18 Cfr 34

Pt. 34

18 CFR Ch. I (4–1–11 Edition)

traditional public utility that has captive customers or owns or provides
transmission service over jurisdictional transmission facilities, but do
not present cross-subsidization issues.
[Order 669–A, 71 FR 28446, May 16, 2006]

PART 34—APPLICATION FOR AUTHORIZATION OF THE ISSUANCE
OF SECURITIES OR THE ASSUMPTION OF LIABILITIES
Sec.
34.1 Applicability; definitions; exemptions
in case of certain State regulation, certain short-term issuances and certain
qualifying facilities.
34.2 Placement of securities.
34.3 Contents of application for issuance of
securities.
34.4 Required exhibits.
34.5 Additional information.
34.6 Form and style.
34.7 Filing requirements.
34.8 Verification.
34.9 Reports.
AUTHORITY: 16 U.S.C. 791a–825r, 2601–2645; 31
U.S.C. 9701; 42 U.S.C. 7101–7352.
SOURCE: Order 182, 46 FR 50514, Oct. 14, 1981,
unless otherwise noted.
CROSS REFERENCES: For rules of practice
and procedure, see part 385 of this chapter.
For Approved Forms, Federal Power Act, see
part 131 of this chapter.

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OMB REFERENCE: ‘‘FERC Filing No. 523’’ is
the identification number used by the Commission and the Office of Management and
Budget to reference the filing requirements
in part 34.

§ 34.1 Applicability; definitions; exemptions in case of certain State
regulation,
certain
short-term
issuances and certain qualifying facilities.
(a) Applicability. This part applies to
applications for authorization from the
Commission to issue securities or assume an obligation or liability which
are filed by:
(1) Licensees and other entities pursuant to sections 19 and 20 of the Federal Power Act (41 Stat. 1073, 16 U.S.C.
812, 813) and part 20 of the Commission’s regulations; and
(2) Public utilities pursuant to section 204 of the Federal Power Act (49
Stat. 850, 16 U.S.C. 824c).
(b) Definitions. For the purpose of this
part:

(1) The term utility means a licensee,
public utility or other entity seeking
authorization under sections 19, 20 or
204 of the Federal Power Act;
(2) The term securities includes any
note, stock, treasury stock, bond, or
debenture or other evidence of interest
in or indebtedness of a utility;
(3) The term issuance or placement of
securities means issuance or placement
of securities, or assumption of obligation or liability; and
(4) The term State means a State admitted to the Union, the District of Columbia, and any organized Territory of
the United States.
(c) Exemptions. (1) If an agency of the
State in which the utility is organized
and operating approves or authorizes,
in writing, the issuance of securities
prior to their issuance, the utility is
exempt from the provisions of sections
19, 20 and 204 of the Federal Power Act
and the regulations under this part,
with respect to such securities.
(2) This part does not apply to the
issue or renewal of, or assumption of liability on, a note or draft maturing
one year or less after the date of such
issue, renewal, or assumption of liability, if the aggregate of such note or
draft and all other then-outstanding
notes and drafts of a maturity of one
year or less on which the utility is primarily or secondarily liable, is not
more than 5 percent of the par value of
the other then-outstanding securities
of the utility as of the date of issue or
renewal of, or assumption of liability
on, the note or draft. In the case of securities having no par value, the par
value for the purpose of this part is the
fair market value, as of the date of
issue or renewal of, or assumption of liability on, the note or draft.
(3) For certain qualifying facilities. Any
cogeneration or small power production facility which is exempt from sections 19, 20 and 204 of the Federal
Power Act pursuant to § 292.601 of this
chapter shall be exempt from the provisions of this part.
[Order 182, 46 FR 50514, Oct. 14, 1981, as
amended at 48 FR 9851, Mar. 9, 1983; Order
575, 60 FR 4852, Jan. 25, 1995]

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Federal Energy Regulatory Commission
§ 34.2

Placement of securities.

(a) Method of issuance. Upon obtaining authorization from the Commission, utilities may issue securities by
either a competitive bid or negotiated
placement, provided that:
(1) Competitive bids are obtained
from at least two prospective dealers,
purchasers or underwriters; or
(2) Negotiated offers are obtained
from at least three prospective dealers,
purchasers or underwriters; and
(3) The utility:
(i) Accepts the bid or offer that provides the utility with the lowest cost of
money for securities with fixed or variable interest or dividend rates, or
(ii) Accepts the bid or offer that provides the utility with the greatest net
proceeds for securities with no specified interest or dividend rates, or
(iii) The utility has filed for and obtained authorization from the Commission to accept bids or offers other than
those specified in paragraphs (a)(3)(i)
or (a)(3)(ii) of this section.
(b) Exemptions. The provisions of
paragraph (a) of this section do not
apply where:
(1) The securities are to be issued to
existing holders of securities on a pro
rata basis;
(2) The utility receives an unsolicited
offer to purchase the securities;
(3) The securities have a maturity of
one year or less; or
(4) The securities are to be issued in
support of or to guarantee securities
issued by governmental or quasi-governmental bodies for the benefit of the
utility.
(c) Prohibitions. No securities will be
placed with any person who:
(1) Has performed any service or accepted any fee or compensation with
respect to the proposed issuance of securities prior to submission of bids or
entry into negotiations for placement
of such securities; or
(2) Would be in violation of section
305(a) of the Federal Power Act with
respect to the issuance.
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[Order 575, 60 FR 4853, Jan. 25, 1995]

§ 34.3 Contents of application for
issuance of securities.
Each application to the Commission
for authority to issue securities shall

§ 34.3
contain the information specified in
this section. In lieu of filing the information required in paragraphs (e), (i)
and (j) of this section, a specific reference may be made to the portion of
the registration statement filed under
§ 34.4(f), which includes the information
required in these paragraphs.
(a) The official name of the applicant
and address of its principal business office.
(b) The State in which the utility is
incorporated, the date of incorporation, and each State in which it operates.
(c) The name, address and telephone
number of a person within the utility
authorized to receive notices and communications with respect to the application.
(d) The date by which Commission
action is requested.
(e) A full description of the securities
proposed to be issued, including:
(1) Type and nature of securities;
(2) Amount of securities (par or stated value and number of units);
(3) Interest or dividend rate, if any;
(4) Dates of issuance and maturity;
(5) Institutional rating of the securities—or if the securities are not rated,
an explanation as to why they are not
rated, and if the securities will be
rated, an estimate of the rating; and
(6) Any stock exchange on which the
securities will be listed.
(f) The purpose for which the securities for which application is made are
to be issued:
(1) If the purpose of such issuance is
the construction, completion, extension, or improvement of facilities, describe in reasonable detail the construction program for which the funds
were or are to be used.
(2) If the purpose for such issuance is
for the refunding of obligations, describe in detail the obligations to be
refunded, including the character, principal amounts, applicable discount or
premium, dates of issuance and maturity, and all other material facts concerning such obligations.
(3) If the purpose for such issuance is
for other than construction or refunding, explain such other purpose(s) in
detail.
(g) A statement as to whether or not
any application with respect to the

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§ 34.4

18 CFR Ch. I (4–1–11 Edition)

transaction or any part thereof is required to be filed with any State regulatory body.
(h) A detailed statement of the facts
relied upon by the applicant to show
that the issuance:
(1) Is for some lawful object, within
the corporate purposes of the applicant
and compatible with the public interest, is necessary or appropriate for or
consistent with the proper performances by the applicant of service as a
public utility and will not impair its
ability to perform that service, and
(2) Is reasonably necessary or appropriate for such purposes.
(i) A detailed statement of the bond
indenture(s) or other limitations on interest and dividend coverage, and the
effects of such limitations on the
issuance of additional debt or equity
securities.
(j) A brief summary of any rate
changes which were made effective during the period for which financial
statements are submitted or which became or will become effective after the
period for which statements are submitted.

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[Order 182, 46 FR 50514, Oct. 14, 1981, as
amended by Order 390, 49 FR 32505, Aug. 14,
1984; Order 575, 60 FR 4853, Jan. 25, 1995; Order
593, 62 FR 1283, Jan. 9, 1997; Order 647, 69 FR
32438, June 10, 2004; Order 737, 75 FR 43403,
July 26, 2010]

§ 34.4 Required exhibits.
(a) Exhibit A. The applicant must file
the statement of corporate purposes
from its articles of incorporation.
(b) Exhibit B. A copy of all resolutions of the applicant’s directors authorizing the issuance of securities for
which the application is made; and copies of the resolution of the stockholders approving such issuance if approval of the stockholders has been obtained.
(c) Exhibit C. The Balance Sheet and
attached notes for the most recent 12month period for which financial statements have been published, provided
that the 12-month period ended no
more than 4 months prior to the date
of the filing of the application, on both
an actual basis and a pro forma basis in
the form prescribed for the ‘‘Comparative Balance Sheet’’ of FERC Form No.
1, ‘‘Annual Report for major electric

utilities, licensees and others.’’ Each
adjustment made in determining the
pro forma basis must be clearly identified.
(d) Exhibit D. The Income Statement
and attached notes for the most recent
12-month period for which financial
statements have been published, provided that the 12-month period ended
no more than 4 months prior to the
date of the filing of the application, on
both an actual basis and a pro forma
basis in the form prescribed for the
‘‘Statement of Income for the Year’’ of
FERC Form No. 1, ‘‘Annual Report for
major electric utilities, licensees and
others.’’ Each adjustment made in determining the pro forma basis must be
clearly identified.
(e) Exhibit E. A Statement of Cash
Flows and Computation of Interest
Coverage on an actual basis and a pro
forma basis for the most recent 12month period for which financial statements have been published, provided
that the 12-month period ended no
more than 4 months prior to the date
of the filing of the application. The
Statement of Cash Flows must be in
the form prescribed for the ‘‘Statement
of Cash Flows’’ of the FERC Form No.
1, Annual Report for major electric
utilities, licensees and others,’’ followed by a computation of interest
coverage, in the form of the following
worksheet:

Federal Energy Regulatory Commission worksheet for computation of interest coverage

Actual for
the year
ended
mm-dd-yy

Net income
Add: Interest on Long-Term Debt, Interest on Short-Term Debt, Other
Interest Expense, Total Interest
Expense
Federal and State Income Taxes
Income Before Interest and Income
Taxes
Computation of Interest Coverage
Income Before Interest and Income
Taxes ÷ Total Interest Expense =
Interest Coverage

(f) Exhibit F. A copy of registration
statement and exhibits which are filed

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Federal Energy Regulatory Commission
with the Securities and Exchange Commission for the proposed security
issuance.
[Order 182, 46 FR 50514, Oct. 14, 1981, as
amended by Order 390, 49 FR 32505, Aug. 14,
1984; Order 575, 60 FR 4853, Jan. 25, 1995; 60 FR
27882, May 26, 1995]

§ 34.5 Additional information.
The Commission may, in its discretion, require the filing of additional information which appears necessary to
reach a determination on any particular application.
§ 34.6 Form and style.
Each application pursuant to this
part 34 shall conform to the requirements of subpart T of part 385 of this
chapter.
[Order 182, 46 FR 50514, Oct. 14, 1981, as
amended by Order 225, 47 FR 19056, May 3,
1982]

§ 34.7 Filing requirements.
Applications must be filed with the
Secretary of the Commission in accordance with filing procedures posted on
the Commission’s Web site at http://
www.ferc.gov.

Pt. 35
or assumptions of liabilities pursuant
to authority granted under this part.
[Order 575, 60 FR 4853, Jan. 25, 1995. Redesignated by Order 737, 75 FR 43403, July 26, 2010]

PART 35—FILING OF RATE
SCHEDULES AND TARIFFS
Subpart A—Application
Sec.
35.1 Application; obligation to file rate
schedules, tariffs and certain service
agreements.
35.2 Definitions.
35.3 Notice requirements.
35.4 Permission to become effective is not
approval.
35.5 Rejection of material submitted for filing.
35.6 Submission for staff suggestions.
35.7 Electronic filing requirements.
35.8 Protests and interventions by interested parties.
35.9 Requirements for filing rate schedules,
tariffs or service agreements.
35.10 Form and style of rate schedules, tariffs and service agreements.
35.10a Forms of service agreements.
35.10b Electric Quarterly Reports.
35.11 Waiver of notice requirement.

Subpart B—Documents To Be Submitted
With a Filing

[Order 737, 75 FR 43403, July 26, 2010]

§ 34.8 Verification.
The original application shall be
signed by an authorized representative
of the applicant, who has knowledge of
the matters set forth therein, and it
shall be verified under oath.
EFFECTIVE DATE NOTE: At 70 FR 35375, June
20, 2005, § 34.8 was revised, effective at the
time of the next e-filing release during the
Commission’s next fiscal year. For the convenience of the user, the revised text follows:

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§ 34.8 Verification.
An application verification shall be signed
under oath by an authorized representative
of the applicant, who has knowledge of the
matters set forth therein and as provided in
§ 385.2005 of this chapter, and retained at the
applicant’s business location until the relevant proceeding has been concluded.

§ 34.9 Reports.
The applicant must file reports under
§ 131.43 and § 131.50 of this chapter no
later than 30 days after the sale or
placement of long-term debt or equity
securities or the entry into guarantees

35.12 Filing of initial rate schedules and
tariffs.
35.13 Filing of changes in rate schedules,
tariffs or service agreements.

Subpart C—Other Filing Requirements
35.14 Fuel cost and purchased economic
power adjustment clauses.
35.15 Notices of cancellation or termination.
35.16 Notice of succession.
35.17 Withdrawals and amendments of rate
schedule, tariff or service agreement filings.
35.18 Asset retirement obligations.
35.19 Submission of information by reference.
35.19a Refund requirements under suspension orders.
35.21 Applicability to licensees and others
subject to section 19 or 20 of the Federal
Power Act.
35.22 Limits for percentage adders in rates
for transmission services; revision of rate
schedules, tariffs or service agreements.
35.23 General provisions.
35.24 Tax normalization for public utilities.
35.25 Construction work in progress.
35.26 Recovery of stranded costs by public
utilities and transmitting utilities.

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