(1) If the purpose 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, and submit as Exhibit Q, including:

(1) The name, location and size (express in kilowatts) of generating stations which are to be constructed or in which are to be installed major additions such as generators, boilers, etc.

(ii) The length of transmission lines to be constructed or rebuilt, the geographical termini of such lines, the supporting structure, number of circuits, size and type of conductor, the voltage. frequency, and number of phases;

(iii) Name and location of major substations to be constructed or rebuilt, the kva capacity and voltages of transformers installed;

(iv) Any other major additions or improvements to electric facilities; and

(v) The expenditures to most recent date and the estimated completion date and ultimate cost in place of each of the foregoing items of construction, improvement or extension listed. If the construtction program extends over more than one calendar year, the estimated cost for the succeeding calendar year shall be given.

(2) If the purpose is the reimbursement of the treasury of the applicant for expenditures against which securities have not been issued, a statement giving a general description of such expenditures, the amounts and accounts to which charged, the associated credits, if any, and the periods during which the expenditures were made shall be submitted as Exhibit R.

(3) If the purpose is the refunding of obligations, a full description of the obligations to be refunded, including the character, principal amounts, discount or premium applicable thereto, date of issue and date of maturity, and all other material facts concerning such obligations must be given.

(k) A description of the general character of the business done and to be done, together with a designation of the territories served including a brief description of the facilities owned or operated by the applicant for transmission of electric energy in interstate commerce or the sale of electric energy at wholesale in interstate commerce.

(1) A brief reference to any license held by the applicant from the Federal Power Commission.

(m) Name and address of counsel who have passed upon the legality of the proposed issue or assumption of liability, and names and addresses of any firms of which they, or of any of them, are members.

(n) A statement as to whether or not any application, registration statement, etc., with respect to the transaction or any part thereof is required to be filed with any other Federal or State regulatory body.

(0) The facts relied upon by the applicant to show that the issue or assumption (1) is for some lawful object within the corporate purposes of the applicant and compatible with the public interest, which is necessary or appropriate for or consistent with the proper performance by the applicant of service as a public utility and which will not impair its ability to perform that service, and (2) is reasonably necessary or appropriate for such purposes.

(p) A brief statement of all rights to be a corporation, franchises, permits, and contracts for consolidation, merger, or lease included as assets of the applicant or any predecessor, thereof, the amounts actually paid as consideration therefor, respectively, and the facts relied upon to show that the issuance of the securities for which approval is requested will not result in the capitalization of the right to be a corporation or of any franchise, permit or contract for consolidation, merger, or lease in excess of the amount (exclusive of any tax or annual charge) actually paid as the consideration for such right, franchise. permit or contract.

(q) A form of notice suitable for publication in the FEDERAL REGISTER, which will briefly summarize the facts contained in the application in such way as to acquaint the public with its scope and purpose.

[Order 262. 28 FR. 1538. Feb. 19. 1963: 28 FR. 3533. Apr 11. 1963, as amended by Order 379, 34 FR. 813, Jan. 18. 1969; Order 427, 36 F.R. 5597, Mar. 25, 1971]

§ 34.3 Required exhibits.

There shall be filed with the application as a part thereof one certified copy of exhibits A and B, and one certified and 5 uncertified copies of exhibits C through P. described as follows:

Exhibit A. A copy of the applicant's chart or articles of incorporation with amendments to date.

Exhibit B. A copy of the by-laws with amendments to date.

Exhibit C. Copies of mortgage, indenture, or other agreement under which It is proposed to issue the securities, also, a copy of any mortgage, indenture, or other agreement securing other funded obligations of the applicant.

NOTE: Once the documents called for in Exhibits A, B, and C have previously been filed with the Commission a specific reference and date of previous filing will be accepted in lieu of separate filing in each subsequent application.

Exhibit D. Copies of all resolutions of directors authorizing the issue or assumption of liability in respect to which the application is made and, if approval of stockholders has been obtained, copies of the resolution of the stockholders snould also be furnished.

Exhibit E. The names, titles and addresses of principal officers of applicant.

Exhibit F. A signed copy of opinion of counsel in respect to legality of the issue or assumption of liability.

Exhibit G. A statement of the measure of control or ownership exercised by or over the applicant as to any public utility, or bank, trust company, banking association, or firm that is authorized by law to underwrite or participate in the marketing of securities of a public utility, or any company supplying electric equipment to such applicant. Where there are any intercorporate relationships through holding companies, ownership of securities or otherwise, the nature and extent of such relationship. If not a member of any holding company system include a statement to that effect.

Exhibit H. Balance sheets with supporting fixed capital or plant schedules in conformity with the form in §§ 131.40 and 131.41 of this chapter.

Exhibit I. A statement as of the date of the balance sheet submitted with application showing for each class and series of capital stock:

(1) Brief description.

(2) The amount authorized (face value and number of shares).

(3) The amount outstanding (exclusive of any amount held in the treasury) (4) Amount held as reacquired securities.

(5) Amounts pledged or optioned by applicant.

(6) Amount owned by affiliated corporations.

(7) Amount held in any fund. Exhibit J. A statement as of the date of the balance sheet submitted with ap

plication showing for each class and series of funded debt:

(1) Brief description.

(2) The amount authorized.

(3) The amount outstanding (exclusive of any amount held in the treasury). (4) Amount held as reacquired securities.

(5) Amount pledged by applicant. (6) Amount owned by affiliated corporations.

(7) Amount in sinking and other funds.

Exhibit K. A statement of all known contingent liabilities except minor items such as damage claims and similar items involving relatively small amounts, as of the date of the application

Exhibit L. Comparative income statements in conformity with the form in § 131.42 of this chapter.

Exhibit M. An analysis of surplus for the period covered by the income statements referred to in exhibit L.

Exhibit N. (1) A copy of registration statement proper, if any, and financial exhibits made a part thereof, filed with the Securities and Exchange Commission; (2) a copy of each application and exhibit filed with any State regulatory body in connection with the proposed transaction and if action has been taken thereon a certified copy of each order relating thereto.

NOTE: The information required by exhibit N shall be filed as soon as available.

Exhibit O. Copies of the proposed and of the published invitation of proposals for the purchase or underwriting of the securities to be issued, of each proposal received, and of each contract, under writing, and other arrangements entered into for the sale or marketing of the securities. Where a contract or underwriting is not in final form so as to permit filing, a premilinary draft or a summary containing such identification of the parties thereto and such setting forth of the principal terms thereof as may be practicable, may be filed, pending filing of conformed copy in the form executed by final amendment to the application.

Exhibit P. A map or maps showing not more than 16 miles to the inch showing the territory served by applicant, the location of the principal generating, transmission and substation facilities, and points of connection with other electric utility systems. The maps shall be of sufficient scale as will show clearly the location of the proposed additions and

improvements of generating, transmission and major substation facilities for which the securities are to be issued.

Exhibit Q. Information required under § 34.2(j) (1).

Exhibit R. Information required under § 34.2(j) (2).

[Order 262, 28 F.R. 1539, Feb. 19, 1963] § 34.4 Additional information.

The Commission may require additional information when it appears to be pertinent in a particular case.

§ 34.5 Form and style.

Applications under §§ 34.1 to 34.10, inclusive, shall conform to the requirements of § 1.15 of this chapter.

$34.6 Number of copies.

An original and five copies, plus one copy for each State affected, of applications under §§ 34.1 to 34.10, inclusive, shall be submitted. § 34.7

Verification.

The original application shall be signed by a person having authority with respect thereto and having knowledge of the matters therein set forth, and shall be verified under oath.

34.8 Reports.

Upon the granting of any application under §§ 34.1 to 34.10, inclusive, by the Commission, the applicant shall report to the Commission under oath, within 10 days after any such issue or assumption of liability, the fact of such issue or assumption of liability, the terms and conditions thereof and any amount realized from such issue. The applicant shall further make reports within 15 days after every June 30 and every December 31 showing for the 6-month period ended on the above dates the proceeds realized from the sale, and the disposition of any money to be realized, until the entire proceeds shall have been accounted for. A report in the form outlined in § 131 43 of this chapter showing the face value, the proceeds and the expenses (itemized) of the issue shall be made at the earliest practicable date. 8 34.9

Commission action.

(a) An application for approval under this part will ordinarily require a minimum of 30 days after it is filed to allow for public notice, investigation, opportunity for hearing, consideration by the Commission, and issuance of the first order referred to hereinafter. To facili

tate the completion of registration statements filed with the Securities and Exchange Commission pursuant to the requirements of section 7 of the Securities Act of 1933 and sections 12 and 13 of the Securities and Exchange Act of 1934, so that public invitation for proposals for purchase or underwriting of the securities may be made, conformably to the provisions of those acts, this Commission will, where appropriate, authorize proposed issuance of securities and assumptions of obligation or liability, prior to the filing of the data referred to in §§ 34.1a(c) and 34.2(k) (3) and (4) subject to a provision that the securities shall not be issued, or the obligation or liability assumed, by the applicant, until such amendment shall have been filed and a further order shall have been entered thereon. The Commission will endeavor wherever possible to enter such further order upon receipt of telephone advice and confirmation thereof by telegram from the applicant setting forth the substance of the data specified in § 34.2(k) (3) and (4) and stating that the amendment furnishing such data has actually been mailed to the Commission. This two-order procedure will not obtain with respect to security issues exempted by § 34.1a (a) from competitive bidding requirements, except upon request, or where the first sentence of paragraph (b) of this section is applicable.

(b) If, pursuant to a public invitation, at least two independent proposals for the purchase or underwriting of the securities are received, the applicant may without further order of or filing with the Commission, issue or sell the securities in accordance with the terms and conditions contained in the application, (1) to the bidder or bidders offering to the company the lowest annual cost of money, or (2) in the case of common stock sold on a rights offering, to the bidder or bidders specifying the lowest aggregate amount of compensation to be paid by the issuer or (3) in the case of common stock sold on a straight sale and not on a rights offering, to the bidder or bidders specifying the highest total price to be paid to the company.

(c) Within 10 days after the consummation of any transaction pursuant to the provisions of paragraph (b) of this section, the applicant shall certify to the Commission that such transaction has been carried out in accordance with terms and conditions of and for the purposes represented by the applicant in his

filing and of any order of the Commission with respect thereto. The applicant shall include as part of the certificate filed, the names of the purchasers or underwriters, the terms of the several proposals received, and the names of the persons submitting the proposals. Unless requested by the Commission to complete the record as to any other matter as to which jurisdiction has been specifically preserved, no further filing with respect to the issuance or sale of the securities shall be required.

[39 FR 40582, Nov. 19, 1974] § 34.10

Publicity.

35.10 35.11

Form and style of rate schedules. Waiver of notice requirement. DOCUMENTS TO BE SUBMITTED WITH A FILING 35.12 Filing of initial rate schedules. 35.13 Filing of changes in rate schedules.

OTHER FILING REQUIREMENTS

35.14 35.15

Fuel cost adjustment clauses.

35.16

35.17

Notices of cancellation or termina

tion.

Notice of succession.

Changes relating to suspended rate schedules or parts thereof.

35.18 Rates established by order of the

Commission.

35.19 Submission of information by ref

erence.

35.198 Refund requirements under suspen

sion orders.

35.20Filing of rate schedules, notices, etc., by persons authorized to transmit electric energy from the United States to a foreign country. 35.21 Applicability to licensees and others subject to section 19 or 20 of the Federal Power Act.

35.22 Research and development clauses.

AUTHORITY: Secs. 19, 20, 41 Stat. 1073; secs. 205, 206(a), 208, 209, 301, 309, 49 Stat. 851, 852, 853, 854, 858; 16 U.S.C. 812, 813, 824d, 824e (b), 824g, 825h.

SOURCE: Order 271, 28 FR 10573, Oct. 2, 1963, unles otherwise noted.

NOTE: For an order deferring billing for annual charges due to a Supreme Court ruling, see 38 F.R. 3401, Feb. 6, 1973. APPLICATION

§ 35.0 Filing fees.

Every filing made under this part shall be accompanied by the fee described in Part 36 of this subchapter.

[Order 427, 36 F.R. 5597, Mar. 25, 1971]

§ 35.1 Application; obligation to file rate schedules.

(a) Every public utility shall file with the Commission and post, in conformity

with the requirements of this Part, full and complete rate schedules, as defined in § 35.2(b), clearly and specifically setting forth all rates and charges for any transmission or sale of electric energy subject to the jurisdiction of this Commission, the classifications, practices, rules and regulations affecting such rates and charges and all contracts which in any manner affect or relate to such rates, charges, classifications, services, rules, regulations or practices, as required by section 205(c) of the Federal Power Act (49 Stat. 851; 16 U.S.C. 824d (c)). Where two or more public utilities are parties to the same rate schedule, each public utility transmitting or selling electric energy subject to the Jurisdiction of this Commission shall post and file such rate schedule, or the rate schedule may be filed by one such public utility and all other parties having an obligation to file may post and file a certificate of concurrence on the form indicated in § 131.52 of this chapter: Provided, however, In cases where two or more public utilities are required to fille rate schedules or certificates of concurrence such public utilities may authorize a designated representative to file upon behalf of all parties if upon written request such parties have been granted Commission authorization therefor.

(b) A rate schedule applicable to a transmission or sale of electric energy, other than that which proposes to supersede, supplement, cancel or otherwise change the provisions of a rate schedule required to be on file with this Commission, shall be filed as an initial rate in accordance with § 35.12.

(c) A rate schedule applicable to a transmission or sale of electric energy which proposes to supersede, supplement, cancel or otherwise change any of the provisions of a rate schedule required to be on file with this Commission (such as providing for other or additional rates, charges, classifications or services, or rules, regulations, practices or contracts for a particular customer or customers) shall be filed as a change in rate in accordance with § 35.13, except Notices of Cancellation or Termination which shall be filled as a change in accordance with 35.15.

(d) (1) The provisions of this paragraph (d) shall apply to rate schedules tendered for filing on or after August 1, 1976, which are applicable to the transmission or sale of firm power for re

sale to an all-requirements customer, whether tendered pursuant to § 35.12 as an initial rate schedule or tendered pursuant to § 35.13 as a change in an existing rate schedule whose term has expired or whose term is to be extended.

(2) Rate schedules covered by the terms of paragraph (d)(1) of this section shall contain the following provision when it is the intent of the contracting parties to give the party furnishing service the unrestricted right to file unilateral rate changes under section 205 of the Federal Power Act:

Nothing contained herein shall be construed as affecting in any way the right of the party furnishing service under this rate schedule to unilaterally make application to the Federal Power Commission for a change in rates under section 205 of the Federal Power Act and pursuant to the Commission's Rules and Regulations promulgated thereunder.

(3) Rate schedules covered by the terms of paragraph (d) (1) of this section shall contain the following provision when it is the intent of the contracting parties to withhold from the party furnishing service the right to file any unilateral rate changes under section 205 of the Federal Power Act:

The rates for service specified herein shall remain in effect for the term of or until and shall not be subject to change through application to the Federal Power Commission pursuant to the provisions of Section 205 of the Federal Power Act absent the agreement of all parties thereto.

(4) Rate schedules covered by the terms of paragraph (d) (1) of this section, but which are not covered by paragraphs (d) (2) or (d)(3) of this section, are not required to contain either of the boilerplate provisions set forth in paragraph (d) (2) or (d) (3) of this section.

(e) No public utility shall, directly or indirectly, demand, charge, collect or receive any rate, charge or compensation for or in connection with electric service subject to the jurisdiction of the Commission, or impose any classification, practice, rule, regulation or contract with respect thereto, which is different from that provided in a rate schedule required to be on file with this Commission unless otherwise specifically provided by order of the Commission for good cause shown. [Order 271, 28 FR 10573, Oct. 2, 1963, as amended by Order No. 541, 40 FR 56425, Dec. 3, 1975; Order No. 541-A, 41 FR 27831, July 7, 1976]