[Federal Register Volume 69, Number 38 (Thursday, February 26, 2004)]
[Rules and Regulations]
[Pages 9030-9118]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-3876]



[[Page 9029]]

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Part II





Department of Energy





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Federal Energy Regulatory Commission



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18 CFR Parts 141, 260, et al.



Quarterly Financial Reporting and Revisions to the Annual Reports; 
Final Rule

  Federal Register / Vol. 69, No. 38 / Thursday, February 26, 2004 / 
Rules and Regulations  

[[Page 9030]]


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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

18 CFR Parts 141, 260, 357, and 375

[Docket No. RM03-8-000]


Quarterly Financial Reporting and Revisions to the Annual Reports

February 11, 2004.
AGENCY: Federal Energy Regulatory Commission.

ACTION: Final rule.

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SUMMARY: The Federal Energy Regulatory Commission (FERC or Commission) 
is amending its financial reporting regulations to establish new 
quarterly financial reporting for respondents that file FERC Annual 
Reports. The Commission is updating its financial annual reporting 
requirements to add new schedules on ancillary services, electric 
transmission peak loads, and is updating the statistical 
classifications reported on certain schedules. The Commission is also 
updating the corporate officer's certification for the FERC Annual 
Reports, modifying filing dates, allowing respondents to submit the CPA 
certification electronically, and eliminating the cash management 
notification requirement.
    This Final Rule will improve the usefulness and transparency of 
financial information submitted to the Commission. The increased 
frequency of financial reporting will help the Commission identify and 
evaluate emerging trends, business conditions and financial issues 
affecting reporting entities. Additionally, the information contained 
in the quarterly financial reports will identify the economic effects 
of significant transactions and events, allow more timely evaluations 
of the adequacy of existing cost-based rates, and aid in the 
development of needed changes to existing regulatory initiatives. 
Finally, more frequent and transparent financial reporting resulting 
from this Final Rule will help the Commission achieve its goal of 
vigilant oversight over reporting entities.

EFFECTIVE DATE: The rule will become effective March 29, 2004.

FOR FURTHER INFORMATION CONTACT:
Mark Klose (Project Manager), Office of the Executive Director, Federal 
Energy Regulatory Commission, 888 First Street, NE., Washington DC 
20426, (202) 502-8283.
Julie Kuhns (Technical Information), Office of the Executive Director, 
Federal Energy Regulatory Commission, 888 First Street, NE., Washington 
DC 20426, (202) 502-6287.
Christopher Bublitz (Technical Information), Office of Administrative 
Litigation, Federal Energy Regulatory Commission, 888 First Street, 
NE., Washington DC 20426, (202) 502-8542.
Julia Lake (Legal Information), Office of the General Council, Federal 
Energy Regulatory Commission, 888 First Street, NE., Washington DC 
20426, (202) 502-8370.

SUPPLEMENTARY INFORMATION:

Table of Contents

I. Introduction
II. Background
III. Discussion
    A. General
    B. Quarterly Financial Reports
    1. Basic Set of Financial Statements
    2. Other Selected Financial Information
    3. Management Discussion and Analysis
    4. Notes to the Financial Statements
    5. Filing Dates for the Quarterly Financial Reports
    6. Certified Public Accountant Review Letter
    7. Exemption Requests
    C. Updates to the FERC Annual Reports
    1. Filing Dates for the FERC Annual Reports
    2. Ancillary Services
    3. Electric Transmission Peak Loads
    4. Statistical Classifications
    5. Selected Fourth Quarter Data in FERC Annual Reports
    D. Corporate Officer Certification
    1. Quarterly Financial Reports
    2. FERC Annual Reports
    E. Miscellaneous Matters
    1. Fiscal Year Reporting
    2. Expand Data Collection in FERC Annual Reports
    3. Requests for a Technical Conference
    F. Elimination of the Cash Management Notification Reports
IV. Regulatory Flexibilty Act Certification
V. Environmental Impact Statement
VI. Information Collection Statement
VII. Document Availability
VIII. Effective Date and Congressional Notification
    Regulatory Text
Appendix A--List of Commenters
Appendix B--Quarterly Financial Reports
Appendix C--New Schedules Added to the Annual Reports

    Before Commissioners: Pat Wood, III, Chairman; Nora Mead Brownell, 
Joseph T. Kelliher, and Suedeen G. Kelly.

I. Introduction

    1.The Federal Energy Regulatory Commission is amending its 
financial reporting regulations. In a Notice of Proposed Rulemaking 
issued on June 26, 2003, the Commission proposed to amend its financial 
reporting regulations for public utilities and licensees,\1\ natural 
gas companies,\2\ and oil pipeline companies,\3\ by establishing new 
quarterly financial reporting for jurisdictional entities. 
Additionally, the Commission proposed changes to the FERC Annual Report 
Forms 1, 1-F, 2, 2-A, and 6 by adding new reporting requirements, 
updating the corporate officer's certification requirements and 
accelerating the filing dates for all filers of the FERC Annual 
Reports.\4\ The proposed changes to the FERC Annual Reports were made 
primarily to achieve symmetry in these areas with the requirements for 
the proposed quarterly financial reports.
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    \1\ Part 141 Statements and Reports (Schedules). See 18 CFR Part 
141.
    \2\ Part 260 Statements and Reports (Schedules). See 18 CFR Part 
260.
    \3\ Part 357 Annual Special or Periodic Reports: Carriers 
Subject to Part 1 of the Interstate Commerce Act. See 18 CFR Part 
357.
    \4\ The FERC Annual Reports bear the following OMB approval 
control numbers: Form 1 has OMB approval number 1902-0021; Form 1-F 
has OMB approval number 1092-0029; Form 2 has OMB approval number 
1902-0028; Form 2-A has OMB approval number 1902-0030; and Form 6 
has OMB approval number 1092-0022.
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    2. After carefully considering the comments received, the 
Commission has determined that a Final Rule revising its financial 
reporting regulations should be issued. The purpose of this Final Rule 
is to improve the usefulness and transparency of financial information 
provided to the Commission. The Final Rule contains significant 
modifications from the Notice of Proposed Rulemaking (NOPR) based upon 
comments received.\5\ These changes should greatly reduce the 
administrative burden cited by filers of the quarterly financial 
reports, and the FERC Annual Reports, while providing the Commission 
with greater transparency of financial information from these 
respondents. The increased frequency and transparency of financial 
reporting will help the Commission identify and evaluate emerging 
trends, business conditions and financial issues affecting regulated 
entities.
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    \5\ 68 FR 40339 (July 7, 2003), IV FERC Stats. & Regs. ] 32,571 
(June 26, 2003).
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II. Background

    3. Financial accounting and reporting provides needed information 
concerning a company's past performance and its future prospects. 
Without reliable financial statements prepared in accordance with the 
Commission's Uniform Systems of Accounts and related regulations, the 
Commission would be unable to accurately determine the costs that 
relate to a particular time period,

[[Page 9031]]

service, or line of business.\6\ Additionally, it would be difficult to 
determine whether a given entity has previously been given the 
opportunity to recover its costs through rates, or to compare how the 
financial performance and results of operations of one regulated entity 
relates to that of another.
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    \6\ Part 101 Uniform System of Accounts Prescribed for Public 
Utilities and Licensees Subject to the Provisions of the Federal 
Power Act. See 18 CFR part 101 (2003). Part 201 Uniform System of 
Accounts Prescribed for Natural Gas Companies Subject to the 
Provisions of the Natural Gas Act. See 18 CFR Part 352 (2003). Part 
352 Uniform System of Accounts Prescribed for Oil Pipeline Companies 
Subject to the Provisions of the Interstate Commerce Act. See 18 CFR 
Part 352 (2003).
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    4. The need for current and better disclosures in financial 
statements drives the increasing demand for timely, relevant and 
reliable financial information. In order to improve the timeliness and 
the transparency of the financial information for FERC jurisdictional 
entities, the Commission proposed the filing of quarterly financial 
reports by respondents that file FERC Annual Report Forms 1, 1-F, 2, 2-
A, or 6. Additionally, to strengthen the reliability of the 
information, the Commission proposed to update its corporate officer 
certification contained in the financial reports.
    5. The two new financial reports proposed in the NOPR were the FERC 
Form No. 3-Q, Quarterly Financial Report of Electric Companies, 
Licensees, and Natural Gas Companies, and the FERC Form No. 6-Q, 
Quarterly Financial Report of Oil Pipeline Companies. These two new 
quarterly financial reports would act as a supplement to the existing 
FERC Annual Reports by collecting basic financial information and 
certain financial related information from jurisdictional entities.
    6. Additionally, as part of the Commission effort to update its 
financial reporting regulations, the NOPR proposed changes to the FERC 
Annual Report Forms 1, 1-F, 2, 2-A, and 6. The proposed changes to the 
FERC Annual Reports included the reporting of selected fourth quarter 
financial data, adding a new management discussion and analysis (MD&A) 
schedule, adding new schedules to collect data on ancillary services 
and electric transmission peak load, updating the statistical 
classifications, allowing respondents to submit the annual CPA 
certification electronically, updating the corporate officer 
certification, and modifying the filing dates.

III. Discussion

A. General

    7. The Commission received 74 comments from users and 
jurisdictional entities that file FERC Annual Reports.\7\ Users of the 
FERC Annual Reports were generally supportive of the Commission's 
proposal to require more timely, relevant, reliable, and transparent 
financial reporting from jurisdictional entities while respondents 
raised major concerns about the additional administrative burden they 
would experience to gather, review, certify and submit the required 
information within the proposed time frames. After careful 
consideration of all the comments received, the Commission is adopting 
quarterly financial reporting and changes to the FERC Annual Reports as 
proposed in the NOPR, with certain modifications and clarifications as 
discussed below. The Commission is confident that the Final Rule 
strikes the appropriate balance between the administrative burden 
placed on respondents and the benefits achieved through more frequent, 
transparent, and reliable reporting of financial information.
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    \7\ See Appendix A for List of Commenters.
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B. Quarterly Financial Reports

    8. Under the proposed rule, a jurisdictional entity filing a FERC 
Annual Report would be required to file a basic set of financial 
statements on a quarterly basis prepared in accordance with the 
Commission's Uniform Systems of Accounts and related regulations. 
Additionally, as part of collecting a basic set of financial statements 
on a quarterly basis, the Commission proposed to collect certain 
information on matters that respondents report on an annual basis.
    9. For the reasons discussed below, the Commission will require the 
submission of a basic set of financial statements and other selected 
data to be included in the quarterly financial reports. The Commission 
will also modify the proposed filing dates, the requirements for the 
notes to the financial statements, and the corporate officer 
certification statement.
    10. The Commission will not include as part of the Final Rule the 
requirement that respondents include an MD&A schedule, or the 
requirement that respondents submit a copy of a CPA review letter if 
they had the FERC quarterly report reviewed by their external 
accountant. Finally, the Commission will not include the requirement 
that respondents report fourth quarter data separately from the annual 
data in the FERC Annual Reports.
1. Basic Set of Financial Statements
    11. The basic financial statements proposed to be included in the 
quarterly financial reports were the Comparative Balance Sheet, the 
Statement of Income and Retained Earnings, the Statement of Cash Flows, 
and the Statement of Other Comprehensive Income and Hedging Activities.

Comments Received

    12. State regulatory bodies and others that rely on the accounting 
information to develop and monitor the rates paid for services are 
generally supportive of the changes in reporting, and view the proposal 
as essential for the Commission to achieve its stated purpose of 
providing more vigilant oversight though more timely reporting of 
financial information. Additionally, these commenters state that while 
a number of state utility regulatory commissions have quarterly and 
even monthly financial reporting requirements, the Commissions proposal 
provides more consistent and standardized reporting, and provides the 
needed financial information from FERC-jurisdictional entities at a 
level of detail that is not obtainable from other sources.\8\ NARUC 
agrees with FERC that while some jurisdictional entities may file 
similar information with the U. S. Securities and Exchange Commission 
(SEC), the level of detail concerning assets, liabilities, stockholders 
equity along with the revenues, expenses, gains, and losses is 
different for FERC and SEC reporting. Finally, NARUC believes the FERC 
proposal improves the financial reporting by public utilities on a 
jurisdictional basis that is most useful to FERC and the different 
State commissions.
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    \8\ See APGA at 2 and 3; ISO/RTO Council at 2 and 3; Missouri 
PSC at 3 and NARUC at 2.
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    13. Comments filed by AOPL and INGAA concerning the administrative 
burden jurisdictional entities would incur if required to comply with 
certain aspects of the proposal included statistics that also support 
the view that financial information is not readily available from 
public sources such as the SEC. AOPL states that of the 194 oil 
pipeline companies with tariffs on file at the FERC, only three file 
reports under SEC rules. AOPL states that an equal number of pipelines 
are privately held and have no SEC reporting requirements. And the 
remainder fall somewhere in between, supporting one or more direct or 
indirect parents having SEC reporting requirements. INGAA

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states that only 20 percent of their members are SEC filers.

Commission Response

    14. As the commenters correctly observe, the financial information 
required by the Commission may not be readily available from other 
public sources because many FERC jurisdictional entities do not file 
financial statements with the SEC. For example, a company may be exempt 
from SEC reporting if it has no registered securities on a national 
securities exchange, or if its total assets are less than $10 million 
with a class of equity securities held by less than 500 persons. 
Additionally, a company may not file financial information with the SEC 
if it is privately held, or if it is a cooperative.
    15. Additionally, those companies that do make public filings may 
consolidate their regulated and unregulated operations, or report the 
data in such a manner that is not consistent with the Commission's 
Uniform Systems of Accounts and related regulations. There may be 
differences in the manner in which certain transactions and events are 
displayed for stockholder reporting and to the Commission. These 
reporting differences may result from differences in reporting 
classifications prescribed by the Commission's Uniform Systems of 
Accounts, as well as the detailed schedules and related disclosure 
requirements contained in the FERC Annual Reports.\9\ These differences 
arise from the Commission's need to develop and monitor cost based 
rates, analyze costs of different services and classes of assets, and 
to compare costs across lines of business.
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    \9\ See, e.g., AOPL's Appendix C; EEI at 8 and 9; NiSource at 19 
and Shell Pipeline's Attachment A.
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    16. Based upon the comments received, it is abundantly clear that 
the financial information filed with this Commission represents, in 
most cases, the only source of financial data presented in a format and 
detail suitable for the Commission to exercise its duties and 
responsibilities under the Federal Power, Natural Gas, and Interstate 
Commerce Acts. Therefore, the Commission will require jurisdictional 
entities to supplement their FERC Annual Reports with the filing of 
quarterly financial reports as proposed in the NOPR. The basic 
financial statements to be included in the quarterly financial reports 
are the Comparative Balance Sheet, the Statement of Income and Retained 
Earnings, the Statement of Cash Flows, and the Statement of Other 
Comprehensive Income and Hedging Activities.
    17. The information contained in the quarterly financial reports 
will identify the economic effects of significant transactions and 
events, allow staff to evaluate the adequacy of existing cost-based 
rates, and aid in the development of needed changes to existing 
regulatory initiatives. This information will strengthen the 
Commission's ongoing activities in identifying emerging trends, and in 
identifying the impacts that new accounting standards, or changes in 
existing accounting standards, have on respondents.
2. Other Selected Financial Information
    18. In addition to requiring respondents to file a basic set of 
financial statements, the NOPR proposed that certain detailed 
information be filed with the Commission. The information sought in the 
supplementary schedules was not new information, rather it is the same 
information already submitted by respondents on an annual basis in the 
FERC Annual Reports. The supplementary information includes revenues 
and the related quantities of product sold or transported, the account 
balances for various operating and maintenance expenses, selected plant 
cost data, and information concerning the nature of regulatory assets 
and liabilities being created or amortized during the period.

Comments Received

    19. While some commenters support the proposal, many do not believe 
this level of account detail is needed. They urge the Commission to 
remove the supporting financial and related information. Some 
commenters state that the information is difficult to collect within a 
quarterly deadline and not necessary to monitor trends within the 
industry on an interim basis.\10\ Some comment that, due to the filing 
dates, some of the amounts will need to be estimated because the actual 
data will not be available until after the filing deadline.\11\ Chevron 
states that certain information of liquid volumes transported by type, 
the specifics of its state of origin and its destination would be 
difficult to compile on a quarterly basis because it does not currently 
maintain this information in a format that readily lends itself to 
quarterly reporting.
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    \10\ See, e.g., Arizona at 5; Detroit Ed at 4; EEI at 12; 
Entergy at 3 and MidAmerica at 2.
    \11\ See Arizona at 5 and EEI at 12.
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    20. Finally, some commenters suggest alternatives to the schedules 
proposed in the NOPR by requiring the reporting of key information that 
they believe materially affects equity, financing, business structure 
or the operations of the regulated entity. Examples of the information 
commenters recommend reporting include acquisitions, divestures and 
abandonments, new financing arrangements, hedges and derivatives, and 
pipeline shutdowns.\12\
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    \12\ See, e.g., AOPL at 26.
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Commission Response

    21. Congress granted the Commission authority to prescribe periodic 
financial and non-financial reporting.\13\ All jurisdictional entities 
subject to the Commission's accounting and financial reporting 
regulations are required to keep their books and records in such a 
manner as to permit the preparation of financial and operating 
statements directly from such records at the end of each accounting 
period according to the prescribed accounts. Furthermore, the 
accounting period prescribed by the Uniform Systems of Accounts is a 
calendar month.\14\ Consequently, the Commission's existing regulations 
require jurisdictional entities to have accounting and financial 
reporting systems in place to readily prepare financial and operating 
statements summarized on a monthly basis. Therefore, it should not be 
unduly burdensome for these entities to prepare and report on account 
activity on a monthly, quarterly, or annual basis when required to do 
so by this Commission.
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    \13\ Authority granted to the Commission pursuant to sections 4, 
304 and 309 of the Federal Power Act, Sections 10(a) and 16 of the 
Natural Gas Act, and Section 20 of the Interstate Commerce Act. See 
16 U.S.C. 797, 825c and 825h; 15 U.S.C. 717i(a) and 717o; and 49 
App. U.S.C. 1-85 (1988).
    \14\ See 18 CFR Parts 101 and 201, General Instruction 3(c) and 
4, for the accounting period and financial statement requirements of 
public utilities and licensees, and natural gas companies, and 18 
CFR Part 352, General Instruction 1-3, for the accounting period and 
financial statement requirements of oil pipeline companies.
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    22. The supplemental schedules provide important details regarding 
the types and sources of revenues, the category and types of costs 
incurred, the assets and utility investments made by the respondent, 
significant new borrowings incurred during the period, as well as 
information about the establishment and disposition of regulatory 
assets and liabilities during the period. The reporting of this 
detailed information allows Commission staff to better understand 
emerging trends experienced by the respondents, and the economic impact 
that significant transactions, events, and regulatory initiatives have 
on regulated

[[Page 9033]]

operations. Additionally, this level of detailed reporting helps ensure 
that emerging financial trends are not masked due to the consolidation 
of various account balances. Finally, this level of detail along with 
the related notes contained in the reports will allow the Commission to 
better monitor the adequacy of cost based rates on a more timely basis, 
and to monitor the respondents' overall compliance with Commission 
regulations.
    23. The collection of selected or fragmented data, as urged by some 
commenters, will not provide a complete financial picture of how 
certain events or transactions have impacted the financial condition or 
results of operations of the jurisdictional entity. Nor will reporting 
changes for only a selected or isolated set of transactions or events 
provide the Commission with the means to view the matter in a complete 
financial context. Selected reporting will not allow for the 
comparability of those economic effects among others within the same 
industry, or provide reasonable assurance that emerging trends 
affecting the respondents will be reported. Finally, under the 
alternative approach, it will be extremely difficult to create an 
exhaustive listing of transactions or events that should be reported, 
or what particular aspects of any particular transaction or event 
should be disclosed. Therefore, the Commission declines to adopt the 
commenter's alternative approach to the supplemental schedules.
3. Management Discussion and Analysis
    24. The Commission proposed to include a new schedule to the 
quarterly and annual reports entitled Management's Discussion and 
Analysis of Financial Condition and Results of Operation (commonly 
referred to as the ``MD&A''). This schedule would contain a forward 
looking discussion regarding the probable impact of current and future 
events on the respondent's operations. In order to add reporting 
structure to the free flowing written disclosure format used in the SEC 
reports, the proposal included a listing of 17 items common to FERC 
jurisdictional entities that should be addressed if that matter was 
significant to the company with the additional instruction for 
respondents to discuss any other significant events not listed that 
could potentially positively or negatively impact the company. Finally, 
as noted in the NOPR, the MD&A is a required disclosure for publicly 
traded companies pursuant to SEC regulations.

Comments Received

    25. APGA supports the objectives and believes that the MD&A could 
achieve them. APGA views the MD&A schedule at a jurisdictional entity 
level as critically important, and also suggests that the Commission 
include a requirement that jurisdictional entities file a notification 
with the Commission when a material change has occurred.
    26. However, the vast majority of the comments received on the form 
and content of the MD&A schedule urge the Commission to eliminate, or 
modify, the proposed requirement. Most commenters express concern for 
potential litigation that could arise with such forward looking 
statements along with the significant administrative burden companies 
might incur if they are required to complete the MD&A schedule as 
proposed in the NOPR.\15\
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    \15\ See, e.g., INGAA at 2; AOPL at 20 and EEI at 5.
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    27. Many commenters argue that the SEC has substantial ``safe 
harbor'' rules that provide protection to companies from potential 
litigation risks associated with disclosing this type of information. 
These commenters urge the Commission adopt safe harbor rules similar to 
those of the SEC.\16\
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    \16\ See, e.g., BP at 7; AOPL at 22; Kinder Morgan at 12; PSEG 
at 11; INGAA at 16 through 19 and Southern at 2.
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    28. Commenters that urge the Commission to adopt a safe harbor 
provision state that under the Private Securities Litigation Reform Act 
of 1995 (PSLRA), the SEC provides a safe harbor from liability for 
forward-looking information.\17\ They argue that absent statutory 
protection, SEC registrants making corporate disclosures might be 
subject to damage claims if, and when, their forward-looking statements 
failed to correspond to actual results, and that the types of 
information that would be elicited in the MD&A reporting requirement 
appear to be precisely the types of statements for which a safe harbor 
is needed. They state that Congress and the SEC recognize how future 
looking statements can be highly charged and subject to 
misinterpretation, and that Congress viewed it necessary to enact 
statutory protection for such disclosures. These commenters further 
argue that it is not clear whether any of the protections applicable to 
SEC registrants under the PSLRA would be enjoyed by FERC jurisdictional 
entities that are not SEC registrants. Finally, they argue that, before 
imposing the MD&A requirements, the Commission should be in a position 
to assure respondents that they have full safe harbor protection 
similar to that which applies to SEC registrants.
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    \17\ SeePrivate Securities Litigation Reform Act of 1995, Pub. 
L. 104-67, 109 Stat. 737 (1996).
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    29. Some commenters that currently file SEC reports request that 
they be permitted to submit MD&A prepared under SEC guidance in their 
FERC annual and quarterly financial reports.\18\ Others also seek 
clarification on the definition of materiality and request that the 
Commission adopt the SEC definition of materiality. They state that a 
difference in levels of materially could lead to different MD&A 
prepared for the SEC and FERC. These material differences could lead to 
potential litigation.\19\ Some commenters also request that the MD&A 
content be modified to focus on historical events and be less 
speculative.\20\
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    \18\ See NU at 7; Old Dominion at 7; EEI at 11 and NRECA at 9.
    \19\ See, e.g., AEP at 2; KeySpan at 9; Gulf South at 8; Shell 
Gas at 7 and 8; NiSource at 16 and Shell Pipeline at 2.
    \20\ See Plains at 5; AEP at 2; Duke at 4; SCE at 7; INGAA at 
10; Gulfterra at 6 and 7; EEI at 18 and Southern at 2.
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    30. Other commenters urge that at the very least, the format of the 
MD&A in the proposal be modified. These commenters seek clarification 
on the specific 17 proposed items in the MD&A section. They question 
the value of the proposed information, while others request that the 
MD&A schedule be more free flowing.\21\ PSEG questions if the 17 items 
are intended as general guidance to preparing the MD&A, or if they are 
required by each filer. PSEG also requests that the quarterly MD&A be 
treated as an update to the annual MD&A and only require significant or 
material changes from the FERC Annual Report be reported, similar to 
the quarterly MD&A filed with the SEC. Other commenters express concern 
that the proposed MD&A, in the proposed format, goes beyond the SEC 
MD&A requirements. These commenters point out that the SEC requires 
only material changes to be reported quarterly in MD&A.\22\ AEP refers 
to the SEC method for reporting MD&A as familiar and with extensive 
guidelines. Entergy requests the Commission eliminate the ``boiler 
plate'' approach to MD&A.
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    \21\ See PSEG at 11; AEP at 2; National Grid at 6 and Entergy at 
3.
    \22\ See, e.g., PacifiCorp at 11-12; Duke at 5; SCE at 4; Shell 
Pipeline at 12; INGAA at 22 and EEI at 5.
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    31. Although commenters recognize the need for information at the 
jurisdictional level,\23\ some privately-held companies express concern 
because they currently do not prepare

[[Page 9034]]

an MD&A.\24\ Oil industry commenters also express concern regarding the 
potential for revealing confidential shipper data in MD&A.\25\ 
Commenters also indicate that the MD&A, as proposed by the Commission, 
may create unintended administrative burden in its present form.\26\ 
Additionally, there are a few commenters that believe the MD&A, in the 
proposed format, overlaps with that of the SEC, and is unnecessary.\27\
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    \23\ See APGA at 5 and NARUC at 2 and 3.
    \24\ See AOPL at. 7; Williston Basin at 6 and KeySpan at 11.
    \25\ See AOPL at 21; Plains at 5; Kinder Morgan at 13; Williston 
Basin at 6; Gulfterra at 7 and BP at 7.
    \26\ See PSEG at 6; Colonial at 4 and Portland General at 2.
    \27\ See ConEd at 1; MidAmerican at 2; Arizona at 5; Pepco at 1 
and Entergy at 1.
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Commission Response

    32. Based upon the comments received, the Commission will not 
include the MD&A schedule in the quarterly financial reports or in the 
FERC Annual Reports. Although the Commission recognizes the benefits of 
obtaining similar information at a jurisdictional entity level from all 
public and non-public jurisdictional entities that file financial 
information with the Commission, the potential litigation and 
confidentiality issues that may arise, in addition to the various 
administrative burden issues raised by the commenters of both privately 
held and publicly held companies, appear to outweigh the benefits 
derived from obtaining such information as proposed in the NOPR.
4. Notes to the Financial Statements
    33. The NOPR proposed the inclusion of notes to the financial 
statements in accordance with current accounting principles. 
Additionally, the NOPR required respondents to provide information on 
certain subjects that are also reported in the FERC Annual Reports. 
These subjects included the reporting of pension plan details, 
restrictions on retained earnings, significant refunds, and other items 
that have been reported in the respondent's prior year FERC Annual 
Report.

Comments Received

    34. Some commenters suggest that the Commission eliminate the 
requirement to provide notes to the financials, while others urge the 
Commission to require only a condensed or abbreviated set of quarterly 
financial notes that discuss material changes occurring since the prior 
FERC Annual Report filing.\28\ Others urge the Commission to permit 
respondents to file notes to the financials statements which are 
consistent with those provided in their SEC Form 10-K.\29\
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    \28\ See, e.g., AEP at 2; Cinergy at 4 and Entergy at 3.
    \29\ See, e.g., EEI at 4; FirstEnergy at 4 and Iroquois at 4.
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Commission Response

    35. The notes to the financial statements are an extension of the 
basic financial statements and are integrally related to them. The 
notes enable users of the data to understand the nature of the amounts 
presented in the financial statements and better interpret its meaning.
    36. Consequently, the Commission will require respondents include 
notes to the financial statements in their quarterly financial reports. 
However, the Commission will adopt the commenters' recommendation that 
respondents be permitted to file abbreviated notes to the financial 
statements in their quarterly financial reports.
    37. The use of abbreviated notes will be equivalent to the 
requirements for interim reporting established by the SEC.\30\ Under 
these requirements, filers of the FERC quarterly financial reports must 
include disclosures in the accompanying notes sufficient so as to make 
the interim information not misleading.
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    \30\ See SEC Regulation S-X, Rule 10-01(a)(5).
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    38. Quarterly financial reporting is a supplement to the FERC 
Annual Reports, and it presumes the users of the quarterly financial 
reports have read the audited financial statements from the preceding 
year, including the notes to the annual financial statements. 
Therefore, footnote disclosure which would substantially duplicate the 
disclosures contained in the most recent FERC Annual Report may be 
omitted. However, disclosure must be provided where events subsequent 
to the end of the most recent year have occurred which have a material 
effect on the respondent.
    39. Equivalent to the SEC footnote disclosure requirements, the 
Commission will require respondents to include in their notes 
significant changes since the most recently completed year in such 
items as: accounting principles and practices; estimates inherent in 
the preparation of the financial statements; status of long-term 
contracts; capitalization including significant new borrowings or 
modifications of existing financing agreements; and changes resulting 
from business combinations or dispositions. And similar to the SEC 
requirements for interim reporting, where material contingencies exist, 
the disclosure of such matters must be provided even though a 
significant change since year end may not have occurred.
    40. The use of abbreviated notes will minimize duplicate 
disclosures, reduce the administrative burden cited by some commenters, 
and ensure that the interim information presented in the financial 
statements is not misleading. Finally, to the extent that the notes to 
the financial statements relating to the respondents appearing in the 
annual report to stockholders are applicable and furnish the required 
data, such notes may be included in the quarterly financial reports.
5. Filing Dates for the Quarterly Financial Reports
    41. The Commission proposed that jurisdictional entities would 
submit the quarterly financial reports using a phase-in approach. The 
phase-in approach would start in 2004 with the reports filed 45 days 
after the end of the quarter, and accelerate the filing date to 35 days 
after the end of the quarter by September 2005. This phase-in approach, 
and related filing dates, would have been applicable to all 
respondents.

Comments Received

    42. Most commenters urge the Commission to provide ``breathing 
room'' between the filing dates of the SEC quarterly reports and the 
filings dates of the FERC quarterly reports. Commenters recommend 
extensions ranging from 20 days to 60 days, or longer, after the 
applicable SEC quarterly filing dates. Commenters state that extending 
the deadline will reduce administrative burden, allow more productive 
use of staff, and result in better quality of reporting by allowing 
filers a reasonable period of time to gather the appropriate 
information and properly prepare the quarterly reports.\31\ Some 
commenters also urge the Commission to provide a temporary filing 
extension for the initial 2004 reporting year to give respondents extra 
time to establish procedures and work through learning curves.\32\ 
These commenters state that only SEC filers that meet certain criteria 
must file on an accelerated basis, and that the Commission's proposal 
will result in smaller companies filing financial statements with the 
FERC before they are required to file with the SEC. Finally, Iroquois 
echoes in its comments the SEC's view that while larger companies may 
have more complex

[[Page 9035]]

operations, they also are more likely than smaller companies to have 
the infrastructure and resources to report on an accelerated basis.
---------------------------------------------------------------------------

    \31\ See, e.g., AEP at 3; Arizona at 8; AOPL at 16; Cinergy at 
5; EEI at 7 and INGAA at 24.
    \32\ See, e.g., Arizona at 8 and EEI at 7.
---------------------------------------------------------------------------

Commission Response

    43. Based upon the comments received, the Commission will modify 
the proposed filing dates so that respondents may properly prepare, 
review, and certify the quarterly financial reports filed with the 
Commission. The modifications made to the proposed filings dates will 
provide for greater precision in the data reported without imposing an 
undue burden on respondents.
    44. It is important to balance the Commission's need for financial 
information with the ability of the respondent to prepare that 
information without undue burden. As noted by many commenters, the SEC 
has only accelerated the filing dates for large public companies that 
meet certain criteria while others may continue to file their reports 
using the existing filing dates.\33\
---------------------------------------------------------------------------

    \33\ See, e.g., Portland General at 5; FirstEnergy at 6, 
MidAmerica at 2 and INGAA at 24.
---------------------------------------------------------------------------

    45. Therefore, beginning in 2005 major public utilities and 
licensees, and major natural gas companies will be required to file 
their quarterly reports 60 days after the end of the quarter. Nonmajor 
public utilities and nonmajor natural gas companies, and all oil 
pipeline companies will be given additional time to file their 
quarterly financial reports. These respondents will file their 
quarterly financial reports within 70 days after the end of the 
quarter. These modifications to the filing dates proposed in the NOPR 
should relieve most of the administrative burden cited by 
jurisdictional entities caused by identical FERC and SEC filing dates 
for quarterly financial reporting.
    46. Additionally, the Commission will provide additional relief 
during the initial year of reporting, as urged by some commenters. A 
temporary filing extension will be provided for the quarterly filings 
made in 2004 in order to provide respondents additional time to 
establish the necessary procedures to report financial information on a 
quarterly basis as shown in the table below:

----------------------------------------------------------------------------------------------------------------
                                                                                              Filing dates for
                                                                   Filing dates for major    nonmajor electric,
                                            Filing dates for all    electric and natural   nonmajor natural gas,
                      Quarterly period         respondents as        gas respondents in     and all oil pipeline
                                            proposed in the NOPR         final rule         respondents in final
                                                                                                    rule
----------------------------------------------------------------------------------------------------------------
1................  1/1/2004--3/31/2004...  May 15, 2004..........  July 9, 2004..........  July 23, 2004.
2................  4/1/2004--6/30/2004...  August 14, 2004.......  September 8, 2004.....  September 22, 2004.
3................  7/1/2004--9/30/2004...  November 14, 2004.....  December 9, 2004......  December 23, 2004.
4................  1/1/2005--3/31/2005...  May 10, 2005..........  May 31, 2005..........  June 13, 2005.
5................  4/1/2005--6/30/2005...  August 9, 2005........  August 29, 2005.......  September 12, 2005.
6................  7/1/2005--9/30/2005...  November 9, 2005......  November 29, 2005.....  December 13, 2005.
7................  Subsequent Quarters...  35 days after the end   60 days after the end   70 days after the end
                                            of the quarter.         of the quarter..        of the of the
                                                                                            quarter.
----------------------------------------------------------------------------------------------------------------

    47. Finally, in order to reduce the administrative burden incurred 
by respondents during the initial reporting year, the Commission will 
only require that current year data be included in the quarterly 
financial reports filed during 2004. Respondents will not be required 
to report prior year's quarterly amounts in these filings.
6. Certified Public Accountant Review Letter
    48. In the NOPR, the Commission explains that it is not requiring 
the quarterly financial report to be reviewed by the respondent's 
certified public accountant (CPA). However, the NOPR states that if a 
company has its quarterly financial report reviewed, it must provide a 
copy of the CPA review report to the Commission.

Comments Received

    49. Some commenters agree with the proposal requiring the 
submission of a CPA review letter only when an external accountant 
reviews the Commission's quarterly financial report and provides the 
respondent with a report.\34\ Others state that the Commission should 
use the SEC approach which requires a registrant to obtain an external 
review of interim financial information but does not require a letter 
evidencing such a review unless the company states in the filing that 
the financial information was reviewed by an independent CPA.\35\
---------------------------------------------------------------------------

    \34\ See APGA at 6 and ITC at 2.
    \35\ See EEI at 20 and PSEG at 14.
---------------------------------------------------------------------------

    50. External accounting firms state that there is no provision 
under the American Institute of Certified Public Accountants (AICPA) 
Professional Standards that govern the roles and responsibilities of 
the independent accountant in reviewing a set of interim financial 
statements prepared under another comprehensive basis of accounting 
(OCBOA) for a SEC registrant, or non-SEC registrant, unless the non-SEC 
registrant is making a filing with a regulatory agency in preparation 
for a public offering or listing. They suggest that the Commission 
consider working with the Public Company Accounting Oversight Board in 
promulgating reporting standards for performing interim reviews on 
financial statements prepared on an OCBOA basis, and they are willing 
to assist Commission staff in this effort.\36\
---------------------------------------------------------------------------

    \36\ See D&T at 3 and PWC at 2 and 3.
---------------------------------------------------------------------------

Commission Response

    51. The Commission will not require respondents to have the 
quarterly financial report reviewed by a CPA, nor will it require 
respondents to submit a copy of the CPA review letter or report if one 
is issued by an external accountant. As previously stated in this Final 
Rule, quarterly financial reports are considered to be supplements to 
the respondent's FERC Annual Report. As such, the Chief Financial 
Officer will attest to the quarterly and annual financial reports. 
Additionally, the FERC Annual Reports, as a general matter, are audited 
by the respondents' external accountants, and respondents are required, 
under the Commission's existing regulations, to submit a copy of the 
auditor's report to the Commission. Therefore, the Commission finds 
that an appropriate balance is struck between the reliability of the 
data and the administrative costs respondents incur to provide the data 
to the Commission.
7. Exemption Requests
    52. The Commission received numerous requests from respondents to 
be exempt from filing a quarterly financial report. Most respondents 
urge

[[Page 9036]]

the Commission to waive the filing requirements due to the 
administrative burden caused by the content and accelerated filing 
dates proposed in the NOPR. As more fully discussed below, the 
Commission is of the view that blanket exemptions or waivers are not 
necessary due to the modifications and changes made to the proposal in 
the Final Rule. Therefore, as provided in the NOPR and contained in 
this Final Rule, respondents that file a FERC Annual Report No. 1, 1-F, 
2, 2-A, or 6 are required to file quarterly financial reports. However, 
a jurisdictional entity with a waiver from filing a FERC Annual Report 
No. 1, 1-F, 2, 2-A, or 6 is exempt from filing quarterly financial 
reports.

Comments Received

    53. Some public utilities and natural gas companies urge the 
Commission to grant exemptions from the quarterly financial reporting 
requirements due to the administrative burden, and recommend the 
Commission exempt respondents that file FERC Annual Report Nos. 1-F and 
2-A from the quarterly reporting requirement.\37\
---------------------------------------------------------------------------

    \37\ See, e.g., AGA at 3 and INGAA at 25.
---------------------------------------------------------------------------

    54. Some commenters suggest an exemption for FERC respondents with 
revenues under various amounts, or an exemption for those that do not 
file financial statements with the SEC.\38\ MPSC urges the Commission 
to waive the reporting requirements for those that do not have a 
significant energy presence or who are not involved in generation, 
power marketing, and trading. National Grid suggests that companies 
within an affiliated group of companies be exempt if they represent 
less than 10 percent of the affiliated group's consolidated operating 
revenues, gross plant assets, and number of utility customers, or 
considering using a threshold that exempts entities in the bottom 10 
percent as measured by operating revenues, gross plant, or using other 
measures. Certain electric cooperatives urge the Commission to exempt 
electric distribution cooperatives from any final rule because they are 
not major participants in the capital markets and state this rule will 
be a hardship.\39\
---------------------------------------------------------------------------

    \38\ See AEP at 3 and 4; EEI at 5 and Southern at 3.
    \39\ See, e.g., Connexus at 19 and Inland at 2.
---------------------------------------------------------------------------

    55. The ISO/RTO Council focuses on the increased administrative 
burden that will be imposed if an MD&A, accelerated filing dates, and 
expanded corporate officer certification are required, and therefore 
urge the Commission to exempt them from quarterly financial reporting. 
It states that they have an almost de minimis value of physical assets 
and have no ownership interest in the utility infrastructures that are 
under operational control. Therefore, the significantly smaller capital 
requirements of an ISO or RTO will be provided by non-public sources 
such as administrative service charges to its market participants, bank 
financing lines or private-placement debt instruments.\40\
---------------------------------------------------------------------------

    \40\ See ISO/RTO Council at 8.
---------------------------------------------------------------------------

    56. The ISO/RTO Council argues that there is no public ownership 
and that its members are formed as not-for-profit corporations or 
otherwise operate on a revenue neutral basis under its respective state 
or provincial laws. It states that none of the Joint ISO/RTOs are 
authorized to, nor have, issued to the public any shares of ownership 
interest in their entities, and none are affiliated with any company 
that has done so.\41\ It also states that ISOs/RTOs are service 
organizations whose principle revenue streams typically come from cost-
of-service based service charges from their market participants which 
are either specifically approved by this Commission or are derived from 
Commission authorized formula rates.\42\
---------------------------------------------------------------------------

    \41\ Id. at 9.
    \42\ Id. at 11.
---------------------------------------------------------------------------

    57. Finally, it states that the Commission's Uniform System of 
Accounts does not in most cases translate well for effectively 
reporting financial and transactional results of ISO and RTO 
operations. It urges the Commission to re-institute its previous effort 
to develop a uniform chart of accounts that will be more applicable to 
ISO/RTO operations and states that the jurisdictional members of the 
ISO/RTO Council are prepared to fully support such an effort and 
contribute whatever resources are required to complete such an 
effort.\43\
---------------------------------------------------------------------------

    \43\ Id. at 8.
---------------------------------------------------------------------------

Commission Response

    58. Due to the modifications and changes made to the NOPR, the 
Commission has significantly reduced most of the administrative burden 
cited by the commenters as the primary justification for blanket 
exceptions from filing a quarterly financial report. For example, the 
Commission has eliminated the MD&A requirement from both the quarterly 
financial reports and the FERC Annual Reports, and will accept 
abbreviated notes to the quarterly financial reports. Additionally, the 
Final Rule provides additional relief for respondents by modifying the 
filing dates for the quarterly financial reports which will reduce the 
staffing resources needed to compile the data within the required 
timeframes. Therefore, the Commission will not provide blanket waivers 
or exemptions for respondents. Respondents must supplement their FERC 
Annual Reports with the quarterly financial reports as provided for in 
this Final Rule.
    59. Finally, the Commission's staff has participated in informal 
meetings held to discuss potential accounting changes needed to the 
current regulatory accounting framework resulting from the formation of 
ISOs and RTOs. It continues to monitor the development of these 
entities in an effort to provide timely accounting guidance addressing 
their issues.\44\ The Commission appreciates the ISO/RTO Council's 
offer to fully support an effort to update the Uniform System of 
Accounts to better accommodate their unique utility business model, and 
staff will continue to work with these entities and continue its 
efforts in this developing area.
---------------------------------------------------------------------------

    \44\ For example, on October 1, 2001, the Chief Accountant 
issued Accounting Release No. 16, Operating and Administrating an 
Electric Power Exchange. This accounting release provided guidance 
to the electric industry on the proper accounting and reporting for 
revenues and expenses incurred to operate and administer a power 
exchange.
---------------------------------------------------------------------------

C. Updates to the FERC Annual Reports

    60. As part of updating the FERC Annual Reports, the Commission 
proposed to accelerate the filing dates. Additionally, the Commission 
proposed to add new schedules in the FERC Annual Report Nos. 1 and 1-F 
in order to collect information on the amount of ancillary services 
purchased and sold during the year, and to update the statistical 
classifications resulting from the use of the transmission system by 
and for others to reflect open access transmission established under 
Order No. 888.\45\ The Commission also proposed to modify certain 
schedules that report revenues and expenses so that these schedules 
will report fourth quarter activity for certain account balances or 
utility functions. Based upon the comments received the Commission will 
modify certain aspects of the proposal as discussed below.
---------------------------------------------------------------------------

    \45\ See Promoting Wholesale Competition Through Open Access 
Non-discriminatory Transmission Services by Public Utilities; 
Recovery of Stranded Costs by Public Utilities and Transmitting 
Utilities, Order No. 888, 61 FR 21540 (May 10, 1996), FERC Stats. & 
Regs., Regulations Preambles (Jan. 1991-June 1996), ] 31,036 (Apr. 
24, 1996).

---------------------------------------------------------------------------

[[Page 9037]]

1. Filing Dates for the FERC Annual Reports
    61. The Commission proposed to accelerate the filing dates for the 
FERC Annual Reports so that financial information will be obtained from 
all respondents on a more timely basis, and thereby increasing its 
transparency and usefulness. The Commission proposed that all 
respondents use the same accelerated filing dates adopted by the SEC.

Comments Received

    62. APGA supports the proposal and suggests that due to advances in 
collecting and reporting an even shorter time frame may be appropriate. 
However, most commenters recommend that the existing filing dates 
remain, or even be extended, in order to give them additional time 
between the filing of the SEC 10-K reports and FERC Annual Reports.\46\ 
These commenters cite significant administrative burden they will incur 
to prepare, review, and certify the FERC Annual Reports. Additionally 
D&T states that the acceleration of the FERC Annual Report deadline 
creates an additional burden for external accountants who must provide 
an auditor's opinion on the FERC Annual Report.
---------------------------------------------------------------------------

    \46\ See, e.g., AEP at 3; AGA at 5; Cinergy at 5; EEI at 7; PSEG 
at 10; and San Diego at 4.
---------------------------------------------------------------------------

    63. Oil pipeline companies assert that, under Section 20 of the 
Interstate Commerce Act, they have three months after the close of the 
reporting year to file their FERC Annual Reports with the Commission, 
and that many have found it difficult to meet the current filing 
date.\47\ Kinder Morgan states that many pipelines routinely file for 
an extension of time to file because it has become difficult to meet 
the current March 31 deadline.
---------------------------------------------------------------------------

    \47\ See Chevron at 3; Gulf South at 6; and Kinder Morgan at 15.
---------------------------------------------------------------------------

Commission Response

    64. Based upon the comments received concerning the additional 
administrative burden that respondents will incur to implement the new 
corporate officer certification, and other reporting requirements 
contained in this Final Rule, the Commission will not require FERC 
Annual Reports to be filed on the same accelerated dates as proposed in 
the NOPR. The Commission will modify its existing filing dates for the 
FERC Annual Reports to provide for additional time to prepare and file 
the FERC Annual Reports.
    65. In order to ease the administrative burden on respondents, the 
Commission will not include the proposed new schedules on ancillary 
services and other statistical classifications for the 2003 FERC Annual 
Reports that will be filed in 2004. Additionally, the Commission will 
modify the filing dates for the FERC Annual Reports as proposed in the 
NOPR. Finally, the Commission will provide for a temporary filing 
extension for the 2004 FERC Annual Report to give respondents 
additional time to establish the necessary procedures to report the 
data required by this Final Rule. These new dates and other 
modifications to the NOPR will relieve most of the administrative 
burden cited by the respondents and their external accountants. The 
table below details the filing dates for the Annual Report Forms 1, 1-
F, 2, 2-A, and 6.

------------------------------------------------------------------------
               Calendar year     Proposed in
                  ending             NOPR              Final rule
------------------------------------------------------------------------
1..........  December 31,      March 1, 2005..  April 25, 2005.
              2004.
2..........  Each Year         March 1........  April 18.
              Thereafter.
------------------------------------------------------------------------

    66. The modified filing dates for the FERC Annual Reports will 
reduce the administrative burden cited by respondents by eliminating 
simultaneous SEC 10-K and FERC Annual Report filings. Additionally, the 
new filing date will provide oil pipeline companies with additional 
time to file their FERC Annual Reports and thereby reduce the number of 
extension requests made by these respondents.
2. Ancillary Services
    67. The Commission proposed to add a new schedule in the FERC 
Annual Report Nos. 1 and 1-F that details the amount of ancillary 
services purchased and sold during the year. The Commission explained 
in the NOPR that this schedule was needed because these services and 
related amounts have been reported in an inconsistent manner by most 
respondents. The proposed schedule would standardize the form and 
content of the data collected.

Comments Received

    68. NARUC strongly supports the proposal to collect financial 
information on the amount of ancillary services purchased and sold 
during the year and argues that such information will help State 
commissions better monitor public utilities' compliance with open 
access transmission tariffs. Two commenters seek clarification 
concerning whether the data elements must be reported in dollars or 
megawatt hours.\48\
---------------------------------------------------------------------------

    \48\ See Arizona at 8 and EEI at 23.
---------------------------------------------------------------------------

Commission Response

    69. The Commission clarifies that the units of the data elements on 
the ancillary service schedule are to be reported in both dollars and 
the billing determinants reflecting usage.
    70. For ratemaking and monitoring regulated transmission services, 
the Commission requires information from respondents on the dollar 
amounts for both expense and revenues associated with these services, 
as well as the usage-related billing determinants associated with these 
purchase and sales transactions. Therefore, the Commission will clarify 
the instructions and make the necessary modifications to the schedule 
for respondents to report both dollars and usage-related billing 
determinants associated with these services.
3. Electric Transmission Peak Loads
    71. The Commission proposed a new schedule in the FERC Annual 
Report Nos. 1, 1-F, and in the quarterly financial reports that would 
collect information concerning the transmission system including the 
respondent's own use of its transmission system. This information will 
aid the Commission in evaluating the adequacy of existing traditional 
cost-based rates.

Comments Received

    72. EEI indicates the electric transmission peak load schedule 
cannot be prepared within the timeframe that FERC is proposing, and the 
use of estimates will be required. Additionally, the breakdown of the 
system peak load into statistical classifications will tend to be 
subjective because there is no guidance on methodology which will 
result in inconsistent submissions by FERC respondents.

Commission Response

    73. As previously mentioned, the Commission is modifying the filing 
dates for the FERC Annual Reports and

[[Page 9038]]

the quarterly financial reports. The changes in the filings dates 
should provide respondents with sufficient time to collect and report 
the required information.
    74. Also, the Commission notes that monthly transmission system 
peak loads are measurable, not subjective. As guidance on methodology, 
the Commission clarifies that each of these peak loads are the Monthly 
Transmission System Peak as defined in the pro-forma Open Access 
Transmission Tariff. The value in the statistical classifications 
listed below the monthly peak should reflect each classification's 
contribution to the firm Monthly Transmission System Peak. In this 
regard, the Commission clarifies that the line labeled ``Non-Firm 
Service'' will be deleted, because non-firm service does not contribute 
to firm peak load. The Commission also clarifies this schedule will be 
included in the quarterly financial reports and the FERC Annual Report 
Nos. 1 and 1-F. If a respondent finds the use of estimates is necessary 
to complete the schedule, the respondent must indicate this fact on the 
schedule and fully describe the estimation methodology in a footnote.
4. Statistical Classifications
    75. As part of the revisions to the FERC Annual Report Nos. 1 and 
1-F, the Commission proposed to update the statistical classifications 
for the Schedule of Transmission of Electricity for Others, and for the 
Schedule of Transmission by Others, to reflect open access transmission 
established by Order No. 888.\49\
---------------------------------------------------------------------------

    \49\ Under the Uniform System of Accounts prescribed for Public 
Utilities and Licensees, revenues from transmission of electricity 
of others over transmission facilities of the respondent are 
recorded in Account 456, Other electric revenues, and amounts 
payable to others for the transmission of the respondent's 
electricity over transmission facilities owned by others are 
recorded in Account 565, Transmission of electricity by others.
---------------------------------------------------------------------------

Comments Received

    76. EEI states that the changes add new statistical 
classifications. EEI interprets the report to require a separate line 
for each customer, for each type of service taken, and for each 
transmission path used. EEI requests guidance for netting groups of 
customers, or for materiality thresholds, and contend that a literal 
interpretation of the proposal could result in thousands of lines of 
data.

Commission Response

    77. The Commission notes that collection of the data fields on this 
page has been required in the FERC Annual Report No. 1 for years, and 
that the new, additional statistical classifications reflect service 
categories available under the pro-forma Open Access Transmission 
Tariff.
    78. Clearly, the volume of data will vary by respondent. However, 
in cases of actual extreme volume, aggregation of data by logical 
criteria may be acceptable if the method of aggregation is clearly 
footnoted. In all cases, the respondent should keep a complete 
electronic copy of the disaggregated data.
5. Selected Fourth Quarter Data in FERC Annual Reports
    79. The Commission proposed to break out certain fourth quarter 
account data for certain income statement accounts reported in the FERC 
Annual Reports. The Commission proposed that the revenue and expense 
account data be shown in two new columns, one column for the current 
quarter and a second column for the same quarter of the previous year.

Comments Received

    80. Some commenters urge the Commission to eliminate the 
requirement to separately display fourth quarter data in the FERC 
Annual Reports. They argue that the requirement is more onerous than 
the SEC's requirement since the SEC requires only three quarters and 
one annual report, and there is no SEC requirement to analyze the 
fourth quarter separately. They also state that the FERC Annual Report 
should coincide with SEC reporting requirements for selected quarterly 
financial data to be presented in the financial notes.\50\
---------------------------------------------------------------------------

    \50\ See, e.g., DE at 5; FPL at 6 and Gulfterra at 4.
---------------------------------------------------------------------------

Commission Response

    81. The Commission will not adopt the proposal requiring 
respondents to separately report certain fourth quarter income 
statement data in the FERC Annual Reports. Pursuant to this Final Rule, 
the Commission will require respondents to file three quarterly 
financial reports and a FERC Annual Report that reports on the account 
balances and activity for the entire year. The Commission's existing 
information technology has the ability to generate any needed internal 
special reports detailing selected fourth quarter activity for the 
purpose of review and evaluation. Therefore, the Commission finds that 
there is no need to burden respondents with separately displaying 
fourth quarter data in the FERC Annual Reports.

D. Corporate Officer Certification

    82. Under the Commission's existing certification procedures, a 
company officer must sign a certification stating that he or she has 
examined the FERC Annual Report and to the best of his or her knowledge 
and belief, the statements contained in the FERC Annual Report are 
true. The Commission proposed to update the corporate officer 
certification language contained in the FERC Annual Report, and to 
include the updated language in the quarterly financial reports. The 
new corporate officer certification was proposed in response to recent 
changes in corporate governance practices. This update was proposed to 
improve the reliability of the financial information filed with the 
Commission.
    83. A recent review of the FERC Annual Reports filed for the 
calendar year 2002 indicated inconsistencies in the level of management 
certifying the reports.\51\ The level of management that certify the 
FERC Annual Reports ranged from assistant controllers, controllers, 
chief financial officers, or individuals at a higher level within the 
organization. Therefore, in order to provide uniformity of 
accountability for jurisdictional entities, the Commission proposed 
that the principal executive officer of the jurisdictional entity and 
the principal financial officer of the jurisdictional entity, and or 
persons performing similar functions for the jurisdictional entity 
certify the annual and quarterly financial reports. The certification 
required these corporate officers to state they reviewed the report, 
were responsible for the content of the report, and were responsible 
for establishing, maintaining, and evaluating internal controls and 
procedures.
---------------------------------------------------------------------------

    \51\ See, e.g., AEP Generating Company, FERC Annual Report No.1; 
Alliance Pipeline, L.P., FERC Annual Report No. 2; Belle Forche 
Pipeline Company, FERC Annual Report No. 6; Guardian Pipeline, LLC, 
FERC Annual Report No. 2; Kansas Gas and Electric Company, FERC 
Annual Report No. 1 and Seminole Creek, Ltd., FERC Annual Report No. 
6.
---------------------------------------------------------------------------

Comments Received

    84. In general, none of the commenters object to the Commission 
continuing to require corporate officers to certify the FERC Annual 
Report or quarterly financial report. APGA specifically describes the 
corporate officer certification as a necessity, and specifically 
supports the content of the certification. However, many commenters 
express concern over various aspects of the proposed corporate 
officer's certification. These comments range from the administrative

[[Page 9039]]

burden associated with the level of corporate officers who are required 
to certify the financial report, to the content of the corporate 
officer's certification statement. These commenters request the 
Commission continue to use the current certification or to make certain 
modifications to the NOPR to clarify the certification 
requirements.\52\
---------------------------------------------------------------------------

    \52\ See, e.g., BP at 9; Plains at 6 and 7; AOPL at 12; Kinder 
Morgan at 14; PacifiCorp at 9 and 10; INGAA at 26; EEI at 5.
---------------------------------------------------------------------------

    85. Commenters urging the Commission to retain the current 
certification language argue that applying the Sarbanes-Oxley corporate 
officer certification standards to FERC Annual and quarterly financial 
reports would be a misapplication of the Sarbanes-Oxley standards 
because the Sarbanes-Oxley standards are intended to protect public 
investors.\53\ Other commenters request that the Commission keep the 
current corporate officer certification because some of the language 
used in the proposed corporate officer certification statement does not 
apply to FERC respondents that are not publicly traded entities. 
Specifically, these commenters argue that references in the proposed 
corporate officer certification to audit committees and subsidiaries 
are inappropriate for certain FERC respondents.\54\ AOPL states that 
most wholly-owned subsidiaries or privately held companies do not have 
an Audit Committee or equivalent position. AOPL argues that in order to 
make such a certification, FERC respondents that are wholly-owned 
subsidiaries or privately held companies will need to establish a 
position equivalent to an Audit Committee and to educate members of 
such an Audit Committee about the Uniform System of Accounts and FERC 
reporting requirements.
---------------------------------------------------------------------------

    \53\ See EEI at 20.
    \54\ See AOPL at 12 and Hampshire at 5.
---------------------------------------------------------------------------

    86. Other commenters request the Commission to use ``disclosure 
controls and procedures'' instead of ``internal controls.'' \55\ 
Hampshire is concerned because the NOPR uses the terms ``internal 
controls'' and ``disclosure controls and procedures'' interchangeably. 
PacifiCorp seeks clarification on the definition of internal controls 
that is used in the proposed corporate officer certification statement. 
PacifiCorp defines ``disclosure controls and procedures'' as controls 
and procedures designed to ensure that information required to be 
disclosed in reports under the Securities Exchange Act of 1934 
(''Exchange Act'') is accumulated and communicated to the issuer's 
management, as appropriate to allow timely decisions regarding 
disclosure. In addition, PacifiCorp refers to Section 404 of the 
Sarbanes-Oxley Act, annual reports for investors contain an internal 
control report describing the responsibility of management for 
establishing and maintaining an adequate internal control structure and 
procedures for financial reporting and an assessment of the 
effectiveness of the controls.
---------------------------------------------------------------------------

    \55\ See PacifiCorp at 10 and Hampshire at 5.
---------------------------------------------------------------------------

    87. Additionally, Gulf South seeks clarification of the specific 
officers required to certify the FERC annual and quarterly financial 
reports. Gulf South states that the specific certification language is 
confusing and requests that the Commission clarify the language. Some 
commenters request a definition for a materiality standard for the 
corporate officer certification.\56\ Still other commenters describe 
the corporate officer certification as duplicative of the SEC corporate 
officer certification, and some commenters request the Commission to 
use the current SEC corporate officer certification.\57\
---------------------------------------------------------------------------

    \56\ See Williams at 4 and NiSource at 17.
    \57\ See, e.g., INGAA at 26; Arizona at 7 and Kinder Morgan at 
14.
---------------------------------------------------------------------------

    88. Additionally, some commenters express specific concern about 
the administrative burden associated with the corporate officer 
certification. Specifically, commenters argue that since the FERC 
annual and quarterly financial reports contain so much more detail than 
a GAAP or SEC financial report, the burden on the corporate officers to 
certify the FERC Annual and quarterly financial reports is clearly 
unreasonable.\58\ Other commenters express concern about the costs 
associated with educating officers about the accounting rules under 
Uniform System of Accounts.\59\
---------------------------------------------------------------------------

    \58\ See, e.g., INGAA at 26; Plains at 6; Kinder Morgan at 14 
and Shell Pipeline at 13.
    \59\ See Plains at 6 and Shell Pipeline at 13.
---------------------------------------------------------------------------

    89. PacifiCorp requests the corporate officer certification 
statement be clarified to refer only to the respondent's overall 
financial condition and risk. PacifiCorp argues that it will be unduly 
burdensome for the Commission to require certification of individual 
account balances.

Commission Response

    90. In order to strengthen the reliability of the financial data 
submitted to the Commission in the FERC Annual Reports and quarterly 
financial reports, the Chief Financial Officer or an individual 
performing that function will be required to certify these reports. The 
Commission views the officer certification requirement as an important 
part in the corporate governance process. Since the CFO is generally 
the corporate executive that directs all of the financial aspects of a 
company, the Commission views this level of management as the 
appropriate individual to attest to the financial information contained 
in the report. Senior level management involvement in the preparation 
and review of the quarterly financial reports and the FERC Annual 
Reports is essential to the process of respondents providing reliable 
financial information to the Commission.
    91. As more fully discussed below, the Commission will use its 
existing corporate officer certification in the quarterly financial 
reports, and will use the more expansive corporate officer 
certification statement as proposed in the NOPR, with certain 
modifications, in the FERC Annual Reports.
1. Quarterly Financial Reports
    92. As previously mentioned, the Commission proposed the same 
expansive corporate officer certification be used for both the 
quarterly financial report, and the FERC Annual Report. However, the 
Commission agrees with commenters that using the existing corporate 
officer certification statement for the quarterly financial report will 
alleviate the administrative burden cited by commenters while still 
maintaining a level of reliability appropriate for quarterly financial 
reports. The Commission will use the following corporate officer 
certification in the quarterly financial reports. The Chief Financial 
Office will sign the certification.

    I have examined this report and to the best of my knowledge, 
information, and belief all statements of fact contained in this 
report are correct statements of the business affairs of the 
respondent and the financial statements, and other financial 
information contained in this report, conform in all material 
respects to the Uniform System of Accounts.
2. FERC Annual Reports
    93. The Commission is modifying the corporate officer certification 
as proposed in the NOPR for the FERC Annual Report based upon the 
comments received. As discussed below, the Commission will define 
internal accounting control for purposes of its corporate officer 
certification, require only the chief financial officer to certify the 
report, make specific reference to the Commission's Uniform Systems of 
Accounts, and make other minor changes to the certification language.

[[Page 9040]]

    94. In order to provide clarification, the Commission will replace 
the phrase ``internal controls'' with ``internal accounting controls.'' 
The Commission's use of ``internal accounting controls'' in the 
corporate officer certification will refer to the accounting policies, 
procedures, and systems that are sufficient to provide reasonable 
assurance that the financial statement schedules contained in the 
quarterly and annual reports conform in all material aspects with the 
Commission's Uniform System of Accounts and related regulations.
    95. The Commission is of the view that respondents should have 
sufficient accounting controls in place at a level acceptable in order 
to provide reasonable assurance that the financial information 
contained in the report conforms in all material respects with the 
Commission's Uniform Systems of Accounts and related regulations. While 
the Commission notes that this may add some additional burden for 
respondents, the Commission views the certification as a necessity in 
order to ensure the reliability of the information presented in the 
report.
    96. The Commission agrees with commenters that it may be unduly 
burdensome to require multiple corporate officers to certify the FERC 
Annual Reports and quarterly financial reports. Therefore, the 
Commission will only require the CFO or a person performing similar 
functions to certify the reports. The Commission notes that many CFOs 
already certify the FERC Annual Report and, therefore, requiring this 
level of management to certify the reports should not present an undue 
burden on respondents.\60\
---------------------------------------------------------------------------

    \60\ See, e.g., Avista Corp., FERC Annual Report No. 1; MIGC, 
Inc. FERC Annual Report No. 2 and Rocky Mountain Pipeline System 
LLP, FERC Annual Report No. 6.
---------------------------------------------------------------------------

    97. The Commission will not use identical SEC language for its 
corporate officer certification requirements. The SEC's corporate 
officer certification is based upon the Exchange Act and subsequent SEC 
regulations. As previously noted in this Final Rule, many FERC 
jurisdictional companies are not subject to SEC regulations. 
Additionally, the SEC corporate officer certification addresses 
financial statements prepared in accordance with generally accepted 
accounting principles (GAAP) while the FERC Annual Reports are based on 
the Commission's Uniform System of Accounts.
    98. The Commission will clarify that it did not propose that 
respondents file a management internal control report in the NOPR, and 
it is not a requirement of this Final Rule. Apparently there was some 
confusion among commenters due to the language used in the NOPR issued 
by the Commission on June 26, 2003, and the SEC's Release on 
Management's Internal Control Report issued on June 5, 2003. This SEC 
Release required companies to file an internal control report 
containing a management opinion on their internal controls.
    99. The Commission is also eliminating the requirement to have 
multiple officers certify the quarterly and annual reports. The 
Commission will only require the updated certification for the 
financial statements and notes to the financial statements. The 
Commission will keep the current certification language to address 
matters reported in the other schedules contained in the FERC Annual 
Reports.
    100. The corporate officer certification contained in the FERC 
Annual Reports will read as follows:

    The undersigned officer certifies that:
    I have read this FERC Annual Financial Report:
    Based on my knowledge this report does not contain any untrue 
statement of material fact or omit to state a material fact 
necessary to make the statements made, in light of the circumstances 
such statements were made, not misleading with respect to the period 
covered by this report.
    Based on my knowledge the financial statements, and other 
financial information (Comparative Balance Sheet, Statement of 
Income for the Year, Statement of Retained Earnings for the Year, 
Statement of Cash Flows, Statement of Accumulated Comprehensive 
Income and Hedging Activities, and Notes to the Financial 
Statements) included in this report conform in all material respects 
with the Commission's Uniform System of Accounts, as of, and for, 
the periods presented in this report.
    I am responsible for establishing and maintaining internal 
accounting controls as defined by the Commission. I have designed 
such internal accounting controls to ensure that material 
information relating to the respondent and its subsidiaries, to the 
extent that the respondent has subsidiaries, is made known to me by 
others within those entities, particularly during the period in 
which this report is being prepared. I have evaluated the 
effectiveness of the internal accounting controls as of a date 
within 90 days prior to the period in this report (evaluation date). 
I have presented in this report my conclusions about the 
effectiveness of the internal accounting controls based on my 
evaluation as of the evaluation date.
    I have disclosed, based on my most recent evaluation, to the 
respondent's auditors and the audit committee or persons performing 
similar functions, to the extent that the respondent has an audit 
committee or persons performing similar functions, that all 
significant deficiencies in the design or operation of internal 
accounting controls which could adversely affect the respondent's 
ability to record, process, summarize and report financial data and 
have identified for the respondent's auditors any material 
weaknesses in disclosure controls and procedures and any fraud, 
whether or not material, that involves management or other employees 
who have a significant role in the respondent's internal accounting 
controls.
    I have indicated in this report whether or not there were 
significant changes in internal accounting controls and procedures 
or in other factors that could significantly affect internal 
accounting controls and procedures subsequent to the date of my most 
recent evaluation, including any corrective actions with regard to 
significant deficiencies and material weaknesses.
    In addition, I have examined the remaining schedules contained 
in this report, to the best of my knowledge, information, and belief 
all statements of fact contained in this report are correct 
statements of the business affairs of the respondent and the 
financial statements, and other financial information contained in 
this report, conform in all material respects to the Uniform System 
of Accounts.

E. Miscellaneous Matters

1. Fiscal Year Reporting
    101. PacifiCorp urges the Commission to adopt the same fiscal 
annual and quarterly reporting requirements implemented by the SEC. 
PacifiCorp requests that the Commission clarify that it will recognize 
fiscal year reporting. It also requests the Commission allow such 
entities to file their FERC quarterly financial reports after the end 
of each fiscal quarter because it asserts that having parallel filing 
schemes and timelines with the SEC will ease administrative burden on 
utilities filing financial reports with both the Commission and the 
SEC. Finally, PacifiCorp is concerned that if the Commission does not 
allow fiscal year reporters to file on a fiscal year basis, they will 
violate SEC fair disclosure rules. They argue that under the NOPR's 
filing dates they will be filing fourth quarter earnings under the FERC 
requirements before they are required to do so under the SEC rules.
    102. The Commission does not permit fiscal year respondents to file 
FERC Annual Reports on a fiscal year basis. The Commission requires 
these respondents to file on a calendar year in order to maintain a 
uniform basis of information collected from respondents filing the FERC 
Annual Report and quarterly financial reports for purposes of compiling 
data and making comparisons. Therefore, the financial information 
reported in the quarterly financial reports must be synchronized with 
the FERC Annual Reports which are presented on a calendar year to date 
basis. Finally, in light of the

[[Page 9041]]

modifications to the quarterly and annual report filing dates in this 
Final Rule, the Commission finds that FERC respondents will not be 
reporting financial information ahead of the filings made with the SEC 
and therefore fiscal year FERC respondents will not violate the SEC's 
fair disclosure rules.
2. Expand Data Collection in FERC Annual Reports
    103. The Commission also received requests from some commenters to 
expand the content of data and information collected in the FERC Annual 
Report Nos. 2 and 2A. These commenters urge the Commission to expand 
the financial information collected on such items as miscellaneous 
current and accrued liabilities, revenues from gathering, transmission 
and storage, miscellaneous general expenses, outside services employed, 
and to increase the record retention and availability of transactional 
activity. These commenters also urge the Commission to change the FERC 
Annual Reports to include information on the respondent's rate base, 
costs, and revenues, and provide additional disclosures on capital 
structure.\61\ The Commission will not act on these recommendations in 
the Final Rule because these changes are outside the scope of the 
proposal.
---------------------------------------------------------------------------

    \61\ See Missouri PSC at 5 through 8 and IC's Attachment.
---------------------------------------------------------------------------

3. Requests for a Technical Conference
    104. Some commenters urge the Commission to schedule a technical 
conference to allow for further dialogue and industry participation 
before issuing a Final Rule.\62\ However, the comments submitted by 
FERC jurisdictional entities, industry associations, state regulatory 
bodies, and others were detailed and comprehensive. The Final Rule 
contains significant modifications from the NOPR based upon the 
comments received. Therefore, the Commission declines to hold a 
technical conference before issuing the Final Rule. If respondents have 
questions regarding reporting matters contained in this Final Rule, 
they should submit those questions to the Chief Accountant as provided 
for in the Commission's Uniform Systems of Accounts, and related 
regulations.
---------------------------------------------------------------------------

    \62\ See, e.g., AOPL at 27 and 28; EEI at 6; FirstEnergy at 7 
and ISO/RTO Council at 17.
---------------------------------------------------------------------------

    105. This Final Rule is the result of an exhaustive and 
collaborative process among all stakeholders. The Commission believes 
it is appropriate to assess the adequacy and costs of these new 
reporting requirements. To this end, the Commission directs staff to 
determine if any improvements should be made to the new quarterly and 
annual financial reporting requirements. This review will be undertaken 
after a full reporting cycle, and notice and comment, with a staff 
report to the Commission.

F. Elimination of the Cash Management Notification Reports

    106. On October 23, 2003, the Commission in Order No. 634-A, issued 
a Final Rule on the regulation of cash management practices.\63\ As 
part of Order No. 634-A the Commission requires respondents 
participating in cash management programs, and who are not electric 
cooperatives, to determine on a quarterly basis the percentage of their 
capital structure that constitutes proprietary capital, and in the 
event the ratio is less than thirty percent the entity must notify the 
Commission within 45 days after the end of each calendar quarter.
---------------------------------------------------------------------------

    \63\ See Regulation of Cash Management Practices, RM02-14-000, 
NOPR issued on August 1, 2002, 67 FR 51150 (Aug. 7, 2002), IV FERC 
Stats. & Regs. ] 32,561 (Aug. 1, 2002), Interim Order No. 634 issued 
on July 8, 2003, 68 FR 40500 (July 8, 2003), III FERC Stats. & Regs. 
] 31,145 (June 26, 2003) and Order No. 634-A issued on October 23, 
2003, 68 FR 61993 (Oct. 31, 2003), III FERC Stats. & Regs. ] 31,152 
(Oct. 23, 2003).
---------------------------------------------------------------------------

    107. Respondents are required to describe the significant events or 
transactions causing the entity's proprietary capital to drop below 
thirty percent, and the extent to which the entity has amounts loaned 
or money advanced to its parent, subsidiary, or affiliated companies 
through its cash management program(s) must be reported, along with 
plans, if any, to regain at least a thirty percent proprietary capital. 
Finally, the respondent must notify the Commission within 45 days after 
the end of the calendar quarter when the entity's proprietary capital 
subsequently returns to, or exceeds, thirty percent.
    108. The Commission finds the quarterly financial reports in this 
Final Rule provide the Commission with the financial information 
necessary to determine the extent to which a FERC-jurisdictional 
entity's proprietary capital is less than thirty percent at the end of 
each quarter. Therefore, in order to minimize the reporting burden on 
FERC jurisdictional entities, the Commission will eliminate the 
separate filing requirement contained in Sec. Sec.  141.500, 260.400, 
and 357.500 of the Commission's regulations. The Commission finds that 
the informational requirements concerning the significant events or 
transactions causing the proprietary capital ratio to drop below thirty 
percent, along with the respondent's plans, if any, to regain at least 
a thirty percent proprietary capital ratio, and the extent to which the 
entity has amounts loaned or advanced to its parent, subsidiary or 
affiliate through its cash management program(s) must be reported in 
the Important Changes During the Quarter, and Important Changes During 
the Year schedule contained in the respective quarterly financial 
reports, and FERC Annual Reports.

IV. Regulatory Flexibility Act Certification

    109. The Regulatory Flexibility Act of 1980 (RFA) requires agencies 
to prepare certain statements, descriptions, and analyses of proposed 
rules that will have a significant economic impact on a substantial 
number of small entities.\64\ The Commission is not required to make 
such analyses if a rule would not have such an effect.
---------------------------------------------------------------------------

    \64\ See 5 U.S.C. 601-612 (2000).
---------------------------------------------------------------------------

    110. The Commission concludes that this Final Rule would not have 
such an impact on small entities. Most companies regulated by the 
Commission do not fall within the RFA's definition of a small entity, 
and the data required by this rule are already being captured by their 
accounting systems. However, if the recordkeeping requirements 
represent an undue burden on small businesses, the entity affected may 
seek a waiver from the Commission.

V. Environmental Impact Statement

    111. The Commission is required to prepare an Environmental 
Assessment or an Environmental Impact Statement for any action that may 
have a significant adverse effect on the human environment.\65\ The 
Commission excludes certain actions not having a significant effect on 
the human environment from the requirement to prepare an environmental 
impact statement.\66\ No environmental consideration is raised by the 
promulgation of a rule that is procedural or does not substantially 
change the effect of legislation or regulations being amended.\67\ This 
Final Rule updates parts 141, 260, 357 and 375 of the Commission's 
regulations and does not substantially change the effect of the 
underlying legislation or the regulations being revised or eliminated.

[[Page 9042]]

Accordingly, no environmental consideration is necessary.
---------------------------------------------------------------------------

    \65\ See Order No. 486, Regulations Implementing the National 
Environmental Policy Act, 52 FR 47897 (Dec. 17, 1987), FERC Stats. & 
Regs. Preambles 1986-1990 ] 30,783 (1987).
    \66\ See 18 CFR 380.4 (2003).
    \67\ See 18 CFR 380.4(a)(2)(ii) (2003).
---------------------------------------------------------------------------

VI. Information Collection Statement

    112. The Office of Management and Budget's (OMB) regulations 
require approval of certain information collection requirements imposed 
by agency rules.\68\ Upon approval of a collection of information, OMB 
will assign an OMB control number and expiration date. Respondents 
subject to the filing requirements of this Final Rule will not be 
penalized for failing to respond to these collections of information 
unless the collections of information display a valid OMB control 
number. In accordance with Section 3560(d) of the Paperwork Reduction 
Act of 1995,\69\ the information collection requirements in the 
rulemaking were submitted to OMB for review.
---------------------------------------------------------------------------

    \68\ See 5 U.S.C. 601-612 (2000).
    \69\ See 44 U.S.C. 3507(d) (2000).
---------------------------------------------------------------------------

    113. As the Commission states in the NOPR, the compliance burden of 
this Final Rule will be minimal for jurisdictional entities because it 
is standard accounting practice for companies to compile and summarize 
accounting transactions on a monthly basis under the Commission's 
existing accounting regulations. Additionally, it is standard 
accounting and reporting practice for publicly-held corporations to 
prepare financial statements on quarterly and annual basis for their 
stockholders and the SEC. Privately-held companies also prepare 
quarterly financial statements so that their financial condition and 
results of operations may be understood by selected creditors and their 
owners. The Commission projected that the total number of hours that 
each respondent would require to complete the quarterly reports is 
approximately 72 hours per year.
    114. The Commission estimated in the NOPR that most of the 
administrative burden associated with the proposal would result from 
respondents completing the MD&A schedule, preparing notes to the 
quarterly financial statements, performing the necessary review 
procedures for the corporate officers certification, and filing the 
reports within the prescribed time frames. As more fully discussed 
below, the modifications made to the original proposal should result in 
a substantial decrease in the administrative burden placed on 
jurisdictional entities.

Comments Received

    115. Many commenters disagree with the Commission's administrative 
burden estimate citing the time required to prepare an MD&A, as 
proposed in the NOPR, to prepare a complete set of notes to the 
financial statements, and to obtain multiple corporate officers' 
certifications, and the additional staffing needed to compile, prepare, 
and file the reports within the time frames specified.
    116. INGAA states that the preparation of an MD&A and the notes to 
the financial statements, as proposed in the NOPR, would account for 
over 50 percent of the projected cost of compliance with rule. AOPL 
states that for privately held companies that do not currently prepare 
an MD&A schedule the quarterly burden would be 220 hours with an 
additional 80 hours added to the annual report.
    117. Additionally, many commenters expressed concern about the 
proposed Corporate Officer Certification. EEI states that the internal 
officer certification would take an average of 13.3 hours for the 
quarterly reports and 13.6 hours for the FERC Annual Reports. However, 
SCE estimated that it would take their company 50 hours to complete the 
corporate officer's certification.
    118. Finally, commenters express concern over the administrative 
burden resulting from accelerating the filing dates of the annual 
reports and the proposed filing dates for the quarterly reports. Most 
commenters state that it would take additional staffing to concurrently 
prepare quarterly and annual reports for the SEC and for the FERC. 
While not providing specific burden hours resulting from the proposed 
filing dates of the quarterly and annual reports, INGAA state that by 
changing the filing deadlines forty percent of their compliance costs 
would be reduced.

Commission Response

    119. The modifications made in this Final Rule will significantly 
reduce or eliminate the administrative burden cited by commenters. The 
elimination of the requirement for respondents to prepare an MD&A 
schedule as proposed in the NOPR, and the use of abbreviated notes the 
financial statements that only discuss significant changes from the 
prior year's notes, will significantly reduce or eliminate the alleged 
administrative burden on respondents.
    120. Additionally, in response to the administrative burden raised 
by respondents due to concurrent SEC and FERC filing dates, the 
Commission is extending the filing dates for FERC Annual Reports and 
quarterly financial reports as proposed in the NOPR. Finally, the Final 
Rule modifies the corporate officer certification statement, and only 
requires the Chief Financial Officer to certify the quarterly and 
annual reports.
    121. As a result of these modifications, the Commission estimates 
that the reporting requirements for the quarterly financial report Nos. 
3-Q and 6-Q, and increased reporting requirements for the FERC Annual 
Report Nos. 1, 1-F, 2, 2-A, and 6 contained in this Final Rule are as 
follows:

----------------------------------------------------------------------------------------------------------------
                                                 Number of       Number of
                       Data collection form     respondents        hours      Filing periods  Total annual hours
                     (a)....................             (b)             (c)             (d)     (e)=(b)x(c)x(d)
--------------------
1..................  FERC Form 3-Q..........             353             150               3             158,850
2..................  FERC Form 6-Q..........             159             150               3              71,550
3..................  FERC Form 1............             216              75               1              16,200
4..................  FERC Form 1-F..........              27              75               1               2,025
5..................  FERC Form 2............              57              75               1               4,275
6..................  FERC Form 2-A..........              53              75               1               3,975
7..................  FERC Form 6............             159              75               1              11,925
                                             -----------------
8..................  Totals.................  ..............  ..............  ..............             268,800
----------------------------------------------------------------------------------------------------------------


[[Page 9043]]

    Total Annual Hours for Collection:

(Est. Reporting + Recordkeeping, [if appropriate)) = 268,800.

    122. In conclusion, the Final Rule contains significant changes to 
the NOPR and thereby has significantly reduced the administrative 
burden cited by the commenters. However, respondents will incur some 
additional administrative burden in providing supplemental financial 
information to the Commission as a result of this Final Rule. As recent 
events regarding the impact of inappropriate accounting and financial 
reporting and recent changes in corporate governance practices have 
clearly demonstrated, the additional administrative burden placed on 
respondents is far outweighed by the benefits the Commission will 
obtain from receiving financial information from respondents that that 
is transparent, timely, relevant, and reliable.

VII. Document Availability

    123. In addition to publishing the full text of this document in 
the Federal Register, the Commission provides all interested persons an 
opportunity to view and/or print the contents of this document via the 
Internet through FERC's Web site (http://www.ferc.gov) and in FERC's 
Public Reference Room during normal business hours (8:30 a.m. to 5 p.m. 
Eastern time) at 888 First Street, NE., Room 2A, Washington DC 20426.
    124. From FERC's Web site on the Internet, this information is 
available in the eLibrary (formerly FERRIS). The full text of this 
document is available on eLibrary in PDF and Microsoft Word format for 
viewing, printing, and/or downloading. To access this document in 
eLibrary, type the docket number excluding the last three digits of 
this document in the docket number field and follow other directions on 
the search page.
    125. User assistance is available for eLibrary and other aspects of 
the FERC's Web site during normal business hours. For assistance, 
contact FERC Online Support at [email protected] or toll free 
at (866) 208-3676, or for TTY, contact (202) 502-8659.

VIII. Effective Date and Congressional Notificiation

    126. This Final Rule will take effect March 29, 2004. The 
Commission has determined with the concurrence of the Administrator of 
the Office of Information and Regulatory Affairs of the Office of 
Management and Budget, that this rule is not a major rule within the 
meaning of Section 251 of the Small Business Regulatory Enforcement 
Fairness Act of 1996.\70\ The Commission will submit the Final Rule to 
both houses of Congress and the General Accounting Office.\71\
---------------------------------------------------------------------------

    \70\ See 5 U.S.C. 804(2) (2000).
    \71\ See 5 U.S.C. 801(a)(1)(A) (2000).
---------------------------------------------------------------------------

List of Subjects

18 CFR Part 141

    Electric power, Reporting and recordkeeping requirements.

18 CFR Part 260

    Natural gas, Reporting and recordkeeping requirements.

18 CFR Part 357

    Pipelines, Reporting and recordkeeping requirements.

18 CFR Part 375

    Authority delegations (Government agencies), Seals and insignia, 
Sunshine Act.

    By the Commission.
Magalie R. Salas,
Secretary.

0
In consideration of the foregoing, the Commission amends parts 141, 
260, 357, and 375, Chapter I, Title 18, Code of Federal Regulations, as 
follows.

PART 141--STATEMENTS AND REPORTS (SCHEDULES)

0
1. The authority citation for part 141 continues to read as follows:

    Authority: 15 U.S.C. 79; 16 U.S.C. 791a-828c, 2601-2645; 31 
U.S.C. 9701; 42 U.S.C. 7101-7352.

0
2. In Sec.  141.1, paragraph (b) (2) is revised to read as follows:


Sec.  141.1  FERC Form No. 1, Annual report of Major electric 
utilities, licensees, and others.

* * * * *
    (b) Filing requirements. * * *
    (2) When to file and what to file. (i) The annual report for the 
year ending December 31, 2004, must be filed on April 25, 2005.
    (ii) The annual report for each year thereafter must be filed on 
April 18.
    (iii) This report must be filed with the Federal Energy Regulatory 
Commission as prescribed in Sec.  385.2011 of this chapter and as 
indicated in the General Instructions set out in this form, and must be 
properly completed and verified. Filing on electronic media pursuant to 
Sec.  385.2011 of this chapter is required.

0
3. In Sec.  141.2, paragraph (b) (2) is revised as follows:


Sec.  141.2  FERC Form No. 1-F, Annual report for Nonmajor public 
utilities and licensees.

* * * * *
    (b) Filing requirements. * * *
    (2) When to file. (i) The annual report for the year ending 
December 31, 2004, must be filed on April 25, 2005.
    (ii) The annual report for each year thereafter must be filed on 
April 18.

0
4. Section 141.400 is added to read as follows:


Sec.  141.400  FERC Form No. 3-Q, Quarterly financial report of 
electric utilities, licensees, and natural gas companies.

    (a) Prescription. The quarterly report of electric utilities, 
licensees, and natural gas companies, designated as FERC Form No. 3-Q, 
is prescribed for the reporting quarter ending March 31, 2004, and each 
quarter thereafter.
    (b) Filing requirements. (1) Who must file--(i) Generally. Each 
electric utility (as defined in part 101 of subchapter C of this 
chapter) and other entity, i.e. each corporation, person, or licensee 
as defined in Section 3 of the Federal Power Act (16 U.S.C. 792 et. 
seq.), including any agency or instrumentality engaged in generation, 
transmission, distribution, or sale of electric energy, however 
produced, throughout the United States and its possessions, having 
sales or transmission service, whether or not the jurisdiction of the 
Commission is otherwise involved, must prepare and file with the 
Commission FERC Form No. 3-Q pursuant to the General Instructions set 
out in that form.
    (ii) Exceptions. This report form is not prescribed for any agency, 
authority or instrumentality of the United States, nor is it prescribed 
for municipalities as defined in section 3 of the Federal Power Act; 
(i.e. a city, county, irrigation district, or other political 
subdivision or agency of a State competent under the laws thereof to 
carry on the business of developing, transmitting, utilizing, or 
distributing power).
    (2) Each major public utility and licensee must file the quarterly 
financial report form as follows:
    (i) The quarterly financial report for the period January 1 through 
March 31, 2004, must be filed on or before July 9, 2004.
    (ii) The quarterly financial report for the period April 1 through 
June 30, 2004, must be filed on or before September 8, 2004.
    (iii) The quarterly financial report for the period July 1 through 
September 30, 2004, must be filed on or before December 9, 2004.
    (iv) Subsequent quarterly financial reports must be filed within 60 
days from the end of the reporting quarter.

[[Page 9044]]

    (3) Nonmajor public utilities and licensees must file the quarterly 
financial report form as follows:
    (i) The quarterly financial report for the period January 1 through 
March 31, 2004, must be filed on or before June 23, 2004.
    (ii) The quarterly financial report for the period April 1 through 
June 30, 2004, must be filed on or before September 22, 2004.
    (iii) The quarterly financial report for the period July 1 through 
September 30, 2004, must be filed on or before December 23, 2004.
    (iv) Subsequent quarterly financial reports must be filed within 70 
days from the end of the reporting quarter.
    (4) This report must be filed as prescribed in Sec.  385.2011 of 
this chapter and as indicated in the General Instructions set out in 
the quarterly financial report form, and must be properly completed and 
verified. Filing on electronic media pursuant to Sec.  385.2011 of this 
chapter will be required commencing with the quarterly financial report 
ending March 31, 2004, due on or before July 9, 2004 for major public 
utilities and licensees, and due on or before July 23, 2004 for 
nonmajor public utilities and licensees.

0
5. In Sec.  141.500, paragraphs (b), (c) and (d) are removed, the 
paragraph designation for paragraph (a) is removed, and the section 
heading is revised to read as set forth below:


Sec.  141.500  Cash management programs.

PART 260--STATEMENTS AND REPORTS (SCHEDULES)

0
6. The authority citation for part 260 continues to read as follows:

    Authority: 15 U.S.C. 717-717w, 3301-3432; 42 U.S.C. 7101-7352.

0
7. In Sec.  260.1, paragraph (b) is revised as follows:


Sec.  260.1  FERC Form No. 2, Annual report for Major natural gas 
companies.

* * * * *
    (b) Filing requirements. Each natural gas company, as defined by 
the Natural Gas Act (15 U.S.C. 717, et seq.) which is a major company 
(a natural gas company whose combined gas transported or stored for a 
fee exceed 50 million Dth in each of the three previous calendar years) 
must prepare and file with the Commission, as follows:
    (1) The annual report for the year ending December 2004 must be 
filed on April 25, 2005.
    (2) The annual report for each year thereafter must be filed on 
April 18 of the subsequent year.
    (3) Newly established entities must use projected data to determine 
whether FERC Form No. 2 must be filed.
    (4) The form must be filed in electronic format only, as indicated 
in the general instructions set out in that form. The format for the 
electronic filing can be obtained at the Federal Energy Regulatory 
Commission, Division of Information Services, Public Reference and 
Files Maintenance Branch, Washington, DC 20426. One copy of the report 
must be retained by the respondent in its files.

0
8. In Sec.  260.2, paragraph (b) is revised to read as follows:


Sec.  260.2  FERC Form No. 2-A, Annual reports for Nonmajor natural gas 
companies.

* * * * *
    (b) Filing requirements. Each natural gas company, as defined by 
the Natural Gas Act, not meeting the filing threshold for FERC Form No. 
2, but having total gas sales or volume transactions exceeding 200,000 
Dth in each of the three previous calendar years, must prepare and file 
with the Commission, as follows:
    (1) The annual report for the year ending December 2004 must be 
filed on April 25, 2005.
    (2) The annual report for each year thereafter must be filed on 
April 18 of the subsequent year.
    (3) Newly established entities must use projected data to determine 
whether FERC Form No. 2-A must be filed.
    (4) The form must be filed in electronic format only, as indicated 
in the General Instructions set out in that form. The format for the 
electronic filing can be obtained at the Federal Energy Regulatory 
Commission, Division of Information Services, Public Reference and 
Files Maintenance Branch, Washington, DC 20426. One copy of the report 
must be retained by the respondent in its files.

0
9. Section 260.300 is added to read as follows:


Sec.  260.300  FERC Form No. 3-Q, Quarterly financial report of 
electric utilities, licensees, and natural gas companies.

    (a) Prescription. The quarterly report for electric utilities, 
licensees, and natural gas companies, designated herein as FERC Form 
No. 3-Q, is prescribed for the reporting quarter ending March 31, 2004, 
and each quarter thereafter.
    (b) Filing requirements. (1) Who must file. Each natural gas 
company, (as defined in the Natural Gas Act (15 U.S.C. 717, et. seq.) 
must prepare and file with the Commission a FERC Form No. 3-Q pursuant 
to the General Instructions set out in that form.
    (2) Each Major natural gas company must file this quarterly 
financial report form as follows:
    (i) The quarterly financial report for the period January 1 through 
March 31, 2004, must be filed on or before July 9, 2004.
    (ii) The quarterly financial report for the period April 1 through 
June 30, 2004, must be filed on or before September 8, 2004.
    (iii) The quarterly financial report for the period July 1 through 
September 30, 2004, must be filed on or before December 9, 2004.
    (iv) Subsequent quarterly financial reports must be filed within 60 
days from the end of the reporting quarter.
    (3) Each Nonmajor natural gas company must file a quarterly 
financial report as follows:
    (i) The quarterly financial report for the period January 1 through 
March 31, 2004, must be filed on or before July 23, 2004.
    (ii) The quarterly financial report for the period April 1 through 
June 30, 2004, must be filed on or before September 22, 2004.
    (iii) The quarterly financial report for the period July 1 through 
September 30, 2004, must be filed on or before December 23, 2004.
    (iv) Subsequent quarterly financial reports must be filed within 70 
days from the end of the reporting quarter.
    (4) This report must be filed as prescribed in Sec.  385.2011 of 
this chapter as indicated in the General Instructions set out in the 
quarterly financial report form, and must be properly completed and 
verified. Filing on electronic media pursuant to Sec.  385.2011 of this 
chapter will be required commencing with the quarterly financial report 
ending March 31, 2004, due on or before July 9, 2004 for major natural 
gas companies, and due on or before July 23, 2004 for nonmajor natural 
gas companies. One copy of the report must be retained by the 
respondent in its files.

0
10. In Sec.  260.400, paragraphs (b), (c) and (d) are removed, the 
paragraph designation for paragraph (a) is removed, and the section 
heading is revised to read as set forth below:


Sec.  260.400  Cash management programs.

PART 357--ANNUAL SPECIAL OR PERIODIC REPORTS: CARRIERS SUBJECT TO 
PART I OF THE INTERSTATE COMMERCE ACT

0
11. The authority citation for part 357 continues to read as follows:

    Authority: 42 U.S.C. 7101-7352; 49 U.S.C. 60502; 49 App. U.S.C. 
1-85 (1988).

0
12. In Sec.  357.2, paragraph (b) is revised to read as follows:

[[Page 9045]]

Sec.  357.2  FERC Form No. 6, Annual report of oil pipeline companies.

* * * * *
    (b) When to file. (1) The annual report for the year ending 
December 31, 2004, must be filed on April 25, 2005.
    (2) The annual report for each year thereafter must be filed on 
April 18 of the subsequent year.
* * * * *

0
13. Section 357.4 is added to read as follows:


Sec.  357.4  FERC Form No. 6-Q, Quarterly report of oil pipeline 
companies.

    (a) Prescription. The quarterly financial report form of oil 
pipeline companies, designated as FERC Form No. 6-Q, is prescribed for 
the reporting quarter ending March 31, 2004, and each quarter 
thereafter.
    (b) Filing requirements. (1) Who must file. Each oil pipeline 
company, subject to the provisions of section 20 of the Interstate 
Commerce Act, must prepare and file with the Commission FERC Form No. 
6-Q.
    (2) When to file and what to file. This quarterly financial report 
form must be filed as follows:
    (i) The quarterly financial report for the period January 1 through 
March 31, 2004, must be filed on or before July 23, 2004.
    (ii) The quarterly financial report for the period April 1 through 
June 30, 2004, must be filed on or before September 22, 2004.
    (iii) The quarterly financial report for the period July 1 through 
September 30, 2004, must be filed on or before December 23, 2004.
    (iv) Subsequent quarterly financial reports must be filed within 70 
days from the end of the reporting quarter.
    (v) This report must be filed as prescribed in Sec.  385.2011 of 
this chapter and as indicated in the General Instructions set out in 
the quarterly report form, and must be properly completed and verified. 
Filing on electronic media pursuant to Sec.  385.2011 of this chapter 
will be required commencing with the reporting quarter ending March 31, 
2004, due on or before July 23, 2004.

0
14. In Sec.  357.5, paragraphs (b), (c) and (d) are removed, the 
paragraph designation for paragraph (a) is removed, and the section 
heading is revised to read as set forth below:


Sec.  357.5  Cash management programs.

PART 375--THE COMMISSION

0
15. The authority citation for part 375 continues to read as follows:

    Authority: 5 U.S.C. 551-557; 15 U.S.C. 717-717w, 3301-3432; 16 
U.S.C. 791-825r, 2601-2645; 42 U.S.C. 7101-7352.

0
16. In Sec.  375.303, paragraphs (d) and (e) are added to read as 
follows:


Sec.  375.303  Delegations to the Chief Accountant.

* * * * *
    (d) Accept for filing Quarterly Financial Report Form Nos. 3-Q and 
6-Q if such filings are in compliance with Commission orders or 
decisions, and when appropriate, notify the party of such acceptance.
    Issue and sign deficiency letters if the filing fails to comply 
with applicable statutory requirements, and with all applicable 
Commission rules, regulations, and orders for which a waiver has not 
been granted.
    (e) Deny or grant, in whole or in part, requests for waiver of the 
reporting requirements for the forms under Sec. Sec.  141.400, 260.300, 
and 357.400 of this chapter and the filing of these forms on electronic 
media under Sec.  385.2011 of this chapter.

    Note: The following appendices will not be published in the Code 
of Federal Regulations.


                     Appendix A: List of Commenters
------------------------------------------------------------------------
                   Company name                  Abbreviation
------------------------------------------------------------------------
1...........  American Electric       AEP.
               Power Company, Inc.
2...........  American Gas            AGA.
               Association.
3...........  American Public Gas     APGA.
               Association.
4...........  Arizona Public Service  Arizona.
               Company.
5...........  Association of Oil      AOPL.
               Pipe Lines.
6...........  BP Pipelines (North     BP.
               America), Inc.
7...........  Chevron Texaco          Chevron.
               Pipelines.
8...........  Cinergy Companies.....  Cinergy.
9...........  Colonial Pipeline       Colonial.
               Company.
10..........  ConocoPhilips Company.  Conoco.
11..........  Connexus Energy and     Connexus.
               Walton Electric
               Membership.
12..........  Consolidated Edison     ConEd.
               Inc.
13..........  Consumers Energy        CE.
               Company.
14..........  Deloitte & Touche.....  D&T.
15..........  Detroit Edison Company  Detroit Ed.
16..........  Dominion Resources Inc  Dominion.
17..........  Duke Energy             Duke.
               Corporation.
18..........  Dynegy NGL Pipeline     Dynegy.
               Company LLC.
19..........  Edison Electric         EEI.
               Institute.
20..........  El Paso Corporation's   El Paso.
               Pipeline Group.
21..........  Empire District         Empire.
               Electric Company.
22..........  Entergy Corporation...  Entergy.
23..........  Enterprise Products     EPO.
               Operating L.P.
24..........  ExxonMobil Pipeline     Exxon.
               Company.
25..........  FirstEnergy Corp......  FirstEnergy.
26..........  Florida Power & Light.  FP&L.
27..........  Genesis Pipeline USA    Genesis.
               L.P.
28..........  Graham County Electric  Graham.
               Cooperative, Inc.
29..........  Gulfterra Energy        Gulfterra.
               Partners, L.P.
30..........  Gulf South Pipeline     Gulf South.
               Company LP.
31..........  Hampshire Gas Company.  Hampshire.
32..........  Independent System      ISO/RTO Council.
               Operator/Regional
               Transmission
               Organizational
               Council.
33..........  Industry Coalition....  IC.
34..........  Inland Power & Light..  Inland.

[[Page 9046]]

 
35..........  International           ITC.
               Transmission Company.
36..........  Interstate Natural Gas  INGAA.
               Associations America.
37..........  Iroquois Gas            Iroquois.
               Transmission System,
               L.P.
38..........  Kelso Beaver Pipeline   Kelso.
               Company.
39..........  KeySpan Corporation...  KeySpan.
40..........  Kinder Morgan Liquids   Kinder Morgan.
               Pipeline.
41..........  Koch Pipeline Company,  Koch.
               L.P.
42..........  Maine Public Service    MPSC.
               Company.
43..........  MidAmerican Energy      MidAmerica.
               Company.
44..........  Missouri Public         Missouri PSC.
               Service Commission.
45..........  National Association    NARUC.
               of Regulatory Utility
               Commissioners.
46..........  National Grid USA.....  National Grid.
47..........  National Rural          NRECA.
               Electric Cooperative
               Association.
48..........  National Rural          NRUCFC.
               Utilities Cooperative
               Finance Corp.
49..........  NiSource Inc..........  Nisource.
50..........  Northeast Utilities...  NU.
51..........  Northern Natural Gas    Northern Natural.
               Company.
52..........  Old Dominion Electric   Old Dominion.
               Cooperative.
53..........  Otter Tail Power        Otter Tail.
               Company.
54..........  PacificCorp...........  PacificCorp.
55..........  Pepco Holdings Inc....  Pepco.
56..........  Plains All American     Plains.
               Pipeline LP.
57..........  Portland General        Portland General.
               Electric Company.
58..........  PricewaterhouseCoopers  PWC.
               LLP.
59..........  PSEG Companies........  PSEG.
60..........  Rayburn County          Rayburn.
               Electric Cooperative
               Inc.
61..........  San Diego Gas &         San Diego.
               Electric Company.
62..........  SCANA Corp............  SCANA.
63..........  Shell Gas Transmission  Shell Gas.
               LLC.
64..........  Shell Pipeline Company  Shell Pipeline.
               LP's.
65..........  Southern California     SCE.
               Edison.
66..........  Southern Company......  Southern.
67..........  Sunoco Pipeline L.P...  Sunoco.
68..........  Texas Gas               Texas Gas.
               Transmission, LLC.
69..........  Tucson Electric Power   Tucson.
               Company.
70..........  Unocal Pipeline         Unocal.
               Company.
71..........  USG Pipeline Company..  USG.
72..........  Williams Pipe Line      Williams.
               Company, LLC.
73..........  Williston Basin         Williston Basin.
               Interstate Pipeline.
74..........  Wolverine Power Supply  Wolverine.
               Corporative.
------------------------------------------------------------------------

BILLING CODE 6717-01-P

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[FR Doc. 04-3876 Filed 2-25-04; 8:45 am]
BILLING CODE 6717-01-C