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Federal Register / Vol. 86, No. 163 / Thursday, August 26, 2021 / Rules and Regulations Commission noted that Sellers would be linked to their market-based rate affiliates through common ultimate upstream affiliates and that, through this linkage, the relational database would allow for the automatic generation of a complete asset appendix.8 Therefore, the Commission required that, as part of their marketbased rate applications or baseline submissions, Sellers identify, through the relational database, their ultimate upstream affiliates. The Commission also specified that Sellers must inform the Commission when they have a new ultimate upstream affiliate as part of their change in status reporting obligations, with any changes updated in the relational database on a monthly basis.9

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B. Petition for Declaratory Order 4. On March 18, 2021, the Commission denied a petition for declaratory order filed by NextEra Energy, Inc., American Electric Power Company, Inc., Evergy, Inc., Exelon Corporation, and Xcel Energy Services Inc. on behalf of Xcel Energy Inc.
Petitioners.10 Among other things, Petitioners requested that the Commission find that no affiliation arises under FPA section 205 when institutional investors acquire up to 20% of the voting securities of utilities pursuant to a section 203a2 blanket authorization. Although the Commission disagreed with Petitioners regarding the issue of affiliation, it provided guidance that addressed, in part, the concerns raised by Petitioners.
As explained more fully in NextEra, the Commission agreed with Petitioners that, as a result of the conditions in a section 203a2 blanket authorization, institutional investors subject to a section 203a2 blanket authorization lack the ability to control the utilities whose voting securities they acquire.
The Commission concluded that, because those conditions prevent institutional investors from exercising control over those utilities, utilities commonly owned by an institutional 8 Id. PP 56. Once a Seller identifies its own assets, the assets of its affiliates without marketbased rate authority, and its ultimate upstream affiliates, the relational database will contain sufficient information to allow the Commission to identify all of that Sellers affiliates i.e., those with a common ultimate upstream affiliate to create a complete asset appendix for the Seller, which includes all of its affiliates assets. Id. P 40.
9 Id. P 121.
10 NextEra Energy, Inc., 174 FERC 61,213, granting clarification, 175 FERC 61,214 2021
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investor are not affiliates of each other under 18 CFR 35.36a9iv,11 so long as their common institutional investor owner complies with the conditions imposed as part of a section 203a2
blanket authorization.12
5. However, the Commission recognized in NextEra that the relational database, as contemplated in Order Nos.
860 and 860A, does not provide for a method to distinguish between ultimate upstream affiliates that have or have not acquired securities of Sellers or their upstream affiliates through a section 203a2 blanket authorization.13 As a result, in the March Notice, the Commission proposed changes to the MBR Data Dictionary so that the relational database could accurately reflect the affiliations, or lack thereof, among Sellers if an ultimate upstream affiliate has acquired the securities of Sellers pursuant to a section 203a2
blanket authorization.
II. Discussion A. March Notice 6. In the March Notice, the Commission proposed to collect certain data in the relational database for purposes of generating accurate asset appendices when 10% or more of the securities of a Seller or an upstream affiliate have been acquired pursuant to a section 203a2 blanket authorization. The Commission explained that this new data requirement would only be required for Sellers with upstream affiliates 10% or more of whose securities have been acquired pursuant to a section 203a2
blanket authorization and concluded there would be no burden on other Sellers.14
7. Specifically, the Commission proposed to update the MBR Data Dictionary and add three new data fields to the entities_to_entities table: 1
The section 203a2 blanket authorization docket number; 2 the Utility_ID_Type_CD of the utility whose securities were acquired under the corresponding section 203a2 blanket authorization docket number; and 3
and the Utility_ID of that utility. That is, the appropriate Sellers would be 11 Under 35.36a9iv, an affiliate of a specified company can mean any person that is under common control with the specified company. 18 CFR 35.36a9iv; see also id.
35.36a9iiii providing the other aspects of the Commissions affiliate definition as applied in market-based rate proceedings.
12 NextEra, 174 FERC 61,213 at P 52.
13 Id. P 53.
14 March Notice, 174 FERC 61,214 at P 8.

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required to identify, using these new data fields, the upstream affiliate whose securities were acquired pursuant to the section 203a2 blanket authorization as well as the docket number of the proceeding in which the Commission granted the section 203a2 blanket authorization.15
8. The Commission noted that these new data fields would be necessary to prevent the connection of unaffiliated entities when auto-generating asset appendices, consistent with its findings in NextEra. The Commission also stated that it anticipated that the MBR Data Dictionary with appropriate validations would be posted on the Commissions website upon issuance of a final order in this proceeding.16
B. Comments 9. Comments were filed by the Transmission Access Policy Study Group TAPS, the Global Legal Entity Identifier Foundation GLEIF, XBRL US
XBRL, and Edison Electric Institute EEI and Electric Power Supply Association EPSA, jointly.
10. TAPS, GLEIF, and XBRL each support the Commissions proposal to collect additional data from certain Sellers through the inclusion of the three proposed data fields in the relational database.
11. TAPS supports the revisions proposed in the March Notice and urges the Commission to adopt them.17 TAPS
agrees that the proposed revisions are necessary for the relational database to properly identify the affiliates of all Sellers with market-based rate authority, while also maintaining necessary transparency into Sellers ultimate upstream ownership structures.18 In particular, TAPS argues that it is important that the March Notice maintains the requirement established in Order Nos. 860 and 860A, and confirmed in NextEra,19 that Sellers report their ultimate upstream affiliates, even when the ultimate upstream affiliates are institutional investors with section 203a blanket authorizations.20
TAPS argues that transparent access to this information is essential to the Commissions ability to monitor market power and fulfill its statutory obligation to ensure just and reasonable rates.21
15 Id.

P 9.
PP 1011.
17 TAPS Comments at 2, 8.
18 Id. at 2.
19 174 FERC 61,213.
20 TAPS Comments at 56.
21 Id. at 67.
16 Id.

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