18 CFR Part 45

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Pt. 45

18 CFR Ch. I (4–1–18 Edition)

and has one or more organized electricity markets (administered either
by it or by another entity) must file
with the Commission, no later than
January 29, 2007, one of the following:
(i) Tariff sheets and rate schedules
that make available long-term firm
transmission rights that satisfy each of
the guidelines set forth in paragraph
(d) of this section; or
(ii) An explanation of how its current
tariff and rate schedules already provide for long-term firm transmission
rights that satisfy each of the guidelines set forth in paragraph (d) of this
section.
(2) Any transmission organization approved by the Commission for operation after January 29, 2007 that has
one or more organized electricity markets (administered either by it or by
another entity) will be required to satisfy this general rule.
(3) Filings made in compliance with
this paragraph (c) must explain how
the transmission organization’s transmission planning and expansion procedures will accommodate long-term
firm transmission rights, including but
not limited to how the transmission organization will ensure that allocated
long-term firm transmission rights remain feasible over their entire term.
(4) Each transmission organization
subject to this general rule must also
make its transmission planning and expansion procedures and plans publicly
available, including (but not limited
to) both the actual plans and any underlying information used to develop
the plans.
(d) Guidelines for Design and Administration of Long-term Firm Transmission
Rights.
Transmission
organizations
subject to paragraph (c) of this section
must make available long-term firm
transmission rights that satisfy the
following guidelines:
(1) The long-term firm transmission
right should specify a source (injection
node or nodes) and sink (withdrawal
node or nodes), and a quantity (MW).
(2) The long-term firm transmission
right must provide a hedge against
day-ahead locational marginal pricing
congestion charges or other direct assignment of congestion costs for the
period covered and quantity specified.
Once allocated, the financial coverage

provided by a financial long-term right
should not be modified during its term
(the ‘‘full funding’’ requirement) except in the case of extraordinary circumstances or through voluntary
agreement of both the holder of the
right and the transmission organization.
(3) Long-term firm transmission
rights made feasible by transmission
upgrades or expansions must be available upon request to any party that
pays for such upgrades or expansions in
accordance with the transmission organization’s prevailing cost allocation
methods for upgrades or expansions.
(4) Long-term firm transmission
rights must be made available with
term lengths (and/or rights to renewal)
that are sufficient to meet the needs of
load serving entities to hedge longterm power supply arrangements made
or planned to satisfy a service obligation. The length of term of renewals
may be different from the original
term. Transmission organizations may
propose rules specifying the length of
terms and use of renewal rights to provide long-term coverage, but must be
able to offer firm coverage for at least
a 10 year period.
(5) Load serving entities must have
priority over non-load serving entities
in the allocation of long-term firm
transmission rights that are supported
by existing capacity. The transmission
organization may propose reasonable
limits on the amount of existing capacity used to support long-term firm
transmission rights.
(6) A long-term transmission right
held by a load serving entity to support
a service obligation should be re-assignable to another entity that acquires that service obligation.
(7) The initial allocation of the longterm firm transmission rights shall not
require recipients to participate in an
auction.

PART 45—APPLICATION FOR AUTHORITY
TO
HOLD
INTERLOCKING POSITIONS
Sec.
45.1
45.2
45.3
45.4

Applicability; who must file.
Positions requiring authorization.
Time of filing application.
Supplemental applications.

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Federal Energy Regulatory Commission
45.5 Supplemental information.
45.6 Termination of authorization.
45.7 Form of application; filing procedure.
45.8 Contents of application.
45.9 Automatic authorization of certain
interlocking positions.
AUTHORITY: 16 U.S.C. 791a–825r, 2601–2645; 31
U.S.C. 9701; 42 U.S.C. 7101–7352; 3 CFR 142.
SOURCE: Order 141, 12 FR 8501, Dec. 19, 1947,
unless otherwise noted.
CROSS REFERENCES: For rules of practice
and procedure, see part 385 of this chapter.
For forms under rules of practice and regulations under the Federal Power Act, see part
131 of this chapter.

§ 45.1 Applicability; who must file.
(a) This part applies to any person
seeking to hold the following interlocking positions:
(1) Officer or director of more than
one public utility;
(2) Officer or director of a public utility and of any bank, trust company,
banking association, or firm that is authorized by law to underwrite or participate in the marketing of securities
of a public utility; or
(3) Officer or director of a public utility and of any company supplying electrical equipment to a public utility.
(b) Any person seeking to hold any
interlocking position described in § 45.2
of this chapter must do the following:
(1) Apply for Commission authorization under § 45.8 of this chapter; or
(2) If qualified, comply with the requirements for automatic authorization under § 45.9 of this chapter.
[Order 446, 51 FR 4904, Feb. 10, 1986]

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§ 45.2 Positions requiring authorization.
(a) The positions subject to this part
shall include those of any person elected or appointed to perform the duties
or functions ordinarily performed by a
president, vice president, secretary,
treasurer, general manager, comptroller, chief purchasing agent, director or partner, or to perform any other
similar executive duties or functions,
in any corporation 1 within the purview
1 Corporation means any corporation, jointstock company, partnership, association,
business trust, organized group of persons,
whether incorporated or not, or a receiver or
receivers, trustee or trustees of any of the
foregoing. It shall not include municipalities

§ 45.3
of section 305(b) of the Act. With respect to positions not herein specifically mentioned which applicant holds
and which are invested with executive
authority, applicant shall state in the
application the source of such executive authority, whether by bylaws, action of the board of directors, or otherwise.
(b) Corporations 1 within the purview
of section 305(b) of the Act include:
(1) Any public utility under the Act,
which means any person who owns or
operates facilities for the transmission
of electric energy in interstate commerce, or any person who owns or operates facilities for the sale at wholesale
of electric energy in interstate commerce.
(2) Any bank, trust company, banking association, or firm that is authorized by law to underwrite or participate in the marketing of public utility
securities; this includes any corporation when so authorized whether or not
same may also be a public utility and/
or a holding company. (See 12 U.S.C.
378)
(3) Any company that supplies electrical equipment to a public utility in
which applicant seeks authorization to
hold a position, whether the supplying
company be a manufacturer, or dealer,
or one supplying electrical equipment
pursuant to a construction, service,
agency, or other contract.
(c) Regardless of any action which
may have been taken by the Commission upon a previous application under
section 305(b) of the Act, an application
for approval under such section is required with reference to any position
or positions not previously authorized
which are within the purview of said
section.
§ 45.3 Timing of filing application.
(a) The holding of positions within
the purview of section 305(b) of the Act
shall be unlawful unless the holding
shall have been authorized by order of
the Commission. Nothing in this part
shall be construed as authorizing the
holding of positions within the purview
of section 305(b) of the Act prior to
order of the Commission on application
as defined in the Federal Power Act (sec. 3,
49 Stat. 838; 16 U.S.C. 796).

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§ 45.4

18 CFR Ch. I (4–1–18 Edition)

therefor. Applications must be filed
and authorization must be granted
prior to holding any interlocking positions within the purview of section
305(b) of the Act; late-filed applications
will be denied. The term ‘‘holding’’, as
used in this part, shall mean acting as,
serving as, voting as, or otherwise performing or assuming the duties and responsibilities of officer or director
within the purview of section 305(b) of
the Act.
(b) Absent Commission action within
60 days of a completed application to
hold interlocking positions, an application will be deemed granted. Such authorization is subject to revocation by
the Commission after due notice to applicant and opportunity for hearing. In
any such proceeding, the burden of
proof shall be upon the applicant to
show that neither public nor private
interests will be adversely affected by
the holding of such positions.

ment any application or any supplemental application with any information required by the Commission.
(b) Notice of changes. In the event of
the applicant’s resignation, withdrawal, or failure of reelection or appointment in respect to any of the positions for which authorization has
been granted by the Commission, or in
the event of any other material or substantial change therein, the applicant
shall within 30 days after any such
change occurs, give notice thereof to
the Commission setting forth the position corporation, and date of termination therewith, or other material or
substantial change.
(c) Reports. All persons holding positions by authorization of the Commission under section 305(b) of the Act
may be required to file such periodic or
special reports as the Commission may
deem necessary.

[Order 664, 70 FR 55723, Sept. 23, 2005]

§ 45.6

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§ 45.4 Supplemental applications.
(a) New positions. In the event of a
change or changes in the information
set forth in an application, by the applicant’s election or appointment to
another position or other positions in
corporations within the purview of section 305(b) of the Act, the application
shall be supplemented by the applicant’s setting forth all the data with
respect to the new position or positions
in accordance with the requirements of
this part.
(b) Old positions. After applicant has
been authorized to hold a particular
position, further application in connection with each successive term so long
as he continues in uninterrupted tenure of such position will not be required except as ordered by the Commission. If the term of office or the
holding of any position for which authorization has been given shall be interrupted and the applicant shall subsequently be reelected or reappointed
thereto, further authorization will be
required.
§ 45.5 Supplemental information.
(a) Required by Commission. Applicants under this part shall upon request of the Commission and within
such time as may be allowed, supple-

Termination of authorization.

(a) By the Commission. Orders of authorization under section 305(b) of the
Act are subject to revocation by the
Commission after due notice to applicant and opportunity for hearing. In
any such proceeding the burden of
proof shall be upon the applicant to
show that neither public nor private
interests will be adversely affected by
the holding of such positions.
(b) Without action of the Commission.
Whenever a person shall cease to hold a
position theretofore authorized to be
held by the Commission or such position shall cease to be within the purview of section 305(b) of the Federal
Power Act, the Commission’s authorization to hold such position shall terminate without further action by the
Commission. If upon such termination
of authorization as aforesaid, such person does not continue to hold at least
two positions authorized and then requiring authorization pursuant to said
section 305(b) of the Act, all authorization theretofore given by the Commission shall thereupon terminate.

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Federal Energy Regulatory Commission
§ 45.7 Form of application; filing procedure.
Applications, supplemental applications, statements of supplemental information, notices of change, and reports should be filed with the Secretary of the Commission in accordance with filing procedures posted on
the Commission’s Web site at http://
www.ferc.gov. Each filing must be
dated, signed by the applicant, and
verified under oath in accordance with
§ 385.2005(b) and (c).
[Order 737, 75 FR 43404, July 26, 2010]

§ 45.8

Contents of application.

Each application shall state the following:
(a) Identification of applicant. (1) Full
name, business address and state of
residence.
(2) Major business or professional activity.
(3) If former application or applications under section 305(b) of the Act
have been made by the applicant, give
date and docket number of the last application filed.
(b) List of positions within the purview
of section 305(b) of the Act for which authorization is sought. (Indicate by asterisk positions which were the subjects
of previous authorizations.)

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Position

Name of
corporation

Classification: (1) Public utility, (2)
authorized by law to underwrite,
(3) supplying electrical equipment

(c) Data as to positions with each public utility mentioned in paragraph (b) of
this section. (The format should be
adapted to the information submitted,
in keeping with completeness and conciseness. In the case of public utilities
of the same holding company system,
brevity will generally be promoted by
submitting the information for all of
the utilities involved under each subsection progressively in the order of
the subsections, utilizing tables when
feasible.)
(1) Name of utility.
(2) Date elected or appointed, or anticipated date of election or appointment, to each position not previously
authorized.

§ 45.8
(3) Names of officers and directors;
number of vacancies, if any, on Board
of Directors.
(4) Description of applicant’s duties:
Approximate amount of time devoted
thereto; and, if applicant seeks authorization as a director, the percentage of
directors meetings held during the past
12 months that were attended by the
applicant.
(5) All other professional, contractual, or business relationships of applicant with the public utility, either directly or through other corporations or
firms.
(6) Extent of applicant’s direct or indirect ownership, control of, or beneficial interest in the public utility or
the securities thereof. If ownership or
interest is held in a name other than
that of applicant, state name and address of the holder.
(7) Extent of applicant’s indebtedness
to the public utility, how and when incurred, and consideration therefor.
(8) All money or property received by
applicant from the public utility or
any affiliate (i) during the past 12
months, and expected during the ensuing 12 months, or (ii) during the public
utility’s most recently ended fiscal
year, and expected during the public
utility’s current fiscal year, or (iii)
during the past and current calendar
years, whether for services, reimbursement for expenses, or otherwise. Specify in detail the amount thereof and the
basis therefor. If applicant’s compensation for services to the public utility is
not paid directly by the public utility,
give name of the corporation that does
pay same, the amount allocated or allocable to the public utility or any affiliate, and the basis or reason for such
allocation.
(9) Whether during the past 5 years
the public utility or any affiliate
thereof or any security holders of either have commenced any suit against
the officers or directors thereof for alleged waste, mismanagement or violation of duty, to which suit applicant
was a party defendant. If so, give date
of commencement of suit, court in
which commenced, and present status.
(d) Data as to positions with each bank,
trust company, banking association or
firm, mentioned in paragraph (b) of this

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§ 45.8

18 CFR Ch. I (4–1–18 Edition)

section, that is authorized by law to underwrite or participate in the marketing of
securities of a public utility. (The applicant shall use a separate sheet for each
corporation.)
(1) Name of corporation and address
of principal place of business.
(2) Positions which applicant holds or
seeks authorization to hold therein and
when and by whom elected or appointed to each position.
(3) Description of applicant’s duties
in each position and the approximate
amount of time devoted thereto, and, if
applicant seeks authorization as director, the percentage of directors meetings held during the past 12 months
that were attended by the applicant.
(4) Extent of applicant’s direct or indirect ownership, or control of, or beneficial interest in, the company or in
the securities thereof, including common stock, preferred stock, bonds, or
other securities. If such ownership or
interest is held in a name other than
that of applicant, state name and address of such holder.
(5) All money or property received by
applicant from the company (i) during
the past 12 months, and expected during the ensuing 12 months, or (ii) during the company’s most recently ended
fiscal year, and expected during the
company’s current fiscal year, or (iii)
during the past and current calendar
years, whether for services, reimbursement for expenses, or otherwise. Specify in detail the amount thereof and the
basis therefor.
(6) Names and titles of directors, officers, or partners.
(7) Whether the corporation is now
engaged in underwriting or participating in the marketing of the securities of a public utility; if so, to what
extent.
(8) Whether the corporation, during
applicant’s connection therewith, has
underwritten or participated in the
marketing of the security issue of any
public utility with which applicant was
also connected; if so, the details with
respect to every such transaction that
occurred during the past 36 months.
(9) (If the answer to paragraph (d)(7)
of this section is in the negative.) Give
excerpts from the charter, declaration
of trust, or articles of partnership that
authorize the underwriting or partici-

pating in the marketing of securities of
a public utility.
(10) (If the answer to paragraph (d)(7)
of this section is in the negative.) Give
general requirements of and appropriate reference to, the laws of the
State of organization and of States in
which corporation is doing business or
has qualified to do business, with
which it must comply in order to engage in the business of underwriting or
participating in the marketing of the
securities of a public utility.
(11) What steps, if any, have been
taken to comply with laws mentioned
in paragraph (d)(10) of this section.
(12) In lieu of paragraphs (d)(9), (10),
and (11) of this section, an opinion by
counsel to the same effect and including the information in respect thereto
may be filed with the application.
(13) Whether the corporation has registered with the Securities and Exchange Commission; if so, when and
under what section of what act.
(e) Data as to positions with each company, mentioned in paragraph (b) of this
section, supplying electrical equipment to
a public utility in which applicant holds a
position. (Applicant shall use a separate
sheet for each company.)
(1) Name of company and address of
principal place of business.
(2) Positions which applicant holds or
seeks authorization to hold therein and
when and by whom elected or appointed to each position.
(3) Description of applicant’s duties
in each position and approximate
amounts of time devoted thereto, and,
if applicant seeks authorization as director, the percentage of directors
meetings held during the past 12
months that were attended by the applicant.
(4) Names and titles of directors or
partners.
(5) Name of each public utility, with
which applicant holds or seeks authorization to hold a position, to which the
company supplies electrical equipment;
the frequency of such transactions; the
approximate annual dollar volume of
such business; and the type of equipment supplied.
(6) Nature of relationship between
the company supplying electrical
equipment and the public utility:

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Federal Energy Regulatory Commission
(i) Whether company manufactures
such electrical equipment or is a dealer
therein.
(ii) Whether company supplies electrical equipment to the public utility
pursuant to construction, service,
agency, or other contract with the public utility or an affiliate thereof, and,
if so, furnish brief summary of the
terms of such contract.
(7) Extent of applicant’s direct or indirect ownership, or control of, or beneficial interest in, the company or in
the securities thereof, including common stock, preferred stock, bonds, or
other securities. If such ownership or
interest is held in a name other than
that of applicant, state name and address of such holder.
(8) All money or property received by
applicant from the company (i) during
the past 12 months, and expected during the ensuing 12 months, or (ii) during the company’s most recently ended
fiscal year, and expected during the
company’s current fiscal year, or (iii)
during the past and current calendar
years, whether for services, reimbursement for expenses, or otherwise. Specify in detail the amount thereof and the
basis therefor.
(f) Data as to positions with public utility holding companies. (Do not include
here data as to corporations listed in
paragraph (b) of this section which are
also holding companies. A holding company as herein used means any corporation which directly or indirectly
owns, controls, or holds with power to
vote, 10 per centum or more, of the outstanding voting securities of a public
utility.)
(1) Name of holding company and address of principal place of business.
(2) Positions which applicant holds
therein, when and by whom elected or
appointed to each position.
(3) Extent of applicant’s direct or indirect ownership, or control of, or beneficial interest in, the holding company or in the securities thereof, including
common
stock,
preferred
stock, bonds, or other securities. If
such ownership or interest is held in a
name other than that of applicant,
state name and address of such holder.
(4) All money or property received by
applicant from the holding company (i)
during the past 12 months, and ex-

§ 45.9
pected during the ensuing 12 months,
or (ii) during the holding company’s
most recently ended fiscal year, and
expected during the holding company’s
current fiscal year, or (iii) during the
past and current calendar years,
whether for services, reimbursement
for expenses, or otherwise. Specify in
detail the amount thereof and the basis
therefor.
(g) Positions with all other corporations. (Do not include here data that
have been filed within the past 12
months in FERC–561, pursuant to part
46 of this chapter, or data as to any
corporations listed in paragraph (b) or
(f) of this section.)
(1) All other corporations and positions therein, including briefly the information required in parallel columns
as below:
Name of
corporation

Address: Kind
of business

(2) Any corporate, contractual, financial, or business relationships between
any of the corporations listed in paragraph (g)(1) of this section and any of
the public utilities listed in paragraph
(b) of this section.
(h) Data as to the public utility holding
company system. The names of the public utility holding company systems of
which each public utility listed in
paragraph (b) of this section is a part,
with a chart showing the corporate relationships
existing
between
and
among the corporations within the
holding company systems.
[Order 246, 27 FR 4912, May 25, 1962, as
amended by Order 427, 36 FR 5598, Mar. 25,
1971; Order 374, 49 FR 20479, 20480, May 15,
1984; Order 435, 50 FR 40358, Oct. 3, 1985; Order
737, 75 FR 43404, July 26, 2010]
CROSS REFERENCE: For rules and regulations of the Securities and Exchange Commission, see 17 CFR, chap. II.

§ 45.9 Automatic authorization of certain interlocking positions.
(a) Applicability. Subject to paragraphs (b) and (c) of this section, the
Commission authorizes any officer or
director of a public utility to hold the
following interlocking positions:

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Pt. 46

18 CFR Ch. I (4–1–18 Edition)

(1) Officer or director of one or more
other public utilities if the same holding company owns, directly or indirectly, that percentage of each utility’s
stock (of whatever class or classes)
which is required by each utility’s bylaws to elect directors;
(2) Officer or director of two public
utilities, if one utility is owned, wholly
or in part, by the other and, as its primary business, owns or operates transmission or generating facilities to provide transmission service or electric
power for sale to its owners; and
(3) Officer or director of more than
one public utility, if such officer or director is already authorized under this
part to hold different positions as officer or director of those utilities where
the interlock involves affiliated public
utilities.
(b) Conditions of authorization. As a
condition of authorization, any person
authorized to hold interlocking positions under this section must submit,
prior to performing or assuming the
duties and responsibilities of the position, an informational report in accordance with paragraph (c) of this section, unless that person is already authorized to hold interlocking positions
of the type governed by this section.
Failure to timely file the informational report will constitute a failure
to satisfy this condition, and will constitute automatic denial.
(c) Informational report. An informational report required under paragraph
(b) of this section must state:
(1) The full name and business address of the person required to submit
this report;
(2) The names of all public utilities
with which the person holds or will
hold the positions of officer or director
and a description of those positions;
(3) The names of any entity, other
than those listed in paragraph (c)(2) of
this section, of which the person is an
officer or director and a description of
those positions; and
(4) An explanation of the corporate
relationship between or among the
public utilities listed in paragraph
(c)(2) of this section which qualifies the
person for automatic authorization
under this section.
(5) A statement or an affirmation
that the applicant has not yet per-

formed or assumed the duties or responsibilities of the position which necessitated the filing of this informational report.
[Order 446, 51 FR 4905, Feb. 10, 1986, as
amended by Order 664, 70 FR 55723, Sept. 23,
2005]

PART 46—PUBLIC UTILITY FILING REQUIREMENTS AND FILING REQUIREMENTS
FOR
PERSONS
HOLDING INTERLOCKING POSITIONS
Sec.
46.1 Purpose.
46.2 Definitions.
46.3 Purchaser list.
46.4 General rule.
46.5 Covered entities.
46.6 Contents of the statement and procedures for filing.
AUTHORITY: 16 U.S.C. 792–828c; 16 U.S.C.
2601–2645; 42 U.S.C. 7101–7352; E.O. 12009, 3
CFR 142.
SOURCE: 45 FR 23418, Apr. 7, 1980, unless
otherwise noted.

§ 46.1 Purpose.
The purpose of this part is to implement section 305(c) of the Federal
Power Act, as amended by section 211
of the Public Utility Regulatory Policies Act of 1978.
[Order 67, 45 FR 3569, Jan. 18, 1980]

§ 46.2 Definitions.
For the purpose of this part:
(a) Public utility has the same meaning as in section 201(e) of the Federal
Power Act and further includes any
company which is part of a holding
company system which includes a registered holding company unless no
company in such system is an electric
utility within the meaning of section 3
of the Federal Power Act. Such term
does not include any rural electric cooperative which is regulated by the
Rural Electrification Administration
of the Department of Agriculture or
any other entities covered in section
201(f) of the Federal Power Act.
(b) The following terms have the
same meaning as in the Public Utility
Holding Company Act of 1935:
(1) Holding company system; and
(2) Registered holding company.

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