166 FERC ¶ 61,119

UNITED STATES OF AMERICA

FEDERAL ENERGY REGULATORY COMMISSION

18 CFR Parts 45 and 46

[Docket No. RM18-15-000; Order No. 856]

Interlocking Officers and Directors; Requirements for Applicants and Holders

(Issued February 21, 2019)

AGENCY: Federal Energy Regulatory Commission.

ACTION: Final rule

SUMMARY: In this final rule, the Federal Energy Regulatory Commission

(Commission) amends its regulations related to interlocking officers and directors to 

clarify and update the requirements for both applicants and holders. 

EFFECTIVE DATE: This rule will become effective [INSERT DATE 60 DAYS 

AFTER DATE OF PUBLICATION IN THE FEDERAL REGISTER]

FOR FURTHER INFORMATION CONTACT:

Lindsay Orphanides (Technical Information)

Office of Energy Market Regulation

Federal Energy Regulatory Commission

888 First Street, NE

Washington, DC 20426

(202) 502-8372

lindsay.orphanides@ferc.gov

Mary Ellen Stefanou (Legal Information)

Office of the General Counsel

Federal Energy Regulatory Commission

888 First Street, NE

Washington, DC 20426

(202) 502-8989

mary.stefanou@ferc.gov
Docket No. RM18-15-000 ii

SUPPLEMENTARY INFORMATION:
166 FERC ¶ 61,119

UNITED STATES OF AMERICA

FEDERAL ENERGY REGULATORY COMMISSION

Before Commissioners: Neil Chatterjee, Chairman;

 Cheryl A. LaFleur, Richard Glick,

and Bernard L. McNamee.

Interlocking Officers and Directors; 

Requirements for Applicants and Holders

Docket No. RM18-15-000

ORDER NO. 856

FINAL RULE

(Issued February 21, 2019)

I. Background

On July 19, 2018, the Commission issued a Notice of Proposed Rulemaking 

(NOPR),1 proposing to revise parts 45 and 46 of the Commission’s regulations related 

to interlocking officers and directors to clarify and update the requirements for both 

applicants and holders. The Commission proposed to: (1) update its regulations to 

reflect statutory changes to the circumstances in which an applicant who would otherwise 

require Commission authorization to hold an interlocking position need not do so; 

(2) revise its regulations to clarify its position on late-filed applications and informational 

reports; (3) revise its regulations to clarify that an interlock holder is not required to file a 

notice of change when merely changing positions within a holding company; (4) revise 

 1 Revisions to Parts 45 and 46 of the Commission’s Regulations, Notice of 

Proposed Rulemaking, 164 FERC ¶ 61,032 (2018) (NOPR).
Docket No. RM18-15-000 - 2 -

its regulations to state that applicants do not need to list in their applications public 

utilities that do not have officers or directors; (5) revise its regulations with regard to 

public utilities owned by a natural person; and (6) update its regulations to remove 

section 46.2(b), which contains definitions and phrases now rendered obsolete.

Comments were filed by Edison Electric Institute (EEI), NRG Power Marketing 

LLC (NRG), Just Energy (U.S.) Corp. (Just Energy), Electric Power Supply Association 

(EPSA), National Rural Electric Cooperative Association (NRECA), National Grid USA 

(National Grid), and Golden Spread Electric Cooperative, Inc. (Golden Spread). All 

comments were generally supportive of the proposed changes. Some commenters 

requested clarification on certain proposed changes, while others proposed additional 

changes. We address these issues below.

II. Discussion

A. No Need for Commission Approval of Interlocking Director and 

Officer Positions in Certain Circumstances

1. Proposal

Section 45.2 of the Commission’s regulations describes the types of interlocking 

positions that require Commission authorization, including those between a public utility 

and entities authorized by law to underwrite or participate in the marketing of public 

utility securities.2

 However, in 1999, Congress amended Federal Power Act (FPA)

section 305(b)(2) to provide that an applicant for certain interlocking positions is no 

 2 18 CFR 45.2(b)(2).
Docket No. RM18-15-000 - 3 -

longer required to obtain Commission authorization to hold such positions.3

 In the 

NOPR, the Commission proposed to revise section 45.2 of its regulations to add that an 

applicant for an interlocking position between a public utility and a “bank, trust company, 

banking association, or firm that is authorized by law to underwrite or participate in the 

marketing of public utility securities,”4 does not need Commission authorization when: 

(1) the person does not participate in any deliberations or decisions of the public 

utility regarding the selection of the bank, trust company, banking association, or 

firm to underwrite or participate in the marketing of securities of the public utility, 

if the person serves as an officer or director of a bank, trust company, banking 

association, or firm that is under consideration in the deliberation process; 

(2) the bank, trust company, banking association, or firm of which the person is an 

officer or director does not engage in the underwriting of, or participate in the 

marketing of, securities of the public utility of which the person holds the position 

of officer or director; 

(3) the public utility for which he/she serves or proposes to serve as an officer or 

director selects underwriters by competitive procedures; or

 3 See Pub. L. No. 106-102, sec. 737, 113 Stat. 1338, 1479 (1999).

4 18 CFR 45.2(b)(2).
Docket No. RM18-15-000 - 4 -

(4) the issuance of securities of the public utility for which the person serves or 

proposes to serve as an officer or director has been approved by all Federal and 

State regulatory agencies having jurisdiction over the issuance.5

2. Comments

EEI, Golden Spread, Just Energy, and NRECA all support the Commission’s 

proposed revision to section 45.2 of its regulations.

Golden Spread states in its comments that it is unclear from the NOPR if the 

Commission will require continued reporting of interlocking positions between a public 

utility and a bank, trust company, banking association, or firm that is authorized by law to 

underwrite or participate in the marketing of public utility securities in Form No. 561. 

If not, Golden Spread states that the Commission may wish to cross reference to 

section 45.2 or clarify section 46.5 of its regulations.6

3. Commission Determination

We will revise the language in section 45.2 as proposed in the NOPR, which 

brings the Commission’s regulations into conformance with the changes made by 

Congress to FPA section 305(b)(2) in 1999.

In response to Golden Spread’s comments, we clarify that the Commission will 

continue to require the reporting of interlocking positions between a public utility and a 

bank, trust company, banking association, or firm that is authorized by law to underwrite 

 5 NOPR, 164 FERC ¶ 61,032 at P 6. See also 16 U.S.C. 825d(b)(2). 

6 Golden Spread Comments at 3.
Docket No. RM18-15-000 - 5 -

or participate in the marketing of public utility securities in Form No. 561 under 

section 46.5 of the Commission’s regulations as the statutory directive to report such 

information has not changed.

7

B. Flexibility to Consider Late-Filed Applications and Informational 

Reports

1. Proposal

The Commission proposed in the NOPR to revise section 45.3(a) of its 

regulations, which currently states that “late-filed applications will be denied” and 

section 45.9(b), which currently states that “[f]ailure to timely file the informational 

report will constitute a failure to satisfy this condition and will constitute automatic 

denial.” The Commission stated that it expects its regulations to be followed but 

recognizes that good faith errors and oversights may occasionally result in the inadvertent 

violation of the timing of FPA section 305(b)’s filing requirements. In addition, the 

Commission stated that it expects applicants to be attentive to their obligation to timely 

file for the required authorizations and make every effort to ensure they act in accordance 

with the statutory directives in FPA section 305(b). Further, the Commission stated that, 

if an error or oversight occurs, it expects that those errors and oversights will be 

expeditiously identified and rectified, and applications to hold interlocking director 

positions be promptly filed. Therefore, the Commission proposed to delete the above-

 7 See 16 U.S.C. 825d(c)(1), (2)(a).
Docket No. RM18-15-000 - 6 -

quoted language, and replace it with language providing for consideration of late-filed 

applications for interlocking positions on a case-by-case basis.8

2. Comments

EEI, Golden Spread, Just Energy, National Grid, NRECA, and NRG all support 

the Commission’s proposed changes to sections 45.3(a) and 45.9(b). EEI takes issue with

the Commission’s statement in the NOPR preamble that, “[i]n cases where occasional 

errors and oversights occur, the Commission expects that those errors and oversights will 

be expeditiously identified and rectified, and applications to hold interlocking director 

positions promptly filed.”9 To avoid “misinterpretation,” EEI encourages the

Commission to restate the quoted provision to say: “When errors and oversights are 

discovered, the Commission expects that those errors and oversights will be expeditiously 

rectified, and if required applications will be promptly filed.”10

3. Commission Determination 

We adopt the changes to sections 45.3(a) and 45.9(b) of the Commission’s 

regulations proposed in the NOPR that will allow for consideration of late-filed 

applications for interlocking positions on a case-by-case basis.11 We do not think that it 

 8 NOPR, 164 FERC ¶ 61,032 at PP 7-9.

9 EEI Comments at 4 (quoting NOPR, 164 FERC ¶ 61,032 at P 9).

10 Id.

11 We note that the public utilities whose officers and directors are subject to the 

statutory directive in section 305(b) to file, as regulated entities themselves subject to the 

requirements of the FPA, and should make every effort to ensure that their officers and 

directors, in turn, act in accordance with the statutory directives in FPA section 305(b).
Docket No. RM18-15-000 - 7 -

is in the public interest to deny otherwise-qualified applicants’ late-filed applications and 

informational filings made under these regulations when the late filing is due solely to 

good faith errors and oversights, and the error or oversight is promptly identified and 

expeditiously rectified. 

We decline to amend our statement in the NOPR preamble to state that the 

Commission’s expectation is that errors and oversights be expeditiously rectified “when 

errors and oversights are discovered,” as suggested by EEI. We expect that errors and 

oversights be both promptly identified and expeditiously rectified, and we reiterate our

expectation – grounded in the statute12 – that applicants be attentive to their obligation to 

timely file for the required authorizations and thus make every effort to ensure that they 

act in accordance with the statutory directives in FPA section 305(b). The Commission 

would look unfavorably on FPA section 305(b) applications where an applicant has not 

been properly attentive to his/her obligation to file for the required authorization. 

C. Supplemental Applications or Notices of Change for Positions PreAuthorized Under Section 45.9

1. Proposal

The Commission proposed in the NOPR to revise sections 45.4 and 45.5 of its 

regulations to clarify that supplemental applications and notices of change need not 

be filed in the case of a person already authorized to hold interlocks identified in 

section 45.9(a) who may assume new or different positions that are still among those 

 12 16 U.S.C. 825d(b)(1).
Docket No. RM18-15-000 - 8 -

identified by section 45.9(a). The Commission stated that such changes in positions 

among related public utilities are already reported in the annual Form No. 561s, and 

separate filings under section 45.4 or section 45.5 are unnecessary. The NOPR 

specifically stated that the holder of interlocking officer and director positions must file a 

notice of change when he/she no longer holds any interlocking positions within the scope 

of the statute and regulations because no longer holding any interlocking positions would 

constitute a “material or substantial change.”13

2. Comments

EEI, Golden Spread, Just Energy, National Grid, NRECA, and NRG all support

the Commission’s proposed revisions to sections 45.4 and 45.5. 

EEI asks the Commission to add two points to its proposal to revise sections 45.4 

and 45.5. First, EEI asks for clarification that the Commission “means a notice is 

required only when the officer or director resigns or withdraws from all pre-authorized 

interlocking officer and director positions, not just from one such position, as that 

would comport with the logic of the changes the Commission is adopting as to 

subsection 45.5(b).”14 EEI asserts that “the Commission should specify that public utility 

officers and directors who are pre-approved under the holding company provisions at 

subsection 45.9(a) do not need to file ‘notice of change’ reports when they resign, but 

 13 NOPR, 164 FERC ¶ 61,032 at P 10.

14 EEI Comments at 7.
Docket No. RM18-15-000 - 9 -

rather can rely on updates to their annual filings by removing the companies from which 

they have resigned during the previous year.”15

Second, EEI also asks the Commission to specify that section 45.9(c) does not 

require an additional informational report in the case of new or different interlocking 

positions within a holding company system for an individual that has already filed a 

section 45.9 informational report.16 EEI asserts that existing public utility officers and 

directors pre-approved under section 45.9(a) are not applicants as that term is used in 

section 45.5; therefore, they are not required to file applications at the Commission, only 

informational reports.

17

Golden Spread asks the Commission to consider making an additional edit to 

section 45.5(b) to change the requirement for filing a notice of change (e.g., for a 

withdrawal, or failure of reelection or appointment) from a “within 30 days” requirement 

to a “within 60 days” requirement, stating that even when good faith efforts are made to 

learn of changes from affected officers and directors, it can take beyond a full month to 

learn of changes.18

Just Energy recommends the Commission adopt a number of clarifying edits to 

sections 45.4(c), 45.9(a)(3), and 45.9(b). In section 45.4(c), Just Energy proposes that the 

 15 Id. at 9-10.

16 Id. at 7.

17 Id. at 10.

18 Golden Spread Comments at 4. 
Docket No. RM18-15-000 - 10 -

Commission describe interlocking positions that “qualify for automatic authorization 

pursuant” to section 45.9(a), as opposed to positions that “are identified” in 

section 45.9(a). Just Energy suggests that, in section 45.9(a)(3), the Commission 

authorize interlocking positions of an officer or director of more than one public utility 

where such officer or director is already authorized under this part to hold positions as 

officer or director of those “or any other public utilities” where the interlock involves 

affiliated public utilities. Just Energy’s proposed amendment to section 45.9(b) would 

create a new subsection (2) that states that a person is “exempt from filing an

informational report pursuant to [section] 45.4.”

Just Energy also states that it supports the proposal that officers and directors do 

not need to file a notice of change when they leave some but not other positions within a 

corporate family, and instead report interlock changes among affiliates in the applicable 

Form No. 561. Just Energy accordingly recommends additional amendments to amended 

section 45.5(b) to state that a notice of change under this section would not be required if 

the only change to be reported is “a resignation or withdrawal from fewer than all 

positions held between or among affiliated public utilities, a reelection or reappointment 

to a position that was previously authorized,” or holding a different or additional

interlocking position “that would qualify for automatic authorization pursuant to” 

section 45.9(a). Just Energy states that its proposed amendments address the 
Docket No. RM18-15-000 - 11 -

Commission’s clarification regarding partial resignations and harmonize section 45.5 

with the proposed amendments regarding appointments with affiliated entities.

19

3. Commission Determination 

We adopt the NOPR’s proposed revisions to sections 45.4 and 45.5 of the 

Commission’s regulations to state that supplemental applications and notices of change 

need not be filed in the case of a person already authorized to hold interlocks identified in 

section 45.9(a) who may assume new or different positions that are still among those 

identified by section 45.9(a), with certain clarifications and amendments discussed 

below.

In response to EEI, we clarify that the change to section 45.5(b) adopted in 

this final rule means that, in the case of interlocking positions that are identified in 

section 45.9(a), a notice of change now need only be filed when the officer or director 

resigns or withdraws as an officer or director from all previously held interlocking officer 

and director positions. When he/she resigns from only one position out of several 

interlocking positions for which he/she received authorization pursuant to section 45.9, 

he/she need only include this information in the annual Form No. 561. 

We also clarify in response to EEI that section 45.9(c) does not require an 

additional informational report when an officer or director has a new or different 

interlocking position within a holding company system compared to what was reported 

when he/she originally filed an informational report under section 45.9. Instead, he/she 

 19 Just Energy Comments at 6-7.
Docket No. RM18-15-000 - 12 -

need only include the new or different interlocking position(s) in the annual Form 

No. 561.

We agree with Golden Spread’s proposal to alter the timing of the notice of 

change filing requirement from 30 days to within 60 days of the triggering event. We 

think this change is reasonable because 30 days may be too short a period to comply with 

the regulation, and allowing for 60 days may result in more accurate filings. We 

therefore amend section 45.5(b) to state that the filing of a notice of change shall be made 

within 60 days. 

We adopt Just Energy’s proposed amendments to sections 45.4(c), 45.9(a)(3), 

45.9(b), and 45.5(b). We find that the amendments proposed by Just Energy more clearly 

state the revisions adopted by this final rule.

D. Public Utilities within a Holding Company that Do Not Have Directors 

and Officers

1. Proposal

In the NOPR, the Commission recognized the growing complexity of corporate 

structures. Thus, the Commission proposed to revise section 45.8(c)(1) of its regulations 

to state that applicants under part 45 do not need to list in their applications those public 

utilities that do not have officers or directors.20

 20 NOPR, 164 FERC ¶ 61,032 at P 11.
Docket No. RM18-15-000 - 13 -

2. Comments

EEI, Golden Spread, and NRG support the Commission’s proposed revision to

section 45.8(c)(1). Golden Spread “agrees that if such structures exist and do not have 

officers and directors, such information would be extraneous.”21 NRECA states that it 

has no position on the Commission’s proposal; it acknowledges the growing complexity 

of corporate structures “but does not appreciate why that trend warrants reducing the 

information in these applications.”22 NRECA requests that the Commission explain in 

more detail the regulatory burden that will be relieved and the information that will be 

lost by the proposed change.23

3. Commission Determination 

We adopt the NOPR’s proposed revisions to section 45.8(c)(1) of the

Commission’s regulations to state that applicants under part 45 do not need to list in their 

applications those public utilities that do not have officers or directors. While we are not 

aware of any applications that have been filed where a company does not have any 

officers or any directors, we understand from EEI that such companies do exist.24

 21 Golden Spread Comments at 4.

22 NRECA Comments at 2.

23 Id.

24 See Edison Electric Institute Comments, Docket No. AD12-6-002 (Nov. 28, 

2016).
Docket No. RM18-15-000 - 14 -

In response to Golden Spread and NRECA, we are not aware that any material 

information would be lost by making this change. We expect the universe of companies 

that do not have any officers or directors to be small, as it is still atypical for a company 

to have neither officers nor directors. We also note that, under section 45.2(a), the 

obligation to make the appropriate filings extends to any person elected or appointed to 

perform executive duties or functions similar to those ordinarily performed by presidents, 

vice presidents, directors and others.25 This pre-existing requirement, which the 

Commission has not proposed to change, should ensure that the change adopted above 

will not materially affect the Commission’s oversight of jurisdictional interlocking 

positions.

E. Corporate Relationships within the Scope of Automatic Authorizations

1. Proposal

In the NOPR, the Commission proposed to revise section 45.9 of its regulations to 

add the word “person” when defining the corporate relationships within the scope of the 

automatic authorizations addressed in section 45.9. The Commission recognized that 

public utilities can be owned not just by a corporate entity but by a natural person, and 

that the regulations should reflect this possibility.26

 25 18 CFR 45.2(a). 

26 NOPR, 164 FERC ¶ 61,032 at P 12.
Docket No. RM18-15-000 - 15 -

2. Comments

EEI, Golden Spread, and NRECA support the Commission’s proposed revision to 

section 45.9. Golden Spread adds that it thinks this proposed change does not apply to 

cooperative governance structures. 

3. Commission Determination

We adopt the proposed revision to section 45.9 of the Commission’s regulations to 

add the word “person” when defining the corporate relationships within the scope of the 

automatic authorizations addressed in section 45.9. Given that some public utilities can 

be and are now owned by natural persons, a change in the regulations to reflect this 

development is warranted.27

F. Removal of section 46.2(b)

1. Proposal

The Commission proposed in the NOPR to update its regulations in part 46 to 

remove section 46.2(b), because the definitions were rendered obsolete as a result of the 

enactment of the Energy Policy Act of 2005 and the concurrent repeal of the Public 

Utility Holding Company Act of 1935 (PUHCA 1935).

28 The Commission noted in the 

NOPR that section 46.2(b) currently references the definition of “holding company 

 27 In response to Golden Spread, we do not envision a cooperative governance 

structure where a rural electric cooperative is owned by its customers/ratepayers to fall 

within the scope of this rule. See generally Wolverine Power Supply Cooperative, Inc., 

93 FERC ¶ 61,328, at 62,119 (2000), reh’g denied, 94 FERC ¶ 61,178, at 61,616 (2001).

28 See Pub. L. No. 109-58, sec. 1261-77, 119 Stat. 594, 972-78 (2005). 
Docket No. RM18-15-000 - 16 -

system” and “registered holding company system” in PUHCA 1935.

29 However, the 

Energy Policy Act of 2005 repealed PUHCA 1935.30 Thus, the Commission proposed to 

remove section 46.2(b). The Commission also proposed to update part 46 to change 

“Rural Electrification Administration” to “Rural Utilities Service” to reflect the name 

change of that organization.31

2. Comments

EEI, Golden Spread, and NRECA all support the removal of section 46.2(b) and 

the update of part 46 to change “Rural Electrification Administration” to “Rural Utilities 

Service.”

3. Commission Determination

We adopt the proposed removal of section 46.2(b) from the Commission’s

regulations, as it is now outdated, and we update part 46 of the Commission’s regulations

to change “Rural Electrification Administration” to “Rural Utilities Service” to reflect the 

change in name of that organization.

 29 16 U.S.C. 79a et seq.

30 Pub. L. No. 109-58, sec.1263, 119 Stat. 594, 974 (2005).

31 NOPR, 164 FERC ¶ 61,032 at P 13.
Docket No. RM18-15-000 - 17 -

G. Additional Issues Raised by Commenters 

1. Amending Section 45.1(a)(3)

a. Comments

EEI requests that the Commission amend section 45.1(a)(3) of its regulations by 

changing the closing phrase “a public utility” to “such public utility,” as stated in the 

opening sentence of FPA section 305(b)(1). EEI asserts that this change to the 

regulations would align the regulations with the statute, and it would recognize that 

Congress intended to require approval for interlocking director and officer positions 

between a utility and an electrical supplier only when the supplier supplies equipment to 

the utility involved, not just to other utilities. EEI also states that this change also would 

conform the part 45 regulations with one another.32

b. Commission Determination

We adopt EEI’s suggested amendment to section 45.1(a)(3) of the Commission’s 

regulations by changing the closing phrase “a public utility” to “such public utility.” We 

agree with EEI that this change will better align the regulations with the statute, and 

recognize that Congress intended to require approval for interlocking director and officer 

positions between a utility and an electrical supplier only when the supplier supplies 

electrical equipment to the utility involved, and not just to any utility. 

 32 EEI Comments at 9.
Docket No. RM18-15-000 - 18 -

2. Definition of Electrical Equipment 

a. Comments

EEI asks the Commission to modify its current definition of “electrical

equipment.” EEI asserts that the definition of electrical equipment has been 

inappropriately construed too broadly in some cases. EEI requests that the Commission

delete from the current section 46.2(f) definition the footnoted cross-reference to the 

Uniform System of Accounts and clarify that the definition applies to both parts 45 and 

46 of the Commission’s regulations. EEI asserts that the current definition found in 

section 46.2(f) is straightforward,

33 and that the cross-reference to the Uniform System of 

Accounts has resulted in the term electrical equipment being defined to include common 

business equipment such as computers, calculators, and sprinklers.

34

b. Commission Determination

We decline to delete from the current section 46.2(f) definition of electrical 

equipment the footnoted cross-reference to the Uniform System of Accounts. We 

disagree that the cross-reference to the Uniform System of Accounts results in a

definition of electrical equipment that is too broad. In this regard, we note that, in

establishing the definition of electrical equipment in section 46.2(f), the Commission 

stated that the footnoted reference to the Commission’s Uniform System of Accounts was 

“a guide only,” acknowledging that certain items found in the accounts listed are clearly 

 33 Id. at 11 (citing 18 CFR 46.2(f)).

34 Id. 
Docket No. RM18-15-000 - 19 -

not “electrical equipment” within the scope of section 46.2(f).

35 We find that the 

footnoted reference to the Uniform System of Accounts continues to provide useful 

guidance to aid the industry as well as the Commission in determining what does and 

does not constitute electrical equipment under part 46, and thus should be retained.

We do clarify that, as necessary, the Commission, in evaluating applications and 

reporting under part 45, will continue to look to section 46.2(f) and the footnoted 

reference to the Uniform System of Accounts for guidance in determining what 

constitutes electrical equipment under part 45.

36

3. Blanket Authorizations for Companies without Captive 

Customers

a. Comments

EEI, EPSA, Just Energy, and NRG ask the Commission to create a blanket 

authorization for interlock holders at companies within holding company systems without 

captive customers. 

i. EEI

EEI requests that the Commission revisit the need for interlocking directorate 

applications and reporting to cover officers and directors who hold positions involving,

within a holding company system, multiple companies that do not have captive 

 35 Public Utility Filing Requirement and Requirements for Persons Holding 

Interlocking Positions; Order Issuing Final Regulations, 45 FR 23,413, at 23,415-16 

(Apr. 7, 1980), FERC Stats. & Regs. ¶ 30,140, at 30,984 (1980).

36 See, e.g., Barry Lawson Williams, 134 FERC ¶ 61,183, at P 10 (2011).
Docket No. RM18-15-000 - 20 -

customers, such as exempt wholesale generators and qualifying facilities, or positions 

involving such companies and their securities underwriters37 or their electrical equipment 

suppliers.38

ii. EPSA

EPSA requests that the Commission consider granting a blanket authorization to 

public utilities without any captive customers, to allow individuals to concurrently hold 

positions as an officer or director of more than one public utility within the corporate 

holding company, or positions of officer or director of a public utility and a company 

supplying electrical equipment to a public utility within the corporate holding company.

39 

EPSA argues that this category of public utility, which includes independent 

power producers that are structured as merchant sellers of power only, are incapable of 

and do not pose a danger of imposing excessive charges or allocating unreasonable costs 

to customers, flouting state regulation in any way, or harming customers through a 

general lack of economy of management, operation, inefficiency, or inadequacy of 

services. EPSA asserts that, with independent entities, any mismanagement or 

uneconomic transactions are not passed on to customers, but are borne exclusively by 

 37 But see 16 U.S.C. 825d(b)(2).

38 EEI Comments at 10.

39 EPSA Comments at 2.
Docket No. RM18-15-000 - 21 -

shareholders. EPSA proposes that blanket authorizations be granted solely to those 

utilities on an intra-holding company basis.40

EPSA suggests that, to provide oversight to companies eligible for its proposed

blanket authorization, “an entity with market-based rate authority and previously granted 

a blanket authorization for interlocking positions within its holding company could 

declare in its triennial market-based rate authorization filings that its holding company 

structure remains fully independent, and therefore that entity continues to pose no threat 

of harm to captive customers as a result of affiliate abuse concerns and, as such, does not 

pose a threat to pass on rate increases driven by affiliate contracts or contracts between 

independent companies with a common set of officers or directors.”41 EPSA also 

compares its requested blanket authorization to blanket authorizations under FPA

section 203.

42

EPSA asserts that granting blanket authorization to intra-holding company 

independent power producers and marketers without captive customers is a logical 

outgrowth of the NOPR and is consistent with the NOPR’s intent, and would serve to 

reduce regulatory burdens and modernize these regulations to better reflect the modern 

 40 Id. at 3.

41 Id. at 4.

42 Id. at 4-5 (citing Transactions Subject to FPA Section 203, Order No. 669, 

113 FERC ¶ 61,315, at P 57 (2005), order on reh’g, Order No. 669-A, 115 FERC 

¶ 61,097, order on reh’g, Order No. 669-B, 116 FERC ¶ 61,076 (2006)).
Docket No. RM18-15-000 - 22 -

state of the electricity generation and sales landscape.43 EPSA also suggests that the 

Commission could issue a supplemental notice in order to broaden the scope of the 

NOPR to implement EPSA’s proposed changes in the final rule.

44 

iii. Just Energy

Just Energy requests that the Commission grant blanket authorizations to public 

utilities that are not franchised utilities and are not affiliated with a franchised utility. 

Under Just Energy’s proposal, officers and directors of such public utilities and their 

affiliates would not be required to seek prior authorization, but would disclose all 

appointments and changes on their annual Form No. 561.

45

iv. NRG

NRG asks the Commission to issue a “narrow and discrete” blanket authorization 

for individuals holding officer positions in affiliated entities all under the same holding 

company structure without any captive customers, regardless of whether those positions 

are with public utilities, electrical equipment supply companies, or fuel supply 

companies.46 Under this proposal, the individual would be able to hold positions in such 

 43 Id. at 8-9.

44 Id. at 9.

45 Just Energy Comments at 5-6.

46 We note that an interlock involving the latter, i.e., fuel supply companies, would 

not be a jurisdictional interlock under FPA section 305(b) requiring a filing. 
Docket No. RM18-15-000 - 23 -

entities without any filing requirements (either a prior-notice filing or the annual Form 

No. 561).47

Like EPSA, NRG compares its requested blanket authorization to section 203 

blanket authorizations.

48 NRG states that allowing blanket waivers in the interlock 

context would still allow the Commission to rigorously police for the conduct that

concerned Congress in 1935 (that companies under common control were entering into 

above market contracts and passing through those costs to retail customers), meet the 

plain language of the statute, and reduce the paperwork burden and regulatory burdens on 

regulated entities.49

Although NRG asserts that the Commission could provide for a blanket 

authorization as requested with no further notice because it is a “logical outgrowth” of the 

NOPR, NRG suggests that the Commission could also issue, out of an abundance of 

caution, a supplemental notice describing the blanket authorization.50

b. Commission Determination

We decline to create a blanket authorization for persons holding interlocking 

positions between affiliated companies without any captive customers. The current 

 47 NRG Comments at 5-6. 

48 Id. at 6 (citing Blanket Authorization Under FPA Section 203, Order No. 708, 

122 FERC ¶ 61,156 (2008)).

49 Id. 

50 Id. at 6-7.
Docket No. RM18-15-000 - 24 -

requirements impose minimal burdens, and the commenters have not made a sufficient 

case for granting their requested relief of a blanket authorization. 

The burden that would be avoided by a blanket authorization for individuals 

serving as officers or directors at multiple companies in a holding company system is 

minimal. Currently, in such scenarios, each individual must file only once – and then 

only a relatively minor submittal – for authorization (under section 45.9 of the 

Commission’s regulations), and then each individual needs to file only an annual report 

pursuant to FPA section 305(c) each April 30 thereafter,51 which describes any changes 

in his/her positions among the companies in the holding company system.

In response to EPSA and NRG’s comparison of an interlock blanket authorization 

to blanket authorizations in the FPA section 203 context, we note that, although the 

Commission implemented blanket authorizations in the section 203 context, it was done 

in response to the Energy Policy Act of 2005, which revised FPA section 203 by adding 

FPA section 203(a)(5), which required the Commission to adopt procedures for the 

expeditious consideration of applications under that section.

52 No similar circumstances 

exist here. 

 51 Even if we were to grant the requested relief under FPA section 305(b), that 

would not relieve the persons holding such interlocks from the separate requirement to 

make an annual filing, the Form No. 561, under FPA section 305(c). 

52 Pub. L. No. 109-58, sec. 1289, 119 Stat. 594, 982 (2005); Order No. 669, 

113 FERC ¶ 61,315 at PP 55-57.
Docket No. RM18-15-000 - 25 -

4. Online Submission Process/Database for Interlock Filings

a. Comments

Golden Spread and NRECA filed comments requesting the creation of an online 

submission process/database for interlock filings. Golden Spread requests that the 

Commission consider moving the interlocking directorate application, 

updating/supplementing, termination process, and annual Form No. 561 to an online 

submission process. Golden Spread argues that the current system is paper intensive and 

an online system could streamline compliance associated with parts 45 and 46 and would 

create an opportunity for more robust relational databases wherein the Commission 

would be better able to track compliance with its interlocking directorate program.

53 

Golden Spread and NRECA state that an online submission process/database would 

reduce regulatory burdens.54

b. Commission Determination

We support modernizing our systems and processes. However, we will not 

propose a new submission process or database in this proceeding, but may consider the 

creation of an online process/database in the future.

 53 Golden Spread Comments at 5.

54 Id.; NRECA Comments at 3.
Docket No. RM18-15-000 - 26 -

5. Temporary Appointments

a. Comments

Just Energy states that it is not uncommon for market participants to have to 

appoint, remove, or reappoint personnel to officer positions to accommodate routine 

business needs that are not always foreseeable or permanent. For example, Just Energy 

states that a company may need to make a person an officer in order to have signature 

authority for a transaction, or when someone is on medical leave. Just Energy requests 

that these administrative, ministerial, or temporary appointments not require any 

Commission approval or reporting, arguing that they do not pose the kinds of threats

contemplated by Congress when it adopted section FPA 305(b), and are burdensome to 

both the Commission and to public utilities.

55

b. Commission Determination

We acknowledge that an exemption from the filing requirements for certain 

temporary appointments to interlocking positions reflects the reality of the world, where a 

position may be unexpectedly left vacant due to death, illness, etc. and a company must 

quickly appoint someone to temporarily fill the now-vacant position on an “acting” 

basis. We therefore find that a person seeking to hold an interlocking position covered 

by section 45.2 that would otherwise require an automatic authorization filing under 

section 45.9 may be appointed to fill the vacant position temporarily, for 90 days or less, 

without the necessity of seeking Commission approval or of reporting in, for example, 

 55 Just Energy Comments at 6.
Docket No. RM18-15-000 - 27 -

Form No. 561. To implement this change, we add a new subsection (c) to section 45.1, 

as well as additional language to section 45.9(b) that exempts a person holding a 

temporary interlocking position pursuant to the new section 45.1(c) from the requirement 

to submit an informational report. 

We note that this temporary appointment exemption would, in practice, apply only 

in a narrow set of circumstances – where a person who has never held any interlock 

before is temporarily appointed to a position at an affiliate company. For example, a 

person serving as an officer of Utility A could be temporarily appointed as an officer of 

affiliated Utility B, which is part of the same holding company as Utility A, without the 

necessity of Commission approval or a reporting requirement such as the annual Form 

No. 561. In this example, if this person had previously been authorized to hold a nontemporary interlock between two or more affiliated utilities, this exemption for temporary 

positions would not be necessary; the person would already have been required to have 

made an initial automatic authorization filing under section 45.9, and would only need to 

include this new appointment in his/her annual Form No. 561. 

Finally, we note that a person cannot be re-appointed for multiple 90-day periods 

to the same interlocking position and still consider it a temporary position that continues 

to be exempt from the automatic authorization requirements. Under such circumstances, 

the individual who seeks to hold a position for more than 90 days must seek the necessary 

authorization pursuant to the Commission’s regulations.
Docket No. RM18-15-000 - 28 -

6. Cost Estimates for Informational Filings and Notices of Change

a. Comments

Just Energy, in asserting that it is costly and burdensome for individuals, and 

in many cases their employers, to comply with the rules as written, states that the 

Commission’s estimates that informational filings cost $632.00 each, and that notices of 

change cost $19.25, are too low. In support, Just Energy asserts that: (1) each filing 

must be customized to the individual; (2) the officer or director must verify the reportable 

positions; (3) a notary may be required for the attestation; (4) a corporate secretary may 

have to pull information on positions held to verify the submission; (5) corporate 

structure information may need to be pulled to verify that the ownership chain qualifies 

for an informational filing; (6) someone reviews the materials; (7) someone makes 

revisions to the filing; (8) someone collects signatures; and (9) someone makes the 

filing.56

b. Commission Determination

We disagree that we have underestimated the costs of informational filings and 

notices of change. We note that the cost estimates stated in the NOPR and in this final 

rule are estimates of average costs. While the costs of some informational filings and 

notices of change will be higher than the stated averages, some will also be less than the 

stated averages. 

 56 Id. at 3, n.4.
Docket No. RM18-15-000 - 29 -

III. Information Collection Statement

The collection of information contained in this final rule is subject to review by 

the Office of Management and Budget (OMB) under section 3507(d) of the Paperwork 

Reduction Act (PRA).

57 The PRA requires each federal agency to seek and obtain OMB

approval before undertaking a collection of information directed to 10 or more persons or 

contained in a rule of general applicability. OMB’s regulations58 require approval of 

certain information collection requirements imposed by agency rules. Upon approval of 

a collection of information, OMB will assign an OMB control number and an expiration 

date. Respondents subject to the filing requirements of an agency rule will not be 

penalized for failing to respond to the collection of information unless the collection of 

information displays a valid OMB control number. 

The revisions enacted by this final rule would clarify and update the

requirements59 for those seeking and holding interlocking positions. The Commission 

anticipates that the revisions, once effective, would reduce regulatory burdens. The 

Commission will submit the reporting requirements to OMB for its review and approval 

under section 3507(d) of the Paperwork Reduction Act.60

 57 44 U.S.C. 3507(d).

58 5 CFR 1320.

59 18 CFR parts 45, 46.

60 44 U.S.C. 3507(d).
Docket No. RM18-15-000 - 30 -

While the Commission expects that the regulatory revisions herein will reduce the 

burdens on affected entities, the Commission nonetheless solicits public comments 

regarding the accuracy of the burden and cost estimates below. 

Burden Estimate61: The estimated burden and cost for the requirements contained 

in this final rule follow.

FERC Form No. 520 (Application for Authority to Hold Interlocking Directorate Positions)

Number of 

Respondents

(1)

Annual 

Number of 

Responses per 

Respondent

(2)

Total Number 

of Responses 

(1)*(2)=(3)

Average 

Burden & 

Cost Per 

Response62

(4)

Total Annual 

Burden Hours 

(Total Annual 

Cost)

(3)*(4)=(5)

Cost per 

Respondent

($)

(5)÷(1)

Full 16 1 16 50 hrs.;

$3,950

800 hrs.;

$63,200

$3,950

Informational 500 1 500 8 hrs.;

$632

4,000 hrs.;

$316,000

$632

Notice of 

Change

100 1 100 0.25 hrs.;

$19.75

25 hrs.;

$1,975

$19.75

TOTAL 4,825 hrs.;

$381,175

Title: FERC-520 (Application for Authority to Hold Interlocking Directorate Positions) 

OMB Control No.: 1902-0083 

Abstract: The FPA, as amended, mandates federal oversight and approval of certain 

electric corporate activities to ensure that neither public nor private interests are adversely 

 61 “Burden” is the total time, effort, or financial resources expended by persons to 

generate, maintain, retain, or disclose or provide information to or for a Federal agency. 

For further explanation of what is included in the information collection burden, refer to 

5 CFR 1320.3.

62 The Commission staff thinks that the average respondent for this collection is 

similarly situated to the Commission, in terms of salary plus benefits. Based upon 

FERC’s 2018 annual average (for salary plus benefits) of $164,820, the average hourly 

cost is $79/hour.
Docket No. RM18-15-000 - 31 -

affected. Accordingly, the Commission’s regulations prescribe related information filing 

requirements to achieve this goal. Such filing requirements are found in 18 CFR parts 45

and 46.

Overview of the Data Collection. FERC-520 provides information related to complex 

electric corporate activities, in particular, the holding of interlocking positions, and 

thereby serves to safeguard public and private interests, as the FPA requires. 

FERC-520 is divided into two types of applications: full and informational. The 

full application, as specified in 18 CFR 45.8, implements the FPA requirement under 

section 305(b) that it is unlawful for any person to concurrently hold the positions of 

officer or director of more than one public utility; or a public utility and a financial 

institution that is authorized to underwrite or participate in the marketing of public utility 

securities; or a public utility and an electrical equipment supplier to such public utility, 

unless authorized by the Commission. In order to obtain authorization, an applicant must 

demonstrate that neither public nor private interests will be adversely affected by the 

holding of the positions. The full application provides the Commission with information 

about any interlocking position for which the applicant seeks authorization including, but 

not limited to, a description of duties and the estimated time devoted to the position. 

An informational (abbreviated) application, as specified in 18 CFR 45.9, allows an 

applicant to receive automatic authorization for an interlocked position upon receipt of 

the filing by the Commission. The informational application applies only to those 

individuals who seek authorization as: (1) an officer or director of two or more public 

utilities where the same holding company owns, directly or indirectly, that percentage of 
Docket No. RM18-15-000 - 32 -

each utility’s stock (of whatever class or classes) which is required by each utility’s 

by-laws to elect directors; (2) an 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 generation facilities to provide transmission service or electric power for 

sale to its owners; or (3) an officer or director of more than one public utility, if such 

person is already authorized under part 45 to hold different positions as officer or director 

of those utilities where the interlock involves affiliated public utilities. 

FERC-520 also includes the requirement to file a notice of change if there are new 

positions or changes to the positions held. The Commission is revising its requirements 

and, among other things, will no longer require a notice of change when a person is 

merely changing positions within a holding company system. This change is expected to 

reduce the number of filed notices of change by 50 percent annually (from 200 filings to 

100 filings) and to reduce the corresponding total burden.

Type of Respondents: Individuals who plan to concurrently become or concurrently are 

officers or directors of public utilities and of certain other entities must request 

authorization to hold such interlocking positions by submitting a FERC-520. 

Internal Review: The Commission has reviewed the information collection requirements 

and has determined that certain changes are needed and that the remaining requirements

are necessary. These requirements conform to the Commission’s need for efficient 

information collection, communication, and management within the energy industry. 

The Commission has specific, objective support for the burden estimates associated with 

the information collection requirements. Interested persons may obtain information on 
Docket No. RM18-15-000 - 33 -

the reporting requirements by contacting the following: Federal Energy Regulatory 

Commission, 888 First Street, NE, Washington, DC 20426 [Attention: Ellen Brown, 

Office of the Executive Director], e-mail: DataClearance@ferc.gov, Phone: (202) 502-

8663, fax: (202) 273-0873. Comments concerning the collection of information and the 

associated burden estimate(s) may also be sent to the Office of Information and 

Regulatory Affairs, Office of Management and Budget, 725 17th Street, NW, 

Washington, DC 20503 [Attention: Desk Officer for the Federal Energy Regulatory 

Commission]. Due to security concerns, comments should be sent electronically to the 

following e-mail address: oira_submission@omb.eop.gov. Please refer to FERC-520, 

OMB Control No. 1902-0083 in your submission.

IV. Environmental Analysis

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.63 We conclude that neither an Environmental Assessment 

nor an Environmental Impact Statement is required for this final rule under 

section 380.4(a) of the Commission’s regulations, which provides a categorical 

exemption for actions under section 305 of the FPA relating to interlocking directorates.64

 63 Regulations Implementing the National Environmental Policy Act of 1969,

Order No. 486, 52 FR 47897 (Dec. 17, 1987), FERC Stats. & Regs. ¶ 30,783 (1987).

64 18 CFR 380.4(a)(16). 
Docket No. RM18-15-000 - 34 -

V. Regulatory Flexibility Act

The Regulatory Flexibility Act of 1980 (RFA)65 generally requires a description 

and analysis of final rules that will have significant economic impact on a substantial 

number of small entities. The Small Business Administration’s (SBA) Office of Size 

Standards develops the numerical definition of a small entity.66 These standards are 

provided in the SBA regulations at 13 CFR 121.201.67

This final rule will apply to those individuals seeking to hold and those currently 

holding interlocking positions. In order to obtain authorization, an applicant must 

demonstrate that neither public nor private interests will be adversely affected by the 

holding of the interlocking positions.

There are an estimated 16 respondents who could file full applications over the 

course of a year, who would provide one response annually with an estimated time 

commitment of 50 hours per response, and a resulting estimated cost of $3,950.00 per 

respondent. There are an estimated 500 respondents who could file informational 

applications over the course of a year, who would provide one response annually with an 

estimated time commitment of 8 hours per response, and a resulting estimated cost of 

 65 5 U.S.C. 601-612.

66 13 CFR 121.101. 

67 13 CFR 121.201. See also U.S. Small Business Administration, Table of Small 

Business Size Standards Matched to North American Industry Classification System 

Codes (effective Feb. 26, 2016), 

https://www.sba.gov/sites/default/files/files/Size_Standards_Table.pdf. 
Docket No. RM18-15-000 - 35 -

$632.00 per respondent. In addition, there are an estimated 100 respondents who could 

file a notice of change annually with an estimated time commitment of 0.25 hours, and a 

resulting cost of $19.75 per respondent. Therefore the average annual cost for each of the 

616 respondents is $618.79. That cost is not significant. More importantly, this final rule

reduces industry cost by eliminating the need for the filing of some notices of change.

The Commission certifies that this final rule will not have a significant economic 

impact on a substantial number of small entities. 

VI. Document Availability

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 the Commission’s Home Page 

(http://www.ferc.gov) and in the Commission’s Public Reference Room during normal 

business hours (8:30 a.m. to 5:00 p.m. Eastern time) at 888 First Street, N.E., Room 2A, 

Washington DC 20426.

From the Commission’s Home Page on the Internet, this information is available

on eLibrary. 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.

User assistance is available for eLibrary and the Commission’s website during 

normal business hours from FERC Online Support at (202) 502-6652 (toll free at 1-866-

208-3676) or email at ferconlinesupport@ferc.gov, or the Public Reference Room at 
Docket No. RM18-15-000 - 36 -

(202) 502-8371, TTY (202) 502-8659. E-mail the Public Reference Room at 

public.referenceroom@ferc.gov.

VII. Effective Date and Congressional Notification

These regulations are effective [INSERT DATE 60 DAYS AFTER DATE 

OF PUBLICATION IN THE FEDERAL REGISTER]. The Commission has 

determined that this rule is not a “major rule” as defined in section 351 of the Small 

Business Regulatory Enforcement Fairness Act of 1996.

List of subjects in 18 CFR Part 45:

Electric utilities; Reporting and recordkeeping requirements

List of subjects in 18 CFR Part 46:

Antitrust; Electric utilities; Holding companies; Reporting and recordkeeping 

requirements 

By the Commission.

( S E A L )

Nathaniel J. Davis, Sr.,

Deputy Secretary.
Docket No. RM18-15-000 - 37 -

In consideration of the foregoing, the Commission amends Parts 45 and 46, Chapter I, 

Title 18, Code of Federal Regulations, as follows:

PART 45 – APPLICATION FOR AUTHORITY TO HOLD INTERLOCKING 

POSITIONS

1. The authority citation for part 45 continues to read as follows:

Authority: 16 U.S.C. 791a-825r, 2601-2645; 31 U.S.C. 9701; 42 U.S.C. 7101-

7352; 3 CFR 142.

2. Revise § 45.1 to read as follows

§ 45.1 Applicability; who must file.

* * * * *

(a) * * *

(3) Officer or director of a public utility and of any company supplying 

electrical equipment to such public utility.

* * * * *

(c) Temporary interlocking positions. Notwithstanding paragraphs (a) and (b) 

of this section, any person may temporarily hold an interlocking position described 

in § 45.2 of this chapter for no more than 90 days within a twelve-month period 

without applying for Commission authorization under § 45.8 and without 

complying with the requirements for authorization under § 45.9.

2. Add paragraph (d) to § 45.2 to read as follows:

§ 45.2 Positions requiring authorization.

* * * * *
Docket No. RM18-15-000 - 38 -

(d) A person that holds or proposes to hold an interlocking position as officer 

or director of a public utility and of a corporation described by subparagraph (2) of 

paragraph (b) shall not require authorization to hold such positions in the 

following circumstances-

(1) the person does not participate in any deliberations or decisions of 

the public utility regarding the selection of the bank, trust company, 

banking association, or firm to underwrite or participate in the marketing of 

securities of the public utility, if the person serves as an officer or director 

of a bank, trust company, banking association, or firm that is under 

consideration in the deliberation process;

(2) the bank, trust company, banking association, or firm of which the 

person is an officer or director does not engage in the underwriting of, or 

participate in the marketing of, securities of the public utility of which the 

person holds the position of officer or director;

(3) the public utility for which the person serves or proposes to serve as 

an officer or director selects underwriters by competitive procedures; or

(4) the issuance of securities of the public utility for which the person 

serves or proposes to serve as an officer or director has been approved by 

all Federal and State regulatory agencies having jurisdiction over the 

issuance.

3. Revise paragraph (a) of § 45.3 to read as follows:

§ 45.3 Timing of filing application.
Docket No. RM18-15-000 - 39 -

(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 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; the Commission will consider late-filed 

applications on a case-by-case basis. 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.

* * * * * 

4. Add paragraph (c) to § 45.4 to read as follows:

§ 45.4 Supplemental applications.

* * * * *

(c) Changes in interlocking positions within the scope of § 45.9. 

Notwithstanding paragraphs (a) and (b), in the case of interlocking positions that 

qualify for automatic authorization pursuant to § 45.9(a), a filing under this section 

will not be required if the only changes to be reported are holding different or 

additional interlocking positions that would qualify for automatic authorization 

pursuant to § 45.9(a).
Docket No. RM18-15-000 - 40 -

5. Revise paragraph (b) of § 45.5 to read as follows:

§ 45.5 Supplemental information.

* * * * * 

(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 60 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. In the case 

of interlocking positions that qualify for automatic authorization pursuant 

to § 45.9(a), a notice of change under this section will not be required if the 

only change to be reported is a resignation or withdrawal from fewer than 

all positions held between or among affiliated public utilities, a reelection 

or reappointment to a position that was previously authorized, or holding a 

different or additional interlocking position that would qualify for 

automatic authorization pursuant to § 45.9(a).

* * * * * 

6. Revise § 45.8(c)(1) to read as follows:

§ 45.8 Contents of application.

* * * * * 

(c) * * *
Docket No. RM18-15-000 - 41 -

(1) Name of utility, unless said utility does not have officers or 

directors.

* * * * *

7. Revise § 45.9 to read as follows:

§ 45.9 Automatic authorization of certain interlocking positions.

(a) * * * 

(1) Officer or director of one or more other public utilities if the same 

holding company or person owns, directly or indirectly, that percentage of 

each utility's stock (of whatever class or classes) which is required by each 

utility's by-laws to elect directors;

(2) * * *

(3) Officer or director of more than one public utility, if such 

officer or director is already authorized under this part to hold 

positions as officer or director of those or any other public utilities 

where the interlock involves affiliated public utilities.

(b) Conditions of authorization. As a condition of authorization, any 

person eligible to seek authorization 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:

(1) is already authorized to hold interlocking positions of the type 

governed by this section; 
Docket No. RM18-15-000 - 42 -

(2) is exempt from filing an informational report pursuant to § 45.4

of this chapter; or 

(3) will hold a temporary interlocking position pursuant to § 45.1(c)

of this chapter.

The Commission will consider failures to timely file the informational 

report on a case-by-case basis.

* * * * * 

PART 46 – PUBLIC UTILITY FILING REQUIREMENTS AND FILING 

REQUIREMENTS FOR PERSONS HOLDING INTERLOCKING POSITIONS

1. The authority citation for part 46 continues to read as follows:

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. 

2. Revise § 46.2 to read as follows:

§ 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. Such term does not include any rural electric cooperative which is 

regulated by the Rural Utilities Service of the Department of Agriculture or any 

other entities covered in section 201(f) of the Federal Power Act.

(b) Remove and reserve.

(c) Purchaser means any individual or corporation within the meaning of 

section 3 of the Federal Power Act who purchases electric energy from a public 
Docket No. RM18-15-000 - 43 -

utility. Such term does not include the United States or any agency or 

instrumentality of the United States or any rural electric cooperative which is 

regulated by the Rural Utilities Service of the Department of Agriculture.

(d) * * *

(e) Entity means any firm, company, or organization including any corporation, 

joint-stock 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. Such term does not include municipality as defined in 

section 3 of the Federal Power Act and does not include any Federal, State, or 

local government agencies or any rural electric cooperative which is regulated by 

the Rural Utilities Service of the Department of Agriculture.

* * * * *