127 FERC 61, 157 

UNITED STATES OF AMERICA 

FEDERAL ENERGY REGULATORY COMMISSION 

18 CFR Part 33 

[Docket No. RM07-21-002; Order No. 708-B] 

Blanket Authorization Under FPA Section 203 

(Issued May 21, 2009) 

AGENCY: Federal Energy Regulatory Commission. 

ACTION: Final Rule; Order on Reporting Requirements for Blanket Authorization 

Under FPA Section 203. 

SUMMARY: The Federal Energy Regulatory Commission (Commission) adopts 

reporting requirements under the expanded blanket authorization established in Order No. 

708-A, which amends section 33.1(c)(12) of the Commission’s regulations. 

EFFECTIVE DATE: These regulations are effective [insert date 60 days after 

publication in the FEDERAL REGISTER]. 

FOR FURTHER INFORMATION CONTACT: 

Noah Monick (Legal Information) 

Office of the General Counsel 

Federal Energy Regulatory Commission 

888 First Street, N.E. 

Washington, D.C. 20426 

(202) 502-8299 

Andrew Mosier (Technical Information) 

Office of Energy Market Regulation 

Federal Energy Regulatory Commission 
Docket No. RM07-21-002 ii 

888 First Street, N.E. 

Washington, D.C. 20426 

(202) 502-6274 

Ronald Lafferty (Technical Information) 

Office of Energy Market Regulation 

Federal Energy Regulatory Commission 

888 First Street, N.E. 

Washington, D.C. 20426 

(202) 502-8026 

SUPPLEMENTARY INFORMATION: 
127 FERC ¶ 61,157 

UNITED STATES OF AMERICA 

FEDERAL ENERGY REGULATORY COMMISSION 

Before Commissioners: Jon Wellinghoff, Chairman; 

 Suedeen G. Kelly, Marc Spitzer, 

 and Philip D. Moeller. 

Blanket Authorization Under FPA Section 203 Docket No. RM07-21-002 

ORDER ON REPORTING REQUIREMENTS FOR BLANKET 

AUTHORIZATION UNDER FPA SECTION 203 

ORDER NO. 708-B 

(Issued May 21, 2009) 

1. In this order, the Federal Energy Regulatory Commission (Commission) adopts 

reporting requirements that apply to the expanded blanket authorization under § 

33.1(c)(12) of the Commission’s regulations,1

 adopted in Order No. 708-A.2

I. Background

2. In Order No. 708, the Commission amended its regulations under section 203 of 

the Federal Power Act (FPA) to provide for five additional blanket authorizations under 

FPA section 203(a)(1).3

 The Commission found that the blanket authorizations would 

 1

 18 CFR 33.1(c)(12) (2008). 

2 Blanket Authorization Under FPA Section 203, Order No. 708, 73 FR 11003 

(Feb. 29, 2008), FERC Stats. & Regs. ¶ 31,265 (2008), order on reh’g, Order No. 708-A, 

73 FR 43066 (July 24, 2008), FERC Stats. & Regs. ¶ 31,273 (2008). 

3

 16 U.S.C. 824b(a)(1) (2006).
Docket No. RM07-21-002 - 2 - 

 

facilitate investment in the electric utility industry and, at the same time, ensure that 

public utility customers are adequately protected from any adverse effects of such 

transactions. One of the additional blanket authorizations provided that a public utility 

could transfer its outstanding voting securities to any holding company granted blanket 

authorizations in paragraph (c)(2)(ii) of § 33.1 of the Commission’s regulations, if after 

the transfer, the holding company and any of its associate or affiliate companies in 

aggregate would own less than 10 percent of the outstanding voting interests of such 

public utility. In adopting § 33.1(c)(12) of the Commission’s regulations, the 

Commission rejected requests to extend the blanket authorization to “any person,” on the 

grounds that without increased reporting requirements, any such extension would best be 

made on a case-by-case basis.4

 The Commission also rejected requests to expand the 

reporting requirements applicable to the Commission’s blanket authorizations under 

§ 33.1 of the Commission’s regulations. 

3. In Order No. 708-A, the Commission granted, in part, and denied, in part, the 

requests for rehearing of Order No. 708. Among other things, the Commission expanded 

the blanket authorization under § 33.1(c)(12) of the Commission’s regulations to 

authorize a public utility to transfer its outstanding voting securities to “any person” other 

than a holding company if, after the transfer, such person and any of its associate or 

affiliate companies will own less than 10 percent of the outstanding voting interests of 

4

 Order No. 708, FERC Stats. & Regs. ¶ 31,265 at P 20. 
Docket No. RM07-21-002 - 3 - 

 

such public utility. The Commission stated that it would also adopt a reporting 

requirement for entities transacting under that blanket authorization. In order to properly 

tailor the additional reporting requirement, the Commission also stated that it would issue 

a request for supplemental comments on the narrow issue of the scope and form of the 

reporting requirements under the expanded blanket authorizations under § 33.1(c)(12) of 

the Commission’s regulations. 

4. In its request for rehearing, the Financial Institutions Energy Group5

 (Financial 

Group) proposed several conditions for the reporting requirement. Financial Group 

proposed that within a specified time following consummation of the transaction, the 

following information be reported: (1) names of all parties to the transaction; (2) 

identification of both the pre-transaction and post-transaction voting security holdings 

(and the percentage ownership) in the public utility held by the acquirer and its associates 

or affiliate companies; (3) the date the transaction was consummated; (4) identification of 

any public utility or holding company affiliates of the parties to the transaction; and (5) 

5

 Financial Group consisted at the time of its comments on September 22, 2008 of 

the following members: Bank of America, N.A., Barclays Bank PLC, CitiGroup Energy 

Inc., Credit Suisse Energy LLC (a subsidiary of Credit Suisse), Deutsche Bank AG, J. 

Aron & Co. (a subsidiary of The Goldman Sachs Group), JPMorgan Chase & Co., 

Lehman Brothers Commodity Services Inc. (a subsidiary of Lehman Brothers Holding 

Inc.), Merrill Lynch Commodities, Inc., Morgan Stanley Capital Group Inc., Société 

Générale, and UBS Energy LLC (a subsidiary of UBS AG). 
Docket No. RM07-21-002 - 4 - 

the same type of statement currently required under § 33.2(j)(1) of the Commission’s 

regulations,6

 which describes Exhibit M to an FPA section 203 filing. 

5. On July 17, 2008, the Commission issued an order seeking supplemental 

comments on the narrow issue of the scope and form of the reporting requirements under 

the expanded blanket authorization. The Commission sought comment on whether 

Financial Group’s proposed reporting requirement should be adopted, as proposed or 

modified. The Commission requested that commenters who disagreed with the proposed 

reporting requirement should explain why and propose alternative reporting 

requirements. The Commission also sought comment as to whether reports should be 

filed with the Commission on a quarterly basis or on some other basis. 

II. Comments

6. The Commission received one comment on the proposed reporting requirements, 

from Financial Group. Financial Group states that the Commission should adopt the 

reporting requirements it proposed earlier. Financial Group argues that for transactions 

involving non-holding companies, these requirements would give the Commission at 

least as much comfort (if not greater comfort) with respect to possible changes in control 

as the preexisting reporting requirements applicable to holding companies. The 

information required in the reports, Financial Group argues, will allow the Commission 

 6

 18 CFR 33.2(j)(1). 
Docket No. RM07-21-002 - 5 - 

to determine whether there is a change in control – the purpose for monitoring these types 

of transactions. 

7. With respect to the proposed requirement to include information regarding crosssubsidization, Financial Group states that it does not believe that this condition is 

necessary, but it does not object to the inclusion of this condition if the Commission 

deems it necessary. Financial Group notes that the transactions at issue presumptively do 

not convey an ability to exercise control, so there should be no concern about crosssubsidization for the Commission to consider. If the Commission does require a 

statement regarding cross-subsidization, Financial Group argues that this statement 

should not be required where neither party to the transaction has captive customers. 

8. Financial Group recommends that the Commission require the reporting 

information on transactions covered by the blanket authorization in § 33(c)(12) of the 

Commission’s regulations to be provided within 30 days after the end of the calendar 

quarter in which the transactions occurred. This timeline would allow companies who 

have made multiple transactions to make a combined filing that would cover each of their 

transactions in the prior quarter. Such a filing would be more efficient both for the filing 

party and for the Commission’s review. Financial Group requests that the Commission 

affirm that the reporting requirement is not intended to be ongoing; once a transaction has 

been reported there are no further reporting requirements with respect to that transaction. 
Docket No. RM07-21-002 - 6 - 

9. Accordingly, Financial Group suggests that a new § 33(c)(17) be added with 

respect to the reporting requirement for transactions under the blanket authorization, to 

state as follows: 

A public utility granted blanket authorization under section 

33.1(c)(12)(ii) to transfer its outstanding voting securities, 

and the acquirer of such voting securities, shall within 

30 days after the end of the calendar quarter in which such 

transfer has occurred, file with the Commission a report 

containing the following information: 

(i) the names of all parties to the transaction; 

(ii) identification of the pre- and post-transaction 

voting security holdings (and percentage ownership) in 

the public utility held by the acquirer and its associate 

or affiliate companies; 

(iii) the date the transaction was consummated; and 

(iv) identification of any public utility or holding 

company affiliates of the parties to the transaction. 

III. Discussion

10. As the Commission stated in Order No. 708-A, the expansion of the blanket 

authorization under 18 CFR 33.1(c)(12) to include “any person” requires additional 

reporting so that the Commission and the public may monitor the purchase and sale of 

securities under the blanket authorization. We find that the reporting requirements 

proposed by Financial Group provide adequate disclosure of trades made under the 

blanket authorization, and we adopt them here. The information required in these reports 

will allow the Commission to review the purchases of both holding and non-holding 
Docket No. RM07-21-002 - 7 - 

 

companies to determine whether any further action is required under Commission 

regulations. 

11. With respect to the proposed disclosure requirement involving crosssubsidization,7

 we find that such a statement would be useful for the Commission in 

reviewing trades. Accordingly, we will require the disclosure report to include a 

statement either indicating that neither party to the transaction has any captive customers, 

or providing the information required in § 33.2(j)(1) of the Commission’s regulations.8

 

12. Specifically, we will require that public utilities engaging in transactions under the 

blanket authorization under 18 CFR 33.1(c)(12) submit a report to the Commission 

within 30 days of the end of the calendar quarter in which the transactions occurred. At 

this time, we will not require continuing reporting requirements with respect to the 

blanket authorization for a transaction once that transaction has been reported. The 

following information, which will be codified under § 33.1(c)(17) of the Commission’s 

regulations, must be included in the report: 

• names of all parties to the transaction; 

• identification of both the pre-transaction and posttransaction voting security holdings (and the 

percentage ownership) in the public utility held by the 

acquirer and its associate or affiliate companies; 

7

 Financial Group proposed that parties include in their disclosure the same type of 

statement currently required under § 33.2(j)(1), which describes Exhibit M to an FPA 

section 203 filing. 

8

 18 CFR § 33.2(j)(1). 
Docket No. RM07-21-002 - 8 - 

• the date the transaction was consummated; 

• identification of any public utility or holding company 

affiliates of the parties to the transaction; 

• a statement on cross-subsidization of the same type as 

currently required under § 33.2(j)(1) of the 

Commission’s regulations,9

 which describes Exhibit M 

to an FPA section 203 filing. 

13. The required reports for this fiscal year should be filed electronically under Docket 

HC09-8-000. 

IV. Information Collection Statement

14. The Office of Management and Budget (OMB) regulations require that OMB 

approve certain reporting and record keeping (information collections) requirements 

imposed by agency rules.10 Therefore, the Commission is submitting the information 

collection to OMB for review and approval in accordance with section 3507(d) of the 

Paperwork Reduction Act of 1995.11 

Burden Estimate: The public reporting burden for the reporting requirements and the 

records retention requirement is as follows. 

Data Collection 

FERC-519 

Number of 

Respondents 

Number of 

Responses 

Hours Per 

Response 

Total 

 9

 18 CFR 33.2(j)(1). 

10 5 CFR 1320.12. 

11 44 U.S.C. 3507(d). 
Docket No. RM07-21-002 - 9 - 

Reporting 20 1 1 20 

Totals 20 1 1 20 

Information Collection Costs: The Commission has projected the average annualized 

cost of all respondents to be the following: 20 hours (reporting) @ $66 per hour = $1,320 

for respondents. No capital costs are estimated to be incurred by respondents. 

Title: FERC-519(b), “Blanket Authorization Transaction Report under Section 203 

FPA” 

Action: New Collection 

OMB Control No: To Be Determined 

The applicant will not be penalized for failure to respond to this information collection 

unless the information collection displays a valid OMB control number or the 

Commission has provided justification as to why the control number should not be 

displayed. 

Respondents: Businesses or other for profit. 

Frequency of Responses: On Occasion

Necessity of the Information: This order codifies a limited reporting requirement for 

entities taking advantage of a blanket authorization under FPA section 203(a)(1), which 

in turn provides for a category of jurisdictional transactions under section 203(a)(1) for 

which the Commission would not require applications seeking before-the-fact approval. 

The information will enable the Commission and the public to monitor transactions that 
Docket No. RM07-21-002 - 10 - 

occur under the 18 CFR 33.1(c)(12) blanket authorization, as extended in Order 

No. 708-A. 

Internal Review: The Commission has conducted an internal review of the public 

reporting burden associated with the collection of information and assured itself, by 

means of internal review, that there is specific, objective support for its information 

burden estimate. 

15. Interested persons may obtain information on the reporting requirements by 

contacting: Federal Energy Regulatory Commission, 888 First Street, N.E., Washington, 

D.C., 20426 [Attention: Michael Miller, Office of the Executive Director, Phone 

(202) 502-8415, fax (202) 273-0873, e-mail: michael.miller@ferc.gov]. 

V. Environmental Analysis

16. Commission regulations require that an environmental assessment or an 

environmental impact statement be prepared for any Commission action that may have a 

significant adverse effect on the human environment.12 No environmental consideration 

is necessary for Commission action that involves information gathering, analysis, and 

dissemination.13 Consequently, neither an environmental impact statement nor an 

environmental assessment is required. 

 12 Regulations Implementing National Environmental Policy Act, Order No. 486, 

52 FR 47897 (Dec. 17, 1987), FERC Stats. & Regs. ¶ 30,783 (1987). 

13 18 CFR 380.4(a)(5). 
Docket No. RM07-21-002 - 11 - 

VI. Regulatory Flexibility Act

17. The Regulatory Flexibility Act of 1980 (RFA)14 generally requires either a 

description and analysis of a rule that will have a significant economic impact on a 

substantial number of small entities or a certification that the rule will not have a 

significant economic impact on a substantial number of small entities. Most utilities to 

which this reporting requirement applies would not fall within the RFA’s definition of 

small entity.15 Consequently, the Commission certifies that this reporting requirement 

will not have a significant economic impact on a substantial number of small entities. 

VII. Document Availability

18. In addition to publishing the full text of this document in the Federal Register, the 

Commission provides all interested persons an opportunity to view and/or print the 

contents of this document via the Internet through FERC's Home Page 

(http://www.ferc.gov) and in FERC'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 D.C. 20426. 

 14 5 U.S.C. 601-12. 

15 5 U.S.C. 601(3), citing to section 3 of the Small Business Act, 15 U.S.C. 632. 

Section 3 of the Small Business Act defines a “small business concern” as a business that 

is independently owned and operated and that is not dominant in its field of operation. 

The Small Business Size Standards component of the North American Industry 

Classification System (NAICS) defines a small electric utility as one that, including its 

affiliates, is primarily engaged in the generation, transmission, and/or distribution of 

electric energy for sale and whose total electric output for the preceding fiscal year did 

not exceed four million MWh. 13 CFR 121.201. 
Docket No. RM07-21-002 - 12 - 

19. From FERC'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. 

20. User assistance is available for eLibrary and the FERC’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 (202) 502-

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

public.referenceroom@ferc.gov. 

VIII. Effective Date and Congressional Notification

21. These regulations are effective [insert date 60 days after publication in the 

FEDERAL REGISTER]. The Commission has determined, with the concurrence of the 

administrator of the Office of Information and Regulatory Affairs of OMB, that this rule 

is not a “major rule” as defined in section 351 of the Small Business Regulatory 

Enforcement Fairness Act of 1996. The Commission will submit this rule to both houses 

of Congress and the Government Accountability Office. 
Docket No. RM07-21-002 - 13 - 

List of subjects in 18 CFR Part 33 

 Electric utilities, Reporting and recordkeeping requirements 

By the Commission. 

( S E A L ) 

Kimberly D. Bose, 

Secretary. 

 
Docket No. RM07-21-002 - 14 - 

 In consideration of the foregoing, the Commission amends part 33, Chapter I, Title 

18 of the Code of Federal Regulations, as follows: 

PART 33 – APPLICATIONS UNDER FEDERAL POWER ACT SECTION 203 

1. The authority citation for part 33 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; Pub. L. 209-58, 119 Stat. 594. 

2. In § 33.1, paragraph (c)(12) is revised and paragraph (c)(17) is added to read as 

follows: 

§ 33.1 Applicability, definitions, and blanket authorizations. 

* * * * * 

 (c) * * *. 

 (12) A public utility is granted a blanket authorization under section 203(a)(1) of 

the Federal Power Act to transfer its outstanding voting securities to: 

(i) Any holding company granted blanket authorizations in paragraph (c)(2)(ii) 

of this section if, after the transfer, the holding company and any of its associate or 

affiliate companies in aggregate will own less than 10 percent of the outstanding voting 

interests of such public utility; or 

 (ii) Any person other than a holding company if, after the transfer, such person 

and any of its associate or affiliate companies in aggregate will own less than 10 percent 

of the outstanding voting interests of such public utility, and within 30 days after the end 

of the calendar quarter in which such transfer has occurred the public utility notifies the 
Docket No. RM07-21-002 - 15 - 

Commission in accordance with paragraph (c)(17) of this section. 

* * * * * 

 (17) A public utility granted blanket authorization under paragraph (c)(12)(ii) of 

this section to transfer its outstanding voting securities shall, within 30 days after the end 

of the calendar quarter in which such transfer has occurred, file with the Commission a 

report containing the following information: 

(a) The names of all parties to the transaction; 

(b) Identification of the pre- and post-transaction voting security holdings (and 

percentage ownership) in the public utility held by the acquirer and its associate or 

affilate companies; 

(c) The date the transaction was consummated; 

(d) Identification of any public utility or holding company affiliates of the 

parties to the transaction; and 

(e) A statement indicating that the proposed transaction will not result in, at the 

time of the transaction or in the future, cross-subsidization of a non-utility associate 

company or pledge or encumbrance of utility assets for the benefit of an associate 

company as required in § 33.2(j)(1).