which will reflect the amount of capacity that the Seller is
attributing to itself and its affiliates.
---------------------------------------------------------------------------

5. Vertical Assets
a. Commission Proposal
    108. The Commission proposed to eliminate the requirement that
Sellers provide specific details about their transmission facilities in
their asset appendices. Instead, the Commission proposed that Sellers
only report in the relational database whether they have transmission
facilities covered by a tariff in a particular balancing authority area
and region. With respect to the natural gas pipeline information, the
Commission proposed to revise the requirements so that a Seller will
only be required to indicate for purposes of the relational database
whether it owns natural gas pipeline and storage facilities, and if so,
to identify in which balancing authority area and region those assets
are located.
b. Comments
    109. We did not receive any comments opposing this requirement.
However, EEI argues that the Commission should determine that the
reporting of affiliates, ownership, and Vertical Assets by XML
eliminates the need for narratives on these subjects in market-based
rate filings.\159\ EEI argues that textual descriptions and lists of
assets and affiliates should no longer be required and, if the final
rule requires the same information in narrative and in XML, it violates
OMB prohibitions and the Paper Reduction Act.\160\ Conversely, TAPS
argues that the Commission should maintain an ongoing narrative
reporting of sufficient information concerning certain aspects of the
market-based rate corporate family to monitor and ensure that the
relational database is working and that the Commission possesses the
necessary

information to perform its required market-based rate oversight.\161\
---------------------------------------------------------------------------

    \159\ EEI at 22.
    \160\ Id.
    \161\ TAPS at 9-11.
---------------------------------------------------------------------------

c. Commission Determination
    110. We adopt the proposal to eliminate the requirement that
Sellers provide specific details about their transmission facilities
and only require Sellers to submit into the relational database
information as to whether they have transmission facilities covered by
a tariff in a particular balancing authority area.\162\ Additionally,
we adopt the proposal that for purposes of the database, a Seller only
needs to indicate, if applicable, that it owns natural gas pipeline
and/or storage facilities and identify in which balancing authority
area those assets are located.
---------------------------------------------------------------------------

    \162\ In line with our determination on the reporting of
generation assets, Sellers will not need to report the region their
transmission, or other vertical assets are located. Providing the
market/balancing authority area will be sufficient for the
Commission to identify the region in which the assets are located.
---------------------------------------------------------------------------

    111. Further, we will maintain the requirement that Sellers provide
a narrative on their vertical assets, affiliates, and ownership in
their market-based rate filings.\163\ Thus, we are not proposing to
revise the vertical market power requirements in Sec. Sec.  35.37(d)
and (e). As TAPS notes, requiring a description of ultimate upstream
affiliates and affiliates relevant to the horizontal and vertical
market power analyses as a supplement to the information in the
relational database will ensure that the database includes the
information necessary for market-based rate authorization purposes and
for ensuring that the new relational database functions properly.\164\
---------------------------------------------------------------------------

    \163\ The need for narratives in regard to ownership is
addressed below in the Ownership Information section.
    \164\ TAPS at 11.
---------------------------------------------------------------------------

B. Ownership Information

1. Commission Proposal
    112. In Order No. 697-A, the Commission stated that Sellers seeking
to obtain or retain market-based rate authority must identify all
upstream owners and describe the business activity of its owners and
whether they are involved in the energy industry.\165\ In carrying
forward and superseding the proposals in the Ownership NOPR,\166\ the
Commission proposed in this NOPR proceeding to reduce and clarify the
scope of this requirement such that Sellers would only need to provide
for market-based rate purposes information on a subset of upstream
affiliates (i.e., entities that fall within the definition of affiliate
found in 18 CFR 35.36(a)(9)(i)).\167\ This subset would include
upstream affiliates that either: (1) Are an ``ultimate upstream
affiliate,'' defined as the furthest upstream affiliate in the
ownership/control chain; or (2) have a franchised service area or
market-based rate authority, or directly own or control generation;
transmission; intrastate natural gas transportation, storage or
distribution facilities; physical coal supply sources or ownership of
or control over who may access transportation of coal supplies.\168\
---------------------------------------------------------------------------

    \165\ Order No. 697-A provides: ``A seller seeking market-based
rate authority must provide information regarding its affiliates and
its corporate structure or upstream ownership. To the extent that a
seller's owners are themselves owned by others, the seller seeking
to obtain or retain market-based rate authority must identify those
upstream owners. Sellers must trace upstream ownership until all
upstream owners are identified. Sellers must also identify all
affiliates. Finally, an entity seeking market-based rate authority
must describe the business activities of its owners, stating whether
they are in any way involved in the energy industry.'' Order No.
697-A, 123 FERC ] 61,055 at n.258.
    \166\ Ownership NOPR, 153 FERC ] 61,309. See also n.1.
    \167\ As noted above, we use the term ``upstream affiliate'' and
``ultimate upstream affiliate'' in place of ``affiliate owner'' and
``ultimate affiliate owner'' when referencing the NOPR proposal and
comments.
    \168\ See NOPR, 156 FERC ] 61,045 at P 25.
---------------------------------------------------------------------------

    113. The Commission proposed that the first time an entity is
identified as an ultimate upstream affiliate by a Seller in an XML
submission, the relational database would create a unique identifier
for that entity, assuming that the entity did not already have an LEI.
A list of all of these entities and their associated unique
identifiers, along with limited identifying information (e.g., business
address) would be published on the Commission's website. Once a unique
identifier is assigned to an entity, all Sellers would be responsible
for using this unique identifier when identifying their upstream
affiliates in future XML submissions.
    114. The Commission explained that the upstream affiliate
information in the relational database could be used to generate an
organizational chart for use by the Commission.\169\ Thus, the
Commission also proposed to amend Sec.  35.37(a)(2) to remove the
requirement for Sellers to submit corporate organizational charts
adopted in Order No. 816.\170\
---------------------------------------------------------------------------

    \169\ The ultimate upstream affiliate information is also used
to auto-generate a Seller's asset appendix, as discussed in the
Asset Appendix section above.
    \170\ The organizational chart requirement was suspended in
Order No. 816-A ``until the Commission issues an order at a later
date addressing this requirement.'' Order No. 816-A, 155 FERC ]
61,188 at P 47.
---------------------------------------------------------------------------

2. Comments
    115. Independent Generation, and ELCON and AFPA support the
Commission's proposal to limit the scope of ownership information
required for market-based rate purposes. Independent Generation notes
that it is burdensome for the industry to provide information on
intermediate holding companies and unaffiliated owners when such
information does not affect the Commission's determination of whether a
Seller qualifies for market-based rate authority.\171\ ELCON and AFPA
agree that there is no realistic way to strictly implement Order No.
697-A, which on its face would require disclosure of individual
shareholders.\172\
---------------------------------------------------------------------------

    \171\ Independent Generation at 12; see also ELCON and AFPA at
9.
    \172\ ELCON and AFPA at 9.
---------------------------------------------------------------------------

    116. NextEra requests clarification of the proposed requirement
that Sellers identify all upstream affiliates with market-based rate
authority and other upstream affiliates that directly own or control
generation. NextEra suggests that the Commission require Sellers to
identify all affiliates relevant to the specific market power analysis
but allow Sellers to identify other upstream affiliates by reference to
the relational database.\173\
---------------------------------------------------------------------------

    \173\ NextEra at 13-14.
---------------------------------------------------------------------------

    117. In light of the Commission's proposal to require the reporting
of affiliates and ownership information through the relational
database, EEI and SoCal Edison request that the Commission eliminate
the need for narratives on these subjects in new market-based rate
applications, triennial filings, and change-in-status filings.\174\ EEI
adds that if the same narratives are required in addition to the
information submitted in XML format into the relational database, the
proposal would violate the requirements of the Paperwork Reduction Act
and OMB's prohibitions against duplicative collection of data.\175\
---------------------------------------------------------------------------

    \174\ EEI at 22; SoCal Edison at 1.
    \175\ EEI at 22.
---------------------------------------------------------------------------

    118. TAPS requests that the Commission require that Sellers provide
information identifying and describing all upstream affiliates,
including intermediate upstream affiliates, which it describes as the
``trunk'' of the corporate family tree. TAPS is concerned that if the
relational database does not work as planned, ``the Commission will be
left with pieces of trees and no backup information as to

whether and how they fit together.'' \176\ TAPS is also concerned that
the relational database is vulnerable to the reporting errors of a few
entities causing ripple effects that undermine its accuracy.\177\ For
example, TAPS describes a hypothetical where an ultimate upstream
affiliate of several Sellers is a hedge fund that owns 10.1 percent of
their common parent holding company. If the hedge fund sells off 0.2
percent of the parent holding company, it would fall below the 10
percent threshold under the definition of ``affiliate'' and would no
longer be the ultimate upstream affiliate of the commonly owned
Sellers. TAPS submits that not all of the affiliates Sellers may notice
and report this subtle change in ownership, and, as a result, the
relational database would no longer recognize the relationship between
the affiliated Sellers who properly updated their ultimate upstream
owner status and those that did not.\178\
---------------------------------------------------------------------------

    \176\ TAPS at 9.
    \177\ Id. at 19.
    \178\ Id. at 20.
---------------------------------------------------------------------------

    119. Most commenters support the Commission's proposal to eliminate
the organizational chart requirement, claiming that the proposal will
reduce burden on Sellers.\179\ However, TAPS requests that Sellers be
required to submit an organizational chart but propose that the chart
``would include only upstream affiliate owners and those affiliates
required to be included in [sic] market power analysis--not all of the
entities required in the organizational chart the Commission adopted in
Order No. 816.'' \180\
---------------------------------------------------------------------------

    \179\ AVANGRID at 7; Independent Generation at 15.
    \180\ TAPS at 10.
---------------------------------------------------------------------------

    120. Regarding the proposal to assign unique identifiers to a
Seller's upstream affiliates and publish this information on the
Commission's website, Designated Companies state that if the
relationship of a Seller with an upstream affiliate is privileged, it
is appropriate that the identity of the upstream affiliate also remain
non-public.\181\
---------------------------------------------------------------------------

    \181\ Designated Companies at 5.
---------------------------------------------------------------------------

3. Commission Determination
    121. We will adopt the NOPR proposal to require that, as part of
its market-based rate application or baseline submission, a Seller must
identify through the relational database its ultimate upstream
affiliate(s).\182\ Because this is a characteristic the Commission will
rely upon in granting market-based rate authority, Sellers must also
inform the Commission when they have a new ultimate upstream affiliate
as part of their change in status reporting obligations, consistent
with the NOPR proposal, which we adopt and codify in Sec.
35.42(a)(1)(v). Any new ultimate upstream affiliate information must
also be submitted into the relational database on a monthly basis, as
discussed further in the Ongoing Reporting Requirements section of this
final rule.
---------------------------------------------------------------------------

    \182\ See revisions to Sec. Sec.  35.37(a)(1) and (a)(2) of the
Commission's regulations. Existing Sellers must submit their
ultimate upstream affiliate information into the relational database
as part of their baseline filings, as discussed in Initial
Submissions section.
---------------------------------------------------------------------------

    122. Beyond a Seller's ultimate upstream affiliate(s), the
Commission proposed to require Sellers to report a second category of
upstream affiliates, specifically, those upstream affiliates that: (a)
Have a franchised service area or market-based rate authority; or (b)
directly own or control generation; transmission; intrastate natural
gas transportation, storage or distribution facilities; physical coal
supply sources or ownership of or control over who may access
transportation of coal supplies.\183\ We will not require submission of
this second proposed category of ownership information because, as
noted by commenters, any such assets, and thus their respective owners/
controllers, are already captured in the Seller's narrative and asset
appendix as part of the demonstrations that a Seller must make to show
a lack of horizontal and vertical market power.
---------------------------------------------------------------------------

    \183\ NOPR, 156 FERC ] 61,045 at P 25.
---------------------------------------------------------------------------

    123. We have considered TAPS's request to require additional
upstream affiliate information, but find that this would impose an
unjustified burden on Sellers in light of the ability to use
information in the relational database to discover affiliates through
Sellers' reporting of a common ultimate upstream affiliate. We
recognize that this may present some risk of reporting errors in the
case described by TAPS of a subtle change in ownership percentage
resulting in new ultimate upstream affiliates that may not be
universally noticed and reported by all affiliated Sellers. However, we
believe that these errors can be identified and addressed when a Seller
views its auto-generated asset appendix.
    124. Additionally, we adopt the proposal to remove the requirement
for Sellers to submit corporate organizational charts adopted in Order
No. 816. Because each Seller is required to identify in the database
their ultimate upstream affiliate(s), the Commission will be able to
create an organizational chart for each Seller that identifies both its
ultimate upstream affiliates and its affiliates with market-based rate
authority. Therefore, we reject TAPS's request that the Commission
maintain a requirement that Sellers provide a chart of all upstream
affiliate owners in their narrative. The organizational chart that the
Commission will be able to create using information in the database is
sufficient to allow the Commission to understand the connection between
affiliates, as well as the relevant assets for a Seller's market power
analysis. The regulatory changes proposed in the NOPR and adopted
herein remove references to the organizational chart requirement in 18
CFR 35.37(a)(2) and 35.42(c).
    125. We disagree with EEI and SoCal Edison that the submission of
ownership information in the relational database obviates the need for
such information in a Seller's market-based rate narrative and that
continuing to require it violates the Paperwork Reduction Act and OMB's
prohibitions against duplicative collection of data. The NOPR proposals
contained minimal overlap of the information submitted in the narrative
and into the database, and our determinations in this final rule
further reduce this overlap by requiring less ownership information in
the database.
    126. However, as revised in this final rule, the only ownership
information that Sellers will provide to the relational database is the
Seller's ultimate upstream affiliate(s), information that is necessary
to generate the asset appendix, which, together with the indicative
screens, constitutes a portion of the Seller's horizontal market power
analysis.\184\ A complete horizontal market power demonstration should
also identify the Seller's ultimate upstream affiliate(s), which will
not be evident from the asset appendix that is produced as part of the
record in the market-based rate proceeding. Accordingly, we will
continue to require a narrative description of a Seller's ownership
structure, which identifies all ultimate upstream affiliates whenever
the Seller submits a market power analysis, as set forth in revisions
to Sec.  35.37(a)(2). This information will be readily evident to the
Seller and will not present an increase in burden.
---------------------------------------------------------------------------

    \184\ Portions of the asset appendix are also part of the
Seller's vertical market power analysis.
---------------------------------------------------------------------------

    127. Further, although some ownership and affiliate information
will be discoverable from the relational database and placed into the
Seller's asset appendix, which will become part of the record in the
market-based rate proceeding, it does not specifically identify all
affiliates relevant to the

market power analysis.\185\ Therefore, any ownership or affiliate
relationship information that has a bearing on a Seller's horizontal
and vertical market power analyses--and that is not otherwise captured
in the asset appendix--must be identified and described separately in
the Seller's narrative. In addition, we remind Sellers of their
obligation under Sec.  35.37(e) to describe certain affiliates as part
of their vertical market power demonstration.
---------------------------------------------------------------------------

    \185\ For example, many times a Seller's ultimate upstream
affiliate may not itself own any assets and therefore will not
appear in the asset appendix. Nevertheless, the identity of the
ultimate upstream affiliate is relevant to the seller's horizontal
market power analysis. In addition, a Seller's description of its
ownership or control of inputs to electric power production, as
required to demonstrate a lack of vertical market power under 18 CFR
35.37(e), is not captured in the asset appendix.
---------------------------------------------------------------------------

    128. We do not adopt the proposal that the first time that an
entity is identified as an ultimate upstream affiliate by a Seller in
an XML submission, the relational database would create a unique
identifier for that entity. Sellers will identify their ultimate
upstream affiliates by reporting their CIDs, LEIs, or FERC generated
IDs, which must be discovered and/or obtained prior to making an XML
submission. Reporting the identifiers in this manner will simplify the
management of these identifiers and reduce duplication. Finally, we
adopt the proposal to make available a list of unique identifiers for
Sellers' ultimate upstream affiliate(s). As to TAPS's concern regarding
a situation where one affiliate's failure to update ownership
information could cause affiliate relationships to be lost, as
discussed in the Asset Appendix section, Sellers will have the ability
to note errors in their narratives and XML submissions. In addition, we
encourage Sellers to contact their affiliates if they believe that an
affiliate has not provided accurate, up-to-date information in its own
submissions to the relational database.
    129. We disagree with Designated Companies that the relationship
between the Seller and its ultimate upstream affiliate qualifies for
privileged treatment. As the Commission noted in Ambit, ``the
Commission must know the identity of a [S]eller's upstream owners in
order to examine the [S]eller's ability to exercise market power in
coordinated interaction with other [S]ellers'' \186\ and the ``public
interest in transparent decision making and encouraging public
participation exceeds [a Seller's] request to shield the identity of
its owners.\187\
---------------------------------------------------------------------------

    \186\ Ambit Northeast, LLC, 167 FERC ] 61,237, at P 28 (2019).
    \187\ Id. at P 30.
---------------------------------------------------------------------------

C. Passive Owners

1. Commission Proposal
    130. With respect to any owners that a Seller represents to be
passive, the Commission proposed that the Seller affirm in its market-
based rate ownership narrative that its passive owner(s) own a separate
class of non-voting securities, have limited consent rights, do not
exercise day-to-day control over the company, and cannot remove the
manager without cause.\188\
---------------------------------------------------------------------------

    \188\ NOPR, 156 FERC ] 61,045 at P 26.
---------------------------------------------------------------------------

2. Comments
    131. APPA and TAPS object to the passive ownership proposal to the
extent it eliminates the requirement that Sellers make a demonstration
of passivity.\189\ APPA and TAPS argue that Commission precedent
requires a Seller to provide evidence of passivity beyond an
affirmation or representation and that the Commission has not provided
any reason for departing from this prior precedent.\190\ In contrast,
Independent Generation interprets and supports this part of the NOPR as
proposing a more streamlined approach to reporting passive investors
that avoids the need to file extensive documentation of passive
investors' limited voting rights.\191\ However, Independent Generation
seeks confirmation that a Seller may rely on an affirmation made in
good faith after due inquiry as long as the representations remain true
to the best of the Seller's knowledge.\192\
---------------------------------------------------------------------------

    \189\ APPA at 11-12; TAPS at 23-25.
    \190\ APPA at 11-12; TAPS at 23-25.
    \191\ Independent Generation at 13.
    \192\ Id.
---------------------------------------------------------------------------

    132. Starwood objects to the requirement that a Seller must
identify its passive owners and affirm, among other things, that the
passive owners cannot remove the manager without cause.\193\ Starwood
argues that the Commission has recognized that passive investors are
not ``affiliates'' of a Seller for Commission-jurisdictional purposes
because passive interests with limited investor consent or veto rights
to protect an investment are not considered voting securities within
the definition of ``affiliate'' under the Commission's regulations.
Further, Starwood points out that the Commission confirmed in a
declaratory order that certain of Starwood's investors that the
Commission deemed to be passive would not need to be identified in any
future section 205 market-based rate application, updated market power
analysis, or notice of change in status.\194\ Thus, Starwood argues
that the requirement to identify passive owners in market-based rate
data is directly at odds with the Starwood Declaratory Order.
---------------------------------------------------------------------------

    \193\ Starwood at 7-8. See also PTI at 4 (claiming that the NOPR
breaks with Commission practice to not require entities to disclose
details of all passive investments and contradicts the NOPR
objective to avoid collecting unnecessary information on
unaffiliated owners).
    \194\ Starwood at 7 (citing Starwood Energy Group Global,
L.L.C., 153 FERC ] 61,332, at P 21 (2015) (Starwood Declaratory
Order)).
---------------------------------------------------------------------------

    133. Starwood adds that the requirement that a Seller confirm that
its passive owners cannot remove the manager without cause is also
contrary to the Starwood Declaratory Order. Starwood argues that the
Commission expressly confirmed in that order that certain of its
investors' interests remained passive despite their ability to remove
the manager with or without cause and would thus not have to be
reported in filings under sections 203 and 205 of the FPA.\195\
Starwood acknowledges that the Commission also determined that these
investors would lose their passive status if they exercised their right
to remove the manager, in which case they would have to be reported
under sections 203 and 205 of the FPA. Starwood states that its
investment decisions were informed by the Starwood Declaratory Order
and that any requirement that contradicts the findings in that order
would be inequitable.\196\ Working Group also questions the NOPR
proposal that Sellers must confirm that an owner that the Sellers
represent to be passive cannot remove key management without cause,
stating that the Commission has failed to provide any explanation or
rationale supporting this requirement.\197\
---------------------------------------------------------------------------

    \195\ Id. at 8-9 (citing Starwood Declaratory Order, 153 FERC ]
61,332 at P 19).
    \196\ Id. at 10.
    \197\ Working Group at 20-21.
---------------------------------------------------------------------------

    134. Other commenters request clarification of the Commission's
existing policy on what constitutes a passive owner and when changes in
passive ownership trigger a change in status update.\198\ For example,
Independent Generation asks whether owners that do not own a separate
class of securities but meet all the other criteria (i.e., they have
limited consent rights, do not exercise day to day control over the
company, and cannot remove the manager without cause) satisfy the
Commission's criteria for passive owners and qualify for the proposed
streamlined reporting

approach.\199\ EDF seeks a similar clarification with respect to joint
venture arrangements, which can include only one class of
securities.\200\ EDF also requests that the Commission confirm that a
notice of change in status need not be submitted when passive interests
arise in the Seller.\201\
---------------------------------------------------------------------------

    \198\ See, e.g., EDF at 5-8; Independent Generation at 13.
    \199\ Independent Generation at 13.
    \200\ EDF at 8.
    \201\ Id. at 6-7.
---------------------------------------------------------------------------

    135. Financial Marketers Coalition seeks clarification on how
passive information will be treated and to what extent the information
will be publicly available, whether it will be through the relational
database or the Commission's proposed website interface.\202\
---------------------------------------------------------------------------

    \202\ Financial Marketers Coalition at 16.
---------------------------------------------------------------------------

    136. EDF observes that some enterprises have subsidiary companies
that hold tax equity, passive ownership interests in unaffiliated
Sellers. EDF also states that these same enterprises may also have
subsidiaries that have market-based rate authority. EDF seeks
confirmation that there will be no ``bleed over'' or connection of such
interests established in the relational database.\203\
---------------------------------------------------------------------------

    \203\ EDF at 7.
---------------------------------------------------------------------------

3. Commission Determination
    137. We will adopt the proposal to require Sellers to make an
affirmation, in lieu of a demonstration, in their market-based rate
narratives concerning their passive ownership interests. Such a
demonstration is unnecessary given that the Commission does not make a
finding of passivity in its orders granting market-based rate
authority,\204\ and doing so will ease the burden on filers. We remind
Sellers of their obligation under Sec.  35.41(b) \205\ to provide
accurate and factual information such that the Commission can rely upon
an affirmation in lieu of a demonstration.
---------------------------------------------------------------------------

    \204\ As discussed below, if a Seller seeks a Commission finding
as to passivity, it may file a petition for declaratory order.
    \205\ 18 CFR 35.41(b).
---------------------------------------------------------------------------

    138. In light of the comments received, we clarify the nature of
the proposed affirmation regarding passive owners. With respect to any
owners that a Seller represents to be passive, the Seller must identify
such owner(s), and affirm in its narrative that the ownership interests
consist solely of passive rights that are necessary to protect the
passive investors' or owners' investments and do not confer
control.\206\
---------------------------------------------------------------------------

    \206\ See AES Creative Resources, L.P., 129 FERC ] 61,239 (2009)
(AES Creative). The Commission expects that this affirmation will be
included in the narrative of initial market-based rate applications
and in any other market-based rate filing (e.g., triennial update or
change in status notification) where the Seller is making a passive
ownership representation.
---------------------------------------------------------------------------

    139. While some Sellers will be able to make this affirmation when
they apply for market-based rate authority, other Sellers will acquire
new passive owners after they have received market-based rate
authority. Thus, in response to EDF's request, we clarify that we will
continue to require change in status filings when passive interests
arise in a Seller, so that the Seller can make the necessary
affirmations. However, we clarify that, in this context, a Seller only
needs to make a change in status to report and affirm the status of new
passive owners as passive; it need not submit any additional
information into the relational database.
    140. Further, we clarify that we are not changing the Commission's
existing policy regarding the definition of a passive investor, and
specific clarifications on that policy are beyond the scope of this
proceeding. In most circumstances, a determination as to passivity is
fact-specific. If a Seller is uncertain as to whether an investment is
passive, it may file a petition for declaratory order.\207\ Nothing in
this final rule is intended to overturn the Commission's case-specific
determinations as to passivity and an entity's reporting obligations
under previously issued declaratory orders. In response to Working
Group, we note that considering whether an owner can remove the manager
without cause has been the Commission's standard practice when
evaluating a Seller's claim of passivity.\208\ Therefore, absent a
Commission order to the contrary, an owner who can remove the manager
without cause is not considered passive. This is because an owner that
can remove the manager without cause may have the ability to influence
the actions taken by the manager.
---------------------------------------------------------------------------

    \207\ We decline to extend any safe harbor to affirmations made
in good faith. As discussed in the Due Diligence section, we do not
intend to impose sanctions for inadvertent errors, but we expect
that Sellers will exercise due diligence to ensure accurate
reporting.
    \208\ See AES Creative, 129 FERC ] 61,239 at P 8 n.5.
---------------------------------------------------------------------------

    141. Passive owners need not be reported in the database as
ultimate upstream affiliates.\209\ The Commission will not require that
a Seller disclose the identity of its passive owners in the database,
which should alleviate any concerns or confusion regarding
confidentiality or collecting of unnecessary information. Further, if a
Seller is able to make the requisite affirmation regarding passive
ownership, it would not need to list the assets associated with any
such passive owner in its asset appendix.
---------------------------------------------------------------------------

    \209\ We clarify that Sellers should provide the identity of the
new passive owner(s) in their narratives when making their passive
affirmation.
---------------------------------------------------------------------------

D. Foreign Governments

1. Commission Proposal
    142. The Commission proposed that, where a Seller is directly or
indirectly owned or controlled by a foreign government or any political
subdivision of a foreign government or any corporation which is owned
in whole or in part by such entity, the Seller identify such foreign
government, political subdivision, or corporation as part of its
ownership narrative.\210\ The Commission explained that this
information is useful in protecting public utility customers against
inappropriate cross-subsidization and affiliate abuse concerns that are
possible when controlling interests in a public utility are held by a
foreign government, any political subdivision of a foreign government,
or any corporation which is owned in whole or in part by such entity.
---------------------------------------------------------------------------

    \210\ NOPR, 156 FERC ] 61,045 at P 26.
---------------------------------------------------------------------------

2. Comments
    143. GE objects to the proposed collection of data on foreign
entities, arguing that the Commission's jurisdiction does not extend to
foreign companies operating outside of the United States borders.\211\
GE also questions how this information would help the Commission to
identify wrongdoing given that foreign entities are not market
participants.\212\ GE adds that advance review of foreign investments
is already conducted by the Committee on Foreign Investment in the
United States and that reporting on relevant investments is mandated to
be delivered to the Commerce Department's Bureau of Economic
Analysis.\213\
---------------------------------------------------------------------------

    \211\ GE at 17.
    \212\ Id. at 17-18.
    \213\ Id. at 17.
---------------------------------------------------------------------------

    144. Some commenters assert that the Commission has not justified
the claim in the NOPR that foreign government investment information is
useful in protecting public utility customers against inappropriate
cross-subsidization and affiliate abuse.\214\ GE contends that it is
not clear why such cross subsidization would be an issue since that
concept is most commonly related to a regulated transmission providing
utility and its unregulated affiliates.\215\ Working Group contends

that the Commission has not explained why foreign government ownership
requires additional scrutiny beyond the Commission's affiliate abuse
rules and that any proposed changes to those rules should have been
proposed through a rulemaking on affiliate abuse.\216\
---------------------------------------------------------------------------

    \214\ See, e.g., ELCON and AFPA at 13; GE at 17-18; Working
Group at 23.
    \215\ GE at 17-18.
    \216\ Working Group at 23.
---------------------------------------------------------------------------

    145. ELCON, and AFPA and Working Group also argue that Sellers
should have no obligation to report foreign government ownership
because the Commission has not shown why such information is necessary
to assess vertical and horizontal market power and to ensure just and
reasonable rates under the FPA.\217\
---------------------------------------------------------------------------

    \217\ ELCON and AFPA at 13; Working Group at 23.
---------------------------------------------------------------------------

3. Commission Determination
    146. In light of the comments received on this aspect of the NOPR,
we will not adopt the proposal to require a Seller to identify its
relationship with a specific foreign government. However, Sellers will
still be required to identify all ultimate upstream affiliates (and
file a notice of change in status for any new ultimate upstream
affiliate(s)) even if such affiliates are owned or controlled by a
foreign government.

E. Indicative Screens

1. Commission Proposal
    147. In the NOPR, the Commission proposed that Sellers submit
indicative screen information in XML format, which will enable the
information to be included in the relational database. The Commission
explained that once the Seller submitted the required screen
information to the relational database through the XML submission, the
database will format the indicative screens for the inclusion in the
public record in eLibrary. Therefore, the generated indicative screens
will be available for public comment, as part of the Seller's filing,
and data will be available to the Commission in the relational database
for ease of access and analysis. Lastly, the Commission indicated that
Sellers would still be required to submit all work papers underlying
their indicative screens.
2. Comments
    148. GE requests that the Commission continue to accept indicative
screen data in Excel format.\218\ GE states that these data are
currently submitted in Excel format with market-based rate
applications, triennial market power updates, and certain notices of
change in status. GE contends that the benefits of an XML submission
are unclear.\219\ GE further contends that the process of converting
Excel data to XML introduces the possibility for error, and that Excel
is the desired format for final use of this information.\220\
---------------------------------------------------------------------------

    \218\ GE at 30-31.
    \219\ Id.
    \220\ Id.
---------------------------------------------------------------------------

    149. Independent Generation states that the Commission's proposal
would replace seller-generated indicative market power screens with
auto-generated information based on information submitted in the
relational database. Independent Generation has concerns that this
would lead to a significant number of incorrect or incomplete
filings.\221\
---------------------------------------------------------------------------

    \221\ Independent Generation at 13-14.
---------------------------------------------------------------------------

3. Commission Determination
    150. We adopt the proposal to require Sellers to submit indicative
screen information in XML format, which will enable indicative screens
to be incorporated into the relational database.\222\ Furthermore, we
adopt the proposal to require Sellers to continue to submit to the
Commission all of their work papers underlying their indicative
screens.
---------------------------------------------------------------------------

    \222\ Concurrent with the issuance of this final rule, the
Commission is issuing a final rule in Docket No. RM19-2-000 that
relieves Sellers in certain RTOs/ISOs from the requirement to submit
indicative screens. Refinements to Horizontal Market Power Analysis
for Sellers in Certain Regional Transmission Organization and
Independent System Operator Markets, Order No. 861, 168 FERC ]
61,040 (2019). That relief is unchanged with the issuance of this
final rule in Docket No. RM16-17-000 and will take effect prior to
the October 1, 2020 effective date of this final rule. Accordingly,
the regulatory text changes to Sec.  35.37 that we adopt herein are
based on the regulatory text as amended in the Docket No. RM19-2-000
proceeding.
---------------------------------------------------------------------------

    151. However, we have determined that the relational database will
not have the capability to automatically populate indicative screens
into the eLibrary record as originally proposed. Therefore, a Seller
will submit its XML schema into the relational database for its
indicative screens and will receive a serial number for each of its
indicative screens. The Seller is then required to include these serial
numbers in its associated market-based rate filing. Reporting these
serial numbers will incorporate the associated indicative screens as
part of the market-based rate filing and allow the Commission and the
public to view the indicative screens using the systems that will
support the relational database.
    152. We deny GE's request to allow the use of workable electronic
spreadsheets, such as Excel, as a means of submitting indicative screen
data. The relational database will only accept data submitted in XML
format. The Commission is requiring the use of XML instead of workable
electronic spreadsheets because XML is an open source platform that
allows the Commission to build a database that will meet its
information collection purposes and that helps facilitate public access
to the data.
    153. Further, XML is more adaptable than workable electronic
spreadsheets and allows for greater flexibility in the use of data,
which will allow the Commission to conduct more robust analyses. Some
of this flexibility will also extend to submitters who will have better
access to their own information as well as limited access to other
information in the relational database. Filers will also have the
advantage of being able to continually update information in the
relational database, while keeping track of historical data, making it
easier for them to prepare their filings for submission at the
Commission.
    154. We disagree with GE's comment that converting workable
electronic spreadsheets to XML produces the potential for error.
Spreadsheet programs typically now have the capability to convert data
entered into a given spreadsheet into an XML schema automatically.
Moreover, XML submissions make the compilation and gathering of data
into the relational database easier and provide the submitter with
different layers of automated error checking, thus reducing the burden
on the submitter. Finally, XML submissions provide a stable, long-term
business-to-business solution that will enable the Commission to make
improvements to the relational database without affecting submitters.
    155. In response to Independent Generation's comments, we clarify
that the relational database will not auto-generate the indicative
screens based on affiliate connections made by the relational database.
Rather, the relational database's services will simply format the data
the Seller submits.\223\
---------------------------------------------------------------------------

    \223\ In contrast, the asset appendix will be generated based on
data submitted by a Seller and its affiliates.
---------------------------------------------------------------------------

F. Other Market-Based Rate Information

1. Commission Proposal
    156. In the NOPR, the Commission proposed that a Seller provide
other market-based rate information as set forth in the NOPR data
dictionary, including: (a) Its category status for each region in which
it has market-based rate authority, (b) markets in which the Seller is
authorized to sell ancillary services, (c) mitigation, if any, and (d)

the area(s) where the Seller has limited its market-based rate
authority.\224\
---------------------------------------------------------------------------

    \224\ NOPR, 156 FERC ] 61,045 at P 61.
---------------------------------------------------------------------------

2. Comments
    157. FMP notes in its comments on the NOPR data dictionary that
information on category status, ancillary services, mitigation, and
limitations is duplicative of what is already provided in a Seller's
market-based rate tariff and therefore asks that the Commission delete
this requirement.\225\ GE suggests that the operating reserves
authorization should only be required to be provided where
relevant.\226\ No other commenters specifically address this proposal,
although several commenters note that the NOPR preamble and proposed
regulatory text do not always reflect or discuss requirements set forth
in the NOPR data dictionary.\227\ Specific comments on the NOPR data
dictionary are discussed in the NOPR data dictionary section.
---------------------------------------------------------------------------

    \225\ FMP, data dictionary Appendix at 10-13; see also EEI at DD
Appendix 10-16.
    \226\ GE at 29.
    \227\ See AVANGRID at 17; EEI at 2; FMP at 2; MISO TOs at 8.
---------------------------------------------------------------------------

3. Commission Determination
    158. We adopt the NOPR proposal to require that Sellers submit
additional information into the relational database as set forth in the
MBR Data Dictionary, with some modification. For example, we have not
adopted a requirement for Sellers to provide information regarding
ancillary services, but we have adopted the requirement, as set forth
in revised Sec.  35.37(a)(1), that Sellers provide information about
their operating reserves, which are a subset of ancillary services.
Revised Sec.  35.37(a)(1) also specifies that a Seller must submit
information about its category status, mitigation, and other
limitations. Such information is readily known to the Seller because,
as FMP observes, this information is also included in the Seller's
market-based rate tariff.\228\ The incremental burden of providing this
information to the relational database is outweighed by the benefit of
having a searchable repository of information that is easily accessible
by the Commission and the public through the relational database's
services function.
---------------------------------------------------------------------------

    \228\ In the event of a conflict between the Commission-accepted
market-based rate tariff and the information submitted to the
relational database, the language in the tariff takes precedence.
---------------------------------------------------------------------------

    159. We disagree that the MBR Data Dictionary must use the exact
language from the preamble and regulatory text of the rule. We do not
view this as any different from the eTariff filing or EQR submission
requirements, which similarly are not detailed in the Commission's
regulations.\229\
---------------------------------------------------------------------------

    \229\ See Filing Requirements for Electric Utility Service
Agreements, 155 FERC ] 61,280, order on reh'g, 157 FERC ] 61,180.
---------------------------------------------------------------------------

V. Ongoing Reporting Requirements

A. Commission Proposal

    160. The Commission proposed an ongoing quarterly reporting
requirement under the regulation for the change in status reporting
requirement in Sec.  35.42. However, unlike the existing change in
status reporting requirement, the Commission proposed that the
quarterly reporting requirement be treated as informational.\230\
Specifically, the Commission proposed a new Sec.  35.42(d), which would
require a Seller to make a submission updating the relational database
on a quarterly basis to reflect any changes not already captured in the
required change in connection submissions, change in status filings or
any other market-based rate filing such as a notice of cancellation of
or revision to a market-based rate tariff. The Commission provided the
following list of examples of occurrences that would be reported in the
quarterly updates: (1) Retirement of a generation asset; (2) capacity
rating changes to an existing generation asset; \231\ (3) acquisition
of a generation asset that is a reportable asset but not required to be
reported in a change in status filing; and (4) loss of affiliation with
an affiliate owner that has a franchised service area or market-based
rate authority, or directly owns or controls generation, transmission,
interstate natural gas transportation, storage or distribution
facilities, physical coal supply sources, or ownership of or control
over who may access transportation of coal supplies that does not
trigger a change in connection submission.\232\ The Commission
explained that this requirement would help to ensure that the
relational database generates an accurate asset appendix, based on
current information, for inclusion in a Seller's market-based rate
filings and organizational charts for use by the Commission.\233\
---------------------------------------------------------------------------

    \230\ NOPR, 156 FERC ] 61,045 at P 67. The Commission typically
does not notice or issue orders on informational filings. See PSEG
Services Corp., 134 FERC ] 61,080, at P 15 n.9 (2011).
    \231\ The Commission's change in status regulation regarding
generation-related assets is limited to cumulative net increases of
100 MW or more; thus, not all changes in generation assets create a
change in status filing obligation. See 18 CFR 35.42(a).
    \232\ NOPR, 156 FERC ] 61,045 at P 66.
    \233\ Id. P 67.
---------------------------------------------------------------------------

    161. The Commission proposed to retain the requirement for Sellers
to file notices of change in status, which are due no later than 30
days after a change in status occurs.\234\ However, the Commission did
propose a change to Sec.  35.42(a)(2) to include new ultimate upstream
affiliates as an example of a change that would trigger a change in
status obligation. In addition, the Commission proposed to require
Sellers to update the relational database when filing a notice of
change in status.
---------------------------------------------------------------------------

    \234\ See id. P 65; see also 18 CFR 35.42(b).
---------------------------------------------------------------------------

B. Comments

    162. Numerous commenters request that any updates to the relational
database be made on a quarterly basis instead of the rolling 30-day
time window that was proposed for change in connection submissions in
the NOPR and that exists for change in status filings pursuant to Sec.
35.42(b).\235\ FIEG states that much of the data being requested as
part of the change in status filing and change in connection submission
is subject to frequent changes, particularly for larger institutions
with many different legal and financial connections. FIEG posits that
if change in status and change in connection updates were required
within 30 days of a change, then many participants would be filing
notices weekly, if not more frequently. FIEG states that quarterly
ongoing reporting updates would be less burdensome for market
participants and less prone to error, while still providing the
Commission the information it seeks in a timely manner.\236\
---------------------------------------------------------------------------

    \235\ See AVANGRID at 22-23; EPSA at 17; FIEG at 14-15; GE at
13-14; EEI at 23 (requesting quarterly reporting for change in
connection submissions); NextEra at 7-8; NRG at 8-9; Working Group
at 18-19; see also Independent Generation at 11 (requesting that
change in connection submissions be due on an annual basis or, in
the alternative, on a quarterly basis).
    \236\ FIEG at 15.
---------------------------------------------------------------------------

    163. NextEra states that the Commission should consider how the
relational database and simplified reporting procedures could simplify
other reporting obligations. For example, NextEra notes that certain
updates to the relational database could eliminate or simplify change
in status filings.\237\
---------------------------------------------------------------------------

    \237\ NextEra at 10 (``under the change in status reporting
requirements the affiliated entities that were each identified in
the applicant's MBR filing, must now make their own filing show they
have become affiliated with the earlier MBR applicant . . . The
change in status filing thus operates as a mirror version of the
earlier filing. There is little efficiency in this arrangement. . .
.'').
---------------------------------------------------------------------------

    164. Commenters also question how the various updates will work in
concert with each other. AVANGRID contends that the NOPR is ambiguous
on how multiple data submissions would work

together to ensure the continued accuracy of the relational
database.\238\
---------------------------------------------------------------------------

    \238\ AVANGRID at 11.
---------------------------------------------------------------------------

    165. MISO TOs are concerned about ``the potential for repetitive
filings and the `ripple effect' that a filing by one entity may have on
other [entities]--whether a change by one entity can lead to fifty
additional filings because fifty related [entities] are affected.''
\239\
---------------------------------------------------------------------------

    \239\ MISO TOs at 9.
---------------------------------------------------------------------------

    166. TAPS notes that the proposed reporting of changes do not
require the same level of comprehensive reporting of affiliate owners
as the baseline and triennial filings.\240\
---------------------------------------------------------------------------

    \240\ TAPS at 15 (noting that under the NOPR, Sellers would need
to include ultimate affiliate owner(s) as well as affiliate owners
that have a franchised service area or market-based rate authority,
or that directly own or control generation; transmission; intrastate
natural gas transportation, storage or distribution facilities;
physical coal supply sources or ownership of or control over who may
access transportation of coal supplies).
---------------------------------------------------------------------------

    167. APPA notes that the comments submitted by TAPS show how
seriatim updates could go awry--affiliate data might be lost, and the
relational database permanently distorted--unless the updating
protocols are clear.\241\ APPA also requests that the final rule
clarify the relational database updating protocols to ensure that an
accurate picture of Seller's affiliate relationships is
maintained.\242\
---------------------------------------------------------------------------

    \241\ APPA at 9-10.
    \242\ Id. at 10.
---------------------------------------------------------------------------

    168. AVANGRID states that it appears that each of its affiliates
would be required to submit changes to the database separately, thus
requiring dozens of individual filings whenever there is a change
triggering a notice of change in status. Thus, making the process of
submitting changes to database burdensome for companies with multiple
affiliated Sellers. AVANGRID estimates that after initial
implementation, it will take its companies with market-based rate
authority approximately 90-120 hours per year to comply with the
Commission's proposals, including monitoring for changes triggering a
reporting obligation, submission of change in status and quarterly
updates and ongoing training.\243\ AVANGRID requests that the
Commission allow information, including asset appendices for all
affiliated Sellers to be submitted in a single filing.\244\
---------------------------------------------------------------------------

    \243\ AVANGRID at 14.
    \244\ Id. at 21.
---------------------------------------------------------------------------

    169. Independent Generation requests that the Commission ensure
that information already provided via market-based rate related filings
is only reported once and according to the existing timelines for those
submissions. For example, Independent Generation notes that changes in
ultimate upstream affiliate information submitted through the market-
based rate program should suffice for reporting purposes under the
Connected Entity regime.
    170. Some commenters also question the need for quarterly updates
to the relational database. ELCON and AFPA note that the requirement
for quarterly updates to the relational database creates a reporting
obligation for information that the Commission has already determined
does not warrant a change in status or implicate a Seller's market-
based rate authority, for example, changes in capacity under 100 MW.
ELCON and AFPA claim that the justification for the quarterly updating
to the relational database thus ``may be contradictory and inconsistent
with the longstanding approach'' that the Commission has taken with
respect to its market-based rate program.\245\ ELCON and AFPA state
that with an obligation to report changes in connection, Sellers are
already likely to see increased reporting obligations, even without the
requirement to update the relational database quarterly, and they
believe that the burdens of the quarterly updating requirement outweigh
the benefits and the requirement should be deleted from the final rule.
---------------------------------------------------------------------------

    \245\ ELCON and AFPA at 12.
---------------------------------------------------------------------------

C. Commission Determination

    171. After considering the comments received, we agree that there
are benefits to setting the timing of the ongoing relational database
updates on a fixed date, but, as discussed below, we observe the need
for database updates to occur on a monthly rather than quarterly basis.
Therefore, we are revising the NOPR proposal to require monthly
relational database updates on the 15th day of the month following the
change. In light of this modification, we will change the time for
filing notices of change in status from 30 days after such event, to
quarterly reporting, which will reduce the burden for Sellers
considerably.
    172. Quarterly database updates would not be sufficient to maintain
the level of accuracy the Commission needs for market-based rates or
the analytics and surveillance program. In order to fully capture the
activity in a given quarter, quarterly submissions are necessarily
submitted after the end of the quarter. For example, second quarter EQR
submissions are due by July 31, a month after the end of the second
quarter, June 30. Applied here, Sellers would submit their second
quarter database updates on July 31, which is particularly problematic
for Sellers with triennial obligations. Triennials, for Sellers who are
obligated to submit them, are always due by June 30 or December 31.
    173. If the Commission were to adopt a quarterly database
submission requirement, the last database update prior to the
submission of triennials would be due on April 30 or October 31,
respectively. This means that when preparing their triennial filings,
Sellers would need to rely on, and their asset appendices would
contain, data that is 60 days old or older. That is too great of a time
lag and could result in inaccurate asset appendices. A monthly
submission requirement, with submissions due by the 15th of each month,
ensures that Sellers have the most current possible data for both their
triennials and change in status filings. The frequency with which
changes can occur within an organization underscore the need for more
frequent reporting to ensure that the information in the relational
database is not stale. We also find that more frequent updates will
reduce the potential for errors or discrepancies in market-based rate
filings through the auto-generated asset appendix, thereby minimizing
the need for corrections and/or follow-up coordination and
communication with affiliates. Additionally, given our determination to
not pursue the Connected Entity requirements, and specifically the
monthly change in connection updates, this helps to ensure that the
Commission's analytics and surveillance program has access to updated
and accurate information.
    174. Contrary to AVANGRID's contention, we find the updates to the
relational database require less coordination than is currently
required among affiliated Sellers within a large corporate family.
Under this final rule, a Seller need only report its own asset changes
into the database and not the changes of each of its market-based rate
affiliates.\246\ While the MISO TOs correctly point out that in some
situations a change in information submitted into the relational
database may require multiple submissions for different Sellers within
a corporate family (e.g., to report a new affiliate ultimate upstream
affiliate), we do not view the updating requirement as overly
burdensome. The data will be readily available and the submissions will
not require accompanying documents or analysis because they are not
part of any

market-based rate filing (e.g., initial market-based rate application,
notice of change in status filing, or updated market power analysis
triennial filing).
---------------------------------------------------------------------------

    \246\ However, Sellers will be required to report changes to the
assets of non-market-based rate affiliates.
---------------------------------------------------------------------------

    175. Contrary to ELCON and AFPA's arguments, the requirement to
update a Seller's previously submitted relational database information
is necessary even when that update does not implicate a Seller's
authorization to sell at market-based rates and would not rise to the
level of a change in status filing. This is precisely why, unlike the
change in status filing, the monthly submission is informational and
does not require Commission action. These informational updates are
necessary to ensure that the relational database is kept current and
contains the most accurate information available, which is critical
given that the relational database is used to create the asset appendix
for all of a Seller's affiliates. As noted above, Sellers' monthly
submission complements the notice of change in status filings and
triennial filings by ensuring the accuracy of the asset appendices that
may be included as part of those filings.\247\ This should address
APPA's concern related to how the previously proposed quarterly
submission (now a monthly submission) would work with other filings to
ensure accuracy of the relational database. We decline to adopt APPA's
recommendation to have existing filing requirements overlap the new
relational database requirements as such a requirement may pose an
undue burden on filers.
---------------------------------------------------------------------------

    \247\ Regarding APPA's request for updating protocols to ensure
the accuracy of the relational database, we discuss the mechanics of
submissions and filings in greater detail on the Commission's
website.
---------------------------------------------------------------------------

    176. The monthly relational database submission required of Sellers
will include updates to show any changes to information previously
submitted into the relational database, with the exception of the
indicative screens.\248\ Changes to data in the indicative screens will
not be required as part of the monthly submission, but a Seller will
submit new screen information to the relational database whenever it is
making a market-based filing that includes screens, as detailed in the
Submissions section.\249\
---------------------------------------------------------------------------

    \248\ NOPR, 156 FERC ] 61,045 at P 66.
    \249\ If a screen is going to apply to many Sellers, only one
Seller needs to submit the screen to the database. The other Sellers
can reference the screen's serial number in their filings.
---------------------------------------------------------------------------

    177. In light of our determination to set fixed monthly updates for
previously submitted relational database information, we will also
change the requirement for filing notices of change in status. Instead
of being due within 30 days of the change, we will move to a quarterly
change in status reporting requirement, with such reports due at the
end of the month following the end of the quarter in which the change
occurs.\250\ Unlike the monthly relational database updates, which are
informational and submitted purely through XML into the relational
database, a notice of change in status results in a docketed proceeding
in which the Seller describes a change in the characteristics the
Commission relied upon in granting the Seller market-based rate
authority, and on which the Commission must act.
---------------------------------------------------------------------------

    \250\ Thus, notice of changes in status filings will be on the
same timeline as Sellers' EQR reporting obligations. See 18 CFR
35.10b.
---------------------------------------------------------------------------

    178. For example, if a Seller acquires a 150 MW generator on March
20 and on March 27 an affiliate receives authorization to sell
operating reserves in a new balancing authority area, each of those
entities will need to submit an update to the relational database by
April 15 to reflect their respective change. In addition, the Seller
(and applicable affiliates) will need to file a notice of change in
status by April 30 to report the net increase in generation, assuming
that there have not been any offsetting decreases in generation that
brings the net increase in generation below 100 MW. The relational
database will already reflect the relevant changes because they will
have been submitted to the database by no later than April 15, so there
should be no need to make a submission into the relational database
with the notice of change in status.\251\
---------------------------------------------------------------------------

    \251\ However, to the extent that the Seller submits indicative
screens as part of a change in status, the Seller would need to
submit the indicative screen information into the relational
database prior to filing the notice of change in status.
---------------------------------------------------------------------------

    179. As noted above, although there will be a slight increase in
burden to Sellers by making the requirement to update the relational
database monthly instead of quarterly, we expect that any such increase
in burden will be more than offset by changing the due date for notices
of change in status from 30 days after such a change to a quarterly
requirement. In fact, in some instances, examining the entire quarter
as a whole may decrease the need to report notices of change in status
at all.
    180. For example, if Seller A acquires 300 MW of generation on
January 15 (which under existing regulations would require a notice of
change in status by February 14) and its affiliate, Seller B, sells a
250 MW generator on March 1 in the same balancing authority area, there
would be no requirement for either Seller to file a notice of change in
status because there would have been only a 50 MW net increase in
generation capacity during the quarter.\252\ However, both the increase
of 300 MW and the decrease of 250 MW would have been submitted into the
relational database by the 15th day of the month following each change.
We believe that the approach adopted in this final rule regarding
reporting of changes will ensure that the relational database is
updated in a timely manner, while minimizing burdens on Sellers.
---------------------------------------------------------------------------

    \252\ 300 MW-250 MW = 50 MW, which is below the 100 MW threshold
for filing notices of change in status.
---------------------------------------------------------------------------

    181. Thus, we are adding 18 CFR 35.42(d) to reflect that any
reportable change to relational database information is required to be
submitted by the 15th day of the month following the change. In
addition, we are revising the language at 18 CFR 35.42(b) to specify
that notices of change in status must be submitted on a quarterly basis
with such reports due at the end of the month following the end of the
quarter in which the change occurs.

VI. Connected Entity Information

A. Commission Proposal

    182. The Commission proposed that the Connected Entity reporting
requirements would apply to all Sellers and to Virtual/FTR
Participants. In addition, the Commission proposed to define the term
``Virtual/FTR Participants'' as entities that buy, sell, or bid for
virtual instruments or financial transmission or congestion rights or
contracts, or hold such rights or contracts in organized wholesale
electric markets, not including entities defined in section 201(f) of
the FPA. Under the proposal, the phrase ``organized wholesale electric
markets'' would include ``ISOs and RTOs as those terms are defined in
Sec.  35.46 of the Commission's regulations.'' The Commission also
proposed to use the same definition for ``Seller'' as used in the
market-based rate context and defined in Sec.  35.36(a)(1) of the
Commission's regulations. The Commission did not propose to require
entities that hold only Auction Revenue Rights (ARRs) to submit
Connected Entity Information, but sought comment on that aspect of the
proposal.\253\
---------------------------------------------------------------------------

    \253\ NOPR, 156 FERC ] 61,045 at P 51.
---------------------------------------------------------------------------

B. Comments

    183. The Connected Entity reporting requirement proposal was among
the most commented upon proposal from the NOPR. Some commenters support
the Commission's proposal to collect

Connected Entity Information,\254\ while many express concerns or
oppose this proposal. For example, several commenters object to the
requirement that Sellers be required to submit Connected Entity
Information. AVANGRID comments on the burdens of collecting Connected
Entity Information from Sellers and claims that the NOPR would
dramatically increase the degree of coordination required by expanding
the classes of information that must be reported to the
Commission.\255\ Berkshire states that its subsidiaries with market-
based rate authority do not have ready access to information about
their more than 5,000 commonly owned affiliates and lack the ability to
require their affiliates to provide information regarding their
activities.\256\ AVANGRID and EEI believe that the actual time required
to make baseline and subsequent update filings would greatly exceed the
estimates provided in the NOPR.\257\
---------------------------------------------------------------------------

    \254\ APPA at 4; New Jersey and Maryland Commissions at 3-4;
Monitoring Analytics at 2.
    \255\ AVANGRID at 9-10. See also EEI at 18.
    \256\ Berkshire at 4.
    \257\ AVANGRID at 13-14 (estimating that it would take each of
its market-based rate companies approximately 180 to 220 hours
during the initial year to comply, and 90 to 120 hours in subsequent
years); EEI at 18.
---------------------------------------------------------------------------

C. Commission Determination

    184. After further consideration, we decline to adopt the proposal
to require Sellers and Virtual/FTR Participants to submit Connected
Entity Information in this final rule. We appreciate the concerns
raised about the difficulties of and burdens imposed by this aspect of
the NOPR. Accordingly, we will transfer the record to Docket No. AD19-
17-000 for possible consideration in the future as the Commission may
deem appropriate and will not amend the Commission's regulations to add
Subpart K to title 18 of the CFR, as originally proposed in the NOPR,
in this final rule.\258\ We note that the determination in this final
rule to collect market-based rate information in a relational database
will provide value to both the Commission's market-based rate and
analytics and surveillance programs.
---------------------------------------------------------------------------

    \258\ Comments pertaining to the Connected Entity proposal will
be re-designated as being in both Docket No. RM16-17-000 and Docket
No. AD19-17-000.
---------------------------------------------------------------------------

VII. Initial Submissions

A. Commission Proposal

    185. In the NOPR, the Commission proposed that, within 90 days
after publication of the final rule in the Federal Register, existing
Sellers make a baseline submission into the database.\259\ The
Commission explained that the baseline submission is intended to
populate the relational database and not to evaluate the Seller's
market-based rate authority; thus, the Commission would not take action
on the baseline submission.\260\ The Commission proposed that Sellers
include the following specific information as part of the baseline
submission: (1) Connected Entity ownership information; (2) the
Seller's LEI; (3) ``market-based rate information'', including (a)
Seller category status for each region in which the Seller has market-
based rate authority, (b) each market in which the Seller is authorized
to sell ancillary services at market-based rates, (c) mitigation if
any, and (d) whether the Seller has limited the regions in which it has
market-based rate authority; (4) ``market-based rate ownership
information'' (including ultimate upstream affiliates; and affiliate
owners with franchised service areas, market-based rate authority, or
that directly own or control generation; transmission, intrastate
natural gas transportation, storage or distribution facilities,
physical coal supply sources or ownership of or control over who may
access transportation of coal supplies); and (5) asset appendix
information.\261\
---------------------------------------------------------------------------

    \259\ For purposes of this final rule, when discussing
information to be included as part of a baseline submission or a
monthly update to the relational database, such term does not
include indicative screen information. However, where used outside
of the context of the baseline submission and monthly relational
database updates, indicative screen information is included.
    \260\ NOPR, 156 FERC ] 61,045 at PP 60, 62.
    \261\ Id. at P 61.
---------------------------------------------------------------------------

    186. In the NOPR, the Commission proposed to require new Sellers to
submit Connected Entity Information and other market-based rate
information within 30 days of after the grant of market-based rate
authority.\262\
---------------------------------------------------------------------------

    \262\ Id. at Attachment C.
---------------------------------------------------------------------------

B. Comments

    187. Most commenters argue that the baseline submission is an
administrative burden on Sellers.\263\ Commenters argue that Commission
has underestimated the amount of time and labor it would take Sellers
to comply with the baseline submission.\264\ For example, FMP contends
that the time estimate provided in the NOPR is extremely conservative
and does not include preparatory time, time needed to learn data entry
protocols, time addressing Commission staff inquires, and other
associated work. FMP suggests that the Commission underestimates the
statistically demonstrable burden of the NOPR by a factor that may
approach 300 percent.\265\ AVANGRID questions the NOPR estimates of 40-
100 hours for baseline Connected Entity submissions and market-based
rate filings, estimating that it will take each of its companies with
market-based rate authority approximately 180-220 hours during the
initial year to comply with the new requirements.\266\
---------------------------------------------------------------------------

    \263\ See, e.g., AVANGRID at 10; Financial Marketers Coalition
28-29; NRG at 7.
    \264\ See AVANGRID at 10; Financial Marketers Coalition at 28;
NextEra at 13; NRG at 7.
    \265\ FMP at 5.
    \266\ AVANGRID at 8, 13 (stating that compliance will require a
coordinated effort with multiple departments within each of over 50
entities that make up the AVANGRID market-based rate sellers).
---------------------------------------------------------------------------

    188. As detailed more fully in the Implementation section, many
entities commented on the timeline for baseline relational database
submissions.\267\ For example, Designated Companies request that the
Commission increase the deadline for baseline submissions to at least
180 days after the publication of the final rule or preferably 180 days
after a technical conferences on implementation. Designated Companies
and EPSA also suggest a staggered implementation timeline where
baseline market-based rate submissions are due after 180 days with
Connected Entity data due 180 days after that.
---------------------------------------------------------------------------

    \267\ See, e.g., id. at 23-24; Brookfield at 10-11; Duke at 4-5;
EEI at 25-26; EPSA at 6-7; MISO TOs at 9-10.
---------------------------------------------------------------------------

    189. NextEra proposes that the baseline requirement facilitate
baseline submissions by Sellers within a large corporate family such
that a submitting entity will be able to tie into data previously
submitted as part of the corporate family and reduce burden in
subsequent filings.
    190. Finally, IECA notes that there are some requirements set forth
in the NOPR such as the requirement for the baseline submission that
should be expressly included in the regulations if the requirement is
adopted in the final rule.\268\ Similarly, Berkshire notes that the
baseline submission requirement is not reflected in the regulatory
text.\269\
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    \268\ IECA at 3.
    \269\ Berkshire at 2.
---------------------------------------------------------------------------

C. Commission Determination

    191. We will adopt the NOPR proposal to require Sellers to make
baseline submissions to the relational database, but as discussed more
fully in the Implementation section, we have adjusted the timeline for
the baseline submissions in response to comments.
    192. Beginning February 1, 2021, any new applicant seeking market-
based rate authority will be required to make a submission into the
relational database

prior to filing an initial market-based rate application.
    193. Although there will be some initial implementation burden
associated with submitting data in the new relational database format
and for collecting the new information, much of that burden would exist
as part of moving to a relational database regardless of the
requirement for a baseline filing. The NOPR's estimate of 40-100 hours
in year one had included time spent on Connected Entity Information
submissions. Because Connected Entity Information is not required as
part of this final rule, and in light of commenters' concerns that the
Commission underestimated the burden of initial compliance, we revise
the time that the average Seller will spend in year one from 40-100
hours to 35-78 hours.\270\
---------------------------------------------------------------------------

    \270\ See Information Collection Statement section for more
information.
---------------------------------------------------------------------------

    194. We recognize that there may be some initial increase in burden
while Sellers familiarize themselves with the new database and make
their baseline submissions but note that, over time, the creation of
the relational database is expected to reduce burden because Sellers
will not be required to gather and report information on many of their
affiliates to create their asset appendices and may have to file fewer
notices of change in status. As discussed more fully in the
Implementation section, we have extended the deadline for baseline
submissions significantly beyond the original proposal to require
Sellers to make such submissions within 90 days of publication of the
final rule in the Federal Register. The new timeframe should alleviate
some concerns and burdens associated with preparing and submitting the
baseline by allowing sufficient time to have systems and software in
place before the baseline submissions are due.\271\
---------------------------------------------------------------------------

    \271\ Several commenters requested that the Commission first
require a baseline submission to address the market-based rate
information, with a later submission to include Connected Entity
information. Given our decision to not pursue the Connected Entity
information as part of this final rule, we will not address those
comments.
---------------------------------------------------------------------------

    195. Further, we expect that Sellers will already be familiar with
most, if not all, of the information they will have to submit, because
they have an existing requirement to provide this information.
    196. With respect to NextEra's request that a Seller be able to tie
together data previously submitted as part of its corporate family, the
relational database will facilitate such coordination in several ways.
As proposed in the NOPR, a major advantage to the relational database
approach is that a Seller will only have to identify its own assets and
those of other non-market-base rate affiliates that will not be making
their own relational database submissions. Thus, the Seller will not
have to identify any of the assets of other affiliated Sellers with
market-based rate authority.
    197. The elimination of the requirement to identify all affiliate
assets should reduce burden in the case of Sellers within large
corporate families with numerous submitters. In addition, a Seller will
be able to use services that will be made available to determine
whether another submitter has previously identified an entity, and if
it has, to obtain information such as the CID, LEI, or FERC generated
ID information on that entity. We believe that these features of the
relational database will facilitate baseline submissions by Sellers in
large corporate families.
    198. Commenters also recommend that the Commission add the
requirement for the baseline submissions to its regulations. We decline
to adopt that recommendation. Given that the requirement for baseline
submissions is a one-time requirement, we find that putting that
requirement in the regulations may confuse future Sellers as to whether
they are required to make baseline submissions in addition to the
information that they must submit as part of their market-based rate
applications. The Commission is taking steps to ensure that current
Sellers are aware of the new requirements created under this rule,
including publication of the final rule in the Federal Register, and
the posting of materials on the Commission's website. We do not see any
additional benefit to adding the baseline requirement into our
regulations given that the requirement to make a baseline submission
will not have any effect beyond the initial compliance period.
    199. Regarding EEI's request for clarification with respect to
asset appendices, we reiterate that Sellers should report current
information only and should not attempt to match their baseline
submission to their last-submitted market-based rate filings.\272\ The
purpose of the baseline submissions is to populate the relational
database with the most current information available rather than the
set of data already on file at the Commission. The baseline submissions
will be informational, i.e., they will not be noticed and the
Commission will not issue orders addressing them.
---------------------------------------------------------------------------

    \272\ See NOPR, 156 FERC ] 61,045 at P 61 (Sellers ``should
submit current information, even if different from information
included in their most recent [market-based rate] filing with the
Commission.'')
---------------------------------------------------------------------------

    200. Finally, we note that to the extent that we have modified what
was proposed in the NOPR, those changes flow through to the
requirements for the baseline submissions.\273\
---------------------------------------------------------------------------

    \273\ As noted in the Ownership Information section, we are no
longer requiring Sellers to submit information on upstream
affiliates with franchised service areas, market-based rate
authority, or that directly own or control generation; transmission,
intrastate natural gas transportation, storage or distribution
facilities, physical coal supply sources or ownership of or control
over who may access transportation of coal supplies. However, as
discussed in the Market-Based Rate Ownership Information section, a
Seller must still submit information on its ultimate upstream
affiliate as part of the relational database baseline submission and
a new Seller will have to submit ultimate upstream ownership
information as part of its relational database submission that
precedes and is incorporated in part into the Seller's market-based
rate application.
---------------------------------------------------------------------------

VIII. Data Dictionary

A. Overview

1. Commission Proposal
    201. In the NOPR, the Commission stated that as part of the final
rule, a data dictionary, along with supporting documentation and
specifications, would be posted on the Commission website to define the
framework for Sellers to follow when submitting information. The NOPR
data dictionary was also included as an attachment to the NOPR.\274\
---------------------------------------------------------------------------

    \274\ NOPR, 156 FERC ] 61,045, Attachment D at 75-100. In
addition, the Commission stated that any minor or non-material
changes to the data dictionary would be posted to the website and
reporting entities would be alerted to the changes via email.
---------------------------------------------------------------------------

    202. Just as the NOPR specified the information that must be
submitted, the NOPR data dictionary described the specific tables and
fields that must be submitted to satisfy the requirements of the NOPR.
The NOPR data dictionary also described data types, formats, and
validation rules that would be used to ensure the quality of the data
being submitted (e.g., if the field should be a date, the specific date
format is provided and the validation rule checks to ensure a valid
date has been entered).
    203. The Commission sought comment on the specific content for the
relational database as set forth in the NOPR data dictionary. Prior to
the due date for comments, Commission staff held a technical workshop
to review the NOPR data dictionary in considerable detail.\275\
---------------------------------------------------------------------------

    \275\ The notes from this workshop are available at http://www.ferc.gov/CalendarFiles/20160909154402-staff-notes.pdf.

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

2. Comments
    204. Commenters provided general comments on the Commission's
proposed publication, implementation, and maintenance of the NOPR data
dictionary as well as comments on specific tables and fields contained
within the NOPR data dictionary.
    205. Commenters suggest that inadequate notice and opportunity to
comment were provided because the NOPR data dictionary contained tables
and specific fields that were not explicitly referenced in the preamble
or regulatory text of the NOPR.\276\ Examples provided include: (1)
Field specific details such as start and end date for connected
entities relationships; \277\ (2) the signed date for PPAs; \278\ and
(3) the date and docket number reflecting an entity's market-based rate
authorization.\279\ In addition, AVANGRID requested additional
opportunity for Sellers to review and comment on the data dictionary
prior to finalization.\280\
---------------------------------------------------------------------------

    \276\ AVANGRID at 17; Duke at 3; EEI at 2, 21-23, and 25; GE at
29, 32; FMP at 7.
    \277\ Berkshire at 11.
    \278\ EEI at DD Appendix 16-18; FMP at DD Appendix 15.
    \279\ EEI at DD Appendix 6-10; FMP at DD Appendix 6-8.
    \280\ AVANGRID at 18.
---------------------------------------------------------------------------

    206. Other commenters request that the Commission publish a
guidance document developed with industry input.\281\ Duke suggests
that the Commission follow these procedures for the development of such
a document: (1) Issue a guidance order to address issues raised; (2)
host several collaborative meetings on the NOPR data dictionary to
further enhance the NOPR data dictionary and to draft a user's guide;
(3) issue a final rule with the NOPR data dictionary; and (4) finalize
the user guide based on that rule.\282\
---------------------------------------------------------------------------

    \281\ Duke at 2-4; EEI at 28.
    \282\ Duke at 3.
---------------------------------------------------------------------------

    207. Several commenters state that the NOPR data dictionary was too
complex,\283\ and that the proposed data collection required data that
was irrelevant or unduly burdensome to collect.\284\ For example, FMP
states that the NOPR data dictionary contains tables and fields that
``exhibit no explained relationship to either market-based rate
eligibility . . . nor to the identification or documentation of any
particular type of transactions of even theoretical interest to the
Commission'' \285\ or ``seek[s] highly subjective and interpretative
information that is not susceptible to the kind of abbreviated,
administrative reporting that the NOPR suggests.'' \286\ Some
commenters express concern about the precision with which individual
fields need to be reported. For instance, if the format of a date is
`yyyy-mm-dd', for dates sufficiently far in the past it may be
excessively burdensome or impossible to identify a date, month, or in
some cases even the year.\287\
---------------------------------------------------------------------------

    \283\ AVANGRID at 11; GE at 26.
    \284\ Brookfield at 8.
    \285\ FMP at 7.
    \286\ Id.
    \287\ Brookfield at 8-10; Berkshire at 11.
---------------------------------------------------------------------------

    208. For all fields, commenters generally request that the
Commission make explicit whether the field is nullable,\288\ clarify
which fields will be populated by the relational database (rather than
supplied by the filer/submitter),\289\ clarify validation rules, and
provide standardized formatting for date fields and docket numbers.
Duke notes that this additional information is necessary for submitters
and those developing software for this process.\290\
---------------------------------------------------------------------------

    \288\ Designated Companies at 17-28; EEI DD Appendix; FMP DD
Appendix.
    \289\ Designated Companies at 17.
    \290\ Duke at 2.
---------------------------------------------------------------------------

3. Commission Determination
    209. In this final rule, we adopt the NOPR proposal to post the MBR
Data Dictionary (with supporting documentation) to the Commission
website. We have made changes to the NOPR data dictionary in response
to comments as described below. In addition, other changes were made to
the NOPR data dictionary to address technical aspects of developing the
relational database and to account for the differences between the NOPR
and this final rule. Any subsequent minor or non-material changes to
the MBR Data Dictionary will be posted to the website and reporting
entities will be alerted to the changes via email. Significant changes
to the MBR Data Dictionary will be proposed in a Commission order or
rulemaking, which will provide for an opportunity to comment.
    210. As an initial matter, we disagree with commenters that there
was inadequate notice and opportunity to comment on the MBR Data
Dictionary. The NOPR provided adequate notice and opportunity to
comment on the proposed reporting requirements, while the NOPR data
dictionary described the implementation of collection of the proposed
requirements, including identifying specific data fields and their
characteristics that would be necessary for satisfying the requirements
of the NOPR. While the NOPR data dictionary was presented as an
attachment with detailed tables and fields that were not explicitly
referenced in the preamble or regulatory text of the NOPR, industry
participants were provided notice and an opportunity to comment on
those documents. For example, the preamble and the regulatory text
provided sufficient notice to market participants that the Commission
was proposing that Sellers be required to report into the relational
database information on ultimate upstream owners,\291\ generator plant
name, plant code, generator ID, and unit code using EIA Form
EIA860,\292\ and generator telemetered location.\293\ In response,
numerous commenters provided detailed suggestions and requests for
clarifications to improve the NOPR data dictionary, including comments
that tracked in chart form the tables and fields of the NOPR data
dictionary. We therefore find no lack of notice or opportunity to
comment on the proposed reporting requirements, including the NOPR data
dictionary.
---------------------------------------------------------------------------

    \291\ NOPR, 156 FERC ] 61,045 at P 28.
    \292\ Id. P 35.
    \293\ Id. P 36.
---------------------------------------------------------------------------

    211. Moreover, prior to comments being due, staff held a technical
workshop with industry participants to discuss the NOPR data
dictionary, providing further notice and opportunity for comment and
attendees were informed that they should submit any concerns, either
general or technical in nature, in the form of written comments on the
NOPR by the due date.
    212. Therefore, we do not find a need for additional notice and
opportunity for comment on the MBR Data Dictionary, including the
additional processes suggested in the comments to develop the MBR Data
Dictionary or guidance document(s). However, we note that Sellers may
reach out to Commission staff for further information.
    213. We have considered all of the comments received regarding the
NOPR data dictionary, including those comments that the NOPR data
dictionary specified data fields irrelevant to the reporting
requirements, that certain fields are unduly burdensome, and that it is
structured in an overly complex way. In response, we have made numerous
changes to the NOPR data dictionary that are reflected in the MBR Data
Dictionary.
    214. We disagree that the MBR Data Dictionary is structured in an
overly complex way and find that the structure and all of the tables
and fields set forth in the MBR Data Dictionary are relevant for
implementing the final rule. In fact, most of the information required
to be

submitted under this final rule is already being collected by the
Commission, albeit in largely unstructured formats (e.g., in narratives
and footnotes in routine current submissions). The MBR Data Dictionary
provides tables and fields for capturing this same information from
Sellers in a standardized format. Some fields (e.g., CID, LEI, FERC
generated ID) have been added to provide a consistent way in which to
identify an entity, a feature that is missing in the current system.
Certain fields are populated by internal systems and serve to create
connections across tables. As discussed in the subsections below, we
have made some changes to individual tables for clarity and
feasibility.
    215. In addition, certain tables that were present in the NOPR data
dictionary are not being published with the MBR Data Dictionary because
these tables are entirely populated by internal systems and require no
additional input from reporting entities. These include the entities,
genassets, and submission information tables (formerly termed Filing
Information Table). However, the MBR Data Dictionary does include
tables that report relationships between the data in the unpublished
tables (e.g., the entities_to_entities, entities_to_genassets,
entities_to_vertical_assets, and entities_to_ppas tables.) and will
require submitter input.
    216. In finalzing the MBR Data Dictionary, we reevaluated each
field in every table of the NOPR data dictionary and, where possible,
we have removed fields or clarified definitions so as to further reduce
the burden and subjectivity associated with compliance. In general, the
specific fields and definitions in the MBR Data Dictionary serve to
sharpen and clarify the reporting requirements. For this reason, the
MBR Data Dictionary should reduce subjectivity where aspects of current
information collections (e.g., current market-based rate filings) lacks
a specific structure. For commenters concerned that a high-level of
precision may not be possible for some fields (e.g., dates sufficiently
far removed), the precision of reported information is subject to the
standards described in the Due Diligence section. In addition, as noted
above, we have provided default dates for many applicable fields and
clarified, on a field-by-field basis, the level of precision
required.\294\
---------------------------------------------------------------------------

    \294\ Unless otherwise specified, if submitters do not know and
cannot ascertain with reasonable due diligence the actual day of the
month for when a relationship (or other required date field) begins
or ends, they may assume the first day of the month for when a
relationship begins and the last day of the month for when a
relationship ends. Similarly, if they know only the year, but not
the month or day, they may assume a relationship began at the
beginning of the year, i.e., on January 1 (and if it is the end of a
relationship they are reporting, they may assume the end of the year
(December 31).
---------------------------------------------------------------------------

    217. To the extent that the MBR Data Dictionary may appear complex,
we believe this reflects the complexity of the subject matter, and the
flexibility of the MBR Data Dictionary allows it to capture the
necessary information from a wide range of Sellers. In this regard,
however, we address commenters' proposals to improve the NOPR data
dictionary by explicitly marking where every field is nullable,
clarifying which fields will be automatically populated by the
relational database, clarifying validation rules and providing clear,
consistent formatting guidance in the MBR Data Dictionary.

B. Updates to the Data Dictionary

1. Commission Proposal
    218. The Commission proposed that minor or non-material changes to
the MBR Data Dictionary and other supporting documentation, such as the
XML, XSD, and associated documents, would be publicly posted to the
Commission's website.
2. Comments
    219. EEI ``encourages the Commission not to take this approach.''
\295\ Commenters generally proposed alternative approaches. Designated
Companies request that the Commission establish a regular stakeholder
meeting to discuss non-material changes before posting them to the
website, which Designated Companies claim can also help determine
whether a given change is material and therefore should be noticed for
comment.\296\ FMP and EEI express concern that the proposal to post
changes to the website does not satisfy the Commission's obligations
under the FPA or Administrative Procedure Act for notice and
comment,\297\ and, for this reason, the Commission should make
subsequent changes subject to public notice and comment.\298\ EEI
expresses concern that without notice and comment, there will be too
many questions from affected entities for each minor, non-material
change. EPSA suggests an approach where all formatting instructions and
technical guidance proposing changes to the MBR Data Dictionary or
submission process should be published in the docket with a comment
period of no less than 15 days and any Technical Workshops should be
followed by a minimum 15-day comment period commencing on the date on
which staff notes are published in the docket.\299\
---------------------------------------------------------------------------

    \295\ EEI at DD Appendix 1.
    \296\ Designated Companies at 3.
    \297\ FMP at 7; EEI at DD Appendix 1-2.
    \298\ AVANGRID at 18; FMP at 7.
    \299\ EPSA at 13.
---------------------------------------------------------------------------

3. Commission Determination
    220. As discussed above, we adopt the proposal in the NOPR to post
minor or non-material changes to the MBR Data Dictionary/XML/XSD and
associated documents to the Commission website. This is the same method
provided in Sec.  35.10b of the Commission's regulations, which states
that EQRs ``must be prepared in conformance with the Commission's
guidance posted on the FERC website (http://www.ferc.gov).'' \300\ As
with EQR, any significant changes to the MBR Data Dictionary will be
proposed in a Commission order or rulemaking, which would provide an
opportunity for comment.\301\ We emphasize that the intent of posting
future minor or non-material changes to the MBR Data Dictionary/XML/XSD
and associated documents to the Commission's website is not to preclude
feedback, but to streamline the reporting process. In response to EEI's
concerns, submitters will still have the ability to seek guidance from
staff.
---------------------------------------------------------------------------

    \300\ 18 CFR 35.10b.
    \301\ See, e.g., Filing Requirements for Electric Utility
Service Agreements, 155 FERC ] 61,280 at P 5, order on reh'g, 157
FERC ] 61,180 at PP 40-43.
---------------------------------------------------------------------------

C. Filing Information Table

    221. The NOPR data dictionary Filing Information table was designed
to accommodate the reporting of metadata for each filing made by a
Seller.\302\ This metadata consisted of, inter alia, for whom the
submission is being made, when the submission is being made, and the
reason for the submission (e.g., initial application, information
update). The Filing Information table from the NOPR data dictionary
also contained fields for concurring to screens submitted by other
participants and a field for referring to eTariff.
---------------------------------------------------------------------------

    \302\ Metadata is data that provides information about other
data. For example, in the XML schema for eTariff, one required
element is a proposed effective date and another element is the text
of the tariff provision. The proposed effective date is considered
to be metadata relative to the tariff text. See Order No. 714, 124
FERC ] 61,270 at P 12 & n.10.
---------------------------------------------------------------------------

1. Comments
    222. Commenters asked that the Commission clarify: (1) If multiple
submission reasons are allowed,\303\ (2) the process for identifying
references to

concurrences in tables; \304\ and (3) how to include references to
eTariff.\305\
---------------------------------------------------------------------------

    \303\ EEI at DD Appendix 3; FMP at DD Appendix 2.
    \304\ EEI at DD Appendix 3; FMP at DD Appendix 2.
    \305\ Designated Companies at 17; EEI at DD Appendix 3; FMP at
DD Appendix 2.
---------------------------------------------------------------------------

2. Commission Determination
    223. We have removed the entire Filing Information table because it
no longer contains any fields required to be populated by reporting
entities. For example, we have eliminated fields requiring the reason
and type of filing being made. We have also eliminated fields for
concurrences and for referencing eTariff, because the two systems will
not be linked at this time. Therefore, we need not address the requests
for further clarification. The submissions table requires no submitter
input and therefore will not be published in the MBR Data Dictionary.

D. Natural Persons Table

    224. The NOPR data dictionary Natural Persons table was designed to
accommodate the reporting of information regarding traders and natural
person affiliates (e.g., first name, last name). The table contained
fields for flagging a natural person as an affiliate (in the case where
a natural person is a reportable owner), trader, or both. The NOPR data
dictionary also provided a brief overview of the validation rules for
contact information for natural persons, which served to ensure the
quality of individual submissions as well as consistency between
multiple submissions.
1. Comments
    225. FMP states that the affiliate and trader flags which
distinguish natural person affiliates from other affiliates are not
necessary and require ``substantial editorial judgment.'' \306\ Several
commenters request clarification regarding what validation rules will
be applied to contact information.\307\ GE requests that the Commission
clarify that it is adhering to the various labor, employment laws,
rules, and regulations regarding the collection of this information and
that it will remain non-public and subject to formal document retention
and disposition protocols.\308\
---------------------------------------------------------------------------

    \306\ FMP at DD Appendix 4.
    \307\ Designated Companies at 17; EEI at DD Appendix 5; FMP at
DD Appendix 4.
    \308\ GE at 27.
---------------------------------------------------------------------------

2. Commission Determination
    226. In response to commenters and for technical reasons, we have
determined not to collect information in a separate ``Natural Persons''
table and instead determined to collect relevant information for
natural persons on the entities_to_entities table. Although we are not
collecting information on traders, we recognize that some ultimate
upstream affiliates can be natural persons. Since we will not be
collecting information on traders or employees, we need not address
GE's comments about adherence to labor and employment laws.

E. Entities Table

    227. The NOPR data dictionary Entities table was designed to
accommodate the reporting of information regarding individual reporting
entities and reportable entities. The Entities table utilized CID, LEI
and/or, FERC generated ID as the principal means to uniquely identify a
reporting or reportable entity.
1. Comments
    228. Commenters sought clarification on the process for obtaining
an FERC generated ID for entities that have neither a CID nor an
LEI.\309\
---------------------------------------------------------------------------

    \309\ Id.
---------------------------------------------------------------------------

2. Commission Determination
    229. We have determined that FERC generated IDs, which are required
for all reportable entities that do not have a CID or LEI (including
natural persons), will be created through a service provided by the
Commission upon request by Seller.\310\ As discussed above, the
entities table requires no submitter interaction and will not be
included in the MBR Data Dictionary.
---------------------------------------------------------------------------

    \310\ As noted above, the Commission will provide more details
on the FERC generated ID process on its website.
---------------------------------------------------------------------------

F. Generation Assets Table

    230. The NOPR data dictionary Generation Assets table was designed
to accommodate the reporting of information on reportable generation
assets including in-service date, capacity ratings, and location. The
Generation Assets table also contained a field for flagging information
submitted on a generation asset as public or non-public.
1. Comments
    231. EEI and FMP request clarification on why this table is
separate from the Entities to Generation Assets table because, in their
view, a separate table may increase reporting burden. Both EEI and FMP
regard the publication flag for each generation asset as
superfluous.\311\
---------------------------------------------------------------------------

    \311\ EEI at DD Appendix 10-13; FMP at DD Appendix 6-8, 10.
---------------------------------------------------------------------------

2. Commission Determination
    232. We have determined that certain changes are appropriate for
the Generation Assets table (re-labeled here as the gen_assets table)
to allow for the appropriate level of flexibility when reporting
generation assets. Like the entities table, the gen_assets table will
not require direct submitter interaction and will be excluded from the
MBR Data Dictionary. As described in the Asset Appendix section above,
the gen_assets table will store the basic information for all of the
generators in the database. This table will initially be populated with
information from the EIA-860. If a Seller wishes to add a generator to
this table, they will be able to do so by requesting an Asset ID.
    233. In response to EEI and FMP's requests for clarification on the
gen_assets table and why it must exist separately from the
entities_genassets table, we note that the tables serve different
purposes. The gen_assets table will contain basic, descriptive
information about each generation asset in the database, while the
entities_genassets table will allow Sellers to identify their
relationships with such assets. Many Sellers can have a relationship
with the same generation asset; however, each Seller will have a
different relationship with that asset. For example, two Sellers may
attribute different amounts of capacity to themselves for market power
purposes, use a different de-rating methodology, or pseudo-tie the
energy to a different market/balancing authority area. Because these
attributes are unique to a specific Seller, it is preferable to capture
the relationship-specific information on a separate table.
    234. As noted above, we have removed the requirement to provide
certain information (e.g., in-service dates) given that the Commission
will be able to access that information either from EIA or through the
pre-submission process Sellers will use to identify and obtain FERC
Asset IDs for generators that are not part of the EIA database.
Further, we have removed the field for flagging whether information
submitted on a generation asset as public or non-public. As noted
elsewhere, all information in this database will be considered public.

G. MBR Information Tables

    235. The NOPR data dictionary MBR Information tables were a
collection of similar tables designed to accommodate the reporting of
up-to-date records of current MBR authorizations and related details
for all Sellers. They included tables for MBR Authorization

Information, Category Status by Region, Mitigations, Self-Limited MBR
Authorization, Ancillary Services Authorization, and Operating Reserves
Authorization.
1. Comments
    236. EEI and FMP state that the Commission should consider deleting
information already included in MBR Tariffs so as not to collect the
same data twice. They also state that the Commission maintains a
spreadsheet on the Commissions' website with information that includes
much of the information included in the MBR Authorization Information
table, and therefore, submitting that information is unnecessary.
    237. GE suggests that the Commission set a default of `no such
authorization' for every participant with regard to the operating
reserves market-based rate authorization. Since this authorization is
relatively rare, only those participants so authorized would be
required to submit information for this table. EEI agrees with GE and
recommends renaming the table to indicate the optionality.\312\
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    \312\ GE at 29; EEI at DD Appendix 9-16.
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    238. EEI also recommends renaming the Self-Limited MBR
Authorization table similarly. Regarding specific fields, Designated
Companies request that the Commission clarify which docket number
should be used for the Authorization Docket Number Field.\313\ EEI asks
why multiple LEIs should not be allowed for the Filer LEI in the same
table.\314\
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    \313\ Designated Companies at DD Appendix 19.
    \314\ EEI at DD Appendix 13.
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2. Commission Determination
    239. We determine that, while aspects of these tables duplicate
information contained in market-based rate tariffs, the inclusion of
this data herein is critical to the success of moving market-based rate
information into database form. Submitting this information in tabular
form is largely a one-time effort that will make the information more
accessible to all parties and avoids potential errors from staff
inputting this information. The information contained in these tables,
such as the regions where certain activities are authorized, constitute
key inputs in the analysis of a market-based rate filing. When
integrated into the relational database, this information provides
access to crucial threshold-level determinants regarding the
applicability of an analysis. We believe the analytical benefits
resulting from including threshold information about a Seller's market-
based rate authority in the relational database outweigh the burden.
    240. Similarly, we determine that the data in the
mbr_authorizations table needs to be included in the relational
database. The spreadsheet on the Commission's website to which EEI and
FMP refer is not automatically generated or updated.\315\ Rather, it is
a staff-generated product that relies on information from orders,
requires frequent updates, and can easily become out-of-date. The
mbr_authorizations table both integrates relevant descriptive data into
the relational database and provides a source to automate the
production of the spreadsheet that EEI and FMP cite. We further clarify
that the appropriate docket number to use for the Docket Number field
on the mbr_authorizations table is the docket number under which the
filing entity, or its predecessor company, was first granted market-
based rate authorization.\316\ Further, we note that in the event of a
conflict between the Commission-accepted market-based rate tariff and
the information submitted to the relational database, the language in
the tariff takes precedence.
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    \315\ Id. at DD Appendix 9-16; FMP DD Appendix 9.
    \316\ That is, a Seller should not provide the docket number
where it succeeded the market-based rate tariff of another Seller.
Rather, it should provide the first docket number under which that
tariff received market-based rate authorization.
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    241. While we retain most of the MBR Information Tables set forth
in the NOPR data dictionary, we are eliminating the Ancillary Services
Authorization table because we do not find it necessary to have this
information in the relational database.
    242. Regarding the mbr_self_limitations and the
mbr_operating_reserves tables, we recognize that not every Seller will
have information relevant to these tables and clarify that these tables
should only be submitted if that information relevant. We do not adopt
EEI's recommendation that we rename these tables to reflect reporting
optionality. Table names exist as a high-level description of the
information contained in the table not policies about who is required
to report the information.
    243. EEI's proposal to submit multiple LEIs is addressed in the
section on Submission on Behalf of Multiple Entities.
    244. We have added date fields to the mbr_cat_status,
mbr_mitigations, mbr_self_limitations, and mbr_operating_reserves
tables. Sellers will populate these fields with the effective date of
the tariff, or tariff revision, when the Commission accepted the
provision. Including these dates will ensure that the Commission can
accurately understand the status of Sellers at any given point of time.
Existing Sellers may use January 1, 2020 as the default date for the
effective date fields when making their baseline submissions.\317\
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    \317\ We note that Sellers may not use this default date to
populate the authorization_effective_date field in the
mbr_authorization table. As explained above, each Seller must
provide the docket number under which the filing entity, or its
predecessor company, was first granted market-based rate
authorization. This information is easily discoverable through the
spreadsheet list of Sellers currently published on the Commission's
website.
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H. PPAs Table

    245. The NOPR data dictionary ppa_table was designed to accommodate
the reporting of information on long-term firm power purchases and
sales agreements.
1. Comments
    246. GE, FMP and EEI comment that the NOPR data dictionary includes
fields that were not explained or justified in the NOPR, such as
Source/Sinks and Keys and Types.\318\ EEI and FMP state that these
fields should be eliminated, and if they are retained that the NOPR
should be reissued with discussion of additional burden regarding
collection of this information and an explanation as to why it is
needed.\319\ GE asks that the Commission clarify which point should be
captured as the sink for contracts used as hedges that may specify
different delivery and settlement pricing points.
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    \318\ EEI at DD Appendix 16-17; FMP at DD Appendix at 15; GE at
29.
    \319\ EEI at DD Appendix 16-17; FMP at DD Appendix at 15; GE at
29.
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    247. Berkshire recommends that the Date of Last Change/Amendment
field be removed because it is already reported by Sellers in EQR.\320\
Similarly, Manitoba Hydro recommends eliminating the contractual
details field because it is far too open to interpretation, therefore
burdensome to report, and ultimately will not serve the Commission's
objectives because information entered therein will be inconsistent and
unusable.\321\ Commenters also request further information on how the
multi-lateral contract identifier should be used \322\ and what should
be reported in the Source Key and Sink Key fields.\323\
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    \320\ Berkshire at 17.
    \321\ Manitoba Hydro at 5-6.
    \322\ EEI at DD Appendix 18; FMP at DD Appendix 15.
    \323\ Designated Companies at 21-23.
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    248. GE notes that in regards to contracts reported in the EQR, the
Commission has clarified that only

material changes to contracts should trigger updates, whereas the PPAs
table seeks the date of last change to a contract regardless of
materiality. Berkshire recommends that an amendment date only be
required of sellers when reporting contracts in EQR, and not required
as an element of reporting power purchase agreements in market-based
rate filings. Commenters also suggest clarifying or eliminating date
signed field because there may be many signatures over many days.\324\
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    \324\ EEI at DD Appendix 18; FMP at DD Appendix 15.
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2. Commission Determination
    249. We have revised and clarified the PPA table in response to
comments and have implemented other changes to provide clarity. Since
this table captures the relationship of an entity to a particular PPA,
we are re-naming the table as the entities_to_ppas table. The entity
associated with the PPA will be the Seller or the Seller's non-market-
based rate affiliate, as reflected in the new reference fields. Where
the Seller is reporting its own PPA, it should not provide its own
identifier, and the Commission will assume that it is reporting its own
PPA. Where the PPA reference is to a non-market-based rate affiliate,
the reporting entity must enter either a CID, LEI, or a FERC generated
ID.\325\ Additional changes to the way Sellers will report their PPAs
are discussed above in the Asset Appendix section.
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    \325\ As noted elsewhere, the identifiers in order of preference
are CID, LEI and FERC generated ID.
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    250. In response to GE and Berkshire's comments regarding the date
of last change field and materiality, we clarify that the date of last
change field should only be populated when making a required update to
a previously submitted PPA and we will not adopt a materiality
threshold as GE suggests.\326\ Required updates to a PPA include any
change to the information that Sellers have previously submitted or
required information in regard to that PPA. Because we are gathering
only the basic information necessary to understand a PPA, changes to
any of the fields will be considered material. Further, if a Seller
makes a submission to update the amount field of a PPA, but fails to
provide information on the date of last change the information in the
relational database may become unclear or incorrect.
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    \326\ We have renamed this field ``Date_of_last_change.''
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    251. We accept commenters' recommendations that we drop the date
signed field. Upon consideration, we do not believe this field will
provide the Commission with information essential to the market power
analysis.
    252. We have replaced the source and sink key fields with source
and sink balancing authority area fields, respectively. Sellers will
populate these fields with the foreign key that corresponds to the
appropriate market/balancing authority area.\327\
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    \327\ Similar to EQR reporting, Sellers will be able to choose
``Hub'' as the Source or Sink. Accordingly, we have added
source_baa_hub and sink_baa_hub fields that Sellers will use to
indicate which Hub, when the Source or Sink is a Hub.
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I. Indicative Screens Tables

    253. The NOPR data dictionary Indicative Screens tables were
designed to accommodate the reporting of the same content as what is
reported now in market-based rate filings, but, instead of being
submitted as a workable electronic spreadsheet, the information is
formatted to be loaded and maintained in a relational database.
1. Comments
    254. EEI comments that the tables should allow the entry of
multiple identifiers to associate a screen with multiple filers.\328\
GE prefers the Excel template currently used for submitting this
information because conversion into a new format introduces the
potential for error.\329\
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    \328\ EEI at DD Appendix 21
    \329\ GE at 30-31.
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2. Commission Determination
    255. We have not modified the Indicative Screen tables to allow the
entry of multiple identifiers to associate a screen with multiple
filers. However, we clarify in response to comments that when multiple
Sellers are on a filing that requires indicative screens, only one
Seller needs to submit the indicative screens into the relational
database. As noted above, each screen will receive a serial number that
the Sellers can refer to in their filing. We further address EEI's
multiple identifier request below, in the section on Submitting on
Behalf of Multiple Entities.
    256. Additionally, we have updated the Indicative Screens tables to