Commissioner Allison Clements Statement
July 29, 2021
Docket No. ER20-2308-000
I write separately because the Majority Order misinterprets the PJM Consolidated Transmission Owners Agreement (CTOA) in a manner that inappropriately constrains the Commission’s authority to ensure cost effective, holistic transmission system planning in the PJM region.
While I concur with the judgment to affirm the rejection of the Joint Stakeholders’ end of life planning proposal, I do so on narrower grounds than the Majority Order. Rejection is warranted only because Joint Stakeholders painted with too broad a brush, advancing an amendment to the PJM Operating Agreement that would require PJM to plan for both regional and certain local EOL Projects (as described further below). While the CTOA clearly grants authority to PJM to plan for regional EOL Projects, it is ambiguous with regard to local EOL Projects. The extrinsic evidence discussed in the Majority Order supports a determination that the CTOA preserves the authority of individual PJM Transmission Owners to plan for local facilities, but does not support a similar preservation of authority with regard to regional facilities.
The CTOA unambiguously grants PJM authority to plan for regional transmission facilities that address end-of-life planning needs, once an individual transmission owner has decided to retire a Transmission Facility
The CTOA structure involves the grant by PJM Transmission Owners of certain authorities to PJM. In so granting, the CTOA provides that “[r]ights not specifically transferred by the Parties to PJM pursuant to this Agreement or any other agreement are expressly reserved by the Parties.” Beyond this general reservation of authorities not granted, the contract also reserves certain rights of the PJM Transmission Owners. The task before us is therefore first to determine whether planning for EOL Projects falls within the contract’s affirmative grant of authority to PJM, and second to assess whether it was expressly reserved. As explained below, planning for EOL Projects that have demonstrable regional benefits falls comfortably within the scope of authority granted to PJM, and is not otherwise reserved.
The CTOA delegates to PJM the responsibility to administer a regional transmission planning process, granting PJM authority to plan “for the expansion and enhancement of transmission facilities.” EOL Projects with regional benefits enhance the regional transmission system, and therefore fall within this grant of authority.
For EOL Projects that do not expand the transmission system, the question whether sections 6.3.3 and 6.3.4 of the CTOA grant authority to PJM turns on the meaning of “enhancement.” The Majority Order paraphrases Joint Stakeholders’ dictionary definition of “enhancement” as something that improves the “value, longevity, and reliability” of the transmission system. Under a plain language interpretation, then, EOL Projects that so improve the regional transmission system constitute enhancements. Contrary to common rules of contract interpretation, however, the Majority Order adopts an alternate interpretation, which essentially reads “expansion and enhancement” to mean “expansion.” While the Majority Order claims that confining “enhancement” to projects that increase transmission capacity is consistent with the dictionary definition of “heightened” or “increased”, there are no contractual cues to suggest that capacity is the only type of “increase” contemplated. As Joint Stakeholders explain, EOL Projects increase the value, longevity, and reliability of the system. The fact that the CTOA specifies “enhancement” in addition to “expansion” makes clear that capacity expansions are not the only type of project subsumed within PJM’s regional transmission planning responsibilities, which are inclusive of these types of improvements as well.
The order suggests that the phrase “expansion and enhancement” may be a term of art meaning only “expansion,” but offers no support for this claim. If anything, use of the term by industry suggests a different meaning. PJM transmission owners have themselves used the phrase to describe end of life projects that do not expand grid capacity. Nor must the terms “expansion” and “enhancement” be mutually exclusive to support an interpretation of the CTOA that gives “enhancement” meaning. Rather, there need only be some enhancements that are not expansions, which accords with the natural meaning of both words.
Further, interpreting “enhancement” consistent with its dictionary definition would not “nullif[y] the reservation of rights by the PJM Transmission Owners,” as the Majority claims. PJM Transmission Owners’ express reservation of the right to “maintain” their facilities ensures that individual transmission owners would retain the right to carry out equipment upgrades that increase a facility’s useful life or otherwise enhance the system, so long as such activities truly constitute “maintenance” (as discussed below). The effect of the interlocking provisions (granting PJM authority over “enhancements” while reserving the TOs’ right to “maintain” facilities) is to ensure that PJM has authority over regional EOL Projects and other new projects that enhance the system, while reserving authority over maintenance activities that preserve but enhance existing infrastructure.
Nor does the fact that the CTOA delegates only authority “specifically transferred” to PJM compel a narrower reading, as Commissioner Danly suggests. EOL Projects fall comfortably within the dictionary definition of “enhancement,” so the term need not be “stretched” to include them. Commissioner Danly’s suggestion that each specific type of facility that PJM may plan for must be separately delineated in the CTOA does not comport with the high-level nature of rights and responsibilities delegated to PJM in Article 6 of the agreement, as compared to PJM’s detailed and comprehensive set of responsibilities in the Operating Agreement and Tariff. An approach that confined the CTOA’s grant of authority to only those powers enumerated in detail (across a mere handful of partial pages) would hobble PJM in carrying out the substantial duties of an RTO as set forth in Order No. 2000.
The Majority Order also continues to rely on the December 2020 Order’s assessment of the California Orders to support its interpretation. The December 2020 Order found persuasive the Commission’s prior conclusion that the requirements of Order No. 890 should not apply to a project so long as it “result[s] in only an ‘incidental increase in transmission capacity.’” However, the logic of those orders was that Order No. 890 applies only to grid expansions. Using these orders, as the Majority Order does, to control the meaning of “expansion and enhancement” under the CTOA is therefore inapposite.
Far more persuasive is the use of “expansion and enhancement” by PJM and its Transmission Owners in other contexts. The PJM Operating Agreement defines Supplemental Projects, a category that includes EOL Projects, as any “transmission expansion or enhancement that is not required for compliance with . . . system reliability, operational performance or economic criteria.” The parties to that agreement thus clearly contemplate that EOL Projects do constitute expansions or enhancements. And the PJM Transmission Owners have mirrored this interpretation in a document for which they are unilaterally responsible. The PJM Transmission Owners Attachment M-3 Process Guidelines state that “[t]ransmission expansions or enhancements that replace facilities that are near or at the end of their useful lives is a primary focus of the Supplemental Project driver Equipment Material Condition, Performance, and Risk.” Therefore, by the PJM Transmission Owners’ own admission, EOL Projects constitute “enhancements.” This recognition by PJM Transmission Owners themselves removes any doubt that the CTOA does not arbitrarily confine the word “enhancement” to capacity improvements, and instead contemplates projects that improve the transmission system in other ways beyond capacity expansion.
The CTOA’s reservation of Transmission Owner rights to “maintain” and “retire” facilities does not bar PJM from planning EOL Projects
The CTOA includes no preservation of authority for Transmission Owners with regard to projects that replace retiring facilities. It states that individual transmission owners shall each “maintain” their respective Transmission Facilities, and preserves individual transmission owner rights to “retire” Transmission Facilities. But planning for new facilities once a retirement decision has been made constitutes neither of these activities.
Indeed, Indicated PJM Transmission Owners’ bald assertion that building entirely new facilities to replace old ones constitutes “maintenance” runs directly contrary to the term’s dictionary definition, not to mention common sense. As Merriam-Webster explains, to maintain is to “keep in an existing state” or “preserve from failure or decline.” When a decision is made to retire and replace something, the act of preservation ends. When a driver sends an old car to the junkyard and buys a new one, no reasonable person would ever say such an action is “maintenance” of the junked car, even if the new car is the same or a similar model.
The Majority Order states that “maintain” should be read to include asset replacement because such decisions are part of the “continuum of maintenance,” just as “the owner of an automobile may decide to replace the vehicle rather than perform ever-expensive maintenance.” This rather farcical concept stretches the term “maintain” well past its breaking point, even in the Majority Order’s own language. There, replacement is an action that might be taken instead of “ever-expensive maintenance” and is thus a distinct concept.
Similarly, references to the term “asset management” are unavailing. “Asset management” is a term introduced by the Commission in the California Orders, which significantly post-dated the negotiation of the CTOA. Those orders’ conclusion that Order No. 890 does not apply to “asset management” does not control the interpretation of the CTOA because the term does not once appear in the document. Because the CTOA refers to a transmission owner’s rights to “maintain” facilities, whether or not planning replacement facilities is part and parcel of “asset management” is beside the point. If anything, the decision to preserve Transmission Owner rights to “maintain” rather than “conduct asset management” suggests a narrower preservation of rights in the CTOA.
Nor does the CTOA’s preservation of transmission owner rights to “retire” facilities bar the Joint Stakeholders’ proposed delegation of authority. The Joint Stakeholder proposal scrupulously avoids giving PJM authority to direct retirement of a Transmission Facility. Those decisions remain firmly in the hands of individual Transmission Owners. The Majority Order reasons that “planning for ‘retirement’ can reasonably be viewed as including consideration of EOL Projects given that the decision of when and how to retire a facility is a central component of consideration of EOL Projects.” This logic has multiple fallacies. First, the CTOA does not preserve a transmission owner’s right to “plan” for replacement needs, it preserves a right to “retire” facilities. Second, a given facility retirement may or may not require replacement. Even where replacement is required, planning considerations regarding how a facility should be replaced go well beyond the decision to retire. In simple terms, the Majority Order misreads the CTOA because “retirement” and “replacement” are distinct actions. The CTOA explicitly reserves individual transmission owner rights to “retire” facilities but does not preserve their rights to “replace” facilities. To the contrary, for facilities included in the regional plan, the CTOA quite clearly delegates the planning of new Transmission Facilities to PJM.
The CTOA’s text, the context in which it was signed, and the conduct of the parties support a contract interpretation where PJM’s authority to plan EOL Projects turns on whether they have regional benefits
While the CTOA is unambiguous in delegating authority to PJM over EOL Projects that, due to their regional benefits, would naturally be included within the regional plan, it is less clear with regard to local projects without regional benefits that may thus be reasonably be excluded from the RTEP due to factors unrelated to EOL status. The context in which the CTOA was signed and subsequent conduct of the Parties support an interpretation of the CTOA that grants PJM authority over EOL Projects that have regional benefits but reserves the rights of individual PJM Transmission Owners to plan for local EOL Projects.
CTOA language and context
It is at least arguable that local EOL Projects without material regional benefits are not within the scope of PJM’s delegated responsibilities under section 6.3 of the CTOA because local projects do not necessarily fit within the regional planning process described therein. The CTOA directs PJM to prepare a “Regional” transmission plan. The CTOA was negotiated at a time many transmission owners had already joined RTOs, and the developing practice of and distinction between regional and local planning was soon enshrined in Order No. 890. That order found that “RTO planning processes may focus principally on regional problems and solutions, not local planning issues that may be addressed by individual transmission owners.” This general framework was later reflected, of course, in the Commission’s landmark regional planning order, Order No. 1000, which differentiates between local and regional transmission projects and notes that local projects may be “rolled up” for inclusion in a regional plan.
While Joint Stakeholders assert that their proposal only refers to regional EOL Projects and not local ones because it applies to “Transmission Facilities” as defined in the PJM Operating Agreement, that term is sufficiently broad so as to encompass many projects that were likely seen as “local” in terms of the existing regional/local planning processes dichotomy present at the time. “Transmission Facilities” refers broadly to projects “integrated with the PJM Region transmission system and integrated into the planning and operation of the PJM Region,” a term that in practice includes many facilities located in an individual utility zone which may not have sufficient regional benefits so as to necessitate regional cost allocation.
Also relevant is that the agreement was negotiated in the years after the Commission’s promulgation of Order No. 2000, which encouraged the formation of Regional Transmission Organizations and set forth minimum criteria that they must meet. Order No. 2000 states that an “RTO must have ultimate responsibility for both transmission planning and expansion within its region.” As formalized in the Commission’s regulations, a “Regional Transmission Organization must be responsible for planning, and for directing or arranging, necessary transmission expansions, additions, and upgrades….” The term “upgrade” has a similar definition to “enhancement” and is reasonably read to include EOL Projects. Therefore, it would have been justifiable for the Parties to the CTOA to believe at the time the contract was entered into that they were required to delegate responsibility for planning regional EOL Projects to PJM. The fact that PJM and its Transmission Owners have subsequently sought to erode this RTO responsibility is unsurprising, but does little to illuminate the contract’s meaning.
The conduct of the Parties does not provide a basis for concluding that the CTOA was not intended to vest PJM with authority to plan regional EOL Projects, but it does support an interpretation that local EOL Planning was not included within PJM’s delegated responsibilities
The Majority Order places great weight on the conduct of the parties since signing the CTOA, pursuant to which individual PJM Transmission Owners have assumed responsibility for planning Supplemental Projects (a broader category which includes EOL Projects), while delegating responsibility to PJM for various types of projects that receive regional cost allocation. Yet, with the exception that truly local projects that do not have substantial regional benefits have not been delegated to PJM, there has been little governing principle behind which projects have been vested to PJM to plan and which have been left to individual PJM Transmission Owners. Instead, as observed by Joint Stakeholders, circular reasoning has dictated which projects are included or not included in the regional plan. The arguments of PJM and its Transmission Owners have generally boiled down to “Supplemental Projects are reserved to individual Transmission Owners because the Operating Agreement defines them as local, whereas other projects are vested to PJM to plan because the Operating Agreement defines them as regional.”
Supplemental Projects are defined in the Operating Agreement as any “transmission expansion or enhancement that is not required for compliance with . . . system reliability, operational performance or economic criteria.” Yet the Transmission Owners have wide discretion to either establish or decline to establish planning criteria for any given type of project. In other words, projects have been preserved for individual transmission owner authority, or else delegated to PJM for planning, simply because an individual transmission owner has said so. This dynamic is illustrated by EOL Projects. While it is hard to imagine an EOL Project that is not driven by reliability, operational performance, or economic considerations, such projects may be included within the Supplemental Project category. In practice, Supplemental Projects are built to satisfy all types of needs, at all types of voltage thresholds. While they tend to be smaller than regionally planned PJM projects, many Supplemental Projects at or above 230 kV have been put forward in recent years, including multiple 765 kV projects. At the same time, some EOL Projects have been planned by PJM. The fact that PJM Transmission Owners have asserted authority over a relatively arbitrary grab bag of projects provides little insight into the meaning of the CTOA. If anything, it illustrates that PJM’s authority extends to planning of projects so long as they are driven by “criteria.” It is worth noting that a key element of the Joint Stakeholder proposal would “require Transmission Owners to develop an EOL Program, including criteria, for facilities approaching end of life status.”
Today’s decision is highly consequential because PJM’s transmission system is aging such that EOL Projects may be a significant fraction of future new infrastructure projects. Supplemental Projects planned by individual PJM Transmission Owners made up a significant amount of transmission system spending in recent years, representing over $10 billion in spending across 2018 and 2019, versus $3.5 billion in spending on regionally-planned baseline projects during the same period. Roughly three quarters of Supplemental Projects since 2014 have been justified at least “in part by the need to address ‘equipment material condition’ of the transmission facilities as they reach their end of life.” At the same time, the grid mix is rapidly changing. As my joint concurrence with Chairman Glick on this month’s Advanced Notice of Proposed Rulemaking on transmission planning and interconnection reform discusses, given these changes, simply rebuilding the system of the past will not cost-effectively meet future needs. It will result in a system that is either more costly, less reliable, or both.
Yet the result of the Majority Order, pursuant to which the PJM Transmission Owners retain authority over even regional EOL Projects so long as they plan to exactly replace those facilities, is perverse. Holistically assessing system needs and considering design expansion or modifications in a manner that ensures customers avoid overpaying requires PJM to have what the CTOA confers upon it: the responsibility to plan for grid expansion and enhancement involving regional benefits. As Johannes Pfeifenberger and Michael Hagerty of The Brattle Group persuasively argue in an affidavit on behalf of LS Power, an approach by which individual transmission owners plan and replace most facilities at their end of life “results in missed opportunities to implement more regionally-optimized transmission solutions and to provide higher value in terms of the EOL upgrade projects’ reliability, market-efficiency, operational performance, public policy, and combined ‘multi-driver’ benefits.”
The risks of cost overruns under the current framework are particularly acute given the poor match of authority the Majority Order sets up between individual transmission owner control of regional EOL Project planning decisions and the regional benefits they create. Evaluating such a Supplemental Project spending decision, the Court of Appeals for the D.C. Circuit in Old Dominion Electric Cooperative v. FERC recently concluded that “the cost-causation principle prevents regionally beneficial projects from being arbitrarily excluded from cost sharing—a necessary corollary to ensuring that the costs of such projects are allocated commensurate with their benefits.” Thus, while the Majority Order fails to address Joint Stakeholders’ arguments regarding cost causation, it sets up a framework where likely the only pathway for compliance with the ODEC decision will be for regional EOL Projects planned by individual local utilities to be regionally cost allocated. This presents a significant concern that individual utilities may impose costs on other market participants without adequate oversight, and without an eye toward the best interests of customers across the PJM region.
Today’s missed opportunity is especially regrettable considering the use of existing rights-of-way has low environmental impacts and reduces transmission siting concerns and controversies. These relatively scarce rights-of-way represent some of the best opportunities to expand the transmission system and should be maximized, not reserved for transmission owner-driven EOL Projects that are individually likely to represent suboptimal investment outcomes and collectively represent a real risk to customers and the ability to effectively facilitate the changing resource mix.
Recognizing the significant potential benefits of more holistic regional planning of EOL Projects, it is unsurprising that the Joint Stakeholder proposal found super-majority support, while the alternative Transmission Owner proposal mustered virtually no backing beyond PJM Transmission Owners themselves. But more holistic regional planning is not just good for customers, it also provides opportunities for Transmission Owners to partner in the effective build out of PJM’s system, as envisioned by Order No. 1000. As we start down a new path of transmission planning reform, transmission owners have the chance to embrace that opportunity, in concert with PJM and customers, towards a system that ensures reliability and resilience while facilitating a changing resource mix at lowest cost.
While transmission planning reform can and must continue to better ensure the development of a grid that cost effectively serves customers, today’s order is unfortunately a step in the wrong direction at a time when more holistic, forward-looking transmission planning is desperately needed.
 This difference in authority would likely prove to be highly significant. See LSP Transmission Holdings II, LLC (LS Power) July 23, 2020 Comments, Ex. 1 at 6:16-19 [hereinafter Brattle Affidavit] (“Because of this interconnected and intertwined nature of PJM’s transmission owners, many of the PJM-controlled EOL transmission facilities are likely to have a significant impact on neighboring transmission zones and, thus, provide regional benefits in addition to their local functions.”).
 See PJM, Rate Scheds., 5.6 TOA-42, Article 5 Parties’ Retailed Rights (0.0.0), TOA-42, 5.6 Reservation of Rights (0.0.0).
 As explained in Section II, it is ambiguous whether the affirmative grant of authority extends to local EOL Projects, but extrinsic evidence suggests that such authority was not granted.
 See PJM, Rate Scheds., 6.3.3, TOA-42, 6.3.3 (0.0.0).
 See id., 6.3.4 (0.0.0).
 Majority Order at P 23 (citing Request for Rehearing at 25).
 See, e.g. United States ex rel. Schneider v. J.P. Morgan Chase Bank, N.A., 224 F. Supp. 3d 48, 57 (D.D.C. 2016), aff’d and remanded sub nom. United States ex rel. Schneider v. JPMorgan Chase Bank, Nat’l Ass’n, 878 F.3d 309 (D.C. Cir. 2017) (“Agreements, like statutes, should be read to avoid surplusage where possible.”).
 The Majority Order claims to interpret the phrase “expansion and enhancement” as referring to “projects that modify or revise the [transmission system] itself.” Majority Order at P 21 (quoting PJM Interconnection, L.L.C., 173 FERC ¶ 61,225, at P 22 (2020) [hereinafter Attachment M-3 Revisions Filing Rehearing Order]). This assertion is puzzling, because improvements to the transmission system’s value, longevity, and reliability do modify or revise the grid. The Attachment M-3 Revisions Filing Rehearing Order cited by the Commission suggests that the intended meaning is to confine enhancements to projects that entail an “increase in transmission capacity.” Attachment M-3 Revisions Filing Rehearing Order, 173 FERC ¶ 61,225 at P 22 (emphasis omitted). See also PJM Interconnection, L.L.C., 173 FERC ¶ 61,242, at P 54 (2020) [hereinafter December 2020 Order] (finding that a project that “involves only an incidental increase in transmission capacity, does not involve expansion or enhancement of the regional transmission system”). It therefore does equate “enhancement” to “expansion,” inappropriately reading the term out of the contract.
 Majority Order at P 22.
 Id. at P 21.
 See infra P 10.
 Contra Majority Order at P 21 (suggesting that Joint Stakeholders’ position implies that the terms must be mutually exclusive).
 Id. at P 23.
 The Majority Order also asserts that this interpretation would “infringe on PJM Transmission Owners’ right to plan asset management projects.” Id. However, as discussed below, no such right is reserved in the CTOA. Infra P 14. The fact that such projects “often will increase the value, longevity, and reliability of existing infrastructure,” Majority Order at 23, is evidence that these projects enhance the PJM system and therefore fall within PJM’s delegated responsibilities under section 6.3 of the CTOA.
 See Comm’r Danly Concurrence at PP 2-3, 5 (quoting PJM, Rate Scheds., 5.6 TOA-42, Article 5 Parties’ Retailed Rights (0.0.0), TOA-42, 5.6 Reservation of Rights (0.0.0)).
 So. Cal. Edison Co., 164 FERC ¶ 61,160 (2018); Cal. Pub. Util. Comm’n., 164 FERC ¶ 61,161 (2018).
 See Majority Order at P 36.
 December 2020 Order, 173 FERC ¶ 61,242 at P 56 (quoting So. Cal. Edison Co., 164 FERC ¶ 61,160 at P 33; Cal. Pub. Util. Comm’n., 164 FERC ¶ 61,161 at P 68).
 See So. Cal. Edison Co., 164 FERC ¶ 61,160 at P 31 (“[T]he transmission planning reforms that the Commission adopted in Order No. 890 were intended to address concerns regarding undue discrimination in grid expansion.”); Cal. Pub. Util. Comm’n., 164 FERC ¶ 61,161 at P 66 (same).
 PJM, Intra-PJM Tariffs, Operating Agreement, Section 1, Definitions S-T (17.0.0) (emphasis added).
 PJM Transmission Owners, Attachment M-3 Process Guidelines § 2.2.2 (2019) (emphasis added), https://www.pjm.com/-/media/committees-groups/committees/pc/20191011-special-m3/20191011-item-03b-guidelines-for-supplemental-project-planning-process.ashx.
 Contrary to the Majority Order’s assertion, the PJM Operating Agreement and PJM Transmission Owners Attachment M-3 Process Guidelines constitute extrinsic evidence inconsistent with its reading of the CTOA, as these documents demonstrate that the Transmission Owners contemplated EOL Projects in their understanding of transmission system expansions and enhancements. See Majority Order at n. 55.
 PJM, Rate Scheds., 4.5, TOA-42, 4.5, Operation and Maintenance (1.0.0).
 Id., 5.2, Facility Rights (1.0.0).
 Maintain, Merriam-Webster, https://www.merriam-webster.com/dictionary/maintain
 See Request for Rehearing at 20.
 See Majority Order at P 24, n. 77.
 Similar logic could twist nearly any term beyond its true meaning. “Flying” could be interpreted as a subset of “jumping” because both are part of the “continuum of jumping.” Just as one might replace a project rather than electing to continue with ever-expensive maintenance, one might fly rather than jump to get to a destination. This arbitrary transmogrification of terms is not consistent with the Commission’s task of assessing the plain meaning of the CTOA.
 See So. Cal. Edison Co., 164 FERC ¶ 61,160 at P 14 (explaining that representatives of California transmission owners utilized the term “asset management” during the May 1, 2018 Technical Conference in the California Orders docket); Cal. Pub. Util. Comm’n., 164 FERC ¶ 61,161 at P 46 (same). See also Technical Conference Tr., Docket No. ER18-370, at 11:7 (Jeffrey Nelson) (filed May 22, 2018); Notice Inviting Post-Technical Comments, Docket No. ER18-370, at 1 (filed May 15, 2018) (“Technical conference participants used the terms ‘asset management’ and ‘asset management program’ during the technical conference. Please provide a definition for those terms when they are used to address or administer transmission capability.”)
 Compare PJM Interconnection, L.L.C., 114 FERC ¶ 61,283, at PP 1, 4 (2006) (stating that the CTOA was filed with the Commission on January 17, 2006 after extensive negotiations) with So. Cal. Edison Co., 164 FERC ¶ 61,160 (issued August 13, 2018) and Cal. Pub. Util. Comm’n., 164 FERC ¶ 61,161 (same).
 See So. Cal. Edison Co., 164 FERC ¶ 61,160 at P 30; Cal. Pub. Utils. Comm’n v. Pac. Gas & Elec. Co., 164 FERC ¶ 61,161 at P 71.
 Further, the California Orders were wrongly decided insofar as they failed to reckon with CAISO’s obligation to carry out the planning responsibilities set forth in Order No. 2000. See infra P 19. No party to the disputes resolved in the California Orders argued that Order No. 2000 compelled CAISO to take on the function of planning for EOL Projects.
 Majority Order at P 16. This same paragraph of the Majority Order reasons that “the terms ‘enhancement of transmission facilities,’ ‘maintain,’ and ‘retire’ can reasonably be read to reserve consideration of EOL Projects to the PJM Transmission Owners.” Id. But it gives no justification whatsoever for why the terms “enhance” and “maintain” should be interpreted in a manner contrary to their standard dictionary definitions.
 PJM, Rate Scheds., 5.2, TOA-42, 5.2, Facility Rights (1.0.0).
 PJM, Rate Scheds., 6.3.3, TOA-42, 6.3.3 (0.0.0); PJM, Rate Scheds., 6.3.3, TOA-42, 6.3.4 (0.0.0).
 While I differ with the Majority on the correct interpretation of the CTOA, I agree with the conclusion that Atlantic City need not be applied in this case. With regard to local EOL Projects, the determination that the CTOA does not clearly grant PJM authority to plan for such projects settles the matter. As the Majority Order states, “PJM cannot make a unilateral FPA section 205 filing to amend the CTOA to alter the delegation of rights and responsibilities between the PJM Transmission Owners and PJM.” Majority Order at P 31. Were Joint Stakeholders to refile a proposal that applied only to regional EOL Projects, Atlantic City would not control because the filing would fall under the scope of the section 205 authority that PJM Transmission Owners have delegated to PJM. Unlike the Majority Order, I draw no conclusions one way or another regarding the potential relevance of Atlantic City to section 205 filings that do not implicate rate design. Contra Majority Order at P 32.
 PJM, Rate Scheds., 6.3.3, TOA-42, 6.3.3 (0.0.0).
 Preventing Undue Discrimination & Preference in Transmission Service, Order No. 890, 118 FERC ¶ 61,119, at P 435 (2007), order on reh’g, Order No. 890-A, 121 FERC ¶ 61,297 (2007), order on reh’g, Order No. 890-B, 123 FERC ¶ 61,299 (2008), order on reh’g, Order No. 890-C, 126 FERC ¶ 61,228, order on clarification, Order No. 890-D, 129 FERC ¶ 61,126 (2009) (determining that “[i]n order to limit the opportunities for undue discrimination . . . and to ensure that comparable transmission service is provided by all public utility transmission providers, including RTOs and ISOs, the Commission concludes that it is necessary to amend the existing pro forma OATT to require coordinated, open, and transparent transmission planning on both a local and regional level.”).
 Id. at P 440.
 Transmission Planning & Cost Allocation by Transmission Owning & Operating Public Utilities, Order No. 1000, 136 FERC ¶ 61,051, at P 318 (2011), order on reh’g, Order No. 1000-A, 139 FERC ¶ 61,132, order on reh’g and clarification, Order No. 1000-B, 141 FERC ¶ 61,044 (2012), aff’d sub nom. S.C. Pub. Serv. Auth. v. FERC, 762 F.3d 41 (D.C. Cir. 2014) (“The Commission’s focus here is on the set of transmission facilities that are evaluated at the regional level and selected in the regional transmission plan for purposes of cost allocation. [I]n those regions relying on ‘bottom up’ local transmission planning, a transmission facility that is in a public utility transmission provider’s local transmission plan might be ‘rolled-up’ and listed in a regional transmission plan to facilitate analysis at the regional level. However, the transmission facility from the local transmission plan might not have been proposed in the regional transmission planning process and might not have been selected in the regional transmission plan for purposes of cost allocation by going through an analysis in the regional transmission planning process.”). Notably, projects replacing entire regional transmission facilities were not included within Order No. 1000’s description of local projects. See Order No. 1000-A, 139 FERC ¶ 61,132 at P 426 (defining “upgrade” as a “replacement of a part of, an existing transmission facility,” in contrast to a full replacement (“an entirely new facility”), thereby making clear that regional EOL Projects should be classified as new projects falling within Order No. 1000’s scope) (emphasis added).
 See Request for Rehearing at 22-23 (explaining that the proposal is confined to “Transmission Facilities”); PJM, Intra-PJM Tariffs, Operating Agreement, Section 1, Definitions S-T (17.0.0) (defining “Transmission Facilities”).
 See Indicated Transmission Owners, Feb. 5, 2021 Motion for Leave to Answer and Answer at 16 n. 52 (explaining the scope of the term “Transmission Facilities” under the Operating Agreement). Conversely, while PJM Transmission Owners may claim that the agreement is ambiguous because a Transmission Owner may unilaterally label a facility as “local” despite all contrary factors such as size and regional benefits, such a reading does not comport with the clear intent to grant PJM authority to prepare a regional plan at its own discretion. See infra n. 50.
 See Regional Transmission Organizations, Order No. 2000, FERC Stats. & Regs. ¶ 31,089, at 63-131 (1999) (cross-referenced at 89 FERC ¶ 61,285), order on reh’g, Order No. 2000-A, FERC Stats. & Regs. ¶ 31,092 (2000) (cross-referenced at 90 FERC ¶ 61,201), aff’d sub nom. Pub. Util. Dist. No. 1 v. FERC, 272 F.3d 607 (D.C. Cir. 2001).
 Order No. 2000, FERC Stats. & Regs. ¶ 31,089 at 199 (emphasis added).
 18 C.F.R. § 35.34(k)(7) (emphasis added).
 For example, Merriam-Webster defines upgrade as an “improvement,” which is something that “enhances value or excellence.” Upgrade, Merriam-Webster, https://www.merriam-webster.com/dictionary/upgrade; Improvement, Merriam-Webster, https://www.merriam-webster.com/dictionary/improvement. Upgrade can also be used as an intransitive verb: “to replace something . . . with a more useful version or alternative.” Upgrade, Merriam-Webster, https://www.merriam-webster.com/dictionary/upgrade.
 The Majority Order is correct that Order No. 2000 affords RTOs “considerable flexibility” is designing how they meet the core requirements of RTO designation. See Majority Order at P 39 (quoting Attachment M-3 Revisions Filing Rehearing Order, 173 FERC ¶ 61,225 at P 39 (quoting Order No. 2000, FERC Stats. & Regs. ¶ 31,089 at 31,163-64)). But such flexibility is not unlimited. In stating that RTOs must be responsible for certain functions, Order 2000 cannot possibly give RTOs the flexibility to absolve themselves entirely of responsibility for those functions, or else its minimum requirements would be meaningless.
 The CTOA was negotiated in the wake of Order 2000, which was issued in 1999. Contrary to the Majority Order’s claim, it sheds light on Transmission Owners’ understanding of planning responsibilities at the time of CTOA negotiation. See Majority Order at n. 116.
 Request for Rehearing at 19. To the extent prior Commission precedent has suggested that PJM’s Transmission Owners have near total discretion to dictate the scope of PJM’s planning responsibilities via the ability to declare without justification that certain projects are “local” despite all indicia to the contrary (such as regional benefits), I believe such precedent should be overruled. See, e.g., December 2020 Order, 173 FERC ¶ 61,242 at P 33 (quoting Monongahela Power Co., 164 FERC ¶ 61,217 at P 13 (“PJM Transmission Owners have primary responsibility for planning Supplemental Projects and, therefore, retain the filing rights to make modifications to these provisions”)); PJM Interconnection, L.L.C., 172 FERC ¶ 61,136, at P 86 (2020), order on reh’g, PJM Interconnection, L.L.C., 173 FERC ¶ 61,225, at PP 48-49 (2020) (Attachment M-3 Revisions Filing Rehearing Order) (finding an individual PJM Transmission Owner right to plan non-local EOL Supplemental Projects).
 PJM, Intra-PJM Tariffs, Operating Agreement, Section 1, Definitions S-T (17.0.0).
 See, e.g., PJM Interconnection, L.L.C., 172 FERC ¶ 61,136 at P 86 (“[A] PJM TO may voluntarily include end of life criteria in its Form No. 715”).
 See Attachment M-3 Revisions Filing Rehearing Order, 173 FERC ¶ 61,225, at P 59 (“[A] PJM Transmission Owner may choose not to include end of life criteria in its Form No. 715 in which case the transmission project will be planned under the Attachment M-3 Revisions.”).
 PJM, 2019 Project Statistics 16 (May 2020), https://www.pjm.com/~/media/committees-groups/committees/teac/2020/20200512/20200512-item-10-2019-project-statistics.ashx .
 See PJM Interconnection, L.L.C., 172 FERC ¶ 61,136 at P 19 (describing Form No. 715 EOL Planning Criteria); see, e.g., PJM Interconnection, L.L.C., 175 FERC ¶ 61,152, at P 18 (2021) (describing various EOL Projects that were initiated via Form No. 715 EOL Planning Criteria).
 While Supplemental Projects fall across a range of project types, a more consistent theme is that projects that do not have regional benefits have not been planned by PJM. Accordingly, in contrast to the more general “extrinsic evidence” discussed by the Majority Order, the fact that PJM has not planned projects without regional benefits is persuasive extrinsic evidence that such projects were not contemplated in the CTOA’s delegation of authority to prepare the RTEP.
 PJM July 2, 2020 Stakeholder Proposal Transmittal at 10.
 PJM, 2019 Project Statistics 3.
 See Brattle Affidavit at 7 (citing PJM, 2019 Project Statistics 6); Office of the Ohio Consumers’ Counsel, July 23, 2020, Comments at 4.
 Building for the Future Through Electric Regional Transmission Planning and Cost Allocation and Generator Interconnection, 176 FERC ¶ 61,024 (2021) (Glick, Chairman, Clements, Comm’r, concurring); see also Brattle Affidavit at 5, 6 (“approximately 20,000 MW of additional renewable capacity will be necessary by 2030 to achieve the  existing Renewable Portfolio Standards” in the PJM region, an amount that “will likely require between $6 billion and $12 billion of additional regional transmission investment.”).
 Brattle Affidavit at 3.
 See Majority Order at P 40.
 See Railroad Electrification Council, Comments, Docket No. RM20-10, at 3 (filed July 1, 2020).
 Brattle Affidavit at 7 (“The PJM footprint also includes many densely-populated areas in which the [rights-of-way] for new green-field transmission projects are very difficult to obtain.”).
 Request for Rehearing at 5-7.
 See Order No. 1000, 136 FERC ¶ 61,051 at P 148 (requiring the evaluation, “in consultation with stakeholders,” of “alternative transmission solutions that might meet the needs of the transmission planning region more efficiently or cost-effectively than solutions identified by individual public utility transmission providers”).
 Despite today’s order, PJM remains free to plan projects that “significantly increase the capacity of a transmission facility, rather than replace an existing transmission facility.” Majority Order at P 20. The Commission’s Advanced Notice of Proposed Rulemaking on transmission planning and interconnection reform seeks comment on transmission provider practices regarding retirement and replacement of transmission facilities. See Building for the Future Through Electric Regional Transmission Planning and Cost Allocation and Generator Interconnection, 176 FERC ¶ 61,024 at P 171 (2021) (Glick, Chairman, Clements, Comm’r, concurring).