EXHIBIT D-13
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OMNIBUS APPLICATION FOR THE APPROVAL OF NUMEROUS
AFFILIATED INTEREST AGREEMENTS BETWEEN
AMERICAN TRANSMISSION COMPANY LLC,
ATC MANAGEMENT INC., AND MEMBER UTILITIES
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APPLICANTS:
AMERICAN TRANSMISSION COMPANY LLC
ATC MANAGEMENT INC.
JOINT APPLICANTS:
MADISON GAS AND ELECTRIC COMPANY
WISCONSIN ELECTRIC POWER COMPANY
WISCONSIN POWER AND LIGHT COMPANY
WISCONSIN PUBLIC POWER INC.
WISCONSIN PUBLIC SERVICE CORP.
OCTOBER 3, 2000
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TABLE OF CONTENTS
PAGE
I. SUMMARY OF FILING........................................................1
A. Background Information..............................................1
B. Contents of this Affiliated-Interest Filing.........................2
C. Summary of Findings and Approvals Sought............................5
D. Timing of the Commission's Review, Findings and Approvals...........6
II. STATUTORY REQUIREMENTS FOR AFFILIATED INTERESTS..........................6
III. STANDARD AFFILIATED-INTEREST AGREEMENTS FOR WHICH COMMISSION
FINDINGS AND APPROVALS ARE SOUGHT........................................9
A. Approvals for the Affiliated-Interest Agreements between
American Transmission Company and Joint Applicants..................9
B. Special Findings for the Operation and Maintenance
Agreements For Transmission Facilities.............................11
IV. AFFILIATED-INTEREST AGREEMENTS SUBJECT TO FERC JURISDICITON.............12
A. Agreements Submitted to the FERC...................................12
B. Joint Power Supply Agreement.......................................14
V. AFFILIATED-INTEREST AGREEMENTS NOT REQUIRING APPROVAL UNDER THIS
FILING .................................................................15
A. Approvals Sought in the Companion Docket No. 137-NC-100............15
1. Agreements between Applicant and Joint Applicants.............15
2. Agreements between ATC LLC and CM.............................16
B. Interim Provision of Services to American Transmission
Company............................................................18
1. WEPCO's 1/1/87 Service Agreement with Its Affiliates..........18
2. Alliant Energy Corporate Services, Inc.'s "Service
Agreement - Non-Utility Companies"............................19
3. WPS Resources Corporation Master Affiliated-Interest
Agreement.....................................................19
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TABLE OF CONTENTS
(CONTINUED)
PAGE
4. MGE Interim Services Agreement with American
Transmission Company..........................................20
VI. CONCLUSION..............................................................20
VII. INDEX OF APPENDIX.......................................................21
A. Standard Affiliated-Interest Agreements for Which Approval
is Sought in This Affiliated-Interest Filing.......................21
B. Affiliated-Interest Agreements Subject to FERC Jurisdiction........23
C. Affiliated-Interest Agreements Not Requiring Approval Under
this Filing........................................................24
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I. SUMMARY OF FILING
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A. BACKGROUND INFORMATION.
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The primary docket for the formation American Transmission Company LLC
("ATC LLC") and ATC Management Inc. ("CM") (together "American Transmission
Company" or "Applicant") is Docket No. 137-NC-100: INVESTIGATION INTO THE
APPLICATION OF AMERICAN TRANSMISSION COMPANY LLC AND ATC MANAGEMENT INC., FOR
CERTIFICATION AS A TRANSMISSION COMPANY IN THE STATE OF WISCONSIN, AND INTO THE
JOINT APPLICATION FOR APPROVAL OF PROPERTY TRANSFERS AND INVESTMENTS FOR THE
CAPITALIZATION OF THE AMERICAN TRANSMISSION COMPANY LLC AND ATC MANAGEMENT INC.
("Comprehensive Docket"). In the Comprehensive Docket, Madison Gas and Electric
Company ("MGE"), Wisconsin Electric Power Company ("WEPCO"), Wisconsin Power and
Light Company ("WPL"), Wisconsin Public Power, Inc. ("WPPI"), and Wisconsin
Public Service Corporation ("WPS"), hereafter collectively referred to as
"Joint-Applicants," and Applicant submitted to the Public Service Commission of
Wisconsin ("Commission") an initial filing on August 18, 2000, and a
supplemental filing on September 26, 2000. (Applicant and Joint-Applicants are
collectively referred to as "Co-Applicants".) The application and supporting
materials submitted in the Comprehensive Docket are incorporated herein by
reference.
The Commission has established numerous dockets to review and approve the
affiliated interests of American Transmission Company. With the creation of
American Transmission Company under 1999 Wis. Act 9 ("Act 9"), the Commission
will see an increased number of affiliated-interest agreements. When utilities
were vertically integrated, agreements between the transmission owner and the
generators or distributors were unnecessary because one entity provided all
three functions. Under Act 9, the transmission owner--American Transmission
Company--has separated from the generators and distributors while remaining
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affiliated with some of those entities. With the separation of the transmission
function from the generation and distribution functions, agreements among the
parties have become necessary. Because the transmission owner remains affiliated
with some of the generators and distributors, the agreements among those
affiliated parties are considered affiliated-interest agreements that require
Commission approval under Wis. Stat. ss. 196.52.
B. CONTENTS OF THIS AFFILIATED-INTEREST FILING
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Co-Applicants 1 hereby submit this application and referenced materials
("Affiliated-Interest Filing"), all of which deal with affiliated-interest
agreements. This Omnibus Application is organized according to the following
three categories of agreements:
(1) Standard Affiliated-Interest Agreements Requiring Approval:
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Co-Applicants seek approval from the Commission pursuant to Wis.
Stat.ss. 196.52 for specified affiliated-interest agreements;2
(2) Affiliated-Interest Agreements Subject to FERC Jurisdiction:
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Co-Applicants have already submitted or will in the future submit
certain agreements to the Federal Energy Regulatory Commission
("FERC") for approval.3 As discussed below at pages 12-13 these
agreements may require Commission approval; and
(3) Affiliated-Interest Agreements Not Requiring Approval within this
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Filing: Co-Applicants list other affiliated-interest agreements
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that do not require Commission approval under this
Affiliated-Interest Docket either because they have been or will
be approved elsewhere or because they do not require Commission
approval.4
The Index of this filing is also organized according to these three categories.
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1 Though South Beloit Water, Gas and Electric Company, Edison Sault Electric
Company, Alliant Energy Corporation and Alliant Energy Corporate Services,
Inc., will be affiliates of American Transmission Company, they are not
"public utilities" under Wis. Stat.ss.196.01(5) and, therefore, do not need
to join as parties within this filing.
2 Index, pp. 20 to 22, Tabs 05-AE-102; 05-AE-103; 05-AE-104; X-1; X-2;
AECS-1; AECS-2; AECS-3; Alliant-1; Alliant-2; SB-1; and ES-1.
3 Index, p. 23, Tabs FERC-1; FERC-2; FERC-3; FERC-4, and FERC-5.
4 Index, pp. 24 to 25.
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The Commission has assigned the following ten dockets to the agreements
submitted under this Affiliated-Interest Filing:
05-AE-102
Application for Approval of Operation and Maintenance Agreements
between American Transmission Company LLC and Madison Gas & Electric
Company, Wisconsin Electric Power Company, Wisconsin Power and Light
Company, Wisconsin Public Service Corporation, and Edison Sault
Electric Company.
05-AE-103
Application for Approval of Transitional Services Agreements between
American Transmission Company LLC and Madison Gas & Electric Company,
Wisconsin Electric Power Company, Wisconsin Power and Light Company,
Wisconsin Public Service Corporation, Wisconsin Public Power, Inc.,
and Edison Sault Electric Company.
05-AE-104
Application for Approval of Pole-Attachment and Third-Party-Facilities
Agreements between American Transmission Company LLC and Madison Gas &
Electric Company, Wisconsin Electric Power Company, Wisconsin Power
and Light Company, Wisconsin Public Service Corporation, South Beloit
Water, Gas and Electric Company, and Edison Sault Electric Company.
05-AE-
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Application for Approval of the Contributor's Pole-Attachments,
Underbuild and Other Facilities Agreements between American
Transmission Company LLC and Madison Gas & Electric Company, Wisconsin
Electric Power Company, Wisconsin Power and Light Company, Wisconsin
Public Service Corporation, South Beloit Water, Gas and Electric
Company, and Edison Sault Electric Company.
05-AE-
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Application for Approval of the Forming-Party Agreement Regarding
System Operating Procedures between American Transmission Company LLC
and Madison Gas & Electric Company, Wisconsin Electric Power Company,
Wisconsin Power and Light Company, Wisconsin Public Service
Corporation, and Wisconsin Public Power, Inc.
05-AE-
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Application for Approval of numerous Affiliated-Interest Agreements
Subject to FERC Jurisdiction between American Transmission Company LLC
and Madison Gas & Electric Company, Wisconsin Electric Power Company,
Wisconsin Power and Light Company, and Wisconsin Public Service
Corporation, Wisconsin Public Power, Inc., South Beloit Water, Gas and
Electric Company, and Edison Sault Electric Company.
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137-AE-
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Application for Approval of Affiliated-Interest Agreements between
American Transmission Company LLC and Edison Sault Electric Company.
137-AE-
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Application for Approval of Affiliated-Interest Agreements between
American Transmission Company LLC and South Beloit Gas, Water and
Electric Company.
137-AE-
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Application for Approval of Affiliated-Interest Agreements between
American Transmission Company LLC and Alliant Energy Corporation.
137-AE-
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Application for Approval of Affiliated-Interest Agreements between ATC
LLC and Alliant Energy Corporate Services, Inc.
This Omnibus Application is attached only to the first docket, Docket No.
05-AE-102; however, the Omnibus Application is incorporated by reference into
the remaining nine dockets. The filing for each docket contains the following:
o Affiliated-interest agreement(s) submitted for approval under that
specific docket; and
o Cover letter signed by the parties of the agreement(s) requesting
approval from the Commission for the agreement(s) submitted.
Prior to execution, some of these agreements may be immaterially revised. Such
flexibility is required for customization. Though the form agreements may be
varied in minor ways to fit specific situations, they will be in substantially
the same form as the documents submitted to the Commission.
All affiliated-interest agreements that directly affect the operation of
the Transmission Facilities are included with this filing. These vital documents
are as follows:
o Operation and Maintenance Agreement;
o Transitional Services Agreement;
o Forming-Party Agreement Regarding System Operating Procedures;
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o Generation-Transmission Interconnection Agreement;
o Transmission -Distribution Interconnection Agreement;
o Network Operating Agreement; and
o Service Agreement for Network Integration Transmission Service.5
Co-Applicants consider all other documents to be peripheral to the operation of
the Transmission Facilities. Some of the peripheral documents listed in the
Index are not yet complete and, therefore, have not been included as part of
this filing; they will be part of one or more supplements to this filing. While
not included, those incomplete documents are described in the Index and a tab is
provided to reserve its place. As documents are completed, they will be
submitted to the Commission in the appropriate docket.
C. SUMMARY OF FINDINGS AND APPROVALS SOUGHT.
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Co-Applicants request that the Commission approve the proposed
affiliated-interest agreements contained in this Affiliated-Interest Filing and:
o Issue a finding of fact that each agreement is "reasonable and
consistent with the public interest"; and
o Issue an order, pursuant to Wis. Stat. ss. 196.52, approving each
agreement under Commission jurisdiction for all Co-Applicant
signatories to the agreement.
In addition, several of the affiliated-interest agreements require additional
findings. These particular agreements are discussed below in Section III.B.
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5 The Network Operating Agreement and the Service Agreement for Network
Integration Transmission Service do not involve ATC LLC's operation of the
Transmission Facilities. They are bilateral agreements between a
transmission customer and ATC LLC which implement service rights,
obligations and responsibilities under the open access transmission tariff.
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D. TIMING OF THE COMMISSION'S REVIEW, FINDINGS AND APPROVALS.
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The Securities and Exchange Commission ("SEC") may not be able to act on
transmission-company related filings until this Commission acts on the matters
before it. Consequently, this Commission's review, findings and approvals of
agreements that directly affect ATC LLC's operations should be completed by
December 1, 2000.6
II. STATUTORY REQUIREMENTS FOR AFFILIATED INTERESTS.
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Agreements between public utilities and their affiliated interests are
regulated under Wisconsin law. Under Wis. Stat.ss.196.52(1),7 "affiliated
interests" includes any of the following with respect to a public utility:
(a) Any person owning or holding directly or indirectly 5% or more of the
voting securities of the public utility.
(b) Any person in any chain of successive ownership of 5% or more of the
voting securities of the public utility.
(c) Every corporation 5% of more of whose voting securities is owned by
any person owning 5% or more of the voting securities of the public
utility or by any person in any chain of successive ownership of 5% or
more of voting securities of the public utility.
(d) Any person who is an officer or director of the public utility or of
any corporation in any chain of successive ownership of 5% or more of
voting securities of the public utility.
(e) Any corporation operating a public utility,...or a servicing
organization for furnishing supervisory, construction, engineering,
accounting, legal and similar services to public utilities ..., which
has one or more officers or one or more directors in common with the
public utility, ...
...
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6 Wis. Stat. ss. 196.485(5) requires that American Transmission Company be
operational no later than January 1, 2001, or Joint Applicants will face
penalties. The 30 days between this Commission's action on December 1,
2000, and January 1, 2001, will be necessary to get coordinate FERC and SEC
approvals relating to American Transmission Company.
7 See also Wis. Stat.ss.196.485(1)(a).
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(h) Any subsidiary of the public utility. In this paragraph, "subsidiary"
means any person 5% or more of the securities of which are directly or
indirectly owned by a public utility.
Under Paragraph (h), as the Joint Applicants become owners of American
Transmission Company, then American Transmission Company becomes one of their
affiliated interests.8 When the American Transmission Company begins operations
on January 1, 2001, Joint Applicants, South Beloit Water, Gas and Electric
Company ("South Beloit") and Edison Sault Electric Company ("Edison Sault")
become affiliated interests of American Transmission Company.9
Agreements between these affiliated parties are regulated as follows:
[with certain exceptions] unless and until the commission gives its written
approval, any contract or arrangement is not valid or effective if the
contract or arrangement is made between a public utility and an affiliated
interest....The commission shall approve a contract or arrangement...only
if it shall clearly appear and be established upon investigation that it is
reasonable and consistent with the public interest. The commission may not
approve any contract or arrangement unless satisfactory proof is submitted
to the commission of the cost to the affiliated interest of rendering the
services or of furnishing the property or service to each public utility or
of the cost to the public utility of rendering the services or of
furnishing the property or service to each affiliated interest. No proof is
satisfactory under this paragraph unless it includes the original (or
verified copies) of the relevant cost records and other relevant accounts
of the affiliated interest, or an abstract of the records and accounts or a
summary taken from the records and accounts if the commission deems the
abstract or summary adequate.
Wis. Stat. ss. 196.52(3)(a).
Though the statute requires submission of cost records and accounts, there
are exceptions. First, if the value of the contract is less than $1,000,000,
then the Commission may waive the records and accounts requirement if such
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8 As of the date of filing, only WEPCO, WPL and WPPI are owners of American
Transmission Company. MGE and WPS anticipate joining shortly.
9 A detailed application of these statutory definitions to the relationships
between Applicant and Joint Applicants, as well as Applicant and South
Beloit and Edison Sault is presented in the Comprehensive Docket.
(Comprehensive Docket, 9/26/00 Filing, pp. 6-8.)
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waiver is "reasonable." Wis. Stat. ss. ss. 196.52(3)(a) anD (3)(c)1. Second, for
those contracts exceeding $1,000,000, the Commission may define which cost
records and accounts are necessary for its review. Wis. Stat.ss. 196.52(3)(c)3.
Given the compressed time frame within which Commission approval must be
granted, Co-Applicants request that the Commission waive the records and
accounts requirement for contracts valued under $1,000,000. For those valued
over $1,000,000, Co-Applicants request that the Commission render its decisions
hereunder recognizing that, as a start-up company, Applicant will not have such
records and accounts as they relate to past costs. Nevertheless, ATC LLC will
provide the Commission with projected future costs through two means.
First, ATC LLC has already submitted to the Commission the budget
information contained in its FERC ss. 205 filing as it pertains to certaiN
services.10 However, the ATC LLC budget does not distinguish between in-house
and out-sourced services.
Second, in relation to these services, Co-Applicants have developed methods
of allocating and billing costs derived from the methods used by joint
generation-plant owners. Attached to each of the affiliated-interest services
agreements is an appendix detailing their cost proposals.11
Co-Applicants recognize that relying on the ATC LLC budget and the existing
joint-plant billing methodologies may not perfectly predict ATC LLC's future
costs.12 Consequently, the parties propose an after-the-fact true-up mechanism
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10 Comprehensive Docket, Docket No. 137-NC-100, App., Tab D1.
11 See Docket No. 05-AE-102 and Docket No. 05-AE-103.
12 Though the joint-plant billing methodology will provide a unit cost for
services, it cannot be used to estimate the volume of services required by
ATC LLC. Given the start-up nature of ATC LLC operations, it will be very
difficult for Co-Applicants to accurately estimate the nature and extent of
services provided to ATC LLC by the Contributing Utilities and the
resultant billings.
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to compensate for any inaccuracies in their predictions. Absent a true-up
mechanism that reconciles actual service charges with the ongoing ratemaking
process, both ratepayers and utility owners would bear substantial risk that the
predicted levels of out-sourced services were miscalculated. This difficulty is
exacerbated by the periodic ratemaking cycle for the Contributing Utilities,13
i.e. any erroneous predictions would not be corrected for some time. The
Commission may rely on a true-up mechanism to support a finding that these
affiliated-interest agreements are "reasonable and consistent with the public
interest."
In sum, to assist the Commission's analysis under Wis. Stat.ss.
196.52(3)(a), Co-Applicants are submitting American Transmission Company's
FERCss.205 budget and service agreements that include billing methodologies
derived from the joint-plant practices. A proposed true-up accounting mechanism
together with the Commission's ability to audit costs under these agreements
should also assist the Commission in its analysis.
III. STANDARD AFFILIATED-INTEREST AGREEMENTS FOR WHICH COMMISSION FINDINGS
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AND APPROVALS ARE SOUGHT.
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A. APPROVALS FOR THE AFFILIATED-INTEREST AGREEMENTS BETWEEN AMERICAN
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TRANSMISSION COMPANY AND JOINT APPLICANTS.
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The following are the non-FERC-related agreements that Co-Applicants
anticipate will be submitted to the Commission for approval through this
Affiliated-Interest Filing:14
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13 "Contributing Utilities" refers to those Joint Applicants that are
contributing transmission facilities to ATC LLC. "Joint Applicants"
includes Contributing Utilities (i.e., WEPCO, WPS, MGE and WPL) plus the
investing utility (WPPI).
14 The transmission facilities that will be transferred are listed as
collateral under the Contributing Utilities' existing bond indentures. As a
part of accepting these indentured facilities, ATC LLC will enter into a
Non-Disturbance Agreement with the bonding trustees whereby the latter will
subordinate their interests to the former. Since these agreements are
between ATC LLC and the bonding trustees--that is, they are not between ATC
LLC and the Contributing Utilities--these Non-Disturbance Agreements are
not affiliated agreements.
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o Operation and Maintenance Agreements for Transmission Facilities
between ATC LLC and MGE, WEPCO, WPL, WPS, and Edison Sault.15
o Transitional Services Agreements for Transmission Facilities between
ATC LLC and MGE, WEPCO, WPL, WPS, WPPI, and Edison Sault.16
o Forming-Party Agreement Regarding System Operating Procedures between
ATC LLC and MGE, WEPCO, WPL, WPS, and WPPI.17
o Pole-Attachment and Third-Party Facilities Agreements between ATC LLC
and MGE, WEPCO, WPL, WPS, South Beloit and Edison Sault.18
o Contributor's Pole-Attachments, Underbuild and Other Facilities
Agreements between ATC LLC and MGE, WEPCO, WPL, WPS, South Beloit and
Edison Sault.19
o Reimbursement Agreement by ATC LLC with Alliant Energy Corporation.20
o Guaranty by Alliant Energy Corporation for ATC LLC's Line of Credit.21
o Stoughton SOC Lease For Alliant Energy Corporate Services, Inc.
between ATC LLC and Alliant Energy Corporate Services, Inc.22
o Operating Agreement Between ATC LLC and Alliant Energy Corporate
Services, Inc., for Alliant West.23
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15 Docket No. 05-AE-102; Index, Tab 05-AE-102.
16 Docket No. 05-AE-103; Index, Tab 05-AE-103.
17 Docket No. 05-AE- ; Index, Tab X-1.
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18 Docket No. 05-AE-104 ; Index, Tab 05-AE-104.
19 Docket No. 05-AE- ; Index, Tab X-2.
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20 Docket No. 137-AE- ; Index, Tab Alliant-1.
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21 Docket No. 137-AE- ; Index, Tab Alliant-2.
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22 Docket No. 137-AE- ; Index, Tab AECS-1.
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23 Docket No. 137-AE- ; Index, Tab AECS-2.
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o Agreement over ATC LLC's Management of WPL's 30-40 miles of 34.5 kV
Line between ATC LLC and AECS.24
o Numerous Affiliated-Interest Agreements with South Beloit.25
o Numerous Affiliated-Interest Agreements with Edison Sault.26
American Transmission Company's agreements with South Beloit and Edison
Sault were originally included within the Comprehensive Docket, Docket No.
137-NC-100. Because South Beloit's and Edison Sault's Transmission Facilities
are located outside of Wisconsin and are owned by non-Wisconsin utilities, the
Commission only need to review and approve those agreements under the
affiliated-interest statute, Wis. Stat. ss. 196.52. (See Comprehensive Docket,
8/26/00 Filing, pp. 10-12.) Consequently, Applicants withdrew the South Beloit
and Edison Sault agreements from the Comprehensive Docket because they are more
appropriately evaluated under this Affiliated-Interest Filing.
B. SPECIAL FINDINGS FOR THE OPERATION AND MAINTENANCE AGREEMENTS FOR
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TRANSMISSION FACILITIES.
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The Operation and Maintenance Agreements for Transmission Facilities 27
require more than just approval under Wis. Stat. ss. 196.52. The CommissioN must
also find that American Transmission Company and the Contributing Utilities have
complied with the requirements of Wis. Stat. ss. 196.485(3m)(a)1.b. This
provision requires that, for its initial three years of operation, American
Transmission Company purchase operations and maintenance services from the
Contributing Utilities. American Transmission Company will have such an
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24 Docket No. 137-AE- ; Index, Tab AECS-3.
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25 Docket No. 137-AE- ; Index, Tab SB-1 to SB-2.
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26 Docket No. 137-AE- ; Index, Tab ES-1 to ES-2.
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27 Docket No. 05-AE-102; Index, Tab 05-AE-102.
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agreement with MGE, WEPCO, WPL, WPS, and Edison Sault.28 The Operation and
Maintenance Agreements for Transmission Facilities define the operation and
maintenance functions, and describe the terms, conditions and reimbursement for
the Contributing Utilities provision of operations and maintenance services to
American Transmission Company. This contract is for a term of at least three
years and is renewable by agreement. The Commission should, therefore, find that
the Co-Applicants have complied with Wis. Stat. ss. 196.485(3m)(a)1.b through
the provisions oF their Facility Operation and Maintenance Agreements for
Transmission Facilities.29
IV. AFFILIATED-INTEREST AGREEMENTS SUBJECT TO FERC
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JURISDICITON.
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A. AGREEMENTS SUBMITTED TO THE FERC
--------------------------------
Pursuant to Wis. Stat.ss.196.485(3m)(d), "the transmission company is
subject to the jurisdiction of the commission except to the extent that it is
subject to the exclusive jurisdiction" of FERC. It is unclear whether the
affiliated-interest agreements submitted under thess.205 filing fall within or
outside the "exclusive jurisdiction" of FERC.30 Because Wisconsin statutes
require approval for affiliated-interest agreements and questions could be
raised later, Co-Applicants seek Commission approval under Wis. Stat. ss.
196.52.
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28 South Beloit will not be a party to either the Facility Operation and
Maintenance Agreement for Transmission Facilities nor the Transitional
Services Agreements for Transmission Facilities because WPL--who will
receive South Beloit's contribution interest in the American Transmission
Company--will provide the operation-and-maintenance services and the
transitional services required for the transmission facilities contributed
by South Beloit. WPL will provide these services under its Facilities
Operation and Maintenance Agreement for Transmission Facilities and the
Transitional Services Agreements for Transmission Facilities.
29 As a separate matter, not requiring Commission approval at this time, ss.
196.807(2)(a)2. Wis. Stats. requires Applicants to offer, at the end of the
three-year period or any extensions, "employment to the non-supervisory
employees who are employed by Joint Applicants immediately prior to the
transfer and who are necessary for the operation and maintenance of the
[Transmission Facilities]." Individuals who are employed immediately prior
to the Operations Date and who are necessary for the operation and
maintenance functions of Applicant at the end of the third year will be
given offers of employment which satisfy ss. 196.807(3). In addition,
although not required under ss. 196.807(2)(a)2., under Article 9 of the
Transitional Services Agreement certain employees performing construction
services will also be given offers under identical terms.
30 Certain of the Co-Applicants take the position that FERC jurisdiction
preempts Commission authority.
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Joint Applicants, South Beloit and Edison Sault will be network customers
of American Transmission Company. As network customers, their relationship with
American Transmission Company will be defined through ATC LLC's Open Access
Transmission Tariff ("OATT"). Certain agreements defining that relationship have
been or will be submitted to FERC in ATC LLC's ss. 205 filing.31 Other
agreements, such as interconnection agreements, must be filed with FERC at least
60 days prior to the operations date.
The following affiliated-interest agreements have been or will be filed
with FERC for approval:
o Service Agreement for Network Integration Transmission Service.32
o Network Operating Agreement.33
o Generation - Transmission Interconnection Agreement.34
o Transmission - Distribution Interconnection Agreement..35
o Agreement between American Transmission Company LLC and MGE, WPL
and WPS relating to the Joint Power Supply Agreement.36
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31 A complete copy of the ATC LLC's ss. 205 filing has already been submitted
to the Commission under separate cover.
32 Docket No. 05-AE- ; Index, Tab FERC-1.
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33 Docket No. 05-AE- ; Index, Tab FERC-2.
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34 Docket No. 05-AE- ; Index, Tab FERC-3.
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35 Docket No. 05-AE- ; Index, Tab FERC-4.
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36 Docket No. 05-AE- ; Index, Tab FERC-5.
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These agreements, which deal with matters under FERC jurisdiction, are included
in this submission because Commission approval may be required and obtaining
approval will avoid later questions about regulatory compliance.
B. JOINT POWER SUPPLY AGREEMENT.
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Currently WPS, MGE and WPL are signatories to a contract entitled, "Joint
Power Supply Agreement" ("JPSA"), which covers jointly owned generation plants.
That agreement, inter alia, covers the provision of transmission service among
the parties. The JPSA parties have agreed to amend that agreement and take
network service from ATC LLC under its OATT.37 Under a separate agreement,
American Transmission Company has agreed to provide transmission services to the
generation plants jointly owned by the JPSA parties.38 (ATC LLC has determined
that designating the JPSA plants as network resources is consistent with the
OATT's definition of "network resources."39) By entering into a new agreement
with the JPSA parties that comports with its OATT, ATC LLC will avoid
grandfathering the terms contained within the original JPSA. The Commission must
approve this new agreement under Wis. Stat. ss. 196.52, and ATC LLC, WPS, MGE
and WPL hereby request sucH approval.
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37 A copy of the Amended Joint Power Supply Agreement will be filed with FERC,
but need not be filed with the Commission within this filing. It is not an
affiliated-interest agreement because ATC LLC is not a party to that
agreement. Regardless, upon request, a copy of the Amended Joint Power
Supply Agreement will be available to the Commission for review.
38 Docket No. 05-AE- ; Index, Tab FERC-5.
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39 The OATT's definition of "network resources" is as follows:
Any designated generating resource owned, purchased or leased by a
Network Customer under the Network Integration Transmission Service
Tariff. Network Resources do not include any resource, or any portion
therefor, that is committed for sale to third parties or otherwise
cannot be called upon to meet the Network Customer's Network Load on a
non-interruptible basis.
ATC LLC's OATT, ss. 1.25.
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V. AFFILIATED-INTEREST AGREEMENTS NOT REQUIRING APPROVAL UNDER THIS FILING.
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There are other affiliated-interest agreements relating to American
Transmission Company for which Commission approval is not sought in this docket.
A. APPROVALS SOUGHT IN THE COMPANION DOCKET NO. 137-NC-100.
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Agreements that have already been submitted in Docket No. 137-NC-100 are
not re-submitted here. Co-Applicants have requested that the Commission, as part
of its approvals in Docket No. 137-NC-100, issue an approval pursuant to Wis.
Stat.ss.196.52 relating to any affiliated-interest agreements.
1. Agreements between Applicant and Joint Applicants.
-------------------------------------------------
Affiliated-interest agreements between American Transmission Company and
Joint Applicants that have been submitted through companion Docket No.
137-NC-100 are identified in Section VII. Though these agreements are listed in
the Index, they are not included in the Appendix of this application. These
include such things as the Asset Contribution Agreements between ATC LLC and the
Contributing Utilities,40 the Subscription Agreement between ATC LLC and WPPI,41
CM's Shareholder Agreement, and the Deed and Bill of Sale for WPL's Stoughton
Operations Center.42 Because Co-Applicants have requested approval of these
affiliated-interest agreements through the companion Comprehensive Docket, they
do not seek approval here.
------------------------
40 Comprehensive Docket, Docket No. 137-NC-100, App., Tab C1-C74.
41 Comprehensive Docket, Docket No. 137-NC-100, App., Tab C101.
42 Comprehensive Docket, Docket No. 137-NC-100, App., Tab C47.
15
<PAGE>
2. Agreements between ATC LLC and CM.
---------------------------------
The Comprehensive Docket also includes two agreements between ATC LLC and
CM that fall under Wis. Stat.ss. 196.52's definition of "contract or
arrangement": 43
o Operating Agreement of ATC LLC, which defines the relationship between
CM and ATC LLC (as well as other members) including how CM will manage
and oversee ATC LLC's operations;44 and
o Bill of Sale and Option to Repurchase, where ATC LLC transfers an
undivided 1/1,000,000 interest of its transmission facilities to CM.45
It is unclear whether these documents will require approval as
affiliated-interest agreements between ATC LLC and CM because it is unclear
whether ATC LLC and CM are affiliated interests of each other.
Ostensibly, the ATC LLC and CM relationship is encompassed by the following
two definitions of "affiliated interests":
------------------------
43 The other documents defining the relationship between ATC LLC and CM are
not "contracts or arrangements" which is defined under Wis. Stat.ss.
196.52(3)(a) as follows:
a contract or arrangement providing for the furnishing of management,
supervisory, construction, engineering, accounting, legal, financial
or similar services and any contract or arrangement for the purchase,
sale, lease or exchange of any property, right, or thing, or for the
furnishing of any service, property, right or thing, other than
management, supervisory, construction, engineering, accounting, legal,
financial or similar services, but "contract or arrangement" does not
include a contract or arrangement under which a transmission utility,
as defined in s. 196.485(1)(i), sells or transfers securities, as
defined in s. 196.485(1)(fe), that have been issued by a transmission
company, as defined in s. 196.485(1)(ge).
For instance, ATC LLC's Articles of Organization dictate that ATC LLC will
be governed through one or more corporate managers but does not mention CM.
(Comprehensive Docket No. 137-NC-100, App., Tab B1.) Similarly, CM's
Amended and Restated Articles of Incorporation and Amended and Restated
Bylaws specify how CM will be governed through its stockholders, officers
and directors but never mentions ATC LLC. (Comprehensive Docket No.
137-NC-100, App., Tabs B4 and B6, respectively.) All of these documents
address internal governance and do not involve the "furnishing of
management services" between ATC LLC and CM. Therefore, those agreements do
not constitute a "contract or arrangement" and are not affiliated-interest
agreements.
44 Comprehensive Docket, Docket No. 137-NC-100, App., Tab B2.
45 Comprehensive Docket, Docket No. 137-NC-100, App., Tab C102.
16
<PAGE>
(c) Every corporation 5% of more of whose voting securities is owned by
any person owning 5% or more of the voting securities of the public
utility or by any person in any chain of successive ownership of 5% or
more of voting securities of the public utility.
(e) Any corporation operating a public utility,...or a servicing
organization for furnishing supervisory, construction, engineering,
accounting, legal and similar services to public utilities ..., which
has one or more officers or one or more directors in common with the
public utility, ...
Wis. Stat.ss. ss.196.52(1)(c) and (e). Once they are certified as "public
utilities," ATC LLC and CM will ostensibly become affiliated interests of each
other under Paragraph (c) because the Joint Applicants will own 5% or more of
both.46 (See Comprehensive Docket, 9/26/00 Filing, pp. 6-7.) Additionally,
because CM will be providing services to ATC LLC and will share numerous
officers with ATC LLC,47 CM is an affiliated interest of ATC LLC under
Paragraph (e). (See Comprehensive Docket, 9/26/00 Filing, p. 7.)
Though ATC LLC and CM are ostensibly affiliated interests of each other,
the two parties will be acting as a single public utility--in other words as one
entity--and, therefore, CM and ATC LLC will not be affiliated interests as that
phrase is traditionally used in Wis. Stat. ss. 196.52. ThE affiliated-interest
statute does not contemplate such a fact scenario. Since CM and ATC LLC will be
acting a single entity, it is not clear that the requirements of Wis. Stat. ss.
196.52 should apply to them. Should thE Commission, nevertheless, find that ATC
LLC and CM are affiliated interests of each other, then Applicants seek
------------------------
46 Though, as a limited liability corporation, it does not have "securities"
in the regular sense of the word, ATC LLC's "membership" qualifies as
"securities" under the definition provided in Wis. Stat.ss. 196.485(1)(fe).
47 It is currently anticipated that ATC LLC will appoint officers and those
officers will be identical to CM's officers.
17
<PAGE>
affiliated-interest approval for the Operating Agreement of ATC LLC 48 and the
Bill of Sale and Option to Repurchase 49 under the Comprehensive Docket.
B. INTERIM PROVISION OF SERVICES TO AMERICAN TRANSMISSION COMPANY.
---------------------------------------------------------------
All of the affiliated-interest agreements for which approval is sought in
this filing pertain to activities that will occur on or after January 1, 2001.
Consequently, approval for those agreements is not immediately required.
However, some of the Contributing Utilities or their affiliates have been and/or
will be providing interim services to American Transmission Company. These
arrangements include the provision of employee-related services and property
leases.50 To ensure compliance with Wis. Stat. ss. 196.52, Co-Applicants have
sought ongoing advice from Commission staff relating to these activities. The
following interim-service agreements either do not require Commission approval,
or have already been approved by or are pending before the Commission. Though
these agreements are identified in the Index, they are not attached to this
filing.
1. WEPCO's 1/1/87 Service Agreement with Its Affiliates.
----------------------------------------------------
On August 2, 2000, WEPCO became an owner of American Transmission Company
thereby rendering American Transmission Company an affiliate of WEPCO. Wis.
Stat.ss. 196.52(1)(h). Accordingly, on August 2, 2000, WEPCO requested that
American Transmission Company be added as a party to WEPCO's existing agreement
with its affiliated interests. The Commission granted this request and issued an
Order in Docket No. 9402-AE-100.
------------------------
48 Comprehensive Docket, Docket No. 137-NC-100, App., Tab B2.
49 Comprehensive Docket, Docket No. 137-NC-100, App., Tab C102.
50 Activities have also been conducted under a Cost-Share Agreement between
Joint Applicants. However, since none of the Joint Applicants are
affiliated with each other, this agreement does not require approval under
Wis. Stat.ss. 196.52.
18
<PAGE>
The Order issued in Docket No. 9402-AE-100 also encompasses the current
lease agreement for American Transmission Company's rental of the WEPCO annex.
The lease agreement does not, therefore, require separate Commission approval
but was submitted to the Commission nonetheless.
2. Alliant Energy Corporate Services, Inc.'s "Service Agreement -
---------------------------------------------------------------
Non-Utility Companies".
----------------------
WPL recently become an owner of American Transmission Company at which time
American Transmission Company became an affiliate of both WPL and its parent
corporation, Alliant Energy. Prior to WPL becoming an owner, American
Transmission Company had already been added as a party to Alliant Energy
Corporate Services, Inc.'s SEC-approved "Service Agreement - Non-Utility
Companies." Because the Commission did not approve the underlying Service
Agreement, it did not need to approve the addition of American Transmission
Company as a party to that agreement. Any services that Alliant Energy Corporate
Services, Inc., provides to American Transmission Company has been and will
continue to be provided under the terms of that SEC-approved affiliated-interest
agreement.
3. WPS Resources Corporation Master Affiliated-Interest Agreement
--------------------------------------------------------------
Since WPS is not yet an owner of ATC LLC, there is not yet an
affiliated-interest relationship. However, WPS anticipates that it will soon
become a member of ATC LLC. Any interim services provided by WPS to American
Transmission Company will be provided under the terms of an existing
affiliated-interest agreement that was already approved by the Commission
through Docket No. 6690-AU-103. On September 22, 2000, WPS submitted a letter to
the Commission requesting that it "modify the WPS Resources Corporation Master
Affiliated Interest Agreement" to include American Transmission Company. The
19
<PAGE>
Order in Docket No. 6690-AU-103 provides that Commission approval is not
required to add new parties to the WPS Resources Corporation Master Affiliated
Interest Agreement. Accordingly, no Commission approval is required for WPS's
September 22, 2000 request.
4. MGE Interim Services Agreement with American Transmission Company
-----------------------------------------------------------------
MGE also expects to become a member of ATC LLC in the near future at which
time an affiliated-interest relationship will be created. Though it is not yet
required, American Transmission Company and MGE have already submitted to the
Commission for approval an Interim Services Agreement that will be executed
between the parties. The Commission is currently considering this request under
Docket No. 3270-AU-104.
VI. CONCLUSION
----------
Co-Applicants respectfully seek Commission approval under Wis. Stat.ss.
196.52 for the affiliated-interest agreements submitted by and specified within
this Affiliated-Interest Filing. Co-Applicants also seek a Commission finding
that Co-Applicants have complied with Wis. Stat.ss.196.485(3m)(a)1.b through
their Operation and Maintenance Agreements for Transmission Facilities. In order
to comply with the demands of the SEC, the parties hereby request Commission
action prior to December 1, 2000.
20
<PAGE>
VII. INDEX OF APPENDIX
-----------------
A. STANDARD AFFILIATED-INTEREST AGREEMENTS FOR WHICH APPROVAL IS SOUGHT
--------------------------------------------------------------------
IN THIS AFFILIATED-INTEREST FILING.
----------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
STANDARD AFFILIATED-INTEREST TO
TAB AGREEMENTS FOR WHICH APPROVAL WHO NEEDS APPROVAL BE
IS SOUGHT FILED FILED
--------------------------
APPLICANT JOINT
APPLICANT(S)
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
DOCKET NO. 05-AE-102
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
05-AE-102 Operation and Maintenance Agreements for [X] [X] [X]
Transmission Facilities between ATC LLC
and MGE, WEPCO, WPL, WPS, and Edison Sault.
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
DOCKET NO. 05-AE-103
-----------------------------------------------------------------------------------------------
05-AE-103 Transitional Services Agreements for [X] [X] [X]
Transmission Facilities between ATC LLC
and MGE, WEPCO, WPL, WPS, WPPI, and Edison
Sault.
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
DOCKET NO. 05-AE-104
-----------------------------------------------------------------------------------------------
05-AE-104 Pole-Attachment and Third-Party Facilities [X] [X] [X]
Agreements between ATC LLC and MGE, WEPCO,
WPL, WPS, South Beloit and Edison Sault.
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
DOCKET NO. 05-AE-
----
-----------------------------------------------------------------------------------------------
X-1 Forming-Party Agreement Regarding System [X] [X] [X]
Operating Procedures between American
Transmission Company and MGE, WEPCO, WPL,
WPS, and WPPI.
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
DOCKET NO. 05-AE-
----
-----------------------------------------------------------------------------------------------
X-2 Contributor's Pole-Attachments, Underbuild [X] [X] [X]
and Other Facilities Agreements between ATC
LLC and MGE, WEPCO, WPL, WPS, South Beloit
and Edison Sault.
-----------------------------------------------------------------------------------------------
21
<PAGE>
-----------------------------------------------------------------------------------------------
STANDARD AFFILIATED-INTEREST TO
TAB AGREEMENTS FOR WHICH APPROVAL WHO NEEDS APPROVAL BE
IS SOUGHT FILED FILED
--------------------------
APPLICANT JOINT
APPLICANT(S)
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
DOCKET NO. 137-AE-
----
ALLIANT ENERGY CORPORATE SERVICES, INC.
APPLICATION
-----------------------------------------------------------------------------------------------
AECS - 1 Stoughton SOC Lease For Alliant Energy [X] [X] [X]
Corporate Services, Inc. between ATC LLC and
Alliant Energy Corporate Services, Inc.
-----------------------------------------------------------------------------------------------
AECS-2 Operating Agreement Between ATC LLC and [X] [X] [X]
Alliant Energy Corporate Services, Inc.
-----------------------------------------------------------------------------------------------
AECS-3 Agreement over ATC LLC's Management of WPL's [X] [X] [X]
30-40 miles of 34.5 kV Line between ATC LLC
and Alliant Energy Corporate Services, Inc.
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
DOCKET NO. 137-AE-
----
ALLIANT ENERGY CORPORATION APPLICATION
-----------------------------------------------------------------------------------------------
ALLIANT-1 Reimbursement Agreement by ATC LLC with [X] [X] [X]
Alliant Energy Corporation
-----------------------------------------------------------------------------------------------
ALLIANT-2 Guaranty by Alliant Energy Corporation for [X] [X] [X]
ATC LLC's Line of Credit
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
DOCKET NO. 137-AE-
----
SOUTH BELOIT APPLICATION 51
-----------------------------------------------------------------------------------------------
SB-1 Asset Contribution Agreement ("ACA") with [X] [X] [X]
South Beloit
-----------------------------------------------------------------------------------------------
SB-2 A cross-reference to numerous other [X] [X] [X]
affiliated-interest agreements that include
South Beloit as a party but are
submitted under separate dockets.
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
DOCKET NO. 137-AE-
----
EDISON SAULT APPLICATION 52
-----------------------------------------------------------------------------------------------
------------------------
51 Because South Beloit will not be a shareholder of CM, no Shareholder
Agreement is included within its affiliated-interest application. Instead
of South Beloit, WPL will receive the commensurate amount of additional
shares of CM in exchange for South Beloit's Transmission Assets.
(Comprehensive Application, 8/18/00 Filing, pp. 42-43.)
52 Because Edison Sault will not be a shareholder of CM, no Shareholder
Agreement is included within its affiliated-interest application. Instead
of Edison Sault, WEPCO will receive the commensurate amount of additional
shares of CM in exchange for Edison Sault's Transmission Assets.
(Comprehensive Application, 8/18/00 Filing, pp. 43-44.)
22
<PAGE>
-----------------------------------------------------------------------------------------------
STANDARD AFFILIATED-INTEREST TO
TAB AGREEMENTS FOR WHICH APPROVAL WHO NEEDS APPROVAL BE
IS SOUGHT FILED FILED
--------------------------
APPLICANT JOINT
APPLICANT(S)
-----------------------------------------------------------------------------------------------
ES-1 Asset Contribution Agreement with Edison [X] [X] [X]
Sault
-----------------------------------------------------------------------------------------------
ES-2 A cross-reference to numerous other [X] [X] [X]
affiliated-interest agreements that include
Edison Sault as a party but are
submitted under separate dockets.
-----------------------------------------------------------------------------------------------
B. AFFILIATED-INTEREST AGREEMENTS SUBJECT TO FERC JURISDICTION
-----------------------------------------------------------
-----------------------------------------------------------------------------------------------
TAB AFFILIATED-INTEREST SUBJECT TO FERC TO
JURISDICTION JOINT BE
APPLICANT APPLICANT(S) FILED FILED
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
DOCKET NO. 05-AE-
----
-----------------------------------------------------------------------------------------------
FERC-1 Service Agreement for Network [X] [X] [X]
Integration Transmission Service between
American Transmission Company and MGE,
WEPCO, WPL, WPS, WPPI, South Beloit and
Edison Sault.
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
FERC-2 Network Operating Agreement between [X] [X] [X]
American Transmission Company and
MGE, WEPCO, WPL, WPS, WPPI, South
Beloit and Edison Sault.
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
23
<PAGE>
-----------------------------------------------------------------------------------------------
TAB AFFILIATED-INTEREST SUBJECT TO FERC TO
JURISDICTION JOINT BE
APPLICANT APPLICANT(S) FILED FILED
-----------------------------------------------------------------------------------------------
FERC-3 Generation - Transmission [X] [X] [X]
Interconnection Agreement between
American Transmission Company and
MGE, WEPCO, WPL, WPS, WPPI, South
Beloit and Edison Sault.
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
FERC-4 Transmission - Distribution [X] [X] [X]
Interconnection Agreement. between
American Transmission Company and
MGE, WEPCO, WPL, WPS, South Beloit
and Edison Sault.
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
FERC-5 Agreement between American [X] [X] [X]
Transmission Company LLC and MGE,
WPL and WPS relating to the Joint
Power Supply Agreement.
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
C. AFFILIATED-INTEREST AGREEMENTS NOT REQUIRING APPROVAL UNDER THIS
-----------------------------------------------------------------
FILING.
----------
-----------------------------------------------------------------------------------------------
TO
TAB AFFILIATED-INTEREST AGREEMENTS WHO NEEDS APPROVAL BE
NOT REQUIRING APPROVAL UNDER THIS FILING FILED FILED
--------------------------
APPLICANT JOINT
APPLICANT(S)
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Endorsement to Wisconsin Energy Power
Corporation's 1/1/87 Service
N/A Agreement with its Non-Utility N/A N/A N/A N/A
Affiliates
(Docket No. 9402-AE-100.)
-----------------------------------------------------------------------------------------------
Lease between ATC LLC and WEPCO for the rental of the WEPCO
annex.
N/A N/A N/A N/A N/A
(Docket No. 9402-AE-100.)
-----------------------------------------------------------------------------------------------
24
<PAGE>
-----------------------------------------------------------------------------------------------
TO
TAB AFFILIATED-INTEREST AGREEMENTS WHO NEEDS APPROVAL BE
NOT REQUIRING APPROVAL UNDER THIS FILING FILED FILED
--------------------------
APPLICANT JOINT
APPLICANT(S)
-----------------------------------------------------------------------------------------------
Endorsement to Alliant Energy
Corporation Services Inc.'s Service
Agreement - Non-Utility Affiliates.
N/A N/A N/A N/A N/A
(An SEC-approved agreement; no
Commission approval is required.)
-----------------------------------------------------------------------------------------------
Letter from WPS adding ATC LLC to WPS
Resources Corporation Master
N/A Affiliated-Interest Agreement. N/A N/A N/A N/A
(Docket # 6690-AU-103.)
-----------------------------------------------------------------------------------------------
N/A Interim Services Agreement with MGE N/A N/A N/A N/A
(Docket No. 3270-AU-104.)
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
B2* Operating Agreement of ATC LLC N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------
B7* CM's Shareholders Agreement N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------
Asset Contribution Agreement with
C1-C33* WEPCO (plus all exhibits and N/A N/A N/A N/A
schedules)
-----------------------------------------------------------------------------------------------
C47-C61* Asset Contribution Agreement with WPL N/A N/A N/A N/A
(plus all exhibits and schedules)
-----------------------------------------------------------------------------------------------
C62-C74* Asset Contribution Agreement with WPS N/A N/A N/A N/A
(plus all exhibits and schedules)
-----------------------------------------------------------------------------------------------
C34-C46* Asset Contribution Agreement with MGE N/A N/A N/A N/A
(plus all exhibits and schedules)
-----------------------------------------------------------------------------------------------
C101* Subscription Agreement with WPPI N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------
C103* Form Closing Escrow between ATC LLC N/A N/A N/A N/A
and each of WEPCO, WPL, WPS and MGE
-----------------------------------------------------------------------------------------------
C102* Bill of Sale and Option to Repurchase N/A N/A N/A N/A
between ATC LLC and CM
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
</TABLE>
*TAB NUMBERS REFER TO DOCUMENTS ATTACHED TO APPLICATIONS IN DOCKET NO.
137-NC-100
25
