PUBLIC SERVICE COMMISSION OF WISCONSIN
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1 PUBLIC SERVICE COMMISSION OF WISCONSIN Application for Approval of an Affiliated Interest Agreement for an Overhead Sharing Agreement between ATC Management Inc. and ATC Development Manager Inc. 137-AE-116 FINAL DECISION This is the Final Decision on the application of American Transmission Company LLC (ATCLLC) and ATC Management Inc. (ATCMI) (collectively, ATC) for approval of an affiliated interest agreement under Wis. Stat The application is APPROVED subject to the conditions contained in this Final Decision. Introduction On November 23, 2015, ATC filed an application for approval of an Overhead Sharing Agreement (Agreement). (PSC REF#: ) This application relates to ATC s corporate reorganization in docket 137-BE-100. In that docket, the Commission approved, contemporaneously with this Final Decision, ATC s application to form a holding company, ATC Holdco LLC (ATC Holdco or Holdco), to facilitate out-of-territory investments, particularly ATC s current investments through Duke-American Transmission Company (DATC), 1 without violating the state or local charters, bond covenants, or other financial or contractual restrictions imposed on some of ATC s municipal owners whose ability to pursue out of state ventures may be limited. The Agreement, between ATCMI and ATC Development Manager Inc. (Development Manager), ATC Holdco s Corporate Manager, provides that 1 DATC was formed in 2011 by ATC and Duke Energy Transmission Holding Company, LLC, and is a joint venture to build, own, and operate new electric transmission infrastructure in North America.
2 ATCMI will pay the expenses for shared personnel, office facilities, and administrative overhead with Development Manager, and Development Manager will reimburse ATCMI for its pro rata share of those expenses, as well as any direct expenses of Development Manager that ATCMI has paid. On March 11, 2016, the Commission issued a Notice of Investigation in docket 137-AE-116. (PSC REF#: ) WPPI Energy (WPPI) requested intervention. (PSC REF#: ) During the investigation, Commission staff conducted comprehensive and thorough discovery, including issuing numerous rounds of data requests and requests for production of documents. The investigation culminated on April 12, 2016, when Commission staff issued a Commission Agenda Memorandum describing in detail the applications in this docket, docket 137-BE-100, and related docket 137-AE-117, and identifying a number of potential conditions for the Commission s consideration. (PSC REF#: ) ATC, Wisconsin Industrial Energy Group, Citizens Utility Board, WPPI, and Great Lakes Utilities submitted comments on the Commission Agenda Memorandum. (PSC REF#: ; PSC REF#: ; PSC REF#: ; PSC REF#: ) The Commission discussed ATC s application at its open meeting of May 5, Background ATC owns and operates transmission facilities in Wisconsin and adjacent states. ATC is a public utility, under Wis. Stat (5), a and transmission company, under Wis. Stat (1)(ge), that is owned by 27 entities who sell or distribute electricity and have either contributed cash or assets to ATC. ATC s transmission-owning entities 2 exchanged their 2 Wisconsin Electric Power Company, Wisconsin Power and Light Company, Wisconsin Public Service Corporation, and Madison Gas and Electric Company have exchanged their transmission facilities. 2
3 transmission facilities for ownership in ATC. Multiple transmission-dependent utilities, retail cooperatives, WPPI, and other entities have purchased equity interests in ATC. 3 ATC became operational on January 1, ATCMI is the Corporate Manager of ATCLLC. ATCLLC and ATCMI are affiliated interests under Wis. Stat ATC is managed by the board of directors of ATCMI. Currently, ATCMI has 10 directors (PSC REF#: ), consisting of the President of ATC, one representative of Alliant Energy, MGE Energy, and WPPI, two representatives 4 from Wisconsin Energy Group, and four independent directors. The creation of ATC Holdco also involves the creation of two related entities, ATC Development, LLC (ATC Development), and Development Manager. Development Manager, a Delaware corporation, will, as noted above, manage ATC Holdco, a Delaware limited liability company. Development Manager will also manage ATC Development. Development Manager and ATCMI have, as noted above, proposed to enter an affiliated interest agreement for the sharing and reimbursement of services and expenses. ATC Holdco will own a 100 percent stake in ATC Development, a Delaware limited liability company, which in turn will ultimately own the 50 percent stake in DATC that ATCLLC will transfer to ATC Holdco. 3 Adams-Columbia Electric Cooperative, Alger Delta Cooperative Electric Association, City of Algoma, Badger Power Marketing Authority, Central Wisconsin Electric Cooperative, Cloverland Electric Cooperative, City of Columbus, City of Kaukauna, Manitowoc Public Utilities, Marshfield Electric and Water Department of the City of Marshfield, City of Oconto Falls, Ontonagon County Rural Electrification Association, City of Plymouth, Rainy River Energy Corporation-Wisconsin, Reedsburg Utility Commission, Rock Energy Cooperative, City of Sheboygan Falls, Stoughton Utilities, City of Sturgeon Bay, City of Sun Prairie, Upper Peninsula Public Power Agency, and City of Wisconsin Rapids have purchased an equity interest. 4 Lawrence Borgard, formerly of Integrys, remains on the board. 3
4 Findings of Fact 1. As conditioned by this Final Decision, the Agreement is reasonable and consistent with the public interest pursuant to Wis. Stat The conditions imposed in this Final Decision are reasonable to protect the public interest. Conclusions of Law 1. ATC is a public utility within the meaning of Wis. Stat (5). ATC is a transmission company within the meaning of Wis. Stat (1)(ge). ATC is a transmission utility within the meaning of Wis. Stat (1)(i). 2. ATCMI and Development Manager are affiliated interests within the meaning of Wis. Stat (1). 3. The Commission has authority under Wis. Stat , , and to grant its consent and approval of the Agreement. 4. The Commission has authority under Wis. Stat , , and to impose the conditions specified in this Final Decision. 5. As conditioned by this Final Decision, the Agreement is reasonable and consistent with the public interest pursuant to Wis. Stat Opinion ATC s application for approval of the Agreement is governed by Wis. Stat (3)(a), which provides that the Commission may approve the Agreement only if it shall clearly appear and be established upon investigation that it is reasonable and consistent with the public interest. Similarly, the Commission may not approve the Agreement unless satisfactory 4
5 proof is submitted to the [C]ommission of the cost... to the public utility of rendering the services... to each affiliated interest. Id. As conditioned by this Final Decision, the Agreement is reasonable and consistent with the public interest. Specifically, the Agreement provides for administrative efficiency while ensuring that ratepayers do not subsidize the non-transmission Area 5 activities of ATC Holdco and its subsidiaries. Further, the Agreement serves the public interest by, as noted in the Final Decision in docket 137-BE-100, helping ATC to retain and develop further transmission system expertise, thereby ensuring the necessary expertise is available when needed for ATC s construction, maintenance, and operation of the transmission system in Wisconsin. ATCMI is not in the business of providing personnel, office facilities, or administrative overhead services and will not derive any profit from the reimbursement arrangement with Development Manager. The parties intend for the amounts paid by Development Manager to ATCMI, as reimbursements pursuant to the Agreement, to be treated as repayments of amounts advanced and not to be included in ATCMI s gross income for federal income tax purposes. The following key conditions, in addition to others imposed in this Final Decision but not discussed below, further ensure that the Agreement is reasonable and consistent with the public interest under Wis. Stat (3)(a). Bilateral Overhead Sharing Agreement The Agreement between ATCMI and Development Manager is one directional, with ATCMI providing the services to Development Manager. There are currently no plans for ATC Development to have employees who would perform services on behalf of ATCLLC. 5 Transmission Area is defined in Article 1 of ATCLLC s Operating Agreement. 5
6 (PSC REF#: ) Commission approval of a new or amended Agreement allowing bilateral services is required prior to ATCMI and/or ATCLLC, or subsequent subsidiaries receiving services from Development Manager and/or any of the other companies within ATC Holdco. Similarly, Commission approval is necessary for future changes to the Agreement. Sharing and Other Agreements or Arrangements with the Centralized Service Company Consistent with what the Commission has done with other centralized service companies (i.e., Alliant Energy (PSC REF#: ), Wisconsin Energy Group (PSC REF#: )), the Commission conditions its approval of the Agreement on having jurisdiction over any service agreements between the service company, whether ATCMI or another entity, and ATC Holdco holding company system affiliates, even if not Wisconsin jurisdictional entities. Any allocation of service company costs affects the residuals, which impact the service company and its Wisconsin clients. More importantly, ATCMI will be substantially owned by Wisconsin utilities, not by ATC Holdco. This condition ensures that costs allocated to non-atc affiliates do not adversely impact ATC. Services Provided by ATCMI and Outstanding Balances As described above, ATCMI will provide shared personnel, office facilities and administrative services to Development Manager. Within 30 days after the end of each calendar month, ATCMI will provide an invoice to Development Manager for the calendar month and Development Manager will remit payment within 10 days after its receipt of the invoice. ATCMI may also pay, subject to reimbursement, direct costs. Development Manager will reimburse ATCMI within 10 days of its receipt of an invoice for these direct costs, although 6
7 unlike with shared expenses, the Agreement does not provide a time period in which ATCMI must provide an invoice to Development Manager. For consistency, ATCMI shall bill direct costs on a monthly basis, as it does with shared expenses. In order to limit ATCMI s exposure to any risk of non-payment or default by Development Manager, ATCMI may not maintain aggregate account balances under the Agreement of more than $10,000,000. ATC may apply to modify this limit, and the Commission delegates to the Administrator of the Division of Energy Regulation the authority to grant or deny any such requests. Cost Tracking System In order to ensure that Wisconsin utility ratepayers are not paying for the costs of development work, ATC employee time must be tracked accurately between development work and non-development work. ATC must have adequate systems in place to track these expenses. This tracking should go beyond allocating typical divisions in an employee s time (such as on a percentage basis), but rather track actual hours worked for development versus non-development projects. Enough detail must be kept to enable an audit to occur, if necessary. This ensures all entities are appropriately allocated their costs. Order 1. The Agreement as filed (PSC REF#: ) and amended herein is approved, as conditioned by this Final Decision. 2. Commission approval of a new or amended Agreement providing bilateral services is required prior to ATCMI and/or ATCLLC, or subsequent subsidiaries receiving services from Development Manager and/or any of the other ATC Holdco holding company 7
8 system companies. Similarly, Commission approval is necessary for any future changes to the Agreement. 3. Commission approval is conditioned upon the Commission retaining jurisdiction over any service agreements between the service company, whether ATCMI or other entity, and ATC Holdco holding company system affiliates, even if not Wisconsin jurisdictional entities. 4. ATCMI shall bill monthly, as incurred, those costs identified as Direct Costs under Section 4 of the Overhead Sharing Agreement. 5. All aggregate account balances associated with the Overhead Sharing Agreement shall not exceed $10,000,000. ATC may apply to modify this limit, and the Commission delegates to the Administrator for the Division of Energy Regulation the authority to grant or deny any such requests. 6. ATC shall have adequate systems in place to track expenses between development work and non-development work. 7. ATC shall revise Section 3 to give the Commission the authority to review and approve changes to this section. ATC shall also modify this section to correct typographical errors noted by Commission staff. 8. ATC shall revise Section 9 to give the Commission the authority to review and approve any assignments made pursuant to this section. 9. ATC shall file an updated copy of the Overhead Sharing Agreement within 10 days of its effective date. 10. Approval of this Agreement is based upon the proposed corporate structure of the parties. Following any significant change in the structure including, but not limited to, merger, 8
9 acquisition of significant assets or subsidiaries, or reorganization, representatives of the parties shall promptly meet with Commission staff to determine whether any modification of the Agreement, or a new affiliated interest agreement, is required under the circumstances. This condition does not apply to non-jurisdictional business development activities of DATC or other non-utility subsidiaries. 11. The Commission shall have full access to all books and records underlying services and goods exchanged under the Agreement. 12. All services provided under this Agreement shall be in compliance with all applicable laws, rule, and orders, and as those laws, rules, and orders may be amended from time to time. 13. As authorized in Wis. Stat and (5), this Final Decision is expressly conditioned upon the reserve power of the Commission to revise and amend its terms and conditions to protect the public interest. 14. All transactions shall be in accordance with the Agreement as modified by this Final Decision. 15. ATC shall obtain Commission approval prior to the effective date of any suspensions, modifications, or termination of the Agreement. 16. ATC shall notify the Commission simultaneously of any service company filing at the Federal Energy Regulatory Commission or any other state jurisdiction. 17. Approval of the Agreement is not a determination by the Commission that the charges are just and reasonable. The Commission reserves its rights to contest any ATC cost or allocation in the appropriate jurisdictional setting. 9
10 18. The accounting and recordkeeping procedures of ATCMI and its affiliates shall provide an adequate audit trail acceptable to the Commission. 19. ATCMI shall not provide services to companies that are not part of the ATC Holdco holding company system without Commission approval. ATCMI may temporarily provide transition services to an entity that is transferred to a third party. ATCMI shall apply any earnings as a deduction to the amounts reimbursable by its associated affiliates. Notwithstanding this condition, ATCMI is allowed to perform studies for the Midcontinent Independent System Operator, Inc., and other regional transmission operators, independent system operators, and electric reliability organizations. 20. This Final Decision is effective one day after the date of service. 21. Jurisdiction is retained. Dated at Madison, Wisconsin, this 2 nd day of June, By the Commission: Sandra J. Paske Secretary to the Commission SJP:ev:DL: See attached Notice of Rights 10
11 PUBLIC SERVICE COMMISSION OF WISCONSIN 610 North Whitney Way P.O. Box 7854 Madison, Wisconsin NOTICE OF RIGHTS FOR REHEARING OR JUDICIAL REVIEW, THE TIMES ALLOWED FOR EACH, AND THE IDENTIFICATION OF THE PARTY TO BE NAMED AS RESPONDENT The following notice is served on you as part of the Commission's written decision. This general notice is for the purpose of ensuring compliance with Wis. Stat (2), and does not constitute a conclusion or admission that any particular party or person is necessarily aggrieved or that any particular decision or order is final or judicially reviewable. PETITION FOR REHEARING If this decision is an order following a contested case proceeding as defined in Wis. Stat (3), a person aggrieved by the decision has a right to petition the Commission for rehearing within 20 days of the date of service of this decision, as provided in Wis. Stat The date of service is shown on the first page. If there is no date on the first page, the date of service is shown immediately above the signature line. The petition for rehearing must be filed with the Public Service Commission of Wisconsin and served on the parties. An appeal of this decision may also be taken directly to circuit court through the filing of a petition for judicial review. It is not necessary to first petition for rehearing. PETITION FOR JUDICIAL REVIEW A person aggrieved by this decision has a right to petition for judicial review as provided in Wis. Stat In a contested case, the petition must be filed in circuit court and served upon the Public Service Commission of Wisconsin within 30 days of the date of service of this decision if there has been no petition for rehearing. If a timely petition for rehearing has been filed, the petition for judicial review must be filed within 30 days of the date of service of the order finally disposing of the petition for rehearing, or within 30 days after the final disposition of the petition for rehearing by operation of law pursuant to Wis. Stat (5), whichever is sooner. If an untimely petition for rehearing is filed, the 30-day period to petition for judicial review commences the date the Commission serves its original decision. 6 The Public Service Commission of Wisconsin must be named as respondent in the petition for judicial review. If this decision is an order denying rehearing, a person aggrieved who wishes to appeal must seek judicial review rather than rehearing. A second petition for rehearing is not permitted. Revised: March 27, See Currier v. Wisconsin Dep t of Revenue, 2006 WI App 12, 288 Wis. 2d 693, 709 N.W.2d
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