(220 ILCS 5/7‑101)(from Ch. 111 2/3, par. 7‑101) Sec. 7‑101. Transactions with affiliated interests. (1) The Commission shall have jurisdiction over holders of the voting capital stock of all public utilities under the jurisdiction of the Commission to such extent as may be necessary to enable the Commission to require the disclosure of the identity in respective interests of every owner of any substantial interest in such voting capital stocks. One per centum or more is a substantial interest, within the meaning of this subdivision. (2) (i) Except as provided in subparagraph (ii) of this subsection (2), the Commission shall have jurisdiction over affiliated interests having transactions, other than ownership of stock and receipt of dividends thereon, with public utilities under the jurisdiction of the Commission, to the extent of access to all accounts and records of such affiliated interests relating to such transactions, including access to accounts and records of joint or general expenses, any portion of which may be applicable to such transactions; and to the extent of authority to require such reports with respect to such transactions to be submitted by such affiliated interests, as the Commission may prescribe. (ii) The Commission shall have jurisdiction over affiliated interests having transactions, other than ownership of stock and receipt of dividends thereon, with electric and gas public utilities under the jurisdiction of the Commission, to the extent of access to all accounts and records of such affiliated interests relating to such transactions, including access to accounts and records of joint and general expenses with the electric or gas public utility any portion of which is related to such transactions; and to the extent of authority to require such reports with respect to such transactions to be submitted by such affiliated interests, as the Commission may prescribe; provided, however, that prior to requesting such access or reports from the affiliated interest, the Commission shall first seek to obtain the information that would be included in such accounts, records or reports from the public utility. The Commission shall not have access to any accounts and records of, or require any reports from, an affiliated interest that are not related to a transaction, including without limitation a transfer or exchange of tangible or intangible assets, with the electric or gas public utility. Nothing in this paragraph shall limit the authority of the Commission otherwise provided under this Act to have access to accounts and records of, or to require reports from, the electric or gas public utility or to prescribe guidelines which the electric or gas public utility must follow in allocating costs to transactions with affiliated interests. For the purpose of this Section, the phrase "affiliated interests" means: (a) Every corporation and person owning or holding,
directly or indirectly, 10% or more of the voting capital stock of such public utility;
(b) Every corporation and person in any chain of
successive ownership of 10% or more of voting capital stock;
(c) Every corporation, 10% or more of whose voting
capital stock is owned by any person or corporation owning 10% or more of the voting capital stock of such public utility, or by any person or corporation in any such chain of successive ownership of 10% or more of voting capital stock;
(d) Every corporation, 10% or more of whose voting
securities is owned, directly or indirectly by such public utility;
(e) Every person who is an elective officer or
director of such public utility or of any corporation in any chain of successive ownership of 10% or more of voting capital stock;
(f) Every corporation which has one or more elective
officers or one or more directors in common with such public utility;
(g) Every corporation or person which the Commission
may determine as a matter of fact after investigation and hearing is actually exercising any substantial influence over the policies and actions of such public utility even though such influence is not based upon stock holding, stockholders, directors or officers to the extent specified in this Section;
(h) Every person or corporation who or which the
Commission may determine as a matter of fact after investigation and hearing is actually exercising such substantial influence over the policies and actions of such public utility in conjunction with one or more other corporations or persons with which or whom they are related by ownership or blood relationship or by action in concert that together they are affiliated with such public utility within the meaning of this Section even though no one of them alone is so affiliated.
No such person or corporation is affiliated within the meaning of this Section however, if such person or corporation is otherwise subject to the jurisdiction of the Commission or such person or corporation has not had transactions or dealings other than the holding of stock and the receipt of dividends thereon with such public utility during the 2 year period next preceding. (3) No management, construction, engineering, supply, financial or similar contract and no contract or arrangement for the purchase, sale, lease or exchange of any property or for the furnishing of any service, property or thing, hereafter made with any affiliated interest, as hereinbefore defined, shall be effective unless it has first been filed with and consented to by the Commission or is exempted in accordance with the provisions of this Section or of Section 16‑111 of this Act. The Commission may condition such approval in such manner as it may deem necessary to safeguard the public interest. If it be found by the Commission, after investigation and a hearing, that any such contract or arrangement is not in the public interest, the Commission may disapprove such contract or arrangement. Every contract or arrangement not consented to or excepted by the Commission as provided for in this Section is void. The consent to, or exemption or waiver of consent to, any contract or arrangement under this Section or Section 16‑111, does not constitute approval of payments thereunder for the purpose of computing expense of operation in any rate proceeding. However, the Commission shall not require a public utility to make purchases at prices exceeding the prices offered by an affiliated interest, and the Commission shall not be required to disapprove or disallow, solely on the ground that such payments yield the affiliated interest a return or rate of return in excess of that allowed the public utility, any portion of payments for purchases from an affiliated interest. (4) The Commission may by general rules applicable alike to all public utilities affected thereby waive the filing and necessity for approval of contracts and arrangements described in subparagraph (3) of this Section in cases of (a) contracts or arrangements made in the ordinary course of business for the employment of officers or employees; (b) contracts or arrangements made in the ordinary course of business for the purchase of services, supplies, or other personal property at prices not exceeding the standard or prevailing market prices, or at prices or rates fixed pursuant to law; (c) contracts or arrangements where the total obligation to be incurred under such contract or arrangement does not exceed the lesser of (i) $5,000,000 or (ii) 2% of the public utility's receipts from all tariffed services (as defined in Article XVI) in the preceding calendar year; (d) the temporary leasing, lending or interchanging of equipment in the ordinary course of business or in case of an emergency; and (e) contracts made by a public utility with a person or corporation whose bid is the most favorable to the public utility, as ascertained by competitive bidding. If the Commission, after a hearing, finds that any public utility is abusing or has abused such general rule and thereby is evading compliance with the standard established herein, the Commission may require such public utility to thereafter file and receive the Commission's approval upon all such transactions, but that general rule shall remain in full force and effect as to all other public utilities. (Source: P.A. 90‑561, eff. 12‑16‑97.)
(220 ILCS 5/7‑102)(from Ch. 111 2/3, par. 7‑102) Sec. 7‑102. Transactions requiring Commission approval. (A) Unless the consent and approval of the Commission is first obtained or unless such approval is waived by the Commission or is exempted in accordance with the provisions of this Section or of any other Section of this Act: (a) No 2 or more public utilities may enter into
contracts with each other that will enable such public utilities to operate their lines or plants in connection with each other.
(b) No public utility may purchase, lease, or in any
other manner acquire control, direct or indirect, over the franchises, licenses, permits, plants, equipment, business or other property of any other public utility.
(c) No public utility may assign, transfer, lease,
mortgage, sell (by option or otherwise), or otherwise dispose of or encumber the whole or any part of its franchises, licenses, permits, plant, equipment, business, or other property, but the consent and approval of the Commission shall not be required for the sale, lease, assignment or transfer (1) by any public utility of any tangible personal property which is not necessary or useful in the performance of its duties to the public, or (2) by any railroad of any real or tangible personal property.
(d) No public utility may by any means, direct or
indirect, merge or consolidate its franchises, licenses, permits, plants, equipment, business or other property with that of any other public utility.
(e) No public utility may purchase, acquire, take or
receive any stock, stock certificates, bonds, notes or other evidences of indebtedness of any other public utility.
(f) No public utility may in any manner, directly or
indirectly, guarantee the performance of any contract or other obligation of any other person, firm or corporation whatsoever.
(g) No public utility may use, appropriate, or
divert any of its moneys, property or other resources in or to any business or enterprise which is not, prior to such use, appropriation or diversion essentially and directly connected with or a proper and necessary department or division of the business of such public utility; provided that this subsection shall not be construed as modifying subsections (a) through (e) of this Section.
(h) No public utility may, directly or indirectly,
invest, loan or advance, or permit to be invested, loaned or advanced any of its moneys, property or other resources in, for, in behalf of or to any other person, firm, trust, group, association, company or corporation whatsoever, except that no consent or approval by the Commission is necessary for the purchase of stock in development credit corporations organized under the Illinois Development Credit Corporation Act, providing that no such purchase may be made hereunder if, as a result of such purchase, the cumulative purchase price of all such shares owned by the utility would exceed one‑fiftieth of one per cent of the utility's gross operating revenue for the preceding calendar year.
(B) Any public utility may present to the Commission for approval options or contracts to sell or lease real property, notwithstanding that the value of the property under option may have changed between the date of the option and the subsequent date of sale or lease. If the options or contracts are approved by the Commission, subsequent sales or leases in conformance with those options or contracts may be made by the public utility without any further action by the Commission. If approval of the options or contracts is denied by the Commission, the options or contracts are void and any consideration theretofore paid to the public utility must be refunded within 30 days following disapproval of the application. (C) The proceedings for obtaining the approval of the Commission provided for in this Section shall be as follows: There shall be filed with the Commission a petition, joint or otherwise, as the case may be, signed and verified by the president, any vice president, secretary, treasurer, comptroller, general manager, or chief engineer of the respective companies, or by the person or company, as the case may be, clearly setting forth the object and purposes desired, and setting forth the full and complete terms of the proposed assignment, transfer, lease, mortgage, purchase, sale, merger, consolidation, contract or other transaction, as the case may be. Upon the filing of such petition, the Commission shall, if it deems necessary, fix a time and place for the hearing thereon. After such hearing, or in case no hearing is required, if the Commission is satisfied that such petition should reasonably be granted, and that the public will be convenienced thereby, the Commission shall make such order in the premises as it may deem proper and as the circumstances may require, attaching such conditions as it may deem proper, and thereupon it shall be lawful to do the things provided for in such order. The Commission shall impose such conditions as will protect the interest of minority and preferred stockholders. (D) The Commission shall have power by general rules applicable alike to all public utilities, other than electric and gas public utilities, affected thereby to waive the filing and necessity for approval of the following: (a) sales of property involving a consideration of not more than $300,000 for utilities with gross revenues in excess of $50,000,000 annually and a consideration of not more than $100,000 for all other utilities; (b) leases, easements and licenses involving a consideration or rental of not more than $30,000 per year for utilities with gross revenues in excess of $50,000,000 annually and a consideration or rental of not more than $10,000 per year for all other utilities; (c) leases of office building space not required by the public utility in rendering service to the public; (d) the temporary leasing, lending or interchanging of equipment in the ordinary course of business or in case of an emergency; and (e) purchase‑money mortgages given by a public utility in connection with the purchase of tangible personal property where the total obligation to be secured shall be payable within a period not exceeding one year. However, if the Commission, after a hearing, finds that any public utility to which such rule is applicable is abusing or has abused such general rule and thereby is evading compliance with the standard established herein, the Commission shall have power to require such public utility to thereafter file and receive the Commission's approval upon all such transactions as described in this Section, but such general rule shall remain in full force and effect as to all other public utilities to which such rule is applicable. (E) The filing of, and the consent and approval of the Commission for, any assignment, transfer, lease, mortgage, purchase, sale, merger, consolidation, contract or other transaction by an electric or gas public utility with gross revenues in all jurisdictions of $250,000,000 or more annually involving a sale price or annual consideration in an amount of $5,000,000 or less shall not be required. The Commission shall also have the authority, on petition by an electric or gas public utility with gross revenues in all jurisdictions of $250,000,000 or more annually, to establish by order higher thresholds than the foregoing for the requirement of approval of transactions by the Commission pursuant to this Section for the electric or gas public utility, but no greater than 1% of the electric or gas public utility's average total gross utility plant in service in the case of sale, assignment or acquisition of property, or 2.5% of the electric or gas public utility's total revenue in the case of other sales price or annual consideration, in each case based on the preceding calendar year, and subject to the power of the Commission, after notice and hearing, to further revise those thresholds at a later date. In addition to the foregoing, the Commission shall have power by general rules applicable alike to all electric and gas public utilities affected thereby to waive the filing and necessity for approval of the following: (a) sales of property involving a consideration of $100,000 or less for electric and gas utilities with gross revenues in all jurisdictions of less than $250,000,000 annually; (b) leases, easements and licenses involving a consideration or rental of not more than $10,000 per year for electric and gas utilities with gross revenues in all jurisdictions of less than $250,000,000 annually; (c) leases of office building space not required by the electric or gas public utility in rendering service to the public; (d) the temporary leasing, lending or interchanging of equipment in the ordinary course of business or in the case of an emergency; and (e) purchase‑money mortgages given by an electric or gas public utility in connection with the purchase of tangible personal property where the total obligation to be secured shall be payable within a period of one year or less. However, if the Commission, after a hearing, finds that any electric or gas public utility is abusing or has abused such general rule and thereby is evading compliance with the standard established herein, the Commission shall have power to require such electric or gas public utility to thereafter file and receive the Commission's approval upon all such transactions as described in this Section and not exempted pursuant to the first sentence of this paragraph or to subsection (g) of Section 16‑111 of this Act, but such general rule shall remain in full force and effect as to all other electric and gas public utilities. Every assignment, transfer, lease, mortgage, sale or other disposition or encumbrance of the whole or any part of the franchises, licenses, permits, plant, equipment, business or other property of any public utility, or any merger or consolidation thereof, and every contract, purchase of stock, or other transaction referred to in this Section and not exempted in accordance with the provisions of the immediately preceding paragraph of this Section, made otherwise than in accordance with an order of the Commission authorizing the same, except as provided in this Section, shall be void. The provisions of this Section shall not apply to any transactions by or with a political subdivision or municipal corporation of this State. (F) The provisions of this Section do not apply to the purchase or sale of emission allowances created under and defined in Title IV of the federal Clean Air Act Amendments of 1990 (P.L. 101‑549), as amended. (Source: P.A. 90‑561, eff. 12‑16‑97; 91‑357, eff. 7‑29‑99.)
(220 ILCS 5/7‑103)(from Ch. 111 2/3, par. 7‑103) Sec. 7‑103. (1) Whenever the Commission finds that the capital of any public utility has become impaired, or will be impaired by the payment of a dividend, the Commission shall have power to order said public utility to cease and desist the declaration and payment of any dividend upon its common and preferred stock, and no such public utility shall pay any dividend upon its common and preferred stock until such impairment shall have been made good. (2) No utility shall pay any dividend upon its common stock and preferred stock unless: (a) The utility's earnings and earned surplus are sufficient to declare and pay same after provision is made for reasonable and proper reserves. (b) The dividend proposed to be paid upon such common stock can reasonably be declared and paid without impairment of the ability of the utility to perform its duty to render reasonable and adequate service at reasonable rates. (c) It shall have set aside the depreciation annuity prescribed by the Commission or a reasonable depreciation annuity if none has been prescribed. If any dividends on common stock are proposed to be declared and paid other than as above provided, the utility shall give the Commission at least thirty days' notice in writing of its intention to so declare and pay such dividends and the Commission shall authorize the payment of such dividends only if it finds that the public interest requires such payment. Provided, however, that the Commission may grant such authority upon such conditions as it may deem necessary to safeguard the public interest. (Source: P.A. 84‑617.)
(220 ILCS 5/7‑104)(from Ch. 111 2/3, par. 7‑104) Sec. 7‑104. In a proceeding before the Commission in which the consent and approval of the Commission to the sale, lease or other disposition of any real property owned by a public utility is sought, any tenant in possession who has been in possession of such property for more than 5 years and who has made substantial improvements to the property has standing to appear and offer evidence to the Commission with respect to the proposed disposition, and the Commission, in making its determination, shall consider the rights and equities of such tenant in possession. (Source: P.A. 84‑617; 84‑1025.)
(220 ILCS 5/7‑105) Sec. 7‑105. (a) Notwithstanding anything to the contrary in Sections 6‑103, 7‑101, 7‑102, 7‑203, 7‑204, and 7‑204A of this Act or any rule or regulation promulgated by the Commission, a public utility providing electric service to more than 500,000 customers in this State may, within 550 days after the effective date of this amendatory Act of 1993 or any extension of time pursuant to Section 7‑106 of this Act, without the approval or consent of, or prior filing for the approval or consent of, the Commission: (i) engage in only those transactions as are
reasonably necessary to create a holding company and make the public utility a subsidiary company of the holding company; and
(ii) loan to such holding company prior to the 60th
day after the day on which such public utility becomes a subsidiary company of the holding company, amounts which, in the aggregate, do not exceed the lesser of $10,000,000 or 2.5% of the retained earnings of the public utility as reported on its most recent annual report to the Commission.
(b) The terms of transactions authorized by Section 7‑105(a)(i) shall require that the holding company pay, or reimburse the public utility for, all expenses incurred, services rendered, or facilities provided by the public utility engaging in such transactions. Such public utility shall incur no liabilities in or in connection with such transactions other than expenses incurred to effect such transactions. The terms of any loan authorized by Section 7‑105(a)(ii) shall require that the loan (i) be repaid no later than the 240th day after the public utility becomes a subsidiary company of the holding company and (ii) bear interest at the rate of 10% per annum. Contracts or arrangements between the public utility and any of its affiliates, including the holding company, other than as authorized by Section 7‑105(a), shall be subject to the jurisdiction of the Commission under Sections 7‑101, 7‑102, 7‑204A(b), and other applicable provisions, if any, of this Act. (c) Costs incurred by a public utility in effecting or attempting to effect any transaction authorized by this Section 7‑105 shall not be included in rate base or treated as allowable expenses for purposes of determining the rates to be charged by the public utility. (d) Not later than the earlier of (i) the 30th day after a public utility or a company which seeks to become a holding company of such public utility in accordance with this Section 7‑105 files any registration statement or application with any federal regulatory agency seeking authority for a transaction in which such public utility would become a subsidiary of such holding company or (ii) the 180th day after the effective date of this amendatory Act of 1993, such public utility or holding company shall file with the Commission, for the information of the Commission and the public, the information, to the extent available to such public utility or company on such day, described in Section 7‑204A(a) of this Act, and such public utility or company shall, until the day on which such public utility becomes a subsidiary of a holding company, file with the Commission all additional such information, and corrections, amendments, or supplements to all previously filed such information, as soon as practicable after it becomes available to such public utility or company; provided, that nothing in this Section 7‑105 eliminates or restricts the Commission's authority, on timely motion of any person or corporation, to enter an order to protect confidential, proprietary, or trade secret data or information filed with the Commission. (e) As used in Sections 7‑105 and 7‑106 of this Act, "subsidiary company" and "holding company" mean a "subsidiary company" and a "holding company" as defined in the Public Utility Holding Company Act of 1935, as amended. (Source: P.A. 88‑83.)
(220 ILCS 5/7‑106) Sec. 7‑106. (a) Subject to the limitations contained in this Section 7‑106, and notwithstanding anything to the contrary in Section 6‑103 and items (f), (g), and (h) of subsection (A) of Section 7‑102 of this Act or any rule or regulation promulgated by the Commission under this Act, a public utility that has filed, pursuant to Section 7‑105(d) of this Act, the information described in Section 7‑204A(a) of this Act, may, without the approval or consent of, or other prior filing with, the Commission, form, invest moneys denominated in United States dollars in, and guarantee contractual obligations of a subsidiary which engages in any business that provides to persons, corporations, municipal corporations, or other entities that are customers or potential customers of the public utility (i) heating, cooling, or lighting services; (ii) energy management services; or (iii) design, development, construction, engineering, financial, maintenance, management, or consulting services for owners, lessees, managers, or operators of facilities for the generation, transmission, or distribution of electricity; each such subsidiary is referred to in this Act as a "Section 7‑106 subsidiary". (b) Prior to investing in or guaranteeing any contractual obligations of a Section 7‑106 subsidiary, the utility shall file with the Commission a statement identifying all public utility assets or information in existence, such as customer lists, which the utility plans to transfer to or permit the Section 7‑106 subsidiary or any associate or affiliate of the subsidiary to use, which statement shall include a description of the proposed terms and conditions under which the assets or information will be transferred or used. (c) In any proceeding pending before the Commission to determine the rates to be charged for electric service by a public utility which has a Section 7‑106 subsidiary, or which is a subsidiary of a holding company formed under Section 7‑105 of this Act, the Commission shall reduce the public utility's rates to reflect the additional amount of revenue it would have earned during the test year if the Section 7‑106 subsidiary, such holding company, or any other subsidiary company of such holding company had not provided the customer with the services described in items (i), (ii), and (iii) of subsection (a) of this Section. The Commission shall not reduce the revenues of the public utility unless it finds that there was no reasonable probability that the customer would have obtained the services described in items (i), (ii), and (iii) of subsection (a) of this Section from another source (including the customer), if such subsidiary, holding company, or other subsidiary company had not entered into a contract or arrangement with the customer. A written statement by an employee or authorized agent of the customer that such services are available from other sources (including the customer) and that such agent or employee believes that there was a reasonable probability that the customer would have so obtained such services from another source (including the customer) shall constitute prima facie evidence of such reasonable probability. The provisions of this subsection shall not be construed as limiting the authority of the Commission with respect to rates under any other Section of this Act. (d) The aggregate amount of a public utility's investments in, and guarantees of, the contractual obligations of Section 7‑106 subsidiaries without the approval or consent of, or prior filing with, the Commission, outstanding at the time of and after giving effect to any such investment or guarantee, shall not exceed as of the date of such investment or guarantee an amount equal to the lesser of $170,000,000 or 20% of the retained earnings of the public utility as reported on its most recent annual report to the Commission. The amount of each such guarantee shall be limited to a maximum dollar amount which shall be specified in such guarantee. The terms of each such guarantee shall provide that it shall terminate, and it shall terminate, at the time that the public utility liquidates or transfers to any entity or person, the interest and investment of such public utility in the Section 7‑106 subsidiary whose obligations are subject to such guarantee. The authority of a public utility to invest in and guarantee the contractual obligations of a Section 7‑106 subsidiary without the approval or consent of, or prior filing with, the Commission, as permitted by this Section 7‑106, shall expire on the date such public utility liquidates or transfers its interest and investment in such Section 7‑106 subsidiary. (e) The Commission shall not consider the investment of a public utility in or its obligation to make an investment in a Section 7‑106 subsidiary, or the guarantee by a public utility of contractual obligations of its Section 7‑106 subsidiaries, in considering the amount or terms of any reparations or refunds to be made by such public utility to its customers. (f) On the date that a public utility becomes a subsidiary company of a holding company pursuant to Section 7‑105 of this Act, such public utility shall either: (i) liquidate or transfer its interest and
investment in its Section 7‑106 subsidiaries to such holding company or to any other entity or person in a transaction which does not require the prior approval or consent of the Commission under Section 7‑101 or Section 7‑102 of this Act, or
(ii) file with the Commission for its approval under
Section 7‑101 or Section 7‑102 of this Act, a plan for such public utility to liquidate or transfer its interest and investment in its Section 7‑106 subsidiaries.
(g) If on the 550th day after the effective date of this amendatory Act of 1993 such public utility is not a subsidiary company of a holding company, such public utility shall on such 550th day either: (i) liquidate or transfer its interest and
investment in its Section 7‑106 subsidiaries to any entity or person in a transaction which does not require the prior approval or consent of the Commission under Section 7‑101 or Section 7‑102 of this Act, or
(ii) file with the Commission for its approval under
Section 7‑101 or Section 7‑102 of this Act, a plan for such public utility to liquidate or transfer its interest and investment in its Section 7‑106 subsidiaries, or
(iii) file with the Commission a petition for an
extension of time within which: (A) to become a subsidiary company of a holding company and to take action pursuant to subsection (f) of this Section 7‑106; or (B) to take action pursuant to either subparagraph (i) or subparagraph (ii) of subsection (g) of this Section 7‑106. The Commission shall grant such extension to an appropriate date unless it finds that the public utility has not taken action in a timely and appropriate manner to seek all regulatory, shareholder, and other authority for or, after obtaining all such authority, has not taken action in a timely and appropriate manner to effect a transaction in which such public utility would become a subsidiary company of a holding company. If the Commission finds that the public utility has not taken action in a timely and appropriate manner to seek all regulatory, shareholder, and other authority for or, after obtaining all such authority, has not taken action in a timely and appropriate manner to effect a transaction in which such public utility would become a subsidiary company of a holding company, the Commission shall deny the public utility's petition and shall approve a plan for such public utility to liquidate or transfer its interests and investments in its Section 7‑106 subsidiaries. During the pendency of the proceeding before the Commission initiated by the petition filed by the public utility, the utility may continue to engage in activities described in Sections 7‑105 and 7‑106, as provided therein.
(h) Contracts or arrangements between a public utility and its Section 7‑106 subsidiaries, including contracts or arrangements for any services described in Section 7‑106 (a)(i), (ii), and (iii), but excluding investments and guarantees permitted by this Section 7‑106, shall be subject to the jurisdiction of the Commission under Sections 7‑101, 7‑102, 7‑204A(b), and other applicable provisions, if any, of this Act, except that such public utility may, pursuant to contracts or arrangements filed with the Commission, provide its Section 7‑106 subsidiaries with office facilities or administrative and management services which are reasonably necessary for the management of the business of its Section 7‑106 subsidiaries, which contracts or arrangements shall become effective upon such public utility filing with the Commission a petition seeking Commission approval thereof, and such contracts and arrangements shall remain in effect unless modified by the Commission after a hearing on such petition in which such public utility shall have the burden of proving the reasonable necessity of the provision of such facilities and services. Such contracts or arrangements shall require each Section 7‑106 subsidiary to pay to the public utility the fair market value for the use of such facilities and services. The public utility shall keep its books of account and other records in a manner that will enable the Commission to determine the propriety of any allocation of costs between the public utility and its Section 7‑106 subsidiaries. The burden of proving the propriety of any such allocation shall be on the public utility. The public utility shall also have the burden of proving that it has received or will receive fair market value for all facilities or services provided to its Section 7‑106 subsidiaries under this Section 7‑106. (i) The costs of any public utility investment in or guarantee of the contractual obligations of its Section 7‑106 subsidiaries shall not be included in rate base or treated as allowable expenses for purposes of determining the rates to be charged by the public utility. (j) No public utility shall have any liability to any of its Section 7‑106 subsidiaries, except any obligation it may have to make investments in such Section 7‑106 subsidiaries in accordance with this Section 7‑106. No public utility shall have any liability for any obligation or liability of any of its Section 7‑106 subsidiaries, except under any guarantee of contractual obligations of such Section 7‑106 subsidiaries made in accordance with this Section 7‑106. (k) No Section 7‑106 subsidiary shall engage in the repair or servicing of home or other consumer appliances except in emergencies posing a threat to life or property. (Source: P.A. 91‑357, eff. 7‑29‑99.)
(220 ILCS 5/7‑107) Sec. 7‑107. Nothing in Section 7‑105 or 7‑106 of this Act shall be construed as (a) limiting the ability of any public utility to engage in, or the authority of the Commission to authorize, any transaction subject to Section 7‑101, 7‑102, 7‑204, or 7‑204A of this Act as in effect prior to the effective date of this amendatory Act of 1993 or (b) affecting the validity of any petition or application for authorization under Section 7‑101, 7‑102, 7‑204, or 7‑204A of this Act pending before the Commission as of the effective date of this amendatory Act of 1993. (Source: P.A. 88‑83.)
(220 ILCS 5/7‑108) Sec. 7‑108. (a) Where an affiliate of an electric public utility has offered an unregulated sale of electricity, and such affiliate would use a portion of the utility's distribution or transmission facilities to distribute or transmit the electricity that is to be so sold, the utility shall make such portion of its facilities available to any other person or entity that offers to make such sale, at the same price and under the same terms and conditions as the utility makes such portion of its facilities available to its affiliate. Nothing contained in this Section 7‑108(a) shall be construed as requiring or authorizing the Commission to require an electric public utility to make any portion of its facilities available to its affiliate. (b) Where an affiliate of a gas public utility has offered an unregulated sale of gas,
(220 ILCS 5/7‑101)(from Ch. 111 2/3, par. 7‑101) Sec. 7‑101. Transactions with affiliated interests. (1) The Commission shall have jurisdiction over holders of the voting capital stock of all public utilities under the jurisdiction of the Commission to such extent as may be necessary to enable the Commission to require the disclosure of the identity in respective interests of every owner of any substantial interest in such voting capital stocks. One per centum or more is a substantial interest, within the meaning of this subdivision. (2) (i) Except as provided in subparagraph (ii) of this subsection (2), the Commission shall have jurisdiction over affiliated interests having transactions, other than ownership of stock and receipt of dividends thereon, with public utilities under the jurisdiction of the Commission, to the extent of access to all accounts and records of such affiliated interests relating to such transactions, including access to accounts and records of joint or general expenses, any portion of which may be applicable to such transactions; and to the extent of authority to require such reports with respect to such transactions to be submitted by such affiliated interests, as the Commission may prescribe. (ii) The Commission shall have jurisdiction over affiliated interests having transactions, other than ownership of stock and receipt of dividends thereon, with electric and gas public utilities under the jurisdiction of the Commission, to the extent of access to all accounts and records of such affiliated interests relating to such transactions, including access to accounts and records of joint and general expenses with the electric or gas public utility any portion of which is related to such transactions; and to the extent of authority to require such reports with respect to such transactions to be submitted by such affiliated interests, as the Commission may prescribe; provided, however, that prior to requesting such access or reports from the affiliated interest, the Commission shall first seek to obtain the information that would be included in such accounts, records or reports from the public utility. The Commission shall not have access to any accounts and records of, or require any reports from, an affiliated interest that are not related to a transaction, including without limitation a transfer or exchange of tangible or intangible assets, with the electric or gas public utility. Nothing in this paragraph shall limit the authority of the Commission otherwise provided under this Act to have access to accounts and records of, or to require reports from, the electric or gas public utility or to prescribe guidelines which the electric or gas public utility must follow in allocating costs to transactions with affiliated interests. For the purpose of this Section, the phrase "affiliated interests" means: (a) Every corporation and person owning or holding,
directly or indirectly, 10% or more of the voting capital stock of such public utility;
(b) Every corporation and person in any chain of
successive ownership of 10% or more of voting capital stock;
(c) Every corporation, 10% or more of whose voting
capital stock is owned by any person or corporation owning 10% or more of the voting capital stock of such public utility, or by any person or corporation in any such chain of successive ownership of 10% or more of voting capital stock;
(d) Every corporation, 10% or more of whose voting
securities is owned, directly or indirectly by such public utility;
(e) Every person who is an elective officer or
director of such public utility or of any corporation in any chain of successive ownership of 10% or more of voting capital stock;
(f) Every corporation which has one or more elective
officers or one or more directors in common with such public utility;
(g) Every corporation or person which the Commission
may determine as a matter of fact after investigation and hearing is actually exercising any substantial influence over the policies and actions of such public utility even though such influence is not based upon stock holding, stockholders, directors or officers to the extent specified in this Section;
(h) Every person or corporation who or which the
Commission may determine as a matter of fact after investigation and hearing is actually exercising such substantial influence over the policies and actions of such public utility in conjunction with one or more other corporations or persons with which or whom they are related by ownership or blood relationship or by action in concert that together they are affiliated with such public utility within the meaning of this Section even though no one of them alone is so affiliated.
No such person or corporation is affiliated within the meaning of this Section however, if such person or corporation is otherwise subject to the jurisdiction of the Commission or such person or corporation has not had transactions or dealings other than the holding of stock and the receipt of dividends thereon with such public utility during the 2 year period next preceding. (3) No management, construction, engineering, supply, financial or similar contract and no contract or arrangement for the purchase, sale, lease or exchange of any property or for the furnishing of any service, property or thing, hereafter made with any affiliated interest, as hereinbefore defined, shall be effective unless it has first been filed with and consented to by the Commission or is exempted in accordance with the provisions of this Section or of Section 16‑111 of this Act. The Commission may condition such approval in such manner as it may deem necessary to safeguard the public interest. If it be found by the Commission, after investigation and a hearing, that any such contract or arrangement is not in the public interest, the Commission may disapprove such contract or arrangement. Every contract or arrangement not consented to or excepted by the Commission as provided for in this Section is void. The consent to, or exemption or waiver of consent to, any contract or arrangement under this Section or Section 16‑111, does not constitute approval of payments thereunder for the purpose of computing expense of operation in any rate proceeding. However, the Commission shall not require a public utility to make purchases at prices exceeding the prices offered by an affiliated interest, and the Commission shall not be required to disapprove or disallow, solely on the ground that such payments yield the affiliated interest a return or rate of return in excess of that allowed the public utility, any portion of payments for purchases from an affiliated interest. (4) The Commission may by general rules applicable alike to all public utilities affected thereby waive the filing and necessity for approval of contracts and arrangements described in subparagraph (3) of this Section in cases of (a) contracts or arrangements made in the ordinary course of business for the employment of officers or employees; (b) contracts or arrangements made in the ordinary course of business for the purchase of services, supplies, or other personal property at prices not exceeding the standard or prevailing market prices, or at prices or rates fixed pursuant to law; (c) contracts or arrangements where the total obligation to be incurred under such contract or arrangement does not exceed the lesser of (i) $5,000,000 or (ii) 2% of the public utility's receipts from all tariffed services (as defined in Article XVI) in the preceding calendar year; (d) the temporary leasing, lending or interchanging of equipment in the ordinary course of business or in case of an emergency; and (e) contracts made by a public utility with a person or corporation whose bid is the most favorable to the public utility, as ascertained by competitive bidding. If the Commission, after a hearing, finds that any public utility is abusing or has abused such general rule and thereby is evading compliance with the standard established herein, the Commission may require such public utility to thereafter file and receive the Commission's approval upon all such transactions, but that general rule shall remain in full force and effect as to all other public utilities. (Source: P.A. 90‑561, eff. 12‑16‑97.)
(220 ILCS 5/7‑102)(from Ch. 111 2/3, par. 7‑102) Sec. 7‑102. Transactions requiring Commission approval. (A) Unless the consent and approval of the Commission is first obtained or unless such approval is waived by the Commission or is exempted in accordance with the provisions of this Section or of any other Section of this Act: (a) No 2 or more public utilities may enter into
contracts with each other that will enable such public utilities to operate their lines or plants in connection with each other.
(b) No public utility may purchase, lease, or in any
other manner acquire control, direct or indirect, over the franchises, licenses, permits, plants, equipment, business or other property of any other public utility.
(c) No public utility may assign, transfer, lease,
mortgage, sell (by option or otherwise), or otherwise dispose of or encumber the whole or any part of its franchises, licenses, permits, plant, equipment, business, or other property, but the consent and approval of the Commission shall not be required for the sale, lease, assignment or transfer (1) by any public utility of any tangible personal property which is not necessary or useful in the performance of its duties to the public, or (2) by any railroad of any real or tangible personal property.
(d) No public utility may by any means, direct or
indirect, merge or consolidate its franchises, licenses, permits, plants, equipment, business or other property with that of any other public utility.
(e) No public utility may purchase, acquire, take or
receive any stock, stock certificates, bonds, notes or other evidences of indebtedness of any other public utility.
(f) No public utility may in any manner, directly or
indirectly, guarantee the performance of any contract or other obligation of any other person, firm or corporation whatsoever.
(g) No public utility may use, appropriate, or
divert any of its moneys, property or other resources in or to any business or enterprise which is not, prior to such use, appropriation or diversion essentially and directly connected with or a proper and necessary department or division of the business of such public utility; provided that this subsection shall not be construed as modifying subsections (a) through (e) of this Section.
(h) No public utility may, directly or indirectly,
invest, loan or advance, or permit to be invested, loaned or advanced any of its moneys, property or other resources in, for, in behalf of or to any other person, firm, trust, group, association, company or corporation whatsoever, except that no consent or approval by the Commission is necessary for the purchase of stock in development credit corporations organized under the Illinois Development Credit Corporation Act, providing that no such purchase may be made hereunder if, as a result of such purchase, the cumulative purchase price of all such shares owned by the utility would exceed one‑fiftieth of one per cent of the utility's gross operating revenue for the preceding calendar year.
(B) Any public utility may present to the Commission for approval options or contracts to sell or lease real property, notwithstanding that the value of the property under option may have changed between the date of the option and the subsequent date of sale or lease. If the options or contracts are approved by the Commission, subsequent sales or leases in conformance with those options or contracts may be made by the public utility without any further action by the Commission. If approval of the options or contracts is denied by the Commission, the options or contracts are void and any consideration theretofore paid to the public utility must be refunded within 30 days following disapproval of the application. (C) The proceedings for obtaining the approval of the Commission provided for in this Section shall be as follows: There shall be filed with the Commission a petition, joint or otherwise, as the case may be, signed and verified by the president, any vice president, secretary, treasurer, comptroller, general manager, or chief engineer of the respective companies, or by the person or company, as the case may be, clearly setting forth the object and purposes desired, and setting forth the full and complete terms of the proposed assignment, transfer, lease, mortgage, purchase, sale, merger, consolidation, contract or other transaction, as the case may be. Upon the filing of such petition, the Commission shall, if it deems necessary, fix a time and place for the hearing thereon. After such hearing, or in case no hearing is required, if the Commission is satisfied that such petition should reasonably be granted, and that the public will be convenienced thereby, the Commission shall make such order in the premises as it may deem proper and as the circumstances may require, attaching such conditions as it may deem proper, and thereupon it shall be lawful to do the things provided for in such order. The Commission shall impose such conditions as will protect the interest of minority and preferred stockholders. (D) The Commission shall have power by general rules applicable alike to all public utilities, other than electric and gas public utilities, affected thereby to waive the filing and necessity for approval of the following: (a) sales of property involving a consideration of not more than $300,000 for utilities with gross revenues in excess of $50,000,000 annually and a consideration of not more than $100,000 for all other utilities; (b) leases, easements and licenses involving a consideration or rental of not more than $30,000 per year for utilities with gross revenues in excess of $50,000,000 annually and a consideration or rental of not more than $10,000 per year for all other utilities; (c) leases of office building space not required by the public utility in rendering service to the public; (d) the temporary leasing, lending or interchanging of equipment in the ordinary course of business or in case of an emergency; and (e) purchase‑money mortgages given by a public utility in connection with the purchase of tangible personal property where the total obligation to be secured shall be payable within a period not exceeding one year. However, if the Commission, after a hearing, finds that any public utility to which such rule is applicable is abusing or has abused such general rule and thereby is evading compliance with the standard established herein, the Commission shall have power to require such public utility to thereafter file and receive the Commission's approval upon all such transactions as described in this Section, but such general rule shall remain in full force and effect as to all other public utilities to which such rule is applicable. (E) The filing of, and the consent and approval of the Commission for, any assignment, transfer, lease, mortgage, purchase, sale, merger, consolidation, contract or other transaction by an electric or gas public utility with gross revenues in all jurisdictions of $250,000,000 or more annually involving a sale price or annual consideration in an amount of $5,000,000 or less shall not be required. The Commission shall also have the authority, on petition by an electric or gas public utility with gross revenues in all jurisdictions of $250,000,000 or more annually, to establish by order higher thresholds than the foregoing for the requirement of approval of transactions by the Commission pursuant to this Section for the electric or gas public utility, but no greater than 1% of the electric or gas public utility's average total gross utility plant in service in the case of sale, assignment or acquisition of property, or 2.5% of the electric or gas public utility's total revenue in the case of other sales price or annual consideration, in each case based on the preceding calendar year, and subject to the power of the Commission, after notice and hearing, to further revise those thresholds at a later date. In addition to the foregoing, the Commission shall have power by general rules applicable alike to all electric and gas public utilities affected thereby to waive the filing and necessity for approval of the following: (a) sales of property involving a consideration of $100,000 or less for electric and gas utilities with gross revenues in all jurisdictions of less than $250,000,000 annually; (b) leases, easements and licenses involving a consideration or rental of not more than $10,000 per year for electric and gas utilities with gross revenues in all jurisdictions of less than $250,000,000 annually; (c) leases of office building space not required by the electric or gas public utility in rendering service to the public; (d) the temporary leasing, lending or interchanging of equipment in the ordinary course of business or in the case of an emergency; and (e) purchase‑money mortgages given by an electric or gas public utility in connection with the purchase of tangible personal property where the total obligation to be secured shall be payable within a period of one year or less. However, if the Commission, after a hearing, finds that any electric or gas public utility is abusing or has abused such general rule and thereby is evading compliance with the standard established herein, the Commission shall have power to require such electric or gas public utility to thereafter file and receive the Commission's approval upon all such transactions as described in this Section and not exempted pursuant to the first sentence of this paragraph or to subsection (g) of Section 16‑111 of this Act, but such general rule shall remain in full force and effect as to all other electric and gas public utilities. Every assignment, transfer, lease, mortgage, sale or other disposition or encumbrance of the whole or any part of the franchises, licenses, permits, plant, equipment, business or other property of any public utility, or any merger or consolidation thereof, and every contract, purchase of stock, or other transaction referred to in this Section and not exempted in accordance with the provisions of the immediately preceding paragraph of this Section, made otherwise than in accordance with an order of the Commission authorizing the same, except as provided in this Section, shall be void. The provisions of this Section shall not apply to any transactions by or with a political subdivision or municipal corporation of this State. (F) The provisions of this Section do not apply to the purchase or sale of emission allowances created under and defined in Title IV of the federal Clean Air Act Amendments of 1990 (P.L. 101‑549), as amended. (Source: P.A. 90‑561, eff. 12‑16‑97; 91‑357, eff. 7‑29‑99.)
(220 ILCS 5/7‑103)(from Ch. 111 2/3, par. 7‑103) Sec. 7‑103. (1) Whenever the Commission finds that the capital of any public utility has become impaired, or will be impaired by the payment of a dividend, the Commission shall have power to order said public utility to cease and desist the declaration and payment of any dividend upon its common and preferred stock, and no such public utility shall pay any dividend upon its common and preferred stock until such impairment shall have been made good. (2) No utility shall pay any dividend upon its common stock and preferred stock unless: (a) The utility's earnings and earned surplus are sufficient to declare and pay same after provision is made for reasonable and proper reserves. (b) The dividend proposed to be paid upon such common stock can reasonably be declared and paid without impairment of the ability of the utility to perform its duty to render reasonable and adequate service at reasonable rates. (c) It shall have set aside the depreciation annuity prescribed by the Commission or a reasonable depreciation annuity if none has been prescribed. If any dividends on common stock are proposed to be declared and paid other than as above provided, the utility shall give the Commission at least thirty days' notice in writing of its intention to so declare and pay such dividends and the Commission shall authorize the payment of such dividends only if it finds that the public interest requires such payment. Provided, however, that the Commission may grant such authority upon such conditions as it may deem necessary to safeguard the public interest. (Source: P.A. 84‑617.)
(220 ILCS 5/7‑104)(from Ch. 111 2/3, par. 7‑104) Sec. 7‑104. In a proceeding before the Commission in which the consent and approval of the Commission to the sale, lease or other disposition of any real property owned by a public utility is sought, any tenant in possession who has been in possession of such property for more than 5 years and who has made substantial improvements to the property has standing to appear and offer evidence to the Commission with respect to the proposed disposition, and the Commission, in making its determination, shall consider the rights and equities of such tenant in possession. (Source: P.A. 84‑617; 84‑1025.)
(220 ILCS 5/7‑105) Sec. 7‑105. (a) Notwithstanding anything to the contrary in Sections 6‑103, 7‑101, 7‑102, 7‑203, 7‑204, and 7‑204A of this Act or any rule or regulation promulgated by the Commission, a public utility providing electric service to more than 500,000 customers in this State may, within 550 days after the effective date of this amendatory Act of 1993 or any extension of time pursuant to Section 7‑106 of this Act, without the approval or consent of, or prior filing for the approval or consent of, the Commission: (i) engage in only those transactions as are
reasonably necessary to create a holding company and make the public utility a subsidiary company of the holding company; and
(ii) loan to such holding company prior to the 60th
day after the day on which such public utility becomes a subsidiary company of the holding company, amounts which, in the aggregate, do not exceed the lesser of $10,000,000 or 2.5% of the retained earnings of the public utility as reported on its most recent annual report to the Commission.
(b) The terms of transactions authorized by Section 7‑105(a)(i) shall require that the holding company pay, or reimburse the public utility for, all expenses incurred, services rendered, or facilities provided by the public utility engaging in such transactions. Such public utility shall incur no liabilities in or in connection with such transactions other than expenses incurred to effect such transactions. The terms of any loan authorized by Section 7‑105(a)(ii) shall require that the loan (i) be repaid no later than the 240th day after the public utility becomes a subsidiary company of the holding company and (ii) bear interest at the rate of 10% per annum. Contracts or arrangements between the public utility and any of its affiliates, including the holding company, other than as authorized by Section 7‑105(a), shall be subject to the jurisdiction of the Commission under Sections 7‑101, 7‑102, 7‑204A(b), and other applicable provisions, if any, of this Act. (c) Costs incurred by a public utility in effecting or attempting to effect any transaction authorized by this Section 7‑105 shall not be included in rate base or treated as allowable expenses for purposes of determining the rates to be charged by the public utility. (d) Not later than the earlier of (i) the 30th day after a public utility or a company which seeks to become a holding company of such public utility in accordance with this Section 7‑105 files any registration statement or application with any federal regulatory agency seeking authority for a transaction in which such public utility would become a subsidiary of such holding company or (ii) the 180th day after the effective date of this amendatory Act of 1993, such public utility or holding company shall file with the Commission, for the information of the Commission and the public, the information, to the extent available to such public utility or company on such day, described in Section 7‑204A(a) of this Act, and such public utility or company shall, until the day on which such public utility becomes a subsidiary of a holding company, file with the Commission all additional such information, and corrections, amendments, or supplements to all previously filed such information, as soon as practicable after it becomes available to such public utility or company; provided, that nothing in this Section 7‑105 eliminates or restricts the Commission's authority, on timely motion of any person or corporation, to enter an order to protect confidential, proprietary, or trade secret data or information filed with the Commission. (e) As used in Sections 7‑105 and 7‑106 of this Act, "subsidiary company" and "holding company" mean a "subsidiary company" and a "holding company" as defined in the Public Utility Holding Company Act of 1935, as amended. (Source: P.A. 88‑83.)
(220 ILCS 5/7‑106) Sec. 7‑106. (a) Subject to the limitations contained in this Section 7‑106, and notwithstanding anything to the contrary in Section 6‑103 and items (f), (g), and (h) of subsection (A) of Section 7‑102 of this Act or any rule or regulation promulgated by the Commission under this Act, a public utility that has filed, pursuant to Section 7‑105(d) of this Act, the information described in Section 7‑204A(a) of this Act, may, without the approval or consent of, or other prior filing with, the Commission, form, invest moneys denominated in United States dollars in, and guarantee contractual obligations of a subsidiary which engages in any business that provides to persons, corporations, municipal corporations, or other entities that are customers or potential customers of the public utility (i) heating, cooling, or lighting services; (ii) energy management services; or (iii) design, development, construction, engineering, financial, maintenance, management, or consulting services for owners, lessees, managers, or operators of facilities for the generation, transmission, or distribution of electricity; each such subsidiary is referred to in this Act as a "Section 7‑106 subsidiary". (b) Prior to investing in or guaranteeing any contractual obligations of a Section 7‑106 subsidiary, the utility shall file with the Commission a statement identifying all public utility assets or information in existence, such as customer lists, which the utility plans to transfer to or permit the Section 7‑106 subsidiary or any associate or affiliate of the subsidiary to use, which statement shall include a description of the proposed terms and conditions under which the assets or information will be transferred or used. (c) In any proceeding pending before the Commission to determine the rates to be charged for electric service by a public utility which has a Section 7‑106 subsidiary, or which is a subsidiary of a holding company formed under Section 7‑105 of this Act, the Commission shall reduce the public utility's rates to reflect the additional amount of revenue it would have earned during the test year if the Section 7‑106 subsidiary, such holding company, or any other subsidiary company of such holding company had not provided the customer with the services described in items (i), (ii), and (iii) of subsection (a) of this Section. The Commission shall not reduce the revenues of the public utility unless it finds that there was no reasonable probability that the customer would have obtained the services described in items (i), (ii), and (iii) of subsection (a) of this Section from another source (including the customer), if such subsidiary, holding company, or other subsidiary company had not entered into a contract or arrangement with the customer. A written statement by an employee or authorized agent of the customer that such services are available from other sources (including the customer) and that such agent or employee believes that there was a reasonable probability that the customer would have so obtained such services from another source (including the customer) shall constitute prima facie evidence of such reasonable probability. The provisions of this subsection shall not be construed as limiting the authority of the Commission with respect to rates under any other Section of this Act. (d) The aggregate amount of a public utility's investments in, and guarantees of, the contractual obligations of Section 7‑106 subsidiaries without the approval or consent of, or prior filing with, the Commission, outstanding at the time of and after giving effect to any such investment or guarantee, shall not exceed as of the date of such investment or guarantee an amount equal to the lesser of $170,000,000 or 20% of the retained earnings of the public utility as reported on its most recent annual report to the Commission. The amount of each such guarantee shall be limited to a maximum dollar amount which shall be specified in such guarantee. The terms of each such guarantee shall provide that it shall terminate, and it shall terminate, at the time that the public utility liquidates or transfers to any entity or person, the interest and investment of such public utility in the Section 7‑106 subsidiary whose obligations are subject to such guarantee. The authority of a public utility to invest in and guarantee the contractual obligations of a Section 7‑106 subsidiary without the approval or consent of, or prior filing with, the Commission, as permitted by this Section 7‑106, shall expire on the date such public utility liquidates or transfers its interest and investment in such Section 7‑106 subsidiary. (e) The Commission shall not consider the investment of a public utility in or its obligation to make an investment in a Section 7‑106 subsidiary, or the guarantee by a public utility of contractual obligations of its Section 7‑106 subsidiaries, in considering the amount or terms of any reparations or refunds to be made by such public utility to its customers. (f) On the date that a public utility becomes a subsidiary company of a holding company pursuant to Section 7‑105 of this Act, such public utility shall either: (i) liquidate or transfer its interest and
investment in its Section 7‑106 subsidiaries to such holding company or to any other entity or person in a transaction which does not require the prior approval or consent of the Commission under Section 7‑101 or Section 7‑102 of this Act, or
(ii) file with the Commission for its approval under
Section 7‑101 or Section 7‑102 of this Act, a plan for such public utility to liquidate or transfer its interest and investment in its Section 7‑106 subsidiaries.
(g) If on the 550th day after the effective date of this amendatory Act of 1993 such public utility is not a subsidiary company of a holding company, such public utility shall on such 550th day either: (i) liquidate or transfer its interest and
investment in its Section 7‑106 subsidiaries to any entity or person in a transaction which does not require the prior approval or consent of the Commission under Section 7‑101 or Section 7‑102 of this Act, or
(ii) file with the Commission for its approval under
Section 7‑101 or Section 7‑102 of this Act, a plan for such public utility to liquidate or transfer its interest and investment in its Section 7‑106 subsidiaries, or
(iii) file with the Commission a petition for an
extension of time within which: (A) to become a subsidiary company of a holding company and to take action pursuant to subsection (f) of this Section 7‑106; or (B) to take action pursuant to either subparagraph (i) or subparagraph (ii) of subsection (g) of this Section 7‑106. The Commission shall grant such extension to an appropriate date unless it finds that the public utility has not taken action in a timely and appropriate manner to seek all regulatory, shareholder, and other authority for or, after obtaining all such authority, has not taken action in a timely and appropriate manner to effect a transaction in which such public utility would become a subsidiary company of a holding company. If the Commission finds that the public utility has not taken action in a timely and appropriate manner to seek all regulatory, shareholder, and other authority for or, after obtaining all such authority, has not taken action in a timely and appropriate manner to effect a transaction in which such public utility would become a subsidiary company of a holding company, the Commission shall deny the public utility's petition and shall approve a plan for such public utility to liquidate or transfer its interests and investments in its Section 7‑106 subsidiaries. During the pendency of the proceeding before the Commission initiated by the petition filed by the public utility, the utility may continue to engage in activities described in Sections 7‑105 and 7‑106, as provided therein.
(h) Contracts or arrangements between a public utility and its Section 7‑106 subsidiaries, including contracts or arrangements for any services described in Section 7‑106 (a)(i), (ii), and (iii), but excluding investments and guarantees permitted by this Section 7‑106, shall be subject to the jurisdiction of the Commission under Sections 7‑101, 7‑102, 7‑204A(b), and other applicable provisions, if any, of this Act, except that such public utility may, pursuant to contracts or arrangements filed with the Commission, provide its Section 7‑106 subsidiaries with office facilities or administrative and management services which are reasonably necessary for the management of the business of its Section 7‑106 subsidiaries, which contracts or arrangements shall become effective upon such public utility filing with the Commission a petition seeking Commission approval thereof, and such contracts and arrangements shall remain in effect unless modified by the Commission after a hearing on such petition in which such public utility shall have the burden of proving the reasonable necessity of the provision of such facilities and services. Such contracts or arrangements shall require each Section 7‑106 subsidiary to pay to the public utility the fair market value for the use of such facilities and services. The public utility shall keep its books of account and other records in a manner that will enable the Commission to determine the propriety of any allocation of costs between the public utility and its Section 7‑106 subsidiaries. The burden of proving the propriety of any such allocation shall be on the public utility. The public utility shall also have the burden of proving that it has received or will receive fair market value for all facilities or services provided to its Section 7‑106 subsidiaries under this Section 7‑106. (i) The costs of any public utility investment in or guarantee of the contractual obligations of its Section 7‑106 subsidiaries shall not be included in rate base or treated as allowable expenses for purposes of determining the rates to be charged by the public utility. (j) No public utility shall have any liability to any of its Section 7‑106 subsidiaries, except any obligation it may have to make investments in such Section 7‑106 subsidiaries in accordance with this Section 7‑106. No public utility shall have any liability for any obligation or liability of any of its Section 7‑106 subsidiaries, except under any guarantee of contractual obligations of such Section 7‑106 subsidiaries made in accordance with this Section 7‑106. (k) No Section 7‑106 subsidiary shall engage in the repair or servicing of home or other consumer appliances except in emergencies posing a threat to life or property. (Source: P.A. 91‑357, eff. 7‑29‑99.)
(220 ILCS 5/7‑107) Sec. 7‑107. Nothing in Section 7‑105 or 7‑106 of this Act shall be construed as (a) limiting the ability of any public utility to engage in, or the authority of the Commission to authorize, any transaction subject to Section 7‑101, 7‑102, 7‑204, or 7‑204A of this Act as in effect prior to the effective date of this amendatory Act of 1993 or (b) affecting the validity of any petition or application for authorization under Section 7‑101, 7‑102, 7‑204, or 7‑204A of this Act pending before the Commission as of the effective date of this amendatory Act of 1993. (Source: P.A. 88‑83.)
(220 ILCS 5/7‑108) Sec. 7‑108. (a) Where an affiliate of an electric public utility has offered an unregulated sale of electricity, and such affiliate would use a portion of the utility's distribution or transmission facilities to distribute or transmit the electricity that is to be so sold, the utility shall make such portion of its facilities available to any other person or entity that offers to make such sale, at the same price and under the same terms and conditions as the utility makes such portion of its facilities available to its affiliate. Nothing contained in this Section 7‑108(a) shall be construed as requiring or authorizing the Commission to require an electric public utility to make any portion of its facilities available to its affiliate. (b) Where an affiliate of a gas public utility has offered an unregulated sale of gas,
(220 ILCS 5/7‑101)(from Ch. 111 2/3, par. 7‑101) Sec. 7‑101. Transactions with affiliated interests. (1) The Commission shall have jurisdiction over holders of the voting capital stock of all public utilities under the jurisdiction of the Commission to such extent as may be necessary to enable the Commission to require the disclosure of the identity in respective interests of every owner of any substantial interest in such voting capital stocks. One per centum or more is a substantial interest, within the meaning of this subdivision. (2) (i) Except as provided in subparagraph (ii) of this subsection (2), the Commission shall have jurisdiction over affiliated interests having transactions, other than ownership of stock and receipt of dividends thereon, with public utilities under the jurisdiction of the Commission, to the extent of access to all accounts and records of such affiliated interests relating to such transactions, including access to accounts and records of joint or general expenses, any portion of which may be applicable to such transactions; and to the extent of authority to require such reports with respect to such transactions to be submitted by such affiliated interests, as the Commission may prescribe. (ii) The Commission shall have jurisdiction over affiliated interests having transactions, other than ownership of stock and receipt of dividends thereon, with electric and gas public utilities under the jurisdiction of the Commission, to the extent of access to all accounts and records of such affiliated interests relating to such transactions, including access to accounts and records of joint and general expenses with the electric or gas public utility any portion of which is related to such transactions; and to the extent of authority to require such reports with respect to such transactions to be submitted by such affiliated interests, as the Commission may prescribe; provided, however, that prior to requesting such access or reports from the affiliated interest, the Commission shall first seek to obtain the information that would be included in such accounts, records or reports from the public utility. The Commission shall not have access to any accounts and records of, or require any reports from, an affiliated interest that are not related to a transaction, including without limitation a transfer or exchange of tangible or intangible assets, with the electric or gas public utility. Nothing in this paragraph shall limit the authority of the Commission otherwise provided under this Act to have access to accounts and records of, or to require reports from, the electric or gas public utility or to prescribe guidelines which the electric or gas public utility must follow in allocating costs to transactions with affiliated interests. For the purpose of this Section, the phrase "affiliated interests" means: (a) Every corporation and person owning or holding,
directly or indirectly, 10% or more of the voting capital stock of such public utility;
(b) Every corporation and person in any chain of
successive ownership of 10% or more of voting capital stock;
(c) Every corporation, 10% or more of whose voting
capital stock is owned by any person or corporation owning 10% or more of the voting capital stock of such public utility, or by any person or corporation in any such chain of successive ownership of 10% or more of voting capital stock;
(d) Every corporation, 10% or more of whose voting
securities is owned, directly or indirectly by such public utility;
(e) Every person who is an elective officer or
director of such public utility or of any corporation in any chain of successive ownership of 10% or more of voting capital stock;
(f) Every corporation which has one or more elective
officers or one or more directors in common with such public utility;
(g) Every corporation or person which the Commission
may determine as a matter of fact after investigation and hearing is actually exercising any substantial influence over the policies and actions of such public utility even though such influence is not based upon stock holding, stockholders, directors or officers to the extent specified in this Section;
(h) Every person or corporation who or which the
Commission may determine as a matter of fact after investigation and hearing is actually exercising such substantial influence over the policies and actions of such public utility in conjunction with one or more other corporations or persons with which or whom they are related by ownership or blood relationship or by action in concert that together they are affiliated with such public utility within the meaning of this Section even though no one of them alone is so affiliated.
No such person or corporation is affiliated within the meaning of this Section however, if such person or corporation is otherwise subject to the jurisdiction of the Commission or such person or corporation has not had transactions or dealings other than the holding of stock and the receipt of dividends thereon with such public utility during the 2 year period next preceding. (3) No management, construction, engineering, supply, financial or similar contract and no contract or arrangement for the purchase, sale, lease or exchange of any property or for the furnishing of any service, property or thing, hereafter made with any affiliated interest, as hereinbefore defined, shall be effective unless it has first been filed with and consented to by the Commission or is exempted in accordance with the provisions of this Section or of Section 16‑111 of this Act. The Commission may condition such approval in such manner as it may deem necessary to safeguard the public interest. If it be found by the Commission, after investigation and a hearing, that any such contract or arrangement is not in the public interest, the Commission may disapprove such contract or arrangement. Every contract or arrangement not consented to or excepted by the Commission as provided for in this Section is void. The consent to, or exemption or waiver of consent to, any contract or arrangement under this Section or Section 16‑111, does not constitute approval of payments thereunder for the purpose of computing expense of operation in any rate proceeding. However, the Commission shall not require a public utility to make purchases at prices exceeding the prices offered by an affiliated interest, and the Commission shall not be required to disapprove or disallow, solely on the ground that such payments yield the affiliated interest a return or rate of return in excess of that allowed the public utility, any portion of payments for purchases from an affiliated interest. (4) The Commission may by general rules applicable alike to all public utilities affected thereby waive the filing and necessity for approval of contracts and arrangements described in subparagraph (3) of this Section in cases of (a) contracts or arrangements made in the ordinary course of business for the employment of officers or employees; (b) contracts or arrangements made in the ordinary course of business for the purchase of services, supplies, or other personal property at prices not exceeding the standard or prevailing market prices, or at prices or rates fixed pursuant to law; (c) contracts or arrangements where the total obligation to be incurred under such contract or arrangement does not exceed the lesser of (i) $5,000,000 or (ii) 2% of the public utility's receipts from all tariffed services (as defined in Article XVI) in the preceding calendar year; (d) the temporary leasing, lending or interchanging of equipment in the ordinary course of business or in case of an emergency; and (e) contracts made by a public utility with a person or corporation whose bid is the most favorable to the public utility, as ascertained by competitive bidding. If the Commission, after a hearing, finds that any public utility is abusing or has abused such general rule and thereby is evading compliance with the standard established herein, the Commission may require such public utility to thereafter file and receive the Commission's approval upon all such transactions, but that general rule shall remain in full force and effect as to all other public utilities. (Source: P.A. 90‑561, eff. 12‑16‑97.)
(220 ILCS 5/7‑102)(from Ch. 111 2/3, par. 7‑102) Sec. 7‑102. Transactions requiring Commission approval. (A) Unless the consent and approval of the Commission is first obtained or unless such approval is waived by the Commission or is exempted in accordance with the provisions of this Section or of any other Section of this Act: (a) No 2 or more public utilities may enter into
contracts with each other that will enable such public utilities to operate their lines or plants in connection with each other.
(b) No public utility may purchase, lease, or in any
other manner acquire control, direct or indirect, over the franchises, licenses, permits, plants, equipment, business or other property of any other public utility.
(c) No public utility may assign, transfer, lease,
mortgage, sell (by option or otherwise), or otherwise dispose of or encumber the whole or any part of its franchises, licenses, permits, plant, equipment, business, or other property, but the consent and approval of the Commission shall not be required for the sale, lease, assignment or transfer (1) by any public utility of any tangible personal property which is not necessary or useful in the performance of its duties to the public, or (2) by any railroad of any real or tangible personal property.
(d) No public utility may by any means, direct or
indirect, merge or consolidate its franchises, licenses, permits, plants, equipment, business or other property with that of any other public utility.
(e) No public utility may purchase, acquire, take or
receive any stock, stock certificates, bonds, notes or other evidences of indebtedness of any other public utility.
(f) No public utility may in any manner, directly or
indirectly, guarantee the performance of any contract or other obligation of any other person, firm or corporation whatsoever.
(g) No public utility may use, appropriate, or
divert any of its moneys, property or other resources in or to any business or enterprise which is not, prior to such use, appropriation or diversion essentially and directly connected with or a proper and necessary department or division of the business of such public utility; provided that this subsection shall not be construed as modifying subsections (a) through (e) of this Section.
(h) No public utility may, directly or indirectly,
invest, loan or advance, or permit to be invested, loaned or advanced any of its moneys, property or other resources in, for, in behalf of or to any other person, firm, trust, group, association, company or corporation whatsoever, except that no consent or approval by the Commission is necessary for the purchase of stock in development credit corporations organized under the Illinois Development Credit Corporation Act, providing that no such purchase may be made hereunder if, as a result of such purchase, the cumulative purchase price of all such shares owned by the utility would exceed one‑fiftieth of one per cent of the utility's gross operating revenue for the preceding calendar year.
(B) Any public utility may present to the Commission for approval options or contracts to sell or lease real property, notwithstanding that the value of the property under option may have changed between the date of the option and the subsequent date of sale or lease. If the options or contracts are approved by the Commission, subsequent sales or leases in conformance with those options or contracts may be made by the public utility without any further action by the Commission. If approval of the options or contracts is denied by the Commission, the options or contracts are void and any consideration theretofore paid to the public utility must be refunded within 30 days following disapproval of the application. (C) The proceedings for obtaining the approval of the Commission provided for in this Section shall be as follows: There shall be filed with the Commission a petition, joint or otherwise, as the case may be, signed and verified by the president, any vice president, secretary, treasurer, comptroller, general manager, or chief engineer of the respective companies, or by the person or company, as the case may be, clearly setting forth the object and purposes desired, and setting forth the full and complete terms of the proposed assignment, transfer, lease, mortgage, purchase, sale, merger, consolidation, contract or other transaction, as the case may be. Upon the filing of such petition, the Commission shall, if it deems necessary, fix a time and place for the hearing thereon. After such hearing, or in case no hearing is required, if the Commission is satisfied that such petition should reasonably be granted, and that the public will be convenienced thereby, the Commission shall make such order in the premises as it may deem proper and as the circumstances may require, attaching such conditions as it may deem proper, and thereupon it shall be lawful to do the things provided for in such order. The Commission shall impose such conditions as will protect the interest of minority and preferred stockholders. (D) The Commission shall have power by general rules applicable alike to all public utilities, other than electric and gas public utilities, affected thereby to waive the filing and necessity for approval of the following: (a) sales of property involving a consideration of not more than $300,000 for utilities with gross revenues in excess of $50,000,000 annually and a consideration of not more than $100,000 for all other utilities; (b) leases, easements and licenses involving a consideration or rental of not more than $30,000 per year for utilities with gross revenues in excess of $50,000,000 annually and a consideration or rental of not more than $10,000 per year for all other utilities; (c) leases of office building space not required by the public utility in rendering service to the public; (d) the temporary leasing, lending or interchanging of equipment in the ordinary course of business or in case of an emergency; and (e) purchase‑money mortgages given by a public utility in connection with the purchase of tangible personal property where the total obligation to be secured shall be payable within a period not exceeding one year. However, if the Commission, after a hearing, finds that any public utility to which such rule is applicable is abusing or has abused such general rule and thereby is evading compliance with the standard established herein, the Commission shall have power to require such public utility to thereafter file and receive the Commission's approval upon all such transactions as described in this Section, but such general rule shall remain in full force and effect as to all other public utilities to which such rule is applicable. (E) The filing of, and the consent and approval of the Commission for, any assignment, transfer, lease, mortgage, purchase, sale, merger, consolidation, contract or other transaction by an electric or gas public utility with gross revenues in all jurisdictions of $250,000,000 or more annually involving a sale price or annual consideration in an amount of $5,000,000 or less shall not be required. The Commission shall also have the authority, on petition by an electric or gas public utility with gross revenues in all jurisdictions of $250,000,000 or more annually, to establish by order higher thresholds than the foregoing for the requirement of approval of transactions by the Commission pursuant to this Section for the electric or gas public utility, but no greater than 1% of the electric or gas public utility's average total gross utility plant in service in the case of sale, assignment or acquisition of property, or 2.5% of the electric or gas public utility's total revenue in the case of other sales price or annual consideration, in each case based on the preceding calendar year, and subject to the power of the Commission, after notice and hearing, to further revise those thresholds at a later date. In addition to the foregoing, the Commission shall have power by general rules applicable alike to all electric and gas public utilities affected thereby to waive the filing and necessity for approval of the following: (a) sales of property involving a consideration of $100,000 or less for electric and gas utilities with gross revenues in all jurisdictions of less than $250,000,000 annually; (b) leases, easements and licenses involving a consideration or rental of not more than $10,000 per year for electric and gas utilities with gross revenues in all jurisdictions of less than $250,000,000 annually; (c) leases of office building space not required by the electric or gas public utility in rendering service to the public; (d) the temporary leasing, lending or interchanging of equipment in the ordinary course of business or in the case of an emergency; and (e) purchase‑money mortgages given by an electric or gas public utility in connection with the purchase of tangible personal property where the total obligation to be secured shall be payable within a period of one year or less. However, if the Commission, after a hearing, finds that any electric or gas public utility is abusing or has abused such general rule and thereby is evading compliance with the standard established herein, the Commission shall have power to require such electric or gas public utility to thereafter file and receive the Commission's approval upon all such transactions as described in this Section and not exempted pursuant to the first sentence of this paragraph or to subsection (g) of Section 16‑111 of this Act, but such general rule shall remain in full force and effect as to all other electric and gas public utilities. Every assignment, transfer, lease, mortgage, sale or other disposition or encumbrance of the whole or any part of the franchises, licenses, permits, plant, equipment, business or other property of any public utility, or any merger or consolidation thereof, and every contract, purchase of stock, or other transaction referred to in this Section and not exempted in accordance with the provisions of the immediately preceding paragraph of this Section, made otherwise than in accordance with an order of the Commission authorizing the same, except as provided in this Section, shall be void. The provisions of this Section shall not apply to any transactions by or with a political subdivision or municipal corporation of this State. (F) The provisions of this Section do not apply to the purchase or sale of emission allowances created under and defined in Title IV of the federal Clean Air Act Amendments of 1990 (P.L. 101‑549), as amended. (Source: P.A. 90‑561, eff. 12‑16‑97; 91‑357, eff. 7‑29‑99.)
(220 ILCS 5/7‑103)(from Ch. 111 2/3, par. 7‑103) Sec. 7‑103. (1) Whenever the Commission finds that the capital of any public utility has become impaired, or will be impaired by the payment of a dividend, the Commission shall have power to order said public utility to cease and desist the declaration and payment of any dividend upon its common and preferred stock, and no such public utility shall pay any dividend upon its common and preferred stock until such impairment shall have been made good. (2) No utility shall pay any dividend upon its common stock and preferred stock unless: (a) The utility's earnings and earned surplus are sufficient to declare and pay same after provision is made for reasonable and proper reserves. (b) The dividend proposed to be paid upon such common stock can reasonably be declared and paid without impairment of the ability of the utility to perform its duty to render reasonable and adequate service at reasonable rates. (c) It shall have set aside the depreciation annuity prescribed by the Commission or a reasonable depreciation annuity if none has been prescribed. If any dividends on common stock are proposed to be declared and paid other than as above provided, the utility shall give the Commission at least thirty days' notice in writing of its intention to so declare and pay such dividends and the Commission shall authorize the payment of such dividends only if it finds that the public interest requires such payment. Provided, however, that the Commission may grant such authority upon such conditions as it may deem necessary to safeguard the public interest. (Source: P.A. 84‑617.)
(220 ILCS 5/7‑104)(from Ch. 111 2/3, par. 7‑104) Sec. 7‑104. In a proceeding before the Commission in which the consent and approval of the Commission to the sale, lease or other disposition of any real property owned by a public utility is sought, any tenant in possession who has been in possession of such property for more than 5 years and who has made substantial improvements to the property has standing to appear and offer evidence to the Commission with respect to the proposed disposition, and the Commission, in making its determination, shall consider the rights and equities of such tenant in possession. (Source: P.A. 84‑617; 84‑1025.)
(220 ILCS 5/7‑105) Sec. 7‑105. (a) Notwithstanding anything to the contrary in Sections 6‑103, 7‑101, 7‑102, 7‑203, 7‑204, and 7‑204A of this Act or any rule or regulation promulgated by the Commission, a public utility providing electric service to more than 500,000 customers in this State may, within 550 days after the effective date of this amendatory Act of 1993 or any extension of time pursuant to Section 7‑106 of this Act, without the approval or consent of, or prior filing for the approval or consent of, the Commission: (i) engage in only those transactions as are
reasonably necessary to create a holding company and make the public utility a subsidiary company of the holding company; and
(ii) loan to such holding company prior to the 60th
day after the day on which such public utility becomes a subsidiary company of the holding company, amounts which, in the aggregate, do not exceed the lesser of $10,000,000 or 2.5% of the retained earnings of the public utility as reported on its most recent annual report to the Commission.
(b) The terms of transactions authorized by Section 7‑105(a)(i) shall require that the holding company pay, or reimburse the public utility for, all expenses incurred, services rendered, or facilities provided by the public utility engaging in such transactions. Such public utility shall incur no liabilities in or in connection with such transactions other than expenses incurred to effect such transactions. The terms of any loan authorized by Section 7‑105(a)(ii) shall require that the loan (i) be repaid no later than the 240th day after the public utility becomes a subsidiary company of the holding company and (ii) bear interest at the rate of 10% per annum. Contracts or arrangements between the public utility and any of its affiliates, including the holding company, other than as authorized by Section 7‑105(a), shall be subject to the jurisdiction of the Commission under Sections 7‑101, 7‑102, 7‑204A(b), and other applicable provisions, if any, of this Act. (c) Costs incurred by a public utility in effecting or attempting to effect any transaction authorized by this Section 7‑105 shall not be included in rate base or treated as allowable expenses for purposes of determining the rates to be charged by the public utility. (d) Not later than the earlier of (i) the 30th day after a public utility or a company which seeks to become a holding company of such public utility in accordance with this Section 7‑105 files any registration statement or application with any federal regulatory agency seeking authority for a transaction in which such public utility would become a subsidiary of such holding company or (ii) the 180th day after the effective date of this amendatory Act of 1993, such public utility or holding company shall file with the Commission, for the information of the Commission and the public, the information, to the extent available to such public utility or company on such day, described in Section 7‑204A(a) of this Act, and such public utility or company shall, until the day on which such public utility becomes a subsidiary of a holding company, file with the Commission all additional such information, and corrections, amendments, or supplements to all previously filed such information, as soon as practicable after it becomes available to such public utility or company; provided, that nothing in this Section 7‑105 eliminates or restricts the Commission's authority, on timely motion of any person or corporation, to enter an order to protect confidential, proprietary, or trade secret data or information filed with the Commission. (e) As used in Sections 7‑105 and 7‑106 of this Act, "subsidiary company" and "holding company" mean a "subsidiary company" and a "holding company" as defined in the Public Utility Holding Company Act of 1935, as amended. (Source: P.A. 88‑83.)
(220 ILCS 5/7‑106) Sec. 7‑106. (a) Subject to the limitations contained in this Section 7‑106, and notwithstanding anything to the contrary in Section 6‑103 and items (f), (g), and (h) of subsection (A) of Section 7‑102 of this Act or any rule or regulation promulgated by the Commission under this Act, a public utility that has filed, pursuant to Section 7‑105(d) of this Act, the information described in Section 7‑204A(a) of this Act, may, without the approval or consent of, or other prior filing with, the Commission, form, invest moneys denominated in United States dollars in, and guarantee contractual obligations of a subsidiary which engages in any business that provides to persons, corporations, municipal corporations, or other entities that are customers or potential customers of the public utility (i) heating, cooling, or lighting services; (ii) energy management services; or (iii) design, development, construction, engineering, financial, maintenance, management, or consulting services for owners, lessees, managers, or operators of facilities for the generation, transmission, or distribution of electricity; each such subsidiary is referred to in this Act as a "Section 7‑106 subsidiary". (b) Prior to investing in or guaranteeing any contractual obligations of a Section 7‑106 subsidiary, the utility shall file with the Commission a statement identifying all public utility assets or information in existence, such as customer lists, which the utility plans to transfer to or permit the Section 7‑106 subsidiary or any associate or affiliate of the subsidiary to use, which statement shall include a description of the proposed terms and conditions under which the assets or information will be transferred or used. (c) In any proceeding pending before the Commission to determine the rates to be charged for electric service by a public utility which has a Section 7‑106 subsidiary, or which is a subsidiary of a holding company formed under Section 7‑105 of this Act, the Commission shall reduce the public utility's rates to reflect the additional amount of revenue it would have earned during the test year if the Section 7‑106 subsidiary, such holding company, or any other subsidiary company of such holding company had not provided the customer with the services described in items (i), (ii), and (iii) of subsection (a) of this Section. The Commission shall not reduce the revenues of the public utility unless it finds that there was no reasonable probability that the customer would have obtained the services described in items (i), (ii), and (iii) of subsection (a) of this Section from another source (including the customer), if such subsidiary, holding company, or other subsidiary company had not entered into a contract or arrangement with the customer. A written statement by an employee or authorized agent of the customer that such services are available from other sources (including the customer) and that such agent or employee believes that there was a reasonable probability that the customer would have so obtained such services from another source (including the customer) shall constitute prima facie evidence of such reasonable probability. The provisions of this subsection shall not be construed as limiting the authority of the Commission with respect to rates under any other Section of this Act. (d) The aggregate amount of a public utility's investments in, and guarantees of, the contractual obligations of Section 7‑106 subsidiaries without the approval or consent of, or prior filing with, the Commission, outstanding at the time of and after giving effect to any such investment or guarantee, shall not exceed as of the date of such investment or guarantee an amount equal to the lesser of $170,000,000 or 20% of the retained earnings of the public utility as reported on its most recent annual report to the Commission. The amount of each such guarantee shall be limited to a maximum dollar amount which shall be specified in such guarantee. The terms of each such guarantee shall provide that it shall terminate, and it shall terminate, at the time that the public utility liquidates or transfers to any entity or person, the interest and investment of such public utility in the Section 7‑106 subsidiary whose obligations are subject to such guarantee. The authority of a public utility to invest in and guarantee the contractual obligations of a Section 7‑106 subsidiary without the approval or consent of, or prior filing with, the Commission, as permitted by this Section 7‑106, shall expire on the date such public utility liquidates or transfers its interest and investment in such Section 7‑106 subsidiary. (e) The Commission shall not consider the investment of a public utility in or its obligation to make an investment in a Section 7‑106 subsidiary, or the guarantee by a public utility of contractual obligations of its Section 7‑106 subsidiaries, in considering the amount or terms of any reparations or refunds to be made by such public utility to its customers. (f) On the date that a public utility becomes a subsidiary company of a holding company pursuant to Section 7‑105 of this Act, such public utility shall either: (i) liquidate or transfer its interest and
investment in its Section 7‑106 subsidiaries to such holding company or to any other entity or person in a transaction which does not require the prior approval or consent of the Commission under Section 7‑101 or Section 7‑102 of this Act, or
(ii) file with the Commission for its approval under
Section 7‑101 or Section 7‑102 of this Act, a plan for such public utility to liquidate or transfer its interest and investment in its Section 7‑106 subsidiaries.
(g) If on the 550th day after the effective date of this amendatory Act of 1993 such public utility is not a subsidiary company of a holding company, such public utility shall on such 550th day either: (i) liquidate or transfer its interest and
investment in its Section 7‑106 subsidiaries to any entity or person in a transaction which does not require the prior approval or consent of the Commission under Section 7‑101 or Section 7‑102 of this Act, or
(ii) file with the Commission for its approval under
Section 7‑101 or Section 7‑102 of this Act, a plan for such public utility to liquidate or transfer its interest and investment in its Section 7‑106 subsidiaries, or
(iii) file with the Commission a petition for an
extension of time within which: (A) to become a subsidiary company of a holding company and to take action pursuant to subsection (f) of this Section 7‑106; or (B) to take action pursuant to either subparagraph (i) or subparagraph (ii) of subsection (g) of this Section 7‑106. The Commission shall grant such extension to an appropriate date unless it finds that the public utility has not taken action in a timely and appropriate manner to seek all regulatory, shareholder, and other authority for or, after obtaining all such authority, has not taken action in a timely and appropriate manner to effect a transaction in which such public utility would become a subsidiary company of a holding company. If the Commission finds that the public utility has not taken action in a timely and appropriate manner to seek all regulatory, shareholder, and other authority for or, after obtaining all such authority, has not taken action in a timely and appropriate manner to effect a transaction in which such public utility would become a subsidiary company of a holding company, the Commission shall deny the public utility's petition and shall approve a plan for such public utility to liquidate or transfer its interests and investments in its Section 7‑106 subsidiaries. During the pendency of the proceeding before the Commission initiated by the petition filed by the public utility, the utility may continue to engage in activities described in Sections 7‑105 and 7‑106, as provided therein.
(h) Contracts or arrangements between a public utility and its Section 7‑106 subsidiaries, including contracts or arrangements for any services described in Section 7‑106 (a)(i), (ii), and (iii), but excluding investments and guarantees permitted by this Section 7‑106, shall be subject to the jurisdiction of the Commission under Sections 7‑101, 7‑102, 7‑204A(b), and other applicable provisions, if any, of this Act, except that such public utility may, pursuant to contracts or arrangements filed with the Commission, provide its Section 7‑106 subsidiaries with office facilities or administrative and management services which are reasonably necessary for the management of the business of its Section 7‑106 subsidiaries, which contracts or arrangements shall become effective upon such public utility filing with the Commission a petition seeking Commission approval thereof, and such contracts and arrangements shall remain in effect unless modified by the Commission after a hearing on such petition in which such public utility shall have the burden of proving the reasonable necessity of the provision of such facilities and services. Such contracts or arrangements shall require each Section 7‑106 subsidiary to pay to the public utility the fair market value for the use of such facilities and services. The public utility shall keep its books of account and other records in a manner that will enable the Commission to determine the propriety of any allocation of costs between the public utility and its Section 7‑106 subsidiaries. The burden of proving the propriety of any such allocation shall be on the public utility. The public utility shall also have the burden of proving that it has received or will receive fair market value for all facilities or services provided to its Section 7‑106 subsidiaries under this Section 7‑106. (i) The costs of any public utility investment in or guarantee of the contractual obligations of its Section 7‑106 subsidiaries shall not be included in rate base or treated as allowable expenses for purposes of determining the rates to be charged by the public utility. (j) No public utility shall have any liability to any of its Section 7‑106 subsidiaries, except any obligation it may have to make investments in such Section 7‑106 subsidiaries in accordance with this Section 7‑106. No public utility shall have any liability for any obligation or liability of any of its Section 7‑106 subsidiaries, except under any guarantee of contractual obligations of such Section 7‑106 subsidiaries made in accordance with this Section 7‑106. (k) No Section 7‑106 subsidiary shall engage in the repair or servicing of home or other consumer appliances except in emergencies posing a threat to life or property. (Source: P.A. 91‑357, eff. 7‑29‑99.)
(220 ILCS 5/7‑107) Sec. 7‑107. Nothing in Section 7‑105 or 7‑106 of this Act shall be construed as (a) limiting the ability of any public utility to engage in, or the authority of the Commission to authorize, any transaction subject to Section 7‑101, 7‑102, 7‑204, or 7‑204A of this Act as in effect prior to the effective date of this amendatory Act of 1993 or (b) affecting the validity of any petition or application for authorization under Section 7‑101, 7‑102, 7‑204, or 7‑204A of this Act pending before the Commission as of the effective date of this amendatory Act of 1993. (Source: P.A. 88‑83.)
(220 ILCS 5/7‑108) Sec. 7‑108. (a) Where an affiliate of an electric public utility has offered an unregulated sale of electricity, and such affiliate would use a portion of the utility's distribution or transmission facilities to distribute or transmit the electricity that is to be so sold, the utility shall make such portion of its facilities available to any other person or entity that offers to make such sale, at the same price and under the same terms and conditions as the utility makes such portion of its facilities available to its affiliate. Nothing contained in this Section 7‑108(a) shall be construed as requiring or authorizing the Commission to require an electric public utility to make any portion of its facilities available to its affiliate. (b) Where an affiliate of a gas public utility has offered an unregulated sale of gas,
