STATE OF ILLINOIS COMMERCE COMMISSION ENERGY CORPORATION, ) INTEGRYS ENERGY GROUP, INC., PEOPLES ) ENERGY, LLC, THE PEOPLES GAS LIGHT ) AND COKE COMPANY, NORTH SHORE GAS ) COMPANY, ATC MANAGEMENT INC., and ) AMERICAN TRANSMISSION COMPANY LLC ) ) Docket No. 14-0496 Application pursuant to Section 7-204 of the Public ) Utilities Act for authority to engage in a ) Reorganization, to enter into agreements with ) affiliated interests pursuant to Section 7-101, and for ) such other approvals as may be required under the ) Public Utilities Act to effectuate the Reorganization. )

RESPONSE OF JOINT APPLICANTS TO ILLINOIS ATTORNEY GENERAL’S MOTION TO STRIKE THE JOINT APPLICANTS’ BRIEF ON EXCEPTIONS

Wisconsin Energy Corporation, Integrys Energy Group, Inc., Peoples Energy, LLC, The

Peoples Gas Light and Coke Company, North Shore Gas Company, ATC Management Inc. and

American Transmission Company LLC (all, collectively, the “Joint Applicants”) hereby respond to The People of the State of Illinois’ (the “AG”) Motion to Strike the Joint Applicants’ Brief on

Exceptions (the “Motion”) as follows:

INTRODUCTION

The Motion is meritless. Not only does the Motion lack support in the Commission’s rule regarding briefs on exceptions, Section 200.830, but it is also contradicted by common practice before the Commission, including the AG’s own practice, as reflected in numerous

Commission orders. The Motion also ignores that the Joint Applicants’ Brief on Exceptions provides notice of a change in position by the Joint Applicants with respect to the Commission

Staff’s recommended condition concerning minimum levels of full-time equivalents (“FTEs”).

Moreover, the AG’s assertions of undue burden are spurious. For these reasons, the Commission should deny the Motion.

ARGUMENT

I. The Joint Applicants’ Brief on Exceptions Is Consistent With The Commission’s Rules and Accepted Practice

Section 200.830 of the Commission’s rules, 83 Ill. Adm. Code § 200.830, does not prohibit a party from filing a brief on exceptions to express that party’s support for a proposed order’s conclusions. To the contrary, Section 200.830(b) provides that a brief on exceptions

“may contain written arguments in support of the position taken by the party.” For the most part, that is what the Joint Applicants’ Brief on Exceptions does.

The AG bases its argument on the fact that the Joint Applicants did not include

“substitute language” in their Brief on Exceptions, but Section 200.830 only requires that “a suggested replacement statement or finding must be incorporated” into a party’s brief on exceptions when that party is taking exception to a particular statement or finding of fact in the proposed order. 83 Ill. Adm. Code § 200.830(b). Here, the Joint Applicants have not taken exception to a particular statement or finding of fact in the Proposed Order, and thus, did not need to include “substitute language” in their Brief on Exceptions.

Even a cursory review of Commission decisions demonstrates that briefs on exceptions in support of a proposed order are not forbidden, but rather, accepted and considered by the

Commission. Indeed, the AG has filed such briefs itself. In Illinois-American Water Co., ICC

Docket No. 02-0517 (Sept. 16, 2003) Order at 2 & n. 1, the Commission noted that in preparing its Order on Reopening, it had considered various briefs on exceptions and reply briefs on exceptions, including a brief on exceptions filed by the AG that “voiced support for the Proposed

Order on Reopening.” The AG in that case filed a brief on exceptions that did not contain any substitute language, but rather, stated: “The People agree with each of the findings set out in the

2 Proposed Order on Reopening . . . .”1 The AG’s argument is thus belied by its own conduct.

The following are additional examples from the last twenty years of the Commission’s long-standing practice of accepting and considering briefs on exceptions filed in support of a proposed order’s conclusions:

 In re Ameren Illinois Co., ICC Docket No. 14-0317 (Dec. 10, 2014) Order at 2 (stating that the Commission considered the briefs on exceptions in preparing the Order, including Staff’s “filing expressing support for the Proposed Order as written”);

 In re Illinois Bell Telephone Co., ICC Docket No. 03-0107 (Feb. 4, 2004) Order at 3 (noting that Staff’s brief on exceptions “merely declared its support for the conclusions recommended in the Proposed Order and urged adoption of the Proposed Order in its entirety”);

 In re Illinois Power Co., ICC Docket No. 96-0035, 1998 Ill. PUC LEXIS 1121 at *1 (Dec. 9, 1998) (noting that Staff filed a brief on exceptions indicating support for the proposed order); and

 In re Central Illinois Light Co., ICC Docket No. 94-0398, 1995 Ill. PUC LEXIS 20 at *1 (Jan. 5, 1995) (noting that petitioner Central Illinois Light Co. filed a brief on exceptions stating its support for the proposed order).

Accordingly, the Commission should deny the Motion because it is contrary to the

Commission’s rules and accepted practices.

II. The Joint Applicants’ Brief on Exceptions Does More Than Support Positions On Issues The Proposed Order Resolved In Their Favor

The Motion (at 3) incorrectly asserts that the Joint Applicants’ Brief on Exceptions does

“nothing more” than restate their positions with respect to issues that the Proposed Order resolved in their favor. The AG bases this statement on a list of title headings from the Joint

Applicants’ Brief on Exceptions (id.), but conveniently omits reference to Section C of the Joint

Applicants brief (JA BOE at 6-7), in which the Joint Applicants notify the Commission about a change in their position on an issue they had contested throughout the proceeding. From the

1 A copy of the AG’s brief on exceptions from ICC Docket No. 02-0517, which is available on e-Docket, is attached hereto as Attachment A. 3 beginning of this proceeding, the Joint Applicants had proposed a condition to require that they maintain a minimum of 1,953 FTEs in Illinois for two years, without specification of FTEs for particular companies. Staff recommended alternate language requiring certain minimum FTE levels for specific companies, as well as incremental accounting for any additional personnel required by implementation of recommendations from the Liberty Consulting Group’s Final

Report from its investigation of the Accelerated Main Replacement Program.

Over the Joint Applicants’ opposition, the Proposed Order adopted Staff’s recommended condition on minimum FTE levels.2 In their Brief on Exceptions (at 6-7), the Joint Applicants explained that while they did not agree with the Proposed Order’s conclusions on this issue, they would accept Staff’s FTE condition for purposes of continuing to seek compromise with Staff on the conditions necessary to obtain approval of the Reorganization, and reducing the disputed issues that the Commission must determine in this proceeding. Contrary to the Motion, therefore, the Joint Applicants’ Brief on Exceptions does more than merely restate positions that the Proposed Order resolved in their favor. The Motion should be denied for this reason, as well.

III. The Joint Applicants’ Brief on Exceptions Does Not Impose an Undue Burden On Other Parties

Contrary to the AG’s arguments (Motion at 1 and ¶ 7), the Joint Applicants’ Brief on

Exceptions does not pose any undue burden for the AG or other parties. If, as the AG asserts, the

Joint Applicants’ Brief on Exceptions addresses “the very issues” that the AG or other parties already addressed in their respective briefs on exceptions, then those parties could simply refer back to those earlier filings if they believe that a reply is necessary. Indeed, this is exactly what the AG did in its Reply Brief on Exception, which required approximately one page of writing,

2 It should be noted that the AG, as well as the City of and Citizens Utility Board, also were critical of the Joint Applicants’ proposed FTE commitment. Indeed, in its Brief on Exceptions, the AG expressed its agreement with the Proposed Order’s adoption of Staff’s recommended FTE condition language. See AG BOE at App. B, Condition 13. 4