Article Vii

(220 ILCS 5/Art. VII heading)\nARTICLE VII. INTERCORPORATE RELATIONS\n(220 ILCS 5/7-101) (from Ch. 111 2/3, par. 7-101)\nSec. 7-101. Transactions with affiliated interests.\n(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.\n(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

ransactions, 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.\n(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

ided, 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.\nFor the purpose of this Section, the phrase 'affiliated interests' means:\n(a) Every corporation and person owning or holding, directly or indirectly, 10% or more of the voting capital stock of such public utility;\n(b) Every corporation and person in any chain of successive ownership of 10% or more of voting capital

olding, directly or indirectly, 10% or more of the voting capital stock of such public utility;\n(b) Every corporation and person in any chain of successive ownership of 10% or more of voting capital stock;\n(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;\n(d) Every corporation, 10% or more of whose voting securities is owned, directly or indirectly by such public utility;\n(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;\n(f) Every corporation which has one or more elective officers or one or more directors in common with such public utility;\n(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

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;\n(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.\nNo 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

mmission 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.\n(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.\nThe consent to, or exemption or waiver of consent to, any

ntract or arrangement. Every contract or arrangement not consented to or excepted by the Commission as provided for in this Section is void.\nThe 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.\n(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

bparagraph (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

sion, 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.\n(Source: P.A. 90-561, eff. 12-16-97.)\n(220 ILCS 5/7-102) (from Ch. 111 2/3, par. 7-102)\nSec. 7-102. Transactions requiring Commission approval.\n(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:\n(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.\n(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.\n(c) No public utility may

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.\n(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.\n(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.\n(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.\n(f) No public utility may in any manner, directly or indirectly, guarantee the performance of any

ck, stock certificates, bonds, notes or other evidences of indebtedness of any other public utility.\n(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.\n(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.\n(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,

soever, 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.\n(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

s 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.\n(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

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.\n(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

s 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

le 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.\n(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

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

ss 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.\nEvery

st 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.\nEvery 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.\n(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