AB133-SSA1-SA1,362,2220 a. The bylaws of the nonutility affiliate or a resolution adopted by its board of
21directors specifies that the business of the nonutility affiliate is limited to activities
22involving eligible assets.

AB133-SSA1-SA1,362,2323 b. Substantially all of the assets of the nonutility affiliate are eligible assets.

AB133-SSA1-SA1,363,424 3. The net book value of transmission facility assets that a contributor public
25utility affiliate has contributed to a transmission company under s. 196.485 (5) (b)

1shall be included in the sum of the assets of the public utility affiliate under par. (b)
21. a., b. and c. In determining net book value under this subdivision, accumulated
3depreciation shall be calculated as if the contributor public utility affiliate had not
4contributed the assets.

AB133-SSA1-SA1,363,115 4. The net book value of generation assets that a contributor public utility
6affiliate has transferred to a person that is not affiliated with the public utility
7affiliate pursuant to the order of the commission, a court or a federal regulatory
8agency shall be included in the sum of the assets of the public utility affiliate under
9par. (b) 1. a., b. and c. In determining net book value under this subdivision,
10accumulated depreciation shall be calculated as if the contributor public utility
11affiliate had not transferred the assets.

AB133-SSA1-SA1,363,2313 196.795 (11) (b) This section shall be deemed to legalize and confirm the
14formation, prior to November 28, 1985, of any holding company, which is not itself
15a public utility, and shall be deemed to legalize and confirm the operations and
16issuances of securities of the holding company, except that nothing in this section
17shall be deemed to prevent the commission from imposing reasonable terms,
18limitations or conditions on any holding company which are consistent with the
19requirements of sub. (5) (pm) (6m) (c) or (d) or which are consistent with and
20necessary to satisfy the requirements of sub. (5) (b) to (o) and (q) to (s) or which relate
21to future investments by the holding company unless the holding company owns,
22operates, manages or controls a telecommunications utility and does not also own,
23operate, manage or control a public utility which is not a telecommunications utility.

AB133-SSA1-SA1,364,9

1196.795 (11) (c) The commission may not impose upon a holding company the
2formation of which is considered to be legalized and confirmed under par. (b) any
3term, limitation or condition under par. (b) that establishes the sum of the holding
4company's nonutility affiliate assets at less than 25% of the sum of the holding
5company's utility affiliate assets. For purposes of this paragraph, any term,
6limitation or condition on nonutility affiliate assets shall not apply to the ownership,
7operation, management or control of any eligible asset, as defined under sub. (6m)
8(a) 2., or an asset that is used for manufacturing, distributing or selling swimming
9pools or spas.

AB133-SSA1-SA1,364,12 11196.807 Energy affiliate and utility employes. (1) Definitions. In this
12section:

AB133-SSA1-SA1,364,1413 (a) "Affiliate or utility" means a nonutility affiliate, a holding company system
14or an electric utility, as defined in s. 196.491 (1) (d).

AB133-SSA1-SA1,364,1715 (b) "Energy unit" means a unit in this state that is engaged in activities related
16to the production, generation, transmission or distribution of electricity, gas or steam
17or the recovery of energy from waste materials.

AB133-SSA1-SA1,364,1818 (c) "Holding company system" has the meaning given in s. 196.795 (1) (i).

AB133-SSA1-SA1,364,1919 (d) "Nonutility affiliate" has the meaning given in s. 196.795 (1) (j).

AB133-SSA1-SA1,364,2020 (e) "Public utility affiliate" has the meaning given in s. 196.795 (1) (L).

AB133-SSA1-SA1,364,2221 (f) "Sell an energy unit" means to sell, offer by lease, or otherwise transfer
22ownership or control of the energy unit.

AB133-SSA1-SA1,364,2423 (g) "Unit" means a division, department or other operational business unit of
24an affiliate or utility.

AB133-SSA1-SA1,365,5

1(2) Offer of employment. (a) Except as provided in par. (b), a person may not
2sell an energy unit unless the terms of the transfer require the person to which the
3energy unit is transferred to offer employment to the nonsupervisory employes who
4are employed with the energy unit immediately prior to the transfer and who are
5necessary for the operation and maintenance of the energy unit.

AB133-SSA1-SA1,365,96 (b) A public utility affiliate may not sell an energy unit to a nonutility affiliate
7in the same holding company system unless the terms of the transfer require the
8nonutility affiliate to offer employment to all of the nonsupervisory employes who are
9employed with the energy unit immediately prior to the transfer.

AB133-SSA1-SA1,365,12 10(3) Employment terms and conditions. (a) Except as provided in par. (b), the
11employment that is offered under sub. (2) shall satisfy each of the following during
12the 30-month period beginning immediately after the transfer:

AB133-SSA1-SA1,365,1413 1. Wage rates shall be no less than the wage rates in effect immediately prior
14to the transfer.

AB133-SSA1-SA1,365,1615 2. Fringe benefits shall be substantially equivalent to the fringe benefits in
16effect immediately prior to the transfer.

AB133-SSA1-SA1,365,1917 3. Terms and conditions of employment, other than wage rates and fringe
18benefits, shall be substantially equivalent to the terms and conditions in effect
19immediately prior to the transfer.

AB133-SSA1-SA1,365,2120 (b) A collective bargaining agreement may modify or waive a requirement
21specified in par. (a).

AB133-SSA1-SA1,365,24 22(4) Commission approval. Except for a cooperative association, as defined in
23s. 196.491 (1) (bm), no person may sell an energy unit unless the commission
24determines that the person has satisfied subs. (2) and (3).".