II IIII I I1 I Control Number: 30022

II IIII I I1 I Control Number: 30022 II ll I Ill I I ll II Item Number: 6 Addendum StartPage: 0

PUC DOCKET NO. 30022. / *I. *? r I/ yl\c 23 2: 14-7 yj4 APPLICATION OF TXU ENERGY fi BEFORE T R RETAIL COMPANY LP FOR AN 8 [ \L[f(l; CLERK AMENDMENT TO ITS RETAIL 8 PUBLIC UTILITY COMMISSION ELECTRIC PROVIDER (REP) 8 CERTIFICATION 0 OF TEXAS pue2lc \lti!.i 1 l\ijil510n OBJECTION OF TXU ENERGY RETAIL COMPANY LP TO THE TEXAS ENERGY ASSOCIATION FOR MARKETERS, UTILITY CHOICE ELECTRIC, ECONNERGY, AND TRIEAGLE, LP S MOTION TO INTERVENE TO THE HONORABLE ADMINISTRATW LAW JUDGE COMES NOW TXU Energy Retail Company LP ( TXU Energy ) and files this its Objection to the Motion to Intervene of the Texas Energy Association of Marketers ( TEAM ), Utility Choice Electric, ECONnergy, and TriEagle, LP (collectively Marketers ), respectfully showing the following: I. Procedural History TXU Energy filed its application to amend its retail electric provider ( REP ) certification on July 30, 2004 ( Amendment Application ). On August 4, 2004, the Public Utility Commission of Texas s ( Commission ) Policy Development Division issued Order No. 1 requiring the Commission Staff to file its recommendation for administrative approval by August 20, 2004. Marketers filed their Motion to Intervene ( Motion ) in this proceeding on August 16, 2004. TXU Energy received the Motion that same day. On August 20, 2004, Commission Staff filed its Request for Extension of Time to file a recommendation on the Amendment Application. Pursuant to P.U.C. PROC. R. 22.78(a), this Objection is timely filed on August 23,2004. 11. Summary of Objection TXU Energy objects to Marketers Motion to Intervene in this administrative proceeding because they have not shown a justiciable interest in the Amendment Application, which pertains to the reporting of an outsourcing agreement. Moreover, Marketers raise code of eonduct issues that are irrelevant to the Amendment Application and are more appropriately addressed in pending Project No. 29795. Additionally, REP amendment proceedings are ill-suited for L? 1

intervention by third parties. And finally, aside from Marketers failure to show a justiciable interest in the information pertaining to the outsourcing agreement, TXU Energy s Amendment Application is complete and should be administratively approved. 111. Factual Background Since the inception of retail electric competition, the Commission s Substantive Rules have allowed REPS to contract to outsource certain of their functions to third parties. In an effort to improve customer service, TXU Energy recently elected to outsource its call center and billing and remittance functions? On or about May 18, 2004, TXU Corp. (the parent holding company of TXU Energy) announced this development along with the outsourcing of other back office services (e.g., human resources, information technology, etc.) to Capgemini Energy LP ( Capgemini ), a newly-formed business venture that is a subsidiary of Capgemini America, Inc., a global consulting, technology and outsourcing firm. TXU CG Holdings Company LP is a very minor (2.9%) investor in Ca~gemini.~ Subsequently, pursuant to P.U.C. SUBST. R. 25.107(i) and in accordance with the Commission s Amendment Application for REPS (Instructions) form (attached as Exhibit A)? TXU Energy filed its Amendment Application notifying the Commission of the outsourcing agreement with Capgemini and requesting approval to update its REP certification to reflect the same. This administrative proceeding is limited to this single amendment. No other updates to TXU Energy s REP certification are requested or pending. Marketers filed their Motion to Intervene on August 16, 2004. As the administrative law judge ( ALJ ) will recall, Marketers, Motion is the latest in a series of several other filings made in tariff proceedings and elsewhere that attempt to use the decision of TXU Energy s affiliated P.U.C. SUBST. R. 25.107(a)(2). See Amendment Application at Attachment D-1 (noting the effective date of the outsourcing as July 1, 2004). As REPS, Marketers could also outsource such functions if they so desired. 3 See Press Release, TXU Corp., TXU Announces Highlights of 90-Day Review (May 18,2004). availat~le at http://www.txucorp.comlpdf/os 1804.pdf. See Amendment Application at Attachment D-1. Available at http://www.puc.state.tx.us/electric/forms/rep/rep_amdmt.pdf. Texas Enerev Association for Marketers et al. Motion to Intervene - Page 2 of 14 2

transmission and distribution utility to change its name from Oncor Electric Delivery Company to TXU Electric Delivery Company ( Electric Delivery ) to raise the specter of anticompetitive conduct based on vague allegations unsupported by fact, law or Commission precedent: Marketers attempts, however, have been denied twice over the past three rn~nths.~ Moreover, when given yet another opportunity to attempt to make their allegations in a complaint-styled proceeding, Marketers chose not to proceed.* Although the foregoing proceedings involved Electric Delivery, such proceedings place in appropriate context TXU Energy s opposition to Marketers participation in this administrative proceeding. Indeed, Marketers are once again attempting to challenge Electric Delivery s name change, an issue wholly unrelated to the basis for the Amendment Application, which is to reflect the outsourcing agreement with Capgemini. AS further demonstrated below, Marketers Motion to Intervene should be denied and TXU Energy s Amendment Application should be administratively approved. IV. Argument A. Marketers Motion to Intervene Should Be Denied. 1. Marketers have not shown a justiciable interest in TXU Energy s Amendment Application. 6 See Notification of Oncor Electric Delivery of Corporate Name Change fo TXU Electric Delivery Company -- Reissue of Tarif for Retail Delivery Service and Tarir for Transmission Service, Tariff Control No. 29810, Motion to Intervene (Jun. 11, 2004) (requesting intervention for Marketers, which also included Entergy Solutions, Ltd.); Request for Emergency Action Regarding Proposed Name Change of Oncor Electric Delivery Company, Docket No. 29807, Request for Emergency Action Regarding Oncor Electric Delivery Name Change and Motion for Cease and Desist Order (May 28, 2004); Miscellaneous Electric Utility Filings, Project No. 18675, Letter from Neil Eddleman, TEAM President 8z Executive Director, to Commissioners, Public Utility Commission of Texas (May 26,2004). See Tariff Control No. 29810, Notice of Approval (Aug. 9, 2004) (approving reissue of Electric Delivery s tariffs and requiring the use of a disclaimer regarding the difference between Electric Delivery and its competitive affiliates), and Notice of Denial of Motions for Reconsideration and Appeals of Order No. 1; Requiring Staff Recommendation (Aug. 6, 2004); Docket No. 29807, Order No. 3 at 2 (Jun. 16, 2004) (granting Electric Delivery s motion to dismiss and noting that any potential harm from Electric Delivery s name change was being addressed in other Commission proceedings). See Complaint of Certain Retail Electric Providers Against TXU Electric Delivery Company for Code of Conduct Violations Under P.U.C. SUBS?. R. 25.272, Docket No. 29939 (severed from Tariff Control No. 29810). Statement of Position at 1-2 (Aug. 13, 2004) (stating that the complaint proceeding was an inappropriate place to address Marketers concerns and that dismissal would facilitate the Commission Staffs work in PUC Stafir Investigation into Compliance with Code of Conduct Requirements for TXU Afiliates, Project No. 29795 (pending)). Texas Eneres Association for Marketers et al. Motion to Intervene - Page 3 of 14 3

Marketers have no standing to intervene in this proceeding because they have not shown that they have a justiciable interest which may be adversely affected by the outcome of this proceeding, which is a forum to facilitate the processing of TXU Energy s Amendment Application to update its REP certificate to reflect its outsourcing agreement with Capgemini. Instead, the Motion misstates the nature of this proceeding in an attempt to identify issues the outcome of which Marketers say may materially affect the[ir] ability... to compete in the retail electric market. For example, Marketers Motion characterizes the Amendment Application as involving corporate structural changes and material changes in affiliates. 12 This is, however, not the case. First, there has been no change in TXU Energy s corporate ~tructure. ~ TXU Energy is not under new ownership or control14 and it remains organized as a Texas limited partnership. Second, Capgemini is not an affiliate of TXU Energy, as Marketers contend. In fact, Attachment D-1 to the Amendment Application indicates that TXU CG Holdings Company LP owns less than 3% of Capgemini. That ownership level is well below the 5% threshold codified in PURA 8 1 1.003(2).16 Thus, no affiliate relationship exists between TXU Energy and Capgemini. Marketers also claim that the Amendment Application is incomplete. As detailed below in Section N.B., the information Marketers claim should have been included in the Amendment P.U.C. PROC. R. 22.103(b)(2). lo Motion at 4. I Id. at 1-2. l2 Id. at2. l3 For an example of an amendment application reporting a corporate structural change, see Application of Utility Choice Electric for an Amendment to its Retail Electric Provider (REP) Certijkation, Docket No. 29217 (providing notice of its change from a limited liability company structure to a limited partnership structure). 14 This is not a proceeding under P.U.C. SUBST. R. 25.107(i)(S) requiring approval of a material change in ownership or affiliation as when the Commission reviewed the transfer of American Electric Power Company Inc. s affiliated REPS to Centrica plc. See Notice and Request of Mutual Energy CPt, LP and Mutual Energy WTU, LP forapprova1 of Changes in Ownership and Aflliation, Docket No. 25957, Final Order (Dec. 19,2002). Is Motion at 3. l6 See also P.U.C. SUBST. R. 25.5 (3). Texas Energv Association for Marketers et al. Motion to Intervene - Page 4 of 14 4

Application is irrelevant to this proceeding and the Amendment Application is complete. Nonetheless, even if the Amendment Application was ultimately found to be incomplete in some regard and further information was warranted, Marketers have failed to show how more or less information relating to TXU Energy s outsourcing agreement with Capgemini would specifically cause them harm.17 This fact is evidenced by Marketers failure to request intervention in TXU SESCO Energy Services Company s application to amend its REP certificate to also reflect the outsourcing agreement with Capgemini. If Marketers true concern was the Capgemini outsourcing agreement, such that approval of the Amendment Application based on incomplete information would somehow adversely affect them, it stands to reason that Marketers would have intervened in both proceedings. Marketers can be assured, however, that any issues related to completeness can be handled by Commission Staff in the administrative processing of the Amendment Application. As mentioned above, TXU Energy is merely updating its REP certification to reflect its election to outsource call center and billing and remittance functions to Capgemini as authorized by P.U.C. SUBST. R. 25.1O7(a)(2).l9 Accordingly, the fundamental issue in this proceeding is whether the Aw will grant administrative approval of this very limited amendment to TXU Energy s REP certification. incompleteness or otherwise-how Marketers have failed to show-either through claims of approval of the Amendment Application would adversely affect them. Therefore, Marketers have not asserted a justiciable interest in this proceeding that warrants granting their Motion to Intervene. In its Request for Extension of Time filed August 20,2004, Commission Staff indicated it plans to seek further information from TXU Energy. TXU Energy looks forward to working with Commission Staff on this issue. See Application of TXU SESCO Energy Services Company for an Amendment to its Retail Electric Provider (REP) CertiJication, Docket No. 30023 (pending). l9 Prior to July 1,2004, TXU Energy provided these services itself. Indeed, the cover letter accompanying the Amendment Application notes as much in the first paragraph: Pursuant to P.U.C. SUBST. R. 25.107(i), an amendment is necessary to reflect certain changes in the information submitted with its original application for certijication. ) (emphasis added). Texas Enerev Association for Marketers et al. Motion to Intervene - Page 5 of 14 5

~ 2. Marketers Code of Conduct concerns are more appropriately addressed in pending Project No. 29795. Much of Marketers Motion makes vague, unsubstantiated allegations regarding TXU Energy s compliance with PURA2 0 39.157(d) and P.U.C. SUBST. R, 25.272, the Code of Conduct for Electric Utilities and Their Affiliates ( Code of Conduct**).2 The Code of Conduct is clearly not an issue in this proceeding. Rather, to the extent such issues are examined, they are currently the subject of a pending Commission proceeding-puc Staff Znvestigation into Compliance with Code of Conduct Requirements for TXU Afiliates, Project No. 29795. And while TXU Energy may not agree that such a project is necessary, it is fully aware of Commission Staff s desire therein to review certain issues regarding Electric Delivery s name change and implementation of the disclaimer requirement. It is not appropriate for the same issues to be examined both in Project No. 29795 and this proceeding.22 Accordingly, Marketers concerns would not be prejudiced by denying their Motion in this proceeding and allowing any Code of Conduct issues to be examined in Project No. 29795. Notably, this is precisely what Marketers argued just ten days ago. In deciding not to pursue their Code of Conduct concerns against Electric Delivery in Docket No. 29939 (Complaint of Certain Retail Electric Providers Against 7XU Electric Delivery Company for Code of Conduct Violations Under P. U. C. SUBST. R. 25.272), Marketers expressly agreed that Commission Staff s investigation is the appropriate forum for such issues when they stated: [D]issolution of [Marketers severed complaint] proceeding will facilitate the work of the PUC Staff in PUC Docket No. 29795[.] 23 Aside from this administrative proceeding being the wrong venue for Marketers Code of Conduct concerns, the Amendment Application does not even implicate such issues. Marketers admit, the Commission has recently approved the change in the name of the utility As 2o Public Utility Regulatory Act, TM. UTa CODE A. 00 11.001-64.158 (Vernon 1998 & Supp. 2004) (, PW ), 21 See Motion at 2-3. 22 TXU Energy would note, however, that it is in full compliance with the requirement for use of the disclaimer specified in PURA 0 39.157(d)(5)(B) and P.U.C. SUBST, R. 25.272(h). 2004). Docket No. 29939 (severed from Tariff Control No. 29810), Statement of Position at 1-2 (Aug. 13, Texas Enerev Association for Marketers et al. Motion to Intervene - Page 6 of 14 6

affiliate of TXU Energy to TXU Electric Delivery Company. 24 Marketers go on to argue that such approval somehow implicates the requirement under P.U.C. SUBST. R, 25.107(e)( l)(b) that a REP S name not be deceptive or duplicative of another REP S name. This argument fails because several prior Commission orders have approved the use of the TXU Energy name. For example, when TXU Energy (through its predecessor TXU Energy Services Company) was granted its initial application for REP certification, TXU Energy was found to [have] met the business name... requirements specified in subsection (e) of P.U.C. SUBST. R, 25.10. 26 Second, the addition of TXU Energy as a trade or commercial name was later approved without incidentvz7 Third, during that same timeframe, Electric Delivery s predecessor (TXU Electric Company) also held the TXU name and was found to be in compliance with the Code of Conduct. In Docket No. 22350, the Commission approved TXU Electric Company s Affiliate Standards Compliance Plan, which provides a description of the means by which the various provisions of the Code of Conduct will be met.28 Most notably, in the discussion of P.U.C. SUBST. R. 25.272(h)(l) (regarding the shared use of corporate name, logo, etc., and the use of the required disclaimer), the Affiliate Standards Compliance Plan approved by the Commission shows a sample business card of an employee of TXU Energy Services with a disclaimer stating that TXU Energy Services is not the same company as TXU Electric & Gas.... Clearly, the Commission and all the intervenors in that contested proceeding were aware of the shared use of the name. Accordingly, notwithstanding that any name issues are completely,929 Motion at 2 (citing Tariff Control No. 29810, Notice of Approval (Aug. 9,2004)). 25 See id. Moreover, as discussed in Section 1V.B. infra. the Amendment Application neither implicates nor affects the administrative requirements addressed in P.U.C. SUBST. R. 25.107(e) (i.e., names on certificates, maintenance of a Texas office. and threshold residential service requirements). 26 Application of TXU Energy Services Company for CertiJication as a Retail Electric Provider, Docket NO. 23248, Notice of Approval at 1 (Jan. 2,2001). See Application of?xu Energy Services Company for an Amendment to its Retail Electric Provider (REP) Cenijicarion. Docket No. 24750, Order No. 2 (Oct. 22,2001). 28 See Application of TXU Electric Company for Approval of Unbundled Cost of Service Rate Pursuant to PURA $39.201 and Public Utility Commission Substantive Rule $25.344, Docket No. 22350, Interim Order (Jan. 23, 2001). The Commission again approved the Affiliate Standards Compliance Plan, Program, and Procedures in Ordering Paragraph V.B.1,. in its Final Order in Docket No. 22350 issued on October 3,2001. l9 Id. Texas Enerev Association for Marketers el al. Motion to Intervene Page 7 of 14 7

unrelated to the Capgemini outsourcing agreement, Marketers claim that TXU Energy must demonstrate that its name is not deceptive is without merit. Similarly, Marketers claim that information is required regarding Capgemini s intent or ability to comply with the Code of Conduct is misplaced.30 Code of Conduct compliance remains a responsibility of TXU en erg^,^' and TXU Energy will ensure compliance by Capgemini. Any allegations of non-compliance with the Code of Conduct can be investigated in Project No. 29795. 3. A REP amendment proceeding is administrative and ministerial in nature and, therefore, ill-suited for intervention. Although docketed, applications to amend REP certificates are generally administrative and ministerial in nature. REP amendment proceedings involve the ongoing administrative maintenance and updating of a REP S ~ertification.~~ Thus, such proceedings are ill-suited for involvement of parties other than Commission Staff and the applicant. Except in rare situation^?^ Commission practice supports this view. For example, several of the REPS that are joined in Marketers Motion to Intervene have sought various amendments to their REP certifications without facing a motion to intervene filed by a third party.34 Indeed, in four See Motion at 3. See P.U.C. SUBST. R. 25.107(a)(2)(A) (noting that the REP remains accountable to applicable laws and commission rules for all activities conducted on its behalf by any subcontractor, agent, or any other entity[.] ). 32 See P.U.C. SUBST. R. 25.107(i). 33 See, e.g., Application of First Choice Power, Inc. to Transfer its Retail Electric Provider (REP) Cert8cation to First Choice Power Special Purpose Entity and for Other Relief, Docket No. 29081, Order No, (Mar. 4, 2004) (granting the motion to intervene of First Choice Power, Inc. s affiliated transmission and distribution utility and power generation company where the REP certification was being amended to reflect, inter alia, a transfer of the certification, customers, and other obligations having a direct financial impact on such affiliates). 34 See, e.g., Application of Texas Commercial Energy for an Amendment to its Retail Electric Provider (REP) Cert@cation, Docket. No. 29084, Order No. 2 (Jan. 12,2004) (granting administrative approval); Application of Utility Choice Electric for an Amendment to its Retail Electric Provider (REP) Certification, Docket No. 29217, Order No. 2 (Mar. 1, 2004) (same); Application of Gexa Corp. for an Amendment to its Retail Electric Provider (REP) CertiJication, Docket No. 28424, Order No. 2 (Sept. 29,2003) (same); Application of Cirro Group, Inc. for an Amendment to its Retail Electric Provider (REP) Certification, Docket No. 25757, Order No. 2 (May 13, 2002) (same). Texas Enerw Association for Marketers el al Motion to Intervene - Page 8 of 14 8

~~ ~ separate TXU Energy amendment proceedings since its initial application for certification was granted, this is the first and only instance where other market participants have attempted to intervene. Additionally, the REP amendment process is designed to be reasonably straightforward and conducive to the public policy of encouraging competiti~n?~ Unlike other contested cases, REP amendment proceedings do not require full Commission approval. Instead, approval culminates in an administrative order issued by the Policy Development Division. Opening the door for competitors such as Marketers to intervene when they have the slightest concern, no matter how tangential to the specific amendment at issue, would harm the Commission s efforts of supporting competition through straightforward administrative processes that foster certainty and encourage REP compliance. Furthermore, Commission precedent counsels against granting Marketers Motion to Intervene. In adopting P.U.C. SUSST. R. 25.107 (the REP certification rule), the Commission explained its intent that the REP certification process be efficient and that interventions would be the exception rather than the rule: Although the commission concludes that the REP certification process shall be a contested case, experience with contested cases involving certification applications in the telecommunications industry demonstrates that such cases can be managed fairly and efficiently. The commission expects to utizize a conservative standard with respect to intervention in these proceedings. Assertions of justiciable interest wilt be subject to strict scrutiny. For example, the mere allegation that an entity is a competitor or potential competitor with respect to the applicant is unlikely to be sufficient grounds for admission as a party to a REP certification proceeding. The commission intends these proceedings to be aggressively managed.36.5 In the vast majority of instances, the process follows the following steps and is usually completed in one to three months: (1) the applicant files only the revised or updated parts of the original application for certification (a Commission-prescribed form) pursuant to Commission instructions (see Exhibit A); (2) an Aw issues an order requiring a recommendation of approval from Commission Staff; (3) Commission Staff reviews the amendment application for sufficiency and completeness; (4) the Commission Staff typically recommends approval; and (5) the ALJ issues an order approving the amendment application. 36 CerriFcation ofreruil Electric Providers, Project No. 21082, Order Adopting New 025.107, Relating to Certification of Retail Electric Providers (REPS), and New 825.108, Relating to Financial Standards for Retail Electric Providers Regarding the Billing and Collection of Transition Charges at 45-46 (July 26, 2004) (addressing concerns that the certification process might be abused to the detriment of the retail electric market). Texas Energv Association for Marketers et al. Motion to Intervene - Page 9 of 14 9

Although this portion of the preamble to the REP certification rule references original applications for certification under P.U,C. SUBST. R. 25,107(c), the Commission s rationale for disfavoring interventions applies with even greater import to amendment applications under P.U.C. SVSST. R. 25.107(i). Certainly, a person s initial application to become certified as a REP is much more critical and of interest to other market participants than is an amendment where, as here, TXU Energy is simply notifying the Commission of its decision to outsource call center and billing and remittance functions. For these reasons, Marketers Motion should be subject to strict scrutiny. Consequently, Marketers asserted interests (Le., generalized Code of Conduct concerns and invalid claims regarding the Amendment Application s alleged incompleteness) do not meet such a conservative standard and, therefore, their Motion to Intervene should be denied. B. TXU Energy s Amendment Application is Complete and Should be Approved. Marketers have attempted to bootstrap their generalized Code of Conduct allegations into this proceeding by alleging that TXU Energy s Amendment Application is not complete.37 Although issues of completeness are for Commission Staff and the AW to review, TXU Energy notes that Marketers contentions in this regard are specifically contradicted by the Commission s rules and Commission-prescribed instructions. First, Marketers note that TXU Energy has chosen to narrowly limit the information provided to Part A, Items 1-3 & 7 and Part D-l[.]* 38 Marketers are correct. TXU Energy has chosen to narrowiy limit the information it has provided because the Commission s instructions as evidenced in Exhibit A require as much. These instructions specifically provide that to complete its Amendment Application, the REP Applicant needs to answer only the specific questions pertinent to the type of amendment being requested, as identified in the chart provided below. 39 As discussed above, TXU Energy is not reporting a legal corporate structure change or change in ownership[,] which are amendment See Motion at 1-3. 38 Id. at 2. Amendment Application for REPS (Instructions) at 1. available at http://www.puc.state. tx.us/electric/forms/rep/rep-amdrnt.pdf. (emphasis added). Texas Enerev Association for Marketers et al. Motion to intervene - Page 10 of 14 10

~ ~~ -~ types included in the chart that require more comprehensive information be pr~vided.~ By process of elimination, the only applicable amendment type prescribed by the Commission s instructions is [olther changes for which a certified REP seeks appr~val. ~* The corresponding required response prescribed in the chart is Part A, Items 1-3 & 7, and other items pertinent to the change the REP seeks[.] A2 The only other item pertinent to the Capgemini outsourcing agreement is Part D, Item 1, which requires the applicant demonstrate its ability to comply with P.U.C. SUBST. R. 25.107(g)( 1)-(8). Thus, TXU Energy included in its Amendment Application updated information concerning P.U.C. SUBST. R. 25.107(g)(6) and 25.107(g)(7), which are pertinent to the Capgemini outsourcing agreement. Therefore, TXU Energy has complied with Commission-prescribed forms and instructions in filing its REP Amendment Appli~ation.~~ Second, Marketers suggest that TXU Energy is required under P.U.C. SUBST. R. 25.107(g)(9)(B) to provide Attachment D-2 of the original REP application form regarding the complaint histories and compliance records of TXU Energy and its affiliates.& However, a quick examination of this provision reveals that Attachment D-2 is only required to be submitted in an initial application[.] A5 This proceeding is an amendment to TXU Energy s certification, meaning the Marketers cited rule provision is inapplicable. Despite Marketers rnisstaternent~~~ and vague allegations, TXU Energy has done what is required of it in notifying the Commission of its outsourcing of call center and billing and remittance functions. Therefore, TXU Energy s Amendment Application is complete and should be approved. Moreover, as discussed above in Section IV.A.l., even if Commission Staff requires further information regarding information in the Amendment Application, Marketers 40 Id. at 2. 41 Id. 4a Id. 43 See P.U.C. PROC. R. 22.80 (requiring compliance with Commission-prescribed forms). 44 See Motion at 3. 45 P.U.C. SUSST. R. 25.107(g)(9) (emphasis added), See, e.g., Motion at 3 (stating that TXU Energy has not disclosed the outsourced services). Texas Enerw Association for Marketers et al Motion to Intervene - Page 11 of 14 11

have failed to show a justiciable interest that would be adversely affected by any information, or lack thereof, concerning the Capgemini outsourcing agreement. V. Conclusion & Prayer WHEREFORE, PREMISES CONSIDERED, TXU Energy Retail Company LP respectfully requests that the ALJ deny Marketers Motion to Intervene and allow this administrative proceeding to proceed, approve the Amendment Application as soon as possible, and grant TXU Energy Retail Company LP such other and further relief to which it shows itself entitled. Respectfully submitted, TXU LEGAL Cecily Small Gooch State Bar No. 00797446 Energy Plaza 1601 Bryan Street, 6th Floor Dallas, Texas 75201 (214) 812-6034 (telephone) (214) 812-6032 (facsimile) HUNTON & WILLIAMS LLP E. Allen Nye, Jr. State Bar No. 00788134 Tab R. Urbantke State Bar No. 240347 17 Energy Plaza 1601 Bryan Street, 30th Floor Dallas, Texas 75201 (214) 979-3000 (telephone) (214) 880-001 1 (facsimile) ATTORNEYS FOR TXU ENERGY RETAIL COMPANY LP Texas Enerw Association for Marketers et af. Motion to Intervene - Page 12 of 14 12

CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing document was served on Commission Staff and Marketers by hand delivery, fax, or first class United States mail, postage - prepaid on this the 23rd day of August, 2004. Texas Energv Association for Marketers et al. Motion to Intervene - Page 13 of 14 13

Exhibit A Amendment Application for REPS (Instructions) Texas Enerev Association for Marketers et al. Motion to Intervene - Page 14 of 14 14

Brett A. Perlman Commissioner Rebecca Klein Cornmissloner W. Lane Lanford Executive Director Public Utility Commission of Texas AMENDMENT APPLICATION FOR REPS (INSTRUCTIONS) The sworn application must be submitted to: Central Records Filing Clerk Public Utility Commission of Texas 1701 N. Congress Avenue P.O. Box 13326 Austin, Texas 787 1 1-3326 (5 12) 936-7 180 An Amendment Application for REPs (Application) consists of the title page and affidavit attached to these instructions, and the properly completed items from the regular Application Form for REP Cevt$cation, as required by the chart provided below in these instructions. Seven copies (six copies and one original) of the Amendment Application for REPs must be presented upon filing. The Amendment Application shall also be filed electronically when it consists of more than 10 pages. Other filing requirements are prescribed in the Commission's Procedural Rules, which can be found on the Commission's web site, <www.puc.state.tx.us>. To amend an approved REP certificate, the REP certificate holder (Applicant) must file the Amendment Application for REPs title page and the corresponding affidavit, but otherwise use the regular Application Form for REP Certification (the form used for initial certification as a REP). However, to complete its Amendment Application, the REP Applicant needs to answer only the specific questions pertinent to the type of amendment being requested, as identified in the chart provided below. A REP applying to amend its approved certificate must provide all responses required by this Amendment Application in a complete and truthful manner. If any substantive changes occur to the information provided in this Amendment Application before it is approved, the Applicant must promptly notify the Commission by filing as a supplement the applicable portions of the Amendment Application that display the changed information. To file this supplementary information, the Applicant shall also file seven copies (six copies and one original) with the Commission's Filing Clerk in the docket number assigned to this Amendment Application, Do not submit new title pages with supplemental filings. @ Printed on recnm paper An Equal Opportunity Employer 1701 N. Congress Avenue PO Box 13326 Austin, TX 78711 512/936-7000 Fax: 512/936-7003 web site: www.puc.state.tx.us 15

REP AMENDMENT APPLICATION INSTRUCTIONS (Form Last Updated on August 16,2002) Page 2 of 2 In the Required Responses column below, all items indicated from the Application Form for REP Certification must be addressed with either updated, detailed information or a response of no change (Le., no change since the last actionlamendment to the certification). Failure to provide complete, truthful, or responsive answers to all requested items may result in denial or processing delay of the amendment requested. An answer of Not Applicable or N/A will be considered non-responsive. Type of Amendment Requested in this Amendment Application for REPs Name change; adding or discontinuing d/b/a s: Legal or corporate structure changes; change in ownership: Transfer of certificate: Change in type of financial resources used to qualify; change in qualification amount: Option 1 REPS - Change of service area within Option 1: Option 1 REPs - Change from not taking deposits to taking deposits (from No to Yes in Part C, Item 3 of the Application Form for REP Certification): Option 2 REPs - Addition of new customers: Option 2 REPs - Changing to Option 1 REP: Other changes for which a certified REP seeks approval: Required Responses to items listed on the Application Form for REP Certification Part A (indicate all names that will be current upon approval of this application, as well as those discontinued by the application) Part A and Part C All Parts Part A and Part C Part A, Items 1-3 &7, Part B, and Part D Part A and Part C Part A, Items 1-3 &7, and Part B, Option 2 All Parts Part A, Items 1-3 &7, and other items pertinent to the change the REF seeks I I This instruction sheet should not to be filed with the Application. 1 Commission rules require notice of some changes that do not require approval, such as changes in contact information. Systems for more efficiently accommodating simple updates are under development. In the meantime, file such notices in Project No. 2572 1, REP Annual Reports, and send an e-mail alert of the filing to jan.bareen(ljdiic,state.tx.us and j~n.harlisonnuuc.state.tx.us. Attach a copy of the filing to the e-mail if feasible. 16