Founded in 1852 by Sidney Davy Miller

SHERRI A. WELLMAN

TEL (517) 483-4954FAX (517) 374-6304E-MAIL wellmans@millercanfield.com

Miller, Canfield, Paddock and Stone, P.L.C.One Michigan Avenue, Suite 900

Lansing, Michigan 48933 TEL (517) 487-2070 FAX (517) 374-6304

www.millercanfield.com

MICHIGAN: Ann Arbor Detroit " Grand Rapids

Kalamazoo " Lansing " Troy

FLORIDA: Tampa

ILLINOIS: Chicago

NEW YORK: New York

OHIO: Cincinnati

CANADA: Windsor

CHINA: Shanghai

MEXICO: Monterrey

POLAND: Gdynia

Warsaw " "&%$(#'

July 31, 2019

Ms. Barbara Kunkel Acting Executive Secretary Michigan Public Service Commission 7109 W. Saginaw Highway, 3rd Floor Lansing, MI 48917

Re: Northern States Power Company Case No. U-20599

Dear Ms. Kunkel:

Enclosed for electronic filing in the above captioned case are Northern States Power Company’s Application, Letter of Transmittal, Motion for Protective Order and Notice of Hearing on the Motion. Also enclosed is the public version of the supporting Testimony and Exhibit of Deborah E. Erwin, together with the Appearance of Sherri A. Wellman.

If you should have any questions, please kindly advise.

Very truly yours,

Miller, Canfield, Paddock and Stone, P.L.C.

By: Sherri A. Wellman

Enclosure(s) cc: Mara K. Ascheman

Deborah E. Erwin Karl Hoesly

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STATE OF MICHIGAN

BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION

*****

In the matter of the application of ) NORTHERN STATES POWER COMPANY, )a Wisconsin corporation, for approval of its )integrated resource plan under MCL 460.6t )and for other relief. )

Case No. U-20599

APPLICATION

Northern States Power Company, a Wisconsin corporation and wholly owned subsidiary of

Xcel Energy, Inc. (“NSP-W” or the “Company”), respectfully requests the Michigan Public

Service Commission (“MPSC” or “Commission”) approve the Company’s Integrated Resource

Plan (“IRP”) pursuant to Section 6t of 2016 PA 341, MCL 460.6t (“Act 341). In support of this

Application, NSP-W respectfully represents to the Commission as follows:

I. Introduction

1. NSP-W is a public utility organized under the laws of the State of Wisconsin with

principal offices located in Eau Claire, Wisconsin and Ironwood, Michigan. NSP-W is authorized

to do business in the State of Michigan.

2. NSP-W is engaged in the generation, purchase, transmission, distribution and sale

of electricity in two counties in the Upper Peninsula of Michigan, and twenty-nine counties in

Wisconsin. In the Upper Peninsula of Michigan, NSP-W provides electric service to approximately

9,000 retail customers. NSP-W is also a public utility in the State of Wisconsin, subject to the

jurisdiction of the Public Service Commission of Wisconsin.

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3. NSP-W and its sister company, Northern States Power Company – Minnesota

(“NSP-M” and together the “NSP Companies”) plan, build and operate a single integrated electric

and production system, which is known as the NSP System. The NSP Companies jointly conduct

resource planning for the five-state Upper Midwest system served by the two companies, which

includes service territory in Minnesota, North Dakota, South Dakota, Wisconsin and Michigan.1

NSP-W and NSP-M together serve over 1.8 million electric customers in the NSP service

territories.

4. On December 21, 2016, in Case Nos. U-15896 and U-18461 the Commission

issued its Order approving filing instructions for IRPs and establishing the application deadline

filing schedule. On February 7, 2019, the Commission issued an order granting NSP-W’s request

to file its IRP on July 31, 2019.

5. NSP-M is subject to an IRP filing requirement in Minnesota, and the IRP will also

be reviewed by the commissions in Minnesota, North Dakota and South Dakota. NSP-M

submitted this same IRP filing to the Minnesota Public Utilities Commission (“MPUC”) on July 1,

2019, for its review. Therefore, NSP-W files this single total NSP System IRP, which covers all of

NSP-W’s and NSP-M’s customers on a multistate basis consistent with MCL 460.6t(4), which

states in relevant part “[a]n electric utility providing electric tariff service to customers both in this

state and in at least 1 other state may design its integrated resource plan to cover all its customers

on that multistate basis.”

1 NSP-W’s total source of electric power supply is incorporated into the Federal Energy Regulatory Commission (“FERC”) approved Interchange Agreement (“I/A”). Under the I/A, NSP-W and NSP-M coordinate in the development and operation of their generation and transmission facilities as an integrated system (“NSP System” or “NSP” or “System”). The I/A is designed to establish the charges for each company to the other for the sales of power and energy between the companies and for transmission service provided to each, by the other. Each company then shares in system generation and transmission costs by billing each other on an actual basis. Since the 1980s, the MPSC has reviewed and approved the I/A as NSP-W’s total source of electric power supply.

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II. Overview of IRP

6. Pursuant to MCL 460.6t(4), “If an electric utility has filed a multistate integrated

resource plan that includes its service area in this state with the relevant utility regulatory

commission in another state in which it provides tariff service to retail customers, the commission

shall accept that resource plan filing for filing purposes in this state.” MCL 460.6t(8) provides that

the Commission shall approve a proposed IRP if the Commission determines that the IRP

represents the most reasonable and prudent means of meeting the electric utility’s energy and

capacity needs.

7. As a multi-state IRP, the Company’s IRP meets the statutory requirements for an

IRP filed before the Commission. The Company’s testimony and exhibit, which accompany this

application, establish that the Company’s plan represents “the most reasonable and prudent means

of meeting the electric utility’s energy and capacity needs.”

8. The development of the NSP Companies’ 2020-2034 Resource Plan is the product

of a stakeholder process involving multiple public workshops conducted in Minnesota,

independent expert analysis, and information sharing. The IRP was also designed to support the

Company’s goal of reducing carbon emissions 80 percent (from 2005 levels) by 2030, and

continue progress toward its ultimate vision of 100 percent carbon-free energy by 2050. At the

same time, this IRP ensures the same level of reliability our customers have enjoyed for decades.

The key components of the 2019 IRP include:

" Extend the Monticello nuclear plant license from 2030 to 2040, and operate both

Prairie Island (“PI”) nuclear units through the end of their current licenses (PI Unit

1 to 2033 and PI Unit 2 to 2034),

" Retire the NSP Companies’ last two coal units early: the King plant in 2028 (nine

years early) and Sherco 3 in 2030 (ten years early);

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" Continue the plan to retire Sherco 1 and 2 in 2026 and 2023, respectively, and

commit to offering Sherco 2 into MISO on a seasonal basis until its retirement,

" Acquire and operate the 760 megawatt (“MW”) Mankato Energy Center and build,

own and operate an approximately 800 MW Sherco Combined Cycle to satisfy

capacity and operational need created by coal closures,

" Acquire 4,000 MW of utility-scale solar generation between 2025 and 2034,

" Add approximately 1,200 MW of cumulative wind by 2034 as part of a “no going

back” strategy, replacing wind scheduled to retire during that period.

" Starting in 2031, add approximately 1,700 MW of cumulative firm dispatchable

resources by 2034,

" Energy savings achieved through energy efficiency programs.

The IRP is sponsored as Exhibit A-1 (DEE-1).

9. With this proposed IRP, the Company believes it can keep annual cost growth at or

below the rate of inflation. This is accomplished by deferring resource additions until later in the

plan, making use of existing assets on its system, and through Demand Side Management

activities. Additionally, the Company foresees that technological improvements will continue to

drive the costs of renewables down.

III. Procedural Process

10. While the possibility the IRP may be modified through the MPUC process is

foreseeable, the timing is not. Michigan law establishes a 300 day review period for the IRP,

however, the MPUC IRP process does not contemplate a specific time period for review. Past IRP

review processes in Minnesota have varied significantly in length, and based on recent history,

NSP-W anticipates the MPUC process is likely to take materially longer than Michigan’s 300 day

process contemplates. The uncertainty regarding the length of time for MPUC’s review means that

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it is possible the Company’s multi-state IRP preferred plan could be modified after the Michigan

Commission has concluded its review, and the MPUC could subsequently approve an IRP that is

different than what is being filed today. NSP-W notes the Michigan IRP statute provides for

amendment of an approved IRP filing in MCL 460.6t(19), and that such amendment sets forth the

Commission’s timeline for review under MCL 460.6t(9).

11. NSP-W requests that the Commission issue an order after its 300 day review

approving the plan as filed and directing NSP-W to incorporate any additional changes, if any,

made through the MPUC IRP process within 30 days of filing such changes with the MPUC. If the

MPSC approves NSP-W’s IRP filing, and no changes are made through the Minnesota IRP

process, no further action would be needed. If changes are made through the Minnesota IRP

process, NSP-W would then be subject to MCL 460.6t(19), which would trigger the process set

forth under MCL 460.6t(9).

IV. Testimony and Exhibit and Other Matters

12. Concurrently with this Application, NSP-W is filing the direct testimony and

exhibit of Deborah E. Erwin in support of its IRP.

13. In addition to the issues described above, it is possible that other pending or to-be-

filed proceedings or other events may have impacts on the Company’s requests in this proceeding.

These impacts will be evaluated for materiality and may need to be considered in the results of this

proceeding.

14. All portions of the IRP are integrally part of the NSP Companies’ IRP. Since the

NSP Companies’ IRP is a fully integrated proposal, modifications to or a rejection of a position

made in the plan may impact the plan’s viability and the Company’s willingness to execute on the

remaining portion of the plan not modified or rejected. As such, the Company reserves the right to

abandon or amend its plan if the Commission rejects or modifies any of the Company’s proposals

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presented in this IRP, and as subsequently modified by the NSP Companies as described above.

15. As required in the Commission’s IRP filing requirements approved in Case No. U-

15896 et al., the Company has included a Letter of Transmittal as Attachment A to this

Application. The Company’s Letter of Transmittal expresses NSP-W’s commitment to the NSP

Companies’ preferred resource plan and resource plan acquisition strategy, and has been signed by

an officer of the Company who has authority to commit the Company to the resource acquisition

strategy acknowledging that the NSP Companies reserve the right to make changes to their

resource acquisition strategies as appropriate due to changing circumstances.

WHEREFORE, Northern States Power Company respectfully requests that the Commission

issue an order:

A. Finding that the NSP Companies’ Integrated Resource Plan as supported by its

testimony and exhibit meet the applicable requirements of MCL 460.6 and represents the most

reasonable and prudent means of meeting the electric utility’s energy and capacity needs.

B. Granting such other and additional relief as set forth in this Application and

otherwise, as shall be lawful and proper.

Respectfully submitted,

NORTHERN STATES POWER COMPANY, A WISCONSIN CORPORATION

Dated: July 31, 2019 By: Its Attorney Sherri A. Wellman (P38989) MILLER, CANFIELD, PADDOCK AND STONE, PLC

One Michigan Avenue, Suite 900 Lansing, MI 48933 (517) 483-4954

Attorney for Northern States Power Company

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S T A T E O F M I C H I G A N

BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION

* * * *

In the matter of the application of NORTHERN STATES POWER COMPANY, a Wisconsin corporation, for approval of its integrated resource plan pursuant to MCL 460.6t and for other relief.

) ) Case No. U-20599 ) ) )

MOTION OF NORTHERN STATES POWER COMPANY-WISCONSIN

FOR ENTRY OF A PROTECTIVE ORDER

Northern States Power Company, a Wisconsin corporation (“NSP-W” or the

“Company”), by its attorneys, pursuant to Rule 432 of the Michigan Administrative Hearing

System’s Administrative Hearing Rules, R 792.10432, and MCR 2.302(C)(8), respectfully

requests entry of a Protective Order to govern the release, use, and disclosure of confidential

information, in any matter or form, in this proceeding. In support of its Motion, NSP-W states as

follows:

1. NSP-W is a public service corporation organized under the laws of the State of

Wisconsin with principal offices located in Eau Claire, Wisconsin and Ironwood, Michigan.

NSP-W is authorized to do business in the State of Michigan.

2. NSP-W is engaged, in part, in the generation, transmission, distribution, and sale

of electric energy in two counties in the Upper Peninsula of Michigan, and twenty-nine counties

in Wisconsin.

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3. NSP-W requests a Protective Order to protect confidential information identified

in its direct case as well as certain discovery responses to be identified by NSP-W. Although the

Michigan Public Service Commission’s (“MPSC” or “Commission”) rules do not expressly

address the issuance of protective orders, Rule 403(1) of the Michigan Administrative Hearing

System’s Administrative Hearing Rules, R 792.10403, states that “[t]hese rules govern practice

and procedure in all proceedings before the commission, except as otherwise provided by statute

or these rules. In areas not addressed by these rules, the presiding officer may rely on

appropriate provisions of the currently effective Michigan court rules.” MCR 2.302(C)(8) states:

“On motion by a party or by the person from whom discovery is sought, and on reasonable notice and for good cause shown, the court in which the action is pending may issue any order that justice requires to protect a party or person from annoyance, embarrassment, oppression, or undue burden or expense, including one or more of the following orders:

(8) that a trade secret or other confidential research, development, or commercial information not be disclosed or be disclosed only in a designated way;”

Also, Section 80 of the Michigan Administrative Procedures Act specifically provides that a

presiding officer may “[r]egulate the course of the hearings…” MCL 24.280.

4. The appropriateness of the issuance of protective orders in Commission

proceedings for documents which are confidential, proprietary, or involve trade secrets is well

established. For example, protective orders have been issued in Case Nos. U-9322 and U-9611

(July 18, 1990), U-10335 (Nov. 29, 1993), U-10491 and U-10492 (July 19, 1992), U-13221

(March 20, 2002), U-14040 (May 11, 2004), U-15988 (August 3, 2009), U-16166 (July 23,

2010), U-16417 (August 5, 2011), U-17672 (November 19, 2014), and U-18148 (November 23,

2016). In its Opinion and Order dated June 30, 1994, Case No. U-10282, the Commission

discussed the standards that it applies when considering whether to issue a protective order. The

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Commission stated that before it will enter a protective order, the moving party must show “(1)

that the information at issue is a trade secret or otherwise confidential, and (2) that disclosure

would work a clearly defined and serious injury.”

5. NSP-W represents that public disclosure of the Protected Materials would result

in serious injury, and/or public disclosure would be inconsistent with contractual terms, and/or

disclosure of the information is considered to be proprietary, a trade secret, or commercially

sensitive.

6. NSP-W represents that the Protected Materials are not in the public domain.

Further, NSP-W avers that the confidential information it seeks to protect herein has been treated

as confidential in the jurisdictions in which a majority of its business is conducted (Wisconsin)

as well as in Minnesota, North Dakota and South Dakota.

7. The proposed Protective Order (Exhibit A hereto) is modeled after other MPSC

orders which protected information. The proposed Protective Order identifies the documentation

in paragraph 2 as “Protected Material” and provides that any document filed with the

Commission that contains Protected Material shall be placed in a sealed envelope with a copy of

the Protective Order attached and maintained in the Commission’s files. The proposed Order

prohibits distribution or dissemination of the protected documentation by MPSC Staff (“Staff”)

or any properly admitted party except according to the terms of the Protective Order. Further,

the proposed Order dictates the use of the documentation in the discovery and litigation phases

of this case, and requires that NSP-W be given notice of any Freedom of Information Act request

filed with the Commission (or Attorney General’s (“AG”) office) seeking access to the

documents. Such notice must be given at least five (5) business days prior to the MPSC, Staff or

4

AG, responding to the request so as to provide NSP-W with an opportunity to take whatever

legal actions it deems appropriate to protect the documents from disclosure.

8. The proposed Protective Order will not hinder the Commission’s, the

Administrative Law Judge’s, Staff’s or any properly admitted party’s review of the Application,

testimony and exhibits or discovery responses in MPSC Case No. U-20599, because all will

continue to have full access to the confidential information.

WHEREFORE, for the reasons stated herein, NSP-W respectfully requests the

Commission to grant this Motion and enter the proposed Protective Order, attached as Exhibit A.

Respectfully submitted,

NORTHERN STATES POWER COMPANY-WISCONSIN

Dated: July 31, 2019 By: Its Attorney Sherri A. Wellman (P38989) MILLER, CANFIELD, PADDOCK and STONE, P.L.C. One Michigan Avenue, Suite 900 Lansing, Michigan 48933 (517) 483-4954

Attorney for Northern States Power Company-Wisconsin

Exhibit A

S T A T E O F M I C H I G A N

BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION

* * * *

In the matter of the application of NORTHERN STATES POWER COMPANY, a Wisconsin corporation, for approval of its integrated resource plan pursuant to MCL 460.6t and for other relief.

) ) Case No. U-20599 ) ) )

PROTECTIVE ORDER

This Protective Order governs the use and disposition of Protected Material that

Northern States Power Company, a Wisconsin corporation (“Applicant”), or any other Party

discloses to another Party during the course of this proceeding. The Applicant or other Party

disclosing Protected Material is referred to as the “Disclosing Party”; the recipient is the

“Receiving Party” (defined further below). The intent of this Protective Order is to protect non-

public, confidential information and materials so designated by the Applicant or by any other

party, which information and materials contain confidential, proprietary, or commercially

sensitive information. This Protective Order defines “Protected Material” and describes the

manner in which Protected Material is to be identified and treated. Accordingly, it is ordered:

I. “Protected Material” and Other Definitions

A. For the purposes of this Protective Order, “Protected Material” consists of trade

secrets or confidential, proprietary, or commercially sensitive information provided in Disclosing

Party’s discovery or audit responses, any witness’ related exhibit and testimony, and any

arguments of counsel describing or relying upon the Protected Material. Subject to challenge

2

under Paragraph IV.A, Protected Material shall consist of non-public confidential information and

materials including, but not limited to, the following information disclosed during the course of

this case if it is marked as required by this Protective Order:

1. Trade secrets or confidential, proprietary, or commercially sensitive information provided in response to discovery, in response to an order issued by the presiding hearing officer or the Michigan Public Service Commission (“MPSC” or the “Commission”), in testimony or exhibits filed later in this case, or in arguments of counsel;

2. To the extent permitted, information obtained under license from a third-party licensor, to which the Disclosing Party or witnesses engaged by the Disclosing Party is a licensee, that is subject to any confidentiality or non-transferability clause. This information includes reports; analyses; models (including related inputs and outputs); trade secrets; and confidential, proprietary, or commercially sensitive information that the Disclosing Party or one of its witnesses receives as a licensee and is authorized by the third- party licensor to disclose consistent with the terms and conditions of this Protective Order; and

3. Information that could identify the bidders and bids, including the winning bid, in a competitive solicitation for a power purchase agreement or in a competitively bid engineering, procurement, or construction contract at any stage of the selection process (i.e., before the Disclosing Party has entered into a power purchase agreement or selected a contractor).

4. Information that is protected as confidential in other jurisdictions that Applicant provides utility service.

B. The information subject to this Protective Order does not include:

1. Information that is or has become available to the public through no fault of the Receiving Party or Reviewing Representative and no breach of this Protective Order, or information that is otherwise lawfully known by the Receiving Party without any obligation to hold it in confidence;

2. Information received from a third party free to disclose the information without restriction;

3

3. Information that is approved for release by written authorization of the Disclosing Party, but only to the extent of the authorization;

4. Information that is required by law or regulation to be disclosed, but only to the extent of the required disclosure; or

5. Information that is disclosed in response to a valid, non-appealable order of a court of competent jurisdiction or governmental body, but only to the extent the order requires.

C. “Party” refers to the Applicant, MPSC Staff (“Staff’), Michigan Attorney

General, or any other person, company, organization, or association that is granted

intervention in Case No. U-20599 under the Commission’s Rules of Practice and

Procedure, Mich Admin Code, R 792.10401 et al.

D. “Receiving Party” means any Party to this proceeding who requests or

receives access to Protected Material, subject to the requirement that each Reviewing

Representative sign a Nondisclosure Certificate attached to this Protective Order as

Attachment 1.

E. “Reviewing Representative” means a person who has signed a

Nondisclosure Certificate and who is:

1. An attorney who has entered an appearance in this proceeding for a Receiving Party;

2. An attorney, paralegal, or other employee associated, for the purpose of this case, with an attorney described in Paragraph I.E.1;

3. An expert or employee of an expert retained by a Receiving Party to advise, prepare for, or testify in this proceeding; or

4. An employee or other representative of a Receiving Party with significant responsibility in this case.

A Reviewing Representative is responsible for assuring that persons under his or her

supervision and control comply with this Protective Order.

4

F. “Nondisclosure Certificate” means the certificate attached to this

Protective Order as Attachment 1, which is signed by a Reviewing Representative who

has been granted access to Protected Material and agreed to be bound by the terms of this

Protective Order.

II. Access to and Use of Protected Material

A. This Protective Order governs the use of all Protected Material that is

marked as required by Paragraph III.A and made available for review by the Disclosing

Party to any Receiving Party or Reviewing Representative. This Protective Order

protects: (i) the Protected Material; (ii) any copy or reproduction of the Protected

Material made by any person; and (iii) any memorandum, handwritten notes, or any other

form of information that copies, contains, or discloses Protected Material. All Protected

Material in the possession of a Receiving Party shall be maintained in a secure place.

Access to Protected Material shall be limited to persons authorized to have access subject

to the provisions of this Protective Order.

B. Protected Material shall be used and disclosed by the Receiving Party

solely in accordance with the terms and conditions of this Protective Order. A Receiving

Party may authorize access to, and use of, Protected Material by a Reviewing

Representative identified by the Receiving Party, subject to Paragraphs III and V below,

only as necessary to analyze the Protected Material; make or respond to discovery;

present evidence; prepare testimony, argument, briefs, or other filings; prepare for cross-

examination; consider strategy; and evaluate settlement. These individuals shall not

release or disclose the content of Protected Material to any other person or use the

information for any other purpose.

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C. The Disclosing Party retains the right to object to any designated

Reviewing Representative if the Disclosing Party has reason to believe that there is an

unacceptable risk of misuse of confidential information. If a Disclosing Party objects to a

Reviewing Representative, the Disclosing Party and the Receiving Party will attempt to

reach an agreement to accommodate that Receiving Party’s request to review Protected

Material. If no agreement is reached, then either the Disclosing Party or the Receiving

Party may submit the dispute to the presiding hearing officer. If the Disclosing Party

notifies a Receiving Party of an objection to a Reviewing Representative, then the

Protected Material shall not be provided to that Reviewing Representative until the

objection is resolved by agreement or by the presiding hearing officer.

D. Before reviewing any Protected Material, including copies, reproductions,

and copies of notes of Protected Material, a Receiving Party and Reviewing

Representative shall sign a copy of the Nondisclosure Certificate (Attachment 1 to this

Protective Order) agreeing to be bound by the terms of this Protective Order. The

Reviewing Representative shall also provide a copy of the executed Nondisclosure

Certificate to the Disclosing Party.

E. Even if no longer engaged in this proceeding, every person who has

signed a Nondisclosure Certificate continues to be bound by the provisions of this

Protective Order. The obligations under this Protective Order are not extinguished or

nullified by entry of a final order in this case and are enforceable by the MPSC or a

court of competent jurisdiction. To the extent Protected Material is not returned to a

Disclosing Party, it remains subject to this Protective Order.

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F. Members of the Commission, Commission staff assigned to assist the

Commission with its deliberations, and the presiding hearing officer shall have access to

all Protected Material that is submitted to the Commission under seal without the need to

sign the Nondisclosure Certificate.

G. A Party retains the right to seek further restrictions on the dissemination of

Protected Material to persons who have or may subsequently seek to intervene in this

MPSC proceeding.

H. Nothing in this Protective Order precludes a Party from asserting a timely

evidentiary objection to the proposed admission of Protected Material into the evidentiary

record for this case.

III. Procedures

A. The Disclosing Party shall mark any information that it considers

confidential as “CONFIDENTIAL: SUBJECT TO THE PROTECTIVE ORDER

ISSUED IN CASE NO. U-20599.” If the Receiving Party or a Reviewing Representative

makes copies of any Protected Material, they shall conspicuously mark the copies as

Protected Material. Notes of Protected Material shall also be conspicuously marked as

Protected Material by the person making the notes.

B. If a Receiving Party wants to quote, refer to, or otherwise use Protected

Material in pleadings, pre-filed testimony, exhibits, cross-examination, briefs, oral

argument, comments, or in some other form in this proceeding (including administrative

or judicial appeals), the Receiving Party shall do so consistent with procedures that will

maintain the confidentiality of the Protected Material. For purposes of this Protective

Order, the following procedures apply:

7

1. Written submissions using Protected Material shall be filed in a sealed record to be maintained by the MPSC’s Docket Section, or by a court of competent jurisdiction, in envelopes clearly marked on the outside, “CONFIDENTIAL —SUBJECT TO THE PROTECTIVE ORDER ISSUED IN CASE NO. U-20599. Simultaneously, identical documents and materials, with the Protected Material redacted, shall be filed and disclosed the same way that evidence or briefs are usually filed;

2. Oral testimony, examination of witnesses, or argument about Protected Material shall be conducted on a separate record to be maintained by the MPSC’s Docket Section or by a court of competent jurisdiction. These separate record proceedings shall be closed to all persons except those furnishing the Protected Material and persons otherwise subject to this Protective Order. The Receiving Party presenting the Protected Material during the course of the proceeding shall give the presiding officer or court sufficient notice to allow the presiding officer or court an opportunity to take measures to protect the confidentiality of the Protected Material; and

3. Copies of the documents filed with the MPSC or a court of competent jurisdiction, which contain Protected Material, including the portions of the exhibits, transcripts, or briefs that refer to Protected Material, must be sealed and maintained in the MPSC’s or court’s files with a copy of the Protective Order attached.

C. It is intended that the Protected Material subject to this Protective Order

should be shielded from disclosure by a Receiving Party. If any person files a request

under the Freedom of Information Act with a governmental agency participating in this

proceeding, including, but not limited to, the MPSC, the MPSC Staff, and the Michigan

Attorney General, seeking access to documents subject to this Protective Order, the

governmental agency shall immediately notify the Disclosing Party, and the Disclosing

Party may take whatever legal actions it deems appropriate to protect the Protected

Material from disclosure. In light of Section 5 of the Freedom of Information Act, MCL

15.235, the notice must be given at least five (5) business days before the governmental

agency grants the request in full or in part.

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IV. Termination of Protected Status

A. Receiving Party reserves the right to challenge whether a document or

information is Protected Material and whether this information can be withheld under

this Protective Order. In response to a motion, the Commission or the presiding hearing

officer in this case may revoke a document’s protected status after notice and hearing. If

the presiding hearing officer revokes a document’s protected status, then the document

loses its protected status after 14 days unless a Party files an application for leave to

appeal the ruling to the Commission within that time period. Any Party opposing the

application for leave to appeal shall file an answer with the Commission no more than

14 days after the filing and service of the appeal. If an application is filed, then the

information will continue to be protected from disclosure until either the time for appeal

of the Commission’s final order resolving the issue has expired under MCL 462.26 or, if

the order is appealed, until judicial review is completed and the time to take further

appeals has expired.

B. If a document’s protected status is challenged under Paragraph IV.A, the

Receiving Party challenging the protected status of the document shall explicitly state its

reason for challenging the confidential designation. The Disclosing Party bears the

burden of proving that the document should continue to be protected from disclosure.

V. Retention of Documents

Protected Material remains the property of the Disclosing Party and only remains

available to the Receiving Party until the time expires for petitions for rehearing of a final

9

MPSC order in Case No. U-20599 or until the MPSC has ruled on all petitions for

rehearing in this case (if any). However, an attorney for a Receiving Party who has

signed a Nondisclosure Certificate and who is representing the Receiving Party in an

appeal from an MPSC final order in this case may retain copies of Protected Material

until either the time for appeal of the Commission’s fmal order resolving the issue has

expired under MCL 462.26 or, if the order is appealed, until judicial review is completed

and the time to take further appeals has expired. On or before the time specified by the

preceding sentences, the Receiving Party shall return to the Disclosing Party all Protected

Material in its possession or in the possession of its Reviewing Representatives-including

all copies and notes of Protected Material-or certify in writing to the Disclosing Party that

the Protected Material has been destroyed.

VI. Limitations and Disclosures

The provisions of this Protective Order do not apply to a particular document, or

portion of a document, described in Paragraph II.A if a Receiving Party can demonstrate

that it has been previously disclosed by the Disclosing Party on a non-confidential basis

or meets the criteria set forth in Paragraphs I.B.1 through I.B.S. A Receiving Party

intending to disclose information taken directly from materials identified as Protected

Material must-before actually disclosing the information-do one of the following: (i)

contact the Disclosing Party’s counsel of record and obtain written permission to disclose

the information, or (ii) challenge the confidential nature of the Protected Material and

obtain a ruling under Paragraph IV that the information is not confidential and may be

disclosed in or on the public record.

VII. Remedies

10

If a Receiving Party violates this Protective Order by improperly disclosing or

using Protected Material, the Receiving Party shall take all necessary steps to remedy

the improper disclosure or use. This includes immediately notifying the MPSC, the

presiding hearing officer, and the Disclosing Party, in writing, of the identity of the

person known or reasonably suspected to have obtained the Protected Material. A Party

or person that violates this Protective Order remains subject to this paragraph regardless

of whether the Disclosing Party could have discovered the violation earlier than it was

discovered. This paragraph applies to both inadvertent and intentional violations.

Nothing in this Protective Order limits the Disclosing Party’s rights and remedies, at

law or in equity, against a Party or person using Protected Material in a manner not

authorized by this Protective Order, including the right to obtain injunctive relief in a

court of competent jurisdiction to prevent violations of this Protective Order.

Administrative Law Judge

Attachment 1

S T A T E O F M I C H I G A N

BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION

* * * *

In the matter of the application of NORTHERN STATES POWER COMPANY, a Wisconsin corporation, for approval of its integrated resource plan pursuant to MCL 460.6t and for other relief.

) ) Case No. U-20599 ) )

NONDISCLOSURE CERTIFICATE

By signing this Nondisclosure Certificate, I acknowledge that access to Protected

Material is provided to me under the terms and restrictions of the Protective Order

issued in Case No. U-20599, that I have been given a copy of and have read the

Protective Order, and that I agree to be bound by the terms of the Protective Order. I

understand that the substance of the Protected Material (as defined in the Protective

Order), any notes from Protected Material, or any other form of information that copies

or discloses Protected Material, shall be maintained as confidential and shall not be

disclosed to anyone other than in accordance with the Protective Order.

Reviewing Representative

Date: _________, 2019

Title: Representing:

Printed Name

STATE OF MICHIGAN

BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION

*****

In the matter, on the application of ) NORTHERN STATES POWER COMPANY, ) a Wisconsin corporation, for approval of its ) Case No. U-20599 integrated resource plan under MCL 460.6t ) and for other relief. )

NOTICE OF HEARING ON MOTION

PLEASE TAKE NOTICE that the scheduling of a hearing on the Motion of Northern States Power Company for Entry of a Protective Order will be taken up with the assigned Administrative Law Judge at the prehearing conference in this matter at the Michigan Public Service Commission, 7109 West Saginaw Highway, Lansing, Michigan.

Respectfully submitted,

NORTHERN STATES POWER COMPANY

Dated: July 31, 2019 By: ____________________________________ Its Attorney Sherri A. Wellman (P38989) MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. One Michigan Avenue, Suite 900 Lansing, MI 48933 (517) 487-2070

S T A T E O F M I C H I G A N

BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION

* * * *

In the matter of the application of NORTHERN STATES POWER COMPANY, a Wisconsin corporation, for approval of its integrated resource plan pursuant to MCL 460.6t and for other relief.

) ) Case No. U-20599 ) ) )

DIRECT TESTIMONY AND EXHIBIT OF DEBORAH E. ERWIN

1

BACKGROUND & EXPERIENCE

Q. Would you please state your name and your business address? 2!

A. My name is Deborah E. Erwin. My business address is 10 East Doty Street, Suite 3!

511, Madison, WI 53703. 4!

Q. By whom are you employed and in what capacity? 5!

A. I’m employed as a Manager of Regulatory Policy by Northern States Power 6!

Company, a Wisconsin corporation (“NSP-W” or the “Company”) and wholly-7!

owned subsidiary of Xcel Energy Inc. (“Xcel Energy”). 8!

Q. Please describe your current job responsibilities. 9!

A. My current job responsibilities include identifying and evaluating policy ;!

alternatives and recommending potential Company regulatory and legislative 21!

strategies on a wide variety of issues. I consult with legislative, regulatory and 22!

subject matter experts throughout Xcel Energy and the utility industry to establish 23!

progressive and consistent policies and strategies. In fulfilling these obligations, I 24!

prepare and deliver supporting testimony and comments in regulatory 25!

proceedings, administrative rulemaking and legislative hearings as necessary. In 26!

addition, I am the lead renewable energy contact for NSP-W. 27!

Q. Please describe your education experience and degrees. 28!

A. I am a 2003 graduate of the University of Minnesota-Twin Cities, with a Bachelor 29!

of Arts degree in Political Science. I am also a 2006 graduate of the University of 2;!

Minnesota Law School, and was admitted to the Minnesota State Bar in October 31!

2006. 32!

3

Q. Have you previously presented testimony on behalf of the Company in other 2!

cases? 3!

A. Yes, I have testified before the Michigan Public Service Commission (“MPSC” or 4!

“Commission”) and I have testified in several dockets before the Public Service 5!

Commission of Wisconsin (“PSCW”). 6!

PURPOSE OF TESTIMONY 7!

Q. What is the purpose of your testimony? 8!

A. My testimony presents NSP-W’s Integrated Resource Plan (“IRP”), pursuant to 9!

Section 6t(4) of Act 341, MCL § 460.6t(4) and the August 28, 2018 and February ;!

7, 2019 Orders of the MPSC in related docket, U-18461. 21!

Q. Are you sponsoring any exhibits with this testimony? 22!

A. Yes. I am sponsoring one exhibit: 23!

" Exhibit A-1 (DEE - 1) Upper Midwest Integrated Resource Plan 2020-2034 24!

COMPANY OVERVIEW 25!

Q. Please provide an overview of NSP-W. 26!

A. NSP-W is a public utility organized under the laws of the State of Wisconsin with 27!

principal offices located in Eau Claire, Wisconsin and Ironwood, Michigan. NSP-28!

W is authorized to do business in the State of Michigan. NSP-W is engaged in 29!

the generation, purchase, transmission, distribution and sale of electricity in two 2;!

counties in the Upper Peninsula of Michigan, and twenty-nine counties in 31!

Wisconsin. In the Upper Peninsula of Michigan, NSP-W provides electric service 32!

to approximately 9,000 retail customers. NSP-W is also a public utility in the 33!

4

State of Wisconsin, subject to the jurisdiction of the Public Service Commission 2!

of Wisconsin. 3!

Q. Can you please describe the relationship between NSP-W and its sister 4!

company, Northern States Power Company, a Minnesota corporation? 5!

A. NSP-W and its sister company, Northern States Power Company – Minnesota 6!

(“NSP-M” and together the “NSP Companies”) plan, build and operate a single 7!

integrated electric and production system, which is known as the NSP System. 8!

The NSP Companies jointly conduct resource planning for the five-state Upper 9!

Midwest system served by the two companies, which includes service territory in ;!

Minnesota, North Dakota, South Dakota, Wisconsin and Michigan. NSP-W and 21!

NSP-M together serve over 1.8 million electric customers in the NSP service 22!

territories. 23!

INTEGRATED RESOURCE PLAN OVERVIEW 24!

Q. Is NSP-W or NSP-M subject to IRP filing requirements in any of the other 25!

five states in which they operate? 26!

A. Yes, NSP-M is subject to an IRP filing requirement in Minnesota. NSP-M 27!

submitted this same IRP filing to the Minnesota Public Utilities Commission 28!

(“MPUC”) on July 1, 2019 for its review. I understand that the Commissions in 29!

North Dakota and South Dakota will also review the IRP. MCL 460.6t(4) allows 2;!

‘[a]n electric utility providing electric tariff service both in this state and in at 31!

least 1 other state may design its integrated resource plan to cover all its 32!

customers on that multistate basis.” Based on that statutory provision, NSP-W 33!

5

files this single total NSP System IRP (Exhibit A-1 (DEE-1)), which covers all of 2!

NSP-W and NSP-M’s customers on a multistate basis. 3!

Q. Please provide an overview of the NSP Companies’ IRP. 4!

A. The development of the NSP Companies’ 2020-2034 Resource Plan is the product 5!

of a stakeholder process involving multiple public workshops conducted in 6!

Minnesota, independent expert analysis, and information sharing. The IRP was 7!

also designed to support the Company’s goal of reducing carbon emissions 80 8!

percent (from 2005 levels) by 2030, and to continue progress toward its ultimate 9!

vision of 100 percent carbon-free energy by 2050. ;!

At the same time, this IRP ensures the same level of reliability our 21!

customers have enjoyed for decades. This is accomplished primarily through the 22!

proposed extension of the Monticello nuclear plant by an additional 10 years and 23!

the continued operation of the Prairie Island nuclear units through their current 24!

license. In addition, the NSP Companies propose to purchase the 760 megawatt 25!

(“MW”) Mankato Energy Center (“MEC”) combined cycle facility, and construct 26!

a new natural gas combined cycle plant at the Sherco site in 2026. These large, 27!

dispatchable resources will be critical as 2,400 MW of coal-fired baseload is 28!

retired in the next decade and the NSP Companies transition to a system that is 29!

more than 50 percent intermittent renewables. Finally, the NSP Companies also 2;!

propose several firm dispatchable, load-supporting resources in the mid-2030s. 31!

The Company believes that technological advancements will improve the 32!

functionality and drive down the cost of resources like storage, and these could 33!

take the place of traditional gas peaking units. 34!

6

The key components of the 2019 IRP include: 2!

• Extend the Monticello nuclear plant license from 2030 to 2040, and 3!

operate both Prairie Island (“PI”) units through the end of their current 4!

licenses (PI Unit 1 to 2033 and PI Unit 2 to 2034), 5!

• Retire the NSP Companies’ last two coal units early: the King plant in 6!

2028 (nine years early) and Sherco 3 in 2030 (ten years early); 7!

• Continue the plan to retire Sherco 1 and 2 in 2026 and 2023, respectively, 8!

and commit to offering Sherco 2 into MISO on a seasonal basis until its 9!

retirement, ;!

• Acquire and operate the 760 MW MEC and build, own and operate an 21!

approximately 800 MW Sherco Combined Cycle (Sherco CC) to satisfy 22!

capacity and operational need created by coal closures, 23!

• Acquire 4,000 MW of utility-scale solar generation between 2025 and 24!

2034, 25!

• Add approximately 1,200 MW of cumulative wind by 2034 as part of a 26!

“no going back” strategy, replacing wind scheduled to retire during that 27!

period. 28!

• Starting in 2031, add approximately 1,700 MW of cumulative firm 29!

dispatchable resources by 2034, 2;!

• Energy savings achieved through energy efficiency programs. 31!

Q. Can the Company estimate what impact this will have on customer costs? 32!

A. With this proposed IRP, the Company believes it can keep annual cost growth at 33!

or below the rate of inflation. This is accomplished by deferring resource 34!

7

additions until later in the plan, making use of existing assets on its system, and 2!

through Demand Side Management activities. Additionally, the Company 3!

foresees that technological improvements will continue to drive the costs of 4!

renewables down. 5!

Q. Do you have any concluding remarks regarding the NSP Companies’ IRP. 6!

A. At this time, the NSP Companies believe this IRP represents “the most reasonable 7!

and prudent means of meeting the electric utility’s energy and capacity needs.” 8!

PROCEDURAL PROCESS IN LIGHT OF IRP REVIEW IN OTHER STATES 9!

Q. Above you noted that this IRP is also subject to a filing requirement in ;!

Minnesota, will NSP-M respond to data requests in those proceeding?21!

A. Yes, the stakeholder involvement in Minnesota, in particular, is very high. There 22!

are over 300 interested persons on the stakeholder distribution list and there have 23!

been fourteen stakeholder workshops, as well as many individual stakeholder 24!

meetings, leading up to NSP-M’s filing the IRP in Minnesota. This high level of 25!

stakeholder involvement is likely to continue as the MPUC reviews the IRP. 26!

Therefore, it is likely NSP will receive and respond to a large number of data 27!

requests relating to the IRP in Minnesota. Under MPUC precedent, all of NSP’s 28!

data request responses must be filed in the Minnesota IRP docket. NSP-W 29!

therefore believes that to the extent Michigan stakeholders and Commission staff 2;!

wish to submit data requests relating to the IRP to the Company, these questions 31!

(or something very close to it) are likely to already be answered through the 32!

Minnesota process. NSP-W is prepared to share data request responses prepared 33!

8

by NSP-M in this proceeding as needed and subject to confidentiality procedures 2!

as necessary. 3!

Q. Is it possible that the IRP will be modified through the course of the MPUC 4!

process? 5!

A. Despite the robust stakeholder process leading up to the filing, it is possible the 6!

MPUC may modify the preferred plan that has been submitted. NSP-W notes, 7!

however, that there are no major activities planned in the five year1 action plan 8!

period for the IRP, so changes relating to the longer term would be subject to 9!

consideration again in a future Michigan IRP proceeding. NSP-W is not ;!

requesting approval or rate recovery for costs associated with any generating 21!

facilities as contemplated in Sections (11), (12) and (17) of MCL 460.6t. 22!

Q. Do you have an estimate of when the Minnesota process will be completed?23!

A. While the possibility the IRP may be modified through the MPUC process is 24!

foreseeable, the timing is not. Michigan law establishes a 300 day review period 25!

for the IRP, however, the MPUC IRP process does not contemplate a specific 26!

time period for review. Past IRP review processes in Minnesota have varied 27!

significantly in length, and based on recent history, NSP-W anticipates the MPUC 28!

process is likely to take materially longer than Michigan’s 300 day process 29!

contemplates.2 The uncertainty regarding the length of time for MPUC’s review 2;!

means that it is possible the Company’s multi-state IRP preferred plan could be 31!

modified after the Michigan Commission has concluded its review, and the 32!

1 While Michigan’s IRP process uses a 3 year “action plan” concept, the Minnesota IRP process uses a 5 year action plan. 2 For example, the previous two NSP-M IRP review processes in Minnesota took approximately 18 months and approximately 3 years to complete.

9

MPUC could subsequently approve an IRP that is different than what is being 2!

filed today. NSP-W notes the Michigan IRP statute provides for amendment of an 3!

approved IRP filing in MCL 460.6t(19), and that such amendment sets forth the 4!

Commission’s timeline for review under MCL 460.6t(9). 5!

Q. Based on the information above, what does NSP-W request the Commission 6!

do in this proceeding? 7!

A. In light of the above considerations, NSP-W requests that the Commission issue 8!

an order after its 300 day review approving the plan as filed and directing NSP-W 9!

to incorporate any additional changes, if any, made through the MPUC IRP ;!

process within 30 days of filing such changes with the MPUC. If the Commission 21!

approves NSP-W’s IRP filing, and no changes are made through the Minnesota 22!

IRP process, no further action would be needed. If changes are made through the 23!

Minnesota IRP process, NSP-W would then be subject to MCL 460.6t(19), which 24!

would trigger the process set forth under MCL 460.6t(9). 25!

Q. Does that conclude your direct testimony at this time? 26!

A. Yes. 27!

MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS PUBLIC SERVICE COMMISSION

ENTRY OF APPEARANCE IN AN ADMINISTRATIVE HEARING

This form is issued as provided for by 1939 PA 3, as amended, and by 1933 PA 254, as amended. The filing of this form, or an acceptable alternative, is necessary to ensure subsequent service of any hearing notices, Commission orders, and related hearing documents.

General Instructions:

Type or print legibly in ink. For assistance or clarification, please contact the Public Service Commission at (517) 2)'")$*0.

$)'%-' #+.'" The #ommission will provide ')'&.,+*(& service of documents .* $(( +$,.'&- in this proceeding"

THIS APPEARANCE TO BE ENTERED IN ASSOCIATION WITH THE ADMINISTRATIVE HEARING:

Case / Company Name: Docket No. __________________

Please enter my appearance in the above-entitled matter on behalf of:

1. (Name)

2. (Name)

3. (Name)

4. (Name)

5. (Name)

6. (Name)

7. (Name)

Name ________________________________________

Address _______________________________________

______________________________________________

City _________________________ State ____________

Zip _____________ Phone (____) __________________

Email _________________________________________

Date __________________________________________

Signature: ______________________________________

EAHR1 - $*#&*#&$%(

" I am not an attorney

" I am an attorney whose:

Michigan Bar # is P-____________

_____________Bar # is: _____________ ( state )

"#($ !&'%

Northern States Power Company U-20599

Northern States Power Company

Sherri A. Wellman

One Michigan Avenue, Ste. 900

Lansing MI

48933 517 483-4954

38989

wellmans@millercanfield.com

July 31, 2019

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