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       Annual Report
                            TENNESSEE REGULATORY AUTHORITY
                                     460 James Robertson Parkway
                                     Nashville, Tennessee 37243-0505

Sara Kyle, Chairman
Mary W. Freeman, Director
Eddie Roberson, Director
Kenneth C. Hill, Director

January 2010

The Honorable Phil Bredesen
Governor, State of Tennessee

The Honorable Ron Ramsey
Lieutenant Governor

The Honorable Kent Williams
Speaker of the House of Representatives

Members of the General Assembly

It is with great pleasure that we present to you the Annual Report of the Tennessee Regulatory Authority for Fiscal
Year 2008-2009. This report has been prepared in accordance with Tennessee Code Annotated § 65-1-111. The
Authority works fervently to ensure that fair market competition is fostered and that all stakeholders are
participating on an equal playing field in the private utility sector.

Respectfully submitted,
                                                  Table of Contents

Message from the Chairman ..............................................................................................................1

Authority Overview
         Introduction to Tennessee Regulatory Authority....................................................................3
         Authority Organizational Chart...............................................................................................8
         Utilities under the Authority’s Jurisdiction.............................................................................9

Office of the Chairman
         Budget Summary...................................................................................................................11
         Docket Room and Authority Activity ...................................................................................13

Communications and External Affairs Division..............................................................................14

Consumer Services Division............................................................................................................15

Economic Analysis and Policy Division..........................................................................................20

Gas Pipeline Safety Division ...........................................................................................................21

Information Technology Division....................................................................................................25

Legal Division..................................................................................................................................26

Utilities Division..............................................................................................................................29

                                  Message from the Chairman

                         I am pleased to present to you the 2008-2009 Annual Report of the Tennessee Regulatory
                         Authority. Our agency is responsible for promoting the public interest by balancing the
                         interests of utility consumers and providers while facilitating the transition to a more
                         competitive environment.

                         This year’s report details the Authority’s activities and highlights some of our
                         accomplishments from the fiscal year that ended on June 30, 2009.

                         In spite of shifts in the utility and telecommunications environments based on advancing
                         technologies and poor economic conditions, our highly skilled professional staff has served
                         well to accomplish its mission primarily through consumer assistance and regulatory
                         oversight of utility operations and market conditions.

The Authority is empowered to help ensure Tennessee citizens and service providers alike are provided with an
environment conducive to high quality customer service and competitiveness through several programs developed
by the Tennessee General Assembly.

The Authority has jurisdiction over privately-owned utilities including electric, telephone, water and wastewater,
natural gas and methane gas. In addition, the Authority has the important responsibility of safety inspection of
natural gas pipelines in the state.

Being able to communicate with the community at large is vital to the wellbeing of Tennesseans. The Authority’s
Do Not Call program protects Tennessee citizens from unwanted telephone solicitation and harassment. The
program has over four million registered Tennesseans and over three hundred registered telephone solicitors. The
Lifeline and Link-up telephone assistance programs help Tennesseans needing income assistance and acquire
telephone service. Lifeline reduces the telephone service billing rate for qualifying citizens, and Link-up provides
assistance with new phone service installation charges.

The Authority oversees several programs that assist hearing and visually impaired consumers. The TDAP program
provides free telephones to hearing impaired Tennesseans. CapTel and the Relay center programs assist in
communication between impaired and non-impaired individuals.

The Authority is committed to its stewardship of these programs and regularly engages in consumer outreach
activities to ensure that Tennesseans are aware of the programs administered by the TRA.

We look forward to continuing our mission of balancing the interests of Tennessee consumers with those of the
utilities the agency regulates. Please feel free to contact us any time we can be of service.

With Warmest Regards,

Sara Kyle

                                                Authority Overview

The directors are: Director Mary W. Freeman, Director Tre Hargett, Director Eddie Roberson and Director Sara Kyle.

        The Tennessee Regulatory Authority (the Authority), a governing body to regulate utilities in Tennessee was
        created in 1996. The Authority’s mission is to promote the public interest by balancing the interests of utility
        consumers and providers while facilitating the transition to a more competitive environment.

        The TRA’s leadership is established by the Governor and the two highest ranking members of the Tennessee
        General Assembly - the Lt. Governor and Speaker of the House. The Directors of the TRA include: Sara Kyle,
        who is the appointee of House Speaker Emeritus Jimmy Naifeh; Director Eddie Roberson, who is the appointee
        of Governor Phil Bredesen; Tre Hargett, who is the appointee of Lt. Governor Ron Ramsey; and Director Mary
        W. Freeman, who is the joint appointee of the Governor, Lt. Governor, and House Speaker.

        Dr. Kenneth C. Hill (not pictured) is the newest member of the Tennessee Regulatory Authority, having been
        appointed by Lieutenant Governor Ron Ramsey in July 2009. Director Hill replaces Tre Hargett who was
        appointed Secretary of State.

                              Sara Kyle                                                            Mary W. Freeman
                               Sara Kyle was born in 1952 near                                    Mary W. Freeman serves as
                               the Tri-Cities area of Upper East                                  director of the Tennessee
                               Tennessee just a few days before                                   Regulatory Authority. A joint
                               her uncle, the late Frank G.                                       appointment of Governor Phil
                               Clement, was elected to his first                                  Bredesen, Lieutenant Governor
                               of three terms as governor of                                      Ron Ramsey and Speaker of the
                               Tennessee. She attended Lincoln                                    House Jimmy Naifeh, Director
                               Elementary in Kingsport, and                                       Freeman began her three-year
                               after moving to Middle                                             term as director on July 1, 2008.
Tennessee, graduated from Dickson High School. The                     With her appointment, Freeman became the first African
daughter of Mr. and Mrs. Bruce Peery, she attended the                 American woman to serve as director of the TRA.
University of Tennessee in Knoxville before graduating from
Austin Peay State University and teaching elementary school            Director Freeman has over fifteen years of legislative and
in Clarksville. She attended graduate courses at Middle                policy experience in state government. Prior to her
Tennessee State University while teaching. She received her            appointment, she served as legislative director for Governor
law degree in 1987, the same year she married Senator Jim              Phil Bredesen where she assisted the Governor and the Senior
Kyle (D-Memphis). She practiced law in the same firm with              Policy Advisor for Legislative Affairs in developing the
her husband and was an assistant public defender until she             administration’s legislative agenda. Prior to joining the
was elected to the Memphis City Court bench in 1991. A                 administration, she served as executive assistant to State
member of a family with a proud tradition of public service in         Representative Lois DeBerry, Speaker Pro Tempore of the
elective office, she has studied the ways government relates to        Tennessee House of Representatives.
its citizens and worked to make that government and its
agencies and courts sensitive to the needs of its citizens.            A Memphis native, Director Freeman was born in 1966 and is
                                                                       the daughter of Grace Freeman and the late Wiley Freeman.
Director Kyle resigned from the bench in March 1994 to                 She graduated from Central High School and holds a
become a candidate for the Public Service Commission ---a              bachelor’s degree in Speech Communications from Tennessee
race in which she stressed a strong ethics and reform program          State University.
as a way to restore public confidence in the commission. She
was nominated on February 29, 1996 by House Speaker                    Director Freeman is a member of the National Association of
Jimmy Naifeh to become one of three members of the new                 Regulatory Utility Commissioners (NARUC) and serves on
Tennessee Regulatory Authority. She was reappointed by                 the Committee on Energy Resources and the Environment as
Speaker Naifeh in 2002 and again in 2008 to serve another              well as on the Consumer Affairs Committee. She also serves
six-year term. The Kyles have four children and attend                 on the board of directors of the Organization of PJM States,
Second Presbyterian Church in Memphis. Long active in                  Inc. (OPSI).
organizations promoting better government and public
awareness, she is involved in numerous community and civic             Director Freeman resides in Nashville and attends St. Luke
organizations. Additionally, she is a board member of the              CME Church where she serves in various capacities. Very
National Association of Regulatory Utility Commissioners               active in her community, she serves on the advisory board of
(NARUC), serving on the Communications Committee, and is               the Davidson County Community Corrections program; board
past president of the Southeastern Association of Regulatory           of directors of the St. Luke Geriatric Center, Inc.; St. Luke
Utility Commissioners.                                                 Housing Ministry; Creative Artists of Tennessee, and is a
                                                                       member of Alpha Kappa Alpha Sorority, Inc.

                                                          Directors (cont.)
                             Eddie Roberson                                                Dr. Kenneth C. Hill
                             Eddie Roberson was born                                       Dr. Kenneth C. Hill is the newest
                             in 1952 in Nashville.                                         member of the Tennessee Regulatory
                             Raised in the home of a                                       Authority, having been appointed by
                             minister, his family was
                                                                                           Lieutenant Governor Ron Ramsey in
                             transferred to Chattanooga
                                                                                           2009. Dr. Hill is married and lives with
                             in 1960. He attended
                             Chattanooga public                                            his wife, Janet, in Blountville, Tennessee.
                             schools graduating from                                       The couple has three children.
                             Chattanooga High School
in 1971. He graduated from University of Tennessee             Dr. Hill’s educational achievements include a Bachelor of Science
with a bachelors and master degrees. He received a             degree in Speech (Broadcasting) and History from East Tennessee
Ph.D. in Public Administration from The Institute of           State University; a Master of Science Degree in Speech
Government at Tennessee State University in 1998. He           (Broadcasting) from Indiana State University; a Bachelor of Arts
is also a Rule 31 Mediator. While in Chattanooga, he           degree in Biblical Studies from Baptist Christian College; a Master
was elected twice to the Chattanooga School Board and          of Religious Education from Manahath School of Theology; and a
served as President of the Chattanooga Sertoma Club in         Doctor of Religious Education from Andersonville Baptist
1988.                                                          Seminary.

Dr. Roberson was hired by the Public Service                   Dr. Hill has been active in communications and broadcasting all of
Commission (PSC), the predecessor to the Tennessee             his adult life, having been involved for over three decades in
Regulatory Authority, in 1975. He was appointed as             virtually every aspect of television and radio. For the past twenty-
Chief of Consumer Services Division of the PSC and             seven years, Dr. Hill has been affiliated with the Appalachian
transferred to Nashville in 1989. He also served as the        Educational Communication Corporation (AECC) Bristol,
agency's executive director from 1995 to 1996. He was
                                                               Tennessee and at the time of his appointment to the TRA was Chief
appointed by Governor Phil Bredesen in 2006 as
                                                               Executive Officer of AECC and served as General Manager of five
director to the TRA and reappointed in 2008. He served
as agency chairman in 2007-2008.                               radio stations reaching portions of East Tennessee and four
                                                               surrounding states.
Dr. Roberson is active in the National Association of
                                                               Dr. Hill has also provided consulting and contract services for over
Regulatory Utility Commissioners where he formerly
served as chair of the Subcommittee on Consumer                two decades in the areas of technical writing and editing, public
Affairs and currently serves on the committees of              relations, proposal writing and editing, independent R&D
Natural Gas, Consumer Affairs (of which he is Vice             documentation, corporate and business communication, media
Chairman) and Education and Research. He is also on            acquisition, media appraisal and media utilization.
the Advisory Council of the Center for Public Utilities
at the University of New Mexico.                               As an ordained Minister of The Evangelical Methodist Church, Dr.
                                                               Hill has pastored in various churches in Indiana and Tennessee over
Dr. Roberson currently lives in Hendersonville where           the past three decades. In his years of service to the Church, Dr. Hill
he is actively involved in the community and his church        has traveled as a mission task force member to Russia, Chile,
where he serves as an Elder. He is a member of the             Central Africa, and Honduras.
Hendersonville Rotary Club where he is a Paul Harris
Fellow and was elected as club president for 2007-             Dr. Hill is active in the community, serving as Secretary of the
2008. He is married to the former Kathy Coxey of               General Conference of the Evangelical Methodist Church, Chairman
Chattanooga and they have two daughters, Heather and           of the Publications Board of the Evangelical Methodist Church,
Brooke.                                                        Member of the Board of Directors of the Tri-Cities Mass Choir,
                                                               Member of the Board of the Sister Community Project (Sullivan
                                                               County, Tennessee and Siguatepeque, Honduras), and Member of
                                                               the Bristol Evening Lions Club. Dr. Hill is also a former member of
                                                               the Sullivan County Board of Zoning Appeals.

                                                         Directors (cont.)
                              Tre Hargett
                              Director Hargett was appointed by
                              Lieutenant Governor Ron Ramsey on
                              February 8, 2008 to fulfill the remainder
                              of a vacant term. He was appointed and
                              confirmed to a new six year term
                              effective July 1, 2008. Director Hargett
                              served as Chairman of the TRA from
                              July 2008 through January 2009 at
                              which point he was appointed Secretary
of State of Tennessee.

Director Hargett served ten years in the Tennessee House of
Representatives as the District 97 (Bartlett, Berclair, and Raleigh)
State Representative. He was elected twice as the Republican Leader
by his House Republican Colleagues. Hargett’s experience includes
service on several committees including Finance Ways and Means,
Health and Human Resources, Government Operations, State and
Local Government, Ethics, and the Tennessee Advisory Committee
on Intergovernmental Relations. He sponsored and co-sponsored
numerous legislative items included SJR1 (Sen. Norris prime
sponsor) which allowed for a statewide constitutional amendment
permitting local governments to initiate property tax relief for senior
citizens. The amendment was approved by Tennessee voters with
over 83% of the vote.

Director Hargett is a member of the National Association of
Regulatory Utility Commissioners and serves on the Environment
and Energy Resources Committee as well as the International
Relations Committee.

Director Hargett received his Honors B.B.A (Major in Accounting)
from Memphis State University in 1991 and his M.B.A.
(Concentration in Marketing) from the University of Memphis in

A native of Ripley, Tre Hargett was born in 1969 and is married to
the former Dawn Simbeck of Loretto, Tennessee. They have two sons
and reside in Hendersonville. He is still a member of Faith Baptist
Church in Bartlett and attends Bluegrass Baptist Church in
Hendersonville. Hargett is the son of Pat Vaughan of Wingo,
Kentucky and Gus Hargett, Jr. of Murfreesboro, Tennessee.

                                                           Our Mission

                   To promote the public interest by balancing the interests of utility consumers and
                     providers while facilitating the transition to a more competitive environment.

The Authority’s mission is fulfilled through two major                  transfer of authority to provide service, numbering appeals,
operational components: consumer assistance and regulatory              requests for numbering allocations, requests for rule
oversight of utility operations and market conditions.                  modifications, petitions for approval of interconnection
                                                                        agreements and utility-to-utility complaints. The Authority
                                                                        also monitors utility markets to evaluate current trends and
Consumer Assistance Component
                                                                        determine the need for future action. The Authority is also
   In alignment with its consumer assistance component, the             designated to ensure the safety of natural gas distribution
   Authority offers an efficient forum for the filing,                  and transmission pipeline facilities in the state.
   investigation and hearing of consumer complaints against
   regulated utilities. The Authority also engages in outreach          The Authority has jurisdiction over public utilities including:
   activities to educate consumers on its services and the                 o Electric companies
   regulated utilities. The Authority manages consumer-                    o Telephone companies
   friendly programs developed by the General Assembly such                o Water and wastewater companies
   as the Do Not Call Program, the Do Not Fax Program,
                                                                           o Natural gas companies
   Telecommunications Device Access Program (TDAP), and
                                                                           o Methane gas companies
   the Lifeline and Link-up telephone assistance program.
                                                                        The Authority is financially independent of Tennessee’s
Regulatory Oversight Component
                                                                        general fund. The Authority’s operational expenses are
   The Authority operates as Tennessee’s regulatory oversight           covered wholly by the industries it regulates, with a small
   engine for privately-owned utilities serving Tennessee               portion coming from the federal government.
   consumers. The Authority provides an accessible and
   efficient process that is fair and unbiased. Through this            Authority staff includes accountants, administrators,
   process, the Authority evaluates many items, including               attorneys, consumer specialists, economists, engineers,
   requests for rate modifications, applications for authority to       information technology and computer specialists, a public
   provide service, requests for approval of financing                  information officer, a consumer outreach manager and
   transactions, requests for approval of mergers, petitions for        administrative support.

                                   As of June 30, 2009, the TRA was budgeted for 74 Positions

            TRA Employees             Total Positions Abolished 08-09     Added 08-09       Total Positions      Filled    Vacancies
  Directors                                  4                                                     4               3          1
  Directors’ Staff                           8                                                     8               8          0
  Administrative Staff                       9                                                     9               9          0
  Consumer Services                         14              (2)                                   12              12          0
  Utilities                                 20              (3)                 (1)               16              15          1
  Gas Pipeline Safety                        7                                                     7               6          1
  Information Technology                     3              (1)                                    2               2          0
  Legal                                     10              (1)                                    9               8          1
  Economic Analysis and Policy               3                                                     3               3          0
  Communications and External Affairs        3              (1)                                    2               2          0
  Cable & Gas Damage Prevention              0                                  2                  2               1          1
  Total Positions                           81              (8)                 1                 74              69          5

         Tennessee Regulatory Authority Organizational Structure

     Sara Kyle            Mary W. Freeman                  Eddie Roberson        Kenneth C. Hill
     Chairman                 Director                        Director              Director

  Shirley Frierson        Monica Smith-Ashford                  Jean Stone       Tabatha Blackwell
 Sr. Policy Advisor        Sr. Policy Advisor               Sr. Policy Advisor   Sr. Policy Advisor

 Thomas Pearson              Shiri Anderson                   Vicky Nelson        Jimmie Hughes
Ex. Adm. Assistant         Ex. Adm. Assistant              Ex. Adm. Assistant    Ex. Adm. Assistant

     Ron Ashe                          Vivian Michael-Wilhoite
Administrative Services         Communications & External Affairs Division

    Sharla Dillon                           Carsie Mundy
  Dockets & Records                    Consumer Services Division

   Laura Foreman                             Jerry Kettles
    Fiscal Services                Economic Analysis & Policy Division

  Melanie Cooley                              Larry Borum
  Human Resources                      Gas Pipeline Safety Division

                                             Richard Collier
                                              Legal Division

                                              Tracy Stinson
                                     Information Technology Division

                                            Darlene Standley
                                            Utilities Division

             Utilities Under the Authority’s Jurisdiction

The following are the approximate number of utilities under the jurisdiction of the Tennessee Regulatory
Authority as of June 30, 2009.

Energy and Water
      Electric                                                                                            3
      Natural Gas Companies**                                                                             5
      Water & Waste Water                                                                                16
      Methane Gas Provider                                                                                1
      Intrastate Pipeline                                                                                 1

       Competing Telephone Service Providers                                                           117
       Customer Owned-Coin Operated Telephone Providers                                                137
       Incumbent Telephone Companies                                                                    18
       Resellers and Operators Service Providers                                                       221
       Long Distance Facility Providers                                                                  6

Gas Pipeline Safety
       Direct Sales*                                                                                     22
       Intrastate Pipeline*                                                                               8
       Liquefied Natural Gas (LNG) Operators*                                                             2
       Master Meters*                                                                                    34
       Municipalities*                                                                                   72
       Utility Districts*                                                                                25

Total Public Utilities                                                                                 688

       *These entities are regulated by the Authority only to ensure compliance with Minimum Federal Safety
        Standards for the transmission of natural gas.

       **The Authority also has jurisdiction over these companies’ gas pipeline safety.

                         The Office of the Chairman

The office of the chairman serves as the TRA’s chief administrative officer with the power and
duty to conduct the ordinary and necessary business in the name of the Tennessee Regulatory

   The duties of the chairman’s office include, but are not limited to, the following:

            o    Serve as the chief operating officer of the Authority responsible for the
                 supervision and hiring of all joint staff members and ensuring that all divisions
                 operate efficiently;

            o    Recommend to the Authority such rules and policies as necessary and
                 appropriate to efficiently and economically provide internal management of the

            o    Coordinate the preparation of the annual report to the General Assembly as
                 required by Tennessee Code Annotated Section 65-1-111;

            o    Keep the official record of all proceedings and transactions of the Authority;

            o    Schedule, prepare and call the docket for the Authority’s hearings;

            o    Prepare and distribute the Authority’s conference agendas;

            o    Coordinate and expedite matters pending before the Authority;

            o    Serve as the Authority’s designated contact for all media inquiries;

            o    Oversee the expenditure of funds and compliance with all applicable provisions
                 of state and federal law in receipt and disbursement of funds;

            o    Prepare the annual budget.

                                                     Budget Summary

Appropriations, Fees and Expenses                                        by the TRA. Total inspection fee revenue received during
                                                                         FY 08-09 was $5,304,834. In addition to the inspection fee
  The TRA began fiscal year 2008-2009 (FY 08-09) with a                  revenue, during FY 08-09, the TRA received $93,427 in
  budget of $9,323,800 which was an increase of 1.2% over the            federal revenue for the gas pipeline safety program, $267,950
  FY 07-08 budget of $9,207,400. The majority of the increase            in registration fees from telemarketers for the “Do Not Call”
  was due to the implementation of the Competitive Cable and             program, $651,225 in fines and penalties, $750,000 in
  Video Services Act which delegated the administration of the           contributions to the Telecommunications Devices Assistance
  program to the TRA. However, due to cost efficiencies                  Program, $34,250 in application and amendment fees from
  implemented by the TRA, the actual operational costs of the            certain cable companies, $20,913 in current services, and
  TRA for FY08-09 were $7,698,864, a savings of $1,624,936               $7,315 in filing fees. All of the revenues are earmarked for
  (17.4%) from the original FY 07-08 budget. In addition to              the Public Utilities Account and are to be used to defray the
  efficiencies realized, these savings were the result of the TRA        cost of regulation by the TRA. Should revenues in a fiscal
  abolishing eight (8) of its vacant positions and consolidating         year not be sufficient to cover the costs of the TRA for that
  two (2) floors of offices into one (1) floor thereby decreasing        fiscal year, the deficit is funded by the Public Utilities
  rent and insurance expense by an estimated twenty-five                 Reserve Account.
  percent (25%) annually.
                                                                         The TRA also funds the majority of the administrative costs
  Total revenues collected by the TRA during FY 08-09 were               of the Office of State Assessed Properties. For FY 08-09, the
  $7,129,914, the majority of which was derived from utility             TRA’s share of the cost of the Office of State Assessed
  inspection fees that are paid by the public utilities regulated        Properties is $482,870.

                                                        TRA Budget Summary

                                   Budget Summary (cont.)

FY 08-09 Revenues
Inspection Fees                              $5,304,834     74.4%
Telecommunications Devices Access Program     $750,000      10.5%
Regulatory Fines and Penalties                $651,225      9.1%
Do Not Call Telemarketer Registration Fees    $267,950      3.8%
Federal Revenue                                $93,427      1.3%
Cable Filing Fees                              $34,250      0.5%
Current Services and Filing Fees               $28,228      0.4%
TOTAL REVENUES FOR FY 08-09                  $7,129,914    100.0%

                                                TRA FY 08-09 Revenues

                                        Docket Room and Authority Activity

TRA directors conduct the business of the Authority through                       room on its Web site which contains all documents filed since
regularly scheduled Authority conferences. The official minutes                   January 1, 1999.
of the conferences are kept in the Docket Room and are available
for public inspection during regular business hours. The minutes                  The following information is available in the Docket Room:
show every action taken by the Authority and are prepared in a                       • Docket numbers
manner permitting immediate reference to the actions of the                          • Name of applicants/petitioners
Authority. The Docket Room also maintains all filings made with                      • Subject matter of applications/petitions
the Authority and updates the official calendar of the agency. In                    • Dates of final orders
addition to paper files, the Authority maintains an electronic file                  • Summaries of Authority action

Type of Docket                           Fiscal 2005              Fiscal 2006            Fiscal 2007             Fiscal 2008           Fiscal 2009
                                     (7/1/04 - 6/30/05)        (7/1/05 - 6/30/06)     (7/1/06 - 6/30/07)      (7/1/07 - 6/30/08)   (7/1/08 - 6/30/09)
                                             495                       379                    338                    256                  219
Arbitrations                                  1                         2                      1                       0                   0
Agreements and/or
Amendments                                   214                       156                    127                     70                   70
E&W PGAs, Audits,
Tariffs, CCN Amendments                       20                        43                    34                      23                   21
Customer Service Div.
Staff Investigations                          3                         2                      5                       2                   2
CCNs                                          47                       161                    16^                     19                  17^^
COCOTS                                      47++                       221                    26^                    292                  8^^
Name Changes                                  19                        9                     14                      14                   13
Resellers                                   41++                       281                    17^                    142                  13^^
N11 / Pooling                                 16                        19                    19                      14                   9
Rulemaking                                    6                         1                      1                       0                   3
Telecom Tariffs/promotions
Dockets                                       11                        0                      7                      13                   2
Trsfr Ctrl, assets, bankruptcy,
customer letter. . .                          47                        58                    49                      35                   26
Misc. (not otherwise listed above)            23                        23                    22                      23                   35

                                             495                       379                    338                    256                  219
                                          431 New                   344 New                308 New                222 New               206 New
                                        64 Reopened               35 Reopened            30 Reopened            34 Reopened            13 Reopened

++ 35 COCOT dockets and 29 Reseller dockets were reopened fiscal year 2005 for cancellation or revocation of authority.
4 CCN dockets, 17 COCOT dockets and 14 Reseller dockets were reopened fiscal year 2006 for cancellation of authority.

^ One CCN docket, 21 COCOT dockets and 8 Reseller dockets were reopened fiscal year 2007 for cancellation of authority.
2   23 COCOT dockets and 11 Reseller dockets were reopened fiscal year 2008 for cancellation or revocation of authority.
^^ 7 COCOT dockets, 2 CCN dockets and 4 Reseller dockets were reopened fiscal year 2009 for cancellation or revocation of authority.

               Communications, External Affairs and Outreach Division

Mission                                                                   division’s outreach program uses meetings and conferences
                                                                          to share information about the Authority’s various programs
The Communications and External                                           as well as press releases, press conferences, workshops, and
Affairs Division’s mission is to                                          community events.
effectively communicate the TRA’s
mission with internal and external                                      Outreach Efforts/Consumer Education
audiences. This division
accomplishes its mission through                                          Today, consumer utility education is especially relevant due
internal communications – primarily                                       to the many utility regulatory changes that have occurred.
quarterly newsletter and new
employee orientation – and external      Vivian Michael-Wilhoite          The TRA’s Consumer Education Outreach places an
communications: the TRA website,                                          emphasis on reaching consumers that are the target of unfair
news releases, and interviews with news media outlets, reports,           utility practices or that are in need of telephone assistance.
advertising, public service announcements and face-to-face                The Outreach division continues to make strides in
encounters with the public, legislators and representatives of            communicating with the non-English speaking population.
other state government departments.
                                                                          In 2008/2009, the Consumer Education Outreach division
Function and Responsibilities                                             was an exhibitor at twenty-six conferences reaching
                                                                          thousands of representatives from various organizations.
    The goal of the Communications, External Affairs and                  The organization’s participants represented senior citizens,
    Outreach division is to aid in implementing the Authority             low income customers, non-English speakers, people with
    mission through balancing consumer needs with those of the            disabilities, and entities working on behalf of the
    utilities the agency regulates.                                       underserved. In addition, we participated in eighty two
                                                                          outreach events that represented organizations with an
    The division uses many avenues to assist the TRA Directors            eligible population of well over 800,000 households
    in communicating the work of the agency to the public. The            statewide.

                                            Consumer Services Division

Mission                                                                      The CSD staff consists of a chief, deputy chief, program
                                                                             administrators, administrative service assistants, and
To ensure consumers receive an                                               consumer protection specialists.
adequate level of service from
regulated companies and to educate
consumers regarding changes and
                                                                          2009 Major Activities
new programs in the regulated utility                                        o   Investigated 795 Regulated consumer complaints and 339
sector. This mission is accomplished                                             Non-regulated consumer complaints filed against
through consumer outreach,                                                       regulated utility companies.
monitoring services utilities provide
using quality of service reports and    Carsie Mundy, Chief
                                                                             o   Assisted in securing $245,862.76 in refunds for
tests, initiating investigations, and
                                                                                 consumers as a result of investigations.
mediating consumer-utility disputes resulting from consumer
                                                                             o   Initiated enforcement action against various companies
Duties                                                                           resulting in * dollars in fines being assessed. 1

    The Consumer Services Division (“CSD”) is responsible for                o   Enacted July 1, 2008 and in accordance with Tenn. Code
    monitoring the quality of services provided by regulated                     Ann. §7-59-301, et seq., also known as the Competitive
    utilities and enforcing the rules and regulations of the                     Cable and Video Services Act, the Tennessee Regulatory
    Authority. One aspect of this responsibility is to investigate               Authority issued six (6) state video franchises. CSD has
    and mediate consumer complaints filed against regulated                      received 80 consumer complaints.
    utilities pursuant to T.C.A. §§ 65-4-119, 65-4-401 et seq.,
    and 65-4-501 et seq. The CSD also performs other functions
                                                                             o   Distributed 1516 TDAP devices costing $545,301, to
    such as: providing consumer education/outreach including
    developing and implementing programs to educate the public                   1382 Tennessee residents qualifying for assistive
    on various utility issues; administering the Do Not Call                     communication devices.
    telemarketing initiative through the registration of
    telemarketing companies and maintaining the Do Not Call                  o   Investigated 15 complaints against telephone companies
    Register; administering the Do Not Fax Program which is                      for the unauthorized switching a consumer’s phone
    designed to prevent unsolicited faxes; and                                   service. A total of $1,777.90 was refunded to consumers
    qualifying/certifying the Lifeline and Link-up Telephone                     from companies found not to have proper authorization to
    Assistance Program candidates based on income.                               switch the customer’s service.

    The CSD administers the Telecommunication Devices                        o   Administered the Link-up Telephone Assistance Program.
    Access Program (“TDAP”), which is designed to improve                        This program assists low-income citizens by reducing the
    access to the telephone network by distributing equipment to                 installation charge to establish or transfer local telephone
    assist individuals with disabilities. Additionally, the CSD                  service. Eligible Telecommunications Carriers claimed
    monitors the operation of the Tennessee Relay Center for                     $944,065; thereby passing the savings to 40,626 recipients
    individuals with a hearing loss or speech disability.                        that utilized the Link-up Tennessee program.

    The CSD conducts service hearings, community outreach
                                                                             o   Administered the Lifeline Telephone Assistance Program.
    meetings and utility service audits; provides testimony at
                                                                                 This program assists low-income citizens by reducing, up
    utility proceedings and provides recommendations in
                                                                                 to a maximum of $13.50, their monthly telephone bill.
    enforcement actions involving utilities not in compliance
                                                                                 Eligible Telecommunications Carriers claimed
    with state law or the rules and regulations of the Authority.

Pending Show Cause legal proceedings

                                       Consumer Services Division (cont.)

        approximately $5,393,003; thereby passing the savings on                      2005, currently there are approximately 648 Tennesseans
        to 177, 442 recipients utilizing the Lifeline Tennessee                       using the CapTel Service.
                                                                                  o   Administered the Tennessee “Do Not Call” Program. At
    o   Reviewed the operations of the Tennessee Relay Center                         the end of fiscal year 2009 there were 3,971,911
        TRC to ensure that it is complying with the Authority's                       Tennesseans registered. There were 387 active
        rules and regulations. The TRC is a service designed to                       telemarketers registered with the TRA at the end of fiscal
        assist individuals with hearing loss and speech disabilities                  year 2009. The TRA investigated 600 Do Not call
        to make and receive telephone calls. The TRC processed                        telemarketing complaints by consumers against
        approximately 173,011 calls during the fiscal year 2009.                      telemarketing companies during the fiscal year 2009. The
                                                                                      most recent settlement payment received by the TRA as a
    o   Reviewed the operations of the Tennessee CapTel Service                       result of DNC investigations was $80,000.
        to ensure that it is complying with the Authority's rules
        and regulations. The CapTel Service is designed to assist                 o   Administered the Tennessee “Do Not Fax” Program. The
        individuals who are late deafened or hard of hearing to                       TRA has investigated 492 fax complaints from consumers
        make and receive telephone calls with a captioning feature                    involving unsolicited facsimiles during the fiscal year
        offered by this service. The CapTel Service processed                         2009. The CSD has initiated two show cause proceedings
        approximately 194,788 calls during the fiscal year 2009.                      involving alleged violations having the potential of
        The CapTel Service began in Tennessee in November of                          $352,000 in civil penalties.

                               Categories of Complaints Investigated by Utilities During 2009

                             Total Regulated Complaints Investigated

                                                                               Consumer Complaint Refunds

Based on USAC FCC Fourth Quarter L108 filings. *The average number of subscribers reported include true ups through June of the existing year.

Consumer Services Division (cont.)

      Complaints by Utility Sector

                           Slamming Complaint Investigations

Consumer Registration History
      Do Not Call List

       Consumer Services Division (cont.)

  Do Not Fax Complaint Investigations

                                    TDAP Device Costs

Tennessee LifeLine Telephone Assistance Subscribers

Do Not Call Complaint Flow Chart

                        Economic Analysis and Policy Division (EAPD)

Mission                                                                  certificated utilities. In many instances, mergers and
                                                                         transfers of control involve the transfer of customers to new
The Economic Analysis & Policy                                           service providers. To ensure the consumers receive adequate
Division (“EAPD”) provides                                               information, EAPD Staff review notification letters to be sent
research, analysis and advice to the
                                                                         to customers for compliance with the TRA’s consumer
Directors and staff of the TRA
                                                                         protection rules. During the past year, the Division has
regarding matters of economics and
                                                                         reviewed 26 requests for financing, merger or transfer of
public policy.
                                                                         control. Given current economic condition and trends within
   The EAPD is comprised of                                              the telecommunications industry, the current volume of
   talented professionals with           Jerry Kettles, Chief            mergers and transfers is expected to continue.
   diverse backgrounds including
   academia, consumer protection and industry experience. The            Changes in regulation, technology and industry consolidation
   primary role of the division is to investigate and formulate          have significantly altered the competitive landscape of the
   recommendations on economic and policy matters pending                wireline telecommunications industry, creating new
   before the Authority. The Division identifies and analyzes            challenges for policymakers concerned about ensuring a
   market trends that may impact regulation or consumers in              healthy competitive environment. The General Assembly
   telecommunications and natural gas markets. EAPD Staff                created the Broadband Task Force, whose goal is to examine
   continues to provide resources to support several task forces         the statewide deployment of broadband. The EAPD
   including the Tennessee Broadband Task Force and the Low-             continues to provide support to the Broadband Task Force as
   Income Energy Efficiency Task Force. The EAPD also                    it continues its work with Connected Tennessee. Division
   monitors and evaluates the impact of TRA decisions on                 Staff also provide support to the Low Income Energy
   market outcomes in the various regulated industries. The              Conservation Task Force.
   Division has responsibility for analysis of mergers,
   acquisitions and the issuance of financial instruments by
                                                                         In 2009, EAPD Staff worked with the Tennessee Recovery
   public utilities. Finally, the EAPD is responsible for
                                                                         Act Management (“TRAM”) Broadband group in preparation
   evaluating the random assignment of dockets to voting panels
   of Directors.                                                         of the grant applications submitted by the State of Tennessee
                                                                         for stimulus funds. EAPD Staff are also participating in a
   The EAPD provides information concerning the financial                joint project of the National Association of Regulatory Utility
   activities of regulated firms. In the past fiscal year, EAPD          Commissioners (“NARUC”) and the Department of Energy
   Staff continued its role of providing expert advice concerning        to study deployment of solar energy infrastructure.
   cost-of-capital issues in rate case proceedings. The EAPD
   reviews requests to engage in financing transactions by               The division participates actively in professional meetings,
   public utilities. The Division also evaluates requests for            such as those sponsored by NARUC. Division Staff also
   corporate mergers and transfers of control of Tennessee               attended training on Stimulus fund grant administration.

                                             Gas Pipeline Safety Division

Mission                                                                       Regulations. Part 192 is referred to as the Transportation of
                                                                              Natural and Other Gas by Pipeline: Minimum Federal Safety
The mission of TRA’s Gas Pipeline                                             Standards (“MFSS”)
Safety Division (“GPSD”) is to
contribute to the safety and                                                  During fiscal year 2008-2009, the GPSD functioned at a fully
reliability of natural gas distribution                                       staffed level. The two pipeline safety engineers hired to fill
and transmission pipeline facilities to                                       vacancies on the inspection staff in September 2007 have
minimize the risk to public health                                            completed sufficient training at the Training and
and safety associated with the                                                Qualification facility in Oklahoma City, Oklahoma to begin
accidental release of natural gas.                                            conducting inspections on their own. During the first months
                                          Larry Borum, Chief                  of fiscal year 2008-2009 inspections of operator public
Compliance Program                                                            awareness plans were completed and inspection of public
                                                                              awareness effectiveness surveys will begin in 2010.
    Chapter 601, Title 49 of the United States Code provides the
    statutory basis for the pipeline safety program. Chapter 601
                                                                              The Pipeline Inspection, Protection, Enforcement and Safety
    establishes a framework for promoting pipeline safety through
                                                                              Act of 2006 (“PIPES Act of 2006”) enacted by the United
    exclusive Federal authority for regulation of interstate pipeline
                                                                              States Senate and House of Representatives in December
    facilities and Federal delegation to the States for all or part of
                                                                              2006 prompted the GPSD to initiate activities focusing on
    the responsibility for intrastate pipeline facilities under annual
                                                                              improvement to the Tennessee Damage Prevention Program.
    certification or agreement. Chapter 601 authorizes Federal
                                                                              The GPSD acted in areas to support improvement of the
    grants-in-aid of up to 50 percent of a State agency’s
                                                                              damage prevention program as follows:
    personnel, equipment, and activity costs for its pipeline safety
    program. The resulting Federal/State partnership is the                       o   Successfully applied for 2008 and 2009 State
    cornerstone for ensuring uniform implementation of the                            Damage Prevention Grants.
    pipeline safety program nationwide.
                                                                                  o   Drafted amendments to the Tennessee Underground
    The Pipeline and Hazardous Materials Safety Administration                        Utility Damage Prevention Act in an effort to
    (“PHMSA”) is responsible for protecting the people and the                        strengthen enforcement of the law.
    environment in the United States through a comprehensive
    pipeline safety program. Under delegation from the Secretary                  o   The new legislation was introduced to the Tennessee
    of the Department of Transportation (“DOT”), PHMSA                                House and Senate as House Bill 0852 (HB0852) and
    directly administers the program and develops issues, and                         Senate Bill 0818 (SB0818) on February 12, 2009.
    enforces minimum safety regulations
    for interstate and intrastate pipelines.                                                       The MFSS are the backbone of the
                                                                                                   GPSD inspection program. During the
    The State of Tennessee annually                                                                calendar year, each operator undergoes at
    enters into a certification agreement                                                          least one GPSD inspection. However,
    with the Secretary of the Department                                                           many operators are inspected multiple
    of Transportation and accepts the                                                              times in one calendar year. The
    responsibility for regulation of                                                               inspections have been developed to
    intrastate natural gas pipeline                                                                evaluate natural gas distribution systems
    facilities. The Tennessee Regulatory                                                           relative to maintenance and operation in
    Authority is the state agency                                                                  accordance with the MFSS. The
    authorized to regulate intrastate                                                              inspections are conducted by the GPSD
    pipeline facilities and does so through                                                        staff which includes a chief and five gas
    its GPSD. Calendar year 2010 will                                                              safety engineers. The inspectors
    mark the fourteenth year the GPSD                                                              complete nine (9) training courses at the
    has submitted a section 60105 agreement and been approved                 Training and Qualification center in Oklahoma City, OK. An
    by the United States Department of Transportation to carry                administrative assistant prepares inspection reports for
    out an enforcement program based on regulations contained in              transmittal and maintains many records associated with the
    Parts 191, 192, 193 and 199 of the Code of Federal                        pipeline safety program.

                                     Gas Pipeline Safety Division (cont.)

  When the inspection process identifies an area of                           that required testing is being conducted. The table indicates
  nonconformance with the MFSS, violations can be cited and                   the inspection activity between July 2008 and June 2009.
  fines assessed if the operator does not take appropriate steps
  to attain compliance. Nonconformance issues or identified                Natural Gas Incidents
  areas of pipeline safety concern may result in multiple visits
  to the same operator within the calendar year. The                          The Minimum Federal Safety Standards §191.3 defines an
  inspections normally include a records review and an                        incident as any of the following: 1) An event that involves a
  evaluation of selected natural gas facilities in the field.                 release of gas from a pipeline or liquefied natural gas or gas
  Inspections are also conducted on construction of pipelines                 from an LNG facility and i) A death, or personal injury
  and appurtenances.                                                          necessitating in-patient hospitalization; or ii) Estimated
                                                                              property damage, including cost of gas lost, of the operator or
  The state pipeline safety program is inspected by PHMSA
  personnel on an annual basis. The 2008 Tennessee program
  was evaluated in August 2009 and received a composite score
  of 99%. The results of the annual evaluation contribute to the
  determination of the level of federal funding.

Natural Gas Operator Inspections
  There are 166 local distribution companies (LDC), master
  meters, liquefied natural gas facilities and intrastate
  transmission mains that fall under GPSD jurisdiction. They
  include: 5 private, 72 municipals, 29 utility districts, 30

                 Inspection Activity 07/08
    Inspection Type                              Number
    Standard                                        171                       others, or both, of $50,000 or more, 2) An event that results
    Public Awareness                                  1                       in an emergency shutdown of an LNG facility, 3) An event
    Specialized                                     124                       that is significant, in the judgment of the operator, even
                                                                              though it did not meet the criteria of parts 1 or 2. Two
    Follow-Up                                       103
                                                                              reportable incidents occurred in the past fiscal year. The
    Construction                                     20                       ultimate goal of the GPSD is to enforce pipeline safety
    Incident                                          2                       regulations to the extent that there are no accidents or
    Training                                          8                       reportable incidents throughout the State of Tennessee.
    Liquefied Natural Gas                             7
    Total Inspection Days                           436                    Violations and Civil
  master meters, 2 liquefied natural gas, and 28 intrastate                   The violations cited
  pipelines. The Division also provides courtesy inspections to               by the GPSD against
  8 direct sales facilities. Several LDC operate facilities in                an operator are
  many different areas of the state and each facility is treated as           recorded and filed on
  a separate “inspection unit.” Each unit is inspected at least               an ongoing basis.
  once per year, but many receive as many as two to three                     Each operator
  different inspections to help ensure that the operator is                   receives verbal and
  complying with the MFSS. Operators are required to                          written notices of the
  maintain records, compile reports, update operations and                    violation(s) and is
  maintenance plans, and promptly repair all hazardous leaks.                 given sixty days from
  Drug and alcohol programs are reviewed annually to ensure                   receipt of the written

                                      Gas Pipeline Safety Division (cont.)

   notice to correct any deficiencies that resulted in the citation.           Intergovernmental Relations (“TACIR”) during their study of
   A follow-up inspection is scheduled after the sixty-day time                the legislation. The TRA GPSD has partnered with the
   period to ensure that the operator is taking action to correct              Tennessee One-Call, Inc. in order to ensure the participation
   these violations. Failure to take corrective action on cited                of all stakeholders in the development process.
   violations could subject the operator to civil penalties in
   accordance with Tennessee Code Annotated §65-28-108.                        The 2009 grant funds will be used to employ a person on a
   There were 111 violations cited and 44 violations corrected                 temporary basis to act as a liaison to stakeholders. The liaison
   during this fiscal year. (Violations corrected include those                will meet with utility operators and groups representing
   cited from previous years.)                                                 stakeholders in an effort to explain the legislation and receive
                                                                               comments and concerns from the stakeholders.
Activities and Accomplishments
                                                                            Federal Safety Initiatives
Bare Steel and Cast Iron Replacement Programs
                                                                               The ongoing effort and goal of natural gas pipeline safety is
   The GPSD continues to monitor efforts of natural gas system                 to provide a safe and efficient supply of natural gas from the
   operators in Tennessee to eliminate all poorly coated steel,                supplier to the consumer. Technologies have evolved within
   bare steel and/or cast iron pipe used in their distribution                 the pipeline industry providing a safer form of transportation
   systems. The Atmos Energy replacement program for                           of this product as well as a more efficient system of
   eliminating bare steel and cast iron pipe in their gas                      supplying the product to the consumer. Regulatory programs
   distribution systems continues. The GPSD staff will meet                    have also evolved with the pipeline industry to help minimize
   with Atmos representatives in November for the purpose of                   risk to persons and property in the transportation and
   receiving an update on the status of the replacement program.               distribution of natural gas.
   Memphis Light Gas and Water also continues to replace cast
   iron pipe in their system.                                                  Natural gas system operators continue to implement their
                                                                               programs of establishing communications and providing
   The GPSD goal is to eliminate all bare/unprotected steel and                information necessary to help the public understand that
   cast iron material removed in the shortest time frame with the              pipelines are the major transportation system for petroleum
   least cost to customers.                                                    products and natural gas in the United States, how pipelines
                                                                               function, and the public’s responsibilities to help prevent
State Damage Prevention Program Improvement                                    damage to pipelines. These programs were mandated as a
                                                                               result of the Public Awareness rule.
   On March 12, 2009, the GPSD was awarded a federal State
   Damage Prevention Grant as established under the 2006
                                                                               A new program focusing on minimizing threats to the
   PIPES Act totaling $72,400. Funds from this grant are being
                                                                               integrity of natural gas pipelines is presently in the Federal
   used to improve Tennessee’s damage prevention program.
                                                                                                rulemaking process. This new program is
   The PIPES Act set forth
                                                                                                called the Distribution Integrity Management
   nine elements indicative of
                                                                                                Program (“DIMP”). Section 9 of the PIPES
   an effective damage
                                                                                                Act of 2006 addresses distribution integrity
   prevention program. The
                                                                                                management and states that the minimum
   TRA is moving ahead with
                                                                                                standards shall include a requirement for an
   a damage prevention
                                                                                                operator of a natural gas distribution system
   initiative for the purpose of
                                                                                                to install an excess flow valve on each single
   improving the state
                                                                                                family residence service line replaced or
   damage prevention
                                                                                                installed after June 1, 2008. An excess flow
   program to ensure that it is
                                                                                                valve automatically stops the flow of gas if
   based on the nine
                                                                                                the pipeline is severed by excavation or other
                                                                                                outside forces. The purpose of this program is
                                                                               to insure that each operator of a natural gas distribution
   During the past fiscal year damage prevention program
                                                                               system develops a systematic approach to minimizing threats
   improvement legislation has been introduced and the TRA
                                                                               to pipeline integrity. Although many operators are currently
   has assisted the Tennessee Advisory Committee on

                                    Gas Pipeline Safety Division (cont.)

   addressing these concerns, this will be a formalized program             operator training. During the past fiscal year, the GPSD has
   that can be monitored for effectiveness. The Distribution                provided seminars based on the regulations themselves. The
   Integrity Management Program rule is anticipated to be                   goal here is to present the regulations as they are intended
   finalized in October or November 2009.                                   and interpreted by the federal PHMSA; the agency that
                                                                            introduces pipeline safety regulations and enforces them on
   These are only two of many programs which help to provide                interstate pipeline operators. This training should be a
   for the safe and efficient transportation and distribution of            benefit to natural gas operators as they strive to remain in
   natural gas. Minimizing risk to persons and property is                  compliance with regulations. To date, feedback from
   paramount in these efforts.                                              participants has been positive and inspection of the
                                                                            representative operators has indicated increased knowledge
Operator Training                                                           of the regulations.

   In 1999, new requirements appeared in the Federal Register               Overall, the goal is an increased level of safety for employees
   requiring operators of natural gas pipelines to establish and            of these utilities and the general public who live and work in
   implement programs of training and evaluation to qualify                 their service areas.
   their employees. Those regulations are adopted by the state
   of Tennessee and are enforced by the GPSD for operators of            Underground Utility Damage Prevention and
   intrastate gas pipelines. In answer to those requirements, the        Three digit 8-1-1 number
   GPSD established a training position to aide operators in
   implementing these programs. Over the last several years,                The Pipeline Safety Improvement Act of 2002 provided a
   training efforts have been aimed at proper implementation of             tool to enhance the effectiveness of the Dig Safely® program
   the programs and providing knowledge associated with day                 by requiring the implementation of a nationwide three-digit
   to day maintenance tasks. Today, operator programs are fully             number for use in dialing one call centers. Tennessee was the
   implemented and for the most part compliant with the                     first state to move forward
   qualification requirements. Training in this area continues              with the assignment of this
   primarily on an as needed basis.                                         number designated by the
                                                                            FCC as 8-1-1. The three-
   Over time, federal pipeline safety regulations are amended or            digit number “811” was
   expanded. This typically follows an incident or series of                granted to Tennessee One
   incidents that is recognized as a common threat throughout               Call System, Inc. on August
   the country. Due to this ever changing composition of                    8, 2005 by the TRA.
   regulations, the GPSD has taken a different approach to

                                       Information Technology Division

Mission                                                                  TRA Website

The mission of the Information                                             The TRA Website,, provides cost effective,
Technology Division (“IT”) is to                                           reliable, and timely access to programs administered by the
provide, support, and protect                                              Authority. During FY 2008 – 2009, the TRA website
hardware and software computer                                             received 86,549 hits.
systems used by the staff of the
Tennessee Regulatory Authority.                                            Authority information that can be obtained from the website:

The Division strives to meet the                                           o   Appeals and Petitions to the Federal Communications
professional needs of its own staff     Tracy Stinson, Chief                   Commission and Federal Trade Commission
members through training, team                                             o   Assistance program information and forms
building, challenging work, recognition and personal and
professional growth.                                                             •   Captel
                                                                                 •   Lifeline and Link-up
    The division consists of an I.T. Chief and an Information                    •   Relay Center
    Systems Resource Specialist II.                                              •   TDAP
                                                                           o   Authority conference agendas
Duties of the Information Technology Division:
                                                                           o   Authority notices
    o   Develop the Information Systems three year plan                    o   Authority orders
    o   Develop and maintain the Authority LAN                             o   Authority press releases
    o   Procure and maintain Authority desktop computer                    o   Authority rules and regulations
                                                                           o   Descriptions of the Authority divisions
    o   Develop new software systems
                                                                           o   Do Not Call information
    o   Monitor software license needs
                                                                                 • Do Not Call citizen online registration
    o   Enforce state network acceptable usage policy
                                                                           o   Do Not Fax information
    o   Provide information resource training to Authority staff
                                                                           o   Electronic Dockets
        and I.T. staff
                                                                           o   Filings made to the Authority
    o   Develop and administer Authority databases
                                                                           o   Information related to natural gas pipeline safety
    o   Oversee computer hardware inventory management
                                                                           o   Regulatory information
    o   Provide technical support and training to Authority staff
                                                                           o   Special Reports
    o   Provide technical advice to Authority leadership

                                                      Legal Division

Mission                                                                Exemptions for Price Regulated and Competitive Carriers
                                                                       and establishing procedures for the Automatic Dialing –
To provide the Authority with sound                                    Announcing Device “ADAD” Registration Requirements
and timely legal advice, effective                                     to “Do Not Call” Rules. During the 2008 – 2009 fiscal
counsel in the deliberative process,                                   year, pursuant to the Competitive Cable and Video Services
and zealous representation before                                      Act (the “CCVSA”) the TRA received and notified the
state and federal agencies,                                            public of the application of BellSouth Telecommunications,
reviewing courts and the General                                       Inc. d/b/a ATT of Tennessee; Charter Communications;
Assembly.                                                              Knology Inc.; Cable One; Highland Telephone
                                                                       Cooperative, Inc., on behalf of itself and its wholly-owned
   It is the responsibility of the     Richard Collier, General        subsidiaries, Highland Media Corporation and Highland
   Legal Division to provide in-       Counsel
                                                                       Communications Corporation; and Comcast of Southern
   house counsel to the Directors                                      TN, LLC; Comcast Cable Communications Management,
   of the Authority. Attorneys from the Division also                  LLC.
   represent the Authority and the Directors in their official
   capacities before the Chancery Courts, Tennessee Court of           Attorneys from the Legal Division served as Hearing
   Appeals, Tennessee Supreme Court and in the Federal                 Officers and provided counsel to the Authority in dockets
   Courts. The Legal Division represents the Authority before
                                                                       involving: practices and procedures of gas companies
   the Federal Communications Commission and the Federal
                                                                       relating to asset management; expansion of a
   Energy Regulatory Commission. Members of the Legal
                                                                       telecommunications service provider into service territory
   Division often serve as Hearing Officers in contested cases
                                                                       of a telephone cooperative; and complaints between
   and prosecutors in enforcement actions before the
                                                                       competing local exchange telecommunications carriers and
   Authority. Division Attorneys are responsible for bill
                                                                       incumbent local exchange telecommunications carriers.
   analysis as requested by the Legislative Fiscal Review
                                                                       The Legal Division provided counsel to the Authority in
   Committee. They also draft rules to be promulgated by the
                                                                       arbitrations and approval of interconnection agreements
   Authority and prepare orders reflecting actions of the
                                                                       pursuant to the federal Telecommunications Act of 1996.
   Directors in specific cases.
                                                                       The Legal Division initiated several dockets in which
                                                                       wastewater service providers were scrutinized regarding
Accomplishments                                                        financial security and consumer complaints.
   During the past fiscal year, 219 dockets were opened
   requiring action by the Authority. Members of the Legal             The Legal Division assisted the Consumer Services
   Division provided continuing research, advisory                     Division in investigations relating to enforcement of
   memoranda and counsel to the Directors and staff in most            Tennessee’s Do-Not-Call and Do-Not-Fax statutes,
   of these dockets. The Legal Division also prepared 331              including the initiation of show cause proceedings against
   orders reflecting action by the Authority in active dockets         non-compliant companies. In one such enforcement action,
   including tariff matters, contested cases, mergers, debt            the Consumer Services Division recovered $80,000 in civil
   issuances, transfers of authority, approvals and revocations        penalties from a large telecommunications service provider
   of certificates of public convenience and necessity,                for Do-Not-Call violations.
   franchise approvals, arbitrations and show cause actions.
                                                                       During the 2009 session of the General Assembly,
   Members of the Legal Division provided counsel to the               members of the Legal Division served as part of the
   Authority in rendering decisions on the 2007 price                  agency’s legislative liaison team and assisted the
   regulation filings of BellSouth Telecommunications, Inc.            Chairman’s office in tracking and providing research
   d/b/a AT&T of Tennessee, Citizens Telecommunications                relating to legislation involving or of interest to the
   Company of Tennessee, LLC d/b/a Frontier                            Authority.
   Communications of Tennessee, LLC and United
   Telephone-Southeast, Inc. d/b/a Embarq. The Legal                   Members of the Legal Division served as Hearing Officers
   Division assisted in the rulemaking proceedings addressing          and participated in hearings on applications for certificates
   recent statutory amendments related to Competitive                  of public convenience and necessity and approval of

                                              Legal Division (cont.)

franchise agreements filed by competing local exchange                 Furnishing Water Service to Its Customers (Docket
telecommunications carriers, gas companies, water                      No. 08-00039).
companies and wastewater treatment utilities.                      o   Generic Contested Case Docket to Analyze and
                                                                       Evaluate the Cost-Benefits and Funding
Members of the Legal Division also served as Hearing                   Mechanisms for Energy Conservation Research
Officers in major rate cases filed by Chattanooga Gas                  (Docket No. 08-00064).
Company and Tennessee American Water Company and
                                                                   o   Tariff Filing by BellSouth Telecommunications,
served as party representatives or advisory counsel in the
                                                                       Inc. to Increase the Per Call Rate for Directory
hearings of rate cases filed by Lynwood Utility Company
                                                                       Assistance (Docket No. 08-00076).
and Cartwright Creek, LLC.
                                                                   o   Petition of Charter Fiberlink-Tennessee, LLC for
Significant case activity for the 2008-2009 fiscal year                Arbitration with Citizens Telecommunications
included:                                                              Company of Tennessee, LLC d/b/a Frontier
                                                                       Communication of Tennessee, LLC (Docket No.
TRA                                                                    08-00093).
   o    Rulemaking to Establish Criteria for Designating           o   Request of HC Sewage Treatment, LLC for
        Eligible Telecommunications Carriers (ETCs) in                 Authority Action Pursuant to Letter Dated
        Tennessee (Docket No. 05-00284).                               September 23, 2008 (Docket No. 08-00183).
   o    Docket for the Collection of Data and Comments             o   Rulemaking to Add ADAD Registration
        Relating to Home Energy Conservation Matters in                Requirements to “Do Not Call” Rules (Docket No.
        Tennessee (Docket No. 06-00309).                               08-00186).
   o    Petition of Frontier Communications of America,            o   Petition Of Tennessee Wastewater Systems, Inc.
        Inc. to Amend Its CCN (Docket No. 07-00155).                   for Approval to Amend Its Rates and Charges
   o    Petition of Jackson Energy Authority to Expand Its             (Docket No. 08-0202).
        CCN to Provide Intrastate Telecommunications               o   Petition of Ben Lomand Communications, LLC to
        Services (Docket 07-00201).                                    Modify Its CCN (Docket No. 08-00210).
   o    Docket to Evaluate Chattanooga Gas Company’s               o   Petition of Tennessee Water Service, Inc. to
        Gas Purchases and Related Sharing Incentives                   Change and Increase Certain Rates and Charges
        (Docket No. 07-00224).                                         (Docket No. 09-00017).
   o    Docket to Evaluate Atmos Energy Corporation’s              o   Rulemaking for Competitive Exemptions for Price
        Gas Purchases and Related Sharing Incentives                   Regulated and Competitive Carriers (Docket No.
        (Docket No. 07-00225).                                         09-00032).
   o    Petition of Atmos Energy Corporation for a Waiver          o   Petition of Lynwood Utility Corporation to Change
        to Permit the Limited Use of Polyethylene Piping               and Increase Rates and Charges (Docket No. 09-
        (Docket No. 07-00251).                                         00034).
   o    Citizens Telecommunications Company of                     o   Petition of Cartwright Creek, LLC to Change and
        Tennessee, LLC d/b/a Frontier Communications of                Increase Rates and Charges (Docket No. 09-
        Tennessee, LLC Tariff to Establish Directory                   00056).
        Assistance Rates (Docket No. 08-00021).                    o   Tennessee American Water Company's Request for
    o   Petition of Atmos Energy Corporation for                       Proposal for a Management Audit (Docket No. 09-
        Approval of the Contract(s) Regarding Gas                      00086).
        Commodity Requirements, Etc. (Docket No. 08-               o   Petition for Approval to Transfer HC Sewage
        00024).                                                        Treatment LLC's Authority to Provide Wastewater
   o    Petition of Tennessee American Water Company to                Utility Services to Greeneville Oil and Petroleum,
        Change and Increase Certain Rates and Charges so               Inc. (Docket No. 08-00222).
        as to Permit It to Earn a Fair and Adequate Rate of
        Return on Its Property Used and Useful in

                                           Legal Division (cont.)

Other Courts                                                         in Tennessee American Water Company to Change
   o Petition for Review filed by BellSouth                          and Increase Certain Rates and Charges so as to
       Telecommunications, Inc. d/b/a AT&T Tennessee                 Permit It to Earn a Fair and Adequate Rate of
       in the U.S. District Court related to decisions in
                                                                     Return on Its Property Used and Useful in
       TRA Docket No. 04-00381, BellSouth
       Telecommunications, Inc. d/b/a AT&T Tennessee v.              Furnishing Water Service to Its Customers, TRA
       Tennessee Regulatory Authority, Case No. 3:08-                Docket No. 06-00290.
                                                                 o   Tennessee American Water Company v. TRA.
   o   Consumer Advocate v. TRA. Tennessee Court of                  Tennessee Court of Appeals, Petition for Review of
       Appeals, Petition for Review of the TRA’s decision
                                                                     the TRA’s decision in Tennessee American Water
       in BellSouth Telecommunications, Inc. Tariff to
       Establish Welcoming Rewards Promotion, Tariff                 Company to Change and Increase Certain Rates
       No. 2003-1366, TRA Docket No. 03-00625.                       and Charges so as to Permit It to Earn a Fair and
                                                                     Adequate Rate of Return on Its Property Used and
   o   City of Chattanooga v. TRA. Tennessee Court of                Useful in Furnishing Water Service to Its
       Appeals, Petition for Review of the TRA’s decision            Customers, TRA Docket No. 08-00039.

                                                       Utilities Division

Mission                                                                    Gas
To provide the Directors of the TRA                                          The gas industry in Tennessee is comprised of five natural
with detailed analyses, financial                                            gas companies, one methane gas provider and one intrastate
recommendations and technical                                                pipeline providing transportation service; annual revenues of
assistance needed to make informed                                           these companies range from $256 to $328 million. While
decisions on issues related to the                                           the overall regulation of each company is rate of return, the
development of competitive markets                                           volatility of the gas commodity costs necessitates a flow
and the preservation of just and                                             through mechanism to ensure a company’s return on
reasonable rates for utility services                                        investment remains relatively constant. The mechanism,
in Tennessee.                            Darlene K. Standley, Chief          referred to as Purchased Gas Adjustment (“PGA”), is
                                                                             designed to provide immediate rate reaction to changes in
    The Utilities Division encompasses review of investor                    gas prices. Subsequently, an Actual Cost Adjustment
    owned electric, gas, telecommunications, water and                       (“ACA”), audit is conducted to ensure that companies have
    wastewater service utilities operating within the state. Each            collected only the actual cost of gas from ratepayers. The
    utility segment has unique characteristics and distinctive               Division also conducts annual Weather Normalization
    federal and state mandates for review. The division is                   Audits (“WNAs”) which is the mechanism that is in place to
    comprised of fourteen individuals with diversified                       reduce the impact abnormal temperature has on customers’
    experience and background. The Staff’s credentials and                   bills and on the gas utilities’ operations. In periods of colder
    background consist of Certified Public Accountants,                      than normal weather, customers receive a credit on their
    paralegal, engineers, accountants and business managers.                 bills, while in periods of warmer than normal weather,
    The Staff has over 200 years of combined experience in the               customers are billed a surcharge. Thus, customers’ monthly
    utility industry.                                                        bills should not fluctuate as dramatically and the gas
                                                                             company should have a more stable rate of return. Incentive
Electric                                                                     Plan Audits (“IPAs”) are conducted to ensure that utilities
    The Authority regulates three electric utilities in Tennessee,           are prudent in their gas purchasing practices and that
    Kingsport Power Company, Entergy Arkansas, Inc. and                      ratepayers are compensated appropriately for the companies’
    Kentucky Utilities Company. Kingsport Power is rate of                   off system use of gas assets paid for by the ratepayers. The
    return regulated and tariffs containing rates, terms and                 results of all audits are summarized in the Division audit
    conditions are filed with the Authority. The other two other             reports and filed annually with the Authority.
    utilities, Entergy Arkansas, Inc. and Kentucky Utilities
    Company, have a very small presence in Tennessee and the                 At the conclusion of Chattanooga Gas Company’s last rate
    Authority follows action taken by the respective states.                 case a docket was opened to address asset management and
                                                                             capacity release issues proposed by the Consumer Advocate
    Kingsport Power Company, through its parent company                      and Protection Division of the Office of the Attorney
    Appalachian Electric Power, is a member of PJM. PJM is a                 General. The Division is assisting the Directors with review
    regional transmission organization (“RTO”) that is                       and analysis of the issues related to gas purchases and the
    responsible for operating the wholesale electric market and              appropriate sharing incentives relative to these purchases.
    managing the long-term regional electric transmission
    planning process in all or parts of Delaware, Illinois,                  Atmos Energy Corporation petitioned to increase revenues
    Indiana, Kentucky, Maryland, Michigan, New Jersey, North                 approximately $7.3 million. After substantial negotiations
    Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West                  between the company and intervenors a settlement was
    Virginia and the District of Columbia. The Authority,                    presented on March 5, 2009 for consideration by the
    through its membership in the Organization of PJM States                 Authority. After reviewing the information contained in the
    Inc. (“OPSI”), interacts with PJM, its Board of Managers,                docket and the settlement, the Division prepared
    and its Market Monitor to ensure that Tennessee consumers                recommendations and advised the Authority for
    are served by an efficient, effective, and reliable wholesale            deliberations on March 9, 2009. After hearing from all
    energy market. The Division assists the Authority in                     interested parties the Directors voted unanimously to accept
    consideration of RTO issues such as market monitor                       the Settlement Agreement which resulted in a $2.5 annual
    independence and capacity market revisions.                              million revenue increase.

                                               Utilities Division (cont.)

Telecommunications                                                         During the 2009 Legislative session House Bill 2117
                                                                           regarding Universal Service was heard before the House
  There are 18 incumbent local exchange companies                          Utilities and Banking Subcommittee of the Commerce
  (“ILECs”), 117 facility based competitive local exchange                 Committee. The Subcommittee requested the TRA to
  carriers (“CLECs”), 221 resellers of local and long distance             investigate this matter and provide a report including
  service, 6 long distance facility providers, 137 pay telephone           recommendations to the General Assembly for the 2010
  providers and 8,989 pay telephones (“COCOTs”) within the                 legislative session. Specifically, the proposed bill authorized
  state.                                                                   the establishment of a Tennessee Rural Affordability Fund
                                                                           which would allow companies to draw funds out to recover
  The telecommunications industry has dramatically changed                 switched access rate reductions. Docket 09-00096 was
  since passage of the 1995 and 1996 State and Federal                     opened during the June 29, 2009 Authority Conference for
  Telecom Acts. For the 3 largest ILECs within the state,                  the purpose of receiving information and comments from
  BellSouth Telecommunications, Inc. d/b/a AT&T Tennessee                  interested parties related to this legislation. The Division has
  (“AT&T”), Citizens Telecommunications Company of                         requested comments and is proceeding with preparing the
  Tennessee d/b/a Frontier Communications of Tennessee                     requested report for the Directors.
  LLC (“Citizens of TN”) and Embarq Corporation, oversight
  has evolved from rate of return regulation to price cap                  Also during this past legislative session, Senate Bill 1954
  regulation in an effort to nurture competitive markets. The              enacting Market Regulation Act of 2009 was passed and
  smaller ILECs, consisting of 15 rural incumbent telephone                became law on May 21, 2009. This law allows price
  companies, have generally experienced limited landline                   regulated certificated providers of local exchange or
  competition and remain in rate of return oversight. All                  intrastate long distance telephone service to elect Market
  ILECs are required to have on file with the Authority tariffs            Regulation at its sole discretion. Market Regulation exempts
  representing the terms, conditions and rates for services                the provider from jurisdiction regarding retail pricing and
  offered within the state.                                                retail operations except as defined in the Act. The Division
                                                                           prepared and placed on the Authority’s web page a summary
  In 1997, the FCC issued an order implementing a federal                  of the Act with guidelines for filing notices of such election.
  universal service support system for telecommunications.                 Additionally, an email was sent to all certificated providers
  The system is designed to meet the requirements of the                   with information as how to access the web page.
  Telecommunications Act, maintain affordable basic
  residential rates, ensure affordable basic service continues to        Wastewater
  be available to all users and bring the benefits of competition
  to as many consumers as possible. Criteria were established              There are 11 wastewater utilities with 125 wastewater
  that a provider must achieve to be designated and maintain               systems located across Tennessee. Tariffs containing all
  Eligible Telecommunication Carrier (“ETC”) status and                    rates, terms and conditions of service are on file with the
  receive support. The Authority has approved ETC                          Authority. There were seven requests for wastewater sites
  designation for 32 providers. This total represents both the             filed in calendar year 2000, ten in 2001, three in 2002,
  companies regulated by the Authority and the Telephone                   eleven in 2003, sixteen in 2004, twenty-one in 2005, twenty-
  Cooperatives which are not regulated by the Authority.                   eight in 2006, six during 2008 and four in the first 6 months
  Further, the Authority accepts annually a self-certification             of 2009.
  from these providers in order to maintain support and reports
  those results to the FCC. In March 2005, the FCC issued a                The Division annually reviews all wastewater companies to
  subsequent order adopting more stringent requirements for                ensure compliance with TRA Rules which requires the
  ETC designation and annual certification filed with the FCC              Authority to direct the posting of a financial security by a
  to be effective October 6, 2006. The Authority reviewed the              public utility providing wastewater service to ensure
  FCC requirements and initiated a rulemaking to consider                  continued proper operation and maintenance. This review
  adoption of ETC requirements for those companies self                    results in all wastewater companies providing evidence of
  certifying with the Authority. Draft rules have been adopted             the required financial security and filing of tariffs to recover
  by the Authority and submitted to the Attorney General prior             the costs of providing this security. The Division reviews
  to going to the Secretary of State for approval.                         the filings and notifies the Directors of any discrepancies or
                                                                           non compliance.

                                                Utilities Division (cont.)

  The Division continues to work with the Tennessee                         company in the preparation and settlement of this matter.
  Department of Environment and Conservation (“TDEC”)                       After granting emergency relief to Hickory Star Water
  coordinating efforts to ensure there is a plan for ongoing                Company L.L.C. the Authority proceeded with the petition
  operation and maintenance of wastewater systems, and                      of the Company for the requested water and wastewater rate
  working with the industry to devise measures to accomplish                relief. Utilities Division Staff as a party and the Company
  the goals of continued operations and safe and healthy                    presented a settlement for consideration by the Authority.
  wastewater systems for the public.                                        Advisory Staff reviewed the documentation presented by the
                                                                            parties and submitted a recommendation to the Directors.
  On July 18, 2008, HC Sewage Treatment, LLC filed a                        The Authority approved the settlement in November 2008.
  petition asserting revenues were insufficient to cover costs
  and requesting to increase revenues approximately $44,000.                In March 2008, Tennessee American Water Company filed
  Subsequent to its petition, the company notified the                      to increase revenues $7.6 million. After granting
  Authority of its intention to discontinue operation of its                intervention to several parties the Authority conducted a
  wastewater plant in Hampton, Tennessee. Based upon the                    hearing during the week of August 18, 2008 in Chattanooga,
  transfer of the utility to Greeneville Oil and Petroleum, Inc             Tennessee. Upon completion of its review and analysis of
  (one of its two customers) the Division recommended the                   the information filed in this docket, the Division Staff
  closure of the pending rate case petition.                                prepared and submitted a recommendation to the panel for
                                                                            consideration during deliberations on September 22, 2008.
  A hearing was held in the petition of Tennessee Wastewater                After consideration the Directors approved a $1.65 revenue
  Systems, Inc. to change and increase rates. A settlement                  increase. Additionally, the Directors ordered the Company
  between the parties was presented in this case and the                    to develop a Request for Proposal (“RFP”) for a
  Division reviewed the documentation presented and advised                 comprehensive management audit by an independent
  the Directors as to the validity of the request and settlement.           Certified Public Accountant and file such RFP for approval
  The Authority approved the settlement in May 2009.                        by the Authority. A new docket was established for
                                                                            consideration of the RFP and several Staff of the Division
  The Division is currently reviewing and analyzing financial               were segregated to work with the Company in the
  documentation contained in the petitions of Lynwood Utility               preparation of the RFP which was presented in March 2009.
  Corporation and Cartwright Creek L.L.C. for rate increases.               The Division Advisory Staff reviewed the RFP and prepared
  Both cases are expected to be heard before the end of the                 a recommendation regarding the RFP to the Directors.
  year.                                                                     Consideration of the RFP will take place later this year.

Water                                                                       On January 30, 2009 Tennessee Water filed a petition to
                                                                            increase revenues $150,902. After granting of intervention
  The Authority regulates seven water utilities in Tennessee.               to the Attorney General Consumer Advocate and Protection
  The utilities are rate of return regulated and have on file               Division, completing data requests and the filing testimony
  tariffs containing all rates, terms and conditions of service.            the parties reached and presented a settlement for
                                                                            consideration by the Authority. The Division is reviewing
  Five of the regulated water utilities in Tennessee have fewer             the settlement and preparing a recommendation for
  than 300 customers. Substantial accounting and legal costs                consideration by the Directors.
  are in incurred when any company determines a need to file
  for a rate increase. In order to minimize rate case expense            Activities
  and the corresponding recovery from ratepayers for these
  smaller companies, the Authority considers the segregation                The Division continues to participate in various training
  of Utilities Division Staff to assist in the preparation and              opportunities including reading trade and industry journals
  settlement of the matter.                                                 and government reports to stay current on governmental and
                                                                            industry trends in the electric, gas, telecommunications,
  On April 7, 2008 Hickory Star Water Company filed to                      water and wastewater industries. We also meet regularly
  increase its water and sewer rates to recover an increase in              with industry representatives to encourage the sharing of
  the costs to provide utility service. This company has 124                ideas on how to improve customer service and operating
  customers. The segregated Division Staff assisted the                     efficiencies.

                                              Utilities Division (cont.)

Analysis - Industry and Filings                                         rule requires the utility to submit a filing each year detailing
                                                                        the transactions in the Deferred Gas Cost Account. The
   o   Tariff Review (539)                                              TRA Staff audits this filing to determine that the utility is
       - Reviewed 463 tariff filings by telecommunications              following all the rules, regulations, and directives adopted by
         companies to introduce new services or to revise the           the Authority. This allows the Authority to adjust for over
         rates, terms and conditions of existing services.              or under collected gas costs.
       - Reviewed 27 tariff filings by electric, gas, water and
                                                                        Each year, the Staff conducts ACA audits on the 5 gas
         wastewater companies to introduce new services or to
                                                                        distribution utilities under rate jurisdiction of the TRA:
         revise the rates, terms and conditions of existing
         services.                                                      Atmos Energy Corporation, Chattanooga Gas Company,
                                                                        Piedmont Natural Gas Company, Counce Natural Gas and
       - Reviewed 38 PGA filings and 11 Fuel Clause                     Gasco Distribution Systems. During the 2009 fiscal year,
         Adjustments.                                                   the Staff reviewed gas invoices for these utilities totaling
                                                                        approximately $343.3 million. The Staff also reviewed all
   o   Annual Report Reviews (42)                                       adjustments made to the Deferred Gas Cost accounts, the
        - Reviewed 42 annual reports. The Division Staff                underlying supporting documentation, the calculation of gas
          reviews these annual reports to ensure the                    cost recoveries and compliance with PGA filings, including
          completeness of their financial data.                         ongoing Refund Adjustments, and the calculation of interest
                                                                        on account balances. The Staff recalculated sample bills for
   o   Gas and Wastewater Audits (10)                                   each month of the audit period to assure that the correct tariff
       There are four (4) types of audits performed by the              rates and gas cost adjustments were being passed on to the
       Division. These audits are: Compliance audits, Actual            customers. Audit results and recommendations are detailed
       Cost Adjustment (“ACA”) audits, Weather                          in an audit report on each utility.
       Normalization Adjustments (“WNA”) audits and
                                                                            3) WNA Audits (3) - In setting rates, the Authority
       Performance Incentive Plan (“IPA”) audits.
                                                                               uses a normalized level of revenues and expenses for
       1) Compliance Audits - Compliance audits are                            a test year to eliminate unusual fluctuations. One
          performed to monitor utilities’ compliance with                      part of normalizing revenues in the test year is the
          applicable laws, orders, and policies of the                         adjustment of sales volumes to reflect “normal”
          Authority, as well as utility accounting operations to               weather, which is calculated based on the previous
          ensure compliance with the Uniform System of                         thirty years’ weather data. Since “normal” weather
          Accounts (“USOA”) prescribed by the National                         rarely occurs, the customer bills can fluctuate
          Association of Regulatory Utility Commissioners                      dramatically daily due to temperature changes from
          (“NARUC”) and the Federal Energy Regulatory                          month to month, and gas companies’ revenues
          Commission (“FERC”). The Division schedules and                      likewise fluctuate, causing them to earn more or less
          conducts these audits as resources permit.                           than their authorized rate of return. In recognition of
                                                                               this fact, the TRA has approved a WNA Rider, to be
       2) ACA Audits (5) - The Authority’s Rule 1220-4-7-
                                                                               applied to residential and commercial customer bills
          .02 permits a gas utility to recover, in a timely
                                                                               during the winter months.
          fashion, the total cost of gas purchased for delivery
          to its customers. The Purchased Gas Adjustment
                                                                                The TRA Staff conducts audits each year of the
          (“PGA”) Rule, which was adopted July 1, 1992, is
          the mechanism used to accomplish this recovery and                    WNA Rider as it is applied to the 3 major gas
          consists of 3 major components:                                       companies: Atmos Energy Corporation, Chattanooga
                                                                                Gas Company, and Piedmont Natural Gas Company.
             • Actual Cost Adjustment (“ACA”)                                   In order to meet the objectives of the audit, the Staff
             • Gas Charge Adjustment (“GCA”)                                    compares the following on a daily basis:
             • Refund Adjustment (“RA”)
                                                                                a) The company’s actual heating degree days to
   The ACA is the difference between the revenue billed                            National Oceanic and Atmospheric
   customers by means of the GCA and actual costs paid to                          Administration (“NOAA”) actual heating degree
   suppliers as reflected in the Deferred Gas Cost account. The                    days;

                                             Utilities Division (cont.)

       b) The company’s normal heating degree days to the                  language and requirements of the interconnection
          normal heating degree days calculated in the last                agreement signed by the parties.
          rate case; and
                                                                     o   Telecommunications In Tennessee
       c) The company’s calculations of the WNA factors
          to the Staff’s calculations.                                   - The TRA regulates the rates and service quality of
                                                                           investor owned telecommunications providers in
The Staff also audits a sample of customer bills during the                Tennessee. (Not Municipalities, Cable, Internet or
WNA period to verify that the WNA factor has been                          Wireless providers).
correctly applied to the bills. Results of the audits and any
recommendations are detailed in the annual audit report for              - As of March, 2009, 92.6% of Tennessee households
each company.                                                              had wireline telephone service (national average:
During the 2009 fiscal year, WNA related revenues for the 3
gas utilities amounted to $1,497,226 WNA revenues                        - It is estimated that 73.2% of Tennessee households
refunded.                                                                  now have Internet access (national average: 74.9%).

    (4) IPA Audits (2) - The Performance Incentive Plan                  - As of June 30, 2009, depending on the source, 45%
        mechanism was approved by the TRA and is                           (FCC) to 54% (Connected TN Report) of Tennessee
        designed to provide incentives to gas utilities in a               households had high-speed (broadband) Internet
        manner that will produce rewards for customers and                 access.
        shareholders while improving the gas procurement                 - As of December 31, 2008, 84% of Tennesseans had
        process. All savings benefit the consumers to                      wireless/mobile phones (national average: 84%).
        various degrees. The Incentive Plan replaces the
        after-the-fact reasonableness or prudence reviews of             - As of June 30, 2009, Tennessee had 365 companies
        gas purchasing activities formerly required by the                 providing local telecommunications services in
        Purchased Gas Adjustment Rule. The Staff audits                    Tennessee including 27 incumbent providers (18
        these filings in a manner similar to the audits                    investor owned and 9 telephone co-operatives), 117
        conducted for the ACA filings. During Fiscal Year                  CLECs and 221 resellers of local telephone services.
        2008, incentive audits were conducted on 2 gas                     Note: Incumbent providers are those companies
        utilities.                                                         providing local telecommunications services prior to
                                                                           passage of the Telecommunications Act of 1995 on
o   Certification of Competitive Carriers                                  June 6, 1995 while CLECs are those companies who
    - Analyzed and approved the application of 7                           began offering facilities-based local
      companies requesting designation as facility-based                   telecommunications subsequent to June 6, 1995.
      competitive local exchange carriers. The Division also             - As of June 30, 2008, 2.96 million regulated wired
      reviewed 6 resellers of local and long distance service              telephone lines were in service in Tennessee with
      during the fiscal year.                                              approximately 523,000 or 18% of those lines being
    - Analyzed and approved 5 applications for wastewater                  provided by CLECs.
      companies seeking designation for new systems to                   - At June 2009, CLECs were providing service in 91 of
      provide services within the state.                                   Tennessee’s 95 counties but 57% of the CLEC lines
o   Pay Telephone Certification                                            are in the state’s four largest metropolitan areas. Of
                                                                           the 91 counties served by CLECs, 9 counties have 15
    - Registered 3 payphone providers and 87 payphones                     or fewer access lines served by CLECs.
      during the fiscal year.
                                                                         - 80% of the lines provided by CLECs in Tennessee are
o   Telecommunication Interconnection Complaints                           business lines while 20% are residential lines (as of
                                                                           June 2008).
    - Resolved numerous interconnection disputes between
      competing carriers and incumbent providers. In most                - Three municipal electric utilities are providing
      cases, the Authority was asked to interpret the                      telecommunications in Tennessee: Chattanooga

                                             Utilities Division (cont.)

          Electric Power Board; Jackson Energy Authority; and                  telephone numbers be assigned to carriers in 1,000
          Bristol Tennessee Essential Services.                                number blocks instead of the 10,000 number blocks
                                                                               previously permitted by the FCC. Tennessee
        - Penalty payments are made to the TRA by BellSouth                    presently has six (6) area codes and has not needed to
          after three months of continued non-compliance with                  add an area code since September 2001.
          the standards and benchmarks that were adopted to
          monitor BellSouth’s wholesale operations. Through                  - By state law, all telephone calls originating and
          June 2008, these payments have amounted to                           terminating within the same county are required to be
          $703,857.                                                            completed without long distance charges (Tenn. Code
                                                                               Ann. § 65-21-114).
        - To conserve telephone numbers and reduce the need
          to add area codes, Tennessee has ordered that

                                                         Pertinent Data
                                                    (Current as of June 30, 2009)

 Competitive Local Exchange Carriers (Facilities-Based)                                                                        117
 Telephone Cooperatives (Not regulated by the TRA)                                                                               9
 Resellers of Local and Long Distance Service                                                                                  221
 Long Distance Companies (Facilities-Based)                                                                                      6
 Pay Telephone Providers                                                                                                       137
 Pay Telephones                                                                                                              8,989
 Existing Interconnection Agreements between Competitive Local Exchange and Incumbent Carriers                                 340
 Existing Resale Agreements between Local Resellers and Incumbent Carriers                                                     145
 Existing Interconnection Agreements between Commercial Mobile Radio Services (CMRS) and Incumbent Carriers                    107
 Existing Resale Agreements between Commercial Mobile Radio Service (CMRS) and Incumbent Carriers                               14

Competitive Local Exchange Companies Certificated by the TRA
(As of June 30, 2009)

                Utilities Division (cont.)

Customers Serviced By and Total Revenues of Electric, Gas, Water,
  Wastewater Utilities within Tennessee During 2009 Fiscal Year

                                             Utilities Division (cont.)

                                           Telecommunications Service Providers
1. 1-800-RECONEX d/b/a U.S. TEL               44. Frontier Communications of             83. Nu Vox Communications, Inc.
2. Access Integrated Networks                     Tennessee/Volunteer                    84. OneTone Telecom, Inc.
3. Access Point                               45. Global Connection Inc. of              85. Onwav, Inc.
4. ACN Communication Services                     Tennessee                              86. PacWest Telecom, Inc.
5. Aeneas Communications                      46. Global Crossing Local Services, Inc.   87. Peerless Network of Tennessee, LLC
6. Alec, Inc.                                 47. Global NAPs Gulf, Inc.                 88. PNG Telecommunications dba
7. American Fiber Systems                     48. GoAmerica Relay Services Corp              PowerNet Global
8. AT&T Communications                        49. Granite Telecommunications, LLC
                                                                                         89. Prayztel Communications, LLC
9. Balsam West FiberNet                       50. Hypercube Telecom, LLC
                                                                                         90. Quality Telephone, Inc.
10. BCN Telecom                               51. IBFA Acquisition Company, LLC
10. BellSouth Long Distance                       dba Farm Bureau Connection             91. Qwest Communications Corporation
11. Ben Lomand Communications                 52. IDS Telcom Corp                        92. RTC Solutions, Inc
12. Big River Telephone                       53. Image Access, Inc. d/b/a NewPhone      93. SBC Long Distance, Inc.
13. Birch Telecom                             54. Intrado Communications, Inc.           94. Sprint Communications Company,
14. BLC Management d/b/a Angles               55. Jackson Energy Authority                   L.P.
    Comm.                                     56. Kentucky Data Link, Inc. dba           95. Stellar Nordia Services, LLC
15. Bristol Tennessee Essential Services          Cinergy                                96. Swiftel, LLC
16. Broadwing Communications, LLC             57. Knology of Tennessee, Inc.             97. Syniverse Technologies, Inc.
17. Budget Phone                              58. Knoxville Data Link                    98. TCG MidSouth, Inc.
18. BullsEye Telecom                          59. Level 3 Communications, LLC            99. Talk America Inc.
19. Business Telecom                          60. Lightcore, a CenturyTel Company        100. TEC of Jackson, Inc.
20. CenturyTel Acquisition, LLC               61. Lightyear Network Solutions, LLC.      101. Telescan, Inc.
21. CenturyTel Solutions                      62. LoadPoint Telecommunications,          102. Telecommunications Systems, Inc.
22. Charter FiberLink-Tennessee                   LLC
                                                                                         103. TelCove Operations, LLC
23. Cinergy Communications Company            63. Madison River Communications,
                                                                                         104. TeleCircuit Network Corporation
24. Comcast Phone of Tennessee                    LLC dba CenturyLink MRC
25. CommPartners, LLC                         64. Matrix Telecom, Inc.                   105. Telepak Networks, Inc.
26. Communigroup of Jackson                   65. MCImetro Access Transmission Svs.,     106. Tele-Sys, Inc.
27. Computer Network Technology                   Inc.                                   107. Tennessee Independent
28. Comtel Telcom Assets LP                   66. MCI Communications Services, Inc.      108. Telecommunications Group, LLC
29. Cost Plus Communications, LLC             67. McLeod USA Telecomm. Services,         109. TN Telephone Service d/b/a
30. Covista                                       Inc.                                        Freedom Comm., LLC
31. Cypress Communications Operating          68. Memphis Networx, LLC                   110. The Other Phone Company,
    Co.                                       69. Metropolitan Telecommunications             Inc./Access One Comm.
32. DIECA Communications d/b/a                    of Tennessee, Inc.                     111. TW Telecom of TN, LLC
    Covad                                     70. Midwestern Telecommunications          112. Touchtone Communications, Inc.
33. Dixie-Net Communications                  71. Momentum Telecom, Inc.                 113. TransNational Communications
34. DSLnet Communications                     72. MountaiNet Telephone Company                International
35. Eagle Communications                      73. NA Communications, Inc.                114. UCN, Inc.
36. East Tennessee Network d/b/a XLN          74. Navigator Telecommunications,
                                                                                         115. US Carrier Telecom, LLC
37. Electric Power Board of                       LLC
                                                                                         116. US LEC of Tennessee, Inc. (US
    Chattanooga                               75. Network Telephone Corporation
39. ENA Services, LLC                         76. Neutral Tandem-Tennessee, LLC               LEC)
40. ETC Communications, LLC                   77. New Edge Network, Inc.                 117. Vo2 Networx
41. Frontier Communications of                78. Nextlink Wireless                      118. Volunteer First Services, Inc.
    TN/Vol                                    79. Nexus Communications, Inc.             119. Wholesale Carrier Services, Inc.
42. Everycall Communications, Inc.            80. Norlight, Inc.                         120. Wiltel Communications, LLC
43. Frontier Communications of                81. NOS Communications, Inc.               121. XO Communications Services, Inc.
    America fka Citizens Telecommu            82. NOW Communications, Inc.               122. YMAX Communications Corp.

Tennessee Regulatory Authority, Authorization No. 316275,
50 copies, January 2010. This public document was
promulgated at a cost of $15.00 per copy.

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