Northern Indiana Public Service Company - Page 3

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                                         FINDINGS OF FACT                                             

                  Some of the facts have been stipulated and are so found.                            
            The stipulation of facts, second, third, and fourth stipulations                          
            of facts, and attached exhibits, respectively, are incorporated                           
            herein by this reference.                                                                 
                  Petitioner is an Indiana corporation with its principal                             
            office in Hammond, Indiana.  Petitioner's wholly owned foreign                            
            subsidiary, Northern Indiana Public Service Finance N.V.                                  
            (Finance), was incorporated on August 21, 1981, in Curacao under                          
            the Commercial Code of the Netherlands Antilles for an unlimited                          
            term.  Finance had 20 shares of stock issued and outstanding, all                         
            of which were acquired by petitioner for $20,000 cash.  Finance's                         
            sole managing director throughout its existence was Curacao                               
            Corporation Company N.V.  Finance's books and records were                                
            maintained by its managing director in the Netherlands Antilles.                          
                  Article 2 of Finance's articles of incorporation provides:                          

                  The purpose of the company is to finance directly or                                
                  indirectly the activities of the companies belonging to                             
                  * * * [petitioner] * * *, to obtain the funds required                              
                  thereto by floating public loans and placing private                                
                  loans, to invest its equity and borrowed assets in the                              
                  debt obligations of one or more companies of * * *                                  
                  [petitioner], and in connection therewith and generally                             
                  to invest its assets in securities, including shares                                
                  and other certificates of participation and bonds, as                               
                  well as other claims for interestbearing debts however                              
                  denominated and in any and all forms, as well as the                                
                  borrowing and lending of monies.                                                    

            Specifically, Finance was organized for the purpose of obtaining                          




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Last modified: May 25, 2011