Opinion for the court filed by Circuit Judge TATEL.
Dissenting opinion filed by Circuit Judge WALD.
TATEL, Circuit Judge:
The Indiana Municipal Power Agency, an association of wholesale consumers of electric power, petitions this court for review of an order of the Federal Energy Regulatory Commission ruling that intervenor Indiana Michigan Power Company did not violate the Federal Power Act, FERC regulations, or a FERC-approved settlement agreement by including certain costs arising from its fuel supply contracts in its wholesale electricity rates. Because the Commission's decision to evaluate the reasonableness of Indiana Michigan's fuel contracts under its established prudence and market rate standards was well within its discretion, and because substantial evidence supports its findings that the coal contracts in question were priced below the weighted average price for comparable contracts and charged Indiana Michigan solely for coal, we deny the petition for review.
I.
The Indiana Michigan Power Company, a wholly-owned subsidiary of the American Electric Power Company, provides electricity to portions of Indiana and Michigan. In the early 1970's, at the behest of American Electric, Indiana Michigan acquired substantial low-sulfur coal reserves in Utah, known as the Price River properties, anticipating that this coal would provide the American Electric subsidiaries with a reliable supply of the "clean" fuel necessary to satisfy new federal and state air quality standards. Actual demand for the Price River coal, however, fell far below American Electric's projections, resulting in significant losses for Indiana Michigan over several years.
Indiana Michigan used coal from Price River at one of its generating plants known as the Tanners Creek 1-3 facility. Several wholesale ratepayers, including members of the petitioner here, objected to Indiana Michigan's inclusion of the full price of this coal in its wholesale electricity rate, arguing that coal was available on the market at a significantly lower price and that the company was passing through the unreasonably high cost of Price River coal to its ratepayers in order to reduce its losses on Price River. In 1985, following a formal investigation by the FERC, American Electric and Indiana Michigan signed a settlement agreement with the Commission's trial staff, the "McDowell settlement." The settlement established a ceiling on the price per ton of coal that Indiana Michigan could include in its wholesale electricity rate at Tanners Creek 1-3, thus giving Indiana Michigan an incentive to purchase coal from other suppliers at the market rate instead of continuing to use and to charge its ratepayers for the expensive Price River coal. The McDowell settlement also allowed Indiana Michigan to apply any difference between the actual price of coal used at Tanners Creek 1-3 and the price ceiling towards amortizing a portion of its investment in the Price River mines, but only up to $75 million, approximately one-third of that amortization expense. Indiana Michigan would have to recover the remaining two-thirds from another source, most likely a buyer or American Electric's shareholders. See Indiana & Mich. Mun. Distribs. Ass'n, 62 F.E.R.C. ¶ 61,189, at 62,228-29 [hereinafter FERC Opinion ]. Both FERC and the Securities and Exchange Commission approved the McDowell settlement. Because the cost of the Price River coal exceeded the price ceiling in the settlement, and because Indiana Michigan apparently had no other customers for this coal, it ceased production at the Utah mines shortly after agreeing to the settlement. Although it wanted to cut its losses by selling its interest in the mines, it could not find a buyer willing to pay its breakeven asking price of approximately $150 million, the two-thirds of the amortization expense it could not recover from wholesale ratepayers. See Indiana & Mich. Mun. Distribs. Ass'n, 51 F.E.R.C. ¶ 63,019 at 65,-083 [hereinafter ALJ Decision ].
In 1985, Indiana Michigan finally found a serious prospect in AMAX, Inc., a corporation with mine holdings in several midwestern states. For AMAX, the Price River mines presented an opportunity to enter the western market. AMAX agreed to lease the mines for an initial period of twenty years for approximately $160 million, FERC .Opinion at 62,229 n. 32, an amount that, together with the $75 million it was permitted to recoup from its wholesale ratepayers under the McDowell settlement, would allow Indiana Michigan to remove the mines from its books without taking a charge against earnings. At the same time, Indiana Michigan signed three contracts providing for AMAX to sup ply coal from its midwestern mines to three Indiana Michigan generating facilities — Tanners Creeks 1-3, Tanners Creek 4, «and Breed — for periods of up to ten years. Id. at 62,229. The current dispute centers on these contracts.
The simultaneous closing of the long-term supply contracts and the Price River lease aroused the suspicion of petitioner Indiana Municipal Power Agency, an association of municipalities served by Indiana Michigan whose members had participated in the earlier McDowell settlement proceedings. The Power Agency filed a complaint with the Commission challenging the legality of the two AMAX coal contracts covering Tanners Creek 4 and Breed. According to the complaint, Indiana Michigan entered the long-term coal contracts in order to induce AMAX to purchase the mines at its breakeven price, a price which no other buyer had been willing to pay. Because of the interdependence of the two transactions, the Power Agency claimed that Indiana Michigan had no incentive to negotiate for the lowest possible price for the coal. To the contrary, the Power Agency surmised, the higher the price Indiana Michigan wanted AMAX to pay for the mines, the higher the price it had to agree to pay AMAX for the coal. As a result, the Power Agency claimed that the contract price for the coal contained a "premium" or a "sweetener" to offset the inflated price AMAX paid for the troubled mines.
In the initial proceedings before a FERC administrative law judge, the Power Agency contended that Indiana Michigan's passing the costs of coal under these allegedly "sweetened" contracts through to its wholesale ratepayers was unlawful on three grounds: it resulted in an unjust and unreasonable rate in violation of section 205 of the Federal Power Act; it violated FERC's cost accounting regulations that limit the costs allocable to a utility's Fuel Stock account to the invoice price of fuel and certain attendant costs; and it violated the cap established in the McDowell settlement by effectively passing through more than $75 million of the amortization of the Price River investment to the wholesale ratepayers. See ALJ Decision at 65,089-90. Ruling for the Power Agency on all three grounds, the ALJ found that AMAX would not have agreed to purchase the mines without the coal contracts, and that the effect of the transaction was to shift a portion of the Price River amortization expense from Indiana Michigan's shareholders to the wholesale ratepayers at the Tanners Creek 4 and Breed facilities. In the ALJ's view, this transfer violated the terms of the McDowell settlement by imposing more than $75 million of the Price River losses on wholesale ratepayers. Violating the settlement, in turn, amounted to charging the ratepayers an unreasonable and excessive price in violation of section 205 of the Federal Power Act. Id. at 65,087-88. Finally, because the sweetener in the contract price covered an amortization expense associated with the Price River mines rather than the cost of the coal, the ALJ ruled that including the full cost of the contracts in its Fuel Stock account violated FERC's fuel cost accounting regulation. Id. at 65,089.
The FERC granted Indiana Michigan's petition for review and reversed the ALJ's decision. Instead of beginning its analysis with the McDowell settlement, the Commission ruled that the ALJ had failed to apply the appropriate legal standard under section 205 of the Federal Power Act, 16 U.S.C. § 824d (1988). See FERC Opinion at 62,-237-39. Analyzing the justness and reasonableness of the contracts under the framework established in its prior decisions, the Commission first examined the record to determine if the Power Agency had raised a "serious doubt" about Indiana Michigan's prudence in entering the contracts. Id. at 62,239. Although the Commission found nothing raising the requisite level of doubt, id., it recognized that the circumstances surrounding these negotiations could foster something akin to the self-dealing existing in transactions between affiliated companies. It therefore went on to apply the more stringent market rate standard it usually employs to determine whether a fuel supply contract between a utility and an affiliated supplier is just and reasonable. Id. at 62,238, 62,241. Based upon a market study prepared by the Commission's trial staff, the Commission concluded that the AMAX contract prices were below the weighted average price for compa rabie coal contracts and were therefore reasonable as required by section 205. Id. at 62,242, 62,244.
While the ALJ had found that the contracts included a premium to offset the loss AMAX expected to suffer on the Price River mines, the Commission concluded otherwise, noting that while the mines were a risky investment for AMAX, they were considerably more valuable to a company with the marketing and distribution networks AMAX possessed than they were to a utility like Indiana Michigan. Consequently, the Commission saw no reason to assume that AMAX had to be "induced" to purchase the mines at Indiana Michigan's breakeven price by including a premium in the coal contracts. Id. at 62,240. Because the contracts did not contain a premium, the Commission concluded Indiana Michigan had not violated the FERC accounting regulations. Id. at 62,245. Regarding the McDowell settlement, the Commission ruled that the Power Agency had not demonstrated either that it applied to the Tanners Creek 4 and Breed contracts, the only contracts challenged in its complaint, or, even if it did apply to those facilities, that the settlement had been violated, since the ratepayers were paying only for coal, not a sweetener or premium, and the price they were paying was below the average price in the market. Id. at 62,244 — 45. The Power Agency petitions this Court for review.
II.
We begin with section 205 of the Federal Power Act, which requires that rates for "the transmission . of electric energy subject to the jurisdiction of the Commission . be just and reasonable." 16 U.S.C. § 824d(a) (1988). "Because 'issues of rate design are fairly technical and, insofar as they are not technical, involve policy judgments that lie at the core of the regulatory mission,' our review of whether a particular rate design is 'just and reasonable' is highly deferential." Northern States Power Co. v. FERC, 30 F.3d 177, 180 (D.C.Cir.1994) (quoting Town of Norwood v. FERC, 962 F.2d 20, 22 (D.C.Cir. 1992)). We are concerned only with whether the Commission has made "a reasoned decision based upon substantial evidence in the record." Town of Norwood v. FERC, 962 F.2d 20, 22 (D.C.Cir.1992).
Applying these standards, we conclude that the Commission was well within its discretion in rejecting the ALJ's reliance on the McDowell settlement and his finding that the contracts contained a premium as the touchstone for determining compliance with section 205. The Commission has long used its prudence and market rate tests to enforce the just and reasonable rate provision of section 205, see, e.g., Ohio Power Co., 39 F.E.R.C. ¶ 61,098 (1987), and we can find no reason why it was not fully justified in relying on them in this case as well. Indeed, had petitioner limited its challenge to section 205 of the Power Act, we would look no further than the Commission's market rate analysis. Since the Commission's obligation under the Power Act is to ensure that consumers pay no more than a reasonable rate, if the market price study demonstrates that the coal contracts are reasonably priced our task is at an end, regardless of whether the contract rate includes a premium of some kind.
Our dissenting colleague takes us to task for adopting an interpretation of section 205 that, in her view, the Commission itself has not proposed. See Dissent at 256-257. While we agree that neither the Commission's brief nor its oral argument was entirely clear on this issue, its opinion was, and it is opinions, not oral arguments or briefs, that we review. See Motor Vehicle Mfrs. Ass'n v. State Farm Mut. Auto. Ins. Co., 463 U.S. 29, 50, 103 S.Ct. 2856, 2870, 77 L.Ed.2d 443 (1983); North Carolina Utils. Comm'n v. FERC, 42 F.3d 659, 663 (D.C.Cir. 1994). The Commission found that the Trial Staffs market study demonstrated that "under the comparable market price test, the prices [Indiana Michigan] paid for AMAX coal were not excessive, and thus the costs for this coal passed on to ratepayers through the Company's rates were not unjust or unreasonable." FERC Opinion at 62,242. The Commission went on to note that " '[t]he market test is an objective test,'" FERC Opinion at 62,245 (quoting Public Service of New Mexico, 23 F.E.R.C. ¶ 61,218 at 61,457-58 (1983)), and accordingly "if the price paid by the utility does not exceed the market price, it does not matter what the particular components of the cost paid by the utility are. As Opinion No. 164 CPublic Service of New Mexico) makes clear, under the market price test, a utility's fuel costs are always examined using a standard of reasonableness which allows the utility to recover the market price." Id.
The Power Agency, however, did not limit its challenge to section 205 of the Power Act; it also alleged that the contracts violated FERC accounting regulations and the McDowell settlement. Resolution of these claims, as we shall see in section III, does turn on whether the coal contract prices contain the alleged "sweetener." Because the Commission made its findings regarding the alleged premium in the context of its prudence analysis, we must review FERC's application of its prudence standard as well as that of its market price test.
We thus begin, as did the Commission, with the prudence standard. It requires a complainant alleging that some aspect of a utility's rate or practice is unjust or unreasonable to present evidence sufficient to raise serious doubt that a reasonable utility manager, under the same circumstances and acting in good faith, would not have made the same decision and incurred the same costs. New England Power Co., 31 F.E.R.C. ¶ 61,047, at 61,084 (1985), aff'd sub nom. Violet v. FERC, 800 F.2d 280 (1st Cir.1986); Minnesota Power & Light Co., 11 F.E.R.C. ¶ 61,312, at 61,645 (1980). If the petitioner clears this initial hurdle, the utility has the burden of presenting evidence sufficient to dispel those doubts. Minnesota Power & Light Co., 11 F.E.R.C. at 61,645. If it cannot, the complainant wins.
The Power Agency's argument that entering the AMAX coal contracts was not prudent rests on the assertion that the contracts contained a premium to compensate AMAX for purchasing the mines. The premise underlying that assertion is that AMAX did not think the mines were worth Indiana Michigan's asking price. To support this proposition, the Power Agency relied on figures taken from a management presentation to the AMAX board which included projections of the cash flow AMAX expected to receive from both the Price River mines and the coal contracts. FERC Opinion at 62,239. In these projections, AMAX's management had assigned a negative net present value to the mines, which, according to the Power Agency, showed that AMAX did not expect to make as much money from the mines as it was paying for them. See Memorandum from J.A. Olsen to AMAX Management, at 13 (September 3, 1985) [hereinafter Management Presentation] in Joint Appendix (J.A.) 322, at 355.
The ALJ found this evidence persuasive, but the Commission did not. Considering the projected earnings figures in the context of the whole presentation, the Commission concluded that the AMAX present value figures reflected an intentionally conservative scenario. For example, while the Price River properties contained reserves sufficient to support production for more than 35 years, the exhibit cited by petitioners included earnings for just 20 years. Id. Under the terms of its lease, AMAX acquired control of the Price River reserves for up to 80 years. See Management Presentation at 9, in J.A. at 331. In addition, the management presentation observed the "significant upside potential" of the properties, stating that "[projected operating costs and realizations are felt to be realistic, and could be surpassed." Memorandum from J.A. Olsen to R.B. Meschke (September 26, 1985) in J.A. at 370, 371; Management Presentation at 4, in J.A. at 326. The presentation ultimately recommended that the Board go forward with the lease, anticipating that the Price River acquisition would solidify AMAX's midwest operations during periods of market uncertainty and provide an opportunity for AMAX to "diversify and expand into a new coal production area where earnings potential is sound and competitive advantage can be gained." Id. at 2, 14 in J.A. at 324, 336. On the basis of this evidence, the Commission concluded that AMAX's management believed that leasing the Price River properties at Indiana Michigan's asking price was an attractive business opportunity with an acceptable level of risk.
Petitioner pointed to other internal AMAX documents analyzing the proposed lease and the supply contracts as additional evidence that the coal contracts included a premium. These documents made frequent reference to the "margin," "net revenues," and "add ons" included in the coal supply contracts. The terms "margin" and "net revenue," the Power Agency claimed, described the premium included in the contracts to compensate AMAX for purchasing the mines at the breakeven asking price. According to the Power Agency, other documents and financial worksheets indicated that American Electric had determined how much to charge for the supply contracts based upon the amount it had to pay for the mines and that a lower price for the mines would lead to a lower contract price. See Brief for Petitioner at 27, 29-32.
Acknowledging that "there may have been a linkage" between the transfer of the Price River properties and the coal supply contracts, FERC Opinion at 62,237, the Commission observed that "AMAX's. and Indiana Michigan's intentions in selecting the prices they agreed to do not establish whether the prices were just and reasonable." Indiana & Mich. Mun. Distribs. Ass'n, 65 F.E.R.C. ¶ 61,087 at 61,527 n. 21 [hereinafter FERC Order Denying Rehearing ]. Instead, the Commission relied on. FPC v. Hope Natural Gas Co., 320 U.S. 591, 602, 64 S.Ct. 281, 287-88, 88 L.Ed. 333 (1944), in which the Court stated that "[ujnder the statutory standard of 'just and reasonable' it is the result reached not the method employed which is controlling." Id.; see FERC Order Denying Rehearing at 61,527 n. 21. Focusing its attention on the results here, the Commission found nothing in the documents cited by the Power Agency which raised serious doubt that the contract prices were exorbitant or unreasonable. To the Commission, the final management presentation relied upon by the Power Agency to support its contention that the contract price included a premium offered another — and perfectly proper — explanation for AMAX's use of the terms "premium" and "margin." That presentation listed three figures for each of the challenged supply contracts: the "base price," the "alternative price," and the "net revenue increase." Management Presentation at 7-8 in J.A. at 329-30. According to the Commission, the text surrounding these figures indicated that for the contracts in question, the "alternative price" represented AMAX's estimation of the price it would have received for the coal in question for short-term or immediate sale on the spot-market over the life of the contracts. The "net revenue increase" in the presentation, the Commission observed, was simply the difference between the long-term contract price and this estimated spot-market price. The Commission thus concluded that AMAX's use of the terms "premium" or "margin" in its other documents described nothing more than the difference between the price under the long-term contracts and the price on the spot-market. Id.
We are satisfied that the Commission's application of its prudence standard in this case is not arbitrary and is supported by substantial evidence. It " 'examined the relevant data and articulated a satisfactory explanation for its action including a rational connection between the facts found and the choice made.' " City of Mesa v. FERC, 993 F.2d 888, 895 (D.C.Cir.1993) (quoting Motor Vehicle Mfrs. Ass'n v. State Farm Mutual Auto. Ins. Co., 463 U.S. 29, 43, 103 S.Ct. 2856, 2866, 77 L.Ed.2d 443 (1983)). This is all we require. Once assured the Commission has engaged in reasoned decisionmaking, it is not for us to reweigh the conflicting evidence or otherwise to substitute our judgment for that of the Commission. See id.
We are equally satisfied with the Commission's application of its market rate standard. Under that standard, the Commission gives "special scrutiny" to fuel supply contracts between a utility and its subsidiary or an affiliated company by comparing the price of the challenged contract to other contracts in the relevant market. See Public Service Co. of New Mexico v. FERC, 832 F.2d 1201, 1212-14 (10th Cir.1987). This comparison serves as "an objective- test that prevents rate manipulation" by "providing] a substitute for the anus-length negotiations that provide objectivity and fair dealing in non-affiliate transactions." Ohio Power Co., 39 F.E.R.C. ¶ 61,098 at 61,279 (1987) (internal punctuation and citation omitted). Indiana Michigan and AMAX are not affiliates. But in light of the allegations that the coal contracts here were negotiated at something less than arm's length, the Commission, after examining the contracts under the prudence standard, went on to evaluate the contracts using the market rate test.
The study prepared by the Commission's trial staff revealed that the prices in both challenged AMAX contracts were lower than the weighted average price of the comparable coal supply contracts surveyed in the two relevant markets. To the Commission, this was conclusive evidence that the AMAX contract prices were reasonable. After all, Indiana Michigan could arguably maintain that any price between the lowest and the highest comparable contract prices in each market should be deemed reasonable. The AMAX prices were not only within that high-low range but in the lower half. See FERC Opinion at 62,241^42. In addition, the Commission found it highly unlikely that AMAX could charge a premium on top of its bona fide costs and still provide coal at a price below the weighted average in the market. Id. at 62,244.
The Power Agency maintains that the Commission's decision to rely on the FERC study was arbitrary. We disagree. The Commission explained that the trial staff study, based upon actual data reported to FERC on a monthly basis, accounted for differing coal quality, the age and duration of the contracts, and the contract size. Id. at 62.242. In contrast, the study submitted by the Power Agency's expert relied on unverifiable estimates of mining and transportation costs. See FERC Order Denying Rehearing at 61,529. The Power Agency points out that most of the comparable contracts included in the FERC study had been renegotiated rather than initially formed during the relevant time period, but the Commission reasonably concluded that these renegotiated contracts provided a meaningful comparison since the negotiating parties could be expected to reach a price near the market price at the time of renegotiation. See FERC Opinion at 62.243.
In sum, the Commission considered the Power Agency's criticisms and explained why, notwithstanding petitioner s concerns, it found the FERC study to be reliable evidence that these contracts were reasonably priced. The Commission's choice is in no way arbitrary, and is precisely the kind of exercise of discretion to which we defer. We therefore affirm the Commission's finding that Indiana Michigan did not violate section 205 of the Power Act by entering the AMAX coal contracts and passing through the full cost of those contracts to its ratepayers.
III.
This brings us, then, to the two issues that do turn on the existence of a premium: petitioner's challenges under FERC's accounting regulation and the McDowell settlement. With respect to the former, the Power Agency contends that Indiana Michigan violated the FERC regulation governing a utility's "Fuel Stock" account—known as "Account 151"—which is designed to capture certain designated expenditures on fuel used to power the utility's generating facilities. See 18 C.F.R. pt. 101, Account 151 (1994). Like its statutory argument, the Power Agency's Account 151 claim rests on the proposition that the coal contract prices included a premium to offset the allegedly unreasonably high asking price for the Price River mines. Such a premium, the Power Agency argues, is not among the items identified as a permissible allocation to this account.
One answer the Commission gives to this argument is the same as its response under section 205 of the Power Act, namely, that even a contract price proven to contain a premium would not violate the Account 151 regulation so long as the price was reasonable under the market rate standard. See FERC Opinion at 62,245-46. But whether an expense was prudently or reasonably incurred under section 205 and can therefore be recovered from a utility's ratepayers and whether that expense may be included in Account 151 are different questions. Thus there are expenses which "while related to fuel and properly recoverable through the ratemaking process if prudently incurred, are not mentioned in Account 151 and there fore not properly assigned to that account." Indianapolis Power & Light Co., 48 F.E.R.C. ¶ 61,040, at 61,201 (1989); Minnesota Power & Light Co. v. FERC, 852 F.2d 1070, 1072-73 (8th Cir.1988). For example, the Commission has refused to allow utilities to allocate several types of prudently incurred expenses to Account 151, including attorneys fees and litigation costs arising from efforts to reduce fuel supply costs; limestone used to reduce pollution from burning coal; audit fees incurred evaluating a coal supplier's annual invoice; and an adjustment related to a utility's acquisition of a fifty percent interest in rail cars used to transport fuel. See Cities and Villages of Bangor v. FERC, 922 F.2d 861, 863-64 (D.C.Cir.1991) (citing Electric Coops, of Kansas, 14 F.E.R.C. ¶ 61,176 (1981); Minnesota Power & Light Co., 39 F.E.R.C. ¶ 61,192 (1987); Indianapolis Power & Light Co., 48 F.E.R.C. ¶ 61,040 (1989); Kansas City Power & Light Co., 42 F.E.R.C. ¶ 61,249 (1988)). In light of these precedents, we do not believe that a utility could assign to its Fuel Stock Account the full price of a contract which contained a "premium" to cover the cost of, for example, its acquisition of rail cars, even if that contract were priced reasonably near the relevant market rate for coal, without violating the Account 151 regulation. The Commission's broad pronouncement in this case that any invoice price within a reasonable range of the relevant market can be allocated to Account 151, however, would seem to allow just such a result.
Had the Commission relied on this proposition alone, we would have no choice but to remand for a more reasoned and thorough discussion of this departure from Commission precedent. But the Commission also rested its decision on its conclusion that the contracts did not contain a premium, a conclusion that, as we note above, is supported by substantial evidence. While the dissent maintains that the Commission failed to take into account evidence in the record that could be read to support the existence of a premium, we are satisfied that the Commission considered the entire record and that its finding is supported by substantial evidence, particularly in light of the market study showing that the contracts were priced below the weighted average price of comparable contracts. Because we will "sustain an agency decision resting on several independent grounds if any of those grounds validly supports the result, unless there is reason to believe the combined force of the[ ] otherwise independent grounds influenced the outcome," Carnegie Natural Gas Co. v. FERC, 968 F.2d 1291, 1294 (D.C.Cir.1992), and because we have no evidence that the latter occurred, we affirm the Commission's finding that Indiana Michigan did not violate the Account 151 regulation.
We turn finally to the McDowell settlement. According to the Commission, the only Indiana Michigan generating facility expressly covered by the settlement agreement is the Tanners Creek 1-3 facility, the one contract the Power Agency did not challenge in its complaint. However, perhaps because the Commission was not entirely certain that the settlement's $75 million cap on the amount of the Price River amortization chargeable to wholesale ratepayers did not apply to ratepayers at Tanners Creek 4 and Breed, it went on to rule that even if the McDowell settlement did apply to the Tanners Creek 4 and Breed facilities, petitioner had not demonstrated a violation. FERC Opinion at 62,244-45. We sustain that ruling for the same reason that we affirmed the Commission's ruling on the fuel account regulations: the Commission's finding that the contract did not include a premium to offset the price paid for the mine is supported by substantial evidence.
For the foregoing reasons, we deny the petition for review.
So ordered.