Control Number : 41955
Item Number: 1
Addendum StartPage : 0
DOCKET NO: 9 f `s. W
APPLICATION OF KOCH POWER § PUBLIC UTILITY COMMISSION-
SOLUTIONS, LLC OF TEXAS
APPLICATION OF KOCH POWER SOLUTIONS, LLC PURSUANT TO SECTION 39.158 OF THE PUBLIC UTILITY REGULATORY ACT
TO THE HONORABLE PUBLIC UTILITY COMMISSION OF TEXAS:
Pursuant to Sections 39.158 and 39.154 of the Public Utility Regulatory Act ("PURA"), '
Koch Power Solutions, LLC ("KPS" or "Applicant"), a wholly-owned, indirect subsidiary of
Koch Industries, Inc., submits this application for approval of the proposed merger of its wholly-
owned subsidiary, Koch Power Solutions II, LLC, with and into Odessa Power Holdings, LLC
("Odessa Power"). Odessa Power directly or indirectly owns one hundred percent of the issued
and outstanding limited liability company interests or partnership interests in (i) Odessa Power,
LLC, a Delaware limited liability company ("OP"), (ii) Odessa-Ector Power I, LLC, a Delaware
limited liability company ("OEP I"), (iii) Odessa-Ector Power II, LLC, a Delaware limited
liability company ("OEP II"), (iv) Odessa-Ector Power Partners, LP, a Delaware limited partnership ("OEP LP"), and (v) Odessa-Ector Power Partner Services, LLC, a Delaware limited
liability company ("OEP Services"). Odessa Power, OP, OEP I, OEP II, OEP LP and OEP
Services are referred to collectively herein as the "OEP Companies".
The OEP Companies own and operate the Odessa-Ector Power Partners, LP generating
facility (the "Odessa Facility"), a 1,000 MW combined-cycle, gas-fired generating facility
TEX. UTIL. CODE ANN. §§ 39.158, 39.154 (West, Westlaw through the 2013 Third Called Session of the 83rd Legislature). located in Odessa, Texas, within the Electric Reliability Council of Texas ("ERCOT"). The
Odessa Facility holds Power Generation Company Registration Number 20001, issued by the
Public Utility Commission of Texas ("PUCT" or "Commission") on October 11, 2000. As a result of the proposed merger, the OEP Companies will become wholly-owned subsidiaries of
KPS, and indirect wholly-owned subsidiaries of Koch Industries, Inc. INVISTA S.a.r.l.
("INVISTA"), an indirect, wholly-owned subsidiary of Koch Industries, Inc., owns and operates a nylon intermediates manufacturing facility in Victoria, Texas, within ERCOT, which includes a 90 MW gas-fired, topping cycle generating facility that is a Qualifying Facility (the "Victoria
Facility"). The Victoria Facility holds Self Generation Company Registration Number 70061, issued by the Commission on March 18, 2013.
Koch Industries, Inc. also owns Georgia-Pacific LLC which, in turn, owns all of the equity interests in ten separately incorporated entities that own qualifying cogeneration facilities
in the southeast region of the United States. These ten separately incorporated entities are: (i)
Georgia-Pacific Brewton, LLC, (ii) Brunswick Cellulose, Inc., (iii) Georgia-Pacific Cedar
Springs, LLC, (iv) Georgia-Pacific Consumer Operations, LLC (Palatka), (v) Georgia-Pacific
Consumer Operations, LLC (Port Hudson), (vi) Georgia-Pacific Consumer Products, LP
(Naheola), (vii) Georgia-Pacific Consumer Products LP (Savannah), (viii) Georgia-Pacific LLC
(Crossett), (ix) Georgia-Pacific Monticello LLC, and (x) Leaf River Cellulose, LLC. These
entities are referred to collectively herein as the "Georgia Pacific Companies".2 The Georgia
Pacific Companies own and operate a combined total of approximately 975 MW of generating
capacity in the SERC power region. Approximately 215 MW of this capacity is located in the
` A copy of the Georgia-Pacific Companies' most recent triennial market power analysis submitted to the Federal Energy Regulatory Commission on December 14, 2011, is attached hereto for informational purposes as Attachment 1.
2 Entergy balancing authority area and is arguably capable of being delivered into ERCOT over
one or both of the High Voltage Direct Current ("HVDC") Ties that connect ERCOT with the
Eastern Interconnection. The remainder of this generating capacity is located in the Southern
Company balancing authority area (approximately 572 MW), the Southern Mississippi Electric
Power Association balancing authority area (approximately 100 MW), and the Florida Power &
Light Corp. balancing authority area (approximately 88 MW).
The combined generation owned and controlled by KPS and its affiliates following the proposed merger may exceed one percent of the total electricity offered for sale in ERCOT.
However, the combined generation owned and controlled by KPS and its affiliates following the proposed merger will be far below the twenty percent threshold that would trigger further review of the proposed merger under PURA § 39.154. Further, the combined generating capacity owned and controlled by KPS and its affiliates following the proposed merger will not exceed one percent of the total electricity offered for sale in the SERC power region. In light of these factors, KPS requests that the Commission grant its approval of the proposed merger on an expedited basis.
1. BACKGROUND
The Commission has jurisdiction over this application pursuant to PURA § 39.158.
Section 39.158 requires that owners of electric generation facilities that offer electricity for sale in Texas obtain the approval of the Commission before closing any proposed merger, consolidation or affiliation transaction if the electricity offered for sale by the merged, consolidated or affiliated company will exceed one percent of the total electricity offered for sale in the applicable power region. Section 39.158 further provides that the Commission shall approve the transaction unless the Commission finds that the transaction will result in a violation of PURA § 39.154.
PURA § 39.154 provides that, beginning with the implementation of customer choice, a power generation company may not own and control more than twenty percent of the installed capacity located in, or capable of being delivered to, the applicable power region. As demonstrated in Attachment 2, the proposed merger will not result in KPS or its affiliates owning and controlling twenty percent or more of the installed capacity located in, or capable of being delivered to, ERCOT or SERC. Accordingly, the Commission has jurisdiction over, and under the statutory standard is required to approve, this application.
II. AUTHORIZED REPRESENTATIVES AND ADDRESSES
KPS's principal executive offices are located at 4111 East 37`h Street North, Wichita, KS,
67220. KPS's representatives in this proceeding are:
William F. Henze II Jones Day 717 Texas, Suite 3300 Houston, TX 77002 1.832.239.3603 (telephone) 1.832.239.3600 (facsimile) [email protected]
Matt Ellis Senior Counsel Koch Companies Public Sector, LLC 4111 East 37th Street North Wichita, KS 67220 (316) 828-5691 (telephone) (316) 828-8866 (facsimile) [email protected]
III. RELIEF REQUESTED
KPS requests that the Commission approve the proposed merger pursuant to PURA
Section 39.158 and 39.154. KPS proposes to close the transaction on the earlier of (a) 120 days
4 following the date of the filing of this application, or (b) promptly following the acquisition of all required regulatory approvals and the satisfaction of all other conditions precedent thereto.
PURA Section 39.158 states that the Commission "shall approve the transaction unless the commission finds that the transaction results in a violation of Section 39.154." PURA
§ 39.154 provides that, beginning with the implementation of customer choice, a power generation company may not own and control more than twenty percent of the installed capacity located in, or capable of being delivered to, the applicable power region. KPS respectfully requests that the Commission approve the Transaction as expeditiously as possible, and, to that end, includes in Attachment 2 detailed information, supported by affidavit, regarding the amount of installed capacity that will be owned and controlled by KPS and its affiliates in ERCOT and
SERC. As discussed below, the information provided in this application clearly demonstrates that Applicants' combined capacity share will not exceed the twenty percent limitation in either
ERCOT or SERC. Because the relevant inquiry under PURA is limited to whether the proposed transaction would cause Applicants' combined capacity share to exceed the twenty percent threshold, and the relevant facts and law in this regard are clear, expedited consideration of this application is warranted.
IV. THE PROPOSED MERGER WILL NOT RESULT IN A VIOLATION OF PURA § 39.154
A. ERCOT
Following the consummation of the proposed merger, KPS will indirectly own one hundred percent of the Odessa Facility and will be affiliated with INVISTA, the owner of the
Victoria Facility. The Odessa Facility and the Victoria Facility are interconnected only to the
ERCOT power region. A list of the total direct and indirect ownership interests in installed generating capacity that will be owned and controlled by KPS and its affiliates following consummation of the proposed merger is provided in Attachment 2 to this Application.
Attachment 2 was prepared in accordance with the Commission's Substantive Rules, § 25.91 and
§ 25.401.3 As shown in Attachment 2, following the consummation of the proposed merger,
KPS and its affiliates will own and control 1089.9 MW of installed generation capacity in
ERCOT. The total installed generation capacity in ERCOT, based upon publicly available information from ERCOT, is 76,915 MW.4 Thus, the total amount of installed generation capacity directly or indirectly owned and controlled by KPS and its affiliates will be 1.42 percent of the total ERCOT generating capacity, well below the twenty percent limit established in
PURA § 39.154. Accordingly, the Commission should approve the proposed merger.
The generating capacity owned and controlled by the Georgia Pacific Companies would need to be wheeled across at least two balancing authority areas to reach the HVDC Ties, and would be subject to the import limitations of those Ties, and thus is not capable of competing to displace ERCOT generation. Nonetheless, even if the ownership interests of the Georgia Pacific
Companies in generating capacity within SERC, which also is listed in Attachment 2, were included in the calculation of the market share of KPS and its affiliates within ERCOT, following the consummation of the proposed merger, KPS and its affiliates would own and control only 2.68 percent of the total generation capacity in or capable of being delivered to
ERCOT, still well below the twenty percent limit established by PURA § 39.154.
B. SERC
The proposed merger will not result in a violation of PURA § 39.154 with respect to the
SERC power region. As shown on Attachment 2, KPS and its affiliates own and control
3 16 TEX. ADMIN. CODE §§ 25.91, 25.401 (West, Westlaw through September 30, 2013)
`` See Report on the Capacity, Demand, and Reserves in the ERCOT Region, May 2013, available at http://www. ercot.com/co ntent/news/presentations/2013/CapacityDemandandReserveReport-May2013.pd£
6 approximately 975 MW of generating capacity within SERC. Even assuming that all of the energy from generating units owned and controlled by KPS and its affiliates in ERCOT could be transmitted to SERC over the existing HVDC Ties, the proposed merger would not result in KPS and its affiliates owning and controlling twenty percent of the generating capacity in SERC.
Assuming all of the energy from the Victoria Facility and all of the energy from the Odessa
Facility were capable of being transmitted to SERC, KPS and its affiliates would own and control only 0.7 percent of the generating capacity in SERC.5 Thus even using the most conservative calculation of the market share of KPS and its affiliates, the proposed merger would not result in a violation of PURA § 39.154. Accordingly, the Commission should approve the proposed merger on an expedited basis.
C. NO OTHER KPS GENERATION IN TEXAS
Neither KPS nor any of its affiliates own and control any other power generation facilities in Texas. All of the power generation facilities owned by KPS and its affiliates in or capable of delivering electricity to Texas are listed in Attachment 2.
V. AFFIDAVIT IS SUPPORT OF APPLICATION
Attached to this Application as Attachment 3 is the Affidavit of Kurt Kolbeck, Senior
Vice President of Koch Energy Services, LLC, the direct parent entity of Koch Power Solutions,
LLC, attesting to the facts set forth in this Application and, in particular, in Attachment 2.
VI. NOTICE
The only other entities affected by this Application are the OEP Companies. KPS is providing a copy of this Application to the OEP Companies contemporaneously with the filing of
Based on total generation capacity in SERC of 281,379 MW. See SERC Reliability Corporation Information Summary, July 2013, available at http://www.serc l .org/Documents/SERC/SERC%20Publications/Information%20Summary/2013 %20Information%2 OSummary%20Brochure%20(July%202013 ).pdf. this Application. A copy of the proposed public notice regarding this Application for publication in the Texas Register is attached hereto as Attachment 4
VII. PROPOSED PROCEDURAL SCHEDULE
KPS proposes to close the transaction on the earlier of (a) 120 days following the date of the filing of this application, or (b) promptly following the acquisition of all required regulatory approvals and the satisfaction of all other conditions precedent thereto. Because this Application, including the attachments hereto, clearly demonstrates that the Commission should approve the proposed merger, KPS respectfully requests that this Application be processed under the following proposed procedural schedule:
October 29, 2013 Staff comments on sufficiency of Application and Notice.
November 1, 2013 Notice published in Texas Register.
November 15, 2013 Deadline for intervention, intervenor comments and intervenor requests for hearing.
November 18, 2013 Deadline for Commission Staffs recommendation or request for a hearing. November 22, 2013 Deadline for KPS to request a hearing, and responses, if any, to intervenor comments, and Commission Staff's recommendation.
November 29, 2013 If no disputed issues, deadline for parties' proposed order, including findings of fact, conclusions of law, and ordering paragraphs.
December 6, 2013 Deadline for proposed order to be issued.
December 12, 2013 Deadline for parties' proposed corrections to proposed order.
December 19, 2013 Open meeting to approve final order.
8 VIII. CONCLUSION
WHEREFORE, PREMISES CONSIDERED, KPS prays that the Commission enter an
order approving the proposed merger pursuant to PURA § 39.158.
Respectfully submitted,
KOCH POWER SOLUTIONS, LLC
By: William F. Henze II State Bar No. 09498825 Jones Day 717 Texas, Suite 3300 Houston, TX 77002 1.832.239.3603 (telephone) 1.832.239.3600 (facsimile) wfhenzer«Jonesdav com
Attorney for Koch Power Solutions, LLC
wai-31460i5v I 9
9 Attachment 1
AN
1€"1 G. Street, N.E., Suite ?I cl. tbrrshirag rurf,, D.C. -7 0002, (?0"') 609-9^.'6Z uco-lc-nv,net
December 14, 7011
Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory ConunissI011 888 First Street, N.E. Washington D.C. 20246
Re: Gc'rlPt^,7iu-Pacific Brewton LLC Docket No. ER08-1 126-003) Brunswick C'ellulase, Inc., Docket No. ER08- 1128-003 Georgia-Pacific Cedar Springs L LC, Docket No. FEt08-l 129-003 Ciec>r^-,icr-Pirclfic Consumer Operations LL(", aka Palatka. Docket No. ER08-1 I30-003 (iior,i^iu-Pcrcafic Consumer OperutivtzsLLC; aka Port Matson, Docket No. FROS-1 131-003 Geor'.,-ia-Pcxcijrc Consumer Products LP, akcr Auhc>oIa. Docket No. ER08-1 i 34-{?{)ti3 CiEorgiu-Purific: Consumer Products LP, aka Savannah, Docket No. ER08-I I35-003 Gctrrgiu-Pacific LLC, crLa Crossett. Docket No. LR08-1136-001 t;c clrgir^ I'ucrfi^ ;^fur^ticetlo LLC. Docket No. ER08-.1137-003 Leaf Rivur C"Lrlltrlose, LLC^, Docket No. EROS-] 139-003
Dear Madam Secretary;
Pursuant to Subpart 1.-I of Part 35 of the rules and regulations of the Federal Energy
Regulatory Commission (the "Tt:;RC" or the "t..^ominission"), as set forth in Order No. 697 and subsequent Orders,' the above-captioned entities (hereafter the "Georgia-Pacific Entities" or the
"Al?plicxats") submit their triennial nzar^.et-power filing for the Southeast region. The Georgia-
' Market-Based Rates for Whc;le,^ule Scales crf`1;lectric Energ,-, Capacity and r3r?ciltarv Services by Public Liifrries, Order No. 697, 77 I`ed. Reg. 34,904 (Juiu,20, 2007), FE-i2{` 4tats. & R.egs: 131,252 {2007}, order on etcrrifrc°uziora, 121 T'FTtC'1b 1`2-60 (20071. orcier ora rel: g. Order No. 097-A. 73 Fed. Reg. 25,837 (May 7, 2408), 123 FERC 61,054, order on rch',; Order No. 07-13, 125 FERC T 01.7.26 (2(}08). I I : } a 4 c,.
10 Pacific Entities were designated "Category II Sellers'2 for the Southeast Region by a Letter
Order, issued in the above-listed Dockets on Septeniber 19, 200S.3
The Applicants' filing, includes this cover letter and the following documents:
1_ Charts listing all of the power generation; electric power transmission and/or distribution: and intrastate natural gas pipeline and/or storage assets that are related to the Georgia- Pacific FIntities in North America;
2. Analyses demonstrating that the Georgia-Pacific Entities pass the Wholesale Market Share Screen in the relevant balancing authorities:
3. Analyses demonstrating that the Georgia-Pacific Entities pass the Pivotal Supply Screen in each season of the electric generation years. in the relevant balancing autfiorlties-. and
4. A notice of filing and certificate of servi:ce:
1. COMMUNICATIONS
Communication or correspondence about this filing may be directed to the follwNring people Philip Zirngihl. S. Lorraine Cross Geort?ia.-Pacific. LLC Cross & Company PLLC 113 Peachtree Street NF 10 G. Street. N.E. Atlanta, Georgia 3(}3()3 Suite 71() (404) 052-7188 Washington, D.C. 20002 p2irngi^r^?gttpac.con-t (202) 609-9862 [email protected] Nwlan7in L. Waldrep 4 Georgia-Pacific 1.I_E.' Senior Counsel -- Clieni'cals, Transpor`tal;on Energy 1I3 Peachtree Street. NE Atlanta, Georgia ;t)3() i (404) 652-4843 [email protected]}m
2 Category 11 Sellers control through ownership or affiliation 500 MWs or more of generation capacity within adetined, c`raphic market, i:e. Northeast; Midtivest; Soittheast: Southwest Power Pool; Soothtil'est (including the California Independent System Operator); and the Northwest.
3 (: o)•gi{a-PaCrfic Brt IVIOYt TLC, e1 at, Docket No. F:EZ08-1 126-000 et al., urii' K cEt SrtjTr Ti' ^ru^ IYadi'tt >, IF, Dctck,et Nu, l R{t? I(tt}t} ti(){), "tilanc^t 13aaed Rate Authcxiaation," (September d9. 20{)S) (unpublished Idler order).
' 1'he C;eor-ia-Pacific T:ntities respect fia(ly request waiver of Section 385.2(}3(b)(3) t fthe (`olnrnission's regulations. as ptEblished a t 18 tw:F.R. § 395.:03()t(3) 2010, to permit zhe tiesigmatiott of wore than mu persons for service in this matter. 21 P a g,,:
11 II. DESCRIPTION OF THE C.EURGIA-PACIFIC ENTITIES AND RELATED COMPANIES
The Georgia-Pacific d'n[itics are ten ( }{:3} separately incorporated qualifying cogeneration facilities locatecl in the Southeastern electric markets of the United States. All are authorized to sell vvtiolesale electricity, pursuant to amarket-based. rate tariff on file with the Commission.s
Georgia-Pacific LLC has 973.91vIWs of generation capability,, disbursed throughout the region:
,,^4 571.9 MWs within the balancing authority of the Southern Companies (SOCO");
100 MWs AN ithin the balancing authority of Southezn. Mississippi Electric Power Association ("SMEPA"):
vt 214.5 MWs within the balancing authority of Entergy Corporation-, and
4 87.5 MWs within the balancing authority of Florida Power & Light Corp.
(GLFL.C^ ').
The Georgia-Pacific Entities filed a Notice of Change of Status on August 12, 2010,
informing the Commission that their parent corporation, Cetr,gia-Pacific LLC, had acquired the
assets of Alabama River Pulp Company, Inc., including a large qualifying cogeneration facility
(Alahania River Cellulose LLC, hereafter '-Alabama River"). Alabama River's electrical energy
and capacity is sold to Alabama Power t'onipanti. pursuant to a long-term agreement subject to
the jurisdiction of the Alabama Public Service Commission. Because Alabama River is located
in SOCO's .balancing authority, the Applicants InclUded Alabama River's generation capacity in
their Wholesale Market Share, and their Pivotal: Supply screens for SOCO's balancing authority
(please see: Attachments 2.1 and 3.3).
$ t",enr°gicx-Puc#ic l3rc>wtan L•LC. et. al. Docket No. EROS-11.26-000, -00 €(September l9, 2(}08) (letter order), 3 1t'a-:t^
12 111. DESCRIPTION OF THE APPLICANTS' PAREN'r CORPORATIONS
The Georgia-Pacific Entities are separate corporate entities that are affiliated with one another through C,eorgia-Pacific LLC (formerly (3eorgia-Pacific Corporation) a nationally recognized manufacturer of paper products and building materials.
The ultimate parent of Georgia-Pacific LLC is Koch Industries, Inc, (. Corporation. KIT is involved in a diverse array of businesses including crude oil and refined petroleum products, natural gas and. other hydrocarbons, chemicals and chemical technology, petroleum coke, slag., cement and other dry bulk commodities, fibers and polymers, forest and consumer products, as -%veli as commodity and financial trading. financial services, and ranching. In previous flings, the applicants "-ere joinecl by Koch Supply &Trad:ing, LP (.K.S&T"), an. energy marketer and indirect subsidiary company of KIT. KS&T cancelled its (KS&T's) wholesale electric tariff, effective September 30, 2(}11 (please see: Koch Supply & Trading, LP, FERC Docket No. ER11-43I6-tJ{3(.) (September 20, 2(}11) (unpubiishecl letter order): IV. MARKET POWER ANALYSES A. The Georgia-Pacific Entities Lack fforizontal Uarkc=t Power. The Commission's regulations require that wholesale generators that are authorized to sell electricity and related products at market-based rates demonstrate that they lack horizontal market power in electric generation markets in a trienrzial filing, at a minirriurn.6 For this purpose, the Commission provides two screening analyses: (1) the Wholesale MaAct Share Screen is intended to evaluate the market share of related generators within a balancing authority t The Commission requires additional M?rket power analyses in the context of merger-, and See; Ret'Isecl Filing Recduit•ertcnt.s under Part 33 af'F?tr C' trrn^i.ssir rt's l 13 during each season of the year. The Pivatal. Supplier Screen is used to evaluate an applicant's market share during peak periods. If an Entity passes both screens, a rebuttahle presumption arises tha.t the Entity continues to lack horizontal market power. The Georgia-Pacific Entities pass their Wholesale Market Share Screen analyses, in each season, for: 4 S4CC't (Attachment 2.1); 4 Entergy ( _Attachincnt 2.2); ^14 SMEPA (Att•aclnient 2.3); and 4 FPL (Attachmetit ?.4). The Georgia-Pacific Entities pass their Pivotal. Supply Screen analyses for: 4 SOCO (Atiachmtnt 3.1 ); Entergy (Attachment 3:2), ^i SNILP:1 (Attachmertt 3.3); and. ,k FPL (Attachment 3.4), B. The Georgia-Pacilric Entities Do Not Exercise Vertical Market Power. The Georgia- Pact iic Entities affirmativelyely state that: neither the Georgia-Pacific Entities-, nor their affiliates or parent corporations (Georgia-Pacific LLC and ultimately Koch Industries, Inc.). have erected barrier to entry i^^^: the relevant iiiarkets of the Georgia-Pacific Entities, nor ,wrill they erect barriers to entry in such markets in the future. The Georgia -Pacific Entities do not okvn, control, or operate any interstate electric transmission or dastrihutic}n facilities (other than facilities necessary to connect their respective generating resources to the interstate transmission grid) in the relevant balancing authorities. For completeness, they disclose (in Attachment, 2.3) that Flint Hill Resources Corpus Christi, LLC 5^^l age 14 ("FTIR"), a subsidiary of 1i11, owns a-50% interest in a 138 kV electric delivery line near Corpus Christi, rlexns. "the delivery ?ine, IS jointly ovnec1 with fii#go Refining and Chemical Company, LP ("Citgo") and is used for the limited purpose of rce:eivizlp., Ix)w°er froni Corpus Christi Cogeneration LP, an unrelated third party that generates electricity deliverable to nearby refineries owned by I'HI2 and by Citgo. The Applicants further disclose that various related companies own natural gas stub lines for the limited purpose of conneeting to interstate pipeline facilities and re-delivering natural gas to affiliated industrial end users. One of these stub lines is a jurisdictional interstate pipeline, named Crossett Pipeline. Because of its small. size and limited purpose, the Crossett Pipeline was granted awaive,r from the Commission's open access transportation requirements.7 The Georgia-Pacific Lntities do not own or control itatrast:a.te pipelines or natural gas storage assets (please see- Attachment 1.4); rail transportation or barge traffic in commerce; coal mines or equipment; or other significant inputs into electric generation. V. CONCLUSION WHEREFORE, the Applicants, the C.aeargia-Paiitic Entities, respectfully reqUCSI, the Comrnission, to accept their triennial market-power filing., pursuant to Order No. 697 and the rules and regulations established thereunder, and affirm the market-based rate authority previously grantect to the C;^:c>rbia-i''acitic Entities. Respectfull^ subtnitted, GE(}RC:IA-PACIFIC ENTITIES By: Is/ S. I,cc•raine Crc^ss Cross & Company PL,LC Suite 7 10, 10 G. Street, N.E. W ' G^ 61 P a L, t, 15 ^',eorgia Pacific Brewton LLC Docket No. ER08-1126-003 et al Triennial Mark-et-Power Update Taecember 14, 2f111 A tt:iehment 1.1 GENERATION ASSETS WITHIN S(3CO'S BALANCING NurijoRiTy Filing Docket Generation Owned t.iv Controlled Date Location In- Nameplate Entity No. Name By Control Service and/or Transferred Date Seasonal and Balancing Appendix Energy Rating Affiliates -.__. Authoriry D Region Cieorgia- CiP* 1~'.R()8- Naheola Pacific Georgia- 2005 SOCO Southeast QF9O- 78.3 1134- Mill Consumer Pacific 215 MWs. 000 Products LLC LP GP* EROS- Brunswick Brunswick Georgia- 2005 SOCO Southeast QF86- 72.2 1128 Cellulose, Pacific 749 MWs. ..000 Inc. 1.LC (rl'<)roi:3,- Georgia- GP*C"xP* EROS- Cedar Pacific 1?" "c 161 c 2005 SOCO Southeast QF93- 101_2 1. 129- Springs Cedar TLC` 114 MWs. 0{1(1 Springs I.LC _....^..^. Georgia- C3P'* 1:>R08- Sax-annah Pacific Georgia- 2005 SOCO Southeast QF86- 140.4 1 135- River Consumer Pacific 609 MWS. 000 Products LLC ^.P - ^ - Ciez)rgza- C^I f?8- GP* E}tE}8- Brewton Pacific Georgia- 2005 SUCO Southeast 580- 45.40 1126- Brewton Pacific 000 MWst 000 I1c LLC Alabama Q}'10- CiP* EROS- Alabama River Georgia- 7-34-10 SOCO Southeast 485- 134.4 1126- River Cellulose Pacific 002 MWs t?{){f f,I.C LLC GP* refers to the fi>I {oming: i;corgit:r-f'ac fic I;'rewtor L/.( '. Docket No. ER08-1126-{)03; Brunswick Cellulose, Inc., Docket No. I=;R08-1 128-003: (; 16 Georgia-Pacific Brewton LLL Docket No. ERt}S- I 126-0{}3 et al. Triennial Market-Power Update Dewmber 14, 2011 Attachment 1.2 GENERATION ASSETS IN OTHER SOUTHEASTERN BALANCING AUTHORITIFS Filing Docket Generation Owned BY Controlled Date Location In- Nameplate t,tititg and No. Name By Control Service 3nd%or Energy Transferred Date Seasonal Affiliates Balancing Appendix Rating Authority D Region UP* ER08- Crossett (Jeorgria- Georgia- 2()()5 Enttrrgy Southeast QF93- 92 1136- Pacific Pacific 137 W s. 000 LLC LLC GP* "R08- Port Georgia- Georgia- 2005 i-.:st€ergy- Southeast QF$U- 122.5 1131- Iludsozl Pacific Pacific ; 612 MWs. 000 Consumer LLC Operations LL(' GI'* 1'R0$- Monticello ^rgia- Georgia- "005 SMIPA Southeast QF93- 5{ 1137- Piic Pacific 118 1V1'VVs- (lf}(? Monticello LLC F LL4 -« GP* ER08- Leaf River Leal ltiver C`Teargia- 2005 SMEPA Southeast QF"93- 50 1139- Cellulose, Pacific 116 MWs (}00 Georgia- GP* ER08- Palatka Pacific C`"^CC?r^itz- 2005 FPL Southeast tZF90- 87.5 1130- Consumer Pacific 183 MWs. 000 Operations LL(:; I LLC GP* refers to the following: ttior{lu-i'a iJit Brzatatz LLC, Docket No, I 17 > tz) -^ d C) C-°aa ^. ^, '•S tt^• i^,I K4 ^ fC . t3 ^` t'i^ ^^. ^ rf4 4 c' = ^. Ir ^^, ^•^ m Qc•-r ^r » ow ; -^ ^ ^0 C".+ C^s `.:• r rp n .,,, CC e,n rl ^ C3 L ^ c' ^^ © ~ t1r t^h -.. ^. r . _ it tY4 ^ ^•^^ To' --- ` v r^o "^ A^ c . . . . zz. . c}} r 3 ^ ^ D p ;^• __ -• -^ ^ ,t'] . -" ^• ^'= = . ,^ ^. (D * C n n '. u } rs _. C^ ^ - ^ r ,^ ,r, • `i Q T :^.. 00 Qo ^ 2N 77 •^^ ^1^ • r'a . _ ... ^. ^ ^, ^• OZ. '"k'a. ^•i £1,:. ^-" L 18 C'reor gia-Pacific Brewton LLC Docket No. EROS-1 126-003 et aL Triennial Market-Power Update Dccembcr 1.4, 2011 11ttLtchmcnt 1.4 INTRASTATE GAS PIPELINES AND STORAGE FACILITIES Filing Entity Asset Name Owner Controlled Control Balancing Appendix Capacity ^ ^Jse By Transferred Authority T,} Region Area GP* N () NF N/A N/A N/A NI1A N/A N/A GP* refers to the f-oll^^wing' Gcor;,ia-Pz:rcil'ic Brewton LLC; Docket No. E(t08-I 126-,t}i)3: Brunswick CelJufose, Ina, Docket No. EFt08-1128-(}03; Geor^;ia-Pacific Cedar Springs 1,L{:; Docket No. k'1208-1 129-003; Crearl;ia Pacific. Comurner Operations LLC, aka Palatka, Docket No. EROS-1130-003; Georgia-Pacific Consumer 01201-atiorts LLC, aka Port Hudson, Docket No. EROS-I 131-003; Georgia-Pacijic Consumer Producis LP, aka rVaheola, Docket No. ER0S-1134-0003; Georgia-Paci^ic Consumer Products LP, aka Savanrialr, Docket Na. "Et208-1134-003; Gear^ia- .P-aefflicLLC. aka C"rossEtt, Docket No. E12.0S-1_136-003; Georgia-PaciJic Monticello CLC; Docket No. ERt}S-l 137- U03; and Leaf Ricer- Ceflulrrse, LGC, Docket No. EROS-1139-003. 19 Ueorgiti-YEtt:ifii; Brewton LL1n.' Docket No. hR.08-1126-003 otttl Tricanial Market Power UPdatc December 14, 2t111 Attachment 2.1 PIVf)TAi.. S1.) 1'E'I,1E.R SCREEN SOCO BALANCING AUTHORITY Seller/Affiliate Capacity MW Reference A Instal led Capacity 571.9 Attachment LI B Long-Term Finn Purchase - Attachment 1.1 C Long-"['erin Finn Sales - Attachment 1. 1 D Imported Power - Attachment 1.1 Non-Affiliate Capacity B installed Capacity 55,776.S S(}t,(? Flllng* F Loma -Term Firm Purchases 5,186 Attachment 8 G Long-Terrnlirm Sales (6_9661) (Noveinber4, 2011) K Imported l'ow'er 4,961 1 Balancing Authority Area Reserve Requirement (2,041) ^ Applicants' Share of 'Reserve Requirement - K Total Uncommitted Supply i 52,474 (A -I3-!-C+D, Load L Balancing Authority Area Annual Peak Leak 42,033 M Average Daily Pcak Native Load in 1Te3.1C Month (37,647) N Applicants' Dail-,, Peal, Native Load - 0 Wholesale Load 4,386 (.t.'#'NI) P Net Cinc0111mittetl Supply 48.088 (K-0) Q Applicants' Uncommitted Capacity 571.9 (A+$--C+L}+,T-€-N) R Results of Pivotal Supplier Pass Pass if (Q *tllcrhwna Power Co., Docket No. ERIO-2881-002 et aL, -Updated Market Power Analysis for Southeast Region." (June 30,2011); (rllubanka Poit-c>r Co., Docket No. ER? t)-288 1-UCt2 e1 al., (Novm1?er 4, 2011 ). 20 Ueorg.ia-t' ,tc i Ci t: Brewton LLC Docket No. I;R08- t 12fr-003 el cat Triennial Market Power (_! pdate Llecerrttit•'•r 14, 2011 Attachment 2.2 PIti't?TAI, SI i PPIJER SCREEN EN'l'ERGY BALANCINC AUTHORITY Seller/Affiliate Capacity MW Reference A I^tstalled Capacity 2l4.5 Attachment I B L,ong-Term Firm Purchase - Attachment l. C long-Tea-tn Firm Sales - Attachment 1 D Imported t'owerr - Attachment I ------_ _ ^. ( Non-Affiliate Capacity E Installed Capacity 45,62(} Fntergy Hing* F [ ,cxxir-1'ernt Firni Purchases 2,474 Exh. 'Vt [ ; A-2 G [.(?n:.,r- t erin Firm Sales - H Imported Power 1,185 I Balancing Authoriq Area Reserve Requirement (I ,25 7) ^ Applicants' Share c>I'Reserve Requirement - K Total Uncommitted Supply 48,1$2 (A+€3+C+T). w.._._+1^-^ F K'^+1 I t='^i) Load L Balancinzo Authority Area Annual Peak Leak 25,202 M Average Daily Peak Native Load in Iaeak Month (21,483) N Applicants* D aily Peak Native Load - 0 Wholesale Load 3,719 (L.+14'C) P Net t,raeorntriittcd Supply 1-1 ,463 (K-0) Q Applicants' Uncommitted 214.5 Capac ity (A; 1-13,-(,' , D ; J ^N) R Results of Pivotal Supplier Pass Pass if (Q *L-'ntm ' Services, Inc.; EiT'C) :tfirrketin;. LP: and Entergy Power, LLC, Fi.;RC Docket No; FR91-569-049. FR i0-I642-(3£}2; and ER10-1541-001, respectively (June 3(}, 2()P l). 21 Georgia-Pacific 'Brewton LLC Docket No. ER08-1126-003 et al. Triennial Market Power Update December l4, 2011 Attachment 2.3 PIVOTAL SUPPLIER SCREEN sMEPA RAL ANrr^Tc; AI! =THtaRrt: v SelleriAffiliate Capacity MW Reference A Installed Capacity 100 Attachment 1.2 B Long-Term Firm Purchase - Attachment 1.2 C Lrrng=Cerm Finn Sales - Attachment 1.2 D Imported Power - Attachment 1.2 Non-Affiliate Capacity E Installed Capacity 1,197 SOCO F2ltl7g* F Long-Terni Firm Purchases 286 Attachnicat 17 G Long-Term Firm Sales - (Itioveniber4, 2:011) H Imported l'o),ker - I Balancing Authority Area Reserve Requirement (44) ^ Applicants' Share of Reserve Requirement - K Total Uncommitted Supply 1,489 (A+B +C+D, +LtF±CT+H+A+1V4 Load L Ba lancing Autktority Area Annual Peak Leak 1,346 M Average Daily FLaI; `rati',e Load in Peak Month (1,168) N Applicant,' Dail'y Peal. Native Load - 0 Wholesale Load 178 (1,+M) p ^et Uncommitted Supply v 1311 (K-0) Q Applicants* t.jnConinnitte:ci 100 (A-4-B+C."+ll+1+N`j Capac.it,,% R Resuit% of Pivotal Supplier Pass Pass if (Q *A1txbcr;raa Power Co., Docket No. ER 10-2881 -00? et al, "Updated Market Power Analvsis for Southeast Re:,,,' it^n,,, ( Tune 30,2011); Alabama Power Co., Docket No. ER] 0-2881-002 et al., (N(-vember 4, 2011). 22 Georgia-Pacific Brewton LLC Docket No. FR08-1 126-003 et al. Triennial Market Power Update December 14, 2011 Attachment 2.4 PIVOTAL St iP':'LIER SCREEN Fl*',I., BALANCING AUTHORITY Seller/AfTiliate Capacity MW Reference A. Installed Capacity 87.5 Attachment 1.2 B Long-Ternt Firin Purchase - Attachment f.2 C Long-Ternt Firm Sales - Attachment 1.2 D Imported Power - Attachment 1.2 Non-AffiliateCaparitty^ E Instal led Capacity 22,864 SOCO Filing* F (.,c1ng-'i'c.rm Firm Purchases 2308 Attachment 11 G Long- term f'irin Sales (43) (November 4, 2011) H Imported Power I.09() BalancingAuthority Area Reserve Requirement (53>) J Applicants' Share of Reserve Requirement - K Total Uncommitted Supply 7,235 (A+R--t.:'+t7, E ^ 1"-rG - H t+M) Load L Balancing Authority Area Annual Peak Leak 22.375 fti P Net t;ncornniitted Supply 3,406 (K-0) Q Applicants' Uncommitted 87.5 Capacitk (.1-^ R I)+J+N) R Results of Pivotal Supplier Pass Pass if (Q *ftCctharnrz Power Co., Docket No. I`I^ 1(?-2881-002 et al., "Updated Marke(. Power Analysis for Southeast Region," (June 30, 201 I ): .?;lczhaxyurr Power Co., Doeket No. ER10-2581-0Q_' et at, (November 4, 2011). 23 rn -1 V, ;g p' (J z ZL G) p fT W O ^p* ^ f^D o ^^ i ^r 7s s7^ 3^ D D ['S u, r m tD °! C3 ty;^ n < 01 fT! Cf O uy [d ^-+ ^D sy t0 O^^. _` 6 ^ ^' tF ^-t 3 3 '-^ -^ tu ..r .. F' rf -n^pi1} -^s t1 +o ► Ui., n 0 0 t'rt1 EAb W fi t (D C {] C y ° C U. f- r 'rC CL s x .7 a rp v, sv ,: ^3 3 3 ^77 a > 3 3 n ts ^ .* rts o (D m a) ro ca -r, „ V -• :3 a 2 t ^ w Jr ^. =^ ny ^ ox m o C:3 ^° ?. t t m v D z " (D p^ tn R {6 lff T! .t ^} ^ r (D n c' c c p M iT o M CA m a tl IV 3 Q^ rs + "' ^ 4 ^ L Uhi- i- z 0 m rtr O ma o ^s 3> rn 90 n ui w w c :° h, o cs, a+ uI", _ Ln QD to 00 '00 d ^r fia ta d w W A- Jx ^ ►' ^J tVt^f ^ r O o--• q o^ O ^} tL7 a W t!X 0 M 0 T77 x+ r,^ r. ^ uT nx n3 ^ w w %si>a ta^ ;a: tjv •.i ^. 00 W 4^- W lIt .^W.b GWl O ^0 V.,,.,N,...... t3ti C7S ^ GI c 0 -j oo !v' ^ a m uy n.i G3 C3 +J V #-^ , ^ .. a®.w^ tD --Ei ^ w v^^C.v*+ al w ^^p O fi+ O C7 O .Cl 5n. t,p O W W . . .^ -s ^ ^, .... N N to V tlt U7 PJN Ch Z>r, ^."^i1 p NJ m^'^" N o N^^ 70 c r s N ° o 3 ^v^a (D > °° OQ a, 00 V) ^ 3 ^ "a 24 0 0 Z^r' ^G3"n ' mt7(') OaD ;u ^'0 G) O =r^ u► -A (A --A ^n r^ r- > ?s t^ 3a T> ^ ^^^^° (D ^p O M 0 0 l7 07 ► MW O {? v n= 10 n5o m =a 3 3 ^y ^r ^'r rt'C fD y oa A +n in n" rs -4 3 --1 --q ° 5 = I =-I ns 0; T. r; r p^y^; r r CL iv n: m - n+ ^, ° ^ Co Z. 3 ° c7 ^p r► C 3 3 ^ ,.,: o n e , c ^ , -v >33 p rt^ = tc 3 ri r^ !rn ro > ^ Mw a < A cn N 237 rt n •-r 3 ^^ 3 3 .2^A mcu 3 9 n; 3 ^A -0 m ^p c 0 o- < Er a- < "0 ci w # ) r CD as w o ro cr cr ox a^ o D < m M o O0 Q^+l7 O a Q^ m-h 0 ^ ro O ^ o _- ,0 rts Co M tp c• (D cc m n m - -^ -r L41 ^ M ro 3 m r-a90 rn w -•- Ln. U"l O tC7 tia-+ ^s N N eJ Oo 00 ri 00 - rn rn n^ .^ . CD t. uq (-n csooe^ L; +Wis o°vr^ ^tw ooq^ oc^o m z rn G^ CYD PO tv Oa t^ w w n„i. -j Ln 1l -% > QS W a 00 00 ►^ co ^ ^ co Y a w ^ ^ O C7 O O Cq ^ z ^ c ^ Z 0 v ^ ^ N is cn ^' ^ on v V atn 00 00 o cs o a^ ^' i^ o ^ Ev ►P`J rn ^ ^* ^ ^7+ ^, ^^;^ ^wca^+-- ar c^ w v+c,°`^'j.°^r 00 I., '^+^! v, ^ m ^ rD rn x 7 Ut 25 -n m p (^y C1d > 0 S^ ro ^ 3 c o 57 Z 3 > t" 3 m Q ro ^cy c ta w o u, q 0C1 M M f o ^ W h3 m 0 G1 rG ru . oj c f- r r -0 CL P. -V IV ^ ^, ^ ^ v p ^ -r, -r, ^ 0 0 c (D :3 t, la CL a) 0 > > z ^ 3 3 ^^{ ^ `° 3 _^ C. ^. Q Su c f"; ^" +„^ ^, 3 q^ O' tT -G < 3 ^ 0 ::r (D 5 ar' ^ Cr rs ro a a e°} r^p 0 .. rt 7- 3 ^„m n+ m m m 00000 z c p m p o o (D=r m i" m u ro^zr(D p(D n 00 td cS v w fb ^ z? _ N ^ wo °w oo c„ c5dod^ o cp w oo av m V NJ :`t' ='► ^' P. ,n on CO w 00 00 µ m C!O co d 06 w CS LA N GS N ^ 00 ja: ^ Ln c x N (S} . . 0 -P H ^, O^ O ^G Q^ It ^ 41, 0 O .1 d t^ W C7 06 t0 3y W N ^' w 'O ^^a CS Fs t-+ p v i . t H+ irt LM O O O O ^ C, C3 W O ^ ^^^^ ViO^ ^ 4;? > ::u ^ O N O -^ f 'S eF ^ ^ 0 n v^i ^ 0 N R^5 Jxr p ^ ^ F+ NJ 3 N 26 0 Z r*r a f) w D> > {^ dD O^ OO G d^^ OO O ^„ ip 37 M n 2 0 n tt7 ^? ^_ UA w 0 Cc Al y p 3 t^N u > o Q n o o M ^ 0) 7r a cri f'3 {^. ' +, er q - ! --i N p ^ .zC71 tb tp CL t^ '` M ^-'h w ^= ,^ itti ^ 3 r r r ^ N .« A m C1i 5 ti+ tu t3 < M1) fl) Q .e^ CL ^ ..t CL :3 -i' =x w -' T7 T( 7C cu ° ^°* ^^@_ m v g> Q y vZ n rn o 3 an .^w ^tr rr coti 4TUa' 33 ^.` SU• {p} CL t/> ^ Sy} Ct SI V1 w cr a' -< < -0 W C tIS ^ Q a ry c6 ^ ry -^s 0. .E'7 m 3 -,r ^"uy (U w z s^y ^ r° a D ^ a- 0- ° ; m m m ro n- ^. m„ o a 0 Q :D z 0 ro p (r? aa o m c (D m m ro ^ p ^ w 2F es) ^ crs FZ -;a o to c > P^ CO oo ^ O^ ^ le'^ Ln Ln^ CO ^ O O O C^ (A O M1y...... f^} U7 R1 V T 'Q +^ ^ F^ !^* ^p CS1 wtSx ^ 00 `d. 47 V "^t, iJq Ln -.'^. OQ W Ql n `ty^^ V °°a° tCO ^ ^^ ° ^ co o o u^+o in Ln G) 1y C:_ F-A 0 ^ CO-4 Ch %,00J00 ^^ NJ to °aom o t ^^ oaca w vs w v c.n CO oo ^ p U, ao'Q-4-8 rn in 1^,3 ^ m t1f > C) ` 70 > ^ ^n -+ t A rn 0 U rt n ,t9 3 3 ^ m fl^ LD tC +tr wr -r ^ Q rr y,y }y. 27 U N.t'I'Elll STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION Georgia-Pacific Brewton LLC Docket No. EROS-11,26-003 Brunswick. Cellulose, Inc. Docket No. ER08412h-003 Georgia-Pacific Cedar Springs LLC Docket No. EROS-l 129-Q03 Georgia-Pacific Consumer Operations LLC, aka Palatka, Docket No. ER08-1130-003 Georgia-Pacific Consumer Operations LLC, aka Port tludson Docket No. ER08-1131-003 Georgia-Pacific Consumer Products LP, aka Nahecila, Docket No. ER08-1 134-0t}3 Georgia-Pacific Consumer Products LP, aka Savannah Docket No. ER08-1135-003. Georgia-Pacific LLC, aks Crossett Docket No. EI208-1136-003 Georgia-Pacific Monticello LLC Docket No. ER08-11:37-()03 Leaf River Cellulose, LLC Docket No. ER08-1134-003 NOTICE TRIENTNIAL MARKET-POWER FILING FOR THE SC?li'I'HEAST REGION Take notice that the above-captioned entities submitted a triennial market-power update pursuant to Order 'No. 697 and the rules and regulations or the Federal Energy Regulatory Commission promulgated thereunder. The Applicants are separately incorporated qualifying cogeneration facilities and affiliates in the Southeastern Region. Any person desiring to intenrene or to protest this tiling must File in accordance with Rules 211 and 214 of the Commission's Rules of Practice and Procedure (18 CFR 385.211 and 385.214). A protest will be considered by the Commission in determining the appropriate action to he taken, but will not serve to make protestants parties to the proceedings. Any person wishing to become a party must tile a notice of intervention or motion to intervene, as appropriate. Such notices, motions. or protests must be filed on or before the comment date. Anyone filing a motion to intervene or protest must serve a copy of that document on the Applicant. On or before the comment date, it is not necessary to serve motions to intervene or protests on persons other than the Applicant. The Commission encourages electronic submissions of protests and interventions in lieu of paper using the "6iling° link at Persons unable to tile elec:tronicallv should Sul3in,it an original ancl t'OUrteen copies of the protest or intervention to the Federal Energy Regulatory Cotnmission. 888 First Street, N.E., NVashingtc3n. D.C. 20426. 28 This filing is accessible on-line al- '.:_1YC 0^°° using the "eLibrary" link and is available for rei ie« in the Commission* . 1'ui,iic Rcfcrcn(:L Poom in Washington, D.C. There is ,11 1, link on the web site that enables suti^,ciihc;rs to receive e-mail notifications when a document is added to a subscribed dock^;ti,)t. For assistance with any FERC Online services, please email 1` n ; or call t866) 208-3676 (toll free). For TTY, call (202) 502-8651t. Comment Date: 5:0{} pm Eastern Time on Kimberly D. Bose, Secretary 29 UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION Georgia-Pacific Brewton LLC Docket No. ER08-1126-003 Brunswick Cellulose, Inc. } Docket No. E:R08-1128-0113 Georgia-Pacific Cedar Springs LLC Docket No. ER084129-003 Georgia-Pacific Consumer Operations LLC, aka Palatka, ) Docket No. E:R0841.3t?-U03 Georgia-Pacific Consumer Operations LLC, aka Port Hudson ) Docket No. E R08-1131-003 Georgia-Pacific Consumer Products LP, j aka Naheola ^ Docket No. ER04-1134-003 Georgia-Pacific Consumer Products LP, ) aka, Savannah Docket No. ER08-1135-003 Geernia-P:acific LLC, aka. Crossett ) Docket No. ER08-1136-003 Ccorgia-Pacific Monticello LLC ) Docket No. FR08-1137-003 Leaf River Cellulose, LLC ) Docket No. ER08-1139-043 CERTIFICATE OF SERVICE The undersigned certifies that a true copy c^t' the foregoing cover letter, filing, attachments and notice has been served by United State mail, potag,e prcpa:id, to all those listed on the service list maintained by the Secretary of the Commission for the captioned Dockets. Signed this 14th day of December, 2011 in Washington. D.C. Bv: /s/ S. Lorraine Cross Cross & Company PI.;LC 10 Cl. Street, N.E. Suite 710 Washington. D.C. ?0{'1E}2 (202`} 6{)9-9867 CrC3ss(i7 Ctl'-^aw.21Ct 30 ATTACHMENT 2 PERCENTAGE OF INSTALLED CAPACITY ASSUMING CONSUMMATION OF THE PROPOSED MERGER Koch Power Solutions, LLC's and its affiliates' total installed generation capacity located in, or capable of delivering electricity to, ERCOT and/or SERC:1 FACILITY OWNER LOCATION CAPACITY Victoria Facility INVISTA, S.a.r.l. Victoria, TX (ERCOT) 89.9 MW Odessa Facility Koch Power Odessa, TX (ERCOT) 1,000 MW Solutions, LLC Crosset Georgia-Pacific LLC Ashley, AR 92 MW Port Hudson Georgia-Pacific East Baton Rouge, LA 122.5 MW Consumer Operations, LLC Monticello Georgia-Pacific Lawrence, MS 50 MW Monticello, LLC Leaf River Leaf River Cellulose, Perry, MS 50 MW LLC Palatka Georgia-Pacific Putnam, FL 87.5 MW Consumer Operations, LLC Naheola Mill Georgia-Pacific Choctaw, AL 78.3 MW Consumer Products, LLC Brunswick Brunswick Cellulose, Glynn, GA 72.2 MW Inc. Consistent with the Commission's Substantive Rules, the MW amounts reported are the net summer dependable capability ratings of all generation capacity owned and controlled by Koch Power Solutions, LLC and its affiliates. This listing is based on the most conservative approach to identifying relevant generating facilities capable of delivering electricity to ERCOT, which assumes that electricity from these units could be wheeled across intervening transmission systems within SERC, over the HVDC Ties (using the full capacity of those HVDC Ties), and into ERCOT. By including each of these generating facilities in this analysis, Koch Power Solutions, LLC and its affiliates do not concede that these units are capable of delivering electricity to ERCOT. WA1-3146110v1 31 FACILITY OWNER LOCATION CAPACITY Cedar Springs Georgia-Pacific Early, GA 101.2 MW Cedar Springs LLC Savannah River Georgia-Pacific Effingham, GA 140.4 MW Consumer Products, LLC Brewton Georgia-Pacific Escambia, AL 45.4 MW Brewton LLC Alabama River Alabama River Monroe, AL 134.4 MW Cellulose LLC TOTAL 2,063.8 MW Market Share in ERCOT: Total Installed Generation Capacity Located in, or Capable of Delivering Electricity to, ERCOT: 76,915 MWZ Percentage Share of Installed Generating Capacity Located in, or Capable of Delivering Electricity to, ERCOT: 2.68% Market Share in SERC:3 Total Installed Generation Capacity Located in, or Capable of Delivering Electricity to, ERCOT: 281,379 MW4 Percentage Share of Installed Generating Capacity Located in, or Capable of Delivering Electricity to, ERCOT: 0.7% ` See Report on the Capacity, Demand, and Reserves in the ERCOT Region, available at httn:.//www.ercot.com.•'content/news/presentations/ 201 3 CapacityDemandandReserveReport-Mav20l3.pdf. 3 As noted in the Application, customer choice has not been implemented in SERC, and thus the market share limitations in PURA § 39.154 do not apply to the SERC power region. Koch Power Solutions, LLC's and its affiliates provide this analysis for comparative purposes and as further evidence that, post-transaction, Koch Power Solutions, LLC's and its affiliates will not have market power in any power region. 4 See SERC Reliability Corporation Information Summary, July 2013, available at http:/-`www sercl org'"Documents%SERC%SERC"a20Publications%lnformationO/a20Sunimary/2013°i`201nformation°/o2 OS u m mark%20 Brochure°%20( Ju ly%202013 ). pd £. WAI-3146110v1 32 ATTACHMENT 3 AFFIDAVIT OF KURT KOLBECK State of KANSAS County of Sedgwick Before me, the undersigned authority, on this day personally appeared KURT KOLBECK, to me known, who being duly sworn according to law, deposes and says: 1. My name is KURT KOLBECK. My business address is 4111 E. 37th Street North, Wichita, Kansas 67220. I am employed by Koch Energy Services, LLC, the direct parent entity of Koch Power Solutions, LLC, as its Senior Vice President. I am over the age of twenty- one and a resident of the State of Kansas. All statements made herein are based on my personal knowledge gained in the course of my employment. 2. 1 am familiar with the foregoing Application of Koch Power Solutions, LLC Pursuant to Section 39.158 of the Public Utility Regulatory Act ("Application"). To the best of my information, knowledge and belief, the factual statements contained therein, including the attachments thereto, are true and correct. The opinions expressed therein, based upon my professional knowledge and judgment, also are true and correct. Kurt Kolbeck Senior Vice President SUBSCRIBED AND SWORN TO BEFORE ME by the said Kurt Kolbeck this -J -6 day of October, 2013 Notary Public, State of Kansas [SEAl-J LESLIE 1. SMITH Notary Public - State of Kansas a1Y Appt. Expires 0f5 A;A7-31 461 I 4v2 33 ATTACHMENT 4 PUBLIC UTILITY COMMISSION OF TEXAS NOTICE OF APPLICATION UNDER PUBLIC UTILITY REGULATORY ACT SECTION 39.158 Notice is given to the public of an application filed with the Public Utility Commission of Texas on October _, 2013, pursuant to the Public Utility Regulatory Act, TEx. UTIL. CODE ANN. Section 39.158 (Vernon 2007 & Supp. 2009) ("PURA"). Docket Style and Number: Application of Koch Power Solutions, LLC Pursuant to Section 39.158 of the Public Utility Regulatory Act, Docket No. The Application: Koch Power Solutions, LLC ("Applicant") has filed an application for approval of the proposed acquisition by Applicant of 100% of the ownership interests in Odessa Power Holdings, LLC (the "Transaction"). Odessa Power Holdings, LLC directly or indirectly owns the Odessa-Ector Power Partners, LP generating facility (the "Odessa Facility"), a 1000 MW combined cycle gas-fired generating facility located in Odessa, Texas, within the ERCOT power region. As a result of the proposed transaction, Odessa Power Holdings, LLC will become a wholly owned, indirect subsidiary of Koch Industries, Inc. The Applicant is required to obtain Commission approval before completing the Transaction if the electricity to be offered for sale in a power region will exceed one percent of the total electricity for sale in the power region if the Application is approved. The Commission shall approve the Application unless the Commission finds that it results in a violation of Section 39.154 of PURA. Under Section 39.154, a power generation company may not own and control more than 20 percent of the installed generation capacity located in, or capable of delivering electricity to a power region in Texas. Odessa Power Holdings, LLC owns no other generation facility in ERCOT. Following the acquisition of Odessa Power Holdings, LLC, the combined generation directly and indirectly 34 owned and controlled by Koch Industries, Inc. and its subsidiaries and affiliates will exceed one percent (1%) of the installed generation capacity in ERCOT. However, Applicant has stated that the Transaction will not result in a violation of the installed capacity share limitations set forth in PURA Section 39.154, which is the sole issue in this proceeding. Persons who wish to intervene in the proceeding or comment upon action sought should contact the Public Utility Commission of Texas, P.O. Box 13326, Austin, Texas 78711-3326, or call the Commission's Office of Customer Protection at (512) 936-7220 or (888) 782-8477. Hearing and speech-impaired individuals with text telephones (TTY) may contact the Commission at (512) 936-7136 or use Relay Texas (toll free) at 1-800-735-2989. All correspondence should refer to Docket Number . The deadline for intervention in the proceeding will be unless otherwise ordered by the presiding officer, and you must send a letter requesting intervention to the Commission, which must be received by that deadline. 35 CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing document has been hand delivered, sent via overnight mail, sent via U.S. Mail, or sent via facsimile transmission to Odessa Power Holdings, LLC, on this 18th day of October, 2013. Todd B. Weaver W A1-31460I 5v I 36