UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION
) Lightstone Marketing LLC ) Docket No. ER17-___-000 )
APPLICATION FOR MARKET-BASED RATE AUTHORIZATION UNDER SECTION 205 OF THE FEDERAL POWER ACT AND REQUEST FOR WAIVERS AND BLANKET APPROVALS
Pursuant to Section 205 of the Federal Power Act (“FPA”),1 Rules 204
and 205 of the Rules of Practice and Procedure of the regulations of the Federal Energy
Regulatory Commission (“Commission”),2 and Part 35 of the Commission’s regulations,3
Lightstone Marketing LLC (“Lightstone Marketing” or “Applicant”) hereby requests that the Commission: (1) grant Applicant authority to make market-based wholesale sales of capacity, energy, and ancillary services pursuant to the market-based rate tariff (“MBR
Tariff”) attached hereto as Attachment A; (2) accept Applicant’s MBR Tariff for filing with an effective date of January 10, 2017; (3) grant such waivers and blanket authorizations as the Commission has granted in the past to other entities with market- based rate authority; and (4) designate Applicant as a Category 2 Seller, as defined in
18 C.F.R. § 35.36(a)(3), in the Northeast region. Applicant further requests that the
Commission grant its request for blanket authorization to issue securities and assume liabilities in the same order and at the same time it issues the order granting Applicant’s
1 16 U.S.C. § 824d (2012).
2 18 C.F.R. §§ 385.204 & 385.205 (2016).
3 18 C.F.R. Part 35.
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market-based rate authority so that such blanket authorization will be fully effective at
the time of the order.4 In support of this application, Applicant states as follows:
I. COMMUNICATIONS
All communications and service related to this application should be directed to the following:
Brooksany Barrowes* Jessica C. Friedman* Emil J. Barth Erin K. Bartlett Gina Khanna Van Ness Feldman, LLP BAKER BOTTS L.L.P. 1050 Thomas Jefferson St., NW 1299 Pennsylvania Ave., N.W. Washington, DC 20007 Washington, DC 20004-2400 (202) 298-1800 (202) 639-7887 [email protected] [email protected]
Attorneys for Blackstone Energy Attorneys for ArcLight Energy Partners Partners II NQ L.P., and Blackstone Fund VI, L.P. Capital Partners VII NQ L.P.
* Persons designated to receive service pursuant to Rule 2010 of the Commission’s Rules of Practice and Procedure, 18 C.F.R. § 385.2010 (2016).
II. DESCRIPTION OF APPLICANT AND RELEVANT ENERGY AFFILIATES
A. Lightstone Marketing
Lightstone Marketing is a limited liability company incorporated in
Delaware. Lightstone Marketing is a wholly-owned subsidiary of Lightstone Generation
LLC (“Lightstone Generation”), which is a special purpose entity formed by ArcLight
Energy Partners Fund VI, L.P. (“ArcLight Fund VI”), Blackstone Energy Partners II NQ
L.P. (“BEP II”), and Blackstone Capital Partners VII NQ L.P. (“BCP VII,” and, together
4 See, e.g., Notice Announcing Combined Notice of Initial Market-Based Rate Authorization Filings, 73 Fed. Reg. 19495 (Apr. 10, 2008); Saracen Energy Partners, LP, Docket No. ER08-901-000, “Supplemental Notice That Initial Market-Based Rate Filing Includes Request for Blanket Section 204 Authorization,” (May 22, 2008).
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with BEP II, both subsidiaries of The Blackstone Group, L.P., “Blackstone”) as a joint
venture to acquire and own certain electric generation assets, along with certain facilities
and other assets associated therewith and ancillary thereto, from AEP Generation
Resources Inc. (“AEP Generation Resources”) and AEP Generating Company (“AEP
Generating,” and together with AEP Generation Resources, “AEP”) (the “Transaction”).5
On September 13, 2016, Burgundy Power LLC, as the predecessor company to
Lightstone Generation, entered into an agreement with AEP for the purchase of (a) a two- unit coal-fired station located in Cheshire, Ohio, with a summer net capacity rating of
2,665 MW that began commercial operation in 1974 (“Gavin”); (b) a two-unit, natural gas-fired combined-cycle generating station located in the City of Lawrenceburg,
Indiana, with a summer net capacity rating of 1,120 MW that began commercial operation in 2004 (“Lawrenceburg”); (c) a six-unit natural gas-fired simple-cycle generating station located near Mount Sterling, Ohio, with a summer capacity rating of
471 MW that began commercial operation in 2001 (“Darby”); and (d) a natural-gas fired combined cycle generating station located in Waterford Township, Washington County,
Ohio, with a summer net capacity rating of 866 MW that began commercial operation in
August of 2003 (“Waterford,” and together with Gavin, Lawrenceburg and Darby, the
“Assets”).
Wholesale sales of energy, capacity and ancillary services made by three of the facilities—Gavin, Darby and Waterford—are subject to the Commission’s jurisdiction and are currently made pursuant to market-based rate authorization granted to
5 Affiliates of Lightstone Marketing are seeking authorization for the Transaction pursuant to Section 203 of the FPA. That application is pending before the Commission in Docket No. EC17-11- 000.
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AEP Generation Resources.6 For the fourth facility—Lawrenceburg—AEP Generating is
party to a cost-based unit power sale agreement7 pursuant to which it makes capacity and
energy sales from Lawrenceburg to AEP Generation Resources. This unit-power sale
agreement will be terminated by the parties to the agreement effective contemporaneous
with consummation of the Transaction, consistent with the terms of the agreement.
Lightstone Marketing is filing the instant application in order to secure
market-based rate authority necessary to make wholesale sales of power upon
consummation of the Transaction. Specifically, from time to time, the Assets may make
wholesale sales of power to Lightstone Marketing,8 who in turn will market the electricity and make wholesale sales of power into the market operated by PJM Interconnection,
L.L.C. (“PJM”). In addition, Lightstone Marketing may enter into other marketing agreements regarding generation capacity owned or controlled by both affiliates and unaffiliated third parties within the PJM market. To the extent that Applicant will act as
a wholesale power marketer, Applicant will take title to power and will be a “public
utility” subject to the Commission’s jurisdiction.9 Applicant commits to report any long- term firm purchases of energy and/or capacity in accordance with Order No. 816.
6 See AEP Generation Resources, Inc., Docket No. ER13-1896, Letter Order (Dec. 6, 2013).
7 This agreement was accepted for filing by unpublished Letter Order issued on May 11, 2007, in American Elec. Power Serv. Corp., Docket No. ER07-639.
8 On October 31, 2016, Gavin Power, LLC, in Docket No. ER17-242-000, Lawrenceburg Power, LLC, in Docket No. ER17-243-000, Waterford Power, LLC, in Docket No. ER17-245-000, and Darby Power, LLC, in Docket No. ER17-256-000, each also submitted an application for authorization to make wholesale sales of power from the Assets upon consummation of the Transaction. These applications were accepted by letter order issued December 20, 2016 with their respective market-based tariffs effective January 1, 2017.
9 Citizens Power & Light Corp., 48 FERC ¶ 61,210 (1989). To the extent Applicant will act as a broker of power, Applicant will bring together buyers and sellers, but will not actually take title to
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Following the closing of the Transaction, Lightstone Marketing will be
owned by ArcLight Fund VI (50% share of ownership) and certain Blackstone
subsidiaries and affiliates (50% share of ownership). ArcLight Fund VI will hold its
interest in Lightstone Marketing directly through ArcLight Burgundy Holdings, LLC, a
wholly-owned, direct subsidiary of ArcLight Fund VI. With respect to Blackstone’s
ownership interest, BCP VII will own approximately 19% of Lightstone Marketing and
BEP II will own approximately 26% of Lightstone Marketing. Certain other investment funds affiliated with Blackstone10 will own the remaining interest in Lightstone
Marketing, which interests will not individually exceed 2% share of ownership and
approximately 5% ownership in aggregate of Lightstone Marketing.
Prior to the closing of the Transaction, Lightstone Marketing will not own
any electric generation or transmission facilities or participate in any jurisdictional
electric market in any fashion. After consummation of the Transaction, Lightstone
Marketing will be affiliated with electric generation facilities and limited and discrete transmission facilities as described below. Lightstone Marketing does not own or control a 10 percent or greater equity interest in the voting securities of any franchised public utility or any entity owning or controlling any inputs to electric power production, as defined in Section 35.36 of the Commission’s regulations.11 Moreover, none of the
officers or directors of Lightstone Marketing and its affiliates has or holds any board
power or sell power. Thus, Applicant’s brokering activities will not be subject to the Commission’s jurisdiction. Citizen Energy Corp., 35 FERC ¶ 61,198 (1986).
10 The other Blackstone-affiliated funds holding minority interests are specified in n.18, infra.
11 18 C.F.R. § 35.36.
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position in the energy industry as it pertains to these categories, other than positions related to companies solely or partially controlled by affiliates of Lightstone Marketing.
B. ArcLight Fund VI
ArcLight Fund VI is a private equity fund managed and controlled by its general partner, ArcLight PEF GP VI, LLC (“ArcLight GP VI”).12 The manager of
ArcLight GP VI is ArcLight Capital Holdings, LLC (“ArcLight Holdings”), which has delegated its management responsibilities to ArcLight Capital Partners, LLC (“ArcLight
Capital”). As a result, ArcLight Fund VI is ultimately managed and controlled by
ArcLight Capital. ArcLight Capital also manages and controls ArcLight Energy Partners
Fund II, L.P., ArcLight Energy Partners Fund III, L.P., ArcLight Energy Partners Fund
IV, L.P., ArcLight Energy Partners Fund V, L.P., and ArcLight Liquid Energy
Opportunities Fund, L.P. (collectively, with ArcLight Fund VI, the “ArcLight Funds”), each of which is a private equity investment fund with a focus on the energy sector.
ArcLight Capital is a wholly-owned direct subsidiary of ArcLight
Holdings. All of the outstanding voting securities of ArcLight Holdings are owned by private individuals (“ArcLight Owners”).13 None of the ArcLight Owners directly or indirectly owns a 10% or greater voting interest in or controls any electric generation or transmission facilities in the United States or any inputs to electric power production, as defined in Section 35.36 of the Commission’s regulations,14 in the United States, except
12 None of the limited partners of ArcLight Fund VI owns or controls 10% or more (in aggregate with any affiliates) of the outstanding voting securities of the fund.
13 Information regarding the ArcLight Owners was filed with the Commission on June 1, 2015, in Docket No. ER10-2977-005, and accepted for filing by the Commission on July 29, 2015. As of the date of this application, no other individuals or entities hold voting securities in ArcLight Holdings.
14 18 C.F.R. § 35.36.
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through the ArcLight Funds. None of the ArcLight Owners is employed by, affiliated
with, or holds the position of officer or director of any public utility with a franchised
electric service territory.
The ArcLight Funds are affiliated with ArcLight Energy Marketing, LLC
(“AEM”), a marketer of electric power and natural gas. AEM is authorized by the
Commission to sell energy, capacity, and ancillary services at market-based rates.15
AEM does not own or control any electric generation facilities. AEM also does not purchase any capacity or energy under a long-term firm power purchase agreement that has an associated long-term firm transmission reservation or is from generation capacity designated as a network resource or as a resource with capacity obligations.
The ArcLight Funds also are affiliated with generation capacity located in various markets throughout the United States, as indicated in Attachment B-1. Within the PJM balancing authority area (“BAA”), the ArcLight Funds currently are affiliated with the following Companies that own or control generation capacity:
Allegheny Ridge Wind Farm, LLC, the owner of a 80 MW (summer rating) wind-powered electric generation facility located in Cambria and Blair Counties, Pennsylvania;
Chief Conemaugh Power, LLC (“Chief Conemaugh”), the owner of a 35.11% undivided ownership interest in the 1,711 MW (summer/winter) Conemaugh Electric Generating Station located in New Florence, Pennsylvania. Chief Conemaugh has rights to approximately 601 MW of energy and capacity from the facility.
Chief Keystone Power, LLC (“Chief Keystone”), the owner of a 44.45% undivided ownership interest in the 1,711 MW (summer/winter) Keystone Electric Generating Station located in
15 See ArcLight Energy Mktg., LLC, Docket No. ER07-1106-000, Letter Order (Jul. 25, 2007).
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Shelocta, Pennsylvania. Chief Keystone has rights to approximately 761 MW of energy and capacity from the facility.
Crescent Ridge LLC, the owner of a 53 MW (summer rating) wind-powered electric generation facility located in Bureau County, Illinois;
GSG, LLC, the owner of an approximately 80 MW (summer rating) wind-powered electric generation facility located in Lee and La Salle Counties, Illinois;
Crete Energy Venture, LLC, the owner of an approximately 300 MW (summer rating) natural gas-fired electric generation facility located in Crete, Illinois;
Jersey-Atlantic Wind, LLC, the owner of an approximately 7.5 MW (summer rating) wind-powered qualifying small power production facility located in Atlantic City, New Jersey;
Lincoln Generating Facility, LLC, the owner of an approximately 623 MW (summer rating) natural gas-fired generation facility located in Manhattan, Illinois;
Mendota Hills LLC, the owner of an approximately 50 MW (summer rating) wind-powered electric generation facility located in Compton, Lee County, Illinois;
New Covert Generating Company, LLC, the owner of an approximately 1040 MW (summer rating) natural gas-fired combined-cycle electric generation facility located in Van Buren County, Michigan;
Rolling Hills Generating, L.L.C., the owner of an approximately 825 MW (summer rating) natural gas-fired electric generation facility located in Vinton County, Ohio; and
Wind Park Bear Creek LLC, the owner of an approximately 24 MW (summer rating) wind powered qualifying small power production facility located in the Township of Bear Creek, Luzerne County, Pennsylvania.
Within first-tier markets to the PJM BAA, the ArcLight Funds are affiliated with Astoria Generating Company, L.P., the owner and operator of the
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following generation facilities located in the New York City submarket of the New York
Independent System Operator (“NYISO”) BAA:
The Astoria Generating Facility, an approximately 940 MW (summer rating) natural gas and oil-fired generation facility located in Astoria, Queens;16
The Gowanus Gas Turbines Generating Facility, an approximately 549 MW (summer rating) fuel oil and natural gas-fired generation facility consisting of simple-cycle combustion turbine units on barges in Gowanus Bay in Brooklyn; and
The Narrows Gas Turbine Generating Facility, an approximately 283 MW (summer rating) natural gas and fuel-oil fired generation facility consisting of simple-cycle combustion turbine units on barges in Upper New York Bay in Brooklyn.
Aside from the facilities discussed above, the ArcLight Funds are not affiliated with any other generation capacity located in the PJM BAA or any first-tier markets to the PJM
BAA.
None of the ArcLight Funds or any of their affiliates owns a 10% or greater voting interest in or controls any electric transmission facilities in the United
States, except for the limited and discrete equipment necessary to interconnect individual generation facilities to the transmission grid. As indicated in Attachment B-1, the
ArcLight Funds are affiliated with certain intrastate natural gas transportation and storage facilities in the United States, none of which is located within the PJM BAA. Aside from these facilities, none of the ArcLight Funds or any of their affiliates owns or controls any inputs to electric power production, as defined in Section 35.36 of the Commission’s
16 The capacity rating for the Astoria Generating Facility is based on data from NYISO’s 2015 Load and Capacity Data Report issued April 2015, and does not include the capacity of Astoria Unit 4, which has been mothballed since April 2012.
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regulations.17 The ArcLight Funds are not affiliated with any public utility with a franchised electric service territory.
C. BCP VII and BEP II
BCP VII is managed and operated by its general partner, Blackstone
Management Associates VII NQ L.L.C., of which the sole member is BMA VII NQ
L.L.C. BEP II is managed and operated by its general partner, Blackstone Energy
Management Associates II NQ L.L.C., of which the sole member is Blackstone EMA II
NQ L.L.C.18 Blackstone EMA II NQ L.L.C. and BMA VII NQ L.L.C. are, in turn, direct subsidiaries of Blackstone Holdings II L.P., of which the general partner is Blackstone
Holdings I/II GP Inc., a direct subsidiary of The Blackstone Group L.P., which is a publicly-traded entity listed on the New York Stock Exchange (NYSE: BX). Although certain entities or persons (and their affiliates) may from time to time own 10% or more of the publicly-traded units of Blackstone, the publicly-traded units convey no voting control over the management of Blackstone, which, as described in Blackstone’s 10-K filings with the Securities and Exchange Commission,19 is managed and operated by its
17 18 C.F.R. § 35.36.
18 As noted above, certain other investment funds affiliated with Blackstone will indirectly own the remaining interest in Lightstone Generation, which interests will not individually exceed 2% share of ownership and approximately 5% ownership in aggregate. These funds include: Blackstone Energy Partners II.F NQ L.P., Blackstone Capital Partners VII.2 NQ L.P., Blackstone Energy Family Investment Partnership II ESC NQ L.P., Blackstone Energy Family Investment Partnership II SMD L.P., BEP II SBS Holdings L.L.C., Blackstone Family Investment Partnership VII ESC L.P., BCP VII SBS Holdings L.L.C., and BTAS NQ Holdings L.L.C., all of which are indirectly controlled by The Blackstone Group L.P. The funds and their ownership interests may change from time to time.
19 See, e.g., The Blackstone Group L.P., Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2015 at 13 (filed Feb. 26, 2016) (“[A]ll decisions concerning the making, monitoring and disposing of investments are made by the general partner. The limited partners of the partnership funds take no part in the conduct or control of the business of the investment funds, have no right or authority to act for or bind the investment funds and have no influence over the voting or disposition of the securities or other assets held by the investment funds”).
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general partner, Blackstone Group Management L.L.C. (“BGM”). Information regarding
BGM’s ownership was filed with the Commission in Docket No. ER15-2057-000 on
August 20, 2015.20
As of the date of this application, BCP VII and BEP II do not own or
control, and are not affiliated with, operational transmission facilities in the United States
except for limited and discrete facilities. Pursuant to a proposed transaction whereby
GridLiance West Transco, LLC, an affiliate of BCP VII and BEP II, will acquire certain
transmission assets from Valley Electric Transmission Association, LLC, BCP VII and
BEP II may become affiliated with operational transmission facilities in the western
United States.21 Upon consummation of this proposed transaction, however, this transmission will remain fully subject to CAISO’s functional control and Open Access
Transmission Tariff (“OATT”) rules and GridLiance West Transco, LLC will recover its associated revenue requirement under the CAISO OATT.
Through Blackstone, BCP VII and BEP II are affiliated with the owners of various generating facilities subject to the Commission’s jurisdiction under the FPA, as identified in Attachment B-2.22 However, none of these jurisdictional facilities has a
20 As of the date of this application, the ownership information submitted in Docket No. ER15-2057-000 on August 20, 2015 is still accurate.
21 On December 16, 2016, GridLiance West Transco LLC, a wholly-owned subsidiary of GridLiance West Holdings LLC, requested authorization under Section 203(a)(1) of the FPA to acquire approximately 165 miles of 230 kV transmission lines and the related substation infrastructure located in Nevada, and that have been incorporated into the California Independent System Operator (“CAISO”) controlled transmission grid. That application, which was filed in Docket No. EC17-49-000, is still pending before the Commission. Out of an abundance of caution, Applicant conservatively treats these assets as owned by its affiliates for purposes of the market power analysis submitted with this application.
22 BCP VII and BEP II are also affiliated with the owner of certain generating capacity in the Electric Reliability Council of Texas (“ERCOT”), as described in Attachment B-2.
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franchised service area or captive customers. In addition, BCP VII and BEP II are
affiliated with a wholesale power marketer that is authorized by the Commission to make
wholesale sales of power at market-based rates — Twin Eagle Resource Management,
LLC.23
Subsidiaries of Blackstone engaged in the energy business in the NYISO
market are described below. Neither BCP VII nor BEP II owns or is affiliated with any
energy companies located in PJM or other first-tier markets to PJM. Additional
subsidiaries and affiliates of Blackstone engaged in other energy markets are identified in
Attachment B-2. Except as described herein, neither Blackstone nor any of its affiliates,
including BCP VII and BEP II, owns 10 percent or more of the voting shares of any
entity subject to the Commission’s jurisdiction under the FPA24 or owns 10 percent or
greater equity interest in the voting securities of any franchised public utility or any entity
owning or controlling inputs to electric power production in the United States.
Subsidiaries of Blackstone engaged in the energy business in the Northeast region are
described below. Neither BCP VII nor BEP II owns or is affiliated with any companies
located in PJM. Additional subsidiaries and affiliates of Blackstone engaged in other
energy markets are identified in Attachment B-2.
GSO Capital Partners LP (“GSO”) is a wholly-owned subsidiary of
Blackstone. GSO is not primarily engaged in the energy industry, but is affiliated with the
23 See Twin Eagle Res. Mgmt., LLC, Docket Nos. ER11-2154-000, et al., Letter Order (Feb. 7, 2011). See also Twin Eagle Res. Mgmt., LLC, Docket Nos. ER11-2154-002, et al., Letter Order (Jul. 12, 2012) (accepting Change in Status Filing).
24 See 18 C.F.R § 35.36(a)(9)(v) (“owning, controlling or holding with power to vote, less than 10 percent of the outstanding voting securities of a specified company creates a rebuttable presumption of lack of control”).
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owners of various generating facilities in the United States subject to the Commission’s
jurisdiction under the FPA. Investment funds managed or advised by GSO currently hold
an approximately 87.82% equity ownership interest in Heorot Power Holdings LLC
(“Heorot Holdings”).25 Heorot Holdings, in turn, owns the following companies in the
NYISO market:
Cayuga Operating Company, LLC (“Cayuga”) is an EWG that owns and operates the Cayuga Facility, which is a coal-fired electric generation station consisting of two generating units with a combined summer rating of approximately 305 MW located near the town of Lansing, New York.
Somerset Operating Company, LLC (“Somerset”) is an EWG that owns and operates the Somerset Facility, which is a coal-fired electric generation unit with a summer rating of approximately 685 MW located in Somerset, New York.
All of the output of the Cayuga and Somerset facilities is sold into the
market operated by NYISO. GSO is also affiliated with Somerset Railroad Corporation
(“SRC”), which owns and leases assets, including railroad cars used to transport coal to
the Somerset Facility. SRC does not provide coal transportation service to any electric
generation facilities other than the Somerset Facility.
Champlain Hudson Power Express, Inc. (“CHPE”), a New York
corporation, is a joint venture of TDI-USA Holdings Corporation (“TDI-USA”) and
National Resources Energy, LLC (“NRE”). TDI-USA owns 75 percent of the interests in
CHPE and NRE owns the remaining 25 percent. TDI-USA is owned by Sithe Global
TDI LLC (“Sithe Global”) and by Transmission Developers, Inc., a Canadian
corporation, each of which has greater than 10 percent interest. Sithe Global is wholly
25 See Notice of Non-Material Change in Status of Bicent (California) Malburg LLC et al., Docket No. ER10-2390 (filed Sept. 30, 2016).
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owned by funds advised and controlled directly and indirectly by Blackstone. CHPE is developing a proposed 1,000 MW, 336-mile, +/- 300 to 320 kV high voltage direct current (“HVDC”) underground and submarine merchant transmission line (“CHPE
Project”). The CHPE Project will originate at the Canada-United States border and will terminate in New York City. The Commission has authorized CHPE to charge negotiated rates for the sale of transmission capacity on the CHPE Project;26 however,
CHPE has not yet filed a rate schedule for the CHPE Project. The CHPE Project is expected to be completed in 2019 and will be under the operational control of NYISO.
Champlain VT, LLC, d/b/a TDI New England (“TDI-NE”) is developing a proposed 1,000 MW, 154-mile, +/- 300 to 320 kV HVDC underground and submarine merchant transmission line (“New England Clean Power Link”) that will originate at the
Canada-United States border and terminate in Cavendish, Vermont. The Commission has authorized TDI-NE to charge negotiated rates for the sale of transmission capacity on the New England Clean Power Link;27 however, TDI-NE has not yet filed a rate schedule for the project. The New England Clean Power Link is expected to be completed and placed in service in 2019. Upon completion of the transmission line, the approximately
154-mile-long section of the New England Clean Power Link located in the United States will be under the operational control of ISO New England, Inc. (“ISO-NE”).
26 See Champlain Hudson Power Express, Inc., 132 FERC ¶ 61,006 (2010).
27 See Champlain VT, LLC, 146 FERC ¶ 61,167 (2014).
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III. REQUEST FOR AUTHORIZATION TO SELL ELECTRICITY AT MARKET-BASED RATES
Lightstone Marketing respectfully requests authorization to sell electric
energy, capacity, and ancillary services at market-based rates within the PJM BAA
pursuant to the attached MBR Tariff. The Commission will grant authority to sell
electric energy (including capacity and ancillary services) at market-based rates if a seller
and each of its affiliates does not have, or has adequately mitigated, horizontal and
vertical market power in generation or transmission and cannot erect other barriers to
entry in the relevant market or markets.28 Applicant submits that it satisfies this standard
and thus should be granted market-based rate authority. Applicant has engaged Julie
Solomon, Managing Director of Navigant Consulting, Inc., who has extensive experience
analyzing market power issues in the electric industry, to prepare horizontal and vertical
market power assessments consistent with the Commission’s guidelines for determining
market power in Order Nos. 697 and 81629 and related orders.
As set forth in the Solomon Affidavit and supporting exhibits, Applicant
and its affiliates satisfy the Commission’s horizontal market power screens and do not
28 See Market-Based Rates for Wholesale Sales of Electric Energy, Capacity and Ancillary Services by Public Utilities, Order No. 697, FERC Stats. & Regs., ¶ 31,252, at PP 13-20, 397-99 clarified, 121 FERC ¶ 61,260 (2007), order on reh’g, Order No. 697-A, FERC Stats. & Regs. ¶ 31,268, clarified, 124 FERC ¶ 61,055, order on reh’g, Order No. 697-B, FERC Stats. & Regs. ¶ 31,285 (2008), order on reh’g, Order No. 697-C, 74 Fed. Reg. 30,924 (Jun. 29, 2009), FERC Stats. & Regs. ¶ 31,291 (2009), order on reh’g, Order No. 697-D, FERC Stats. & Regs. ¶ 31,305 (2010), order on clarification, 131 FERC ¶ 61,021 (2010) (collectively, “Order No. 697”), aff’d sub nom, Mont. Consumer Counsel v. FERC, 659 F.3d 910 (9th Cir. 2011), cert denied sub nom. Pub. Citizen Inc. v. FERC, 133 S. Ct. 26 (2012).
29 Refinements to Policies and Procedures for Market-Based Rates for Wholesale Sales of Electric Energy, Capacity and Ancillary Services by Public Utilities, Order No. 816, FERC Stats. & Regs. ¶ 31,374 (2015), reh’g and clarification, Order No. 816-A, 155 FERC ¶ 61,188 (2016) (collectively, “Order No. 816”).
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have vertical market power in the relevant markets.30 Therefore, Applicant should be
permitted to make sales at negotiated, market-based rates in the PJM BAA pursuant to the attached MBR Tariff.
A. Applicant Does Not Have Horizontal Market Power
The Commission reviews horizontal market power by assessing the
market power of a seller and its affiliates that own, control, or purchase generation
capacity in the relevant market through tolling agreements, energy management
agreements, or other contractual arrangements.31 The Commission has indicated that the
relevant geographic market is the BAA or submarket, as applicable, where the seller’s
generation is physically located.32 Applicant intends to operate as a power marketer
engaged in wholesale electric power transactions solely within the PJM market.
Accordingly, the relevant geographic market is PJM.
The Commission requires that an applicant seeking market-based rate
authority show that it does not possess horizontal market power by demonstrating that it
and its affiliates can pass two indicative market power screens, the pivotal supplier screen
and the wholesale market share screen, “unless the seller and its affiliates do not own or
control generation capacity or all of their capacity is fully committed.”33 As
30 Solomon Affidavit at 2.
31 Order No. 697, at PP 37, 232; AEP Power Mktg., Inc., 107 FERC ¶ 61,018 at P 73 n.63 (2004).
32 See Id. at P 231-32; AEP Power Mktg., Inc., 107 FERC ¶ 61,018, at P 73, order on reh’g, 108 FERC ¶ 61,026, at P 31 (2004). The Commission has clarified that the relevant market for a power marketer is “where the power associated with [an] agreement is delivered (sinks)[.]” Order No. 816-A, at n. 46.
33 Order No. 816, at P 28 (2015); see also 18 C.F.R. § 35.37(c)(1); Order No. 697, at P 62.
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demonstrated in the Solomon Affidavit, contained in Attachment C hereto, and set forth in greater detail below, Applicant and its affiliates readily pass both the pivotal supplier and market share screens.34 In any event, Applicant commits to comply with all applicable PJM market rules regarding market monitoring and mitigation.35
1. Pivotal Supplier Screen
The pivotal supplier screen considers a seller’s ability to exercise market power based on uncommitted capacity at the time of the BAA’s annual peak demand and examines whether market demand can be met during peak times without the seller’s generation.36 If the seller’s total uncommitted capacity in the market is less than the difference between the total uncommitted capacity and the wholesale load, the seller passes the pivotal supplier screen.37
As stated in the Solomon Affidavit, the Installed Capacity of Applicant and its affiliates in PJM is 9,566 MW.38 For purposes of the pivotal supplier screen, Ms.
34 Solomon Affidavit at 2.
35 The Commission has adopted a rebuttable presumption that existing Commission- approved market monitoring and mitigation rules are sufficient to address any market power concerns. See Order No. 697-A at P 111; see also NextEra Energy Power Mktg., LLC, Docket Nos. ER09-832-004, et al., Letter Order (Mar. 25, 2010).
36 Order No. 697, at P 35.
37 Id. at P 42; AEP Power Mktg., Inc., 107 FERC ¶ 61,018, at P 99.
38 Solomon Affidavit at 7. As noted above, each of Jersey-Atlantic Wind, LLC and Wind Park Bear Creek, LLC owns a qualifying small power production facility (“QF”) that is 20 MW or less. Therefore, Jersey-Atlantic Wind, LLC and Wind Park Bear Creek, LLC are QFs that are exempt from regulation under Section 205 of the FPA. See 18 C.F.R. § 292.601(c). In accordance with Order No. 816, Applicant is not required to include the capacity of these facilities in its indicative market power screens. See Order No. 816 at P 255. In any event, Applicant has conservatively included the generation capacity of Jersey-Atlantic Wind, LLC and Wind Park Bear Creek, LLC for purposes of this analysis. The Commission has authorized the submission of streamlined applications and the use of simplifying assumptions where appropriate. See Order No. 697 at P 337; AEP Power Marketing, Inc., 107 FERC ¶ 61,018, at PP 113-117.
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Solomon conservatively attributes to Applicant 2,762 MW of imports, which consists of all of Applicant’s affiliated uncommitted capacity in NYISO, which is first-tier to PJM.39
Accordingly, Uncommitted Capacity associated with Applicant and its affiliates is
12,328 MW.40 Relying in part on market data on generation, load, planned outages and operating reserves from a filing previously submitted,41 Ms. Solomon also determines that the Total Uncommitted Supply in PJM is 67,316 MW and the Wholesale Load in
PJM is 22,034 MW.42 Thus, the Net Uncommitted Supply in PJM is 45,283 MW.43
Because the Uncommitted Capacity of Applicant and its affiliates is less than the Net
Uncommitted Supply in PJM, Applicant passes the pivotal supply screen.44
2. Market Share Screen
The market share screen considers whether the seller has a dominant market position during any season and examines the uncommitted capacity owned or controlled by the seller compared to the uncommitted capacity of the entire relevant
39 Solomon Affidavit at 7.
40 Id.
41 Id. at 6. Ms. Solomon notes that in her previous filing, she (i) relied on data reported by ABB, Energy Velocity based on seasonal EIA-860 ratings; (ii) calculated operating reserves for PJM and its relevant submarkets based on PJM Manual 13 (Energy Operations); (iii) used load data reported by PJM; and (iv) calculated average planned outages for each of the seasons based on the day-ahead planned outage forecast reported by PJM. Id. at 6 n.12.
42 Id. at Exhibit JRS-3. Total Uncommitted Supply is calculated based on the installed capacity in PJM (adjusted for long-term firm purchases and sales) plus imports less the reserve requirement (i.e., operating reserves) less the average daily peak native load for the peak month. Wholesale Load is calculated based on the difference between the annual peak load (needle peak) for the BAA and the average daily peak native load for the peak month. Id. at 4.
43 Id. at 7. The Net Uncommitted Supply is calculated based on the difference between Total Uncommitted Supply and Wholesale Load. Id. at 4.
44 Id. at 7; see also id. at Exhibit JRS-3.
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market.45 If a seller’s share of uncommitted capacity in the relevant market is under 20
percent in each of the four seasons of the study period, the seller passes the market share screen.46
Order No. 697 provides that applicants filing applications for an initial
market-based rate authorization should rely on the most recent available actual historical
data for each complete season of: winter (December - February), spring (March - May),
summer (June - August) and fall (September - November).47 Ms. Solomon thus uses the
same study period that will be used for the Northeast Region triennials that will be filed
in December 2016.48 Moreover, Ms. Solomon’s calculation of Applicant’s market share
is conservative because Ms. Solomon does not allocate a pro rata share of imports to
Applicant based on total uncommitted capacity in first-tier markets, but instead treats all
of Applicant’s affiliated uncommitted capacity in NYISO as imports into PJM.49 In addition, Ms. Solomon does not assign planned outages to Applicant’s affiliated generation in PJM.50
Ms. Solomon finds that the Installed Capacity of Applicant and its
affiliates is 9,566 MW in the summer and 10,206 MW in the winter, spring, and fall.51
45 Order No. 697, at P 34.
46 Id. at P 44.
47 Market-Based Rates for Wholesale Sales of Electric Energy, Capacity and Ancillary Services by Public Utilities, 121 FERC ¶ 61,260, at P 12 (2007).
48 Solomon Affidavit at 6.
49 Id. at 7.
50 Id.
51 Id.
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Applicant is conservatively attributed 2,762 MW of imports in the summer and 3,012
MW in other seasons, consisting of all of Applicant’s affiliated uncommitted capacity in
NYISO.52 Therefore, the total Uncommitted Capacity of Applicant and its affiliates in each season ranges from 12,328 MW to 13,218 MW.53 Ms. Solomon calculates Total
Uncommitted Capacity in PJM to be between 69,441 MW and 91,374 MW for each
season.54 Accordingly, by dividing the Uncommitted Capacity associated with Applicant
and its affiliates in each season in PJM by the Total Uncommitted Capacity in PJM in
each season, Ms. Solomon determines that Applicant’s market share in PJM ranges from
14.5 percent to 17.8 percent.55 Because Applicant’s market share in PJM is less than
20 percent in all seasons, Applicant also passes the market share screen.56
B. Applicant Does Not Have Vertical Market Power
In determining whether applicants possess vertical market power, the
Commission will consider whether the applicant has, or has adequately mitigated, transmission market power and whether the applicant can erect barriers to entry in the
relevant market.57 Applicant satisfies both of these criteria and therefore does not have
vertical market power.58
52 Id.
53 Id.
54 Id. Ms. Solomon relies on market data on generation, load, planned outages and operating reserves from a filing she previously submitted. See supra n.42.
55 Id.
56 Id.; see also id. at Exhibit JRS-4.
57 See Order No. 697, at PP 397, 399.
58 Solomon Affidavit at 8.
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Applicant and its affiliates currently do not own or control any
jurisdictional operational electric transmission facilities in the United States, except for
limited and discrete facilities. As set forth in the application, Applicant may become
affiliated with certain transmission facilities located in the United States, but such
facilities will be subject to the functional control of CAISO and service on such facilities
will be governed by the CAISO OATT. Applicant affirms its affiliates that own or
control limited and discrete transmission facilities qualify for the blanket OATT waiver pursuant to Section 35.28(d)(2) of the Commission’s regulations or have received an order from the Commission granting a waiver of the OATT requirements.59
Except as described herein, Applicant is not affiliated with any entity that
owns or controls any intrastate natural gas transportation, intrastate natural gas storage or
distribution facilities; or physical coal supply sources and who may access transportation
of coal supplies. As indicated in Attachments B-1 and B-2, Applicant is affiliated with
certain intrastate natural gas transportation and storage facilities in the United States,
none of which is located within the PJM BAA.60 Applicant affirms that Applicant and its
affiliates have not erected and will not erect barriers to entry in any relevant market,
including of land acquisitions.61 Moreover, there are no other barriers to entry that raise
59 18 C.F.R. § 35.28(d)(2) (as amended by Open Access and Priority Rights on Interconnection Customer’s Interconnection Facilities, Order No. 807, FERC Stats. & Regs. ¶ 31,367, at PP 55, 57 (2015), order denying reh’g, Order No. 807-A, 153 FERC ¶ 61,047 (2015)); see also South Central MCN LLC, 154 FERC ¶ 61,174 (2016), order granting clarification, 155 FERC ¶ 61,198 (2016).
60 The Commission has adopted a rebuttable presumption that sellers cannot erect barriers to entry with regard to ownership or control of, or affiliation with any entity that owns or controls, intrastate natural gas transportation, intrastate natural gas storage or distribution facilities. See Order No. 697, at P 1018; id. at P 446.
61 Order No. 816 at P 212; Order No. 816-A at P 57.
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concern. The entry of new generation in PJM and its ownership by numerous
independent companies demonstrates that entry into the market is not constrained.
Therefore, neither Applicant nor any of its affiliates has vertical market power.
C. There Is No Potential for Affiliate Abuse or Reciprocal Dealing
The Commission has traditionally indicated its concern that a public utility
having a franchised service territory and an affiliate may be able to transact in ways that
transfer benefits from the captive customers of the franchised utility to the affiliate and its
shareholders. In Order No. 697, the Commission discontinued considering affiliate abuse
as a separate “prong” of the market-based rate analysis and codified affiliate restrictions
in the Commission’s regulations as a condition of obtaining and retaining market-based rate authority. Applicant agrees to abide by the Commission’s codified affiliate restrictions as a condition of obtaining market-based rate authority.
IV. CATEGORY SELLER STATUS
In Order No. 697, the Commission created two categories of sellers:
(1) Category 1 Sellers that are exempt from the requirement to automatically update the applicable market power analysis; and (2) Category 2 Sellers. The Commission’s regulations define Category 1 Sellers as wholesale power marketers or wholesale power producers that: (1) own or control 500 MW or less of generation in aggregate per region;
(2) do not own, operate, or control transmission facilities other than limited equipment necessary to connect individual generating facilities to the transmission grid; (3) are not affiliated with anyone that owns, operates or controls transmission facilities in the same region as the seller’s generation assets; (4) are not affiliated with a franchised public utility in the same region as the seller’s generation assets; and (5) do not raise other
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vertical market power issues.62 Category 2 Sellers are defined as “any Sellers not in
Category 1.”63 Once the Commission determines that a seller meets the criteria for classification as a Category 1 Seller, such seller is not required to file updated market power analyses, or evidence of Category 1 Seller status, as long as it continues to meet the criteria for classification as a Category 1 Seller.64
Applicant is a Category 2 Seller in the Northeast region because Applicant and its affiliates own or control 500 MW or more of generation in aggregate in the region. Because Applicant is only seeking authorization to make wholesale power sales in the PJM BAA, its MBR Tariff only identifies it as a Category 2 Seller in the Northeast region, and does not include a category seller status for any other region. As set forth in this application, Applicant passes the pivotal supplier screen and market share screen for the relevant market.
V. REQUEST FOR MARKET-BASED RATE AUTHORIZATION TO SELL CERTAIN ANCILLARY SERVICES
Applicant seeks authorization to sell ancillary services in organized markets administered by PJM consistent with the standard tariff language adopted by the
Commission for such sales. The Commission requires a separate study of the ancillary services markets to support a market-based rate filing for ancillary services. With respect to sales of ancillary services in the market operated by PJM, Applicant relies, in the same manner as other sellers, on the Commission orders that have previously authorized the
62 18 C.F.R. § 35.36(a)(2).
63 Id. at § 35.36(a)(3).
64 Order No. 697, at P 376.
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sale of ancillary services at market-based rates in such markets.65 In addition, Applicant seeks authorization to sell ancillary services at market-based rates under the requirements set forth in Avista Corp.,66 as modified by Order Nos. 697,67 784,68 and 81969 in markets for which the Commission has not accepted a market power study and has not generally authorized the sale of ancillary services at market-based rates. Applicant has included in its tariff the Commission’s standard tariff provisions for the proposed sales of ancillary services described above.
VI. REPORTING REQUIREMENTS
Applicant agrees to comply with the reporting requirements normally imposed on sellers that are permitted to sell power at market-based rates. In particular,
Applicant will file Electric Quarterly Reports (“EQRs”) concerning its sales in conformance with the Commission’s requirements.70 Applicant also will file an updated
65 See e.g., PJM Interconnection, L.L.C., 86 FERC ¶ 61,247 (1999); Atlantic City Elec. Co., 86 FERC ¶ 61,248 (1998), clarified, 86 FERC ¶ 61,310 (1999) (PJM); PJM Interconnection, L.L.C., 91 FERC ¶ 61,021 (2000); Midwest Indep. Transmission Sys. Operator, Inc., 122 FERC ¶ 61,172 (2008), order on reh’g and clarification, 123 FERC ¶ 61,297 (2008) (MISO); Southwest Power Pool, Inc., 144 FERC ¶ 61,224, at PP 412-413 (2013) (SPP).
66 87 FERC ¶ 61,223, order on reh’g, 89 FERC ¶ 61,136 (1999).
67 See Order No. 697, at PP 1058-61.
68 Third-Party Provision of Ancillary Services; Accounting and Financial Reporting for New Electric Storage Technologies, Order No. 784, FERC Stats. & Regs. ¶ 31,349, at PP 200-201 (2013), order on reh’g, 146 FERC ¶ 61,114 (2014).
69 Third-Party Provision of Primary Frequency Response Service, Order No. 819, 80 Fed. Reg. 73,965 (Nov. 27, 2015), 153 FERC ¶ 61,220, at PP 70-71(2015).
70 Revised Public Utility Filing Requirements, Order No. 2001, FERC Stats. & Regs. ¶ 31,127, reh’g denied, Order No. 2001-A, 100 FERC ¶ 61,074, reh’g denied, Order No. 2001-B, 100 FERC ¶ 61,342, order directing filing, Order No. 2001-C, 101 FERC ¶ 61,314 (2002), order directing filing, Order No. 2001-D, 102 FERC ¶ 61,334, order refining filing requirements, Order No. 2001-E, 105 FERC ¶ 61,352 (2003), order on clarification, Order No. 2001-F, 106 FERC ¶ 61,060 (2004), order revising filing requirements, Order No. 2001-G, 120 FERC ¶ 61,270, order on reh’g and clarification, Order No. 2001-H, 121 FERC ¶ 61,289 (2007), order revising filing requirements, Order No. 2001-I,
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market power analysis pursuant to the Commission’s regional schedule adopted in Order
No. 697, as modified in Order No. 816, to the extent applicable. In addition, pursuant to
the requirements set forth in Section 35.42 of the Commission’s regulations, Applicant
agrees to file timely notices of material changes in status that explain whether such
changes reflect a departure from the characteristics relied upon by the Commission in
originally granting Applicant’s market-based rate authority.71
Applicant agrees to comply with the Commission’s market-behavior rules
codified at 18 C.F.R. § 35.41. In accordance with Section 35.41(c) of the Commission’s
regulations,72 as amended by Order Nos. 768 and 768-A,73 to the extent Applicant
engages in reporting of transactions to publishers of electric or natural gas price indices,
Applicant will identify in their EQRs the publishers of electricity and natural gas indices to which Applicant reports their transactions.
VII. REQUEST FOR WAIVERS AND ADDITIONAL BLANKET AUTHORITY
Applicant requests waivers and authorizations from the Commission consistent with those which have been granted to other power marketers and independent power producers with market-based rate authority. In particular, Applicant requests:
Waiver of subparts B and C of Part 35, regarding the filing of rate schedules, except Sections 35.12(a), 35.13(b), 35.15, and 35.16;
FERC Stats. & Regs. ¶ 31,282 (2008); Electricity Market Transparency Provisions of Section 220 of the Federal Power Act, Order No. 768, FERC Stats. & Regs. ¶ 31,336 (2012), order partially extending compliance date, 142 FERC ¶ 61,105, order on reh’g, Order No. 768-A, 143 FERC ¶ 61,054 (2013) (requiring market participants excluded from Commission jurisdiction under Section 205 of the FPA that have more than a de minimis market presence to file EQRs); Revisions to Electric Quarterly Report Filing Process, Order No. 770, FERC Stats. & Regs. ¶ 31,338 (2012) (adopting filing of EQRs in XML format).
71 18 C.F.R. § 35.42.
72 Id. at § 35.41(c).
73 Order No. 768, at PP 137-138, 178; Order No. 768-A, at PP 40, 47.
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Waiver of Parts 41, 101 with the exception that waiver of the provisions that apply to hydropower licensees is not granted with respect to licensed hydropower projects, and 141 of the Commission’s regulations regarding accounts, records, and memoranda, except Sections 141.14 and 141.15;
Blanket authorization for all future issuances of securities and assumptions of liabilities pursuant to Section 204 of the Federal Power Act, 15 U.S.C. § 824e, and Part 34 of the Commission’s regulations, 18 C.F.R. § 34;74 and
Such other further relief as the Commission may deem appropriate.
VIII. ASSET APPENDICES
Section 35.37 of the Commission’s regulations75 requires market-based
rate sellers to include an appendix of assets in the form provided in Appendix B of Order
Nos. 69776 and 816,77 as modified by Order No. 816-A,78 when submitting a market power analysis. In accordance with Order No. 816, asset appendices for Applicant and its affiliates are provided in workable electronic spreadsheet format and included as
Attachments B-1 and B-2 to this application.79
74 For the reasons set forth in the application, Applicant requests that the Commission (i) issue a notice of the Part 34 blanket authorization request contemporaneously with, and with the same comment period as, the notice of this application’s request for market-based rate authorization and (ii) grant the Part 34 request in the order granting market-based rate authority so that it will be fully effective at the time of the order without imposing any further notice period.
75 18 C.F.R. § 35.37.
76 See Order No. 697, FERC Stats. & Regs. ¶ 31,352, App. B.
77 Order No. 816, at App. B.
78 Order No. 816-A, at P 61.
79 Order No. 816, at PP 305-306.
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IX. EFFECTIVE DATE
Applicant requests a waiver of the Commission’s 60-day notice
requirement in order to permit its proposed MBR Tariff to become effective on
January 10, 2017 (i.e. the date by which Applicant’s affiliates have requested approval
for the Transaction). Applicant’s delay in filing this application was a result of a need on
the part of Applicant’s parent company, Lightstone Generation, to assess its commercial
obligations after the Transaction closes and determine the most effective structure for
continuing commercial operation of the Assets. Applicant is filing the instant application
as soon as the need for such market-based rate authorization became apparent. Good
cause exists to grant such waiver80 because this application does not present horizontal or
vertical market power concerns, as the Commission recently found in granting market- based rate authorization to Applicant’s affiliates that will own the Assets.81 Moreover,
allowing a market-based rate tariff to become effective within 30 days of filing is
consistent with Commission precedent.82
X. CONCLUSION
WHEREFORE, Applicant respectfully requests that the Commission:
(1) grant it authority to make sales of capacity, energy, and ancillary services within the
PJM BAA pursuant to the MBR Tariff attached hereto as Attachment A; (2) accept the
80 See Central Hudson Gas & Elec. Corp., 60 FERC ¶ 61,106 at 61,339 (articulating a policy under which waiver of the prior notice filing requirement will be granted for good cause provided the proposed rate schedule is filed prior to commencement of service), on reh’g, 61 FERC ¶ 61,089 (1992).
81 Darby Power, LLC, et al., Docket Nos. ER17-256, et al., Letter Order (Dec. 20, 2016).
82 See, e.g., Life Energy LLC, Docket No. ER16-1148 (June 29, 2016) (granting request for market-based rate tariff to become effective one day after filing).
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MBR Tariff for filing with an effective date of January 10, 2017 (i.e., the date by which
Applicants’ affiliates have requested approval for the Transaction); (3) grant such waivers and blanket authorizations as the Commission has granted in the past to other companies with market-based rate authority; and (4) designate Lightstone Marketing as a
Category 2 Seller, as defined in 18 C.F.R.§ 35.36(a)(3), in the Northeast region.
Respectfully submitted,
/s/ Brooksany Barrowes /s/ Jessica C. Friedman Brooksany Barrowes Jessica C. Friedman Emil J. Barth Erin K. Bartlett Gina Khanna Van Ness Feldman, LLP BAKER BOTTS L.L.P. 1050 Thomas Jefferson St., NW 1299 Pennsylvania Ave., N.W. Washington, DC 20007 Washington, DC 20004-2400 (202) 298-1800 (202) 639-7887 [email protected] [email protected]
Attorneys for Blackstone Energy Partners Attorneys for ArcLight Energy Partners II NQ L.P., and Blackstone Capital Fund VI, L.P. Partners VII NQ L.P.
Dated: December 23, 2016
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LIST OF DOCUMENTS SUBMITTED
Attachment A PDF of Market-Based Rate Tariffs Filed in Plain Text and RTF
Attachment B-1 Order No. 816 Asset Appendix of ArcLight Energy Partners Fund VI, L.P. in Workable Electronic Spreadsheet Format
Attachment B-2 Order No. 816 Asset Appendix of Blackstone Energy Partners II NQ L.P. and Blackstone Capital Partners VII NQ L.P. in Workable Electronic Spreadsheet Format
Attachment C Affidavit of Julie R. Solomon
ATTACHMENT A
Market Based Rate Tariff
MARKET-BASED RATE TARIFF
1. Availability: Lightstone Marketing LLC (“Seller”) makes wholesale sales of electric energy and capacity available under this Tariff to any purchaser for resale in the market administered by PJM Interconnection, L.L.C. (“PJM”). Seller also makes available to any purchaser within the PJM market the ancillary services listed in this Section 1:
RTO/ISO Specific
PJM: Seller offers regulation and frequency response service, energy imbalance service, and operating reserve service (which includes spinning, 10-minute, and 30-minute reserves) for sale into the market administered by PJM and, where the PJM Open Access Transmission Tariff permits, the self-supply of these services to purchasers for a bilateral sale that is used to satisfy the ancillary services requirements of the PJM Office of Interconnection.
Third Party Provider: Seller offers Regulation Service, Reactive Supply and Voltage Control Service, Energy and Generator Imbalance Service, Operating Reserve-Spinning, Operating Reserve-Supplemental, and Primary Frequency Response Service. Sales will not include the following: (1) sales to an RTO or an ISO, i.e., where that entity has no ability to self-supply ancillary services but instead depends on third parties; and (2) sales to a traditional, franchised public utility affiliated with the third-party supplier, or sales where the underlying transmission service is on the system of the public utility affiliated with the third-party supplier. Sales of Operating Reserve-Spinning and Operating Reserve-Supplemental will not include sales to a public utility that is purchasing ancillary services to satisfy its own open access transmission tariff requirements to offer ancillary services to its own customers, except where the Commission has granted authorization. Sales of Regulation Service and Reactive Supply and Voltage Control Service will not include sales to a public utility that is purchasing ancillary services to satisfy its own open access transmission tariff requirements to offer ancillary services to its own customers, except at rates not to exceed the buying public utility transmission provider’s OATT rate for the same service or where the Commission has granted authorization.
2. Applicability: This Tariff is applicable to all wholesale sales of electric energy, capacity and/or ancillary services by Seller not otherwise expressly subject to another rate schedule of Seller.
3. Rates: All sales under this Tariff shall be made at rates established by agreement between the purchaser and Seller.
4. Other Terms and Conditions: All other terms and conditions for any sales under this Tariff shall be established by agreement between the purchaser and Seller.
5. Effective Date: This Tariff shall be effective upon the date authorized by the Federal Energy Regulatory Commission.
6. Compliance With Commission Regulations. Seller shall comply with the provisions of 18 C.F.R. Part 35, Subpart H, as applicable, and with any conditions the Commission imposes in its orders concerning Seller’s market-based rate authority, including orders in which the Commission authorizes Seller to engage in affiliate sales under this Tariff or otherwise restricts or limits the Seller’s market-based rate authority. Failure to comply with the applicable provisions of 18 C.F.R. Part 35, Subpart H, and with any orders of the Commission concerning Seller’s market-based rate authority, will constitute a violation of this Tariff.
7. Limitations and Exemptions Regarding Market-Based Rate Authority: Seller has no additional limitations on its market-based rate authority. The Commission granted Seller the following exemptions in Docket No. ER17-____-000: (i) waiver of the accounting and reporting requirements contained in 18 C.F.R. Parts 41, 101 with the exception that waiver of the provisions of Part 101 that apply to hydropower licensees is not granted with respect to licensed hydropower projects, and 141 except Sections 141.14 and 141.15, and; (ii) waiver of 18 C.F.R. Part 35, Subparts B and C, except Sections 35.12(a), 35.13(b), 35.15, and 35.16; and (iii) blanket authorization for the future issuance of securities and debt and the assumption of liabilities pursuant to 18 C.F.R. Part 34.
8. Seller Category: Seller is a Category 2 Seller, as defined in 18 C.F.R. § 35.36(a), in the Northeast region.
ATTACHMENT B-1
Asset Appendix of ArcLight Energy Partners Fund VI, L.P.
ATTACHMENT B-2
Asset Appendix of Blackstone Energy Partners II NQ L.P. and Blackstone Capital Partners VII NQ L.P.
ATTACHMENT C
Affidavit of Julie R. Solomon
UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION
Lightstone Marketing LLC ) Docket No. ER17-___-000
AFFIDAVIT OF JULIE R. SOLOMON INTRODUCTION
My name is Julie R. Solomon. I am a Managing Director at Navigant Consulting, Inc. My business address is 1200 19th Street, N.W., Suite 700, Washington, DC 20036. A large portion of my consulting activities involves electric utility industry restructuring and the transition from regulation to competition. I have been involved extensively in consulting on market power issues concerning mergers, other asset transactions and market rate applications. I have filed a number of affidavits before the Federal Energy Regulatory Commission (“Commission”) in connection with electric utility mergers, the purchase and sale of jurisdictional assets, applications for market-based rates, and triennial updates. Included among these, I recently filed an affidavit in connection with a section 203 application relating to a transaction in which affiliates of Lightstone Marketing LLC (“Lightstone Marketing”) are acquiring four generating facilities from AEP Generation Resources Inc. and AEP Generating Company.1 I also filed an affidavit in connection with section 205 applications submitted on behalf of those subsidiaries.2 My resume is included as Exhibit JRS-1.
I have been asked by counsel for Lightstone Marketing (“Applicant” or “Seller”) to perform an analysis of market power in connection with its application for market-based rates.
1 Joint Application for Authorization of Disposition of Jurisdictional Assets Under Section 203 of the FPA of AEP Generation Resources, Inc., et al., Docket No. EC17-11-000, filed October 13, 2016. 2 On October 31, 2016, Gavin Power, LLC, in Docket No. ER17-242-000, Lawrenceburg Power, LLC, in Docket No. ER17-243-000, Waterford Power, LLC, in Docket No. ER17-245-000, and Darby Power, LLC, in Docket No. ER17-256-000, each submitted a market-based rate application. These applications were accepted by letter order issued December 20, 2016 with their respective market-based tariffs effective January 1, 2017.
1
My analysis is consistent with the Commission’s guidelines contained in Order No. 6973 and Order No. 816.4
I provide an evaluation of horizontal and vertical market power issues for the relevant balancing authority areas (“BAA”) in which Applicant or its subsidiaries will own generation.
SUMMARY OF CONCLUSIONS
Based on the analyses discussed herein, I find that, under the Commission’s guidelines, Applicant satisfies the Commission’s horizontal market power screens and does not have vertical market power in the relevant markets.
The analyses I have conducted are consistent with Order No. 697 and related orders. I have performed the two indicative horizontal market power screens required by the Commission, namely a pivotal supplier analysis based on the annual peak demand of the relevant market (“Pivotal Supplier Analysis”) and a market share analysis (“Market Share Analysis”) applied on a seasonal basis for a December 2014-November 2015 study period. Consistent with Order No. 697, I examined the relevant default geographic market where the generation owned or controlled by Applicant is physically located, namely the PJM Interconnection, L.L.C. (“PJM”) BAA.
Applicant readily passes both the Pivotal Supplier Analysis and the Market Share Analysis in PJM and therefore lack horizontal market power.
Applicant cannot erect barriers to entry. Applicant is not affiliated with any transmission assets in PJM other than limited and discrete facilities necessary to interconnect its affiliated
3 Market-Based Rates for Wholesale Sales of Elec. Energy, Capacity and Ancillary Servs. by Pub. Utils., Order No. 697, FERC Stats. & Regs. ¶ 31,252, clarified, 121 FERC ¶ 61,260 (2007), order on reh'g and clarification, Order No. 697-A, FERC Stats. & Regs ¶ 31,268, order on reh'g and clarification, 124 FERC ¶ 61,055, order on reh'g and clarification, Order No. 697-B, FERC Stats. & Regs ¶ 31,285 (2008), order on reh'g and clarification, Order No. 697-C, FERC Stats. & Regs ¶ 31,291 (2009), order on reh'g and clarification, Order No. 697-D, FERC Stats. & Regs. ¶ 31,305, order on clarification, 131 FERC ¶ 61,021, reh'g denied, 134 FERC ¶ 61,046 (2010), appeal docketed sub nom. Mont. Consumer Counsel v. FERC, Nos. 08-71827, et al. (9th Cir. filed May 1, 2008) (collectively, ”Order No. 697”) (codified at 18 C.F.R. pt. 35). 4 Refinements to Policies and Procedures for Market-Based Rates for Wholesale Sales of Electric Energy, Capacity and Ancillary Services by Public Utilities, Order No. 816, 153 FERC ¶ 61,065 (2015) reh’g, Order No. 816-A, 155 FERC ¶ 61,188 (2016).
2
generation facilities to the grid. Further, neither Applicant nor its affiliates has any ownership interest in or control of fuel supplies or delivery systems in PJM that could raise barriers to entry in PJM. Accordingly, there are no concerns with regard to barriers to entry. I understand that an affirmative statement on behalf of Applicant and its affiliates is included in the Application that they have not and will not erect barriers to entry.
Thus, Applicant lacks both horizontal and vertical market power in the relevant markets.
DESCRIPTION OF APPLICANT
A detailed description of Applicant is included in the Application.
Lightstone Marketing is a wholly-owned subsidiary of Lightstone Generation LLC, which is a special purpose entity formed by ArcLight Energy Partners Fund VI, L.P., Blackstone Energy Partners II NQ L.P., and Blackstone Capital Partners NQ VII L.P.
Exhibit JRS-2 provides a list of the generating units that are owned or will be owned by Applicant or its affiliates in PJM and relevant first-tier markets. Applicant and its affiliates do not have any long-term purchase agreements in PJM.
HORIZONTAL MARKET POWER
Background and Analytic Approach
In Order No. 697, the Commission codified a methodology for assessing market power to be used by an applicant requesting market-based rate authority under section 205 of the Federal Power Act or in making its required triennial market power update filings. The Commission applies two screens – the Pivotal Supplier Analysis and the Market Share Analysis – intended to demonstrate a lack of horizontal market power. If an entity fails to pass either of the screens, there is a presumption of horizontal market power and further analysis is required.
In Order No. 697, the Commission defines the default relevant market as the BAA or the RTO/ISO market, as applicable, where the seller is located.5 Where a generator is interconnected to a non-affiliate owned transmission system, the only relevant market is the
5 Order No. 697 at P 231.
3
BAA in which the generator is located.6 All of Applicant’s generation is located in PJM, and none of this generation is located in a PJM submarket. Applicant only intends to operate as a power marketer engaged in wholesale electric power transactions in PJM. Accordingly, the only relevant market for purposes of the Application is PJM.
Pivotal Supplier Analysis
The Pivotal Supplier Analysis seeks to determine if load can be served without an applicant’s generation. Order No. 697 specifies a number of calculations for the Pivotal Supplier screen.7
First, Total Uncommitted Supply is calculated based on installed capacity (adjusted for long-term firm purchases and sales) plus imports less the reserve requirement (i.e., operating reserves) less the average daily peak native load for the peak month.
Second, Wholesale Load is calculated based on the difference between the annual peak load (needle peak) for the BAA and the average daily peak native load for the peak month.
Third, Net Uncommitted Supply is calculated based on the difference between Total Uncommitted Supply and Wholesale Load. Seller’s Uncommitted Capacity is based on Seller’s Total Installed Capacity less its average daily peak native load.
If Seller’s Uncommitted Capacity is less than the Net Uncommitted Supply, the Pivotal Supplier Analysis is passed.
Market Share Analysis
The Market Share Analysis evaluates, for each of the four seasons, whether the applicant has a dominant position in the market, with dominance defined as a market share in excess of 20 percent. Order No. 697 specifies a number of calculations for the market share screen.8
6 Id. at P 232 n.217. 7 See Appendix A, Part I of Order No. 697. The format of the pivotal supplier screen was updated in Order No. 816. 8 See Appendix A, Part II of Order No. 697. The format of the market share screen was updated in Order No. 816.
4
First, Seller and Affiliate Capacity is calculated based on installed capacity (adjusted for long-term firm purchases and sales) plus imports less planned outages. Non-Affiliate Capacity is calculated in a similar manner.
Second, Capacity Deductions are calculated based on average peak native load in the 9 season (averaged over all days) plus operating reserves, and allocated between Seller and Others.
Third, Seller’s Uncommitted Capacity is calculated by subtracting the Capacity Deductions attributed to Seller from Seller and Affiliate Capacity; and Total Competing Supply is calculated by subtracting the Capacity Deductions attributed to others from Non-Affiliate Capacity. Total Seasonal Uncommitted Capacity is the sum of Seller’s Uncommitted Capacity and Total Competing Supply.
Finally, Seller’s Market Share is calculated as Seller’s Uncommitted Capacity as a percent of Total Seasonal Uncommitted Capacity.
If Seller’s Market Share is less than 20 percent in all seasons, the Market Share Analysis is passed.
Assumptions
Relevant Geographic Markets. PJM is the relevant geographic market.
Study Period. My analysis is based on a December 2014-November 2015 study period. The Clarification Order indicates that the study period for new market-based rate applications for “[a]ll other Applicant [other than transmission-owning Applicant] filing applications for an initial market-based rate authorization should rely on the most recent available actual historical data for each complete season of: winter (December – February), spring (March – May), summer (June – August) and fall (September – November).”10
9 Consistent with the Clarification Order, 121 FERC ¶ 61,260 (2007) I used the following seasons for my analysis: Winter (December-February), Spring (March-May), Summer (June-August) and Fall (September-November). 10 Clarification Order, 121 FERC ¶ 61,260 at P 12(d) (2007).
5
The study period I am using is the same as the period that will be used for the Northeast Region triennials that will be filed in December 2016.
Reliance on Previous Filings. For the purpose of my analyses I primarily rely on the recently- accepted analysis I submitted on behalf of Exelon in connection with a notice of change in status filing.11 I rely on this filing for market data on generation, load, planned outages and operating reserves.12 The only change in the instant filing is with respect to the simultaneous import limit (“SIL”). I use SIL data recently submitted to the Commission by PJM in connection with the upcoming Northeast Region triennial market-based rate filings.13 Although these SILs have not yet been approved by the Commission, the SILs most recently approved by the Commission (in 2014) are outdated.14 The analysis being submitted here also is similar to the analysis I submitted in Docket Nos ER17-242-000, ER17-243-000, ER17-245-000, and ER17-256-000 (see note 2).
For the Pivotal Supplier Analysis, I use summer ratings. For the Market Share Analysis, I use winter ratings for the winter season, and summer ratings for all other seasons.
Results of Analysis
The market screen results for the Applicant for the PJM market are discussed below. The results of the Pivotal Supplier Analysis are included in Exhibits JRS-3 and for the Market Share Analysis are included in Exhibit JRS-4. These analyses are conducted in a manner consistent
11 Notice of Change in Status, Exelon MBR Entities, Docket Nos. ER10-2997, et al., April 22, 2016; Atlantic City Elec. Co., et al., Docket Nos. ER10-2997, et al. (Oct. 26, 2016) (unpublished letter order). 12 The workpapers supporting the indicatives screens for the Exelon Notice of Change in Status filing were included with that filing. Because I rely on that filing, I have not resubmitted the backup data. As noted in that filing: (i) I relied on data reported by ABB, Energy Velocity based on seasonal EIA-860 ratings; (ii) I calculated operating reserves for PJM and its relevant submarkets based on PJM Manual 13 (Emergency Operations); (iii) I used load data reported by PJM; and (iv) I calculated average planned outages for each of the seasons based on the day- ahead planned outage forecast reported by PJM (at the time of the analysis, the FERC Form 714 data had not yet been submitted). 13 PJM’s recent SIL study is for the December 2014-November 2015 study period. See PJM Interconnection, L.L.C., Informational Filing of 2015 Simultaneous Import Limit Study Report for PJM Region, Docket No. AD10-2-007 (filed Sept. 2, 2016). 14 New Brunswick Energy Marketing Corp., Order on Simultaneous Transmission Import Limit Values For the Northeast Region, 147 FERC ¶ 61,190 (2014). These SILs were for the December 2011-November 2012 study period.
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with Order Nos. 697 and 816, and, as required, an electronic version of the screens is being submitted.
Pivotal Supplier Analysis. Applicant’s Installed Capacity in PJM is 9,566 MW. Applicant is conservatively attributed 2,762 MW of imports, consisting of all of its affiliated uncommitted capacity in New York Independent System Operator, Inc. (“NYISO”), which is the only first-tier BAA to PJM where Applicant’s affiliates have generation. Thus, Seller’s Uncommitted Capacity is 12,328 MW. Net Uncommitted Supply is 45,283 MW. Because Seller’s Uncommitted Capacity is less than the Net Uncommitted Supply, the Pivotal Supplier Screen is passed. See Exhibit JRS-3.
Market Share Analysis. Applicant’s Installed Capacity is 9,566 MW in the summer and 10,206 MW in the other seasons. Applicant is conservatively attributed 2,762 MW of imports in the summer and 3,012 MW in the other seasons, consisting of all of its affiliated uncommitted capacity in NYISO. Thus, Seller’s Uncommitted Capacity ranges from 12,328 MW to 13,218 MW. Total Seasonal Uncommitted Capacity ranges from 69,441 MW to 91,374 MW. Seller’s Market Share ranges from 14.5 to 17.8 percent. This is conservative because I treat all of Applicant’s affiliated uncommitted capacity in NYISO as imports into PJM, rather than allocating a pro rata share based on total uncommitted capacity in first-tier markets. Further, I assign no planned outages to Applicant or its affiliated generation in PJM or NYISO. Because Seller’s Market Share is less than 20 percent in all seasons, the Market Share Screen is passed. See Exhibit JRS-4.
Thus, on the basis of the Commission’s screens, Applicant does not have horizontal market power in PJM.
VERTICAL MARKET POWER
Transmission
7
The only transmission currently owned by Applicant and its affiliates in PJM consists of the limited and discrete facilities necessary to interconnect its affiliated generation facilities to the grid.15
Barriers to Entry
Neither Seller nor any of its affiliates has any ownership interest in or control of fuel supplies, fuel delivery systems, or other inputs to electricity markets that could raise barriers to entry in PJM.
I understand that an affirmative statement on behalf of Applicant and its affiliates is included in the Application that they have not and will not erect barriers to entry.
Based on these facts, Applicant has demonstrated a lack of vertical market power.
CONCLUSION
On the basis of the foregoing analysis, Applicant clearly satisfies the Commission’s horizontal and vertical market power tests for market-based rate authority. Applicant passes the requisite screens for horizontal market power in relevant markets and does not have vertical market power.
15 Pursuant to a proposed transaction whereby GridLiance West Transco, LLC, an affiliate of Applicant, will acquire certain transmission assets from Valley Electric Transmission Association, LLC, Applicant may become affiliated with operational transmission facilities in the western United States. Upon consummation of this proposed transaction, however, the transmission will remain fully subject to CAISO’s functional control and Open Access Transmission Tariff (“OATT”) rules and GridLiance West Transco, LLC will recover its associated revenue requirement under the CAISO OATT.
8 Exhibit JRS‐1
Julie R. Solomon
Julie R. Solomon Julie Solomon is a Managing Director at Navigant Consulting, Inc. in Managing Director the Energy Practice’s Power Systems, Markets & Pricing group. She Navigant Consulting has more than 20 years of consulting experience, specializing in the Suite 700 areas of regulatory and utility economics, financial analysis and 1200 19th Street NW business valuation. Ms. Solomon has participated in analysis of Washington, DC 20036 Tel: 202-481-8492 proposed regulatory reforms, supply options and utility industry Fax: 202 973-2401 restructuring in the gas and electric industries. She also has advised [email protected] utility clients in corporate strategy and corporate restructuring, and consulted to legal counsel on a variety of litigation and regulatory Professional History matters, including antitrust litigation and contract disputes. She has Managing Director, Navigant filed testimony in numerous proceedings before the Federal Energy Consulting - 2010-Present Regulatory Commission. Much of her current practice focuses on Vice President, Charles River Associates - 2001-2010 regulatory and market power issues concerning mergers and Senior Vice President, Putnam, acquisitions and compliance filings in the electricity market. Hayes and Bartlett, Inc. and PHB Hagler Bailly, Inc., Washington, DC - 1986-2000 » Advised clients in the electric and gas utility industry on Economist, Economic Consulting competition issues, including the impact of mergers on Services, Inc., Washington, DC - competition. Directed a large number of analytic studies 1979-1986 relating to obtaining merger approval from regulatory Economist, U.S. Department of Labor, Washington, DC - 1976-1979 authorities.
Education » Advised clients in the electric utility industry on restructuring M.B.A. Finance, The Wharton School strategies, including potential mergers and acquisitions, University of Pennsylvania functional unbundling and cost savings. B.A. Economics, Connecticut College
Testimony » Consulted in the electric and gas utility industries in a variety Written testimony provided in more of regulatory and competition matters, including rate than 150 regulatory proceedings proceedings, prudence reviews, proposed regulatory reforms, analysis of supply options, privatization and restructuring.
» Advised utility and non‐utility clients on many aspects of the competitive independent power industry, including strategic and financial consulting assignments.
» Consulted legal counsel on a variety of litigation matters, including the development of expert testimony on liability issues and the calculation of damages in a variety of industries.
» Provided strategic and economic analyses for clients in trade regulatory proceedings such as dumping and subsidies.
» Provided financial and business valuation analyses in a number of transactions, including fair market value for taxation purposes and valuation of family‐owned businesses.
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Julie R. Solomon
Professional Experience
Electric and Gas Utilities Mergers and Acquisitions (Market Power and Competition Issues) » Advised clients and conducted analytic studies in connection with a large number of major electric and electric‐gas mergers and asset transactions of regulated companies. Provided testimony to FERC for a number of these types of transactions.
» Advised clients and provided confidential pre‐screening analyses for potential mergers and acquisitions.
» Conducted numerous analytic studies in connection with FERC market‐based rate applications and compliance filings for electricity sellers. Provided testimony to FERC for a number of these types of transactions.
» Conducted numerous analytic studies in connection with FERC market‐based rate applications and compliance filings for gas storage facilities. Provided testimony to FERC for a number of these types of transactions.
Utility Restructuring and Stranded Cost » Conducted analytic studies and provided litigation support in connection with state stranded cost proceedings in Ohio (Cincinnati Gas & Electric and Dayton Power & Light); West Virginia (Monongahela Power and Potomac Edison); Maryland (Potomac Edison) and Pennsylvania (West Penn Power).
» Provided analytic support evaluating the benefits of Public Service of Colorado’s proposed DC transmission line between Colorado and Kansas in support of a regulatory proceeding.
» Assisted in studies relating to privatization of the electricity industry in the United Kingdom, including development of a computer model to simulate electricity dispatch and project future prices, capacity needs and utility revenues under various scenarios. During temporary assignment to London office.
» Participated in antitrust litigation involving a utility and a cogenerator, including preparation of an expert report on liability and damage issues, preparation of expert witnesses for deposition, and assistance in preparation for depositions of opposing expert and in‐house witnesses.
» Assisted in the valuation of the interests of several firms in various cogeneration projects for the purpose of combining these interests into a new entity or selling interests to third parties.
» Analyzed the financial feasibility and viability of a large number of cogeneration projects, assisted in the preparation of presentations and filings and presented testimony to the relevant public utility commission. Ms. Solomon also assisted in the development of a PC‐based financial model to analyze various cogeneration projects.
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Julie R. Solomon
» Participated in a study to analyze the financial effects of a variety of restructuring options for a utility, including transfer and/or sale of assets and subsequent sale‐leasebacks, and debt restructuring alternatives. In addition, she developed a PC‐based financial model with applications to utility restructuring plans.
» Provided litigation support in major utility rate proceedings, including assisting in the preparation of responses to interrogatories and data requests, preparation of company and outside expert witnesses for deposition and hearings, and assistance in the deposition and cross‐ examination of intervenor witnesses.
» Participated in proceedings involving regulation of an oil pipeline, which included evaluating the business risks faced by the company.
Business Valuation » Participated in a valuation study involving the fair market value of a privately held company for purposes of an IRS proceeding.
» Participated in a valuation study in a divorce proceeding, where the assets being valued included a privately held business.
» Participated in two strategic engagements that developed business plans and identified potential acquisition candidates for the client.
» Provided advice to a client concerning the benefits and potential risks of developing a partnership with a competitor.
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Julie R. Solomon
Testimony or Expert Report Experience (2013‐July 2016)
» Supplemental Affidavit on behalf of Dynegy Inc. et al., Docket Nos. EC16‐93 and ‐94, July 8, 2016. » Affidavit on behalf of Arlington Valley, LLC et al., Docket No. ER10‐2756 et al., market‐based rate triennial filing, June 30, 2016. » Affidavit on behalf of Sundevil Holdings et al., Docket No. ER16‐2107 et al., market‐based rate triennial filing, June 30, 2016. » Affidavit (with Matthew E. Arenchild) on behalf of BHE Northwest Companies, Docket No. ER10‐3246 et al., market‐based rate triennial filing, June 30, 2016. » Affidavit on behalf of BHE Renewables, LLC, Docket No. ER13‐520 et al., market‐based rate triennial filing, June 30, 2016. » Affidavit on behalf of Atlantic Renewable Projects II LLC et al., Docket No. ER10‐2822 et al., market‐based rate triennial filing, June 30, 2016. » Affidavit on behalf of the Calpine MBR Sellers, Docket No. ER10‐2042 et al., market‐based rate triennial filing, June 30, 2016. » Affidavit on behalf of the NorthWestern Corporation, Docket No. ER11‐1858, market‐based rate triennial filing, June 29, 2016. » Affidavit on behalf of the ArcLight Energy Marketing et al., LLC, Docket No. ER16‐2014 et al., market‐based rate triennial filing, June 24, 2016. » Affidavit on behalf of River Bend Solar, LLC Docket No. ER16‐1913, application for market‐based rates, June 10, 2016. » Affidavit (with Matthew E. Arenchild) on behalf of Nevada Power Company et al., Docket No. EC16‐130, application for authorization of disposition of jurisdictional facilities, June 7, 2016. » Affidavit on behalf of Apple Energy, LLC, Docket No. ER16‐1887, application for market‐based rates, June 6, 2016. » Affidavit on behalf of Marshall Solar, LLC, Docket No. ER16‐1872, application for market‐based rates, June 3, 2016. » Affidavit on behalf of the Dominion Companies, Docket No. ER13‐2109 et al., notice of change in status filing, May 25, 2016. » Affidavit on behalf of Eastern Shore Solar LLC, Docket No. ER16‐1750, application for market‐ based rates, May 20, 2016. » Affidavit on behalf of Roswell Solar LLC and Chaves County Solar, LLC, Docket No. ER16‐1440 and ER16‐1672, applications for market‐based rates, May 20, 2016 and May 17, 2016. » Affidavit on behalf of Exelon MBR Entities, Docket No. ER10‐2997 et al., notice of change in status filing, April 22, 2016.
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» Affidavit on behalf of Live Oak Solar LLC, White Oak Solar, LLC, and White Pine Solar, LLC, Docket No. ER16‐1354, ER16‐1293 and ER16‐1277, applications for market‐based rates, April 6, 2016, March 30, 2016 and March 25, 2016. » Affidavit on behalf of Atlas Power Finance, LLC, Dynegy Inc., Energy Capital Partners III, LLC, and GDF SUEZ Energy North America, Inc., Docket No. EC16‐93, application for authorization of disposition of jurisdictional facilities, March 25, 2016. » Affidavit on behalf of Dynegy Inc. and Energy Capital Partners III, LLC, Docket No. EC16‐94, application for authorization of disposition of jurisdictional facilities, March 25, 2016. » Affidavit on behalf of Grande Prairie Wind, LLC, Docket No. ER16‐1258, application for market‐ based rates, March 22, 2016. » Affidavit on behalf of Florida Power & Light Company, Docket No. ER16‐628‐001, application for market‐based rates, March 21, 2016. » Affidavit on behalf of Essential Power, LLC, Docket No. EC16‐82, application for authorization of disposition of jurisdictional facilities, February 29, 2016. » Affidavit on behalf of Duke Energy Florida, LLC, Docket No. EC16‐69, application for authorization of disposition of jurisdictional facilities, February 10, 2016. » Affidavit on behalf of Nassau Energy, LLC, Docket No. ER16‐806, application for market‐based rates, January 21, 2016. » Affidavit on behalf of ECP MBR Sellers, Docket No. ER16‐72, market‐based rate triennial filing, December 31, 2015. » Affidavit on behalf of SDG&E Sellers, Docket No. ER14‐474, market‐based rate triennial filing, December 30, 2015. » Affidavit on behalf of New Harquahala Generating Company, Docket No. ER15‐2013, market‐ based rate triennial filing, December 30, 2015. » Affidavit on behalf of Exelon SPP Entities, Docket No. ER14‐474, market‐based rate triennial filing, December 29, 2015. » Affidavit on behalf of Florida Power & Light Company, Docket No. ER16‐628‐000, application for market‐based rates, December 23, 2015. » Affidavit on behalf of ENGIE Portfolio Management, LLC et al, Docket No. ER16‐581 et al., application for market‐based rates, December 18, 2015. » Affidavit on behalf of Marshall Wind Energy, LLC, Docket No. ER16‐438, market‐based rate triennial filing, December 18, 2015. » Affidavit on behalf of Marshall Wind Energy, LLC, Docket No. ER16‐438, application for market‐ based rates, December 1, 2015. » Affidavit on behalf of Calpine Granite Holdings, LLC, Docket No. EC16‐19, application for authorization of disposition of jurisdictional facilities, October 27, 2015.
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» Affidavit on behalf of Berkshire Hathaway, Inc., Docket No. EC16‐10, application for authorization of disposition of jurisdictional facilities, October 8, 2015. » Affidavit on behalf of Panda Patriot, LLC, Docket No. ER15‐2472, application for market‐based rates, September 29, 2015. » Affidavit on behalf of Talen Energy Corporation, Docket No. EC14‐112, Motion to Amend Mitigation Plan, September 25, 2015. » Affidavit on behalf of BHE MBR Sellers, Docket No. ER12‐162, notification of change in status, September 25, 2015. » Affidavit on behalf of Talen Energy Corporation, Docket No. EC14‐112, Motion to Amend Mitigation Plan, September 8, 2015. » Affidavit on behalf of BHE MBR Sellers, Docket No. ER13‐521, response to Commission Staff Deficiency Letter and Request for Additional Information, September 24, 2015. » Affidavit on behalf of BHE MBR Sellers, Docket No. ER13‐521, supplemental filing, September 8, 2015. » Affidavit on behalf of GDF SUEZ MBR Sellers, Docket No. ER14‐1699, notice of change, August 31, 2015. » Affidavits on behalf of PacifiCorp and NV Energy, Docket No. ER15‐2283, EIM analysis, July 27, 2015. » Affidavit on behalf of NorthWestern Corporation and Beethoven Wind, LLC, Docket No. EC15‐ 176, application for authorization of disposition of jurisdictional facilities, July 24 2015. » Affidavit on behalf of MidAmerican Energy Services, LLC, Docket No. ER15‐2211, application for market‐based rates, July 24, 2015. » Affidavit on behalf of The Empire District Electric Company, Docket No. ER10‐2738, market‐ based rate triennial filing, June 30, 2015. » Affidavit on behalf of Exelon MBR Sellers, Docket No. ER10‐2172 et al., market‐based rate triennial filing, June 30, 2015. » Affidavit on behalf of Oklahoma Gas & Electric, Docket No. ER11‐2105, market‐based rate triennial filing, June 30, 2015. » Affidavit on behalf of LG&E Energy Marketing, Inc., Docket No. ER10‐1714, market‐based rate triennial filing, June 30, 2015. » Affidavit on behalf of Westar Energy, Inc., Docket No. ER10‐2507, market‐based rate triennial filing, June 29, 2015. » Affidavit on behalf of the Alabama Power Company, et al., Docket No. EL15‐39, et al., response to show cause order, June 26, 2015. » Affidavit on behalf of Wisconsin Electric Power Company, Docket No. ER15‐2019 market‐based rate triennial filing, June 26, 2015.
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» Affidavit on behalf of Panda Liberty LLC, Docket No. ER15‐1841, market‐based rate application, June 2, 2015. » Affidavit on behalf of CCI U.S. Asset Holdings LLC, Docket No. EC15‐108, application for authorization of disposition of jurisdictional facilities, March 31, 2015. » Affidavit on behalf of Florida Power & Light Company, Docket No. EC15‐102, application for authorization of disposition of jurisdictional facilities, March 23, 2015. » Affidavit on behalf of Osprey Energy Center, LLC, Docket No. EC15‐96, application for authorization of disposition of jurisdictional facilities, March 13, 2015. » Affidavit on behalf of the Berkshire Hathaway Energy MBR Sellers, Docket No. EL15‐22, et al., response to show cause order, February 9, 2015. » Affidavit on behalf of ECP MBR Sellers, Docket No. ER13‐2477, notice of change in status, January 20, 2015. » Affidavit on behalf of NorthWestern Corporation, Docket No. ER11‐1859, market‐based rate triennial filing, December 30, 2014. » Affidavit on behalf of Exelon, Docket No. ER12‐2178, market‐based rate triennial filing, December 23, 2014. » Affidavit on behalf of Dynegy Inc., Docket No. ER14‐1569, market‐based rate triennial filing, December 23, 2014. » Affidavit on behalf of Northern Indiana Public Service, Docket No. ER10‐1781, market‐based rate triennial filing, December 23, 2014. » Affidavit on behalf of AES Corp, Docket No. ER10‐3415, market‐based rate triennial filing, December 22, 2014. » Affidavit on behalf of Ameren Illinois Company, Union Electric Company, and AmerenEnergy Medina Valley Cogen, L.L.C. Docket No. ER10‐1119, ER10‐1123, and ER10‐1103, market‐based rate triennial filing, December 19, 2014. » Affidavit on behalf of Duke Energy MBR Sellers, Docket No. ER10‐1325, market‐based rate triennial filing, December 19, 2014. » Affidavit on behalf of Duke Energy Progress, Inc., Docket No. EC15‐9, application for authorization of disposition of jurisdictional facilities, October 10, 2014. » Comments of Julie R. Solomon and Matthew E. Arenchild regarding NOPR on market‐based rate authority, Docket No. RM14‐14, September 23, 2014. » Affidavit on behalf of Dynegy Resource I, LLC, Docket No. EC14‐141, application for authorization of disposition of jurisdictional facilities, September 11, 2014. » Affidavit on behalf of Dynegy Inc., Docket No. EC14‐140, application for authorization of disposition of jurisdictional facilities, September 11, 2014. » Affidavit on behalf of Calpine Fore River Energy Center, LLC, Docket No. EC14‐135, application for authorization of disposition of jurisdictional facilities, September 5, 2014.
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» Affidavit on behalf of Seiling Wind, LLC; Seiling Wind II, LLC; Mammoth Plains Wind Project, LLC; and Palo Duro Wind Energy, LLC, Docket No. ER14‐2707‐10, market‐based rate applications, August 26, 2014. » Affidavit on behalf of ECP MBR Sellers, Docket No. ER10‐2302, notification of change in status, August 18, 2014. » Affidavit on behalf of Millennium Power Partners, L.P., Docket No. ER10‐3286, notification of change in status, August 4, 2014. » Affidavit on behalf of Granite Acquisition, Inc., Docket No. EC14‐125, application for authorization of disposition of jurisdictional facilities, August 15, 2014. » Testimony (Direct and Rebuttal), on behalf of Duke Energy Florida, Inc., Docket No. 140111‐EI before the Florida Public Service Commission, Petition for Determination of Cost Effective Generation Alternative to Meet Need Prior to 2018, May 27, 2014 and August 5, 2014. » Affidavit on behalf of LS Power Development, LLC, Docket No. ER13‐2318, notification of change in status, August 4, 2014. » Supplemental Affidavit on behalf of Powerex Corp., Docket No. ER11‐2664, market‐based rate triennial filing, July 25, 2014. » Supplemental Affidavit on behalf of Berkshire Hathaway Energy, Docket No. ER13‐1266, notification of change in status, August 17, 2014. » Affidavit on behalf of RJS Power Holdings LLC and PPL Corporation, Docket No. EC14‐112, application for authorization of disposition of jurisdictional facilities, July 15, 2014. » Affidavit on behalf of South Carolina Electric & Gas Company, Docket No. ER10‐2498, market‐ based rate triennial filing, July 14, 2014. » Affidavit on behalf of Consumers Energy Company, Docket No. EC14‐110, application for authorization of disposition of jurisdictional facilities, July 1, 2014. » Affidavit on behalf of J.P. Morgan Sellers, Docket No. ER10‐2331, market‐based rate triennial filing, June 30, 2014. » Affidavit on behalf of Duke Energy MBR Sellers, Docket No. ER10‐1325, market‐based rate triennial filing, June 30, 2014. » Affidavit on behalf of PPL Southeast Companies, Docket No. ER10‐1511, market‐based rate triennial filing, June 30, 2014. » Affidavit on behalf of NextEra Companies, Docket No. ER10‐1852, market‐based rate triennial filing, June 30, 2014. » Affidavit on behalf of NextEra Companies, Docket No. ER10‐1838, market‐based rate triennial filing, June 30, 2014. » Affidavit on behalf of Brookfield Companies, Docket No. ER11‐2292, market‐based rate triennial filing, June 30, 2014.
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» Affidavit on behalf of Calpine Corp, Docket No. ER10‐1944, market‐based rate triennial filing, June 30, 2014. » Affidavit on behalf of LS Northeast MBR Sellers, Docket No. ER13‐2318, market‐based rate triennial filing, June 30, 2014. » Affidavit on behalf of GDF SUEZ Northeast MBR Sellers, Docket No. ER10‐2670, market‐based rate triennial filing, June 30, 2014. » Affidavit on behalf of Safe Harbor Water Power Corp., Docket No. ER13‐395, market‐based rate triennial filing, June 27, 2014. » Affidavit on behalf of ECP MBR Sellers, Docket No. ER13‐2477, market‐based rate triennial filing, June 23, 2014. » Affidavit on behalf of Rockland Sellers, Docket No. ER12‐1436, market‐based rate triennial filing and notification of change in status, June 19, 2014. » Affidavit on behalf of Exelon Corp and Pepco Holdings, Inc., Docket No. EC14‐96, application for authorization of disposition of jurisdictional facilities, May 30, 2014. » Affidavit on behalf of Nevada Power Co and Nevada Sun‐Peak Limited Partnership, Docket No. EC14‐83, application for authorization of disposition of jurisdictional facilities, May 2, 2014. » Affidavit on behalf of Nevada Power Co and Las Vegas Cogeneration Limited Partnership, Docket No. EC14‐84, application for authorization of disposition of jurisdictional facilities, May 2, 2014. » Affidavit on behalf of NatGen Southeast Power LLC, Docket No. EC14‐81, application for authorization of disposition of jurisdictional facilities, April 28, 2014. » Surrebuttal Testimony on Behalf of Commonwealth Edison Company, Illinois Commerce Commission, Application for a Certificate of Public Convenience and Necessity, No. 13‐0657, April 9, 2014. » Affidavit on behalf of KMC Thermo, LLC, Docket No. ER14‐1468, market‐based rate application, March 12, 2014. » Affidavit on behalf of Trailstone Power, LLC, Docket No. ER14‐1439, market‐based rate application, March 6, 2014. » Affidavit on behalf of MACH Gen, LLC et al., Docket No. EC14‐61, application for authorization of disposition of jurisdictional facilities, March 4, 2014. » Affidavit on behalf of MidAmerican Geothermal, LLC, et al., Docket No. EC14‐59, application for authorization of disposition of jurisdictional facilities, February 20, 2014. » Affidavit on behalf of Green Mountain Power Corporation, Docket No. ER11‐1933, market‐based rate triennial filing, February 7, 2014. » Affidavit on behalf of NorthWestern Corporation, et al., Docket No. EC14‐41, application for authorization of disposition of jurisdictional facilities, January 10, 2014.
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» Affidavit on behalf of NorthWestern Corporation, Docket No. ER11‐1858, notification of change in status, January 10, 2014. » Affidavit on behalf of MidAmerican Energy, Docket No. ER10‐2475, notification of change in status, January 2, 2014. » Affidavit on behalf of Powerex Corp., Docket No. ER11‐2664, market‐based rate triennial filing, December 31, 2013. » Affidavit on behalf of TransAlta, Docket No. ER10‐2847, market‐based rate triennial filing, December 31, 2013. » Affidavit on behalf of Duquesne Light Company, Docket No. ER10‐1910, market‐based rate triennial filing, December 31, 2013. » Affidavit on behalf of Constellation Energy Nuclear Group, Docket No. ER10‐2179, market‐based rate triennial filing, December 30, 2013. » Affidavit on behalf of Exelon, Docket No. ER12‐2178, market‐based rate triennial filing, December 30, 2013. » Affidavit on behalf of Dominion, Docket No. ER13‐434, market‐based rate triennial filing, December 30, 2013. » Affidavit on behalf of Brookfield Companies, Docket No. ER10‐2895, market‐based rate triennial filing, December 30, 2013. » Affidavit on behalf of Oklahoma Gas & Electric, Docket No. ER14‐882, notification of change in status/tariff filing, December 30, 2013. » Affidavit on behalf of AES Corp, Docket No. ER10‐3415, market‐based rate triennial filing, December 26, 2013. » Affidavit on behalf of JPMorgan, Docket No. ER10‐2331, market‐based rate triennial filing, December 23, 2013. » Affidavit on behalf of Northeast Utilities, Docket No. ER10‐1801, market‐based rate triennial filing, December 20, 2013. » Affidavit on behalf of Iberdrola, Docket No. ER10‐2822, market‐based rate triennial filing, December 20, 2013. » Affidavit on behalf of PHI, Docket No. ER10‐2997, market‐based rate triennial filing, December 20, 2013. » Affidavit on behalf of Essential Power, Docket No. ER12‐952, market‐based rate triennial filing, December 20, 2013. » Affidavit on behalf of Empire District, Docket No. ER14‐793, notification of change in status/tariff filing, December 20, 2013. » Affidavit on behalf of Westar Energy, Inc., Docket No. ER14‐724, notification of change in status/tariff filing, December 19, 2013.
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Julie R. Solomon
» Affidavit on behalf of Alpha Gen Power, LLC, Docket No. ER14‐630, market‐based rate application, December 16, 2013. » Affidavit on behalf of Black Bear Hydro Partners, LLC, Docket No. EC14‐28, application for authorization of disposition of jurisdictional facilities, November 14, 2013. » Affidavit on behalf of Sierra Pacific Power Company, Docket No. ER10‐2474, notification of change in status, November 4, 2013. » Affidavit on behalf of ECP, Docket No. ER11‐3859, notification of change in status, September 30, 2013. » Affidavit on behalf of Steele Flats Wind Project, LLC, Docket No. ER13‐2474, market‐based rate application, September 27, 2013. » Affidavit on behalf of Tuscola Wind II, LLC, Docket No. ER13‐2458, market‐based rate application, September 26, 2013. » Affidavit on behalf of Pheasant Run Wind, LLC and Pheasant Run Wind II, LLC, Docket Nos. ER13‐2461‐2, market‐based rate applications, September 26, 2013. » Affidavit on behalf of TPF II and USPG Holdings, LLC, Docket No. EC13‐154, application for authorization of disposition of jurisdictional facilities, September 25, 2013. » Affidavit on behalf of Seneca Generation, LLC et al., Docket Nos. ER13‐2316‐9, market‐based rate applications, September 4, 2013. » Affidavit on behalf of Seneca Generation, LLC et al., Docket No. EC13‐143, application for authorization of disposition of jurisdictional facilities, September 4, 2013. » Supplemental Affidavit on behalf of MidAmerican Energy (Silver Merger Sub, Inc.), Docket No. EC13‐128, application for authorization of disposition of jurisdictional facilities, August 17, 2013. » Affidavit on behalf of Desert Sunlight 250, LLC and Desert Sunlight 300, LLC, Docket Nos. ER13‐ 1991‐2, market‐based rate applications, July 17, 2013. » Affidavit on behalf of MidAmerican Energy (Silver Merger Sub, Inc.), Docket No. EC13‐128, application for authorization of disposition of jurisdictional facilities, July 12, 2013. » Affidavit on behalf of Calpine Southwest MBR Sellers, Docket No. ER10‐1942, market‐based rate triennial filing, July 1, 2013. » Affidavit on behalf of NextEra Companies, Docket No. ER10‐1847, market‐based rate triennial filing, July 1, 2013. » Affidavit on behalf of Wayzata Entities, Docket No. ER10‐1777, market‐based rate triennial filing, July 1, 2013. » Affidavit on behalf of AES MBR Affiliates, Docket No. ER10‐3415, market‐based rate triennial filing, July 1, 2013. » Affidavit on behalf of Sierra Pacific Power Company, et al. under ER10‐2474, Docket No. ER10‐ 24744, market‐based rate triennial filing, July 1, 2013.
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Julie R. Solomon
» Affidavit on behalf of NorthWestern Corporation, Docket No. ER11‐1858, market‐based rate triennial filing, July 1, 2013. » Affidavit on behalf of SGOC Southwest MBR Sellers, Docket No. ER10‐2864, market‐based rate triennial filing, June 28, 2013. » Affidavit on behalf of GWF Energy LLC, et al. Docket No. ER10‐3301, market‐based rate triennial filing, June 28, 2013. » Affidavit on behalf of NV Energy, Inc., application for approval of internal reorganization, Docket No. EC13‐113, May 31, 2013. » Affidavit on behalf of Midwest Generation, LLC, Docket No. EC13‐103, application for authorization of disposition of jurisdictional facilities, May 6, 2013. » Affidavit of behalf of Nevada Power Company (with Matthew E. Arenchild), Docket No. EC13‐ 96, application for authorization of disposition of jurisdictional facilities, April 17, 2013. » Affidavit of behalf of Dynegy Inc., Docket No. EC13‐93, application for authorization of disposition of jurisdictional facilities, April 16, 2013. » Application on behalf of Florida Power & Light Company, Docket No. EC13‐91, application for authorization of disposition of jurisdictional facilities, April 12, 2013. » Affidavit on behalf of Blythe Energy LLC, et al., Docket No. EC13‐89, application for authorization of disposition of jurisdictional facilities, April 2, 2013. » Affidavit on behalf of New Harquahala Generating Company, LLC, Docket No. ER10‐3310, market‐based rate triennial filing, March 29, 2013. » Affidavit on behalf of Dominion Energy Brayton Point, et al., Docket No. EC13‐82, application for authorization of disposition of jurisdictional facilities, March 21, 2013. » Affidavit on behalf of Duke Energy Carolinas, LLC et al., Docket No. ER10‐2566, et al., notice of change in status, January 29, 2013. » Affidavit on behalf of CCI Roseton LLC, Docket No. ER13‐773, market‐based rate application, January 17, 2013. » Affidavit on behalf of CCI Roseton LLC, Docket No. EC13‐63, application for authorization of disposition of jurisdictional facilities, January 16, 2013.
Page 12 Exhibit JRS-2
Generation Affiliated with Lightstone Marketing LLC in PJM and First-Tier Markets
Ownership Interest/ Capacity Attributed Capacity (MW) Ownership (MW) BAA Generation Facility Summer Winter Share Summer Winter PJM (ArcLight) PJM Lawrenceburg Energy Facility 1,120.0 1,186.0 100.00% 1,120.0 1,186.0 PJM General James M Gavin 2,665.0 2,665.0 100.00% 2,665.0 2,665.0 PJM Darby Electric Generating Station 471.0 510.0 100.00% 471.0 510.0 PJM Waterford Energy Facility 866.0 960.0 100.00% 866.0 960.0 PJM Keystone 1,711.2 1,711.2 44.45% 760.6 760.6 PJM Conemaugh 1,711.2 1,711.2 35.11% 600.8 600.8 PJM New Covert Generating 1,040.1 1,233.0 50.40% 1,040.1 1,233.0 PJM Crete 300.0 348.8 50.40% 300.0 348.8 PJM Lincoln 622.9 747.1 50.40% 622.9 747.1 PJM Rolling Hills 825.0 900.0 50.40% 825.0 900.0 PJM Allegheny Ridge Wind Farm, LLC 80.0 80.0 100.00% 80.0 80.0 PJM GSG, LLC 80.0 80.0 100.00% 80.0 80.0 PJM Mendota Hills LLC 50.4 50.4 100.00% 50.4 50.4 PJM Crescent Ridge LLC 53.0 53.0 100.00% 53.0 53.0 PJM Jersey-Atlantic Wind, LLC (QF) 7.5 7.5 59.30% 7.5 7.5 PJM Wind Park Bear Creek LLC (QF) 24.0 24.0 59.30% 24.0 24.0 Subtotal, PJM 9,566.3 10,206.2
NYISO (ArcLight) NYISO Astoria Generating Station 939.6 941.6 50.40% 939.6 941.6 NYISO Gowanus Gas Turbines Generating 549.3 710.7 50.40% 549.3 710.7 NYISO Narrows Gas Turbine Generating 283.4 360.8 50.40% 283.4 360.8 Subtotal, NYISO 1,772.3 2,013.1
NYISO (Blackstone) NYISO Cayuga 304.7 309.1 87.82% 304.7 309.1 NYISO Somerset 685.3 689.6 87.82% 685.3 689.6 Subtotal, NYISO 990.0 998.7 Exhibit JRS-3
Part I – Pivotal Supplier Analysis
Applicant-> Lightstone Marketing LLC Market -> PJM Data Year -> Dec 2014-Nov 2015 Row Generation Reference Seller and Affiliate Capacity (owned or controlled) A Installed Capacity (from inside the study area) 9,566 Exhibit JRS-2 A1 Remote Capacity (from outside the study area) 0 B Long-Term Firm Purchases (from inside the study area) 0 B1 Long-Term Firm Purchases (from outside the study area) 0 C Long-Term Firm Sales (in and outside the study area) 0 D Uncommitted Capacity Imports 2,762 Uncommitted affiliated generation in first tier markets
Non-Affiliate Capacity (owned or controlled) E Installed Capacity (from inside the study area) 178,216 Exelon Change in Status, Less Row A Above E1 Remote Capacity (from outside the study area) 0 F Long-Term Firm Purchases (from inside the study area) 0 F1 Long-Term Firm Purchases (from outside the study area) 0 G Long-Term Firm Sales (in and outside the study area) 0 PJM Interconnection, L.L.C., Docket No. AD10-2-007 H Uncommitted Capacity Imports 4,838 2015 PJM SIL Study (filed Sept. 2, 2016), less Row D above
I Study Area Reserve Requirement 6,466 Exelon Change in Status J Amount of Line I Attributable to Seller, if any 0
K Total Uncommitted Supply (A+A1+B+B1+D+E+E1+F+F1+H-C-G-I-M) 67,316
Load L Balancing Authority Area Annual Peak Load 143,633 Exelon Change in Status M Average Daily Peak Native Load in Peak Month 121,600 Exelon Change in Status N Amount of Line M Attributable to Seller, if any 0
O Wholesale Load (L-M) 22,034
P Net Uncommitted Supply (K-O) 45,283
Q Seller's Uncommitted Capacity (A+A1+B+B1+D-C-J-N) 12,328
Result of Pivotal Supplier Screen (Pass if Line Q < Line P) Pass (Fail if Line Q > Line P)
Total Imports (Sum D,H), as filed by Seller -> 7,600 % of SIL for Seller's imported capacity -> 0.36 % of SIL for Other's imported capacity -> 0.64
SIL value -> 7,600 Wkp-SILs Do Total Imports exceed the SIL value? -> No
Notice of Change in Status, Exelon MBR Entities, Docket Nos. ER10-2997, et al., April 22, 2016; ; Atlantic City Elec. Co., et al., Docket Nos. ER10- 2997, et al.(Oct. 26, 2016) (unpublished letter order). Exhibit JRS-4
Part II – Market Share Analysis
Applicant-> Lightstone Marketing LLC Study Area -> PJM Data Year -> Dec 2014-Nov 2015 As filed by the Applicant/Seller Row Winter Spring Summer Fall Reference (MW) (MW) (MW) (MW) Seller and Affiliate Capacity (owned, controlled or under LT contract) A Installed Capacity (inside the study area) 10,206 10,206 9,566 10,206 Exhibit JRS-2 A1 Remote Capacity (from outside the study area) 0 0 0 0 B Long-Term Firm Purchases (inside the study area) 0 0 0 0 B1 Long-Term Firm Purchases (from outside the study area) 0 0 0 0 C Long-Term Firm Sales (in and outside the study area) 0 0 0 0 D Seasonal Average Planned Outages 0 0 0 0 Conservatively assumed to be zero E Uncommitted Capacity Imports 3,012 3,012 2,762 3,012 Uncommitted affiliated generation in first tier markets
Capacity Deductions F Average Peak Native Load in the Season 112,387 94,917 117,821 95,685 Exelon Change in Status G Amount of Line F Attributable to Seller, if any 0 0 0 0 H Amount of Line F Attributable to Non-Affiliates, if any 112,387 94,917 117,821 95,685 I Study Area Reserve Requirement 6,086 5,134 6,637 5,119 Exelon Change in Status J Amount of Line I Attributable to Seller, if any 0 0 0 0 K Amount of Line I Attributable to Non-Affiliates, if any 6,086 5,134 6,637 5,119
Non-Affiliate Capacity (owned, controlled or under LT contract) L Installed Capacity (inside the study area) 192,803 190,625 178,216 185,879 Exelon Change in Status, less Row A Above L1 Remote Capacity (from outside the study area) 0 0 0 0 M Long-Term Firm Purchases (inside the study area) 0 0 0 0 M1 Long-Term Firm Purchases (from outside the study area) 0 0 0 0 N Long-Term Firm Sales (in and outside the study area) 0 0 0 0 O Seasonal Average Planned Outages 5,159 31,581 1,484 24,459 Exelon Change in Status PJM Interconnection, L.L.C., Docket No. AD10-2-007 P Uncommitted Capacity Imports 8,985 9,711 4,838 4,055 2015 PJM SIL Study (filed Sept. 2, 2016), less Row E above
Supply Calculation Q Total Competing Supply (L+L1+M+M1+P-H-K-N-O) 78,156 68,705 57,113 64,672 R Seller's Uncommitted Capacity (A+A1+B+B1+E-C-D-G-J) 13,218 13,218 12,328 13,218 S Total Seasonal Uncommitted Capacity (Q+R) 91,374 81,923 69,441 77,890
T Seller's Market Share (R÷S) 14.5% 16.1% 17.8% 17.0% Results (Pass if < 20% and Fail if ≥ 20%) Pass Pass Pass Pass
U Total Imports, as filed by Seller (E+P) 11,997 12,723 7,600 7,067 V SIL value* 11,997 12,723 7,600 7,067
Do Total Imports exceed SIL value? (is U<=V) No No No No
Notice of Change in Status, Exelon MBR Entities, Docket Nos. ER10-2997, et al., April 22, 2016; ; Atlantic City Elec. Co., et al., Docket Nos. ER10-2997, et al.(Oct. 26, 2016) (unpublished letter order).