Amazon Energy LLC Notice of Change in Status — page 1

82439822.2 0053837-00639

April 26, 2016

ELECTRONIC FILING

The Honorable Kimberly D. Bose, Secretary

Federal Energy Regulatory Commission

888 First Street, N.E.

Washington, D.C. 20426

Re:

Notice of Change in Status

Amazon Energy LLC

Docket Nos. ER15-1905

Dear Secretary Bose:

Amazon Energy LLC (“Amazon Energy”) hereby submits for filing a Notice of Change in Status

in compliance with the reporting requirements set forth in section 35.42 of the regulations of the

Federal Energy Regulatory Commission (“FERC” or “Commission”)

and Order Nos. 652 and

816.

Amazon Energy, a subsidiary of online retailer Amazon.com (“Amazon”), is tasked with

identifying and developing opportunities to manage the cost of energy for Amazon and to

maximize Amazon’s ability to seek out renewable energy options. Although Amazon Energy

does not own any wholesale electric generation facilities in North America, it has obtained

through a long-term wholesale power purchase agreement the full output associated with the

150 MW Fowler Ridge IV Wind Farm (“Fowler Ridge Project”), located in Benton County,

Indiana, within the PJM Interconnection, LLC (“PJM”) balancing authority area (“BAA”).

The Fowler Ridge Project is owned and operated by Fowler Ridge IV Wind Farm LLC (“Fowler

Ridge IV”), an indirect, wholly-owned subsidiary of Pattern Renewables LP, which is not

affiliated with Amazon Energy. Fowler Ridge IV has obtained market-based rate authority and

18 C.F.R. § 35.42, as added by

Market-Based Rates for Wholesale Sales of Electric Energy, Capacity

and Ancillary Services by Public Utilities

, Order No. 697, 119 FERC ¶ 61,295 (2007) (“Order No. 697”).

Reporting Requirements for Changes in Status for Public Utilities with Market-Based Rate Authority

Order No. 652, 110 FERC ¶ 61,097,

reh’g

, 111 FERC ¶ 61,413 (2005) (“Order No. 652”);

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) (“Order No. 816”).

ASON

OHNS

Direct (503) 294-9618

jason.johns@stoel.com

Amazon Energy LLC Notice of Change in Status — page 2

The Honorable Kimberly D. Bose, Secretary

Federal Energy Regulatory Commission

April 26, 2016

Page 2

82439822.2 0053837-00639

is an exempt wholesale generator.

The power purchase agreement has a term of 20 years, and

deliveries began on April 1, 2016. Amazon Energy intends to sell the energy from the Fowler

Ridge Project into the PJM market.

As described below, this change in status does not raise any market power concerns and does not

materially change the facts and circumstances that the Commission relied upon in granting

Amazon Energy market-based rate authority. Thus, Amazon Energy continues to satisfy the

criteria for market-based rate authority.

Horizontal Market Power

Amazon Energy’s purchase of the full output from the Fowler Ridge Project does not raise any

horizontal market power concerns as Amazon Energy does not own or control any other

generation in PJM or any first-tier markets and the 150 MW of capacity from the Fowler Ridge

Project represents only a

de minimis

amount of generation in the PJM BAA.

The Commission has adopted two indicative screens—the uncommitted pivotal supplier and the

uncommitted market share screen—to determine whether a seller of electricity has horizontal

market power.

The pivotal supplier screen evaluates the seller’s ability to exercise market

power “based on uncommitted capacity at the time of the balancing authority area’s annual peak

demand” by examining whether market demand can be met without the seller during peak

hours.

A seller is considered “pivotal” if peak demand cannot be met without energy

contributions by the seller.

The second indicative screen—the market share screen—measures

for the four seasons whether a seller has a dominant position in the market using a comparison of

the uncommitted capacity owned or controlled by the seller to the uncommitted capacity of the

entire relevant market.

Those sellers that fail an indicative screen are presumed to have market

power. Conversely, a seller that passes the indicative screens creates a rebuttable presumption

that the seller lacks horizontal market power.

See

Docket No. ER15-1019-000,

et seq.

(application accepted by letter order on April 24, 2015); Notice

of Self-Certification of Exempt Wholesale Generator Status filed in Docket No. EG15-78-000 on

April 28, 2015.

AEP Power Marketing, Inc.

, 107 FERC ¶ 61,018 (2004) (“AEP Order”),

order on reh’g

, 108 FERC

¶ 61,026 at PP 38, 72 (2004).

AEP Order at P 35.

Id.

Order No. 697 at P 34.

Id.

P 62.

Amazon Energy LLC Notice of Change in Status — page 3

The Honorable Kimberly D. Bose, Secretary

Federal Energy Regulatory Commission

April 26, 2016

Page 3

82439822.2 0053837-00639

As demonstrated in Appendix B, Amazon Energy easily passes both the pivotal supplier screen

and the market share screen in the PJM, the relevant geographic market.

In regards to the

pivotal supplier screen, Amazon Energy’s net uncommitted capacity of 150 MW is significantly

less than the net uncommitted supply in the PJM market. For the market share screen, Amazon

Energy’s market share in the PJM market is less than one-quarter of one percent in all seasons—

well below the 20% threshold for evaluating market power.

Therefore, Amazon Energy

continues to lack horizontal market power.

II.

Vertical Market Power

Amazon Energy’s purchase of the full output from the Fowler Ridge Project does not alter

Amazon Energy’s vertical market power analyses, as neither Amazon Energy nor any of its

affiliates own or control any commercial electric transmission or distribution facilities in North

America. Amazon Energy states that it and its affiliates have not erected barriers to entry and

will not erect barriers to entry. All other facts relied upon by the Commission in granting

Amazon Energy’s market-based rate authority remain unchanged and Amazon Energy continues

to satisfy the Commission’s standards for vertical market power.

III.

Seller Category

Amazon Energy’s purchase of the output from the Fowler Ridge Project has no impact on

Amazon Energy’s Seller Category status. Section 35.36 of the Commission’s regulations define

Category 1 Sellers as “wholesale power marketers and wholesale power producers that own or

control 500 MW or less of generation in aggregate per region; that do not own, operate or control

transmission facilities other than limited equipment necessary to connect individual generating

facilities to the transmission grid (or have been granted waiver of the requirements of Order

No. 888, FERC Stats. and Regs. ¶ 31,036); that are not affiliated with anyone that owns, operates

or controls transmission facilities in the same region as the seller’s generation assets; that are not

affiliated with a franchised public utility in the same region as the seller’s generation assets; and

For purposes of the market power analyses, the relevant geographic market is the BAA or submarket, as

applicable, where the seller’s generation is physically located.

See

Order No. 697 at P 232 n.217. The

submarkets in PJM are PJM East, AP South, and 5004/5005. As the Fowler Wind Project is located in

Indiana, it is not located in any of the submarkets and thus the PJM BAA is the relevant geographic

market.

The data for the pivotal supplier and market share screen are from Market-Based Rate Authorization

filed by Panda Patriot LLC for PJM’s balancing authority area data. See Docket No. ER15-1620,

Affidavit of Julie Solomon, Exhibit JRS-3 (filed Sept. 29, 2015, accepted by letter order Dec. 10, 2015).

A copy of which is included as Appendix C.

Amazon Energy LLC Notice of Change in Status — page 4

The Honorable Kimberly D. Bose, Secretary

Federal Energy Regulatory Commission

April 26, 2016

Page 4

82439822.2 0053837-00639

that do not raise other vertical market power issues.”

Category 2 Sellers are all sellers that are

not Category 1 Sellers.

Amazon Energy and its affiliates continue to own or control less than 500 MW of generation

capacity in any region. As a result of the purchase of the output of the Fowler Wind Project,

Amazon Energy and its affiliates will have approximately 150 MW of wholesale generation in

the Northeast Region, well below the 500 MW threshold needed to retain Category 1 status.

Furthermore, neither Amazon Energy nor its affiliates (i) own, operate or control any

commercial transmission facilities, (ii) are affiliated with anyone that owns, operates or controls

transmission facilities in the same region as the seller’s generation assets, (iii) are affiliated with

a franchised public utility in the same region as the seller’s generation assets, or (iv) raise other

vertical market power issues.

IV.

Communications

Communications concerning this filing should be directed to the following persons:

Jason Johns*

Jennifer L. Mersing

Stoel Rives LLP

900 SW Fifth Avenue

Suite 2600

Portland, OR 97204-1268

Tel: 503-294-9618

Fax: 503-220-2480

Email: jason.johns@stoel.com

The persons denoted with an asterisk are designated for service pursuant to 18 C.F.R.

§ 385.2010.

18 C.F.R. § 35.36.

Id.

Amazon Energy LLC Notice of Change in Status — page 5

The Honorable Kimberly D. Bose, Secretary

Federal Energy Regulatory Commission

April 26, 2016

Page 5

82439822.2 0053837-00639

Contents of Filing

Amazon Energy includes the below materials with its filing.

This notice of change in status;

Asset Appendices of Amazon Energy (Appendix A);

Pivotal supplier and market share screens (Appendix B);

Source data for the market power analyses (Appendix C).

VI.

Conclusion

For the reasons described above, Amazon Energy’s purchase of the full output of the Fowler

Ridge Project does not materially change the facts and circumstances that the Commission relied

upon in granting Amazon Energy market-based rate authority. Therefore, Amazon Energy

respectfully requests that the Commission accept for filing this notice of change in status.

Respectfully submitted,

/s/ Jason Johns

Jason Johns

Attorneys for Amazon Energy LLC

Amazon Energy LLC Notice of Change in Status — page 6

Appendix A

____________________________________________

ASSET APPENDIX

Amazon Energy LLC Notice of Change in Status — page 7

Appendix B

____________________________________________

UPDATED HORIZONTAL MARKET SCREENS

Amazon Energy LLC Notice of Change in Status — page 8

Appendix C

____________________________________________

SOURCE DATA FOR MARKET POWER ANALYSES

DOCKET NO. ER15-1620 - PANDA PATRIOT LLC APPLICATION

FOR MARKET-BASED RATE AUTHORIZATION

Amazon Energy LLC Notice of Change in Status — page 9

UNITED STATES OF AMERICA

BEFORE THE

FEDERAL ENERGY REGULATORY COMMISSION

Panda Patriot LLC

)

Docket No. ER15-___-000

AFFIDAVIT OF

JULIE R. SOLOMON

INTRODUCTION

My name is Julie R. Solomon. I am a Managing Director of Navigant Consulting, Inc. My

business address is 1200 19

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-based rate applications. I have filed a

number of affidavits before the Federal Energy Regulatory Commission (the “Commission”) in

connection with electric utility mergers, the purchase and sale of jurisdictional assets, applications

for market-based rates, and triennial updates. My resume is attached as Exhibit JRS-1.

I have been asked by Panda Patriot LLC (“Panda Patriot” or “Applicant”) to perform an

analysis of market power in connection with its application for market-based rates. My analysis is

consistent with the Commission’s guidelines contained in

Order No. 697

Here I provide an

evaluation of horizontal and vertical market power issues for the PJM Interconnection, LLC (“PJM”)

market and 5004/5005 submarket in which Applicant will own or control a generation facility.

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),

aff’d sub nom.

Montana Consumer Counsel v. FERC

, 659 F.3d 910 (9th Cir. 2011),

cert. denied

Pub. Citizen, Inc. v. FERC

, 133 S.

Ct. 26 (2012) (collectively, "Order No. 697") (codified at 18 C.F.R. pt. 35).

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 10

SUMMARY OF CONCLUSIONS

Based on the analyses discussed herein, I find that, under the Commission’s guidelines, Panda

Patriot satisfies the Commission’s horizontal market power screens and does not have vertical

market power in the relevant market.

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 study period of December 2013-November 2014. The relevant markets are

PJM and the 5004/5004 submarket. Panda Patriot passes the Pivotal Supplier Analysis and Market

Share Analysis in both PJM and the 5004/5005 submarket.

Panda Patriot also lacks vertical market power. The only transmission facilities owned or

controlled by Panda Patriot or its affiliates consist of those necessary to connect their generating

facilities to the grid and thus do not raise any vertical market power concerns. Panda Patriot cannot

erect barriers to entry in relevant markets. They have no ownership or control of intrastate natural

gas transportation or intrastate natural gas storage, and do not own or control sources of physical

coal supplies or have ownership of or control over access to transportation of coal supplies. They

do not own or control any sites for generation capacity development that can be used to create

barriers to entry in relevant markets. There are no other issues that raise any relevant competitive

concerns.

I understand that an affirmative statement on behalf of Panda Patriot is included in its

submission to the effect that it has not erected barriers to entry and will not erect barriers to entry.

DESCRIPTION OF PANDA PATRIOT

Panda Patriot is a wholly-owned, indirect subsidiary Panda Power Funds, a private equity

firm that is developing, acquiring, constructing, financing and operating natural gas-fueled power

plants.

Panda Patriot will own and operate an approximately 765 MW (summer rating) generation

facility located in

Clinton Township (Near Williamsport); Lycoming County, Pennsylvania

(the

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 11

“Panda Patriot Facility”). The Panda Patriot Facility will interconnect to PPL Utilities, and is

expected to begin generating test energy in December 2015.

As shown in Exhibit JRS-2, Panda Patriot is affiliated with the Panda Liberty project, also a

765 MW (summer rating) generating facility which recently began generating electricity in PJM.

Panda Patriot also is affiliated with an approximately 18 MW solar plant in PJM owned by Pilesgrove

Solar, LLC, in which Panda Power Funds has a 50 percent interest. I attribute 100 percent of that

capacity to Panda Patriot as affiliated generation, and conservatively ignore that the output of that

facility is committed under long-term contract to Consolidated Edison Energy, Inc.

Panda Power Funds has two other generating facilities under development in PJM. Panda

Stonewall LLC is developing the 750 MW natural gas-fired Panda Stonewall Power Project located

near Leesburg, Virginia, which is expected to commence commercial operations in 2016. Hummel

Station is a natural gas fired combined cycle power plant (nominal capacity of 1,024 MW) being

developed and constructed at the site of the former Sunbury Generating Station in Shamokin Dam,

Pennsylvania, targeted for commercial operation in Spring 2018.

HORIZONTAL MARKET POWER

Order No. 697

, the Commission codified a methodology for assessing market power to be

used by applicants requesting market-based rate authority under Section 205 of the Federal Power

Act or making their 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.

Order No. 697

, the Commission defines the default relevant market as the balancing area

authority (“BAA”) in which the applicant is physically located. Where a generator is interconnected

to a non-affiliate owned transmission system, the only relevant market is the BAA in which the

generator is located.

Sellers located in, and members of, RTOs may use the geographic region

See

Panda Liberty LLC

, market-based rate application filed June 2, 2015, Docket No. ER15-1841-001, Accepted

by Letter Order dated July 16, 2015.

Order No.697

at P 232 n.217.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 12

under the control of the RTO as the default relevant geographic market.

If the Commission has

made specific findings of submarkets within an RTO/ISO, the default relevant market becomes

the submarket(s) of the RTO/ISO.

The Panda Patriot Facility is located in the 5004/5005

submarket; thus the relevant geographic markets consist of PJM and the 5004/5005 submarket.

Pivotal Supplier Analysis

The Pivotal Supplier Analysis seeks to determine if load can be served without an applicant’s

generation.

Order No. 697-A

specifies a number of calculations for the Pivotal Supplier Analysis.

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) 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 Uncommitted 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 seller 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.

Id.

at P 235.

Id.

at PP 236, 246;

Order No. 697-A

at P 90.

See Order No. 697-A

at Appendix A to Subpart H.

See id.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 13

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 season

(averaged over all days) plus operating reserves.

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

percentage 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 Market. PJM and the 5004/5005 submarkets are the relevant markets.

Study Period. My analysis is based on a December 2013-November 2014 study period. The

Clarification Order

indicates that the study period for new market-based rate applications may be

based on “the same vintage data that were used in the triennial reviews filed by the transmission

owners in their region within the past year.”

However, the Northeast Region triennials were filed

in December 2013, more than a year ago. Therefore, consistent with the

Clarification Order

, I based

the analysis “on the most recently available actual historical data for each complete season of: winter

(December – February), spring (March – May), summer (June – August) and fall (September –

November).”

Clarification Order

at 12(d).

Id.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 14

Reliance on Prior Filings. My analysis of the PJM market is consistent with the Panda Patriot

market-based rate application approved by the Commission.

Generating Capacity. For PJM installed capacity, I relied on data reported by Ventyx, Energy

Velocity based on seasonal EIA-860 ratings.

For the 5004/5005 submarket, generating units were

identified consistent with the submarket definitions outlined by PJM in its 2012 Simultaneous Import

Limit (“SIL”) Study.

Generation in operation as of May 2015 was adjusted to reflect additions and

retirements in order to reflect capacity in service during the December 2013-November 2014 study

period. For the Pivotal Supplier Analysis, I use summer ratings, consistent with the time of annual

peak. For the Market Share Analysis, I use summer ratings for the Summer season, and winter

ratings for all other seasons.

Operating Reserves. I calculated operating reserves for PJM based on ReliabilityFirst Corporation

and SERC Reliability Corporation requirements. Day-ahead scheduling (operating) reserves in 2014

were based on 5.93 percent of the peak load forecast for the portion of PJM within the ReliabilityFirst

region, as specified in

PJM Manual 13 (Emergency Operations)

For the Dominion zone, I

estimated the operating reserve requirement based on Dominion’s share of the Virginia-Carolinas

(“VACAR”) contingency reserve sharing requirement within the SERC region.

Load Data. I used hourly load data for PJM reported by Ventyx, Energy Velocity. The 5004/5005

submarket includes load for the following transmission zones: Atlantic City Electric Company,

Baltimore Gas and Electric, Delmarva Power & Light, Jersey Central Power & Light, Metropolitan

Edison Company, PECO Energy Company, Potomac Electric Power Company, PPL Electric

Panda Liberty LLC

, market-based rate application filed June 2, 2015, Docket No. ER15-1841-001, Accepted by

Letter Order dated July 16, 2015.

http://www.eia.gov/electricity/data/eia860/index.html

2012 Simultaneous Import Limit Study

, PJM, Docket No. AD10-2, October 2, 2013.

The current version of Manual 13 can be found at

http://www.pjm.com/~/media/documents/manuals/m13.ashx

SERC Regional Criteria, Contingency Reserve Policy, NERC Reliability Standard BAL-002,

http://www.serc1.org/Documents/SERC%20Standing%20Committee%20Documents/Regional%20Criteria/SERC

%20Reg%20Criteria_Contingency%20Reserve%20Policy%20Rev%206%20(10-28-14).pdf

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 15

Utilities, Public Service Electric & Gas Company, Rockland Electric Company, and UGI Utilities,

Inc.

Planned Outages. I calculated average planned outages for each of the seasons based on forecasted

outages reported by PJM,

as compiled by Ventyx. I relied on the prior day’s forecast of outages

expected to occur on the following day. 5004/5005 outages are estimated based on the submarket’s

share of total PJM generation.

Simultaneous Import Limits (“SIL”). I conservatively ignored imports in my analysis of PJM.

Panda Patriot has no affiliated generation in markets first-tier to PJM. For my analysis of the

5004/5005 submarket, SILs are based on the Commission’s Order approving SILs for the Northeast

Region.

I conservatively assigned imports into the 5004/5004 submarket equivalent to all of Panda

Patriot’s affiliated capacity in the rest of PJM as imports.

Results of Analysis

Exhibits JRS-3 and JRS-4 contain the detailed results of the Pivotal Supplier Analysis and

the Market Share Analysis in PJM, respectively. Exhibits JRS-5 and JRS-6 contain the detailed

results of the Pivotal Supplier Analysis and the Market Share Analysis in the 5004/5005 submarket,

respectively.

In PJM, the Panda Patriot owns 765 MW (summer rating)/850 MW (winter rating) of

capacity, and is affiliated with Panda Liberty (same ratings as Panda Patriot) plus an additional 18

MW of generation, as shown in Exhibit JRS-2. Within the 5004/5004 submarket, Panda Patriot is

affiliated only with the additional 18 MW of generation.

Pivotal Supplier Analysis (PJM). Panda Patriot’s affiliated Installed Capacity is 1,548 MW.

There is no uncommitted affiliated capacity in first-tier markets. Thus, Seller’s Uncommitted

Capacity is 1,548 MW. Total Uncommitted Supply is 75,610 MW. Wholesale Load is 28,217 MW,

http://www.pjm.com/markets-and-operations/ops-analysis/gen-out.aspx

Order On Simultaneous Transmission Import Limit Values For The Northeast Region,

147 FERC ¶ 61,190 (2014).

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 16

and Net Uncommitted Supply is 47,393 MW. Because Seller’s Uncommitted Capacity is less than

Net Uncommitted Supply, the Pivotal Supplier Screen is passed. See Exhibit JRS-3.

Market Share Analysis (PJM). Panda Patriot’s affiliated Installed Capacity ranges from

1,548 MW to 1,718 MW. There is no uncommitted affiliated capacity in first-tier markets. Thus,

Seller’s Uncommitted Capacity ranges from 1,548 MW to 1,718 MW. Total Seasonal Uncommitted

Capacity ranges from 73,040 MW to 80,967 MW. Seller’s Market Share ranges from 2.1 to 2.3

percent. Because Seller’s Market Share is less than 20 percent in all seasons, the Market Share

Screen is passed. See Exhibit JRS-4.

Pivotal Supplier Analysis (5004/5005). Panda Patriot’s affiliated Installed Capacity is 783

MW. Its uncommitted affiliated capacity in first-tier markets, 765 MW (in the rest of PJM), is

conservatively treated as imports. Thus, Seller’s Uncommitted Capacity is 1,548 MW. Total

Uncommitted Supply is 23,313 MW. Wholesale Load is 10,853 MW, and Net Uncommitted Supply

is 12,359 MW. Because Seller’s Uncommitted Capacity is less than the Net Uncommitted Supply,

the Pivotal Supplier Screen is passed. See Exhibit JRS-5.

Market Share Analysis (5004/5005). Panda Patriot’s affiliated Installed Capacity ranges

from 783 MW to 868 MW. Its uncommitted affiliated capacity in first-tier markets, 765 MW to 850

MW (in the rest of PJM), is conservatively treated as imports. Thus, Seller’s Uncommitted Capacity

ranges from 1,548 MW to 1,718 MW. Total Seasonal Uncommitted Capacity ranges from 25,580

MW to 30,643 MW. Seller’s Market Share ranges from 5.6 to 6.6 percent. Because Seller’s Market

Share is less than 20 percent in all seasons, the Market Share Screen is passed. See Exhibit JRS-6.

Thus, on the basis of the Commission’s screens, Panda Patriot does not have horizontal

market power in PJM.

Transmission

Panda Patriot and its affiliates own no transmission in PJM other than the equipment

necessary to connect their generation to the grid and thus there are no vertical concerns in relation to

these facilities.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 17

Barriers to Entry

Panda Patriot and its affiliates do not own or control intrastate natural gas transportation or

intrastate natural gas storage, and do not own or control sources of physical coal supplies or have

ownership of or control over access to transportation of coal supplies.

I understand that an affirmative statement on behalf of Panda Patriot is included in its

submission that it has not erected barriers to entry and will not erect barriers to entry.

Based on these facts, Panda Patriot has demonstrated a lack of vertical market power.

CONCLUSION

On the basis of the foregoing analysis, Panda Patriot satisfies the Commission’s horizontal

and vertical market power tests for market-based rate authority in relevant markets.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 18

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 19

Exhibit JRS-1

Page 1

Julie R. Solomon

Managing Director

Navigant Consulting

Suite 700

1200 19th Street NW

Washington, DC 20036

Tel: 202-481-8492

Fax: 202 973-2401

julie.solomon@navigant.com

Professional History

•

Managing Director, Navigant

Consulting - 2010-Present

•

Vice President, Charles River

Associates - 2001-2010

•

Senior Vice President, Putnam,

Hayes and Bartlett, Inc. and PHB

Hagler Bailly, Inc., Washington, DC -

1986-2000

•

Economist, Economic Consulting

Services, Inc., Washington, DC -

1979-1986

•

Economist, U.S. Department of

Labor, Washington, DC - 1976-1979

Education

•

M.B.A. Finance, The Wharton School

University of Pennsylvania

•

B.A. Economics, Connecticut College

Testimony

•

Written testimony provided in more

than 150 regulatory proceedings

Julie R. Solomon

Julie Solomon is a Managing Director at Navigant Consulting, Inc. in

the Energy Practice’s Power Systems, Markets & Pricing group. She

has more than 20 years of consulting experience, specializing in the

areas of regulatory and utility economics, financial analysis and

business valuation. Ms. Solomon has participated in analysis of

proposed regulatory reforms, supply options and utility industry

restructuring in the gas and electric industries. She also has advised

utility clients in corporate strategy and corporate restructuring, and

consulted to legal counsel on a variety of litigation and regulatory

matters, including antitrust litigation and contract disputes. She has

filed testimony in numerous proceedings before the Federal Energy

Regulatory Commission. Much of her current practice focuses on

regulatory and market power issues concerning mergers and

acquisitions and compliance filings in the electricity market.

Advised clients in the electric and gas utility industry on

competition issues, including the impact of mergers on competition.

Directed a large number of analytic studies relating to obtaining

merger approval from regulatory authorities.

Advised clients in the electric utility industry on

restructuring strategies, including potential mergers and acquisitions,

functional unbundling and cost savings.

Consulted in the electric and gas utility industries in a variety

of regulatory and competition matters, including rate 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 busine

sses.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 20

Julie R. Solomon

Page 2

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.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 21

Julie R. Solomon

Page 3

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.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 22

Julie R. Solomon

Page 4

Testimony or Expert Report Experience (2012-June 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.

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.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 23

Julie R. Solomon

Page 5

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.

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, supplemented

August 29, 2014 and October 6, 2014.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 24

Julie R. Solomon

Page 6

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.

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.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 25

Julie R. Solomon

Page 7

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.

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.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 26

Julie R. Solomon

Page 8

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.

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.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 27

Julie R. Solomon

Page 9

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.

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.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 28

Julie R. Solomon

Page 10

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.

Affidavit on behalf of Calpine Oneta Power, LLC, Docket No. ER11-3777, et al., market-based rate

triennial filing, December 31, 2012.

Affidavit on behalf of NextEra Energy Companies, Docket No. ER12-569, et al., market-based rate

triennial filing, December 27, 2012.

Affidavit on behalf of Nevada Power Company, Docket No. ER10-2474, market-based rate

triennial filing, December 26, 2012.

Testimony on behalf of Powerex Corp re Puget Sound Energy, Inc v. All Jurisdictional Sellers of

Energy & Capacity, Docket No. EL01-10, December 17, 2012.

Affidavit on behalf of AES Beaver Valley, LLC, Docket No. ER13-442, market-based rate

application, November 21, 2012.

Affidavit on behalf of Broad River Energy LLC, et al., Docket No. EC13-42, application for

authorization of disposition of jurisdictional facilities, November 16, 2012.

Affidavit on behalf of Westar Energy, Inc., Docket No. ER10-2507, notice of change in status,

October 29, 2012.

Affidavit on behalf of Homer City Generation, L.P., Docket No. ER13-55, market-based rate

application, October 9, 2012.

Affidavit on behalf of Homer City Generation, L.P., et al., Docket No. EC13-9, application for

authorization of disposition of jurisdictional facilities, October 9, 2012.

Affidavit on behalf of GenOn Marsh Landing, LLC, Docket No. ER12-2545, market-based rate

application, August 29, 2012.

Affidavit on behalf of High Mesa Energy, LLC, Docket No. ER12-2528, market-based rate

application, August 27, 2012.

Affidavit on behalf of

randon Shores LLC, et al., Docket No. EC12-137, application for

authorization of disposition of jurisdictional facilities, August 23, 2012.

Affidavit on behalf of North Sky River Energy, LLC, Docket No. ER12-2444, market-based rate

application, August 14, 2012.

Affidavit on behalf of Duke Energy Carolinas, LLC et al., Docket No.

ER10-2566, et al., notice of

change in status, August 1, 2012.

Affidavit on behalf of Canandaigua Power Partners, LLC et al., Docket No. ER10-2460, notice of

change in status, July 16, 2012.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 29

Julie R. Solomon

Page 11

Affidavit on behalf of Limon Wind I and Limon Wind II, LLC, Docket Nos. ER12-2225 and -2226,

market-based rate application, July 10, 2012.

Affidavit on behalf of Ensign Wind, LLC, Docket No. ER12-2227, market-based rate application,

July 10, 2012.

Affidavit on behalf of NextEra Energy Companies, Docket No. ER10-1836, et al., market-based

rate triennial filing, July 2, 2012.

Affidavit on behalf of Iberdrola Renewables, LLC, et al., Docket No. ER10-2994, et al., market-

based rate triennial filing, June 29, 2012.

Affidavit on behalf of The Empire District Electric Company, Docket No. ER10-2738, market-

based rate triennial filing, June 29, 2012.

Affidavit on behalf of Wisconsin Electric Power Company, Docket No. ER10-2563, market-based

rate triennial filing, June 29, 2012.

Affidavit on behalf of Baltimore Gas and Electric Company, et al., Docket No. ER10-2172, et al.,

market-based rate triennial filing, June 29, 2012.

Affidavit on behalf of Westar Energy, Inc., Docket No. ER12-2124, market-based rate triennial

filing, June 28, 2012.

Affidavit on behalf of Duke Energy Beckjord, LLC, et al., Docket No. ER12-1946 et al., market-

based rate application, June 5, 2012.

Affidavit on behalf of Minco Wind III, LLC, Docket No. ER12-1880, market-based rate

application, May 31, 2012.

Affidavit on behalf of Tuscola Bay Wind, LLC, Docket No. ER12-1660, market-based rate

application, April 30, 2012.

Affidavit on behalf of Powerex Corp., Docket No. ER11-2664, notice of change in status, April 13,

2012.

Affidavit on behalf of Safe Harbor Water Power Corporation, Docket No. ER11-2780, notice of

change in status, April 11, 2012.

Affidavit on behalf of Hot Spring Power Company, LLC, Docket No. EC12-87, application for

authorization of disposition of jurisdictional facilities, March 28, 2012.

Affidavit on behalf of High Majestic Wind II, LLC, Docket No. ER12-1228, market-based rate

application, March 8, 2012.

Affidavit on behalf of Duke Energy Indiana, Inc. et al., Docket No. ER10-2034 et al., notice of

change in status, January 31, 2012.

Affidavit on behalf of CPV Cimarron Renewable Energy Company, LLC, Docket No. ER12-775,

market-based rate application, January 6, 2012.

Affidavit on behalf of LS Power Marketing, LLC, et al., Docket No. ER10-2739, et al., market-

based rate triennial filing, January 3, 2012.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 30

Julie R. Solomon

Page 12

Affidavit on behalf of Auburndale Peaker Energy Center, LLC, et al., Docket No. ER10-1945, et

al., market-based rate triennial filing, January 3, 2012.

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 31

Exhibit JRS-2

Submarket

Plant Name

Summer

Winter

PJM

5004/5005

Panda Patriot Power Project

765.0

850.0

PJM

Panda Liberty Power Project

765.0

850.0

PJM

East

Panda Pilesgrove Farm Project

17.7

Subtotal, PJM

1,547.7

1,717.7

Ratings from EIA-860.

Generation Affiliated with Panda Power Funds, LP

RTO/

BAA

Capacity (MW)

20150929-5221 FERC PDF (Unofficial) 9/29/2015 2:59:47 PM

Amazon Energy LLC Notice of Change in Status — page 32

Exhibit JRS-3

Part I -- Pivotal Supplier Analysis

Row

Generation

Reference

(December '13 - November '14)

Seller and Affiliate Capacity

Installed Capacity

1,548

Exhibit JRS-2

Long-Term Firm Purchases

Long-Term Firm Sales

Imported Power

No affiliated uncommitted capacity in first tier markets

Non-Affiliate Capacity

Installed Capacity

193,861

Wkp-PJM Generation Summary

Long-Term Firm Purchases

Long-Term Firm Sales

Imported Power

Conservatively assumed to be zero

Balancing Authority Area Reserve Requirement

(6,338)

Wkp-PJM Oper Reserves

Amount of Line I Attributable to Seller, if any

Total Uncommitted Capacity

75,610

SUM (A,B,C,D,E,F,G,H,I,M)

Load

Balancing Authority Area Annual Peak Load

141,678

Wkp-PJM Load Summary

Average Daily Peak Native Load in Peak Month

(113,461)

Wkp-PJM Load Summary

Amount of Line M Attributable to Seller, if any

Wholesale Load

28,217

(L+M)

Net Uncommitted Supply

47,393

(K-O)

Seller's Uncommitted Capacity

1,548

SUM (A,B,C,D,J,N)

Result of Pivotal Supplier Screen

PASS

(Pass if (Q

PJM

Amazon Energy LLC Notice of Change in Status — page 33

Exhibit JRS-4

Part II -- Market Share Analysis

Winter

Spring

Summer

Fall

Reference

Row

(MW)

December '13 - November '14

Seller and Affiliate Capacity

Installed Capacity

1,718

1,548

1,718

Exhibit JRS-2

Long-Term Firm Purchases

Long-Term Firm Sales

Seasonal Average Planned Outages

Imported Power

No affiliated uncommitted capacity in first tier markets

Capacity Deductions

Average Peak Native Load in the Season

(112,941)

(94,813)

(114,760)

(95,808)

Wkp-PJM Load Summary

Amount of Line F Attributable to Seller, if any

Amount of Line F Attributable to Others, if any

(112,941)

(94,813)

(114,760)

(95,808)

Balancing Authority Area Reserve Requirement, if any

(6,378)

(5,428)

(6,442)

(5,495)

Wkp-PJM Oper Reserves

Amount of Line I Attributable to Seller, if any

Amount of Line I Attributable to Others, if any

(6,378)

(5,428)

(6,442)

(5,495)

Non-Affiliate Capacity

Installed Capacity

202,506

202,057

193,861

202,010

Wkp-PJM Generation Summary

Long-Term Firm Purchases

Long-Term Firm Sales

Local Seasonal Average Planned Outages

(3,938)

(29,277)

(1,167)

(25,214)

Wkp-Outage Summary

Uncommitted Capacity Imports

Conservatively assumed to be zero

Supply Calculation

Total Competing Supply

79,249

72,539

71,492

75,493

SUM (L,M,N,O,P,H,K)

Seller's Uncommitted Capacity

1,718

1,548

1,718

SUM (A,B,C,D,E,G,J)

Total Seasonal Uncommitted Capacity

80,967

74,257

73,040

77,210

SUM (Q,R)

Seller's Market Share

2.1%

2.3%

2.1%

2.2%

(R/S)

Results

PASS

Pass if T 20%

PJM

Amazon Energy LLC Notice of Change in Status — page 34

Exhibit JRS-5

Part I -- Pivotal Supplier Analysis

Row

Generation

Reference

(December '13 - November '14)

Seller and Affiliate Capacity

Installed Capacity

783

Exhibit JRS-2

Long-Term Firm Purchases

Long-Term Firm Sales

Imported Power

765

Affiliated uncommitted capacity in first-tier markets

Non-Affiliate Capacity

Installed Capacity

58,323

Wkp-PJM Generation Summary

Long-Term Firm Purchases

Long-Term Firm Sales

Imported Power

7,191

Order on SIL Values for the Northeast Region, 147 FERC ¶

61,190 (2014) less Row D above

Balancing Authority Area Reserve Requirement

(2,455)

Wkp-PJM Oper Reserves

Amount of Line I Attributable to Seller, if any

Total Uncommitted Capacity

23,212

SUM (A,B,C,D,E,F,G,H,I,M)

Load

Balancing Authority Area Annual Peak Load

52,248

Wkp-PJM Load Summary

Average Daily Peak Native Load in Peak Month

(41,396)

Wkp-PJM Load Summary

Amount of Line M Attributable to Seller, if any

Wholesale Load

10,853

(L+M)

Net Uncommitted Supply

12,359

(K-O)

Seller's Uncommitted Capacity

1,548

SUM (A,B,C,D,J,N)

Result of Pivotal Supplier Screen

PASS

(Pass if (Q

5004/5005

Amazon Energy LLC Notice of Change in Status — page 35

Exhibit JRS-6

Part II -- Market Share Analysis

Winter

Spring

Summer

Fall

Reference

Row

(MW)

December '13 - November '14

Seller and Affiliate Capacity

Installed Capacity

868

783

868

Exhibit JRS-2

Long-Term Firm Purchases

Long-Term Firm Sales

Seasonal Average Planned Outages

Imported Power

850

765

850

Affiliated uncommitted capacity in first-tier markets

Capacity Deductions

Average Peak Native Load in the Season

(36,891)

(30,675)

(38,829)

(31,510)

Wkp-PJM Load Summary

Amount of Line F Attributable to Seller, if any

Amount of Line F Attributable to Others, if any

(36,891)

(30,675)

(38,829)

(31,510)

Balancing Authority Area Reserve Requirement, if any

(2,188)

(1,819)

(2,303)

(1,869)

Wkp-PJM Oper Reserves

Amount of Line I Attributable to Seller, if any

Amount of Line I Attributable to Others, if any

(2,188)

(1,819)

(2,303)

(1,869)

Non-Affiliate Capacity

Installed Capacity

61,174

60,899

58,323

61,465

Wkp-PJM Generation Summary

Long-Term Firm Purchases

Long-Term Firm Sales

Local Seasonal Average Planned Outages

(1,190)

(8,824)

(351)

(7,672)

Wkp-PJM Outage Summary

Uncommitted Capacity Imports

8,019

4,667

7,191

7,221

Order on SIL Values for the Northeast Region, 147 FERC ¶

61,190 (2014) less Row E above

Supply Calculation

Total Competing Supply

28,925

24,248

24,032

27,636

SUM (L,M,N,O,P,H,K)

Seller's Uncommitted Capacity

1,718

1,548

1,718

SUM (A,B,C,D,E,G,J)

Total Seasonal Uncommitted Capacity

30,643

25,966

25,580

29,354

SUM (Q,R)

Seller's Market Share

5.6%

6.6%

6.1%

5.9%

(R/S)

Results

PASS

Pass if T 20%

5004/5005

Amazon Energy LLC Notice of Change in Status — page 36

Page 1 - CERTIFICATE OF SERVICE

CERTIFICATE OF SERVICE

I hereby certify that I have this day served the foregoing document upon each person

designated on the official service list compiled by the Secretary in this proceeding.

DATED: April 26, 2016

/s/ Jason Johns

Jason Johns

Stoel Rives LLP

900 SW Fifth Avenue, Suite 2600

Portland, OR 97204-1268

Tel. (503) 294-9618

Fax. (503) 220-2480

Email: jason.johns@stoel.com

Amazon Energy LLC Notice of Change in Status

Prompt to Clone This Amazon Energy LLC Notice of Change in Status

Apply this example's core structure, strategic pacing, and structural hierarchy directly to your own topic.

What are you generating today?