LEGAL PROCEEDINGS
−Removed: Talen Energy Corporation and Talen Energy Supply, LLC
−Removed: The information required with respect to this item can be found in Note 11 to the Financial Statements, which provides information regarding legal, regulatory and environmental proceedings and matters and is incorporated by reference into this Item 3.
+Added: Susquehanna ISA Amendment.
+Added: Under a prior, FERC-accepted ISA between PJM, Susquehanna, and a subsidiary of PPL Corporation (“PPL”) (collectively, the “ISA Parties”), Susquehanna is permitted to decrease by up to 300 MW the amount of power supply that it would otherwise provide to the power grid within PPL’s service area.
+Added: Susquehanna currently provides that power to load via load-owned transmission directly connected to Susquehanna rather than supplying load from the power grid.
+Added: In June 2024, PJM filed at FERC an Amended Interconnection Service Agreement (the “Susquehanna ISA Amendment”) executed between the ISA Parties permitting Susquehanna to decrease by up to 480 MW the amount of power supply that it would otherwise provide to the power grid and now intends to sell to AWS instead.
+Added: PJM previously concluded such increase in the amount of withheld power would have no reliability impacts on the grid.
+Added: In June 2024, despite the Susquehanna ISA Amendment being applicable solely to the PPL service area, Exelon Corporation (“Exelon”) and AEP filed a protest to the Susquehanna ISA Amendment at FERC and raised generic issues involving the direct connection of load service to generators.
+Added: FERC responded by issuing a deficiency letter in August 2024 seeking more information about the arrangement described in the Susquehanna ISA Amendment and separately setting a Technical Conference for November 2024 to discuss broader issues related to (i) co-located load connected directly to generation;
+Added: and (ii) emerging reliability issues resulting from the dramatic rise in data center demand for power.
+Added: In September 2024, PJM provided a response to FERC’s August 2024 deficiency letter on the Susquehanna ISA Amendment and filed a Construction Service Agreement between the ISA Parties and Mid-Atlantic Interstate Transmission, LLC to facilitate certain network upgrades to ultimately accommodate a 960 MW decrease of power supply to the grid.
+Added: Talen filed its own comments in September 2024 and written testimony in the FERC Technical Conference proceeding in October 2024.
+Added: Shortly after the conclusion of the FERC Technical Conference in November 2024, FERC issued a 2-1 decision rejecting the Susquehanna ISA Amendment and Talen filed a motion for a rehearing of the FERC order within the 30-day deadline for such motions.
+Added: In December, FERC issued an order stating that it would address the request for rehearing in a future order, which FERC has not yet issued.
+Added: Due to FERC’s decision not to address the merits of the motion for rehearing, Talen has filed an appeal in the U.S.
+Added: Court of Appeals for the Fifth Circuit.
+Added: The prior FERC-accepted ISA between the ISA Parties permitting Susquehanna to decrease 300 MW of its current power supply from the power grid remains in place and facilitates the initial sale of power to AWS under the AWS PPA.
+Added: Delivery “behind-the-meter” of more than 300 MW of power under the AWS PPA requires that FERC approve an amended ISA between Susquehanna, PPL, and PJM.
+Added: Without an amendment we will be unable to deliver the full amount of contract volume under the AWS PPA on a behind-the-meter basis, which may require a contract renegotiation to deliver the additional power “in-front-of-the-meter.”
+Added: F o r m 10- K Table of Contents
+Added: We are evaluating our commercial and legal options to provide the most efficient path to full development of the AWS Data Campus.
+Added: Such options include, but are not limited to, potential submission of a revised form of Susquehanna ISA Amendment or alternative contract structures with AWS.
+Added: If the Company is unable commercially or legally to resolve the Susquehanna ISA Amendment approval impediments and realize the full development of the AWS Data Campus, there may be a material impact on our future results of operations, and (or) financial condition.
+Added: Separate and apart from the Susquehanna ISA proceeding, there are three other pending proceedings before FERC that could shape policy around co-located load, and thus impact the result of the Susquehanna ISA proceeding.
+Added: First, in August 2024, Exelon made a series of filings on behalf of each of its electric utility subsidiaries to amend portions of the PJM tariff that would clarify that co-located load arrangements must be categorized as either network load or point-to-point service (the “Exelon 205 proceeding”).
+Added: In effect, the proposed amendments intended to clarify that co-located load arrangements would be treated as either needing network or point-to-point service, making them subject to the same transmission charges and fees for transmission-related services that would be applicable if the same load had located at other points on the PJM grid.
+Added: Exelon requested a December 2, 2024 effective date, but in November 2024, FERC issued a deficiency letter stating that FERC required more information to make a determination.
+Added: Second, in November 2024, FERC held a technical conference on co-located load to discuss, among other things, the impacts of various co-location agreements, whether and how large co-located loads receive wholesale market services or benefits from the transmission system, the cost and impact of back-up services for large co-located load and state regulatory and policy issues (the “Co-Location Technical Conference proceeding”).
+Added: Following the technical conference, FERC requested comments be filed by December 9, 2024.
+Added: Talen both participated in the technical conference and filed comments.
+Added: Third, in November 2024, Constellation filed a complaint at FERC alleging that PJM’s tariff is unjust and unreasonable because it is silent on how to treat fully isolated co-located load (the “Constellation 206 proceeding”).
+Added: The complaint suggests that FERC import into the tariff certain terms and conditions from a non-binding guidance document PJM shared with stakeholders or set the proceeding for settlement discussions on an expedited basis with a mediator.
+Added: On February 20, 2025, FERC denied relief in the Exelon 205 proceeding and initiated a new Section 206 proceeding directing PJM to show cause within 30 days why its tariff is just and reasonable in light of potential discrimination around the treatment of co-located load or, in the alternative, to propose changes to its tariff to address the treatment of co-located load (the “Co-Located Load PJM Tariff proceeding”).
+Added: The order initiating the Co-Located Load PJM Tariff proceeding consolidated the records and proceedings from the Co-Location Technical Conference and Constellation 206 proceedings into the Co-Located Load PJM Tariff proceeding, which will all be considered together by FERC.
+Added: The order also established a timeline for comments to PJM’s to-be filed showing or proposed tariff revisions (30 days after PJM’s filing) and a tentative timeline for FERC to rule on the matter in the second half of 2025.
+Added: The Company intends to be an active participant in the PJM and FERC process to revise PJM’s tariff.
+Added: See Note 12 to the Annual Financial Statements for information about other material legal proceedings to which we are subject.
MINE SAFETY DISCLOSURES
−Removed: Talen Energy Corporation and Talen Energy Supply, LLC
Not applicable.
+Added: F o r m 10- K Table of Contents
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.