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[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Large accelerated filer [X]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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(Do not check if a smaller reporting company)
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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ABBREVIATION
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DEFINITION
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2017 First Lien Notes
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The $1.2 billion aggregate principal amount of 7.25% senior secured notes due 2017, issued October 21, 2009, and repaid in a series of transactions on November 7, 2012, October 31, 2013 and December 2, 2013
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2018 First Lien Term Loans
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Collectively, the $1.3 billion first lien senior secured term loan dated March 9, 2011 and the $360 million first lien senior secured term loan dated June 17, 2011, in each case repaid on May 28, 2015
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2019 First Lien Notes
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The $400 million aggregate principal amount of 8.0% senior secured notes due 2019, issued May 25, 2010, and repaid in a series of transactions on November 7, 2012, December 2, 2013 and July 22, 2014
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2019 First Lien Term Loan
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The $835 million first lien senior secured term loan, dated October 9, 2012, among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and Goldman Sachs Credit Partners L.P., as collateral agent
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2020 First Lien Notes
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The $1.1 billion aggregate principal amount of 7.875% senior secured notes due 2020, issued July 23, 2010, and repaid in a series of transactions on November 7, 2012, December 2, 2013 and July 22, 2014
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2020 First Lien Term Loan
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The $390 million first lien senior secured term loan, dated October 23, 2013, among Calpine Corporation, as borrower, the lenders party thereto, Citibank, N.A., as administrative agent and Goldman Sachs Credit Partners L.P., as collateral agent
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2021 First Lien Notes
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The $2.0 billion aggregate principal amount of 7.5% senior secured notes due 2021, issued October 22, 2010, and repaid in a series of transactions on November 7, 2012, December 2, 2013 and July 22, 2014
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2022 First Lien Notes
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The $750 million aggregate principal amount of 6.0% senior secured notes due 2022, issued October 31, 2013
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2022 First Lien Term Loan
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The $1.6 billion first lien senior secured term loan, dated May 28, 2015, among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and Goldman Sachs Credit Partners L.P., as collateral agent
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2023 First Lien Notes
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The $1.2 billion aggregate principal amount of 7.875% senior secured notes due 2023, issued January 14, 2011, and partially repaid in a series of transactions on November 7, 2012, December 2, 2013, December 4, 2014 and December 7, 2015
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2023 First Lien Term Loan
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The $550 million first lien senior secured term loan, dated December 15, 2015, among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and Goldman Sachs Credit Partners L.P., as collateral agent
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2023 Senior Unsecured Notes
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The $1.25 billion aggregate principal amount of 5.375% senior unsecured notes due 2023, issued July 22, 2014
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2024 First Lien Notes
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The $490 million aggregate principal amount of 5.875% senior secured notes due 2024, issued October 31, 2013
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2024 Senior Unsecured Notes
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The $650 million aggregate principal amount of 5.5% senior unsecured notes due 2024, issued February 3, 2015
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ABBREVIATION
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DEFINITION
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2025 Senior Unsecured Notes
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The $1.55 billion aggregate principal amount of 5.75% senior unsecured notes due 2025, issued July 22, 2014
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AB 32
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California Assembly Bill 32
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Adjusted EBITDA
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EBITDA as adjusted for the effects of (a) impairment charges, (b) major maintenance expense, (c) operating lease expense, (d) gains or losses on commodity derivative mark-to-market activity, (e) adjustments to reflect only the Adjusted EBITDA from our unconsolidated investments, (f) adjustments to exclude the Adjusted EBITDA related to the noncontrolling interest, (g) stock-based compensation expense, (h) gains or losses on sales, dispositions or retirements of assets, (i) non-cash gains and losses from foreign currency translations, (j) gains or losses on the repurchase, modification or extinguishment of debt, (k) non-cash GAAP-related adjustments to levelize revenues from tolling agreements and (l) other extraordinary, unusual or non-recurring items
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AOCI
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Accumulated Other Comprehensive Income
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Average availability
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Represents the total hours during the period that our plants were in-service or available for service as a percentage of the total hours in the period
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Average capacity factor, excluding peakers
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A measure of total actual power generation as a percent of total potential power generation. It is calculated by dividing (a) total MWh generated by our power plants, excluding peakers, by (b) the product of multiplying (i) the average total MW in operation, excluding peakers, during the period by (ii) the total hours in the period
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Bcf
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Billion cubic feet
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Btu
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British thermal unit(s), a measure of heat content
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CAA
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Federal Clean Air Act, U.S. Code Title 42, Chapter 85
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CAIR
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Clean Air Interstate Rule
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CAISO
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California Independent System Operator
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Calpine Equity Incentive Plans
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Collectively, the Director Plan and the Equity Plan, which provide for grants of equity awards to Calpine non-union employees and non-employee members of Calpine’s Board of Directors
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Cap-and-Trade
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A government imposed emissions reduction program that would place a cap on the amount of emissions that can be emitted from certain sources, such as power plants. In its simplest form, the cap amount is set as a reduction from the total emissions during a base year and for each year over a period of years the cap amount would be reduced to achieve the targeted overall reduction by the end of the period. Allowances or credits for emissions in an amount equal to the cap would be issued or auctioned to companies with facilities, permitting them to emit up to a certain amount of emissions during each applicable period. After allowances have been distributed or auctioned, they can be transferred or traded
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CARB
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California Air Resources Board
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CCFC
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Calpine Construction Finance Company, L.P., an indirect, wholly-owned subsidiary of Calpine
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CCFC Notes
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The $1.0 billion aggregate principal amount of 8.0% senior secured notes due 2016 issued May 19, 2009 by CCFC and CCFC Finance Corp and repaid on June 3, 2013
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CCFC Term Loans
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Collectively, the $900 million first lien senior secured term loan and the $300 million first lien senior secured term loan entered into on May 3, 2013, and the $425 million first lien senior secured term loan entered into on February 26, 2014, between CCFC, as borrower, and Goldman Sachs Lending Partners, LLC, as administrative agent and as collateral agent, and the lenders party thereto
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ABBREVIATION
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DEFINITION
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CDHI
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Calpine Development Holdings, Inc., an indirect, wholly-owned subsidiary of Calpine
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CFTC
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Commodities Futures Trading Commission
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Champion Energy
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Champion Energy Marketing, LLC, which owns a retail electric provider that serves residential, governmental, commercial and industrial customers in deregulated electricity markets in Texas, Illinois, Pennsylvania, Ohio, New Jersey, Maryland, Massachusetts and New York
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Chapter 11
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Chapter 11 of the U.S. Bankruptcy Code
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CO
2
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Carbon dioxide
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COD
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Commercial operations date
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Cogeneration
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Using a portion or all of the steam generated in the power generating process to supply a customer with steam for use in the customer's operations
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Commodity expense
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The sum of our expenses from fuel and purchased energy expense, fuel transportation expense, transmission expense, environmental compliance expense and realized settlements from our marketing, hedging and optimization activities including natural gas and fuel oil transactions hedging future power sales, but excludes our mark-to-market activity
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Commodity Margin
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Non-GAAP financial measure that includes power and steam revenues, sales of purchased power and physical natural gas, capacity revenue, REC revenue, sales of surplus emission allowances, transmission revenue and expenses, fuel and purchased energy expense, fuel transportation expense, environmental compliance expense, and realized settlements from our marketing, hedging, optimization and trading activities, but excludes our mark-to-market activity and other revenues
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Commodity revenue
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The sum of our revenues from power and steam sales, sales of purchased power and physical natural gas, capacity revenue, REC revenue, sales of surplus emission allowances, transmission revenue and realized settlements from our marketing, hedging, optimization and trading activities, but excludes our mark-to-market activity
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Company
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Calpine Corporation, a Delaware corporation, and its subsidiaries
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Corporate Revolving Facility
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The $1.7 billion aggregate amount revolving credit facility credit agreement, dated as of December 10, 2010, as amended on June 27, 2013, July 30, 2014 and February 8, 2016, among Calpine Corporation, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, the lenders party thereto and the other parties thereto
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CPUC
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California Public Utilities Commission
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CSAPR
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Cross-State Air Pollution Rule
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D.C. Circuit
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U.S. Court of Appeals for the District of Columbia Circuit
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Director Plan
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The Amended and Restated Calpine Corporation 2008 Director Incentive Plan
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Dodd-Frank Act
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The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
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EBITDA
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Net income (loss) attributable to Calpine before net (income) loss attributable to the noncontrolling interest, interest, taxes, depreciation and amortization
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EIA
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Energy Information Administration of the U.S. Department of Energy
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EPA
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U.S. Environmental Protection Agency
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ABBREVIATION
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DEFINITION
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Equity Plan
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The Amended and Restated Calpine Corporation 2008 Equity Incentive Plan
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ERCOT
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Electric Reliability Council of Texas
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EWG(s)
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Exempt wholesale generator(s)
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Exchange Act
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U.S. Securities Exchange Act of 1934, as amended
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FASB
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Financial Accounting Standards Board
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FDIC
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U.S. Federal Deposit Insurance Corporation
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FERC
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U.S. Federal Energy Regulatory Commission
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First Lien Notes
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Collectively, the 2022 First Lien Notes, the 2023 First Lien Notes and the 2024 First Lien Notes
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First Lien Term Loans
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Collectively, the 2019 First Lien Term Loan, the 2020 First Lien Term Loan, the 2022 First Lien Term Loan and the 2023 First Lien Term Loan
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FRCC
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Florida Reliability Coordinating Council
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GE
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General Electric International, Inc.
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Geysers Assets
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Our geothermal power plant assets, including our steam extraction and gathering assets, located in northern California consisting of 14 operating power plants
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GHG(s)
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Greenhouse gas(es), primarily carbon dioxide (CO
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Greenfield LP
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Greenfield Energy Centre LP, a 50% partnership interest between certain of our subsidiaries and a third party which operates the Greenfield Energy Centre, a 1,038 MW natural gas-fired, combined-cycle power plant in Ontario, Canada
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Heat Rate(s)
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A measure of the amount of fuel required to produce a unit of power
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Hg
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Mercury
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IRC
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Internal Revenue Code
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IRS
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U.S. Internal Revenue Service
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ISO(s)
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Independent System Operator(s)
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ISO-NE
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ISO New England Inc., an independent nonprofit RTO serving states in the New England area, including Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont
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KWh
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Kilowatt hour(s), a measure of power produced, purchased or sold
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LIBOR
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London Inter-Bank Offered Rate
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LTSA(s)
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Long-Term Service Agreement(s)
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Market Heat Rate(s)
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The regional power price divided by the corresponding regional natural gas price
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MATS
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Mercury and Air Toxics Standard
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ABBREVIATION
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DEFINITION
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MISO
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Midwest ISO
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MMBtu
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Million Btu
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MRO
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Midwest Reliability Organization
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MW
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Megawatt(s), a measure of plant capacity
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MWh
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Megawatt hour(s), a measure of power produced, purchased or sold
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NAAQS
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National Ambient Air Quality Standards
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NERC
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North American Electric Reliability Council
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NOL(s)
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Net operating loss(es)
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NOx
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Nitrogen oxides
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NPCC
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Northeast Power Coordinating Council
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NYISO
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New York ISO
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NYMEX
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New York Mercantile Exchange
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NYSE
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New York Stock Exchange
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OCI
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Other Comprehensive Income
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OMEC
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Otay Mesa Energy Center, LLC, an indirect, wholly-owned subsidiary of Calpine that owns the Otay Mesa Energy Center, a 608 MW natural gas-fired, combined-cycle power plant located in San Diego county, California
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OTC
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Over-the-Counter
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PG&E
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Pacific Gas & Electric Company
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PJM
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PJM Interconnection is a RTO that coordinates the movement of wholesale electricity in all or parts of Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia and the District of Columbia
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PPA(s)
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Any term power purchase agreement or other contract for a physically settled sale (as distinguished from a financially settled future, option or other derivative or hedge transaction) of any power product, including power, capacity and/or ancillary services, in the form of a bilateral agreement or a written or oral confirmation of a transaction between two parties to a master agreement, including sales related to a tolling transaction in which the purchaser provides the fuel required by us to generate such power and we receive a variable payment to convert the fuel into power and steam
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PSD
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Prevention of Significant Deterioration
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PUCT
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Public Utility Commission of Texas
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PUHCA 2005
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U.S. Public Utility Holding Company Act of 2005
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PURPA
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U.S. Public Utility Regulatory Policies Act of 1978
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ABBREVIATION
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DEFINITION
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QF(s)
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Qualifying facility(ies), which are cogeneration facilities and certain small power production facilities eligible to be “qualifying facilities” under PURPA, provided that they meet certain power and thermal energy production requirements and efficiency standards. QF status provides an exemption from the books and records requirement of PUHCA 2005 and grants certain other benefits to the QF
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REC(s)
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Renewable energy credit(s)
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Report
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This Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 12, 2016
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Reserve margin(s)
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The measure of how much the total generating capacity installed in a region exceeds the peak demand for power in that region
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RFC
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Reliability First Corporation
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RGGI
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Regional Greenhouse Gas Initiative
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Risk Management Policy
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Calpine’s policy applicable to all employees, contractors, representatives and agents, which defines the risk management framework and corporate governance structure for commodity risk, interest rate risk, currency risk and other risks
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RMR Contract(s)
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Reliability Must Run contract(s)
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RPS
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Renewable Portfolio Standard
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RTO(s)
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Regional Transmission Organization(s)
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SEC
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U.S. Securities and Exchange Commission
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Securities Act
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U.S. Securities Act of 1933, as amended
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Senior Unsecured Notes
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Collectively, the 2023 Senior Unsecured Notes, the 2024 Senior Unsecured Notes and the 2025 Senior Unsecured Notes
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SERC
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Southeastern Electric Reliability Council
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SO
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Sulfur dioxide
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Spark Spread(s)
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The difference between the sales price of power per MWh and the cost of natural gas to produce it
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Steam Adjusted Heat Rate
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The adjusted Heat Rate for our natural gas-fired power plants, excluding peakers, calculated by dividing (a) the fuel consumed in Btu reduced by the net equivalent Btu in steam exported to a third party by (b) the KWh generated. Steam Adjusted Heat Rate is a measure of fuel efficiency, so the lower our Steam Adjusted Heat Rate, the lower our cost of generation
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Steamboat
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Calpine Steamboat Holdings, LLC, an indirect, wholly-owned subsidiary of Calpine Corporation
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TCEQ
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Texas Commission on Environmental Quality
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TRE
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Texas Reliability Entity, Inc.
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TSR
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Total shareholder return
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U.S. GAAP
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Generally accepted accounting principles in the U.S.
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VAR
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Value-at-risk
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VIE(s)
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Variable interest entity(ies)
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ABBREVIATION
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DEFINITION
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WECC
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Western Electricity Coordinating Council
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Whitby
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Whitby Cogeneration Limited Partnership, a 50% partnership interest between certain of our subsidiaries and a third party which operates Whitby, a 50 MW natural gas-fired, simple-cycle cogeneration power plant located in Ontario, Canada
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Financial results that may be volatile and may not reflect historical trends due to, among other things, seasonality of demand, fluctuations in prices for commodities such as natural gas and power, changes in U.S. macroeconomic conditions, fluctuations in liquidity and volatility in the energy commodities markets and our ability and extent to which we hedge risks;
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Laws, regulations and market rules in the markets in which we participate and our ability to effectively respond to changes in laws, regulations or market rules or the interpretation thereof including those related to the environment, derivative transactions and market design in the regions in which we operate;
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Our ability to manage our liquidity needs, access the capital markets when necessary and comply with covenants under our Senior Unsecured Notes, First Lien Notes, First Lien Term Loans, Corporate Revolving Facility, CCFC Term Loans and other existing financing obligations;
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Risks associated with the operation, construction and development of power plants, including unscheduled outages or delays and plant efficiencies;
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Risks related to our geothermal resources, including the adequacy of our steam reserves, unusual or unexpected steam field well and pipeline maintenance requirements, variables associated with the injection of water to the steam reservoir and potential regulations or other requirements related to seismicity concerns that may delay or increase the cost of developing or operating geothermal resources;
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Competition, including renewable sources of power and risks associated with marketing and selling power in the evolving energy markets;
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Structural changes in the supply and demand of power, resulting from the development of new fuels or technologies and demand-side management tools (such as distributed generation, power storage and other technologies);
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The expiration or early termination of our PPAs and the related results on revenues;
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Future capacity revenue may not occur at expected levels;
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Natural disasters, such as hurricanes, earthquakes, droughts, wildfires and floods, acts of terrorism or cyber attacks that may impact our power plants or the markets our power plants or retail operations serve and our corporate headquarters;
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Disruptions in or limitations on the transportation of natural gas or fuel oil and the transmission of power;
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Our ability to manage our customer and counterparty exposure and credit risk, including our commodity positions;
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Our ability to attract, motivate and retain key employees;
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Present and possible future claims, litigation and enforcement actions that may arise from noncompliance with market rules promulgated by the SEC, CFTC, FERC and other regulatory bodies; and
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Other risks identified in this Report.
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Item 1.
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Business
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1.
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Focus on Remaining a Premier Operating Company
— Our objective is to be the “best-in-class” in regards to certain operational performance metrics, such as safety, availability, reliability, efficiency and cost management.
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During 2015, our employees achieved a total recordable incident rate of 0.73 recordable injuries per 100 employees which places us in the first quartile performance for power generation companies with 1,000 or more employees.
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Our entire fleet achieved a forced outage factor of 2.3% and a starting reliability of 98.3% during the year ended December 31, 2015.
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During 2015, our outage services subsidiary completed 15 major inspections and nine hot gas path inspections.
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For the past 15 years on average, our Geysers Assets have reliably generated approximately six million MWh of renewable power per year.
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2.
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Focus on Managing and Growing our Portfolio
— Our goal is to continue to grow our presence in core markets with an emphasis on acquisitions, expansions or modernizations of existing power plants. We intend to take advantage of favorable opportunities to continue to design, develop, acquire, construct and operate the next generation of highly efficient, operationally flexible and environmentally responsible power plants where such investment meets our rigorous financial hurdles, particularly if power contracts and financing are available and attractive returns are expected. Likewise, we actively seek to divest non-core assets where we can find opportunities to do so accretively. In addition, we believe that modernizations and expansions to our current assets offer proven and financially disciplined opportunities to improve our operations, capacity and efficiencies. During 2015 and through the filing of this Report, we strategically repositioned
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In June 2015, our Garrison Energy Center commenced commercial operations, bringing online approximately 309 MW of combined-cycle, natural gas-fired capacity with dual-fuel capability.
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During the second quarter of 2015, we began construction of our 760 MW York 2 Energy Center and expect commercial operations to commence during the second quarter of 2017.
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In July 2015, the sale of our Osprey Energy Center to Duke Energy Florida, Inc. for approximately $166 million, excluding working capital and other adjustments, was approved by the FERC and the Florida Public Service Commission. In accordance with the asset sale agreement, the sale will be consummated in January 2017 upon the conclusion of a 27-month PPA. This sale represents a strategic disposition of a power plant in a wholesale power market dominated by regulated utilities.
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•
|
On October 1, 2015, we acquired Champion Energy for approximately $240 million, excluding working capital adjustments. The addition of this well-established retail sales organization is consistent with our stated goal of getting closer to our end-use customers and provides us a valuable sales channel for directly reaching a much greater portion of the load we seek to serve.
|
•
|
On February 5, 2016, we completed the purchase of Granite Ridge Energy Center, a power plant with a nameplate capacity of
745
MW (summer peaking capacity of
695
MW), for approximately $500 million, excluding working capital adjustments. The addition of this modern, efficient, natural gas-fired, combined-cycle power plant will increase capacity in our East segment, specifically the constrained New England market.
|
•
|
Garrison Energy Center —
We are in the early stages of development of a second phase of the Garrison Energy Center that will add approximately 430 MW of dual-fuel, combined-cycle capacity to our existing Garrison Energy Center. PJM has completed its feasibility study of the project and the system impact study is underway.
|
•
|
York 2 Energy Center —
York 2 Energy Center is a 760 MW dual-fuel, combined-cycle project that will be co-located with our York Energy Center in Peach Bottom Township, Pennsylvania. Once complete, the power plant will feature two combustion turbines, two heat recovery steam generators and one steam turbine. The project’s capacity cleared PJM’s 2017/2018 and 2018/2019 base residual auctions. The project is now under construction, and we expect COD during the second quarter of 2017. PJM has completed the interconnection study process for an additional 68 MW of planned capacity at the York 2 Energy Center. This incremental 68 MW of planned capacity cleared the 2018/2019 base residual auction.
|
•
|
Guadalupe Peaking Energy Center —
I
n April 2015, we executed an agreement with Guadalupe Valley Electric Cooperative (“GVEC”) that will facilitate the construction of a 418 MW natural gas-fired peaking power plant to be co-located with our Guadalupe Energy Center. Under the terms of the agreement, construction of the Guadalupe Peaking Energy Center (“GPEC”) may commence at our discretion, so long as the power plant reaches COD by June 1, 2019. When the power plant begins commercial operation, GVEC will purchase a 50% ownership interest in GPEC. Once built, GPEC will feature two fast-ramping combustion turbines capable of responding to peaks in power demand. This project represents a mutually beneficial response to our customer’s desire to have direct access to peaking generation resources, as it leverages the benefits of our existing site and development rights and our construction and operating expertise, as well as our customer’s ability to fund its investment at attractive rates, all while affording us the flexibility of timing the plant’s construction in response to market pricing signals.
|
•
|
Mankato Power Plant Expansion —
By order dated February 5, 2015, the Minnesota Public Utilities Commission concluded a competitive resource acquisition proceeding and selected a 345 MW expansion of our Mankato Power Plant, authorizing execution of a 20-year PPA between Calpine and Xcel Energy. The PPA was executed in April 2015 and remains subject to approval by the North Dakota Public Service Commission. Commercial operation of the expanded capacity may commence as early as 2019, subject to requisite regulatory approvals and applicable contract conditions.
|
•
|
PJM and ISO-NE Development Opportunities —
We are currently evaluating opportunities to develop additional projects in the PJM and ISO-NE market areas that feature cost advantages such as existing infrastructure and favorable transmission queue positions. These projects are continuing to advance entitlements (such as permits, zoning and transmission) for their potential future development when economical.
|
•
|
Turbine Modernization
—
We continue to move forward with our turbine modernization program. Through
December 31, 2015
, we have completed the upgrade of 13 Siemens and eight GE turbines totaling approximately
|
3.
|
Focus on our Customer Relationships
— We continue to focus on providing products and services that are beneficial to our customers. A summary of certain significant customer metrics and contracts entered into in 2015 are as follows:
|
•
|
In 2015, Champion Energy, our retail electric provider, served approximately 22 million MWh of customer load consisting of approximately 2.1 million annualized residential customer equivalents at December 31, 2015, concentrated in Texas, the Northeast and Mid-Atlantic where Calpine has a substantial power generation presence.
|
•
|
We entered into a new PPA with Marin Clean Energy to provide up to 65 MW of power from our Delta Energy Center and other northern California power plants commencing in April 2015 and extending through December 2017.
|
•
|
Our ten-year PPA with Southern California Edison for 225 MW of capacity and renewable energy from our Geysers Assets commencing in June 2017 was approved by the CPUC in the first quarter of 2015.
|
•
|
We entered into a new ten-year PPA with Southern California Edison for 50 MW of capacity and renewable energy from our Geysers Assets commencing in January 2018. The PPA remains subject to approval by the CPUC.
|
•
|
We entered into a new one-year resource adequacy contract with SCE for 238 MW from our Pastoria Energy Center commencing in January 2018.
|
•
|
We entered into a new three-year PPA with the San Francisco Public Utilities Commission to provide, on average, approximately 43 MW of energy and renewable energy annually commencing in May 2016.
|
•
|
We entered into a new three-year PPA with Brazos Electric Power Cooperative to provide 300 MW of energy from our Texas power plant fleet commencing in January 2016.
|
•
|
We entered into a new three-year PPA with Pedernales Electric Cooperative to provide approximately 140 MW of energy from our Texas power plant fleet commencing in January 2017.
|
•
|
We entered into a new two-year PPA with Guadalupe Valley Electric Cooperative to provide approximately 270 MW of energy from our Texas power plant fleet commencing in June 2017. The execution of this PPA will facilitate the construction of a 418 MW natural gas-fired peaking power plant to be co-located with our Guadalupe Energy Center.
|
•
|
We extended our existing PPA with the South Texas Electric Cooperative to supply the Magic Valley Electric Cooperative’s full load requirements for ten years beyond 2021. Magic Valley Electric Cooperative’s peak summer load in 2015 was 490 MW.
|
•
|
We entered into a new 20-year PPA with Xcel Energy to provide up to 345 MW of capacity and energy from our Mankato Power Plant expansion when commercial operations commence and transmission-related upgrades have been completed.
|
•
|
We entered into a new ten-year PPA with the Tennessee Valley Authority to provide 615 MW of energy and capacity from our Morgan Energy Center commencing in February 2016.
|
4.
|
Focus on Advocacy and Corporate Responsibility
— We recognize that our business is heavily influenced by laws, regulations and rules at federal, state and local levels as well as by rules of the ISOs and RTOs that oversee the competitive markets in which we operate. We believe that being active participants in the legislative, regulatory and rulemaking processes may yield better outcomes for all stakeholders, including Calpine. Our two basic areas of focus are competitive wholesale power markets and environmental stewardship in power generation. Below are some recent examples of our advocacy efforts:
|
•
|
Provided leadership in stakeholder processes at PJM on a new “Capacity Performance” product and at ISO-NE on its Pay-For-Performance initiatives, resulting in implementation of the FERC approved PJM Capacity Performance product and ISO-NE Pay-For-Performance capacity structure.
|
•
|
Our employees participated as invited panelists at FERC technical conferences regarding price formation and “out-of-market payments” in organized markets.
|
•
|
Successfully navigated a competitive generation supply bidding process in Florida, resulting in a contract for the acquisition of our Osprey Energy Center rather than a utility self-build as the most cost effective alternative for Florida ratepayers.
|
•
|
Successfully advocated for a competitive generation supply bidding process in Minnesota and succeeded in obtaining an order requiring the local utility to enter into a long-term PPA for new additional capacity at our Mankato Power Plant.
|
•
|
Provided leadership in the successful legal challenges against New Jersey for discriminatory behavior affecting FERC jurisdictional capacity auctions, resulting in a decision by the U.S. Circuit Court of Appeals for the Third Circuit striking New Jersey’s action as being in violation of U.S. law. Petitions for certiorari were filed with the U.S. Supreme Court, asking for review of the Third Circuit’s decision. In October 2015, the U.S. Supreme Court granted certiorari but has not scheduled the case for oral argument.
|
•
|
Successfully advocated against proposed legislation in California requiring investor owned utilities to contract for 500 MW of new geothermal resources that would have discriminated against our existing geothermal fleet.
|
•
|
Filed a brief with the D.C. Circuit supporting the EPA’s MATS rules which were upheld by the Court.
|
•
|
Filed a brief with the U.S. Supreme Court supporting the EPA’s CSAPR rules which were upheld by the Court in a decision citing our brief.
|
•
|
Filed a brief with the U.S. Supreme Court supporting the EPA’s GHG air permit rules which were upheld in part by the Court citing our brief in its opinion.
|
•
|
Filed a brief with the D.C. Circuit supporting the EPA’s opposition to motions for stay of the Clean Power Plan; the D.C. Circuit denied the motions.
|
5.
|
Focus on Enhancing Shareholder Value
— We continue to make significant progress to deliver financially disciplined growth, to enhance shareholder value through disciplined capital allocation including the return of capital to shareholders and to manage the balance sheet for future growth and success. We are committed to remaining financially disciplined in our capital allocation decisions. The year ended
December 31, 2015
was marked by the following accomplishments:
|
•
|
We continued to return capital to our shareholders in the form of share repurchases, having cumulatively repurchased approximately $2.8 billion or 29% of our previously outstanding shares as of the filing of this Report.
|
•
|
Specifically during 2015, we repurchased a total of
26.6 million
shares of our outstanding common stock for approximately $
529 million
at an average price of $
19.87
per share.
|
•
|
In February 2015, we issued
$650 million
in aggregate principal amount of
5.5%
senior unsecured notes due 2024 in a public offering and used the net proceeds to replenish cash on hand used for the acquisition of Fore River Energy Center in the fourth quarter of 2014, to repurchase approximately
$147 million
of our 2023 First Lien Notes and for general corporate purposes.
|
•
|
In May 2015, we repaid our 2018 First Lien Term Loans with the proceeds from the 2022 First Lien Term Loan which extended the maturity and reduced the interest rate on approximately $1.6 billion of corporate debt.
|
•
|
In November 2015, we refinanced and upsized our Steamboat project debt which lowered the interest rate and extended the maturity by two years to November 22, 2019.
|
•
|
In December 2015, we used cash on hand to redeem 10% of the original aggregate principal amount of our 2023 First Lien Notes, plus accrued and unpaid interest.
|
•
|
In December 2015, we entered into our 2023 First Lien Term Loan and will use the proceeds to fund a portion of the purchase price for the Granite Ridge Energy Center, to repay project and corporate debt and for general corporate purposes.
|
•
|
In December 2015, we entered into an agreement with one of the two lessors of our Pasadena Power Plant to purchase their 50% interest, which will result in a reduction of our project debt of approximately $50 million. The transaction is expected to close during the second quarter of 2016.
|
•
|
On February 8, 2016, we amended our Corporate Revolving Facility, extending the maturity by two years to June 27, 2020, and increasing the capacity by an additional $178 million to $1,678 million through June 27, 2018, reverting back to $1,520 million through the maturity date. Further, we increased the letter of credit sublimit by $250 million to $1.0 billion and extended the maturity by two years to June 27, 2020.
|
•
|
First, we are a provider of power to utilities, independent electric system operators, industrial and agricultural companies, retail power providers, municipalities and other governmental entities, power marketers as well as retail commercial, industrial and residential customers. Effective after the October 1, 2015 acquisition, we entered the retail market in scale through our retail subsidiary, Champion Energy. Our power sales occur in several different product categories including baseload (around the clock generation), intermediate (generation typically more expensive than baseload and utilized during higher demand periods to meet shifting demand needs), and peaking energy (most expensive variable cost and utilized during the highest demand periods), for which the latter is provided by some of our stand-alone peaking power plants/units and from our combined-cycle power plants by using technologies such as steam injection or duct firing additional burners in the heat recovery steam generators. Many of our units have operated more frequently as baseload units at times when low natural gas prices have driven their production costs below those of some competing coal-fired units. We also sell “full requirements” electricity for wholesale and retail customers, whereby we utilize our power plants as well as market purchases to serve the total electricity demand of the customer even as it varies across time.
|
•
|
Second, we provide capacity for sale to utilities, independent electric system operators and retail power providers. In various markets, retail power providers (or independent electric system operators on their behalf) are required to demonstrate adequate resources to meet their power sales commitments. To meet this obligation, they procure a market product known as capacity from power plant owners or resellers. Most electricity market administrators have acknowledged that an energy only market does not provide sufficient revenues to enable existing merchant generators to recover all of their costs or to encourage the construction of new power plants. Capacity auctions have been implemented in the Northeast, Mid-Atlantic and certain Midwest regional markets to address this issue. California has a bilateral capacity program. Texas does not presently have a capacity market or a requirement for retailers to ensure adequate resources.
|
•
|
Third, we sell RECs from our Geysers Assets in northern California, as well as from our small solar power plant in New Jersey. California has an RPS that requires load serving entities to have RECs for a certain percentage of their demand for the purpose of guaranteeing a certain level of renewable generation in the state or in neighboring areas. Because geothermal is a renewable source of energy, we receive a REC for each MWh we produce and are able to sell our RECs to load serving entities. New Jersey has a solar specific RPS which enables us to sell RECs from a 4 MW photovoltaic solar generation facility located in Vineland, New Jersey.
|
•
|
Fourth, our cogeneration power plants produce steam, in addition to electricity, for sale to industrial customers for use in their manufacturing processes or heating, ventilation and air conditioning operations.
|
•
|
Fifth, we provide ancillary service products to wholesale power markets. These products include the right for the purchaser to call on our generation to provide flexibility to the market and support operation of the electric grid. For example, we are sometimes paid to reserve a portion of capacity at some of our power plants that could be deployed quickly should there be an unexpected increase in load or to assure reliability due to fluctuations in the supply of power from variable renewable resources such as wind and solar generation. These ramping characteristics are becoming increasingly necessary in markets where intermittent renewables have large penetrations.
|
(1)
|
Data source is NERC weather-normalized estimates for 2015 published in May 2015.
|
•
|
Economic pressures continue to increase for coal-fired power generation as state and federal agencies enact environmental regulations to reduce air emissions of certain pollutants such as SO
2
, NO
X
, GHG, Hg and acid gases, restrict the use of once-through cooling, and provide for stricter standards for managing coal combustion residuals. In October 2015, the EPA promulgated the Clean Power Plan which requires future reductions in GHG emissions from existing power plants of 32% from 2005 levels by 2030. We anticipate that older, less efficient fossil-fuel power plants that emit much higher amounts of GHG, SO
2
, NO
X
, Hg and acid gases, which operate nationwide, but more prominently in the eastern U.S., will be negatively impacted by current and future air emissions, water and waste regulations and legislation both at the state and federal levels which will require many coal-fired power plants to install expensive air pollution controls or reduce or discontinue operations. As a result, any retirements or curtailments could enhance our growth opportunities through greater utilization of our existing power plants and development of new power plants. The estimated capacity for fossil-fueled plants older than 50 years and the total estimated capacity for fossil-fueled plants by NERC region are as follows:
|
|
|
Generating Capacity Older Than 50 years
|
|
Total Generating Capacity
|
||||
West:
|
|
|
|
|
|
|
||
WECC
|
|
9,107
|
|
MW
|
|
131,421
|
|
MW
|
Texas:
|
|
|
|
|
|
|
||
TRE
|
|
3,909
|
|
MW
|
|
86,089
|
|
MW
|
East:
|
|
|
|
|
|
|
||
NPCC
|
|
8,873
|
|
MW
|
|
57,218
|
|
MW
|
MRO
|
|
4,460
|
|
MW
|
|
45,524
|
|
MW
|
RFC
|
|
21,202
|
|
MW
|
|
185,137
|
|
MW
|
SERC
|
|
25,684
|
|
MW
|
|
227,730
|
|
MW
|
FRCC
|
|
275
|
|
MW
|
|
59,707
|
|
MW
|
Total
|
|
73,510
|
|
MW
|
|
792,826
|
|
MW
|
•
|
An increase in power generated from renewable sources could lead to an increased need for flexible power that many of our power plants provide to protect the reliability of the grid and premium compensation for that flexibility; however, risks also exist that renewables have the ability to lower overall wholesale power prices which could negatively impact us. Significant economic and reliability concerns for renewable generation have been raised, but we expect that renewable market penetration will continue, assisted by state-level renewable portfolio standards and federal tax incentives. The Consolidated Appropriations Act which extended the production tax credit for wind through the end of 2016 with gradual decreases thereafter until the tax credit expires completely in 2019 and extended the 30% investment tax credit for solar through the end of 2019 with gradual decreases through 2021 after which the investment tax credit declines to 10% was enacted in December 2015. In October 2015, the EPA promulgated the Clean Power Plan which requires future reductions in GHG emissions from existing power plants and provides flexibility in meeting the emissions reduction requirements including adding renewable generation. Increased renewable penetration has a particularly negative impact on inflexible baseload units and may lead to retirement of additional baseload units, which would benefit us; however, our energy margin may also decrease due to lower market clearing prices. To the extent market structures evolve to appropriately compensate units for providing flexible capacity to ensure reliability, our capacity revenue may increase.
|
•
|
One small but growing source of competing renewable generation in some of our regional markets (primarily California) is customer-sited (primarily rooftop) solar generation. Levelized costs for solar installation have fallen significantly over the past several years, aided by federal tax subsidies and other local incentives, and are now in some regions lower than customer retail electric rates. To the extent on-site solar generation is compensated at the full retail rate (an increasingly controversial policy known as “net energy metering”), rooftop solar installations may continue to grow. Should net energy metered solar installations remain capped at relatively low levels of penetration or net energy metering policies be weakened (by rate structure reforms that charge customers fixed amounts regardless of the level of electricity consumed, thus lowering the variable portion of the rates), rooftop solar growth might diminish. Absent incentives and supportive policies, rooftop solar is currently generally not competitive with wholesale power.
|
•
|
The regulators in our core markets remain committed to the competitive wholesale power model, particularly in ERCOT, PJM and ISO-NE where they continue to focus on market design and rules to assure the long-term viability of competition and the benefits to customers that justify competition.
|
•
|
Utilities are increasingly focused on demand side management – managing the level and timing of power usage through load curtailment, dispatching generators located at commercial or industrial sites, and “smart grid” technologies that may improve the efficiencies, dispatch usage and reliability of electric grids. Scrutiny of demand side resources has increased recently as system operators evaluate their reliability (especially at high levels of penetration) and environmental authorities deal with the implications of relying on smaller, less environmentally efficient generation sources during periods of peak demand when air quality is already challenged.
|
•
|
Environmental permitting requirements for new power plants, transmission lines and pipelines continue to increase in stringency and complexity, resulting in prolonged, expensive development cycles and high capital investments.
|
•
|
number of market participants, both in terms of physical presence as well as contribution toward financial market liquidity;
|
•
|
amount of generation capacity available in the market, including solar and wind capacity;
|
•
|
fluctuations in power supply due to planned and unplanned outages of generators;
|
•
|
fluctuations in power demand due to weather and other factors;
|
•
|
cost of fuel, which could be impacted by the efficiency of generation technology and fluctuations in fuel supply or interruptions in natural gas transportation;
|
•
|
relative ease or difficulty of developing, permitting and constructing new power plants;
|
•
|
availability and cost of power transmission;
|
•
|
potential growth of demand side management, customer-sited solar generation and electricity storage devices;
|
•
|
creditworthiness and other risks associated with counterparties;
|
•
|
bidding behavior of market participants;
|
•
|
regulatory and ISO guidelines and rules;
|
•
|
structure of commercial products; and
|
•
|
ability to optimize the market’s mix of alternative sources of power such as renewable and hydroelectric power.
|
•
|
provide affordable, reliable services to our customers;
|
•
|
maintain excellence in operations;
|
•
|
achieve and maintain a lower cost of production, primarily by maintaining unit availability, efficiency and production cost management;
|
•
|
accurately assess and effectively manage our risks; and
|
•
|
accomplish all of the above with an environmental impact that is lower than the competition and further decreasing over time.
|
Geographic Diversity
|
Dispatch Technology
|
|
|
|
•
|
27% related to leases with the federal government via the Office of Natural Resources Revenue (formerly, the Minerals Management Service),
|
•
|
30% related to leases with the California State Lands Commission, and
|
•
|
43% related to leases with private landowners/leaseholders.
|
SEGMENT / Power Plant
|
|
NERC
Region
|
|
U.S. State or
Canadian
Province
|
|
Technology
|
|
Calpine
Interest
Percentage
|
|
Calpine Net
Interest
Baseload
(MW)
(1)(3)
|
|
Calpine Net
Interest
With Peaking
(MW)
(2)(3)
|
|
2015
Total MWh
Generated
(4)
|
||||
WEST
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Geothermal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
McCabe #5 & #6
|
|
WECC
|
|
CA
|
|
Renewable
|
|
100
|
%
|
|
85
|
|
|
85
|
|
|
733,817
|
|
Ridge Line #7 & #8
|
|
WECC
|
|
CA
|
|
Renewable
|
|
100
|
%
|
|
78
|
|
|
78
|
|
|
647,824
|
|
Calistoga
|
|
WECC
|
|
CA
|
|
Renewable
|
|
100
|
%
|
|
66
|
|
|
66
|
|
|
469,987
|
|
Eagle Rock
|
|
WECC
|
|
CA
|
|
Renewable
|
|
100
|
%
|
|
64
|
|
|
64
|
|
|
588,334
|
|
Big Geysers
|
|
WECC
|
|
CA
|
|
Renewable
|
|
100
|
%
|
|
60
|
|
|
60
|
|
|
446,403
|
|
Quicksilver
(5)
|
|
WECC
|
|
CA
|
|
Renewable
|
|
100
|
%
|
|
53
|
|
|
53
|
|
|
265,947
|
|
Cobb Creek
|
|
WECC
|
|
CA
|
|
Renewable
|
|
100
|
%
|
|
51
|
|
|
51
|
|
|
416,738
|
|
Lake View
|
|
WECC
|
|
CA
|
|
Renewable
|
|
100
|
%
|
|
49
|
|
|
49
|
|
|
478,348
|
|
Socrates
(5)
|
|
WECC
|
|
CA
|
|
Renewable
|
|
100
|
%
|
|
49
|
|
|
49
|
|
|
283,432
|
|
Sulphur Springs
|
|
WECC
|
|
CA
|
|
Renewable
|
|
100
|
%
|
|
47
|
|
|
47
|
|
|
450,791
|
|
Grant
(5)
|
|
WECC
|
|
CA
|
|
Renewable
|
|
100
|
%
|
|
41
|
|
|
41
|
|
|
219,535
|
|
Sonoma
(5)
|
|
WECC
|
|
CA
|
|
Renewable
|
|
100
|
%
|
|
37
|
|
|
37
|
|
|
270,290
|
|
West Ford Flat
(5)
|
|
WECC
|
|
CA
|
|
Renewable
|
|
100
|
%
|
|
27
|
|
|
27
|
|
|
137,667
|
|
Aidlin
|
|
WECC
|
|
CA
|
|
Renewable
|
|
100
|
%
|
|
18
|
|
|
18
|
|
|
132,136
|
|
Natural Gas-Fired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Delta Energy Center
|
|
WECC
|
|
CA
|
|
Combined Cycle
|
|
100
|
%
|
|
835
|
|
|
857
|
|
|
4,636,426
|
|
Pastoria Energy Center
|
|
WECC
|
|
CA
|
|
Combined Cycle
|
|
100
|
%
|
|
770
|
|
|
749
|
|
|
4,784,605
|
|
Hermiston Power Project
|
|
WECC
|
|
OR
|
|
Combined Cycle
|
|
100
|
%
|
|
566
|
|
|
635
|
|
|
4,083,146
|
|
Otay Mesa Energy Center
|
|
WECC
|
|
CA
|
|
Combined Cycle
|
|
100
|
%
|
|
513
|
|
|
608
|
|
|
3,622,896
|
|
Metcalf Energy Center
|
|
WECC
|
|
CA
|
|
Combined Cycle
|
|
100
|
%
|
|
564
|
|
|
605
|
|
|
3,164,916
|
|
Sutter Energy Center
(6)
|
|
WECC
|
|
CA
|
|
Combined Cycle
|
|
100
|
%
|
|
542
|
|
|
578
|
|
|
1,197,608
|
|
Los Medanos Energy Center
|
|
WECC
|
|
CA
|
|
Cogen
|
|
100
|
%
|
|
518
|
|
|
572
|
|
|
2,603,601
|
|
South Point Energy Center
(7)
|
|
WECC
|
|
AZ
|
|
Combined Cycle
|
|
100
|
%
|
|
520
|
|
|
530
|
|
|
1,750,660
|
|
Russell City Energy Center
|
|
WECC
|
|
CA
|
|
Combined Cycle
|
|
75
|
%
|
|
429
|
|
|
464
|
|
|
2,167,563
|
|
Los Esteros Critical Energy Facility
|
|
WECC
|
|
CA
|
|
Combined Cycle
|
|
100
|
%
|
|
243
|
|
|
309
|
|
|
350,672
|
|
Gilroy Energy Center
|
|
WECC
|
|
CA
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
141
|
|
|
39,140
|
|
Gilroy Cogeneration Plant
|
|
WECC
|
|
CA
|
|
Cogen
|
|
100
|
%
|
|
109
|
|
|
130
|
|
|
138,225
|
|
King City Cogeneration Plant
|
|
WECC
|
|
CA
|
|
Cogen
|
|
100
|
%
|
|
120
|
|
|
120
|
|
|
440,336
|
|
Wolfskill Energy Center
|
|
WECC
|
|
CA
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
48
|
|
|
26,280
|
|
Yuba City Energy Center
|
|
WECC
|
|
CA
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
47
|
|
|
25,291
|
|
Feather River Energy Center
|
|
WECC
|
|
CA
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
47
|
|
|
26,649
|
|
Creed Energy Center
|
|
WECC
|
|
CA
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
47
|
|
|
12,406
|
|
Lambie Energy Center
|
|
WECC
|
|
CA
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
47
|
|
|
11,188
|
|
Goose Haven Energy Center
|
|
WECC
|
|
CA
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
47
|
|
|
11,351
|
|
Riverview Energy Center
|
|
WECC
|
|
CA
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
47
|
|
|
22,411
|
|
King City Peaking Energy Center
|
|
WECC
|
|
CA
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
44
|
|
|
6,998
|
|
Agnews Power Plant
|
|
WECC
|
|
CA
|
|
Combined Cycle
|
|
100
|
%
|
|
28
|
|
|
28
|
|
|
31,948
|
|
Subtotal
|
|
|
|
|
|
|
|
|
|
6,482
|
|
|
7,425
|
|
|
34,695,565
|
|
SEGMENT / Power Plant
|
|
NERC
Region
|
|
U.S. State or
Canadian
Province
|
|
Technology
|
|
Calpine
Interest
Percentage
|
|
Calpine Net
Interest
Baseload
(MW)
(1)(3)
|
|
Calpine Net
Interest
With Peaking
(MW)
(2)(3)
|
|
2015
Total MWh
Generated
(4)
|
||||
TEXAS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deer Park Energy Center
|
|
TRE
|
|
TX
|
|
Cogen
|
|
100
|
%
|
|
1,103
|
|
|
1,204
|
|
|
6,997,603
|
|
Guadalupe Energy Center
|
|
TRE
|
|
TX
|
|
Combined Cycle
|
|
100
|
%
|
|
1,009
|
|
|
1,000
|
|
|
5,986,946
|
|
Baytown Energy Center
|
|
TRE
|
|
TX
|
|
Cogen
|
|
100
|
%
|
|
782
|
|
|
842
|
|
|
3,805,707
|
|
Channel Energy Center
|
|
TRE
|
|
TX
|
|
Cogen
|
|
100
|
%
|
|
723
|
|
|
808
|
|
|
4,734,785
|
|
Pasadena Power Plant
(8)
|
|
TRE
|
|
TX
|
|
Cogen/Combined Cycle
|
|
100
|
%
|
|
763
|
|
|
781
|
|
|
4,751,419
|
|
Bosque Energy Center
|
|
TRE
|
|
TX
|
|
Combined Cycle
|
|
100
|
%
|
|
740
|
|
|
762
|
|
|
4,675,194
|
|
Freestone Energy Center
|
|
TRE
|
|
TX
|
|
Combined Cycle
|
|
75
|
%
|
|
779
|
|
|
746
|
|
|
4,299,772
|
|
Magic Valley Generating Station
|
|
TRE
|
|
TX
|
|
Combined Cycle
|
|
100
|
%
|
|
682
|
|
|
712
|
|
|
3,238,466
|
|
Brazos Valley Power Plant
|
|
TRE
|
|
TX
|
|
Combined Cycle
|
|
100
|
%
|
|
523
|
|
|
609
|
|
|
3,393,599
|
|
Corpus Christi Energy Center
|
|
TRE
|
|
TX
|
|
Cogen
|
|
100
|
%
|
|
426
|
|
|
500
|
|
|
2,355,305
|
|
Texas City Power Plant
|
|
TRE
|
|
TX
|
|
Cogen
|
|
100
|
%
|
|
400
|
|
|
453
|
|
|
960,200
|
|
Clear Lake Power Plant
(9)
|
|
TRE
|
|
TX
|
|
Cogen
|
|
100
|
%
|
|
344
|
|
|
400
|
|
|
458,386
|
|
Hidalgo Energy Center
|
|
TRE
|
|
TX
|
|
Combined Cycle
|
|
78.5
|
%
|
|
392
|
|
|
374
|
|
|
2,215,602
|
|
Freeport Energy Center
(10)
|
|
TRE
|
|
TX
|
|
Cogen
|
|
100
|
%
|
|
210
|
|
|
236
|
|
|
1,503,967
|
|
Subtotal
|
|
|
|
|
|
|
|
|
|
8,876
|
|
|
9,427
|
|
|
49,376,951
|
|
|
EAST
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bethlehem Energy Center
|
|
RFC
|
|
PA
|
|
Combined Cycle
|
|
100
|
%
|
|
1,047
|
|
|
1,130
|
|
|
5,327,297
|
|
Hay Road Energy Center
|
|
RFC
|
|
DE
|
|
Combined Cycle
|
|
100
|
%
|
|
1,039
|
|
|
1,130
|
|
|
4,236,880
|
|
Morgan Energy Center
|
|
SERC
|
|
AL
|
|
Cogen
|
|
100
|
%
|
|
720
|
|
|
807
|
|
|
4,986,537
|
|
Fore River Energy Center
|
|
NPCC
|
|
MA
|
|
Combined Cycle
|
|
100
|
%
|
|
750
|
|
|
731
|
|
|
3,801,372
|
|
Edge Moor Energy Center
|
|
RFC
|
|
DE
|
|
Steam Cycle
|
|
100
|
%
|
|
—
|
|
|
725
|
|
|
591,150
|
|
Osprey Energy Center
(11)
|
|
FRCC
|
|
FL
|
|
Combined Cycle
|
|
100
|
%
|
|
537
|
|
|
599
|
|
|
2,058,660
|
|
York Energy Center
|
|
RFC
|
|
PA
|
|
Combined Cycle
|
|
100
|
%
|
|
519
|
|
|
565
|
|
|
1,976,923
|
|
Westbrook Energy Center
|
|
NPCC
|
|
ME
|
|
Combined Cycle
|
|
100
|
%
|
|
552
|
|
|
552
|
|
|
1,847,954
|
|
Greenfield Energy Centre
(12)
|
|
NPCC
|
|
ON
|
|
Combined Cycle
|
|
50
|
%
|
|
422
|
|
|
519
|
|
|
1,105,915
|
|
RockGen Energy Center
|
|
MRO
|
|
WI
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
503
|
|
|
142,682
|
|
Zion Energy Center
|
|
RFC
|
|
IL
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
503
|
|
|
132,434
|
|
Mankato Power Plant
|
|
MRO
|
|
MN
|
|
Combined Cycle
|
|
100
|
%
|
|
280
|
|
|
375
|
|
|
460,338
|
|
Garrison Energy Center
|
|
RFC
|
|
DE
|
|
Combined Cycle
|
|
100
|
%
|
|
273
|
|
|
309
|
|
|
527,798
|
|
Pine Bluff Energy Center
|
|
SERC
|
|
AR
|
|
Cogen
|
|
100
|
%
|
|
184
|
|
|
215
|
|
|
1,308,713
|
|
Cumberland Energy Center
|
|
RFC
|
|
NJ
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
191
|
|
|
106,107
|
|
Kennedy International Airport Power Plant
|
|
NPCC
|
|
NY
|
|
Cogen
|
|
100
|
%
|
|
110
|
|
|
121
|
|
|
713,225
|
|
Auburndale Peaking Energy Center
|
|
FRCC
|
|
FL
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
117
|
|
|
49,643
|
|
Sherman Avenue Energy Center
|
|
RFC
|
|
NJ
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
92
|
|
|
37,385
|
|
Bethpage Energy Center 3
|
|
NPCC
|
|
NY
|
|
Combined Cycle
|
|
100
|
%
|
|
60
|
|
|
80
|
|
|
331,488
|
|
Carll
’
s Corner Energy Center
|
|
RFC
|
|
NJ
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
73
|
|
|
15,300
|
|
Mickleton Energy Center
|
|
RFC
|
|
NJ
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
67
|
|
|
3,277
|
|
Bethpage Power Plant
|
|
NPCC
|
|
NY
|
|
Combined Cycle
|
|
100
|
%
|
|
55
|
|
|
56
|
|
|
323,968
|
|
Christiana Energy Center
|
|
RFC
|
|
DE
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
53
|
|
|
1,084
|
|
Bethpage Peaker
|
|
NPCC
|
|
NY
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
48
|
|
|
168,412
|
|
Stony Brook Power Plant
|
|
NPCC
|
|
NY
|
|
Cogen
|
|
100
|
%
|
|
45
|
|
|
47
|
|
|
277,882
|
|
Tasley Energy Center
|
|
RFC
|
|
VA
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
33
|
|
|
2,433
|
|
Whitby Cogeneration
(13)
|
|
NPCC
|
|
ON
|
|
Cogen
|
|
50
|
%
|
|
25
|
|
|
25
|
|
|
204,284
|
|
Delaware City Energy Center
|
|
RFC
|
|
DE
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
23
|
|
|
90
|
|
West Energy Center
|
|
RFC
|
|
DE
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
20
|
|
|
104
|
|
SEGMENT / Power Plant
|
|
NERC
Region
|
|
U.S. State or
Canadian
Province
|
|
Technology
|
|
Calpine
Interest
Percentage
|
|
Calpine Net
Interest
Baseload
(MW)
(1)(3)
|
|
Calpine Net
Interest
With Peaking
(MW)
(2)(3)
|
|
2015
Total MWh
Generated
(4)
|
||||
Bayview Energy Center
|
|
RFC
|
|
VA
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
12
|
|
|
4,592
|
|
Crisfield Energy Center
|
|
RFC
|
|
MD
|
|
Simple Cycle
|
|
100
|
%
|
|
—
|
|
|
10
|
|
|
1,542
|
|
Vineland Solar Energy Center
|
|
RFC
|
|
NJ
|
|
Renewable
|
|
100
|
%
|
|
—
|
|
|
4
|
|
|
5,400
|
|
Subtotal
|
|
|
|
|
|
|
|
|
|
6,618
|
|
|
9,735
|
|
|
30,750,869
|
|
|
Total operating power plants
|
|
82
|
|
|
|
|
|
|
|
21,976
|
|
|
26,587
|
|
|
114,823,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Power plants retired or returned to owner during 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||
Greenleaf 1 Power Plant
|
|
WECC
|
|
CA
|
|
Combined Cycle
|
|
100%
|
|
|
n/a
|
|
|
n/a
|
|
|
18,720
|
|
Greenleaf 2 Power Plant
|
|
WECC
|
|
CA
|
|
Cogen
|
|
100%
|
|
|
n/a
|
|
|
n/a
|
|
|
104,210
|
|
Middle Energy Center
|
|
RFC
|
|
NJ
|
|
Simple Cycle
|
|
100%
|
|
|
n/a
|
|
|
n/a
|
|
|
85
|
|
Missouri Avenue Energy Center
|
|
RFC
|
|
NJ
|
|
Simple Cycle
|
|
100%
|
|
|
n/a
|
|
|
n/a
|
|
|
209
|
|
Cedar Energy Center
|
|
RFC
|
|
NJ
|
|
Simple Cycle
|
|
100%
|
|
|
n/a
|
|
|
n/a
|
|
|
26
|
|
Bear Canyon
|
|
WECC
|
|
CA
|
|
Renewable
|
|
100%
|
|
|
n/a
|
|
|
n/a
|
|
|
17,314
|
|
Subtotal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140,564
|
|
|||
Total operating, retired and returned to owner power plants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114,963,949
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Projects Under Construction and Advanced Development
|
||||||||||||||||||
Projects Under Construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
York 2 Energy Center
(14)
|
|
RFC
|
|
PA
|
|
Combined Cycle
|
|
100
|
%
|
|
668
|
|
|
760
|
|
|
n/a
|
|
Projects Under Advanced Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Guadalupe Peaking Energy Center
|
|
TRE
|
|
TX
|
|
Combined Cycle
|
|
100
|
%
|
|
—
|
|
|
418
|
|
|
n/a
|
|
Mankato Power Plant Expansion
|
|
MRO
|
|
MN
|
|
Combined Cycle
|
|
100
|
%
|
|
280
|
|
|
345
|
|
|
n/a
|
|
Total operating power plants and projects
|
|
|
|
|
|
|
|
|
|
22,924
|
|
|
28,110
|
|
|
|
(1)
|
Natural gas-fired fleet capacities are generally derived on as-built as-designed outputs, including upgrades, based on site specific annual average temperatures and average process steam flows for cogeneration power plants, as applicable. Geothermal capacities are derived from historical generation output and steam reservoir modeling under average ambient conditions (temperatures and rainfall).
|
(2)
|
Natural gas-fired fleet peaking capacities are primarily derived on as-built as-designed peaking outputs based on site specific average summer temperatures and include power enhancement features such as heat recovery steam generator duct-firing, gas turbine power augmentation, and/or other power augmentation features. For certain power plants with definitive contracts, capacities at contract conditions have been included. Oil-fired capacities reflect capacity test results.
|
(3)
|
These outputs do not factor in the typical MW loss and recovery profiles over time, which natural gas-fired turbine power plants display associated with their planned major maintenance schedules.
|
(4)
|
MWh generation is shown here as our net operating interest.
|
(5)
|
These geothermal power plants were impacted by a wildfire in September 2015.
|
(6)
|
We intend to suspend operations at our Sutter Energy Center for 2016 to assess the future of the facility.
|
(7)
|
South Point Unit 2 experienced a combustion turbine outage in the Fall of 2015 and we are currently evaluating the timing of repairs.
|
(8)
|
Pasadena is comprised of 260 MW of cogen technology and 521 MW of combined cycle (non-cogen) technology.
|
(9)
|
We suspended operations on one of the units at our Clear Lake Power Plant which reduced the baseload and peaking operating capacities by 102 MW and 92 MW, respectively. However, this unit can be restored at our discretion based on market conditions.
|
(10)
|
Freeport Energy Center is owned by Calpine; however, it is contracted and operated by The Dow Chemical Company.
|
(11)
|
We have entered into an asset sale agreement with Duke Energy Florida, Inc. for the sale of Osprey Energy Center in January 2017.
|
(12)
|
Calpine holds a 50% partnership interest in Greenfield LP through its subsidiaries; however, it is operated by a third party.
|
(13)
|
Calpine holds a 50% partnership interest in Whitby Cogeneration through its subsidiaries; however, it is operated by Atlantic Packaging Products Ltd.
|
(14)
|
PJM has completed the interconnection study process for an additional 68 MW of planned capacity at the York 2 Energy Center and this incremental capacity cleared the 2018/2019 base residual auction.
|
|
|
Air Pollutant Emission Rates —
Pounds of Pollutant Emitted
Per MWh of Power Generated
|
||||
Air Pollutants
|
|
Average U.S. Coal-, Oil-,
and Natural Gas-Fired
Power Plant
(1)
|
|
Calpine
Natural Gas-Fired,
Combined-Cycle
Power Plant
(2)
|
|
Advantage Compared to
Average U.S. Coal-, Oil-,
and Natural Gas-Fired
Power Plant
|
Nitrogen Oxides, NOx
|
|
1.77
|
|
0.124
|
|
93.0%
|
Acid rain, smog and fine particulate formation
|
|
|
|
|
|
|
Sulfur Dioxide, SO
2
|
|
2.93
|
|
0.0053
|
|
99.8%
|
Acid rain and fine particulate formation
|
|
|
|
|
|
|
Mercury Compounds
(3)
|
|
0.00002
|
|
—
|
|
100%
|
Neurotoxin
|
|
|
|
|
|
|
Carbon Dioxide, CO
2
|
|
1,761
|
|
860
|
|
51.2%
|
Principal GHG—contributor to climate change
|
|
|
|
|
|
|
(1)
|
The average U.S. coal-, oil- and natural gas-fired power plants’ emission rates were obtained from the U.S. Department of Energy’s Electric Power Annual Report for 2013. Emission rates are based on 2013 emissions and net generation. The U.S. Department of Energy has not yet released 2014 information.
|
(2)
|
Our natural gas-fired, combined-cycle power plant estimated emission rates are based on our 2013 emissions and power generation data from our natural gas-fired, combined-cycle power plants (excluding combined heat power plants) as measured under the EPA reporting requirements.
|
(3)
|
The U.S. coal-, oil- and natural gas-fired power plant air emissions of mercury compounds were obtained from the EPA Toxics Release Inventory for 2013. Emission rates are based on 2013 emissions and net generation from U.S. Department of Energy’s Electric Power Annual Report for 2013.
|
•
|
We receive and inject an average of approximately 12 million gallons of reclaimed water per day into the geothermal steam reservoir at The Geysers where the water is naturally heated by the Earth, creating additional steam to fuel our Geysers Assets. Approximately 11 million gallons per day are received from the Santa Rosa Geysers Recharge Project, which we developed jointly with the City of Santa Rosa, and we receive, on average, approximately one million gallons a day from The Lake County Recharge Project from Lake County.
|
•
|
In our combined-cycle power plants, we use mechanical draft cooling towers, which use up to 90% less water than conventional once-through cooling systems.
|
•
|
Three of our power plants (Sutter Energy Center, Otay Mesa Energy Center and Fore River Energy Center) employ air cooled condensers for cooling, consuming virtually no water for cooling.
|
•
|
In 12 of our operating natural gas-fired power plants equipped with cooling towers, we reuse treated water from municipal treatment systems for cooling. By reusing water in these cooling towers, we avoid the usage of as much as 36 million gallons per day of valuable surface and/or groundwater for cooling.
|
Item 1A.
|
Risk Factors
|
•
|
increases and decreases in generation capacity in our markets, including the addition of new supplies of power as a result of the development of new power plants, expansion of existing power plants or additional transmission capacity;
|
•
|
changes in power transmission or fuel transportation capacity constraints or inefficiencies;
|
•
|
power supply disruptions, including power plant outages and transmission disruptions;
|
•
|
weather conditions, particularly unusually mild summers or warm winters in our market areas;
|
•
|
quarterly and seasonal fluctuations;
|
•
|
an economic downturn which could negatively impact demand for power;
|
•
|
changes in the supply of commodities, including but not limited to coal, natural gas and fuel oil;
|
•
|
changes in the demand for power or in patterns of power usage, including the potential development of demand-side management tools and practices;
|
•
|
development of new fuels or new technologies for the production or storage of power;
|
•
|
federal and state regulations and actions of the ISOs;
|
•
|
federal and state power, market and environmental regulation and legislation, including mandating an RPS or creating financial incentives, each resulting in new renewable energy generation capacity creating oversupply;
|
•
|
changes in prices related to RECs and other environmental allowance products; and
|
•
|
changes in capacity prices and capacity markets.
|
•
|
rate caps, price limitations and bidding rules imposed by ISOs, RTOs and other market regulators that may impair our ability to recover our costs and limit our return on our capital investments;
|
•
|
regulations promulgated by the FERC and the CFTC;
|
•
|
sufficient liquidity in the forward commodity markets to conduct our hedging activities;
|
•
|
some of our competitors (mainly utilities) receive entitlement-guaranteed rates of return on their capital investments, with returns that exceed market returns and may impact our ability to sell our power at economical rates;
|
•
|
structure and operating characteristics of our capacity markets such as our PJM capacity auctions and our NYISO markets; and
|
•
|
regulations and market rules related to our RECs.
|
•
|
the cessation or abandonment of the development, construction, maintenance or operation of a power plant;
|
•
|
failure of a power plant to achieve construction milestones or commercial operation by agreed-upon deadlines;
|
•
|
failure of a power plant to achieve certain output or efficiency minimums;
|
•
|
our failure to make any of the payments owed to the counterparty or to establish, maintain, restore, extend the term of or increase any required collateral;
|
•
|
failure of a power plant to obtain material permits and regulatory approvals by agreed-upon deadlines;
|
•
|
a material breach of a representation or warranty or our failure to observe, comply with or perform any other material obligation under the contract; or
|
•
|
events of liquidation, dissolution, insolvency or bankruptcy.
|
•
|
necessary power generation equipment;
|
•
|
governmental permits and approvals including environmental permits and approvals;
|
•
|
fuel supply and transportation agreements;
|
•
|
sufficient equity capital and debt financing;
|
•
|
power transmission agreements;
|
•
|
water supply and wastewater discharge agreements or permits; and
|
•
|
site agreements and construction contracts.
|
•
|
transportation may be unavailable if pipeline infrastructure is damaged or disabled;
|
•
|
pipeline tariff changes may adversely affect our ability to, or cost to, deliver natural gas and fuel oil supply;
|
•
|
third-party suppliers may default on natural gas supply obligations, and we may be unable to replace supplies currently under contract;
|
•
|
market liquidity for physical natural gas and fuel oil or availability of natural gas and fuel oil services (e.g. storage) may be insufficient or available only at prices that are not acceptable to us;
|
•
|
natural gas and fuel oil quality variation may adversely affect our power plant operations;
|
•
|
our natural gas and fuel oil operations capability may be compromised due to various events such as natural disaster, loss of key personnel or loss of critical infrastructure;
|
•
|
fuel supplies diverted to residential heating for humanitarian reasons; and
|
•
|
any other reasons.
|
•
|
the heat content of the extractable steam or fluids;
|
•
|
the geology of the reservoir;
|
•
|
the total amount of recoverable reserves;
|
•
|
operating expenses relating to the extraction of steam or fluids;
|
•
|
price levels relating to the extraction of steam, fluids or power generated; and
|
•
|
capital expenditure requirements relating primarily to the drilling of new wells.
|
•
|
limiting our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, potential growth or other purposes;
|
•
|
limiting our ability to use operating cash flows in other areas of our business because we must dedicate a substantial portion of these funds to service our debt;
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
limiting our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in governmental regulation;
|
•
|
limiting our ability or increasing the costs to refinance indebtedness or to repurchase equity issued by certain of our subsidiaries to third parties; and
|
•
|
limiting our ability to enter into marketing, hedging and optimization activities by reducing the number of counterparties with whom we can transact as well as the volume and type of those transactions.
|
•
|
low credit ratings may prevent us from obtaining any material amount of additional debt financing;
|
•
|
conditions in energy commodity markets;
|
•
|
regulatory developments;
|
•
|
credit availability from banks or other lenders for us and our industry peers;
|
•
|
investor confidence in the industry and in us;
|
•
|
the continued reliable operation of our current power plants; and
|
•
|
provisions of tax, regulatory and securities laws that are conducive to raising capital.
|
•
|
incur or guarantee additional first lien indebtedness up to certain consolidated net tangible asset ratios;
|
•
|
enter into certain types of commodity hedge agreements that can be secured by first lien collateral;
|
•
|
enter into sale and leaseback transactions;
|
•
|
make certain investments;
|
•
|
create or incur liens;
|
•
|
consolidate or merge with or transfer all or substantially all of our assets to another entity, or allow substantially all of our subsidiaries to do so;
|
•
|
lease, transfer or sell assets and use proceeds of permitted asset leases, transfers or sales;
|
•
|
engage in certain business activities; and
|
•
|
enter into certain transactions with our affiliates.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
|
|
Low
|
||||
2015
|
|
|
|
||||
First Quarter
|
$
|
22.89
|
|
|
$
|
20.16
|
|
Second Quarter
|
23.51
|
|
|
17.66
|
|
||
Third Quarter
|
19.73
|
|
|
14.09
|
|
||
Fourth Quarter
|
16.60
|
|
|
11.75
|
|
||
2014
|
|
|
|
||||
First Quarter
|
$
|
21.06
|
|
|
$
|
18.46
|
|
Second Quarter
|
24.24
|
|
|
20.48
|
|
||
Third Quarter
|
24.04
|
|
|
21.27
|
|
||
Fourth Quarter
|
24.37
|
|
|
19.60
|
|
Period
|
|
(a)
Total Number of
Shares Purchased
(1)
|
|
(b)
Average Price
Paid Per Share
|
|
(c)
Total Number of
Shares Purchased
as Part of
Publicly Announced
Plans or Programs
(2)
|
|
(d)
Maximum Dollar Value of Shares That May
Yet Be Purchased
Under the Plans or
Programs (in millions)
|
||||||
October
|
|
1,164,587
|
|
|
$
|
16.14
|
|
|
1,163,520
|
|
|
$
|
307
|
|
November
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
307
|
|
December
|
|
93,743
|
|
|
$
|
14.45
|
|
|
—
|
|
|
$
|
307
|
|
Total
|
|
1,258,330
|
|
|
$
|
16.01
|
|
|
1,163,520
|
|
|
$
|
307
|
|
(1)
|
To satisfy tax withholding obligations associated with the vesting of restricted stock awarded to employees during the fourth quarter of 2015, we withheld a total of 94,810 shares that are included in the total number of shares purchased.
|
(2)
|
In November 2014, our Board of Directors authorized an increase in the total authorization of our multi-year share repurchase program to $1.0 billion. There is no expiration date on the repurchase authorization and the amount and timing of future share repurchases, if any, will be determined as market and business conditions warrant. During 2015, we repurchased a total of
26.6 million
shares of our common stock for approximately $
529 million
at an average price of $
19.87
per share under this program.
|
Company / Index
|
|
December 31,
2010 |
|
December 31,
2011 |
|
December 31,
2012 |
|
December 31,
2013 |
|
December 31,
2014 |
|
December 31,
2015
|
||||||||||||
Calpine Corporation
|
|
$
|
100.00
|
|
|
$
|
122.41
|
|
|
$
|
135.91
|
|
|
$
|
146.25
|
|
|
$
|
165.89
|
|
|
$
|
108.47
|
|
S&P 500 Index
|
|
100.00
|
|
|
102.11
|
|
|
118.44
|
|
|
156.79
|
|
|
178.25
|
|
|
180.72
|
|
||||||
S&P Utilities Index
|
|
100.00
|
|
|
119.93
|
|
|
121.47
|
|
|
137.51
|
|
|
177.36
|
|
|
168.77
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||
Statement of Operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
6,472
|
|
|
$
|
8,030
|
|
|
$
|
6,301
|
|
|
$
|
5,478
|
|
|
$
|
6,800
|
|
Net income (loss) attributable to Calpine
|
$
|
235
|
|
|
$
|
946
|
|
|
$
|
14
|
|
|
$
|
199
|
|
|
$
|
(190
|
)
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per common share attributable to Calpine
|
$
|
0.65
|
|
|
$
|
2.34
|
|
|
$
|
0.03
|
|
|
$
|
0.43
|
|
|
$
|
(0.39
|
)
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per common share attributable to Calpine
|
$
|
0.64
|
|
|
$
|
2.31
|
|
|
$
|
0.03
|
|
|
$
|
0.42
|
|
|
$
|
(0.39
|
)
|
Balance Sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
18,833
|
|
|
$
|
18,378
|
|
|
$
|
16,559
|
|
|
$
|
16,549
|
|
|
$
|
17,371
|
|
Short-term debt and capital lease obligations
|
$
|
221
|
|
|
$
|
199
|
|
|
$
|
204
|
|
|
$
|
115
|
|
|
$
|
104
|
|
Long-term debt and capital lease obligations
|
$
|
11,868
|
|
|
$
|
11,083
|
|
|
$
|
10,908
|
|
|
$
|
10,635
|
|
|
$
|
10,321
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operation
s
|
•
|
During 2015, our employees achieved a total recordable incident rate of 0.73 recordable injuries per 100 employees which places us in the first quartile performance for power generation companies with 1,000 or more employees.
|
•
|
Our entire fleet achieved a forced outage factor of 2.3% and a starting reliability of 98.3% during the year ended December 31, 2015.
|
•
|
During 2015, our outage services subsidiary completed 15 major inspections and nine hot gas path inspections.
|
•
|
For the past 15 years on average, our Geysers Assets have reliably generated approximately six million MWh of renewable power per year.
|
•
|
In June 2015, our Garrison Energy Center commenced commercial operations, bringing online approximately 309 MW of combined-cycle, natural gas-fired capacity with dual-fuel capability.
|
•
|
During the second quarter of 2015, we began construction of our 760 MW York 2 Energy Center and expect commercial operations to commence during the second quarter of 2017.
|
•
|
In July 2015, the sale of our Osprey Energy Center to Duke Energy Florida, Inc. for approximately $166 million, excluding working capital and other adjustments, was approved by the FERC and the Florida Public Service Commission. In accordance with the asset sale agreement, the sale will be consummated in January 2017 upon the conclusion of a 27-month PPA. This sale represents a strategic disposition of a power plant in a wholesale power market dominated by regulated utilities.
|
•
|
On October 1, 2015, we acquired Champion Energy for approximately $240 million, excluding working capital adjustments. The addition of this well-established retail sales organization is consistent with our stated goal of getting closer to our end-use customers and provides us a valuable sales channel for directly reaching a much greater portion of the load we seek to serve.
|
•
|
On February 5, 2016, we completed the purchase of Granite Ridge Energy Center, a power plant with a nameplate capacity of
745
MW (summer peaking capacity of
695
MW), for approximately $500 million, excluding working capital adjustments. The addition of this modern, efficient, natural gas-fired, combined-cycle power plant will increase capacity in our East segment, specifically the constrained New England market.
|
•
|
Garrison Energy Center —
We are in the early stages of development of a second phase of the Garrison Energy Center that will add approximately 430 MW of dual-fuel, combined-cycle capacity to our existing Garrison Energy Center. PJM has completed its feasibility study of the project and the system impact study is underway.
|
•
|
York 2 Energy Center —
York 2 Energy Center is a 760 MW dual-fuel, combined-cycle project that will be co-located with our York Energy Center in Peach Bottom Township, Pennsylvania. Once complete, the power plant will feature two combustion turbines, two heat recovery steam generators and one steam turbine. The project’s capacity cleared PJM’s 2017/2018 and 2018/2019 base residual auctions. The project is now under construction, and we expect COD during the second quarter of 2017. PJM has completed the interconnection study process for an additional 68 MW of planned capacity at the York 2 Energy Center. This incremental 68 MW of planned capacity cleared the 2018/2019 base residual auction.
|
•
|
Guadalupe Peaking Energy Center —
I
n April 2015, we executed an agreement with Guadalupe Valley Electric Cooperative (“GVEC”) that will facilitate the construction of a 418 MW natural gas-fired peaking power plant to be co-located with our Guadalupe Energy Center. Under the terms of the agreement, construction of the Guadalupe Peaking Energy Center (“GPEC”) may commence at our discretion, so long as the power plant reaches COD by June 1, 2019. When the power plant begins commercial operation, GVEC will purchase a 50% ownership interest in GPEC. Once built, GPEC will feature two fast-ramping combustion turbines capable of responding to peaks in power demand. This project represents a mutually beneficial response to our customer’s desire to have direct access to peaking generation resources, as it leverages the benefits of our existing site and development rights and our construction and operating expertise, as well as our customer’s ability to fund its investment at attractive rates, all while affording us the flexibility of timing the plant’s construction in response to market pricing signals.
|
•
|
Mankato Power Plant Expansion —
By order dated February 5, 2015, the Minnesota Public Utilities Commission concluded a competitive resource acquisition proceeding and selected a 345 MW expansion of our Mankato Power Plant, authorizing execution of a 20-year PPA between Calpine and Xcel Energy. The PPA was executed in April 2015 and remains subject to approval by the North Dakota Public Service Commission. Commercial operation of the expanded capacity may commence as early as 2019, subject to requisite regulatory approvals and applicable contract conditions.
|
•
|
PJM and ISO-NE Development Opportunities —
We are currently evaluating opportunities to develop additional projects in the PJM and ISO-NE market areas that feature cost advantages such as existing infrastructure and favorable transmission queue positions. These projects are continuing to advance entitlements (such as permits, zoning and transmission) for their potential future development when economical.
|
•
|
Turbine Modernization
—
We continue to move forward with our turbine modernization program. Through
December 31, 2015
, we have completed the upgrade of 13 Siemens and eight GE turbines totaling approximately 210 MW and have committed to upgrade three additional turbines. In addition, we have begun a program to update our dual-fueled turbines at certain of our power plants in our East segment.
|
•
|
In 2015, Champion Energy, our retail electric provider, served approximately 22 million MWh of customer load consisting of approximately 2.1 million annualized residential customer equivalents at December 31, 2015, concentrated in Texas, the Northeast and Mid-Atlantic where Calpine has a substantial power generation presence.
|
•
|
We entered into a new PPA with Marin Clean Energy to provide up to 65 MW of power from our Delta Energy Center and other northern California power plants commencing in April 2015 and extending through December 2017.
|
•
|
Our ten-year PPA with Southern California Edison for 225 MW of capacity and renewable energy from our Geysers Assets commencing in June 2017 was approved by the CPUC in the first quarter of 2015.
|
•
|
We entered into a new ten-year PPA with Southern California Edison for 50 MW of capacity and renewable energy from our Geysers Assets commencing in January 2018. The PPA remains subject to approval by the CPUC.
|
•
|
We entered into a new one-year resource adequacy contract with SCE for 238 MW from our Pastoria Energy Center commencing in January 2018.
|
•
|
We entered into a new three-year PPA with the San Francisco Public Utilities Commission to provide, on average, approximately 43 MW of energy and renewable energy annually commencing in May 2016.
|
•
|
We entered into a new three-year PPA with Brazos Electric Power Cooperative to provide 300 MW of energy from our Texas power plant fleet commencing in January 2016.
|
•
|
We entered into a new three-year PPA with Pedernales Electric Cooperative to provide approximately 140 MW of energy from our Texas power plant fleet commencing in January 2017.
|
•
|
We entered into a new two-year PPA with Guadalupe Valley Electric Cooperative to provide approximately 270 MW of energy from our Texas power plant fleet commencing in June 2017. The execution of this PPA will facilitate the construction of a 418 MW natural gas-fired peaking power plant to be co-located with our Guadalupe Energy Center.
|
•
|
We extended our existing PPA with the South Texas Electric Cooperative to supply the Magic Valley Electric Cooperative’s full load requirements for ten years beyond 2021. Magic Valley Electric Cooperative’s peak summer load in 2015 was 490 MW.
|
•
|
We entered into a new 20-year PPA with Xcel Energy to provide up to 345 MW of capacity and energy from our Mankato Power Plant expansion when commercial operations commence and transmission-related upgrades have been completed.
|
•
|
We entered into a new ten-year PPA with the Tennessee Valley Authority to provide 615 MW of energy and capacity from our Morgan Energy Center commencing in February 2016.
|
•
|
Provided leadership in stakeholder processes at PJM on a new “Capacity Performance” product and at ISO-NE on its Pay-For-Performance initiatives, resulting in implementation of the FERC approved PJM Capacity Performance product and ISO-NE Pay-For-Performance capacity structure.
|
•
|
Our employees participated as invited panelists at FERC technical conferences regarding price formation and “out-of-market payments” in organized markets.
|
•
|
Successfully navigated a competitive generation supply bidding process in Florida, resulting in a contract for the acquisition of our Osprey Energy Center rather than a utility self-build as the most cost effective alternative for Florida ratepayers.
|
•
|
Successfully advocated for a competitive generation supply bidding process in Minnesota and succeeded in obtaining an order requiring the local utility to enter into a long-term PPA for new additional capacity at our Mankato Power Plant.
|
•
|
Provided leadership in the successful legal challenges against New Jersey for discriminatory behavior affecting FERC jurisdictional capacity auctions, resulting in a decision by the U.S. Circuit Court of Appeals for the Third Circuit striking New Jersey’s action as being in violation of U.S. law. Petitions for certiorari were filed with the U.S. Supreme Court, asking for review of the Third Circuit’s decision. In October 2015, the U.S. Supreme Court granted certiorari but has not scheduled the case for oral argument.
|
•
|
Successfully advocated against proposed legislation in California requiring investor owned utilities to contract for 500 MW of new geothermal resources that would have discriminated against our existing geothermal fleet.
|
•
|
Filed a brief with the D.C. Circuit supporting the EPA’s MATS rules which were upheld by the Court.
|
•
|
Filed a brief with the U.S. Supreme Court supporting the EPA’s CSAPR rules which were upheld by the Court in a decision citing our brief.
|
•
|
Filed a brief with the U.S. Supreme Court supporting the EPA’s GHG air permit rules which were upheld in part by the Court citing our brief in its opinion.
|
•
|
Filed a brief with the D.C. Circuit supporting the EPA’s opposition to motions for stay of the Clean Power Plan; the D.C. Circuit denied the motions.
|
•
|
We continued to return capital to our shareholders in the form of share repurchases, having cumulatively repurchased approximately $2.8 billion or 29% of our previously outstanding shares as of the filing of this Report.
|
•
|
Specifically during 2015, we repurchased a total of
26.6 million
shares of our outstanding common stock for approximately $
529 million
at an average price of $
19.87
per share.
|
•
|
In February 2015, we issued
$650 million
in aggregate principal amount of
5.5%
senior unsecured notes due 2024 in a public offering and used the net proceeds to replenish cash on hand used for the acquisition of Fore River Energy Center in the fourth quarter of 2014, to repurchase approximately
$147 million
of our 2023 First Lien Notes and for general corporate purposes.
|
•
|
In May 2015, we repaid our 2018 First Lien Term Loans with the proceeds from the 2022 First Lien Term Loan which extended the maturity and reduced the interest rate on approximately $1.6 billion of corporate debt.
|
•
|
In November 2015, we refinanced and upsized our Steamboat project debt which lowered the interest rate and extended the maturity by two years to November 22, 2019.
|
•
|
In December 2015, we used cash on hand to redeem 10% of the original aggregate principal amount of our 2023 First Lien Notes, plus accrued and unpaid interest.
|
•
|
In December 2015, we entered into our 2023 First Lien Term Loan and will use the proceeds to fund a portion of the purchase price for the Granite Ridge Energy Center, to repay project and corporate debt and for general corporate purposes.
|
•
|
In December 2015, we entered into an agreement with one of the two lessors of our Pasadena Power Plant to purchase their 50% interest, which will result in a reduction of our project debt of approximately $50 million. The transaction is expected to close during the second quarter of 2016.
|
•
|
On February 8, 2016, we amended our Corporate Revolving Facility, extending the maturity by two years to June 27, 2020, and increasing the capacity by an additional $178 million to $1,678 million through June 27, 2018, reverting back to $1,520 million through the maturity date. Further, we increased the letter of credit sublimit by $250 million to $1.0 billion and extended the maturity by two years to June 27, 2020.
|
|
2015
|
|
2014
|
|
Change
|
|
% Change
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|||||||
Commodity revenue
|
$
|
6,389
|
|
|
$
|
7,595
|
|
|
$
|
(1,206
|
)
|
|
(16
|
)
|
Mark-to-market gain
|
65
|
|
|
419
|
|
|
(354
|
)
|
|
(84
|
)
|
|||
Other revenue
|
18
|
|
|
16
|
|
|
2
|
|
|
13
|
|
|||
Operating revenues
|
6,472
|
|
|
8,030
|
|
|
(1,558
|
)
|
|
(19
|
)
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Fuel and purchased energy expense:
|
|
|
|
|
|
|
|
|||||||
Commodity expense
|
3,589
|
|
|
4,815
|
|
|
1,226
|
|
|
25
|
|
|||
Mark-to-market loss
|
178
|
|
|
77
|
|
|
(101
|
)
|
|
#
|
|
|||
Fuel and purchased energy expense
|
3,767
|
|
|
4,892
|
|
|
1,125
|
|
|
23
|
|
|||
Plant operating expense
|
1,018
|
|
|
969
|
|
|
(49
|
)
|
|
(5
|
)
|
|||
Depreciation and amortization expense
|
638
|
|
|
603
|
|
|
(35
|
)
|
|
(6
|
)
|
|||
Sales, general and other administrative expense
|
138
|
|
|
144
|
|
|
6
|
|
|
4
|
|
|||
Other operating expenses
|
80
|
|
|
88
|
|
|
8
|
|
|
9
|
|
|||
Total operating expenses
|
5,641
|
|
|
6,696
|
|
|
1,055
|
|
|
16
|
|
|||
Impairment losses
|
—
|
|
|
123
|
|
|
123
|
|
|
#
|
|
|||
(Gain) on sale of assets, net
|
—
|
|
|
(753
|
)
|
|
(753
|
)
|
|
#
|
|
|||
(Income) from unconsolidated investments in power plants
|
(24
|
)
|
|
(25
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|||
Income from operations
|
855
|
|
|
1,989
|
|
|
(1,134
|
)
|
|
(57
|
)
|
|||
Interest expense
|
628
|
|
|
645
|
|
|
17
|
|
|
3
|
|
|||
Interest (income)
|
(4
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|
(33
|
)
|
|||
Debt modification and extinguishment costs
|
40
|
|
|
346
|
|
|
306
|
|
|
88
|
|
|||
Other (income) expense, net
|
18
|
|
|
21
|
|
|
3
|
|
|
14
|
|
|||
Income before income taxes
|
173
|
|
|
983
|
|
|
(810
|
)
|
|
(82
|
)
|
|||
Income tax expense (benefit)
|
(76
|
)
|
|
22
|
|
|
98
|
|
|
#
|
|
|||
Net income
|
249
|
|
|
961
|
|
|
(712
|
)
|
|
(74
|
)
|
|||
Net income attributable to the noncontrolling interest
|
(14
|
)
|
|
(15
|
)
|
|
1
|
|
|
7
|
|
|||
Net income attributable to Calpine
|
$
|
235
|
|
|
$
|
946
|
|
|
$
|
(711
|
)
|
|
(75
|
)
|
|
2015
|
|
2014
|
|
Change
|
|
% Change
|
||||
Operating Performance Metrics:
|
|
|
|
|
|
|
|
||||
MWh generated (in thousands)
(1)
|
112,150
|
|
|
100,617
|
|
|
11,533
|
|
|
11
|
|
Average availability
|
89.2
|
%
|
|
90.7
|
%
|
|
(1.5
|
)%
|
|
(2
|
)
|
Average total MW in operation
(1)
|
25,785
|
|
|
26,652
|
|
|
(867
|
)
|
|
(3
|
)
|
Average capacity factor, excluding peakers
|
55.6
|
%
|
|
48.4
|
%
|
|
7.2
|
%
|
|
15
|
|
Steam Adjusted Heat Rate
|
7,306
|
|
|
7,384
|
|
|
78
|
|
|
1
|
|
#
|
Variance of 100% or greater
|
(1)
|
Represents generation and capacity from power plants that we both consolidate and operate. See “— Description of Our Power Plants – Table of Operating Power Plants and Projects Under Construction and Advanced Development” for our total equity generation and capacities.
|
+
|
higher contribution from hedges in our West and East segments and hedging through our retail subsidiary, which more than offset lower on-peak Spark Spreads across all of our segments, excluding the impact of the polar vortex events experienced during the first quarter of 2014 and
|
+
|
higher generation from our power plants in Texas and the East resulting from lower natural gas prices that drove lower system-wide coal-fired generation from our competitors, partially offset by
|
–
|
a significant decrease in power and natural gas prices in our East segment in the first quarter of 2015 compared to the prior year period, given the unusually high price levels experienced during the polar vortex events in the first quarter of 2014,
|
–
|
the net year-over-year impact of our portfolio management activities, including the sale of six power plants with a total capacity of 3,498 MW in our East segment in July 2014, the acquisition of our Guadalupe and Fore River Energy Centers in February and November 2014, respectively, the completion of our Deer Park and Channel Energy Center expansions in June 2014 and the commencement of commercial operations at our Garrison Energy Center in June 2015 and
|
–
|
lower regulatory capacity revenue in PJM during the first five months of 2015, partially offset by higher regulatory capacity revenue in PJM during the remaining seven months of 2015.
|
|
2014
|
|
2013
|
|
Change
|
|
% Change
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|||||||
Commodity revenue
|
$
|
7,595
|
|
|
$
|
6,374
|
|
|
$
|
1,221
|
|
|
19
|
|
Mark-to-market gain (loss)
|
419
|
|
|
(86
|
)
|
|
505
|
|
|
#
|
|
|||
Other revenue
|
16
|
|
|
13
|
|
|
3
|
|
|
23
|
|
|||
Operating revenues
|
8,030
|
|
|
6,301
|
|
|
1,729
|
|
|
27
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Fuel and purchased energy expense:
|
|
|
|
|
|
|
|
|||||||
Commodity expense
|
4,815
|
|
|
3,808
|
|
|
(1,007
|
)
|
|
(26
|
)
|
|||
Mark-to-market (gain) loss
|
77
|
|
|
(72
|
)
|
|
(149
|
)
|
|
#
|
|
|||
Fuel and purchased energy expense
|
4,892
|
|
|
3,736
|
|
|
(1,156
|
)
|
|
(31
|
)
|
|||
Plant operating expense
|
969
|
|
|
895
|
|
|
(74
|
)
|
|
(8
|
)
|
|||
Depreciation and amortization expense
|
603
|
|
|
593
|
|
|
(10
|
)
|
|
(2
|
)
|
|||
Sales, general and other administrative expense
|
144
|
|
|
136
|
|
|
(8
|
)
|
|
(6
|
)
|
|||
Other operating expenses
|
88
|
|
|
81
|
|
|
(7
|
)
|
|
(9
|
)
|
|||
Total operating expenses
|
6,696
|
|
|
5,441
|
|
|
(1,255
|
)
|
|
(23
|
)
|
|||
Impairment losses
|
123
|
|
|
16
|
|
|
(107
|
)
|
|
#
|
|
|||
(Gain) on sale of assets, net
|
(753
|
)
|
|
—
|
|
|
753
|
|
|
#
|
|
|||
(Income) from unconsolidated investments in power plants
|
(25
|
)
|
|
(30
|
)
|
|
(5
|
)
|
|
(17
|
)
|
|||
Income from operations
|
1,989
|
|
|
874
|
|
|
1,115
|
|
|
#
|
|
|||
Interest expense
|
645
|
|
|
696
|
|
|
51
|
|
|
7
|
|
|||
Interest (income)
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|||
Debt extinguishment costs
|
346
|
|
|
144
|
|
|
(202
|
)
|
|
#
|
|
|||
Other (income) expense, net
|
21
|
|
|
20
|
|
|
(1
|
)
|
|
(5
|
)
|
|||
Income before income taxes
|
983
|
|
|
20
|
|
|
963
|
|
|
#
|
|
|||
Income tax expense
|
22
|
|
|
2
|
|
|
(20
|
)
|
|
#
|
|
|||
Net income
|
961
|
|
|
18
|
|
|
943
|
|
|
#
|
|
|||
Net income attributable to the noncontrolling interest
|
(15
|
)
|
|
(4
|
)
|
|
(11
|
)
|
|
#
|
|
|||
Net income attributable to Calpine
|
$
|
946
|
|
|
$
|
14
|
|
|
$
|
932
|
|
|
#
|
|
|
2014
|
|
2013
|
|
Change
|
|
% Change
|
||||
Operating Performance Metrics:
|
|
|
|
|
|
|
|
||||
MWh generated (in thousands)
(1)
|
100,617
|
|
|
101,610
|
|
|
(993
|
)
|
|
(1
|
)
|
Average availability
|
90.7
|
%
|
|
91.7
|
%
|
|
(1.0
|
)%
|
|
(1
|
)
|
Average total MW in operation
(1)
|
26,652
|
|
|
26,854
|
|
|
(202
|
)
|
|
(1
|
)
|
Average capacity factor, excluding peakers
|
48.4
|
%
|
|
48.7
|
%
|
|
(0.3
|
)%
|
|
(1
|
)
|
Steam Adjusted Heat Rate
|
7,384
|
|
|
7,386
|
|
|
2
|
|
|
—
|
|
#
|
Variance of 100% or greater
|
(1)
|
Represents generation and capacity from power plants that we both consolidate and operate. See “— Description of Our Power Plants – Table of Operating Power Plants and Projects Under Construction and Advanced Development” for our total equity generation and capacities.
|
+
|
the net year-over-year impact of our portfolio management activities, including the commencement of commercial operations at our Russell City and Los Esteros power plants during the third quarter of 2013, the acquisition of Guadalupe Energy Center in February 2014, the completion of the expansions of our Deer Park and Channel Energy Centers in June 2014 and the sale of six power plants with a total capacity of 3,498 MW in our East segment in July 2014,
|
+
|
running some of our dual-fueled power plants in the East on fuel oil during the first quarter of 2014 rather than natural gas when the relative cost of consuming fuel oil was lower than natural gas and
|
+
|
stronger market conditions resulting in higher on-peak Spark Spreads in the West during 2014 compared to 2013; partially offset by
|
–
|
the expiration of a tolling contract associated with our Delta Energy Center in December 2013 and a PPA associated with our Osprey Energy Center in May 2014 partially offset by a new PPA associated with our Osprey Energy Center effective in October 2014 and
|
–
|
lower regulatory capacity revenue in PJM during the second half of 2014.
|
West:
|
2015
|
|
2014
|
|
Change
|
|
% Change
|
|||||||
Commodity Margin (in millions)
|
$
|
1,106
|
|
|
$
|
1,050
|
|
|
$
|
56
|
|
|
5
|
|
Commodity Margin per MWh generated
|
$
|
31.75
|
|
|
$
|
30.71
|
|
|
$
|
1.04
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|||||||
MWh generated (in thousands)
|
34,836
|
|
|
34,195
|
|
|
641
|
|
|
2
|
|
|||
Average availability
|
89.2
|
%
|
|
92.9
|
%
|
|
(3.7
|
)%
|
|
(4
|
)
|
|||
Average total MW in operation
|
7,475
|
|
|
7,524
|
|
|
(49
|
)
|
|
(1
|
)
|
|||
Average capacity factor, excluding peakers
|
56.8
|
%
|
|
55.4
|
%
|
|
1.4
|
%
|
|
3
|
|
|||
Steam Adjusted Heat Rate
|
7,320
|
|
|
7,314
|
|
|
(6
|
)
|
|
—
|
|
+
|
higher contribution from hedges,
|
+
|
a 2% increase in generation from our power plants resulting from a decrease in hydroelectric generation in the Pacific Northwest and
|
+
|
higher contractual REC revenues associated with our Geysers Assets resulting from more favorable REC pricing in 2015, partially offset by
|
–
|
lower power prices and on-peak Spark Spreads resulting from lower natural gas prices,
|
–
|
a wildfire in northern California in September 2015 which negatively impacted our Geysers Assets and
|
–
|
the expiration of the operating lease related to the Greenleaf power plants in June 2015.
|
Texas:
|
2015
|
|
2014
|
|
Change
|
|
% Change
|
|||||||
Commodity Margin (in millions)
|
$
|
736
|
|
|
$
|
760
|
|
|
$
|
(24
|
)
|
|
(3
|
)
|
Commodity Margin per MWh generated
|
$
|
15.37
|
|
|
$
|
19.65
|
|
|
$
|
(4.28
|
)
|
|
(22
|
)
|
|
|
|
|
|
|
|
|
|||||||
MWh generated (in thousands)
|
47,873
|
|
|
38,678
|
|
|
9,195
|
|
|
24
|
|
|||
Average availability
|
89.4
|
%
|
|
90.5
|
%
|
|
(1.1
|
)%
|
|
(1
|
)
|
|||
Average total MW in operation
|
9,191
|
|
|
8,856
|
|
|
335
|
|
|
4
|
|
|||
Average capacity factor, excluding peakers
|
59.5
|
%
|
|
49.9
|
%
|
|
9.6
|
%
|
|
19
|
|
|||
Steam Adjusted Heat Rate
|
7,089
|
|
|
7,203
|
|
|
114
|
|
|
2
|
|
–
|
lower contribution from summer hedges partially offset by the positive impact from hedging through our retail subsidiary beginning in the fourth quarter of 2015 and
|
–
|
lower on-peak Spark Spreads despite higher Market Heat Rates resulting from lower natural gas prices, partially offset by
|
+
|
a 24% increase in generation from our power plants resulting from higher off-peak Spark Spreads and lower natural gas prices that drove lower system-wide coal-fired generation from our competitors and
|
+
|
a full year of operation in 2015 of our 1,000 MW Guadalupe Energy Center (which was acquired in February 2014) and our Deer Park and Channel Energy Center expansions (which were completed in June 2014).
|
East:
|
2015
|
|
2014
|
|
Change
|
|
% Change
|
|||||||
Commodity Margin (in millions)
|
$
|
944
|
|
|
$
|
949
|
|
|
$
|
(5
|
)
|
|
(1
|
)
|
Commodity Margin per MWh generated
|
$
|
32.06
|
|
|
$
|
34.21
|
|
|
$
|
(2.15
|
)
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|||||||
MWh generated (in thousands)
|
29,441
|
|
|
27,744
|
|
|
1,697
|
|
|
6
|
|
|||
Average availability
|
89.0
|
%
|
|
89.2
|
%
|
|
(0.2
|
)%
|
|
—
|
|
|||
Average total MW in operation
|
9,119
|
|
|
10,272
|
|
|
(1,153
|
)
|
|
(11
|
)
|
|||
Average capacity factor, excluding peakers
|
48.8
|
%
|
|
40.0
|
%
|
|
8.8
|
%
|
|
22
|
|
|||
Steam Adjusted Heat Rate
|
7,663
|
|
|
7,721
|
|
|
58
|
|
|
1
|
|
+
|
higher contribution from hedges,
|
+
|
a full year of operation in 2015 of our 731 MW Fore River Energy Center which was acquired in November 2014 and the commencement of commercial operations at our 309 MW Garrison Energy Center in June 2015,
|
+
|
a 6% increase in generation from our power plants resulting from lower natural gas prices that drove lower system-wide coal-fired generation from our competitors and
|
+
|
the positive impact of a new contract for our Osprey Energy Center which became effective in the fourth quarter of 2014, partially offset by
|
–
|
a significant decrease in power and natural gas prices in the first quarter of 2015 compared to the prior year period, given the unusually high price levels experienced during the polar vortex events in the first quarter of 2014 and
|
–
|
lower regulatory capacity revenue in PJM during the first five months of 2015, partially offset by higher regulatory capacity revenue in PJM during the remaining seven months of 2015.
|
West:
|
2014
|
|
2013
|
|
Change
|
|
% Change
|
|||||||
Commodity Margin (in millions)
|
$
|
1,050
|
|
|
$
|
1,020
|
|
|
$
|
30
|
|
|
3
|
|
Commodity Margin per MWh generated
|
$
|
30.71
|
|
|
$
|
28.25
|
|
|
$
|
2.46
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|||||||
MWh generated (in thousands)
|
34,195
|
|
|
36,110
|
|
|
(1,915
|
)
|
|
(5
|
)
|
|||
Average availability
|
92.9
|
%
|
|
92.2
|
%
|
|
0.7
|
%
|
|
1
|
|
|||
Average total MW in operation
|
7,524
|
|
|
7,058
|
|
|
466
|
|
|
7
|
|
|||
Average capacity factor, excluding peakers
|
55.4
|
%
|
|
62.6
|
%
|
|
(7.2
|
)%
|
|
(12
|
)
|
|||
Steam Adjusted Heat Rate
|
7,314
|
|
|
7,308
|
|
|
(6
|
)
|
|
—
|
|
+
|
a full year of operation in 2014 of our contracted 464 MW Russell City and 309 MW Los Esteros power plants, which commenced commercial operations in August 2013 and
|
+
|
higher on-peak Spark Spreads resulting from stronger market conditions due to warmer weather and lower hydroelectric generation, partially offset by
|
–
|
the expiration of a tolling contract associated with our Delta Energy Center in December 2013 and
|
–
|
lower contribution from hedges.
|
Texas:
|
2014
|
|
2013
|
|
Change
|
|
% Change
|
|||||||
Commodity Margin (in millions)
|
$
|
760
|
|
|
$
|
632
|
|
|
$
|
128
|
|
|
20
|
|
Commodity Margin per MWh generated
|
$
|
19.65
|
|
|
$
|
18.95
|
|
|
$
|
0.70
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|||||||
MWh generated (in thousands)
|
38,678
|
|
|
33,343
|
|
|
5,335
|
|
|
16
|
|
|||
Average availability
|
90.5
|
%
|
|
89.8
|
%
|
|
0.7
|
%
|
|
1
|
|
|||
Average total MW in operation
|
8,856
|
|
|
7,784
|
|
|
1,072
|
|
|
14
|
|
|||
Average capacity factor, excluding peakers
|
49.9
|
%
|
|
48.9
|
%
|
|
1.0
|
%
|
|
2
|
|
|||
Steam Adjusted Heat Rate
|
7,203
|
|
|
7,198
|
|
|
(5
|
)
|
|
—
|
|
+
|
the acquisition of our 1,000 MW Guadalupe Energy Center on February 26, 2014 and the expansions of our Deer Park and Channel Energy Centers which were completed in June 2014,
|
+
|
stronger market conditions resulting from higher on-peak Spark Spreads during the first quarter of 2014 compared to the same period in 2013 and
|
+
|
higher contribution from hedges.
|
East:
|
2014
|
|
2013
|
|
Change
|
|
% Change
|
|||||||
Commodity Margin (in millions)
|
$
|
949
|
|
|
$
|
916
|
|
|
$
|
33
|
|
|
4
|
|
Commodity Margin per MWh generated
|
$
|
34.21
|
|
|
$
|
28.49
|
|
|
$
|
5.72
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|||||||
MWh generated (in thousands)
|
27,744
|
|
|
32,157
|
|
|
(4,413
|
)
|
|
(14
|
)
|
|||
Average availability
|
89.2
|
%
|
|
93.0
|
%
|
|
(3.8
|
)%
|
|
(4
|
)
|
|||
Average total MW in operation
|
10,272
|
|
|
12,012
|
|
|
(1,740
|
)
|
|
(14
|
)
|
|||
Average capacity factor, excluding peakers
|
40.0
|
%
|
|
38.7
|
%
|
|
1.3
|
%
|
|
3
|
|
|||
Steam Adjusted Heat Rate
|
7,721
|
|
|
7,663
|
|
|
(58
|
)
|
|
(1
|
)
|
+
|
higher margins resulting from stronger market conditions due to colder than normal weather during the first quarter of 2014,
|
+
|
higher Commodity Margin from our dual-fueled plants during the first quarter of 2014 when the relative cost of consuming fuel oil was lower than natural gas and
|
+
|
higher market Spark Spreads realized by our Mid-Atlantic power plants, which benefited from low natural gas prices due to the locational advantage that allows these power plants access to discounted Marcellus natural gas, partially offset by
|
–
|
lower contribution from hedges,
|
–
|
the net effect of the expiration of a previously existing PPA associated with our Osprey Energy Center in May 2014 and a new PPA that began in October 2014 and
|
–
|
lower regulatory capacity revenue in PJM during the second half of 2014.
|
|
2015
|
||||||||||||||||||
|
West
|
|
Texas
|
|
East
|
|
Consolidation
and
Elimination
|
|
Total
|
||||||||||
Net income attributable to Calpine
|
|
|
|
|
|
|
|
|
$
|
235
|
|
||||||||
Net income attributable to the noncontrolling interest
|
|
|
|
|
|
|
|
|
14
|
|
|||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
(76
|
)
|
|||||||||
Debt modification and extinguishment costs and other (income) expense, net
|
|
|
|
|
|
|
|
|
58
|
|
|||||||||
Interest expense, net of interest income
|
|
|
|
|
|
|
|
|
624
|
|
|||||||||
Income from operations
|
$
|
528
|
|
|
$
|
2
|
|
|
$
|
324
|
|
|
$
|
1
|
|
|
$
|
855
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments to reconcile income from operations to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization expense, excluding deferred financing costs
(1)
|
244
|
|
|
204
|
|
|
184
|
|
|
—
|
|
|
632
|
|
|||||
Major maintenance expense
|
86
|
|
|
103
|
|
|
79
|
|
|
—
|
|
|
268
|
|
|||||
Operating lease expense
|
4
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
30
|
|
|||||
Mark-to-market (gain) loss on commodity derivative activity
|
(121
|
)
|
|
147
|
|
|
87
|
|
|
—
|
|
|
113
|
|
|||||
Adjustments to reflect Adjusted EBITDA from unconsolidated investments and exclude the noncontrolling interest
(2)
|
(24
|
)
|
|
—
|
|
|
34
|
|
|
—
|
|
|
10
|
|
|||||
Stock-based compensation expense
|
10
|
|
|
10
|
|
|
6
|
|
|
—
|
|
|
26
|
|
|||||
Loss on dispositions of assets
|
3
|
|
|
9
|
|
|
4
|
|
|
—
|
|
|
16
|
|
|||||
Contract amortization
|
—
|
|
|
4
|
|
|
16
|
|
|
—
|
|
|
20
|
|
|||||
Other
|
5
|
|
|
2
|
|
|
—
|
|
|
(1
|
)
|
|
6
|
|
|||||
Total Adjusted EBITDA
|
$
|
735
|
|
|
$
|
481
|
|
|
$
|
760
|
|
|
$
|
—
|
|
|
$
|
1,976
|
|
|
2014
|
||||||||||||||||||
|
West
|
|
Texas
|
|
East
(3)
|
|
Consolidation
and
Elimination
|
|
Total
|
||||||||||
Net income attributable to Calpine
|
|
|
|
|
|
|
|
|
$
|
946
|
|
||||||||
Net income attributable to the noncontrolling interest
|
|
|
|
|
|
|
|
|
15
|
|
|||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
22
|
|
|||||||||
Debt extinguishment costs and other (income) expense, net
|
|
|
|
|
|
|
|
|
367
|
|
|||||||||
Interest expense, net of interest income
|
|
|
|
|
|
|
|
|
639
|
|
|||||||||
Income from operations
|
$
|
549
|
|
|
$
|
329
|
|
|
$
|
1,111
|
|
|
$
|
—
|
|
|
$
|
1,989
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments to reconcile income from operations to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization expense, excluding deferred financing costs
(1)
|
240
|
|
|
191
|
|
|
167
|
|
|
—
|
|
|
598
|
|
|||||
Major maintenance expense
|
64
|
|
|
91
|
|
|
79
|
|
|
—
|
|
|
234
|
|
|||||
Operating lease expense
|
8
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
34
|
|
|||||
Mark-to-market gain on commodity derivative activity
|
(172
|
)
|
|
(114
|
)
|
|
(56
|
)
|
|
—
|
|
|
(342
|
)
|
|||||
Impairment losses
|
—
|
|
|
—
|
|
|
123
|
|
|
—
|
|
|
123
|
|
|||||
(Gain) on sale of assets, net
|
—
|
|
|
—
|
|
|
(753
|
)
|
|
—
|
|
|
(753
|
)
|
|||||
Adjustments to reflect Adjusted EBITDA from unconsolidated investments and exclude the noncontrolling interest
(2)
|
(24
|
)
|
|
—
|
|
|
29
|
|
|
—
|
|
|
5
|
|
|||||
Stock-based compensation expense
|
12
|
|
|
14
|
|
|
10
|
|
|
—
|
|
|
36
|
|
|||||
Loss on dispositions of assets
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Contract amortization
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
Other
|
—
|
|
|
3
|
|
|
7
|
|
|
—
|
|
|
10
|
|
|||||
Total Adjusted EBITDA
|
$
|
678
|
|
|
$
|
514
|
|
|
$
|
757
|
|
|
$
|
—
|
|
|
$
|
1,949
|
|
|
2013
|
||||||||||||||||||
|
West
|
|
Texas
|
|
East
(3)
|
|
Consolidation
and
Elimination
|
|
Total
|
||||||||||
Net income attributable to Calpine
|
|
|
|
|
|
|
|
|
$
|
14
|
|
||||||||
Net income attributable to the noncontrolling interest
|
|
|
|
|
|
|
|
|
4
|
|
|||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
2
|
|
|||||||||
Debt extinguishment costs and other (income) expense, net
|
|
|
|
|
|
|
|
|
164
|
|
|||||||||
Interest expense, net of interest income
|
|
|
|
|
|
|
|
|
690
|
|
|||||||||
Income from operations
|
$
|
280
|
|
|
$
|
190
|
|
|
$
|
403
|
|
|
$
|
1
|
|
|
$
|
874
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments to reconcile income from operations to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization expense, excluding deferred financing costs
(1)
|
225
|
|
|
165
|
|
|
204
|
|
|
(1
|
)
|
|
593
|
|
|||||
Major maintenance expense
|
70
|
|
|
96
|
|
|
58
|
|
|
—
|
|
|
224
|
|
|||||
Operating lease expense
|
9
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
35
|
|
|||||
Mark-to-market (gain) loss on commodity derivative activity
|
62
|
|
|
(24
|
)
|
|
(24
|
)
|
|
—
|
|
|
14
|
|
|||||
Impairment losses
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
Adjustments to reflect Adjusted EBITDA from unconsolidated investments and exclude the noncontrolling interest
(2)
|
(13
|
)
|
|
—
|
|
|
27
|
|
|
—
|
|
|
14
|
|
|||||
Stock-based compensation expense
|
12
|
|
|
13
|
|
|
11
|
|
|
—
|
|
|
36
|
|
|||||
Loss on dispositions of assets
|
2
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|||||
Contract amortization
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
Other
|
13
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
6
|
|
|||||
Total Adjusted EBITDA
|
$
|
676
|
|
|
$
|
441
|
|
|
$
|
713
|
|
|
$
|
—
|
|
|
$
|
1,830
|
|
(1)
|
Depreciation and amortization expense in the income from operations calculation on our Consolidated Statements of Operations excludes amortization of other assets.
|
(2)
|
Adjustments to reflect Adjusted EBITDA from unconsolidated investments include (gain) loss on mark-to-market activity of nil for each of the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
(3)
|
Our East segment includes Adjusted EBITDA of $43 million and $88 million for the years ended
December 31, 2014
and
2013
, respectively, related to the six power plants in our East segment that were sold in July 2014.
|
|
2015
|
|
2014
|
||||
Cash and cash equivalents, corporate
(1)
|
$
|
850
|
|
|
$
|
460
|
|
Cash and cash equivalents, non-corporate
|
56
|
|
|
257
|
|
||
Total cash and cash equivalents
|
906
|
|
|
717
|
|
||
Restricted cash
|
228
|
|
|
244
|
|
||
Corporate Revolving Facility availability
(2)
|
1,184
|
|
|
1,277
|
|
||
CDHI letter of credit facility availability
|
59
|
|
|
86
|
|
||
Total current liquidity availability
|
$
|
2,377
|
|
|
$
|
2,324
|
|
(1)
|
Includes $35 million and $47 million of margin deposits posted with us by our counterparties at
December 31, 2015
and
2014
, respectively. See Note 9 of the Notes to Consolidated Financial Statements for further information related to our collateral.
|
(2)
|
On February 8, 2016, we amended our Corporate Revolving Facility, extending the maturity by two years to June 27, 2020, and increasing the capacity by an additional $178 million to $1,678 million through June 27, 2018, reverting back to $1,520 million through the maturity date. Further, we increased the letter of credit sublimit by $250 million to $1.0 billion and extended the maturity by two years to June 27, 2020.
|
•
|
the level of Market Heat Rates;
|
•
|
our continued ability to successfully hedge our Commodity Margin;
|
•
|
changes in U.S. macroeconomic conditions;
|
•
|
maintaining acceptable availability levels for our fleet;
|
•
|
the impact of current and pending environmental regulations in the markets in which we participate;
|
•
|
improving the efficiency and profitability of our operations;
|
•
|
increasing future contractual cash flows; and
|
•
|
our significant counterparties performing under their contracts with us.
|
|
2015
|
|
2014
|
||||
Corporate Revolving Facility
|
$
|
316
|
|
|
$
|
223
|
|
CDHI
|
241
|
|
|
214
|
|
||
Various project financing facilities
|
198
|
|
|
207
|
|
||
Total
|
$
|
755
|
|
|
$
|
644
|
|
|
2016
|
||
Major maintenance expense
|
$
|
270
|
|
Capital expenditures, operations, net
|
140
|
|
|
Growth related capital expenditures
|
285
|
|
|
Total major maintenance expense and capital spending
|
$
|
695
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning cash and cash equivalents
|
$
|
717
|
|
|
$
|
941
|
|
|
$
|
1,284
|
|
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
863
|
|
|
854
|
|
|
549
|
|
|||
Investing activities
|
(841
|
)
|
|
(84
|
)
|
|
(593
|
)
|
|||
Financing activities
|
167
|
|
|
(994
|
)
|
|
(299
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
189
|
|
|
(224
|
)
|
|
(343
|
)
|
|||
Ending cash and cash equivalents
|
$
|
906
|
|
|
$
|
717
|
|
|
$
|
941
|
|
•
|
Income from operations —
Income from operations, adjusted for non-cash items, increased by $59 million for the year ended December 31, 2015, compared to the year ended December 31, 2014. Non-cash items consist primarily of depreciation and amortization, income from unconsolidated investments in power plants, impairment losses, gain on sale of assets, net and mark-to-market activity. The increase in income from operations was primarily driven by a $94 million increase in Commodity revenue, net of Commodity expense, excluding non-cash amortization of purchased intangible assets, partially offset by a $49 million increase in plant operating expense for the year ended December 31, 2015 compared to the year ended December 31, 2014. See “Results of Operations for the Years Ended December 31, 2015 and 2014” above for further discussion of these changes.
|
•
|
Working capital employed
—
Working capital employed increased by $331 million for the year ended December 31, 2015, compared to the year ended December 31, 2014, after adjusting for changes in debt, restricted cash and mark-to-market related balances which did not impact cash provided by operating activities. The increase was primarily due to the change in net margining requirements for the year ended December 31, 2015, compared to the year ended December 31, 2014.
|
•
|
Debt modification and extinguishment payments
—
Cash paid for debt modification and extinguishment decreased $276 million to $34 million during the year ended December 31, 2015, from $310 million for the year ended December 31, 2014. During the year ended December 31, 2015, we made cash payments of $13 million related to issuance costs associated with our 2022 First Lien Term Loan and cash payments of $21 million related to the repayment of a portion of our 2023 First Lien Notes, as compared to $310 million during the year ended December 31, 2014, which was associated with the repayment of our 2019 First Lien Notes, 2020 First Lien Notes and 2021 First Lien Notes and a portion of our 2023 First Lien Notes.
|
•
|
Proceeds from the sale of power plants, interests and other
—
During the year ended December 31, 2014, we received proceeds of approximately $1.57 billion related to the completion of the sale of six power plants in our East segment. There was no similar activity during the year ended December 31, 2015.
|
•
|
Purchase of Champion Energy, Fore River and Guadalupe Energy Centers —
During the year ended December 31, 2015, we purchased the retail electric provider Champion Energy for $296 million compared to the purchase of two natural gas-fired, combined-cycle power plants located in North Weymouth, Massachusetts and Guadalupe County, Texas for $541 million and $656 million, respectively, during the year ended December 31, 2014.
|
•
|
Capital expenditures —
Capital expenditures for the year ended December 31, 2015, were $565 million, an increase of $73 million, compared to expenditures of $492 million for the year ended December 31, 2014. The increase was primarily due to higher expenditures on construction projects and outages during the year ended December 31, 2015, as compared to the year ended December 31, 2014.
|
•
|
First Lien Term Loans —
During the year ended December 31, 2015, we received proceeds of approximately $1.6 billion from the issuance of the 2022 First Lien Term Loan which was used to repay the 2018 First Lien Term Loan of $1.6 billion. In addition, we received proceeds of approximately $545 million from the issuance of the 2023 First Lien Term Loan which is intended to be used, together with operating cash on hand, to fund the acquisition of Granite Ridge Energy Center, to repay project and corporate debt and for general corporate purposes. There was no similar activity during the year ended December 31, 2014.
|
•
|
CCFC refinancing
—
During the year ended December 31, 2014, we received proceeds of $420 million under the CCFC Term Loans, which were used to fund a portion of the purchase price paid in connection with the acquisition of the Guadalupe Energy Center. There was no similar activity during the year ended December 31, 2015.
|
•
|
First Lien Notes and Senior Unsecured Notes —
During the year ended December 31, 2015, we received proceeds of $650 million from the issuance of the 2024 Senior Unsecured Notes which were used to replenish cash on hand used for the acquisition of Fore River Energy Center in the fourth quarter of 2014, to repurchase $147 million of our 2023 First Lien Notes and for general corporate purposes. In addition, we redeemed $120 million of our 2023 First Lien Notes. During the year ended December 31, 2014, we received proceeds of $2.8 billion from the issuance of Senior Unsecured Notes, which were used to repurchase our 2019 First Lien Notes, 2020 First Lien Notes and 2021 First Lien Notes of $2.8 billion and we repurchased $120 million of our 2023 First Lien Notes.
|
•
|
Stock repurchases —
During the year ended December 31, 2015, we made payments of $529 million to repurchase our common stock compared to $1.1 billion during the year ended December 31, 2014. The decrease is primarily due to the repurchase of $311 million of common stock from a shareholder in a private transaction during the year ended December 31, 2014.
|
•
|
Income from operations
—
Income from operations, adjusted for non-cash items, increased by $130 million for the year ended December 31, 2014, compared to the year ended December 31, 2013. Non-cash items consist primarily of depreciation and amortization, income from unconsolidated investments in power plants, impairment losses, gain on sale of assets, net and mark-to-market activity. The increase in income from operations was primarily driven by a $214 million increase in Commodity revenue, net of Commodity expense partially offset by a $74 million increase in plant operating expense for the year ended December 31, 2014, compared to the year ended December 31, 2013. See “Results of Operations for the Year Ended December 31, 2014 and 2013” above for further discussion of these changes.
|
•
|
Working capital employed
— Working capital employed decreased by approximately $328 million for the year ended December 31, 2014, compared to the year ended December 31, 2013, after adjusting for change in debt, restricted cash and mark-to-market related balances which did not impact cash provided by operating activities. The decrease was primarily due to a reduction in net margin requirements and accounts receivable/accounts payable balances for the year ended December 31, 2014 compared to the year ended December 31, 2013.
|
•
|
Interest paid
— Cash paid for interest decreased by $62 million to $610 million for the year ended December 31, 2014, from $672 million for the year ended December 31, 2013. The decrease was primarily due to the lower effective interest rates year over year due to our refinancing activity and the timing of interest payments.
|
•
|
Debt extinguishment payments
— For the year ended December 31, 2014, we made cash payments of $310 million related to the repayment of our 2019 First Lien Notes, 2020 First Lien Notes, and 2021 First Lien Notes, as compared to $101 million for the year ended December 31, 2013, which were associated with the redemption of the CCFC Notes and a portion of our First Lien Notes.
|
•
|
Higher proceeds from the sale of power plants, interests and other
— During the year ended December 31, 2014, we received proceeds of approximately $1.57 billion related to the completion of the sale of six power plants in our East segment, compared to $1 million during the year ended December 31, 2013 that was related to the sale of equipment.
|
•
|
Capital expenditures
— Capital expenditures for the year ended December 31, 2014 were $492 million, a decrease of $83 million, compared to expenditures of $575 million for the year ended December 31, 2013. The decrease was primarily due to lower expenditures on construction projects in 2014 as compared to 2013.
|
•
|
Purchase of Fore River and Guadalupe Energy Centers
— In 2014, we purchased two natural gas-fired, combined-cycle power plants located in North Weymouth, Massachusetts and Guadalupe County, Texas for $541 million and $656 million, respectively. There were no acquisitions during the year ended December 31, 2013.
|
•
|
Restricted cash
— Restricted cash decreased $28 million for the year ended December 31, 2014, compared to an increase of $18 million for the year ended December 31, 2013. The decrease was primarily due to a decrease in insurance reserve resulting from property damage claim settlements, and a decrease in debt service primarily related to the timing of funding and debt payments.
|
•
|
CCFC Term Loans and CCFC Notes
— During the year ended December 31, 2014, we received proceeds of approximately $420 million under the CCFC Term Loans, which were used to fund a portion of the purchase price paid in connection with the acquisition of the Guadalupe Energy Center compared to proceeds of approximately $1,197 million under the CCFC Term Loans which were used to repay the $1.0 billion of outstanding CCFC Notes for the year ended December 31, 2013, resulting in a net increase of approximately $223 million. In addition, during the year ended December 31, 2014, we made principal payments of approximately $16 million, compared to principal payments of $6 million during the year ended December 31, 2013.
|
•
|
First Lien Term Loans
—
During the year ended December 31, 2013, we received proceeds of approximately $390 million from the issuance of the 2020 First Lien Term Loan which was used together with the proceeds from the 2022 First Lien Notes to repay the 2017 First Lien Notes. There was no similar activity during the year ended December 31, 2014. In addition, during the year ended December 31, 2014, we made principal payments of $29 million, compared to principal payments of $25 million during the year ended December 31, 2013.
|
•
|
First Lien Notes and Senior Unsecured Notes
—
During the year ended December 31, 2014, we received proceeds of $2.8 billion from the issuance of Senior Unsecured Notes, which were used to repay our 2019 First Lien Notes, 2020 First Lien Notes, and 2021 First Lien Notes resulting in a net use of $120 million in cash. During the year ended December 31, 2013, we received proceeds of approximately $1.2 billion under the 2022 First Lien Notes and 2024 First Lien Notes, which were used to redeem the 2017 First Lien Notes along with 10% redemption of the remaining First Lien Notes for a net use of $316 million in cash.
|
•
|
Proceeds from project debt
— During the year ended December 31, 2014, we received proceeds of approximately $79 million from project debt, compared to $182 million during the year ended December 31, 2013. The decrease was related to lower draws on our Russell City and Los Esteros project debt as the power plants commenced operations during the third quarter of 2013.
|
•
|
Repayments of project debt, notes payable and other
—
During the year ended December 31, 2014, we made repayments of $178 million compared to $66 million for the year ended December 31, 2013. The increase in repayments was related to the conversion of Russell City and Los Esteros project debt to term loans in December 2013 and September 2014, respectively.
|
•
|
Distribution to noncontrolling interest holder
—
During the year ended December 31, 2014, we made a distribution to a noncontrolling interest holder in Russell City Energy Company, LLC of approximately $15 million, with no similar activity during the year ended December 31, 2013.
|
•
|
Stock repurchases
—
During the year ended December 31, 2014, we made payments of approximately $1.1 billion to repurchase our common stock compared to $623 million during the year ended December 31, 2013. The increase is primarily due to the repurchase of $311 million of common stock from a shareholder in a private transaction.
|
|
Standard and Poor’s
|
|
Moody’s Investors
Service
|
First Lien Notes, First Lien Term Loans and Corporate Revolving Facility rating
|
BB
|
|
Ba3
|
Senior Unsecured Notes
|
B
|
|
B3
|
Corporate rating
|
B+
|
|
B1
|
Commentary
|
Stable
|
|
Positive
|
|
|
Amounts of Commitment Expiration per Period
|
||||||||||||||||||||||||||
Guarantee Commitments
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
Amounts
Committed
|
||||||||||||||
Guarantee of subsidiary debt
(1)
|
|
$
|
36
|
|
|
$
|
26
|
|
|
$
|
31
|
|
|
$
|
30
|
|
|
$
|
30
|
|
|
$
|
118
|
|
|
$
|
271
|
|
Standby letters of credit
(2)(3)(5)
|
|
656
|
|
|
40
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
38
|
|
|
755
|
|
|||||||
Surety bonds
(4)(5)(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|||||||
Total
|
|
$
|
692
|
|
|
$
|
66
|
|
|
$
|
31
|
|
|
$
|
51
|
|
|
$
|
30
|
|
|
$
|
161
|
|
|
$
|
1,031
|
|
(1)
|
Represents Calpine Corporation guarantees of certain power plant capital leases and related interest. All guaranteed capital leases are recorded on our Consolidated Balance Sheets.
|
(2)
|
The standby letters of credit disclosed above represent those disclosed in Note 6 of the Notes to Consolidated Financial Statements.
|
(3)
|
Letters of credit are renewed annually and as such all amounts are reflected in the year of letter of credit expiration. The related commercial obligations extend for multiple years, therefore, renewal of the letter of credit will likely follow the term of the associated commercial obligation.
|
(4)
|
The majority of surety bonds do not have expiration or cancellation dates.
|
(5)
|
These are contingent off balance sheet obligations.
|
(6)
|
As of
December 31, 2015
,
no
cash collateral is outstanding related to these bonds.
|
|
Total
|
|
Less than 1
Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5
Years
|
||||||||||
Operating lease obligations
(1)
|
$
|
432
|
|
|
$
|
51
|
|
|
$
|
100
|
|
|
$
|
82
|
|
|
$
|
199
|
|
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Turbine commitments
|
$
|
87
|
|
|
$
|
62
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity purchase obligations
(2)
|
1,332
|
|
|
255
|
|
|
269
|
|
|
180
|
|
|
628
|
|
|||||
LTSA
|
183
|
|
|
19
|
|
|
45
|
|
|
44
|
|
|
75
|
|
|||||
Cost to complete construction projects
|
313
|
|
|
260
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|||||
Parts supply agreements
(3)
|
591
|
|
|
97
|
|
|
151
|
|
|
157
|
|
|
186
|
|
|||||
Other purchase obligations
(4)
|
593
|
|
|
54
|
|
|
86
|
|
|
80
|
|
|
373
|
|
|||||
Total purchase obligations
|
$
|
3,099
|
|
|
$
|
747
|
|
|
$
|
629
|
|
|
$
|
461
|
|
|
$
|
1,262
|
|
Debt
|
$
|
12,120
|
|
|
$
|
222
|
|
|
$
|
444
|
|
|
$
|
2,990
|
|
|
$
|
8,464
|
|
Other contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest payments on debt
(5)
|
$
|
4,134
|
|
|
$
|
569
|
|
|
$
|
1,206
|
|
|
$
|
1,103
|
|
|
$
|
1,256
|
|
Liability for uncertain tax positions
|
28
|
|
|
1
|
|
|
21
|
|
|
3
|
|
|
3
|
|
|||||
Interest rate swap agreement
(5)
|
92
|
|
|
38
|
|
|
40
|
|
|
11
|
|
|
3
|
|
|||||
Total other contractual obligations
|
$
|
4,254
|
|
|
$
|
608
|
|
|
$
|
1,267
|
|
|
$
|
1,117
|
|
|
$
|
1,262
|
|
(1)
|
Included in the total are future minimum payments for power plant, office, land and other operating leases. See Note 15 of the Notes to Consolidated Financial Statements for more information.
|
(2)
|
The amounts presented here include contracts for the purchase, transportation or storage of commodities accounted for as executory contracts and therefore not recognized as liabilities on our Consolidated Balance Sheet.
|
(3)
|
Our parts supply agreements are generally cancelable upon payment of an insubstantial termination fee.
|
(4)
|
The amounts presented here include water agreements, maintenance agreements and other purchase obligations.
|
(5)
|
Amounts are projected based upon interest rates at
December 31, 2015
.
|
|
Commodity Instruments
|
|
Interest Rate
Swaps |
|
Total
|
||||||
Fair value of contracts outstanding at January 1, 2015
|
$
|
381
|
|
|
$
|
(110
|
)
|
|
$
|
271
|
|
Items recognized or otherwise settled during the period
(1)(2)
|
(257
|
)
|
|
43
|
|
|
(214
|
)
|
|||
Fair value attributable to new contracts
|
125
|
|
|
—
|
|
|
125
|
|
|||
Changes in fair value attributable to price movements
|
161
|
|
|
(22
|
)
|
|
139
|
|
|||
Changes in fair value attributable to nonperformance risk
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Other changes in fair value
(3)
|
(516
|
)
|
|
—
|
|
|
(516
|
)
|
|||
Fair value of contracts outstanding at December 31, 2015
(4)
|
$
|
(107
|
)
|
|
$
|
(89
|
)
|
|
$
|
(196
|
)
|
(1)
|
Commodity contract settlements consist of the realization of previously recognized gains on contracts not designated as hedging instruments of $359 million (represents a portion of Commodity revenue and Commodity expense as reported on our Consolidated Statements of Operations) and $102 million related to current period gains from other changes in derivative assets and liabilities not reflected in OCI or earnings.
|
(2)
|
Interest rate settlements consist of $40 million related to realized losses from settlements of designated cash flow hedges and $3 million related to realized losses from settlements of undesignated interest rate swaps (represents a portion of interest expense as reported on our Consolidated Statements of Operations).
|
(3)
|
Includes $277 million in losses (net of hedge terminations) related to wholesale hedges acquired from Champion Energy and the reclassification of $239 million in previously recognized gains to other assets following the election of the normal purchase normal sales exemption and the discontinuance of derivative accounting treatment as of the date of this election.
|
(4)
|
Net commodity and interest rate derivative assets and liabilities reported in Notes 7 and 8 of the Notes to Consolidated Financial Statements.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Realized gain (loss)
(1)(2)
|
|
|
|
|
|
||||||
Commodity derivative instruments
|
$
|
450
|
|
|
$
|
110
|
|
|
$
|
86
|
|
Total realized gain (loss)
|
$
|
450
|
|
|
$
|
110
|
|
|
$
|
86
|
|
|
|
|
|
|
|
||||||
Mark-to-market gain (loss)
(3)
|
|
|
|
|
|
||||||
Commodity derivative instruments
|
$
|
(113
|
)
|
|
$
|
342
|
|
|
$
|
(14
|
)
|
Interest rate swaps
|
3
|
|
|
11
|
|
|
2
|
|
|||
Total mark-to-market gain (loss)
|
$
|
(110
|
)
|
|
$
|
353
|
|
|
$
|
(12
|
)
|
Total activity, net
|
$
|
340
|
|
|
$
|
463
|
|
|
$
|
74
|
|
(1)
|
Does not include the realized value associated with derivative instruments that settle through physical delivery.
|
(2)
|
Includes amortization of acquisition date fair value of derivative activity related the acquisition of Champion Energy.
|
(3)
|
In addition to changes in market value on derivatives not designated as hedges, changes in mark-to-market gain (loss) also includes de-designation of interest rate swap cash flow hedges and related reclassification from AOCI into earnings, hedge ineffectiveness and adjustments to reflect changes in credit default risk exposure.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Realized and mark-to-market gain (loss)
|
|
|
|
|
|
||||||
Derivatives contracts included in operating revenues
(1)
|
$
|
528
|
|
|
$
|
384
|
|
|
$
|
(119
|
)
|
Derivatives contracts included in fuel and purchased energy expense
(1)
|
(191
|
)
|
|
68
|
|
|
191
|
|
|||
Interest rate swaps included in interest expense
|
3
|
|
|
11
|
|
|
2
|
|
|||
Total activity, net
|
$
|
340
|
|
|
$
|
463
|
|
|
$
|
74
|
|
(1)
|
Does not include the realized value associated with derivative instruments that settle through physical delivery.
|
Fair Value Source
|
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
After 2020
|
|
Total
|
||||||||||
Prices actively quoted
|
|
$
|
133
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
132
|
|
Prices provided by other external sources
|
|
(125
|
)
|
|
(96
|
)
|
|
(15
|
)
|
|
—
|
|
|
(236
|
)
|
|||||
Prices based on models and other valuation methods
|
|
(6
|
)
|
|
4
|
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Total fair value
|
|
$
|
2
|
|
|
$
|
(93
|
)
|
|
$
|
(16
|
)
|
|
$
|
—
|
|
|
$
|
(107
|
)
|
•
|
credit approvals;
|
•
|
routine monitoring of counterparties’ credit limits and their overall credit ratings;
|
•
|
limiting our marketing, hedging and optimization activities with high risk counterparties;
|
•
|
margin, collateral, or prepayment arrangements; and
|
•
|
payment netting arrangements, or master netting arrangements that allow for the netting of positive and negative exposures of various contracts associated with a single counterparty.
|
Credit Quality
(Based on Standard & Poor’s Ratings
as of December 31, 2015)
|
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
After 2020
|
|
Total
|
||||||||||
Investment grade
|
|
$
|
14
|
|
|
$
|
(91
|
)
|
|
$
|
(16
|
)
|
|
$
|
—
|
|
|
$
|
(93
|
)
|
Non-investment grade
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
No external ratings
|
|
(10
|
)
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
(10
|
)
|
|||||
Total fair value
|
|
$
|
2
|
|
|
$
|
(93
|
)
|
|
$
|
(16
|
)
|
|
$
|
—
|
|
|
$
|
(107
|
)
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair Value
December 31,
2015
|
||||||||||||||||
Debt by Maturity Date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Rate
|
$
|
14
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
5,301
|
|
|
$
|
5,345
|
|
|
$
|
5,037
|
|
Average Interest Rate
|
4.7
|
%
|
|
6.5
|
%
|
|
6.5
|
%
|
|
6.6
|
%
|
|
6.5
|
%
|
|
5.9
|
%
|
|
|
|
|
||||||||||
Variable Rate
|
$
|
168
|
|
|
$
|
175
|
|
|
$
|
185
|
|
|
$
|
1,584
|
|
|
$
|
1,337
|
|
|
$
|
3,027
|
|
|
$
|
6,476
|
|
|
$
|
6,255
|
|
Average Interest Rate
(1)
|
3.1
|
%
|
|
3.7
|
%
|
|
4.1
|
%
|
|
4.5
|
%
|
|
4.8
|
%
|
|
5.6
|
%
|
|
|
|
|
(1)
|
Projection based upon forward LIBOR rates inferred from spot rates at
December 31, 2015
.
|
•
|
a contract that qualifies as a lease;
|
•
|
a derivative;
|
•
|
a contract that meets the definition of a derivative but is eligible for the normal purchase normal sale exemption; or
|
•
|
a contract that is a physical or executory contract.
|
•
|
power and steam revenue consisting of fixed and variable capacity payments, including capacity payments received from PJM and ISO-NE capacity auctions which are not related to generation;
|
•
|
other revenues such as RMR Contracts, resource adequacy and certain ancillary service revenues; and
|
•
|
other service revenues.
|
•
|
perform an ongoing reassessment each reporting period of whether we are the primary beneficiary of our VIEs; and
|
•
|
evaluate if an entity is a VIE and whether we are the primary beneficiary whenever any changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of a VIE that most significantly impact the VIE’s economic performance or when there are other changes in the powers held by individual variable interest holders.
|
•
|
a significant decrease in the market price of a long-lived asset;
|
•
|
a significant adverse change in the manner an asset is being used or its physical condition;
|
•
|
an adverse action by a regulator or legislature or an adverse change in the business climate;
|
•
|
an accumulation of costs significantly in excess of the amount originally expected for the construction or acquisition of an asset;
|
•
|
a current-period loss combined with a history of losses or the projection of future losses; or
|
•
|
a change in our intent about an asset from an intent to hold to a greater than 50% likelihood that an asset will be sold or disposed of before the end of its previously estimated useful life.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Name
|
|
Age
|
|
Position
|
|
Jack A. Fusco
|
|
53
|
|
|
Executive Chairman
|
John B. (Thad) Hill III
|
|
48
|
|
|
President and Chief Executive Officer
|
Zamir Rauf
|
|
56
|
|
|
Executive Vice President and Chief Financial Officer
|
W. Thaddeus Miller
|
|
65
|
|
|
Executive Vice President, Chief Legal Officer and Secretary
|
W.G. (Trey) Griggs, III
|
|
45
|
|
|
Executive Vice President and Chief Commercial Officer
|
Tom Webb
|
|
61
|
|
|
Executive Vice President, Power Operations
|
Jeff Koshkin
|
|
41
|
|
|
Senior Vice President and Chief Accounting Officer
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedule
|
|
Page
|
(a)-1.
Financial Statements and Other Information
|
|
Calpine Corporation and Subsidiaries
|
|
(a)-2.
Financial Statement Schedule
|
|
Calpine Corporation and Subsidiaries
|
|
(b)
Exhibits
|
|
Exhibit
Number
|
|
Description
|
2.1
|
|
Debtors’ Sixth Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code (incorporated by reference to Exhibit 2.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 27, 2007).
|
|
|
|
2.2
|
|
Findings of Fact, Conclusions of Law, and Order Confirming Sixth Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the U.S. Bankruptcy Code (incorporated by reference to Exhibit 2.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 27, 2007).
|
|
|
|
2.3
|
|
Purchase and Sale Agreement by and between Riverside Energy Center, LLC and Calpine Development Holdings, Inc., as Sellers and Public Service Company of Colorado, as Purchaser dated as of April 2, 2010 (incorporated by reference to Exhibit 10.1 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed with the SEC on July 30, 2010).**
,
††
|
|
|
|
2.4
|
|
Purchase Agreement by and among Pepco Holdings, Inc., Conectiv, LLC, Conectiv Energy Holding Company, LLC and New Development Holdings, LLC dated as of April 20, 2010 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on July 8, 2010).**
|
|
|
|
2.5
|
|
Purchase and Sale Agreement, dated April 17, 2014, among Calpine Corporation, Calpine Project Holdings, Inc., Calgen Expansion Company, LLC and NatGen Southeast Power LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on February 1, 2008).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Company (as amended through May 13, 2015) (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2015).
|
|
|
|
4.1
|
|
Indenture, dated January 14, 2011, among Calpine Corporation, the guarantors party thereto and Wilmington Trust Company, as trustee, including the form of the 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on January 14 , 2011).
|
|
|
|
4.2
|
|
Registration Rights Agreement, dated January 31, 2008, among the Company and each Participating Shareholder named therein (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on February 6, 2008).
|
|
|
|
4.3
|
|
First Supplemental Indenture dated as of April 26, 2011, among each of New Development Holdings, LLC, Calpine Mid-Atlantic Energy, LLC, Calpine Mid-Atlantic Operating, LLC, Calpine Bethlehem, LLC, Calpine New Jersey Generation, LLC, Calpine Mid-Atlantic Generation, LLC, Calpine Solar, LLC, Calpine Vineland Solar, LLC and Calpine Mid-Atlantic Marketing, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.6 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on April 29, 2011).
|
|
|
|
4.4
|
|
Second Supplemental Indenture dated as of July 22, 2011, among each of Deer Park Energy Center LLC, Deer Park Holdings, LLC, Metcalf Energy Center, LLC, Metcalf Holdings, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.5 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on July 29, 2011).
|
|
|
|
4.5
|
|
Third Supplemental Indenture dated as of August 20, 2012, among each of Calpine Energy Services GP, LLC and Calpine Energy Services LP, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.5 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed with the SEC on November 6, 2012).
|
|
|
|
Exhibit
Number
|
|
Description
|
4.6
|
|
Fourth Supplemental Indenture dated as of November 26, 2012, among each of South Point Holdings, LLC, South Point Energy Center, LLC, Broad River Energy LLC, South Point OL-1, LLC, South Point OL-2, LLC, South Point OL-3, LLC, South Point OL-4, LLC, Broad River OL-1, LLC, Broad River OL-2, LLC, Broad River OL-3, LLC and Broad River OL-4, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.28 to Calpine’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on February 13, 2013).
|
|
|
|
4.7
|
|
Indenture dated as of October 31, 2013, for the senior secured notes due 2022 among each of Calpine Corporation, the guarantors party thereto and Wilmington Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on October 31, 2013).
|
|
|
|
4.8
|
|
Indenture dated as of October 31, 2013, for the senior secured notes due 2024 among each of Calpine Corporation, the guarantors party thereto and Wilmington Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on October 31, 2013).
|
|
|
|
4.9
|
|
Indenture, dated July 8, 2014, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”) (incorporated by reference to Exhibit 4.1 to the Company’s Form S-3ASR filed with the SEC on July 8, 2014).
|
|
|
|
4.10
|
|
First Supplemental Indenture, dated as of July 22, 2014, between the Company and the Trustee, governing the 2023 Notes (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2014).
|
|
|
|
4.11
|
|
Second Supplemental Indenture, dated as of July 22, 2014, between the Company and the Trustee, governing the 2025 Notes (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2014).
|
|
|
|
4.12
|
|
Form of 2023 Note (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2014).
|
|
|
|
4.13
|
|
Form of 2025 Note (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2014).
|
|
|
|
4.14
|
|
Third Supplemental Indenture, dated as of February 3, 2015, between the Company and the Trustee, governing
the 2024 Notes (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2015). |
|
|
|
4.15
|
|
Form of 2024 Note (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2015).
|
|
|
|
10.1
|
|
Financing Agreements.
|
|
|
|
10.1.1
|
|
Credit Agreement, dated as of December 10, 2010, among Calpine Corporation, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, the lenders party thereto and other parties thereto (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 13, 2010).
|
|
|
|
10.1.2
|
|
Credit Agreement, dated March 9, 2011 among Calpine Corporation as borrower and the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Citibank, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as co-documentation agents and Goldman Sachs Bank USA as syndication agent (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K filed with the SEC on March 10, 2011).
|
|
|
|
10.1.3
|
|
Amended and Restated Guarantee and Collateral Agreement, dated as of December 10, 2010, made by the Company and certain of the Company's subsidiaries party thereto in favor of Goldman Sachs Credit Partners, L.P., as collateral agent (incorporated by reference to Exhibit 10.1 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on July 29, 2011).
|
|
|
|
10.1.4
|
|
Credit Agreement, dated October 9, 2012 among Calpine Corporation as borrower and the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Barclays Bank PLC, Deutsche Bank Securities Inc., and RBC Capital Markets, as co-documentation agents (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on October 10, 2012).
|
|
|
|
Exhibit
Number
|
|
Description
|
10.1.5
|
|
Amendment to the Credit Agreement, dated February 15, 2013 among Calpine Corporation as borrower and the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Citibank, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as co-documentation agents and Goldman Sachs Bank USA as syndication agent (incorporated by reference to Exhibit 10.9 to Calpine’s 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 2, 2013).
|
|
|
|
10.1.6
|
|
Amendment to the Credit Agreement, dated February 15, 2013 among Calpine Corporation as borrower and the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Barclays Bank PLC, Deutsche Bank Securities Inc., and RBC Capital Markets, as co-documentation agents (incorporated by reference to Exhibit 10.10 to Calpine’s 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 2, 2013).
|
|
|
|
10.1.7
|
|
Credit Agreement, dated May 3, 2013 among Calpine Construction Finance Company as borrower and the lenders party thereto, and Goldman Sachs Lending Partners, LLC (“GSLP”) as administrative agent and as collateral agent, CoBank ACB, ING Capital LLC., Royal Bank of Canada, and The Royal Bank of Scotland PLC as co-documentation agents, GSLP, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce Fenner and Smith Incorporated and Union Bank, N.A., as joint lead arrangers, joint bookrunners and co-syndication agents, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 3, 2013).
|
|
|
|
10.1.8
|
|
Amendment No. 1 to the December 10, 2010 Credit Agreement, dated as of June 27, 2013, among Calpine Corporation, as borrower, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 1, 2013).
|
|
|
|
10.1.9
|
|
Amendment to the Credit Agreement, dated February 20, 2014, among Calpine Construction Finance Company, L.P. as borrower and the lenders party thereto, and Goldman Sachs Lending Partners, LLC (“GSLP”) as administrative agent and as collateral agent, CoBank ACB, ING Capital LLC., Royal Bank of Canada, and The Royal Bank of Scotland PLC as co-documentation agents, GSLP, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce Fenner and Smith Incorporated and Union Bank, N.A., as joint lead arrangers, joint bookrunners and co-syndication agents, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014).
|
|
|
|
10.1.10
|
|
Incremental Term B-2 Loan Commitment Supplement to the Credit Agreement, dated February 26, 2014, among Calpine Construction Finance Company, L.P. as borrower and the lenders party thereto, and Goldman Sachs Lending Partners, LLC as administrative agent and as collateral agent under the Credit Agreement, dated as of May 3, 2013 and as amended on February 20, 2014 (incorporated by reference to Exhibit 10.2 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014).
|
|
|
|
10.1.11
|
|
Calpine Guarantee, dated April 17, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
|
|
|
|
10.1.12
|
|
LS Power Equity Partners Guarantee, dated April 17, 2014 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
|
|
|
|
10.1.13
|
|
Confidentiality and Non-Disclosure Agreement, dated February 19, 2014 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
|
|
|
|
10.1.14
|
|
Amendment to Confidentiality and Non-disclosure Agreement, dated April 17, 2014 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
|
|
|
|
10.1.15
|
|
Amendment No. 2 to the Credit Agreement, dated as of July 30, 2014, among Calpine Corporation, as borrower, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2014).
|
|
|
|
10.1.16
|
|
Share Repurchase Agreement, dated July 8, 2014, by and between Calpine Corporation and LSP Cal Holdings I, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 10, 2014).
|
|
|
|
Exhibit
Number
|
|
Description
|
10.1.17
|
|
Credit Agreement, dated as of May 28, 2015 among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, and Goldman Sachs Bank USA, MUFG Union Bank, N.A., Barclays Bank Plc and Royal Bank of Canada, as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2015).
|
|
|
|
10.1.18
|
|
Credit Agreement, dated December 15, 2015 among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and Goldman Sachs Credit Partners L.P., as collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2015).
|
10.1.19
|
|
Amendment No. 3 to the Credit Agreement, dated as of February 8, 2016, among Calpine Corporation, as borrower, the guarantors party thereto, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, The Bank of Tokyo-Mitsubishi UFJ Ltd, as successor administrative agent, MUFG Union Bank, N.A., as successor collateral agent, and the lenders party thereto.*
|
|
|
|
10.2
|
|
Management Contracts or Compensatory Plans, Contracts or Arrangements.
|
|
|
|
10.2.1.1
|
|
Employment Agreement, dated August 10, 2008, between the Company and Jack A. Fusco (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 12, 2008).†
|
|
|
|
10.2.1.2
|
|
Calpine Corporation Executive Sign On Non-Qualified Stock Option Agreement (Jack A. Fusco) (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 12, 2008).†
|
|
|
|
10.2.1.3
|
|
Non-Qualified Stock Option Agreement between the Company and Jack Fusco, dated August 11, 2010 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 17, 2010).†
|
|
|
|
10.2.1.4
|
|
Amendment to the Executive Employment Agreement between the Company and Jack A. Fusco, dated December 21, 2012 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
|
|
|
|
10.2.1.5
|
|
Restricted Stock Award Agreement between the Company and Jack A. Fusco, dated December 21, 2012 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
|
|
|
|
10.2.1.6
|
|
Amended and Restated Executive Employment Agreement between the Company and Jack A. Fusco, dated December 18, 2015 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 18, 2015).†
|
|
|
|
10.2.2
|
|
Letter Agreement, dated December 17, 2008, between the Company and Zamir Rauf (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 19, 2008).†
|
|
|
|
10.2.3.1
|
|
Letter Agreement, dated September 1, 2008, between the Company and John B. (Thad) Hill (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on September 4, 2008).†
|
|
|
|
10.2.3.2
|
|
Calpine Corporation Executive Sign On Non-Qualified Stock Option Agreement (John B. (Thad) Hill) (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on September 4, 2008).†
|
|
|
|
10.2.3.3
|
|
Non-Qualified Stock Option Agreement between the Company and John B. (Thad) Hill, dated August 11, 2010 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 17, 2010).†
|
|
|
|
10.2.3.4
|
|
Non-Qualified Stock Option Agreement between the Company and John B. (Thad) Hill, dated November 3, 2010 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on November 8, 2010).†
|
|
|
|
10.2.3.5
|
|
Amendment to the Letter Agreement between the Company and John B. (Thad) Hill, dated December 21, 2012 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
|
|
|
|
Exhibit
Number
|
|
Description
|
10.2.3.6
|
|
Restricted Stock Award Agreement between the Company and John B. (Thad) Hill, dated December 21, 2012 (incorporated by reference to Exhibit 10.4 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
|
|
|
|
10.2.3.7
|
|
Employment Agreement, dated November 6, 2013, between the Company and John B. (Thad) Hill (incorporated by reference to Exhibit 10.2.3.7 to Calpine’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 13, 2014).†
|
|
|
|
10.2.3.8
|
|
Restricted Stock Agreement Pursuant to the Amended and Restated 2008 Equity Incentive Plan, dated May 13, 2014 among John B. (Thad) Hill and Calpine Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2014).†
|
|
|
|
10.2.4.1
|
|
Employment Agreement, dated August 11, 2008, between the Company and W. Thaddeus Miller (incorporated by reference to Exhibit 10.2.7 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed with the SEC on November 7, 2008).†
|
|
|
|
10.2.4.2
|
|
Calpine Corporation Executive Sign On Non-Qualified Stock Option Agreement (Thaddeus Miller) (incorporated by reference to Exhibit 4.4 to Calpine’s Registration Statement on Form S-8 (Registration No. 333-153860) filed with the SEC on October 6, 2008).†
|
|
|
|
10.2.4.3
|
|
Non-Qualified Stock Option Agreement between the Company and W. Thaddeus Miller, dated August 11, 2010 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 17, 2010).†
|
|
|
|
10.2.4.4
|
|
Amendment to the Executive Employment Agreement between the Company and W. Thaddeus Miller, dated December 21, 2012 (incorporated by reference to Exhibit 10.5 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
|
|
|
|
10.2.4.5
|
|
Restricted Stock Award Agreement between the Company and W. Thaddeus Miller, dated December 21, 2012 (incorporated by reference to Exhibit 10.6 to Calpine’s Current Report on Form 8-K filed, with the SEC on December 26, 2012).†
|
|
|
|
10.2.4.6
|
|
Amended and Restated Executive Employment Agreement between the Company and W. Thaddeus Miller, dated December 18, 2015 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 18, 2015).†
|
|
|
|
10.2.5
|
|
Calpine Corporation U.S. Severance Program (incorporated by reference to Exhibit 10.2.5 to Calpine’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 25, 2010).†
|
|
|
|
10.2.6
|
|
Calpine Corporation 2010 Calpine Incentive Plan (incorporated by reference to Exhibit 10.6 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed with the SEC on July 30, 2010).†
|
|
|
|
10.2.7
|
|
Calpine Corporation 2009 Calpine Incentive Plan (incorporated by reference to Exhibit 10.2 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the SEC on May 8, 2009).†
|
|
|
|
10.2.7.1
|
|
The Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014 (incorporated by reference to Exhibit 10.3 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
|
|
|
|
10.2.7.2
|
|
Form of Non-Qualified Stock Option Agreement (Pursuant to the 2008 Equity Incentive Plan) (incorporated by reference to Exhibit 10.4.3 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC on May 12, 2008).†
|
|
|
|
10.2.7.3
|
|
Form of Restricted Stock Agreement (Pursuant to the 2008 Equity Incentive Plan) (incorporated by reference to Exhibit 10.4.4 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC on May 12, 2008).†
|
|
|
|
10.2.8
|
|
The Amended and Restated Calpine Corporation 2008 Director Incentive Plan (incorporated by reference to Annex A to Calpine’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 5, 2010).†
|
|
|
|
10.2.9
|
|
Calpine Corporation Amended and Restated Change in Control and Severance Benefits Plan (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on November 8, 2013).†
|
|
|
|
Exhibit
Number
|
|
Description
|
10.2.10
|
|
Amendment to the Executive Employment Agreement between the Company and Jack A. Fusco, dated February 28, 2013 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
|
|
|
|
10.2.11
|
|
Amendment to the Executive Employment Agreement between the Company and W. Thaddeus Miller, dated February 28, 2013 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
|
|
|
|
10.2.12
|
|
Form of Restricted Stock Award Agreement between the Company and Jack A. Fusco and W. Thaddeus Miller, dated February 28, 2013 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
|
|
|
|
10.2.13
|
|
Form of Restricted Stock Award Agreement between the Company and John B. (Thad) Hill and Zamir Rauf, dated February 28, 2013 (incorporated by reference to Exhibit 10.4 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
|
|
|
|
10.2.14
|
|
Form of Performance Share Unit Award Agreement between the Company and Jack A. Fusco and W. Thaddeus Miller, dated February 28, 2013 (incorporated by reference to Exhibit 10.5 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013). †
|
|
|
|
10.2.15
|
|
Form of Performance Share Unit Award Agreement between the Company and John B. (Thad) Hill and Zamir Rauf, dated February 28, 2013 (incorporated by reference to Exhibit 10.6 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
|
|
|
|
10.2.16
|
|
Amended and Restated Restricted Stock Award Agreement between the Company and Jack A. Fusco, dated February 28, 2013 (incorporated by reference to Exhibit 10.7 to Calpine’s 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 2, 2013).†
|
|
|
|
10.2.17
|
|
Amended and Restated Restricted Stock Award Agreement between the Company and W. Thaddeus Miller, dated February 28, 2013 (incorporated by reference to Exhibit 10.8 to Calpine’s 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 2, 2013).†
|
|
|
|
10.2.18
|
|
Amended and Restated Calpine Corporation Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on May 10, 2013).†
|
|
|
|
10.2.19
|
|
Form of Restricted Stock Award Agreement between the Company and Jack A. Fusco and W. Thaddeus Miller (Pursuant to the Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014)(incorporated by reference to Exhibit 10.4 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
|
|
|
|
10.2.20
|
|
Form of Restricted Stock Award Agreement between the Company and John B. (Thad) Hill and Zamir Rauf (Pursuant to the Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014) (incorporated by reference to Exhibit 10.5 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
|
|
|
|
10.2.21
|
|
Form of Performance Share Unit Award Agreement between the Company and Jack A. Fusco and W. Thaddeus Miller (Pursuant to the Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014) (incorporated by reference to Exhibit 10.6 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
|
|
|
|
10.2.22
|
|
Form of Performance Share Unit Award Agreement between the Company and John B. (Thad) Hill and Zamir Rauf (Pursuant to the Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014) (incorporated by reference to Exhibit 10.7 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
|
|
|
|
10.2.23
|
|
Separation Agreement between the Company and John Adams, dated August 4, 2015 (incorporated by reference to Exhibit 10.1 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on October 30, 2015).
|
|
|
|
10.2.24
|
|
Amended and Restated Executive Employment Agreement between the Company and Jack A. Fusco, dated December 18, 2015 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 18, 2015).†
|
|
|
|
Exhibit
Number
|
|
Description
|
10.2.25
|
|
Amended and Restated Executive Employment Agreement between the Company and W. Thaddeus Miller, dated December 18, 2015 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 18, 2015).†
|
|
|
|
12.1
|
|
Computation of ratio of earnings to fixed charges.*
|
|
|
|
18.1
|
|
Letter of preferability regarding change in accounting principle from PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 18.1 to Calpine’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 25, 2010).
|
|
|
|
21.1
|
|
Subsidiaries of the Company.*
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.*
|
|
|
|
24.1
|
|
Power of Attorney of Officers and Directors of Calpine Corporation (set forth on the signature pages of this Form 10-K).*
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.‡
|
|
|
|
101.INS
|
|
XBRL Instance Document.*
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.*
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.*
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.*
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.*
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.*
|
*
|
Filed herewith.
|
‡
|
Furnished herewith.
|
†
|
Management contract or compensatory plan, contract or arrangement.
|
**
|
Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Calpine will furnish supplementally a copy of any omitted schedule to the SEC upon request.
|
††
|
Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934.
|
CALPINE CORPORATION
|
||
|
|
|
By:
|
|
/s/ ZAMIR RAUF
|
|
|
Zamir Rauf
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ JOHN B. (Thad) HILL
|
|
President, Chief Executive Officer and Director (principal executive officer)
|
|
February 11, 2016
|
John B. (Thad) Hill
|
|
|
|
|
|
|
|
||
/s/ ZAMIR RAUF
|
|
Executive Vice President and Chief Financial Officer (principal financial officer)
|
|
February 11, 2016
|
Zamir Rauf
|
|
|
|
|
|
|
|
||
/s/ JEFF KOSHKIN
|
|
Chief Accounting Officer (principal accounting officer)
|
|
February 11, 2016
|
Jeff Koshkin
|
|
|
|
|
|
|
|
||
/s/ JACK A. FUSCO
|
|
Executive Chairman and Director
|
|
February 11, 2016
|
Jack A. Fusco
|
|
|
|
|
|
|
|
|
|
/s/ FRANK CASSIDY
|
|
Director
|
|
February 11, 2016
|
Frank Cassidy
|
|
|
|
|
|
|
|
||
/s/ MICHAEL W. HOFMANN
|
|
Director
|
|
February 11, 2016
|
Michael W. Hofmann
|
|
|
|
|
|
|
|
||
/s/ DAVID C. MERRITT
|
|
Director
|
|
February 11, 2016
|
David C. Merritt
|
|
|
|
|
|
|
|
||
/s/ W. BENJAMIN MORELAND
|
|
Director
|
|
February 11, 2016
|
W. Benjamin Moreland
|
|
|
|
|
|
|
|
||
/s/ ROBERT MOSBACHER, JR.
|
|
Director
|
|
February 11, 2016
|
Robert Mosbacher, Jr.
|
|
|
|
|
|
|
|
||
/s/ DENISE M. O'LEARY
|
|
Director
|
|
February 11, 2016
|
Denise M. O’Leary
|
|
|
|
|
|
|
|
Page
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating revenues:
|
|
|
|
|
|
||||||
Commodity revenue
|
$
|
6,389
|
|
|
$
|
7,595
|
|
|
$
|
6,374
|
|
Mark-to-market gain (loss)
|
65
|
|
|
419
|
|
|
(86
|
)
|
|||
Other revenue
|
18
|
|
|
16
|
|
|
13
|
|
|||
Operating revenues
|
6,472
|
|
|
8,030
|
|
|
6,301
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Fuel and purchased energy expense:
|
|
|
|
|
|
||||||
Commodity expense
|
3,589
|
|
|
4,815
|
|
|
3,808
|
|
|||
Mark-to-market (gain) loss
|
178
|
|
|
77
|
|
|
(72
|
)
|
|||
Fuel and purchased energy expense
|
3,767
|
|
|
4,892
|
|
|
3,736
|
|
|||
Plant operating expense
|
1,018
|
|
|
969
|
|
|
895
|
|
|||
Depreciation and amortization expense
|
638
|
|
|
603
|
|
|
593
|
|
|||
Sales, general and other administrative expense
|
138
|
|
|
144
|
|
|
136
|
|
|||
Other operating expenses
|
80
|
|
|
88
|
|
|
81
|
|
|||
Total operating expenses
|
5,641
|
|
|
6,696
|
|
|
5,441
|
|
|||
Impairment losses
|
—
|
|
|
123
|
|
|
16
|
|
|||
(Gain) on sale of assets, net
|
—
|
|
|
(753
|
)
|
|
—
|
|
|||
(Income) from unconsolidated investments in power plants
|
(24
|
)
|
|
(25
|
)
|
|
(30
|
)
|
|||
Income from operations
|
855
|
|
|
1,989
|
|
|
874
|
|
|||
Interest expense
|
628
|
|
|
645
|
|
|
696
|
|
|||
Interest (income)
|
(4
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Debt modification and extinguishment costs
|
40
|
|
|
346
|
|
|
144
|
|
|||
Other (income) expense, net
|
18
|
|
|
21
|
|
|
20
|
|
|||
Income before income taxes
|
173
|
|
|
983
|
|
|
20
|
|
|||
Income tax expense (benefit)
|
(76
|
)
|
|
22
|
|
|
2
|
|
|||
Net income
|
249
|
|
|
961
|
|
|
18
|
|
|||
Net income attributable to the noncontrolling interest
|
(14
|
)
|
|
(15
|
)
|
|
(4
|
)
|
|||
Net income attributable to Calpine
|
$
|
235
|
|
|
$
|
946
|
|
|
$
|
14
|
|
Basic earnings per common share attributable to Calpine:
|
|
|
|
|
|
||||||
Weighted average shares of common stock outstanding (in thousands)
|
362,033
|
|
|
404,837
|
|
|
440,666
|
|
|||
Net income per common share attributable to Calpine — basic
|
$
|
0.65
|
|
|
$
|
2.34
|
|
|
$
|
0.03
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share attributable to Calpine:
|
|
|
|
|
|
||||||
Weighted average shares of common stock outstanding (in thousands)
|
364,886
|
|
|
409,360
|
|
|
444,773
|
|
|||
Net income per common share attributable to Calpine — diluted
|
$
|
0.64
|
|
|
$
|
2.31
|
|
|
$
|
0.03
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
|
$
|
249
|
|
|
$
|
961
|
|
|
$
|
18
|
|
Cash flow hedging activities:
|
|
|
|
|
|
|
||||||
Gain (loss) on cash flow hedges before reclassification adjustment for cash flow hedges realized in net income
|
|
(24
|
)
|
|
(48
|
)
|
|
35
|
|
|||
Reclassification adjustment for loss on cash flow hedges realized in net income
|
|
47
|
|
|
46
|
|
|
51
|
|
|||
Unrealized actuarial gains (losses) arising during period
|
|
—
|
|
|
(4
|
)
|
|
4
|
|
|||
Foreign currency translation loss
|
|
(23
|
)
|
|
(13
|
)
|
|
(10
|
)
|
|||
Income tax expense
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Other comprehensive income (loss)
|
|
—
|
|
|
(19
|
)
|
|
77
|
|
|||
Comprehensive income
|
|
249
|
|
|
942
|
|
|
95
|
|
|||
Comprehensive (income) attributable to the noncontrolling interest
|
|
(15
|
)
|
|
(14
|
)
|
|
(13
|
)
|
|||
Comprehensive income attributable to Calpine
|
|
$
|
234
|
|
|
$
|
928
|
|
|
$
|
82
|
|
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents ($118 and $229 attributable to VIEs)
|
$
|
906
|
|
|
$
|
717
|
|
Accounts receivable, net of allowance of $2 and $4
|
644
|
|
|
648
|
|
||
Inventories
|
475
|
|
|
447
|
|
||
Margin deposits and other prepaid expense
|
137
|
|
|
148
|
|
||
Restricted cash, current ($132 and $106 attributable to VIEs)
|
216
|
|
|
195
|
|
||
Derivative assets, current
|
1,698
|
|
|
2,058
|
|
||
Other current assets
|
19
|
|
|
7
|
|
||
Total current assets
|
4,095
|
|
|
4,220
|
|
||
Property, plant and equipment, net ($4,062 and $4,342 attributable to VIEs)
|
13,012
|
|
|
13,190
|
|
||
Restricted cash, net of current portion ($11 and $48 attributable to VIEs)
|
12
|
|
|
49
|
|
||
Investments in power plants
|
79
|
|
|
95
|
|
||
Long-term derivative assets
|
313
|
|
|
439
|
|
||
Long-term assets held for sale
|
130
|
|
|
—
|
|
||
Other assets ($166 and $164 attributable to VIEs)
|
1,192
|
|
|
385
|
|
||
Total assets
|
$
|
18,833
|
|
|
$
|
18,378
|
|
LIABILITIES & STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
552
|
|
|
$
|
580
|
|
Accrued interest payable
|
129
|
|
|
165
|
|
||
Debt, current portion ($166 and $150 attributable to VIEs)
|
221
|
|
|
199
|
|
||
Derivative liabilities, current
|
1,734
|
|
|
1,782
|
|
||
Other current liabilities
|
412
|
|
|
473
|
|
||
Total current liabilities
|
3,048
|
|
|
3,199
|
|
||
Debt, net of current portion ($3,143 and $3,242 attributable to VIEs)
|
11,868
|
|
|
11,083
|
|
||
Long-term derivative liabilities
|
473
|
|
|
444
|
|
||
Other long-term liabilities
|
277
|
|
|
221
|
|
||
Total liabilities
|
15,666
|
|
|
14,947
|
|
||
|
|
|
|
||||
Commitments and contingencies (see Note 15)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value per share; authorized 100,000,000 shares, none issued and outstanding at December 31, 2015 and 2014
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value per share; authorized 1,400,000,000 shares, 356,755,747 shares issued and 356,662,004 shares outstanding at December 31, 2015, and 502,287,022 shares issued and 381,921,264 shares outstanding at December 31, 2014
|
—
|
|
|
1
|
|
||
Treasury stock, at cost, 93,743 and 120,365,758 shares, respectively
|
(1
|
)
|
|
(2,345
|
)
|
||
Additional paid-in capital
|
9,594
|
|
|
12,440
|
|
||
Accumulated deficit
|
(6,305
|
)
|
|
(6,540
|
)
|
||
Accumulated other comprehensive loss
|
(179
|
)
|
|
(178
|
)
|
||
Total Calpine stockholders’ equity
|
3,109
|
|
|
3,378
|
|
||
Noncontrolling interest
|
58
|
|
|
53
|
|
||
Total stockholders’ equity
|
3,167
|
|
|
3,431
|
|
||
Total liabilities and stockholders’ equity
|
$
|
18,833
|
|
|
$
|
18,378
|
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interest
|
|
Total
Stockholders’
Equity
|
||||||||||||||
Balance, December 31, 2012
|
$
|
1
|
|
|
$
|
(594
|
)
|
|
$
|
12,335
|
|
|
$
|
(7,500
|
)
|
|
$
|
(228
|
)
|
|
$
|
42
|
|
|
$
|
4,056
|
|
Treasury stock transactions
|
—
|
|
|
(636
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(636
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||||
Option exercises
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
4
|
|
|
18
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
9
|
|
|
77
|
|
|||||||
Balance, December 31, 2013
|
$
|
1
|
|
|
$
|
(1,230
|
)
|
|
$
|
12,389
|
|
|
$
|
(7,486
|
)
|
|
$
|
(160
|
)
|
|
$
|
54
|
|
|
$
|
3,568
|
|
Treasury stock transactions
|
—
|
|
|
(1,115
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,115
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||||
Option exercises
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||||
Distribution to the noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
946
|
|
|
—
|
|
|
15
|
|
|
961
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(1
|
)
|
|
(19
|
)
|
|||||||
Balance, December 31, 2014
|
$
|
1
|
|
|
$
|
(2,345
|
)
|
|
$
|
12,440
|
|
|
$
|
(6,540
|
)
|
|
$
|
(178
|
)
|
|
$
|
53
|
|
|
$
|
3,431
|
|
Treasury stock transactions
|
—
|
|
|
(541
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(541
|
)
|
|||||||
Retirement of shares held in treasury
|
(1
|
)
|
|
2,885
|
|
|
(2,885
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||||
Option exercises
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||||
Distribution to the noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
235
|
|
|
—
|
|
|
14
|
|
|
249
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|||||||
Balance, December 31, 2015
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
9,594
|
|
|
$
|
(6,305
|
)
|
|
$
|
(179
|
)
|
|
$
|
58
|
|
|
$
|
3,167
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
249
|
|
|
$
|
961
|
|
|
$
|
18
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
(1)
|
757
|
|
|
649
|
|
|
638
|
|
|||
Debt extinguishment costs
|
6
|
|
|
36
|
|
|
43
|
|
|||
Deferred income taxes
|
(87
|
)
|
|
5
|
|
|
14
|
|
|||
Impairment losses
|
—
|
|
|
123
|
|
|
16
|
|
|||
(Gain) on sale of assets, net
|
—
|
|
|
(753
|
)
|
|
—
|
|
|||
Mark-to-market activity, net
|
110
|
|
|
(353
|
)
|
|
12
|
|
|||
(Income) from unconsolidated investments in power plants
|
(24
|
)
|
|
(25
|
)
|
|
(30
|
)
|
|||
Return on unconsolidated investments in power plants
|
25
|
|
|
13
|
|
|
25
|
|
|||
Stock-based compensation expense
|
26
|
|
|
36
|
|
|
36
|
|
|||
Other
|
7
|
|
|
(4
|
)
|
|
1
|
|
|||
Change in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
169
|
|
|
(87
|
)
|
|
(113
|
)
|
|||
Derivative instruments, net
|
(183
|
)
|
|
(63
|
)
|
|
(7
|
)
|
|||
Other assets
|
(120
|
)
|
|
151
|
|
|
(148
|
)
|
|||
Accounts payable and accrued expenses
|
(221
|
)
|
|
185
|
|
|
(1
|
)
|
|||
Other liabilities
|
149
|
|
|
(20
|
)
|
|
45
|
|
|||
Net cash provided by operating activities
|
863
|
|
|
854
|
|
|
549
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(565
|
)
|
|
(492
|
)
|
|
(575
|
)
|
|||
Proceeds from sale of power plants, interests and other
|
—
|
|
|
1,573
|
|
|
1
|
|
|||
Purchase of Fore River and Guadalupe Energy Centers
|
(1
|
)
|
|
(1,197
|
)
|
|
—
|
|
|||
Purchase of Champion Energy, net of cash acquired
|
(296
|
)
|
|
—
|
|
|
—
|
|
|||
(Increase) decrease in restricted cash
|
18
|
|
|
28
|
|
|
(18
|
)
|
|||
Other
|
3
|
|
|
4
|
|
|
(1
|
)
|
|||
Net cash used in investing activities
|
(841
|
)
|
|
(84
|
)
|
|
(593
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings under CCFC Term Loans and First Lien Term Loans
|
2,137
|
|
|
420
|
|
|
1,587
|
|
|||
Repayments of CCFC Term Loans, CCFC Notes and First Lien Term Loans
|
(1,635
|
)
|
|
(45
|
)
|
|
(1,031
|
)
|
|||
Borrowings under Senior Unsecured Notes
|
650
|
|
|
2,800
|
|
|
—
|
|
|||
Borrowings under First Lien Notes
|
—
|
|
|
—
|
|
|
1,234
|
|
|||
Repayments of First Lien Notes
|
(267
|
)
|
|
(2,920
|
)
|
|
(1,550
|
)
|
|||
Borrowings from project financing, notes payable and other
|
79
|
|
|
79
|
|
|
182
|
|
|||
Repayments of project financing, notes payable and other
|
(232
|
)
|
|
(178
|
)
|
|
(66
|
)
|
|||
Distribution to noncontrolling interest holder
|
(10
|
)
|
|
(15
|
)
|
|
—
|
|
|||
Financing costs
|
(34
|
)
|
|
(56
|
)
|
|
(53
|
)
|
|||
Stock repurchases
|
(529
|
)
|
|
(1,100
|
)
|
|
(623
|
)
|
|||
Proceeds from exercises of stock options
|
8
|
|
|
20
|
|
|
20
|
|
|||
Other
|
—
|
|
|
1
|
|
|
1
|
|
|||
Net cash provided by (used in) financing activities
|
167
|
|
|
(994
|
)
|
|
(299
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
189
|
|
|
(224
|
)
|
|
(343
|
)
|
|||
Cash and cash equivalents, beginning of period
|
717
|
|
|
941
|
|
|
1,284
|
|
|||
Cash and cash equivalents, end of period
|
$
|
906
|
|
|
$
|
717
|
|
|
$
|
941
|
|
CALPINE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
(in millions)
|
|||||||||||
|
|
|
|
|
|
||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest, net of amounts capitalized
|
$
|
620
|
|
|
$
|
610
|
|
|
$
|
672
|
|
Income taxes
|
$
|
21
|
|
|
$
|
23
|
|
|
$
|
24
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Change in capital expenditures included in accounts payable
|
$
|
13
|
|
|
$
|
3
|
|
|
$
|
27
|
|
Additions to property, plant and equipment through capital leases
|
$
|
9
|
|
|
$
|
19
|
|
|
$
|
—
|
|
Retirement of shares held in treasury
|
$
|
2,885
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Includes depreciation and amortization included in commodity revenue, commodity expense and interest expense on our Consolidated Statements of Operations.
|
1.
|
Organization and Operations
|
2.
|
Summary of Significant Accounting Policies
|
As of December 31, 2015
|
|
Ownership Interest
|
|
Property, Plant & Equipment
|
|
Accumulated Depreciation
|
|
Construction in Progress
|
|||||||
(in millions, except percentages)
|
|||||||||||||||
Freestone Energy Center
|
|
75.0
|
%
|
|
$
|
393
|
|
|
$
|
(148
|
)
|
|
$
|
—
|
|
Hidalgo Energy Center
|
|
78.5
|
%
|
|
$
|
256
|
|
|
$
|
(110
|
)
|
|
$
|
—
|
|
•
|
financial institutions and trading companies;
|
•
|
regulated utilities, municipalities, cooperatives, ISOs and other retail power suppliers;
|
•
|
oil, natural gas, chemical and other energy-related industrial companies; and
|
•
|
commercial, industrial and residential retail customers.
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
Current
|
|
Non-Current
|
|
Total
|
|
Current
|
|
Non-Current
|
|
Total
|
||||||||||||
Debt service
|
$
|
28
|
|
|
$
|
8
|
|
|
$
|
36
|
|
|
$
|
10
|
|
|
$
|
25
|
|
|
$
|
35
|
|
Rent reserve
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
Construction/major maintenance
|
50
|
|
|
2
|
|
|
52
|
|
|
54
|
|
|
17
|
|
|
71
|
|
||||||
Security/project/insurance
|
136
|
|
|
—
|
|
|
136
|
|
|
127
|
|
|
5
|
|
|
132
|
|
||||||
Other
|
2
|
|
|
2
|
|
|
4
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||
Total
|
$
|
216
|
|
|
$
|
12
|
|
|
$
|
228
|
|
|
$
|
195
|
|
|
$
|
49
|
|
|
$
|
244
|
|
•
|
power and steam revenue consisting of fixed and variable capacity payments, which are not related to generation including capacity payments received from RTO and ISO capacity auctions, variable payments for power and steam, which are related to generation, retail power revenues, host steam and RECs from our Geysers Assets, other revenues such as RMR Contracts, resource adequacy and certain ancillary service revenues and realized settlements from our marketing, hedging, optimization and trading activities;
|
•
|
mark-to-market revenues from derivative instruments as a result of our marketing, hedging, optimization and trading activities; and
|
•
|
other service revenues.
|
2016
|
$
|
496
|
|
2017
|
433
|
|
|
2018
|
396
|
|
|
2019
|
372
|
|
|
2020
|
325
|
|
|
Thereafter
|
1,644
|
|
|
Total
|
$
|
3,666
|
|
3.
|
Acquisitions and Divestitures
|
Consideration
|
$
|
296
|
|
|
|
||
Identifiable assets acquired and liabilities assumed:
|
|
||
Assets:
|
|
||
Current assets
|
$
|
240
|
|
Property, plant and equipment, net
|
5
|
|
|
Intangible assets
(1)
|
575
|
|
|
Other long-term assets
|
46
|
|
|
Total assets acquired
|
866
|
|
|
Liabilities:
|
|
||
Current liabilities
|
396
|
|
|
Long-term liabilities
|
174
|
|
|
Total liabilities assumed
|
570
|
|
|
Net assets acquired
|
$
|
296
|
|
Plant Name
|
|
Plant Capacity
|
|
Location
|
||
Oneta Energy Center
|
|
1,134
|
|
MW
|
|
Coweta, OK
|
Carville Energy Center
(1)
|
|
501
|
|
MW
|
|
St. Gabriel, LA
|
Decatur Energy Center
|
|
795
|
|
MW
|
|
Decatur, AL
|
Hog Bayou Energy Center
|
|
237
|
|
MW
|
|
Mobile, AL
|
Santa Rosa Energy Center
|
|
225
|
|
MW
|
|
Pace, FL
|
Columbia Energy Center
(1)
|
|
606
|
|
MW
|
|
Calhoun County, SC
|
Total
|
|
3,498
|
|
MW
|
|
|
(1)
|
Indicates combined-cycle cogeneration power plant.
|
4.
|
Property, Plant and Equipment, Net
|
|
2015
|
|
2014
|
|
Depreciable Lives
|
||||
Buildings, machinery and equipment
|
$
|
16,294
|
|
|
$
|
16,059
|
|
|
3 – 47 Years
|
Geothermal properties
|
1,319
|
|
|
1,294
|
|
|
13 – 58 Years
|
||
Other
|
208
|
|
|
203
|
|
|
3 – 47 Years
|
||
|
17,821
|
|
|
17,556
|
|
|
|
||
Less: Accumulated depreciation
|
5,377
|
|
|
4,984
|
|
|
|
||
|
12,444
|
|
|
12,572
|
|
|
|
||
Land
|
120
|
|
|
120
|
|
|
|
||
Construction in progress
|
448
|
|
|
498
|
|
|
|
||
Property, plant and equipment, net
|
$
|
13,012
|
|
|
$
|
13,190
|
|
|
|
5.
|
Variable Interest Entities and Unconsolidated Investments
|
•
|
perform an ongoing reassessment each reporting period of whether we are the primary beneficiary of our VIEs; and
|
•
|
evaluate if an entity is a VIE and whether we are the primary beneficiary whenever any changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of a VIE that most significantly impact the VIE’s economic performance or when there are other changes in the powers held by individual variable interest holders.
|
|
Ownership Interest as of December 31, 2015
|
|
2015
|
|
2014
|
||||
Greenfield LP
|
50%
|
|
$
|
65
|
|
|
$
|
78
|
|
Whitby
|
50%
|
|
14
|
|
|
17
|
|
||
Total investments in power plants
|
|
|
$
|
79
|
|
|
$
|
95
|
|
|
2015
|
|
2014
|
||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
50
|
|
|
$
|
58
|
|
Current assets
|
14
|
|
|
28
|
|
||
Property, plant and equipment, net
|
431
|
|
|
532
|
|
||
Other assets
|
1
|
|
|
2
|
|
||
Total assets
|
$
|
496
|
|
|
$
|
620
|
|
Liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
18
|
|
|
$
|
21
|
|
Current liabilities
|
21
|
|
|
28
|
|
||
Long-term debt
|
251
|
|
|
321
|
|
||
Long-term derivative liabilities
|
43
|
|
|
51
|
|
||
Total liabilities
|
333
|
|
|
421
|
|
||
Member’s interest
|
163
|
|
|
199
|
|
||
Total liabilities and member’s interest
|
$
|
496
|
|
|
$
|
620
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
191
|
|
|
$
|
239
|
|
|
$
|
207
|
|
Operating expenses
|
127
|
|
|
168
|
|
|
128
|
|
|||
Income from operations
|
64
|
|
|
71
|
|
|
79
|
|
|||
Interest expense, net of interest income
|
18
|
|
|
23
|
|
|
24
|
|
|||
Other (income) expense, net
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Net income
|
$
|
46
|
|
|
$
|
48
|
|
|
$
|
58
|
|
6.
|
Debt
|
|
2015
|
|
2014
|
||||
Senior Unsecured Notes
|
$
|
3,450
|
|
|
$
|
2,800
|
|
First Lien Term Loans
|
3,318
|
|
|
2,799
|
|
||
First Lien Notes
|
1,809
|
|
|
2,075
|
|
||
Project financing, notes payable and other
|
1,745
|
|
|
1,810
|
|
||
CCFC Term Loans
|
1,580
|
|
|
1,596
|
|
||
Capital lease obligations
|
187
|
|
|
202
|
|
||
Subtotal
|
12,089
|
|
|
11,282
|
|
||
Less: Current maturities
|
221
|
|
|
199
|
|
||
Total long-term debt
|
$
|
11,868
|
|
|
$
|
11,083
|
|
2016
|
$
|
222
|
|
2017
|
210
|
|
|
2018
|
234
|
|
|
2019
|
1,618
|
|
|
2020
|
1,372
|
|
|
Thereafter
|
8,464
|
|
|
Subtotal
|
12,120
|
|
|
Less: Discount
|
31
|
|
|
Total debt
|
$
|
12,089
|
|
|
Outstanding at December 31,
|
|
Weighted Average
Effective Interest Rates (1) |
||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
2023 Senior Unsecured Notes
|
$
|
1,250
|
|
|
$
|
1,250
|
|
|
5.6
|
%
|
|
5.6
|
%
|
2024 Senior Unsecured Notes
|
650
|
|
|
—
|
|
|
5.7
|
|
|
—
|
|
||
2025 Senior Unsecured Notes
|
1,550
|
|
|
1,550
|
|
|
5.9
|
|
|
5.9
|
|
||
Total Senior Unsecured Notes
|
$
|
3,450
|
|
|
$
|
2,800
|
|
|
|
|
|
(1)
|
Our weighted average interest rate calculation includes the amortization of deferred financing costs.
|
•
|
general unsecured obligations of Calpine;
|
•
|
rank equally in right of payment with all of Calpine’s existing and future senior indebtedness;
|
•
|
effectively subordinated to Calpine’s secured indebtedness to the extent of the value of the collateral securing such indebtedness;
|
•
|
structurally subordinated to any existing and future indebtedness and other liabilities of Calpine’s subsidiaries; and
|
•
|
senior in right of payment to any of Calpine’s subordinated indebtedness.
|
|
Outstanding at December 31,
|
|
Weighted Average
Effective Interest Rates
(1)
|
||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
2018 First Lien Term Loans
|
$
|
—
|
|
|
$
|
1,597
|
|
|
—
|
%
|
|
4.3
|
%
|
2019 First Lien Term Loan
|
808
|
|
|
816
|
|
|
4.4
|
|
|
4.4
|
|
||
2020 First Lien Term Loan
|
382
|
|
|
386
|
|
|
4.3
|
|
|
4.3
|
|
||
2022 First Lien Term Loan
|
1,584
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
||
2023 First Lien Term Loan
|
544
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
||
Total First Lien Term Loans
|
$
|
3,318
|
|
|
$
|
2,799
|
|
|
|
|
|
(1)
|
Our weighted average interest rate calculation includes the amortization of deferred financing costs and debt discount.
|
|
Outstanding at December 31,
|
|
Weighted Average
Effective Interest Rates (2) |
||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
2022 First Lien Notes
|
$
|
746
|
|
|
$
|
745
|
|
|
6.3
|
%
|
|
6.3
|
%
|
2023 First Lien Notes
(1)
|
573
|
|
|
840
|
|
|
8.0
|
|
|
8.0
|
|
||
2024 First Lien Notes
|
490
|
|
|
490
|
|
|
6.0
|
|
|
6.0
|
|
||
Total First Lien Notes
|
$
|
1,809
|
|
|
$
|
2,075
|
|
|
|
|
|
(1)
|
On February 3, 2015, we repurchased approximately
$147 million
of our 2023 First Lien Notes with the proceeds from our 2024 Senior Unsecured Notes, as described in further detail above. In December 2015, we used cash on hand to redeem
10%
of the original aggregate principal amount of our 2023 First Lien Notes, plus accrued and unpaid interest. During the fourth quarter of 2015, we recorded approximately
$7 million
in debt extinguishment costs related to the partial repurchase of our 2023 First Lien Notes.
|
(2)
|
Our weighted average interest rate calculation includes the amortization of deferred financing costs and debt discount.
|
•
|
incur or guarantee additional first lien indebtedness;
|
•
|
enter into certain types of commodity hedge agreements that can be secured by first lien collateral;
|
•
|
enter into sale and leaseback transactions;
|
•
|
create or incur liens; and
|
•
|
consolidate, merge or transfer all or substantially all of our assets and the assets of our restricted subsidiaries on a combined basis.
|
|
Outstanding at
December 31,
|
|
Weighted Average
Effective Interest Rates
(1)
|
||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
Russell City due 2023
|
$
|
534
|
|
|
$
|
591
|
|
|
7.5
|
%
|
|
6.2
|
%
|
Steamboat due 2019
(2)
|
454
|
|
|
407
|
|
|
6.7
|
|
|
6.9
|
|
||
OMEC due 2019
|
315
|
|
|
325
|
|
|
6.9
|
|
|
6.9
|
|
||
Los Esteros due 2023
|
249
|
|
|
275
|
|
|
2.9
|
|
|
3.1
|
|
||
Pasadena
(3)
|
107
|
|
|
122
|
|
|
8.9
|
|
|
8.9
|
|
||
Bethpage Energy Center 3 due 2020-2025
(4)
|
75
|
|
|
82
|
|
|
7.0
|
|
|
7.0
|
|
||
Other
|
11
|
|
|
8
|
|
|
—
|
|
|
—
|
|
||
Total
|
$
|
1,745
|
|
|
$
|
1,810
|
|
|
|
|
|
(1)
|
Our weighted average interest rate calculation includes the amortization of deferred financing costs and debt discount.
|
(2)
|
We refinanced and upsized our Steamboat project debt during the fourth quarter of 2015 which lowered the interest rate and extended the maturity to November 22, 2019.
|
(3)
|
Represents a failed sale-leaseback transaction that is accounted for as financing transaction under U.S. GAAP.
|
(4)
|
Represents a weighted average of first and second lien loans for the weighted average effective interest rates.
|
|
Outstanding at December 31,
|
|
Weighted Average
Effective Interest Rates
(1)
|
||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
CCFC Term Loans
|
$
|
1,580
|
|
|
$
|
1,596
|
|
|
3.4
|
%
|
|
3.4
|
%
|
(1)
|
Our weighted average interest rate calculation includes the amortization of deferred financing costs and debt discount.
|
|
Sale-Leaseback Transactions
(1)
|
|
Capital Lease
|
|
Total
|
||||||
2016
|
$
|
25
|
|
|
$
|
42
|
|
|
$
|
67
|
|
2017
|
17
|
|
|
41
|
|
|
58
|
|
|||
2018
|
21
|
|
|
39
|
|
|
60
|
|
|||
2019
|
21
|
|
|
22
|
|
|
43
|
|
|||
2020
|
21
|
|
|
20
|
|
|
41
|
|
|||
Thereafter
|
63
|
|
|
137
|
|
|
200
|
|
|||
Total minimum lease payments
|
168
|
|
|
301
|
|
|
469
|
|
|||
Less: Amount representing interest
|
61
|
|
|
114
|
|
|
175
|
|
|||
Present value of net minimum lease payments
|
$
|
107
|
|
|
$
|
187
|
|
|
$
|
294
|
|
(1)
|
Amounts are accounted for as financing transactions under U.S. GAAP and are included in our project financing, notes payable and other amounts above.
|
|
2015
|
|
2014
|
||||
Corporate Revolving Facility
|
$
|
316
|
|
|
$
|
223
|
|
CDHI
|
241
|
|
|
214
|
|
||
Various project financing facilities
|
198
|
|
|
207
|
|
||
Total
|
$
|
755
|
|
|
$
|
644
|
|
|
2015
|
|
2014
|
||||||||||||
|
Fair Value
|
|
Carrying
Value
|
|
Fair Value
|
|
Carrying
Value
|
||||||||
Senior Unsecured Notes
|
$
|
3,063
|
|
|
$
|
3,450
|
|
|
$
|
2,832
|
|
|
$
|
2,800
|
|
First Lien Term Loans
|
3,197
|
|
|
3,318
|
|
|
2,769
|
|
|
2,799
|
|
||||
First Lien Notes
|
1,885
|
|
|
1,809
|
|
|
2,247
|
|
|
2,075
|
|
||||
Project financing, notes payable and other
(1)
|
1,653
|
|
|
1,638
|
|
|
1,734
|
|
|
1,688
|
|
||||
CCFC Term Loans
|
1,494
|
|
|
1,580
|
|
|
1,540
|
|
|
1,596
|
|
||||
Total
|
$
|
11,292
|
|
|
$
|
11,795
|
|
|
$
|
11,122
|
|
|
$
|
10,958
|
|
(1)
|
Excludes a lease that is accounted for as a failed sale-leaseback transaction under U.S. GAAP.
|
7.
|
Assets and Liabilities with Recurring Fair Value Measurements
|
|
Assets and Liabilities with Recurring Fair Value Measures as of December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
(1)
|
$
|
1,083
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,083
|
|
Margin deposits
|
89
|
|
|
—
|
|
|
—
|
|
|
89
|
|
||||
Commodity instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity exchange traded futures and swaps contracts
|
1,736
|
|
|
—
|
|
|
—
|
|
|
1,736
|
|
||||
Commodity forward contracts
(2)
|
—
|
|
|
220
|
|
|
54
|
|
|
274
|
|
||||
Interest rate swaps
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Total assets
|
$
|
2,908
|
|
|
$
|
221
|
|
|
$
|
54
|
|
|
$
|
3,183
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Margin deposits posted with us by our counterparties
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35
|
|
Commodity instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity exchange traded futures and swaps contracts
|
1,604
|
|
|
—
|
|
|
—
|
|
|
1,604
|
|
||||
Commodity forward contracts
(2)
|
—
|
|
|
413
|
|
|
100
|
|
|
513
|
|
||||
Interest rate swaps
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
||||
Total liabilities
|
$
|
1,639
|
|
|
$
|
503
|
|
|
$
|
100
|
|
|
$
|
2,242
|
|
|
Assets and Liabilities with Recurring Fair Value Measures as of December 31, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
(1)
|
$
|
896
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
896
|
|
Margin deposits
|
96
|
|
|
—
|
|
|
—
|
|
|
96
|
|
||||
Commodity instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity exchange traded futures and swaps contracts
|
2,134
|
|
|
—
|
|
|
—
|
|
|
2,134
|
|
||||
Commodity forward contracts
(2)
|
—
|
|
|
195
|
|
|
164
|
|
|
359
|
|
||||
Interest rate swaps
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||
Total assets
|
$
|
3,126
|
|
|
$
|
199
|
|
|
$
|
164
|
|
|
$
|
3,489
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Margin deposits posted with us by our counterparties
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47
|
|
Commodity instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity exchange traded futures and swaps contracts
|
1,870
|
|
|
—
|
|
|
—
|
|
|
1,870
|
|
||||
Commodity forward contracts
(2)
|
—
|
|
|
163
|
|
|
79
|
|
|
242
|
|
||||
Interest rate swaps
|
—
|
|
|
114
|
|
|
—
|
|
|
114
|
|
||||
Total liabilities
|
$
|
1,917
|
|
|
$
|
277
|
|
|
$
|
79
|
|
|
$
|
2,273
|
|
(1)
|
As of
December 31, 2015
and
2014
, we had cash equivalents of
$880 million
and
$679 million
included in cash and cash equivalents and
$203 million
and
$217 million
included in restricted cash, respectively.
|
(2)
|
Includes OTC swaps and options.
|
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||||
|
|
December 31, 2015
|
||||||||
|
|
Fair Value, Net Asset
|
|
|
|
Significant Unobservable
|
|
|
||
|
|
(Liability)
|
|
Valuation Technique
|
|
Input
|
|
Range
|
||
|
|
(in millions)
|
|
|
|
|
|
|
||
Power Contracts
|
|
$
|
(54
|
)
|
|
Discounted cash flow
|
|
Market price (per MWh)
|
|
$6.72 — $83.25/MWh
|
Power Congestion Products
|
|
$
|
8
|
|
|
Discounted cash flow
|
|
Market price (per MWh)
|
|
$(11.47) — $12.19/MWh
|
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||||
|
|
December 31, 2014
|
||||||||
|
|
Fair Value, Net Asset
|
|
|
|
Significant Unobservable
|
|
|
||
|
|
(Liability)
|
|
Valuation Technique
|
|
Input
|
|
Range
|
||
|
|
(in millions)
|
|
|
|
|
|
|
||
Power Contracts
|
|
$
|
74
|
|
|
Discounted cash flow
|
|
Market price (per MWh)
|
|
$14.00 — $122.79/MWh
|
Natural Gas Contracts
|
|
$
|
5
|
|
|
Discounted cash flow
|
|
Market price (per MMBtu)
|
|
$1.00 — $10.86/MMBtu
|
Power Congestion Products
|
|
$
|
9
|
|
|
Discounted cash flow
|
|
Market price (per MWh)
|
|
$(19.56) — $19.56/MWh
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, beginning of period
|
$
|
85
|
|
|
$
|
14
|
|
|
$
|
16
|
|
Realized and mark-to-market gains (losses):
|
|
|
|
|
|
||||||
Included in net income:
|
|
|
|
|
|
||||||
Included in operating revenues
(1)
|
218
|
|
|
70
|
|
|
5
|
|
|||
Included in fuel and purchased energy expense
(2)
|
(7
|
)
|
|
5
|
|
|
—
|
|
|||
Purchases, issuances and settlements:
|
|
|
|
|
|
||||||
Purchases
|
(70
|
)
|
|
6
|
|
|
6
|
|
|||
Issuances
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Settlements
|
(29
|
)
|
|
(10
|
)
|
|
(11
|
)
|
|||
Transfers in and/or out of level 3
(3)
:
|
|
|
|
|
|
||||||
Transfers into level 3
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Transfers out of level 3
(5)
|
(243
|
)
|
|
—
|
|
|
—
|
|
|||
Balance, end of period
|
$
|
(46
|
)
|
|
$
|
85
|
|
|
$
|
14
|
|
Change in unrealized gains relating to instruments still held at end of period
|
$
|
211
|
|
|
$
|
75
|
|
|
$
|
5
|
|
(1)
|
For power contracts and other power-related products, included on our Consolidated Statements of Operations.
|
(2)
|
For natural gas contracts, swaps and options, included on our Consolidated Statements of Operations.
|
(3)
|
We transfer amounts among levels of the fair value hierarchy as of the end of each period. There were
no
transfers into or out of level 1 during the years ended
December 31, 2015
,
2014
and
2013
.
|
(4)
|
There were
no
transfers out of level 2 into level 3 for the years ended
December 31, 2015
,
2014
and
2013
.
|
(5)
|
We had
$4 million
in gains transferred out of level 3 into level 2 during the year ended
December 31, 2015
due to changes in market liquidity in various power markets and
$239 million
in gains transferred out of level 3 during the year ended
December 31, 2015
to other assets following the election of the normal purchase normal sales exemption and the discontinuance of derivative accounting treatment as of the date of this election. There were
no
transfers out of level 3 for the years ended
December 31, 2014
and
2013
.
|
8.
|
Derivative Instruments
|
Derivative Instruments
|
|
Notional Amounts
|
||||||
|
2015
|
|
2014
|
|||||
Power (MWh)
|
|
(41
|
)
|
|
(62
|
)
|
||
Natural gas (MMBtu)
|
|
996
|
|
|
291
|
|
||
Environmental credits (Tonnes)
|
|
8
|
|
|
—
|
|
||
Interest rate swaps
|
|
$
|
1,320
|
|
|
$
|
1,431
|
|
|
December 31, 2015
|
||||||||||
|
Commodity
Instruments
|
|
Interest Rate
Swaps
|
|
Total
Derivative
Instruments
|
||||||
Balance Sheet Presentation
|
|
|
|
|
|
||||||
Current derivative assets
|
$
|
1,698
|
|
|
$
|
—
|
|
|
$
|
1,698
|
|
Long-term derivative assets
|
312
|
|
|
1
|
|
|
313
|
|
|||
Total derivative assets
|
$
|
2,010
|
|
|
$
|
1
|
|
|
$
|
2,011
|
|
|
|
|
|
|
|
||||||
Current derivative liabilities
|
$
|
1,697
|
|
|
$
|
37
|
|
|
$
|
1,734
|
|
Long-term derivative liabilities
|
420
|
|
|
53
|
|
|
473
|
|
|||
Total derivative liabilities
|
$
|
2,117
|
|
|
$
|
90
|
|
|
$
|
2,207
|
|
Net derivative assets (liabilities)
|
$
|
(107
|
)
|
|
$
|
(89
|
)
|
|
$
|
(196
|
)
|
|
December 31, 2014
|
||||||||||
|
Commodity
Instruments
|
|
Interest Rate
Swaps
|
|
Total
Derivative
Instruments
|
||||||
Balance Sheet Presentation
|
|
|
|
|
|
||||||
Current derivative assets
|
$
|
2,058
|
|
|
$
|
—
|
|
|
$
|
2,058
|
|
Long-term derivative assets
|
435
|
|
|
4
|
|
|
439
|
|
|||
Total derivative assets
|
$
|
2,493
|
|
|
$
|
4
|
|
|
$
|
2,497
|
|
|
|
|
|
|
|
||||||
Current derivative liabilities
|
$
|
1,738
|
|
|
$
|
44
|
|
|
$
|
1,782
|
|
Long-term derivative liabilities
|
374
|
|
|
70
|
|
|
444
|
|
|||
Total derivative liabilities
|
$
|
2,112
|
|
|
$
|
114
|
|
|
$
|
2,226
|
|
Net derivative assets (liabilities)
|
$
|
381
|
|
|
$
|
(110
|
)
|
|
$
|
271
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Fair Value
of Derivative
Assets
|
|
Fair Value
of Derivative
Liabilities
|
|
Fair Value
of Derivative
Assets
|
|
Fair Value
of Derivative
Liabilities
|
||||||||
Derivatives designated as cash flow hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
1
|
|
|
$
|
92
|
|
|
$
|
4
|
|
|
$
|
112
|
|
Total derivatives designated as cash flow hedging instruments
|
$
|
1
|
|
|
$
|
92
|
|
|
$
|
4
|
|
|
$
|
112
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity instruments
|
$
|
2,010
|
|
|
$
|
2,117
|
|
|
$
|
2,493
|
|
|
$
|
2,112
|
|
Interest rate swaps
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
2
|
|
||||
Total derivatives not designated as hedging instruments
|
$
|
2,010
|
|
|
$
|
2,115
|
|
|
$
|
2,493
|
|
|
$
|
2,114
|
|
Total derivatives
|
$
|
2,011
|
|
|
$
|
2,207
|
|
|
$
|
2,497
|
|
|
$
|
2,226
|
|
|
|
December 31, 2015
|
||||||||||||||
|
|
Gross Amounts Not Offset on the Consolidated Balance Sheets
|
||||||||||||||
|
|
Gross Amounts Presented on our Consolidated Balance Sheets
|
|
Derivative Asset (Liability) not Offset on the Consolidated Balance Sheets
|
|
Margin/Cash (Received) Posted
(1)
|
|
Net Amount
|
||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Commodity exchange traded futures and swaps contracts
|
|
$
|
1,736
|
|
|
$
|
(1,602
|
)
|
|
$
|
(134
|
)
|
|
$
|
—
|
|
Commodity forward contracts
|
|
274
|
|
|
(202
|
)
|
|
(3
|
)
|
|
69
|
|
||||
Interest rate swaps
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Total derivative assets
|
|
$
|
2,011
|
|
|
$
|
(1,804
|
)
|
|
$
|
(137
|
)
|
|
$
|
70
|
|
Derivative (liabilities):
|
|
|
|
|
|
|
|
|
||||||||
Commodity exchange traded futures and swaps contracts
|
|
$
|
(1,604
|
)
|
|
$
|
1,602
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Commodity forward contracts
|
|
(513
|
)
|
|
202
|
|
|
3
|
|
|
(308
|
)
|
||||
Interest rate swaps
|
|
(90
|
)
|
|
—
|
|
|
—
|
|
|
(90
|
)
|
||||
Total derivative (liabilities)
|
|
$
|
(2,207
|
)
|
|
$
|
1,804
|
|
|
$
|
5
|
|
|
$
|
(398
|
)
|
Net derivative assets (liabilities)
|
|
$
|
(196
|
)
|
|
$
|
—
|
|
|
$
|
(132
|
)
|
|
$
|
(328
|
)
|
|
|
December 31, 2014
|
||||||||||||||
|
|
Gross Amounts Not Offset on the Consolidated Balance Sheets
|
||||||||||||||
|
|
Gross Amounts Presented on our Consolidated Balance Sheets
|
|
Derivative Asset (Liability) not Offset on the Consolidated Balance Sheets
|
|
Margin/Cash (Received) Posted
(1)
|
|
Net Amount
|
||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Commodity exchange traded futures and swaps contracts
|
|
$
|
2,134
|
|
|
$
|
(1,865
|
)
|
|
$
|
(269
|
)
|
|
$
|
—
|
|
Commodity forward contracts
|
|
359
|
|
|
(222
|
)
|
|
—
|
|
|
137
|
|
||||
Interest rate swaps
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Total derivative assets
|
|
$
|
2,497
|
|
|
$
|
(2,087
|
)
|
|
$
|
(269
|
)
|
|
$
|
141
|
|
Derivative (liabilities):
|
|
|
|
|
|
|
|
|
||||||||
Commodity exchange traded futures and swaps contracts
|
|
$
|
(1,870
|
)
|
|
$
|
1,865
|
|
|
$
|
5
|
|
|
$
|
—
|
|
Commodity forward contracts
|
|
(242
|
)
|
|
222
|
|
|
10
|
|
|
(10
|
)
|
||||
Interest rate swaps
|
|
(114
|
)
|
|
—
|
|
|
—
|
|
|
(114
|
)
|
||||
Total derivative (liabilities)
|
|
$
|
(2,226
|
)
|
|
$
|
2,087
|
|
|
$
|
15
|
|
|
$
|
(124
|
)
|
Net derivative assets (liabilities)
|
|
$
|
271
|
|
|
$
|
—
|
|
|
$
|
(254
|
)
|
|
$
|
17
|
|
(1)
|
Negative balances represent margin deposits posted with us by our counterparties related to our derivative activities that are subject to a master netting arrangement. Positive balances reflect margin deposits and natural gas and power prepayments posted by us with our counterparties related to our derivative activities that are subject to a master netting arrangement. See Note 9 for a further discussion of our collateral.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Realized gain (loss)
(1)(2)
|
|
|
|
|
|
||||||
Commodity derivative instruments
|
$
|
450
|
|
|
$
|
110
|
|
|
$
|
86
|
|
Total realized gain (loss)
|
$
|
450
|
|
|
$
|
110
|
|
|
$
|
86
|
|
|
|
|
|
|
|
||||||
Mark-to-market gain (loss)
(3)
|
|
|
|
|
|
||||||
Commodity derivative instruments
|
$
|
(113
|
)
|
|
$
|
342
|
|
|
$
|
(14
|
)
|
Interest rate swaps
|
3
|
|
|
11
|
|
|
2
|
|
|||
Total mark-to-market gain (loss)
|
$
|
(110
|
)
|
|
$
|
353
|
|
|
$
|
(12
|
)
|
Total activity, net
|
$
|
340
|
|
|
$
|
463
|
|
|
$
|
74
|
|
(1)
|
Does not include the realized value associated with derivative instruments that settle through physical delivery.
|
(2)
|
Includes amortization of acquisition date fair value of derivative activity related the acquisition of Champion Energy.
|
(3)
|
In addition to changes in market value on derivatives not designated as hedges, changes in mark-to-market gain (loss) also includes de-designation of interest rate swap cash flow hedges and related reclassification from AOCI into earnings, hedge ineffectiveness and adjustments to reflect changes in credit default risk exposure.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Realized and mark-to-market gain (loss)
|
|
|
|
|
|
||||||
Derivatives contracts included in operating revenues
(1)
|
$
|
528
|
|
|
$
|
384
|
|
|
$
|
(119
|
)
|
Derivatives contracts included in fuel and purchased energy expense
(1)
|
(191
|
)
|
|
68
|
|
|
191
|
|
|||
Interest rate swaps included in interest expense
|
3
|
|
|
11
|
|
|
2
|
|
|||
Total activity, net
|
$
|
340
|
|
|
$
|
463
|
|
|
$
|
74
|
|
(1)
|
Does not include the realized value associated with derivative instruments that settle through physical delivery.
|
|
Gains (Loss) Recognized in
OCI (Effective Portion)
|
|
Gain (Loss) Reclassified from
AOCI into Income (Effective
Portion)
(3)(4)
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
Affected Line Item on the Consolidated Statements of Operations
|
||||||||||||
Interest rate swaps
(1)(2)
|
$
|
23
|
|
|
$
|
(2
|
)
|
|
$
|
86
|
|
|
$
|
(47
|
)
|
|
$
|
(46
|
)
|
|
$
|
(51
|
)
|
|
Interest expense
|
(1)
|
We did not record any material gain (loss) on hedge ineffectiveness related to our interest rate swaps designated as cash flow hedges during the years ended
December 31, 2015
,
2014
and
2013
.
|
(2)
|
We recorded income tax expense of
nil
for each of the years ended
December 31, 2015
and
2014
, and an income tax expense of
$3 million
for the year ended
December 31, 2013
, in AOCI related to our cash flow hedging activities.
|
(3)
|
Cumulative cash flow hedge losses attributable to Calpine, net of tax, remaining in AOCI were
$127 million
,
$149 million
and
$148 million
at
December 31, 2015
,
2014
and
2013
, respectively. Cumulative cash flow hedge losses attributable to the noncontrolling interest, net of tax, remaining in AOCI were
$11 million
, $
12 million
and $
11 million
at
December 31, 2015
,
2014
and
2013
, respectively.
|
(4)
|
Includes losses of
$10 million
and
$12 million
that were reclassified from AOCI to interest expense for the years ended
December 31, 2014
and
2013
, respectively, where the hedged transactions are no longer expected to occur.
|
9.
|
Use of Collateral
|
|
2015
|
|
2014
|
||||
Margin deposits
(1)
|
$
|
89
|
|
|
$
|
96
|
|
Natural gas and power prepayments
|
34
|
|
|
22
|
|
||
Total margin deposits and natural gas and power prepayments with our counterparties
(2)
|
$
|
123
|
|
|
$
|
118
|
|
|
|
|
|
||||
Letters of credit issued
|
$
|
600
|
|
|
$
|
450
|
|
First priority liens under power and natural gas agreements
(3)
|
382
|
|
|
48
|
|
||
First priority liens under interest rate swap agreements
|
92
|
|
|
116
|
|
||
Total letters of credit and first priority liens with our counterparties
|
$
|
1,074
|
|
|
$
|
614
|
|
|
|
|
|
||||
Margin deposits posted with us by our counterparties
(1)(4)
|
$
|
35
|
|
|
$
|
47
|
|
Letters of credit posted with us by our counterparties
|
24
|
|
|
61
|
|
||
Total margin deposits and letters of credit posted with us by our counterparties
|
$
|
59
|
|
|
$
|
108
|
|
(1)
|
Balances are subject to master netting arrangements and presented on a gross basis on our Consolidated Balance Sheets. We do not offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement for financial statement presentation, and we do not offset amounts recognized for the right to reclaim, or the obligation to return, cash collateral with corresponding derivative instrument fair values. See Note 8 for further discussion of our derivative instruments subject to master netting arrangements.
|
(2)
|
At
December 31, 2015
and
2014
,
$101 million
and
$109 million
, respectively, were included in margin deposits and other prepaid expense and
$22 million
and
$9 million
, respectively, were included in other assets on our Consolidated Balance Sheets.
|
(3)
|
Includes
$345 million
related to first priority liens under power supply contracts associated with our retail hedging activities.
|
(4)
|
Included in other current liabilities on our Consolidated Balance Sheets.
|
10.
|
Income Taxes
|
|
2015
|
|
2014
|
|
2013
|
||||||
U.S.
|
$
|
133
|
|
|
$
|
942
|
|
|
$
|
(13
|
)
|
International
|
26
|
|
|
26
|
|
|
29
|
|
|||
Total
|
$
|
159
|
|
|
$
|
968
|
|
|
$
|
16
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
State
|
10
|
|
|
19
|
|
|
(9
|
)
|
|||
Foreign
|
2
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Total current
|
11
|
|
|
17
|
|
|
(12
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(21
|
)
|
|
—
|
|
|
1
|
|
|||
State
|
1
|
|
|
(1
|
)
|
|
4
|
|
|||
Foreign
|
(67
|
)
|
|
6
|
|
|
9
|
|
|||
Total deferred
|
(87
|
)
|
|
5
|
|
|
14
|
|
|||
Total income tax expense (benefit)
|
$
|
(76
|
)
|
|
$
|
22
|
|
|
$
|
2
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Federal statutory tax expense (benefit) rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State tax expense (benefit), net of federal benefit
|
5.1
|
|
|
1.9
|
|
|
(69.8
|
)
|
Depletion in excess of basis
|
—
|
|
|
(0.3
|
)
|
|
(14.7
|
)
|
Valuation allowances against future tax benefits
|
(46.3
|
)
|
|
(35.8
|
)
|
|
89.8
|
|
Valuation allowance related to foreign taxes
|
(49.4
|
)
|
|
—
|
|
|
(19.8
|
)
|
Distributions from foreign affiliates and foreign taxes
|
3.1
|
|
|
1.2
|
|
|
(10.8
|
)
|
Intraperiod allocation
|
—
|
|
|
—
|
|
|
4.5
|
|
Change in unrecognized tax benefits
|
1.2
|
|
|
(0.4
|
)
|
|
(30.1
|
)
|
Disallowed compensation
|
3.1
|
|
|
0.1
|
|
|
11.7
|
|
Stock-based compensation
|
0.6
|
|
|
0.1
|
|
|
8.6
|
|
Lobbying contributions
|
0.5
|
|
|
0.1
|
|
|
3.3
|
|
Other differences
|
(0.7
|
)
|
|
0.4
|
|
|
4.8
|
|
Effective income tax expense (benefit) rate
|
(47.8
|
)%
|
|
2.3
|
%
|
|
12.5
|
%
|
|
2015
(1)
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
NOL and credit carryforwards
|
$
|
2,842
|
|
|
$
|
2,873
|
|
Taxes related to risk management activities and derivatives
|
53
|
|
|
61
|
|
||
Reorganization items and impairments
|
212
|
|
|
216
|
|
||
Foreign capital losses
|
—
|
|
|
16
|
|
||
Deferred tax assets before valuation allowance
|
3,107
|
|
|
3,166
|
|
||
Valuation allowance
|
(1,637
|
)
|
|
(1,836
|
)
|
||
Total deferred tax assets
|
1,470
|
|
|
1,330
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(1,377
|
)
|
|
(1,305
|
)
|
||
Other differences
|
(3
|
)
|
|
(21
|
)
|
||
Total deferred tax liabilities
|
(1,380
|
)
|
|
(1,326
|
)
|
||
Net deferred tax asset
|
90
|
|
|
4
|
|
||
Less: Current portion deferred tax liability
|
—
|
|
|
(14
|
)
|
||
Less: Non-current deferred tax liability
|
—
|
|
|
(1
|
)
|
||
Deferred income tax asset, non-current
|
$
|
90
|
|
|
$
|
19
|
|
(1)
|
We prospectively early adopted Accounting Standards Update 2015-17 during the fourth quarter of 2015 which requires the presentation of deferred tax assets and liabilities as non-current in our Consolidated Balance Sheet. See Note 2 for further information regarding the adoption of Accounting Standards Update 2015-17.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, beginning of period
|
$
|
(56
|
)
|
|
$
|
(68
|
)
|
|
$
|
(92
|
)
|
Increases related to prior year tax positions
|
—
|
|
|
(4
|
)
|
|
(7
|
)
|
|||
Decreases related to prior year tax positions
|
3
|
|
|
8
|
|
|
8
|
|
|||
Increases related to current year tax positions
|
(5
|
)
|
|
—
|
|
|
—
|
|
|||
Decreases related to settlements
|
—
|
|
|
8
|
|
|
10
|
|
|||
Decrease related to lapse of statute of limitations
|
—
|
|
|
—
|
|
|
13
|
|
|||
Balance, end of period
|
$
|
(58
|
)
|
|
$
|
(56
|
)
|
|
$
|
(68
|
)
|
11.
|
Earnings per Share
|
|
2015
|
|
2014
|
|
2013
|
|||
Share-based awards
|
5,340
|
|
|
2,859
|
|
|
5,062
|
|
12.
|
Stock-Based Compensation
|
|
Number of
Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted
Average
Remaining
Term
(in years)
|
|
Aggregate
Intrinsic Value
(in millions)
|
|||||
Outstanding — December 31, 2014
|
11,086,320
|
|
|
$
|
18.82
|
|
|
2.0
|
|
$
|
43
|
|
Exercised
|
1,153,680
|
|
|
$
|
13.70
|
|
|
|
|
|
||
Expired
|
6,877,468
|
|
|
$
|
21.98
|
|
|
|
|
|
||
Outstanding — December 31, 2015
|
3,055,172
|
|
|
$
|
13.62
|
|
|
3.9
|
|
$
|
5
|
|
Exercisable — December 31, 2015
|
3,055,172
|
|
|
$
|
13.62
|
|
|
3.9
|
|
$
|
5
|
|
Vested and expected to vest – December 31, 2015
|
3,055,172
|
|
|
$
|
13.62
|
|
|
3.9
|
|
$
|
5
|
|
|
Number of
Restricted
Stock Awards
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||
Nonvested — December 31, 2014
|
4,201,868
|
|
|
$
|
18.01
|
|
Granted
|
1,614,378
|
|
|
$
|
21.25
|
|
Forfeited
|
325,608
|
|
|
$
|
19.66
|
|
Vested
|
1,962,368
|
|
|
$
|
16.99
|
|
Nonvested — December 31, 2015
|
3,528,270
|
|
|
$
|
19.91
|
|
|
Number of
Performance Share Units
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||
Nonvested — December 31, 2014
|
867,479
|
|
|
$
|
21.93
|
|
Granted
|
365,667
|
|
|
$
|
23.91
|
|
Forfeited
|
113,993
|
|
|
$
|
22.38
|
|
Vested
|
601,247
|
|
|
$
|
21.82
|
|
Nonvested — December 31, 2015
|
517,906
|
|
|
$
|
23.36
|
|
13.
|
Defined Contribution and Defined Benefit Plans
|
14.
|
Capital Structure
|
|
Shares
Issued
|
|
Shares
Held in
Treasury
|
|
Shares
Outstanding
|
|||
Balance, December 31, 2012
|
492,495,100
|
|
|
(35,446,130
|
)
|
|
457,048,970
|
|
Shares issued under Calpine Equity Incentive Plans
|
5,345,956
|
|
|
(2,323,828
|
)
|
|
3,022,128
|
|
Share repurchase program
|
—
|
|
|
(31,032,110
|
)
|
|
(31,032,110
|
)
|
Balance, December 31, 2013
|
497,841,056
|
|
|
(68,802,068
|
)
|
|
429,038,988
|
|
Shares issued under Calpine Equity Incentive Plans
|
4,445,966
|
|
|
(1,879,167
|
)
|
|
2,566,799
|
|
Share repurchase program
|
—
|
|
|
(49,684,523
|
)
|
|
(49,684,523
|
)
|
Balance, December 31, 2014
|
502,287,022
|
|
|
(120,365,758
|
)
|
|
381,921,264
|
|
Shares issued under Calpine Equity Incentive Plans
|
2,431,236
|
|
|
(1,089,328
|
)
|
|
1,341,908
|
|
Share repurchase program
|
—
|
|
|
(26,601,168
|
)
|
|
(26,601,168
|
)
|
Retirement of shares held in treasury
|
(147,962,511
|
)
|
|
147,962,511
|
|
|
—
|
|
Balance, December 31, 2015
|
356,755,747
|
|
|
(93,743
|
)
|
|
356,662,004
|
|
15.
|
Commitments and Contingencies
|
|
Initial
Year
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Land and other operating leases
|
various
|
|
$
|
16
|
|
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
199
|
|
|
$
|
275
|
|
Power plant operating lease
|
2000
|
|
22
|
|
|
22
|
|
|
22
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|||||||
Total leases
|
|
|
$
|
38
|
|
|
$
|
37
|
|
|
$
|
37
|
|
|
$
|
45
|
|
|
$
|
15
|
|
|
$
|
199
|
|
|
$
|
371
|
|
2016
|
$
|
13
|
|
2017
|
13
|
|
|
2018
|
13
|
|
|
2019
|
12
|
|
|
2020
|
10
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
61
|
|
2016
|
$
|
255
|
|
2017
|
145
|
|
|
2018
|
124
|
|
|
2019
|
95
|
|
|
2020
|
85
|
|
|
Thereafter
|
628
|
|
|
Total
|
$
|
1,332
|
|
Guarantee Commitments
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Guarantee of subsidiary debt
(1)
|
|
$
|
36
|
|
|
$
|
26
|
|
|
$
|
31
|
|
|
$
|
30
|
|
|
$
|
30
|
|
|
$
|
118
|
|
|
$
|
271
|
|
Standby letters of credit
(2)(3)(5)
|
|
656
|
|
|
40
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
38
|
|
|
755
|
|
|||||||
Surety bonds
(4)(5)(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|||||||
Total
|
|
$
|
692
|
|
|
$
|
66
|
|
|
$
|
31
|
|
|
$
|
51
|
|
|
$
|
30
|
|
|
$
|
161
|
|
|
$
|
1,031
|
|
(1)
|
Represents Calpine Corporation guarantees of certain power plant capital leases and related interest. All guaranteed capital leases are recorded on our Consolidated Balance Sheets.
|
(2)
|
The standby letters of credit disclosed above represent those disclosed in Note 6.
|
(3)
|
Letters of credit are renewed annually and as such all amounts are reflected in the year of letter of credit expiration. The related commercial obligations extend for multiple years, therefore, renewal of the letter of credit will likely follow the term of the associated commercial obligation.
|
(4)
|
The majority of surety bonds do not have expiration or cancellation dates.
|
(5)
|
These are contingent off balance sheet obligations.
|
(6)
|
As of
December 31, 2015
,
no
cash collateral is outstanding related to these bonds.
|
16.
|
Segment and Significant Customer Information
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
West
|
|
Texas
|
|
East
|
|
Consolidation
and
Elimination
|
|
Total
|
||||||||||
Revenues from external customers
|
$
|
2,089
|
|
|
$
|
2,344
|
|
|
$
|
2,039
|
|
|
$
|
—
|
|
|
$
|
6,472
|
|
Intersegment revenues
|
5
|
|
|
15
|
|
|
8
|
|
|
(28
|
)
|
|
—
|
|
|||||
Total operating revenues
|
$
|
2,094
|
|
|
$
|
2,359
|
|
|
$
|
2,047
|
|
|
$
|
(28
|
)
|
|
$
|
6,472
|
|
Commodity Margin
|
$
|
1,106
|
|
|
$
|
736
|
|
|
$
|
944
|
|
|
$
|
—
|
|
|
$
|
2,786
|
|
Add: Mark-to-market commodity activity, net and other
(1)
|
160
|
|
|
(120
|
)
|
|
(92
|
)
|
|
(29
|
)
|
|
(81
|
)
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Plant operating expense
|
416
|
|
|
338
|
|
|
292
|
|
|
(28
|
)
|
|
1,018
|
|
|||||
Depreciation and amortization expense
|
250
|
|
|
204
|
|
|
184
|
|
|
—
|
|
|
638
|
|
|||||
Sales, general and other administrative expense
|
35
|
|
|
63
|
|
|
40
|
|
|
—
|
|
|
138
|
|
|||||
Other operating expenses
|
37
|
|
|
9
|
|
|
36
|
|
|
(2
|
)
|
|
80
|
|
|||||
(Income) from unconsolidated investments in power plants
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|||||
Income from operations
|
528
|
|
|
2
|
|
|
324
|
|
|
1
|
|
|
855
|
|
|||||
Interest expense, net of interest income
|
|
|
|
|
|
|
|
|
624
|
|
|||||||||
Debt modification and extinguishment costs and other (income) expense, net
|
|
|
|
|
|
|
|
|
58
|
|
|||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
$
|
173
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
|
West
|
|
Texas
|
|
East
|
|
Consolidation
and
Elimination
|
|
Total
|
||||||||||
Revenues from external customers
|
$
|
2,352
|
|
|
$
|
3,229
|
|
|
$
|
2,449
|
|
|
$
|
—
|
|
|
$
|
8,030
|
|
Intersegment revenues
|
6
|
|
|
23
|
|
|
47
|
|
|
(76
|
)
|
|
—
|
|
|||||
Total operating revenues
|
$
|
2,358
|
|
|
$
|
3,252
|
|
|
$
|
2,496
|
|
|
$
|
(76
|
)
|
|
$
|
8,030
|
|
Commodity Margin
(2)
|
$
|
1,050
|
|
|
$
|
760
|
|
|
$
|
949
|
|
|
$
|
—
|
|
|
$
|
2,759
|
|
Add: Mark-to-market commodity activity, net and other
(1)
|
220
|
|
|
142
|
|
|
48
|
|
|
(31
|
)
|
|
379
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Plant operating expense
|
385
|
|
|
313
|
|
|
302
|
|
|
(31
|
)
|
|
969
|
|
|||||
Depreciation and amortization expense
|
245
|
|
|
191
|
|
|
168
|
|
|
(1
|
)
|
|
603
|
|
|||||
Sales, general and other administrative expense
|
41
|
|
|
64
|
|
|
39
|
|
|
—
|
|
|
144
|
|
|||||
Other operating expenses
|
50
|
|
|
5
|
|
|
32
|
|
|
1
|
|
|
88
|
|
|||||
Impairment losses
|
—
|
|
|
—
|
|
|
123
|
|
|
—
|
|
|
123
|
|
|||||
(Gain) on sale of assets, net
|
—
|
|
|
—
|
|
|
(753
|
)
|
|
—
|
|
|
(753
|
)
|
|||||
(Income) from unconsolidated investments in power plants
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|||||
Income from operations
|
549
|
|
|
329
|
|
|
1,111
|
|
|
—
|
|
|
1,989
|
|
|||||
Interest expense, net of interest income
|
|
|
|
|
|
|
|
|
639
|
|
|||||||||
Debt extinguishment costs and other (income) expense, net
|
|
|
|
|
|
|
|
|
367
|
|
|||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
$
|
983
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
|
West
|
|
Texas
|
|
East
|
|
Consolidation
and
Elimination
|
|
Total
|
||||||||||
Revenues from external customers
|
$
|
1,937
|
|
|
$
|
2,347
|
|
|
$
|
2,017
|
|
|
$
|
—
|
|
|
$
|
6,301
|
|
Intersegment revenues
|
5
|
|
|
(4
|
)
|
|
117
|
|
|
(118
|
)
|
|
—
|
|
|||||
Total operating revenues
|
$
|
1,942
|
|
|
$
|
2,343
|
|
|
$
|
2,134
|
|
|
$
|
(118
|
)
|
|
$
|
6,301
|
|
Commodity Margin
(2)
|
$
|
1,020
|
|
|
$
|
632
|
|
|
$
|
916
|
|
|
$
|
—
|
|
|
$
|
2,568
|
|
Add: Mark-to-market commodity activity, net and other
(1)
|
(50
|
)
|
|
51
|
|
|
27
|
|
|
(31
|
)
|
|
(3
|
)
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Plant operating expense
|
365
|
|
|
269
|
|
|
292
|
|
|
(31
|
)
|
|
895
|
|
|||||
Depreciation and amortization expense
|
227
|
|
|
165
|
|
|
203
|
|
|
(2
|
)
|
|
593
|
|
|||||
Sales, general and other administrative expense
|
37
|
|
|
56
|
|
|
42
|
|
|
1
|
|
|
136
|
|
|||||
Other operating expenses
|
45
|
|
|
3
|
|
|
33
|
|
|
—
|
|
|
81
|
|
|||||
Impairment losses
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
(Income) from unconsolidated investments in power plants
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(30
|
)
|
|||||
Income from operations
|
280
|
|
|
190
|
|
|
403
|
|
|
1
|
|
|
874
|
|
|||||
Interest expense, net of interest income
|
|
|
|
|
|
|
|
|
690
|
|
|||||||||
Debt extinguishment costs and other (income) expense, net
|
|
|
|
|
|
|
|
|
164
|
|
|||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
$
|
20
|
|
(1)
|
Includes
$(2) million
,
$(5) million
and
$6 million
of lease levelization and
$20 million
,
$14 million
and
$14 million
of amortization expense for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
(2)
|
Our East segment includes Commodity Margin of $
81 million
and $
152 million
for the years ended
December 31, 2014
and
2013
, respectively, related to the
six
power plants in our East segment that were sold in July 2014.
|
17.
|
Quarterly Consolidated Financial Data (unaudited)
|
|
Quarter Ended
|
||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
|
(in millions, except per share amounts)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
1,436
|
|
|
$
|
1,948
|
|
|
$
|
1,442
|
|
|
$
|
1,646
|
|
Income from operations
|
$
|
22
|
|
|
$
|
466
|
|
|
$
|
201
|
|
|
$
|
166
|
|
Net income (loss) attributable to Calpine
|
$
|
(47
|
)
|
|
$
|
273
|
|
|
$
|
19
|
|
|
$
|
(10
|
)
|
Net income (loss) per common share attributable to Calpine — Basic
|
$
|
(0.13
|
)
|
|
$
|
0.77
|
|
|
$
|
0.05
|
|
|
$
|
(0.03
|
)
|
Net income (loss) per common share attributable to Calpine — Diluted
|
$
|
(0.13
|
)
|
|
$
|
0.76
|
|
|
$
|
0.05
|
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
1,939
|
|
|
$
|
2,187
|
|
|
$
|
1,939
|
|
|
$
|
1,965
|
|
Income from operations
|
$
|
390
|
|
|
$
|
1,126
|
|
|
$
|
329
|
|
|
$
|
144
|
|
Net income (loss) attributable to Calpine
|
$
|
210
|
|
|
$
|
614
|
|
|
$
|
139
|
|
|
$
|
(17
|
)
|
Net income (loss) per common share attributable to Calpine — Basic
|
$
|
0.55
|
|
|
$
|
1.54
|
|
|
$
|
0.33
|
|
|
$
|
(0.04
|
)
|
Net income (loss) per common share attributable to Calpine — Diluted
|
$
|
0.54
|
|
|
$
|
1.52
|
|
|
$
|
0.33
|
|
|
$
|
(0.04
|
)
|
Description
|
Balance at
Beginning
of Year
|
|
Charged to
Expense
|
|
Charged to Other Accounts
|
|
Deductions
|
|
Balance at
End of Year
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
4
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Deferred tax asset valuation allowance
|
1,836
|
|
|
(199
|
)
|
|
—
|
|
|
—
|
|
|
1,637
|
|
|||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
5
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Deferred tax asset valuation allowance
|
2,246
|
|
|
(410
|
)
|
|
—
|
|
|
—
|
|
|
1,836
|
|
|||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
6
|
|
|
$
|
4
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
5
|
|
Deferred tax asset valuation allowance
|
2,222
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
2,246
|
|
Exhibit
Number
|
|
Description
|
2.1
|
|
Debtors’ Sixth Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code (incorporated by reference to Exhibit 2.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 27, 2007).
|
|
|
|
2.2
|
|
Findings of Fact, Conclusions of Law, and Order Confirming Sixth Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the U.S. Bankruptcy Code (incorporated by reference to Exhibit 2.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 27, 2007).
|
|
|
|
2.3
|
|
Purchase and Sale Agreement by and between Riverside Energy Center, LLC and Calpine Development Holdings, Inc., as Sellers and Public Service Company of Colorado, as Purchaser dated as of April 2, 2010 (incorporated by reference to Exhibit 10.1 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed with the SEC on July 30, 2010).**
,
††
|
|
|
|
2.4
|
|
Purchase Agreement by and among Pepco Holdings, Inc., Conectiv, LLC, Conectiv Energy Holding Company, LLC and New Development Holdings, LLC dated as of April 20, 2010 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on July 8, 2010).**
|
|
|
|
2.5
|
|
Purchase and Sale Agreement, dated April 17, 2014, among Calpine Corporation, Calpine Project Holdings, Inc., Calgen Expansion Company, LLC and NatGen Southeast Power LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on February 1, 2008).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Company (as amended through May 13, 2015) (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2015).
|
|
|
|
4.1
|
|
Indenture, dated January 14, 2011, among Calpine Corporation, the guarantors party thereto and Wilmington Trust Company, as trustee, including the form of the 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on January 14 , 2011).
|
|
|
|
4.2
|
|
Registration Rights Agreement, dated January 31, 2008, among the Company and each Participating Shareholder named therein (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on February 6, 2008).
|
|
|
|
4.3
|
|
First Supplemental Indenture dated as of April 26, 2011, among each of New Development Holdings, LLC, Calpine Mid-Atlantic Energy, LLC, Calpine Mid-Atlantic Operating, LLC, Calpine Bethlehem, LLC, Calpine New Jersey Generation, LLC, Calpine Mid-Atlantic Generation, LLC, Calpine Solar, LLC, Calpine Vineland Solar, LLC and Calpine Mid-Atlantic Marketing, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.6 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on April 29, 2011).
|
|
|
|
4.4
|
|
Second Supplemental Indenture dated as of July 22, 2011, among each of Deer Park Energy Center LLC, Deer Park Holdings, LLC, Metcalf Energy Center, LLC, Metcalf Holdings, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.5 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on July 29, 2011).
|
|
|
|
4.5
|
|
Third Supplemental Indenture dated as of August 20, 2012, among each of Calpine Energy Services GP, LLC and Calpine Energy Services LP, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.5 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed with the SEC on November 6, 2012).
|
|
|
|
Exhibit
Number
|
|
Description
|
4.6
|
|
Fourth Supplemental Indenture dated as of November 26, 2012, among each of South Point Holdings, LLC, South Point Energy Center, LLC, Broad River Energy LLC, South Point OL-1, LLC, South Point OL-2, LLC, South Point OL-3, LLC, South Point OL-4, LLC, Broad River OL-1, LLC, Broad River OL-2, LLC, Broad River OL-3, LLC and Broad River OL-4, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.28 to Calpine’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on February 13, 2013).
|
|
|
|
4.7
|
|
Indenture dated as of October 31, 2013, for the senior secured notes due 2022 among each of Calpine Corporation, the guarantors party thereto and Wilmington Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on October 31, 2013).
|
|
|
|
4.8
|
|
Indenture dated as of October 31, 2013, for the senior secured notes due 2024 among each of Calpine Corporation, the guarantors party thereto and Wilmington Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on October 31, 2013).
|
|
|
|
4.9
|
|
Indenture, dated July 8, 2014, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”) (incorporated by reference to Exhibit 4.1 to the Company’s Form S-3ASR filed with the SEC on July 8, 2014).
|
|
|
|
4.10
|
|
First Supplemental Indenture, dated as of July 22, 2014, between the Company and the Trustee, governing the 2023 Notes (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2014).
|
|
|
|
4.11
|
|
Second Supplemental Indenture, dated as of July 22, 2014, between the Company and the Trustee, governing the 2025 Notes (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2014).
|
|
|
|
4.12
|
|
Form of 2023 Note (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2014).
|
|
|
|
4.13
|
|
Form of 2025 Note (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2014).
|
|
|
|
4.14
|
|
Third Supplemental Indenture, dated as of February 3, 2015, between the Company and the Trustee, governing
the 2024 Notes (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2015). |
|
|
|
4.15
|
|
Form of 2024 Note (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2015).
|
|
|
|
10.1
|
|
Financing Agreements.
|
|
|
|
10.1.1
|
|
Credit Agreement, dated as of December 10, 2010, among Calpine Corporation, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, the lenders party thereto and other parties thereto (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 13, 2010).
|
|
|
|
10.1.2
|
|
Credit Agreement, dated March 9, 2011 among Calpine Corporation as borrower and the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Citibank, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as co-documentation agents and Goldman Sachs Bank USA as syndication agent (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K filed with the SEC on March 10, 2011).
|
|
|
|
10.1.3
|
|
Amended and Restated Guarantee and Collateral Agreement, dated as of December 10, 2010, made by the Company and certain of the Company's subsidiaries party thereto in favor of Goldman Sachs Credit Partners, L.P., as collateral agent (incorporated by reference to Exhibit 10.1 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on July 29, 2011).
|
|
|
|
10.1.4
|
|
Credit Agreement, dated October 9, 2012 among Calpine Corporation as borrower and the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Barclays Bank PLC, Deutsche Bank Securities Inc., and RBC Capital Markets, as co-documentation agents (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on October 10, 2012).
|
|
|
|
Exhibit
Number
|
|
Description
|
10.1.5
|
|
Amendment to the Credit Agreement, dated February 15, 2013 among Calpine Corporation as borrower and the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Citibank, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as co-documentation agents and Goldman Sachs Bank USA as syndication agent (incorporated by reference to Exhibit 10.9 to Calpine’s 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 2, 2013).
|
|
|
|
10.1.6
|
|
Amendment to the Credit Agreement, dated February 15, 2013 among Calpine Corporation as borrower and the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Barclays Bank PLC, Deutsche Bank Securities Inc., and RBC Capital Markets, as co-documentation agents (incorporated by reference to Exhibit 10.10 to Calpine’s 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 2, 2013).
|
|
|
|
10.1.7
|
|
Credit Agreement, dated May 3, 2013 among Calpine Construction Finance Company as borrower and the lenders party thereto, and Goldman Sachs Lending Partners, LLC (“GSLP”) as administrative agent and as collateral agent, CoBank ACB, ING Capital LLC., Royal Bank of Canada, and The Royal Bank of Scotland PLC as co-documentation agents, GSLP, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce Fenner and Smith Incorporated and Union Bank, N.A., as joint lead arrangers, joint bookrunners and co-syndication agents, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 3, 2013).
|
|
|
|
10.1.8
|
|
Amendment No. 1 to the December 10, 2010 Credit Agreement, dated as of June 27, 2013, among Calpine Corporation, as borrower, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 1, 2013).
|
|
|
|
10.1.9
|
|
Amendment to the Credit Agreement, dated February 20, 2014, among Calpine Construction Finance Company, L.P. as borrower and the lenders party thereto, and Goldman Sachs Lending Partners, LLC (“GSLP”) as administrative agent and as collateral agent, CoBank ACB, ING Capital LLC., Royal Bank of Canada, and The Royal Bank of Scotland PLC as co-documentation agents, GSLP, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce Fenner and Smith Incorporated and Union Bank, N.A., as joint lead arrangers, joint bookrunners and co-syndication agents, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014).
|
|
|
|
10.1.10
|
|
Incremental Term B-2 Loan Commitment Supplement to the Credit Agreement, dated February 26, 2014, among Calpine Construction Finance Company, L.P. as borrower and the lenders party thereto, and Goldman Sachs Lending Partners, LLC as administrative agent and as collateral agent under the Credit Agreement, dated as of May 3, 2013 and as amended on February 20, 2014 (incorporated by reference to Exhibit 10.2 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014).
|
|
|
|
10.1.11
|
|
Calpine Guarantee, dated April 17, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
|
|
|
|
10.1.12
|
|
LS Power Equity Partners Guarantee, dated April 17, 2014 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
|
|
|
|
10.1.13
|
|
Confidentiality and Non-Disclosure Agreement, dated February 19, 2014 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
|
|
|
|
10.1.14
|
|
Amendment to Confidentiality and Non-disclosure Agreement, dated April 17, 2014 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
|
|
|
|
10.1.15
|
|
Amendment No. 2 to the Credit Agreement, dated as of July 30, 2014, among Calpine Corporation, as borrower, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2014).
|
|
|
|
10.1.16
|
|
Share Repurchase Agreement, dated July 8, 2014, by and between Calpine Corporation and LSP Cal Holdings I, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 10, 2014).
|
|
|
|
Exhibit
Number
|
|
Description
|
10.1.17
|
|
Credit Agreement, dated as of May 28, 2015 among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent , and Goldman Sachs Bank USA, MUFG Union Bank, N.A., Barclays Bank Plc and Royal Bank of Canada, as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2015).
|
|
|
|
10.1.18
|
|
Credit Agreement, dated as of December 15, 2015 among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and Goldman Sachs Credit Partners L.P., as collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2015).
|
|
|
|
10.1.19
|
|
Amendment No. 3 to the Credit Agreement, dated as of February 8, 2016, among Calpine Corporation, as borrower, the guarantors party thereto, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, The Bank of Tokyo-Mitsubishi UFJ Ltd, as successor administrative agent, MUFG Union Bank, N.A., as successor collateral agent, and the lenders party thereto.*
|
|
|
|
10.2
|
|
Management Contracts or Compensatory Plans, Contracts or Arrangements.
|
|
|
|
10.2.1.1
|
|
Employment Agreement, dated August 10, 2008, between the Company and Jack A. Fusco (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 12, 2008).†
|
|
|
|
10.2.1.2
|
|
Calpine Corporation Executive Sign On Non-Qualified Stock Option Agreement (Jack A. Fusco) (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 12, 2008).†
|
|
|
|
10.2.1.3
|
|
Non-Qualified Stock Option Agreement between the Company and Jack Fusco, dated August 11, 2010 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 17, 2010).†
|
|
|
|
10.2.1.4
|
|
Amendment to the Executive Employment Agreement between the Company and Jack A. Fusco, dated December 21, 2012 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
|
|
|
|
10.2.1.5
|
|
Restricted Stock Award Agreement between the Company and Jack A. Fusco, dated December 21, 2012 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
|
|
|
|
10.2.1.6
|
|
Amended and Restated Executive Employment Agreement between the Company and Jack A. Fusco, dated December 18, 2015 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 18, 2015).†
|
|
|
|
10.2.2
|
|
Letter Agreement, dated December 17, 2008, between the Company and Zamir Rauf (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 19, 2008).†
|
|
|
|
10.2.3.1
|
|
Letter Agreement, dated September 1, 2008, between the Company and John B. (Thad) Hill (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on September 4, 2008).†
|
|
|
|
10.2.3.2
|
|
Calpine Corporation Executive Sign On Non-Qualified Stock Option Agreement (John B. (Thad) Hill) (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on September 4, 2008).†
|
|
|
|
10.2.3.3
|
|
Non-Qualified Stock Option Agreement between the Company and John B. (Thad) Hill, dated August 11, 2010 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 17, 2010).†
|
|
|
|
10.2.3.4
|
|
Non-Qualified Stock Option Agreement between the Company and John B. (Thad) Hill, dated November 3, 2010 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on November 8, 2010).†
|
|
|
|
10.2.3.5
|
|
Amendment to the Letter Agreement between the Company and John B. (Thad) Hill, dated December 21, 2012 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
|
|
|
|
Exhibit
Number
|
|
Description
|
10.2.3.6
|
|
Restricted Stock Award Agreement between the Company and John B. (Thad) Hill, dated December 21, 2012 (incorporated by reference to Exhibit 10.4 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
|
|
|
|
10.2.3.7
|
|
Employment Agreement, dated November 6, 2013, between the Company and John B. (Thad) Hill (incorporated by reference to Exhibit 10.2.3.7 to Calpine’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 13, 2014).†
|
|
|
|
10.2.3.8
|
|
Restricted Stock Agreement Pursuant to the Amended and Restated 2008 Equity Incentive Plan, dated May 13, 2014 among John B. (Thad) Hill and Calpine Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2014).†
|
|
|
|
10.2.4.1
|
|
Employment Agreement, dated August 11, 2008, between the Company and W. Thaddeus Miller (incorporated by reference to Exhibit 10.2.7 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed with the SEC on November 7, 2008).†
|
|
|
|
10.2.4.2
|
|
Calpine Corporation Executive Sign On Non-Qualified Stock Option Agreement (Thaddeus Miller) (incorporated by reference to Exhibit 4.4 to Calpine’s Registration Statement on Form S-8 (Registration No. 333-153860) filed with the SEC on October 6, 2008).†
|
|
|
|
10.2.4.3
|
|
Non-Qualified Stock Option Agreement between the Company and W. Thaddeus Miller, dated August 11, 2010 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 17, 2010).†
|
|
|
|
10.2.4.4
|
|
Amendment to the Executive Employment Agreement between the Company and W. Thaddeus Miller, dated December 21, 2012 (incorporated by reference to Exhibit 10.5 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
|
|
|
|
10.2.4.5
|
|
Restricted Stock Award Agreement between the Company and W. Thaddeus Miller, dated December 21, 2012 (incorporated by reference to Exhibit 10.6 to Calpine’s Current Report on Form 8-K filed, with the SEC on December 26, 2012).†
|
|
|
|
10.2.4.6
|
|
Amended and Restated Executive Employment Agreement between the Company and W. Thaddeus Miller, dated December 18, 2015 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 18, 2015).†
|
|
|
|
10.2.5
|
|
Calpine Corporation U.S. Severance Program (incorporated by reference to Exhibit 10.2.5 to Calpine’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 25, 2010).†
|
|
|
|
10.2.6
|
|
Calpine Corporation 2010 Calpine Incentive Plan (incorporated by reference to Exhibit 10.6 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed with the SEC on July 30, 2010).†
|
|
|
|
10.2.7
|
|
Calpine Corporation 2009 Calpine Incentive Plan (incorporated by reference to Exhibit 10.2 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the SEC on May 8, 2009).†
|
|
|
|
10.2.7.1
|
|
The Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014 (incorporated by reference to Exhibit 10.3 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
|
|
|
|
10.2.7.2
|
|
Form of Non-Qualified Stock Option Agreement (Pursuant to the 2008 Equity Incentive Plan) (incorporated by reference to Exhibit 10.4.3 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC on May 12, 2008).†
|
|
|
|
10.2.7.3
|
|
Form of Restricted Stock Agreement (Pursuant to the 2008 Equity Incentive Plan) (incorporated by reference to Exhibit 10.4.4 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC on May 12, 2008).†
|
|
|
|
10.2.8
|
|
The Amended and Restated Calpine Corporation 2008 Director Incentive Plan (incorporated by reference to Annex A to Calpine’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 5, 2010).†
|
|
|
|
10.2.9
|
|
Calpine Corporation Amended and Restated Change in Control and Severance Benefits Plan (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on November 8, 2013).†
|
|
|
|
Exhibit
Number
|
|
Description
|
10.2.10
|
|
Amendment to the Executive Employment Agreement between the Company and Jack A. Fusco, dated February 28, 2013 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
|
|
|
|
10.2.11
|
|
Amendment to the Executive Employment Agreement between the Company and W. Thaddeus Miller, dated February 28, 2013 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
|
|
|
|
10.2.12
|
|
Form of Restricted Stock Award Agreement between the Company and Jack A. Fusco and W. Thaddeus Miller, dated February 28, 2013 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
|
|
|
|
10.2.13
|
|
Form of Restricted Stock Award Agreement between the Company and John B. (Thad) Hill and Zamir Rauf, dated February 28, 2013 (incorporated by reference to Exhibit 10.4 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
|
|
|
|
10.2.14
|
|
Form of Performance Share Unit Award Agreement between the Company and Jack A. Fusco and W. Thaddeus Miller, dated February 28, 2013 (incorporated by reference to Exhibit 10.5 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013). †
|
|
|
|
10.2.15
|
|
Form of Performance Share Unit Award Agreement between the Company and John B. (Thad) Hill and Zamir Rauf, dated February 28, 2013 (incorporated by reference to Exhibit 10.6 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
|
|
|
|
10.2.16
|
|
Amended and Restated Restricted Stock Award Agreement between the Company and Jack A. Fusco, dated February 28, 2013 (incorporated by reference to Exhibit 10.7 to Calpine’s 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 2, 2013).†
|
|
|
|
10.2.17
|
|
Amended and Restated Restricted Stock Award Agreement between the Company and W. Thaddeus Miller, dated February 28, 2013 (incorporated by reference to Exhibit 10.8 to Calpine’s 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 2, 2013).†
|
|
|
|
10.2.18
|
|
Amended and Restated Calpine Corporation Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on May 10, 2013).†
|
|
|
|
10.2.19
|
|
Form of Restricted Stock Award Agreement between the Company and Jack A. Fusco and W. Thaddeus Miller (Pursuant to the Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014)(incorporated by reference to Exhibit 10.4 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
|
|
|
|
10.2.20
|
|
Form of Restricted Stock Award Agreement between the Company and John B. (Thad) Hill and Zamir Rauf (Pursuant to the Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014) (incorporated by reference to Exhibit 10.5 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
|
|
|
|
10.2.21
|
|
Form of Performance Share Unit Award Agreement between the Company and Jack A. Fusco and W. Thaddeus Miller (Pursuant to the Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014) (incorporated by reference to Exhibit 10.6 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
|
|
|
|
10.2.22
|
|
Form of Performance Share Unit Award Agreement between the Company and John B. (Thad) Hill and Zamir Rauf (Pursuant to the Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014) (incorporated by reference to Exhibit 10.7 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
|
|
|
|
10.2.23
|
|
Separation Agreement between the Company and John Adams, dated August 4, 2015 (incorporated by reference to Exhibit 10.1 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on October 30, 2015).
|
|
|
|
10.2.24
|
|
Amended and Restated Executive Employment Agreement between the Company and Jack A. Fusco, dated December 18, 2015 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 18, 2015).†
|
|
|
|
Exhibit
Number
|
|
Description
|
10.2.25
|
|
Amended and Restated Executive Employment Agreement between the Company and W. Thaddeus Miller, dated December 18, 2015 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 18, 2015).†
|
|
|
|
12.1
|
|
Computation of ratio of earnings to fixed charges.*
|
|
|
|
18.1
|
|
Letter of preferability regarding change in accounting principle from PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 18.1 to Calpine’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 25, 2010).
|
|
|
|
21.1
|
|
Subsidiaries of the Company.*
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.*
|
|
|
|
24.1
|
|
Power of Attorney of Officers and Directors of Calpine Corporation (set forth on the signature pages of this Form 10-K).*
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.‡
|
|
|
|
101.INS
|
|
XBRL Instance Document.*
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.*
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.*
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.*
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.*
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.*
|
*
|
Filed herewith.
|
‡
|
Furnished herewith.
|
†
|
Management contract or compensatory plan, contract or arrangement.
|
**
|
Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Calpine will furnish supplementally a copy of any omitted schedule to the SEC upon request.
|
††
|
Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
||
|
CALPINE CORPORATION
|
||
By:
|
/s/ ZAMIR RAUF
|
||
|
Name: Zamir Rauf
Title: Executive Vice President and
|
||
Chief Financial Officer
|
|||
|
|
|
|
|
|
|
THE GUARANTORS SET FORTH ON
|
|
|
ANNEX I & II TO THIS SIGNATURE
|
|
|
PAGE
|
|
|
|
|
|
By:
|
/s/ ZAMIR RAUF
|
|
|
Name: Zamir Rauf
Title: Chief Financial Officer |
|
THE GUARANTORS SET FORTH ON
|
|
|
ANNEX III & IV TO THIS SIGNATURE
|
|
|
PAGE
|
|
|
|
|
|
By:
|
/s/ HETHER BENJAMIN BROWN
|
|
|
Name: Hether Benjamin Brown
Title: Vice President |
Name of Guarantor
|
Anacapa Land Company, LLC
|
Anderson Springs Energy Company
|
Auburndale Peaker Energy Center, LLC
|
Aviation Funding Corp.
|
Baytown Energy Center, LLC
|
CalGen Expansion Company, LLC
|
CalGen Project Equipment Finance Company Three, LLC
|
Calpine Administrative Services Company, Inc.
|
Calpine Auburndale Holdings, LLC
|
Calpine Bethlehem, LLC
|
Calpine c*Power, Inc.
|
Calpine CalGen Holdings, Inc.
|
Calpine Calistoga Holdings, LLC
|
Calpine Central Texas GP, Inc.
|
Calpine Central, Inc.
|
Calpine Central-Texas, Inc.
|
Calpine Cogeneration Corporation
|
Calpine Eastern Corporation
|
Calpine Edinburg, Inc.
|
Calpine Energy Services GP, LLC
|
Calpine Energy Services LP, LLC
|
Calpine Energy Services, L.P.
|
Calpine Fuels Corporation
|
Calpine Generating Company, LLC
|
Calpine Geysers Company, L.P.
|
Calpine Gilroy 1, Inc.
|
Calpine Gilroy 2, Inc.
|
Calpine Global Services Company, Inc.
|
Calpine Hidalgo Energy Center, L.P.
|
Calpine Hidalgo Holdings, Inc.
|
Calpine Hidalgo, Inc.
|
|
|
|
|
Name of Guarantor
|
Calpine Jupiter, LLC
|
Calpine Kennedy Operators, Inc.
|
Calpine KIA, Inc.
|
Calpine King City, Inc.
|
Calpine King City, LLC
|
Calpine Leasing Inc.
|
Calpine Long Island, Inc.
|
Calpine Magic Valley Pipeline, Inc.
|
Calpine Mid-Atlantic Energy, LLC
|
Calpine Mid-Atlantic Generation, LLC
|
Calpine Mid-Atlantic Marketing, LLC
|
Calpine MVP, Inc.
|
Calpine Newark, LLC
|
Calpine New Jersey Generation, LLC
|
Calpine Northbrook Holdings Corporation
|
Calpine Northbrook Investors, LLC
|
Calpine Northbrook Project Holdings, LLC
|
Calpine Operations Management Company, Inc.
|
Calpine Power Company
|
Calpine Power Management, LLC
|
Calpine Power, Inc.
|
Calpine PowerAmerica, LLC
|
Calpine PowerAmerica-CA, LLC
|
Calpine PowerAmerica-ME, LLC
|
Calpine Project Holdings, Inc.
|
Calpine Solar, LLC
|
Calpine Stony Brook Operators, Inc.
|
Calpine Stony Brook, Inc.
|
Calpine TCCL Holdings, Inc.
|
Calpine Texas Pipeline GP, Inc.
|
Calpine Texas Pipeline LP, Inc.
|
Calpine Texas Pipeline, L.P.
|
|
|
|
|
|
|
Name of Guarantor
|
Calpine University Power, Inc.
|
Calpine Vineland Solar, LLC
|
CES Marketing IX, LLC
|
CES Marketing X, LLC
|
Channel Energy Center, LLC
|
Clear Lake Cogeneration Limited Partnership
|
Corpus Christi Cogeneration, LLC
|
CPN 3
rd
Turbine, Inc.
|
CPN Acadia, Inc.
|
CPN Cascade, Inc.
|
CPN Clear Lake, Inc.
|
CPN Pipeline Company
|
CPN Pryor Funding Corporation
|
CPN Telephone Flat, Inc.
|
Delta Energy Center, LLC
|
Freestone Power Generation, LLC
|
GEC Bethpage Inc.
|
Geysers Power Company, LLC
|
Geysers Power I Company
|
Hillabee Energy Center, LLC
|
Idlewild Fuel Management Corp.
|
JMC Bethpage, Inc.
|
Los Medanos Energy Center LLC
|
Magic Valley Pipeline, L.P.
|
Modoc Power, Inc.
|
Morgan Energy Center, LLC
|
New Development Holdings, LLC
|
NTC Five, Inc.
|
Pastoria Energy Center, LLC
|
Pastoria Energy Facility L.L.C.
|
Pine Bluff Energy, LLC
|
RockGen Energy LLC
|
|
|
|
|
|
Name of Guarantor
|
South Point Energy Center, LLC
South Point Holdings, LLC
Stony Brook Cogeneration, Inc.
|
Stony Brook Fuel Management Corp.
|
Sutter Dryers, Inc.
|
Texas City Cogeneration, LLC
|
Texas Cogeneration Five, Inc.
|
Texas Cogeneration One Company
|
Thermal Power Company
|
Zion Energy LLC
|
|
|
|
Name of Guarantor
|
Deer Park Energy Center LLC
|
Deer Park Holdings, LLC
|
Metcalf Energy Center, LLC
|
Metcalf Holdings, LLC
|
|
|
|
Name of Guarantor
|
Calpine Construction Management Company, Inc.
|
Calpine Mid-Atlantic Operating, LLC
|
Calpine Power Services, Inc.
|
Thomassen Turbine Systems America, Inc.
|
|
|
|
Name of Guarantor
|
Calpine Operating Services Company, Inc.
|
|
|
|
|
|
|
|
GOLDMAN SACHS BANK USA,
|
|
|
|
as Administrative Agent
|
|
|
|
|
By:
|
/s/ DOUGLAS TANSEY
|
|
|
Name: Douglas Tansey
Title: Authorized Signatory |
|
|
|
|
GOLDMAN SACHS CREDIT PARTNERS L.P.,
|
|
|
|
as Collateral Agent
|
|
|
|
|
By:
|
/s/ DOUGLAS TANSEY
|
|
|
Name: Douglas Tansey
Title: Authorized Signatory |
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
|
|
|
as Successor Administrative Agent
|
|
|
|
|
|
|
|
|
By:
|
/s/ LAWRENCE BLAT
|
|
|
Name: Lawrence Blat
Title: Authorized Signatory |
|
MUFG UNION BANK, N.A.,
|
|
|
as Successor Collateral Agent
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
Title: |
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
|
|
|
as Successor Administrative Agent
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
Title: |
|
MUFG UNION BANK, N.A.,
|
|
|
as Successor Collateral Agent
|
|
|
|
|
|
|
|
|
By:
|
/s/ SONIA N. FLORES
|
|
|
Name: Sonia N. Flores
Title: Vice President |
|
ROYAL BANK OF CANADA,
|
|
|
as an Existing Lender and as a Fronting Bank
|
|
|
|
|
|
|
|
|
By:
|
/s/ FRANK LAMBRINOS
|
|
|
Name: Frank Lambrinos
Title: Authorized Signatory |
|
GOLDMAN SACHS CREDIT PARTNERS L.P.,
|
|
|
as an Existing Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ JERRY I I
|
|
|
Name: Jerry I I
Title: Authorized Signatory |
|
DEUTSCHE BANK AG NEW YORK BRANCH,
|
|
|
as an Existing Lender and as a Fronting Bank
|
|
|
|
|
|
|
|
|
By:
|
/s/ MARCUS M. TARKINGTON
|
|
|
Name: Marcus M. Tarkington
Title: Director |
|
|
|
|
By:
|
/s/ ANCA TRIFAN
|
|
|
Name: Anca Trifan
Title: Managing Director |
|
Morgan Stanley Bank, N.A.,
|
|
|
as an Existing Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ MICHAEL KING
|
|
|
Name: Michael King
Title: Authorized Signatory |
|
Morgan Stanley Senior Funding, Inc.,
|
|
|
as an Existing Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ MICHAEL KING
|
|
|
Name: Michael King
Title: Vice President |
|
CITIBANK, N.A.,
|
|
|
as an Existing Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ KIRKWOOD ROLAND
|
|
|
Name: Kirkwood Roland
Title: Managing Director & Vice President |
|
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
|
|
|
as an Existing Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ MIKHAIL FAYBUSOVICH
|
|
|
Name: Mikhail Faybusovich
Title: Authorized Signatory |
|
|
|
|
By:
|
/s/ GREGORY FANTONI
|
|
|
Name: Gregory Fantoni
Title: Authorized Signatory |
|
Bank of America, N.A.,
|
|
|
as an Existing Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ WILLIAM MERRITT
|
|
|
Name: William Merritt
Title: Director |
|
MUFG UUNION BANK, N.A.
|
|
|
(FKA UNION BANK, N.A.)
|
|
|
as an Existing Lender and as a Fronting Bank
|
|
|
|
|
|
|
|
|
By:
|
/s/ PAUL V. FARRELL
|
|
|
Name: Paul V. Farrell
Title: Managing Director |
|
THE BANK OF TOKYA-MITSUBISHI UFJ, LTD.,
|
|
|
as an Existing Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ PAUL V. FARRELL
|
|
|
Name: Paul V. Farrell
Title: Managing Director |
|
BARCLAYS BANK PLC,
|
|
|
as an Existing Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ VANESSA KURBATSKIY
|
|
|
Name: Vanessa Kurbatskiy
Title: Vice President |
|
UBS AG, STAMFORD BRANCH,
|
|
|
as an Existing Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ DARLENE ARIAS
|
|
|
Name: Darlene Arias
Title: Director |
|
|
|
|
By:
|
/s/ DENISE BUSHEE
|
|
|
Name: Denise Bushee
Title: Associate Director |
|
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK,
|
|
|
as an Existing Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ AMIR AKHTAR
|
|
|
Name: Amir Akhtar
Title: Vice President |
|
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK,
|
|
|
as an Existing Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ KENNETH RICCIARDI
|
|
|
Name: Kenneth Ricciardi
Title: Director |
|
BNP PARIBAS,
|
|
|
as an Existing Lender and a Fronting Bank
|
|
|
|
|
|
|
|
|
By:
|
/s/ THEODORE SHEEN
|
|
|
Name: Theodore Sheen
Title: Vice President |
|
|
|
|
By:
|
/s/ KARIMA OMAR
|
|
|
Name: Karima Omar
Title: Vice President |
Table of Contents
|
||||
|
|
|
Page
|
|
SECTION 1
|
||||
DEFINITIONS
|
||||
|
|
|
|
|
|
1.1.
|
Defined Terms
|
1
|
|
|
1.2.
|
Other Definitional Provisions
|
33
36
|
|
|
1.3.
|
Delivery of Notices or Receivables
|
33
36
|
|
|
1.4.
|
Exchange Rates
|
33
36
|
|
|
|
|
|
|
|
SECTION 2
|
|||
AMOUNT AND TERMS OF LOANS AND COMMITMENTS
|
||||
|
|
|
|
|
|
2.1.
|
Revolving Commitments
|
34
37
|
|
|
2.2.
|
Procedure for Revolving Loan Borrowing
|
34
37
|
|
|
2.3.
|
Swingline Commitment
|
34
38
|
|
|
2.4.
|
Procedure for Swingline Borrowing; Refunding of Swingline Loans
|
35
39
|
|
|
2.5.
|
Letters of Credit
|
37
40
|
|
|
2.6.
|
Issuance of Letters of Credit
|
40
44
|
|
|
2.7.
|
Nature of Letter of Credit Obligations Absolute
|
40
44
|
|
|
2.8.
|
Repayment of Loans; Evidence of Debt
|
40
44
|
|
|
2.9.
|
Interest Rates and Payment Dates
|
41
45
|
|
|
2.10.
|
Computation of Interest and Fees
|
41
46
|
|
|
2.11.
|
Inability to Determine Interest Rate
|
42
46
|
|
|
2.12.
|
Optional Termination or Reduction of Revolving Commitment
|
42
46
|
|
|
2.13.
|
Optional Prepayment of Loans
|
42
47
|
|
|
2.14.
|
Mandatory Prepayment
|
43
47
|
|
|
2.15.
|
Conversion and Continuation Options
|
43
47
|
|
|
2.16.
|
Limitations on Eurodollar Tranches
|
43
48
|
|
|
2.17.
|
Pro Rata Treatment, etc.
|
44
48
|
|
|
2.18.
|
Requirements of Law
|
45
49
|
|
|
2.19.
|
Taxes
|
46
50
|
|
|
2.20.
|
Indemnity
|
49
53
|
|
|
2.21.
|
Change of Lending Office
|
49
53
|
|
|
2.22.
|
Fees
|
49
54
|
|
|
2.23.
|
Letter of Credit Fees
|
50
54
|
|
|
2.24.
|
Nature of Fees
|
50
54
|
|
|
2.25.
|
Incremental Revolving Loans
|
50
55
|
|
|
2.26.
|
Replacement of Lenders
|
52
56
|
|
|
2.27.
|
Extensions of Loans and Commitments
|
52
56
|
|
|
|
|
|
|
|
SECTION 3
|
|||
REPRESENTATIONS AND WARRANTIES
|
||||
|
|
|
|
|
|
3.1.
|
Existence; Compliance with Law
|
53
58
|
|
|
3.2.
|
Power; Authorizations; Enforceable Obligations
|
54
58
|
|
|
3.3.
|
No Legal Bar
|
54
58
|
|
|
3.4.
|
Accuracy of Information
|
54
58
|
|
|
3.5.
|
No Material Adverse Effect
|
54
59
|
|
|
3.6.
|
Subsidiaries
|
54
59
|
|
|
3.7.
|
Title to Assets; Liens
|
54
59
|
|
|
3.8.
|
Intellectual Property
|
54
59
|
|
|
3.9.
|
Use of Proceeds
|
55
59
|
|
|
3.10.
|
Litigation
|
55
59
|
|
|
3.11.
|
Federal Reserve Regulations
|
55
59
|
|
|
3.12.
|
Solvency
|
55
59
|
|
|
3.13.
|
Taxes
|
55
59
|
|
|
3.14.
|
ERISA
|
55
60
|
|
|
3.15.
|
Environmental Matters; Hazardous Material
|
55
60
|
|
|
3.16.
|
Investment Company Act; Other Regulations
|
55
60
|
|
|
3.17.
|
Labor Matters
|
56
60
|
|
|
3.18.
|
Security Documents
|
56
60
|
|
|
3.19.
|
Energy Regulation
|
56
61
|
|
|
|
|
|
|
|
SECTION 4
|
|||
CONDITIONS PRECEDENT
|
||||
|
|
|
|
|
|
4.1.
|
Conditions to the Closing Date
|
56
61
|
|
|
4.2.
|
Conditions to Each Extension of Credit
|
59
63
|
|
|
|
|
|
|
|
SECTION 5
|
|||
AFFIRMATIVE COVENANTS
|
||||
|
|
|
|
|
|
5.1.
|
Financial Statements, Etc.
|
59
64
|
|
|
5.2.
|
Certificates; Other Information
|
60
65
|
|
|
5.3.
|
Maintenance of Existence; Compliance with Requirements of Law
|
61
66
|
|
|
5.4.
|
Maintenance of Property; Insurance
|
61
66
|
|
|
5.5.
|
Inspection of Property; Books and Records
|
62
66
|
|
|
5.6.
|
Notices
|
62
67
|
|
|
5.7.
|
Environmental Laws
|
63
67
|
|
|
5.8.
|
[Reserved].
|
63
67
|
|
|
5.9.
|
Further Assurances
|
63
67
|
|
|
|
|
|
|
|
SECTION 6
|
|||
NEGATIVE COVENANTS
|
||||
|
|
|
|
|
|
6.1.
|
Limitation on Indebtedness
|
64
69
|
|
|
6.2.
|
Limitation on Liens
|
66
70
|
|
|
6.3.
|
Merger, Consolidation, or Sale of Assets
|
66
70
|
|
|
6.4.
|
Limitation on Sale and Leaseback Transactions
|
67
71
|
|
|
6.5.
|
Limitation on Secured Commodity Hedging
|
67
72
|
|
|
6.6.
|
Financial Covenants
|
67
72
|
|
|
|
|
|
|
|
SECTION 7
|
|||
EVENTS OF DEFAULT
|
||||
|
|
|
|
|
|
7.1.
|
Events of Default
|
68
72
|
|
|
|
|
|
|
|
SECTION 8
|
|||
THE AGENTS
|
||||
|
|
|
|
|
|
8.1.
|
Appointment
|
70
75
|
|
|
8.2.
|
Delegation of Duties
|
70
75
|
|
|
8.3.
|
Exculpatory Provisions
|
71
75
|
|
|
8.4.
|
Reliance by the Administrative Agent
|
71
75
|
|
|
8.5.
|
Notice of Default
|
71
76
|
|
|
8.6.
|
Non-Reliance on Agents and Other Lenders
|
71
76
|
|
|
Exhibit E-3 -
|
Form of United States Tax Compliance Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
|
|
|
|
Exhibit E-4 -
|
Form of United States Tax Compliance Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
|
|
|
|
Exhibit F -
|
Form of Notice of Continuation/Conversion
|
|
|
|
Exhibit G -
|
Form of Incremental Revolving Facility Amendment
|
|
|
|
Exhibit H -
|
[Reserved]
|
|
|
|
Exhibit I -
|
Form of Compliance Certificate
|
|
|
Pricing Level
|
Consolidated
Leverage Ratio
|
Applicable
Margin for Eurodollar Loans |
Applicable
Margin for Base Rate Loans |
1
|
≥ 4.50:1.00
|
2.25%
|
1.25%
|
2
|
< 4.50:1.00
|
2.00%
|
1.00%
|
Eurodollar Base Rate
|
1.00 - Eurocurrency Reserve
Requirements |
The Borrower and the Guarantors:
|
Calpine Corporation
717 Texas Avenue Suite 1000 Houston, TX 77002 Attention: Chief Legal Officer Telecopier No.: 832-325-4508 |
Fronting Bank:
|
Letters of Credit
|
Fronting Bank:
|
MUFG,
Union Bank, N.A.
|
Fronting Bank:
|
BNP Paribas
|
Fronting Bank:
|
Deutsche Bank AG New York Branch
60 Wall Street, 25th Floor New York, New York 10005 Attention: Jack Leong Telecopier No.: 212-797-0304 |
Fronting Bank:
|
Union Bank, N.A.
|
|
BORROWER:
|
|
|
|
|
|
CALPINE CORPORATION
|
|
|
|
|
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
|
By:
|
|
|
|
Name:
Title: |
CLASS A LENDER
|
CLASS A REVOLVING COMMITMENT AMOUNT
|
GOLDMAN SACHS BANK USA
|
$158,300,000
|
CLASS B LENDER
|
CLASS B REVOLVING COMMITMENT AMOUNT
|
DEUTSCHE BANK AG NEW YORK BRANCH
|
$170,000,000
|
MORGAN STANLEY BANK, N.A.
|
$50,000,000
|
MORGAN STANLEY SENIOR FUNDING, INC.
|
$120,000,000
|
CITIBANK, N.A.
|
$170,000,000
|
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
|
$170,000,000
|
BANK OF AMERICA, N.A.
|
$170,000,000
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
|
$170,000,000
|
BARCLAYS BANK PLC
|
$100,000,000
|
UBS AG, STAMFORD BRANCH
|
$100,000,000
|
ROYAL BANK OF CANADA
|
$100,000,000
|
CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK
|
$100,000,000
|
BNP PARIBAS
|
$100,000,000
|
Existing Lenders
|
New Revolving Commitments
|
DEUTSCHE BANK AG NEW YORK BRANCH
|
$11,700,000
|
MORGAN STANLEY SENIOR FUNDING, INC.
|
$11,700,000
|
CITIBANK, N.A.
|
$11,700,000
|
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
|
$11,700,000
|
BANK OF AMERICA, N.A.
|
$11,700,000
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
|
$11,700,000
|
BARCLAYS BANK PLC
|
$21,620,000
|
UBS AG, STAMFORD BRANCH
|
$21,620,000
|
ROYAL BANK OF CANADA
|
$21,620,000
|
CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK
|
$21,620,000
|
BNP PARIBAS
|
$21,620,000
|
Owner
|
Real Property Location
|
Auburndale Peaker Energy Center, LLC
|
Gas fired power generation facility located at 1501 W. Derby Avenue, Auburndale, FL 33823
Polk County, Florida
|
Baytown Energy Center, LLC
|
Gas fired power generation facility located at 8605 FM 1405
Baytown, Texas 77523
Chambers County, Texas
|
Channel Energy Center, LLC
|
Gas fired power generation facility located at 12000 Lawndale St., Houston, TX 77017
Harris County, Texas
|
Corpus Christi Cogeneration, LLC
|
Gas fired power generation facility located at 3952 Buddy Lawrence Drive
Corpus Christi, TX 78407
Nueces County, Texas
|
Delta Energy Center, LLC
|
Gas fired power generation facility located at 1200 Arcy Lane
Pittsburg, CA 94565
Contra Costa County, CA
|
Freestone Power Generation, LLC
|
75% undivided interest as tenants in common in Tract 1 and 100% interest in Tract 2 in a gas fired power generation facility located at 1366 FM 488
Fairfield, TX 75840
Freestone County, Texas
|
Los Medanos Energy Center LLC
|
Gas fired power generation facility located at 750 East 3
rd
Pittsburg, CA 94565
Contra Costa County, California
|
Morgan Energy Center, LLC
|
Gas fired power generation facility located at 1410 Red Hat Road
Decatur, AL 35601
Morgan County, Alabama
|
Pastoria Energy Facility L.L.C.
|
Gas fired power generation facility located at 39789 Edmonston Pumping Plant Road
Lebec, CA 93243
Kern County, California
|
Pine Bluff Energy, LLC
|
Gas fired power generation facility located at 5301 Fairfield Rd.
Pine Bluff, AR 71601
Jefferson County, Arkansas
|
Owner
|
Real Property Location
|
Zion Energy LLC
|
Gas fired power generation facility located at 5701 9
th
Street
Zion, IL 60099
Lake County, Illinois
|
Clear Lake Cogeneration Limited Partnership
|
Gas fired power generation facility located at 9602 Bayport Road, Pasadena, TX 77507 (Harris County, Texas)
|
RockGen Energy LLC
|
Gas fired power generation facility located at 2346 Clearview Road, Cambridge, WI 53523 (Dane County, Wisconsin)
|
Texas City Cogeneration, LLC
|
Gas fired power generation facility located at 3221 Fifth Avenue South, Texas City, TX 77590 (Galveston County, Texas)
|
Unit
|
Owner
|
Real Property Location
|
Unit 1
Aidlin
|
Geysers Power Company, LLC
|
Geothermal power generation facility located in Sonoma County, California
|
Unit 2
Bear Canyon
|
Geysers Power Company, LLC
|
Geothermal power generation facility located in Lake County, California
|
Unit 3
Sonoma (aka SMUDGEO)
|
Geysers Power Company, LLC
|
Geothermal power generation facility located in Sonoma County, California
|
Unit 4
West Ford Flat (Moody Parcel and Thorne Parcel)
|
Geysers Power Company, LLC
|
Geothermal power generation facility located in Lake County, California
|
Units 5&6
McCabe
|
Geysers Power Company, LLC
|
Geothermal power generation facility located in Sonoma County, California
|
Units 7&8
Ridge Line
|
Geysers Power Company, LLC
|
Geothermal power generation facility located in Sonoma County, California
|
Units 9&10
Fumarole
|
Geysers Power Company, LLC
|
Geothermal power generation facility located in Sonoma County, California
|
Unit 11
Eagle Rock
|
Geysers Power Company, LLC
|
Geothermal power generation facility located in Sonoma County, California
|
Unit 12
Cobb Creek
|
Geysers Power Company, LLC
|
Geothermal power generation facility located in Sonoma County, California
|
Unit 13
Big Geysers
|
Geysers Power Company, LLC
|
Geothermal power generation facility located in Lake County, California
|
Unit 14
Sulpher Springs
|
Geysers Power Company, LLC
|
Geothermal power generation facility located in Sonoma County, California
|
Unit 16
Quicksilver
|
Geysers Power Company, LLC
|
Geothermal power generation facility located in Lake County, California
|
Unit 17
Lakeview
|
Geysers Power Company, LLC
|
Geothermal power generation facility located in Sonoma County, California
|
Unit 18
Socrates
|
Geysers Power Company, LLC
|
Geothermal power generation facility located in Sonoma County, California
|
Unit 19
Calistoga
|
Geysers Power Company, LLC
|
Geothermal power generation facility located in Lake County and Sonoma County, California
|
Unit 20
Grant
|
Geysers Power Company, LLC
|
Geothermal power generation facility located in Sonoma County, California
|
Owner
|
Common Name and Address
|
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
|
Delaware City Combustion Turbine Site
1812 River Road, New Castle, DE 19720
New Castle County, Delaware
|
Calpine Bethlehem, LLC (f/k/a Conectiv Bethlehem, LLC)
|
Bethlehem Power Plant
2254 Applebutter Road - Bethlehem, PA 18015
Northampton County, Pennsylvania
|
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
|
Hay Road Site
198 Hay Road
Wilmington, DE 19809
New Castle County, Delaware
|
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
|
Edge Moor Power Plant Site
200 Hay Road, Wilmington, DE 19809
New Castle County, Delaware
|
Calpine New Jersey Generation, LLC (f/k/a/ Conectiv Atlantic Generation, LLC)
|
Deepwater
373 N. Broadway
Pennsville, NJ 08070
Salem County, New Jersey
|
Lessee
|
Common Name and Address
|
Calpine New Jersey Generation, LLC (f/k/a/ Conectiv Atlantic Generation, LLC).
|
Cumberland Combustion Turbine
4001 Main Street
Millville, NJ 08332
Cumberland County, New Jersey
|
Calpine Vineland Solar, LLC (f/k/a Conectiv Vineland Solar, LLC)
|
Vineland Solar Plant Site
1776 South Mill Road
Vineland, NJ 08360
Cumberland County, New Jersey
|
Easement Holder
|
Common Name and Address
|
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
|
Bayview Combustion Turbine Site
22872 Bayview Circle
Cape Charles, VA 23310
Northampton County, Virginia
|
Calpine New Jersey Generation, LLC (f/k/a/ Conectiv Atlantic Generation, LLC)
|
Carll’s Corner Combustion Turbine Site
1623 S. Burlington Road,
Bridgeton, NJ 08302
Cumberland County, New Jersey
|
Calpine New Jersey Generation, LLC (f/k/a/ Conectiv Atlantic Generation, LLC)
|
Cedar Combustion Turbine Site
211 & 261 South Main St.
Stafford Township, NJ 08050
Ocean County, New Jersey
|
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
|
Christiana Combustion Turbine Site
201 & 301 Christiana Ave.
Wilmington, DE 19801
New Castle County, Delaware
|
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
|
Crisfield Combustion Turbine Site
4079 Crisfield Highway
Crisfield, MD 21817
Somerset County, Maryland
|
Calpine New Jersey Generation, LLC (f/k/a/ Conectiv Atlantic Generation, LLC)
|
Mickleton Combustion Turbine Site
176 Harmony Road
Mickleton, NJ 08056
Gloucester County, New Jersey
|
Calpine New Jersey Generation, LLC (f/k/a/ Conectiv Atlantic Generation, LLC)
|
Middle Station Combustion Turbine Site
315 N. Railroad Avenue
Rio Grande, NJ 08242
Cape May County, New Jersey
|
Calpine New Jersey Generation, LLC (f/k/a/ Conectiv Atlantic Generation, LLC)
|
Missouri Avenue Combustion Turbine Site
1825 Atlantic Avenue
Atlantic City, NJ 08401
2129 Bacharach Blvd.
Atlantic City, NJ 08401
Atlantic County, New Jersey
|
Easement Holder
|
Common Name and Address
|
Calpine New Jersey Generation, LLC (f/k/a/ Conectiv Atlantic Generation, LLC)
|
Sherman Combustion Turbine Site
2600 S. Orchard Road,
Vineland, NJ 08360
Cumberland County, New Jersey
|
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
|
Tasley Combustion Turbine Site
21417 Taylor Road
Tasley, VA 23441
Accomack County, Virginia
|
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
|
West Combustion Turbine Site
1508 Newport Gap Pike,
Wilmington, DE 19808
New Castle County, Delaware
|
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
|
Edge Moor Gas Transmission Line
24” O.D. Natural Gas Pipeline, Claymont to Wilmington, DE
New Castle County, Delaware
|
Owner
|
Common Name and Address
|
Metcalf Energy Center, LLC
|
Metcalf Energy Center
Gas fired power generation facility located at One Blanchard Road
Coyote, CA 95013
Santa Clara County, California
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
|
$
|
173
|
|
|
$
|
983
|
|
|
$
|
20
|
|
|
$
|
218
|
|
|
$
|
(211
|
)
|
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from unconsolidated investments in power plants
|
|
(24
|
)
|
|
(25
|
)
|
|
(30
|
)
|
|
(28
|
)
|
|
(21
|
)
|
|||||
Interest capitalized
|
|
(15
|
)
|
|
(19
|
)
|
|
(38
|
)
|
|
(38
|
)
|
|
(24
|
)
|
|||||
Preferred securities dividend requirements of subsidiaries
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||||
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
654
|
|
|
678
|
|
|
749
|
|
|
791
|
|
|
807
|
|
|||||
Amortization of capitalized interest
|
|
27
|
|
|
29
|
|
|
30
|
|
|
30
|
|
|
31
|
|
|||||
Distributions from equity method investments
|
|
25
|
|
|
13
|
|
|
27
|
|
|
29
|
|
|
6
|
|
|||||
Total Earnings:
|
|
$
|
840
|
|
|
$
|
1,659
|
|
|
$
|
757
|
|
|
$
|
1,001
|
|
|
$
|
586
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
628
|
|
|
$
|
645
|
|
|
$
|
696
|
|
|
$
|
736
|
|
|
$
|
760
|
|
Interest capitalized
|
|
15
|
|
|
19
|
|
|
38
|
|
|
38
|
|
|
24
|
|
|||||
Approximation of interest in rental expense
|
|
11
|
|
|
14
|
|
|
15
|
|
|
17
|
|
|
23
|
|
|||||
Total Fixed Charges:
|
|
$
|
654
|
|
|
$
|
678
|
|
|
$
|
749
|
|
|
$
|
791
|
|
|
$
|
807
|
|
Ratio of Earnings to Fixed Charges
(1)
:
|
|
1.28
|
|
|
2.45
|
|
|
1.01
|
|
|
1.27
|
|
|
0.73
|
|
(1)
|
The coverage ratio is less than one-to-one for the year ended December 31, 2011; thus, additional earnings of $221 million would have needed to be generated to cover the shortfall.
|
Subsidiaries of the Company
|
|
|
|
|
|
|
|
Entity
|
|
Jurisdiction
|
|
1066917 Ontario Inc.
|
|
Ontario
|
|
2196686 Ontario Inc.
|
|
Ontario
|
|
2310498 Ontario Inc.
|
|
Ontario
|
|
Anacapa Land Company, LLC
|
|
Delaware
|
|
Anderson Springs Energy Company
|
|
California
|
|
Auburndale Peaker Energy Center, LLC
|
|
Delaware
|
|
Aviation Funding Corp.
|
|
Delaware
|
|
Baytown Energy Center, LLC
|
|
Delaware
|
|
Bethpage Energy Center 3, LLC
|
|
Delaware
|
|
Big Blue River Wind Farm, LLC
|
|
Delaware
|
|
Brazos Valley Energy LLC
|
|
Delaware
|
|
Butter Creek Energy Center, LLC
|
|
Delaware
|
|
Byron Highway Energy Center, LLC
|
|
Delaware
|
|
CalGen Expansion Company, LLC
|
|
Delaware
|
|
CalGen Project Equipment Finance Company Three, LLC
|
|
Delaware
|
|
Calpine Acquisition Company II, LLC
|
|
Delaware
|
|
Calpine Acquisition Company III, LLC
|
|
Delaware
|
|
Calpine Acquisition Company, LLC
|
|
Delaware
|
|
Calpine Administrative Services Company, Inc.
|
|
Delaware
|
|
Calpine Agnews, Inc.
|
|
California
|
|
Calpine Auburndale Holdings, LLC
|
|
Delaware
|
|
Calpine Bethlehem, LLC
|
|
Delaware
|
|
Calpine Bosque Energy Center, LLC
|
|
Delaware
|
|
Calpine c*Power, Inc.
|
|
Delaware
|
|
Calpine CalGen Holdings, Inc.
|
|
Delaware
|
|
Calpine Calistoga Holdings, LLC
|
|
Delaware
|
|
Calpine Canada Energy Corp.
|
|
Nova Scotia
|
|
Calpine Canada Energy Finance ULC
|
|
Nova Scotia
|
|
Calpine Canada Whitby Holdings Company
|
|
Nova Scotia
|
|
Calpine CCFC GP, LLC
|
|
Delaware
|
|
Calpine CCFC LP, LLC
|
|
Delaware
|
|
Calpine Central Texas GP, Inc.
|
|
Delaware
|
|
Calpine Central, Inc.
|
|
Delaware
|
|
Calpine Central-Texas, Inc.
|
|
Delaware
|
|
Calpine Cogeneration Corporation
|
|
Delaware
|
|
Calpine Construction Finance Company, L.P.
|
|
Delaware
|
|
Calpine Construction Management Company, Inc.
|
|
Delaware
|
|
Calpine Development Holdings, Inc.
|
|
Delaware
|
|
Calpine Eastern Corporation
|
|
Delaware
|
|
Calpine Edinburg, Inc.
|
|
Delaware
|
|
Calpine Energy Services GP, LLC
|
|
Delaware
|
|
Calpine Energy Services Holdco LLC
|
|
Delaware
|
|
Calpine Energy Services LP, LLC
|
|
Delaware
|
|
Subsidiaries of the Company
|
|
|
|
|
|
|
|
Entity
|
|
Jurisdiction
|
|
Calpine Energy Services, L.P.
|
|
Delaware
|
|
Calpine Fore River Energy Center, LLC
|
|
Delaware
|
|
Calpine Fore River Operating Company, LLC
|
|
Delaware
|
|
Calpine Foundation
|
|
Delaware
|
|
Calpine Fuels Corporation
|
|
California
|
|
Calpine GEC Holdings, LLC
|
|
Delaware
|
|
Calpine Generating Company, LLC
|
|
Delaware
|
|
Calpine Geysers Company, L.P.
|
|
Delaware
|
|
Calpine Gilroy 1, Inc.
|
|
Delaware
|
|
Calpine Gilroy 2, Inc.
|
|
Delaware
|
|
Calpine Gilroy Cogen, L.P.
|
|
Delaware
|
|
Calpine Global Services Company, Inc.
|
|
Delaware
|
|
Calpine Granite Holdings, LLC
|
|
Delaware
|
|
Calpine Greenfield (Holdings) Corporation
|
|
Delaware
|
|
Calpine Greenfield Commercial Trust
|
|
Ontario
|
|
Calpine Greenfield LP Holdings Inc.
|
|
Ontario
|
|
Calpine Greenfield ULC
|
|
Alberta
|
|
Calpine Greenleaf Holdings, Inc.
|
|
Delaware
|
|
Calpine Greenleaf, Inc.
|
|
Delaware
|
|
Calpine Guadalupe GP, LLC
|
|
Delaware
|
|
Calpine Guadalupe LP, LLC
|
|
Delaware
|
|
Calpine Hidalgo Energy Center, L.P.
|
|
Delaware
|
|
Calpine Hidalgo Holdings, Inc.
|
|
Delaware
|
|
Calpine Hidalgo, Inc.
|
|
Delaware
|
|
Calpine Holdings Development, LLC
|
|
Delaware
|
|
Calpine Holdings, LLC
|
|
Delaware
|
|
Calpine International Holdings, LLC
|
|
Delaware
|
|
Calpine Jupiter, LLC
|
|
Delaware
|
|
Calpine Kennedy Operators, Inc.
|
|
New York
|
|
Calpine KIA, Inc.
|
|
New York
|
|
Calpine King City 1, LLC
|
|
Delaware
|
|
Calpine King City 2, LLC
|
|
Delaware
|
|
Calpine King City Cogen, LLC
|
|
Delaware
|
|
Calpine King City, Inc.
|
|
Delaware
|
|
Calpine King City, LLC
|
|
Delaware
|
|
Calpine Leasing Inc.
|
|
Delaware
|
|
Calpine Long Island, Inc.
|
|
Delaware
|
|
Calpine Magic Valley Pipeline, Inc.
|
|
Delaware
|
|
Calpine Mexican Holdings, LLC
|
|
Delaware
|
|
Calpine Mid Merit, LLC
|
|
Delaware
|
|
Calpine Mid-Atlantic Development, LLC
|
|
Delaware
|
|
Calpine Mid-Atlantic Energy, LLC
|
|
Delaware
|
|
Calpine Mid-Atlantic Generation, LLC
|
|
Delaware
|
|
Calpine Mid-Atlantic Marketing, LLC
|
|
Delaware
|
|
Calpine Mid-Atlantic Operating, LLC
|
|
Delaware
|
|
Calpine Mid-Merit II, LLC
|
|
Delaware
|
|
Calpine Monterey Cogeneration, Inc.
|
|
California
|
|
Calpine MVP, Inc.
|
|
Delaware
|
|
Subsidiaries of the Company
|
|
|
|
|
|
|
|
Entity
|
|
Jurisdiction
|
|
Calpine New Jersey Generation, LLC
|
|
Delaware
|
|
Calpine Newark, LLC
|
|
Delaware
|
|
Calpine Northbrook Holdings Corporation
|
|
Delaware
|
|
Calpine Northbrook Investors, LLC
|
|
Delaware
|
|
Calpine Northbrook Project Holdings, LLC
|
|
Delaware
|
|
Calpine Operating Services Company, Inc.
|
|
Delaware
|
|
Calpine Operations Management Company, Inc.
|
|
Delaware
|
|
Calpine Pasadena Cogeneration, Inc.
|
|
Delaware
|
|
Calpine Philadelphia, Inc.
|
|
Delaware
|
|
Calpine Pittsburg, LLC
|
|
Delaware
|
|
Calpine Power Company
|
|
California
|
|
Calpine Power Management, LLC
|
|
Delaware
|
|
Calpine Power Services, Inc.
|
|
Delaware
|
|
Calpine Power, Inc.
|
|
Virginia
|
|
Calpine PowerAmerica, LLC
|
|
Delaware
|
|
Calpine PowerAmerica-CA, LLC
|
|
Delaware
|
|
Calpine PowerAmerica-MA, LLC
|
|
Delaware
|
|
Calpine PowerAmerica-ME, LLC
|
|
Delaware
|
|
Calpine Project Holdings, Inc.
|
|
Delaware
|
|
Calpine Riverside Holdings, LLC
|
|
Delaware
|
|
Calpine Russell City, LLC
|
|
Delaware
|
|
Calpine Securities Company, L.P.
|
|
Delaware
|
|
Calpine Siskiyou Geothermal Partners, L.P.
|
|
California
|
|
Calpine Solano Solar, LLC
|
|
Delaware
|
|
Calpine Solar, LLC
|
|
Delaware
|
|
Calpine Steamboat Holdings, LLC
|
|
Delaware
|
|
Calpine Stony Brook Operators, Inc.
|
|
New York
|
|
Calpine Stony Brook, Inc.
|
|
New York
|
|
Calpine TCCL Holdings, Inc.
|
|
Delaware
|
|
Calpine Texas Cogeneration, Inc.
|
|
Delaware
|
|
Calpine Texas Pipeline GP, Inc.
|
|
Delaware
|
|
Calpine Texas Pipeline LP, Inc.
|
|
Delaware
|
|
Calpine Texas Pipeline, L.P.
|
|
Delaware
|
|
Calpine ULC I Holding, LLC
|
|
Delaware
|
|
Calpine University Power, Inc.
|
|
Delaware
|
|
Calpine Vineland Solar, LLC
|
|
Delaware
|
|
Calpine Wind Holdings, LLC
|
|
Delaware
|
|
Calpine York Holdings, LLC
|
|
Delaware
|
|
Cavallo Energy Texas LLC
|
|
Texas
|
|
CCFC Finance Corp.
|
|
Delaware
|
|
CCFC Preferred Holdings, LLC
|
|
Delaware
|
|
CCFC Sutter Energy, LLC
|
|
Delaware
|
|
CES Marketing IX, LLC
|
|
Delaware
|
|
CES Marketing X, LLC
|
|
Delaware
|
|
Champion Energy Marketing LLC
|
|
Delaware
|
|
Champion Energy Services, LLC
|
|
Texas
|
|
Champion Energy, LLC
|
|
Texas
|
|
Channel Energy Center, LLC
|
|
Delaware
|
|
Subsidiaries of the Company
|
|
|
|
|
|
|
|
Entity
|
|
Jurisdiction
|
|
Clear Lake Cogeneration Limited Partnership
|
|
Delaware
|
|
CM Greenfield Power Corp.
|
|
Canada
|
|
Corpus Christi Cogeneration, LLC
|
|
Delaware
|
|
CPN 3rd Turbine, Inc.
|
|
Delaware
|
|
CPN Acadia, Inc.
|
|
Delaware
|
|
CPN Bethpage 3rd Turbine, Inc.
|
|
Delaware
|
|
CPN Cascade, Inc.
|
|
Delaware
|
|
CPN Clear Lake, Inc.
|
|
Delaware
|
|
CPN Insurance Corporation
|
|
Hawaii
|
|
CPN Pipeline Company
|
|
Delaware
|
|
CPN Pryor Funding Corporation
|
|
Delaware
|
|
CPN Telephone Flat, Inc.
|
|
Delaware
|
|
CPN Wild Horse Geothermal LLC
|
|
Delaware
|
|
Creed Energy Center, LLC
|
|
Delaware
|
|
Deer Park Energy Center LLC
|
|
Delaware
|
|
Deer Park Holdings, LLC
|
|
Delaware
|
|
Delta Energy Center, LLC
|
|
Delaware
|
|
Delta, LLC
|
|
Delaware
|
|
Freeport Energy Center, LLC
|
|
Delaware
|
|
Freestone Power Generation, LLC
|
|
Delaware
|
|
Garrison Energy Center LLC
|
|
Delaware
|
|
GEC Bethpage Inc.
|
|
Delaware
|
|
GEC Holdings, LLC
|
|
Delaware
|
|
Geysers Power Company, LLC
|
|
Delaware
|
|
Geysers Power I Company
|
|
Delaware
|
|
Gilroy Energy Center, LLC
|
|
Delaware
|
|
Goose Haven Energy Center, LLC
|
|
Delaware
|
|
Granite Ridge Operating, LLC
|
|
Delaware
|
|
Greenfield Energy Centre, LP
|
|
Ontario
|
|
Guadalupe Peaking Energy Center, LLC
|
|
Delaware
|
|
Guadalupe Power Partners, LP
|
|
Delaware
|
|
Hermiston Power LLC
|
|
Delaware
|
|
Hillabee Energy Center, LLC
|
|
Delaware
|
|
Horizon Hill Wind, LLC
|
|
Delaware
|
|
Idlewild Fuel Management Corp.
|
|
Delaware
|
|
JMC Bethpage, Inc.
|
|
Delaware
|
|
Johanna Energy Center, LLC
|
|
Delaware
|
|
Johanna Energy Storage, LLC
|
|
Delaware
|
|
KIAC Partners
|
|
New York
|
|
King City Holdings, LLC
|
|
Delaware
|
|
Los Esteros Critical Energy Facility, LLC
|
|
Delaware
|
|
Los Esteros Holdings, LLC
|
|
Delaware
|
|
Los Medanos Energy Center LLC
|
|
Delaware
|
|
Magic Valley Pipeline, L.P.
|
|
Delaware
|
|
Mankato Energy Center II, LLC
|
|
Delaware
|
|
Mankato Energy Center, LLC
|
|
Delaware
|
|
Mankato Holdings, LLC
|
|
Delaware
|
|
Metcalf Energy Center, LLC
|
|
Delaware
|
|
Metcalf Funding, LLC
|
|
Delaware
|
|
Subsidiaries of the Company
|
|
|
|
|
|
|
|
Entity
|
|
Jurisdiction
|
|
Metcalf Holdings, LLC
|
|
Delaware
|
|
Mission Rock Energy Center, LLC
|
|
Delaware
|
|
Modoc Power, Inc.
|
|
California
|
|
Morgan Energy Center, LLC
|
|
Delaware
|
|
Mount Hoffman Geothermal Company, L.P.
|
|
California
|
|
New Development Holdings, LLC
|
|
Delaware
|
|
New Steamboat Holdings, LLC
|
|
Delaware
|
|
Nissequogue Cogen Partners
|
|
New York
|
|
NTC Five, Inc.
|
|
Delaware
|
|
O.L.S. Energy-Agnews, Inc.
|
|
Delaware
|
|
Osprey Energy Center, LLC
|
|
Delaware
|
|
Otay Holdings, LLC
|
|
Delaware
|
|
Otay Mesa Energy Center, LLC
|
|
Delaware
|
|
Pasadena Cogen LLC
|
|
Delaware
|
|
Pasadena Cogeneration L.P.
|
|
Delaware
|
|
Pastoria Energy Center, LLC
|
|
Delaware
|
|
Pastoria Energy Facility L.L.C.
|
|
Delaware
|
|
Philadelphia Biogas Supply, Inc.
|
|
Delaware
|
|
Pine Bluff Energy, LLC
|
|
Delaware
|
|
Pioneer Valley Energy Center, LLC
|
|
Massachusetts
|
|
Power Contract Financing, L.L.C.
|
|
Delaware
|
|
Rancho Dominguez Energy Center, LLC
|
|
Delaware
|
|
Rio Hondo Energy Center, LLC
|
|
Delaware
|
|
RockGen Energy LLC
|
|
Wisconsin
|
|
Russell City Energy Company, LLC
|
|
Delaware
|
|
SoCal Development Holdings, LLC
|
|
Delaware
|
|
South Point Energy Center, LLC
|
|
Delaware
|
|
South Point Holdings, LLC
|
|
Delaware
|
|
Southfork Wind, LLC
|
|
Delaware
|
|
Stony Brook Cogeneration Inc.
|
|
Delaware
|
|
Stony Brook Fuel Management Corp.
|
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Delaware
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Sutter Dryers, Inc.
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California
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TBG Cogen Partners
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New York
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Texas City Cogeneration, LLC
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Delaware
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Texas Cogeneration Five, Inc.
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Delaware
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Texas Cogeneration One Company
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Delaware
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Thermal Power Company
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California
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Thomassen Turbine Systems America, Inc.
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Delaware
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Washington Parish Energy Center One, LLC
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Delaware
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Westbrook Energy Center, LLC
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Delaware
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Whitby Cogeneration Limited Partnership
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Ontario
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Zion Energy LLC
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Delaware
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/s/ PricewaterhouseCoopers LLP
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Houston, Texas
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February 11, 2016
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1.
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I have reviewed this annual report on Form 10-K of Calpine Corporation (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ JOHN B. (THAD) HILL III
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John B. (Thad) Hill III
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President, Chief Executive Officer and Director
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Calpine Corporation
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1.
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I have reviewed this annual report on Form 10-K of Calpine Corporation (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ ZAMIR RAUF
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Zamir Rauf
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Executive Vice President and
Chief Financial Officer
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Calpine Corporation
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
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/s/ JOHN B. (THAD) HILL III
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/s/ ZAMIR RAUF
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John B. (Thad) Hill III
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Zamir Rauf
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President,
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Executive Vice President and
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Chief Executive Officer and Director
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Chief Financial Officer
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Calpine Corporation
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Calpine Corporation
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