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[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
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OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2019
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Or
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
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OF THE SECURITIES EXCHANGE ACT OF 1934
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[X]
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Smaller reporting company
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[ ]
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Emerging growth company
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[ ]
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Page
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ABBREVIATION
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DEFINITION
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2018 Form 10-K
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Calpine Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 28, 2019
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2019 First Lien Term Loan
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The $400 million first lien senior secured term loan, dated February 3, 2017, among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and MUFG Union Bank, N.A., as collateral agent, repaid on April 5, 2019
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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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2023 First Lien Term Loans
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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, repaid on April 5, 2019, and the $562 million first lien senior secured term loan, dated May 31, 2016, among Calpine Corporation, as borrower, the lenders party thereto, Citibank, N.A., as administrative agent and MUFG Union Bank, N.A., 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 First Lien Term Loan
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The $1.6 billion first lien senior secured term loan, dated May 28, 2015 (as amended December 21, 2016), 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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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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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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2026 First Lien Notes
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Collectively, the $625 million aggregate principal amount of 5.25% senior secured notes due 2026, issued May 31, 2016, and the $560 million aggregate principal amount of 5.25% senior secured notes due 2026, issued on December 15, 2017
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2026 First Lien Term Loan
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The $950 million first lien senior secured term loan, dated April 5, 2019, among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and MUFG Union Bank, N.A., as collateral agent
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Accounts Receivable Sales Program
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Receivables purchase agreement between Calpine Solutions and Calpine Receivables and the purchase and sale agreement between Calpine Receivables and an unaffiliated financial institution, both which allows for the revolving sale of up to $250 million in certain trade accounts receivables to third parties
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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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ABBREVIATION
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DEFINITION
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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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Btu
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British thermal unit(s), a measure of heat content
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Calpine Receivables
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Calpine Receivables, LLC, an indirect, wholly owned subsidiary of Calpine, which was established as bankruptcy remote, special purpose subsidiary and is responsible for administering the Accounts Receivable Sales Program
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Calpine Solutions
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Calpine Energy Solutions, LLC, an indirect, wholly owned subsidiary of Calpine, which is a supplier of power to commercial and industrial retail customers in the United States with customers in 20 states, including presence in California, Texas, the Mid-Atlantic and the Northeast
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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 Term Loan
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The $1.0 billion first lien senior secured term loan entered into on December 15, 2017 among CCFC as borrower, the lenders party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent
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CDHI
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Calpine Development Holdings, Inc., an indirect, wholly owned subsidiary of Calpine
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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 14 states and the District of Columbia, including presence in California, Texas, the Mid-Atlantic and Northeast
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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, commodity transmission and transportation expense, environmental compliance expenses, ancillary retail expense and realized settlements from our marketing, hedging and optimization activities including natural gas and fuel oil transactions hedging future power sales
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Commodity Margin
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Measure of profit reviewed by our chief operating decision maker that includes revenue recognized on our wholesale and retail power sales activity, electric capacity sales, REC sales, steam sales, realized settlements associated with our marketing, hedging, optimization and trading activities, fuel and purchased energy expenses, commodity transmission and transportation expenses, environmental compliance expenses and ancillary retail expense. Commodity Margin is a measure of segment profit or loss under FASB Accounting Standards Codification 280 used by our chief operating decision maker to make decisions about allocating resources to the relevant segments and assessing their performance
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Commodity revenue
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The sum of our revenues recognized on our wholesale and retail power sales activity, electric capacity sales, REC sales, steam sales and realized settlements from our marketing, hedging, optimization and trading activities
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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 approximately $2.02 billion aggregate amount revolving credit facility credit agreement, dated as of December 10, 2010, as amended on June 27, 2013, July 30, 2014, February 8, 2016, December 1, 2016, September 15, 2017, October 20, 2017, March 8, 2018, May 18, 2018 and April 5, 2019 among Calpine Corporation, the Bank of Tokyo-Mitsubishi UFJ, Ltd., as successor administrative agent, MUFG Union Bank, N.A., as successor collateral agent, the lenders party thereto and the other parties thereto
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CPN Management
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CPN Management, LP, which owns 100% of the common stock of Calpine Corporation
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Exchange Act
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U.S. Securities Exchange Act of 1934, as amended
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ABBREVIATION
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DEFINITION
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FASB
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Financial Accounting Standards Board
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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 2024 First Lien Notes and the 2026 First Lien Notes
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First Lien Term Loans
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Collectively, the 2019 First Lien Term Loan, the 2023 First Lien Term Loans, the 2024 First Lien Term Loan and the 2026 First Lien Term Loan
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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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IRS
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U.S. Internal Revenue Service
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ISO(s)
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Independent System Operator, which is an entity that coordinates, controls and monitors the operation of an electric power system
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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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Lyondell
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LyondellBasell Industries N.V.
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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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Merger
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Merger of Volt Merger Sub, Inc. with and into Calpine pursuant to the terms of the Merger Agreement, which was consummated on March 8, 2018
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Merger Agreement
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Agreement and Plan of Merger, dated, August 17, 2017, by and among Calpine Corporation, Volt Parent, LP and Volt Merger Sub, Inc.
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MMBtu
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Million Btu
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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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NOL(s)
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Net operating loss(es)
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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 that owns the Otay Mesa Energy Center, a 608 MW power plant located in San Diego County, California
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OTC
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Over-the-Counter
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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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REC(s)
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Renewable energy credit(s)
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ABBREVIATION
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DEFINITION
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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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RTO(s)
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Regional Transmission Organization, which is an entity that coordinates, controls and monitors the operation of an electric power system and administers the transmission grid on a regional basis
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SDG&E
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San Diego Gas & Electric Company
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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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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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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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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 the extent to which we hedge risks;
|
•
|
Laws, regulations and market rules in the wholesale and retail 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;
|
•
|
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 Loan and other existing financing obligations;
|
•
|
Risks associated with the operation, construction and development of power plants, including unscheduled outages or delays and plant efficiencies;
|
•
|
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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•
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Extensive competition in our wholesale and retail businesses, including from renewable sources of power, interference by states in competitive power markets through subsidies or similar support for new or existing power plants, lower prices and other incentives offered by retail competitors, and other 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);
|
•
|
The expiration or early termination of our PPAs and the related results on revenues;
|
•
|
Future capacity revenue may not occur at expected levels;
|
•
|
Natural disasters, such as hurricanes, earthquakes, droughts, wildfires and floods, acts of terrorism or cyber attacks that may affect our power plants or the markets our power plants or retail operations serve and our corporate offices;
|
•
|
Disruptions in or limitations on the transportation of natural gas or fuel oil and the transmission of power;
|
•
|
Our ability to manage our counterparty and customer exposure and credit risk, including our commodity positions or if a significant customer were to seek bankruptcy protection under Chapter 11;
|
•
|
Our ability to attract, motivate and retain key employees;
|
•
|
Present and possible future claims, litigation and enforcement actions that may arise from noncompliance with market rules promulgated by the SEC, Commodity Futures Trading Commission, FERC and other regulatory bodies; and
|
•
|
Other risks identified in this Report, in our 2018 Form 10-K and in other reports filed by us with the SEC.
|
Item 1.
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Financial Statements
|
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Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
||||||||
Commodity revenue
|
$
|
2,128
|
|
|
$
|
2,121
|
|
|
$
|
4,666
|
|
|
$
|
4,517
|
|
Mark-to-market gain (loss)
|
467
|
|
|
131
|
|
|
523
|
|
|
(260
|
)
|
||||
Other revenue
|
4
|
|
|
7
|
|
|
9
|
|
|
11
|
|
||||
Operating revenues
|
2,599
|
|
|
2,259
|
|
|
5,198
|
|
|
4,268
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Fuel and purchased energy expense:
|
|
|
|
|
|
|
|
||||||||
Commodity expense
|
1,367
|
|
|
1,426
|
|
|
3,125
|
|
|
3,216
|
|
||||
Mark-to-market (gain) loss
|
280
|
|
|
(57
|
)
|
|
290
|
|
|
(77
|
)
|
||||
Fuel and purchased energy expense
|
1,647
|
|
|
1,369
|
|
|
3,415
|
|
|
3,139
|
|
||||
Operating and maintenance expense
|
245
|
|
|
242
|
|
|
484
|
|
|
517
|
|
||||
Depreciation and amortization expense
|
175
|
|
|
186
|
|
|
349
|
|
|
387
|
|
||||
General and other administrative expense
|
34
|
|
|
31
|
|
|
66
|
|
|
91
|
|
||||
Other operating expenses
|
19
|
|
|
19
|
|
|
38
|
|
|
56
|
|
||||
Total operating expenses
|
2,120
|
|
|
1,847
|
|
|
4,352
|
|
|
4,190
|
|
||||
Impairment losses
|
40
|
|
|
—
|
|
|
55
|
|
|
—
|
|
||||
(Income) from unconsolidated subsidiaries
|
(5
|
)
|
|
(5
|
)
|
|
(11
|
)
|
|
(11
|
)
|
||||
Income from operations
|
444
|
|
|
417
|
|
|
802
|
|
|
89
|
|
||||
Interest expense
|
157
|
|
|
157
|
|
|
306
|
|
|
308
|
|
||||
(Gain) loss on extinguishment of debt
|
3
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Other (income) expense, net
|
5
|
|
|
62
|
|
|
28
|
|
|
69
|
|
||||
Income (loss) before income taxes
|
279
|
|
|
198
|
|
|
469
|
|
|
(288
|
)
|
||||
Income tax expense (benefit)
|
9
|
|
|
(158
|
)
|
|
19
|
|
|
(50
|
)
|
||||
Net income (loss)
|
270
|
|
|
356
|
|
|
450
|
|
|
(238
|
)
|
||||
Net income attributable to the noncontrolling interest
|
(4
|
)
|
|
(4
|
)
|
|
(9
|
)
|
|
(8
|
)
|
||||
Net income (loss) attributable to Calpine
|
$
|
266
|
|
|
$
|
352
|
|
|
$
|
441
|
|
|
$
|
(246
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Net income (loss)
|
$
|
270
|
|
|
$
|
356
|
|
|
$
|
450
|
|
|
$
|
(238
|
)
|
Cash flow hedging activities:
|
|
|
|
|
|
|
|
||||||||
Gain (loss) on cash flow hedges before reclassification adjustment for cash flow hedges realized in net income (loss)
|
(29
|
)
|
|
15
|
|
|
(52
|
)
|
|
63
|
|
||||
Reclassification adjustment for (gain) loss on cash flow hedges realized in net income (loss)
|
(3
|
)
|
|
—
|
|
|
(5
|
)
|
|
7
|
|
||||
Foreign currency translation gain (loss)
|
1
|
|
|
(2
|
)
|
|
3
|
|
|
(8
|
)
|
||||
Income tax benefit (expense)
|
1
|
|
|
7
|
|
|
1
|
|
|
(4
|
)
|
||||
Other comprehensive income (loss)
|
(30
|
)
|
|
20
|
|
|
(53
|
)
|
|
58
|
|
||||
Comprehensive income (loss)
|
240
|
|
|
376
|
|
|
397
|
|
|
(180
|
)
|
||||
Comprehensive (income) attributable to the noncontrolling interest
|
(3
|
)
|
|
(4
|
)
|
|
(8
|
)
|
|
(10
|
)
|
||||
Comprehensive income (loss) attributable to Calpine
|
$
|
237
|
|
|
$
|
372
|
|
|
$
|
389
|
|
|
$
|
(190
|
)
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
|
|
(in millions, except share and per share amounts)
|
||||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents ($33 and $43 attributable to VIEs)
|
|
$
|
297
|
|
|
$
|
205
|
|
Accounts receivable, net of allowance of $8 and $9
|
|
806
|
|
|
1,022
|
|
||
Inventories
|
|
541
|
|
|
525
|
|
||
Margin deposits and other prepaid expense
|
|
276
|
|
|
315
|
|
||
Restricted cash, current ($108 and $90 attributable to VIEs)
|
|
182
|
|
|
167
|
|
||
Derivative assets, current
|
|
202
|
|
|
142
|
|
||
Current assets held for sale
|
|
335
|
|
|
—
|
|
||
Other current assets
|
|
60
|
|
|
43
|
|
||
Total current assets
|
|
2,699
|
|
|
2,419
|
|
||
Property, plant and equipment, net ($3,873 and $3,919 attributable to VIEs)
|
|
12,051
|
|
|
12,442
|
|
||
Restricted cash, net of current portion ($48 and $33 attributable to VIEs)
|
|
80
|
|
|
34
|
|
||
Investments in unconsolidated subsidiaries
|
|
71
|
|
|
76
|
|
||
Long-term derivative assets
|
|
213
|
|
|
160
|
|
||
Goodwill
|
|
242
|
|
|
242
|
|
||
Intangible assets, net
|
|
370
|
|
|
412
|
|
||
Other assets ($100 and $30 attributable to VIEs)
|
|
483
|
|
|
277
|
|
||
Total assets
|
|
$
|
16,209
|
|
|
$
|
16,062
|
|
LIABILITIES & STOCKHOLDER’S EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
695
|
|
|
$
|
958
|
|
Accrued interest payable
|
|
98
|
|
|
96
|
|
||
Debt, current portion ($213 and $201 attributable to VIEs)
|
|
263
|
|
|
637
|
|
||
Derivative liabilities, current
|
|
165
|
|
|
303
|
|
||
Current liabilitites held for sale
|
|
22
|
|
|
—
|
|
||
Other current liabilities ($71 and $36 attributable to VIEs)
|
|
470
|
|
|
489
|
|
||
Total current liabilities
|
|
1,713
|
|
|
2,483
|
|
||
Debt, net of current portion ($1,889 and $1,978 attributable to VIEs)
|
|
10,461
|
|
|
10,148
|
|
||
Long-term derivative liabilities
|
|
119
|
|
|
140
|
|
||
Other long-term liabilities ($73 and $36 attributable to VIEs)
|
|
463
|
|
|
235
|
|
||
Total liabilities
|
|
12,756
|
|
|
13,006
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (see Note 11)
|
|
|
|
|
||||
Stockholder’s equity:
|
|
|
|
|
||||
Common stock, $0.001 par value per share; authorized 5,000 shares, 105.2 shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
9,584
|
|
|
9,582
|
|
||
Accumulated deficit
|
|
(6,101
|
)
|
|
(6,542
|
)
|
||
Accumulated other comprehensive loss
|
|
(129
|
)
|
|
(77
|
)
|
||
Total Calpine stockholder’s equity
|
|
3,354
|
|
|
2,963
|
|
||
Noncontrolling interest
|
|
99
|
|
|
93
|
|
||
Total stockholder’s equity
|
|
3,453
|
|
|
3,056
|
|
||
Total liabilities and stockholder’s equity
|
|
$
|
16,209
|
|
|
$
|
16,062
|
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interest
|
|
Total
Stockholder’s
Equity
|
||||||||||||||
Balance, December 31, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,582
|
|
|
$
|
(6,542
|
)
|
|
$
|
(77
|
)
|
|
$
|
93
|
|
|
$
|
3,056
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
5
|
|
|
180
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||||||
Balance, March 31, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,584
|
|
|
$
|
(6,367
|
)
|
|
$
|
(100
|
)
|
|
$
|
96
|
|
|
$
|
3,213
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
266
|
|
|
—
|
|
|
4
|
|
|
270
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
(1
|
)
|
|
(30
|
)
|
|||||||
Balance, June 30, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,584
|
|
|
$
|
(6,101
|
)
|
|
$
|
(129
|
)
|
|
$
|
99
|
|
|
$
|
3,453
|
|
|
Common
Stock |
|
Treasury
Stock |
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Accumulated
Other Comprehensive Loss |
|
Noncontrolling
Interest |
|
Total
Stockholder’s Equity |
||||||||||||||
Balance, December 31, 2017
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
9,661
|
|
|
$
|
(6,552
|
)
|
|
$
|
(106
|
)
|
|
$
|
79
|
|
|
$
|
3,067
|
|
Treasury stock transactions
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||||
Effects of the Merger
|
—
|
|
|
22
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||||||
Contribution from the noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|||||||
Distribution to the noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(598
|
)
|
|
—
|
|
|
4
|
|
|
(594
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
2
|
|
|
38
|
|
|||||||
Balance, March 31, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,582
|
|
|
$
|
(7,150
|
)
|
|
$
|
(70
|
)
|
|
$
|
85
|
|
|
$
|
2,447
|
|
Distribution to the noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
352
|
|
|
—
|
|
|
4
|
|
|
356
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|||||||
Balance, June 30, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,582
|
|
|
$
|
(6,798
|
)
|
|
$
|
(50
|
)
|
|
$
|
88
|
|
|
$
|
2,822
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in millions)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
450
|
|
|
$
|
(238
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
(1)
|
|
398
|
|
|
443
|
|
||
Deferred income taxes
|
|
16
|
|
|
36
|
|
||
Impairment losses
|
|
55
|
|
|
—
|
|
||
Mark-to-market activity, net
|
|
(231
|
)
|
|
180
|
|
||
(Income) from unconsolidated subsidiaries
|
|
(11
|
)
|
|
(11
|
)
|
||
Return on investments from unconsolidated subsidiaries
|
|
11
|
|
|
5
|
|
||
Stock-based compensation expense
|
|
—
|
|
|
57
|
|
||
Other
|
|
(3
|
)
|
|
9
|
|
||
Change in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
215
|
|
|
(8
|
)
|
||
Accounts payable
|
|
(269
|
)
|
|
(11
|
)
|
||
Margin deposits and other prepaid expense
|
|
40
|
|
|
(90
|
)
|
||
Other assets and liabilities, net
|
|
(61
|
)
|
|
(242
|
)
|
||
Derivative instruments, net
|
|
(91
|
)
|
|
(74
|
)
|
||
Net cash provided by operating activities
|
|
519
|
|
|
56
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
(304
|
)
|
|
(231
|
)
|
||
Other
|
|
(11
|
)
|
|
(3
|
)
|
||
Net cash used in investing activities
|
|
(315
|
)
|
|
(234
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Borrowings under First Lien Term Loans
|
|
941
|
|
|
—
|
|
||
Repayment of CCFC Term Loan and First Lien Term Loans
|
|
(942
|
)
|
|
(21
|
)
|
||
Repurchases of Senior Unsecured Notes
|
|
(44
|
)
|
|
—
|
|
||
Borrowings under Corporate Revolving Facility
|
|
220
|
|
|
475
|
|
||
Repayments of Corporate Revolving Facility
|
|
(175
|
)
|
|
(200
|
)
|
||
Borrowings from project financing, notes payable and other
|
|
34
|
|
|
—
|
|
||
Repayments of project financing, notes payable and other
|
|
(77
|
)
|
|
(66
|
)
|
||
Distribution to noncontrolling interest holder
|
|
—
|
|
|
(3
|
)
|
||
Financing costs
|
|
(8
|
)
|
|
(12
|
)
|
||
Stock repurchases
|
|
—
|
|
|
(79
|
)
|
||
Shares repurchased for tax withholding on stock-based awards
|
|
—
|
|
|
(7
|
)
|
||
Dividends paid
(2)
|
|
—
|
|
|
(18
|
)
|
||
Net cash (used in) provided by financing activities
|
|
(51
|
)
|
|
69
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
153
|
|
|
(109
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
|
406
|
|
|
443
|
|
||
Cash, cash equivalents and restricted cash, end of period
(3)
|
|
$
|
559
|
|
|
$
|
334
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in millions)
|
||||||
Cash paid during the period for:
|
|
|
|
|
||||
Interest, net of amounts capitalized
|
|
$
|
283
|
|
|
$
|
284
|
|
Income taxes
|
|
$
|
8
|
|
|
$
|
10
|
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
||||
Change in capital expenditures included in account payable
|
|
$
|
19
|
|
|
$
|
(14
|
)
|
Plant tax settlement offset in prepaid assets
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
Asset retirement obligation adjustment offset in operating activities
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
Garrison Energy Center, RockGen Energy Center and other property, plant and equipment, net, classified as current assets held for sale
|
|
$
|
(335
|
)
|
|
$
|
—
|
|
Garrison Energy Center finance lease liability classified as current liabilities held for sale
|
|
$
|
22
|
|
|
$
|
—
|
|
(1)
|
Includes amortization recorded in Commodity revenue and Commodity expense associated with intangible assets and amortization recorded in interest expense associated with debt issuance costs and discounts.
|
(2)
|
Subsequent to the consummation of the Merger on March 8, 2018, we paid certain Merger-related costs incurred by CPN Management, our direct parent.
|
(3)
|
Our cash and cash equivalents, restricted cash, current and restricted cash, net of current portion are stated as separate line items on our Consolidated Condensed Balance Sheets.
|
1.
|
Basis of Presentation and Summary of Significant Accounting Policies
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Current
|
|
Non-Current
|
|
Total
|
|
Current
|
|
Non-Current
|
|
Total
|
||||||||||||
Debt service
|
$
|
51
|
|
|
$
|
8
|
|
|
$
|
59
|
|
|
$
|
13
|
|
|
$
|
8
|
|
|
$
|
21
|
|
Construction/major maintenance
|
9
|
|
|
39
|
|
|
48
|
|
|
23
|
|
|
24
|
|
|
47
|
|
||||||
Security/project/insurance
|
112
|
|
|
31
|
|
|
143
|
|
|
120
|
|
|
—
|
|
|
120
|
|
||||||
Other
|
10
|
|
|
2
|
|
|
12
|
|
|
11
|
|
|
2
|
|
|
13
|
|
||||||
Total
|
$
|
182
|
|
|
$
|
80
|
|
|
$
|
262
|
|
|
$
|
167
|
|
|
$
|
34
|
|
|
$
|
201
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Depreciable Lives
|
|||||||
Buildings, machinery and equipment
|
$
|
16,522
|
|
|
$
|
16,400
|
|
|
1.5
|
–
|
50
|
Years
|
Geothermal properties
|
1,509
|
|
|
1,501
|
|
|
13
|
–
|
58
|
Years
|
||
Other
|
269
|
|
|
286
|
|
|
3
|
–
|
50
|
Years
|
||
|
18,300
|
|
|
18,187
|
|
|
|
|
|
|
||
Less: Accumulated depreciation
|
6,860
|
|
|
6,832
|
|
|
|
|
|
|
||
|
11,440
|
|
|
11,355
|
|
|
|
|
|
|
||
Land
|
128
|
|
|
121
|
|
|
|
|
|
|
||
Construction in progress
|
483
|
|
|
966
|
|
|
|
|
|
|
||
Property, plant and equipment, net
|
$
|
12,051
|
|
|
$
|
12,442
|
|
|
|
|
|
|
2.
|
Revenue from Contracts with Customers
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||||||
|
Wholesale
|
|
|
|
|
|
|
||||||||||||||||
|
West
|
|
Texas
|
|
East
|
|
Retail
|
|
Elimination
|
|
Total
|
||||||||||||
Third-Party:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy & other products
|
$
|
145
|
|
|
$
|
318
|
|
|
$
|
124
|
|
|
$
|
413
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
Capacity
|
36
|
|
|
33
|
|
|
154
|
|
|
—
|
|
|
—
|
|
|
223
|
|
||||||
Revenues relating to physical or executory contracts – third-party
|
$
|
181
|
|
|
$
|
351
|
|
|
$
|
278
|
|
|
$
|
413
|
|
|
$
|
—
|
|
|
$
|
1,223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Affiliate
(1)
:
|
$
|
6
|
|
|
$
|
14
|
|
|
$
|
30
|
|
|
$
|
1
|
|
|
$
|
(51
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues relating to leases and derivative instruments
(2)
|
|
|
|
|
|
|
|
|
|
|
$
|
1,376
|
|
||||||||||
Total operating revenues
|
|
|
|
|
|
|
|
|
|
|
$
|
2,599
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||||
|
Wholesale
|
|
|
|
|
|
|
||||||||||||||||
|
West
|
|
Texas
|
|
East
|
|
Retail
|
|
Elimination
|
|
Total
|
||||||||||||
Third-Party:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy & other products
|
$
|
176
|
|
|
$
|
326
|
|
|
$
|
120
|
|
|
$
|
451
|
|
|
$
|
—
|
|
|
$
|
1,073
|
|
Capacity
|
35
|
|
|
23
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
198
|
|
||||||
Revenues relating to physical or executory contracts – third-party
|
$
|
211
|
|
|
$
|
349
|
|
|
$
|
260
|
|
|
$
|
451
|
|
|
$
|
—
|
|
|
$
|
1,271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Affiliate
(1)
:
|
$
|
5
|
|
|
$
|
9
|
|
|
$
|
21
|
|
|
$
|
1
|
|
|
$
|
(36
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues relating to leases and derivative instruments
(2)
|
|
|
|
|
|
|
|
|
|
|
$
|
988
|
|
||||||||||
Total operating revenues
|
|
|
|
|
|
|
|
|
|
|
$
|
2,259
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||||||
|
Wholesale
|
|
|
|
|
|
|
||||||||||||||||
|
West
|
|
Texas
|
|
East
|
|
Retail
|
|
Elimination
|
|
Total
|
||||||||||||
Third-Party:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy & other products
|
$
|
437
|
|
|
$
|
620
|
|
|
$
|
327
|
|
|
$
|
825
|
|
|
$
|
—
|
|
|
$
|
2,209
|
|
Capacity
|
71
|
|
|
65
|
|
|
331
|
|
|
—
|
|
|
—
|
|
|
467
|
|
||||||
Revenues relating to physical or executory contracts – third-party
|
$
|
508
|
|
|
$
|
685
|
|
|
$
|
658
|
|
|
$
|
825
|
|
|
$
|
—
|
|
|
$
|
2,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Affiliate
(1)
:
|
$
|
17
|
|
|
$
|
28
|
|
|
$
|
57
|
|
|
$
|
4
|
|
|
$
|
(106
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues relating to leases and derivative instruments
(2)
|
|
|
|
|
|
|
|
|
|
|
$
|
2,522
|
|
||||||||||
Total operating revenues
|
|
|
|
|
|
|
|
|
|
|
$
|
5,198
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||||
|
Wholesale
|
|
|
|
|
|
|
||||||||||||||||
|
West
|
|
Texas
|
|
East
|
|
Retail
|
|
Elimination
|
|
Total
|
||||||||||||
Third-Party:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy & other products
|
$
|
375
|
|
|
$
|
630
|
|
|
$
|
252
|
|
|
$
|
894
|
|
|
$
|
—
|
|
|
$
|
2,151
|
|
Capacity
|
54
|
|
|
49
|
|
|
289
|
|
|
—
|
|
|
—
|
|
|
392
|
|
||||||
Revenues relating to physical or executory contracts – third-party
|
$
|
429
|
|
|
$
|
679
|
|
|
$
|
541
|
|
|
$
|
894
|
|
|
$
|
—
|
|
|
$
|
2,543
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Affiliate
(1)
:
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
42
|
|
|
$
|
2
|
|
|
$
|
(70
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues relating to leases and derivative instruments
(2)
|
|
|
|
|
|
|
|
|
|
|
$
|
1,725
|
|
||||||||||
Total operating revenues
|
|
|
|
|
|
|
|
|
|
|
$
|
4,268
|
|
(1)
|
Affiliate energy, other and capacity revenues reflect revenues on transactions between wholesale and retail affiliates excluding affiliate activity related to leases and derivative instruments. All such activity supports retail supply needs from the wholesale business and/or allows for collateral margin netting efficiencies at Calpine.
|
(2)
|
Revenues relating to contracts accounted for as leases and derivatives include energy and capacity revenues relating to PPAs that we are required to account for as operating leases and physical and financial commodity derivative contracts, primarily relating to power, natural gas and environmental products. Revenue related to derivative instruments includes revenue recorded in Commodity revenue and mark-to-market gain (loss) within our operating revenues on our Consolidated Condensed Statements of Operations.
|
3.
|
Leases
|
•
|
we elected not to separate lease and nonlease components for our current classes of underlying leased assets as the lessee;
|
•
|
we did not evaluate existing and expired land easements that were not previously accounted for as leases prior to January 1, 2019; and
|
•
|
we did not reassess the classification of leases, the accounting for initial direct costs or whether contractual arrangements contained a lease for all contracts that expired or commenced prior to January 1, 2019.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2019
|
|
2019
|
||||
Operating Leases
|
|
|
|
||||
Operating lease expense
|
$
|
12
|
|
|
$
|
23
|
|
|
|
|
|
||||
Finance Leases
|
|
|
|
||||
Amortization of the right-of-use assets
|
$
|
1
|
|
|
$
|
4
|
|
Interest expense
|
2
|
|
|
4
|
|
||
Finance lease expense
|
$
|
3
|
|
|
$
|
8
|
|
|
|
|
|
||||
Variable lease expense
|
$
|
4
|
|
|
$
|
5
|
|
|
|
|
|
||||
Total lease expense
|
$
|
19
|
|
|
$
|
36
|
|
|
Operating Leases
(1)(2)
|
|
Finance Leases
(2)(3)
|
||||
2019
|
$
|
39
|
|
|
$
|
8
|
|
2020
|
20
|
|
|
16
|
|
||
2021
|
21
|
|
|
16
|
|
||
2022
|
19
|
|
|
16
|
|
||
2023
|
18
|
|
|
19
|
|
||
Thereafter
|
201
|
|
|
33
|
|
||
Total minimum lease payments
|
318
|
|
|
108
|
|
||
Less: Amount representing interest
|
108
|
|
|
30
|
|
||
Total lease obligation
|
210
|
|
|
78
|
|
||
Less: current lease obligation
|
39
|
|
|
10
|
|
||
Long-term lease obligation
|
$
|
171
|
|
|
$
|
68
|
|
(1)
|
The lease liabilities associated with our operating leases as of
June 30, 2019
are included in other current liabilities and other long-term liabilities on our Consolidated Condensed Balance Sheet.
|
(2)
|
Excludes an operating lease obligation of
$1 million
and a finance lease obligation of
$18 million
related to Garrison Energy Center which are included in current liabilities held for sale on our Consolidated Condensed Balance Sheet. See Note 4 for further information related to the sale of the Garrison Energy Center.
|
(3)
|
The lease liabilities associated with our finance leases as of
June 30, 2019
are included in debt, current portion and debt, net of current portion on our Consolidated Condensed Balance Sheet.
|
|
|
June 30, 2019
(1)
|
||
Operating leases
(2)
|
|
|
||
Right-of-use assets associated with operating leases
|
|
$
|
184
|
|
|
|
|
||
Finance leases
(3)
|
|
|
||
Property, plant and equipment, gross
|
|
$
|
213
|
|
Accumulated amortization
|
|
(104
|
)
|
|
Property, plant and equipment, net
|
|
$
|
109
|
|
|
|
|
||
Weighted average remaining lease term (in years)
|
|
|
||
Operating leases
|
|
15.8
|
|
|
Finance leases
|
|
7.4
|
|
|
|
|
|
||
Weighted average discount rate
|
|
|
||
Operating leases
|
|
5.1
|
%
|
|
Finance leases
|
|
8.0
|
%
|
(1)
|
Excludes a right-of-use asset and property, plant and equipment, net of
$1 million
and
$17 million
, respectively, related to Garrison Energy Center which are included in current assets held for sale on our Consolidated Condensed Balance Sheet. See Note 4 for further information related to the sale of the Garrison Energy Center.
|
(2)
|
The right-of-use assets associated with our operating leases as of
June 30, 2019
are included in other assets on our Consolidated Condensed Balance Sheet.
|
(3)
|
The right-of-use assets associated with our finance leases as of
June 30, 2019
are included in property, plant and equipment, net on our Consolidated Condensed Balance Sheet.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2019
|
|
2019
|
||||
Operating Leases
(1)
|
|
|
|
||||
Fixed lease payments
|
$
|
70
|
|
|
$
|
139
|
|
(1)
|
Revenues associated with our operating leases are included in Commodity revenue and other revenue on our Consolidated Condensed Statement of Operations.
|
2019
|
$
|
204
|
|
2020
|
287
|
|
|
2021
|
261
|
|
|
2022
|
227
|
|
|
2023
|
144
|
|
|
Thereafter
|
284
|
|
|
Total
|
$
|
1,407
|
|
(1)
|
Our assets subject to contracts that are accounted for as operating leases primarily consist of our power plants subject to tolling contracts.
|
|
Operating Leases
|
|
Capital Leases
(1)
|
||||
2019
|
$
|
50
|
|
|
$
|
40
|
|
2020
|
19
|
|
|
40
|
|
||
2021
|
20
|
|
|
38
|
|
||
2022
|
18
|
|
|
33
|
|
||
2023
|
17
|
|
|
27
|
|
||
Thereafter
|
192
|
|
|
92
|
|
||
Total minimum lease payments
|
$
|
316
|
|
|
270
|
|
|
Less: Amount representing interest
|
|
|
89
|
|
|||
Present value of net minimum lease payments
|
|
|
$
|
181
|
|
(1)
|
Includes a failed sale-leaseback transaction related to our Pasadena Power Plant.
|
2019
|
$
|
342
|
|
2020
|
261
|
|
|
2021
|
257
|
|
|
2022
|
224
|
|
|
2023
|
141
|
|
|
Thereafter
|
239
|
|
|
Total
|
$
|
1,464
|
|
4.
|
Divestitures
|
5.
|
Variable Interest Entities and Unconsolidated Investments
|
|
Ownership Interest as of
June 30, 2019
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Greenfield LP
(1)
|
50%
|
|
$
|
56
|
|
|
$
|
55
|
|
Whitby
|
50%
|
|
10
|
|
|
15
|
|
||
Calpine Receivables
|
100%
|
|
5
|
|
|
6
|
|
||
Total investments in unconsolidated subsidiaries
|
|
|
$
|
71
|
|
|
$
|
76
|
|
(1)
|
Includes our share of accumulated other comprehensive income/loss related to interest rate hedging instruments associated with our unconsolidated subsidiary Greenfield LP’s debt.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Greenfield LP
|
$
|
(4
|
)
|
|
$
|
(2
|
)
|
|
$
|
(6
|
)
|
|
$
|
(4
|
)
|
Whitby
|
(2
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|
(8
|
)
|
||||
Calpine Receivables
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Total
|
$
|
(5
|
)
|
|
$
|
(5
|
)
|
|
$
|
(11
|
)
|
|
$
|
(11
|
)
|
6.
|
Debt
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Senior Unsecured Notes
|
$
|
2,990
|
|
|
$
|
3,036
|
|
First Lien Term Loans
|
2,979
|
|
|
2,976
|
|
||
First Lien Notes
|
2,402
|
|
|
2,400
|
|
||
Project financing, notes payable and other
|
1,229
|
|
|
1,264
|
|
||
CCFC Term Loan
|
971
|
|
|
974
|
|
||
Finance lease obligations
|
78
|
|
|
105
|
|
||
Corporate Revolving Facility
|
75
|
|
|
30
|
|
||
Subtotal
|
10,724
|
|
|
10,785
|
|
||
Less: Current maturities
|
263
|
|
|
637
|
|
||
Total long-term debt
|
$
|
10,461
|
|
|
$
|
10,148
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
2023 Senior Unsecured Notes
|
$
|
1,228
|
|
|
$
|
1,227
|
|
2024 Senior Unsecured Notes
|
589
|
|
|
599
|
|
||
2025 Senior Unsecured Notes
|
1,173
|
|
|
1,210
|
|
||
Total Senior Unsecured Notes
|
$
|
2,990
|
|
|
$
|
3,036
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
2019 First Lien Term Loan
|
$
|
—
|
|
|
$
|
389
|
|
2023 First Lien Term Loans
|
535
|
|
|
1,059
|
|
||
2024 First Lien Term Loan
|
1,522
|
|
|
1,528
|
|
||
2026 First Lien Term Loan
|
922
|
|
|
—
|
|
||
Total First Lien Term Loans
|
$
|
2,979
|
|
|
$
|
2,976
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
2022 First Lien Notes
|
$
|
744
|
|
|
$
|
743
|
|
2024 First Lien Notes
|
487
|
|
|
486
|
|
||
2026 First Lien Notes
|
1,171
|
|
|
1,171
|
|
||
Total First Lien Notes
|
$
|
2,402
|
|
|
$
|
2,400
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Corporate Revolving Facility
(1)
|
$
|
585
|
|
|
$
|
693
|
|
CDHI
(2)
|
30
|
|
|
251
|
|
||
Various project financing facilities
|
227
|
|
|
228
|
|
||
Other corporate facilities
(3)
|
293
|
|
|
193
|
|
||
Total
|
$
|
1,135
|
|
|
$
|
1,365
|
|
(1)
|
The Corporate Revolving Facility represents our primary revolving facility. On April 5, 2019, we amended our Corporate Revolving Facility to increase the capacity by approximately
$330 million
from
$1.69 billion
to approximately
$2.02 billion
.
|
(2)
|
Pursuant to the terms and conditions of the CDHI credit agreement, the capacity under the CDHI letter of credit facility was reduced to
$125 million
on June 28, 2019. The decrease in capacity did not have a material effect on our liquidity as alternative sources of liquidity are available.
|
(3)
|
We have three unsecured letter of credit facilities with two third-party financial institutions totaling approximately
$300 million
at
June 30, 2019
.
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Senior Unsecured Notes
|
$
|
3,011
|
|
|
$
|
2,990
|
|
|
$
|
2,803
|
|
|
$
|
3,036
|
|
First Lien Term Loans
|
3,013
|
|
|
2,979
|
|
|
2,877
|
|
|
2,976
|
|
||||
First Lien Notes
|
2,462
|
|
|
2,402
|
|
|
2,299
|
|
|
2,400
|
|
||||
Project financing, notes payable and other
(1)
|
1,136
|
|
|
1,153
|
|
|
1,209
|
|
|
1,188
|
|
||||
CCFC Term Loan
|
980
|
|
|
971
|
|
|
938
|
|
|
974
|
|
||||
Corporate Revolving Facility
|
75
|
|
|
75
|
|
|
30
|
|
|
30
|
|
||||
Total
|
$
|
10,677
|
|
|
$
|
10,570
|
|
|
$
|
10,156
|
|
|
$
|
10,604
|
|
(1)
|
Excludes an agreement 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 June 30, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
(1)
|
$
|
165
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
165
|
|
Commodity instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity exchange traded derivatives contracts
|
1,089
|
|
|
—
|
|
|
—
|
|
|
1,089
|
|
||||
Commodity forward contracts
(2)
|
—
|
|
|
350
|
|
|
322
|
|
|
672
|
|
||||
Interest rate hedging instruments
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
Effect of netting and allocation of collateral
(3)(4)
|
(1,089
|
)
|
|
(243
|
)
|
|
(20
|
)
|
|
(1,352
|
)
|
||||
Total assets
|
$
|
165
|
|
|
$
|
113
|
|
|
$
|
302
|
|
|
$
|
580
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity exchange traded derivatives contracts
|
$
|
1,179
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,179
|
|
Commodity forward contracts
(2)
|
—
|
|
|
474
|
|
|
96
|
|
|
570
|
|
||||
Interest rate hedging instruments
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
||||
Effect of netting and allocation of collateral
(3)(4)
|
(1,179
|
)
|
|
(298
|
)
|
|
(21
|
)
|
|
(1,498
|
)
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
209
|
|
|
$
|
75
|
|
|
$
|
284
|
|
|
Assets and Liabilities with Recurring Fair Value Measures as of December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
(1)
|
$
|
168
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
168
|
|
Commodity instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity exchange traded derivatives contracts
|
933
|
|
|
—
|
|
|
—
|
|
|
933
|
|
||||
Commodity forward contracts
(2)
|
—
|
|
|
338
|
|
|
212
|
|
|
550
|
|
||||
Interest rate hedging instruments
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
||||
Effect of netting and allocation of collateral
(3)(4)
|
(933
|
)
|
|
(262
|
)
|
|
(26
|
)
|
|
(1,221
|
)
|
||||
Total assets
|
$
|
168
|
|
|
$
|
116
|
|
|
$
|
186
|
|
|
$
|
470
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity exchange traded derivatives contracts
|
$
|
932
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
932
|
|
Commodity forward contracts
(2)
|
—
|
|
|
549
|
|
|
220
|
|
|
769
|
|
||||
Interest rate hedging instruments
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
Effect of netting and allocation of collateral
(3)(4)
|
(932
|
)
|
|
(310
|
)
|
|
(26
|
)
|
|
(1,268
|
)
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
249
|
|
|
$
|
194
|
|
|
$
|
443
|
|
(1)
|
At
June 30, 2019
and
December 31, 2018
, we had cash equivalents of
$16 million
and
$23 million
included in cash and cash equivalents and
$149 million
and
$145 million
included in restricted cash, respectively.
|
(2)
|
Includes OTC swaps and options.
|
(3)
|
We offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement for financial statement presentation; therefore, amounts recognized for the right to reclaim, or the obligation to return, cash collateral are presented net with the corresponding derivative instrument fair values. See Note 8 for further discussion of our derivative instruments subject to master netting arrangements.
|
(4)
|
Cash collateral posted with (received from) counterparties allocated to level 1, level 2 and level 3 derivative instruments totaled
$90 million
,
$55 million
and
$1 million
, respectively, at
June 30, 2019
. Cash collateral posted with (received from) counterparties allocated to level 1, level 2 and level 3 derivative instruments totaled
$(1) million
,
$48 million
and
nil
, respectively, at
December 31, 2018
.
|
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
|
||||||||||||
|
|
June 30, 2019
|
|
||||||||||||
|
|
Fair Value, Net Asset
|
|
|
|
Significant Unobservable
|
|
|
|
|
|
||||
|
|
(Liability)
|
|
Valuation Technique
|
|
Input
|
|
Range
|
|||||||
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||
Power Contracts
(1)
|
|
$
|
190
|
|
|
Discounted cash flow
|
|
Market price (per MWh)
|
|
$
|
7.09
|
|
—
|
$123.34
|
/MWh
|
Power Congestion Products
|
|
$
|
18
|
|
|
Discounted cash flow
|
|
Market price (per MWh)
|
|
$
|
(8.63
|
)
|
—
|
$11.48
|
/MWh
|
Natural Gas Contracts
|
|
$
|
6
|
|
|
Discounted cash flow
|
|
Market price (per MMBtu)
|
|
$
|
0.61
|
|
—
|
$9.75
|
/MMBtu
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
December 31, 2018
|
|
||||||||||||
|
|
Fair Value, Net Asset
|
|
|
|
Significant Unobservable
|
|
|
|
|
|
||||
|
|
(Liability)
|
|
Valuation Technique
|
|
Input
|
|
Range
|
|||||||
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||
Power Contracts
(1)
|
|
$
|
36
|
|
|
Discounted cash flow
|
|
Market price (per MWh)
|
|
$
|
2.12
|
|
—
|
$227.98
|
/MWh
|
Power Congestion Products
|
|
$
|
26
|
|
|
Discounted cash flow
|
|
Market price (per MWh)
|
|
$
|
(11.71
|
)
|
—
|
$11.88
|
/MWh
|
Natural Gas Contracts
|
|
$
|
(73
|
)
|
|
Discounted cash flow
|
|
Market price (per MMBtu)
|
|
$
|
0.75
|
|
—
|
$8.87
|
/MMBtu
|
(1)
|
Power contracts include power and heat rate instruments classified as level 3 in the fair value hierarchy.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Balance, beginning of period
|
|
$
|
105
|
|
|
$
|
129
|
|
|
$
|
(8
|
)
|
|
$
|
197
|
|
Realized and mark-to-market gains (losses):
|
|
|
|
|
|
|
|
|
||||||||
Included in net income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Included in operating revenues
(1)
|
|
152
|
|
|
31
|
|
|
197
|
|
|
(28
|
)
|
||||
Included in fuel and purchased energy expense
(2)
|
|
1
|
|
|
18
|
|
|
2
|
|
|
15
|
|
||||
Change in collateral
|
|
(1
|
)
|
|
1
|
|
|
1
|
|
|
(1
|
)
|
||||
Purchases, Issuances and settlements:
|
|
|
|
|
|
|
|
|
||||||||
Purchases
|
|
1
|
|
|
5
|
|
|
3
|
|
|
9
|
|
||||
Issuances
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Settlements
|
|
(35
|
)
|
|
(42
|
)
|
|
28
|
|
|
(53
|
)
|
||||
Transfers in and/or out of level 3
(3)
:
|
|
|
|
|
|
|
|
|
||||||||
Transfers into level 3
(4)
|
|
6
|
|
|
(1
|
)
|
|
7
|
|
|
(1
|
)
|
||||
Transfers out of level 3
(5)
|
|
(1
|
)
|
|
(10
|
)
|
|
(2
|
)
|
|
(7
|
)
|
||||
Balance, end of period
|
|
$
|
227
|
|
|
$
|
131
|
|
|
$
|
227
|
|
|
$
|
131
|
|
Change in unrealized gains (losses) relating to instruments still held at end of period
|
|
$
|
153
|
|
|
$
|
49
|
|
|
$
|
199
|
|
|
$
|
(13
|
)
|
(1)
|
For power contracts and other power-related products, included on our Consolidated Condensed Statements of Operations.
|
(2)
|
For natural gas and power contracts, swaps and options, included on our Consolidated Condensed 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 for each of the three and six months ended
June 30, 2019
and
2018
.
|
(4)
|
We had
$6 million
in gains and
$(1) million
in losses transferred out of level 2 into level 3 for the three months ended
June 30, 2019
and
2018
, respectively, and
$7 million
in gains and
$(1) million
in losses transferred out of level 2 into level 3 for the six months ended
June 30, 2019
and
2018
, respectively, due to changes in market liquidity in various power markets.
|
(5)
|
We had
$1 million
and
$10 million
in gains transferred out of level 3 into level 2 for the three months ended
June 30, 2019
and
2018
, respectively, and
$2 million
and
$7 million
in gains transferred out of level 3 into level 2 for the six months ended
June 30, 2019
and
2018
, respectively, due to changes in market liquidity in various power markets.
|
8.
|
Derivative Instruments
|
Derivative Instruments
|
|
Notional Amounts
|
|
|
||||||
|
June 30, 2019
|
|
December 31, 2018
|
|
Unit of Measure
|
|||||
Power
|
|
(181
|
)
|
|
(161
|
)
|
|
Million MWh
|
||
Natural gas
|
|
1,048
|
|
|
1,045
|
|
|
Million MMBtu
|
||
Environmental credits
|
|
13
|
|
|
13
|
|
|
Million Tonnes
|
||
Interest rate hedging instruments
|
|
$
|
4.3
|
|
|
$
|
4.5
|
|
|
Billion U.S. dollars
|
|
|
June 30, 2019
|
||||||||||
|
|
Gross Amounts of Assets and (Liabilities)
|
|
Gross Amounts Offset on the Consolidated Condensed Balance Sheets
|
|
Net Amount Presented on the Consolidated Condensed Balance Sheets
(1)
|
||||||
Derivative assets:
|
|
|
|
|
|
|
||||||
Commodity exchange traded derivatives contracts
|
|
$
|
861
|
|
|
$
|
(861
|
)
|
|
$
|
—
|
|
Commodity forward contracts
|
|
388
|
|
|
(188
|
)
|
|
200
|
|
|||
Interest rate hedging instruments
|
|
5
|
|
|
(3
|
)
|
|
2
|
|
|||
Total current derivative assets
(2)
|
|
$
|
1,254
|
|
|
$
|
(1,052
|
)
|
|
$
|
202
|
|
Commodity exchange traded derivatives contracts
|
|
228
|
|
|
(228
|
)
|
|
—
|
|
|||
Commodity forward contracts
|
|
284
|
|
|
(71
|
)
|
|
213
|
|
|||
Interest rate hedging instruments
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|||
Total long-term derivative assets
(2)
|
|
$
|
513
|
|
|
$
|
(300
|
)
|
|
$
|
213
|
|
Total derivative assets
|
|
$
|
1,767
|
|
|
$
|
(1,352
|
)
|
|
$
|
415
|
|
|
|
|
|
|
|
|
||||||
Derivative (liabilities):
|
|
|
|
|
|
|
||||||
Commodity exchange traded derivatives contracts
|
|
$
|
(861
|
)
|
|
$
|
861
|
|
|
$
|
—
|
|
Commodity forward contracts
|
|
(393
|
)
|
|
234
|
|
|
(159
|
)
|
|||
Interest rate hedging instruments
|
|
(9
|
)
|
|
3
|
|
|
(6
|
)
|
|||
Total current derivative (liabilities)
(2)
|
|
$
|
(1,263
|
)
|
|
$
|
1,098
|
|
|
$
|
(165
|
)
|
Commodity exchange traded derivatives contracts
|
|
(318
|
)
|
|
318
|
|
|
—
|
|
|||
Commodity forward contracts
|
|
(177
|
)
|
|
81
|
|
|
(96
|
)
|
|||
Interest rate hedging instruments
|
|
(24
|
)
|
|
1
|
|
|
(23
|
)
|
|||
Total long-term derivative (liabilities)
(2)
|
|
$
|
(519
|
)
|
|
$
|
400
|
|
|
$
|
(119
|
)
|
Total derivative liabilities
|
|
$
|
(1,782
|
)
|
|
$
|
1,498
|
|
|
$
|
(284
|
)
|
Net derivative assets (liabilities)
|
|
$
|
(15
|
)
|
|
$
|
146
|
|
|
$
|
131
|
|
|
|
December 31, 2018
|
||||||||||
|
|
Gross Amounts of Assets and (Liabilities)
|
|
Gross Amounts Offset on the Consolidated Condensed Balance Sheets
|
|
Net Amount Presented on the Consolidated Condensed Balance Sheets
(1)
|
||||||
Derivative assets:
|
|
|
|
|
|
|
||||||
Commodity exchange traded derivatives contracts
|
|
$
|
820
|
|
|
$
|
(820
|
)
|
|
$
|
—
|
|
Commodity forward contracts
|
|
341
|
|
|
(229
|
)
|
|
112
|
|
|||
Interest rate hedging instruments
|
|
30
|
|
|
—
|
|
|
30
|
|
|||
Total current derivative assets
(3)
|
|
$
|
1,191
|
|
|
$
|
(1,049
|
)
|
|
$
|
142
|
|
Commodity exchange traded derivatives contracts
|
|
113
|
|
|
(113
|
)
|
|
—
|
|
|||
Commodity forward contracts
|
|
209
|
|
|
(59
|
)
|
|
150
|
|
|||
Interest rate hedging instruments
|
|
10
|
|
|
—
|
|
|
10
|
|
|||
Total long-term derivative assets
(3)
|
|
$
|
332
|
|
|
$
|
(172
|
)
|
|
$
|
160
|
|
Total derivative assets
|
|
$
|
1,523
|
|
|
$
|
(1,221
|
)
|
|
$
|
302
|
|
|
|
|
|
|
|
|
||||||
Derivative (liabilities):
|
|
|
|
|
|
|
||||||
Commodity exchange traded derivatives contracts
|
|
$
|
(764
|
)
|
|
$
|
764
|
|
|
$
|
—
|
|
Commodity forward contracts
|
|
(576
|
)
|
|
277
|
|
|
(299
|
)
|
|||
Interest rate hedging instruments
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Total current derivative (liabilities)
(3)
|
|
$
|
(1,344
|
)
|
|
$
|
1,041
|
|
|
$
|
(303
|
)
|
Commodity exchange traded derivatives contracts
|
|
(168
|
)
|
|
168
|
|
|
—
|
|
|||
Commodity forward contracts
|
|
(193
|
)
|
|
59
|
|
|
(134
|
)
|
|||
Interest rate hedging instruments
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Total long-term derivative (liabilities)
(3)
|
|
$
|
(367
|
)
|
|
$
|
227
|
|
|
$
|
(140
|
)
|
Total derivative liabilities
|
|
$
|
(1,711
|
)
|
|
$
|
1,268
|
|
|
$
|
(443
|
)
|
Net derivative assets (liabilities)
|
|
$
|
(188
|
)
|
|
$
|
47
|
|
|
$
|
(141
|
)
|
(1)
|
At
June 30, 2019
and
December 31, 2018
, we had
$142 million
and
$244 million
, respectively, of collateral under master netting arrangements that were not offset against our derivative instruments on the Consolidated Condensed Balance Sheets primarily related to initial margin requirements.
|
(2)
|
At
June 30, 2019
, current and long-term derivative assets are shown net of collateral of
$(27) million
and
$(3) million
, respectively, and current and long-term derivative liabilities are shown net of collateral of
$72 million
and
$104 million
, respectively.
|
(3)
|
At
December 31, 2018
, current and long-term derivative assets are shown net of collateral of
$(58) million
and
$(8) million
, respectively, and current and long-term derivative liabilities are shown net of collateral of
$49 million
and
$64 million
, respectively.
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
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 hedging instruments
|
$
|
2
|
|
|
$
|
27
|
|
|
$
|
40
|
|
|
$
|
10
|
|
Total derivatives designated as cash flow hedging instruments
|
$
|
2
|
|
|
$
|
27
|
|
|
$
|
40
|
|
|
$
|
10
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity instruments
|
$
|
413
|
|
|
$
|
255
|
|
|
$
|
262
|
|
|
$
|
433
|
|
Interest rate hedging instruments
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Total derivatives not designated as hedging instruments
|
$
|
413
|
|
|
$
|
257
|
|
|
$
|
262
|
|
|
$
|
433
|
|
Total derivatives
|
$
|
415
|
|
|
$
|
284
|
|
|
$
|
302
|
|
|
$
|
443
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Realized gain (loss)
(1)(2)
|
|
|
|
|
|
|
|
||||||||
Commodity derivative instruments
|
$
|
58
|
|
|
$
|
69
|
|
|
$
|
169
|
|
|
$
|
66
|
|
Total realized gain (loss)
|
$
|
58
|
|
|
$
|
69
|
|
|
$
|
169
|
|
|
$
|
66
|
|
|
|
|
|
|
|
|
|
||||||||
Mark-to-market gain (loss)
(3)
|
|
|
|
|
|
|
|
||||||||
Commodity derivative instruments
|
$
|
187
|
|
|
$
|
188
|
|
|
$
|
233
|
|
|
$
|
(183
|
)
|
Interest rate hedging instruments
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
|
3
|
|
||||
Total mark-to-market gain (loss)
|
$
|
186
|
|
|
$
|
189
|
|
|
$
|
231
|
|
|
$
|
(180
|
)
|
Total activity, net
|
$
|
244
|
|
|
$
|
258
|
|
|
$
|
400
|
|
|
$
|
(114
|
)
|
(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 financial derivative activity related to the acquisition of Champion Energy and Calpine Solutions.
|
(3)
|
In addition to changes in market value on derivatives not designated as hedges, changes in mark-to-market gain (loss) also includes adjustments to reflect changes in credit default risk exposure.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Realized and mark-to-market gain (loss)
(1)
|
|
|
|
|
|
|
|
||||||||
Derivatives contracts included in operating revenues
(2)(3)
|
$
|
541
|
|
|
$
|
183
|
|
|
$
|
578
|
|
|
$
|
(176
|
)
|
Derivatives contracts included in fuel and purchased energy expense
(2)(3)
|
(296
|
)
|
|
74
|
|
|
(176
|
)
|
|
59
|
|
||||
Interest rate hedging instruments included in interest expense
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
|
3
|
|
||||
Total activity, net
|
$
|
244
|
|
|
$
|
258
|
|
|
$
|
400
|
|
|
$
|
(114
|
)
|
(1)
|
In addition to changes in market value on derivatives not designated as hedges, changes in mark-to-market gain (loss) also includes adjustments to reflect changes in credit default risk exposure.
|
(2)
|
Does not include the realized value associated with derivative instruments that settle through physical delivery.
|
(3)
|
Includes amortization of acquisition date fair value of financial derivative activity related to the acquisition of Champion Energy and Calpine Solutions.
|
|
Three Months Ended June 30,
|
|
Three Months Ended June 30,
|
||||||||||||||
|
Gain (Loss) Recognized in OCI
|
|
Gain (Loss) Reclassified from AOCI into Income
(3)(4)
|
||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Affected Line Item on the Consolidated Condensed Statements of Operations
|
||||||||
Interest rate hedging instruments
(1)(2)
|
$
|
(32
|
)
|
|
$
|
15
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
Interest expense
|
Total
|
$
|
(32
|
)
|
|
$
|
15
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
|
|
Six Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||
|
Gain (Loss) Recognized in OCI
|
|
Gain (Loss) Reclassified from AOCI into Income
(3)(4)
|
||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Affected Line Item on the Consolidated Condensed Statements of Operations
|
||||||||
Interest rate hedging instruments
(1)(2)
|
$
|
(57
|
)
|
|
$
|
69
|
|
|
$
|
5
|
|
|
$
|
(6
|
)
|
|
Interest expense
|
Interest rate hedging instruments
(1)(2)
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
Depreciation and amortization expense
|
||||
Total
|
$
|
(57
|
)
|
|
$
|
70
|
|
|
$
|
5
|
|
|
$
|
(7
|
)
|
|
|
(1)
|
We recorded
$1 million
in gains on hedge ineffectiveness related to our interest rate hedging instruments designated as cash flow hedges during each of the three and six months ended
June 30, 2018
. Upon the adoption of Accounting Standards Update 2017-12 on January 1, 2019, hedge ineffectiveness is no longer separately measured and recorded in earnings.
|
(2)
|
We recorded an income tax benefit of
$1 million
and
$7 million
for the three months ended
June 30, 2019
and
2018
, respectively, and income tax benefit of
$1 million
and income tax expense of
$4 million
for the six months ended
June 30, 2019
and
2018
, respectively, 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
$89 million
and
$34 million
at
June 30, 2019
and
December 31, 2018
, respectively. Cumulative cash flow hedge losses attributable to the noncontrolling interest, net of tax, remaining in AOCI were
$4 million
and
$3 million
at
June 30, 2019
and
December 31, 2018
, respectively.
|
(4)
|
Includes losses (gains) of
nil
that were reclassified from AOCI to interest expense for the three months ended
June 30, 2019
and
2018
, and losses of
$1 million
and
nil
that were reclassified from AOCI to interest expense for the six months ended
June 30, 2019
and
2018
, respectively, where the hedged transactions became probable of not occurring.
|
9.
|
Use of Collateral
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Margin deposits
(1)
|
$
|
373
|
|
|
$
|
343
|
|
Natural gas and power prepayments
|
34
|
|
|
31
|
|
||
Total margin deposits and natural gas and power prepayments with our counterparties
(2)
|
$
|
407
|
|
|
$
|
374
|
|
|
|
|
|
||||
Letters of credit issued
|
$
|
900
|
|
|
$
|
1,166
|
|
First priority liens under power and natural gas agreements
|
42
|
|
|
92
|
|
||
First priority liens under interest rate hedging instruments
|
29
|
|
|
10
|
|
||
Total letters of credit and first priority liens with our counterparties
|
$
|
971
|
|
|
$
|
1,268
|
|
|
|
|
|
||||
Margin deposits posted with us by our counterparties
(1)(3)
|
$
|
85
|
|
|
$
|
52
|
|
Letters of credit posted with us by our counterparties
|
31
|
|
|
27
|
|
||
Total margin deposits and letters of credit posted with us by our counterparties
|
$
|
116
|
|
|
$
|
79
|
|
(1)
|
We offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement for financial statement presentation; therefore, amounts recognized for the right to reclaim, or the obligation to return, cash collateral are presented net with the corresponding derivative instrument fair values. See Note 8 for further discussion of our derivative instruments subject to master netting arrangements.
|
(2)
|
At
June 30, 2019
and
December 31, 2018
,
$162 million
and
$79 million
, respectively, were included in current and long-term derivative assets and liabilities,
$237 million
and
$286 million
, respectively, were included in margin deposits and other prepaid expense and
$8 million
and
$9 million
, respectively, were included in other assets on our Consolidated Condensed Balance Sheets.
|
(3)
|
At
June 30, 2019
and
December 31, 2018
,
$16 million
and
$32 million
, respectively, were included in current and long-term derivative assets and liabilities,
$28 million
and
$20 million
, respectively, were included in other current liabilities and
$41 million
and
nil
, respectively, were included in other long-term liabilities on our Consolidated Condensed Balance Sheets.
|
10.
|
Income Taxes
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Income tax expense (benefit)
|
$
|
9
|
|
|
$
|
(158
|
)
|
|
$
|
19
|
|
|
$
|
(50
|
)
|
Effective tax rate
|
3
|
%
|
|
(81
|
)%
|
|
4
|
%
|
|
17
|
%
|
11.
|
Commitments and Contingencies
|
12.
|
Related Party Transactions
|
13.
|
Segment Information
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||||||
|
Wholesale
|
|
|
|
Consolidation
|
|
|
||||||||||||||||
|
West
|
|
Texas
|
|
East
|
|
Retail
|
|
Elimination
|
|
Total
|
||||||||||||
Total operating revenues
(1)
|
$
|
649
|
|
|
$
|
899
|
|
|
$
|
646
|
|
|
$
|
1,082
|
|
|
$
|
(677
|
)
|
|
$
|
2,599
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Margin
|
$
|
251
|
|
|
$
|
173
|
|
|
$
|
235
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
752
|
|
Add: Mark-to-market commodity activity, net and other
(2)
|
58
|
|
|
240
|
|
|
94
|
|
|
(182
|
)
|
|
(10
|
)
|
|
200
|
|
||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating and maintenance expense
|
84
|
|
|
66
|
|
|
72
|
|
|
33
|
|
|
(10
|
)
|
|
245
|
|
||||||
Depreciation and amortization expense
|
60
|
|
|
54
|
|
|
48
|
|
|
13
|
|
|
—
|
|
|
175
|
|
||||||
General and other administrative expense
|
5
|
|
|
15
|
|
|
10
|
|
|
4
|
|
|
—
|
|
|
34
|
|
||||||
Other operating expenses
|
7
|
|
|
1
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||
Impairment losses
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||||
(Income) from unconsolidated subsidiaries
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
1
|
|
|
—
|
|
|
(5
|
)
|
||||||
Income (loss) from operations
|
153
|
|
|
277
|
|
|
154
|
|
|
(140
|
)
|
|
—
|
|
|
444
|
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
157
|
|
|||||||||||
Gain on extinguishment of debt and other (income) expense, net
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
$
|
279
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||||
|
Wholesale
|
|
|
|
Consolidation
|
|
|
||||||||||||||||
|
West
|
|
Texas
|
|
East
|
|
Retail
|
|
Elimination
|
|
Total
|
||||||||||||
Total operating revenues
(1)
|
$
|
355
|
|
|
$
|
993
|
|
|
$
|
341
|
|
|
$
|
935
|
|
|
$
|
(365
|
)
|
|
$
|
2,259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Margin
|
$
|
241
|
|
|
$
|
151
|
|
|
$
|
225
|
|
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
694
|
|
Add: Mark-to-market commodity activity, net and other
(2)
|
(23
|
)
|
|
301
|
|
|
(7
|
)
|
|
(67
|
)
|
|
(8
|
)
|
|
196
|
|
||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating and maintenance expense
|
80
|
|
|
65
|
|
|
65
|
|
|
41
|
|
|
(9
|
)
|
|
242
|
|
||||||
Depreciation and amortization expense
|
67
|
|
|
57
|
|
|
49
|
|
|
13
|
|
|
—
|
|
|
186
|
|
||||||
General and other administrative expense
|
5
|
|
|
13
|
|
|
8
|
|
|
5
|
|
|
—
|
|
|
31
|
|
||||||
Other operating expenses
|
8
|
|
|
3
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||
(Income) from unconsolidated subsidiaries
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
1
|
|
|
—
|
|
|
(5
|
)
|
||||||
Income (loss) from operations
|
58
|
|
|
314
|
|
|
94
|
|
|
(50
|
)
|
|
1
|
|
|
417
|
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
157
|
|
|||||||||||
Other (income) expense, net
|
|
|
|
|
|
|
|
|
|
|
62
|
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
$
|
198
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||||||
|
Wholesale
|
|
|
|
Consolidation
|
|
|
||||||||||||||||
|
West
|
|
Texas
|
|
East
|
|
Retail
|
|
Elimination
|
|
Total
|
||||||||||||
Total operating revenues
(3)
|
$
|
1,331
|
|
|
$
|
1,642
|
|
|
$
|
1,335
|
|
|
$
|
2,080
|
|
|
$
|
(1,190
|
)
|
|
$
|
5,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Margin
|
$
|
515
|
|
|
$
|
335
|
|
|
$
|
500
|
|
|
$
|
181
|
|
|
$
|
—
|
|
|
$
|
1,531
|
|
Add: Mark-to-market commodity activity, net and other
(4)
|
114
|
|
|
284
|
|
|
107
|
|
|
(235
|
)
|
|
(18
|
)
|
|
252
|
|
||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating and maintenance expense
|
165
|
|
|
131
|
|
|
139
|
|
|
67
|
|
|
(18
|
)
|
|
484
|
|
||||||
Depreciation and amortization expense
|
133
|
|
|
99
|
|
|
91
|
|
|
26
|
|
|
—
|
|
|
349
|
|
||||||
General and other administrative expense
|
12
|
|
|
27
|
|
|
19
|
|
|
8
|
|
|
—
|
|
|
66
|
|
||||||
Other operating expenses
|
16
|
|
|
3
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
38
|
|
||||||
Impairment losses
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
||||||
(Income) from unconsolidated subsidiaries
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
1
|
|
|
—
|
|
|
(11
|
)
|
||||||
Income (loss) from operations
|
303
|
|
|
359
|
|
|
296
|
|
|
(156
|
)
|
|
—
|
|
|
802
|
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
306
|
|
|||||||||||
Gain on extinguishment of debt and other (income) expense, net
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
$
|
469
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||||
|
Wholesale
|
|
|
|
Consolidation
|
|
|
||||||||||||||||
|
West
|
|
Texas
|
|
East
|
|
Retail
|
|
Elimination
|
|
Total
|
||||||||||||
Total operating revenues
(3)
|
$
|
835
|
|
|
$
|
1,133
|
|
|
$
|
955
|
|
|
$
|
1,873
|
|
|
$
|
(528
|
)
|
|
$
|
4,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Margin
|
$
|
426
|
|
|
$
|
317
|
|
|
$
|
409
|
|
|
$
|
154
|
|
|
$
|
—
|
|
|
$
|
1,306
|
|
Add: Mark-to-market commodity activity, net and other
(4)
|
(10
|
)
|
|
(246
|
)
|
|
33
|
|
|
61
|
|
|
(15
|
)
|
|
(177
|
)
|
||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating and maintenance expense
|
170
|
|
|
145
|
|
|
136
|
|
|
81
|
|
|
(15
|
)
|
|
517
|
|
||||||
Depreciation and amortization expense
|
134
|
|
|
133
|
|
|
94
|
|
|
26
|
|
|
—
|
|
|
387
|
|
||||||
General and other administrative expense
|
21
|
|
|
38
|
|
|
23
|
|
|
9
|
|
|
—
|
|
|
91
|
|
||||||
Other operating expenses
|
22
|
|
|
19
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
56
|
|
||||||
(Income) from unconsolidated subsidiaries
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
1
|
|
|
—
|
|
|
(11
|
)
|
||||||
Income (loss) from operations
|
69
|
|
|
(264
|
)
|
|
186
|
|
|
98
|
|
|
—
|
|
|
89
|
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
308
|
|
|||||||||||
Other (income) expense, net
|
|
|
|
|
|
|
|
|
|
|
69
|
|
|||||||||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
$
|
(288
|
)
|
(1)
|
Includes intersegment revenues of
$100 million
and
$70 million
in the West,
$348 million
and
$276 million
in Texas,
$228 million
and
$18 million
in the East and
$1 million
and
$1 million
in Retail for the three months ended
June 30, 2019
and
2018
, respectively.
|
(2)
|
Includes
$(19) million
and
$(19) million
of lease levelization and
$18 million
and
$25 million
of amortization expense for the three months ended
June 30, 2019
and
2018
, respectively.
|
(3)
|
Includes intersegment revenues of
$262 million
and
$184 million
in the West,
$559 million
and
$209 million
in Texas,
$365 million
and
$133 million
in the East and
$4 million
and
$2 million
in Retail for the six months ended June 30, 2019 and 2018, respectively.
|
(4)
|
Includes
$(35) million
and
$(35) million
of lease levelization and
$39 million
and
$53 million
of amortization expense for the six months ended
June 30, 2019
and
2018
, respectively.
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operation
s
|
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|||||||
Commodity revenue
|
$
|
2,128
|
|
|
$
|
2,121
|
|
|
$
|
7
|
|
|
—
|
|
Mark-to-market gain
|
467
|
|
|
131
|
|
|
336
|
|
|
#
|
|
|||
Other revenue
|
4
|
|
|
7
|
|
|
(3
|
)
|
|
(43
|
)
|
|||
Operating revenues
|
2,599
|
|
|
2,259
|
|
|
340
|
|
|
15
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Fuel and purchased energy expense:
|
|
|
|
|
|
|
|
|||||||
Commodity expense
|
1,367
|
|
|
1,426
|
|
|
59
|
|
|
4
|
|
|||
Mark-to-market (gain) loss
|
280
|
|
|
(57
|
)
|
|
(337
|
)
|
|
#
|
|
|||
Fuel and purchased energy expense
|
1,647
|
|
|
1,369
|
|
|
(278
|
)
|
|
(20
|
)
|
|||
Operating and maintenance expense
|
245
|
|
|
242
|
|
|
(3
|
)
|
|
(1
|
)
|
|||
Depreciation and amortization expense
|
175
|
|
|
186
|
|
|
11
|
|
|
6
|
|
|||
General and other administrative expense
|
34
|
|
|
31
|
|
|
(3
|
)
|
|
(10
|
)
|
|||
Other operating expenses
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
2,120
|
|
|
1,847
|
|
|
(273
|
)
|
|
(15
|
)
|
|||
Impairment losses
|
40
|
|
|
—
|
|
|
(40
|
)
|
|
#
|
|
|||
(Income) from unconsolidated subsidiaries
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|||
Income from operations
|
444
|
|
|
417
|
|
|
27
|
|
|
6
|
|
|||
Interest expense
|
157
|
|
|
157
|
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
3
|
|
|
—
|
|
|
(3
|
)
|
|
#
|
|
|||
Other (income) expense, net
|
5
|
|
|
62
|
|
|
57
|
|
|
92
|
|
|||
Income before income taxes
|
279
|
|
|
198
|
|
|
81
|
|
|
41
|
|
|||
Income tax expense (benefit)
|
9
|
|
|
(158
|
)
|
|
(167
|
)
|
|
#
|
|
|||
Net income
|
270
|
|
|
356
|
|
|
(86
|
)
|
|
(24
|
)
|
|||
Net income attributable to the noncontrolling interest
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to Calpine
|
$
|
266
|
|
|
$
|
352
|
|
|
$
|
(86
|
)
|
|
(24
|
)
|
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
||||
Operating Performance Metrics:
|
|
|
|
|
|
|
|
||||
MWh generated (in thousands)
(1)(2)
|
21,156
|
|
|
21,451
|
|
|
(295
|
)
|
|
(1
|
)
|
Average availability
(2)
|
81.5
|
%
|
|
80.8
|
%
|
|
0.7
|
%
|
|
1
|
|
Average total MW in operation
(1)
|
25,908
|
|
|
25,153
|
|
|
755
|
|
|
3
|
|
Average capacity factor, excluding peakers
|
41.6
|
%
|
|
43.9
|
%
|
|
(2.3
|
)%
|
|
(5
|
)
|
Steam Adjusted Heat Rate
(2)
|
7,338
|
|
|
7,387
|
|
|
49
|
|
|
1
|
|
#
|
Variance of 100% or greater
|
(1)
|
Represents generation and capacity from power plants that we both consolidate and operate and excludes Greenfield LP, Whitby, Freeport Energy Center, 21.5% of Hidalgo Energy Center and 25% each of Freestone Energy Center and Russell City Energy Center.
|
(2)
|
Generation, average availability and Steam Adjusted Heat Rate exclude power plants and units that are inactive.
|
(1)
|
Commodity Margin excludes amortization expense related to contracts recorded at fair value, non-cash GAAP-related adjustments to levelize revenues from tolling agreements, Commodity revenue and Commodity expense attributable to the noncontrolling interest and other unusual items or non-recurring items.
|
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|||||||
Commodity revenue
|
$
|
4,666
|
|
|
$
|
4,517
|
|
|
$
|
149
|
|
|
3
|
|
Mark-to-market gain (loss)
|
523
|
|
|
(260
|
)
|
|
783
|
|
|
#
|
|
|||
Other revenue
|
9
|
|
|
11
|
|
|
(2
|
)
|
|
(18
|
)
|
|||
Operating revenues
|
5,198
|
|
|
4,268
|
|
|
930
|
|
|
22
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Fuel and purchased energy expense:
|
|
|
|
|
|
|
|
|||||||
Commodity expense
|
3,125
|
|
|
3,216
|
|
|
91
|
|
|
3
|
|
|||
Mark-to-market (gain) loss
|
290
|
|
|
(77
|
)
|
|
(367
|
)
|
|
#
|
|
|||
Fuel and purchased energy expense
|
3,415
|
|
|
3,139
|
|
|
(276
|
)
|
|
(9
|
)
|
|||
Operating and maintenance expense
|
484
|
|
|
517
|
|
|
33
|
|
|
6
|
|
|||
Depreciation and amortization expense
|
349
|
|
|
387
|
|
|
38
|
|
|
10
|
|
|||
General and other administrative expense
|
66
|
|
|
91
|
|
|
25
|
|
|
27
|
|
|||
Other operating expenses
|
38
|
|
|
56
|
|
|
18
|
|
|
32
|
|
|||
Total operating expenses
|
4,352
|
|
|
4,190
|
|
|
(162
|
)
|
|
(4
|
)
|
|||
Impairment losses
|
55
|
|
|
—
|
|
|
(55
|
)
|
|
#
|
|
|||
(Income) from unconsolidated subsidiaries
|
(11
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|||
Income from operations
|
802
|
|
|
89
|
|
|
713
|
|
|
#
|
|
|||
Interest expense
|
306
|
|
|
308
|
|
|
2
|
|
|
1
|
|
|||
Gain on extinguishment of debt
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
#
|
|
|||
Other (income) expense, net
|
28
|
|
|
69
|
|
|
41
|
|
|
59
|
|
|||
Income (loss) before income taxes
|
469
|
|
|
(288
|
)
|
|
757
|
|
|
#
|
|
|||
Income tax expense (benefit)
|
19
|
|
|
(50
|
)
|
|
(69
|
)
|
|
#
|
|
|||
Net income (loss)
|
450
|
|
|
(238
|
)
|
|
688
|
|
|
#
|
|
|||
Net income attributable to the noncontrolling interest
|
(9
|
)
|
|
(8
|
)
|
|
(1
|
)
|
|
(13
|
)
|
|||
Net income (loss) attributable to Calpine
|
$
|
441
|
|
|
$
|
(246
|
)
|
|
$
|
687
|
|
|
#
|
|
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
||||
Operating Performance Metrics:
|
|
|
|
|
|
|
|
||||
MWh generated (in thousands)
(1)(2)
|
43,257
|
|
|
42,251
|
|
|
1,006
|
|
|
2
|
|
Average availability
(2)
|
84.2
|
%
|
|
84.2
|
%
|
|
—
|
%
|
|
—
|
|
Average total MW in operation
(1)
|
25,558
|
|
|
25,170
|
|
|
388
|
|
|
2
|
|
Average capacity factor, excluding peakers
|
43.9
|
%
|
|
43.4
|
%
|
|
0.5
|
%
|
|
1
|
|
Steam Adjusted Heat Rate
(2)
|
7,305
|
|
|
7,356
|
|
|
51
|
|
|
1
|
|
#
|
Variance of 100% or greater
|
(1)
|
Represents generation and capacity from power plants that we both consolidate and operate and excludes Greenfield LP, Whitby, Freeport Energy Center, 21.5% of Hidalgo Energy Center and 25% each of Freestone Energy Center and Russell City Energy Center.
|
(2)
|
Generation, average availability and Steam Adjusted Heat Rate exclude power plants and units that are inactive.
|
(1)
|
Commodity Margin excludes amortization expense related to contracts recorded at fair value, non-cash GAAP-related adjustments to levelize revenues from tolling agreements, Commodity revenue and Commodity expense attributable to the noncontrolling interest and other unusual items or non-recurring items.
|
West:
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Commodity Margin (in millions)
|
$
|
251
|
|
|
$
|
241
|
|
|
$
|
10
|
|
|
4
|
|
Commodity Margin per MWh generated
|
$
|
62.52
|
|
|
$
|
61.29
|
|
|
$
|
1.23
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|||||||
MWh generated (in thousands)
|
4,015
|
|
|
3,932
|
|
|
83
|
|
|
2
|
|
|||
Average availability
|
79.7
|
%
|
|
78.3
|
%
|
|
1.4
|
%
|
|
2
|
|
|||
Average total MW in operation
|
7,430
|
|
|
7,425
|
|
|
5
|
|
|
—
|
|
|||
Average capacity factor, excluding peakers
|
26.6
|
%
|
|
25.6
|
%
|
|
1.0
|
%
|
|
4
|
|
|||
Steam Adjusted Heat Rate
|
7,526
|
|
|
7,533
|
|
|
7
|
|
|
—
|
|
Texas:
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Commodity Margin (in millions)
|
$
|
173
|
|
|
$
|
151
|
|
|
$
|
22
|
|
|
15
|
|
Commodity Margin per MWh generated
|
$
|
16.48
|
|
|
$
|
13.11
|
|
|
$
|
3.37
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|||||||
MWh generated (in thousands)
|
10,497
|
|
|
11,519
|
|
|
(1,022
|
)
|
|
(9
|
)
|
|||
Average availability
|
80.9
|
%
|
|
86.2
|
%
|
|
(5.3
|
)%
|
|
(6
|
)
|
|||
Average total MW in operation
|
8,855
|
|
|
8,850
|
|
|
5
|
|
|
—
|
|
|||
Average capacity factor, excluding peakers
|
54.3
|
%
|
|
59.6
|
%
|
|
(5.3
|
)%
|
|
(9
|
)
|
|||
Steam Adjusted Heat Rate
|
7,149
|
|
|
7,124
|
|
|
(25
|
)
|
|
—
|
|
East:
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Commodity Margin (in millions)
|
$
|
235
|
|
|
$
|
225
|
|
|
$
|
10
|
|
|
4
|
|
Commodity Margin per MWh generated
|
$
|
35.37
|
|
|
$
|
37.50
|
|
|
$
|
(2.13
|
)
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|||||||
MWh generated (in thousands)
|
6,644
|
|
|
6,000
|
|
|
644
|
|
|
11
|
|
|||
Average availability
|
83.5
|
%
|
|
77.1
|
%
|
|
6.4
|
%
|
|
8
|
|
|||
Average total MW in operation
|
9,623
|
|
|
8,878
|
|
|
745
|
|
|
8
|
|
|||
Average capacity factor, excluding peakers
|
41.8
|
%
|
|
42.1
|
%
|
|
(0.3
|
)%
|
|
(1
|
)
|
|||
Steam Adjusted Heat Rate
|
7,571
|
|
|
7,832
|
|
|
261
|
|
|
3
|
|
Retail:
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Commodity Margin (in millions)
|
$
|
93
|
|
|
$
|
77
|
|
|
$
|
16
|
|
|
21
|
|
West:
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Commodity Margin (in millions)
|
$
|
515
|
|
|
$
|
426
|
|
|
$
|
89
|
|
|
21
|
|
Commodity Margin per MWh generated
|
$
|
47.76
|
|
|
$
|
47.12
|
|
|
$
|
0.64
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|||||||
MWh generated (in thousands)
|
10,784
|
|
|
9,041
|
|
|
1,743
|
|
|
19
|
|
|||
Average availability
|
83.3
|
%
|
|
82.6
|
%
|
|
0.7
|
%
|
|
1
|
|
|||
Average total MW in operation
|
7,428
|
|
|
7,425
|
|
|
3
|
|
|
—
|
|
|||
Average capacity factor, excluding peakers
|
35.9
|
%
|
|
29.5
|
%
|
|
6.4
|
%
|
|
22
|
|
|||
Steam Adjusted Heat Rate
|
7,391
|
|
|
7,345
|
|
|
(46
|
)
|
|
(1
|
)
|
Texas:
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Commodity Margin (in millions)
|
$
|
335
|
|
|
$
|
317
|
|
|
$
|
18
|
|
|
6
|
|
Commodity Margin per MWh generated
|
$
|
16.17
|
|
|
$
|
14.98
|
|
|
$
|
1.19
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|||||||
MWh generated (in thousands)
|
20,713
|
|
|
21,166
|
|
|
(453
|
)
|
|
(2
|
)
|
|||
Average availability
|
81.8
|
%
|
|
85.7
|
%
|
|
(3.9
|
)%
|
|
(5
|
)
|
|||
Average total MW in operation
|
8,852
|
|
|
8,850
|
|
|
2
|
|
|
—
|
|
|||
Average capacity factor, excluding peakers
|
53.9
|
%
|
|
55.1
|
%
|
|
(1.2
|
)%
|
|
(2
|
)
|
|||
Steam Adjusted Heat Rate
|
7,110
|
|
|
7,121
|
|
|
11
|
|
|
—
|
|
East:
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Commodity Margin (in millions)
|
$
|
500
|
|
|
$
|
409
|
|
|
$
|
91
|
|
|
22
|
|
Commodity Margin per MWh generated
|
$
|
42.52
|
|
|
$
|
33.96
|
|
|
$
|
8.56
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|||||||
MWh generated (in thousands)
|
11,760
|
|
|
12,044
|
|
|
(284
|
)
|
|
(2
|
)
|
|||
Average availability
|
87.3
|
%
|
|
83.9
|
%
|
|
3.4
|
%
|
|
4
|
|
|||
Average total MW in operation
|
9,278
|
|
|
8,895
|
|
|
383
|
|
|
4
|
|
|||
Average capacity factor, excluding peakers
|
39.1
|
%
|
|
42.4
|
%
|
|
(3.3
|
)%
|
|
(8
|
)
|
|||
Steam Adjusted Heat Rate
|
7,596
|
|
|
7,780
|
|
|
184
|
|
|
2
|
|
Retail:
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Commodity Margin (in millions)
|
$
|
181
|
|
|
$
|
154
|
|
|
$
|
27
|
|
|
18
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents, corporate
(1)
|
$
|
242
|
|
|
$
|
141
|
|
Cash and cash equivalents, non-corporate
(2)
|
55
|
|
|
64
|
|
||
Total cash and cash equivalents
|
297
|
|
|
205
|
|
||
Restricted cash
(2)
|
262
|
|
|
201
|
|
||
Corporate Revolving Facility availability
(3)
|
1,356
|
|
|
966
|
|
||
CDHI letter of credit facility availability
(4)
|
61
|
|
|
49
|
|
||
Other facilities availability
(5)
|
4
|
|
|
7
|
|
||
Total current liquidity availability
(6)
|
$
|
1,980
|
|
|
$
|
1,428
|
|
(1)
|
Our ability to use corporate cash and cash equivalents is unrestricted.
|
(2)
|
See Note 1 of the Notes to Consolidated Condensed Financial Statements for a description of the restrictions on our use of non-corporate cash and cash equivalents and restricted cash.
|
(3)
|
Our ability to use availability under our Corporate Revolving Facility is unrestricted. On April 5, 2019, we amended our Corporate Revolving Facility to increase the capacity by approximately
$330 million
from
$1.69 billion
to approximately
$2.02 billion
. See “Letter of Credit Facilities” below for amounts issued under letters of credit at
June 30, 2019
associated with our Corporate Revolving Facility.
|
(4)
|
Our CDHI letter of credit facility is restricted to support certain obligations under PPAs and power transmission and natural gas transportation agreements as well as fund the construction of our Washington Parish Energy Center. Pursuant to the terms and conditions of the CDHI credit agreement, the capacity under the CDHI letter of credit facility was reduced to $125 million on June 28, 2019. The decrease in capacity did not have a material effect on our liquidity as alternative sources of liquidity are available.
|
(5)
|
We have three unsecured letter of credit facilities with two third-party financial institutions totaling approximately $300 million at
June 30, 2019
.
|
(6)
|
Includes
$85 million
and
$52 million
of margin deposits posted with us by our counterparties at
June 30, 2019
and
December 31, 2018
, respectively. See Note 9 of the Notes to Consolidated Condensed Financial Statements for further information related to our collateral.
|
•
|
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 effect 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.
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Corporate Revolving Facility
(1)
|
$
|
585
|
|
|
$
|
693
|
|
CDHI
(2)
|
30
|
|
|
251
|
|
||
Various project financing facilities
|
227
|
|
|
228
|
|
||
Other corporate facilities
(3)
|
293
|
|
|
193
|
|
||
Total
|
$
|
1,135
|
|
|
$
|
1,365
|
|
(1)
|
The Corporate Revolving Facility represents our primary revolving facility. On April 5, 2019, we amended our Corporate Revolving Facility to increase the capacity by approximately
$330 million
from
$1.69 billion
to approximately
$2.02 billion
.
|
(2)
|
Pursuant to the terms and conditions of the CDHI credit agreement, the capacity under the CDHI letter of credit facility was reduced to $125 million on June 28, 2019. The decrease in capacity did not have a material effect on our liquidity as alternative sources of liquidity are available.
|
(3)
|
We have three unsecured letter of credit facilities with two third-party financial institutions totaling approximately $300 million at
June 30, 2019
.
|
|
2019
|
|
2018
|
||||
Beginning cash, cash equivalents and restricted cash
|
$
|
406
|
|
|
$
|
443
|
|
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
519
|
|
|
56
|
|
||
Investing activities
|
(315
|
)
|
|
(234
|
)
|
||
Financing activities
|
(51
|
)
|
|
69
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
153
|
|
|
(109
|
)
|
||
Ending cash, cash equivalents and restricted cash
|
$
|
559
|
|
|
$
|
334
|
|
•
|
Income from operations
— Income from operations, adjusted for non-cash items, increased by $301 million for the six months ended June 30, 2019, compared to the same period in 2018. Non-cash items consist primarily of depreciation and amortization, income from unconsolidated subsidiaries, gain on sale of assets and mark-to-market activity. The increase in income from operations was primarily driven by a $240 million increase in Commodity revenue, net of Commodity expense, excluding non-cash amortization, a $33 million decrease in operating and maintenance expense and a $25 million decrease in general and other administrative expenses. See “Results of Operations for the Six Months Ended June 30, 2019 and 2018” above for further discussion of these changes.
|
•
|
Working capital employed
— Working capital employed decreased by $179 million for the six months ended June 30, 2019 compared to the same period in 2018 after adjusting for changes in debt extinguishment costs and certain mark-to-market related balances that do not impact cash provided by operating activities. This change was primarily due to a net decrease in margin posting activity on our commodity hedging activities as well as a decrease in the purchase of environmental products inventory.
|
•
|
Capital expenditures
— We incurred higher capital expenditures on construction and growth projects during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018.
|
•
|
First Lien Term Loans
— During the six months ended June 30, 2019, we received net proceeds of $941 million from the issuance of the 2026 First Lien Term Loan, which was used to repay our 2019 First Lien Term Loan and a portion of our 2023 First Lien Term Loans. There was no similar activity during the six months ended June 30, 2018.
|
•
|
Corporate Revolving Facility
—
During the six months ended June 30, 2019, we borrowed a net $45 million under our Corporate Revolving Facility, compared to $275 million net borrowings under our Corporate Revolving Facility during the six months ended June 30, 2018. The 2018 borrowing was made in part to fund non-recurring costs associated with the consummation of the Merger, including the repurchase of our equity-classified share based awards on the effective date of the merger.
|
•
|
Project Financing, Notes Payable and Other
—
During the six months ended June 30, 2019, we borrowed $34 million to fund the construction of our Washington Parish Energy Center. There was no similar activity during the six months ended June 30, 2018.
|
•
|
Repurchases of Senior Unsecured Notes
—
During the six months ended June 30, 2019, we repurchased $48 million in aggregate principal of our Senior Unsecured Notes for $44 million. There was no similar activity during the six months ended June 30, 2018.
|
•
|
Stock Repurchases
— During the six months ended June 30, 2018, we repurchased $79 million of our equity classified share-based awards on the effective date of the Merger. There was no similar activity during the six months ended June 30, 2019.
|
|
Commodity Instruments
|
|
Interest Rate Hedging Instruments
|
|
Total
|
||||||
Fair value of contracts outstanding at January 1, 2019
|
$
|
(171
|
)
|
|
$
|
30
|
|
|
$
|
(141
|
)
|
Items recognized or otherwise settled during the period
(1)(2)
|
(153
|
)
|
|
(12
|
)
|
|
(165
|
)
|
|||
Fair value attributable to new contracts
(3)
|
125
|
|
|
—
|
|
|
125
|
|
|||
Changes in fair value attributable to price movements
|
357
|
|
|
(45
|
)
|
|
312
|
|
|||
Fair value of contracts outstanding at June 30, 2019
(4)
|
$
|
158
|
|
|
$
|
(27
|
)
|
|
$
|
131
|
|
(1)
|
Commodity contract settlements consist of the realization of previously recognized gains on contracts not designated as hedging instruments of $151 million (represents a portion of Commodity revenue and Commodity expense as reported on our Consolidated Condensed Statements of Operations) and $(2) million related to current period losses from other changes in derivative assets and liabilities not reflected in OCI or earnings.
|
(2)
|
Interest rate settlements consist of $12 million related to realized gains from settlements of designated cash flow hedges and nil related to roll-off from settlements of undesignated interest rate hedging instruments (represents a portion of interest expense as reported on our Consolidated Condensed Statements of Operations).
|
(3)
|
Fair value attributable to new contracts includes $(1) million and nil of fair value related to commodity contracts and interest rate hedging instruments, respectively, which are not reflected in OCI or earnings.
|
(4)
|
We netted all amounts allowed under the derivative accounting guidance on our Consolidated Condensed Balance Sheet, which includes derivative transactions under enforceable master netting arrangements and related cash collateral. Net commodity and interest rate derivative assets and liabilities reported in Notes 7 and 8 of the Notes to Consolidated Condensed Financial Statements are shown net of collateral paid to and received from counterparties under legally enforceable master netting arrangements.
|
Fair Value Source
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
After 2023
|
|
Total
|
||||||||||
Prices actively quoted
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Prices provided by other external sources
|
|
(53
|
)
|
|
(20
|
)
|
|
4
|
|
|
—
|
|
|
(69
|
)
|
|||||
Prices based on models and other valuation methods
|
|
42
|
|
|
93
|
|
|
40
|
|
|
52
|
|
|
227
|
|
|||||
Total fair value
|
|
$
|
(11
|
)
|
|
$
|
73
|
|
|
$
|
44
|
|
|
$
|
52
|
|
|
$
|
158
|
|
|
2019
|
|
2018
|
||||
Three months ended June 30:
|
|
|
|
||||
High
|
$
|
39
|
|
|
$
|
45
|
|
Low
|
$
|
22
|
|
|
$
|
24
|
|
Average
|
$
|
28
|
|
|
$
|
33
|
|
|
|
|
|
||||
Six months ended June 30:
|
|
|
|
||||
High
|
$
|
50
|
|
|
$
|
45
|
|
Low
|
$
|
22
|
|
|
$
|
19
|
|
Average
|
$
|
32
|
|
|
$
|
30
|
|
As of June 30
|
$
|
37
|
|
|
$
|
34
|
|
•
|
credit approvals;
|
•
|
routine monitoring of counterparties’ and customer’s 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 Credit Ratings
as of June 30, 2019)
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
After 2023
|
|
Total
|
||||||||||
Investment grade
|
|
$
|
(56
|
)
|
|
$
|
(3
|
)
|
|
$
|
16
|
|
|
$
|
24
|
|
|
$
|
(19
|
)
|
Non-investment grade
|
|
4
|
|
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
No external ratings
(1)
|
|
41
|
|
|
80
|
|
|
30
|
|
|
28
|
|
|
179
|
|
|||||
Total fair value
|
|
$
|
(11
|
)
|
|
$
|
73
|
|
|
$
|
44
|
|
|
$
|
52
|
|
|
$
|
158
|
|
(1)
|
Primarily comprised of the fair value of derivative instruments held with customers that are not rated by third-party credit agencies due to the nature and size of the customers.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit
Number
|
|
Description
|
|
|
|
|
Amendment No. 9 to the Credit Agreement, dated as of April 5, 2019, among Calpine Corporation, as borrower, the guarantors party thereto, MUFG Bank, Ltd, as administrative agent, MUFG Union Bank, N.A., 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 April 5, 2019).
|
|
|
|
|
|
Credit Agreement, dated April 5, 2019 among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and MUFG Union Bank, N.A., as collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2019).
|
|
|
|
|
|
Amendment to Award Agreement of Class B Interest in CPN Management, LP to Charles M. Gates dated April 26, 2019.†
|
|
|
|
|
|
Second Amendment to Award Agreement of Class B Interest in CPN Management, LP to Charles M. Gates dated July 23, 2019.†
|
|
|
|
|
|
Award Agreement of Class B Interest in CPN Management, LP to Charles M. Gates dated June 28, 2019.†
|
|
|
|
|
|
Letter Agreement, dated August 7, 2019, between the Company and Charles M. Gates.†
|
|
|
|
|
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Certification of the Chief Executive Officer and the 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.
|
*
|
Furnished herewith.
|
†
|
Management contract or compensatory plan, contract or arrangement.
|
CALPINE CORPORATION
|
||
(Registrant)
|
||
|
|
|
By:
|
|
/s/ ZAMIR RAUF
|
|
|
Zamir Rauf
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
1.
|
Vesting Schedule
. The table setting forth the vesting schedule set forth in Section 1(a) of the March Agreement is hereby deleted in its entirety and replaced with the following:
|
Total Class B Interest subject to vesting (as of Date of Grant)
|
Incremental Vesting of Award (as of annual vesting dates)
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March 8, 2018: 0.1700%
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March 8, 2019: 0.057%
March 8, 2020: 0.057%
March 8, 2021: 0.056%
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2.
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Vesting Schedule
. The table setting forth the vesting schedule set forth in Section 1(a) of the August Agreement is hereby deleted in its entirety and replaced with the following:
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Total Class B Interest subject to vesting (as of Date of Grant)
|
Incremental Vesting of Award (as of annual vesting dates)
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August 29, 2018: 0.0200%
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March 8, 2019: .007%
March 8, 2020: .007%
March 8, 2021: .006%
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3.
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Amendment Governs in the Case of Conflict
. In the event that any terms or provisions of the Original Agreements conflict or are inconsistent with the terms and provisions of this Amendment, the terms of this Amendment shall govern and control.
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4.
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No Further Modification
. Except as amended hereby, the Original Agreements remain unmodified and in full force and effect.
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5.
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Counterparts
. This Amendment may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement. To the extent signed and delivered by means of a facsimile or other electronic transmission (including email of a PDF signature), the same shall be treated in all manner and respects and for all purposes as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
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CPN MANAGEMENT, LP
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By:
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Volt Parent GP, LLC, its general partner
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By:
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/s/ TYLER REEDER
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Name:
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Tyler Reeder
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Title:
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Managing Partner
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THE EMPLOYEE
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/s/ CHARLES GATES
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Charles Gates
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1.
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Vesting Schedule
. The table setting forth the vesting schedule set forth in Section 1(a) of the March Agreement is hereby deleted in its entirety and replaced with the following:
|
Total Class B Interest subject to vesting (as of Date of Grant)
|
Incremental Vesting of Award (as of annual vesting dates)
|
March 8, 2018: 0.1700%
|
March 8, 2019: 0.057%
March 8, 2020: 0.011%
March 8, 2021: 0.034%
March 8, 2022: 0.034%
March 8, 2023: 0.034%
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2.
|
Vesting Schedule
. The table setting forth the vesting schedule set forth in Section 1(a) of the August Agreement is hereby deleted in its entirety and replaced with the following:
|
Total Class B Interest subject to vesting (as of Date of Grant)
|
Incremental Vesting of Award (as of annual vesting dates)
|
August 29, 2018: 0.0200%
|
March 8, 2019: 0.007%
March 8, 2020: 0.001%
March 8, 2021: 0.004%
March 8, 2022: 0.004%
March 8, 2023: 0.004%
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3.
|
Amendment Governs in the Case of Conflict
. In the event that any terms or provisions of the Original Agreements conflict or are inconsistent with the terms and provisions of this Amendment, the terms of this Amendment shall govern and control.
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4.
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No Further Modification
. Except as amended hereby, the Original Agreements remain unmodified and in full force and effect.
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5.
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Counterparts
. This Amendment may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement. To the extent signed and delivered by means of a facsimile or other electronic transmission (including email of a PDF signature), the same shall be treated in all manner and respects and for all purposes as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
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CPN MANAGEMENT, LP
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By:
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Volt Parent GP, LLC, its general partner
|
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By:
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/s/ TYLER REEDER
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Name:
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Tyler Reeder
|
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Title:
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President
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THE EMPLOYEE
|
|
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/s/ CHARLES GATES
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Charles Gates
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CPN MANAGEMENT, LP
717 TEXAS AVENUE
SUITE 100 HOUSTON, TEXAS 77002 |
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Re:
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Award of Class B Interest in CPN Management, LP
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Total Class B Interest subject to vesting
(as of the Date of Grant)
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Incremental Vesting of
Award
(as of annual vesting dates)
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June 28, 2019: 0.1100%
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March 8, 2019: 0.022%
March 8, 2020: 0.022%
March 8, 2021: 0.022%
March 8, 2022: 0.022%
March 8, 2023: 0.022%
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CPN MANAGEMENT, LP
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|
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|
|
|
By:
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Volt Parent GP, LLC, its general partner
|
|
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|
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By:
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/s/ TYLER REEDER
|
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Name:
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Tyler Reeder
|
|
Title:
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President
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|
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THE EMPLOYEE
|
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/s/ CHARLES GATES
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Charles Gates
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Very truly yours,
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/s/ HETHER BENJAMIN BROWN
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Hether Benjamin Brown
SVP, Chief Administrative Officer
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/s/ CHARLIE GATES
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Charlie Gates
EVP - Power Operations
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1.
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I have reviewed this quarterly report on Form 10-Q 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.
|
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:
|
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)
|
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.
|
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):
|
a)
|
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
|
Calpine Corporation
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Calpine Corporation (the “registrant”);
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
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;
|
b)
|
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;
|
c)
|
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
|
d)
|
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
|
5.
|
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):
|
a)
|
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
|
b)
|
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.
|
/s/ ZAMIR RAUF
|
Zamir Rauf
|
Executive Vice President and
Chief Financial Officer
|
Calpine Corporation
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
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|
|
/s/ JOHN B. (THAD) HILL III
|
|
|
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/s/ ZAMIR RAUF
|
|
|
John B. (Thad) Hill III
|
|
|
|
Zamir Rauf
|
|
|
President,
|
|
|
|
Executive Vice President and
|
|
|
Chief Executive Officer and Director
|
|
|
|
Chief Financial Officer
|
|
|
Calpine Corporation
|
|
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|
Calpine Corporation
|
|