Lender Presentation October 2015 We Generate Energy for a Brighter Tomorrow $400 Million Senior Secured Term Loan B
2 © Talen Energy Corporation 2015 – Proprietary Introduction On July 18, 2015, Talen Energy Supply, LLC (“Talen Energy") entered into an agreement to acquire MACH Gen for an enterprise value of $1.175 billion: - As part of the transaction, MACH Gen’s existing $565 million of debt will remain outstanding Talen Energy is seeking a $400 million Senior Secured Term Loan B ("TLB") to finance part of the acquisition - Remaining portion of net acquisition price to be funded with cash Talen Energy is a leading independent power producer with over 16.5 GW (1) of generating capacity: - Strong asset base with fuel diversity that operates across the dispatch curve - Exposure in attractive markets, including PJM and ERCOT; MACH Gen acquisition expands presence in ISO-NE, and NYISO - Hedging practices and liquidity profile limit commodity price exposure Significant anticipated proceeds from required FERC mitigation provide numerous options, including debt repayment and partial funding of the MACH Gen acquisition - On October 8, 2015 Talen Energy announced agreements for the sale of its Ironwood, Holtwood and Wallenpaupack assets (the latter two assets comprising “Eastern Hydro”), totaling 996 MW, for $1.51 billion in gross cash proceeds, subject to customary purchase price adjustments; expected to close in Q1 2016, subject to regulatory approvals Near-term catalysts expected to further strengthen Talen Energy’s cash flows include, but are not limited to: - Recently completed PJM Capacity Auctions (Base Residual and Incremental Auctions) - Brunner Island dual-fuel project - Harquahala optimization (1) Reflects the pending sale of Talen Energy’s Ironwood and Eastern Hydro assets, as part of mitigation activities to comply with the FERC order approving the combination with RJS Power, as well as the pending sale of Talen Renewable Energy and the pending acquisition of the 2,527 MW MACH Gen portfolio, which are both expected to close by 12/31/2015; does not reflect remaining asset sales to comply with the FERC order approving the combination with RJS Power
3 © Talen Energy Corporation 2015 – Proprietary MACH Gen Transaction Highlights Transaction Overview The MACH Gen portfolio provides an attractive combined-cycle fleet consisting of 2.5 GW of natural gas-fired capacity located in ISO-NE, NYISO and Desert Southwest Strategic Objectives Grow asset base in accretive manner Extend track record of originating transactions Expand presence in attractive markets Further diversify fuel mix Take advantage of cash taxpayer status Regulatory Approvals Federal: FERC and antitrust clearance under Hart-Scott-Rodino(1) State: New York Public Service Commission Timing Expected to close in Q4 2015 Fleet Diversification + Immediate Cash Flow Accretion (1) Waiting period expired on September 9, 2015
4 © Talen Energy Corporation 2015 – Proprietary 2. Key Credit Highlights
5 © Talen Energy Corporation 2015 – Proprietary Key Credit Highlights Modern gas, flexible dual-fuel, low-cost nuclear, and efficient supercritical coal requiring modest environmental capital for known requirements. Fleet operates across dispatch curve. Strong fleet-wide reliability Diverse Asset Portfolio with Strong Fleet Reliability Exposure to Attractive Markets Prudent Hedging Strategy Supported by Strong Liquidity Future Value Catalysts Strengthen Leverage Profile Experienced Management Team Addition of MACH Gen further strengthens presence in constructive and liquid competitive markets Delivers a long-term advantage through limiting impact of volatility in commodity prices Recent PJM capacity auction results, mitigation divestitures, MACH Gen closing, Brunner Island dual-fuel project and Harquahala optimization expected to generate robust free cash flows to strengthen targeted leverage profile Management team has extensive industry experience and track record of driving superior results 1 2 3 4 5
6 © Talen Energy Corporation 2015 – Proprietary 37% 30% 17% 14% 2% 43% 18% 20% 16% 3% Pro Forma MACH Gen adds scale in key markets that favorably diversifies fuel mix and improves cash flow profile Scale: Increases generating capacity 18% to approximately 16.5 GWs(1) Geographic Diversity: Growth in NYISO and ISO-NE, two mature and liquid wholesale power markets with constructive capacity markets, and reduces Talen Energy’s exposure in PJM from 83% to 70% Fuel Diversity: Reduces generation portfolio solid fuel exposure related to coal capacity from 43% to 37% and increases natural gas capacity from 38% to 47% Diverse Asset Portfolio… Pro Forma 13,991 MW 2,527 MW 16,518 MW 13,991 MW 2,527 MW 16,518 MW (1) Reflects the pending sale of Talen Energy’s Ironwood and Eastern Hydro assets, as part of mitigation activities to comply with the FERC order approving the combination with RJS Power, as well as the pending sale of Talen Renewable Energy and the pending acquisition of the 2,527 MW MACH Gen portfolio, which are both expected to close by 12/31/2015; does not reflect remaining asset sales to comply with the FERC order approving the combination with RJS Power (2) Reflects EIA reported summer capacity ratings PJM ERCOT ISO-NE WECC NYISO 83% 13% 4% 100 70% 11% 7% 2% 10% 42% 45% 13% (1) Strategic Highlights Expanding In Key Markets: ISO-NE & NYISO Diversifying the Fuel Mix 1 (2) (1) (2) Coal Natural Gas Nuclear Oil Dual Fuel
7 © Talen Energy Corporation 2015 – Proprietary Net Generation (GWh) Capacity Factor EAF 2Q 2015 YTD 2Q 2015 YTD 2Q 2015 YTD East Segment: Coal - PJM 3,332 9,214 36.8% 49.5% 82.5% 86.6% Coal - Montana 707 1,743 61.2% 68.7% 72.6% 85.2% Hydro 308 529 48.1% 41.6% 99.1% 99.1% Natural Gas CCGT 2,129 4,678 80.9% 89.4% 81.3% 88.8% Natural Gas/Oil 1,294 1,633 25.2% 18.6% 77.2% 83.9% Nuclear 3,678 8,707 75.0% 89.3% 73.9% 86.8% West Segment: Natural Gas 292 292 22.7% 22.7% 74.1% 74.1% TOTAL 11,739 26,796 43% 50% 79% 85% 82.5% 102.7% 103.6% 101.5% Q3 2014 Q4 2014 Q1 2015 Q2 2015 Unit 2 99.5% 95.3% 104.0% 100.5% Q3 2014 Q4 2014 Q1 2015 Q2 2015 Unit 1 …With Strong Fleet Reliability Solid Asset Performance(1) Unit Reliability – EFOF(1)(2) Safety - TCIR(4) Improved Susquehanna Operations C a p a c it y Fa c to r (% ) (1) Contains only one month of data for RJS Power assets per consolidation on June 1, 2015 (2) EFOF – Equivalent Forced Outage Factor (3) EAF – Equivalent Availability Factor, which includes scheduled outages (4) TCIR – Total Case Incidence Rate using OSHA measurement standards; reflects six months of RJS Power statistics (5) Based upon 2013 average incident rate for the utilities sector (NAICS 221) 49.5% (3) Outstanding Unit 1 performance following turbine blade modifications in 2Q 2014 Adjusting for a 2Q 2015 refueling outage, Unit 2 operated at a CF > than 100% since last turbine blade outage 3% 7% 0% 1% 2% 0% 20% 4% 9% 1% 1% 2% 0% 3% Q2 2015 Q2 2014 Primarily driven by a single unit outage and reflects only one month of operations 1.51 1.70 Six Months Ended June 30, 2014 Six Months Ended June 30, 2015 Average recordable incident rate per Bureau of Labor Statistics(5) 2.10 1
8 © Talen Energy Corporation 2015 – Proprietary $1,500 $2,250 $3,000 $3,000 $3,000 $4,500 $5,000 $7,000 $9,000 2007 2008 2009 2010 2011 2012 2013 2014 2015 25 30 35 40 45 50 55 Lo ad (G W) Average Monthly System Load Linear Trendline Exposure to Attractive Markets PJM Spark Spreads ERCOT Load Growth ERCOT System-Wide Offer Cap ($/MWh) Load growth to drive more scarcity events due to weather volatility not experienced since 2011 $10 $15 $20 $25 $30 12/31/2013 6/30/2014 12/31/2014 6/30/2015 Sp ark Spre ad $/ MW h 2016 PJM Spark Spread 2017 PJM Spark Spread Source: ERCOT Expanding spark spreads present meaningful opportunities for Talen Energy’s PJM gas fleet High System-Wide Offer Cap allows for significant revenue opportunities during scarcity events Source: ICE, Talen Energy. Assumes PJM West Hub vs. TETCO M3 forward prices at a 7 heat rate Source: ERCOT, Talen Energy 2
9 © Talen Energy Corporation 2015 – Proprietary Assets subject to divestiture : PJM: Review of the Transitional Auction Results (1) After taking into account announced sale of Talen Energy Renewables which is expected to close by 12/31/2015 (2) Sale of between 1,300 and 1,400 MW of generating capacity is required to comply with the FERC order approving the combination with RJS Power (2) 2016/17 Transitional Auction Results 2017/18 Transitional Auction Results CP clears at $134/MW-day reflecting a slight $15/MW-day risk premium Low risk premium did not justify clearing significant capacity as a CP resource - A forced outage of three hours during a PJM event would offset all incremental CP revenue Assets not subject to divestiture: (1) (1) Assets subject to divestiture : (2) Assets not subject to divestiture: CP clears at $151.50/MW-day reflecting a higher risk premium of ~$30/MW-day in MAAC region Adjusted bidding strategy from 2018/19 auction to clear additional MW due to less upside in 2017/18 incremental auctions without CP Base Product CP Product Cleared MW Price Cleared MW Price Revenue ($ millions) Uncleared MW BGE 2,057 $119.13 - $134.00 $89 - MAAC 5,298 $119.13 2,179 $134.00 $339 500 Total 7,355 2,179 $428 500 Base Product CP Product Cleared MW Price Cleared MW Price Revenue ($ millions) Uncleared MW BGE 349 $119.13 - $134.00 $15 - EMAAC 110 $119.13 - $134.00 $5 - MAAC 950 $119.13 34 $134.00 $43 - PSEG 142 $219.00 - $134.00 $12 - PS-North 329 $219.00 - $134.00 $26 - Total 1,880 34 $101 - Base Product CP Product Cleared MW Price Cleared MW Price Revenue ($ millions) Uncleared MW BGE 683 $120.00 1,079 $151.50 $90 287 MAAC 459 $120.00 1,068 $151.50 $79 - PPL 1,381 $120.00 4,917 $151.50 $332 - Total 2,523 7,064 $501 287 Base Product CP Product Cleared MW Price Cleared MW Price Revenue ($ millions) Uncleared MW BGE 60 . - . $16 1 EMAAC 112 $120.00 - $151.50 $5 - MAAC 47 $120.00 614 $151.50 $36 - PPL 241 $120.00 34 $151.50 $12 - PSEG 143 $215.00 - $151.50 $11 - PS-North 336 $215.00 - $151.50 $26 - Total 1,239 648 $107 1 2
10 © Talen Energy Corporation 2015 – Proprietary PJM: Review of the 2018/19 BRA Results (1) After taking into account announced sale of Talen Energy Renewables which is expected to close by 12/31/2015 (2) Sale of between 1,300 and 1,400 MW of generating capacity is required to comply with the FERC order approving the combination with RJS Power Assets not subject to divestiture Assets subject to divestiture About 60% of the assets subject to divestiture cleared in the BRA, with only 44% clearing as CP resources Strategy for assets subject to divestiture varied from our base strategy EMAAC, PSEG and PS-North assets did not clear base as they have more value as a potential CP resource with incremental auctions and bilateral sales - Different buyers could take different views as to benefit or burden - Left a substantial open position for new owners to capture value in incremental auctions or bilateral sales 83% of Talen Energy’s assets not subject to divestiture cleared in the 2018/19 BRA with 82% clearing as CP resources The remaining 1,650 MW will convert into additional value - Incremental auctions and bilateral sales anchored off of constructive CP print - Penalty revenues - Self-insurance value (1) (2) Base Product CP Product Cleared MW Price $/MW-day Cleared MW Price $/MW-day Revenue ($ millions) Uncleared MW BGE 99 $149.98 1,682 $164.77 $106 270 EMAAC - $210.63 - $225.42 - - MAAC - $149.98 1,575 $164.77 $95 - PPL 6 $75.00 4,913 $164.77 $296 1,382 PSEG - $210.63 - $225.42 - - PS-North - $210.63 - $225.42 - - Total 105 8,170 $497 1,652 Base Product CP Product Cleared MW Price $/MW-day Cleared MW Price $/MW-day Revenue ($ millions) Uncleared MW BGE - $149.98 - $164.77 - 361 EMAAC - $210.63 - $225.42 - 109 MAAC - $149.98 631 $164.77 $38 45 PPL 246 $75.00 34 $164.77 $9 - PSEG - $210.63 - $225.42 - 142 PS-North - $210.63 103 $225.42 $8 59 Total 246 768 $55 716 2
11 © Talen Energy Corporation 2015 – Proprietary $111.00 $153.56 $184.77 $119.13 $119.13 $- $25.00 $50.00 $75.00 $100.00 $125.00 $150.00 $175.00 $200.00 - 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 2015/16 1st IA 2015/16 2nd IA 2015/16 3rd IA 2016/17 1st IA 2016/17 2nd IA 2016/17 3rd IA -$90 -$80 -$70 -$60 -$50 -$40 -$30 -$20 -$10 $0 0 5 10 15 20 25 30 35 40 45 PJM Capacity: Risks and Opportunities The risks are real…. …and so are the opportunities Over the past two planning periods ~9,000 MW have cleared the incremental auctions annually Delays in new build generation and operational issues for existing CP committed generators will create demand for additional CP resources - Upward bias on prices as most remaining uncommitted units of relatively lower reliability Since 2005, PJM has experienced 270 hours of CP events Only ~17 hours of forced outage during one of these events would cause a unit to lose its entire year of capacity revenues - A non-compliant generator can lose up to 1.5x Net CONE beginning with the 2018/19 auction under the annual stop loss limit Penalties for a non-performing 500 MW Unit: Outage hours during a PJM CP event $ in m ill io n s M W $ /M W -d a y Historical PJM Incremental Auction Volume & MAAC prices: Breakeven for annual revenues is ~17 hours, at $164.77/MW-day @ 1.5x Net CONE, ~$80 million is lost in less than 2 days BRA = $167.46 BRA = $119.13 TBD 2 Source: PJM, Talen Energy Source: PJM, Talen Energy
12 © Talen Energy Corporation 2015 – Proprietary ISO-NE FCM - Capacity Results ISO-NE and NYISO Overview The retirement of over 2,000 MW (coal and oil) by summer 2017 will tighten reserve margins. New capacity, particularly in southern New England, will likely be required by 2017/18 to maintain target reserve margins The scheduled retirement of the Brayton Point station in 2017 will sharply erode the surplus in the Southeast Massachusetts zone Cold weather and constraints on natural gas pipelines helped push monthly wholesale power prices in New England near $200 per MWh in February 2015 NYISO Rest-of-State Capacity Results New gas pipeline will result in lower gas prices in the NYISO region, including lower winter premiums - Lower gas prices should lead to increased spark spreads – especially at Athens Forward hedging and asset optimization is expected to result in increased operation at Athens ISO-NE Key Highlights NYISO Key Highlights 2
13 © Talen Energy Corporation 2015 – Proprietary 2015 2016 East Segment: PJM Power: Nuclear, Coal, Hydro ($/MWh) $41-43 $40-42 PJM Consumed Coal (Delivered $/ton) $73-75 $72-74 Spark Spread ($/MWh) $14-15 $12-13 Montana ($/MWh) $40-42 $39-41 Montana Consumed Coal (Delivered $/ton) $27-30 $27-33 West Segment: Spark Spread ($/MWh) $9-10 - 99% 67% 82% 45% 95% 56% 62% 0% 93% 56% 2015 2016 East Nuclear, Coal & Hydro East G s/Oil Montana Coal West Gas Total Portfolio Prudent Hedging Strategy... Notes: As of June 30, 2015. Does not reflect sale of between 1,300 and 1,400 MW of generating capacity that is required to comply with the FERC order approving combination with RJS Power (1) Gas price sensitivity assumes system heat rate is unchanged. Heat Rate sensitivity assumes power prices moves and gas price is unchanged. Power price sensitivity assumes gas price is unchanged (2) Assumes MACH Gen transaction closes by 12/31/2015 (3) The 2015 and 2016 average hedge prices were estimated by determining the impact on the existing collars resulting from power prices at the 5th and 95th percentile confidence levels (4) Excludes out of the money heat rate call options related to the Sapphire portfolio that were assumed in the RJS Power acquisition and expire by the end of 2016 Portfolio Targets: Expected Generation Hedge Position Coal and Nuclear Fuel Hedge Position Average Hedge Prices Margin Sensitivities 2016 ($ millions) 2015 (3) (1) (4) $33 $32 $57 $18 $187 $150 $240 $18 $26 ($0) ($12) ($21) ($143) ($126) ($201) (2) PJM Capacity + $10/MW-Day Gas +/- $0.50/mmBtu Heat Rate +/- 1.0 mmBtu Power +/- $5/MWh ERCOT 1 hour @ Offer Cap 75% – 1-year forward 25% – 2-years forward Note: Excludes expected generation from MACH Gen assets 100% 100%97% 77% 100% 100% 2015 2016 Nucle r East Coal Montana C al (mine m uth) 3
14 © Talen Energy Corporation 2015 – Proprietary $352 $500 $1,850 $800 $3,502 1 Cash CDS Backed Facility Syndicated Revolver Secured Trading Facility ... Supported by Strong Liquidity (1) $309 million of letters of credit outstanding on the $1,850 million syndicated secured credit facility as of 6/30/2015 Available Liquidity Liquidity Facilities as of 6/30/2015 ($ millions) $3,193 Available (1) Substantial liquidity to support asset optimization 3 ($ millions) 6/30/2015 Cash & Cash Equivalents $352 Liquidity Facilities 3,150 Total Liquidity Facilities $3,502 Less: Liquidity Facility Usage (309) Total Available Liquidity $3,193
15 © Talen Energy Corporation 2015 – Proprietary 2015 2016 Capital Expenditures(1): Maintenance $515 $490 Grow th 50 85 Debt Maturities: 5.70% REPs due 10/2035(2) 300 6.20% Senior Notes due 5/2016 350 MACH Gen Acquisition 625 Total $1,490 $925 3.0 x 5.0 x Growth through strategic acquisitions - Accretive and supportive of long-term value proposition - Focus on synergy opportunities and portfolio diversification Growth through higher return asset development or expansion - Brunner Island dual-fuel project “Leverage Lane” of 3x – 5x Net Debt / Adjusted EBITDA - ≤ 3x – bias towards growth investment/capital return - ≥ 5x – bias towards debt retirement Allocating Capital to Remain within Leverage Lane Utilize balance sheet for accretive growth opportunities, asset optimization projects and return of capital Rebalance capital structure through debt retirements Capital Priorities 2015-16 Projected Capital Requirements Leverage Lane (1) Projected on a cash basis (2) $300 million 5.70% REPS required to be put by existing holders on 10/15/2015 that will be repurchased by Talen Energy Supply ($ in millions) 3
16 © Talen Energy Corporation 2015 – Proprietary ($ in millions) EBITDA Driver Low High Expected Realization Reduce/Eliminate Harquahala Negative EBITDA $5 $10 2017 Expiration of Sapphire HRCOs (Dec-2016) $30 $30 2017 Expiration of Longview PPA (Dec-2016) $30 $30 2017 Brunner Island Dual-Fuel Project $20 $35 2017 Keystone/Conemaugh O&M Efficiency Gains $0 $10 2017 Reduced Coal Cost $5 $5 2017 Improved Synergies (Over $155 million base) $10 $20 2017 - 2018 Total EBITDA Drivers $100 $140 Implied Impact on Equity Valuation: @ Talen Energy's current consensus 2017 EBITDA multiple (6.5x) $650 $910 @ IPP Average consensus 2017 EBITDA multiple (8.5x) $850 $1,190 Plus: Harquahala Monetization $50 $150 Total Potential Impact on Equity Valuation $700 $1,340 Talen Shares Outstanding as of August 31, 2015 (in millions) 128.5 Future Value Catalysts Strengthen Cash Flow Profile (1) (2) (3) (1) Assumes Brunner Island dual-fuel project COD in 4Q 2016 (2) Improvement is reflective of Talen Energy’s ownership percentages in the facilities (16.25% of Conemaugh and 12.34% of Keystone). High case assumes collaboration of joint ownership to reduce plant operating costs to level comparable with the Montour facility. Low case assumes no improvement achieved (3) High and low cases assume annual contract reset adjusts to current forward NAAP coal price levels + EBITDA drivers expected to strengthen cash flow profile 4
17 © Talen Energy Corporation 2015 – Proprietary $0 $100 $200 $300 +45% Gas, +25% Pwr Base Case -45% Gas, -25% Pwr Brunner Island Project: Increasing Flexibility Attractive capital allocation that increases operational flexibility and margin resilience under various commodity price environments, while providing plant upside Install natural gas firing capability on all 3 Brunner Island generating units - Location near Marcellus/Utica provides significant spark spread margin opportunity Retain current 100% coal firing capabilities - Boiler modifications will allow use of either coal or gas, or combinations of the two - Flexibility to seamlessly change fuel blend during operation - Enhances station’s risk/reward profile relative to PJM’s Capacity Performance product Key aspects of the project include: - Construction of a 3 mile long pipeline from the existing Texas Eastern Pipeline to the plant - Modification of existing oil fired duct burners and igniters to also burn natural gas Total estimated cost of less than $110 million - $6 million spent through June 30, 2015 Project completion projected by end of 2016 Project Overview, Scope and Cost Projected Economic Benefit Project Milestones Pipeline Permitting Complete 2017 Pipeline Construction Complete Target COD 2015 2016 Project NPV ($ in millions) 4
18 © Talen Energy Corporation 2015 – Proprietary Harquahala: Multiple Paths to Improve Cash Flow Profile Efficient 7,100 heat rate CCGT plant in southwestern Arizona with 1,054 MW of capacity Adequate water supply provides competitive advantage Current market dynamics have limited the operational capability of a high quality plant - Sub-20% capacity factors despite very strong performance at a 99% or greater reliability factor over the past 3 years - Produces negative EBITDA and FCF Well-positioned to capture value as Desert Southwest faced with 111(d) compliance Potential partial or full sale to local load serving entity Achieve fleet wide Long-term Service Agreement (LTSA) savings across Talen Energy's 501G units New transmission access into California-ISO under development Move and relocate plant to another site Monetize station for parts value Harquahala Highlights Location Limits Market Opportunity Multiple Opportunities to Deliver Value, Including… 4
© Talen Energy Corporation 2015 – Proprietary 19 Seasoned leaders with the right experience to successfully execute Talen Energy’s strategy Management team has extensive experience in fossil and nuclear power generation, commercial operations, strategy, corporate finance and governance Senior leadership team averages nearly 30 years of experience in the power sector Extensive public company experience Strong Board comprised of individuals with competitive, sector and technology-specific experience PPL’s cash acquisition of E.ON U.S. LLC, parent company of Louisville Gas & Electric Company and Kentucky Utilities Company, for $7.6 billion in 2010 PPL’s acquisition of Central Networks from E.ON UK plc for $5.8 billion in cash and assumption of $800 million of existing public debt in 2011 PPL’s acquisition of Ironwood CCGT for a cash purchase price of $85 million and $217 million of net project debt in 2012 PPL’s sale of hydroelectric facilities in Montana to NorthWestern Energy Corporation for $900 million in cash in 2014 Talen Energy’s pending sale of its Ironwood and Eastern Hydro assets for $1.51 billion in gross cash proceeds - Approximately $930 / kW for Ironwood - Approximately $2,950 / kW for Eastern Hydro Paul Farr President, Chief Executive Officer and Director • Previously the President of PPL Energy Supply • Served as Executive Vice President and CFO of PPL for seven years • Five years leading PPL’s International Operations and Strategy function Jeremy McGuire Senior Vice President, Chief Financial Officer and Chief Accounting Officer • Previously the Vice President – Finance of PPL Energy Supply as well as the Vice President of PPL Strategic Development • Served as a Director in the Global Power & Utilities Group at Lehman • 20 years of financial advisory and strategic and capital markets execution experience Russ Clelland Vice President and Treasurer • Previously the Assistant Treasurer and VP at PPL • Has more than 35 years of experience in corporate finance Joe Hopf Senior Vice President and Chief Commercial Officer • Previously Senior VP - Fossil and Hydro Generation at PPL • Has more than 30 years experience in the electricity generation and marketing business, as well as expertise in risk management and credit Tim Rausch Senior Vice President and Chief Nuclear Officer • Previously Senior VP - Chief Nuclear Officer at PPL • Has 25 years of experience in virtually every discipline of the nuclear power industry Experienced Management Team 5 Extensive Operational Experience Strong History of Strategic Execution Management Bios
© Talen Energy Corporation 2015 – Proprietary 20 Talen Energy Investment Summary Power production and marketing through wholesale and retail channels Focused Purpose Best Markets Superior Fleet Attractive Value Value Catalysts The addition of MACH Gen will enhance presence in constructive and liquid competitive markets Modern gas, flexible dual-fuel, low-cost nuclear, and efficient supercritical coal requiring modest environmental capital for known requirements. Strong fleet wide reliability Strong free cash flow generation and lower relative financial leverage versus peers PJM Capacity Auction Results, mitigation divestitures, MACH Gen close, Brunner Island dual-fuel project, Harquahala optimization
21 © Talen Energy Corporation 2015 – Proprietary 3. Financing & Syndication Overview
22 © Talen Energy Corporation 2015 – Proprietary Talen Energy Talen Energy Pro Forma As of As of 6/30/2015 Adjustments 6/30/2015 Cash & Cash Equivalents $352 $1,275 $1,627 RCF at New MACH Gen ($200mm) -- $92 $92 TLB at New MACH Gen -- 473 473 Total MACH Gen Debt -- $565 $565 Senior Secured RCF ($1,850mm) -- -- -- New Senior Secured TLB -- 400 400 Ironw ood Notes 41 (41) -- Talen Energy Secured Debt $41 $359 $400 Senior Notes 4,018 -- 4,018 Talen Energy Total Debt $4,059 $359 $4,418 Talen Energy Net Debt 3,707 (916) 2,791 Consolidated Total Debt $4,059 $924 $4,983 Consolidated Net Debt 3,707 (351) 3,356 Financial Summary Talen Energy(4) Adjusted EBITDA (ex. MACH Gen) $802 Credit Metrics Talen Energy Secured Debt / Adjusted EBITDA (ex. MACH Gen) 0.1x 0.5x Talen Energy Total Debt / Adjusted EBITDA (ex. MACH Gen) 5.1 5.5 Talen Energy Net Debt / Adjusted EBITDA (ex. MACH Gen) 4.6 3.5 Sources and Uses & Pro Forma Capitalization Sources Sources of Funds Amount Percentage Cash $235 19.6% New Senior Secured TLB 400 33.3 Exisiting RCF at New MACH Gen 92 7.7 Exisiting TLB at New MACH Gen 473 39.4 Total Sources of Funds $1,200 100.0% Uses of Funds Amount Percentage Equity Purchase Price $610 50.8% Exisiting RCF at New MACH Gen 92 7.7 Exisiting TLB at New MACH Gen 473 39.4 Fees and Expenses 25 2.1 Total Uses of Funds $1,200 100.0% Pro Forma Capitalization Uses (1) Represents cash used for the purchase of MACH Gen and cash proceeds expected from the pending sale of Talen Energy’s Ironwood and Eastern Hydro assets, as part of mitigation activities to comply with the FERC order approving the combination with RJS Power (2) Non-recourse debt (3) Expected repayment with the pending sale of the Ironwood facility (4) Adjusted EBITDA represents a twelve month total from July 1, 2014 to June 30, 2015 and includes pro forma adjustments to include the June 2015 RJS Power acquisition assets in the time period and to exclude the contributions from the sales of Sapphire and Ironwood as part of mitigation activities required in order to comply with the FERC order approving the combination with RJS Power. Does not reflect the recently announced sale of Eastern Hydro assets (1) (2) (3)
23 © Talen Energy Corporation 2015 – Proprietary Pro Forma Corporate Structure as of June 30, 2015(1) Talen Energy Corporation (NYSE: TLN) Talen Energy Holdings, Inc. Talen Energy Supply, LLC Legacy Energy Supply Subsidiaries Legacy RJS Subsidiaries MACH Gen, LLC $400mm New Senior Secured Term Loan B $200mm Revolver $473mm Term Loan B $1.85bn Senior Secured Revolver $4.0bn Senior Unsecured Notes (1) Reflects the pending sale of Talen Energy’s Ironwood and Eastern Hydro assets, as part of mitigation activities to comply with the FERC order approving the combination with RJS Power, as well as the pending sale of Talen Renewable Energy and the pending acquisition of the 2,527 MW MACH Gen portfolio, which are both expected to close by 12/31/2015; does not reflect remaining asset sales to comply with the FERC order approving the combination with RJS Power
24 © Talen Energy Corporation 2015 – Proprietary MACH Gen Corporate Structure as of June 30, 2015 MACH Gen, LLC Delaware New MACH Gen, LLC Delaware New Athens Generating Company, LLC Delaware Existing Credit facilities New Harquahala Generating Company, LLC Delaware MACH Gen GP, LLC Delaware Millennium Power Partners, L.P. Delaware Sole Member Sole Member Sole Member Sole Member General Partner (99.5%) Limited Partner (0.5%)
25 © Talen Energy Corporation 2015 – Proprietary Appendix
26 © Talen Energy Corporation 2015 – Proprietary Project Location Fuel Type Ownership Net Heat Rate (Btu / kWh) Owned Capacity (MW) COD Region East Assets Brandon Shores MD Coal 100% 10,252 1,284 1984 - 1991 PJM-SWMAAC Brunner Island PA Coal 100% 9,842 1,411 1961 - 1969 PJM-MAAC C.P. Crane MD Coal 100% 10,616 404 1961 - 1967 PJM-SWMAAC Conemaugh PA Coal 16% 9,700 278 1970 - 1971 PJM-MAAC Keystone PA Coal 12% 9,600 211 1967 - 1968 PJM-MAAC Montour PA Coal 100% 9,661 1,504 1972 - 1973 PJM-MAAC H.A. Wagner MD Coal/NG/Oil 100% 10,663 982 1956 - 1972 PJM-SWMAAC Low er Mt. Bethel PA Natural Gas 100% 7,170 538 2004 PJM-MAAC York PA Natural Gas 100% 9,551 47 1989 PJM-MAAC Bayonne NJ Natural Gas/Oil 100% 8,857 165 1988 PJM-PS North Camden NJ Natural Gas/Oil 100% 8,675 145 1993 PJM-PSEG Dartmouth MA Natural Gas/Oil 100% 8,715 (CCGT) / 11,326 (Peaker) 83 1996 ISO-NE Elmw ood Park NJ Natural Gas/Oil 100% 9,500 71 1989 PJM-PS North Martins Creek 3&4 PA Natural Gas/Oil 100% 11,744 (Gas) / 10,676 (Oil) 1,700 1975 - 1977 PJM-MAAC New ark Bay NJ Natural Gas/Oil 100% 8,680 123 1993 PJM-PS North Peakers PA Natural Gas/Oil 100% Various 354 1967 - 1973 PJM Pedricktow n NJ Natural Gas/Oil 100% 8,455 118 1992 PJM-EMAAC Susquehanna PA Nuclear 90% N/A 2,245 1983 - 1985 PJM-MAAC Renew ables PA Renew ables 100% Various 6 Various PJM-MAAC Colstrip 1 & 2 MT Coal 50% 10,941 307 1975, 1976 WECC Colstrip 3 MT Coal 30% 10,660 222 1984, 1986 WECC Total East Assets 12,198 West Assets Barney Davis 1 TX Natural Gas 100% 10,100 318 1974 ERCOT-South Barney Davis 2 TX Natural Gas 100% 7,100 646 2010 ERCOT-South Laredo 4 TX Natural Gas 100% 8,900 92 2008 ERCOT-South Laredo 5 TX Natural Gas 100% 8,900 89 2008 ERCOT-South Nueces Bay 7 TX Natural Gas 100% 7,100 648 2010 ERCOT-South Total West Assets 1,793 Standalone Talen 13,991 MACH Gen Assets Athens NY Natural Gas 100% 7,100 1,138 2004 NYISO Millennium MA Natural Gas 100% 6,975 335 2001 ISO-NE Harquahala AZ Natural Gas 100% 7,100 1,054 2004 WECC Total MACH Gen Assets 2,527 Total 16,518 Talen Energy Asset Overview (1) Reflects the pending sale of Talen Energy’s Ironwood and Eastern Hydro assets, as part of mitigation activities to comply with the FERC order approving the combination with RJS Power, as well as the pending sale of Talen Renewable Energy and the pending acquisition of the 2,527 MW MACH Gen portfolio, which are both expected to close by 12/31/2015. Does not reflect the remaining asset sales to comply with the FERC order approving the combination with RJS Power. (1)
27 © Talen Energy Corporation 2015 – Proprietary MACH Gen Asset Overview Athens Millennium Location Athens, NY Capacity 1,138 MW COD June 2004 Heat Rate 7,100 Btu/kWh Market NYISO Trading Hub NYISO Zone F Capacity NYISO Rest-of-State Primary Fuel Natural Gas(1) Gas Interconnection Iroquois Gas Facility Type Combined-Cycle Configuration 3–1 CT x 1 ST Key Equipment 3 Siemens 501G CTs 3 Nooter Eriksen HRSGs 3 Siemens STs Site 42-acre parcel Location Charlton, MA Capacity 335 MW COD April 2001 Heat Rate 6,975 Btu/kWh Market ISO-NE Trading Hub Mass Hub Capacity ISO-NE Rest-of-Pool Primary Fuel Natural Gas(1) Gas Interconnection Tennessee Gas Facility Type Combined-Cycle Configuration 1 CT x 1 ST Key Equipment 1 Siemens 501G CTs 1 Nooter Eriksen HRSGs 1 Siemens STs Site 13-acre parcel Location Tonopah, AZ Capacity 1,054 MW COD September 2004 Heat Rate 7,100 Btu/kWh Market AZ-NM-SNV Trading Hub Palo Verde Fuel Natural Gas Gas Interconnection El Paso Facility Type Combined-Cycle Configuration 3–1 CT x 1 ST Key Equipment 3 Siemens 501G CTs 3 NEM HRSGs 3 Siemens STs Site 640 acres Water Supply Five on-site wells Existing delivery agreements with CAWCD / HVID Reliability and Availability Factors Reliability and Availability Factors 99.5% 98.9% 98.0% 94.6% 87.8% 94.6% 2012 2013 2014 Reliability Factor Availability Factor 9 .6% 99.0% 98.4% 88.9% 88.2% 90.3% 2012 2013 2014 Rel ability Factor Availability Factor 99.7% 99.1% 99.9% 96.8% 93.5% 95.5% 2012 2013 2014 Reli ilit t r Availability Factor (1) Fuel oil capable Harquahala
28 © Talen Energy Corporation 2015 – Proprietary $302 $354 $4 $403 $1,254 $1,770 2015 2016 2017 2018 2019 2020 & Beyond Long-term Debt Maturities as of June 30, 2015 Note: Maturities shown include annual amortization of $42 million of indebtedness associated with the Ironwood facility, which is expected to be repaid in its entirety in 2016 in connection with the pending sale of that facility (1) Includes the $300 million 5.70% REPS required to be put by existing holders on 10/15/2015 that will be repurchased by Talen Energy Supply (2) Includes $231 million of municipal bonds that were remarketed on September 1, 2015 (1) ($ in millions) (2)
29 © Talen Energy Corporation 2015 – Proprietary Regulation G Reconciliations Last Twelve Months Ended June 30, 2015 Income (Loss) from continuing operations after income taxes 294 Interest expense 231 Income taxes 136 Depreciation and amortization 376 EBITDA $1,037 Unrealized loss (gain) on derivative contracts (284) Raven acquisition adjustments 30 Non-cash compensation expense 28 Separation benefits 13 TSA cost 5 Corette closure costs 4 Terminated derivative contracts (13) Gain from NDT fund (25) Revenue adjustment 7 RJS acquisition transaction costs -- Restructuring costs -- Mechanical contracting and engineering subsidiary revenue adjustment (17) Other 17 Adjusted EBITDA $802 The table below provides reconciliations of EBITDA and Adjusted EBITDA to income from continuing operations on a consolidated basis for the period from July 1, 2014 to June 30, 2015 and includes pro forma adjustments to include the June 2015 RJS Power acquisition assets in the time period and to exclude the contributions from the sales of Sapphire and Ironwood as part of mitigation activities required in order to comply with the FERC order approving the combination with RJS Power. Does not reflect the recently announced sale of Eastern Hydro assets.
30 © Talen Energy Corporation 2015 – Proprietary Forward-Looking Information Statement This presentation and the oral statements made in connection therewith may contain “forward-looking statements” within the meaning of securities laws. All statements other than statements of historical fact included in this presentation are forward- looking statements. Any forward-looking statements involve risks, uncertainties and assumptions. Although we believe that the assumptions and analysis underlying these forward-looking statements are reasonable as of the date of this presentation, you should not place undue reliance on these statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, and such forward-looking statements only speak as of the date of this presentation. Forward-looking statements include information concerning our liquidity and our possible future results of operations, including descriptions of our business strategies and cost savings or other benefits we expect to achieve as a result of the proposed transaction with MACH Gen discussed herein. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “target,” “project,” “forecast,” “seek,” “will,” “may,” “should,” “could,” “would” or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances as of the date hereof. We assume no obligation to and do not intend to update any forward-looking statements included herein. You are cautioned that these statements are not guarantees of future performance or results and that a number of factors, risks and uncertainties could cause actual results to differ materially from those anticipated in any forward-looking statements including, but not limited to (i) expectations and beliefs related to the transaction with MACH Gen and the pending sale of our Ironwood and Eastern Hydro assets; (ii) beliefs and assumptions relating to our liquidity, available borrowing capacity and capital resources generally, (iii) expectations regarding our ability to repay our debt, including the notes, (iv) expectations regarding environmental matters; (v) beliefs, assumptions and projections regarding the demand for power, generation volumes and commodity pricing; (vi) beliefs and assumptions about market competition, generation capacity and the regional supply and demand characteristics of the wholesale power generation market; (vii) the effectiveness of our risk management techniques, including hedging; (viii) projected operating or financial results and projected amounts or timing of capital expenditures; and (ix) other risks identified in the Confidential Information Memorandum. Please refer to the public filings of Talen Energy and Talen Energy Supply, LLC in regards to the risks, litigation and other factors and information with respect to their respective businesses.
31 © Talen Energy Corporation 2015 – Proprietary Industry and Market Data This presentation has been prepared by Talen Energy and includes market data and other information from sources believed by us to be reliable, industry and market data including our own research and surveys or industry publications and surveys. Some data are also based on our good-faith estimates, which are derived from our review of internal sources as well as the independent sources described above. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness. As a result, you should be aware that market share, ranking and other similar data set forth in this presentation, and estimates and beliefs based on such data may not be reliable.
32 © Talen Energy Corporation 2015 – Proprietary Non-GAAP Financial Measures EBITDA as presented in this presentation represents net income (loss) before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA as presented in this presentation represents EBITDA further adjusted for certain non-cash and other items that management believes are not indicative of ongoing operations including unrealized gains and losses on derivative contracts, stock-based compensation expense, asset retirement obligation accretion, gains and losses on securities in the NDT funds, gains or losses on sales, dispositions or retirements of assets and transition, transaction and restructuring costs. EBITDA and Adjusted EBITDA are not intended to represent cash flows from operations, operating income (loss) or net income (loss) as defined by U.S. Generally Accepted Accounting Principles ("GAAP") as indicators of operating performance and are not necessarily comparable to similarly-titled measures reported by other companies. Management cautions investors that amounts presented in accordance with Talen Energy’s definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by other companies because not all companies calculate EBITDA and Adjusted EBITDA in the same manner. Talen Energy believes EBITDA and Adjusted EBITDA are useful to investors in evaluating Talen Energy’s operating performance because they provide additional tools to compare business performance across companies and across periods. Talen Energy believes that EBITDA is widely used by investors to measure a company’s operating performance without regard to such items as interest expense, income taxes, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired. Additionally, Talen Energy believes that investors commonly adjust EBITDA information to eliminate the effect of restructuring and other expenses, which vary widely from company to company and impair comparability. Talen Energy adjusts for these and other items, as management believes that these items would distort their ability to efficiently view and assess the company’s core operating trends. In summary, management uses EBITDA and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as measures for planning and forecasting overall expectations and for evaluating actual results against such expectations, as measures of certain corporate financial goals used to determine variable compensation and in communications with the Talen Energy Corporation Board of Directors, senior management, shareholders, creditors, analysts and investors concerning Talen Energy’s financial performance. Net debt as presented in this presentation represents total debt less cash and cash equivalents.