(Mark One)
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||
[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2011
|
||
Or
|
||
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
Large accelerated filer
|
[X]
|
Accelerated filer
|
[ ]
|
|
Non-accelerated filer
|
[ ] (Do not check if a smaller reporting company)
|
Smaller reporting company
|
[ ]
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Page
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|
Definitions
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iii
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Forward-Looking Statements
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ix
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Where You Can Find Other Information
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ix
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PART I — FINANCIAL INFORMATION
|
|
Item 1. Financial Statements
|
|
Consolidated Condensed Statements of Operations for the Three and Six Months Ended June 30, 2011 and 2010
|
1
|
Consolidated Condensed Balance Sheets at June 30, 2011, and December 31, 2010
|
2
|
Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010
|
3
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Notes to Consolidated Condensed Financial Statements
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4
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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32
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Introduction and Overview
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32
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Results of Operations
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36
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Commodity Margin and Adjusted EBITDA
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42
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Liquidity and Capital Resources
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50
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Risk Management and Commodity Accounting
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57
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New Accounting Standards and Disclosure Requirements
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60
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
61
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Item 4. Controls and Procedures
|
61
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PART II — OTHER INFORMATION
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|
Item 1. Legal Proceedings
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62
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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62
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Item 5. Other Information
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62
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Item 6. Exhibits
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63
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Signatures
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64
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ABBREVIATION
|
DEFINITION
|
|
2010 Form 10-K
|
Calpine Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on February 17, 2011
|
|
2017 First Lien Notes
|
The $1.2 billion aggregate principal amount of 7.25% senior secured notes due 2017, issued October 21, 2009, in exchange for a like principal amount of term loans under the First Lien Credit Facility
|
|
2019 First Lien Notes
|
The $400 million aggregate principal amount of 8.0% senior secured notes due 2019, issued May 25, 2010
|
|
2020 First Lien Notes
|
The $1.1 billion aggregate principal amount of 7.875% senior secured notes due 2020, issued July 23, 2010
|
|
2021 First Lien Notes
|
The $2.0 billion aggregate principal amount of 7.50% senior secured notes due 2021, issued October 22, 2010
|
|
2023 First Lien Notes
|
The $1.2 billion aggregate principal amount of 7.875% senior secured notes due 2023, issued January 14, 2011
|
|
AB 32
|
California Assembly Bill 32
|
|
Adjusted EBITDA
|
EBITDA as adjusted for the effects of (a) impairment charges, (b) major maintenance expense, (c) operating lease expense, (d) unrealized gains or losses on commodity derivative mark-to-market activity, (e) adjustments to reflect only the Adjusted EBITDA from our unconsolidated investments, (f) stock-based compensation expense, (g) gains or losses on sales, dispositions or retirements of assets, (h) non-cash gains and losses from foreign currency translations, (i) gains or losses on the repurchase or extinguishment of debt, (j) Conectiv acquisition-related costs, (k) Adjusted EBITDA from our discontinued operations, (l) reorganization items and (m) other extraordinary, unusual or non-recurring items
|
|
AOCI
|
Accumulated Other Comprehensive Income
|
|
Average availability
|
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
|
|
Average capacity factor, excluding peakers
|
Represents a measure of total actual generation as a percent of total potential 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
|
|
BLM
|
Bureau of Land Management of the U.S. Department of the Interior
|
|
Blue Spruce
|
Blue Spruce Energy Center, LLC, formerly an indirect, wholly owned subsidiary that owned Blue Spruce Energy Center, a 310 MW natural gas-fired peaker power plant located in Aurora, Colorado, which was sold on December 6, 2010
|
|
Broad River
|
Broad River Energy Center, an 847 MW natural gas-fired peaker power plant located in Gaffney, South Carolina
|
|
Btu
|
British thermal unit(s), a measure of heat content
|
|
ABBREVIATION
|
DEFINITION
|
|
CAA
|
Federal Clean Air Act, U.S. Code Title 42, Chapter 85
|
|
CAISO
|
California Independent System Operator
|
|
CalGen
|
Calpine Generating Company, LLC, an indirect, wholly owned subsidiary
|
|
CalGen Third Lien Debt
|
Together, the $680 million Third Priority Secured Floating Rate Notes Due 2011, issued by CalGen and CalGen Finance Corp.; and the $150 million 11.50% Third Priority Secured Notes Due 2011, issued by CalGen and CalGen Finance Corp., in each case repaid on March 29, 2007
|
|
Calpine Equity Incentive Plans
|
Collectively, the Director Plan and the Equity Plan, which provide for grants of equity awards to Calpine employees and non-employee members of Calpine’s Board of Directors
|
|
CARB
|
California Air Resources Board
|
|
CCFC
|
Calpine Construction Finance Company, L.P., an indirect, wholly owned subsidiary
|
|
CCFC Notes
|
The $1.0 billion aggregate principal amount of 8.0% Senior Secured Notes due 2016 issued May 19, 2009, by CCFC and CCFC Finance Corp.
|
|
CEHC
|
Conectiv Energy Holding Company, LLC, a wholly owned subsidiary of Conectiv
|
|
Chapter 11
|
Chapter 11 of the U.S. Bankruptcy Code
|
|
CO2
|
Carbon dioxide
|
|
COD
|
Commercial operations date
|
|
Cogeneration
|
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
|
|
Commodity Collateral Revolver
|
Commodity Collateral Revolving Credit Agreement, dated as of July 8, 2008, among Calpine Corporation as borrower, Goldman Sachs Credit Partners L.P., as payment agent, sole lead arranger and sole bookrunner, and the lenders from time to time party thereto, which was repaid on July 8, 2010
|
|
Commodity expense
|
The sum of our expenses from fuel and purchased energy expense, fuel transportation expense, transmission expense and cash settlements from our marketing, hedging and optimization activities including natural gas transactions hedging future power sales that are included in our mark-to-market activity in fuel and purchased energy expense, but excludes the unrealized portion of our mark-to-market activity
|
|
Commodity Margin
|
Non-GAAP financial measure that includes power and steam revenues, sales of purchased power and physical natural gas, capacity revenue, REC revenue, sales of surplus emission allowances, transmission revenue and expenses, fuel and purchased energy expense, fuel transportation expense, RGGI compliance and other environmental costs, and cash settlements from our marketing, hedging and optimization activities including natural gas transactions hedging future power sales that are included in mark-to-market activity, but excludes the unrealized portion of our mark-to-market activity and other revenues
|
|
Commodity revenue
|
The sum of our revenues from power and steam sales, sales of purchased power and physical natural gas, capacity revenue, REC revenue, sales of surplus emission allowances, transmission revenue, and cash settlements from our marketing, hedging and optimization activities that are included in our mark-to-market activity in operating revenues, but excludes the unrealized portion of our mark-to-market activity
|
|
Company
|
Calpine Corporation, a Delaware corporation, and its subsidiaries
|
|
Conectiv
|
Conectiv, LLC, a wholly owned subsidiary of PHI
|
ABBREVIATION
|
DEFINITION
|
|
Conectiv Acquisition
|
The acquisition of all of the membership interests in CEHC pursuant to the Conectiv Purchase Agreement on July 1, 2010, whereby we acquired all of the power generation assets of Conectiv from PHI, which included 18 operating power plants and York Energy Center that was under construction and achieved COD on March 2, 2011, with approximately 4,490 MW of capacity (including completion of scheduled upgrades)
|
|
Conectiv Purchase Agreement
|
Purchase Agreement by and among PHI, Conectiv, CEHC and NDH dated as of April 20, 2010
|
|
CPUC
|
California Public Utilities Commission
|
|
Director Plan
|
The Amended and Restated Calpine Corporation 2008 Director Incentive Plan
|
|
Dodd-Frank Act
|
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
|
|
EBITDA
|
Earnings before interest, taxes, depreciation and amortization
|
|
Effective Date
|
January 31, 2008, the date on which the conditions precedent enumerated in the Plan of Reorganization were satisfied or waived and the Plan of Reorganization became effective
|
|
Emergence Date Market Capitalization
|
The weighted average trading price of Calpine Corporation’s common stock over the 30-day period following the date on which it emerged from Chapter 11 bankruptcy protection, as defined in and calculated pursuant to Calpine Corporation’s amended and restated certificate of incorporation and reported in its Current Report on Form 8-K filed with the SEC on March 25, 2008
|
|
EPA
|
U.S. Environmental Protection Agency
|
|
Equity Plan
|
The Amended and Restated Calpine Corporation 2008 Equity Incentive Plan
|
|
ERCOT
|
Electric Reliability Council of Texas
|
|
Exchange Act
|
U.S. Securities Exchange Act of 1934, as amended
|
|
FDIC
|
U.S. Federal Deposit Insurance Corporation
|
|
FERC
|
U.S. Federal Energy Regulatory Commission
|
|
First Lien Credit Facility
|
Credit Agreement, dated as of January 31, 2008, as amended by the First Amendment to Credit Agreement and Second Amendment to Collateral Agency and Intercreditor Agreement, dated as of August 20, 2009, among Calpine Corporation, as borrower, certain subsidiaries of the Company named therein, as guarantors, the lenders party thereto, Goldman Sachs Credit Partners L.P., as administrative agent and collateral agent, and the other agents named therein
|
|
First Lien Notes
|
Collectively, the 2017 First Lien Notes, the 2019 First Lien Notes, the 2020 First Lien Notes, the 2021 First Lien Notes and the 2023 First Lien Notes
|
|
GE
|
General Electric International, Inc.
|
|
Geysers Assets
|
Our geothermal power plant assets, including our steam extraction and gathering assets, located in northern California consisting of 15 operating power plants and one plant not in operation
|
|
GHG(s)
|
Greenhouse gas(es), primarily carbon dioxide (CO2), and including methane (CH4), nitrous oxide (N2O), sulfur hexafluoride (SF6), hydrofluorocarbons (HFCs) and perfluorocarbons (PFCs)
|
|
Greenfield LP
|
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
|
ABBREVIATION
|
DEFINITION
|
|
Heat Rate(s)
|
A measure of the amount of fuel required to produce a unit of power
|
|
ISRA
|
Industrial Site Recovery Act
|
|
kWh
|
Kilowatt-hour(s), a measure of power produced
|
|
LIBOR
|
London Inter-Bank Offered Rate
|
|
Mankato
|
Mankato Energy Center, a 375 MW natural gas-fired, combined-cycle power plant located in Mankato, Minnesota
|
|
Market Capitalization
|
As of any date, Calpine Corporation’s then market capitalization calculated using the rolling 30-day weighted average trading price of Calpine Corporation’s common stock, as defined in and calculated in accordance with the Calpine Corporation amended and restated certificate of incorporation
|
|
Market Heat Rate(s)
|
The regional power price divided by the corresponding regional natural gas price
|
|
MMBtu
|
Million Btu
|
|
MRTU
|
CAISO’s Market Redesign and Technology Upgrade
|
|
MW
|
Megawatt(s), a measure of plant capacity
|
|
MWh
|
Megawatt hour(s), a measure of power produced
|
|
NDH
|
New Development Holdings, LLC, an indirect, wholly owned subsidiary
|
|
NDH Project Debt
|
The $1.3 billion senior secured term loan facility and the $100 million revolving credit facility issued on July 1, 2010 under the credit agreement, dated as of June 8, 2010, among NDH, as borrower, Credit Suisse AG, as administrative agent, collateral agent, issuing bank and syndication agent, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as joint bookrunners and joint lead arrangers, Credit Suisse AG, Citibank, N.A., and Deutsche Bank Trust Company Americas, as co-documentation agents and the lenders party thereto repaid on March 9, 2011
|
|
NJDEP
|
New Jersey Department of Environmental Protection
|
|
New Term Loan
|
The $360 million first lien senior secured term loan, dated June 17, 2011 among Calpine Corporation as borrower and the lenders party hereto, and Morgan Stanley Senior Funding, Inc., as administrative agent and Goldman Sachs Credit Partners L.P., as collateral agent
|
|
NOL(s)
|
Net operating loss(es)
|
|
NOx
|
Nitrogen oxides
|
|
NYMEX
|
New York Mercantile Exchange
|
|
OCI
|
Other Comprehensive Income
|
|
OMEC
|
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
|
|
OTC
|
Over-the-Counter
|
|
PG&E
|
Pacific Gas & Electric Company
|
|
PHI
|
Pepco Holdings, Inc.
|
ABBREVIATION
|
DEFINITION
|
|
PJM
|
Pennsylvania – New Jersey – Maryland Interconnection
|
|
Plan of Reorganization
|
Sixth Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the U.S. Bankruptcy Code filed by the U.S. Debtors with the U.S. Bankruptcy Court on December 19, 2007, as amended, modified or supplemented through the filing of this Report
|
|
PPA(s)
|
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
|
|
PUCT
|
Public Utility Commission of Texas
|
|
PURPA
|
U.S. Public Utility Regulatory Policies Act of 1978
|
|
QF(s)
|
Qualifying facility(ies), which are cogeneration facilities and certain small power production facilities eligible to be “qualifying facilities” under PURPA, provided that they meet certain power and thermal energy production requirements and efficiency standards. QF status provides an exemption from U.S. Public Utility Holding Company Act of 2005 and grants certain other benefits to the QF
|
|
REC
|
Renewable Energy Credit
|
|
RGGI
|
Regional Greenhouse Gas Initiative
|
|
Rocky Mountain
|
Rocky Mountain Energy Center, LLC, formerly an indirect, wholly owned subsidiary that owned Rocky Mountain Energy Center, a 621 MW combined-cycle, natural gas-fired power plant located in Keenesburg, Colorado, which was sold on December 6, 2010
|
|
RPS
|
Renewable Portfolio Standards
|
|
Russell City
|
Russell City Energy Center, a 619 MW combined-cycle, natural gas-fired power plant under construction and located in Hayward, California, of which, Calpine owns 75%
|
|
Russell City Project Debt
|
Credit Agreement dated June 24, 2011 between Russell City Energy Company, LLC, as borrower, and the lenders named therein
|
|
SEC
|
U.S. Securities and Exchange Commission
|
|
SO2
|
Sulfur dioxide
|
|
South Point
|
South Point Energy Center, a 530 MW natural gas-fired combined-cycle power plant located in Mohave Valley, Arizona
|
|
Spark Spread(s)
|
The difference between the sales price of power per MWh and the cost of fuel to produce it
|
|
Steam Adjusted Heat Rate
|
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
|
|
Term Loan
|
The $1.3 billion first lien senior secured term loan, dated March 9, 2011 among Calpine Corporation as borrower and the lenders party hereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Citibank, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as co-documentation agents and Goldman Sachs Bank USA as syndication agent
|
ABBREVIATION
|
DEFINITION
|
|
U.S. Debtors
|
Calpine Corporation and each of its subsidiaries and affiliates that filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court, which matters are being jointly administered in the U.S. Bankruptcy Court under the caption In re Calpine Corporation, et al., Case No. 05-60200 (BRL)
|
|
U.S. GAAP
|
Generally accepted accounting principles in the U.S.
|
|
VAR
|
Value-at-risk
|
|
VIE(s)
|
Variable interest entity(ies)
|
|
Whitby
|
Whitby Cogeneration Limited Partnership, a 50% partnership interest between certain of our subsidiaries and a third party which operates the Whitby 50 MW natural gas-fired, cogeneration power plant in Ontario, Canada
|
|
York Energy Center
|
565 MW dual fuel, combined-cycle generation power plant (formerly known as the Delta Project) located in Peach Bottom Township, Pennsylvania, included in the Conectiv Acquisition, which achieved COD on March 2, 2011
|
|
|
•
|
Financial results that may be volatile and may not reflect historical trends due to, among other things, fluctuations in prices for commodities such as natural gas and power, fluctuations in liquidity and volatility in the energy commodities markets and our ability to hedge risks;
|
|
•
|
Regulation in the markets in which we participate and our ability to effectively respond to changes in laws and regulations or the interpretation thereof including changing market rules and evolving federal, state and regional laws and regulations including those related to climate change, GHG emissions and derivative transactions;
|
|
•
|
The unknown future impact on our business from the Dodd-Frank Act and the rules to be promulgated under it;
|
|
•
|
Our ability to manage our liquidity needs and to comply with covenants under our First Lien Notes, Corporate Revolving Facility, Term Loan, New Term Loan, CCFC Notes 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 wastewater 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;
|
|
•
|
Competition, including risks associated with marketing and selling power in the evolving energy markets;
|
|
•
|
The expiration or termination of our PPAs and the related results on revenues;
|
|
•
|
Future capacity revenues may not occur at expected levels;
|
|
•
|
Natural disasters, such as hurricanes, earthquakes and floods, or acts of terrorism that may impact our power plants or the markets our power plants serve and our corporate headquarters;
|
|
•
|
Disruptions in or limitations on the transportation of natural gas, fuel oil and transmission of power;
|
|
•
|
Our ability to manage our customer and counterparty exposure and credit risk, including our commodity positions;
|
|
•
|
Our ability to attract, motivate and retain key employees;
|
|
•
|
Present and possible future claims, litigation and enforcement actions; and
|
|
•
|
Other risks identified in this report and our 2010 Form 10-K.
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
(in millions, except share and per share amounts)
|
||||||||||||||||
Operating revenues
|
$
|
1,633
|
$
|
1,430
|
$
|
3,132
|
$
|
2,944
|
||||||||
Operating expenses:
|
||||||||||||||||
Fuel and purchased energy expense
|
1,000
|
904
|
2,069
|
1,873
|
||||||||||||
Plant operating expense
|
261
|
213
|
499
|
431
|
||||||||||||
Depreciation and amortization expense
|
131
|
135
|
262
|
271
|
||||||||||||
Sales, general and other administrative expense
|
34
|
50
|
66
|
72
|
||||||||||||
Other operating expenses
|
22
|
26
|
42
|
52
|
||||||||||||
Total operating expenses
|
1,448
|
1,328
|
2,938
|
2,699
|
||||||||||||
(Income) loss from unconsolidated investments in power plants
|
2
|
(6
|
)
|
(7
|
)
|
(13
|
)
|
|||||||||
Income from operations
|
183
|
108
|
201
|
258
|
||||||||||||
Interest expense
|
192
|
224
|
383
|
405
|
||||||||||||
(Gain) loss on interest rate derivatives, net
|
37
|
(8
|
)
|
146
|
3
|
|||||||||||
Interest (income)
|
(2
|
)
|
(4
|
)
|
(5
|
)
|
(6
|
)
|
||||||||
Debt extinguishment costs
|
5
|
7
|
98
|
7
|
||||||||||||
Other (income) expense, net
|
3
|
1
|
10
|
6
|
||||||||||||
Loss before income taxes and discontinued operations
|
(52
|
)
|
(112
|
)
|
(431
|
)
|
(157
|
)
|
||||||||
Income tax expense (benefit)
|
18
|
6
|
(65
|
)
|
17
|
|||||||||||
Loss before discontinued operations
|
(70
|
)
|
(118
|
)
|
(366
|
)
|
(174
|
)
|
||||||||
Discontinued operations, net of tax expense
|
—
|
4
|
—
|
12
|
||||||||||||
Net loss
|
(70
|
)
|
(114
|
)
|
(366
|
)
|
(162
|
)
|
||||||||
Net income attributable to the noncontrolling interest
|
—
|
(1
|
)
|
(1
|
)
|
—
|
||||||||||
Net loss attributable to Calpine
|
$
|
(70
|
)
|
$
|
(115
|
)
|
$
|
(367
|
)
|
$
|
(162
|
)
|
||||
Basic and diluted loss per common share attributable to Calpine:
|
||||||||||||||||
Weighted average shares of common stock outstanding (in thousands)
|
486,411
|
486,057
|
486,334
|
485,989
|
||||||||||||
Loss before discontinued operations attributable to Calpine
|
$
|
(0.14
|
)
|
$
|
(0.25
|
)
|
$
|
(0.75
|
)
|
$
|
(0.35
|
)
|
||||
Discontinued operations, net of tax expense attributable to Calpine
|
—
|
0.01
|
—
|
0.02
|
||||||||||||
Net loss per common share attributable to Calpine – basic and diluted
|
$
|
(0.14
|
)
|
$
|
(0.24
|
)
|
$
|
(0.75
|
)
|
$
|
(0.33
|
)
|
June 30,
2011
|
December 31,
2010
|
|||||||
(in millions, except share and per share amounts)
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents ($301 and $345 attributable to VIEs)
|
$
|
1,147
|
$
|
1,327
|
||||
Accounts receivable, net of allowance of $4 and $2
|
738
|
669
|
||||||
Margin deposits and other prepaid expense
|
170
|
221
|
||||||
Restricted cash, current ($117 and $177 attributable to VIEs)
|
175
|
195
|
||||||
Derivative assets, current
|
569
|
725
|
||||||
Inventory and other current assets
|
285
|
292
|
||||||
Total current assets
|
3,084
|
3,429
|
||||||
Property, plant and equipment, net ($3,865 and $6,602 attributable to VIEs)
|
13,033
|
12,978
|
||||||
Restricted cash, net of current portion ($40 and $52 attributable to VIEs)
|
42
|
53
|
||||||
Investments
|
84
|
80
|
||||||
Long-term derivative assets
|
110
|
170
|
||||||
Other assets
|
545
|
546
|
||||||
Total assets
|
$
|
16,898
|
$
|
17,256
|
||||
LIABILITIES & STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
602
|
$
|
514
|
||||
Accrued interest payable
|
203
|
132
|
||||||
Debt, current portion ($63 and $132 attributable to VIEs)
|
126
|
152
|
||||||
Derivative liabilities, current
|
643
|
718
|
||||||
Other current liabilities
|
298
|
273
|
||||||
Total current liabilities
|
1,872
|
1,789
|
||||||
Debt, net of current portion ($2,345 and $4,069 attributable to VIEs)
|
10,190
|
10,104
|
||||||
Deferred income taxes, net of current
|
1
|
77
|
||||||
Long-term derivative liabilities
|
221
|
370
|
||||||
Other long-term liabilities
|
225
|
247
|
||||||
Total liabilities
|
12,509
|
12,587
|
||||||
Commitments and contingencies (see Note 12)
|
||||||||
Stockholders’ equity:
|
||||||||
Preferred stock, $.001 par value per share; 100,000,000 shares authorized; none issued and outstanding
|
—
|
—
|
||||||
Common stock, $.001 par value per share; 1,400,000,000 shares authorized; 446,380,252 and 444,883,356 shares issued, respectively, and 445,801,327 and 444,435,198 shares outstanding, respectively
|
1
|
1
|
||||||
Treasury stock, at cost, 578,925 and 448,158 shares, respectively
|
(7
|
)
|
(5
|
)
|
||||
Additional paid-in capital
|
12,293
|
12,281
|
||||||
Accumulated deficit
|
(7,876
|
)
|
(7,509
|
)
|
||||
Accumulated other comprehensive loss
|
(83
|
)
|
(125
|
)
|
||||
Total Calpine stockholders’ equity
|
4,328
|
4,643
|
||||||
Noncontrolling interest
|
61
|
26
|
||||||
Total stockholders’ equity
|
4,389
|
4,669
|
||||||
Total liabilities and stockholders’ equity
|
$
|
16,898
|
$
|
17,256
|
Six Months Ended June 30,
|
||||||||
2011
|
2010
|
|||||||
(in millions)
|
||||||||
Cash flows from operating activities:
|
||||||||
Net Loss
|
$
|
(366
|
)
|
$
|
(162
|
)
|
||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||
Depreciation and amortization expense(1)
|
279
|
298
|
||||||
Debt extinguishment costs
|
85
|
7
|
||||||
Deferred income taxes
|
(90
|
)
|
(4
|
)
|
||||
Loss on disposal of assets
|
9
|
9
|
||||||
Unrealized mark-to-market activity, net
|
77
|
(62
|
)
|
|||||
Income from unconsolidated investments in power plants
|
(7
|
)
|
(13
|
)
|
||||
Return on unconsolidated investments in power plants
|
6
|
2
|
||||||
Stock-based compensation expense
|
12
|
12
|
||||||
Other
|
5
|
(1
|
)
|
|||||
Change in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(68
|
)
|
68
|
|||||
Derivative instruments, net
|
(29
|
)
|
(81
|
)
|
||||
Other assets
|
58
|
171
|
||||||
Accounts payable and accrued expenses
|
166
|
(91
|
)
|
|||||
Liabilities related to non-hedging interest rate swaps
|
103
|
14
|
||||||
Other liabilities
|
(1
|
)
|
3
|
|||||
Net cash provided by operating activities
|
239
|
170
|
||||||
Cash flows from investing activities:
|
||||||||
Purchases of property, plant and equipment
|
(341
|
)
|
(97
|
)
|
||||
Cash acquired due to consolidation of OMEC
|
—
|
8
|
||||||
Purchases of deferred transmission credits
|
(8
|
)
|
—
|
|||||
Decrease in restricted cash
|
30
|
224
|
||||||
Settlement of non-hedging interest rate swaps
|
(103
|
)
|
(14
|
)
|
||||
Other
|
1
|
3
|
||||||
Net cash provided by (used in) investing activities
|
(421
|
)
|
124
|
|||||
Cash flows from financing activities:
|
||||||||
Repayments of project financing, notes payable and other
|
(419
|
)
|
(277
|
)
|
||||
Borrowings from project financing, notes payable and other
|
69
|
—
|
||||||
Repayments on NDH Project Debt
|
(1,283
|
)
|
—
|
|||||
Borrowings under Term Loan and New Term Loan
|
1,657
|
—
|
||||||
Issuance of First Lien Notes
|
1,200
|
400
|
||||||
Repayments on First Lien Credit Facility
|
(1,187
|
)
|
(430
|
)
|
||||
Capital contributions from noncontrolling interest holder
|
34
|
—
|
||||||
Financing costs
|
(67
|
)
|
(15
|
)
|
||||
Refund of financing costs
|
—
|
10
|
||||||
Other
|
(2
|
)
|
—
|
|||||
Net cash provided by (used in) financing activities
|
2
|
(312
|
)
|
|||||
Net decrease in cash and cash equivalents
|
(180
|
)
|
(18
|
)
|
||||
Cash and cash equivalents, beginning of period
|
1,327
|
989
|
||||||
Cash and cash equivalents, end of period
|
$
|
1,147
|
$
|
971
|
||||
Cash paid during the period for:
|
||||||||
Interest, net of amounts capitalized
|
$
|
292
|
$
|
362
|
||||
Income taxes
|
$
|
12
|
$
|
9
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
||||||||
Change in capital expenditures included in accounts payable
|
$
|
21
|
$
|
(7
|
)
|
(1)
|
Includes depreciation and amortization that is also recorded in fuel and purchased energy expense, interest expense and discontinued operations on our Consolidated Condensed Statements of Operations.
|
|
•
|
We have reclassified amounts attributable to interest rate swaps formerly hedging our First Lien Credit Facility term loans previously recorded in interest expense to (gain) loss on interest rate derivatives, net of approximately $(8) million and $3 million for the three and six months ended June 30, 2010, respectively. See Note 7 for further information about our interest rate swaps formerly hedging our First Lien Credit Facility.
|
|
•
|
We have reclassified depreciation expense on corporate assets previously recorded in sales, general and other administrative expense to depreciation and amortization expense of approximately $3 million and $6 million for the three and six months ended June 30, 2010, respectively.
|
|
•
|
We have reclassified cash payments on our interest rate swaps formerly hedging our First Lien Credit Facility term loans previously included in net cash provided by operating activities of approximately $14 million to settlement of non-hedging interest rate swaps included in net cash provided by (used in) investing activities for the six months ended June 30, 2010.
|
June 30, 2011
|
December 31, 2010
|
|||||||||||||||||||||||
Current
|
Non-Current
|
Total
|
Current
|
Non-Current
|
Total
|
|||||||||||||||||||
Debt service
|
$
|
48
|
$
|
28
|
$
|
76
|
$
|
44
|
$
|
25
|
$
|
69
|
||||||||||||
Rent reserve
|
5
|
—
|
5
|
22
|
5
|
27
|
||||||||||||||||||
Construction/major maintenance
|
56
|
3
|
59
|
35
|
14
|
49
|
||||||||||||||||||
Security/project/insurance
|
51
|
7
|
58
|
75
|
7
|
82
|
||||||||||||||||||
Other
|
15
|
4
|
19
|
19
|
2
|
21
|
||||||||||||||||||
Total
|
$
|
175
|
$
|
42
|
$
|
217
|
$
|
195
|
$
|
53
|
$
|
248
|
June 30,
2011
|
December 31,
2010
|
|||||||
Buildings, machinery and equipment
|
$
|
14,966
|
$
|
14,578
|
||||
Geothermal properties
|
1,143
|
1,102
|
||||||
Other
|
265
|
273
|
||||||
16,374
|
15,953
|
|||||||
Less: Accumulated depreciation
|
3,931
|
3,690
|
||||||
12,443
|
12,263
|
|||||||
Land
|
94
|
93
|
||||||
Construction in progress
|
496
|
622
|
||||||
Property, plant and equipment, net
|
$
|
13,033
|
$
|
12,978
|
|
•
|
quantitative information about the unobservable inputs used in a fair value measurement that is categorized within level 3 of the fair value hierarchy;
|
|
•
|
for those fair value measurements categorized within level 3 of the fair value hierarchy, both the valuation processes used and the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, if any; and
|
|
•
|
the categorization by level of the fair value hierarchy for items that are not measured at fair value in the statement of financial position but for which the fair value is required to be disclosed.
|
Consideration
|
$
|
1,640
|
||
Final values of identifiable assets acquired and liabilities assumed:
|
||||
Assets:
|
||||
Current assets
|
$
|
78
|
||
Property, plant and equipment, net
|
1,574
|
|||
Other long-term assets
|
85
|
|||
Total assets acquired
|
1,737
|
|||
Liabilities:
|
||||
Current liabilities
|
46
|
|||
Long-term liabilities
|
51
|
|||
Total liabilities assumed
|
97
|
|||
Net assets acquired
|
$
|
1,640
|
Three Months Ended
|
Six Months Ended
|
|||||||
June 30, 2010
|
June 30, 2010
|
|||||||
Operating revenues
|
$
|
25
|
$
|
50
|
||||
Income from discontinued operations before taxes
|
$
|
12
|
$
|
20
|
||||
Less: Income tax expense
|
8
|
8
|
||||||
Discontinued operations, net of tax
|
$
|
4
|
$
|
12
|
|
•
|
perform an ongoing reassessment each reporting period of whether we are the primary beneficiary of our VIEs; and
|
|
•
|
evaluate if an entity is a VIE and whether we are the primary beneficiary whenever any changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of a VIE that most significantly impact the VIE’s economic performance.
|
Ownership Interest as of June 30, 2011
|
June 30,
2011(1)
|
December 31,
2010
|
||||||||||
Greenfield LP
|
50%
|
$
|
79
|
$
|
77
|
|||||||
Whitby
|
50%
|
5
|
3
|
|||||||||
Total investments
|
$
|
84
|
$
|
80
|
(1)
|
Our risk of loss related to our unconsolidated VIEs is limited to our investment balance. While we also could be responsible for our pro rata portion of debt, holders of the debt of our unconsolidated investments do not have recourse to Calpine Corporation and its other subsidiaries. The debt of our unconsolidated investments is not reflected on our Consolidated Condensed Balance Sheets. At June 30, 2011, and December 31, 2010, equity method investee debt was approximately $514 million and $494 million, respectively, and based on our pro rata share of each of the investments, our share of such debt would be approximately $257 million and $247 million at June 30, 2011 and December 31, 2010, respectively.
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Greenfield LP
|
$
|
4
|
$
|
(3
|
)
|
$
|
(1
|
)
|
$
|
(7
|
)
|
|||||
Whitby
|
(2
|
)
|
(3
|
)
|
(6
|
)
|
(6
|
)
|
||||||||
Total
|
$
|
2
|
$
|
(6
|
)
|
$
|
(7
|
)
|
$
|
(13
|
)
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Net loss
|
$
|
(70
|
)
|
$
|
(114
|
)
|
$
|
(366
|
)
|
$
|
(162
|
)
|
||||
Other comprehensive income (loss):
|
||||||||||||||||
Gain (loss) on cash flow hedges before reclassification adjustment for cash flow hedges realized in net loss
|
(17
|
)
|
(71
|
)
|
14
|
30
|
||||||||||
Reclassification adjustment for cash flow hedges realized in net loss
|
(31
|
)
|
8
|
44
|
22
|
|||||||||||
Foreign currency translation loss
|
(1
|
)
|
(2
|
)
|
—
|
—
|
||||||||||
Income tax (expense) benefit
|
18
|
(23
|
)
|
(16
|
)
|
(9
|
)
|
|||||||||
Comprehensive loss
|
(101
|
)
|
(202
|
)
|
(324
|
)
|
(119
|
)
|
||||||||
Add: Comprehensive income attributable to the noncontrolling interest
|
—
|
(1
|
)
|
(1
|
)
|
—
|
||||||||||
Comprehensive loss attributable to Calpine
|
$
|
(101
|
)
|
$
|
(203
|
)
|
$
|
(325
|
)
|
$
|
(119
|
)
|
June 30,
2011
|
December 31,
2010
|
|||||||
First Lien Notes(1)
|
$
|
5,891
|
$
|
4,691
|
||||
Project financing, notes payable and other(2)(3)
|
1,568
|
1,922
|
||||||
Term Loan and New Term Loan(2)(4)
|
1,654
|
—
|
||||||
NDH Project Debt(4)
|
—
|
1,258
|
||||||
First Lien Credit Facility(1)
|
—
|
1,184
|
||||||
CCFC Notes
|
969
|
965
|
||||||
Capital lease obligations
|
234
|
236
|
||||||
Total debt
|
10,316
|
10,256
|
||||||
Less: Current maturities
|
126
|
152
|
||||||
Debt, net of current portion
|
$
|
10,190
|
$
|
10,104
|
(1)
|
On January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed below.
|
(2)
|
On June 17, 2011, we repaid approximately $340 million of project debt with the proceeds received from $360 million in borrowings under the New Term Loan as further described below.
|
(3)
|
On June 24, 2011, we closed on the approximately $845 million Russell City Project Debt to fund the construction of Russell City as further described below.
|
(4)
|
On March 9, 2011, we borrowed $1.3 billion under the Term Loan and repaid and terminated the NDH Project Debt as discussed below.
|
June 30,
2011
|
December 31,
2010
|
|||||||
2017 First Lien Notes
|
$
|
1,200
|
$
|
1,200
|
||||
2019 First Lien Notes
|
400
|
400
|
||||||
2020 First Lien Notes
|
1,091
|
1,091
|
||||||
2021 First Lien Notes
|
2,000
|
2,000
|
||||||
2023 First Lien Notes(1)
|
1,200
|
—
|
||||||
Total First Lien Notes
|
$
|
5,891
|
$
|
4,691
|
(1)
|
On January 14, 2011, we issued $1.2 billion in aggregate principal amount of 7.875% senior secured notes due 2023 in a private placement. The 2023 First Lien Notes bear interest at 7.875% payable semi-annually on January 15 and July 15 of each year, beginning on July 15, 2011. The 2023 First Lien Notes will mature on January 15, 2023.
|
|
•
|
incur or guarantee additional first lien indebtedness;
|
|
•
|
enter into certain types of commodity hedge agreements that can be secured by first lien collateral;
|
|
•
|
enter into sale and leaseback transactions;
|
|
•
|
create or incur liens; and
|
|
•
|
consolidate, merge or transfer all or substantially all of our assets and the assets of our restricted subsidiaries on a combined basis.
|
June 30,
2011
|
December 31,
2010
|
|||||||
Corporate Revolving Facility(1)
|
$
|
369
|
$
|
443
|
||||
Calpine Development Holdings, Inc.
|
193
|
165
|
||||||
NDH Project Debt credit facility(2)
|
—
|
34
|
||||||
Various project financing facilities
|
100
|
69
|
||||||
Total
|
$
|
662
|
$
|
711
|
(1)
|
When we entered into our $1.0 billion Corporate Revolving Facility on December 10, 2010, the letters of credit issued under our First Lien Credit Facility were either replaced with letters of credit issued by our Corporate Revolving Facility or back-stopped by an irrevocable standby letter of credit issued by a third-party. Our letters of credit under our Corporate Revolving Facility at December 31, 2010 include those that were back-stopped of approximately $83 million. The back-stopped letters of credit were returned and extinguished during the first quarter of 2011.
|
(2)
|
We repaid and terminated the NDH Project Debt on March 9, 2011.
|
June 30, 2011
|
December 31, 2010
|
|||||||||||||||
Fair Value
|
Carrying Value
|
Fair Value
|
Carrying Value
|
|||||||||||||
First Lien Notes(1)
|
$
|
6,032
|
$
|
5,891
|
$
|
4,695
|
$
|
4,691
|
||||||||
Project financing, notes payable and other(2)(3)(4)
|
1,355
|
1,378
|
1,673
|
1,708
|
||||||||||||
Term Loan and New Term Loan(1)(2)
|
1,638
|
1,654
|
—
|
—
|
||||||||||||
NDH Project Debt(1)
|
—
|
—
|
1,303
|
1,258
|
||||||||||||
First Lien Credit Facility(1)
|
—
|
—
|
1,182
|
1,184
|
||||||||||||
CCFC Notes
|
1,073
|
969
|
1,067
|
965
|
||||||||||||
Total
|
$
|
10,098
|
$
|
9,892
|
$
|
9,920
|
$
|
9,806
|
(1)
|
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
|
(2)
|
On June 17, 2011, we repaid approximately $340 million of project debt with the proceeds received from $360 million in borrowings under the New Term Loan as described above.
|
(3)
|
On June 24, 2011, we closed on the approximately $845 million Russell City Project Debt to fund the construction of Russell City as described above.
|
(4)
|
Excludes leases that are accounted for as failed sale-leaseback transactions under U.S. GAAP and included in our project financing, notes payable and other balance.
|
Assets and Liabilities with Recurring Fair Value Measures
at June 30, 2011
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
(in millions)
|
||||||||||||||||
Assets:
|
||||||||||||||||
Cash equivalents(1)
|
$
|
1,334
|
$
|
—
|
$
|
—
|
$
|
1,334
|
||||||||
Margin deposits
|
133
|
—
|
—
|
133
|
||||||||||||
Commodity instruments:
|
||||||||||||||||
Commodity futures contracts
|
460
|
—
|
—
|
460
|
||||||||||||
Commodity forward contracts(2)
|
—
|
173
|
45
|
218
|
||||||||||||
Interest rate swaps
|
—
|
1
|
—
|
1
|
||||||||||||
Total assets
|
$
|
1,927
|
$
|
174
|
$
|
45
|
$
|
2,146
|
||||||||
Liabilities:
|
||||||||||||||||
Commodity instruments:
|
||||||||||||||||
Commodity futures contracts
|
$
|
414
|
$
|
—
|
$
|
—
|
$
|
414
|
||||||||
Commodity forward contracts(2)
|
—
|
112
|
24
|
136
|
||||||||||||
Interest rate swaps
|
—
|
314
|
—
|
314
|
||||||||||||
Total liabilities
|
$
|
414
|
$
|
426
|
$
|
24
|
$
|
864
|
Assets and Liabilities with Recurring Fair Value Measures
at December 31, 2010
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
(in millions)
|
||||||||||||||||
Assets:
|
||||||||||||||||
Cash equivalents(1)
|
$
|
1,297
|
$
|
—
|
$
|
—
|
$
|
1,297
|
||||||||
Margin deposits
|
162
|
—
|
—
|
162
|
||||||||||||
Commodity instruments:
|
||||||||||||||||
Commodity futures contracts
|
550
|
—
|
—
|
550
|
||||||||||||
Commodity forward contracts(2)
|
—
|
287
|
54
|
341
|
||||||||||||
Interest rate swaps
|
—
|
4
|
—
|
4
|
||||||||||||
Total assets
|
$
|
2,009
|
$
|
291
|
$
|
54
|
$
|
2,354
|
||||||||
Liabilities:
|
||||||||||||||||
Margin deposits held by us posted by our counterparties
|
$
|
6
|
$
|
—
|
$
|
—
|
$
|
6
|
||||||||
Commodity instruments:
|
||||||||||||||||
Commodity futures contracts
|
574
|
—
|
—
|
574
|
||||||||||||
Commodity forward contracts(2)
|
—
|
119
|
24
|
143
|
||||||||||||
Interest rate swaps
|
—
|
371
|
—
|
371
|
||||||||||||
Total liabilities
|
$
|
580
|
$
|
490
|
$
|
24
|
$
|
1,094
|
(1)
|
At June 30, 2011, and December 31, 2010, we had cash equivalents of $1,144 million and $1,094 million included in cash and cash equivalents and $190 million and $203 million included in restricted cash, respectively.
|
(2)
|
Includes OTC swaps and options.
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Balance, beginning of period
|
$
|
12
|
$
|
57
|
$
|
30
|
$
|
38
|
||||||||
Realized and unrealized gains (losses):
|
||||||||||||||||
Included in net loss:
|
||||||||||||||||
Included in operating revenues(1)
|
10
|
10
|
6
|
29
|
||||||||||||
Included in fuel and purchased energy expense(2)
|
1
|
(3
|
)
|
—
|
(3
|
)
|
||||||||||
Included in OCI
|
4
|
(5
|
)
|
5
|
—
|
|||||||||||
Purchases, issuances, sales and settlements:
|
||||||||||||||||
Purchases
|
1
|
—
|
1
|
—
|
||||||||||||
Settlements
|
(7
|
)
|
(16
|
)
|
(21
|
)
|
(22
|
)
|
||||||||
Transfers into and/or out of level 3:(3)
|
||||||||||||||||
Transfers out of level 3(4)
|
—
|
—
|
—
|
1
|
||||||||||||
Balance, end of period
|
$
|
21
|
$
|
43
|
$
|
21
|
$
|
43
|
||||||||
Change in unrealized gains relating to instruments held at end of period
|
$
|
11
|
$
|
7
|
$
|
7
|
$
|
26
|
(1)
|
For power contracts and Heat Rate swaps and options, included on our Consolidated Condensed Statements of Operations.
|
(2)
|
For natural gas 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 significant transfers into/out of level 1 or out of level 2 or into level 3 during the three and six months ended June 30, 2011 and 2010.
|
(4)
|
There were no significant transfers into level 2 or out of level 3 for the three months ended June 30, 2011 and 2010, and the six months ended June 30, 2011. We had $(1) million in losses transferred out of level 3 into level 2 for the six months ended June 30, 2010. Transfers out of level 3 into level 2 were due to changes in market liquidity in various power markets.
|
Notional Amounts
|
||||||||
June 30,
2011
|
December 31,
2010
|
|||||||
Derivative Instruments
|
||||||||
Power (MWh)
|
(40
|
)
|
(50
|
)
|
||||
Natural gas (MMBtu)
|
170
|
31
|
||||||
Interest rate swaps(1)
|
$
|
5,191
|
$
|
6,171
|
(1)
|
Approximately $4.1 billion and $3.3 billion at June 30, 2011 and December 31, 2010, respectively, related to variable rate debt that was converted to fixed rate debt in 2011 and 2010.
|
June 30, 2011
|
||||||||||||
Interest Rate
Swaps
|
Commodity
Instruments
|
Total Derivative
Instruments
|
||||||||||
Balance Sheet Presentation
|
||||||||||||
Current derivative assets
|
$
|
—
|
$
|
569
|
$
|
569
|
||||||
Long-term derivative assets
|
1
|
109
|
110
|
|||||||||
Total derivative assets
|
$
|
1
|
$
|
678
|
$
|
679
|
||||||
Current derivative liabilities
|
$
|
195
|
$
|
448
|
$
|
643
|
||||||
Long-term derivative liabilities
|
119
|
102
|
221
|
|||||||||
Total derivative liabilities
|
$
|
314
|
$
|
550
|
$
|
864
|
||||||
Net derivative assets (liabilities)
|
$
|
(313
|
)
|
$
|
128
|
$
|
(185
|
)
|
December 31, 2010
|
||||||||||||
Interest Rate
Swaps
|
Commodity
Instruments
|
Total Derivative
Instruments
|
||||||||||
Balance Sheet Presentation
|
||||||||||||
Current derivative assets
|
$
|
—
|
$
|
725
|
$
|
725
|
||||||
Long-term derivative assets
|
4
|
166
|
170
|
|||||||||
Total derivative assets
|
$
|
4
|
$
|
891
|
$
|
895
|
||||||
Current derivative liabilities
|
$
|
197
|
$
|
521
|
$
|
718
|
||||||
Long-term derivative liabilities
|
174
|
196
|
370
|
|||||||||
Total derivative liabilities
|
$
|
371
|
$
|
717
|
$
|
1,088
|
||||||
Net derivative assets (liabilities)
|
$
|
(367
|
)
|
$
|
174
|
$
|
(193
|
)
|
June 30, 2011
|
December 31, 2010
|
|||||||||||||||
Fair Value of
Derivative Assets
|
Fair Value of
Derivative Liabilities
|
Fair Value of
Derivative Assets
|
Fair Value of
Derivative Liabilities
|
|||||||||||||
Derivatives designated as cash flow hedging instruments:
|
||||||||||||||||
Interest rate swaps
|
$
|
—
|
$
|
49
|
$
|
2
|
$
|
143
|
||||||||
Commodity instruments
|
104
|
41
|
161
|
52
|
||||||||||||
Total derivatives designated as cash flow hedging instruments
|
$
|
104
|
$
|
90
|
$
|
163
|
$
|
195
|
||||||||
Derivatives not designated as hedging instruments:
|
||||||||||||||||
Interest rate swaps
|
$
|
1
|
$
|
265
|
$
|
2
|
$
|
228
|
||||||||
Commodity instruments
|
574
|
509
|
730
|
665
|
||||||||||||
Total derivatives not designated as hedging instruments
|
$
|
575
|
$
|
774
|
$
|
732
|
$
|
893
|
||||||||
Total derivatives
|
$
|
679
|
$
|
864
|
$
|
895
|
$
|
1,088
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Realized gain (loss)
|
||||||||||||||||
Interest rate swaps
|
$
|
(60
|
)
|
$
|
(6
|
)
|
$
|
(106
|
)
|
$
|
(12
|
)
|
||||
Commodity derivative instruments
|
42
|
59
|
52
|
52
|
||||||||||||
Total realized gain (loss)
|
$
|
(18
|
)
|
$
|
53
|
$
|
(54
|
)
|
$
|
40
|
||||||
Unrealized gain (loss)(1)
|
||||||||||||||||
Interest rate swaps
|
$
|
24
|
$
|
(16
|
)
|
$
|
(38
|
)
|
$
|
(19
|
)
|
|||||
Commodity derivative instruments
|
26
|
(31
|
)
|
(39
|
)
|
81
|
||||||||||
Total unrealized gain (loss)
|
$
|
50
|
$
|
(47
|
)
|
$
|
(77
|
)
|
$
|
62
|
||||||
Total mark-to-market activity
|
$
|
32
|
$
|
6
|
$
|
(131
|
)
|
$
|
102
|
(1)
|
Changes in unrealized gain (loss) include de-designation of interest rate swap cash flow hedges and related reclassification from AOCI into income, hedge ineffectiveness and adjustments to reflect changes in credit default risk exposure.
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Realized and unrealized gain (loss)
|
||||||||||||||||
Power contracts included in operating revenues
|
$
|
48
|
$
|
41
|
$
|
(9
|
)
|
$
|
12
|
|||||||
Natural gas contracts included in fuel and purchased energy expense
|
20
|
(13
|
)
|
22
|
121
|
|||||||||||
Interest rate swaps included in interest expense
|
1
|
(30
|
)
|
2
|
(28
|
)
|
||||||||||
Gain (loss) on interest rate derivatives, net
|
(37
|
)
|
8
|
(146
|
)
|
(3
|
)
|
|||||||||
Total mark-to-market activity
|
$
|
32
|
$
|
6
|
$
|
(131
|
)
|
$
|
102
|
Three Months Ended June 30,
|
||||||||||||||||||||||||
Gain (Loss) Recognized in OCI (Effective Portion)
|
Gain (Loss) Reclassified from AOCI Into Income (Effective Portion)(2)
|
Gain (Loss) Reclassified from AOCI Into Income (Ineffective Portion)
|
||||||||||||||||||||||
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
|||||||||||||||||||
Interest rate swaps
|
$
|
(9
|
)
|
$
|
(16
|
)
|
$
|
(22
|
)(3)
|
$
|
(62
|
)
|
$
|
(1
|
)
|
$
|
—
|
|||||||
Commodity derivative instruments
|
(39
|
)
|
(47
|
)
|
53
|
(1)
|
54
|
1
|
3
|
|||||||||||||||
Total
|
$
|
(48
|
)
|
$
|
(63
|
)
|
$
|
31
|
$
|
(8
|
)
|
$
|
—
|
$
|
3
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
Gain (Loss) Recognized in OCI (Effective Portion)
|
Gain (Loss) Reclassified from AOCI Into Income Effective Portion)(2)
|
Gain (Loss) Reclassified from AOCI Into Income (Ineffective Portion)
|
||||||||||||||||||||||
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
|||||||||||||||||||
Interest rate swaps
|
$
|
94
|
$
|
(27
|
)
|
$
|
(123
|
)(4)
|
$
|
(122
|
)
|
$
|
(1
|
)
|
$
|
—
|
||||||||
Commodity derivative instruments
|
(36
|
)
|
79
|
79
|
(1)
|
100
|
1
|
1
|
||||||||||||||||
Total
|
$
|
58
|
$
|
52
|
$
|
(44
|
)
|
$
|
(22
|
)
|
$
|
—
|
$
|
1
|
(1)
|
Included in operating revenues and fuel and purchased energy expense on our Consolidated Condensed Statements of Operations.
|
(2)
|
Cumulative cash flow hedge losses remaining in AOCI were $81 million and $122 million at June 30, 2011 and December 31, 2010, respectively.
|
(3)
|
Reclassification of losses from OCI to earnings for the three months ended June 30, 2011 consisted of $7 million in losses from the reclassification of interest rate contracts due to settlement and $15 million in losses from terminated interest rate contracts due to the repayment of project debt in June 2011.
|
(4)
|
Reclassification of losses from OCI to earnings for the six months ended June 30, 2011 consisted of $17 million in losses from the reclassification of interest rate contracts due to settlement, $15 million in losses from terminated interest rate contracts due to the repayment of project debt in June 2011, and $91 million in losses from existing interest rate contracts reclassified from OCI into earnings due to the repayment of project debt in June 2011.
|
June 30,
2011
|
December 31,
2010
|
|||||||
Margin deposits(1)
|
$
|
133
|
$
|
162
|
||||
Natural gas and power prepayments
|
49
|
43
|
||||||
Total margin deposits and natural gas and power prepayments with our counterparties(2)
|
$
|
182
|
$
|
205
|
||||
Letters of credit issued(3)
|
$
|
492
|
$
|
588
|
||||
First priority liens under power and natural gas agreements(4)
|
—
|
—
|
||||||
First priority liens under interest rate swap agreements
|
299
|
356
|
||||||
Total letters of credit and first priority liens with our counterparties
|
$
|
791
|
$
|
944
|
||||
Margin deposits held by us posted by our counterparties(1)(5)
|
$
|
—
|
$
|
6
|
||||
Letters of credit posted with us by our counterparties
|
36
|
66
|
||||||
Total margin deposits and letters of credit posted with us by our counterparties
|
$
|
36
|
$
|
72
|
(1)
|
Balances are subject to master netting arrangements and presented on a gross basis on our Consolidated Condensed Balance Sheets. We do not offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement for financial statement presentation.
|
(2)
|
At June 30, 2011 and December 31, 2010, $158 million and $183 million were included in margin deposits and other prepaid expense, respectively, and $24 million and $22 million were included in other assets at June 30, 2011 and December 31, 2010, respectively, on our Consolidated Condensed Balance Sheets.
|
(3)
|
When we entered into our Corporate Revolving Facility on December 10, 2010, the letters of credit issued under our First Lien Credit Facility were either replaced by letters of credit issued by the Corporate Revolving Facility or back-stopped by an irrevocable standby letter of credit issued by a third party. Our letters of credit issued under our Corporate Revolving Facility used for our commodity procurement and risk management activities at December 31, 2010 include those that were back-stopped of approximately $63 million. The back-stopped letters of credit were returned and extinguished during the first quarter of 2011.
|
(4)
|
At June 30, 2011, and December 31, 2010, the fair value of our commodity derivative instruments collateralized by first priority liens included assets of $99 million and $193 million, respectively; therefore, there was no collateral exposure at June 30, 2011, or December 31, 2010.
|
(5)
|
Included in other current liabilities on our Consolidated Condensed Balance Sheets.
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Income tax expense (benefit)
|
$
|
18
|
$
|
6
|
$
|
(65
|
)(1)
|
$
|
17
|
(2)
|
||||||
Imputed tax rate
|
(35
|
)%
|
(5
|
)%
|
15
|
%
|
(11
|
)%
|
||||||||
Intraperiod tax allocation expense (benefit)
|
$
|
18
|
$
|
(31
|
)
|
$
|
(16
|
)
|
$
|
(17
|
)
|
(1)
|
Includes a tax benefit of approximately $76 million related to the consolidation of the CCFC and Calpine groups for federal income tax reporting purposes for the six months ended June 30, 2011 (as described below).
|
(2)
|
Includes approximately $13 million in intraperiod tax expense related to a prior period with an offsetting benefit in OCI.
|
Three Months Ended June 30,
|
||||||||||||||||||||||||
Included in continuing
operations
|
Included in discontinued operations
|
Included in OCI
|
||||||||||||||||||||||
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
|||||||||||||||||||
Intraperiod tax allocation expense (benefit)
|
$
|
18
|
$
|
(31
|
)
|
$
|
—
|
$
|
8
|
$
|
(18
|
)
|
$
|
23
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
Included in continuing
operations
|
Included in discontinued operations
|
Included in OCI
|
||||||||||||||||||||||
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
|||||||||||||||||||
Intraperiod tax allocations expense (benefit)
|
$
|
(16
|
)
|
$
|
(17
|
)
|
$
|
—
|
$
|
8
|
$
|
16
|
$
|
9
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
(shares in thousands)
|
||||||||||||||||
Share-based awards
|
15,309
|
15,000
|
15,131
|
14,655
|
Number of Shares
|
Weighted Average Exercise Price
|
Weighted Average Remaining Term
(in years)
|
Aggregate Intrinsic Value
(in millions)
|
|||||||||||||
Outstanding - December 31, 2010
|
17,164,890
|
$
|
17.44
|
5.6
|
$
|
8
|
||||||||||
Granted
|
909,306
|
$
|
14.32
|
|||||||||||||
Exercised
|
6,654
|
$
|
10.95
|
|||||||||||||
Forfeited
|
51,050
|
$
|
11.23
|
|||||||||||||
Expired
|
156,885
|
$
|
17.55
|
|||||||||||||
Outstanding - June 30, 2011
|
17,859,607
|
$
|
17.30
|
5.3
|
$
|
25
|
||||||||||
Exercisable - June 30, 2011
|
6,665,499
|
$
|
19.15
|
5.3
|
$
|
1
|
||||||||||
Vested and expected to vest - June 30, 2011
|
17,443,021
|
$
|
17.41
|
5.2
|
$
|
24
|
2011
|
2010
|
|||||||
Expected term (in years)(1)
|
6.5
|
6.5
|
||||||
Risk-free interest rate(2)
|
2.7 — 3.2
|
%
|
2.9 — 3.3
|
%
|
||||
Expected volatility(3)
|
31.2 — 31.7
|
%
|
35.0 — 37.6
|
%
|
||||
Dividend yield(4)
|
—
|
—
|
||||||
Weighted average grant-date fair value (per option)
|
$
|
5.48
|
$
|
4.66
|
(1)
|
Expected term calculated using the simplified method prescribed by the SEC due to the lack of sufficient historical exercise data to provide a reasonable basis to estimate the expected term.
|
(2)
|
Zero Coupon U.S. Treasury rate or equivalent based on expected term.
|
(3)
|
Volatility calculated using the implied volatility of our exchange traded stock options.
|
(4)
|
We have never paid cash dividends on our common stock, and it is not anticipated that any cash dividends will be paid on our common stock in the near future.
|
Number of
Restricted
Stock Awards
|
Weighted
Average
Grant-Date
Fair Value
|
|||||||
Nonvested - December 31, 2010
|
2,683,117
|
$
|
11.16
|
|||||
Granted
|
1,630,465
|
$
|
14.38
|
|||||
Forfeited
|
145,923
|
$
|
11.88
|
|||||
Vested
|
460,232
|
$
|
14.62
|
|||||
Nonvested - June 30, 2011
|
3,707,427
|
$
|
12.10
|
Three Months Ended June 30, 2011
|
||||||||||||||||||||||||
West
|
Texas
|
North
|
Southeast
|
Consolidation
and
Elimination
|
Total
|
|||||||||||||||||||
Revenues from external customers
|
$
|
466
|
$
|
646
|
$
|
324
|
$
|
197
|
$
|
—
|
$
|
1,633
|
||||||||||||
Intersegment revenues
|
1
|
5
|
5
|
40
|
(51
|
)
|
—
|
|||||||||||||||||
Total operating revenues
|
$
|
467
|
$
|
651
|
$
|
329
|
$
|
237
|
$
|
(51
|
)
|
$
|
1,633
|
|||||||||||
Commodity Margin
|
$
|
236
|
$
|
128
|
$
|
179
|
$
|
59
|
$
|
—
|
$
|
602
|
||||||||||||
Add: Mark-to-market commodity activity, net and other revenue(1)
|
11
|
27
|
—
|
—
|
(9
|
)
|
29
|
|||||||||||||||||
Less:
|
||||||||||||||||||||||||
Plant operating expense
|
116
|
63
|
47
|
41
|
(6
|
)
|
261
|
|||||||||||||||||
Depreciation and amortization expense
|
42
|
35
|
33
|
22
|
(1
|
)
|
131
|
|||||||||||||||||
Sales, general and other administrative expense
|
8
|
13
|
6
|
6
|
1
|
34
|
||||||||||||||||||
Other operating expenses(2)
|
11
|
3
|
9
|
2
|
(5
|
)
|
20
|
|||||||||||||||||
Loss from unconsolidated investments in power plants
|
—
|
—
|
2
|
—
|
—
|
2
|
||||||||||||||||||
Income (loss) from operations
|
70
|
41
|
82
|
(12
|
)
|
2
|
183
|
|||||||||||||||||
Interest expense, net of interest income
|
190
|
|||||||||||||||||||||||
(Gain) loss on interest rate derivatives, net
|
37
|
|||||||||||||||||||||||
Debt extinguishment costs and other (income) expense, net
|
8
|
|||||||||||||||||||||||
Loss before income taxes and discontinued operations
|
$
|
(52
|
)
|
Three Months Ended June 30, 2010
|
||||||||||||||||||||||||
West
|
Texas
|
North
|
Southeast
|
Consolidation
and
Elimination
|
Total
|
|||||||||||||||||||
Revenues from external customers
|
$
|
525
|
$
|
552
|
$
|
134
|
$
|
219
|
$
|
—
|
$
|
1,430
|
||||||||||||
Intersegment revenues
|
1
|
6
|
1
|
21
|
(29
|
)
|
—
|
|||||||||||||||||
Total operating revenues
|
$
|
526
|
$
|
558
|
$
|
135
|
$
|
240
|
$
|
(29
|
)
|
$
|
1,430
|
|||||||||||
Commodity Margin
|
$
|
258
|
$
|
128
|
$
|
79
|
$
|
68
|
$
|
—
|
$
|
533
|
||||||||||||
Add: Mark-to-market commodity activity, net and other revenue(1)
|
10
|
(10
|
)
|
3
|
(9
|
)
|
(6
|
)
|
(12
|
)
|
||||||||||||||
Less:
|
||||||||||||||||||||||||
Plant operating expense
|
88
|
78
|
23
|
31
|
(7
|
)
|
213
|
|||||||||||||||||
Depreciation and amortization expense
|
50
|
40
|
19
|
27
|
(1
|
)
|
135
|
|||||||||||||||||
Sales, general and other administrative expense
|
11
|
16
|
22
|
2
|
(1
|
)
|
50
|
|||||||||||||||||
Other operating expenses(2)
|
12
|
(5
|
)
|
7
|
(1
|
)
|
8
|
21
|
||||||||||||||||
(Income) from unconsolidated investments in power plants
|
—
|
—
|
(6
|
)
|
—
|
—
|
(6
|
)
|
||||||||||||||||
Income (loss) from operations
|
107
|
(11
|
)
|
17
|
—
|
(5
|
)
|
108
|
||||||||||||||||
Interest expense, net of interest income
|
220
|
|||||||||||||||||||||||
(Gain) loss on interest rate derivatives, net
|
(8
|
)
|
||||||||||||||||||||||
Debt extinguishment costs and other (income) expense, net
|
8
|
|||||||||||||||||||||||
Loss before income taxes and discontinued operations
|
$
|
(112
|
)
|
Six Months Ended June 30, 2011
|
||||||||||||||||||||||||
West
|
Texas
|
North
|
Southeast
|
Consolidation
and
Elimination
|
Total
|
|||||||||||||||||||
Revenues from external customers
|
$
|
1,065
|
$
|
1,096
|
$
|
595
|
$
|
376
|
$
|
—
|
$
|
3,132
|
||||||||||||
Intersegment revenues
|
4
|
10
|
13
|
85
|
(112
|
)
|
—
|
|||||||||||||||||
Total operating revenues
|
$
|
1,069
|
$
|
1,106
|
$
|
608
|
$
|
461
|
$
|
(112
|
)
|
$
|
3,132
|
|||||||||||
Commodity Margin
|
$
|
469
|
$
|
195
|
$
|
314
|
$
|
113
|
$
|
—
|
$
|
1,091
|
||||||||||||
Add: Mark-to-market commodity activity, net and other revenue(1)
|
16
|
(33
|
)
|
4
|
(4
|
)
|
(15
|
)
|
(32
|
)
|
||||||||||||||
Less:
|
||||||||||||||||||||||||
Plant operating expense
|
203
|
143
|
92
|
74
|
(13
|
)
|
499
|
|||||||||||||||||
Depreciation and amortization expense
|
88
|
65
|
66
|
45
|
(2
|
)
|
262
|
|||||||||||||||||
Sales, general and other administrative expense
|
19
|
23
|
12
|
11
|
1
|
66
|
||||||||||||||||||
Other operating expenses(2)
|
19
|
3
|
16
|
3
|
(3
|
)
|
38
|
|||||||||||||||||
(Income) from unconsolidated investments in power plants
|
—
|
—
|
(7
|
)
|
—
|
—
|
(7
|
)
|
||||||||||||||||
Income (loss) from operations
|
156
|
(72
|
)
|
139
|
(24
|
)
|
2
|
201
|
||||||||||||||||
Interest expense, net of interest income
|
378
|
|||||||||||||||||||||||
(Gain) loss on interest rate derivatives, net
|
146
|
|||||||||||||||||||||||
Debt extinguishment costs and other (income) expense, net
|
108
|
|||||||||||||||||||||||
Loss before income taxes and discontinued operations
|
$
|
(431
|
)
|
Six Months Ended June 30, 2010
|
||||||||||||||||||||||||
West
|
Texas
|
North
|
Southeast
|
Consolidation
and
Elimination
|
Total
|
|||||||||||||||||||
Revenues from external customers
|
$
|
1,190
|
$
|
1,079
|
$
|
257
|
$
|
418
|
$
|
—
|
$
|
2,944
|
||||||||||||
Intersegment revenues
|
5
|
10
|
2
|
44
|
(61
|
)
|
—
|
|||||||||||||||||
Total operating revenues
|
$
|
1,195
|
$
|
1,089
|
$
|
259
|
$
|
462
|
$
|
(61
|
)
|
$
|
2,944
|
|||||||||||
Commodity Margin
|
$
|
471
|
$
|
235
|
$
|
131
|
$
|
126
|
$
|
—
|
$
|
963
|
||||||||||||
Add: Mark-to-market commodity activity, net and other revenue(1)
|
18
|
86
|
—
|
13
|
(14
|
)
|
103
|
|||||||||||||||||
Less:
|
||||||||||||||||||||||||
Plant operating expense
|
178
|
162
|
45
|
59
|
(13
|
)
|
431
|
|||||||||||||||||
Depreciation and amortization expense
|
103
|
76
|
39
|
56
|
(3
|
)
|
271
|
|||||||||||||||||
Sales, general and other administrative expense
|
26
|
16
|
25
|
6
|
(1
|
)
|
72
|
|||||||||||||||||
Other operating expenses(2)
|
29
|
2
|
15
|
2
|
(1
|
)
|
47
|
|||||||||||||||||
(Income) from unconsolidated investments in power plants
|
—
|
—
|
(13
|
)
|
—
|
—
|
(13
|
)
|
||||||||||||||||
Income from operations
|
153
|
65
|
20
|
16
|
4
|
258
|
||||||||||||||||||
Interest expense, net of interest income
|
399
|
|||||||||||||||||||||||
(Gain) loss on interest rate derivatives, net
|
3
|
|||||||||||||||||||||||
Debt extinguishment costs and other (income) expense, net
|
13
|
|||||||||||||||||||||||
Loss before income taxes and discontinued operations
|
$
|
(157
|
)
|
(1)
|
Mark-to-market commodity activity represents the unrealized portion of our mark-to-market activity, net, included in operating revenues and fuel and purchased energy expense on our Consolidated Condensed Statements of Operations.
|
(2)
|
Excludes $2 million and $5 million of RGGI compliance and other environmental costs for the three months ended June 30, 2011 and 2010, respectively, and $4 million and $5 million for the six months ended June 30, 2011 and 2010, respectively, which are included as a component of Commodity Margin.
|
|
•
|
Our York Energy Center, a 565 MW dual fuel, combined-cycle power plant achieved COD on March 2, 2011 and began selling power under a six-year PPA with a third party which commenced on June 1, 2011.
|
|
•
|
Construction of our Russell City Energy Center, which closed on construction financing in June 2011, and upgrades at our Los Esteros Critical Energy Facility continue to move forward with expected completion dates in 2013.
|
|
•
|
We issued our 2023 First Lien Notes, terminated our First Lien Credit Facility and extended our corporate debt maturities. Together, these changes eliminated the more restrictive of our debt covenants, resulting in increased operational, strategic and financial flexibility in managing our capital resources including the flexibility to reinvest more earnings for organic growth, issue and/or buyback shares of our common stock and incur additional debt, if needed, for acquisitions or development projects. Additionally, we achieved attractive yields and a maturity schedule stretching from 2017 to 2023 with no more than $2.0 billion of corporate debt maturing in any given year.
|
|
•
|
We have further continued to reduce our overall cost of debt and simplify our capital structure by refinancing subsidiary level debt with corporate level term loans eliminating the need for subsidiary level reporting and the potential for cash to be temporarily trapped at the subsidiary level. On March 9, 2011, we closed on the $1.3 billion Term Loan and used the net proceeds received, together with operating cash on hand, to fully retire the approximately $1.3 billion NDH Project Debt in accordance with its repayment terms. On June 17, 2011, we repaid approximately $340 million of project debt with the proceeds received from $360 million in borrowings under the New Term Loan.
|
2011
|
2010
|
$ Change
|
% Change
|
|||||||||||||
Operating revenues:
|
||||||||||||||||
Commodity revenue
|
$
|
1,570
|
$
|
1,379
|
$
|
191
|
14
|
|||||||||
Mark-to-market activity(1)
|
60
|
32
|
28
|
88
|
||||||||||||
Other revenue
|
3
|
19
|
(16
|
)
|
(84
|
)
|
||||||||||
Operating revenues
|
1,633
|
1,430
|
203
|
14
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Fuel and purchased energy expense:
|
||||||||||||||||
Commodity expense
|
966
|
841
|
(125
|
)
|
(15
|
)
|
||||||||||
Mark-to-market activity(1)
|
34
|
63
|
29
|
46
|
||||||||||||
Fuel and purchased energy expense
|
1,000
|
904
|
(96
|
)
|
(11
|
)
|
||||||||||
Plant operating expense
|
261
|
213
|
(48
|
)
|
(23
|
)
|
||||||||||
Depreciation and amortization expense
|
131
|
135
|
4
|
3
|
||||||||||||
Sales, general and other administrative expense
|
34
|
50
|
16
|
32
|
||||||||||||
Other operating expenses(2)
|
22
|
26
|
4
|
15
|
||||||||||||
Total operating expenses
|
1,448
|
1,328
|
(120
|
)
|
(9
|
)
|
||||||||||
(Income) loss from unconsolidated investments in power plants
|
2
|
(6
|
)
|
(8
|
)
|
#
|
||||||||||
Income from operations
|
183
|
108
|
75
|
69
|
||||||||||||
Interest expense
|
192
|
224
|
32
|
14
|
||||||||||||
(Gain) loss on interest rate derivatives, net
|
37
|
(8
|
)
|
(45
|
)
|
#
|
||||||||||
Interest (income)
|
(2
|
)
|
(4
|
)
|
(2
|
)
|
(50
|
)
|
||||||||
Debt extinguishment costs
|
5
|
7
|
2
|
29
|
||||||||||||
Other (income) expense, net
|
3
|
1
|
(2
|
)
|
#
|
|||||||||||
Loss before income taxes and discontinued operations
|
(52
|
)
|
(112
|
)
|
60
|
54
|
||||||||||
Income tax expense
|
18
|
6
|
(12
|
)
|
#
|
|||||||||||
Loss before discontinued operations
|
(70
|
)
|
(118
|
)
|
48
|
41
|
||||||||||
Discontinued operations, net of tax expense
|
—
|
4
|
(4
|
)
|
#
|
|||||||||||
Net loss
|
(70
|
)
|
(114
|
)
|
44
|
39
|
||||||||||
Net income attributable to the noncontrolling interest
|
—
|
(1
|
)
|
1
|
#
|
|||||||||||
Net loss attributable to Calpine
|
$
|
(70
|
)
|
$
|
(115
|
)
|
$
|
45
|
39
|
2011
|
2010
|
Change
|
% Change
|
|||||||||||||
Operating Performance Metrics:
|
||||||||||||||||
MWh generated (in thousands)(3)
|
19,394
|
19,246
|
148
|
1
|
||||||||||||
Average availability
|
84.8
|
%
|
87.7
|
%
|
(2.9
|
)
|
(3
|
)
|
||||||||
Average total MW in operation(3)
|
27,314
|
23,057
|
4,257
|
18
|
||||||||||||
Average capacity factor, excluding peakers
|
37.6
|
%
|
42.5
|
%
|
(4.9
|
)
|
(12
|
)
|
||||||||
Steam Adjusted Heat Rate
|
7,451
|
7,306
|
(145
|
)
|
(2
|
)
|
#
|
Variance of 100% or greater.
|
(1)
|
Amount represents the unrealized portion of our mark-to-market activity.
|
(2)
|
Includes $2 million and $5 million of RGGI compliance and other environmental costs for the three months ended June 30, 2011 and 2010, respectively, which are components of Commodity Margin.
|
(3)
|
Represents generation and capacity from power plants that we both consolidate and operate and excludes Greenfield LP, Whitby, Freeport Energy Center and 21.5% of Hidalgo Energy Center for both the three months ended June 30, 2011 and 2010. Excludes 25% of Freestone Energy Center for the three months ended June 30, 2011.
|
|
•
|
an increase in the North primarily due to the Conectiv Acquisition which closed on July 1, 2010; partially offset by
|
|
•
|
a decrease of $10 million in REC revenue relating to the timing of revenue recognized during the second quarter of 2010 associated with the receipt of CPUC approval, weaker price conditions in the West resulting from an increase in hydroelectric generation in California and an increase in unscheduled outages in the Southeast and West in the second quarter of 2011 compared to 2010.
|
2011
|
2010
|
$ Change
|
% Change
|
|||||||||||||
Operating revenues
|
||||||||||||||||
Commodity revenue
|
$
|
3,090
|
$
|
2,929
|
$
|
161
|
5
|
|||||||||
Mark-to-market activity(1)
|
35
|
(7
|
)
|
42
|
#
|
|||||||||||
Other revenue
|
7
|
22
|
(15
|
)
|
(68
|
)
|
||||||||||
Operating revenues
|
3,132
|
2,944
|
188
|
6
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Fuel and purchased energy expense:
|
||||||||||||||||
Commodity expense
|
1,995
|
1,961
|
(34
|
)
|
(2
|
)
|
||||||||||
Mark-to-market activity(1)
|
74
|
(88
|
)
|
(162
|
)
|
#
|
||||||||||
Fuel and purchased energy expense
|
2,069
|
1,873
|
(196
|
)
|
(10
|
)
|
||||||||||
Plant operating expense
|
499
|
431
|
(68
|
)
|
(16
|
)
|
||||||||||
Depreciation and amortization expense
|
262
|
271
|
9
|
3
|
||||||||||||
Sales, general and other administrative expense
|
66
|
72
|
6
|
8
|
||||||||||||
Other operating expenses(2)
|
42
|
52
|
10
|
19
|
||||||||||||
Total operating expenses
|
2,938
|
2,699
|
(239
|
)
|
(9
|
)
|
||||||||||
(Income) from unconsolidated investments in power plants
|
(7
|
)
|
(13
|
)
|
(6
|
)
|
(46
|
)
|
||||||||
Income from operations
|
201
|
258
|
(57
|
)
|
(22
|
)
|
||||||||||
Interest expense
|
383
|
405
|
22
|
5
|
||||||||||||
(Gain) loss on interest rate derivatives, net
|
146
|
3
|
(143
|
)
|
#
|
|||||||||||
Interest (income)
|
(5
|
)
|
(6
|
)
|
(1
|
)
|
(17
|
)
|
||||||||
Debt extinguishment costs
|
98
|
7
|
(91
|
)
|
#
|
|||||||||||
Other (income) expense, net
|
10
|
6
|
(4
|
)
|
(67
|
)
|
||||||||||
Loss before income taxes and discontinued operations
|
(431
|
)
|
(157
|
)
|
(274
|
)
|
#
|
|||||||||
Income tax expense (benefit)
|
(65
|
)
|
17
|
82
|
#
|
|||||||||||
Loss before discontinued operations
|
(366
|
)
|
(174
|
)
|
(192
|
)
|
#
|
|||||||||
Discontinued operations, net of tax expense
|
—
|
12
|
(12
|
)
|
#
|
|||||||||||
Net loss
|
(366
|
)
|
(162
|
)
|
(204
|
)
|
#
|
|||||||||
Net income attributable to the noncontrolling interest
|
(1
|
)
|
—
|
(1
|
)
|
—
|
||||||||||
Net loss attributable to Calpine
|
$
|
(367
|
)
|
$
|
(162
|
)
|
$
|
(205
|
)
|
#
|
2011
|
2010
|
Change
|
% Change
|
|||||||||||||
Operating Performance Metrics:
|
||||||||||||||||
MWh generated (in thousands)(3)
|
37,521
|
39,604
|
(2,083
|
)
|
(5
|
)
|
||||||||||
Average availability
|
86.8
|
%
|
89.0
|
%
|
(2.2
|
)
|
(2
|
)
|
||||||||
Average total MW in operation(3)
|
27,110
|
23,069
|
4,041
|
18
|
||||||||||||
Average capacity factor, excluding peakers
|
37.2
|
%
|
44.3
|
%
|
(7.1
|
)
|
(16
|
)
|
||||||||
Steam Adjusted Heat Rate
|
7,411
|
7,266
|
(145
|
)
|
(2
|
)
|
#
|
Variance of 100% or greater.
|
(1)
|
Amount represents the unrealized portion of our mark-to-market activity.
|
(2)
|
Includes $4 million and $5 million of RGGI compliance and other environmental costs for the six months ended June 30, 2011 and 2010, respectively, which are components of Commodity Margin.
|
(3)
|
Represents generation and capacity from power plants that we both consolidate and operate and excludes Greenfield LP, Whitby, Freeport Energy Center and 21.5% of Hidalgo Energy Center for both the six months ended June 30, 2011 and 2010. Excludes 25% of Freestone Energy Center for the six months ended June 30, 2011.
|
|
•
|
an increase in the North primarily due to the Conectiv Acquisition which closed on July 1, 2010; partially offset by
|
|
•
|
the negative impact in Texas of unplanned outages at some of our power plants caused by an extreme cold weather event in early February 2011 that required us to purchase physical replacement power at prices substantially above our hedged price.
|
West:
|
2011
|
2010
|
Change
|
% Change
|
||||||||||||
Commodity Margin (in millions)
|
$
|
236
|
$
|
258
|
$
|
(22
|
)
|
(9
|
)
|
|||||||
Commodity Margin per MWh generated
|
$
|
68.33
|
$
|
47.04
|
$
|
21.29
|
45
|
|||||||||
MWh generated (in thousands)
|
3,454
|
5,485
|
(2,031
|
)
|
(37
|
)
|
||||||||||
Average availability
|
75.9
|
%
|
88.4
|
%
|
(12.5
|
)
|
(14
|
)
|
||||||||
Average total MW in operation
|
6,888
|
6,904
|
(16
|
)
|
—
|
|||||||||||
Average capacity factor, excluding peakers
|
25.3
|
%
|
40.2
|
%
|
(14.9
|
)
|
(37
|
)
|
||||||||
Steam Adjusted Heat Rate
|
7,755
|
7,359
|
(396
|
)
|
(5
|
)
|
Texas:
|
2011
|
2010
|
Change
|
% Change
|
||||||||||||
Commodity Margin (in millions)
|
$
|
128
|
$
|
128
|
$
|
—
|
—
|
|||||||||
Commodity Margin per MWh generated
|
$
|
16.27
|
$
|
15.53
|
$
|
0.74
|
5
|
|||||||||
MWh generated (in thousands)
|
7,867
|
8,243
|
(376
|
)
|
(5
|
)
|
||||||||||
Average availability
|
89.1
|
%
|
88.4
|
%
|
0.7
|
1
|
||||||||||
Average total MW in operation
|
6,984
|
7,197
|
(213
|
)
|
(3
|
)
|
||||||||||
Average capacity factor, excluding peakers
|
51.6
|
%
|
52.4
|
%
|
(0.8
|
)
|
(2
|
)
|
||||||||
Steam Adjusted Heat Rate
|
7,204
|
7,222
|
18
|
—
|
North:
|
2011
|
2010
|
Change
|
% Change
|
||||||||||||
Commodity Margin (in millions)
|
$
|
179
|
$
|
79
|
$
|
100
|
#
|
|||||||||
Commodity Margin per MWh generated
|
$
|
47.27
|
$
|
60.96
|
$
|
(13.69
|
)
|
(22
|
)
|
|||||||
MWh generated (in thousands)
|
3,787
|
1,296
|
2,491
|
#
|
||||||||||||
Average availability
|
88.4
|
%
|
85.4
|
%
|
3.0
|
4
|
||||||||||
Average total MW in operation
|
7,359
|
2,873
|
4,486
|
#
|
||||||||||||
Average capacity factor, excluding peakers
|
34.6
|
%
|
31.3
|
%
|
3.3
|
11
|
||||||||||
Steam Adjusted Heat Rate
|
7,985
|
7,648
|
(337
|
)
|
(4
|
)
|
Southeast:
|
2011
|
2010
|
Change
|
% Change
|
||||||||||||
Commodity Margin (in millions)
|
$
|
59
|
$
|
68
|
$
|
(9
|
)
|
(13
|
)
|
|||||||
Commodity Margin per MWh generated
|
$
|
13.77
|
$
|
16.11
|
$
|
(2.34
|
)
|
(15
|
)
|
|||||||
MWh generated (in thousands)
|
4,286
|
4,222
|
64
|
2
|
||||||||||||
Average availability
|
85.3
|
%
|
87.1
|
%
|
(1.8
|
)
|
(2
|
)
|
||||||||
Average total MW in operation
|
6,083
|
6,083
|
—
|
—
|
||||||||||||
Average capacity factor, excluding peakers
|
36.0
|
%
|
35.3
|
%
|
0.7
|
2
|
||||||||||
Steam Adjusted Heat Rate
|
7,322
|
7,319
|
(3
|
)
|
—
|
West:
|
2011
|
2010
|
Change
|
% Change
|
||||||||||||
Commodity Margin (in millions)
|
$
|
469
|
$
|
471
|
$
|
(2
|
)
|
—
|
||||||||
Commodity Margin per MWh generated
|
$
|
48.61
|
$
|
32.04
|
$
|
16.57
|
52
|
|||||||||
MWh generated (in thousands)
|
9,649
|
14,702
|
(5,053
|
)
|
(34
|
)
|
||||||||||
Average availability
|
83.9
|
%
|
90.8
|
%
|
(6.9
|
)
|
(8
|
)
|
||||||||
Average total MW in operation
|
6,887
|
6,936
|
(49
|
)
|
(1
|
)
|
||||||||||
Average capacity factor, excluding peakers
|
35.7
|
%
|
54.2
|
%
|
(18.5
|
)
|
(34
|
)
|
||||||||
Steam Adjusted Heat Rate
|
7,495
|
7,298
|
(197
|
)
|
(3
|
)
|
Texas:
|
2011
|
2010
|
Change
|
% Change
|
||||||||||||
Commodity Margin (in millions)
|
$
|
195
|
$
|
235
|
$
|
(40
|
)
|
(17
|
)
|
|||||||
Commodity Margin per MWh generated
|
$
|
14.79
|
$
|
15.79
|
$
|
(1.00
|
)
|
(6
|
)
|
|||||||
MWh generated (in thousands)
|
13,186
|
14,885
|
(1,699
|
)
|
(11
|
)
|
||||||||||
Average availability
|
84.3
|
%
|
85.5
|
%
|
(1.2
|
)
|
(1
|
)
|
||||||||
Average total MW in operation
|
6,973
|
7,177
|
(204
|
)
|
(3
|
)
|
||||||||||
Average capacity factor, excluding peakers
|
43.5
|
%
|
47.8
|
%
|
(4.3
|
)
|
(9
|
)
|
||||||||
Steam Adjusted Heat Rate
|
7,224
|
7,169
|
(55
|
)
|
(1
|
)
|
North:
|
2011
|
2010
|
Change
|
% Change
|
||||||||||||
Commodity Margin (in millions)
|
$
|
314
|
$
|
131
|
$
|
183
|
#
|
|||||||||
Commodity Margin per MWh generated
|
$
|
51.35
|
$
|
55.27
|
$
|
(3.92
|
)
|
(7
|
)
|
|||||||
MWh generated (in thousands)
|
6,115
|
2,370
|
3,745
|
#
|
||||||||||||
Average availability
|
89.7
|
%
|
88.9
|
%
|
0.8
|
1
|
||||||||||
Average total MW in operation
|
7,167
|
2,873
|
4,294
|
#
|
||||||||||||
Average capacity factor, excluding peakers
|
29.6
|
%
|
28.8
|
%
|
0.8
|
3
|
||||||||||
Steam Adjusted Heat Rate
|
7,888
|
7,613
|
(275
|
)
|
(4
|
)
|
Southeast:
|
2011
|
2010
|
Change
|
% Change
|
||||||||||||
Commodity Margin (in millions)
|
$
|
113
|
$
|
126
|
$
|
(13
|
)
|
(10
|
)
|
|||||||
Commodity Margin per MWh generated
|
$
|
13.18
|
$
|
16.48
|
$
|
(3.30
|
)
|
(20
|
)
|
|||||||
MWh generated (in thousands)
|
8,571
|
7,647
|
924
|
12
|
||||||||||||
Average availability
|
89.8
|
%
|
91.4
|
%
|
(1.6
|
)
|
(2
|
)
|
||||||||
Average total MW in operation
|
6,083
|
6,083
|
—
|
—
|
||||||||||||
Average capacity factor, excluding peakers
|
37.0
|
%
|
32.8
|
%
|
4.2
|
13
|
||||||||||
Steam Adjusted Heat Rate
|
7,310
|
7,305
|
(5
|
)
|
—
|
Three Months Ended June 30, 2011
|
||||||||||||||||||||||||
West
|
Texas
|
North
|
Southeast
|
Consolidation
and
Elimination
|
Total
|
|||||||||||||||||||
Net loss attributable to Calpine
|
$
|
(70
|
)
|
|||||||||||||||||||||
Income tax expense
|
18
|
|||||||||||||||||||||||
Other (income) expense and debt extinguishment costs, net
|
8
|
|||||||||||||||||||||||
(Gain) loss on interest rate derivatives, net
|
37
|
|||||||||||||||||||||||
Interest expense, net
|
190
|
|||||||||||||||||||||||
Income (loss) from operations
|
$
|
70
|
$
|
41
|
$
|
82
|
$
|
(12
|
)
|
$
|
2
|
$
|
183
|
|||||||||||
Add:
|
||||||||||||||||||||||||
Adjustments to reconcile income (loss) from operations to Adjusted EBITDA:
|
||||||||||||||||||||||||
Depreciation and amortization expense, excluding deferred financing costs(1)
|
43
|
35
|
33
|
22
|
(2
|
)
|
131
|
|||||||||||||||||
Major maintenance expense
|
31
|
21
|
7
|
17
|
—
|
76
|
||||||||||||||||||
Operating lease expense
|
2
|
—
|
7
|
—
|
—
|
9
|
||||||||||||||||||
Unrealized (gain) loss on commodity derivative mark-to-market activity
|
(9
|
)
|
(20
|
)
|
2
|
1
|
—
|
(26
|
)
|
|||||||||||||||
Adjustments to reflect Adjusted EBITDA from unconsolidated investments(2)
|
—
|
—
|
13
|
—
|
—
|
13
|
||||||||||||||||||
Stock-based compensation expense
|
2
|
3
|
—
|
2
|
—
|
7
|
||||||||||||||||||
Non-cash loss on dispositions of assets
|
1
|
1
|
1
|
1
|
—
|
4
|
||||||||||||||||||
Other
|
1
|
—
|
7
|
1
|
—
|
9
|
||||||||||||||||||
Total Adjusted EBITDA
|
$
|
141
|
$
|
81
|
$
|
152
|
$
|
32
|
$
|
—
|
$
|
406
|
Three Months Ended June 30, 2010
|
||||||||||||||||||||||||
West
|
Texas
|
North
|
Southeast
|
Consolidation
and
Elimination
|
Total
|
|||||||||||||||||||
Net loss attributable to Calpine
|
$
|
(115
|
)
|
|||||||||||||||||||||
Net income attributable to noncontrolling interest
|
1
|
|||||||||||||||||||||||
Discontinued operations, net of tax expense
|
(4
|
)
|
||||||||||||||||||||||
Income tax expense
|
6
|
|||||||||||||||||||||||
Other (income) expense and debt extinguishment costs, net
|
8
|
|||||||||||||||||||||||
(Gain) loss on interest rate derivatives, net
|
(8
|
)
|
||||||||||||||||||||||
Interest expense, net
|
220
|
|||||||||||||||||||||||
Income (loss) from operations
|
$
|
107
|
$
|
(11
|
)
|
$
|
17
|
$
|
—
|
$
|
(5
|
)
|
$
|
108
|
||||||||||
Add:
|
||||||||||||||||||||||||
Adjustments to reconcile income (loss) from operations to Adjusted EBITDA:
|
||||||||||||||||||||||||
Depreciation and amortization expense, excluding deferred financing costs(1)
|
51
|
40
|
19
|
28
|
(2
|
)
|
136
|
|||||||||||||||||
Major maintenance expense
|
10
|
24
|
3
|
6
|
—
|
43
|
||||||||||||||||||
Operating lease expense
|
5
|
—
|
6
|
—
|
—
|
11
|
||||||||||||||||||
Unrealized (gain) loss on commodity derivative mark-to-market activity
|
(7
|
)
|
31
|
(3
|
)
|
10
|
—
|
31
|
||||||||||||||||
Adjustments to reflect Adjusted EBITDA from unconsolidated investments(2)
|
—
|
—
|
8
|
—
|
—
|
8
|
||||||||||||||||||
Stock-based compensation expense
|
2
|
3
|
1
|
—
|
—
|
6
|
||||||||||||||||||
Non-cash loss on dispositions of assets
|
(1
|
)
|
—
|
—
|
—
|
—
|
(1
|
)
|
||||||||||||||||
Conectiv acquisition-related costs
|
—
|
—
|
19
|
—
|
—
|
19
|
||||||||||||||||||
Adjusted EBITDA from continuing operations
|
167
|
87
|
70
|
44
|
(7
|
)
|
361
|
|||||||||||||||||
Adjusted EBITDA from discontinued operations
|
20
|
—
|
—
|
—
|
—
|
20
|
||||||||||||||||||
Total Adjusted EBITDA
|
$
|
187
|
$
|
87
|
$
|
70
|
$
|
44
|
$
|
(7
|
)
|
$
|
381
|
Six Months Ended June 30, 2011
|
||||||||||||||||||||||||
West
|
Texas
|
North
|
Southeast
|
Consolidation and Elimination
|
Total
|
|||||||||||||||||||
Net loss attributable to Calpine
|
$
|
(367
|
)
|
|||||||||||||||||||||
Net income attributable to noncontrolling interest
|
1
|
|||||||||||||||||||||||
Income tax benefit
|
(65
|
)
|
||||||||||||||||||||||
Other (income) expense and debt extinguishment costs, net
|
108
|
|||||||||||||||||||||||
(Gain) loss on interest rate derivatives, net
|
146
|
|||||||||||||||||||||||
Interest expense, net
|
378
|
|||||||||||||||||||||||
Income (loss) from operations
|
$
|
156
|
$
|
(72
|
)
|
$
|
139
|
$
|
(24
|
)
|
$
|
2
|
$
|
201
|
||||||||||
Add:
|
||||||||||||||||||||||||
Adjustments to reconcile income (loss) from operations to Adjusted EBITDA:
|
||||||||||||||||||||||||
Depreciation and amortization expense, excluding deferred financing costs(1)
|
88
|
65
|
66
|
46
|
(2
|
)
|
263
|
|||||||||||||||||
Major maintenance expense
|
38
|
59
|
13
|
26
|
—
|
136
|
||||||||||||||||||
Operating lease expense
|
4
|
—
|
13
|
—
|
—
|
17
|
||||||||||||||||||
Unrealized (gain) loss on commodity derivative mark-to-market activity
|
(11
|
)
|
45
|
(1
|
)
|
6
|
—
|
39
|
||||||||||||||||
Adjustments to reflect Adjusted EBITDA from unconsolidated investments(2)
|
—
|
—
|
21
|
—
|
—
|
21
|
||||||||||||||||||
Stock-based compensation expense
|
5
|
4
|
1
|
2
|
—
|
12
|
||||||||||||||||||
Non-cash loss on dispositions of assets
|
2
|
4
|
1
|
2
|
—
|
9
|
||||||||||||||||||
Other
|
1
|
—
|
9
|
1
|
—
|
11
|
||||||||||||||||||
Total Adjusted EBITDA
|
$
|
283
|
$
|
105
|
$
|
262
|
$
|
59
|
$
|
—
|
$
|
709
|
Six Months Ended June 30, 2010
|
||||||||||||||||||||||||
West
|
Texas
|
North
|
Southeast
|
Consolidation and Elimination
|
Total
|
|||||||||||||||||||
Net loss attributable to Calpine
|
$
|
(162
|
)
|
|||||||||||||||||||||
Discontinued operations, net of tax expense
|
(12
|
)
|
||||||||||||||||||||||
Income tax expense
|
17
|
|||||||||||||||||||||||
Other (income) expense and debt extinguishment costs, net
|
13
|
|||||||||||||||||||||||
(Gain) loss on interest rate derivatives, net
|
3
|
|||||||||||||||||||||||
Interest expense, net
|
399
|
|||||||||||||||||||||||
Income from operations
|
$
|
153
|
$
|
65
|
$
|
20
|
$
|
16
|
$
|
4
|
$
|
258
|
||||||||||||
Add:
|
||||||||||||||||||||||||
Adjustments to reconcile income from operations to Adjusted EBITDA:
|
||||||||||||||||||||||||
Depreciation and amortization expense, excluding deferred financing costs(1)
|
104
|
76
|
39
|
58
|
(4
|
)
|
273
|
|||||||||||||||||
Major maintenance expense
|
19
|
60
|
6
|
13
|
—
|
98
|
||||||||||||||||||
Operating lease expense
|
9
|
—
|
13
|
—
|
—
|
22
|
||||||||||||||||||
Unrealized (gain) loss on commodity derivative mark-to-market activity
|
(11
|
)
|
(61
|
)
|
1
|
(10
|
)
|
—
|
(81
|
)
|
||||||||||||||
Adjustments to reflect Adjusted EBITDA from unconsolidated investments(2)
|
—
|
—
|
15
|
—
|
—
|
15
|
||||||||||||||||||
Stock-based compensation expense
|
5
|
5
|
1
|
1
|
—
|
12
|
||||||||||||||||||
Non-cash loss on dispositions of assets
|
(1
|
)
|
5
|
—
|
1
|
—
|
5
|
|||||||||||||||||
Conectiv acquisition-related costs
|
—
|
—
|
19
|
—
|
—
|
19
|
||||||||||||||||||
Other
|
1
|
—
|
—
|
—
|
—
|
1
|
||||||||||||||||||
Adjusted EBITDA from continuing operations
|
279
|
150
|
114
|
79
|
—
|
622
|
||||||||||||||||||
Adjusted EBITDA from discontinued operations
|
41
|
—
|
—
|
—
|
—
|
41
|
||||||||||||||||||
Total Adjusted EBITDA
|
$
|
320
|
$
|
150
|
$
|
114
|
$
|
79
|
$
|
—
|
$
|
663
|
(1)
|
Depreciation and amortization expense in the income from operations calculation on our Consolidated Condensed Statements of Operations excludes amortization of other assets.
|
(2)
|
Adjustments to reflect Adjusted EBITDA from unconsolidated investments include unrealized gains (losses) on mark-to-market activity of nil for the three and six months ended June 30, 2011 and 2010.
|
June 30,
2011
|
December 31,
2010
|
|||||||
Cash and cash equivalents, corporate(1)
|
$
|
846
|
$
|
1,058
|
||||
Cash and cash equivalents, non-corporate
|
301
|
269
|
||||||
Total cash and cash equivalents
|
1,147
|
1,327
|
||||||
Restricted cash
|
217
|
248
|
||||||
Revolving facility(ies) availability(2)
|
631
|
623
|
||||||
Letter of credit availability(3)
|
7
|
35
|
||||||
Total current liquidity availability
|
$
|
2,002
|
$
|
2,233
|
(1)
|
Includes nil and $6 million of margin deposits held by us posted by our counterparties at June 30, 2011, and December 31, 2010, respectively.
|
(2)
|
On December 10, 2010, we executed our $1.0 billion Corporate Revolving Facility, which replaced our $1.0 billion revolver under our First Lien Credit Facility. At December 31, 2010, the letters of credit issued under our First Lien Credit Facility were either replaced by letters of credit issued by the Corporate Revolving Facility or back-stopped by an irrevocable standby letter of credit issued by a third party. Our letters of credit under our Corporate Revolving Facility at December 31, 2010 include those that were back-stopped of approximately $83 million. The back-stopped letters of credit were returned and extinguished during the first quarter of 2011. The balance at December 31, 2010 includes availability under the NDH Project Debt, which was retired on March 9, 2011.
|
(3)
|
Includes availability under Calpine Development Holdings, Inc.
|
|
•
|
the level of Market Heat Rates;
|
|
•
|
our continued ability to successfully hedge our Commodity Margin;
|
|
•
|
the speed, strength and duration of an economic recovery;
|
|
•
|
maintaining acceptable availability levels for our fleet;
|
|
•
|
improving the efficiency and profitability of our operations;
|
|
•
|
continued compliance with the covenants under our existing financing obligations, including our First Lien Notes, Term Loan, New Term Loan, Corporate Revolving Facility, CCFC and other debt obligations;
|
|
•
|
stabilizing and increasing future contractual cash flows; and
|
|
•
|
our significant counterparties performing under their contracts with us.
|
June 30,
2011
|
December 31,
2010
|
|||||||
Corporate Revolving Facility(1)
|
$
|
369
|
$
|
443
|
||||
Calpine Development Holdings, Inc.
|
193
|
165
|
||||||
NDH Project Debt credit facility(2)
|
—
|
34
|
||||||
Various project financing facilities
|
100
|
69
|
||||||
Total
|
$
|
662
|
$
|
711
|
(1)
|
When we entered into our $1.0 billion Corporate Revolving Facility on December 10, 2010, the letters of credit issued under our First Lien Credit Facility were either replaced with letters of credit issued by our Corporate Revolving Facility or back-stopped by an irrevocable standby letter of credit issued by a third-party. Our letters of credit under our Corporate Revolving Facility at December 31, 2010 include those that were back-stopped of approximately $83 million. The back-stopped letters of credit were returned and extinguished during the first quarter of 2011.
|
(2)
|
We repaid and terminated the NDH Project Debt on March 9, 2011.
|
|
•
|
re-invest future earnings internally for additional growth and/or may elect to return cash to shareholders;
|
|
•
|
issue and/or buyback additional shares of our common stock;
|
|
•
|
incur additional first lien indebtedness up to certain consolidated net tangible asset ratios;
|
|
•
|
incur additional subordinated or junior secured debt; and
|
|
•
|
use corporate resources to freely invest in our subsidiaries which are not first lien guarantors.
|
|
•
|
Edge Moor (Delaware): Feasibility study under way with PJM for the addition of 300 MW of combined-cycle capacity at our existing site, leveraging existing infrastructure;
|
|
•
|
Garrison (Delaware): Actively permitting 309 MW of new combined-cycle capacity at a development site secured by a lease option;
|
|
•
|
Talbert (Maryland): Existing interconnect agreement for 200 MW of new simple-cycle capacity at a development site secured by a lease option;
|
|
•
|
Powell (Maryland): Existing interconnect agreement for 300 – 500 MW of new simple-cycle capacity at a development site that we are currently in the process of purchasing; and
|
|
•
|
Other locations that we feel provide similar opportunity to position us for growth within the region.
|
|
•
|
We have entered into a new ten-year PPA with a third party to provide 485 MW of power generated by our Carville Energy Center which will commence in June 2012.
|
|
•
|
We continue to expand our use of seasonal contracts in the Southeast.
|
2011
|
2010
|
|||||||
Beginning cash and cash equivalents
|
$
|
1,327
|
$
|
989
|
||||
Net cash provided by (used in):
|
||||||||
Operating activities
|
239
|
170
|
||||||
Investing activities
|
(421
|
)
|
124
|
|||||
Financing activities
|
2
|
(312
|
)
|
|||||
Net decrease in cash and cash equivalents
|
(180
|
)
|
(18
|
)
|
||||
Ending cash and cash equivalents
|
$
|
1,147
|
$
|
971
|
|
•
|
Income from operations — Income from operations, adjusted for non-cash items increased by $55 million for the six months ended June 30, 2011, as compared to the six months ended June 30, 2010. Non-cash items consist primarily of depreciation and amortization, income from unconsolidated investments and unrealized gains and losses in mark-to-market activity.
|
|
•
|
Interest Paid — Cash paid for interest, inclusive of interest rate swaps in hedging relationships, decreased by $70 million to $292 million for the six months ended June 30, 2011, as compared to $362 million for the six months ended June 30,
|
|
•
|
Working capital — Working capital employed increased by approximately $19 million during the period after adjusting for debt related balances which did not impact cash provided by operating activities. The increase was primarily due to a decrease in the reductions in margin requirements in the current year as compared to the same period in 2010.
|
|
•
|
Prepayment Premiums — For the six months ended June 30, 2011, we paid $13 million of prepayment premiums related to the extinguishment of the NDH Project Debt.
|
|
•
|
Capital expenditures — Capital expenditures increased by approximately $244 million primarily resulting from construction activity at the Russell City Energy Center, Los Esteros Critical Energy Facility and York Energy Center combined with our turbine upgrade program.
|
|
•
|
Settlement of non-hedging interest rate swaps — During the six months ended June 30, 2011, we made payments on interest rate swap derivative instruments associated with swaps that formerly hedged the variable rate debt which was converted to fixed rate debt of $103 million compared to payments of $14 million during the six months ended 2010. Since these payments were recognized in net loss and effectively reduced our interest payable, the offset to the amount reflected in net cash provided by (used in) investing activities is included in the reconciliation of net loss to net cash provided by operating activities in the line item liabilities related to non-hedging interest rate swaps on our Consolidated Condensed Statements of Cash Flows.
|
|
•
|
Restricted cash — The net reduction in restricted cash was $30 million for the six months ended June 30, 2011 compared to $224 million for the same period in 2010. The decrease in restricted cash in 2011 as compared to 2010 was due mainly to the maturity of project debt and the corresponding reduction in restricted cash requirements during the first quarter of 2010.
|
|
•
|
Issuance of First Lien Notes — During the six months ended June 30, 2011, we received proceeds of approximately $1.2 billion from the issuance of the 2023 First Lien Notes and used those proceeds to terminate the First Lien Credit Facility in accordance with its repayment terms resulting in a net increase of $13 million during the six months ended June 30, 2011. During the six months ended June 30, 2010, we received proceeds of approximately $400 million from the issuance of First Lien Notes and made repayments on our First Lien Credit Facility of approximately $430 million resulting in a net decrease of $30 million.
|
|
•
|
Issuance of the Term Loan and New Term Loan — During the six months ended June 30, 2011, we received proceeds of approximately $1.7 billion from the issuance of the Term Loan and New Term Loan. We used the proceeds to repay NDH Project Debt and other project debt of approximately $1.6 billion resulting in a net increase of $34 million.
|
|
•
|
Additional finance costs — During the six months ended June 30, 2011, largely due to the refinancing of the First Lien Credit Facility and the NDH Project Debt, we incurred $67 million of financing costs compared to $15 million during the six months ended June 30, 2010.
|
|
•
|
Higher Repayments of Project Debt — Excluding the repayment of the NDH Project Debt and other project debt noted above, during the six months ended June 30, 2011, we made scheduled payments on project debt of approximately $79 million compared to payments of approximately $277 million in the six months ended June 30, 2010.
|
Interest Rate
Swaps
|
Commodity
Instruments
|
Total
|
||||||||||
Fair value of contracts outstanding at January 1, 2011
|
$
|
(367
|
)
|
$
|
174
|
$
|
(193
|
)
|
||||
Items recognized or otherwise settled during the period(1)(2)
|
117
|
(133
|
)
|
(16
|
)
|
|||||||
Fair value attributable to new contracts
|
—
|
3
|
3
|
|||||||||
Changes in fair value attributable to price movements
|
(49
|
)
|
84
|
35
|
||||||||
Change in fair value attributable to nonperformance risk
|
(14
|
)
|
—
|
(14
|
)
|
|||||||
Fair value of contracts outstanding at June 30, 2011(3)
|
$
|
(313
|
)
|
$
|
128
|
$
|
(185
|
)
|
(1)
|
Interest rate settlements consist of recognized losses from former interest rate cash flow hedges of $18 million that were de-designated as a result of the repayment of project debt in June 2011, $33 million related to recognition of losses from settlements of designated cash flow hedges, and $66 million in losses from settlements of undesignated interest rate swaps (represents a portion of interest expense and (gain) loss on interest rate derivatives, net as reported on our Consolidated Condensed Statements of Operations).
|
(2)
|
Gains on settlement of commodity contracts not designated as hedging instruments of $104 million (represents a portion of operating revenues and fuel and purchased energy expense as reported on our Consolidated Condensed Statements of Operations) and $29 million related to recognition of gains from cash flow hedges, previously reflected in OCI, partially offset by other changes in derivative assets and liabilities not reflected in OCI or net income.
|
(3)
|
Net commodity and interest rate derivative assets and liabilities reported in Notes 6 and 7 of the Notes to Consolidated Condensed Financial Statements.
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Realized gain (loss)
|
||||||||||||||||
Interest rate swaps
|
$
|
(60
|
)
|
$
|
(6
|
)
|
$
|
(106
|
)
|
$
|
(12
|
)
|
||||
Commodity derivative instruments
|
42
|
59
|
52
|
52
|
||||||||||||
Total realized gain (loss)
|
$
|
(18
|
)
|
$
|
53
|
$
|
(54
|
)
|
$
|
40
|
||||||
Unrealized gain (loss) (1)
|
||||||||||||||||
Interest rate swaps
|
$
|
24
|
$
|
(16
|
)
|
$
|
(38
|
)
|
$
|
(19
|
)
|
|||||
Commodity derivative instruments
|
26
|
(31
|
)
|
(39
|
)
|
81
|
||||||||||
Total unrealized gain (loss)
|
$
|
50
|
$
|
(47
|
)
|
$
|
(77
|
)
|
$
|
62
|
||||||
Total mark-to-market activity
|
$
|
32
|
$
|
6
|
$
|
(131
|
)
|
$
|
102
|
(1)
|
Changes in unrealized gain (loss) include de-designation of interest rate swap cash flow hedges and related reclassification from AOCI into income, hedge ineffectiveness and adjustments to reflect changes in credit default risk exposure.
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Realized and unrealized gain (loss)
|
||||||||||||||||
Power contracts included in operating revenues
|
$
|
48
|
$
|
41
|
$
|
(9
|
)
|
$
|
12
|
|||||||
Natural gas contracts included in fuel and purchased energy expense
|
20
|
(13
|
)
|
22
|
121
|
|||||||||||
Interest rate swaps included in interest expense
|
1
|
(30
|
)
|
2
|
(28
|
)
|
||||||||||
Gain (loss) on interest rate derivatives, net
|
(37
|
)
|
8
|
(146
|
)
|
(3
|
)
|
|||||||||
Total mark-to-market activity
|
$
|
32
|
$
|
6
|
$
|
(131
|
)
|
$
|
102
|
Fair Value Source:
|
2011
|
2012 - 2013
|
2014 - 2015
|
After 2015
|
Total
|
|||||||||||||||
Prices actively quoted
|
$
|
58
|
$
|
5
|
$
|
—
|
$
|
—
|
$
|
63
|
||||||||||
Prices provided by other external sources
|
19
|
29
|
—
|
—
|
48
|
|||||||||||||||
Prices based on models and other valuation methods
|
(3
|
)
|
18
|
2
|
—
|
17
|
||||||||||||||
Total fair value
|
$
|
74
|
$
|
52
|
$
|
2
|
$
|
—
|
$
|
128
|
2011
|
2010
|
|||||||
Three months ended June 30:
|
||||||||
High
|
$
|
39
|
$
|
29
|
||||
Low
|
$
|
20
|
$
|
23
|
||||
Average
|
$
|
30
|
$
|
26
|
||||
Six months ended June 30:
|
||||||||
High
|
$
|
39
|
$
|
58
|
||||
Low
|
$
|
20
|
$
|
23
|
||||
Average
|
$
|
33
|
$
|
33
|
||||
At June 30
|
$
|
21
|
$
|
24
|
|
•
|
credit approvals;
|
|
•
|
routine monitoring of counterparties’ credit limits and their overall credit ratings;
|
|
•
|
limiting our marketing, hedging and optimization activities with high risk counterparties;
|
|
•
|
margin, collateral, or prepayment arrangements; and
|
|
•
|
payment netting arrangements, or master netting arrangements that allow for the netting of positive and negative exposures of various contracts associated with a single counterparty.
|
Credit Quality
|
||||||||||||||||||||
Based on Standard & Poor's Ratings at June 30, 2011
|
||||||||||||||||||||
2011
|
2012 - 2013
|
2014 - 2015
|
After 2015
|
Total
|
||||||||||||||||
Investment grade
|
$
|
78
|
$
|
54
|
$
|
2
|
$
|
—
|
$
|
134
|
||||||||||
Non-investment grade
|
—
|
1
|
—
|
—
|
1
|
|||||||||||||||
No external ratings
|
(4
|
)
|
(3
|
)
|
—
|
—
|
(7
|
)
|
||||||||||||
Total fair value
|
$
|
74
|
$
|
52
|
$
|
2
|
$
|
—
|
$
|
128
|
(a)
Total Number of Shares Purchased
|
(b)
Average Price Paid Per Share
|
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
(d)
Maximum Number of Shares That May Yet Be Purchased Under the Plan or Programs
|
|||||||||||||
April
|
3,498
|
$
|
16.23
|
—
|
N/A
|
|||||||||||
May
|
897
|
$
|
16.09
|
—
|
N/A
|
|||||||||||
June
|
3,050
|
$
|
15.52
|
—
|
N/A
|
|||||||||||
Total
|
7,445
|
$
|
15.92
|
—
|
N/A
|
Exhibit
|
||
Number
|
Description
|
|
4.1
|
Second Supplemental Indenture dated as of July 22, 2011, among each of Deer Park Energy Center LLC, Deer Park Holdings, LLC, Metcalf Energy Center, LLC, Metcalf Holdings, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of October 21, 2009, providing for the issuance of 7.25% Senior Secured Notes due 2017.
|
|
4.2
|
Second Supplemental Indenture dated as of July 22, 2011, among each of Deer Park Energy Center LLC, Deer Park Holdings, LLC, Metcalf Energy Center, LLC, Metcalf Holdings, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of May 25, 2010, providing for the issuance of 8.0% Senior Secured Notes due 2019.
|
|
4.3
|
Second Supplemental Indenture dated as of July 22, 2011, among each of Deer Park Energy Center LLC, Deer Park Holdings, LLC, Metcalf Energy Center, LLC, Metcalf Holdings, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of July 23, 2010, providing for the issuance of 7.875% Senior Secured Notes due 2020.
|
|
4.4
|
Second Supplemental Indenture dated as of July 22, 2011, among each of Deer Park Energy Center LLC, Deer Park Holdings, LLC, Metcalf Energy Center, LLC, Metcalf Holdings, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of October 22, 2010, providing for the issuance of 7.50% Senior Secured Notes due 2021.
|
|
4.5
|
Second Supplemental Indenture dated as of July 22, 2011, among each of Deer Park Energy Center LLC, Deer Park Holdings, LLC, Metcalf Energy Center, LLC, Metcalf Holdings, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% Senior Secured Notes due 2023.
|
|
10.1 | Amended and Restated Guarantee and Collateral Agreement, dated as of December 10, 2010, made by the Company and certain of the Company's subsidiaries party thereto in favor of Goldman Sachs Credit Partners, L.P., as collateral agent. | |
31.1
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification of 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†
|
†
|
XBRL information is furnished, not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.
|
By:
|
/s/ ZAMIR RAUF
|
|||
Zamir Rauf
|
||||
Executive Vice President and
|
||||
Chief Financial Officer
|
||||
Date: July 28, 2011
|
Exhibit
|
||
Number
|
Description
|
|
4.1
|
Second Supplemental Indenture dated as of July 22, 2011, among each of Deer Park Energy Center LLC, Deer Park Holdings, LLC, Metcalf Energy Center, LLC, Metcalf Holdings, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of October 21, 2009, providing for the issuance of 7.25% Senior Secured Notes due 2017.
|
|
4.2
|
Second Supplemental Indenture dated as of July 22, 2011, among each of Deer Park Energy Center LLC, Deer Park Holdings, LLC, Metcalf Energy Center, LLC, Metcalf Holdings, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of May 25, 2010, providing for the issuance of 8.0% Senior Secured Notes due 2019.
|
|
4.3
|
Second Supplemental Indenture dated as of July 22, 2011, among each of Deer Park Energy Center LLC, Deer Park Holdings, LLC, Metcalf Energy Center, LLC, Metcalf Holdings, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of July 23, 2010, providing for the issuance of 7.875% Senior Secured Notes due 2020.
|
|
4.4
|
Second Supplemental Indenture dated as of July 22, 2011, among each of Deer Park Energy Center LLC, Deer Park Holdings, LLC, Metcalf Energy Center, LLC, Metcalf Holdings, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of October 22, 2010, providing for the issuance of 7.50% Senior Secured Notes due 2021.
|
|
4.5
|
Second Supplemental Indenture dated as of July 22, 2011, among each of Deer Park Energy Center LLC, Deer Park Holdings, LLC, Metcalf Energy Center, LLC, Metcalf Holdings, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% Senior Secured Notes due 2023.
|
|
10.1 | Amended and Restated Guarantee and Collateral Agreement, dated as of December 10, 2010, made by the Company and certain of the Company's subsidiaries party thereto in favor of Goldman Sachs Credit Partners, L.P., as collateral agent. | |
31.1
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification of 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†
|
†
|
XBRL information is furnished, not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.
|
ON BEHALF OF THE GUARANTEEING
|
||
SUBSIDIARIES LISTED ON SCHEDULE I
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
ON BEHALF OF THE EXISTING
|
||
GUARANTORS LISTED ON SCHEDULE II
|
||
By:
|
/s/ HETHER BENJAMIN-BROWN
|
|
Name: Hether Benjamin-Brown
Title: Vice President
|
ON BEHALF OF THE EXISTING
|
||
GUARANTORS LISTED ON SCHEDULE III
|
||
By:
|
/s/ W. THADDEUS MILLER
|
|
Name: W. Thaddeus Miller
Title: Corporate Secretary and Chief Legal Officer
|
ON BEHALF OF THE EXISTING
|
||
SUBSIDIARIES LISTED ON SCHEDULE IV
|
||
By:
|
/s/ TODD THORNTON
|
|
Name: Todd Thornton
Title: Vice President
|
CALPINE CORPORATION
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
WILMINGTON TRUST COMPANY,
|
||
as Trustee
|
||
By:
|
/s/ PRITAL PATEL
|
|
Authorized Signatory
|
|
SCHEDULE I
|
Name of Guarantor
|
Deer Park Energy Center LLC
|
Deer Park Holdings, LLC
|
Metcalf Energy Center, LLC
|
Metcalf Holdings, LLC
|
|
SCHEDULE II
|
Name of Guarantor
|
Calpine Construction Management Company, Inc.
|
Calpine Mid-Atlantic Operating, LLC
|
Calpine Operating Services Company, Inc.
|
Calpine Power Services, Inc.
|
Thomassen Turbine Systems America, Inc.
|
Name of Guarantor
|
Anacapa Land Company, LLC
|
Anderson Springs Energy Company
|
Auburndale Peaker Energy Center, LLC
|
Aviation Funding Corp.
|
Baytown Energy Center, LLC
|
Bellingham Cogen, Inc.
|
CalGen Expansion Company, LLC
|
CalGen Finance Corp.
|
CalGen Project Equipment Finance Company Three, LLC
|
Calpine Administrative Services Company, Inc.
|
Calpine Auburndale Holdings, LLC
|
Calpine c*Power, Inc.
|
Calpine CalGen Holdings, Inc.
|
Calpine California Holdings, Inc.
|
Calpine Calistoga Holdings, LLC
|
Calpine CCFC Holdings, Inc.
|
Calpine Central Texas GP, Inc.
|
Calpine Central, Inc.
|
Calpine Central, L.P.
|
Calpine Central-Texas, Inc.
|
Calpine Cogeneration Corporation
|
Calpine Eastern Corporation
|
Calpine Edinburg, Inc.
|
Calpine Energy Management, L.P.
|
Calpine Energy Services Holdings, Inc.
|
Calpine Energy Services, L.P.
|
Calpine Fuels Corporation
|
Calpine Generating Company, LLC
|
Calpine Geysers Company, L.P.
|
Calpine Gilroy 1, Inc.
|
Name of Guarantor |
Calpine Gilroy 2, Inc.
|
Calpine Global Services Company, Inc.
|
Calpine Hidalgo Energy Center, L.P.
|
Calpine Hidalgo Holdings, Inc.
|
Calpine Hidalgo, Inc.
|
Calpine Jupiter, LLC
|
Calpine Kennedy Operators, Inc.
|
Calpine KIA, Inc.
|
Calpine King City, Inc.
|
Calpine King City, LLC
|
Calpine Leasing Inc.
|
Calpine Long Island, Inc.
|
Calpine Magic Valley Pipeline, Inc.
|
Calpine MVP, Inc.
|
Calpine Newark, LLC
|
Calpine Northbrook Holdings Corporation
|
Calpine Northbrook Investors, LLC
|
Calpine Northbrook Project Holdings, LLC
|
Calpine Oneta Power, LLC
|
Calpine Operations Management Company, Inc.
|
Calpine Power Company
|
Calpine Power, Inc.
|
Calpine Power Management, Inc.
|
Calpine Power Management, LLC
|
Calpine PowerAmerica, Inc.
|
Calpine PowerAmerica, LLC
|
Calpine PowerAmerica-CA, LLC
|
Calpine PowerAmerica-CT, LLC
|
Calpine PowerAmerica-MA, LLC
|
Calpine PowerAmerica-ME, LLC
|
Calpine PowerAmerica-NH, LLC
|
Name of Guarantor |
Calpine PowerAmerica-NY, LLC
|
Calpine PowerAmerica-OR, LLC
|
Calpine PowerAmerica-PA, LLC
|
Calpine PowerAmerica-RI, LLC
|
Calpine Project Holdings, Inc.
|
Calpine Pryor, Inc.
|
Calpine Rumford I, Inc.
|
Calpine Rumford, Inc.
|
Calpine Schuylkill, Inc.
|
Calpine Sonoran Pipeline, LLC
|
Calpine Stony Brook Operators, Inc.
|
Calpine Stony Brook, Inc.
|
Calpine Sumas, Inc.
|
Calpine TCCL Holdings, Inc.
|
Calpine Texas Pipeline GP, Inc.
|
Calpine Texas Pipeline LP, Inc.
|
Calpine Texas Pipeline, L.P.
|
Calpine Tiverton I, Inc.
|
Calpine Tiverton, Inc.
|
Calpine University Power, Inc.
|
Carville Energy LLC
|
CCFC Development Company, LLC
|
CES Marketing IX, LLC
|
CES Marketing V, L.P.
|
CES Marketing X, LLC
|
Channel Energy Center, LLC
|
Clear Lake Cogeneration Limited Partnership
|
Columbia Energy LLC
|
Corpus Christi Cogeneration, LLC
|
CPN 3rd Turbine, Inc.
|
CPN Acadia, Inc.
|
Name of Guarantor |
CPN Cascade, Inc.
|
CPN Clear Lake, Inc.
|
CPN East Fuels, LLC
|
CPN Energy Services GP, Inc.
|
CPN Energy Services LP, Inc.
|
CPN Pipeline Company
|
CPN Pryor Funding Corporation
|
CPN Telephone Flat, Inc.
|
Decatur Energy Center, LLC
|
Delta Energy Center, LLC
|
East Altamont Energy Center, LLC
|
Fontana Energy Center, LLC
|
Freestone Power Generation, LLC
|
GEC Bethpage Inc.
|
Geysers Power Company, LLC
|
Geysers Power I Company
|
Hillabee Energy Center, LLC
|
Idlewild Fuel Management Corp.
|
JMC Bethpage, Inc.
|
Lone Oak Energy Center, LLC
|
Los Medanos Energy Center LLC
|
Magic Valley Pipeline, L.P.
|
Moapa Energy Center, LLC
|
Mobile Energy LLC
|
Modoc Power, Inc.
|
Morgan Energy Center, LLC
|
Northwest Cogeneration, Inc.
|
NTC Five, Inc.
|
Pastoria Energy Center, LLC
|
Pastoria Energy Facility, L.L.C.
|
Pine Bluff Energy, LLC
|
Name of Guarantor |
RockGen Energy LLC
|
Rumford Power Associates Limited Partnership
|
San Joaquin Valley Energy Center, LLC
|
Santa Rosa Energy Center, LLC
|
Stony Brook Cogeneration, Inc.
|
Stony Brook Fuel Management Corp.
|
Sutter Dryers, Inc.
|
Texas City Cogeneration, LLC
|
Texas Cogeneration Five, Inc.
|
Texas Cogeneration One Company
|
Thermal Power Company
|
Tiverton Power Associates Limited Partnership
|
Wawayanda Energy Center, LLC
|
Zion Energy LLC
|
|
SCHEDULE IV
|
Name of Guarantor
|
Calpine Bethlehem, LLC
|
Calpine Mid-Atlantic Energy, LLC
|
Calpine Mid-Atlantic Generation, LLC
|
Calpine Mid-Atlantic Marketing, LLC
|
Calpine New Jersey Generation, LLC
|
Calpine Solar, LLC
|
Calpine Vineland Solar, LLC
|
New Development Holdings, LLC
|
ON BEHALF OF THE GUARANTEEING
|
||
SUBSIDIARIES LISTED ON SCHEDULE I
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
ON BEHALF OF THE EXISTING
|
||
GUARANTORS LISTED ON SCHEDULE II
|
||
By:
|
/s/ HETHER BENJAMIN-BROWN
|
|
Name: Hether Benjamin-Brown
Title: Vice President
|
ON BEHALF OF THE EXISTING
|
||
GUARANTORS LISTED ON SCHEDULE III
|
||
By:
|
/s/ W. THADDEUS MILLER
|
|
Name: W. Thaddeus Miller
Title: Corporate Secretary and Chief Legal Officer
|
ON BEHALF OF THE EXISTING
|
||
SUBSIDIARIES LISTED ON SCHEDULE IV
|
||
By:
|
/s/ TODD THORNTON
|
|
Name: Todd Thornton
Title: Vice President
|
CALPINE CORPORATION
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
WILMINGTON TRUST COMPANY,
|
||
as Trustee
|
||
By:
|
/s/ PRITAL PATEL
|
|
Authorized Signatory
|
|
SCHEDULE I
|
Name of Guarantor
|
Deer Park Energy Center LLC
|
Deer Park Holdings, LLC
|
Metcalf Energy Center, LLC
|
Metcalf Holdings, LLC
|
|
SCHEDULE II
|
Name of Guarantor
|
Calpine Construction Management Company, Inc.
|
Calpine Mid-Atlantic Operating, LLC
|
Calpine Operating Services Company, Inc.
|
Calpine Power Services, Inc.
|
Thomassen Turbine Systems America, Inc.
|
Name of Guarantor
|
Anacapa Land Company, LLC
|
Anderson Springs Energy Company
|
Auburndale Peaker Energy Center, LLC
|
Aviation Funding Corp.
|
Baytown Energy Center, LLC
|
Bellingham Cogen, Inc.
|
CalGen Expansion Company, LLC
|
CalGen Finance Corp.
|
CalGen Project Equipment Finance Company Three, LLC
|
Calpine Administrative Services Company, Inc.
|
Calpine Auburndale Holdings, LLC
|
Calpine c*Power, Inc.
|
Calpine CalGen Holdings, Inc.
|
Calpine California Holdings, Inc.
|
Calpine Calistoga Holdings, LLC
|
Calpine CCFC Holdings, Inc.
|
Calpine Central Texas GP, Inc.
|
Calpine Central, Inc.
|
Calpine Central, L.P.
|
Calpine Central-Texas, Inc.
|
Calpine Cogeneration Corporation
|
Calpine Eastern Corporation
|
Calpine Edinburg, Inc.
|
Calpine Energy Management, L.P.
|
Calpine Energy Services Holdings, Inc.
|
Calpine Energy Services, L.P.
|
Calpine Fuels Corporation
|
Calpine Generating Company, LLC
|
Calpine Geysers Company, L.P.
|
Calpine Gilroy 1, Inc.
|
Name of Guarantor
|
Calpine Gilroy 2, Inc.
|
Calpine Global Services Company, Inc.
|
Calpine Hidalgo Energy Center, L.P.
|
Calpine Hidalgo Holdings, Inc.
|
Calpine Hidalgo, Inc.
|
Calpine Jupiter, LLC
|
Calpine Kennedy Operators, Inc.
|
Calpine KIA, Inc.
|
Calpine King City, Inc.
|
Calpine King City, LLC
|
Calpine Leasing Inc.
|
Calpine Long Island, Inc.
|
Calpine Magic Valley Pipeline, Inc.
|
Calpine MVP, Inc.
|
Calpine Newark, LLC
|
Calpine Northbrook Holdings Corporation
|
Calpine Northbrook Investors, LLC
|
Calpine Northbrook Project Holdings, LLC
|
Calpine Oneta Power, LLC
|
Calpine Operations Management Company, Inc.
|
Calpine Power Company
|
Calpine Power, Inc.
|
Calpine Power Management, Inc.
|
Calpine Power Management, LLC
|
Calpine PowerAmerica, Inc.
|
Calpine PowerAmerica, LLC
|
Calpine PowerAmerica-CA, LLC
|
Calpine PowerAmerica-CT, LLC
|
Calpine PowerAmerica-MA, LLC
|
Calpine PowerAmerica-ME, LLC
|
Calpine PowerAmerica-NH, LLC
|
Name of Guarantor
|
Calpine PowerAmerica-NY, LLC
|
Calpine PowerAmerica-OR, LLC
|
Calpine PowerAmerica-PA, LLC
|
Calpine PowerAmerica-RI, LLC
|
Calpine Project Holdings, Inc.
|
Calpine Pryor, Inc.
|
Calpine Rumford I, Inc.
|
Calpine Rumford, Inc.
|
Calpine Schuylkill, Inc.
|
Calpine Sonoran Pipeline, LLC
|
Calpine Stony Brook Operators, Inc.
|
Calpine Stony Brook, Inc.
|
Calpine Sumas, Inc.
|
Calpine TCCL Holdings, Inc.
|
Calpine Texas Pipeline GP, Inc.
|
Calpine Texas Pipeline LP, Inc.
|
Calpine Texas Pipeline, L.P.
|
Calpine Tiverton I, Inc.
|
Calpine Tiverton, Inc.
|
Calpine University Power, Inc.
|
Carville Energy LLC
|
CCFC Development Company, LLC
|
CES Marketing IX, LLC
|
CES Marketing V, L.P.
|
CES Marketing X, LLC
|
Channel Energy Center, LLC
|
Clear Lake Cogeneration Limited Partnership
|
Columbia Energy LLC
|
Corpus Christi Cogeneration, LLC
|
CPN 3rd Turbine, Inc.
|
CPN Acadia, Inc.
|
Name of Guarantor
|
CPN Cascade, Inc.
|
CPN Clear Lake, Inc.
|
CPN East Fuels, LLC
|
CPN Energy Services GP, Inc.
|
CPN Energy Services LP, Inc.
|
CPN Pipeline Company
|
CPN Pryor Funding Corporation
|
CPN Telephone Flat, Inc.
|
Decatur Energy Center, LLC
|
Delta Energy Center, LLC
|
East Altamont Energy Center, LLC
|
Fontana Energy Center, LLC
|
Freestone Power Generation, LLC
|
GEC Bethpage Inc.
|
Geysers Power Company, LLC
|
Geysers Power I Company
|
Hillabee Energy Center, LLC
|
Idlewild Fuel Management Corp.
|
JMC Bethpage, Inc.
|
Lone Oak Energy Center, LLC
|
Los Medanos Energy Center LLC
|
Magic Valley Pipeline, L.P.
|
Moapa Energy Center, LLC
|
Mobile Energy LLC
|
Modoc Power, Inc.
|
Morgan Energy Center, LLC
|
Northwest Cogeneration, Inc.
|
NTC Five, Inc.
|
Pastoria Energy Center, LLC
|
Pastoria Energy Facility, L.L.C.
|
Pine Bluff Energy, LLC
|
Name of Guarantor
|
RockGen Energy LLC
|
Rumford Power Associates Limited Partnership
|
San Joaquin Valley Energy Center, LLC
|
Santa Rosa Energy Center, LLC
|
Stony Brook Cogeneration, Inc.
|
Stony Brook Fuel Management Corp.
|
Sutter Dryers, Inc.
|
Texas City Cogeneration, LLC
|
Texas Cogeneration Five, Inc.
|
Texas Cogeneration One Company
|
Thermal Power Company
|
Tiverton Power Associates Limited Partnership
|
Wawayanda Energy Center, LLC
|
Zion Energy LLC
|
|
SCHEDULE IV
|
Name of Guarantor
|
Calpine Bethlehem, LLC
|
Calpine Mid-Atlantic Energy, LLC
|
Calpine Mid-Atlantic Generation, LLC
|
Calpine Mid-Atlantic Marketing, LLC
|
Calpine New Jersey Generation, LLC
|
Calpine Solar, LLC
|
Calpine Vineland Solar, LLC
|
New Development Holdings, LLC
|
ON BEHALF OF THE GUARANTEEING
|
||
SUBSIDIARIES LISTED ON SCHEDULE I
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
ON BEHALF OF THE EXISTING
|
||
GUARANTORS LISTED ON SCHEDULE II
|
||
By:
|
/s/ HETHER BENJAMIN-BROWN
|
|
Name: Hether Benjamin-Brown
Title: Vice President
|
ON BEHALF OF THE EXISTING
|
||
GUARANTORS LISTED ON SCHEDULE III
|
||
By:
|
/s/ W. THADDEUS MILLER
|
|
Name: W. Thaddeus Miller
Title: Corporate Secretary and Chief Legal Officer
|
ON BEHALF OF THE EXISTING
|
||
SUBSIDIARIES LISTED ON SCHEDULE IV
|
||
By:
|
/s/ TODD THORNTON
|
|
Name: Todd Thornton
Title: Vice President
|
CALPINE CORPORATION
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
WILMINGTON TRUST COMPANY,
|
||
as Trustee
|
||
By:
|
/s/ PRITAL PATEL
|
|
Authorized Signatory
|
|
SCHEDULE I
|
Name of Guarantor
|
Deer Park Energy Center LLC
|
Deer Park Holdings, LLC
|
Metcalf Energy Center, LLC
|
Metcalf Holdings, LLC
|
|
SCHEDULE II
|
Name of Guarantor
|
Calpine Construction Management Company, Inc.
|
Calpine Mid-Atlantic Operating, LLC
|
Calpine Operating Services Company, Inc.
|
Calpine Power Services, Inc.
|
Thomassen Turbine Systems America, Inc.
|
Name of Guarantor
|
Anacapa Land Company, LLC
|
Anderson Springs Energy Company
|
Auburndale Peaker Energy Center, LLC
|
Aviation Funding Corp.
|
Baytown Energy Center, LLC
|
Bellingham Cogen, Inc.
|
CalGen Expansion Company, LLC
|
CalGen Finance Corp.
|
CalGen Project Equipment Finance Company Three, LLC
|
Calpine Administrative Services Company, Inc.
|
Calpine Auburndale Holdings, LLC
|
Calpine c*Power, Inc.
|
Calpine CalGen Holdings, Inc.
|
Calpine California Holdings, Inc.
|
Calpine Calistoga Holdings, LLC
|
Calpine CCFC Holdings, Inc.
|
Calpine Central Texas GP, Inc.
|
Calpine Central, Inc.
|
Calpine Central, L.P.
|
Calpine Central-Texas, Inc.
|
Calpine Cogeneration Corporation
|
Calpine Eastern Corporation
|
Calpine Edinburg, Inc.
|
Calpine Energy Management, L.P.
|
Calpine Energy Services Holdings, Inc.
|
Calpine Energy Services, L.P.
|
Calpine Fuels Corporation
|
Calpine Generating Company, LLC
|
Calpine Geysers Company, L.P.
|
Calpine Gilroy 1, Inc.
|
Name of Guarantor
|
Calpine Gilroy 2, Inc.
|
Calpine Global Services Company, Inc.
|
Calpine Hidalgo Energy Center, L.P.
|
Calpine Hidalgo Holdings, Inc.
|
Calpine Hidalgo, Inc.
|
Calpine Jupiter, LLC
|
Calpine Kennedy Operators, Inc.
|
Calpine KIA, Inc.
|
Calpine King City, Inc.
|
Calpine King City, LLC
|
Calpine Leasing Inc.
|
Calpine Long Island, Inc.
|
Calpine Magic Valley Pipeline, Inc.
|
Calpine MVP, Inc.
|
Calpine Newark, LLC
|
Calpine Northbrook Holdings Corporation
|
Calpine Northbrook Investors, LLC
|
Calpine Northbrook Project Holdings, LLC
|
Calpine Oneta Power, LLC
|
Calpine Operations Management Company, Inc.
|
Calpine Power Company
|
Calpine Power, Inc.
|
Calpine Power Management, Inc.
|
Calpine Power Management, LLC
|
Calpine PowerAmerica, Inc.
|
Calpine PowerAmerica, LLC
|
Calpine PowerAmerica-CA, LLC
|
Calpine PowerAmerica-CT, LLC
|
Calpine PowerAmerica-MA, LLC
|
Calpine PowerAmerica-ME, LLC
|
Calpine PowerAmerica-NH, LLC
|
Name of Guarantor
|
Calpine PowerAmerica-NY, LLC
|
Calpine PowerAmerica-OR, LLC
|
Calpine PowerAmerica-PA, LLC
|
Calpine PowerAmerica-RI, LLC
|
Calpine Project Holdings, Inc.
|
Calpine Pryor, Inc.
|
Calpine Rumford I, Inc.
|
Calpine Rumford, Inc.
|
Calpine Schuylkill, Inc.
|
Calpine Sonoran Pipeline, LLC
|
Calpine Stony Brook Operators, Inc.
|
Calpine Stony Brook, Inc.
|
Calpine Sumas, Inc.
|
Calpine TCCL Holdings, Inc.
|
Calpine Texas Pipeline GP, Inc.
|
Calpine Texas Pipeline LP, Inc.
|
Calpine Texas Pipeline, L.P.
|
Calpine Tiverton I, Inc.
|
Calpine Tiverton, Inc.
|
Calpine University Power, Inc.
|
Carville Energy LLC
|
CCFC Development Company, LLC
|
CES Marketing IX, LLC
|
CES Marketing V, L.P.
|
CES Marketing X, LLC
|
Channel Energy Center, LLC
|
Clear Lake Cogeneration Limited Partnership
|
Columbia Energy LLC
|
Corpus Christi Cogeneration, LLC
|
CPN 3rd Turbine, Inc.
|
CPN Acadia, Inc.
|
Name of Guarantor
|
CPN Cascade, Inc.
|
CPN Clear Lake, Inc.
|
CPN East Fuels, LLC
|
CPN Energy Services GP, Inc.
|
CPN Energy Services LP, Inc.
|
CPN Pipeline Company
|
CPN Pryor Funding Corporation
|
CPN Telephone Flat, Inc.
|
Decatur Energy Center, LLC
|
Delta Energy Center, LLC
|
East Altamont Energy Center, LLC
|
Fontana Energy Center, LLC
|
Freestone Power Generation, LLC
|
GEC Bethpage Inc.
|
Geysers Power Company, LLC
|
Geysers Power I Company
|
Hillabee Energy Center, LLC
|
Idlewild Fuel Management Corp.
|
JMC Bethpage, Inc.
|
Lone Oak Energy Center, LLC
|
Los Medanos Energy Center LLC
|
Magic Valley Pipeline, L.P.
|
Moapa Energy Center, LLC
|
Mobile Energy LLC
|
Modoc Power, Inc.
|
Morgan Energy Center, LLC
|
Northwest Cogeneration, Inc.
|
NTC Five, Inc.
|
Pastoria Energy Center, LLC
|
Pastoria Energy Facility, L.L.C.
|
Pine Bluff Energy, LLC
|
Name of Guarantor
|
RockGen Energy LLC
|
Rumford Power Associates Limited Partnership
|
San Joaquin Valley Energy Center, LLC
|
Santa Rosa Energy Center, LLC
|
Stony Brook Cogeneration, Inc.
|
Stony Brook Fuel Management Corp.
|
Sutter Dryers, Inc.
|
Texas City Cogeneration, LLC
|
Texas Cogeneration Five, Inc.
|
Texas Cogeneration One Company
|
Thermal Power Company
|
Tiverton Power Associates Limited Partnership
|
Wawayanda Energy Center, LLC
|
Zion Energy LLC
|
|
SCHEDULE IV
|
Name of Guarantor
|
Calpine Bethlehem, LLC
|
Calpine Mid-Atlantic Energy, LLC
|
Calpine Mid-Atlantic Generation, LLC
|
Calpine Mid-Atlantic Marketing, LLC
|
Calpine New Jersey Generation, LLC
|
Calpine Solar, LLC
|
Calpine Vineland Solar, LLC
|
New Development Holdings, LLC
|
ON BEHALF OF THE GUARANTEEING
|
||
SUBSIDIARIES LISTED ON SCHEDULE I
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
ON BEHALF OF THE EXISTING
|
||
GUARANTORS LISTED ON SCHEDULE II
|
||
By:
|
/s/ HETHER BENJAMIN-BROWN
|
|
Name: Hether Benjamin-Brown
Title: Vice President
|
ON BEHALF OF THE EXISTING
|
||
GUARANTORS LISTED ON SCHEDULE III
|
||
By:
|
/s/ W. THADDEUS MILLER
|
|
Name: W. Thaddeus Miller
Title: Corporate Secretary and Chief Legal Officer
|
ON BEHALF OF THE EXISTING
|
||
SUBSIDIARIES LISTED ON SCHEDULE IV
|
||
By:
|
/s/ TODD THORNTON
|
|
Name: Todd Thornton
Title: Vice President
|
CALPINE CORPORATION
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
WILMINGTON TRUST COMPANY,
|
||
as Trustee
|
||
By:
|
/s/ PRITAL PATEL
|
|
Authorized Signatory
|
|
SCHEDULE I
|
Name of Guarantor
|
Deer Park Energy Center LLC
|
Deer Park Holdings, LLC
|
Metcalf Energy Center, LLC
|
Metcalf Holdings, LLC
|
|
SCHEDULE II
|
Name of Guarantor
|
Calpine Construction Management Company, Inc.
|
Calpine Mid-Atlantic Operating, LLC
|
Calpine Operating Services Company, Inc.
|
Calpine Power Services, Inc.
|
Thomassen Turbine Systems America, Inc.
|
Name of Guarantor
|
Anacapa Land Company, LLC
|
Anderson Springs Energy Company
|
Auburndale Peaker Energy Center, LLC
|
Aviation Funding Corp.
|
Baytown Energy Center, LLC
|
Bellingham Cogen, Inc.
|
CalGen Expansion Company, LLC
|
CalGen Finance Corp.
|
CalGen Project Equipment Finance Company Three, LLC
|
Calpine Administrative Services Company, Inc.
|
Calpine Auburndale Holdings, LLC
|
Calpine c*Power, Inc.
|
Calpine CalGen Holdings, Inc.
|
Calpine California Holdings, Inc.
|
Calpine Calistoga Holdings, LLC
|
Calpine CCFC Holdings, Inc.
|
Calpine Central Texas GP, Inc.
|
Calpine Central, Inc.
|
Calpine Central, L.P.
|
Calpine Central-Texas, Inc.
|
Calpine Cogeneration Corporation
|
Calpine Eastern Corporation
|
Calpine Edinburg, Inc.
|
Calpine Energy Management, L.P.
|
Calpine Energy Services Holdings, Inc.
|
Calpine Energy Services, L.P.
|
Calpine Fuels Corporation
|
Calpine Generating Company, LLC
|
Calpine Geysers Company, L.P.
|
Calpine Gilroy 1, Inc.
|
Name of Guarantor
|
Calpine Gilroy 2, Inc.
|
Calpine Global Services Company, Inc.
|
Calpine Hidalgo Energy Center, L.P.
|
Calpine Hidalgo Holdings, Inc.
|
Calpine Hidalgo, Inc.
|
Calpine Jupiter, LLC
|
Calpine Kennedy Operators, Inc.
|
Calpine KIA, Inc.
|
Calpine King City, Inc.
|
Calpine King City, LLC
|
Calpine Leasing Inc.
|
Calpine Long Island, Inc.
|
Calpine Magic Valley Pipeline, Inc.
|
Calpine MVP, Inc.
|
Calpine Newark, LLC
|
Calpine Northbrook Holdings Corporation
|
Calpine Northbrook Investors, LLC
|
Calpine Northbrook Project Holdings, LLC
|
Calpine Oneta Power, LLC
|
Calpine Operations Management Company, Inc.
|
Calpine Power Company
|
Calpine Power, Inc.
|
Calpine Power Management, Inc.
|
Calpine Power Management, LLC
|
Calpine PowerAmerica, Inc.
|
Calpine PowerAmerica, LLC
|
Calpine PowerAmerica-CA, LLC
|
Calpine PowerAmerica-CT, LLC
|
Calpine PowerAmerica-MA, LLC
|
Calpine PowerAmerica-ME, LLC
|
Calpine PowerAmerica-NH, LLC
|
Name of Guarantor
|
Calpine PowerAmerica-NY, LLC
|
Calpine PowerAmerica-OR, LLC
|
Calpine PowerAmerica-PA, LLC
|
Calpine PowerAmerica-RI, LLC
|
Calpine Project Holdings, Inc.
|
Calpine Pryor, Inc.
|
Calpine Rumford I, Inc.
|
Calpine Rumford, Inc.
|
Calpine Schuylkill, Inc.
|
Calpine Sonoran Pipeline, LLC
|
Calpine Stony Brook Operators, Inc.
|
Calpine Stony Brook, Inc.
|
Calpine Sumas, Inc.
|
Calpine TCCL Holdings, Inc.
|
Calpine Texas Pipeline GP, Inc.
|
Calpine Texas Pipeline LP, Inc.
|
Calpine Texas Pipeline, L.P.
|
Calpine Tiverton I, Inc.
|
Calpine Tiverton, Inc.
|
Calpine University Power, Inc.
|
Carville Energy LLC
|
CCFC Development Company, LLC
|
CES Marketing IX, LLC
|
CES Marketing V, L.P.
|
CES Marketing X, LLC
|
Channel Energy Center, LLC
|
Clear Lake Cogeneration Limited Partnership
|
Columbia Energy LLC
|
Corpus Christi Cogeneration, LLC
|
CPN 3rd Turbine, Inc.
|
CPN Acadia, Inc.
|
Name of Guarantor
|
CPN Cascade, Inc.
|
CPN Clear Lake, Inc.
|
CPN East Fuels, LLC
|
CPN Energy Services GP, Inc.
|
CPN Energy Services LP, Inc.
|
CPN Pipeline Company
|
CPN Pryor Funding Corporation
|
CPN Telephone Flat, Inc.
|
Decatur Energy Center, LLC
|
Delta Energy Center, LLC
|
East Altamont Energy Center, LLC
|
Fontana Energy Center, LLC
|
Freestone Power Generation, LLC
|
GEC Bethpage Inc.
|
Geysers Power Company, LLC
|
Geysers Power I Company
|
Hillabee Energy Center, LLC
|
Idlewild Fuel Management Corp.
|
JMC Bethpage, Inc.
|
Lone Oak Energy Center, LLC
|
Los Medanos Energy Center LLC
|
Magic Valley Pipeline, L.P.
|
Moapa Energy Center, LLC
|
Mobile Energy LLC
|
Modoc Power, Inc.
|
Morgan Energy Center, LLC
|
Northwest Cogeneration, Inc.
|
NTC Five, Inc.
|
Pastoria Energy Center, LLC
|
Pastoria Energy Facility, L.L.C.
|
Pine Bluff Energy, LLC
|
Name of Guarantor
|
RockGen Energy LLC
|
Rumford Power Associates Limited Partnership
|
San Joaquin Valley Energy Center, LLC
|
Santa Rosa Energy Center, LLC
|
Stony Brook Cogeneration, Inc.
|
Stony Brook Fuel Management Corp.
|
Sutter Dryers, Inc.
|
Texas City Cogeneration, LLC
|
Texas Cogeneration Five, Inc.
|
Texas Cogeneration One Company
|
Thermal Power Company
|
Tiverton Power Associates Limited Partnership
|
Wawayanda Energy Center, LLC
|
Zion Energy LLC
|
|
SCHEDULE IV
|
Name of Guarantor
|
Calpine Bethlehem, LLC
|
Calpine Mid-Atlantic Energy, LLC
|
Calpine Mid-Atlantic Generation, LLC
|
Calpine Mid-Atlantic Marketing, LLC
|
Calpine New Jersey Generation, LLC
|
Calpine Solar, LLC
|
Calpine Vineland Solar, LLC
|
New Development Holdings, LLC
|
ON BEHALF OF THE GUARANTEEING
|
||
SUBSIDIARIES LISTED ON SCHEDULE I
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
ON BEHALF OF THE EXISTING
|
||
GUARANTORS LISTED ON SCHEDULE II
|
||
By:
|
/s/ HETHER BENJAMIN-BROWN
|
|
Name: Hether Benjamin-Brown
Title: Vice President
|
ON BEHALF OF THE EXISTING
|
||
GUARANTORS LISTED ON SCHEDULE III
|
||
By:
|
/s/ W. THADDEUS MILLER
|
|
Name: W. Thaddeus Miller
Title: Corporate Secretary and Chief Legal Officer
|
ON BEHALF OF THE EXISTING
|
||
SUBSIDIARIES LISTED ON SCHEDULE IV
|
||
By:
|
/s/ TODD THORNTON
|
|
Name: Todd Thornton
Title: Vice President
|
CALPINE CORPORATION
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
WILMINGTON TRUST COMPANY,
|
||
as Trustee
|
||
By:
|
/s/ PRITAL PATEL
|
|
Authorized Signatory
|
|
SCHEDULE I
|
Name of Guarantor
|
Deer Park Energy Center LLC
|
Deer Park Holdings, LLC
|
Metcalf Energy Center, LLC
|
Metcalf Holdings, LLC
|
|
SCHEDULE II
|
Name of Guarantor
|
Calpine Construction Management Company, Inc.
|
Calpine Mid-Atlantic Operating, LLC
|
Calpine Operating Services Company, Inc.
|
Calpine Power Services, Inc.
|
Thomassen Turbine Systems America, Inc.
|
Name of Guarantor
|
Anacapa Land Company, LLC
|
Anderson Springs Energy Company
|
Auburndale Peaker Energy Center, LLC
|
Aviation Funding Corp.
|
Baytown Energy Center, LLC
|
Bellingham Cogen, Inc.
|
CalGen Expansion Company, LLC
|
CalGen Finance Corp.
|
CalGen Project Equipment Finance Company Three, LLC
|
Calpine Administrative Services Company, Inc.
|
Calpine Auburndale Holdings, LLC
|
Calpine c*Power, Inc.
|
Calpine CalGen Holdings, Inc.
|
Calpine California Holdings, Inc.
|
Calpine Calistoga Holdings, LLC
|
Calpine CCFC Holdings, Inc.
|
Calpine Central Texas GP, Inc.
|
Calpine Central, Inc.
|
Calpine Central, L.P.
|
Calpine Central-Texas, Inc.
|
Calpine Cogeneration Corporation
|
Calpine Eastern Corporation
|
Calpine Edinburg, Inc.
|
Calpine Energy Management, L.P.
|
Calpine Energy Services Holdings, Inc.
|
Calpine Energy Services, L.P.
|
Calpine Fuels Corporation
|
Calpine Generating Company, LLC
|
Calpine Geysers Company, L.P.
|
Calpine Gilroy 1, Inc.
|
Name of Guarantor
|
Calpine Gilroy 2, Inc.
|
Calpine Global Services Company, Inc.
|
Calpine Hidalgo Energy Center, L.P.
|
Calpine Hidalgo Holdings, Inc.
|
Calpine Hidalgo, Inc.
|
Calpine Jupiter, LLC
|
Calpine Kennedy Operators, Inc.
|
Calpine KIA, Inc.
|
Calpine King City, Inc.
|
Calpine King City, LLC
|
Calpine Leasing Inc.
|
Calpine Long Island, Inc.
|
Calpine Magic Valley Pipeline, Inc.
|
Calpine MVP, Inc.
|
Calpine Newark, LLC
|
Calpine Northbrook Holdings Corporation
|
Calpine Northbrook Investors, LLC
|
Calpine Northbrook Project Holdings, LLC
|
Calpine Oneta Power, LLC
|
Calpine Operations Management Company, Inc.
|
Calpine Power Company
|
Calpine Power, Inc.
|
Calpine Power Management, Inc.
|
Calpine Power Management, LLC
|
Calpine PowerAmerica, Inc.
|
Calpine PowerAmerica, LLC
|
Calpine PowerAmerica-CA, LLC
|
Calpine PowerAmerica-CT, LLC
|
Calpine PowerAmerica-MA, LLC
|
Calpine PowerAmerica-ME, LLC
|
Calpine PowerAmerica-NH, LLC
|
Name of Guarantor
|
Calpine PowerAmerica-NY, LLC
|
Calpine PowerAmerica-OR, LLC
|
Calpine PowerAmerica-PA, LLC
|
Calpine PowerAmerica-RI, LLC
|
Calpine Project Holdings, Inc.
|
Calpine Pryor, Inc.
|
Calpine Rumford I, Inc.
|
Calpine Rumford, Inc.
|
Calpine Schuylkill, Inc.
|
Calpine Sonoran Pipeline, LLC
|
Calpine Stony Brook Operators, Inc.
|
Calpine Stony Brook, Inc.
|
Calpine Sumas, Inc.
|
Calpine TCCL Holdings, Inc.
|
Calpine Texas Pipeline GP, Inc.
|
Calpine Texas Pipeline LP, Inc.
|
Calpine Texas Pipeline, L.P.
|
Calpine Tiverton I, Inc.
|
Calpine Tiverton, Inc.
|
Calpine University Power, Inc.
|
Carville Energy LLC
|
CCFC Development Company, LLC
|
CES Marketing IX, LLC
|
CES Marketing V, L.P.
|
CES Marketing X, LLC
|
Channel Energy Center, LLC
|
Clear Lake Cogeneration Limited Partnership
|
Columbia Energy LLC
|
Corpus Christi Cogeneration, LLC
|
CPN 3rd Turbine, Inc.
|
CPN Acadia, Inc.
|
Name of Guarantor
|
CPN Cascade, Inc.
|
CPN Clear Lake, Inc.
|
CPN East Fuels, LLC
|
CPN Energy Services GP, Inc.
|
CPN Energy Services LP, Inc.
|
CPN Pipeline Company
|
CPN Pryor Funding Corporation
|
CPN Telephone Flat, Inc.
|
Decatur Energy Center, LLC
|
Delta Energy Center, LLC
|
East Altamont Energy Center, LLC
|
Fontana Energy Center, LLC
|
Freestone Power Generation, LLC
|
GEC Bethpage Inc.
|
Geysers Power Company, LLC
|
Geysers Power I Company
|
Hillabee Energy Center, LLC
|
Idlewild Fuel Management Corp.
|
JMC Bethpage, Inc.
|
Lone Oak Energy Center, LLC
|
Los Medanos Energy Center LLC
|
Magic Valley Pipeline, L.P.
|
Moapa Energy Center, LLC
|
Mobile Energy LLC
|
Modoc Power, Inc.
|
Morgan Energy Center, LLC
|
Northwest Cogeneration, Inc.
|
NTC Five, Inc.
|
Pastoria Energy Center, LLC
|
Pastoria Energy Facility, L.L.C.
|
Pine Bluff Energy, LLC
|
Name of Guarantor
|
RockGen Energy LLC
|
Rumford Power Associates Limited Partnership
|
San Joaquin Valley Energy Center, LLC
|
Santa Rosa Energy Center, LLC
|
Stony Brook Cogeneration, Inc.
|
Stony Brook Fuel Management Corp.
|
Sutter Dryers, Inc.
|
Texas City Cogeneration, LLC
|
Texas Cogeneration Five, Inc.
|
Texas Cogeneration One Company
|
Thermal Power Company
|
Tiverton Power Associates Limited Partnership
|
Wawayanda Energy Center, LLC
|
Zion Energy LLC
|
|
SCHEDULE IV
|
Name of Guarantor
|
Calpine Bethlehem, LLC
|
Calpine Mid-Atlantic Energy, LLC
|
Calpine Mid-Atlantic Generation, LLC
|
Calpine Mid-Atlantic Marketing, LLC
|
Calpine New Jersey Generation, LLC
|
Calpine Solar, LLC
|
Calpine Vineland Solar, LLC
|
New Development Holdings, LLC
|
Page
|
||
SECTION 1. Defined Terms
|
4
|
|
1.1
|
Defined Terms
|
4
|
1.2
|
Other Definitional Provisions
|
10
|
SECTION 2. Guarantee
|
10
|
|
2.1
|
Guarantee
|
10
|
2.2
|
Right of Contribution
|
11
|
2.3
|
No Subrogation
|
12
|
2.4
|
Amendments, etc. with respect to the Guaranteed Obligations
|
12
|
2.5
|
Guarantee Absolute and Unconditional
|
12
|
2.6
|
Reinstatement
|
13
|
2.7
|
Payments
|
13
|
SECTION 3. Grant of Security Interest
|
14
|
|
SECTION 4. Representations and Warranties
|
15
|
|
4.1
|
Title; No Other Liens
|
15
|
4.2
|
Perfected First Priority Liens
|
16
|
4.3
|
Jurisdiction of Organization; Chief Executive Office
|
16
|
4.4
|
Farm Products
|
16
|
4.5
|
Investment Property
|
16
|
4.6
|
Receivables
|
17
|
4.7
|
Intellectual Property
|
17
|
4.8
|
Commercial Tort Claims
|
17
|
SECTION 5. Covenants
|
17
|
|
5.1
|
Delivery of Instruments, Certificated Securities and Chattel Paper
|
18
|
5.2
|
Maintenance of Insurance
|
18
|
5.3
|
Maintenance of Perfected Security Interest; Further Documentation
|
18
|
5.4
|
Changes in Name, etc.
|
19
|
5.5
|
Notices
|
19
|
5.6
|
Investment Property
|
19
|
5.7
|
Intellectual Property
|
20
|
5.8
|
Commercial Tort Claims
|
21
|
SECTION 6. Remedial Provisions
|
22
|
|
6.1
|
Certain Matters Relating to Receivables
|
22
|
6.2
|
Communications with Obligors; Grantors Remain Liable
|
22
|
6.3
|
Pledged Stock
|
23
|
6.4
|
Proceeds to be Turned Over To Collateral Agent
|
24
|
6.5
|
Application of Proceeds
|
24
|
6.6
|
Code and Other Remedies
|
25
|
6.7
|
Registration Rights
|
25
|
6.8
|
Subordination
|
26
|
6.9
|
Deficiency
|
26
|
6.10
|
Intercreditor Agreement
|
26
|
SECTION 7. The Collateral Agent
|
26
|
|
7.1
|
Collateral Agent’s Appointment as Attorney-in-Fact, etc.
|
26
|
7.2
|
Duty of Collateral Agent
|
28
|
7.3
|
Execution of Financing Statements
|
28
|
7.4
|
Authority of Collateral Agent
|
29
|
7.5
|
Intercreditor Agreement
|
29
|
SECTION 8. Miscellaneous
|
||
8.1
|
Amendments in Writing
|
29
|
8.2
|
Notices
|
29
|
8.3
|
No Waiver by Course of Conduct; Cumulative Remedies
|
29
|
8.4
|
Enforcement Expenses; Indemnification
|
30
|
8.5
|
Successors and Assigns
|
30
|
8.6
|
Set-Off; Limitation on Individual Actions
|
30
|
8.7
|
Counterparts
|
31
|
8.8
|
Severability
|
31
|
8.9
|
Section Headings
|
32
|
8.10
|
Integration
|
32
|
8.11
|
GOVERNING LAW
|
32
|
8.12
|
Submission To Jurisdiction; Waivers
|
32
|
8.13
|
Acknowledgements
|
33
|
8.14
|
Additional Grantors; Release of Guarantors; Releases of Collateral;
|
34
|
8.15
|
WAIVER OF JURY TRIAL
|
35
|
8.16
|
Amendment and Restatement
|
35
|
8.17
|
Reaffirmation and Grant of Security Interest
|
35
|
SCHEDULES
|
||
Schedule 1
|
—
|
Notice Address
|
Schedule 2
|
—
|
Investment Property
|
Schedule 3
|
—
|
Perfection Matters
|
Schedule 4
|
—
|
Jurisdictions of Organizational and Chief Executive Offices
|
Schedule 5
|
—
|
Intellectual Property
|
CALPINE CORPORATION
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
CPN ENERGY SERVICES GP, INC., AS THE
|
||
GENERAL PARTNER OF CALPINE
|
||
PRODUCER SERVICES, L.P.
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
CALPINE HIDALGO, INC., AS THE
|
||
GENERAL PARTNER OF CALPINE
|
||
HIDALGO ENERGY CENTER, L.P.
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
CALPINE POWER MANAGEMENT, INC.,
|
||
AS THE GENERAL PARTNER OF CALPINE
|
||
POWER MANAGEMENT, LP
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
CALPINE POWERAMERICA, INC., AS THE
|
||
GENERAL PARTNER OF CALPINE
|
||
POWERAMERICA, LP
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
CPN CLEAR LAKE, INC., AS THE
|
||
GENERAL PARTNER OF CLEAR LAKE
|
||
COGENERATION LIMITED PARTNERSHIP
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
CALPINE FREESTONE, LLC, AS THE
|
||
GENERAL PARTNER OF FREESTONE
|
||
POWER GENERATION, LP
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
TEXAS COGENERATION ONE COMPANY,
|
||
AS THE GENERAL PARTNER OF TEXAS
|
||
CITY COGENERATION, L.P.
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
THE GUARANTORS SET FORTH ON
|
||
ANNEX I TO THIS SIGNATURE PAGE:
|
||
By:
|
/s/ ZAMIR RAUF
|
|
Name: Zamir Rauf
Title: Chief Financial Officer
|
THE GUARANTORS SET FORTH ON
|
||
ANNEX II TO THIS SIGNATURE PAGE:
|
||
By:
|
/s/ HETHER BENJAMIN-BROWN
|
|
Name: Hether Benjamin-Brown
Title: Vice President
|
|
Accepted and Agreed to:
|
GOLDMAN SACHS CREDIT PARTNERS
|
||
L.P., as Collateral Agent
|
||
By:
|
/s/ DOUGLAS TANSEY
|
|
Name: Douglas Tansey
Title: Authorized Signatory
|
Name of Guarantor
|
Anacapa Land Company, LLC
|
Anderson Springs Energy Company
|
Auburndale Peaker Energy Center, LLC
|
Aviation Funding Corp.
|
Baytown Energy Center, LP
|
Bellingham Cogen, Inc.
|
Bethpage Fuel Management Inc.
|
CalGen Expansion Company, LLC
|
CalGen Finance Corp.
|
CalGen Project Equipment Finance Company One, LLC
|
CalGen Project Equipment Finance Company Three, LLC
|
CalGen Project Equipment Finance Company Two, LLC
|
Calpine Administrative Services Company, Inc.
|
Calpine Auburndale Holdings, LLC
|
Calpine Baytown Energy Center GP, LLC
|
Calpine Baytown Energy Center LP, LLC
|
Calpine c*Power, Inc.
|
Calpine CalGen Holdings, Inc.
|
Calpine California Holdings, Inc.
|
Calpine Calistoga Holdings, LLC
|
Calpine CCFC Holdings, Inc.
|
Calpine Central Texas GP, Inc.
|
Calpine Central, Inc.
|
Calpine Central, L.P.
|
Calpine Central-Texas, Inc.
|
Calpine Channel Energy Center GP, LLC
|
Calpine Channel Energy Center LP, LLC
|
Calpine Cogeneration Corporation
|
Calpine Eastern Corporation
|
Calpine Edinburg, Inc.
|
Name of Guarantor |
Calpine Energy Management, L.P.
|
Calpine Energy Services Holdings, Inc.
|
Calpine Energy Services, L.P.
|
Calpine Freestone, LLC
|
Calpine Fuels Corporation
|
Calpine Generating Company, LLC
|
Calpine Geysers Company, L.P.
|
Calpine Gilroy 1, Inc.
|
Calpine Gilroy 2, Inc.
|
Calpine Global Services Company, Inc.
|
Calpine Hidalgo Holdings, Inc.
|
Calpine Hidalgo, Inc.
|
Calpine Jupiter, LLC
|
Calpine Kennedy Airport, Inc.
|
Calpine Kennedy Operators, Inc.
|
Calpine KIA, Inc.
|
Calpine King City, Inc.
|
Calpine King City, LLC
|
Calpine Leasing Inc.
|
Calpine Long Island, Inc.
|
Calpine Magic Valley Pipeline, Inc.
|
Calpine MVP, Inc.
|
Calpine Newark, LLC
|
Calpine Northbrook Corporation of Maine, Inc.
|
Calpine Northbrook Holdings Corporation
|
Calpine Northbrook Investors, LLC
|
Calpine Northbrook Project Holdings, LLC
|
Calpine Northbrook Southcoast Investors, LLC
|
Calpine Oneta Power I, LLC
|
Calpine Oneta Power II, LLC
|
Calpine Oneta Power, L.P.
|
Name of Guarantor |
Calpine Operations Management Company, Inc.
|
Calpine Power Company
|
Calpine Power Management, Inc.
|
Calpine Power, Inc.
|
Calpine PowerAmerica, Inc.
|
Calpine PowerAmerica - CA, LLC
|
Calpine PowerAmerica-CT, LLC
|
Calpine PowerAmerica - MA, LLC
|
Calpine PowerAmerica - ME, LLC
|
Calpine PowerAmerica-NH, LLC
|
Calpine PowerAmerica-NY, LLC
|
Calpine PowerAmerica - OR, LLC
|
Calpine PowerAmerica - PA, LLC
|
Calpine PowerAmerica-RI, LLC
|
Calpine Project Holdings, Inc.
|
Calpine Pryor, Inc.
|
Calpine Rumford I, Inc.
|
Calpine Rumford, Inc.
|
Calpine Schuylkill, Inc.
|
Calpine Sonoran Pipeline, LLC
|
Calpine Stony Brook Operators, Inc.
|
Calpine Stony Brook, Inc.
|
Calpine Sumas, Inc.
|
Calpine TCCL Holdings, Inc.
|
Calpine Texas Pipeline GP, Inc.
|
Calpine Texas Pipeline LP, Inc.
|
Calpine Texas Pipeline, L.P.
|
Calpine Tiverton I, Inc.
|
Calpine Tiverton, Inc.
|
Calpine University Power, Inc.
|
Carville Energy LLC
|
Name of Guarantor
|
CCFC Development Company, LLC
|
CCFC Project Equipment Finance Company One, LLC
|
CES Marketing IX, LLC
|
CES Marketing V, L.P.
|
CES Marketing X, LLC
|
Channel Energy Center, LP
|
Columbia Energy LLC
|
Corpus Christi Cogeneration LP
|
CPN 3rd Turbine, Inc.
|
CPN Acadia, Inc.
|
CPN Cascade, Inc.
|
CPN Clear Lake, Inc.
|
CPN Decatur Pipeline, Inc.
|
CPN East Fuels, LLC
|
CPN Energy Services GP, Inc.
|
CPN Energy Services LP, Inc.
|
CPN Freestone, LLC
|
CPN Funding, Inc.
|
CPN Morris, Inc.
|
CPN Pipeline Company
|
CPN Pryor Funding Corporation
|
CPN Telephone Flat, Inc.
|
Decatur Energy Center, LLC
|
Delta Energy Center, LLC
|
East Altamont Energy Center, LLC
|
Fontana Energy Center, LLC
|
GEC Bethpage Inc.
|
Geysers Power Company, LLC
|
Geysers Power I Company
|
Hillabee Energy Center, LLC
|
Idlewild Fuel Management Corp.
|
Name of Guarantor
|
JMC Bethpage, Inc.
|
Lone Oak Energy Center, LLC
|
Los Medanos Energy Center LLC
|
Magic Valley Pipeline, L.P.
|
Moapa Energy Center, LLC
|
Mobile Energy L L C
|
Modoc Power, Inc.
|
Morgan Energy Center, LLC
|
Northwest Cogeneration, Inc.
|
NTC Five, Inc.
|
Nueces Bay Energy LLC
|
Pastoria Energy Center, LLC
|
Pastoria Energy Facility L.L.C.
|
Pine Bluff Energy, LLC
|
RockGen Energy LLC
|
Rumford Power Associates Limited Partnership
|
San Joaquin Valley Energy Center, LLC
|
Santa Rosa Energy Center, LLC
|
Stony Brook Cogeneration Inc.
|
Stony Brook Fuel Management Corp.
|
Sutter Dryers, Inc.
|
Texas Cogeneration Five, Inc.
|
Texas Cogeneration One Company
|
Thermal Power Company
|
Tiverton Power Associates Limited Partnership
|
Wawayanda Energy Center, LLC
|
Whatcom Cogeneration Partners, L.P.
|
Zion Energy LLC
|
Name of Guarantor
|
Calpine Construction Management Company, Inc.
|
Calpine Power Services, Inc.
|
Thomassen Turbine Systems America, Inc.
|
Calpine Operating Services Company, Inc.
|
Notices to all Guarantors shall be mailed to the following address:
|
|
Calpine Corporation
717 Texas Avenue
Suite 1000
Houston, TX 77002
Attention: Chief Legal Officer
Telecopier No.: 832-325-4508
|
|
with copies (which shall not constitute notice) to:
|
|
717 Texas Avenue
Suite 1000
Houston, TX 77002
Attention: Associate General Counsel
Telecopier No.: 713-830-8751
|
Grantor
|
Issuer
|
Class of Stock
|
Stock Certificate No.
|
No. of Shares
|
Anderson Springs Energy Company
|
Thermal Power Company
|
Common Stock
|
6
|
4,787,586
|
Aviation Funding Corp
|
KIAC Partners
|
Partnership Interest
|
No Certificate Issued
[n]
|
50%
|
Bellingham Cogen, Inc.
|
Whatcom Cogeneration Partners, L.P.
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
25%
|
CalGen Expansion Company, LLC
|
CalGen Project Equipment Finance Company One, LLC
|
LLC Membership Interest
|
3
[y]
|
100%
|
CalGen Expansion Company, LLC
|
CalGen Project Equipment Finance Company Two, LLC
|
LLC Membership Interest
|
2
[y]
|
100%
|
CalGen Expansion Company, LLC
|
CalGen Project Equipment Finance Company Three, LLC
|
LLC Membership Interest
|
3
[y]
|
100%
|
CalGen Expansion Company, LLC
|
Calpine Baytown Energy Center GP, LLC
|
LLC Membership Interest
|
1
[y]
|
100%
|
CalGen Expansion Company, LLC
|
Calpine Baytown Energy Center LP, LLC
|
LLC Membership Interest
|
2
[y]
|
100%
|
CalGen Expansion Company, LLC
|
Calpine Channel Energy Center GP, LLC
|
LLC Membership Interest
|
2
[y]
|
100%
|
CalGen Expansion Company, LLC
|
Calpine Channel Energy Center LP, LLC
|
LLC Membership Interest
|
2
[y]
|
100%
|
CalGen Expansion Company, LLC
|
Calpine Freestone, LLC
|
LLC Membership Interest
|
1
[y]
|
100%
|
CalGen Expansion Company, LLC
|
Calpine Northbrook Southcoast Investors, LLC
|
LLC Membership Interest
|
1
[y]
|
100%
|
CalGen Expansion Company, LLC
|
Calpine Oneta Power I, LLC
|
LLC Membership Interest
|
2
[y]
|
100%
|
CalGen Expansion Company, LLC
|
Calpine Oneta Power II, LLC
|
LLC Membership Interest
|
2
[y]
|
100%
|
CalGen Expansion Company, LLC
|
Carville Energy LLC
|
LLC Membership Interest
|
2
[y]
|
100%
|
CalGen Expansion Company, LLC
|
Columbia Energy LLC
|
LLC Membership Interest
|
1
[y]
|
100%
|
CalGen Expansion Company, LLC
|
CPN Freestone, LLC
|
LLC Membership Interest
|
1
[y]
|
100%
|
CalGen Expansion Company, LLC
|
Decatur Energy Center, LLC
|
LLC Membership Interest
|
2
[y]
|
100%
|
CalGen Expansion Company, LLC
|
Delta Energy Center, LLC
|
LLC Membership Interest
|
5
[y]
|
100%
|
CalGen Expansion Company, LLC
|
Los Medanos Energy Center LLC
|
LLC Membership Interest
|
2
[y]
|
100%
|
CalGen Expansion Company, LLC
|
Morgan Energy Center, LLC
|
LLC Membership Interest
|
2
[y]
|
100%
|
CalGen Expansion Company, LLC
|
Nueces Bay Energy LLC
|
LLC Membership Interest
|
1
[y]
|
100%
|
CalGen Expansion Company, LLC
|
Zion Energy LLC
|
LLC Membership Interest
|
1
[y]
|
100%
|
Calpine Administrative Services Company, Inc.
|
Calpine c*Power, Inc.
|
Common Stock
|
2
|
1,000
|
Calpine Auburndale Holdings, LLC
|
Auburndale Peaker Energy Center, LLC
|
LLC Membership Interest
|
3
y
|
100%
|
Calpine Baytown Energy Center GP, LLC
|
Baytown Energy Center, LP
|
Limited Partnership Interest
|
2
[y]
|
1%
|
Calpine CalGen Holdings, Inc.
|
Calpine Generating Company, LLC
|
LLC Membership Interest
|
2
[y]
|
100%1
|
Calpine California Holdings, Inc.
|
Calpine Peaker Holdings, LLC
|
LLC Membership Interest
|
No Certificate Issued
[ n ]
|
50.6%
|
Calpine CCFC Holdings, Inc.
|
CCFC Preferred Holdings, LLC
|
LLC Membership Interest
|
3
[y]
|
99.8%
|
Calpine Power Company
|
CCFC Preferred Holdings, LLC
|
LLC Membership Interest
|
2
[y]
|
0.2%
|
Calpine Central Texas GP, Inc.
|
Calpine Central, L.P.
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
1%
|
Calpine Central, Inc.
|
Calpine Central Texas GP, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Central, Inc.
|
Calpine Central-Texas, Inc.
|
Common Stock
|
No Certificate Issued
|
1,000
|
Calpine Central, Inc.
|
Calpine Hidalgo Holdings, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Central, Inc.
|
Calpine TCCL Holdings, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Central-Texas, Inc.
|
Calpine Central, L.P.
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
99%
|
Calpine Channel Energy Center GP, LLC
|
Channel Energy Center, LP
|
Limited Partnership Interest
|
1
[y]
|
1%
|
Calpine Cogeneration Corporation
|
Calpine Newark, LLC
|
LLC Membership Interest
|
1
[y]
|
100%
|
Calpine Cogeneration Corporation
|
Calpine Philadelphia, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Cogeneration Corporation
|
Calpine Pryor, Inc.
|
Common Stock
|
3
|
100
|
Calpine Cogeneration Corporation
|
Calpine Schuylkill, Inc.
|
Common Stock
|
3
|
100
|
Calpine Cogeneration Corporation
|
CPN Funding, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Cogeneration Corporation
|
Philadelphia Biogas Supply, Inc.
|
Common Stock
|
3
|
1,000
|
Calpine Corporation
|
Calpine Administrative Services Company, Inc.
|
Common Stock
|
2
|
1,000
|
Calpine Corporation
|
Calpine Energy Services Holdings, Inc.
|
Common Stock
|
2
|
100
|
Calpine Corporation
|
Calpine Fuels Corporation
|
Common Stock
|
1
|
1,000
|
Calpine Corporation
|
Calpine Greenleaf Holdings, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Corporation
|
Calpine International Holdings, Inc.
|
Common Stock
|
2
|
1,000
|
Calpine Corporation
|
Calpine Monterey Cogeneration, Inc.
|
Common Stock
|
N/A
|
1,0002
|
Calpine Corporation
|
Calpine Northbrook Corporation of Maine, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Corporation
|
Calpine Operations Management Company, Inc.
|
Common Stock
|
2
|
1,000
|
Calpine Corporation
|
Calpine Power Company
|
Common Stock
|
1
|
1,000
|
Calpine Eastern Corporation
|
Aviation Funding Corp.
|
Common Stock
|
3
|
42
|
Calpine Eastern Corporation
|
Bethpage Fuel Management Inc.
|
Common Stock
|
2
|
10
|
Calpine Eastern Corporation
|
Calpine Power, Inc.
|
Common Stock
|
3
|
1,000
|
Calpine Eastern Corporation
|
CPN 3rd Turbine, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Eastern Corporation
|
CPN Bethpage 3rd Turbine, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Eastern Corporation
|
GEC Bethpage Inc.
|
Common Stock
|
1
|
100
|
Calpine Eastern Corporation
|
Idlewild Fuel Management Corp.
|
Common Stock
|
2
|
100
|
Calpine Eastern Corporation
|
JMC Bethpage, Inc.
|
Common Stock
|
2
|
10
|
Calpine Eastern Corporation
|
Stony Brook Cogeneration Inc.
|
Common Stock
|
1
|
100
|
Calpine Eastern Corporation
|
Stony Brook Fuel Management Corp.
|
Common Stock
|
1
|
100
|
Calpine Eastern Corporation
|
TBG Cogen Partners
|
Partnership Interest
|
No Certificate Issued
[n]
|
45%
|
Calpine Energy Services Holdings, Inc.
|
Calpine Power Management, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Energy Services Holdings, Inc.
|
Calpine PowerAmerica, Inc.
|
Common Stock
|
2
|
1,000
|
Calpine Energy Services Holdings, Inc.
|
CPN Energy Services GP, Inc.
|
Common Stock
|
4
|
1,000
|
Calpine Energy Services Holdings, Inc.
|
CPN Energy Services LP, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Freestone, LLC
|
Freestone Power Generation LP
|
Limited Partnership Interest
|
3
[y]
|
1%
|
Calpine Fuels Corporation
|
Calpine Magic Valley Pipeline, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Fuels Corporation
|
Calpine MVP, Inc.
|
Common Stock
|
4
|
1,000
|
Calpine Fuels Corporation
|
Calpine Sonoran Pipeline, LLC
|
LLC Membership Interest
|
2
[y]
|
100%
|
Calpine Fuels Corporation
|
Calpine Texas Pipeline GP, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Fuels Corporation
|
Calpine Texas Pipeline LP, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Fuels Corporation
|
CPN Decatur Pipeline, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Fuels Corporation
|
CPN Pipeline Company
|
Common Stock
|
2
|
1,000
|
CPN Funding, Inc.
|
CPN Morris, Inc.
|
Common Stock
|
2
|
1,000
|
Calpine Generating Company, LLC
|
CalGen Expansion Company, LLC
|
LLC Membership Interest
|
2
[y]
|
100%3
|
Calpine Generating Company, LLC
|
CalGen Finance Corp.
|
Common Stock
|
2
|
1,000
|
Calpine Gilroy 1, Inc.
|
Calpine Gilroy Cogen, L.P.
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
1%
|
Calpine Gilroy 2, Inc.
|
Calpine Gilroy Cogen, L.P.
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
99%
|
Calpine Hidalgo Holdings, Inc.
|
Calpine Edinburg, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Hidalgo Holdings, Inc.
|
Calpine Hidalgo, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Hidalgo, Inc.
|
Calpine Hidalgo Energy Center, L.P.
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
1%
|
Calpine Kennedy Airport, Inc.
|
Calpine Kennedy Operators, Inc.
|
Common Stock
|
3
|
10
|
Calpine King City, Inc.
|
Calpine King City, LLC
|
LLC Membership Interest
|
2
|
100%
|
Calpine King City, LLC
|
King City Holdings, LLC
|
LLC Membership Interest
|
No Certificate Issued
[n]
|
100%
|
Calpine KIA, Inc.
|
KIAC Partners
|
Partnership Interest
|
No Certificate Issued
[n]
|
50%
|
Calpine Long Island, Inc.
|
Calpine Kennedy Airport, Inc.
|
Common Stock
|
2
|
10
|
Calpine Long Island, Inc.
|
Calpine University Power, Inc.
|
Common Stock
|
2
|
10
|
Calpine Magic Valley Pipeline, Inc.
|
Magic Valley Pipeline, L.P.
|
General Partnership Interest
|
1
[y]
|
1%
|
Calpine MVP, Inc.
|
Magic Valley Pipeline, L.P.
|
Limited Partnership Interest
|
3
|
99%
|
Calpine Northbrook Holdings Corporation
|
Calpine Northbrook Investors, LLC
|
LLC Membership Interest
|
3
[y]
|
100%
|
Calpine Northbrook Investors, LLC
|
Pine Bluff Energy, LLC
|
LLC Membership Interest
|
1
[y]
|
100%
|
Calpine Northbrook Project Holdings, LLC
|
RockGen Energy LLC
|
LLC Membership Interest
|
1—25%
2—25%
3—25%
4—25%
[y]
|
100%
|
Calpine Oneta Power I, LLC
|
Calpine Oneta Power, L.P.
|
Limited Partnership Interest
|
3
[y]
|
1%
|
Calpine Oneta Power II, LLC
|
Calpine Oneta Power, L.P.
|
Limited Partnership Interest
|
4
[y]
|
99%
|
Calpine Operations Management Company, Inc.
|
Calpine Construction Management Company, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Operations Management Company, Inc.
|
Calpine Global Services Company, Inc.
|
Common Stock
|
3
|
1,000
|
Calpine Operations Management Company, Inc.
|
Calpine Operating Services Company, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Operations Management Company, Inc.
|
Calpine Power Services, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Operations Management Company, Inc.
|
Thomassen Turbine Systems America, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Operations Management Company, Inc.
|
Calpine Jupiter, LLC
|
LLC Membership Interest
|
1
[y]
|
100%
|
Calpine Power Company
|
Anacapa Land Company, LLC
|
LLC Membership Interest
|
2
[y]
|
100%
|
Calpine Power Company
|
Anderson Springs Energy Company
|
Common Stock
|
2
|
1,000
|
Calpine Power Company
|
Bellingham Cogen, Inc.
|
Common Stock
|
3
|
1,000
|
Calpine Power Company
|
Calpine Agnews, Inc.
|
Common Stock
|
8
|
3,000
|
Calpine Power Company
|
Calpine Auburndale Holdings, LLC
|
LLC Membership Interest
|
2
[y]
|
100%
|
Calpine Power Company
|
Calpine CalGen Holdings, Inc.
|
Common Stock
|
3
|
1,000
|
Calpine Power Company
|
Calpine California Holdings, Inc.
|
Common Stock
|
3
|
1,000
|
Calpine Power Company
|
Calpine Calistoga Holdings, LLC
|
LLC Membership Interest
|
3
[y]
|
100%
|
Calpine Power Company
|
Calpine CCFC Holdings, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Power Company
|
Calpine Central, Inc.
|
Common Stock
|
2
|
1,000
|
Calpine Power Company
|
Calpine Cogeneration Corporation
|
Common Stock
|
4
|
5,000
|
Calpine Power Company
|
Calpine BRSP, LLC
|
LLC Membership Interest
|
1
[y]
|
100%
|
Calpine Power Company
|
Calpine Development Holdings, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Power Company
|
Calpine Eastern Corporation
|
Common Stock
|
2
|
1,000
|
Calpine Power Company
|
Calpine King City, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Power Company
|
Calpine Leasing Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Power Company
|
Calpine Northbrook Holdings Corporation
|
Common Stock
|
1
|
1,000
|
Calpine Power Company
|
Calpine Pittsburg, LLC
|
LLC Membership Interest
|
2
[y]
|
100%
|
Calpine Power Company
|
Calpine Project Holdings, Inc.
|
Common Stock
|
1
|
1,000
|
Calpine Power Company
|
Calpine Rumford I, Inc.
|
Common Stock
|
2
|
1,000
|
Calpine Power Company
|
Calpine Rumford, Inc.
|
Common Stock
|
3 (100 shares)
4 (100 shares)
|
200
|
Calpine Power Company
|
Calpine Sumas, Inc.
|
Common Stock
|
2
|
1,000
|
Calpine Power Company
|
Calpine Tiverton I, Inc.
|
Common Stock
|
2 (100 shares)
|
100
|
Calpine Power Company
|
Calpine Tiverton, Inc.
|
Common Stock
|
2
|
100
|
Calpine Power Company
|
CPN Cascade, Inc.
|
Common Stock
|
4
|
1,000
|
Calpine Power Company
|
CPN East Fuels, LLC
|
LLC Membership Interest
|
2
|
100%
|
Calpine Power Company
|
CPN Telephone Flat, Inc.
|
Common Stock
|
3
|
100
|
Calpine Power Company
|
Modoc Power, Inc.
|
Common Stock
|
2
|
1,000
|
Calpine Power Company
|
Mount Hoffman Geothermal Company, L.P.
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
99%
|
Calpine Power Company
|
Northwest Cogeneration, Inc.
|
Common Stock
|
3
|
1,000
|
Calpine Power Company
|
South Point Holdings, LLC
|
LLC Membership Interest
|
6
[y]
|
100%
|
Calpine Power Company
|
Sutter Dryers, Inc.
|
Common Stock
|
2
|
1,000
|
Calpine Power, Inc.
|
Calpine KIA, Inc.
|
Common Stock
|
6
|
1,000
|
Calpine Power, Inc.
|
Calpine Long Island, Inc.
|
Common Stock
|
3
|
1,000
|
Calpine Project Holdings, Inc.
|
Mobile Energy L L C
|
LLC Membership Interest
|
4
y
|
100%
|
Calpine Pryor, Inc.
|
CPN Pryor Funding Corporation
|
Common Stock
|
4
|
1,000
|
Calpine Rumford I, Inc.
|
Rumford Power Associates Limited Partnership
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
98%
|
Calpine Rumford, Inc
|
Rumford Power Associates Limited Partnership
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
2%
|
Calpine Stony Brook, Inc.
|
Nissequogue Cogen Partners
|
Partnership Interest
|
No Certificate Issued
[n]
|
50%
|
Calpine Sumas, Inc.
|
Whatcom Cogeneration Partners, L.P.
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
25%
|
Calpine TCCL Holdings, Inc.
|
CPN Clear Lake, Inc.
|
Common Stock
|
No Certificate Issued
[n]
|
100%
|
Calpine TCCL Holdings, Inc.
|
NTC Five, Inc.
|
Common Stock
|
No Certificate Issued
[n]
|
100%
|
Calpine TCCL Holdings, Inc.
|
Texas Cogeneration Five, Inc.
|
Common Stock
|
No Certificate Issued
[n]
|
100%
|
Calpine TCCL Holdings, Inc.
|
Texas Cogeneration One Company
|
Common Stock
|
No Certificate Issued
[n]
|
100%
|
Calpine Texas Pipeline GP, Inc.
|
Calpine Texas Pipeline, L.P.
|
Limited Partnership Interest
|
4
[y]
|
1%
|
Calpine Texas Pipeline LP, Inc.
|
Calpine Texas Pipeline, L.P.
|
Limited Partnership Interest
|
3
[y]
|
99%
|
Calpine Tiverton I, Inc.
|
Tiverton Power Associates Limited Partnership
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
98%
|
Calpine Tiverton, Inc.
|
Tiverton Power Associates Limited Partnership
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
2%
|
Calpine University Power, Inc.
|
Calpine Stony Brook Operators, Inc.
|
Common Stock
|
3
|
10
|
Calpine University Power, Inc.
|
Calpine Stony Brook, Inc.
|
Common Stock
|
3
|
10
|
CCFC Development Company, LLC
|
Lone Oak Energy Center, LLC
|
LLC Membership Interest
|
1
[y]
|
100%
|
CPN Clear Lake, Inc.
|
Clear Lake Cogeneration Limited Partnership
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
2%
|
CPN Funding, Inc
|
CPN Morris, Inc.
|
Common Stock
|
2
|
1,000
|
GEC Bethpage Inc.
|
TBG Cogen Partners
|
Partnership Interest
|
No Certificate Issued
[n]
|
45%
|
Geysers Power I Company
|
Geysers Power Company, LLC
|
LLC Membership Interest
|
1
[y]
|
65.14303%
|
JMC Bethpage, Inc.
|
TBG Cogen Partners
|
Partnership Interest
|
No Certificate Issued
[n]
|
10%
|
Modoc Power, Inc.
|
Calpine Siskiyou Geothermal Partners, L.P.
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
44.34%
|
Modoc Power, Inc.
|
Mount Hoffman Geothermal Company, L.P.
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
1%
|
Northwest Cogeneration, Inc.
|
Whatcom Cogeneration Partners, L.P.
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
50%
|
Nueces Bay Energy LLC
|
Corpus Christi Cogeneration LP
|
Limited Partnership Interest
|
2
[y]
|
1%
|
Stony Brook Cogeneration Inc.
|
Nissequogue Cogen Partners
|
Partnership Interest
|
No Certificate Issued
[n]
|
50%
|
Texas Cogeneration One Company
|
Texas City Cogeneration, L.P.
|
Limited Partnership Interest
|
No Certificate Issued
[n]
|
0.10%
|
Thermal Power Company
|
Geysers Power I Company
|
Common Stock
|
2
|
100
|
Thermal Power Company
|
Geysers Power Company, LLC
|
LLC Membership Interest
|
3
[y]
|
34.85697%
|
Issuer
|
Payee
|
Principal Amount
|
|||
Russell City Energy Company, LLC
|
Calpine Corporation
|
$ | 970,000.00 |
Grantor
|
Jurisdiction of Organization
|
Location of Chief
Executive Office
|
Calpine Corporation
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Anacapa Land Company, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Anderson Springs Energy Company
|
California
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Auburndale Peaker Energy Center, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Aviation Funding Corp.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Baytown Energy Center, LP
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Bellingham Cogen, Inc.
|
California
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Bethpage Fuel Management Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CalGen Expansion Company, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CalGen Finance Corp.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CalGen Project Equipment Finance Company One, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CalGen Project Equipment Finance Company Three, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CalGen Project Equipment Finance Company Two, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Administrative Services Company, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Auburndale Holdings, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Baytown Energy Center GP, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Baytown Energy Center LP, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine c*Power, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine CalGen Holdings, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine California Holdings, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Calistoga Holdings, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine CCFC Holdings, Inc.
|
Delaware
|
717 Texas Avenue, Suite 13.063B
Houston, Texas 77002
|
Calpine Central Texas GP, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Central, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Central, L.P.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Central-Texas, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Channel Energy Center GP, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Channel Energy Center LP, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Cogeneration Corporation
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Construction Management Company, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Eastern Corporation
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Edinburg, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Energy Services Holdings, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Freestone, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Fuels Corporation
|
California
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Generating Company, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Geysers Company, L.P.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Gilroy 1, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Gilroy 2, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Global Services Company, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Hidalgo Energy Center, L.P.
|
Texas
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Hidalgo Holdings, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Hidalgo, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Jupiter, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Kennedy Airport, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Kennedy Operators, Inc.
|
New York
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine KIA, Inc.
|
New York
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine King City, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine King City, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Leasing Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Long Island, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Magic Valley Pipeline, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine MVP, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Newark, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Northbrook Corporation of Maine, Inc.
|
Illinois
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Northbrook Holdings Corporation
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Northbrook Investors, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Northbrook Project Holdings, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Northbrook Southcoast Investors, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Oneta Power I, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Oneta Power II, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Oneta Power, L.P.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Operating Services Company, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Operations Management Company, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Power Company
|
California
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Power Services, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Power, Inc.
|
Virginia
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Project Holdings, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Pryor, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Rumford I, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Rumford, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Schuylkill, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Sonoran Pipeline, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Stony Brook Operators, Inc.
|
New York
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Stony Brook, Inc.
|
New York
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Sumas, Inc.
|
California
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine TCCL Holdings, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Texas Pipeline GP, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Texas Pipeline LP, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Texas Pipeline, L.P.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Tiverton I, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine Tiverton, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Calpine University Power, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Carville Energy LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CCFC Development Company, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CCFC Project Equipment Finance Company One, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Channel Energy Center, LP
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Clear Lake Cogeneration Limited Partnership
|
Texas
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Columbia Energy LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Corpus Christi Cogeneration LP
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CPN 3rd Turbine, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CPN Acadia, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CPN Cascade, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CPN Clear Lake, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CPN Decatur Pipeline, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CPN East Fuels, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CPN Freestone, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CPN Funding, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CPN Morris, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CPN Pipeline Company
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CPN Pryor Funding Corporation
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
CPN Telephone Flat, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Decatur Energy Center, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Delta Energy Center, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
East Altamont Energy Center, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Fontana Energy Center, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Freestone Power Generation LP
|
Texas
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
GEC Bethpage Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Geysers Power Company, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Geysers Power I Company
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Hillabee Energy Center, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Idlewild Fuel Management Corp.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
JMC Bethpage, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Lone Oak Energy Center, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Los Medanos Energy Center LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Magic Valley Pipeline, L.P.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Moapa Energy Center, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Mobile Energy L L C
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Modoc Power, Inc.
|
California
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Morgan Energy Center, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Northwest Cogeneration, Inc.
|
California
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
NTC Five, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Nueces Bay Energy LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Pastoria Energy Center, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Pastoria Energy Facility L.L.C.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Pine Bluff Energy, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
RockGen Energy LLC
|
Wisconsin
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Rumford Power Associates Limited Partnership
|
Maine
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
San Joaquin Valley Energy Center, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Santa Rosa Energy Center, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Stony Brook Cogeneration Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Stony Brook Fuel Management Corp.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Sutter Dryers, Inc.
|
California
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Texas City Cogeneration, L.P.
|
Texas
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Texas Cogeneration Five, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Texas Cogeneration One Company
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Thermal Power Company
|
California
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Thomassen Turbine Systems America, Inc.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Tiverton Power Associates Limited Partnership
|
Rhode Island
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Wawayanda Energy Center, LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Whatcom Cogeneration Partners, L.P.
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Zion Energy LLC
|
Delaware
|
717 Texas Avenue, Suite 1000
Houston, Texas 77002
|
Trademark
|
Jurisdiction
|
Application Number and Application Date
|
Registration Number and Registration Date
|
Owner
|
C and Design
|
Canada
|
1107005
19-Jun-2001
|
615304
20-Jul-2004
|
Calpine Corporation
|
C and Design
|
Canada
|
1107002
19-Jun-2001
|
608168
21-Apr-2004
|
Calpine Corporation
|
C and Design
|
European Community
|
002379311
17-Sep-2001
|
002379311
02-May-2003
|
Calpine Corporation
|
C and Design
|
Mexico
|
525716
19-Dec-2001
|
738363
19-Mar-2002
|
Calpine Corporation
|
C and Design
|
Mexico
|
525714
19-Dec-2001
|
737411
28-Feb-2002
|
Calpine Corporation
|
C and Design
|
Mexico
|
525712
19-Dec-2001
|
767957
11-Nov-2002
|
Calpine Corporation
|
C and Design
|
Mexico
|
525711
19-Dec-2001
|
826858
29-Mar-2004
|
Calpine Corporation
|
C and Design
|
Mexico
|
525713
19-Dec-2001
|
739096
25-Mar-2002
|
Calpine Corporation
|
C and Design
|
United States of America
|
76/195598
18-Jan-2001
|
2781097
11-Nov-2003
|
Calpine Corporation
|
CALPINE
|
Canada
|
1107004
19-Jun-2001
|
614674
12-Jul-2004
|
Calpine Corporation
|
CALPINE
|
Canada
|
1107003
19-Jun-2001
|
588644
02-Sep-2003
|
Calpine Corporation
|
CALPINE
|
European Community
|
002379360
17-Sep-2001
|
002379360
24-Apr-2003
|
Calpine Corporation
|
CALPINE
|
Mexico
|
525708
19-Dec-2001
|
800055
22-Jul-2003
|
Calpine Corporation
|
CALPINE
|
Mexico
|
525715
19-Dec-2001
|
744732
30-Apr-2002
|
Calpine Corporation
|
CALPINE
|
Mexico
|
525707
19-Dec-2001
|
744731
30-Apr-2002
|
Calpine Corporation
|
CALPINE
|
Mexico
|
525709
19-Dec-2001
|
737409
28-Feb-2002
|
Calpine Corporation
|
CALPINE
|
Mexico
|
525710
19-Dec-2001
|
737410
28-Feb-2002
|
Calpine Corporation
|
CALPINE
|
United States of America
|
76/195597
18-Jan-2001
|
2751748
19-Aug-2003
|
Calpine Corporation
|
REPOWERING AMERICA
|
United States of America
|
76/195596
18-Jan-2001
|
3098433
30-May-2006
|
Calpine Corporation
|
[NAME OF ISSUER]
|
||
By:
|
||
Name:
Title:
|
||
Address for Notices:
|
||
Fax:
|
[ADDITIONAL GRANTOR]
|
||
By:
|
||
Name:
Title:
|
/s/ JACK A. FUSCO
|
||
Jack A. Fusco
|
||
President, Chief Executive Officer
|
||
and Director
|
||
Calpine Corporation
|
/s/ ZAMIR RAUF
|
||
Zamir Rauf
|
||
Executive Vice President and
|
||
Chief Financial Officer
|
||
Calpine Corporation
|
/s/ JACK A. FUSCO
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/s/ ZAMIR RAUF
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Jack A. Fusco
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Zamir Rauf
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President, Chief Executive Officer
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Executive Vice President and
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And Director
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Chief Financial Officer
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Calpine Corporation
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Calpine Corporation
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*.0@NBMC^\,TGV:#_GC'_P!\BI:*`(VAB;&Z)#@8 M&5'%)]F@_P">,?\`WR*EHH`B^S0?\\8_^^13EBC12JHH4]0!UI]%`$7V:#_G MC'_WR*!!"K!EB0$="%%2T4`%1O%'(0716(_O#-244`1?9H/^>,?_`'R*/(AV M[?*3;G.-HQ6=XH)'A/62#@BQGY_[9M7-ZJ/#VC^)=/TV?PUIC6EW&S277V:/ M$#;U1-PV_=9F"Y[$CMT`.U%O"""(8P1T(45+7G/V_P`/6T<=U?\`A;3H[*9K MB&"2&U1V:>*5T$6-OWG"Y7U((],Q:A/8Z==PVMSX7\-VUT;:.;RKK9$+B1MV M887*;2PP!DGDD<`AW-M!>VTEM=01SP2*5DBE0,K@]B#P13O(AVJOE)M4 M84;1@#T%>>&YT-O$MYI0TSPC;&WNTMEBNRB3R[D1LJFWG)?`]2*\5\9:?!!X MP\3W EV=^MM%;V0`+.ZLP51D*J@(Q)^@QSD`'U=]F@_YXQ_]\BC[-!_ MSQC_`.^17R!8Z+#?65[>VNHZY?V\4T,4:V5L6D^=&8[U+<%2NTX)!/0XIVL> M%;W3=(O+RVUJ:YFM+V6"2#+*WE((\R8R>5,JJR]L]P":`/KU8(5(98D!'0A1 M4M?-'PE@GTSXVW^D&\FGCL_M=N&=C\^QMH.,\=*^EZ`"BBB@`HHHH`*P=1\& M^&-8D+ZAH&FW$K=9'MEWG_@6,_K110!9T+P_I/ARS>ST:QBL[=Y#*T<><;R` M">?91^5:M%%`&!KG@SP[XEN(KC6=)@NY8DV(\F HX!QGFBB@!MMXG\.V-[ M=RZ?XOD@@N9EF>`Z>[\B-(\;BF>D8KQ7Q3JPN?%_B/99)J6D7]WYZ[I#$P9, MJ'4\$'YF&",$'IT(**`,.\U34KG3[JTM["&QMI)8I0MLVW8L:,@7KELALDG) M)YINGZCK&FV^FI!;1_Z%/-.-S`B42JBNCC/*E4P1W#&BB@#T#X0/>:E\9+O5 =[BW6(WBW4[*K`A6=MV!SG'-?2]%%`!1110!__]D_ ` end
On June 17, 2011, we repaid approximately $340 million of project debt with the proceeds received from $360 million in borrowings under the New Term Loan as described above.
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
On March 9, 2011, we borrowed $1.3 billion under the Term Loan and repaid and terminated the NDH Project Debt as discussed below.
On June 17, 2011, we repaid approximately $340 million of project debt with the proceeds received from $360 million in borrowings under the New Term Loan as further described below.
On March 9, 2011, we borrowed $1.3 billion under the Term Loan and repaid and terminated the NDH Project Debt as discussed below.
On June 17, 2011, we repaid approximately $340 million of project debt with the proceeds received from $360 million in borrowings under the New Term Loan as further described below.
At June 30, 2011, and December 31, 2010, we had cash equivalents of $1,144 million and $1,094 million included in cash and cash equivalents and $190 million and $203 million included in restricted cash, respectively.
Our risk of loss related to our unconsolidated VIEs is limited to our investment balance. While we also could be responsible for our pro rata portion of debt, holders of the debt of our unconsolidated investments do not have recourse to Calpine Corporation and its other subsidiaries. The debt of our unconsolidated investments is not reflected on our Consolidated Condensed Balance Sheets. At June 30, 2011, and December 31, 2010, equity method investee debt was approximately $514 million and $494 million, respectively, and based on our pro rata share of each of the investments, our share of such debt would be approximately $257 million and $247 million at June 30, 2011 and December 31, 2010, respectively.
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
Balances are subject to master netting arrangements and presented on a gross basis on our Consolidated Condensed Balance Sheets. We do not offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement for financial statement presentation.
At June 30, 2011, and December 31, 2010, the fair value of our commodity derivative instruments collateralized by first priority liens included assets of $99 million and $193 million, respectively; therefore, there was no collateral exposure at June 30, 2011, or December 31, 2010.
At June 30, 2011, and December 31, 2010, the fair value of our commodity derivative instruments collateralized by first priority liens included assets of $99 million and $193 million, respectively; therefore, there was no collateral exposure at June 30, 2011, or December 31, 2010.
Included in other current liabilities on our Consolidated Condensed Balance Sheets.
Balances are subject to master netting arrangements and presented on a gross basis on our Consolidated Condensed Balance Sheets. We do not offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement for financial statement presentation.
Included in other current liabilities on our Consolidated Condensed Balance Sheets.
Balances are subject to master netting arrangements and presented on a gross basis on our Consolidated Condensed Balance Sheets. We do not offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement for financial statement presentation.
At June 30, 2011 and December 31, 2010, $158 million and $183 million were included in margin deposits and other prepaid expense, respectively, and $24 million and $22 million were included in other assets at June 30, 2011 and December 31, 2010, respectively, on our Consolidated Condensed Balance Sheets.
Balances are subject to master netting arrangements and presented on a gross basis on our Consolidated Condensed Balance Sheets. We do not offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement for financial statement presentation.
At June 30, 2011 and December 31, 2010, $158 million and $183 million were included in margin deposits and other prepaid expense, respectively, and $24 million and $22 million were included in other assets at June 30, 2011 and December 31, 2010, respectively, on our Consolidated Condensed Balance Sheets.
For natural gas contracts, swaps and options, included on our Consolidated Condensed Statements of Operations.
For natural gas contracts, swaps and options, included on our Consolidated Condensed Statements of Operations.
For natural gas contracts, swaps and options, included on our Consolidated Condensed Statements of Operations.
For natural gas contracts, swaps and options, included on our Consolidated Condensed Statements of Operations.
For power contracts and Heat Rate swaps and options, included on our Consolidated Condensed Statements of Operations.
For power contracts and Heat Rate swaps and options, included on our Consolidated Condensed Statements of Operations.
For power contracts and Heat Rate swaps and options, included on our Consolidated Condensed Statements of Operations.
For power contracts and Heat Rate swaps and options, included on our Consolidated Condensed Statements of Operations.
Our risk of loss related to our unconsolidated VIEs is limited to our investment balance. While we also could be responsible for our pro rata portion of debt, holders of the debt of our unconsolidated investments do not have recourse to Calpine Corporation and its other subsidiaries. The debt of our unconsolidated investments is not reflected on our Consolidated Condensed Balance Sheets. At June 30, 2011, and December 31, 2010, equity method investee debt was approximately $514 million and $494 million, respectively, and based on our pro rata share of each of the investments, our share of such debt would be approximately $257 million and $247 million at June 30, 2011 and December 31, 2010, respectively.
Includes OTC swaps and options.
Volatility calculated using the implied volatility of our exchange traded stock options.
Volatility calculated using the implied volatility of our exchange traded stock options.
On June 17, 2011, we repaid approximately $340 million of project debt with the proceeds received from $360 million in borrowings under the New Term Loan as described above.
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
Includes depreciation and amortization that is also recorded in fuel and purchased energy expense, interest expense and discontinued operations on our Consolidated Condensed Statements of Operations.
At June 30, 2011, and December 31, 2010, we had cash equivalents of $1,144 million and $1,094 million included in cash and cash equivalents and $190 million and $203 million included in restricted cash, respectively.
Includes OTC swaps and options.
We repaid and terminated the NDH Project Debt on March 9, 2011.
On June 24, 2011, we closed on the approximately $845 million Russell City Project Debt to fund the construction of Russell City as described above.
On June 17, 2011, we repaid approximately $340 million of project debt with the proceeds received from $360 million in borrowings under the New Term Loan as described above.
Excludes leases that are accounted for as failed sale-leaseback transactions under U.S. GAAP and included in our project financing, notes payable and other balance.
Includes OTC swaps and options.
There were no significant transfers into level 2 or out of level 3 for the three months ended June 30, 2011 and 2010, and the six months ended June 30, 2011. We had $(1) million in losses transferred out of level 3 into level 2 for the six months ended June 30, 2010. Transfers out of level 3 into level 2 were due to changes in market liquidity in various power markets.
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
Volatility calculated using the implied volatility of our exchange traded stock options.
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
On January 14, 2011, we issued $1.2 billion in aggregate principal amount of 7.875% senior secured notes due 2023 in a private placement. The 2023 First Lien Notes bear interest at 7.875% payable semi-annually on January 15 and July 15 of each year, beginning on July 15, 2011. The 2023 First Lien Notes will mature on January 15, 2023.
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
Reclassification of losses from OCI to earnings for the six months ended June 30, 2011 consisted of $17 million in losses from the reclassification of interest rate contracts due to settlement, $15 million in losses from terminated interest rate contracts due to the repayment of project debt in June 2011, and $91 million in losses from existing interest rate contracts reclassified from OCI into earnings due to the refinance of variable rate First Lien Credit Facility term loans.
Included in operating revenues and fuel and purchased energy expense on our Consolidated Condensed Statements of Operations.
On June 24, 2011, we closed on the approximately $845 million Russell City Project Debt to fund the construction of Russell City as further described below.
On June 17, 2011, we repaid approximately $340 million of project debt with the proceeds received from $360 million in borrowings under the New Term Loan as further described below.
On January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed below.
On January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed below.
On January 14, 2011, we issued $1.2 billion in aggregate principal amount of 7.875% senior secured notes due 2023 in a private placement. The 2023 First Lien Notes bear interest at 7.875% payable semi-annually on January 15 and July 15 of each year, beginning on July 15, 2011. The 2023 First Lien Notes will mature on January 15, 2023.
When we entered into our $1.0 billion Corporate Revolving Facility on December 10, 2010, the letters of credit issued under our First Lien Credit Facility were either replaced with letters of credit issued by our Corporate Revolving Facility or back-stopped by an irrevocable standby letter of credit issued by a third-party. Our letters of credit under our Corporate Revolving Facility at December 31, 2010 include those that were back-stopped of approximately $83 million. The back-stopped letters of credit were returned and extinguished during the first quarter of 2011.
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
On June 24, 2011, we closed on the approximately $845 million Russell City Project Debt to fund the construction of Russell City as described above.
On June 17, 2011, we repaid approximately $340 million of project debt with the proceeds received from $360 million in borrowings under the New Term Loan as described above.
Excludes leases that are accounted for as failed sale-leaseback transactions under U.S. GAAP and included in our project financing, notes payable and other balance.
On June 24, 2011, we closed on the approximately $845 million Russell City Project Debt to fund the construction of Russell City as described above.
On June 17, 2011, we repaid approximately $340 million of project debt with the proceeds received from $360 million in borrowings under the New Term Loan as described above.
Excludes leases that are accounted for as failed sale-leaseback transactions under U.S. GAAP and included in our project financing, notes payable and other balance.
On June 17, 2011, we repaid approximately $340 million of project debt with the proceeds received from $360 million in borrowings under the New Term Loan as described above.
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
At June 30, 2011, and December 31, 2010, we had cash equivalents of $1,144 million and $1,094 million included in cash and cash equivalents and $190 million and $203 million included in restricted cash, respectively.
On January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed below.
Includes depreciation and amortization that is also recorded in fuel and purchased energy expense, interest expense and discontinued operations on our Consolidated Condensed Statements of Operations.
We have never paid cash dividends on our common stock, and it is not anticipated that any cash dividends will be paid on our common stock in the near future.
Expected term calculated using the simplified method prescribed by the SEC due to the lack of sufficient historical exercise data to provide a reasonable basis to estimate the expected term.
Expected term calculated using the simplified method prescribed by the SEC due to the lack of sufficient historical exercise data to provide a reasonable basis to estimate the expected term.
Zero Coupon U.S. Treasury rate or equivalent based on expected term.
Zero Coupon U.S. Treasury rate or equivalent based on expected term.
Volatility calculated using the implied volatility of our exchange traded stock options.
On June 17, 2011, we repaid approximately $340 million of project debt with the proceeds received from $360 million in borrowings under the New Term Loan as described above.
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
On March 9, 2011, we repaid and terminated the NDH Project Debt with proceeds received from the Term Loan, and on January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed above.
On January 14, 2011, we repaid and terminated the First Lien Credit Facility with the issuance of the 2023 First Lien Notes as discussed below.
On June 24, 2011, we closed on the approximately $845 million Russell City Project Debt to fund the construction of Russell City as described above.
On June 17, 2011, we repaid approximately $340 million of project debt with the proceeds received from $360 million in borrowings under the New Term Loan as described above.
Excludes leases that are accounted for as failed sale-leaseback transactions under U.S. GAAP and included in our project financing, notes payable and other balance.
On June 24, 2011, we closed on the approximately $845 million Russell City Project Debt to fund the construction of Russell City as further described below.
On June 17, 2011, we repaid approximately $340 million of project debt with the proceeds received from $360 million in borrowings under the New Term Loan as further described below.
On March 9, 2011, we borrowed $1.3 billion under the Term Loan and repaid and terminated the NDH Project Debt as discussed below.
On March 9, 2011, we borrowed $1.3 billion under the Term Loan and repaid and terminated the NDH Project Debt as discussed below.
When we entered into our $1.0 billion Corporate Revolving Facility on December 10, 2010, the letters of credit issued under our First Lien Credit Facility were either replaced with letters of credit issued by our Corporate Revolving Facility or back-stopped by an irrevocable standby letter of credit issued by a third-party. Our letters of credit under our Corporate Revolving Facility at December 31, 2010 include those that were back-stopped of approximately $83 million. The back-stopped letters of credit were returned and extinguished during the first quarter of 2011.
Approximately $4.1 billion and $3.3 billion at June 30, 2011 and December 31, 2010, respectively, related to variable rate debt that was converted to fixed rate debt in 2011 and 2010.
Approximately $4.1 billion and $3.3 billion at June 30, 2011 and December 31, 2010, respectively, related to variable rate debt that was converted to fixed rate debt in 2011 and 2010.
We have never paid cash dividends on our common stock, and it is not anticipated that any cash dividends will be paid on our common stock in the near future.
Zero Coupon U.S. Treasury rate or equivalent based on expected term.
Zero Coupon U.S. Treasury rate or equivalent based on expected term.
Includes OTC swaps and options.
Includes OTC swaps and options.
Includes OTC swaps and options.
At June 30, 2011, and December 31, 2010, we had cash equivalents of $1,144 million and $1,094 million included in cash and cash equivalents and $190 million and $203 million included in restricted cash, respectively.
We repaid and terminated the NDH Project Debt on March 9, 2011.
There were no significant transfers into level 2 or out of level 3 for the three months ended June 30, 2011 and 2010, and the six months ended June 30, 2011. We had $(1) million in losses transferred out of level 3 into level 2 for the six months ended June 30, 2010. Transfers out of level 3 into level 2 were due to changes in market liquidity in various power markets.
There were no significant transfers into level 2 or out of level 3 for the three months ended June 30, 2011 and 2010, and the six months ended June 30, 2011. We had $(1) million in losses transferred out of level 3 into level 2 for the six months ended June 30, 2010. Transfers out of level 3 into level 2 were due to changes in market liquidity in various power markets.
There were no significant transfers into level 2 or out of level 3 for the three months ended June 30, 2011 and 2010, and the six months ended June 30, 2011. We had $(1) million in losses transferred out of level 3 into level 2 for the six months ended June 30, 2010. Transfers out of level 3 into level 2 were due to changes in market liquidity in various power markets.
Includes OTC swaps and options.
Includes OTC swaps and options.
When we entered into our Corporate Revolving Facility on December 10, 2010, the letters of credit issued under our First Lien Credit Facility were either replaced by letters of credit issued by the Corporate Revolving Facility or back-stopped by an irrevocable standby letter of credit issued by a third party. Our letters of credit issued under our Corporate Revolving Facility used for our commodity procurement and risk management activities at December 31, 2010 include those that were back-stopped of approximately $63 million. The back-stopped letters of credit were returned and extinguished during the first quarter of 2011.
When we entered into our Corporate Revolving Facility on December 10, 2010, the letters of credit issued under our First Lien Credit Facility were either replaced by letters of credit issued by the Corporate Revolving Facility or back-stopped by an irrevocable standby letter of credit issued by a third party. Our letters of credit issued under our Corporate Revolving Facility used for our commodity procurement and risk management activities at December 31, 2010 include those that were back-stopped of approximately $63 million. The back-stopped letters of credit were returned and extinguished during the first quarter of 2011.