Talen Energy Second Quarter Conference Call

Transcription

1 We Generate Energy for a Brighter Tomorrow Talen Energy Second Quarter Conference Call August 4, 2016

2 Disclaimer Forward Looking Statements: Any statements made in this presentation about future operating results or other future events are forward-looking statements under the Safe Harbor Provisions of the Private Securities Litigation Reform Act of Actual results may differ materially from such forward-looking statements. A discussion of factors that could cause actual results or events to vary is contained in the Supplemental Information to this presentation and in the Company s SEC filings, including the factors discussed under Risk Factors in the Company s annual report on Form 10-K for the year ending December 31, Important Information For Investors And Stockholders: This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed acquisition of the Talen Energy by affiliates of Riverstone Holdings LLC will be submitted to the stockholders of the Company for their consideration. See slide 22 for additional information. Talen Energy Corporation

3 Agenda Quarterly Review Transaction Update P. Farr P. Farr Q&A Talen Energy Corporation

4 Second Quarter Highlights Highlights 2Q results in line with expectations - Lower margins from lower energy prices & nuclear availability primarily offset by reduced O&M spending Solid first half of 2016 leads to reaffirmed 2016 guidance ranges Announced definitive merger agreement with Riverstone affiliates on June 3 rd that, when completed, would result in Talen Energy becoming privately held - Stockholders to receive $14.00 per share in cash - Subject to stockholder vote, regulatory approvals and other customary closing conditions - Go-shop period expired on July 12 th without any qualifying superior offers - Completion expected by the end of 2016 Second Quarter Results ($ in millions) Net Income Adjusted EBITDA $408 $367 $122 $148 $171 $132 $26 -$3 2Q YTD 2Q YTD Reaffirmed 2016 Guidance Ranges ($ in millions) Adjusted EBITDA Adjusted FCF $855 $460 $655 $ Adjusted EBITDA 2016 Adjusted FCF Note: Refer to Supplemental Information Regulation G Reconciliations for reconciliation of non-gaap financial measures Talen Energy Corporation

5 Second Quarter Financial Review Adjusted EBITDA Walk Q to Q ($ in millions) $171 ($30) $4 ($7) ($6) $132 Q Adjusted EBITDA Margins O&M Taxes, OTI Other Q Adjusted EBITDA Adjusted EBITDA Highlights Margins: + Higher margins from assets acquired in Divestiture of Ironwood, East hydro & renewable assets - Lower nuclear availability - Lower spark spreads - Lower realized energy prices and generation in Montana - Lower other portfolio margins O&M: + Lower corporate costs following spinoff from PPL Operating costs of assets acquired in Q Results by Segment ($ in millions) Operating Income Adjusted EBITDA 2Q Q Q Q 2016 East $147 $152 $214 $165 West -$20 -$52 -$1 -$20 Other -$92 -$52 -$42 -$13 Total $35 $48 $171 $132 Note: Refer to Supplemental Information Regulation G Reconciliations for reconciliation of non-gaap financial measures Talen Energy Corporation

6 Transaction Update Key Regulatory Approvals: Hart-Scott-Rodino On June 24, 2016, the Antitrust Division of the US Department of Justice and the Federal Trade Commission granted early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended Federal Energy Regulatory Commission (FERC) Application filed on July 15, 2016 and awaiting approval Nuclear Regulatory Commission (NRC) Application filed on June 29, 2016 and awaiting approval New York Public Service Commission (NYPSC) Petition filed on July 15, 2016 and awaiting approval Stockholder Approval: The proposed acquisition will be submitted to the stockholders of the Company for their consideration On July 1, 2016, Talen Energy filed with the SEC a preliminary proxy statement. When completed, a definitive proxy statement and a form of proxy will be filed with the SEC and mailed to the Company s stockholders Definitive proxy statement will include record date and date/location of special stockholder meeting Expect transaction to be completed by the end of 2016 Talen Energy Corporation

7 Supplemental Information Talen Energy Corporation

8 Second Quarter Operational Review Net Generation (GWh) Equivalent Forced Outage Factor (EFOF) 4,453 3,423 3,678 3,250 3,332 3,408 17% 15% , % 1% 0% 2% 3% 8% 0% 2% 7% Gas/Oil - East Nuclear Coal - PJM Hydro Gas - West Coal - MT (1) (1) Gas/Oil - East Nuclear Coal - PJM Hydro Gas - West Coal - MT Q Q Q Q Equivalent Availability Factor (EAF) (2) Safety - TCIR (3) 99% 78% 85% 74% 82% 66% 67% 74% 76% 73% 59% BLS Utility Average 2.4 (4) Gas/Oil - East Nuclear Coal - PJM Hydro Gas - West Coal - MT (1) Q Q Q Q Note: 2015 metrics include only one month of RJS results (acquired in June 2015) metrics exclude MACH Gen asset results (acquired in November 2015) (1) Talen Energy s hydro assets were sold on April 1, 2016, therefore no comparable data exists for Q (2) EAF reflects planned, maintenance and forced outages (3) TCIR Total Case Incidence Rate using OSHA measurement standards (4) Based upon 2014 Bureau of Labor Statistics (BLS) average incident rate for the utilities sector (NAICS 221) Talen Energy Corporation

9 Comparative Operational Statistics Quarter-to-date Net Generation (GWh) Capacity Factor Availability (EAF) EFOF Q Q Q Q Q Q Q Q East: Natural Gas/Oil 4,201 4, % 42.7% 80.7% 85.4% 1.8% 0.7% Nuclear 3,678 3, % 66.3% 73.9% 66.2% 0.1% 2.2% Coal - PJM 4,290 3, % 27.8% 78.4% 66.5% 2.3% 8.0% West: Natural Gas 1,004 1, % 23.7% 75.2% 76.2% 17.8% 1.5% Coal - Montana % 40.3% 72.6% 58.8% 6.6% 15.2% TOTAL GENERATION 13,880 13, % 37.3% 77.7% 73.5% 4.8% 4.1% Year-to-date (1) (2) (1) (2) Net Generation (GWh) Capacity Factor Availability (EAF) EFOF YTD 2015 YTD 2016 YTD 2015 YTD 2016 YTD 2015 YTD 2016 YTD 2015 YTD 2016 East: Natural Gas/Oil 7,165 8, % 38.7% 84.3% 87.2% 2.6% 2.7% Nuclear 8,707 7, % 78.0% 86.8% 77.1% 0.1% 1.1% Coal - PJM 12,078 7, % 30.4% 84.6% 77.2% 2.6% 5.6% West: Natural Gas 1,685 2, % 20.3% 75.0% 80.8% 15.3% 1.1% Coal - Montana 1,590 1, % 52.6% 83.6% 74.0% 5.7% 10.5% TOTAL GENERATION 31,225 27, % 38.5% 83.1% 80.6% 4.6% 3.5% Statistics shown here reflect Talen Energy s current portfolio of assets for comparative and modeling purposes. Statistics for assets no longer owned by Talen Energy are excluded from current and prior year. Statistics for assets acquired during 2015 (RJS and MACH Gen assets) are included for all periods of 2015 for a full, relative comparison. (1) EAF Equivalent Availability Factor, which reflects planned, maintenance and forced outages (2) EFOF Equivalent Forced Outage Factor Talen Energy Corporation

10 Hedging & Commercial Management Hedge Position for Expected Generation Nuclear and Coal Fuel Hedge Position 88% 73% 88% 52% 82% 67% 46% 50% 100% 100% 100% 100% 75% 57% 6% 12% East Nuclear & Coal (1) East Gas/Oil West Coal (2) West Gas Total Portfolio Margin Sensitivities (3) Nuclear East Coal West Coal Average Hedge Prices ($ millions) 2016 $66 $58 $ $126 $134 $ East Segment: PJM Power: Nuclear & Coal ($/MWh) $40-42 $36-38 PJM Consumed Coal (Delivered $/ton) $65-67 $64-67 (1) Spark Spread ($/MWh) $10-12 $15-16 ($45) ($40) Gas +/- $0.50/mmBtu ($70) Heat Rate +/- 1.0 mmbtu/mwh ($106) ($118) Power +/- $5/MWh ($186) West Segment: MT Power: Coal ($/MWh) $35-36 $38-40 MT Consumed Coal (Delivered $/ton) $27-30 $28-31 (2) Spark Spread ($/MWh) $18-19 $25-26 Notes: As of June 30, Hedge detail and sensitivities exclude assets sold in conjunction with FERC mitigation (Ironwood, East hydro and C.P. Crane) (1) 2016 excludes generation from Sapphire portfolio and out of the money heat rate call options related to the Sapphire portfolio that were included in the RJS Power acquisition and expire by the end of 2016 (2) Excludes Harquahala (3) Gas price sensitivity assumes system heat rate is unchanged. Heat Rate sensitivity assumes power prices move and gas price is unchanged. Power price sensitivity assumes gas price is unchanged Talen Energy Corporation

11 Projected Capital Expenditures ($ in millions) $518 $26 $17 $57 $102 $6 $542 $6 $26 $15 $482 $15 $16 $61 $20 $114 $132 $7 $468 $8 $6 $1 $4 $50 $17 $6 $422 $39 $14 $- $137 $82 $143 $228 $305 $295 $257 $ (1) Sustenance Nuclear Fuel Growth Information Technology Environmental Regulatory Discretionary (2) (1) Updated to reflect addition of approximately $70 million related to projected plant modifications for the Montour co-fire project and removal of approximately $15 million of capitalized interest and expenditures related to the Bell Bend nuclear project due to the full impairment in 2Q 2016 (2) Reflects Talen Energy s best estimate of environmental capital expenditures that may be required through Actual costs may be significantly lower or higher depending on the final compliance expenses, which are not now determinable, but could be significant Talen Energy Corporation

12 Liquidity Available Liquidity ($ millions) Liquidity Sources 3/31/2016 6/30/2016 (1) Cash $ 465 $ 1,144 Liquidity facility arrangements 3,810 3,810 Total Liquidity $ 4,275 $ 4,954 Less: Current liquidity facility usage Total Available Liquidity $ 3,873 $ 4,206 Liquidity Facility Arrangements ($ millions) As of June 30, 2016 (2) Expiration Outstanding LCs / Total Cash / Facility Date Capacity Lien-Based Borrowed Unused Capacity (1) Cash $ 1, $ 1,144 (3) CDS Backed Jun New MACH Gen Revolver Jul $ 32 $ (4) Secured Trading Dec-20 1, ,237 Talen Revolver Jun-20 1, ,305 Total $ 4,954 $ 290 $ 458 $ 4,206 (1) Total cash & cash equivalents including restricted cash used in collateral postings of $53 million at June 30, 2016 and $72 million at March 31, 2016 (2) Letters of Credit (3) Facility allows Talen Energy Supply to request up to $500 million of committed unsecured letter of credit capacity at fees to be agreed upon at the time of each request, based on certain market conditions (4) Facility allows Talen Energy Supply to receive credit to satisfy collateral posting obligations related to Talen Energy s energy marketing and trading activities Talen Energy Corporation

13 Long-term Debt Maturities ($ in millions) Talen Energy Supply, LLC & Beyond Total 2021 Senior Notes: Maturity (yr) Talen ES 6.50% 2018 $ - $ - $ 400 $ - $ - $ - $ 400 Talen ES 4.625% , ,220 Talen ES 4.60% Talen ES 6.50% Talen ES 6.00% Total Senior Notes $ - $ - $ 400 $ 1,220 $ - $ 1,512 $ 3,132 Municipal Bonds: Maturity (yr) Talen ES 6.40% Series A (1) Talen ES 5.00% Series B (1) Talen ES 5.00% Series C Total Municipal Bonds $ - $ - $ - $ - $ 131 $ 100 $ New MACH Gen, LLC Maturity (yr) (2) Term Loan B Total Maturities $ 2 $ 5 $ 424 $ 1,244 $ 179 $ 1,980 $ 3,834 Note: As of June 30, 2016 (1) Bonds are subject to mandatory repurchase and optional remarketing in 2020 (2) Annual interest rate is equivalent to 12-month LIBOR plus 5.50%. Maturities reflect principal amortization Talen Energy Corporation

14 Talen Energy Corporate Structure Talen Energy Corporation (NYSE: TLN) Talen Energy Holdings, Inc. Talen Energy Supply, LLC $3,363mm Senior Unsecured Notes Outstanding Legacy Energy Supply Subs RJS Subs MACH Gen LLC $471mm New MACH Gen Term Loan B (1) (in millions) First Lien New MACH Gen Term Loan B $ 471 Senior Unsecured Talen Energy Supply Notes 3,363 Total Long-Term Debt $ 3,834 As of June 30, 2016 (1) Debt is non-recourse to Talen Energy entities other than the MACH Gen entities Talen Energy Corporation

15 Talen Energy Asset Overview Asset Location Fuel Type Ownership Net Heat Rate (Btu / kwh) Owned Capacity (1) COD Region East Assets Nuclear & Coal Susquehanna PA Nuclear 90% N/A 2, PJM-MAAC Brandon Shores MD Coal 100% 10,252 1, PJM-SWMAAC Brunner Island PA Coal 100% 9,842 1, PJM-MAAC Conemaugh PA Coal 16% 9, PJM-MAAC Keystone PA Coal 12% 9, PJM-MAAC Montour PA Coal 100% 9,661 1, PJM-MAAC H.A. Wagner MD Coal/NG/Oil 100% 10, PJM-SWMAAC Natural Gas / Oil Athens NY Natural Gas 100% 7, NYISO Bayonne NJ Natural Gas/Oil 100% 8, PJM-PS North Camden NJ Natural Gas/Oil 100% 8, PJM-PSEG Dartmouth MA Natural Gas/Oil 100% 8,715 (CCGT) / 11,326 (Peaker) ISO-NE Elmwood Park NJ Natural Gas/Oil 100% 9, PJM-PS North Lower Mt. Bethel PA Natural Gas 100% 7, PJM-MAAC Martins Creek 3&4 PA Natural Gas/Oil 100% 11,744 (Gas) / 10,676 (Oil) 1, PJM-MAAC Millennium MA Natural Gas 100% 6, ISO-NE Newark Bay NJ Natural Gas/Oil 100% 8, PJM-PS North Pennsylvania Peakers PA Natural Gas/Oil 100% Various PJM-MAAC Pedricktown NJ Natural Gas/Oil 100% 8, PJM-EMAAC York PA Natural Gas 100% 9, PJM-MAAC Renewables Renewables PA Renewable 100% Various 7 Various PJM-MAAC East Subtotal 12,646 Natural Gas / Oil West Assets Barney Davis 1 TX Natural Gas 100% 10, ERCOT-South Barney Davis 2 TX Natural Gas 100% 7, ERCOT-South Laredo 4 TX Natural Gas 100% 8, ERCOT-South Laredo 5 TX Natural Gas 100% 8, ERCOT-South Harquahala AZ Natural Gas 100% 7,100 1, WECC Nueces Bay 7 TX Natural Gas 100% 7, ERCOT-South Coal Colstrip 1 & 2 MT Coal 50% 10, , 1976 WECC Colstrip 3 MT Coal 30% 10, , 1986 WECC West Subtotal 3,362 Total Talen Energy 16,008 (1) Summer rating Talen Energy Corporation

16 Regulation G Reconciliations Quarter-to-date Adjusted EBITDA Three Months Ended June 30, ($ in millions) East West Other Total East West Other Total Net income (loss) $ (3) $ 26 Interest expense Income taxes (3) (43) Other (income) expense - net (6) (3) Operating income (loss) $ 152 $ (52) $ (52) $ 48 $ 147 $ (20) $ (92) $ 35 Depreciation Other income (expense) - net 4 (1) (1) 3 EBITDA $ 253 $ (42) $ (48) $ 163 $ 233 $ (16) $ (92) $ 125 Margins: Unrealized (gain) loss on derivative contracts (a) (22) 15 (7) Terminated derivative contracts (b) (13) (13) Revenue adjustment (c) 7 7 Other (d) Operation and maintenance: Stock-based compensation expense (e) ARO accretion, net Impairments (f) (Gain) loss on dispositions (g) (423) (423) TSA costs Separation benefits Transaction and restructuring costs (i) Other (5) (5) 3 3 Other income (expense): (Gain) loss from NDT funds (9) (9) (4) (4) Adjusted EBITDA $ 165 $ (20) $ (13) $ 132 $ 214 $ (1) $ (42) $ 171 Note: Please refer to Regulation G Reconciliation footnotes for year-to-date Adjusted EBITDA on slide 18 Talen Energy Corporation

17 Regulation G Reconciliations Year-to-date Adjusted EBITDA ($ in millions) Six Months Ended June 30, East West Other Total East West Other Total Net income (loss)... $ 148 $ 122 Interest expense Income taxes Other (income) expense - net... (12) (10) Operating income (loss)...$ 544 $ (80) $ (105) $ 359 $ 378 $ (21 ) $ (144) $ 213 Depreciation Other income (expense) - net (1) 10 EBITDA...$ 745 $ (56) $ (100) $ 589 $ 548 $ (17 ) $ (144) $ 387 Margins: Unrealized (gain) loss on derivative contracts (a) (70) 17 (53) Terminated derivative contracts (b)... (13) (13) Revenue adjustment (c) Other (d) Operation and maintenance: Stock-based compensation expense (e) ARO accretion, net Impairments (f) (Gain) loss on dispositions (g)... (563 ) (563 ) TSA costs Separation benefits Corette closure costs (h) Transaction and restructuring costs (i) Legal contingency (j) Other... (8 ) (8 ) 3 3 Other income (expense): (Gain) loss from NDT funds... (13 ) (13 ) (10 ) (10 ) Adjusted EBITDA... $ 441 $ (30) $ (44) $ 367 $ 486 $ 4 $ (82) $ 408 Note: Please refer to Regulation G Reconciliation footnotes for year-to-date Adjusted EBITDA on slide 18 Talen Energy Corporation

18 Regulation G Reconciliations Adjusted EBITDA Footnotes a) Represents unrealized (gains) losses on derivatives. Amounts have been adjusted for insignificant option premiums for the three months ended June 30, 2016 and 2015, and $6 million and $9 million for the six months ended June 30, 2016 and 2015 b) Represents net realized gains on certain derivative contracts that were terminated due to the spinoff transaction c) Related to a prior period revenue adjustment for the receipt of revenue under a transmission operating agreement with Talen Energy Supply's former affiliate, PPL Electric Utilities Corporation d) Includes OCI amortization on non-active derivative positions e) For the periods prior to June 2015, represents the portion of PPL's stock-based compensation cost allocable to Talen Energy f) Relates to Bell Bend Combined Operating License Application costs and Harquahala plant impairments g) Relates to Ironwood, Holtwood, Lake Wallenpaupack and C.P. Crane sales h) Operations were suspended and the Corette plant was retired in March 2015 i) Costs related to the spinoff transaction, including expenses associated with the FERC-required mitigation and legal and professional fees. Also includes transaction costs related to the proposed merger with Riverstone affiliates that was announced in June 2016 j) Contingency relates to the termination of a gas supply contract Talen Energy Corporation

19 Regulation G Reconciliations Year-to-Date Adjusted Free Cash Flow ($ in millions) Six Months Ended June 30, Cash from Operations $ 207 $ 355 Capital Expenditures, excluding growth (a)... (235) (197) Counterparty collateral paid (received) (36) Adjusted Free Cash Flow, including other adjustments Cash adjustments: Transition Services Agreement costs Legal settlement (b)... 3 Separation benefits Corette closure costs (c)... 4 Transaction and restructuring costs (d) Taxes on above adjustments (e)... (26) (11) Adjusted Free Cash Flow... $ 67 $ 137 (a) Includes expenditures related to intangible assets (b) Contingency relates to the termination of a gas supply contract (c) Operations were suspended and the Corette plant was retired in March 2015 (d) Costs related to the spinoff transaction, including FERC-required mitigation plan expenses and legal and professional fees. Also includes transaction costs related to the proposed merger with Riverstone affiliates that was announced in June 2016 (e) Assumed a marginal tax rate of 40% Talen Energy Corporation

20 Regulation G Reconciliations Adjusted EBITDA Forecast ($ in millions) Low E Midpoint E High E Net Income (Loss) $ 107 $ 167 $ 227 Income Taxes Interest Expense Depreciation and Amortization EBITDA ,043 Stock-based compensation Asset retirement obligation, net Unrealized (gains) losses on derivative contracts (a) Nuclear decommissioning trust losses (gains)... (18) (18) (18) (Gain) loss on sale (b)... (563) (563) (563) Asset impairments (c) Transition Services Agreement costs and other adjustments (d) Adjusted EBITDA $ 655 $ 755 $ 855 (a) (b) (c) (d) Represents unrealized (gains) losses on derivatives. Amounts have been adjusted for insignificant option premiums Relates to Ironwood, Holtwood, Lake Wallenpaupack and C.P. Crane sales Relates to Bell Bend Combined Operating License Application costs and Harquahala plant impairments Other includes: (i) costs related to the spinoff transaction, including FERC-required mitigation plan expenses and legal and professional fees; (ii) separation benefits related to workforce reductions; and (iii) costs related to the proposed merger with Riverstone affiliates that was announced in June 2016 Talen Energy Corporation

21 Regulation G Reconciliations Adjusted Free Cash Flow Forecast ($ in millions) Low E Midpoint E High E Cash from Operations (a) $ 321 $ 401 $ 481 Capital Expenditures, excluding growth (b)... (467) (447) (427) Counterparty collateral paid (received) Transition Services Agreement costs Legal settlement (c) Separation benefits Transaction and restructuring costs (d) Taxes on above adjustments (e)... (33) (33) (33) Taxes on mitigated asset sales (f) Adjusted Free Cash Flow $ 260 $ 360 $ 460 (a) Excludes taxes paid on gains generated from the mitigated asset sales (b) Includes expenditures related to intangible assets (c) Contingency relates to the termination of a gas supply contract (d) Costs related to the spinoff transaction, including FERC-required mitigation plan expenses and legal and professional fees. Also includes costs related to the proposed merger with Riverstone affiliates that was announced in June 2016 (e) Assumed a marginal tax rate of 40% (f) Estimated taxes associated with asset sales included in Cash from Operations Talen Energy Corporation

22 Important Information For Investors and Stockholders This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed acquisition of Talen Energy (the Merger ) by affiliates of Riverstone Holdings LLC ( Riverstone ) will be submitted to the stockholders of Talen Energy for their consideration. On July 1, 2016, Talen Energy filed with the Securities and Exchange Commission ( SEC ) a preliminary proxy statement in connection with the Merger. When completed, a definitive proxy statement and a form of proxy will be filed with the SEC and mailed to Talen Energy stockholders. Talen Energy also plans to file other documents with the SEC regarding the Merger. Investors and security holders of Talen Energy are urged to read the proxy statement and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the Merger. Investors and stockholders will be able to obtain free copies of the proxy statement and other documents containing important information about Talen Energy and Riverstone, once such documents are filed with the SEC, through the website maintained by the SEC at Copies of the documents filed with the SEC by Talen Energy will be available free of charge on Talen Energy s website at under the Investors & Media section or by contacting Talen Energy s Investor Relations Department at (610) Talen Energy and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Talen Energy in connection with the Merger. Information about the directors and executive officers of Talen Energy is set forth in its proxy statement for its 2016 annual meeting of stockholders, which was filed with the SEC on April 12, This document can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. Talen Energy Corporation

23 Forward-Looking Information Statement Statements contained in this presentation, including statements with respect to future earnings, EBITDA, Adjusted EBITDA or Adjusted Free Cash Flow results, cash flows, tax attributes, financing, regulation, closing of the Merger, completion of co-firing projects and litigation settlement are "forwardlooking statements" within the meaning of the federal securities laws. These statements often include such words as "believe," "expect," "anticipate," "intend," "plan," "estimate," "target," "project," "forecast," "seek," "will," "may," "should," "could," "would" or similar expressions. Although Talen Energy believes that the expectations and assumptions reflected in these forward-looking statements are reasonable, these statements are subject to a number of risks and uncertainties, and actual results may differ materially from the results discussed in the statements. Among the important factors that could cause actual results to differ materially from the forward-looking statements are: failure to complete the Merger, as a result of the failure to obtain necessary stockholder or regulatory approvals or otherwise; the payment by Talen Energy of a termination fee if the Merger Agreement is terminated in certain circumstances; the loss of key customers and suppliers resulting from any uncertainties associated with the Merger; the negative impact on Talen Energy's business and the market price for Talen Energy's common stock should the Merger not be consummated; ability to secure final approval of the Colstrip settlement agreement from the federal court; adverse economic conditions; changes in commodity prices and related costs; the effectiveness of Talen Energy's risk management techniques, including hedging; accounting interpretations and requirements that may impact reported results; operational, price and credit risks in the wholesale and retail electricity markets; Talen Energy's ability to forecast the actual load needed to perform full-requirements sales contracts; weather conditions affecting generation, customer energy use and operating costs and revenues; disruptions in fuel supply; circumstances that may impact the levels of coal inventory that are held; the performance of transmission facilities and any changes in the structure and operation of, or the pricing limitations imposed by, the RTOs and ISOs that operate those facilities; blackouts due to disruptions in neighboring interconnected systems; competition; federal and state legislation and regulation; costs of complying with environmental and related worker health and safety laws and regulations; the impacts of climate change; the availability and cost of emission allowances; changes in legislative and regulatory policy; security and safety risks associated with nuclear generation; Talen Energy's level of indebtedness; the terms and conditions of debt instruments that may restrict Talen Energy's ability to operate its business; the performance of Talen Energy's subsidiaries and affiliates, on which its cash flow and ability to meet its debt obligations largely depend; the risks inherent with variable rate indebtedness; disruption in financial markets; Talen Energy's ability to access capital markets; acquisition or divestiture activities, and Talen Energy's ability to realize expected synergies and other benefits from such business transactions, including in connection with the completed MACH Gen acquisition; changes in technology; any failure of Talen Energy's facilities to operate as planned, including in connection with scheduled and unscheduled outages; Talen Energy's ability to optimize its competitive power generation operations and the costs associated with any capital expenditures, including the Brunner Island and Montour dual-fuel projects; significant increases in operation and maintenance expenses; the loss of key personnel, the ability to hire and retain qualified employees and the impact of collective labor bargaining negotiations; war, armed conflicts or terrorist attacks, including cyber-based attacks; risks associated with federal and state tax laws and regulations; any determination that the transaction that formed Talen Energy does not qualify as a tax-free distribution under the Internal Revenue Code; Talen Energy's ability to successfully integrate the RJS Power businesses and to achieve anticipated synergies and cost savings as a result of the spinoff transaction and combination with RJS Power; costs of complying with reporting requirements as a newly public company and any related risks of deficiencies in disclosure controls and internal control over financial reporting as a standalone entity; and the ability of affiliates of Riverstone, to exercise influence over matters requiring Board of Directors and/or stockholder approval. Any such forward-looking statements should be considered in light of such important factors and in conjunction with Talen Energy's Form 10-K for the year ended December 31, 2015 and its other reports on file with the SEC. Talen Energy Corporation

24 Definitions of Non-GAAP Financial Measures EBITDA as presented in this presentation represents net income (loss) before interest expense, income taxes, depreciation and certain amortization. Adjusted EBITDA represents EBITDA further adjusted for certain non-cash and other items that management believes are not indicative of ongoing operations, including, but not limited to, unrealized gains and losses on derivative contracts, stock-based compensation expense, asset retirement obligation accretion, gains and losses on securities in the nuclear decommissioning trust fund, impairments, gains or losses on sales, dispositions or retirements of assets, debt extinguishments, and transition, transaction and restructuring costs. EBITDA and Adjusted EBITDA are not intended to represent cash flows from operations or net income (loss) as defined by U.S. GAAP as indicators of operating performance and are not necessarily comparable to similarly-titled measures reported by other companies. Talen Energy believes EBITDA and Adjusted EBITDA are useful to investors and other users of its financial statements in evaluating its operating performance because they provide additional tools to compare business performance across companies and across periods. Talen Energy believes that EBITDA is widely used by investors to measure a company s operating performance without regard to such items as interest expense, income taxes, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired. Additionally, it believes that investors commonly adjust EBITDA information to eliminate the effect of restructuring and other expenses, which vary widely from company to company and impair comparability. Talen Energy adjusts for these and other items, as its management believes that these items would distort their ability to efficiently view and assess its core operating trends. In summary, Talen Energy s management uses EBITDA and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as measures for planning and forecasting overall expectations and for evaluating actual results against such expectations, and in communications with its Board of Directors, shareholders, creditors, analysts and investors concerning its financial performance. Adjusted Free Cash Flow as presented in this presentation represents Cash from Operations less capital expenditures, excluding growth-related capital expenditures, adjusted for changes in counterparty collateral and further adjusted for after-tax transaction and restructuring costs, and certain other after-tax cash items that management believes are not indicative of ongoing operations. Adjusted Free Cash Flow should not be considered an alternative to Cash from Operations, which is determined in accordance with U.S. GAAP. Talen Energy believes that Adjusted Free Cash Flow, although a non-u.s. GAAP measure, is an important measure to both management and investors as an indicator of the company s ability to sustain operations without additional outside financing beyond the requirement to fund maturing debt obligations. These measures are not necessarily comparable to similarly-titled measures reported by other companies as they may be calculated differently. Net debt as presented in this presentation represents total debt less cash and cash equivalents. Talen Energy Corporation