Talen Energy EEI Financial Conference

Transcription

1 We Generate Energy for a Brighter Tomorrow Talen Energy EEI Financial Conference November 9-10, 2015

2 Safe Harbor 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 prospectus filed with the SEC pursuant to Rule 424(b)(3) on November 3, 2015 and the Company s most recently filed Quarterly Report on Form 10-Q. Talen Energy Corporation

3 Talen Energy Overview Talen Energy Highlights Geographic and Fuel Diverse Fleet Assets primarily located in the largest and most liquid, competitive electricity markets in the United States: PJM, ERCOT, NYISO and ISO- NE Capacity by Fuel Type Capacity by Market A highly diverse merchant generation fleet designed to capture value under a variety of market conditions including: 16,192 MW PJM - Flexible gas plants located in regions with access to low-price natural gas - Highly efficient coal units positioned to capture margins in moderate to peak load environments and periods of higher gas prices - Significant carbon-free nuclear capacity MT NY PA NJ MD MA Strong balance sheet - Well-positioned at 3.8x Net Debt-to-Adjusted EBITDA at 12/31/2016 considering expected proceeds from announced asset sales AZ TX Fuel Type Gas Dual Fuel Coal Nuclear Hydro Oil Operating Capacity (MW) < ,000 > 1,000 Reflects announced sales of Ironwood the East hydroelectric plants and 399 MW C.P. Crane Talen Energy Corporation

4 Talen Energy s Strategy Safety & Excellent Plant Operations Safety is a core value Value is built on a foundation of excellence in operations Strong unit availability and performance during extreme load periods Talen Energy Priorities Strategic Balance Sheet Management Strong Cash Returns Active Hedging & Portfolio Management The balance sheet is a strategic asset Enhanced flexibility and capacity Absorb volatility and pursue growth opportunities Management incentives aligned with investors driven by EBITDA and free cash flow Cash generation fuels growth and investment opportunities Investment for growth subject to rigorous returns-based analysis Primary focus on delivering visibility 1-year forward Manage and monetize intra-year volatility Retail activities oriented to hedge the generation fleet in related markets Growth Focus Growth in value, not size alone Right assets in the right markets Not restricted by markets or fuel types Talen Energy Corporation

5 Strong Financial Position Financial Highlights $3.0 billion of liquidity and a balance sheet that is less levered than IPP peers help to withstand the volatility of the commodity market Talen Energy s experience commercial team actively manages the forward hedge position providing stability to near-term cash flows ~80% of Talen Energy s generation is located in markets that provide capacity revenues to generators offering additional cash flow support Active Commercial Management 98% 92% 98% 85% 96% Portfolio Targets: 75% 1-year forward 25% 2-years forward Significant Liquidity to Support Operations ($ in millions) $3,500 $3,000 $2,500 $2,000 $1,500 $1,000 $500 $- Note: As of 930/2015 Key foundation throughout commodity cycles $2,998 $2,664 Available (2)(3) $1,850 $500 $648 Cash CDS Backed Syndicated Substantial, Visible Capacity Revenues ($ in millions) Does not reflect additional upside from uncleared capacity (4) 67% 56% 63% 60% $605 $560 $545 $570 Note: As of 09/30/ East Nuclear, Coal & Hydro East Gas/Oil Montana Coal West Gas/Oil Total Portfolio Excludes $800 million secured trading facility (2) $334 million of letters of credit outstanding on the $1,850 million syndicated secured credit facility as of 9/30/2015 (3) In October 2015, Talen Energy borrowed $400 million under the syndicated secured credit facility to finance a portion of the MACH Gen acquisition (4) Projected capacity revenues for PJM and ISO-NE generation facilities based on cleared MW Talen Energy Corporation %

6 Capital Allocation Capital Priorities Post MACH Gen transaction, de-levering the balance sheet with substantial proceeds from asset sales - Pay down revolver used to finance a portion of the transaction and other maturing & pre-payable debt Will continue to assess growth opportunities to diversify the portfolio in an accretive manner Leverage Lane of 3x 5x Net Debt / Adj. EBITDA - 3x bias towards growth investment/capital return - 5x bias towards debt retirement Long-term Maturities / Pre-payable Debt $400 $578 $301 $391 $400 (2) $1,220 $1, & Beyond Maturing Debt Pre-payable Debt (3) Revolving Credit Facility (4) Leverage Lane: Net Debt / Adjusted EBITDA Before and After Asset Sale Proceeds Leverage ticks upward due to MACH Gen acquisition 5.0 x 3.0 x 4.8x 3.8x 5.0 x 3.0 x Expect to use mitigation proceeds to pay down revolver and additional cash available to extinguish maturing and prepayable debt $300 million 5.70% REset Put Securities due 2035 were repurchased and retired on October 15, In connection with the repurchase, Talen Energy Supply paid $134 million to terminate the remarketing of the notes (2) Maturing debt includes $41 million for Talen Ironwood LLC s 8.857% senior notes that are expected to be repaid and retired in Q in connection with the announced sale of Ironwood (3) Pre-payable debt reflects existing debt at New MACH Gen, LLC, including $475 million under a Term Loan B facility and approximately $103 million drawn under a revolving credit facility. The Term Loan B is eligible to be paid down without a make whole premium starting in July 2016 (4) $400 million Talen Energy Supply revolver draw to partially fund the MACH Gen acquisition expected to be paid down in 2016 with proceeds from announced asset sales Talen Energy Corporation

7 Achieving Key Priorities Catalyst 2018/19 PJM Capacity Auction Results Expected Timing Q Announce Mitigation Divestitures MACH Gen Closing/Begin Integration Q Q Brunner Island Dual-Fuel Project Keystone & Conemaugh Operational Improvements Harquahala Optimization Montour Dual-Fuel Project Q COD Execution on these fronts expected to enhance shareholder value Project under review and dependent on development of certain natural gas pipelines Talen Energy Corporation

8 Brunner Island Dual-Fuel Project Very attractive capital allocation that supports plant upside & creates substantial value at low gas prices Project Overview, Scope and Cost Install natural gas firing capability on all 3 Brunner Island generating units - Location near Marcellus/Utica provides significant spark spread margin opportunity Retain current 100% coal firing capabilities - Boiler modifications will allow use of either coal or gas, or combinations of the two - Flexibility to seamlessly change fuel blend during operation - Enhances station s risk/reward profile relative to PJM s Capacity Performance product Key aspects of the project include: - Construction of a 3 mile long pipeline from the existing Texas Eastern Pipeline to the plant - Modification of existing oil fired duct burners and igniters to also burn natural gas Total estimated cost of less than $110 million - $6 million spent to date Project completion projected by end of 2016 $300 $200 $ Projected Economic Benefit ($ in millions) $0 +45% Gas, +25% Pwr Project Milestones Pipeline Permitting Complete Project NPV Base Case 2016 Pipeline Construction Complete -45% Gas, -25% Pwr Target COD 2017 Talen Energy Corporation

9 Harquahala: Multiple Paths to Value Harquahala Highlights Efficient 7,100 heat rate CCGT plant in southwestern Arizona with 1,092 MW of capacity Adequate water supply provides competitive advantage Current market dynamics have limited the operational capability of a high quality plant - Sub-20% capacity factors despite very strong performance at a 99% or greater reliability factor over the past 3 years - Produces negative EBITDA and FCF Well-positioned to capture value as Desert Southwest faced with 111(d) compliance Location Limits Market Opportunity Potential partial or full sale to local load serving entity Multiple Opportunities to Deliver Value Achieve fleet wide Long-term Service Agreement (LTSA) savings across Talen Energy's nine 501G/F units New transmission access into California-ISO under development Move and relocate plant to another site $50 million to >$150 million Monetize station for parts value Talen Energy Corporation

10 Talen Energy Investment Highlights Focused Purpose Power production and marketing through wholesale and retail channels Best Markets With the addition of MACH Gen, have presence in the most constructive and liquid competitive markets Superior Fleet Modern gas, flexible dual-fuel, low-cost nuclear and efficient supercritical coal requiring modest environmental capital for known requirements. Strong fleet wide reliability Attractive Value Strong free cash flow generation and lower financial leverage relative to peers Value Catalysts Brunner Island dual-fuel project, Keystone & Conemaugh Operational Improvements, Harquahala optimization, Gas infrastructure improvements at Athens and Millennium Talen Energy Corporation

11 Supplemental Information Talen Energy Corporation

12 2015 EBITDA and FCF ($ in millions) Prior 2015 Guidance Updated 2015 Guidance Low Mid High Low Mid High Adjusted EBITDA $935 $1,010 $1,085 $1,050 $1,075 $1,100 (excluding MACH Gen Contribution) +$115 +$65 +$15 (2) Adjusted Free Cash Flow $265 $340 $415 $375 $400 $425 (excluding MACH Gen Contribution) +$110 +$60 +$10 Projected Net Debt Outstanding at 12/31/2015 $3,700 $3,500 (excluding MACH Gen Financing) (3) Projected Net Debt / Adjusted EBITDA 3.7x 3.3x Strong performance leads to over 6% increase to Adjusted EBITDA midpoint & ~18% increase to Adjusted FCF midpoint Notes: Refer to Supplemental Information Regulation G Reconciliations for reconciliation of non-gaap financial measures 2015 forecasts include twelve months of performance from RJS, including the five-month period prior to the acquisition and an adjustment for PPL allocations not expected to continue in future periods projections have not been adjusted to reflect the acquisition of MACH Gen or the sale of Talen Renewable Energy, which both closed on November 2, Does not reflect announced sales of Ironwood, East Hydro and C.P. Crane which are expected to close in Q (2) Does not include growth capex of $38 million (3) Includes $170 million in projected short-term debt outstanding Talen Energy Corporation

13 2016 EBITDA and FCF ($ in millions) Prior 2016 Estimate 2016E 2016E Adjusted for MACH Adjustment for Adjusted Gen & Sale of Talen Ironwood, East Hydro Projections (2) Renewable Energy & Crane Sales Adjusted EBITDA $990 ($145) $845 (3) (4) Adjusted Free Cash Flow $310 ($50) $260 Projected Net Debt at 12/31/2015 $4,785 (5) Projected Net Debt at 12/31/2016 $3,200 (including MACH Gen Financing) (including net asset sale proceeds) Projected Net Debt / Adjusted EBITDA 4.8x 3.8x Substantial Asset Sale Proceeds Expected to Drive Down Talen Energy s Leverage Notes: Refer to Supplemental Information Regulation G Reconciliations for reconciliation of non-gaap financial measures Does not reflect sales of Ironwood, East Hydro and C.P. Crane (2) Adjustment reflects full year projections for Ironwood, East Hydro or C.P. Crane announced sales, which are expected to close in Q (3) Does not include growth capex of $85 million (4) Reflects $35 million of after-tax interest savings by retiring debt with asset sale proceeds (5) Reflects gross proceeds from announced sales of Ironwood, East Hydro and C.P Crane less marginal taxes and 2016 projected change in cash Talen Energy Corporation

14 Operational Statistics Quarter-to-date Q Q Q Q Q Q Q Q East: Coal - PJM 6,273 3, % 28.4% 92.4% 87.4% 1.0% 2.7% Coal - Montana 1,027 1, % 82.1% 92.7% 91.1% 7.1% 4.1% Hydro % 19.5% 97.5% 62.4% 0.1% 2.9% (3) Natural Gas Combined Cycle 2,304 2, % 98.2% 88.5% 97.1% 1.6% 2.8% Natural Gas/Oil 2,256 1, % 24.0% 91.4% 96.5% 3.3% 0.8% Nuclear 4,982 4, % 91.0% 99.7% 90.0% 0.0% 1.0% West: Natural Gas 1, % 23.7% 95.7% 94.5% 2.8% 5.0% TOTAL GENERATION 18,227 14, % 44.1% 93.5% 90.8% 1.8% 2.5% Year-to-date (4)(5) Net Generation (GWh) Capacity Factor Availability Net Generation (GWh) Capacity Factor Availability YTD 2015 YTD 2014 YTD 2015 YTD 2014 YTD 2015 YTD 2014 YTD 2015 YTD 2014 East: Coal - PJM 18,462 19, % 48.2% 86.1% 85.4% 2.1% 2.6% Coal - Montana 2,770 2, % 64.1% 87.5% 80.1% 5.8% 12.0% Hydro % 39.9% 98.5% 83.8% 0.2% 1.9% (3) Natural Gas Combined Cycle 6,981 7, % 89.6% 88.7% 90.1% 1.9% 3.9% Natural Gas/Oil 4,481 2, % 15.6% 84.4% 91.0% 2.9% 2.3% Nuclear 13,690 11, % 81.1% 91.2% 80.1% 0.0% 0.4% West: Natural Gas 2,654 2, % 22.3% 78.7% 84.6% 16.9% 3.0% TOTAL GENERATION 49,750 47, % 47.7% 86.2% 85.7% 3.8% 2.4% EAF Equivalent Availability Factor, which includes scheduled outages (2) EFOF Equivalent Forced Outage Factor (3) Includes Ironwood and Lower Mount Bethel (4) Includes nine month RJS operating statistics for comparative purposes (5) Includes Corette Talen Energy Corporation (2) EFOF (2) EFOF

15 Hedging & Commercial Management Expected Generation Hedge Position Coal and Nuclear Fuel Hedge Position 98% 92% 98% 85% 96% Portfolio Targets: 75% 1-year forward 25% 2-years forward 100% 97% 100% 100% 100% 67% 56% 63% 60% 54% 0% East Nuclear, Coal & Hydro East Gas/Oil Montana Coal West Gas/Oil Total Portfolio Note: Excludes expected generation from MACH Gen assets, which are expected to be unhedged at acquisition date Margin Sensitivities ($ millions) Nuclear East Coal West Coal Average Hedge Prices 2015 $16 $9 $17 $18 ($13) ($8) ($15) $182 $ $221 $ East Segment: PJM Power: Nuclear, Coal, Hydro ($/MWh) $41-42 $40-42 PJM Consumed Coal (Delivered $/ton) $71-72 $67-70 (2) Spark Spread ($/MWh) $14-15 $12-13 MT Power: Coal ($/MWh) $40-41 $36-38 MT Consumed Coal (Delivered $/ton) $26-28 $27-33 Gas +/- $0.50/mmBtu Heat Rate +/- 1.0 mmbtu ($131) Power +/- $5/MWh ($109) ($172) ERCOT 1 Offer Cap West Segment: Spark Spread ($/MWh) $ Notes: As of September 30, hedge position and sensitivities reflect announced assets sales of Ironwood, the East Hydros and C.P. Crane 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 (2) Excludes 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 Talen Energy Corporation

16 Projected Capital Expenditures ($ in millions) Updated to reflect MACH Gen Acquisition & Anticipated Sales of Ironwood, East Hydro & C.P. Crane $452 $29 $31 $45 $38 $2 $560 $25 $28 $42 $85 $85 $6 $464 $23 $37 $21 $120 $6 $1 $6 $476 $20 $13 $126 $11 $1 $6 $405 $32 $11 $129 $2 $1 $101 $206 $289 $256 $299 $ Sustenance Nuclear Fuel Growth Information Technology Environmental Regulatory Discretionary Reflects RJS Power expenditures for the five months of 2015 prior to the acquisition Talen Energy Corporation

17 Liquidity Available Liquidity Liquidity Facilities as of 9/30/2015 ($ millions) ($ millions) 9/30/2015 6/30/2015 $3,500 Cash & cash equivalents $648 $352 Credit facility commitments 2,350 2,350 $3,000 $2,998 $2,664 Available (2)(3) Total Liquidity $2,998 $2,702 Less: Current credit facility usage $2,500 $2,000 $1,850 (3) Total Available Liquidity $2,664 $2,393 $1,500 $1,000 $500 Substantial liquidity to support asset optimization $500 $- $648 Cash CDS Backed Syndicated Excludes $800 million secured trading facility (2) $334 million of letters of credit outstanding on the $1,850 million syndicated secured credit facility as of 9/30/2015 (3) In October 2015, Talen Energy borrowed $400 million under the syndicated secured credit facility to finance a portion of the MACH Gen acquisition Talen Energy Corporation

18 Long-term Debt Maturities ($ in millions) 2020 Talen Energy Supply, LLC & Beyond Senior Notes: Maturity (yr) Talen ES 5.70% Talen ES 6.20% Talen ES 6.50% Talen ES 5.125% ,220 - Talen ES 4.60% Talen ES 6.50% Talen ES 6.00% Total Senior Notes ,220 1,512 Municipal Bonds: Maturity (yr) Talen ES variable-rate Series A (2) Talen ES variable-rate Series B (2) Talen ES variable-rate Series C Total Municipal Bonds Talen Ironwood, LLC Maturity (yr) (3) Talen Ironwood 8.857% Total Maturities ,220 1,743 Note: As of September 30, 2015 $300 million 5.70% REset Put Securities due 2035 were repurchased and retired on October 15, In connection with the repurchase, Talen Energy Supply paid $134 million to terminate the remarketing of the notes in October (2) Bonds are subject to mandatory repurchase and optional remarketing in 2020 (3) Talen Ironwood LLC s 8.857% senior notes are expected to be repaid and retired in Q in connection with the announced sale of Ironwood Talen Energy Corporation

19 Talen Energy Corporate Structure Talen Energy Corporation (NYSE: TLN) Talen Energy Holdings, Inc. Talen Energy Supply, LLC $4,013mm Senior Unsecured Notes Outstanding Legacy Energy Supply Subs RJS Subs MACH Gen LLC $42mm Ironwood Senior Secured Notes Outstanding $475mm MACH Gen Term Loan B (in millions) First Lien New MACH Gen Term Loan B $ 475 Senior Secured Talen Ironwood Notes 42 Senior Unsecured Talen Energy Supply Notes 4,013 Total Long-Term Debt $ 4,530 As of September 30,2015 Note: Reflects Talen Energy capital structure post closing of MACH Gen acquisition on November 2, Ironwood debt expected to be repaid in connection with closing of pending sale in Q Non-recourse debt Talen Energy Corporation

20 Talen Energy Asset Overview Asset Location Fuel Type Ownership Net Heat Rate (Btu / kwh) Owned Capacity COD Region East Assets 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-RTO Keystone PA Coal 12% 9, PJM-RTO Montour PA Coal 100% 9,661 1, PJM-MAAC H.A. Wagner MD Coal/NG/Oil 100% 10, PJM-SWMAAC Lower Mt. Bethel PA Natural Gas 100% 7, PJM-MAAC York PA Natural Gas 100% 9, PJM-MAAC 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 Martins Creek 3&4 PA Natural Gas/Oil 100% 11,744 (Gas) / 10,676 (Oil) 1, PJM-MAAC Newark Bay NJ Natural Gas/Oil 100% 8, PJM-PS North Peakers PA Natural Gas/Oil 100% Various PJM Pedricktown NJ Natural Gas/Oil 100% 8, PJM-EMAAC Renewables PA Renewables 100% Various 7 Various PJM-MAAC Susquehanna PA Nuclear 90% N/A 2, PJM-MAAC Colstrip 1 & 2 MT Coal 50% 10, , 1976 WECC Colstrip 3 MT Coal 30% 10, , 1986 WECC Subtotal 11,872 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 Nueces Bay 7 TX Natural Gas 100% 7, ERCOT-South Subtotal 1,793 MACH Gen Assets Athens NY Natural Gas 100% 7,100 1, NYISO Millennium MA Natural Gas 100% 6, ISO-NE Harquahala AZ Natural Gas 100% 7,100 1, WECC Subtotal 2,527 Announced Asset Sales C.P. Crane MD Coal 100% 10, PJM-SWMAAC Eastern Hydro PA Hydro 100% N/A PJM-MAAC Ironwood PA Natural Gas 100% 7, PJM-MAAC Subtotal 1,370 (2) Total Talen 16,192 Announced sales of Ironwood, East Hydro and C.P. Crane which are expected to close in Q (2) Adjusted to remove the announced asset sales Talen Energy Corporation

21 FERC Required Mitigation Mitigation Overview PPL and RJS Power identified possible FERC horizontal market power concerns in PJM submarket 5004/5005 in their FERC application for approval on July 15, 2014 and proposed two divestiture options Each divestiture option requires divestiture of one of two proposed groups of between 1,300 and 1,400 MW of generating capacity (based on summer ratings), with some overlapping assets On December 19, 2014, FERC conditionally approved the transaction pending additional mitigation measures - Option 1: Divest all assets from one group while limiting assets retained from other group to cost-based rates - Option 2: Divest all 2,000 MW of capacity from both groups - Option 3: Propose an alternative mitigation plan PPL, Talen Energy and RJS Power accepted Option 1 and committed that Talen Energy would divest all assets from one group and bid the retained assets at cost-based rates in the energy market In September 2015, Talen Energy requested that the FERC approve a third option for complying with the mitigation requirement that consists of Ironwood, Holtwood, Wallenpaupack and C.P. Crane, and excludes the Sapphire facilities. The timing of FERC's response is not known at this time Talen Energy has until June 2016 to enter into definitive agreements under the terms of the existing order Facility Group 1 Group 2 MW Bayonne 0165 Camden 0145 Elmwood Park 0070 Newark Bay 0122 Pedricktown 0117 York 0046 Ironwood 0661 Total 1,326 Facility MW Bayonne 0165 Camden 0145 Elmwood Park 0070 Newark Bay 0122 Pedricktown 0117 York 0046 C.P. Crane 0402 Holtwood 0262 Wallenpaupack 0045 Total 1,374 Pedricktown capacity includes capacity dedicated to serving landlord load (which has historically averaged 9 MW) Talen Energy Corporation

22 Regulation G Reconciliations Adjusted EBITDA Forecast ($ in millions) Low E (a) Midpoint E (a) High E (a) Midpoint 2016E - Adjusted for Anticipated Sales (b) Net Income (Loss) $ (388) $ (373) $ (358) $ 77 Income Taxes (37) (27) (17) 41 Interest Expense Depreciation and Amortization EBITDA Non-Cash Compensation Asset Retirement Obligation MTM losses (gains) (101) (101 ) (101) Nuclear decommissioning trust losses (gains) (12) (12 ) (12) (10) Impairments Adjusted EBITDA, including other adjustments Other Adjustments: Transition Services Agreement costs and allocations (c) Other (d) Adjusted EBITDA $ 1,050 $ 1,075 $ 1,100 $ 845 (a) (b) (c) (d) 2015 forecasted amounts include twelve months of performance from RJS, including the five-month period prior to acquisition and an adjustment for PPL allocations not expected to continue in future periods, and have not been adjusted to reflect the acquisition of MACH Gen, LLC or the sale of Talen Renewable Energy forecasted amounts have been adjusted to reflect the acquisition of MACH Gen, LLC and to remove the operations associated with the sales of Talen Renewable Energy and the Ironwood, Holtwood, Lake Wallenpaupack and C.P. Crane plants. Does not include the impact of the sales transactions gain or loss or related tax effects. Low, midpoint and high 2015 amounts include $33 million of allocations from PPL and $33 million of TSA costs that are not expected to continue in future periods. Restructuring costs that are not expected to continue in future periods. Talen Energy Corporation

23 Regulation G Reconciliations Adjusted Free Cash Flow Forecast ($ in millions) Low E (a) Midpoint E (a) High E (a) Midpoint 2016E - Adjusted for Anticipated Sales (b) Cash from Operations $ 870 $ 885 $ 900 $ 698 Capital Expenditures, excluding growth (500) (490) (480) (465) Counterparty collateral paid (received) (76) (76) (76) Adjusted Free Cash Flow, including other adjustments Cash adjustments (after tax): Transition Services Agreement costs and allocations (c) Other (d) Adjusted Free Cash Flow (e) $ 375 $ 400 $ 425 $ 260 (a) 2015 forecasted amounts include twelve months of performance from RJS, including the five-month period prior to acquisition and an adjustment for PPL allocations not expected to continue in future periods, and have not been adjusted to reflect the acquisition of MACH Gen, LLC or the sale of Talen Renewable Energy. (b) 2016 forecasted amounts have been adjusted to reflect the acquisition of MACH Gen, LLC and to remove the operations associated with the sales of Talen Renewable Energy and the Ironwood, Holtwood, Lake Wallenpaupack and C.P. Crane plants. Does not include the impact of the sales transaction s proceeds or related gain or loss and tax effects. (c) Low, midpoint and high 2015 amounts include $19 million of allocations from PPL and $20 million of TSA costs that are not expected to continue in future periods. (d) Restructuring and certain other costs that are not expected to continue in future periods. (e) Does not include growth capital expenditures of $38 million in 2015 and $84 million in Talen Energy Corporation

24 Forward-Looking Information Statement Statements contained in this presentation, including statements with respect to future earnings, EBITDA, Adjusted EBITDA, Adjusted Free Cash Flow results, net debt, cash flows, tax attributes, financing, regulation and corporate strategy are "forward-looking statements" within the meaning of the federal securities laws. These statements often include words such as believe, expect, anticipate, intend, plan, estimate, target, project, forecast, seek, will, may, should, could, would or similar expressions. Although Talen Energy Corporation 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: market demand and prices for energy, capacity and fuel; weather conditions affecting customer energy usage and operating costs; competition in power markets; the effect of any business or industry restructuring; the profitability and liquidity of Talen Energy Corporation and its subsidiaries; new accounting requirements or new interpretations or applications of existing requirements; operating performance of generating plants and other facilities; unanticipated difficulties or delays in our 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 delays in and/or additional costs to complete the proposed sales of Ironwood, East Hydro and C.P. Crane and/or the Brunner Island dualfuel project; unforeseen difficulties in successfully integrating the MACH Gen power facilities into Talen Energy's portfolio and/or in successfully executing efforts to optimize and/or monetize the value of the Harquahala plant; unexpected costs or liabilities associated with the MACH Gen power facilities; the length of scheduled and unscheduled outages at our generating plants; environmental conditions and requirements and the related costs of compliance, including environmental capital expenditures and emission allowance and other expenses; system conditions and operating costs; development of new projects, markets and technologies; performance of new ventures; asset or business acquisitions and dispositions; receipt of necessary governmental permits or approvals; Talen Energy s level of indebtedness; capital market conditions and decisions regarding capital structure; the impact of state, federal or foreign investigations applicable to Talen Energy Corporation and its subsidiaries; the outcome of litigation against Talen Energy Corporation and its subsidiaries; stock price performance; the market prices of equity securities and the impact on pension income and resultant cash funding requirements for defined benefit pension plans; the securities and credit ratings of Talen Energy Corporation and its subsidiaries; political, regulatory or economic conditions in states, regions or countries where Talen Energy Corporation or its subsidiaries conduct business, including any potential effects of threatened or actual terrorism or war or other hostilities; foreign exchange rates; new state, federal or foreign legislation, including new tax legislation; changes in earnings estimates or buy/sell recommendations by analysts; volatility in market demand and prices for energy, capacity, transmission services, emission allowances and RECs; competition in retail and wholesale power and natural gas markets; and the commitments and liabilities of Talen Energy Corporation and its subsidiaries. Any such forward-looking statements should be considered in light of such important factors and in conjunction with Talen Energy Corporation's prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) on November 3, 2015 and its other reports on file with the Securities and Exchange Commission. Talen Energy Corporation

25 Definitions of Non-GAAP Financial Measures EBITDA as presented in this presentation represents net income (loss) before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA as presented in this presentation represents EBITDA further adjusted for certain non-cash and other items that management believes are not indicative of ongoing operations including, 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 NDT funds, 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, operating income (loss) or net income (loss) as defined by U.S. Generally Accepted Accounting Principles ("GAAP") as indicators of operating performance and are not necessarily comparable to similarly-titled measures reported by other companies. Management cautions investors that amounts presented in accordance with Talen Energy s definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by other companies because not all companies calculate EBITDA and Adjusted EBITDA in the same manner. Talen Energy believes EBITDA and Adjusted EBITDA are useful to investors in evaluating Talen Energy s operating performance because they provide additional tools to compare business performance across companies and across periods. Talen Energy believes that EBITDA is widely used by investors to measure a company s operating performance without regard to such items as interest expense, income taxes, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired. Additionally, Talen Energy believes that investors commonly adjust EBITDA information to eliminate the effect of restructuring and other expenses, which vary widely from company to company and impair comparability. Talen Energy adjusts for these and other items, as management believes that these items would distort their ability to efficiently view and assess the company s core operating trends. In summary, management uses EBITDA and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as measures for planning and forecasting overall expectations and for evaluating actual results against such expectations, as measures of certain corporate financial goals used to determine variable compensation and in communications with the Talen Energy Corporation Board of Directors, senior management, shareholders, creditors, analysts and investors concerning Talen Energy s financial performance. Net debt as presented in this presentation represents total debt less cash and cash equivalents. Talen Energy Corporation

26 Definitions of Non-GAAP Financial Measures Adjusted Free Cash Flow 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 GAAP. Talen Energy believes that Adjusted Free Cash Flow although a non-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. This measure is 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