(Mark
One)
|
||
[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 September 30, 2008
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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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Forward-Looking
Information
|
|
Definitions
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|
PART I — FINANCIAL
INFORMATION
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Item 1. Financial
Statements
|
|
Consolidated
Condensed Balance Sheets at September 30, 2008 and December 31,
2007
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|
Consolidated
Condensed Statements of Operations for the Three and Nine Months Ended
September 30,
2008 and 2007
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Consolidated
Condensed Statements of Comprehensive Income and Stockholders’ Equity
(Deficit) for the Nine Months
Ended September 30, 2008 |
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Consolidated
Condensed Statements of Cash Flows for the Nine Months Ended September 30,
2008 and 2007
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Notes
to Consolidated Condensed Financial Statements
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1. Basis of Presentation and Summary of Significant Accounting
Policies
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2. Our Emergence from Chapter 11
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3. Property, Plant and Equipment, Net
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4. Investments
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5. Asset Sales
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6. Comprehensive Income
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7. Debt
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8. Fair Value Measurements
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9. Derivative Instruments
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10. Earnings
per Share
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11. Stock-Based
Compensation
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12. Commitments
and Contingencies
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13. Segment
Information
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Item
2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
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Introduction
and Overview
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Regulatory
Environment
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Financial
Reporting Matters Following Our Emergence from
Chapter 11
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Results
of Operations
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Commodity
Margin and Adjusted EBITDA
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|
Liquidity
and Capital Resources
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Risk
Management and Commodity Accounting
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Recent
Accounting Pronouncements
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Where
You Can Find Other Information
|
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
|
Item
4. Controls and Procedures
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PART II — OTHER INFORMATION
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|
Item
1. Legal Proceedings
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Item
1A. Risk Factors
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|
Item
6. Exhibits
|
|
Signatures
|
|
•
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Our
ability to implement our business
plan;
|
|
•
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Financial
results that may be volatile and may not reflect historical
trends;
|
|
•
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Seasonal
fluctuations of our results and exposure to variations in weather
patterns;
|
|
•
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Potential
volatility in earnings associated with fluctuations in prices for
commodities such as natural gas and
power;
|
|
•
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Our
ability to manage liquidity needs and comply with covenants related to our
Exit Credit Facility and other existing financing
obligations;
|
|
•
|
General
financial and economic conditions including the cost and availability of
capital and credit;
|
|
•
|
The
impact of the current financial crisis and the economic downturn on
liquidity in the energy markets on which we rely to hedge risk and on the
availability of our suppliers and service providers to perform under their
contracts with us;
|
|
•
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Our
ability to complete the implementation of our Plan of
Reorganization;
|
|
•
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Disruptions
in or limitations on the transportation of natural gas and transmission of
electricity;
|
|
•
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The
expiration or termination of our PPAs and the related results on
revenues;
|
|
•
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Risks
associated with the operation of power plants including unscheduled
outages;
|
|
•
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Factors
that impact the output of our geothermal resources and generation
facilities, including unusual or unexpected steam field well and pipeline
maintenance and variables associated with the waste water injection
projects that supply added water to the steam
reservoir;
|
|
•
|
Natural
disasters such as hurricanes, earthquakes and floods that may impact our
plants or the markets our plants
serve;
|
|
•
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Risks
associated with power project development and construction activities as
well as upgrades and expansions of existing
plants;
|
|
•
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Our
ability to attract, retain and motivate key employees including filling
certain significant positions within our management
team;
|
|
•
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Our
ability to attract and retain customers and
counterparties;
|
|
•
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Our
ability to manage our customer and counterparty exposure and credit
risk;
|
|
•
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Competition
and regulation in the markets in which we
participate;
|
|
•
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Risks
associated with marketing and selling power from plants in the evolving
energy markets, including changing market
rules;
|
|
•
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Present
and possible future claims, litigation and enforcement
actions;
|
|
•
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Effects
of the application of laws or regulations, including changes in laws or
regulations or the interpretation thereof;
and
|
|
•
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Other
risks identified in this Report and our 2007 Form
10-K.
|
ABBREVIATION
|
DEFINITION
|
|
2007
Form 10-K
|
Calpine
Corporation’s Annual Report on Form 10-K for the year ended
December 31, 2007, filed with the SEC on
February 29, 2008
|
|
401(k)
Plan
|
Calpine
Corporation Retirement Savings Plan
|
|
Acadia
PP
|
Acadia
Power Partners, LLC
|
|
AOCI
|
Accumulated
Other Comprehensive Income
|
|
ARB
|
Accounting
Research Board
|
|
Auburndale
|
Auburndale
Holdings, LLC
|
|
Average
availability and average capacity factor, excluding
peakers
|
Availability
represents the percent of total hours during the period that our plants
were available to run after taking into account the downtime associated
with both scheduled and unscheduled outages. The average capacity factor,
excluding peakers is calculated by dividing (a) total MWh generated
by our power plants (excluding peakers) by the product of multiplying
(b) the weighted average MW in operation during the period by
(c) the total hours in the period. The average capacity factor,
excluding peakers is thus a measure of total actual generation as a
percent of total potential generation. If we elect not to generate during
periods when electricity pricing is too low or gas prices too high to
operate profitably, the average capacity factor, excluding peakers will
reflect that decision as well as both scheduled and unscheduled outages
due to maintenance and repair requirements
|
|
Bankruptcy
Code
|
U.S.
Bankruptcy Code
|
|
Bankruptcy
Courts
|
The
U.S. Bankruptcy Court and the Canadian Court
|
|
BLM
|
Bureau
of Land Management of the U.S. Department of the
Interior
|
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Blue
Spruce
|
Blue
Spruce Energy Center LLC
|
|
Bridge
Facility
|
Bridge
Loan Agreement, dated as of January 31, 2008, among Calpine
Corporation as borrower, the lenders party thereto, Goldman Sachs Credit
Partners L.P., Credit Suisse, Deutsche Bank Securities Inc. and Morgan
Stanley Senior Funding Inc., as co-documentation agents, and Goldman Sachs
Credit Partners L.P., as administrative agent and collateral
agent
|
|
Btu(s)
|
British
thermal unit(s)
|
|
CAIR
|
Clean
Air Interstate Rule
|
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CalGen
|
Calpine
Generating Company, LLC
|
|
CalGen
First Lien Debt
|
Collectively,
$235,000,000 First Priority Secured Floating Rate Notes Due 2009, issued
by CalGen and CalGen Finance Corp.; $600,000,000 First Priority Secured
Institutional Term Loan Due 2009, issued by CalGen; and the CalGen First
Priority Revolving Loans, in each case repaid on March 29,
2007
|
ABBREVIATION
|
DEFINITION
|
|
CalGen
First Priority Revolving Loans
|
$200,000,000
First Priority Revolving Loans issued on or about March 23, 2004,
pursuant to that Amended and Restated Agreement, among CalGen, the
guarantors party thereto, the lenders party thereto, The Bank of Nova
Scotia, as administrative agent, L/C Bank, lead arranger and sole
bookrunner, Bayerische Landesbank, Cayman Islands Branch, as arranger and
co-syndication agent, Credit Lyonnais, New York Branch, as arranger and
co-syndication agent, ING Capital LLC, as arranger and co-syndication
agent, Toronto Dominion (Texas) Inc., as arranger and co-syndication
agent, and Union Bank of California, N.A., as arranger and co-syndication
agent, repaid on March 29, 2007
|
|
CalGen
Second Lien Debt
|
Collectively,
$640,000,000 Second Priority Secured Floating Rate Notes Due 2010, issued
by CalGen and CalGen Finance Corp.; and $100,000,000 Second Priority
Secured Institutional Term Loans Due 2010, issued by CalGen, in each case
repaid on March 29, 2007
|
|
CalGen
Secured Debt
|
Collectively,
the CalGen First Lien Debt, the CalGen Second Lien Debt and the CalGen
Third Lien Debt
|
|
CalGen
Third Lien Debt
|
Collectively,
$680,000,000 Third Priority Secured Floating Rate Notes Due 2011, issued
by CalGen and CalGen Finance Corp.; and $150,000,000 11 1/2% Third
Priority Secured Notes Due 2011, issued by CalGen and CalGen Finance
Corp., in each case repaid on March 29, 2007
|
|
Calpine
Debtors
|
The
U.S. Debtors and the Canadian Debtors
|
|
Calpine
Equity Incentive Plans
|
Collectively,
the MEIP and the DEIP, which provide for grants of equity awards to
Calpine employees and non-employee members of Calpine’s Board of
Directors
|
|
Canadian
Court
|
The
Court of Queen’s Bench of Alberta, Judicial District of
Calgary
|
|
Canadian
Debtors
|
The
subsidiaries and affiliates of Calpine Corporation that have been granted
creditor protection under the CCAA in the Canadian
Court
|
|
Canadian
Effective Date
|
February 8,
2008, the date on which the Canadian Court ordered and declared that the
Canadian Debtors’ proceedings under the CCAA were
terminated
|
|
Canadian
Settlement Agreement
|
Settlement
Agreement dated as of July 24, 2007, by and between Calpine
Corporation, on behalf of itself and its U.S. subsidiaries, Calpine Canada
Energy Ltd., Calpine Canada Power Ltd., Calpine Canada Energy Finance ULC,
Calpine Energy Services Canada Ltd., Calpine Canada Resources Company,
Calpine Canada Power Services Ltd., Calpine Canada Energy Finance II ULC,
Calpine Natural Gas Services Limited, 3094479 Nova Scotia Company, Calpine
Energy Services Canada Partnership, Calpine Canada Natural Gas
Partnership, Calpine Canadian Saltend Limited Partnership and HSBC Bank
USA, National Association, as successor indenture
trustee
|
|
Cash
Collateral Order
|
Second
Amended Final Order of the U.S. Bankruptcy Court Authorizing Use of Cash
Collateral and Granting Adequate Protection, dated February 24, 2006
as modified by orders of the U.S. Bankruptcy Court dated June 21,
2006, July 12, 2006, October 25, 2006, November 15, 2006,
December 20, 2006, December 28, 2006, January 17, 2007, and
March 1, 2007
|
|
CCAA
|
Companies’
Creditors Arrangement Act (Canada)
|
|
CCFC
|
Calpine
Construction Finance Company, L.P.
|
|
Chapter 11
|
Chapter 11
of the Bankruptcy Code
|
|
CO2
|
Carbon
dioxide
|
|
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
|
ABBREVIATION
|
DEFINITION
|
|
Commodity
expense
|
Our
expense, calculated in accordance with GAAP, from fuel expense, purchased
power and gas expense for hedging and optimization and fuel
transportation
|
|
Commodity
Margin
|
Non-GAAP
financial measure that includes electricity and steam revenues, hedging
and optimization activities, renewable energy credit revenue, transmission
revenue and expenses, and fuel and purchased energy expense, but excludes
mark-to-market activity and other service revenues
|
|
Commodity
revenue
|
Our
revenues, calculated in accordance with GAAP, from electricity and steam
sales and sales of purchased power and gas for hedging and
optimization
|
|
Company
|
Calpine
Corporation, a Delaware corporation, and subsidiaries
|
|
Confirmation
Order
|
The
order of the U.S. Bankruptcy Court entitled “Findings of Fact, Conclusions
of Law, and Order Confirming Sixth Amended Joint Plan of Reorganization
Pursuant to Chapter 11 of the Bankruptcy Code,” entered
December 19, 2007, confirming the Plan of Reorganization pursuant to
section 1129 of the Bankruptcy Code
|
|
Convertible
Senior Notes
|
Collectively,
Calpine Corporation’s 4% Contingent Convertible Notes Due 2006, 6%
Contingent Convertible Notes Due 2014, 7 3/4% Contingent Convertible
Notes Due 2015 and 4 3/4% Contingent Convertible Senior Notes Due
2023
|
|
DEIP
|
Calpine
Corporation 2008 Director Incentive Plan, which provides for grants of
equity awards to non-employee members of Calpine’s Board of
Directors
|
|
DIP
|
Debtor-in-possession
|
|
DIP
Facility
|
The
Revolving Credit, Term Loan and Guarantee Agreement, dated as of
March 29, 2007, among Calpine Corporation, as borrower, certain of
Calpine Corporation’s subsidiaries, as guarantors, the lenders party
thereto, Credit Suisse, Goldman Sachs Credit Partners L.P. and JPMorgan
Chase Bank, N.A., as co-syndication agents and co-documentation agents,
General Electric Capital Corporation, as sub-agent, and Credit Suisse, as
administrative agent and collateral agent, with Credit Suisse Securities
(USA) LLC, Goldman Sachs Credit Partners L.P., JPMorgan Securities Inc.,
and Deutsche Bank Securities Inc. acting as Joint Lead Arrangers and
Bookrunners
|
|
EAB
|
Environmental
Appeals Board of the U.S. Environmental Protection
Agency
|
|
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
|
|
EITF
|
Emerging
Issues Task Force
|
|
Emergence
Date Market Capitalization
|
Determined
as Calpine’s Market Capitalization using the 30-day weighted average stock
price following the Effective Date
|
|
EPA
|
U.S.
Environmental Protection Agency
|
|
ERCOT
|
Electric
Reliability Council of Texas
|
|
ERISA
|
Employee
Retirement Income Security Act
|
|
Exchange
Act
|
U.S.
Securities Exchange Act of 1934, as amended
|
|
Exit
Credit Facility
|
Credit
Agreement, dated as of January 31, 2008, among Calpine Corporation,
as borrower, the lenders party thereto, General Electric Capital
Corporation, as sub-agent, Goldman Sachs Credit Partners L.P., Credit
Suisse, Deutsche Bank Securities Inc., and Morgan Stanley Senior Funding,
Inc., as co-syndication agents and co-documentation agents, and Goldman
Sachs Credit Partners L.P., as administrative agent and collateral
agent
|
|
Exit
Facilities
|
Together,
the Exit Credit Facility and the Bridge Facility
|
|
FASB
|
Financial
Accounting Standards Board
|
ABBREVIATION
|
DEFINITION
|
|
FDIC
|
Federal
Deposit Insurance Corporation
|
|
FIN
|
FASB
Interpretation
|
|
Fremont
|
Fremont
Energy Center, LLC
|
|
FSP
|
FASB
Staff Position
|
|
GAAP
|
Generally
accepted accounting principles
|
|
Geysers
Assets
|
19
(17 active) geothermal power plant assets located in northern
California
|
|
Greenfield
LP
|
Greenfield
Energy Centre LP
|
|
Heat
Rate
|
A
measure of the amount of fuel required to produce a unit of
electricity
|
|
Hillabee
|
Hillabee
Energy Center, LLC
|
|
IRC
|
Internal
Revenue Code
|
|
IRS
|
U.S.
Internal Revenue Service
|
|
Knock-in
Facility
|
Letter
of Credit Facility Agreement, dated as of June 25, 2008, among
Calpine Corporation as borrower and Morgan Stanley Capital Services Inc.,
as issuing bank
|
|
KWh
|
Kilowatt
hour(s)
|
|
LIBOR
|
London
Inter-Bank Offered Rate
|
|
LSTC
|
Liabilities
subject to compromise
|
|
Market
Capitalization
|
Market
value of Calpine Corporation common stock outstanding, calculated in
accordance with the Calpine Corporation amended and restated certificate
of incorporation
|
|
MEIP
|
Calpine
Corporation 2008 Equity Incentive Plan, which provides for grants of
equity awards to Calpine employees
|
|
Metcalf
|
Metcalf
Energy Center, LLC
|
|
MMBtu
|
Million
Btu
|
|
MRTU
|
California
Independent System Operator’s Market Redesign and Technology
Upgrade
|
|
MW
|
Megawatt(s)
|
|
MWh
|
Megawatt
hour(s)
|
|
Ninth
Circuit Court of Appeals
|
U.S.
Court of Appeals for the Ninth Circuit
|
|
NOL(s)
|
Net
operating loss(es)
|
|
Non-U.S. Debtor(s) | The consolidated subsidiaries and affiliates of Calpine Corporation that are not U.S. Debtors | |
Northern
District Court
|
U.S.
District Court for the Northern District of California
|
|
NOx
|
Nitrogen
oxide
|
|
NRG
|
NRG
Energy, Inc.
|
|
NYMEX
|
New
York Mercantile Exchange
|
|
NYSE
|
New
York Stock Exchange
|
|
OCI
|
Other
Comprehensive
Income
|
ABBREVIATION
|
DEFINITION
|
|
OMEC | Otay Mesa Energy Center, LLC | |
Original
DIP Facility
|
The
Revolving Credit, Term Loan and Guarantee Agreement, dated as of
December 22, 2005, as amended on January 26, 2006, and as
amended and restated by that certain Amended and Restated Revolving
Credit, Term Loan and Guarantee Agreement, dated as of February 23,
2006, among Calpine Corporation, as borrower, the Guarantors party
thereto, the Lenders from time to time party thereto, Credit Suisse
Securities (USA) LLC and Deutsche Bank Securities Inc., as joint
syndication agents, Deutsche Bank Trust Company Americas, as
administrative agent for the First Priority Lenders, General Electric
Capital Corporation, as Sub-Agent for the Revolving Lenders, Credit
Suisse, as administrative agent for the Second Priority Term Lenders,
Landesbank Hessen Thuringen Girozentrale, New York Branch, General
Electric Capital Corporation and HSH Nordbank AG, New York Branch, as
joint documentation agents for the First Priority Lenders and Bayerische
Landesbank, General Electric Capital Corporation and Union Bank of
California, N.A., as joint documentation agents for the Second Priority
Lenders
|
|
OTC
|
Over-the-Counter
|
|
Panda
|
Panda
Energy International, Inc., and related party PLC II,
LLC
|
|
PCF
|
Power
Contract Financing, L.L.C.
|
|
PCF
III
|
Power
Contract Financing III, LLC
|
|
Petition
Date
|
December 20,
2005
|
|
PG&E
|
Pacific
Gas & Electric Company
|
|
Plan
of Reorganization
|
Debtors’
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
|
|
Pomifer
|
Pomifer
Power Funding, LLC, a subsidiary of Arclight Energy Partners Fund I,
L.P.
|
|
PPA(s)
|
Any
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 electric power product, including
electric energy, 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 part of the consideration provided by the
purchaser of an electric power product is the fuel required by the seller
to generate such electric power
|
|
PSD
|
Prevention
of Significant Deterioration Permit
|
|
PSM
|
Power
Systems Manufacturing, LLC
|
|
PUCT
|
Public
Utility Commission of Texas
|
|
RGGI
|
Regional
Greenhouse Gas Initiative
|
|
RockGen
|
RockGen
Energy LLC
|
|
RockGen
Owner Lessors
|
Collectively,
RockGen OL-1, LLC; RockGen OL-2, LLC; RockGen OL-3, LLC and RockGen OL-4,
LLC
|
|
Rosetta
|
Rosetta
Resources Inc.
|
|
RPS
|
Renewable
Portfolio Standard
|
|
SAB
|
SEC
Staff Accounting Bulletin
|
|
SDG&E
|
San
Diego Gas & Electric
Company
|
ABBREVIATION
|
DEFINITION
|
|
SDNY Court | U.S. District Court for the Southern District of New York | |
SEC | U.S. Securities and Exchange Commission | |
Second
Circuit
|
U.S.
Court of Appeals for the Second Circuit
|
|
Second
Priority Debt
|
Collectively,
the Second Priority Notes and the Second Priority Senior Secured Term
Loans Due 2007
|
|
Second
Priority Notes
|
Calpine
Corporation’s Second Priority Senior Secured Floating Rate Notes Due 2007,
8 1/2% Second Priority Senior Secured Notes Due 2010, 8 3/4%
Second Priority Senior Secured Notes Due 2013 and 9 7/8% Second
Priority Senior Secured Notes Due 2011
|
|
Securities
Act
|
U.S.
Securities Act of 1933, as amended
|
|
SFAS
|
Statement
of Financial Accounting Standards
|
|
SO2
|
Sulfur
dioxide
|
|
SOP
90-7
|
Statement
of Position 90-7, “Financial Reporting by Entities in Reorganization Under
the Bankruptcy Code”
|
|
Spark
spread(s)
|
For
each MWh of power generated, the spread between the sales price and the
cost of fuel
|
|
Steam
adjusted Heat Rate for gas-fired fleet of power plants expressed in Btus
of fuel consumed per KWh generated
|
We
calculate the steam adjusted Heat Rate for our gas-fired power plants
(excluding peakers) by dividing (a) fuel consumed in Btu by
(b) KWh generated. We adjust the fuel consumption in Btu down by the
equivalent heat content in steam or other thermal energy exported to a
third party, such as to steam hosts for our cogeneration facilities. The
resultant steam adjusted Heat Rate is a measure of fuel efficiency, so the
lower the steam adjusted Heat Rate, the lower our cost of
generation
|
|
Unsecured
Notes
|
Collectively,
Calpine Corporation’s 7 7/8% Senior Notes due 2008, 7 3/4%
Senior Notes due 2009, 8 5/8% Senior Notes due 2010 and 8 1/2%
Senior Notes due 2011, which constitutes a portion of Calpine
Corporation’s Unsecured Senior Notes
|
|
Unsecured
Senior Notes
|
Collectively,
Calpine Corporation’s 7 5/8% Senior Notes due 2006, 10 1/2%
Senior Notes due 2006, 8 3/4% Senior Notes due 2007, 7 7/8%
Senior Notes due 2008, 7 3/4% Senior Notes due 2009, 8 5/8%
Senior Notes due 2010 and 8 1/2% Senior Notes due
2011
|
|
U.S.
|
United
States of America
|
|
U.S.
Bankruptcy Court
|
U.S.
Bankruptcy Court for the Southern District of New York
|
|
U.S.
Debtor(s)
|
Calpine
Corporation and each of its subsidiaries and affiliates that filed
voluntary petitions for reorganization under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court on or after the Petition Date
and prior to the Effective Date, 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)
|
|
VAR
|
Value-at-risk
|
|
Whitby
|
Whitby
Cogeneration Limited Partnership
|
|
WP&L
|
Wisconsin
Power & Light
Company
|
September 30,
|
December 31,
|
|||||||
2008
|
2007
|
|||||||
(in
millions, except
share
and per share amounts)
|
||||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 851 | $ | 1,915 | ||||
Accounts
receivable, net of allowance of $28 and $54
|
1,067 | 878 | ||||||
Accounts
receivable, related party
|
4 | 226 | ||||||
Materials
and supplies
|
147 | 114 | ||||||
Margin
deposits and other prepaid expense
|
533 | 452 | ||||||
Restricted
cash, current
|
264 | 422 | ||||||
Current
derivative assets
|
2,350 | 731 | ||||||
Current
assets held for sale
|
— | 195 | ||||||
Other
current assets
|
108 | 98 | ||||||
Total
current assets
|
5,324 | 5,031 | ||||||
Property,
plant and equipment, net
|
11,923 | 12,292 | ||||||
Restricted
cash, net of current portion
|
172 | 159 | ||||||
Investments
|
373 | 260 | ||||||
Long-term
derivative assets
|
469 | 290 | ||||||
Other
assets
|
728 | 1,018 | ||||||
Total
assets
|
$ | 18,989 | $ | 19,050 | ||||
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 760 | $ | 642 | ||||
Accrued
interest payable
|
71 | 324 | ||||||
Debt,
current portion
|
662 | 1,710 | ||||||
Current
derivative liabilities
|
2,433 | 806 | ||||||
Income
taxes payable
|
39 | 51 | ||||||
Other
current liabilities
|
450 | 571 | ||||||
Total
current liabilities
|
4,415 | 4,104 | ||||||
Debt,
net of current portion
|
9,133 | 9,946 | ||||||
Deferred
income taxes, net of current portion
|
144 | 38 | ||||||
Long-term
derivative liabilities
|
478 | 578 | ||||||
Other
long-term liabilities
|
228 | 245 | ||||||
Total
liabilities not subject to compromise
|
14,398 | 14,911 | ||||||
Liabilities
subject to compromise
|
— | 8,788 | ||||||
Commitments
and contingencies (see Note 12)
|
||||||||
Minority
interest
|
3 | 3 | ||||||
Stockholders’
equity (deficit):
|
||||||||
Preferred
stock, $.001 par value per share; authorized 100,000,000 shares, none
issued and outstanding in 2008; authorized 10,000,000 shares, none issued
and outstanding in 2007
|
— | — | ||||||
Common
stock, $.001 par value per share; authorized 1,400,000,000 shares,
422,955,002 shares issued and 422,889,970 shares outstanding in 2008;
authorized 2,000,000,000 shares, 568,314,685 issued and 479,314,685
outstanding in 2007
|
1 | 1 | ||||||
Treasury
stock, at cost, 65,032 shares at September 30, 2008, and none at
December 31, 2007
|
(1 | ) | — | |||||
Additional
paid-in capital
|
12,203 | 3,263 | ||||||
Accumulated
deficit
|
(7,588 | ) | (7,685 | ) | ||||
Accumulated
other comprehensive income (loss)
|
(27 | ) | (231 | ) | ||||
Total
stockholders’ equity (deficit)
|
4,588 | (4,652 | ) | |||||
Total
liabilities and stockholders’ equity (deficit)
|
$ | 18,989 | $ | 19,050 |
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
(in
millions, except share and per share amounts)
|
||||||||||||||||
Operating
revenues
|
$ | 3,190 | $ | 2,324 | $ | 7,969 | $ | 6,046 | ||||||||
Cost
of revenue:
|
||||||||||||||||
Fuel
and purchased energy expense
|
2,322 | 1,570 | 5,935 | 4,297 | ||||||||||||
Plant
operating expense
|
198 | 182 | 636 | 561 | ||||||||||||
Depreciation
and amortization expense
|
110 | 114 | 329 | 350 | ||||||||||||
Other
cost of revenue
|
26 | 31 | 88 | 101 | ||||||||||||
Total
cost of revenue
|
2,656 | 1,897 | 6,988 | 5,309 | ||||||||||||
Gross
profit
|
534 | 427 | 981 | 737 | ||||||||||||
Sales,
general and other administrative expense
|
58 | 33 | 154 | 112 | ||||||||||||
Impairment
charges
|
179 | — | 179 | — | ||||||||||||
Other
operating expense
|
25 | 12 | 25 | 24 | ||||||||||||
Income
from operations
|
272 | 382 | 623 | 601 | ||||||||||||
Interest
expense
|
212 | 617 | 837 | 1,181 | ||||||||||||
Interest
(income)
|
(11 | ) | (14 | ) | (38 | ) | (48 | ) | ||||||||
Minority
interest (income) expense
|
(1 | ) | 1 | (1 | ) | — | ||||||||||
Other
(income) expense, net
|
18 | (127 | ) | 29 | (134 | ) | ||||||||||
Income
(loss) before reorganization items and income taxes
|
54 | (95 | ) | (204 | ) | (398 | ) | |||||||||
Reorganization
items
|
(2 | ) | (3,940 | ) | (263 | ) | (3,366 | ) | ||||||||
Income
before income taxes
|
56 | 3,845 | 59 | 2,968 | ||||||||||||
(Benefit)
provision for income taxes
|
(80 | ) | 51 | (60 | ) | 133 | ||||||||||
Net
income
|
$ | 136 | $ | 3,794 | $ | 119 | $ | 2,835 | ||||||||
Basic
earnings per common share:
|
||||||||||||||||
Weighted
average shares of common stock outstanding (in thousands)
|
485,073 | 479,312 | 485,027 | 479,208 | ||||||||||||
Net
income per share - basic
|
$ | 0.28 | $ | 7.92 | $ | 0.25 | $ | 5.92 | ||||||||
Diluted
earnings per common share:
|
||||||||||||||||
Weighted
average shares of common stock outstanding (in thousands)
|
485,741 | 479,617 | 485,588 | 479,543 | ||||||||||||
Net
income per share - diluted
|
$ | 0.28 | $ | 7.91 | $ | 0.25 | $ | 5.91 |
Accumulated Other
|
||||||||||||||||||||||||||||
Comprehensive Income (Loss)
|
||||||||||||||||||||||||||||
Net Unrealized
|
||||||||||||||||||||||||||||
Gain (Loss) From
|
Total
|
|||||||||||||||||||||||||||
Additional
|
Foreign
|
Stockholders’
|
||||||||||||||||||||||||||
Common
|
Treasury
|
Paid-In
|
Accumulated
|
Cash Flow
|
Currency
|
Equity
|
||||||||||||||||||||||
Stock
|
Stock
|
Capital
|
Deficit
|
Hedges
|
Translation
|
(Deficit)
|
||||||||||||||||||||||
Balance,
December 31, 2007
|
$ | 1 | $ | — | $ | 3,263 | $ | (7,685 | ) | $ | (241 | ) | $ | 10 | $ | (4,652 | ) | |||||||||||
Cancellation
of Calpine Corporation common stock
|
(1 | ) | — | (3,263 | ) | — | — | — | (3,264 | ) | ||||||||||||||||||
Issuance
of reorganized Calpine Corporation common stock in accordance with the
Plan of Reorganization
|
1 | — | 12,166 | — | — | — | 12,167 | |||||||||||||||||||||
Treasury
stock transactions
|
— | (1 | ) | — | — | — | — | (1 | ) | |||||||||||||||||||
Stock
compensation expense
|
— | — | 36 | — | — | — | 36 | |||||||||||||||||||||
Proceeds
received from the exercise of warrants
|
— | — | 1 | — | — | — | 1 | |||||||||||||||||||||
Cumulative
effect of adjustment from adoption of
SFAS No. 157
|
— | — | — | (22 | ) | — | — | (22 | ) | |||||||||||||||||||
Total
stockholders’ equity before comprehensive income (loss)
items
|
4,265 | |||||||||||||||||||||||||||
Net
income
|
— | — | — | 119 | — | — | 119 | |||||||||||||||||||||
Gain
on cash flow hedges before reclassification adjustment for cash flow
hedges realized in net income
|
— | — | — | — | 173 | — | 173 | |||||||||||||||||||||
Reclassification
adjustment for cash flow hedges realized in net income
|
— | — | — | — | 141 | — | 141 | |||||||||||||||||||||
Foreign
currency translation loss
|
— | — | — | — | — | (9 | ) | (9 | ) | |||||||||||||||||||
Provision
for income taxes
|
— | — | — | — | (101 | ) | — | (101 | ) | |||||||||||||||||||
Total
comprehensive income
|
323 | |||||||||||||||||||||||||||
Balance,
September 30, 2008
|
$ | 1 | $ | (1 | ) | $ | 12,203 | $ | (7,588 | ) | $ | (28 | ) | $ | 1 | $ | 4,588 |
Nine Months Ended September 30,
|
||||||||
2008
|
2007
|
|||||||
(in
millions)
|
||||||||
Cash
flows from operating activities:
|
||||||||
Net
income
|
$ | 119 | $ | 2,835 | ||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Depreciation
and amortization expense(1)
|
418 | 420 | ||||||
Deferred
income taxes
|
(60 | ) | 133 | |||||
Panda
settlement
|
13 | — | ||||||
Impairment
charges
|
179 | — | ||||||
Loss
on sale of assets, excluding reorganization items
|
6 | 24 | ||||||
Foreign
currency transaction gain
|
(2 | ) | (2 | ) | ||||
Change
in the fair value of derivative assets and liabilities
|
40 | (24 | ) | |||||
Derivative
contracts classified as financing activities
|
(70 | ) | — | |||||
Loss
from unconsolidated investments in power projects
|
10 | 9 | ||||||
Stock-based
compensation expense (income)
|
36 | (1 | ) | |||||
Reorganization
items
|
(331 | ) | (3,459 | ) | ||||
Other
|
9 | (2 | ) | |||||
Change
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
126 | (316 | ) | |||||
Other
assets
|
96 | 19 | ||||||
Accounts
payable, LSTC and accrued expenses
|
(76 | ) | 383 | |||||
Other
liabilities
|
(158 | ) | 53 | |||||
Net
cash provided by operating activities
|
355 | 72 | ||||||
Cash
flows from investing activities:
|
||||||||
Purchases
of property, plant and equipment
|
(108 | ) | (173 | ) | ||||
Disposals
of property, plant and equipment
|
16 | 32 | ||||||
Proceeds
from sale of investments, turbines and power plants
|
398 | 507 | ||||||
Cash
acquired due to reconsolidation of Canadian Debtors and other foreign
entities
|
64 | — | ||||||
Contributions
to unconsolidated investments
|
(14 | ) | (73 | ) | ||||
Return
of investment in Canadian Debtors
|
— | 75 | ||||||
Return
of investment from unconsolidated investments
|
26 | 104 | ||||||
Decrease
in restricted cash
|
145 | 57 | ||||||
Cash
effect of deconsolidation of variable interest entities
|
2 | (29 | ) | |||||
Other
|
5 | 4 | ||||||
Net
cash provided by investing activities
|
534 | 504 |
Nine Months Ended September 30,
|
||||||||
2008
|
2007
|
|||||||
Cash
flows from financing activities:
|
||||||||
Repayments
of notes payable and lines of credit
|
$ | (98 | ) | $ | (135 | ) | ||
Borrowings
under project financing
|
356 | 16 | ||||||
Repayments
of project financing
|
(297 | ) | (108 | ) | ||||
Repayments
of CalGen Secured Debt
|
— | (224 | ) | |||||
Borrowings
under DIP Facility
|
— | 614 | ||||||
Repayments
of DIP Facility
|
(98 | ) | (28 | ) | ||||
Borrowings
under Exit Facilities
|
3,523 | — | ||||||
Repayments
of Exit Facilities
|
(1,460 | ) | — | |||||
Borrowings
under Commodity Collateral Revolver
|
100 | — | ||||||
Repayments
of Second Priority Debt
|
(3,672 | ) | — | |||||
Redemptions
of preferred interests
|
(166 | ) | (9 | ) | ||||
Financing
costs
|
(207 | ) | (81 | ) | ||||
Derivative
contracts
|
70 | — | ||||||
Other
|
(4 | ) | 5 | |||||
Net
cash (used in) provided by financing activities
|
(1,953 | ) | 50 | |||||
Net
(decrease) increase in cash and cash equivalents
|
(1,064 | ) | 626 | |||||
Cash
and cash equivalents, beginning of period
|
1,915 | 1,077 | ||||||
Cash
and cash equivalents, end of period
|
$ | 851 | $ | 1,703 | ||||
Cash
paid (received) during the period for:
|
||||||||
Interest,
net of amounts capitalized
|
$ | 873 | $ | 926 | ||||
Income
taxes
|
$ | 16 | $ | 1 | ||||
Reorganization
items included in operating activities, net
|
$ | 124 | $ | 88 | ||||
Reorganization
items included in investing activities, net
|
$ | (414 | ) | $ | (582 | ) | ||
Reorganization
items included in financing activities, net
|
$ | — | $ | 74 | ||||
Supplemental
disclosure of non-cash investing and financing activities:
|
||||||||
Settlement
of LSTC through issuance of reorganized Calpine Corporation common
stock
|
$ | 5,200 | $ | — | ||||
DIP
Facility borrowings converted into exit financing under Exit
Facilities
|
$ | 3,872 | $ | — | ||||
Settlement
of Convertible Senior Notes and Unsecured Senior Notes with reorganized
Calpine Corporation common stock
|
$ | 3,703 | $ | — | ||||
DIP
Facility borrowings used to extinguish the Original DIP Facility principal
$(989), CalGen Secured Debt principal $(2,309) and operating liabilities
$(88)
|
$ | — | $ | 3,386 | ||||
Project
financing $(159) and operating liabilities $(33) extinguished with sale of
Aries Power Plant
|
$ | — | $ | 192 | ||||
Fair
value of loaned common stock returned
|
$ | — | $ | 138 | ||||
Letter
of credit draws under CalGen Secured Debt used for operating
activities
|
$ | — | $ | 16 | ||||
Fair
value of Metcalf cooperation agreement, with offsets to notes payable $(6)
and operating liabilities $(6)
|
$ | — | $ | 12 |
(1)
|
Includes
depreciation and amortization that is also recorded in sales, general and
other administrative expense and interest
expense.
|
September 30, 2008
|
December 31, 2007
|
|||||||||||||||||||||||
Current
|
Non-Current
|
Total
|
Current
|
Non-Current
|
Total
|
|||||||||||||||||||
Debt
service
|
$ | 71 | $ | 120 | $ | 191 | $ | 128 | $ | 111 | $ | 239 | ||||||||||||
Rent
reserve
|
37 | — | 37 | 11 | — | 11 | ||||||||||||||||||
Construction/major
maintenance
|
63 | 26 | 89 | 62 | 26 | 88 | ||||||||||||||||||
Security/project
reserves
|
66 | 1 | 67 | 189 | — | 189 | ||||||||||||||||||
Collateralized
letters of credit and other credit support
|
3 | 1 | 4 | 4 | — | 4 | ||||||||||||||||||
Other
|
24 | 24 | 48 | 28 | 22 | 50 | ||||||||||||||||||
Total
|
$ | 264 | $ | 172 | $ | 436 | $ | 422 | $ | 159 | $ | 581 |
December 31, 2007
|
||||||||
As Previously
|
||||||||
Reported
|
As Adjusted
|
|||||||
Current
derivative assets
|
$ | 231 | $ | 731 | ||||
Total
current assets
|
4,531 | 5,031 | ||||||
Long-term
derivative assets
|
222 | 290 | ||||||
Total
assets
|
$ | 18,482 | $ | 19,050 | ||||
Current
derivative liabilities
|
$ | (306 | ) | $ | (806 | ) | ||
Total
current liabilities
|
(3,604 | ) | (4,104 | ) | ||||
Long-term
derivative liabilities
|
(510 | ) | (578 | ) | ||||
Total
liabilities not subject to compromise
|
(14,343 | ) | (14,911 | ) | ||||
Total
liabilities and stockholders’ deficit
|
$ | (18,482 | ) | $ | (19,050 | ) |
|
•
|
Allowed
administrative claims as well as first and second lien debt claims have
been or are being paid in full in cash and cash
equivalents;
|
|
•
|
Priority
tax claims have been or are being paid in full in cash and cash
equivalents or with a distribution of the reorganized Calpine Corporation
common stock;
|
|
•
|
Other
allowed secured claims have been or are being reinstated, paid in full in
cash or cash equivalents, or had the collateral securing such claims
returned to the secured creditor;
|
|
•
|
Make
whole claims arising in connection with the repayment of the CalGen Second
Lien Debt pursuant to the settlement described below and the CalGen Third
Lien Debt that are ultimately allowed can be paid using cash and cash
equivalents generated from the sale of the allowed claim or with cash and
cash equivalents on hand. To the extent that the common stock reserved on
account for such make whole claims is insufficient in value to satisfy
such claims in full, we must use other available cash to satisfy such
claims unless otherwise approved by the U.S. Bankruptcy
Court;
|
|
•
|
Allowed
unsecured claims have received or will receive a pro rata distribution of
all reorganized Calpine Corporation common stock issued under the Plan of
Reorganization (except shares reserved for issuance under the Calpine
Equity Incentive Plans);
|
|
•
|
Allowed
unsecured convenience claims (subject to certain exceptions, all unsecured
claims $50,000 or less) have been or are being paid in full in cash or
cash equivalents;
|
|
•
|
Holders
of allowed interests in Calpine Corporation (primarily holders of Calpine
Corporation common stock existing as of the Petition Date) received a pro
rata share of warrants to purchase approximately 48.5 million shares
of reorganized Calpine Corporation common stock, subject to certain terms
including exercise by August 25, 2008;
and
|
|
•
|
Holders
of subordinated equity securities claims did not receive a distribution
under the Plan of Reorganization and may only recover from applicable
insurance proceeds.
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Provision
for expected allowed claims
|
$ | (1 | ) | $ | (4,030 | ) | $ | (55 | ) | $ | (3,695 | ) | ||||
Professional
fees
|
4 | 44 | 80 | 139 | ||||||||||||
Gains
on asset sales, net of equipment impairments
|
(1 | ) | (36 | ) | (204 | ) | (286 | ) | ||||||||
Asset
impairments
|
— | — | — | 120 | ||||||||||||
Gain
on reconsolidation of Canadian Debtors and other foreign
entities
|
(4 | ) | — | (69 | ) | — | ||||||||||
DIP
Facility and Exit Facilities financing and CalGen Secured Debt repayment
costs
|
— | 22 | (4 | ) | 182 | |||||||||||
Interest
(income) on accumulated cash
|
— | (16 | ) | (7 | ) | (39 | ) | |||||||||
Other
|
— | 76 | (4 | ) | 213 | |||||||||||
Total
reorganization items
|
$ | (2 | ) | $ | (3,940 | ) | $ | (263 | ) | $ | (3,366 | ) |
Three Months
|
Nine Months
|
|||||||
Ended
|
Ended
|
|||||||
September 30, 2007
|
September 30, 2007
|
|||||||
Total
revenue
|
$ | 2,178 | $ | 5,558 | ||||
Total
cost of revenue
|
1,931 | 5,397 | ||||||
Operating
(income)
|
(62 | ) | (51 | ) | ||||
Income
from operations
|
309 | 212 | ||||||
Interest
expense
|
498 | 876 | ||||||
Other
(income) expense, net
|
(138 | ) | (136 | ) | ||||
Reorganization
items
|
(3,833 | ) | (3,348 | ) | ||||
Provision
for income taxes
|
40 | 110 | ||||||
Net
income
|
$ | 3,742 | $ | 2,710 |
Nine Months
|
||||
Ended
|
||||
September 30, 2007
|
||||
Net
cash provided by (used in):
|
||||
Operating
activities
|
$
|
(54
|
)
|
|
Investing
activities
|
472
|
|||
Financing
activities
|
273
|
|||
Net
increase in cash and cash equivalents
|
691
|
|||
Cash
and cash equivalents, beginning of period
|
883
|
|||
Cash
and cash equivalents, end of period
|
$
|
1,574
|
||
Net
cash paid for reorganization items included in operating
activities
|
$
|
88
|
||
Net
cash received from reorganization items included in investing
activities
|
$
|
(577
|
)
|
|
Net
cash paid for reorganization items included in financing
activities
|
$
|
74
|
September 30,
|
December 31,
|
|||||||
2008
|
2007
|
|||||||
Buildings,
machinery and equipment
|
$ | 13,303 | $ | 13,439 | ||||
Geothermal
properties
|
961 | 944 | ||||||
Other
|
253 | 259 | ||||||
14,517 | 14,642 | |||||||
Less:
Accumulated depreciation
|
(2,848 | ) | (2,582 | ) | ||||
11,669 | 12,060 | |||||||
Land
|
73 | 77 | ||||||
Construction
in progress
|
181 | 155 | ||||||
Property,
plant and equipment, net
|
$ | 11,923 | $ | 12,292 |
Ownership
|
||||||||||||
Interest as of
|
||||||||||||
September 30,
|
September 30,
|
December 31,
|
||||||||||
2008
|
2008
|
2007
|
||||||||||
Greenfield
LP
|
50% | $ | 77 | $ | 114 | |||||||
OMEC
|
100% | 155 | 146 | |||||||||
RockGen
|
100% | 143 | — | |||||||||
Auburndale
|
10% | 9 | — | |||||||||
Whitby
|
50% | (11 | ) | — | ||||||||
Total
investments
|
$ | 373 | $ | 260 |
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Net
income
|
$ | 136 | $ | 3,794 | $ | 119 | $ | 2,835 | ||||||||
Other
comprehensive income:
|
||||||||||||||||
Gain
(loss) on cash flow hedges before reclassification adjustment for cash
flow hedges realized in net income
|
745 | (51 | ) | 173 | (56 | ) | ||||||||||
Reclassification
adjustment for cash flow hedges realized in net income
|
119 | (12 | ) | 141 | 17 | |||||||||||
Foreign
currency translation loss
|
(3 | ) | (4 | ) | (9 | ) | (15 | ) | ||||||||
Provision
for income taxes
|
(97 | ) | (4 | ) | (101 | ) | (13 | ) | ||||||||
Total
comprehensive income
|
$ | 900 | $ | 3,723 | $ | 323 | $ | 2,768 |
September 30,
|
December 31,
|
|||||||
2008
|
2007
|
|||||||
Exit
Credit Facility
|
$ | 5,935 | $ | — | ||||
DIP
Facility
|
— | 3,970 | ||||||
Second
Priority Debt
|
— | 3,672 | ||||||
Construction/project
financing
|
2,008 | 1,944 | ||||||
CCFC
financing
|
777 | 780 | ||||||
Preferred
interests
|
335 | 575 | ||||||
Notes
payable and other borrowings
|
363 | 432 | ||||||
Capital
lease obligations
|
277 | 283 | ||||||
Commodity
Collateral Revolver
|
100 | — | ||||||
Total
debt(1)
|
9,795 | 11,656 | ||||||
Less:
Current maturities
|
662 | 1,710 | ||||||
Debt,
net of current portion(1)
|
$ | 9,133 | $ | 9,946 |
(1)
|
Our
debt balance at December 31, 2007, does not include $3.7 billion in
debt that was classified as LSTC. These balances were settled upon our
emergence from Chapter 11 on the Effective Date. See Note 2 of
the Notes to Consolidated Condensed Financial Statements for a further
discussion of our emergence from
Chapter 11.
|
|
•
|
The
Exit Credit Facility, comprising (i) approximately $6.0 billion of
senior secured term loans; (ii) a $1.0 billion senior secured
revolving facility; and (iii) the ability to raise up to $2.0 billion
of incremental term loans available on a senior secured basis in order to
refinance secured debt of subsidiaries under an “accordion” provision;
and
|
|
•
|
The
Bridge Facility, which, prior to its repayment as described below,
provided for a $300 million senior secured bridge term
loan.
|
|
•
|
Incur
additional indebtedness and issue
stock;
|
|
•
|
Make
prepayments on or purchase indebtedness in whole or in
part;
|
|
•
|
Pay
dividends and other distributions with respect to our stock or repurchase
our stock or make other restricted
payments;
|
|
•
|
Use
money borrowed under the Exit Credit Facility for non-guarantors
(including foreign subsidiaries);
|
|
•
|
Make
certain investments;
|
|
•
|
Create
or incur liens to secure debt;
|
|
•
|
Consolidate
or merge with another entity, or allow one of our subsidiaries to do
so;
|
|
•
|
Lease,
transfer or sell assets and use proceeds of permitted asset leases,
transfers or sales;
|
|
•
|
Limit
dividends or other distributions from certain subsidiaries up to Calpine
Corporation;
|
|
•
|
Make
capital expenditures beyond specified
limits;
|
|
•
|
Engage
in certain business activities; and
|
|
•
|
Acquire
facilities or other businesses.
|
Recurring Fair Value Measures at Fair Value as of September 30, 2008
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
(in
millions)
|
||||||||||||||||
Assets:
|
||||||||||||||||
Commodity
instruments
|
$ | 773 | $ | 197 | $ | 1,822 | $ | 2,792 | ||||||||
Interest
rate swaps
|
— | 27 | — | 27 | ||||||||||||
Total
derivative assets
|
773 | 224 | 1,822 | 2,819 | ||||||||||||
Cash
equivalents(1)
|
1,074 | — | — | 1,074 | ||||||||||||
Margin
deposits(2)
|
410 | — | — | 410 | ||||||||||||
Total
|
$ | 2,257 | $ | 224 | $ | 1,822 | $ | 4,303 | ||||||||
Liabilities:
|
||||||||||||||||
Commodity
instruments
|
$ | (984 | ) | $ | (200 | ) | $ | (1,568 | ) | $ | (2,752 | ) | ||||
Interest
rate swaps
|
— | (159 | ) | — | (159 | ) | ||||||||||
Total
derivative liabilities
|
(984 | ) | (359 | ) | (1,568 | ) | (2,911 | ) | ||||||||
Margin
deposits held by us posted by our counterparties(2)
|
(184 | ) | — | — | (184 | ) | ||||||||||
Total
|
$ | (1,168 | ) | $ | (359 | ) | $ | (1,568 | ) | $ | (3,095 | ) |
(1)
|
Amounts
represent cash equivalents invested in money market accounts and are
included in cash and cash equivalents and restricted cash on our
Consolidated Condensed Balance Sheet. As of September 30, 2008, we
had cash equivalents of $701 million included in cash and cash equivalents
and $373 million included in restricted
cash.
|
(2)
|
Margin
deposits and margin deposits held by us posted by our counterparties
represent cash collateral paid between us and our counterparties to
support our derivative contracts.
|
Three Months
|
Nine Months
|
|||||||
Ended
|
Ended
|
|||||||
September 30, 2008
|
September 30, 2008
|
|||||||
Balance,
beginning of period(1)
|
$ | (649 | ) | $ | (23 | ) | ||
Realized
and unrealized gains (losses):
|
||||||||
Included
in net income(2)
|
204 | 152 | ||||||
Included
in OCI
|
719 | 280 | ||||||
Purchases,
issuances and settlements, net
|
(15 | ) | (147 | ) | ||||
Transfers
in and/or out of level 3(3)
|
(5 | ) | (8 | ) | ||||
Balance,
end of period
|
$ | 254 | $ | 254 | ||||
Change
in unrealized gains relating to instruments still held as of
September 30, 2008(2)
|
$ | 204 | $ | 152 |
(1)
|
Our
portfolio of derivative assets and liabilities as of December 31,
2007, is adjusted for the day one loss of $(22) million recognized upon
adoption of SFAS No. 157 on January 1,
2008.
|
(2)
|
Includes
$86 million and $45 million recorded in operating revenues (for
electricity contracts) and $118 million and $107 million recorded in fuel
and purchased energy expense (for gas contracts) for the three and nine
months ended September 30, 2008, respectively, as shown 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.
|
September 30,
2008
|
||||||||||||
Total
|
||||||||||||
Interest Rate
|
Commodity
|
Derivative
|
||||||||||
Swaps
|
Instruments
|
Instruments
|
||||||||||
Current
derivative assets
|
$ | 10 | $ | 2,340 | $ | 2,350 | ||||||
Long-term
derivative assets
|
17 | 452 | 469 | |||||||||
Total
derivative assets
|
$ | 27 | $ | 2,792 | $ | 2,819 | ||||||
Current
derivative liabilities
|
$ | 85 | $ | 2,348 | $ | 2,433 | ||||||
Long-term
derivative liabilities
|
74 | 404 | 478 | |||||||||
Total
derivative liabilities
|
$ | 159 | $ | 2,752 | $ | 2,911 | ||||||
Net
derivative assets (liabilities)
|
$ | (132 | ) | $ | 40 | $ | (92 | ) |
December 31,
2007
|
||||||||||||
Total
|
||||||||||||
Interest Rate
|
Commodity
|
Derivative
|
||||||||||
Swaps
|
Instruments
|
Instruments
|
||||||||||
Current
derivative assets
|
$ | — | $ | 731 | $ | 731 | ||||||
Long-term
derivative assets
|
— | 290 | 290 | |||||||||
Total
derivative assets
|
$ | — | $ | 1,021 | $ | 1,021 | ||||||
Current
derivative liabilities
|
$ | 53 | $ | 753 | $ | 806 | ||||||
Long-term
derivative liabilities
|
116 | 462 | 578 | |||||||||
Total
derivative liabilities
|
$ | 169 | $ | 1,215 | $ | 1,384 | ||||||
Net
derivative liabilities
|
$ | (169 | ) | $ | (194 | ) | $ | (363 | ) |
September 30, 2008
|
||||
Margin
deposits
|
$
|
410
|
||
Gas
and power prepayments
|
70
|
|||
Total
margin deposits and gas and power prepayments with our counterparties(1)
|
$
|
480
|
||
Letters
of credit issued
|
$
|
458
|
||
First
priority liens under interest rate swap agreements
|
123
|
|||
Total
letters of credit and first priority liens with our
counterparties
|
$
|
581
|
||
Margin
deposits held by us posted by our counterparties(2)
|
$
|
184
|
||
Letters
of credit posted with us by our counterparties
|
1
|
|||
Total
margin deposits and letters of credit posted with us by our
counterparties
|
$
|
185
|
(1)
|
$460
million included in margin deposits and other prepaid expense and $20
million included in other assets on our Consolidated Condensed Balance
Sheet.
|
(2)
|
Included
in other current liabilities on our Consolidated Condensed Balance
Sheet.
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
(shares
in thousands)
|
||||||||||||||||
Diluted
weighted average shares calculation:
|
||||||||||||||||
Weighted
average shares outstanding (basic)
|
485,073 | 479,312 | 485,027 | 479,208 | ||||||||||||
Restricted
stock awards
|
668 | — | 561 | — | ||||||||||||
Employee
stock options
|
— | 305 | — | 335 | ||||||||||||
Weighted
average shares outstanding (diluted)
|
485,741 | 479,617 | 485,588 | 479,543 |
Weighted
|
|||||||||||||
Average
|
|||||||||||||
Weighted
|
Remaining
|
Aggregate
|
|||||||||||
Number of
|
Average
|
Term
|
Intrinsic Value
|
||||||||||
Options
|
Exercise Price
|
(in years)
|
(in millions)
|
||||||||||
Outstanding
– December 31, 2007
|
—
|
$
|
—
|
||||||||||
Granted
|
13,668,034
|
$
|
19.69
|
||||||||||
Exercised
|
—
|
$
|
—
|
||||||||||
Forfeited
|
893,100
|
$
|
17.34
|
||||||||||
Expired
|
—
|
$
|
—
|
||||||||||
Outstanding
– September 30, 2008
|
12,774,934
|
$
|
19.86
|
7.7
|
$
|
—
|
|||||||
Exercisable
– September 30, 2008
|
399,200
|
$
|
17.43
|
7.8
|
$
|
—
|
|||||||
Vested
and expected to vest – September 30, 2008
|
12,581,501
|
$
|
19.89
|
7.7
|
$
|
—
|
September 30, 2008
|
||||
Expected
term (in years)(1)
|
5.0
– 6.1
|
|||
Risk-free
interest rate(2)
|
2.7
– 3.3
|
%
|
||
Expected
volatility(3)
|
35.9
– 48.2
|
%
|
||
Dividend
yield
|
—
|
|||
Weighted
average grant-date fair value (per option)
|
$
|
6.48
|
(1)
|
Expected
term calculated using the simplified
method.
|
(2)
|
Zero
Coupon U.S. Treasury rate based on expected
term.
|
(3)
|
Volatility
calculated using the weighted average implied volatility of our industry
peers’ exchange traded stock
options.
|
Weighted
|
|||||
Number of
|
Average
|
||||
Restricted
|
Grant-Date
|
||||
Stock Awards
|
Fair Value
|
||||
Nonvested
– December 31, 2007
|
—
|
$
|
—
|
||
Granted
|
2,733,352
|
$
|
16.71
|
||
Forfeited
|
795,229
|
$
|
16.57
|
||
Vested
|
178,500
|
$
|
16.90
|
||
Nonvested
– September 30, 2008
|
1,759,623
|
$
|
16.75
|
Three
Months Ended September 30, 2008
|
||||||||||||||||||||||
Consolidation
|
||||||||||||||||||||||
And
|
||||||||||||||||||||||
West
|
Texas
|
Southeast
|
North
|
Other
|
Elimination
|
Total
|
||||||||||||||||
Revenues
from external customers
|
$
|
1,202
|
$
|
1,354
|
$
|
374
|
$
|
208
|
$
|
52
|
$
|
—
|
$
|
3,190
|
||||||||
Intersegment
revenues
|
11
|
89
|
74
|
2
|
4
|
(180
|
)
|
—
|
||||||||||||||
Total
revenue
|
$
|
1,213
|
$
|
1,443
|
$
|
448
|
$
|
210
|
$
|
56
|
$
|
(180
|
)
|
$
|
3,190
|
|||||||
Commodity
Margin
|
$
|
345
|
$
|
272
|
$
|
106
|
$
|
96
|
$
|
23
|
$
|
—
|
$
|
842
|
||||||||
Add:
Mark-to-market commodity activity, net and other revenue(1)
|
7
|
52
|
1
|
1
|
(32
|
)
|
(3
|
)
|
26
|
|||||||||||||
Less:
|
||||||||||||||||||||||
Plant
operating expense
|
94
|
53
|
29
|
21
|
3
|
(2
|
)
|
198
|
||||||||||||||
Depreciation
and amortization expense
|
48
|
31
|
17
|
15
|
1
|
(2
|
)
|
110
|
||||||||||||||
Other
cost of revenue
|
14
|
—
|
4
|
7
|
1
|
—
|
26
|
|||||||||||||||
Gross
profit (loss)
|
196
|
240
|
57
|
54
|
(14
|
)
|
1
|
534
|
||||||||||||||
Other
operating expense
|
262
|
|||||||||||||||||||||
Income
from operations
|
272
|
|||||||||||||||||||||
Interest
expense, net of interest income
|
201
|
|||||||||||||||||||||
Other
(income) expense, net
|
17
|
|||||||||||||||||||||
Income
before reorganization items and income taxes
|
54
|
|||||||||||||||||||||
Reorganization
items
|
(2
|
)
|
||||||||||||||||||||
Income
before income taxes
|
$
|
56
|
Three
Months Ended September 30, 2007
|
||||||||||||||||||||||
Consolidation
|
||||||||||||||||||||||
and
|
||||||||||||||||||||||
West
|
Texas
|
Southeast
|
North
|
Other
|
Elimination
|
Total
|
||||||||||||||||
Revenues
from external customers
|
$
|
1,032
|
$
|
784
|
$
|
327
|
$
|
186
|
$
|
(5
|
)
|
$
|
—
|
$
|
2,324
|
|||||||
Intersegment
revenues
|
7
|
1
|
41
|
6
|
2
|
(57
|
)
|
—
|
||||||||||||||
Total
revenue
|
$
|
1,039
|
$
|
785
|
$
|
368
|
$
|
192
|
$
|
(3
|
)
|
$
|
(57
|
)
|
$
|
2,324
|
||||||
Commodity
Margin
|
$
|
385
|
$
|
168
|
$
|
112
|
$
|
79
|
$
|
(12
|
)
|
$
|
—
|
$
|
732
|
|||||||
Add:
Mark-to-market commodity activity, net and other revenue(1)
|
1
|
37
|
1
|
—
|
(15
|
)
|
(2
|
)
|
22
|
|||||||||||||
Less:
|
||||||||||||||||||||||
Plant
operating expense
|
81
|
44
|
29
|
21
|
10
|
(3
|
)
|
182
|
||||||||||||||
Depreciation
and amortization expense
|
52
|
31
|
18
|
14
|
1
|
(2
|
)
|
114
|
||||||||||||||
Other
cost of revenue
|
14
|
—
|
7
|
8
|
1
|
1
|
31
|
|||||||||||||||
Gross
profit (loss)
|
239
|
130
|
59
|
36
|
(39
|
)
|
2
|
427
|
||||||||||||||
Other
operating expense
|
45
|
|||||||||||||||||||||
Income
from operations
|
382
|
|||||||||||||||||||||
Interest
expense, net of interest income
|
603
|
|||||||||||||||||||||
Other
(income) expense, net
|
(126
|
)
|
||||||||||||||||||||
Loss
before reorganization items and income taxes
|
(95
|
)
|
||||||||||||||||||||
Reorganization
items
|
(3,940
|
)
|
||||||||||||||||||||
Income
before income taxes
|
$
|
3,845
|
Nine
Months Ended September 30, 2008
|
||||||||||||||||||||||
Consolidation
|
||||||||||||||||||||||
and
|
||||||||||||||||||||||
West
|
Texas
|
Southeast
|
North
|
Other
|
Elimination
|
Total
|
||||||||||||||||
Revenues
from external customers
|
$
|
3,320
|
$
|
3,180
|
$
|
1,031
|
$
|
528
|
$
|
(90
|
)
|
$
|
—
|
$
|
7,969
|
|||||||
Intersegment
revenues
|
32
|
205
|
167
|
13
|
9
|
(426
|
)
|
—
|
||||||||||||||
Total
revenue
|
$
|
3,352
|
$
|
3,385
|
$
|
1,198
|
$
|
541
|
$
|
(81
|
)
|
$
|
(426
|
)
|
$
|
7,969
|
||||||
Commodity
Margin
|
$
|
954
|
$
|
660
|
$
|
234
|
$
|
230
|
$
|
35
|
$
|
—
|
$
|
2,113
|
||||||||
Add:
Mark-to-market commodity activity, net and other revenue(1)
|
21
|
93
|
2
|
1
|
(187
|
)
|
(9
|
)
|
(79
|
)
|
||||||||||||
Less:
|
||||||||||||||||||||||
Plant
operating expense
|
293
|
163
|
79
|
70
|
40
|
(9
|
)
|
636
|
||||||||||||||
Depreciation
and amortization expense
|
142
|
94
|
54
|
40
|
3
|
(4
|
)
|
329
|
||||||||||||||
Other
cost of revenue
|
44
|
—
|
20
|
19
|
5
|
—
|
88
|
|||||||||||||||
Gross
profit (loss)
|
496
|
496
|
83
|
102
|
(200
|
)
|
4
|
981
|
||||||||||||||
Other
operating expense
|
358
|
|||||||||||||||||||||
Income
from operations
|
623
|
|||||||||||||||||||||
Interest
expense, net of interest income
|
799
|
|||||||||||||||||||||
Other
(income) expense, net
|
28
|
|||||||||||||||||||||
Loss
before reorganization items and income taxes
|
(204
|
)
|
||||||||||||||||||||
Reorganization
items
|
(263
|
)
|
||||||||||||||||||||
Income
before income taxes
|
$
|
59
|
Nine
Months Ended September 30, 2007
|
||||||||||||||||||||||
Consolidation
|
||||||||||||||||||||||
and
|
||||||||||||||||||||||
West
|
Texas
|
Southeast
|
North
|
Other
|
Elimination
|
Total
|
||||||||||||||||
Revenues
from external customers
|
$
|
2,636
|
$
|
2,104
|
$
|
828
|
$
|
485
|
$
|
(7
|
)
|
$
|
—
|
$
|
6,046
|
|||||||
Intersegment
revenues
|
22
|
(1
|
)
|
113
|
8
|
17
|
(159
|
)
|
—
|
|||||||||||||
Total
revenue
|
$
|
2,658
|
$
|
2,103
|
$
|
941
|
$
|
493
|
$
|
10
|
$
|
(159
|
)
|
$
|
6,046
|
|||||||
Commodity
Margin
|
$
|
880
|
$
|
392
|
$
|
214
|
$
|
217
|
$
|
(14
|
)
|
$
|
—
|
$
|
1,689
|
|||||||
Add:
Mark-to-market commodity activity, net and other revenue(1)
|
16
|
89
|
9
|
—
|
(36
|
)
|
(18
|
)
|
60
|
|||||||||||||
Less:
|
||||||||||||||||||||||
Plant
operating expense
|
246
|
112
|
84
|
59
|
68
|
(8
|
)
|
561
|
||||||||||||||
Depreciation
and amortization expense
|
157
|
91
|
60
|
41
|
3
|
(2
|
)
|
350
|
||||||||||||||
Other
cost of revenue
|
36
|
—
|
23
|
25
|
22
|
(5
|
)
|
101
|
||||||||||||||
Gross
profit (loss)
|
457
|
278
|
56
|
92
|
(143
|
)
|
(3
|
)
|
737
|
|||||||||||||
Other
operating expense
|
136
|
|||||||||||||||||||||
Income
from operations
|
601
|
|||||||||||||||||||||
Interest
expense, net of interest income
|
1,133
|
|||||||||||||||||||||
Other
(income) expense, net
|
(134
|
)
|
||||||||||||||||||||
Loss
before reorganization items and income taxes
|
(398
|
)
|
||||||||||||||||||||
Reorganization
items
|
(3,366
|
)
|
||||||||||||||||||||
Income
before income taxes
|
$
|
2,968
|
(1)
|
Mark-to-market
commodity activity is included in operating revenues and fuel and
purchased energy expense on our Consolidated Condensed Statements of
Operations.
|
|
1.
|
Retain and Attract Skilled
Employees — We are engaging in a review and analysis of
our organizational structure and compensation metrics in order to better
align our employees’ interests with those of our shareholders. Our
objective is to identify and introduce further efficiencies into the
corporate and operating organization and to take steps to retain and
motivate key employees. Where necessary, we intend to recruit highly
talented individuals to help us improve performance and create
value.
|
|
2.
|
Excellence in
Operations — We are engaged in a Company-wide effort
aimed at increasing the return on invested capital through operational
performance improvements within our power generation facilities, along
with a range of initiatives at our power plants and regional and corporate
offices to reduce expenses. At the power plant level, it will include the
development and monitoring of key performance indicators that measure
employee and contractor safety, reliability, generation, efficiency and
station service utilization rates. At the regional and corporate office
level, it will include the development and monitoring of key performance
indicators that measure employee and contractor safety, productivity,
effectiveness and expense reduction. We intend to use the full year 2008
results as a base year to measure our future
performance.
|
|
3.
|
Optimize our Existing
Assets — While in Chapter 11, our primary focus was
to shed unproductive assets or restructure contracts so that unproductive
assets became cash flow positive. Our focus now is on a comprehensive
portfolio review encompassing asset and facility design, market
expectations, potential upgrades or expansion opportunities and financial
analysis. We believe that investing in additional capacity at our existing
power generation facilities will be a cost-effective and competitive means
of achieving growth while deploying capital at attractive rates of
return.
|
|
4.
|
Expand Our Portfolio
of Power Generation Facilities — We will take an
opportunistic approach to design, develop, construct and operate the next
generation of highly efficient, operationally flexible and environmentally
responsible power generation facilities. The goal is to continue to grow
our presence in our core markets—in particular, our two largest markets,
California and Texas—with an emphasis on either expansions or upgrades of
existing plants, or by adding new capacity supported by long-term hedging
programs, including PPAs and gas tolling agreements which are financed
with limited or non-recourse project
financing.
|
|
5.
|
Leverage Our Expertise in
Geothermal Operations — The design, development,
construction and operations of our steam fields and power generation
facilities are a core competency of our highly skilled employees. Our
Geysers Assets have an availability record of 97%, while other renewable
resources require wind or sunlight, making them less reliable. We have
plans for additional development at our Geysers
Assets.
|
|
•
|
Regulatory
Environment
|
|
•
|
Financial
Reporting Matters Following Our Emergence from
Chapter 11
|
|
•
|
Results
of Operations
|
|
•
|
Commodity
Margin and Adjusted EBITDA
|
|
•
|
Liquidity
and Capital Resources
|
|
•
|
Risk
Management and Commodity Accounting
|
|
•
|
Anticipated
carbon and greenhouse gas
legislation
|
|
•
|
CAIR
|
|
•
|
Competitive
Renewable Energy Zones (wind-generated electricity) implementation in
Texas
|
|
•
|
Implementation
of a nodal market in Texas
|
|
•
|
Renewable
energy proposal in California
|
|
•
|
California
MRTU
|
2008
|
2007
|
$ Change
|
% Change
|
|||||||||||||
Operating
revenues:
|
||||||||||||||||
Commodity
revenue
|
$ | 2,899 | $ | 2,231 | $ | 668 | 30 | % | ||||||||
Mark-to-market
|
279 | 87 | 192 | # | ||||||||||||
Other
revenue
|
12 | 6 | 6 | # | ||||||||||||
Operating
revenues
|
3,190 | 2,324 | 866 | 37 | ||||||||||||
Cost
of revenue:
|
||||||||||||||||
Fuel
and purchased energy expense:
|
||||||||||||||||
Commodity
expense
|
2,057 | 1,499 | (558 | ) | (37 | ) | ||||||||||
Mark-to-market
|
265 | 71 | (194 | ) | # | |||||||||||
Fuel
and purchased energy expense
|
2,322 | 1,570 | (752 | ) | (48 | ) | ||||||||||
Plant
operating expense
|
198 | 182 | (16 | ) | (9 | ) | ||||||||||
Depreciation
and amortization expense
|
110 | 114 | 4 | 4 | ||||||||||||
Other
cost of revenue
|
26 | 31 | 5 | 16 | ||||||||||||
Total
cost of revenue
|
2,656 | 1,897 | (759 | ) | (40 | ) | ||||||||||
Gross
profit
|
534 | 427 | 107 | 25 | ||||||||||||
Sales,
general and other administrative expense
|
58 | 33 | (25 | ) | (76 | ) | ||||||||||
Impairment
charges
|
179 | — | (179 | ) | — | |||||||||||
Other
operating expense
|
25 | 12 | (13 | ) | # | |||||||||||
Income
from operations
|
272 | 382 | (110 | ) | (29 | ) | ||||||||||
Interest
expense
|
212 | 617 | 405 | 66 | ||||||||||||
Interest
(income)
|
(11 | ) | (14 | ) | (3 | ) | (21 | ) | ||||||||
Minority
interest (income) expense
|
(1 | ) | 1 | 2 | # | |||||||||||
Other
(income) expense, net
|
18 | (127 | ) | (145 | ) | # | ||||||||||
Income
(loss) before reorganization items and income taxes
|
54 | (95 | ) | 149 | # | |||||||||||
Reorganization
items
|
(2 | ) | (3,940 | ) | (3,938 | ) | # | |||||||||
Income
before income taxes
|
56 | 3,845 | (3,789 | ) | (99 | ) | ||||||||||
(Benefit)
provision for income taxes
|
(80 | ) | 51 | 131 | # | |||||||||||
Net
income
|
$ | 136 | $ | 3,794 | $ | (3,658 | ) | (96 | ) | |||||||
Operating
Performance Metrics:
|
||||||||||||||||
MWh
generated (in thousands)
|
25,773 | 27,223 | (1,450 | ) | (5 | ) | ||||||||||
Average
availability
|
96.6 | % | 93.9 | % | 2.7 | 3 | ||||||||||
Average
total MW in operation
|
23,064 | 24,854 | (1,790 | ) | (7 | ) | ||||||||||
Average
capacity factor, excluding peakers
|
55.2 | % | 54.6 | % | 0.6 | 1 | ||||||||||
Steam
adjusted Heat Rate
|
7,274 | 7,211 | (63 | ) | (1 | ) |
#
|
Variance
of 100% or greater
|
2008
|
2007
|
$ Change
|
% Change
|
|||||||||||||
Provision
for expected allowed claims
|
$ | (1 | ) | $ | (4,030 | ) | $ | (4,029 | ) | # | % | |||||
Professional
fees
|
4 | 44 | 40 | 91 | ||||||||||||
Gains
on asset sales, net of equipment impairments
|
(1 | ) | (36 | ) | (35 | ) | (97 | ) | ||||||||
Gain
on reconsolidation of Canadian Debtors and other foreign
entities
|
(4 | ) | — | 4 | — | |||||||||||
Exit
Facilities financing costs
|
— | 22 | 22 | # | ||||||||||||
Interest
(income) on accumulated cash
|
— | (16 | ) | (16 | ) | # | ||||||||||
Other
|
— | 76 | 76 | # | ||||||||||||
Total
reorganization items
|
$ | (2 | ) | $ | (3,940 | ) | $ | (3,938 | ) | # |
#
|
Variance
of 100% or greater
|
2008
|
2007
|
$ Change
|
% Change
|
|||||||||||||
Operating
revenues:
|
||||||||||||||||
Commodity
revenue
|
$ | 7,759 | $ | 5,774 | $ | 1,985 | 34 | % | ||||||||
Mark-to-market
|
175 | 222 | (47 | ) | (21 | ) | ||||||||||
Other
revenue
|
35 | 50 | (15 | ) | (30 | ) | ||||||||||
Operating
revenues
|
7,969 | 6,046 | 1,923 | 32 | ||||||||||||
Cost
of revenue:
|
||||||||||||||||
Fuel
and purchased energy expense:
|
||||||||||||||||
Commodity
expense
|
5,646 | 4,085 | (1,561 | ) | (38 | ) | ||||||||||
Mark-to-market
|
289 | 212 | (77 | ) | (36 | ) | ||||||||||
Fuel
and purchased energy expense
|
5,935 | 4,297 | (1,638 | ) | (38 | ) | ||||||||||
Plant
operating expense
|
636 | 561 | (75 | ) | (13 | ) | ||||||||||
Depreciation
and amortization expense
|
329 | 350 | 21 | 6 | ||||||||||||
Other
cost of revenue
|
88 | 101 | 13 | 13 | ||||||||||||
Total
cost of revenue
|
6,988 | 5,309 | (1,679 | ) | (32 | ) | ||||||||||
Gross
profit
|
981 | 737 | 244 | 33 | ||||||||||||
Sales,
general and other administrative expense
|
154 | 112 | (42 | ) | (38 | ) | ||||||||||
Impairment
charges
|
179 | — | (179 | ) | — | |||||||||||
Other
operating expense
|
25 | 24 | (1 | ) | (4 | ) | ||||||||||
Income
from operations
|
623 | 601 | 22 | 4 | ||||||||||||
Interest
expense
|
837 | 1,181 | 344 | 29 | ||||||||||||
Interest
(income)
|
(38 | ) | (48 | ) | (10 | ) | (21 | ) | ||||||||
Minority
interest income
|
(1 | ) | — | 1 | — | |||||||||||
Other
(income) expense, net
|
29 | (134 | ) | (163 | ) | # | ||||||||||
Loss
before reorganization items and income taxes
|
(204 | ) | (398 | ) | 194 | 49 | ||||||||||
Reorganization
items
|
(263 | ) | (3,366 | ) | (3,103 | ) | (92 | ) | ||||||||
Income
before income taxes
|
59 | 2,968 | (2,909 | ) | (98 | ) | ||||||||||
(Benefit)
provision for income taxes
|
(60 | ) | 133 | 193 | # | |||||||||||
Net
income
|
$ | 119 | $ | 2,835 | $ | (2,716 | ) | (96 | ) | |||||||
Operating
Performance Metrics:
|
||||||||||||||||
MWh
generated (in thousands)
|
67,890 | 69,005 | (1,115 | ) | (2 | ) | ||||||||||
Average
availability
|
90.8 | % | 91.5 | % | (0.7 | ) | (1 | ) | ||||||||
Average
total MW in operation
|
23,097 | 25,098 | (2,001 | ) | (8 | ) | ||||||||||
Average
capacity factor, excluding peakers
|
49.0 | % | 46.5 | % | 2.5 | 5 | ||||||||||
Steam
adjusted Heat Rate
|
7,237 | 7,172 | (65 | ) | (1 | ) |
#
|
Variance
of 100% or greater
|
2008
|
2007
|
$ Change
|
% Change
|
|||||||||||||
Provision
for expected allowed claims
|
$ | (55 | ) | $ | (3,695 | ) | $ | (3,640 | ) | (99 | )% | |||||
Professional
fees
|
80 | 139 | 59 | 42 | ||||||||||||
Gains
on asset sales, net of equipment impairments
|
(204 | ) | (286 | ) | (82 | ) | (29 | ) | ||||||||
Asset
impairments
|
— | 120 | 120 | # | ||||||||||||
Gain
on reconsolidation of Canadian Debtors and other foreign
entities
|
(69 | ) | — | 69 | — | |||||||||||
DIP
Facility and Exit Facilities financing and CalGen Secured Debt repayment
costs
|
(4 | ) | 182 | 186 | # | |||||||||||
Interest
(income) on accumulated cash
|
(7 | ) | (39 | ) | (32 | ) | (82 | ) | ||||||||
Other
|
(4 | ) | 213 | 217 | # | |||||||||||
Total
reorganization items
|
$ | (263 | ) | $ | (3,366 | ) | $ | (3,103 | ) | (92 | ) |
#
|
Variance
of 100% or greater
|
Three Months Ended September 30,
|
||||||||||||||||
West:
|
2008
|
2007
|
Change
|
% Change
|
||||||||||||
Commodity
Margin
|
$ | 345 | $ | 385 | $ | (40 | ) | (10 | )% | |||||||
MWh
generated (in thousands)
|
10,563 | 10,218 | 345 | 3 | ||||||||||||
Average
availability
|
95.8 | % | 94.2 | % | 1.6 | 2 | ||||||||||
Average
total MW in operation
|
7,246 | 7,246 | –– | –– | ||||||||||||
Average
capacity factor, excluding peakers
|
73.9 | % | 72.1 | % | 1.8 | 2 | ||||||||||
Steam
adjusted Heat Rate
|
7,314 | 7,313 | (1 | ) | –– |
Three Months Ended September 30,
|
||||||||||||||||
Texas:
|
2008
|
2007
|
Change
|
% Change
|
||||||||||||
Commodity
Margin
|
$ | 272 | $ | 168 | $ | 104 | 62 | % | ||||||||
MWh
generated (in thousands)
|
9,830 | 9,907 | (77 | ) | (1 | ) | ||||||||||
Average
availability
|
96.9 | % | 96.2 | % | 0.7 | 1 | ||||||||||
Average
total MW in operation
|
7,251 | 7,266 | (15 | ) | –– | |||||||||||
Average
capacity factor, excluding peakers
|
61.4 | % | 61.8 | % | (0.4 | ) | (1 | ) | ||||||||
Steam
adjusted Heat Rate
|
7,147 | 6,967 | (180 | ) | (3 | ) |
Three Months Ended September 30,
|
||||||||||||||||
Southeast:
|
2008
|
2007
|
Change
|
% Change
|
||||||||||||
Commodity
Margin
|
$ | 106 | $ | 112 | $ | (6 | ) | (5 | )% | |||||||
MWh
generated (in thousands)
|
3,753 | 5,185 | (1,432 | ) | (28 | ) | ||||||||||
Average
availability
|
97.4 | % | 91.5 | % | 5.9 | 6 | ||||||||||
Average
total MW in operation
|
6,205 | 7,327 | (1,122 | ) | (15 | ) | ||||||||||
Average
capacity factor, excluding peakers
|
29.8 | % | 34.1 | % | (4.3 | ) | (13 | ) | ||||||||
Steam
adjusted Heat Rate
|
7,335 | 7,441 | 106 | 1 |
Three Months Ended September 30,
|
||||||||||||||||
North:
|
2008
|
2007
|
Change
|
% Change
|
||||||||||||
Commodity
Margin
|
$ | 96 | $ | 79 | $ | 17 | 22 | % | ||||||||
MWh
generated (in thousands)
|
1,627 | 1,913 | (286 | ) | (15 | ) | ||||||||||
Average
availability
|
96.7 | % | 92.5 | % | 4.2 | 5 | ||||||||||
Average
total MW in operation
|
2,362 | 3,015 | (653 | ) | (22 | ) | ||||||||||
Average
capacity factor, excluding peakers
|
39.1 | % | 39.0 | % | 0.1 | –– | ||||||||||
Steam
adjusted Heat Rate
|
7,722 | 7,492 | (230 | ) | (3 | ) |
Three Months Ended September 30,
|
||||||||||||||||
Other:
|
2008
|
2007
|
Change
|
% Change
|
||||||||||||
Commodity
Margin
|
$ | 23 | $ | (12 | ) | $ | 35 | # | % |
#
|
Variance
of 100% or greater
|
Nine Months Ended September 30,
|
||||||||||||||||
West:
|
2008
|
2007
|
Change
|
% Change
|
||||||||||||
Commodity
Margin
|
$ | 954 | $ | 880 | $ | 74 | 8 | % | ||||||||
MWh
generated (in thousands)
|
27,702 | 26,461 | 1,241 | 5 | ||||||||||||
Average
availability
|
89.6 | % | 90.0 | % | (0.4 | ) | –– | |||||||||
Average
total MW in operation
|
7,246 | 7,293 | (47 | ) | (1 | ) | ||||||||||
Average
capacity factor, excluding peakers
|
65.9 | % | 62.4 | % | 3.5 | 6 | ||||||||||
Steam
adjusted Heat Rate
|
7,287 | 7,330 | 43 | 1 |
Nine Months Ended September 30,
|
||||||||||||||||
Texas:
|
2008
|
2007
|
Change
|
% Change
|
||||||||||||
Commodity
Margin
|
$ | 660 | $ | 392 | $ | 268 | 68 | % | ||||||||
MWh
generated (in thousands)
|
27,048 | 25,640 | 1,408 | 5 | ||||||||||||
Average
availability
|
90.1 | % | 91.8 | % | (1.7 | ) | (2 | ) | ||||||||
Average
total MW in operation
|
7,251 | 7,271 | (20 | ) | –– | |||||||||||
Average
capacity factor, excluding peakers
|
56.7 | % | 53.8 | % | 2.9 | 5 | ||||||||||
Steam
adjusted Heat Rate
|
7,090 | 6,823 | (267 | ) | (4 | ) |
Nine Months Ended September 30,
|
||||||||||||||||
Southeast:
|
2008
|
2007
|
Change
|
% Change
|
||||||||||||
Commodity
Margin
|
$ | 234 | $ | 214 | $ | 20 | 9 | % | ||||||||
MWh
generated (in thousands)
|
9,058 | 11,930 | (2,872 | ) | (24 | ) | ||||||||||
Average
availability
|
92.6 | % | 93.6 | % | (1.0 | ) | (1 | ) | ||||||||
Average
total MW in operation
|
6,238 | 7,518 | (1,280 | ) | (17 | ) | ||||||||||
Average
capacity factor, excluding peakers
|
24.5 | % | 26.2 | % | (1.7 | ) | (6 | ) | ||||||||
Steam
adjusted Heat Rate
|
7,409 | 7,470 | 61 | 1 |
Nine Months Ended September 30,
|
||||||||||||||||
North:
|
2008
|
2007
|
Change
|
% Change
|
||||||||||||
Commodity
Margin
|
$ | 230 | $ | 217 | $ | 13 | 6 | % | ||||||||
MWh
generated (in thousands)
|
4,082 | 4,974 | (892 | ) | (18 | ) | ||||||||||
Average
availability
|
92.0 | % | 89.8 | % | 2.2 | 2 | ||||||||||
Average
total MW in operation
|
2,362 | 3,016 | (654 | ) | (22 | ) | ||||||||||
Average
capacity factor, excluding peakers
|
33.8 | % | 36.3 | % | (2.5 | ) | (7 | ) | ||||||||
Steam
adjusted Heat Rate
|
7,596 | 7,659 | 63 | 1 |
Nine Months Ended September 30,
|
||||||||||||||||
Other:
|
2008
|
2007
|
Change
|
% Change
|
||||||||||||
Commodity
Margin
|
$ | 35 | $ | (14 | ) | $ | 49 | # | % |
#
|
Variance
of 100% or greater
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Cash
provided by operating activities
|
$ | 941 | $ | 256 | $ | 355 | $ | 72 | ||||||||
Less:
|
||||||||||||||||
Changes
in operating assets and liabilities
|
420 | 217 | (12 | ) | 139 | |||||||||||
Additional
adjustments to reconcile GAAP net income to net cash provided by (used in)
operating activities:
|
||||||||||||||||
Depreciation
and amortization expense(1)
|
138 | 136 | 418 | 420 | ||||||||||||
Deferred
income taxes
|
(145 | ) | 51 | (60 | ) | 133 | ||||||||||
Panda
settlement
|
13 | — | 13 | — | ||||||||||||
Change
in the fair value of derivative assets and liabilities and derivative
contracts classified as financing activities
|
162 | (14 | ) | (30 | ) | (24 | ) | |||||||||
Reorganization
items
|
(9 | ) | (3,956 | ) | (331 | ) | (3,459 | ) | ||||||||
Impairment
charges
|
179 | — | 179 | — | ||||||||||||
Loss
on sale of assets, excluding reorganization items
|
— | 22 | 6 | 24 | ||||||||||||
Other
|
47 | 6 | 53 | 4 | ||||||||||||
GAAP
net income
|
136 | 3,794 | 119 | 2,835 | ||||||||||||
Add:
|
||||||||||||||||
Adjustments
to reconcile GAAP net income to Adjusted EBITDA:
|
||||||||||||||||
Interest
expense, net of interest income
|
201 | 603 | 799 | 1,133 | ||||||||||||
Depreciation
and amortization expense, excluding deferred financing costs(1)
|
117 | 125 | 357 | 383 | ||||||||||||
(Benefit)
provision for income taxes
|
(80 | ) | 51 | (60 | ) | 133 | ||||||||||
Impairment charges
|
179 | — | 179 | — | ||||||||||||
Loss
on sale of assets, excluding reorganization items
|
— | 22 | 6 | 24 | ||||||||||||
Reorganization
items
|
(2 | ) | (3,940 | ) | (263 | ) | (3,366 | ) | ||||||||
Major
maintenance expense
|
22 | 4 | 118 | 78 | ||||||||||||
Losses
on repurchase or extinguishment of debt
|
— | — | 13 | — | ||||||||||||
Operating
lease expense
|
12 | 15 | 35 | 39 | ||||||||||||
Gains
on derivatives (non-cash portion)
|
(38 | ) | (20 | ) | (10 | ) | (22 | ) | ||||||||
Claim
settlement income
|
— | (129 | ) | — | (129 | ) | ||||||||||
Stock-based
compensation expense (income)
|
17 | — | 36 | (1 | ) | |||||||||||
Other
|
29 | (20 | ) | 32 | (26 | ) | ||||||||||
Adjusted
EBITDA
|
$ | 593 | $ | 505 | $ | 1,361 | $ | 1,081 |
(1)
|
Depreciation
and amortization in the GAAP net income calculation on our Consolidated
Condensed Statements of Operations excludes amortization of other assets
and amounts classified as sales, general and other administrative
expenses.
|
|
•
|
The
Exit Credit Facility, comprising (i) approximately $6.0 billion of
senior secured term loans; (ii) a $1.0 billion senior secured
revolving facility; and (iii) the ability to raise up to $2.0 billion
of incremental term loans available on a senior secured basis in order to
refinance secured debt of subsidiaries under an “accordion” provision;
and
|
|
•
|
The
Bridge Facility, which provided for a $300 million senior secured bridge
term loan. As of March 6, 2008, the Bridge Facility had been repaid
in full with proceeds from the sales of the Hillabee and Fremont
development project assets.
|
Asset
|
Transaction Description
|
Closing Date
|
Consideration
|
|||
RockGen Energy
Center
|
Purchase
of investment
|
January 15,
2008
|
$145
million allowed unsecured claim
|
|||
Hillabee development
project
|
Sale
of assets
|
February 14,
2008
|
$156
million
|
|||
Fremont development
project
|
Sale
of assets
|
March 5,
2008
|
$254
million
|
2008
|
2007
|
|||||||
Beginning
cash and cash equivalents
|
$ | 1,915 | $ | 1,077 | ||||
Net
cash provided by (used in):
|
||||||||
Operating
activities
|
355 | 72 | ||||||
Investing
activities
|
534 | 504 | ||||||
Financing
activities
|
(1,953 | ) | 50 | |||||
Net
(decrease) increase in cash and cash equivalents
|
(1,064 | ) | 626 | |||||
Ending
cash and cash equivalents
|
$ | 851 | $ | 1,703 |
Interest Rate
|
Commodity
|
|||||||||||
Swaps
|
Instruments
|
Total
|
||||||||||
Fair
value of contracts outstanding at January 1, 2008(1)
|
$ | (169 | ) | $ | (216 | ) | $ | (385 | ) | |||
Gains
recognized or otherwise settled during the period(2)
|
60 | 101 | 161 | |||||||||
Fair
value attributable to new contracts
|
(13 | ) | (164 | ) | (177 | ) | ||||||
Changes
in fair value attributable to price movements
|
(12 | ) | 322 | 310 | ||||||||
Change
in fair value attributable to adoption of SFAS
No. 157
|
2 | (3 | ) | (1 | ) | |||||||
Fair
value of contracts outstanding at September 30, 2008(3)
|
$ | (132 | ) | $ | 40 | $ | (92 | ) |
(1)
|
Reflects
our portfolio of derivative assets and liabilities as of December 31,
2007, adjusted for the day one loss of $(22) million recognized upon
adoption of SFAS No. 157 on January 1,
2008.
|
(2)
|
Commodity
gains recognized consist of (i) recognized gains from commodity cash flow
hedges of $60 million, (ii) gains related to deferred items of $31 million
and (iii) gains related to undesignated derivatives of $10 million
(represents a portion of operating revenues and fuel and purchased energy
expense as reported on our Consolidated Condensed Statements of
Operations).
|
(3)
|
Net
commodity and interest rate swap derivative assets (liabilities) reported
in Notes 8 and 9 of the Notes to Consolidated Condensed
Financial Statements.
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Power
contracts included in operating revenues
|
$ | 279 | $ | 87 | $ | 175 | $ | 222 | ||||||||
Gas
contracts included in fuel and purchased energy expense
|
(265 | ) | (71 | ) | (289 | ) | (212 | ) | ||||||||
Interest
rate swaps included in interest expense
|
— | (13 | ) | (3 | ) | (5 | ) | |||||||||
Total
mark-to-market activity
|
$ | 14 | $ | 3 | $ | (117 | ) | $ | 5 |
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Realized
gain (loss)(1)
|
$ | 44 | $ | 10 | $ | (93 | ) | $ | 21 | |||||||
Unrealized
gain (loss)
|
(30 | ) | (7 | ) | (24 | ) | (16 | ) | ||||||||
Total
mark-to-market gain (loss)
|
$ | 14 | $ | 3 | $ | (117 | ) | $ | 5 |
(1)
|
Balance
includes a non-cash gain of approximately $13 million and $22 million for
the three months ended September 30, 2008 and 2007, respectively, and
$33 million and $43 million for the nine months ended September 30,
2008 and 2007, respectively, from amortization of various
items.
|
Fair
Value Source
|
2008
|
2009-2010 | 2011-2012 |
After 2012
|
Total
|
|||||||||||||||
Prices
actively quoted
|
$ | 84 | $ | 372 | $ | 9 | $ | — | $ | 465 | ||||||||||
Prices
provided by other external sources
|
73 | (508 | ) | 12 | (1 | ) | (424 | ) | ||||||||||||
Prices
based on models and other valuation methods
|
— | 1 | — | (2 | ) | (1 | ) | |||||||||||||
Total
fair value
|
$ | 157 | $ | (135 | ) | $ | 21 | $ | (3 | ) | $ | 40 |
2008
|
||||
Three
months ended September 30:
|
||||
High
|
$
|
66
|
||
Low
|
$
|
44
|
||
Average
|
$
|
57
|
||
Nine
months ended September 30:
|
||||
High
|
$
|
70
|
||
Low
|
$
|
39
|
||
Average
|
$
|
52
|
||
As
of September 30
|
$
|
47
|
|
•
|
Credit
approvals;
|
|
•
|
Routine monitoring of
counterparties’ credit limits and their overall credit
ratings;
|
|
•
|
Limiting trading with high risk
counterparties;
|
|
•
|
Margin, collateral, or prepayment
arrangements; and
|
|
•
|
Payment netting agreements, or
master netting agreements 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
as of September 30,
2008)
|
2008
|
2009-2010 | 2011-2012 |
After 2012
|
Total
|
|||||||||||||||
Investment
grade
|
$ | 179 | $ | 25 | $ | 20 | $ | (3 | ) | $ | 221 | |||||||||
Non-investment
grade
|
— | — | — | (2 | ) | (2 | ) | |||||||||||||
No
external ratings
|
(22 | ) | (160 | ) | 1 | 2 | (179 | ) | ||||||||||||
Total
fair value
|
$ | 157 | $ | (135 | ) | $ | 21 | $ | (3 | ) | $ | 40 |
Fair Value
|
||||||||||||||||||||||||||||||||
September 30,
|
||||||||||||||||||||||||||||||||
2008
|
2009
|
2010
|
2011
|
2012
|
Thereafter
|
Total
|
2008
|
|||||||||||||||||||||||||
Debt
by Maturity Date:
|
||||||||||||||||||||||||||||||||
Fixed
Rate
|
$ | 18 | $ | 220 | $ | 246 | $ | 116 | $ | 67 | $ | 731 | $ | 1,398 | $ | 1,378 | ||||||||||||||||
Average
Interest Rate
|
9.1 | % | 6.6 | % | 7.3 | % | 8.2 | % | 9.9 | % | 8.9 | % | ||||||||||||||||||||
Variable
Rate
|
$ | 19 | $ | 448 | $ | 182 | $ | 1,709 | $ | 75 | $ | 5,987 | $ | 8,420 | $ | 7,630 | ||||||||||||||||
Average
Interest Rate
|
6.9 | % | 9.4 | % | 6.3 | % | 9.4 | % | 6.4 | % | 7.5 | % | ||||||||||||||||||||
Interest
Rate Derivative Instruments (Notional Value):
|
||||||||||||||||||||||||||||||||
Variable
to Fixed Swaps(1)
|
$ | 7,567 | $ | 7,517 | $ | 7,170 | $ | 4,900 | $ | 3,866 | $ | 64 | n/a | $ | (132 | ) | ||||||||||||||||
Average
Pay Rate
|
4.1 | % | 4.2 | % | 4.4 | % | 4.5 | % | 4.6 | % | 3.5 | % | ||||||||||||||||||||
Average
Receive Rate
|
4.0 | % | 3.8 | % | 3.5 | % | 3.8 | % | 4.0 | % | 4.3 | % |
(1)
|
Includes
interest rate swaps where forecasted issuance of variable rate debt is
deemed probable.
|
Exhibit
|
||
Number
|
Description
|
|
3.1
|
Amended
and Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed with the SEC on February 1,
2008).
|
|
3.2
|
Amended
and Restated By-Laws of the Company (incorporated by reference to
Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed
with the SEC on February 1, 2008).
|
|
10.1.1
|
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 (incorporated by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K filed with the SEC on
July 14, 2008).
|
|
10.2.1
|
Employment
Agreement, dated August 10, 2008, between the Company and
Jack A. Fusco (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the SEC on
August 12, 2008).†
|
|
10.2.2
|
Calpine
Corporation Executive Sign On Non-Qualified Stock Option Agreement
(Jack A. Fusco) (incorporated by reference to Exhibit 10.2 to
the Company’s Current Report on Form 8-K filed with the SEC on
August 12, 2008).†
|
|
10.2.3
|
Letter
Agreement, dated September 1, 2008, between the Company and
John B. Hill (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the SEC on
September 4, 2008).†
|
|
10.2.4
|
Calpine
Corporation Executive Sign On Non-Qualified Stock Option Agreement
(John B. Hill) (incorporated by reference to Exhibit 10.2 to the
Company’s Current Report on Form 8-K filed with the SEC on
September 4, 2008).†
|
|
10.2.5
|
Employment
Agreement, dated June 19, 2006, between the Company and
Gregory L. Doody (incorporated by reference to Exhibit 10.5.15
to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2006, filed with the SEC on March 14,
2007).†
|
|
10.2.6
|
Amendment,
dated July 16, 2008, to Employment Agreement, dated June 19,
2006, between the Company and Gregory L. Doody. (incorporated by
reference to Exhibit 10.2 to the Company’s Current Report on
Form 8-K filed with the SEC on July 22,
2008).†
|
|
10.2.7
|
Employment
Agreement, dated August 11, 2008, between the Company and
W. Thaddeus Miller.*†
|
|
10.2.8
|
Calpine
Corporation Executive Sign On Non-Qualified Stock Option Agreement
(Miller) (incorporated by reference to Exhibit 4.4 to the Company’s
Registration Statement on Form S-8 (Registration No. 333-153860)
filed with the SEC on October 6, 2008).†
|
|
10.2.9
|
Calpine
Corporation 2008 Calpine Incentive Plan.*†
|
|
31.1
|
Certification
of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule
15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
31.2
|
Certification
of the Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule
15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
|
*
|
Filed
herewith.
|
†
|
Management
contract or compensatory plan or
arrangement.
|
By:
|
/s/ ZAMIR
RAUF
|
|||
Zamir
Rauf
|
||||
Interim
Executive Vice President and
|
||||
Interim
Chief Financial Officer
|
||||
(principal
financial officer)
|
||||
Date: November 7,
2008
|
By:
|
/s/ KENNETH
A. GRAVES
|
|||
Kenneth
A. Graves
|
||||
Interim
Corporate Controller and
|
||||
Principal
Accounting Officer
|
||||
(principal
accounting officer)
|
||||
Date: November 7,
2008
|
Exhibit
|
||
Number
|
Description
|
|
3.1
|
Amended
and Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed with the SEC on February 1,
2008).
|
|
3.2
|
Amended
and Restated By-Laws of the Company (incorporated by reference to
Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed
with the SEC on February 1, 2008).
|
|
10.1.1
|
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 (incorporated by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K filed with the SEC on
July 14, 2008).
|
|
10.2.1
|
Employment
Agreement, dated August 10, 2008, between the Company and
Jack A. Fusco (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the SEC on
August 12, 2008).†
|
|
10.2.2
|
Calpine
Corporation Executive Sign On Non-Qualified Stock Option Agreement
(Jack A. Fusco) (incorporated by reference to Exhibit 10.2 to
the Company’s Current Report on Form 8-K filed with the SEC on
August 12, 2008).†
|
|
10.2.3
|
Letter
Agreement, dated September 1, 2008, between the Company and
John B. Hill (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the SEC on
September 4, 2008).†
|
|
10.2.4
|
Calpine
Corporation Executive Sign On Non-Qualified Stock Option Agreement
(John B. Hill) (incorporated by reference to Exhibit 10.2 to the
Company’s Current Report on Form 8-K filed with the SEC on
September 4, 2008).†
|
|
10.2.5
|
Employment
Agreement, dated June 19, 2006, between the Company and
Gregory L. Doody (incorporated by reference to Exhibit 10.5.15
to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2006, filed with the SEC on March 14,
2007).†
|
|
10.2.6
|
Amendment,
dated July 16, 2008, to Employment Agreement, dated June 19,
2006, between the Company and Gregory L. Doody. (incorporated by
reference to Exhibit 10.2 to the Company’s Current Report on
Form 8-K filed with the SEC on July 22,
2008).†
|
|
10.2.7
|
Employment
Agreement, dated August 11, 2008, between the Company and
W. Thaddeus Miller.*†
|
|
10.2.8
|
Calpine
Corporation Executive Sign On Non-Qualified Stock Option Agreement
(Miller) (incorporated by reference to Exhibit 4.4 to the Company’s
Registration Statement on Form S-8 (Registration No. 333-153860)
filed with the SEC on October 6, 2008).†
|
|
10.2.9
|
Calpine
Corporation 2008 Calpine Incentive Plan.*†
|
|
31.1
|
Certification
of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule
15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
31.2
|
Certification
of the Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule
15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
|
*
|
Filed
herewith.
|
†
|
Management
contract or compensatory plan or
arrangement.
|