ALLENTOWN, Pa., Aug. 4, 2016 /PRNewswire/ --


    2016 Financial Results


    (in millions)           Three Months       Six Months
                                Ended             Ended

                              June 30,
                                 2016         June 30, 2016
                             ---------        -------------

    Net Income (Loss)                    $(3)                   $148

    Adjusted EBITDA                  132                    367

    Cash from Operations                               207

    Adjusted Free Cash Flow                             67

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2016 Guidance Ranges


    --  Adjusted EBITDA projection affirmed at $655-$855 million; Adjusted Free
        Cash Flow projection affirmed at $260-$460 million

Operating and Commercial Highlights


    --  Merger transaction with affiliates of Riverstone Holdings LLC on
        schedule, expected to close by the end of 2016
    --  Natural gas co-firing projects for about 3,000 megawatts of coal-fired
        capacity on schedule for expected completion in 2016 at Brunner Island
        plant, 2018 at Montour plant
    --  Consent decree in environmental litigation involving Colstrip plant
        includes commitment to retire Units 1 and 2 no later than July 2022

Talen Energy Corporation (NYSE: TLN) reported this morning a Net Loss of $3 million for the three months ended June 30, 2016, compared with Net Income of $26 million for the three months ended June 30, 2015, and Adjusted EBITDA of $132 million, compared with $171 million for the three months ended June 30, 2015.

The Net Loss in the second quarter includes an after-tax, non-cash asset impairment charge of $122 million related to the proposed Bell Bend nuclear power plant project. Although the project's Combined Operating License Application remains on file, licensing and permitting activities are suspended, and Talen Energy has no plans to resume them.

For the six months ended June 30, 2016, Talen Energy reported Net Income of $148 million, compared with $122 million for the six months ended June 30, 2015, and Adjusted EBITDA of $367 million, compared with $408 million for the six months ended June 30, 2015.

"Our second quarter financial results reflect the unrelenting focus of Talen Energy employees on executing major projects designed to improve our resilience to low commodity prices, enhance the safe and reliable operation of our plants, and reduce corporate support costs even further," said Paul Farr, Talen Energy President and Chief Executive Officer.

The company is adding natural gas co-firing capability to about 3,000 megawatts of coal-fired generation in Pennsylvania that will enhance its operating flexibility by enabling those plants to use low-cost gas from nearby Marcellus shale. Co-firing at the Brunner Island plant is on schedule to be completed and in commercial operation by the end of 2016. In June, Talen Energy announced that it will proceed with natural gas co-firing capability at the Montour plant. Assuming timely receipt of necessary permits and regulatory approvals, completion is expected in the second quarter of 2018.

Affiliate Talen Montana is party to a settlement agreement in a lawsuit involving the Colstrip plant. The agreement, which was filed in July and is pending approval by a federal court, includes a commitment to retire Colstrip Units 1 and 2 no later than July 2022. Talen Montana owns 50 percent (307 megawatts) of those units.

Based on second quarter results, Talen Energy has affirmed 2016 guidance ranges for Adjusted EBITDA of $655-$855 million and for Adjusted Free Cash Flow of $260-$460 million.

On June 3, 2016, Talen Energy announced entry into a definitive merger agreement, executed on June 2, 2016, with affiliates of Riverstone Holdings LLC, a private investment firm. Filings have been made with the Nuclear Regulatory Commission, Federal Energy Regulatory Commission and other regulatory agencies. The parties have been granted early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to close by the end of 2016, subject to receipt of stockholder and regulatory approvals and satisfaction of other customary closing conditions.

Review of Segment Results

Financial information presented in this news release for three and six months ended June 30, 2015 represents three and six months of legacy Talen Energy Supply results, consolidated with one month of RJS Power results, and does not include MACH Gen results because that acquisition occurred later in 2015.


    (in millions) Three Months Ended June 30,         Six Months Ended June 30,
                  ---------------------------         -------------------------

                      2016                  2015           2016                  2015
                      ----                  ----           ----                  ----

    Operating
     Income
     (Loss)

    East                       $152                                $147                  $544 $378

    West              (52)                       (20)                         (80)     (21)

    Other (b)         (52)                       (92)                        (105)    (144)
                       ---

    Total                       $48                                 $35                  $359 $213
                                ===                                 ===                  ==== ====


    EBITDA (a)

    East                       $253                                $233                  $745 $548

    West              (42)                       (16)                         (56)     (17)

    Other (b)         (48)                       (92)                        (100)    (144)

    Total                      $163                                $125                  $589 $387
                               ====                                ====                  ==== ====


    Adjusted
     EBITDA (a)

    East                       $165                                $214                  $441 $486

    West              (20)                        (1)                         (30)        4

    Other (b)         (13)                       (42)                         (44)     (82)

    Total                      $132                                $171                  $367 $408
                               ====                                ====                  ==== ====


    (a)                 EBITDA and Adjusted EBITDA are
                        non-U.S. GAAP financial
                        measures used by management, in
                        addition to Operating Income,
                        to evaluate Talen Energy's
                        business on an ongoing basis.
                        For the definitions of EBITDA
                        and Adjusted EBITDA, a detailed
                        itemization of adjustments, and
                        a reconciliation of EBITDA and
                        Adjusted EBITDA to Operating
                        Income (Loss), see the tables
                        at the end of this news
                        release. Management does not
                        allocate interest expense and
                        income taxes on a segment level
                        and therefore uses Operating
                        Income (Loss) as the most
                        directly comparable U.S. GAAP
                        measure.

    (b)                 General and administrative
                        expenses are not allocated to
                        each segment and are included
                        in the "Other" category.

East Segment

The East segment includes operations in PJM, New York ISO and ISO New England.

In the second quarter of 2016, Operating Income increased by $5 million compared with the second quarter of 2015 primarily due to the gain on the sale of the Holtwood and Lake Wallenpaupack hydroelectric plants, partially offset by the impairment charge related to the Bell Bend project, unrealized losses from economic hedging activities and factors that affected Adjusted EBITDA, which are described in the next paragraph.

In the second quarter of 2016, Adjusted EBITDA decreased by $49 million compared with the second quarter of 2015 primarily due to lower margins and higher operation and maintenance costs. The decrease in margins was primarily due to lost energy and capacity revenues from assets sold in 2016 and lower nuclear availability, spark spreads and other portfolio margins, partially offset by higher margins from assets acquired during 2015. The increase in operation and maintenance costs was primarily due to additional costs associated with assets acquired during 2015.

For the first six months of 2016, Operating Income increased by $166 million compared with the first six months of 2015, primarily due to the gain on assets sold during 2016, partially offset by the impairment charge related to the Bell Bend project, unrealized losses from economic hedging activities and factors that affected Adjusted EBITDA, which are described in the next paragraph.

For the first six months of 2016, Adjusted EBITDA decreased by $45 million compared with the first six months of 2015 primarily due to higher operation and maintenance costs, partially offset by higher margins. Operation and maintenance costs increased primarily due to additional costs associated with assets acquired during 2015. Margins increased primarily due to additional margins from assets acquired during 2015, and higher capacity prices and other portfolio margins, partially offset by lost energy and capacity revenues from assets sold during 2016, and lower realized energy prices, nuclear availability and spark spreads.

West Segment

The West segment includes operations in the ERCOT and WECC markets in Texas, Montana and Arizona.

In the second quarter of 2016, Operating Income decreased by $32 million and Adjusted EBITDA decreased by $19 million compared with the second quarter of 2015, primarily due to additional operation and maintenance costs associated with assets acquired during 2015 and lower margins. Margins decreased primarily due to lower realized energy prices and generation in Montana, partially offset by higher margins from assets acquired during 2015.

For the first six months of 2016, Operating Income decreased by $59 million and Adjusted EBITDA decreased by $34 million compared with the first six months of 2015, primarily due to additional operation and maintenance costs associated with assets acquired during 2015 and lower margins. Margins decreased primarily due to lower realized energy prices and generation in Montana, partially offset by higher margins from assets acquired during 2015.

Other

The "Other" category includes general and administrative expenses not allocated to a segment.

For the second quarter of 2016, the $40 million improvement in Operating Income and the $29 million improvement in Adjusted EBITDA compared with the second quarter of 2015 are primarily due to lower corporate expenses following the spinoff from PPL Corporation.

For the first six months of 2016, the $39 million improvement in Operating Income and the $38 million improvement in Adjusted EBITDA compared with the first six months of 2015 are primarily due to lower corporate expenses following the spinoff from PPL Corporation.


    Adjusted Free Cash Flow


    (in millions)                     Six Months Ended
                                      ----------------

                                 June 30,            June 30,
                                   2016                 2015
                                ---------            ---------

    Cash from Operations                     $207                  $355

    Adjusted Free Cash Flow (a)        67                      137


    (a)                 Adjusted Free Cash Flow is a
                        non-U.S. GAAP financial
                        measure used by management in
                        addition to Cash from
                        Operations. For the definition
                        of Adjusted Free Cash Flow, a
                        detailed itemization of
                        adjustments and a
                        reconciliation of Adjusted
                        Free Cash Flow to Cash from
                        Operations, see the tables at
                        the end of this news release.


    Liquidity and Capital
     Resources


    (in millions)             June 30, 2016         December 31,
                                                        2015
                              -------------        ------------

    Cash and cash equivalents               $1,091                   $141

    Short-term debt (a)                 350                      608


    (a)                 December 31, 2015 includes
                        $108 million, which at
                        June 30, 2015 is
                        classified as "Long-term
                        debt" on the Balance
                        Sheet based on Talen
                        Energy's intent to
                        refinance on a long-term
                        basis.

The decrease in short-term debt was primarily due to the use of proceeds from assets sold in 2016 to repay $600 million of outstanding borrowings under Talen Energy's revolving credit facilities, partially offset by a drawdown on the revolving credit facility to repay $350 million in debt that matured in May 2016.

Net cash provided by (used in) operating, investing and financing activities for the six months ended June 30, and the changes between periods were as follows.


    (in millions)  2016      2015        Change - Cash
                   ----      ----        -------------

    Operating
     activities         $207                           $355        $(148)

    Investing
     activities   1,290            (127)                     1,417

    Financing
     activities   (547)           (228)                     (319)

2016 Financial Outlook

Talen Energy affirmed 2016 guidance ranges for Adjusted EBITDA and Adjusted Free Cash Flow. The forecast for Adjusted EBITDA is $655-$855 million. The forecast for Adjusted Free Cash Flow is $260-$460 million.

For a detailed itemization of adjustments and reconciliations of Adjusted EBITDA to Operating Income (Loss) and Adjusted Free Cash Flow to Cash from Operations, see the tables at the end of the news release.

Conference Call and Webcast

Talen Energy management will discuss these results during a conference call and webcast on August 4, 2016, beginning at 8 a.m. Eastern time. The phone number to join the conference call is 1-888-317-6003. Participants from outside of the United States should call 1-412-317-6061. The entry number to join the call is 4143588.

The webcast, in audio format with slides of the presentation, will be accessible on the Investors & Media section of the company's website. A replay will be available on the website for those who are unable to listen live.

The Investors & Media section of the company's website contains a significant amount of information about Talen Energy, including financial and other information for investors. Talen Energy encourages investors to visit its website periodically to view new and updated information.

About Talen Energy

Talen Energy is one of the largest competitive energy and power generation companies in the United States. Our diverse generating fleet operates in well-developed, structured wholesale power markets. To learn more about us, visit www.talenenergy.com.

Important Information for Investors and Stockholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed acquisition of Talen Energy (the "Merger") by affiliates of Riverstone Holdings LLC ("Riverstone") will be submitted to the stockholders of Talen Energy for their consideration. On July 1, 2016, Talen Energy filed with the Securities and Exchange Commission ("SEC") a preliminary proxy statement in connection with the Merger. When completed, a definitive proxy statement and a form of proxy will be filed with the SEC and mailed to Talen Energy stockholders. Talen Energy also plans to file other documents with the SEC regarding the Merger. Investors and security holders of Talen Energy are urged to read the proxy statement and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the Merger. Investors and stockholders will be able to obtain free copies of the proxy statement and other documents containing important information about Talen Energy and Riverstone, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Talen Energy will be available free of charge on Talen Energy's website at www.talenenergy.com under the Investors & Media section or by contacting Talen Energy's Investor Relations Department at (610) 774-3389. Talen Energy and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Talen Energy in connection with the Merger. Information about the directors and executive officers of Talen Energy is set forth in its proxy statement for its 2016 annual meeting of stockholders, which was filed with the SEC on April 12, 2016. This document may be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

Forward-Looking Information

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

Definition of Non-U.S. GAAP Financial Measures

In addition to disclosing financial results in accordance with U.S. GAAP, the accompanying earnings release contains non-U.S. GAAP financial measures EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow, which we use as measures of our performance.

EBITDA represents net income (loss) before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA further adjusted for certain non-cash and other items that management believes are not indicative of ongoing operations, including, but not limited to, unrealized gains and losses on derivative contracts, stock-based compensation expense, asset retirement obligation accretion (net of gains or losses on retirements), gains and losses on securities in the nuclear decommissioning trust fund, impairments, gains or losses on sales, dispositions or retirements of assets, debt extinguishments, and transition, transaction and restructuring costs.

EBITDA and Adjusted EBITDA are not intended to represent cash flows from operations or net income (loss) as defined by U.S. GAAP as indicators of operating performance and are not necessarily comparable to similarly-titled measures reported by other companies. We believe EBITDA and Adjusted EBITDA are useful to investors and other users of our financial statements in evaluating our operating performance because they provide additional tools to compare business performance across companies and across periods. We believe 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, we believe 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. We adjust for these and other items, as our management believes that these items would distort their ability to efficiently view and assess our core operating trends. In summary, our management uses EBITDA and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as measures for planning and forecasting overall expectations and for evaluating actual results against such expectations, and in communications with our Board of Directors, stockholders, creditors, analysts and investors concerning our financial performance.

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 U.S. GAAP. We believe that Adjusted Free Cash Flow, although a non-U.S. GAAP measure, is an important measure to both management and investors as an indicator of the company's ability to sustain operations without additional outside financing beyond the requirement to fund maturing debt obligations. These measures are not necessarily comparable to similarly-titled measures reported by other companies as they may be calculated differently.




                               TALEN ENERGY CORPORATION AND SUBSIDIARIES

                           CONDENSED CONSOLIDATED FINANCIAL INFORMATION (a)

                           Condensed Consolidated Balance Sheets (Unaudited)

    (Unaudited)

    (Millions of Dollars)

                                         June 30,               December 31,

                                              2016                       2015
                                              ----                       ----

    Assets

    Cash and cash
     equivalents                                       $1,091                           $141

    Restricted
     cash and
     cash
     equivalents                                53                               106

    Accounts
     receivable
     (less
     reserve:
     2016, $1;
     2015, $1)                                 273                               267

    Unbilled
     revenues                                  136                               160

    Fuel,
     materials
     and supplies                              482                               508

    Prepayments                                 57                                52

    Price risk
     management
     assets                                    429                               562

    Assets held
     for sale                                    -                              954

    Other current
     assets                                     14                                12

    Investments                              1,002                               976

    Property,
     Plant and
     Equipment                              14,605                            14,462

    Less:
     accumulated
     depreciation                            6,533                             6,411
                                             -----                             -----

    Property,
     plant and
     equipment,
     net                                     8,072                             8,051

    Construction
     work in
     progress                                  492                               536
                                               ---                               ---

    Total
     Property,
     Plant and
     Equipment,
     net                                     8,564                             8,587
                                             -----                             -----

    Other
     intangibles                               105                               310

    Price risk
     management
     assets                                    153                               131

    Other
     noncurrent
     assets                                     44                                43
                                               ---

    Total Assets                                      $12,403                        $12,809
                                                      =======                        =======


    Liabilities and Equity

    Short-term
     debt                                                $350                           $608

    Long-term
     debt due
     within one
     year                                        5                               399

    Accounts
     payable                                   262                               291

    Liabilities
     held for
     sale                                        -                               33

    Other current
     liabilities                               865                               757

    Long-term
     Debt                                    3,896                             3,787

    Deferred
     income taxes
     and
     investment
     tax credits                             1,470                             1,602

    Price risk
     management
     liabilities
     -noncurrent                               127                               108

    Accrued
     pension
     obligations                               352                               340

    Asset
     retirement
     obligations                               501                               490

    Other
     deferred
     credits and
     noncurrent
     liabilities                               110                                91

    Common Stock
     and
     additional
     paid-in
     capital                                 4,707                             4,702

    Accumulated
     deficit                                 (225)                            (373)

    Accumulated
     other
     comprehensive
     income
     (loss)                                   (17)                             (26)
                                               ---

    Total
     Liabilities
     and Equity                                       $12,403                        $12,809
                                                      =======                        =======

(a) The Financial Statements in this news release have been condensed and summarized for the purposes of presentation. Please refer to Talen Energy Corporation's periodic filings with the Securities and Exchange Commission for full Financial Statements, including note disclosures and certain defined terms used herein.




                                                                         TALEN ENERGY CORPORATION AND SUBSIDIARIES

                                                                        Condensed Consolidated Statements of Income

    (Unaudited)

    (Millions of Dollars, Except Share Data)

                                                                           Three Months Ended                         Six Months Ended

                                                                              June 30,                              June 30,
                                                                              --------                              --------

                                                                          2016                   2015                 2016                 2015
                                                                          ----                   ----                 ----                 ----

    Operating Revenues

    Wholesale energy                                                                $389                                      $561              $1,189  $1,237

    Retail energy                                                          189                               243                           448      554

    Energy-related businesses                                              119                               144                           233      248
                                                                           ---                               ---                           ---      ---

    Total Operating Revenues                                               697                               948                         1,870    2,039
                                                                           ---                               ---                         -----    -----

    Operating Expenses

    Operation

    Fuel and energy purchases                                              347                               382                           838      897

    Operation and maintenance                                              277                               306                           559      528

    (Gain) loss on sale                                                  (423)                                -                        (563)       -

    Impairments                                                            213                                 -                          213        -

    Depreciation                                                           109                                87                           218      164

    Taxes, other than income                                                11                                 5                            22        8

    Energy-related businesses                                              115                               133                           224      229
                                                                           ---                               ---                           ---      ---

    Total Operating Expenses                                               649                               913                         1,511    1,826
                                                                           ---                               ---                         -----    -----

    Operating Income (Loss)                                                 48                                35                           359      213

    Other Income (Expense) - net                                             6                                 3                            12       10

    Interest Expense                                                        60                                55                           120       91
                                                                           ---                               ---                           ---      ---

    Income (Loss) Before Income Taxes                                      (6)                             (17)                          251      132

    Income Taxes                                                           (3)                             (43)                          103       10
                                                                           ---                               ---                           ---      ---

    Income (Loss) After Income Taxes                                       (3)                               26                           148      122

    Net Income (Loss)                                                               $(3)                                      $26                $148    $122
                                                                                     ===                                       ===                ====    ====


    Earnings Per Share of Common Stock:

    Basic                                                                        $(0.02)                                    $0.26               $1.15   $1.34

    Diluted                                                                      $(0.02)                                    $0.26               $1.14   $1.34


    Weighted-Average Shares of Common Stock Outstanding (in thousands)

    Basic                                                              128,527                            98,354                       128,526   90,980

    Diluted                                                            128,527                            98,376                       129,475   91,002




                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   Talen Energy Corporation and Subsidiaries

    (Unaudited)

    (Millions of
     Dollars)

                                                      Six Months Ended

                                                        June 30,
                                                        --------

                                                    2016                   2015
                                                    ----                   ----

    Cash Flows from
     Operating
     Activities

      Net income (loss)                                       $148                     $122

      Adjustments to
       reconcile net
       income (loss) to
       net cash provided
       by operating
       activities

    Pre-tax gain from
     the sale of
     certain
     generation
     facilities                                    (595)                            -

         Depreciation                                218                           164

         Amortization                                 93                            93

         Defined benefit
          plans -expense                              23                            23

         Deferred income
          taxes and
          investment tax
          credits                                  (142)                         (46)

         Impairment of
          assets                                     214                             6

         Unrealized (gains)
          losses on
          derivatives, and
          other hedging
          activities                                  83                          (40)

         Other                                        17                            38

      Change in current
       assets and
       current
       liabilities

         Accounts
          receivable                                (18)                           50

         Accounts payable                           (28)                        (135)

         Unbilled revenues                            24                            80

         Fuel, materials
          and supplies                                23                            33

         Prepayments                                 (5)                           37

         Counterparty
          collateral                                (57)                           36

         Taxes payable                               212                           (2)

         Other                                      (10)                         (33)

      Other operating
       activities

         Defined benefit
          plans -funding                               -                         (74)

         Other assets                                  3                             2

         Other liabilities                             4                             1
                                                     ---                           ---

              Net cash provided
               by operating
               activities                            207                           355
                                                     ---                           ---

    Cash Flows from
     Investing
     Activities

      Expenditures for
       property, plant
       and equipment                               (268)                        (179)

    Proceeds from the
     sale of certain
     generation
     facilities                                    1,525                             -

      Expenditures for
       intangible assets                            (29)                         (19)

      Purchases of
       nuclear plant
       decommissioning
       trust investments                           (101)                        (108)

      Proceeds from the
       sale of nuclear
       plant
       decommissioning
       trust investments                              92                           100

      Net (increase)
       decrease in
       restricted cash
       and cash
       equivalents                                    53                            67

      Other investing
       activities                                     18                            12
                                                     ---                           ---

              Net cash provided
               by (used in)
               investing
               activities                          1,290                         (127)
                                                   -----                          ----

    Cash Flows from
     Financing
     Activities

      Issuance of long-
       term debt                                       -                          600

      Retirement of
       long-term debt                              (394)                          (2)

      Contributions from
       member                                          -                           82

      Distributions to
       predecessor
       member                                          -                        (214)

      Net increase
       (decrease) in
       short-term debt                             (150)                        (668)

      Borrowing on long-
       term revolving
       credit facility                                 -                            -

      Other financing
       activities                                    (3)                         (26)
                                                     ---                           ---

              Net cash provided
               by (used in)
               financing
               activities                          (547)                        (228)
                                                    ----                          ----

    Net Increase
     (Decrease) in
     Cash and Cash
     Equivalents                                     950                             -

      Cash and Cash
       Equivalents at
       Beginning of
       Period                                        141                           352
                                                     ---                           ---

      Cash and Cash
       Equivalents at
       End of Period                                        $1,091                     $352
                                                            ======                     ====




                                                                                                                  TALEN ENERGY CORPORATION AND SUBSIDIARIES

                                                                                                                         Regulation G Reconciliations

                                                                                                                               Adjusted EBITDA

    (Unaudited)

    (Millions of Dollars)

                                                                                   Three Months Ended June 30,
                                                                                   ---------------------------

                                                                                            2016                                                                       2015
                                                                                            ----                                                                       ----

                                                       East         West     Other              Total                    East                 West          Other               Total

    Net income (loss)                                                                                        $(3)                                                                                 $26

    Interest expense                                                                               60                                                                                    55

    Income taxes                                                                                  (3)                                                                                 (43)

    Other (income) expense - net                                                                  (6)                                                                                  (3)

    Operating income (loss)                                    $152                    $(52)                                        $(52)                                 $48                        $147             $(20)     $(92)     $35

    Depreciation                                            97            11                            1                               109                          82                         4                 1          87

    Other income (expense) - net                             4           (1)                           3                                 6                           4                         -              (1)          3

    EBITDA                                                     $253                    $(42)                                        $(48)                                $163                        $233             $(16)     $(92)    $125

    Margins:                                                                     -

    Unrealized (gain) loss on derivative contracts (a)     137            13                            -                              150                        (22)                       15                 -        (7)

    Terminated derivative contracts (b)                      -            -                           -                                -                       (13)                        -                -       (13)

    Revenue adjustment (c)                                   -            -                           -                                -                          7                         -                -          7

    Other (d)                                                2             -                           -                                2                           1                         -                -          1

    Operation and maintenance:

    Stock-based compensation expense (e)                     -            -                           3                                 3                           -                        -               31          31

    ARO accretion, net                                       6             -                           -                                6                           9                         -                -          9

    Impairments (f)                                        204             9                            -                              213                           -                        -                -          -

    (Gain) loss on dispositions (g)                      (423)            -                           -                            (423)                           -                        -                -          -

    TSA costs                                                -            -                          11                                11                           -                        -                5           5

    Separation benefits                                      -            -                           9                                 9                           -                        -                2           2

    Transaction and restructuring costs (i)                  -            -                          12                                12                           -                        -               12          12

    Other                                                  (5)            -                           -                              (5)                          3                         -                -          3

    Other income (expense):

    (Gain) loss from NDT funds                             (9)            -                           -                              (9)                        (4)                        -                -        (4)

    Adjusted EBITDA                                            $165                    $(20)                                        $(13)                                $132                        $214              $(1)     $(42)    $171
                                                               ====                     ====                                          ====                                 ====                        ====               ===       ====     ====


                                                                                          Six Months Ended June 30,
                                                                                          -------------------------

                                                                                         2016                                                     2015
                                                                                         ----                                                     ----

                                                       East         West    Other            Total                  East          West Other               Total

    Net income (loss)                                                                                       $148                                                           $122

    Interest expense                                                                             120                                                                91

    Income taxes                                                                                 103                                                                10

    Other (income) expense - net                                                                (12)                                                             (10)

    Operating income (loss)                                    $544                 $(80)                                $(105)                     $359                    $378             $(21)     $(144)    $213

    Depreciation                                           192           24                          2                        218              159                       4               1         164

    Other income (expense) - net                             9            -                         3                         12               11                       -            (1)         10

    EBITDA                                                     $745                 $(56)                                $(100)                     $589                    $548             $(17)     $(144)    $387

    Margins:                                                                      -

    Unrealized (gain) loss on derivative contracts (a)      56           12                          -                        68             (70)                     17               -       (53)

    Terminated derivative contracts (b)                      -           -                         -                         -            (13)                      -              -       (13)

    Revenue adjustment (c)                                   -           -                         -                         -               7                       -              -          7

    Other (d)                                                5            -                         -                         5                4                       -              -          4

    Operation and maintenance:

    Stock-based compensation expense (e)                     -           -                         8                          8                -                      -             40          40

    ARO accretion, net                                      15            1                          -                        16               17                       -              -         17

    Impairments (f)                                        204            9                          -                       213                -                      -              -          -

    (Gain) loss on dispositions (g)                      (563)           -                         -                     (563)               -                      -              -          -

    TSA costs                                                -           -                        24                         24                -                      -              5           5

    Separation benefits                                      -           -                         9                          9                -                      -              2           2

    Corette closure costs (h)                                -           -                         -                         -               -                      4               -          4

    Transaction and restructuring costs (i)                  -           -                        15                         15                -                      -             15          15

    Legal contingency (j)                                    -           4                          -                         4                -                      -              -          -

    Other                                                  (8)           -                         -                       (8)               3                       -              -          3

    Other income (expense):

    (Gain) loss from NDT funds                            (13)           -                         -                      (13)            (10)                      -              -       (10)

    Adjusted EBITDA                                            $441                 $(30)                                 $(44)                     $367                    $486                $4       $(82)    $408
                                                               ====                  ====                                   ====                      ====                    ====               ===        ====     ====


    (a)                   Represents unrealized (gains)
                          losses on derivatives.  Amounts
                          have been adjusted for
                          insignificant option premiums for
                          the three months ended June 30,
                          2016 and 2015, and $6 million and
                          $9 million for the six months
                          ended June 30, 2016 and 2015.

    (b)                   Represents net realized gains on
                          certain derivative contracts that
                          were terminated due to the spinoff
                          transaction.

    (c)                   Related to a prior period revenue
                          adjustment for the receipt of
                          revenue under a transmission
                          operating agreement with Talen
                          Energy Supply's former affiliate,
                          PPL Electric Utilities
                          Corporation.

    (d)                   Includes OCI amortization on non-
                          active derivative positions.

    (e)                   For the periods prior to June 2015,
                          represents the portion of PPL's
                          stock-based compensation cost
                          allocable to Talen Energy.

    (f)                   Relates to Bell Bend Combined
                          Operating License Application
                          costs and Harquahala plant
                          impairments.

    (g)                   Relates to Ironwood, Holtwood, Lake
                          Wallenpaupack and C.P. Crane
                          sales.

    (h)                   Operations were suspended and the
                          Corette plant was retired in March
                          2015.

    (i)                   Costs related to the spinoff
                          transaction, including expenses
                          associated with FERC-required
                          mitigation and legal and
                          professional fees.  Also includes
                          transaction costs related to the
                          proposed merger with Riverstone
                          affiliates that was announced in
                          June 2016.

    (j)                   Contingency relates to the
                          termination of a gas supply
                          contract.




                           TALEN ENERGY CORPORATION AND SUBSIDIARIES

                                  Regulation G Reconciliations

                                    Adjusted Free Cash Flow

    (Unaudited)

    (Millions of Dollars)

                                           Six Months Ended June 30,
                                           -------------------------

                                                2016                 2015

    Cash from Operations                                 $207                    $355

    Capital Expenditures,
     excluding growth (a)                      (235)                      (197)

    Counterparty
     collateral paid
     (received)                                   57                        (36)
                                                 ---                         ---

    Adjusted Free Cash
     Flow, including other
     adjustments                                  29                         122
                                                 ---                         ---

    Cash adjustments:

    Transition Services
     Agreement costs                              23                           5

    Legal settlement (b)                           3                           -

    Separation benefits                            3                           2

    Corette closure costs
     (c)                                           -                          4

    Transaction and
     restructuring costs
     (d)                                          35                          15

    Taxes on above
     adjustments (e)                            (26)                       (11)

    Adjusted Free Cash
     Flow                                                 $67                    $137
                                                          ===                    ====


    (a)                   Includes expenditures related
                          to intangible assets.

    (b)                   Contingency relates to the
                          termination of a gas supply
                          contract.

    (c)                   Operations were suspended and
                          the Corette plant was retired
                          in March 2015.

    (d)                   Costs related to the spinoff
                          transaction, including FERC-
                          required mitigation plan
                          expenses and legal and
                          professional fees. Also
                          includes transaction costs
                          related to the proposed merger
                          with Riverstone affiliates
                          that was announced in June
                          2016.

    (e)                   Assumed a marginal tax rate of
                          40%.




                                           TALEN ENERGY CORPORATION AND SUBSIDIARIES

                                                  Regulation G Reconciliations

                                                  Adjusted EBITDA Projections

    (Unaudited)

    (Millions of Dollars)

                                        Low - 2016E             Midpoint -
                                                                   2016E                High - 2016E
                                        -----------            -----------              ------------

    Net Income (Loss)                                   $107                                         $167         $227

    Income Taxes                                 72                                 112                       152

    Interest Expense                            240                                 240                       240

    Depreciation and Amortization               424                                 424                       424

    EBITDA                                      843                                 943                     1,043
                                                ---                                 ---                     -----

    Stock-based compensation                     12                                  12                        12

    Asset retirement obligation, net             35                                  35                        35

    Unrealized (gains) losses on
     derivative contracts (a)                    68                                  68                        68

    Nuclear decommissioning trust
     losses (gains)                            (18)                               (18)                     (18)

    (Gain) loss on sale (b)                   (563)                              (563)                    (563)

    Asset impairments (c)                       213                                 213                       213

    Transition Services Agreement costs
     and other adjustments (d)                   65                                  65                        65

    Adjusted EBITDA                                     $655                                         $755         $855
                                                        ====                                         ====         ====


    (a)                   Represents unrealized (gains)
                          losses on derivatives. Amounts
                          have been adjusted for
                          insignificant option premiums.

    (b)                   Relates to Ironwood, Holtwood, Lake
                          Wallenpaupack and C.P. Crane
                          sales.

    (c)                   Relates to Bell Bend Combined
                          Operating License Application
                          costs and Harquahala plant
                          impairments.

    (d)                   Other includes: (i) costs related
                          to the spinoff transaction,
                          including FERC-required
                          mitigation plan expenses and legal
                          and professional fees; (ii)
                          separation benefits related to
                          workforce reductions; and (iii)
                          costs related to the proposed
                          merger with Riverstone affiliates
                          that was announced in June 2016.




                                        TALEN ENERGY CORPORATION AND SUBSIDIARIES

                                              Regulation G Reconciliations

                                           Adjusted Free Cash Flow Projections

    (Unaudited)

    (Millions of Dollars)

                                 Low - 2016E             Midpoint -
                                                            2016E                High - 2016E
                                 -----------            -----------              ------------

    Cash from Operations (a)                     $321                                         $401         $481

    Capital Expenditures,
     excluding growth (b)              (467)                             (447)                     (427)

    Counterparty collateral paid
     (received)                           57                                 57                         57

    Transition Services
     Agreement costs                      41                                 41                         41

    Legal settlement (c)                   3                                  3                          3

    Separation benefits                    3                                  3                          3

    Transaction and
     restructuring costs (d)              35                                 35                         35

    Taxes on above adjustments
     (e)                                (33)                              (33)                      (33)

    Taxes on mitigated asset
     sales (f)                           300                                300                        300

    Adjusted Free Cash Flow                      $260                                         $360         $460
                                                 ====                                         ====         ====


    (a)                   Excludes taxes paid on gains
                          generated from the mitigated
                          asset sales.

    (b)                   Includes expenditures related
                          to intangible assets.

    (c)                   Contingency relates to the
                          termination of a gas supply
                          contract.

    (d)                   Costs related to the spinoff
                          transaction, including FERC-
                          required mitigation plan
                          expenses and legal and
                          professional fees. Also
                          includes costs related to the
                          proposed merger with
                          Riverstone affiliates that was
                          announced in June 2016.

    (e)                   Assumed a marginal tax rate of
                          40%.

    (f)                   Estimated taxes associated with
                          asset sales included in Cash
                          from Operations.

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SOURCE Talen Energy Corporation