Talen Energy Corp 10-K

Item 9A. Controls and Procedures Talen Energy Corporation and Talen Energy Supply, LLC (a) Evaluation of Disclosure Controls and Procedures. The registrants' principal executive officers and principal financial officers, based on their evaluation of the registrants' disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934) have concluded for their respective companies that, as of December 31, 2015 , the registrants' disclosure controls and procedures were effective to ensure that information required to be disclosed by each registrant in the reports filed by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms and that such information is accumulated and communicated to management, including the principal executive and principal financial officers, to allow for timely decisions regarding required disclosure. (b) Change in Internal Controls over Financial Reporting. The registrants' principal executive officers and principal financial officers have concluded for the fourth quarter for their respective companies that the June 1, 2015 RJS acquisition and the November 1, 2015 MACH Gen acquisition created material changes to its internal control over financial reporting. RJS collectively is a significant subsidiary, representing as of and for the year ended December 31, 2015 approximately 17% and 12% of Talen Energy's total consolidated assets and revenue. MACH Gen is a significant subsidiary, representing as of December 31, 2015 approximately 10% of Talen Energy's total consolidated assets. The registrants are transitioning the processes, information technology systems and other components of internal control over financial reporting of RJS Power and MACH Gen to the internal control structure of the registrants. The registrants have expanded their consolidation and disclosure controls and procedures related to the acquired companies, and the registrants continue to assess the current internal control over financial reporting at RJS and MACH Gen. Accordingly, as permitted under SEC guidance, each of the registrants has elected to exclude RJS and MACH Gen from its management's assessment of the effectiveness of internal controls as of December 31, 2015 . Except for the RJS and MACH Gen acquisitions, the aforementioned principal executive officers and principal financial officers have concluded for their respective companies that there were no other changes in the registrants' internal control over financial reporting during the registrants' fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrants' internal control over financial reporting. Management's Report on Internal Control over Financial Reporting Management of each of the registrants is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f). Internal control over financial reporting for each registrant is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. The management of each registrant, with the participation of their respective principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of its internal control over financial reporting as of the end of the fiscal year based on the framework in "Internal Control - Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on their evaluation under the framework in "Internal Control - Integrated Framework" (2013), the management of each of the registrants concluded for their respective companies that each registrant's internal control over financial reporting was effective as of December 31, 2015 . As permitted by SEC guidance and for the reasons set forth under "Change in Internal Controls over Financial Reporting" above each of the registrants has elected to exclude RJS and MACH Gen from management's assessment of internal controls as of December 31, 2015 . RJS collectively is a significant subsidiary, representing as of and for the year ended December 31, 2015 approximately 17% and 12% of Talen Energy's total consolidated assets and revenue. The RJS entities were acquired in 142 Table of Contents June 2015. MACH Gen is a significant subsidiary, representing as of December 31, 2015 approximately 10% of Talen Energy's total consolidated assets. MACH Gen and its subsidiaries were acquired in November 2015. With respect to Talen Energy Corporation, this annual report does not include an attestation report of Ernst & Young LLP, its independent registered public accounting firm, regarding effectiveness of internal control over financial reporting due to a transition period established by the SEC for newly public companies. With respect to Talen Energy Supply, this annual report does not include an attestation report of Ernst & Young LLP, its independent registered public accounting firm, regarding effectiveness of internal control over financial reporting based upon rules of the SEC that permit a non-accelerated filer to provide only management's report on internal control over financial reporting in its annual report. ITEM 9B. OTHER INFORMATION Talen Energy Corporation and Talen Energy Supply, LLC None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Talen Energy Corporation Additional information required by this item will be included under the captions "Proposals - Proposal 1: Election of Directors," "Corporate Governance - Board Committees - Compensation, Governance and Nominating Committee - Governance and Director Nominations," "Security Ownership of Certain Beneficial Owners and Management - Section 16(a) Beneficial Ownership Reporting Compliance," "Corporate Governance - The Board - Code of Ethics," and "Corporate Governance - Board Committees - Audit Committee" in Talen Energy Corporation's Proxy Statement related to the 2016 Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days after December 31, 2015 , and is incorporated herein by reference. Talen Energy Supply, LLC Item 10 is omitted as Talen Energy Supply meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K. 143 Table of Contents EXECUTIVE OFFICERS OF TALEN ENERGY Executive officers of Talen Energy Corporation are elected annually by its board of directors. The officers of Talen Energy Corporation are the same for Talen Energy Supply. Each holds office for a term of one year until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Listed below are the executive officers of Talen Energy Corporation at December 31, 2015 . Name Age Position Paul A. Farr 48 Director, President and Chief Executive Officer Jeremy R. McGuire 44 Senior Vice President, Chief Financial Officer and Chief Accounting Officer Clarence J. Hopf 59 Senior Vice President and Chief Commercial Officer Timothy S. Rausch 51 Senior Vice President and Chief Nuclear Officer James E. Schinski 56 Senior Vice President and Chief Administrative Officer Paul M. Breme 44 Vice President, General Counsel and Corporate Secretary Paul A. Farr has served as Director, President and Chief Executive Officer since June 2015. He served as president of PPL Energy Supply, LLC (currently known as Talen Energy Supply, LLC) and PPL Generation, LLC (currently known as Talen Energy Generation, LLC) from June 2014 until June 2015. He also previously served as executive vice president and chief financial officer of PPL Corporation from April 2007 until June 2014. Jeremy R. McGuire has served as Senior Vice President and Chief Financial Officer since June 2015. In August 2015, Mr. McGuire assumed the role of acting Chief Accounting Officer. Mr. McGuire, a former investment banker, joined PPL Corporation in 2008 and led the strategic planning function at that company from 2008 until June 2015. Clarence J. Hopf, Jr. has served as Senior Vice President and Chief Commercial Officer since June 2015. He served as senior vice president - Fossil and Hydro Generation for PPL Energy Supply, LLC (currently known as Talen Energy Supply, LLC) from August 2014 until June 2015. Mr. Hopf joined PPL Corporation in October 2005 but left in 2008 to accept a position with Public Service Enterprise Group Incorporated (PSEG) as president of its energy marketing and trading subsidiary. He rejoined PPL EnergyPlus, LLC (currently known as Talen Energy Marketing, LLC) in 2012 and directed coal trading and supply, and later the wholesale marketing function, before being named eastern trading vice president in March 2014. Timothy S. Rausch has served as Senior Vice President and Chief Nuclear Officer since June 2015. He served as senior vice president and chief nuclear officer of PPL Generation, LLC (currently known as Talen Generation, LLC) with responsibility for the Susquehanna nuclear plant, from July 2009 until June 2015. James E. Schinski has served as Senior Vice President and Chief Administrative Officer since June 2015. He joined PPL Services in 2009 as vice president-chief information officer and served in that role until July 2014. From July 2014 until June 2015 he served in a vice president role to assist Talen Energy senior management in the transition from PPL Corporation to Talen Energy. Paul M. Breme has served as Vice President, General Counsel and Corporate Secretary since June 2015. He joined PPL Corporation's Office of General Counsel in 2008 from the law firm of Cahill, Gordon & Reindel LLP, where he specialized in corporate law and finance. At PPL Corporation, he served as counsel from 2008 to 2009, as senior counsel until 2012 and as associate general counsel from 2012 until June 2015. 144 Table of Contents ITEM 11. EXECUTIVE COMPENSATION Talen Energy Corporation Information for this item will be set forth in the sections entitled "Corporate Governance - Board Compensation," "Corporate Governance - Board Committees - Compensation, Governance and Nominating Committee - Compensation Committee Interlocks and Insider Participation" and "Executive Compensation" in Talen Energy Corporation's Proxy Statement related to the 2016 Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days after December 31, 2015 , and which information is incorporated herein by reference. Talen Energy Supply, LLC Item 11 is omitted as Talen Energy Supply meets the conditions set forth in General Instructions (I)(1)(a) and (b) of Form 10-K. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Talen Energy Corporation Information for this item will be set forth in the section entitled "Security Ownership of Certain Beneficial Owners and Management - Principal Stockholders" in Talen Energy Corporation's Proxy Statement in connection with its 2016 Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days after December 31, 2015 , and which information is incorporated herein by reference. In addition, provided below in tabular format is information as of December 31, 2015 , with respect to compensation plans (including individual compensation arrangements) under which equity securities of Talen Energy Corporation are authorized for issuance. Equity Compensation Plan Information Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights ($) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders (1) 1,415,850 (2) 4.91 (4) 4,214,150 (5) 34,967 (3) 465,033 (6) Equity compensation plans not approved by security holders - - - Total 1,450,817 4.91 4,679,183 (1) Includes (a) the Talen Energy Corporation 2015 SIP under which stock options, restricted stock, restricted stock units, performance units and other stock-based awards may be awarded to executive officers and directors of Talen Energy Corporation and its subsidiaries and (b) the Talen Energy Directors Deferred Compensation Plan (DDCP) under which stock units may be awarded to directors of Talen Energy Corporation. See Note 8 to the Financial Statements for additional information. (2) Total includes (i) 991,101 stock options, (ii) 265,849 restricted stock units and (iii) 158,900 performance units issued under the SIP. (3) Represents stock units issued under the DDCP. (4) The weighted average exercise price relates only to stock options granted under the SIP. The calculation of the weighted average exercise price does not include outstanding equity awards that are received or exercised for no consideration. (5) These shares are available for grant as of December 31, 2015 under the SIP. The total number of shares which may be issued under the SIP is 5,630,000, of which the maximum number of shares for which incentive stock options may be issued is 2,000,000. (6) These shares are available for grant as of December 31, 2015 under the DDCP. The total number of shares that have been registered for issuance under the DDCP is 500,000. Talen Energy Supply, LLC Item 12 is omitted as Talen Energy Supply meets the conditions set forth in General Instructions (I)(1)(a) and (b) of Form 10-K. 145 Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Talen Energy Corporation Information for this item will be set forth in the sections entitled "Certain Relationships and Related Party Transactions" and "Corporate Governance - The Board - Director Independence" in Talen Energy Corporation's Proxy Statement in connection with the 2016 Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days after December 31, 2015 , and is incorporated herein by reference. Talen Energy Supply, LLC Item 13 is omitted as Talen Energy Supply meets the conditions set forth in General Instructions (I)(1)(a) and (b) of Form 10-K. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Talen Energy Corporation Information for this item will be set forth in the section entitled "Corporate Governance - Board Committees - Audit Committee - Fees to the Independent Auditor for 2015 and 2014 " and "Approval of Fees" in Talen Energy Corporation's Proxy Statement in connection with the 2016 Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days after December 31, 2015 , and which information is incorporated herein by reference. Talen Energy Supply, LLC The following table presents an allocation of fees billed, including expenses, by Ernst & Young LLP (EY) to Talen Energy Corporation and PPL (for services prior to June 1, 2015) for the fiscal years ended December 31, 2015 and 2014 , for professional services rendered for the audit of Talen Energy Supply's annual financial statements and for fees billed for other services rendered by EY. 2015 2014 (in thousands) Audit fees (a) $ 2,646 $ 1,483 Audit-related fees (b) 287 — Tax fees (c) 371 49 All other fees — — Total Fees $ 3,304 $ 1,532 (a) Includes estimated fees for the audit of the annual financial statements and the review of the financial statements included in Talen Energy Supply's Quarterly Reports on Form 10-Q (which includes subsidiaries added during 2015, such as Raven, Jade, Sapphire and MACH Gen) and for services in connection with statutory and regulatory filings or engagements, including comfort letters and consents for financings and filings made with the SEC (e.g. re-marketing of certain financings). (b) Includes performance of due diligence and consultation services in connections with merger and acquisition activities. (c) Includes fees for tax advice in connection with merger and acquisition activities as well as tax advice related to capital expenditures on certain hydro-electric plant upgrades and various state and local tax issues. Approval of Fees The Audit Committee has procedures for pre-approving audit and non-audit services to be provided by the independent auditor. These procedures are designed to ensure the continued independence of the independent auditor. More specifically, the use of the independent auditor to perform either audit or non-audit services is prohibited unless specifically approved in advance by the Audit Committee. As a result, the Audit Committee of Talen Energy Corporation has pre-approved specified services and authorization levels. All services other than those specified in the procedures and all amounts exceeding the authorization levels are approved in advance by the Chair of the Audit Committee, who serves as the Committee designee to review and approve audit and non-audit related services during the year. A listing of the approved audit and non-audit services is reviewed with the full Audit Committee no later than its next meeting. 100% of the 2015 and 2014 services provided by EY were pre-approved in accordance with applicable policies. 146 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Talen Energy Corporation and Talen Energy Supply, LLC (a) The following documents are filed as part of this report: 1. Financial Statements - Refer to the "Table of Contents" for an index of the financial statements included in this report. 2. Supplementary Data and Supplemental Financial Statement Schedule - included in response to Item 8. Schedule I - Talen Energy Corporation's Condensed Unconsolidated Financial Statements All other schedules are omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements or notes thereto. 3. Exhibits See Exhibit Index immediately following the signature pages. 147 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Talen Energy Corporation (Registrant) By /s/ Paul A. Farr Paul A. Farr Director, President and Chief Executive Officer Date: February 26, 2016 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. By /s/ Paul A. Farr Paul A. Farr Director, President and Chief Executive Officer By /s/ Jeremy R. McGuire Jeremy R. McGuire Senior Vice President, Chief Financial Officer and Chief Accounting Officer Ralph Alexander, Director Frederick M. Bernthal, Director Edward J. Casey Jr., Director Philip G. Cox, Director Louise K. Goeser, Director Stuart E. Graham, Director Michael B. Hoffman, Director By /s/ Jeremy R. McGuire Jeremy R. McGuire, Attorney-in-fact Date: February 26, 2016 148 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Talen Energy Supply, LLC (Registrant) By /s/ Paul A. Farr Paul A. Farr Manager, President and Chief Executive Officer Date: February 26, 2016 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. By /s/ Paul A. Farr Paul A. Farr Manager, President and Chief Executive Officer By /s/ Jeremy R. McGuire Jeremy R. McGuire Manager, Senior Vice President, Chief Financial Officer and Chief Accounting Officer By /s/ Clarence J. Hopf Jr. Clarence J. Hopf Jr. Manager By /s/ Paul M. Breme Paul M. Breme Manager Date: February 26, 2016 149 Table of Contents EXHIBIT INDEX The following Exhibits indicated by an asterisk are filed herewith. The balance of the Exhibits has heretofore been filed with the Commission and pursuant to Rule 12(b)-32 are incorporated herein by reference. Exhibits indicated by a + are filed or listed pursuant to Item 601(b)(10)(iii) of Regulation S-K. 2.1 - Separation Agreement, dated as of June 9, 2014, among PPL Corporation, Talen Energy Holdings, Inc., Talen Energy Corporation, PPL Energy Supply, LLC, Raven Power Holdings LLC, C/R Energy Jade, LLC and Sapphire Power Holdings LLC (incorporated by reference to Exhibit 2.1 to PPL Energy Supply, LLC Form 8-K Report (File No. 1-32944) filed on June 12, 2014) 2.2 - Transaction Agreement, dated as of June 9, 2014, among PPL Corporation, Talen Energy Holdings, Inc., Talen Energy Corporation, PPL Energy Supply, LLC, Talen Energy Merger Sub, Inc., C/R Energy Jade, LLC, Sapphire Power Holdings LLC and Raven Power Holdings LLC (incorporated by reference to Exhibit 2.2 to PPL Energy Supply, LLC Form 8-K Report (File No. 1-32944)) filed on June 12, 2014) 2.3 - Amendment No. 1, dated as of October 23, 2014, to the Transaction Agreement, dated as of June 9, 2014, among PPL Corporation, Talen Energy Holdings, Inc., Talen Energy Corporation, PPL Energy Supply, LLC, Talen Energy Merger Sub, Inc., C/R Energy Jade, LLC, Sapphire Power Holdings LLC and Raven Power Holdings LLC (incorporated by reference to Exhibit 2.3 to Talen Energy Corporation Registration Statement on Form S-1 (File No. 333-199888) filed on November 5, 2014) 2.4 - Purchase and Sale Agreement, dated as of July 18, 2015, by and among Talen Energy Supply, LLC, the sellers named therein, Silver Oak Capital, LLC, as seller representative and MACH Gen, LLC, with respect to 100% of the membership interests in MACH Gen, LLC (incorporated by reference to Exhibit 2.1 to Talen Energy Corporation Form 8-K Report (File No. 1-37388)) filed on July 20, 2015) 2.5 - Asset Purchase Agreement, dated as of October 7, 2015, by and between Holtwood, LLC and BIF III Holtwood LLC (incorporated by reference to Exhibit 2.1 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on October 9, 2015) 2.6* - Amended and Restated Purchase and Sale Agreement, dated as of December 22, 2015, by and between Talen Generation, LLC and TransCanada Facility USA, Inc. 3.1 - Amended and Restated Certificate of Incorporation of Talen Energy Corporation (incorporated by reference to Exhibit 3.1 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on June 2, 2015) 3.2 - Amended and Restated Bylaws of Talen Energy Corporation (incorporated by reference to Exhibit 3.2 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on June 2, 2015) 3.3 - Certificate of Formation of Talen Energy Supply (f/k/a PPL Energy Supply, LLC) (incorporated by reference to Exhibit 3.1 to PPL Energy Supply, LLC Form S-4 (Registration Statement No. 333-74794) filed on December 7, 2001) 3.4 - Certificate of Amendment of Talen Energy Supply (f/k/a PPL Energy Supply, LLC) (incorporated by reference to Exhibit 3(c)-2 to PPL Energy Supply, LLC Form 10-K Report (File No. 1-32944) for the year ended December 31, 2011)) 3.5 - Certificate of Amendment of Talen Energy Supply, LLC (f/k/a PPL Energy Supply, LLC) dated June 1, 2015 (incorporated by reference to Exhibit 3.5 to Talen Energy Corporation Form 10-Q Report (File No. 1-37388) for the quarter ended September 30, 2015) 3.6 - Limited Liability Company Agreement of Talen Energy Supply (f/k/a PPL Energy Supply, LLC) (incorporated by reference to Exhibit 3.2 to PPL Energy Supply, LLC Form S-4 (Registration Statement No. 333-74794) filed on December 7, 2001) 4.1 - Stockholder Agreement, dated as of June 1, 2015, by and between Raven Power Holdings LLC, C/R Energy Jade, LLC and Sapphire Power Holdings LLC and Talen Energy Corporation (incorporated by reference to Exhibit 4.1 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on June 2, 2015) 4.2 - Indenture, dated as of October 1, 2001, by PPL Energy Supply, LLC and The Bank of New York Mellon, as successor to JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (incorporated by reference to Exhibit 4.1 to PPL Energy Supply, LLC Form S-4 (Registration Statement No. 333-74794) filed on December 7, 2001) 4.3 - Supplemental Indenture No. 2, dated as of August 15, 2004, to said Indenture (incorporated by reference to Exhibit 4(h)-4 to PPL Energy Supply, LLC Form 10-K Report (File No. 333-74794) for the year ended December 31, 2004) 4.4 - Supplemental Indenture No. 3, dated as of October 15, 2005, to said Indenture (incorporated by reference to Exhibit 4(a) to PPL Energy Supply, LLC Form 8-K Report (File No. 333-74794) filed on October 28, 2005) 150 Table of Contents 4.5 - Form of Note for PPL Energy Supply, LLC's $300 million aggregate principal amount of 5.70% REset Put Securities due 2035 (REPSSM) (incorporated by reference to Exhibit 4(b) to PPL Energy Supply, LLC Form 8-K Report (File No. 333-74794) filed on October 28, 2005) 4.6 - Supplemental Indenture No. 4, dated as of May 1, 2006, to said Indenture (incorporated by reference to Exhibit 4(a) to PPL Energy Supply, LLC Form 10-Q Report (File No. 333-74794) for the quarter ended June 30, 2006) 4.7 - Supplemental Indenture No. 6, dated as of July 1, 2006, to said Indenture (incorporated by reference to Exhibit 4(c) to PPL Energy Supply, LLC Form 10-Q Report (File No. 333-74794) for the quarter ended June 30, 2006) 4.8 - Supplemental Indenture No. 7, dated as of December 1, 2006, to said Indenture (incorporated by reference to Exhibit 4(f)-10 to PPL Energy Supply, LLC Form 10-K Report (File No. 333-74794) for the year ended December 31, 2006) 4.9 - Supplemental Indenture No. 8, dated as of December 1, 2007, to said Indenture (incorporated by reference to Exhibit 4(b) to PPL Energy Supply, LLC Form 8-K Report (File No. 333-74794) filed on December 20, 2007) 4.10 - Supplemental Indenture No. 9, dated as of March 1, 2008, to said Indenture (incorporated by reference to Exhibit 4(b) to PPL Energy Supply, LLC Form 8-K Report (File No. 333-74794) filed on March 14, 2008) 4.11 - Supplemental Indenture No. 10, dated as of July 1, 2008, to said Indenture (incorporated by reference to Exhibit 4(b) to PPL Energy Supply, LLC Form 8-K Report (File No. 1-32944) filed on July 21, 2008) 4.12 - Supplemental Indenture No. 11, dated as of December 1, 2011, to said Indenture (incorporated by reference to Exhibit 4(a) to PPL Energy Supply, LLC Form 8-K Report (File No. 1-32944) filed on December 16, 2011) 4.13 - Supplemental Indenture No. 12, dated as of February 12, 2013, to said Indenture (incorporated by reference to Exhibit 4.1 to PPL Energy Supply, LLC Form 8-K Report (File No. 1-32944) filed on February 13, 2013) 4.14 - Supplemental Indenture No. 13, dated as of May 19, 2015, to said Indenture (incorporated by reference to Exhibit 4.1 to PPL Energy Supply, LLC Form 8-K Report (File No. 1-32944) filed on May 19, 2015) 4.15 - Officer's Certificate, dated May 19, 2015, pursuant to Supplemental Indenture No. 13, establishing the form and certain terms of the Notes (incorporated by reference to Exhibit 4.2 to PPL Energy Supply, LLC Form 8-K Report (File No. 1-32944) filed on May 19, 2015) 4.16 - Form of 6.500% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3 to PPL Energy Supply, LLC Form 8-K Report (File No. 1-32944) filed on May 19, 2015) 4.17 - Registration Rights Agreement, dated May 19, 2015, among PPL Energy Supply, LLC and Citigroup Global Markets Inc., BNP Paribas Securities Corp, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the initial purchasers (incorporated by reference to Exhibit 4.4 to PPL Energy Supply, LLC Form 8-K Report (File No. 1-32944) filed on May 19, 2015) 4.18 - Series 2009A Exempt Facilities Loan Agreement, dated as of April 1, 2009, between PPL Energy Supply, LLC and Pennsylvania Economic Development Financing Authority (incorporated by reference to Exhibit 4(a) to PPL Energy Supply, LLC Form 8-K Report (File No. 1-32944) filed on April 9, 2009) 4.19 - First Supplement to Series 2009A Exempt Facilities Loan Agreement, dated September 1, 2015, between Talen Energy Supply, LLC and Pennsylvania Economic Development Financing Authority (incorporated by reference to Exhibit 4(a) to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on September 1, 2015) 4.20 - Series 2009B Exempt Facilities Loan Agreement, dated as of April 1, 2009, between PPL Energy Supply, LLC and Pennsylvania Economic Development Financing Authority (incorporated by reference to Exhibit 4(b) to PPL Energy Supply, LLC Form 8-K Report (File No. 1-32944) filed on April 9, 2009) 4.21 - First Supplement to Series 2009B Exempt Facilities Loan Agreement, dated September 1, 2015, between Talen Energy Supply, LLC and Pennsylvania Economic Development Financing Authority (incorporated by reference to Exhibit 4(b) to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on September 1, 2015) 4.22 - Series 2009C Exempt Facilities Loan Agreement, dated as of April 1, 2009, between PPL Energy Supply, LLC and Pennsylvania Economic Development Financing Authority (incorporated by reference to Exhibit 4(c) to PPL Energy Supply, LLC Form 8-K Report (File No. 1-32944) filed on April 9, 2009) 4.23 - First Supplement to Series 2009C Exempt Facilities Loan Agreement, dated September 1, 2015, between Talen Energy Supply, LLC and Pennsylvania Economic Development Financing Authority (incorporated by reference to Exhibit 4(c) to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on September 1, 2015) 151 Table of Contents 4.24 - Indenture, dated as of July 10, 2014, among RJS Power Holdings LLC, the guarantors party thereto and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.16 to Talen Energy Corporation Registration Statement on Form S-1 (File No. 333-199888) filed on November 5, 2014) 4.25 - Supplemental Indenture No. 1, dated as of June 1, 2015, among PPL Energy Supply, LLC, RJS Power Holdings LLC, RJS Power LLC and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.3 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on June 2, 2015) 4.26 - Third Supplemental Indenture, dated as of February 12, 2013, to Trust Indenture dated as of June 1, 1999, among PPL Ironwood, LLC, The Bank of New York Mellon, as Trustee and The Bank of New York Mellon, as Depositary Bank (incorporated by reference to Exhibit 10(hh) to PPL Corporation Form 10-K Report (File No. 1-11459) for the year ended December 31, 2013) 10.1 - Employee Matters Agreement, dated as of June 9, 2014, among PPL Corporation, Talen Energy Corporation, C/R Energy Jade, LLC, Sapphire Power Holdings LLC and Raven Power Holdings LLC (incorporated by reference to Exhibit 10.1 to PPL Energy Supply, LLC Form 8-K Report (File No. 1-32944) dated June 12, 2014) 10.2 - Transition Services Agreement, dated as of June 1, 2015, by and between PPL Corporation and PPL Energy Supply, LLC (incorporated by reference to Exhibit 10.4 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on June 2, 2015) 10.3 - Transition Services Agreement, dated as of May 4, 2015, by and between Topaz Power Management, LP and PPL Energy Supply, LLC (incorporated by reference to Exhibit 10.1 to PPL Energy Supply, LLC Form 8-K Report (File No. 333-199888) filed on May 8, 2015) 10.4 - Credit Agreement, dated as of June 1, 2015, among PPL Energy Supply, LLC, the lenders and arrangers party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on June 2, 2015) 10.5 - Guarantee and Collateral Agreement, dated as of June 1, 2015, among PPL Energy Supply, LLC, the subsidiaries of the borrower from time to time party thereto and Citibank, N.A., as collateral trustee (incorporated by reference to Exhibit 10.2 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on June 2, 2015) 10.6 - Collateral Trust and Intercreditor Agreement, dated as of June 1, 2015, among PPL Energy Supply, LLC, the subsidiary guarantors party thereto from time to time and Citibank, N.A., as administrative agent and as collateral trustee (incorporated by reference to Exhibit 10.3 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on June 2, 2015) 10.7 - Secured Energy Marketing and Trading Facility Common Agreement, dated as of November 1, 2010, among PPL EnergyPlus, LLC, PPL Energy Supply, LLC, PPL Brunner Island, LLC, PPL Montour, LLC, Wilmington Trust FSB, as Collateral Agent and the Secured Counterparties thereto (incorporated by reference to Exhibit 10.8 to Talen Energy Corporation Registration Statement on Form S-1 (File No. 333-199888) filed on March 18, 2015) 10.8 - Open-End Mortgage, Security Agreement and Fixture Filing from PPL Montour, LLC to Wilmington Trust FSB, as Collateral Agent, dated as of October 26, 2010 (incorporated by reference to Exhibit 10(w) to PPL Corporation Form 10-K Report (File No. 1-11459) for the year ended December 31, 2010) 10.9 - Open-End Mortgage, Security Agreement and Fixture Filing from PPL Brunner Island, LLC to Wilmington Trust FSB, as Collateral Agent, dated as of October 26, 2010 (incorporated by reference to Exhibit 10(x) to PPL Corporation Form 10-K Report (File No. 1-11459) for the year ended December 31, 2010) 10.10 - Guaranty of PPL Montour, LLC and PPL Brunner Island, LLC, dated as of November 3, 2010, in favor of Wilmington Trust FSB, as Collateral Agent, for itself as Beneficiary and for the Secured Counterparties described therein (incorporated by reference to Exhibit 10(y) to PPL Corporation Form 10-K Report (File No. 1-11459) for the year ended December 31, 2010) 10.11 - Secured Energy Marketing and Trading Facility Amended and Restated Common Agreement dated as of December 15, 2015 among Talen Energy Marketing, LLC, Talen Energy Supply, LLC, Brunner Island, LLC, Montour, LLC, Wilmington Trust, National Association, as collateral agent, and the secured counterparties thereto (incorporated by reference to Exhibit 10.1 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on December 21, 2015) 10.12 - First Amendment to Collateral Trust and Intercreditor Agreement dated as of November 13, 2015 among Talen Energy Supply, LLC, the subsidiary guarantors identified on the signature pages thereto and Citibank, N.A., as administrative agent and collateral trustee (incorporated by reference to Exhibit 10.2 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on December 21, 2015) 10.13 - Accession Agreement dated as of December 15, 2015 among Wilmington Trust, National Association, the credit parties identified on the signature pages thereto and Citibank, N.A, as collateral trustee, as acknowledged by Talen Energy Supply, LLC (incorporated by reference to Exhibit 10.2 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on December 21, 2015) 152 Table of Contents 10.14 - Amended and Restated Collateral Agency Agreement, dated as of February 12, 2013, among PPL Ironwood, LLC, The Bank of New York Mellon, as Trustee, The Bank of New York Mellon, as Collateral Agent and The Bank of New York Mellon, as Depositary Bank (incorporated by reference to Exhibit 10(gg) to PPL Corporation Form 10-K Report (File No. 1-11459) for the year ended December 31, 2013) 10.15* - First Lien Credit and Guaranty Agreement, dated as of April 28, 2014, among New MACH Gen, LLC as borrower, the guarantors named therein, the lenders party thereto and CLMG Corp., as administrative agent 10.16*` - First Amendment, dated as of March 30, 2015, to First Lien Credit and Guaranty Agreement, dated as of April 28, 2014, among New MACH Gen, LLC as borrower, the guarantors named therein, the lenders party thereto and CLMG Corp., as administrative agent 10.17* - First Lien Security Agreement dated as of April 28, 2014 between the Grantors named therein and CLMG Corp., as First Lien Collateral Agent 10.18* - Collateral Agency and Intercreditor Agreement dated as of April 28, 2014 among New MACH Gen, LLC, the guarantors party thereto, CLMG Corp., as First Lien Administrative Agent, and CLMG Corp., as First Lien Collateral Agent 10.19+ - Talen Energy 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on June 2, 2015) 10.20+ - Talen Energy Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.6 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on June 2, 2015) 10.21+ - Talen Energy Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.7 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on June 2, 2015) 10.22+ - Talen Energy Supplemental Compensation Pension Plan (incorporated by reference to Exhibit 10.8 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on June 2, 2015) 10.23+ - Talen Energy Executive Severance Plan (incorporated by reference to Exhibit 10.9 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on June 2, 2015) 10.24+ - Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.10 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on June 2, 2015) 10.25+ - Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.11 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on June 2, 2015) 10.26+ - Form of Performance Unit Agreement (incorporated by reference to Exhibit 10.12 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on June 2, 2015) 10.27+ - Talen Energy Form of Performance Unit Agreement for Fiscal 2015 Awards (incorporated by reference to Exhibit 10.12 to Amendment No. 1 to Talen Energy Corporation Registration Statement on Form S-1 (File No. 333-207033) filed on October 29, 2015) 10.28+ - Talen Energy Short-Term Incentive Plan (incorporated by reference to Exhibit 10.18 to Amendment No. 1 to Talen Energy's Registration Statement on Form S-1 (File No. 333-207033) filed on October 29, 2015) 10.29+ - Form of Talen Energy 2015 Stock Incentive Plan Restricted Stock Unit Agreement (Matching Grants on Purchased Shares) (incorporated by reference to Exhibit 10.1 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on December 22, 2015) 10.30+ - Form of Talen Energy Corporation Change in Control Severance Protection Agreement (incorporated by reference to Exhibit 10.1 to Talen Energy Corporation Form 8-K Report (File No. 1-37388) filed on December 29, 2015) 12(a)* - Talen Energy Corporation and Subsidiaries Computation of Ratio of Earnings to Fixed Charges 12(b)* - Talen Energy Supply, LLC and Subsidiaries Computation of Ratio of Earnings to Fixed Charges 21* - Subsidiaries of Talen Energy Corporation 23* - Consent of Ernst & Young LLP - Talen Energy Corporation 24* - Power of Attorney Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period ended December 31, 2015 filed by the following officers for the following companies: 31(a)* - Talen Energy Corporation's principal executive officer 31(b)* - Talen Energy Corporation's principal financial officer 31(c)* - Talen Energy Supply, LLC's principal executive officer 31(d)* - Talen Energy Supply, LLC's principal financial officer 153 Table of Contents Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the period ended December 31, 2015 furnished by the following officers for the following companies: 32(a)* - Talen Energy Corporation's principal executive officer and principal financial officer 32(b)* - Talen Energy Supply, LLC's principal executive officer and principal financial officer 101.INS - XBRL Instance Document for Talen Energy Corporation and Talen Energy Supply, LLC 101.SCH - XBRL Taxonomy Extension Schema for Talen Energy Corporation and Talen Energy Supply, LLC 101.CAL - XBRL Taxonomy Extension Calculation Linkbase for Talen Energy Corporation and Talen Energy Supply, LLC 101.DEF - XBRL Taxonomy Extension Definition Linkbase for Talen Energy Corporation and Talen Energy Supply, LLC 101.LAB - XBRL Taxonomy Extension Label Linkbase for Talen Energy Corporation and Talen Energy Supply, LLC 101.PRE - XBRL Taxonomy Extension Presentation Linkbase for Talen Energy Corporation and Talen Energy Supply, LLC 154