Form 10-K Calpine Corp

FORM 10-K CALPINE CORP - CPN Filed: February 27, 2009 (period: December 31, 2008) Annual report which provides a comprehensive overview of the company for the past year Table of Contents 10-K - FORM 10-K PART I Item 1. 3 Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Submission of Matters to a Vote of Security Holders PART II Item 5. Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6. Selected Financial Data Item 7. Management s Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures about Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors and Executive Officers of the Registrant Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services PART IV Item 15. Exhibits, Financial Statement Schedule SIGNATURES EXHIBIT INDEX EX-10.4.14.2 (AMENDMENT NO. 1 TO THE DIRECTOR INCENTIVE PLAN) EX-21.1 (SUBSIDIARIES OF THE COMPANY) EX-23.1 (CONSENT OF PRICEWATERHOUSECOOPERS LLP) EX-31.1 (CEO 302 CERTIFICATION) EX-31.2 (CFO 302 CERTIFICATION) EX-32.1 (CEO CFO 906 CERTIFICATIONS) Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Calpine Corporation (A Delaware Corporation) I.R.S. Employer Identification No. 77-0212977 717 Texas Avenue, Suite 1000, Houston, Texas 77002 50 West San Fernando Street, San Jose, California 95113 Telephone: (713) 830-8775 Securities registered pursuant to Section 12(b) of the Act: Calpine Corporation Common Stock, $.001 Par Value Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer, “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes [ ] No [X] Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: Calpine Corporation: 428,749,395 shares of common stock, par value $.001, were outstanding as of February 25, 2009. State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2008, the last business day of the registrant’s most recently completed second fiscal quarter: approximately $4,437 million. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [X] No [ ] DOCUMENTS INCORPORATED BY REFERENCE Portions of the documents listed below have been incorporated by reference into the indicated parts of this report, as specified in the responses to the item numbers involved. Designated portions of the Proxy Statement relating to the 2009 Annual Meeting of Shareholders are incorporated by reference into Part III (Items 10, 11, 12, 13 and 14) Source: CALPINE CORP, 10-K, February 27, 2009 Table of Contents Index to Financial Statements CALPINE CORPORATION AND SUBSIDIARIES FORM 10-K ANNUAL REPORT For the Year Ended December 31, 2008 TABLE OF CONTENTS Page PART I Item 1. Business 3 Item 1A. Risk Factors 30 Item 1B. Unresolved Staff Comments 46 Item 2. Properties 46 Item 3. Legal Proceedings 46 Item 4. Submission of Matters to a Vote of Security Holders 46 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 47 Item 6. Selected Financial Data 50 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 51 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 95 Item 8. Financial Statements and Supplementary Data 95 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 95 Item 9A. Controls and Procedures 95 Item 9B. Other Information 96 PART III Item 10. Directors and Executive Officers of the Registrant 96 Item 11. Executive Compensation 96 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 96 Item 13. Certain Relationships and Related Transactions, and Director Independence 96 Item 14. Principal Accounting Fees and Services 96 PART IV Item 15. Exhibits, Financial Statement Schedule 97 Signatures and Power of Attorney 106 Index to Consolidated Financial Statements 108 i Source: CALPINE CORP, 10-K, February 27, 2009 Table of Contents Index to Financial Statements DEFINITIONS As used in this Report, the following abbreviations and terms have the meanings as listed below. Additionally, the terms “Calpine,” “we,” “us” and “our” refer to Calpine Corporation and its consolidated subsidiaries, unless the context clearly indicates otherwise. For clarification, for the period from December 20, 2005, through February 7, 2008, such terms do not include the Canadian Debtors and other foreign subsidiaries that were deconsolidated as of the Petition Date. The term “Calpine Corporation” refers only to Calpine Corporation and not to any of its subsidiaries. Unless and as otherwise stated, any references in this Report to any agreement means such agreement and all schedules, exhibits and attachments in each case as amended, restated, supplemented or otherwise modified to the date of filing this Report. ABBREVIATION DEFINITION 2014 Convertible Notes Calpine Corporation’s Contingent Convertible Notes Due 2014 401(k) Plan Calpine Corporation Retirement Savings Plan Acadia PP Acadia Power Partners, LLC Adjusted EBITDA EBITDA adjusted to remove the income effects of (a) non-cash losses on sales, dispositions or impairments of assets, (b) any unrealized gains or losses and any non-cash realized gains or losses from accounting for derivatives, (c) non cash stock compensation expense, (d) operating lease expense, (e) non-cash gains and losses from intercompany foreign currency translations, (f) reorganization items, (g) major maintenance expense, (h) any non-cash gain or loss on the repurchase or extinguishment of debt and (i) any other extraordinary, unusual or non-recurring income plus our net interest in the Adjusted EBITDA of our unconsolidated investments AOCI Accumulated Other Comprehensive Income APH Acadia Power Holdings, LLC, a wholly owned subsidiary of Cleco ARB Accounting Research Board Aries Power Plant MEP Pleasant Hill, LLC ASC Aircraft Services Corporation, an affiliate of General Electric Capital Corporation Auburndale Auburndale Holdings, LLC Average availability Availability represents the percent of total hours during the period that our plants were available to run after taking into account the downtime associated with both scheduled and unscheduled outages. Average capacity factor (excluding peakers) The average capacity factor (excluding peakers) is a measure of total actual generation as a percent of total potential generation. It is calculated by dividing (a) total MWh generated by our power plants (excluding peakers) by (b) the product of multiplying (i) the weighted average capacity during the period by (ii) the total hours in the period. The weighted average capacity reflects the seasonally adjusted capacity of our plants (except our mothballed plants) during the period, including any time the plants may not be operating due to scheduled and unscheduled outages for maintenance and repair requirements or because we elect not to generate when power prices are too low or natural gas prices are too high to operate profitably Bankruptcy Code U.S. Bankruptcy Code Bankruptcy Courts The U.S. Bankruptcy Court and the Canadian Court Bcf Billion cubic feet BLM Bureau of Land Management of the U.S. Department of the Interior ii Source: CALPINE CORP, 10-K, February 27, 2009 Table of Contents Index to Financial Statements ABBREVIATION DEFINITION Blue Spruce Blue Spruce Energy Center LLC Bridge Facility Bridge Loan Agreement, dated as of January 31, 2008, among Calpine Corporation as borrower, the lenders party thereto, Goldman Sachs Credit Partners L.P., Credit Suisse, Deutsche Bank Securities Inc.

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