Talen Energy files 8-K/A: financial statements & exhibits
Cornerstone Generation, LLC and Subsidiaries (A Delaware Limited Liability Company)
Consolidated Financial Statements Cornerstone Generation, LLC and Subsidiaries (A Delaware Limited Liability Company) Year Ended December 31, 2025 With Report of Independent Auditors
Consolidated Financial Statements
Contents Report of Independent Auditors 1
Consolidated Financial Statements
Consolidated Balance Sheet 3
Consolidated Statement of Operations and Comprehensive Loss 4
Consolidated Statement of Changes in Member’s Equity 5
Consolidated Statement of Cash Flows 6
Notes to Consolidated Financial Statements 7
[RSM US LLP LOGO]
Independent Auditor’s Report
The Board of Directors Cornerstone Generation, LLC and Subsidiaries
Opinion
We have audited the consolidated financial statements of Cornerstone Generation, LLC and Subsidiaries (the Company), which comprise the consolidated balance sheet as of December 31, 2025, and the related consolidated statement of operations and comprehensive loss, changes in member’s equity and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively, the financial statements).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
• Exercise professional judgment and maintain professional skepticism throughout the audit.
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
Consolidated Balance Sheet (In Thousands)
Derivative instruments, energy 241
Total assets $ 2,845,162 Liabilities and member’s equity
Current liabilities:
Derivative instruments, interest rate swaps 107
Commitments and Contingencies (Note 5)
See accompanying notes.
Consolidated Statement of Operations and Comprehensive Loss (In Thousands)
See accompanying notes.
1 These amounts include activities with related parties of $0.2 million. See Note 5. Commitments and Contingencies for further information on related party transactions and amounts.
2 These amounts include activities with related parties of $3.4 million. See Note 5 . Commitments and Contingencies and Note 6. Stock-based Compensation for further information on related party transactions and amounts.
Consolidated Statement of Changes in Member’s Equity (In Thousands)
Member’s Equity Balance, December 31, 2024 $ –
See accompanying notes.
Consolidated Statement of Cash Flows (In Thousands)
Adjustments to reconcile net loss to cash provided by operating activities:
Asset retirement obligation accretion 139
Lower of cost or market adjustment 540
Changes in operating assets and liabilities:
Spare parts inventory (229)
Net cash provided by financing activities 983
Cash, cash equivalents and restricted cash beginning of year –
Supplemental cash flow disclosures
See accompanying notes.
Notes to Consolidated Financial Statements
December 31, 2025 1. Organization
Cornerstone Generation, LLC (“Cornerstone” or the “Company”), formerly known as Airborne Gas Purchaser, LLC, is a Delaware limited liability company formed on August 26, 2024, and renamed on October 7, 2024. The Company is indirectly owned by various funds managed by Energy Capital Partners Management, LP (“ECP”).
On August 11, 2025 (the “Contribution Date”), ECP Generation Aggregator, LLC (“ECP Aggregator”), an indirect parent entity of the Company, contributed to the Company equity interests in three natural gas‑fired power generation facilities and a related marketing entity (the “Contribution”). See Note 4. Business Combination and Contribution for additional disclosures. The accompanying consolidated financial statements include the results of these operations from the Contribution Date through December 31, 2025. From formation through the Contribution Date, the Company had no significant operations except for the ticking fees. See Note 7. Credit and Financing Facilities for additional disclosures.
Following the Contribution, the Company owns and operates natural gas‑fired electric generation facilities located in the PJM Interconnection, LLC (“PJM”) region. The Company sells power, capacity, and ancillary services and purchases natural gas (and, to a lesser extent, fuel oil) for use in its facilities. The Company may also enter into commodity and other contracts, including derivative instruments, to manage exposures arising from forecasted generation and fuel requirements, consistent with its risk management strategy.
As of December 31, 2025, the Company’s wholly owned subsidiaries include Cornerstone Generation Marketing, LLC (formerly known as Lightstone Marketing LLC) and the following generation facilities: Lawrenceburg Power, LLC (“Lawrenceburg”), Waterford Power, LLC (“Waterford”) and Darby Power, LLC (“Darby”).
Notes to Consolidated Financial Statements (continued)
Lawrenceburg is a 1,196-megawatt nameplate combined-cycle natural gas-fired facility located in Dearborn County, Indiana, serving the PJM region. The gas fired project consists of 2 steam turbines and 4 gas turbines. The facility has an interconnection to Texas Gas Transmission LC.