**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

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**Form 10-K/A**

**(Amendment No. 1)**

** **

**x**                              ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

** **

**For the Fiscal Year EndedDecember 31, 2005**

**Or**

**o**                                 TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

** **

**For the Transition Periodfrom                        to                       **

** **

**Mirant Americas Generation, LLC**

(Exact name of registrantas specified in its charter)
| **Delaware**                                                    | **N/A**                   | **51-0390520**                        |
|-----------------------------------------------------------------|---------------------------|---------------------------------------|
| (State or other  jurisdiction of Incorporation or Organization) | (Commission File  Number) | (I.R.S. Employer  Identification No.) |
|                                                            |                      |                                  |
| **1155 Perimeter Center West,  Suite 100, Atlanta, Georgia**    | **30338**                 |
| (Address of Principal Executive Offices)                        | (Zip Code)                |
| ** **                                                      | ** **                |
| **(678) 579-5000**                                              |
| (Registrant’s Telephone Number, Including Area Code)       |
| ** **                                                      |
| Securities registered pursuant to Section 12(b) of the Act:     |
| **None**                                                        |
|                                                            |
| Securities registered pursuant to Section 12(g) of the Act:     |
| **None**                                                        |

 

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Indicate by check mark whether the registrant is awell-known seasoned issuer (as defined by Rule 405 of the Securities Act). oYes x No

Indicate by check mark whether the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) of the Act. xYes o No

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. oYes x No

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of the registrants’ knowledge, in definitiveproxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2of the Exchange Act. o LargeAccelerated Filer o AcceleratedFiler x Non-accelerated Filer

Indicate by check mark whether the registrant is ashell company (as defined by Rule 12b-2 of the Act). oYes x No

Indicate by check mark whether the registrant hasfiled 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 ofsecurities under a plan confirmed by a court. xYes o No

All of our outstanding membership interests are heldby our parent, Mirant Americas, Inc., so we have no membership interests heldby nonaffiliates.

Wehave not incorporated by reference any information into this Form 10-Kfrom any annual report to securities holders, proxy statement or registrationstatement.

 

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**TABLE OF CONTENTS**
|               | ** ** | ** **                                  | ** ** | **Page** | ** ** |
|---------------|------------|---------------------------------------------|------------|----------|------------|
|          | ** ** | **PART II**                                 |       |     |       |
| Item 6.  |       | Selected Financial  Data                    |       | 4        |       |
|          | ** ** | **PART IV**                                 |       |     |       |
| Item 15. |       | Exhibits  and Financial Statement Schedules |       | 5        |       |

 

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**EXPLANATORY NOTE**

Mirant Americas Generation, LLC (the “Company”) isfiling this Amendment No. 1 on Form 10-K/A to the Company’s Annual Reporton Form 10-K for the fiscal year ended December 31, 2005, which was filedwith the Securities and Exchange Commission on March 31, 2006 (the “OriginalFiling”), to correct certain errors in the 2002 and 2001 columns of the tablein Item 6 of Part II of the Original Filing.

Pursuant to Rule 12b-15 under the SecuritiesExchange Act of 1934, as amended, the complete text of Item 6 of Part II, asamended, is set forth below. The remainder of the Original Filing is unchangedand is not reproduced in this Amendment No. 1. No other information included inthe Original Filing, including the Company’s financial statements and thefootnotes thereto, has been modified or updated in any way. This Amendment No. 1does not reflect events occurring after the date of the Original Filing.

The following items have been amended as a result ofthe correction described above:

·                    Part II — Item6 — Selected Financial Data.

·                    Part IV — Item15(a)(3) — Exhibits and Financial Statement Schedules.

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**Item 6.**                          *Selected Financial Data*

The information set forth below should be read inconjunction with “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” and our historical combined and consolidatedfinancial statements and the notes thereto, which are included elsewhere inthis Form 10-K. The selected financial data has been derived from ourcombined and consolidated financial statements. See Note 1 to our combined andconsolidated financial statements for further discussion.

From the Petition Date through emergence, our combinedand consolidated financial statements were prepared in accordance withStatement of Position 90-7, “*FinancialReporting by Entities in Reorganization Under the Bankruptcy Code”* (“SOP90-7”). Our Statement of Operations Data for the years ended December 31,2004 and 2003 does not include interest expense on debt that was subject tocompromise subsequent to the Petition Date. Our Statement of Operations Datafor the year ended December 31, 2005, reflects the effects of accounting forthe Plan confirmed on December 9, 2005. For further discussion of the effectsof the Plan, see Note 4 to our combined and consolidated financial statements.

|                                    | ** ** | **Years Ended December 31,** | ** ** |
|------------------------------------|------------|---------------------------------------------|------------|
| ** **                         | ** ** | **2005**                                    | ** ** | **2004** | ** ** | **2003** | ** ** | **2002** | ** ** | **2001** | ** ** |
| **Statement of Operations Data:**  |       |                                        |       |   |   |   |   |   |   |   |   |
| Operating revenues                 |       | $                                           | 3,049      |   | $ | 3,568 |   | $ | 4,057 |   | $ | 3,611 |   | $ | 6,651 |   |
| Net (loss) income                  |       | (779                                        | )          | 106 |   | (3,209 | ) | 227 |   | 754 |   |
| **Balance Sheet Data:**            |       |                                        |       |   |   |   |   |   |   |   |   |
| Total assets                       |       | 7,020                                       |       | 6,157 |   | 6,296 |   | 11,752 |   | 12,980 |   |
| Total long-term debt               |       | 2,593                                       |       | 50 |   | 55 |   | 3,581 |   | 3,213 |   |
| Liabilities subject to  compromise |       | 34                                          |       | 5,366 |   | 5,350 |   | — |   | — |   |
| Equity (deficit)                   |       | $                                           | 703        |   | $ | (326 | ) | $ | (439 | ) | $ | 2,338 |   | $ | 1,948 |   |

 

At December 31, 2004 and 2003 certain long-term debtamounts were included in liabilities subject to compromise.

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**PART IV**

**Item 15.**                   Exhibitsand Financial Statements

(a)(3)                         Exhibit Index
| Exhibit  Number | ** ** | **Exhibit Name**                                                                                                                                                          |
|-----------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |       |                                                                                                                                                                      |
| 31.1            |       | Certification of Chief Executive Officer Pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)).                                                     |
|            |       |                                                                                                                                                                      |
| 31.2            |       | Certification of Chief Financial Officer Pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)).                                                     |
|            |       |                                                                                                                                                                      |
| 32.1            |       | Certification of the Chief Executive Officer  Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 (Rule 13a-14(b)). |
|            |       |                                                                                                                                                                      |
| 32.2            |       | Certification of the Chief Financial Officer  Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 (Rule 13a-14(b)). |

 

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**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on its behalf by the undersigned, thereunto duly authorized, onthis 9th day of June, 2006.
|        |     | MIRANT AMERICAS GENERATION, LLC          |
|--------|----------|------------------------------------------|
|   |     |                                     |
|   | By:      | /s/ ROBERT E. DRISCOLL                   |
|   |     | Robert E.  Driscoll                      |
|   | * * | *President  and Chief Executive Officer* |
|   | * * | *(Principal  Executive Officer)*         |

 

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**MIRANT AMERICASGENERATION, LLC**

Pursuant to the requirements of the SecuritiesExchange Act of 1934, this report has been signed below on June 9, 2006 by thefollowing persons on behalf of the registrant and in the capacities indicated.
| Signatures                | ** ** | **Title**                                                   |
|---------------------------|------------|-------------------------------------------------------------|
|                      |       |                                                        |
| /s/ ROBERT E. DRISCOLL    |       | President and Chief Executive Officer of                    |
| Robert E.  Driscoll       |       | Mirant Americas Generation, LLC                             |
|                      |       | (Principal Executive Officer)                               |
|                      |       |                                                        |
| /s/ J. WILLIAM HOLDEN III |       | Senior Vice President, Chief Financial Officer and          |
| J. William  Holden III    |       | Treasurer of Mirant Americas Generation, LLC                |
|                      |       | (Principal Financial Officer)                               |
|                      |       |                                                        |
| /s/ THOMAS E. LEGRO       |       | Senior Vice President, Controller and Principal  Accounting |
| Thomas E. Legro           |       | Officer of Mirant Americas Generation, LLC                  |
|                      |       |                                                        |
| /s/ ROBERT M. EDGELL      |       | Chairman of the Board of Managers of                        |
| Robert M. Edgell          |       | Mirant Americas Generation, LLC                             |
|                      |       |                                                        |
| /s/ EDWARD R. MULLER      |       | Manager of                                                  |
| Edward R. Muller          |       | Mirant Americas Generation, LLC                             |
|                      |       |                                                        |
| /s/ JAMES V. IACO         |       | Manager of                                                  |
| James V. Iaco             |       | Mirant Americas Generation, LLC                             |

 

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