8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2015

CALPINE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-12079	77-0212977
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

717 Texas Avenue, Suite 1000, Houston, Texas 77002

(Addresses of principal executive offices and zip codes)

Registrant’s telephone number, including area code: (713) 830-2000

Not applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

ITEM 7.01 — REGULATION FD DISCLOSURE	2
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS	2
SIGNATURES	3
EXHIBIT INDEX	4

1

ITEM 7.01 — REGULATION FD DISCLOSURE

On September 9, 2015, Calpine Corporation (“Calpine” or the “Company”) issued a press release announcing that Thad Hill, Calpine’s President and Chief Executive Officer, will be presenting at the Barclays Capital CEO Energy-Power conference on September 9, 2015 at 12:25 p.m. ET / 11:25 a.m. CT. A copy of the press release is being furnished as Exhibit 99.2 hereto.

As set forth in the press release, interested parties can access a live listen-only webcast of the presentation through the Company’s website at www.calpine.com and an archived recording of the presentation will be made available for a limited time on the Company’s website. A copy of the presentation materials will be made available on the Company’s website on September 9, 2015 and is being furnished as Exhibit 99.1 hereto.

The information in this Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “1934 Act”), nor shall it be deemed “incorporated by reference” into any filing under the Securities Act of 1933, as amended, or the 1934 Act, except as may be expressly set forth by specific reference in such filing.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description
99.1	Calpine Corporation Presentation dated September 9, 2015.*
99.2	Calpine Corporation Press Release dated September 9, 2015.*

* Furnished herewith.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CALPINE CORPORATION

	By:	/s/ ZAMIR RAUF
		Zamir Rauf
		Executive Vice President and
		Chief Financial Officer
September 9, 2015

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Calpine Corporation Presentation dated September 9, 2015.*
99.2	Calpine Corporation Press Release dated September 9, 2015.*

* Furnished herewith.

4

EX-99.1

Barclays Capital

2015 CEO Energy/Power Conference

Thad Hill

President and CEO, Calpine Corp.

September 9, 2015

Exhibit 99.1

2

Forward-Looking Statements

The information contained in this presentation includes certain estimates, projections and other forward-looking

information that reflect Calpine’s current views with respect to future events and financial performance. These

estimates, projections and other forward-looking information are based on assumptions that Calpine believes, as of

the date hereof, are reasonable. Inevitably, there will be differences between such estimates and actual results, and

those differences may be material.

There can be no assurance that any estimates, projections or forward-looking information will be realized.

All such estimates, projections and forward-looking information speak only as of the date hereof. Calpine undertakes

no duty to update or revise the information contained herein other than as required by law.

You are cautioned not to place undue reliance on the estimates, projections and other forward-looking information in

this presentation as they are based on current expectations and general assumptions and are subject to various risks,

uncertainties and other factors, including those set forth in Calpine’s Quarterly Reports on Form 10Q for the three

months ended March 31 and June 30, 2015, its Annual Report on Form 10-K for the year ended December 31, 2014 and

in other documents that Calpine files with the SEC.  Many of these risks, uncertainties and other factors are beyond

Calpine’s control and may cause actual results to differ materially from the views, beliefs and estimates expressed

herein. Calpine’s reports and other information filed with the SEC, including the risk factors identified in its Annual

Report on Form 10-K for the year ended December 31, 2014, can be found on the SEC’s website at www.sec.gov and on

Calpine’s website at www.calpine.com.

Reconciliation to U.S. GAAP Financial Information

The following presentation includes certain “non-GAAP financial measures” as defined in Regulation G under the

Securities Exchange Act of 1934, as amended.  Schedules are included herein that reconcile the non-GAAP financial

measures included in the following presentation to the most directly comparable financial measures calculated and

presented in accordance with U.S. GAAP.

Safe Harbor Statement

3

National Portfolio of Approximately 27,000 MW

As of 07/30/2015

•

Geographically diversified portfolio:  Scale in three most competitive power markets in America

•

Largest operator of combined heat and power (cogeneration) technology in America

•

Largest geothermal power producer in America

•

Featuring one of smallest environmental footprints in America’s power generation sector

•

Geographically diversified portfolio:  Scale in three most competitive power markets in America

•

Largest operator of combined heat and power (cogeneration) technology in America

•

Largest geothermal power producer in America

•

Featuring one of smallest environmental footprints in America’s power generation sector

Geographic Diversity

Dispatch Technology

4

Clean

Modern

Efficient

Source: Calpine, Energy Velocity (2014).  Figures adjusted to incorporate announced/completed M&A activity as though it were effective as of 1/1/14. CPN steam-adjusted heat rate excludes peakers.

TLN does not reflect potential divestitures required to occur within 12 months of formation.

Our 2014 steam-adjusted

heat rate was 7,384

Nation’s Largest Baseload

Renewable,

Natural Gas and Cogeneration Power Provider

6,000

8,000

10,000

12,000

CPN

DYN

TLN

NRG

0

500

1,000

1,500

2,000

2,500

CPN

DYN

TLN

NRG

0

1

2

3

4

5

CPN

DYN

TLN

NRG

0

10

20

30

40

50

CPN

DYN

TLN

NRG

Well Positioned for Secular Trends

5

Complemented by

Disciplined & Balanced Capital Allocation

1

Calpine uniquely advantaged

in evolving power markets

$0.8 B

$1.5 B

$1.3 B

$3.3 B

$1.6 B

2011

2012

2013

2015E

Acquisition

Organic Growth

Debt Repayment / Financing Costs

Share Repurchase

Right Fleet

•

Clean, reliable, flexible assets

•

Best-in-class operations

•

No environmental compliance obligations or

legacy liabilities

Right Place

•

Scale in major US competitive wholesale

power markets

•

Strategic geographic diversity

•

Increasing potential for volatility in key

markets

Right Time

•

Abundant, affordable natural gas

•

More stringent environmental regulations

•

Need for flexible capacity to integrate

intermittent renewables

•

Markets prioritizing reliability

1

2014

As of 7/30/15 and includes estimated / announced 2015 growth capital expenditures, debt amortizations / repurchases, and YTD share repurchases.

Current Topics

•

Recapping the Champion Acquisition

•

Texas:  Signs of Life in August

•

PJM:  Robust Capacity Performance Results

•

Clean Power Plan:  Favoring Natural Gas Generation as Long-Term Solution

Calpine remains well positioned to benefit from key industry trends

6

7

Expanding Customer Channels Through Acquisition of

Well-Established Retail Sales Platform

Transaction Summary

•

$240

million

1

acquisition

of

nation’s

largest

independent retail electric provider

•

Purchased at ~4-5x initial Adjusted EBITDA

2

;

Immediately

accretive

to

Adj.

FCF

2

Per

Share

•

Expected to close by 4Q15

Subject

to

working

capital

adjustments.

A

non-GAAP

financial

measure.

Reconciliations

of

Adj.

EBITDA

and

Adj.

FCF

to

Net

Income

(Loss),

the

most

comparable

U.S.

GAAP

measure,

are

available

on

our

website.

Estimated

for

2015.

Industry

standard

conversion

assumes

10

MWh

of

annual

electricity usage per residential customer.

•

~22 million MWh

of customer load served annually

3

•

Currently operating in ERCOT, PJM, MISO, NYISO and

ISO-NE; New coverage areas to come

•

Primarily Commercial & Industrial customer base

(~90% of load in 2014):  ~19,000 C&I customers, or

~2 million residential customer equivalents

4

•

Award-winning customer service practices, driving

strong retention rates

Strategic Rationale

•

Consistent with previously announced initiatives to

get “closer to customers”

—

Essential in an era of declining wholesale

power market liquidity

•

Ideal platform to add sizeable retail organization

—

Experienced team with track record for growth

—

Significant geographic overlap with Calpine

wholesale fleet

—

Customer service commitment mirrors Calpine

focus on operational excellence

Extending customer reach

through accretive acquisition

Source:  Champion Energy.

1

2

3

4

Texas:  Signs of Life in August

8

Energy-Only Market

Responding to Heat + Record Load

Available Wind Capacity

(Availability Factor %)

1,063 MW

(7%)

2,404  MW

(17%)

2,390 MW

(17%)

1,265 MW

(9%)

1,082 MW

(8%)

661 MW

(5%)

Outages

4,822 MW

4,859 MW

2,523 MW

3,081 MW

4,885 MW

5,264

MW

Real-Time

Price

²

($/MWh)

$431

$620

$170

$507

$578

$784

Operating

Reserve

Margin³

5.7%

5.0%

6.8%

5.4%

5.2%

5.7%

System Statistics:

Source:  ERCOT, Calpine.  Data shown for highest-price 5-minute interval of each day, during which time market conditions were tightest.

Online / available to SCED.

Shown for peak hour.

Actual amount of generation online in excess of peak demand, including reserves.

Record

Load

(3

rd

time

in

5

days);

What if wind had looked like a

typical hot day?

Reaction in

Forward Curves

Continued load growth

Only modest incremental capacity

in 2016 (nearly all wind)

Favorable indicators

for upside opportunity

Source:  Broker quotes, Calpine.  ERCOT-HOU shown.

50,000

55,000

60,000

65,000

70,000

75,000

7/30/15

8/5/15

8/10/15

8/11/15

8/12/15

8/13/15

Operating Reserves

Wind

Fossil

/

Nuclear

¹

Demand (Load)

1

2

3

$20

$25

$30

$35

$40

$45

$50

Jan-15

Mar-15

May-15

Jul-15

PJM:  Robust Capacity Performance Results

9

Calpine’s PJM Fleet Features

Locationally

Advantaged Assets

CPN MW Cleared (UCAP)

5,265 MW

% Cleared as Capacity Perf.

65%

Wtd.-Avg. Price

$208/MW-d

2018/19 Auction:  Key Takeaways

•

Locational separation

—

EMAAC = highest priced zone

—

ComEd

separated from RTO for first time

•

Limited new build:

Least amount to clear in last 4 years

—

Contributing factors:

CP penalties

financing challenges

Increased risk for single sites

Higher collateral requirements

—

Surprisingly low MOPR-exempt participation

•

Risk premiums

—

Performance penalty risk a key driver of bids

MOPR

Exempted

13,531 MW

Offered

4,133 MW

Cleared

3,507 MW

Future Considerations

•

Heavy reliance on DR (11,000 MW) diminishes as CP

target escalates to 100%

•

Additional plants at risk?

—

13,000 MW uncleared

—

Clean Power Plan

Reliable fleet well-positioned to respond to pay-for-performance initiatives

$50

$75

$100

$125

$150

$175

$200

$225

$250

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

EMAAC

COMED

MAAC

RTO

PPL

CPN MW

Base Price

Capacity Performance Price

•

Targets 75% CCGT utilization

•

Calls for market-based solution

—

Price on carbon will allow market to solve for most

efficient means of emissions reductions

Clean Power Plan Favors Natural Gas Generation

as Long-Term Solution

10

Calpine’s Clean Fleet

Benefits from Emissions Regulation

Features lowest fossil-based

CO2

footprint in IPP sector

Clean Power Plan Highlights

Calpine fleet benefits from higher capacity factors

Forthcoming environmental regulations (+ low natural gas prices)

continue to favor natural gas-fired generation at the expense of inefficient coal

Implies generation

50%+

vs. prior 3yr average

0

500

1,000

1,500

2,000

2,500

CPN

IPP1

IPP2

IPP3

0%

10%

20%

30%

40%

50%

60%

70%

80%

2012

2013

2014

2015YTD

CCGT @

75% CF

…

Current guidance

Original guidance

+$100/kW =

+$6/share price

Why You Should Invest in Calpine Today

Attractive Entry Point, Given Favorable Future Drivers

11

See footnotes included in 2Q15 earnings presentation on company website.  Based upon CPN closing stock price of $15.30 on 9/2/15.

Compelling Value Proposition…

Powerful Free Cash Flow Generator

Current share price

implies:

2015 Adj. FCF

Yield

~15%

Merchant CCGT Value

$375-425/kW

•

Increasing environmental regulations

•

Sustained

low

nat

gas

prices

•

Influx of intermittent renewables

Need for integration and ramping support

•

Regulatory emphasis on reliability: 

“Pay for Performance”

Secular

Shift

Away

from

Baseload

Generation

Monetize

Yield

Return

Capital

Manage

Portfolio

Manage Balance

Sheet

Focus on

Customers

Disciplined capital allocation +

Active portfolio management

Building upon our track record

Supported by...

1

12%

13%

14%

15%

16%

17%

$2.00

$2.10

$2.20

$2.30

$2.40

$2.50

$2.60

Adj. Free Cash Flow  Per Share

1

2

3

EX-99.2

Exhibit 99.2

CONTACTS:	NEWS RELEASE
Media Relations:	Investor Relations:
Brett Kerr	Bryan Kimzey
713-830-8809	713-830-8775
brett.kerr@calpine.com	bryan.kimzey@calpine.com

Calpine President and CEO to Present at Barclays Capital

CEO Energy-Power Conference

(HOUSTON, Texas) – September 9, 2015 – Thad Hill, President and Chief Executive Officer of Calpine Corporation (NYSE:CPN), is scheduled to attend the Barclays Capital CEO Energy-Power Conference today, September 9, 2015, in New York City. Mr. Hill will speak to invited guests at 12:25 p.m. Eastern Time / 11:25 a.m. Central Time. The presentation, which will include a summary of the company’s performance in PJM’s recent 2018/19 capacity auction, will be webcast live and available for replay at www.calpine.com. Copies of the presentation materials have also been made available on this site.

About Calpine

Calpine Corporation is America’s largest generator of electricity from natural gas and geothermal resources. Our fleet of 83 power plants in operation or under construction represents nearly 27,000 megawatts of generation capacity. Serving customers in 18 states and Canada, we specialize in developing, constructing, owning and operating natural gas-fired and renewable geothermal power plants that use advanced technologies to generate power in a low-carbon and environmentally responsible manner. Our clean, efficient, modern and flexible fleet is uniquely positioned to benefit from the secular trends affecting our industry, including the abundant and affordable supply of clean natural gas, stricter environmental regulation, aging power generation infrastructure and the increasing need for dispatchable power plants to successfully integrate intermittent renewables into the grid. We focus on competitive wholesale power markets and advocate for market-driven solutions that result in nondiscriminatory forward price signals for investors. Please visit www.calpine.com to learn more about why Calpine is a generation ahead – today.

Forward-Looking Information

In addition to historical information, this release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,” “will,” “should,” “estimate,” “potential,” “project” and similar expressions identify forward-looking statements. Such statements include, among others, those concerning expected financial performance and strategic and operational plans, as well as assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not

-more-

Calpine to Present at Investor Conferences in September

Page 2

September 9, 2015

guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements. Please see the risks identified in this release or in Calpine’s reports and registration statements filed with the Securities and Exchange Commission, including, without limitation, the risk factors identified in its Annual Report on Form 10-K for the year ended Dec. 31, 2014. These filings are available by visiting the Securities and Exchange Commission’s website at www.sec.gov or Calpine’s website at www.calpine.com. Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Many of these factors are beyond our ability to control or predict. Our forward-looking statements speak only as of the date of this release. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and, other than as required by law, Calpine undertakes no obligation to update any such statements, whether as a result of new information, future events, or otherwise.

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