CEG - NASDAQ

Good morning, ladies and gentlemen, and welcome to the Constellation Energy Corporation Business and Earnings Outlook Conference Call. [Operator Instructions] As a reminder, this call may be recorded. I would now like to introduce your host for today's call, Tim Flottemesch, Vice President, Investor Relations. You may begin.

Thank you, Carmen. Good morning, everyone, and thank you for joining Constellation Energy Corporation's Business and Earnings Outlook. Leading the call today are Joe Dominguez, Constellation's President and Chief Executive Officer; and Shane Smith, Constellation's Chief Financial Officer. They are joined by other members of Constellation's senior management team who will be available to answer your questions following our prepared remarks. We issued a presentation and 8-K this morning, all of which can be found in the Investor Relations section of Constellation's website. The release and other matters, which we discuss during today's call, contain forward-looking statements and estimates regarding Constellation its subsidiaries that are subject to various risks and uncertainties. Actual results could differ from our forward-looking statements based on factors and assumptions discussed in today's material and comments made during the call. Please refer to today's 8-K and Constellation's other SEC filings for discussions of risk factors and other circumstances and considerations that may cause results to differ from management's projections, forecasts and expectations. Today's presentation also includes references to adjusted operating earnings and other non-GAAP measures. Please refer to information contained in the appendix of our presentation for reconciliations between non-GAAP measures and the nearest equivalent GAAP measures. I'll now turn the call over to Joe.

Thanks, Tim. Thanks, Carmen, for getting us started. Good morning, everyone. Thank you for joining us, and thank you for your continued interest in Constellation. We're thrilled to be speaking with you for the first time since closing the Calpine transaction. As you can imagine, both companies are filled with people who just want to get on with it. And so we talked for a while and getting on with it is fun for us. We're excited to be where we are. As always, I want to start by thanking the 16,000 women and men across the combined companies for all the hard work that brought us to this moment. We couldn't be here without them. Let's begin on Slide 6. Today, Shane and I intend to do more than provide 2026 guidance. We're going to provide a longer-term and more comprehensive update on the business, describe what makes Constellation special and explain why we think Constellation has unmatched opportunities to grow, beginning with a 20% CAGR on base earnings growth through 2029. As you will see, this longer-term visibility into how we see our earnings through 2029 admittedly uses some conservative assumptions. But what we're trying to do here is establish a baseline and then quantify and describe for you some of Constellation's many actionable opportunities to improve earnings materially beyond this baseline and ultimately to repeat double-digit annual base earnings growth into the next decade. In his part of today's talk, Shane will walk you through some of the EPS sensitivities that we think you will find very interesting. Before we move into the business update though, I want to say that we're not going to be announcing a new data economy deal today, nor can I comment much on Amazon's community night last week in Maryland, where they described a large data center project next to our Calver Cliffs Clean Energy Center. I recognize that the last time we spoke, I indicated that we expected to be done with an important transaction by this call, but we're not ready to announce anything today. There are 2 reasons for this. First, there is clearly more scrutiny on data center development. And so we think it's really important that data center announcements occur when all stakeholders, including supportive policymakers and community leaders, are present and prepared to discuss the elements of these important transactions so that all of the community benefits are clearly understood. Obviously, earnings calls give us a limited opportunity to do that. Second, since our last call, and as you're aware, hyperscalers have announced a new pledge in response to President Trump's executive order, which required us to rethink and renegotiate some of the terms of the PPAs we were working on to anticipate any outcomes of the PJM rule-making process. With regard to President Trump's executive order and the resultant PJM regulatory proceedings, our sense is that data center development will benefit from regulatory clarity, and we now have strong momentum to get just that. All of you know regulatory clarity helps deals get done. Importantly, for you, our owners, we're not waiting on regulatory clarity or certainty. Regardless of how the PJM proceedings resolve, Constellation can structure deals now to power America's growth in AI with our firm and clean nuclear power. But not every deal is going to look the same because our customers are expressing different approaches to how they intend to manage future regulatory requirements. Some of our customers will meet future regulatory requirements by pairing our nuclear power with Constellation's ability to bring incremental capacity through batteries, demand response, upgrades and gas-fired generation. I'll talk a little bit more about that capacity in a moment. This combination gives customers the clean firm power and price certainty they want and also allows them to meet any new regulatory requirement for peak energy capacity. Other customers are willing to pay for backstop capacity from PJM and buy power and attributes from us. This is the way we typically contract with our C&I customers where they buy capacity from the PJM market and buy energy and attributes directly from us. Finally, some customers are willing to flexibly respond or curtail during peak hours by using on-site backup generation or by reducing demand. And what excites us is that the very AI technology that we're powering is now being used to better dispatch the power system and manage data center load at peaks. You might have seen an announcement we made with NVIDIA, Emerald AI and other companies last week, where we are pioneering new technology that will allow the data centers to move data projects from one data center to another at a peak. So for example, if you have a data center operating in Philadelphia and you're approaching a peak demand hour, you would transfer that work through -- at the speed of light through fiber optics to other data centers around the country that aren't in a region that's experienced a peak energy demand. So we think these companies are evolving in the way they're able to manage their demand at peak through a lot of different resources. And it's important to get this right because there have been a number of recently released studies, the Brattle Group put out one just this last month, that says that the best way we can make bills more affordable for all customers is by ensuring that the grid is better utilized during the 99% of the hours of the year when there's surplus wires and generation capacity, while at the same time, providing flexibility during these less than 1% of the hours when system demand is at its highest. According to Brattle, getting this right can unlock tens of billions of dollars in annual consumer savings, and we believe will result in a paradigm shift in how policymakers and customers view data center development, changing the perception of data centers from cost causers to potentially cost reducers. Although sometimes it seems longer, we have to keep in mind that we remain in the early stages of the AI data center boom. People naturally question the durability of the demand and strategies like ours, from DeepSeek to FERC's rejection of the [ Talen ] interconnection agreement and now the executive order, we've had bumps in the road where enthusiasm and value momentum either stalls or retrenches. We see this as the natural course of things. But it's important that in each instance, we and our partners found solutions and momentum resumed. Two things are occurring simultaneously that give us great confidence. First, the growth we're seeing is like nothing we've seen before. And second, the cost of replacement megawatts for any kind of firm power generation is now multiples of what it was less than a decade ago. You're going to see this in one of our later slides. I talked in a previous earnings call about combined cycle machines having replacement costs at around $2,500 a [ KW ]. I now see that more like $3,000 based on what I'm hearing at CERA and other conferences. And we think both the demand being real and the cost of replacement generation means that an incumbent coast-to-coast fleet of the best and most unique assets like ours are going to do exceptionally well. And that's what we have here. Constellation's industry-leading balance sheet also gives us a competitive advantage in serving customers and protecting against increases in the cost of debt. We have the ability to opportunistically grow through M&A and fund growth capital projects [ like our operates ] that easily exceed 10% unlevered IRRs. Finally, our balance sheet and strong cash flows give us the ability to return value to you in the form of more buybacks. Today, I'm pleased to share that Constellation's Board has approved an increase in our buyback authority to $5 billion, underscoring our confidence in the strategy. The path ahead is exciting. The demand is real, and our competitive position is excellent. We're excited about the future we're building and confident in our ability to deliver. Turning to Slide 7. While market attention understandably focuses on the large hyperscaler deals, the value of nuclear energy is not limited to any single customer segment. That value is broadly accessible, and recent developments in New York reinforce that point. Since we last spoke, Governor [ Hochul ] in the State of New York extended the

Thanks, Joe, and good morning, everyone. Before I turn to the financial update, I want to take a moment to acknowledge our 2025 results. Last year, we delivered adjusted operating EPS of $9.39, that once again exceeded the midpoint of the guidance range we set at the beginning of the year. That marks 4 consecutive years every year since becoming a public company that we have beat. With 2025 now behind us, I also want to echo my appreciation for the collective effort of our teams that make these results possible, working tirelessly to position Constellation for long-term success. Beginning on Slide 20, we are initiating our 2026 adjusted operating EPS guidance at $11 per share to $12 per share. This range is consistent with the $2 of EPS accretion we shared when we announced the Calpine deal. But it doesn't tell the full story. Our underlying business is performing better than originally projected, allowing us to overcome 2 headwinds related to the acquisition. First, as part of the settlement with the DOJ, we were required to divest more assets than we originally anticipated, notably the highly efficient York 2 and Jack Fusco stations that are both meaningful earnings contributors. We are also assuming all of the asset sales close in the third quarter versus our original assumption of year-end, creating a bit of an earnings hole. Second, depreciation expense related to purchase accounting is higher than we expected at deal case as we had to mark the acquired assets to fair value at the time of close. As we have all seen, the value of generation assets has increased considerably since we announced the transaction in January of 2025 and that higher value is resulting in higher noncash depreciation expense. When we announced the deal, we also targeted at least $2 billion of annual incremental free cash flow, which we continue to expect even absent the cash flow from the additional asset sales. I'm also excited to share that we are increasing our share repurchase authorization to $5 billion, enabled by our strong balance sheet and significant free cash flow while still growing our dividend and reinvesting $3.9 billion in growth projects that deliver compelling returns of at least 10% on an unlevered basis. The increase in the buyback is a strong vote of confidence in the outlook for our business. Finally, Moody's and S&P reaffirmed our credit ratings, supported by our strong cash generation, long-term contracted cash flows and clear deleveraging trajectory. We remain committed to returning the balance sheet to our target credit metrics by the end of 2027. On the following slides, I will walk through our base and enhanced earnings outlook that now includes Calpine, how to think about upside earnings opportunities and our capital allocation strategy. Turning to Slide 21, I want to provide a short review of our base earnings framework and discuss how we are incorporating the Calpine portfolio. The goal of base EPS is to highlight our earnings that are consistent, visible, straightforward to calculate and that will grow over time. The components of our base earnings are well defined. First, long-term contracts from our generation fleet that provide durable and predictable cash flows. Second, our available nuclear generation that is priced at the PTC 4, assuming a 2% inflation adjustment over time. Third, for our nonnuclear fleet, we anchor to minimum expected gross margin and volume grounded in historical experience. And finally, commercial unit margins and volumes that use a 10-year historic and forward weighted average. Taken together, these elements provide a transparent and repeatable foundation that supports visibility today and growth over time. Detailed modeling tools for base earnings can be found starting on Slide 32 in the appendix. Constellation's enhanced earnings capture value generated above our base assumptions that we will constantly deliver but is not always easily modeled as a P times Q. This portion of earnings reflects contributions from a variety of sources, such as revenues from power and capacity above the PTC floor for our nuclear output, higher spark spreads in our base assumptions, commercial margins above the 10-year average and a host of other opportunities that come with the scale and depth of our portfolio and customer-facing business. In 2026, enhanced earnings will represent approximately 40% of total EPS. Over time, we expect enhanced earnings to represent more like 30% to 35% as base EPS grows, and hence, it contributes less on a relative basis. Turning to Slide 22, our base earnings are expected to grow from a range of $6.65 per share in 2026 to a range of at least $11.40 per share to $11.90 per share in 2029, representing at least a 20% compound annual growth rate over the period. As we have discussed in prior guidance updates, our growth will not be linear. Year-to-year results will fluctuate based on the timing of long-term contracts going into effect, the roll-off of Illinois CMCs, inflationary adjustments to the PTC and the impact of our nuclear refueling outages, which vary in number and costs depending on the year. Despite that variability, we have a highly visible path to base EPS growth at a 20% CAGR over the next 3 years and continued growth of at least 10% compounded annually on a rolling 3-year basis. Importantly, this outlook reflects only the long-term agreements for our nuclear and natural gas units that have already been announced, the base assumptions discussed on the prior slide and current market conditions for enhanced earnings. The optionality embedded in our fleet, which represents a meaningful upside opportunity, is not reflected in this guidance. Turning to Slide 23. Let me provide context and add dimension to the optionality that remains in our business beyond our base earnings starting point. Long-term contracts for our nuclear natural gas generation command a market premium from customers seeking reliable megawatt-hours, supported by the depth and strength of our portfolios. To put that into perspective, a deal on each gigawatt of nuclear could increase our base earnings between $0.40 per share and $1 per share at full run rate, translating to a 1% to 3% increase to our growth rate over the period. A reminder that the assumption in base earnings is at the PTC 4, so the sensitivity being reflected here is relative to that price, not to the forward curve. Our natural gas portfolio has significant optionality as well. Contracting an additional gigawatts through long-term agreements could also result in an incremental $0.20 to $0.50 of base earnings per share, adding another 1% to 2% to the growth rate. Additionally, as Joe discussed earlier, in a period of increased load growth, grid needs will be increasingly met through higher utilization across our fleet driven by dispatch economics. A modest 1% to 2% increase in natural gas fleet capacity factors would lift base EPS by $0.10 to $0.20, which is roughly 1% to our growth rate. This higher utilization translates directly into stronger and more durable earnings while also improving overall grid efficiency. As demand continues to grow, we expect more customers to see clean megawatt-hours and reliability solutions, both of which are in high demand, yet of finite availability. The optionality of our fleet, including the ability to combine clean generation with natural gas solutions, is unmatched, and it is a key reason for bringing Calpine onto the Constellation platform. Similarly, expanding the adoption of premium-priced products and cross-selling opportunities across our commercial business can drive higher unit margins that could have a meaningful impact on our 2029 base earnings and growth rates. The nuclear PTC inflation adjustment, a unique protection backstop by the U.S. government and particularly valuable in the current market environment, could provide a meaningful tailwind if inflation remains above 2%. A 100 basis point increase to our 2% inflation assumption would add approximately 100 basis points to EPS CAGR through 2029. Continued investment in compelling growth projects alongside disciplined share repurchases has the potential to drive meaningful value creation in a relatively short period of time. We are actively working to execute across all of these levers to deliver results beyond our current projections. Turning to Slide 24. Constellation's disciplined approach to capital allocation has been a hallmark of our success over the past 4 years. Since our time as a public company, we have consistently demonstrated an ability to create shareholder value while preserving the financial flexibility required to pursue strategic opportunities as they arise. This balanced approach has also allowed us to navigate evolving market conditions, address regulatory requirements and invest in growth at compelling returns. It also strengthens the long-term durability of the business. Going forward, we will continue to apply the same principles that have guided our decisions to date: maintaining balance sheet strength, prioritizing growth at double-digit unlevered returns, and returning capital to our owners through dividends and share repurchases. This continuity reflects both our confidence in the strategy and the results it has delivered. On Slide 25, the portfolio we own and operate today is significantly larger and more diverse than where we started 4 years ago, and we are confident we can deploy growth capital organically and through strategic acquisitions at compelling returns. Our strategic acquisitions of Calpine and the South Texas project have expanded our generation fleet, increased scale and enhanced our ability to serve a broader and more diverse customer base. We are growing organically through the restart of the Crane Clean Energy Center, nuclear uprates and operating license extensions, reinforcing our commitment to delivering clean, reliable and dispatchable power. These investments are particularly important as demand accelerates across a more data-driven and increasingly electrified grid where reliability, carbon-free electricity and long-term price certainty are becoming increasingly valued by customers. Looking ahead, our growth capital plan remains firmly anchored in value creation. We expect to invest approximately $3.9 billion during 2026 and 2027 to add new megawatts and enhance performance and longevity of the existing fleet across all fuel types. In addition to the nuclear investments, we are placing more than 600 megawatts of new natural gas, battery, wind and solar capacity into service in 2026, further diversifying our portfolio and supporting growing customer demand. Collectively, these investments reflect our continued focus on capital efficiency, asset optimization and long-term earnings durability while continuing to strengthen our unique position in the market. Turning to Slide 26. Our strong free cash flow over the next 2 years has some unique characteristics related to the acquisition. Let me take a minute to walk through 2026 and 2027 and then explain how to think about it on a forward basis. When accounting for the expected after-tax proceeds from the sales of the PJM and ERCOT assets, we expect to have $13.6 billion to deploy over the next 2 years. I spoke to the $3.9 billion of identified growth that will be accretive to long-run base EPS CAGR. Additionally, we will continue to grow our dividend at 10% per annum, and we have earmarked $3.4 billion to delever the Calpine debt stack to meet target consolidated credit metrics by the end of 2027. We then have authorization of -- we then have authorization for $5 billion in share repurchases, which, for planning purposes, we assume to happen by the end of 2027. We of course retain flexibility on execution, especially as we continue to prospect for strategic and accretive growth opportunities. On a forward basis, we expect free cash flow before growth to follow the trajectory of our base EPS. After rightsizing the balance sheet by year-end 2027, we expect to have additional leverage capacity supported by increasing cash from operations while maintaining our Baa1 and BBB+ leverage profile. Turning to Slide 27. We have long highlighted our investment-grade balance sheet as a core competitive advantage, one that enables us to capitalize on market opportunities and execute complex transactions. We have seen 2 recent tangible examples of how this strength continues to differentiate Constellation. In January 2026, as part of the $2.75 billion issuance to replace Calpine sub-investment grade debt at the Constellation level, we issued a 40-year tranche with a 5.75% coupon. This is certainly unique in the competitive power sector, demonstrating the strong vote of confidence from fixed income investors in the long-term cash flow generation and risk profile of Constellation. An additional vote of confidence came from the U.S. Department of Energy in its $1 billion loan in support of the historic restart of the Crane Clean Energy Center. The DOE highlighted Constellation's financial strength as a key determining factor in the award and underscores continued federal support for nuclear energy as a critical source of clean and reliable power. Finally, as expected, S&P and Moody's affirmed Constellation's credit ratings, reflecting the combined company's strong cash generation and our clear plans to deleverage by 2027. In addition, Calpine's ratings were upgraded to investment grade following the close of the transaction. The rating agencies emphasize the geographic diversification, irreplaceable asset base and the strength of the combined portfolio, as well as Constellation's track record of disciplined capital deployment and commitment to balance sheet targets. While expected, these favorable assessments position us well to pursue additional strategic opportunities going forward. Thank you all for your time today. 2026 marks the beginning of another new and exciting chapter for Constellation. I think we have a truly unique investment thesis, a highly visible and predictable trajectory for base earnings to grow 20% on a compounded basis through 2029, a coast-to-coast fleet of nuclear, gas-fired and geothermal generation assets ideally positioned to meet growing customer demand, and growing free cash flow that can continue to be deployed to create value for our owners, whether -- or both via accretive growth and by via returned to owners via buybacks and dividends. Put all this together and you can see why we have a truly compelling growth story into the next decade. With that, I will now turn the call back to Joe.

Thanks, Shane. Good job. So folks, we couldn't be more excited about where Constellation is headed. We're built on a foundation of strong growth, unmatched scale, geographic reach and truly irreplaceable assets, all supported by a commercial platform that sets us apart. Our base earnings will grow more than 20% through 2029. And as Shane said, we intend to replicate double-digit growth after that. And we see a number of meaningful opportunities even through 2029 to improve and outperform our trajectory. We'll continue to take a disciplined, practical approach to capital allocation, deploying our substantial free cash flow in ways that create long-term value for you. We'll keep executing with customers across the data economy and beyond, securing durable premium price agreements for our clean reliable megawatts. We'll expand the contributions of our natural gas fleet, meeting customer needs in ways that were not possible before. We will preserve and expand generation supply in the markets we participate. And we will keep working closely with federal, state and local policymakers and market regulators to drive common sense solutions, solutions that will allow America to grow and also reduce the burden on American families. Thanks for your time. We have the whole management team here, and we look forward to your questions.

[Operator Instructions] Our first question is from David Arcaro with Morgan Stanley.

Joe, could you maybe comment on, in maybe a little bit more detail, if you could, just what's the status of discussions you're having with other hyperscalers? You did mention 1 that may be possible opportunity in Maryland here. But just more broadly, if you could touch on what's the status, how close, how advanced how broad across your portfolio that you're in discussions here for in terms of data center contracting?

Well, I want to avoid, David, promising delivery dates here because we all know that there are bumps that, unexpected and otherwise, that occur in these transactions. But I think it's fair to say that there continues to be strong interest in clean and reliable power. But look, the data economy customers are very conscious of either being flexible at peak, using backup generation, some of the AI technologies that move data demand around. And so we're certainly seeing that in our conversations. I think there could be a point in time where the flexibility that data centers have at peak will be substantially greater than what we've seen historically. And then we have ongoing conversations with customers that just want to buy energy and capacity from us. They'll absorb whatever the backstop proposal is. And here's what I would say. I would say that those conversations grew more complicated after the executive order as we found solutions, and delayed some of the transactions. But I see the momentum resuming.

Got it. That's helpful. And a bit of a follow-up on your comments there too. Is flexibility and/or additionality, is that really the path forward here? Curious if -- as we maybe think about the backstop procurement, just how does that interact with the potential to bring new megawatts onto the grid or being flexible?

Yes. I think it is, David. I think there has been, since we announced the strategy, overhang of do we have enough peak capacity in the system. And so that ambiguity is going to be addressed, hopefully, here by FERC in a way that gives our customers clear line of sight that if they're going to rely on the backstop capacity auction, what the cost of that is going to be and what the terms are going to be for them. Other customers are going to look at the ability to either bring batteries, demand response, new gas-fired generation or some of this AI flexibility I just mentioned into play to manage the peaks. But if you manage the peaks, right, what we're really talking about is the capacity slice of what we have to offer. And I see a potential where we're going to do the same thing we've been doing with C&I customers historically. And that is we sell our capacity into the market, and our customers are buying a capacity product from PJM. That could be that backstop capacity, or they could bring their own capacity or flexibility, as I mentioned. But what is uninterrupted is the other 99% of the hours, the energy and the attributes they need to meet their goals for firm and reliable and clean power.

Our next question comes from Steven Fleishman with Wolfe Research.

I'm sure there'll be other questions on that topic, so let me just maybe move to a different one. Capital allocation, so one point of clarity. In the plan to '29 and outlook that you have, what are you assuming or doing with cash in '28 and '29, just in the plan, the growth rates, et cetera? Yes.

Steve, it's Shane. There's nothing planned with regard to accretion relative to that free cash flow. So that's all upside opportunity for how we deploy it. It's essentially earning interest income at the current assumption.

You're just having it sitting cash effectively. So any use of capital better than that is accretive. .

That's right.

Correct.

That's what leads to the $0.50 upside you see on the sensitivity table, is we think there's a meaningful opportunity to find opportunities above that low threshold.

That's helpful. And then maybe related to that then, Joe, over the last 3, 6, 9 months, you've mentioned renewables a couple of times. You did talk again here a little bit about nuclear. Could you just, maybe on those specific topics or others other than new gas, that you could talk to kind of what are you seeing there, what are -- how are you looking at that? Yes.

No, no, I'm sorry, complete your question. I thought you were...

No, no, that's it. I'll leave it there.

Okay. Yes. So look, on new nuclear, we're continuing to look at both large reactors and small modular reactors. I think the last time we talked, I commented that we have to have really clarity on 3 things. One is, what's it going to cost and what the schedule is going to be? Obviously, a number of the new reactor designs, particularly on SMR, still have a bit of work to be done in their design and regulatory approval journey. We've got to get to the other side to make sure that we understand that. We need to understand the operating cost of these machines. And while we continue to chip away at that, I am not yet at a confidence level where I could say to you that we are committed on a path to new nuclear. I think we just -- we need a lot more data before we could get there, and some of that is just going to have to play out over time. In the case of renewables, what I'm really looking for here, Steve, is to have the capability with battery storage and other renewables as well as gas-fired gen, to really facilitate these transactions that are the core of our growth strategy, these deals with hyperscalers and C&I customers. So what we're thinking about there is capability that gives us some peak capability or some incremental new capability. That is a deal sweetener. And that's kind of our focus on renewables, what platforms might we add to the business that give us that incremental capability to do the things our customers want. It is a secondary objective to have another means of deploying some of the vast amounts of free cash flow that Shane alluded to. But I've said this before and I stick with it, the returns on renewables are often underwhelming when we're looking at some of these deals. So in other -- in order for a platform to be something we're going to want, it has to come with it the ability to unlock our essentially contracting of 147 million megawatt-hours of nuclear. And that's where we see some potential value. But I don't yet see a platform that is attractive enough and is going to meet our threshold for 10% unlevered IRRs. We'll continue to search for that opportunity, but we're not there.

I have one last question on the capital allocation and I'll then turn it to others. Just going back to -- so obviously, your free cash 2029, you're just leaving in cash. How about just like balance sheet targets? Because your EBITDA is going up a lot, '28, '29, so just what should we be using? Because there could be just balance sheet cash or leverage capability too that grows. Just any view of kind of leverage targets?

Yes. I mean we'll continue in the long run kind of -- I think it's fair to assume that 2x debt to EBITDA, Steve. So with that rising EBITDA that will -- to follow the base EPS trajectory, if you will, from your modeling, you can assume that if we're levering at 2x EBITDA, we'll have significantly more leverage capacity in '28 and '29 than were reflected in '27.

Our next question comes from Shar Pourezza with Wells Fargo.

It's actually Constantine here for Shar. You noted 9 gigawatts of additionality including the nuclear relicensing. Do you see that as enough offering for hyperscalers looking to contract? And maybe is there a rule forming around matching new and existing capacity 1:1? Or is there a lower mix [ palatable ] similar to the [ Vistra ] deal earlier this year?

Yes. I think on what's going to ultimately come out of the PJM process, I think we're still -- we're going to still await clarity, I think it's more about just managing the peak and whether the customer is willing to take interruptible service or not. As to whether the 10 gigawatts is enough, I think there's going to be instances where we'll partner with another party. We've shown that with [ DR ], for example, where they bring the incremental capacity. And we have another company that's partnering with Constellation. I could see that happening with natural gas development projects or other things, where we'll be more aggressively working with other companies that have acute position in a particular area. And then we're going to fill in our energy and our attributes into that contract. So in answer to your question, I'm not sure that the 10 gigawatts is enough or rightly placed. We may have to supplement that. And I spoke a moment ago in response to Steve's question about continuing to search out platforms, renewable battery storage platforms, that may add some incremental capabilities. So I think it's a hell of a good start, but I don't think it's a finished story.

Excellent. And in regards to the 147 million megawatt-hours that you called out, obviously, a really big number, is there kind of a level of interest that you would highlight in more immediate term versus long term and maybe an order of preference by region, especially, as you mentioned, with the kind of reforms going on at PJM?

I don't think we could get into that level of detail here yet. There's interest in kind of across the board in different places, and it's different types of interests that we get. But we don't yet have, hey, this is the number of megawatts we're going to be able to do at this point in time in a particular geography.

And maybe just quick follow-up on PJM, is there kind of a level of interest in the reserve backstop auction? What's CEG's position kind of going into the potential procurement later part of the year?

Yes. I would simply say I think there is certainly a level of interest in it, but we have to see the details.

Our next question comes from Angie Storozynski with Seaport.

So my first question is about the free cash flow generation. I'm just wondering what kind of assumptions you're making about cash taxes in that $8.4 billion free cash flow assumption for '26 and '27?

We're in the low teens from an overall effective cash tax rate in the front 2 years, Angie.

Okay. I mean that low teens as in like based on net income? So...

Yes. Actually, if you convert -- instead of using your book tax rate, if you use the cash tax rate, it would essentially be at that lower -- in the low teens.

Okay. Because that number looks a little bit low, just as I was looking at your free cash flow generation for Constellation standalone, you were already in around, I think, $3.5 billion range on average per year. So the Calpine accretion with some tax benefit should have been -- should have boosted the free cash flow generation more. I mean so what am I missing? Is it the interest expense? Is it that there are no tax efficiencies related to this transaction?

Yes. I think one, the 3.5% is probably a little bit too high. Two, there's still some ongoing CTAs regarding the integration in the front years that we need to be mindful of. Three, there might be probably higher maintenance CapEx than you may have had in your model. So those are a few of the variables that I think are leading to some of that delta. But it's not off of what we anticipated.

Okay. And then secondly, when I'm looking at Slide 32, the assumptions, the modeling assumptions for '26 and '27, so just wondering how you flow through the sale of PJM assets. It doesn't seem like it's having any benefit on either O&M or other like cost items. Is it just because, again, you're taking an additional time for Calpine's ownership and thus higher cost? Because I would have expected that there is some cost benefit by divesting these assets.

Yes, there's a little bit of a lumpiness year-to-year on O&M for some onetime things. It's dependent upon nuclear fuel outages and things like that. So it's not always easy to look at just a 2-year view and say, "Well, if these are coming out, I wouldn't see this material delta year-over-year." So there's some more intricacies to it that create some lumpiness besides just looking at 2 years and trying to adjust for inflation.

Okay. And then just one big picture question, Joe. I mean we've had a lot of announcements -- semi-announcements about new build in PJM. How do you see those potential capacity additions? I mean as you said, the cost basis is pretty high. And I'm not quite sure if there is offtake agreement behind this potential CapEx on the gas-fired side. But are you concerned that there could be some, I don't know, noncompetitive entrants into the PJM market, which in turn would suppress both energy and capacity prices?

Yes, Angie, I think 2 things have happened in that space. We saw kind of a wave of interest in legislation that would allow the utilities to return to building generation. And I thought that was a risk to the market. I think favorably, we haven't really seen that gain traction anywhere, and people seem to be rejecting that idea. So since the last time we talked, probably improvement in terms of that risk vector. There have been announcements for things that are, at least based on what we understand about the projects, that are going to exist off the grid. And so there doesn't seem to be to us any meaningful impact that those things will have on energy and capacity markets. But we're still looking at that. Frankly, what we have on some of this stuff is just press releases and not much more. So a more fulsome answer would require us to kind of understand what's going on. And I don't know what's real or not real. There's a lot of press release activity going on all over the place about different things that, I think you correctly point out, might add some noncompetitive supply, whether energy and capacity into the market. But who knows how long it's going to take to actually build that stuff or, frankly, whether it's real and it has offtake agreements yet. We're seeing the same thing, but I can't really give you anything meaningful on that because I don't understand the details yet.

Our next question comes from James West with Melius Research.

Joe, thanks for all the great details this morning. One of the things I wanted to ask about that I think gets under-recognized by the market overall is the increased demand on your capacity is leading to much better durability in your earnings. And I wonder if you could comment on that. And one, if you agree with that. But two, if you could comment on how that creates -- is creating durability and how we should think about that durability.

Yes. I mean -- so I think about it in a few ways. On the nuclear side, you all understand what we're doing. We're taking the production tax credit and we're modeling that as the base earnings. So there's obviously -- what we're seeing is power prices in certain regions exceeding that, and so giving us some additional opportunity above the production tax credit floor price. So we're seeing a bit of that. We're also seeing it in terms of the gas-fired generation being dispatched more often. So that would translate into what I would think of as a tailwind for enhanced earnings more than for base earnings. Where it kind of converges though is that in long-term contracting, in the mind of the customer, ultimately, it's about doing better than they're going to do over the long term with the variability in the market. So I think that -- I think the fundamentals that you're talking about are actually driving people to want to secure long-term contracts at prices that we would then put into base earnings and making the base earnings more durable in that sense. But I really think the way we've explained it here is probably the best way. And that's to give you this baseline that we think of as durable and then quantify for you some additional opportunities on top of that. And in terms of the way I kind of simply think about the stock and the value we're trying to deliver to owners is we're taking a look at the S&P, and we're saying, what's the average multiple in that S&P? And then underneath that, what are the growth rates for different companies? What are their cash flow capabilities? What's their long-term durability to have assets that are going to be around for decades? And that's where we're trying to distinguish ourselves, as always being better than that average. That's the philosophy of the company. So that when we show up and we present to you, look, in a very conservative way, we see a 20% CAGR. What we're saying is go look for other opportunities in the S&P, and we bet that our opportunity is going to be better than other things that you could find. And then you layer on top of that kind of catalysts for even better performance, some of which would land in base earnings, like PTC increases as a result of inflation, some of it would land in enhanced earnings. But to give you a page here, and Page 23 does this, to say, look, here are the opportunities we're going after. And if we realize those opportunities, here's what it's going to mean on top of what we just talked about.

Okay. Makes sense. And then maybe just a quick, Joe, a quick follow-up for me. You've mentioned the PJM clarity. When do you expect to have clarity in that market? I mean I know you're very close and you're working with the federal government and all state regulators and everybody is trying to come to that moment. When do you expect to see that happen?

Look, I expect to see that this year. I mean that -- again, these things are out of Constellation's control. But what I'm seeing is a FERC that's highly motivated to get this done and administration that believes that leading in the data economy and this important part of innovation is essential to America going forward. So they want to have this clarity. And then obviously, have other market participants like us, the utilities, everybody's pushing for some clarity here so we know the rules of the road going forward. And so look, I'm hoping all of that pressure drives us to a place where we get that clarity from FERC this year and it clears up questions in the minds of customers and others.

Our last question comes from Julien Dumoulin-Smith with Jefferies.

A couple of things real quickly. First, some of the nuances here. I think it says that '27 assumes average shares outstanding are held flat. Are you guys assuming this $5 billion buyback is executed in the core EPS? I just want to clarify that real quickly. And then separately, I think Steve got at this a little bit, but how do you think about capital allocation and further buybacks as maybe a policy for beyond the '27 period, like '28, '29? Is there a ratio? Is there a payout? Is there something that -- to give people a heuristics on that front? And then I got a quick follow-up.

Julien, it's Shane. So let me take the first part. I mean we did not reflect an assumption on how many shares we would repurchase, in part to not overly signal to the market what our strategy is here. We want to preserve flexibility there. So I trust you all can make some assumptions on how we would probably allocate that over the next 21 months or so. But our '27 share count is not reflected on an assumption of what we take out before year-end '26. Secondly, let me make sure I hit your question there. But I think it's consistent with what we've done to date. I mean we're -- as Joe hit on, we think we have a number of opportunities to bring new megawatts to the grid in a variety of different areas. We obviously are looking for some policy clarity here as well as customers that want the long-term contracts. And so our priority is on identifying growth at double-digit unlevered returns. To the extent that doesn't present itself as an opportunity, we're very comfortable acquiring our shares at this price. And we think we have a lot of cash flow ultimately to end up doing both. But we won't make an ill-informed investment decision because we feel the money has got to go somewhere. We're very confident in reacquiring our shares.

Awesome. So the EPS guidance per se doesn't include the buyback, but the 20% EPS CAGR in the more -- in the broader sense does. And then if I can, just to follow up on this, you have this 10% rolling CAGR. Can you describe a little bit about how to think about that? And obviously, you talked about a base EPS number there too. Is this 10% rolling supposed to be like off of that '29 that we should be thinking about, implicitly growing 10% from '29 onwards? Or is this more, hey, next year, when you roll the plan from '27 to 2030, you should be kind of thinking about it being more in the 10%

Sure. So let me clarify on your first point, there is no benefit in the 20% base EPS CAGR from capital allocation for the share repurchase. So that is all upside. That's all reflected in the $0.50 upside on Slide 23. Secondly, when we recalibrated the base EPS CAGR of 20% on a 3-year view, we are projecting to roll that forward and a commitment to essentially grow base EPS CAGR at 10% each rolling 3-year cycle. And that's kind of our minimum target, Julien. What I'd say is, again, that Slide 23 that shows the optionality, we're assuming that we're going to execute on some of those levers and ideally have a higher growth rate than the 10%. But we're saying we have great line of sight that if you start next year, looking at following 3 years and so forth, that we have good line of sight into a rolling 3-year view of a 10% base EPS CAGR.

All right. Perfect. So again, stress, no buyback reflected in any of this '26 onwards. More to the point, the rolling piece is truly genuinely a rolling 3-year average, and that's the minimum here. But if you thought about '27 to 2030 here, again, obviously, you've got a plus at the end of that 10%. Don't necessarily take it too literally.

I think you've got it.

Awesome. All right. Excellent, guys. I really appreciate it.

This concludes the Q&A session, and I will turn it back to Joe Dominguez for closing comments.

Great. Well, thank you, again, all of you for joining us. We've got a lot of work still in front of us to integrate Calpine. The future is very bright. Hopefully, we've given you something here this morning that allows you to understand what the baseline strategy is for the company and what we intend to return to our owners in terms of value and the many upside opportunities. Thanks again for participating, and have a great day.