Constellation Energy 10-K 2021-12-31
Filed 2022-02-25. 23 sections, 910K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2021
or
| ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Commission File Number | Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number | IRS Employer Identification Number | ||||||||||||
| 001-41137 | CONSTELLATION ENERGY CORPORATION | 87-1210716 | ||||||||||||
| (a Pennsylvania corporation) 1310 Point Street Baltimore, Maryland 21231-3380 (610) 765-5959 | ||||||||||||||
| 333-85496 | CONSTELLATION ENERGY GENERATION, LLC | 23-3064219 | ||||||||||||
| (a Pennsylvania limited liability company) 200 Exelon Way Kennett Square, Pennsylvania 19348-2473 (610) 765-5959 |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| CONSTELLATION ENERGY CORPORATION: | ||||||||||||||
| Common Stock, without par value | CEG | The Nasdaq Stock Market LLC |
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.
| Constellation Energy Corporation | Yes | ☐ | No | x | |||||||||||||
| Constellation Energy Generation, LLC | Yes | ☐ | No | x |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
| Constellation Energy Corporation | Yes | ☐ | No | x | |||||||||||||
| Constellation Energy Generation, LLC | 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.
| Constellation Energy Corporation | Yes | ☐ | No | x | |||||||||||||
| Constellation Energy Generation, LLC | Yes | x | No | ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Constellation Energy Corporation | Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | Non-accelerated Filer | x | Smaller Reporting Company | ☐ | Emerging Growth Company | ☐ | ||||||||||||||||||||||
| Constellation Energy Generation, LLC | Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | Non-accelerated Filer | x | Smaller Reporting Company | ☐ | Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
Prior to the separation of registrants from Exelon Corporation on February 1, 2022, the registrants were wholly owned subsidiaries of Exelon Corporation. Consequently, there was no aggregate market value of common stock held by non-affiliates of the registrants as of June 30, 2021, the last business day of the registrants’ most recently completed second fiscal quarter.
The number of shares outstanding of each registrant’s common stock as of February 1, 2022 was as follows:
| Constellation Energy Corporation Common Stock, without par value | 326,663,937 | ||||
| Constellation Energy Generation, LLC | Not applicable |
TABLE OF CONTENTS
| GLOSSARY OF TERMS AND ABBREVIATIONS | ||||||||
| Constellation Energy Corporation and Related Entities | ||||||||
| CEG Parent | Constellation Energy Corporation | |||||||
| Constellation | Constellation Energy Generation, LLC (formerly Exelon Generation Company, LLC) | |||||||
| Registrants | CEG Parent and Constellation, collectively | |||||||
| Exelon | Exelon Corporation | |||||||
| ComEd | Commonwealth Edison Company | |||||||
| PECO | PECO Energy Company | |||||||
| BGE | Baltimore Gas and Electric Company | |||||||
| Pepco Holdings or PHI | Pepco Holdings LLC (formerly Pepco Holdings, Inc.) | |||||||
| Pepco | Potomac Electric Power Company | |||||||
| DPL | Delmarva Power & Light Company | |||||||
| ACE | Atlantic City Electric Company | |||||||
| Antelope Valley | Antelope Valley Solar Ranch One | |||||||
| BSC | Exelon Business Services Company, LLC | |||||||
| CENG | Constellation Energy Nuclear Group, LLC | |||||||
| CR | Constellation Renewables, LLC (formerly ExGen Renewables IV, LLC) | |||||||
| CRP | Constellation Renewables Partners, LLC (formerly ExGen Renewables Partners, LLC) | |||||||
| FitzPatrick | James A. FitzPatrick nuclear generating station | |||||||
| Ginna | R. E. Ginna nuclear generating station | |||||||
| NER | NewEnergy Receivables LLC | |||||||
| NMP | Nine Mile Point nuclear generating station | |||||||
| Pepco Energy Services or PES | Pepco Energy Services, Inc. and its subsidiaries | |||||||
| RPG | Renewable Power Generation, LLC | |||||||
| SolGen | SolGen, LLC | |||||||
| TMI | Three Mile Island nuclear facility |
| GLOSSARY OF TERMS AND ABBREVIATIONS | ||||||||
| Other Terms and Abbreviations | ||||||||
| AEC | Alternative Energy Credit that is issued for each megawatt hour of generation from a qualified alternative energy source | |||||||
| AESO | Alberta Electric Systems Operator | |||||||
| ARC | Asset Retirement Cost | |||||||
| ARO | Asset Retirement Obligation | |||||||
| ASA | Asset Sale Agreement | |||||||
| Bcf | Billion cubic feet | |||||||
| Brookfield Renewable | Brookfield Renewable Partners, L.P. | |||||||
| CAIDI | Customer Average Interruption Duration Index | |||||||
| CAISO | California ISO | |||||||
| CERCLA | Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended | |||||||
| C&I | Commercial and Industrial | |||||||
| Clean Air Act | Clean Air Act of 1963, as amended | |||||||
| Clean Energy Law | Illinois Public Act 102-0062 signed into law on September 15, 2021 | |||||||
| Clean Water Act | Federal Water Pollution Control Amendments of 1972, as amended | |||||||
| CMC | Carbon Mitigation Credit | |||||||
| CODM | Chief Operating Decision Maker | |||||||
| CORe | Constellation Offsite Renewables | |||||||
| DCPSC | District of Columbia Public Service Commission | |||||||
| DEPSC | Delaware Public Service Commission | |||||||
| DOE | United States Department of Energy | |||||||
| DOEE | Department of Energy & Environment | |||||||
| DOJ | United States Department of Justice | |||||||
| DPP | Deferred Purchase Price | |||||||
| EDF | Electricite de France SA and its subsidiaries | |||||||
| EFEC | Emissions-Free Energy Certificate | |||||||
| EIMA | Energy Infrastructure Modernization Act (Illinois Senate Bill 1652 and Illinois House Bill 3036) | |||||||
| EPA | United States Environmental Protection Agency | |||||||
| ERCOT | Electric Reliability Council of Texas | |||||||
| ERISA | Employee Retirement Income Security Act of 1974, as amended | |||||||
| ESG | Environmental, Social, and Governance | |||||||
| EV | Electric Vehicle | |||||||
| FERC | Federal Energy Regulatory Commission | |||||||
| Form 10 | Amendment Number 2 to our General Form for Registration of Securities on Form 10, filed with the SEC on December 20, 2021 and declared effective by the SEC on December 29, 2021, as supplemented by Exhibit 99.1 to our Current Report on Form 8-K, filed with the SEC on January 28, 2022. | |||||||
| Former PECO Units | Limerick, Peach Bottom, and Salem nuclear generating units | |||||||
| Former ComEd Units | Braidwood, Byron, Dresden, LaSalle and Quad Cities nuclear generating units | |||||||
| FRCC | Florida Reliability Coordinating Council | |||||||
| FRR | Fixed Resource Requirement | |||||||
| GAAP | Generally Accepted Accounting Principles in the United States | |||||||
| GHG | Greenhouse Gas | |||||||
| GWh | Gigawatt hour | |||||||
| ICC | Illinois Commerce Commission | |||||||
| ICE | Intercontinental Exchange | |||||||
| IPA | Illinois Power Agency | |||||||
| IRC | Internal Revenue Code | |||||||
| IRS | Internal Revenue Service | |||||||
| ISO | Independent System Operator | |||||||
| ISO-NE | ISO New England Inc. | |||||||
| kWh | Kilowatt-hour | |||||||
| LIBOR | London Interbank Offered Rate | |||||||
| LIPA | Long Island Power Authority | |||||||
| LLRW | Low-Level Radioactive Waste | |||||||
| LTIP | Long-Term Incentive Plan | |||||||
| MATS | U.S. EPA Mercury and Air Toxics Standards | |||||||
| MDE | Maryland Department of the Environment | |||||||
| MDPSC | Maryland Public Service Commission | |||||||
| MISO | Midcontinent Independent System Operator, Inc. | |||||||
| MOPR | Minimum Offer Price Rule | |||||||
| MPSC | Missouri Public Service Commission | |||||||
| MW | Megawatt | |||||||
| MWh | Megawatt hour | |||||||
| NAV | Net Asset Value | |||||||
| NDT | Nuclear Decommissioning Trust | |||||||
| NEIL | Nuclear Electric Insurance Limited | |||||||
| NERC | North American Electric Reliability Corporation | |||||||
| NGX | Natural Gas Exchange, Inc. | |||||||
| NJDEP | New Jersey Department of Environmental Protection | |||||||
| Non-Regulatory Agreement Units | Nuclear generating units or portions thereof whose decommissioning-related activities are not subject to contractual elimination under regulatory accounting | |||||||
| NOSA | Nuclear Operating Services Agreement | |||||||
| NPDES | National Pollutant Discharge Elimination System | |||||||
| NPNS | Normal Purchase Normal Sale scope exception | |||||||
| NRC | Nuclear Regulatory Commission | |||||||
| NWPA | Nuclear Waste Policy Act of 1982 | |||||||
| NYISO | New York ISO | |||||||
| NYMEX | New York Mercantile Exchange | |||||||
| NYPSC | New York Public Service Commission | |||||||
| OPEB | Other Postretirement Employee Benefits | |||||||
| PA DEP | Pennsylvania Department of Environmental Protection | |||||||
| PAPUC | Pennsylvania Public Utility Commission | |||||||
| PCAOB | Public Company Accounting Oversight Board | |||||||
| PG&E | Pacific Gas and Electric Company | |||||||
| PJM | PJM Interconnection, LLC | |||||||
| PPA | Power Purchase Agreement | |||||||
| PP&E | Property, Plant, and Equipment | |||||||
| Price-Anderson Act | Price-Anderson Nuclear Industries Indemnity Act of 1957 | |||||||
| PRP | Potentially Responsible Parties | |||||||
| PSDAR | Post-shutdown Decommissioning Activities Report |
| PSEG | Public Service Enterprise Group Incorporated | |||||||
| PUCT | Public Utility Commission of Texas | |||||||
| PV | Photovoltaic | |||||||
| RCRA | Resource Conservation and Recovery Act of 1976, as amended | |||||||
| REC | Renewable Energy Credit which is issued for each megawatt hour of generation from a qualified renewable energy source | |||||||
| Regulatory Agreement Units | Nuclear generating units or portions thereof whose decommissioning-related activities are subject to contractual elimination under regulatory accounting | |||||||
| RFP | Request for Proposal | |||||||
| RGGI | Regional Greenhouse Gas Initiative | |||||||
| RIN | Renewable Identification Number | |||||||
| RMC | Risk Management Committee | |||||||
| RNF | Revenue Net of Purchased Power and Fuel Expense | |||||||
| ROE | Return on equity | |||||||
| ROU | Right-of-use | |||||||
| RPS | Renewable Energy Portfolio Standards | |||||||
| RTO | Regional Transmission Organization | |||||||
| S&P | Standard & Poor’s Ratings Services | |||||||
| SAIFI | System Average Interruption Frequency Index | |||||||
| SEC | United States Securities and Exchange Commission | |||||||
| SERC | SERC Reliability Corporation (formerly Southeast Electric Reliability Council) | |||||||
| SNF | Spent Nuclear Fuel | |||||||
| SOFR | Secured Overnight Financing Rate | |||||||
| SOS | Standard Offer Service | |||||||
| SPP | Southwest Power Pool | |||||||
| STEM | Science, Technology, Engineering, and Mathematics | |||||||
| TWh | Terawatt-hour | |||||||
| U.S. Court of Appeals for the D.C. Circuit | United States Court of Appeals for the District of Columbia Circuit | |||||||
| VIE | Variable Interest Entity | |||||||
| WECC | Western Electric Coordinating Council | |||||||
| ZEC | Zero Emission Credit | |||||||
| ZES | Zero Emission Standard |
FILING FORMAT
This combined Annual Report on Form 10-K is being filed separately by Constellation Energy Corporation and Constellation Energy Generation, LLC, (Registrants). Information contained herein relating to any individual Registrant is filed by the Registrant on its own behalf.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic and financial performance, are intended to identify such forward-looking statements.
The factors that could cause actual results to differ materially from the forward-looking statements made by us include those factors discussed herein, including those factors discussed in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and Contingencies, and (d) other factors discussed in filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Report. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Report.
WHERE TO FIND MORE INFORMATION
The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information that we file electronically with the SEC. These documents are also available to the public from commercial document retrieval services and our website at www.ConstellationEnergy.com. Information contained on our website shall not be deemed incorporated into, or to be a part of, this Report.
PART I
Item 1. General
General
On February 21, 2021, the board of directors of Exelon Corporation (“Exelon”) authorized management to pursue a plan to separate its competitive generation and customer-facing energy businesses, conducted through Constellation Energy Generation, LLC (“Constellation”, formerly Exelon Generation Company, LLC) and its subsidiaries, into an independent, publicly traded company. Constellation Energy Corporation (“CEG Parent” or the “Company”), a Pennsylvania corporation and a direct, wholly owned subsidiary of Exelon, was newly formed for the purpose of separation and had not engaged in any activities except in preparation for the distribution. On February 1, 2022, Exelon completed the separation by distributing all the outstanding shares of the Company’s common stock, on a pro rata basis to the holders of Exelon’s common stock, with the Company holding all the interests in Constellation previously held by Exelon. As of 2002, Constellation has been an individual registrant since the registration of their public debt securities under the Securities Act. As an individual registrant, Constellation has historically filed consolidated financial statements to reflect their financial position and operating results as a stand-alone, wholly owned subsidiary of Exelon. The consolidated financial information presented in this Annual Report on Form 10-K for 2021 represents twelve months of information for Constellation.
References in this report to "we," "our," "us" and "the Company" are to Constellation and/or its subsidiaries, as apparent in the context. See Glossary for defined terms.
Our Business
We are America’s leading clean energy company, based on the production of carbon-free electricity. We are the largest supplier of clean energy and sustainable solutions to homes, businesses, governments, community aggregations and a range of wholesale customers (such as municipalities, cooperatives, and other strategics) across the continental U.S., backed by approximately 32,400 megawatts of generating capacity consisting of nuclear, wind, solar, natural gas and hydroelectric assets. We produced nearly 10% of the nation's carbon-free energy (based on generation output of electricity) based on published reports on energy delivery by the U.S. Energy Information Administration, making us an important partner to businesses and state and local governments that are setting ambitious carbon-reduction goals and seeking long-term solutions to the climate crisis. We operate in 48 states, Canada and now employ approximately 12,700 people after separation.
We are differentiated by owning the cleanest generation fleet in the country. We are committed to a clean energy future, and we believe our generation fleet is essential to helping meet clean energy targets, at both the state and national level. We are uniquely positioned through the pairing of our clean energy fleet with our customer-facing business. Our customer-facing business is one of the nation's largest competitive energy suppliers, offering innovative options along the sustainability continuum to meet customer clean energy and climate goals.
Our Operations
We operate the largest carbon-free generation fleet in the nation and are one of the largest competitive electric generation companies in the country, as measured by owned and contracted MW. Collectively, the combined fleet is nearly 90% carbon-free (based on generation output of electricity) and is the fourth largest generation portfolio in the U.S. in terms of total generation with meaningful geographic diversity.
At December 31, 2021, our generating resources consisted of the following:
| Type of Capacity | MW | ||||
| Owned generation assets(a) | |||||
| Nuclear | 20,899 | ||||
| Natural gas and oil | 8,819 | ||||
| Renewable(b) | 2,682 | ||||
| Owned generation assets | 32,400 | ||||
| Contracted generation(c) | 4,102 | ||||
| Total generating resources | 36,502 |
(a)Net generation capacity is stated at proportionate ownership share. See ITEM 2. PROPERTIES for additional information.
(b)Includes wind, hydroelectric, and solar generating assets.
(c)Electric supply procured under unit-specific agreements.
The following map illustrates the locations of our generation facilities as of December 31, 2021:
The Company's Generation Fleet Map**(a)**

Owned Assets**(b)**
Nuclear
Wind
Gas/Other
Solar
Hydro
Other Renewables
(a)Note: One symbol is included per location. Some locations may have multiple generating units. Locations in tight geographic proximity may appear as one symbol. Units that are not currently operational are not captured.
(b)Does not reflect Grand Prairie Generating Station (Gas/other), located in Alberta, Canada.
We have five reportable segments, as described in the table below, representing the different geographical areas in which our owned generating resources are located, and our customer-facing activities are conducted.
| Segment | Net Generation Capacity (MW)****(a) | % of Net Generation Capacity | Geographical Area | |||||||||||||||||
| Mid-Atlantic | 10,508 | 32 | % | Eastern half of PJM, which includes New Jersey, Maryland, Virginia, West Virginia, Delaware, the District of Columbia, and parts of Pennsylvania and North Carolina | ||||||||||||||||
| Midwest | 11,898 | 37 | % | Western half of PJM and the United States footprint of MISO, excluding MISO’s Southern Region | ||||||||||||||||
| New York | 3,093 | 10 | % | NYISO | ||||||||||||||||
| ERCOT | 3,610 | 11 | % | Electric Reliability Council of Texas | ||||||||||||||||
| Other Power Regions | 3,291 | 10 | % | New England, South, West, and Canada | ||||||||||||||||
| Total | 32,400 | 100 | % |
(a)Net generation capacity is stated at proportionate ownership share as of December 31, 2021. See ITEM 2. PROPERTIES for additional information.
The following table shows sources of electric supply in GWh for 2021 and 2020:
| Source of Electric Supply | |||||||||||
| 2021 | 2020 | ||||||||||
| Nuclear(a) | 174,987 | 175,085 | |||||||||
| Purchases — non-trading portfolio | 67,605 | 79,972 | |||||||||
| Natural gas and oil | 19,960 | 19,501 | |||||||||
| Renewable(b) | 6,577 | 7,052 | |||||||||
| Total Supply | 269,129 | 281,610 |
(a)Includes the proportionate share of output where we have an undivided ownership interest
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Item 1A. RISK FACTORS
We operate in a complex market and regulatory environment that involves significant risks, many of which are beyond our direct control. Such risks, which could negatively affect our consolidated financial statements, fall primarily under the categories below:
Risks related to market and financial factors primarily include:
-
the price of fuels, in particular the price of natural gas, which affects power prices,
-
the generation resources in the markets in which we operate,
-
our ability to operate our generating assets, our ability to access capital markets, and the impacts on our results of operations due to the global outbreak (pandemic) of the 2019 novel coronavirus (COVID-19),
-
the impacts of on-going competition, and
-
emerging technologies and business models, including those related to climate change mitigation and transition to a low carbon economy.
Risks related to legislative, regulatory, and legal factors primarily include changes to, and compliance with, the laws and regulations that govern:
-
the design of power markets,
-
the renewal of permits and operating licenses,
-
environmental and climate policy, including ZEC and CMC programs, and
-
tax policy.
Risks related to operational factors primarily include:
-
changes in the global climate could produce extreme weather events, which could put our facilities at risk, and such changes could also affect the levels and patterns of demand for energy and related services,
-
the safe, secure and effective operation of our nuclear facilities and the ability to effectively manage the associated decommissioning obligations,
-
the ability of energy transmission and distribution companies to maintain the reliability, resiliency and safety of their energy delivery systems, which could affect our ability to deliver energy to our customers and affect our operating costs, and
-
physical and cyber security risks for us as an owner-operator of generation facilities and as a participant in commodities trading.
Risks related to our separation from Exelon primarily include:
-
challenges to achieving the benefits of separation, including limited business diversification, loss of economies of scale in sourcing goods and services, and the need to replicate certain services provided by Exelon (such as treasury, finance, human resources, investor relations, legal, information technology, security, and supply), which will require additional resources and expense,
-
performance by Exelon and us under the transaction agreements, including indemnification responsibilities tied to the allocation of businesses and liabilities, and
-
limitations on future capital-raising or strategic transactions during the two-year period following the distribution arising from the need to protect the tax-free treatment of the distribution.
Risks related to our common stock primarily include:
-
following the separation, a trading market for our common stock will have only been initiated recently and our stock price may fluctuate significantly and
-
certain anti-takeover provisions in our charter and bylaws that could have the effect of delaying or discouraging an acquisition of our company or a change in our management.
Risks Related to Market and Financial Factors
We are exposed to price volatility associated with both the wholesale and retail power markets and the procurement of nuclear and fossil fuels.
We are exposed to commodity price risk for natural gas and the unhedged portion of our electricity generation supply portfolio. Our earnings and cash flows are therefore exposed to variability of spot and forward market prices in the markets in which we operate.
Price of Fuels. The spot market price of electricity for each hour is generally determined by the marginal cost of supplying the next unit of electricity to the market during that hour. Thus, the market price of power is affected by the market price of the marginal fuel used to generate the electricity unit.
Cost of Fuel. We depend on nuclear fuel and fossil fuels to operate most of our generating facilities. The supply markets for nuclear fuel, natural gas and oil are subject to price fluctuations, availability restrictions, counterparty default, and geopolitical risk including the current Russia Ukraine conflict and United States sanctions against Russia.
Demand and Supply. The market price for electricity is also affected by changes in the demand for electricity and the available supply of electricity. Unfavorable economic conditions, milder than normal weather, and the growth of energy efficiency and demand response programs can depress demand. In addition, in some markets, the supply of electricity can exceed demand during some hours of the day, resulting in loss of revenue for base-load generating plants such as our nuclear plants. Conversely, new demand sources such as electrification of transportation could increase demand and change demand patterns.
Retail Competition. Our retail operations compete for customers in a competitive environment, which affects the margins we can earn and the volumes we are able to serve. In periods of sustained low natural gas and power prices and low market volatility, retail competitors can aggressively pursue market share because the barriers to entry can be low and wholesale generators (including us) use their retail operations to hedge generation output.
The impact of sustained low market prices or depressed demand and over-supply could be emphasized given our concentration of base-load electric generating capacity within primarily two geographic market regions, namely the Midwest and the Mid-Atlantic. These impacts could adversely affect our ability to reduce debt and provide attractive shareholder returns. In addition, such conditions may no longer support the continued operation of certain generating facilities, which could adversely affect our financial statements primarily through accelerated depreciation and amortization expenses and one-time charges. See Note 7 — Early Plant Retirements of the Notes to Consolidated Financial Statements for additional information.
Market Designs. The wholesale markets vary from region to region with distinct rules, practices and procedures. Changes in these market rules, problems with rule implementation, or failure of any of these markets could adversely affect our business. In addition, a significant decrease in market participation could affect market liquidity and have a detrimental effect on market stability.
We are potentially affected by emerging technologies that could over time affect or transform the energy industry.
Advancements in power generation technology, including commercial and residential solar generation installations and commercial micro turbine installations, are improving the cost-effectiveness of customer self-supply of electricity. Improvements in energy storage technology, including batteries and fuel cells, could also better position customers to meet their around-the-clock electricity requirements. Improvements in energy efficiency of lighting, appliances, equipment and building materials will also affect energy consumption by customers. Changes in power generation, storage, and use technologies could have significant effects on customer behaviors and their energy consumption.
These developments could affect the price of energy, levels of customer-owned generation, customer expectations and current business models and make portions of our generation facilities uneconomic prior to the end of their useful lives. These technologies could also result in further declines in commodity prices or demand for delivered energy. Each of these factors could affect our consolidated financial statements through, among other things, reduced operating revenues, increased operating and maintenance expenses, increased capital expenditures, and potential asset impairment charges or accelerated depr
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Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 2. PROPERTIES
The following table presents our interests in net electric generating capacity by station at December 31, 2021:
| Station**(a)** | Location | No. of Units | Percent Owned**(b)** | Primary Fuel Type | Primary Dispatch Type**(c)** | Net Generation Capacity (MW)****(d) | |||||||||||||||||||||||||||||||||||
| Midwest | |||||||||||||||||||||||||||||||||||||||||
| Braidwood | Braidwood, IL | 2 | Uranium | Base-load | 2,386 | ||||||||||||||||||||||||||||||||||||
| Byron | Byron, IL | 2 | Uranium | Base-load | 2,347 | (e) | |||||||||||||||||||||||||||||||||||
| LaSalle | Seneca, IL | 2 | Uranium | Base-load | 2,320 | ||||||||||||||||||||||||||||||||||||
| Dresden | Morris, IL | 2 | Uranium | Base-load | 1,845 | (e) | |||||||||||||||||||||||||||||||||||
| Quad Cities | Cordova, IL | 2 | 75 | Uranium | Base-load | 1,403 | (f) | ||||||||||||||||||||||||||||||||||
| Clinton | Clinton, IL | 1 | Uranium | Base-load | 1,080 | ||||||||||||||||||||||||||||||||||||
| Michigan Wind 2 | Sanilac Co., MI | 50 | 51 | (g) | Wind | Intermittent | 46 | (f) | |||||||||||||||||||||||||||||||||
| Beebe | Gratiot Co., MI | 34 | 51 | (g) | Wind | Intermittent | 42 | (f) | |||||||||||||||||||||||||||||||||
| Michigan Wind 1 | Huron Co., MI | 46 | 51 | (g) | Wind | Intermittent | 35 | (f) | |||||||||||||||||||||||||||||||||
| Harvest 2 | Huron Co., MI | 33 | 51 | (g) | Wind | Intermittent | 30 | (f) |
| Station**(a)** | Location | No. of Units | Percent Owned**(b)** | Primary Fuel Type | Primary Dispatch Type**(c)** | Net Generation Capacity (MW)****(d) | |||||||||||||||||||||||||||||||||||
| Harvest | Huron Co., MI | 32 | 51 | (g) | Wind | Intermittent | 27 | (f) | |||||||||||||||||||||||||||||||||
| Beebe 1B | Gratiot Co., MI | 21 | 51 | (g) | Wind | Intermittent | 26 | (f) | |||||||||||||||||||||||||||||||||
| Blue Breezes | Faribault Co., MN | 2 | Wind | Intermittent | 3 | ||||||||||||||||||||||||||||||||||||
| CP Windfarm | Faribault Co., MN | 2 | 51 | (g) | Wind | Intermittent | 2 | (f) | |||||||||||||||||||||||||||||||||
| Southeast Chicago | Chicago, IL | 8 | Gas | Peaking | 296 | (h) | |||||||||||||||||||||||||||||||||||
| Clinton Battery Storage | Blanchester, OH | 1 | Energy Storage | Peaking | 10 | ||||||||||||||||||||||||||||||||||||
| Total Midwest | 11,898 | ||||||||||||||||||||||||||||||||||||||||
| Mid-Atlantic | |||||||||||||||||||||||||||||||||||||||||
| Limerick | Sanatoga, PA | 2 | Uranium | Base-load | 2,317 | ||||||||||||||||||||||||||||||||||||
| Calvert Cliffs | Lusby, MD | 2 | Uranium | Base-load | 1,789 | ||||||||||||||||||||||||||||||||||||
| Peach Bottom | Delta, PA | 2 | 50 | Uranium | Base-load | 1,324 | (f) | ||||||||||||||||||||||||||||||||||
| Salem | Lower Alloways Creek Township, NJ | 2 | 42.59 | Uranium | Base-load | 995 | (f) | ||||||||||||||||||||||||||||||||||
| Conowingo | Darlington, MD | 11 | Hydroelectric | Base-load | 572 | ||||||||||||||||||||||||||||||||||||
| Criterion | Oakland, MD | 28 | 51 | (g) | Wind | Intermittent | 36 | (f) | |||||||||||||||||||||||||||||||||
| Fair Wind | Garrett County, MD | 12 | Wind | Intermittent | 30 | ||||||||||||||||||||||||||||||||||||
| Fourmile Ridge | Garrett County, MD | 16 | 51 | (g) | Wind | Intermittent | 20 | (f) | |||||||||||||||||||||||||||||||||
| Solar Horizons | Emmitsburg, MD | 1 | 51 | (g) | Solar | Intermittent | 16 | (f) | |||||||||||||||||||||||||||||||||
| Solar New Jersey 3 | Middle Township, NJ | 4 | 51 | (g) | Solar | Intermittent | 2 | (f) | |||||||||||||||||||||||||||||||||
| Muddy Run | Drumore, PA | 8 | Hydroelectric | Intermediate | 1,070 | ||||||||||||||||||||||||||||||||||||
| Eddystone 3, 4 | Eddystone, PA | 2 | Oil/Gas | Peaking | 760 | ||||||||||||||||||||||||||||||||||||
| Perryman | Aberdeen, MD | 5 | Oil/Gas | Peaking | 404 | ||||||||||||||||||||||||||||||||||||
| Croydon | West Bristol, PA | 8 | Oil | Peaking | 391 | ||||||||||||||||||||||||||||||||||||
| Handsome Lake | Kennerdell, PA | 5 | Gas | Peaking | 268 | ||||||||||||||||||||||||||||||||||||
| Richmond | Philadelphia, PA | 2 | Oil | Peaking | 98 | ||||||||||||||||||||||||||||||||||||
| Philadelphia Road | Baltimore, MD | 4 | Oil | Peaking | 61 | ||||||||||||||||||||||||||||||||||||
| Eddystone | Eddystone, PA | 4 | Oil | Peaking | 60 | ||||||||||||||||||||||||||||||||||||
| Delaware | Philadelphia, PA | 4 | Oil | Peaking | 56 | ||||||||||||||||||||||||||||||||||||
| Southwark | Philadelphia, PA | 4 | Oil | Peaking | 52 | ||||||||||||||||||||||||||||||||||||
| Falls | Morrisville, PA | 3 | Oil | Peaking | 51 | ||||||||||||||||||||||||||||||||||||
| Moser | Lower Pottsgrove Twp., PA | 3 | Oil | Peaking | 51 | ||||||||||||||||||||||||||||||||||||
| Chester | Chester, PA | 3 | Oil | Peaking | 39 | ||||||||||||||||||||||||||||||||||||
| Schuylkill | Philadelphia, PA | 2 | Oil | Peaking | 30 | ||||||||||||||||||||||||||||||||||||
| Salem | Lower Alloways Creek Township, NJ | 1 | 42.59 | Oil | Peaking | 16 | (f) | ||||||||||||||||||||||||||||||||||
| Total Mid-Atlantic | 10,508 | ||||||||||||||||||||||||||||||||||||||||
| ERCOT | |||||||||||||||||||||||||||||||||||||||||
| Whitetail | Webb County, TX | 57 | 51 | (g) | Wind | Intermittent | 47 | (f) |
| Station**(a)** | Location | No. of Units | Percent Owned**(b)** | Primary Fuel Type | Primary Dispatch Type**(c)** | Net Generation Capacity (MW)****(d) | |||||||||||||||||||||||||||||||||||
| Sendero | Jim Hogg and Zapata County, TX | 39 | 51 | (g) | Wind | Intermittent | 40 | (f) | |||||||||||||||||||||||||||||||||
| Colorado Bend II | Wharton, TX | 3 | Gas | Intermediate | 1,143 | ||||||||||||||||||||||||||||||||||||
| Wolf Hollow II | Granbury, TX | 3 | Gas | Intermediate | 1,115 | ||||||||||||||||||||||||||||||||||||
| Handley 3 | Fort Worth, TX | 1 | Gas | Intermediate | 395 | ||||||||||||||||||||||||||||||||||||
| Handley 4, 5 | Fort Worth, TX | 2 | Gas | Peaking | 870 | ||||||||||||||||||||||||||||||||||||
| Total ERCOT | 3,610 | ||||||||||||||||||||||||||||||||||||||||
| New York | |||||||||||||||||||||||||||||||||||||||||
| Nine Mile Point | Scriba, NY | 2 | (i) | Uranium | Base-load | 1,675 | (f) | ||||||||||||||||||||||||||||||||||
| FitzPatrick | Scriba, NY | 1 | Uranium | Base-load | 842 | ||||||||||||||||||||||||||||||||||||
| Ginna | Ontario, NY | 1 | Uranium | Base-load | 576 | ||||||||||||||||||||||||||||||||||||
| Total New York | 3,093 | ||||||||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||||||||
| Antelope Valley | Lancaster, CA | 1 | Solar | Intermittent | 242 | ||||||||||||||||||||||||||||||||||||
| Bluestem | Beaver County, OK | 60 | 51 | (g)(j) | Wind | Intermittent | 101 | (f) | |||||||||||||||||||||||||||||||||
| Shooting Star | Kiowa County, KS | 65 | 51 | (g) | Wind | Intermittent | 53 | (f) | |||||||||||||||||||||||||||||||||
| Sacramento PV Energy | Sacramento, CA | 4 | 51 | (g) | Solar | Intermittent | 30 | (f) | |||||||||||||||||||||||||||||||||
| Bluegrass Ridge | King City, MO | 27 | 51 | (g) | Wind | Intermittent | 29 | (f) | |||||||||||||||||||||||||||||||||
| Conception | Barnard, MO | 24 | 51 | (g) | Wind | Intermittent | 26 | (f) | |||||||||||||||||||||||||||||||||
| Cow Branch | Rock Port, MO | 24 | 51 | (g) | Wind | Intermittent | 26 | (f) | |||||||||||||||||||||||||||||||||
| Mountain Home | Glenns Ferry, ID | 20 | 51 | (g) | Wind | Intermittent | 21 | (f) | |||||||||||||||||||||||||||||||||
| High Mesa | Elmore Co., ID | 19 | 51 | (g) | Wind | Intermittent | 20 | (f) | |||||||||||||||||||||||||||||||||
| Echo 1 | Echo, OR | 21 | 50.49 | (g) | Wind | Intermittent | 17 | (f) | |||||||||||||||||||||||||||||||||
| Cassia | Buhl, ID | 14 | 51 | (g) | Wind | Intermittent | 15 | (f) | |||||||||||||||||||||||||||||||||
| Wildcat | Lovington, NM | 13 | 51 | (g) | Wind | Intermittent | 14 | (f) | |||||||||||||||||||||||||||||||||
| Echo 2 | Echo, OR | 10 | 51 | (g) | Wind | Intermittent | 10 | (f) | |||||||||||||||||||||||||||||||||
| Tuana Springs | Hagerman, ID | 8 | 51 | (g) | Wind | Intermittent | 9 | (f) | |||||||||||||||||||||||||||||||||
| Greensburg | Greensburg, KS | 10 | 51 | (g) | Wind | Intermittent | 6 | (f) | |||||||||||||||||||||||||||||||||
| Echo 3 | Echo, OR | 6 | 50.49 | (g) | Wind | Intermittent | 5 | (f) | |||||||||||||||||||||||||||||||||
| Three Mile Canyon | Boardman, OR | 6 | 51 | (g) | Wind | Intermittent | 5 | (f) | |||||||||||||||||||||||||||||||||
| Loess Hills | Rock Port, MO | 4 | Wind | Intermittent | 5 | ||||||||||||||||||||||||||||||||||||
| Denver Airport Solar | Denver, CO | 1 | 51 | (g) | Solar | Intermittent | 4 | (f) | |||||||||||||||||||||||||||||||||
| Mystic 8, 9 | Charlestown, MA | 6 | Gas | Intermediate | 1,417 | (e) | |||||||||||||||||||||||||||||||||||
| Hillabee | Alexander City, AL | 3 | Gas | Intermediate | 753 | ||||||||||||||||||||||||||||||||||||
| Wyman 4 | Yarmouth, ME | 1 | 5.9 | Oil | Intermediate | 34 | (f) | ||||||||||||||||||||||||||||||||||
| West Medway II | West Medway, MA | 2 | Oil/Gas | Peaking | 189 | ||||||||||||||||||||||||||||||||||||
| West Medway | West Medway, MA | 3 | Oil | Peaking | 124 | ||||||||||||||||||||||||||||||||||||
| Grand Prairie | Alberta, Canada | 1 | Gas | Peaking | 105 | ||||||||||||||||||||||||||||||||||||
| Framingham | Framingham, MA | 3 | Oil | Peaking | 31 |
| Station**(a)** | Location | No. of Units | Percent Owned**(b)** | Primary Fuel Type | Primary Dispatch Type**(c)** | Net Generation Capacity (MW)****(d) | |||||||||||||||||||||||||||||||||||
| Total Other | 3,291 | ||||||||||||||||||||||||||||||||||||||||
| Total | 32,400 |
(a)All nuclear stations are boiling water reactors except Braidwood, Byron, Calvert Cliffs, Ginna, and Salem, which are pressurized water reactors.
(b)100%, unless otherwise indicated.
(c)Base-load units are plants that normally operate to take all or part of the minimum continuous load of a system and, consequently, produce electricity at an essentially constant rate. Intermittent units are plants with output controlled by the natural variability of the energy resource rather than dispatched based on system requirements. Intermediate units are plants that normally operate to take load of a system during the daytime higher load hours and, consequently, produce electricity by cycling on and off daily. Peaking units consist of lower-efficiency, quick response steam units, gas turbines and diesels normally used during the maximum load periods.
(d)For nuclear stations, capacity reflects the annual mean rating. Fossil stations and wind and solar facilities reflect a summer rating.
(e)On August 9, 2020, we announced we would permanently cease generation operations at Byron and Dresden nuclear facilities in 2021 and Mystic Unit 8 and 9 in 2024. On September 15, 2021, we reversed the previous decision to retire Byron and Dresden. See Note 7 — Early Plant Retirements of the Notes to the Consolidated Financial Statements for additional information.
(f)Net generation capacity is stated at proportionate ownership share.
(g)Reflects the prior sale of 49% of CRP to a third-party. See Note 21 — Variable Interest Entities of the Notes to Consolidated Financial Statements for additional information.
(h)We have deactivated the site and are evaluating for potential return of service or retirement beyond 2023.
(i)We wholly own Nine Mile Point Unit 1 and have an 82% undivided ownership interest in Nine Mile Point Unit 2.
(j)CRP owns 100% of the Class A membership interests and a tax equity investor owns 100% of the Class B membership interests of the entity that owns the Bluestem generating assets.
The net generation capability available for operation at any time may be less due to regulatory restrictions, transmission congestion, fuel restrictions, efficiency of cooling facilities, level of water supplies, or generating units being temporarily out of service for inspection, maintenance, refueling, repairs, or modifications required by regulatory authorities.
We maintain property insurance against loss or damage to our principal plants and properties by fire or other perils, subject to certain exceptions. For additional information regarding nuclear insurance of generating facilities, see ITEM 1. — BUSINESS — General. For our insured losses, we are self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect on our consolidated financial condition or results of operations.
Item 3. LEGAL PROCEEDINGS
We are parties to various lawsuits and regulatory proceedings in the ordinary course of business. For information regarding material lawsuits and proceedings, see Note 3 — Regulatory Matters and Note 19 — Commitments and Contingencies of the Notes to Consolidated Financial Statements. Such descriptions are incorporated herein by these references.
Item 4. MINE SAFETY DISCLOSURES
Not Applicable
PART II
(Dollars in millions except per share data, unless otherwise noted)
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
CEG Parent
Our common stock is listed on the Nasdaq (trading symbol: CEG). It was listed on February 2, 2022 and as of that date there were 326,663,937 shares of common stock outstanding and approximately 82,688 record holders of common stock.
Constellation
Effective January 31, 2022, in connection with the separation, CEG Parent directly holds the entire membership interest in Constellation.
Dividends
Under applicable federal law, Constellation can pay dividends only from retained, undistributed or current earnings. A significant loss recorded at Constellation may limit the dividends that it can distribute to CEG Parent. As a Pennsylvania corporation, Constellation is subject to certain restrictions on dividends under Pennsylvania corporate law. Generally, a corporation may only pay dividends under the Pennsylvania Business Corporation Law if the total assets of the corporation would be more than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time as of which the distribution is measured, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.
Constellation's revolving credit facility contains a covenant requiring it to maintain a consolidated leverage ratio calculated as the ratio of its consolidated indebtedness to its consolidated earnings before interest, taxes, depreciation and amortization. Maintaining that ratio may affect Constellation's ability to make distributions to the CEG Parent.
We have not paid any dividends to shareholders to date, but our Board of Directors approved a dividend of $180 million in 2022.
First Quarter 2022 Dividend
On February 8, 2022, our Board of Directors declared a regular quarterly dividend of $0.1410 per share on our common stock for the first quarter of 2022. The dividend is payable on Thursday, March 10, 2022, to shareholders of record as of 5 p.m. Eastern time on Friday, February 25, 2022.
Item 6. SELECTED FINANCIAL DATA
Not Applicable
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in millions, unless otherwise noted)
Executive Overview
We are a supplier of clean energy. Our generating capacity consists of nuclear, wind, solar, natural gas and hydroelectric assets. Through our integrated business operations, we sell electricity, natural gas, and other energy related products and sustainable solutions to various types of customers, including distribution utilities, municipalities, cooperatives, and commercial, industrial, governmental, and residential customers in competitive markets across multiple geographic regions. We have five reportable segments: Mid-Atlantic, Midwest, New York, ERCOT and Other Power Regions.
COVID-19. We have taken steps to mitigate the potential risks posed by the global outbreak (pandemic) of COVID-19. We provide a critical service to our customers which means that it is paramount that we keep our employees who operate our businesses safe and minimize unnecessary risk of exposure to the virus by taking extra precautions for employees who work in the field and in our facilities. We have implemented work from home policies where appropriate, and imposed travel limitations on employees.
We continue to implement strong physical and cyber-security measures to ensure that our systems remain functional in order to both serve our operational needs with a remote workforce and keep them running to ensure uninterrupted service to our customers.
There were no changes in internal control over financial reporting as a result of COVID-19 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. See ITEM 9A. CONTROLS AND PROCEDURES for additional information.
Unfavorable economic conditions due to COVID-19 resulted in an estimated reduction to our Net income of approximately $170 million for the year ended December 31, 2020. The impact was not material for the year ended December 31, 2021.
We assessed long-lived assets, goodwill, and investments for recoverability and there were no material impairment charges recorded in 2020 or 2021 as a result of COVID-19. See Note 12 — Asset Impairments of the Notes to Consolidated Financial Statements for additional information related to other impairment assessments.
We will continue to monitor developments affecting our workforce, customers, and suppliers and will take additional precautions that we determine to be necessary in order to mitigate the impacts. We cannot predict the full extent of the impacts of COVID-19, which will depend on, among other things, the rate, and public perceptions of the effectiveness, of vaccinations and rate of resumption of business activity.
Significant 2021 Transactions and Developments
Separation from Exelon
On February 21, 2021, Exelon’s Board of Directors approved a plan to separate its competitive generation and customer-facing businesses into a stand-alone publicly traded company ("the separation"). Exelon completed the separation on February 1, 2022. In order to govern the ongoing relationships between us and Exelon after the separation, and to facilitate an orderly transition, we and Exelon have entered into several agreements, including a Separation Agreement, Tax Matters Agreement, a Transition Services Agreement, and an Employee Matters Agreement and other ancillary agreements. See Note 24 — Separation from Exelon of the Notes to Consolidated Financial Statements for additional information.
In connection with the separation, we incurred transaction costs of $49 million for the year ended December 31, 2021, which are recorded in Operating and maintenance expense. We expect to incur incremental transaction costs of approximately $150 million and $60 million in 2022 and 2023, respectively. The transaction costs are primarily comprised of system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation.
CENG Put Option
EDF had the option to sell its 49.99% equity interest in CENG to us exercisable beginning on January 1, 2016 and thereafter until June 30, 2022. On November 20, 2019, we received notice of EDF’s intention to exercise the put option and sell its 49.99% equity interest in CENG to us and the put automatically exercised on January 19, 2020 at the end of the sixty-day advance notice period. On August 6, 2021, we entered into a settlement agreement with EDF pursuant to which we, through a wholly owned subsidiary, purchased EDF’s equity interest in CENG for a net purchase price of $885 million, which includes, among other things, a credit for EDF’s share of the balance of the preferred distribution payable by CENG to us. The difference between the net purchase price and EDF’s noncontrolling interest as of the closing date was recorded to Membership Interest in the Consolidated Balance Sheet.
In connection with the settlement agreement, on August 6, 2021, we issued approximately $880 million under a term loan credit agreement to fund the transaction, which will expire on August 5, 2022.
See Note 2 – Mergers, Acquisitions, and Dispositions and Note 17 — Debt and Credit Agreements of the Notes to Consolidated Financial Statements for additional information.
Clean Energy Law
On September 15, 2021, the Illinois Public Act 102-0662 was signed into law by the Governor of Illinois (“Clean Energy Law”). The Clean Energy Law is designed to achieve 100% carbon-free power by 2045 to enable the state’s transition to a clean energy economy. The Clean Energy Law establishes decarbonization requirements for Illinois as well as programs to support the retention and development of emissions-free sources of electricity. Among other things, the Clean Energy Law authorized the IPA to procure up to 54.5 million CMCs from qualifying nuclear plants for a five-year period beginning on June 1, 2022 through May 31, 2027. CMCs are credits for the carbon-free attributes of eligible nuclear power plants in PJM. The Byron, Dresden, and Braidwood nuclear plants located in Illinois participated in the CMC procurement process and were awarded contracts that commit each plant to operate through May 31, 2027. Pursuant to these contracts, ComEd will procure CMCs based upon the number of MWhs produced annually by each plant, subject to minimum performance requirements. See Note 3 — Regulatory Matters of the Notes to Consolidated Financial Statements for additional information.
Following enactment of the Clean Energy Law, we announced on September 15, 2021 that we reversed our previous decision to retire Byron and Dresden given the opportunity for additional revenue. In addition, we no longer consider the Braidwood or LaSalle nuclear plants to be at risk for premature retirement. See Note 7 - Early Plant Retirements of the Notes to Consolidated Financial Statements for additional information and Early Retirement of Generation Facilities below.
Early Retirement of Generation Facilities
In August 2020, we announced the intention to retire the Byron Generating Station in September 2021, Dresden Generating Station in November 2021, and Mystic Units 8 and 9 at the expiration of the cost of service commitment in May 2024. As a result, we recognized a $500 million pre-tax impairment for the New England asset group along with certain one-time charges in the third and fourth quarters of 2020, in addition to ongoing annual financial impacts stemming from shortening the expected economic useful lives of these facilities primarily related to accelerated depreciation of plant assets (including any ARC) and accelerated amortization of nuclear fuel.
In the second quarter of 2021, an incremental decline in value resulted in an additional pre-tax impairment charge of $350 million for the New England asset group.
We recorded pre-tax charges of $53 million and $140 million in the second and third quarters of 2021, respectively, for decommissioning-related activities that were not offset for the Byron units d
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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks associated with adverse changes in commodity prices, counterparty credit, interest rates, and equity prices. We manage these risks through risk management policies and objectives for risk assessment, control and valuation, counterparty credit approval, and the monitoring and reporting of risk exposures. Historically, reporting on risk management issues has been to Exelon’s Risk Management Committee and the Risk Committee of Exelon’s Board of Directors. After separation, reporting on risk management issues will be to the Executive Committee, the Risk Management Committees of our generation and customer-facing businesses, and the Audit and Risk Committee of the Board of Directors.
Commodity Price Risk
Commodity price risk is associated with price movements resulting from changes in supply and demand, fuel costs, market liquidity, weather conditions, governmental, regulatory and environmental policies, and other factors. To the extent the total amount of energy we generate and purchase differs from the amount of energy we
have contracted to sell, we are exposed to market fluctuations in commodity prices. We seek to mitigate our commodity price risk through the sale and purchase of electricity, fossil fuel, and other commodities.
Electricity available from our owned or contracted generation supply in excess of our obligations to customers is sold into the wholesale markets. To reduce commodity price risk caused by market fluctuations, we enter into non-derivative contracts as well as derivative contracts, including swaps, futures, forwards, and options, with approved counterparties to hedge anticipated exposures. We use derivative instruments as economic hedges to mitigate exposure to fluctuations in commodity prices. We expect the settlement of the majority of our economic hedges will occur during 2022 through 2024.
In general, increases and decreases in forward market prices have a positive and negative impact, respectively, on our owned and contracted generation positions which have not been hedged. For merchant revenues not already hedged via comprehensive state programs, such as the CMC in Illinois, we utilize a three-year ratable sales plan to align our hedging strategy with our financial objectives. The prompt three-year merchant revenues are hedged on an approximate rolling 90%/60%/30% basis. We may also enter transactions that are outside of this ratable hedging program. As of December 31, 2021, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York, and ERCOT reportable segments is 92%-95% and 73%-76% for 2022 and 2023, respectively. The percentage of expected generation hedged is the amount of equivalent sales divided by the expected generation. Expected generation is the volume of energy that best represents our commodity position in energy markets from owned or contracted generation based upon a simulated dispatch model that makes assumptions regarding future market conditions, which are calibrated to market quotes for power, fuel, load following products and options. Equivalent sales represent all hedging products, which include economic hedges, CMC payments, and certain non-derivative contracts.
A portion of our hedging strategy may be accomplished with fuel products based on assumed correlations between power and fuel prices, which routinely change in the market. Market price risk exposure is the risk of a change in the value of unhedged positions. The forecasted market price risk exposure for our entire economic hedge portfolio associated with a $5/MWh reduction in the annual average around-the-clock energy price based on December 31, 2021 market conditions and hedged position would be a decrease in pre-tax net income of approximately $20 million and $243 million for 2022 and 2023, respectively. Power price sensitivities are derived by adjusting power price assumptions while keeping all other price inputs constant. We actively manage our portfolio to mitigate market price risk exposure for our unhedged position. Actual results could differ depending on the specific timing of, and markets affected by, price changes, as well as future changes in our portfolio. See Note 16 — Derivative Financial Instruments of the Notes to Consolidated Financial Statements for additional information.
Fuel Procurement
We procure natural gas through long-term and short-term contracts, and spot-market purchases. Nuclear fuel assemblies are obtained predominantly through long-term uranium concentrate supply contracts, contracted conversion services, contracted enrichment services, or a combination thereof, and contracted fuel fabrication services. The supply markets for uranium concentrates and certain nuclear fuel services are subject to price fluctuations and availability restrictions. Supply market conditions may make our procurement contracts subject to credit risk related to the potential non-performance of counterparties to deliver the contracted commodity or service at the contracted prices. Approximately 50% of our uranium concentrate requirements from 2022 through 2026 are supplied by three suppliers. In the event of non-performance by these or other suppliers, we believe that replacement uranium concentrates can be obtained, although at prices that may be unfavorable when compared to the prices under the current supply agreements. Geopolitical developments, including the Russian Ukraine conflict and United States sanctions against Russia, have the potential to impact delivery from multiple suppliers in the international uranium industry. Non-performance by these counterparties could have a material adverse impact in our financial statements.
Trading and Non-Trading Marketing Activities
The following table detailing our trading and non-trading marketing activities is included to address the recommended disclosures by the energy industry’s Committee of Chief Risk Officers (CCRO).
The following table provides detail on changes in our commodity mark-to-market net asset or liability balance sheet position from December 31, 2019 to December 31, 2021. It indicates the drivers behind changes in the balance sheet amounts. This table incorporates the mark-to-market activities that are immediately recorded in earnings. This table excludes all NPNS contracts and does not segregate proprietary trading activity. See Note 16 — Derivative Financial Instruments of the Notes to Consolidated Financial Statements for additional information on the balance sheet classification of the mark-to-market energy contract net assets (liabilities) recorded as of December 31, 2021 and 2020.
| Mark-to-market Energy Contract Net Assets (Liabilities) | ||||||||||||||||||||
| Balance as of December 31, 2019 | $ | 868 | (a) | |||||||||||||||||
| Total change in fair value during 2020 of contracts recorded in result of operations | (203) | |||||||||||||||||||
| Reclassification to realized at settlement of contracts recorded in results of operations | 469 | |||||||||||||||||||
| Changes in allocated collateral | (513) | |||||||||||||||||||
| Net option premium paid | 139 | |||||||||||||||||||
| Option premium amortization | (104) | |||||||||||||||||||
| Upfront payments and amortizations(b) | 73 | |||||||||||||||||||
| Balance as of December 31, 2020 | $ | 729 | (a) | |||||||||||||||||
| Total change in fair value during 2021 of contracts recorded in result of operations | 797 | |||||||||||||||||||
| Reclassification to realized at settlement of contracts recorded in results of operations | (228) | |||||||||||||||||||
| Changes in allocated collateral | 96 | |||||||||||||||||||
| Net option premium paid | 338 | |||||||||||||||||||
| Option premium amortization | (125) | |||||||||||||||||||
| Upfront payments and amortizations(b) | 15 | |||||||||||||||||||
| Balance as of December 31, 2021 | $ | 1,622 | (a) |
(a)Amounts are shown net of collateral paid to and received from counterparties.
(b)Includes derivative contracts acquired or sold through upfront payments or receipts of cash, excluding option premiums, and the associated amortizations.
Fair Values
The following table presents maturity and source of fair value for mark-to-market commodity contract net assets (liabilities). The table provides two fundamental pieces of information. First, the table provides the source of fair value used in determining the carrying amount of our total mark-to-market net assets (liabilities), net of allocated collateral. Second, the table shows the maturity, by year, of our commodity contract net assets (liabilities), net of allocated collateral, giving an indication of when these mark-to-market amounts will settle and either generate or require cash. See Note 18 — Fair Value of Financial Assets and Liabilities of the Notes to Consolidated Financial Statements for additional information regarding fair value measurements and the fair value hierarchy.
| Maturities Within | Total Fair Value | ||||||||||||||||||||||||||||||||||||||||
| 2022 | 2023 | 2024 | 2025 | 2026 | 2027 and Beyond | ||||||||||||||||||||||||||||||||||||
| Normal Operations, Commodity derivative contracts**(a)(b)****:** | |||||||||||||||||||||||||||||||||||||||||
| Actively quoted prices (Level 1) | $ | 711 | $ | 66 | $ | 53 | $ | 43 | $ | 24 | $ | — | $ | 897 | |||||||||||||||||||||||||||
| Prices provided by external sources (Level 2) | 442 | 436 | (60) | 1 | — | — | 819 | ||||||||||||||||||||||||||||||||||
| Prices based on model or other valuation methods (Level 3) | 37 | (74) | 23 | 5 | (24) | (61) | (94) | ||||||||||||||||||||||||||||||||||
| Total | $ | 1,190 | $ | 428 | $ | 16 | $ | 49 | $ | — | $ | (61) | $ | 1,622 |
(a)Mark-to-market gains and losses on other economic hedge and trading derivative contracts that are recorded in the results of operations.
(b)Amounts are shown net of collateral paid/(received) from counterparties (and offset against mark-to-market assets and liabilities) of $512 million at December 31, 2021.
Credit Risk
We would be exposed to credit-related losses in the event of non-performance by counterparties that execute derivative instruments. The credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts at the reporting date. See Note 16 — Derivative Financial Instruments of the Notes to Consolidated Financial Statements for a detailed discussion of credit risk.
The following tables provide information on our credit exposure for all derivative instruments, NPNS, and payables and receivables, net of collateral and instruments that are subject to master netting agreements, as of December 31, 2021. The tables further delineate that exposure by credit rating of the counterparties and provide guidance on the concentration of credit risk to individual counterparties and an indication of the duration of a company’s credit risk by credit rating of the counterparties. The figures in the table below exclude credit risk exposure from individual retail customers, uranium procurement contracts, and exposure through RTOs, ISOs, and commodity exchanges, which are discussed below.
| Rating as of December 31, 2021 | Total Exposure Before Credit Collateral | Credit Collateral**(a)** | Net Exposure | Number of Counterparties Greater than 10% of Net Exposure | Net Exposure of Counterparties Greater than 10% of Net Exposure | ||||||||||||||||||||||||
| Investment grade | $ | 715 | $ | 176 | $ | 539 | 1 | $ | 106 | ||||||||||||||||||||
| Non-investment grade | 13 | — | 13 | — | — | ||||||||||||||||||||||||
| No external ratings | |||||||||||||||||||||||||||||
| Internally rated—investment grade | 111 | — | 111 | — | — | ||||||||||||||||||||||||
| Internally rated—non-investment grade | 226 | 47 | 179 | — | — | ||||||||||||||||||||||||
| Total | $ | 1,065 | $ | 223 | $ | 842 | 1 | $ | 106 |
(a)As of December 31, 2021, credit collateral held from counterparties where we had credit exposure included $163 million of cash and $60 million of letters of credit.
| Maturity of Credit Risk Exposure | |||||||||||||||||||||||
| Rating as of December 31, 2021 | Less than 2 Years | 2-5 Years | Exposure Greater than 5 Years | Total Exposure Before Credit Collateral | |||||||||||||||||||
| Investment grade | $ | 605 | $ | 62 | $ | 48 | $ | 715 | |||||||||||||||
| Non-investment grade | 13 | — | — | 13 | |||||||||||||||||||
| No external ratings | |||||||||||||||||||||||
| Internally rated—investment grade | 111 | — | — | 111 | |||||||||||||||||||
| Internally rated—non-investment grade | 181 | 39 | 6 | 226 | |||||||||||||||||||
| Total | $ | 910 | $ | 101 | $ | 54 | $ | 1,065 |
| Net Credit Exposure by Type of Counterparty | As of December 31, 2021 | ||||
| Financial institutions | $ | 32 | |||
| Investor-owned utilities, marketers, power producers | 711 | ||||
| Energy cooperatives and municipalities | 62 | ||||
| Other | 37 | ||||
| Total | $ | 842 |
Credit-Risk-Related Contingent Features
As part of the normal course of business, we routinely enter into physical or financial contracts for the sale and purchase of electricity, natural gas, and other commodities. In accordance with the contracts and applicable law, if we are downgraded by a credit rating agency, especially if such downgrade is to a level below investment grade, it is possible that a counterparty would attempt to rely on such a downgrade as a basis for making a demand for adequate assurance of future performance. Depending on our net position with a counterparty, the demand could be for the posting of collateral. In the absence of expressly agreed-to provisions that specify the collateral that must be provided, collateral requested will be a function of the facts and circumstances of the situation at the time of the demand. See Note 16 — Derivative Financial Instruments of the Notes to Consolidated Financial Statements for additional information regarding collateral requirements and Note 19 — Commitments and Contingencies of the Notes to Consolidated Financial Statements for additional information regarding the letters of credit supporting the cash collateral.
We transact output through bilateral contracts. The bilateral contracts are subject to credit risk, which relates to the ability of counterparties to meet their contractual payment obligations. Any failure to collect these payments from counterparties could have a material impact on our financial statements. As market prices rise above or fall below contracted price levels, we are required to post collateral with purchasers; as market prices fall below contracted price levels, counterparties are required to post collateral with us. To post collateral, we depend on access to bank credit facilities, which serve as liquidity sources to fund collateral requirements. See ITEM 7. Liquidity and Capital Resources — Credit Matters — Credit Facilities for additional information.
RTOs and ISOs
We participate in all, or some, of the established, wholesale spot energy markets that are administered by PJM, ISO-NE, NYISO, CAISO, MISO, SPP, AESO, OIESO, and ERCOT. ERCOT is not subject to regulation by FERC but performs a similar function in Texas to that performed by RTOs in markets regulated by FERC. In these areas, power is traded through bilateral agreements between buyers and sellers and on the spot energy markets that are administered by the RTOs or ISOs, as applicable. In areas where there is no spot energy market, electricity is purchased and sold solely through bilateral agreements. For sales into the spot markets administered by an RTO or ISO, the RTO or ISO maintains financial assurance policies that are established and enforced by those administrators. The credit policies of the RTOs and ISOs may, under certain circumstances, require that losses arising from the default of one member on spot energy market transactions be shared by the remaining participants. Non-performance or non-payment by a major counterparty could result in a material
adverse impact on our financial statements. See Note 3 — Regulatory Matters of the Notes to Consolidated Financial Statements for additional information on the February 2021 extreme cold weather event and Texas-based generating asset outages.
Exchange Traded Transactions
We enter into commodity transactions on NYMEX, ICE, NASDAQ, NGX, and the Nodal exchange ("the Exchanges"). The Exchange clearinghouses act as the counterparty to each trade. Transactions on the Exchanges must adhere to comprehensive collateral and margining requirements. As a result, transactions on Exchanges are significantly collateralized and have limited counterparty credit risk.
Interest Rate and Foreign Exchange Risk
We use a combination of fixed-rate and variable-rate debt to manage interest rate exposure. We may also utilize interest rate swaps to manage our interest rate exposure. A hypothetical 50 basis point increase in the interest rates associated with unhedged variable-rate debt (excluding Commercial Paper) and fixed-to-floating swaps would result in approximately a $2 million decrease in our pre-tax income for the year ended December 31, 2021. To manage foreign exchange rate exposure associated with international energy purchases in currencies other than U.S. dollars, we utilize foreign currency derivatives, which are typically designated as economic hedges. See Note 16 — Derivative Financial Instruments of the Notes to Consolidated Financial Statements for additional information.
Equity Price Risk
We maintain trust funds, as required by the NRC, to fund the costs of decommissioning our nuclear plants. Our NDT funds are reflected at fair value in the Consolidated Balance Sheets. The mix of securities in the trust funds is designed to provide returns to be used to fund decommissioning and to compensate us for inflationary increases in decommissioning costs; however, the equity securities in the trust funds are exposed to price fluctuations in equity markets, and the value of fixed-rate, fixed-income securities are exposed to changes in interest rates. We actively monitor the investment performance of the trust funds and periodically review asset allocations in accordance with our NDT fund investment policy. A hypothetical 25 basis points increase in interest rates and 10% decrease in equity prices would result in a $892 million reduction in the fair value of the trust assets as of December 31, 2021. This calculation holds all other variables constant and assumes only the discussed changes in interest rates and equity prices. See Liquidity and Capital Resources section of ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for additional information.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Management’s Report on Internal Control Over Financial Reporting
We are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, we used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, we concluded that, as of December 31, 2021, our internal control over financial reporting was effective.
February 25, 2022
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Member of Constellation Energy Generation, LLC
Opinion on the Financial Statements
We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(ii), of Constellation Energy Generation, LLC (formerly known as Exelon Generation Company, LLC) and its subsidiaries (the “Company”) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Annual Nuclear Decommissioning Asset Retirement Obligations (AROs) Assessment
As described in Notes 1 and 10 to the consolidated financial statements, the Company has a legal obligation to decommission its nuclear generation stations following permanent cessation of operations. To estimate its decommissioning obligations related to its nuclear generating stations for financial accounting and reporting purposes, management uses a probability-weighted, discounted cash flow model which, on a unit-by-unit basis, considers multiple outcome scenarios that include significant estimates and assumptions, and are based on decommissioning cost studies, cost escalation rates, probabilistic cash flow models, and discount rates. Management updates its AROs annually, unless circumstances warrant more frequent updates, based on its review of updated cost studies and its annual evaluation of cost escalation factors and probabilities assigned to various scenarios. As of December 31, 2021, the nuclear decommissioning AROs were $12.7 billion.
The principal considerations for our determination that performing procedures relating to the Company’s annual nuclear decommissioning AROs assessment is a critical audit matter are the significant judgment by management when estimating its decommissioning obligations; this in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the reasonableness of management’s discounted cash flow model and significant assumptions related to decommissioning cost studies. In addition, the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s development of the inputs, assumptions, and model used in management’s AROs assessment. These procedures also included, among others, testing management’s process for estimating the decommissioning obligations by evaluating the appropriateness of the discounted cash flow model, testing the completeness and accuracy of data used by management, and evaluating the reasonableness of management’s significant assumptions related to decommissioning cost studies. Professionals with specialized skill and knowledge were used to assist in evaluating the results of decommissioning cost studies.
Impairment Assessment of Long-Lived Generation Assets
As described in Notes 1, 8, and 12 to the consolidated financial statements, the Company evaluates the carrying value of long-lived assets or asset groups for recoverability whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. Indicators of impairment may include a deteriorating business climate, including, but not limited to, declines in energy prices, condition of the asset, or plans to
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
All Registrants - Disclosure Controls and Procedures
During the fourth quarter of 2021, our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures related to the recording, processing, summarizing, and reporting of information in periodic reports that we file with the SEC. These disclosure controls and procedures have been designed to ensure that (a) information, including information related to our consolidated subsidiaries, that is required to be included in filings under the Securities Exchange Act of 1934, is accumulated and made known to our management, including our principal executive officer and principal financial officer, by other employees as appropriate to allow timely decisions regarding required disclosure, and (b) this information is recorded, processed, summarized, evaluated, and reported, as applicable, within the time periods specified in the SEC's rules and forms. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls could be circumvented by the individual acts of some persons or by collusion of two or more people.
Accordingly, as of December 31, 2021, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to accomplish their objectives.
Constellation - Changes in Internal Control Over Financial Reporting
There have been no changes in internal control over financial reporting that occurred during the fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
CEG Parent - Internal Control Over Financial Reporting
This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Constellation - Internal Control Over Financial Reporting
Management is required to assess and report on the effectiveness of its internal control over financial reporting as of December 31, 2021. As a result of that assessment, management determined that there were no material weaknesses as of December 31, 2021 and, therefore, concluded that Constellation’s internal control over financial reporting was effective. Management’s Report on Internal Control Over Financial Reporting is included in ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Item 9B. OTHER INFORMATION
None.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable
PART III
Constellation Energy Generation, LLC meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K for a reduced disclosure format. Accordingly, all items in this section relating to Constellation are not presented.
Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Information about our Executive Officers as of February 25, 2022
| Name | Age | Position | Period | |||||||||||||||||
| Dominguez, Joseph | 59 | President and Chief Executive Officer | 2022 - Present | |||||||||||||||||
| President and Chief Executive Officer, Exelon Generation Company, LLC | 2021 - 2022 | |||||||||||||||||||
| Chief Executive Officer, ComEd | 2018 - 2021 | |||||||||||||||||||
| Executive Vice President, Governmental and Regulatory Affairs and Public Policy, Exelon | 2012 - 2018 | |||||||||||||||||||
| Eggers, Daniel | 46 | Executive Vice President and Chief Financial Officer | 2022 - Present | |||||||||||||||||
| Executive Vice President and Chief Financial Officer, Exelon Generation Company, LLC | 2021 - 2022 | |||||||||||||||||||
| Senior Vice President of Corporate Finance, Exelon | 2018 - 2021 | |||||||||||||||||||
| Senior Vice President of Investor Relations, Exelon | 2016 - 2018 | |||||||||||||||||||
| Barrόn, Kathleen | 51 | Executive Vice President and Chief Strategy Officer | 2022 - Present | |||||||||||||||||
| Executive Vice President and Chief Strategy Officer, Exelon Generation Company, LLC | 2021 - 2022 | |||||||||||||||||||
| Executive Vice President of Government and Regulatory Affairs, Exelon | 2018 - 2021 | |||||||||||||||||||
| Senior Vice President, Competitive Market Policy, Exelon | 2012 - 2018 | |||||||||||||||||||
| Hanson, Bryan C. | 56 | Executive Vice President and Chief Generation Officer | 2022 - Present | |||||||||||||||||
| Executive Vice President and Chief Generation Officer, Exelon Generation Company, LLC | 2020 - 2022 | |||||||||||||||||||
| President and Chief Nuclear Officer, Exelon Nuclear; Senior Vice President, Exelon Generation Company, LLC | 2015 - 2020 | |||||||||||||||||||
| Koehler, Michael R. | 55 | Executive Vice President and Chief Administration Officer | 2022 - Present | |||||||||||||||||
| Executive Vice President and Chief Administration Officer, Exelon Generation Company, LLC | 2021 - 2022 | |||||||||||||||||||
| Senior Vice President and Chief Information and Chief Digital Officer, Exelon | 2016 - 2021 | |||||||||||||||||||
| McHugh, James | 50 | Executive Vice President and Chief Commercial Officer | 2022 - Present | |||||||||||||||||
| Executive Vice President and Chief Commercial Officer, Exelon Generation Company, LLC | 2021 - 2022 | |||||||||||||||||||
| Executive Vice President, Exelon; Chief Executive Officer, competitive retail and commodities business, Exelon | 2018 - 2021 | |||||||||||||||||||
| Senior Vice President, Portfolio Management and Strategy, competitive retail and commodities business, Exelon | 2016 - 2018 | |||||||||||||||||||
| Dardis, David | 49 | Executive Vice President and General Counsel | 2022 - Present | |||||||||||||||||
| Executive Vice President and General Counsel, Exelon Generation Company, LLC | 2021 - 2022 | |||||||||||||||||||
| Senior Vice President and General Counsel, Exelon Generation Company, LLC | 2020 - 2021 | |||||||||||||||||||
| Senior Vice President and General Counsel, competitive retail and commodities business, Exelon | 2016 - 2020 | |||||||||||||||||||
| Bauer, Matthew | 45 | Senior Vice President and Controller | 2022 - Present | |||||||||||||||||
| Vice President and Controller, Exelon Generation Company, LLC | 2016 - 2022 | |||||||||||||||||||
Information about our Board of Directors as of February 25, 2022
| Name | Age | Committee Appointment | ||||||||||||
| Joseph Dominguez | 59 | N/A | ||||||||||||
| Yves de Balmann | 75 | Compensation (Chair), Corporate Governance | ||||||||||||
| Laurie Brlas | 64 | Audit and Risk (Chair) | ||||||||||||
| Rhonda Ferguson | 52 | Audit and Risk, Nuclear Oversight | ||||||||||||
| Bradley Halverson | 61 | Compensation, Corporate Governance | ||||||||||||
| Charles Harrington | 63 | Corporate Governance, Nuclear Oversight | ||||||||||||
| Julie Holzrichter | 54 | Audit and Risk, Compensation | ||||||||||||
| Ashish Khandpur | 54 | Compensation, Corporate Governance | ||||||||||||
| Robert Lawless | 75 | Corporate Governance (Chair) | ||||||||||||
| John Richardson | 61 | Audit and Risk, Nuclear Oversight (Chair) |
Yves de Balmann has served on our Board since January 2022. He has extensive experience in corporate finance, including the derivatives and capital markets as well as industry experience as a former director of Exelon from 2012 to 2022 as well as Constellation Energy Group prior to its merger with Exelon in 2012. His deep knowledge of strategic planning, compensation, governance, and investor insights will provide significant value to the Company Board. Mr. de Balmann currently serves as Executive Partner at Bridge Growth Partners, a private equity firm focusing on technology and financial services companies, and previously served as Co-Chairman of Bregal Investments LP, a private equity investing firm, from 2002 to 2012. He is also currently on the Board of Directors of ESI Group, a virtual prototyping software company.
Laurie Brlas has served on our Board since January 2022, and previously served on the Exelon Board from 2018 to 2022. She has proven leadership skills derived from her significant experience as an executive leader at global, capital-intensive companies, and operations and finance experience in the natural resources industry in addition to her background in financial and governance matters that will bring valuable insights to the Company Board. Ms. Brlas served as Executive Vice President and Chief Financial Officer of Newmont Mining Corporation, a global mining company, from 2013 to 2016. Prior to that, she served in multiple senior positions between 2006 and 2013, ultimately as Executive Vice President and President, Global Operations, with Cleveland-Cliffs, Inc., a company specializing in the mining, benefication and pelletizing of iron ore. Ms. Brlas currently serves on the Boards of Directors of Albemarle Corporation (since 2017), Graphic Packaging Holding Company (since 2019) and Autoliv, Inc. (since 2020). She previously served on the Boards of Directors of Calpine Corporation (2016 to 2018) and Perrigo Company plc (2003 to 2019).
Rhonda Ferguson has served on our board since January 2022. She joined Allstate Corporation in 2020 and serves as its Executive Vice President, Chief Legal Officer, General Counsel and Secretary. Prior to joining Allstate, she served as Executive Vice President, Chief Legal Officer and Secretary for Union Pacific Corporation from 2016 to 2020, and as Vice President, Secretary and Chief Ethics Officer of First Energy Corp. from 2007 to 2016. Ms. Ferguson serves on the boards for the RAND Institute for Civil Justice and Girls Inc. of Chicago. She has proven leadership skills derived from her significant experience as an executive leader at large, highly regulated companies, and her background in legal, regulatory, compliance and governance matters will bring valuable insights to the Board.
Bradley Halverson has served on our Board since January 2022. He is the former Group President and Chief Financial Officer of Caterpillar Inc., the world’s leading manufacturer of construction and mining equipment, diesel and gas engines, turbines and locomotives. Prior to serving as Group President and CFO from 2013 to 2018, he held a series of positions with increasing responsibility during his 30-year tenure with the Fortune 100 company, including vice president, Financial Services; corporate controller, Global Finance & Strategic Services; and corporate business development manager, Corporate Services, among others since joining the company in 1988. Mr. Halverson currently serves on the boards of Sysco Corporation, Lear Corporation and Satellogic Inc. In addition, he serves on the board of Easter Seals Central Illinois, Inc. He previously served as a director for Custom Truck One Source from 2018-2021. Mr. Halverson’s deep expertise in accounting, financial reporting and
corporate finance, and his leadership experience in the areas of executive leadership and management, corporate strategy development, mergers and acquisitions, risk management, information technology systems oversight and international business will provide the Board with critical perspectives on strategic, financial and other public company issues.
Charles Harrington has served on our Board since January 2022. He is the chairman and former CEO of Parsons Corporation, a technology services company in the global defense, intelligence and critical infrastructure markets. He served as Chairman and CEO of the company from 2008 to 2021, following previous roles within the company, including Executive Vice President, CFO and Treasurer; President, Commercial Technology Group; and president, Communications Technology Group, from 1999 to 2002, among others. In addition to serving as chairman of Parsons, Mr. Harrington serves on the boards of J.G. Boswell Company and California Polytechnic State University San Luis Obispo Foundation. He previously served on the board of The AES Corporation from 2013 to 2020. Mr. Harrington's extensive leadership experience in operations, finance and business development will provide significant value to the Board.
Julie Holzrichter has served on our Board since January 2022. She currently serves as chief operating officer of CME Group, the world’s leading derivatives marketplace. Prior to being appointed to her current role in 2014, she held various roles of increasing responsibility, including senior managing director of Global Operations; managing director, Global Operations; and director, Operations, among others, having led the integration of global operations for a number of multi-billion-dollar mergers and acquisitions throughout her tenure. Ms. Holzrichter serves on the board of the National Futures Association and is a member of the Futures Industry Association, ChicagoFirst and the CME Group Women’s Initiative Network. Her extensive experience leading the operations of CME Group’s market operations, global command center, trading floor operations, global market solutions and services, data centers and critical infrastructure, global security, business continuity and crisis management will provide valuable insight to the Board.
Ashish Khandpur has served on our Board since January 2022. He currently serves as President of the Transportation & Electronics business group for 3M Company, a Fortune 100 global corporation operating in the fields of transportation, electronics, worker safety, health care, consumer goods and industry. During his 26-year career with 3M, he has held a series of roles with increasing responsibility, including Executive Vice President, Transportation & Electronics; Executive Vice President, Electronics & Energy; and Senior Vice President, Research & Development and Chief Technology Officer, among other roles. Mr. Khandpur’s extensive engineering background and deep experience in global operations and research and development will provide an invaluable perspective to the Board.
Robert Lawless has served on our Board since January 2022. He has deep executive leadership, strategic planning, and corporate governance experience, as well as industry experience as a former director of Exelon from 2012 to 2022 as well as Constellation Energy Group prior to its merger with Exelon in 2012 and will provide the Company Board with critical perspectives on governance and other public company issues. Mr. Lawless served in numerous senior level positions over a more than thirty-year career with McCormick & Company, Inc., a global food manufacturing company, including as President from 1996 to 2006, as Chief Executive Officer from 1997 to 2008, and as Chairman from 1997 until 2009.
Admiral John Richardson has served on our Board since January 2022 and previously served on the Exelon Board from 2019 to 2022. His experience leading the U.S. Navy as well as his expertise in nuclear oversight and operational excellence will bring invaluable knowledge to our Board. Admiral Richardson served in various senior positions during his thirty-seven-year career with the U.S. Navy, including as Chief of Naval Operations from 2015 to 2019, Director of Naval Reactors, commander of U.S. Submarine Forces, and Director of Strategy and Policy at the U.S. Joint Forces Command. He currently serves as a director of The Boeing Company (since 2019) and BWX Technologies, Inc. (since 2020). Admiral Richardson also currently serves as a director of Sparkcognition Government Systems, a developer of A.I. solutions for multiple industries including energy, defense and finance, and of the Center for New American Security, a bipartisan think tank focused on national security, including issues around energy and geopolitics.
Our Corporate Governance
Board Diversity. Our Corporate Governance Committee is responsible for reviewing with the Board of Directors, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole. In
evaluating and recommending the suitability of candidates (both new candidates and current members) for election, the following factors will be taken into account:
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personal and professional integrity, ethics and values;
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experience in corporate management, such as serving as an officer or former officer of a publicly held company;
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experience as a board member or executive officer of another publicly held company;
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strong finance experience;
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expertise and experience in substantive matters pertaining to our business;
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diversity of background and perspective, including with respect to age, gender, race, place of residence and specialized experience;
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experience relevant to our business industry and with relevant social policy concerns; and
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relevant academic expertise or other proficiency in an area of our business operations.
Currently, our board evaluates each individual in the context of the Board of Directors as a whole, with the objective of assembling a group that can best maximize the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of experience in these various areas.
Committees of the Board of Directors
Our Board of Directors has four standing committees, an Audit and Risk Committee, a Compensation Committee, a Corporate Governance Committee, and a Nuclear Oversight Committee, each of which will have the composition and responsibilities described below. The members of the Audit and Risk, Compensation, and the Corporate Governance Committees will satisfy the applicable independence standards of the SEC and the Nasdaq Stock Market rules. The charter of each standing committee is posted on our website, www.ConstellationEnergy.com. Our Board may also establish other committees that it deems necessary or desirable from time to time. Committee memberships may be changed subject to the discretion of our Board.
Audit and Risk Committee
Our Audit and Risk Committee consists of four members and functions pursuant to a written charter adopted by the Board of Directors. The Audit and Risk Committee’s responsibilities include, among other things:
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Assists the Board of Directors in the oversight and review of the quality and integrity of the Company’s financial statements and internal controls over financial reporting
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Appoints, retains and oversees the independent auditor and evaluates its qualifications, performance, independence and fees
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Oversees the Company’s internal audit function
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Reviews the processes by which the Company assesses and manages enterprise risk
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Oversees compliance with the Company’s Code of Business Conduct, and the process for the receipt and responses to complaints regarding accounting, internal controls, ethics or audit matters
The responsibilities of our Audit and Risk Committee are more fully described in our Audit and Risk Committee charter. Our Board of Directors has determined that each of the committee’s members satisfy the applicable independence and other requirements of the Nasdaq Stock Market and the SEC for audit committees and that Ms. Brlas, Chair of the Committee, qualifies as an “audit committee financial expert” as defined under applicable SEC rules and regulations.
Compensation Committee
Our Compensation Committee consists of four members and functions pursuant to a written charter adopted by the Board of Directors. The Compensation Committee’s responsibilities include, among other things:
-
Assists the Board of Directors in establishing performance criteria, evaluation, and compensation for the CEO
-
Approves executive compensation program design for executive officers, other than the CEO
-
Monitors and reviews leadership and succession information for executive roles
-
Retains the Committee’s independent compensation consultant
-
Reviews Compensation Discussion and Analysis and prepares the Compensation Committee Report for proxy statements
The responsibilities of our Compensation Committee, and its procedures for the consideration and determination of executive compensation, are more fully described in our Compensation Committee charter. Our Board of Directors has determined that each of the committee’s members satisfies the applicable independence and other requirements of The Nasdaq Stock Market, the SEC and the IRS for compensation committee members.
Corporate Governance Committee
Our Corporate Governance Committee consists of four members and functions pursuant to a written charter adopted by the Board of Directors. The Corporate Governance Committee’s responsibilities include, among other things:
-
Identifies and recommends qualified candidates for election by the Board of Directors and shareholders and oversees the Board and committee structure and compensation
-
Recommends Corporate Governance Guidelines and advises on corporate governance issues including evaluation processes for the Board, its committees, and directors and the CEO
-
Oversees the Company’s environmental strategies, including climate change and sustainability policies
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Reviews the Company’s director compensation program and retains an independent compensation consultant
-
Has authority to retain an independent search firm to identify candidates for a director
The responsibilities of our Corporate Governance Committee and the process for identifying and evaluating director nominees (including nominees recommended by shareholders) are more fully described in our Corporate Governance Committee charter. Our Board of Directors has determined that each of the committee’s members satisfy the applicable independence and other requirements of The Nasdaq Stock Market and the SEC for Corporate Governance Committee members.
Nuclear Oversight Committee
Our Nuclear Oversight Committee consists of three members and functions pursuant to a written charter adopted by the Board of Directors. The Nuclear Oversight Committee’s responsibilities include, among other things:
-
Oversees the safe and reliable operation of the Company’s nuclear generating facilities with a principal focus on nuclear safety
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Oversees management and operations of the Company’s nuclear generating facilities and the overall organizational effectiveness of nuclear generating station operations
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Oversees compliance with policies and procedures to manage and mitigate risks associated with the security and integrity of the Company’s nuclear generation assets
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Reviews environmental, health and safety issues relating to nuclear generating facilities
The responsibilities of our Nuclear Oversight Committee are more fully described in our Nuclear Oversight Committee charter.
Shareholder Nominations
A shareholder who wishes to recommend a candidate (including a self-nomination) to be considered by the Corporate Governance Committee for nomination as a Director must submit the recommendation in writing to the Chair of the Corporate Governance Committee c/o the Corporate Secretary. The Corporate Governance Committee will consider all recommended candidates and self-nominees when making its recommendation to the full Board of Directors to nominate a slate of Directors for election.
In order to be considered for election, nominations must comply with the requirements of the SEC and the provisions of our bylaws. Under our bylaws, notice of the proposed nomination must be received by the Company not later than the ninetieth day, or earlier than the one hundred twentieth day, prior to the first anniversary of the date of the preceding year’s annual meeting of shareholders. Although we will not hold an annual meeting of shareholders in 2022 due to the recent completion of the separation from Exelon, for purposes of determining the timeliness of nominations for our 2023 annual meeting of shareholders, the 2022 annual meeting of shareholders will be deemed to have been held on April 26, 2022. In addition, the notice must include information required under the bylaws, including: (a) information about the nominating shareholder, (b) information about the candidate that would be required to be included in a proxy statement under the rules of the SEC, (c) a representation as to whether the shareholder intends to deliver a proxy statement to the other shareholders of CEG Parent, and (d) the signed consent of the candidate to serve as a director, if elected. Under this procedure, any shareholder can nominate any number of candidates for director for election at the annual meeting, but the shareholder’s nominees will not be included in our proxy statement or form of proxy for the meeting.
Code of Conduct and Ethics
In connection with the completion of the separation from Exelon, our Board of Directors, on January 31, 2022, adopted a code of conduct and ethics (the “Code of Ethics”) that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Code of Ethics is available upon written request to our corporate secretary or on our website at www.ConstellationEnergy.com. If we amend or grant any waiver from a provision of our Code of Ethics that applies to our executive officers, we will publicly disclose such amendment or waiver on our website and as required by applicable law. The information contained on, or accessible from, our website is not part of this annual report by reference or otherwise.
Item 11. EXECUTIVE AND DIRECTOR COMPENSATION
Compensation Discussion & Analysis
As of December 31, 2021, CEG Parent and Constellation were wholly owned subsidiaries of Exelon Corporation and CEG Parent’s compensation committee had not yet been formed. All decisions regarding 2021 compensation of Constellation's and its subsidiaries’ named executive officers were made by the Compensation and Leadership Development Committee of the Exelon Board of Directors (referred to in this section as the “Exelon Compensation Committee”) if the executive previously served as an executive officer of Exelon, or otherwise by Exelon management. Following the distribution on February 1, 2022, the executive compensation programs, policies and practices for CEG Parent’s executive officers are subject to the review and approval of the Compensation Committee of CEG Parent’s Board of Directors (the “Company Compensation Committee”).
For purposes of this Compensation Discussion and Analysis and the following executive compensation tables, the individuals referred to as the “named executive officers” (“NEOs”) are Constellation’s principal executive officer, principal financial officer and the three most highly compensated executive officers of Constellation and its subsidiaries’ based on 2021 compensation. The compensation discussed in this section refers to legacy Exelon compensation plans.
The individuals determined to be our NEOs based on 2021 compensation are listed below. This information reflects positions and compensation during 2021 while we were held by Exelon and does not reflect the individuals who may be identified as NEOs by us in the future.
| Christopher Crane(a) | President and Chief Executive Officer, Exelon | ||||
| Joseph Dominguez(b) | President and Chief Executive Officer, Constellation | ||||
| Kenneth W. Cornew(a) | (Former) President and Chief Executive Officer, Constellation | ||||
| Daniel Eggers(c) | Executive Vice President and Chief Financial Officer, Constellation | ||||
| Bryan Wright | (Former) Senior Vice President and Chief Financial Officer, Constellation | ||||
| Bryan Hanson | Executive Vice President, Chief Generation Officer, Constellation | ||||
| James Mchugh | Executive Vice President, Chief Commercial Officer, Constellation | ||||
| David Rhoades | Senior Vice President, President and Chief Nuclear Officer |
(a)Mr. Crane was named principal executive officer of Constellation effective October 21, 2020. Mr. Cornew served as Senior Executive Vice President and Chief Commercial Officer, Exelon; President and Chief Executive Officer, Constellation through his departure on March 31, 2021.
(b)Mr. Dominguez was named as Executive Vice President and Chief Executive Officer of Constellation effective October 1, 2021.
(c)Mr. Eggers was named as Executive Vice President and Chief Financial Officer of Constellation effective October 1, 2021.
All NEOs have compensation that is structured in part like Exelon’s executive officers, based in part on overall Exelon goals as well as goals of Constellation and its subsidiaries. The Company NEOs participated in compensation programs designed to align their interests with the Company’s customers and other stakeholders.
For both the CEO and NEOs, a significant portion of their compensation is tied to the achievement of short-term and long-term financial and operational goals and is paid in the form of Exelon equity with all components except for salary being “at-risk.”
| CEO | All NEOs | |||||||||||||
| Base Salary | 10.5 | % | Base Salary | 20.3 | % | |||||||||
| Annual Incentive Plan (AIP) | 14.2 | % | Annual Incentive Plan (AIP) | 17.5 | % | |||||||||
| Long-Term Incentive Plan (LTIP) | 75.3 | % | Long-Term Incentive Plan (LTIP) | 55.0 | % | |||||||||
| Pay at Risk (AIP + LTIP) | 89.5 | % | Pay at Risk (AIP + LTIP) | 72.5 | % |
Executive Compensation Program Philosophy and Objectives
The goal of the executive compensation program is to retain and reward leaders who create long-term value by delivering on objectives that support strategic business objectives. Each element of total direct compensation is based on market data, the executive’s competencies and skills, scope of responsibilities, experience and performance, retention, succession planning and organizational structure of the business.
2021 Compensation Program Structure
The 2021 compensation program is summarized below. Primary compensation elements include fixed and variable components.
| Pay Element | Form | Shareholder Alignment | ||||||||||||
| Salary | Cash | a) Fixed income at competitive, market-based levels attracts and retains top talent. | ||||||||||||
| Annual Incentive Plans (“AIP”) | Cash | b) Motivates executives to achieve key annual financial and operational goals that reflect commitment to superior operations and supporting our customers and communities | ||||||||||||
| Long-Term Incentive Plan (“LTIP”) | Performance Shares (67% of LTIP) | c) Drives executive focus on long-term goals supporting utility growth, financial results, and capital stewardship d) Rewards relative achievement of financial goals and stock price compared to utility peers (“UTY”) over three-year period e) Aligns the interests of executives with stockholders by capping payouts if absolute TSR is negative for the prior 36-month period | ||||||||||||
| Restricted Stock (33% of LTIP) | f) Balances LTI portfolio providing executive with market competitive time-based award. |
2021 Base Salaries
Base salaries for 2021 were determined by the Exelon Compensation Committee for Messrs. Crane, Cornew and Hanson. The Exelon Compensation Committee also set the base salary for Messrs. Dominguez and Eggers following their promotion in October 2021. When evaluating whether to make any adjustments, the Exelon Compensation Committee considers a number of factors including the outcome of the annual merit review, results of the annual market assessment of executive compensation provided by the Exelon Compensation Committee’s independent compensation consultant, the need to retain experienced executives, individual performance, scope of responsibility, leadership skills and values, current compensation, internal equity, and legacy matters.
Base salaries for the remaining Constellation and subsidiary NEOs are set by the Exelon CEO. Base salaries may be adjusted (1) as part of the annual merit review or (2) based on a promotion or significant change in job scope. The Exelon CEO considers the results of the annual market assessment in addition to the following factors when contemplating a merit review: individual performance, scope of responsibility, leadership skills and values, current compensation, internal equity, and legacy matters.
In January 2021 as part of its annual merit review, the Exelon Compensation Committee recommended Mr. Crane’s base salary be increased by 1% based on the annual market assessment conducted by the independent compensation consultant, Meridian Compensation Partners, LLC. At the same time, the Exelon Compensation Committee approved a 3.6% increase in base salary for Mr. Hanson and 1% increase for Mr. McHugh. Mr. Crane approved a 1% increase in base salary for Mr. Wright. All other executives were held flat. Merit increases were effective March 1, 2021.
**2021 Annual Incentive Plan (AIP) Overview and Goal Set
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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table shows the ownership of our common stock as of February 15, 2022 by each Director and each executive officer, and for all Directors and executive officers as a group.
| Directors and Named Executive Officers | Beneficial Ownership of Common Stock**(a)(b)** | ||||
| Laurie Brlas | 12,992 | ||||
| Yves de Balmann | 92,949 | ||||
| Rhonda Ferguson | — | ||||
| Bradley Halverson | — | ||||
| Charles Harrington | — | ||||
| Julie Holzrichter | — | ||||
| Ashish Khandpur | — | ||||
| Robert Lawless | 111,448 | ||||
| John Richardson | 9,463 | ||||
| Joseph Dominguez | 121,532 | ||||
| Kathleen Barrón | 51,740 | ||||
| Matthew Bauer | 10,946 | ||||
| David Dardis | 24,837 | ||||
| Daniel Eggers | 30,341 | ||||
| Bryan Hanson | 103,494 | ||||
| Michael Koehler | 59,657 | ||||
| James McHugh | 87,882 | ||||
| Directors & Executive Officers as a group (17 people) | 717,281 |
(a)Includes any shares as to which the individual has sole or shared voting or investment power, Directors’ deferred stock units, officers’ RSUs and deferred shares held in the Stock Deferral Plan, and Directors’ and officers’ phantom shares held in a non-qualified deferred compensation plan which will be settled in cash on a 1 for 1 basis upon retirement or termination.
(b)Total share interest of Directors and executive officers, both individually and as a group, represents less than 1% of the outstanding shares of our common stock.
Shown in the table below are those owners who are believed by the Company to hold more than 5% of the outstanding common stock. This information is based on the most recent Schedule 13G (or Schedule 13G/A) filed with the SEC by the following investors with respect to their ownership of Exelon common stock as of December 31, 2021, and adjusted by the distribution ratio of one share of our common stock for every three shares of Exelon used in the separation transaction from Exelon:
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BlackRock, Inc. filed on February 3, 2022;
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Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP jointly filed on February 4, 2022;
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The Vanguard Group filed on February 9, 2022;
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Capital International Investors filed on February 11, 2022; and
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State Street Corporation filed on February 14, 2022
| Name and Address of Beneficial Owner | Shares Beneficially Owned | Percentage of Class | |||||||||
| The Vanguard Group**(a)** 100 Vanguard Blvd., Malvern, PA 19355 | 28,165,735 | 8.65 | % | ||||||||
| Wellington Management Group LLP**(b)** Wellington Group Holdings LLP Wellington Investment Advisors Holdings LLP c/o Wellington Management Company LLP 280 Congress Street, Boston, MA 02210 | 25,856,455 | 7.94 | % | ||||||||
| BlackRock, Inc.****(c) 55 East 52nd Street, New York, NY 10055 | 25,125,470 | 7.70 | % | ||||||||
| Capital International Investors**(d)** 333 South Hope Street, 55th Fl, Los Angeles, CA 90071 | 20,222,555 | 6.20 | % | ||||||||
| State Street Corporation**(e)** State Street Financial Center One Lincoln Street, Boston, MA 02111 | 20,057,276 | 6.16 | % |
(a)The Vanguard Group disclosed in its Schedule 13G/A that it has shared voting power over 499,252 shares, sole dispositive power over 26,864,925 shares, and shared dispositive power over 1,300,811 shares, adjusted in each case after applying the distribution ratio of one share of our common stock for each three shares of Exelon common stock.
(b)Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP disclosed in their Schedule 13G/A that they have shared voting power over 24,970,079 shares and shared dispositive power over 25,856,455 shares, adjusted in each case after applying the distribution ratio of one share of our common stock for each three shares of Exelon common stock.
(c)BlackRock, Inc. disclosed in its Schedule 13G/A that it has sole power to vote or to direct the vote of 22,039,266 shares and sole power to dispose or direct the disposition of 25,720,619 shares, adjusted in each case after applying the distribution ratio of one share of our common stock for each three shares of Exelon common stock.
(d)Capital International Investors disclosed in its Schedule 13G that it has sole voting power over 20,217,549 shares and sole dispositive power over 20,222,555 shares, adjusted in each case after applying the distribution ratio of one share of our common stock for each three shares of Exelon common stock.
(e)State Street Corporation disclosed in its Schedule 13G that it has shared voting power over 15,899,278 shares and shared dispositive power over 20,043,308 shares, adjusted in each case after applying the distribution ratio of one share of our common stock for each three shares of Exelon common stock.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Related Person Transactions
We have adopted a written policy on the review, approval or ratification of transactions with related persons, which is overseen by the Corporate Governance Committee and is available on our website. The policy provides that the Committee or the Committee chair will review any proposed, existing, or completed transactions in which the amount involved exceeds $120,000 and in which any related person had, has, or will have a direct or indirect material interest. In general, related persons are directors and executive officers and their immediate family members, as well as stockholders beneficially owning 5% or more of our outstanding stock as defined in SEC rules. Our General Counsel reviews relevant information on transactions, arrangements, and relationships disclosed and makes a determination as to the existence of a related person transaction as defined by SEC rules and the policy. Related person transactions that are in, or not inconsistent with, the best interests of the Company are approved by the Corporate Governance Committee and reported to the Board. Related person transactions are disclosed in accordance with applicable SEC and other regulatory requirements.
There were no related person transactions identified for 2021.
Director Independence
Our Board of Directors has determined that all non-employee directors who serve on the Board are independent according to applicable law and the listing standards of The Nasdaq Stock Market, as incorporated into the Independence Standards for Directors in our Corporate Governance Principles. The Board also determined that the members of the Audit and Risk Committee, Compensation Committee, and Corporate Governance
Committee are independent within the meaning of applicable laws, Nasdaq governance requirements, and the Independence Standards for Directors.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Pursuant to the Audit and Risk Committee’s pre-approval policy, the Committee pre-approves all audit and non-audit services to be provided by the independent auditor taking into account the nature, scope, and projected fees of each service as well any potential implications for auditor independence. The policy specifically sets forth services that the independent auditor is prohibited from performing by applicable law or regulation. Further, the Audit and Risk Committee may prohibit other services that in its view may compromise, or appear to compromise, the independence and objectivity of the independent auditor. Predictable and recurring audit and permitted non-audit services will be considered for pre-approval by the Audit and Risk Committee on an annual basis.
For any services not covered by these initial pre-approvals, the Audit and Risk Committee has delegated authority to the Committee Chair to pre-approve any audit or permitted non-audit service with fees in amounts less than $500,000. Services with fees exceeding $500,000 require full Committee pre-approval. The Audit and Risk Committee receives quarterly reports on the actual services provided by and fees incurred with the independent auditor. No services were provided pursuant to the de minimis exception to the pre-approval requirements contained in the SEC’s rules.
Since we were a wholly owned subsidiary of Exelon as of December 31, 2021, for 2021 the Exelon Audit Committee reviewed the PricewaterhouseCoopers 2021 Audit Plan and proposed fees and concluded that the scope of audit was appropriate, and the proposed fees were reasonable. The following table presents the fees for professional services rendered by PricewaterhouseCoopers LLP for the audit of Constellation’s annual financial statements for the years ended December 31, 2021 and December 31, 2020, and fees billed for other services provided during those periods. These fees include an allocation of amounts billed directly to Exelon. The fees include amounts related to the year indicated, which may differ from amounts billed.
| Year Ended December 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Audit fees(a) | $ | 10,788 | $ | 12,236 | |||||||
| Audit related fees(b) | 1,080 | 925 | |||||||||
| Tax fees(c) | 648 | 416 | |||||||||
| All other fees(d) | 86 | 16 | |||||||||
| Total | $ | 12,602 | $ | 13,593 |
(a)Audit fees include financial statement audits and reviews under statutory or regulatory requirements and services that generally only the auditor reasonably can provide, including SEC financial statement audits and reviews, review of documents filed with the SEC, issuance of comfort letters and consents for debt issuances and other attest services required by statute or regulation.
(b)Audit related fees consist of assurance and related services that are traditionally performed by the principal auditor and are reasonably related to the performance of the audit or review of the financial statements or other assurance services to comply with contractual requirements, financial accounting, or reporting and control consultations.
(c)Tax fees consist of tax compliance, planning and advice services, including tax return preparation, refund claims, tax payment planning, assistance with tax audits and appeals, advice related to mergers and acquisitions and transactions, or requests for rulings or technical advice from tax authorities.
(d)All other fees consist of system implementation quality assurance services and accounting research software license cost.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)The following documents are filed as a part of this report:
Constellation Energy Generation, LLC and Subsidiary Companies
| (i) | Financial Statements (Item 8): | |||||||
| Report of Independent Registered Public Accounting Firm dated February 25, 2022 of PricewaterhouseCoopers LLP (PCAOB ID 238) | ||||||||
| Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2021, 2020, and 2019 | ||||||||
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020, and 2019 | ||||||||
| Consolidated Balance Sheets at December 31, 2021 and 2020 | ||||||||
| Consolidated Statements of Changes in Equity for the Years Ended December 31, 2021, 2020, and 2019 | ||||||||
| Notes to Consolidated Financial Statements | ||||||||
| (ii) | Financial Statement Schedule: | |||||||
| Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2021, 2020, and 2019 | ||||||||
| Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto |
Constellation Energy Generation, LLC and Subsidiary Companies
Schedule II – Valuation and Qualifying Accounts
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||||||||||||||
| Additions and adjustments | ||||||||||||||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||
| For the year ended December 31, 2021 | ||||||||||||||||||||||||||||||||
| Allowance for credit losses | $ | 32 | $ | 34 | $ | — | $ | 7 | (a) | $ | 59 | |||||||||||||||||||||
| Deferred tax valuation allowance | 23 | — | (1) | — | 22 | |||||||||||||||||||||||||||
| Reserve for obsolete materials | 265 | (6) | (2) | 7 | 250 | |||||||||||||||||||||||||||
| For the year ended December 31, 2020 | ||||||||||||||||||||||||||||||||
| Allowance for credit losses | $ | 81 | $ | 12 | $ | (56) | (b) | $ | 5 | (a) | $ | 32 | ||||||||||||||||||||
| Deferred tax valuation allowance | 24 | — | (1) | — | 23 | |||||||||||||||||||||||||||
| Reserve for obsolete materials | 143 | 123 | (c) | (1) | — | 265 | ||||||||||||||||||||||||||
| For the year ended December 31, 2019 | ||||||||||||||||||||||||||||||||
| Allowance for credit losses | $ | 104 | $ | 27 | $ | (11) | $ | 39 | (a) | $ | 81 | |||||||||||||||||||||
| Deferred tax valuation allowance | 26 | — | (2) | — | 24 | |||||||||||||||||||||||||||
| Reserve for obsolete materials | 145 | — | — | 2 | 143 |
(a)Write-offs, net of recoveries of individual accounts receivable.
(b)Reflects the sale of customer accounts receivable in the second quarter of 2020. See Note 6—Accounts Receivable of the Notes to Consolidated Financial Statements for additional information.
(c)Primarily reflects expense resulting from materials and supplies inventory reserve adjustments as a result of the decision to early retire Byron, Dresden, and Mystic 8 and 9. See Note 7—Early Plant Retirements of the Notes to Consolidated Financial Statements for additional information.
Exhibits required by Item 601 of Regulation S-K:
Certain of the following exhibits are incorporated herein by reference under Rule 12b-32 of the Securities and Exchange Act of 1934, as amended. Certain other instruments which would otherwise be required to be listed below have not been so listed because such instruments do not authorize securities in an amount which exceeds 10% of the total assets of the applicable registrant and its subsidiaries on a consolidated basis and the relevant registrant agrees to furnish a copy of any such instrument to the Commission upon request.
| Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as to the Annual Report on Form 10-K for the year ended December 31, 2021 filed by the following officers for the following registrants: | |||||
| Exhibit No. | Description | ||||
| 31-1 | Filed by Joseph Dominguez for Constellation Energy Corporation | ||||
| 31-2 | Filed by Daniel L. Eggers for Constellation Energy Corporation | ||||
| 31-3 | Filed by Joseph Dominguez for Constellation Energy Generation, LLC | ||||
| 31-4 | Filed by Daniel L. Eggers for Constellation Energy Generation, LLC | ||||
| Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code as to the Annual Report on Form 10-K for the year ended December 31, 2021 filed by the following officers for the following registrants: | |||||
| Exhibit No. | Description | ||||
| 32-1 | Filed by Joseph Dominguez for Constellation Energy Corporation | ||||
| 32-2 | Filed by Daniel L. Eggers for Constellation Energy Corporation | ||||
| 32-3 | Filed by Joseph Dominguez for Constellation Energy Generation, LLC | ||||
| 32-4 | Filed by Daniel L. Eggers for Constellation Energy Generation, LLC | ||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||
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| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Filed herewith.
Item 16. FORM 10-K SUMMARY
We may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include such summary information.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore and State of Maryland on the 25th day of February, 2022.
| CONSTELLATION ENERGY CORPORATION | |||||||||||
| By: | /s/ JOSEPH DOMINGUEZ | ||||||||||
| Name: | Joseph Dominguez | ||||||||||
| Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 25th day of February, 2022.
| Signature | Title | |||||||
| /s/ JOSEPH DOMINGUEZ | President and Chief Executive Officer (Principal Executive Officer) | |||||||
| Joseph Dominguez | ||||||||
| /s/ DANIEL L. EGGERS | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||
| Daniel L. Eggers | ||||||||
| /s/ MATTHEW N. BAUER | Senior Vice President and Controller (Principal Accounting Officer) | |||||||
| Matthew N. Bauer |
This annual report has also been signed below by David Dardis, Attorney-in-Fact, on behalf of the following Directors on the date indicated:
| Laurie Brlas | Julie Holzrichter | |||||||
| Yves C. de Balmann | Ashish Khandpur | |||||||
| Rhonda Ferguson | Robert Lawless | |||||||
| Bradley Halverson | John Richardson | |||||||
| Charles Harrington |
| By: | /s/ DAVID DARDIS | February 25, 2022 | ||||||||||||
| Name: | David Dardis |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore and State of Maryland on the 25th day of February, 2022.
| CONSTELLATION ENERGY GENERATION, LLC | |||||||||||
| By: | /s/ JOSEPH DOMINGUEZ | ||||||||||
| Name: | Joseph Dominguez | ||||||||||
| Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 25th day of February, 2022.
| Signature | Title | |||||||
| /s/ JOSEPH DOMINGUEZ | President and Chief Executive Officer (Principal Executive Officer) | |||||||
| Joseph Dominguez | ||||||||
| /s/ DANIEL L. EGGERS | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||
| Daniel L. Eggers | ||||||||
| /s/ MATTHEW N. BAUER | Senior Vice President and Controller (Principal Accounting Officer) | |||||||
| Matthew N. Bauer |