Constellation Energy (CEG) 10-K risk factor changes: FY2024 vs FY2023

- the impacts of [removed: on-going] [added: ongoing] competition, and

- the safe, secure and effective operation of our nuclear facilities and the ability to effectively manage the associated decommissioning obligations, [removed: and]

- [removed: physical] [added: physical, cybersecurity,] and [removed: cybersecurity] [added: third-party reliability] risks for us as an owner-operator of generation facilities and as a participant in commodities [removed: trading.][added: trading,]

We are exposed to price volatility associated with both the wholesale and retail power markets and the procurement of nuclear fuel, natural [removed: gas] [added: gas,] and oil.

Thus, the market price of power is affected by the market price of the marginal [removed: fuel] [added: fuel, in particular the price of natural gas,] used to generate the electricity unit.

Cost and Availability of Fuel. We depend on nuclear fuel, natural [removed: gas] [added: gas,] and oil to operate most of our generating facilities.

The supply markets for nuclear fuel, natural [removed: gas] [added: gas,] and oil are subject to price fluctuations, [removed: availability restrictions, counterparty default, and geopolitical risk, including the current Russia and Ukraine conflict and the potential for additional United States sanctions against Russia.]

The cycle of production and utilization of nuclear fuel is complex, and we engage a diverse set of suppliers to [removed: ensure we can] secure the nuclear fuel needed to continue to operate our nuclear fleet long-term.

BUSINESS – Price and Supply Risk Management and [removed: See] ITEM 7A.

In addition, in some markets, the supply of electricity can exceed demand during some hours of the day, resulting in loss of revenue for [removed: base-load] [added: baseload] generating plants such as our nuclear plants.

If inflation rates [removed: continue to] rise or [removed: remain] [added: become] elevated for a sustained period, they could have a material adverse effect on our business, financial condition, results of operations and liquidity.

We are potentially affected by emerging technologies that [removed: could] [added: could,] over [removed: time] [added: time,] affect or transform the energy industry.

[removed: Advancements in power generation technology, including] [added: For instance,] commercial and residential solar generation [removed: installations and commercial micro turbine] installations, [added: energy storage improvements that include batteries and fuel cells, and other emerging technologies] are improving the cost-effectiveness of customer self-supply of electricity.

Each of these factors could affect our consolidated financial statements through, among other things, reduced operating revenues, increased operating and maintenance expenses, increased capital [added: expenditures, and potential asset impairment charges or accelerated depreciation and decommissioning expenses over shortened remaining asset useful lives.]

See Note 10 — Asset Retirement Obligations and Note [removed: 15] [added: 14] — Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additional information.

In addition, we have exposure to worldwide financial markets, including Europe, [removed: Canada] [added: Canada,] and Asia.

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 37%, 12%,] [added: 35%, 11%,] and [removed: 17%] [added: 20%] of our available credit facilities were with European, [removed: Canadian] [added: Canadian,] and Asian banks, respectively.

[removed: See ITEM 7.MANAGEMENT'S] [added: MANAGEMENT'S] DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Liquidity and Capital Resources – Credit Matters and Cash Requirements – Security Ratings and Note [removed: 16] [added: 15] — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding the potential impacts of credit downgrades on our cash flows.

Failure to meet those arrangements could give rise to a project-specific financing default which, if not cured or waived, could result in the specific project being required to repay the associated debt or other borrowings earlier than otherwise anticipated, and if such repayment were not made, the lenders or security holders would generally have broad remedies, including rights to foreclose against the project assets and related collateral or to force our subsidiaries in the project-specific financings to enter [removed: into] bankruptcy proceedings.

See Note [removed: 17] [added: 16] — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information.

The impacts of significant economic downturns on our retail customers, such as less demand for [added: the] products and services provided by [added: our] C&I customers, could result in an increase in the number of uncollectible customer balances and related expense.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK and Note [removed: 16] [added: 15] — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on our credit risk.

Extreme weather conditions or storms [removed: have affected] [added: could affect] the availability of generation and [removed: its transmission,] [added: the transmission of electricity,] limiting our ability to source [added: electricity] or [removed: send power to where] [added: transmit] it [removed: is sold, and have also impaired the transportation of natural gas] to our [removed: generating assets and our ability to supply natural gas to our] customers.

[removed: Climate change] [added: Weather] projections suggest increases to summer temperature and humidity trends, as well as more erratic precipitation and storm patterns over the long term in the areas where we have generation assets.

See Note [removed: 19] [added: 18] — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.

In addition, we have a material goodwill balance as of December 31, [removed: 2023.][added: 2024.]

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Critical Accounting Policies and Estimates, Note 1 — Basis of Presentation, Note 8 — Property, Plant, and Equipment, [removed: Note 12 — Asset Impairments,] and Note [removed: 13] [added: 12] — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information on long-lived asset impairments.

In the bilateral markets, we are exposed to the risk that counterparties that owe us money or are obligated to purchase energy or fuel from [removed: us,] [added: us] will not perform under their obligations for operational or financial reasons.

In the spot markets, we are exposed to risk as a result of default sharing [added: mechanisms that exist within certain markets, primarily RTOs and ISOs.]

In addition, our retail sales subject us to credit risk through competitive electricity and natural gas supply activities to serve C&I companies, governmental [removed: entities] [added: entities,] and residential customers.

See Note [removed: 19] [added: 18] — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information [removed: on the February 2021 extreme cold weather event and Texas-based generating asset outages.][added: of nuclear insurance.]

Our future results of operations are impacted by (1) FERC’s and PJM's level of support for policies that favor the preservation of competitive wholesale power [removed: markets and] [added: markets,] recognize the value of [removed: carbon-free] [added: emissions-free] electricity and [removed: resiliency and for] [added: resiliency, complement] states' energy objectives and policies and (2) the absence of material changes to market structures that would limit or otherwise negatively affect us.

Our consolidated financial statements are significantly affected by our sales and purchases of commodities at market-based rates, as opposed to cost-based or other similarly regulated rates, and federal and state regulatory and legislative developments related to emissions, climate change, capacity market mitigation, energy price information, resilience, fuel [removed: diversity] [added: diversity,] and RPS.

The PTC benefiting existing nuclear plants included in the IRA (starting January 1, 2024) continues to be the subject of additional guidance issued from the U.S. Treasury and IRS, which may negatively impact the amount of benefits we ultimately [removed: receive with respect to some of our units.][added: receive.]

See Note 3 — Regulatory Matters [removed: and Note 7 — Early Plant Retirements] of the Combined Notes to Consolidated Financial Statements for additional [removed: information.][added: information on the nuclear PTC.]

The approval of a national repository for the storage of SNF and the timing of that facility [removed: opening,][added: opening will significantly affect the costs associated with storage of SNF and the ultimate amounts received from the DOE to reimburse us for these costs.]

BUSINESS – Environmental Matters and Regulation and Note [removed: 19] [added: 18] — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.

FERC has the exclusive authority to license most non-federal hydropower projects located on navigable waterways, federal [removed: lands] [added: lands,] or connected to the interstate electric grid.

[added: Similar] effects could result from a change in the Federal Power Act or the applicable regulations due to events at hydroelectric facilities owned by others, as well as those owned by us.

These tax obligations include income, real estate, sales and [removed: use] [added: use,] and employment-related taxes and ongoing appeal issues related to these tax matters.

- the price and availability of fuels,

- ability to attract and retain an appropriately qualified workforce, and

- acquisitions or investments in new business initiatives and new markets.

Risks related to the proposed acquisition of Calpine primarily include:

- challenges in satisfying conditions, obtaining regulatory approvals, and potential delays or abandonment of the merger agreement,

- no assurance of the dividends at the current rate post-acquisition, reduced ownership and voting power for current shareholders, and potential dilution to earnings per share and significant transaction costs,

- integration challenges including the complex, costly and time-consuming integration process with potential unknown liabilities, and the possible loss of key employees and customers, and

- legal and regulatory risks such as potential lawsuits and substantial costs, as well as valuation risk, which could negatively impact future operating results.

availability restrictions, tariffs, counterparty default, and geopolitical risk, including the ongoing Russia and Ukraine conflict which has yielded sanctions and legislation by the United States, United Kingdom, European Union, and Canada impacting the exports and imports of Russian nuclear fuel.

An example of such sanctions includes the "Prohibiting Russian Uranium Imports Act" which bans the import of low-enriched uranium into the U.S. that is produced in Russia or by Russian entities, absent a waiver from the DOE.

Advancements in both distributed and utility-scale power generation technology could impact market prices and demand size and behaviors.

Advancements in nuclear technology, carbon capture sequestration, storage and advanced geothermal may contribute to a substantial increase in the supply of clean, reliable baseload power, impacting market prices.

Carbon sequestration technology may also allow for gas generation to continue to be a viable source of clean electricity and provide for future growth of clean gas-powered generation.

It could also impair our ability to transport natural

gas to our generating assets and our ability to supply natural gas to our customers.

In addition, the duration of the PTC program, the value of the PTC, and/or the existence of the PTC could be affected by legislative action and may have significant adverse effects on our financial performance depending on the future gross receipts received by our nuclear units.

As such, we have well-developed response and recovery programs based on historical weather events and patterns.

electric system.

Similarly, we cannot guarantee uninterrupted availability of third-party managed systems that may be affected by factors unrelated to cybersecurity incidents.

generating units.

See ITEM 7.

In 2024 we announced the planned restart of our Crane nuclear generation facility which will require hiring skilled employees to restart and operate the plant.

Our ability to source qualified employees will impact the timing and cost of the restart.

If we are unable to source the necessary workforce it could result in unfavorable financial results and/or a delay to Crane's restart.

All these

We are actively pursuing the restart of our Crane nuclear generation facility.

The restart is estimated to cost $1.6 billion and is subject to certain regulatory approvals, including the NRC comprehensive safety and environmental review, as well as permits from relevant state and local agencies.

Additionally, through separate requests, we will pursue obtaining a renewed license to operate the plant and a FERC interconnection agreement.

Failure to obtain the necessary approvals could result in the impairment of amounts capitalized.

The restart is a complex undertaking including procuring or restoring specialized components on a critical timeline.

Failure to meet contractual timelines could result in significant penalties.

Overages in costs or unforeseen issues could result in lower than planned returns on the investment.

Risks Related to the Proposed Acquisition of Calpine

We may encounter difficulties in satisfying the conditions for the completion of the Merger Agreement, including obtaining the necessary regulatory approvals, within the expected time frame or at all.

Such challenges could delay the completion of the merger or impose conditions that could cause abandonment of the Merger Agreement.

Consummation of the merger is subject to the satisfaction or waiver of specified closing conditions, including: (1) the receipt of regulatory approvals required to consummate the Merger Agreement; (2) the expiration or termination of the applicable waiting period under the HSR Act; and (3) other customary closing conditions.

Completion of the merger is conditioned upon the receipt of consents, orders, approvals or clearances, to the extent required, from various regulatory authorities, including DOJ, FERC, and public utility commissions or similar entities in certain states in which the companies operate.

We cannot provide assurance that all required regulatory approvals will be obtained or that these approvals will not contain terms, conditions or restrictions that would be unacceptable and, accordingly, the merger may be delayed or may not be consummated.

In connection with the required regulatory approvals and to prevent market power concerns, we are expecting to sell certain of the combined company’s PJM natural-gas-fired generating assets following the closing of the merger.

The Merger Agreement generally permits us to terminate the Merger Agreement if the final terms of any of the required regulatory consents or approvals include any Burdensome Condition (as defined in the Merger Agreement).

- the price of fuels, in particular the price of natural gas, which affects power prices,

Risks related to our separation from Exelon primarily include:

- replicate certain services provided by Exelon (e.g., information technology), which will require additional resources and expense, and

- performance by Exelon and us under the transaction agreements, including indemnification responsibilities tied to the allocation of businesses and liabilities.

Conversely, new demand sources such as electrification of transportation could increase demand and change demand patterns.

Improvements in energy storage technology, including batteries and fuel cells, could also better position customers to meet their around-the-clock electricity requirements.

Changes in power generation, storage, and use technologies could have significant effects on customer behaviors and their energy consumption.

expenditures, and potential asset impairment charges or accelerated depreciation and decommissioning expenses over shortened remaining asset useful lives.

Changes in demographics, including increased numbers of retirements or changes in life expectancy assumptions or changes to Social Security or Medicare eligibility requirements could also increase the costs and funding requirements of the obligations related to the pension and OPEB plans.

Beginning on February 15, 2021, our Texas-based generating assets within the ERCOT market, specifically Colorado Bend II, Wolf Hollow II, and Handley, experienced periodic outages as a result of historically severe cold weather conditions.

As a result of this weather event, we incurred a loss of approximately $800 million for the year ended December 31, 2021.

mechanisms that exist within certain markets, primarily RTOs and ISOs.

will significantly affect the costs associated with storage of SNF and the ultimate amounts received from the DOE to reimburse us for these costs.

Similar

To the extent additional GHG reduction regulation or legislation becomes

For the year ended December 31, 2021, a pre-tax charge of $193 million was recorded in the Consolidated Statement of Operations and Comprehensive Income for decommissioning-related activities that were not offset for the Byron units due to contractual offset being temporarily suspended.

See Note 7 — Early Plant Retirements and Note 10 — Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information.

continuous availability of our commercial and generation operations.

Such initiatives could involve significant risks and uncertainties, including distraction of

Risks Related to Our Separation from Exelon

The terms in our agreements with Exelon could be less beneficial than the terms we may have otherwise received from unaffiliated third parties.

The agreements entered with Exelon in connection with the separation, including the separation agreement, a tax matters agreement, an employee matters agreement, and a transition services agreement, were prepared in the context of the separation while we were still a wholly owned subsidiary of Exelon.

Accordingly, during the period in which the terms of those agreements were prepared, we did not have an independent Board of Directors or a management team that was independent of Exelon.

As a result, the terms of those agreements may not reflect terms that would have resulted from negotiations between unaffiliated third parties.

Exelon may fail to perform under various transaction agreements that were executed as part of the separation, which could cause us to incur expenses or losses we would not otherwise incur.

In connection with the separation and prior to the distribution, we and Exelon entered into the separation agreement and entered into various other agreements, including a tax matters agreement, an employee matters agreement, and a transition services agreement.

The separation agreement, the tax matters agreement and the employee matters agreement determined the allocation of assets and liabilities between the companies following the separation for those respective areas and include any necessary indemnifications related to liabilities and obligations.

We will rely on Exelon to satisfy its performance and payment obligations under these agreements.

If Exelon is unable or unwilling to satisfy its obligations under these agreements, including its indemnification obligations, we could incur operational difficulties and/or losses.

In connection with the separation into two public companies, we and Exelon indemnified each other for certain liabilities.

If we are required to pay under these indemnities to Exelon, our financial results could be negatively impacted.

The Exelon indemnities may not be sufficient to hold us harmless from the full amount of liabilities for which Exelon will be allocated responsibility, and Exelon may not be able to satisfy its indemnification obligations in the future.

Pursuant to the separation agreement and certain other agreements between Exelon and us, each party will agree to indemnify the other for certain liabilities, in each case for uncapped amounts.

Indemnities that we may be required to provide Exelon are not subject to any cap, may be significant and could negatively impact our business.

Third parties could also seek to hold us responsible for any of the liabilities that Exelon has agreed to retain.

Any amounts we are required to pay pursuant to these indemnification obligations and other liabilities could require us to divert cash that would otherwise have been used in furtherance of our operating business.

Further, the indemnities from Exelon for our benefit may not be sufficient to protect us against the full amount of such liabilities, and Exelon may not be able to fully satisfy its indemnification obligations.

Moreover, even if we ultimately succeed in recovering from Exelon any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves.

Each of these risks could negatively affect our business, results of operations and financial condition.

We may fail to have necessary systems and services in place when certain of the transaction agreements expire.

We are a [removed: supplier] [added: producer] of carbon-free [removed: energy.][added: energy and a supplier of energy products and services.]

Our generating capacity [added: includes] primarily [removed: consists of] nuclear, wind, solar, natural [removed: gas] [added: 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, [removed: industrial, governmental, and residential customers in competitive markets across multiple geographic regions.]

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations summarizes results for the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022.][added: 2023.]

For discussion of the year ended December 31, [removed: 2022][added: 2023 compared to the year ended December 31, 2022, refer to ITEM 7.]

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the [removed: 2022] [added: 2023] Form 10-K, which was filed with the SEC on February [removed: 16, 2023.][added: 27, 2024.]

See Note [removed: 20] [added: 19] — Shareholders' Equity of the Combined Notes to [removed: the] Consolidated Financial Statements for additional [removed: information on completed and authorized share buybacks.][added: information.]

See Note [removed: 1] [added: 6] — [removed: Basis of Presentation] [added: Government Assistance] of the Combined Notes to Consolidated Financial Statements for additional information.

See Note [removed: 20] [added: 19] — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information.

This acquisition is complementary to and [removed: aligned] [added: aligns] strategically with our existing [removed: clean energy] business [removed: operations.][added: operations and provides both increased scale and meaningful market diversification.]

See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to [removed: the] Consolidated Financial Statements for additional [removed: information on this acquisition.][added: information.]

[removed: Revenue Recognized] [added: - Lower revenue recognized] for [removed: Illinois] ZECs [removed: Delivered] [added: delivered under the Illinois ZEC program] in [removed: Prior Planning Years][added: prior planning years.]

See Note [removed: 4] [added: 15] — [removed: Revenue from Contracts with Customers] [added: Derivative Financial Instruments] of the Combined Notes to [removed: the] Consolidated Financial Statements for additional information on [removed: this acquisition.][added: collateral.]

We are closely monitoring developments of the [added: ongoing] Russia and Ukraine [removed: conflict] [added: conflict,] including United States, United Kingdom, European Union, and Canadian sanctions, and [removed: pending] legislation that may impact exports and imports of Russian nuclear fuel supply and enrichment activities, as well as the potential for Russia to limit [removed: energy] [added: fuel] deliveries.

We work with a diverse set of domestic and international suppliers years in advance to procure our nuclear fuel [removed: and generally have enough nuclear fuel] to support [removed: all] our refueling needs [removed: for multiple years] regardless of [removed: sanctions.][added: the risk to Russian nuclear fuel supply.]

The AROs associated with decommissioning our nuclear units were [removed: $13.9] [added: $12.2] billion at December 31, [removed: 2023.][added: 2024.]

[removed: As a result of nuclear plant retirements in] [added: Over] the [removed: industry, in recent years,] [added: past decade,] nuclear operators and third-party service providers [removed: are obtaining] [added: have continued to obtain] more information about costs associated with decommissioning activities.

In addition, [removed: as more nuclear plants are retired,] [added: over time,] it is possible that technological advances will be identified that could create efficiencies and lead to a reduction in decommissioning costs.

The nuclear decommissioning obligation is adjusted on a regular basis due to the passage of time and revisions to the key assumptions for the expected timing and/or estimated amounts of the future undiscounted cash flows [removed: required to decommission the nuclear plants, based upon the following methodologies and significant estimates and assumptions:]

The assumed decommissioning scenarios generally include the following three alternatives: (1) DECON, which assumes major decommissioning activities begin shortly after the cessation of operation, (2) Shortened SAFSTOR, which generally assumes a 30-year delay prior to onset of major decommissioning activities, and (3) SAFSTOR, which assumes the nuclear facility is placed and maintained in such condition during [removed: decommissioning] [added: decommissioning,] so that the nuclear facility can be safely stored and subsequently decontaminated within 60 years after cessation of operations.

The plant shutdown timing scenarios consider four alternatives: (1) the probability of early plant retirement, (2) the probability of operating through the original 40-year nuclear license term, (3) the probability of operating through an initial 20-year license renewal term, and (4) the probability of a [removed: second,] [added: second] 20-year license renewal term.

We currently assume DOE will begin accepting SNF from the industry in [removed: 2035.][added: 2040.]

For additional information regarding SNF, see Note [removed: 19] [added: 18] — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.

Any decrease in the estimated undiscounted future cash flows relating to the ARO are treated as a modification of an existing ARO cost layer and, therefore, are measured using the average historical CARFR rates used in creating the initial ARO cost [added: layers.]

If all our future nominal cash flows associated with the ARO were to be discounted at the current prevailing CARFR, the obligation would decrease from approximately [removed: $13.9] [added: $12.2] billion to approximately [removed: $11.3] [added: $11.2] billion.

| Change in the CARFR applied to the annual ARO update | | | Increase (Decrease) to ARO as of December 31, [removed: 2023] [added: 2024] | | |

| [removed: 2022] [added: 2023] CARFR rather than the [removed: 2023] [added: 2024] CARFR | | | $ | [removed: 520] [added: (300)] | |

| [removed: 2023] [added: 2024] CARFR increased by 50 basis points | | | [removed: (290)] [added: (790)] | | |

| [removed: 2023] [added: 2024] CARFR decreased by 50 basis points | | | [removed: 350] [added: 990] | | |

| Change in ARO Assumption | | | Increase (Decrease) to ARO as of December 31, [removed: 2023] [added: 2024] | | |

| Uniform increase in escalation rates of 50 basis points | | | $ | [removed: 1,860] [added: 2,290] | |

| Increase the likelihood of the DECON scenario by 10 percent and decrease the likelihood of the SAFSTOR scenario by 10 percent(a) | | | [removed: 140] [added: 130] | | |

| Shorten each unit's probability-weighted operating life assumption by 10 percent(b) | | | [removed: 220] [added: 430] | | |

| Extend the estimated date for DOE acceptance of SNF to [removed: 2040] [added: 2045] | | | [removed: (80)] [added: (40)] | | |

Changes to these estimates and assumptions could result in material changes to the fair value of assets and liabilities as of [added: the] acquisition date.

The difference between the purchase price amount and the net fair value of assets acquired and liabilities assumed is recognized as goodwill on the balance sheet if the purchase price exceeds the estimated net fair [removed: value] [added: value,] or as a bargain purchase gain on the income statement if the purchase price is less than the estimated net fair value.

Goodwill is not amortized, instead it is subject to an impairment assessment at least annually to consider whether the [added: reporting unit fair value is more likely than not less than the carrying amount.]

See Note 1 — Basis of Presentation, Note 2 — Mergers, Acquisitions, and Dispositions, and Note [removed: 13] [added: 12] — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information.

We [removed: are required to] perform an assessment for impairment of goodwill at least annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting units below their carrying amount.

See Note [removed: 13] [added: 12] — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information.

industrial, public sector, and residential customers in markets across multiple geographic regions.

Proposed Acquisition of Calpine Corporation

On January 10, 2025, we entered an agreement and plan of merger (Merger Agreement) with Calpine Corporation (Calpine) under which we will acquire all the outstanding equity interests of Calpine in a cash and stock transaction.

Calpine owns and operates a generation fleet of natural gas, geothermal, battery storage, and solar assets with over 27 GWs of generation capacity, in addition to a competitive retail electric supplier platform serving approximately 2.5 million customers with 60 TWhs of load annually.

We will couple the largest producer of clean, carbon-free energy with the reliable, dispatchable natural gas assets of Calpine, and also create the nation’s leading competitive retail electric supplier, providing increased scale, diversification and complementary capabilities that will enable us to meet growing demand with a broader array of energy and sustainability products.

The addition of Calpine will strengthen our essential role in providing clean, reliable, and affordable energy as the nation seeks to transition to a more sustainable future, and will better position us to pursue investments in new and existing technologies to meet growing demand.

Completion of the transaction is conditioned upon review of the transaction by the DOJ, and approval by the FERC, NYPSC, and PUCT, in addition to other regulatory bodies, and is also subject to other customary closing conditions.

Crane Clean Energy Center

During the third quarter of 2024, we executed a 20-year PPA with Microsoft that will support the restart of Three Mile Island Unit 1, renamed as the Crane Clean Energy Center, which was retired in 2019 for economic reasons.

Under the agreement, Microsoft will purchase the output generated from the renewed plant as part of its goal to help power its data centers in PJM with clean energy.

We expect Crane will also be eligible for the technology-neutral clean electricity PTC (45Y) provided for by the IRA for its first 10 years of operations.

We estimate the project will require approximately $1.6 billion of cash from operations for capital expenditures necessary to restart the plant, with an estimated in-service date of 2028.

The restart of the plant and delivery of electricity under the PPA is subject to certain regulatory approvals, including the NRC comprehensive safety and environmental review, as well as permits from relevant state and local agencies.

Additionally, through a separate request, we will pursue obtaining a renewed license that will extend operations at the plant to at least 2054.

Nuclear PTC

Beginning in 2024, our existing nuclear units are eligible for a PTC extending through 2032.

The nuclear PTC (45U) provides a transferable credit up to $15 per MWh (a base credit of $3 per MWh with a five times multiplier provided certain prevailing wage requirements are met) and is subject to phase-out when annual gross receipts are between $25.00 per MWh and $43.75 per MWh.

We have evaluated and expect to meet the annual prevailing wage requirements at all our nuclear units and are eligible for the five times multiplier.

Both the amount of the PTC and the gross receipts thresholds adjust for inflation after 2024 through the duration of the program based on the GDP price deflator for the preceding calendar year.

The benefits of the PTC may be realized through a credit against our federal income taxes or transferred via sale to an unrelated party.

For the year ended December 31, 2024, our Consolidated Statements of Operations and Comprehensive Income include a nuclear PTC benefit of approximately $2,080 million in Operating revenues.

As part of our capital allocation plan, our Board of Directors has authorized up to $3 billion of share repurchases of our outstanding common stock to-date, of which $991 million has yet to be exercised.

The U.S. “Prohibiting Russian Uranium Imports Act” became effective in August 2024, banning the import of low-enriched uranium into the U.S. that is produced in Russia or by Russian entities, absent a waiver from the DOE.

Under a corollary bill, the Department of Energy has begun the process of distributing billions of dollars that were previously appropriated to support expansion of the domestic nuclear fuel cycle within the United States to improve carbon-free energy security.

In November 2024, the Russian government issued a decree imposing temporary restrictions on the export of enriched uranium from Russia to the U.S. but allowing for a special Russian export license to be issued for individual shipments.

Our fuel procurement activities comply with all U.S. and international trade laws and we continue to take advantage of all available avenues to maintain continuity in our nuclear fuel supply, including working with the U.S. Government and our diverse set of suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet long-term.

required to decommission the nuclear plants, based upon the following methodologies and significant estimates and assumptions:

(b)Excludes Crane and Zion.

The MRV for pension and OPEB plan assets is based on either fair value or a calculated value that systematically and rationally recognizes changes in fair value over multiple years.

| | | | 5.66 | | % | | | | 5.63 | | % | | | | (0.5) | | % | | | | 17 | | | | | | 1 | | | | | | 18 | | |

| Discount rate(a) | | | 5.66 | | % | | | | 5.63 | | % | | | | 0.5 | | % | | | | (319) | | | | | | (59) | | | | | | (378) | | |

| | | | 5.66 | | % | | | | 5.63 | | % | | | | (0.5) | | % | | | | 346 | | | | | | 64 | | | | | | 410 | | |

Government Assistance. Our existing nuclear plants are eligible for federal government incentives including transferable tax credits for qualifying electric production volumes.

The nuclear PTC is subject to legislative and regulatory changes, which can affect the availability and amount of credits.

Repeal or significant reduction or modification of the PTC could have a material impact on our financial performance depending on gross receipts received by our nuclear units each year.

Further, the nuclear PTC continues to be the subject of additional

guidance expected to be issued from the U.S. Treasury and IRS that may materially impact the total amount of benefits we receive.

Absence of prescriptive guidance requires the application of judgement in determining annual gross receipts, a primary component in the determination of the credit.

We closely monitor developments in relevant tax laws and regulations to anticipate and mitigate potential risks.

Given that the nuclear PTC is a function of annual gross receipts, quarterly results rely on forecasted gross receipts for the fiscal year.

compared to the year ended December 31, 2021, refer to ITEM 7.

Capital Allocation and Growth Announcements

We are announcing our capital allocation strategy for 2024 and 2025 supporting our core principles outlined in our Strategy and Outlook discussion.

BUSINESS – Constellation's Strategy and Outlook for additional information about our strategy.

We will increase the quarterly dividend by 25% to $0.3525 per share starting in 2024, while targeting growth of 10% annually.

We are allocating capital towards our best-in-class generation fleet by committing $875 million of growth capital expenditures over the next two years, including nuclear uprates and license renewals, wind repowering, and hydrogen with policy support.

These organic growth opportunities are projected to exceed our double-digit return threshold.

In our commitment to return value to shareholders, we have also approved an increase to our previously announced $1 billion share buyback program, authorizing the repurchase of up to an additional $1 billion of company stock.

Separation from Exelon

On February 21, 2021, Exelon’s Board of Directors approved a plan to separate its competitive generation and customer-facing energy 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.

We incurred separation costs of $101 million and $140 million for the years ended December 31, 2023 and 2022, respectively, which are primarily recorded in Operating and maintenance expense.

The separation costs are primarily comprised of system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation.

On February 16, 2023, our Board of Directors announced a share repurchase program with a $1 billion authority without expiration.

Repurchases under this program commenced in March 2023.

On December 12, 2023, the Board of Directors approved an increase to our previously announced $1 billion share repurchase program, authorizing the repurchase of up to an additional $1 billion of our outstanding common stock.

During 2023, we repurchased from the open market 10.6 million shares of our common stock for a total cost, inclusive of taxes and transaction costs, of $1 billion.

Acquisition of Joint Ownership in South Texas Project

On November 1, 2023, we completed the acquisition of NRG South Texas LP (renamed and converted as Constellation South Texas, LLC), which owns a 44% undivided ownership interest in the jointly owned STP, a 2,645 MW, dual-unit nuclear plant located in Bay City, Texas.

The net cash paid was $1.65 billion, after certain purchase price adjustments.

The STP operating results are included in the ERCOT operating segment.

See Note 5 — Segment Information additional information on our reportable segments.

Our Clinton and Quad Cities units contract with certain utilities in Illinois which requires delivery of all ZECs produced during each planning year (June 1 to May 31), with total compensation limited by an annual cap for each planning year designed to limit the cost of ZECs to each utility's customers.

ZECs delivered that, if paid, would result in the annual cap being exceeded may be paid in subsequent years at the vintage year price as long as the payments would not exceed the annual cap in the year paid.

In each planning year since the program commenced on June 1, 2017, we delivered ZECs to the utilities in excess of the annual compensation cap.

The ZEC price and annual compensation cap effective for each planning year are administratively determined by the IPA.

In 2023, we recognized $218 million of revenue as a receivable for ZECs delivered in prior planning years, with payment expected in the third quarter of 2024.

As of December 31, 2023, this receivable is included within Customer accounts receivable, net in the Consolidated Balance Sheets.

To-date, our nuclear fuel deliveries have not been affected by the Russia and Ukraine conflict.

We are taking this affirmative action by working with our diverse set of suppliers to ensure we can secure the nuclear fuel needed to continue to operate our nuclear fleet long-term and provide the necessary fuel to bridge potential Russian supply disruption through 2028, which is the date multiple suppliers are expected to have incremental additional capacity online.

We are also continuing to work with federal policymakers and other stakeholders to facilitate the expansion of the domestic nuclear fuel cycle within the United States to improve carbon-free energy security.

layers.

__________

(b)Excludes any retired sites.

reporting unit fair value is more likely than not less than the carrying amount.

risk management activities within each region.

In determining MRV, the authoritative guidance for pensions and postretirement benefits allows the use of either fair value or a calculated value that recognizes changes in fair value in a systematic and rational manner over not more than five years.

Use of this calculated value approach enables less volatile expected asset returns to be recognized as a component of pension cost from year to year.

| | | | 5.52 | | % | | | | 5.50 | | % | | | | (0.5) | | % | | | | 14 | | | | | | 1 | | | | | | 15 | | |

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 [added: exposures.]

We expect the settlement of the majority of our economic hedges will occur during [removed: 2024] [added: 2025] through [removed: 2026.][added: 2027.]

Beginning in 2024, our [added: existing] nuclear fleet is eligible for the nuclear PTC provided by the IRA, an important tool in managing commodity price risk for each nuclear unit not already receiving state support.

The nuclear PTC provides increasing levels of support as unit revenues decline below levels established in the IRA and is further adjusted [removed: annually] for inflation [removed: over] [added: after 2024 through] the duration of the [removed: program.][added: program based on the GDP price deflator for the preceding calendar year.]

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, [removed: 2023] [added: 2024] market conditions and hedged position results in an immaterial impact to [removed: net income (loss)] [added: earnings] for [removed: 2024] [added: 2025] and [removed: 2025, respectively.][added: 2026, respectively, largely due to the nuclear PTC.]

See Note [removed: 16] [added: 15] — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.

Nuclear fuel [removed: assemblies are] [added: is] obtained predominantly through long-term [added: contracts for] uranium [removed: concentrate supply contracts, contracted] [added: concentrates,] conversion services, [removed: contracted] enrichment services, [removed: or] [added: (or] a combination [removed: thereof,] [added: thereof) and fabrication services,] including contracts sourced from [removed: Russia, and contracted fuel fabrication services.][added: Russia.]

We engage a diverse set of suppliers to [removed: ensure we can] secure the nuclear fuel needed to continue to operate [removed: our nuclear fleet long-term.]

Approximately [removed: 55%] [added: 45%] of our uranium concentrate requirements from [removed: 2024] [added: 2025] through [removed: 2028] [added: 2029] are supplied by three suppliers.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS,] [added: OPERATIONS —] Other Key Business Drivers for more information on the Russia and Ukraine conflict.

The following table provides detail on changes in our commodity mark-to-market net [removed: asset or liability] [added: assets (liabilities)] balance sheet position from December 31, [removed: 2021] [added: 2022] to December 31, [removed: 2023.][added: 2024.]

See Note [removed: 16] [added: 15] — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on the balance sheet classification of the mark-to-market [removed: energy] [added: commodity] contract net assets (liabilities) recorded as of December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

| Beginning balance as of January 1(a) | | | $ | [removed: 1,046] [added: 1,108] | | | | | $ | [removed: 1,622] [added: 1,046] | | | | | | | | | | | | | |

| Total change in fair value of contracts recorded in [removed: result] [added: results] of operations | | | [removed: (2,530)] [added: (654)] | | | | | | [removed: (647)] [added: (2,530)] | | | | | | | | | | | | | | |

| Reclassification to realized at settlement of contracts recorded in results of operations | | | [removed: 1,561] [added: 1,934] | | | | | | [removed: (380)] [added: 1,561] | | | | | | | | | | | | | | |

| Changes in allocated collateral | | | [removed: 1,502] [added: (1,813)] | | | | | | [removed: 386] [added: 1,502] | | | | | | | | | | | | | | |

| Net option premium paid (received) | | | [removed: (26)] [added: (216)] | | | | | | [removed: 177] [added: (26)] | | | | | | | | | | | | | | |

| Option premium amortization | | | [removed: (183)] [added: (32)] | | | | | | [removed: (293)] [added: (183)] | | | | | | | | | | | | | | |

| Upfront payments and amortizations(b) | | | [removed: (249)] [added: (10)] | | | | | | [removed: 167] [added: (249)] | | | | | | | | | | | | | | |

| Foreign currency translation | | | [removed: (13)] [added: —] | | | | | | [removed: 14] [added: (13)] | | | | | | | | | | | | | | |

| Ending balance as of December 31(a) | | | $ | [removed: 1,108] [added: 317] | | | | | $ | [removed: 1,046] [added: 1,108] | | | | | | | | | | | | | |

See Note [removed: 18] [added: 17] — Fair Value of Financial Assets and Liabilities of the Combined Notes to Consolidated Financial Statements for additional information regarding fair value measurements and the fair value hierarchy.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] and Beyond | | | | | | | | |

| Actively quoted prices (Level 1) | | | $ | [removed: 103] [added: 66] | | | | | $ | [removed: 90] [added: 67] | | | | | $ | [removed: 46] [added: 18] | | | | | $ | [removed: 9] [added: (8)] | | | | | $ | [removed: (8)] [added: (4)] | | | | | $ | — | | | | | $ | [removed: 240] [added: 139] | |

| Prices provided by external sources (Level 2) | | | [removed: (276)] [added: 150] | | | | | | [removed: 186] [added: 9] | | | | | | [removed: 91] [added: 15] | | | | | | (1) | | | | | | [removed: (1)] [added: 6] | | | | | | — | | | | | | [removed: (1)] [added: 179] | | |

| Prices based on model or other valuation methods (Level 3) | | | [removed: 712] [added: 127] | | | | | | [removed: 133] [added: (58)] | | | | | | [removed: (9)] [added: (94)] | | | | | | [removed: 9] [added: (18)] | | | | | | [removed: 1] [added: (16)] | | | | | | [removed: 23] [added: 58] | | | | | | [removed: 869] [added: (1)] | | |

[removed: (a)Mark-to-market] [added: (a)Represents mark-to-market] gains and losses on [removed: other economic hedge and trading] [added: commodity] derivative contracts that are recorded in the results of operations.

(b)Amounts are shown net of collateral [removed: paid/(received)] [added: paid to and received] from counterparties (and offset against mark-to-market assets and liabilities) of [removed: $2,400] [added: $586] million at December 31, [removed: 2023.][added: 2024.]

See Note [removed: 16] [added: 15] — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for a detailed discussion of credit risk.

As part of the normal course of business, we routinely enter [removed: into] physically or financially settled contracts for the purchase and sale of capacity, electricity, fuels, emissions allowances, and other energy-related products.

See Note [removed: 16] [added: 15] — Derivative Financial Instruments [removed: of the Combined Notes to Consolidated Financial Statements for additional information regarding collateral requirements] and Note [removed: 19] [added: 18] — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding the letters of credit supporting the cash collateral.

We [removed: transact] [added: sell] output through bilateral contracts.

[added: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,] Liquidity and Capital Resources — Credit Matters and Cash Requirements — Credit Facilities for additional information.

We participate in all of the established wholesale [removed: spot] energy markets that are administered by PJM, ISO-NE, NYISO, CAISO, MISO, SPP, AESO, and ERCOT.

ERCOT is not subject to regulation by FERC but performs a similar function in Texas to that performed by RTOs [added: and ISOs] in markets regulated by FERC.

In these areas, power [removed: is] [added: and related products are] traded through bilateral agreements between buyers and sellers and [removed: on] [added: in] the [removed: spot] energy markets [removed: that are administered by the RTOs or ISOs, as applicable.]

In areas where there is no [removed: spot] [added: RTO or ISO to administer] energy [removed: market,] [added: markets,] electricity [removed: is] [added: and related products are] purchased and sold solely through bilateral agreements.

For [removed: sales into the spot markets] [added: activities] 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 [removed: on spot energy market transactions] be shared by the remaining participants.

Non-performance or non-payment by a major member of an [removed: RTO/ISO] [added: RTO or ISO] could result in a material adverse impact on our consolidated financial statements.

The Executive Committee and the Audit and Risk Committee of the Board of Directors have oversight responsibilities for risk management.

See Note 6 — Government Assistance of the Combined Notes to Consolidated Financial Statements for additional information on the nuclear PTC.

our nuclear fleet long-term.

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | | | |

| Total | | | $ | 343 | | | | | $ | 18 | | | | | $ | (61) | | | | | $ | (27) | | | | | $ | (14) | | | | | $ | 58 | | | | | $ | 317 | |

that are administered by the RTOs or ISOs, as applicable.

exposures.

After the separation on February 1, 2022, reporting on risk management issues is to the Executive Committee and the Audit and Risk Committee of the Board of Directors.

Market price risk exposure is the risk of a change in the value of unhedged positions.

To-date, we have not experienced any delivery or non-performance issues from our suppliers, nor any degradation in the

quality of fuel we have received, and we are closely monitoring developments from the conflict.

It indicates the drivers behind changes in the balance sheet amounts.

| | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | |

| Total | | | $ | 539 | | | | | $ | 409 | | | | | $ | 128 | | | | | $ | 17 | | | | | $ | (8) | | | | | $ | 23 | | | | | $ | 1,108 | |

See

We are the nation’s largest producer of [removed: carbon-free] [added: reliable, emissions-free] energy and a leading [removed: supplier of] energy [removed: products and services] [added: supplier] to businesses, [removed: homes, community aggregations] [added: homes] and public sector customers [removed: across the continental United States,] [added: nationwide,] including three-fourths of Fortune 100 companies.

Our [removed: generation fleet of] nuclear, hydro, wind, and solar generation facilities [removed: has] [added: have] the generating capacity to power the equivalent of 16 million homes, [removed: producing] [added: providing] about 10 percent of the [removed: carbon-free] [added: nation's clean] energy in the United States.

[removed: Constellation’s] [added: Our] fleet is helping to accelerate the nation’s transition to a carbon-free future with more than [removed: 33,094] [added: 31,676] megawatts of capacity and an annual output that is nearly 90 percent carbon-free.

We employ approximately [removed: 13,871] [added: 14,264] people, and do business in 48 states, the District of Columbia, Canada, and the United Kingdom.

Our customer-facing business is one of the nation's largest competitive energy suppliers, offering innovative solutions [removed: along the sustainability continuum] to meet [removed: customer clean energy and climate goals.][added: our customers' needs.]

We operate the largest carbon-free generation fleet in the nation and are one of the largest competitive electric generation companies in the [removed: country,] [added: nation,] as measured by owned and contracted MWs.

Collectively, the combined fleet is [removed: nearly] [added: the cleanest large generation portfolio in the country (nearly] 90% carbon-free [removed: (based] [added: based] on generation output of electricity) [removed: and is the third largest generation portfolio in the U.S. in terms of total generation with meaningful geographic diversity,] according to the [removed: 2023] [added: 2024] Ceres Benchmarking Air Emissions of the 100 Largest Electric Power Producers in the United States.

At December 31, [removed: 2023,] [added: 2024,] our owned generating resources total capacity of [removed: 33,094] [added: 31,676] MWs consisted of the following:

[removed: ][added: ]

[removed: (b)Includes] [added: (a)Includes] wind, hydroelectric, and solar generating assets.

In addition to the owned generating resources above, at December 31, [removed: 2023] [added: 2024] we have contracted generation with a total capacity of [removed: 4,103] [added: 4,774] MWs, which represents electric supply procured under unit-specific agreements.

The following map illustrates the locations of our owned generation facilities as of December 31, [removed: 2023:][added: 2024:]

[removed: The Company's] [added: Our Owned] Generation Fleet Map(a)(b)

![FINAL [added: - 2024 Form 10-K -] Generation Fleet [removed: Map.jpg](https://www.sec.gov/Archives/edgar/data/1868275/000186827524000014/ceg-20231231_g2.jpg)][added: Map.jpg](https://www.sec.gov/Archives/edgar/data/1868275/000186827525000023/ceg-20241231_g2.jpg)]

][added: Key.gif](https://www.sec.gov/Archives/edgar/data/1868275/000186827525000023/ceg-20241231_g3.gif)]

[removed: (a)Note: One] [added: (a)One] symbol is included per location.

| [removed: Segment] [added: Segment(a)] | | | | | | Net Generation Capacity [removed: (MWs)(a)] [added: (MWs)(b)] | | | | | | % of Net Generation Capacity | | | | | | Geographic Regions | | |

| Mid-Atlantic | | | | | | [removed: 10,393] [added: 10,387] | | | | | | [removed: 32] [added: 33] | | % | | | | 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 | | | | | | [removed: 11,605] [added: 11,608] | | | | | | [removed: 35] [added: 37] | | % | | | | Western half of PJM and the United States footprint of MISO, excluding MISO’s Southern Region | | |

| New York | | | | | | 3,093 | | | | | | [removed: 9] [added: 10] | | % | | | | NYISO | | |

| ERCOT | | | | | | [removed: 4,734] [added: 4,740] | | | | | | [removed: 14] [added: 15] | | % | | | | Electric Reliability Council of Texas | | |

| Other Power Regions | | | | | | [removed: 3,269] [added: 1,848] | | | | | | [removed: 10] [added: 5] | | % | | | | New England, South, West, and Canada | | |

| Total | | | | | | [removed: 33,094] [added: 31,676] | | | | | | 100 | | % | | | | | | |

[removed: (a)Net] [added: (b)Net] generation capacity is stated at proportionate ownership share as of December 31, [removed: 2023.][added: 2024.]

The following table shows our total owned sources of electric supply of [removed: 202,474] [added: 208,434] GWhs and [removed: 200,962] [added: 202,474] GWhs for [removed: 2023] [added: 2024] and [removed: 2022, respectively:][added: 2023, respectively, which includes the proportionate share of output where we have an undivided ownership interest in jointly-owned generating plants.]

[removed: ][added: ]

In addition to the owned generation above, we also had purchased power from the spot energy markets that are administered by the RTOs/ISOs and bilateral transactions of [removed: 67,215] [added: 60,983] GWhs and [removed: 70,682] [added: 67,215] GWhs for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Our nuclear fleet is the nation’s largest, with current generating capacity of approximately 22 [removed: GWs; it produced 174] [added: GWs, producing 182] TWhs of zero-emissions electricity during [removed: 2023] [added: 2024] – enough to power 16 million homes and avoid more than [removed: 123] [added: 122] million metric tons of carbon emissions according to the EPA GHG Equivalencies Calculator.

As of December 31, [removed: 2023,] [added: 2024,] we wholly own all our nuclear generating stations, except for undivided ownership interests in five [removed: jointly owned] [added: jointly-owned] nuclear stations: Quad Cities (75% ownership), Peach Bottom (50% ownership), Salem (42.59% ownership), [removed: Nine Mile Point] [added: NMP] Unit 2 (82% ownership), and STP [removed: 44%] [added: (44%] ownership), that are [removed: included] [added: reflected] in our consolidated financial statements relative to our proportionate ownership interest in each unit.

[added: In November 2023,] we acquired NRG South Texas LP, which owns a 44% undivided ownership interest in the [removed: jointly owned] [added: jointly-owned] STP.

See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information [removed: regarding the acquisition of EDF's equity interest in CENG and] [added: on] the [removed: CENG consolidation.][added: proposed transaction.]

We operate all of [removed: these] [added: our] nuclear generating stations, except for the units at Salem and STP, which are operated by PSEG Nuclear, LLC (an indirect, wholly owned subsidiary of PSEG) and STPNOC, respectively.

During [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] our nuclear generating facilities achieved capacity factors(a) of [added: 94.6%,] 94.4%, [removed: 94.8%,] and [removed: 94.5%,] [added: 94.8%,] respectively, at ownership percentage.

Capacity factors, which are significantly affected by the number and duration of refueling and non-refueling outages, can have a [removed: significant] [added: material] impact on our results of operations.

In [removed: 2023,] [added: 2024,] we achieved an average refueling outage duration of [removed: 21] [added: 19] days for units we operate.

We achieved an average refueling outage duration of 21 [removed: and 22] days in [removed: 2022] [added: both 2023] and [removed: 2021,] [added: 2022,] respectively, against industry averages of [removed: 40] [added: 38] and [removed: 32] [added: 40] days, respectively.

In [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] electric supply (in GWhs) generated from our nuclear generating facilities was [added: 67%,] 65%, [removed: 64%,] and [removed: 65%,] [added: 64%,] respectively, of our total electric supply.

PSEG [removed: has] [added: and STPNOC have also] received 20-year operating license renewals for [added: the] Salem [removed: Units 1] and [removed: 2.][added: STP units, respectively.]

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS [added: — Financial Results of Operations] for additional information.

| Station | | | [added: | | |] Unit | | | | | | In-Service Date(a) | | | | | | Current License Expiration | | |

We are committed to investing in innovative technologies to drive the transition to a reliable, sustainable and secure energy future.

In September 2024, we executed a 20-year PPA with Microsoft that will support the restart of Three Mile Island Unit 1, renamed as the Crane Clean Energy Center, which was retired in 2019 for economic reasons.

Under the agreement, Microsoft will purchase the output generated from the renewed plant which includes energy, capacity and carbon-free attributes as part of its goal to help power its data centers in PJM with clean energy.

The site, which is expected to be online in 2028, will have approximately 835 MWs of carbon-free capacity.

The restart is subject to certain regulatory approvals, permitting, and obtaining a renewed operating license.

Other owners include City Public Service Board of San Antonio (CPS, 40%) and the City of Austin, Texas (Austin Energy, 16%).

In May 2024, we executed a settlement agreement with CPS/City of San Antonio, Austin, and NRG Energy, Inc., the terms of which require we sell a 2% ownership interest in STP to CPS.

| NMP | | | | | | 1 | | | | | | 1969 | | | | | | 2029 | | |

See Note 3 — Regulatory

| Mid-Atlantic | | | | | | 17 | | | | | | 2025 - 2039 | | | | | | 446 | | |

| Midwest | | | | | | 7 | | | | | | 2026 - 2044 | | | | | | 805 | | |

| Total | | | | | | 48 | | | | | | | | | | | | 4,774 | | |


In 2024, we continued to see growing demand for our Hourly Carbon-Free Energy (CFE) product and platform, as we have closed a number of additional Hourly CFE transactions with a strong pipeline of interested prospects.

Many existing CORe+ customers are converting to 100% Hourly CFE with existing nuclear filling in the gaps of the hours renewable generation is not producing.

Additionally, these service

We recently launched Constellation Navigator, which delivers customized paths and sustainable solutions for customers to set and meet their environmental and operational goals.

Driven by advanced technology platforms and experienced advisors, it provides strategies to help organizations understand their baseline emissions and reduce their carbon footprints.

Constellation Navigator helps businesses solve challenges across the energy lifecycle including utility bill management, carbon accounting, rebate administration and sustainability advisory services.

We continue to look for new and innovative products and solutions to bring to our customers.

Constellation Technology Ventures (CTV) is our venture investing business, focused on driving innovation and scaling breakthrough technologies.

CTV invests in a broad range of hardware and software solutions that accelerate the transition to a sustainable, low-carbon economy.

By collaborating closely with our portfolio companies, we help commercialize their products and technologies across our expansive customer base, creating value for both our partners and us.

nuclear fleet.

Our fuel procurement activities comply with all U.S. and international trade laws and we continue to take advantage of all available avenues to ensure continuity in our nuclear fuel supply, including working with the U.S. Government and our diverse set of suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet long-term.

Weather can also impact our operating conditions.

See ITEM 1A RISK FACTORS for additional information regarding risks related to operational factors.

We also consider and review national climate assessments to inform our longer-term planning.

FERC’s

We are committed to a clean energy future and aim to meet the growing energy needs of all our customers.

We continue to serve as a partner to businesses and public entities that are setting ambitious sustainability goals and seeking long-term solutions to ensure reliability and maintain affordability.

- Power America's Clean Energy Future

- Expand America's Largest Fleet of Clean Energy Centers

- Uplift and Strengthen our Communities

- Provide Energy and Sustainability Solutions for Customers

- Opportunistic energy acquisitions with a focus on reliability,

In further pursuit of our strategy, on January 10, 2025 we announced an agreement to acquire Calpine Corporation (Calpine), a combination that would couple the largest producer of clean, carbon-free energy with the reliable, dispatchable natural gas assets of Calpine, and also create the nation’s leading competitive retail electric supplier, providing increased scale, diversification and complementary capabilities that will enable us to meet growing demand with a broader array of energy and sustainability products.

- New technologies requiring reliable energy, and

New Technologies Requiring Reliable Energy. Many news reports indicate the rapid expansion of data centers and the need for increased energy supply to meet future demand.

Significant planned investments from hyperscalers such as Microsoft, Google, and Amazon in artificial intelligence (AI) technology and infrastructure are further contributing to unprecedented demand for reliable, around-the-clock energy in the U.S and abroad.

This makes 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.

Our generation fleet produces more clean, carbon-free energy than any other company in the United States.

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.

See ITEM 2.

(a)Includes the proportionate share of output where we have an undivided ownership interest in jointly-owned generating plants.

On November 1, 2023.

On August 6, 2021, Constellation and EDF entered into a settlement agreement pursuant to which we, through a wholly owned subsidiary, purchased EDF’s equity interest in CENG, a joint venture with EDF, which wholly owned the Calvert Cliffs and Ginna nuclear stations and Nine Mile Point Unit 1, in addition to the 82% undivided ownership interest in Nine Mile Point Unit 2.

Prior to August 6, 2021, we had a 50.01% membership interest in CENG, however CENG is consolidated within our results for all periods presented.

STPNOC has received 20-year operating license renewals for STP Units 1 and 2.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Nine Mile Point(b) | | | 1 | | | | | | 1969 | | | | | | 2029 | | |

From August 27, 2020 through September 15, 2021, Byron and Dresden depreciation provisions were accelerated to reflect the previously announced shutdown dates of September 2021 and November 2021, respectively.

On September 15, 2021, we updated the estimated useful lives for both facilities to reflect the end of

the current NRC operating license for each unit consistent with the table above.

Beginning in the third quarter of 2022, we updated Dresden depreciation provisions consistent with the license renewal as described above.

Our Dispatch Match performance in 2021 was significantly impacted by the February 2021 extreme weather event in Texas.

On March 31, 2021 and June 30, 2021, we completed the sale of a significant portion of our solar business and our interest in the Albany Green Energy biomass facility, respectively.

| Mid-Atlantic | | | | | | 8 | | | | | | 2024 - 2035 | | | | | | 319 | | |

| Midwest | | | | | | 3 | | | | | | 2026 - 2032 | | | | | | 351 | | |

| Total | | | | | | 34 | | | | | | | | | | | | 4,103 | | |


In 2023 we rolled out our Hourly Carbon-Free Energy (CFE) platform and closed two landmark transactions with Microsoft and Commonwealth Edison.

Our smart utility expense management platform helps customers proactively manage utility costs, understand trends, and develop strategies to optimize spend and drive sustainability objectives, while also providing utility bill payment services.

Our Constellation Technology Ventures’ commercialization team invests in, and collaborates with, portfolio companies to deploy products and technologies across our broad customer base to drive value for both us and portfolio companies.

We do not anticipate difficulty in obtaining the necessary uranium concentrates or conversion, enrichment, or fabrication services to meet the nuclear fuel requirements of our nuclear fleet.

See ITEM 1A.

civil penalties for failure to comply with the Atomic Energy Act, NRC regulations, or the terms of the operating licenses or orders.

We are committed to a carbon-free energy future and aim to serve as a partner to businesses and the federal, state and local governments that are setting ambitious carbon-reduction goals and seeking long-term solutions to the climate crisis.

We will be a leading advocate at the federal level and in our states for policies that will reduce GHG emissions and preserve and grow clean energy.

We are committed to reducing our GHG emissions and enabling our C&I customers through the following:

- Achieving a generation portfolio mix with 100% of our owned generation carbon-free by 2040, including an interim goal of 95% carbon-free by 2030, subject to policy support and technology advancements,

- A 100% reduction of our operations-driven emissions by 2040, including an interim goal to reduce carbon emissions by 65% from 2020 levels by 2030 and reduce methane emissions 30% from 2020 by 2030, subject to policy support and technology advancements and

- Prior to the end of 2022, successfully delivered on our commitment to provide 100% of our C&I customers with customer-specific information on their GHG impact for facilities contracting for power or gas supply from Constellation, that include hourly carbon-free energy matching.

Power America's Clean Energy Future. We will operate and grow the nation’s largest fleet of clean, zero-emissions generation facilities, with world-class levels of safety, reliability and resiliency.

Expand America's Largest Fleet of Clean Energy Centers. We will leverage and expand our state-of-the-art clean energy assets by exploring co-location of customer load, direct air capture of CO2, and, if supported by policy, producing clean hydrogen and other sustainable fuels to reduce industrial emissions.

Uplift and Strengthen our Communities. We will advance respect, belonging, diversity and equity by driving community investment and creating family-sustaining clean energy jobs.

Provide Energy and Sustainability Solutions for Customers. We will provide reliable, resilient energy and deliver innovative sustainability solutions that help customers achieve their clean energy goals.

- Opportunistic carbon-free energy acquisitions, particularly nuclear plants with supportive policy,

We will also continue to evaluate asset and business divestitures to rationalize the portfolio and optimize cash proceeds.

For information regarding material lawsuits and proceedings, see Note 3 — Regulatory Matters and Note [removed: 19] [added: 18] — Commitments [added: and Contingencies of the Combined Notes to Consolidated Financial Statements.]

and Contingencies of the Combined Notes to Consolidated Financial Statements.

For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]

| | | | | | | (a Pennsylvania limited liability company) 200 [removed: Exelon] [added: Energy] Way Kennett Square, Pennsylvania 19348-2473 (833) 883-0162 | | | | | | | | |

The estimated aggregate market value of the voting and non-voting common equity held by nonaffiliates of each registrant as of June 30, [removed: 2023] [added: 2024] was as follows:

The number of shares outstanding of each registrant’s common stock as of January 31, [removed: 2024] [added: 2025] was as follows:

| Constellation Energy Corporation Common Stock, without par value | | | [removed: 316,666,538] [added: 312,847,257] | | |

Portions of the Registrants’ Definitive Proxy Statement relating to the [removed: 2024] [added: 2025] Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

The Registrants expect to file the Definitive Proxy Statement with the Securities and Exchange Commission within 120 days after December 31, [removed: 2023.][added: 2024.]

| [GLOSSARY OF TERMS AND [removed: ABBREVIATIONS](#id92a3771fd574010a55cfb2a228a2bce_10)] [added: ABBREVIATIONS](#i048d0aaaa4374c199ed7ca2e6f98f07d_10)] | | | | | | [removed: [1](#id92a3771fd574010a55cfb2a228a2bce_10)] [added: [1](#i048d0aaaa4374c199ed7ca2e6f98f07d_10)] | | |

| [FILING [removed: FORMAT](#id92a3771fd574010a55cfb2a228a2bce_13)] [added: FORMAT](#i048d0aaaa4374c199ed7ca2e6f98f07d_13)] | | | | | | [removed: [5](#id92a3771fd574010a55cfb2a228a2bce_13)] [added: [5](#i048d0aaaa4374c199ed7ca2e6f98f07d_13)] | | |

| [CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING [removed: INFORMATION](#id92a3771fd574010a55cfb2a228a2bce_16)] [added: INFORMATION](#i048d0aaaa4374c199ed7ca2e6f98f07d_16)] | | | | | | [removed: [5](#id92a3771fd574010a55cfb2a228a2bce_16)] [added: [5](#i048d0aaaa4374c199ed7ca2e6f98f07d_16)] | | |

| [ITEM [removed: 1.](#id92a3771fd574010a55cfb2a228a2bce_25)] [added: 1.](#i048d0aaaa4374c199ed7ca2e6f98f07d_25)] | | | [removed: [BUSINESS](#id92a3771fd574010a55cfb2a228a2bce_25)] [added: [BUSINESS](#i048d0aaaa4374c199ed7ca2e6f98f07d_25)] | | | [removed: [6](#id92a3771fd574010a55cfb2a228a2bce_25)] [added: [6](#i048d0aaaa4374c199ed7ca2e6f98f07d_25)] | | |

| | | | [removed: [Constellations] [added: [Constellation](#i048d0aaaa4374c199ed7ca2e6f98f07d_31)['](#i048d0aaaa4374c199ed7ca2e6f98f07d_31)[s] Strategy and [removed: Outlook](#id92a3771fd574010a55cfb2a228a2bce_31)] [added: Outlook](#i048d0aaaa4374c199ed7ca2e6f98f07d_31)] | | | [removed: [17](#id92a3771fd574010a55cfb2a228a2bce_31)] [added: [17](#i048d0aaaa4374c199ed7ca2e6f98f07d_31)] | | |

| | | | [Environmental Matters and [removed: Regulation](#id92a3771fd574010a55cfb2a228a2bce_37)] [added: Regulation](#i048d0aaaa4374c199ed7ca2e6f98f07d_37)] | | | [removed: [22](#id92a3771fd574010a55cfb2a228a2bce_37)] [added: [19](#i048d0aaaa4374c199ed7ca2e6f98f07d_37)] | | |

| [ITEM [removed: 1A.](#id92a3771fd574010a55cfb2a228a2bce_40)] [added: 1A.](#i048d0aaaa4374c199ed7ca2e6f98f07d_52)] | | | [RISK [removed: FACTORS](#id92a3771fd574010a55cfb2a228a2bce_40)] [added: FACTORS](#i048d0aaaa4374c199ed7ca2e6f98f07d_52)] | | | [removed: [33](#id92a3771fd574010a55cfb2a228a2bce_40)] [added: [26](#i048d0aaaa4374c199ed7ca2e6f98f07d_52)] | | |

| [ITEM [removed: 1B.](#id92a3771fd574010a55cfb2a228a2bce_43)] [added: 1B.](#i048d0aaaa4374c199ed7ca2e6f98f07d_40)] | | | [UNRESOLVED STAFF [removed: COMMENTS](#id92a3771fd574010a55cfb2a228a2bce_43)] [added: COMMENTS](#i048d0aaaa4374c199ed7ca2e6f98f07d_40)] | | | [removed: [28](#id92a3771fd574010a55cfb2a228a2bce_43)] [added: [42](#i048d0aaaa4374c199ed7ca2e6f98f07d_40)] | | |

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| [ITEM [removed: 2.](#id92a3771fd574010a55cfb2a228a2bce_46)] [added: 2.](#i048d0aaaa4374c199ed7ca2e6f98f07d_46)] | | | [removed: [PROPERTIES](#id92a3771fd574010a55cfb2a228a2bce_46)] [added: [PROPERTIES](#i048d0aaaa4374c199ed7ca2e6f98f07d_46)] | | | [removed: [30](#id92a3771fd574010a55cfb2a228a2bce_46)] [added: [44](#i048d0aaaa4374c199ed7ca2e6f98f07d_46)] | | |

| [ITEM [removed: 3.](#id92a3771fd574010a55cfb2a228a2bce_49)] [added: 3.](#i048d0aaaa4374c199ed7ca2e6f98f07d_49)] | | | [LEGAL [removed: PROCEEDINGS](#id92a3771fd574010a55cfb2a228a2bce_49)] [added: PROCEEDINGS](#i048d0aaaa4374c199ed7ca2e6f98f07d_49)] | | | [removed: [32](#id92a3771fd574010a55cfb2a228a2bce_49)] [added: [47](#i048d0aaaa4374c199ed7ca2e6f98f07d_49)] | | |

| [ITEM [removed: 4.](#id92a3771fd574010a55cfb2a228a2bce_52)] [added: 4.](#i048d0aaaa4374c199ed7ca2e6f98f07d_55)] | | | [MINE SAFETY [removed: DISCLOSURES](#id92a3771fd574010a55cfb2a228a2bce_52)] [added: DISCLOSURES](#i048d0aaaa4374c199ed7ca2e6f98f07d_55)] | | | [removed: [46](#id92a3771fd574010a55cfb2a228a2bce_52)] [added: [47](#i048d0aaaa4374c199ed7ca2e6f98f07d_55)] | | |

| [ITEM [removed: 5.](#id92a3771fd574010a55cfb2a228a2bce_58)] [added: 5.](#i048d0aaaa4374c199ed7ca2e6f98f07d_61)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#id92a3771fd574010a55cfb2a228a2bce_58)] [added: SECURITIES](#i048d0aaaa4374c199ed7ca2e6f98f07d_61)] | | | [removed: [46](#id92a3771fd574010a55cfb2a228a2bce_58)] [added: [48](#i048d0aaaa4374c199ed7ca2e6f98f07d_61)] | | |

| [ITEM [removed: 6.](#id92a3771fd574010a55cfb2a228a2bce_61)] [added: 6.](#i048d0aaaa4374c199ed7ca2e6f98f07d_64)] | | | [removed: [RESERVED](#id92a3771fd574010a55cfb2a228a2bce_61)] [added: [RESERVED](#i048d0aaaa4374c199ed7ca2e6f98f07d_64)] | | | [removed: [48](#id92a3771fd574010a55cfb2a228a2bce_61)] [added: [49](#i048d0aaaa4374c199ed7ca2e6f98f07d_64)] | | |

| [ITEM [removed: 7.](#id92a3771fd574010a55cfb2a228a2bce_64)] [added: 7.](#i048d0aaaa4374c199ed7ca2e6f98f07d_67)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#id92a3771fd574010a55cfb2a228a2bce_64)] [added: OPERATIONS](#i048d0aaaa4374c199ed7ca2e6f98f07d_67)] | | | [removed: [48](#id92a3771fd574010a55cfb2a228a2bce_64)] [added: [49](#i048d0aaaa4374c199ed7ca2e6f98f07d_67)] | | |

| | | | [Executive [removed: Overview](#id92a3771fd574010a55cfb2a228a2bce_67)] [added: Overview](#i048d0aaaa4374c199ed7ca2e6f98f07d_70)] | | | [removed: [48](#id92a3771fd574010a55cfb2a228a2bce_67)] [added: [49](#i048d0aaaa4374c199ed7ca2e6f98f07d_70)] | | |

| | | | [Significant Transactions and [removed: Developments](#id92a3771fd574010a55cfb2a228a2bce_70)] [added: Developments](#i048d0aaaa4374c199ed7ca2e6f98f07d_73)] | | | [removed: [49](#id92a3771fd574010a55cfb2a228a2bce_70)] [added: [50](#i048d0aaaa4374c199ed7ca2e6f98f07d_73)] | | |

| | | | [Other Key Business [removed: Drivers](#id92a3771fd574010a55cfb2a228a2bce_73)] [added: Drivers](#i048d0aaaa4374c199ed7ca2e6f98f07d_76)] | | | [removed: [50](#id92a3771fd574010a55cfb2a228a2bce_73)] [added: [51](#i048d0aaaa4374c199ed7ca2e6f98f07d_76)] | | |

| | | | [Critical Accounting Policies and [removed: Estimates](#id92a3771fd574010a55cfb2a228a2bce_76)] [added: Estimates](#i048d0aaaa4374c199ed7ca2e6f98f07d_79)] | | | [removed: [50](#id92a3771fd574010a55cfb2a228a2bce_76)] [added: [51](#i048d0aaaa4374c199ed7ca2e6f98f07d_79)] | | |

| | | | [Financial Results of [removed: Operations](#id92a3771fd574010a55cfb2a228a2bce_79)] [added: Operations](#i048d0aaaa4374c199ed7ca2e6f98f07d_82)] | | | [removed: [58](#id92a3771fd574010a55cfb2a228a2bce_79)] [added: [59](#i048d0aaaa4374c199ed7ca2e6f98f07d_82)] | | |

| | | | [Liquidity and Capital [removed: Resources](#id92a3771fd574010a55cfb2a228a2bce_82)] [added: Resources](#i048d0aaaa4374c199ed7ca2e6f98f07d_85)] | | | [removed: [67](#id92a3771fd574010a55cfb2a228a2bce_82)] [added: [68](#i048d0aaaa4374c199ed7ca2e6f98f07d_85)] | | |

| [ITEM [removed: 7A.](#id92a3771fd574010a55cfb2a228a2bce_85)] [added: 7A.](#i048d0aaaa4374c199ed7ca2e6f98f07d_88)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#id92a3771fd574010a55cfb2a228a2bce_85)] [added: RISK](#i048d0aaaa4374c199ed7ca2e6f98f07d_88)] | | | [removed: [76](#id92a3771fd574010a55cfb2a228a2bce_85)] [added: [76](#i048d0aaaa4374c199ed7ca2e6f98f07d_88)] | | |

| [ITEM [removed: 8.](#id92a3771fd574010a55cfb2a228a2bce_88)] [added: 8.](#i048d0aaaa4374c199ed7ca2e6f98f07d_91)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#id92a3771fd574010a55cfb2a228a2bce_88)] [added: DATA](#i048d0aaaa4374c199ed7ca2e6f98f07d_91)] | | | [removed: [81](#id92a3771fd574010a55cfb2a228a2bce_88)] [added: [80](#i048d0aaaa4374c199ed7ca2e6f98f07d_91)] | | |

| | | | [Management's Report on Internal Control Over Financial [removed: Reporting](#id92a3771fd574010a55cfb2a228a2bce_91)] [added: Reporting](#i048d0aaaa4374c199ed7ca2e6f98f07d_94)] | | | [removed: [81](#id92a3771fd574010a55cfb2a228a2bce_91)] [added: [80](#i048d0aaaa4374c199ed7ca2e6f98f07d_94)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#id92a3771fd574010a55cfb2a228a2bce_94)] [added: Firm](#i048d0aaaa4374c199ed7ca2e6f98f07d_97)] | | | [removed: [82](#id92a3771fd574010a55cfb2a228a2bce_94)] [added: [81](#i048d0aaaa4374c199ed7ca2e6f98f07d_97)] | | |

| | | | [Constellation Energy [removed: Corporation](#id92a3771fd574010a55cfb2a228a2bce_103)] [added: Corporation](#i048d0aaaa4374c199ed7ca2e6f98f07d_106)] | | | [removed: [86](#id92a3771fd574010a55cfb2a228a2bce_103)] [added: [85](#i048d0aaaa4374c199ed7ca2e6f98f07d_106)] | | |

| | | | [Constellation Energy Generation, [removed: LLC](#id92a3771fd574010a55cfb2a228a2bce_118)] [added: LLC](#i048d0aaaa4374c199ed7ca2e6f98f07d_121)] | | | [removed: [91](#id92a3771fd574010a55cfb2a228a2bce_118)] [added: [90](#i048d0aaaa4374c199ed7ca2e6f98f07d_121)] | | |

| | | | [Combined Notes to Consolidated Financial [removed: Statements](#id92a3771fd574010a55cfb2a228a2bce_133)] [added: Statements](#i048d0aaaa4374c199ed7ca2e6f98f07d_136)] | | | [removed: [96](#id92a3771fd574010a55cfb2a228a2bce_133)] [added: [95](#i048d0aaaa4374c199ed7ca2e6f98f07d_136)] | | |

| | | | [2. Mergers, Acquisitions, and [removed: Dispositions](#id92a3771fd574010a55cfb2a228a2bce_142)] [added: Dispositions](#i048d0aaaa4374c199ed7ca2e6f98f07d_148)] | | | [removed: [103](#id92a3771fd574010a55cfb2a228a2bce_142)] [added: [102](#i048d0aaaa4374c199ed7ca2e6f98f07d_148)] | | |

| | | | [4. Revenue from Contracts with [removed: Customers](#id92a3771fd574010a55cfb2a228a2bce_154)] [added: Customers](#i048d0aaaa4374c199ed7ca2e6f98f07d_160)] | | | [removed: [108](#id92a3771fd574010a55cfb2a228a2bce_154)] [added: [105](#i048d0aaaa4374c199ed7ca2e6f98f07d_160)] | | |

| | | | [8. Property, Plant, and [removed: Equipment](#id92a3771fd574010a55cfb2a228a2bce_181)] [added: Equipment](#i048d0aaaa4374c199ed7ca2e6f98f07d_187)] | | | [removed: [117](#id92a3771fd574010a55cfb2a228a2bce_181)] [added: [113](#i048d0aaaa4374c199ed7ca2e6f98f07d_187)] | | |

| | | | [10. Asset Retirement [removed: Obligations](#id92a3771fd574010a55cfb2a228a2bce_196)] [added: Obligations](#i048d0aaaa4374c199ed7ca2e6f98f07d_202)] | | | [removed: [118](#id92a3771fd574010a55cfb2a228a2bce_196)] [added: [114](#i048d0aaaa4374c199ed7ca2e6f98f07d_202)] | | |

| | | | [removed: [18.] [added: [17.] Fair Value of Financial Assets and [removed: Liabilities](#id92a3771fd574010a55cfb2a228a2bce_253)] [added: Liabilities](#i048d0aaaa4374c199ed7ca2e6f98f07d_259)] | | | [removed: [149](#id92a3771fd574010a55cfb2a228a2bce_253)] [added: [142](#i048d0aaaa4374c199ed7ca2e6f98f07d_259)] | | |

| Constellation Energy Corporation | | | $62,564,709,888 | | |

| [AVAILABLE INFORMATION](#i048d0aaaa4374c199ed7ca2e6f98f07d_19) | | | | | | [5](#i048d0aaaa4374c199ed7ca2e6f98f07d_19) | | |

| [PART I](#i048d0aaaa4374c199ed7ca2e6f98f07d_22) | | | | | | | | |

| | | | [General](#i048d0aaaa4374c199ed7ca2e6f98f07d_28) | | | [6](#i048d0aaaa4374c199ed7ca2e6f98f07d_28) | | |

| | | | [Employees](#i048d0aaaa4374c199ed7ca2e6f98f07d_34) | | | [25](#i048d0aaaa4374c199ed7ca2e6f98f07d_34) | | |

| [PART II](#i048d0aaaa4374c199ed7ca2e6f98f07d_58) | | | | | | | | |

| | | | [1. Basis of Presentation](#i048d0aaaa4374c199ed7ca2e6f98f07d_139) | | | [95](#i048d0aaaa4374c199ed7ca2e6f98f07d_139) | | |

| | | | [3. Regulatory Matters](#i048d0aaaa4374c199ed7ca2e6f98f07d_154) | | | [104](#i048d0aaaa4374c199ed7ca2e6f98f07d_154) | | |

| | | | [5. Segment Information](#i048d0aaaa4374c199ed7ca2e6f98f07d_169) | | | [108](#i048d0aaaa4374c199ed7ca2e6f98f07d_169) | | |

| | | | [6. Government Assistance](#i048d0aaaa4374c199ed7ca2e6f98f07d_1879) | | | [111](#i048d0aaaa4374c199ed7ca2e6f98f07d_175) | | |

| | | | [7. Accounts Receivable](#i048d0aaaa4374c199ed7ca2e6f98f07d_175) | | | [111](#i048d0aaaa4374c199ed7ca2e6f98f07d_175) | | |

| | | | [9. Jointly-Owned Electric Plants](#i048d0aaaa4374c199ed7ca2e6f98f07d_196) | | | [114](#i048d0aaaa4374c199ed7ca2e6f98f07d_196) | | |

| | | | [11. Leases](#i048d0aaaa4374c199ed7ca2e6f98f07d_208) | | | [119](#i048d0aaaa4374c199ed7ca2e6f98f07d_208) | | |

| | | | [12. Intangible Assets](#i048d0aaaa4374c199ed7ca2e6f98f07d_223) | | | [121](#i048d0aaaa4374c199ed7ca2e6f98f07d_223) | | |

| | | | [13. Income Taxes](#i048d0aaaa4374c199ed7ca2e6f98f07d_229) | | | [122](#i048d0aaaa4374c199ed7ca2e6f98f07d_229) | | |

| | | | [14. Retirement Benefits](#i048d0aaaa4374c199ed7ca2e6f98f07d_238) | | | [125](#i048d0aaaa4374c199ed7ca2e6f98f07d_238) | | |

| | | | [15. Derivative Financial Instruments](#i048d0aaaa4374c199ed7ca2e6f98f07d_244) | | | [133](#i048d0aaaa4374c199ed7ca2e6f98f07d_244) | | |

| | | | [16. Debt and Credit Agreements](#i048d0aaaa4374c199ed7ca2e6f98f07d_250) | | | [138](#i048d0aaaa4374c199ed7ca2e6f98f07d_250) | | |

| | | | [18. Commitments and Contingencies](#i048d0aaaa4374c199ed7ca2e6f98f07d_265) | | | [150](#i048d0aaaa4374c199ed7ca2e6f98f07d_265) | | |

| | | | [19. Shareholders' Equity](#i048d0aaaa4374c199ed7ca2e6f98f07d_271) | | | [155](#i048d0aaaa4374c199ed7ca2e6f98f07d_271) | | |

| | | | [20. Stock-Based Compensation Plans](#i048d0aaaa4374c199ed7ca2e6f98f07d_277) | | | [157](#i048d0aaaa4374c199ed7ca2e6f98f07d_277) | | |

| | | | [21. Variable Interest Entities](#i048d0aaaa4374c199ed7ca2e6f98f07d_289) | | | [159](#i048d0aaaa4374c199ed7ca2e6f98f07d_289) | | |

| | | | [22. Supplemental Financial Information](#i048d0aaaa4374c199ed7ca2e6f98f07d_295) | | | [161](#i048d0aaaa4374c199ed7ca2e6f98f07d_295) | | |

| | | | [23. Related Party Transactions](#i048d0aaaa4374c199ed7ca2e6f98f07d_301) | | | [164](#i048d0aaaa4374c199ed7ca2e6f98f07d_301) | | |

| [PART III](#i048d0aaaa4374c199ed7ca2e6f98f07d_328) | | | | | | | | |

| [PART IV](#i048d0aaaa4374c199ed7ca2e6f98f07d_346) | | | | | | | | |

| [SIGNATURES](#i048d0aaaa4374c199ed7ca2e6f98f07d_367) | | | | | | [177](#i048d0aaaa4374c199ed7ca2e6f98f07d_367) | | |

| | | | [Constellation Energy Corporation](#i048d0aaaa4374c199ed7ca2e6f98f07d_367) | | | [177](#i048d0aaaa4374c199ed7ca2e6f98f07d_367) | | |

| *Crane* | | | | | | Crane Clean Energy Center (formerly known as Three Mile Island Unit 1) | | |

| *ASR* | | | | | | Accelerated Share Repurchase | | |

| *CenterPoint* | | | | | | CenterPoint Energy Houston Electric, LLC | | |

| *GDP* | | | | | | Gross Domestic Product | | |

| *HSR Act* | | | | | | Hart-Scott-Rodino Antitrust Improvements Act | | |

| *RMP* | | | | | | Risk Management Policy | | |

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| Constellation Energy Corporation | | | $29,396,464,132 | | |

| [WHERE TO FIND MORE INFORMATION](#id92a3771fd574010a55cfb2a228a2bce_19) | | | | | | [5](#id92a3771fd574010a55cfb2a228a2bce_19) | | |

| [PART I](#id92a3771fd574010a55cfb2a228a2bce_22) | | | | | | | | |

| | | | [General](#id92a3771fd574010a55cfb2a228a2bce_28) | | | [6](#id92a3771fd574010a55cfb2a228a2bce_28) | | |

| | | | [Employees](#id92a3771fd574010a55cfb2a228a2bce_34) | | | [19](#id92a3771fd574010a55cfb2a228a2bce_34) | | |

| [PART II](#id92a3771fd574010a55cfb2a228a2bce_55) | | | | | | | | |

| | | | [1. Basis of Presentation](#id92a3771fd574010a55cfb2a228a2bce_136) | | | [96](#id92a3771fd574010a55cfb2a228a2bce_136) | | |

| | | | [3. Regulatory Matters](#id92a3771fd574010a55cfb2a228a2bce_148) | | | [106](#id92a3771fd574010a55cfb2a228a2bce_148) | | |

| | | | [5. Segment Information](#id92a3771fd574010a55cfb2a228a2bce_163) | | | [111](#id92a3771fd574010a55cfb2a228a2bce_163) | | |

| | | | [6. Accounts Receivable](#id92a3771fd574010a55cfb2a228a2bce_169) | | | [114](#id92a3771fd574010a55cfb2a228a2bce_169) | | |

| | | | [7. Early Plant Retirements](#id92a3771fd574010a55cfb2a228a2bce_175) | | | [115](#id92a3771fd574010a55cfb2a228a2bce_175) | | |

| | | | [9. Jointly Owned Electric Plant](#id92a3771fd574010a55cfb2a228a2bce_190) | | | [118](#id92a3771fd574010a55cfb2a228a2bce_190) | | |

| | | | [11. Leases](#id92a3771fd574010a55cfb2a228a2bce_202) | | | [124](#id92a3771fd574010a55cfb2a228a2bce_202) | | |

| | | | [12. Asset Impairments](#id92a3771fd574010a55cfb2a228a2bce_211) | | | [125](#id92a3771fd574010a55cfb2a228a2bce_211) | | |

| | | | [13. Intangible Assets](#id92a3771fd574010a55cfb2a228a2bce_217) | | | [126](#id92a3771fd574010a55cfb2a228a2bce_217) | | |

| | | | [14. Income Taxes](#id92a3771fd574010a55cfb2a228a2bce_223) | | | [127](#id92a3771fd574010a55cfb2a228a2bce_223) | | |

| | | | [15. Retirement Benefits](#id92a3771fd574010a55cfb2a228a2bce_232) | | | [130](#id92a3771fd574010a55cfb2a228a2bce_232) | | |

| | | | [16. Derivative Financial Instruments](#id92a3771fd574010a55cfb2a228a2bce_238) | | | [140](#id92a3771fd574010a55cfb2a228a2bce_238) | | |

| | | | [17. Debt and Credit Agreements](#id92a3771fd574010a55cfb2a228a2bce_244) | | | [144](#id92a3771fd574010a55cfb2a228a2bce_244) | | |

| | | | [19. Commitments and Contingencies](#id92a3771fd574010a55cfb2a228a2bce_259) | | | [157](#id92a3771fd574010a55cfb2a228a2bce_259) | | |

| | | | [20. Shareholders' Equity](#id92a3771fd574010a55cfb2a228a2bce_265) | | | [162](#id92a3771fd574010a55cfb2a228a2bce_265) | | |

| | | | [21. Stock-Based Compensation Plans](#id92a3771fd574010a55cfb2a228a2bce_271) | | | [163](#id92a3771fd574010a55cfb2a228a2bce_271) | | |

| | | | [22. Variable Interest Entities](#id92a3771fd574010a55cfb2a228a2bce_283) | | | [166](#id92a3771fd574010a55cfb2a228a2bce_283) | | |

| | | | [23. Supplemental Financial Information](#id92a3771fd574010a55cfb2a228a2bce_289) | | | [169](#id92a3771fd574010a55cfb2a228a2bce_289) | | |

| | | | [24. Related Party Transactions](#id92a3771fd574010a55cfb2a228a2bce_295) | | | [173](#id92a3771fd574010a55cfb2a228a2bce_295) | | |

| [PART III](#id92a3771fd574010a55cfb2a228a2bce_319) | | | | | | | | |

| [PART IV](#id92a3771fd574010a55cfb2a228a2bce_337) | | | | | | | | |

| [SIGNATURES](#id92a3771fd574010a55cfb2a228a2bce_358) | | | | | | [185](#id92a3771fd574010a55cfb2a228a2bce_358) | | |

| | | | [Constellation Energy Corporation](#id92a3771fd574010a55cfb2a228a2bce_358) | | | [185](#id92a3771fd574010a55cfb2a228a2bce_358) | | |

| *TMI* | | | | | | Three Mile Island nuclear facility | | |

| *ASA* | | | | | | Asset Sale Agreement | | |

| *Brookfield Renewable* | | | | | | Brookfield Renewable Partners, L.P. | | |

| *CES* | | | | | | Clean Energy Standard | | |

| *EBITDA* | | | | | | Earnings Before Interest, Tax, Depreciation and Amortization | | |

| *EDF* | | | | | | Electricite de France SA and its subsidiaries | | |

| *EMA* | | | | | | Employee Matters Agreement | | |

| *NEPA* | | | | | | National Environmental Policy Act of 1969 | | |

| *NWPA* | | | | | | Nuclear Waste Policy Act of 1982 | | |

| *PCAOB* | | | | | | Public Company Accounting Oversight Board | | |

| *RGGI* | | | | | | Regional Greenhouse Gas Initiative | | |

Our cybersecurity and physical security controls are implemented through policies and procedures [removed: which form the comprehensive framework] we utilize for planning, performing, managing, assessing, innovating, and improving our security controls.

[removed: Our cybersecurity program is aligned to] the five functions of the NIST Cybersecurity Framework – identify, detect, protect, respond, and recover.

[removed: In addition, to detect] [added: To assist in detecting] cybersecurity events, we deploy security logging and monitoring, malicious code detection, and data loss protection tools.

If the company is the target of a cybersecurity attack, we have established processes for incident response and crisis management to [removed: detect and] triage potential [removed: incidents and] [added: incidents,] determine severity, contain, and eradicate a threat.

[removed: These processes also include steps to] [added: To] recover our systems and [removed: information through] [added: information, we utilize] established [removed: and exercised] system recovery plans and business continuity plans.

[removed: Our incident response process includes steps] [added: These processes require notifications] to [removed: notify] regulatory and other governmental authorities of cybersecurity events as required by law, including providing notice to investors for material cybersecurity events.

As part of our process to continuously improve, we utilize [removed: internal functions such as] our internal [removed: audit] [added: audit, risk,] and [removed: risk] [added: legal] functions to evaluate security controls and risk management practices.

At the executive and management level, the Chief Administration Officer, via delegations to the Cyber [removed: and Physical] Security [removed: organizations,] [added: organization,] is authorized to govern and functionally oversee our security controls and services on behalf of the enterprise.

Our cybersecurity organization, under the direction of the CISO who reports to the CIO, implements and provides governance and functional oversight for cybersecurity controls and [removed: services.][added: services, including coordination with our Corporate Security function.]

Our cybersecurity program is aligned to

The following table presents our interests in net electric generating capacity by station at December 31, [removed: 2023:][added: 2024:]

| Braidwood | | | | | | Braidwood, IL | | | | | | 2 | | | | | | | | | | | | Uranium | | | | | | [removed: Base-load] [added: Baseload] | | | | | | 2,386 | | | | | |

| LaSalle | | | | | | Seneca, IL | | | | | | 2 | | | | | | | | | | | | Uranium | | | | | | [removed: Base-load] [added: Baseload] | | | | | | 2,320 | | | | | |

| Dresden | | | | | | Morris, IL | | | | | | 2 | | | | | | | | | | | | Uranium | | | | | | [removed: Base-load] [added: Baseload] | | | | | | 1,845 | | | [removed: (e)] | | |

| Quad Cities | | | | | | Cordova, IL | | | | | | 2 | | | | | | 75 | | | | | | Uranium | | | | | | [removed: Base-load] [added: Baseload] | | | | | | 1,403 | | | | | |

| Clinton | | | | | | Clinton, IL | | | | | | 1 | | | | | | | | | | | | Uranium | | | | | | [removed: Base-load] [added: Baseload] | | | | | | 1,092 | | | | | |

| Michigan Wind 2 | | | | | | Sanilac [removed: Co.,] [added: County,] MI | | | | | | 50 | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 46 | | | | | |

| Beebe | | | | | | Gratiot [removed: Co.,] [added: County,] MI | | | | | | 34 | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 42 | | | | | |

| Michigan Wind 1 | | | | | | Huron [removed: Co.,] [added: County,] MI | | | | | | 46 | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 35 | | | | | |

| Harvest 2 | | | | | | Huron [removed: Co.,] [added: County,] MI | | | | | | 33 | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 30 | | | | | |

| Harvest | | | | | | Huron [removed: Co.,] [added: County,] MI | | | | | | 31 | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 26 | | | | | |

| Beebe 1B | | | | | | Gratiot [removed: Co.,] [added: County,] MI | | | | | | 21 | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 26 | | | | | |

| CP Windfarm | | | | | | Faribault [removed: Co.,] [added: County,] MN | | | | | | 2 | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 2 | | | | | |

| Total Midwest | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 11,605] [added: 11,608] | | | | | |

| Limerick | | | | | | Sanatoga, PA | | | | | | 2 | | | | | | | | | | | | Uranium | | | | | | [removed: Base-load] [added: Baseload] | | | | | | 2,315 | | | | | |

| Calvert Cliffs | | | | | | Lusby, MD | | | | | | 2 | | | | | | | | | | | | Uranium | | | | | | [removed: Base-load] [added: Baseload] | | | | | | 1,789 | | | | | |

| Peach Bottom | | | | | | Delta, PA | | | | | | 2 | | | | | | 50 | | | | | | Uranium | | | | | | [removed: Base-load] [added: Baseload] | | | | | | 1,324 | | | | | |

| Salem | | | | | | Lower Alloways Creek Township, NJ | | | | | | 2 | | | | | | 42.59 | | | | | | Uranium | | | | | | [removed: Base-load] [added: Baseload] | | | | | | [removed: 995] [added: 989] | | | | | |

| Conowingo | | | | | | Darlington, MD | | | | | | 11 | | | | | | | | | | | | Hydroelectric | | | | | | [removed: Base-load] [added: Baseload] | | | | | | 497 | | | | | |

| Criterion | | | | | | Oakland, MD | | | | | | 28 | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 36 | | | | | |

| Fourmile Ridge | | | | | | Garrett County, MD | | | | | | 16 | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 20 | | | | | |

| Solar Horizons | | | | | | Emmitsburg, MD | | | | | | 1 | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Solar | | | | | | Intermittent | | | | | | 8 | | | | | |

| Solar New Jersey 3 | | | | | | Middle Township, NJ | | | | | | [removed: 5] [added: 4] | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Solar | | | | | | Intermittent | | | | | | 1 | | | | | |

| Eddystone 3, 4 | | | | | | Eddystone, PA | | | | | | 2 | | | | | | | | | | | | Oil/Gas | | | | | | Peaking | | | | | | 760 | | | [removed: (i)] [added: (h)] | | |

| Perryman | | | | | | Aberdeen, MD | | | | | | 5 | | | | | | | | | | | | Oil/Gas | | | | | | Peaking | | | | | | 404 | | | [added: (i)] | | |

| Moser | | | | | | Lower Pottsgrove [removed: Twp.,] [added: Township,] PA | | | | | | 3 | | | | | | | | | | | | Oil | | | | | | Peaking | | | | | | 51 | | | | | |

| Total Mid-Atlantic | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 10,393] [added: 10,387] | | | | | |

| Whitetail | | | | | | Webb County, TX | | | | | | 57 | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 47 | | | | | |

| Sendero | | | | | | Jim Hogg and Zapata [removed: County,] [added: Counties,] TX | | | | | | 39 | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 40 | | | | | |

| Colorado Bend II | | | | | | Wharton, TX | | | | | | 3 | | | | | | | | | | | | Gas | | | | | | Intermediate | | | | | | [removed: 1,138] [added: 1,143] | | | | | |

| Total ERCOT | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4,734] [added: 4,740] | | | | | |

| FitzPatrick | | | | | | Scriba, NY | | | | | | 1 | | | | | | | | | | | | Uranium | | | | | | [removed: Base-load] [added: Baseload] | | | | | | 842 | | | | | |

| Ginna | | | | | | Ontario, NY | | | | | | 1 | | | | | | | | | | | | Uranium | | | | | | [removed: Base-load] [added: Baseload] | | | | | | 576 | | | | | |

| Bluestem | | | | | | Beaver County, OK | | | | | | 60 | | | | | | 51 | | | [removed: (f)(h)] [added: (e)(g)] | | | Wind | | | | | | Intermittent | | | | | | 101 | | | | | |

| Shooting Star | | | | | | Kiowa County, KS | | | | | | 65 | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 53 | | | | | |

| Bluegrass Ridge | | | | | | King City, MO | | | | | | [removed: 27] [added: 26] | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 29 | | | | | |

| Conception | | | | | | Barnard, MO | | | | | | [removed: 24] [added: 23] | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 26 | | | | | |

| Cow Branch | | | | | | Rock Port, MO | | | | | | 24 | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 26 | | | | | |

| Mountain Home | | | | | | Glenns Ferry, ID | | | | | | 20 | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 21 | | | | | |

| High Mesa | | | | | | Elmore [removed: Co.,] [added: County,] ID | | | | | | 19 | | | | | | 51 | | | [removed: (f)] [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | 20 | | | | | |

| Byron | | | | | | Byron, IL | | | | | | 2 | | | | | | | | | | | | Uranium | | | | | | Baseload | | | | | | 2,350 | | | | | |

| STP | | | | | | Bay City, TX | | | | | | 2 | | | | | | 44 | | | (j) | | | Uranium | | | | | | Baseload | | | | | | 1,162 | | | | | |

| NMP | | | | | | Scriba, NY | | | | | | 2 | | | | | | | | | (f) | | | Uranium | | | | | | Baseload | | | | | | 1,675 | | | | | |

| Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 31,676 | | | | | |

All other facilities reflect a summer rating.

(i)In July 2024, we submitted a deactivation notice with PJM with intent to deactivate one of the Perryman 6 units (unit 1) with approximately 54.9 MW of installed capacity on or about May 31, 2025.

(j)Within the 44% undivided ownership interest in STP, 2% interest was recorded as held for sale as of December 31, 2024.

For additional information on insurance specific to our nuclear facilities, see

| Byron | | | | | | Byron, IL | | | | | | 2 | | | | | | | | | | | | Uranium | | | | | | Base-load | | | | | | 2,347 | | | (e) | | |

| South Texas Project | | | | | | Bay City, TX | | | | | | 2 | | | | | | 44 | | | | | | Uranium | | | | | | Base-load | | | | | | 1,161 | | | | | |

| Nine Mile Point | | | | | | Scriba, NY | | | | | | 2 | | | | | | | | | (g) | | | Uranium | | | | | | Base-load | | | | | | 1,675 | | | | | |

| Mystic 8, 9 | | | | | | Charlestown, MA | | | | | | 6 | | | | | | | | | | | | Gas | | | | | | Intermediate | | | | | | 1,413 | | | (e) | | |

| Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 33,094 | | | | | |

Natural gas and oil 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 stations in 2021 and Mystic Units 8 and 9 in 2024.

On September 15, 2021, we reversed the previous decision to retire Byron and Dresden.

As of January 31, [removed: 2024] [added: 2025,] there were [removed: 316,666,538 shares of common stock outstanding and] approximately [removed: 70,439] [added: 66,724] record holders of common stock.

The performance graph below illustrates a [removed: two-year] [added: three-year] comparison of cumulative total returns based on an initial investment of $100 in CEG Parent common stock, as compared with the S&P 500 Stock Index and the Philadelphia Utility Sector [removed: Index, or UTY,] [added: Index (UTY),] for the period 2022 through [removed: 2023.][added: 2024.]

[removed: ][added: ]

| Value of Investment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| CEG | | | $100 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $175 | | | $240 | | | [added: $462 | | |]

| S&P 500 | | | $100 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $86 | | | $108 | | | [added: $135 | | |]

| UTY | | | $100 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $107 | | | $96 | | | [added: $116 | | |]

As of January 31, [removed: 2024,] [added: 2025,] CEG Parent directly held the entire membership interest in Constellation.

The [removed: 2024] [added: 2025] quarterly dividend will be [removed: $0.3525] [added: $0.3878] per share.

The following table sets forth Constellation’s quarterly cash dividends per share paid during [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

First Quarter [removed: 2024] [added: 2025] Dividend

On February [removed: 26, 2024,] [added: 18, 2025,] our Board of Directors declared a regular quarterly dividend of [removed: $0.3525] [added: $0.3878] per share on our common stock for the first quarter of [removed: 2024.][added: 2025.]

The dividend is payable on Tuesday, March [removed: 19, 2024,] [added: 18, 2025,] to shareholders of record as of 5 p.m.

Eastern time on Friday, March [removed: 8, 2024.][added: 7, 2025.]

[removed: On December 12,] [added: Since] 2023, our Board of Directors [removed: approved an increase to our previously announced $1 billion share repurchase program, authorizing] [added: authorized] the repurchase of up to [removed: an additional $1] [added: $3] billion of the [removed: Company’s] [added: Company's] outstanding common stock.

[removed: The following table provides information regarding our] [added: There were no] share repurchases under [removed: the] [added: our share repurchase] program during the three months ended December 31, [removed: 2023.][added: 2024.]

| | | | 2/1/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12/31/22 | | | 12/31/23 | | | 12/31/24 | | |

Our Board of Directors approved a 10% increase in the 2025 quarterly dividend per share compared to the 2024 quarterly dividend per share.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| 2024 | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| $ | 0.3525 | | | | | $ | 0.3525 | | | | | $ | 0.3525 | | | | | $ | 0.3525 | | | | | $ | 0.2820 | | | | | $ | 0.2820 | | | | | $ | 0.2820 | | | | | $ | 0.2820 | |

See Note 19 — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information regarding our share repurchase program.

As of December 31, 2024, there was $991 million of remaining authority to repurchase shares of the Company's outstanding common stock.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2/1/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12/31/22 | | | 12/31/23 | | |

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.

Our Board of Directors approved an updated dividend policy for 2024.

| 2023 | | | | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |

| $ | 0.2820 | | | | | $ | 0.2820 | | | | | $ | 0.2820 | | | | | $ | 0.2820 | | | | | $ | 0.1410 | | | | | $ | 0.1410 | | | | | $ | 0.1410 | | | | | $ | 0.1410 | |

On February 16, 2023, as part of our capital allocation plan, our Board of Directors announced a share repurchase program with a $1 billion authority without expiration.

Repurchases under this program commenced in March 2023.

Shares repurchased were made through open market transactions and purchases pursuant to a Rule 10b5-1 trading plan.

All repurchased shares were constructively retired and cancelled.

On November 9, 2023, we entered into a stock purchase plan for the purchase of shares of our common stock (November 2023 Stock Purchase Plan), designed to comply with Rule 10b5-1 under the Exchange Act.

Under its terms, the November 2023 Stock Purchase Plan would expire at the later of the completion of the maximum purchase amount of $250 million of shares of our common stock, or December 31, 2023.

During 2023, we repurchased from the open market approximately 10.6 million shares of our common stock for a total cost, inclusive of taxes and transaction costs, of $1 billion.

As of December 31, 2023, there was $1 billion of remaining authority to repurchase shares.

All repurchases disclosed were made pursuant to the November 2023 Stock Purchase Plan:

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | Total Number of Shares Purchased(a) | | | | | | Average Price Paid per Share(b) | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs(c) | | |

| October 1, 2023 to October 31, 2023 | | | — | | | | | | $ | — | | | | | $ | 244,000,000 | |

| November 1, 2023 to November 30, 2023 | | | 993,800 | | | | | | $ | 122.84 | | | | | $ | 121,000,000 | |

| December 1, 2023 to December 31, 2023(d) | | | 1,031,569 | | | | | | $ | 115.75 | | | | | $ | 1,000,000,000 | |

| Total | | | 2,025,369 | | | | | | $ | 119.22 | | | | | $ | 1,000,000,000 | |

__________

(a)We have not made any purchases of shares other than in connection with the publicly announced share repurchase program described above.

(b)Average price paid per share for open market transactions excludes taxes and commissions.

(c)Approximate dollar value of shares that may yet be purchased under the program includes taxes and commissions.

(d)Includes increase of additional $1 billion of share repurchase authority.

CEG Parent’s management assessed the effectiveness of CEG Parent’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment, CEG Parent’s management concluded that, as of December 31, [removed: 2023,] [added: 2024,] CEG Parent’s internal control over financial reporting was effective.

The effectiveness of CEG Parent’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

[removed: February 27, 2024][added: | | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |]

Constellation’s management assessed the effectiveness of Constellation’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment, Constellation’s management concluded that, as of December 31, [removed: 2023,] [added: 2024,] Constellation’s internal control over financial reporting was effective.

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated Framework [removed: (2013)*] [added: (2013)] issued by the COSO.

[removed: A company’s internal control over financial reporting includes those policies and procedures that] (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding [removed: prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

As of December 31, [removed: 2023,] [added: 2024,] the nuclear decommissioning ARO was [removed: $13.9] [added: $12.2] billion.

[removed: The principal considerations for our determination that performing procedures relating to the Company’s nuclear decommissioning ARO assessment is a critical audit matter are (i) the significant judgment by management when] estimating its decommissioning obligations; (ii) 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; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Those standards require that we plan and perform the [removed: audit] [added: audits] to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

| (In millions, except per share data) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Operating revenues | | | $ | [removed: 24,918] [added: 23,568] | | | | | $ | [removed: 24,280] [added: 24,918] | | | | | $ | [removed: 18,461] [added: 24,280] | |

| Operating revenues from affiliates | | | — | | | | | | [removed: 160] [added: —] | | | | | | [removed: 1,188] [added: 160] | | |

| Total operating revenues | | | [removed: 24,918] [added: 23,568] | | | | | | [removed: 24,440] [added: 24,918] | | | | | | [removed: 19,649] [added: 24,440] | | |

| Purchased power and fuel | | | [removed: 16,001] [added: 11,419] | | | | | | [removed: 17,457] [added: 16,001] | | | | | | [removed: 12,157] [added: 17,457] | | |

| Purchased power and fuel from affiliates | | | — | | | | | | [removed: 5] [added: —] | | | | | | [removed: 6] [added: 5] | | |

| Operating and maintenance | | | [removed: 5,685] [added: 6,159] | | | | | | [removed: 4,797] [added: 5,685] | | | | | | [removed: 3,934] [added: 4,797] | | |

| Operating and maintenance from affiliates | | | — | | | | | | [removed: 44] [added: —] | | | | | | [removed: 621] [added: 44] | | |

| Depreciation and amortization | | | [removed: 1,096] [added: 1,123] | | | | | | [removed: 1,091] [added: 1,096] | | | | | | [removed: 3,003] [added: 1,091] | | |

| Taxes other than income taxes | | | [removed: 553] [added: 586] | | | | | | [removed: 552] [added: 553] | | | | | | [removed: 475] [added: 552] | | |

| Total operating expenses | | | [removed: 23,335] [added: 19,287] | | | | | | [removed: 23,946] [added: 23,335] | | | | | | [removed: 20,196] [added: 23,946] | | |

| Gain (loss) on sales of assets and businesses | | | [removed: 27] [added: 71] | | | | | | [removed: 1] [added: 27] | | | | | | [removed: 201] [added: 1] | | |

| Operating income (loss) | | | [removed: 1,610] [added: 4,352] | | | | | | [removed: 495] [added: 1,610] | | | | | | [removed: (346)] [added: 495] | | |

| Interest expense, net | | | [removed: (431)] [added: (506)] | | | | | | [removed: (250)] [added: (431)] | | | | | | [removed: (282)] [added: (250)] | | |

| Interest expense to affiliates | | | — | | | | | | [removed: (1)] [added: —] | | | | | | [removed: (15)] [added: (1)] | | |

| Other, net | | | [removed: 1,268] [added: 670] | | | | | | [removed: (786)] [added: 1,268] | | | | | | [removed: 795] [added: (786)] | | |

| Total other income and (deductions) | | | [removed: 837] [added: 164] | | | | | | [removed: (1,037)] [added: 837] | | | | | | [removed: 498] [added: (1,037)] | | |

| Income (loss) before income taxes | | | [removed: 2,447] [added: 4,516] | | | | | | [removed: (542)] [added: 2,447] | | | | | | [removed: 152] [added: (542)] | | |

| Income tax (benefit) expense | | | [removed: 859] [added: 774] | | | | | | [removed: (388)] [added: 859] | | | | | | [removed: 225] [added: (388)] | | |

| Equity in income (losses) of unconsolidated affiliates | | | [removed: (11)] [added: (4)] | | | | | | [removed: (13)] [added: (11)] | | | | | | [removed: (10)] [added: (13)] | | |

| Net income (loss) | | | [removed: 1,577] [added: 3,738] | | | | | | [removed: (167)] [added: 1,577] | | | | | | [removed: (83)] [added: (167)] | | |

| Net income (loss) attributable to noncontrolling interests | | | [removed: (46)] [added: (11)] | | | | | | [removed: (7)] [added: (46)] | | | | | | [removed: 122] [added: (7)] | | |

| Net income (loss) attributable to common shareholders | | | $ | [removed: 1,623] [added: 3,749] | | | | | $ | [removed: (160)] [added: 1,623] | | | | | $ | [removed: (205)] [added: (160)] | |

| Net income (loss) | | | $ | [removed: 1,577] [added: 3,738] | | | | | $ | [removed: (167)] [added: 1,577] | | | | | $ | [removed: (83)] [added: (167)] | |

| Pension and non-pension postretirement benefit [removed: plans:] [added: costs] | | | [added: $] | [added: 107] | | | | | [added: $] | [added: 47] | | | | | [added: $] | [added: 17] | | [added: | | | $ | 107 | | | | | $ | 47 | | | | | $ | 17 | |]

| Prior service benefit reclassified to periodic benefit cost | | | (4) | | | | | | [removed: (6)] [added: (4)] | | | | | | [removed: —] [added: (6)] | | |

February 18, 2025

A company’s internal control over financial reporting includes those policies and procedures that:

prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

February 18, 2025

As of December 31, 2024, the nuclear decommissioning ARO was $12.2 billion.

The principal considerations for our determination that performing procedures relating to the Company’s nuclear decommissioning ARO assessment is a critical audit matter are (i) the significant judgment by management when

February 18, 2025

| (In millions) | | | 2024 | | | | | | 2023 | | |

| (In millions) | | | 2024 | | | | | | 2023 | | |

| Employee incentive plans | | | 885 | | | | | | 56 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 56 | | |

| Common stock dividends ($0.3525/common share) | | | — | | | | | | — | | | | | | (444) | | | | | | — | | | | | | — | | | | | | — | | | | | | (444) | | |

| Common stock repurchased | | | (5,519) | | | | | | (1,009) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,009) | | |

| Balance, December 31, 2024 | | | 312,838 | | | | | | $ | 11,402 | | | | | $ | 4,066 | | | | | $ | (2,302) | | | | | $ | 373 | | | | | $ | — | | | | | $ | 13,539 | |

| Operating revenues | | | $ | 23,568 | | | | | $ | 24,918 | | | | | $ | 24,280 | |

| Operating revenues from affiliates | | | — | | | | | | — | | | | | | 160 | | |

| Total operating revenues | | | 23,568 | | | | | | 24,918 | | | | | | 24,440 | | |

| Purchased power and fuel | | | 11,419 | | | | | | 16,001 | | | | | | 17,457 | | |

| Purchased power and fuel from affiliates | | | — | | | | | | — | | | | | | 5 | | |

| Operating and maintenance | | | 6,159 | | | | | | 5,685 | | | | | | 4,797 | | |

| Taxes other than income taxes | | | 586 | | | | | | 553 | | | | | | 552 | | |

| Total operating expenses | | | 19,287 | | | | | | 23,335 | | | | | | 23,946 | | |

| Operating income (loss) | | | 4,352 | | | | | | 1,610 | | | | | | 495 | | |

| Interest expense, net | | | (506) | | | | | | (431) | | | | | | (250) | | |

| Interest expense to affiliates | | | — | | | | | | — | | | | | | (1) | | |

| Other, net | | | 670 | | | | | | 1,268 | | | | | | (786) | | |

| Total other income and (deductions) | | | 164 | | | | | | 837 | | | | | | (1,037) | | |

| Income (loss) before income taxes | | | 4,516 | | | | | | 2,447 | | | | | | (542) | | |

| Income tax (benefit) expense | | | 774 | | | | | | 859 | | | | | | (388) | | |

| Equity in income (losses) of unconsolidated affiliates | | | (4) | | | | | | (11) | | | | | | (13) | | |

| Net income (loss) | | | 3,738 | | | | | | 1,577 | | | | | | (167) | | |

| Net income (loss) attributable to noncontrolling interests | | | (11) | | | | | | (46) | | | | | | (7) | | |

| Net income (loss) | | | $ | 3,738 | | | | | $ | 1,577 | | | | | $ | (167) | |

| Prior service benefit reclassified to periodic benefit cost | | | (4) | | | | | | (4) | | | | | | (6) | | |

| Pension and non-pension postretirement benefit plans valuation adjustment | | | (176) | | | | | | (453) | | | | | | 186 | | |

| Unrealized gain (loss) on cash flow hedges | | | 4 | | | | | | (1) | | | | | | (1) | | |

| Unrealized gain (loss) on foreign currency translation | | | (10) | | | | | | 2 | | | | | | (3) | | |

| Comprehensive income (loss) attributable to noncontrolling interests | | | (11) | | | | | | (46) | | | | | | (7) | | |

| Net income (loss) | | | $ | 3,738 | | | | | $ | 1,577 | | | | | $ | (167) | |

| Depreciation, amortization, and accretion, including nuclear fuel and energy contract amortization | | | 2,700 | | | | | | 2,514 | | | | | | 2,427 | | |

| Net fair value changes related to derivatives | | | (1,297) | | | | | | 996 | | | | | | 986 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Change in money pool with Exelon | | | — | | | | | | — | | | | | | (285) | | |

| Acquisition of CENG noncontrolling interest | | | — | | | | | | — | | | | | | (885) | | |

| Distributions to Exelon | | | — | | | | | | — | | | | | | (1,832) | | |

| | | | | | | | | | | | |

| Pension obligations | | | 1,070 | | | | | | 605 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2020 | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | (30) | | | | | $ | 2,277 | | | | | $ | 12,429 | | | | | $ | 14,676 | |

| Acquisition of CENG noncontrolling Interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,965) | | | | | | 1,080 | | | | | | (885) | | |

| Deferred tax adjustment related to acquisition of CENG noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (288) | | | | | | (288) | | |

| Distribution to member | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,832) | | | | | | (1,832) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2020 | | | $ | 9,624 | | | | | $ | 2,805 | | | | | $ | (30) | | | | | $ | 2,277 | | | | | $ | 14,676 | |

| Acquisition of CENG noncontrolling Interest | | | 1,080 | | | | | | — | | | | | | — | | | | | | (1,965) | | | | | | (885) | | |

| Deferred tax adjustment related to acquisition of CENG noncontrolling interest | | | (288) | | | | | | — | | | | | | — | | | | | | — | | | | | | (288) | | |

| Distribution to member | | | — | | | | | | (1,832) | | | | | | — | | | | | | — | | | | | | (1,832) | | |

| Contribution from member | | | 64 | | | | | | — | | | | | | — | | | | | | — | | | | | | 64 | | |

| Acquisition of noncontrolling interest | | | 2 | | | | | | — | | | | | | — | | | | | | (2) | | | | | | — | | |

| Changes in equity of noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | 53 | | | | | | 53 | | |

(Dollars in millions, unless otherwise noted)

On February 21, 2021, the Board of Directors of 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.

CEG Parent, a direct, wholly owned subsidiary of Exelon, was newly formed for the purpose of separation and had not engaged in any business activities nor had any assets or liabilities prior to the separation.

On February 1, 2022, the separation was completed and CEG Parent holds all the interests in Constellation previously held by Exelon.

We apply proportionate consolidation when we have an undivided interest in an asset and are proportionately liable for our share of each liability associated with the asset.

from observable transactions for identical or similar investments of the same issuer, less impairment, and changes in measurement are reported in earnings.

On February 1, 2022, Exelon completed the separation through a pro-rata distribution of all of the outstanding shares of our common stock, no par value, on the basis of one such share for every three shares of Exelon common stock held on January 20, 2022, the record date of the distribution.

We are an independent, publicly traded company listed on the Nasdaq Stock Market under the symbol “CEG”, and regular-way trading began on February 2, 2022.

Exelon no longer retains any ownership interest in CEG Parent or Constellation.

- Transition Services Agreement (TSA) – governs all matters relating to the provision of services between us and Exelon on a transitional basis, in addition to providing us with certain services for an expected period of two-years, provided that certain services may be longer than the term and services may be extended with approval from both parties; the services include support for information technology, accounting, finance, human resources, security, and various other administrative and operational services