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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2022

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File NumberName of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone NumberIRS Employer Identification Number
001-41137CONSTELLATION ENERGY CORPORATION87-1210716
(a Pennsylvania corporation) 1310 Point Street Baltimore, Maryland 21231-3380 (610) 765-5959
333-85496CONSTELLATION ENERGY GENERATION, LLC23-3064219
(a Pennsylvania limited liability company) 200 Exelon Way Kennett Square, Pennsylvania 19348-2473 (610) 765-5959

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
CONSTELLATION ENERGY CORPORATION:
Common Stock, without par valueCEGThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Constellation Energy CorporationYesxNo☐
Constellation Energy Generation, LLCYesxNo☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Constellation Energy CorporationLarge Accelerated Filer☐Accelerated Filer☐Non-accelerated FilerxSmaller Reporting Company☐Emerging Growth Company☐
Constellation Energy Generation, LLCLarge Accelerated Filer☐Accelerated Filer☐Non-accelerated FilerxSmaller Reporting Company☐Emerging Growth Company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The number of shares outstanding of each registrant’s common stock as of March 31, 2022 was as follows:

Constellation Energy Corporation Common Stock, without par value326,698,937
Constellation Energy Generation, LLCNot applicable

TABLE OF CONTENTS

Page No.
GLOSSARY OF TERMS AND ABBREVIATIONS1
FILING FORMAT4
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION4
WHERE TO FIND MORE INFORMATION4
PART IFINANCIAL INFORMATION4
ITEM 1.FINANCIAL STATEMENTS4
Constellation Energy Corporation
Consolidated Statements of Operations and Comprehensive Income5
Consolidated Statements of Cash Flows6
Consolidated Balance Sheets7
Consolidated Statements of Changes in Equity9
Constellation Energy Generation, LLC
Consolidated Statements of Operations and Comprehensive Income10
Consolidated Statements of Cash Flows11
Consolidated Balance Sheets12
Consolidated Statements of Changes in Equity14
Combined Notes to Consolidated Financial Statements
1. Basis of Presentation15
2. Mergers, Acquisitions, and Dispositions16
3. Regulatory Matters17
4. Revenue from Contracts with Customers18
5. Segment Information20
6. Accounts Receivable23
7. Early Plant Retirements24
8. Nuclear Decommissioning26
9. Income Taxes28
10. Retirement Benefits29
11. Derivative Financial Instruments33
12. Debt and Credit Agreements37
13. Fair Value of Financial Assets and Liabilities39
14. Commitments and Contingencies45
15. Stock-Based Compensation Plans48
16. Changes in Accumulated Other Comprehensive Loss49
17. Variable Interest Entities50
18. Supplemental Financial Information53
19. Related Party Transactions56
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS58
Executive Overview58
Financial Results of Operations58
Significant 2022 Transactions and Developments68
Other Key Business Drivers and Management Strategies68
Critical Accounting Policies and Estimates69
Liquidity and Capital Resources71
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK76
ITEM 4.CONTROLS AND PROCEDURES81
PART IIOTHER INFORMATION81
ITEM 1.LEGAL PROCEEDINGS81
ITEM 1A.RISK FACTORS81
ITEM 4.MINE SAFETY DISCLOSURES81
ITEM 5.OTHER INFORMATION81
ITEM 6.EXHIBITS82
SIGNATURES85
Constellation Energy Corporation85
Constellation Energy Generation, LLC86
GLOSSARY OF TERMS AND ABBREVIATIONS
Constellation Energy Corporation and Related Entities
CEG ParentConstellation Energy Corporation
ConstellationConstellation Energy Generation, LLC (formerly Exelon Generation Company, LLC)
RegistrantsCEG Parent and Constellation, collectively
Antelope ValleyAntelope Valley Solar Ranch One
CENGConstellation Energy Nuclear Group, LLC
CRConstellation Renewables, LLC (formerly ExGen Renewables IV, LLC)
CRPConstellation Renewables Partners, LLC (formerly ExGen Renewables Partners, LLC)
FitzPatrickJames A. FitzPatrick nuclear generating station
GinnaR. E. Ginna nuclear generating station
NERNewEnergy Receivables LLC
NMPNine Mile Point nuclear generating station
RPGRenewable Power Generation, LLC
SolGenSolGen, LLC
TMIThree Mile Island nuclear facility
Former Related Entities
ExelonExelon Corporation
ComEdCommonwealth Edison Company
PECOPECO Energy Company
BGEBaltimore Gas and Electric Company
Pepco Holdings or PHIPepco Holdings LLC (formerly Pepco Holdings, Inc.)
PepcoPotomac Electric Power Company
DPLDelmarva Power & Light Company
ACEAtlantic City Electric Company
BSCExelon Business Services Company, LLC
GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
Note - of the 2021 Form 10-KReference to specific Note to Consolidated Financial Statements within our 2021 Annual Report on Form 10-K
AECAlternative Energy Credit that is issued for each megawatt hour of generation from a qualified alternative energy source
AESOAlberta Electric Systems Operator
AOCIAccumulated Other Comprehensive Income (Loss)
APBOAccumulated Postretirement Benefit Obligation
ARCAsset Retirement Cost
AROAsset Retirement Obligation
Brookfield RenewableBrookfield Renewable Partners, L.P.
CESClean Energy Standard
Clean Energy LawIllinois Public Act 102-0062 signed into law on September 15, 2021
Clean Water ActFederal Water Pollution Control Amendments of 1972, as amended
CMCCarbon Mitigation Credit
CODMChief Operating Decision Maker
DCPSCDistrict of Columbia Public Service Commission
DEPSCDelaware Public Service Commission
DOEUnited States Department of Energy
DOJUnited States Department of Justice
DPPDeferred Purchase Price
EBITDAEarnings Before Interest, Tax, Depreciation and Amortization
EDFElectricite de France SA and its subsidiaries
EPAUnited States Environmental Protection Agency
ERCOTElectric Reliability Council of Texas
ERISAEmployee Retirement Income Security Act of 1974, as amended
EROAExpected Rate of Return on Assets
FERCFederal Energy Regulatory Commission
FRCCFlorida Reliability Coordinating Council
GAAPGenerally Accepted Accounting Principles in the United States
GWhGigawatt hour
ICCIllinois Commerce Commission
ICEIntercontinental Exchange
IRSInternal Revenue Service
ISOIndependent System Operator
ISO-NEISO New England Inc.
LIBORLondon Interbank Offered Rate
LTIPLong-Term Incentive Plan
MATSU.S. EPA Mercury and Air Toxics Standards
MDPSCMaryland Public Service Commission
MISOMidcontinent Independent System Operator, Inc.
MPSCMissouri Public Service Commission
MRVMarket Related Value
MWMegawatt
MWhMegawatt hour
NAVNet Asset Value
NDTNuclear Decommissioning Trust
NERCNorth American Electric Reliability Corporation
NGXNatural Gas Exchange, Inc.
Non-Regulatory Agreement UnitsNuclear generating units or portions thereof whose decommissioning-related activities are not subject to contractual elimination under regulatory accounting
NPNSNormal Purchase Normal Sale scope exception
NRCNuclear Regulatory Commission
NYISONew York ISO
NYMEXNew York Mercantile Exchange
NYPSCNew York Public Service Commission
OCIOther Comprehensive Income
OPEBOther Postretirement Employee Benefits
PA DEPPennsylvania Department of Environmental Protection
PAPUCPennsylvania Public Utility Commission
PBOProjected Benefit Obligation
PG&EPacific Gas and Electric Company
PJMPJM Interconnection, LLC
PPAPower Purchase Agreement
PP&EProperty, Plant, and Equipment
PRPPotentially Responsible Parties
PSDARPost-shutdown Decommissioning Activities Report
PSEGPublic Service Enterprise Group Incorporated
PUCTPublic Utility Commission of Texas
RECRenewable Energy Credit which is issued for each megawatt hour of generation from a qualified renewable energy source
Regulatory Agreement UnitsNuclear generating units or portions thereof whose decommissioning-related activities are subject to contractual elimination under regulatory accounting
RFPRequest for Proposal
RGGIRegional Greenhouse Gas Initiative
RMCRisk Management Committee
RNFRevenue Net of Purchased Power and Fuel Expense
ROURight-of-use
RTORegional Transmission Organization
S&PStandard & Poor’s Ratings Services
SECUnited States Securities and Exchange Commission
SERCSERC Reliability Corporation (formerly Southeast Electric Reliability Council)
SNFSpent Nuclear Fuel
SOASociety of Actuaries
SOFRSecured Overnight Financing Rate
SOSStandard Offer Service
TWhTerawatt-hour
U.S. Court of Appeals for the D.C. CircuitUnited States Court of Appeals for the District of Columbia Circuit
VEBAVoluntary Employees' Beneficiary Associations
VIEVariable Interest Entity
WECCWestern Electric Coordinating Council
ZECZero Emission Credit
ZESZero Emission Standard

FILING FORMAT

This combined Form 10-Q is being filed separately by Constellation Energy Corporation and Constellation Energy Generation, LLC, (Registrants). Information contained herein relating to any individual Registrant is filed by the Registrant on its own behalf. Neither Registrant makes any representation as to information relating to the other Registrant.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements.

The factors that could cause actual results to differ materially from the forward-looking statements made by us include those factors discussed herein, as well as the items discussed in (1) the Registrants' combined 2021 Annual Report on Form 10-K in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and Contingencies; (2) this Quarterly Report on Form 10-Q in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 14, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC.

Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Neither of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Report.

WHERE TO FIND MORE INFORMATION

The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information that we file electronically with the SEC. These documents are also available to the public from commercial document retrieval services and our website at www.ConstellationEnergy.com. Information contained on our website shall not be deemed incorporated into, or to be a part of, this Report.

PART I. FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS