A Dark Vector Cognition product

Cover and table of contents

27K characters. Original on sec.gov · Markdown

Cover and table of contents

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, 2023

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 (833) 883-0162
333-85496CONSTELLATION ENERGY GENERATION, LLC23-3064219
(a Pennsylvania limited liability company) 200 Exelon Way Kennett Square, Pennsylvania 19348-2473 (833) 883-0162

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 FilerxAccelerated Filer☐Non-accelerated Filer☐Smaller 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 April 28, 2023 was as follows:

Constellation Energy Corporation Common Stock, without par value324,411,457
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 INFORMATION5
ITEM 1.FINANCIAL STATEMENTS5
Constellation Energy Corporation
Consolidated Statements of Operations and Comprehensive Income6
Consolidated Statements of Cash Flows7
Consolidated Balance Sheets8
Consolidated Statements of Changes in Equity10
Constellation Energy Generation, LLC
Consolidated Statements of Operations and Comprehensive Income11
Consolidated Statements of Cash Flows12
Consolidated Balance Sheets13
Consolidated Statements of Changes in Equity15
Combined Notes to Consolidated Financial Statements
1. Basis of Presentation16
2. Regulatory Matters17
3. Revenue from Contracts with Customers18
4. Segment Information20
5. Accounts Receivable22
6. Nuclear Decommissioning24
7. Income Taxes26
8. Retirement Benefits26
9. Derivative Financial Instruments27
10. Debt and Credit Agreements32
11. Fair Value of Financial Assets and Liabilities34
12. Commitments and Contingencies40
13. Shareholders' Equity42
14. Variable Interest Entities43
15. Supplemental Financial Information46
16. Related Party Transactions49
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS50
Executive Overview50
Significant Transactions and Developments50
Other Key Business Drivers and Management Strategies50
Critical Accounting Policies and Estimates51
Financial Results of Operations51
Liquidity and Capital Resources61
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK65
ITEM 4.CONTROLS AND PROCEDURES70
PART IIOTHER INFORMATION70
ITEM 1.LEGAL PROCEEDINGS70
ITEM 1A.RISK FACTORS70
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS71
ITEM 4.MINE SAFETY DISCLOSURES71
ITEM 5.OTHER INFORMATION71
ITEM 6.EXHIBITS72
SIGNATURES73
Constellation Energy Corporation73
Constellation Energy Generation, LLC74
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
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
TMIThree Mile Island nuclear facility
Former Related Entities
ExelonExelon Corporation
ComEdCommonwealth Edison Company
PECOPECO Energy Company
BGEBaltimore Gas and Electric Company
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
AESOAlberta Electric Systems Operator
AOCIAccumulated Other Comprehensive Income (Loss)
ARCAsset Retirement Cost
AROAsset Retirement Obligation
CAISOCalifornia ISO
CODMChief Operating Decision Maker
CMCCarbon Mitigation Credit
CTVConstellation Technology Ventures
DOEUnited States Department of Energy
DOJUnited States Department of Justice
DPPDeferred Purchase Price
EBITDAEarnings Before Interest, Tax, Depreciation and Amortization
EMAEmployee Matters Agreement
EMTEverett Marine Terminal
EPAUnited States Environmental Protection Agency
ERCOTElectric Reliability Council of Texas
ERISAEmployee Retirement Income Security Act of 1974, as amended
ERPEnterprise Resource Program
FERCFederal Energy Regulatory Commission
Former PECO UnitsLimerick, Peach Bottom, and Salem nuclear generating units
Former ComEd UnitsBraidwood, Byron, Dresden, LaSalle and Quad Cities nuclear generating units
FRCCFlorida Reliability Coordinating Council
GAAPGenerally Accepted Accounting Principles in the United States
GWhGigawatt hour
IPAIllinois Power Agency
IRSInternal Revenue Service
ISOIndependent System Operator
ISO-NEISO New England Inc.
ITCInvestment Tax Credit
LIBORLondon Interbank Offered Rate
MISOMidcontinent Independent System Operator, Inc.
MWMegawatt
MWhMegawatt hour
NAVNet Asset Value
NASDAQNasdaq Stock Market, Inc.
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
PAPUCPennsylvania Public Utility Commission
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 (includes the Former ComEd units and the Former PECO units)
RMCRisk Management Committee
ROURight-of-use
RTORegional Transmission Organization
S&PStandard & Poor’s Ratings Services
SECUnited States Securities and Exchange Commission
SERCSERC Reliability Corporation
SNFSpent Nuclear Fuel
SOFRSecured Overnight Financing Rate
TMATax Matters Agreement
TSATransition Services Agreement
U.S. Court of Appeals for the D.C. CircuitUnited States Court of Appeals for the District of Columbia Circuit
VIEVariable Interest Entity
WECCWestern Electric Coordinating Council
ZECZero Emission Credit

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 2022 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 12, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Registrants.

Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Neither Registrant 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