Cover and table of contents
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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 June 30, 2023
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Commission File Number | Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number | IRS Employer Identification Number | ||||||||||||
| 001-41137 | CONSTELLATION ENERGY CORPORATION | 87-1210716 | ||||||||||||
| (a Pennsylvania corporation) 1310 Point Street Baltimore, Maryland 21231-3380 (833) 883-0162 | ||||||||||||||
| 333-85496 | CONSTELLATION ENERGY GENERATION, LLC | 23-3064219 | ||||||||||||
| (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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| CONSTELLATION ENERGY CORPORATION: | ||||||||||||||
| Common Stock, without par value | CEG | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Constellation Energy Corporation | Yes | x | No | ☐ | |||||||||||||
| Constellation Energy Generation, LLC | Yes | x | No | ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Constellation Energy Corporation | Large Accelerated Filer | x | Accelerated Filer | ☐ | Non-accelerated Filer | ☐ | Smaller Reporting Company | ☐ | Emerging Growth Company | ☐ | ||||||||||||||||||||||
| Constellation Energy Generation, LLC | Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | Non-accelerated Filer | x | Smaller Reporting Company | ☐ | Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant 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 July 31, 2023 was as follows:
| Constellation Energy Corporation Common Stock, without par value | 321,591,672 | ||||
| Constellation Energy Generation, LLC | Not applicable |
TABLE OF CONTENTS
| GLOSSARY OF TERMS AND ABBREVIATIONS | ||||||||
| Constellation Energy Corporation and Related Entities | ||||||||
| CEG Parent | Constellation Energy Corporation | |||||||
| Constellation | Constellation Energy Generation, LLC (formerly Exelon Generation Company, LLC) | |||||||
| Registrants | CEG Parent and Constellation, collectively | |||||||
| Antelope Valley | Antelope Valley Solar Ranch One | |||||||
| Continental Wind | Continental Wind LLC | |||||||
| CR | Constellation Renewables, LLC (formerly ExGen Renewables IV, LLC) | |||||||
| CRP | Constellation Renewables Partners, LLC (formerly ExGen Renewables Partners, LLC) | |||||||
| FitzPatrick | James A. FitzPatrick nuclear generating station | |||||||
| Ginna | R. E. Ginna nuclear generating station | |||||||
| NER | NewEnergy Receivables LLC | |||||||
| NMP | Nine Mile Point nuclear generating station | |||||||
| RPG | Renewable Power Generation, LLC | |||||||
| TMI | Three Mile Island nuclear facility | |||||||
| West Medway II | West Medway Generating Station II |
| Former Related Entities | ||||||||
| Exelon | Exelon Corporation | |||||||
| ComEd | Commonwealth Edison Company | |||||||
| PECO | PECO Energy Company | |||||||
| BGE | Baltimore Gas and Electric Company | |||||||
| PHI | Pepco Holdings LLC (formerly Pepco Holdings, Inc.) | |||||||
| Pepco | Potomac Electric Power Company | |||||||
| DPL | Delmarva Power & Light Company | |||||||
| ACE | Atlantic City Electric Company | |||||||
| BSC | Exelon Business Services Company, LLC |
| GLOSSARY OF TERMS AND ABBREVIATIONS | ||||||||
| Other Terms and Abbreviations | ||||||||
| AESO | Alberta Electric Systems Operator | |||||||
| AOCI | Accumulated Other Comprehensive Income (Loss) | |||||||
| ARC | Asset Retirement Cost | |||||||
| ARO | Asset Retirement Obligation | |||||||
| CAISO | California ISO | |||||||
| CODM | Chief Operating Decision Maker | |||||||
| CMC | Carbon Mitigation Credit | |||||||
| DOE | United States Department of Energy | |||||||
| DOJ | United States Department of Justice | |||||||
| DPP | Deferred Purchase Price | |||||||
| EBITDA | Earnings Before Interest, Tax, Depreciation and Amortization | |||||||
| EMA | Employee Matters Agreement | |||||||
| EMT | Everett Marine Terminal | |||||||
| EPA | United States Environmental Protection Agency | |||||||
| ERCOT | Electric Reliability Council of Texas | |||||||
| ERISA | Employee Retirement Income Security Act of 1974, as amended | |||||||
| ERP | Enterprise Resource Program | |||||||
| FERC | Federal Energy Regulatory Commission | |||||||
| Former PECO Units | Limerick, Peach Bottom, and Salem nuclear generating units | |||||||
| Former ComEd Units | Braidwood, Byron, Dresden, LaSalle and Quad Cities nuclear generating units | |||||||
| FRCC | Florida Reliability Coordinating Council | |||||||
| GAAP | Generally Accepted Accounting Principles in the United States | |||||||
| GWh | Gigawatt hour | |||||||
| ICE | Intercontinental Exchange | |||||||
| IPA | Illinois Power Agency | |||||||
| IRS | Internal Revenue Service | |||||||
| ISO | Independent System Operator | |||||||
| ISO-NE | ISO New England Inc. | |||||||
| ITC | Investment Tax Credit | |||||||
| LIBOR | London Interbank Offered Rate | |||||||
| MDE | Maryland Department of the Environment | |||||||
| MISO | Midcontinent Independent System Operator, Inc. | |||||||
| MW | Megawatt | |||||||
| MWh | Megawatt hour | |||||||
| NAV | Net Asset Value | |||||||
| NASDAQ | Nasdaq Stock Market, Inc. | |||||||
| NDT | Nuclear Decommissioning Trust | |||||||
| NERC | North American Electric Reliability Corporation | |||||||
| NGX | Natural Gas Exchange, Inc. | |||||||
| Non-Regulatory Agreement Units | Nuclear generating units or portions thereof whose decommissioning-related activities are not subject to contractual elimination under regulatory accounting | |||||||
| NPNS | Normal Purchase Normal Sale scope exception | |||||||
| NRC | Nuclear Regulatory Commission | |||||||
| NYISO | New York ISO |
| NYMEX | New York Mercantile Exchange | |||||||
| NYPSC | New York Public Service Commission | |||||||
| OCI | Other Comprehensive Income | |||||||
| OIESO | Ontario Independent Electricity System Operator | |||||||
| OPEB | Other Postretirement Employee Benefits | |||||||
| PAPUC | Pennsylvania Public Utility Commission | |||||||
| PG&E | Pacific Gas and Electric Company | |||||||
| PJM | PJM Interconnection, LLC | |||||||
| PPA | Power Purchase Agreement | |||||||
| PP&E | Property, Plant, and Equipment | |||||||
| PRP | Potentially Responsible Parties | |||||||
| PSDAR | Post-shutdown Decommissioning Activities Report | |||||||
| PSEG | Public Service Enterprise Group Incorporated | |||||||
| PTC | Production Tax Credit | |||||||
| PUCT | Public Utility Commission of Texas | |||||||
| REC | Renewable Energy Credit which is issued for each megawatt hour of generation from a qualified renewable energy source | |||||||
| Regulatory Agreement Units | Nuclear generating units or portions thereof whose decommissioning-related activities are subject to contractual elimination under regulatory accounting (includes the Former ComEd units and the Former PECO units) | |||||||
| RMC | Risk Management Committee | |||||||
| RNF | Operating Revenues Net of Purchased Power and Fuel Expense | |||||||
| ROU | Right-of-use | |||||||
| RTO | Regional Transmission Organization | |||||||
| S&P | Standard & Poor’s Ratings Services | |||||||
| SEC | United States Securities and Exchange Commission | |||||||
| SERC | SERC Reliability Corporation | |||||||
| SNF | Spent Nuclear Fuel | |||||||
| SOFR | Secured Overnight Financing Rate | |||||||
| SPP | Southwest Power Pool | |||||||
| TMA | Tax Matters Agreement | |||||||
| TSA | Transition Services Agreement | |||||||
| U.S. Court of Appeals for the D.C. Circuit | United States Court of Appeals for the District of Columbia Circuit | |||||||
| VIE | Variable Interest Entity | |||||||
| WECC | Western Electric Coordinating Council | |||||||
| ZEC | Zero Emission Credit | |||||||
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 13, 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