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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 September 30, 2024

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 Energy 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 October 31, 2024 was as follows:

Constellation Energy Corporation Common Stock, without par value312,766,599
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 Income11
Consolidated Statements of Cash Flows12
Consolidated Balance Sheets13
Consolidated Statements of Changes in Equity15
Combined Notes to Consolidated Financial Statements
1. Basis of Presentation17
2. Mergers, Acquisitions, and Dispositions17
3. Revenue from Contracts with Customers18
4. Segment Information20
5. Government Assistance23
6. Accounts Receivable23
7. Nuclear Decommissioning25
8. Income Taxes26
9. Retirement Benefits27
10. Derivative Financial Instruments28
11. Debt and Credit Agreements33
12. Fair Value of Financial Assets and Liabilities34
13. Commitments and Contingencies40
14. Shareholders' Equity41
15. Variable Interest Entities42
16. Supplemental Financial Information45
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS48
Executive Overview48
Significant Transactions and Developments48
Other Key Business Drivers49
Critical Accounting Policies and Estimates49
Financial Results of Operations50
Liquidity and Capital Resources62
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK68
ITEM 4.CONTROLS AND PROCEDURES72
PART IIOTHER INFORMATION72
ITEM 1.LEGAL PROCEEDINGS72
ITEM 1A.RISK FACTORS72
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS72
ITEM 4.MINE SAFETY DISCLOSURES73
ITEM 5.OTHER INFORMATION73
ITEM 6.EXHIBITS74
SIGNATURES75
Constellation Energy Corporation75
Constellation Energy Generation, LLC76
GLOSSARY OF TERMS AND ABBREVIATIONS
Constellation Energy Corporation and Related Entities
CEG ParentConstellation Energy Corporation
ConstellationConstellation Energy Generation, LLC
RegistrantsCEG Parent and Constellation, collectively
Antelope ValleyAntelope Valley Solar Ranch One
Calvert CliffsCalvert Cliffs nuclear generating station
Continental WindContinental Wind LLC
CRConstellation Renewables, LLC
CraneCrane Clean Energy Center (formerly known as Three Mile Island Unit 1)
CRPConstellation Renewables Partners, LLC
FitzPatrickJames A. FitzPatrick nuclear generating station
NERNewEnergy Receivables LLC
NMPNine Mile Point nuclear generating station
RPGRenewable Power Generation, LLC
STPSouth Texas Project nuclear generating station
West Medway IIWest Medway Generating Station II
Former Related Entities
ExelonExelon Corporation
ComEdCommonwealth Edison Company
PECOPECO Energy Company
BGEBaltimore Gas and Electric Company
GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
AEP TexasAmerican Electric Power Texas
AESOAlberta Electric Systems Operator
AOCIAccumulated Other Comprehensive Income (Loss)
ARCAsset Retirement Cost
AROAsset Retirement Obligation
ASRAccelerated Share Repurchase
CAISOCalifornia ISO
CenterPointCenterPoint Energy Houston Electric, LLC
Clean Air ActClean Air Act of 1963, as amended
CMCCarbon Mitigation Credit
CODMChief Operating Decision Maker
DOEUnited States Department of Energy
DPPDeferred Purchase Price
EPAUnited States Environmental Protection Agency
ERCOTElectric Reliability Council of Texas
ERISAEmployee Retirement Income Security Act of 1974, as amended
ERPEnterprise Resource Planning
Exchange ActSecurities Exchange Act of 1934, as amended
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
GDPGross Domestic Product
GHGGreenhouse Gas
GWhGigawatt hour
ICEIntercontinental Exchange
IPAIllinois Power Agency
IRAInflation Reduction Act of 2022
IRSInternal Revenue Service
ISOIndependent System Operator
ISO-NEISO New England Inc.
ITCInvestment Tax Credit
MISOMidcontinent Independent System Operator, Inc.
MWMegawatt
MWhMegawatt hour
Mystic COSMystic Cost of Service Agreement
NAVNet Asset Value
NASDAQNasdaq Stock Market, LLC
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
OCIOther Comprehensive Income
OIESOOntario Independent Electricity System Operator
OPEBOther Postretirement Employee Benefits
Pension Protection Act (the Act)Pension Protection Act of 2006
PG&EPacific Gas and Electric Company
PJMPJM Interconnection, LLC
PPAPower Purchase Agreement
PP&EProperty, Plant, and Equipment
PSDARPost-shutdown Decommissioning Activities Report
PSEGPublic Service Enterprise Group Incorporated
PTCProduction Tax Credit
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, the Former PECO units and STP)
RNFOperating Revenues 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
SOFRSecured Overnight Financing Rate
SPPSouthwest Power Pool
STPNOCSTP Nuclear Operating Company
TMATax Matters Agreement
TSATransition Services Agreement
U.S. TreasuryU.S. Department of the Treasury
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, (the 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 2023 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