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, 2025

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 Energy 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, 2025 was as follows:

Constellation Energy Corporation Common Stock, without par value			312,405,579
Constellation Energy Generation, LLC			Not applicable

TABLE OF CONTENTS

						Page No.
GLOSSARY OF TERMS AND ABBREVIATIONS						1
FILING FORMAT						4
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION						4
AVAILABLE INFORMATION						4
PART I			FINANCIAL INFORMATION			4
ITEM 1.			FINANCIAL STATEMENTS			4
			Constellation Energy Corporation
			Consolidated Statements of Operations and Comprehensive Income			5
			Consolidated Statements of Cash Flows			6
			Consolidated Balance Sheets			7
			Consolidated Statements of Changes in Equity			9
			Constellation Energy Generation, LLC
			Consolidated Statements of Operations and Comprehensive Income			10
			Consolidated Statements of Cash Flows			11
			Consolidated Balance Sheets			12
			Consolidated Statements of Changes in Equity			14
			Combined Notes to Consolidated Financial Statements
			1. Basis of Presentation			15
			2. Mergers, Acquisitions, and Dispositions			15
			3. Revenue from Contracts with Customers			16
			4. Segment Information			17
			5. Government Assistance			19
			6. Accounts Receivable			20
			7. Nuclear Decommissioning			21
			8. Income Taxes			22
			9. Retirement Benefits			24
			10. Derivative Financial Instruments			25
			11. Debt and Credit Agreements			29
			12. Fair Value of Financial Assets and Liabilities			31
			13. Commitments and Contingencies			36
			14. Shareholders' Equity			37
			15. Variable Interest Entities			40
			16. Supplemental Financial Information			42
			17. Subsequent Events			44
ITEM 2.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			45
			Executive Overview			45
			Significant Transactions and Developments			45
			Other Key Business Drivers			46
			Critical Accounting Policies and Estimates			47
			Financial Results of Operations			47
			Liquidity and Capital Resources			59

ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			63
ITEM 4.			CONTROLS AND PROCEDURES			67
PART II			OTHER INFORMATION			68
ITEM 1.			LEGAL PROCEEDINGS			68
ITEM 1A.			RISK FACTORS			68
ITEM 2.			UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			68
ITEM 4.			MINE SAFETY DISCLOSURES			69
ITEM 5.			OTHER INFORMATION			69
ITEM 6.			EXHIBITS			69
SIGNATURES						70
			Constellation Energy Corporation			70
			Constellation Energy Generation, LLC			71

GLOSSARY OF TERMS AND ABBREVIATIONS
Constellation Energy Corporation and Related Entities
CEG Parent						Constellation Energy Corporation
Constellation						Constellation Energy Generation, LLC
Registrants						CEG Parent and Constellation, collectively
Antelope Valley						Antelope Valley Solar Ranch One
Continental Wind						Continental Wind LLC
CR						Constellation Renewables, LLC
Crane						Crane Clean Energy Center (formerly known as Three Mile Island Unit 1)
CRP						Constellation Renewables Partners, LLC
NER						NewEnergy Receivables LLC
RPG						Renewable Power Generation, LLC
STP						South Texas Project nuclear generating station
West Medway II						West Medway Generating Station II

Former Related Entities
Exelon						Exelon Corporation
ComEd						Commonwealth Edison Company
PECO						PECO Energy Company

GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
AEP Texas						American Electric Power Texas
AESO						Alberta Electric Systems Operator
AOCI						Accumulated Other Comprehensive Income (Loss)
ARC						Asset Retirement Cost
ARO						Asset Retirement Obligation
ASR						Accelerated Share Repurchase
CAISO						California ISO
CenterPoint						CenterPoint Energy Houston Electric, LLC
Clean Air Act						Clean Air Act of 1963, as amended
CMC						Carbon Mitigation Credit
CODM						Chief Operating Decision Maker
DOE						United States Department of Energy
DOJ						United States Department of Justice
DPP						Deferred Purchase Price
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 Planning
Exchange Act						Securities Exchange Act of 1934, as amended
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
GDP						Gross Domestic Product
GHG						Greenhouse Gas
GW						Gigawatt
GWh						Gigawatt hour
ICE						Intercontinental Exchange
IPA						Illinois Power Agency
IRA						Inflation Reduction Act of 2022
IRS						Internal Revenue Service
ISO						Independent System Operator
ISO-NE						ISO New England Inc.
ITC						Investment Tax Credit
MISO						Midcontinent Independent System Operator, Inc.
Moody's						Moody’s Investors Service, Inc.
MW						Megawatt
MWh						Megawatt hour
NAV						Net Asset Value
NASDAQ						Nasdaq Stock Market, LLC
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
OBBBA						One Big Beautiful Bill Act of 2025
OCI						Other Comprehensive Income
OIESO						Ontario Independent Electricity System Operator
OPEB						Other Postretirement Employee Benefits
Pension Protection Act						Pension Protection Act of 2006
PG&E						Pacific Gas and Electric Company
PJM						PJM Interconnection, LLC
PPA						Power Purchase Agreement
PP&E						Property, Plant, and Equipment
PSDAR						Post-shutdown Decommissioning Activities Report
PSEG						Public Service Enterprise Group Incorporated
PTC						Production Tax Credit
PUCT						Public Utility Commission of Texas
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, the Former PECO Units and STP)
RNF						Operating Revenues Net of Purchased Power and Fuel Expense
RTO						Regional Transmission Organization
S&P						S&P Global Ratings, a Standard & Poor’s Financial Services LLC business
SEC						United States Securities and Exchange Commission
SERC						SERC Reliability Corporation (formerly Southeast Electric Reliability Council)
SNF						Spent Nuclear Fuel
SOFR						Secured Overnight Financing Rate
SPP						Southwest Power Pool
STPNOC						STP Nuclear Operating Company
TMA						Tax Matters Agreement
TWh						Terawatt-hour
U.S. Treasury						U.S. Department of the Treasury
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, (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. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction between Constellation and Calpine Corporation, the expected closing of the proposed transaction and the timing thereof. This includes statements regarding the financing of the proposed transaction and the pro forma combined company and its operations, strategies and plans, enhancements to investment-grade credit profile, synergies, opportunities and anticipated future performance and capital structure, and expected accretion to earnings per share and free cash flow. Information adjusted for the proposed transaction should not be considered a forecast of future results.

Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. 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 2024 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 18 — 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.

AVAILABLE 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. We file our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports with the SEC. In addition, as soon as reasonably practicable after such materials are furnished to the SEC, we make copies of these documents available to the public free of charge through 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

ITEM 1. FINANCIAL STATEMENTS

Constellation Energy Corporation and Subsidiary Companies

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

			Three Months Ended June 30,												Six Months Ended June 30,
(In millions, except per share data)			2025						2024						2025						2024
Operating revenues			$	6,101					$	5,475					$	12,889					$	11,637
Operating expenses
Purchased power and fuel			3,132						2,292						7,516						5,709
Operating and maintenance			1,617						1,645						3,162						3,131
Depreciation and amortization			254						296						502						602
Taxes other than income taxes			147						142						307						282
Total operating expenses			5,150						4,375						11,487						9,724
Operating income (loss)			951						1,100						1,402						1,913
Other income and (deductions)
Interest expense, net			(118)						(142)						(264)						(269)
Other, net			440						6						286						368
Total other income and (deductions)			322						(136)						22						99
Income (loss) before income taxes			1,273						964						1,424						2,012
Income tax (benefit) expense			440						154						462						318
Equity in income (losses) of unconsolidated affiliates			—						(1)						—						(2)
Net income (loss)			833						809						962						1,692
Net income (loss) attributable to noncontrolling interests			(6)						(5)						5						(5)
Net income (loss) attributable to common shareholders			$	839					$	814					$	957					$	1,697
Comprehensive income (loss), net of income taxes
Net income (loss)			$	833					$	809					$	962					$	1,692
Other comprehensive income (loss), net of income taxes
Pension and non-pension postretirement benefit plans:
Prior service benefit reclassified to periodic benefit cost			(2)						(1)						(2)						(2)
Actuarial loss reclassified to periodic cost			18						21						35						39
Pension and non-pension postretirement benefit plan valuation adjustment			—						(2)						(34)						(5)
Unrealized gain (loss) on cash flow hedges			1						2						3						2
Unrealized gain (loss) on foreign currency translation			20						(1)						28						(4)
Other comprehensive income (loss), net of income taxes			37						19						30						30
Comprehensive income (loss)			870						828						992						1,722
Comprehensive income (loss) attributable to noncontrolling interests			(6)						(5)						5						(5)
Comprehensive income (loss) attributable to common shareholders			$	876					$	833					$	987					$	1,727
Average shares of common stock outstanding:
Basic			314						315						314						316
Assumed exercise and/or distributions of stock-based awards			—						1						—						1
Diluted			314						316						314						317
Earnings per average common share
Basic			$	2.67					$	2.58					$	3.05					$	5.37
Diluted			$	2.67					$	2.58					$	3.05					$	5.35

See the Combined Notes to Consolidated Financial Statements

Constellation Energy Corporation and Subsidiary Companies

Consolidated Statements of Cash Flows

(Unaudited)

			Six Months Ended June 30,
(In millions)			2025						2024
Cash flows from operating activities
Net income (loss)			$	962					$	1,692
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities
Depreciation, amortization, and accretion, including nuclear fuel and energy contract amortization			1,300						1,388
Deferred income taxes and amortization of ITCs			14						191
Net fair value changes related to derivatives			188						(776)
Net realized and unrealized (gains) losses on NDT funds			(336)						(197)
Net realized and unrealized (gains) losses on equity investments			275						11
Other non-cash operating activities			(21)						(65)
Changes in assets and liabilities:
Accounts receivable			208						771
Inventories			17						58
Accounts payable and accrued expenses			(229)						(207)
Option premiums received (paid), net			18						129
Collateral received (posted), net			(242)						868
Income taxes			209						(86)
Pension and non-pension postretirement benefit contributions			(181)						(188)
Other assets and liabilities			(598)						(4,925)
Net cash flows provided by (used in) operating activities			1,584						(1,336)
Cash flows from investing activities
Capital expenditures			(1,573)						(1,284)
Proceeds from NDT fund sales			3,830						2,890
Investment in NDT funds			(3,999)						(3,043)
Collection of DPP, net			—						4,096
Acquisitions of assets and businesses			(10)						(15)
Other investing activities			(6)						6
Net cash flows provided by (used in) investing activities			(1,758)						2,650
Cash flows from financing activities
Change in short-term borrowings			—						(625)
Proceeds from short-term borrowings with maturities greater than 90 days			900						200
Repayments of short-term borrowings with maturities greater than 90 days			—						(539)
Issuance of long-term debt			—						900
Retirement of long-term debt			(1,008)						(65)
Dividends paid on common stock			(244)						(222)
Repurchases of common stock			(400)						(999)
Other financing activities			(141)						(35)
Net cash flows provided by (used in) financing activities			(893)						(1,385)
Increase (decrease) in cash, restricted cash, and cash equivalents			(1,067)						(71)
Cash, restricted cash, and cash equivalents at beginning of period			3,129						454
Cash, restricted cash, and cash equivalents at end of period			$	2,062					$	383
Supplemental cash flow information
Increase (decrease) in DPP			$	—					$	4,455
Increase (decrease) in PP&E related to ARO update			(6)						(389)

See the Combined Notes to Consolidated Financial Statements

Constellation Energy Corporation and Subsidiary Companies

Consolidated Balance Sheets

(Unaudited)

(In millions)			June 30, 2025						December 31, 2024
ASSETS
Current assets
Cash and cash equivalents			$	1,974					$	3,022
Restricted cash and cash equivalents			88						107
Accounts receivable
Customer accounts receivable (net of allowance for credit losses of $203 and $190 as of June 30, 2025 and December 31, 2024, respectively)			2,947						3,116
Other accounts receivable (net of allowance for credit losses of $8 and $6 as of June 30, 2025 and December 31, 2024, respectively)			571						602
Mark-to-market derivative assets			726						843
Inventories, net
Natural gas, oil, and emission allowances			200						243
Materials and supplies			1,385						1,357
Renewable energy credits			628						797
Other			714						689
Total current assets			9,233						10,776
Property, plant, and equipment (net of accumulated depreciation and amortization of $18,493 and $18,088 as of June 30, 2025 and December 31, 2024, respectively)			21,820						21,235
Deferred debits and other assets
Nuclear decommissioning trust funds			18,289						17,305
Investments			398						640
Goodwill			420						420
Mark-to-market derivative assets			527						372
Other			2,351						2,178
Total deferred debits and other assets			21,985						20,915
Total assets**(a)**			$	53,038					$	52,926

See the Combined Notes to Consolidated Financial Statements

Constellation Energy Corporation and Subsidiary Companies

Consolidated Balance Sheets

(Unaudited)

(In millions)			June 30, 2025						December 31, 2024
LIABILITIES AND EQUITY
Current liabilities
Short-term borrowings			$	900					$	—
Long-term debt due within one year			125						1,028
Accounts payable and accrued expenses			3,659						3,943
Mark-to-market derivative liabilities			407						467
Renewable energy credit obligation			806						1,076
Other			359						332
Total current liabilities			6,256						6,846
Long-term debt			7,286						7,384
Deferred credits and other liabilities
Deferred income taxes and unamortized ITCs			3,348						3,331
Asset retirement obligations			12,679						12,449
Pension and non-pension postretirement benefit obligations			1,763						1,875
Spent nuclear fuel obligation			1,397						1,366
Payables related to Regulatory Agreement Units			4,939						4,518
Mark-to-market derivative liabilities			419						399
Other			1,148						1,219
Total deferred credits and other liabilities			25,693						25,157
Total liabilities(a)			39,235						39,387
Commitments and contingencies (Note 13)
Shareholders' equity
Common stock (No par value, 1,000 shares authorized, 312 and 313 shares outstanding as of June 30, 2025 and December 31, 2024, respectively)			10,939						11,402
Retained earnings (deficit)			4,779						4,066
Accumulated other comprehensive income (loss), net			(2,272)						(2,302)
Total shareholders' equity			13,446						13,166
Noncontrolling interests			357						373
Total equity			13,803						13,539
Total liabilities and shareholders' equity			$	53,038					$	52,926

---

(a)Our consolidated assets include $4,279 million and $4,318 million at June 30, 2025 and December 31, 2024, respectively, of certain VIEs that can only be used to settle the liabilities of the VIE. Our consolidated liabilities include $944 million and $968 million at June 30, 2025 and December 31, 2024, respectively, of certain VIEs for which the VIE creditors do not have recourse to us. See Note 15 — Variable Interest Entities for additional information.

See the Combined Notes to Consolidated Financial Statements

Constellation Energy Corporation and Subsidiary Companies

Consolidated Statements of Changes in Equity

(Unaudited)

			Six Months Ended June 30, 2025
			Shareholders' Equity
(In millions, shares in thousands)			Issued Shares						Common Stock						Retained Earnings (Deficit)						Accumulated Other Comprehensive Income (Loss), net						Noncontrolling Interests						Total Equity
Balance, December 31, 2024			312,838						$	11,402					$	4,066					$	(2,302)					$	373					$	13,539
Net Income (loss)			—						—						118						—						11						129
Employee incentive plans			547						(49)						—						—						—						(49)
Changes in equity of noncontrolling interests			—						—						—						—						(6)						(6)
Common stock dividends ($0.3878/common share)			—						—						(122)						—						—						(122)
Capped call option contracts			—						(150)						—						—						—						(150)
Other comprehensive income (loss), net of income taxes			—						—						—						(7)						—						(7)
Balance, March 31, 2025			313,385						$	11,203					$	4,062					$	(2,309)					$	378					$	13,334
Net Income (loss)			—						—						839						—						(6)						833
Employee incentive plans			117						37						—						—						—						37
Changes in equity of noncontrolling interests			—						—						—						—						(15)						(15)
Common stock dividends ($0.3878/common share)			—						—						(122)						—						—						(122)
Common stock repurchased			(1,099)						(404)						—						—						—						(404)
Capped call option contracts			—						103						—						—						—						103
Other comprehensive income (loss), net of income taxes			—						—						—						37						—						37
Balance, June 30, 2025			312,403						$	10,939					$	4,779					$	(2,272)					$	357					$	13,803

			Six Months Ended June 30, 2024
			Shareholders' Equity
(In millions, shares in thousands)			Issued Shares						Common Stock						Retained Earnings (Deficit)						Accumulated Other Comprehensive Income (Loss), net						Noncontrolling Interests						Total Equity
Balance, December 31, 2023			317,472						$	12,355					$	761					$	(2,191)					$	361					$	11,286
Net Income (loss)			—						—						883						—						—						883
Employee incentive plans			661						(4)						—						—						—						(4)
Common stock dividends ($0.3525/common share)			—						—						(112)						—						—						(112)
Common stock repurchased			(2,900)						(504)						—						—						—						(504)
Other comprehensive income (loss), net of income taxes			—						—						—						11						—						11
Balance, March 31, 2024			315,233						$	11,847					$	1,532					$	(2,180)					$	361					$	11,560
Net Income (loss)			—						—						814						—						(5)						809
Employee incentive plans			72						8						—						—						—						8
Common stock dividends ($0.3525/common share)			—						—						(110)						—						—						(110)
Common stock repurchased			(2,091)						(505)						—						—						—						(505)
Other comprehensive income (loss), net of income taxes			—						—						—						19						—						19
Balance, June 30, 2024			313,214						$	11,350					$	2,236					$	(2,161)					$	356					$	11,781

See the Combined Notes to Consolidated Financial Statements

Constellation Energy Generation, LLC and Subsidiary Companies

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

			Three Months Ended June 30,												Six Months Ended June 30,
(In millions)			2025						2024						2025						2024
Operating revenues			$	6,101					$	5,475					$	12,889					$	11,637
Operating expenses
Purchased power and fuel			3,132						2,292						7,516						5,709
Operating and maintenance			1,617						1,645						3,162						3,131
Depreciation and amortization			254						296						502						602
Taxes other than income taxes			147						142						307						282
Total operating expenses			5,150						4,375						11,487						9,724
Operating income (loss)			951						1,100						1,402						1,913
Other income and (deductions)
Interest expense, net			(118)						(142)						(264)						(269)
Other, net			440						6						286						368
Total other income and (deductions)			322						(136)						22						99
Income (loss) before income taxes			1,273						964						1,424						2,012
Income tax (benefit) expense			440						154						462						318
Equity in income (losses) of unconsolidated affiliates			—						(1)						—						(2)
Net income (loss)			833						809						962						1,692
Net income (loss) attributable to noncontrolling interests			(6)						(5)						5						(5)
Net income (loss) attributable to membership interest			$	839					$	814					$	957					$	1,697
Comprehensive income (loss), net of income taxes
Net income (loss)			$	833					$	809					$	962					$	1,692
Other comprehensive income (loss), net of income taxes
Pension and non-pension postretirement benefit plans:
Prior service benefit reclassified to periodic benefit cost			(2)						(1)						(2)						(2)
Actuarial loss reclassified to periodic cost			18						21						35						39
Pension and non-pension postretirement benefit plan valuation adjustment			—						(2)						(34)						(5)
Unrealized gain (loss) on cash flow hedges			1						2						3						2
Unrealized gain (loss) on foreign currency translation			20						(1)						28						(4)
Other comprehensive income (loss), net of income taxes			37						19						30						30
Comprehensive income (loss)			870						828						992						1,722
Comprehensive income (loss) attributable to noncontrolling interests			(6)						(5)						5						(5)
Comprehensive income (loss) attributable to membership interest			$	876					$	833					$	987					$	1,727

See the Combined Notes to Consolidated Financial Statements

Constellation Energy Generation, LLC and Subsidiary Companies

Consolidated Statements of Cash Flows

(Unaudited)

			Six Months Ended June 30,
(In millions)			2025						2024
Cash flows from operating activities
Net income (loss)			$	962					$	1,692
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities
Depreciation, amortization, and accretion, including nuclear fuel and energy contract amortization			1,300						1,388
Deferred income taxes and amortization of ITCs			14						191
Net fair value changes related to derivatives			188						(776)
Net realized and unrealized (gains) losses on NDT funds			(336)						(197)
Net realized and unrealized (gains) losses on equity investments			275						11
Other non-cash operating activities			(70)						(82)
Changes in assets and liabilities:
Accounts receivable			208						773
Receivables from and payables to affiliates, net			(118)						97
Inventories			17						58
Accounts payable and accrued expenses			(238)						(203)
Option premiums received (paid), net			18						129
Collateral received (posted), net			(242)						868
Income taxes			209						(86)
Pension and non-pension postretirement benefit contributions			(181)						(188)
Other assets and liabilities			(504)						(5,025)
Net cash flows provided by (used in) operating activities			1,502						(1,350)
Cash flows from investing activities
Capital expenditures			(1,573)						(1,284)
Proceeds from NDT fund sales			3,830						2,890
Investment in NDT funds			(3,999)						(3,043)
Collection of DPP, net			—						4,096
Acquisitions of assets and businesses			(10)						(15)
Other investing activities			(6)						6
Net cash flows provided by (used in) investing activities			(1,758)						2,650
Cash flows from financing activities
Change in short-term borrowings			—						(625)
Proceeds from short-term borrowings with maturities greater than 90 days			900						200
Repayments of short-term borrowings with maturities greater than 90 days			—						(539)
Issuance of long-term debt			—						900
Retirement of long-term debt			(1,008)						(65)
Distributions to member			(793)						(1,220)
Contributions from member			103						—
Other financing activities			(21)						(19)
Net cash flows provided by (used in) financing activities			(819)						(1,368)
Increase (decrease) in cash, restricted cash, and cash equivalents			(1,075)						(68)
Cash, restricted cash, and cash equivalents at beginning of period			3,115						440
Cash, restricted cash, and cash equivalents at end of period			$	2,040					$	372
Supplemental disclosure of non-cash investing and financing activities
Increase (decrease) in DPP			$	—					$	4,455
Increase (decrease) in PP&E related to ARO update			(6)						(389)

See the Combined Notes to Consolidated Financial Statements

Constellation Energy Generation, LLC and Subsidiary Companies

Consolidated Balance Sheets

(Unaudited)

(In millions)			June 30, 2025						December 31, 2024
ASSETS
Current assets
Cash and cash equivalents			$	1,964					$	3,018
Restricted cash and cash equivalents			76						97
Accounts receivable
Customer accounts receivable (net of allowance for credit losses of $203 and $190 as of June 30, 2025 and December 31, 2024, respectively)			2,947						3,116
Other accounts receivable (net of allowance for credit losses of $8 and $6 as of June 30, 2025 and December 31, 2024, respectively)			556						587
Mark-to-market derivative assets			726						843
Inventories, net
Natural gas, oil, and emission allowances			200						243
Materials and supplies			1,385						1,357
Renewable energy credits			628						797
Other			713						689
Total current assets			9,195						10,747
Property, plant, and equipment (net of accumulated depreciation and amortization of $18,493 and $18,088 as of June 30, 2025 and December 31, 2024, respectively)			21,820						21,235
Deferred debits and other assets
Nuclear decommissioning trust funds			18,289						17,305
Investments			398						640
Goodwill			420						420
Mark-to-market derivative assets			527						372
Other			2,345						2,174
Total deferred debits and other assets			21,979						20,911
Total assets**(a)**			$	52,994					$	52,893

See the Combined Notes to Consolidated Financial Statements

Constellation Energy Generation, LLC and Subsidiary Companies

Consolidated Balance Sheets

(Unaudited)

(In millions)			June 30, 2025						December 31, 2024
LIABILITIES AND EQUITY
Current liabilities
Short-term borrowings			$	900					$	—
Long-term debt due within one year			125						1,028
Accounts payable and accrued expenses			3,416						3,696
Payables to affiliates			231						349
Mark-to-market derivative liabilities			407						467
Renewable energy credit obligation			806						1,076
Other			353						328
Total current liabilities			6,238						6,944
Long-term debt			7,286						7,384
Deferred credits and other liabilities
Deferred income taxes and unamortized ITCs			3,348						3,331
Asset retirement obligations			12,679						12,449
Pension and non-pension postretirement benefit obligations			1,763						1,875
Spent nuclear fuel obligation			1,397						1,366
Payables related to Regulatory Agreement Units			4,939						4,518
Mark-to-market derivative liabilities			419						399
Other			1,061						1,044
Total deferred credits and other liabilities			25,606						24,982
Total liabilities(a)			39,130						39,310
Commitments and contingencies (Note 13)
Equity
Member’s equity
Membership interest			10,091						10,538
Undistributed earnings (deficit)			5,688						4,974
Accumulated other comprehensive income (loss), net			(2,272)						(2,302)
Total member’s equity			13,507						13,210
Noncontrolling interests			357						373
Total equity			13,864						13,583
Total liabilities and equity			$	52,994					$	52,893

---

(a)Our consolidated assets include $4,279 million and $4,318 million as of June 30, 2025 and December 31, 2024, respectively, of certain VIEs that can only be used to settle the liabilities of the VIE. Our consolidated liabilities include $944 million and $968 million as of June 30, 2025 and December 31, 2024, respectively, of certain VIEs for which the VIE creditors do not have recourse to us. See Note 15 — Variable Interest Entities for additional information.

See the Combined Notes to Consolidated Financial Statements

Constellation Energy Generation, LLC and Subsidiary Companies

Consolidated Statements of Changes in Equity (Unaudited)

			Six Months Ended June 30, 2025
			Member's Equity
(In millions)			Membership Interest						Undistributed Earnings (Deficit)						Accumulated Other Comprehensive Income (Loss), net						Noncontrolling Interests						Total Equity
Balance, December 31, 2024			$	10,538					$	4,974					$	(2,302)					$	373					$	13,583
Net Income (loss)			—						118						—						11						129
Changes in equity of noncontrolling interests			—						—						—						(6)						(6)
Distributions to member			(150)						(122)						—						—						(272)
Other comprehensive income (loss), net of income taxes			—						—						(7)						—						(7)
Balance, March 31, 2025			$	10,388					$	4,970					$	(2,309)					$	378					$	13,427
Net Income (loss)			—						839						—						(6)						833
Changes in equity of noncontrolling interests			—						—						—						(15)						(15)
Contribution from member			103						—						—						—						103
Distributions to member			(400)						(121)						—						—						(521)
Other comprehensive income (loss), net of income taxes			—						—						37						—						37
Balance, June 30, 2025			$	10,091					$	5,688					$	(2,272)					$	357					$	13,864

			Six Months Ended June 30, 2024
			Member's Equity
(In millions)			Membership Interest						Undistributed Earnings (Deficit)						Accumulated Other Comprehensive Income (Loss), net						Noncontrolling Interests						Total Equity
Balance, December 31, 2023			$	11,537					$	1,667					$	(2,191)					$	361					$	11,374
Net Income (loss)			—						883						—						—						883
Distributions to member			(499)						(111)						—						—						(610)
Other comprehensive income (loss), net of income taxes			—						—						11						—						11
Balance, March 31, 2024			$	11,038					$	2,439					$	(2,180)					$	361					$	11,658
Net Income (loss)			—						814						—						(5)						809
Distributions to member			(500)						(110)						—						—						(610)
Other comprehensive income (loss), net of income taxes			—						—						19						—						19
Balance, June 30, 2024			$	10,538					$	3,143					$	(2,161)					$	356					$	11,876

See the Combined Notes to Consolidated Financial Statements

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

1. Basis of Presentation

Description of Business

We are the nation's largest producer of carbon-free energy and a supplier of energy products and services. Our generating capacity includes primarily nuclear, wind, solar, natural 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, industrial, public sector, and residential customers in markets across multiple geographic regions. We have five reportable segments: Mid-Atlantic, Midwest, New York, ERCOT, and Other Power Regions.

Basis of Presentation

The accompanying Consolidated Financial Statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 are unaudited but, in our opinion, include all adjustments that are considered necessary for a fair statement of the results for the periods reported herein in accordance with GAAP. All adjustments are of a normal, recurring nature, unless otherwise disclosed. The Consolidated Financial Statements include the accounts of our subsidiaries and all intercompany transactions have been eliminated. Constellation's December 31, 2024 Consolidated Balance Sheet was derived from audited financial statements. The interim financial statements are to be read in conjunction with prior annual financial statements and notes. Financial results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the fiscal year ending December 31, 2025. These Combined Notes to Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC for Quarterly Reports on Form 10-Q. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Certain prior period amounts have been reclassified to conform to the presentation in the current period. Amounts disclosed relate to CEG Parent and Constellation unless specifically noted as relating to CEG Parent only. Unless otherwise indicated or the context otherwise requires, references herein to the terms “we,” “us,” and “our” refer collectively to CEG Parent and Constellation.

Summary of Significant Accounting Policies

See Note 1 — Basis of Presentation of our 2024 Form 10-K for additional information on significant accounting policies.

2. Mergers, Acquisitions, and Dispositions

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 60 TWhs of load annually. The merger consideration at closing will consist of an aggregate of 50 million newly issued shares of our common stock, no par value, and $4.5 billion in cash. We will also assume approximately $12.7 billion of Calpine’s outstanding debt. We expect to fund the cash portion of the transaction through a combination of cash on hand and cash flow generated by Calpine in the period between signing and closing of the transaction (that will be assumed at closing). Per the terms of the Merger Agreement, consummation of the transaction is to occur by December 31, 2025 (which date may be automatically extended to June 1, 2026, as further provided in the Merger Agreement). See Note 2 — Mergers, Acquisitions, and Dispositions of our 2024 Form 10-K for additional information.

Regulatory approvals for the merger were received by the PUCT and NYPSC in June 2025 and by the FERC in July 2025. Completion of the transaction is conditioned upon review by the DOJ and other customary closing conditions.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 2 — Mergers, Acquisitions, and Dispositions

Fees incurred as part of the acquisition were not material to the Consolidated Statements of Operations and Comprehensive Income for the six months ended June 30, 2025.

Acquisition of Joint Ownership in South Texas Project

In November 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 consideration transferred was $1.66 billion. Other owners include City Public Service Board of San Antonio (CPS, 40%) and the City of Austin, Texas (Austin, 16%). In May 2024, we executed a settlement agreement with all parties (CPS/City of San Antonio, Austin, and NRG Energy, Inc.), resolving all litigation involving our purchase of the ownership interest in STP. The terms of the settlement include us selling a 2% ownership interest in STP to CPS at the same price and terms that we paid NRG Energy, Inc. for our 44% interest. We are working towards closing the transaction in 2025 which remains subject to regulatory approvals (including the NRC and PUCT), the terms of settlement are not expected to have a material impact on our consolidated financial statements. See Note 2 — Mergers, Acquisitions, and Dispositions of our 2024 Form 10-K for additional information.

3. Revenue from Contracts with Customers

We recognize revenue from contracts with customers to depict the transfer of goods or services to customers at an amount that we expect to be entitled to in exchange for those goods or services. Our primary sources of revenue include competitive sales of power, natural gas, and other energy-related products and sustainable solutions.

See Note 4 — Revenue from Contracts with Customers of our 2024 Form 10-K for additional information regarding the performance obligations, revenue recognition, and payment terms associated with these sources of revenue.

Transaction Price Allocated to Remaining Performance Obligations

The following table shows the amounts of future revenues expected to be recorded in each year for performance obligations that are unsatisfied or partially unsatisfied as of June 30, 2025. This disclosure only includes contracts for which the total consideration is fixed and determinable at contract inception. The average contract term varies by customer type and commodity but ranges from one month to several years. This disclosure excludes mark-to-market derivatives and certain power and gas sales contracts which contain variable volumes and/or variable pricing.

						2025						2026						2027						2028						2029 and thereafter						Total
Remaining performance obligations						$	115					$	249					$	167					$	114					$	210					$	855

Transaction Price Allocated to Previously Satisfied Performance Obligations

Our Clinton and Quad Cities units contract with certain utilities in Illinois which requires delivery of all ZECs produced during each planning year (June through May), 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. The program commenced June 2017 and continues through May 2027. In various planning years since the program began, 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. For the June 2025 through May 2026 planning year, the ZEC price has been established at $1.17 per ZEC, subject to an annual cap of $224 million. ZECs generated and delivered during this planning year will not exceed the annual cap, and as a result we recognized $201 million of revenue for the three and six months ended June 30, 2025 as a receivable for ZECs delivered in prior planning years, with payment expected in the third quarter of 2026. As of June 30, 2025, this receivable is included within Other deferred debits and other assets in the Consolidated Balance Sheets.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 3 — Revenue from Contracts with Customers

For the June 2024 through May 2025 planning year, the ZEC price was established at $9.38 per ZEC, subject to an annual cap of $222 million. ZECs generated and delivered during this planning year did not exceed the annual cap, however the revenue recognized for ZECs delivered in prior planning years was not material for the three and six months ended June 30, 2024.

Revenue Disaggregation

We disaggregate the revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. See Note 4 — Segment Information for the presentation of revenue disaggregation.

4. Segment Information

Operating segments are determined based on information used by the CODM in deciding how to evaluate performance and allocate resources. We have five reportable segments consisting of the Mid-Atlantic, Midwest, New York, ERCOT, and all other power regions referred to collectively as “Other Power Regions.”

The basis for our reportable segments is the integrated management of our electricity business that is located in different geographic regions, and largely representative of the footprints of ISO/RTO and/or NERC regions, which utilize multiple supply sources to provide electricity through various distribution channels (wholesale and retail). Our hedging strategies and risk metrics are also aligned to these same geographic regions. Descriptions of each of our five reportable segments are as follows:

• Mid-Atlantic** represents operations in the 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** represents operations in the western half of PJM and the United States footprint of MISO, excluding MISO’s Southern Region.

• New York** represents operations within NYISO.

• ERCOT** represents operations within Electric Reliability Council of Texas that covers a majority of the state of Texas.

• Other Power Regions:**

• New England represents operations within ISO-NE.

• South** represents operations in FRCC, MISO’s Southern Region, and the remaining portions of SERC not included within MISO or PJM.

• West** represents operations in WECC, which includes CAISO.

• Canada** represents operations across the entire country of Canada and includes AESO, OIESO, and the Canadian portion of MISO.

Constellation's CEO is considered the CODM and evaluates the performance of our electric business activities and allocates resources based on segment RNF, primarily through review of budget-to-actual variance analyses. RNF is Operating revenues net of Purchased power and fuel expenses. We believe this is a useful measurement of operational performance, although it is not a presentation defined under GAAP and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report. In our evaluation of operating segments, we noted the CODM reviews a variety of performance and profitability measures at a consolidated level with a primary focus on RNF reporting at the regional level. Our operating revenues include all sales to third parties as well as government assistance. Purchased power and fuel expenses are considered the significant segment expense. Purchased power costs include all costs associated with the procurement and supply of electricity including capacity, energy, and ancillary services. Fuel expense includes the fuel costs for our owned generation and fuel costs associated with tolling agreements. The results of our other business activities are not regularly reviewed by the CODM and are therefore not classified as operating segments or included in the regional reportable segment amounts. These activities include wholesale and retail sales of natural gas, energy-related sales in the United Kingdom, as well as sales of other energy-

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 4 — Segment Information

related products and sustainable solutions that are not significant to our overall results of operations. Further, our unrealized mark-to-market gains and losses on economic hedging activities and our amortization of certain intangible assets and liabilities relating to commodity contracts recorded at fair value from mergers and acquisitions are also excluded from the regional reportable segment amounts. The CODM does not use a measure of total assets in making decisions regarding allocating resources to or assessing the performance of these reportable segments.

The following tables disaggregate the revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The disaggregation of revenues reflects our power sales by geographic region.

The following tables, which relate directly to our Consolidated Statements of Operations and Comprehensive Income, provide the reconciliation of operating revenues, purchased power and fuel expenses, and RNF for our reportable segments for the three and six months ended June 30, 2025 and 2024.

Three Months Ended June 30, 2025			Revenues from contracts with customers						Other revenues**(a)**						Total Operating revenues						Total Purchased power and fuel expenses						Total RNF
Mid-Atlantic			$	1,435					$	13					$	1,448					$	(666)					$	782
Midwest			1,428						96						1,524						(488)						1,036
New York			514						21						535						(138)						397
ERCOT			328						136						464						(193)						271
Other Power Regions			1,030						148						1,178						(997)						181
Total Reportable Segments			4,735						414						5,149						(2,482)						2,667
Other(b)			426						526						952						(650)						302
Total Consolidated Results			$	5,161					$	940					$	6,101					$	(3,132)					$	2,969
Three Months Ended June 30, 2024
Mid-Atlantic			$	1,297					$	7					$	1,304					$	(544)					$	760
Midwest			993						175						1,168						(403)						765
New York			463						51						514						(141)						373
ERCOT			274						83						357						(143)						214
Other Power Regions			1,023						161						1,184						(891)						293
Total Reportable Segments			4,050						477						4,527						(2,122)						2,405
Other(b)			356						592						948						(170)						778
Total Consolidated Results			$	4,406					$	1,069					$	5,475					$	(2,292)					$	3,183
Six Months Ended June 30, 2025
Mid-Atlantic			$	3,041					$	72					$	3,113					$	(1,522)					$	1,591
Midwest			2,738						190						2,928						(1,042)						1,886
New York			1,189						(92)						1,097						(299)						798
ERCOT			630						232						862						(377)						485
Other Power Regions			2,406						328						2,734						(2,359)						375
Total Reportable Segments			10,004						730						10,734						(5,599)						5,135
Other(b)			1,263						892						2,155						(1,917)						238
Total Consolidated Results			$	11,267					$	1,622					$	12,889					$	(7,516)					$	5,373

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 4 — Segment Information

Six Months Ended June 30, 2024			Revenues from contracts with customers						Other revenues**(a)**						Total Operating revenues						Total Purchased power and fuel expenses						Total RNF
Mid-Atlantic			$	2,652					$	(106)					$	2,546					$	(1,111)					$	1,435
Midwest			1,993						269						2,262						(794)						1,468
New York			955						72						1,027						(310)						717
ERCOT			511						167						678						(254)						424
Other Power Regions			2,458						350						2,808						(2,148)						660
Total Reportable Segments			8,569						752						9,321						(4,617)						4,704
Other(b)			1,094						1,222						2,316						(1,092)						1,224
Total Consolidated Results			$	9,663					$	1,974					$	11,637					$	(5,709)					$	5,928

---

(a)Includes revenues from nuclear PTCs as well as derivatives and leases. Intersegment activity in all periods presented is not material.

(b)Represents revenue activities not allocated to a region. See text above for a description of included activities. Revenues from contracts with customers includes natural gas revenues of $304 million and $231 million and other revenues includes unrealized mark-to-market gains of $86 million and $192 million for the three months ended June 30, 2025 and 2024, respectively. Revenues from contracts with customers includes natural gas revenues of $1,015 million and $839 million and other revenues includes unrealized mark-to-market losses of $201 million and gains of $254 million for the six months ended June 30, 2025 and 2024, respectively.

5. Government Assistance

Beginning in 2024, our nuclear units are eligible for a PTC extending through 2032. The nuclear PTC 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 and $26.00 per MWh and $44.75 per MWh for 2024 and 2025, respectively. We evaluated and expect to meet the annual prevailing wage requirements at all of 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 annually 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. In July 2025, Congress passed the OBBBA which affirmed the provisions of the nuclear PTC with no material changes. See Note 17 — Subsequent Events for additional information.

For the three and six months ended June 30, 2025, our Consolidated Statements of Operations and Comprehensive Income included an estimated nuclear PTC benefit in Operating revenues of approximately $45 million. For the three and six months ended June 30, 2024, our Consolidated Statements of Operations and Comprehensive Income included an estimated nuclear PTC benefit in Operating revenues of $408 million and $712 million, respectively. Our estimates require the exercise of judgment in determining the amount of nuclear PTC expected for each of our nuclear units. The nuclear PTC continues to be the subject of additional guidance, which may be issued from the U.S. Treasury and IRS sometime in 2025, and may materially impact the total amount of the benefits we receive.

Nuclear PTCs are initially recorded within Other deferred debits and other assets within the Consolidated Balance Sheets and reclassified as a reduction to Accounts payable and accrued expenses when used to reduce our federal income tax payable, or an increase in Cash and cash equivalents or Other current assets when sold, depending on the specific payment terms of each contract.

Cash received in 2025 on sale agreements executed in 2024 was approximately $95 million. There were no agreements for sales of nuclear PTCs executed in the first or second quarters of 2024 or 2025. As of June 30, 2025, our Consolidated Balance Sheets reflect no nuclear PTCs as a result of utilization as credits against our current federal income taxes payable. As of December 31, 2024, our Consolidated Balance Sheets reflected $185 million of estimated nuclear PTCs within Other deferred debits and other assets, and $95 million within Other current assets. Additionally, as of June 30, 2025 and December 31, 2024, we recognized a reduction to Accounts payable and accrued expenses in our Consolidated Balance Sheets of $215 million and $150 million, respectively, for estimated nuclear PTCs that we have utilized as a credit against our current federal income taxes payable.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 5 — Government Assistance

Many of the state-sponsored programs providing compensation for the emissions-free attributes of generation from certain of our nuclear units include contractual or other provisions that require us to refund that compensation up to the amount of the nuclear PTC received or pass through the entirety of the nuclear PTC received. As of June 30, 2025 and December 31, 2024, we have recognized approximately $1,060 million and $1,030 million, respectively, of estimated payables within Other deferred credits and other liabilities, Accounts payable and accrued expenses or as offsets to Customer accounts receivable in our Consolidated Balance Sheets associated with programs requiring refunds or pass through of the nuclear PTC. During the three and six months ended June 30, 2025, we recognized a pre-tax benefit to net operating revenue of approximately $75 million and $190 million, respectively, associated with these programs in our Consolidated Statements of Operations and Comprehensive Income, compared to $51 million and $120 million, recognized during the three and six months ended June 30, 2024, respectively. As with the actual amount of the nuclear PTC earned, which cannot be determined until after the end of the calendar year, any change resulting from additional guidance received may materially impact amounts due under state-sponsored programs.

6. Accounts Receivable

Allowance for Credit Losses on Accounts Receivable

The following table presents the rollforward of allowance for credit losses on Customer accounts receivable. The activity and balances were not material for the six months ended June 30, 2024 given that they do not include any allowance related to the sales of customer accounts receivable disclosed below.

Balance as of December 31, 2024			$	190
Plus: Current period provision for expected credit losses			29
Less: Write-offs, net of recoveries(a)			16
Balance as of June 30, 2025			$	203

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(a)Recoveries were not material.

The Allowance for credit losses on Other accounts receivable was not material as of the balance sheet dates.

Unbilled Customer Revenue

We recorded $1,067 million and $1,109 million of unbilled customer revenues in Customer accounts receivables, net in the Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, respectively.

Sales of Customer Accounts Receivable

In 2020, NER, a bankruptcy remote, special purpose entity, which is wholly owned by us, entered into a revolving accounts receivable financing arrangement with a number of financial institutions and a commercial paper conduit (Purchasers) to sell certain customer accounts receivable (Facility). On December 31, 2024, we amended the Facility. We no longer sell receivables to the Purchasers and all outstanding receivables were assigned back to us. Under the Facility's prior terms, NER sold eligible short-term customer accounts receivable to the Purchasers in exchange for cash and subordinated interest. The transfers were reported as sales of receivables in the consolidated financial statements. The subordinated interest in collections upon the receivables sold to the Purchasers is referred to as the DPP. As a result of the receivables being assigned back to NER under the amended Facility, NER forgave any and all remaining DPP owed by the Purchasers. The reassignment of receivables resulted in the recognition of $1,529 million of Customer accounts receivable as of December 31, 2024. See Note 11 — Debt and Credit Agreements for terms of the amended Facility.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 6 — Accounts Receivable

The following table presents our cash proceeds associated with the Facility prior to the amendment.

									Six Months Ended June 30, 2024
Proceeds from new transfers(a)									$	1,402
Cash collections received on DPP(b)									4,246
Cash collections reinvested in the Facility									$	5,648

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(a)Customer accounts receivable sold into the Facility was $5,856 million.

(b)Does not include the $150 million net cash payments made to the Purchasers in order to reduce the outstanding borrowing amount under the Facility.

We previously recognized the cash proceeds received upon sale in Cash flows from operating activities within the Changes in Other assets and liabilities line in the Consolidated Statements of Cash Flows, which was ($4,455) million for the six months ended June 30, 2024. The collection and reinvestment of DPP was recognized in Cash flows from investing activities in the Collection of DPP, net line in the Consolidated Statements of Cash Flows, which was $4,096 million for the six months ended June 30, 2024.

See Note 15 — Variable Interest Entities for additional information on NER.

Other Sales of Customer Accounts Receivables

We are required, under supplier tariffs, to sell customer receivables to certain utility companies at a nominal discount. The total gross receivables sold were $2,045 million and $210 million for the six months ended June 30, 2025 and 2024, respectively. Prior to the Facility amendment discussed in the preceding paragraphs, certain accounts receivable subject to these supplier tariffs were sold to the Purchasers under the Facility.

7. Nuclear Decommissioning

Nuclear Decommissioning Asset Retirement Obligations

We have a legal obligation to decommission our nuclear power plants following the permanent cessation of operations. See Note 10 — Asset Retirement Obligations of our 2024 Form 10-K for additional information regarding AROs and the financial statement impact of changes in estimates.

The following table provides a rollforward of the nuclear decommissioning AROs reflected in the Consolidated Balance Sheets from December 31, 2024 to June 30, 2025:

Balance as of December 31, 2024			$	12,186
Accretion expense			309
Net decrease due to changes in, and timing of, estimated future cash flows			(76)
Costs incurred related to decommissioning plants			(8)
Balance as of June 30, 2025			$	12,411

NDT Funds

We had NDT funds totaling $18,329 million and $17,321 million as of June 30, 2025 and December 31, 2024, respectively. The current portions of the NDT funds, which are included in Other current assets in our Consolidated Balance Sheets, were not material as of June 30, 2025 and December 31, 2024. See Note 16 — Supplemental Financial Information for additional information on activities of the NDT funds.

Accounting Implications of the Regulatory Agreement Units

See Note 1 — Basis of Presentation and Note 10 — Asset Retirement Obligations of our 2024 Form 10-K for additional information on the Regulatory Agreement Units.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 7 — Nuclear Decommissioning

The following table presents our noncurrent payables to ComEd, PECO, CenterPoint, and AEP Texas reflected as Payables related to Regulatory Agreement Units in the Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024:

			June 30, 2025						December 31, 2024
ComEd			$	4,032					$	3,780
PECO			379						247
CenterPoint			392						365
AEP Texas			136						126
Payables related to Regulatory Agreement Units			$	4,939					$	4,518

NRC Minimum Funding Requirements

NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in specified minimum amounts for radiological decommissioning of the facility at the end of its life.

We filed our biennial decommissioning funding status report with the NRC in March 2025 for all units, including our shutdown units, except for STP units which were included in a separate report to the NRC submitted by STPNOC. The status reports demonstrated adequate decommissioning funding assurance based on trust fund values as of December 31, 2024 for all our units except for Peach Bottom Unit 1. Financial assurance for decommissioning Peach Bottom Unit 1 is provided by collections from PECO customers. See Note 10 — Asset Retirement Obligations of our 2024 Form 10-K for additional information.

8. Income Taxes

Rate Reconciliation

The effective income tax rate varies from the U.S. federal statutory rate principally due to the following:

															Three Months Ended June 30,
															2025												2024
U.S. federal statutory income tax															21.0		%				$	267					21.0		%				$	202
(Decrease) increase due to:
State income taxes, net of federal income tax benefit(a)															3.8						48						2.5						24
Foreign tax effects															—						—						0.1						1
Tax credits
PTC															(0.9)						(11)						(8.9)						(86)
Amortization of ITC, including deferred taxes on basis differences															(0.2)						(3)						(0.2)						(2)
Other															(0.2)						(3)						(0.7)						(7)
Nontaxable or nondeductible items
Share-based payment awards															(0.1)						(1)						—						—
Excess officers compensation															0.7						9						0.5						5
Other															—						—						0.4						4
Other adjustments
Qualified NDT fund income and losses															10.5						134						1.3						13
Effective income tax															34.6		%				$	440					16.0		%				$	154

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 8 — Income Taxes

									Six Months Ended June 30,
															2025												2024
U.S. federal statutory income tax															21.0		%				$	299					21.0		%				$	422
(Decrease) increase due to:
State income taxes, net of federal income tax benefit(a)															3.3						47						(2.0)						(40)
Foreign tax effects															0.1						1						0.1						2
Tax credits
PTC															(0.9)						(13)						(7.4)						(149)
Amortization of ITC, including deferred taxes on basis differences															(0.4)						(5)						(0.2)						(4)
Other															(0.4)						(5)						(0.7)						(14)
Nontaxable or nondeductible items
Share-based payment awards															(2.8)						(40)						(0.8)						(16)
Excess officers compensation															1.1						16						0.4						8
Other															—						—						0.1						2
Other adjustments
Qualified NDT fund income and losses															11.4						162						5.3						107
Effective income tax															32.4		%				$	462					15.8		%				$	318

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(a)State taxes in California, Illinois, Maryland, Massachusetts, and New Jersey made up the majority (greater than 50%) of the tax effect in this category.

Other Tax Matters

One Big Beautiful Bill Act

In July 2025, Congress passed the OBBBA which among other things included certain changes in tax law. See Note 17 — Subsequent Events for additional information.

Tax Matters Agreement

In connection with the separation, we entered a TMA with Exelon. The TMA governs the respective rights, responsibilities, and obligations between us and Exelon after the separation with respect to tax liabilities and benefits, tax attributes, tax returns, tax contests and other tax sharing regarding U.S. federal, state, local and foreign income taxes, other tax matters and related tax returns.

Responsibility and Indemnification for Taxes. As a former subsidiary of Exelon, we have joint and several liability with Exelon to the IRS and certain state jurisdictions relating to the taxable periods in which we were included in joint federal and state filings. However, the TMA specifies the portion of this tax liability for which we will bear contractual responsibility, and we and Exelon agreed to indemnify each other against any amounts for which such indemnified party is not responsible. Specifically, we will be liable for taxes due and payable in connection with tax returns that we are required to file. We will also be liable for our share of certain taxes required to be paid by Exelon with respect to taxable years or periods (or portions thereof) ending on or prior to the separation to the extent that we would have been responsible for such taxes under the Exelon tax sharing agreement then existing. As of June 30, 2025 and December 31, 2024, respectively, our Consolidated Balance Sheets reflect $42 million and $39 million in Other deferred credits and other liabilities, for tax liabilities where we maintain contractual responsibility to Exelon.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 8 — Income Taxes

Tax Refunds and Attributes. The TMA provides for the allocation of certain pre-closing tax attributes between us and Exelon. Tax attributes will be allocated in accordance with the principles set forth in the existing Exelon tax sharing agreement, unless otherwise required by law. Under the TMA, we will be entitled to refunds for taxes for which we are responsible. In addition, it is expected that Exelon will have tax attributes that may be used to offset Exelon’s future tax liabilities. A significant portion of such attributes were generated by our business. In February 2024, we executed an amendment to the TMA that modified the timing of Exelon's payment of amounts due to us. During the second quarter of 2025 and 2024, we received payments for tax attributes utilized by Exelon related to the 2024 and 2023 tax years of $127 million and $183 million, respectively. As of June 30, 2025 and December 31, 2024, respectively, we had $174 million and $138 million in Other accounts receivable and $38 million and $201 million in Other deferred debits and other assets for the reclassified tax attributes expected to be utilized by Exelon after separation in accordance with the terms of the TMA.

9. Retirement Benefits

Components of Net Periodic Benefit (Credits) Costs

See Note 1 — Basis of Presentation of our 2024 Form 10-K for additional information on where we report the service cost and other non-service cost (credit) components for all plans.

The following tables present the components of our net periodic benefit (credit) cost for the three and six months ended June 30, 2025 and 2024. The amounts below are shown prior to capitalization and co-owner allocations, the effects of which were not material for any of the periods presented.

			Pension Benefits												OPEB												Total Pension Benefits and OPEB
Three Months Ended June 30,			2025						2024						2025						2024						2025						2024
Components of net periodic benefit (credit) cost:
Service cost			$	21					$	23					$	5					$	5					$	26					$	28
Non-service components of pension benefits & OPEB (credit) cost:
Interest cost			101						96						20						18						121						114
Expected return on assets			(123)						(124)						(8)						(10)						(131)						(134)
Amortization of:
Prior service (credit) cost			—						—						(1)						(1)						(1)						(1)
Actuarial (gain) loss			25						26						(2)						(2)						23						24
Settlement charges			—						1						—						—						—						1
Non-service components of pension benefits & OPEB (credit) cost			3						(1)						9						5						12						4
Net periodic benefit (credit) cost			$	24					$	22					$	14					$	10					$	38					$	32

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 9 — Retirement Benefits

			Pension Benefits												OPEB												Total Pension Benefits and OPEB
Six Months Ended June 30,			2025						2024						2025						2024						2025						2024
Components of net periodic benefit (credit) cost:
Service cost			$	42					$	45					$	9					$	9					$	51					$	54
Non-service components of pension benefits & OPEB (credit) cost:
Interest cost			203						191						39						36						242						227
Expected return on assets			(245)						(248)						(16)						(21)						(261)						(269)
Amortization of:
Prior service (credit) cost			—						—						(3)						(3)						(3)						(3)
Actuarial (gain) loss			51						51						(4)						(4)						47						47
Settlement charges			—						4						—						—						—						4
Non-service components of pension benefits & OPEB (credit) cost			9						(2)						16						8						25						6
Net periodic benefit (credit) cost			$	51					$	43					$	25					$	17					$	76					$	60

10. Derivative Financial Instruments

We use derivative instruments to manage commodity price risk, interest rate risk, and foreign exchange risk related to ongoing business operations.

Authoritative guidance requires that derivative instruments be recognized as either assets or liabilities at fair value, with changes in fair value of the derivative recognized in earnings immediately. Other accounting treatments, including NPNS, are available through special election and designation, provided they meet specific, restrictive criteria both at the time of designation and on an ongoing basis. All derivative instruments, excluding NPNS, are recorded at fair value through earnings. For all NPNS derivative instruments, accounts receivable or accounts payable are recorded when derivatives settle, and revenue or expense is recognized in earnings as the underlying physical commodity is delivered.

Authoritative guidance about offsetting assets and liabilities requires the fair value of derivative instruments to be shown in the Combined Notes to Consolidated Financial Statements on a gross basis, even when the derivative instruments are subject to legally enforceable master netting agreements and qualify for net presentation in the Consolidated Balance Sheets. A master netting agreement is an agreement between two counterparties that may have derivative and non-derivative contracts with each other providing for the net settlement of all referenced contracts via one payment stream, which takes place as the contracts deliver, when collateral is requested or in the event of default. In the tables below, which present fair value balances, our energy-related economic hedges are shown gross. The impact of the netting of fair value balances with the same counterparty that are subject to legally enforceable master netting agreements, as well as netting of cash collateral, including margin on exchange positions, is aggregated in the collateral and netting columns.

Our use of cash collateral is generally unrestricted unless we were downgraded below investment grade. As our senior unsecured debt rating is currently rated at BBB+ and Baa1 by S&P and Moody's, respectively, it would take a three-notch downgrade by S&P or Moody's for our rating to go below investment grade.

Commodity Price Risk

We employ established policies and procedures to manage our risks associated with market fluctuations in commodity prices by entering into physical and financial derivative contracts, including swaps, futures, forwards, options, and short-term and long-term commitments to purchase and sell energy and energy-related products. We believe these instruments, which are either determined to be non-derivative or classified as economic hedges, mitigate exposure to fluctuations in commodity prices.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 10 — Derivative Financial Instruments

To the extent the amount of energy we produce or procure differs from the amount of energy we have contracted to sell, we are exposed to market fluctuations in the prices of electricity, natural gas, and other commodities. We use a variety of derivative and non-derivative instruments to manage the commodity price risk of our electric generation facilities, including power and gas sales, fuel and power purchases, natural gas transportation and pipeline capacity agreements, and other energy-related products marketed and purchased. To manage these risks, we may enter into fixed-price derivative or non-derivative contracts to hedge the variability in future cash flows from expected sales of power and gas and purchases of power and fuel. The objectives for executing such hedges include fixing the price for a portion of anticipated future electricity sales at a level that provides an acceptable return. We are also exposed to differences between the locational settlement prices of certain economic hedges and the hedged generating units. This price difference is actively managed through other instruments which include derivative congestion products, whose changes in fair value are recognized in earnings each period, and auction revenue rights, which are accounted for on an accrual basis.

In general, increases and decreases in forward market prices have a positive and negative impact, respectively, on owned and contracted generation positions that have not been hedged. Beginning in 2024, our existing nuclear fleet is eligible for a nuclear PTC, 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 for inflation annually through the duration of the program based on the GDP price deflator for the preceding calendar year. See Note 5 — Government Assistance for additional information.

In locations and periods where our load serving activities do not naturally offset existing generation portfolio risk, remaining commodity price exposure is managed through portfolio hedging activities. Portfolio hedging activities are generally concentrated in the prompt three years, when customer demand and market liquidity enable effective price risk mitigation. During this prompt three-year period, we seek to mitigate the price risk associated with our load serving contracts, non-nuclear generation, and any residual price risk for our nuclear generation that the nuclear PTC and state programs may not fully mitigate. We also enter transactions that further optimize the economic benefits of our overall portfolio.

The following tables provide a summary of the commodity derivative fair value balances recorded as of June 30, 2025 and December 31, 2024:

June 30, 2025			Economic Hedges												Collateral**(a)**						Netting**(a)**						Total
Mark-to-market derivative assets (current)			$	6,788											$	240					$	(6,314)					$	714
Mark-to-market derivative assets (noncurrent)			4,985												178						(4,637)						526
Total mark-to-market derivative assets			11,773												418						(10,951)						1,240
Mark-to-market derivative liabilities (current)			(6,940)												227						6,314						(399)
Mark-to-market derivative liabilities (noncurrent)			(5,256)												202						4,637						(417)
Total mark-to-market derivative liabilities			(12,196)												429						10,951						(816)
Total mark-to-market derivative net assets (liabilities)			$	(423)											$	847					$	—					$	424
December 31, 2024
Mark-to-market derivative assets (current)			$	5,518											$	152					$	(4,860)					$	810
Mark-to-market derivative assets (noncurrent)			3,672												120						(3,421)						371
Total mark-to-market derivative assets			9,190												272						(8,281)						1,181
Mark-to-market derivative liabilities (current)			(5,498)												173						4,860						(465)
Mark-to-market derivative liabilities (noncurrent)			(3,961)												141						3,421						(399)
Total mark-to-market derivative liabilities			(9,459)												314						8,281						(864)
Total mark-to-market derivative net assets (liabilities)			$	(269)											$	586					$	—					$	317

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(a)We net all available amounts allowed in our Consolidated Balance Sheets in accordance with authoritative guidance for derivatives. These amounts include unrealized derivative transactions with the same counterparty under legally enforceable master netting agreements and cash collateral.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 10 — Derivative Financial Instruments

Economic Hedges (Commodity Price Risk)

For the three and six months ended June 30, 2025 and 2024, we recognized the following net pre-tax commodity mark-to-market gains (losses), which are also included in the Net fair value changes related to derivatives line in the Consolidated Statements of Cash Flows.

			Three Months Ended June 30,												Six Months Ended June 30,
Income Statement Location			2025						2024						2025						2024
Operating revenues			$	89					$	192					$	(197)					$	255
Purchased power and fuel			75						397						39						523
Total			$	164					$	589					$	(158)					$	778

Interest Rate and Foreign Exchange Risk

We utilize interest rate swaps to manage our interest rate exposure and foreign currency derivatives to manage foreign exchange rate exposure associated with international commodity purchases in currencies other than U.S. dollars, both of which are treated as economic hedges. The notional amounts were $1,065 million and $592 million as of June 30, 2025 and December 31, 2024, respectively.

The mark-to-market derivative assets and liabilities as of June 30, 2025 and December 31, 2024 and the mark-to-market gains and losses associated with management of interest rate and foreign currency risk for the three and six months ended June 30, 2025 and 2024 were not material. The mark-to-market gains and losses associated with management of interest rate and foreign currency exchange rate risk are also included in the Net fair value changes related to derivatives line in the Consolidated Statements of Cash Flows.

Credit Risk

We would be exposed to credit-related losses in the event of non-performance by counterparties on executed derivative instruments. The credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts as of the reporting date.

For commodity derivatives, we enter into enabling agreements that allow for payment netting with our counterparties, which reduces our exposure to counterparty risk by providing for the offset of amounts payable to the counterparty against amounts receivable from the counterparty. Typically, each enabling agreement is for a specific commodity and, with respect to each individual counterparty, netting is limited to transactions involving that specific commodity product, except where master netting agreements exist with a counterparty that allows for cross product netting. In addition to payment netting language in the enabling agreement, our credit department establishes credit limits, margining thresholds and collateral requirements for each counterparty, which are defined in the derivative contracts. Counterparty credit limits are based on an internal credit review process that considers a variety of factors, including the results of a scoring model, leverage, liquidity, profitability, credit ratings by credit rating agencies, and other risk management criteria. To the extent that a counterparty’s margining thresholds are exceeded, the counterparty is required to post collateral with us, as specified in each enabling agreement. Our credit department monitors current and forward credit exposure to counterparties and their affiliates, both on an individual and an aggregate basis.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 10 — Derivative Financial Instruments

The following tables provide information on the credit exposure for derivative instruments, NPNS and payables and receivables, net of collateral and instruments that are subject to master netting agreements, as of June 30, 2025. The amounts in the tables below exclude credit risk exposure from individual retail counterparties, forward values on non-derivative contracts and exposure through RTOs, ISOs, as well as NYMEX, ICE, NASDAQ, NGX, and Nodal commodity exchanges. The tables further delineate that exposure by credit rating of the counterparties and provide guidance on the concentration of credit risk to individual counterparties.

Rating as of June 30, 2025			Total Exposure Before Credit Collateral						Credit Collateral**(a)**						Net Exposure						Number of Counterparties Greater than 10% of Net Exposure						Net Exposure of Counterparties Greater than 10% of Net Exposure
Investment grade			$	1,003					$	12					$	991					1						$	175
Non-investment grade			21						6						15						—						—
No external ratings
Internally rated — investment grade			87						5						82						—						—
Internally rated — non-investment grade			188						69						119						—						—
Total			$	1,299					$	92					$	1,207					1						$	175

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(a)As of June 30, 2025, credit collateral held from counterparties where we had credit exposure included $1 million of cash and $91 million of letters of credit.

Net Credit Exposure by Type of Counterparty			As of June 30, 2025
Investor-owned utilities, marketers, power producers			$	991
Energy cooperatives and municipalities			86
Financial Institutions			84
Other			46
Total			$	1,207

Credit-Risk-Related Contingent Features

As part of the normal course of business, we routinely enter into physically and financially settled contracts for the purchase and sale of capacity, electricity, fuels, emissions allowances, and other energy-related products. Certain of our derivative instruments contain provisions that require us to post collateral. We also enter into commodity transactions on exchanges where the exchanges act as the counterparty to each trade. Transactions on the exchanges must adhere to comprehensive collateral and margining requirements. This collateral may be posted in the form of cash or credit support with thresholds contingent upon our credit ratings from S&P and Moody's. The collateral and credit support requirements vary by contract and by counterparty. These credit-risk-related contingent features stipulate that if we were to be downgraded or lose our investment grade credit ratings (based on our senior unsecured debt rating), we would be required to provide additional collateral. This incremental collateral requirement allows for the offsetting of derivative instruments that are assets with the same counterparty, where the contractual right of offset exists under applicable master netting agreements. In the absence of expressly agreed-to provisions that specify the collateral that must be provided, collateral requested will be a function of the facts and circumstances of the situation at the time of the demand. In such cases, we believe an amount of several months of future payments (e.g., capacity payments) rather than a calculation of fair value is a reasonable estimate for the contingent collateral obligation, which has been factored into the disclosure below.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 10 — Derivative Financial Instruments

The aggregate fair value of all derivative instruments with credit-risk-related contingent features in a liability position that are not fully collateralized (excluding transactions on the exchanges that are fully collateralized) is detailed in the table below:

Credit-Risk-Related Contingent Features			June 30, 2025						December 31, 2024
Gross fair value of derivative contracts containing this feature			$	(1,276)					$	(1,346)
Offsetting fair value of contracts under master netting arrangements			534						602
Net fair value of derivative contracts containing this feature			$	(742)					$	(744)

As of June 30, 2025 and December 31, 2024, we posted or held the following amounts of cash collateral and letters of credit on derivative contracts with external counterparties, after giving consideration to offsetting derivative and non-derivative positions under master netting agreements.

			June 30, 2025						December 31, 2024
Cash collateral posted(a)			$	882					$	635
Letters of credit posted(a)			1,009						890
Cash collateral held(a)			35						49
Letters of credit held(a)			129						91
Additional collateral required in the event of a credit downgrade below investment grade (at BB+/Ba1)(b)(c)(d)			2,446						1,949

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(a)The cash collateral and letters of credit amounts are inclusive of NPNS contracts.

(b)Certain of our contracts contain provisions that allow a counterparty to request additional collateral when there has been a subjective determination that our credit quality has deteriorated, generally termed “adequate assurance”. Due to the subjective nature of these provisions, we estimate the amount of collateral that we may ultimately be required to post in relation to the maximum exposure with the counterparty.

(c)The downgrade collateral is inclusive of all contracts in a liability position regardless of accounting treatment and excludes any contracts with individual retail counterparties.

(d)A loss of investment grade credit rating would require a three-notch downgrade from their current levels of BBB+ and Baa1 at S&P and Moody's, respectively.

We routinely enter into supply forward contracts with certain utilities with one-sided collateral postings only from us. If market prices fall below the benchmark price levels in these contracts, the utilities are not required to post collateral. However, when market prices rise above the benchmark price levels, we are required to post collateral once certain unsecured credit limits are exceeded.

11. Debt and Credit Agreements

Short-Term Borrowings

We meet our short-term liquidity requirements primarily through the issuance of commercial paper. We may use our credit facility for general corporate purposes, including meeting short-term funding requirements and the issuance of letters of credit.

Credit Agreements

In June 2024, we amended our existing $3.5 billion revolving credit facility (RCF), to increase the available aggregate commitment to $4.5 billion and extend the maturity date from January 2027 to June 2029. The RCF may be drawn down in the form of loans and/or to support commercial paper and letters of credit issuances.

The RCF fixed facility fee rate is 0.175% and borrowings under the RCF bear interest at a rate based upon either the Daily Simple SOFR rate or a Term SOFR rate, plus an adder based upon our credit ratings. The adders for the Daily Simple SOFR-based borrowings and Term SOFR borrowings are 7.5 basis points and 107.5 basis points, respectively. The letters of credit bear interest at a rate of 1.075%.

If we were to lose our investment grade credit rating, the maximum adders for Daily Simple SOFR rate borrowings and Term SOFR rate borrowings would be 100 basis points and 200 basis points, respectively. The

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 11 — Debt and Credit Agreements

credit agreements also require us to pay facility fees based upon the aggregate commitments. The fees vary depending upon our credit rating.

Accounts Receivable Facility

In December 2024, we amended the Facility to provide NER access to revolving loans from a number of financial institutions (Lenders) secured by certain customer accounts receivable. As part of the amendment, the maximum funding limit of the Facility was increased from $1.1 billion to $1.5 billion and the maturity date was extended to December 2027. Under previous terms of the Facility, certain customer accounts receivable were sold to the Purchasers. Immediately following the amendment, all receivables previously sold were assigned back to us and receivables will no longer be sold to the Purchasers under the amendment. Subsequent to the amendment, draws and repayments related to the Facility will be reflected as Proceeds from short-term borrowings and Repayments of short-term borrowings, respectively, in the Consolidated Statements of Cash Flows. Draws on the facility bear interest at a commercial paper rate or a Daily One Month Term SOFR or Term SOFR rate, plus an adder of 0.10% per annum. Interest is payable monthly. There were no draws on the Facility as of June 30, 2025.

The amended Facility requires the balance of eligible receivables to be maintained at or above the balance of cash proceeds received from the Lenders. To the extent the eligible receivables decrease below such balance, we are required to repay cash to the Lenders. When eligible receivables exceed cash proceeds, we have the ability to increase the cash proceeds received up to the maximum funding limit.

As of June 30, 2025 and December 31, 2024, we had the following aggregate bank commitments, credit facility borrowings and available capacity under our respective credit facilities:

June 30, 2025
Facility Type						Aggregate Bank Commitment						Facility Draws						Outstanding Letters of Credit						Outstanding Commercial Paper**(a)**						Total Available Capacity
Revolving Credit Facility						$	4,500					$	—					$	49					$	—					$	4,451
Bilaterals(b)						2,350						—						1,167						—						1,183
Accounts Receivable Facility						1,500						—						—						—						1,500
Liquidity Facility						971						—						895						—						51			(c)
Project Finance						137						—						120						—						17
Total						$	9,458					$	—					$	2,231					$	—					$	7,202

December 31, 2024
Revolving Credit Facility						$	4,500					$	—					$	51					$	—					$	4,449
Bilaterals						1,850						—						1,095						—						755
Accounts Receivable Facility						1,500						—						—						—						1,500
Liquidity Facility						971						—						907						—						21			(c)
Project Finance						137						—						120						—						17
Total						$	8,958					$	—					$	2,173					$	—					$	6,742

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(a)Our commercial paper program is supported by the revolving credit agreement. In order to maintain our commercial paper program in the amounts indicated above, we must have a credit facility in place, at least equal to the amount of our commercial paper program. As of June 30, 2025 and December 31, 2024, the maximum program size of our commercial paper program was $4.5 billion. We do not issue commercial paper in an aggregate amount exceeding the then available capacity under our credit facility. There were no commercial paper borrowings outstanding as of June 30, 2025 and December 31, 2024.

(b)In January 2025, we initiated a new bilateral credit agreement for $200 million, with no maturity date. In March 2025, a bilateral credit agreement initiated in March 2023 was extended for an additional two years to March 2027. In March 2025, we initiated a new bilateral credit agreement for $300 million, scheduled to mature March 2026.

(c)The maximum amount of the bank commitment is not to exceed $971 million. The aggregate available capacity of the facility is subject to market fluctuations based on the value of U.S. Treasury Securities which determines the amount of collateral held in the trust. We may post additional collateral to borrow up to the maximum bank commitment. As of June 30, 2025 and December 31, 2024, without posting additional collateral, the actual availability of facility, prior to outstanding letters of credit was $946 million and $928 million, respectively.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 11 — Debt and Credit Agreements

Short-Term Loan Agreements

In May 2025, we entered into a term loan agreement for $900 million with an expiration of May 2026. Pursuant to the loan agreement, loans made thereunder bear interest at a rate equal to 1-month SOFR + 0.90% and all indebtedness thereunder is unsecured. The loan is reflected in Short-term borrowings in the Consolidated Balance Sheets as of June 30, 2025.

Long-Term Debt

Debt Issuances and Redemptions

During the six months ended June 30, 2025, the following long-term debt was issued (redeemed):

Type						Interest Rate						Maturity						Amount
2025 Senior Notes						3.25%						June 2025						$	(900)
CR Nonrecourse Debt						3-month SOFR + 2.25%						December 2027						(33)
West Medway II Nonrecourse Debt						1-month SOFR + 3.225% - 3.350%						March 2026						(23)
Tax Exempt Pollution Control Revenue Bonds						4.45%						March 2025						(23)
Continental Wind Nonrecourse Debt						6.00%						February 2033						(18)
Antelope Valley DOE Nonrecourse Debt						2.29% - 3.56%						January 2037						(9)
RPG Nonrecourse Debt						4.11%						March 2035						(2)
Total long-term debt issued (redeemed)																		$	(1,008)

Debt Covenants

As of June 30, 2025, we are in compliance with all debt covenants.

12. Fair Value of Financial Assets and Liabilities

We measure and classify fair value measurements in accordance with the hierarchy as defined by GAAP. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

• Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to liquidate as of the reporting date.

• Level 2 — inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

• Level 3 — unobservable inputs, such as internally developed pricing models or third-party valuations for the asset or liability due to little or no market activity for the asset or liability.

Fair Value of Financial Liabilities Recorded at Amortized Cost

The following table presents the carrying amounts and fair values of our long-term debt and SNF obligation as of June 30, 2025 and December 31, 2024. We have no financial liabilities classified as Level 1. The carrying amounts of the short-term liabilities as presented in the Consolidated Balance Sheets are representative of their fair value (Level 2) because of the short-term nature of these instruments.

						June 30, 2025																								December 31, 2024
						Carrying Amount						Fair Value																		Carrying Amount						Fair Value
									Level 2						Level 3						Total									Level 2						Level 3						Total
Long-Term Debt, including amounts due within one year						$	7,411					$	6,934					$	705					$	7,639					$	8,412					$	7,805					$	716					$	8,521
SNF Obligation						1,397						1,311						—						1,311						1,366						1,278						—						1,278

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 12 — Fair Value of Financial Assets and Liabilities

Valuation Techniques Used to Determine Fair Value and Net Asset Value

Our valuation techniques used to measure the fair value and net asset value of the assets and liabilities are in accordance with the policies discussed in Note 17 — Fair Value of Financial Assets and Liabilities of our 2024 Form 10-K.

Recurring Fair Value Measurements

The following table present assets and liabilities measured and recorded at fair value in the Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of June 30, 2025 and December 31, 2024:

			June 30, 2025																								December 31, 2024
			Level 1						Level 2						Level 3						Total						Level 1						Level 2						Level 3						Total
Assets
Cash equivalents(a)			$	38					$	—					$	—					$	38					$	120					$	—					$	—					$	120
NDT fund investments
Cash equivalents(b)			490						170						—						660						187						163						—						350
Equities			5,730						1,663						1						7,394						5,230						1,897						—						7,127
Fixed income			2,230						1,587						376						4,193						2,089						1,462						368						3,919
Private credit			—						—						127						127						—						—						134						134
Assets measured at NAV			—						—						—						5,955						—						—						—						5,791
NDT fund investments subtotal(c)			8,450						3,420						504						18,329						7,506						3,522						502						17,321
Rabbi trust investments			58						40						1						99						58						41						1						100
Investments in equities			92						—						—						92						389						—						—						389
Mark-to-market derivative assets
Economic hedges			1,402						6,166						4,218						11,786						1,278						5,306						2,641						9,225
Effect of netting and allocation of collateral			(1,218)						(5,834)						(3,481)						(10,533)						(1,097)						(4,790)						(2,123)						(8,010)
Mark-to-market derivative assets subtotal			184						332						737						1,253						181						516						518						1,215
Total assets measured at fair value			8,822						3,792						1,242						19,811						8,254						4,079						1,021						19,145
Liabilities
Mark-to-market derivative liabilities
Economic hedges			(1,417)						(6,424)						(4,365)						(12,206)						(1,222)						(5,462)						(2,778)						(9,462)
Effect of netting and allocation of collateral			1,357						6,258						3,765						11,380						1,180						5,157						2,259						8,596
Mark-to-market derivative liabilities subtotal			(60)						(166)						(600)						(826)						(42)						(305)						(519)						(866)
Deferred compensation obligation			—						(111)						—						(111)						—						(93)						—						(93)
Total liabilities measured at fair value			(60)						(277)						(600)						(937)						(42)						(398)						(519)						(959)
Total net assets			$	8,762					$	3,515					$	642					$	18,874					$	8,212					$	3,681					$	502					$	18,186

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(a)CEG Parent has $51 million and $130 million of Level 1 cash equivalents as of June 30, 2025 and December 31, 2024, respectively. We exclude cash of $1,943 million and $2,924 million, and restricted cash of $59 million and $71 million as of June 30, 2025 and December 31, 2024, respectively. CEG Parent has excluded an additional $9 million and $4 million of cash as of June 30, 2025 and December 31, 2024, respectively.

(b)Includes net liabilities of $135 million and $148 million as of June 30, 2025 and December 31, 2024, respectively, which consist of receivables related to pending securities sales, interest and dividend receivables, repurchase agreement obligations, and payables related to pending securities purchases. The repurchase agreements are generally short-term in nature with durations generally of 30 days or less.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 12 — Fair Value of Financial Assets and Liabilities

(c)Includes total NDT derivative assets and liabilities that are not material, which have notional amounts of $1,514 million and $1,119 million as of June 30, 2025 and December 31, 2024, respectively. The notional principal amounts provide one measure of the transaction volume outstanding as of the periods ended and do not represent the amount of our exposure to credit or market loss.

As of June 30, 2025, our NDTs have outstanding commitments to invest in private credit, private equity, and real assets of $504 million, $436 million, and $568 million, respectively. These commitments will be funded by our existing NDT funds.

Equity Security Investments without Readily Determinable Fair Values. We hold investments without readily determinable fair values with carrying amounts of $204 million and $150 million as of June 30, 2025 and December 31, 2024, respectively. Changes in fair value, cumulative adjustments, and impairments were not material for the three and six months ended June 30, 2025 and the year ended December 31, 2024.

Reconciliation of Level 3 Assets and Liabilities

The following tables present the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis during the three and six months ended June 30, 2025 and 2024:

			Three Months Ended June 30, 2025
			NDT Fund Investments						Mark-to-Market Derivatives						Rabbi Trust Investments						Total
Balance as of April 1, 2025			$	502					$	(18)					$	1					$	485
Total realized / unrealized gains (losses)
Included in net income (loss)			1						94			(a)			—						95
Included in Payables related to Regulatory Agreement Units			3						—						—						3
Change in collateral			—						80						—						80
Purchases, sales, issuances and settlements
Purchases			—						36						—						36
Sales			—						(2)						—						(2)
Settlements			(2)						—						—						(2)
Transfers into Level 3			—						(42)			(b)			—						(42)
Transfers out of Level 3			—						(11)			(b)			—						(11)
Balance as of June 30, 2025			$	504					$	137					$	1					$	642
The amount of total gains (losses) included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of June 30, 2025			$	1					$	206					$	—					$	207

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 12 — Fair Value of Financial Assets and Liabilities

			Three Months Ended June 30, 2024
			NDT Fund Investments						Mark-to-Market Derivatives						Rabbi Trust Investments						Total
Balance as of April 1, 2024			$	460					$	518					$	1					$	979
Total realized / unrealized gains (losses)
Included in net income (loss)			—						(185)			(a)			—						(185)
Included in Payables related to Regulatory Agreement Units			1						—						—						1
Change in collateral			—						(40)						—						(40)
Purchases, sales, issuances and settlements
Purchases			33						14						—						47
Sales			—						(39)						—						(39)
Settlements			(2)						—						—						(2)
Transfers into Level 3			—						30			(b)			—						30
Transfers out of Level 3			—						14			(b)			—						14
Balance as of June 30, 2024			$	492					$	312					$	1					$	805
The amount of total gains (losses) included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of June 30, 2024			$	—					$	(4)					$	—					$	(4)

			Six Months Ended June 30, 2025
			NDT Fund Investments						Mark-to-Market Derivatives						Rabbi Trust Investments						Total
Balance as of January 1, 2025			$	502					$	(1)					$	1					$	502
Total realized / unrealized gains (losses)
Included in net income (loss)			2						(37)			(a)			—						(35)
Included in Payables related to Regulatory Agreement Units			3						—						—						3
Change in collateral			—						147						—						147
Purchases, sales, issuances and settlements
Purchases			—						51						—						51
Sales			—						(5)						—						(5)
Settlements			(4)						—						—						(4)
Transfers into Level 3			1						(43)			(b)			—						(42)
Transfers out of Level 3			—						25			(b)			—						25
Balance as of June 30, 2025			$	504					$	137					$	1					$	642
The amount of total gains (losses) included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of June 30, 2025			$	2					$	110					$	—					$	112

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 12 — Fair Value of Financial Assets and Liabilities

			Six Months Ended June 30, 2024
			NDT Fund Investments						Mark-to-Market Derivatives						Rabbi Trust Investments						Total
Balance as of January 1, 2024			$	429					$	869					$	1					$	1,299
Total realized / unrealized gains (losses)
Included in net income (loss)			—						(491)			(a)			—						(491)
Included in Payables related to Regulatory Agreement Units			4						—						—						4
Change in collateral			—						(7)						—						(7)
Purchases, sales, issuances and settlements
Purchases			66						18						—						84
Sales			—						(83)						—						(83)
Settlements			(7)						(2)						—						(9)
Transfers into Level 3			—						39			(b)			—						39
Transfers out of Level 3			—						(31)			(b)			—						(31)
Balance as of June 30, 2024			$	492					$	312					$	1					$	805
The amount of total gains (losses) included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of June 30, 2024			$	—					$	25					$	—					$	25

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(a)Includes a reduction of ($112) million and ($147) million for realized gains due to the settlement of derivative contracts for the three and six months ended June 30, 2025, respectively. Includes a reduction of ($181) million and ($518) million for realized gains due to the settlement of derivative contracts for the three and six months ended June 30, 2024, respectively.

(b)Transfers into and out of Level 3 generally occur when the contract tenor becomes less and more observable, respectively, primarily due to changes in market liquidity or assumptions for certain commodity contracts.

The following table presents the income statement classification of the total realized and unrealized gains (losses) included in income for Level 3 assets and liabilities measured at fair value on a recurring basis during the three and six months ended June 30, 2025 and 2024:

			Three Months Ended June 30,
			Operating Revenues												Purchased Power and Fuel												Other, net
			2025						2024						2025						2024						2025						2024
Total gains (losses) included in net income			$	(37)					$	(103)					$	131					$	(82)					$	1					$	—
Total unrealized gains (losses)			74						113						132						(117)						1						—

			Six Months Ended June 30,
			Operating Revenues												Purchased Power and Fuel												Other, net
			2025						2024						2025						2024						2025						2024
Total gains (losses) included in net income			$	1					$	(275)					$	(38)					$	(218)					$	2					$	—
Total unrealized gains (losses)			66						261						44						(236)						2						—

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 12 — Fair Value of Financial Assets and Liabilities

Mark-to-Market Derivatives

The following table presents the significant inputs to the forward curve used to value these positions:

Type of trade						Fair Value as of June 30, 2025						Fair Value as of December 31, 2024						Valuation Technique						Unobservable Input						2025 Range & Arithmetic Average									2024 Range & Arithmetic Average
Mark-to-market derivatives—Economic hedges(a)(b)						$	(147)					$	(137)					Discounted Cash Flow						Forward power price						$5.24 - $142			$52						$2.57 - $140			$49
																								Forward gas price						$1.42 - $14			$3.98						$2.09 - $15			$3.68
																		Option Model						Volatility percentage						12% - 131%			62%						23% - 141%			57%

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(a)The valuation techniques, unobservable inputs, ranges, and arithmetic averages are the same for the asset and liability positions.

(b)The fair values do not include cash collateral posted (received) on Level 3 positions of $284 million and $136 million as of June 30, 2025 and December 31, 2024, respectively.

The inputs listed above, which are as of the balance sheet date, would have a direct impact on the fair values of the above instruments if they were adjusted. The significant unobservable inputs used in the fair value measurement of our commodity derivatives are forward commodity prices and for options is price volatility. Increases (decreases) in the forward commodity price in isolation would result in significantly higher (lower) fair values for long positions (contracts that give us the obligation or option to purchase a commodity), with offsetting impacts to short positions (contracts that give us the obligation or right to sell a commodity). Increases (decreases) in volatility would increase (decrease) the value for the holder of the option (writer of the option). Generally, a change in the estimate of forward commodity prices is unrelated to a change in the estimate of volatility of prices. An increase to the heat rate would increase the fair value accordingly. Generally, interrelationships exist between market prices of natural gas and power. As such, an increase in natural gas pricing would potentially have a similar impact on forward power markets.

13. Commitments and Contingencies

Commitments

Commercial Commitments. Commercial commitments as of June 30, 2025, representing commitments potentially triggered by future events, were as follows:

			Expiration within
			2025						2026						2027						2028						2029						2030 and beyond						Total
Letters of credit			$	1,366					$	743					$	1					$	120					$	—					$	1					$	2,231
Surety bonds(a)			386						251						—						214						—						—						851
Total commercial commitments			$	1,752					$	994					$	1					$	334					$	—					$	1					$	3,082

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(a)Surety bonds — Guarantees issued related to contract and commercial agreements, excluding bid bonds.

Environmental Remediation Matters

General. Our operations have in the past, and may in the future, require substantial expenditures to comply with environmental laws. Additionally, under Federal and state environmental laws, we are generally liable for the costs of remediating environmental contamination of property now or formerly owned by us and of property contaminated by hazardous substances generated by us. We own or lease several real estate parcels, including parcels on which our operations or the operations of others may have resulted in contamination by substances that are considered hazardous under environmental laws. In addition, we are currently involved in proceedings relating to sites where hazardous substances have been deposited and may be subject to additional proceedings in the future. Unless otherwise disclosed, we cannot reasonably estimate whether we will incur significant

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 13 — Commitments and Contingencies

liabilities for additional investigation and remediation costs at these or additional sites identified by us, environmental agencies, or others. Additional costs could have a material, unfavorable impact on our consolidated financial statements.

As of June 30, 2025 and December 31, 2024, we had accrued undiscounted amounts for environmental liabilities of $10 million and $60 million, respectively, in Accounts payable and accrued expenses and $166 million and $169 million, respectively, in Other deferred credits and other liabilities in the Consolidated Balance Sheets. See Note 18 — Commitments and Contingencies of our 2024 Form 10-K for additional information on environmental remediation matters. As of June 30, 2025, and through the date of filing, there have been no material changes in amounts recognized for the matters discussed in our 2024 Form 10-K.

Litigation

We are involved in various litigation matters that are being defended and handled in the ordinary course of business. The assessment of whether a loss is probable or reasonably possible, and whether the loss or a range of loss is estimable, often involves a series of complex judgments about future events. We maintain accruals for such losses that are probable of being incurred and subject to reasonable estimation. Management is sometimes unable to estimate an amount or range of reasonably possible loss, particularly where (1) the damages sought are indeterminate, (2) the proceedings are in the early stages, or (3) the matters involve novel or unsettled legal theories. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including a possible eventual loss.

See Note 18 — Commitments and Contingencies of our 2024 Form 10-K for additional information on litigation matters. As of June 30, 2025, and through the date of filing, there have been no material changes in amounts recognized for the matters discussed in our 2024 Form 10-K.

14. Shareholders' Equity

Share Repurchase Program (CEG Parent)

Since 2023, our Board of Directors authorized the repurchase of up to $3 billion of the Company's outstanding common stock. As of June 30, 2025, there was approximately $540 million of remaining authority to repurchase shares of the Company's outstanding common stock, which reflects the net impact of capped call options not yet settled, as discussed below. No other repurchase plans or programs have been authorized. See Note 19 — Shareholders' Equity of our 2024 Form 10-K for additional information on our share repurchase program.

During the three and six months ended June 30, 2025, there were no open market repurchases. During the six months ended June 30, 2024, we repurchased from the open market 1.2 million shares of our common stock for a total cost, inclusive of taxes and transaction costs, of $150 million. There were no open market repurchases during the three months ended June 30, 2024.

In 2024 and 2025, we entered into ASR agreements with financial institutions to initiate share repurchases of our common stock. Under the ASR agreements, we paid a specified amount to the financial institutions and received an initial delivery of shares of common stock, which resulted in an immediate reduction in the number of our shares outstanding. Based on the terms of the ASR agreements, we received an initial share delivery based on 80% of each ASR agreements' cost. Upon settlement of the ASR agreements, the financial institution delivers additional incremental shares. The total number of shares ultimately delivered, and therefore the average price paid per share, is determined at the end of the applicable purchase period of each ASR agreement based on the average of the daily-volume weighted average share price, less a discount.

Under the terms of the ASR agreement entered into in June 2025, which initiated share repurchases of our common stock for $404 million, inclusive of taxes and other transaction costs, we received an initial share delivery of approximately 1.1 million shares of our common stock. The remaining shares will be delivered upon completion of the transaction in the third quarter of 2025.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 14 — Shareholders' Equity

The following table summarizes the activity of our ASR agreement for the six months ended June 30, 2024:

(in millions, except average price paid per share)
ASR Agreement Initiation						Total Cost						Initial Shares Received						ASR Agreement Settlement						Additional Shares Received						Total Number of Shares Purchased						Average Price Paid per Share
March 2024						$	354					1.7						May 2024						0.2						1.9						$	182.65
May 2024						$	505					1.8						July 2024						0.6						2.4						$	211.40

Capped Call Options. In February 2025, we entered into two structured share repurchase agreements. Under these agreements, we were required to make up-front cash payments totaling $150 million in exchange for the right to receive a predetermined amount of shares of our common stock or cash at expiration, depending upon the closing price of our common stock on the respective settlement dates. If either option is exercised, we would receive shares which would reduce the number of our total shares outstanding. If the options are not exercised, we will receive our initial up-front cash payment plus a nominal cash premium at the expiration of the agreements. The cash received will restore the remaining authority available for repurchases. Any prepayments or cash payments at settlement are recorded in Common Stock on our Consolidated Balance Sheet and as a financing activity within our Consolidated Statement of Cash Flows. During the second quarter of 2025, one agreement expired unexercised, resulting in the return of the $100 million initial up-front cash payment plus a nominal cash premium. The remaining agreement expires in August 2025.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 14 — Shareholders' Equity

Changes in Accumulated Other Comprehensive Loss (All Registrants)

The following tables present changes in AOCI, net of tax, by component:

Three Months Ended June 30, 2025			Gains (losses) on Cash Flow Hedges						Pension and OPEB Items**(a)**						Foreign Currency Items						Total
Beginning balance			$	(4)					$	(2,279)					$	(26)					$	(2,309)
OCI before reclassifications			—						—						20						20
Amounts reclassified from AOCI			1						16						—						17
Net current-period OCI			1						16						20						37
Ending balance			$	(3)					$	(2,263)					$	(6)					$	(2,272)
Three Months Ended June 30, 2024
Beginning balance			$	(10)					$	(2,143)					$	(27)					$	(2,180)
OCI before reclassifications			—						(2)						(1)						(3)
Amounts reclassified from AOCI			2						20						—						22
Net current-period OCI			2						18						(1)						19
Ending balance			$	(8)					$	(2,125)					$	(28)					$	(2,161)

Six Months Ended June 30, 2025
Beginning balance			$	(6)					$	(2,262)					$	(34)					$	(2,302)
OCI before reclassifications			—						(34)						28						(6)
Amounts reclassified from AOCI			3						33						—						36
Net current-period OCI			3						(1)						28						30
Ending balance			$	(3)					$	(2,263)					$	(6)					$	(2,272)
Six Months Ended June 30, 2024
Beginning balance			$	(10)					$	(2,157)					$	(24)					$	(2,191)
OCI before reclassifications			—						(5)						(4)						(9)
Amounts reclassified from AOCI			2						37						—						39
Net current-period OCI			2						32						(4)						30
Ending balance			$	(8)					$	(2,125)					$	(28)					$	(2,161)

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(a)AOCI amounts are included in the computation of net periodic pension and OPEB cost. See Note 9 — Retirement Benefits for additional information. See our Consolidated Statements of Operations and Comprehensive Income for individual components of AOCI.

The following table presents income tax (expense) benefit allocated to each component of our other comprehensive income (loss):

			Three Months Ended June 30,												Six Months Ended June 30,
			2025						2024						2025						2024
Pension and OPEB plans:
Actuarial loss reclassified to periodic benefit cost			$	(6)					$	(6)					$	(12)					$	(12)
Pension and OPEB plans valuation adjustment			—						—						12						2

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 15 — Variable Interest Entities

15. Variable Interest Entities

At June 30, 2025 and December 31, 2024, we consolidated several VIEs or VIE groups for which we are the primary beneficiary (see Consolidated VIEs below) and had significant interests in several other VIEs for which we do not have the power to direct the entities’ activities and, accordingly, we were not the primary beneficiary (see Unconsolidated VIEs below). Consolidated and unconsolidated VIEs are aggregated to the extent that the entities have similar risk profiles.

Consolidated VIEs

The table below shows the carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the consolidated financial statements as of June 30, 2025 and December 31, 2024. The assets, except as noted in the footnotes to the table below, can only be used to settle obligations of the VIEs. The liabilities, except as noted in the footnotes to the table below, are such that creditors, or beneficiaries, do not have recourse to our general credit.

			June 30, 2025						December 31, 2024
Cash and cash equivalents			$	81					$	59
Restricted cash and cash equivalents			60						50
Accounts receivable
Customer accounts receivable, net			2,108						2,134
Other accounts receivable, net			12						12
Inventories, net
Materials and supplies			13						13
Other current assets			34						38
Total current assets			2,308						2,306
Property, plant, and equipment, net			1,983						2,025
Other noncurrent assets			132						142
Total noncurrent assets			2,115						2,167
Total assets(a)			$	4,423					$	4,473
Long-term debt due within one year			$	65					$	64
Accounts payable and accrued expenses			50						54
Other current liabilities			1						—
Total current liabilities			116						118
Long-term debt			614						642
Asset retirement obligations			212						206
Other noncurrent liabilities			2						2
Total noncurrent liabilities			828						850
Total liabilities			$	944					$	968

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(a)Our balances include unrestricted assets for current unamortized energy contract assets of $19 million and $22 million, disclosed within other current assets in the table above and noncurrent unamortized energy contract assets of $125 million and $133 million, disclosed within other noncurrent assets in the table above as of June 30, 2025 and December 31, 2024, respectively.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 15 — Variable Interest Entities

As of June 30, 2025 and December 31, 2024, our consolidated VIEs included the following:

Consolidated VIE or VIE groups:						Reason entity is a VIE:						Reason we are the primary beneficiary:
CRP - A collection of wind and solar project entities. We have a 51% equity ownership in CRP. See additional discussion below.						Similar structure to a limited partnership and the limited partners do not have kick-out rights with respect to the general partner.						We conduct the operational activities.
Bluestem Wind Energy Holdings, LLC - A Tax Equity structure which is consolidated by CRP.						Similar structure to a limited partnership and the limited partners do not have kick-out rights with respect to the general partner.						We conduct the operational activities.
Antelope Valley - A solar generating facility, which is 100% owned by us. Antelope Valley sells all of its output to PG&E through a PPA.						The PPA contract absorbs variability through a performance guarantee.						We conduct all activities.
NER - A bankruptcy remote, special purpose entity which is 100% owned by us, which purchases certain of our customer accounts receivable arising from the sale of retail electricity and gas. NER’s assets will be available first and foremost to satisfy the claims of the creditors of NER. Refer to Note 6 —Accounts Receivable for additional information on the sale of receivables.						Equity capitalization is insufficient to support its operations.						We conduct all activities.

Unconsolidated VIEs

Our variable interests in unconsolidated VIEs generally include energy purchase and sale contracts. For the energy purchase and sale contracts (commercial agreements), the carrying amount of assets and liabilities in the Consolidated Balance Sheets that relate to our involvement with the VIEs are predominantly related to working capital accounts and generally represent the amounts owed by, or owed to, us for the deliveries associated with the current billing cycles under the commercial agreements.

As of June 30, 2025 and December 31, 2024, we had significant unconsolidated variable interests in several VIEs for which we were not the primary beneficiary. These interests include certain commercial agreements.

The following table presents summary information about our significant unconsolidated VIE entities:

			June 30, 2025						December 31, 2024
Commercial Agreement VIEs:
Total assets(a)			$	628					$	617
Total liabilities(a)			53						42
Other ownership interests in VIE(a)			575						575

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(a)These items represent amounts on the unconsolidated VIE balance sheets, not in the Consolidated Balance Sheets. These items are included to provide information regarding the relative size of the unconsolidated VIEs.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 15 — Variable Interest Entities

As of June 30, 2025 and December 31, 2024 the unconsolidated VIEs consist of:

Unconsolidated VIE groups:						Reason entity is a VIE:						Reason we are not the primary beneficiary:
Energy Purchase and Sale agreements - We have several energy purchase and sale agreements with generating facilities.						PPA contracts that absorb variability through fixed pricing.						We do not conduct the operational activities.

16. Supplemental Financial Information

Supplemental Statement of Operations and Comprehensive Income Information

The following tables provide additional information about items recorded in the Consolidated Statements of Operations and Comprehensive Income.

			Three Months Ended June 30,												Six Months Ended June 30,
Operating revenues			2025						2024						2025						2024
Variable lease income			$	64					$	68					$	117					$	119

			Three Months Ended June 30,												Six Months Ended June 30,
Taxes other than income taxes			2025						2024						2025						2024
Property			$	71					$	73					$	142					$	139
Payroll			39						35						83						73
Gross receipts(a)			39						32						77						65
Other			(2)						2						5						5
Total taxes other than income taxes			$	147					$	142					$	307					$	282

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(a)Represent gross receipts taxes related to our retail operations. The offsetting collection of gross receipts taxes from customers is recorded in Operating revenues in the Consolidated Statements of Operations and Comprehensive Income.

			Three Months Ended June 30,												Six Months Ended June 30,
Other, net			2025						2024						2025						2024
Decommissioning-related activities:
Net realized income on NDT funds(a)
Regulatory Agreement Units			$	131					$	91					$	375					$	257
Non-Regulatory Agreement Units			73						32						167						115
Net unrealized gains (losses) on NDT funds
Regulatory Agreement Units			429						(14)						311						211
Non-Regulatory Agreement Units			253						5						230						139
Regulatory offset to NDT fund-related activities(b)			(449)						(63)						(552)						(375)
Total Decommissioning-related activities			437						51						531						347
Net realized and unrealized gains (losses) from equity investments(c)			(7)						(58)						(275)						(11)
Other			10						13						30						32
Total Other, net			$	440					$	6					$	286					$	368

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(a)Realized income includes interest, dividends and realized gains and losses on sales of NDT fund investments.

(b)Includes the elimination of decommissioning-related activities and the elimination of income taxes related to all NDT fund activity for the Regulatory Agreement Units.

(c)Includes unrealized gains (losses) resulting from an equity investment in a publicly traded company. We record the fair value of this investment in Investments on the Consolidated Balance Sheets based on quoted market price of the stock.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 16 — Supplemental Financial Information

Supplemental Cash Flow Information

The following tables provide additional information about items recorded within our Consolidated Statements of Cash Flows.

			Six Months Ended June 30,
Depreciation, amortization, and accretion			2025						2024
PP&E(a)			$	492					$	590
Nuclear fuel(b)			468						433
ARO accretion(c)			318						336
Amortization of energy contract assets and liabilities(d)			12						17
Amortization of intangible assets, net(a)			10						12
Total depreciation, amortization, and accretion			$	1,300					$	1,388

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(a)Included in Depreciation and amortization expense in the Consolidated Statements of Operations and Comprehensive Income.

(b)Included in Purchased power and fuel expense in the Consolidated Statements of Operations and Comprehensive Income.

(c)Included in Operating and maintenance expense in the Consolidated Statements of Operations and Comprehensive Income.

(d)Included in Operating revenues or Purchased power and fuel expense in the Consolidated Statements of Operations and Comprehensive Income.

			CEG Parent												Constellation
			Six Months Ended June 30,												Six Months Ended June 30,
Other non-cash operating activities			2025						2024						2025						2024
Other decommissioning-related activity(a)			$	(224)					$	(246)					$	(224)					$	(246)
Pension and non-pension postretirement benefit costs			76						56						76						56
Energy-related options(b)			(23)						30						(23)						30
Other(c)			150						95						101						78
Total other non-cash operating activities			$	(21)					$	(65)					$	(70)					$	(82)

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(a)Includes the elimination of decommissioning-related activities for the Regulatory Agreement Units, including the elimination of operating revenues, ARO accretion, ARC amortization, investment income, and income taxes related to all NDT fund activity for these units.

(b)Includes option premiums reclassified to realized at the settlement of the underlying contracts and recorded to results of operations.

(c)Includes items that are not individually material.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 16 — Supplemental Financial Information

The following table provides a reconciliation of cash, restricted cash, and cash equivalents reported within our Consolidated Balance Sheets that sum to the total of the same amounts in the Consolidated Statements of Cash Flows.

June 30, 2025			CEG Parent						Constellation
Cash and cash equivalents			$	1,974					$	1,964
Restricted cash and cash equivalents			88						76
Total cash, restricted cash, and cash equivalents			$	2,062					$	2,040
December 31, 2024
Cash and cash equivalents			$	3,022					$	3,018
Restricted cash and cash equivalents			107						97
Total cash, restricted cash, and cash equivalents			$	3,129					$	3,115
June 30, 2024
Cash and cash equivalents			$	311					$	308
Restricted cash and cash equivalents			72						64
Total cash, restricted cash, and cash equivalents			$	383					$	372

For additional information on restricted cash, see Note 1 — Basis of Presentation of our 2024 Form 10-K.

Supplemental Balance Sheet Information

The following table provides additional information about material items recorded in the Consolidated Balance Sheets.

			Accounts payable and accrued expenses
June 30, 2025			CEG Parent						Constellation
Accounts payable			$	2,446					$	2,414
Compensation-related accruals(a)			605						396
Taxes accrued			205						203
December 31, 2024
Accounts payable			$	2,369					$	2,348
Compensation-related accruals(a)			907						689
Taxes accrued			232						223

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(a)Primarily includes accrued payroll, bonuses and other incentives, vacation, and benefits.

17. Subsequent Events

One Big Beautiful Bill Act

In July 2025, the OBBBA was signed into law, which, among other things, permanently extends key provisions of the 2017 Tax Cuts and Jobs Act, including full bonus depreciation and immediate deduction of research and development expenses. In addition, the OBBBA preserves transferability and certain federal tax credits from the IRA, specifically, 45U for existing nuclear plants through 2032 and 45Y for new nuclear projects, including uprates, restarts, and new reactors, through 2035, while enhancing the credit to allow advanced nuclear facilities to qualify for the energy communities bonus adder subject to eligibility requirements. As it relates to both 45U and 45Y, certain foreign entity of concern rules must be met to qualify for the respective credits. Overall, the OBBBA reinforces the long-term economic viability of our nuclear generation assets. We are currently evaluating the full impact of these provisions, which will be recognized in the third quarter of 2025 and is not expected to have a material impact to our results of operations.