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Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended September 30, 2025

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File NumberName of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone NumberIRS Employer Identification Number
001-41137CONSTELLATION ENERGY CORPORATION87-1210716
(a Pennsylvania corporation) 1310 Point Street Baltimore, Maryland 21231-3380 (833) 883-0162
333-85496CONSTELLATION ENERGY GENERATION, LLC23-3064219
(a Pennsylvania limited liability company) 200 Energy Way Kennett Square, Pennsylvania 19348-2473 (833) 883-0162

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

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

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

Constellation Energy CorporationYesxNo☐
Constellation Energy Generation, LLCYesxNo☐

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

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

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

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

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

The number of shares outstanding of each registrant’s common stock as of October 31, 2025 was as follows:

Constellation Energy Corporation Common Stock, without par value312,290,080
Constellation Energy Generation, LLCNot applicable

TABLE OF CONTENTS

Page No.
GLOSSARY OF TERMS AND ABBREVIATIONS1
FILING FORMAT4
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION4
AVAILABLE INFORMATION4
PART IFINANCIAL INFORMATION4
ITEM 1.FINANCIAL STATEMENTS4
Constellation Energy Corporation
Consolidated Statements of Operations and Comprehensive Income5
Consolidated Statements of Cash Flows6
Consolidated Balance Sheets7
Consolidated Statements of Changes in Equity9
Constellation Energy Generation, LLC
Consolidated Statements of Operations and Comprehensive Income11
Consolidated Statements of Cash Flows12
Consolidated Balance Sheets13
Consolidated Statements of Changes in Equity15
Combined Notes to Consolidated Financial Statements
1. Basis of Presentation17
2. Mergers, Acquisitions, and Dispositions17
3. Regulatory Matters18
4. Revenue from Contracts with Customers19
5. Segment Information20
6. Government Assistance22
7. Accounts Receivable23
8. Nuclear Decommissioning24
9. Income Taxes26
10. Retirement Benefits28
11. Derivative Financial Instruments29
12. Debt and Credit Agreements33
13. Fair Value of Financial Assets and Liabilities36
14. Commitments and Contingencies41
15. Shareholders' Equity42
16. Variable Interest Entities44
17. Supplemental Financial Information46
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS48
Executive Overview48
Significant Transactions and Developments48
Other Key Business Drivers49
Critical Accounting Policies and Estimates50
Financial Results of Operations50
Liquidity and Capital Resources63
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK66
ITEM 4.CONTROLS AND PROCEDURES70
PART IIOTHER INFORMATION71
ITEM 1.LEGAL PROCEEDINGS71
ITEM 1A.RISK FACTORS71
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS71
ITEM 4.MINE SAFETY DISCLOSURES72
ITEM 5.OTHER INFORMATION72
ITEM 6.EXHIBITS73
SIGNATURES74
Constellation Energy Corporation74
Constellation Energy Generation, LLC75
GLOSSARY OF TERMS AND ABBREVIATIONS
Constellation Energy Corporation and Related Entities
CEG ParentConstellation Energy Corporation
ConstellationConstellation Energy Generation, LLC
RegistrantsCEG Parent and Constellation, collectively
Antelope ValleyAntelope Valley Solar Ranch One
Continental WindContinental Wind LLC
CRConstellation Renewables, LLC
CraneCrane Clean Energy Center (formerly known as Three Mile Island Unit 1)
CRPConstellation Renewables Partners, LLC
NERNewEnergy Receivables LLC
RPGRenewable Power Generation, LLC
STPSouth Texas Project nuclear generating station
West Medway IIWest Medway Generating Station II
Former Related Entities
ExelonExelon Corporation
ComEdCommonwealth Edison Company
PECOPECO Energy Company
GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
AEP TexasAmerican Electric Power Texas
AESOAlberta Electric Systems Operator
AOCIAccumulated Other Comprehensive Income (Loss)
ARCAsset Retirement Cost
AROAsset Retirement Obligation
ASRAccelerated Share Repurchase
CAISOCalifornia ISO
CenterPointCenterPoint Energy Houston Electric, LLC
Clean Air ActClean Air Act of 1963, as amended
Clean Water ActFederal Water Pollution Control Amendments of 1972, as amended
CMCCarbon Mitigation Credit
CODMChief Operating Decision Maker
DOEUnited States Department of Energy
DOIUnited States Department of the Interior
DOJUnited States Department of Justice
DPPDeferred Purchase Price
EPAUnited States Environmental Protection Agency
ERCOTElectric Reliability Council of Texas
ERISAEmployee Retirement Income Security Act of 1974, as amended
ERPEnterprise Resource Planning
Exchange ActSecurities Exchange Act of 1934, as amended
FERCFederal Energy Regulatory Commission
Former PECO UnitsLimerick, Peach Bottom, and Salem nuclear generating units
Former ComEd UnitsBraidwood, Byron, Dresden, LaSalle and Quad Cities nuclear generating units
FRCCFlorida Reliability Coordinating Council
GAAPGenerally Accepted Accounting Principles in the United States
GDPGross Domestic Product
GHGGreenhouse Gas
GWGigawatt
GWhGigawatt hour
ICEIntercontinental Exchange
IPAIllinois Power Agency
IRAInflation Reduction Act of 2022
IRSInternal Revenue Service
ISOIndependent System Operator
ISO-NEISO New England Inc.
ITCInvestment Tax Credit
MDEMaryland Department of the Environment
MISOMidcontinent Independent System Operator, Inc.
MMBtuMillion British thermal units
Moody'sMoody’s Investors Service, Inc.
MWMegawatt
MWhMegawatt hour
NAVNet Asset Value
NASDAQNasdaq Stock Market, LLC
NDTNuclear Decommissioning Trust
NERCNorth American Electric Reliability Corporation
NGXNatural Gas Exchange, Inc.
Non-Regulatory Agreement UnitsNuclear generating units or portions thereof whose decommissioning-related activities are not subject to contractual elimination under regulatory accounting
NPNSNormal Purchase Normal Sale scope exception
NRCNuclear Regulatory Commission
NYISONew York ISO
NYMEXNew York Mercantile Exchange
NYPSCNew York Public Service Commission
OBBBAOne Big Beautiful Bill Act of 2025
OCIOther Comprehensive Income
OIESOOntario Independent Electricity System Operator
OPEBOther Postretirement Employee Benefits
Pension Protection ActPension Protection Act of 2006
PG&EPacific Gas and Electric Company
PJMPJM Interconnection, LLC
PPAPower Purchase Agreement
PP&EProperty, Plant, and Equipment
PSDARPost-shutdown Decommissioning Activities Report
PSEGPublic Service Enterprise Group Incorporated
PTCProduction Tax Credit
PUCTPublic Utility Commission of Texas
Regulatory Agreement UnitsNuclear generating units or portions thereof whose decommissioning-related activities are subject to contractual elimination under regulatory accounting (includes the Former ComEd Units, the Former PECO Units and STP)
RNFOperating Revenues Net of Purchased Power and Fuel Expense
RTORegional Transmission Organization
S&PS&P Global Ratings, a Standard & Poor’s Financial Services LLC business
SECUnited States Securities and Exchange Commission
SERCSERC Reliability Corporation (formerly Southeast Electric Reliability Council)
SNFSpent Nuclear Fuel
SOFRSecured Overnight Financing Rate
SPPSouthwest Power Pool
STPNOCSTP Nuclear Operating Company
TMATax Matters Agreement
TWhTerawatt-hour
U.S. Court of Appeals for the D.C. CircuitUnited States Court of Appeals for the District of Columbia Circuit
U.S. TreasuryU.S. Department of the Treasury
VIEVariable Interest Entity
WECCWestern Electric Coordinating Council
ZECZero Emission Credit

FILING FORMAT

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

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements. 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 14 — 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

Table of Contents

Constellation Energy Corporation and Subsidiary Companies

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(In millions, except per share data)2025202420252024
Operating revenues$6,570$6,550$19,459$18,186
Operating expenses
Purchased power and fuel3,5673,11911,0838,828
Operating and maintenance1,5111,5354,6734,666
Depreciation and amortization241266743868
Taxes other than income taxes165165472446
Total operating expenses5,4845,08516,97114,808
Gain (loss) on sales of assets and businesses—2—2
Operating income (loss)1,0861,4672,4883,380
Other income and (deductions)
Interest expense, net(134)(147)(398)(416)
Other, net443325729693
Total other income and (deductions)309178331277
Income (loss) before income taxes1,3951,6452,8193,657
Income tax (benefit) expense466449928768
Equity in income (losses) of unconsolidated affiliates———(1)
Net income (loss)9291,1961,8912,888
Net income (loss) attributable to noncontrolling interests(1)(4)4(9)
Net income (loss) attributable to common shareholders$930$1,200$1,887$2,897
Comprehensive income (loss), net of income taxes
Net income (loss)$929$1,196$1,891$2,888
Other comprehensive income (loss), net of income taxes
Pension and non-pension postretirement benefit plans:
Prior service benefit reclassified to periodic benefit cost(1)(1)(3)(3)
Actuarial loss reclassified to periodic cost19155453
Pension and non-pension postretirement benefit plan valuation adjustment——(34)(4)
Unrealized gain (loss) on cash flow hedges2153
Unrealized gain (loss) on foreign currency translation(8)12208
Other comprehensive income (loss), net of income taxes12274257
Comprehensive income (loss)9411,2231,9332,945
Comprehensive income (loss) attributable to noncontrolling interests(1)(4)4(9)
Comprehensive income (loss) attributable to common shareholders$942$1,227$1,929$2,954
Average shares of common stock outstanding:
Basic313313313315
Assumed exercise and/or distributions of stock-based awards—111
Diluted313314314316
Earnings per average common share
Basic$2.98$3.83$6.02$9.20
Diluted$2.97$3.82$6.02$9.17

See the Combined Notes to Consolidated Financial Statements

Table of Contents

Constellation Energy Corporation and Subsidiary Companies

Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended September 30,
(In millions)20252024
Cash flows from operating activities
Net income (loss)$1,891$2,888
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 amortization1,9452,049
Deferred income taxes and amortization of ITCs248358
Net fair value changes related to derivatives328(1,161)
Net realized and unrealized (gains) losses on NDT funds(588)(475)
Net realized and unrealized (gains) losses on equity investments256115
Other non-cash operating activities(74)(161)
Changes in assets and liabilities:
Accounts receivable(184)1,083
Inventories(62)31
Accounts payable and accrued expenses(25)(38)
Option premiums received (paid), net49159
Collateral received (posted), net(192)1,495
Income taxes423154
Pension and non-pension postretirement benefit contributions(193)(178)
Other assets and liabilities(390)(7,767)
Net cash flows provided by (used in) operating activities3,432(1,448)
Cash flows from investing activities
Capital expenditures(1,963)(1,836)
Proceeds from NDT fund sales5,5254,934
Investment in NDT funds(5,773)(5,140)
Collection of DPP, net—7,104
Acquisitions of assets and businesses(13)(22)
Other investing activities316
Net cash flows provided by (used in) investing activities(2,221)5,056
Cash flows from financing activities
Change in short-term borrowings—(1,105)
Proceeds from short-term borrowings with maturities greater than 90 days1,650200
Repayments of short-term borrowings with maturities greater than 90 days—(739)
Issuance of long-term debt—900
Retirement of long-term debt(1,036)(99)
Dividends paid on common stock(365)(333)
Repurchases of common stock(400)(999)
Other financing activities(98)(5)
Net cash flows provided by (used in) financing activities(249)(2,180)
Increase (decrease) in cash, restricted cash, and cash equivalents9621,428
Cash, restricted cash, and cash equivalents at beginning of period3,129454
Cash, restricted cash, and cash equivalents at end of period$4,091$1,882
Supplemental disclosure of non-cash investing and financing activities
Increase (decrease) in DPP$—$7,682
Increase (decrease) in PP&E related to ARO update188(1,475)

See the Combined Notes to Consolidated Financial Statements

Table of Contents

Constellation Energy Corporation and Subsidiary Companies

Consolidated Balance Sheets

(Unaudited)

(In millions)September 30, 2025December 31, 2024
ASSETS
Current assets
Cash and cash equivalents$3,959$3,022
Restricted cash and cash equivalents132107
Accounts receivable, net
Customer accounts receivable (net of allowance for credit losses of $190 as of September 30, 2025 and December 31, 2024)3,1683,116
Other accounts receivable (net of allowance for credit losses of $8 and $6 as of September 30, 2025 and December 31, 2024, respectively)612602
Mark-to-market derivative assets632843
Inventories, net
Natural gas, oil, and emission allowances242243
Materials and supplies1,4221,357
Renewable energy credits786797
Other696689
Total current assets11,64910,776
Property, plant, and equipment (net of accumulated depreciation and amortization of $18,932 and $18,088 as of September 30, 2025 and December 31, 2024, respectively)21,99021,235
Deferred debits and other assets
Nuclear decommissioning trust funds18,98517,305
Investments427640
Goodwill420420
Mark-to-market derivative assets459372
Other2,2312,178
Total deferred debits and other assets22,52220,915
Total assets**(a)**$56,161$52,926

See the Combined Notes to Consolidated Financial Statements

Table of Contents

Constellation Energy Corporation and Subsidiary Companies

Consolidated Balance Sheets

(Unaudited)

(In millions)September 30, 2025December 31, 2024
LIABILITIES AND EQUITY
Current liabilities
Short-term borrowings$1,650$—
Long-term debt due within one year1181,028
Accounts payable and accrued expenses3,9263,943
Mark-to-market derivative liabilities474467
Renewable energy credit obligation9561,076
Other331332
Total current liabilities7,4556,846
Long-term debt7,2697,384
Deferred credits and other liabilities
Deferred income taxes and unamortized ITCs3,5783,331
Asset retirement obligations13,03212,449
Pension and non-pension postretirement benefit obligations1,7671,875
Spent nuclear fuel obligation1,4121,366
Payables related to Regulatory Agreement Units5,2224,518
Mark-to-market derivative liabilities440399
Other1,2941,219
Total deferred credits and other liabilities26,74525,157
Total liabilities(a)41,46939,387
Commitments and contingencies (Note 14)
Shareholders' equity
Common stock (No par value, 1,000 shares authorized, 312 and 313 shares outstanding as of September 30, 2025 and December 31, 2024, respectively)11,02211,402
Retained earnings (deficit)5,5884,066
Accumulated other comprehensive income (loss), net(2,260)(2,302)
Total shareholders' equity14,35013,166
Noncontrolling interests342373
Total equity14,69213,539
Total liabilities and shareholders' equity$56,161$52,926

(a)Our consolidated assets include $4,358 million and $4,318 million at September 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 $925 million and $968 million at September 30, 2025 and December 31, 2024, respectively, of certain VIEs for which the VIE creditors do not have recourse to us. See Note 16 — Variable Interest Entities for additional information.

See the Combined Notes to Consolidated Financial Statements

Table of Contents

Constellation Energy Corporation and Subsidiary Companies

Consolidated Statements of Changes in Equity

(Unaudited)

Nine Months Ended September 30, 2025
Shareholders' Equity
(In millions, shares in thousands)Issued SharesCommon StockRetained Earnings (Deficit)Accumulated Other Comprehensive Income (Loss), netNoncontrolling InterestsTotal Equity
Balance, December 31, 2024312,838$11,402$4,066$(2,302)$373$13,539
Net Income (loss)——118—11129
Employee incentive plans547(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, 2025313,385$11,203$4,062$(2,309)$378$13,334
Net Income (loss)——839—(6)833
Employee incentive plans11737———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, 2025312,403$10,939$4,779$(2,272)$357$13,803
Net Income (loss)——930—(1)929
Employee incentive plans5830———30
Changes in equity of noncontrolling interests————(14)(14)
Common stock dividends ($0.3878/common share)——(121)——(121)
Common stock repurchased(183)—————
Capped call option contracts—53———53
Other comprehensive income (loss), net of income taxes———12—12
Balance, September 30, 2025312,278$11,022$5,588$(2,260)$342$14,692

See the Combined Notes to Consolidated Financial Statements

Table of Contents

Constellation Energy Corporation and Subsidiary Companies

Consolidated Statements of Changes in Equity

(Unaudited)

Nine Months Ended September 30, 2024
Shareholders' Equity
(In millions, shares in thousands)Issued SharesCommon StockRetained Earnings (Deficit)Accumulated Other Comprehensive Income (Loss), netNoncontrolling InterestsTotal Equity
Balance, December 31, 2023317,472$12,355$761$(2,191)$361$11,286
Net Income (loss)——883——883
Employee incentive plans661(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, 2024315,233$11,847$1,532$(2,180)$361$11,560
Net Income (loss)——814—(5)809
Employee incentive plans728———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, 2024313,214$11,350$2,236$(2,161)$356$11,781
Net Income (loss)——1,200—(4)1,196
Employee incentive plans7829———29
Changes in equity of noncontrolling interests————1919
Common stock dividends ($0.3525/common share)——(111)——(111)
Common stock repurchased(528)—————
Other comprehensive income, net of income taxes———27—27
Balance, September 30, 2024312,764$11,379$3,325$(2,134)$371$12,941

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 September 30,Nine Months Ended September 30,
(In millions)2025202420252024
Operating revenues$6,570$6,550$19,459$18,186
Operating expenses
Purchased power and fuel3,5673,11911,0838,828
Operating and maintenance1,5111,5354,6734,666
Depreciation and amortization241266743868
Taxes other than income taxes165165472446
Total operating expenses5,4845,08516,97114,808
Gain (loss) on sales of assets and businesses—2—2
Operating income (loss)1,0861,4672,4883,380
Other income and (deductions)
Interest expense, net(134)(147)(398)(416)
Other, net443325729693
Total other income and (deductions)309178331277
Income (loss) before income taxes1,3951,6452,8193,657
Income tax (benefit) expense466449928768
Equity in income (losses) of unconsolidated affiliates———(1)
Net income (loss)9291,1961,8912,888
Net income (loss) attributable to noncontrolling interests(1)(4)4(9)
Net income (loss) attributable to membership interest$930$1,200$1,887$2,897
Comprehensive income (loss), net of income taxes
Net income (loss)$929$1,196$1,891$2,888
Other comprehensive income (loss), net of income taxes
Pension and non-pension postretirement benefit plans:
Prior service benefit reclassified to periodic benefit cost(1)(1)(3)(3)
Actuarial loss reclassified to periodic cost19155453
Pension and non-pension postretirement benefit plan valuation adjustment——(34)(4)
Unrealized gain (loss) on cash flow hedges2153
Unrealized gain (loss) on foreign currency translation(8)12208
Other comprehensive income (loss), net of income taxes12274257
Comprehensive income (loss)9411,2231,9332,945
Comprehensive income (loss) attributable to noncontrolling interests(1)(4)4(9)
Comprehensive income (loss) attributable to membership interest$942$1,227$1,929$2,954

See the Combined Notes to Consolidated Financial Statements

Constellation Energy Generation, LLC and Subsidiary Companies

Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended September 30,
(In millions)20252024
Cash flows from operating activities
Net income (loss)$1,891$2,888
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 amortization1,9452,049
Deferred income taxes and amortization of ITCs248358
Net fair value changes related to derivatives328(1,161)
Net realized and unrealized (gains) losses on NDT funds(588)(475)
Net realized and unrealized (gains) losses on equity investments256115
Other non-cash operating activities(139)(195)
Changes in assets and liabilities:
Accounts receivable(201)1,085
Receivables from and payables to affiliates, net(51)238
Inventories(62)31
Accounts payable and accrued expenses(36)(38)
Option premiums received (paid), net49159
Collateral received (posted), net(192)1,495
Income taxes423154
Pension and non-pension postretirement benefit contributions(193)(178)
Other assets and liabilities(346)(7,977)
Net cash flows provided by (used in) operating activities3,332(1,452)
Cash flows from investing activities
Capital expenditures(1,963)(1,836)
Proceeds from NDT fund sales5,5254,934
Investment in NDT funds(5,773)(5,140)
Collection of DPP, net—7,104
Acquisitions of assets and businesses(13)(22)
Other investing activities316
Net cash flows provided by (used in) investing activities(2,221)5,056
Cash flows from financing activities
Change in short-term borrowings—(1,105)
Proceeds from short-term borrowings with maturities greater than 90 days1,650200
Repayments of short-term borrowings with maturities greater than 90 days—(739)
Issuance of long-term debt—900
Retirement of long-term debt(1,036)(99)
Distributions to member(914)(1,331)
Contributions from member156—
Other financing activities(45)—
Net cash flows provided by (used in) financing activities(189)(2,174)
Increase (decrease) in cash, restricted cash, and cash equivalents9221,430
Cash, restricted cash, and cash equivalents at beginning of period3,115440
Cash, restricted cash, and cash equivalents at end of period$4,037$1,870
Supplemental disclosure of non-cash investing and financing activities
Increase (decrease) in DPP$—$7,682
Increase (decrease) in PP&E related to ARO update188(1,475)

See the Combined Notes to Consolidated Financial Statements

Constellation Energy Generation, LLC and Subsidiary Companies

Consolidated Balance Sheets

(Unaudited)

(In millions)September 30, 2025December 31, 2024
ASSETS
Current assets
Cash and cash equivalents$3,949$3,018
Restricted cash and cash equivalents8897
Accounts receivable, net
Customer accounts receivable (net of allowance for credit losses of $190 as of September 30, 2025 and December 31, 2024)3,1683,116
Other accounts receivable (net of allowance for credit losses of $8 and $6 as of September 30, 2025 and December 31, 2024, respectively)614587
Mark-to-market derivative assets632843
Inventories, net
Natural gas, oil, and emission allowances242243
Materials and supplies1,4221,357
Renewable energy credits786797
Other695689
Total current assets11,59610,747
Property, plant, and equipment (net of accumulated depreciation and amortization of $18,932 and $18,088 as of September 30, 2025 and December 31, 2024, respectively)21,99021,235
Deferred debits and other assets
Nuclear decommissioning trust funds18,98517,305
Investments427640
Goodwill420420
Mark-to-market derivative assets459372
Other2,2252,174
Total deferred debits and other assets22,51620,911
Total assets**(a)**$56,102$52,893

See the Combined Notes to Consolidated Financial Statements

Constellation Energy Generation, LLC and Subsidiary Companies

Consolidated Balance Sheets

(Unaudited)

(In millions)September 30, 2025December 31, 2024
LIABILITIES AND EQUITY
Current liabilities
Short-term borrowings$1,650$—
Long-term debt due within one year1181,028
Accounts payable and accrued expenses3,6683,696
Payables to affiliates298349
Mark-to-market derivative liabilities474467
Renewable energy credit obligation9561,076
Other324328
Total current liabilities7,4886,944
Long-term debt7,2697,384
Deferred credits and other liabilities
Deferred income taxes and unamortized ITCs3,5783,331
Asset retirement obligations13,03212,449
Pension and non-pension postretirement benefit obligations1,7671,875
Spent nuclear fuel obligation1,4121,366
Payables related to Regulatory Agreement Units5,2224,518
Mark-to-market derivative liabilities440399
Other1,1711,044
Total deferred credits and other liabilities26,62224,982
Total liabilities(a)41,37939,310
Commitments and contingencies (Note 14)
Equity
Member’s equity
Membership interest10,14410,538
Undistributed earnings (deficit)6,4974,974
Accumulated other comprehensive income (loss), net(2,260)(2,302)
Total member’s equity14,38113,210
Noncontrolling interests342373
Total equity14,72313,583
Total liabilities and equity$56,102$52,893

(a)Our consolidated assets include $4,358 million and $4,318 million as of September 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 $925 million and $968 million as of September 30, 2025 and December 31, 2024, respectively, of certain VIEs for which the VIE creditors do not have recourse to us. See Note 16 — 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)

Nine Months Ended September 30, 2025
Member's Equity
(In millions)Membership InterestUndistributed Earnings (Deficit)Accumulated Other Comprehensive Income (Loss), netNoncontrolling InterestsTotal Equity
Balance, December 31, 2024$10,538$4,974$(2,302)$373$13,583
Net Income (loss)—118—11129
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 member103———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
Net Income (loss)—930—(1)929
Changes in equity of noncontrolling interests———(14)(14)
Contribution from member53———53
Distribution to member—(121)——(121)
Other comprehensive income (loss), net of income taxes——12—12
Balance, September 30, 2025$10,144$6,497$(2,260)$342$14,723

See the Combined Notes to Consolidated Financial Statements

Constellation Energy Generation, LLC and Subsidiary Companies

Consolidated Statements of Changes in Equity (Unaudited)

Nine Months Ended September 30, 2024
Member's Equity
(In millions)Membership InterestUndistributed Earnings (Deficit)Accumulated Other Comprehensive Income (Loss), netNoncontrolling InterestsTotal 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
Net Income (loss)—1,200—(4)1,196
Changes in equity of noncontrolling interests———1919
Distributions to member—(111)——(111)
Other comprehensive income (loss), net of income taxes——27—27
Balance, September 30, 2024$10,538$4,232$(2,134)$371$13,007

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 September 30, 2025 and for the three and nine months ended September 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 acquired 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.

We received regulatory approval for the merger from the PUCT and NYPSC in June 2025 and from the FERC in July 2025. Completion of the transaction is subject to the expiration or termination of any agreement with the DOJ to delay the consummation of the transaction 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 nine months ended September 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 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. Regulatory Matters

As discussed in Note 3 — Regulatory Matters of our 2024 Form 10-K, we are involved in various regulatory and legislative proceedings. The following discusses developments in 2025 and updates to the 2024 Form 10-K.

Federal Regulatory Matters

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. While the provisions of the OBBBA resulted in acceleration of cash benefits of approximately $200 million, the impact of these provisions recognized in the third quarter of 2025 was not material to our results of operations.

Operating License Renewals

Conowingo Hydroelectric Project. In 2012, we submitted an application to FERC for a new license for the Conowingo Hydroelectric Project (Conowingo). In connection with our efforts to obtain a water quality certification pursuant to Section 401 of the Clean Water Act (401 Certification) from MDE for Conowingo, we had been working with MDE and other stakeholders to resolve water quality licensing issues, including: (1) water quality, (2) fish habitat, and (3) sediment.

In 2019, we and MDE filed with FERC a Joint Offer of Settlement (Offer of Settlement) that would resolve all outstanding issues relating to the 401 Certification. FERC subsequently issued a new 50-year license for Conowingo, effective March 1, 2021. Several environmental groups appealed FERC’s ruling to the U.S. Court of Appeals for the D.C. Circuit. The court of appeals issued a decision vacating FERC’s decision to grant Conowingo its license renewal and sending the matter back to FERC for further proceedings. Upon issuance of the mandate from the U.S. Court of Appeals for the D.C. Circuit, we began operating under an annual license, which renews automatically, containing the same terms as the license that was in effect prior to the 2021 FERC order. MDE informed us that as a result of the U.S. Court of Appeals decision, MDE would be resuming its administrative reconsideration of the 401 Certification.

In September 2025, we reached a settlement agreement with MDE and the other parties to the MDE reconsideration proceeding, Lower Susquehanna Riverkeeper Association, and Waterkeepers Chesapeake, which resolves all outstanding issues relating to the 401 Certification. As a result, MDE issued a Revised Water Quality Certification, which is needed for FERC to move forward with the issuance of a new 50-year license. The Revised Water Quality Certification and accompanying settlement agreement provide for a modified operational flow regime, funding for water quality and resiliency projects, commitments for trash and debris removal, fish and eel passage improvements, funding for freshwater mussel restoration and control of invasive species like

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 3 — Regulatory Matters

snakeheads and blue catfish, and funds to support additional studies on dredging and related activities. Our commitments under the various provisions of this settlement are not effective unless and until FERC approves and issues the new license. The terms of this settlement have no impact on the prior settlement agreement with the DOI.

The financial impact of this settlement and other commitments related to this renewal are estimated to be $15 million to $20 million per year, on average, recognized over the term of the 50-year renewal, inclusive of capital and operating costs. The actual timing and amount of the majority of these costs are not currently fixed and will vary from year to year throughout the life of the new license. We cannot currently predict when FERC will issue the new license. Depreciation provisions continue to assume operation through 2071 given our expectation that a 50-year license will be issued.

Peach Bottom Units 2 and 3. In March 2020, the NRC approved a second 20-year license renewal for Peach Bottom Units 2 and 3. As a result, Peach Bottom Units 2 and 3 were granted the authority to operate through 2053 and 2054, respectively.

Notwithstanding its 2020 approval, in February 2022, the NRC took action to modify Peach Bottom's subsequently renewed licenses in response to a request for hearing that the NRC had not previously adjudicated. In its February 2022 decision, the NRC reversed itself and concluded that the previous environmental review required by the National Environmental Policy Act (NEPA) for the Peach Bottom subsequently renewed licenses was incomplete because it did not adequately address environmental impacts resulting from renewing the units’ licenses for an additional 20 years. As a result, the NRC undertook a rulemaking to modify its regulations and guidance to specifically address environmental impacts during the period of subsequent license renewal. In addition, the NRC modified the expiration dates for the Peach Bottom licenses from 2053 and 2054 to 2033 and 2034, respectively, pending the completion of the updated NEPA analysis.

In September 2025, the NRC completed its environmental impact review of Peach Bottom Units 2 and 3, restoring the expiration dates of the respective operating licenses to 2053 and 2054, consistent with current accounting estimates utilized for both depreciation and ARO assumed retirement dates.

4. 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 September 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.

20252026202720282029 and thereafterTotal
Remaining performance obligations$56$287$181$116$211$851

Transaction Price Allocated to Previously Satisfied Performance Obligations

Our Clinton and Quad Cities units contract with certain utilities in Illinois which require 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,

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 4 — Revenue from Contracts with Customers

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 during the second quarter of 2025 as a receivable for ZECs delivered in prior planning years, with payment expected in the third quarter of 2026. As of September 30, 2025, this receivable is included within Customer accounts receivable, net in the Consolidated Balance Sheets.

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 during the second quarter of 2024 for ZECs delivered in prior planning years was not material.

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 5 — Segment Information for the presentation of revenue disaggregation.

5. 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.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 5 — Segment Information

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-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 nine months ended September 30, 2025 and 2024.

Three Months Ended September 30, 2025Revenues from contracts with customersOther revenues**(a)**Total Operating revenuesTotal Purchased power and fuel expensesTotal RNF
Mid-Atlantic$1,770$(7)$1,763$(871)$892
Midwest1,2221681,390(447)943
New York582(24)558(159)399
ERCOT375253628(213)415
Other Power Regions1,3132301,543(1,200)343
Total Reportable Segments5,2626205,882(2,890)2,992
Other(b)(c)441247688(677)11
Total Consolidated Results$5,703$867$6,570$(3,567)$3,003
Three Months Ended September 30, 2024
Mid-Atlantic$1,504$99$1,603$(794)$809
Midwest9583171,275(391)884
New York47235507(150)357
ERCOT307216523(120)403
Other Power Regions1,2132301,443(1,010)433
Total Reportable Segments4,4548975,351(2,465)2,886
Other(b)(c)3198801,199(654)545
Total Consolidated Results$4,773$1,777$6,550$(3,119)$3,431

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 5 — Segment Information

Nine Months Ended September 30, 2025Revenues from contracts with customersOther revenues**(a)**Total Operating revenuesTotal Purchased power and fuel expensesTotal RNF
Mid-Atlantic$4,811$65$4,876$(2,393)$2,483
Midwest3,9583594,317(1,489)2,828
New York1,772(117)1,655(458)1,197
ERCOT1,0034861,489(589)900
Other Power Regions3,7195584,277(3,560)717
Total Reportable Segments15,2631,35116,614(8,489)8,125
Other(b)(d)1,7061,1392,845(2,594)251
Total Consolidated Results$16,969$2,490$19,459$(11,083)$8,376
Nine Months Ended September 30, 2024
Mid-Atlantic$4,154$(6)$4,148$(1,906)$2,242
Midwest2,9515863,537(1,185)2,352
New York1,4281061,534(460)1,074
ERCOT8193821,201(375)826
Other Power Regions3,6735794,252(3,157)1,095
Total Reportable Segments13,0251,64714,672(7,083)7,589
Other(b)(d)1,4132,1013,514(1,745)1,769
Total Consolidated Results$14,438$3,748$18,186$(8,828)$9,358

(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.

(c)Revenues from contracts with customers includes natural gas revenues of $237 million and $184 million and other revenues includes unrealized mark-to-market losses of ($156) million and gains of $516 million for the three months ended September 30, 2025 and 2024, respectively.

(d)Revenues from contracts with customers includes natural gas revenues of $1,252 million and $1,024 million and other revenues includes unrealized mark-to-market losses of ($356) million and gains of $769 million for the nine months ended September 30, 2025 and 2024, respectively.

6. 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.

For the three and nine months ended September 30, 2025, our Consolidated Statements of Operations and Comprehensive Income included an estimated nuclear PTC benefit in Operating revenues of approximately $175 million and $220 million, respectively. For the three and nine months ended September 30, 2024, our Consolidated Statements of Operations and Comprehensive Income included an estimated nuclear PTC benefit in Operating revenues of approximately $670 million and $1,380 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, from the U.S. Treasury and IRS, and may materially impact the total amount of the benefits we receive.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 6 — Government Assistance

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.

There were no agreements for sales of nuclear PTCs executed in 2025. During the third quarter of 2024, we executed agreements for the sale of $1 billion of nuclear PTCs to unaffiliated third parties at a nominal discount, with approximately $670 million of cash proceeds received upon sale (included within Cash flows from operating activities in our Consolidated Statements of Cash Flows) and approximately $195 million received in the fourth quarter of 2024. Cash received in 2025 on sale agreements executed in 2024 was approximately $95 million. As of September 30, 2025, our Consolidated Balance Sheets reflect approximately $125 million of nuclear PTCs within Other deferred debits and other assets. 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 September 30, 2025 and December 31, 2024, we recognized a reduction to Accounts payable and accrued expenses in our Consolidated Balance Sheets of $270 million and $150 million, respectively, for estimated nuclear PTCs that we have utilized as a credit against our current federal income taxes payable.

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 September 30, 2025 and December 31, 2024, we have recognized approximately $1,140 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 nine months ended September 30, 2025, we recognized a reduction to net operating revenue of approximately $220 million and $30 million, respectively, associated with these programs in our Consolidated Statements of Operations and Comprehensive Income, compared to a reduction to net operating revenue of approximately $115 million and increase to net operating revenue (pre-tax) of approximately $10 million during the three and nine months ended September 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.

7. 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 nine months ended September 30, 2024 given it did not include an allowance related to the sales of customer accounts receivable disclosed below.

Balance as of December 31, 2024$190
Current period provision for expected credit losses35
Write-offs, net of recoveries(a)(35)
Balance as of September 30, 2025$190

(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 $1,045 million and $1,109 million of unbilled customer revenues in Customer accounts receivables, net in the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, respectively.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 7 — Accounts Receivable

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 12 — Debt and Credit Agreements for terms of the amended Facility.

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

Nine Months Ended September 30, 2024
Proceeds from new transfers(a)$1,688
Cash collections received on DPP(b)7,404
Cash collections reinvested in the Facility$9,092

(a)Customer accounts receivable sold into the Facility was $9,370 million.

(b)Does not include the $300 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 ($7,682) million for the nine months ended September 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 $7,104 million for the nine months ended September 30, 2024.

See Note 16 — 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 $3,207 million and $228 million for the nine months ended September 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.

8. 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 September 30, 2025:

Balance as of December 31, 2024$12,186
Accretion expense467
Net increase due to changes in, and timing of, estimated future cash flows108
Costs incurred related to decommissioning plants(12)
Balance as of September 30, 2025$12,749

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 8 — Nuclear Decommissioning

During the nine months ended September 30, 2025, the net $108 million increase in the ARO for the changes in, and timing of, estimated future cash flows was driven primarily by higher escalation rates partially offset by higher discount rates and revised cost studies for Braidwood, Byron, Clinton, and LaSalle plants.

NDT Funds

We had NDT funds totaling $19,040 million and $17,321 million as of September 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 September 30, 2025 and December 31, 2024. See Note 17 — 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.

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 September 30, 2025 and December 31, 2024:

September 30, 2025December 31, 2024
ComEd$4,231$3,780
PECO427247
CenterPoint418365
AEP Texas146126
Payables related to Regulatory Agreement Units$5,222$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.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 9 — Income Taxes

9. 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 September 30,
20252024
U.S. federal statutory income tax21.0%$29321.0%$345
(Decrease) increase due to:
State income taxes, net of federal income tax benefit(a)5.1714.880
Foreign tax effects0.110.11
Tax credits
PTC(2.8)(40)(8.0)(132)
Amortization of ITC, including deferred taxes on basis differences(0.3)(4)(0.3)(5)
Other(0.2)(3)(0.1)(1)
Nontaxable or nondeductible items
Share-based payment awards——(0.1)(1)
Excess officers compensation1.0141.321
Other0.9120.46
Other adjustments
Qualified NDT fund income and losses8.61228.2135
Effective income tax(b)33.4%$46627.3%$449
Nine Months Ended September 30, 2025
20252024
U.S. federal statutory income tax21.0%$59221.0%$768
(Decrease) increase due to:
State income taxes, net of federal income tax benefit(a)4.21181.139
Foreign tax effects0.120.12
Tax credits
PTC(1.9)(53)(7.7)(281)
Amortization of ITC, including deferred taxes on basis differences(0.4)(10)(0.3)(10)
Other(0.3)(8)(0.4)(14)
Nontaxable or nondeductible items
Share-based payment awards(1.4)(40)(0.4)(16)
Excess officers compensation1.1300.830
Other0.4130.29
Other adjustments
Qualified NDT fund income and losses10.12846.6241
Effective income tax(b)32.9%$92821.0%$768

(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.

(b)Amounts may not recalculate due to rounding.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 9 — Income Taxes

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 3 — Regulatory Matters 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 September 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.

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 September 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.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 10 — Retirement Benefits

10. 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 nine months ended September 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 BenefitsOPEBTotal Pension Benefits and OPEB
Three Months Ended September 30,202520242025202420252024
Components of net periodic benefit (credit) cost:
Service cost$21$22$4$4$25$26
Non-service components of pension benefits & OPEB (credit) cost:
Interest cost101951918120113
Expected return on assets(122)(123)(9)(11)(131)(134)
Amortization of:
Prior service (credit) cost11(2)(2)(1)(1)
Actuarial (gain) loss2625(2)(3)2422
Settlement charges13——13
Non-service components of pension benefits & OPEB (credit) cost7162133
Net periodic benefit (credit) cost$28$23$10$6$38$29
Pension BenefitsOPEBTotal Pension Benefits and OPEB
Nine Months Ended September 30,202520242025202420252024
Components of net periodic benefit (credit) cost:
Service cost$63$67$13$13$76$80
Non-service components of pension benefits & OPEB (credit) cost:
Interest cost3062865854364340
Expected return on assets(367)(371)(25)(32)(392)(403)
Amortization of:
Prior service (credit) cost11(5)(5)(4)(4)
Actuarial (gain) loss7776(6)(7)7169
Settlement charges17——17
Non-service components of pension benefits & OPEB (credit) cost18(1)2210409
Net periodic benefit (credit) cost$81$66$35$23$116$89

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 11 — Derivative Financial Instruments

11. 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.

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 6 — Government Assistance for additional information.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 11 — Derivative Financial Instruments

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 September 30, 2025 and December 31, 2024:

September 30, 2025Economic HedgesCollateral**(a)**Netting**(a)**Total
Mark-to-market derivative assets (current)$6,245$218$(5,836)$627
Mark-to-market derivative assets (noncurrent)4,444166(4,152)458
Total mark-to-market derivative assets10,689384(9,988)1,085
Mark-to-market derivative liabilities (current)(6,495)1955,836(464)
Mark-to-market derivative liabilities (noncurrent)(4,788)1974,152(439)
Total mark-to-market derivative liabilities(11,283)3929,988(903)
Total mark-to-market derivative net assets (liabilities)$(594)$776$—$182
December 31, 2024
Mark-to-market derivative assets (current)$5,518$152$(4,860)$810
Mark-to-market derivative assets (noncurrent)3,672120(3,421)371
Total mark-to-market derivative assets9,190272(8,281)1,181
Mark-to-market derivative liabilities (current)(5,498)1734,860(465)
Mark-to-market derivative liabilities (noncurrent)(3,961)1413,421(399)
Total mark-to-market derivative liabilities(9,459)3148,281(864)
Total mark-to-market derivative net assets (liabilities)$(269)$586$—$317

(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.

The following table summarizes the net buy/(sell) notional position of commodity derivative transactions, excluding our NPNS derivatives that are not recorded at fair value, as of September 30, 2025 and December 31, 2024:

Total Net Position (In Millions)
Commodity TypeSeptember 30, 2025December 31, 2024Unit of Measure
Electricity(261)(130)MWh
Natural Gas(130)33MMBtu
Emissions(32)(18)Short Ton

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 11 — Derivative Financial Instruments

Economic Hedges (Commodity Price Risk)

For the three and nine months ended September 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 September 30,Nine Months Ended September 30,
Income Statement Location2025202420252024
Operating revenues$(158)$519$(354)$774
Purchased power and fuel28(119)67404
Total$(130)$400$(287)$1,178

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 $1,506 million and $592 million as of September 30, 2025 and December 31, 2024, respectively.

The mark-to-market derivative assets and liabilities as of September 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 nine months ended September 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 right of offset 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 11 — 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 September 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 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 September 30, 2025Total Exposure Before Credit CollateralCredit Collateral**(a)**Net ExposureNumber of Counterparties Greater than 10% of Net ExposureNet Exposure of Counterparties Greater than 10% of Net Exposure
Investment grade$775$13$7621$151
Non-investment grade7—7——
No external ratings
Internally rated — investment grade1346128——
Internally rated — non-investment grade15236116——
Total$1,068$55$1,0131$151

(a)As of September 30, 2025, credit collateral held from counterparties where we had credit exposure included $1 million of cash and $54 million of letters of credit.

Net Credit Exposure by Type of CounterpartyAs of September 30, 2025
Investor-owned utilities, marketers, power producers$834
Energy cooperatives and municipalities85
Financial Institutions46
Other48
Total$1,013

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 11 — 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 FeaturesSeptember 30, 2025December 31, 2024
Gross fair value of derivative contracts containing this feature$(1,374)$(1,346)
Offsetting fair value of derivative contracts under master netting arrangements575602
Net fair value of derivative contracts containing this feature$(799)$(744)

As of September 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.

September 30, 2025December 31, 2024
Cash collateral posted(a)$828$635
Letters of credit posted(a)900890
Cash collateral held(a)5249
Letters of credit held(a)13091
Additional collateral required in the event of a credit downgrade below investment grade (at BB+/Ba1)(b)(c)(d)2,4401,949

(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 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.

12. 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 September 2025, we amended our existing revolving credit facility (RCF) to increase the available aggregate commitment from $4.5 billion to $7.0 billion, which included incremental revolving credit commitments of $2.5 billion and extension of the maturity date to September 2030. The incremental commitments will be available upon the closing of the Calpine acquisition. See Note 2 — Mergers, Acquisitions, and Dispositions for additional information. The RCF may be drawn down in the form of loans and/or to support commercial paper and letter 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 rating. The adders for the

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 12 — Debt and Credit Agreements

Daily Simple SOFR-based borrowings and Term SOFR borrowings are 0.075% and 1.075%, 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 1.00% and 2.00%, respectively. The 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 September 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 September 30, 2025 and December 31, 2024, we had the following aggregate bank commitments, credit facility borrowings and available capacity under our respective credit facilities:

September 30, 2025
Facility TypeAggregate Bank CommitmentFacility DrawsOutstanding Letters of Credit**(a)**Outstanding Commercial Paper**(b)**Total Available Capacity
Revolving Credit Facility$4,500$—$49$—$4,451
Bilaterals(c)2,350—1,167—1,183
Accounts Receivable Facility1,500———1,500
Liquidity Facility971—789—159(c)
Project Finance137—122—15
Total$9,458$—$2,127$—$7,308
December 31, 2024
Revolving Credit Facility$4,500$—$51$—$4,449
Bilaterals1,850—1,095—755
Accounts Receivable Facility1,500———1,500
Liquidity Facility971—907—21(c)
Project Finance137—120—17
Total$8,958$—$2,173$—$6,742

(a)Excludes an additional outstanding letter of credit which was not issued under these facilities of $15 million as of September 30, 2025 and December 31, 2024. See Note 14 — Commitments and Contingencies for additional information.

(b)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 September 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 September 30, 2025 and December 31, 2024.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 12 — Debt and Credit Agreements

(c)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.

(d)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 September 30, 2025 and December 31, 2024, without posting additional collateral, the actual availability of facility, prior to outstanding letters of credit was $948 million and $928 million, respectively.

Short-Term Loan Agreements

As of September 30, 2025 we had the following short-term loan agreements, both of which are unsecured and reflected in Short-term borrowings in the Consolidated Balance Sheets:

Month InitiatedInterest RateMaturityOutstanding Amount as of September 30, 2025Outstanding Amount as of December 31, 2024
May 20251-month SOFR + 0.90%May 2026$900$—
September 20251-month SOFR + 0.90%September 2026750—

Long-Term Debt

Debt Issuances and Redemptions

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

TypeInterest RateMaturityAmount
2025 Senior Notes3.25%June 2025$(900)
CR Nonrecourse Debt3-month SOFR + 2.25%December 2027(34)
Continental Wind Nonrecourse Debt6.00%February 2033(31)
West Medway II Nonrecourse Debt1-month SOFR + 3.225% - 3.350%March 2026(26)
Tax Exempt Pollution Control Revenue Bonds4.45%March 2025(23)
Antelope Valley DOE Nonrecourse Debt2.29% - 3.56%January 2037(15)
RPG Nonrecourse Debt4.11%March 2035(7)
Total long-term debt issued (redeemed)$(1,036)

Debt Covenants

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

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 13 — Fair Value of Financial Assets and Liabilities

13. 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 September 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.

September 30, 2025December 31, 2024
Carrying AmountFair ValueCarrying AmountFair Value
Level 2Level 3TotalLevel 2Level 3Total
Long-Term Debt, including amounts due within one year$7,387$7,060$681$7,741$8,412$7,805$716$8,521
SNF Obligation1,4121,407—1,4071,3661,278—1,278

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.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 13 — Fair Value of Financial Assets and Liabilities

Recurring Fair Value Measurements

The following table presents 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 September 30, 2025 and December 31, 2024:

September 30, 2025December 31, 2024
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets
Cash equivalents(a)$30$—$—$30$120$—$—$120
NDT fund investments
Cash equivalents(b)368172—540187163—350
Equities6,2911,537—7,8285,2301,897—7,127
Fixed income2,2091,5643874,1602,0891,4623683,919
Private credit——130130——134134
Assets measured at NAV———6,382———5,791
NDT fund investments subtotal(c)8,8683,27351719,0407,5063,52250217,321
Rabbi trust investments6343110758411100
Investments in equities112——112389——389
Mark-to-market derivative assets
Economic hedges1,2644,8934,53810,6951,2785,3062,6419,225
Effect of netting and allocation of collateral(1,118)(4,645)(3,841)(9,604)(1,097)(4,790)(2,123)(8,010)
Mark-to-market derivative assets subtotal1462486971,0911815165181,215
Total assets measured at fair value9,2193,5641,21520,3808,2544,0791,02119,145
Liabilities
Mark-to-market derivative liabilities
Economic hedges(1,270)(5,090)(4,934)(11,294)(1,222)(5,462)(2,778)(9,462)
Effect of netting and allocation of collateral1,2074,9914,18210,3801,1805,1572,2598,596
Mark-to-market derivative liabilities subtotal(63)(99)(752)(914)(42)(305)(519)(866)
Deferred compensation obligation—(116)—(116)—(93)—(93)
Total liabilities measured at fair value(63)(215)(752)(1,030)(42)(398)(519)(959)
Total net assets$9,156$3,349$463$19,350$8,212$3,681$502$18,186

(a)CEG Parent has $75 million and $130 million of Level 1 cash equivalents as of September 30, 2025 and December 31, 2024, respectively. We exclude cash of $3,928 million and $2,924 million, and restricted cash of $79 million and $71 million as of September 30, 2025 and December 31, 2024, respectively. CEG Parent has excluded an additional $9 million and $4 million of cash as of September 30, 2025 and December 31, 2024, respectively.

(b)Includes net liabilities of $149 million and $148 million as of September 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.

(c)Includes total NDT derivative assets and liabilities that are not material, which have notional amounts of $1,173 million and $1,119 million as of September 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 September 30, 2025, our NDTs have outstanding commitments to invest in private credit, private equity, and real assets of $479 million, $451 million, and $673 million, respectively. These commitments will be funded by our existing NDT funds.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 13 — Fair Value of Financial Assets and Liabilities

Equity Security Investments without Readily Determinable Fair Values. We hold investments without readily determinable fair values with carrying amounts of $206 million and $150 million as of September 30, 2025 and December 31, 2024, respectively. Changes in fair value, cumulative adjustments, and impairments were not material for the three and nine months ended September 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 nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, 2025
NDT Fund InvestmentsMark-to-Market DerivativesRabbi Trust InvestmentsTotal
Balance as of July 1, 2025$504$137$1$642
Total realized / unrealized gains (losses)
Included in net income (loss)4(211)(a)—(207)
Included in Payables related to Regulatory Agreement Units9——9
Change in collateral—58—58
Purchases—17—17
Transfers into Level 3—(1)(b)—(1)
Transfers out of Level 3—(55)(b)—(55)
Balance as of September 30, 2025$517$(55)$1$463
The amount of total gains (losses) included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of September 30, 2025$4$(114)$—$(110)
Three Months Ended September 30, 2024
NDT Fund InvestmentsMark-to-Market DerivativesRabbi Trust InvestmentsTotal
Balance as of July 1, 2024$492$312$1$805
Total realized / unrealized gains (losses)
Included in net income (loss)458(a)—62
Included in Payables related to Regulatory Agreement Units9——9
Change in collateral—(166)—(166)
Purchases—14—14
Settlements(7)——(7)
Transfers into Level 31(12)(b)—(11)
Transfers out of Level 3——(b)——
Balance as of September 30, 2024$499$206$1$706
The amount of total gains (losses) included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of September 30, 2024$4$191$—$195

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 13 — Fair Value of Financial Assets and Liabilities

Nine Months Ended September 30, 2025
NDT Fund InvestmentsMark-to-Market DerivativesRabbi Trust InvestmentsTotal
Balance as of January 1, 2025$502$(1)$1$502
Total realized / unrealized gains (losses)
Included in net income (loss)6(248)(a)—(242)
Included in Payables related to Regulatory Agreement Units12——12
Change in collateral—205—205
Purchases—68—68
Sales—(5)—(5)
Settlements(4)——(4)
Transfers into Level 31(44)(b)—(43)
Transfers out of Level 3—(30)(b)—(30)
Balance as of September 30, 2025$517$(55)$1$463
The amount of total gains (losses) included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of September 30, 2025$6$(4)$—$2
Nine Months Ended September 30, 2024
NDT Fund InvestmentsMark-to-Market DerivativesRabbi Trust InvestmentsTotal
Balance as of January 1, 2024$429$869$1$1,299
Total realized / unrealized gains (losses)
Included in net income (loss)4(433)(a)—(429)
Included in Payables related to Regulatory Agreement Units13——13
Change in collateral—(173)—(173)
Purchases6632—98
Sales—(83)—(83)
Settlements(14)(2)—(16)
Transfers into Level 3127(b)—28
Transfers out of Level 3—(31)(b)—(31)
Balance as of September 30, 2024$499$206$1$706
The amount of total gains (losses) included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of September 30, 2024$4$216$—$220

(a)Includes a reduction of ($97) million and ($244) million for realized gains due to the settlement of derivative contracts for the three and nine months ended September 30, 2025, respectively. Includes a reduction of ($133) million and ($651) million for realized gains due to the settlement of derivative contracts for the three and nine months ended September 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.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 13 — Fair Value of Financial Assets and Liabilities

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 nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,
Operating RevenuesPurchased Power and FuelOther, net
202520242025202420252024
Total gains (losses) included in net income$(272)$177$61$(119)$4$4
Total unrealized gains (losses)(186)30072(109)4—
Nine Months Ended September 30,
Operating RevenuesPurchased Power and FuelOther, net
202520242025202420252024
Total gains (losses) included in net income$(271)$(97)$23$(338)$6$4
Total unrealized gains (losses)(120)561116(345)6—

Mark-to-Market Derivatives

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

Type of tradeFair Value as of September 30, 2025Fair Value as of December 31, 2024Valuation TechniqueUnobservable Input2025 Range & Arithmetic Average2024 Range & Arithmetic Average
Mark-to-market derivatives—Economic hedges(a)(b)$(396)$(137)Discounted Cash FlowForward power price$5.83 - $154$52$2.57 - $140$49
Forward gas price$(0.22) - $14$3.83$2.09 - $15$3.68
Option ModelVolatility percentage6% - 174%61%23% - 141%57%

(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 $341 million and $136 million as of September 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.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 14 — Commitments and Contingencies

14. Commitments and Contingencies

Commitments

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

Expiration within
202520262027202820292030 and beyondTotal
Letters of credit$1,320$696$2$123$—$1$2,142
Surety bonds(a)219462—214——895
Total commercial commitments$1,539$1,158$2$337$—$1$3,037

(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 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 September 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 $163 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 September 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 September 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.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 15 — Shareholders' Equity

15. 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 September 30, 2025, there was approximately $593 million of remaining authority to repurchase shares of the Company's outstanding common stock, which reflects the net impact of capped call options, 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 nine months ended September 30, 2025, there were no open market repurchases. During the nine months ended September 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 September 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.

The following table summarizes the activity of our ASR agreements for the nine months ended September 30, 2025 and 2024:

(in millions, except average price paid per share)
ASR Agreement InitiationTotal CostInitial Shares ReceivedASR Agreement SettlementAdditional Shares ReceivedTotal Number of Shares PurchasedAverage Price Paid per Share
March 2024$3541.7May 20240.21.9$182.65
May 2024$5051.8July 20240.62.4$211.40
June 2025$4041.1August 20250.21.3$311.84

Capped Call Options. In February 2025, we entered into two structured share repurchase agreements. Under these agreements, we made 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. Any prepayments or cash payments at settlement were recorded in Common Stock on our Consolidated Balance Sheet and as a financing activity within our Consolidated Statement of Cash Flows. Neither option was exercised therefore we did not receive any shares at expiration. As a result, as of September 30, 2025, we received our initial up-front cash payments of $150 million plus a nominal cash premium. The cash received restored the remaining authority available for repurchases.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 15 — 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 September 30, 2025Gains (losses) on Cash Flow HedgesPension and OPEB Items**(a)**Foreign Currency ItemsTotal
Beginning balance$(3)$(2,263)$(6)$(2,272)
OCI before reclassifications——(8)(8)
Amounts reclassified from AOCI218—20
Net current-period OCI218(8)12
Ending balance$(1)$(2,245)$(14)$(2,260)
Three Months Ended September 30, 2024
Beginning balance$(8)$(2,125)$(28)$(2,161)
OCI before reclassifications——1212
Amounts reclassified from AOCI114—15
Net current-period OCI1141227
Ending balance$(7)$(2,111)$(16)$(2,134)
Nine Months Ended September 30, 2025
Beginning balance$(6)$(2,262)$(34)$(2,302)
OCI before reclassifications—(34)20(14)
Amounts reclassified from AOCI551—56
Net current-period OCI5172042
Ending balance$(1)$(2,245)$(14)$(2,260)
Nine Months Ended September 30, 2024
Beginning balance$(10)$(2,157)$(24)$(2,191)
OCI before reclassifications—(4)84
Amounts reclassified from AOCI350—53
Net current-period OCI346857
Ending balance$(7)$(2,111)$(16)$(2,134)

(a)AOCI amounts are included in the computation of net periodic pension and OPEB cost. See Note 10 — 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 September 30,Nine Months Ended September 30,
2025202420252024
Pension and OPEB plans:
Actuarial loss reclassified to periodic benefit cost$(5)$(5)$(18)$(18)
Pension and OPEB plans valuation adjustment——122

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 16 — Variable Interest Entities

16. Variable Interest Entities

At September 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 September 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.

September 30, 2025December 31, 2024
Cash and cash equivalents$69$59
Restricted cash and cash equivalents5150
Accounts receivable
Customer accounts receivable, net2,2252,134
Other accounts receivable, net1012
Inventories, net
Materials and supplies1313
Other current assets3238
Total current assets2,4002,306
Property, plant, and equipment, net1,9702,025
Other noncurrent assets127142
Total noncurrent assets2,0972,167
Total assets(a)$4,497$4,473
Long-term debt due within one year$66$64
Accounts payable and accrued expenses3754
Other current liabilities3—
Total current liabilities106118
Long-term debt589642
Asset retirement obligations228206
Other noncurrent liabilities22
Total noncurrent liabilities819850
Total liabilities$925$968

(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 $120 million and $133 million, disclosed within other noncurrent assets in the table above as of September 30, 2025 and December 31, 2024, respectively.

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 16 — Variable Interest Entities

As of September 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 7 —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 September 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:

Commercial Agreement VIEs:September 30, 2025December 31, 2024
Total assets(a)$712$617
Total liabilities(a)9042
Other ownership interests in VIE(a)622575

(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 16 — Variable Interest Entities

As of September 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.

17. 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 September 30,Nine Months Ended September 30,
Operating revenues2025202420252024
Variable lease income$65$69$181$189
Three Months Ended September 30,Nine Months Ended September 30,
Taxes other than income taxes2025202420252024
Property$74$76$216$215
Payroll4448128122
Gross receipts(a)4637123102
Other1457
Total taxes other than income taxes$165$165$472$446

(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 September 30,Nine Months Ended September 30,
Other, net2025202420252024
Decommissioning-related activities:
Net realized income on NDT funds(a)
Regulatory Agreement Units$165$203$540$460
Non-Regulatory Agreement Units78118245233
Net unrealized gains (losses) on NDT funds
Regulatory Agreement Units313337624548
Non-Regulatory Agreement Units200190430329
Regulatory offset to NDT fund-related activities(b)(383)(433)(935)(808)
Total Decommissioning-related activities373415904762
Net unrealized gains (losses) from equity investments(c)19(104)(256)(115)
Other51148146
Total Other, net$443$325$729$693

(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 17 — Supplemental Financial Information

Supplemental Cash Flow Information

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

Nine Months Ended September 30,
Depreciation, amortization, and accretionIncome statement location20252024
PP&EDepreciation and amortization$729$850
Nuclear fuelPurchased power and fuel712656
ARO accretionOperating and maintenance480498
Amortization of intangible assets, netDepreciation and amortization1418
Amortization of energy contract assets and liabilitiesOperating revenues or purchased power and fuel1027
Total depreciation, amortization, and accretion$1,945$2,049
CEG ParentConstellation
Nine Months Ended September 30,Nine Months Ended September 30,
Other non-cash operating activities2025202420252024
Other decommissioning-related activity(a)$(366)$(488)$(366)$(488)
Pension and non-pension postretirement benefit costs1158111581
Energy-related options(b)(34)40(34)40
Other211206146172
Total other non-cash operating activities$(74)$(161)$(139)$(195)

(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.

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.

September 30, 2025CEG ParentConstellation
Cash and cash equivalents$3,959$3,949
Restricted cash and cash equivalents13288
Total cash, restricted cash, and cash equivalents$4,091$4,037
December 31, 2024
Cash and cash equivalents$3,022$3,018
Restricted cash and cash equivalents10797
Total cash, restricted cash, and cash equivalents$3,129$3,115
September 30, 2024
Cash and cash equivalents$1,793$1,793
Restricted cash and cash equivalents8977
Total cash, restricted cash, and cash equivalents$1,882$1,870

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

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

Note 17 — Supplemental Financial Information

Supplemental Balance Sheet Information

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

Accounts payable and accrued expenses
September 30, 2025CEG ParentConstellation
Accounts payable$2,509$2,478
Compensation-related accruals(a)781556
Taxes accrued(b)177175
Other accrued expenses459459
Total$3,926$3,668
December 31, 2024
Accounts payable$2,369$2,348
Compensation-related accruals(a)907689
Taxes accrued(b)232223
Other accrued expenses435436
Total$3,943$3,696

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

(b)Includes $270 million and $150 million as of September 30, 2025 and December 31, 2024, respectively, related to nuclear PTC that was used to offset the current tax liability. See Note 6 — Government Assistance for additional information on the nuclear PTC.

Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS