Cover and table of contents
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Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2026
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Commission File Number | Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number | IRS Employer Identification Number | ||||||||||||
| 001-41137 | CONSTELLATION ENERGY CORPORATION | 87-1210716 | ||||||||||||
| (a Pennsylvania corporation) 1310 Point Street Baltimore, Maryland 21231-3380 (833) 883-0162 | ||||||||||||||
| 333-85496 | CONSTELLATION ENERGY GENERATION, LLC | 23-3064219 | ||||||||||||
| (a Pennsylvania limited liability company) 200 Energy Way Kennett Square, Pennsylvania 19348-2473 (833) 883-0162 |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| CONSTELLATION ENERGY CORPORATION: | ||||||||||||||
| Common Stock, without par value | CEG | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Constellation Energy Corporation | Yes | x | No | ☐ | |||||||||||||
| Constellation Energy Generation, LLC | Yes | x | No | ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Constellation Energy Corporation | Large Accelerated Filer | x | Accelerated Filer | ☐ | Non-accelerated Filer | ☐ | Smaller Reporting Company | ☐ | Emerging Growth Company | ☐ | ||||||||||||||||||||||
| Constellation Energy Generation, LLC | Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | Non-accelerated Filer | x | Smaller Reporting Company | ☐ | Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
The number of shares outstanding of each registrant’s common stock as of July 31, 2026 was as follows:
| Constellation Energy Corporation Common Stock, without par value | 354,307,379 | ||||
| Constellation Energy Generation, LLC | Not applicable |
TABLE OF CONTENTS
| GLOSSARY OF TERMS AND ABBREVIATIONS | ||||||||
| Constellation Energy Corporation and Related Entities | ||||||||
| CEG Parent | Constellation Energy Corporation | |||||||
| Constellation | Constellation Energy Generation, LLC | |||||||
| Registrants | CEG Parent and Constellation, collectively | |||||||
| Antelope Valley | Antelope Valley Solar Ranch One | |||||||
| Calpine | Calpine Corporation | |||||||
| Calvert Cliffs | Calvert Cliffs nuclear generating station | |||||||
| CCFC | Calpine Construction Finance Company, L.P. | |||||||
| CDHI | Calpine Development Holdings, LLC | |||||||
| Continental Wind | Continental Wind LLC | |||||||
| Crane | Crane Clean Energy Center (formerly known as Three Mile Island Unit 1) | |||||||
| CRP | Constellation Renewables Partners, LLC | |||||||
| FitzPatrick | James A. FitzPatrick nuclear generating station | |||||||
| GPC | Geysers Power Company, LLC | |||||||
| Greenfield L.P. | Greenfield Energy Centre L.P. | |||||||
| LaSalle | LaSalle nuclear generating station | |||||||
| Limerick | Limerick nuclear generating station | |||||||
| NER | NewEnergy Receivables LLC | |||||||
| Nine Mile Point | Nine Mile Point nuclear generating station | |||||||
| Nova Power | Nova Power, LLC | |||||||
| Pin Oak Creek | Pin Oak Creek Energy Center | |||||||
| RPG | Renewable Power Generation, LLC | |||||||
| STP | South Texas Project nuclear generating station | |||||||
| GLOSSARY OF TERMS AND ABBREVIATIONS | ||||||||
| Other Terms and Abbreviations | ||||||||
| AB | Assembly Bill | |||||||
| AEP Texas | American Electric Power Texas | |||||||
| AESO | Alberta Electric Systems Operator | |||||||
| AOCI | Accumulated Other Comprehensive Income (Loss) | |||||||
| ARC | Asset Retirement Cost | |||||||
| ARO | Asset Retirement Obligation | |||||||
| ASR | Accelerated Share Repurchase | |||||||
| CAISO | California ISO | |||||||
| CenterPoint | CenterPoint Energy Houston Electric, LLC | |||||||
| CMC | Carbon Mitigation Credit | |||||||
| CO2 | Carbon Dioxide | |||||||
| CODM | Chief Operating Decision Maker | |||||||
| ComEd | Commonwealth Edison Company | |||||||
| CORRA | Canadian Overnight Repo Rate Average | |||||||
| CWIP | Construction Work In Progress | |||||||
| DOE | United States Department of Energy | |||||||
| DOJ | United States Department of Justice | |||||||
| EGU | Electric Generating Units | |||||||
| EFOF | Equivalent Forced Outage Factor | |||||||
| ERCOT | Electric Reliability Council of Texas | |||||||
| ERISA | Employee Retirement Income Security Act of 1974, as amended | |||||||
| Exchange Act | Securities Exchange Act of 1934, as amended |
| GLOSSARY OF TERMS AND ABBREVIATIONS | ||||||||
| Other Terms and Abbreviations | ||||||||
| Exelon | Exelon Corporation | |||||||
| FERC | Federal Energy Regulatory Commission | |||||||
| Former ComEd Units | Braidwood, Byron, Dresden, LaSalle and Quad Cities nuclear generating units | |||||||
| Former PECO Units | Limerick, Peach Bottom, and Salem nuclear generating units | |||||||
| FRCC | Florida Reliability Coordinating Council | |||||||
| GAAP | Generally Accepted Accounting Principles in the United States | |||||||
| GDP | Gross Domestic Product | |||||||
| Geysers Assets | Geothermal power plant assets acquired through Calpine, including steam extraction and gathering assets | |||||||
| GHG | Greenhouse Gas | |||||||
| GW | Gigawatt | |||||||
| GWh | Gigawatt hour | |||||||
| Heat Rate | A measure of the amount of fuel required to produce a unit of power | |||||||
| ICE | Intercontinental Exchange | |||||||
| IPA | Illinois Power Agency | |||||||
| IRA | Inflation Reduction Act of 2022 | |||||||
| IRS | Internal Revenue Service | |||||||
| ISO | Independent System Operator | |||||||
| ISO-NE | ISO New England Inc. | |||||||
| ITC | Investment Tax Credit | |||||||
| MISO | Midcontinent Independent System Operator, Inc. | |||||||
| MMBtu | Million British thermal units | |||||||
| Moody's | Moody’s Investors Service, Inc. | |||||||
| MW | Megawatt | |||||||
| MWh | Megawatt hour | |||||||
| NASDAQ | Nasdaq Stock Market, LLC | |||||||
| NAV | Net Asset Value | |||||||
| NDT | Nuclear Decommissioning Trust | |||||||
| NERC | North American Electric Reliability Corporation | |||||||
| NGX | Natural Gas Exchange, Inc. | |||||||
| Non-Regulatory Agreement Units | Nuclear generating units or portions thereof whose decommissioning-related activities are not subject to contractual elimination under regulatory accounting | |||||||
| NOx | Nitrogen oxide | |||||||
| NPNS | Normal Purchase Normal Sale scope exception | |||||||
| NRC | Nuclear Regulatory Commission | |||||||
| NYISO | New York ISO | |||||||
| NYMEX | New York Mercantile Exchange | |||||||
| OCI | Other Comprehensive Income | |||||||
| OIESO | Ontario Independent Electricity System Operator | |||||||
| OPEB | Other Postretirement Employee Benefits | |||||||
| PECO | PECO Energy Company | |||||||
| Pension Protection Act | Pension Protection Act of 2006 | |||||||
| PG&E | Pacific Gas and Electric Company | |||||||
| PJM | PJM Interconnection, LLC | |||||||
| PPA | Power Purchase Agreement | |||||||
| PP&E | Property, Plant, and Equipment | |||||||
| GLOSSARY OF TERMS AND ABBREVIATIONS | ||||||||
| Other Terms and Abbreviations | ||||||||
| PSDAR | Post-shutdown Decommissioning Activities Report | |||||||
| PSEG | Public Service Enterprise Group Incorporated | |||||||
| PTC | Production Tax Credit | |||||||
| Regulatory Agreement Units | Nuclear generating units or portions thereof whose decommissioning-related activities are subject to contractual elimination under regulatory accounting (includes the Former ComEd Units, the Former PECO Units and STP) | |||||||
| RNF | Operating Revenues Net of Purchased Power and Fuel Expense | |||||||
| RPM | Reliability Pricing Model | |||||||
| RTO | Regional Transmission Organization | |||||||
| S&P | S&P Global Ratings, a Standard & Poor’s Financial Services LLC business | |||||||
| SB | Senate Bill | |||||||
| SEC | United States Securities and Exchange Commission | |||||||
| SERC | SERC Reliability Corporation (formerly Southeast Electric Reliability Council) | |||||||
| SNF | Spent Nuclear Fuel | |||||||
| SO**2 | Sulfur dioxide | |||||||
| SOFR | Secured Overnight Financing Rate | |||||||
| SPP | Southwest Power Pool | |||||||
| STPNOC | STP Nuclear Operating Company | |||||||
| TMA | Tax Matters Agreement | |||||||
| TWh | Terawatt-hour | |||||||
| U.S. Treasury | U.S. Department of the Treasury | |||||||
| UEC | Unamortized Energy Contract | |||||||
| VIE | Variable Interest Entity | |||||||
| WECC | Western Electric Coordinating Council | |||||||
| ZEC | Zero Emission Credit | |||||||
FILING FORMAT
This combined Form 10-Q is being filed separately by Constellation Energy Corporation and Constellation Energy Generation, LLC, (the Registrants). Information contained herein relating to any individual Registrant is filed by the Registrant on its own behalf. Neither Registrant makes any representation as to information relating to the other Registrant.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the acquisition of Calpine Corporation, 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 acquisition 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 2025 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 15 — 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
Next: Item 1. FINANCIAL STATEMENTS