Constellation Energy Corp

17. 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

On February 1, 2022, we entered into a credit agreement establishing a $3.5 billion five-year revolving credit facility at a variable interest rate of SOFR plus 1.275% and on February 9, 2022 we entered into a $1 billion five-year liquidity facility with the primary purpose of supporting our letter of credit issuances. Many of our bilateral credit agreements remain in effect.

Borrowings under our revolving credit agreement bear interest at a rate based upon either the Daily Simple SOFR rate or a Term SOFR rate, plus an adder based upon our credit ratings. The adders for the Daily Simple SOFR based borrowings and Term SOFR borrowings are 27.5 basis points and 127.5 basis points, respectively.

If we lose our investment grade rating, the maximum adders for Daily Simple SOFR rate borrowings and Term SOFR rate borrowings would be 100 basis points and 200 basis points, respectively. The credit agreements also require us to pay facility fees based upon the aggregate commitments. The fee varies depending upon our credit rating. See below for additional details.

As of December 31, 2023 and 2022 we had the following aggregate bank commitments, credit facility borrowings and available capacity under our respective credit facilities:

(a)Our commercial paper program is supported by the revolving credit agreement. In order to maintain our commercial paper program in the amounts indicated above, we must have a credit facility in place, at least equal to the amount of our commercial paper program. As of both December 31, 2023 and 2022, the maximum program size of our commercial paper program was $3.5 billion. We do not issue commercial paper in an aggregate amount exceeding the then available capacity under our credit facility. The weighted average interest rate on commercial paper borrowings was 5.66% and 4.90% as of December 31, 2023 and 2022, respectively.

(b)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 December 31, 2023 and 2022, without posting additional collateral, the actual availability of facility, prior to outstanding letters of credit was $911 million and $871 million, respectively.

Bilateral Credit Agreements

The following table reflects the bilateral credit agreements at December 31, 2023:

(a)Credit facilities that do not contain a maturity date are specific to the agreements set within each contract. In some instances, credit facilities are automatically renewed based on the contingency standards set within the specific agreement.

(b)Bilateral credit agreements solely support the issuance of letters of credit and do not back our commercial paper program.

Short-Term Loan Agreements

On March 31, 2020, we entered into a term loan agreement for $300 million. We repaid $100 million of the term loan on March 29, 2022. The remaining $200 million from the loan agreement was renewed on March 29, 2022 and repaid on March 29, 2023. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to SOFR plus 0.80% and all indebtedness thereunder is unsecured. The loan was reflected in Short-term borrowings in the Consolidated Balance Sheets as of December 31, 2022.

On January 26, 2023, we entered into a term loan agreement for $100 million. The loan agreement has an expiration of January 25, 2024. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to SOFR plus 0.80% and all indebtedness thereunder is unsecured. The loan was reflected in Short-term borrowings in the Consolidated Balance Sheet as of December 31, 2023. We repaid this loan on January 25, 2024.

On February 9, 2023, we entered into a term loan agreement for $400 million. The loan agreement has an expiration of February 8, 2024. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to SOFR plus 1.05% and all indebtedness thereunder is unsecured. The loan was reflected in Short-term borrowings in the Consolidated Balance Sheet as of December 31, 2023. We repaid this loan on February 8, 2024.

On February 12, 2024, we entered into a term loan agreement for $200 million. The loan agreement has an expiration of February 8, 2025. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to SOFR plus 0.90% and all indebtedness thereunder is unsecured.

Long-Term Debt

The following table presents the outstanding long-term debt as of December 31, 2023 and 2022:

(a)The Tax-exempt notes have a maturity date of March 1, 2025 - April 1, 2053, and a mandatory purchase date that ranges from March 1, 2025 - June 1, 2029.

Long-term debt maturities in the periods 2024 through 2028 and thereafter are as follows:

Debt Covenants

As of December 31, 2023, we are in compliance with all debt covenants.

Nonrecourse Debt

We have also issued nonrecourse debt, for which approximately $2 billion of generating assets have been pledged as collateral as of both December 31, 2023 and 2022, respectively. Borrowings under these agreements are secured by the assets and equity of each respective project. The lenders do not have recourse against us in the event of a default. If a specific project financing entity does not maintain compliance with its specific nonrecourse debt covenants, there could be a requirement to accelerate repayment of the associated debt or other borrowings earlier than the stated maturity dates. In these instances, if such repayment was not satisfied, the lenders or security holders would generally have rights to foreclose against the project-specific assets and related collateral. The potential requirement to satisfy the associated debt or other borrowings earlier than otherwise anticipated could lead to impairments due to a higher likelihood of disposing of the respective project-specific assets significantly before the end of their useful lives.

Antelope Valley Solar Ranch One. In December 2011, the DOE Loan Programs Office issued a guarantee for up to $646 million for a nonrecourse loan from the Federal Financing Bank to support the financing of the construction of the Antelope Valley facility. The project became fully operational in 2014. The loan will mature on January 5, 2037. Interest rates on the loan were fixed upon each advance at a spread of 37.5 basis points above

U.S. Treasuries of comparable maturity. The advances were completed as of December 31, 2015 and the outstanding loan balance bears interest at an average blended interest rate of 2.82%. As of December 31, 2023 and 2022, approximately $390 million and $415 million were outstanding, respectively. In addition, we have issued letters of credit to support the equity investment in the project, with $36 million and $37 million outstanding as of December 31, 2023 and 2022, respectively. In December 2017, our interests in Antelope Valley were contributed to and are pledged as collateral for the CR financing structures referenced below.

Continental Wind, LLC. In September 2013, Continental Wind, our indirect subsidiary, completed the issuance and sale of $613 million senior secured notes. Continental Wind owns and operates a portfolio of wind farms in Idaho, Kansas, Michigan, Oregon, New Mexico and Texas with a total net capacity of 667 MWs. The net proceeds were distributed to us for general business purposes. The notes are scheduled to mature on February 28, 2033. The notes bear interest at a fixed rate of 6.00% with interest payable semi-annually. As of December 31, 2023 and December 31, 2022, approximately $315 million and $345 million were outstanding, respectively.

In addition, Continental Wind has a $128 million letter of credit facility and $4 million working capital revolver facility. Continental Wind has issued letters of credit to satisfy certain of its credit support and security obligations. As of December 31, 2023 and 2022, the Continental Wind letter of credit facility had $116 million and $111 million in letters of credit outstanding related to the project, respectively.

In 2017, our interests in Continental Wind were contributed to CRP. See Note 22 - Variable Interest Entities for additional information on CRP.

Renewable Power Generation. In March 2016, RPG, our indirect subsidiary, issued $150 million aggregate principal amount of nonrecourse senior secured notes. The net proceeds were distributed to us for paydown of long term debt obligations at Sacramento PV Energy and Constellation Solar Horizons and for general business purposes. The loan is scheduled to mature on March 31, 2035. The term loan bears interest at a fixed rate of 4.11% payable semi-annually. As of December 31, 2023 and December 31, 2022, approximately $70 million and $80 million were outstanding, respectively. In 2017, our interests in RPG were contributed to CRP. See Note 22 - Variable Interest Entities for additional information on CRP.

Constellation Renewables. In November 2017, CR, our indirect subsidiary, entered into an $850 million nonrecourse senior secured term loan credit facility agreement with a maturity date of November 28, 2024. In addition to the financing, CR entered into interest rate swaps to manage a portion of the interest rate exposure in connection with the financing. The swap had an initial notional amount of $636 million and fixed the 3-month LIBOR at 2.32%.

In December 2020, CR entered into a financing agreement for a $750 million nonrecourse senior secured term loan credit facility, scheduled to mature on December 15, 2027. Beginning in June 2023, the term loan bears interest at a variable rate equal to 3-month SOFR plus 2.76%, subject to a 1% SOFR floor with interest payable quarterly. Redemptions prior to June 2023 were based on LIBOR +2.50%. In addition to the financing, CR entered into interest rate swaps to manage a portion of the interest rate exposure in connection with the financing. The swap had an initial notional amount of $516 million and fixed the 3-month LIBOR at 1.05%. Beginning in June 2023, the swap fixed the 3-month SOFR at 0.8295%.

The proceeds were used to repay the November 2017 nonrecourse senior secured term loan credit facility of $850 million, of which $709 million was outstanding as of the retirement date in December 2020, and to settle the November 2017 interest rate swap. Our interests in CRP and Antelope Valley remain contributed to and pledged as collateral for this financing. As of December 31, 2023 and 2022, $650 million and $690 million was outstanding, respectively. See Note 22 — Variable Interest Entities for additional information on CRP and Note 16 — Derivative Financial Instruments for additional information on interest rate swaps.

West Medway II, LLC. On May 13, 2021, West Medway II, LLC (West Medway II), our indirect subsidiary, entered into a financing agreement for a $150 million nonrecourse senior secured term loan credit facility with a maturity date of March 31, 2026. Beginning in May 2023, the term loan bears interest at a variable rate equal to 1-month SOFR plus the variable interest rate of 2.975% -3.225%, paid quarterly. Redemptions prior to May 2023 were based on LIBOR +2.875%. In addition to the financing, West Medway II entered into interest rate swaps to manage a portion of the interest rate exposure in connection with the financing. The swaps had an initial notional amount of $113 million and fixed the 1-month LIBOR at 0.61%. Beginning in May, the swap fixed the 1-month

SOFR at 0.5365%. We used the net proceeds for general corporate purposes. Our interests in West Medway II, were pledged as collateral for this financing. As of December 31, 2023 and 2022, approximately $85 million and $115 million was outstanding, respectively. See Note 16 — Derivative Financial Instruments for additional information on interest rate swaps.