Constellation Energy Corp

2. Mergers, Acquisitions, and Dispositions

Acquisition of Joint Ownership in South Texas Project

On November 1, 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 net cash paid was $1.65 billion, after certain purchase price adjustments.

The current renewed NRC licenses for the STP units expire in 2047 and 2048, and the NRC licensed operator is STP Nuclear Operating Company (STPNOC), acting on behalf of the joint owners. Other owners include City Public Service Board of San Antonio (CPS,40%) and the City of Austin, Texas (Austin Energy,16%). This acquisition is complementary to and aligned strategically with our existing clean energy business operations.

As part of the transaction, we acquired ownership oftwo decommissioning trust funds established to provide funding for decontamination and decommissioning of STP. The trust funds have been funded with amounts collected from predecessor utilities. We maintain the ability to collect additional funds from utility customers in the event of a shortfall and are required to return any excess funds to utility customers upon completion of decommissioning. As such, our accounting for the future decommissioning of our interest in STP will mirror that of our existing Regulatory Agreement Units. See Note 1 — Basis of Presentation and Note 10 — Asset Retirement Obligations for additional information on our accounting policy for Regulatory Agreement Units.

The acquisition was accounted for using the acquisition method of accounting in accordance with authoritative guidance, which requires, among other things, the assets acquired and liabilities assumed to be recognized at their respective fair value as of the acquisition date. The excess of the purchase price over fair value of our proportionate share of the assets acquired and liabilities assumed was recorded to goodwill. The goodwill recognized is primarily driven by the opportunity for continued operations through 80 years and the value of STP’s carbon-free energy that is not fully reflected by the markets. The goodwill amount has been assigned entirely to the ERCOT operating segment. See Note 13 — Intangible Assets for additional information. The total amount of goodwill is expected to be deductible for tax purposes over the amortization period.

The fair values of STP’s assets and liabilities were determined based on significant estimates and assumptions that are judgmental in nature, including projected future cash flows (including timing), discount rates reflecting risk inherent in the future cash flows and future power and fuel market prices. Accounting guidance provides that the allocation of the purchase price may be modified up to one year from the date of the acquisition to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Any changes could result in a change in the amount of goodwill recorded.

The following table summarizes the acquisition-date fair value of the consideration transferred and the assets and liabilities assumed for the STP acquisition:

For the year ended December 31, 2023, we incurred immaterial merger and integration-related costs which are included within Operating and maintenance expense in our Consolidated Statements of Operations and Comprehensive Income.

The operating revenues and results of operations for STP have been included in the Consolidated Statements of Operations and Comprehensive Income from the date of acquisition and were not material for the year ended December 31, 2023. The pro forma effects of this acquisition are not significant to our reported results for any periods presented. Accordingly, no pro forma financial statements have been presented herein.

On July 28, 2023 NRG accepted service of a lawsuit filed by the City of San Antonio, Texas, acting by and through CPS, in the 130th District Court of Matagorda County, Texas against NRG and certain of its subsidiaries, claiming the existence of a right of first refusal that applies to the transaction contemplated between us and NRG. On July 31, 2023 we intervened in the lawsuit and Austin Energy also intervened in the lawsuit claiming a similar right of first refusal. Per the terms of the Equity Purchase Agreement, NRG made representations that no right of first refusal applied to the transaction contemplated between us.

Separately, on July 31, 2023, San Antonio and Austin filed motions to dismiss and (in the alternative) immediately stay proceedings and petitions to intervene on the application for June 12, 2023 license transfer application that was filed with the NRC. These motions and petitions remain pending before the NRC. Notwithstanding this, the NRC issued approval of the license transfer application on October 30, 2023. However, the NRC staff’s approval of the license transfer is subject to the Commission’s authority to rescind, modify, or condition the approved transfer based on the outcome of any post-effectiveness hearing or motions on the license transfer application. On February 20, 2024, we (along with San Antonio, Austin and NRG) jointly filed a motion to stay of the issuance of a decision by the NRC on the pending petition and motions. The motion requested that the NRC stay any decision so that the parties can attempt to finalize a settlement agreement that would result in the withdrawal of San Antonio’s pending petition and motions.

The ongoing legal proceedings did not prohibit NRG and CEG from consummating the transaction, and Constellation is working with all parties to reach a resolution to the matter. We cannot reasonably predict the outcome of the lawsuit or NRC litigation; however, we do not expect it to have a material impact to our consolidated financial statements.

CENG Put Option

Prior to August 6, 2021, we owned a 50.01% membership interest in CENG, a joint venture with EDF, which wholly owned the Calvert Cliffs and Ginna nuclear stations and Nine Mile Point Unit 1, in addition to an 82% undivided ownership interest in Nine Mile Point Unit 2. CENG is 100% consolidated in our financial statements.

On April 1, 2014, we entered into various agreements with EDF including a Nuclear Operating Services Agreement, an amended LLC Operating Agreement, an Employee Matters Agreement, and a Put Option Agreement, among others. Under the amended LLC Operating Agreement, CENG made a $400 million special distribution to EDF and committed to make preferred distributions to us until we had received aggregate distributions of $400 million plus a return of 8.50% per annum.

Under the terms of the Put Option Agreement, EDF had the option to sell its 49.99% equity interest in CENG exercisable beginning on January 1, 2016 and thereafter until June 30, 2022. On November 20, 2019, we received notice of EDF’s intention to exercise the put option, and the put automatically exercised on January 19, 2020 at the end of thesixty-day advance notice period. The transaction required approval by FERC and the NYPSC, which approvals were received on July 30, 2020 and April 15, 2021, respectively. On August 6, 2021, we entered into a settlement agreement pursuant to which we purchased EDF's equity interest in CENG for a net purchase price of $885 million, which included, among other things, an adjustment for EDF's share of the outstanding balance of the preferred distribution payable to us by CENG. The difference between the net purchase price and EDF's noncontrolling interest as of August 6, 2021 was recorded to Membership interest in the Consolidated Balance Sheet. As a result of the transaction, we also recorded deferred tax liabilities of $288 million in Membership interest in the Consolidated Balance Sheet. See Note 14 — Income Taxes for additional information.

The following table summarizes the effects of the changes in our ownership interest in CENG in Member's Equity:

(a)Represents non-cash activity in the consolidated financial statements.

Agreement for Sale of Our Biomass Facility

On April 28, 2021, we entered into a purchase agreement with ReGenerate Energy Holdings, LLC ("ReGenerate"), under which ReGenerate agreed to purchase our interest in the Albany Green Energy biomass facility. As a result, in the second quarter of 2021, we recorded a pre-tax impairment charge of $140 million in Operating and maintenance expense in the Consolidated Statement of Operations and Comprehensive Income. Completion of the transaction was subject to the satisfaction of various customary closing conditions that were satisfied in the second quarter of 2021. The sale was completed on June 30, 2021 for a net purchase price of $36 million.

Agreement for Sale of Our Solar Business

On December 8, 2020, we entered into an agreement with an affiliate of Brookfield Renewable, for the sale of a significant portion of our solar business, including 360 MWs of generation in operation or under construction across more than 600 sites across the United States. We retained certain solar assets not included in this agreement, primarily Antelope Valley.

Completion of the transaction contemplated by the sale agreement was subject to the satisfaction of several closing conditions that were satisfied in the first quarter of 2021. The sale was completed on March 31, 2021 for a purchase price of $810 million. We received cash proceeds of $675 million, net of $125 million long-term debt assumed by the buyer and certain working capital and other post-closing adjustments. We recognized a pre-tax gain of $68 million which is included in Gain on sales of assets and businesses in the Consolidated Statement of Operations and Comprehensive Income.