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Constellation Energy Corp

For the period ended Dec 31, 2024. Filed Feb 18, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 18, 2025

CEG$267.76-3.0%Stored close · as of Nov 10, 2026

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Contents

Financial Results of Operations

GAAP Results of Operations. The following table sets forth our consolidated GAAP Net Income (Loss) Attributable to Common Shareholders for the year ended December 31, 2024 compared to the same period in 2023. For additional information regarding the financial results for the years ended December 31, 2024 and 2023, see the discussions of Results of Operations below.

For the Years Ended December 31, · $ Change
2024 · 2023
GAAP Net Income (Loss) Attributable to Common Shareholders$3,749$1,623$2,126

Adjusted (non-GAAP) Operating Earnings. We utilize Adjusted (non-GAAP) Operating Earnings (and/or its per share equivalent) in our internal analysis, and in communications with investors and analysts, as a consistent measure for comparing our financial performance and discussing the factors and trends affecting our business. The presentation of Adjusted (non-GAAP) Operating Earnings is intended to complement and should not be considered an alternative to, nor more useful than, the presentation of GAAP Net Income.

The table below provides a reconciliation of GAAP Net Income to Adjusted (non-GAAP) Operating Earnings. Adjusted (non-GAAP) Operating Earnings is not a standardized financial measure and may not be comparable to other companies’ presentations of similarly titled measures.

Unless otherwise noted, the income tax impact of each reconciling adjustment between GAAP Net Income (Loss) Attributable to Common Shareholders and Adjusted (non-GAAP) Operating Earnings is based on the marginal statutory federal and state income tax rates, taking into account whether the income or expense item is taxable or deductible, respectively, in whole or in part. For all adjustments except the NDT fund investment returns, which are included in decommissioning-related activities, the marginal statutory income tax rate was 25.5% and 25.1% for the years ended December 31, 2024 and 2023, respectively. Under IRS regulations, NDT fund investment returns are taxed at different rates for investments if they are in qualified or non-qualified funds. The effective tax rates for the unrealized and realized gains and losses related to NDT funds were 54.8% and 52.4% for the years ended December 31, 2024 and 2023, respectively. The following table provides a reconciliation between GAAP Net Income (Loss) Attributable to Common Shareholders and Adjusted (non-GAAP) Operating Earnings for the year ended December 31, 2024 compared to the same period in 2023.

For the Years Ended December 31,
2024 · 2023
Earnings Per Share(a) · Earnings Per Share(a)
GAAP Net Income (Loss) Attributable to Common Shareholders$3,749$11.89$1,623$5.01
Unrealized (Gain) Loss on Fair Value Adjustments (net of taxes $346 and $169, respectively)(b)(1,026)(3.25)5061.56
Plant Retirements and Divestitures (net of taxes $9 and $2, respectively)280.09(7)(0.02)
Decommissioning-Related Activities (net of taxes $244 and $339, respectively)(c)(50)(0.16)(183)(0.56)
Pension & OPEB Non-Service (Credits) Costs (net of taxes $2 and $14, respectively)50.02(41)(0.13)
Separation Costs (net of taxes $3 and $21, respectively)(d)90.03620.19
ERP System Implementation Costs (net of taxes $3 and $6, respectively)80.02190.06
Change in Environmental Liabilities (net of taxes $22 and $11, respectively)650.21330.10
Income Tax-Related Adjustments(e)(52)(0.17)(9)(0.03)
Acquisition-Related Costs (net of taxes $2 and $3, respectively)60.0290.03
Asset Impairments (net of taxes $— and $9, respectively)——620.19
Noncontrolling Interests(f)(7)(0.02)(40)(0.12)
Adjusted (non-GAAP) Operating Earnings$2,735$8.67$2,034$6.28

(a)Amounts may not sum due to rounding. Earnings per share amount is based on average diluted common shares outstanding of 315 million and 324 million for the years ended December 31, 2024 and 2023, respectively.

(b)Includes mark-to-market on economic hedges, interest rate swaps, and fair value adjustments related to gas imbalances and equity investments.

(c)Reflects all gains and losses associated with NDTs, ARO accretion, ARC depreciation, ARO remeasurement, and impacts of contractual offset for Regulatory Agreement Units.

(d)Represents certain incremental costs related to the separation (system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation), including a portion of the amounts billed to us pursuant to the TSA. See Note 1 — Basis of Presentation of the Combined Notes to Consolidated Financial Statements for additional information.

(e)In 2024, primarily reflects the adjustment to deferred income taxes due to changes in forecasted apportionment.

(f)Represents elimination of the noncontrolling interest portion of certain adjustments included above.

Results of Operations

20242023$ Change
Operating revenues$23,568$24,918$(1,350)
Operating expenses
Purchased power and fuel11,41916,001(4,582)
Operating and maintenance6,1595,685474
Depreciation and amortization1,1231,09627
Taxes other than income taxes58655333
Total operating expenses19,28723,335(4,048)
Gain (loss) on sales of assets and businesses712744
Operating income (loss)4,3521,6102,742
Other income and (deductions)
Interest expense, net(506)(431)(75)
Other, net6701,268(598)
Total other income and (deductions)164837(673)
Income (loss) before income taxes4,5162,4472,069
Income tax (benefit) expense774859(85)
Equity in income (losses) of unconsolidated affiliates(4)(11)7
Net income (loss)3,7381,5772,161
Net income (loss) attributable to noncontrolling interests(11)(46)35
Net income (loss) attributable to common shareholders$3,749$1,623$2,126

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023. The variance in Net income (loss) attributable to common shareholders was favorable by $2,126 million primarily due to:

Favorable net mark-to-market activity and other fair value adjustments;

Favorable nuclear PTC activity related to the IRA beginning in 2024; and

Favorable market and portfolio conditions primarily driven by higher realized margins on load contracts and generation-to-load optimization.

The favorable items were partially offset by:

Higher labor (inclusive of incentives), contracting, and materials;

Lower unrealized gains resulting from an investment that became a publicly traded company in the second quarter of 2023;

Unfavorable net realized and unrealized NDT activity; and

Lower revenue recognized for ZECs delivered under the Illinois ZEC program in prior planning years.

Operating revenues. Our five reportable segments are Mid-Atlantic, Midwest, New York, ERCOT, and Other Power Regions. See Note 5 —Segment Information of the Combined Notes to Consolidated Financial Statements for additional information on these reportable segments.

Wholesale and retail sales of natural gas, as well as sales of other energy-related products and sustainable solutions and other miscellaneous business activities that are not significant to overall results of operations are reported under Other and not allocated to a region.

For the year ended December 31, 2024 compared to 2023, Operating revenues were as follows:

20242023$ Change% Change(a)
Mid-Atlantic$5,522$5,138$3847.5%
Midwest4,8054,6581473.2%
New York2,0502,021291.4%
ERCOT1,5501,34620415.2%
Other Power Regions5,5065,851(345)(5.9)%
Total reportable segment electric revenues19,43319,0144192.2%
Other3,8194,505(686)(15.2)%
Mark-to-market gains3161,399(1,083)
Total Operating revenues$23,568$24,918$(1,350)(5.4)%

Sales and Supply Sources. Our sales and supply sources by region are summarized below:

(GWhs)20242023Change% Change
Nuclear Generation(a)
Mid-Atlantic52,89853,012(114)(0.2)%
Midwest95,32193,7681,5531.7%
New York25,13425,546(412)(1.6)%
ERCOT8,3581,7216,637385.6%
Total Nuclear Generation181,711174,0477,6644.4%
Natural Gas, Oil and Renewables(a)
Mid-Atlantic2,1372,0141236.1%
Midwest1,1161,024929.0%
ERCOT14,77816,877(2,099)(12.4)%
Other Power Regions8,6928,5121802.1%
Total Natural Gas, Oil and Renewables26,72328,427(1,704)(6.0)%
Purchased Power
Mid-Atlantic15,72916,509(780)(4.7)%
Midwest928984(56)(5.7)%
ERCOT3,2495,530(2,281)(41.2)%
Other Power Regions41,07744,192(3,115)(7.0)%
Total Purchased Power60,98367,215(6,232)(9.3)%
Total Supply/Sales by Region
Mid-Atlantic70,76471,535(771)(1.1)%
Midwest97,36595,7761,5891.7%
New York25,13425,546(412)(1.6)%
ERCOT26,38524,1282,2579.4%
Other Power Regions49,76952,704(2,935)(5.6)%
Total Supply/Sales by Region269,417269,689(272)(0.1)%

(a)Includes the proportionate share of output where we have an undivided ownership interest in jointly-owned generating plants.

Nuclear Fleet Capacity Factor. The following table presents nuclear fleet operating data for our plants that reflects our ownership percentage for stations operated by us and excludes Salem and STP, which are operated by PSEG and STPNOC, respectively. The nuclear fleet capacity factor presented in the table is defined as the ratio of the actual output of a unit (or combination of units) over a period of time to its output if the unit had operated at net monthly mean capacity for that time period. We consider capacity factor to be a useful measure to analyze the nuclear fleet performance between periods. We have included the analysis below as a complement to the financial information provided in accordance with GAAP. However, these measures are not a presentation defined under GAAP and may not be comparable to other companies’ presentations or be more useful than the GAAP information provided elsewhere in this report.

20242023
Nuclear fleet capacity factor94.6%94.4%
Refueling outage days230256
Non-refueling outage days3651

Nuclear PTC. Beginning in 2024, our existing 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. We have evaluated and expect to meet the annual prevailing wage requirements at all 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 after 2024 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.

Many of the state-sponsored programs (i.e., ZECs and CMCs) 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. See Note 6 — Government Assistance of the Combined Notes to Consolidated Financial Statements for additional information on the nuclear PTC.

ZEC Prices. We are compensated through state programs for the carbon-free attributes of our nuclear generation. The following table includes the average ZEC reference prices ($/MWh) for each of our major regions in which state programs have been enacted. Gross prices reflect the weighted average price for the various delivery periods within the years ended December 31, 2024 and 2023 and may not necessarily reflect prices we ultimately realize as a result of interaction with the nuclear PTC discussed above.

State (Region)(a)20242023$ Change% Change
New Jersey (Mid-Atlantic)(b)$9.98$9.92$0.060.6%
Illinois (Midwest)(c)5.605.180.428.1%
New York (New York)18.2719.05(0.78)(4.1)%

(a)See ITEM 1. BUSINESS, Environmental Matters for additional information on the plants receiving payments through state programs.

(b)The ZEC price is expected to be $10.00/MWh for each delivery period and is subject to an annual update once full year generation is known. Following the latest annual update in August 2024, the ZEC price for the delivery period beginning June 2023 through May 2024 was calculated to be $9.95.

(c)See Note 4 — Revenue from Contracts with Customers of the Combined Notes to Consolidated Financial Statements for additional information on the Illinois ZEC program.

Illinois CMC Price. The price received (paid) for each CMC is determined by the IPA monthly and is based on the accepted CMC bid, less the sum of (a) monthly weighted average PJM Busbar price, (b) ComEd zone capacity price and (c) any federal tax credit or subsidy received by each qualifying plant and is subject to a customer protection cap ($30.30 per MWh for initial delivery period June 2022 through May 2023, $32.50 per MWh for the period June 2023 through May 2024 and $33.43 per MWh for the period June 2024 through May 2025). If the monthly CMC price per MWh calculation results in a net positive value, ComEd will multiply that value by the delivered quantity and pay the total to us. If the CMC price per MWh calculation results in a net negative value, we will multiply this value by the delivered quantity and pay the net value to ComEd. The average

CMC prices per MWh were $8.05 and $4.13 for the years ended December 31, 2024 and 2023, respectively. The average CMC prices may not necessarily reflect prices we ultimately realize as a result of interaction with the nuclear PTC discussed above.

Capacity Prices. We participate in capacity auctions in each of our major regions, except ERCOT which does not have a capacity market. We also incur capacity costs associated with load served, which are factored into customer sales prices. Capacity prices have a material impact on ouroperating revenues and purchased power and fuel expense. We report capacity on a net monthly basis within each region in either Operating revenues or Purchased power and fuel expense, depending on our net monthly position. The following table presents the average capacity prices ($/MW Day) for each of our major regions. Prices reflect the weighted average prices for the various auction periods within the years ended December 31, 2024 and 2023.

Location (Region)20242023$ Change% Change
Eastern Mid-Atlantic Area Council (Mid-Atlantic)$51.89$69.64$(17.75)(25.5)%
ComEd (Midwest)31.0948.64(17.55)(36.1)%
Rest of State (New York)106.44137.88(31.44)(22.8)%
Southeast New England (Other)581.6991.67490.02534.5%

Electricity Prices. As a producer and supplier of electricity, the price of electricity has a significant impact on our operating revenues and purchased power cost. We report the sale and purchase of electricity in the spot market on a net hourly basis in either Operating revenues or Purchased power and fuel expense within each region, depending on our net hourly position. The price of electricity is impacted by several variables, including but not limited to, the price of fuels, generation resources in the region, weather, ongoing competition, emerging technologies, as well as macroeconomic and regulatory factors. The following table presents an average day-ahead around-the-clock reference price ($/MWh) for the periods presented for each of our major regions and does not necessarily reflect prices we ultimately realized.

Location (Region)20242023$ Change% Change
PJM West (Mid-Atlantic)$33.74$33.06$0.682.1%
ComEd (Midwest)25.5026.64(1.14)(4.3)%
Central (New York)34.1226.977.1526.5%
North (ERCOT)26.9755.15(28.18)(51.1)%
Southeast Massachusetts (Other)(a)41.7037.354.3511.6%

(a)Reflects New England, which comprises the majority of the activity in the Other region.

For the year ended December 31, 2024 compared to 2023, changes in Operating revenues by region were approximately as follows:

$ Change% Change(a)Description
Mid-Atlantic$3847.5%• favorable estimated nuclear PTC revenue of $515• favorable retail load revenue of $135 primarily due tohigher contracted energy prices; partially offset by• unfavorable wholesale load revenue of ($100) primarily due to lower volumes• unfavorable net ZEC program revenue of ($80) due to estimated refund associated with Nuclear PTC• unfavorable settled economic hedges of ($60) due tosettled prices relative to hedged prices
$ Change% Change(a)Description
Midwest1473.2%• favorable estimated nuclear PTC revenue of $1,300; partially offset by• unfavorable net ZEC and CMC program revenue of ($750) due to decrease in ZEC revenue realized and estimated pass through associated with nuclear PTC• unfavorable settled economic hedges of ($205) due tosettled prices relative to hedged prices• unfavorable net generation and wholesale load revenue of ($85) primarily due to lower load volumes • unfavorable PJM performance bonuses of ($70) due to absence of favorable adjustment in 2023 associated with the December 2022 weather event
New York291.4%• favorable retail load revenue of $155 primarily due to higher load volumes and contracted energy prices• favorable estimated nuclear PTC revenue of $150; partially offset by• unfavorable net ZEC program revenue of ($180) due to estimated refund associated with nuclear PTC and decrease in ZEC price in current planning year• unfavorable settled economic hedges of ($120) due tosettled prices relative to hedged prices
ERCOT20415.2%• favorable settled economic hedges of $150 due to settled prices relative to hedged prices • favorable estimated nuclear PTC revenue of $110; partially offset by• unfavorable retail load revenue of ($100) primarily due to lower contracted energy prices
Other Power Regions(345)(5.9)%• unfavorable wholesale load revenue of ($515) primarily due to lower contracted prices and load volumes; partially offset by• favorable retail load revenue of $200 primarily due tohigher contracted energy prices
Other(686)(15.2)%• unfavorable gas revenue, inclusive of settled economic hedges, of ($555) primarily due to lower gas prices• no other individually significant items to note
Mark-to-market(b)(1,083)• gains on economic hedging activities of $316 in 2024 compared to gains of $1,399 in 2023
Total$(1,350)(5.4)%

(b)See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on mark-to-market gains and losses.

Purchased power and fuel. See Operating revenues above for discussion of our reportable segments and hedging strategies and for supplemental statistical data, including sales and supply sources by region, nuclear fleet capacity factor, capacity prices, and electricity prices.

Wholesale and retail natural gas activity, as well as other miscellaneous business activities that are not significant to overall results of operations are reported under Other and are not allocated to a region.

For the year ended December 31, 2024 compared to 2023, Purchased power and fuel expense were as follows:

20242023$ Change% Change(a)
Mid-Atlantic$2,442$2,214$22810.3%
Midwest1,6031,40320014.3%
New York597770(173)(22.5)%
ERCOT503764(261)(34.2)%
Other Power Regions4,2384,611(373)(8.1)%
Total electric purchased power and fuel9,3839,762(379)(3.9)%
Other2,9973,868(871)(22.5)%
Mark-to-market losses (gains)(961)2,371(3,332)
Total purchased power and fuel$11,419$16,001$(4,582)(28.6)%

For the year ended December 31, 2024 compared to 2023, changes in Purchased power and fuel expense by region were approximately as follows:

$ Change% Change(a)Description
Mid-Atlantic$22810.3%• unfavorable cost of ($100) associated with purchased power to supply load relative to generation volumes primarily driven by higher prices during peak load periods and higher net transmission costs• unfavorable settlement of economic hedges of ($75) due to settled prices relative to hedged prices
Midwest20014.3%• unfavorable cost of ($170) associated with purchased power to supply load relative to generation volumes primarily driven by higher net transmission costs• unfavorable nuclear fuel cost of ($55) primarily due to higher amortization rates related to the reversal of the previous decision in 2020 to retire certain sites
New York(173)(22.5)%• favorable settlement of economic hedges of $230 due to settled prices relative to hedged prices
ERCOT(261)(34.2)%• favorable cost of $245 associated with purchased power to supply load relative to generation volumes primarily due to higher generation volumes• favorable settlement of economic hedges of $70 due to settled prices relative to hedged prices
Other Power Regions(373)(8.1)%• favorable purchased power and fuel of $390 primarily due to lower energy prices and load served, partially offset by the expiration of the Mystic COS
$ Change% Change(a)Description
Other(871)(22.5)%• favorable net gas purchases, inclusive of settled economic hedges, of $730 primarily due to lower gasprices• favorable purchases in the United Kingdom, inclusive of settled economic hedges, of $95 primarily due to lower energy prices
Mark-to-market(b)(3,332)• gains on economic hedging activities of $961 in 2024 compared to losses of ($2,371) in 2023
Total$(4,582)(28.6)%

(b)See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on mark-to-market gains and losses.

The changes in Operating and maintenance expense consisted of the following:

2024 vs. 2023
Increase (Decrease)
Labor, other benefits, contracting, and materials(a)$495
Plant retirements and divestitures47
Change in environmental liabilities43
Decommissioning-related activities37
Nuclear refueling outage costs(b)6
Asset impairments(71)
Separation costs(90)
Other7
Total increase$474

(a)Primarily reflects increased employee incentive program costs, driven by stock compensation expense and Company performance exceeding relative metrics, increased headcount, and the acquisition of STP in November 2023.

(b)Includes the co-owned Salem and STP generating units.

Other, net was unfavorable for the year ended December 31, 2024 compared to the same period in 2023, due to activity described in the table below:

Income (Deductions)
For the Years Ended December 31,
20242023
Decommissioning-related activities(a)$567$803
Non-service net periodic benefit credit (cost)(8)54
Net realized and unrealized gains (losses) from equity investments11307
Other100104
Other, net$670$1,268

(a)Includes net realized and net unrealized gains (losses) on NDT fund investments, the elimination of decommissioning-related activities, and the elimination of income taxes related to all NDT fund activity for the Regulatory Agreement Units. See Note 10 — Asset Retirement Obligations and Note 22 — Supplemental Financial Information of the Combined Notes to Consolidated Financial Statements for additional information.

Effective income tax rates were 17.1% and 35.1% for the years ended December 31, 2024 and 2023, respectively. The change in effective tax rate in 2024 compared 2023 is primarily attributable to the inclusion of nuclear PTCs which are non-taxable. See Note 13 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information.

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