Constellation Reports Third Quarter 2025 Results
Earnings Release Highlights
-
GAAP Net Income of
$2.97 per share and Adjusted (non-GAAP) Operating Earnings of$3.04 per share for the third quarter of 2025 -
Narrowing full-year 2025 Adjusted (non-GAAP) Operating Earnings guidance range to
$9.05 –$9.45 per share -
Conowingo Dam received a water quality certification from theMaryland Department of the Environment (MDE) clearing the way for the re-licensing and continued operation of the dam’s hydroelectric facility
“We achieved one of the highest operating quarters for our nuclear fleet and advanced major milestones like our historic settlement with
“Constellation delivered adjusted operating earnings of
Third Quarter 2025
Our GAAP Net Income for the third quarter of 2025 decreased to
Adjusted (non-GAAP) Operating Earnings in the third quarter of 2025 primarily reflects:
- Favorable market and portfolio conditions and impact of nuclear outages, partially offset by lower nuclear PTC revenue due to higher anticipated gross receipts for the year
Recent Developments and Third Quarter Highlights
-
Conowingo Dam : InSeptember 2025 , we reached a settlement agreement with MDE,Lower Susquehanna Riverkeeper Association , and Waterkeepers Chesapeake, that resolves all outstanding issues related to obtaining a water quality certification from MDE. As a result, MDE issued a water quality certification, clearing the way for the re-licensing and continued operation of ourConowingo hydroelectric facility. The terms of the agreement include operational improvements and commitments for water quality and resiliency, trash and debris removal, aquatic life passage, freshwater mussel restoration, dredging and invasive species management.
-
Nuclear Operations: Our nuclear fleet, including our owned output from the
Salem andSouth Texas Project (STP) Generating Stations, produced 46,477 gigawatt-hours (GWhs) in the third quarter of 2025, compared with 45,510 GWhs in the third quarter of 2024. ExcludingSalem and STP, our nuclear plants at ownership achieved a 96.8% capacity factor for the third quarter of 2025, compared with 95.0% for the third quarter of 2024. There were 23 planned refueling outage days in the third quarter of 2025 and 37 in the third quarter of 2024 for sites we operate. There were five non-refueling outage days in the third quarter of 2025 and 20 in the third quarter of 2024 for sites we operate.
- Natural Gas, Oil, and Renewables Operations: The dispatch match rate for our gas and pumped storage fleet was 95.5% in the third quarter of 2025, compared with 98.2% in the third quarter of 2024. Renewable energy capture for our wind, solar and run-of-river hydro fleet was 96.8% in the third quarter of 2025, compared with 96.0% in the third quarter of 2024.
GAAP/Adjusted (non-GAAP) Operating Earnings Reconciliation
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 25.6% and 25.5% for the three months ended
|
(In millions, except per share data) |
Three Months Ended
|
|
Earnings Per
|
||||
|
GAAP Net Income (Loss) Attributable to Common Shareholders |
$ |
930 |
|
|
$ |
2.97 |
|
|
Unrealized (Gain) Loss on Fair Value Adjustments (net of taxes of |
|
94 |
|
|
|
0.30 |
|
|
Plant Retirements and Divestitures (net of taxes of |
|
(5 |
) |
|
|
(0.02 |
) |
|
Decommissioning-Related Activities (net of taxes of |
|
(117 |
) |
|
|
(0.37 |
) |
|
Pension & OPEB Non-Service (Credits) Costs (net of taxes of |
|
9 |
|
|
|
0.03 |
|
|
Acquisition-Related Costs (net of taxes of |
|
28 |
|
|
|
0.09 |
|
|
Change in Environmental Liabilities (net of taxes of $—) |
|
1 |
|
|
|
— |
|
|
Income Tax-Related Adjustments |
|
13 |
|
|
|
0.04 |
|
|
Noncontrolling Interests |
|
(1 |
) |
|
|
— |
|
|
Adjusted (non-GAAP) Operating Earnings |
$ |
952 |
|
|
$ |
3.04 |
|
|
(In millions, except per share data) |
Three Months Ended
|
|
Earnings Per
|
||||
|
GAAP Net Income (Loss) Attributable to Common Shareholders |
$ |
1,200 |
|
|
$ |
3.82 |
|
|
Unrealized (Gain) Loss on Fair Value Adjustments (net of taxes of |
|
(210 |
) |
|
|
(0.67 |
) |
|
Plant Retirements and Divestitures (net of taxes of |
|
30 |
|
|
|
0.10 |
|
|
Decommissioning-Related Activities (net of taxes of |
|
(195 |
) |
|
|
(0.62 |
) |
|
Pension & OPEB Non-Service (Credits) Costs (net of taxes of |
|
(2 |
) |
|
|
(0.01 |
) |
|
Change in Environmental Liabilities (net of taxes of |
|
5 |
|
|
|
0.02 |
|
|
ERP System Implementation Costs (net of taxes of $—) |
|
1 |
|
|
|
— |
|
|
Income Tax Related Adjustments |
|
33 |
|
|
|
0.11 |
|
|
Noncontrolling Interests |
|
(2 |
) |
|
|
(0.01 |
) |
|
Adjusted (non-GAAP) Operating Earnings |
$ |
860 |
|
|
$ |
2.74 |
|
|
_______ |
|||||||
|
(1) Amounts may not sum due to rounding. Earnings per share amount is based on average diluted common shares outstanding of 313 million and 314 million for the three months ended |
|||||||
Webcast Information
We will discuss third quarter 2025 earnings in a conference call scheduled for today at
About Constellation
Non-GAAP Financial Measures
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 tables above provide 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.
Due to the forward-looking nature of our Adjusted (non-GAAP) Operating Earnings guidance, we are unable to reconcile this non-GAAP financial measure to GAAP Net Income given the inherent uncertainty required in projecting gains and losses associated with the various fair value adjustments required by GAAP. These adjustments include future changes in fair value impacting the derivative instruments utilized in our current business operations, as well as the debt and equity securities held within our nuclear decommissioning trusts, which may have a material impact on our future GAAP results.
Cautionary Statements Regarding Forward-Looking Information
This press release 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
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
Investors are cautioned not to place undue reliance on these forward-looking statements, whether written or oral, which apply only as of the date of this press release. 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 press release.
|
|
|||||||||||||||||||
|
GAAP Consolidated Statements of Operations and |
|||||||||||||||||||
|
Adjusted (non-GAAP) Operating Earnings Reconciling Adjustments |
|||||||||||||||||||
|
(unaudited) |
|||||||||||||||||||
|
(in millions, except per share data) |
|||||||||||||||||||
|
|
Three Months Ended |
|
Three Months Ended |
||||||||||||||||
|
|
GAAP (a) |
|
Non-GAAP
|
|
|
|
GAAP (a) |
|
Non-GAAP
|
|
|
||||||||
|
Operating revenues |
$ |
6,570 |
|
|
$ |
140 |
|
|
(b),(c) |
|
$ |
6,550 |
|
|
$ |
(517 |
) |
|
(b),(c) |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Purchased power and fuel |
|
3,567 |
|
|
|
2 |
|
|
(b) |
|
|
3,119 |
|
|
|
(113 |
) |
|
(b) |
|
Operating and maintenance |
|
1,511 |
|
|
|
(100 |
) |
|
(c),(f),(h),(j) |
|
|
1,535 |
|
|
|
(14 |
) |
|
(c),(e),(f),(h) |
|
Depreciation and amortization |
|
241 |
|
|
|
(23 |
) |
|
(c) |
|
|
266 |
|
|
|
(50 |
) |
|
(c),(f) |
|
Taxes other than income taxes |
|
165 |
|
|
|
— |
|
|
|
|
|
165 |
|
|
|
— |
|
|
|
|
Total operating expenses |
|
5,484 |
|
|
|
|
|
|
|
5,085 |
|
|
|
|
|
||||
|
Gain (loss) on sales of assets and businesses |
|
— |
|
|
|
— |
|
|
|
|
|
2 |
|
|
|
(2 |
) |
|
(f) |
|
Operating income (loss) |
|
1,086 |
|
|
|
|
|
|
|
1,467 |
|
|
|
|
|
||||
|
Other income and (deductions) |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Interest expense, net |
|
(134 |
) |
|
|
6 |
|
|
(b) |
|
|
(147 |
) |
|
|
18 |
|
|
(b) |
|
Other, net |
|
443 |
|
|
|
(400 |
) |
|
(b),(c),(d) |
|
|
325 |
|
|
|
(314 |
) |
|
(b),(c),(d) |
|
Total other income and (deductions) |
|
309 |
|
|
|
|
|
|
|
178 |
|
|
|
|
|
||||
|
Income (loss) before income taxes |
|
1,395 |
|
|
|
|
|
|
|
1,645 |
|
|
|
|
|
||||
|
Income tax (benefit) expense |
|
466 |
|
|
|
(156 |
) |
|
(b),(c)(d),(f),(i),(j) |
|
|
449 |
|
|
|
(300 |
) |
|
(b),(c)(d),(f),(h),(i) |
|
Net income (loss) |
|
929 |
|
|
|
|
|
|
|
1,196 |
|
|
|
|
|
||||
|
Net income (loss) attributable to noncontrolling interests |
|
(1 |
) |
|
|
1 |
|
|
(g) |
|
|
(4 |
) |
|
|
2 |
|
|
(g) |
|
Net income (loss) attributable to common shareholders |
$ |
930 |
|
|
|
|
|
|
$ |
1,200 |
|
|
|
|
|
||||
|
Effective tax rate |
|
33.4 |
% |
|
|
|
|
|
|
27.3 |
% |
|
|
|
|
||||
|
Earnings per average common share |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic |
$ |
2.98 |
|
|
|
|
|
|
$ |
3.83 |
|
|
|
|
|
||||
|
Diluted |
$ |
2.97 |
|
|
|
|
|
|
$ |
3.82 |
|
|
|
|
|
||||
|
Average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic |
|
313 |
|
|
|
|
|
|
|
313 |
|
|
|
|
|
||||
|
Diluted |
|
313 |
|
|
|
|
|
|
|
314 |
|
|
|
|
|
||||
|
__________ |
||
|
(a) |
Results reported in accordance with GAAP. |
|
|
(b) |
Adjustment for mark-to-market on economic hedges, interest rate swaps, and fair value adjustments related to gas imbalances and equity investments. |
|
|
(c) |
Adjustment for all gains and losses associated with Nuclear Decommissioning Trusts (NDT), Asset Retirement Obligation (ARO) accretion, Asset Retirement Cost (ARC) Depreciation, ARO remeasurement, and any earnings neutral impacts of contractual offset for Regulatory Agreement Units. |
|
|
(d) |
Adjustment for Pension and Other Postretirement Employee Benefits (OPEB) Non-Service credits. |
|
|
(e) |
In 2024, adjustment for costs related to a multi-year Enterprise Resource Program (ERP) system implemented in the first quarter of 2024. |
|
|
(f) |
Adjustments related to plant retirements and divestitures. |
|
|
(g) |
Adjustment for elimination of the noncontrolling interest related to certain adjustments. |
|
|
(h) |
Adjustment for changes in environmental liabilities. |
|
|
(i) |
Adjustment to deferred income taxes due to changes in forecasted apportionment. |
|
|
(j) |
In 2025, reflects acquisition-related costs associated with the proposed |
|
|
|
|||||||||||||||||||
|
GAAP Consolidated Statements of Operations and |
|||||||||||||||||||
|
Adjusted (non-GAAP) Operating Earnings Reconciling Adjustments |
|||||||||||||||||||
|
(unaudited) |
|||||||||||||||||||
|
(in millions, except per share data) |
|||||||||||||||||||
|
|
Nine Months Ended |
|
Nine Months Ended |
||||||||||||||||
|
|
GAAP (a) |
|
Non-GAAP
|
|
|
|
GAAP (a) |
|
Non-GAAP
|
|
|
||||||||
|
Operating revenues |
$ |
19,459 |
|
|
$ |
339 |
|
|
(b),(c) |
|
$ |
18,186 |
|
|
$ |
(774 |
) |
|
(b),(c) |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Purchased power and fuel |
|
11,083 |
|
|
|
(5 |
) |
|
(b) |
|
|
8,828 |
|
|
|
409 |
|
|
(b) |
|
Operating and maintenance |
|
4,673 |
|
|
|
(254 |
) |
|
(c),(g),(i),(k) |
|
|
4,666 |
|
|
|
(213 |
) |
|
(c),(d),(f),(g),(i) |
|
Depreciation and amortization |
|
743 |
|
|
|
(92 |
) |
|
(c),(g) |
|
|
868 |
|
|
|
(174 |
) |
|
(c),(g) |
|
Taxes other than income taxes |
|
472 |
|
|
|
— |
|
|
|
|
|
446 |
|
|
|
— |
|
|
|
|
Total operating expenses |
|
16,971 |
|
|
|
|
|
|
|
14,808 |
|
|
|
|
|
||||
|
Gain (loss) on sales of assets and businesses |
|
— |
|
|
|
— |
|
|
|
|
|
2 |
|
|
|
(2 |
) |
|
(g) |
|
Operating income (loss) |
|
2,488 |
|
|
|
|
|
|
|
3,380 |
|
|
|
|
|
||||
|
Other income and (deductions) |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Interest expense, net |
|
(398 |
) |
|
|
38 |
|
|
(b) |
|
|
(416 |
) |
|
|
17 |
|
|
(b) |
|
Other, net |
|
729 |
|
|
|
(631 |
) |
|
(b),(c),(e) |
|
|
693 |
|
|
|
(645 |
) |
|
(b),(c),(e) |
|
Total other income and (deductions) |
|
331 |
|
|
|
|
|
|
|
277 |
|
|
|
|
|
||||
|
Income (loss) before income taxes |
|
2,819 |
|
|
|
|
|
|
|
3,657 |
|
|
|
|
|
||||
|
Income tax (benefit) expense |
|
928 |
|
|
|
(244 |
) |
|
(b),(c),(e),(g),(i),(j),(k) |
|
|
768 |
|
|
|
(504 |
) |
|
(b),(c),(d),(e),(f),(g),(i),(j) |
|
Equity in income (losses) of unconsolidated affiliates |
|
— |
|
|
|
— |
|
|
|
|
|
(1 |
) |
|
|
— |
|
|
|
|
Net income (loss) |
|
1,891 |
|
|
|
|
|
|
|
2,888 |
|
|
|
|
|
||||
|
Net income (loss) attributable to noncontrolling interests |
|
4 |
|
|
|
4 |
|
|
(h) |
|
|
(9 |
) |
|
|
5 |
|
|
(h) |
|
Net income (loss) attributable to common shareholders |
$ |
1,887 |
|
|
|
|
|
|
$ |
2,897 |
|
|
|
|
|
||||
|
Effective tax rate |
|
32.9 |
% |
|
|
|
|
|
|
21.0 |
% |
|
|
|
|
||||
|
Earnings per average common share |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic |
$ |
6.02 |
|
|
|
|
|
|
$ |
9.20 |
|
|
|
|
|
||||
|
Diluted |
$ |
6.02 |
|
|
|
|
|
|
$ |
9.17 |
|
|
|
|
|
||||
|
Average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic |
|
313 |
|
|
|
|
|
|
|
315 |
|
|
|
|
|
||||
|
Diluted |
|
314 |
|
|
|
|
|
|
|
316 |
|
|
|
|
|
||||
|
__________ |
||
|
(a) |
Results reported in accordance with GAAP. |
|
|
(b) |
Adjustment for mark-to-market on economic hedges interest rate swaps, and fair value adjustments related to gas imbalances and equity investments. |
|
|
(c) |
Adjustment for all gains and losses associated with NDTs, ARO accretion, ARC Depreciation, ARO remeasurement, and any earnings neutral impacts of contractual offset for Regulatory Agreement Units. |
|
|
(d) |
In 2024, adjustment for 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 transition services agreement (TSA). |
|
|
(e) |
Adjustment for Pension and OPEB Non-Service credits. |
|
|
(f) |
In 2024, adjustment for costs related to a multi-year ERP system implemented in the first quarter of 2024. |
|
|
(g) |
Adjustments related to plant retirements and divestitures. |
|
|
(h) |
Adjustment for elimination of the noncontrolling interest related to certain adjustments. |
|
|
(i) |
Adjustment for changes in environmental liabilities. |
|
|
(j) |
Adjustment to deferred income taxes due to changes in forecasted apportionment. |
|
|
(k) |
In 2025, reflects acquisition-related costs associated with the proposed |
|
View source version on businesswire.com: https://www.businesswire.com/news/home/20251106585383/en/
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