United States securities and exchange commission logo

                            August 23, 2021

       Carter Culver
       Senior Vice President & Deputy General Counsel
       Constellation Newholdco, Inc.
       c/o Exelon Corporation
       10 South Dearborn Street
       P.O. Box 805379
       Chicago, Illinois 60680-5379

                                                        Re: Constellation
Newholdco, Inc.
                                                            Draft Registration
Statement on Form 10-12B
                                                            Submitted July 26,
                                                            CIK 0001868275

       Dear Mr. Culver:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form 10-12B

       Summary, page 2

   1.                                                   We note your disclosure
that your information statement contains estimates and
                                                        projections regarding
market and industry data that were obtained from internal Company
                                                        estimates as well as
third-party sources, such as market research, consultant surveys,
                                                        publicly available
information and industry publications and surveys. Please revise to
                                                        include the names and
dates of these studies or reports. To the extent that you
                                                        commissioned any of the
third-party data that you use in the prospectus, also provide the
                                                        consent of the
third-party in accordance with Rule 436. Please also provide us with
 Carter Culver
FirstName  LastNameCarter  Culver
Constellation Newholdco, Inc.
August 23, NameConstellation
            2021              Newholdco, Inc.
Page 2 23, 2021 Page 2
FirstName LastName
         supplemental support, or in the alternative provide citations, for all
statements that relate
         to your competitive position within your industry or your market
2.       You state that you are "America   s leading clean energy company."
Revise to substantiate
         this claim and your other competitive statements in the first
paragraph on page 1.
Reasons for the Separation, page 11

3.       Please expand the disclosure to further describe the differences
between Exelon   s
            competitive generation and customer-facing energy businesses    and
its    regulated
         electric distribution and transmission and gas distribution
Our results could be negatively affected by the impacts of COVID-19, page 23

4.       You disclose that COVID-19 "could" negatively affect your ability to
operate your
         generating assets, your ability to access capital markets, and your
results of operations.
         Please revise your disclosure here and elsewhere as appropriate to
clarify that COVID-19
         has impacted you and disclose any material effects of COVID-19 on your
         financial condition and results of operations. In this regard, we note
your disclosure on
         page 95 that the estimated impact to your net income was approximately
$170 million for
         the year ended December 31, 2020. Also discuss what management expects
         pandemic's future impact will be, how management is responding to
evolving events, and
         how it is planning for COVID-19- related uncertainties. For guidance,
consider the
         Division of Corporation Finance's Disclosure Guidance Topics Nos. 9 &
9A, available on
         our website.
We could be negatively affected by the impacts of weather, page 25

5.       You disclose on page 96 that beginning on February 15, 2021, your
         generating assets within the ERCOT market, specifically Colorado Bend
II, Wolf Hollow
         II, and Handley, experienced periodic outages as a result of
historically severe cold
         weather conditions. You also disclose that Exelon and Generation
estimate a reduction in
         net income of approximately $670 million to $820 million for the full
year 2021 arising
         from these market and weather conditions. Please expand this risk
factor to reflect this
The Separation
Background, page 38

6.       Please revise to disclose whether the Exelon board of directors
considered alternatives to
         the spin-off transaction and, if so, why those alternatives were not
7.       We note the disclosure on page 38 that "each holder of Exelon common
stock will receive
         share of [y]our common stock for every share of Exelon common stock
         record date." Please clarify that the issuance of shares of the
Company   s common
         stock is based on the current assumption of one share of your common
stock for each
 Carter Culver
FirstName  LastNameCarter  Culver
Constellation Newholdco, Inc.
August 23, NameConstellation
            2021              Newholdco, Inc.
Page 3 23, 2021 Page 3
FirstName LastName
         share of Exelon common stock outstanding on the record date on a pro
rata basis.
Unaudited Pro Forma Condensed Consolidated Financial Statements, page 47

8.       Please expand your disclosure to present historical basic and diluted
per share amounts
         based on continuing operations attributable to the controlling
interests and the number of
         shares used to calculate such per share amounts on the face of the pro
forma condensed
         statement of operations. Refer to Rule 11-02-(a)(9)(i) of Regulation
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page

9.       You disclose under Our Competitive Strengths that your commitment to
an investment
         grade credit rating remains paramount and that you view a strong
balance sheet as a
         competitive strength that will position you to pursue value enhancing
opportunities. We
         also note that S&P lowered your senior unsecured debt rating to    BBB
   from    BBB+    on
         November 4, 2020 and to    BBB-    from    BBB    on February 24,
2021. Please discuss and
         analyze material changes in your financial position. Please refer to
Item 303 of
         Regulation S-K.
Results of Operations , page 104

10.      You disclose revenues net of purchased power and fuel expense (   RNF
 ) on
         a consolidated and segment basis. Your current disclosure of RNF on a
consolidated basis
         outside of the segment footnote is a non-GAAP measure. Given that this
measure reduces
         your reported revenue by a non-revenue line item, explain to us your
basis for presenting
         this as a measure of revenue. If revenues net of purchased power and
fuel expense is
         intended to be presented as a measure of gross profit, tell us whether
you considered the
         use of a different caption and the presentation of a reconciliation
for this non-
         GAAP measure to the most directly comparable GAAP measures, i.e. gross
margin that
         includes depreciation, depletion and amortization. See Item
10(e)(1)(i)(B) of
         Regulation S-K.
11.      Please discuss and analyze the operating revenues and purchased power
and fuel expense
         line items on a consolidated basis in your results of operations.
Please also quantify the
         underlying reasons for material changes in RNF by region disclosed on
page 108. Please
         refer to Item 303(b) of Regulation S-K.
Liquidity and Capital Resources, page 110

12.      You disclose that changes in your cash flows from operations were
generally consistent
         with changes in results of operations, as adjusted by changes in
working capital in the
         normal course of business. Please revise to discuss and analyze why
Changes in working
         capital and other noncurrent assets and liabilities decreased by
$2.633 billion in 2020.
         Please also discuss and analyze why net cash flows provided by
operating activities
         declined from $3.9 billion in 2018 to $584 million in 2020.
 Carter Culver
Constellation Newholdco, Inc.
August 23, 2021
Page 4
Certain Relationships and Related Party Transactions
Agreements with Exelon Related to the Separation, page 154

13.   Please revise to describe the material terms of each of your transition
services agreement,
      tax matters agreement, and employment matters agreement.
Financial Statements
Consolidated Statements of Cash Flows, page F-5

14.   You disclose a $4.4 billion decrease in net cash flows provided by
operating activities in
      Other Assets and Liabilities in 2020. Please disaggregate the material
amounts of Other
      Assets and Liabilities that comprise the $4.4 billion net decrease in
cash flows provided
      by operating activities in 2020.

15.   We note your disclosure that you expect that Generation will enter into
an amended and
      restated credit agreement providing for a revolving credit facility.
Please file a copy of
      this agreement as an exhibit when it is available. In addition, please
file the indenture
      governing Generation's $4.2 billion aggregate principal amount of senior
      outstanding and any material project financing credit agreements. Refer
to Item 601(b) of
      Regulation S-K.

16.   We note your disclosure that no vote of Exelon stockholders is required
in connection
      with the spin-off. Please provide us with a legal analysis regarding the
basis for that
        You may contact Robert Babula, Staff Accountant, at 202-551-3339 or Gus
Accounting Branch Chief, at 202-551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at
202-551-3642 with
any other questions.

FirstName LastNameCarter Culver
                                                            Division of
Corporation Finance
Comapany NameConstellation Newholdco, Inc.
                                                            Office of Energy &
August 23, 2021 Page 4
cc:       Tiffany Chan, Esq.
FirstName LastName