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ceg-20221231

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission
File Number

Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number

IRS Employer Identification Number

001-41137

CONSTELLATION ENERGY CORPORATION

87-1210716

(a Pennsylvania corporation)

1310 Point Street

Baltimore, Maryland 21231-3380

(833) 883-0162

333-85496

CONSTELLATION ENERGY GENERATION, LLC

23-3064219

(a Pennsylvania limited liability company)

200 Exelon Way

Kennett Square, Pennsylvania 19348-2473

(833) 883-0162

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

CONSTELLATION ENERGY CORPORATION:

Common Stock, without par value

CEG

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Constellation Energy Corporation

Yes

☐

Constellation Energy Generation, LLC

Yes

☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Constellation Energy Corporation

Yes

☐

Constellation Energy Generation, LLC

Yes

☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Constellation Energy Corporation

Yes

☐

Constellation Energy Generation, LLC

Yes

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Constellation Energy Corporation

Large Accelerated Filer

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

Constellation Energy Generation, LLC

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-accelerated Filer

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The estimated aggregate market value of the voting and non-voting common equity held by nonaffiliates of each registrant as of June 30, 2022 was as follows:


Constellation Energy Corporation			$18,711,601,222
Constellation Energy Generation, LLC			Not applicable

The number of shares outstanding of each registrant’s common stock as of January 31, 2023 was as follows:


Constellation Energy Corporation Common Stock, without par value			327,131,082
Constellation Energy Generation, LLC			Not applicable

Documents Incorporated by Reference

Portions of the Registrants’ Definitive Proxy Statement relating to the 2023 Annual Meeting of Shareholders are incorporated by reference into Part III of this report. The Registrants expect to file the Definitive Proxy Statement with the Securities and Exchange Commission within 120 days after December 31, 2022.

TABLE OF CONTENTS


		Page No.
GLOSSARY OF TERMS AND ABBREVIATIONS		1
FILING FORMAT		6
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION		6
WHERE TO FIND MORE INFORMATION		6

PART I
ITEM 1.	BUSINESS	7
	General	7
	Constellations Strategy and Outlook	19
	Employees	21
	Environmental Matters and Regulation	23
ITEM 1A.	RISK FACTORS	29
ITEM 1B.	UNRESOLVED STAFF COMMENTS	43
ITEM 2.	PROPERTIES	43
ITEM 3.	LEGAL PROCEEDINGS	46
ITEM 4.	MINE SAFETY DISCLOSURES	46
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES	46
ITEM 6.	RESERVED	48
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	49
	Executive Overview	49
	Significant 202 2 Transactions and Developments	49
	Other Key Business Drivers	50
	Critical Accounting Policies and Estimates	51
	Financial Results of Operations	58
	Liquidity and Capital Resources	68
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	77
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	83
	Constellation Energy Corporation	87
	Constellation Energy Generation, LLC	93
	Combined Notes to Consolidated Financial Statements	98
	1. Basis of Presentation	98
	2. Mergers, Acquisitions, and Dispositions	105
	3. Regulatory Matters	106
	4. Revenue from Contracts with Customers	112
	5. Segment Information	114
	6. Accounts Receivable	117
	7. Early Plant Retirements	119
	8. Property, Plant, and Equipment	121
	9. Jointly Owned Electric Utility Plant	122
	10. Asset Retirement Obligations	122
	11. Leases	127
	12. Asset Impairments	129
	13. Intangible Assets	130


	14. Income Taxes	131
	15. Retirement Benefits	135
	16. Derivative Financial Instruments	143
	17. Debt and Credit Agreements	148
	18. Fair Value of Financial Assets and Liabilities	154
	19. Commitments and Contingencies	163
	20. Stock-Based Compensation Plans	168
	21. Changes in Accumulated Other Comprehensive Income	170
	22. Variable Interest Entities	171
	23. Supplemental Financial Information	174
	24. Related Party Transactions	178
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	179
ITEM 9A.	CONTROLS AND PROCEDURES	179
ITEM 9B.	OTHER INFORMATION	180
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	180
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	180
ITEM 11.	EXECUTIVE COMPENSATION	181
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	182
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	182
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	182
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	183
ITEM 16.	FORM 10-K SUMMARY	189
SIGNATURES		190
	Constellation Energy Corporation	190
	Constellation Energy Generation, LLC	191

Table of Contents


GLOSSARY OF TERMS AND ABBREVIATIONS
Constellation Energy Corporation and Related Entities
CEG Parent						Constellation Energy Corporation
Constellation						Constellation Energy Generation, LLC (formerly Exelon Generation Company, LLC)
Registrants						CEG Parent and Constellation, collectively
Antelope Valley						Antelope Valley Solar Ranch One
CENG						Constellation Energy Nuclear Group, LLC
CR						Constellation Renewables, LLC (formerly ExGen Renewables IV, LLC)
CRP						Constellation Renewables Partners, LLC (formerly ExGen Renewables Partners, LLC)
FitzPatrick						James A. FitzPatrick nuclear generating station
Ginna						R. E. Ginna nuclear generating station
NER						NewEnergy Receivables LLC
NMP						Nine Mile Point nuclear generating station
RPG						Renewable Power Generation, LLC
SolGen						SolGen, LLC
TMI						Three Mile Island nuclear facility


Former Related Entities
Exelon						Exelon Corporation
ComEd						Commonwealth Edison Company
PECO						PECO Energy Company
BGE						Baltimore Gas and Electric Company
PHI						Pepco Holdings LLC (formerly Pepco Holdings, Inc.)
Pepco						Potomac Electric Power Company
DPL						Delmarva Power & Light Company

ACE						Atlantic City Electric Company
BSC						Exelon Business Services Company, LLC

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GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
ABO						Accumulated Benefit Obligation
AEC						Alternative Energy Credit that is issued for each megawatt hour of generation from a qualified alternative energy source
AESO						Alberta Electric Systems Operator



AOCI						Accumulated Other Comprehensive Income (Loss)
APBO						Accumulated Post-Retirement Benefit Obligation
ARC						Asset Retirement Cost
ARO						Asset Retirement Obligation

ASA						Asset Sale Agreement
Atomic Energy Act						Atomic Energy Act of 1954, as amended

Bcf						Billion cubic feet

Brookfield Renewable						Brookfield Renewable Partners, L.P.

CAISO						California ISO
CBAs						Collective Bargaining Agreements

CERCLA						Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended
CES						Clean Energy Standard
C&I						Commercial and Industrial
Clean Air Act						Clean Air Act of 1963, as amended
Clean Energy Law						Illinois Public Act 102-0062 signed into law on September 15, 2021
Clean Water Act						Federal Water Pollution Control Amendments of 1972, as amended
CMC						Carbon Mitigation Credit
CODM						Chief Operating Decision Maker

CORe						Constellation Offsite Renewables
CPP						Clean Power Plan
CTV						Constellation Technology Ventures

DCPSC						District of Columbia Public Service Commission

DEPSC						Delaware Public Service Commission
DOE						United States Department of Energy

DOJ						United States Department of Justice
DPP						Deferred Purchase Price



EBITDA						Earnings Before Interest, Tax, Depreciation and Amortization
EDF						Electricite de France SA and its subsidiaries

EFEC						Emissions-Free Energy Certificate

EMT						Everett Marine Terminal
EPA						United States Environmental Protection Agency

ERCOT						Electric Reliability Council of Texas
ERISA						Employee Retirement Income Security Act of 1974, as amended
EROA						Expected Rate of Return on Assets
ESG						Environmental, Social, and Governance

ERP						Enterprise Resource Program
EV						Electric Vehicle

Federal Power Act						Federal Power Act of 1920, as amended

FERC						Federal Energy Regulatory Commission


Former PECO Units						Limerick, Peach Bottom, and Salem nuclear generating units
Former ComEd Units						Braidwood, Byron, Dresden, LaSalle and Quad Cities nuclear generating units
FRCC						Florida Reliability Coordinating Council

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FRR						Fixed Resource Requirement
GAAP						Generally Accepted Accounting Principles in the United States

GHG						Greenhouse Gas

GWh						Gigawatt hour
ICC						Illinois Commerce Commission
ICE						Intercontinental Exchange


IPA						Illinois Power Agency
IRA						Inflation Reduction Act of 2022
IRC						Internal Revenue Code
IRS						Internal Revenue Service
ISO						Independent System Operator
ISO-NE						ISO New England Inc.
ITC						Investment Tax Credit


kWh						Kilowatt-hour
LIBOR						London Interbank Offered Rate

LLRW						Low-Level Radioactive Waste


LTIP						Long-Term Incentive Plan
MATS						U.S. EPA Mercury and Air Toxics Standards
MDE						Maryland Department of the Environment
MDPSC						Maryland Public Service Commission

MISO						Midcontinent Independent System Operator, Inc.

MOPR						Minimum Offer Price Rule
MRV						Market-Related Value
MPSC						Missouri Public Service Commission
MW						Megawatt
MWh						Megawatt hour
N/A						Not applicable
NAV						Net Asset Value
NASDAQ						Nasdaq Stock Market, Inc.
NDT						Nuclear Decommissioning Trust
NEIL						Nuclear Electric Insurance Limited

NEPA						National Environmental Policy Act of 1969
NERC						North American Electric Reliability Corporation
NGX						Natural Gas Exchange, Inc.
NJBPU						New Jersey Board of Public Utilities
NJDEP						New Jersey Department of Environmental Protection
Non-Regulatory Agreement Units						Nuclear generating units or portions thereof whose decommissioning-related activities are not subject to contractual elimination under regulatory accounting
NOSA						Nuclear Operating Services Agreement
NPDES						National Pollutant Discharge Elimination System
NPNS						Normal Purchase Normal Sale scope exception
NRC						Nuclear Regulatory Commission

NWPA						Nuclear Waste Policy Act of 1982
NYISO						New York ISO
NYMEX						New York Mercantile Exchange
NYPSC						New York Public Service Commission

OIESO						Ontario Independent Electricity System Operator
OPEB						Other Postretirement Employee Benefits

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PA DEP						Pennsylvania Department of Environmental Protection
PAPUC						Pennsylvania Public Utility Commission
PCAOB						Public Company Accounting Oversight Board
PBO						Projected Benefit Obligation

Pension Protection Act (the Act)						Pension Protection Act of 2006

PG&E						Pacific Gas and Electric Company
PJM						PJM Interconnection, LLC

PPA						Power Purchase Agreement
PP&E						Property, Plant, and Equipment
Price-Anderson Act						Price-Anderson Nuclear Industries Indemnity Act of 1957
PRP						Potentially Responsible Parties
PSDAR						Post-shutdown Decommissioning Activities Report
PSEG						Public Service Enterprise Group Incorporated
PTC						Production Tax Credit
PUCT						Public Utility Commission of Texas
PV						Photovoltaic

RCRA						Resource Conservation and Recovery Act of 1976, as amended
REC						Renewable Energy Credit which is issued for each megawatt hour of generation from a qualified renewable energy source
Regulatory Agreement Units						Nuclear generating units or portions thereof whose decommissioning-related activities are subject to contractual elimination under regulatory accounting

RFP						Request for Proposal

RGGI						Regional Greenhouse Gas Initiative
RIN						Renewable Identification Number
RMC						Risk Management Committee
RMP						Risk Management Policy
RNF						Revenue Net of Purchased Power and Fuel Expense
RNG						Renewable Natural Gas
ROE						Return on equity
ROU						Right-of-use

RPS						Renewable Energy Portfolio Standards




RTO						Regional Transmission Organization
S&P						Standard & Poor’s Ratings Services


SEC						United States Securities and Exchange Commission

SERC						SERC Reliability Corporation (formerly Southeast Electric Reliability Council)


SNF						Spent Nuclear Fuel
SOA						Society of Actuaries
SOFR						Secured Overnight Financing Rate
SOS						Standard Offer Service
SPP						Southwest Power Pool
SSA						Social Security Administration
STEM						Science, Technology, Engineering, and Mathematics




TWh						Terawatt-hour
U.S. Court of Appeals for the D.C. Circuit						United States Court of Appeals for the District of Columbia Circuit
VIE						Variable Interest Entity
WECC						Western Electric Coordinating Council
ZEC						Zero Emission Credit

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ZES						Zero Emission Standard

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FILING FORMAT

This combined Annual Report on Form 10-K is being filed separately by Constellation Energy Corporation and Constellation Energy Generation, LLC, (Registrants). Information contained herein relating to any individual Registrant is filed by the Registrant on its own behalf.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This report 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.

The factors that could cause actual results to differ materially from the forward-looking statements made by us include those factors discussed herein, including those factors discussed in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and Contingencies, and (d) other factors discussed in filings with the SEC by the Registrants.

Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this report.

WHERE TO FIND MORE INFORMATION

The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information that we file electronically with the SEC. These documents are also available to the public from commercial document retrieval services and our website at www.ConstellationEnergy.com. Information contained on our website shall not be deemed incorporated into, or to be a part of, this report.

Table of Contents

PART I


ITEM 1.

General

On February 21, 2021, the Board of Directors of Exelon Corporation (“Exelon”) authorized management to pursue a plan to separate its competitive generation and customer-facing energy businesses, conducted through Constellation Energy Generation, LLC (“Constellation”, formerly Exelon Generation Company, LLC) and its subsidiaries, into an independent, publicly traded company. Constellation Energy Corporation (“CEG Parent” or the “Company”), a Pennsylvania corporation and a direct, wholly owned subsidiary of Exelon, was newly formed for the purpose of separation and had not engaged in any activities except in preparation for the distribution. On February 1, 2022, Exelon completed the separation by distributing all the outstanding shares of the Company’s common stock, on a pro rata basis to the holders of Exelon’s common stock, with the Company holding all the interests in Constellation previously held by Exelon (the "Separation"). As of 2002, Constellation has been an individual registrant since the registration of their public debt securities under the Securities Act. As an individual registrant, Constellation has historically filed consolidated financial statements to reflect their financial position and operating results as a stand-alone, wholly owned subsidiary of Exelon.

Unless otherwise indicated or the context otherwise requires, references herein to the terms "we," "our," "us" and "the Company" refer collectively to CEG Parent and Constellation. See Glossary for defined terms.

Our Business

We are the nation’s largest producer of carbon-free energy and a leading supplier of energy products and services to businesses, homes, community aggregations and public sector customers across the continental United States, including three-fourths of Fortune 100 companies. Our generation fleet of nuclear, hydro, wind, natural gas, and solar generation facilities has the generating capacity to power the equivalent of 15 million homes, producing 11 percent of the carbon-free energy in the United States. Constellation’s fleet is helping to accelerate the nation’s transition to a carbon-free future with more than 32,355 megawatts of capacity and an annual output that is nearly 90 percent carbon-free. This makes us an important partner to businesses and state and local governments that are setting ambitious carbon-reduction goals and seeking long-term solutions to the climate crisis. We employ approximately 13,370 people, and do business in 48 states, the District of Columbia, Canada, and the United Kingdom.

Our generation fleet produces more clean, carbon-free energy than any other company in the United States. We are committed to a clean energy future, and we believe our generation fleet is essential to helping meet clean energy targets, at both the state and national level. Our customer-facing business is one of the nation's largest competitive energy suppliers, offering innovative solutions along the sustainability continuum to meet customer clean energy and climate goals.

Our Operations

We operate the largest carbon-free generation fleet in the nation and are one of the largest competitive electric generation companies in the country, as measured by owned and contracted MWs. Collectively, the combined fleet is nearly 90% carbon-free (based on generation output of electricity) and is the fourth largest generation portfolio in the U.S. in terms of total generation with meaningful geographic diversity.

Table of Contents

At December 31, 2022, our generating resources consisted of the following:


Type of Capacity			MWs
Owned generation assets(a)
Nuclear			20,895
Natural gas and oil			8,807
Renewable(b)			2,653
Owned generation assets			32,355
Contracted generation(c)			3,883
Total generating resources			36,238

__________

(a)Net generation capacity is stated at proportionate ownership share. See ITEM 2. PROPERTIES for additional information.

(b)Includes wind, hydroelectric, and solar generating assets.

(c)Electric supply procured under unit-specific agreements.

The following map illustrates the locations of our owned generation facilities as of December 31, 2022:

The Company's Generation Fleet Map(a)

https://cdn.kscope.io/78994efdd2aefca5f2d2b721751c5a97-ceg-20221231_g1.jpg

Owned Assets(b)

Nuclear

Wind

Gas/Other

Solar

Hydro

__________

(a)Note: One symbol is included per location. Some locations may have multiple generating units. Locations in tight geographic proximity may appear as one symbol. Units that are not currently operational are not captured.

(b)Does not reflect Grand Prairie Generating Station (Gas/Other), located in Alberta, Canada.

Table of Contents

We have five reportable segments, as described in the table below, representing the different geographical areas in which our owned generating resources are located and our customer-facing activities are conducted.


Segment	Net Generation Capacity (MWs)(a)	% of Net Generation Capacity		Geographical Area
Mid-Atlantic	10,495	32	%	Eastern half of PJM, which includes New Jersey, Maryland, Virginia, West Virginia, Delaware, the District of Columbia, and parts of Pennsylvania and North Carolina
Midwest	11,892	37	%	Western half of PJM and the United States footprint of MISO, excluding MISO’s Southern Region
New York	3,093	10	%	NYISO
ERCOT	3,610	11	%	Electric Reliability Council of Texas
Other Power Regions	3,265	10	%	New England, South, West, and Canada
Total	32,355	100	%

__________

(a)Net generation capacity is stated at proportionate ownership share as of December 31, 2022. See ITEM 2. PROPERTIES for additional information.

The following table shows sources of electric supply in GWhs for 2022 and 2021:


	Source of Electric Supply
	2022	2021
Nuclear(a)(b)	173,350	172,990
Purchases — non-trading portfolio	70,682	67,605
Natural gas and oil	21,563	19,960
Renewable(c)	6,049	6,577
Total Supply	271,644	267,132

__________

(a)Includes the proportionate share of output where we have an undivided ownership interest in jointly-owned generating plants and includes the total output of plans that are fully consolidated.

(b)2021 values have been revised from those previously reported to correctly reflect our 82% undivided ownership interest in Nine Mile Point Unit 2.

(c)Includes wind, hydroelectric, solar, and in 2021, biomass generating assets. See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information regarding the sale of our biomass facility.

Nuclear Facilities

Our nuclear fleet is the nation’s largest, with current generating capacity of approximately 21 gigawatts; it produced 173 terawatt hours of zero-emissions electricity during 2022 – enough to power 15.4 million homes and avoid more than 123 million metric tons of carbon emissions according to the EPA GHG Equivalencies Calculator. We have ownership interests in 13 nuclear generating stations currently in service, consisting of 23 units. As of December 31, 2022, we wholly own all our nuclear generating stations, except for undivided ownership interests in four jointly owned nuclear stations: Quad Cities (75% ownership), Peach Bottom (50% ownership), Salem (42.59% ownership), and Nine Mile Point Unit 2 (82% ownership), which are consolidated in our consolidated financial statements relative to our proportionate ownership interest in each unit. See ITEM 2. PROPERTIES for additional information on our nuclear facilities.

On August 6, 2021, Constellation and EDF entered into a settlement agreement pursuant to which we, through a wholly owned subsidiary, purchased EDF’s equity 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 the 82% undivided ownership interest in Nine Mile Point Unit 2. Prior to August 6, 2021, we had a 50.01% membership interest in CENG, however CENG is consolidated within our results for all periods presented. See Note 2 — Mergers, Acquisitions, and Dispositions and Note 22 — Variable Interest Entities of the Combined Notes to Consolidated

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Financial Statements for additional information regarding the acquisition of EDF's equity interest in CENG and the CENG consolidation.

We operate all of these nuclear generating stations, except for the two units at Salem, which are operated by PSEG Nuclear, LLC (an indirect, wholly owned subsidiary of PSEG), and we have consistently operated our nuclear plants at best-in-class levels. During 2022, 2021, and 2020, our nuclear generating facilities achieved capacity factors(a)