| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |||||||||||
| Washington, D.C. 20549 | |||||||||||
| FORM | |||||||||||
| CURRENT REPORT | ||||||||
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||
| Date of Report (Date of earliest event reported) | ||||||||
| Commission File Number | Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number | IRS Employer Identification Number | ||||||||||||
(a | ||||||||||||||
(a | ||||||||||||||
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
| 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: | ||||||||||||||
| Indicate by check mark whether any of the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
Emerging growth company | |||||
| If an emerging growth company, indicate by check mark if any of the registrants have 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. ☐ | ||
Section 2 - Financial Information
Item 2.02. Results of Operations and Financial Condition
Section 7 - Regulation FD
Item 7.01. Regulation FD Disclosure
On November 4, 2024, Constellation Energy Corporation (Nasdaq: CEG) announced via press release its results for the third quarter ended September 30, 2024. A copy of the press release and related attachments are attached hereto as Exhibit 99.1. Also attached as Exhibit 99.2 to this Current Report on Form 8-K are the presentation slides to be used during the third quarter 2024 earnings conference call. This Form 8-K and the attached exhibits are provided under Items 2.02, 7.01 and 9.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.
We have scheduled the conference call for 10:00 AM ET on November 4, 2024. To access the call by phone, please follow the registration link available on the Investor Relations page of our website: https://investors.constellationenergy.com. The call will also be webcast and archived on the Investor Relations page of our website. Media representatives are invited to participate on a listen-only basis.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | ||||
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
| 104 | The cover page from the Current Report on Form 8-K, formatted as Inline XBRL. | ||||
* * * * *
This combined Current Report on Form 8-K is being furnished separately by Constellation Energy Corporation and Constellation Energy Generation, LLC, (collectively, the "Registrants"). Information contained herein relating to one of the Registrants has been furnished by such Registrant on its own behalf. Neither Registrant makes any representation as to information relating to the other Registrant.
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 the Registrants include those factors discussed herein, as well as the items discussed in (1) the Registrants' 2023 Annual Report on Form 10-K 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, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and Contingencies; (2) the Registrants' Third Quarter 2024 Quarterly Report on Form 10-Q (to be filed on November 4, 2024) in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 13, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Registrants.
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 report. 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 report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONSTELLATION ENERGY CORPORATION | |||||
| /s/ Daniel L. Eggers | |||||
| Daniel L. Eggers | |||||
| Executive Vice President and Chief Financial Officer | |||||
| Constellation Energy Corporation | |||||
| CONSTELLATION ENERGY GENERATION, LLC | |||||
| /s/ Daniel L. Eggers | |||||
| Daniel L. Eggers | |||||
| Executive Vice President and Chief Financial Officer | |||||
| Constellation Energy Generation, LLC | |||||
November 4, 2024
EXHIBIT INDEX
| Exhibit No. | Description | ||||
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
| 104 | The cover page from the Current Report on Form 8-K, formatted as Inline XBRL. | ||||
Exhibit 99.1
News Release
| Contact: | Paul Adams Corporate Communications 667-218-7700 Emily Duncan Investor Relations 833-447-2783 | |||||||
CONSTELLATION REPORTS THIRD QUARTER 2024 RESULTS
Earnings Release Highlights
•GAAP Net Income of $3.82 per share and Adjusted (non-GAAP) Operating Earnings of $2.74 per share for the third quarter of 2024
•Raising midpoint and narrowing full-year 2024 Adjusted (non-GAAP) Operating Earnings guidance range to $8.00 – $8.40 per share
•Announced the signing of a 20-year power purchase agreement with Microsoft that will support the launch of the Crane Clean Energy Center
Baltimore (Nov. 4, 2024) — Constellation Energy Corporation (Nasdaq: CEG) today reported its financial results for the third quarter of 2024.
“The importance of AI and the data economy to America’s economic competitiveness and national security can’t be overstated, and Constellation will do our part to meet the moment. Our customers are looking for clean, emissions-free energy that they can rely on in every hour of every day, and nothing exemplifies that imperative more than our 20-year agreement with Microsoft to restart the Crane Clean Energy Center,” said Joe Dominguez, president and CEO, Constellation. “There is no more important commodity in the world today than clean energy that is there when you need it. We continue to see opportunities to add clean energy to the grid by extending the life and increasing the output of our nuclear fleet to meet the nation’s growing needs in a way that creates jobs, benefits grid reliability and protects the environment.”
“Our generation fleet performed exceptionally well during the quarter, and we are on track to beat our average refueling outage duration by more than 2 days which is more than 50% below the industry average,” said Dan Eggers, chief financial officer, Constellation. “Our commercial team continued to create exceptional value through optimizing both our generation and load businesses. As a result, we are raising Adjusted (non-GAAP) Operating Earnings guidance range for the full year to $8.00 – $8.40 per share, up from $7.60 – $8.40 per share. This guidance is built upon a strong financial foundation in the third quarter, including Adjusted (non-GAAP) Operating Earnings of $2.74 per share, up from $2.13 per share in the same quarter last year.”
1
Third Quarter 2024
Our GAAP Net Income for the third quarter of 2024 increased to $3.82 per share from $2.26 per share in the third quarter of 2023. Adjusted (non-GAAP) Operating Earnings for the third quarter of 2024 increased to $2.74 per share from $2.13 per share in the third quarter of 2023. For the reconciliations of GAAP Net Income (Loss) to Adjusted (non-GAAP) Operating Earnings, refer to the GAAP/Adjusted (non-GAAP) Operating Earnings Reconciliation section below.
Adjusted (non-GAAP) Operating Earnings in the third quarter of 2024 primarily reflects:
•Favorable nuclear PTC portfolio results and favorable net market and portfolio conditions; partially offset by unfavorable labor (inclusive of incentives), contracting and materials, and impacts of nuclear outages in 2024 compared to 2023.
Recent Developments and Third Quarter Highlights
•Announcing Crane Clean Energy Center: During the third quarter of 2024, we executed a 20-year PPA with Microsoft that will support the restart of Three Mile Island Unit 1, renamed as the Crane Clean Energy Center, which was retired in 2019 for economic reasons. Under the agreement, Microsoft will purchase the output generated from the renewed plant as part of its goal to help power its data centers in PJM with clean energy. We expect Crane will also be eligible for the technology-neutral clean electricity PTC (45Y) provided for by the IRA for its first 10 years of operations. We estimate the project will require approximately $1.6 billion of cash from operations for capital expenditures necessary to restart the plant, with an estimated in-service date of 2028. The restart of the plant and delivery of electricity under the PPA is subject to certain regulatory approvals, including the NRC comprehensive safety and environmental review, as well as permits from relevant state and local agencies. Additionally, through a separate request, we will pursue obtaining a renewed license that will extend operations at the plant to at least 2054.
•Nuclear Operations: Our nuclear fleet, including our owned output from the Salem and South Texas Project (STP) Generating Stations, produced 45,510 gigawatt-hours (GWhs) in the third quarter of 2024, compared with 44,125 GWhs in the third quarter of 2023. Excluding Salem and STP, our nuclear plants at ownership achieved a 95.0% capacity factor for the third quarter of 2024, compared with 97.2% for the third quarter of 2023. There were 37 planned refueling outage days in the third quarter of 2024 and 20 in the third quarter of 2023 for sites we operate. There were 20 non-refueling outage days in the third quarter of 2024 and 10 in the third quarter of 2023 for sites we operate.
•Natural Gas, Oil, and Renewables Operations: The dispatch match rate for our fleet was 98.2% in the third quarter of 2024, compared with 98.5% in the third quarter of 2023. Renewable energy capture for our fleet was 96.0% in the third quarter of 2024, compared with 96.6% in the third quarter of 2023.
2
GAAP/Adjusted (non-GAAP) Operating Earnings Reconciliation
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 three months ended September 30, 2024 and 2023. 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 54.6% and 52.6% for the three months ended September 30, 2024 and 2023, respectively. Adjusted (non-GAAP) Operating Earnings for the third quarter of 2024 and 2023, respectively, does not include the following items (after tax) that were included in our reported GAAP Net Income (Loss):
(In millions, except per share data) | Three Months Ended September 30, 2024 | Earnings Per Share(1) | ||||||||||||
| GAAP Net Income (Loss) Attributable to Common Shareholders | $ | 1,200 | $ | 3.82 | ||||||||||
Unrealized (Gain) Loss on Fair Value Adjustments (net of taxes of $72) | (210) | (0.67) | ||||||||||||
Plant Retirements and Divestitures (net of taxes of $10) | 30 | 0.10 | ||||||||||||
Decommissioning-Related Activities (net of taxes of $207) | (195) | (0.62) | ||||||||||||
Pension & OPEB Non-Service (Credits) Costs (net of taxes of $1) | (2) | (0.01) | ||||||||||||
ERP System Implementation Costs (net of taxes of $—) | 1 | — | ||||||||||||
Change in Environmental Liabilities (net of taxes of $2) | 5 | 0.02 | ||||||||||||
Income Tax-Related Adjustments | 33 | 0.11 | ||||||||||||
Noncontrolling Interests (net of taxes of $—) | (2) | (0.01) | ||||||||||||
Adjusted (non-GAAP) Operating Earnings | $ | 860 | $ | 2.74 | ||||||||||
(In millions, except per share data) | Three Months Ended September 30, 2023 | Earnings Per Share(1) | ||||||||||||
| GAAP Net Income (Loss) Attributable to Common Shareholders | $ | 731 | $ | 2.26 | ||||||||||
Unrealized (Gain) Loss on Fair Value Adjustments (net of taxes of $53) | (158) | (0.49) | ||||||||||||
Plant Retirements and Divestitures (net of taxes of $—) | 1 | — | ||||||||||||
Decommissioning-Related Activities (net of taxes of $48) | 76 | 0.24 | ||||||||||||
Pension & OPEB Non-Service (Credits) Costs (net of taxes of $3) | (10) | (0.03) | ||||||||||||
Separation Costs (net of taxes of $6) | 17 | 0.05 | ||||||||||||
ERP System Implementation Costs (net of taxes of $1) | 4 | 0.01 | ||||||||||||
Change in Environmental Liabilities (net of taxes of $3) | 9 | 0.03 | ||||||||||||
Acquisition Related Costs (net of taxes of $1) | 1 | — | ||||||||||||
Asset Impairments (net of taxes of $9) | 62 | 0.19 | ||||||||||||
Income Tax Related Adjustments | (9) | (0.03) | ||||||||||||
Noncontrolling Interests (net of taxes of $—) | (36) | (0.11) | ||||||||||||
Adjusted (non-GAAP) Operating Earnings | $ | 688 | $ | 2.13 | ||||||||||
(1) Amounts may not sum due to rounding. Earnings per share amount is based on average diluted common shares outstanding of 314 million and 323 million for the three months ended September 30, 2024 and 2023, respectively.
3
Webcast Information
We will discuss third quarter 2024 earnings in a conference call scheduled for today at 10 a.m. Eastern Time. The webcast and associated materials can be accessed at https://investors.constellationenergy.com.
About Constellation
A Fortune 200 company headquartered in Baltimore, Constellation Energy Corporation (Nasdaq: CEG) is the nation’s largest producer of clean, emissions-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. With annual output that is nearly 90% carbon-free, our hydro, wind and solar facilities paired with the nation’s largest nuclear fleet have the generating capacity to power the equivalent of more than 16 million average homes, providing about 10% of the nation’s clean energy. We are further accelerating the nation’s transition to a carbon-free future by helping our customers reach their sustainability goals, setting our own ambitious goal of achieving 100% carbon-free generation by 2040, and by investing in promising emerging technologies to eliminate carbon emissions across all sectors of the economy. Follow Constellation on LinkedIn and X.
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.
The factors that could cause actual results to differ materially from the forward-looking statements made by Constellation Energy Corporation and Constellation Energy Generation, LLC, (the Registrants) include those factors discussed herein, as well as the items discussed in (1) the Registrants' 2023 Annual Report on Form 10-K 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, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and Contingencies; (2) the Registrants' Third Quarter
4
2024 Quarterly Report on Form 10-Q (to be filed on November 4, 2024) in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 13, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Registrants.
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.
5
Earnings Release Attachments
Table of Contents
Constellation Energy Corporation and Subsidiary Companies
Consolidated Statements of Operations
(unaudited)
(in millions)
| Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | ||||||||||
| Operating revenues | $ | 6,550 | $ | 18,186 | |||||||
| Operating expenses | |||||||||||
| Purchased power and fuel | 3,119 | 8,828 | |||||||||
| Operating and maintenance | 1,535 | 4,666 | |||||||||
| Depreciation and amortization | 266 | 868 | |||||||||
| Taxes other than income taxes | 165 | 446 | |||||||||
| Total operating expenses | 5,085 | 14,808 | |||||||||
Gain (loss) on sales of assets and businesses | 2 | 2 | |||||||||
Operating income (loss) | 1,467 | 3,380 | |||||||||
| Other income and (deductions) | |||||||||||
| Interest expense, net | (147) | (416) | |||||||||
| Other, net | 325 | 693 | |||||||||
| Total other income and (deductions) | 178 | 277 | |||||||||
Income (loss) before income taxes | 1,645 | 3,657 | |||||||||
Income tax (benefit) expense | 449 | 768 | |||||||||
Equity in income (losses) of unconsolidated affiliates | — | (1) | |||||||||
Net income (loss) | 1,196 | 2,888 | |||||||||
Net income (loss) attributable to noncontrolling interests | (4) | (9) | |||||||||
Net income (loss) attributable to common shareholders | $ | 1,200 | $ | 2,897 | |||||||
| Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2023 | ||||||||||
| Operating revenues | $ | 6,111 | $ | 19,122 | |||||||
| Operating expenses | |||||||||||
| Purchased power and fuel | 3,367 | 11,983 | |||||||||
| Operating and maintenance | 1,353 | 4,263 | |||||||||
| Depreciation and amortization | 266 | 808 | |||||||||
| Taxes other than income taxes | 148 | 419 | |||||||||
| Total operating expenses | 5,134 | 17,473 | |||||||||
Gain (loss) on sales of assets and businesses | — | 28 | |||||||||
Operating income (loss) | 977 | 1,677 | |||||||||
| Other income and (deductions) | |||||||||||
| Interest expense, net | (82) | (292) | |||||||||
| Other, net | — | 919 | |||||||||
| Total other income and (deductions) | (82) | 627 | |||||||||
Income (loss) before income taxes | 895 | 2,304 | |||||||||
Income tax (benefit) expense | 205 | 677 | |||||||||
Equity in income (losses) of unconsolidated affiliates | — | (11) | |||||||||
Net income (loss) | 690 | 1,616 | |||||||||
Net income (loss) attributable to noncontrolling interests | (41) | (44) | |||||||||
Net income (loss) attributable to common shareholders | $ | 731 | $ | 1,660 | |||||||
| Change in Net income (loss) attributable to common shareholders from 2023 to 2024 | $ | 469 | $ | 1,237 | |||||||
1
Constellation Energy Corporation and Subsidiary Companies
Consolidated Balance Sheets
(unaudited)
(in millions)
| September 30, 2024 | December 31, 2023 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 1,793 | $ | 368 | |||||||
| Restricted cash and cash equivalents | 89 | 86 | |||||||||
| Accounts receivable | |||||||||||
Customer accounts receivable, net | 1,208 | 1,934 | |||||||||
Other accounts receivable, net | 557 | 917 | |||||||||
| Mark-to-market derivative assets | 632 | 1,179 | |||||||||
| Inventories, net | |||||||||||
| Natural gas, oil, and emission allowances | 209 | 284 | |||||||||
| Materials and supplies | 1,263 | 1,216 | |||||||||
| Renewable energy credits | 700 | 660 | |||||||||
| Other | 2,819 | 1,655 | |||||||||
| Total current assets | 9,270 | 8,299 | |||||||||
| Property, plant, and equipment, net | 20,892 | 22,116 | |||||||||
| Deferred debits and other assets | |||||||||||
| Nuclear decommissioning trust funds | 17,694 | 16,398 | |||||||||
| Investments | 494 | 563 | |||||||||
| Goodwill | 420 | 425 | |||||||||
| Mark-to-market derivative assets | 732 | 995 | |||||||||
| Deferred income taxes | 35 | 52 | |||||||||
| Other | 2,297 | 1,910 | |||||||||
| Total deferred debits and other assets | 21,672 | 20,343 | |||||||||
| Total assets | $ | 51,834 | $ | 50,758 | |||||||
2
| September 30, 2024 | December 31, 2023 | ||||||||||
| Liabilities and shareholders’ equity | |||||||||||
| Current liabilities | |||||||||||
| Short-term borrowings | $ | — | $ | 1,644 | |||||||
| Long-term debt due within one year | 1,034 | 121 | |||||||||
Accounts payable and accrued expenses | 2,685 | 2,612 | |||||||||
| Mark-to-market derivative liabilities | 502 | 632 | |||||||||
| Renewable energy credit obligation | 909 | 972 | |||||||||
| Other | 322 | 338 | |||||||||
| Total current liabilities | 5,452 | 6,319 | |||||||||
| Long-term debt | 7,378 | 7,496 | |||||||||
| Deferred credits and other liabilities | |||||||||||
Deferred income taxes and unamortized ITCs | 3,554 | 3,209 | |||||||||
| Asset retirement obligations | 12,322 | 14,118 | |||||||||
| Pension obligations | 867 | 1,070 | |||||||||
| Non-pension postretirement benefit obligations | 774 | 732 | |||||||||
| Spent nuclear fuel obligation | 1,349 | 1,296 | |||||||||
| Payable related to Regulatory Agreement Units | 4,828 | 3,688 | |||||||||
| Mark-to-market derivative liabilities | 341 | 419 | |||||||||
| Other | 2,028 | 1,125 | |||||||||
| Total deferred credits and other liabilities | 26,063 | 25,657 | |||||||||
| Total liabilities | 38,893 | 39,472 | |||||||||
| Commitments and contingencies | |||||||||||
| Shareholders’ equity | |||||||||||
| Common stock | 11,379 | 12,355 | |||||||||
| Retained earnings (deficit) | 3,325 | 761 | |||||||||
Accumulated other comprehensive income (loss), net | (2,134) | (2,191) | |||||||||
| Total shareholders’ equity | 12,570 | 10,925 | |||||||||
| Noncontrolling interests | 371 | 361 | |||||||||
| Total equity | 12,941 | 11,286 | |||||||||
| Total liabilities and shareholders’ equity | $ | 51,834 | $ | 50,758 | |||||||
3
Constellation Energy Corporation and Subsidiary Companies
Consolidated Statements of Cash Flows
(unaudited)
(in millions)
| Nine Months Ended September 30, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Cash flows from operating activities | ||||||||||||||
| Net income (loss) | $ | 2,888 | $ | 1,616 | ||||||||||
| Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities | ||||||||||||||
| Depreciation, amortization, and accretion, including nuclear fuel and energy contract amortization | 2,049 | 1,840 | ||||||||||||
| Deferred income taxes and amortization of ITCs | 358 | 189 | ||||||||||||
| Net fair value changes related to derivatives | (1,161) | 146 | ||||||||||||
| Net realized and unrealized (gains) losses on NDT funds | (475) | (154) | ||||||||||||
| Net realized and unrealized (gains) losses on equity investments | 115 | (490) | ||||||||||||
| Other non-cash operating activities | (161) | 147 | ||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable | 1,083 | 942 | ||||||||||||
| Inventories | 31 | 90 | ||||||||||||
| Accounts payable and accrued expenses | (38) | (1,526) | ||||||||||||
| Option premiums received (paid), net | 159 | (36) | ||||||||||||
| Collateral received (posted), net | 1,495 | (222) | ||||||||||||
| Income taxes | 154 | 277 | ||||||||||||
| Pension and non-pension postretirement benefit contributions | (178) | (46) | ||||||||||||
| Other assets and liabilities | (7,767) | (4,892) | ||||||||||||
| Net cash flows provided by (used in) operating activities | (1,448) | (2,119) | ||||||||||||
| Cash flows from investing activities | ||||||||||||||
| Capital expenditures | (1,836) | (1,735) | ||||||||||||
| Proceeds from NDT fund sales | 4,934 | 4,221 | ||||||||||||
| Investment in NDT funds | (5,140) | (4,374) | ||||||||||||
| Collection of DPP, net | 7,104 | 4,058 | ||||||||||||
| Acquisitions of assets and businesses | (22) | (21) | ||||||||||||
| Other investing activities | 16 | 30 | ||||||||||||
| Net cash flows provided by (used in) investing activities | 5,056 | 2,179 | ||||||||||||
| Cash flows from financing activities | ||||||||||||||
| Change in short-term borrowings | (1,105) | (959) | ||||||||||||
| Proceeds from short-term borrowings with maturities greater than 90 days | 200 | 527 | ||||||||||||
| Repayments of short-term borrowings with maturities greater than 90 days | (739) | (200) | ||||||||||||
| Issuance of long-term debt | 900 | 3,192 | ||||||||||||
| Retirement of long-term debt | (99) | (150) | ||||||||||||
| Dividends paid on common stock | (333) | (277) | ||||||||||||
| Repurchases of common stock | (999) | (750) | ||||||||||||
| Other financing activities | (5) | 6 | ||||||||||||
| Net cash flows provided by (used in) financing activities | (2,180) | 1,389 | ||||||||||||
| Increase (decrease) in cash, restricted cash, and cash equivalents | 1,428 | 1,449 | ||||||||||||
| Cash, restricted cash, and cash equivalents at beginning of period | 454 | 528 | ||||||||||||
| Cash, restricted cash, and cash equivalents at end of period | $ | 1,882 | $ | 1,977 | ||||||||||
4
Constellation Energy Corporation
GAAP Consolidated Statements of Operations and
Adjusted (non-GAAP) Operating Earnings Reconciling Adjustments
(unaudited)
(in millions, except per share data)
| Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | ||||||||||||||||||||||||||||||||||
GAAP (a) | Non-GAAP Adjustments | GAAP (a) | Non-GAAP Adjustments | ||||||||||||||||||||||||||||||||
| Operating revenues | $ | 6,550 | $ | (517) | (b),(c) | $ | 6,111 | $ | (178) | (b),(c) | |||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||
| Purchased power and fuel | 3,119 | (113) | (b) | 3,367 | (38) | (b) | |||||||||||||||||||||||||||||
| Operating and maintenance | 1,535 | (14) | (c),(f),(g),(i) | 1,353 | (79) | (c),(d),(f),(i),(k),(l) | |||||||||||||||||||||||||||||
| Depreciation and amortization | 266 | (50) | (c),(g) | 266 | (47) | (c),(g) | |||||||||||||||||||||||||||||
| Taxes other than income taxes | 165 | — | 148 | — | |||||||||||||||||||||||||||||||
| Total operating expenses | 5,085 | 5,134 | |||||||||||||||||||||||||||||||||
Gain (loss) on sales of assets and businesses | 2 | (2) | (g) | — | — | ||||||||||||||||||||||||||||||
Operating income (loss) | 1,467 | 977 | |||||||||||||||||||||||||||||||||
| Other income and (deductions) | |||||||||||||||||||||||||||||||||||
| Interest expense, net | (147) | 18 | (b) | (82) | 4 | (b) | |||||||||||||||||||||||||||||
| Other, net | 325 | (314) | (b),(c),(e) | — | 23 | (b),(c),(d),(e) | |||||||||||||||||||||||||||||
| Total other income and (deductions) | 178 | (82) | |||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | 1,645 | 895 | |||||||||||||||||||||||||||||||||
Income tax (benefit) expense | 449 | (300) | (b),(c),(e), (g),(i),(j) | 205 | 20 | (b),(c),(d),(e),(f),(i),(j),(k) | |||||||||||||||||||||||||||||
| Net income (loss) | 1,196 | 690 | |||||||||||||||||||||||||||||||||
Net income (loss) attributable to noncontrolling interests | (4) | 2 | (h) | (41) | 36 | (h) | |||||||||||||||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | 1,200 | $ | 731 | |||||||||||||||||||||||||||||||
| Effective tax rate | 27.3 | % | 22.9 | % | |||||||||||||||||||||||||||||||
| Earnings per average common share | |||||||||||||||||||||||||||||||||||
| Basic | $ | 3.83 | $ | 2.27 | |||||||||||||||||||||||||||||||
| Diluted | $ | 3.82 | $ | 2.26 | |||||||||||||||||||||||||||||||
| Average common shares outstanding | |||||||||||||||||||||||||||||||||||
| Basic | 313 | 322 | |||||||||||||||||||||||||||||||||
| Diluted | 314 | 323 | |||||||||||||||||||||||||||||||||
__________
(a)Results reported in accordance with GAAP.
(b)Adjustment for mark-to-market on economic hedges 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 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 Other Postretirement Employee Benefits (OPEB) Non-Service credits.
(f)Adjustment for costs related to a multi-year Enterprise Resource Program (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)Adjustment for an asset impairment.
(l)Adjustment for acquisition related costs.
5
Constellation Energy Corporation
GAAP Consolidated Statements of Operations and
Adjusted (non-GAAP) Operating Earnings Reconciling Adjustments
(unaudited)
(in millions, except per share data)
| Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | ||||||||||||||||||||||||||||||||||
GAAP (a) | Non-GAAP Adjustments | GAAP (a) | Non-GAAP Adjustments | ||||||||||||||||||||||||||||||||
| Operating revenues | $ | 18,186 | $ | (774) | (b),(c) | $ | 19,122 | $ | (1,320) | (b),(c) | |||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||
| Purchased power and fuel | 8,828 | 409 | (b) | 11,983 | (1,466) | (b) | |||||||||||||||||||||||||||||
| Operating and maintenance | 4,666 | (213) | (c),(d),(f),(g),(i), | 4,263 | (260) | (c),(d),(f),(i),(k),(l) | |||||||||||||||||||||||||||||
| Depreciation and amortization | 868 | (174) | (c),(g) | 808 | (148) | (c),(g) | |||||||||||||||||||||||||||||
| Taxes other than income taxes | 446 | — | 419 | — | |||||||||||||||||||||||||||||||
| Total operating expenses | 14,808 | 17,473 | |||||||||||||||||||||||||||||||||
Gain (loss) on sales of assets and businesses | 2 | (2) | (g) | 28 | (27) | (g) | |||||||||||||||||||||||||||||
Operating income (loss) | 3,380 | 1,677 | |||||||||||||||||||||||||||||||||
| Other income and (deductions) | |||||||||||||||||||||||||||||||||||
| Interest expense, net | (416) | 17 | (b) | (292) | 7 | (b) | |||||||||||||||||||||||||||||
| Other, net | 693 | (645) | (b),(c),(e) | 919 | (857) | (b),(c),(d),(e) | |||||||||||||||||||||||||||||
| Total other income and (deductions) | 277 | 627 | |||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | 3,657 | 2,304 | |||||||||||||||||||||||||||||||||
Income tax (benefit) expense | 768 | (504) | (b),(c),(d),(e),(f),(g),(i),(j) | 677 | (181) | (b),(c),(d),(e),(f),(g),(i),(j),(k),(l) | |||||||||||||||||||||||||||||
Equity in income (losses) of unconsolidated affiliates | (1) | — | (11) | — | |||||||||||||||||||||||||||||||
| Net income (loss) | 2,888 | 1,616 | |||||||||||||||||||||||||||||||||
Net income (loss) attributable to noncontrolling interests | (9) | 5 | (h) | (44) | 39 | (h) | |||||||||||||||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | 2,897 | $ | 1,660 | |||||||||||||||||||||||||||||||
| Effective tax rate | 21.0 | % | 29.4 | % | |||||||||||||||||||||||||||||||
| Earnings per average common share | |||||||||||||||||||||||||||||||||||
| Basic | $ | 9.20 | $ | 5.12 | |||||||||||||||||||||||||||||||
| Diluted | $ | 9.17 | $ | 5.11 | |||||||||||||||||||||||||||||||
| Average common shares outstanding | |||||||||||||||||||||||||||||||||||
| Basic | 315 | 324 | |||||||||||||||||||||||||||||||||
| Diluted | 316 | 325 | |||||||||||||||||||||||||||||||||
__________
(a)Results reported in accordance with GAAP.
(b)Adjustment for mark-to-market on economic hedges 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)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 TSA.
(e)Adjustment for Pension and OPEB Non-Service credits.
(f)Adjustment for costs related to a multi-year ERP system implemented in the first quarter of 2024.
(g)Adjustment 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)Adjustment for an asset impairment.
(l)Adjustment for acquisition related costs.
6
Statistics
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
(GWhs) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
Nuclear Generation(a) | |||||||||||||||||||||||
| Mid-Atlantic | 13,420 | 13,654 | 39,839 | 39,672 | |||||||||||||||||||
| Midwest | 23,835 | 24,023 | 71,381 | 69,975 | |||||||||||||||||||
| New York | 5,893 | 6,448 | 18,657 | 18,837 | |||||||||||||||||||
| ERCOT | 2,362 | — | 6,340 | — | |||||||||||||||||||
| Total Nuclear Generation | 45,510 | 44,125 | 136,217 | 128,484 | |||||||||||||||||||
| Natural Gas, Oil, and Renewables | |||||||||||||||||||||||
| Mid-Atlantic | 329 | 361 | 1,809 | 1,466 | |||||||||||||||||||
| Midwest | 151 | 155 | 774 | 715 | |||||||||||||||||||
ERCOT(b) | 4,783 | 5,528 | 11,890 | 13,242 | |||||||||||||||||||
Other Power Regions(c) | 1,850 | 1,929 | 7,017 | 6,544 | |||||||||||||||||||
| Total Natural Gas, Oil, and Renewables | 7,113 | 7,973 | 21,490 | 21,967 | |||||||||||||||||||
| Purchased Power | |||||||||||||||||||||||
| Mid-Atlantic | 6,022 | 6,166 | 12,707 | 13,615 | |||||||||||||||||||
| Midwest | 107 | 104 | 639 | 726 | |||||||||||||||||||
| ERCOT | 771 | 1,612 | 2,496 | 4,561 | |||||||||||||||||||
Other Power Regions(c) | 10,813 | 13,221 | 30,855 | 32,875 | |||||||||||||||||||
| Total Purchased Power | 17,713 | 21,103 | 46,697 | 51,777 | |||||||||||||||||||
| Total Supply/Sales by Region | |||||||||||||||||||||||
| Mid-Atlantic | 19,771 | 20,181 | 54,355 | 54,753 | |||||||||||||||||||
| Midwest | 24,093 | 24,282 | 72,794 | 71,416 | |||||||||||||||||||
| New York | 5,893 | 6,448 | 18,657 | 18,837 | |||||||||||||||||||
ERCOT(b) | 7,916 | 7,140 | 20,726 | 17,803 | |||||||||||||||||||
Other Power Regions(c) | 12,663 | 15,150 | 37,872 | 39,419 | |||||||||||||||||||
| Total Supply/Sales by Region | 70,336 | 73,201 | 204,404 | 202,228 | |||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
Outage Days(d) | |||||||||||||||||||||||
| Refueling | 37 | 20 | 164 | 200 | |||||||||||||||||||
| Non-refueling | 20 | 10 | 33 | 44 | |||||||||||||||||||
| Total Outage Days | 57 | 30 | 197 | 244 | |||||||||||||||||||
__________
(a)Includes the proportionate share of output where we have an undivided ownership interest in jointly-owned generating plants and the total output for fully owned plants.
(b)2023 values have been revised from those previously reported to reflect gross generation inclusive of behind the meter consumption.
(c)Other Power Regions includes New England, South, West, and Canada.
(d)Outage days exclude Salem and STP.
7
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
ZEC Reference Prices(a) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| State (Region) | |||||||||||||||||||||||
New Jersey (Mid-Atlantic)(b)(c) | $ | 10.00 | $ | 9.95 | $ | 9.97 | $ | 9.91 | |||||||||||||||
| Illinois (Midwest) | 9.38 | 0.30 | 4.34 | 6.81 | |||||||||||||||||||
New York (New York)(b) | 18.27 | 18.27 | 18.27 | 19.31 | |||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
Capacity Reference Prices | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Location (Region) | |||||||||||||||||||||||
| Eastern Mid-Atlantic Area Council (Mid-Atlantic) | $ | 53.60 | $ | 49.49 | $ | 51.32 | $ | 76.36 | |||||||||||||||
| ComEd (Midwest) | 28.92 | 34.13 | 31.81 | 53.48 | |||||||||||||||||||
| Rest of State (New York) | 132.22 | 199.89 | 112.78 | 147.48 | |||||||||||||||||||
| Southeast New England (Other) | 949.57 | 66.67 | 459.07 | 100.00 | |||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
Electricity Reference Prices(a) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Location (Region) | |||||||||||||||||||||||
| PJM West (Mid-Atlantic) | $ | 36.98 | $ | 33.31 | $ | 33.41 | $ | 31.95 | |||||||||||||||
| ComEd (Midwest) | 28.92 | 30.85 | 25.80 | 26.75 | |||||||||||||||||||
| Central (New York) | 33.30 | 29.58 | 31.80 | 26.85 | |||||||||||||||||||
| North (ERCOT) | 26.61 | 129.60 | 27.75 | 64.41 | |||||||||||||||||||
Southeast Massachusetts (Other)(d) | 38.37 | 33.45 | 37.34 | 38.15 | |||||||||||||||||||
__________
(a)Reference prices may not necessarily reflect prices we ultimately realize.
(b)The NY and NJ state-sponsored programs providing compensation for the emissions-free attributes of generation from certain of our nuclear units include contractual provisions that require us to refund that compensation up to the amount of the nuclear PTC received.
(c)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.
(d)Reflects New England, which comprises the majority of the activity in the Other region.
8
Earnings Conference Call Third Quarter 2024 November 4, 2024
This presentation 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 Constellation Energy Corporation and Constellation Energy Generation, LLC, (the Registrants) include those factors discussed herein, as well as the items discussed in (1) the Registrants’ combined 2023 Annual Report on Form 10-K 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; (2) the Registrants’ Third Quarter 2024 Quarterly Report on Form 10-Q (to be filed on November 4, 2024) in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 13, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Registrants. 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 presentation. 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 presentation. Cautionary Statements Regarding Forward-Looking Information 2
The Registrants report their financial results in accordance with accounting principles generally accepted in the United States (GAAP). Constellation supplements the reporting of financial information determined in accordance with GAAP with certain non-GAAP financial measures, including: • Adjusted operating earnings (and/or its per share equivalent) exclude certain costs, expenses, gains and losses and other specified items, including mark-to-market adjustments from economic hedging activities and fair value adjustments related to gas imbalances and equity investments, decommissioning related activity, asset impairments, certain amounts associated with plant retirements and divestitures, pension and other post-employment benefits (OPEB) non-service credits, separation related costs and other items as set forth in the Appendix • Adjusted cash flows from operations primarily includes net cash flows from operating activities and collection of Deferred Purchase Price (DPP) related to the revolving accounts receivable arrangement, which is presented in cash flows from investing activities under GAAP • Free cash flows before growth (FCFbG) is adjusted cash flows from operations less capital expenditures under GAAP for maintenance and nuclear fuel, non-recurring capital expenditures related to separation and Enterprise Resource Planning (ERP) system implementation, changes in collateral, net merger and acquisitions, and equity investments and other items as set forth in the Appendix • Adjusted gross margin is defined as adjusted operating revenues less adjusted purchased power and fuel expense, excluding revenue related to decommissioning, gross receipts tax, variable interest entities, and net of direct cost of sales for certain end-user businesses – Adjusted operating revenues excludes the mark-to-market impact of economic hedging activities due to the volatility and unpredictability of the future changes in commodity prices – Adjusted purchased power and fuel excludes the mark-to-market impact of economic hedging activities and fair value adjustments related to gas imbalances due to the volatility and unpredictability of the future changes in commodity prices • Adjusted operating and maintenance (O&M) excludes direct cost of sales for certain end-user businesses, Asset Retirement Obligation (ARO) accretion expense from unregulated units and decommissioning costs that do not affect profit and loss, the impact from operating and maintenance expense related to variable interest entities at Constellation, and other items as set forth in the reconciliation in the Appendix Due to the forward-looking nature of our Adjusted Operating Earnings guidance, Projected Adjusted Gross Margin, and Projected Free Cash Flow Before Growth, we are unable to reconcile these non-GAAP financial measures to the comparable GAAP measures 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. Non-GAAP Financial Measures 3
This information is intended to enhance an investor’s overall understanding of period over period financial results and provide an indication of Constellation’s operating performance by excluding items that are considered by management to be not directly related to the ongoing operations of the business. In addition, this information is among the primary indicators management uses as a basis for evaluating performance, allocating resources, setting incentive compensation targets and planning and forecasting of future periods. These non-GAAP financial measures are not a presentation defined under GAAP and may not be comparable to other companies’ presentations of similarly titled financial measures. Constellation has provided these non-GAAP financial measures as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These non-GAAP measures should not be deemed more useful than, a substitute for, or an alternative to the most comparable GAAP measures provided in the materials presented. Non-GAAP financial measures are identified by the phrase “non-GAAP” or an asterisk (*). Reconciliations of these non-GAAP measures to the most comparable GAAP measures are provided in the appendices and attachments to this presentation. Non-GAAP Financial Measures Continued 4
Key Updates 5 Announced restart of Crane Clean Energy Center (1) Q3 2024 earnings per share is based on average diluted common shares outstanding of 314 million (2) Full-year 2024 earnings guidance is based on expected average diluted common shares outstanding of 315 million Note: GAAP to Non-GAAP reconciliations for Adjusted Operating Earnings* can be found on page 25 of the Appendix Crane Clean Energy Center 2024 Fortune Best Workplaces for Women 2024 Fortune Best Workplaces in Manufacturing and Production Q3 GAAP earnings of $3.82 per share (1) Q3 Adjusted Operating Earnings* of $2.74 per share (1) Raising full-year Adjusted Operating Earnings* guidance range to $8.00 - $8.40 per share (2)
Best-in-Class Nuclear Operations (1,2) • Nuclear Capacity Factor: 95.0% • Operated production of 41.0 TWhs • Completed two refueling outages in Q3 with an average outage duration of 18 days 6 Constellation Provides Reliable and Available Carbon-Free Power (1) Salem and STP are not included in operational metrics (outage days, capacity factor and generation) (2) Capacity factors reflect net monthly mean methodology. Capacity factors for periods in prior years may not tie to previous earnings presentations due to change in methodology for comparison purposes, however full year reported capacity factors are not impacted. (3) Carbon-free electricity reflected at ownership. Measured using the EPA Greenhouse Gas Emissions calculator https://www.epa.gov/energy/greenhouse-gas-equivalencies-calculator. 75% 80% 85% 90% 95% 100% 28 32 36 40 44 48 N u cl ea r T W h s C ap acity F acto r Q3 22 Q4 22 Q1 23 Q2 23 Q3 23 Q4 23 Q1 24 Q2 24 Q3 24 TWhs Capacity Factor Generated ~46.3 TWhs of carbon-free electricity, which avoided ~32.4 million metric tons of carbon dioxide; equivalent to over 7.7 million passenger vehicles being removed for one year (3) Historical Nuclear Fleet Capacity Factor (1,2) Strong Performance Across Our Renewable and Natural Gas Fleet • Renewable Energy Capture: 96.0% • Power Dispatch Match: 98.2%
Leading Customer Platform Enables Businesses to Meet Their Energy and Sustainability Needs 7 Note: Items may not sum due to rounding (1) Other includes New England, South and West (2) CORe+: Constellation’s offsite renewable product offers customers access to new-build renewable energy projects and RECs through a physical, retail electric supply agreement Q3 2024 Electric Load Served by Region (TWhs)Customer Operational Metrics (TTM) 10 12 4 5 8 7 3 4 2 Midwest Mid-Atlantic ERCOT New York Other (1) 12 20 7 12 Wholesale Retail 34% 11% 79% 90% C&I Power New Customer Win Rate C&I Gas New Customer Win Rate C&I Power Customer Renewal Rate C&I Gas Customer Renewal Rate CORe+ (2) Product Enables New MWs to Meet Customer Demands Since 2020, our CORe+ products have enabled ~2,800 MWs of new build renewables
(1) Q3 2023 earnings per share is based on average diluted common shares outstanding of 323 million (2) Q3 2024 earnings per share is based on average diluted common shares outstanding of 314 million Q3 2024 Results 8 Year-over-Year Adj. Operating Earnings* Drivers $2.26 $3.82 $2.13 $2.74 GAAP Net Income Q3 2023 (1) GAAP Net Income Q3 2024 (2) Adjusted Operating Earnings* Q3 2023 (1) Adjusted Operating Earnings* Q3 2024 (2) • Continued strong commercial performance through portfolio optimization and better than average customer margins • Nuclear PTC with sharing of benefit under certain state programs • Contribution from addition of ownership interest in the South Texas Project • Higher O&M • Higher number of planned refueling outage days Note: GAAP to Non-GAAP reconciliations for Adjusted Operating Earnings* can be found on page 25 of the Appendix $/share
(1) Full-year 2024 earnings guidance is based on expected average diluted common shares outstanding of 315 million Raising Midpoint and Narrowing Full-Year Adjusted Operating Earnings* Guidance Range to $8.00 - $8.40 Per Share (1) 9 • Commercial business outperforming plan in a volatile market – Strong wholesale and retail performance with load auction wins and margin expansion – Successful optimization of the portfolio to capture benefits from volatility • Partially offset by higher O&M due to impact of stock price on stock compensation and compensation expense related to commercial overperformance $/share Original Guidance Previously Revised Guidance Current Guidance $8.03 $8.40 $7.23 $7.63 $7.60 $8.00 $8.00 $8.20 $8.40
Constellation – Our Assets Are Unmatched 10 Visible, Double-Digit Long-Term Base EPS Growth Backed by the Nuclear Production Tax Credit (PTC) Best and Largest Operator of Carbon-Free, Long-Lived, 24/7 Nuclear Plants Uniquely Positioned to Support Economic Growth and Electric System Reliability Growing Product Opportunities Through Leading Customer Platform 187M MWhs of Carbon-Free Electricity Will Benefit from Higher Prices and Attribute Payments Strong Free Cash Flows and High Investment Grade Balance Sheet
Additional Disclosures 11
20 25 30 35 40 45 50 55 60 20 25 30 35 40 45 50 55 60 Market Revenues ($/MWh) M ar ke t R ev en u es + P T C ( $ / M W h ) 12 PTC Provides Support for Nuclear Units When Revenues Fall Below $43.75/MWh Illustrative Payoff Dynamics for Non-State-Supported Units in 2024 • The PTC provides support of up to $15.00/MWh for units when revenues are between $25.00/MWh and $43.75/MWh while preserving the ability of the unit to participate in upside from commodity markets • The green line assumes revenues of $47.00/MWh. Since it is above the $43.75/MWh PTC phase out units would not receive PTC value • When revenues fall below the $43.75/MWh phase out, the PTC will provide revenue support for the units, bringing effective realized revenues back to $43.75 • Assuming revenues of $35.00/MWh, the orange line, we would expect units to receive $7.00/MWh PTC, bringing the total value the unit would receive to $42.00/MWh and $44.33/MWh (1) on a tax adjusted basis Competitive Unit Payoff $35/MWh $47/MWh PTC provides support from $25/MWh - $43.75/MWh (1) Grossed up assuming 25% tax rate
Maximum PTC Gross Receipts Threshold Power Price At Which PTC=$0 Maximum PTC Gross Receipts Threshold Power Price At Which PTC=$0 Maximum PTC Gross Receipts Threshold Power Price At Which PTC=$0 2024 15.00$ 25.00$ 43.75$ 15.00$ 25.00$ 43.75$ 15.00$ 25.00$ 43.75$ 2025 15.00$ 26.00$ 44.75$ 15.00$ 26.00$ 44.75$ 15.00$ 26.00$ 44.75$ 2026 15.00$ 26.00$ 44.75$ 15.00$ 27.00$ 45.75$ 15.00$ 27.00$ 45.75$ 2027 15.00$ 27.00$ 45.75$ 17.50$ 27.00$ 48.88$ 17.50$ 28.00$ 49.88$ 2028 15.00$ 27.00$ 45.75$ 17.50$ 28.00$ 49.88$ 17.50$ 29.00$ 50.88$ 2029 17.50$ 28.00$ 49.88$ 17.50$ 29.00$ 50.88$ 17.50$ 30.00$ 51.88$ 2030 17.50$ 28.00$ 49.88$ 17.50$ 30.00$ 51.88$ 20.00$ 32.00$ 57.00$ 2031 17.50$ 29.00$ 50.88$ 17.50$ 31.00$ 52.88$ 20.00$ 33.00$ 58.00$ 2032 17.50$ 29.00$ 50.88$ 20.00$ 32.00$ 57.00$ 20.00$ 34.00$ 59.00$ 2% Inflation 3% Inflation 4% Inflation • Starting in 2025, the maximum PTC and gross receipts threshold are subject to an inflation adjustment based on the GDP price deflator for the preceding calendar year: • Maximum PTC is rounded to nearest $2.50/MWh and gross receipts threshold is rounded to nearest $1.00/MWh Inflation of Nuclear Production Tax Credit (PTC) (1) 13 (1) See H.R. 5376 for additional details; all numbers assume that prevailing wage requirements are satisfied (2) Annual inflation adjustment is consistent with past published guidance for renewable energy credits, published annually Example Assuming 2%, 3% and 4% Inflation (2)PTC Overview Inflation Adjustment= GDP price deflator in preceeding year GDP price deflator in 2023 PTC Inflation Adjustment • The PTC is in effect through 12/31/32 • In the base year 2024, Constellation qualifies for the nuclear PTC up to $15.00/MWh; the PTC amount is reduced by 80% of gross receipts exceeding $25.00/MWh, phasing out completely after $43.75/MWh • The nuclear PTC can be credited against taxes or monetized through sale to an unrelated taxpayer
Our Investment Grade Balance Sheet is a Competitive Advantage 14 Current Credit Ratings 2024 Target Credit Metrics (1) Baa1; stable outlookMoody’s BBB+; stable outlookS&P 35% 45% Moody’s CFO Pre-WC/ Debt* S&P FFO / Debt* S&P Debt/EBITDA* < 2.0x Note: GAAP to Non-GAAP definitions for credit metrics can be found on pages 23-24 of the Appendix (1) Credit metrics forecast as of February 2024 Business and Earnings Outlook disclosure (2) Maturity profile excludes non-recourse debt, P-Cap facility, securitized debt, capital leases, unamortized debt issuance costs and unamortized discount/premium (3) Long-term debt balances reflect Q3 2024 Form 10-Q GAAP financials, which include items listed in footnote 2 except for the P-Cap facility Long-Term Debt Maturity Profile (2) Long-Term Debt Balances (3) $7.0BRecourse $1.4BNon-Recourse $8.4BTotal Long-Term Debt As of 9/30/2024 ($M) $ 9 0 0 $ 75 0 $ 6 0 0 $ 5 0 0 $ 9 0 0 $ 3 5 0 $ 78 8 $ 9 0 0 $ 9 0 0 $ 3 3 4 2 0 2 4 $ 2 3 2 0 2 5 2 0 2 6 2 0 2 7 2 0 2 8 $ 79 2 0 2 9 2 0 3 0 2 0 3 1 2 0 3 2 2 0 3 3 2 0 3 4 2 0 3 5 2 0 3 6 2 0 3 7 2 0 3 8 2 0 3 9 2 0 4 0 2 0 4 1 2 0 4 2 2 0 4 3 2 0 4 4 2 0 4 5 2 0 4 6 2 0 4 7 2 0 4 8 2 0 4 9 2 0 5 0 2 0 5 1 2 0 5 2 2 0 5 3 2 0 5 4 Sr. Notes Tax-Exempt Bonds
Modeling Slides 15
BASE EARNINGS • Earnings that are consistent, visible, and easy to calculate that will grow over time through returns on organic growth, PTC inflation, and share repurchases • Easily modeled using simple PxQ, for example: – PTC price (assuming 2% inflation) x quantity – 13-year historical and forward average weighted commercial margin x quantity • Typically, 80-90% of expected future earnings Base Earnings Give Visibility into Constellation’s Stability and Growth ENHANCED EARNINGS • Earnings that reflect additional value above base earnings • Examples include: - Stronger than 13-year historical and forward average power margins - Power price sales above the PTC floor - Capturing outsized value from volatility 16
2024 2025 2030 (1) 17 Visible 13%+ Adjusted Operating Earnings* Growth on Base Earnings Through 2030 Long-term growth rate of at least 10% from 2024-2028 but will vary from year to year • Inflation greater than 2% assumption • Attribute payments for reliable, carbon-free power sales • Commercial margins above the assumed 13-year average Items Not Included in Growth Rate 20282027202620252024Factors $45.75$45.75$44.75$44.75$43.75 PTC Step-Up (2% Inflation) n/a $34.50 Roll- off in May $34.09$33.47$33.04CMC Program 1215151215Number of Planned Outages (2) Typical range Above typical range Above typical range Typical rangeTypical rangeCEG Outage Duration (3) Base Earnings 181 183 180 181 184 Expected Nuclear Generation (million MWhs) (2,4) (1) Illustrative (2) Includes Salem and STP (3) Planned outage durations vary due to unit-specific attributes and outage work scope (4) Reflected at ownership share. Does not include expected generation from Crane.
Modeling Tools for Base Earnings 18 Note: Full-year 2024 earnings guidance is based on expected average diluted common shares outstanding of 315 million (1) To the extent we receive nuclear PTCs, the value will be reflected in revenues on the GAAP financial statements (2) Reflected at ownership share; includes Salem and STP (3) Reflects calendar year price based on weighted average CMC price for 2023/2024, 2024/2025, and 2025/2026 planning years (4) Values reflect the total of energy, capacity, and ZEC consistent with the rate-setting mechanism (5) Increase relative to Business and Earnings outlook disclosure reflects additional stock compensation due to share price increase as of September 30, 2024. This number is applied against base earnings. Total Adjusted O&M*, including performance incentive adjusted O&M, is $5,725 million. (6) TOTI excludes gross receipts tax (7) Interest expense is not reflective of capital allocation (8) Effective tax rate reflects forecasted PTC revenues as of December 31, 2023 20252024 Prices ($/MWh) Quantity (million MWhs) Prices ($/MWh) Quantity (million MWhs) Adjusted Gross Margin* (Base Only) (1) Nuclear (2) $33.4754$33.0454Illinois CMC Units (3) $60 - $6326$60 - $6125NY Units (4) $44.75102$43.75102Remaining Units (PTC) ($5.30 - $5.35)($4.85 - $4.90)Nuclear Fuel Amortization Non-Nuclear ~$60 - $70 Avg. 5~$60 - $70 Avg. 5Wind/Solar ~$452~$452Hydro ~$20 spark spread18~$20 spark spread20Natural Gas, Oil, Other See Appendix page 20See Appendix page 20Capacity Revenues Average MarginProjected VolumesAverage MarginProjected VolumesCommercial $3.50 - $3.60 / MWh205 million MWhs$3.50 - $3.60 / MWh200 million MWhsPower Margins $0.25 - $0.30 / dth840 million dth$0.25 - $0.30 / dth855 million dthGas Margins ~$450M~$400MOther Commercial Margin 20252024Other Modeling Inputs $50$50Other Revenues ($5,125)($5,575)Adjusted O&M* (5) ($450)($475)Taxes Other Than Income (TOTI) (6) ($25)-Other, Net ($1,025)($925)Depreciation and Amortization ($500)Interest Expense, Net (7) 19%17%Effective Tax Rate (8) $5.50 2024 $6.35 - $6.45 2025
Detailed Modeling Inputs for Base Earnings 19 Note: Items may not sum due to rounding (1) Reflected at ownership; includes Salem and STP. Does not include expected generation from Crane. (2) Reflects calendar year price based on weighted average CMC prices across planning years (3) Values reflect the total of energy, capacity, and ZEC consistent with the rate-setting mechanism (4) 13-Year average represents eight years of historical realized margins and five years of forward-looking forecast Expected Generation (million MWhs) (1) Nuclear 2024 2025 2026 2027 2028 IL CMC Units 54 54 53 23 - NY Units 25 26 25 26 25 Remaining Units 102 102 102 132 159 Total Nuclear 181 183 180 181 184 Number of Planned Refueling Outages (1) 15 12 15 15 12 Price ($/MWh) 2024 2025 2026 2027 2028 IL CMC Units (2) $33.04 $33.47 $34.09 $34.50 NY Units (3) $60 - $61 $60 - $63 Remaining Units (2% Inflation) $43.75 $44.75 $44.75 $45.75 $45.75 Nuclear Fuel ($4.85 - $4.90) ($5.30 - $5.35) PTC Inflation Scenarios ($/MWh) 2024 2025 2026 2027 2028 2% Inflation $43.75 $44.75 $44.75 $45.75 $45.75 3% Inflation $43.75 $44.75 $45.75 $48.88 $49.88 4% Inflation $43.75 $44.75 $45.75 $49.88 $50.88 Volume Margins (13-Year Average) (4) Commercial (Retail/Wholesale) 2024 2025 2024 Power 200 million MWhs 205 million MWhs $3.50 - $3.60/MWh Gas 855 million dth 840 million dth $0.25 - $0.30/dth
Detailed Modeling Inputs for Base Earnings (continued) 20 (1) Hydro revenue price and representative spark spread reflect consistent historical average we have achieved across hydro, natural gas, and oil assets, respectively (2) Volumes are rounded and reflect Constellation’s ownership share of partially owned units (3) ISO-NE: ISO New England; NEMA: Northeastern Massachusetts and Boston; SEMA: Southeastern Massachusetts (4) Represents offered capacity at ownership Expected Generation (million MWhs) Non-Nuclear (Energy) 2024 2025 Wind/Solar 5 5 Historical renewable contracts $60 - $70 Hydro 2 2 Hydro revenue price ($/MWh) $45 Natural Gas, Oil, Other 20 18 Representative spark spread ($/MWh) $20 2023/2024 2024/2025 2025/2026 Non-Nuclear (Capacity) Cleared Volumes (MW) (2) Price ($/MW-day) Cleared Volumes (MW) (2) Price ($/MW-day) Cleared Volumes (MW) (2) Price ($/MW-day) EMAAC - - 1,950 $55 1,525 $270 MAAC 2,175 $49 200 $49 100 $270 BGE 425 $70 425 $73 325 $466 Total PJM Portfolio 2,600 2,575 1,950 2023/2024 2024/2025 2025/2026 Capacity (4) Price ($/MW-day) Capacity (4) Price ($/MW-day) Capacity (4) Price ($/MW-day) NEMA 1,525 $66 115 $131 125 $87 SEMA 235 $597 235 $632 235 $87 Total ISO-NE (3) 1,760 350 360 Note: Capacity revenues for nuclear units are included in the gross receipts calculation for the PTC and therefore not provided Modeling Prices ($/MWh) (1)
Additional Modeling Inputs and Information 21 Note: Full-year 2024 earnings guidance is based on expected average diluted common shares outstanding of 315 million (1) Reflects additional O&M for compensation expense related to overperformance (2) Increase relative to Business and Earnings outlook disclosure reflects additional stock compensation due to share price increase as of September 30, 2024. Total Adjusted O&M*, including performance incentive adjusted O&M, is $5,725 million. (3) TOTI excludes gross receipts tax (4) Interest expense is not reflective of capital allocation (5) Reflects effective tax rate inclusive of forecasted PTC revenues as of December 31, 2023. To the extent we receive nuclear PTCs, the value will be reflected in revenues on the GAAP financial statements. (6) Reflects effective tax rate excluding impact of forecasted PTC revenues as of December 31, 2023 (7) Based on prices as of September 30, 2024 20252024Other Modeling Inputs ($M) $825-$1,100$1,450-$1,600Adjusted Gross Margin* (Enhanced Only) -($150) Performance Incentive Adjusted O&M* (Applied Against Enhanced Earnings) (1) ($5,125)($5,575)Adjusted O&M* (2) $50$50Other Revenues ($450)($475)Taxes Other Than Income (TOTI) (3) ($25)-Other, Net ($1,025)($925)Depreciation and Amortization ($500)Interest Expense, Net (4) 19%17%Effective Tax Rate Including PTC (5) 24%24%Effective Tax Rate Excluding PTC (6) 20252024Additional Information $0.50$1.90Power Margins Above 13-year Average 65%100%Percentage of Nuclear Fleet in PTC Zone (9/30/24) Reference Prices (7) $37.32$27.81NIHub ATC ($/MWh) $46.47$35.86PJM-W ATC ($/MWh) $41.18$32.39New York Zone A ATC ($/MWh) $23.37$12.70ERCOT-N ATC Spark Spread ($/MWh) $33.63$14.11ERCOT-N Peak Spark Spread ($/MWh)
Appendix Reconciliation of Non-GAAP Measures 22
CFO (Pre-WC) (c) Moody’s CFO Pre-WC/Debt (3) = FFO (a) S&P FFO/Debt (2) = Adjusted Debt (d)Adjusted Debt (b) Moody’s CFO Pre-WC Calculation (3)S&P FFO Calculation (2) Cash Flow From OperationsGAAP Operating Income +/- Working Capital Adjustment+ Depreciation & Amortization - Nuclear Fuel Amortization= EBITDA +/- Other Moody’s CFO Adjustments- Interest = CFO Pre-Working Capital (c) +/- Cash Taxes + Nuclear Fuel Amortization +/- Mark-to-Market Adjustments (Economic Hedges) +/- Other S&P Adjustments = FFO (a) Moody’s Adjusted Debt Calculation (3)S&P Adjusted Debt Calculation (2) Long-Term DebtLong-Term Debt + Short-Term Debt+ Short-Term Debt + Underfunded Pension (pre-tax)+ Purchase Power Agreement and Operating Lease Imputed Debt + Operating Lease Imputed Debt+ Pension/OPEB Imputed Debt (after-tax) +/- Other Moody’s Debt Adjustments+ AR Securitization Imputed Debt = Adjusted Debt (d)- Off-Credit Treatment of Non-Recourse Debt - Cash on Balance Sheet +/- Other S&P Adjustments = Adjusted Debt (b) GAAP to Non-GAAP Reconciliations for Credit Metrics (1) 23 (1) Due to the forward-looking nature of some forecasted non-GAAP measures, information to reconcile the forecasted adjusted (non-GAAP) measures to the most directly comparable GAAP measure may not be available; therefore, management is unable to reconcile these measures (2) Calculated using S&P Methodology (3) Calculated using Moody’s Methodology
Adjusted Debt (a) S&P Debt/EBITDA (2) = EBITDA (b) S&P Adjusted Debt Calculation (2) Long-Term Debt + Short-Term Debt + Purchase Power Agreement and Operating Lease Imputed Debt + Pension/OPEB Imputed Debt (after-tax) + AR Securitization Imputed Debt - Off-Credit Treatment of Non-Recourse Debt - Cash on Balance Sheet +/- Other S&P Adjustments = Adjusted Debt (a) S&P EBITDA Calculation (2) GAAP Operating Income + Depreciation & Amortization = EBITDA + Nuclear Fuel Amortization +/- Mark-to-Market Adjustments (Economic Hedges) +/- Other S&P Adjustments = EBITDA (b) GAAP to Non-GAAP Reconciliations for Credit Metrics (1) 24 (1) Due to the forward-looking nature of some forecasted non-GAAP measures, information to reconcile the forecasted adjusted (non-GAAP) measures to the most directly comparable GAAP measure may not be available; therefore, management is unable to reconcile these measures (2) Calculated using S&P Methodology
Three Months Ended September 30, 20242023 Earnings Per Share Earnings Per Share Adjusted Operating Earnings* Reconciliation ($M except per share data) $3.82$1,200$2.26$731 GAAP Net Income (Loss) Attributable to Common Shareholders ($0.67)($210)($0.49)($158)Unrealized (Gain) Loss on Fair Value (1) $0.10$30-$1Plant Retirements & Divestitures ($0.62)($195)$0.24$76Decommissioning-Related Activities (2) ($0.01)($2)($0.03)($10)Pension & OPEB Non-Service (Credits) Costs --$0.05$17Separation Costs (3) -$1$0.01$4ERP System Implementation Costs (4) $0.02$5$0.03$9Change in Environmental Liabilities ---$1Acquisition Related Costs --$0.19$62Asset Impairments $0.11$33($0.03)($9)Income Tax Related Adjustments ($0.01)($2)($0.11)($36)Noncontrolling Interests (5) $2.74$860$2.13$688Adjusted Non-GAAP Operating Earnings* GAAP to Non-GAAP Reconciliation – Adjusted Operating Earnings* 25 Note: Items may not sum due to rounding. Earnings are reflected on an after-tax basis. Earnings per share amount is based on average diluted common shares outstanding of 314 million and 323 million for the three months ended September 30, 2024 and 2023, respectively. (1) Includes mark-to-market on economic hedges, interest rate swaps, and fair value adjustments related to gas imbalances and equity investments (2) Reflects all gains and losses associated with Nuclear Decommissioning Trusts (NDTs), Asset Retirement Obligation (ARO) accretion, Asset Retirement Cost (ARC) depreciation, ARO remeasurement, and impacts of contractual offset for Regulatory Agreement Units (3) Represents certain incremental costs related to the separation (system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation), including a portion of the amounts billed to us pursuant to the transition services agreement (TSA). See Note 1 — Basis of Presentation in our 2023 Form 10-K for additional information. (4) Reflects costs related to a multi-year Enterprise Resource Planning (ERP) system implemented in the first quarter of 2024 (5) Represents elimination of the noncontrolling interest related to certain adjustments
GAAP to Non-GAAP Reconciliation – Adjusted O&M* 26 20252024Adjusted O&M* Reconciliation ($M) $5,525$6,150GAAP O&M ($150)($75)Decommissioning-Related Activities (1) ($250)($200) Direct Cost of Sales Incurred to Generate Revenues for Certain Commercial and Power Businesses (2) -($75)Change in Environmental Liabilities -($50)Plant Divestitures & Retirements $5,125$5,725Adjusted O&M* Note: Items may not sum due to rounding. All amounts rounded to the nearest $25M. (1) Reflects all gains and losses associated with ARO accretion, ARO remeasurement, and any earnings neutral impacts of contractual offset for Regulatory Agreement Units (2) Reflects the direct cost of sales of certain businesses, which are included in gross margin
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