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What changed in Constellation Energy's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Constellation Energy's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+599 added−591 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-18)

Top changes in Constellation Energy's 2025 10-K

599 paragraphs added · 591 removed · 433 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

142 edited+49 added−62 removed48 unchanged
Biggest changeThe principles of our business strategy demonstrate our commitment to a carbon-free future while maintaining a strong balance sheet, advancing our sustainability and community initiatives, and investing in clean energy solutions: 17 Table of Contents • Power America's Clean Energy Future • Expand America's Largest Fleet of Clean Energy Centers • Uplift and Strengthen our Communities • Provide Energy and Sustainability Solutions for Customers We are committed to maintaining sufficient financial liquidity and an appropriate capital structure to support safe, secure and reliable operations, even in volatile market conditions.
Biggest changeWe are committed to maintaining sufficient financial liquidity and an appropriate capital structure to support safe, secure and reliable operations, even in volatile market conditions. We believe our investment grade credit rating is a competitive advantage and we intend to maintain our credit position and best-in-class balance sheet.
These entities are responsible for regional planning, managing transmission congestion, developing wholesale markets for energy and capacity, maintaining reliability, market monitoring, and the scheduling of physical power transactions in the region. ERCOT is not subject to regulation by FERC but performs a similar function in Texas to that performed by RTOs and ISOs in markets regulated by FERC.
These entities are responsible for regional planning, managing transmission congestion, developing wholesale markets for energy and capacity, maintaining reliability, market monitoring, and the scheduling of physical power transactions in the region. ERCOT is not subject to regulation by FERC but performs a similar function in Texas to that performed by RTOs and ISOs in markets regulated by FERC. NRC Regulation.
Until the compliance requirements are determined by the applicable state permitting director for each of the six remaining nuclear stations, on a site-specific basis for each plant, we cannot estimate the effect that compliance with the EPA’s 2014 rule will have on the operation of our generating facilities and our consolidated financial statements.
Until the compliance requirements are determined by the applicable state permitting director for each of the six remaining nuclear stations, on a site-specific basis, we cannot estimate the effect that compliance with the EPA’s 2014 rule will have on the operation of our generating facilities and our consolidated financial statements.
We work to continuously enhance the knowledge and skills of our workforce through formal assessments, feedback, coaching, mentoring, training, leadership development programs and development programs. Well-Being and Benefits We help our employees maintain and improve their overall well-being, and we offer a wide range of benefits that support physical, mental, financial, and family health.
We work to continuously enhance the knowledge and skills of our workforce through formal assessments, feedback, coaching, mentoring, training, leadership and other development programs. Well-Being and Benefits We help our employees maintain and improve their overall well-being, and we offer a wide range of benefits that support physical, mental, financial, and family health.
Our operations have in the past, and may in the future, require substantial expenditures to comply with these federal and state environmental laws. Under these laws, we may be liable for the costs of remediating environmental contamination of property now or formerly owned by us and of property contaminated by hazardous substances generated or transported by us.
Our operations have in the past, and may in the future, require substantial expenditures to comply with these federal and state environmental laws. We may be liable for the costs of remediating environmental contamination of property now or formerly owned by us and of property contaminated by hazardous substances generated or transported by us.
Complementary to our national customer portfolio, we have several decades of relationships with wholesale counterparties across all domestic power markets as a means of both monetizing our own generation, as well as sourcing contracted generation to meet customer and portfolio needs.
Complementary to our national retail customer portfolio, we have several decades of relationships with wholesale counterparties across all domestic power markets as a means of both monetizing our own generation, as well as sourcing contracted generation to meet customer and portfolio needs.
These standards impose varying levels of mandates for procurement of renewable or clean electricity (the definition of which varies by state) and/or energy efficiency. These are generally expressed as a percentage of annual electric load, often increasing by year.
These standards impose varying levels of mandates for procurement of renewable or clean electricity (the definition of which varies by state) and/or energy efficiency, generally expressed as a percentage of annual electric load, often increasing by year.
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").
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”).
The Federal Low-Level Radioactive Waste Policy Act of 1980 provides that states may enter agreements to provide regional disposal facilities for LLRW and restrict use of those facilities to waste generated within the region.
The Federal Low-Level Radioactive Waste Policy Act of 1980 provides that states may enter into agreements to provide regional disposal facilities for LLRW and restrict use of those facilities to waste generated within the region.
As of December 31, 2024, we wholly own all our nuclear generating stations, except for undivided ownership interests in five jointly-owned nuclear stations: Quad Cities (75% ownership), Peach Bottom (50% ownership), Salem (42.59% ownership), NMP Unit 2 (82% ownership), and STP (44% ownership), that are reflected in our consolidated financial statements relative to our proportionate ownership interest in each unit.
As of December 31, 2025, we wholly own all our nuclear generating stations, except for undivided ownership interests in five jointly-owned nuclear stations: Quad Cities (75% ownership), Peach Bottom (50% ownership), Salem (42.59% ownership), NMP Unit 2 (82% ownership), and STP (44% ownership), that are reflected in our consolidated financial statements relative to our proportionate ownership interest in each unit.
We also partner with our customers to provide energy efficiency options to meet their carbon-free energy goals. Our energy efficiency products provide the ability to optimize performance and maximize efficiency across customer facilities and operations through contract structures that include implementation of energy efficiency upgrades and behind-the-meter solutions with no upfront capital requirements.
We also partner with our customers to provide energy efficiency options to meet their emissions-free energy goals. Our energy efficiency products provide the ability to optimize performance and maximize efficiency across customer facilities and operations through contract structures that include implementation of energy efficiency upgrades and behind-the-meter solutions with no upfront capital requirements.
(b) Does not reflect Grand Prairie Generating Station (Gas/Other), located in Alberta, Canada. 7 Table of Contents We have five reportable segments, as described in the table below, representing the different geographic regions in which our owned generating resources are located and our customer-facing activities are conducted.
(b) Does not reflect Grand Prairie Generating Station (Gas/Other), located in Alberta, Canada. 9 Table of Contents We have five reportable segments, as described in the table below, representing the different geographic regions in which our owned generating resources are located and our customer-facing activities are conducted.
FERC has the exclusive authority to license most non-federal hydropower projects located on navigable waterways or federal lands, or connected to the interstate electric grid, which include our Conowingo Hydroelectric Project (Conowingo) and Muddy Run Pumped Storage Facility Project (Muddy Run).
FERC has the exclusive authority to license most non-federal hydropower projects located on navigable waterways or federal lands, or connected to the interstate electrical grid, which include our Conowingo Hydroelectric Project (Conowingo) and Muddy Run Pumped Storage Facility Project (Muddy Run).
Nuclear fuel is obtained predominantly through long-term contracts for uranium concentrates, conversion services, enrichment services, (or a combination thereof) and fabrication services, including contracts sourced from Russia. We have inventory in various forms and engage a diverse set of domestic and international suppliers to secure the nuclear fuel needed to continue to operate our 15 Table of Contents nuclear fleet.
Nuclear fuel is obtained predominantly through long-term contracts for uranium concentrates, conversion services, enrichment services, (or a combination thereof) and fabrication services, including contracts sourced from Russia. We have inventory in various forms and engage a diverse set of domestic and international suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet.
See Note 3 — Regulatory Matters and Note 6 — Government Assistance of the Combined Notes to Consolidated Financial Statements for additional information on the nuclear PTC. In locations and periods where our load serving activities do not naturally offset existing generation portfolio risk, remaining commodity price exposure is managed through portfolio hedging activities.
See Note 3 — Regulatory Matters and Note 6 — Government Assistance of the Combined Notes to Consolidated Financial Statements for additional information. In locations and periods where our load serving activities do not naturally offset existing generation portfolio risk, remaining commodity price exposure is managed through portfolio hedging activities.
With respect to the electric business, very warm weather in summer months and, with respect to the electric and natural gas businesses, very cold weather in winter months is generally referred to as “favorable weather conditions” because those weather conditions result in increased deliveries of electricity and natural gas. Conversely, mild weather reduces demand.
With respect to the electric business, very warm weather in summer months and, with respect to the electric and natural gas businesses, very cold weather in winter months is generally referred to as “favorable weather conditions” because those weather conditions result in increased demand for electricity and natural gas. Conversely, mild weather reduces demand.
The nuclear PTC provides increasing levels of support as unit revenues decline below levels established in the IRA and is further adjusted for inflation after 2024 through the duration of the program based on the GDP price deflator for the preceding calendar year.
The nuclear PTC provides increasing levels of support as unit revenues decline below levels established in the IRA and is further adjusted for inflation annually through the duration of the program based on the GDP price deflator for the preceding calendar year.
(b) Net generation capacity is stated at proportionate ownership share as of December 31, 2024. See ITEM 2. PROPERTIES for additional information.
(b) Net generation capacity is stated at proportionate ownership share as of December 31, 2025. See ITEM 2. PROPERTIES for additional information.
Wholesale Market Our wholesale channel-to-market involves the sale of electricity among electric utilities and electricity marketers before it is eventually sold to end-use consumers. In 2024, we served approximately 58 TWhs of power load across competitive utility load procurement and bilateral sales to municipalities, co-ops, and other wholesale entities.
Wholesale Market Our wholesale channel-to-market involves the sale of electricity among electric utilities and electricity marketers before it is eventually sold to end-use consumers. In 2025, we served approximately 57 TWhs of power load across competitive utility load procurement and bilateral sales to municipalities, co-ops, and other wholesale entities.
Segment (a) Net Generation Capacity (MWs) (b) % of Net Generation Capacity Geographic Regions Mid-Atlantic 10,387 33 % 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 11,608 37 % Western half of PJM and the United States footprint of MISO, excluding MISO’s Southern Region New York 3,093 10 % NYISO ERCOT 4,740 15 % Electric Reliability Council of Texas Other Power Regions 1,848 5 % New England, South, West, and Canada Total 31,676 100 % __________ (a) See Note 5 — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information on reportable segments.
Segment (a) Net Generation Capacity (MWs) (b) % of Net Generation Capacity Geographic Regions Mid-Atlantic 10,386 33 % 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 11,606 37 % Western half of PJM and the United States footprint of MISO, excluding MISO’s Southern Region New York 3,093 10 % NYISO ERCOT 4,742 15 % Electric Reliability Council of Texas Other Power Regions 1,849 5 % New England, South, West, and Canada Total 31,676 100 % __________ (a) See Note 5 — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information on reportable segments.
The table below shows the turnover rate for regular employees for the year ended December 31, 2024: Involuntary Termination 1.50 % Retirement (a) 2.40 % Voluntary Resignation 3.50 % __________ (a) For reporting purposes, reflects employees who were at least 55 years of age and had at least 10 years of service at the time they ended employment.
The table below shows the turnover rate for regular employees for the year ended December 31, 2025: Involuntary Termination 1.3 % Retirement (a) 2.3 % Voluntary Resignation 3.3 % __________ (a) For reporting purposes, reflects employees who were at least 55 years of age and had at least 10 years of service at the time they ended employment.
FERC’s 16 Table of Contents jurisdiction over ratemaking includes the authority to suspend the market-based rates of utilities and set cost-based rates should FERC find that its previous grant of market-based rates authority is no longer just and reasonable.
FERC’s jurisdiction over ratemaking includes the authority to suspend the market-based rates of utilities and set cost-based rates should FERC find that its previous grant of market-based rates authority is no longer just and reasonable.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for additional information on electric supply sources. 8 Table of Contents Nuclear Facilities Our nuclear fleet is the nation’s largest, with current generating capacity of approximately 22 GWs, producing 182 TWhs of zero-emissions electricity during 2024 – enough to power 16 million homes and avoid more than 122 million metric tons of carbon emissions according to the EPA GHG Equivalencies Calculator.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for additional information on electric supply sources. 10 Table of Contents Nuclear Facilities Our nuclear fleet is the nation’s largest, with current generating capacity of approximately 22 GWs, producing 183 TWhs of zero-emissions electricity during 2025 – enough to power 16 million homes and avoid more than 122 million metric tons of carbon emissions according to the EPA GHG Equivalencies Calculator.
In 2024, 2023, and 2022, electric supply (in GWhs) generated from our nuclear generating facilities was 67%, 65%, and 64%, respectively, of our total electric supply. During scheduled refueling outages, we perform maintenance and equipment upgrades in order to maintain safe, reliable operations and to minimize the occurrence of unplanned outages.
In 2025, 2024, and 2023, electric supply (in GWhs) generated from our nuclear generating facilities was 68%, 67%, and 65%, respectively, of our total electric supply. During scheduled refueling outages, we perform maintenance and equipment upgrades in order to maintain safe, reliable operations and to minimize the occurrence of unplanned outages.
In 2024, we continued to see growing demand for our Hourly Carbon-Free Energy (CFE) product and platform, as we have closed a number of additional Hourly CFE transactions with a strong pipeline of interested prospects. Achieving 100% carbon-free power is a key sustainability goal for many organizations.
In 2025, we continued to see growing demand for our Hourly Carbon-Free Energy (CFE) product and platform, as we have closed several additional Hourly CFE transactions with a strong pipeline of interested prospects. Achieving 100% carbon-free power is a key sustainability goal for many organizations.
The following table summarizes the current license expiration dates for our nuclear facilities currently in service: Station Unit In-Service Date (a) Current License Expiration Braidwood 1 1988 2046 2 1988 2047 Byron 1 1985 2044 2 1987 2046 Calvert Cliffs 1 1975 2034 2 1977 2036 Clinton (b) 1 1987 2027 Dresden (b) 2 1970 2029 3 1971 2031 FitzPatrick 1 1975 2034 LaSalle 1 1984 2042 2 1984 2043 Limerick 1 1986 2044 2 1990 2049 NMP 1 1969 2029 2 1988 2046 Peach Bottom (c) 2 1974 2033 3 1974 2034 Quad Cities 1 1973 2032 2 1973 2032 Ginna 1 1970 2029 Salem 1 1977 2036 2 1981 2040 STP 1 1988 2047 2 1989 2048 __________ (a) Denotes year in which nuclear unit began commercial operations.
The following table summarizes the current license expiration dates for our nuclear facilities currently in service: Station Unit In-Service Date (a) Current License Expiration Braidwood 1 1988 2046 2 1988 2047 Byron 1 1985 2044 2 1987 2046 Calvert Cliffs 1 1975 2034 2 1977 2036 Clinton 1 1987 2047 Dresden 2 1970 2049 3 1971 2051 FitzPatrick 1 1975 2034 LaSalle 1 1984 2042 2 1984 2043 Limerick 1 1986 2044 2 1990 2049 NMP 1 1969 2029 2 1988 2046 Peach Bottom 2 1974 2053 3 1974 2054 Quad Cities 1 1973 2032 2 1973 2032 Ginna 1 1970 2029 Salem 1 1977 2036 2 1981 2040 STP 1 1988 2047 2 1989 2048 __________ (a) Denotes year in which nuclear unit began commercial operations.
We also consider and review national climate assessments to inform our longer-term planning. Our nuclear fleet is resilient to weather extremes and is capable of generating emissions-free electricity 24 hours a day, even during unexpectedly cold winter events and hot summer events.
We also consider and review national climate assessments to inform our longer-term planning. Our nuclear assets are resilient to weather extremes and are capable of generating emissions-free electricity 24 hours a day, even during unexpectedly cold winter events and hot summer events.
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.
As of 2002, Constellation has been an individual registrant concurrent with the registration of its public debt 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.
See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on the proposed transaction. Various market, financial, regulatory, legislative and operational factors could affect our success in pursuing these strategies. We continue to assess infrastructure, operational, policy, and legal solutions to these issues. See ITEM 1A. RISK FACTORS for additional information.
See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on our acquisition of Calpine. Various market, financial, regulatory, legislative and operational factors could affect our success in pursuing these strategies. We continue to assess infrastructure, operational, policy, and legal solutions to these issues. See ITEM 1A.
Capacity factors, which are significantly affected by the number and duration of refueling and non-refueling outages, can have a material impact on our results of operations. In 2024, we achieved an average refueling outage duration of 19 days for units we operate.
Capacity factors, which are significantly affected by the number and duration of refueling and non-refueling outages, can have a material impact on our results of operations. In 2025, we achieved an average refueling outage duration of 22 days for units we operate.
With increased customer demand for sustainability, our ability to source contracted generation has provided a capital-light way for us to provide customers with long-term sustainable solutions they are demanding to support a cleaner energy ecosystem. This creates durable customer relationships and repeatable business through the ability to respond to customer and marketplace trends.
With increased customer demand for sustainability and reliability, our ability to source contracted generation has provided a capital-light way for us to provide customers with long-term solutions they are demanding to support a clean and resilient energy ecosystem. This creates durable customer relationships and repeatable business through the ability to respond to customer and marketplace trends.
The need for new clean, reliable sources of power that can scale, decarbonize the system, and meet new load requirements is leading to rapid advancements in emerging technologies like advanced nuclear power, carbon capture and sequestration, energy storage, advanced geothermal and hydrogen.
The need for new clean, reliable sources of power that can scale, decarbonize the system, and meet new load requirements is leading to rapid advancements in emerging technologies like advanced nuclear power, CCUS, energy storage, advanced geothermal and hydrogen.
Many states in which we operate have state and regional programs to reduce GHG emissions and renewable and other portfolio standards, which impact the power sector and other sectors as well. 25 states and the District of Columbia have 100% clean energy targets, deep GHG reductions, or both, encompassing 55% of U.S. residential electricity customers.
Many states in which we operate have state and regional programs to reduce GHG emissions and renewable and other portfolio standards, which impact the power sector. 25 states and the District of Columbia have 100% clean energy targets, deep GHG reduction targets, or both, encompassing 55% of U.S. residential electricity customers.
Retail customer renewal rates have been strong over the last nine years across C&I power customer groups with average contract terms of approximately two years and customer duration of approximately five years, with many customers well beyond these metrics.
Retail customer renewal rates have been strong over the last ten years across C&I power customer groups with average contract terms of approximately two years and customer duration of approximately six years, with many customers well beyond these metrics.
ITEM 1. BUSINESS 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.
ITEM 1. BUSINESS General On February 21, 2021, the Board of Directors of Exelon authorized management to pursue a plan to separate its competitive generation and customer-facing energy businesses, conducted through Constellation and its subsidiaries, into an independent, publicly traded company.
We achieved an average refueling outage duration of 21 days in both 2023 and 2022, respectively, against industry averages of 38 and 40 days, respectively. We manage our scheduled refueling outages to minimize their duration and to maintain high nuclear generating capacity factors, resulting in a stable supply position for our wholesale and retail power marketing activities.
We achieved an average refueling outage duration of 19 and 21 days in 2024 and 2023, respectively, against industry averages of 33 and 38 days, respectively. We manage our scheduled refueling outages to minimize their duration and to maintain high nuclear generating capacity factors, resulting in a stable supply position for our wholesale and retail power marketing activities.
See Note 3 — Regulatory 10 Table of Contents Matters and Note 8 — Property, Plant, and Equipment of the Combined Notes to Consolidated Financial Statements for additional information.
See Note 3 — Regulatory Matters and Note 8 — Property, Plant, and Equipment of the Combined Notes to Consolidated Financial Statements for additional information.
The following table shows our total owned sources of electric supply of 208,434 GWhs and 202,474 GWhs for 2024 and 2023, respectively, which includes the proportionate share of output where we have an undivided ownership interest in jointly-owned generating plants. _________ (a) Includes wind, hydroelectric, and solar generating assets.
The following table shows our total owned sources of electric supply of 204,944 GWhs and 208,434 GWhs for 2025 and 2024, respectively, which includes the proportionate share of output where we have an undivided ownership interest in jointly-owned generating plants. _________ (a) Includes wind, hydroelectric, and solar generating assets.
In addition to the owned generation above, we also had purchased power from the spot energy markets that are administered by the RTOs/ISOs and bilateral transactions of 60,983 GWhs and 67,215 GWhs for the years ended December 31, 2024 and 2023, respectively. See ITEM 7.
In addition to the owned generation above, we also had purchased power from the spot energy markets that are administered by the RTOs/ISOs and bilateral transactions of 63,999 GWhs and 60,983 GWhs for the years ended December 31, 2025 and 2024, respectively. See ITEM 7.
In addition to larger-scale CORe+ offerings and Hourly CFE, we offer a range of sustainability solutions to customers (e.g., RECs, CORe+, EFECs, RINs, RNG, carbon offsets, etc.) as well as offers for carbon-free generation attributes to support their needs during the transition to a carbon-free energy ecosystem.
In addition to larger-scale CORe+ offerings, bundled and unbundled long-term nuclear agreements, and Hourly CFE, we offer a range of sustainability solutions to customers (e.g., RECs, EFECs, RINs, RNG, carbon offsets, Demand Response, etc.) as well as offers for carbon-free generation attributes to support their needs during the transition to a carbon-free energy ecosystem.
Beginning in 2024, our existing nuclear fleet is eligible for the nuclear PTC provided by the IRA, an important tool in managing commodity price risk for each nuclear unit not already receiving state support.
Beginning in 2024, our existing nuclear fleet is eligible for a nuclear PTC, an important tool in managing commodity price risk for each nuclear unit not already receiving state support.
We currently have enough storage capacity to store all Class B and Class C LLRW for the duration of both current and subsequent license periods for of all the stations in our nuclear fleet and, we continue to pursue alternative disposal strategies for LLRW, including an LLRW reduction program to minimize on-site storage and cost impacts. 24 Table of Contents Employees Engaged Workforce Our employees are our greatest strength.
We currently have enough storage capacity to store all Class B and Class C LLRW for the duration of both current and subsequent license periods for of all the stations in our nuclear fleet and we continue to pursue alternative disposal strategies for LLRW, including an LLRW reduction program to minimize on-site storage and cost impacts.
Other matters subject to FERC jurisdiction include, but are not limited to, certain third-party financings; review of certain mergers involving public utilities; certain dispositions of jurisdictional facilities and acquisitions of securities of another public utility or an existing operational generating facility; certain affiliate transactions; certain intercompany financings and cash management arrangements; certain internal corporate reorganizations; and certain holding company acquisitions of public utility and holding company securities.
Other matters subject to FERC jurisdiction include, but are not limited to, emergency orders requiring power plants to operate or mandate temporary electricity connections; certain third-party financings; review of certain mergers involving public utilities; certain dispositions of jurisdictional facilities and acquisitions of securities of another public utility or an existing operational generating facility; certain affiliate transactions; certain intercompany financings and cash management arrangements; certain internal corporate reorganizations; and certain holding company acquisitions of public utility and holding company securities.
Such statutes apply in many states where we currently own or operate, or previously owned or operated facilities. In addition, RCRA governs treatment, storage, and disposal of solid and hazardous waste and cleanup of sites where such activities were conducted.
Most states have also enacted similar statutes that may apply in many states where we currently own or operate, or previously owned or operated facilities. In addition, RCRA governs treatment, storage, and disposal of solid and hazardous waste and cleanup of sites where such activities were conducted.
We provide opportunities for company-sponsored volunteerism and charitable matching gifts programs. Our employees donated more than $5.3 million to non-profit organizations of their choice and provided more than 116,500 volunteer service hours in 2024. Next Generation of Talent We aim to attract, retain and advance a world-class workforce that effectively serves our customers and communities.
We provide opportunities for company-sponsored volunteerism and charitable matching gifts programs. Our employees donated $5.6 million to non-profit organizations of their choice and provided 128,900 volunteer service hours in 2025. Next Generation of Talent We aim to attract, retain and advance a world-class workforce that effectively serves our customers and communities.
We conducted an employee engagement survey during 2024 to gain insight into engagement and job satisfaction within our workforce. We will use this and future surveys to help identify our successes and opportunities for growth. The survey results are shared with leaders at all levels and they are also part of action planning to increase engagement.
We conducted an employee engagement survey in 2024 to gain insight into engagement and job satisfaction within our workforce, followed by a pulse survey in 2025. We use these surveys to help identify our successes and opportunities for growth. The survey results are shared with leaders at all levels and they are also part of action planning to increase engagement.
Under the agreement, Microsoft will purchase the output generated from the renewed plant which includes energy, capacity and carbon-free attributes as part of its goal to help power its data centers in PJM with clean energy. The site, which is expected to be online in 2028, will have approximately 835 MWs of carbon-free capacity.
Under the agreement, Microsoft will purchase the output generated from the renewed plant which includes energy, capacity and emissions-free attributes as part of its goal to help power its data centers in PJM with clean reliable energy. The site, once operational, will have approximately 835 MWs of emissions-free capacity.
The improvements in advanced nuclear including Small Modular Reactors (SMR), growing state and federal support, and the potential to rapidly reduce costs with scaled deployment create a potential path to market for new nuclear within the next decade. Carbon capture and sequestration is similarly experiencing substantial investment and a heightened focus that could impact deployment earlier within the next decade.
The improvements in advanced nuclear including Small Modular Reactors (SMR), growing state and federal support, and the potential to rapidly reduce costs with scaled deployment create a potential path to market for new nuclear within the next decade. CCUS is similarly experiencing substantial investment.
We ship our Class A LLRW, which represents 93% of LLRW generated at our stations, to disposal facilities in Utah and South Carolina, which have enough storage capacity to store all Class A LLRW for the duration of both current and subsequent license periods for all the stations in our nuclear fleet.
We ship our Class A LLRW, which represents 93% of LLRW generated at our stations, to disposal facilities in Utah and South Carolina, which have enough storage capacity to store all Class A LLRW for the duration of both current and subsequent license periods for all the stations in our nuclear fleet. 26 Table of Contents We utilize on-site storage capacity at all our stations to store and stage for shipping Class B and Class C LLRW.
Clean Water Act Section 316(b) is implemented through the NDPES program and requires that the cooling water intake structures at facilities that withdraw more than 2 million gallons of water per day for cooling reflect the best technology available to minimize adverse environmental impacts.
Other Environmental Regulation Water Quality Clean Water Act Section 316(b) requires that the cooling water intake structures at facilities that withdraw more than 2 million gallons of water per day for cooling reflect the best technology available to minimize adverse environmental impacts.
Our Scope 1 and 2 market-based GHG emissions in 2023 were 10 million metric tons carbon dioxide equivalent, of which 9.3 million metric tons were from our natural gas and oil-fueled generation fleet, significantly less than our peers with similar volume of power generation.
Our Scope 1 and 2 market-based GHG emissions in 2024 were 8.5 million metric tons carbon dioxide equivalent, of which 8.2 million metric tons were from our 23 Table of Contents natural gas and oil-fueled generation fleet, significantly less than our peers with similar volume of power generation.
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.
CEG Parent, 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.
Through our integrated business operations, we sell electricity, natural gas, and other energy-related products and sustainable solutions to various types of customers, including distribution utilities, municipalities, cooperatives, and commercial, industrial, public sector, and residential customers in markets across multiple geographic regions. We serve approximately 1.5 million total customers, including three-fourths of Fortune 100 companies, and approximately 1.2 million residential customers.
Through our integrated business operations, we sell electricity, natural gas, and other energy-related products and sustainable solutions to various types of customers, including distribution utilities, municipalities, cooperatives, and commercial, industrial, public sector, and residential customers in markets across multiple geographic regions.
We strive to create a workplace that is inclusive, innovative, and safe for our employees. In order to provide the services and products that our customers expect, we focus on creating the best teams to foster teamwork, mutual respect and the empowerment of employees to be their authentic selves.
Employees Engaged Workforce Our employees are our greatest strength. We strive to create a workplace that is inclusive, innovative, and safe for our employees. In order to provide the services and products that our customers expect, we focus on creating the best teams to foster teamwork, mutual respect and the empowerment of employees to contribute at their full potential.
We focus on optimizing cash returns through a disciplined approach to safe and efficient operations and cost management, underpinned by stable and durable margins from our customer-facing business and coupled with distinct payments to our generation plants for the clean energy attributes.
We are committed to maintaining investment grade credit ratings. We focus on optimizing cash returns through a disciplined approach to safe and efficient operations and cost management, underpinned by stable and durable margins from our customer-facing business and coupled with distinct payments to our generation plants for the clean, reliable, and available energy they provide to customers.
Our Board of Directors has delegated to its Nuclear Oversight Committee and the Corporate Governance Committee the authority to oversee our compliance with health, environmental, and safety laws and regulations and its 19 Table of Contents strategies and efforts to protect and improve the quality of the environment, including our internal climate change and sustainability policies and programs, as discussed in further detail below.
Our Board of Directors has delegated to its Nuclear Oversight Committee and the Corporate Governance Committee the authority to oversee our compliance with health, environmental, and safety laws and regulations and strategies and efforts to protect the environment as discussed in further detail below.
These state-specific policies preserve the environmental attributes of our nuclear facilities, and include the following: Policy Name Year Enacted Nuclear Facilities Impacted Type of Program Year of Expiration New York Clean Energy Standard 2016 FitzPatrick, Ginna, and NMP ZEC 2029 Illinois Zero Emission Standard 2016 Clinton and Quad Cities ZEC 2027 New Jersey Clean Energy Legislation 2018 Salem ZEC 2025 (a) Illinois Clean Energy Law 2021 Byron, Braidwood, and Dresden CMC 2027 __________ (a) The New Jersey Clean Energy Legislation program ends May 2025. 21 Table of Contents Regional Greenhouse Gas Initiative (RGGI).
These policies preserve the environmental attributes of our nuclear facilities, and include the following: Policy Name Year Enacted Nuclear Facilities Impacted Type of Program Year of Expiration New York Clean Energy Standard 2016 FitzPatrick, Ginna, and NMP ZEC 2049 Illinois Zero Emission Standard 2016 Clinton and Quad Cities ZEC 2027 New Jersey Clean Energy Legislation 2018 Salem ZEC 2025 (a) Illinois Clean Energy Law 2021 Byron, Braidwood, and Dresden CMC 2027 __________ (a) The contracts entered into under the New Jersey Clean Energy Legislation program concluded in May 2025.
Other includes New England, South, and West. 12 Table of Contents We are active in all domestic wholesale power and gas markets that span the entire lower 48 states and have complementary retail activity across many of those states.
Other includes New England, South, and West. We are active in all domestic wholesale power and gas markets that span the entire lower 48 states and have complementary retail activity across many of those states. We typically obtain power supply from the market to meet our wholesale and retail obligations.
During 2024, 2023, and 2022, our nuclear generating facilities achieved capacity factors (a) of 94.6%, 94.4%, and 94.8%, respectively, at ownership percentage. The nuclear capacity factor has been approximately four percentage points better than the industry average annually since 2013.
We have consistently operated our nuclear plants at best-in-class levels. During 2025, 2024, and 2023, our nuclear generating facilities achieved capacity factors (a) of 94.7%, 94.6%, and 94.4%, respectively, at ownership percentage. The nuclear capacity factor has been approximately four percentage points better than the industry average annually since 2013.
Mitigation and transition risks include changes to the energy systems as a result of new technologies, changing customer expectations, and/or voluntary GHG reduction goals, as well as local, state, or federal regulatory requirements intended to reduce GHG emissions.
We also face climate mitigation and transition risks as well as adaptation risks. Mitigation and transition risks include changes to the energy systems as a result of new technologies, changing customer expectations, and/or voluntary GHG reduction goals, as well as policies intended to reduce GHG emissions.
The supportive policies are driven by several factors, including recognition by governments and policy makers that existing nuclear generation facilities are essential to meeting policy objectives on reduction of GHG emissions, the desire to support jobs and regional economies, and the need to ensure reliability and security of the electrical grid through resource diversity.
Several states have established policies to support nuclear generation driven by recognition that existing nuclear generation facilities are essential to meeting policy objectives on GHG emissions, supporting jobs and regional economies, and ensuring reliability and security of the electrical grid through resource diversity.
PROPERTIES for additional information regarding these generating facilities and Note 21 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information regarding CRP, which is a VIE.
We wholly own our renewable facilities except for certain wind project entities and CRP. See ITEM 2. PROPERTIES for additional information regarding these generating facilities and Note 21 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information regarding CRP, which is a VIE.
Under CERCLA, generators and transporters of hazardous substances, as well as past and present owners and operators of hazardous waste sites, are strictly, jointly and severally liable for the cleanup costs of hazardous substances at sites, many of which are listed by the EPA on the National Priorities List.
Under CERCLA, generators and transporters of hazardous substances, and past and present owners and operators of hazardous waste sites, are strictly, jointly and severally liable for the cleanup costs of hazardous substances at sites.
We may pursue growth opportunities that optimize our core business or expand upon our strengths, including, but not limited to the following: • Opportunistic energy acquisitions with a focus on reliability, • Create new value from the existing fleet through nuclear uprates and license extensions, repowering of renewables, co-location of data centers, production of clean hydrogen, and other opportunities, • Grow sustainability solutions for our customers focused on clean energy, efficiency, storage and electrification; help our C&I customers develop and meet sustainability targets, • Engagement with the technology and innovation ecosystem through continued partnerships with national labs, universities, startups, and research institutions, and • Continue to monitor opportunities to participate in advanced nuclear to maintain our leadership position as stewards of a carbon-free energy future.
We may pursue growth opportunities that optimize our core business or expand upon our strengths, including, but not limited to the following: • Opportunistic energy acquisitions and generation development opportunities with a focus on reliability, • Create new value from the existing fleet through nuclear uprates and license extensions, repowering of renewables, serving data economy customers, long-term power purchase agreements, and other opportunities, • Grow solutions for our customers focused on clean energy, efficiency, storage and electrification; help our C&I customers develop and meet sustainability targets, and • Continue to monitor opportunities to participate in advanced nuclear and CCUS as well as investments in battery storage and solar to maintain our leadership position as stewards of an emissions-free energy future.
Our fuel procurement activities comply with all U.S. and international trade laws and we continue to take advantage of all available avenues to ensure continuity in our nuclear fuel supply, including working with the U.S. Government and our diverse set of suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet long-term. See ITEM 7A.
Our fuel procurement activities comply with all U.S. and international trade laws and we continue to take advantage of all available avenues to ensure continuity in our nuclear fuel supply, including working with the U.S. government and our diverse set of suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet long-term. 18 Table of Contents Natural gas is procured through long-term and short-term contracts, as well as through spot-market purchases.
Depreciation provisions are based on the estimated useful lives of the stations, which generally include expectations for an additional 20-year term beyond current license expiration, except for Calvert Cliffs, FitzPatrick, Limerick, NMP Unit 2, Salem, and STP, where depreciation provisions correspond with the expiration of the current NRC operating license denoted in the table above.
Depreciation provisions correspond with the expiration of the current NRC operating license denoted in the table above, except for Braidwood, Byron, LaSalle, NMP Unit 1, Quad Cities, Ginna, and Salem, which are based on the estimated useful lives of the stations including expectations for an additional 20-year term beyond current license expiration.
See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Financial Results of Operations for additional information. 9 Table of Contents We have original 40-year operating licenses from the NRC for each of our nuclear units and have received 20-year operating license renewals from the NRC for all our nuclear units except Clinton.
See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Financial Results of Operations for additional information. 11 Table of Contents All of our nuclear units were originally licensed by the NRC for 40 years and have since received 20-year operating license renewals.
However, the final rule does not mandate cooling towers and allows state permitting directors to require alternative, less costly technologies and/or operational measures, based on a site-specific assessment of the feasibility, costs, and benefits of available options. There is no regulatory established timeline for NPDES permit renewals.
EPA's rule does not mandate cooling towers or wedge wire screens and allows state permitting directors to require alternative, less costly technologies and/or operational measures, based on a site-specific assessment of the feasibility, costs, and benefits of available options.
These PRPs can be ordered to perform a cleanup, can be sued for costs associated with an EPA-directed 23 Table of Contents cleanup, may voluntarily settle with the EPA concerning their liability for cleanup costs, or may voluntarily begin a site investigation and site remediation under state oversight. Most states have also enacted statutes that contain provisions substantially like CERCLA.
These PRPs can be ordered to perform a cleanup, can be sued for costs associated with an EPA-directed cleanup, may voluntarily settle with the EPA concerning their liability for cleanup costs, or may voluntarily begin a site investigation and site remediation under state oversight.
The commodity risks associated with the output from owned and contracted generation are managed using various commodity transactions including sales to retail customers, trades on commodity exchanges, bilateral contracts, and sales to wholesale counterparties in accordance with our hedging program. See further discussion of the hedging program in the Price and Supply Risk Management section below.
Our market risk is mitigated by our owned and contracted generation located in multiple geographic regions. The commodity risks associated with the output from owned and contracted generation are managed using various commodity transactions including sales to retail customers, trades on commodity exchanges, bilateral contracts, and sales to wholesale counterparties in accordance with our hedging program.
Retail Market Retail competition in states across the U.S. range from full competition of energy suppliers for all retail customers (commercial, industrial, public sector, and residential) to partial retail competition available up to a capped amount for C&I customers only.
The main objective is to obtain low-cost energy supply to meet physical delivery obligations to both our wholesale and retail customers. 15 Table of Contents Retail Market Retail competition in states across the U.S. range from full competition of energy suppliers for all retail customers (commercial, industrial, public sector, and residential) to partial retail competition available up to a capped amount for C&I customers only.
Since our SNF storage pools generally do not have sufficient storage capacity for the life of the respective plant, we have developed dry cask storage facilities to support operations. As of December 31, 2024, we had approximately 95,800 SNF assemblies (23,400 tons) stored on-site in SNF pools or dry cask storage. All our nuclear sites have on-site dry cask storage.
Since our SNF storage pools generally do not have sufficient storage capacity for the life of the respective plant, we have developed dry cask storage facilities to support operations. All our nuclear sites have on-site dry cask storage.
In addition to our high customer renewal rates, we have produced consistently high new win rates within C&I power 13 Table of Contents as well, acquiring nearly one out of every three new customers who have chosen to shop with us over the past six years.
We are also successful at acquiring new customers by offering innovative products and solutions that meet their needs. In addition to our high customer renewal rates, we have produced consistently high new win rates within C&I power as well, acquiring nearly one out of every three new customers who have chosen to shop with us over the past seven years.
Consumer purchasing strategies have trended from direct supply relationships to third-party relationships with a number of customers looking to third-party consultants and brokers to find suppliers like us to reduce costs and evaluate the increasing number of options available for expanding energy solutions beyond the commodity.
It is this attention to the customer that creates the durable and repeatable value highlighted in these statistics. 16 Table of Contents Consumer purchasing strategies have trended from direct supply relationships to third-party relationships with several customers looking to third-party consultants and brokers to find suppliers like us to reduce costs and evaluate the increasing number of options available for expanding energy solutions beyond the commodity.
An increasing number of corporations are also proactively making commitments to reducing their GHG emissions footprint, either through procuring increasing amounts of clean energy, such as RECs, EFECs, or emissions offsets, to offset their carbon footprint over time. The execution of the PPA with Microsoft that will support the restart of Crane is a recent example.
A number of corporations are making commitments to reducing their GHG emissions, either through procuring increasing amounts of clean energy, such as RECs, EFECs, or emissions offsets, to offset their carbon footprint over time.
See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for insurance specific to our nuclear facilities. Regulation CEG Parent's subsidiaries include public utilities as defined under the Federal Power Act that are subject to FERC’s exclusive ratemaking jurisdiction over wholesale sales of electricity and the transmission of electricity in interstate commerce.
CEG Parent's subsidiaries include public utilities as defined under the Federal Power Act that are subject to FERC’s exclusive ratemaking jurisdiction over wholesale sales of electricity and the transmission of electricity in interstate commerce.
Under Clean Water Act Section 404 and state laws and regulations, we may be required to obtain permits for projects involving dredge or fill activities in Waters of the United States. Our hydroelectric and nuclear facilities are required to secure a federal license or permit for activities that may result in a discharge to covered waters.
Our hydroelectric and nuclear facilities are required to secure a federal license or permit for activities that may result in a discharge to covered waters. We are required to obtain a state water quality certification for those facilities under Clean Water Act section 401.
We have submitted the NPDES/SPDES renewal timely for all our owned and operated nuclear stations. Six of the twelve stations we operate and STP have been deemed compliant with the 316(b) rule using existing technology.
Six of the twelve stations we operate and STP have been deemed compliant with the 316(b) rule using existing technology.
We operate all of these facilities, except for Wyman 4, which is operated by the principal owner, NextEra Energy Resources LLC, a subsidiary of NextEra Energy, Inc. See ITEM 2.
We wholly own all our natural gas and oil facilities except for Wyman, which is operated by the principal owner, NextEra Energy Resources LLC, a subsidiary of NextEra Energy, Inc. See ITEM 2. PROPERTIES for additional information regarding these generating facilities.
The market price for electricity is also affected by changes in the demand for electricity and the available supply of electricity.
Seasonality Our operations are affected by weather, which affects demand for electricity and natural gas. The market price for electricity is also affected by changes in the demand for electricity and the available supply of electricity.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFurther, the share price of our common stock may decline to the extent that the current market price reflects an assumption by the market that the merger will be completed. See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information regarding the status of the transaction.
Biggest changeSee Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information. The merger may not be accretive to earnings and may cause dilution to our earnings per share, which may negatively affect the market price of our common stock.
Risks Related to Market and Financial Factors We are exposed to price volatility associated with both the wholesale and retail power markets and the procurement of nuclear fuel, natural gas, and oil. We are exposed to commodity price risk for natural gas and the unhedged portion of our generation portfolio.
Risks Related to Market and Financial Factors We are exposed to price volatility associated with both the wholesale and retail power markets and the procurement of nuclear fuel, natural gas, and oil. We are exposed to commodity price risk for fuel and the unhedged portion of our generation portfolio.
However, our physical facilities could be placed at greater risk of damage should changes in the global climate impact temperature and weather patterns, and result in more intense, frequent and extreme weather events, unprecedented levels of precipitation, sea level rise, increased surface water temperatures, and/or other effects.
Our physical facilities could be placed at greater risk of damage should changes in the global climate impact temperature and weather patterns, and result in more intense, frequent and extreme weather events, unprecedented levels of precipitation, sea level rise, increased surface water temperatures, and/or other effects.
A failure, interruption, or breach of our operational or information security systems, or those of our third-party service providers, as a result of cyber-attacks or information security breaches could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, cause loss of customers or revenue, increase our costs, result in litigation and/or regulatory action, and/or cause other losses, any of which might have a materially adverse impact on our business operations and our financial position or results of operations.
A failure, interruption, or breach of our operational or information security systems, or those of our third-party service providers, as a result of cyber-attacks or information security breaches could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, cause loss of customers or revenue, increase our costs, result in litigation and/or regulatory action, and/or cause other losses, any of which might have a materially adverse impact on our business operations and our financial condition or results of operations.
In addition, we maintain a level of insurance coverage consistent with industry practices against property, casualty, and cybersecurity losses subject to unforeseen occurrences or catastrophic events that could damage or destroy assets or interrupt operations. However, there can be no assurance that the amount of insurance will be adequate to address such property and casualty losses.
We maintain a level of insurance coverage consistent with industry practices against property, casualty, and cybersecurity losses subject to unforeseen occurrences or catastrophic events that could damage or destroy assets or interrupt operations. However, there can be no assurance that the amount of insurance will be adequate to address such property and casualty losses.
Current and prospective employees may experience uncertainty about their future roles within the combined company following completion of the merger, which may have an adverse effect on our ability to attract or retain key management and other key personnel.
Employees may experience uncertainty about their future roles within the combined company following completion of the merger, which may have an adverse effect on our ability to attract or retain key management and other key personnel.
We expect that in the future we may experience interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints.
In the future we may experience interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints.
Failure to meet those arrangements could give rise to a project-specific financing default which, if not cured or waived, could result in the specific project being required to repay the associated debt or other borrowings earlier than otherwise anticipated, and if such repayment were not made, the lenders or security holders would generally have broad remedies, including rights to foreclose against the project assets and related collateral or to force our subsidiaries in the project-specific financings to enter bankruptcy proceedings.
Failure to meet those arrangements could give rise to a project-specific financing default which, if not cured or waived, could result in the specific project being required to repay the associated debt or 32 Table of Contents other borrowings earlier than otherwise anticipated, and if such repayment were not made, the lenders or security holders would generally have broad remedies, including rights to foreclose against the project assets and related collateral or to force our subsidiaries in the project-specific financings to enter bankruptcy proceedings.
In addition, we are subject to liability under these laws for the remediation costs for environmental contamination of property now or formerly owned by us and of property contaminated by hazardous substances we generated or released.
In addition, we are subject to liability under these laws for the remediation costs for environmental contamination of property currently or formerly owned by us and of property contaminated by hazardous substances we generated or released.
See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information. 32 Table of Contents We could be subject to higher costs and/or penalties related to mandatory reliability standards. We, as a user of the bulk power transmission system, are subject to mandatory reliability standards promulgated by NERC and enforced by FERC.
See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information. We could be subject to higher costs and/or penalties related to mandatory reliability standards. We, as a user of the bulk power transmission system, are subject to mandatory reliability standards promulgated by NERC and enforced by FERC.
BUSINESS – Environmental Matters and Regulation – Renewable and Clean Energy Standards and “We are potentially affected by emerging technologies that could over time affect or transform the energy industry” above for additional information. Our financial performance could be negatively affected by risks arising from our ownership and operation of hydroelectric facilities.
BUSINESS – Environmental Matters and Regulation – Renewable and Clean Energy Standards and “We may be affected by emerging technologies that could, over time, affect or transform the energy industry” above for additional information. Our financial performance could be negatively affected by risks arising from our ownership and operation of hydroelectric facilities.
Congress could impose revenue-raising measures on the nuclear industry to pay claims exceeding the $16.3 billion limit for a single incident. See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information of nuclear insurance. 35 Table of Contents Decommissioning obligation and funding.
Congress could impose revenue-raising measures on the nuclear industry to pay claims exceeding the $16.3 billion limit for a single incident. See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information on nuclear insurance. Decommissioning obligation and funding.
The PTC benefiting existing nuclear plants included in the IRA (starting January 1, 2024) continues to be the subject of additional guidance issued from the U.S. Treasury and IRS, which may negatively impact the amount of benefits we ultimately receive.
The PTC benefiting existing nuclear plants included in the IRA (starting January 1, 2024) and affirmed by the OBBBA continues to be the subject of additional guidance issued from the U.S. Treasury and IRS, which may negatively impact the amount of benefits we ultimately receive.
Risks related to operational factors primarily include: • changes in the global climate could produce extreme weather events, which could put our facilities at risk, and such changes could also affect the levels and patterns of demand for energy and related services, • the safe, secure and effective operation of our nuclear facilities and the ability to effectively manage the associated decommissioning obligations, • physical, cybersecurity, and third-party reliability risks for us as an owner-operator of generation facilities and as a participant in commodities trading, • ability to attract and retain an appropriately qualified workforce, and • acquisitions or investments in new business initiatives and new markets.
Risks related to operational factors primarily include: • changes in the global climate could produce extreme weather events, which could put our facilities at risk, and such changes could also affect the levels and patterns of demand for energy and related services, • the safe, secure and effective operation of our facilities and the ability to effectively manage nuclear decommissioning obligations, • physical, cybersecurity, and third-party reliability risks for us as an owner-operator of generation facilities and as a participant in commodities trading, • rapid development and integration of AI technologies, • ability to attract and retain an appropriately qualified workforce, and • acquisitions or investments in new business initiatives and new markets.
FERC has the exclusive authority to license most non-federal hydropower projects located on navigable waterways, federal lands, or connected to the interstate electric grid.
FERC has the exclusive authority to license most non-federal hydropower projects located on navigable waterways, federal lands, or connected to the interstate electrical grid.
Adverse outcomes in these proceedings could require significant expenditures, result in loss of revenue, or restrict existing business activities. We could be subject to adverse publicity and reputational risks, which make us vulnerable to negative customer perception and could lead to increased regulatory oversight or other consequences. We could be the subject of public criticism.
Adverse outcomes in these proceedings could lead to significant expenditures, loss of revenue, or the restriction of existing business activities. We could be subject to adverse publicity and reputational risks, which make us vulnerable to negative customer perception and could lead to increased regulatory oversight or other consequences. We could be the subject of public criticism.
In addition, natural disasters could affect the availability of a secure and economical supply of water in some locations, which is essential for our continued operation, particularly the cooling of 37 Table of Contents generating units.
In addition, natural disasters could affect the availability of a secure and economical supply of water in some locations, which is essential for our continued operation, particularly the cooling of generating units.
Natural disasters and other significant events increase our risk that the NRC or other regulatory or legislative bodies could change the laws or regulations governing, among other things, operations, maintenance, operating licenses, decommissioning, SNF storage, insurance, emergency planning, security and environmental and radiological matters.
Natural disasters and other significant events increase our risk that the NRC or other regulatory or 41 Table of Contents legislative bodies could change the laws or regulations governing, among other things, operations, maintenance, operating licenses, decommissioning, SNF storage, insurance, emergency planning, security and environmental and radiological matters.
To the extent that any of these counterparties are affected by deterioration in their creditworthiness or the agreements are otherwise determined to be unenforceable, we could be held responsible for the obligations.
To the extent that any of these counterparties are 33 Table of Contents affected by deterioration in their creditworthiness or the agreements are otherwise determined to be unenforceable, we could be held responsible for the obligations.
Operational harm could be in the form of impact to the generation fleet, our commercial operations, and/or reliability of the bulk 36 Table of Contents electric system. Impacts to confidential or proprietary information could include inappropriate release of certain types of information, including critical infrastructure, sensitive customer, vendor and employee, trading, export control or other confidential information.
Operational harm could be in the form of impact to the generation fleet, our commercial operations, and/or reliability of the bulk power system. Impacts to confidential or proprietary information could include inappropriate release of certain types of information, including critical infrastructure, sensitive customer, vendor and employee, trading, export control or other confidential information.
An example of such sanctions includes the "Prohibiting Russian Uranium Imports Act" which bans the import of low-enriched uranium into the U.S. that is produced in Russia or by Russian entities, absent a waiver from the DOE.
An example of such sanctions includes the “Prohibiting Russian Uranium Imports Act” which bans the import of low-enriched uranium into the U.S. that is produced in Russia or by Russian entities, absent a waiver from the DOE.
The cycle of production and utilization of nuclear fuel is complex, and we engage a diverse set of suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet long-term. Non-performance by these suppliers could have a material adverse impact on our consolidated financial statements. See ITEM 1.
The cycle of production and utilization of nuclear fuel is complex, and we engage a diverse set of suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet long-term. Non-performance by these suppliers could have a material adverse impact on our results of operations or financial condition. See ITEM 1.
Should the expected value of the NDT fund for any former ComEd unit fall below the amount of the expected decommissioning obligation for that unit, the accounting to offset decommissioning-related activities for that unit may be temporarily suspended or discontinued, and the decommissioning-related activities would be recognized in the Consolidated Statements of Operations and Comprehensive Income, the impact of which could be material.
Should the expected value of the NDT fund for any former ComEd unit fall below the amount of the expected decommissioning obligation for that unit, the accounting to offset decommissioning-related activities for that unit may be temporarily suspended or discontinued, and the decommissioning-related activities would be recognized in our results of operations, the impact of which could be material.
The impact could include reduced use of some of our generating facilities with effects on our operating revenues and costs. Federal and state legislation mandating the implementation of energy conservation programs and new energy consumption technologies could cause declines in customer energy consumption and lead to a decline in our operating revenues. See ITEM 1.
The impact could include reduced use of some of our generating facilities with effects on our operating revenues and costs. Federal and state legislation mandating the implementation of energy conservation programs, GHG emission limitations, and new energy consumption technologies could cause declines in customer energy consumption and lead to a decline in our operating revenues.
Violations of these requirements could subject us to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs for remediation and clean-up costs, civil penalties and exposure to third parties’ claims for alleged health or property damages or operating restrictions to achieve compliance.
Violations of these requirements could subject us to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs for remediation and cleanup 35 Table of Contents costs, civil penalties and exposure to third parties’ claims for alleged health or property damages or operating restrictions to achieve compliance.
Continued implementation of advanced digital technologies increases the potentially unfavorable impacts of such attacks and reliability, and may introduce new vulnerabilities and threat tactics. For example, threat actors could use Artificial Intelligence (AI) to develop malicious code and sophisticated phishing attempts.
Continued implementation of advanced digital technologies, including generative AI and machine learning, increases the potentially unfavorable impacts of such attacks and reliability, and may introduce new vulnerabilities and threat tactics. For example, threat actors could use AI to develop malicious code and sophisticated phishing attempts.
The success of the merger will depend, in part, on our ability to realize all or some of the anticipated benefits from integrating Calpine’s business with our existing businesses. The integration process will be complex, costly and time-consuming.
We may not realize all the expected benefits of the merger because of integration challenges. The success of the merger will depend, in part, on our ability to realize all or some of the anticipated benefits from integrating Calpine’s business with our existing businesses. The integration process will be complex, costly and time-consuming.
In addition, we have exposure to worldwide financial markets, including Europe, Canada, and Asia. Disruptions in these markets could reduce or restrict our ability to secure sufficient liquidity or secure liquidity at reasonable terms. As of December 31, 2024, approximately 35%, 11%, and 20% of our available credit facilities were with European, Canadian, and Asian banks, respectively.
In addition, we have exposure to worldwide financial markets, including Europe, Canada, and Asia. Disruptions in these markets could reduce or restrict our ability to secure sufficient liquidity or secure liquidity at reasonable terms. As of December 31, 2025, approximately 26%, 8%, and 13% of our available credit facilities were with European, Canadian, and Asian banks, respectively.
Our business is subject to credit quality standards that could require market participants to post collateral for their obligations upon a decline in ratings.
Our business is subject to credit quality standards that could require us to post collateral for our obligations upon a decline in ratings.
Lower capacity factors could decrease our revenues and increase operating costs by requiring us to produce additional energy from our natural gas and oil-fueled facilities or purchase additional energy in the spot or forward markets in order to satisfy our supply obligations to committed third-party sales.
Lower capacity factors could decrease our revenues and increase operating costs by requiring us to produce additional energy from our natural gas and oil-fueled facilities or purchase additional energy in the spot or forward markets in order to satisfy our supply obligations to committed third-party sales. These sources generally have higher costs to produce energy relative to our nuclear stations.
We have incurred and expect to incur non-recurring costs associated with consummation of the transaction. Most of these costs will be transaction costs, including fees paid to financial and legal advisors related to the merger and related financing arrangements, and employment-related costs, including change-in-control related payments made to certain Calpine executives.
We have incurred and expect to incur non-recurring costs associated with consummation of the transaction. Most of these costs will be transaction-related, including fees paid to financial and legal advisors for the merger and related financing arrangements, and employment-related costs, such as change-in-control payments made to certain Calpine executives. We will also incur transition costs related to formulating integration plans.
The existence of inflation in the economy has resulted in, or may result in, higher interest rates and capital costs, increased costs of labor, and other similar effects. If inflation rates rise or become elevated for a sustained period, they could have a material adverse effect on our business, financial condition, results of operations and liquidity.
An increase in inflation rates could result in higher interest rates and capital costs, increased costs of labor, and other similar effects. If inflation rates rise or become elevated for a sustained period, they could have a material adverse effect on our business, financial condition, results of operations and liquidity.
This expectation is based on preliminary estimates that are subject to change. We may also encounter additional transaction and integration-related costs, may fail to realize all the benefits anticipated in the merger, or be subject to other factors that affect preliminary estimates.
We currently anticipate that the merger will be accretive to earnings per share in 2026. This expectation is based on preliminary estimates that are subject to change. We may also encounter additional transaction and integration-related costs, may fail to realize all the benefits anticipated in the merger, or be subject to other factors that affect preliminary estimates.
Our success until the merger and the combined company’s success after the merger will depend in part upon our ability to retain key management personnel and other key employees of both companies.
The success of the combined company will depend in part upon our ability to retain key management personnel and other key employees of both companies.
The challenges associated with integrating the operations of Calpine’s business include, among others: • customer retention risk as well as the inability to finalize certain transactions currently in progress between Calpine and its customers; • delay in implementation of our business plan for the combined business; • unanticipated issues or costs in integrating financial, information technology, communications and other systems; • complexities associated with managing the larger, more complex, combined business; • potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the merger; • integrating relationships with industry contacts and business partners; • possible inconsistencies in standards, controls, procedures and policies, and compensation structures between Calpine and us; and • performance of Calpine’s generating assets and the costs to operate and maintain them, relative to expectations.
The challenges associated with integrating the operations of Calpine’s business include, among others: • customer retention risk, as well as the inability to finalize certain transactions currently in progress between Calpine and its customers; • delay in implementation of our business plan for the combined business; • unanticipated issues or costs in integrating financial, information technology, communications and other systems; • complexities associated with managing the larger, more complex, combined business; • potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the merger; • integrating relationships with industry contacts and business partners; • possible inconsistencies in standards, controls, procedures and policies, and compensation structures; and • performance of Calpine’s generating assets and the costs to operate and maintain them, relative to expectations. 44 Table of Contents It is possible that the integration process could result in the disruption of, or the loss of momentum in, our ongoing businesses or inconsistencies in standards, controls, procedures and policies, which could negatively impact the combined company.
Legal proceedings could result in a negative outcome, which we cannot predict. We are involved in legal proceedings, claims, and litigation arising from our business operations. Our material legal proceedings, claims, and litigation are summarized in Note 3 — Regulatory Matters and Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.
We are involved in legal proceedings, claims, and litigation arising from our business operations. Our material legal proceedings, claims, and litigation are summarized in Note 3 — Regulatory Matters and Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.
We will issue or reserve for issuance 50 million newly issued shares of common stock to Calpine stockholders as noted in the Merger Agreement (including shares of our common stock issuable pursuant to Calpine restricted 39 Table of Contents stock units and other equity-based awards).
We issued 50 million newly issued shares of common stock to Calpine stockholders as noted in the Merger Agreement (including shares of our common stock issuable pursuant to Calpine restricted stock units and other 43 Table of Contents equity-based awards).
Risks related to the proposed acquisition of Calpine primarily include: • challenges in satisfying conditions, obtaining regulatory approvals, and potential delays or abandonment of the merger agreement, • no assurance of the dividends at the current rate post-acquisition, reduced ownership and voting power for current shareholders, and potential dilution to earnings per share and significant transaction costs, • integration challenges including the complex, costly and time-consuming integration process with potential unknown liabilities, and the possible loss of key employees and customers, and • legal and regulatory risks such as potential lawsuits and substantial costs, as well as valuation risk, which could negatively impact future operating results.
Risks related to the acquisition of Calpine primarily include: • no assurance of the dividends at the current rate post-acquisition, reduced ownership and voting power for current shareholders, and potential dilution to earnings per share, • integration challenges including the complex, costly and time-consuming integration process with potential unknown liabilities, and the possible loss of key employees and customers, and 29 Table of Contents • legal and regulatory risks such as potential lawsuits and substantial costs, as well as valuation risk, which could negatively impact future operating results.
Any changes to the utilities' regulatory agreements could impact our ability to offset decommissioning-related activities for these units within the Consolidated Statements of Operations and Comprehensive Income, and the impact to our consolidated financial statements could be material.
Any changes to the utilities' regulatory agreements could impact our ability to offset decommissioning-related activities for these units within our results of operations, and the impact to our results of operations or financial condition could be material.
In periods of sustained low natural gas and power prices and low market volatility, retail competitors can aggressively pursue market share because the barriers to entry can be low and wholesale generators (including us) use their retail operations to hedge generation output. Market Designs. The wholesale markets vary from region to region with distinct rules, practices and procedures.
In periods of sustained low natural gas and power prices and low market volatility, retail competitors can aggressively pursue market share because the barriers to entry can be low and wholesale generators (including us) use their retail operations to hedge generation output.
Such risks, which could negatively affect our consolidated financial statements, fall primarily under the categories below: Risks related to market and financial factors primarily include: • the price and availability of fuels, • the generation resources in the markets in which we operate, • the design of power markets, • our ability to operate our generating assets, 26 Table of Contents • our ability to access capital markets, • the impacts of ongoing competition, and • emerging technologies and business models, including those related to climate change mitigation and transition to a low-carbon economy.
Such risks, which could negatively affect our results of operations or financial condition, fall primarily under the categories below: Risks related to market and financial factors primarily include: • the price and availability of fuels, • the generation resources in the markets in which we operate, • the design of power markets, • our ability to operate our generating assets, • our ability to access capital markets, • the impacts of ongoing competition, and • emerging technologies, business models, and demand driven by industry trends, including those related to climate change mitigation and transition to a low-emissions economy.
Decisions on whether, when, and in which amounts to make any future distributions will remain at all times entirely at the discretion of our Board of Directors, which reserves the right to change our dividend practices at any time and for any reason. Our current shareholders will have a reduced ownership and voting power after the merger.
Decisions on whether, when, and in which amounts to make any future distributions will remain at all times entirely at the discretion of our Board of Directors, which reserves the right to change our dividend practices at any time and for any reason.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK and Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on our credit risk. We could be negatively affected by the impacts of weather.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK and Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on our credit risk. We may be adversely affected by the effects of sustained inflation.
A loss of market-based rate authority would mean that we would sell power at cost-based rates. Our business is highly regulated and could be negatively affected by legislative and/or regulatory actions. Substantial aspects of our business are subject to comprehensive federal or state legislation and/or regulation.
A loss of market-based rate authority would mean that we would sell power at cost-based rates. Our business is highly regulated and could be negatively affected by legislative and/or regulatory actions.
Risks related to legislative, regulatory, and legal factors primarily include changes to, and compliance with, the laws and regulations that govern: • the renewal of operating licenses, • environmental and climate policy, and • tax policy.
Risks related to legislative, regulatory, and legal factors primarily include changes to, and compliance with, the laws and regulations that govern: • the renewal of operating licenses, • the ability to retire or repower units, • energy policy, including market design, • environmental and climate policy, and • tax policy.
We currently utilize a mix of third-party managed service providers to host and support our information technology, customer support, and generation operations. As an example, our data centers are hosted in vendor-managed co-location facilities.
We currently utilize a mix of third-party managed service providers to host and support our information technology, customer support, and generation operations. For example, our data centers are hosted in vendor-managed co-location facilities; we also host infrastructure with major cloud service providers and utilize enterprise business systems.
To the extent portions of the power portfolio are not needed for that purpose, our output is sold in the wholesale power markets. To the extent our power portfolio is not sufficient to meet the requirements of our customers under the related agreements, we must purchase power in the wholesale power markets.
To the extent our power portfolio is not sufficient to meet the requirements of our customers under the related agreements, we must purchase power in the wholesale power markets.
When refueling outages last longer than anticipated or we experience unplanned outages, capacity factors decrease, and we face lower margins due to higher energy replacement costs and/or lower energy sales and higher operating and maintenance costs. Nuclear fuel quality. The quality of nuclear fuel utilized by us could affect the efficiency and costs of our operations.
When refueling outages last longer than anticipated or we experience unplanned outages, capacity factors decrease, and we face lower margins due to higher energy replacement costs and/or lower energy sales and higher operating and maintenance costs. Nuclear fuel.
These sources generally have higher costs than we incur to produce energy from our nuclear stations. Nuclear refueling outages. In general, refueling outages are planned to occur once every 18 to 24 months. The total number of refueling outages, along with their duration, could have a significant impact on our results of operations.
Nuclear refueling outages. In general, refueling outages are planned to occur once every 18 to 24 months. The total number of refueling outages, along with their duration, could have a significant impact on our results of operations.
The pursuit of the merger and the preparation for the integration could place a burden on management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process may negatively impact our financial results.
Merger integration efforts could place a burden on management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process may negatively impact our results of operations or financial condition. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
If this were to happen, identifying and correcting the causes could require significant time and expense. We could choose to close a plant rather than incur the expense of restarting it or returning the plant to full capacity. In either event, we could lose revenue and incur increased purchased power costs and fuel expense to meet supply commitments.
The operator could choose to close a plant rather than incurring the expense of restarting it or returning the plant to full capacity. In either event, we could lose revenue and incur increased purchased power and fuel expense to meet supply commitments.
Our business is capital intensive, and our assets could require significant expenditures to maintain and are subject to operational failure, which could result in potential liability. Our business is capital intensive and requires significant investments in electric generating facilities.
Furthermore, the scenarios above could result in adverse changes in insurance deductibles, premiums, coverage and/or limits. Our business is capital intensive, and our assets could require significant expenditures to maintain and are subject to operational failure, which could result in potential liability. Our business is capital intensive and requires significant investments in electric generating facilities.
Such initiatives could involve significant risks and uncertainties, including distraction of management from current operations, inadequate return on capital, and unidentified issues not discovered during diligence performed prior to launching an initiative or entering a market. Additionally, it is possible that FERC, state public utility commissions, or others could impose certain other restrictions on such transactions.
Such initiatives could involve significant risks and uncertainties, including distraction of management from current operations, inadequate return on capital, and unidentified issues not discovered during diligence performed prior to launching an initiative or entering a market.
An impairment would require us to reduce the carrying value of the long-lived asset and goodwill to fair value through a non-cash charge to expense by the amount of the impairment. See ITEM 7.
An impairment would require us to reduce the carrying value of the long-lived asset and goodwill to fair value through a non-cash charge to expense by the amount of the impairment and could have a material adverse impact on our future operating results or financial condition. See ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Liquidity and Capital Resources – Credit Matters and Cash Requirements – Security Ratings and Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding the potential impacts of credit downgrades on our cash flows. 29 Table of Contents If we fail to meet project-specific financing agreement requirements, we could experience an impairment or loss of the financed project.
See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Liquidity and Capital Resources – Credit Matters and Cash Requirements – Security Ratings and Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding the potential impacts of credit downgrades on our cash flows.
We have project-specific financing arrangements and must meet the requirements of various agreements relating to those financings.
If we fail to meet project-specific financing agreement requirements, we could experience an impairment or loss of the financed project. We have project-specific financing arrangements and must meet the requirements of various agreements relating to those financings.
See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on the nuclear PTC. NRC actions could negatively affect the operations and profitability of our nuclear generating fleet. Regulatory Risk.
We cannot predict when or whether legislative and regulatory proposals could become law or what their effect would be. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. NRC actions could negatively affect the operations and profitability of our nuclear generating fleet. Regulatory Risk.
Over time, we may need to make additional investments to adapt to changes in operational requirements as a result of climate change. Climate mitigation and transition risks include changes to the energy systems as a result of new technologies, changing customer expectations and/or voluntary GHG goals, as well as local, state or federal regulatory requirements intended to reduce GHG emissions.
We may be exposed to climate mitigation and transition risks if we are adversely affected by changes to the energy systems as a result of new technologies, changing customer expectations and/or voluntary GHG goals, as well as local, state or federal regulatory requirements intended to reduce GHG emissions. See ITEM 1.
Coordinated physical and or cyber-attacks that disrupt multiple key electric assets of unaffiliated parties responsible for real-time planning and management of the bulk electric system could impact our ability to provide generation, potentially resulting in localized and regional blackouts affecting third parties and the public, many of which will have no direct commercial relationship with the Company.
Coordinated physical and or cyber-attacks that disrupt multiple key electric or natural gas assets of unaffiliated, interconnected parties (such as parties responsible for real-time planning and management of the bulk power system) could impact our ability to provide generation, potentially resulting in localized and regional blackouts affecting third parties and the public, many of which might have no direct commercial relationship with the Company. 40 Table of Contents We cannot anticipate, detect, repel, or implement fully effective preventative measures against all cyber threats, particularly because the techniques used are constantly evolving.
We rely on the capital markets, particularly for publicly offered debt, as well as the banking and commercial paper markets, to meet our financial commitments and short-term liquidity needs. Disruptions in the capital and credit markets in the United States or abroad could negatively affect our ability to access the capital markets or draw on our bank revolving credit facilities.
We could be negatively affected by unstable capital and credit markets and increased volatility in commodity markets. We rely on the capital markets, particularly for publicly offered debt, as well as the banking and commercial paper markets, to meet our financial commitments and short-term liquidity needs.
However, there is no assurance that our shareholders will receive the same dividends following the merger for reasons that may include capital spending plans, financing agreements, cash flow or financial position.
We currently expect to pay dividends in an amount consistent with the dividend policy in effect prior to the completion of the merger. However, there is no assurance that our shareholders will receive the same dividends following the merger for reasons that may include capital spending plans, financing agreements, cash flow or financial condition.
Factors, such as future prices and demand for power, natural gas and other energy-related commodities, become more difficult to predict and the calculations become less reliable the further into the future estimates are made. As a result, we cannot predict the impact that our commodity trading activities and risk management decisions could have on our consolidated financial statements.
Factors, such as future prices and demand for power, natural gas and other energy-related commodities, become more difficult to predict and the calculations become less reliable the further into the future estimates are made.
Similar effects could result from a change in the Federal Power Act or the applicable regulations due to events at hydroelectric facilities owned by others, as well as those owned by us.
Similar effects could result from a change in the Federal Power Act or the applicable regulations due to events at hydroelectric facilities owned by others, as well as those owned by us. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information regarding the license renewal for the Conowingo hydroelectric project.
Disruptions in the capital markets and their actual or perceived effects on particular businesses and the broader economy could adversely affect the value of the investments held within our NDTs and employee benefit plan trusts. We have significant obligations in these areas and hold substantial assets in these trusts to meet those obligations.
Market performance and other factors could decrease the value of our NDT funds and employee benefit plan assets, which then could require significant additional funding. Disruptions in the capital markets and their actual or perceived effects on particular businesses and the broader economy could adversely affect the value of the investments held within our NDTs and employee benefit plan trusts.
We could continue to pursue growth in our existing businesses and markets and further diversification across the competitive energy value chain. This could include opportunistic carbon-free energy acquisitions, creating new value from our existing fleet through nuclear uprates, renewable repowerings, co-location of customer load, growing sustainability solutions for our customers, and investment opportunities in other emerging technologies and innovation.
This could include opportunistic emissions-free energy acquisitions, creating new value from our existing fleet through nuclear uprates, renewable repowerings, development of additional capacity for battery storage, natural gas, and CCUS, co-location of customer load, growing sustainability solutions for our customers, and investment opportunities in other emerging technologies and innovations.
Unfavorable economic conditions, milder than normal weather, and the growth of energy efficiency and demand response programs can depress demand. In addition, in some markets, the supply of electricity can exceed demand during some hours of the day, resulting in loss of revenue for baseload generating plants such as our nuclear plants. Retail Competition.
In addition, in some markets, the supply of electricity can exceed demand during some hours of the day, resulting in lower market prices, including periods of negative pricing, and loss of revenue for baseload generating plants such as our nuclear plants. Retail Competition.
Approximately 70% of our generating resources, which include directly owned assets and capacity obtained through long-term contracts, are in the area encompassed by PJM.
Risks Related to Legislative, Regulatory, and Legal Factors Federal or state legislative or regulatory actions could negatively affect the scope and functioning of the wholesale markets. Approximately 70% of our generating resources, which include directly owned assets and capacity obtained through long-term contracts, are in the area encompassed by PJM.
We expect that the elimination of costs, as well as the realization of other efficiencies related to the integration of the businesses, will exceed incremental transaction and merger-related costs over time. We may not realize all the expected benefits of the merger because of integration challenges.
We may incur additional unanticipated costs in the integration of the businesses, which could negatively impact our operating results. We expect that the elimination of costs, as well as the realization of other efficiencies related to the integration of the businesses, will exceed incremental transaction- and merger-related costs over time.
Each of these factors could affect our consolidated financial statements through, among other things, reduced operating revenues, increased operating and maintenance expenses, increased capital expenditures, and potential asset impairment charges or accelerated depreciation and decommissioning expenses over shortened remaining asset useful lives. 28 Table of Contents Market performance and other factors could decrease the value of our NDT funds and employee benefit plan assets, which then could require significant additional funding.
Each of these factors could affect our results of operations or financial condition through, among other things, reduced operating revenues, increased operating and maintenance expenses, increased capital expenditures, and potential asset impairment charges or accelerated depreciation and decommissioning expenses over shortened remaining asset useful lives.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Liquidity and Capital Resources for additional information regarding our potential future capital expenditures. Our performance could be negatively affected if we fail to attract and retain an appropriately qualified workforce.
Our results of operations or financial condition could be negatively affected if we were unable to effectively manage our capital projects or raise the necessary capital. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Liquidity and Capital Resources for additional information regarding our potential future capital expenditures.
Certain events, such as an employee strike, loss of employees, loss of contract resources due to a major event, and an aging workforce without appropriate replacements, could lead to operating challenges and increased costs for us. The challenges include lack of resources, loss of knowledge, and a lengthy time period associated with skill development.
Our performance could be negatively affected if we fail to attract and retain an appropriately qualified workforce. Certain events, such as an employee strike, loss of employees, loss of contract resources due to a major event, and an aging workforce without appropriate replacements, could lead to operating challenges and increased costs for us.
Failure to obtain the necessary approvals could result in the impairment of amounts capitalized. The restart is a complex undertaking including procuring or restoring specialized components on a critical timeline. Failure to meet contractual timelines could result in significant penalties. Overages in costs or unforeseen issues could result in lower than planned returns on the investment.
Additionally, through separate requests, we will pursue obtaining a renewed license to operate the plant and a FERC interconnection agreement. Failure to obtain the necessary approvals could result in the impairment of amounts capitalized. The restart is a complex undertaking including procuring or restoring specialized components on a critical timeline. Failure to meet contractual timelines could result in significant penalties.
We are continuously evolving our cybersecurity strategy and technical controls to prepare for, identify, protect, detect, respond, and recover our technology systems, information and operations from such attacks. See ITEM 1C. CYBERSECURITY for more information. Our employees, contractors, customers and the general public could be exposed to a risk of injury due to the nature of the energy industry.
We are continuously evolving our cybersecurity strategy and technical controls to prepare for, identify, protect, detect, respond, and recover our technology systems, information and operations from such attacks. See ITEM 1C. CYBERSECURITY for more information. The rapid development and integration of AI technologies into our processes presents several risks to our business.
The supply markets for nuclear fuel, natural gas, and oil are subject to price fluctuations, 27 Table of Contents availability restrictions, tariffs, counterparty default, and geopolitical risk, including the ongoing Russia and Ukraine conflict which has yielded sanctions and legislation by the United States, United Kingdom, European Union, and Canada impacting the exports and imports of Russian nuclear fuel.
Geopolitical risks specific to nuclear fuel include the ongoing Russia and Ukraine conflict which has yielded sanctions and legislation by the United States, United Kingdom, European Union, Russia, and Canada impacting the exports and imports of Russian nuclear fuel.
For instance, commercial and residential solar generation installations, energy storage improvements that include batteries and fuel cells, and other emerging technologies are improving the cost-effectiveness of customer self-supply of electricity. Improvements in energy efficiency of lighting, appliances, equipment and building materials will also affect energy consumption by customers.
Advancements in both distributed and utility-scale power generation technology could impact market prices and demand size and behaviors. For instance, commercial and residential solar generation installations, energy storage improvements that include batteries and fuel cells, and other emerging technologies are improving the cost-effectiveness of customer self-supply of electricity.
Long-lived assets, goodwill, and other assets could become impaired. Long-lived assets – principally, generation assets – represent the single largest asset class on our Consolidated Balance Sheets. In addition, we have a material goodwill balance as of December 31, 2024.
Although we may take measures to mitigate the impact of inflation, those measures may not be effective. Long-lived assets, goodwill, and other assets could become impaired. Long-lived assets – principally, generation assets – represent the single largest asset class on our Consolidated Balance Sheets.
A decline in the market value of the pension and OPEB plan assets would increase the funding requirements associated with our pension and OPEB plan obligations. Additionally, our pension and OPEB plan liabilities are sensitive to changes in interest rates. As interest rates decrease, the liabilities increase, potentially increasing benefit costs and funding requirements.
Additionally, our pension and OPEB plan liabilities are sensitive to changes in interest rates. As interest rates decrease, the liabilities increase, potentially increasing benefit costs and funding requirements. See Note 10 — Asset Retirement Obligations and Note 14 — Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additional information.
Each current shareholder will remain a shareholder of Constellation with a percentage ownership of the combined company that will be smaller than the shareholder’s percentage of Constellation prior to the merger. As a result of this reduced ownership percentage, our current shareholders will have less influence on the policies of the combined company than they did prior to the transaction.
As a result of this reduced ownership percentage, prior shareholders will have less influence on the policies of the combined company.
All these 38 Table of Contents factors could result in higher costs or lower revenues than expected, resulting in lower than planned returns on investment. We are actively pursuing the restart of our Crane nuclear generation facility.
All these factors could result in higher costs or lower revenues than expected, resulting in lower than planned returns on investment. We are actively implementing the restart of our Crane nuclear generation facility. The restart is subject to certain regulatory approvals, including the NRC comprehensive safety and environmental review, as well as permits from relevant state and local agencies.
These judgments include reserves established for potential adverse outcomes regarding tax positions that have been taken that could be subject to challenge by the tax authorities. See Note 1 — Basis of Presentation and Note 13 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information.
These tax obligations include income, real estate, sales and use, and employment-related taxes and ongoing appeal issues related to these tax matters. These judgments include reserves established for potential adverse outcomes regarding tax positions that have been taken that could be subject to challenge by the tax authorities.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeEmergent matters or events are reported to the Board between scheduled meetings on an ad hoc basis through our incident response and crisis management protocols. At the executive and management level, the Chief Administration Officer, via delegations to the Cyber Security organization, is authorized to govern and functionally oversee our security controls and services on behalf of the enterprise.
Biggest changeAt the executive and management level, the Chief Administration Officer, via delegations to the cybersecurity organization, is authorized to govern and functionally oversee our security controls and services on behalf of the enterprise.
At the highest level, our program includes multi-layered oversight by the Board of Directors and Board Committees. Our cybersecurity and physical security controls are implemented through policies and procedures we utilize for planning, performing, managing, assessing, innovating, and improving our security controls.
At the highest level, our program includes multi-layered oversight by the Board of Directors and Board Committees. Our cybersecurity and physical security controls are implemented through technical systems, policies and procedures we utilize for planning, performing, managing, assessing, innovating, and improving our security controls.
If the company is the target of a cybersecurity attack, we have established processes for incident response and crisis management to triage potential incidents, determine severity, contain, and eradicate a threat. These processes require notifications to regulatory and other governmental authorities of cybersecurity events as required by law, including providing notice to investors for material cybersecurity events.
If we are the target of a cybersecurity attack, we have established processes for incident response and crisis management to triage potential incidents, determine severity, contain, and eradicate a threat. These processes require notifications to regulatory and other governmental authorities of cybersecurity events as required by law, including providing notice to investors for material cybersecurity events.
In addition, cybersecurity risk is assessed and tracked through the Company's enterprise risk management program. 43 Table of Contents Although the risks from cyber threats have not materially affected our business strategy, results of operations, or financial condition to date, we continue to closely monitor cyber risk.
In addition, cybersecurity risk is assessed and tracked through the Company's enterprise risk management program. Although the risks from cyber threats have not materially affected our business strategy, results of operations, or financial condition to date, we continue to closely monitor cyber risk.
The program aligns enterprise cyber and physical security controls with the National Institute of Standards & Technology (NIST) Cybersecurity Framework (CSF) and other industry standards such as the NERC and NRC cybersecurity standards. Our cybersecurity program is aligned to 42 Table of Contents the five functions of the NIST Cybersecurity Framework – identify, detect, protect, respond, and recover.
The program aligns enterprise cyber and physical security controls with the National Institute of Standards & Technology (NIST) Cybersecurity Framework (CSF) and other industry standards such as the NERC and NRC cybersecurity standards. Our cybersecurity program is aligned to the five functions of the NIST Cybersecurity Framework – identify, detect, protect, respond, and recover.
Cross-functional executive steering committees and peer groups, with business unit and technical stakeholder participation, are maintained to support oversight, security controls development, change management, implementation, evaluation, continuous improvement, and sustainment. To assist in detecting cybersecurity events, we deploy security logging and monitoring, malicious code detection, and data loss protection tools.
Cross-functional executive steering committees and peer groups, with business unit and technical stakeholder participation, are maintained to support oversight, security controls development, change management, implementation, evaluation, continuous improvement, and sustainment. 45 Table of Contents To assist in detecting cybersecurity events, we deploy security logging and monitoring, malicious code detection, and data loss protection tools.
ITEM 1C. CYBERSECURITY Risk Management and Strategy Constellation has established programs and processes to manage material risks from cybersecurity threats including assessing and identifying existing cybersecurity risks, as well as continuously monitoring for developing risks.
ITEM 1C. CYBERSECURITY Risk Management and Strategy We have established technical systems programs and processes to manage material risks from cybersecurity threats including assessing and identifying existing cybersecurity risks, as well as continuously monitoring for developing risks.
RISK FACTORS for additional information regarding the Company’s cybersecurity risks.
RISK FACTORS for additional information regarding the Company’s cybersecurity risks. 46 Table of Contents
Our Chief Information Officer (CIO) and Chief Information Security Officer (CISO) provide regular reports to the Board, or one or both of its designated Committees, regarding the security of our operational and information technology programs, systems, and risks. We also report on the state of our cybersecurity program and provide key risk indicators to track performance.
Our Chief Information Officer (CIO) and Chief Information Security Officer (CISO) provide regular reports to the Board, or one or both of its designated Committees, regarding the security of our operational and information technology programs, systems, and risks.
To recover our systems and information, we utilize established system recovery plans and business continuity plans. As part of our process to continuously improve, we utilize our internal audit, risk, and legal functions to evaluate security controls and risk management practices. We also engage third-party subject matter experts to independently assess our programs, processes and technical controls, as needed.
To recover our systems and information, we utilize established system recovery plans, data and configuration backup strategies, and business continuity plans. As part of our process to continuously improve, we utilize our internal audit, risk, and legal functions to evaluate security controls and risk management practices.
Added
We also engage third-party subject matter experts to independently assess our programs, processes and technical controls, as needed.
Added
We also report on the state of our cybersecurity program, provide key risk indicators to track performance, and schedule additional informational sessions on cybersecurity practices, as needed. Emergent matters or events are reported to the Board between scheduled meetings on an ad hoc basis through our incident response and crisis management protocols.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIES The following table presents our interests in net electric generating capacity by station at December 31, 2024: Station (a) Location No. of Units Percent Owned (b) Primary Fuel Type Primary Dispatch Type (c) Net Generation Capacity (MWs) (d) Midwest Braidwood Braidwood, IL 2 Uranium Baseload 2,386 Byron Byron, IL 2 Uranium Baseload 2,350 LaSalle Seneca, IL 2 Uranium Baseload 2,320 Dresden Morris, IL 2 Uranium Baseload 1,845 Quad Cities Cordova, IL 2 75 Uranium Baseload 1,403 Clinton Clinton, IL 1 Uranium Baseload 1,092 Michigan Wind 2 Sanilac County, MI 50 51 (e) Wind Intermittent 46 Beebe Gratiot County, MI 34 51 (e) Wind Intermittent 42 Michigan Wind 1 Huron County, MI 46 51 (e) Wind Intermittent 35 Harvest 2 Huron County, MI 33 51 (e) Wind Intermittent 30 Harvest Huron County, MI 31 51 (e) Wind Intermittent 26 Beebe 1B Gratiot County, MI 21 51 (e) Wind Intermittent 26 CP Windfarm Faribault County, MN 2 51 (e) Wind Intermittent 2 Clinton Battery Storage Blanchester, OH 1 Energy Storage Peaking 5 Total Midwest 11,608 Mid-Atlantic Limerick Sanatoga, PA 2 Uranium Baseload 2,315 Calvert Cliffs Lusby, MD 2 Uranium Baseload 1,789 Peach Bottom Delta, PA 2 50 Uranium Baseload 1,324 Salem Lower Alloways Creek Township, NJ 2 42.59 Uranium Baseload 989 Conowingo Darlington, MD 11 Hydroelectric Baseload 497 Criterion Oakland, MD 28 51 (e) Wind Intermittent 36 Fair Wind Garrett County, MD 12 Wind Intermittent 30 Fourmile Ridge Garrett County, MD 16 51 (e) Wind Intermittent 20 Solar Horizons Emmitsburg, MD 1 51 (e) Solar Intermittent 8 Solar New Jersey 3 Middle Township, NJ 4 51 (e) Solar Intermittent 1 Muddy Run Drumore, PA 8 Hydroelectric Intermediate 1,058 Eddystone 3, 4 Eddystone, PA 2 Oil/Gas Peaking 760 (h) Perryman Aberdeen, MD 5 Oil/Gas Peaking 404 (i) Croydon West Bristol, PA 8 Oil Peaking 391 Handsome Lake Kennerdell, PA 5 Gas Peaking 268 Richmond Philadelphia, PA 2 Oil Peaking 98 Philadelphia Road Baltimore, MD 4 Oil Peaking 60 44 Table of Contents Station (a) Location No. of Units Percent Owned (b) Primary Fuel Type Primary Dispatch Type (c) Net Generation Capacity (MWs) (d) Eddystone Eddystone, PA 4 Oil Peaking 60 Delaware Philadelphia, PA 4 Oil Peaking 56 Southwark Philadelphia, PA 4 Oil Peaking 52 Falls Morrisville, PA 3 Oil Peaking 51 Moser Lower Pottsgrove Township, PA 3 Oil Peaking 51 Chester Chester, PA 3 Oil Peaking 39 Schuylkill Philadelphia, PA 2 Oil Peaking 30 Total Mid-Atlantic 10,387 ERCOT STP Bay City, TX 2 44 (j) Uranium Baseload 1,162 Whitetail Webb County, TX 57 51 (e) Wind Intermittent 47 Sendero Jim Hogg and Zapata Counties, TX 39 51 (e) Wind Intermittent 40 Colorado Bend II Wharton, TX 3 Gas Intermediate 1,143 Wolf Hollow II Granbury, TX 3 Gas Intermediate 1,103 Handley 3 Fort Worth, TX 1 Gas Intermediate 375 Handley 4, 5 Fort Worth, TX 2 Gas Peaking 870 Total ERCOT 4,740 New York NMP Scriba, NY 2 (f) Uranium Baseload 1,675 FitzPatrick Scriba, NY 1 Uranium Baseload 842 Ginna Ontario, NY 1 Uranium Baseload 576 Total New York 3,093 Other Antelope Valley Lancaster, CA 1 Solar Intermittent 242 Bluestem Beaver County, OK 60 51 (e)(g) Wind Intermittent 101 Shooting Star Kiowa County, KS 65 51 (e) Wind Intermittent 53 Bluegrass Ridge King City, MO 26 51 (e) Wind Intermittent 29 Conception Barnard, MO 23 51 (e) Wind Intermittent 26 Cow Branch Rock Port, MO 24 51 (e) Wind Intermittent 26 Mountain Home Glenns Ferry, ID 20 51 (e) Wind Intermittent 21 45 Table of Contents Station (a) Location No. of Units Percent Owned (b) Primary Fuel Type Primary Dispatch Type (c) Net Generation Capacity (MWs) (d) High Mesa Elmore County, ID 19 51 (e) Wind Intermittent 20 Echo 1 Echo, OR 21 50.49 (e) Wind Intermittent 17 Sacramento PV Energy Sacramento, CA 4 51 (e) Solar Intermittent 15 Cassia Buhl, ID 13 51 (e) Wind Intermittent 14 Wildcat Lovington, NM 13 51 (e) Wind Intermittent 14 Echo 2 Echo, OR 9 51 (e) Wind Intermittent 9 Tuana Springs Hagerman, ID 8 51 (e) Wind Intermittent 9 Greensburg Greensburg, KS 10 51 (e) Wind Intermittent 6 Threemile Canyon Boardman, OR 6 51 (e) Wind Intermittent 5 Loess Hills Rock Port, MO 4 Wind Intermittent 5 Denver Airport Solar Denver, CO 1 51 (e) Solar Intermittent 2 Hillabee Alexander City, AL 3 Gas Intermediate 753 Wyman 4 Yarmouth, ME 1 5.9 Oil Intermediate 35 West Medway II West Medway, MA 2 Oil/Gas Peaking 188 West Medway West Medway, MA 3 Oil Peaking 123 Grand Prairie Alberta, Canada 1 Gas Peaking 105 Framingham Framingham, MA 3 Oil Peaking 30 Total Other 1,848 Total 31,676 __________ (a) All nuclear stations are boiling water reactors except Braidwood, Byron, Calvert Cliffs, Ginna, Salem, and STP units which are pressurized water reactors.
Biggest changePROPERTIES The following table presents our interests in net electric generating capacity by station at December 31, 2025: Station (a) Location No. of Units Percent Owned (b) Primary Fuel Type Primary Dispatch Type (c) Net Generation Capacity (MWs) (d) Midwest Braidwood Braidwood, IL 2 Uranium Baseload 2,386 Byron Byron, IL 2 Uranium Baseload 2,350 LaSalle Seneca, IL 2 Uranium Baseload 2,320 Dresden Morris, IL 2 Uranium Baseload 1,845 Quad Cities Cordova, IL 2 75 Uranium Baseload 1,403 Clinton Clinton, IL 1 Uranium Baseload 1,092 Michigan Wind 2 Sanilac County, MI 50 51 (e) Wind Intermittent 46 Beebe Gratiot County, MI 34 51 (e) Wind Intermittent 42 Michigan Wind 1 Huron County, MI 46 51 (e) Wind Intermittent 35 Harvest 2 Huron County, MI 33 51 (e) Wind Intermittent 30 Harvest Huron County, MI 31 51 (e) Wind Intermittent 26 Beebe 1B Gratiot County, MI 21 51 (e) Wind Intermittent 26 Clinton Battery Storage Blanchester, OH 1 Energy Storage Peaking 5 Total Midwest 11,606 Mid-Atlantic Limerick Sanatoga, PA 2 Uranium Baseload 2,315 Calvert Cliffs Lusby, MD 2 Uranium Baseload 1,789 Peach Bottom Delta, PA 2 50 Uranium Baseload 1,324 Salem Lower Alloways Creek Township, NJ 2 42.59 Uranium Baseload 988 Conowingo Darlington, MD 11 Hydroelectric Baseload 497 Criterion Oakland, MD 28 51 (e) Wind Intermittent 36 Fair Wind Garrett County, MD 12 Wind Intermittent 30 Fourmile Ridge Garrett County, MD 16 51 (e) Wind Intermittent 20 Solar Horizons Emmitsburg, MD 1 51 (e) Solar Intermittent 8 Solar New Jersey 3 Middle Township, NJ 4 51 (e) Solar Intermittent 1 Muddy Run Drumore, PA 8 Hydroelectric Intermediate 1,058 Eddystone 3, 4 Eddystone, PA 2 Oil/Gas Peaking 760 Perryman Aberdeen, MD 5 Oil/Gas Peaking 404 Croydon West Bristol, PA 8 Oil Peaking 391 Handsome Lake Kennerdell, PA 5 Gas Peaking 268 Richmond Philadelphia, PA 2 Oil Peaking 98 Philadelphia Road Baltimore, MD 4 Oil Peaking 60 Eddystone Eddystone, PA 4 Oil Peaking 60 Delaware Philadelphia, PA 4 Oil Peaking 56 Southwark Philadelphia, PA 4 Oil Peaking 52 Falls Morrisville, PA 3 Oil Peaking 51 47 Table of Contents Station (a) Location No. of Units Percent Owned (b) Primary Fuel Type Primary Dispatch Type (c) Net Generation Capacity (MWs) (d) Moser Lower Pottsgrove Township, PA 3 Oil Peaking 51 Chester Chester, PA 3 Oil Peaking 39 Schuylkill Philadelphia, PA 2 Oil Peaking 30 Total Mid-Atlantic 10,386 ERCOT STP Bay City, TX 2 44 (g) Uranium Baseload 1,164 Whitetail Webb County, TX 57 51 (e) Wind Intermittent 47 Sendero Jim Hogg and Zapata Counties, TX 39 51 (e) Wind Intermittent 40 Colorado Bend II Wharton, TX 3 Gas Intermediate 1,143 Wolf Hollow II Granbury, TX 3 Gas Intermediate 1,103 Handley 3 Fort Worth, TX 1 Gas Intermediate 375 Handley 4, 5 Fort Worth, TX 2 Gas Peaking 870 Total ERCOT 4,742 New York NMP 1 Scriba, NY 1 Uranium Baseload 620 NMP 2 Scriba, NY 1 82 Uranium Baseload 1,055 FitzPatrick Scriba, NY 1 Uranium Baseload 842 Ginna Ontario, NY 1 Uranium Baseload 576 Total New York 3,093 Other Antelope Valley Lancaster, CA 1 Solar Intermittent 242 Bluestem Beaver County, OK 60 51 (e)(f) Wind Intermittent 101 Shooting Star Kiowa County, KS 65 51 (e) Wind Intermittent 53 Bluegrass Ridge King City, MO 26 51 (e) Wind Intermittent 29 Conception Barnard, MO 23 51 (e) Wind Intermittent 26 Cow Branch Rock Port, MO 23 51 (e) Wind Intermittent 26 Mountain Home Glenns Ferry, ID 20 51 (e) Wind Intermittent 21 High Mesa Elmore County, ID 19 51 (e) Wind Intermittent 20 Echo 1 Echo, OR 21 50.49 (e) Wind Intermittent 17 Sacramento PV Energy Sacramento, CA 4 51 (e) Solar Intermittent 15 Cassia Buhl, ID 13 51 (e) Wind Intermittent 14 Wildcat Lovington, NM 13 51 (e) Wind Intermittent 14 Echo 2 Echo, OR 9 51 (e) Wind Intermittent 9 Tuana Springs Hagerman, ID 8 51 (e) Wind Intermittent 9 Greensburg Greensburg, KS 10 51 (e) Wind Intermittent 6 Threemile Canyon Boardman, OR 6 51 (e) Wind Intermittent 5 Loess Hills Rock Port, MO 4 Wind Intermittent 5 Denver Airport Solar Denver, CO 1 51 (e) Solar Intermittent 2 Hillabee Alexander City, AL 3 Gas Intermediate 753 48 Table of Contents Station (a) Location No. of Units Percent Owned (b) Primary Fuel Type Primary Dispatch Type (c) Net Generation Capacity (MWs) (d) Wyman 4 Yarmouth, ME 1 5.9 Oil Intermediate 34 West Medway II West Medway, MA 2 Oil/Gas Peaking 189 West Medway West Medway, MA 3 Oil Peaking 123 Grand Prairie Alberta, Canada 1 Gas Peaking 105 Framingham Framingham, MA 3 Oil Peaking 31 Total Other 1,849 Total 31,676 __________ (a) All nuclear stations are boiling water reactors except Braidwood, Byron, Calvert Cliffs, Ginna, Salem, and STP units which are pressurized water reactors.
For additional information on insurance specific to our nuclear facilities, see 46 Table of Contents Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. For our insured losses, we are self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained.
For additional information on insurance specific to our nuclear facilities, see Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. For our insured losses, we are self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained.
Any such losses could have a material adverse effect on our consolidated financial statements.
Any such losses could have a material adverse effect on our results of operation or financial condition.
(f) We wholly own NMP Unit 1 and have an 82% undivided ownership interest in NMP Unit 2. (g) CRP owns 100% of the Class A membership interests and a tax equity investor owns 100% of the Class B membership interests of the entity that owns the Bluestem generating assets.
(f) CRP owns 100% of the Class A membership interests and a tax equity investor owns 100% of the Class B membership interests of the entity that owns the Bluestem generating assets. (g) Within the 44% undivided ownership interest in STP, 2% interest was recorded as held for sale as of December 31, 2025.
(j) Within the 44% undivided ownership interest in STP, 2% interest was recorded as held for sale as of December 31, 2024. See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.
See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.
Removed
(h) Eddystone units 3 and 4 will be retiring in June 2025. (i) In July 2024, we submitted a deactivation notice with PJM with intent to deactivate one of the Perryman 6 units (unit 1) with approximately 54.9 MW of installed capacity on or about May 31, 2025.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table sets forth Constellation’s quarterly cash dividends per share paid during 2024 and 2023. 2024 2023 Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter $ 0.3525 $ 0.3525 $ 0.3525 $ 0.3525 $ 0.2820 $ 0.2820 $ 0.2820 $ 0.2820 First Quarter 2025 Dividend On February 18, 2025, our Board of Directors declared a regular quarterly dividend of $0.3878 per share on our common stock for the first quarter of 2025.
Biggest changeThe following table sets forth Constellation’s quarterly cash dividends per share paid during 2025 and 2024. 2025 2024 Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter $ 0.3878 $ 0.3878 $ 0.3878 $ 0.3878 $ 0.3525 $ 0.3525 $ 0.3525 $ 0.3525 First Quarter 2026 Dividend On February 20, 2026, our Board of Directors declared a regular quarterly dividend of $0.4265 per share on our common stock for the first quarter of 2026.
We believe that our share buyback policy is in the best interests of our company and its shareholders and is also consistent with the interests of our other stakeholders. Since 2023, our Board of Directors authorized the repurchase of up to $3 billion of the Company's outstanding common stock.
We believe that our share buyback policy is in the best interests of our Company and its shareholders and is also consistent with the interest of our other stakeholders. Since 2023, our Board of Directors authorized the repurchase of up to $3 billion of the Company's outstanding common stock.
See Note 19 — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information regarding our share repurchase program. There were no share repurchases under our share repurchase program during the three months ended December 31, 2024.
See Note 19 — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information regarding our share repurchase program. There were no share repurchases under our share repurchase program during the three months ended December 31, 2025.
Stock Performance Graph The performance graph below illustrates a three-year comparison of cumulative total returns based on an initial investment of $100 in CEG Parent common stock, as compared with the S&P 500 Stock Index and the Philadelphia Utility Sector Index (UTY), for the period 2022 through 2024.
Stock Performance Graph The performance graph below illustrates a four-year comparison of cumulative total returns based on an initial investment of $100 in CEG Parent common stock, as compared with the S&P 500 Stock Index and the Philadelphia Utility Sector Index (UTY), for the period 2022 through 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES CEG Parent Our common stock is listed on the Nasdaq (trading symbol: CEG). As of January 31, 2025, there were approximately 66,724 record holders of common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES CEG Parent Our common stock is listed on the Nasdaq (trading symbol: CEG). As of January 31, 2026, there were approximately 62,892 record holders of common stock.
Dividends Our Board of Directors approved a 10% increase in the 2025 quarterly dividend per share compared to the 2024 quarterly dividend per share. The 2025 quarterly dividend will be $0.3878 per share.
Dividends Our Board of Directors approved a 10% increase in the 2026 quarterly dividend per share compared to the 2025 quarterly dividend per share. The 2026 quarterly dividend will be $0.4265 per share.
The dividend is payable on Tuesday, March 18, 2025, to shareholders of record as of 5 p.m. Eastern time on Friday, March 7, 2025. Unregistered Sales of Equity Securities None. Issuer Purchases of Equity Securities Our Board of Directors considers share buybacks to be one of several ways we can provide value to our shareholders through our deployment of capital.
The dividend is payable on Friday, March 20, 2026, to shareholders of record as of 5 p.m. Eastern time on Monday, March 9, 2026. Unregistered Sales of Equity Securities None. Issuer Purchases of Equity Securities Our Board of Directors considers share buybacks to be one of several ways we can provide value to our shareholders through our deployment of capital.
Value of Investment 2/1/22 12/31/22 12/31/23 12/31/24 CEG $100 $175 $240 $462 S&P 500 $100 $86 $108 $135 UTY $100 $107 $96 $116 48 Table of Contents Constellation As of January 31, 2025, CEG Parent directly held the entire membership interest in Constellation.
Value of Investment 2/1/22 12/31/22 12/31/23 12/31/24 12/31/25 CEG $100 $175 $240 $462 $734 S&P 500 $100 $86 $108 $135 $160 UTY $100 $107 $96 $116 $136 50 Table of Contents Constellation As of January 31, 2026, CEG Parent directly held the entire membership interest in Constellation.
As of December 31, 2024, there was $991 million of remaining authority to repurchase shares of the Company's outstanding common stock. ITEM 6. RESERVED Not Applicable.
As of December 31, 2025, there was $593 million of remaining authority to repurchase shares of the Company's outstanding common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFor the year ended December 31, 2024 compared to 2023, changes in Operating revenues by region were approximately as follows: 2024 vs. 2023 $ Change % Change (a) Description Mid-Atlantic $ 384 7.5 % • favorable estimated nuclear PTC revenue of $515 • favorable retail load revenue of $135 primarily due to higher contracted energy prices; partially offset by • unfavorable wholesale load revenue of ($100) primarily due to lower volumes • unfavorable net ZEC program revenue of ($80) due to estimated refund associated with Nuclear PTC • unfavorable settled economic hedges of ($60) due to settled prices relative to hedged prices 64 Table of Contents 2024 vs. 2023 $ Change % Change (a) Description Midwest 147 3.2 % • favorable estimated nuclear PTC revenue of $1,300; partially offset by • unfavorable net ZEC and CMC program revenue of ($750) due to decrease in ZEC revenue realized and estimated pass through associated with nuclear PTC • unfavorable settled economic hedges of ($205) due to settled prices relative to hedged prices • unfavorable net generation and wholesale load revenue of ($85) primarily due to lower load volumes • unfavorable PJM performance bonuses of ($70) due to absence of favorable adjustment in 2023 associated with the December 2022 weather event New York 29 1.4 % • favorable retail load revenue of $155 primarily due to higher load volumes and contracted energy prices • favorable estimated nuclear PTC revenue of $150; partially offset by • unfavorable net ZEC program revenue of ($180) due to estimated refund associated with nuclear PTC and decrease in ZEC price in current planning year • unfavorable settled economic hedges of ($120) due to settled prices relative to hedged prices ERCOT 204 15.2 % • favorable settled economic hedges of $150 due to settled prices relative to hedged prices • favorable estimated nuclear PTC revenue of $110; partially offset by • unfavorable retail load revenue of ($100) primarily due to lower contracted energy prices Other Power Regions (345) (5.9) % • unfavorable wholesale load revenue of ($515) primarily due to lower contracted prices and load volumes; partially offset by • favorable retail load revenue of $200 primarily due to higher contracted energy prices Other (686) (15.2) % • unfavorable gas revenue, inclusive of settled economic hedges, of ($555) primarily due to lower gas prices • no other individually significant items to note Mark-to-market (b) (1,083) • gains on economic hedging activities of $316 in 2024 compared to gains of $1,399 in 2023 Total $ (1,350) (5.4) % __________ (a) % Change in mark-to-market is not a meaningful measure.
Biggest change(b) Includes only state-sponsored programs that have contractual or other provisions that require us to refund that compensation up to the amount of the nuclear PTC received or pass through the entirety of the nuclear PTC received. 67 Table of Contents For the year ended December 31, 2025 compared to 2024, changes in Operating revenues by segment were approximately as follows: 2025 vs. 2024 $ Change % Change Description Mid-Atlantic $ 965 17.5 % • favorable retail load revenue of $700 primarily due to higher contracted energy prices and load volumes • favorable realized economic hedges of $450 due to settled prices relative to hedged prices • favorable wholesale load revenue of $325 primarily due to higher contracted energy prices; partially offset by • unfavorable activity due to absence of nuclear PTC revenue of $515 due to higher energy and capacity prices in the current year Midwest 999 20.8 % • favorable net generation and wholesale load revenue of $730 primarily due to higher energy prices, partially offset by lower generation volumes • favorable realized economic hedges of $720 due to settled prices relative to hedged prices • favorable retail load revenue of $520 primarily due to higher contracted energy prices and load volumes • favorable net capacity revenue of $195 primarily due to higher prices • favorable net ZEC revenue of $130 primarily due to revenue recognized for Illinois ZECs delivered in prior planning years; partially offset by • unfavorable activity due to lower nuclear PTC revenue of $1,090 and lower net CMC program revenue of $210 due to higher energy and capacity prices in the current year New York 140 6.8 % • favorable net generation revenue of $255 associated with the sale of generation volumes relative to purchase power to supply load primarily due to higher energy prices and generation volumes • favorable retail load revenue of $110 primarily due to higher contracted energy prices • favorable ZEC program revenue of $105 primarily due to the absence of the refund associated with nuclear PTC revenue; partially offset by • unfavorable activity due to absence of nuclear PTC revenue of $150 due to higher energy prices in the current year • unfavorable realized economic hedges of $185 due to settled prices relative to hedged prices ERCOT 354 22.8 % • favorable realized economic hedges of $150 due to settled prices relative to hedged prices • favorable wholesale load revenue of $120 primarily due to higher contracted energy prices, partially offset by lower load volumes • favorable retail load revenue of $75 primarily due to higher contracted energy prices and load volumes 68 Table of Contents 2025 vs. 2024 $ Change % Change Description Other Power Regions 77 1.4 % • favorable retail load revenue of $50 primarily due to higher contracted energy prices Other 551 14.4 % • favorable retail gas revenue of $410 primarily due to higher gas prices • favorable revenues in the United Kingdom, inclusive of realized economic hedges, of $160 primarily due to higher energy prices Unrealized gains or losses (a)(b) (1,121) • losses on economic hedging activities of $805 in 2025 compared to gains of $316 in 2024 Total $ 1,965 8.3 % __________ (a) % Change in unrealized gains or losses is not a meaningful measure.
“Prohibiting Russian Uranium Imports Act” became effective in August 2024, banning the import of low-enriched uranium into the U.S. that is produced in Russia or by Russian entities, absent a waiver from the DOE.
The U.S. “Prohibiting Russian Uranium Imports Act” became effective in August 2024, banning the import of low-enriched uranium into the U.S. that is produced in Russia or by Russian entities, absent a waiver from the DOE.
The determination of fair value is driven by both internal assumptions that include significant unobservable inputs, such as revenue and generation forecasts, projected capital, maintenance expenditures, and discount rates, as well as information from various public, financial and industry sources. Depreciable Lives of Property, Plant, and Equipment We have significant investments in electric generating assets.
The determination of fair value is driven by both internal assumptions that include significant unobservable inputs, such as revenue and generation forecasts, projected capital investments, maintenance expenditures, and discount rates, as well as information from various public, financial and industry sources. Depreciable Lives of Property, Plant, and Equipment We have significant investments in electric generating assets.
We participate in capacity auctions in each of our major regions, except ERCOT which does not have a capacity market. We also incur capacity costs associated with load served, which are factored into customer sales prices. Capacity prices have a material impact on our operating revenues and purchased power and fuel expense.
Capacity Prices. We participate in capacity auctions in each of our major regions, except ERCOT which does not have a capacity market. We also incur capacity costs associated with load served, which are factored into customer sales prices. Capacity prices have a material impact on our operating revenues and purchased power and fuel expense.
Planned additions and upgrades and other investments are subject to periodic review and revision to reflect changes in economic conditions impacting our generating assets and other factors, including, but not limited to, market power prices, results of capacity auctions, potential legislative and regulatory actions, impacts of inflation, changes in the cost of materials and labor, and financing costs.
Planned additions, upgrades and other investments are subject to periodic review and revision to reflect changes in economic conditions impacting our generating assets and other factors, including, but not limited to, market power prices, results of capacity auctions, potential legislative and regulatory actions, impacts of inflation, changes in the cost of materials and labor, and financing costs.
See Note 1 — Basis of Presentation, Note 2 — Mergers, Acquisitions, and Dispositions, and Note 12 — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information. Unamortized Energy Contract Assets and Liabilities Unamortized energy contract assets and liabilities represent the remaining unamortized balances of non-derivative energy contracts and fuel contracts that we have acquired.
See Note 1 — Basis of Presentation, Note 2 — Mergers, Acquisitions, and Dispositions, and Note 12 — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information. Unamortized Energy Contract Assets and Liabilities UEC assets and liabilities represent the remaining unamortized balances of non-derivative energy and fuel contracts that we have acquired.
Our access to external financing on reasonable terms depends on our credit ratings and current overall capital market business conditions. If these conditions deteriorate to the extent that we no longer have access to the capital markets at reasonable terms, we have access to credit facilities with aggregate bank commitments of $9 billion.
Our access to external financing on reasonable terms depends on our credit ratings and current overall capital market business conditions. If these conditions deteriorate to the extent that we no longer have access to the capital markets at reasonable terms, we have access to credit facilities with aggregate bank commitments of $9.5 billion.
The contributions in the table below reflect a funding strategy to make levelized annual contributions to offset the growth of the liability. Unlike the qualified pension plans, our non-qualified pension plans are not subject to statutory minimum contribution requirements. OPEB plans are also not subject to statutory minimum contribution requirements, though we have funded a portion of our plans.
The contributions in the table below reflect a funding strategy to make annual contributions to offset the growth of the liability. Unlike the qualified pension plans, our non-qualified pension plans are not subject to statutory minimum contribution requirements. OPEB plans are also not subject to statutory minimum contribution requirements, though we have funded a portion of our plans.
A reporting unit is an operating segment or one level below an operating segment (known as a component) and is the level at which goodwill is tested for impairment. Our operating segments and reporting units are Mid-Atlantic, Midwest, New York, ERCOT, and Other Power Regions.
A reporting unit is an operating segment or one level below an operating segment (known as a component) and is the level at which goodwill is tested for impairment. Our current operating segments and reporting units are Mid-Atlantic, Midwest, New York, ERCOT, and Other Power Regions.
Any decrease in the estimated undiscounted future cash flows relating to the ARO are treated as a modification of an existing ARO cost layer and, therefore, are measured using the average historical CARFR rates used in creating the initial ARO cost layers.
Any decrease in the estimated undiscounted future cash flows relating to an ARO are treated as a modification of an existing ARO cost layer and, therefore, are measured using the average historical CARFR used in creating the initial ARO cost layers.
The difference between the purchase price amount and the net fair value of assets acquired and liabilities assumed is recognized as goodwill on the balance sheet if the purchase price exceeds the estimated net fair value, or as a bargain purchase gain on the income statement if the purchase price is less than the estimated net fair value.
The difference between the purchase price and the net fair value of assets acquired and liabilities assumed is recognized as goodwill on the balance sheet if the purchase price exceeds the estimated net fair value, or as a bargain purchase gain on the income statement if the purchase price is less than the estimated net fair value.
The fair value of the long-lived asset or asset group is dependent upon a market participant’s view of the exit price of the asset or asset groups. This includes significant assumptions of the estimated future cash flows generated by the asset or asset groups and market discount rates.
The fair value of the long-lived asset or asset group is dependent upon a market participant’s view of the exit price of the long-lived asset or asset group. This includes significant assumptions of the estimated future cash flows generated by the long-lived assets or asset groups and market discount rates.
Increases in the ARO due to upward revisions in estimated undiscounted cash flows are considered new obligations and are measured using a current CARFR as the increase creates a new cost layer within the ARO.
Increases in an ARO due to upward revisions in estimated undiscounted cash flows are considered new obligations and are measured using a current CARFR as the increase creates a new cost layer within the ARO.
Changes in the assumptions underlying the ARO could materially affect the decommissioning obligation. The impact of a change in any one of these assumptions to the ARO is highly dependent on how the other assumptions may correspondingly change.
Changes in the assumptions underlying an ARO could materially affect the decommissioning obligation. The impact of a change in any one of these assumptions to an ARO is highly dependent on how the other assumptions may correspondingly change.
(e) Represents the future estimated value at December 31, 2024 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into with third parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
(e) Represents the future estimated value at December 31, 2025 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into with third parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
The mortality assumption includes a base table for the current expectation of life expectancy of the population adjusted by an improvement scale that attempts to anticipate future improvements in life expectancy. Upon remeasurement as of December 31, 2023 and 2024, we utilized the mortality tables and projection scales released by the SOA. Sensitivity to Changes in Key Assumptions.
The mortality assumption includes a base table for the current expectation of life expectancy of the population adjusted by an improvement scale that attempts to anticipate future improvements in life expectancy. Upon remeasurement as of December 31, 2024 and 2025, we utilized the mortality tables and projection scales released by the SOA. Sensitivity to Changes in Key Assumptions.
The nuclear decommissioning obligation is adjusted on a regular basis due to the passage of time and revisions to the key assumptions for the expected timing and/or estimated amounts of the future undiscounted cash flows 51 Table of Contents required to decommission the nuclear plants, based upon the following methodologies and significant estimates and assumptions: Decommissioning Cost Studies.
The nuclear decommissioning obligation is adjusted on a regular basis due to the passage of time and revisions to the key assumptions for the expected timing and/or estimated amounts of the future undiscounted cash flows required to decommission the nuclear plants, based upon the following methodologies and significant estimates and assumptions: 54 Table of Contents Decommissioning Cost Studies.
Security Ratings Our access to the capital markets, including the commercial paper market, and our financing costs in those markets, may depend on our securities ratings.
Security Ratings Our access to the capital markets, including the commercial paper market, and our financing costs in those markets, may depend on our security ratings.
Many of the state-sponsored programs (i.e., ZECs and CMCs) providing compensation for the emissions-free attributes of generation from certain of our nuclear units include contractual or other provisions that require us to refund that compensation up to the amount of the nuclear PTC received or pass through the entirety of the nuclear PTC received.
Many of the state-sponsored programs (e.g., ZECs and CMCs) providing compensation for the emissions-free attributes of generation from certain of our nuclear units include contractual or other provisions that require us to refund that compensation up to the amount of the nuclear PTC received or pass through the entirety of the nuclear PTC received.
A broad spectrum of financing alternatives beyond the core financing options can be used to meet our needs and fund growth, including monetizing assets in the portfolio via project financing, asset sales, and the use of other financing structures (e.g., joint ventures, minority partners, etc.).
A broad spectrum of financing alternatives beyond the core financing options can be used to meet our needs and fund growth, including monetizing assets in the portfolio via project financing, asset sales, and the use of other financing structures (e.g., issuing equity, joint ventures, minority partners, etc.).
We anticipate funding these capital expenditures with a combination of internally generated funds and borrowings. Pension and Other Postretirement Benefits We consider various factors when making qualified pension funding decisions, including actuarially determined minimum contribution requirements under ERISA, contributions required to avoid benefit restrictions and at-risk status as defined by the Pension Protection Act, and management of the pension obligation.
We anticipate funding these capital expenditures with a combination of internally generated funds and borrowings. 75 Table of Contents Pension and Other Postretirement Benefits We consider various factors when making qualified pension funding decisions, including actuarially determined minimum contribution requirements under ERISA, contributions required to avoid benefit restrictions and at-risk status as defined by the Pension Protection Act, and management of the pension obligation.
Through our integrated business operations, we sell electricity, natural gas, and other energy-related products and sustainable solutions to various types of customers, including distribution utilities, municipalities, cooperatives, and commercial, 49 Table of Contents industrial, public sector, and residential customers in markets across multiple geographic regions. We have five reportable segments: Mid-Atlantic, Midwest, New York, ERCOT and Other Power Regions.
Through our integrated business operations, we sell electricity, natural gas, and other energy-related products and sustainable solutions to various types of customers, including distribution utilities, municipalities, cooperatives, and commercial, industrial, public sector, and residential customers in markets across multiple geographic regions. We have five reportable segments: Mid-Atlantic, Midwest, New York, ERCOT, and Other Power Regions.
Operating revenues. Our five reportable segments are Mid-Atlantic, Midwest, New York, ERCOT, and Other Power Regions. See Note 5 — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information on these reportable segments.
Our five reportable segments are Mid-Atlantic, Midwest, New York, ERCOT, and Other Power Regions. See Note 5 — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information on these reportable segments.
A loss of investment grade credit rating would have required a three-notch downgrade by S&P or Moody's from their current levels as of December 31, 2024 of BBB+ and Baa1, to BB+ and Ba1 or below, respectively. As of December 31, 2024, we had $6.7 billion of available capacity under our credit facilities and $3 billion of cash on hand.
A loss of investment grade credit rating would have required a three-notch downgrade by S&P or Moody's from their current levels as of December 31, 2025 of BBB+ and Baa1, to BB+ and Ba1 or below, respectively. As of December 31, 2025, we had $7.4 billion of available capacity under our credit facilities and $3.6 billion of cash on hand.
Under a corollary bill, the Department of Energy has begun the process of distributing billions of dollars that were previously appropriated to support expansion of the domestic nuclear fuel cycle within the United States to improve carbon-free energy security.
Under a corollary bill, the Department of Energy has begun the process of distributing billions of dollars that were previously appropriated to support expansion of the domestic nuclear fuel cycle within the United States to improve emissions-free energy security.
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. 59 Table of Contents The table below provides a reconciliation of GAAP Net Income to Adjusted (non-GAAP) Operating Earnings.
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. 62 Table of Contents The table below provides a reconciliation of GAAP Net Income to Adjusted (non-GAAP) Operating Earnings.
We believe our cash flow from operating activities, access to credit markets and our credit facilities provide sufficient liquidity to support the estimated future cash requirements discussed below, including the cash consideration necessary to close on our proposed acquisition of Calpine. See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.
We believe our cash flow from operating activities, access to credit markets and our credit facilities provide sufficient liquidity to support the estimated future cash requirements discussed below, including the cash consideration used to close on our acquisition of Calpine. See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.
If a unit fails the NRC minimum funding test, then the plant’s owners or parent companies would be required to take steps, such as providing financial guarantees through surety bonds, letters of credit, or parent company guarantees or making additional cash contributions to the NDT fund to ensure sufficient funds are available.
If a unit fails the NRC minimum funding test, then the plant’s owners or parent companies would be required to take steps, such as providing financial 77 Table of Contents guarantees through surety bonds, letters of credit, or parent company guarantees or making additional cash contributions to the NDT fund to ensure sufficient funds are available.
See Note 1 — Basis of Presentation and Note 4 — Revenue from Contracts with Customers of the Combined Notes to Consolidated Financial Statements for additional information. Government Assistance. Our existing nuclear plants are eligible for federal government incentives including transferable tax credits for qualifying electric production volumes.
See Note 1 — Basis of Presentation and Note 4 — Revenue from Contracts with Customers of the Combined Notes to Consolidated Financial Statements for additional information. 61 Table of Contents Government Assistance. Our existing nuclear plants are eligible for federal government incentives including transferable tax credits for qualifying electric production volumes.
Eligible Projects are defined as investments and expenditures made by us in the 24 months prior to or after the issuance of the notes within the following eligible green categories: clean generation fleet, clean hydrogen, energy storage, and clean commercial offerings. (b) Energy Efficiency Project Financing represents funding to install energy conservation measures.
Eligible Projects are defined as investments and expenditures made by us in the 24 months prior to or after the issuance of the notes within the following eligible green categories: clean generation fleet, clean hydrogen, energy storage, and clean commercial offerings. (b) Represents funding to install energy conservation measures.
As of December 31, 2024, the Crane NDT is fully funded under the SAFSTOR scenario that was the planned decommissioning option, as described in the Crane PSDAR filed with the NRC in April 2019.
As of December 31, 2025, the Crane NDT is fully funded under the SAFSTOR scenario that was the planned decommissioning option, as described in the Crane PSDAR filed with the NRC in April 2019.
We initially recognize an ARO at fair value and subsequently adjust it for changes to estimated costs, timing of future cash flows and modifications to decommissioning assumptions. The ARO is not required or permitted to be re-measured for changes in the CARFR that occur in isolation.
We initially recognize an ARO at fair value and subsequently adjust it for changes to estimated costs, timing of future cash flows and modifications to decommissioning assumptions. An ARO is not required or permitted to be remeasured for changes in the CARFR that occur in isolation.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations summarizes results for the year ended December 31, 2024 compared to the year ended December 31, 2023. For discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, refer to ITEM 7.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations summarizes results for the year ended December 31, 2025 compared to the year ended December 31, 2024. For discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to ITEM 7.
The addition of Calpine will strengthen our essential role in providing clean, reliable, and affordable energy as the nation seeks to transition to a more sustainable future, and will better position us to pursue investments in new and existing technologies to meet growing demand.
The addition of Calpine strengthens our essential role in providing clean, reliable energy as the nation seeks to transition to a more sustainable future, and will better position us to pursue investments in new and existing technologies to meet growing demand.
As of December 31, 2024, we have access to facilities with aggregate bank commitments of $9 billion. We had access to the commercial paper markets and had availability under our revolving credit facilities during 2024 to fund our short-term liquidity needs, when necessary.
As of December 31, 2025, we have access to facilities with aggregate bank commitments of $9.5 billion. We had access to the commercial paper markets and had availability under our revolving credit facilities during 2025 to fund our short-term liquidity needs, when necessary.
If 74 Table of Contents a project financing entity does not maintain compliance with its specific debt covenants, there could be a requirement to accelerate repayment of the associated debt or other project-related borrowings earlier than the stated maturity dates.
If a project financing entity does not maintain compliance with its specific debt covenants, there could be a requirement to accelerate repayment of the associated debt or other project-related borrowings earlier than the stated maturity dates.
Defined Benefit Pension and Other Postretirement Employee Benefits The majority of our employees participate in defined benefit pension and OPEB plans we sponsor. Measuring plan obligations and costs involves various factors, including valuation assumptions and inputs and accounting policy elections. When developing the required assumptions, we consider historical information as well as future expectations.
Defined Benefit Pension and Other Postretirement Employee Benefits Approximately half of our employees participate in the defined benefit pension and OPEB plans that we sponsor. Measuring plan obligations and costs involves various factors, including valuation assumptions and inputs and accounting policy elections. When developing the required assumptions, we consider historical information as well as future expectations.
Determining whether a contract qualifies for NPNS requires judgment on whether the contract will physically deliver and requires that management ensure compliance with all associated qualification and documentation requirements. 55 Table of Contents Commodity Contracts. Identification of a commodity contract as an economic hedge requires us to determine that the contract is in accordance with the RMP.
Determining whether a contract qualifies for NPNS requires judgment as to whether the contract will physically deliver and requires that management ensure compliance with all associated qualification and documentation requirements. Commodity Contracts. Identification of a commodity contract as an economic hedge requires us to determine that the contract is in accordance with the RMP.
We recognize revenues in the period in which the performance obligations within contracts with customers are satisfied, which generally occurs when power, natural gas and other energy-related products and services are provided to the customer.
We recognize revenues in the period in which the performance obligations within contracts with customers are satisfied, which generally occurs when power, natural gas and other energy-related products and sustainable solutions are provided to the customer.
We evaluate quarterly the probability of realizing deferred tax assets by reviewing a forecast of future taxable income and our intent and ability to implement tax planning strategies, if necessary, to realize deferred tax assets.
We evaluate quarterly the probability of realizing deferred tax assets by reviewing a forecast of future taxable income and our intent and ability to implement tax planning strategies, if necessary, to realize deferred tax 60 Table of Contents assets.
These matters, if resolved in a manner different from the estimate, could have a material impact to our consolidated financial statements. See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information. Other, Including Personal Injury Claims.
These matters, if resolved in a manner different from the estimate, could have a material impact to our results of operations or financial condition. See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information. Other, Including Personal Injury Claims.
Approximately 35% of projected capital expenditures are for the acquisition of nuclear fuel, which includes additional nuclear fuel to increase inventory levels in response to the potential for the continuing Russia and Ukraine conflict to impact our long-term nuclear fuel supply.
Approximately 29% of projected capital expenditures is for the acquisition of nuclear fuel, which includes additional nuclear fuel to increase inventory levels in response to the potential for the continuing Russia and Ukraine conflict to impact our long-term nuclear fuel supply.
Changes in management’s assessment of contracts and the liquidity of their markets, and changes in authoritative guidance, could result in previously excluded contracts becoming in scope of new authoritative guidance. All derivatives are recognized on the balance sheet at their fair value, except for certain derivatives that qualify for, and are elected under, NPNS.
Changes in management’s assessment of contracts and the liquidity of their markets, and changes in 58 Table of Contents authoritative guidance, could result in previously excluded contracts becoming in scope of existing authoritative guidance. All derivatives are recognized on the balance sheet at their fair value, except for certain derivatives that qualify for, and are elected under, NPNS.
As a part of the authoritative guidance, we make estimates and assumptions concerning future commodity prices, load requirements, interest rates, the timing of future transactions and their probable cash flows, the fair value of contracts and the expected changes in the fair value in deciding whether to enter derivative transactions, and in determining the initial accounting treatment for derivative transactions.
We make estimates and assumptions concerning future commodity prices, load requirements, interest rates, the timing of future transactions and their probable cash flows, the fair value of contracts and expected changes in fair value in deciding whether to enter derivative transactions, and in determining the initial accounting treatment for derivative transactions.
(b) See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on mark-to-market gains and losses.
(b) See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on unrealized gains and losses.
The following table sets forth our consolidated GAAP Net Income (Loss) Attributable to Common Shareholders for the year ended December 31, 2024 compared to the same period in 2023. For additional information regarding the financial results for the years ended December 31, 2024 and 2023, see the discussions of Results of Operations below.
The following table sets forth our consolidated GAAP Net Income (Loss) Attributable to Common Shareholders for the year ended December 31, 2025 compared to 2024. For additional information regarding the financial results for the years ended December 31, 2025 and 2024, see the discussions of Results of Operations below.
In certain cases, our generating assets may be evaluated on an individual basis where those assets are contracted on a long-term basis with a third party and operations are independent of other generating assets (typically contracted renewable generation). 54 Table of Contents On a quarterly basis, we assess our long-lived assets or asset groups for indicators of potential impairment.
In certain cases, our generating assets may be evaluated on an individual basis where those assets are contracted on a long-term basis with a third party and operations are independent of other generating assets. On a quarterly basis, we assess our long-lived assets or asset groups for indicators of potential impairment.
Accordingly, these claims, if resolved in a manner different from the estimate, could have a material impact to the consolidated financial statements. Revenue Recognition Sources of Revenue and Determination of Accounting Treatment. We earn revenue from various business activities including competitive sales of power, natural gas, and other energy-related products and sustainable solutions.
Accordingly, these claims, if resolved in a manner different from the estimate, could have a material impact to our results of operations or financial condition. Revenue Recognition Sources of Revenue and Determination of Accounting Treatment. We earn revenue from various business activities including competitive sales of power, natural gas, and other energy-related products and sustainable solutions.
See Note 1 — Basis of Presentation, Note 2 — Mergers, Acquisitions, and Dispositions, and Note 12 — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information. 53 Table of Contents Goodwill We perform an assessment for impairment of goodwill at least annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting units below their carrying amount.
See Note 1 — Basis of Presentation, Note 2 — Mergers, Acquisitions, and Dispositions, and Note 12 — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information. 56 Table of Contents Goodwill Goodwill is not amortized, but rather is subject to an impairment assessment at least annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting units below their carrying amount.
Purchase Accounting In accordance with authoritative guidance, the assets acquired and liabilities assumed in an acquired business are recorded at their estimated fair values on the date of acquisition.
Acquisition Accounting In accordance with authoritative guidance, the assets acquired and liabilities assumed in a business combination are recorded at their estimated fair values on the date of acquisition.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in millions, unless otherwise noted) Executive Overview We are a producer of carbon-free energy and a supplier of energy products and services. Our generating capacity includes primarily nuclear, wind, solar, natural gas, and hydroelectric assets.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in millions, unless otherwise noted) Executive Overview We are the nation's largest producer of clean energy and a leading supplier of energy products and services. Our generating capacity includes primarily nuclear, wind, solar, natural gas, and hydroelectric assets.
The following table illustrates the effects of changing certain ARO assumptions while holding all other assumptions constant: Change in ARO Assumption Increase (Decrease) to ARO as of December 31, 2024 Cost escalation studies Uniform increase in escalation rates of 50 basis points $ 2,290 Probabilistic cash flow models Increase the estimated costs to decommission the nuclear plants by 10 percent 770 Increase the likelihood of the DECON scenario by 10 percent and decrease the likelihood of the SAFSTOR scenario by 10 percent (a) 130 Shorten each unit's probability-weighted operating life assumption by 10 percent (b) 430 Extend the estimated date for DOE acceptance of SNF to 2045 (40) __________ (a) Excludes any sites in which management has committed to a specific decommissioning approach.
The following table illustrates the effects of changing certain ARO assumptions while holding all other assumptions constant: Change in ARO Assumption Increase (Decrease) to AROs as of December 31, 2025 Cost escalation studies Uniform increase in escalation rates of 50 basis points $ 2,175 Probabilistic cash flow models Increase the estimated costs to decommission the nuclear plants by 10% 750 Increase the likelihood of the DECON scenario by 10% and decrease the likelihood of the SAFSTOR scenario by 10% (a) 100 Shorten each unit's probability-weighted operating life assumption by 10% (b) 250 Extend the estimated date for DOE acceptance of SNF to 2045 (75) __________ (a) Excludes any sites in which management has committed to a specific decommissioning approach.
Derivatives entered for economic hedging and for proprietary trading purposes are recorded at fair value through earnings. NPNS transactions are not required to be recorded at fair value, but rather on an accrual basis of accounting.
Derivatives executed for economic hedging purposes are recorded at fair value through earnings. NPNS transactions are not required to be recorded at fair value, but rather on an accrual basis of accounting.
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.
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, which may result in an effective tax rate that differs from the marginal rate.
Further, the nuclear PTC continues to be the subject of additional 58 Table of Contents guidance expected to be issued from the U.S. Treasury and IRS that may materially impact the total amount of benefits we receive. Absence of prescriptive guidance requires the application of judgement in determining annual gross receipts, a primary component in the determination of the credit.
Further, the nuclear PTC continues to be the subject of additional guidance, from the U.S. Treasury and IRS, and may materially impact the total amount of benefits we receive. Absence of prescriptive guidance requires the application of judgment in determining annual gross receipts, a primary component in the determination of the credit.
Capital Structure At December 31, 2024, our capital structure consisted of the following: Percentage of Capital Structure Long-term debt 38 % Member’s equity 62 % NRC Minimum Funding Requirements NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that sufficient funds will be available in certain minimum amounts for radiological decommissioning of the facility.
Capital Structure At December 31, 2025, our capital structure consisted of the following: Percentage of Capital Structure Commercial paper and notes payable 7 % Long-term debt 31 % Member’s equity 62 % NRC Minimum Funding Requirements NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that sufficient funds will be available in certain minimum amounts for radiological decommissioning of the facility.
If all our future nominal cash flows associated with the ARO were to be discounted at the current prevailing CARFR, the obligation would decrease from approximately $12.2 billion to approximately $11.2 billion. 52 Table of Contents The following table illustrates the significant impact that changes in the CARFR, when combined with changes in projected amounts and expected timing of cash flows, can have on the valuation of the ARO: Change in the CARFR applied to the annual ARO update Increase (Decrease) to ARO as of December 31, 2024 2023 CARFR rather than the 2024 CARFR $ (300) 2024 CARFR increased by 50 basis points (790) 2024 CARFR decreased by 50 basis points 990 ARO Sensitivities.
If all our future nominal cash flows associated with AROs were to be discounted at the current prevailing CARFR, the obligation would decrease from approximately $12.9 billion to approximately $11.3 billion. 55 Table of Contents The following table illustrates the impact that changes in the CARFR, when combined with changes in projected amounts and expected timing of cash flows, can have on the valuation of our AROs: Change in the CARFR applied to the annual ARO update Increase (Decrease) to AROs as of December 31, 2025 2024 CARFR rather than the 2025 CARFR $ 100 2025 CARFR increased by 50 basis points (100) 2025 CARFR decreased by 50 basis points 125 ARO Sensitivities.
We will couple the largest producer of clean, carbon-free energy with the reliable, dispatchable natural gas assets of Calpine, and also create the nation’s leading competitive retail electric supplier, providing increased scale, diversification and complementary capabilities that will enable us to meet growing demand with a broader array of energy and sustainability products.
The merger couples the largest producer of clean, emissions-free energy with the reliable, dispatchable natural gas assets of Calpine, and also creates the nation’s leading competitive retail electric supplier, providing increased scale, diversification and complementary capabilities that enable us to meet growing demand with a broader array of energy and sustainability products.
Earnings per share amount is based on average diluted common shares outstanding of 315 million and 324 million for the years ended December 31, 2024 and 2023, respectively. (b) Includes mark-to-market on economic hedges, interest rate swaps, and fair value adjustments related to gas imbalances and equity investments.
Earnings per share amount is based on average diluted common shares outstanding of 314 million and 315 million for the years ended December 31, 2025 and 2024, respectively. (b) Includes unrealized gains and losses on economic hedges, interest rate swaps, and fair value adjustments related to gas imbalances and equity investments.
Wholesale and retail natural gas activity, as well as other miscellaneous business activities that are not significant to overall results of operations are reported under Other and are not allocated to a region.
Wholesale and retail natural gas activity, energy-related activity in the United Kingdom, as well as other miscellaneous business activities that are not significant to overall results of operations are reported under Other and are not allocated to a region.
Additionally, the above estimates of capital expenditures includes $1.7 billion of growth capital expenditures, including our planned restart of Crane, nuclear uprates, behind-the-meter infrastructure, and license renewals. The remaining amounts primarily reflect additions and upgrades to existing generation facilities (including material condition improvements during nuclear refueling outages). See ITEM 7.
Additionally, the above estimates of capital expenditures include $3.9 billion of growth capital expenditures, including our planned restart of Crane, nuclear uprates, co-location infrastructure, and license renewals. The remaining amounts primarily reflect additions and upgrades to existing generation facilities (including material condition improvements during nuclear refueling outages). See ITEM 7.
Variable rate interest obligations are estimated based on rates as of December 31, 2024. (b) Capacity payments associated with contracted generation lease agreements are net of sublease and capacity offsets of $47 million and $230 million for 2025 and beyond 2025, respectively and $277 million in total.
Variable rate interest obligations are estimated based on rates as of December 31, 2025. (b) Capacity payments associated with contracted generation lease agreements are net of sublease and capacity offsets of $48 million and $181 million for 2026 and beyond 2026, respectively and $229 million in total.
For the Years Ended December 31, $ Change 2024 2023 GAAP Net Income (Loss) Attributable to Common Shareholders $ 3,749 $ 1,623 $ 2,126 Adjusted (non-GAAP) Operating Earnings.
For the Years Ended December 31, $ Change 2025 2024 GAAP Net Income (Loss) Attributable to Common Shareholders $ 2,319 $ 3,749 $ (1,430) Adjusted (non-GAAP) Operating Earnings.
(b) See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on mark-to-market gains and losses. 65 Table of Contents Purchased power and fuel.
(b) See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on unrealized gains and losses. Purchased power and fuel.
See Note 19 — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information. 70 Table of Contents Debt Issuances and Redemptions See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on our long-term debt.
Debt Issuances and Redemptions See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on our long-term debt.
Debt activity for 2024 and 2023 was as follows: During 2024, the following long-term debt was issued (redeemed): Type Interest Rate Maturity Amount Green Senior Notes (a) 5.75 % March 2054 $ 900 Energy Efficiency Project Financing (b) 2.20% - 5.51% March 2025 - April 2028 21 CR Nonrecourse Debt 3-month SOFR + 2.25% (c) December 2027 (22) Continental Wind Nonrecourse Debt 6.00 % February 2033 (28) West Medway II Nonrecourse Debt 1-month SOFR + 3.225% March 2026 (36) Antelope Valley DOE Nonrecourse Debt 2.29% - 3.56% January 2037 (26) RPG Nonrecourse Debt 4.11 % March 2035 (9) Total long-term debt issued (redeemed) $ 800 __________ (a) The Green Senior Notes were issued to finance or refinance, in whole or in part, one or more new or existing Eligible Projects.
The maturity dates represent the expected date of project completion, upon which the respective customer assumes the outstanding debt. 72 Table of Contents During 2024, the following long-term debt was issued (redeemed): Type Interest Rate Maturity Amount Green Senior Notes (a) 5.75% March 2054 $ 900 Energy Efficiency Project Financing (b) 2.20% - 5.51% March 2025 - April 2028 21 CR Nonrecourse Debt 3-month SOFR + 2.25% (c) December 2027 (22) Continental Wind Nonrecourse Debt 6.00% February 2033 (28) West Medway II Nonrecourse Debt 1-month SOFR + 3.225% March 2026 (36) Antelope Valley DOE Nonrecourse Debt 2.29% - 3.56% January 2037 (26) RPG Nonrecourse Debt 4.11% March 2035 (9) Total long-term debt issued (redeemed) $ 800 __________ (a) Issued to finance or refinance, in whole or in part, one or more new or existing Eligible Projects.
However, these measures are not a presentation defined under GAAP and may not be comparable to other companies’ presentations or be more useful than the GAAP information provided elsewhere in this report. 2024 2023 Nuclear fleet capacity factor 94.6 % 94.4 % Refueling outage days 230 256 Non-refueling outage days 36 51 Nuclear PTC.
However, these measures are not a presentation defined under GAAP and may not be comparable to other companies’ presentations or be more useful than the GAAP information provided elsewhere in this report. 2025 2024 Nuclear fleet capacity factor 94.7 % 94.6 % Refueling outage days 215 230 Non-refueling outage days 57 36 Electricity Prices.
For OPEB plan assets and certain pension plan assets, we use fair value to calculate the MRV. 56 Table of Contents Discount Rate. Discount rates are determined by developing a spot rate curve based on the yield to maturity of high-quality non-callable (or callable with make-whole provisions) bonds with similar maturities to the pension and OPEB obligations.
For OPEB plan assets and certain pension plan assets, we use fair value to calculate the MRV. Discount Rate. Discount rates are determined by developing a spot rate curve based on the yield to maturity of high-quality corporate bonds with similar maturities to the pension and OPEB obligations.
Our borrowings are not subject to default or prepayment as a result of a downgrade of our securities, although such a downgrade could increase fees and interest charges under our credit agreements. Our credit ratings were affirmed following the announcement of our proposed acquisition of Calpine.
Our borrowings are not subject to default or prepayment as a result of a downgrade of our securities, although such a downgrade could increase fees and interest charges under our credit agreements. Our credit ratings were affirmed by Moody’s and S&P in January 2026 following the completion of the acquisition of Calpine.
The amount recorded may differ from the actual expense incurred when the uncertainty is resolved and may have a material impact to our consolidated financial statements. Environmental Costs.
The amount recorded may differ from the actual expense incurred when the uncertainty is resolved and may have a material impact to our results of operations or financial condition. Environmental Costs.
Dividends Quarterly dividends declared by our Board of Directors during 2024 and for the first quarter of 2025 were as follows: Period Declaration Date Shareholder of Record Date Dividend Payable Date Cash per Share First Quarter of 2024 February 26, 2024 March 8, 2024 March 19, 2024 $ 0.3525 Second Quarter of 2024 May 1, 2024 May 29, 2024 June 10, 2024 $ 0.3525 Third Quarter of 2024 July 30, 2024 August 12, 2024 September 6, 2024 $ 0.3525 Fourth Quarter of 2024 November 1, 2024 November 15, 2024 December 6, 2024 $ 0.3525 First Quarter of 2025 February 18, 2025 March 7, 2025 March 18, 2025 $ 0.3878 Credit Matters and Cash Requirements We fund liquidity needs for capital expenditures, working capital, energy hedging and other financial commitments through cash flows from operations, public debt offerings, commercial paper markets and large, diversified credit facilities.
Dividends Quarterly dividends declared by our Board of Directors during 2025 and for the first quarter of 2026 were as follows: Period Declaration Date Shareholder of Record Date Dividend Payable Date Cash per Share First Quarter of 2025 February 18, 2025 March 7, 2025 March 18, 2025 $ 0.3878 Second Quarter of 2025 April 29, 2025 May 16, 2025 June 6, 2025 $ 0.3878 Third Quarter of 2025 August 5, 2025 August 18, 2025 September 5, 2025 $ 0.3878 Fourth Quarter of 2025 October 29, 2025 November 17, 2025 December 5, 2025 $ 0.3878 First Quarter of 2026 February 20, 2026 March 9, 2026 March 20, 2026 $ 0.4265 74 Table of Contents Credit Matters and Cash Requirements We fund liquidity needs for capital expenditures, working capital, energy hedging and other financial commitments through cash flows from operations, public debt offerings, commercial paper markets and large, diversified credit facilities.
For the Years Ended December 31, 2024 2023 Earnings Per Share (a) Earnings Per Share (a) GAAP Net Income (Loss) Attributable to Common Shareholders $ 3,749 $ 11.89 $ 1,623 $ 5.01 Unrealized (Gain) Loss on Fair Value Adjustments (net of taxes $346 and $169, respectively) (b) (1,026) (3.25) 506 1.56 Plant Retirements and Divestitures (net of taxes $9 and $2, respectively) 28 0.09 (7) (0.02) Decommissioning-Related Activities (net of taxes $244 and $339, respectively) (c) (50) (0.16) (183) (0.56) Pension & OPEB Non-Service (Credits) Costs (net of taxes $2 and $14, respectively) 5 0.02 (41) (0.13) Separation Costs (net of taxes $3 and $21, respectively) (d) 9 0.03 62 0.19 ERP System Implementation Costs (net of taxes $3 and $6, respectively) 8 0.02 19 0.06 Change in Environmental Liabilities (net of taxes $22 and $11, respectively) 65 0.21 33 0.10 Income Tax-Related Adjustments (e) (52) (0.17) (9) (0.03) Acquisition-Related Costs (net of taxes $2 and $3, respectively) 6 0.02 9 0.03 Asset Impairments (net of taxes $— and $9, respectively) — — 62 0.19 Noncontrolling Interests (f) (7) (0.02) (40) (0.12) Adjusted (non-GAAP) Operating Earnings $ 2,735 $ 8.67 $ 2,034 $ 6.28 __________ (a) Amounts may not sum due to rounding.
For the Years Ended December 31, 2025 2024 Earnings Per Share (a) Earnings Per Share (a) GAAP Net Income (Loss) Attributable to Common Shareholders $ 2,319 $ 7.40 $ 3,749 $ 11.89 Unrealized (Gain) Loss on Fair Value Adjustments (net of taxes $243 and $346, respectively) (b) 709 2.26 (1,026) (3.25) Plant Retirements and Divestitures (net of taxes $5 and $9, respectively) 15 0.05 28 0.09 Decommissioning-Related Activities (net of taxes $535 and $244, respectively) (c) (254) (0.81) (50) (0.16) Pension & OPEB Non-Service (Credits) Costs (net of taxes $13 and $2, respectively) 38 0.12 5 0.02 Acquisition-Related Costs (net of taxes $4 and $2, respectively) (d) 97 0.31 6 0.02 Change in Environmental Liabilities (net of taxes $2 and $22, respectively) 5 0.02 65 0.21 Separation Costs (net of taxes $— and $3, respectively) — — 9 0.03 ERP System Implementation Costs (net of taxes $— and $3, respectively) — — 8 0.02 Income Tax-Related Adjustments (e) 22 0.07 (52) (0.17) Noncontrolling Interests (f) (7) (0.02) (7) (0.02) Adjusted (non-GAAP) Operating Earnings $ 2,944 $ 9.39 $ 2,735 $ 8.67 __________ (a) Amounts may not sum due to rounding.
(b) Excludes Crane and Zion. See Note 1 — Basis of Presentation and Note 10 — Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information regarding accounting for nuclear AROs.
(b) Excludes Zion as the ARO is associated with its SNF storage facility. See Note 1 — Basis of Presentation and Note 10 — Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information regarding accounting for nuclear AROs.
These derivative transactions primarily relate to commodity price risk management activities. Mark-to-market revenues and expenses include inception gains or losses on new transactions where the fair value is observable, unrealized gains and losses from changes in the fair value of open contracts, and realized gains and losses. Financial Results of Operations GAAP Results of Operations.
Derivative revenues and expenses include inception gains or losses on new transactions where the fair value is observable, unrealized gains and losses from changes in the fair value of open contracts, and realized gains and losses. Financial Results of Operations GAAP Results of Operations.
Item Location within Combined Notes to Consolidated Financial Statements Long-term debt Note 16 — Debt and Credit Agreements Interest payments on long-term debt Note 16 — Debt and Credit Agreements Operating leases Note 11 — Leases SNF obligation Note 18 — Commitments and Contingencies Pension contributions Note 14 — Retirement Benefits Sales of Customer Accounts Receivable We had an accounts receivable financing facility with a number of financial institutions and a commercial paper conduit to sell certain receivables.
Item Location within Combined Notes to Consolidated Financial Statements Long-term debt Note 16 — Debt and Credit Agreements Interest payments on long-term debt Note 16 — Debt and Credit Agreements Operating leases Note 11 — Leases SNF obligation Note 18 — Commitments and Contingencies Pension contributions Note 14 — Retirement Benefits Accounts Receivable Facility We have an accounts receivable financing facility that provides us access to revolving loans from a number of financial institutions secured by certain customer accounts receivables.
The following table illustrates the effects of changing certain of the actuarial assumptions reflected above and as discussed in Note 14 — Retirement Benefits of the Combined Notes to Consolidated Financial Statements, while holding all other assumptions constant: Actual Assumption Pension OPEB Assumption Increase / (Decrease) Actuarial Assumption Pension OPEB Total Change in 2025 cost: Discount rate (a) 5.66 % 5.63 % 0.5 % $ (13) $ (1) $ (14) 5.66 % 5.63 % (0.5) % 17 1 18 EROA 6.50 % 6.00 % 0.5 % (38) (3) (41) 6.50 % 6.00 % (0.5) % 38 3 41 Change in benefit obligation as of December 31, 2024: Discount rate (a) 5.66 % 5.63 % 0.5 % (319) (59) (378) 5.66 % 5.63 % (0.5) % 346 64 410 __________ (a) Generally, the discount rate will have a larger impact on the pension and OPEB cost and obligation as the rate moves closer to 0%.
The following table illustrates the effects of changing certain of the actuarial assumptions reflected above and as discussed in Note 14 — Retirement Benefits of the Combined Notes to Consolidated Financial Statements, while holding all other assumptions constant: Pension OPEB Change in Assumption Increase / (Decrease) Actuarial Assumption Pension OPEB Total Change in 2026 cost: Discount rate (a) 5.38 % 5.30 % 0.5 % $ (19) $ 2 $ (17) 5.38 % 5.30 % (0.5) % 19 3 22 EROA 6.50 % 6.00 % 0.5 % (36) (3) (39) 6.50 % 6.00 % (0.5) % 36 3 39 Change in benefit obligation as of December 31, 2025: Discount rate (a) 5.38 % 5.30 % 0.5 % (328) (63) (391) 5.38 % 5.30 % (0.5) % 356 69 425 __________ (a) Generally, the discount rate will have a larger impact on the pension and OPEB cost and obligation as the rate moves closer to 0%.
Gross prices reflect the weighted average price for the various delivery periods within the years ended December 31, 2024 and 2023 and may not necessarily reflect prices we ultimately realize as a result of interaction with the nuclear PTC discussed above. 2024 vs. 2023 State (Region) (a) 2024 2023 $ Change % Change New Jersey (Mid-Atlantic) (b) $ 9.98 $ 9.92 $ 0.06 0.6 % Illinois (Midwest) (c) 5.60 5.18 0.42 8.1 % New York (New York) 18.27 19.05 (0.78) (4.1) % __________ (a) See ITEM 1.
Gross prices reflect the weighted average price for the various delivery periods within the years ended December 31, 2025 and 2024 and may not necessarily reflect prices we ultimately realize as a result of interaction with the nuclear PTC discussed below. 2025 vs. 2024 State (Region) (a) 2025 2024 $ Change % Change New Jersey (Mid-Atlantic) (b) $ 10.00 $ 9.98 $ 0.02 0.2 % Illinois (Midwest) (c) 4.59 5.60 (1.01) (18.0) % New York (New York) 15.64 18.27 (2.63) (14.4) % __________ (a) See ITEM 1.
The following table presents an average day-ahead around-the-clock reference price ($/MWh) for the periods presented for each of our major regions and does not necessarily reflect prices we ultimately realized. 2024 vs. 2023 Location (Region) 2024 2023 $ Change % Change PJM West (Mid-Atlantic) $ 33.74 $ 33.06 $ 0.68 2.1 % ComEd (Midwest) 25.50 26.64 (1.14) (4.3) % Central (New York) 34.12 26.97 7.15 26.5 % North (ERCOT) 26.97 55.15 (28.18) (51.1) % Southeast Massachusetts (Other) (a) 41.70 37.35 4.35 11.6 % __________ (a) Reflects New England, which comprises the majority of the activity in the Other region.
The following table presents an average day-ahead around-the-clock reference price ($/MWh) for the periods presented for each of our major regions and does not necessarily reflect prices we ultimately realized. 2025 vs. 2024 Location (Region) 2025 2024 $ Change % Change PJM West (Mid-Atlantic) $ 50.19 $ 33.74 $ 16.45 48.8 % ComEd (Midwest) 36.62 25.50 11.12 43.6 % Central (New York) 56.31 34.12 22.19 65.0 % North (ERCOT) 32.94 26.97 5.97 22.1 % Southeast Massachusetts (Other) (a) 68.56 41.70 26.86 64.4 % __________ (a) Reflects New England, which comprises the majority of the activity in the Other region.
See Note 5 — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information on our segments. Goodwill is primarily reported within our ERCOT segment. See Note 12 — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information. We first perform a qualitative assessment to determine whether a quantitative assessment is necessary.
See Note 5 — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information on our reportable segments. Goodwill is primarily reported within our ERCOT segment. See Note 12 — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information.
See Note 6 — Government Assistance of the Combined Notes to the Consolidated Financial Statements for additional information regarding nuclear PTC. Derivative Revenues. We record revenues and expenses using the fair value method of accounting, also referred to as mark-to-market method of accounting for transactions that are accounted for as derivatives.
See Note 6 — Government Assistance of the Combined Notes to the Consolidated Financial Statements for additional information. Derivative Revenues. We record revenues and expenses using the fair value method of accounting for transactions that are accounted for as derivatives. These derivative transactions primarily relate to commodity price risk management activities.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

27 edited+2 added−5 removed12 unchanged
Biggest changeMaturities Within Total Fair Value 2025 2026 2027 2028 2029 2030 and Beyond Normal Operations, Commodity derivative contracts (a)(b) : Actively quoted prices (Level 1) $ 66 $ 67 $ 18 $ (8) $ (4) $ — $ 139 Prices provided by external sources (Level 2) 150 9 15 (1) 6 — 179 Prices based on model or other valuation methods (Level 3) 127 (58) (94) (18) (16) 58 (1) Total $ 343 $ 18 $ (61) $ (27) $ (14) $ 58 $ 317 __________ (a) Represents mark-to-market gains and losses on commodity derivative contracts that are recorded in the results of operations.
Biggest changeMaturities Within Total Fair Value 2026 2027 2028 2029 2030 2031 and Beyond Commodity derivative contracts (a) : Actively quoted prices (Level 1) $ 145 $ 26 $ (17) $ (12) $ — $ — $ 142 Prices provided by external sources (Level 2) 86 99 31 6 — — 222 Prices based on model or other valuation methods (Level 3) 236 (130) 14 (10) (28) 58 140 Total $ 467 $ (5) $ 28 $ (16) $ (28) $ 58 $ 504 __________ (a) Amounts are shown net of collateral paid to and received from counterparties (and offset against derivative assets and liabilities) of $1,352 million at December 31, 2025.
Our employee benefit plan trusts also hold investments in equity and debt securities. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Critical Accounting Policies and Estimates for sensitivity analysis of key assumptions in the valuation of our Pension and OPEB obligations. 79 Table of Contents
Our employee benefit plan trusts also hold investments in equity and debt securities. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Critical Accounting Policies and Estimates for sensitivity analysis of key assumptions in the valuation of our Pension and OPEB obligations. 81 Table of Contents
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Liquidity and Capital Resources — Credit Matters and Cash Requirements — Credit Facilities for additional information. RTOs and ISOs We participate in all of the established wholesale energy markets that are administered by PJM, ISO-NE, NYISO, CAISO, MISO, SPP, AESO, and ERCOT.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Liquidity and Capital Resources — Credit Matters and Cash Requirements — Credit Facilities for additional information. 80 Table of Contents RTOs and ISOs We participate in all of the established wholesale energy markets that are administered by PJM, ISO-NE, NYISO, CAISO, MISO, SPP, AESO, and ERCOT.
(b) Includes derivative contracts acquired or sold through upfront payments or receipts of cash, excluding option premiums and the associated amortizations. 77 Table of Contents Fair Values The following table presents maturity and source of fair value for mark-to-market commodity contract net assets (liabilities).
(b) Includes derivative contracts acquired or sold through upfront payments or receipts of cash, excluding option premiums, and the associated amortizations. 79 Table of Contents Fair Values The following table presents maturity and source of fair value for commodity derivative contract net assets (liabilities).
Geopolitical developments, including the Russia and Ukraine conflict and United States, United Kingdom, European Union, and Canadian sanctions against Russia, have the potential to impact delivery from multiple suppliers in the international uranium processing industry. Non-performance by these counterparties could have a material adverse impact on our consolidated financial statements. See ITEM 7.
Geopolitical developments, including the Russia and Ukraine conflict and United States, United Kingdom, European Union, and Canadian sanctions against Russia, have the potential to impact delivery from multiple suppliers in the international uranium processing industry. Non-performance by these counterparties could have a material adverse impact on our results of operation or financial condition. See ITEM 7.
We actively monitor the investment performance of the trust funds and periodically review asset allocations in accordance with our NDT fund investment policy. A hypothetical 25 basis points increase in interest rates and 10% decrease in equity prices would have resulted in a $943 million reduction in the fair value of our NDT trust assets as of December 31, 2024.
We actively monitor the investment performance of the trust funds and periodically review asset allocations in accordance with our NDT fund investment policy. A hypothetical 25 basis point increase in interest rates and 10% decrease in equity prices would have resulted in a $1,099 million reduction in the fair value of our NDT trust assets as of December 31, 2025.
The nuclear PTC provides increasing levels of support as unit revenues decline below levels established in the IRA and is further adjusted for inflation after 2024 through the duration of the program based on the GDP price deflator for the preceding calendar year.
The nuclear PTC provides increasing levels of support as unit revenues 78 Table of Contents decline below levels established in the IRA and is further adjusted for inflation annually through the duration of the program based on the GDP price deflator for the preceding calendar year.
The bilateral contracts are subject to credit risk, which relates to the ability of counterparties to meet their contractual payment obligations. Any failure to collect these payments from counterparties could have a material impact on our consolidated financial statements.
The bilateral contracts are subject to credit risk, which relates to the ability of counterparties to meet their contractual payment obligations. Any failure to collect these payments from counterparties could have a material impact on our results of operation or financial condition.
See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on the balance sheet classification of the mark-to-market commodity contract net assets (liabilities) recorded as of December 31, 2024 and 2023. 2024 2023 Beginning balance as of January 1 (a) $ 1,108 $ 1,046 Total change in fair value of contracts recorded in results of operations (654) (2,530) Reclassification to realized at settlement of contracts recorded in results of operations 1,934 1,561 Changes in allocated collateral (1,813) 1,502 Net option premium paid (received) (216) (26) Option premium amortization (32) (183) Upfront payments and amortizations (b) (10) (249) Foreign currency translation — (13) Ending balance as of December 31 (a) $ 317 $ 1,108 __________ (a) Amounts are shown net of collateral paid to and received from counterparties.
See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on the balance sheet classification of the commodity derivative contract net assets (liabilities) recorded as of December 31, 2025 and 2024. 2025 2024 Beginning balance as of January 1 (a) $ 317 $ 1,108 Total change in fair value of contracts recorded in results of operations (725) (654) Reclassification to realized at settlement of contracts recorded in results of operations 104 1,934 Changes in allocated collateral 764 (1,813) Net option premium paid (received) (38) (216) Option premium amortization 103 (32) Upfront payments and amortizations (b) (23) (10) Foreign currency translation 2 — Ending balance as of December 31 (a) $ 504 $ 317 __________ (a) Amounts are shown net of collateral paid to and received from counterparties.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Other Key Business Drivers for more information on the Russia and Ukraine conflict. Trading and Non-Trading Marketing Activities The following table provides detail on changes in our commodity mark-to-market net assets (liabilities) balance sheet position from December 31, 2022 to December 31, 2024.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Other Key Business Drivers for more information on the Russia and Ukraine conflict. Commodity Derivative Activity The following table provides detail on changes in our commodity derivative contract net assets (liabilities) balance sheet position from January 1, 2024 to December 31, 2025.
Credit-Risk-Related Contingent Features As part of the normal course of business, we routinely enter physically or financially settled contracts for the purchase and sale of capacity, electricity, fuels, emissions allowances, and other energy-related products.
See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for a detailed discussion of credit risk. Credit-Risk-Related Contingent Features As part of the normal course of business, we routinely enter into physically or financially settled contracts for the purchase and sale of capacity, electricity, fuels, emissions allowances, and other energy-related products.
To-date, we have not experienced any counterparty credit risk associated with these suppliers stemming from the Russia and Ukraine conflict. In the event of non-performance by these or other suppliers, we believe that replacement uranium concentrate can be obtained, although at prices that may be unfavorable when compared to the prices under the current supply agreements.
In the event of non-performance by these or other suppliers, we believe that replacement uranium concentrate can be obtained, although at prices that may be unfavorable when compared to the prices under the current supply agreements.
A hypothetical 50 basis point increase in the interest rates associated with unhedged variable-rate debt (excluding Commercial Paper) and fixed-to-floating swaps would not have resulted in a material decrease in our earnings for the year ended December 31, 2024.
A hypothetical 50 basis points change in interest rates associated with unhedged variable-rate long term debt and interest rate swaps would not have resulted in a material impact to our earnings for the year ended December 31, 2025.
See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information. Fuel Procurement We procure natural gas through long-term and short-term contracts, and spot-market purchases. Nuclear fuel is obtained predominantly through long-term contracts for uranium concentrates, conversion services, enrichment services, (or a combination thereof) and fabrication services, including contracts sourced from Russia.
Fuel Procurement We procure natural gas through long-term and short-term contracts, and spot-market purchases. Nuclear fuel is obtained predominantly through long-term contracts for uranium concentrates, conversion services, enrichment services, (or a combination thereof) and fabrication services, including contracts sourced from Russia. The supply markets for uranium concentrates and certain nuclear fuel services are subject to price fluctuations and availability restrictions.
ERCOT is not subject to regulation by FERC but performs a similar function in Texas to that performed by RTOs and ISOs in markets regulated by FERC.
ERCOT is not subject to regulation by FERC but performs a similar function in Texas to that performed by RTOs and ISOs in markets regulated by FERC. In these areas, power and related products are traded through bilateral agreements between buyers and sellers and in the energy markets that are administered by the RTOs or ISOs, as applicable.
This table incorporates the mark-to-market activities that are immediately recorded in earnings. This table excludes all NPNS contracts and does not segregate proprietary trading activity.
This table incorporates the unrealized gains and losses that are immediately recorded in earnings. This table excludes all NPNS contracts.
Electricity available from our owned or contracted generation supply in excess of our obligations to customers is sold into the wholesale markets. To reduce commodity price risk caused by market fluctuations, we enter non-derivative contracts as well as derivative contracts, including swaps, futures, forwards, and options, with approved counterparties to hedge anticipated exposures.
To reduce commodity price risk caused by market fluctuations, we enter into non-derivative contracts as well as derivative contracts, including swaps, futures, forwards, and options, with approved counterparties to hedge anticipated exposures in locations and periods where our load serving activities do not naturally offset existing generation portfolio risk.
The supply markets for uranium concentrates and certain nuclear fuel services are subject to price fluctuations and availability restrictions. Supply market conditions may make our procurement contracts subject to credit risk related to the potential non-performance of counterparties to deliver the contracted commodity or service at the contracted prices.
Supply market conditions may make our procurement contracts subject to credit risk related to the potential non-performance of counterparties to deliver the contracted commodity or service at the contracted prices. We engage a diverse set of suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet long-term.
In these areas, power and related products are traded through bilateral agreements between buyers and sellers and in the energy markets 78 Table of Contents that are administered by the RTOs or ISOs, as applicable. In areas where there is no RTO or ISO to administer energy markets, electricity and related products are purchased and sold solely through bilateral agreements.
In areas where there is no RTO or ISO to administer energy markets, electricity and related products are purchased and sold solely through bilateral agreements. For activities administered by an RTO or ISO, the RTO or ISO maintains financial assurance policies that are established and enforced by those administrators.
For activities administered by an RTO or ISO, the RTO or ISO maintains financial assurance policies that are established and enforced by those administrators. The credit policies of the RTOs and ISOs may, under certain circumstances, require that losses arising from the default of one member be shared by the remaining participants.
The credit policies of the RTOs and ISOs may, under certain circumstances, require that losses arising from the default of one member be shared by the remaining participants. Non-performance or non-payment by a major member of an RTO or ISO could result in a material adverse impact on our results of operations or financial condition.
Beginning in 2024, our existing nuclear fleet is eligible for the nuclear PTC provided by the IRA, an important tool in managing commodity price risk for each nuclear unit not already receiving state support.
In general, increases and decreases in forward market prices have a positive and negative impact, respectively, on owned and contracted generation positions that have not been hedged. Beginning in 2024, our existing nuclear fleet is eligible for a nuclear PTC, an important tool in managing commodity price risk for each nuclear unit not already receiving state support.
Portfolio hedging activities are generally concentrated in the prompt three years, when customer demand and market liquidity enable effective price risk mitigation.
Portfolio hedging activities are generally concentrated in the prompt three years, when customer demand and market liquidity enable effective price risk mitigation. We expect the settlement of the majority of our economic hedges will occur during 2026 through 2028. We also enter transactions that further optimize the economic benefits of our overall portfolio.
The forecasted market price risk exposure is the risk of a change in the value of unhedged positions.
See Note 6 — Government Assistance of the Combined Notes to Consolidated Financial Statements for additional information. The forecasted market price risk exposure is the risk of a change in the value of unhedged positions.
The forecasted market price risk exposure for our entire economic hedge portfolio associated with a $5/MWh reduction in the annual average around-the-clock energy price based on December 31, 2024 market conditions and hedged position results in an immaterial impact to earnings for 2025 and 2026, respectively, largely due to the nuclear PTC.
The forecasted market price risk exposure as of December 31, 2025 for our portfolio associated with a hypothetical $5/MWh reduction in the annual average around-the-clock energy price results in an impact to earnings that is not material for 2026 and 2027. See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.
Transactions on the Exchanges must adhere to comprehensive collateral and margining requirements. As a result, transactions on Exchanges are significantly collateralized and have limited counterparty credit risk. Interest Rate and Foreign Exchange Risk We use a combination of fixed-rate and variable-rate debt to manage interest rate exposure. We may also utilize interest rate swaps to manage our interest rate exposure.
Interest Rate and Foreign Exchange Risk We use a combination of fixed-rate and variable-rate debt to manage interest rate exposure. We may also utilize interest rate swaps to manage our interest rate exposure, including derivatives to lock in rate levels in anticipation of future financings.
(b) Amounts are shown net of collateral paid to and received from counterparties (and offset against mark-to-market assets and liabilities) of $586 million at December 31, 2024. Credit Risk We would be exposed to credit-related losses in the event of non-performance by counterparties that execute derivative instruments.
Credit Risk We would be exposed to credit-related losses in the event of non-performance by counterparties that execute derivative instruments. The credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts at the reporting date.
Non-performance or non-payment by a major member of an RTO or ISO could result in a material adverse impact on our consolidated financial statements. Exchange Traded Transactions We enter commodity transactions on NYMEX, ICE, NASDAQ, NGX, and the Nodal exchange (each an Exchange and, collectively, Exchanges). The Exchange clearinghouses act as the counterparty to each trade.
Exchange Traded Transactions We enter into commodity transactions on NYMEX, ICE, NASDAQ, NGX, and the Nodal exchange (each an Exchange and, collectively, Exchanges). The Exchange clearinghouses act as the counterparty to each trade. Transactions on the Exchanges must adhere to comprehensive collateral and margining requirements. As a result, transactions on Exchanges are significantly collateralized and have limited counterparty credit risk.
Removed
We use derivative instruments as economic hedges to mitigate exposure to fluctuations in commodity prices. We expect the settlement of the majority of our economic hedges will occur during 2025 through 2027. In general, increases and decreases in forward market prices have a positive and negative impact, respectively, on owned and contracted generation positions that have not been hedged.
Added
Electricity available from our owned or contracted generation supply in excess of our obligations to customers is sold into the wholesale markets.
Removed
See Note 6 — Government Assistance of the Combined Notes to Consolidated Financial Statements for additional information on the nuclear PTC. In locations and periods where our load serving activities do not naturally offset existing generation portfolio risk, remaining commodity price exposure is managed through portfolio hedging activities.
Added
Approximately 35% of our uranium concentrate requirements from 2026 through 2030 are supplied by three suppliers. To-date, we have not experienced any counterparty credit risk associated with these suppliers stemming from the Russia and Ukraine conflict.
Removed
During this prompt three-year period, we seek to mitigate price risk associated with our load serving contracts, non-nuclear generation, and any residual price risk for our nuclear generation that the nuclear PTC and state programs may not fully mitigate. We also enter transactions that further optimize the economic benefits of our overall portfolio.
Removed
We engage a diverse set of suppliers to secure the nuclear fuel needed to continue to operate 76 Table of Contents our nuclear fleet long-term. Approximately 45% of our uranium concentrate requirements from 2025 through 2029 are supplied by three suppliers.
Removed
The credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts at the reporting date. See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for a detailed discussion of credit risk.

Other CEG 10-K year-over-year comparisons