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Pennsylvania1310 Point StreetBaltimoreMaryland21231(610)765-5959Pennsylvania200 Exelon WayKennett SquarePennsylvania19348-2473(610)765-5959Common Stock, without par valueCEGThe Nasdaq Stock Market LLC00018682750001168165False☐00018682752022-08-042022-08-040001868275ceg:ConstellationEnergyGenerationLLCMember2022-08-042022-08-04

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 4, 2022
Date of Report (Date of earliest event reported)
Commission
File Number
Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identification Number
001-41137 CONSTELLATION ENERGY CORPORATION 87-1210716
(a Pennsylvania corporation)
1310 Point Street
Baltimore, Maryland 21231
(610) 765-5959
333-85496 CONSTELLATION ENERGY GENERATION, LLC 23-3064219
(a Pennsylvania limited liability company)
200 Exelon Way
Kennett Square, Pennsylvania 19348-2473
(610) 765-5959
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
CONSTELLATION ENERGY CORPORATION:
Common Stock, without par value
CEG
The Nasdaq Stock Market LLC

Indicate by check mark whether any of the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

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



Section 2 - Financial Information
Item 2.02. Results of Operations and Financial Condition.
Section 7 - Regulation FD
Item 7.01. Regulation FD Disclosure.
 
On August 4, 2022, Constellation Energy Corporation (Nasdaq: CEG) announced via press release its results for the second quarter ended June 30, 2022. A copy of the press release and related attachments are attached hereto as Exhibit 99.1. Also attached as Exhibit 99.2 to this Current Report on Form 8-K are the presentation slides to be used at the second quarter 2022 earnings conference call. This Form 8-K and the attached exhibits are provided under Items 2.02, 7.01 and 9.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.

We have scheduled the conference call for 10:00 AM ET on August 4, 2022. To access the call by phone, please follow the registration link available on the Investor Relations page of our website: https://investors.constellationenergy.com. The call will also be webcast and archived on the Investor Relations page of our website. Media representatives are invited to participate on a listen-only basis.

Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits

(d)    Exhibits.
Exhibit No. Description
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104 The cover page from the Current Report on Form 8-K, formatted as Inline XBRL.

* * * * *
This combined Current Report on Form 8-K is being furnished separately by Constellation Energy Corporation and Constellation Energy Generation, LLC, (collectively, the "Registrants"). Information contained herein relating to one of the Registrants has been furnished by such Registrant on its own behalf. Neither Registrant makes any representation as to information relating to the other Registrant.

This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements.

The factors that could cause actual results to differ materially from the forward-looking statements made by the Registrants include those factors discussed herein, as well as the items discussed in (1) the Registrants' 2021 Annual Report on Form 10-K in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and Contingencies; (2) the Registrants' Second Quarter 2022 Quarterly Report on Form 10-Q (to be filed on August 4, 2022) in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 15, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Registrants.

Investors are cautioned not to place undue reliance on these forward-looking statements, whether written or oral, which apply only as of the date of this report. Neither Registrant undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this report.



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CONSTELLATION ENERGY CORPORATION
/s/ Daniel L. Eggers
Daniel L. Eggers
Executive Vice President and Chief Financial Officer
Constellation Energy Corporation
CONSTELLATION ENERGY GENERATION, LLC
/s/ Daniel L. Eggers
Daniel L. Eggers
Executive Vice President and Chief Financial Officer
Constellation Energy Generation, LLC
August 4, 2022




EXHIBIT INDEX
Exhibit No. Description
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104 The cover page from the Current Report on Form 8-K, formatted as Inline XBRL.


EX-99.1 2 ceg-20220804991.htm EX-99.1 Document


Exhibit 99.1
News Release
constellationlogo.jpg
Contact:    Paul Adams
Corporate Communications
410-470-4167

Emily Duncan
Investor Relations
833-447-2783
CONSTELLATION REPORTS SECOND QUARTER 2022 RESULTS
Earnings Release Highlights
•GAAP Net Loss of ($111) million and Adjusted EBITDA (non-GAAP) of $603 million for the second quarter of 2022
•Reaffirming guidance range for full year 2022 Adjusted EBITDA (non-GAAP) from $2,350M - $2,750M
•Landmark climate legislation under consideration in Congress
•Announced agreements with Bank of America and PNC Bank to procure carbon-free energy and RECs to reduce their carbon footprints through Constellation’s CORe retail power product

Baltimore (Aug. 4, 2022) — Constellation Energy Corporation (Nasdaq: CEG) today reported its financial results for the second quarter of 2022.

“The landmark climate legislation currently under consideration in Congress is a clear affirmation of the value of our carbon-free nuclear fleet and its indispensable role as part of the clean energy infrastructure needed to achieve our nation’s ambitious climate goals,” said Joe Dominguez, president and CEO of Constellation. “It touches every one of the environmental, public health and job-creating priorities we laid out on day one, including providing the foundation to support the ongoing operation of U.S. nuclear energy sources, establishing a clean hydrogen economy, enabling the expansion of renewable resources and safeguarding our nation’s energy security in a way that is affordable. We continued to win new customer business and demonstrate our industry-leading operational performance during the second quarter, and we are pursuing new clean-energy opportunities as we work to accelerate the transition to a carbon-free future.”

“We delivered solid financial results during the quarter, earning $603 million in adjusted EBITDA backed by higher realized energy prices and lower nuclear fuel costs. We have reaffirmed our full-year, adjusted EBITDA guidance of $2.35 billion to $2.75 billion,” said Daniel Eggers, chief financial officer of Constellation. “Our balance sheet and liquidity position remain strong, and our investment grade balance sheet continues to give us a valuable competitive advantage in today's volatile markets.”

1




Second Quarter 2022
Our GAAP Net Loss for the second quarter of 2022 increased to ($111) million from a ($61) million GAAP Net Loss in the second quarter of 2021. Adjusted EBITDA (non-GAAP) for the second quarter of 2022 decreased to $603 million from $656 million in the second quarter of 2021. For the reconciliations of GAAP Net Loss to Adjusted EBITDA (non-GAAP), refer to the tables beginning on page 3.
Adjusted EBITDA (non-GAAP) in the second quarter of 2022 primarily reflects:
•Decreased capacity revenues and unfavorable impacts of planned nuclear outages; partially offset by favorable market and portfolio conditions.
Recent Developments and Second Quarter Highlights
•Consideration of the Inflation Reduction Act by Congress: On July 27, 2022, Senate Majority Leader Chuck Schumer and Senator Joe Manchin announced they have reached an agreement on budget reconciliation legislation, known as the Inflation Reduction Act of 2022. The legislation provides a nine-year production tax credit to support carbon-free nuclear energy resources in recognition of their critical role in addressing the climate crisis. It also creates a tax credit for the production of clean hydrogen, which can be made with nuclear and other carbon-free energy resources. Climate experts have identified hydrogen as a critical resource to help remove emissions from difficult-to-decarbonize sectors of the economy.

•Largest Offsite Renewable Deal to Date: Constellation entered into a 15-year, 300 MW agreement with developer Doral Renewables to receive approximately 600,000 MWh annually from Mammoth Central, the third and final phase of the Mammoth Solar project in Indiana. To support the expansion of this project, we signed separate long-term Constellation Offsite Renewables (CORe) agreements with retail customers, including:

◦Bank of America: Our 160 MW agreement with Bank of America will help to power approximately 17 percent of its global electricity consumption with clean, renewable energy from a portion of the Mammoth Central project and is expected to reduce greenhouse gas emissions (GHG) associated with its energy use by more than 95,000 metric tons annually.

◦PNC Bank: Our 78 MW agreement with PNC will help the company purchase renewable energy equivalent to the electricity use of nearly 50 percent of its legacy operations in Pennsylvania, Ohio, Maryland, New Jersey, Delaware, District of Columbia and part of Illinois. The transaction will advance PNC toward its goal of reaching 100 percent renewable purchased electricity by 2025 while reducing its carbon footprint by 55,000 metric tons annually.

The CORe retail power product increases businesses’ access to new-build renewable energy projects by removing the significant hurdles associated with traditional offsite power purchase agreements (PPAs). By combining the simplified contracting and aggregation process of CORe with the commitment and involvement from sustainability-minded companies, Constellation is able to offer more customers access to the economic and sustainability benefits of large-scale, offsite renewable energy projects. CORe is among Constellation’s suite of products that help customers achieve their carbon reduction goals, including opportunities to match power usage hour-by-hour with locally produced carbon-free energy on a 24/7/365 basis.

2


•Nuclear Operations: Our nuclear fleet, including our owned output from the Salem Generating Station, produced 42,522 gigawatt-hours (GWhs) in the second quarter of 2022, compared with 43,072 GWhs in the second quarter of 2021. Excluding Salem, our nuclear plants at ownership achieved a 94.2% capacity factor for the second quarter of 2022, compared with 93.8%1 for the second quarter of 2021. The number of planned refueling outage days was 66 in both the second quarter of 2022 and the second quarter of 2021. There were 15 non-refueling outage days in the second quarter of 2022 and seven in the second quarter of 2021.

•Natural Gas, Oil, and Renewables Operations: The dispatch match rate for our gas and hydro fleet was 99.6% in the second quarter of 2022, compared with 99.5% in the second quarter of 2021. Energy capture for the wind and solar fleet was 95.3% in the second quarter of 2022, compared with 96.0% in the second quarter of 2021. The lower performance in the quarter was driven by delays in turbine maintenance repairs at certain wind sites.


GAAP/Adjusted EBITDA (non-GAAP) Reconciliation
Adjusted EBITDA (non-GAAP) for the second quarter of 2022 and 2021, respectively, does not include the following items that were included in our reported GAAP Net Loss:
(in millions) Three Months Ended June 30, 2022 Three Months Ended June 30, 2021
GAAP Net Loss Attributable to Common Shareholders $ (111) $ (61)
Income Taxes (270) 110 
Depreciation and Amortization 277  930 
Interest Expense, Net 56  76 
Unrealized Gain on Fair Value Adjustments (24) (447)
Asset Impairments —  492 
Plant Retirements and Divestitures (8) 49 
Decommissioning-Related Activities 684  (513)
Pension & OPEB Non-Service Costs (33) (14)
Separation Costs 31 
COVID-19 Direct Costs — 
Acquisition Related Costs — 
ERP System Implementation Costs
Change in Environmental Liabilities — 
Cost Management Program — 
Noncontrolling Interests (12) 13 
Adjusted EBITDA (non-GAAP) $ 603  $ 656 





__________
1Prior year capacity factor was previously reported as 93.7%. The update reflects a change to the ratio from using the full average annual mean capacity to the net monthly mean capacity when calculating capacity factor. There is no change to actual output and the full year capacity factor would be the same under both methodologies.
3


Webcast Information
We will discuss second quarter 2022 earnings in a conference call scheduled for today at 10 a.m. Eastern Time. The webcast and associated materials can be accessed at https://investors.constellationenergy.com.
About Constellation
Constellation Energy Corporation (Nasdaq: CEG) is the nation’s largest producer of clean, carbon-free energy and a leading supplier of energy products and services to millions of homes, institutional customers, the public sector, community aggregations and businesses, including three fourths of Fortune 100 companies. A Fortune 200 company headquartered in Baltimore, our fleet of nuclear, hydro, wind and solar facilities have the generating capacity to power approximately 20 million homes, providing 10 percent of all carbon-free energy on the grid in the U.S. Our fleet is helping to accelerate the nation’s transition to clean energy with more than 32,400 megawatts of capacity and annual output that is nearly 90 percent carbon-free. We have set a goal to achieve 100 percent carbon-free power generation by 2040 by leveraging innovative technology and enhancing our diverse mix of hydro, wind and solar resources paired with the nation’s largest nuclear fleet. Follow Constellation on Twitter @ConstellationEG.
Non-GAAP Financial Measures
In analyzing and planning for our business, we supplement our use of net income as determined under generally accepted accounting principles in the United States (GAAP), with Adjusted EBITDA (non-GAAP) as a performance measure. Adjusted EBITDA (non-GAAP) reflects an additional way of viewing our business that, when viewed with our GAAP results and the accompanying reconciliation to GAAP net income included above, may provide a more complete understanding of factors and trends affecting our business. Adjusted EBITDA (non-GAAP) should not be relied upon to the exclusion of GAAP financial measures and is, by definition, an incomplete understanding of our business, and must be considered in conjunction with GAAP measures. In addition, Adjusted EBITDA (non-GAAP) is neither a standardized financial measure, nor a presentation defined under GAAP and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this press release and earnings release attachments. We have provided the non-GAAP financial measure as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. Adjusted EBITDA (non-GAAP) should not be deemed more useful than, a substitute for, or an alternative to the most comparable GAAP Net Income measure provided in this earnings release and attachments. This press release and earnings release attachments provide reconciliations of Adjusted EBITDA (non-GAAP) to the most directly comparable financial measures calculated and presented in accordance with GAAP, are posted on our website: www.ConstellationEnergy.com, and have been furnished to the Securities and Exchange Commission on Form 8-K on August 4, 2022.
Cautionary Statements Regarding Forward-Looking Information
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements.
The factors that could cause actual results to differ materially from the forward-looking statements made by Constellation Energy Corporation and Constellation Energy Generation, LLC, (Registrants) include those factors discussed herein, as well as the items discussed in (1) the Registrants' 2021 Annual Report on Form 10-K in (a) Part I, ITEM 1A.
4


Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and Contingencies; (2) the Registrants' Second Quarter 2022 Quarterly Report on Form 10-Q (to be filed on August 4, 2022) in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 15, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Registrants.
Investors are cautioned not to place undue reliance on these forward-looking statements, whether written or oral, which apply only as of the date of this press release. Neither of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this press release.

5


Earnings Release Attachments
Table of Contents


Constellation Energy Corporation and Subsidiary Companies
Consolidated Statements of Operations
(unaudited)
(in millions)
Three Months Ended June 30, 2022 Six Months Ended June 30, 2022
Operating revenues $ 5,465  $ 11,056 
Operating expenses
Purchased power and fuel 3,508  7,059 
Operating and maintenance 1,273  2,477 
Depreciation and amortization 277  557 
Taxes other than income taxes 133  268 
Total operating expenses 5,191  10,361 
(Loss) gain on sales of assets and businesses (2) 13 
Operating income 272  708 
Other income and (deductions)
Interest expense, net (56) (112)
Other, net (654) (973)
Total other income and (deductions) (710) (1,085)
Loss before income taxes (438) (377)
Income taxes (328) (381)
Equity in losses of unconsolidated affiliates (3) (6)
Net loss (113) (2)
Net (loss) income attributable to noncontrolling interests (2)
Net loss attributable to common shareholders $ (111) $ (5)
Three Months Ended June 30, 2021 Six Months Ended June 30, 2021
Operating revenues $ 4,153  $ 9,712 
Operating expenses
Purchased power and fuel 1,947  6,557 
Operating and maintenance 1,474  2,476 
Depreciation and amortization 930  1,869 
Taxes other than income taxes 118  239 
Total operating expenses 4,469  11,141 
Gain on sales of assets and businesses 79 
Operating loss (308) (1,350)
Other income and (deductions)
Interest expense, net (76) (148)
Other, net 508  675 
Total other income and (deductions) 432  527 
Income (loss) before income taxes 124  (823)
Income taxes 110  (70)
Equity in losses of unconsolidated affiliates (1) (3)
Net income (loss) 13  (756)
Net income attributable to noncontrolling interests 74  98 
Net loss attributable to common shareholders $ (61) $ (854)
Change in Net income from 2021 to 2022 $ (50) $ 849 
1

Constellation Energy Corporation and Subsidiary Companies
Consolidated Balance Sheets
(unaudited)
(in millions)
June 30, 2022 December 31, 2021
Assets
Current assets
Cash and cash equivalents $ 806  $ 504 
Restricted cash and cash equivalents 120  72 
Accounts receivable
Customer accounts receivable (net of allowance for credit losses of $49 and $55 as of June 30, 2022 and December 31, 2021, respectively)
1,734  1,669 
Other accounts receivable (net of allowance for credit losses of $5 as of June 30, 2022 and December 31, 2021)
385  592 
Mark-to-market derivative assets 1,990  2,169 
Receivables from affiliates —  160 
Inventories, net
Natural gas, oil and emission allowances 357  284 
Materials and supplies 1,026  1,004 
Renewable energy credits 355  520 
Other 1,317  1,007 
Total current assets 8,090  7,981 
Property, plant, and equipment, net 19,739  19,612 
Deferred debits and other assets
Nuclear decommissioning trust funds 14,001  15,938 
Investments 211  174 
Mark-to-market derivative assets 1,121  949 
Prepaid pension asset —  1,683 
Deferred income taxes 34  32 
Other 2,137  1,717 
Total deferred debits and other assets 17,504  20,493 
Total assets $ 45,333  $ 48,086 
2

June 30, 2022 December 31, 2021
Liabilities and shareholders’ equity
Current liabilities
Short-term borrowings $ 200  $ 2,082 
Long-term debt due within one year 184  1,220 
Accounts payable 2,160  1,757 
Accrued expenses 749  737 
Payables to affiliates —  131 
Mark-to-market derivative liabilities 1,673  981 
Renewable energy credit obligation 587  777 
Other 325  311 
Total current liabilities 5,878  7,996 
Long-term debt 4,507  4,575 
Long-term debt to affiliates —  319 
Deferred credits and other liabilities
Deferred income taxes and unamortized investment tax credits 2,855  3,703 
Asset retirement obligations 13,402  12,819 
Pension obligations 682  — 
Non-pension postretirement benefit obligations 862  847 
Spent nuclear fuel obligation 1,213  1,210 
Payables to affiliates —  3,357 
Payable related to Regulatory Agreement Units 2,265  — 
Mark-to-market derivative liabilities 1,070  513 
Other 1,210  1,133 
Total deferred credits and other liabilities 23,559  23,582 
Total liabilities 33,944  36,472 
Commitments and contingencies
Shareholders’ equity
Predecessor Member's Equity —  11,250 
Common stock 13,241  — 
Retained deficit (249) — 
Accumulated other comprehensive loss, net (1,992) (31)
Total shareholders’ equity 11,000  11,219 
Noncontrolling interests 389  395 
Total equity 11,389  11,614 
Total liabilities and shareholders’ equity $ 45,333  $ 48,086 
3

Constellation Energy Corporation and Subsidiary Companies
Consolidated Statements of Cash Flows
(unaudited)
(in millions)
Six Months Ended June 30,
  2022 2021
Cash flows from operating activities
Net loss $ (2) $ (756)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Depreciation, amortization, and accretion, including nuclear fuel and energy contract amortization 1,207  2,686 
Asset impairments —  493 
Gain on sales of assets and businesses (13) (79)
Deferred income taxes and amortization of investment tax credits (707) (142)
Net fair value changes related to derivatives 31  (490)
Net realized and unrealized losses (gains) on NDT funds 800  (376)
Net unrealized losses (gains) on equity investments 25  (96)
Other non-cash operating activities 459  (421)
Changes in assets and liabilities:
Accounts receivable 60  (90)
Receivables from and payables to affiliates, net 20  43 
Inventories (88)
Accounts payable and accrued expenses 385  154 
Option premiums (paid) received, net (167)
Collateral received, net 1,123  955 
Income taxes 289  (1)
Pension and non-pension postretirement benefit contributions (213) (212)
Other assets and liabilities (1,946) (2,031)
Net cash flows provided by (used in) operating activities 1,263  (357)
Cash flows from investing activities
Capital expenditures (800) (719)
Proceeds from NDT fund sales 2,188  4,438 
Investment in NDT funds (2,323) (4,538)
Collection of DPP 1,595  2,209 
Proceeds from sales of assets and businesses 39  724 
Other investing activities (8)
Net cash flows provided by investing activities 701  2,106 
Cash flows from financing activities
Change in short-term borrowings (702) (340)
Repayments of short-term borrowings with maturities greater than 90 days (1,180) — 
Issuance of long-term debt 151 
Retirement of long-term debt (1,109) (56)
Retirement of long-term debt to affiliate (258) — 
Changes in money pool with Exelon —  (285)
Distributions to Exelon —  (916)
Contribution from Exelon 1,750  — 
Dividends paid on common stock (93) — 
Other financing activities (28) (29)
Net cash flows used in financing activities (1,614) (1,475)
Increase in cash, restricted cash, and cash equivalents 350  274 
Cash, restricted cash, and cash equivalents at beginning of period 576  327 
Cash, restricted cash, and cash equivalents at end of period $ 926  $ 601 

4

Constellation Energy Corporation
Reconciliation of GAAP Net Loss to Adjusted EBITDA (non-GAAP) and Analysis of Earnings
Three Months Ended June 30, 2022 and 2021
(unaudited)
(in millions)
2021 GAAP Net Loss Attributable to Common Shareholders $ (61)
Income Taxes 110 
Depreciation and Amortization (1) 930 
Interest Expense, Net 76 
Unrealized Gain on Fair Value Adjustments (2) (447)
Asset Impairments (3) 492 
Plant Retirements and Divestitures (4) 49 
Decommissioning-Related Activities (5) (513)
Pension & OPEB Non-Service Costs (14)
Separation Costs (6)
COVID-19 Direct Costs (7)
Acquisition Related Costs (8)
ERP System Implementation Costs (9)
Cost Management Program
Noncontrolling Interests (10) 13 
2021 Adjusted EBITDA (non-GAAP) $ 656 
Year Over Year Effects on Adjusted EBITDA (non-GAAP):
February 2021 Extreme Weather Event $ 17 
Market and Portfolio Conditions (12) 96 
Nuclear Fuel Cost (13) 33 
Labor, Contracting and Materials (14) (44)
Nuclear Refueling Outages (15) (62)
Capacity Revenue (16) (91)
Other (17) (52)
Noncontrolling Interests (18) 50 
Total Year Over Year Effects on Adjusted EBITDA (non-GAAP) $ (53)
2022 GAAP Net Loss Attributable to Common Shareholders $ (111)
Income Taxes (11) (270)
Depreciation and Amortization 277 
Interest Expense, Net 56 
Unrealized Gain on Fair Value Adjustments (2) (24)
Plant Retirements and Divestitures (8)
Decommissioning-Related Activities (5) 684 
Pension & OPEB Non-Service Costs (33)
Separation Costs (6) 31 
ERP System Implementation Costs (9)
Change in Environmental Liabilities
Noncontrolling Interests (10) (12)
2022 Adjusted EBITDA (non-GAAP) $ 603 
5



(1)Includes the accelerated depreciation associated with early plant retirements.
(2)Includes mark-to-market on economic hedges and fair value adjustments related to gas imbalances and equity investments.
(3)Reflects an impairment in the New England asset group and an impairment recorded as a result of the sale of the Albany Green Energy biomass facility.
(4)Primarily reflects accelerated nuclear fuel amortization for Byron and Dresden.
(5)Reflects all gains and losses associated with Nuclear Decommissioning Trusts (NDT), Asset Retirement Obligation (ARO) accretion, ARO remeasurement, and any earnings neutral impacts of contractual offset for Regulatory Agreement Units.
(6)Represents costs related to the separation including system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation.
(7)Represents direct costs related to COVID-19 consisting primarily of costs to acquire personal protective equipment, costs for cleaning supplies and services, and costs to hire healthcare professionals to monitor the health of employees.
(8)Reflects costs related to the acquisition of Electricite de France SA's (EDF's) interest in CENG, which was completed in the third quarter of 2021.
(9)Reflects costs related to a multi-year Enterprise Resource Program (ERP) system implementation.
(10)Represents elimination of the noncontrolling interests related to certain adjustments, primarily relating to Constellation Renewables Partners, LLC (CRP) in 2022 and CENG in 2021.
(11)Includes amounts contractually owed to Exelon under the tax matters agreement reflected in Other, net.
(12)Primarily reflects higher realized energy prices.
(13)Primarily reflects a decrease in fuel prices.
(14)Includes non-refueling outage costs, certain non-essential maintenance work deferred in 2021, and increased employee-related costs.
(15)Reflects volume and operating and maintenance impact of nuclear refueling outages, including Salem.
(16)Reflects decreased capacity revenues in the Mid-Atlantic, Midwest, New York and Other Power Regions.
(17)Primarily reflects increases to reserves for future claims associated with asbestos-related personal injury actions and certain Taxes other than income taxes.
(18)Reflects elimination of the noncontrolling interest from results of activity, primarily relating to CRP in 2022 and CENG and CRP in 2021. We acquired the noncontrolling interest in CENG on August 6, 2021.
6

Constellation Energy Corporation
Reconciliation of GAAP Net Income to Adjusted EBITDA (non-GAAP) and Analysis of Earnings
Six Months Ended June 30, 2022 and 2021
(unaudited)
(in millions, except per share data)
2021 GAAP Net Loss Attributable to Common Shareholders $ (854)
Income Taxes (70)
Depreciation and Amortization (1) 1,869 
Interest Expense, Net 148 
Unrealized Gain on Fair Value Adjustments (2) (577)
Asset Impairments (3) 492 
Plant Retirements and Divestitures (4) 47 
Decommissioning-Related Activities (5) (884)
Pension & OPEB Non-Service Costs (25)
Separation Costs (6)
COVID-19 Direct Costs (7) 19 
Acquisition Related Costs (8) 10 
ERP System Implementation Costs (9)
Change in Environmental Liabilities
Cost Management Program
Noncontrolling Interests (10) (6)
2021 Adjusted EBITDA (non-GAAP) $ 191 
Year Over Year Effects on Adjusted EBITDA (non-GAAP):
February 2021 Extreme Weather Event $ 1,233 
Market and Portfolio Conditions (12) 270 
Nuclear Fuel Cost (13) 72 
Labor, Contracting and Materials (14) (35)
Nuclear Refueling Outages (15) (109)
Capacity Revenue (16) (134)
Other (17) (94)
Noncontrolling Interests (18) 75 
Total Year Over Year Effects on Adjusted EBITDA (non-GAAP) $ 1,278 
2022 GAAP Net Loss Attributable to Common Shareholders $ (5)
Income Taxes (11) (323)
Depreciation and Amortization 557 
Interest Expense, Net 112 
Unrealized Loss on Fair Value Adjustments (2) 94 
Plant Retirements and Divestitures (8)
Decommissioning-Related Activities (5) 1,038 
Pension & OPEB Non-Service Costs (58)
Separation Costs (6) 68 
ERP System Implementation Costs (9) 11 
Change in Environmental Liabilities
Noncontrolling Interests (10) (25)
2022 Adjusted EBITDA (non-GAAP) $ 1,469 
7


(1)Includes the accelerated depreciation associated with early plant retirements.
(2)Includes mark-to-market on economic hedges and fair value adjustments related to gas imbalances and equity investments.
(3)Reflects an impairment in the New England asset group and an impairment recorded as a result of the sale of the Albany Green Energy biomass facility.
(4)Primarily reflects accelerated nuclear fuel amortization for Byron and Dresden, partially offset by a gain on sale of our solar business.
(5)Reflects all gains and losses associated with Nuclear Decommissioning Trusts (NDT), Asset Retirement Obligation (ARO) accretion, ARO remeasurement, and any earnings neutral impacts of contractual offset for Regulatory Agreement Units.
(6)Represents costs related to the separation including system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation.
(7)Represents direct costs related to COVID-19 consisting primarily of costs to acquire personal protective equipment, costs for cleaning supplies and services, and costs to hire healthcare professionals to monitor the health of employees.
(8)Reflects costs related to the acquisition of Electricite de France SA's (EDF's) interest in CENG, which was completed in the third quarter of 2021.
(9)Reflects costs related to a multi-year Enterprise Resource Program (ERP) system implementation.
(10)Represents elimination of the noncontrolling interests related to certain adjustments, primarily relating to Constellation Renewables Partners, LLC (CRP) in 2022 and CENG in 2021.
(11)Includes amounts contractually owed to Exelon under the tax matters agreement reflected in Other, net.
(12)Primarily reflects higher realized energy prices.
(13)Primarily reflects a decrease in fuel prices.
(14)Includes non-refueling outage costs, certain non-essential maintenance work deferred in 2021, and increased employee-related costs.
(15)Reflects volume and operating and maintenance impact of nuclear refueling outages, including Salem.
(16)Reflects decreased capacity revenues in the Mid-Atlantic, Midwest, and Other Power Regions, partially offset by increased capacity revenues in New York.
(17)Primarily reflects increases to reserves for future claims associated with asbestos-related personal injury actions and certain Taxes other than income taxes.
(18)Reflects elimination of the noncontrolling interest from results of activity, primarily relating to CRP in 2022 and CENG and CRP in 2021. We acquired the noncontrolling interest in CENG on August 6, 2021.
8


Constellation Energy Corporation
GAAP Consolidated Statements of Operations and
Adjusted EBITDA (non-GAAP) Reconciling Adjustments
(unaudited)
(in millions, except per share data)
  Three Months Ended June 30, 2022 Three Months Ended June 30, 2021
GAAP (a)
Non-GAAP Adjustments
GAAP (a)
Non-GAAP Adjustments
Operating revenues $ 5,465  $ (298) (b),(c) $ 4,153  $ (239) (b),(c)
Operating expenses
Purchased power and fuel 3,508  (328) (b) 1,947  (515) (b),(d)
Operating and maintenance 1,273  80  (c),(d),(h),(i),(j),(k) 1,474  368  (c),(d),(e),(f),(g),(h),(i),(j),(k), (p)
Depreciation and amortization 277  277  (l) 930  930  (l)
Taxes other than income taxes 133  —  118  — 
Total operating expenses 5,191  4,469 
(Loss) gain on sales of assets and businesses (2) (2) (d) (d)
Operating income (loss) 272  (308)
Other income and (deductions)
Interest expense, net (56) (56) (m) (76) (76) (m)
Other, net (654) (669) (b),(c),(d),(i),(j),(q) 508  503  (b),(c),(d)
Total other income and (deductions) (710) 432 
(Loss) income before income taxes (438) 124 
Income taxes (328) (328) (n) 110  110  (n)
Equity in losses of unconsolidated affiliates (3) —  (1) — 
Net (loss) income (113) 13 
Net (loss) income attributable to noncontrolling interests (2) (12) (o) 74  13  (o)
Net loss attributable to common shareholders $ (111) $ (61)
Effective tax rate 74.9  % 88.7  %
Earnings per average common share
Basic $ (0.34) $ — 
Diluted $ (0.34) $ — 
Average common shares outstanding
Basic 327  — 
Diluted 328  — 
__________
(a)Results reported in accordance with accounting principles generally accepted in the United States (GAAP).
(b)Adjustment for mark-to-market on economic hedges and fair value adjustments related to gas imbalances and equity investments.
(c)Adjustment for all gains and losses associated with NDTs, ARO accretion, ARO remeasurement, and any earnings neutral impacts of contractual offset for Regulatory Agreement Units.
(d)Adjustments related to plant retirements and divestitures.
(e)In 2021, adjustment primarily for reorganization and severance costs related to cost management programs.
(f)In 2021, adjustment for direct costs related to COVID-19 consisting primarily of costs to acquire personal protective equipment, costs for cleaning supplies and services, and costs to hire healthcare professionals to monitor the health of employees.
(g)In 2021, adjustment for costs related to the acquisition of Electricite de France SA's (EDF's) interest in CENG, which was completed in the third quarter of 2021.
(h)Adjustment for costs related to a multi-year Enterprise Resource Program (ERP) system implementation.
(i)Adjustment for costs related to the separation primarily comprised of system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation.
(j)Adjustment for Pension and OPEB Non-Service costs. Historically, we were allocated our portion of pension and OPEB non-service costs from Exelon, which was included in Operating and maintenance expense. Effective February 1, 2022, the non-service cost components will not be included in Other, net.
(k)Adjustment for changes in environmental liabilities.
(l)Adjustment for depreciation and amortization expense.
(m)Adjustment for interest expense.
(n)Adjustment for income taxes.
(o)Adjustment for elimination of the noncontrolling interest related to certain adjustments, primarily relating to CRP in 2022 and CENG in 2021.
(p)In 2021, adjustment for an impairment in the New England asset group and an impairment recorded as a result of the sale of the Albany Green Energy biomass facility.
(q)In 2022, includes amounts contractually owed to Exelon under the tax matters agreement.
9

Constellation Energy
GAAP Consolidated Statements of Operations and
Adjusted (non-GAAP) EBITDA Reconciling Adjustments
(unaudited)
(in millions, except per share data)
Six Months Ended June 30, 2022 Six Months Ended June 30, 2021
GAAP (a)
Non-GAAP Adjustments
GAAP (a)
Non-GAAP Adjustments
Operating revenues $ 11,056  $ (1,217) (b),(c) $ 9,712  $ (322) (b),(c)
Operating expenses
Purchased power and fuel
7,059  (1,131) (b) 6,557  (698) (b),(d)
Operating and maintenance
2,477  131  (c),(d),(h),(i),(j),(k) 2,476  205  (c),(d),(e),(f),(g),(h),(i),(j),(k), (p)
Depreciation and amortization
557  557  (l) 1,869  1,869  (l)
Taxes other than income taxes
268  (i) 239  — 
Total operating expenses
10,361  11,141 
Gain on sales of assets and businesses 13  —  79  69  (d)
Operating income (loss) 708  (1,350)
Other income and (deductions)
Interest expense, net
(112) (112) (m) (148) (148) (m)
Other, net
(973) (992) (b),(c),(d), (i),(j),(q) 675  656  (b),(c),(d)
Total other income and (deductions) (1,085) 527 
Loss before income taxes (377) (823)
Income taxes (381) (381) (n) (70) (70) (n)
Equity in losses of unconsolidated affiliates (6) —  (3) — 
Net loss (2) (756)
Net income attributable to noncontrolling interests (25) (o) 98  (6) (o)
Net loss attributable to common shareholders $ (5) $ (854)
Effective tax rate(q)
101.1  % 8.5  %
Earnings per average common share
Basic $ (0.02) $ — 
Diluted $ (0.02) $ — 
Average common shares outstanding
Basic 327  — 
Diluted 328  — 
__________
(a)Results reported in accordance with accounting principles generally accepted in the United States (GAAP).
(b)Adjustment for mark-to-market on economic hedges and fair value adjustments related to gas imbalances and equity investments.
(c)Adjustment for all gains and losses associated with NDTs, ARO accretion, ARO remeasurement, and any earnings neutral impacts of contractual offset for Regulatory Agreement Units.
(d)Adjustments related to plant retirements and divestitures.
(e)In 2021, adjustment primarily for reorganization and severance costs related to cost management programs.
(f)In 2021, adjustment for direct costs related to COVID-19 consisting primarily of costs to acquire personal protective equipment, costs for cleaning supplies and services, and costs to hire healthcare professionals to monitor the health of employees.
(g)In 2021, adjustment for costs related to the acquisition of Electricite de France SA's (EDF's) interest in CENG, which was completed in the third quarter of 2021.
(h)Adjustment for costs related to a multi-year Enterprise Resource Program (ERP) system implementation.
(i)Adjustment for costs related to the separation primarily comprised of system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation, and employee-related severance costs.
(j)Adjustment for Pension and OPEB Non-Service costs. Historically, we were allocated our portion of pension and OPEB non-service costs from Exelon, which was included in Operating and maintenance expense. Effective February 1, 2022, the non-service cost components will not be included in Other, net.
(k)Adjustment for changes in environmental liabilities.
(l)Adjustment for depreciation and amortization expense.
(m)Adjustment for interest expense.
(n)Adjustment for income taxes.
(o)Adjustment for elimination of the noncontrolling interest related to certain adjustments, primarily relating to CRP in 2022 and CENG in 2021.
(p)In 2021, adjustment for an impairment in the New England asset group and an impairment recorded as a result of the sale of the Albany Green Energy biomass facility.
(q)In 2022, includes amounts contractually owed to Exelon under the tax matters agreement.

10

Statistics
  Three Months Ended June 30, Six Months Ended June 30,
  2022 2021 2022 2021
Supply Source (GWhs)
Nuclear Generation(a)
Mid-Atlantic 12,609  13,197  25,732  26,451 
Midwest 23,342  23,299  46,804  46,454 
New York(b)
6,571  6,576  12,584  13,133 
Total Nuclear Generation 42,522  43,072  85,120  86,038 
Natural Gas, Oil, and Renewables
Mid-Atlantic 616  522  1,343  1,185 
Midwest 281  262  649  585 
New York —  —  — 
ERCOT 2,913  2,797  5,887  5,581 
Other Power Regions(c)
1,874  2,239  4,777  5,205 
Total Natural Gas, Oil, and Renewables 5,684  5,820  12,656  12,557 
Purchased Power
Mid-Atlantic 2,898  3,089  5,656  7,571 
Midwest 156  131  351  310 
ERCOT 1,413  1,259  2,149  2,031 
Other Power Regions(c)
12,436  12,356  26,096  25,189 
Total Purchased Power 16,903  16,835  34,252  35,101 
Total Supply/Sales by Region
Mid-Atlantic 16,123  16,808  32,731  35,207 
Midwest 23,779  23,692  47,804  47,349 
New York(b)
6,571  6,576  12,584  13,134 
ERCOT 4,326  4,056  8,036  7,612 
Other Power Regions(c)
14,310  14,595  30,873  30,394 
Total Supply/Sales by Region 65,109  65,727  132,028  133,696 
  Three Months Ended June 30, Six Months Ended June 30,
  2022 2021 2022 2021
Outage Days(d)
Refueling 66  66  142  150 
Non-refueling 15  25  10 
Total Outage Days 81  73  167  160 
__________
(a)Includes the proportionate share of output where we have an undivided ownership interest in jointly-owned generating plants. Includes the total output for fully owned plants and the total output for CENG prior to the acquisition of EDF’s interest on August 6, 2021 as CENG was fully consolidated.
(b)2021 values have been revised from those previously reported to correctly reflect our 82% undivided ownership interest in Nine Mile Point Unit 2.
(c)Other Power Regions includes New England, South, West, and Canada.
(d)Outage days exclude Salem.


11

Three Months Ended June 30, Six Months Ended June 30,
ZEC Prices 2022 2021 2022 2021
State (Region)
New Jersey (Mid-Atlantic) $ 10.00  $ 10.00  $ 10.00  $ 10.00 
Illinois (Midwest) 15.00  16.50  15.75  16.50 
New York (New York) 21.38  21.38  21.38  20.49 
Three Months Ended June 30, Six Months Ended June 30,
Capacity Prices 2022 2021 2022 2021
Location (Region)
Eastern Mid-Atlantic Area Council (Mid-Atlantic) $ 143.11  $ 180.49  $ 154.42  $ 184.18 
ComEd (Midwest) 153.35  190.60  174.45  189.36 
Rest of State (New York) 75.67  118.00  80.39  65.51 
Southeast New England (Other) 145.13  169.23  149.75  172.95 
Three Months Ended June 30, Six Months Ended June 30,
Electricity Prices 2022 2021 2022 2021
Location (Region)
PJM West (Mid-Atlantic) $ 77.17  $ 28.56  $ 66.28  $ 29.77 
ComEd (Midwest) 66.46  26.95  53.36  27.96 
Central (New York) 41.75  18.06  53.85  21.87 
North (ERCOT) 70.79  32.04  53.92  270.66 
Southeast Massachusetts (Other)(a)
69.15  29.43  90.38  40.04 
__________
(a)Reflects New England, which comprises the majority of the activity in the Other region.
12
EX-99.2 3 ceg-20220804992.htm EX-99.2 ceg-20220804992








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