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Pennsylvania1310 Point StreetBaltimoreMaryland21231-3380(833)883-0162Pennsylvania200 Energy WayKennett SquarePennsylvania19348-2473(833)883-0162Common Stock, without par valueCEGThe Nasdaq Stock Market LLC00018682750001168165False☐00018682752025-11-072025-11-070001868275ceg:ConstellationEnergyGenerationLLCMember2025-11-072025-11-07

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
November 7, 2025
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 21231-3380
(833) 883-0162
333-85496 CONSTELLATION ENERGY GENERATION, LLC 23-3064219
(a Pennsylvania limited liability company)
200 Energy Way
Kennett Square, Pennsylvania 19348-2473
(833) 883-0162
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 November 7, 2025, Constellation Energy Corporation (Nasdaq: CEG) announced via press release its results for the third quarter ended September 30, 2025. A copy of the press release and related attachments are attached hereto as Exhibit 99.1. Also attached as Exhibit 99.2 to this Current Report on Form 8-K are the presentation slides to be used during the third quarter 2025 earnings conference call. This Form 8-K and the attached exhibits are provided under Items 2.02, 7.01 and 9.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.
We have scheduled the conference call for 10:00 AM ET on November 7, 2025. 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 the 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. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction between Constellation and Calpine Corporation, the expected closing of the proposed transaction and the timing thereof. This includes statements regarding the financing of the proposed transaction and the pro forma combined company and its operations, strategies and plans, enhancements to investment-grade credit profile, synergies, opportunities and anticipated future performance and capital structure, and expected accretion to earnings per share and free cash flow. Information adjusted for the proposed transaction should not be considered a forecast of future results.
Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. 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' combined 2024 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 18 — Commitments and Contingencies; (2) the Registrants' Third Quarter 2025 Quarterly Report on Form 10-Q (to be filed on November 7, 2025) 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 14 — Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Registrants.
Investors are cautioned not to place undue reliance on these forward-looking statements, whether written or oral, which apply only as of the date of this report. Neither Registrant undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this report.



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CONSTELLATION ENERGY CORPORATION
/s/ Daniel L. Eggers
Daniel L. Eggers
Executive Vice President and Chief Financial Officer
Constellation Energy Corporation
CONSTELLATION ENERGY GENERATION, LLC
/s/ Daniel L. Eggers
Daniel L. Eggers
Executive Vice President and Chief Financial Officer
Constellation Energy Generation, LLC
November 7, 2025




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-20251107991.htm EX-99.1 Document

Exhibit 99.1
News Release
constellationlogoa.jpg
Contact:

Linsey Wisniewski
Corporate Communications
667-218-7700

Emily Duncan
Investor Relations
833-447-2783
CONSTELLATION REPORTS THIRD QUARTER 2025 RESULTS
Earnings Release Highlights
•GAAP Net Income of $2.97 per share and Adjusted (non-GAAP) Operating Earnings of $3.04 per share for the third quarter of 2025
•Narrowing full-year 2025 Adjusted (non-GAAP) Operating Earnings guidance range to $9.05 – $9.45 per share
•Conowingo Dam received a water quality certification from the Maryland Department of the Environment (MDE) clearing the way for the re-licensing and continued operation of the dam’s hydroelectric facility
Baltimore (Nov 7, 2025) — Constellation Energy Corporation (Nasdaq: CEG) today reported its financial results for the third quarter of 2025.
“We achieved one of the highest operating quarters for our nuclear fleet and advanced major milestones like our historic settlement with Maryland for continued operations of the Conowingo dam,” said Joe Dominguez, president and CEO of Constellation. “Momentum continues to build around reliable, clean nuclear energy as a cornerstone of America’s energy strategy. With growing recognition of nuclear’s role in powering the data economy and supporting reliability and affordability for consumers, Constellation is positioned to help our regions and nation grow, while continuing to deliver benefits for our customers, communities, and owners.”

“Constellation delivered adjusted operating earnings of $3.04 per share this quarter, up from $2.74 per share in Q3 of last year,” said Dan Eggers, chief financial officer, Constellation. “We continue to execute well operationally and financially, supported by strong nuclear and commercial performance. We are narrowing our full-year adjusted operating earnings guidance range to $9.05 – $9.45 per share. Nuclear energy is core to the nation’s clean energy and reliability goals, and the strength of our existing fleet – including the potential for life extensions and uprates – positions us to meet growing customer demand. As we approach the close of the Calpine transaction, we are excited to bring these two great companies together and harness the capabilities of the combined company to meet the needs of America with clean, reliable power and innovative products for our customers.”
1


Third Quarter 2025
Our GAAP Net Income for the third quarter of 2025 decreased to $2.97 per share from $3.82 per share in the third quarter of 2024. Adjusted (non-GAAP) Operating Earnings for the third quarter of 2025 increased to $3.04 per share from $2.74 per share in the third quarter of 2024. For the reconciliations of GAAP Net Income (Loss) to Adjusted (non-GAAP) Operating Earnings, refer to the GAAP/Adjusted (non-GAAP) Operating Earnings Reconciliation section below.
Adjusted (non-GAAP) Operating Earnings in the third quarter of 2025 primarily reflects:
•Favorable market and portfolio conditions and impact of nuclear outages, partially offset by lower nuclear PTC revenue due to higher anticipated gross receipts for the year
Recent Developments and Third Quarter Highlights
•Conowingo Dam: In September 2025, we reached a settlement agreement with MDE, Lower Susquehanna Riverkeeper Association, and Waterkeepers Chesapeake, that resolves all outstanding issues related to obtaining a water quality certification from MDE. As a result, MDE issued a water quality certification, clearing the way for the re-licensing and continued operation of our Conowingo hydroelectric facility. The terms of the agreement include operational improvements and commitments for water quality and resiliency, trash and debris removal, aquatic life passage, freshwater mussel restoration, dredging and invasive species management.
•Nuclear Operations: Our nuclear fleet, including our owned output from the Salem and South Texas Project (STP) Generating Stations, produced 46,477 gigawatt-hours (GWhs) in the third quarter of 2025, compared with 45,510 GWhs in the third quarter of 2024. Excluding Salem and STP, our nuclear plants at ownership achieved a 96.8% capacity factor for the third quarter of 2025, compared with 95.0% for the third quarter of 2024. There were 23 planned refueling outage days in the third quarter of 2025 and 37 in the third quarter of 2024 for sites we operate. There were five non-refueling outage days in the third quarter of 2025 and 20 in the third quarter of 2024 for sites we operate.
•Natural Gas, Oil, and Renewables Operations: The dispatch match rate for our gas and pumped storage fleet was 95.5% in the third quarter of 2025, compared with 98.2% in the third quarter of 2024. Renewable energy capture for our wind, solar and run-of-river hydro fleet was 96.8% in the third quarter of 2025, compared with 96.0% in the third quarter of 2024.
2


GAAP/Adjusted (non-GAAP) Operating Earnings Reconciliation
The table below provides a reconciliation of GAAP Net Income to Adjusted (non-GAAP) Operating Earnings. Adjusted (non-GAAP) Operating Earnings is not a standardized financial measure and may not be comparable to other companies’ presentations of similarly titled measures.
Unless otherwise noted, the income tax impact of each reconciling adjustment between GAAP Net Income (Loss) Attributable to Common Shareholders and Adjusted (non-GAAP) Operating Earnings is based on the marginal statutory federal and state income tax rates, taking into account whether the income or expense item is taxable or deductible, respectively, in whole or in part. For all adjustments except the NDT fund investment returns, which are included in decommissioning-related activities, the marginal statutory income tax rate was 25.6% and 25.5% for the three months ended September 30, 2025 and 2024, respectively. Under IRS regulations, NDT fund investment returns are taxed at different rates for investments if they are in qualified or non-qualified funds. The effective tax rates for the unrealized and realized gains and losses related to NDT funds were 54.9% and 54.6% for the three months ended September 30, 2025 and 2024, respectively.
(In millions, except per share data) Three Months Ended September 30, 2025
Earnings Per Share(1)
GAAP Net Income (Loss) Attributable to Common Shareholders $ 930  $ 2.97 
Unrealized (Gain) Loss on Fair Value Adjustments (net of taxes of $32)
94  0.30 
Plant Retirements and Divestitures (net of taxes of $2)
(5) (0.02)
Decommissioning-Related Activities (net of taxes of $187)
(117) (0.37)
Pension & OPEB Non-Service (Credits) Costs (net of taxes of $3)
0.03 
Acquisition-Related Costs (net of taxes of $10)
28  0.09 
Change in Environmental Liabilities (net of taxes of $—)
— 
Income Tax-Related Adjustments
13  0.04 
Noncontrolling Interests
(1) — 
Adjusted (non-GAAP) Operating Earnings
$ 952  $ 3.04 
(In millions, except per share data) Three Months Ended 
 September 30, 2024
Earnings Per Share(1)
GAAP Net Income (Loss) Attributable to Common Shareholders $ 1,200  $ 3.82 
Unrealized (Gain) Loss on Fair Value Adjustments (net of taxes of $72)
(210) (0.67)
Plant Retirements and Divestitures (net of taxes of $10)
30  0.10 
Decommissioning-Related Activities (net of taxes of $207)
(195) (0.62)
Pension & OPEB Non-Service (Credits) Costs (net of taxes of $1)
(2) (0.01)
Change in Environmental Liabilities (net of taxes of $2)
0.02 
ERP System Implementation Costs (net of taxes of $—)
— 
Income Tax Related Adjustments 33  0.11 
Noncontrolling Interests
(2) (0.01)
Adjusted (non-GAAP) Operating Earnings
$ 860  $ 2.74 
_______
(1) Amounts may not sum due to rounding. Earnings per share amount is based on average diluted common shares outstanding of 313 million and 314 million for the three months ended September 30, 2025 and 2024, respectively.
Webcast Information
We will discuss third quarter 2025 earnings in a conference call scheduled for today at 10:00 a.m. Eastern Time. The webcast and associated materials can be accessed at https://investors.constellationenergy.com.
3


About Constellation
Constellation Energy Corporation (Nasdaq: CEG), a Fortune 200 company headquartered in Baltimore, is the nation’s largest producer of reliable, emissions-free energy and a leading energy supplier to businesses, homes and public sector customers nationwide, including three-fourths of Fortune 100 companies. With annual output that is nearly 90% carbon-free, our hydro, wind and solar facilities paired with the nation’s largest nuclear fleet have the generating capacity to power the equivalent of 16 million homes, providing about 10% of the nation’s clean energy. We are committed to investing in innovative technologies to drive the transition to a reliable, sustainable and secure energy future. Follow Constellation on LinkedIn and X.
Non-GAAP Financial Measures
We utilize Adjusted (non-GAAP) Operating Earnings (and/or its per share equivalent) in our internal analysis, and in communications with investors and analysts, as a consistent measure for comparing our financial performance and discussing the factors and trends affecting our business. The presentation of Adjusted (non-GAAP) Operating Earnings is intended to complement and should not be considered an alternative to, nor more useful than, the presentation of GAAP Net Income.
The tables above provide a reconciliation of GAAP Net Income to Adjusted (non-GAAP) Operating Earnings. Adjusted (non-GAAP) Operating Earnings is not a standardized financial measure and may not be comparable to other companies’ presentations of similarly titled measures.
Due to the forward-looking nature of our Adjusted (non-GAAP) Operating Earnings guidance, we are unable to reconcile this non-GAAP financial measure to GAAP Net Income given the inherent uncertainty required in projecting gains and losses associated with the various fair value adjustments required by GAAP. These adjustments include future changes in fair value impacting the derivative instruments utilized in our current business operations, as well as the debt and equity securities held within our nuclear decommissioning trusts, which may have a material impact on our future GAAP results.
Cautionary Statements Regarding Forward-Looking Information
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction between Constellation and Calpine Corporation, the expected closing of the proposed transaction and the timing thereof. This includes statements regarding the financing of the proposed transaction and the pro forma combined company and its operations, strategies and plans, enhancements to investment-grade credit profile, synergies, opportunities and anticipated future performance and capital structure, and expected accretion to earnings per share and free cash flow. Information adjusted for the proposed transaction should not be considered a forecast of future results.
Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. The factors that could cause actual results to differ materially from the forward-looking statements made by Constellation Energy Corporation and Constellation Energy Generation, LLC, (the Registrants) include those factors discussed herein, as well as the items discussed in (1) the Registrants' 2024 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 18 — Commitments and Contingencies; (2) the Registrants' Third Quarter 2025 Quarterly Report on Form 10-Q (to be filed on November 7, 2025) 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 14 — Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Registrants.
Investors are cautioned not to place undue reliance on these forward-looking statements, whether written or oral, which apply only as of the date of this press release. Neither Registrant undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this press release.
5


Earnings Release Attachments
Table of Contents


Constellation Energy Corporation and Subsidiary Companies
Consolidated Statements of Operations
(unaudited)
(in millions)
Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025
Operating revenues $ 6,570  $ 19,459 
Operating expenses
Purchased power and fuel 3,567  11,083 
Operating and maintenance 1,511  4,673 
Depreciation and amortization 241  743 
Taxes other than income taxes 165  472 
Total operating expenses 5,484  16,971 
Operating income (loss)
1,086  2,488 
Other income and (deductions)
Interest expense, net (134) (398)
Other, net 443  729 
Total other income and (deductions) 309  331 
Income (loss) before income taxes
1,395  2,819 
Income tax (benefit) expense
466  928 
Net income (loss)
929  1,891 
Net income (loss) attributable to noncontrolling interests
(1)
Net income (loss) attributable to common shareholders
$ 930  $ 1,887 
Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024
Operating revenues $ 6,550  $ 18,186 
Operating expenses
Purchased power and fuel 3,119  8,828 
Operating and maintenance 1,535  4,666 
Depreciation and amortization 266  868 
Taxes other than income taxes 165  446 
Total operating expenses 5,085  14,808 
Gain (loss) on sales of assets and businesses
Operating income (loss)
1,467  3,380 
Other income and (deductions)
Interest expense, net (147) (416)
Other, net 325  693 
Total other income and (deductions) 178  277 
Income (loss) before income taxes
1,645  3,657 
Income tax (benefit) expense
449  768 
Equity in income (losses) of unconsolidated affiliates
—  (1)
Net income (loss)
1,196  2,888 
Net income (loss) attributable to noncontrolling interests
(4) (9)
Net income (loss) attributable to common shareholders
$ 1,200  $ 2,897 
Change in Net income (loss) attributable to common shareholders from 2024 to 2025 $ (270) $ (1,010)
1

Constellation Energy Corporation and Subsidiary Companies
Consolidated Balance Sheets
(unaudited)
(in millions)
September 30, 2025 December 31, 2024
Assets
Current assets
Cash and cash equivalents $ 3,959  $ 3,022 
Restricted cash and cash equivalents 132  107 
Accounts receivable
Customer accounts receivable, net
3,168  3,116 
Other accounts receivable, net
612  602 
Mark-to-market derivative assets 632  843 
Inventories, net
Natural gas, oil, and emission allowances 242  243 
Materials and supplies 1,422  1,357 
Renewable energy credits 786  797 
Other 696  689 
Total current assets 11,649  10,776 
Property, plant, and equipment, net 21,990  21,235 
Deferred debits and other assets
Nuclear decommissioning trust funds 18,985  17,305 
Investments 427  640 
Goodwill 420  420 
Mark-to-market derivative assets 459  372 
Other 2,231  2,178 
Total deferred debits and other assets 22,522  20,915 
Total assets $ 56,161  $ 52,926 
2

September 30, 2025 December 31, 2024
Liabilities and shareholders’ equity
Current liabilities
Short-term borrowings $ 1,650  $ — 
Long-term debt due within one year 118  1,028 
Accounts payable and accrued expenses
3,926  3,943 
Mark-to-market derivative liabilities 474  467 
Renewable energy credit obligation 956  1,076 
Other 331  332 
Total current liabilities 7,455  6,846 
Long-term debt 7,269  7,384 
Deferred credits and other liabilities
Deferred income taxes and unamortized ITCs
3,578  3,331 
Asset retirement obligations 13,032  12,449 
Pension and non-pension postretirement benefit obligations
1,767  1,875 
Spent nuclear fuel obligation 1,412  1,366 
Payable related to Regulatory Agreement Units 5,222  4,518 
Mark-to-market derivative liabilities 440  399 
Other 1,294  1,219 
Total deferred credits and other liabilities 26,745  25,157 
Total liabilities 41,469  39,387 
Commitments and contingencies
Shareholders’ equity
Common stock 11,022  11,402 
Retained earnings (deficit) 5,588  4,066 
Accumulated other comprehensive income (loss), net
(2,260) (2,302)
Total shareholders’ equity 14,350  13,166 
Noncontrolling interests 342  373 
Total equity 14,692  13,539 
Total liabilities and shareholders’ equity $ 56,161  $ 52,926 
3

Constellation Energy Corporation and Subsidiary Companies
Consolidated Statements of Cash Flows
(unaudited)
(in millions)
Nine Months Ended September 30,
  2025 2024
Cash flows from operating activities
Net income (loss) $ 1,891  $ 2,888 
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities
Depreciation, amortization, and accretion, including nuclear fuel and energy contract amortization 1,945  2,049 
Deferred income taxes and amortization of ITCs 248  358 
Net fair value changes related to derivatives 328  (1,161)
Net realized and unrealized (gains) losses on NDT funds (588) (475)
Net realized and unrealized (gains) losses on equity investments 256  115 
Other non-cash operating activities (74) (161)
Changes in assets and liabilities:
Accounts receivable (184) 1,083 
Inventories (62) 31 
Accounts payable and accrued expenses (25) (38)
Option premiums received (paid), net 49  159 
Collateral received (posted), net (192) 1,495 
Income taxes 423  154 
Pension and non-pension postretirement benefit contributions (193) (178)
Other assets and liabilities (390) (7,767)
Net cash flows provided by (used in) operating activities 3,432  (1,448)
Cash flows from investing activities
Capital expenditures (1,963) (1,836)
Proceeds from NDT fund sales 5,525  4,934 
Investment in NDT funds (5,773) (5,140)
Collection of DPP, net —  7,104 
Acquisitions of assets and businesses (13) (22)
Other investing activities 16 
Net cash flows provided by (used in) investing activities (2,221) 5,056 
Cash flows from financing activities
Change in short-term borrowings —  (1,105)
Proceeds from short-term borrowings with maturities greater than 90 days 1,650  200 
Repayments of short-term borrowings with maturities greater than 90 days —  (739)
Issuance of long-term debt —  900 
Retirement of long-term debt (1,036) (99)
Dividends paid on common stock (365) (333)
Repurchases of common stock (400) (999)
Other financing activities (98) (5)
Net cash flows provided by (used in) financing activities (249) (2,180)
Increase (decrease) in cash, restricted cash, and cash equivalents 962  1,428 
Cash, restricted cash, and cash equivalents at beginning of period 3,129  454 
Cash, restricted cash, and cash equivalents at end of period $ 4,091  $ 1,882 


4


Constellation Energy Corporation
GAAP Consolidated Statements of Operations and
Adjusted (non-GAAP) Operating Earnings Reconciling Adjustments
(unaudited)
(in millions, except per share data)
  Three Months Ended September 30, 2025 Three Months Ended September 30, 2024
GAAP (a)
Non-GAAP Adjustments
GAAP (a)
Non-GAAP Adjustments
Operating revenues $ 6,570  $ 140  (b),(c) $ 6,550  $ (517) (b),(c)
Operating expenses
Purchased power and fuel 3,567  (b) 3,119  (113) (b)
Operating and maintenance 1,511  (100)
(c),(f),(h),(j)
1,535  (14)
(c),(e),(f),(h)
Depreciation and amortization 241  (23)
(c)
266  (50)
(c),(f)
Taxes other than income taxes 165  —  165  — 
Total operating expenses 5,484  5,085 
Gain (loss) on sales of assets and businesses
—  —  (2)
(f)
Operating income (loss)
1,086  1,467 
Other income and (deductions)
Interest expense, net (134) (b) (147) 18  (b)
Other, net 443  (400)
(b),(c),(d)
325  (314)
(b),(c),(d)
Total other income and (deductions) 309  178 
Income (loss) before income taxes 1,395  1,645 
Income tax (benefit) expense
466  (156)
(b),(c)(d),(f),(i),(j)
449  (300)
(b),(c)(d),(f),(h),(i)
Net income (loss) 929  1,196 
Net income (loss) attributable to noncontrolling interests
(1)
(g)
(4)
(g)
Net income (loss) attributable to common shareholders $ 930  $ 1,200 
Effective tax rate 33.4  % 27.3  %
Earnings per average common share
Basic $ 2.98  $ 3.83 
Diluted $ 2.97  $ 3.82 
Average common shares outstanding
Basic 313  313 
Diluted 313  314 
__________
(a)Results reported in accordance with GAAP.
(b)Adjustment for mark-to-market on economic hedges, interest rate swaps, and fair value adjustments related to gas imbalances and equity investments.
(c)Adjustment for all gains and losses associated with Nuclear Decommissioning Trusts (NDT), Asset Retirement Obligation (ARO) accretion, Asset Retirement Cost (ARC) Depreciation, ARO remeasurement, and any earnings neutral impacts of contractual offset for Regulatory Agreement Units.
(d)Adjustment for Pension and Other Postretirement Employee Benefits (OPEB) Non-Service credits.
(e)In 2024, adjustment for costs related to a multi-year Enterprise Resource Program (ERP) system implemented in the first quarter of 2024.
(f)Adjustments related to plant retirements and divestitures.
(g)Adjustment for elimination of the noncontrolling interest related to certain adjustments.
(h)Adjustment for changes in environmental liabilities.
(i)Adjustment to deferred income taxes due to changes in forecasted apportionment.
(j)In 2025, reflects acquisition-related costs associated with the proposed Calpine merger.
5

Constellation Energy Corporation
GAAP Consolidated Statements of Operations and
Adjusted (non-GAAP) Operating Earnings Reconciling Adjustments
(unaudited)
(in millions, except per share data)
Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024
GAAP (a)
Non-GAAP Adjustments
GAAP (a)
Non-GAAP Adjustments
Operating revenues $ 19,459  $ 339  (b),(c) $ 18,186  $ (774) (b),(c)
Operating expenses
Purchased power and fuel 11,083  (5) (b) 8,828  409  (b)
Operating and maintenance 4,673  (254)
(c),(g),(i),(k)
4,666  (213)
(c),(d),(f),(g),(i)
Depreciation and amortization 743  (92)
(c),(g)
868  (174)
(c),(g)
Taxes other than income taxes 472  — 

446  — 

Total operating expenses 16,971  14,808 
Gain (loss) on sales of assets and businesses
—  —  (2)
(g)
Operating income (loss)
2,488  3,380 
Other income and (deductions)
Interest expense, net (398) 38 
(b)
(416) 17 
(b)
Other, net 729  (631)
(b),(c),(e)
693  (645)
(b),(c),(e)
Total other income and (deductions) 331  277 
Income (loss) before income taxes 2,819  3,657 
Income tax (benefit) expense
928  (244)
(b),(c),(e),(g),(i),(j),(k)
768  (504) (b),(c),(d),(e),(f),(g),(i),(j)
Equity in income (losses) of unconsolidated affiliates
—  —  (1) — 
Net income (loss) 1,891  2,888 
Net income (loss) attributable to noncontrolling interests
(h)
(9)
(h)
Net income (loss) attributable to common shareholders $ 1,887  $ 2,897 
Effective tax rate 32.9  % 21.0  %
Earnings per average common share
Basic $ 6.02  $ 9.20 
Diluted $ 6.02  $ 9.17 
Average common shares outstanding
Basic 313  315 
Diluted 314  316 
__________
(a)Results reported in accordance with GAAP.
(b)Adjustment for mark-to-market on economic hedges interest rate swaps, and fair value adjustments related to gas imbalances and equity investments.
(c)Adjustment for all gains and losses associated with NDTs, ARO accretion, ARC Depreciation, ARO remeasurement, and any earnings neutral impacts of contractual offset for Regulatory Agreement Units.
(d)In 2024, adjustment for certain incremental costs related to the separation (system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation), including a portion of the amounts billed to us pursuant to the transition services agreement (TSA).
(e)Adjustment for Pension and OPEB Non-Service credits.
(f)In 2024, adjustment for costs related to a multi-year ERP system implemented in the first quarter of 2024.
(g)Adjustments related to plant retirements and divestitures.
(h)Adjustment for elimination of the noncontrolling interest related to certain adjustments.
(i)Adjustment for changes in environmental liabilities.
(j)Adjustment to deferred income taxes due to changes in forecasted apportionment.
(k)In 2025, reflects acquisition-related costs associated with the proposed Calpine merger.
6


Statistics
  Three Months Ended September 30, Nine Months Ended September 30,
(GWhs)
2025 2024 2025 2024
Nuclear Generation(a)
Mid-Atlantic 13,665  13,420  39,105  39,839 
Midwest 23,644  23,835  71,000  71,381 
New York 6,671  5,893  19,585  18,657 
ERCOT 2,497  2,362  7,541  6,340 
Total Nuclear Generation 46,477  45,510  137,231  136,217 
Natural Gas, Oil, and Renewables
Mid-Atlantic 242  329  1,683  1,809 
Midwest 141  151  785  774 
ERCOT
4,325  4,783  10,615  11,890 
Other Power Regions
1,466  1,850  4,556  7,017 
Total Natural Gas, Oil, and Renewables 6,174  7,113  17,639  21,490 
Purchased Power
Mid-Atlantic 5,416  6,022  13,960  12,707 
Midwest 403  107  1,366  639 
ERCOT 714  771  2,209  2,496 
Other Power Regions
11,451  10,813  32,295  30,855 
Total Purchased Power 17,984  17,713  49,830  46,697 
Total Supply/Sales by Region
Mid-Atlantic 19,323  19,771  54,748  54,355 
Midwest 24,188  24,093  73,151  72,794 
New York 6,671  5,893  19,585  18,657 
ERCOT
7,536  7,916  20,365  20,726 
Other Power Regions
12,917  12,663  36,851  37,872 
Total Supply/Sales by Region 70,635  70,336  204,700  204,404 
  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
Outage Days(b)
Refueling 23  37  152  164 
Non-refueling 20  27  33 
Total Outage Days 28  57  179  197 
__________
(a)Includes the proportionate share of output where we have an undivided ownership interest in jointly-owned generating plants and the total output for fully owned plants.
(b)Outage days exclude Salem and STP.
7

Three Months Ended September 30, Nine Months Ended September 30,
Electricity Reference Prices(a)
2025 2024 2025 2024
Location (Region)
PJM West (Mid-Atlantic) $ 46.77  $ 36.98  $ 47.63  $ 33.41 
ComEd (Midwest) 42.72  28.92  36.37  25.80 
Central (New York) 49.51  33.30  54.07  31.80 
North (ERCOT) 35.05  26.61  33.06  27.75 
Southeast Massachusetts (Other)(b)
50.43  38.37  65.16  37.34 
Three Months Ended September 30, Nine Months Ended September 30,
Capacity Reference Prices
2025 2024 2025 2024
Location (Region)
Eastern Mid-Atlantic Area Council (Mid-Atlantic) $ 269.92  $ 53.60  $ 149.74  $ 51.32 
ComEd (Midwest) 269.92  28.92  136.03  31.81 
Rest of State (New York) 193.33  132.22  137.52  112.78 
Southeast New England (Other) 87.97  949.57  566.63  459.07 
Three Months Ended September 30, Nine Months Ended September 30,
ZEC Reference Prices(a)
2025 2024 2025 2024
State (Region)
New Jersey (Mid-Atlantic)(c)(d)
$ —  $ 10.00  $ 10.00  $ 9.97 
Illinois (Midwest) 1.17  9.38  5.73  4.34 
New York (New York)(c)
14.76  18.27  15.93  18.27 
__________
(a)Reference prices may not necessarily reflect prices we ultimately realize.
(b)Reflects New England, which comprises the majority of the activity in the Other region.
(c)The NY and NJ state-sponsored programs providing compensation for the emissions-free attributes of generation from certain of our nuclear units include contractual provisions that require us to refund that compensation up to the amount of the nuclear PTC received.
(d)The New Jersey ZEC program ended in May 2025.
8
EX-99.2 3 ceg-20251107992.htm EX-99.2 ceg-20251107992
Earnings Conference Call Third Quarter 2025 November 7, 2025


 
This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction between Constellation and Calpine Corporation, the expected closing of the proposed transaction and the timing thereof. This includes statements regarding the financing of the proposed transaction and the pro forma combined company and its operations, strategies and plans, enhancements to investment-grade credit profile, synergies, opportunities and anticipated future performance and capital structure, and expected accretion to earnings per share and free cash flow. Information adjusted for the proposed transaction should not be considered a forecast of future results. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. The factors that could cause actual results to differ materially from the forward-looking statements made by Constellation Energy Corporation and Constellation Energy Generation, LLC, (the Registrants) include those factors discussed herein, as well as the items discussed in (1) the Registrants’ combined 2024 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 18, Commitments and Contingencies; (2) the Registrants’ Third Quarter 2025 Quarterly Report on Form 10-Q (to be filed on November 7, 2025) 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 14, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Registrants. Investors are cautioned not to place undue reliance on these forward-looking statements, whether written or oral, which apply only as of the date of this presentation. Neither Registrant undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this presentation. Cautionary Statements Regarding Forward-Looking Information 2


 
The Registrants report their financial results in accordance with accounting principles generally accepted in the United States (GAAP). Constellation supplements the reporting of financial information determined in accordance with GAAP with certain non-GAAP financial measures, including: • Adjusted Operating Earnings (and/or its per share equivalent) exclude certain costs, expenses, gains and losses and other specified items, including mark-to-market adjustments from economic hedging activities, interest rate swaps, and fair value adjustments related to gas imbalances and equity investments, decommissioning related activity, asset impairments, certain amounts associated with plant retirements and divestitures, pension and other post-employment benefits (OPEB) non-service credits, and other items as set forth in the Appendix • Free cash flows before growth (FCFbG) is cash flows from operations less capital expenditures under GAAP for maintenance and nuclear fuel, equity investments, and adjusted for changes in collateral and non-recurring costs-to-achieve (CTA) • Adjusted gross margin is defined as adjusted operating revenues less adjusted purchased power and fuel expense, excluding revenue related to decommissioning, gross receipts tax, variable interest entities, and net of direct cost of sales for certain end-user businesses – Adjusted operating revenues excludes the mark-to-market impact of economic hedging activities due to the volatility and unpredictability of the future changes in commodity prices – Adjusted purchased power and fuel excludes the mark-to-market impact of economic hedging activities and fair value adjustments related to gas imbalances due to the volatility and unpredictability of the future changes in commodity prices • Adjusted operating and maintenance (O&M) excludes direct cost of sales for certain end-user businesses, Asset Retirement Obligation (ARO) accretion expense from unregulated units and decommissioning costs that do not affect profit and loss, the impact from operating and maintenance expense related to variable interest entities at Constellation, and other items as set forth in the reconciliation in the Appendix Due to the forward-looking nature of our Adjusted Operating Earnings guidance, Projected Adjusted Gross Margin, and Projected Free Cash Flow Before Growth, we are unable to reconcile these non-GAAP financial measures to the comparable GAAP measures given the inherent uncertainty required in projecting gains and losses associated with the various fair value adjustments required by GAAP. These adjustments include future changes in fair value impacting the derivative instruments utilized in our current business operations, as well as the debt and equity securities held within our nuclear decommissioning trusts, which may have a material impact on our future GAAP results. Non-GAAP Financial Measures 3


 
This information is intended to enhance an investor’s overall understanding of period over period financial results and provide an indication of Constellation’s operating performance by excluding items that are considered by management to be not directly related to the ongoing operations of the business. In addition, this information is among the primary indicators management uses as a basis for evaluating performance, allocating resources, setting incentive compensation targets and planning and forecasting of future periods. These non-GAAP financial measures are not a presentation defined under GAAP and may not be comparable to other companies’ presentations of similarly titled financial measures. Constellation has provided these non-GAAP financial measures as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These non-GAAP measures should not be deemed more useful than, a substitute for, or an alternative to the most comparable GAAP measures provided in the materials presented. Non-GAAP financial measures are identified by the phrase “non-GAAP” or an asterisk (*). Reconciliations of these non-GAAP measures to the most comparable GAAP measures are provided in the appendices and attachments to this presentation. Non-GAAP Financial Measures Continued 4


 
Key Highlights 5 Nuclear fleet ran at nearly full power over summer providing clean, reliable energy for ~16 million homes Conowingo Hydroelectric Generating Station (3) Calpine acquisition remains on track to close in Q4 Reached historic settlement with Maryland to provide clean energy from Conowingo Dam for another 50 years Filed for expedited permitting of up to 1,500 MWs in Maryland to support reliability (1) Q3 2025 earnings per share is based on average diluted common shares outstanding of 313 million (2) Full-year 2025 earnings guidance is based on expected average diluted common shares outstanding of 314 million (3) From left to right: Ted Evgeniadis, Exec Dir, Lower Susquehanna Riverkeeper, Sarah Elfreth, MD Congresswoman, 3rd District, Anthony Brown, MD Attorney General, MD Governor Wes Moore, Joe Dominguez, Serena McIlwain, MDE Secretary, Robin Broder, Acting Exec Dir, Waterkeepers Chesapeake Note: GAAP to Non-GAAP reconciliations for Adjusted Operating Earnings* can be found on page 27 of the Appendix Q3 GAAP earnings of $2.97 per share (1) Q3 Adjusted Operating Earnings* of $3.04 per share (1) Narrowing standalone Adjusted Operating Earnings* guidance range to $9.05 - $9.45 per share (2)


 
• Long-term contracts support nuclear license renewals ensuring continued benefits to homes, businesses, and communities Nuclear is Core to U.S. Economic Strategy and Enables the Data Economy 6 Strong support for nuclear energy • Recent polling found 72% of U.S. adults favor nuclear energy. Additionally, 87% support license renewals and 64% agree with building new nuclear (1) • US Government to support $80B of new nuclear reactors through agreement with Westinghouse and its owners • Bipartisan support for production tax credits to ensure continued operation of the existing fleet as well as support uprates and new nuclear 10 GWs – Trump Administration goal for new nuclear projects Federal tax credits for existing and new nuclear New York supports new and existing nuclear • Governor Hochul calls for adding 1 GW of new nuclear in New York supported through the recently issued New York Power Authority RFI • NYPSC supports extending existing ZEC program to preserve existing fleet • Planned restarts of the Crane Clean Energy Center, Next Era Energy’s Duane Arnold, and Holtec’s Palisades as a result of long-term PPAs 2,250 MWs of nuclear restarts made possible by customer support Long-term contracts extend plant lives for decades (1) Source: Bisconti Research, Inc. 2025 National Nuclear Energy Public Opinion Survey (http://www.bisconti.com/blog/public-opinion-2025)


 
7 Constellation Continues to Do Our Part to Ensure Reliability in PJM • The Maryland Public Services Commission (PSC) held a solicitation for expedited Certificate of Public Convenience and Necessity (CPCN) permitting • The expedited CPCN solicitation is intended to facilitate the addition of new dispatchable generation resources in Maryland Maryland’s Solicitation for New Generation • Dispatchable generation from relocated turbines • Up to 800 MWs of battery storage • Leveraging existing Maryland sites Constellation’s Response – Up to 1,500 MWs of Incremental Generation ~1,600 MWs of Previously Announced New Supply and More to Come With Customer Support (1) 835 MW restart of Crane Clean Energy Center 572 MWs of generation under historic settlement for another 50 years at the Conowingo Hydroelectric Generation Station 160 MWs of announced site uprates at Byron and Braidwood Clean Energy Centers Up to 900 MWs of uprates from LaSalle, Limerick, and Calvert Cliffs Clean Energy Centers 1,000 MWs targeted of Demand Response through program with GridBeyond (1) Previously announced new supply of ~1,600 MWs includes Crane Clean Energy Center (835 MW), Conowingo Hydroelectric Generating Station (572 MW), and Byron and Braidwood Clean Energy Center uprates (160 MW)


 
(1) Q3 2024 earnings per share is based on average diluted common shares outstanding of 314 million (2) Q3 2025 earnings per share is based on average diluted common shares outstanding of 313 million Q3 2025 Results 8 Year-over-Year Adj. Operating Earnings* Drivers $3.82 $2.97 $2.74 $3.04 GAAP Net Income Q3 2024 (1) GAAP Net Income Q3 2025 (2) Adjusted Operating Earnings* Q3 2024 (1) Adjusted Operating Earnings* Q3 2025 (2) • Lower number of nuclear outage days • Higher capacity revenue net of less Nuclear PTC and ZEC revenues Note: GAAP to Non-GAAP reconciliations for Adjusted Operating Earnings* can be found on page 27 of the Appendix $/share


 
Best-in-Class Nuclear Operations (1,2) • Nuclear capacity factor: 96.8% • Operated production of 42 TWhs 9 Constellation Provides Reliable and Available Emissions-Free Power (1) Salem and STP are not included in operational metrics (outage days, capacity factor and generation) (2) Capacity factors reflect net monthly mean methodology. Capacity factors for periods in prior years may not tie to previous earnings presentations due to change in methodology for comparison purposes, however full-year reported capacity factors are not impacted. (3) Emissions-free electricity reflected at ownership. Measured using the EPA Greenhouse Gas Emissions calculator https://www.epa.gov/energy/greenhouse-gas-equivalencies-calculator 75% 80% 85% 90% 95% 100% 28 32 36 40 44 48 N u cl ea r T W h s C ap acity F acto r Q3 23 Q4 23 Q1 24 Q2 24 Q3 24 Q4 24 Q1 25 Q2 25 Q3 25 TWhs Capacity Factor Generated ~47.2 TWhs of emissions-free electricity, which avoided ~31.7 million metric tons of carbon dioxide; equivalent to over 7.4 million passenger vehicles being removed for one year (3) Historical Nuclear Fleet Capacity Factor (1,2) Strong Performance Across Our Renewable and Natural Gas Fleet • Renewable Energy Capture: 96.8% • Power Dispatch Match: 95.5%


 
Leading Customer Platform Enables Businesses to Meet Their Energy and Sustainability Needs 10 Note: Items may not sum due to rounding (1) Other includes New England, South and West Q3 2025 Electric Load Served by Region (TWhs)Customer Operational Metrics (TTM) 11 13 4 5 8 2 7 2 5 Midwest Mid-Atlantic ERCOT New York Other (1) 13 19 6 13 Wholesale Retail 27% 13% 77% 84% C&I Power New Customer Win Rate C&I Gas New Customer Win Rate C&I Power Customer Renewal Rate C&I Gas Customer Renewal Rate


 
(1) Full-year 2025 earnings guidance is based on expected average diluted common shares outstanding of 314 million Narrowing Full-Year Standalone Adjusted Operating Earnings* Guidance Range to $9.05 - $9.45 Per Share (1) 11 • Commercial business outperforming plan in a dynamic market • Nuclear overperformance • Offset by higher O&M due to stock compensation $/share Original Guidance Narrowed Guidance $9.60 $8.90 $9.25 $9.05 $9.45 $9.25


 
Constellation’s Balance Sheet Remains a Competitive Advantage 12 Baa1; stable outlookMoody’s BBB+; stable outlookS&P Completed Upsize to Credit Facility Effective at Closing of Calpine Transaction Capital Allocation Priorities Remain Unchanged After Calpine Acquisition • Five-year credit facility increased to $7.0B (from $4.5B), maturing September 2030 • Strong credit profile provides ample access to diverse sources of liquidity Current Credit Ratings (1) Maintain strong investment grade credit metrics Annual dividend with targeted 10% annual growth Pursue growth that meets double-digit unlevered return threshold Return capital to shareholders (1) Reflects issuer rating and senior unsecured rating for Constellation Energy Generation, LLC


 
Constellation – Our Assets Are Unmatched Today and Tomorrow 13 Visible, Double-Digit Long-Term Base EPS Growth Backed by Nuclear PTC, Contracts and Customer Margins Best and Leading Operator of Clean, Emissions-free and Low-emissions, Reliable Generation, with Coast-to-Coast Presence Uniquely Positioned to Support Economic Growth, Electric System Reliability and National Security Growing Product Opportunities Through Leading Customer Platform Significant Opportunities to Sell Clean Attributes, Participate in Data Economy, and Grow Clean, Reliable MWs Strong Free Cash Flows and High Investment Grade Balance Sheet


 
Additional Disclosures 14


 
15 Complementary Capabilities Will Create Value for Combined Company A ss et s C u st o m er P ro d u ct s Largest Nuclear Fleet Leading Natural Gas Fleet Largest Geothermal Fleet Battery Storage Renewables Hourly CFE, CORE/CORe+, EFECs Customized Blending of Products Cross Selling Power and Gas Combined M ar ke ts PJM ERCOT California New England Strong Management Team Best Operator of Nuclear Plants Leading Operator of Natural Gas Best Customer Platform Strong Development Capabilities P eo p le B al an ce S h ee t/ C as h F lo w Strong Investment Grade Ratings Strong Cash Flow for Allocation O p p o rt u n it ie s fo r G ro w th Benefits from Data Economy for Nuclear Benefits from Data Economy for Natural Gas New Nuclear MWs Carbon Capture and Sequestration Solar and Battery Storage Combined


 
20 25 30 35 40 45 50 55 60 20 25 30 35 40 45 50 55 60 Market Revenues ($/MWh) M ar ke t R ev en u es + P T C ( $ / M W h ) 16 PTC Provides Support for Nuclear Units When Revenues Fall Below $44.75/MWh (1) Illustrative Payoff Dynamics for Non-State-Supported Units in 2025 • The PTC provides support of up to $15.00/MWh for units when revenues are between $26.00/MWh and $44.75/MWh while preserving the ability of the unit to participate in upside from commodity markets • The green line assumes revenues of $47.00/MWh. Since it is above the $44.75/MWh PTC phase out units would not receive PTC value • When revenues fall below the $44.75/MWh phase out, the PTC will provide revenue support for the units, bringing effective realized revenues back to $44.75 • Assuming revenues of $35.00/MWh, the orange line, we would expect units to receive $7.80/MWh PTC, bringing the total value the unit would receive to $42.80/MWh and $45.40/MWh (2) on a tax adjusted basis Competitive Unit Payoff $35/MWh $47/MWh PTC provides support from $26/MWh - $44.75/MWh (1) See H.R. 5376 for additional details; all numbers assume that prevailing wage requirements are satisfied (2) Grossed up assuming 25% tax rate


 
• Starting in 2025, the maximum PTC and gross receipts threshold are subject to an inflation adjustment based on the GDP price deflator for the preceding calendar year: • Maximum PTC is rounded to nearest $2.50/MWh and gross receipts threshold is rounded to nearest $1.00/MWh Inflation of Nuclear Production Tax Credit (1) 17 (1) See H.R. 5376 for additional details; all numbers assume that prevailing wage requirements are satisfied (2) Annual inflation adjustment is consistent with past published guidance for renewable energy credits, published annually. (3) 2025 reflects published inflation adjustment of 2.4% Example Assuming 2%, 3% and 4% Inflation Adjustment (2)PTC Overview Inflation Adjustment= GDP price deflator in preceeding year GDP price deflator in 2023 PTC Inflation Adjustment • The PTC is in effect through 12/31/32 • In 2025, Constellation qualifies for the nuclear PTC up to $15.00/MWh; the PTC amount is reduced by 80% of gross receipts exceeding $26.00/MWh, phasing out completely after $44.75/MWh • The nuclear PTC can be credited against taxes or monetized through sale to an unrelated taxpayer Maximum PTC Gross Receipts Threshold Power Price At Which PTC=$0 Maximum PTC Gross Receipts Threshold Power Price At Which PTC=$0 Maximum PTC Gross Receipts Threshold Power Price At Which PTC=$0 2024 15.00$ 25.00$ 43.75$ 15.00$ 25.00$ 43.75$ 15.00$ 25.00$ 43.75$ 2025 15.00$ 26.00$ 44.75$ 15.00$ 26.00$ 44.75$ 15.00$ 26.00$ 44.75$ 2026 15.00$ 26.00$ 44.75$ 15.00$ 27.00$ 45.75$ 15.00$ 27.00$ 45.75$ 2027 15.00$ 27.00$ 45.75$ 17.50$ 27.00$ 48.88$ 17.50$ 28.00$ 49.88$ 2028 17.50$ 27.00$ 48.88$ 17.50$ 28.00$ 49.88$ 17.50$ 29.00$ 50.88$ 2029 17.50$ 28.00$ 49.88$ 17.50$ 29.00$ 50.88$ 17.50$ 30.00$ 51.88$ 2030 17.50$ 28.00$ 49.88$ 17.50$ 30.00$ 51.88$ 20.00$ 32.00$ 57.00$ 2031 17.50$ 29.00$ 50.88$ 17.50$ 31.00$ 52.88$ 20.00$ 33.00$ 58.00$ 2032 17.50$ 29.00$ 50.88$ 20.00$ 32.00$ 57.00$ 20.00$ 34.00$ 59.00$ 2% Inflation Adjustment (3) 3% Inflation Adjustment 4% Inflation Adjustment


 
Standalone Long-Term Debt Maturity Profile (1) 18 Note: Items may not sum due to rounding (1) Maturity profile excludes non-recourse debt, P-Cap facility, securitized debt, energy efficiency project financing, capital leases, unamortized debt issuance costs and unamortized discount/premium (2) Long-term debt balances reflect Q3 2025 Form 10-Q GAAP financials, which include items listed in footnote 1 except for the P-Cap facility ($M) Long-Term Debt Balances (2) $6.1BRecourse $1.3BNon-Recourse $7.4BTotal Long-Term Debt As of 9/30/2025 $750 $79 $600 $500 $900 $350 $788 $900 $900 $334 2 0 2 5 2 0 2 6 2 0 2 7 2 0 2 8 2 0 2 9 2 0 3 0 2 0 3 1 2 0 3 2 2 0 3 3 2 0 3 4 2 0 3 5 2 0 3 6 2 0 3 7 2 0 3 8 2 0 3 9 2 0 4 0 2 0 4 1 2 0 4 2 2 0 4 3 2 0 4 4 2 0 4 5 2 0 4 6 2 0 4 7 2 0 4 8 2 0 4 9 2 0 5 0 2 0 5 1 2 0 5 2 2 0 5 3 2 0 5 4 2 0 5 5 Sr. Notes Tax-Exempt Bonds


 
Modeling Slides 19


 
BASE EARNINGS • Earnings that are consistent, visible, and easy to calculate that will grow over time through returns on organic growth, PTC inflation adjustment, and share repurchases • Easily modeled using simple PxQ, for example: – PTC price (assuming 2% inflation adjustment) x quantity – 10-year historical and forward average weighted commercial margin x quantity • Typically, 75-80% of expected future earnings Base Earnings Give Visibility into Constellation’s Stability and Growth ENHANCED EARNINGS • Earnings that reflect additional value above base earnings • Examples include: - Stronger than 10-year historical and forward average power margins - Power price sales above the PTC floor - Capturing outsized value from volatility 20 Adjusted Operating Earnings* Guidance Range $9.05 - $9.45 Note: Full-year 2025 earnings guidance is based on expected average diluted common shares outstanding of 314 million


 
2025 2026 2030 (1) 20292028202720262025Factors $49.88$48.88$45.75$44.75$44.75PTC Step-Up (2% Inflation Adjustment) (2) n/an/a $34.50 Roll-off in May $34.09$33.47CMC Program 1612151512Number of Planned Refueling Outages (3) Above typical range Typical range Above typical range Above typical range Typical rangeCEG Outage Duration (4) 188187180180182 Expected Nuclear Generation (million MWh) (3,5) 21 Standalone Constellation Visible 13%+ Adjusted Operating Earnings* Growth on Base Earnings Through 2030 Long-term Growth Rate of at Least 13% from 2024-2030 but Will Vary from Year to Year • Inflation adjustment greater than 2% assumption • Attribute payments for reliable, emissions-free power sales • Commercial margins above the assumed 10-year average Items Not Included in Growth Rate Base Earnings 182 180 180 187 188 Expected Nuclear Generation (million MWhs) (3,5) (1) Illustrative (2) Annual inflation adjustment is consistent with past published guidance for renewable energy credits, published annually. 2025 reflects published inflation adjustment of 2.4%. (3) Includes Salem and STP at ownership share. Includes impact from Crane beginning 2028 (4) Planned outage durations vary due to unit-specific attributes and outage work scope (5) Reflected at ownership share


 
Standalone Constellation Modeling Tools for Base Earnings 22 Note: 2025 earnings guidance based on expected average shares outstanding of 314 million. 2026 assumes average shares outstanding are held flat. (1) To the extent we receive nuclear PTCs, the value will be reflected in revenues on the GAAP financial statements (2) Reflected at ownership share; includes Salem and STP (3) Reflects calendar year price based on weighted average CMC price for 2024/2025, 2025/2026, and 2026/2027 planning years (4) Values reflect the total of energy, capacity, and ZEC consistent with the rate-setting mechanism (5) Adjusted O&M* excludes impact from performance O&M associated with higher enhanced earnings. Total adjusted O&M* is $5,675 million and $5,450 million for 2025 and 2026, respectively. (6) TOTI excludes gross receipts tax (7) Interest expense is not reflective of capital allocation. Includes interest income from cash on hand. (8) Reflects estimated effective tax rate inclusive of forecasted PTC revenues as of 12/31/2024 20262025 Prices ($/MWh) Quantity (million MWhs) Prices ($/MWh) Quantity (million MWhs) Gross Margin* (Base Only) (1) Nuclear (2) $34.0953$33.4755Illinois CMC Units (3) $61 - $6325$61 - $6226NY Units (4) $44.75102$44.75101Remaining Units (PTC) ($5.75 - $5.80)($5.30 - $5.35)Nuclear Fuel Amortization Non-Nuclear ~$60 - $70 Avg. 5~$60 - $70 Avg. 5Wind/Solar ~$30M~$30MWind PTC ~$452~$452Hydro ~$20 spark spread18~$20 spark spread20Natural Gas, Oil, Other See Appendix page 24See Appendix page 24Capacity Revenues Average MarginProjected VolumesAverage MarginProjected VolumesCommercial $3.70 - $3.80 / MWh200 million MWhs$3.70 - $3.80 / MWh205 million MWhsPower Margins $0.25 - $0.30 / dth865 million dth$0.25 - $0.30 / dth845 million dthGas Margins ~$675M~$600MOther Commercial Margin 20262025Other Modeling Inputs $25$25Other Revenues ($5,400)($5,475)Adjusted O&M* (Excl. Performance Incentive Adj.) (5) ($475)($450)TOTI (6) $25$25Other, Net ($925)($925)Depreciation and Amortization ($325)Interest Expense, Net (7) 25%24%Effective Tax Rate (8) $6.70 - $6.80 2025 $5.95 - $6.05 2026


 
Standalone Constellation Detailed Modeling Inputs for Base Earnings 23 (1) Reflected at ownership; includes Salem and STP (2) Reflects calendar year price based on weighted average CMC prices across planning years (3) Values reflect the total of energy, capacity, and ZEC consistent with the rate-setting mechanism (4) Annual inflation adjustment is consistent with past published guidance for renewable energy credits, published annually. 2025 reflects published inflation adjustment of 2.4%. (5) 10-Year average represents five years of historical realized margins and five years of forward-looking forecast Expected Generation (million MWhs) (1) Nuclear 2025 2026 2027 2028 2029 IL CMC Units 55 53 23 - - NY Units 26 25 26 25 26 Remaining Units 101 102 132 158 157 Crane - - - 3 6 Total Nuclear 182 180 180 187 188 Number of Planned Refueling Outages (1) 12 15 15 12 16 Price ($/MWh) 2025 2026 2027 2028 2029 IL CMC Units (2) $33.47 $34.09 $34.50 NY Units (3) $61 - $62 $61 - $63 Remaining Units (PTC - 2% Inflation) (4) $44.75 $44.75 $45.75 $48.88 $49.88 Nuclear Fuel ($5.30 - $5.35) ($5.75 - $5.80) PTC Inflation Scenarios ($/MWh) 2025 2026 2027 2028 2029 2% Inflation (4) $44.75 $44.75 $45.75 $48.88 $49.88 3% Inflation $44.75 $45.75 $48.88 $49.88 $50.88 4% Inflation $44.75 $45.75 $49.88 $50.88 $51.88 Volume Margins (10-Year Average) (5) Commercial (Retail/Wholesale) 2025 2026 2025 Power 205 million MWhs 200 million MWhs $3.70 - $3.80/MWh Gas 845 million dth 865 million dth $0.25 - $0.30/dth


 
Standalone Constellation Detailed Modeling Inputs for Base Earnings (continued) 24 (1) Hydro revenue price and representative spark spread reflect consistent historical average we have achieved across hydro and fossil assets, respectively (2) Volumes are rounded and reflect Constellation’s ownership share of partially owned units (3) ISO-NE: ISO New England; NEMA: Northeastern Massachusetts and Boston; SEMA: Southeastern Massachusetts (4) Represents offered capacity at ownership Expected Generation (million MWhs) Non-Nuclear (Energy) 2025 2026 Wind/Solar 5 5 Historical renewable contracts $60 - $70 Hydro 2 2 Hydro revenue price ($/MWh) $45 Natural Gas, Oil, Other 20 18 Representative spark spread ($/MWh) $20 2024/2025 2025/2026 Non-Nuclear (Capacity) Cleared Volumes (MW) (2) Cleared Prices ($/MW-day) Cleared Volumes (MW) (2) Cleared Price ($/MW-day) EMAAC 1,950 $55 1,525 $270 MAAC 200 $49 100 $270 BGE 425 $73 325 $466 Total PJM Portfolio 2,575 1,950 2024/2025 2025/2026 Capacity (4) Price ($/MW-day) Capacity (4) Price ($/MW-day) NEMA 115 $131 125 $87 SEMA 235 $632 235 $87 Total ISO-NE (3) 350 360 Modeling Prices ($/MWh) (1) Note: Base earnings assumes clearing price of $150/MW-d. Capacity revenues for nuclear units are included in the gross receipts calculation for the PTC and therefore not provided


 
Standalone Constellation Additional Modeling Inputs and Information 25 Note: Full-year 2025 earnings guidance is based on expected average diluted common shares outstanding of 314 million. 2026 assumes average shares outstanding are held flat. (1) Reflects additional O&M for compensation expense related to overperformance (2) Excludes impact from performance O&M associated with higher enhanced earnings. Total adjusted O&M* is $5,675 million and $5,450 million for 2025 and 2026, respectively. (3) TOTI excludes gross receipts tax (4) Interest expense, net is not reflective of capital allocation. Includes interest income from cash on hand. (5) Reflects estimated effective tax rate inclusive of forecasted PTC revenues as of 12/31/2024. To the extent we receive nuclear PTCs, the value will be reflected in revenues on the GAAP financial statements. (6) Reflects effective tax rate excluding impact of forecasted PTC revenues as of 12/31/2024 (7) Data as of 9/30/25 20262025Other Modeling Inputs ($M) $1,175 - $1,550$1,375 - $1,575Adjusted Gross Margin* (Enhanced Only) ($50)($200) Performance Incentive Adjustment (Applied Against Enhanced Earnings) (1) ($5,400)($5,475) Adjusted O&M* (Excl. Performance Incentive Adj.) (2) $25$25Other Revenues ($475)($450)Taxes Other Than Income (TOTI) (3) $25$25Other, Net ($925)($925)Depreciation and Amortization -($325)Interest Expense, Net (4) 25%24%Effective Tax Rate Including PTC (5) 25%25%Effective Tax Rate Excluding PTC (6) 20262025Additional Information -$0.60Power Margins Above 10-year Average 0%44%Percentage of Nuclear Fleet in PTC Zone (7) Reference Prices (7) $40.91$36.28 NIHub ATC ($/MWh) $53.72$47.63 PJM-W ATC ($/MWh) $51.76 $50.21 New York Zone A ATC ($/MWh) $25.90 $9.69 ERCOT-N ATC Spark Spread ($/MWh) $33.81$10.52ERCOT-N Peak Spark Spread ($/MWh)


 
Appendix Reconciliation of Non-GAAP Measures 26


 
Three Months Ended September 30, 20252024 Earnings Per Share Earnings Per Share Adjusted Operating Earnings* reconciliation ($M except per share data) $2.97$930$3.82$1,200 GAAP Net Income (Loss) Attributable to Common Shareholders $0.30$94($0.67)($210)Unrealized (Gain) Loss on Fair Value (1) ($0.02)($5)$0.10$30Plant Retirements & Divestitures ($0.37)($117)($0.62)($195)Decommissioning-Related Activities (2) $0.03$9($0.01)($2)Pension & OPEB Non-Service (Credits) Costs $0.09$28--Acquisition-Related Costs (3) -$1$0.02$5Change in Environmental Liabilities ---$1ERP System Implementation Costs $0.04$13$0.11$33Income Tax Related Adjustments -($1)($0.01)($2)Noncontrolling Interests (4) $3.04$952$2.74$860Adjusted Non-GAAP Operating Earnings* GAAP to Non-GAAP Reconciliation – Adjusted Operating Earnings* 27 Note: Items may not sum due to rounding. Earnings are reflected on an after-tax basis. Earnings per share amount is based on average diluted common shares outstanding of 313 million and 314 million for the three months ended September 30, 2025 and 2024, respectively. (1) Includes mark-to-market on economic hedges, interest rate swaps, and fair value adjustments related to gas imbalances and equity investments (2) Reflects all gains and losses associated with NDTs, ARO accretion, ARC depreciation, ARO remeasurement, and impacts of contractual offset for Regulatory Agreement Units (3) In 2025, reflects acquisition-related costs associated with the proposed Calpine merger (4) Represents elimination of the noncontrolling interest related to certain adjustments


 
GAAP to Non-GAAP Reconciliation – Adjusted O&M* 28 Note: Items may not sum due to rounding. All amounts rounded to the nearest $25M. (1) Reflects all gains and losses associated with ARO accretion, ARO remeasurement, and any earnings neutral impacts of contractual offset for Regulatory Agreement Units (2) Reflects the direct cost of sales of certain businesses, which are included in gross margin (3) In 2025, reflects acquisition-related costs associated with the proposed Calpine merger 20262025Adjusted O&M* Reconciliation ($M) $5,800$6,150GAAP O&M ($225)($250)Decommissioning-Related Activities (1) ($125)($150) Direct cost of sales incurred to generate revenues for certain Commercial and Power businesses (2) -($75)Acquisition-Related Costs (3) $5,450$5,675Adjusted O&M*


 
29 Contact Information InvestorRelations@constellation.com Links Events and Presentations Reports & SEC Filings Constellation Sustainability Report Nuclear 101