Constellation Energy Corp
For the period ended Dec 31, 2023. Filed Feb 27, 2024.
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FY2023 · Filed Feb 27, 2024
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20. Shareholders' Equity
- Shareholders' Equity
Share Repurchase Program (CEG Parent)
On February 16, 2023, as part of our capital allocation plan, our Board of Directors announced a share repurchase program with a $1 billion authority without expiration. Share repurchases may be made through a variety of methods, which may include open market transactions, privately negotiated transactions, or purchases pursuant to a Rule 10b5-1 trading plan, provided that the amounts spent do not exceed what is authorized. Any repurchased shares are constructively retired and cancelled. The program does not obligate us to acquire a minimum number of shares during any period and our repurchase of CEG's common stock may be limited, suspended, or discontinued at any time at our discretion and without prior notice. Repurchases under this program commenced in March 2023.
Note 20 — Shareholders' Equity
During 2023, we repurchased from the open market approximately 10.6 million shares of our common stock for a total cost, inclusive of taxes and transaction costs, of $1 billion.
On December 12, 2023, our Board of Directors approved an increase to our previously announced $1 billion share repurchase program, authorizing the repurchase of up to an additional $1 billion of the Company’s outstanding common stock. As of December 31, 2023, there was $1 billion of remaining authority to repurchase shares. No other repurchase plans or programs have been authorized by our Board of Directors. Beginning in January 2024 through the date of this filing, we repurchased from the open market approximately 1.2 million shares of our common stock for a total cost, inclusive of taxes and transaction costs, of $150 million.
Changes in Accumulated Other Comprehensive Loss (All Registrants)
The following tables present changes in AOCI, net of tax, by component:
| Gains (losses) on Cash Flow Hedges | Pension and Non-Pension Postretirement Benefit Plan Items(a) | Foreign Currency Items | Total | |
|---|---|---|---|---|
| Balance at December 31, 2020 | $(7) | $— | $(23) | $(30) |
| OCI before reclassifications | (1) | — | — | (1) |
| Net current-period OCI | (1) | — | — | (1) |
| Balance at December 31, 2021 | $(8) | $— | $(23) | $(31) |
| Separation-related adjustments | — | (2006) | — | (2,006) |
| OCI before reclassifications | (1) | 186 | (3) | 182 |
| Amounts reclassified from AOCI | — | 95 | — | 95 |
| Net current-period OCI | (1) | (1,725) | (3) | (1,729) |
| Balance at December 31, 2022 | $(9) | $(1,725) | $(26) | $(1,760) |
| OCI before reclassifications | (2) | (453) | 2 | (453) |
| Amounts reclassified from AOCI | 1 | 21 | — | 22 |
| Net current-period OCI | (1) | (432) | 2 | (431) |
| Balance at December 31, 2023 | $(10) | $(2,157) | $(24) | $(2,191) |
(a)AOCI amounts are included in the computation of net periodic pension and OPEB cost. See Note 15 — Retirement Benefits for additional information. See our Consolidated Statements of Operations and Comprehensive Income for individual components of AOCI.
The following table presents income tax (expense) benefit allocated to each component of our other comprehensive income (loss):
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| Pension and non-pension postretirement benefit plans: | |||
| Actuarial loss reclassified to periodic benefit cost | $(10) | $(33) | $— |
| Pension and non-pension postretirement benefit plans valuation adjustment(a) | 151 | 619 | — |
(a)Includes $680 million of income tax benefit related to the separation adjustment for the year ended December 31, 2022.
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