Constellation Energy Corp
For the period ended Dec 31, 2023. Filed Feb 27, 2024.
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FY2023 · Filed Feb 27, 2024
CEG$267.76-3.0%Stored close · as of Nov 10, 2026
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
|---|
(a)The following documents are filed as a part of this report:
(1) Constellation Energy Corporation and Subsidiary Companies
| (i) | Financial Statements (Item 8): |
|---|---|
| Report of Independent Registered Public Accounting Firm dated February 27, 2024 of PricewaterhouseCoopers LLP (PCAOB ID 238) | |
| Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021 | |
| Combined Notes to Consolidated Financial Statements | |
| (ii) | Financial Statement Schedule: |
| Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto |
Schedule II – Valuation and Qualifying Accounts
| Additions and adjustments | |||||
|---|---|---|---|---|---|
| Description | Balance atBeginningof Period | Charged toCosts andExpenses | Chargedto OtherAccounts | Deductions | Balance atEndof Period |
| (In millions) | |||||
| Allowance for credit losses | $51 | $25 | $— | $(15)(a) | $61 |
| Deferred tax valuation allowance | 11 | — | (1) | — | 10 |
| Reserve for obsolete materials | 238 | 8 | 9 | (9) | 246 |
| Allowance for credit losses | $59 | $10 | $— | $(18)(a) | $51 |
| Deferred tax valuation allowance | 22 | — | (11) | — | 11 |
| Reserve for obsolete materials | 250 | 11 | (6) | (17) | 238 |
| Allowance for credit losses | $32 | $34 | $— | $(7)(a) | $59 |
| Deferred tax valuation allowance | 23 | — | (1) | — | 22 |
| Reserve for obsolete materials | 265 | (6)(b) | (2) | (7) | 250 |
(a)Write-offs, net of recoveries of individual accounts receivable.
(b)Primarily reflects expense resulting from materials and supplies inventory reserve adjustments as a result of the decision to early retire Byron, Dresden, and Mystic 8 and 9. See Note 7—Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information.
(2) Constellation Energy Generation, LLC and Subsidiary Companies
| (i) | Financial Statements (Item 8): |
|---|---|
| Report of Independent Registered Public Accounting Firm dated February 27, 2024 of PricewaterhouseCoopers LLP (PCAOB ID 238) | |
| Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021 | |
| Combined Notes to Consolidated Financial Statements | |
| (ii) | Financial Statement Schedule: |
| Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2023, 2022, and 2021 (a) | |
| Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto |
(a)The Constellation Energy Generation, LLC Schedule II - Valuation and Qualifying Accounts for Years ended December 31, 2023, 2022, and 2021 is the same as the Constellation Energy Corporation Schedule II.
Exhibits required by Item 601 of Regulation S-K:
Certain of the following exhibits are incorporated herein by reference under Rule 12b-32 of the Exchange Act. Certain other instruments which would otherwise be required to be listed below have not been so listed because such instruments do not authorize securities in an amount which exceeds 10% of the total assets of the applicable registrant and its subsidiaries on a consolidated basis and the relevant registrant agrees to furnish a copy of any such instrument to the SEC upon request.
| Exhibit No. | Description |
| 2-1 | Separation Agreement, dated January 31, 2022, between Exelon and Constellation (File No. 001-41137, Form 8-K dated February 2, 2022, Exhibit 2.1) |
| 3-1 | Amended and Restated Articles of Incorporation of Constellation Energy Corporation, effective January 31, 2022 (File No. 001-41137, Form 8-K dated February 2, 2022, Exhibit 3.1) |
| 3-2 | Second Amended and Restated Bylaws of Constellation Energy Corporation, effective July 26, 2022 (File No. 001-41137, Form 8-K dated July 29, 2022, Exhibit 3.1) |
| 3-3 | Amended and Restated Certificate of Organization, as amended, of Constellation (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 3.3) |
| 3-4 | Amended and Restated Operating Agreement of Constellation (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 3.4) |
| 4-1 | Form of 5.60% Senior Note due 2042 issued by Constellation (File No. 333-85496, Form 8-K dated June 18, 2012, Exhibit 4.2) |
| 4-2 | Form of 6.000% Senior Notes due 2033 issued by Constellation (File No. 333-85496, Form 8-K dated September 30, 2013, Exhibit No. 4.1) |
| 4-3 | Indenture dated as of September 28, 2007 from Constellation to U.S. Bank National Association, as trustee (File No. 333-85496, Form 8-K dated September 28, 2007, Exhibit 4.1) |
| 4-4 | Form of 6.25% Constellation Senior Note due 2039 (File No. 333-85496, Form 8-K dated September 23, 2009, Exhibit 4.2) |
| 4-5 | Form of 5.75% Constellation Senior Note due 2041 (File No. 333-85496, Form 8-K dated September 30, 2010, Exhibit 4.2) |
| 4-6 | Indenture, dated as of September 30, 2013, among Continental Wind, LLC, the guarantors party thereto and Wilmington Trust, National Association, as trustee (File No. 333-85496, Form 8-K dated September 30, 2013, Exhibit 4.1) |
| 4-7 | Form of Constellation 3.250% Senior Notes due 2025 (File No. 333-85496, Form 8-K dated May 15, 2020, Exhibit 4.1) |
| 4-8 | Indenture, dated as of February 9, 2022, between Constellation and Deutsche Bank Trust Company Americas, as trustee (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 4.11) |
| 4-9 | First Supplemental Indenture, dated as of February 9, 2022, between Constellation and Deutsche Bank Trust Company Americas, as trustee (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 4.12) |
| 4-10 | Form of Constellation 3.046% Senior Notes due 2027 (incorporated by reference to Exhibit 4.12 filed herewith) |
| 4-11 | Facility Agreement, dated as of February 9, 2022, among Constellation, Fells Point Funding Trust and Deutsche Bank Trust Company Americas, as trustee (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 4.14) |
| 4-12 | Letter of Credit Facility Agreement, dated February 9, 2022, among Constellation, Deutsche Bank Trust Company Americas, as administrative and collateral agent, and the various financial institutions from time to time parties thereto (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 4.15) |
| 4-13 | Amended and Restated Declaration of Trust of Fells Point Funding Trust, dated as of February 9, 2022 (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 4.16) |
| 4-14 | Pledge and Control Agreement, dated as of February 9, 2022, among Fells Point Funding Trust, Constellation, Deutsche Bank Company Americas, as collateral agent and securities intermediary (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 4.17) |
| 4-15 | Form of Constellation Energy Generation, LLC 5.600% Senior Notes due 2028 (File No. 333-85496, Form 8-K dated February 24, 2023, Exhibit 4.1) |
| 4-16 | Form of Constellation Energy Generation, LLC 5.800% Senior Notes due 2033 (File No. 333-85496, Form 8-K dated February 24, 2023, Exhibit 4.2) |
| 4-17 | Form of Constellation Energy Generation, LLC 6.125% Senior Notes due January 15, 2034 (File No. 333-85496, Form 8-K dated September 29, 2023, Exhibit 4.1) |
| 4-18 | Form of Constellation Energy Generation, LLC 6.500% Senior Notes due October 1, 2053, File No. 333-85496, Form 8-K dated September 29, 2023, Exhibit 4.2 |
| 10-1 | Transition Services Agreement, dated January 31, 2022, between Exelon and Constellation (File No. 001-41137, Form 8-K dated February 2, 2022, Exhibit 10.1) |
| 10-2 | Tax Matters Agreement, dated January 31, 2022, between Exelon and Constellation (File No. 001-41137, Form 8-K dated February 2, 2022, Exhibit 10.2) |
| 10-3* | Employee Matters Agreement, dated January 31, 2022, between Exelon and Constellation (File No. 001-41137, Form 8-K dated February 2, 2022, Exhibit 10.3) |
| 10-4 | Credit Agreement, dated as of November 28, 2017, as thereafter amended and conformed among Constellation Renewables, LLC, Constellation Renewables Holding, LLC, Morgan Stanley Senior Funding, Inc. as administrative agent, Wilmington Trust, National Association, as depository bank and collateral agent, and the lenders and other agents party thereto. (Certain portions of this exhibit have been omitted by redacting a portion of text, as indicated by asterisks in the text. This exhibit has been filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment.) (File No. 001-16169, Form 10-K dated February 9, 2018, Exhibit 10.94) |
| 10-5 | Receivables Purchase Agreement, dated as of April 8, 2020, among Constellation NewEnergy, Inc. as servicer, and NewEnergy Receivables LLC, as seller, MUFG Bank, LTD., as Agent, the Conduits party thereto, the Financial Institutions party thereto and the Purchaser Agents party thereto (File No. 001-16169, Form 8-K dated April 9, 2020, Exhibit 10.1) |
| 10-6 | Credit Agreement, among Constellation Renewables, LLC, the lenders party thereto, Jefferies Finance LLC, as administrative agent, and Wilmington Trust, National Association, as depositary bank and collateral agent, dated December 15, 2020 (File No. 333-85496, Form 8-K dated December 15, 2020, Exhibit 1.1) |
| 10-7 | Amendment No. 2 to Receivables Purchase Agreement, dated as of March 29, 2021, among Constellation NewEnergy, Inc., as servicer, and NewEnergy Receivables LLC, as seller, MUFG Bank, LTD., as agent, the Conduits party thereto, the Financial Institutions party thereto and the Purchaser Agents party thereto (File No. 001-16169, Form 8-K, dated March 31, 2021, Exhibit 10.1) |
| 10-8 | Settlement Agreement, dated August 6, 2021, between Constellation and EDF Inc. (File No. 333-85496, Form 10-Q dated November 3, 2021, Exhibit 10.1) |
| 10-9 | 364-Day Term Loan Credit Agreement, dated August 6, 2021, between Generation and Barclays Bank PLC (File No. 333-85496, Form 10-Q dated November 3, 2021, Exhibit 10.2) |
| 10-10 | $3,500,000,000 Credit Agreement dated as of February 1, 2022, among Constellation, JPMorgan Chase Bank, N.A., as Administrative Agent, and various financial institutions, as lenders (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.10) |
| 10-11 | Constellation Energy Corporation Non-Employee Deferred Stock Unit Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.11) |
| 10-12 | Constellation Energy Corporation Unfunded Deferred Compensation Plan for Directors (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.12) |
| 10-13 | Constellation Energy Group Deferred Compensation Plan for Non-Employee Directors (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.13) |
| 10-14* | Constellation Energy Corporation Senior Management Severance Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.14) |
| 10-15* | Constellation Energy Corporation Deferred Compensation Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.15) |
| 10-16* | Constellation Energy Corporation Supplemental Management Retirement Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.16) |
| 10-17 | Constellation Energy Corporation PECO Supplemental Pension Benefit Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.17) |
| 10-18* | Constellation Energy Group Nonqualified Deferred Compensation Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.18) |
| 10-19 | Constellation Energy Group Benefits Restoration Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.19) |
| 10-20 | Constellation Energy Corporation Supplemental Pension Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.20) |
| 10-21* | Constellation Energy Corporation Long-Term Incentive Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.21) |
| 10-22 | Constellation Energy Corporation Employee Stock Purchase Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.22) |
| 10-23* | Form of Restricted Stock Unit Retention Award under the Constellation Energy Corporation Long-Term Incentive Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.23) |
| 10-24* | Form of Restricted Stock Unit Award under the Constellation Energy Corporation Long-Term Incentive Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.24) |
| 10-25* | Form of Performance Share Award under the Constellation Energy Corporation Long-Term Incentive Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.25) |
| 10-26* | Form of Separation Agreement under the Constellation Energy Corporation Senior Management Severance Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.26) |
| 10-27 | Amendment No. 3 to Receivables Purchase Agreement, dated as of August 16, 2022, among Constellation NewEnergy, Inc., as servicer, and NewEnergy Receivables LLC, as seller, MUFG Bank, LTD., as agent, the Conduits party thereto, the Financial Institutions party thereto and the Purchaser Agents party thereto (File No. 001-41137, Form 8-K, dated August 18, 2022, Exhibit 10.1). |
| 97-1** | Compensation Clawback Policy for Executive Officers |
| 19-1** | Insider Trading Policy |
| Subsidiaries | |
| 21-1 | Constellation Energy Corporation |
| 21-2 | Constellation Energy Generation, LLC |
| Consent of Independent Registered Public Accountants | |
| 23-1 | Constellation Energy Corporation |
| 23-2 | Constellation Energy Generation, LLC |
| Power of Attorney (Constellation Energy Corporation) | |
| 24-1 | Laurie Brlas |
| 24-2 | Yves C. de Balmann |
| 24-3 | Nneka Rimmer |
| 24-4 | Bradley Halverson |
| 24-5 | Charles Harrington |
| 24-6 | Julie Holzrichter |
| 24-7 | Ashish Khandpur |
| 24-8 | Robert Lawless |
| 24-9 | John Richardson |
| 24-10 | Dhiaa Jamil |
| Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as to the Annual Report on Form 10-K for the year ended December 31, 2023 filed by the following officers for the following registrants: | |
|---|---|
| Exhibit No. | Description |
| 31-1 | Filed by Joseph Dominguez for Constellation Energy Corporation |
| 31-2 | Filed by Daniel L. Eggers for Constellation Energy Corporation |
| 31-3 | Filed by Joseph Dominguez for Constellation Energy Generation, LLC |
| 31-4 | Filed by Daniel L. Eggers for Constellation Energy Generation, LLC |
| Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code as to the Annual Report on Form 10-K for the year ended December 31, 2023 filed by the following officers for the following registrants: | |
| Exhibit No. | Description |
| 32-1 | Filed by Joseph Dominguez for Constellation Energy Corporation |
| 32-2 | Filed by Daniel L. Eggers for Constellation Energy Corporation |
| 32-3 | Filed by Joseph Dominguez for Constellation Energy Generation, LLC |
| 32-4 | Filed by Daniel L. Eggers for Constellation Energy Generation, LLC |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Management contract or compensatory plan or arrangement.
** Filed herewith.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.