Constellation Energy Corp
For the period ended Mar 31, 2024. Filed May 9, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 9, 2024
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14. Shareholders' Equity
- Shareholders' Equity
Share Repurchase Program (CEG Parent)
During 2023, our Board of Directors authorized the repurchase of up to $2 billion of the Company's outstanding common stock. On April 30, 2024, our Board of Directors approved a $1 billion increase to the program, authorizing up to $3 billion in total repurchases. As of the date of filing, there was approximately $1.5 billion of remaining authority to repurchase shares of the Company's outstanding common stock. No other repurchase plans or programs have been authorized. See Note 20 - Shareholders' Equity of our 2023 Form 10-K for additional information on our share repurchase program.
Note 14 — Shareholders' Equity
During the three months ended March 31, 2024 and 2023, we repurchased from the open market 1.2 million and 3.2 million shares, respectively, of our common stock for a total cost, inclusive of taxes and transaction costs, of $150 million and $251 million, respectively.
In March 2024, we entered into an ASR agreement with a financial institution to initiate share repurchases of our common stock for $354 million, inclusive of taxes and other transaction costs. Under the ASR agreement, we received an initial share delivery of approximately 1.7 million shares of our common stock, which resulted in an immediate reduction in the number of our shares outstanding. The remaining shares will be delivered upon completion of the transaction in May 2024 and will be based on the average of the daily-volume weighted average prices of our common stock during the term, less a discount.
Changes in Accumulated Other Comprehensive Loss (All Registrants)
The following tables present changes in AOCI, net of tax, by component:
| Three Months Ended March 31, 2024 | Gains (losses) on Cash Flow Hedges | Pension and Non-Pension Postretirement Benefit Plan Items(a) | Foreign Currency Items | Total |
|---|---|---|---|---|
| Beginning balance | $(10) | $(2,157) | $(24) | $(2,191) |
| OCI before reclassifications | — | (3) | (3) | (6) |
| Amounts reclassified from AOCI | — | 17 | — | 17 |
| Net current-period OCI | — | 14 | (3) | 11 |
| Ending balance | $(10) | $(2,143) | $(27) | $(2,180) |
| Three Months Ended March 31, 2023 | Gains (losses) on Cash Flow Hedges | Pension and Non-Pension Postretirement Benefit Plan Items(a) | Foreign Currency Items | Total |
|---|---|---|---|---|
| Beginning balance | $(9) | $(1,725) | $(26) | $(1,760) |
| OCI before reclassifications | — | (53) | — | (53) |
| Amounts reclassified from AOCI | — | 5 | — | 5 |
| Net current-period OCI | — | (48) | — | (48) |
| Ending balance | $(9) | $(1,773) | $(26) | $(1,808) |
(a)AOCI amounts are included in the computation of net periodic pension and OPEB cost. See Note 9 — Retirement Benefits for additional information. See our 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):
| Three Months Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Pension and non-pension postretirement benefit plans: | ||
| Actuarial loss reclassified to periodic benefit cost | $(6) | $(2) |
| Pension and non-pension postretirement benefit plans valuation adjustment | 2 | 18 |
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