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Constellation Energy Corp

For the period ended Dec 31, 2024. Filed Feb 18, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 18, 2025

CEG$249.95+4.3%Stored close · as of Nov 6, 2026

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

For the Fiscal Year Ended December 31, 2024

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
CommissionFile NumberName of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone NumberIRS Employer Identification Number
001-41137CONSTELLATION ENERGY CORPORATION87-1210716
333-85496CONSTELLATION ENERGY GENERATION, LLC23-3064219
(a Pennsylvania limited liability company)200 Energy WayKennett Square, Pennsylvania 19348-2473(833) 883-0162

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
CONSTELLATION ENERGY CORPORATION:
Common Stock, without par valueCEGThe Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Constellation Energy CorporationYesxNo☐
Constellation Energy Generation, LLCYes☐Nox

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Constellation Energy CorporationYes☐Nox
Constellation Energy Generation, LLCYes☐Nox

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Constellation Energy CorporationYesxNo☐
Constellation Energy Generation, LLCYesxNo☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Constellation Energy CorporationLarge Accelerated FilerxAccelerated Filer☐Non-accelerated Filer☐Smaller Reporting Company☐Emerging Growth Company☐
Constellation Energy Generation, LLCLarge Accelerated Filer☐Accelerated Filer☐Non-accelerated FilerxSmaller Reporting Company☐Emerging Growth Company☐

If an emerging growth company, indicate by check mark if the registrant has 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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ Nox

The estimated aggregate market value of the voting and non-voting common equity held by nonaffiliates of each registrant as of June 30,2024 was as follows:

Constellation Energy Corporation$62,564,709,888
Constellation Energy Generation, LLCNot applicable

The number of shares outstanding of each registrant’s common stock as of January 31, 2025 was as follows:

Constellation Energy Corporation Common Stock, without par value312,847,257
Constellation Energy Generation, LLCNot applicable

Documents Incorporated by Reference

Portions of the Registrants’ Definitive Proxy Statement relating to the 2025 Annual Meeting of Shareholders are incorporated by reference into Part III of this report. The Registrants expect to file the Definitive Proxy Statement with the Securities and Exchange Commission within 120 days after December 31, 2024.

TABLE OF CONTENTS

Page No.
GLOSSARY OF TERMS AND ABBREVIATIONS1
FILING FORMAT5
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION5
AVAILABLE INFORMATION5
PART I
ITEM 1.BUSINESS6
General6
Constellation's Strategy and Outlook17
Environmental Matters and Regulation19
Employees25
ITEM 1A.RISK FACTORS26
ITEM 1B.UNRESOLVED STAFF COMMENTS42
ITEM 1C.CYBERSECURITY42
ITEM 2.PROPERTIES44
ITEM 3.LEGAL PROCEEDINGS47
ITEM 4.MINE SAFETY DISCLOSURES47
PART II
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES48
ITEM 6.RESERVED49
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS49
Executive Overview49
Significant Transactions and Developments50
Other Key Business Drivers51
Critical Accounting Policies and Estimates51
Financial Results of Operations59
Liquidity and Capital Resources68
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK76
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA80
Management's Report on Internal Control Over Financial Reporting80
Report of Independent Registered Public Accounting Firm81
Constellation Energy Corporation85
Constellation Energy Generation, LLC90
Combined Notes to Consolidated Financial Statements95
1. Basis of Presentation95
2. Mergers, Acquisitions, and Dispositions102
3. Regulatory Matters104
4. Revenue from Contracts with Customers105
5. Segment Information108
6. Government Assistance111
7. Accounts Receivable111
8. Property, Plant, and Equipment113
9. Jointly-Owned Electric Plants114
10. Asset Retirement Obligations114
11. Leases119
12. Intangible Assets121
13. Income Taxes122
14. Retirement Benefits125
15. Derivative Financial Instruments133
16. Debt and Credit Agreements138
17. Fair Value of Financial Assets and Liabilities142
18. Commitments and Contingencies150
19. Shareholders' Equity155
20. Stock-Based Compensation Plans157
21. Variable Interest Entities159
22. Supplemental Financial Information161
23. Related Party Transactions164
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE165
ITEM 9A.CONTROLS AND PROCEDURES165
ITEM 9B.OTHER INFORMATION166
ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS166
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE167
ITEM 11.EXECUTIVE COMPENSATION168
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS169
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE169
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES169
PART IV
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES170
SIGNATURES177
Constellation Energy Corporation177
Constellation Energy Generation, LLC178
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.