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Earnings release · 8-K exhibit

Constellation Energy · Earnings release

CEG · Utilities

Filed 2025-05-06 · CY2025 Q2 · Company’s FY2025 Q1 · 3,662 words

Read the original on sec.gov ↗

EX-99.12ceg-20250506991.htmEX-99.1 Document

Exhibit 99.1

News Release

Contact:

Linsey Wisniewski

Corporate Communications

667-218-7700

Emily Duncan

Investor Relations

833-447-2783

CONSTELLATION REPORTS FIRST QUARTER 2025 RESULTS

Earnings Release Highlights

•GAAP Net Income of $0.38 per share and Adjusted (non-GAAP) Operating Earnings of $2.14 per share for the first quarter of 2025

•G1Reaffirming full-year 2025 Adjusted (non-GAAP) Operating Earnings guidance range of $8.90 - $9.60 per share

•Calpine acquisition on-track to be completed by the end of the year

•Crane Clean Energy Center selected for fast-track interconnection in PJM

Baltimore (May 6, 2025) — Constellation Energy Corporation (Nasdaq: CEG) today reported its financial results for the first quarter of 2025.

“Constellation delivered another strong quarter, driven by the unmatched capabilities of our people and the strength of our fleet. We provide American families and businesses with the essential power that makes life possible. This commitment is at the heart of our company and defines our special bond with America,” said Joe Dominguez, president and CEO, Constellation. “Our team is working hard to meet the power needs of customers nationwide, including powering the new AI products that Americans increasingly are using in their daily lives and that businesses and government are using to provide better products and services. We are delighted to partner with America’s leading technology companies as we have done with the relaunch of the Crane Clean Energy Center, and have made tremendous progress on new power agreements that we expect to announce soon.

As Presidents Trump and Biden repeatedly have emphasized, it is vital for our national security and for our economy that America lead the AI race, and I am so proud that Constellation is playing such an important role.”

“With continued customer demand for clean, reliable power, and backed by our strong investment grade balance sheet, Constellation is uniquely positioned to provide durable value in this evolving landscape,” said Dan Eggers, chief financial officer, Constellation. “We delivered Adjusted (non-GAAP) Operating Earnings of $2.14 per share, up from $1.82 per share in the same quarter last year on continued strong performance across our business. Our generation fleet performed well to start the year with our nuclear plants achieving a 94.1% capacity factor and our natural gas operations attaining a dispatch match rate of 99.2%. Our consistent operational and financial performance continues to drive value for our owners.”

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First Quarter 2025

Our GAAP Net Income for the first quarter of 2025 decreased to $0.38 per share from $2.78 per share in the first quarter of 2024. Adjusted (non-GAAP) Operating Earnings for the first quarter of 2025 increased to $2.14 per share from $1.82 per share in the first 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 first quarter of 2025 primarily reflects:

•Favorable market and portfolio conditions partially offset by unfavorable nuclear PTC portfolio results

Recent Developments and First Quarter Highlights

•Calpine Acquisition: Entered into a definitive agreement to acquire Calpine, combining the nation's largest producer of clean, carbon-free energy with the reliable, dispatchable natural gas assets of Calpine to better meet growing energy demand from customers coast-to-coast. The combination will also form the nation’s leading competitive retail electric supplier, providing 2.5 million customers across America – from families to businesses and utilities – with a broad array of customized energy and sustainability solutions. We continue to expect this transaction to close in the 4th quarter of this year.

•Crane selected for fast-track interconnect: PJM, the nation’s largest grid operator, selected the Crane Clean Energy Center for expedited grid connection as part of its Reliability Resource Initiative. Restarting Crane’s Unit 1 reactor will bring new reliable, emissions-free energy to the grid at a time of tightening reserves and rising prices. PJM also selected additional uprate projects within our fleet, bringing the total addition to the grid to more than 1,150 megawatts of clean, firm electricity.

•Nuclear Operations: Our nuclear fleet, including our owned output from the Salem and South Texas Project (STP) Generating Stations, produced 45,582 gigawatt-hours (GWhs) in the first quarter of 2025, compared with 45,391 GWhs in the first quarter of 2024. Excluding Salem and STP, our nuclear plants at ownership achieved a 94.1% capacity factor for the first quarter of 2025, compared with 93.3% for the first quarter of 2024. There were 88 planned refueling outage days in the first quarter of 2025 and 78 in the first quarter of 2024 for sites we operate. There were no non-refueling outage days in the first quarter of 2025 and 10 in the first 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 99.2% in the first quarter of 2025, compared with 97.9% in the first quarter of 2024. Renewable energy capture for our wind, solar and run-of-river hydro fleet was 96.2% in the first quarter of 2025, compared with 96.3% in the first quarter of 2024.

2

GAAP/Adjusted (non-GAAP) Operating Earnings Reconciliation

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 25.5% and 25.1% for the three months ended March 31, 2025 and 2024. 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 55.3% and 54.8% for the three months ended March 31, 2025 and 2024, respectively. Adjusted (non-GAAP) Operating Earnings for the first quarter of 2025 and 2024, respectively, does not include the following items (after tax) that were included in our reported GAAP Net Income (Loss):

(In millions, except per share data)

Three Months Ended March 31, 2025

Earnings Per Share(1)

GAAP Net Income (Loss) Attributable to Common Shareholders

$

118

$

0.38

Unrealized (Gain) Loss on Fair Value Adjustments (net of taxes of $169)

505

1.61

Plant Retirements and Divestitures (net of taxes of $4)

11

0.03

Decommissioning-Related Activities (net of taxes of $31)

19

0.06

Pension & OPEB Non-Service (Credits) Costs (net of taxes of $3)

9

0.03

Acquisition Related Costs (net of taxes of $4)

13

0.04

Noncontrolling Interests

(2)

(0.01)

Adjusted (non-GAAP) Operating Earnings

$

673

$

2.14

(In millions, except per share data)

Three Months Ended

March 31, 2024

Earnings Per Share(1)

GAAP Net Income (Loss) Attributable to Common Shareholders

$

883

$

2.78

Unrealized (Gain) Loss on Fair Value Adjustments (net of taxes of $57)

(170)

(0.53)

Plant Retirements and Divestitures (net of taxes of $4)

12

0.04

Decommissioning-Related Activities (net of taxes of $139)

(67)

(0.21)

Pension & OPEB Non-Service (Credits) Costs (net of taxes of $1)

2

0.01

Separation Costs (net of taxes of $2)

5

0.02

ERP System Implementation Costs (net of taxes of $1)

4

0.01

Income Tax Related Adjustments

(88)

(0.28)

Noncontrolling Interests

(2)

(0.01)

Adjusted (non-GAAP) Operating Earnings

$

579

$

1.82

_______

(1) Amounts may not sum due to rounding. Earnings per share amount is based on average diluted common shares outstanding of 314 million and 318 million for the three months ended March 31, 2025 and 2024, respectively.

Webcast Information

We will discuss first quarter 2025 earnings in a conference call scheduled for today at 9:00 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. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and

4

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' First Quarter 2025 Quarterly Report on Form 10-Q (to be filed on May 6, 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 13, 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.

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Table of Contents

Earnings Release Attachments

Table of Contents

Consolidated Statements of Operations

1

Consolidated Balance Sheets

2

Consolidated Statements of Cash Flows

4

GAAP Consolidated Statements of Operations and Adjusted (non-GAAP) Operating Earnings Reconciling Adjustments

5

Statistics

6

Table of Contents

Constellation Energy Corporation and Subsidiary Companies

Consolidated Statements of Operations

(unaudited)

(in millions)

Three Months Ended March 31, 2025

Operating revenues

$

6,788

Operating expenses

Purchased power and fuel

4,384

Operating and maintenance

1,545

Depreciation and amortization

248

Taxes other than income taxes

160

Total operating expenses

6,337

Operating income (loss)

451

Other income and (deductions)

Interest expense, net

(146)

Other, net

(154)

Total other income and (deductions)

(300)

Income (loss) before income taxes

151

Income tax (benefit) expense

22

Net income (loss)

129

Net income (loss) attributable to noncontrolling interests

11

Net income (loss) attributable to common shareholders

$

118

Three Months Ended March 31, 2024

Operating revenues

$

6,161

Operating expenses

Purchased power and fuel

3,417

Operating and maintenance

1,486

Depreciation and amortization

306

Taxes other than income taxes

139

Total operating expenses

5,348

Operating income (loss)

813

Other income and (deductions)

Interest expense, net

(127)

Other, net

362

Total other income and (deductions)

235

Income (loss) before income taxes

1,048

Income tax (benefit) expense

165

Net income (loss)

883

Net income (loss) attributable to common shareholders

$

883

Change in Net income (loss) attributable to common shareholders from 2024 to 2025

$

(765)

1

Table of Contents

Constellation Energy Corporation and Subsidiary Companies

Consolidated Balance Sheets

(unaudited)

(in millions)

March 31, 2025

December 31, 2024

Assets

Current assets

Cash and cash equivalents

$

1,846

$

3,022

Restricted cash and cash equivalents

96

107

Accounts receivable

Customer accounts receivable, net

3,193

3,116

Other accounts receivable, net

444

602

Mark-to-market derivative assets

858

843

Inventories, net

Natural gas, oil, and emission allowances

148

243

Materials and supplies

1,354

1,357

Renewable energy credits

914

797

Other

778

689

Total current assets

9,631

10,776

Property, plant, and equipment, net

21,566

21,235

Deferred debits and other assets

Nuclear decommissioning trust funds

17,472

17,305

Investments

386

640

Goodwill

420

420

Mark-to-market derivative assets

485

372

Other

2,292

2,178

Total deferred debits and other assets

21,055

20,915

Total assets

$

52,252

$

52,926

2

Table of Contents

March 31, 2025

December 31, 2024

Liabilities and shareholders’ equity

Current liabilities

Long-term debt due within one year

$

1,037

$

1,028

Accounts payable and accrued expenses

3,614

3,943

Mark-to-market derivative liabilities

550

467

Renewable energy credit obligation

1,001

1,076

Other

343

332

Total current liabilities

6,545

6,846

Long-term debt

7,321

7,384

Deferred credits and other liabilities

Deferred income taxes and unamortized ITCs

3,226

3,331

Asset retirement obligations

12,524

12,449

Pension and non-pension postretirement benefit obligations

1,755

1,875

Spent nuclear fuel obligation

1,381

1,366

Payable related to Regulatory Agreement Units

4,593

4,518

Mark-to-market derivative liabilities

358

399

Other

1,215

1,219

Total deferred credits and other liabilities

25,052

25,157

Total liabilities

38,918

39,387

Commitments and contingencies

Shareholders’ equity

Common stock

11,203

11,402

Retained earnings (deficit)

4,062

4,066

Accumulated other comprehensive income (loss), net

(2,309)

(2,302)

Total shareholders’ equity

12,956

13,166

Noncontrolling interests

378

373

Total equity

13,334

13,539

Total liabilities and shareholders’ equity

$

52,252

$

52,926

3

Table of Contents

Constellation Energy Corporation and Subsidiary Companies

Consolidated Statements of Cash Flows

(unaudited)

(in millions)

Three Months Ended March 31,

2025

2024

Cash flows from operating activities

Net income (loss)

$

129

$

883

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

640

694

Deferred income taxes and amortization of ITCs

(98)

9

Net fair value changes related to derivatives

356

(186)

Net realized and unrealized (gains) losses on NDT funds

(44)

(192)

Net realized and unrealized (gains) losses on equity investments

268

(47)

Other non-cash operating activities

47

(41)

Changes in assets and liabilities:

Accounts receivable

(15)

464

Inventories

98

114

Accounts payable and accrued expenses

(290)

(382)

Option premiums received (paid), net

26

74

Collateral received (posted), net

(486)

297

Income taxes

120

159

Pension and non-pension postretirement benefit contributions

(174)

(177)

Other assets and liabilities

(470)

(2,392)

Net cash flows provided by (used in) operating activities

107

(723)

Cash flows from investing activities

Capital expenditures

(806)

(738)

Proceeds from NDT fund sales

2,084

1,779

Investment in NDT funds

(2,152)

(1,847)

Collection of DPP, net

—

1,644

Acquisitions of assets and businesses

(5)

(14)

Other investing activities

(7)

6

Net cash flows provided by (used in) investing activities

(886)

830

Cash flows from financing activities

Change in short-term borrowings

—

165

Proceeds from short-term borrowings with maturities greater than 90 days

—

200

Repayments of short-term borrowings with maturities greater than 90 days

—

(500)

Issuance of long-term debt

—

900

Retirement of long-term debt

(57)

(32)

Dividends paid on common stock

(122)

(112)

Repurchases of common stock

—

(499)

Other financing activities

(229)

(38)

Net cash flows provided by (used in) financing activities

(408)

84

Increase (decrease) in cash, restricted cash, and cash equivalents

(1,187)

191

Cash, restricted cash, and cash equivalents at beginning of period

3,129

454

Cash, restricted cash, and cash equivalents at end of period

$

1,942

$

645

4

Table of Contents

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 March 31, 2025

Three Months Ended March 31, 2024

GAAP (a)

Non-GAAP Adjustments

GAAP (a)

Non-GAAP Adjustments

Operating revenues

$

6,788

$

286

(b),(c)

$

6,161

$

(65)

(b),(c)

Operating expenses

Purchased power and fuel

4,384

(84)

(b)

3,417

115

(b)

Operating and maintenance

1,545

(78)

(c),(j)

1,486

(55)

(c),(d),(f)

Depreciation and amortization

248

(37)

(c),(g)

306

(65)

(c),(g)

Taxes other than income taxes

160

—

139

—

Total operating expenses

6,337

5,348

Operating income (loss)

451

813

Other income and (deductions)

Interest expense, net

(146)

34

(b)

(127)

(3)

(b)

Other, net

(154)

187

(b),(c),(e)

362

(339)

(b),(c),(e)

Total other income and (deductions)

(300)

235

Income (loss) before income taxes

151

1,048

Income tax (benefit) expense

22

149

(b),(c),(e),(g),(j)

165

(100)

(b),(c),(d),(e),(f),(g),(i)

Net income (loss)

129

883

Net income (loss) attributable to noncontrolling interests

11

2

(h)

—

2

(h)

Net income (loss) attributable to common shareholders

$

118

$

883

Effective tax rate

14.6

%

15.7

%

Earnings per average common share

Basic

$

0.38

$

2.79

Diluted

$

0.38

$

2.78

Average common shares outstanding

Basic

313

317

Diluted

314

318

__________

(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)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 Other Postretirement Employee Benefits (OPEB) Non-Service credits.

(f)In 2024, adjustment for costs related to a multi-year Enterprise Resource Program (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)In 2024, primarily reflects the 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

Table of Contents

Statistics

Three Months Ended March 31,

(GWhs)

2025

2024

Nuclear Generation(a)

Mid-Atlantic

13,177

13,190

Midwest

23,596

23,920

New York

6,280

6,079

ERCOT

2,529

2,202

Total Nuclear Generation

45,582

45,391

Natural Gas, Oil, and Renewables

Mid-Atlantic

632

868

Midwest

385

339

ERCOT

3,084

3,516

Other Power Regions

1,804

3,551

Total Natural Gas, Oil, and Renewables

5,905

8,274

Purchased Power

Mid-Atlantic

4,794

3,370

Midwest

488

308

ERCOT

659

665

Other Power Regions

10,994

10,399

Total Purchased Power

16,935

14,742

Total Supply/Sales by Region

Mid-Atlantic

18,603

17,428

Midwest

24,469

24,567

New York

6,280

6,079

ERCOT

6,272

6,383

Other Power Regions

12,798

13,950

Total Supply/Sales by Region

68,422

68,407

Three Months Ended March 31,

2025

2024

Outage Days(b)

Refueling

88

78

Non-refueling

—

10

Total Outage Days

88

88

__________

(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.

6

Table of Contents

Three Months Ended March 31,

Electricity Reference Prices(a)

2025

2024

Location (Region)

PJM West (Mid-Atlantic)

$

53.69

$

34.25

ComEd (Midwest)

35.31

26.07

Central (New York)

75.31

34.88

North (ERCOT)

31.39

25.72

Southeast Massachusetts (Other)(b)

104.75

44.18

Three Months Ended March 31,

Capacity Reference Prices

2025

2024

Location (Region)

Eastern Mid-Atlantic Area Council (Mid-Atlantic)

$

53.60

$

49.49

ComEd (Midwest)

28.92

34.13

Rest of State (New York)

86.33

106.52

Southeast New England (Other)

949.57

66.67

Three Months Ended March 31,

ZEC Reference Prices(a)

2025

2024

State (Region)

New Jersey (Mid-Atlantic)(c)(d)

$

10.00

$

9.95

Illinois (Midwest)

9.38

0.30

New York (New York)(c)

18.27

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 ZEC price is expected to be $10.00/MWh for each delivery period and is subject to an annual update once full year generation is known. Following the latest annual update in August 2024, the ZEC price for the delivery period beginning June 2023 through May 2024 was calculated to be $9.95.

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Mentions · how they’re counted

CategoryUnderlinedWord counterModel’s count
AI

AI, artificial intelligence, generative AI, machine learning, large language model, LLM

2——
Layoffs

layoffs, RIF, headcount reduction, workforce optimization, restructuring

0——
Recession

recession, downturn, contraction, slowdown

0——
Tariffs

tariff, trade war, trade barriers, trade restrictions, trade policy

0——
Buybacks

share repurchase, buyback program

0——

Underlines use the same word lists the scores use. AI, recession and tariffs follow Palanor’s word counter, so those counts match it exactly on the same text. Layoffs and buybacks use the terms the model was given. The model’s count is an estimate by meaning, not by string, so it can differ from the underlines.

Source: SEC EDGAR · public domain · Highlights by Palanor