10-K 0001868275-26-000032 (2026-02-24) vs 10-K 0001868275-25-000023 (2025-02-18)
| Section | Compared text | Words now | Changed |
| Risk Factors | Item 1A | 10,690 |
27.0% |
| MD&A | Item 7 | 13,969 |
26.9% |
| Legal Proceedings | Item 3, via Note 18 – Commitments and Contingencies | 3,737 |
10.0% |
| Accounting Policies | Item 8 (note not found) | 0 |
not compared |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 393 words changed in this paragraph; it is 31% similar to last year's version.
2025 vs. 2024 vs. 2023 $ Change % Change(a) Change Description Mid-Atlantic $ 228 10.3% 965 17.5% • unfavorable cost favorable retail load revenue of ($100) associated with purchased power $700 primarily due to supply higher contracted energy prices and load relative to generation volumes primarily driven by higher prices during peak load periods and higher net transmission costs • unfavorable settlement of favorable realized economic hedges of ($75) $450 due to settled prices relative to hedged prices Midwest 200 14.3% • favorable wholesale load revenue of $325 primarily due to higher contracted energy prices; partially offset by • unfavorable cost activity due to absence of ($170) nuclear PTC revenue of $515 due to higher energy and capacity prices in the current year Midwest 999 20.8% • favorable net generation and wholesale load revenue of $730 primarily due to higher energy prices, partially offset by lower generation volumes • favorable realized economic hedges of $720 due to settled prices relative to hedged prices • favorable retail load revenue of $520 primarily due to higher contracted energy prices and load volumes • favorable net capacity revenue of $195 primarily due to higher prices • favorable net ZEC revenue of $130 primarily due to revenue recognized for Illinois ZECs delivered in prior planning years; partially offset by • unfavorable activity due to lower nuclear PTC revenue of $1,090 and lower net CMC program revenue of $210 due to higher energy and capacity prices in the current year New York 140 6.8% • favorable net generation revenue of $255 associated with purchased the sale of generation volumes relative to purchase power to supply load relative to generation volumes primarily driven by higher net transmission costs • unfavorable nuclear fuel cost of ($55) primarily due to higher amortization rates related energy prices and generation volumes • favorable retail load revenue of $110 primarily due to higher contracted energy prices • favorable ZEC program revenue of $105 primarily due to the reversal absence of the previous decision refund associated with nuclear PTC revenue; partially offset by • unfavorable activity due to absence of nuclear PTC revenue of $150 due to higher energy prices in 2020 to retire certain sites New York (173) (22.5)% the current year • favorable settlement of unfavorable realized economic hedges of $230 $185 due to settled prices relative to hedged prices ERCOT (261) (34.2)% 354 22.8% • favorable cost of $245 associated with purchased power to supply load relative to generation volumes primarily due to higher generation volumes • favorable settlement of realized economic hedges of $70 $150 due to settled prices relative to hedged prices Other Power Regions (373) (8.1)% • favorable purchased power and fuel wholesale load revenue of $390 $120 primarily due to higher contracted energy prices, partially offset by lower load volumes • favorable retail load revenue of $75 primarily due to higher contracted energy prices and load served, partially offset by the expiration of the Mystic COS volumes
Source: Item 7, 10-K 0001868275-26-000032 vs Item 7, 10-K 0001868275-25-000023
Risk Factors 157 words changed in this paragraph; it is 35% similar to last year's version.
Market Designs. Design. The wholesale markets vary from region to region with distinct rules, practices practices, and procedures. Changes in these market rules, problems with rule implementation, or failure of any of these markets could adversely affect our business. In addition, business with little notice. The imposition of price caps, the issuance of orders extending the operation of generation resources slated for retirement, the imposition of requirements that new large load secure supply from new generation resources or agree to be interrupted, policies allowing utility-owned generation in restructured states, and policies favoring new resources at the expense of existing resources may lead to a significant decrease market design that results in the premature retirement of existing resources, which would negatively affect our portfolio of assets as well as the market participation could affect as a whole. For example, PJM is considering market liquidity rule changes as part of its stakeholder process, and the Trump administration, in conjunction with Governors of PJM states, have proposed a detrimental effect on market stability. framework to govern new load connection and the generation that can serve that load. The outcome of this process is uncertain. See Item 7. Management’s Discussion and Analysis of Financial
Source: Item 1A, 10-K 0001868275-26-000032 vs Item 1A, 10-K 0001868275-25-000023
Legal Proceedings 113 words changed in this paragraph; it is 70% similar to last year's version.
In December 2021, approximately 130 insurance companies which insured Texas homeowners and businesses filed a subrogation lawsuit against multiple defendants alleging that defendants were at fault for the energy failure that resulted from the winter storm, causing significant property damage to the insureds. Subsequently, several hundred other insurance companies filed similar claims. All of these cases were combined in a Multi-District-Litigation (MDL) pending in Texas state court, which established a bellwether process to consider initial motions to dismiss by the different industry groups of defendants. Defendants filed motions to dismiss the amended complaints in five bellwether cases in July 2022. In February 2023, the court granted the motions to dismiss pertaining to us in part and denied them in part, leaving the plaintiffs' negligence and nuisance claims to proceed. Since the motions to dismiss were partially denied, thousands of new claimants, many in multiple mass tort actions, filed lawsuits in various Texas state courts naming us, among hundreds of other defendants. The majority of these cases were transferred to the MDL. The MDL involves over 200 cases brought by approximately 30,000 plaintiffs, including more than 1,300 insurance companies, and we are defendants in the majority of them. We are had also been named in an alleged class action that seeks sought to assert claims on behalf of over 4.1 million Texans within ERCOT who lost power during Winter Storm Uri. The court subsequently denied certification of the class, and plaintiffs have not presently pursued on appeal.
Source: Item 3, via Note 18 – Commitments and Contingencies, 10-K 0001868275-26-000032 vs Item 3, via Note 18 – Commitments and Contingencies, 10-K 0001868275-25-000023
Every change, by type
Sentences and paragraphs of CEG's Risk Factors and MD&A, 10-K 2026-02-24 against 10-K 2025-02-18.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
Market Design. The wholesale markets vary from region to region with distinct rules, practices, and procedures. Changes in these market rules, problems with rule implementation, or failure of any of these markets could adversely affect our business with little notice. The imposition of price caps, the issuance of orders extending the operation of generation resources slated for retirement, the imposition of requirements that new large load secure supply from new generation resources or agree to be interrupted, policies allowing utility-owned generation in restructured states, and policies favoring new resources at the expense of existing resources may lead to a market design that results in the premature retirement of existing resources, which would negatively affect our portfolio of assets as well as the market as a whole. For example, PJM is considering market rule changes as part of its stakeholder process, and the Trump administration, in conjunction with Governors of PJM states, have proposed a framework to govern new load connection and the generation that can serve that load. The outcome of this process is uncertain. See Item 7. Management’s Discussion and Analysis of Financial
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
Condition and Results of Operations - Other Key Business Drivers for additional information on proposed PJM market reforms.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
Expiration or termination of our PPAs and other contractual agreements may significantly reduce our revenue and allow the counterparty or customer to seek liquidated damages.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
A material portion of our portfolio is sold under PPAs that expire at various times. We seek to extend contracts or sell any generation not sold under PPAs on a short-term basis as market opportunities arise. Our non-contracted generation is generally sold on the spot market at current market prices as merchant energy. When the terms of each of our various PPAs expire, it is possible that the price paid to us for generation under subsequent arrangements or in short-term markets may be significantly less than the price paid to us under the PPA. Without the benefit of PPAs, we may not be able to sell any or all of the capacity from these generation facilities at commercially attractive rates, and these generation facilities may not be able to operate profitably.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
The counterparty or customer may terminate or fail to comply with the terms of our PPAs, construction agreements, commodity contracts, maintenance agreements and other contractual arrangements. Additionally, if we fail to meet our contractual obligations they may seek to enforce the liquidated damages provisions contained in such agreements.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
Following the Calpine acquisition in January 2026, we have several government awards for projects involving cost-share agreements with the DOE, which could be affected by our inadvertent failure to comply with certain laws, rules, and regulations.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
At five facilities, Calpine has completed or commenced front-end engineering design studies for post-combustion CCUS technology and has also received funding from the DOE for certain geothermal drilling technologies for the Geysers Assets.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
As a recipient of federal funds under grants and cooperative agreements, in addition to our ordinary contractual obligations, we must comply with various rules and regulations applicable to entities that perform awards in support of government entities. Many of these additional obligations are contained in the terms of the awards themselves and in federal regulations, which regulate the formation, administration and performance of non-procurement federal financial assistance awards, which are subject to change. We must also comply with various national policy requirements prescribed by statute, executive order, policy guidance issued by the Executive Office of the President or other regulations subject to change.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
Additionally, our contractors must also comply with these federal requirements, and any non-compliance by our contractors or their subcontractors could similarly affect our grant status and expose us to additional risks and liabilities. While we will continue to implement audits and monitor contractual rights for our contractors, failure by our contractors to comply with all regulatory requirements fully could materially affect our business and prospects.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
Our performance under our U.S. government awards and our compliance with the terms of those awards and applicable laws and regulations are subject to periodic investigation audits, reviews and investigations by various U.S. government agencies. The current environment may lead to increased regulatory scrutiny and sanctions for non-compliance by such agencies.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
Compliance with these laws and regulations affects how we do business and may impose added costs on our business. Failure to comply may lead to penalties, including whole or partial suspension or termination of our U.S. government awards and/or suspension or debarment from contracting with federal agencies.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
We are subject to risks associated with weather, including its effect on the supply and demand for electricity, as well as impacts from climate change, including extreme weather events.
Read it in 10-K 2026-02-24 at sec.gov ↗
RemovedRisk Factors
•challenges in satisfying conditions, obtaining regulatory approvals, and potential delays or abandonment of the merger agreement,
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
Market Designs. The wholesale markets vary from region to region with distinct rules, practices and procedures. Changes in these market rules, problems with rule implementation, or failure of any of these markets could adversely affect our business. In addition, a significant decrease in market participation could affect market liquidity and have a detrimental effect on market stability.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
Climate adaptation risk refers to risks to our facilities or operations that may result from changes in the physical climate, such as changes to temperatures, weather patterns and sea level rise.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
For plants operated but not wholly owned by us, we could also incur liability to our co-owners. For nuclear plants not operated and not wholly owned by us, from which we receive a portion of the plants’ output, our results of operations are dependent on the operational performance of the operators and could be adversely affected by a significant event at those plants. We do not procure the fuel for the sites we do not operate. The operator's nuclear fuel procurement plan could impact our results of operations. Additionally, poor operating performance at nuclear plants not owned by us could result in increased regulation and reduced public support for nuclear-fueled energy. Closure of generating plants owned by others, or extended interruptions of generating plants or failure of transmission lines, could adversely affect transmission systems and the sale and delivery of electricity in markets served by us.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
generating units. Also, the ability of energy transmission and distribution companies to maintain the reliability, resiliency and safety of their energy delivery systems could affect our ability to deliver energy to our customers and affect our operating costs.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
factors could result in higher costs or lower revenues than expected, resulting in lower than planned returns on investment.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
We may encounter difficulties in satisfying the conditions for the completion of the Merger Agreement, including obtaining the necessary regulatory approvals, within the expected time frame or at all. Such challenges could delay the completion of the merger or impose conditions that could cause abandonment of the Merger Agreement.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
Consummation of the merger is subject to the satisfaction or waiver of specified closing conditions, including: (1) the receipt of regulatory approvals required to consummate the Merger Agreement; (2) the expiration or termination of the applicable waiting period under the HSR Act; and (3) other customary closing conditions.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
Completion of the merger is conditioned upon the receipt of consents, orders, approvals or clearances, to the extent required, from various regulatory authorities, including DOJ, FERC, and public utility commissions or similar entities in certain states in which the companies operate. We cannot provide assurance that all required regulatory approvals will be obtained or that these approvals will not contain terms, conditions or restrictions that would be unacceptable and, accordingly, the merger may be delayed or may not be consummated. In connection with the required regulatory approvals and to prevent market power concerns, we are expecting to sell certain of the combined company’s PJM natural-gas-fired generating assets following the closing of the merger. The Merger Agreement generally permits us to terminate the Merger Agreement if the final terms of any of the required regulatory consents or approvals include any Burdensome Condition (as defined in the Merger Agreement).
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
In addition, the Merger Agreement provides that either we or Calpine could terminate the Merger Agreement if the merger is not completed by December 31, 2025 (which date may be automatically extended to June 1, 2026, as further provided in the Merger Agreement). If the Merger Agreement is terminated under certain circumstances due to the failure to obtain regulatory approvals, the failure to obtain regulatory approvals without Burdensome Conditions, or the breach by us of our obligations in respect of obtaining regulatory approvals, we would be required to pay Calpine a termination fee of $500 million as liquidated damages.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
We are obligated to complete the transaction whether or not we have obtained the required funding for closing.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
We are funding the transaction using $4.5 billion in cash and by issuing 50 million shares of common stock. While we expect to have cash on hand needed for closing, we would be required to complete the transaction even if we experience a cash shortfall. This could require us to obtain additional financing which may cause us to incur additional costs.
Read it in 10-K 2025-02-18 at sec.gov ↗
RewordedRisk Factors
Failure to meet those arrangements could give rise to a project-specific financing default which, if not cured or waived, could result in the specific project being required to repay the associated debt or other borrowings earlier than otherwise anticipated, and if such repayment were not made, the lenders or security holders would generally have broad remedies, including rights to foreclose against the project assets and related collateral or to force our subsidiaries in the project-specific financings to enter bankruptcy proceedings.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
Our consolidated results of operations and financial statements condition are significantly affected by our sales and purchases of commodities at market-based rates, as opposed to cost-based or other similarly regulated rates, and federal and state regulatory and legislative developments related to emissions, climate change, capacity market mitigation, energy price information, resilience, fuel diversity, and RPS. rates.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
Based on the number of shares of our common stock as of the transaction announcement date, our current Our prior shareholders and former Calpine stockholders would own owned approximately 85% 86% and 15% 14% of the outstanding shares of Constellation our common stock, respectively, immediately following the consummation of the merger.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
Natural disasters and other significant events increase our risk that the NRC or other regulatory or legislative bodies could change the laws or regulations governing, among other things, operations, maintenance, operating licenses, decommissioning, SNF storage, insurance, emergency planning, security and environmental and radiological matters.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
Additionally, it is possible that FERC, state public utility commissions, or others could limit our ability to make acquisitions or investments or otherwise impose certain other restrictions on such transactions. transactions due to market power concerns in certain regions or other factors.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
The supply markets for nuclear fuel, natural gas, and oil are subject to price fluctuations, availability restrictions, tariffs, counterparty default, and geopolitical risk, which could have a material adverse impact on our results of operations or financial condition.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
Violations of these requirements could subject us to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs for remediation and clean-up costs, civil penalties and exposure to third parties’ claims for alleged health or property damages or operating restrictions to achieve compliance. cleanup
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
The In addition to the risks around the cost and availability of nuclear fuel discussed previously, the quality of nuclear fuel utilized by us we use could affect the efficiency and costs of our operations.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
Operations at any of our nuclear generation plants facilities that we operate as well as those that we own and are operated by others could degrade to the point where we the operator must shut down the plant or operate at less than full capacity.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
Our current shareholders will prior to the merger have a reduced ownership and voting power after the merger. merger, and former Calpine stockholders are not obligated to maintain their ownership interest indefinitely.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
As an For example, our data centers are hosted in vendor-managed co-location facilities. facilities; we also host infrastructure with major cloud service providers and utilize enterprise business systems.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
Each current shareholder will remain prior to the merger that remained a shareholder of Constellation with has a percentage ownership of the combined company that will be is smaller than the shareholder’s percentage of Constellation held prior to the merger.
Read it in 10-K 2026-02-24 at sec.gov ↗
Quiet changesRisk Factors
We are potentially may be affected by emerging technologies that could, over time, affect or transform the energy industry.
Read it in 10-K 2026-02-24 at sec.gov ↗
Quiet changesRisk Factors
However, our Our physical facilities could be placed at greater risk of damage should changes in the global climate impact temperature and weather patterns, and result in more intense, frequent and extreme weather events, unprecedented levels of precipitation, sea level rise, increased surface water temperatures, and/or other effects.
Read it in 10-K 2026-02-24 at sec.gov ↗
Quiet changesRisk Factors
If Additionally, if we are required to arrange for the safe and permanent disposal of SNF beyond current expectations, this could lead to substantial expense or capital expenditures.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
In November 2025, the DOE Office of Energy Dominance Financing issued a guarantee for up to $1.0 billion for an unsecured loan from the Federal Financing Bank to support the restart of the Crane Clean Energy Center. The loan will mature in October 2055. Interest rates on the loan will be fixed upon each advance at a spread of 37.5 basis points above U.S. Treasuries of comparable maturity. Cash from operations will fund the remaining capital expenditures.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
In September 2025, we reached a settlement agreement with MDE, Lower Susquehanna Riverkeeper Association, and Waterkeepers Chesapeake, that resolves all outstanding issues related to obtaining a water quality certification from MDE. As a result, MDE issued a water quality certification, clearing the way for the re-licensing and continued operation of our Conowingo hydroelectric facility. The terms of the agreement include operational improvements and commitments for water quality and resiliency, trash and debris removal, aquatic life passage, freshwater mussel restoration, dredging and invasive species management. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for more information.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
In June 2025, we signed a 20-year PPA with Meta Platforms, Inc. (Meta) for the output of the Clinton Clean Energy Center to support Meta’s clean energy goals and operations in the region with emissions-free nuclear energy. The agreement, beginning in June 2027, supports the relicensing and continued operations of Clinton for another two decades after the state’s ZEC program expires. This deal will expand Clinton’s clean energy output by 30 megawatts through plant uprates, expected to be fully complete in 2029, and will enable the Clinton Clean Energy Center to continue to flow power onto the local grid, providing grid reliability and low-cost power to the region for decades to come. The uprates are expected to qualify for the technology-neutral clean electricity PTC (45Y) provided for by the IRA and preserved by the OBBBA for its first 10 years of operations.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
On January 16, 2026, the National Energy Dominance Council, with support from Governors within the PJM territory, urged PJM to file proposed tariff revisions at FERC to address reliability and pricing within its capacity auctions. These changes aim to increase supply which is increasingly important as energy-intensive sectors expand. The proposed changes include: 1) providing revenue certainty to new generation (for instance, through a Reliability Backstop Auction to procure new, out of market capacity resources), 2) protecting residential customers from capacity price increases, 3) allocating costs to data centers through the Reliability Backstop Auctions, 4) improving load forecasting, specifically large load modeling, 5) accelerating ongoing generator interconnection studies, and 6) performing market studies to ensure the long-term viability of the PJM capacity market. While this is an emerging issue and tariff revisions have not been developed, this has the potential to impact future revenues received by our fleet.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
In December 2025, FERC found PJM's tariff unjust and unreasonable because it lacked sufficient clarity and consistency regarding rates, terms, and conditions of service for serving co-located load. The order also found that the existing behind-the-meter generation rules permitting netting of load and supply were no longer just and reasonable, with certain limited exceptions. FERC also directed that PJM make three new transmission services available to co-located loads: an interim, interruptible network integration transmission service, a permanent firm contract demand service, and a non-firm contract demand service. The rates, terms and conditions for these services will be developed in upcoming compliance filings and a paper hearing at FERC in 2026, as will the scope of technical studies required to pursue service of co-located load ion such services.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
We continue to see legislative support for nuclear energy generation, including the passage of the OBBBA. Signed into law in July 2025, the OBBBA both preserves certain federal tax credits from the IRA and enhances certain credits to allow advanced nuclear facilities to qualify for the energy communities bonus adder, subject to eligibility requirements. It also preserves tax credits which benefit our efforts to commercialize CCUS for natural gas power generation and maintains tax credits for geothermal and certain other investments. Overall, the OBBBA reinforces the long-term economic viability of our nuclear generation assets. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for more information.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
For reporting units with goodwill, we perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. As part of the qualitative assessment, we evaluate macroeconomic conditions, such as deterioration in general economic conditions, industry and market considerations, cost factors, and overall financial performance. If we determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not greater than the carrying amount, no further testing is required.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
If the qualitative test determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, a quantitative goodwill impairment test is performed by calculating the fair value of the reporting unit and comparing it to its carrying amount. The fair value of the reporting units is calculated using a weighted combination of the income approach, which estimates fair value based on discounted cash flows, and the market approach, which estimates fair value based on market comparables in our industry. The income approach uses our internal forecasts to determine estimated cash flows and uses significant assumptions including, but not limited to growth rates, discount rates, customer attrition rates, useful lives, and tax rates. These assumptions are used to arrive at estimated cash flows which are inherently uncertain. Similarly, while comparables used in the market approach are determined to be a reasonable proxy for the fair value of the reporting unit, there is judgment involved and the actual fair value may be different than the fair value implied by the market approach. If the carrying amount of the reporting unit is greater than its fair value, the reporting unit’s goodwill is impaired. The goodwill impairment loss is the difference between the reporting unit’s fair value and carrying amount, and is recorded as a reduction to goodwill and a charge to operating expense.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
The acquisition of Calpine is expected to add a significant amount of goodwill to our balance sheet which will be assessed for impairment in accordance with our policy described above.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
authoritative guidance, could result in previously excluded contracts becoming in scope of existing authoritative guidance.
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AddedMD&A
(d)Reflects acquisition-related costs associated with the Calpine merger. The majority of these expenses are not tax deductible.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
(b)Includes unrealized gains (losses) resulting from an equity investment in a publicly traded company. We record the fair value of this investment in Other deferred debits and other assets in the Consolidated Balance Sheets based on quoted market price of the stock.
Read it in 10-K 2026-02-24 at sec.gov ↗
RemovedMD&A
As part of our capital allocation plan, our Board of Directors has authorized up to $3 billion of share repurchases of our outstanding common stock to-date, of which $991 million has yet to be exercised. See Note 19 — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
We first perform a qualitative assessment to determine whether a quantitative assessment is necessary. As part of the qualitative assessment, we evaluate, among other things, management’s best estimate of projected operating and capital cash flows for the reporting units and changes in certain market conditions, including the discount rate. Significant assumptions used in these fair value analyses include discount and growth rates, energy prices, and projected operating and capital cash flows.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
Along with depreciation study results, management considers expected future energy market conditions and generation plant operating costs and capital investment requirements in determining the estimated useful lives of our generating facilities and reassesses the reasonableness of estimated useful lives whenever events or changes in circumstances warrant. When a determination has been made that an asset will be retired before the end of its current estimated useful life, depreciation provisions will be accelerated to reflect the shortened estimated useful life, which could have a material unfavorable impact on future results of operations.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
Commodity Contracts. Identification of a commodity contract as an economic hedge requires us to determine that the contract is in accordance with the RMP. We reassess our economic hedges on a regular basis to determine if they continue to be within the guidelines of the RMP.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
•Lower unrealized gains resulting from an investment that became a publicly traded company in the second quarter of 2023;
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RemovedMD&A
(b)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.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
2024 vs. 2023 Increase (Decrease) Labor, other benefits, contracting, and materials(a) $ 495 Plant retirements and divestitures 47 Change in environmental liabilities 43 Decommissioning-related activities 37 Nuclear refueling outage costs(b) 6 Asset impairments (71) Separation costs (90) Other 7 Total increase $ 474
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
(a)Primarily reflects increased employee incentive program costs, driven by stock compensation expense and Company performance exceeding relative metrics, increased headcount, and the acquisition of STP in November 2023.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
Our cash flows from operating activities include the sale of energy, energy-related products, and sustainable solutions, as well as sales of nuclear PTCs. Our future cash flows from operating activities may be affected by future demand for, and market prices of, energy and our ability to continue to produce and supply power at competitive costs, as well as to obtain collections from customers.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
For the Years Ended December 31, Cash flows from operating activities 2024 2023 $ Change Net income (loss) $ 3,738 $ 1,577 $ 2,161 Adjustments to reconcile net income (loss) to cash: Collateral received (posted), net 1,803 (1,491) 3,294 Option premiums received (paid), net 216 26 190 Pension and non-pension postretirement benefit contributions (184) (54) (130) Changes in working capital and other noncurrent assets and liabilities(a) (9,168) (8,355) (813) Total non-cash operating activities(b) 1,131 2,996 (1,865) Net cash flows provided by (used in) operating activities $ (2,464) $ (5,301) $ 2,837
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
(a)Includes changes in Accounts receivable, Inventories, Accounts payable and accrued expenses, Income taxes, and Other assets and liabilities.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
Changes in our cash flows from operations were generally consistent with changes in results of operations, as adjusted by changes in working capital in the normal course of business, except as discussed below. Significant operating cash flow impacts for 2024 and 2023 were as follows:
Read it in 10-K 2025-02-18 at sec.gov ↗
RewordedMD&A
For the Years Ended December 31, 2025 2024 2023 Earnings Per Share(a) Earnings Per Share(a) GAAP Net Income (Loss) Attributable to Common Shareholders $ 2,319 $ 7.40 $ 3,749 $ 11.89 $ 1,623 $ 5.01 Unrealized (Gain) Loss on Fair Value Adjustments (net of taxes $346 $243 and $169, $346, respectively)(b) 709 2.26 (1,026) (3.25) 506 1.56 Plant Retirements and Divestitures (net of taxes $9 $5 and $2, $9, respectively) 15 0.05 28 0.09 (7) (0.02) Decommissioning-Related Activities (net of taxes $244 $535 and $339, $244, respectively)(c) (254) (0.81) (50) (0.16) (183) (0.56) Pension & OPEB Non-Service (Credits) Costs (net of taxes $13 and $2, respectively) 38 0.12 5 0.02 Acquisition-Related Costs (net of taxes $4 and $2, respectively)(d) 97 0.31 6 0.02 Change in Environmental Liabilities (net of taxes $2 and $14, $22, respectively) 5 0.02 (41) (0.13) 65 0.21 Separation Costs (net of taxes $3 $— and $21, respectively)(d) $3, respectively) — — 9 0.03 62 0.19 ERP System Implementation Costs (net of taxes $3 $— and $6, $3, respectively) — — 8 0.02 19 0.06 Change in Environmental Liabilities (net of taxes $22 and $11, respectively) 65 0.21 33 0.10 Income Tax-Related Adjustments(e) 22 0.07 (52) (0.17) (9) (0.03) Acquisition-Related Costs (net of taxes $2 and $3, respectively) 6 0.02 9 0.03 Asset Impairments (net of taxes $— and $9, respectively) — — 62 0.19 Noncontrolling Interests(f) (7) (0.02) (40) (0.12) (7) (0.02) Adjusted (non-GAAP) Operating Earnings $ 2,944 $ 9.39 $ 2,735 $ 8.67 $ 2,034 $ 6.28
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
The price received (paid) for each CMC is determined by the IPA monthly by subtracting energy and is based on capacity index prices from the accepted CMC bid, less the sum of (a) monthly weighted average PJM Busbar bid price, (b) ComEd zone capacity price and (c) any federal tax credit or subsidy received by each qualifying plant and is subject to a customer protection cap ($30.30 per MWh for initial delivery period June 2022 through May 2023, which resulted in $32.50 per MWh for the period June 2023 through May 2024 and 2024, $33.43 per MWh for the period June 2024 through May 2025). 2025 and $33.50 per MWh for the period June 2025 through May 2026.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
The nuclear PTC provides a transferable credit up to $15 per MWh (a base credit of $3 per MWh with a five times multiplier provided certain prevailing wage requirements are met) and is subject to phase-out when annual gross receipts are between $25.00 per MWh and $43.75 per MWh. MWh and $26.00 per MWh and $44.75 per MWh for 2024 and 2025, respectively.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
The change in effective tax rate in 2025 compared to 2024 compared 2023 is primarily attributable due to the inclusion of decrease in nuclear PTCs generated, which are non-taxable. not taxable, as well as higher qualified NDT fund income that is taxed at a higher rate.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
Change in the CARFR applied to the annual ARO update Increase (Decrease) to ARO AROs as of December 31, 2024 2023 CARFR rather than the 2024 CARFR $ (300) 2024 2025 2025 CARFR decreased by 50 basis points 990 125 2024 CARFR rather than the 2025 CARFR $ 100 2025 CARFR increased by 50 basis points (790) (100)
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
Income (Deductions) For the Years Ended December 31, 2025 2024 2023 Decommissioning-related activities(a) $ 1,112 $ 567 $ 803 Non-service net periodic benefit credit (cost) (8) 54 Net realized and unrealized gains (losses) from equity investments investments(b) (304) 11 307 Other 100 104 128 92 Other, net $ 936 $ 670 $ 1,268
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
During the third quarter of In 2024, we executed a 20-year PPA with Microsoft that will support announced the restart of Three Mile Island Unit 1, renamed as the Crane Clean Energy Center, which was retired in 2019 for economic reasons. Center.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
Change in ARO Assumption Increase (Decrease) to ARO AROs as of December 31, 2024 2025 Cost escalation studies Uniform increase in escalation rates of 50 basis points $ 2,290 2,175 Probabilistic cash flow models Increase the estimated costs to decommission the nuclear plants by 10 percent 770 10% 750 Increase the likelihood of the DECON scenario by 10 percent 10% and decrease the likelihood of the SAFSTOR scenario by 10 percent(a) 130 10%(a) 100 Shorten each unit's probability-weighted operating life assumption by 10 percent(b) 430 10%(b) 250 Extend the estimated date for DOE acceptance of SNF to 2045 (40) (75)
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
Many of the (b)Includes only state-sponsored programs (i.e., ZECs and CMCs) providing compensation for the emissions-free attributes of generation from certain of our nuclear units include that have contractual or other provisions that require us to refund that compensation up to the amount of the nuclear PTC received or pass through the entirety of the nuclear PTC received.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
If a unit fails the NRC minimum funding test, then the plant’s owners or parent companies would be required to take steps, such as providing financial guarantees through surety bonds, letters of credit, or parent company guarantees or making additional cash contributions to the NDT fund to ensure sufficient funds are available.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
For all adjustments except the NDT fund investment returns, which are included in decommissioning-related activities, the The marginal statutory income tax rate was 25.6% and 25.5% and 25.1% for the years ended December 31, 2024 2025 and 2023, 2024, respectively.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
We annually regularly evaluate our financing plan and credit line sizing, focusing on maintaining our investment grade credit ratings while meeting our cash needs to fund capital requirements, including funding construction expenditures, retire retiring debt, pay paying dividends, fund funding pension and OPEB obligations, and invest investing in new and existing ventures. ventures, such as our acquisition of Calpine and planned restart of Crane.
Read it in 10-K 2026-02-24 at sec.gov ↗