AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 29/10/2026
Moat44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Shorter refueling outages support a comparative operating capability, and a signed 20-year PPA demonstrates demand for nuclear output. However, the benchmark is issuer-produced, comparative lifecycle costs are absent, and the PPA supports a restart. These establish a plausible advantage without proving protected economic returns.
durability · 2/4 · Approximately six-year retail customer duration and the 20-year Crane agreement support persistence of relationships and demand. Additional signed nuclear PPAs reinforce contracting capability. Delivery obligations, undisclosed contract economics and capital-intensive operations prevent treating contract duration or license-renewal applications as demonstrated long-term excess returns.
customer dependency · 1/4 · Renewals demonstrate repeat demand, but approximately two-year retail contracts and explicit reliance on competitive pricing provide weak evidence of dependency. Customers also use brokers to reduce costs and compare suppliers. No quantified migration burden, exclusive retail requirement or operational lock-in is disclosed.
erosion resilience · 2/4 · Power renewals remained broadly stable across 2023–2025, while gas renewals declined from 90% to 84%. Faster refueling and fewer unplanned outage days show operational resilience, but actual storm-related servicing costs and lower ZEC revenue offset higher capacity revenue. Evidence supports mixed protection against commercial and operating erosion.
Pricing power56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Higher first-quarter capacity revenue and management-reported higher realized customer margins support favorable observed commercial outcomes. Lower ZEC revenues provide an adverse offset. Capacity revenue does not isolate a price-only effect, and customer margins also reflect costs and portfolio decisions; an issuer-specific pricing premium remains unproven.
retention · 3/4 · C&I power renewals of 75%, 78% and 77% in 2023–2025, and gas renewals of 90%, 88% and 84%, demonstrate strong repeat demand. Approximately six-year customer duration reinforces the result. Declining gas renewals and the disclosed importance of competitive pricing limit evidence of price-insensitive loyalty.
margin resilience · 2/4 · Capacity costs are incorporated into customer sales prices, and management reports higher realized customer margins. Nevertheless, higher first-quarter capacity revenue was offset by storm-related costs to serve load and lower ZEC revenue. These actual outcomes support mixed resilience; improved portfolio optimization does not independently demonstrate pricing power.
contractual freedom · 2/4 · Negotiated bilateral capacity contracts and a signed long-term nuclear PPA demonstrate discretion over some contractual arrangements. Auction participation, administratively determined Illinois ZEC compensation and NY/NJ refund provisions constrain other revenue streams. The supplied PPA disclosure does not establish escalation, repricing or termination rights.
Predictability39
4 consecutive published annual periods (short history; lower confidence). Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 33.33
- Revenue growth volatility (pp)
- 14.97
- Positive FCF years (%)
- 25.00
- FCF margin volatility (pp)
- 15.79
- observedAnnualPeriods
- 4.00
Financial strength47
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or reported pretax profit plus reported gross interest expense. Reported EBIT is distinct from GAAP operating income and gross interest. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 14.55
- netDebtEbitGrade
- 65.32
- interestCoverageGrade
- 45.81
- currentRatioGrade
- 62.04
- Debt / FCF (x)
- 6.98
- Net debt / operating income (x)
- 1.73
- Interest coverage (x)
- 6.04
- Current ratio (x)
- 1.53
Capital allocation66
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or EBIT calculated from reported pretax profit plus reported gross interest expense; the issuer-reported EBIT is distinct from GAAP operating income and gross interest; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. ROIC remains undefined for nonpositive invested capital; the explicit asset-return alternative does not change the ROIC chart. Missing financial inputs alone never trigger an alternative. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 15.59
- 3-year average dilution (%)
- -1.55
- 3-year average SBC / revenue (%)
- 1.43
- cashConversionGrade
- 0.00
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · First-half 2026 operating cash flow of $1.553 billion accompanied $2.521 billion of capital expenditures and $1.971 billion of repurchases, alongside borrowing and debt retirement. Calpine required 50 million newly issued shares and approximately $4.5 billion cash. These commitments support a mixed assessment; acquired earnings and investment returns remain unverified.
incentive alignment · 2/4 · Disclosed clawbacks, three-year overlapping incentive periods, award caps and NEO ownership compliance support alignment. Qualifying ownership includes granted but unvested RSUs, and the passages do not establish detailed long-term award weights or realized performance-linked vesting. The structure is substantive, while demonstrated alignment outcomes remain limited.
execution · 3/4 · Reported refueling performance, actual retail renewals, signed nuclear PPAs and Pin Oak Creek reaching commercial operation demonstrate strong execution. Second-quarter capacity-factor weakness reflects additional planned outages alongside fewer unplanned outage days. These are operating and commercial achievements; future PPA delivery, license renewals and Calpine returns remain unproven.
governance · 2/4 · Independent committees, disclosed annual evaluations and completed one-year director elections support accountability. Effective August 4, 2026, the CEO also became chair, superseding the March proxy's separate-chair arrangement. A lead independent director moderates the concentration of authority, but the supplied disclosures do not demonstrate exceptional oversight effectiveness.
Evidence
Best-in-Class Nuclear Operations in a High Planned Refueling Outage Year 10 75% 80% 85% 90% 95% 100% 30 35 40 45 T W h s C ap acity F acto r Q2 24 Q3 24 Q4 24 Q1 25 Q2 25 Q3 25 Q4 25 Q1 26 Q2 26 TWhs Capacity Factor Nuclear Refueling Outages Completed Faster than Industry Average Even with Uprate 2026 Quarterly Capacity Factors Represent Execution of Planned Refueling Outages (1,2) Included successful implementation of the turbine uprate at Byron Clean Energy Center’s Unit 1 Beat industry average of 38 days by 40% (3) (1) Salem and STP are not included in operational metrics (outage days, capacity factor and generation) (2) Capacity factors reflect net monthly mean methodology.
2026-08-06 filed second-quarter presentation, page 10: nuclear operations and operational-metric scope · Filed 06/08/2026
(3) 2025 industry average refueling outage was 38 days based on CEG annual industry benchmarking • Two fewer unplanned outage days in Q2 compared to prior year • Additional planned outage days reduced Q2 capacity factor by ~1.8% vs.
2026-08-06 filed second-quarter presentation, page 10: industry benchmark source and outage explanation · Filed 06/08/2026
Q2 2025 Q2 average nuclear refueling outage duration: 23 days
2026-08-06 filed second-quarter presentation, page 10: second-quarter refueling duration and comparison period · Filed 06/08/2026
The restart is supported by a 20-year PPA with Microsoft to purchase the output generated from the renewed plant.
2026-08-06 filed Form 10-Q, Regulatory Matters: Crane restart PPA · Filed 06/08/2026
Excluding Salem and STP, our nuclear plants at ownership achieved a 93.0% capacity factor for the second quarter of 2026, compared with 94.8% for the second quarter of 2025.
2026-08-06 filed earnings release, Nuclear Operations: ownership capacity factor excluding Salem and STP · Filed 06/08/2026
Operating Earnings* Drivers $0.38 $4.49 $2.14 $2.74 GAAP Net Income Q1 2025 (1) GAAP Net Income Q1 2026 (2) Adjusted Operating Earnings* Q1 2025 (1) Adjusted Operating Earnings* Q1 2026 (2) • Contribution from Calpine • Higher capacity revenue offset by higher cost to serve load during Winter Storm Fern and lower ZEC revenues • Lower O&M from stock-based compensation • Higher number of planned nuclear refueling outage days Note: GAAP to Non-GAAP reconciliations for Adjusted Operating Earnings* can be found on page 30 of the Appendix $/share Affirming full-year Adjusted Operating Earnings* guidance range of $11.00 – $12.00 per share (3)
2026-05-11 filed first-quarter presentation, page 10: actual earnings drivers and capacity-revenue offsets · Filed 11/05/2026
The price of electricity is impacted by several variables, including but not limited to, the price of fuels, generation resources in the geographic region, weather, ongoing competition, emerging technologies, as well as macroeconomic and regulatory factors.
2026-05-11 filed Form 10-Q: electricity-price determinants · Filed 11/05/2026
Our business is capital intensive and requires considerable capital resources.
2026-08-06 filed Form 10-Q, liquidity discussion: capital intensity · Filed 06/08/2026
Retail customer renewal rates have been strong over the last ten years across C&I power customer groups with average contract terms of approximately two years and customer duration of approximately six years, with many customers well beyond these metrics.
2026-02-24 filed 2025 Form 10-K, customer-facing business: contract terms and customer duration · Filed 24/02/2026
Specifically, we enjoyed renewal rates of 77% for C&I power customers and 84% for C&I gas customers in 2025, owing to both our competitive pricing as well as our strong customer relationships.
2026-02-24 filed 2025 Form 10-K, customer-facing business: 2025 C&I renewal rates · Filed 24/02/2026
Specifically, we enjoyed renewal rates of 78% for C&I power customers and 88% for C&I gas customers in 2024, owing to both our competitive pricing as well as our strong customer relationships.
2025-02-18 filed 2024 Form 10-K, customer-facing business: 2024 C&I renewal rates · Filed 18/02/2025
Specifically, we enjoyed renewal rates of 75% for C&I power customers and 90% for C&I gas customers in 2023, owing to both our competitive pricing as well as our strong customer relationships.
2024-02-27 filed 2023 Form 10-K, customer-facing business: 2023 C&I renewal rates · Filed 27/02/2024
16
Table of Contents
Consumer purchasing strategies have trended from direct supply relationships to third-party relationships with several customers looking to third-party consultants and brokers to find suppliers like us to reduce costs and evaluate the increasing number of options available for expanding energy solutions beyond the commodity.
2026-02-24 filed 2025 Form 10-K, page 16: customer use of consultants and brokers · Filed 24/02/2026
(1) Initial full-year 2026 earnings guidance was based on expected average diluted common shares outstanding of 361 million (2) Revised full-year 2026 earnings guidance is based on expected diluted common shares outstanding of 357 million Raising Full-Year Adjusted Operating Earnings* Guidance Range to $11.50 - $12.50 Per Share 11 • Commercial business outperforming plan in a dynamic market – Higher realized customer margins – Successful portfolio optimization • Accretive deployment of capital through share repurchases • Partially offset by higher O&M due to performance related compensation expenses $/share Initial Guidance (1) Revised Guidance (2) $12.00 $12.50 $11.00 $11.50 $11.50 $12.00
2026-08-06 filed second-quarter presentation, page 11: management-reported realized customer margins and portfolio optimization · Filed 06/08/2026
We also incur capacity costs associated with load served, which are factored into customer sales prices.
2026-05-11 filed Form 10-Q, Capacity Prices: capacity costs incorporated into customer prices · Filed 11/05/2026
We participate in capacity auctions in each ISO/RTO where we have qualifying generating assets.
2026-05-11 filed Form 10-Q, Capacity Prices: capacity-auction participation · Filed 11/05/2026
We also enter into bilateral capacity contracts at negotiated contract prices.
2026-05-11 filed Form 10-Q, Capacity Prices: negotiated bilateral contracts · Filed 11/05/2026
• The Zero Emission Standard, passed in December 2016, requires the Illinois Power Agency (IPA) to procure contracts with zero emission facilities for ZECs • The program has a 10-year duration that commenced with the 2017/2018 planning year and runs through May 2027 • The IPA calculates the ZEC price for each planning year based on the Social Cost of Carbon and a market price index relative to a baseline market price index – The social cost of carbon was set at $16.50/MWh for the first six years of the program and then increases at $1/MWh per year beginning in the 2023/2024 planning period – The market price index resets each year (1), while the baseline reference price was set at $31.40 • Total compensation is limited by an annual cap designed to limit the cost of ZECs to each utility’s customers – There is a “banking” mechanism, where, for ZECs delivered that exceed the annual cap each year they may be paid in subsequent years if the payments would not exceed the annual cap in the year paid – For the first six planning years, the cost of delivered ZECs exceeded the annual compensation cap.
2026-08-06 filed second-quarter presentation: Illinois ZEC duration, administrative pricing and compensation cap · Filed 06/08/2026
(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.
2026-08-06 filed earnings release, statistics footnote: NY and NJ compensation refund provisions · Filed 06/08/2026
Consolidated Statements of Cash Flows
(unaudited)
(in millions)
Six Months Ended June 30,
2026
2025
Cash flows from operating activities
Net income (loss)
$
2,111
$
962
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities
2026-08-06 filed earnings release: consolidated cash-flow statement units, periods and unaudited status · Filed 06/08/2026
Depreciation, amortization, and accretion, including nuclear fuel and contract amortization
2,368
1,300
Deferred income taxes and amortization of ITCs
740
14
Net fair value changes related to derivatives
(589)
188
Net realized and unrealized (gains) losses on NDT funds
(419)
(336)
Net realized and unrealized (gains) losses on equity investments
24
275
Other non-cash operating activities
(240)
(21)
Changes in assets and liabilities:
Accounts receivable
307
208
Inventories
(63)
17
Accounts payable and accrued expenses
(1,277)
(229)
Option premiums received (paid), net
(52)
18
Collateral received (posted), net
(357)
(242)
Income taxes
13
209
Pension and non-pension postretirement benefit contributions
(200)
(181)
Other assets and liabilities
(813)
(598)
Net cash flows provided by (used in) operating activities
1,553
1,584
Cash flows from investing activities
Capital expenditures
(2,521)
(1,573)
Proceeds from NDT fund sales
4,737
3,830
Investment in NDT funds
(4,911)
(3,999)
Acquisition of Calpine, net of cash and restricted cash acquired
(2,537)
—
Other investing activities
131
(16)
Net cash flows provided by (used in) investing activities
(5,101)
(1,758)
Cash flows from financing activities
Change in short-term borrowings
2,586
—
Proceeds from short-term borrowings with maturities greater than 90 days
4,500
900
Repayments of short-term borrowings with maturities greater than 90 days
(3,500)
—
Issuance of long-term debt
5,001
—
Retirement of long-term debt
(5,352)
(1,008)
Dividends paid on common stock
(309)
(244)
Repurchases of common stock
(1,971)
(400)
Other financing activities
(78)
(141)
Net cash flows provided by (used in) financing activities
877
(893)
Increase (decrease) in cash, restricted cash, and cash equivalents
(2,671)
(1,067)
Cash, restricted cash, and cash equivalents at beginning of period
3,748
3,129
Cash, restricted cash, and cash equivalents at end of period
$
1,077
$
2,062
3
Table of Contents
Constellation Energy Corporation
GAAP Consolidated Statements of Operations and
2026-08-06 filed earnings release: six-month consolidated operating cash flow, expenditures, financing and repurchases · Filed 06/08/2026
The merger consideration consisted of 50 million newly issued shares of our common stock, no par value, and approximately $4.5 billion in cash.
2026-08-06 filed Form 10-Q, Note 2: actual Calpine merger consideration · Filed 06/08/2026
However, as a result of the commencement of integration activities for certain functions and the consolidation of financing activities (see Note 13 — Debt and Credit Agreements), it is impracticable to determine Calpine’s earnings since the Acquisition Date.
2026-08-06 filed Form 10-Q, Note 2: inability to determine acquired Calpine earnings · Filed 06/08/2026
• Subject incentive compensation awards to clawback provisions in accordance with applicable Nasdaq requirements, as well as a broader clawback policy that applies to incentive compensation plans.
2026-03-19 filed proxy, compensation practices: incentive clawbacks · Filed 19/03/2026
All NEOs have met their stock ownership requirement.
2026-03-19 filed proxy, Stock Ownership Guidelines: NEO compliance · Filed 19/03/2026
The
following types of shares are taken into consideration to satisfy the ownership requirements:
•
shares owned outright by the executive or their immediate family, in street name or held in trust,
•
net shares from vested Long-Term Performance Share Unit Awards (PShares),
•
shares from Restricted Stock Unit Awards that are granted but not vested, and
•
shares
held in the deferred compensation program or in retirement plan accounts.
2026-03-19 filed proxy, Stock Ownership Guidelines: qualifying shares, including unvested RSUs · Filed 19/03/2026
In this regard, the Compensation Committee considered the following compensation program features, which balance the degree of risk taking:
•
the AIP includes multiple incentive performance measures with a balance of financial and non-financial metrics;
•
long-term incentives include multiple vehicles and performance metrics and three-year overlapping performance periods that are aligned with long-term stock ownership requirements;
•
incentive metrics, performance goals, and capital allocation require multiple approval levels and oversight;
•
total compensation pay mix includes effective and market aligned balance of short and long-term incentive compensation elements;
•
incentive compensation is balanced by formulaic and discretionary funding;
•
short and long-term incentive awards contain award caps or modifiers;
•
reasonable change-in-control and severance benefits are within common market norms;
•
clawback provisions exceed regulatory mandates; and
•
consistent and meaningful stock ownership requirements create sustained and consistent ownership stakes.
2026-03-19 filed proxy, compensation risk assessment: incentive structure and oversight · Filed 19/03/2026
Board Governance
Our corporate governance structure consists of certain elements,
including the following:
Independent Board Chair
Chief Executive Officer and Board Chair roles are separate
Committee Independence
100% of our committees are comprised of independent directors
Director Stock Ownership
Robust ownership requirements
(i.e., 5x annual cash retainer)
Board Self-Evaluations
Annual evaluations for full Board which includes director interviews
Outside Board Service Limit
Maximum of 3 other public company Boards (CEO may only serve on the Board of one other public company)
Mandatory Director Retirement
By the annual meeting of shareholders following a director’s 80th birthday
Committee Self-Evaluations
Annual evaluations for each committee
Succession Planning
Annual evaluation of management succession and leadership
Governance Assessment
Annual review/assessment of governance policies
Enterprise Risk
Board oversight of enterprise risk,
2026-03-19 filed proxy, Board Governance: committee independence and evaluation practices; chair separation subsequently superseded · Filed 19/03/2026
Lawless as Chair of the Board, the Board elected Joseph Dominguez, the Company’s President and Chief Executive Officer, to serve as Chair of the Board, effective August 4, 2026.
2026-08-05 filed Form 8-K: CEO appointed board chair effective August 4, 2026 · Filed 05/08/2026
As a result of Mr. Dominguez being named Chair of the Board, Charles Harrington, Chair of the Corporate Governance Committee of the Board, will also serve as Lead Independent Director of the Board.
2026-08-05 filed Form 8-K: lead independent director appointment · Filed 05/08/2026
1.Elected eleven director nominees to the Board of Directors, each for a term of one year;
2026-05-01 filed annual-meeting results: completed one-year director elections · Filed 01/05/2026
•Pin Oak Creek Energy Center Reaches Commercial Operation: On April 30, 2026, our Pin Oak Creek Energy Center achieved commercial operation.
2026-05-11 filed earnings release: Pin Oak Creek commercial operation on April 30, 2026 · Filed 11/05/2026
Key Highlights 5 License renewals filed for Ginna and Nine Mile Point Clean Energy Centers Great Place To Work® Certified , DisabilityIN World’s Top Disability Inclusive Business recognition, and Civic 50® honoree Q2 GAAP earnings of $1.42 per share (1) Q2 Adjusted Operating Earnings* of $2.55 per share (1) Raising full-year Adjusted Operating Earnings* guidance range to $11.50 - $12.50 per share (1) Signed ~920 MWs of long-term nuclear PPAs Note: GAAP to Non-GAAP reconciliations for Adjusted Operating Earnings* can be found on page 30 of the Appendix (1) Q2 2026 earnings per share is based on average diluted common shares outstanding of 360 million and revised full-year 2026 earnings guidance is based on expected average diluted common shares outstanding of 357 million Nine Mile Point Clean Energy Center ~$2.2B deployed YTD for accretive share repurchases Key FERC and NRC approvals received for Crane Clean Energy Center On path to regulatory clarity in PJM in 2H 2026 Brazos Valley Energy Center sale will satisfy final DOJ condition of Calpine acquisition
2026-08-06 filed second-quarter presentation, page 5: signed nuclear PPAs, filed license renewals and regulatory milestones · Filed 06/08/2026
Capacity factors for periods in prior years may not tie to previous earnings presentations due to change in methodology for comparison purposes, however full-year reported capacity factors are not impacted.
2026-08-06 filed second-quarter presentation, page 10: capacity-factor methodology comparability qualification · Filed 06/08/2026
Unless otherwise noted, information in this Form 10-K excludes Calpine.
2026-02-24 filed 2025 Form 10-K, General: Calpine excluded unless otherwise noted · Filed 24/02/2026
