Pennsylvania1310 Point StreetBaltimoreMaryland21231(610)765-5959Pennsylvania200 Exelon WayKennett SquarePennsylvania19348-2473(610)765-5959☐00018682750001168165False00018682752022-03-102022-03-100001868275ceg:ConstellationEnergyGenerationLLCMember2022-03-102022-03-10
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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| FORM | 8-K | |
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| CURRENT REPORT | |
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| March 10, 2022 | |
| Date of Report (Date of earliest event reported) | |
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Commission
File Number | | Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number | | IRS Employer Identification Number |
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| 001-41137 | | CONSTELLATION ENERGY CORPORATION | | 87-1210716 |
| | (a Pennsylvania corporation) 1310 Point Street Baltimore, Maryland 21231 (610) 765-5959 | | |
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| 333-85496 | | CONSTELLATION ENERGY GENERATION, LLC | | 23-3064219 |
| | (a Pennsylvania limited liability company) 200 Exelon Way Kennett Square, Pennsylvania 19348-2473 (610) 765-5959 | | |
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| CONSTELLATION ENERGY CORPORATION: | | | | |
| Common Stock, without par value | | CEG | | The Nasdaq Stock Market LLC |
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Indicate by check mark whether any of the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ |
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| If an emerging growth company, indicate by check mark if any of the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Section 8 - Other Events
Item 8.01. Other Events
In light of reports regarding proposed U.S. government sanctions on Russian energy exports, the potential for sanctions on Russian nuclear fuel supply and enrichment activities, as well as yet undefined action by Russia to limit energy deliveries, Constellation Energy Corporation and Constellation Energy Generation, LLC (the “Company”) are reporting that none of the Company's existing nuclear fuel contracts have been affected by current sanctions, and the Company has enough nuclear fuel to support all of its refueling needs for multiple years, regardless of any potential sanctions. The Company’s nuclear fuel supply reflects its strategy of working with a diverse set of domestic and international suppliers years in advance.
Looking forward, the Company is taking affirmative steps by working with our diverse set of suppliers to ensure we are able to secure the nuclear fuel needed to continue to operate our fleet long-term. The Company is also working with Federal policymakers and other stakeholders to facilitate the expansion of domestic conversion and enrichment capacity to cover any potential supply gaps.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. | | | | | | | | |
| Exhibit No. | | Description |
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| 101 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 104 | | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
* * * * *
This combined Current Report on Form 8-K is being furnished separately by Constellation Energy Corporation (“CEG Parent”) and Constellation Energy Generation, LLC (“Constellation”, and together with “CEG Parent”, “Registrants”). Information contained herein relating to any individual Registrant has been furnished by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.
This report 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.
The factors that could cause actual results to differ materially from the forward-looking statements made by the Registrants include those factors discussed herein as well as the items discussed in (1) its 2021 Annual Report on Form 10-K in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and Contingencies and (2) other factors discussed in the Registrants filings with the Securities and Exchange Commission.
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 Current Report on Form 8-K. Neither of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| CONSTELLATION ENERGY CORPORATION |
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| /s/ Daniel L. Eggers |
| Daniel L. Eggers |
| Executive Vice President and Chief Financial Officer |
| Constellation Energy Corporation |
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| CONSTELLATION ENERGY GENERATION, LLC |
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| /s/ Daniel L. Eggers |
| Daniel L. Eggers |
| Executive Vice President and Chief Financial Officer |
| Constellation Energy Generation, LLC |
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March 10, 2022
EXHIBIT INDEX
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| Exhibit No. | | Description |
| | |
| 101 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 104 | | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |