v3.26.1
Mergers, Acquisitions, and Dispositions (Tables)
 3 Months Ended
Mar. 31, 2026
Mergers, Acquisitions, and Dispositions [Abstract]  
Business Combination
The following table summarizes the components of the total merger consideration transferred. There was no contingent consideration associated with the acquisition.
Fair value of CEG Parent common stock issued(a)
$17,603 
Cash consideration(b)
4,342 
Fair value of common stock subject to vesting period attributable to post-combination expense(c)
(96)
Effective settlement of preexisting relationships(14)
Total merger consideration$21,835 
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(a)Represents the fair value of approximately 50 million shares of CEG Parent common stock issued in connection with the acquisition, calculated using CEG Parent’s closing stock price of $354.58 on January 6, 2026, the last trading day prior to the Acquisition Date. The fair value of the stock consideration is based on an observable market price and represents a Level 1 fair value measurement.
(b)Represents cash paid to Calpine shareholders in connection with the acquisition. The amount reflects the $4.5 billion base cash consideration per the Merger Agreement, reduced by certain adjustments based on contractual terms also specified in the Merger Agreement.
(c)Certain CEG Parent common stock issued to Calpine employees in exchange for their equity interests is subject to a vesting period of up to 26 months and has been excluded from merger consideration. These amounts will be recognized as stock-based compensation expense over the applicable vesting period in accordance with authoritative guidance.
Purchase Price Allocation
The following table presents the preliminary allocation of the total merger consideration to the identifiable assets acquired and liabilities assumed as of the Acquisition Date. The allocation is preliminary and subject to revision during the measurement period, which will not exceed one year from the Acquisition Date. Adjustments to provisional amounts will be recognized in the reporting period in which they are identified, with a corresponding adjustment to goodwill.
Assets acquired:
Cash and cash equivalents$1,540 
Restricted cash and cash equivalents261 
Accounts receivable761 
Derivative assets2,140 
Inventories989 
Assets held for sale(a)
5,603 
Property, plant, and equipment18,481 
Renewable energy credits180 
Unamortized energy contracts(b)
2,133 
Other assets700 
Total assets acquired$32,788 
Liabilities assumed:
Accounts payable and accrued expenses$1,601 
Long-term debt (including amounts due within one year)(c)
12,551 
Derivative liabilities644 
Renewable energy credit obligation258 
Deferred income taxes and unamortized ITCs4,083 
Asset retirement obligations350 
Unamortized energy contracts(b)
1,815 
Other liabilities758 
Total liabilities assumed22,060 
Net identifiable assets acquired10,728 
Goodwill(d)
11,107 
Total consideration transferred$21,835 
(a) Assets Held for Sale. Reflects the Acquisition Date fair value, less costs to sell, for the six generating assets required to be divested. Depreciation and amortization of these assets ceased upon classification as held for sale. No impairment has been recognized subsequent to initial classification. The following table presents the carrying amounts of the major classes of assets and liabilities classified as held for sale as of the Acquisition Date:
Assets held for sale:
Property, plant and equipment
$5,454 
Inventories136 
Other assets13 
Total assets held for sale$5,603 
Liabilities associated with assets held for sale:
Asset retirement obligations$16 
Other liabilities82 
Total liabilities associated with assets held for sale$98 
(b) Unamortized Energy Contracts. The following table summarizes the classification and amounts of UECs in the Consolidated Balance Sheets as of the Acquisition Date:
Other current assets$517 
Other deferred debits and other assets1,616 
Other current liabilities367 
Other deferred credits and other liabilities1,448 
(c) Long-term Debt (including amounts due within one year). We assumed total debt of $12,551 million at estimated fair value as of the Acquisition Date, comprising $279 million classified as Long-term debt due within one year and $12,272 million classified as Long-term debt, in the Consolidated Balance Sheets. See Note 13 — Debt and Credit Agreements for additional information.
(d) Goodwill. Represents the excess of the purchase price over the estimated fair value of the net assets acquired. Goodwill recognized primarily reflects the expected benefits from increased scale and meaningful market diversification, complementary generation and retail capabilities, and an enhanced ability to meet growing demand with a broader array of energy and sustainability products, to the extent such benefits are not separately recognizable as identifiable intangible assets. Goodwill will be assigned to the reporting units expected to benefit from the acquisition. The assignment of goodwill to the reporting units has not been completed as of the date of these financial statements due to the preliminary nature of the purchase price allocation. The goodwill recognized in connection with the acquisition is not expected to be deductible for income tax purposes.
Pro Forma Information
The following unaudited pro forma financial information for the three months ended March 31, 2026 and 2025 assumes that the acquisition occurred on January 1, 2025. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of the results of operations that would have occurred had the acquisition been completed on January 1, 2025. The unaudited pro forma financial information is not indicative of the future results of operations, which may differ materially from the pro forma financial information presented here.
Three Months Ended March 31,
Unaudited pro forma financial information20262025
Operating revenues$11,352 $9,321 
Net income(a)
1,590 147 
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(a)Reflects Net income attributable to common shareholders for CEG Parent and Net income attributable to membership interest for Constellation