Shareholders' Equity

9 Months Ended

Sep. 30, 2024

Share Repurchase Program (CEG Parent)

During 2023, our Board of Directors authorized the repurchase of up to $2 billion of the Company's outstanding common stock. In April 2024, our Board of Directors approved a $1 billion increase to the program, authorizing up to $3 billion in total repurchases. As of September 30, 2024, there was approximately $991 million of remaining authority to repurchase shares of the Company's outstanding common stock. No other repurchase plans or programs have been authorized. See Note 20 — Shareholders' Equity of our 2023 Form 10-K for additional information on our share repurchase program.

During the nine months ended September 30, 2024, we repurchased from the open market 1.2 million shares of our common stock for a total cost, inclusive of taxes and transaction costs, of $150 million. There were no open market repurchases for the three months ended September 30, 2024. During the three and nine months ended September 30, 2023, we repurchased from the open market 2.3 million and 8.5 million shares, respectively, of our common stock for a total cost, inclusive of taxes and transaction costs, of $253 million and $756 million, respectively.

In 2024, we entered into ASR agreements with financial institutions to initiate share repurchases of our common stock. Under the ASR agreements, we paid a specified amount to the financial institution and received an initial delivery of shares of common stock, which resulted in an immediate reduction in the number of our shares outstanding. Based on the terms of the ASR agreements below, we received an initial share delivery based on 80% of the ASR agreements' cost. Upon settlement of the ASR agreements, the financial institution delivers additional incremental shares. The total number of shares ultimately delivered, and therefore the average price paid per share, is determined at the end of the applicable purchase period of each ASR agreement based on the average of the daily-volume weighted average share price, less a discount.

The following table summarizes each ASR agreement for the nine months ended September 30, 2024:


(in millions, except average price paid per share)
ASR Agreement Initiation	Total Cost		Initial Shares Received	ASR Agreement Settlement	Additional Shares Received(a)	Total Number of Shares Purchased	Average Price Paid per Share
March 2024	$	354	1.7	May 2024	0.2	1.9	$	182.65
May 2024	$	505	1.8	July 2024	0.6	2.4	$	211.40

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(a)The 0.6 million additional shares received and settled in July 2024 were rounded for footing.

Changes in Accumulated Other Comprehensive Loss (All Registrants)

The following tables present changes in AOCI, net of tax, by component:


Three Months Ended September 30, 2024	Gains (losses) on Cash Flow Hedges		Pension and OPEB Items(a)		Foreign Currency Items		Total
Beginning balance	$	(8)	$	(2,125)	$	(28)	$	(2,161)

OCI before reclassifications	—		—		12		12
Amounts reclassified from AOCI	1		14		—		15
Net current-period OCI	1		14		12		27
Ending balance	$	(7)	$	(2,111)	$	(16)	$	(2,134)

Three Months Ended September 30, 2023
Beginning balance	$	(9)	$	(1,768)	$	(23)	$	(1,800)

OCI before reclassifications	—		—		(2)		(2)
Amounts reclassified from AOCI	—		5		—		5
Net current-period OCI	—		5		(2)		3
Ending balance	$	(9)	$	(1,763)	$	(25)	$	(1,797)


Nine Months Ended September 30, 2024
Beginning balance	$	(10)	$	(2,157)	$	(24)	$	(2,191)

OCI before reclassifications	—		(4)		8		4
Amounts reclassified from AOCI	3		50		—		53
Net current-period OCI	3		46		8		57
Ending balance	$	(7)	$	(2,111)	$	(16)	$	(2,134)


Nine Months Ended September 30, 2023
Beginning balance	$	(9)	$	(1,725)	$	(26)	$	(1,760)

OCI before reclassifications	(1)		(53)		1		(53)
Amounts reclassified from AOCI	1		15		—		16
Net current-period OCI	—		(38)		1		(37)
Ending balance	$	(9)	$	(1,763)	$	(25)	$	(1,797)

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(a)AOCI amounts are included in the computation of net periodic pension and OPEB cost. See Note 9 — Retirement Benefits for additional information. See our Statements of Operations and Comprehensive Income for individual components of AOCI.

The following table presents income tax (expense) benefit allocated to each component of our other comprehensive income (loss):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Pension and OPEB plans:

Actuarial loss reclassified to periodic benefit cost	$	(5)	$	(3)	$	(18)	$	(8)
Pension and OPEB plans valuation adjustment	—		—		2		18