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Constellation Energy
 Q3 2006 Earnings

    October 27, 2006
Forward-looking Statements Disclaimer
Certain statements made in this presentation are forward-looking statements and may contain words such as “believes,” “anticipates,” “expects,”
“intends,” “plans,” and other similar words. We also disclose non-historical information that represents management’s expectations, which are
based on numerous assumptions. These statements are not guarantees of future performance and are subject to risks and uncertainties that could
cause actual results to be materially different from projected results. These risks include, but are not limited to: the timing and extent of changes
in commodity prices for energy including coal, natural gas, oil, electricity, nuclear fuel, and emissions allowances; the timing and extent of
deregulation of, and competition in, the energy markets, and the rules and regulations adopted on a transitional basis in those markets; the
conditions of the capital markets, interest rates, availability of credit, liquidity and general economic conditions, as well as Constellation Energy’s
and BGE’s ability to maintain their current credit ratings; the ability to attract and retain customers in our competitive supply activities and to
adequately forecast their energy usage; the effectiveness of Constellation Energy’s and BGE’s risk management policies and procedures and the
ability and willingness of our counterparties to satisfy their financial and other commitments; the liquidity and competitiveness of wholesale
markets for energy commodities; uncertainties associated with estimating natural gas reserves, developing properties and extracting gas;
operational factors affecting the operations of our generating facilities (including nuclear facilities) and BGE’s transmission and distribution
facilities, including catastrophic weather-related damages, unscheduled outages or repairs, unanticipated changes in fuel costs or availability,
unavailability of coal or gas transportation or electric transmission services, workforce issues, terrorism, liabilities associated with catastrophic
events, and other events beyond our control; the inability of BGE to recover all its costs associated with providing electric residential customers
service; the effect of weather and general economic and business conditions on energy supply, demand, and prices; regulatory or legislative
developments that affect deregulation, transmission or distribution rates, demand for energy, or that would increase costs, including costs related
to nuclear power plants, safety, or environmental compliance; the actual outcome of uncertainties associated with assumptions and estimates
using judgment when applying critical accounting policies and preparing financial statements, including factors that are estimated in applying
mark-to-market accounting, such as the ability to obtain market prices and in the absence of verifiable market prices, the appropriateness of
models and model impacts (including, but not limited to, extreme contractual load obligations, unit availability, forward commodity prices,
interest rates, correlation and volatility factors); changes in accounting principles or practices; losses on the sale or write-down of assets due to
impairment events or changes in management intent with regard to either holding or selling certain assets; our ability to successfully identify and
complete acquisitions and sales of businesses and assets; cost and other effects of legal and administrative proceedings that may not be covered by
insurance, including environmental liabilities; Given these uncertainties, you should not place undue reliance on these forward-looking statements.
Please see our periodic reports filed with the SEC for more information on these factors. These forward-looking statements represent estimates and
assumptions only as of the date of this presentation, and no duty is undertaken to update them to reflect new information, events or
circumstances.




                                                                                                                                                          2
Use of Non-GAAP Financial Measures
Constellation Energy presents adjusted earnings per share (adjusted EPS) in addition to its reported earnings per share in accordance with generally
accepted accounting principles (reported GAAP EPS). Adjusted EPS is a non-GAAP financial measure that differs from reported GAAP EPS because it
excludes the cumulative effects of changes in accounting principles, discontinued operations, special items (which we define as significant items
that are not related to our ongoing, underlying business or which distort comparability of results) included in operations, the impact of certain
economic, non-qualifying hedges, and synfuel earnings. The mark-to-market impact of these hedges is significant to reported results, but
economically neutral to the company in that offsetting gains or losses on underlying accrual positions will be recognized in the future. We present
adjusted EPS because we believe that it is appropriate for investors to consider results excluding these items in addition to our results in
accordance with GAAP. We believe such measures provide a picture of our results that is comparable among periods since it excludes the impact of
items such as workforce reduction costs or gains and losses on the sale of assets, which may recur occasionally, but tend to be irregular as to
timing, thereby distorting comparisons between periods. However, investors should note that these non-GAAP measures involve judgments by
management (in particular, judgments as to what is classified as a special item or an economic, non-qualifying hedge to be excluded from adjusted
earnings). These non-GAAP measures are also used to evaluate management's performance and for compensation purposes. Constellation Energy
also provides its earnings guidance in terms of adjusted EPS. Constellation Energy is unable to reconcile its guidance to GAAP earnings per share
because we do not predict the future impact of special items, economic, non-qualifying hedges or synfuel earnings due to the difficulty of doing so.
The impact of special items, economic, non-qualifying hedges, or synfuel earnings could be material to our operating results computed in
accordance with GAAP. We note that such information is not in accordance with GAAP and should not be viewed as an alternative to GAAP
information. A reconciliation of pro-forma information to GAAP information is included either on the slide where the information appears or on
one of the slides in the Non-GAAP Measures section provided at the end of the presentation. Please see the Summary of Non-GAAP Measures
included to find the appropriate GAAP reconciliation and its related slide(s). These slides are only intended to be reviewed in conjunction with the
oral presentation to which they relate.




                                                                                                                                                       3
Merger Termination
• Reached joint and amicable agreement with FPL Group to terminate
  merger
   – Termination request initiated by Constellation
   – Tremendous respect for FPL Group
• Risks and uncertainties in Maryland too significant to overcome
   – Created potential for protracted and open-ended merger review process
   – Company minimized distractions from merger process and focused on
     delivering results in the interim
   – Imprudent to expose commercial businesses to indefinite uncertainty
• Termination not driven by any single or isolated event
   – Recognition that no clear path led to merger completion
   – No events on the horizon would create certainty in the near term
• Right decision for shareholders to focus Constellation’s efforts on
  growth that the company can control
• Working constructively to balance needs of Maryland and maintaining
  a financially healthy utility
                                                                             4
Q3 2006 Adjusted EPS Summary
                                                       Q3 2006       Q3 2005
($ per share)

GAAP Earnings                                            $1.79         $1.03

   Special Items                                          0.08          -

   (Gain) / Loss on Economic Non-Qualifying Hedges       (0.20)         0.13

   Synfuel Earnings                                      (0.11)        (0.08)

Adjusted Earnings                                       $1.56          $1.08

Q3 Earnings Guidance                                 $1.10 - $1.25


           A proven business model, crisp execution and rigorous risk
          management has enabled Constellation to deliver 20 consecutive
             quarters of meeting or exceeding management guidance
                                                                                5
See Appendix
Q3 2006 Operating Highlights
• Merchant business delivered exceptional results in all areas
  – Commodities
        Delivered strong new business growth via power and portfolio management and
        trading
        Sustained pattern of adding to backlog of future earnings
  – NewEnergy
        Continued gross margin improvement driven by improved pricing and lower costs to
        serve load
        Strong third quarter sales volumes and high retention rates
  – Generation
        Improving results driven by roll off of below-market sales from the fleet
        On target to achieve full-year productivity target for 2006

• BGE performing in line with expectations
• S&P upgraded CEG senior unsecured debt rating to BBB+ from BBB
                                                                                           6
Sale of Gas-fired Merchant Plants
• Announced sale of gas-fired generation plants to Tenaska Power Fund L.P. on
  October 11, 2006, for $1.635 billion in cash
    –   Plants sold on a merchant basis
    –   After-tax proceeds expected to be approximately $1.5 billion
    –   Expect closing by end of 2006 or in early 2007
• Continuation of a consistent pattern to evaluate owned and prospective assets
  and buy or sell when values are attractive
• If proceeds used to repurchase debt and equity proportional to existing capital
  structure, transaction would be neutral in 2007 and accretive thereafter
• Proceeds expected to be applied to debt reduction
    –   Should reach long-term target net debt to total capital ratio of 40% upon completion of divestiture
    –   Balance of proceeds and future free cash flow will be available to invest in growth businesses or to
        repurchase debt and equity to maintain long-term leverage ratio
• Including effect of de-levering, transaction will be modestly dilutive through
  2009 and accretive thereafter
• Continue to evaluate opportunities to grow our asset base

                                                                                                           7
Strategic Fundamentals
• Business built on foundation of low-cost baseload fleet
   – High quality assets located in high-value markets

• Industry-leading intermediation businesses
   – Significantly leveraging the value of our physical asset base
   – Provide high-value products and services to customers

• Strong cash flow generation and solid balance sheet
  enables deployment of capital to continue growth
   – Solid track record of managing capital investment to achieve
     above-hurdle rate returns throughout the commodity cycle


                                                                     8
Long-term Growth
Supportive Long-term Commodity Price Outlook
                                               Expiration of hedges established in 2004 and early 2005
Roll off of Below-Market Fleet Sales           for 2006-2007 imply growing 2008 and 2009 margins
                                               Expiration of Nine Mile Point PPA in 2009 and 2011



Fundamental Growth Drivers

                                           Wholesale
                                             Pattern of building backlog
                                             Moderating new business growth
     Growing Market Share as               Retail (commercial & industrial)
    Commodities Intermediary                 Realistic switched market growth
                                             Modest market share gains
                                             Modestly improving margins

                                               Specific targets, detailed plans
           Productivity                        Pattern of execution
                                               Ginna Uprate

                                               Generate strong cash flow
                                               Invest in above hurdle rate projects
    Reinvestment of Cash Flow                  If none identified – return cash to shareholders as
                                               possible


                                                                                                         9
Solid Base of Growing Earnings
                                3.0

                                2.5
                                                                                                                               Commodities New Business
          EBITDA ($ billions)




                                2.0

                                                                             Commodities Backlog at 9/30
                                1.5
                                                                                       Retail Businesses

                                1.0                                                    Generation Fleet


                                0.5
                                                                                            BGE

                                0.0
                                  2004                          2005                           2006                           2007                        2008

                                         Utility   Generation    Retail Businesses   Commodities - Backlog at 9/30   Commodities - New Business



      • Earnings from low-risk sources represent 87% of 2007 EBITDA and 86% of 2008 EBITDA
                       - Base of utility earnings
                       - Highly hedged generation output
                       - Retail businesses (NewEnergy) with high customer retention rates
                       - Strong Commodities backlog of already-originated transactions
                                                                                                                                                                 10
Note: Includes gas-fired merchant plants, except High Desert
Long-term Earnings Outlook
                                                                                                               Earnings per Share
                          Earnings per Share
                                                                                                        (Including Impact of Plant Sale)
                 (Excluding Impact of Plant Sale)                                             $6.00
         $6.00
                                                                                                                                                5.25 - 5.75
                                                             5.25 - 5.75




                                                                                              $5.00
         $5.00
                                                                                                                                  4.30 - 4.65
                                              4.40 - 4.65




                                                                              ($ per share)
                               3.65 - 3.80
                                                                                              $4.00
         $4.00
                                                                                                                    3.30 - 3.45
                   3.28

                                                                                                       2.90
                                                                                              $3.00
         $3.00




                                                                                              $2.00
         $2.00
                                                                                                      2005           2006E         2007E         2008E
                 2005           2006E          2007E           2008E
                                   (1)                                                                                      (2)
                    Adjusted EPS              EPS Guidance                                                   Adjusted EPS            EPS Guidance
   (1) Adjusted for the effect of special items, certain economic, non-qualifying hedges and synfuel earnings
   (2) Adjusted for the effect of special items, certain economic, non-qualifying hedges, synfuel earnings, and impacts of gas-fired generation plant

       sales

  • Business outlook for Constellation Energy continues to gain momentum
  • Raising 2006 earnings guidance to $3.65 - $3.80 per share from $3.35 - $3.65 per share
    excluding impact of gas-fired generation sale
  • Increasing confidence in ability to deliver on 2007 and 2008 guidance
                                                                                                                                                              11
See Appendix
Financial Overview


    E. Follin Smith
Q3 2006 Adjusted EPS Summary
                                                     Q3 2006        Q3 2005
($ per share)


GAAP Earnings                                          $1.79          $1.03


  Special Items                                         0.08           -


  Synfuel Earnings                                     (0.11)         (0.08)


  (Gain) / Loss on Economic Non-Qualifying Hedges      (0.20)          0.13


Adjusted Earnings                                     $1.56           $1.08


Q3 Guidance                                         $1.10 - $1.25




See Appendix
                                                                               13
Q3 2006 Segment Earnings Per Share                                                                            (1)

($ per share)
                                                                                                                      Change


                                                                                    Q3 2006         Q3 2005         EPS         %


BGE                                                                                      $0.20       $0.24      ($0.04)        (17%)


Merchant                                                                                     1.34     0.84          0.50        60%


Other Non-regulated                                                                          0.02     -             0.02         NM


Adjusted Earnings Per Share                                                              $1.56      $1.08       $0.48           44%

Q3 2006 Earnings Guidance                                                           $1.10 - $1.25



(1)   Excludes special items, certain economic, non-qualifying hedges and synfuel earnings

See Appendix

                                                                                                                                       14
BGE
Adjusted Earnings vs. Guidance
                                                 Q3 2006
($ per share)


                                        Actual             Guidance

Adjusted Earnings                        $0.20             $0.17 - $0.22



Adjusted Earnings vs. Prior Year
($ per share)


                                   Q3 2006       Q3 2005       Change

Adjusted Earnings                   $0.20         $0.24         ($0.04)




See Appendix
                                                                           15
Merchant
Adjusted Earnings vs. Guidance
                                                                                                                 Q3 2006
($ per share)


                                                                                                  Actual                       Guidance
                                                                                                           (1)



Adjusted Earnings                                                                                      $1.34                $0.90 - $1.05



Adjusted Earnings vs. Prior Year
                                                                                             Q3 2006             Q3 2005              Change
($ per share)


Adjusted Earnings (1)                                                                         $1.34                 $0.84                 $0.50

Variance Primarily Due to:
+34¢ Commodities New Business / Backlog / Lower Cost to Serve Load                                      -18¢ Inflation, Interest, Other
+17¢ Mid-Atlantic Price / CTC
+14¢ New Energy
+3¢ Generation and Headquarters Productivity
(1)
      Excludes special items, certain economic, non-qualifying hedges and synfuel earnings
See Appendix


                                                                                                                                                  16
Merchant – Income Statement                                                                (1)

                                                                                                           Change

                                                                                                    $
                                                      Q3 2006                     Q3 2005        B / (W)             %
  ($ in millions)

  Mid-Atlantic Fleet                                    $285                         $231         $54               23%
  Plants with PPAs                                       227                         234           (7)              (3%)
  Qualifying Facilities/Other                             22                          21           1                 5%
  Wholesale Competitive Supply                           288                         123          165               134%
  NewEnergy                                              109                          52           57               110%
  Gross Margin                                           931                         661          270               41%
  O&M                                                    362                         260         (102)              (40%)
  D&A                                                     75                          76           1                 1%
  Other Expense                                           39                          38           (1)              (3%)
       Total Costs below Gross Margin                    476                         374         (102)              (28%)
  EBIT                                                   455                         287          168               59%
       Net Interest Expense                               52                          40          (12)              (33%)
  Pre-Tax Income                                         403                         247          156               63%
       Income Tax                                        159                          95          (64)              (67%)
  Net Income                                            $244                        $152          $ 92              60%

 (1)Excludes special items, certain economic, non-qualifying hedges and synfuel earnings
                                                                                                                            17
  See Appendix
Wholesale Competitive Supply                                                                                   (1)

                                                                                                                                               Change
($ in millions)

                                                                            Q3 2006                      Q3 2005                          $                      %

                                                                 (2)
Total Already Originated Business                                                $52                          $62                      ($10)

New Business

                                              (2)
      Originated & Realized                                                      100                            23                        77

      Portfolio Management & Trading                                             123                            30                        93

Total New Business Realized (2)                                                  223                            53                      170

                                                      (2)
      Total Contribution Margin                                               $275                         $115                      $160                    139%

(1)   Excludes special items, certain economic, non-qualifying hedges and synfuel results
(2)   Includes power, gas (non-project), and coal gross margin and gas project margin (projected revenue less operating, depreciation, depletion and interest expenses
      incurred at the project level). Including gas project-level expenses of $14 million in Q3 2006 and $8 million in Q3 2005, total wholesale competitive supply gross
      margin in Q3 2006 and Q3 2005 was $288 million and $123 million respectively.

See Appendix
                                                                                                                                                                       18
Wholesale Competitive Supply: Origination
Total Wholesale Competitive Supply Origination Value to be Realized (1)

($ in millions)
                                                  Q3 2006                      Q3 2005                     Q1 – Q3 2006                     Q1 – Q3 2005
To Be Realized In:
      Current Year                                         $180                               $64                          $604                                 $200
      Future Years                                           142                               88                            425                                 322
Total Originated                                           $322                              $152                      $1,029                               $522



Current Year Target                                                                                                        $536                                 $268

% of Revised Current Year Target Achieved                                                                                 113%                                  75%


Total Origination Target                                                                                                   $908                                 $504
                                          (2)


% of Revised Total Origination Target Achieved                                                                            113%                             104%


(1)   Includes power, gas (non-project), and coal gross margin and gas project margin (projected revenue less operating, depreciation, depletion and interest
      expenses incurred at the project level)
(2)   Includes gross margin originated to be realized in the current year and future years                                                                             19
Wholesale Competitive Supply Backlog
                                                                 Backlog (1)
                         $1,000
                                                                (as of 9/30/06)


                                                                                                  New Business Since
                          $750                                                                             (2)
                                                                                                  12/31/05
                                                                                                                                  (3)
                                                                                                  Value as of 12/31/05
         $ in millions




                                            604
                          $500

                                                                               209
                          $250                                                                                      98
                                            300
                                                                               241                                 194
                            $0
                                           2006                               2007                               2008
(1) Includes power, gas (non-project), and coal gross margin and gas project margin (projected revenue less operating, depreciation, depletion
     and interest expenses incurred at the project level)
(2) Includes portfolio value changes for downstream gas and coal
                                                                                                                                                 20
(3) Reflects portfolio pricing on 12/15/05
NewEnergy: Improving Performance
               Electric Volume Delivered (GWh)                                    Realized Electric Gross Margin (GM / MWh)
75
                                                                      $5.00

50

                                                                      $3.00
25


 0
                                                                      $1.00
               3rd Quarter                         YTD
                                                                          3Q04              1Q05               3Q05          1Q06                3Q06
                             2005                2006


                         Retention Rates                                                         Market Share (MW)
100%                                                                    16,000


                                                                        12,000


                                                                         8,000
75%
                                                                         4,000


                                                                              0
                                                                              Q4 2003                Q4 2004            Q4 2005                  Q3 2006
50%
                                                                                        New Energy                    Reliant
           3Q05         4Q05         1Q06      2Q06         3Q06                        TX U                          Great Plains
                                                                                        SUEZ                          Direc t Energy (US Only)
       Including Return to Utility      Excluding Return to Utility                     Pepc o                        Hess Corp.
                                                                                        Sempra
                                                                                                                                                       21
NewEnergy: Retail MWh Backlog
                                       Contracted Retail MWh
                                            (as of 9/30/06)
                        100

                        80
     MWhs in millions




                        60                     16

                        40
                                 64
                                               51
                        20                                     40
                                                                        19
                         0
                                2005          2006            2007      2008
                                            Delivered         Backlog



                          91% of 2006 plan MWhs delivered or contracted
                                                                               22
Limiting Variability – Portfolio Management
                                                                                                        2007                  2008                   2009

Percent Hedged as of 9/30/06

  Power                                                                                                       89%                  83%                     70%

  Fuel                                                                                                        86%                  80%                     59%

Sensitivity to Price Changes as of 9/30/06                        ($ per share)


  Power down $1/MWh, Fuel unchanged                                                                    ($0.03)               ($0.05)               ($0.08)

  Fuel down $0.10/MMBtu, Power unchanged                                                                  0.06                  0.04                  0.06

Power down $1/MWh, Fuel down $0.10/MMBtu                                                                $0.03               ($0.01)                ($0.02)


 • Accrual portfolio managed to reduce exposure of future earnings to changes
 • MTM portfolio VaR levels remain low at average of $13.9 million in Q3 2006

 Note: Percent hedged includes Mid-Atlantic Fleet, Plants with PPA’s, and wholesale and retail competitive supply power businesses. Does not include gas
 businesses or international coal business.                                                                                                                      23
Productivity
                                                       Cumulative Productivity
                                        200
                                                                                                            150
        Pre-tax Earnings ($ millions)




                                        150
                                                                                                   89 (1)
                                        100
                                                                    50
                                         50

                                           0

                                         (50)
                                                (40)
                                        (100)
                                                2004               2005                            2006     2007

                                                             Realized                        Target


  • Year-to-date, realized $39 million, or 98% of our 2006 productivity target
  • Since announcing our long-term productivity initiatives, we have added $89
    million pre-tax to ongoing annual profits
(1)   2006 Productivity target of $40 million; achieved year-to-date productivity of $39 million                   24
Q3 2006 Consolidated Cash Flow
                                                                                                 Other
                                                           Merchant            Utility          Non-Reg    Total
($ in millions)

Net Income Before Special Items                                $284                 $35             $4      $323

Depreciation & Amortization                                       79                     58          11       148

Capital Expenditures & Investments                              (147)               (78)            (10)     (235)

      Net CapEx                                                  (68)               (20)             1        (87)

Working Capital & Other                                          143             (193)               59            9
                                                                                          (1)


Pension Adjustment (pre-tax)                                                                                   33

      Free Cash Flow                                           $359              ($178)            $64      $278

Dividends                                                                                                     (68)

Equity Issuances – Benefit Plans                                                                               15

      Net Cash Flow before Debt Issuances/(Payments)                                                        $225


(1)
      Includes $176m of deferrals related to the BGE Rate Stabilization Plan
                                                                                                                       25
See Appendix
Significant Excess Liquidity
                                                           Historical Excess Liquidity
                 5.5
                 5.0
                 4.5




                                                                                                                                Excess Liquidity
                 4.0
                 3.5
($ billions)




                 3.0
                 2.5
                 2.0
                 1.5
                 1.0
                 0.5
                  -
                              (1)                                                                                                                  (2)
                  31-Dec-01         31-Dec-02 31-Dec-03 31-Dec-04 31-Mar-05 30-Jun-05 30-Sep-05 31-Dec-05 31-Mar-06 30-Jun-06 30-Sep-06

                                                             Cash & Bank Lines                Bank Line Usage


• Excess liquidity of $2 billion at the end of third quarter 2006
• Pro forma for additional $1 billion credit facility, excess liquidity at the end of the
  third quarter 2006 of more than $3 billion
   (1)         Excludes $2.5 billion bridge facility
                                                                                                                                                         26
   (2)         Pro Forma for $1 billion bank line established on 10/24/2006
Balance Sheet
                                                                                                                          Actual
                                                                                                                6/30/06            9/30/06
($ in billions)
Debt
Total Debt                                                                                                       $4.9               $4.8
Less: Cash                                                                                                       (0.2)              (0.3)
      Net Debt                                                                                                    4.7                4.4
Capital
50% Trust Preferred                                                                                              $0.1               $0.1
Equity                                                                                                            4.4                4.5
          (1)


Add Back: AOCI Balance                                                                                            1.2                1.3
                                     (2)


Total Capital                                                                                                    $10.4              $10.4
3rd Party Cash Collateral                                                                                         0.2                0.3
Adjusted Net Debt to Adjusted Total Capital                                                                     45.9%               44.3%
                                                                       (3)


(1) Includes preferred stock and minority interest
(2) Related to cash flow hedges of commodity transactions
(3) Excludes AOCI Balance related to cash flow hedges of commodity transactions and 3rd Party Cash Collateral


See Appendix

                                                                                                                                             27
Credit Metrics
                                                                                                                                           Projected (1)
                                                                                     Actual
                                                       12/31/01                     12/31/03                   12/31/05                       12/31/06

Adjusted Net Debt
                                                           54.8%                         50.6%                      43.7%                          40 %
to Capital (2)

Excess Liquidity
                                                           $0.6                          $1.9                       $2.1                          $3.0+
($ billions)

      • S&P upgraded CEG senior unsecured debt rating to BBB+
      • Credit metrics continue to strengthen
      • Additional liquidity provided by $1 billion credit facility activated upon termination
        of merger with FPL


(1)   Assumes sale of gas-fired merchant plants completed by FYE 2006
(2)   Net debt adjusted to exclude 3rd party collateral. Total capital adjusted to exclude AOCI balance related to cash flow hedges of commodity transactions, 3rd
      party collateral and AOCI balance related to changes in pension and post-retirement accounting

See Appendix
                                                                                                                                                                     28
Projected 2007 Merchant Gross Margin & EBITDA
                                                              Gross Margin                                        EBITDA
                                                                                (1)                                          (1)
($ millions)

Mid-Atlantic Fleet                                      $ 1,000        -       1,150                      $ 600        -           700

Plants with PPAs                                           575         -         675                       300         -           350

Wholesale Competitive Supply                               800         -       1,000                       500         -           600

NewEnergy                                                  435         -         505                       140         -           165

QFs/Other                                                  40          -         50                         15         -           20

    Total Merchant                                       3,050         -       3,250                     1,650         -       1,750

Negative Impact of Hedges                                  900         -         950                       900         -           950
                                     (2)



    Total Merchant - Unhedged                           $ 3,950        -       4,200                     $2,550        -       2,700


NPV of Hedges (2)                                       (2,600)        -      (2,650)
NOTE: The Merchant Segment is managed using an integrated portfolio approach. To support investors’ analytical work, Constellation has made
assumptions on the allocation of costs and expenses to the various components of the Merchant Segment in order to support analytics around
valuation. All calculations exclude High Desert Gas Plant.
(1) Includes Nuclear Fuel Amortization for Mid-Atlantic Fleet and Plants with PPAs

(2) Represents hedges on Mid-Atlantic Fleet and Plants with PPAs
                                                                                                                                              29
Long-term Earnings Outlook
                                                Actual                                          Guidance

                                                                                                  2007 (1)
($ per share)                                    2005                   2006                                                   2008                   GAGR

Prior Adjusted Earnings (2)                     $3.28              $3.35 - $3.65              $4.40 – $4.65              $5.25 - $5.75             17% - 21%


                              (2)
Adjusted Earnings                                3.28               3.65 – 3.80                4.40 - 4.65                 5.25 - 5.75             17% - 21%



High Desert                                     (0.38)                  (0.34)                     (0.10)                         -


Adjusted Earnings
                                                $2.90              $3.30 - $3.45              $4.30 - $4.65              $5.25 - $5.75             22% - 26%
excluding High Desert (3)




(1)   Preliminary guidance
(2)   Excludes special items, certain economic, non-qualifying hedges and synfuel earnings
(3)   Excludes special items, certain economic, non-qualifying hedges and synfuel earnings, and High Desert earnings, which will be classified as discontinued
      operations
See Appendix

                                                                                                                                                                 30
Q4 2006 Earnings Per Share Guidance
                                                                                                Guidance                                      Actual
                                                                                                Q4 2006                                      Q4 2005
($ per share)

Merchant                                                                                      $0.55 - $0.70                                     $0.62

      Merchant including High Desert                                                             0.65 – 0.80                                      0.72

BGE                                                                                             0.19 – 0.25                                      0.25

Other                                                                                          0.01 – (0.01)                                        -


      Adjusted Earnings Per Share                                                            $0.75 - $0.90                                      $0.87
                                                  (1)




       Adjusted Earnings Per Share including High Desert (2)                                   $0.85 - $1.00                                    $0.97


Synfuels                                                                                            $0.04                                       $0.10

(1)Excludes special items, certain economic, non-qualifying hedges and synfuel earnings, and High Desert earnings, which will be classified as discontinued operations
(2)Excludes special items, certain economic, non-qualifying hedges and synfuel earnings
 See Appendix
                                                                                                                                                                     31
Additional Modeling Information
Gas-fired Plants – Divestiture Accounting
• Financial statement impacts in Q4 2006 – all plants classified as held for sale
    –    All assets and liabilities to be disposed will be reclassified as current in the balance
         sheet
    –    Depreciation discontinued immediately
    –    Hedge accounting discontinued immediately, and prior deferred hedge gains or losses
         removed from accumulated other comprehensive income (equity) and recognized in
         earnings
• Presentation of operations beginning in Q4 2006
    –    High Desert – discontinued operations (determined to be a component for which cash
         flows and operations will be eliminated)
             Single income statement line item including both operating results and gain on sale
             All prior periods in the income statement will be reclassified to conform
    –    Other plants not classified as discontinued operations (due to the lack of separately
         identifiable cash flows and sales of a commodity in a liquid market)
             Operations prior to closing and gain on sale reported in operating results



        Divestiture will affect financial statements beginning in Q4 2006
                                                                                                    33
Discontinued Operations – High Desert
 • High Desert results will be reclassified to discontinued operations for all
   periods presented beginning with 2006 Form 10-K

                                                       2005                                        2006
                                 Q1         Q2          Q3      Q4       YTD      Q1       Q2              Q3       YTD
Adjusted EPS
      As reported              $0.64       $0.59      $1.08    $0.97    $3.28    $0.68    $0.56           $1.56    $2.80
       Discontinued
       Operations (1)          (0.09)     (0.09)      (0.10)   (0.10)   (0.38)   (0.06)   (0.09)          (0.09)   (0.24)


      Revised                  $0.55       $0.50      $0.98    $0.87    $2.90    $0.62    $0.47           $1.47    $2.56

(1)
      Excludes effects of cash flow hedges and gain on sale




      • Estimated fourth quarter impact of discontinued operation is ($0.10)
      • Estimated total 2006 impact of discontinued operations is ($0.34)
      See Appendix                                                                                                        34
Gas Plants – Gain on Sale and Proceeds
• Gain on sale of approximately $258 million pre-tax will be recognized at closing


           ( $ in millions)

           Total estimated proceeds                           $1,632
           Net assets at 9/30/06                               1,374
           Gain – pre-tax                                        258
                  – after-tax                                    164

           Estimated after-tax cash                           $1,453




• Actual proceeds and net assets sold subject to adjustment prior to closing


                                                                                 35
Collateral Positions
                                                                              Q3         Change vs.
                                                                            Change        Year-End
                                   12/31/05        6/30/06    9/30/06       B / (W)        B / (W)
($ in millions)
Cash Collateral Held                      $(401)     $(167)      $(321)         $154           $(80)

Collateral Posted
      Exchanges                            $285       $543        $762         ($219)         ($477)
      3rd Parties                            86        166         185           (19)              (99)
      Subtotal Posted                       371        709         947          (238)          (576)


      Net Cash Posted Subtotal              (30)       542         626           (84)          (656)

Letters of Credit Posted              $2,486         $1,802      $1,835         $(33)              651


      Change in Total Collateral Posted                                                            ($5)




          Shift from letters of credit to cash collateral has had little impact on our liquidity
                                                                                                      36
Synfuel Update                              (1)

                                                              YTD        2006       2007
                                                  Q3 2006   09/30/06   Estimate   Estimate
($ in millions, except per share amounts)
Pre-phase-out:

Pre-tax loss on production                         ($12)     ($67)      ($94)      ($111)
Tax benefit of pre-tax loss                          5         25        35         42
Tax credits before phase-out                        15         91        129        142
      Net income pre-phase-out                      $8        $50        $71        $72

Impact of phase-out
Tax credit phase-out percentage                               42%        42%        42%
Production expenses, net of tax                      -         $9        $11        $10

Current period credit phase-out                     (6)       (37)       (53)       (58)
Phase-out catch-up prior quarters                   19         -          -          -
      Net income impact of phase-out                $13      ($28)      ($42)      ($48)

                                                   $20        $22        $29        $24
Net synfuels income
Net synfuel EPS                                    $0.11     $0.12      $0.16      $0.14

(1)   Numbers may not sum due to rounding                                                    37
South Carolina Synfuel                                      (1)

                                                                       YTD               2006             2007
                                                   Q3 2006           09/30/06          Estimate         Estimate
($ in millions, except per share amounts)
Pre-phase-out:
Pre-tax loss on production                           ($9)              ($42)             ($62)            ($74)
Tax benefit of pre-tax loss                            3                 16                24               29
Tax credits before phase-out                          12                 59                84               92
  Net income pre-phase-out                            $7                $33               $47              $46
Impact of phase-out
Tax credit phase-out percentage                                         42%               42%              42%
Production expenses, net of tax                      ($1)                $3                $4               $4
Current period credit phase-out                       (5)               (24)              (34)             (37)
                                                                                           -
Phase-out catch-up prior quarters                     12                  -                                 -
                                                                                         ($31)
  Net income impact of phase-out                      $6               ($21)                              ($33)
Net synfuels income                                   $13               $12               $16              $13
Net synfuel EPS                                     $0.07              $0.07             $0.09            $0.07
Production (tons in millions)                         0.4               1.9               2.8              3.0

         In mid-September, South Carolina increased production from 80,000 tons to full production of 250,000 –
                                                 300,000 tons/month
                                                                                                                   38
 (1)   Numbers may not sum due to rounding
Pace Synfuel                             (1)

                                                           YTD        2006         2007
                                               Q3 2006   09/30/06   Estimate     Estimate
($ in millions, except per share amounts)
Pre-phase-out:
Pre-tax loss on production                      ($3)      ($25)      ($32)         ($37)
Tax benefit of pre-tax loss                       1         9          1            13
Tax credits before phase-out                      3         32        45            50
  Net income pre-phase-out                       $1        $16        $24          $26
Impact of phase-out
Tax credit phase-out percentage                            42%        42%          42%
Production expenses, net of tax                  $1         $6        $7            $6
Current period credit phase-out                  (1)       (13)       (18)         (21)
Phase-out catch-up prior quarters                 7         -          -             -
  Net income impact of phase-out                 $7        ($7)      ($11)         ($15)
Net synfuels income                              $8        $10        $13          $11
Net synfuel EPS                                 $0.04     $0.05      $0.07        $0.06
Production (tons in millions)                    0.1       1.1        1.5          1.7

In October, Pace synfuel facilities resumed production of approximately 150,000 tons/month
                                                                                            39
 (1)   Numbers may not sum due to rounding
Non-GAAP Appendix
Summary of Non-GAAP Measures

                                                                    Slide(s) Where Used                                                  Slide Containing
                 Non-GAAP Measure                                      in Presentation                 Most Comparable GAAP Measure       Reconciliation

Adjusted EPS                                                                              Reported GAAP EPS
 Q306 Actual                                     5, 13, 14, 15, 16                                                                       42
 Q305 Actual                                     5, 13, 14, 15, 16                                                                       42
 EPS Guidance                                    5, 11, 13, 14, 15, 16, 30, 31                                                           42
 2005 YTD Actual                                 11, 30                                                                                  43
 Q1, Q2, Q3, and 9 months 06 Actual              34                                                                                      43
 Q1, Q2, Q3, and Q4 05 Actual                    34                                                                                      43
 Q405 Actual                                     31                                                                                      44

Q306 Merchant Gross Margin                       17, 18                                   Income from Operations / Net Income            45
Q305 Merchant Gross Margin                       17, 18                                                                                  46
Q306 Merchant Below Gross Margin                 17                                                                                      45
Q305 Merchant Below Gross Margin                 17                                                                                      46

Net Cash Flow before Debt Issuances/(Payments)   25                                       Operating, Investing and Financing Cash Flow   47
Free Cash Flow                                   25                                                                                      47

Debt to Total Capital                            27, 28                                   Debt Divided by Total Capitalization           48
Projected Debt to Total Capital                  28                                                                                      48




                                                                                                                                                        41
Adjusted EPS Q306 and Q305
We exclude special items and certain economic, non-qualifying fuel adjustment clause and gas transportation and storage hedges because we believe that it
is appropriate for investors to consider results excluding these items, in addition to our results in accordance with GAAP. We have also adjusted earnings to
exclude synfuel results due to the potential volatility and phase-out of the tax credits. We believe such a measure provides a picture of our results that is
comparable among periods since it excludes the impact of items, which may recur occasionally, but tend to be irregular as to timing and magnitude, thereby
distorting comparisons between periods. However, investors should note that this non-GAAP measure involve judgment by management (in particular,
judgments as to what is or is not classified as a special item). We also use this measure to evaluate performance and for compensation purposes.
                 RECONCILIATION:
                                                                                         Merchant Regulated Regulated                       Other
                                                                                          Energy   Electric    Gas               BGE       Nonreg.         Total
                                                                                             A            B           C        D = (B+C)       E       F =(A+D+E)
                   3Q06 ACTUAL RESULTS:
                   Reported GAAP EPS                                                     $   1.57     $   0.24    $   (0.04) $     0.20    $   0.02    $       1.79    GAAP MEASURE
                   Special Items, Non-qualifying Hedges, and Synfuel Results Included in Operations:
                    Non-qualifying hedges                                                    0.20             -           -         -              -           0.20
                    Synthetic fuel facility results                                          0.11             -           -         -              -           0.11
                    Workforce reduction costs                                                (0.07)           -           -         -              -          (0.07)
                    Merger-related costs                                                     (0.01)           -           -         -              -          (0.01)
                    Total Special Items, Non-qualifying Hedges, and Synfuel Results          0.23             -           -         -              -           0.23
                   Adjusted EPS                                                          $   1.34     $   0.24    $   (0.04) $     0.20    $   0.02    $       1.56    NON-GAAP MEASURE

                   3Q05 ACTUAL RESULTS:
                   Reported GAAP EPS                                                     $   0.78     $   0.28    $   (0.04) $     0.24    $   0.01    $       1.03
                   Income from Discontinued Operations                                           -            -           -         -          0.01            0.01    GAAP MEASURES
                   EPS Before Discontinued Operations                                        0.78         0.28        (0.04)       0.24            -           1.02
                   Special Items, Non-qualifying Hedges, and Synfuel Results Included in Operations:
                    Non-qualifying hedges                                                    (0.13)           -           -         -              -          (0.13)
                    Synthetic fuel facility results                                          0.08             -           -         -              -           0.08
                    Workforce reduction costs                                                (0.01)           -           -         -              -          (0.01)
                    Total Special Items, Non-qualifying Hedges, and Synfuel Results          (0.06)           -           -         -              -          (0.06)
                   Adjusted EPS                                                          $   0.84     $   0.28    $   (0.04) $     0.24    $       -   $       1.08    NON-GAAP MEASURE


                   EARNINGS GUIDANCE
                   Constellation Energy is unable to reconcile its earnings guidance excluding special items, non-qualifying hedges, and synfuel results to GAAP
                   earnings per share because we do not predict the future impact of special items such as the cumulative effect of changes in accounting
                                                                                                                                                                                          42
                   principles, the disposition of assets, economic, nonqualifying hedges or synfuel results.
Adjusted EPS – Prior Periods
We exclude special items and certain economic, non-qualifying fuel adjustment clause and gas transportation and storage hedges because we believe that it
is appropriate for investors to consider results excluding these items, in addition to our results in accordance with GAAP. We have also adjusted earnings to
exclude synfuel results due to the potential volatility and phase-out of the tax credits. We believe such a measure provides a picture of our results that is
comparable among periods since it excludes the impact of items, which may recur occasionally, but tend to be irregular as to timing and magnitude, thereby
distorting comparisons between periods. However, investors should note that this non-GAAP measure involve judgment by management (in particular,
judgments as to what is or is not classified as a special item). We also use this measure to evaluate performance and for compensation purposes.

RECONCILIATION:
                                                                                                                               2005                                                     YTD
                                                                        Q1 05          Q2 05          Q3 05          Q4 05     Total         Q1 06         Q2 06         Q3 06         Sept 06


  ACTUAL RESULTS:
  Reported GAAP EPS                                                 $      0.68    $      0.68    $      1.03    $     1.09    $ 3.47    $     0.63    $     0.52    $     1.79    $       2.94
  Income from Discontinued Operations - High Desert                        0.09           0.09           0.10          0.10      0.38          0.06          0.09          0.09            0.24    GAAP MEASURES
  Income from Discontinued Operations - Others                             0.01           0.02           0.01          0.09      0.13           -             -             -              0.01
  Cumulative Effects of Changes in Accounting Principles                    -              -              -           (0.04)    (0.04)          -             -             -               -
  EPS Before Discontinued Operations and
   Cumulative Effects of Changes in
   Accounting Principles                                                   0.58           0.57           0.92          0.94      3.00          0.57          0.43          1.70            2.69
  Special Items and Non-qualifying Hedges Included in Operations:
    Non-qualifying hedges                                                 (0.04)         (0.02)         (0.13)         0.06     (0.14)        (0.06)          -            0.20            0.14
    Merger related transaction costs                                        -              -              -           (0.09)    (0.09)        (0.01)        (0.03)        (0.01)          (0.05)
    Workforce reduction costs                                               -              -            (0.01)          -       (0.01)          -             -           (0.07)          (0.08)
    Total Special Items and Non-qualifying Hedges                         (0.04)         (0.02)         (0.14)        (0.03)    (0.24)        (0.07)        (0.03)         0.12            0.01
  Adjusted EPS                                                             0.62           0.59           1.06          0.97      3.24          0.64          0.46          1.58            2.68    NON-GAAP MEASURE
   Synthetic fuel facility earnings                                        0.07           0.09           0.08          0.10      0.34          0.02         (0.01)         0.11            0.12
  Adjusted EPS excluding Synfuel results                            $      0.55    $      0.50    $      0.98    $     0.87    $ 2.90    $     0.62    $     0.47 $        1.47    $       2.56    NON-GAAP MEASURE




                                                                                                                                                                                                                      43
Adjusted EPS 4Q05
We exclude special items and certain economic, non-qualifying fuel adjustment clause and gas transportation hedges because we believe
that it is appropriate for investors to consider results excluding these items, in addition to our results in accordance with GAAP. We have
also adjusted earnings to exclude synfuel results due to the potential volatility and phase-out of the tax credits. We believe such a
measure provides a picture of our results that is comparable among periods since it excludes the impact of items, which may recur
occasionally, but tend to be irregular as to timing and magnitude, thereby distorting comparisons between periods. However, investors
should note that this non-GAAP measures involve judgment by management (in particular, judgments as to what is or is not classified as a
special item). We also use these measures to evaluate performance and for compensation purposes.


RECONCILIATION:
                                                                                        Merchant Regulated Regulated                Other
                                                                                         Energy   Electric    Gas       BGE        Nonreg.       Total
                                                                                           A         B         C     D = (B+C)        E       F =(A+D+E)
   4Q05 ACTUAL RESULTS:
   Reported GAAP EPS                                                                    $    0.78 $   0.17   $   0.05   $   0.22   $   0.09   $      1.09
   Income from Discontinued Operations *                                                     0.10      -          -          -         0.09          0.19    GAAP MEASURES
   Cumulative Effects of Changes in Accounting Principles                                   (0.04)     -          -          -          -           (0.04)
   EPS Before Discontinued Operations and Cumulative                                         0.72     0.17       0.05       0.22        -            0.94
   Special Items, Non-qualifying Hedges, and Synfuel Results Included in Operations:
     Synthetic fuel facility results                                                        0.10       -          -          -          -           0.10
    Non-qualifying hedges                                                                    0.06       -          -          -         -            0.06
    Merger related transaction costs                                                        (0.06)    (0.02)     (0.01)     (0.03)      -           (0.09)
    Total Special Items and Non-qualifying Hedges                                            0.10     (0.02)     (0.01)     (0.03)      -            0.07
   Adjusted EPS                                                                         $    0.62 $    0.19 $     0.06 $     0.25 $     -     $      0.87 NON-GAAP MEASURE


   * Merchant includes the reclassification of High Desert to Discontinued Operations




                                                                                                                                                                             44
Q306 Merchant Gross Margin and Below Gross Margin
We utilize the non-GAAP financial measure of Gross Margin to highlight the relationship between the costs of and prices for energy in our Merchant Energy
business categories (i.e., Mid-Atlantic Fleet, Plants with PPAs, Wholesale Competitive Supply, NewEnergy, and QFs/Other). We believe this non-GAAP measure
helps investors to better understand the changes in the level of our Merchant Energy operating results for these categories from period to period.
                               RECONCILIATION:                                                                                 Quarter Ended September 30, 2006
                                                                                                                 GAAP                              Adjustments                             Merchant
                                                                                                GAAP       Fuel & Purchased                          In Arriving                          Gross Margin
                               Merchant Revenue & Expense Categories                           Revenues     Energy Expenses      Difference       At Gross Margin             Notes       (Non-GAAP)
                                                                                                                                 ($ millions)
                               Mid-Atlantic Fleet                                             $ 1,002.2    $           605.3   $          396.9 $                (112)   a, b, c      $             285
                               Plants with PPAs                                                   255.0                 16.8              238.2                   (11)   a                          227
                               Wholesale Competitive Supply                                     1,668.9              1,469.0              199.9                    88    a , d, e                   288    **
                               NewEnergy                                                        2,094.8              1,964.9              129.9                   (20)   d                          109
                               QFs / Other                                                         28.1                  -                 28.1                    (7)   e, f                        22
                                 Total Merchant                                               $ 5,049.0    $         4,056.0   $          993.0 $                 (62)                $             931


                                                                                                                                                    Adjustments                       Merchant Below
                                                                                                                                                Arriving At Merchant                    Gross Margin
                               Total Merchant:                                                                                      GAAP        Below Gross Margin                      (Non-GAAP)
                                  Revenues less fuel and purchased energy expenses                                             $        993.0                                         $           931
                                  Operations and maintenance expenses                                                                  (372.6)                   11      g, h, i                 (362)
                                  Workforce reduction costs                                                                              (21.7)                  22      j                         -
                                  Merger-related costs                                                                                    (2.5)                    3     j                         -
                                  Depreciation, depletion, and amortization                                                              (72.9)                   (2)    h, i                      (75)
                                  Taxes other than income taxes                                                                          (32.6)                  33      k                         -
                                  Accretion of asset retirement obligations                                                              (17.1)                  17      k                         -
                                Income From Operations                                                                                    473.6                                                     494
                                  Other income / (expense)                                                                                  3.8                   (43) b, k, l                      (39)
                                EBIT                                                                                                       N/A                                                      455
                                  Fixed charges                                                                                           (51.1)                   (0) i, l                         (52)
                                Income Before Income Taxes                                                                                426.3                                                     403
                                 Income tax expense                                                                                      (141.5)                  (18) i, j, m                     (159)
                                Net Income                                                                                     $          284.8                                       $             244

                               Details of Adjustments Made in Arriving at Merchant Gross Margin:
                                a Adjustment to remove ($115 million) gain from Mid-Atlantic Fleet and ($11 million) gain from Plants with PPA's of estimated gross margin created through active portfolio
                                   management more appropriately categorized as a competitive supply activity.
                                b Adjustment to remove ($5 million) of decommissioning revenues from non-GAAP gross margin measure and included in Other Income. The offsetting decommissioning
                                  expense was recorded in accretion of asset retirement obligations.
                                c Adjustment to remove $8 million of other indirect costs from non-GAAP gross margin as they are more appropriately categorized as operating expenses.
                                d Adjustment to remove ($39 million) gain in Wholesale Competitive Supply and ($20 million) gain in NewEnergy related to economic, non-qualifying hedges of
                                   gas transport contracts.
                                e Adjustment to remove synfuel losses from Wholesale Competitive Supply gross margin of $1 million and Other gross margin of $3 million.
                                f Adjustment to reflect ($10 million) of direct costs in Other for purposes of non-GAAP gross margin measure.

                               Details of Adjustments Made in Arriving at Merchant Below Gross Margin:
                                g Adjustment detailed in quot;cquot; and quot;fquot; above are offset by adjustments made to O&M costs.
                                h Adjustment to reclassify certain allocated costs totaling $8 million from O&M to Depreciation and Amortization.
                                i Adjustment to remove Synfuel results, which are not included in determining Merchant Below Gross Margin - $1 million in O&M, $6 million in D&A, $2 million in Fixed Charges,
                                  and ($32 million) from income tax expense.
                                j Adjustment to remove Special Items and related taxes, which are not included in determining Merchant Below Gross Margin.
                                k Adjustment to reflect management's view of these items as Other Income / Expense.
                                l Adjustment to move Interest Income of $2 million recorded in Other Income / Expense to Fixed Charges (to show a fixed charge amount net of interest income).
                                m Adjustment to remove tax expense of $23 million related to gains on economic, non-qualifying hedges of gas transportation and storage contracts.



                                ** Excludes $13 million of operating expenses, depreciation, depletion and amortization, and interest expense associated with our Upstream Gas properties

                               PROJECTED GROSS MARGIN AND RESULTS BELOW GROSS MARGIN:
                                                                                                                                                                                                                 45
                               Constellation Energy is unable to reconcile its projected gross margin or results below gross margin to GAAP because we do not predict the future impact of
                               reconciling items or special items such as the cumulative effect of changes in accounting principles and the disposition of assets.
Q305 Merchant Gross Margin and Below Gross Margin
We utilize the non-GAAP financial measure of Gross Margin to highlight the relationship between the costs of and prices for energy in our Merchant Energy
business categories (i.e., Mid-Atlantic Fleet, Plants with PPAs, Wholesale Competitive Supply, NewEnergy, and QFs/Other). We believe this non-GAAP measure
helps investors to better understand the changes in the level of our Merchant Energy operating results for these categories from period to period.
                                  RECONCILIATION:                                                                                   Quarter Ended September 30, 2005
                                                                                                                    GAAP                               Adjustments                            Merchant
                                                                                                   GAAP       Fuel & Purchased                           In Arriving                         Gross Margin
                                  Merchant Revenue & Expense Categories                           Revenues     Energy Expenses       Difference       At Gross Margin          Notes         (Non-GAAP)
                                                                                                                                     ($ millions)
                                  Mid-Atlantic Fleet                                             $   746.7    $           563.8   $           182.9 $                 48     a, b        $                  231
                                  Plants with PPAs                                                   254.6                 23.7               230.9                     3    a                              234
                                  Wholesale Competitive Supply                                     1,383.0              1,252.5               130.5                    (8)   a , c, d, e                    123    **
                                  NewEnergy                                                        1,990.1              1,938.0                52.1                  -                                       52
                                  QFs / Other                                                         22.8                  -                  22.8                    (2)   d, e                            21
                                    Total Merchant                                               $ 4,397.2    $         3,778.0   $           619.2 $                 41                $                   661


                                                                                                                                                          Adjustments                     Merchant Below
                                                                                                                                                      Arriving At Merchant                 Gross Margin
                                  Total Merchant:                                                                                      GAAP           Below Gross Margin                   (Non-GAAP)
                                     Revenues less fuel and purchased energy expenses                                             $        619.2                                        $               661
                                     Operations and maintenance expenses                                                                  (273.4)                      13    f, g, h                   (260)
                                     Workforce reduction costs                                                                               (3.9)                      4    i
                                     Depreciation, depletion, and amortization                                                              (74.3)                     (2)   g, h                           (76)
                                     Taxes other than income taxes                                                                          (31.3)                     31    j                              -
                                     Accretion of asset retirement obligations                                                              (15.8)                     16    j                              -
                                   Income From Operations                                                                                    220.5                                                          325
                                     Other income / (expense)                                                                                  9.7                     (46) b, j, k                         (38)
                                   EBIT                                                                                                       N/A                                                           287
                                     Fixed charges                                                                                           (43.8)                      4k                                 (40)
                                   Income Before Income Taxes                                                                                186.4                                                          247
                                     Income tax expense                                                                                      (44.7)                    (51) h, i, l                         (95)
                                   Income from Continuing Operations                                                                         141.7                                                          152
                                    Loss from discontinued operations                                                                         (0.2)                    0.2 m                                -
                                   Net Income                                                                                     $          141.5                                      $                   152

                                  Details of Adjustments Made in Arriving at Merchant Gross Margin:
                                   a Adjustment to remove losses of $53 million from Mid-Atlantic Fleet and losses of $3 million from PPAs of estimated gross margin created through active
                                      portfolio management more appropriately categorized as a competitive supply activity.
                                   b Adjustment to remove ($5 million) of decommissioning revenues from non-GAAP gross margin measure and included in Other Income. The offsetting
                                     decommissioning expense was recorded in accretion of asset retirement obligations.
                                   c Adjustment to remove $36 million loss related to economic, non-qualifying hedges of fuel adjustment clauses and gas transport contracts.
                                   d Adjustment to remove synfuel losses from Wholesale Competitive Supply gross margin of $5 million and Other gross margin of $8 million.
                                   e Adjustment to remove indirect costs $8 million in Wholesale Competitive Supply and reflect ($10 million) in Other for purposes of non-GAAP gross margin measure.

                                  Details of Adjustments Made in Arriving at Merchant Below Gross Margin:
                                   f Adjustment detailed in quot;equot; above are offset by adjustments made to O&M costs.
                                   g Adjustment to reclassify certain allocated costs totaling $8 million from O&M to Depreciation and Amortization.
                                   h Adjustment to remove Synfuel results, which are not included in determining Merchant Below Gross Margin - $2 million in O&M, $6 million in D&A, and
                                     ($34 million) from income tax expense.
                                   i Adjustment to remove Special Items and related taxes, which are not included in determining Merchant Below Gross Margin.
                                   j Adjustment to reflect management's view of these items as Other Income / Expense.
                                   k Adjustment to move Interest Income of $4 million recorded in Other Income / Expense to Fixed Charges (to show a fixed charge amount net of interest income).
                                   l Adjustment to remove tax benefit ($15 million) related to losses on economic, non-qualifying hedges of fuel adjustment clauses and gas transport contracts.
                                   m Adjustment to remove loss from discontinued operations which is treated as a special item.

                                   ** Excludes $8 million of operating expenses, depreciation, depletion and amortization, and interest expense associated with our Upstream Gas properties

                                  PROJECTED GROSS MARGIN AND RESULTS BELOW GROSS MARGIN:
                                                                                                                                                                                                                        46
                                  Constellation Energy is unable to reconcile its projected gross margin or results below gross margin to GAAP because we do not predict the future impact of
                                  reconciling items or special items such as the cumulative effect of changes in accounting principles and the disposition of assets.
Cash Flows
The following is a reconciliation of the non-GAAP financial measures of Net Cash Flow before Debt Issuances/Payments and Free Cash Flow
for the nine months ended September 30, 2006. We utilize these non-GAAP measures because we believe they are helpful in understanding
our ability to reduce debt by existing cash.
        RECONCILIATION:
                                                                                                                2006
                                                                                                              ($ millions)
            QTD SEPTEMBER ACTUAL RESULTS:
            Net cash used in operating activities (GAAP measure)                                              582
            Adjustment for derivative contracts presented as financing activities under SFAS 149               (5)
            Adjusted Net Cash Used in Operating Activities                                                            $      577       NON-GAAP MEASURE

            Net cash used in investing activities (GAAP measure)                                                          (300)

            Net Cash Used in Financing Activities (Excl. Debt-Related Sources & Uses) *
            Common stock dividends paid                                                                        (68)
            Proceeds from issuance of common stock                                                               15
            Net proceeds from acquired contracts                                                               -
            Other financing activities, excluding SFAS 149 activities included in operating                       1
            Adjusted Net Cash Used in Financing Activities                                                                   (52)

            Net Cash Flow before Debt Issuances/(Payments)                                                                   225       NON-GAAP MEASURE

            Less: Proceeds from issuance of common stock                                                                     (15)
            Add: Common stock dividends paid                                                                                  68

            Free Cash Flow                                                                                            $      278       NON-GAAP MEASURE



            * Total GAAP Cash Used in Financing Activities (incl. debt-related sources & uses) was $189 million QTD SEPTEMBER 06.

            PROJECTED CASH FLOWS:
            Constellation Energy is unable to provide a reconciliation of these measures for Projected 2006 because it does not prepare a
            forecasted statement of cash flows on a GAAP basis.

                                                                                                                                                          47
constellation energy  	Q3 2006 Earnings Presentation

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constellation energy Q3 2006 Earnings Presentation

  • 1. Constellation Energy Q3 2006 Earnings October 27, 2006
  • 2. Forward-looking Statements Disclaimer Certain statements made in this presentation are forward-looking statements and may contain words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” and other similar words. We also disclose non-historical information that represents management’s expectations, which are based on numerous assumptions. These statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to be materially different from projected results. These risks include, but are not limited to: the timing and extent of changes in commodity prices for energy including coal, natural gas, oil, electricity, nuclear fuel, and emissions allowances; the timing and extent of deregulation of, and competition in, the energy markets, and the rules and regulations adopted on a transitional basis in those markets; the conditions of the capital markets, interest rates, availability of credit, liquidity and general economic conditions, as well as Constellation Energy’s and BGE’s ability to maintain their current credit ratings; the ability to attract and retain customers in our competitive supply activities and to adequately forecast their energy usage; the effectiveness of Constellation Energy’s and BGE’s risk management policies and procedures and the ability and willingness of our counterparties to satisfy their financial and other commitments; the liquidity and competitiveness of wholesale markets for energy commodities; uncertainties associated with estimating natural gas reserves, developing properties and extracting gas; operational factors affecting the operations of our generating facilities (including nuclear facilities) and BGE’s transmission and distribution facilities, including catastrophic weather-related damages, unscheduled outages or repairs, unanticipated changes in fuel costs or availability, unavailability of coal or gas transportation or electric transmission services, workforce issues, terrorism, liabilities associated with catastrophic events, and other events beyond our control; the inability of BGE to recover all its costs associated with providing electric residential customers service; the effect of weather and general economic and business conditions on energy supply, demand, and prices; regulatory or legislative developments that affect deregulation, transmission or distribution rates, demand for energy, or that would increase costs, including costs related to nuclear power plants, safety, or environmental compliance; the actual outcome of uncertainties associated with assumptions and estimates using judgment when applying critical accounting policies and preparing financial statements, including factors that are estimated in applying mark-to-market accounting, such as the ability to obtain market prices and in the absence of verifiable market prices, the appropriateness of models and model impacts (including, but not limited to, extreme contractual load obligations, unit availability, forward commodity prices, interest rates, correlation and volatility factors); changes in accounting principles or practices; losses on the sale or write-down of assets due to impairment events or changes in management intent with regard to either holding or selling certain assets; our ability to successfully identify and complete acquisitions and sales of businesses and assets; cost and other effects of legal and administrative proceedings that may not be covered by insurance, including environmental liabilities; Given these uncertainties, you should not place undue reliance on these forward-looking statements. Please see our periodic reports filed with the SEC for more information on these factors. These forward-looking statements represent estimates and assumptions only as of the date of this presentation, and no duty is undertaken to update them to reflect new information, events or circumstances. 2
  • 3. Use of Non-GAAP Financial Measures Constellation Energy presents adjusted earnings per share (adjusted EPS) in addition to its reported earnings per share in accordance with generally accepted accounting principles (reported GAAP EPS). Adjusted EPS is a non-GAAP financial measure that differs from reported GAAP EPS because it excludes the cumulative effects of changes in accounting principles, discontinued operations, special items (which we define as significant items that are not related to our ongoing, underlying business or which distort comparability of results) included in operations, the impact of certain economic, non-qualifying hedges, and synfuel earnings. The mark-to-market impact of these hedges is significant to reported results, but economically neutral to the company in that offsetting gains or losses on underlying accrual positions will be recognized in the future. We present adjusted EPS because we believe that it is appropriate for investors to consider results excluding these items in addition to our results in accordance with GAAP. We believe such measures provide a picture of our results that is comparable among periods since it excludes the impact of items such as workforce reduction costs or gains and losses on the sale of assets, which may recur occasionally, but tend to be irregular as to timing, thereby distorting comparisons between periods. However, investors should note that these non-GAAP measures involve judgments by management (in particular, judgments as to what is classified as a special item or an economic, non-qualifying hedge to be excluded from adjusted earnings). These non-GAAP measures are also used to evaluate management's performance and for compensation purposes. Constellation Energy also provides its earnings guidance in terms of adjusted EPS. Constellation Energy is unable to reconcile its guidance to GAAP earnings per share because we do not predict the future impact of special items, economic, non-qualifying hedges or synfuel earnings due to the difficulty of doing so. The impact of special items, economic, non-qualifying hedges, or synfuel earnings could be material to our operating results computed in accordance with GAAP. We note that such information is not in accordance with GAAP and should not be viewed as an alternative to GAAP information. A reconciliation of pro-forma information to GAAP information is included either on the slide where the information appears or on one of the slides in the Non-GAAP Measures section provided at the end of the presentation. Please see the Summary of Non-GAAP Measures included to find the appropriate GAAP reconciliation and its related slide(s). These slides are only intended to be reviewed in conjunction with the oral presentation to which they relate. 3
  • 4. Merger Termination • Reached joint and amicable agreement with FPL Group to terminate merger – Termination request initiated by Constellation – Tremendous respect for FPL Group • Risks and uncertainties in Maryland too significant to overcome – Created potential for protracted and open-ended merger review process – Company minimized distractions from merger process and focused on delivering results in the interim – Imprudent to expose commercial businesses to indefinite uncertainty • Termination not driven by any single or isolated event – Recognition that no clear path led to merger completion – No events on the horizon would create certainty in the near term • Right decision for shareholders to focus Constellation’s efforts on growth that the company can control • Working constructively to balance needs of Maryland and maintaining a financially healthy utility 4
  • 5. Q3 2006 Adjusted EPS Summary Q3 2006 Q3 2005 ($ per share) GAAP Earnings $1.79 $1.03 Special Items 0.08 - (Gain) / Loss on Economic Non-Qualifying Hedges (0.20) 0.13 Synfuel Earnings (0.11) (0.08) Adjusted Earnings $1.56 $1.08 Q3 Earnings Guidance $1.10 - $1.25 A proven business model, crisp execution and rigorous risk management has enabled Constellation to deliver 20 consecutive quarters of meeting or exceeding management guidance 5 See Appendix
  • 6. Q3 2006 Operating Highlights • Merchant business delivered exceptional results in all areas – Commodities Delivered strong new business growth via power and portfolio management and trading Sustained pattern of adding to backlog of future earnings – NewEnergy Continued gross margin improvement driven by improved pricing and lower costs to serve load Strong third quarter sales volumes and high retention rates – Generation Improving results driven by roll off of below-market sales from the fleet On target to achieve full-year productivity target for 2006 • BGE performing in line with expectations • S&P upgraded CEG senior unsecured debt rating to BBB+ from BBB 6
  • 7. Sale of Gas-fired Merchant Plants • Announced sale of gas-fired generation plants to Tenaska Power Fund L.P. on October 11, 2006, for $1.635 billion in cash – Plants sold on a merchant basis – After-tax proceeds expected to be approximately $1.5 billion – Expect closing by end of 2006 or in early 2007 • Continuation of a consistent pattern to evaluate owned and prospective assets and buy or sell when values are attractive • If proceeds used to repurchase debt and equity proportional to existing capital structure, transaction would be neutral in 2007 and accretive thereafter • Proceeds expected to be applied to debt reduction – Should reach long-term target net debt to total capital ratio of 40% upon completion of divestiture – Balance of proceeds and future free cash flow will be available to invest in growth businesses or to repurchase debt and equity to maintain long-term leverage ratio • Including effect of de-levering, transaction will be modestly dilutive through 2009 and accretive thereafter • Continue to evaluate opportunities to grow our asset base 7
  • 8. Strategic Fundamentals • Business built on foundation of low-cost baseload fleet – High quality assets located in high-value markets • Industry-leading intermediation businesses – Significantly leveraging the value of our physical asset base – Provide high-value products and services to customers • Strong cash flow generation and solid balance sheet enables deployment of capital to continue growth – Solid track record of managing capital investment to achieve above-hurdle rate returns throughout the commodity cycle 8
  • 9. Long-term Growth Supportive Long-term Commodity Price Outlook Expiration of hedges established in 2004 and early 2005 Roll off of Below-Market Fleet Sales for 2006-2007 imply growing 2008 and 2009 margins Expiration of Nine Mile Point PPA in 2009 and 2011 Fundamental Growth Drivers Wholesale Pattern of building backlog Moderating new business growth Growing Market Share as Retail (commercial & industrial) Commodities Intermediary Realistic switched market growth Modest market share gains Modestly improving margins Specific targets, detailed plans Productivity Pattern of execution Ginna Uprate Generate strong cash flow Invest in above hurdle rate projects Reinvestment of Cash Flow If none identified – return cash to shareholders as possible 9
  • 10. Solid Base of Growing Earnings 3.0 2.5 Commodities New Business EBITDA ($ billions) 2.0 Commodities Backlog at 9/30 1.5 Retail Businesses 1.0 Generation Fleet 0.5 BGE 0.0 2004 2005 2006 2007 2008 Utility Generation Retail Businesses Commodities - Backlog at 9/30 Commodities - New Business • Earnings from low-risk sources represent 87% of 2007 EBITDA and 86% of 2008 EBITDA - Base of utility earnings - Highly hedged generation output - Retail businesses (NewEnergy) with high customer retention rates - Strong Commodities backlog of already-originated transactions 10 Note: Includes gas-fired merchant plants, except High Desert
  • 11. Long-term Earnings Outlook Earnings per Share Earnings per Share (Including Impact of Plant Sale) (Excluding Impact of Plant Sale) $6.00 $6.00 5.25 - 5.75 5.25 - 5.75 $5.00 $5.00 4.30 - 4.65 4.40 - 4.65 ($ per share) 3.65 - 3.80 $4.00 $4.00 3.30 - 3.45 3.28 2.90 $3.00 $3.00 $2.00 $2.00 2005 2006E 2007E 2008E 2005 2006E 2007E 2008E (1) (2) Adjusted EPS EPS Guidance Adjusted EPS EPS Guidance (1) Adjusted for the effect of special items, certain economic, non-qualifying hedges and synfuel earnings (2) Adjusted for the effect of special items, certain economic, non-qualifying hedges, synfuel earnings, and impacts of gas-fired generation plant sales • Business outlook for Constellation Energy continues to gain momentum • Raising 2006 earnings guidance to $3.65 - $3.80 per share from $3.35 - $3.65 per share excluding impact of gas-fired generation sale • Increasing confidence in ability to deliver on 2007 and 2008 guidance 11 See Appendix
  • 12. Financial Overview E. Follin Smith
  • 13. Q3 2006 Adjusted EPS Summary Q3 2006 Q3 2005 ($ per share) GAAP Earnings $1.79 $1.03 Special Items 0.08 - Synfuel Earnings (0.11) (0.08) (Gain) / Loss on Economic Non-Qualifying Hedges (0.20) 0.13 Adjusted Earnings $1.56 $1.08 Q3 Guidance $1.10 - $1.25 See Appendix 13
  • 14. Q3 2006 Segment Earnings Per Share (1) ($ per share) Change Q3 2006 Q3 2005 EPS % BGE $0.20 $0.24 ($0.04) (17%) Merchant 1.34 0.84 0.50 60% Other Non-regulated 0.02 - 0.02 NM Adjusted Earnings Per Share $1.56 $1.08 $0.48 44% Q3 2006 Earnings Guidance $1.10 - $1.25 (1) Excludes special items, certain economic, non-qualifying hedges and synfuel earnings See Appendix 14
  • 15. BGE Adjusted Earnings vs. Guidance Q3 2006 ($ per share) Actual Guidance Adjusted Earnings $0.20 $0.17 - $0.22 Adjusted Earnings vs. Prior Year ($ per share) Q3 2006 Q3 2005 Change Adjusted Earnings $0.20 $0.24 ($0.04) See Appendix 15
  • 16. Merchant Adjusted Earnings vs. Guidance Q3 2006 ($ per share) Actual Guidance (1) Adjusted Earnings $1.34 $0.90 - $1.05 Adjusted Earnings vs. Prior Year Q3 2006 Q3 2005 Change ($ per share) Adjusted Earnings (1) $1.34 $0.84 $0.50 Variance Primarily Due to: +34¢ Commodities New Business / Backlog / Lower Cost to Serve Load -18¢ Inflation, Interest, Other +17¢ Mid-Atlantic Price / CTC +14¢ New Energy +3¢ Generation and Headquarters Productivity (1) Excludes special items, certain economic, non-qualifying hedges and synfuel earnings See Appendix 16
  • 17. Merchant – Income Statement (1) Change $ Q3 2006 Q3 2005 B / (W) % ($ in millions) Mid-Atlantic Fleet $285 $231 $54 23% Plants with PPAs 227 234 (7) (3%) Qualifying Facilities/Other 22 21 1 5% Wholesale Competitive Supply 288 123 165 134% NewEnergy 109 52 57 110% Gross Margin 931 661 270 41% O&M 362 260 (102) (40%) D&A 75 76 1 1% Other Expense 39 38 (1) (3%) Total Costs below Gross Margin 476 374 (102) (28%) EBIT 455 287 168 59% Net Interest Expense 52 40 (12) (33%) Pre-Tax Income 403 247 156 63% Income Tax 159 95 (64) (67%) Net Income $244 $152 $ 92 60% (1)Excludes special items, certain economic, non-qualifying hedges and synfuel earnings 17 See Appendix
  • 18. Wholesale Competitive Supply (1) Change ($ in millions) Q3 2006 Q3 2005 $ % (2) Total Already Originated Business $52 $62 ($10) New Business (2) Originated & Realized 100 23 77 Portfolio Management & Trading 123 30 93 Total New Business Realized (2) 223 53 170 (2) Total Contribution Margin $275 $115 $160 139% (1) Excludes special items, certain economic, non-qualifying hedges and synfuel results (2) Includes power, gas (non-project), and coal gross margin and gas project margin (projected revenue less operating, depreciation, depletion and interest expenses incurred at the project level). Including gas project-level expenses of $14 million in Q3 2006 and $8 million in Q3 2005, total wholesale competitive supply gross margin in Q3 2006 and Q3 2005 was $288 million and $123 million respectively. See Appendix 18
  • 19. Wholesale Competitive Supply: Origination Total Wholesale Competitive Supply Origination Value to be Realized (1) ($ in millions) Q3 2006 Q3 2005 Q1 – Q3 2006 Q1 – Q3 2005 To Be Realized In: Current Year $180 $64 $604 $200 Future Years 142 88 425 322 Total Originated $322 $152 $1,029 $522 Current Year Target $536 $268 % of Revised Current Year Target Achieved 113% 75% Total Origination Target $908 $504 (2) % of Revised Total Origination Target Achieved 113% 104% (1) Includes power, gas (non-project), and coal gross margin and gas project margin (projected revenue less operating, depreciation, depletion and interest expenses incurred at the project level) (2) Includes gross margin originated to be realized in the current year and future years 19
  • 20. Wholesale Competitive Supply Backlog Backlog (1) $1,000 (as of 9/30/06) New Business Since $750 (2) 12/31/05 (3) Value as of 12/31/05 $ in millions 604 $500 209 $250 98 300 241 194 $0 2006 2007 2008 (1) Includes power, gas (non-project), and coal gross margin and gas project margin (projected revenue less operating, depreciation, depletion and interest expenses incurred at the project level) (2) Includes portfolio value changes for downstream gas and coal 20 (3) Reflects portfolio pricing on 12/15/05
  • 21. NewEnergy: Improving Performance Electric Volume Delivered (GWh) Realized Electric Gross Margin (GM / MWh) 75 $5.00 50 $3.00 25 0 $1.00 3rd Quarter YTD 3Q04 1Q05 3Q05 1Q06 3Q06 2005 2006 Retention Rates Market Share (MW) 100% 16,000 12,000 8,000 75% 4,000 0 Q4 2003 Q4 2004 Q4 2005 Q3 2006 50% New Energy Reliant 3Q05 4Q05 1Q06 2Q06 3Q06 TX U Great Plains SUEZ Direc t Energy (US Only) Including Return to Utility Excluding Return to Utility Pepc o Hess Corp. Sempra 21
  • 22. NewEnergy: Retail MWh Backlog Contracted Retail MWh (as of 9/30/06) 100 80 MWhs in millions 60 16 40 64 51 20 40 19 0 2005 2006 2007 2008 Delivered Backlog 91% of 2006 plan MWhs delivered or contracted 22
  • 23. Limiting Variability – Portfolio Management 2007 2008 2009 Percent Hedged as of 9/30/06 Power 89% 83% 70% Fuel 86% 80% 59% Sensitivity to Price Changes as of 9/30/06 ($ per share) Power down $1/MWh, Fuel unchanged ($0.03) ($0.05) ($0.08) Fuel down $0.10/MMBtu, Power unchanged 0.06 0.04 0.06 Power down $1/MWh, Fuel down $0.10/MMBtu $0.03 ($0.01) ($0.02) • Accrual portfolio managed to reduce exposure of future earnings to changes • MTM portfolio VaR levels remain low at average of $13.9 million in Q3 2006 Note: Percent hedged includes Mid-Atlantic Fleet, Plants with PPA’s, and wholesale and retail competitive supply power businesses. Does not include gas businesses or international coal business. 23
  • 24. Productivity Cumulative Productivity 200 150 Pre-tax Earnings ($ millions) 150 89 (1) 100 50 50 0 (50) (40) (100) 2004 2005 2006 2007 Realized Target • Year-to-date, realized $39 million, or 98% of our 2006 productivity target • Since announcing our long-term productivity initiatives, we have added $89 million pre-tax to ongoing annual profits (1) 2006 Productivity target of $40 million; achieved year-to-date productivity of $39 million 24
  • 25. Q3 2006 Consolidated Cash Flow Other Merchant Utility Non-Reg Total ($ in millions) Net Income Before Special Items $284 $35 $4 $323 Depreciation & Amortization 79 58 11 148 Capital Expenditures & Investments (147) (78) (10) (235) Net CapEx (68) (20) 1 (87) Working Capital & Other 143 (193) 59 9 (1) Pension Adjustment (pre-tax) 33 Free Cash Flow $359 ($178) $64 $278 Dividends (68) Equity Issuances – Benefit Plans 15 Net Cash Flow before Debt Issuances/(Payments) $225 (1) Includes $176m of deferrals related to the BGE Rate Stabilization Plan 25 See Appendix
  • 26. Significant Excess Liquidity Historical Excess Liquidity 5.5 5.0 4.5 Excess Liquidity 4.0 3.5 ($ billions) 3.0 2.5 2.0 1.5 1.0 0.5 - (1) (2) 31-Dec-01 31-Dec-02 31-Dec-03 31-Dec-04 31-Mar-05 30-Jun-05 30-Sep-05 31-Dec-05 31-Mar-06 30-Jun-06 30-Sep-06 Cash & Bank Lines Bank Line Usage • Excess liquidity of $2 billion at the end of third quarter 2006 • Pro forma for additional $1 billion credit facility, excess liquidity at the end of the third quarter 2006 of more than $3 billion (1) Excludes $2.5 billion bridge facility 26 (2) Pro Forma for $1 billion bank line established on 10/24/2006
  • 27. Balance Sheet Actual 6/30/06 9/30/06 ($ in billions) Debt Total Debt $4.9 $4.8 Less: Cash (0.2) (0.3) Net Debt 4.7 4.4 Capital 50% Trust Preferred $0.1 $0.1 Equity 4.4 4.5 (1) Add Back: AOCI Balance 1.2 1.3 (2) Total Capital $10.4 $10.4 3rd Party Cash Collateral 0.2 0.3 Adjusted Net Debt to Adjusted Total Capital 45.9% 44.3% (3) (1) Includes preferred stock and minority interest (2) Related to cash flow hedges of commodity transactions (3) Excludes AOCI Balance related to cash flow hedges of commodity transactions and 3rd Party Cash Collateral See Appendix 27
  • 28. Credit Metrics Projected (1) Actual 12/31/01 12/31/03 12/31/05 12/31/06 Adjusted Net Debt 54.8% 50.6% 43.7% 40 % to Capital (2) Excess Liquidity $0.6 $1.9 $2.1 $3.0+ ($ billions) • S&P upgraded CEG senior unsecured debt rating to BBB+ • Credit metrics continue to strengthen • Additional liquidity provided by $1 billion credit facility activated upon termination of merger with FPL (1) Assumes sale of gas-fired merchant plants completed by FYE 2006 (2) Net debt adjusted to exclude 3rd party collateral. Total capital adjusted to exclude AOCI balance related to cash flow hedges of commodity transactions, 3rd party collateral and AOCI balance related to changes in pension and post-retirement accounting See Appendix 28
  • 29. Projected 2007 Merchant Gross Margin & EBITDA Gross Margin EBITDA (1) (1) ($ millions) Mid-Atlantic Fleet $ 1,000 - 1,150 $ 600 - 700 Plants with PPAs 575 - 675 300 - 350 Wholesale Competitive Supply 800 - 1,000 500 - 600 NewEnergy 435 - 505 140 - 165 QFs/Other 40 - 50 15 - 20 Total Merchant 3,050 - 3,250 1,650 - 1,750 Negative Impact of Hedges 900 - 950 900 - 950 (2) Total Merchant - Unhedged $ 3,950 - 4,200 $2,550 - 2,700 NPV of Hedges (2) (2,600) - (2,650) NOTE: The Merchant Segment is managed using an integrated portfolio approach. To support investors’ analytical work, Constellation has made assumptions on the allocation of costs and expenses to the various components of the Merchant Segment in order to support analytics around valuation. All calculations exclude High Desert Gas Plant. (1) Includes Nuclear Fuel Amortization for Mid-Atlantic Fleet and Plants with PPAs (2) Represents hedges on Mid-Atlantic Fleet and Plants with PPAs 29
  • 30. Long-term Earnings Outlook Actual Guidance 2007 (1) ($ per share) 2005 2006 2008 GAGR Prior Adjusted Earnings (2) $3.28 $3.35 - $3.65 $4.40 – $4.65 $5.25 - $5.75 17% - 21% (2) Adjusted Earnings 3.28 3.65 – 3.80 4.40 - 4.65 5.25 - 5.75 17% - 21% High Desert (0.38) (0.34) (0.10) - Adjusted Earnings $2.90 $3.30 - $3.45 $4.30 - $4.65 $5.25 - $5.75 22% - 26% excluding High Desert (3) (1) Preliminary guidance (2) Excludes special items, certain economic, non-qualifying hedges and synfuel earnings (3) Excludes special items, certain economic, non-qualifying hedges and synfuel earnings, and High Desert earnings, which will be classified as discontinued operations See Appendix 30
  • 31. Q4 2006 Earnings Per Share Guidance Guidance Actual Q4 2006 Q4 2005 ($ per share) Merchant $0.55 - $0.70 $0.62 Merchant including High Desert 0.65 – 0.80 0.72 BGE 0.19 – 0.25 0.25 Other 0.01 – (0.01) - Adjusted Earnings Per Share $0.75 - $0.90 $0.87 (1) Adjusted Earnings Per Share including High Desert (2) $0.85 - $1.00 $0.97 Synfuels $0.04 $0.10 (1)Excludes special items, certain economic, non-qualifying hedges and synfuel earnings, and High Desert earnings, which will be classified as discontinued operations (2)Excludes special items, certain economic, non-qualifying hedges and synfuel earnings See Appendix 31
  • 33. Gas-fired Plants – Divestiture Accounting • Financial statement impacts in Q4 2006 – all plants classified as held for sale – All assets and liabilities to be disposed will be reclassified as current in the balance sheet – Depreciation discontinued immediately – Hedge accounting discontinued immediately, and prior deferred hedge gains or losses removed from accumulated other comprehensive income (equity) and recognized in earnings • Presentation of operations beginning in Q4 2006 – High Desert – discontinued operations (determined to be a component for which cash flows and operations will be eliminated) Single income statement line item including both operating results and gain on sale All prior periods in the income statement will be reclassified to conform – Other plants not classified as discontinued operations (due to the lack of separately identifiable cash flows and sales of a commodity in a liquid market) Operations prior to closing and gain on sale reported in operating results Divestiture will affect financial statements beginning in Q4 2006 33
  • 34. Discontinued Operations – High Desert • High Desert results will be reclassified to discontinued operations for all periods presented beginning with 2006 Form 10-K 2005 2006 Q1 Q2 Q3 Q4 YTD Q1 Q2 Q3 YTD Adjusted EPS As reported $0.64 $0.59 $1.08 $0.97 $3.28 $0.68 $0.56 $1.56 $2.80 Discontinued Operations (1) (0.09) (0.09) (0.10) (0.10) (0.38) (0.06) (0.09) (0.09) (0.24) Revised $0.55 $0.50 $0.98 $0.87 $2.90 $0.62 $0.47 $1.47 $2.56 (1) Excludes effects of cash flow hedges and gain on sale • Estimated fourth quarter impact of discontinued operation is ($0.10) • Estimated total 2006 impact of discontinued operations is ($0.34) See Appendix 34
  • 35. Gas Plants – Gain on Sale and Proceeds • Gain on sale of approximately $258 million pre-tax will be recognized at closing ( $ in millions) Total estimated proceeds $1,632 Net assets at 9/30/06 1,374 Gain – pre-tax 258 – after-tax 164 Estimated after-tax cash $1,453 • Actual proceeds and net assets sold subject to adjustment prior to closing 35
  • 36. Collateral Positions Q3 Change vs. Change Year-End 12/31/05 6/30/06 9/30/06 B / (W) B / (W) ($ in millions) Cash Collateral Held $(401) $(167) $(321) $154 $(80) Collateral Posted Exchanges $285 $543 $762 ($219) ($477) 3rd Parties 86 166 185 (19) (99) Subtotal Posted 371 709 947 (238) (576) Net Cash Posted Subtotal (30) 542 626 (84) (656) Letters of Credit Posted $2,486 $1,802 $1,835 $(33) 651 Change in Total Collateral Posted ($5) Shift from letters of credit to cash collateral has had little impact on our liquidity 36
  • 37. Synfuel Update (1) YTD 2006 2007 Q3 2006 09/30/06 Estimate Estimate ($ in millions, except per share amounts) Pre-phase-out: Pre-tax loss on production ($12) ($67) ($94) ($111) Tax benefit of pre-tax loss 5 25 35 42 Tax credits before phase-out 15 91 129 142 Net income pre-phase-out $8 $50 $71 $72 Impact of phase-out Tax credit phase-out percentage 42% 42% 42% Production expenses, net of tax - $9 $11 $10 Current period credit phase-out (6) (37) (53) (58) Phase-out catch-up prior quarters 19 - - - Net income impact of phase-out $13 ($28) ($42) ($48) $20 $22 $29 $24 Net synfuels income Net synfuel EPS $0.11 $0.12 $0.16 $0.14 (1) Numbers may not sum due to rounding 37
  • 38. South Carolina Synfuel (1) YTD 2006 2007 Q3 2006 09/30/06 Estimate Estimate ($ in millions, except per share amounts) Pre-phase-out: Pre-tax loss on production ($9) ($42) ($62) ($74) Tax benefit of pre-tax loss 3 16 24 29 Tax credits before phase-out 12 59 84 92 Net income pre-phase-out $7 $33 $47 $46 Impact of phase-out Tax credit phase-out percentage 42% 42% 42% Production expenses, net of tax ($1) $3 $4 $4 Current period credit phase-out (5) (24) (34) (37) - Phase-out catch-up prior quarters 12 - - ($31) Net income impact of phase-out $6 ($21) ($33) Net synfuels income $13 $12 $16 $13 Net synfuel EPS $0.07 $0.07 $0.09 $0.07 Production (tons in millions) 0.4 1.9 2.8 3.0 In mid-September, South Carolina increased production from 80,000 tons to full production of 250,000 – 300,000 tons/month 38 (1) Numbers may not sum due to rounding
  • 39. Pace Synfuel (1) YTD 2006 2007 Q3 2006 09/30/06 Estimate Estimate ($ in millions, except per share amounts) Pre-phase-out: Pre-tax loss on production ($3) ($25) ($32) ($37) Tax benefit of pre-tax loss 1 9 1 13 Tax credits before phase-out 3 32 45 50 Net income pre-phase-out $1 $16 $24 $26 Impact of phase-out Tax credit phase-out percentage 42% 42% 42% Production expenses, net of tax $1 $6 $7 $6 Current period credit phase-out (1) (13) (18) (21) Phase-out catch-up prior quarters 7 - - - Net income impact of phase-out $7 ($7) ($11) ($15) Net synfuels income $8 $10 $13 $11 Net synfuel EPS $0.04 $0.05 $0.07 $0.06 Production (tons in millions) 0.1 1.1 1.5 1.7 In October, Pace synfuel facilities resumed production of approximately 150,000 tons/month 39 (1) Numbers may not sum due to rounding
  • 41. Summary of Non-GAAP Measures Slide(s) Where Used Slide Containing Non-GAAP Measure in Presentation Most Comparable GAAP Measure Reconciliation Adjusted EPS Reported GAAP EPS Q306 Actual 5, 13, 14, 15, 16 42 Q305 Actual 5, 13, 14, 15, 16 42 EPS Guidance 5, 11, 13, 14, 15, 16, 30, 31 42 2005 YTD Actual 11, 30 43 Q1, Q2, Q3, and 9 months 06 Actual 34 43 Q1, Q2, Q3, and Q4 05 Actual 34 43 Q405 Actual 31 44 Q306 Merchant Gross Margin 17, 18 Income from Operations / Net Income 45 Q305 Merchant Gross Margin 17, 18 46 Q306 Merchant Below Gross Margin 17 45 Q305 Merchant Below Gross Margin 17 46 Net Cash Flow before Debt Issuances/(Payments) 25 Operating, Investing and Financing Cash Flow 47 Free Cash Flow 25 47 Debt to Total Capital 27, 28 Debt Divided by Total Capitalization 48 Projected Debt to Total Capital 28 48 41
  • 42. Adjusted EPS Q306 and Q305 We exclude special items and certain economic, non-qualifying fuel adjustment clause and gas transportation and storage hedges because we believe that it is appropriate for investors to consider results excluding these items, in addition to our results in accordance with GAAP. We have also adjusted earnings to exclude synfuel results due to the potential volatility and phase-out of the tax credits. We believe such a measure provides a picture of our results that is comparable among periods since it excludes the impact of items, which may recur occasionally, but tend to be irregular as to timing and magnitude, thereby distorting comparisons between periods. However, investors should note that this non-GAAP measure involve judgment by management (in particular, judgments as to what is or is not classified as a special item). We also use this measure to evaluate performance and for compensation purposes. RECONCILIATION: Merchant Regulated Regulated Other Energy Electric Gas BGE Nonreg. Total A B C D = (B+C) E F =(A+D+E) 3Q06 ACTUAL RESULTS: Reported GAAP EPS $ 1.57 $ 0.24 $ (0.04) $ 0.20 $ 0.02 $ 1.79 GAAP MEASURE Special Items, Non-qualifying Hedges, and Synfuel Results Included in Operations: Non-qualifying hedges 0.20 - - - - 0.20 Synthetic fuel facility results 0.11 - - - - 0.11 Workforce reduction costs (0.07) - - - - (0.07) Merger-related costs (0.01) - - - - (0.01) Total Special Items, Non-qualifying Hedges, and Synfuel Results 0.23 - - - - 0.23 Adjusted EPS $ 1.34 $ 0.24 $ (0.04) $ 0.20 $ 0.02 $ 1.56 NON-GAAP MEASURE 3Q05 ACTUAL RESULTS: Reported GAAP EPS $ 0.78 $ 0.28 $ (0.04) $ 0.24 $ 0.01 $ 1.03 Income from Discontinued Operations - - - - 0.01 0.01 GAAP MEASURES EPS Before Discontinued Operations 0.78 0.28 (0.04) 0.24 - 1.02 Special Items, Non-qualifying Hedges, and Synfuel Results Included in Operations: Non-qualifying hedges (0.13) - - - - (0.13) Synthetic fuel facility results 0.08 - - - - 0.08 Workforce reduction costs (0.01) - - - - (0.01) Total Special Items, Non-qualifying Hedges, and Synfuel Results (0.06) - - - - (0.06) Adjusted EPS $ 0.84 $ 0.28 $ (0.04) $ 0.24 $ - $ 1.08 NON-GAAP MEASURE EARNINGS GUIDANCE Constellation Energy is unable to reconcile its earnings guidance excluding special items, non-qualifying hedges, and synfuel results to GAAP earnings per share because we do not predict the future impact of special items such as the cumulative effect of changes in accounting 42 principles, the disposition of assets, economic, nonqualifying hedges or synfuel results.
  • 43. Adjusted EPS – Prior Periods We exclude special items and certain economic, non-qualifying fuel adjustment clause and gas transportation and storage hedges because we believe that it is appropriate for investors to consider results excluding these items, in addition to our results in accordance with GAAP. We have also adjusted earnings to exclude synfuel results due to the potential volatility and phase-out of the tax credits. We believe such a measure provides a picture of our results that is comparable among periods since it excludes the impact of items, which may recur occasionally, but tend to be irregular as to timing and magnitude, thereby distorting comparisons between periods. However, investors should note that this non-GAAP measure involve judgment by management (in particular, judgments as to what is or is not classified as a special item). We also use this measure to evaluate performance and for compensation purposes. RECONCILIATION: 2005 YTD Q1 05 Q2 05 Q3 05 Q4 05 Total Q1 06 Q2 06 Q3 06 Sept 06 ACTUAL RESULTS: Reported GAAP EPS $ 0.68 $ 0.68 $ 1.03 $ 1.09 $ 3.47 $ 0.63 $ 0.52 $ 1.79 $ 2.94 Income from Discontinued Operations - High Desert 0.09 0.09 0.10 0.10 0.38 0.06 0.09 0.09 0.24 GAAP MEASURES Income from Discontinued Operations - Others 0.01 0.02 0.01 0.09 0.13 - - - 0.01 Cumulative Effects of Changes in Accounting Principles - - - (0.04) (0.04) - - - - EPS Before Discontinued Operations and Cumulative Effects of Changes in Accounting Principles 0.58 0.57 0.92 0.94 3.00 0.57 0.43 1.70 2.69 Special Items and Non-qualifying Hedges Included in Operations: Non-qualifying hedges (0.04) (0.02) (0.13) 0.06 (0.14) (0.06) - 0.20 0.14 Merger related transaction costs - - - (0.09) (0.09) (0.01) (0.03) (0.01) (0.05) Workforce reduction costs - - (0.01) - (0.01) - - (0.07) (0.08) Total Special Items and Non-qualifying Hedges (0.04) (0.02) (0.14) (0.03) (0.24) (0.07) (0.03) 0.12 0.01 Adjusted EPS 0.62 0.59 1.06 0.97 3.24 0.64 0.46 1.58 2.68 NON-GAAP MEASURE Synthetic fuel facility earnings 0.07 0.09 0.08 0.10 0.34 0.02 (0.01) 0.11 0.12 Adjusted EPS excluding Synfuel results $ 0.55 $ 0.50 $ 0.98 $ 0.87 $ 2.90 $ 0.62 $ 0.47 $ 1.47 $ 2.56 NON-GAAP MEASURE 43
  • 44. Adjusted EPS 4Q05 We exclude special items and certain economic, non-qualifying fuel adjustment clause and gas transportation hedges because we believe that it is appropriate for investors to consider results excluding these items, in addition to our results in accordance with GAAP. We have also adjusted earnings to exclude synfuel results due to the potential volatility and phase-out of the tax credits. We believe such a measure provides a picture of our results that is comparable among periods since it excludes the impact of items, which may recur occasionally, but tend to be irregular as to timing and magnitude, thereby distorting comparisons between periods. However, investors should note that this non-GAAP measures involve judgment by management (in particular, judgments as to what is or is not classified as a special item). We also use these measures to evaluate performance and for compensation purposes. RECONCILIATION: Merchant Regulated Regulated Other Energy Electric Gas BGE Nonreg. Total A B C D = (B+C) E F =(A+D+E) 4Q05 ACTUAL RESULTS: Reported GAAP EPS $ 0.78 $ 0.17 $ 0.05 $ 0.22 $ 0.09 $ 1.09 Income from Discontinued Operations * 0.10 - - - 0.09 0.19 GAAP MEASURES Cumulative Effects of Changes in Accounting Principles (0.04) - - - - (0.04) EPS Before Discontinued Operations and Cumulative 0.72 0.17 0.05 0.22 - 0.94 Special Items, Non-qualifying Hedges, and Synfuel Results Included in Operations: Synthetic fuel facility results 0.10 - - - - 0.10 Non-qualifying hedges 0.06 - - - - 0.06 Merger related transaction costs (0.06) (0.02) (0.01) (0.03) - (0.09) Total Special Items and Non-qualifying Hedges 0.10 (0.02) (0.01) (0.03) - 0.07 Adjusted EPS $ 0.62 $ 0.19 $ 0.06 $ 0.25 $ - $ 0.87 NON-GAAP MEASURE * Merchant includes the reclassification of High Desert to Discontinued Operations 44
  • 45. Q306 Merchant Gross Margin and Below Gross Margin We utilize the non-GAAP financial measure of Gross Margin to highlight the relationship between the costs of and prices for energy in our Merchant Energy business categories (i.e., Mid-Atlantic Fleet, Plants with PPAs, Wholesale Competitive Supply, NewEnergy, and QFs/Other). We believe this non-GAAP measure helps investors to better understand the changes in the level of our Merchant Energy operating results for these categories from period to period. RECONCILIATION: Quarter Ended September 30, 2006 GAAP Adjustments Merchant GAAP Fuel & Purchased In Arriving Gross Margin Merchant Revenue & Expense Categories Revenues Energy Expenses Difference At Gross Margin Notes (Non-GAAP) ($ millions) Mid-Atlantic Fleet $ 1,002.2 $ 605.3 $ 396.9 $ (112) a, b, c $ 285 Plants with PPAs 255.0 16.8 238.2 (11) a 227 Wholesale Competitive Supply 1,668.9 1,469.0 199.9 88 a , d, e 288 ** NewEnergy 2,094.8 1,964.9 129.9 (20) d 109 QFs / Other 28.1 - 28.1 (7) e, f 22 Total Merchant $ 5,049.0 $ 4,056.0 $ 993.0 $ (62) $ 931 Adjustments Merchant Below Arriving At Merchant Gross Margin Total Merchant: GAAP Below Gross Margin (Non-GAAP) Revenues less fuel and purchased energy expenses $ 993.0 $ 931 Operations and maintenance expenses (372.6) 11 g, h, i (362) Workforce reduction costs (21.7) 22 j - Merger-related costs (2.5) 3 j - Depreciation, depletion, and amortization (72.9) (2) h, i (75) Taxes other than income taxes (32.6) 33 k - Accretion of asset retirement obligations (17.1) 17 k - Income From Operations 473.6 494 Other income / (expense) 3.8 (43) b, k, l (39) EBIT N/A 455 Fixed charges (51.1) (0) i, l (52) Income Before Income Taxes 426.3 403 Income tax expense (141.5) (18) i, j, m (159) Net Income $ 284.8 $ 244 Details of Adjustments Made in Arriving at Merchant Gross Margin: a Adjustment to remove ($115 million) gain from Mid-Atlantic Fleet and ($11 million) gain from Plants with PPA's of estimated gross margin created through active portfolio management more appropriately categorized as a competitive supply activity. b Adjustment to remove ($5 million) of decommissioning revenues from non-GAAP gross margin measure and included in Other Income. The offsetting decommissioning expense was recorded in accretion of asset retirement obligations. c Adjustment to remove $8 million of other indirect costs from non-GAAP gross margin as they are more appropriately categorized as operating expenses. d Adjustment to remove ($39 million) gain in Wholesale Competitive Supply and ($20 million) gain in NewEnergy related to economic, non-qualifying hedges of gas transport contracts. e Adjustment to remove synfuel losses from Wholesale Competitive Supply gross margin of $1 million and Other gross margin of $3 million. f Adjustment to reflect ($10 million) of direct costs in Other for purposes of non-GAAP gross margin measure. Details of Adjustments Made in Arriving at Merchant Below Gross Margin: g Adjustment detailed in quot;cquot; and quot;fquot; above are offset by adjustments made to O&M costs. h Adjustment to reclassify certain allocated costs totaling $8 million from O&M to Depreciation and Amortization. i Adjustment to remove Synfuel results, which are not included in determining Merchant Below Gross Margin - $1 million in O&M, $6 million in D&A, $2 million in Fixed Charges, and ($32 million) from income tax expense. j Adjustment to remove Special Items and related taxes, which are not included in determining Merchant Below Gross Margin. k Adjustment to reflect management's view of these items as Other Income / Expense. l Adjustment to move Interest Income of $2 million recorded in Other Income / Expense to Fixed Charges (to show a fixed charge amount net of interest income). m Adjustment to remove tax expense of $23 million related to gains on economic, non-qualifying hedges of gas transportation and storage contracts. ** Excludes $13 million of operating expenses, depreciation, depletion and amortization, and interest expense associated with our Upstream Gas properties PROJECTED GROSS MARGIN AND RESULTS BELOW GROSS MARGIN: 45 Constellation Energy is unable to reconcile its projected gross margin or results below gross margin to GAAP because we do not predict the future impact of reconciling items or special items such as the cumulative effect of changes in accounting principles and the disposition of assets.
  • 46. Q305 Merchant Gross Margin and Below Gross Margin We utilize the non-GAAP financial measure of Gross Margin to highlight the relationship between the costs of and prices for energy in our Merchant Energy business categories (i.e., Mid-Atlantic Fleet, Plants with PPAs, Wholesale Competitive Supply, NewEnergy, and QFs/Other). We believe this non-GAAP measure helps investors to better understand the changes in the level of our Merchant Energy operating results for these categories from period to period. RECONCILIATION: Quarter Ended September 30, 2005 GAAP Adjustments Merchant GAAP Fuel & Purchased In Arriving Gross Margin Merchant Revenue & Expense Categories Revenues Energy Expenses Difference At Gross Margin Notes (Non-GAAP) ($ millions) Mid-Atlantic Fleet $ 746.7 $ 563.8 $ 182.9 $ 48 a, b $ 231 Plants with PPAs 254.6 23.7 230.9 3 a 234 Wholesale Competitive Supply 1,383.0 1,252.5 130.5 (8) a , c, d, e 123 ** NewEnergy 1,990.1 1,938.0 52.1 - 52 QFs / Other 22.8 - 22.8 (2) d, e 21 Total Merchant $ 4,397.2 $ 3,778.0 $ 619.2 $ 41 $ 661 Adjustments Merchant Below Arriving At Merchant Gross Margin Total Merchant: GAAP Below Gross Margin (Non-GAAP) Revenues less fuel and purchased energy expenses $ 619.2 $ 661 Operations and maintenance expenses (273.4) 13 f, g, h (260) Workforce reduction costs (3.9) 4 i Depreciation, depletion, and amortization (74.3) (2) g, h (76) Taxes other than income taxes (31.3) 31 j - Accretion of asset retirement obligations (15.8) 16 j - Income From Operations 220.5 325 Other income / (expense) 9.7 (46) b, j, k (38) EBIT N/A 287 Fixed charges (43.8) 4k (40) Income Before Income Taxes 186.4 247 Income tax expense (44.7) (51) h, i, l (95) Income from Continuing Operations 141.7 152 Loss from discontinued operations (0.2) 0.2 m - Net Income $ 141.5 $ 152 Details of Adjustments Made in Arriving at Merchant Gross Margin: a Adjustment to remove losses of $53 million from Mid-Atlantic Fleet and losses of $3 million from PPAs of estimated gross margin created through active portfolio management more appropriately categorized as a competitive supply activity. b Adjustment to remove ($5 million) of decommissioning revenues from non-GAAP gross margin measure and included in Other Income. The offsetting decommissioning expense was recorded in accretion of asset retirement obligations. c Adjustment to remove $36 million loss related to economic, non-qualifying hedges of fuel adjustment clauses and gas transport contracts. d Adjustment to remove synfuel losses from Wholesale Competitive Supply gross margin of $5 million and Other gross margin of $8 million. e Adjustment to remove indirect costs $8 million in Wholesale Competitive Supply and reflect ($10 million) in Other for purposes of non-GAAP gross margin measure. Details of Adjustments Made in Arriving at Merchant Below Gross Margin: f Adjustment detailed in quot;equot; above are offset by adjustments made to O&M costs. g Adjustment to reclassify certain allocated costs totaling $8 million from O&M to Depreciation and Amortization. h Adjustment to remove Synfuel results, which are not included in determining Merchant Below Gross Margin - $2 million in O&M, $6 million in D&A, and ($34 million) from income tax expense. i Adjustment to remove Special Items and related taxes, which are not included in determining Merchant Below Gross Margin. j Adjustment to reflect management's view of these items as Other Income / Expense. k Adjustment to move Interest Income of $4 million recorded in Other Income / Expense to Fixed Charges (to show a fixed charge amount net of interest income). l Adjustment to remove tax benefit ($15 million) related to losses on economic, non-qualifying hedges of fuel adjustment clauses and gas transport contracts. m Adjustment to remove loss from discontinued operations which is treated as a special item. ** Excludes $8 million of operating expenses, depreciation, depletion and amortization, and interest expense associated with our Upstream Gas properties PROJECTED GROSS MARGIN AND RESULTS BELOW GROSS MARGIN: 46 Constellation Energy is unable to reconcile its projected gross margin or results below gross margin to GAAP because we do not predict the future impact of reconciling items or special items such as the cumulative effect of changes in accounting principles and the disposition of assets.
  • 47. Cash Flows The following is a reconciliation of the non-GAAP financial measures of Net Cash Flow before Debt Issuances/Payments and Free Cash Flow for the nine months ended September 30, 2006. We utilize these non-GAAP measures because we believe they are helpful in understanding our ability to reduce debt by existing cash. RECONCILIATION: 2006 ($ millions) QTD SEPTEMBER ACTUAL RESULTS: Net cash used in operating activities (GAAP measure) 582 Adjustment for derivative contracts presented as financing activities under SFAS 149 (5) Adjusted Net Cash Used in Operating Activities $ 577 NON-GAAP MEASURE Net cash used in investing activities (GAAP measure) (300) Net Cash Used in Financing Activities (Excl. Debt-Related Sources & Uses) * Common stock dividends paid (68) Proceeds from issuance of common stock 15 Net proceeds from acquired contracts - Other financing activities, excluding SFAS 149 activities included in operating 1 Adjusted Net Cash Used in Financing Activities (52) Net Cash Flow before Debt Issuances/(Payments) 225 NON-GAAP MEASURE Less: Proceeds from issuance of common stock (15) Add: Common stock dividends paid 68 Free Cash Flow $ 278 NON-GAAP MEASURE * Total GAAP Cash Used in Financing Activities (incl. debt-related sources & uses) was $189 million QTD SEPTEMBER 06. PROJECTED CASH FLOWS: Constellation Energy is unable to provide a reconciliation of these measures for Projected 2006 because it does not prepare a forecasted statement of cash flows on a GAAP basis. 47