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Constellation Energy Reports Third Quarter 2005 Earnings

October 28, 2005
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BALTIMORE, Oct. 28 /PRNewswire-FirstCall/ — Constellation Energy today reported third quarter 2005 adjusted earnings of $1.16 per share, at the top of management’s guidance range of $1.02 to $1.17 per share. Adjusted earnings exclude the impact of special items and certain economic hedges that do not qualify for hedge accounting. Compared to the third quarter of last year, adjusted earnings per share were four cents lower. On a GAAP basis, the company’s reported earnings were $1.03 per share in the third quarter of 2005, compared to $1.19 per share during the same quarter last year. Constellation Energy also reaffirmed 2005 guidance for adjusted earnings of $3.35 to $3.60 per share.

“Constellation Energy delivered strong financial results despite a third quarter in which hot weather in many regions drove strong load demand and Gulf Coast hurricanes fueled a significant rise in commodity prices,” said Mayo A. Shattuck III, chairman, president and chief executive officer of Constellation Energy. “We once again demonstrated that our strong risk management capabilities enable us to succeed in this type of environment.

“The past quarter also was marked by the formation of UniStar Nuclear, a joint enterprise with AREVA Inc. that provides the business framework through which the first fleet of advanced nuclear power plants in America in nearly three decades could be developed and deployed,” added Shattuck.

Also in the third quarter, Constellation Energy reached an agreement to sell its Panama operations. The transaction closed on Oct. 3, 2005, which will result in an eight cent gain in the fourth quarter.

The following table summarizes both adjusted earnings per share (which excludes the impact of special items and certain economic hedges that do not qualify for hedge accounting) and earnings per share reported in accordance with generally accepted accounting principles (GAAP) for the three and nine months ended Sept. 30, 2005:

                                         Three Months Ended September 30,                                            2005               2004                                      Reported            Reported                                        GAAP   Adjusted     GAAP   Adjusted   EARNINGS PER COMMON SHARE            EPS*     EPS        EPS*     EPS   Baltimore Gas and Electric          $0.24    $0.24      $0.16    $0.16   Merchant Energy                      0.78     0.92 (1)   1.05     1.06 (2)   Other Nonregulated                    –        –        (0.05)   (0.02)(3)   Diluted Earnings Per Share from    Continuing Operations               1.02     1.16       1.16     1.20    Income from Discontinued Operations    Assuming Dilution                   0.01      –         0.03      –   Diluted Earnings Per Share          $1.03    $1.16      $1.19    $1.20     * Unaudited.    Prior period amounts reclassified to conform with current period    presentation.    GAAP EPS was adjusted by the following amounts to calculate Adjusted EPS    (1) Workforce reduction costs of $0.01 per share and non-qualifying        hedges on fuel adjustment clauses and gas transportation contracts        of $0.13 per share    (2) Non-qualifying hedges on fuel adjustment clauses of $0.01 per share.    (3) Net loss on sales of investments and other assets of $0.03 per share.                                           Nine Months Ended September 30,                                            2005               2004                                      Reported            Reported                                        GAAP   Adjusted     GAAP   Adjusted   EARNINGS PER COMMON SHARE            EPS*     EPS        EPS*     EPS   Baltimore Gas and Electric          $0.76    $0.76      $0.72    $0.72   Merchant Energy                      1.57     1.77 (1)   1.90     1.72 (2)   Other Nonregulated                   0.01     0.01      (0.06)   (0.04)(3)   Diluted Earnings Per Share from    Continuing Operations               2.34     2.54       2.56     2.40    Income (Loss) from Discontinued    Operations Assuming Dilution        0.04      –        (0.20)     –   Diluted Earnings Per Share          $2.38    $2.54      $2.36    $2.40     * Unaudited.    Prior period amounts reclassified to conform with current period    presentation.    GAAP EPS was adjusted by the following amounts to calculate Adjusted EPS    (1) Workforce reduction costs of $0.01 per share and non-qualifying        hedges on fuel adjustment clauses and gas transportation contracts        of $0.19 per share.    (2) Synfuel tax credits associated with 2003 production at SC facility        of ($0.21) per share and non-qualifying hedges on fuel adjustment        clauses of $0.03 per share.    (3) Net loss on sales of investments and other assets of $0.01 per share        and impairment of a financial investment of $0.01 per share.      Baltimore Gas & Electric  

BGE delivered a strong performance in the third quarter, earning 24 cents per share. These results were seven cents above the top end of management’s guidance range and eight cents higher than the same period last year. The positive variance was due primarily to hot weather in Central Maryland in the third quarter, which was the third warmest since 1950, when BGE began tracking weather.

Merchant Energy

Constellation Energy’s merchant energy business recorded adjusted earnings of 92 cents per share. This result was in line with management’s guidance and 14 cents lower than the adjusted EPS of $1.06 per share earned in the third quarter last year.

As expected in the third quarter, the company received lower competitive transition charge (CTC) revenue as some commercial customers completed their CTC obligation. Weather-driven demand increased costs for the load serving businesses as customers consumed more fixed-price power. This phenomenon combined with the sharp rise in power prices increased NewEnergy’s costs to serve customers in their expanding retail business.

“We delivered incremental productivity in the third quarter, driven primarily by our generation group. Year to date, we have realized about $72 million, or 90 percent of our 2005 productivity target of $80 million. As you can see, we are delivering on our promise that 2008 pretax earnings would be $150 to $180 million higher than 2003′s via productivity,” said E. Follin Smith, executive vice president, chief financial officer and chief administrative officer of Constellation Energy. “These gains will create a lower cost structure, which is an annuity for our shareholders in our deregulated environment and which increases the return on investment in Constellation Energy.”

Adjusted Earnings

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, and impacts of certain economic, non- qualifying hedges.

For the third quarter, Constellation Energy has for the first time determined to exclude from adjusted earnings two categories of non-qualifying hedges: hedges against the Commodities Group New England fuel adjustment clauses and hedges on gas transport contracts. The mark-to-market impact of these hedges was significant on reported results, but economically neutral to the company in that offsetting gains 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 a measure provides 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 a business, 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 2005 adjusted EPS to GAAP earnings per share because we do not predict the future impact of special items and economic, non-qualifying hedges due to the difficulty of doing so. The impact of special items and economic, non-qualifying hedges could be material to our operating results computed in accordance with GAAP.

SEC Filings

The company plans to file its Form 10-Q for the three months ended Sept. 30, 2005 on or about Nov. 8, 2005.

Forward-Looking Statements

We make statements in this news release that are considered forward- looking statements within the meaning of the Securities Exchange Act of 1934. These statements are not guarantees of our future performance and are subject to risks, uncertainties, and other important factors that could cause our actual performance or achievements to be materially different from those we project. For a full discussion of these risks, uncertainties, and factors, we encourage you to read our documents on file with the Securities and Exchange Commission, including those set forth in our Form 10-K under the forward- looking statements section.

Conference Call Oct. 28, 2005

Constellation Energy will host a conference call at 8:30 a.m. EDT on Oct. 28, 2005, to review its third quarter 2005 financial results. To participate, analysts, investors, media and the public in the U.S. may dial 888-455-2894 shortly before 8:30 a.m. The international phone number is 773-681-5899. The conference password is ENERGY. A replay will be available approximately one hour after the end of the call. The replay number is 800-925-4871 (U.S.) or 402-220-4325 (international). A live audio webcast of the conference call, as well as presentation slides, will be available on the Investor Relations page of the company Web site, http://www.constellation.com/. The reference to our Web site is an active textual reference and the contents of our Web site are not part of this press release.

Constellation Energy (http://www.constellation.com/), a FORTUNE 200 company based in Baltimore, is the nation’s largest competitive supplier of electricity to large commercial and industrial customers and the nation’s largest wholesale power seller. Constellation Energy also manages fuels and energy services on behalf of energy intensive industries and utilities. It owns a diversified fleet of more than 100 generating units located throughout the United States, totaling approximately 12,000 megawatts of generating capacity. The company delivers electricity and natural gas through the Baltimore Gas and Electric Company (BGE), its regulated utility in Central Maryland. In 2004, the combined revenues of the integrated energy company totaled $12.5 billion.

Addendum — Economic, Non-qualifying Hedges and Special Items Recognized in Third Quarter 2005

Economic, Non-qualifying Hedges — after-tax loss of $(22.8) million, or $(0.13) per share

In the third quarter of 2005, we recognized a $(22.8) million after-tax loss related to certain non-qualifying hedges, which are economic hedges that do not meet the criteria for hedge accounting under Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended, and thus are required to be marked-to-market. These non-qualifying hedges relate to New England load contracts fuel adjustment clauses (FACs) and gas transport contracts. This mark-to-market loss is expected to be offset as we realize the related accrual load-serving and gas transport contracts in future periods.

Workforce Reduction Costs — after-tax charge of $(2.3) million, or $(0.01) per share

In the fourth quarter of 2004, we announced our plans to restructure the work forces of the Nine Mile Point and Calvert Cliffs nuclear generating stations effective in 2005. As a result of the restructuring, in the third quarter of 2005 we were required to record a settlement charge for one of our qualified pension plans under SFAS No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits. This charge reflects recognition of the portion of deferred actuarial gains and losses associated with employees who were terminated as part of the restructuring or retired in 2005 and who elected to receive their pension benefit in the form of a lump-sum payment. In accordance with SFAS No. 88, a settlement charge must be recognized at the point in time when lump-sum payments exceed annual pension plan service and interest cost, which occurred in the third quarter. We expect to incur a small incremental SFAS No. 88 settlement charge in the fourth quarter of 2005 as additional lump-sum payments are made.

Income from Discontinued Operations — after-tax gain of $1.4 million, or $0.01 per share

In September 2005, we reached an agreement to sell Constellation Power International Investments, Ltd., which includes a controlling financial interest in a Panamanian electric distribution facility. As of Sept. 30, 2005, we classified these investments, reflected in other non-regulated, as held for sale and reclassified their financial results to discontinued operations. The transaction was closed on Oct. 3, 2005. During the fourth quarter of 2005, we will recognize a pre-tax gain of approximately $15 million, or eight cents per share, in discontinued operations from the sale of these non-core international investments. The gain will be classified as a special item.

   Constellation Energy Group and Subsidiaries    Consolidated Statements of Income (Unaudited)                                      Three Months Ended   Nine Months Ended                                        September 30,       September 30,                                       2005      2004      2005      2004                                     (In Millions, Except Per Share Amounts)   Revenues     Nonregulated revenues            $4,183.4  $2,702.2  $9,771.0  $7,018.0     Regulated electric revenues         626.8     582.0   1,583.4   1,543.6     Regulated gas revenues              112.2      74.6     618.5     504.0     Total revenues                    4,922.4   3,358.8  11,972.9   9,065.6    Expenses     Fuel and purchased energy      expenses                         3,953.2   2,317.3   9,218.0   6,372.7     Operating expenses                  415.4     445.3   1,339.3   1,296.6     Workforce reduction costs             3.9       –         3.9       –     Depreciation and amortization       143.3     132.5     407.4     376.1     Accretion of asset retirement      obligations                         15.8      14.5      46.2      38.1     Taxes other than income taxes        73.8      67.0     209.4     192.5     Total expenses                    4,605.4   2,976.6  11,224.2   8,276.0   Income from Operations                317.0     382.2     748.7     789.6   Other Income (Expense)                 16.1      (0.6)     43.0      15.1   Fixed Charges     Interest expense                     75.7      79.9     230.2     246.4     Interest capitalized and      allowance for borrowed funds      used during construction            (2.1)     (2.2)     (7.6)     (8.0)     BGE preference stock dividends        3.3       3.3       9.9       9.9     Total fixed charges                  76.9      81.0     232.5     248.3   Income from Continuing Operations    Before Income Taxes                  256.2     300.6     559.2     556.4   Income Tax Expense                     72.1      95.8     138.7     115.8   Income from Continuing Operations     184.1     204.8     420.5     440.6     Income (Loss) from discontinued      operations, net of income taxes      of $4.1, $5.7, $12.0, and      ($11.4), respectively                1.4       5.6       7.4     (35.8)   Net Income                           $185.5    $210.4    $427.9    $404.8    Earnings Applicable to Common    Stock                               $185.5    $210.4    $427.9    $404.8    Average Shares of Common Stock    Outstanding – Basic                  178.1     175.5     177.5     170.7   Average Shares of Common Stock    Outstanding – Diluted                180.5     176.4     179.6     171.8    Earnings Per Common Share from    Continuing Operations -Basic         $1.03     $1.17     $2.37     $2.58     Income (Loss) from discontinued      operations – Basic                  0.01      0.03      0.04     (0.21)   Earnings Per Common Share – Basic     $1.04     $1.20     $2.41     $2.37    Earnings Per Common Share from    Continuing Operations – Diluted      $1.02     $1.16     $2.34     $2.56     Income (Loss) from discontinued      operations – Diluted                0.01      0.03      0.04     (0.20)   Earnings Per Common Share –    Diluted                              $1.03     $1.19     $2.38     $2.36    Certain prior-period amounts have been reclassified to conform with the   current period’s presentation.     Constellation Energy Group and Subsidiaries    Consolidated Balance Sheets (Unaudited)                                               September 30,      December 31,                                                  2005              2004   ASSETS                                              (In Millions)   Current Assets     Cash and cash equivalents                   $1,135.0            $706.3     Accounts receivable (net of      allowance for uncollectibles of      $38.1 and $43.1, respectively)              2,819.1           1,979.3     Mark-to-market energy assets                 1,845.8             567.3     Risk management assets                       1,963.2             471.5     Fuel stocks                                    361.3             298.3     Materials and supplies                         200.8             203.8     Assets held for sale                           326.8               –     Other                                          487.5             262.9     Total current assets                         9,139.5           4,489.4   Investments And Other Assets     Nuclear decommissioning trust funds          1,091.4           1,033.7     Mark-to-market energy assets                 1,003.0             359.8     Risk management assets                         661.5             306.2     Investments in qualifying      facilities and power projects                 308.1             318.4     Regulatory assets (net)                        148.8             195.4     Goodwill                                       147.1             144.8     Other                                          511.1             412.8     Total investments and other assets           3,871.0           2,771.1   Property, Plant And Equipment     Nonregulated property, plant and      equipment                                   8,453.9           8,638.4     Regulated property, plant and      equipment                                   5,502.4           5,412.7     Nuclear fuel (net of amortization)             250.2             264.3     Accumulated depreciation                    (4,288.8)         (4,228.8)     Net property, plant and equipment            9,917.7          10,086.6   Total Assets                                 $22,928.2         $17,347.1    LIABILITIES AND EQUITY   Current Liabilities     Current portion of long-term debt             $200.8            $480.4     Accounts payable and accrued      liabilities                                 2,033.0           1,424.9     Customer deposits and collateral               791.0             223.8     Mark-to-market energy liabilities            1,801.5             559.7     Risk management liabilities                    643.7             304.3     Liabilities held for sale                      274.6               –     Deferred income taxes                          602.4              95.0     Accrued expenses and other                     642.2             574.3     Total current liabilities                    6,989.2           3,662.4   Deferred Credits And Other    Liabilities     Deferred income taxes                        1,093.3           1,303.3     Asset retirement obligations                   876.4             825.0     Mark-to-market energy liabilities              932.5             315.0     Risk management liabilities                  1,563.7             472.2     Postretirement and postemployment      benefits                                      381.0             375.3     Net pension liability                          265.5             269.7     Deferred investment tax credits                 65.8              71.2     Other                                          292.9             232.0     Total deferred credits and other      liabilities                                 5,471.1           3,863.7   Long-Term Debt     Long-term debt of nonregulated      businesses                                  3,406.1           3,800.5     Long-term debt of BGE                        1,222.4           1,245.9     6.20% deferrable interest      subordinated debentures due      October 15, 2043 to BGE      wholly owned BGE Capital Trust II      relating to trust preferred      securities                                    257.7             257.7     Unamortized discount and premium                (8.5)            (10.5)     Current portion of long-term debt             (200.8)           (480.4)     Total long-term debt                         4,676.9           4,813.2   Minority Interests                                22.7              90.9   BGE Preference Stock Not Subject To    Mandatory Redemption                            190.0             190.0   Common Shareholders’ Equity     Common stock                                 2,597.0           2,502.5     Retained earnings                            2,674.9           2,425.9     Accumulated other comprehensive      income (loss)                                 306.4            (201.5)     Total common shareholders’ equity            5,578.3           4,726.9   Total Liabilities And Equity                 $22,928.2         $17,347.1     Constellation Energy Group and Subsidiaries    Merchant Energy Operating Statistics (Unaudited)                                       Nine Months Ended September 30,                                                       Hydro &                                Nuclear   Coal    Oil    Gas    Other   Total   Generation by Fuel Type  (%)         2005                      51.5    30.7   1.3    14.9    1.6    100.0         2004                      49.9    33.3   2.0    12.7    2.1    100.0    Thousands of MWH         2005                    23,036  13,734   593   6,686    721   44,770         2004                    20,664  13,798   817   5,262    867   41,408     Utility Operating Statistics (Unaudited)                                         Three Months Ended  Nine Months Ended                                           September 30,      September 30,                                           2005    2004      2005      2004    ELECTRIC   Revenues (In Millions)     Residential –with househeating      $108.4   $97.3    $311.8    $310.7                 –other                   231.5   203.0     520.6     490.6                 –total                   339.9   300.3     832.4     801.3     Commercial  –excluding delivery                    service                206.5   221.8     560.1     556.9                 –delivery service         35.4    19.8      83.4      52.8     Industrial  –excluding delivery                    service                 14.7    19.3      40.9      80.1                 –delivery service          8.9     6.7      21.4      15.2     System Sales                          605.4   567.9   1,538.2   1,506.3     Other                                  21.4    14.1      45.2      37.3     Total                                $626.8  $582.0  $1,583.4  $1,543.6    Sales (In Thousands) – MWH     Residential –with househeating       1,323   1,183     4,184     4,255                 –other                   2,699   2,385     6,358     6,096                 –total                   4,022   3,568    10,542    10,351     Commercial  –excluding delivery                    service                1,920   2,479     5,983     7,429                 –delivery service        2,611   1,713     6,109     4,037     Industrial  –excluding delivery                    service                  145     222       465     1,269                 –delivery service          867     854     2,370     1,904     Total System Sales                    9,565   8,836    25,469    24,990    GAS   Revenues (In Millions)     Residential –excluding delivery                    service                $51.3   $48.6    $344.5    $332.9                 –delivery service          3.1     0.8      16.6      10.0                 –total                    54.4    49.4     361.1     342.9     Commercial  –excluding delivery                    service                 17.2    14.3     108.8      98.2                 –delivery service          5.2     3.7      22.2      19.7     Industrial  –excluding delivery                    service                  1.1     1.1       6.5       7.0                 –delivery service          3.2     1.6       8.7       5.6     System Sales                           81.1    70.1     507.3     473.4     Off-System Sales                       33.6     4.0     114.1      28.6     Other                                   1.2     1.2       5.5       5.4     Total                                $115.9   $75.3    $626.9    $507.4    Sales (In Thousands) – DTH     Residential –excluding delivery                    service                2,488   2,633    27,054    27,741                 –delivery service          318     362     3,821     4,398                 –total                   2,806   2,995    30,875    32,139     Commercial  –excluding delivery                    service                1,170   1,056     9,989     9,644                 –delivery service        5,030   5,759    22,201    24,375     Industrial  –excluding delivery                    service                   80      77       632       635                 –delivery service        4,899   3,090    13,927    10,903     System Sales                         13,985  12,977    77,624    77,696     Off-System Sales                      3,623     594    14,501     4,005     Total                                17,608  13,571    92,125    81,701      Utility operating statistics do not reflect the elimination of     intercompany transactions.     Heating/Cooling Degree Days (Calendar-Month Basis)   Heating Degree Days – Actual               39      49     3,129     3,111                       – Normal               87      87     3,054     3,078   Cooling Degree Days – Actual              686     538       896       831                       – Normal              581     581       822       818      Constellation Energy Group and Subsidiaries    Supplemental Financial Statistics (Unaudited)                                                           Nine Months Ended                                                              September 30,                                                             2005      2004    Ratio of Earnings to Fixed Charges                        3.12      3.05    Effective Tax Rate                                       24.4%     20.4%    Equity Investment In Nonregulated    Businesses — End of Period                          $3,902.8  $3,377.8    Equity Investment In Regulated    Business — End of Period                            $1,675.5  $1,442.5      Common Stock Data                                       Three Months Ended  Nine Months Ended                                          September 30,      September 30,                                          2005     2004      2005     2004    Common Stock Dividends – Per Share     –Declared                          $0.335   $0.285    $1.005   $0.855     –Paid                              $0.335   $0.285    $0.955   $0.830    Market Value Per Share     –High                              $62.09   $41.18    $62.09   $41.47     –Low                               $56.50   $36.76    $43.01   $35.89     –Close                             $61.60   $39.84    $61.60   $39.84    Shares Outstanding–End of Period    (In Millions)                         178.4    175.7     178.4    175.7    Book Value per Share–End of Period   $31.27   $27.43    $31.27   $27.43    Prior-period statistics have been adjusted for discontinued operations.  

Constellation Energy

CONTACT: Media: Robert L. Gould or Angelique Rewers, +1-410-234-7433, orInvestors: Kevin Hadlock, +1-410-783-3647, all of Constellation Energy

Web site: http://www.constellation.com/

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