EX-99 2 a04-11977_1ex99.htm EX-99

Exhibit 99

 

Constellation Energy Reports

Strong Third Quarter Earnings - Affirms 14 – 18 percent 2004 Earnings Growth

 

 

BALTIMORE, Oct. 29, 2004 - Constellation Energy (NYSE: CEG) today reported earnings of $1.19 per share for the three months ending Sept. 30, 2004, compared to the $1.15 per share earned during the same period last year. Excluding special items of $(0.03) per share, Constellation Energy earned $1.22 per share, compared to the company’s earnings guidance range provided in July of $1.03 - $1.18 per share.  Earnings excluding special items for the first nine months of 2004 were $2.45 per share, up $0.36 per share or 17 percent compared to earnings excluding special items of $2.09 per share in 2003.  Reported earnings for the first nine months of 2004 were $2.36 per share compared to earnings of $0.95 per share for the first nine months of 2003.  The company affirmed calendar year 2004 earnings per share guidance of $3.15 - $3.25.

 

“I am pleased to report another strong quarter,” said Mayo A. Shattuck III, chairman, president and chief executive officer of Constellation Energy. “Our focus on customer service, energy logistics and risk management continues to yield superior results.  Our leading wholesale and retail competitive supply business platform is strategically positioned to realize the opportunities presented by competitive energy procurement.  We view the expansion of the PJM interconnection and the coming adoption of competitive market rules by the Midwest ISO, as well as ongoing discussions of competitive procurement in Ohio and California, to be extremely positive.  These are early signs that the consumer benefits of deregulation and enhanced grid reliability offered by well-functioning wholesale markets are stimulating renewed interest in competitive procurement.  We have the right business model for open competitive markets and are well positioned to realize their potential,” said Shattuck.

 

The following table summarizes both earnings per share excluding special items and earnings per share reported in accordance with generally accepted accounting principles (GAAP) for the three and nine months ended Sept. 30, 2004 and 2003:

 


 

 

 

Three Months Ended September 30,

 

 

 

2004

 

2003

 

EARNINGS PER COMMON SHARE

 

Reported
GAAP
EPS

 

EPS
Excluding
Special Items

 

Reported
GAAP
EPS

 

EPS
Excluding
Special Items

 

Baltimore Gas and Electric

 

$

0.16

 

$

0.16

 

$

0.12

 

$

0.12

 

Merchant energy

 

1.07

 

1.07

 

1.03

 

1.03

 

Other nonregulated

 

(0.04

)

(0.01

)(1)

—

 

—

 

Diluted EPS

 

$

1.19

 

$

1.22

 

$

1.15

 

$

1.15

 

 

GAAP EPS was adjusted by the following amounts to calculate EPS excluding special items:

(1) Loss on sale of investments and other assets - $0.03 per share.

 

 

 

Nine Months Ended September 30,

 

 

 

2004

 

2003

 

EARNINGS PER COMMON SHARE

 

Reported
GAAP
EPS

 

EPS
Excluding
Special Items

 

Reported
GAAP
EPS

 

EPS
Excluding
Special Items

 

Baltimore Gas and Electric

 

$

0.72

 

$

0.72

 

$

0.73

 

$

0.73

 

Merchant energy

 

1.96

 

1.75

(1)

1.37

 

1.37

 

Other nonregulated

 

(0.04

)

(0.02

)(2)

0.05

 

(0.01

)(3)

Diluted EPS from Continuing Operations and

 

 

 

 

 

 

 

 

 

Before Cumulative Effects of Changes in Accounting Principles

 

$

2.64

 

$

2.45

 

$

2.15

 

$

2.09

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations - Assuming Dilution

 

(0.28

)

 

 

—

 

 

 

Cumulative effects of changes in accounting principles - Assuming Dilution

 

—

 

 

 

(1.20

)

 

 

Diluted EPS

 

$

2.36

 

 

 

$

0.95

 

 

 

 

GAAP EPS was adjusted by the following amounts to calculate EPS excluding special items:

(1) Synfuel tax credits associated with 2003 production at S.C. facility - ($0.21) per share.

(2) Net loss on sales of investments and other assets - $0.01 per share and impairment losses and other costs - $0.01 per share.

(3) Gain on sales of investments and other assets - ($0.06) per share.

 

Baltimore Gas and Electric (BGE)

 

BGE reported earnings of $0.16 per share for the third quarter of 2004, consistent with the $0.13 - $0.17 earnings per share guidance range provided in July and $0.04 higher than the $0.12 per share earned for the third quarter of 2003.  Compared to last year, the benefit from the absence of the 2003 costs of Hurricane Isabel and several other severe summer storms was partially offset by the absence of 2003 favorable Market Based Rate gas and property tax recoveries and Sarbanes-Oxley 404 attestation, enterprise information systems and other costs.

 


 

Merchant Energy

 

For the third quarter of 2004, our merchant energy business earned $1.07 per share. These results were above the $0.89 - $1.03 per share earnings guidance range and the $1.03 per share earned during the third quarter of 2003.  Earnings contributions from our Constellation Energy Commodities Group and Constellation NewEnergy competitive supply businesses, our synfuel investments, and our newly-acquired Ginna nuclear facility added to earnings compared to last year.  The favorable items were partially offset by Sarbanes-Oxley 404 attestation, enterprise systems and other costs and a decrease in the Mid-Atlantic generation fleet’s gross margin.  As expected, the Mid-Atlantic fleet’s gross margin decreased in the third quarter of 2004 compared to last year and will increase in the fourth quarter.

 

The September 2004 Financial Statements and selected supplemental information are attached.

 

Earnings Excluding Special Items

 

Constellation Energy presents earnings excluding special items in addition to its reported earnings per share in accordance with generally accepted accounting principles (reported GAAP EPS). Earnings excluding special items is a non-GAAP financial measure that differs from reported GAAP EPS because it excludes the cumulative effects of changes in accounting principles, losses from discontinued operations, gains or losses on the sale of non-core assets, and other 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. We present earnings excluding special items 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 gains or losses on sales of non-core investments and workforce reduction costs, 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 or is not classified as a special item). 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 earnings excluding special items. Constellation Energy is unable to reconcile its 2004 earnings guidance excluding special items to GAAP earnings per share because we do not predict the future impact of special items due to the difficulty of doing so. The impact of special items 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, 2004 on or about Nov. 8, 2004.

 

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. 29, 2004

 

Constellation Energy will host a conference call at 8:30 a.m. EDT on Oct. 29, 2004, to review its results. To participate, investors, analysts, and members of the media in the United States may dial 1-800-862-9098 shortly before 8:30 a.m. The international dial-in number is 1-785-424-1051. The conference call host is Constellation Energy, and the password is “Energy.”  A replay of the call will be available for one week. The replay number is 1-800-938-2376; the number for international callers is 1-402-220-1129. A live audio webcast of the conference call, as well as presentation slides and the third quarter 2004 earnings press release will be available on the Investor Relations page of the company Web site, 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.

 


 

About Constellation Energy

 

Constellation Energy (www.constellation.com), a Fortune 500 company based in Baltimore, is the nation’s leading competitive supplier of electricity to large commercial and industrial customers and one of the nation’s largest wholesale power sellers. Constellation Energy also manages fuels and energy services on behalf of energy intensive industries and utilities. It owns and operates a 12,500 MW diversified generation fleet in 11 states. The company delivers electricity and natural gas through the Baltimore Gas and Electric Company (BGE), its regulated utility in Central Maryland. In 2003, the combined revenues of the integrated energy company totaled $9.7 billion.

 

# # #

 


 

Addendum – Special Items Recognized in Third Quarter 2004

 

Net Loss on Sale of Investments and Other Assets - before-tax loss of $7.5 million, or $(0.03) per share

 

In the third quarter of 2004, we recognized a $(7.5) million pre-tax or $(4.6) million after-tax loss relating to the liquidation of a non-core financial investment. We have classified this as a special item for consistency with prior treatment of non-core asset dispositions.

 


 

Constellation Energy Group and Subsidiaries

Consolidated Statements of Income (Unaudited)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

(In Millions, Except Per Share Amounts)

 

Revenues

 

 

 

 

 

 

 

 

 

Nonregulated revenues

 

$

2,777.9

 

$

1,940.0

 

$

7,216.5

 

$

5,173.8

 

Regulated electric revenues

 

582.0

 

582.3

 

1,543.6

 

1,505.5

 

Regulated gas revenues

 

74.6

 

78.3

 

504.0

 

514.0

 

Total revenues

 

3,434.5

 

2,600.6

 

9,264.1

 

7,193.3

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

Operating expenses

 

2,808.8

 

2,012.6

 

7,806.0

 

5,834.1

 

Impairment losses and other costs

 

1.1

 

—

 

3.7

 

—

 

Workforce reduction costs

 

—

 

0.7

 

—

 

2.1

 

Depreciation and amortization

 

138.4

 

127.7

 

391.6

 

355.6

 

Accretion of asset retirement obligations

 

14.5

 

10.7

 

38.1

 

32.0

 

Taxes other than income taxes

 

67.7

 

61.8

 

195.0

 

191.7

 

Total expenses

 

3,030.5

 

2,213.5

 

8,434.4

 

6,415.5

 

Net (Loss) Gain on Sales of Investments and Other Assets

 

(7.5

)

2.1

 

(1.6

)

16.3

 

Income from Operations

 

396.5

 

389.2

 

828.1

 

794.1

 

Other (Expense) Income

 

(2.7

)

4.5

 

7.6

 

19.3

 

Fixed Charges

 

 

 

 

 

 

 

 

 

Interest expense

 

80.7

 

85.3

 

249.0

 

251.2

 

Interest capitalized and allowance for borrowed funds used during construction

 

(2.3

)

(2.3

)

(8.1

)

(9.5

)

BGE preference stock dividends

 

3.3

 

3.3

 

9.9

 

9.9

 

Total fixed charges

 

81.7

 

86.3

 

250.8

 

251.6

 

Income from Continuing Operations Before Income Taxes

 

312.1

 

307.4

 

584.9

 

561.8

 

Income Taxes

 

101.5

 

114.5

 

130.9

 

205.1

 

Income from Continuing Operations and Before Cumulative Effects of Changes in Accounting Principles

 

210.6

 

192.9

 

454.0

 

356.7

 

Loss from discontinued operations, net of income taxes of $0.1 and $26.5, respectively

 

(0.2

)

—

 

(49.2

)

—

 

Cumulative effects of changes in accounting principles, net of income taxes of $119.5

 

—

 

—

 

—

 

(198.4

)

Net Income

 

$

210.4

 

$

192.9

 

$

404.8

 

$

158.3

 

Earnings Applicable to Common Stock

 

$

210.4

 

$

192.9

 

$

404.8

 

$

158.3

 

 

 

 

 

 

 

 

 

 

 

Average Shares of Common Stock Outstanding - Basic

 

175.5

 

167.0

 

170.7

 

165.9

 

Average Shares of Common Stock Outstanding - Diluted

 

176.4

 

167.7

 

171.8

 

166.2

 

Earnings Per Common Share from Continuing Operations and Before Cumulative Effects of Changes in Accounting Principles - Basic

 

$

1.20

 

$

1.16

 

$

2.66

 

$

2.15

 

Loss from discontinued operations - Basic

 

—

 

—

 

(0.29

)

—

 

Cumulative effects of changes in accounting principles - Basic

 

—

 

—

 

—

 

(1.20

)

Earnings Per Common Share - Basic

 

$

1.20

 

$

1.16

 

$

2.37

 

$

0.95

 

Earnings Per Common Share from Continuing Operations and Before Cumulative Effects of Changes in Accounting Principles - Diluted

 

$

1.19

 

$

1.15

 

$

2.64

 

$

2.15

 

Loss from discontinued operations - Diluted

 

—

 

—

 

(0.28

)

—

 

Cumulative effects of changes in accounting principles - Diluted

 

—

 

—

 

—

 

(1.20

)

Earnings Per Common Share - Diluted

 

$

1.19

 

$

1.15

 

$

2.36

 

$

0.95

 

 

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,
2004

 

December 31,
2003

 

ASSETS

 

(In Millions)

 

Current Assets

 

 

 

Cash and cash equivalents

 

$

528.9

 

$

721.3

 

Accounts receivable (net of allowance for uncollectibles of $41.6 and $51.7, respectively)

 

1,392.8

 

1,563.0

 

Mark-to-market energy assets

 

568.8

 

488.3

 

Risk management assets

 

594.9

 

249.5

 

Materials and supplies

 

201.4

 

203.2

 

Fuel stocks

 

327.5

 

196.8

 

Other

 

236.7

 

221.4

 

Total current assets

 

3,851.0

 

3,643.5

 

Investments And Other Assets

 

 

 

 

 

Nuclear decommissioning trust funds

 

986.8

 

736.1

 

Investments in qualifying facilities and power projects

 

326.8

 

332.6

 

Mark-to-market energy assets

 

412.1

 

261.9

 

Risk management assets

 

341.2

 

158.4

 

Goodwill

 

142.5

 

144.0

 

Other

 

289.6

 

343.8

 

Total investments and other assets

 

2,499.0

 

1,976.8

 

Property, Plant And Equipment

 

 

 

 

 

Nonregulated property, plant and equipment

 

8,600.4

 

8,110.0

 

Regulated property, plant and equipment

 

5,381.5

 

5,266.7

 

Nuclear fuel (net of amortization)

 

232.6

 

202.9

 

Accumulated depreciation

 

(4,191.7

)

(3,978.1

)

Net property, plant and equipment

 

10,022.8

 

9,601.5

 

Deferred Charges

 

 

 

 

 

Regulatory assets (net)

 

206.6

 

229.5

 

Other

 

157.0

 

149.6

 

Total deferred charges

 

363.6

 

379.1

 

Total Assets

 

$

16,736.4

 

$

15,600.9

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Short-term borrowings

 

$

1.5

 

$

9.6

 

Current portion of long-term debt

 

528.7

 

343.2

 

Accounts payable

 

849.0

 

1,149.2

 

Customer deposits and collateral

 

187.4

 

194.5

 

Mark-to-market energy liabilities

 

578.1

 

474.6

 

Risk management liabilities

 

174.8

 

134.6

 

Other

 

572.0

 

552.2

 

Total current liabilities

 

2,891.5

 

2,857.9

 

Deferred Credits And Other Liabilities

 

 

 

 

 

Deferred income taxes

 

1,490.3

 

1,384.4

 

Asset retirement obligations

 

809.5

 

595.9

 

Mark-to-market energy liabilities

 

355.2

 

258.0

 

Risk management liabilities

 

505.9

 

170.1

 

Postretirement and postemployment benefits

 

375.5

 

361.8

 

Net pension liability

 

196.5

 

225.7

 

Deferred investment tax credits

 

73.0

 

78.4

 

Other

 

172.5

 

185.6

 

Total deferred credits and other liabilities

 

3,978.4

 

3,259.9

 

Long-Term Debt

 

 

 

 

 

Long-term debt of nonregulated businesses

 

3,747.1

 

3,739.2

 

Long-term debt of BGE

 

1,265.9

 

1,395.7

 

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

 

(11.2

)

(10.2

)

Current portion of long-term debt

 

(528.7

)

(343.2

)

Total long-term debt

 

4,730.8

 

5,039.2

 

Minority Interests

 

125.4

 

113.4

 

BGE Preference Stock Not Subject To Mandatory Redemption

 

190.0

 

190.0

 

Common Shareholders’ Equity

 

 

 

 

 

Common stock

 

2,478.6

 

2,179.8

 

Retained earnings

 

2,341.2

 

2,081.9

 

Accumulated other comprehensive income (loss)

 

0.5

 

(121.2

)

Total common shareholders’ equity

 

4,820.3

 

4,140.5

 

Total Liabilities And Equity

 

$

16,736.4

 

$

15,600.9

 

 

Certain prior-period amounts have been reclassified to conform with the current period’s presentation

 


 

Constellation Energy Group and Subsidiaries

Merchant Energy Operating Statistics (Unaudited)

 

 

 

Nine Months Ended September 30,

 

 

 

Nuclear

 

Coal

 

Oil

 

Hydro &
Gas

 

Other

 

Total

 

Generation by Fuel Type (%)

 

 

 

 

 

 

 

 

 

 

 

 

 

2004

 

49.9

 

33.3

 

2.0

 

12.7

 

2.1

 

100.0

 

2003

 

48.7

 

36.2

 

1.8

 

10.9

 

2.4

 

100.0

 

 

Utility Operating Statistics (Unaudited)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

ELECTRIC

 

 

 

 

 

 

 

 

 

Revenues (In Millions)

 

 

 

 

 

 

 

 

 

Residential

•with househeating

 

$

97.3

 

$

89.1

 

$

310.7

 

$

300.0

 

 

•other

 

203.0

 

190.7

 

490.6

 

448.1

 

 

•total

 

300.3

 

279.8

 

801.3

 

748.1

 

Commercial

•excluding delivery service

 

221.8

 

225.9

 

556.9

 

553.2

 

 

•delivery service

 

19.8

 

20.1

 

52.8

 

46.9

 

Industrial 

•excluding delivery service

 

19.3

 

39.2

 

80.1

 

107.9

 

 

•delivery service

 

6.7

 

4.9

 

15.2

 

13.3

 

System Sales

 

567.9

 

569.9

 

1,506.3

 

1,469.4

 

Other

 

14.1

 

12.4

 

37.3

 

36.2

 

Total

 

$

582.0

 

$

582.3

 

$

1,543.6

 

$

1,505.6

 

Sales (In Thousands) - MWH

 

 

 

 

 

 

 

 

 

Residential

•with househeating

 

1,183

 

1,109

 

4,255

 

4,200

 

 

•other

 

2,385

 

2,255

 

6,096

 

5,598

 

 

•total

 

3,568

 

3,364

 

10,351

 

9,798

 

Commercial

•excluding delivery service

 

2,479

 

2,814

 

7,429

 

7,691

 

 

•delivery service

 

1,713

 

1,454

 

4,037

 

3,666

 

Industrial

•excluding delivery service

 

222

 

651

 

1,269

 

1,905

 

 

•delivery service

 

854

 

492

 

1,904

 

1,332

 

Total System Sales

 

8,836

 

8,775

 

24,990

 

24,392

 

GAS

 

 

 

 

 

 

 

 

 

Revenues (In Millions)

 

 

 

 

 

 

 

 

 

Residential

•excluding delivery service

 

$

48.6

 

$

46.4

 

$

332.9

 

$

320.0

 

 

•delivery service

 

0.8

 

0.8

 

10.0

 

9.9

 

 

•total

 

49.4

 

47.2

 

342.9

 

329.9

 

Commercial

•excluding delivery service

 

14.3

 

14.3

 

98.2

 

95.7

 

 

•delivery service

 

3.7

 

3.4

 

19.7

 

17.0

 

Industrial

•excluding delivery service

 

1.1

 

1.2

 

7.0

 

8.3

 

 

•delivery service

 

1.6

 

2.2

 

5.6

 

8.0

 

System Sales

 

70.1

 

68.3

 

473.4

 

458.9

 

Off-System Sales

 

4.0

 

11.4

 

28.6

 

60.1

 

Other

 

1.2

 

1.3

 

5.4

 

5.5

 

Total

 

$

75.3

 

$

81.0

 

$

507.4

 

$

524.5

 

Sales (In Thousands) - DTH

 

 

 

 

 

 

 

 

 

Residential

•excluding delivery service

 

2,633

 

2,909

 

27,741

 

29,144

 

 

•delivery service

 

362

 

422

 

4,398

 

4,812

 

 

•total

 

2,995

 

3,331

 

32,139

 

33,956

 

Commercial

•excluding delivery service

 

1,056

 

1,170

 

9,644

 

10,074

 

 

•delivery service

 

5,759

 

5,019

 

24,375

 

20,932

 

Industrial

•excluding delivery service

 

77

 

75

 

635

 

765

 

 

•delivery service

 

3,090

 

3,662

 

10,903

 

13,610

 

System Sales

 

12,977

 

13,257

 

77,696

 

79,337

 

Off-System Sales

 

594

 

1,965

 

4,005

 

8,701

 

Total

 

13,571

 

15,222

 

81,701

 

88,038

 

 

Utility operating statistics do not reflect the elimination of intercompany transactions.

Heating/Cooling Degree Days (Calendar-Month Basis)

 

Heating Degree Days

•Actual

 

49

 

57

 

3,111

 

3,482

 

 

•Normal

 

87

 

87

 

3,078

 

3,034

 

Cooling Degree Days

•Actual

 

538

 

580

 

831

 

733

 

 

•Normal

 

581

 

577

 

818

 

816

 

 


 

Constellation Energy Group and Subsidiaries

Supplemental Financial Statistics (Unaudited)

 

 

 

Nine Months Ended
September 30,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Ratio of Earnings to Fixed Charges

 

3.13

 

3.03

 

 

 

 

 

 

 

Effective Tax Rate (includes $102.5 million of synthetic fuel tax credits for the nine months ended September 30, 2004)

 

22.0

%

35.9

%

 

 

 

 

 

 

Equity Investment In Nonregulated Businesses — End of Period

 

$

3,377.8

 

$

2,448.3

 

 

 

 

 

 

 

Equity Investment In Utility Business — End of Period

 

$

1,442.5

 

$

1,473.4

 

 

Common Stock Data

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Common Stock Dividends - Per Share

 

 

 

 

 

 

 

 

 

•Declared

 

$

0.285

 

$

0.260

 

$

0.855

 

$

0.780

 

•Paid

 

$

0.285

 

$

0.260

 

$

0.830

 

$

0.760

 

 

 

 

 

 

 

 

 

 

 

Market Value Per Share

 

 

 

 

 

 

 

 

 

•High

 

$

41.18

 

$

37.65

 

$

41.47

 

$

37.65

 

•Low

 

$

36.76

 

$

31.75

 

$

35.89

 

$

25.17

 

•Close

 

$

39.84

 

$

35.78

 

$

39.84

 

$

35.78

 

 

 

 

 

 

 

 

 

 

 

Shares Outstanding—End of Period (In Millions)

 

175.7

 

167.1

 

175.7

 

167.1

 

 

 

 

 

 

 

 

 

 

 

Book Value per Share—End of Period

 

$

27.43

 

$

23.47

 

$

27.43

 

$

23.47