Edgar Filing: BALTIMORE GAS & ELECTRIC CO

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TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended September 30, 2009


Commission File Number	Exact name of registrant as specified in its charter	IRS Employer Identification No.
1-12869	CONSTELLATION ENERGY GROUP, INC.	52-1964611

100 CONSTELLATION WAY, BALTIMORE, MARYLAND 21202
(Address of principal executive offices) (Zip Code)

410-470-2800
(Registrant's telephone number, including area code)


1-1910		BALTIMORE GAS AND ELECTRIC COMPANY		52-0280210

2 CENTER PLAZA, 110 WEST FAYETTE STREET, BALTIMORE, MARYLAND 21202
(Address of principal executive offices) (Zip Code)

410-234-5000
(Registrant's telephone number, including area code)

MARYLAND
(State of Incorporation of both registrants)

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) have been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether Constellation Energy Group, Inc. has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether Baltimore Gas and Electric Company has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether Constellation Energy Group, Inc. is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o

Indicate by check mark whether Baltimore Gas and Electric Company is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý		Smaller reporting company o

Indicate by check mark whether Constellation Energy Group, Inc. is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No ý

Indicate by check mark whether Baltimore Gas and Electric Company is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No ý

Common Stock, without par value 200,899,295 shares outstanding
of Constellation Energy Group, Inc. on October 30, 2009.

Baltimore Gas and Electric Company meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form in the reduced disclosure format.

Table of Contents

TABLE OF CONTENTS

			Page

Part I—Financial Information			3
	Item 1—Financial Statements		3
		Constellation Energy Group, Inc. and Subsidiaries
		Consolidated Statements of Income (Loss)	3
		Consolidated Statements of Comprehensive Income (Loss)	3
		Consolidated Balance Sheets	4
		Consolidated Statements of Cash Flows	6
		Baltimore Gas and Electric Company and Subsidiaries
		Consolidated Statements of Income (Loss)	7
		Consolidated Balance Sheets	8
		Consolidated Statements of Cash Flows	10
		Notes to Consolidated Financial Statements	11
	Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations		44
		Introduction and Overview	44
		Business Environment	44
		Events of 2009	45
		Results of Operations	47
		Financial Condition	64
		Capital Resources	70
	Item 3—Quantitative and Qualitative Disclosures About Market Risk		76
	Items 4 and 4(T)—Controls and Procedures		76
Part II—Other Information			77
	Item 1—Legal Proceedings		77
	Item 2—Issuer Purchases of Equity Securities		77
	Item 5—Other Information		78
	Item 6—Exhibits		79
	Signature		80

Table of Contents

PART 1—FINANCIAL INFORMATION

Item 1—Financial Statements

CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

Constellation Energy Group, Inc. and Subsidiaries

		Three Months Ended September 30,						Nine Months Ended September 30,

		2009			2008			2009			2008

		(In millions, except per share amounts)
Revenues
	Nonregulated revenues	$	3,161.7		$	4,351.0		$	9,371.3		$	12,187.2
	Regulated electric revenues		788.3			822.3			2,250.8			1,980.3
	Regulated gas revenues		77.7			150.3			573.1			724.4

	Total revenues		4,027.7			5,323.6			12,195.2			14,891.9
Expenses
	Fuel and purchased energy expenses		2,650.4			4,318.0			8,555.2			11,620.5
	Operating expenses		587.7			482.9			1,730.6			1,784.5
	Merger termination and strategic alternatives costs		4.9			39.2			51.2			39.2
	Impairment losses and other costs		7.5			477.1			103.3			477.1
	Workforce reduction costs		0.4			2.2			11.6			2.2
	Depreciation, depletion, and amortization		149.3			134.3			446.8			424.5
	Accretion of asset retirement obligations		18.5			17.2			54.6			50.8
	Taxes other than income taxes		74.4			81.1			224.7			227.0

	Total expenses		3,493.1			5,552.0			11,178.0			14,625.8
Net (loss) gain on divestitures			(0.3	)		—			(464.4	)		91.5

Income (Loss) from Operations			534.3			(228.4	)		552.8			357.6
Other Income (Expense)			38.7			(15.8	)		23.3			42.2
Fixed Charges
	Interest expense		129.7			100.0			406.8			252.3
	Interest capitalized and allowance for borrowed funds used during construction		(22.5	)		(10.5	)		(65.7	)		(26.2	)

	Total fixed charges		107.2			89.5			341.1			226.1

Income (Loss) from Operations Before Income Taxes			465.8			(333.7	)		235.0			173.7
Income Tax Expense (Benefit)			298.4			(111.6	)		159.0			71.4

Net Income (Loss)			167.4			(222.1	)		76.0			102.3
Less: Net Income Attributable to Noncontrolling Interests and BGE Preference Stock Dividends			29.8			3.6			53.8			10.8

Net Income (Loss) Attributable to Common Stock		$	137.6		$	(225.7	)	$	22.2		$	91.5

Average Shares of Common Stock Outstanding—Basic			199.6			178.4			199.1			178.3
Average Shares of Common Stock Outstanding—Diluted			200.8			179.5			199.9			180.0
Earnings (Loss) Per Common Share—Basic		$	0.69		$	(1.27	)	$	0.11		$	0.51

Earnings (Loss) Per Common Share—Diluted		$	0.69		$	(1.27	)	$	0.11		$	0.51

Dividends Declared Per Common Share		$	0.24		$	0.4775		$	0.72		$	1.4325

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

Constellation Energy Group, Inc. and Subsidiaries

				Three Months Ended September 30,						Nine Months Ended September 30,

				2009			2008			2009			2008

				(In millions)
Net Income (Loss)				$	167.4		$	(222.1	)	$	76.0		$	102.3
	Other comprehensive income (OCI)
		Hedging instruments:
			Reclassification of net loss (gain) on hedging instruments from OCI to net (loss) income, net of taxes		358.9			(166.4	)		1,218.3			(88.4	)
			Net unrealized loss on hedging instruments, net of taxes		(29.9	)		(1,059.4	)		(414.8	)		(186.0	)
		Available-for-sale securities:
			Reclassification of net (gain) loss on sales of securities from OCI to net (loss) income, net of taxes		(2.6	)		8.9			26.9			10.5
			Net unrealized gain (loss) on securities, net of taxes		56.7			(79.1	)		75.6			(107.8	)
		Defined benefit obligations:
			Amortization of net actuarial loss, prior service cost, and transition obligation included in net periodic benefit cost, net of taxes		7.4			5.4			29.5			15.9
		Net unrealized gain on foreign currency, net of taxes			2.4			0.5			6.9			0.1

	Comprehensive income (loss)				560.3			(1,512.2	)		1,018.4			(253.4	)
		Less: Comprehensive income attributable to noncontrolling interests, net of taxes			29.8			3.6			53.8			10.8

Comprehensive Income (Loss) Attributable to Common Stock				$	530.5		$	(1,515.8	)	$	964.6		$	(264.2	)

See Notes to Consolidated Financial Statements.
Certain prior-period amounts have been reclassified to conform with the current period's presentation.

Table of Contents

CONSOLIDATED BALANCE SHEETS

Constellation Energy Group, Inc. and Subsidiaries

			*September 30,* 2009*			December 31, 2008


			(In millions)
Assets
	Current Assets
		Cash and cash equivalents	$	742.6		$	202.2
		Accounts receivable (net of allowance for uncollectibles of $180.9 and $240.6, respectively)		2,217.1			3,389.9
		Fuel stocks		303.8			717.9
		Materials and supplies		224.4			224.5
		Derivative assets		582.8			1,465.0
		Unamortized energy contract assets		89.8			81.3
		Restricted cash		48.9			1,030.5
		Deferred income taxes		346.0			268.0
		Other		264.7			815.5

		Total current assets		4,820.1			8,194.8

Investments and Other Noncurrent Assets
		Nuclear decommissioning trust funds		1,200.4			1,006.3
		Other investments		350.0			421.0
		Regulatory assets (net)		434.1			494.7
		Goodwill		25.4			4.6
		Derivative assets		917.7			851.8
		Unamortized energy contract assets		212.5			173.1
		Other		292.0			421.3

		Total investments and other noncurrent assets		3,432.1			3,372.8

Property, Plant and Equipment
		Property, plant and equipment		16,148.0			15,285.6
		Nuclear fuel (net of amortization)		528.4			443.0
		Accumulated depreciation		(5,222.6	)		(5,012.1	)

		Net property, plant and equipment		11,453.8			10,716.5

	Total Assets		$	19,706.0		$	22,284.1

* Unaudited
See Notes to Consolidated Financial Statements.
Certain prior-period amounts have been reclassified to conform with the current period's presentation.

Table of Contents

CONSOLIDATED BALANCE SHEETS

Constellation Energy Group, Inc. and Subsidiaries

				*September 30,* 2009*			December 31, 2008


				(In millions)
Liabilities and Equity
	Current Liabilities
		Short-term borrowings		$	334.9		$	855.7
		Current portion of long-term debt			1,333.6			2,591.5
		Accounts payable and accrued liabilities			1,368.9			2,370.1
		Customer deposits and collateral			105.4			120.3
		Derivative liabilities			823.1			1,241.8
		Unamortized energy contract liabilities			397.4			393.5
		Accrued expenses			393.9			373.1
		Other			447.7			514.2

		Total current liabilities			5,204.9			8,460.2

	Deferred Credits and Other Noncurrent Liabilities
		Deferred income taxes			1,223.2			677.0
		Asset retirement obligations			1,040.8			987.3
		Derivative liabilities			964.8			1,115.0
		Unamortized energy contract liabilities			682.3			906.4
		Defined benefit obligations			1,049.5			1,354.3
		Deferred investment tax credits			39.6			44.1
		Other			365.8			249.6

		Total deferred credits and other noncurrent liabilities			5,366.0			5,333.7

	Long-term Debt, Net of Current Portion				4,839.6			5,098.7
	Equity
		Common shareholders' equity:
			Common stock		3,213.0			3,164.5
			Retained earnings		2,089.4			2,228.7
			Accumulated other comprehensive loss		(1,269.4	)		(2,211.8	)

		Total common shareholders' equity			4,033.0			3,181.4
		BGE preference stock not subject to mandatory redemption			190.0			190.0
		Noncontrolling interests			72.5			20.1

		Total equity			4,295.5			3,391.5

	Commitments and Contingencies (see Notes)
	Total Liabilities and Equity			$	19,706.0		$	22,284.1

* Unaudited
See Notes to Consolidated Financial Statements.
Certain prior-period amounts have been reclassified to conform with the current period's presentation.

Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Constellation Energy Group, Inc. and Subsidiaries

Nine Months Ended September 30,				2009			2008


				(In millions)
Cash Flows From Operating Activities
	Net income			$	76.0		$	102.3
	Adjustments to reconcile to net cash provided by operating activities
		Depreciation, depletion, and amortization			446.8			424.5
		Amortization of nuclear fuel			102.7			91.2
		Amortization of energy contracts			(149.7	)		(193.8	)
		All other amortization			93.2			18.2
		Accretion of asset retirement obligations			54.6			50.8
		Deferred income taxes			(63.8	)		45.0
		Investment tax credit adjustments			(4.5	)		(4.8	)
		Deferred fuel costs			55.4			40.8
		Defined benefit obligation expense			83.5			77.2
		Defined benefit obligation payments			(361.2	)		(111.4	)
		Workforce reduction costs			11.6			2.2
		Impairment losses and other costs			103.3			477.1
		Impairment losses on nuclear decommissioning trust assets			62.6			43.6
		Merger termination and strategic alternatives costs			37.2			—
		Loss (gain) on divestitures			464.4			(103.8	)
		Gains on termination of contracts			—			(81.6	)
		Equity in earnings of affiliates less than dividends received			17.8			1.1
		Derivative contracts classified as financing activities			1,007.0			(37.1	)
		Changes in:
			Accounts receivable, excluding margin		754.2			221.2
			Derivative assets and liabilities, excluding collateral		125.0			(935.0	)
			Net collateral and margin		1,504.8			(568.6	)
			Materials, supplies, and fuel stocks		239.8			(328.5	)
			Other current assets		223.9			(134.7	)
			Accounts payable and accrued liabilities		(1,010.9	)		57.2
			Liability for uncertain tax expense		96.7			—
			Other current liabilities		(47.9	)		(173.8	)
		Other			53.1			6.6

	Net cash provided by (used in) operating activities				3,975.6			(1,014.1	)

Cash Flows From Investing Activities
	Investments in property, plant and equipment				(1,243.2	)		(1,360.5	)
	Asset and business acquisitions, net of cash acquired				(20.8	)		(316.5	)
	Investments in nuclear decommissioning trust fund securities				(349.5	)		(365.4	)
	Proceeds from nuclear decommissioning trust fund securities				330.8			346.7
	Proceeds from sales of investments and other assets				81.1			241.2
	Contract and portfolio acquisitions				(2,153.7	)		—
	Repayments of loans receivable				—			26.0
	Decrease in restricted funds				979.9			8.3
	Other				(15.8	)		(4.1	)

	Net cash used in investing activities				(2,391.2	)		(1,424.3	)

Cash Flows From Financing Activities
	Net (repayment) issuance of short-term borrowings				(520.8	)		1,207.5
	Proceeds from issuance of common stock				24.4			17.6
	Proceeds from issuance of long-term debt				121.1			2,100.0
	Repayment of long-term debt				(1,680.6	)		(265.7	)
	Debt issuance costs				(67.8	)		(50.6	)
	Common stock dividends paid				(179.6	)		(250.7	)
	Reacquisition of common stock				—			(16.2	)
	BGE preference stock dividends paid				(9.9	)		(9.9	)
	Proceeds from contract and portfolio acquisitions				2,263.1			—
	Derivative contracts classified as financing activities				(1,007.0	)		37.1
	Other				13.1			7.4

	Net cash (used in) provided by financing activities				(1,044.0	)		2,776.5

Net Increase in Cash and Cash Equivalents					540.4			338.1
Cash and Cash Equivalents at Beginning of Period					202.2			1,095.9

Cash and Cash Equivalents at End of Period				$	742.6		$	1,434.0

See Notes to Consolidated Financial Statements.
Certain prior-period amounts have been reclassified to conform with the current period's presentation.

Table of Contents

CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

Baltimore Gas and Electric Company and Subsidiaries

			Three Months Ended September 30,						Nine Months Ended September 30,

			2009			2008			2009			2008

			(In millions)
Revenues
	Electric revenues		$	788.3		$	822.4		$	2,250.8		$	1,980.5
	Gas revenues			78.2			155.5			576.8			740.0

	Total revenues			866.5			977.9			2,827.6			2,720.5
Expenses
	Operating expenses
		Electricity purchased for resale		508.2			556.6			1,435.9			1,416.2
		Gas purchased for resale		31.2			107.5			340.9			505.2
		Operations and maintenance		142.6			139.5			418.5			409.9
		Merger termination and strategic alternatives costs		—			11.1			—			11.1
	Depreciation and amortization			61.7			49.5			194.3			171.2
	Taxes other than income taxes			44.1			44.1			136.3			130.7

	Total expenses			787.8			908.3			2,525.9			2,644.3

Income from Operations				78.7			69.6			301.7			76.2
Other Income				7.0			9.3			21.7			23.5
Fixed Charges
	Interest expense			35.9			38.6			108.6			105.6
	Allowance for borrowed funds used during construction			(1.1	)		(1.2	)		(3.2	)		(3.3	)

	Total fixed charges			34.8			37.4			105.4			102.3

Income (Loss) Before Income Taxes				50.9			41.5			218.0			(2.6	)
Income Taxes				18.6			18.0			84.7			1.9

Net Income (Loss)				32.3			23.5			133.3			(4.5	)
Preference Stock Dividends				3.3			3.3			9.9			9.9

Net Income (Loss) Attributable to Common Stock before Noncontrolling Interests				29.0			20.2			123.4			(14.4	)
Net Income Attributable to Noncontrolling Interests				(0.4	)		(0.3	)		(0.4	)		(0.1	)

Net Income (Loss) Attributable to Common Stock			$	28.6		$	19.9		$	123.0		$	(14.5	)

See Notes to Consolidated Financial Statements.
Certain prior-period amounts have been reclassified to conform with the current period's presentation.

Table of Contents

CONSOLIDATED BALANCE SHEETS

Baltimore Gas and Electric Company and Subsidiaries

				*September 30,* 2009*			December 31, 2008


				(In millions)
Assets
	Current Assets
		Cash and cash equivalents		$	9.2		$	10.7
		Accounts receivable (net of allowance for uncollectibles of $52.0 and $33.3, respectively)			328.1			327.0
		Accounts receivable, unbilled (net of allowance for uncollectibles of $0.9 and $0.9, respectively)			156.0			232.3
		Investment in cash pool, affiliated company			77.3			148.8
		Accounts receivable, affiliated companies			1.7			4.3
		Income taxes receivable (net)			187.0			2.4
		Fuel stocks			89.1			143.7
		Materials and supplies			32.3			38.4
		Prepaid taxes other than income taxes			64.2			51.0
		Regulatory assets (net)			73.7			79.7
		Restricted cash			46.0			23.7
		Other			2.3			8.4

		Total current assets			1,066.9			1,070.4

	Investments and Other Assets
		Regulatory assets (net)			434.1			494.7
		Receivable, affiliated company			322.5			161.1
		Other			117.0			131.6

		Total investments and other assets			873.6			787.4

	Utility Plant
		Plant in service
			Electric		4,656.1			4,493.7
			Gas		1,243.3			1,221.1
			Common		496.7			476.3

			Total plant in service		6,396.1			6,191.1
		Accumulated depreciation			(2,285.7	)		(2,191.0	)

		Net plant in service			4,110.4			4,000.1
		Construction work in progress			253.3			225.7
		Plant held for future use			2.3			2.6

		Net utility plant			4,366.0			4,228.4

	Total Assets			$	6,306.5		$	6,086.2

* Unaudited
See Notes to Consolidated Financial Statements.
Certain prior-period amounts have been reclassified to conform with the current period's presentation.

Table of Contents

CONSOLIDATED BALANCE SHEETS

Baltimore Gas and Electric Company and Subsidiaries

				*September 30,* 2009*			December 31, 2008


				(In millions)
Liabilities and Equity
	Current Liabilities
		Short-term borrowings		$	334.9		$	370.0
		Current portion of long-term debt			66.5			90.0
		Accounts payable and accrued liabilities			124.2			231.0
		Accounts payable and accrued liabilities, affiliated companies			76.7			97.0
		Customer deposits			74.6			72.3
		Current portion of deferred income taxes			31.8			40.2
		Accrued taxes			21.6			18.8
		Accrued expenses and other			103.9			98.4

		Total current liabilities			834.2			1,017.7

	Deferred Credits and Other Liabilities
		Deferred income taxes			1,074.2			843.3
		Payable, affiliated company			244.4			243.2
		Deferred investment tax credits			9.8			10.6
		Liability for uncertain tax positions			74.8			5.5
		Other			22.8			23.1

		Total deferred credits and other liabilities			1,426.0			1,125.7

	Long-term Debt
		Rate stabilization bonds			537.8			564.4
		Other long-term debt			1,443.0			1,443.0
		6.20% deferrable interest subordinated debentures due October 15, 2043 to wholly owned BGE Capital Trust II relating to trust preferred securities			257.7			257.7
		Long-term debt of nonregulated businesses			—			25.0
		Unamortized discount and premium			(2.2	)		(2.4	)
		Current portion of long-term debt			(66.5	)		(90.0	)

		Total long-term debt			2,169.8			2,197.7

	Equity
		Common shareholder's equity:
			Common stock		912.2			912.2
			Retained earnings		748.4			625.4
			Accumulated other comprehensive income		0.6			0.6

		Total common shareholder's equity			1,661.2			1,538.2
		Preference stock not subject to mandatory redemption			190.0			190.0
		Noncontrolling interest			25.3			16.9

		Total equity			1,876.5			1,745.1

	Commitments and Contingencies (see Notes)
	Total Liabilities and Equity			$	6,306.5		$	6,086.2

* Unaudited
See Notes to Consolidated Financial Statements.
Certain prior-period amounts have been reclassified to conform with the current period's presentation.

Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Baltimore Gas and Electric Company and Subsidiaries

Nine Months Ended September 30,				2009			2008


				(In millions)
Cash Flows From Operating Activities
	Net income (loss)			$	133.3		$	(4.5	)
	Adjustments to reconcile to net cash provided by operating activities
		Depreciation and amortization			194.4			171.2
		Other amortization			6.5			10.2
		Deferred income taxes			289.7			20.5
		Investment tax credit adjustments			(0.8	)		(1.0	)
		Deferred fuel costs			55.4			40.8
		Defined benefit plan expenses			25.7			27.3
		Allowance for equity funds used during construction			(6.1	)		(6.1	)
		Changes in:
			Accounts receivable		75.2			177.1
			Accounts receivable, affiliated companies		2.6			1.9
			Materials, supplies, and fuel stocks		60.7			(73.7	)
			Income tax receivable (net)		(184.6	)		(94.4	)
			Other current assets		(7.0	)		(11.6	)
			Accounts payable and accrued liabilities		(106.8	)		6.1
			Accounts payable and accrued liabilities, affiliated companies		(20.3	)		(51.3	)
			Other current liabilities		(66.9	)		12.2
			Long-term receivables and payables, affiliated companies		(185.8	)		(44.1	)
			Other		38.9			(36.8	)

	Net cash provided by operating activities				304.1			143.8

Cash Flows From Investing Activities
	Utility construction expenditures (excluding equity portion of allowance for funds used during construction)				(265.8	)		(319.0	)
	Change in cash pool at parent				71.6			15.3
	Sales of investments and other assets				—			12.9
	Increase in restricted funds				(22.3	)		(5.4	)

	Net cash used in investing activities				(216.5	)		(296.2	)

Cash Flows From Financing Activities
	Net (repayment) issuance of short-term borrowings				(35.1	)		189.0
	Proceeds from issuance of long-term debt				—			400.0
	Repayment of long-term debt				(51.6	)		(259.5	)
	Debt issuance costs				(0.5	)		(2.5	)
	Contribution from noncontrolling interest				8.0			—
	Preference stock dividends paid				(9.9	)		(9.9	)
	Distribution to parent				—			(171.7	)

	Net cash (used in) provided by financing activities				(89.1	)		145.4

Net Decrease in Cash and Cash Equivalents					(1.5	)		(7.0	)
Cash and Cash Equivalents at Beginning of Period					10.7			17.6

Cash and Cash Equivalents at End of Period				$	9.2		$	10.6

See Notes to Consolidated Financial Statements.
Certain prior-period amounts have been reclassified to conform with the current period's presentation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Basis of Presentation

This Quarterly Report on Form 10-Q is a combined report of Constellation Energy Group, Inc. (Constellation Energy) and Baltimore Gas and Electric Company (BGE). References in this report to "we" and "our" are to Constellation Energy and its subsidiaries, collectively. References in this report to the "regulated business(es)" are to BGE.

Various factors can have a significant impact on our results for interim periods. This means that the results for this quarter are not necessarily indicative of future quarters or full year results given the seasonality of our business.

Our interim financial statements on the previous pages reflect all adjustments that management believes are necessary for the fair statement of the results of operations for the interim periods presented. These adjustments are of a normal recurring nature.

We have evaluated events or transactions that occurred after September 30, 2009 for inclusion in these financial statements through November 6, 2009, the date these financial statements were issued.

Reclassifications

In accordance with the requirements for the presentation of noncontrolling interests, which were effective on January 1, 2009 (see page 41 for more details), we have separately presented:

•: "Net income (loss) attributable to noncontrolling interests" on our, and BGE's, Consolidated Statements of Income (Loss),
•: "Noncontrolling interests" and "BGE Preference Stock Not Subject to Mandatory Redemption" as noncontrolling interests on our Consolidated Balance Sheets,
•: "Comprehensive income attributable to noncontrolling interests, net of taxes" in our Statements of Comprehensive Income (Loss), and
•: "BGE preference stock dividends paid" in the financing section of our Consolidated Statements of Cash Flows.

We also made the following reclassifications:

•: We have separately presented "Income taxes receivable (net)" that were previously reported within "Other current assets" on BGE's Consolidated Balance Sheets.
•: We have also separately presented "Liability for uncertain tax positions" that was previously reported within "Other long-term liabilities" on BGE's Consolidated Balance Sheets.

Investment Agreement with EDF Group

On December 17, 2008, we entered into an Investment Agreement with EDF Group and related entities (EDF) under which EDF will purchase from us a 49.99% membership interest in our nuclear generation and operation business for $4.5 billion (subject to certain adjustments). We discuss the Investment Agreement with EDF in more detail in Note 15 of our 2008 Annual Report on Form 10-K.

In October 2009, the Maryland PSC issued an order approving our transaction with EDF subject to the following conditions:

•: Constellation Energy is to fund a one-time per customer distribution rate credit for BGE residential customers, before the end of March 2010, totaling $110.5 million, for which we will record a liability upon closing.
•: Constellation Energy will make a $250 million cash capital contribution to BGE by no later than June 30, 2010.
•: BGE will not pay dividends to Constellation Energy if (a) after the dividend payment, BGE's equity ratio would be below 48% or (b) BGE's senior unsecured credit rating is rated by two of the three major credit rating agencies below investment grade.
•: BGE may file an electric distribution rate case at any time beginning in January 2010 and may not file a subsequent electric distribution rate case until January 2011. Any rate increase in the first electric distribution rate case will be capped at 5% as agreed to by Constellation Energy in its 2008 settlement with the Maryland PSC. The timing of any gas distribution rate filing will also occur no earlier than the electric cases.
•: Constellation Energy will be limited to allocating no more than 31% of its holding company costs to BGE until the Maryland PSC reviews cost allocation in the context of BGE's next rate case.
•: Upon closing the EDF transaction, Constellation Energy and BGE will begin to implement "ring fencing" measures to ensure the bankruptcy protection and credit rating separation of BGE from Constellation Energy including the formation of a new special purpose subsidiary by Constellation Energy to hold all of the common equity interests in BGE. Timing for implementation of these measures will be proposed at a Maryland PSC hearing in December 2009.

With the receipt of the Maryland PSC's order, Constellation Energy and EDF are proceeding with closing this transaction. Upon closing of the transaction, we will

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sell a 49.99% membership interest in Constellation Energy Nuclear Group LLC and its affiliates (CENG), our nuclear generation and operation business, to EDF for total consideration of approximately $4.7 billion (includes $4.5 billion at close and expense reimbursements). As a result, we will cease to have a controlling financial interest in CENG and will deconsolidate CENG in the fourth quarter of 2009. The following summarizes the estimated impact of this transaction upon closing:

•: We receive total cash consideration of approximately $3.5 billion and redeem the $1.0 billion of the Series B Preferred Stock held by EDF as additional purchase price resulting in net proceeds of approximately $2.2 billion after the payment of taxes.
•: We remove the individual assets and liabilities of CENG from our balance sheet with a net asset value of approximately $2.6 billion.
•: We record our retained investment in CENG at its estimated fair value of approximately $4.7 billion.
•: We recognize a pre-tax gain on sale of approximately $6.8 billion, calculated as follows:



	(In billions)
Fair value of the consideration received from EDF	$	4.7
Estimated fair value of our retained interest in CENG		4.7
Carrying amount of CENG's assets and liabilities prior to deconsolidation		(2.6	)

Estimated pre-tax gain	$	6.8

Upon closing, we will account for our retained investment in CENG using the equity method and report our share of its earnings in the merchant energy segment. As a result, we will no longer record the individual income statement line items, but instead will record our share of the investment's earnings in a single line in our Consolidated Statements of Income (Loss).

Immediately prior to the closing of the sale, we will execute a power purchase agreement (PPA) with CENG with a fair value of approximately $0.7 billion. We will report the PPA on our Consolidated Balance Sheets within "Unamortized energy contract assets" and amortize its value on our Consolidated Statements of Income (Loss) to "Fuel and purchased energy expense" over a period of approximately two years.

In addition, the completion of the transaction with EDF will impact our credit facilities as discussed in the Financing section beginning on page 21.

Merger Termination and Strategic Alternatives Costs

We incurred costs during the quarter ended September 30, 2009 primarily related to the transactions related to EDF, and other strategic alternatives costs. For the nine months ended September 30, 2009, we incurred costs related to the terminated merger agreement with MidAmerican Energy Holdings Company (MidAmerican), the conversion of our Series A Preferred Stock, the transactions related to EDF, and other strategic alternatives costs. These costs totaled $4.9 million pre-tax and $51.2 million pre-tax for the quarter and nine months ended September 30, 2009, respectively, and primarily relate to the first quarter of 2009 write-off of the unamortized debt discount associated with the 14% Senior Notes (Senior Notes) that were repaid in full to MidAmerican in January 2009.

Variable Interest Entities

As of September 30, 2009, we consolidated three variable interest entities (VIE) in which we were the primary beneficiary, and we had significant interests in six VIEs for which we did not have controlling financial interests and, accordingly, were not the primary beneficiary. We discuss our VIEs in more detail in Note 4 of our 2008 Annual Report on Form 10-K.

Consolidated Variable Interest Entities

In 2007, BGE formed RSB BondCo LLC (BondCo), a special purpose bankruptcy-remote limited liability company, to acquire and hold rate stabilization property and to issue and service bonds secured by the rate stabilization property. In June 2007, BondCo purchased rate stabilization property from BGE, including the right to assess, collect, and receive non-bypassable rate stabilization charges payable by all residential electric customers of BGE. These charges are being assessed in order to recover previously incurred power purchase costs that BGE deferred pursuant to Senate Bill 1. We discuss Senate Bill 1 in more detail in Management's Discussion and Analysis section of our 2008 Annual Report on Form 10-K.

BGE determined that BondCo is a VIE for which it is the primary beneficiary. As a result, BGE, and we, consolidated BondCo.

The BondCo assets are restricted and can only be used to settle the obligations of BondCo. Further, BGE is required to remit all payments it receives from customers for rate stabilization charges to BondCo. During the quarter and nine months ended September 30, 2009, BGE remitted $23.0 million and $65.1 million, respectively, to BondCo.

BGE did not provide any additional financial support to BondCo during the quarter and nine months ended

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September 30, 2009. Further, BGE does not have any contractual commitments or obligations to provide additional financial support to BondCo unless additional rate stabilization bonds are issued. The BondCo creditors do not have any recourse to the general credit of BGE in the event the rate stabilization charges are not sufficient to cover the bond principal and interest payments of BondCo.

During the second quarter of 2009, our retail gas customer supply operation formed two new entities and combined them with our existing retail gas customer supply operation into a retail gas entity group for the purpose of entering into a collateralized gas supply agreement (GSA) with a third party gas supplier. While we own 100% of these entities, we determined that the retail gas entity group is a VIE because there is not sufficient equity to fund the group's activities without the additional credit support we provide in the form of a letter of credit and a parental guarantee. We are the primary beneficiary of the retail gas entity group; accordingly, we consolidate the retail gas entity group as a VIE, including the existing retail gas customer supply operation, which we formerly consolidated as a voting interest entity.

The gas supply arrangement is collateralized as follows:

•: The assets of the retail gas entity group must be used to settle obligations under the third party gas supply agreement before it can make any distributions to us,
•: The third party gas supplier has a collateral interest in all of the assets and equity of the retail gas entity group, and
•: We currently have provided a $100 million parental guarantee and a $100 million letter of credit to the third party gas supplier in support of the retail gas entity group.

Other than credit support provided by the parental guarantee and the letter of credit, we do not have any contractual or other obligations to provide additional financial support to the retail gas entity group. The retail gas entity group creditors do not have any recourse to our general credit. Finally, we did not provide any financial support to the retail gas entity group during the quarter and nine months ended September 30, 2009, other than the equity contributions, parental guarantee and the letter of credit.

We also consolidate a retail power supply VIE for which we became the primary beneficiary in 2008 as a result of a modification to its contractual arrangements that changed the allocation of the economic risks and rewards of the VIE among the variable interest holders. The consolidation of this VIE did not have a material impact on our financial results or financial condition.

The carrying amounts and classification of the above consolidated VIEs' assets and liabilities included in our consolidated financial statements at September 30, 2009 are as follows:



	(In millions)
Current assets	$	605.0
Noncurrent assets		317.1

Total Assets	$	922.1

Current liabilities	$	540.1
Noncurrent liabilities		686.6

Total Liabilities	$	1,226.7

All of the assets in the table above are restricted for settlement of the VIE obligations and all of the liabilities in the table above can only be settled using VIE resources.

Unconsolidated Variable Interest Entities

As of September 30, 2009, we had significant interests in six VIEs for which we were not the primary beneficiary. We have not provided any material financial or other support to these entities during the quarter and nine months ended September 30, 2009.

We describe the nature of these entities and our involvement with them in the following table:

VIE Category	Nature of Entity Financing	Nature of Constellation Energy Involvement	Obligations or Requirement to Provide Financial Support	Date of Involvement


Power contract monetization entities (2 entities)	Combination of debt and equity financing	Power sale agreements, loans, and guarantees	$37.7 million in letters of credit	March 2005
Power projects and fuel supply entities (4 entities)	Combination of debt and equity financing	Equity investments and guarantees	$2.0 million debt guarantee and working capital funding	Prior to 2003

We discuss the nature of our involvement with the power contract monetization VIEs in detail in Note 4 of our 2008 Annual Report on Form 10-K.

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The following is summary information available as of September 30, 2009 about these entities:

		Power Contract Monetization VIEs		All Other VIEs		Total


		(In millions)
Total assets		$	571.3	$	316.8	$	888.1
Total liabilities			463.4		72.2		535.6
Our ownership interest			—		58.8		58.8
Other ownership interests			107.9		185.8		293.7
Our maximum exposure to loss			37.7		60.8		98.5
Carrying amount and location of variable interest on balance sheet:
	-Other investments		—		58.8		58.8

Our maximum exposure to loss is the loss that we would incur in the unlikely event that our interests in all of these entities were to become worthless and we were required to fund the full amount of all guarantees associated with these entities. Our maximum exposure to loss as of September 30, 2009 consists of the following:

•: outstanding receivables, loans, and letters of credit totaling $37.7 million,
•: the carrying amount of our investment totaling $58.8 million, and
•: debt and payment guarantees totaling $2.0 million.

We assess the risk of a loss equal to our maximum exposure to be remote and, accordingly have not recognized a liability associated with any portion of the maximum exposure to loss. In addition, there are no agreements with, or commitments by, third parties that would affect the fair value or risk of our variable interests in these variable interest entities.

Impairment Losses and Other Costs

Available for Sale Securities

We evaluated for impairment certain of our investments in equity securities during the nine months ended September 30, 2009. The investments we evaluated included our nuclear decommissioning trust fund assets and other marketable securities. We record an impairment charge if an investment has experienced a decline in fair value to a level less than its carrying value and the decline is "other than temporary."

In making this determination, we evaluate the reasons for an investment's decline in value, the extent and duration of that decline, and factors that indicate whether and when the value will recover. For securities held in our nuclear decommissioning trust fund for which the market value is below book value, the decline in fair value is considered other than temporary and we write them down to fair value. We discuss our impairment policy for our nuclear decommissioning trust fund assets and other marketable securities in more detail in Note 1 to our 2008 Annual Report on Form 10-K.

The fair values of certain of our marketable securities and certain of the securities held in our nuclear decommissioning trust fund declined below book value. As a result, we recorded a $0.2 million pre-tax impairment charge for the quarter ended September 30, 2009 and a $62.6 million pre-tax impairment charge for the nine months ended September 30, 2009 for our nuclear decommissioning trust fund assets in the "Other income (expense)" line in our Consolidated Statements of Income (Loss). In addition, we recorded all other changes in the fair value of our nuclear decommissioning trust fund assets that are not impaired in other comprehensive (loss) income. We also recorded an impairment charge of $0.5 million for other marketable securities during the nine months ended September 30, 2009.

The estimates we utilize in evaluating impairment of our available for sale securities require judgment and the evaluation of economic and other factors that are subject to variation, and the impact of such variations could be material.

Equity Method Investments

Shipping Joint Venture

We record an impairment if an equity method investment has experienced a decline in fair value to a level less than our carrying value and the decline is "other than temporary." During the quarter ended June 30, 2009, we contemplated several potential courses of action together with our partner relating to the strategic direction of our shipping joint venture and our continuing involvement. This led to a decision to explore a plan to sell our 50% interest to a party related to our joint venture partner for negligible proceeds. During July 2009, a definitive purchase and sale agreement was executed between the parties and the transaction closed in the third quarter of 2009. We have no further involvement in the activities of the joint venture.

As a result of the events that occurred during the second quarter of 2009, we concluded that the fair value of our investment had declined to a level below the carrying value at June 30, 2009 and that this decline was "other than temporary." As such, we recorded a pre-tax impairment charge at June 30, 2009 of $59.0 million associated with our equity investment in our shipping joint

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venture within the "Impairment losses and other costs" line in our Consolidated Statements of Income (Loss), and reported the charge in our merchant energy business results for the second quarter of 2009.

Constellation Energy Partners LLC

As of March 31, 2009, the fair value of our investment in Constellation Energy Partners LLC (CEP) based upon its closing unit price was $10.0 million, which was lower than its carrying value of $24.0 million.

The decline in fair value of our investment in CEP reflected a number of other factors, including:

•: continuing difficulties in the financial and credit markets in the United States,
•: decreases in the market price of natural gas and oil,
•: the effect of these factors on market perceptions of gas exploration and production master limited partnerships, and
•: factors related to Constellation Energy's financial condition and possible sale of its investment in CEP.

As a result of evaluating these factors, we determined that the decline in the value of our investment was other than temporary. Therefore, we recorded a $14.0 million pre-tax impairment charge at March 31, 2009 to write-down our investment to fair value. We recorded this charge in "Impairment losses and other costs" in our Consolidated Statements of Income (Loss). We did not record an impairment charge in the second or third quarters of 2009.

Other Costs

During the quarter and nine months ended September 30, 2009, we recorded $7.5 million and $29.8 million pre-tax charges, respectively, in the "Impairment losses and other costs" line in our Consolidated Statements of Income (Loss) primarily related to:

•: divested operations—long-lived assets no longer used and lease terminations, and
•: the write-off of an uncollectible advance to an affiliate.

Workforce Reduction Costs

We incurred workforce reduction costs during the fourth quarter of 2008, primarily related to workforce reduction efforts across all of our operations (Q4 2008 Program), and during the first quarter of 2009, primarily related to the divestiture of a majority of our international commodities operation as well as some smaller restructurings elsewhere in our organization (Q1 2009 Program). For the Q1 2009 Program, we recognized an $11.6 million pre-tax charge during the nine months ended September 30, 2009 related to the elimination of approximately 180 positions. We expect both of these restructurings will be completed within 12 months of their initiation. The following table summarizes the status of the involuntary severance liabilities at September 30, 2009:

	Q1 2009 Program			Q4 2008 Program


Initial severance liability balance	$	10.8		$	19.7
Additional expense recorded in the second quarter of 2009		0.4			—
Additional expense recorded in the third quarter of 2009		0.4			—
Amounts recorded as pension and postretirement liabilities		—			(3.0	)

Net cash severance liability		11.6			16.7
Cash severance payments		(11.4	)		(12.5	)

Severance liability balance at September 30, 2009	$	0.2		$	4.2

We discuss our 2008 workforce reduction costs in more detail in Note 2 of our 2008 Annual Report on Form 10-K.

Earnings Per Share

Basic earnings per common share (EPS) is computed by dividing net income (loss) attributable to common stock by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

Our dilutive common stock equivalent shares consist of stock options and other stock-based compensation awards. The following table presents stock options that were not dilutive and were excluded from the computation of diluted EPS in each period, as well as the dilutive common stock equivalent shares:

	Quarter Ended September 30,				Nine Months Ended September 30,

	2009		2008		2009		2008

	(In millions)
Non-dilutive stock options		4.7		2.6		5.2		1.5
Dilutive common stock equivalent shares		1.2		1.1		0.8		1.7

As a result of the Company incurring a loss for the three months ended September 30, 2008, dilutive common stock equivalent shares were not included in calculating diluted EPS.

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We issued to MidAmerican 19,897,322 shares of Constellation Energy's common stock upon the conversion of the Series A Preferred Stock, which occurred upon the termination of the merger agreement with MidAmerican on December 17, 2008. We discuss the conversion feature of the Series A Preferred Stock in more detail in Note 9 of our 2008 Annual Report on Form 10-K. These additional shares impacted our earnings per share for the quarter and nine months ended September 30, 2009.

Accretion of Asset Retirement Obligations

We discuss our asset retirement obligations in more detail in Note 1 of our 2008 Annual Report on Form 10-K. The change in our "Asset retirement obligations" liability during 2009 was as follows:



	(In millions)
Liability at January 1, 2009	$	987.3
Accretion expense		54.6
Liabilities incurred		0.1
Liabilities settled		(0.7	)
Revisions to cash flows		(0.4	)
Other		(0.1	)

Liability at September 30, 2009	$	1,040.8

Acquisition

CLT Efficient Technologies Group

On July 1, 2009, we acquired CLT Efficient Technologies Group (CLT). We include CLT as part of our other nonregulated businesses and have reported its results of operations in our consolidated financial statements since the date of acquisition. CLT is an energy services company that provides energy performance contracting and energy efficiency engineering services.

We acquired 100% ownership of CLT for $21.8 million, including direct costs, of which $20.8 million was paid in cash at closing.

The total consideration was allocated to the net assets acquired as follows:

At July 1, 2009


	(In millions)
Current assets	$	5.7
Goodwill¹		18.5
Other assets		2.3

Total assets acquired		26.5

Current liabilities		(4.7	)

Net assets acquired	$	21.8

1 Goodwill is 100% deductible for tax purposes.

Our initial purchase price allocation is based on preliminary estimates, and the purchase price is subject to adjustments, which could impact our purchase price allocation.

The pro-forma impact of the CLT acquisition would not have been material to our results of operations for the quarter and nine months ended September 30, 2009 and 2008.

Divestitures

In 2009, we continued to implement many of the strategic initiatives we identified in 2008 to improve liquidity and reduce our business risk. We discuss these initiatives in the Strategy section of our 2008 Annual Report on Form 10-K.

The transactions to sell a majority of our international commodities, our Houston-based gas trading and other operations were structured in two parts:

•: the assignment and transfer of a majority of the portfolio, and
•: the execution of a Total Return Swap (TRS) mechanism for the remainder of the portfolio.

Under the TRS, we entered into offsetting trades with the buyers that matched the terms of the remaining third party contracts for which we were unable to complete assignment to the buyers as of the transaction dates. This structure transferred the risks associated with changes in commodity prices as of the transaction dates to the buyers in all instances. However, the trades under the TRS are newly executed transactions, and we remain the principal under both the unassigned third party trades and the matching trades with the buyers under the TRS with no right of either financial or legal offset. We continue to pursue the assignment of these remaining contracts to the buyers.

The matching contracts under the TRS include both derivatives and non-derivatives and were executed at prices that differed from market prices at closing, which resulted in a net cash payment to/from the buyers. We recorded the underlying contracts at fair value on a gross basis as assets or liabilities in our Consolidated Balance Sheets depending on whether the contract prices were above- or below-market prices at closing. As a result, the derivative contracts have been included in "Derivative Assets and Liabilities" and the nonderivative contracts have been included in "Unamortized Energy Contract Assets and Liabilities." The derivative contracts are subject to mark-to-market accounting until they are realized or assigned. The nonderivative contracts will be amortized into earnings as the underlying contracts are realized, or sooner if those contracts are assigned.

We record the cash proceeds we pay or receive at the inception of energy purchase and sale contracts based upon

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whether the contracts are in-the-money or out-of-the-money as follows:



In-the-money contracts—proceeds paid		Investing Outflow
Out-of-the-money contracts—proceeds received		Financing Inflow

After inception, we record the cash flows from all energy purchase and sale contracts as operating activities, except for out-of-the-money derivative contracts that were liabilities at inception. We record the ongoing cash flows from these out-of-the-money derivative contracts as financing activities, regardless of whether they are purchase or sale contracts.

International Commodities Operation

In January 2009, we entered into a definitive agreement to sell a majority of our international commodities operation. We completed this transaction on March 23, 2009 and recognized the following impacts during the nine months ended September 30, 2009:

•: a pre-tax loss of approximately $334.5 million representing net consideration paid to the buyer, the book value of net assets sold, and transaction costs,
•: a reclassification of $165.7 million in losses on previously designated cash-flow hedge contracts, for which the forecasted transactions are now deemed probable of not occurring, from "Accumulated Other Comprehensive Loss" to "Nonregulated revenues" in the Consolidated Statements of Income (Loss),
•: workforce reduction costs of $10.2 million, recorded as part of "Workforce reduction costs" in the Consolidated Statements of Income (Loss), and
•: other costs of $17.6 million related to leasehold improvements, furniture and computer hardware and software, recorded as part of "Impairment losses and other costs" in the Consolidated Statements of Income (Loss).

We removed the contracts that were assigned from our Consolidated Balance Sheet, paid the buyer approximately $90 million, and reflected the impact of this payment on our working capital in the operating activities section of our Consolidated Statements of Cash Flows.

The net cash payment to the buyer upon completion of the TRS was $2.5 million. As part of the consideration, we acquired matching nonderivative contracts that resulted in a net liability of approximately $75 million, which will be amortized into earnings as the underlying contracts are realized, or sooner if the original nonderivative contracts are assigned.

We have reflected the contracts under the TRS on a gross basis in cash flows from investing and financing activities in our Consolidated Statements of Cash Flows as follows:

Nine Months Ended September 30, 2009


	(In millions)
Investing activities—Contract and portfolio acquisitions	$	(866.3	)
Financing activities—Proceeds from contract and portfolio acquisitions		863.8

Net cash flows from contract and portfolio acquisitions	$	(2.5	)

In addition to the March 23, 2009 transaction for a majority of our international commodities operation, on June 30, 2009 we completed the sale of a uranium market participant that we owned. We received cash proceeds of approximately $43 million and recorded a $27.2 million loss on this sale. This loss from our merchant energy segment is included in the "Net (loss) gain on divestitures" line in our Consolidated Statements of Income (Loss) for the nine months ended September 30, 2009.

Houston-Based Gas and Other Trading Operations

On February 3, 2009, we entered into a definitive agreement to sell our Houston-based gas trading operation. We transferred control of this operation on April 1, 2009. In addition, in the second quarter of 2009 we also sold certain other trading operations. In total, we received proceeds of approximately $61 million, and recorded a $102.7 million net loss on these sales in the nine months ended September 30, 2009. The net loss on sale primarily relates to nonderivative accrual contracts, which were not recorded on our Consolidated Balance Sheet, the cost associated with disposing of an entire portfolio and not merely individual contracts, and the cost of capital, including contingent capital, to support the operation.

The matching derivative and nonderivative transactions under the TRS discussed above were executed at prices that differed from market prices at closing. As a result, we record the ongoing cash flows related to the out-of-the-money derivative contracts that were liabilities at inception as financing cash flows. This resulted in cash outflows related to financing activities of $818.7 million in our Consolidated Statements of Cash Flows for the nine months ended September 30, 2009 associated with derivative liabilities that were out-of-the-money.

The net cash receipt from the buyers upon completion of the TRS was $91.9 million in the second quarter of 2009. We have reflected these contracts on a gross basis in

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cash flows from investing and financing activities in our Consolidated Statements of Cash Flows as follows:

Nine Months Ended September 30, 2009


	(In millions)
Investing activities—Contract and portfolio acquisitions	$	(1,287.4	)
Financing activities—Proceeds from contract and portfolio acquisitions		1,379.3

Net cash flows from contract and portfolio acquisitions	$	91.9

In addition, we incurred other costs of $5.5 million for the nine months ended September 30, 2009, respectively, related to leasehold improvements, furniture, computer hardware and software costs, which are recorded as part of "Impairment losses and other costs" on our Consolidated Statements of Income (Loss).

On April 1, 2009, we executed an agreement with the buyer of our Houston-based gas trading operation under which the buyer will provide us with the gas supply needed to support our retail gas customer supply business through March 31, 2011. This agreement was structured such that our requirements to post collateral are reduced. The supplier has liens on the assets of the retail gas supply business as well as our investment in the stock of these entities to secure our obligations under the gas supply agreement. In connection with this agreement, we posted approximately $160 million of collateral. This was subsequently reduced to $100 million. The initial $160 million posted represents approximately 25 percent of the previous collateral requirements to support this operation. We discuss the impact of the gas supply agreement on our retail gas customer supply business in more detail on page 13.

Shipping Joint Venture

As previously discussed in the Impairment Losses and Other Costs footnote, we completed the sale of our equity investment in a shipping joint venture during the third quarter of 2009. No gain or loss was recognized on the sale.

Investments Classified as Available-for-Sale

We classify the following investments as available-for-sale:

•: nuclear decommissioning trust funds,
•: marketable equity securities, and
•: trust assets securing certain executive benefits.

This means we do not expect to hold these investments to maturity, and we do not consider them trading securities. We record these investments at fair value on our Consolidated Balance Sheets.

We show the fair values, gross unrealized gains and losses, and adjusted cost basis for all of our available-for-sale securities in the following tables. We use specific identification to determine cost in computing realized gains and losses.

At September 30, 2009	Adjusted Cost		Unrealized Gains		Unrealized Losses		Fair Value


	(In millions)
Money market funds	$	20.2	$	—	$	—	$	20.2
Marketable equity securities		214.7		109.9		—		324.6
Mutual fund / common collective trusts		479.6		109.1		—		588.7
Corporate debt securities		144.9		24.3		—		169.2
U.S. Government agencies		42.5		2.5		—		45.0
U.S. Treasuries		18.9		1.1		—		20.0
State municipal bonds		46.4		5.2		—		51.6

Totals	$	967.2	$	252.1	$	—	$	1,219.3

The unrealized gains in the preceding table consist primarily of $249.4 million associated with the nuclear decommissioning trust funds.

The investments in our nuclear decommissioning trust funds are managed by third parties who have independent discretion over the purchases and sales of securities. We recognize impairments for any of these investments for which the fair value declines below our book value. We recognized $0.2 million and $62.6 million in pre-tax impairment losses on our nuclear decommissioning trust investments during the quarter and nine months ended September 30, 2009, respectively. These impairments are included as part of gross realized losses in the following table.

Gross and net realized gains and losses on available-for-sale securities were as follows:

	Quarter Ended September 30, 2009			Nine Months Ended September 30, 2009


	(In millions)
Gross realized gains	$	10.0		$	25.2
Gross realized losses		(3.5	)		(75.5	)

Net realized gains	$	6.5		$	(50.3	)

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The corporate debt securities, U.S. Government agency obligations, U.S. Treasuries, and state municipal bonds mature on the following schedule:

At September 30, 2009


	(In millions)
Less than 1 year	$	9.6
1-5 years		87.5
5-10 years		86.0
More than 10 years		102.7

Total maturities of debt securities	$	285.8

Information by Operating Segment

Our reportable operating segments are—Merchant Energy, Regulated Electric, and Regulated Gas:

•

Our merchant energy business is nonregulated and includes:

—: fossil, nuclear, and interests in hydroelectric generating facilities and qualifying facilities, and power projects in the United States,
—: full requirements load-serving sales of energy and capacity to utilities, cooperatives, and commercial, industrial, and governmental customers,
—: gas retail energy products and services to commercial, industrial, and governmental customers,
—: structured transactions and risk management services for various customers (including hedging of output from generating facilities and fuel costs),
—: upstream (exploration and production) natural gas operations, and
—: generation operations and maintenance.

•

Our regulated electric business purchases, transmits, distributes, and sells electricity in Central Maryland.

•

Our regulated gas business purchases, transports, and sells natural gas in Central Maryland.

Our remaining nonregulated businesses:

•: design, construct, and operate renewable energy, heating, cooling, and cogeneration facilities for commercial, industrial, and governmental customers throughout North America,
•: provide energy performance contracting and energy efficiency engineering services,
•: provide home improvements, service electric and gas appliances, service heating, air conditioning, plumbing, electrical, and indoor air quality systems, and provide natural gas marketing to residential customers in Central Maryland, and
•: develop and deploy new nuclear plants in North America.

Prior to June 30, 2009, our merchant energy business segment included additional activities that have been divested as part of our strategy to improve our liquidity and reduce our business risk. The divested activities include:

•: our international commodities operation, which was divested in March 2009,
•: our gas trading operation, which was divested on April 1, 2009,
•: our ownership of a uranium market participant, which was divested on June 30, 2009, and
•: our investment in a shipping joint venture, which was divested in the third quarter of 2009.

See page 11 for discussion of our transaction with EDF.

We believe that the successful execution of these divestitures, as well as our other initiatives that we have undertaken to reduce risk in our merchant energy business, have reduced our exposure to activities that require contingent capital support and improved our liquidity. As a result of these divestitures and other initiatives, as well as the closing of our transaction with EDF, the results for our merchant energy business segment will be materially different from prior periods. We discuss these strategies and their effect on liquidity in Note 8 of our 2008 Annual Report on Form 10-K.

Our Merchant Energy, Regulated Electric, and Regulated Gas reportable segments are strategic businesses based principally upon regulations, products, and services that require different technologies and marketing strategies. We evaluate the performance of these segments based on net income. We account for intersegment revenues using market prices. A summary of information by operating segment is shown in the table below.

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	Reportable Segments

	Reportable Segments									Holding Company and Other Nonregulated Businesses
	Merchant Energy Business			Regulated Electric Business			Regulated Gas Business			Holding Company and Other Nonregulated Businesses			Eliminations			Consolidated

	(In millions)
For the quarter ended September 30,
2009
Unaffiliated revenues	$	3,101.6		$	788.3		$	77.7		$	60.1		$	—		$	4,027.7
Intersegment revenues		156.4			—			0.5			0.1			(157.0	)		—

Total revenues		3,258.0			788.3			78.2			60.2			(157.0	)		4,027.7
Net income (loss)		142.1			42.3			(10.5	)		(6.5	)		—			167.4
Net income (loss) attributable to common stock		116.0			39.8			(11.3	)		(6.9	)		—			137.6
2008
Unaffiliated revenues	$	4,300.8		$	822.3		$	150.3		$	50.2		$	—		$	5,323.6
Intersegment revenues		191.8			0.1			5.2			—			(197.1	)		—

Total revenues		4,492.6			822.4			155.5			50.2			(197.1	)		5,323.6
Net (loss) income		(246.0	)		34.3			(11.5	)		1.1			—			(222.1	)
Net (loss) income attributable to common stock		(246.0	)		31.7			(12.2	)		0.8			—			(225.7	)
For the nine months ended September 30,
2009
Unaffiliated revenues	$	9,202.3		$	2,250.8		$	573.1		$	169.0		$	—		$	12,195.2
Intersegment revenues		536.2			—			3.7			0.1			(540.0	)		—

Total revenues		9,738.5			2,250.8			576.8			169.1			(540.0	)		12,195.2
Net (loss) income		(39.7	)		109.8			22.9			(17.0	)		—			76.0
Net (loss) income attributable to common stock		(83.1	)		102.2			20.6			(17.5	)		—			22.2
2008
Unaffiliated revenues	$	12,011.9		$	1,980.3		$	724.4		$	175.3		$	—		$	14,891.9
Intersegment revenues		707.8			0.2			15.6			0.2			(723.8	)		—

Total revenues		12,719.7			1,980.5			740.0			175.5			(723.8	)		14,891.9
Net income (loss)		106.7			(31.2	)		26.4			0.4			—			102.3
Net income (loss) attributable to common stock		105.9			(38.8	)		24.1			0.3			—			91.5

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

Our merchant energy business operating results for the quarter and nine months ended September 30, 2009 include the following after-tax charges. Amounts for the quarter ended September 30, 2009 include income tax adjustments relating to activity during the quarters ended March 31, 2009 and June 30, 2009 based on updated estimates of our 2009 annual effective tax rate.

•: impairment losses and other costs of $8.2 million and $81.5 million, respectively,
•: merger termination and strategic alternatives costs of $4.9 million and $51.2 million, respectively,
•: net loss on sale of a majority of our international commodities operation, our Houston-based gas trading operation, certain other trading operations, and a uranium market participant, the reclassification of losses on previously designated cash-flow hedges from Accumulated Other Comprehensive Loss, and earnings that are no longer part of our core business totaling $62.9 million (primarily related to income tax adjustments) and $370.9 million, respectively,
•: impairment charge related to our nuclear decommissioning trust fund assets of $19.7 million (primarily related to income tax adjustments) and $49.5 million, respectively,
•: workforce reduction costs of $1.6 million and $7.0 million, respectively, and
•: amortization of credit facility amendment fees in connection with the EDF transaction of $8.2 million and $17.1 million, respectively.

Our Holding Company and Other Nonregulated businesses operating results for the quarter and nine months ended September 30, 2009 reflect impairment losses and other costs of $0.8 million and $3.9 million after-tax, respectively.

Total assets decreased approximately $2.6 billion during the nine months ended September 30, 2009. The decrease primarily relates to:

•: our Holding Company and Other Nonregulated Businesses and is primarily related to the approximately $1 billion decline in restricted cash as a result of the repayment of the 14% Senior Notes to MidAmerican in January 2009, and
•: our Merchant Energy Business and is primarily related to the decrease in derivative assets, net of fair value collateral, of $816.3 million and a decrease in other net collateral and margin posted of $1.0 billion, primarily associated with the divestitures and the activities to reduce risk in our Global Commodities portfolio.

These decreases were offset by a $194.1 million increase in the value of our nuclear decommissioning trust fund assets.

Our allowance for uncollectible accounts receivable decreased $59.7 million from December 31, 2008 to September 30, 2009. This decrease is primarily attributable to a decrease of $80.3 million at our merchant energy business, partially offset by an increase of $18.7 million at our regulated electric and gas businesses. The decrease in the allowance for uncollectibles at our merchant energy business is primarily driven by a write-off of accounts receivable balances of certain customers and the related allowance balance that were established primarily during 2008 for certain counterparties that encountered financial difficulty. This decrease is partially offset by an increase at our regulated electric and gas businesses primarily due to a second quarter 2009 Maryland PSC ruling and the economic downturn which continues to cause a decreased ability of customers to pay their utility bills. The Maryland PSC ruling in the second quarter of 2009 delayed BGE's ability to terminate service to customers with arrearages and required BGE to offer those customers the option to enter into extended payment plans.

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Pension and Postretirement Benefits

We show the components of net periodic pension benefit cost in the following table:

	Quarter Ended September 30,						Nine Months Ended September 30,

	2009			2008			2009			2008

	(In millions)
Components of net periodic pension benefit cost
Service cost	$	12.2		$	14.6		$	41.8		$	42.4
Interest cost		26.3			26.6			84.6			76.8
Expected return on plan assets		(28.6	)		(29.6	)		(97.1	)		(85.5	)
Recognized net actuarial loss		7.5			6.6			29.2			19.0
Amortization of prior service cost		2.8			2.8			8.6			8.3
Amount capitalized as construction cost		(2.5	)		(2.3	)		(7.9	)		(7.1	)

Net periodic pension benefit cost¹	$	17.7		$	18.7		$	59.2		$	53.9

1 BGE's portion of our net periodic pension benefit cost, excluding amounts capitalized, was $4.7 million for the quarter ended September 30, 2009 and $4.5 million for the quarter ended September 30, 2008. BGE's portion of our net periodic pension benefit cost, excluding amounts capitalized, was $14.6 million for the nine months ended September 30, 2009 and $13.2 million for the nine months ended September 30, 2008. Net periodic pension benefit costs exclude settlement charges of $1.0 million and $8.7 million in the quarter and nine months ended September 30, 2009, respectively.

We show the components of net periodic postretirement benefit cost in the following table:

	Quarter Ended September 30,						Nine Months Ended September 30,

	2009			2008			2009			2008

	(In millions)
Components of net periodic postretirement benefit cost
Service cost	$	1.8		$	1.3		$	5.4		$	4.9
Interest cost		6.0			5.4			18.1			19.3
Amortization of transition obligation		0.6			0.5			1.7			1.7
Recognized net actuarial loss		0.6			0.5			1.7			1.6
Amortization of prior service cost		(0.9	)		(0.8	)		(2.7	)		(2.8	)
Amount capitalized as construction cost		(1.6	)		(1.5	)		(4.9	)		(5.5	)

Net periodic postretirement benefit cost¹	$	6.5		$	5.4		$	19.3		$	19.2

1 BGE's portion of our net periodic postretirement benefit cost, excluding amounts capitalized, was $3.1 million for the quarter ended September 30, 2009 and $3.3 million for the quarter ended September 30, 2008. BGE's portion of our net periodic postretirement benefit costs, excluding amounts capitalized, was $9.8 million for the nine months ended September 30, 2009 and $11.0 million for the nine months ended September 30, 2008.

Our non-qualified pension plans and our postretirement benefit programs are not funded; however, we have trust assets securing certain executive pension benefits. We estimate that we will incur approximately $22 million in pension benefit payments for our non-qualified pension plans and approximately $29.5 million for retiree health and life insurance benefit payments during 2009. As of September 30, 2009, we contributed $317 million to our qualified pension plans. We contributed an additional $2.5 million in October 2009.

Financing Activities

Credit Facilities and Short-term Borrowings

Our short-term borrowings may include bank loans, commercial paper, and bank lines of credit. Short-term borrowings mature within one year from the date of issuance. We pay commitment fees to banks for providing us lines of credit. When we borrow under the lines of credit, we pay market interest rates.

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Constellation Energy

Constellation Energy had bank and other lines of credit under committed unsecured credit facilities totaling $5.8 billion at September 30, 2009 for short-term financial needs. We enter into these facilities to ensure adequate liquidity to support our operations.

Our liquidity requirements are funded with credit facilities and cash. We fund our short-term working capital needs with existing cash and with our credit facilities, many of which support direct cash borrowings and the issuance of commercial paper, if available. We also use our credit facilities to support the issuance of letters of credit, primarily for our merchant energy business.

We have included in the table below our credit facilities as of September 30, 2009 and pro forma following the completion of the transaction with EDF:

Facility Expiration	Facility Size as of September 30, 2009²		Facility Size Pro Forma upon Completion of the EDF Transaction²


	(In billions)
July 2012	$	3.85	$	2.32
November 2009¹		1.23		—
September 2013		0.35		—
December 2009		0.15		—
September 2014		0.25		0.50

Total	$	5.83	$	2.82

1 Size of facility may be reduced by proceeds received from certain securities offerings or asset sales.

2 Excludes commodity-linked credit facility discussed below due to its contingent nature.

During the third quarter of 2009, we executed a committed five year bilateral credit facility that allows for a maximum capacity of $500 million. This facility can be used to issue letters of credit in support of our collateral obligations. At September 30, 2009 and November 3, 2009, this facility had committed capacity of $250 million and $500 million, respectively. The facility partially replaces a portion of our credit facilities that terminate upon closing of the transaction with EDF.

During the third quarter of 2009, we also entered into a five year commodity-linked credit facility that allows for the issuance of letters of credit up to a maximum capacity of $500 million. We could increase the maximum facility size to $750 million or alternatively enter into an additional $250 million bilateral facility if certain conditions are met, including the closing of the transaction with EDF. This commodity-linked facility is designed to help manage our contingent collateral requirements associated with the hedging of our Customer Supply operations because its capacity increases as natural gas price levels decrease compared to a reference price that is adjusted periodically. As of September 30, 2009, there were no letters of credit outstanding under this facility.

BGE

As of September 30, 2009, BGE has a $400.0 million five-year revolving credit facility expiring in 2011. BGE can borrow directly from the banks, use the facility to allow commercial paper to be issued, if available, or issue letters of credit. On October 29, 2009, BGE expanded its borrowing capacity to $575 million. The size of the facility may be increased up to $600 million with additional commitments by lenders. As of September 30, 2009, BGE had $0.5 million in letters of credit issued under this facility.

In addition, at September 30, 2009, BGE had $334.9 million in commercial paper outstanding.

Debt

Constellation Energy

In July 2009, we entered into a three year asset-based lending agreement associated with certain upstream gas properties that we own. At September 30, 2009, the borrowing base committed under the facility was $30 million, of which $12.1 million has been utilized and reflected in "Long-term debt" in our Consolidated Balance Sheets. The size of the facility may be increased up to $200 million with additional commitments by the lenders. At October 30, 2009, the borrowing base of the facility increased to $100 million with the commitments of additional lenders. Any debt issued under this facility is secured by the upstream gas properties, and the lenders do not have recourse against Constellation Energy in the event of a default. Interest is payable quarterly in March, June, September, and December.

This asset-based lending agreement contains a provision that requires certain of our entities that own our upstream gas properties to maintain a current ratio of one-to-one. As of September 30, 2009, these entities were in compliance with this provision.

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Net Available Liquidity

The following table provides a summary of our net available liquidity at September 30, 2009:

	As of September 30, 2009

	Constellation Energy			BGE			Total Consolidated

	(In billions)
Credit facilities¹	$	5.8		$	0.4		$	6.2
Less: Letters of credit issued		(2.0	)		—			(2.0	)
Less: Cash drawn on credit facilities		—			—			—

Undrawn facilities		3.8			0.4			4.2
Less: Commercial paper outstanding		—			(0.3	)		(0.3	)

Net available facilities		3.8			0.1			3.9
Add: Cash		0.7			—			0.7
Add: EDF put arrangement		1.1			—			1.1

Net available liquidity	$	5.6		$	0.1		$	5.7

1 Excludes commodity-linked credit facility due to its contingent nature.

Upon the close of the EDF transaction, the amount and composition of our liquidity will change due to the reduction in credit facilities discussed on the previous page, as well as the receipt of net cash proceeds from the transaction.

The net proceeds from this transaction are expected to be approximately $2.2 billion after repayment of the EDF preferred stock and the payment of taxes. We anticipate using these proceeds to reduce up to $850 million of our long-term debt, as well as for other general corporate purposes, including payments related to BGE under the Maryland PSC order dated October 30, 2009. These net proceeds will partially offset the reduction in credit facilities, although our net available liquidity will be reduced.

Other Sources of Liquidity

In December 2008, we executed an Investment Agreement with EDF that includes an asset put arrangement that provides us with an option at any time through December 31, 2010 (or the termination of the Investment Agreement by EDF if we breach that agreement) to sell certain non-nuclear generation assets, at pre-agreed prices, to EDF for aggregate proceeds of no more than $2 billion pre-tax, or approximately $1.4 billion after-tax. The amount of after-tax proceeds will be impacted by the assets actually sold and the related tax impacts at that time.

Exercise of the put arrangement is conditioned upon the receipt of regulatory approvals and third-party consents, the absence of any material liens on such assets, and the absence of a material adverse effect, as defined in the Investment Agreement. During April 2009, we received regulatory approvals and consents for the majority of the assets covered by the put arrangement. As of September 30, 2009, we have approximately $1.1 billion after-tax of liquidity available through the put arrangement. We expect to receive regulatory approval for an additional asset in the first quarter of 2010, which will increase the net after-tax liquidity from the put arrangement to approximately $1.4 billion.

We continue to increase available liquidity and to reduce our business risk. Specifically, we are reducing capital spending and ongoing expenses, scaling down the expected variability in long-term earnings and short-term collateral usage, and limiting our exposure to business activities that require contingent capital support. During 2009, we made progress on several of these initiatives as discussed in more detail in the Divestitures section beginning on page 16 and the Variable Interest Entities section on page 13. As of September 30, 2009, we have realized substantially all of the $1 billion of the net reduction in collateral that was expected from the divestiture of these operations.

We believe that the actions that we have taken and our current net available liquidity will be sufficient to support the ongoing liquidity requirements over the next 12 months. Our liquidity projections include assumptions for commodity price changes, which are subject to significant volatility, and we are exposed to certain operational risks that could have a significant impact on our liquidity.

Credit Facility Compliance and Covenants

The credit facilities of Constellation Energy and BGE have limited material adverse change clauses, none of which would prohibit draws under the existing facilities.

Certain credit facilities of Constellation Energy contain a provision requiring Constellation Energy to maintain a ratio of debt to capitalization equal to or less than 65%. At September 30, 2009, the debt to capitalization ratio as defined in the credit agreements was 46%.

Upon the closing of our transaction with EDF, under our $3.85 billion credit facility (which reduces to $2.32 billion), we will grant a lien on certain of our generating facilities and pledge our ownership interests in our nuclear business to the lenders.

Our $1.23 billion credit facility requires us to maintain consolidated earnings before interest, taxes, depreciation, and amortization to consolidated interest expense ratio of at least 2.75 when our S&P senior

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unsecured debt rating is BBB- or lower and our Moody's senior unsecured debt rating is Baa3 or lower. Compliance with the covenant was not required as of September 30, 2009 as S&P's senior unsecured debt rating was above BBB-. Since the $1.23 billion credit facility expires upon the earlier of the closing of the EDF transaction or November 12, 2009, the recent change in rating by S&P to BBB- will not require compliance with this covenant.

The credit agreement of BGE contains a provision requiring BGE to maintain a ratio of debt to capitalization equal to or less than 65%. At September 30, 2009, the debt to capitalization ratio for BGE as defined in this credit agreement was 52%.

The impact of a credit ratings downgrade on our financial ratios associated with our credit facility covenants would depend on our financial condition at the time of such a downgrade and on the source of funds used to satisfy the incremental collateral obligation resulting from a credit ratings downgrade. For example, if we were to use existing cash balances or exercise the put option with EDF to fund the cash portion of any additional collateral obligations resulting from a credit ratings downgrade, we would not expect a material impact on our financial ratios. However, if we were to issue long-term debt or use our credit facilities to fund any additional collateral obligations, our financial ratios could be materially affected. Failure by Constellation Energy, or BGE, to comply with these covenants could result in the acceleration of the maturity of the borrowings outstanding and preclude us from issuing letters of credit under these facilities.

Income Taxes

We compute the income tax expense (benefit) for each quarter based on the estimated annual effective tax rate for the year. The effective tax rate was 64.1% and 67.7% for the quarter and nine months ended September 30, 2009, respectively, compared to 33.4% and 41.1% for the same periods of 2008. The higher effective tax rate for the quarter and nine months ended September 30, 2009 reflects the impact of unfavorable nondeductible adjustments (primarily related to nondeductible dividends on the Series B Preferred Stock and the write-off of the unamortized debt discount on the Senior Notes) in relation to the lower estimated 2009 taxable income (primarily attributable to losses on the divestiture of a majority of our international commodities and our Houston-based gas trading operations).

The BGE effective tax rate was 36.5% and 38.9% for the quarter and nine months ended September 30, 2009, respectively, compared to 43.4% and (73.1)% for the same periods of 2008. This reflects the impact of the lower 2008 taxable income related to the Maryland settlement agreement, which increased the relative impact of favorable permanent tax adjustments on BGE's 2008 effective tax rate.

Unrecognized Tax Benefits

The following table summarizes the change in unrecognized tax benefits during 2009 and our total unrecognized tax benefits at September 30, 2009:

At September 30, 2009

	(In millions)
Total unrecognized tax benefits, January 1, 2009	$	189.7
Increases in tax positions related to the current year		6.1
Increases in tax positions related to prior years		118.4
Reductions in tax positions related to prior years		(16.2	)
Reductions in tax positions as a result of a lapse of the applicable statute of limitations		(0.8	)

Total unrecognized tax benefits, September 30, 2009¹	$	297.2

1 BGE's portion of our total unrecognized tax benefits at September 30, 2009 was $90.6 million.

Increases in current year tax positions are primarily due to unrecognized tax benefits for repair and depreciation deductions measured at amounts consistent with prior Internal Revenue Service (IRS) examination results and state income tax accruals. Increases in prior year tax positions are primarily due to BGE repair and depreciation deductions, which have not been the subject of an IRS examination.

If the total amount of unrecognized tax benefits of $297.2 million were ultimately realized, our income tax expense would decrease by approximately $173 million. However, the $173 million includes state tax refund claims of approximately $51 million that have been disallowed by tax authorities and we believe that there is a remote likelihood of ultimately realizing any benefit from these refund claim amounts. These state refund claims may be resolved by December 31, 2009. For this reason, we believe it is reasonably possible that reductions to our total unrecognized tax benefits in the range of $40 to $50 million may occur by March 31, 2010, although these reductions are not expected to materially impact income tax expense.

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Interest and penalties recorded in our Consolidated Statements of Income (Loss) as tax expense relating to liabilities for unrecognized tax benefits were as follows:

	Quarter Ended September 30,				Nine Months Ended September 30,

	2009		2008		2009		2008

	(In millions)
Interest and penalties recorded as tax expense	$	8.5	$	0.2	$	9.2	$	1.9

Accrued interest and penalties recognized in our Consolidated Balance Sheets were $19.5 million, of which BGE's portion was $0.9 million at September 30, 2009, and $10.3 million, of which BGE's portion was $0.7 million at December 31, 2008.

Taxes Other Than Income Taxes

BGE collects from certain customers franchise and other taxes that are levied by state or local governments on the sale or distribution of gas and electricity. We include these types of taxes in "Taxes other than income taxes" in our Consolidated Statements of Income (Loss). Some of these taxes are imposed on the customer and others are imposed on BGE. We account for the taxes imposed on the customer on a net basis, which means we do not recognize revenue and an offsetting tax expense for the taxes collected from customers. We account for the taxes imposed on BGE on a gross basis, which means we recognize revenue for the taxes collected from customers. Accordingly, we record the taxes accounted for on a gross basis as revenues in the accompanying Consolidated Statements of Income (Loss) for BGE as follows:

	Quarter Ended September 30,				Nine Months Ended September 30,

	2009		2008		2009		2008

	(In millions)
Taxes other than income taxes included in revenues—BGE	$	19.3	$	19.1	$	59.4	$	54.3

Guarantees

Our guarantees do not represent incremental Constellation Energy obligations; rather they primarily represent parental guarantees of subsidiary obligations. The following table summarizes the maximum exposure by guarantor based on the stated limit of our outstanding guarantees:

At September 30, 2009	Stated Limit


	(In billions)
Constellation Energy guarantees	$	11.5
Merchant energy business guarantees		0.1
BGE guarantees		0.3

Total guarantees	$	11.9

At September 30, 2009, Constellation Energy had a total of $11.9 billion in guarantees outstanding related to loans, credit facilities, and contractual performance of certain of its subsidiaries as described below.

•

Constellation Energy guaranteed a face amount of $11.5 billion as follows:

•: $10.5 billion on behalf of our merchant energy subsidiaries to allow those subsidiaries the flexibility needed to conduct business with counterparties without having to post other forms of collateral. Our estimated net exposure for obligations under commercial transactions covered by these guarantees was approximately $2 billion at September 30, 2009, which represents the total amount the parent company could be required to fund based on September 30, 2009 market prices. For those guarantees related to our derivative liabilities, the fair value of the obligation is recorded in our Consolidated Balance Sheets.
•: $0.9 billion primarily on behalf of our nuclear generating facilities for nuclear insurance and credit support to ensure these plants have funds to meet expenses and obligations to safely operate and maintain the plants.
•: $0.1 billion to its other nonregulated businesses.

•

Our merchant energy business guaranteed $73.0 million for loans, performance guarantees and other payment obligations primarily related to certain power projects in which we have an investment.

•

BGE guaranteed the Trust Preferred Securities of $250.0 million of BGE Capital Trust II.

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Commitments and Contingencies

We have made substantial commitments in connection with our merchant energy, regulated electric and gas, and other nonregulated businesses. These commitments relate to:

•: purchase of electric generating capacity and energy,
•: procurement and delivery of fuels,
•: the capacity and transmission and transportation rights for the physical delivery of energy to meet our obligations to our customers, and
•: long-term service agreements, capital for construction programs, and other.

Our merchant energy business enters into various long-term contracts for the procurement and delivery of fuels to supply our generating plant requirements. In most cases, our contracts contain provisions for price escalations, minimum purchase levels, and other financial commitments. These contracts expire in various years between 2009 and 2028. In addition, our merchant energy business enters into long-term contracts for the capacity and transmission rights for the delivery of energy to meet our physical obligations to our customers. These contracts expire in various years between 2009 and 2030.

Our merchant energy business also has committed to long-term service agreements and other purchase commitments for our plants.

Our regulated electric business enters into various long-term contracts for the procurement of electricity. As of September 30, 2009, these contracts expire between 2010 and 2012 and represent BGE's estimated requirements for residential customers as follows:

Contract Duration


From September 30, 2009 to September 2010	100	%
From October 2010 to May 2011	75
From June 2011 to September 2011	50
From October 2011 to May 2012	25

The cost of power under these contracts is recoverable under the Provider of Last Resort settlement approved by the Maryland PSC and in accordance with Maryland law.

Our regulated gas business enters into various long-term contracts for the procurement, transportation, and storage of gas. Our regulated gas business has gas procurement contracts that expire between 2009 and 2011, and transportation and storage contracts that expire between 2010 and 2027. The cost of gas under these contracts is recoverable under BGE's gas cost adjustment clause discussed in Note 1 of our 2008 Annual Report on Form 10-K.

Our other nonregulated businesses have committed to gas purchases, as well as to contribute additional capital for construction programs and joint ventures in which they have an interest.

We have also committed to long-term service agreements and other obligations related to our information technology systems.

At September 30, 2009, the total amount of commitments was $5,371.9 million. These commitments are primarily related to our merchant energy business.

Long-Term Power Sales Contracts

We enter into long-term power sales contracts in connection with our load-serving activities. We also enter into long-term power sales contracts associated with certain of our power plants. Our load-serving power sales contracts extend for terms through 2019 and provide for the sale of energy to electricity distribution utilities and certain retail customers. Our power sales contracts associated with power plants we own extend for terms into 2017 and provide for the sale of all or a portion of the actual output of certain of our power plants. Substantially all long-term contracts were executed at pricing that approximated market rates, including profit margin, at the time of execution.

Contingencies

Litigation

In the normal course of business, we are involved in various legal proceedings. We discuss the significant matters below.

Merger with MidAmerican

Beginning September 18, 2008, seven shareholders of Constellation Energy filed lawsuits in the Circuit Court for Baltimore City, Maryland challenging the then-pending merger with MidAmerican. Four similar suits were filed by other shareholders of Constellation Energy in the United States District Court for the District of Maryland.

The lawsuits claim that the merger consideration was inadequate and did not maximize value for shareholders, that the sales process leading up to the merger was unreasonably short and procedurally flawed, and that unreasonable deal protection devices were agreed to in order to ward off competing bids and coerce shareholders into accepting the merger. The federal lawsuits also assert that the conversion of the Preferred Stock issued to MidAmerican into debt is not permitted under Maryland law. The lawsuits seek declaratory judgments establishing the unenforceability of the merger based on the alleged breaches of duty, injunctive relief to enjoin the merger, rescission of the merger or rescissory damages, the imposition of a constructive trust in favor of shareholders of any benefits received by the individual members of the

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Board of Directors of Constellation Energy, and reasonable costs and expenses, including attorney's fees.

The termination of the MidAmerican merger renders moot the claims attempting to enjoin the merger with MidAmerican. One of the federal merger cases was voluntarily dismissed on December 31, 2008. The other federal merger cases filed in the United States District Court for the District of Maryland were dismissed as moot on May 27, 2009. Plaintiffs' counsel in six of the seven state merger cases have indicated that in light of the termination of the MidAmerican merger they will be filing dismissals without prejudice to their MidAmerican merger claims. In addition, on October 27, 2009 certain counsel in the state merger cases jointly moved for approval of a settlement regarding claims for attorneys' fees, which is pending and subject to court approval. We believe there are meritorious defenses to any claims or requests for relief that might possibly remain regarding this matter. However, we are unable at this time to determine the ultimate outcome of these lawsuits or their possible effect on our financial results.

Securities Class Action

Three federal securities class action lawsuits have been filed in the United States District Courts for the Southern District of New York and the District of Maryland between September 2008 and November 2008. The cases were filed on behalf of a proposed class of persons who acquired publicly traded securities, including the Series A Junior Subordinated Debentures (Debentures), of Constellation Energy between January 30, 2008 and September 16, 2008, and who acquired Debentures in an offering completed in June 2008. The securities class actions generally allege that Constellation Energy, a number of its present or former officers or directors, and the underwriters violated the securities laws by issuing a false and misleading registration statement and prospectus in connection with Constellation Energy's June 27, 2008 offering of Debentures. The securities class actions also allege that Constellation Energy issued false or misleading statements or was aware of material undisclosed information which contradicted public statements including in connection with its announcements of financial results for 2007, the fourth quarter of 2007, the first quarter of 2008 and the second quarter of 2008 and the filing of its first quarter 2008 Form 10-Q. The securities class actions seek, among other things, certification of the cases as class actions, compensatory damages, reasonable costs and expenses, including counsel fees, and rescission damages.

The Southern District of New York granted the defendants' motion to transfer the two securities class actions filed there to the District of Maryland, and the actions have since been transferred for coordination with the securities class action filed there. On June 18, 2009, the court appointed a lead plaintiff, who filed a consolidated amended complaint on September 17, 2009. We are unable at this time to determine the ultimate outcome of the securities class actions or their possible effect on our, or BGE's financial results.

ERISA Actions

In the fall of 2008, multiple class action lawsuits were filed in the United States District Courts for the District of Maryland and the Southern District of New York against Constellation Energy; Mayo A. Shattuck III, Constellation Energy's Chairman of the Board, President and Chief Executive Officer; and others in their roles as fiduciaries of the Constellation Energy Employee Savings Plan. The actions, which have been consolidated into one action in Maryland (the Consolidated Action), allege that the defendants, in violation of various sections of ERISA, breached their fiduciary duties to prudently and loyally manage Constellation Energy Savings Plan's assets by designating Constellation Energy common stock as an investment, by failing to properly provide accurate information about the investment, by failing to avoid conflicts of interest, by failing to properly monitor the investment and by failing to properly monitor other fiduciaries. The plaintiffs seek to compel the defendants to reimburse the plaintiffs and the Constellation Energy Savings Plan for all losses resulting from the defendants' breaches of fiduciary duty, to impose a constructive trust on any unjust enrichment, to award actual damages with pre- and post-judgment interest, to award appropriate equitable relief including injunction and restitution and to award costs and expenses, including attorneys' fees. We are unable at this time to determine the ultimate outcome of the Consolidated Action or its possible effects on our, or BGE's, financial results.

Mercury

Since September 2002, BGE, Constellation Energy, and several other defendants have been involved in numerous actions filed in the Circuit Court for Baltimore City, Maryland alleging mercury poisoning from several sources, including coal plants formerly owned by BGE. The plants are now owned by a subsidiary of Constellation Energy. In addition to BGE and Constellation Energy, approximately 11 other defendants, consisting of pharmaceutical companies, manufacturers of vaccines, and manufacturers of Thimerosal have been sued. Approximately 70 cases, involving claims related to approximately 132 children, have been filed to date, with each claimant seeking $20 million in compensatory damages, plus punitive damages, from us.

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The claims against BGE and Constellation Energy have been dismissed in all of the cases either with prejudice based on rulings by the Court or without prejudice based on voluntary dismissals by the plaintiffs' counsel. Plaintiffs may attempt to pursue appeals of the rulings in favor of BGE and Constellation Energy once the cases are finally concluded as to all defendants. We believe that we have meritorious defenses and intend to defend the actions vigorously. However, we cannot predict the timing, or outcome, of these cases, or their possible effect on our, or BGE's, financial results.

Asbestos

Since 1993, BGE and certain Constellation Energy subsidiaries have been involved in several actions concerning asbestos. The actions are based upon the theory of "premises liability," alleging that BGE and Constellation Energy knew of and exposed individuals to an asbestos hazard. In addition to BGE and Constellation Energy, numerous other parties are defendants in these cases.

Approximately 499 individuals who were never employees of BGE or Constellation Energy have pending claims each seeking several million dollars in compensatory and punitive damages. Cross-claims and third-party claims brought by other defendants may also be filed against BGE and Constellation Energy in these actions. To date, most asbestos claims which have been resolved have been dismissed or resolved without any payment and a small minority have been resolved for amounts that were not material to our financial results.

BGE and Constellation Energy do not know the specific facts necessary to estimate their potential liability for these claims. The specific facts we do not know include:

•: the identity of the facilities at which the plaintiffs allegedly worked as contractors,
•: the names of the plaintiffs' employers,
•: the dates on which and the places where the exposure allegedly occurred, and
•: the facts and circumstances relating to the alleged exposure.

Until the relevant facts are determined, we are unable to estimate what our, or BGE's, liability might be. Although insurance and hold harmless agreements from contractors who employed the plaintiffs may cover a portion of any awards in the actions, the potential effect on our, or BGE's, financial results could be material.

Environmental Matters

Solid and Hazardous Waste

In 1999, the EPA proposed to add the 68th Street Dump in Baltimore, Maryland to the Superfund National Priorities List, which is its list of sites targeted for clean-up and enforcement, and sent a general notice letter to BGE and 19 other parties identifying them as potentially liable parties at the site. In March 2004, we and other potentially responsible parties formed the 68th Street Coalition and entered into consent order negotiations with the EPA to investigate clean-up options for the site under the Superfund Alternative Sites Program. In May 2006, a settlement among the EPA and 19 of the potentially responsible parties, including BGE, with respect to investigation of the site became effective. The settlement requires the potentially responsible parties, over the course of several years, to identify contamination at the site and recommend clean-up options. BGE is fully indemnified by a wholly owned subsidiary of Constellation Energy for costs related to this settlement, as well as any clean-up costs. The clean-up costs will not be known until the investigation is closer to completion, which is expected by mid-2010. The completed investigation will provide a range of remediation alternatives to the EPA, and the EPA is expected to select one of the alternatives by the end of the first quarter of 2011. The clean-up costs we incur could have a material effect on our financial results.

Air Quality

In May 2007, a subsidiary of Constellation Energy entered into a consent decree with the Maryland Department of the Environment to resolve alleged violations of air quality opacity standards at three fossil fuel plants in Maryland. The consent decree requires the subsidiary to pay a $100,000 penalty, provide $100,000 to a supplemental environmental project, and install technology to control emissions from those plants.

In January 2009, the EPA issued a notice of violation (NOV) to a subsidiary of Constellation Energy, as well as the other owners and the operator of the Keystone coal-fired power plant in Shelocta, Pennsylvania. We hold an approximately 21% interest in the Keystone plant. The NOV alleges that the plant performed various capital projects beginning in 1984 without complying with the new source review permitting requirements of the Clean Air Act. The EPA also contends that the alleged failure to comply with those requirements are continuing violations under the plant's air permits. The EPA could seek civil penalties under the Clean Air Act for the alleged violations.

The owners and operator of the Keystone plant are investigating the allegations and have entered into discussions with the EPA. We believe there are meritorious defenses to the allegations contained in the NOV. However, we cannot predict the outcome of this proceeding and it is not possible to determine our actual liability, if any, at this time.

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Water Quality

In October 2007, a subsidiary of Constellation Energy entered into a consent decree with the Maryland Department of the Environment relating to groundwater contamination at a third party facility that was licensed to accept fly ash, a byproduct generated by our coal-fired plants. The consent decree requires the payment of a $1.0 million penalty, remediation of groundwater contamination resulting from the ash placement operations at the site, replacement of drinking water supplies in the vicinity of the site, and monitoring of groundwater conditions. We recorded a liability in our Consolidated Balance Sheets of approximately $7.9 million, which includes the $1 million penalty and our estimate of probable costs to remediate contamination, replace drinking water supplies, monitor groundwater conditions, and otherwise comply with the consent decree. We have paid approximately $4.4 million of these costs as of September 30, 2009, resulting in a remaining liability at September 30, 2009 of $3.5 million. We estimate that it is reasonably possible that we could incur additional costs of up to approximately $10 million more than the liability that we accrued.

Insurance

We discuss our nuclear and non-nuclear insurance programs in Note 12 of our 2008 Annual Report on Form 10-K.

Derivative Instruments

Nature of Our Business and Associated Risks

Our business activities primarily include our merchant energy business and our regulated electric and gas business. Our merchant energy business includes:

•: the generation of electricity from our owned and contractually-controlled physical assets,
•: the sale of power, gas, and other energy commodities to wholesale and retail customers, and
•: risk management services and energy trading activities.

Our regulated electric and gas businesses engage in electricity and gas transmission and distribution activities in Central Maryland at prices set by the Maryland PSC that are generally designed to recover our costs, including purchased fuel and energy. Substantially all of our risk management activities involving derivatives occur outside our regulated businesses.

In carrying out our merchant energy business activities, we purchase and sell power, fuel, and other energy-related commodities in competitive markets. These activities expose us to significant risks, including market risk from price volatility for energy commodities and the credit risks of counterparties with which we enter into contracts. The sources of these risks include, but are not limited to, the following:

•: the risks of unfavorable changes in power prices in the wholesale forward and spot markets in which we sell a portion of the power from our power generation facilities and purchase power to meet our load-serving requirements,
•: the risk of unfavorable fuel price changes for the purchase of a portion of the fuel for our generation facilities under short-term contracts or on the spot market (Fuel prices can be volatile, and the price that can be obtained for power produced from such fuel may not change at the same rate or direction as fuel costs),
•: the risk that one or more counterparties may fail to perform under their obligations to make payments or deliver fuel or power,
•: interest rate risk associated with variable-rate debt and the fair value of fixed-rate debt used to finance our operations, and
•: foreign currency exchange rate risk associated with international investments and purchases of equipment and commodities in currencies other than U.S. dollars.

Objectives and Strategies for Using Derivatives

Risk Management Activities

To lower our exposure to the risk of unfavorable fluctuations in commodity prices, interest rates, and foreign currency rates, we routinely enter into derivative contracts, such as fixed-price forward physical purchase and sales contracts, futures, financial swaps, and option contracts traded in the over-the-counter markets or on exchanges, for hedging purposes. The objectives for entering into such hedging transactions primarily include:

•: fixing the price for a portion of anticipated future electricity sales from our generation operations,
•: fixing the price of a portion of anticipated fuel purchases for the operation of our power plants,
•: fixing the price for a portion of anticipated energy purchases to supply our load-serving customers, and
•: managing our exposure to interest rate risk and foreign currency exchange risks.

Non-Risk Management Activities

In addition to the use of derivatives for risk management purposes, we also enter into derivative contracts for trading purposes primarily to achieve the following objectives:

•: optimizing the margin on surplus electricity generation and load positions and surplus fuel supply and demand positions,
•: obtaining knowledge of prices and developing expertise in less-liquid markets, and

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•: deploying risk capital in an effort to generate returns.

Accounting for Derivative Instruments

The accounting requirements for derivatives provide for recognition of all qualifying derivative instruments on the balance sheet at fair value as either assets or liabilities.

Accounting Designation

We must evaluate new and existing transactions and agreements to determine whether they are derivatives, for which there are several possible accounting treatments. Mark-to-market is required as the default accounting treatment for all derivatives unless they qualify, and we specifically designate them, for one of the other accounting treatments. Derivatives designated for any of the elective accounting treatments must meet specific, restrictive criteria, both at the time of designation and on an ongoing basis. The permissible accounting treatments include:

•: normal purchase normal sale (NPNS),
•: cash flow hedge,
•: fair value hedge, and
•: mark-to-market.

We discuss our accounting policies for derivatives and hedging activities and their impacts on our financial statements in Note 1 to our 2008 Annual Report on Form 10-K.

NPNS

We elect NPNS accounting for derivative contracts that provide for the purchase or sale of a physical commodity that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business. Once we elect NPNS classification for a given contract, we cannot subsequently change the election and treat the contract as a derivative using mark-to-market or hedge accounting.

Cash Flow Hedging

We generally elect cash flow hedge accounting for most of the derivatives that we use to hedge market price risk for our physical energy delivery activities because hedge accounting more closely aligns the timing of earnings recognition and cash flows for the underlying business activities. Management monitors the potential impacts of commodity price changes and, where appropriate, may enter into or close out (via offsetting transactions) derivative transactions designated as cash flow hedges.

Commodity Cash Flow Hedges

Our merchant energy business has designated fixed-price forward contracts as cash-flow hedges of forecasted sales of energy and forecasted purchases of fuel and energy for the years 2009 through 2016. Our merchant energy business had net unrealized pre-tax losses on these cash-flow hedges recorded in "Accumulated other comprehensive loss" of $1,323.1 million at September 30, 2009 and $2,614.9 million at December 31, 2008.

We expect to reclassify $941.8 million of net pre-tax losses on cash-flow hedges from "Accumulated other comprehensive loss" into earnings during the next twelve months based on market prices at September 30, 2009. However, the actual amount reclassified into earnings could vary from the amounts recorded at September 30, 2009, due to future changes in market prices.

When we determine that a forecasted transaction originally hedged has become probable of not occurring, we reclassify net unrealized gains or losses associated with those hedges from "Accumulated other comprehensive loss" to earnings. We recognized in earnings the following pre-tax amounts on such contracts:

	Quarter Ended September 30,				Nine Months Ended September 30,

	2009		2008		2009			2008

	(In millions)
Pre-tax (losses) gains	$	—	$	17.0	$	(241.0	)	$	17.7

The pre-tax loss reclassified in 2009 resulted from the sale of a majority of our international commodities operation and our termination of certain contracts as part of our efforts to improve liquidity and reduce risk. The forecasted transactions associated with previously designated cash-flow hedge contracts were deemed probable of not occurring.

Interest Rate Swaps Designated as Cash Flow Hedges

We use interest rate swaps designated as cash flow hedges to manage our interest rate exposures associated with new debt issuances and to manage our exposure to fluctuations in interest rates on variable rate debt. The effective portion of gains and losses on these interest rate cash flow hedges, net of associated deferred income tax effects, is recorded in "Accumulated other comprehensive loss" in our Consolidated Statements of Comprehensive Income (Loss). We reclassify gains and losses on the hedges from "Accumulated other comprehensive loss" into "Interest expense" in our Consolidated Statements of Income (Loss) during the periods in which the interest payments being hedged occur.

Accumulated other comprehensive loss includes net unrealized pre-tax gains on interest rate cash-flow hedges of prior debt issuances totaling $11.9 million at September 30, 2009 and $12.0 million at December 31, 2008. We expect to reclassify $2.3 million of pre-tax net gains on these cash-flow hedges from "Accumulated other comprehensive loss" into "Interest expense" during the next twelve months. We had no hedge ineffectiveness on these swaps.

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Fair Value Hedging

We elect fair value hedge accounting for a limited portion of our derivative contracts including certain interest rate swaps and certain forward contracts and price and basis swaps associated with natural gas fuel in storage. The objectives for electing fair value hedging in these situations are to manage our exposure, to optimize the mix of our fixed and floating-rate debt, and to hedge the value of our natural gas in storage. We did not have any fair value hedges related to the value of our natural gas in storage during the second and third quarters of 2009.

Interest Rate Swaps Designated as Fair Value Hedges

We use interest rate swaps designated as fair value hedges to optimize the mix of fixed and floating-rate debt. We record any gains or losses on swaps that qualify for fair value hedge accounting treatment, as well as changes in the fair value of the debt being hedged, in "Interest expense." We record changes in fair value of the swaps in "Derivative assets and liabilities" and changes in the fair value of the debt in "Long-term debt" in our Consolidated Balance Sheets. In addition, we record the difference between interest on hedged fixed-rate debt and floating-rate swaps in "Interest expense" in the periods that the swaps settle.

During 2004, we entered into interest rate swaps qualifying as fair value hedges relating to $450 million of our fixed-rate debt maturing in 2012 and 2015, and converted this notional amount of debt to floating-rate. The fair value of these hedges was an unrealized gain of $46.8 million at September 30, 2009 and $55.9 million at December 31, 2008 and was recorded as an increase in our "Derivative assets" and an increase in our "Long-term debt." We had no hedge ineffectiveness on these interest rate swaps. On July 15, 2009, we terminated an interest rate swap relating to $50 million of the $450 million of our fixed-rate debt and received approximately $4.5 million in cash. This transaction was recorded in the third quarter of 2009.

Hedge Ineffectiveness

For all categories of derivative instruments designated in hedging relationships, we recorded in earnings the following pre-tax gains (losses) related to hedge ineffectiveness:

	Quarter Ended September 30,						Nine Months Ended September 30,

	2009			2008			2009		2008

	(In millions)
Cash-flow hedges	$	(13.2	)	$	(13.2	)	$	39.4	$	(103.0	)
Fair value hedges		—			(6.2	)		23.9		6.7

Total	$	(13.2	)	$	(19.4	)	$	63.3	$	(96.3	)

In addition, we did not recognize any gain or loss during the quarter or nine months ended September 30, 2009 and 2008 relating to changes in value for the portion of our fair value hedges excluded from our hedge effectiveness assessment.

Mark-to-Market

We generally apply mark-to-market accounting for risk management and trading activities for which changes in fair value more closely reflect the economic performance of the underlying business activity. However, we also use mark-to-market accounting for derivatives related to the following physical energy delivery activities:

•: our nonregulated retail gas customer supply activities, which are managed using economic hedges that we have not designated as cash-flow hedges in order to match the timing of recognition of the earnings impacts of those activities to the greatest extent permissible, and
•: economic hedges of activities that require accrual accounting for which the related hedge requires mark-to-market accounting.

Quantitative Information About Derivatives and Hedging Activities

Background

Effective January 1, 2009, we adopted an accounting standard related to disclosures about derivative instruments and hedging activities. This standard does not change the accounting for derivatives; rather, it requires expanded disclosure about derivative instruments and hedging activities regarding:

•: the ways in which an entity uses derivatives,
•: the accounting for derivatives and hedging activities, and
•: the impact that derivatives have (or could have) on an entity's financial position, financial performance, and cash flows.

Balance Sheet Tables

We present our derivative assets and liabilities in our Consolidated Balance Sheets on a net basis, including cash collateral, whenever we have a legally enforceable master netting agreement with a counterparty to a derivative contract. We use master netting agreements whenever possible to manage and substantially reduce our potential counterparty credit risk. The net presentation in our Consolidated Balance Sheets reflects our actual credit exposure after giving effect to the beneficial effects of these agreements and cash collateral, and our credit risk is reduced further by other forms of collateral.

The following table provides information about the types of market risks we manage using derivatives. This table only includes derivatives and does not reflect the price risks we are hedging that arise from physical assets or nonderivative accrual contracts within our generating plants, customer supply, and global commodities activities.

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As discussed more fully following the table, we present this information by disaggregating our net derivative assets and liabilities into gross components on a contract-by-contract basis before giving effect to the risk-reducing benefits of master netting arrangements and collateral. As a result, we must present each individual contract as an "asset value" if it is in the money or a "liability value" if it is out of the money, regardless of whether the individual contracts offset market or credit risks of other contracts in full or in part. Therefore, the gross amounts in this table do not reflect our actual economic or credit risk associated with derivatives. This gross presentation is intended only to show separately the various derivative contract types we use, such as commodities, interest rate, and foreign exchange.

In order to identify how our derivatives impact our financial position, at the bottom of the table we provide a reconciliation of the gross fair value components to the net fair value amounts as presented in the Fair Value Measurements note and our Consolidated Balance Sheets.

The gross asset and liability values in the table below are segregated between those derivatives designated in qualifying hedge accounting relationships and those not designated in hedge accounting relationships. Derivatives not designated in hedging relationships include our retail gas customer supply operation, economic hedges of accrual activities, the international commodities and Houston-based gas trading operations that we have divested, and risk management and trading activities which we have substantially curtailed as part of our effort to reduce risk in our business. We use the end of period accounting designation to determine the classification for each derivative position.

As of September 30, 2009		Derivatives Designated as Hedging Instruments for Accounting Purposes					Derivatives Not Designated As Hedging Instruments for Accounting Purposes					All Derivatives Combined


Contract type		Asset Values³		Liability Values⁴			Asset Values³		Liability Values⁴			Asset Values³			Liability Values⁴

		(In millions)
	Power contracts	$	2,127.9	$	(2,943.8	)	$	16,422.9	$	(17,345.4	)	$	18,550.8		$	(20,289.2	)
	Gas contracts		1,868.8		(1,305.4	)		5,412.9		(5,088.8	)		7,281.7			(6,394.2	)
	Coal contracts		33.7		(71.6	)		1,070.9		(1,090.6	)		1,104.6			(1,162.2	)
	Other commodity contracts¹		10.6		(18.3	)		200.1		(172.3	)		210.7			(190.6	)
	Interest rate contracts		46.8		—			35.5		(52.8	)		82.3			(52.8	)
	Foreign exchange contracts		—		—			26.9		(21.9	)		26.9			(21.9	)

Total gross fair values		$	4,087.8	$	(4,339.1	)	$	23,169.2	$	(23,771.8	)	$	27,257.0		$	(28,110.9	)

	Netting arrangements⁵												(26,223.6	)		26,223.6
	Cash collateral												(274.1	)		99.4

Net fair values												$	759.3		$	(1,787.9	)

Net fair value by balance sheet line item:
Accounts receivable²												$	(741.2	)
Derivative assets—current													582.8
Derivative assets—noncurrent													917.7
Derivative liabilities—current																(823.1	)
Derivative liabilities—noncurrent																(964.8	)

Total Derivatives												$	759.3		$	(1,787.9	)

1 Other commodity contracts include oil, freight, emission allowances, and weather contracts.
2 Represents the unrealized fair value of exchange traded derivatives, exclusive of cash margin posted.
3 Represents in-the-money contracts without regard to potentially offsetting out-of-the-money contracts under master netting agreements.
4 Represents out-of-the-money contracts without regard to potentially offsetting in-the-money contracts under master netting agreements.
5 Represents the effect of legally enforceable master netting agreements.

The magnitude of and changes in the gross derivatives components in this table do not indicate changes in the level of derivative activities, the level of market risk, or the level of credit risk. The primary factors affecting the magnitude of the gross amounts in the table are changes in commodity prices and the total number of contracts. If commodity prices change, the gross amounts could increase, even if the level of contracts stays the same, because separate presentation is required for contracts that are in the money from those that are out of the money. As a result, the gross amounts of even fully hedged positions could increase if prices change. Additionally, if the number of contracts increases, the gross amounts also could increase. Thus, the execution of new contracts to reduce economic risk could actually increase the gross amounts in the table because of the requirement to present the gross value of each individual contract separately.

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The primary purpose of this table is to disaggregate the risks being managed using derivatives. In order to achieve this objective, we prepare this table by separating each individual derivative contract that is in the money from each contract that is out of the money and present such amounts on a gross basis, even for offsetting contracts that have identical quantities for the same commodity, location, and delivery period. We must also present these components excluding the substantive credit-risk reducing effects of master netting agreements and collateral. As a result, the gross "asset" and "liability" amounts for each contract type far exceed our actual economic exposure to commodity price risk and credit risk. Our actual economic exposure consists of the net derivative position combined with our nonderivative accrual contracts, such as those for load-serving, and our physical assets, such as our power plants. Our actual derivative credit risk exposure after master netting agreements and cash collateral is reflected in the net fair value amounts shown at the bottom of the table above. Our total economic and credit exposures, including derivatives, are managed in a comprehensive risk framework that includes risk measures such as economic value at risk, stress testing, and maximum potential credit exposure.

Gain and (Loss) Tables

The following tables summarize the gain and loss impacts of our derivative instruments segregated into the following categories:

•: cash flow hedges,
•: fair value hedges, and
•: mark-to-market derivatives.

The tables only include this information for derivatives and do not reflect the related gains or losses that arise from generation and generation-related assets, nonderivative accrual contracts, or NPNS contracts within our Generation, Customer Supply, and Global Commodities activities, other than fair value hedges, for which we separately show the gain or loss on the hedged asset or liability. As a result, for mark-to-market and cash-flow hedge derivatives, these tables only reflect the impact of derivatives themselves and therefore do not necessarily include all of the income statement impacts of the transactions for which derivatives are used to manage risk. For a more complete discussion of how derivatives affect our financial performance, see our accounting policy for Revenues, Fuel and Purchased Energy Expenses, and Derivatives and Hedging Activities in Note 1 to our 2008 Annual Report on Form 10-K.

The following table presents gains and losses on derivatives designated as cash flow hedges. As discussed more fully in our accounting policy, we record the effective portion of unrealized gains and losses on cash flow hedges in Accumulated Other Comprehensive Loss until the hedged forecasted transaction affects earnings. We record the ineffective portion of gains and losses on cash flow hedges in earnings as they occur. When the hedged forecasted transaction settles and is recorded in earnings, we reclassify the related amounts from Accumulated Other Comprehensive Loss into earnings, with the result that the combination of revenue or expense from the forecasted transaction and gain or loss from the hedge are recognized in earnings at a total amount equal to the hedged price. Accordingly, the amount of derivative gains and losses recorded in Accumulated Other Comprehensive Loss and reclassified from Accumulated Other Comprehensive Loss into earnings does not reflect the total economics of the hedged forecasted transactions. The total impact of our forecasted transactions and related hedges is reflected in our Consolidated Statements of Income (Loss).

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Cash Flow Hedges									Quarter Ended September 30, 2009						Nine Months Ended September 30, 2009


		Gain (Loss) Recorded in AOCI
Contract type:		Quarter Ended September 30, 2009			Nine Months Ended September 30, 2009			Statement of Income (Loss) Line Item	Gain (Loss) Reclassified from AOCI into Earnings			Ineffectiveness Gain (Loss) Recorded in Earnings			Gain (Loss) Reclassified from AOCI into Earnings			Ineffectiveness Gain (Loss) Recorded in Earnings

		(In millions)
Hedges of forecasted sales:								Nonregulated revenues
	Power contracts	$	47.0		$	309.2			$	(44.4	)	$	4.4		$	(174.0	)	$	85.4
	Gas contracts		(1.8	)		(25.7	)			(15.3	)		(1.8	)		(37.3	)		4.7
	Coal contracts		—			10.0				—			—			(229.9	)		—
	Other commodity contracts¹		1.2			7.8				1.3			(1.1	)		(2.3	)		(6.2	)
Interest rate contracts			—			(0.3	)			(0.4	)		—			(0.6	)		—
Foreign exchange contracts			—			0.3				—			—			(0.9	)		—

Total gains (losses)		$	46.4		$	301.3		Total included in nonregulated revenues	$	(58.8	)	$	1.5		$	(445.0	)	$	83.9

Hedges of forecasted purchases:								Fuel and purchased energy expense
	Power contracts	$	(104.6	)	$	(991.4	)		$	(452.5	)	$	(5.8	)	$	(1,490.9	)	$	(35.3	)
	Gas contracts		(30.6	)		123.9				14.5			(5.3	)		107.2			(2.7	)
	Coal contracts		43.4			(81.7	)			(69.8	)		(3.6	)		(135.1	)		(6.5	)
	Other commodity contracts²		(6.9	)		(9.0	)			(7.5	)		—			15.6			—
Foreign exchange contracts			1.0			1.1				(0.1	)		—			—			—

Total losses		$	(97.7	)	$	(957.1	)	Total included in fuel and purchased energy expense	$	(515.4	)	$	(14.7	)	$	(1,503.2	)	$	(44.5	)

Hedges of interest rates:								Interest expense
	Interest rate contracts		—			—				(0.2	)		—			—			—

Total losses		$	—		$	—		Total included in interest expense	$	(0.2	)	$	—		$	—		$	—

Grand total (losses) gains		$	(51.3	)	$	(655.8	)		$	(574.0	)	$	(13.2	)	$	(1,948.2	)	$	39.4

1 Other commodity sale contracts include oil and freight contracts.
2 Other commodity purchase contracts include freight and emission allowances.

The following table presents gains and losses on derivatives designated as fair value hedges and, separately, the gains and losses on the hedged item. As discussed earlier, we record the unrealized gains and losses on fair value hedges as well as changes in the fair value of the hedged asset or liability in earnings as they occur. The difference between these amounts represents hedge ineffectiveness. Due to the sale of our Houston-based gas trading operation, we do not have any third quarter activity under fair value hedges related to gas contracts.

Fair Value Hedges			Quarter Ended September 30, 2009					Nine Months Ended September 30, 2009


Contract type:		Statement of Income (Loss) Line Item	Gain (Loss) Recognized in Income on Derivative		Gain (Loss) Recognized in Income on Hedged Item			Gain (Loss) Recognized in Income on Derivative		Gain (Loss) Recognized in Income on Hedged Item

			(In millions)
Commodity contracts:
	Gas contracts	Nonregulated revenues	$	—	$	—		$	40.6	$	(16.7	)
Interest rate contracts		Interest expense		21.8		(21.5	)		6.3		(6.0	)

Total gains (losses)			$	21.8	$	(21.5	)	$	46.9	$	(22.7	)

The following table presents gains and losses on mark-to-market derivatives, contracts that have not been designated as hedges for accounting purposes. As discussed more fully in Note 1 to our 2008 Annual Report on Form 10-K, we record the unrealized gains and losses on mark-to-market derivatives in earnings as they occur. While we use mark-to-market accounting for risk management and trading activities because changes in fair value more closely reflect the economic performance of the activity, we also use mark-to-market accounting for certain derivatives related to

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portions of our physical energy delivery activities. Accordingly, the total amount of gains and losses from mark-to-market derivatives does not necessarily reflect the total economics of related transactions.

Mark-to-Market Derivatives			Quarter Ended September 30, 2009			Nine Months Ended September 30, 2009


Contract type:		Statement of Income (Loss) Line Item	Gain (Loss) Recorded in Income

			(In millions)
Commodity contracts:
	Power contracts	Nonregulated revenues	$	65.4		$	212.4
	Gas contracts	Nonregulated revenues		(73.6	)		(353.1	)
	Coal contracts	Nonregulated revenues		3.1			12.9
	Other commodity contracts¹	Nonregulated revenues		(4.5	)		(4.1	)
	Coal contracts	Fuel and purchased energy expense		(2.1	)		(109.8	)
Interest rate contracts		Nonregulated revenues		(6.3	)		(26.9	)
Foreign exchange contracts		Nonregulated revenues		1.8			11.5

Total gains (losses)			$	(16.2	)	$	(257.1	)

1 Other commodity contracts for the quarter ended September 30, 2009 include oil, weather, and emission allowances. For the nine months ended September 30, 2009, other commodity contracts also include freight and uranium.

In computing the amounts of derivative gains and losses in the above tables, we include the changes in fair values of derivative contracts up to the date of maturity or settlement of each contract. This approach facilitates a comparable presentation for both financial and physical derivative contracts. In addition, for cash flow hedges we include the impact of intra-quarter transactions (i.e., those that arise and settle within the same quarter) in both gains and losses recognized in Accumulated Other Comprehensive Loss and amounts reclassified from Accumulated Other Comprehensive Loss into earnings.

Volume of Derivative Activity

The volume of our derivatives activity is directly related to the fundamental nature and scope of our business and the risks we manage. We own or control electric generating facilities, which exposes us to both power and fuel price risk; we serve electric and gas wholesale and retail customers within our customer supply business, which exposes us to electricity and natural gas price risk; and we provide risk management services and engage in trading activities, which can expose us to a variety of commodity price risks. We conduct our business activities throughout the United States and internationally. In order to manage the risks associated with these activities, we are required to be an active participant in the energy markets, and we routinely employ derivative instruments to conduct our business.

Derivative instruments provide an efficient and effective way to conduct our business and to manage the associated risks. We manage our generating resources and customer supply activities based upon established policies and limits, and we use derivatives to establish a portion of our hedges and to adjust the level of our hedges from time to time. Additionally, we engage in trading activities which enable us to execute hedging transactions in a cost-effective manner. We manage those activities based upon various risk measures, including position limits, economic value at risk (EVaR) and value at risk (VaR), and we use derivatives to establish and maintain those activities within the prescribed limits. We are also using derivatives to execute, control, and reduce the overall level of our trading positions and risk as well as to manage a portion of our interest rate risk associated with debt and our foreign currency risk from non-dollar denominated transactions. Accordingly, the use of derivative instruments is integral to the conduct of our business, and derivative instruments are an important tool through which we are able to manage and mitigate the risks that are inherent in our activities.

The following table presents information designed to provide insight into the overall volume of our derivatives usage. However, the volumes presented in this table are subject to a number of limitations and should only be used as an indication of the extent of our derivatives usage and the risks they are intended to manage.

First, the volume information is not a complete representation of our market price risk because it only includes derivative contracts. Accordingly, this table does not present a complete picture of our overall net economic exposure, and should not be interpreted as an indication of open or unhedged commodity positions, because the use of derivatives is only one of the means by which we engage in and manage the risks of our business. For example, the table does not include power or fuel quantities and risks arising from our physical assets, non-derivative contracts, and forecasted transactions that we manage using derivatives; a portion of these volumes reduce those risks. It also does not include volumes of commodities under nonderivative contracts that we use to serve customers or manage our risks. Our actual net economic exposure from our generating facilities and customer supply activities is reduced by derivatives, and the exposure from our trading activities is managed and controlled through

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the risk measures discussed above. Therefore, the information in the table below is only an indication of that portion of our business that we manage through derivatives and serves primarily to identify the extent of our derivatives activities and the types of risks that they are intended to manage.

Additionally, the disclosure of derivative quantities potentially could reveal commercially valuable or otherwise competitively sensitive information that could limit the effectiveness and profitability of our business activities. Therefore, in the table below, we have computed the derivative volumes for commodities by aggregating the absolute value of net open long (purchase) and short (sell) positions within commodities for each year. This provides an indication of the level of derivatives activity, but it does not indicate either the direction of our position (long or short), or the overall size of our position. We believe this presentation gives an appropriate indication of the level of derivatives activity without unnecessarily revealing the size and direction of our derivatives positions.

Finally, the volume information for commodity derivatives represents "delta equivalent" quantities, not gross notional amounts. We make use of different types of commodity derivative instruments such as forwards, futures, options, and swaps, and we believe that the delta equivalent quantity is the most relevant measure of the volume associated with these commodity derivatives. The delta-equivalent quantity represents a risk-adjusted notional quantity for each contract that takes into account the probability that an option will be exercised. Therefore, the volume information for commodity derivatives represents the delta equivalent quantity of those contracts, computed on the basis described above. For interest rate contracts and foreign currency contracts we have presented the notional amounts of such contracts in the table below.

The following table presents the volume of our derivative activities as of September 30, 2009, shown by contractual settlement year.

Quantities¹ Under Derivative Contracts									As of September 30, 2009


Contract Type (Unit)	2009		2010		2011		2012		2013		Thereafter		Total

	(In millions)
Power (MWh)		10.1		28.8		16.0		2.4		1.2		1.2		59.7
Gas (MMBTU)		20.6		34.7		42.5		8.0		9.9		44.3		160.0
Coal (Tons)		1.9		4.2		2.6		—		—		—		8.7
Oil (BBL)		0.1		—		—		—		—		—		0.1
Emission Allowances (Tons)		10.0		0.2		—		—		—		—		10.2
Interest Rate Contracts	$	795.1	$	944.4	$	45.6	$	629.5	$	93.2	$	425.0	$	2,932.8
Foreign Exchange Rate Contracts	$	4.2	$	51.1	$	58.5	$	16.7	$	16.7	$	32.3	$	179.5

1 Amounts in the table are only intended to provide an indication of the level of derivatives activity and should not be interpreted as a measure of any derivative position or overall economic exposure to market risk. Quantities are expressed as "delta equivalents" on an absolute value basis by contract type by year. Additionally, quantities relate only to derivatives and do not include potentially offsetting quantities associated with physical assets and nonderivative accrual contracts.

In addition to the commodities in the tables above, we also hold derivative instruments related to weather and freight that are insignificant relative to the overall level of our derivative activity.

Credit-Risk Related Contingent Features

Certain of our derivative instruments contain provisions that would require additional collateral upon a credit-related event such as an adequate assurance provision or a credit rating decrease in the senior unsecured debt of Constellation Energy. The amount of collateral we could be required to post would be determined by the fair value of contracts containing such provisions that represent a net liability, after offset for the fair value of any asset contracts with the same counterparty under master netting agreements and any other collateral already posted. This collateral amount is a component of, and is not in addition to, the total collateral we could be required to post for all contracts upon a credit rating decrease.

The following table presents information related to these derivatives. Based on contractual provisions, we estimate that if Constellation Energy's senior unsecured debt were downgraded, our total contingent collateral obligation for derivatives in a net liability position was $0.2 billion as of September 30, 2009, which represents the additional collateral that we could be required to post with counterparties, including both cash collateral and letters of credit, in the event of a credit downgrade to below investment grade. These amounts are associated with net derivative liabilities totaling $1.2 billion after reflecting legally binding master netting agreements and collateral already posted.

We present the gross fair value of derivatives in a net liability position that have credit-risk-related contingent features in the first column in the table below. This gross fair value amount represents only the out-of-the-money contracts containing such features that are not fully collateralized by cash on a stand-alone basis. Thus, this amount does not reflect the offsetting fair value of in-the-money contracts under legally-

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binding master netting agreements with the same counterparty, as shown in the second column in the table. These in-the-money contracts would offset the amount of any gross liability that could be required to be collateralized, and as a result, the actual potential collateral requirements would be based upon the net fair value of derivatives containing such features, not the gross amount. The amount of any possible contingent collateral for such contracts in the event of a downgrade would be further reduced to the extent that we have already posted collateral related to the net liability.

Because the amount of any contingent collateral obligation would be based on the net fair value of all derivative contracts under each master netting agreement, we believe that the "net fair value of derivative contracts containing this feature" as shown in the table below is the most relevant measure of derivatives in a net liability position with credit-risk-related contingent features. This amount reflects the actual net liability upon which existing collateral postings are computed and upon which any additional contingent collateral obligation would be based.

Credit-Risk Related Contingent Feature							As of September 30, 2009


Gross Fair Value of Derivative Contracts Containing This Feature¹		Offsetting Fair Value of In-the-Money Contracts Under Master Netting Agreements²			Net Fair Value of Derivative Contracts Containing This Feature³		Amount of Posted Collateral⁴		Contingent Collateral Obligation⁵

(In billions)
$	12.2	$	(11.0	)	$	1.2	$	0.8	$	0.2

1 Amount represents the gross fair value of out-of-the-money derivative contracts containing credit-risk-related contingent features that are not fully collateralized by posted cash collateral on an individual, contract-by-contract basis ignoring the effects of master netting agreements.
2 Amount represents the offsetting fair value of in-the-money derivative contracts under legally-enforceable master netting agreements with the same counterparty, which reduces the amount of any liability for which we potentially could be required to post collateral.
3 Amount represents the net fair value of out-of-the-money derivative contracts containing credit-risk related contingent features after considering the mitigating effects of offsetting positions under master netting arrangements and reflects the actual net liability upon which any potential contingent collateral obligations would be based.
4 Amount includes cash collateral posted of $99.4 million and letters of credit of $691.1 million.
5 Amounts represent the additional collateral that we could be required to post with counterparties, including both cash collateral and letters of credit, in the event of a credit downgrade to below investment grade after giving consideration to offsetting derivative and non-derivative positions under master netting agreements.

Concentrations of Derivative-Related Credit Risk

Constellation Energy's wholesale and retail credit risk management policies establish the guidelines under which we extend unsecured credit to counterparties and customers. Based on the counterparty analysis and limits established by Constellation Energy, collateral or other security may be required to enter into transactions based on the potential exposure. Under most agreements we have entered into, collateral is in the form of cash or letters of credit. These forms of collateral are held by us and can be drawn upon should a counterparty default on its obligations under its agreement.

As a best practice, we enter into commodity master agreements and cross-commodity netting agreements in order to achieve the benefits of netting in terms of exposure and collateral capital reductions. Where beneficial to the risk profile of the company, we will seek credit protections that include upfront collateral, margining, material adverse change clauses (based on credit ratings downgrades or other financial ratios events), and adequate assurances clauses in our master agreements that can be utilized to request security from our counterparties in order to cover our potential risk of loss.

We consider a significant concentration of credit risk to be any single obligor or counterparty whose concentration exceeds 10% of total credit exposure. As of September 30, 2009, no single counterparty concentration comprises more than 10% of the total exposure of the portfolio, and no collection of counterparties based in a single country other than the United States comprises more than 10% of the total exposure of the portfolio.

Fair Value Measurements

Fair value is the price that we would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

The accounting requirements for fair value measurements include a fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of the fair value hierarchy are as follows:

•: Level 1—Unadjusted quoted prices available in active markets at the measurement date for identical assets or liabilities.

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•: Level 2—Pricing inputs, other than quoted prices included within Level 1, which are either directly or indirectly observable as of the reporting date.
•: Level 3—Significant inputs that are generally not observable from market activity.

We determine the fair value of our assets and liabilities using unadjusted quoted prices in active markets (Level 1) or pricing inputs that are observable (Level 2) whenever that information is available. We use unobservable inputs (Level 3) to estimate fair value only when relevant observable inputs are not available.

We classify assets and liabilities within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement of each individual asset and liability taken as a whole. We determine fair value for assets and liabilities classified as Level 1 by multiplying the market price by the quantity of the asset or liability. We primarily determine fair value measurements classified as Level 2 or Level 3 using the income valuation approach, which involves discounting estimated cash flows using assumptions that market participants would use in pricing the asset or liability.

We present all derivatives recorded at fair value net with the associated fair value cash collateral. This presentation of the net position reflects our credit exposure for our on-balance sheet positions but excludes the impact of any off-balance sheet positions and collateral. Examples of off-balance sheet positions and collateral include in-the-money accrual contracts for which the right of offset exists in the event of default and letters of credit. We discuss our letters of credit in more detail in the Financing Activities section.

Recurring Measurements

BGE's assets and liabilities measured at fair value on a recurring basis are immaterial. Our merchant energy business segment's assets and liabilities measured at fair value on a recurring basis consist of the following:

			As of September 30, 2009


			Assets			Liabilities

			(In millions)
Cash equivalents			$	596.8		$	—
Debt and equity securities				1,228.3			—
Derivative instruments:
	Classified as derivative assets and liabilities:
		Current		582.8			(823.1	)
		Noncurrent		917.7			(964.8	)

		Total classified as derivative assets and liabilities		1,500.5			(1,787.9	)
	Classified as accounts receivable*			(741.2	)		—

	Total derivative instruments			759.3			(1,787.9	)

Total recurring fair value measurements			$	2,584.4		$	(1,787.9	)

* Represents the unrealized fair value of exchange traded derivatives, exclusive of cash margin posted.

Cash equivalents represent money market mutual funds which are included in "Cash and cash equivalents" and "Nuclear decommissioning trust funds" in the Consolidated Balance Sheets. Debt and equity securities primarily represent available-for-sale investments which are included in "Nuclear decommissioning trust funds" and "Other assets" in the Consolidated Balance Sheets. Derivative instruments represent unrealized amounts related to all derivative positions, including futures, forwards, swaps, and options. We classify exchange-listed contracts as part of "Accounts Receivable" in our Consolidated Balance Sheets. We classify the remainder of our derivative contracts as "Derivative assets" or "Derivative liabilities" in our Consolidated Balance Sheets.

The table below disaggregates our net derivative assets and liabilities on a gross contract-by-contract basis. Each individual asset or liability that is remeasured at fair value on a recurring basis is required to be presented in this table and classified, in its entirety, within the appropriate level in the fair value hierarchy. Therefore, the objective of this table is to provide information about how each individual derivative contract is valued within the fair value hierarchy, regardless of whether a particular contract is eligible for netting against other contracts or whether it has been collateralized.

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The table below sets forth by level within the fair value hierarchy the gross components of the Company's assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2009. These gross balances are intended solely to provide information on sources of inputs to fair value and proportions of fair value involving objective versus subjective valuations and do not represent either our actual credit exposure or net economic exposure.

At September 30, 2009		Level 1			Level 2			Level 3			Netting and Cash Collateral*			Total Net Fair Value


		(In millions)
Cash equivalents		$	576.6		$	20.2		$	—		$	—		$	596.8
Debt and equity securities:
	Marketable equity securities		324.6			—			—			—			324.6
	Mutual funds / common collective trusts		53.2			564.7			—			—			617.9
	Corporate debt securities		—			169.2			—			—			169.2
	U.S. Government agencies		—			45.0			—			—			45.0
	U.S. Treasuries		20.0			—			—			—			20.0
	State municipal bonds		—			51.6			—			—			51.6

Debt and equity securities			397.8			830.5			—			—			1,228.3
Derivative assets			325.1			24,133.4			2,798.5			(26,497.7	)		759.3
Derivative liabilities			(391.7	)		(24,680.1	)		(3,039.1	)		26,323.0			(1,787.9	)

	Net derivative position		(66.6	)		(546.7	)		(240.6	)		(174.7	)		(1,028.6	)

Total		$	907.8		$	304.0		$	(240.6	)	$	(174.7	)	$	796.5

* We present our derivative assets and liabilities in our Consolidated Balance Sheets on a net basis. We net derivative assets and liabilities, including cash collateral, when a legally enforceable master netting agreement exists between us and the counterparty to a derivative contract. At September 30, 2009, we included $274.1 million of cash collateral held and $99.4 million of cash collateral posted (excluding margin posted on exchange traded derivatives) in netting amounts in the above table.

The factors that cause changes in the gross components of the derivatives amounts in the table above are unrelated to the existence or level of actual market or credit risk from our operations. The gross components of the derivatives amounts in this table decreased from the corresponding amounts as of December 31, 2008, due to changes in commodity prices and the number of derivative contracts outstanding. We describe the primary factors that change the gross components below.

We prepared this table by separating each individual derivative contract that is in the money from each contract that is out of the money ignoring master netting agreements and collateral. As a result, the gross "asset" and "liability" amounts under each of the three fair value levels far exceed our actual economic exposure to commodity price risk and credit risk. Our actual economic exposure consists of the net derivative position combined with our nonderivative accrual contracts, such as those for load-serving, and our physical assets, such as our power plants. Our actual credit risk exposure is reflected in the net derivative asset and derivative liability amounts shown in the Total Net Fair Value column.

Increases and decreases in the gross components presented in each of the levels in this table also do not indicate changes in the level of derivative activities. Rather, the primary factors affecting the gross amounts are commodity prices and the total number of contracts. If commodity prices change, the gross amounts could increase, even if the level of contracts stays the same, because separate presentation is required for contracts that are in the money from those that are out of the money. As a result, even fully hedged positions could exhibit increases in the gross amounts if prices change. Additionally, if the number of contracts increases, the gross amounts also could increase. Thus, the execution of new contracts to reduce economic risk could actually increase the gross amounts in the table because of the required separation of contracts discussed above.

Cash equivalents are primarily comprised of exchange traded money market funds and money market mutual funds. These instruments are valued based upon unadjusted quoted prices in active markets and are classified within Level 1. Cash equivalents classified in Level 2 are held within our nuclear decommissioning trust funds and are valued based on fund share price, which is observable on a less frequent basis.

Debt and equity securities include trust assets securing certain executive benefits, other marketable securities, and our nuclear decommissioning trust funds. Trust assets securing certain executive benefits consist of mutual funds, which are valued based upon unadjusted quoted prices in active markets and are classified within Level 1. Our other marketable securities consist of marketable equity securities, which are valued based on unadjusted quoted prices in

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active markets and are classified within Level 1. Nuclear decommissioning trust funds consist of a number of different types of securities, including the following:

•: marketable equity securities, mutual funds, and United States Treasury securities are classified within Level 1 because they are valued based on unadjusted quoted prices in active markets,
•: fixed income securities other than United States Treasury securities are classified within Level 2 because these instruments are traded in markets that are less active than the markets for equity securities and United States Treasury securities, and
•: common collective trusts are classified within Level 2 because they are valued based on the fund share price, which is observable on a less frequent basis.

Derivative instruments include exchange-traded and bilateral contracts. Exchange-traded derivative contracts include futures and certain options. Bilateral derivative contracts include swaps, forwards, certain options and complex structured transactions. We utilize models to measure the fair value of bilateral derivative contracts. Generally, we use similar models to value similar instruments. Valuation models utilize various inputs, which include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, other observable inputs for the asset or liability, and market-corroborated inputs, which are inputs derived principally from or corroborated by observable market data by correlation or other means. However, the primary input to our valuation models is the forward commodity price. We have classified derivative contracts within the fair value hierarchy as follows:

•: Exchange-traded derivative contracts valued based on unadjusted quoted prices in active markets are classified within Level 1.
•: Exchange-traded derivative contracts valued using pricing inputs based upon market quotes or market transactions are classified within Level 2. These contracts generally trade in less active markets due to the length of the contracts (i.e., for certain contracts the exchange sets the closing price, which may not be reflective of an actual trade).
•: Bilateral derivative contracts where observable inputs are available for substantially the full term and value of the asset or liability are classified within Level 2.
•: Bilateral derivative contracts with a lower availability of pricing information are classified in Level 3. In addition, complex or structured transactions, such as certain options, may require us to use internally-developed model inputs, which might not be observable in or corroborated by the market, to determine fair value. When such unobservable inputs have more than an insignificant impact on the measurement of fair value, we also classify the instrument within Level 3.

In order to determine the fair value of derivatives, we utilize various inputs and factors including market data and assumptions that market participants would use in pricing assets or liabilities as well as assumptions about the risks inherent in the inputs to the valuation technique. The inputs and factors include:

•: forward commodity prices,
•: price volatility,
•: volumes,
•: location,
•: interest rates,
•: credit quality of counterparties and Constellation Energy, and
•: credit enhancements.

The following table sets forth a reconciliation of changes in Level 3 fair value measurements:

		Quarter Ended September 30,						Nine Months Ended September 30,

		2009			2008			2009			2008

		(In millions)
Balance at beginning of period		$	(176.5	)	$	211.4		$	37.0		$	(147.1	)
Realized and unrealized (losses) gains:
	Recorded in income		(121.0	)		37.4			(368.3	)		203.3
	Recorded in other comprehensive income		122.6			(24.3	)		146.6			226.2
Purchases, sales, issuances, and settlements			(5.5	)		(39.5	)		31.0			(3.2	)
Transfers into and out of Level 3			(60.2	)		529.6			(86.9	)		435.4

Balance at end of period		$	(240.6	)	$	714.6		$	(240.6	)	$	714.6

Change in unrealized gains recorded in income relating to derivatives still held at end of period		$	43.8		$	338.8		$	(0.7	)	$	478.5

Realized and unrealized gains (losses) are included primarily in "Nonregulated revenues" for our derivative contracts that are marked-to-market in our Consolidated Statements of Income (Loss) and are included in "Accumulated other comprehensive loss" for our derivative contracts designated as cash-flow hedges in our Consolidated Balance Sheets.

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Fair Value of Financial Instruments

We show the carrying amounts and fair values of financial instruments included in our Consolidated Balance Sheets in the following table:

At September 30, 2009		Carrying Amount		Fair Value


		(In millions)
Investments and other assets—Constellation Energy		$	1,393.5	$	1,392.1
Fixed-rate long-term debt:
	Constellation Energy (including BGE)		5,481.4		5,678.1
	BGE		2,238.5		2,320.7
Variable-rate long-term debt:
	Constellation Energy (including BGE)		695.9		695.9
	BGE		—		—

We use the following methods and assumptions for estimating fair value disclosures for financial instruments:

•: cash and cash equivalents, net accounts receivable, other current assets, certain current liabilities, short-term borrowings, current portion of long-term debt, and certain deferred credits and other liabilities: because of their short-term nature, the amounts reported in our Consolidated Balance Sheets approximate fair value,
•: investments and other assets: the fair value is based on quoted market prices where available, and
•: long-term debt: the fair value is based on quoted market prices where available or by discounting remaining cash flows at current market rates.

Accounting Standards Issued

Accounting for Variable Interest Entities

In June 2009, the FASB amended the accounting for variable interest entities, effective for interim and annual reporting periods beginning after November 15, 2009. The standard includes the following significant provisions:

•: requires an entity to qualitatively assess if it is the primary beneficiary of a VIE based on whether the entity (1) has the power to direct matters that most significantly impact the activities of the VIE, and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE,
•: requires ongoing reconsideration of the primary beneficiary instead of only upon certain triggering events,
•: amends the events that trigger a reassessment of whether an entity is a VIE, and
•: requires the primary beneficiary of a VIE to disclose separately (1) the assets of the consolidated VIE, if they can be used to only settle specific obligations of the consolidated VIE, and (2) the liabilities of a consolidated VIE for which creditors do not have recourse to the general credit of the primary beneficiary.

We are currently evaluating the impacts of this standard on our, and BGE's, financial results, which could be material.

Accounting Standards Adopted

Noncontrolling Interests in Consolidated Financial Statements

In December 2007, the FASB issued amended guidance related to the accounting and reporting of noncontrolling interests in consolidated financial statements. A noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This presentation is based upon the view of the consolidated business as a single economic entity and considers minority ownership interests in consolidated subsidiaries as equity in the consolidated entity.

Under the amended guidance, companies are required to:

•: present noncontrolling interests (formerly described as "minority interests") in the consolidated balance sheet as a separate line item within equity,
•: separately present on the face of the income statement the amount of consolidated net income attributable to the parent and to the noncontrolling interest,
•: account for changes in ownership interests that do not result in a change in control as equity transactions, and
•: upon deconsolidation of a subsidiary due to a change in control, measure any retained interest at fair value and record a gain or loss for both the portion sold and the portion retained.

Effective January 1, 2009, we presented and disclosed noncontrolling interests in our Consolidated Financial Statements in accordance with the amended guidance.

The total increase in Constellation Energy's noncontrolling interest amount of $52.4 million from December 31, 2008 to September 30, 2009 is primarily due to income earned at one entity in which there is a noncontrolling interest.

The total increase in BGE's noncontrolling interest amount of $8.4 million from December 31, 2008 to September 30, 2009 is primarily due to a contribution by its noncontrolling interest owner.

Disclosures about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued amended guidance requiring expanded disclosure about derivative instruments

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and hedging activities, but did not change the accounting for derivatives. We adopted the new disclosure requirements on January 1, 2009 and provide these additional disclosures beginning on page 31.

Subsequent Events

In May 2009, the FASB issued a new accounting standard addressing the accounting for and disclosure of events that occur subsequent to the balance sheet date but before financial statements are issued or are available to be issued. Because this standard does not change the fundamental requirements for accounting for subsequent events, it does not have a significant impact on our, or BGE's financial results. However, this standard does require the disclosure of the date through which subsequent events have been evaluated as well as whether that date is the date the financial statements were issued. We adopted this standard as of June 30, 2009 and have provided the additional required disclosures on page 11.

Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles

In June 2009, the FASB issued the Accounting Standards Codification (Codification), which became effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Codification became the sole source of authoritative generally accepted accounting principles in the United States of America (GAAP) and superseded all existing non-SEC accounting and reporting standards. All of the Codification content carries the same level of authority, and any accounting guidance not contained within the Codification is considered non-authoritative. Because the Codification was not intended to change GAAP, the adoption of this standard did not have an impact on our, or BGE's, financial results. However, our disclosures and references to accounting standards have changed to reflect the new Codification structure beginning with this Form 10-Q for the quarter ended September 30, 2009.

Recognition and Presentation of Other-Than-Temporary Impairments

In April 2009, the FASB issued accounting guidance for the recognition and presentation of other-than-temporary impairments. This guidance amended the other-than-temporary guidance for debt securities and expanded the disclosure requirements for debt and equity securities. The available-for-sale investments in our nuclear decommissioning trust funds are managed by third parties who have independent discretion over the purchases and sales of securities. As such, the amended guidance for other-than-temporary impairments does not affect our policy of recognizing impairments for any of these investments for which fair value declines below its book value. This guidance also requires disclosures regarding available-for-sale securities in interim financial statements as well as in annual financial statements. We adopted this guidance as of April 1, 2009 and provide the additional disclosures regarding available for sale securities beginning on page 18.

Interim Disclosures about Fair Value of Financial Instruments

In April 2009, the FASB issued accounting guidance for interim disclosures about fair value of financial instruments. This guidance requires disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. We adopted this guidance as of April 1, 2009 with no effect on our, or BGE's financial results. We provide the disclosures regarding fair value of financial instruments on page 41.

Delay of Effective Date for Certain Fair Value Measurements

In February 2008, the FASB issued accounting guidance that delayed the effective date of adopting the accounting standard for fair value measurements for many nonfinancial assets and liabilities, including asset retirement obligations, long-lived assets, and goodwill, to fiscal years beginning after November 15, 2008. Prospectively, we will disclose subsequent measurements of nonfinancial assets and liabilities at fair value as part of our Fair Value Measurements footnote. We adopted this guidance on January 1, 2009 with no effect on our, or BGE's, financial results. See page 37 for our disclosures about fair value measurements.

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability have Significantly Decreased and Identifying Transactions That Are Not Orderly

In April 2009, the FASB issued accounting guidance for determining fair value when the volume and level of activity for the asset or liability have significantly decreased and for identifying transactions that are not orderly. The guidance provides for estimating fair value when the volume and level of activity for the asset or liability have decreased and assists in identifying circumstances that indicate a transaction is not orderly. Finally, the guidance expands the disclosure requirements for fair value measurements to include further disaggregation in the tabular disclosures. We adopted this guidance as of April 1, 2009 with no effect on our, or BGE's, financial results. See page 37 for our disclosures about fair value measurements.

Third Party Credit Enhancements

In September 2008, the FASB issued guidance on third party credit enhancements and clarified that an entity shall

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not include the effects of a third party credit enhancement in the fair value measurement of a liability. We adopted this guidance on January 1, 2009 and recorded a reduction in our derivative liability of approximately $4 million.

Related Party Transactions

BGE—Income Statement

BGE is obligated to provide market-based standard offer service to all of its electric customers for varying periods. Bidding to supply BGE's market-based standard offer service to electric customers will occur from time to time through a competitive bidding process approved by the Maryland PSC.

Our merchant energy business will supply a portion of BGE's market-based standard offer service obligation to electric customers through May 31, 2012.

The cost of BGE's purchased energy from nonregulated subsidiaries of Constellation Energy to meet its standard offer service obligation was as follows:

	Quarter Ended September 30,				Nine Months Ended September 30,

	2009		2008		2009		2008

	(In millions)
Purchased energy	$	155.9	$	175.6	$	502.7	$	632.9

In addition, Constellation Energy charges BGE for the costs of certain corporate functions. Certain costs are directly assigned to BGE. We allocate other corporate function costs based on a total percentage of expected use by BGE. We believe this method of allocation is reasonable and approximates the cost BGE would have incurred as an unaffiliated entity. Other nonregulated affiliates of BGE also charge BGE for the costs of certain services provided.

The following table presents the costs Constellation Energy charged to BGE in each period.

	Quarter Ended September 30,				Nine Months Ended September 30,

	2009		2008		2009		2008

	(In millions)
Charges to BGE	$	38.9	$	44.5	$	104.0	$	114.6

BGE—Balance Sheet

BGE participates in a cash pool under a Master Demand Note agreement with Constellation Energy. Under this arrangement, participating subsidiaries may invest in or borrow from the pool at market interest rates. Constellation Energy administers the pool and invests excess cash in short-term investments or issues commercial paper to manage consolidated cash requirements. Under this arrangement, BGE had invested $77.3 million at September 30, 2009 and $148.8 million at December 31, 2008.

BGE's Consolidated Balance Sheets include intercompany amounts related to BGE's purchases to meet its standard offer service obligation, BGE's gas purchases, BGE's charges to Constellation Energy and its nonregulated affiliates for certain services it provides them, Constellation Energy and its nonregulated affiliates' charges to BGE for certain services provided to BGE, and the participation of BGE's employees in the Constellation Energy defined benefit plans.

BGE will cease participation in the cash pool in accordance with the Maryland PSC's order approving our transaction with EDF.

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Item 2. Management's Discussion

Management's Discussion and Analysis of Financial Condition and Results of Operations

Introduction and Overview

Constellation Energy Group, Inc. (Constellation Energy) is an energy company that conducts its business through various subsidiaries including a merchant energy business and Baltimore Gas and Electric Company (BGE). We describe our operating segments in the Notes to Consolidated Financial Statements beginning on page 19.

This Quarterly Report on Form 10-Q is a combined report of Constellation Energy and BGE. References in this report to "we" and "our" are to Constellation Energy and its subsidiaries, collectively. References in this report to the "regulated business(es)" are to BGE. We discuss our business and strategy in more detail in Item 1—Business section of our 2008 Annual Report on Form 10-K and we discuss the risks affecting our business in Item 1A. Risk Factors section of our 2008 Annual Report on Form 10-K.

Our 2008 Annual Report on Form 10-K includes a detailed discussion of various items impacting our business, our results of operations, and our financial condition. These include:

•: Introduction and Overview section which provides a description of our business segments,
•: Strategy section,
•: Business Environment section, including how recent events, regulation, weather, and other factors affect our business, and
•: Critical Accounting Policies section.

Critical accounting policies are the accounting policies that are most important to the portrayal of our financial condition and results of operations and that require management's most difficult, subjective, or complex judgment. Our critical accounting policies include derivative accounting, evaluation of assets for impairment and other than temporary decline in value, and asset retirement obligations.

In this discussion and analysis, we explain the general financial condition and the results of operations for Constellation Energy and BGE including:

•: factors which affect our businesses,
•: our earnings and costs in the periods presented,
•: changes in earnings and costs between periods,
•: sources of earnings,
•: impact of these factors on our overall financial condition,
•: expected future expenditures for capital projects,
•: expected sources of cash for future capital expenditures, and
•: our net available liquidity and collateral requirements.

As you read this discussion and analysis, refer to our Consolidated Statements of Income (Loss) on page 3, which present the results of our operations for the quarters and nine months ended September 30, 2009 and 2008. We analyze and explain the differences between periods in the specific line items of the Consolidated Statements of Income (Loss).

We have organized our discussion and analysis as follows:

•: We describe changes to our business environment during the year.
•: We highlight significant events that occurred in 2009 that are important to understanding our results of operations and financial condition.
•: We review our results of operations beginning with an overview of our total company results, followed by a more detailed review of those results by operating segment.
•: We review our financial condition, addressing our sources and uses of cash, capital resources, commitments, and liquidity.
•: We conclude with a discussion of our exposure to various market risks.

Business Environment

Various factors affect our financial results. We discuss these factors in the Forward Looking Statements section on page 78 and in Item 1A. Risk Factors section of our 2008 Annual Report on Form 10-K. We discuss our market risks in the Risk Management section beginning on page 72.

The volatility of the financial, credit and global energy markets impacts our liquidity and collateral requirements as well as our credit risk. We discuss our liquidity and collateral requirements in the Financial Condition section and our customer (counterparty) credit and other risks in more detail in the Risk Management section.

In this section, we discuss in more detail events which have impacted our business during 2009.

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Federal Regulation

The United States Congress and the Commodity Futures Trading Commission are evaluating additional regulations for the derivatives markets, including position limits and eliminating hedge regulatory exemptions. We are unable to determine the final form any regulations may take, but such regulations could have a material effect on our business.

Maryland PSC Review of EDF Transaction

In June 2009, during Phase I of the EDF proceeding, the Maryland Public Service Commission (Maryland PSC) determined that EDF Group and related entities (EDF) would obtain the power to exercise substantial influence over the policies and actions of BGE under Constellation Energy's proposed transaction with EDF, and, therefore, that the Maryland PSC must review the transaction to determine that it is in the public interest with benefits and no harm to consumers.

Constellation Energy, BGE and EDF filed suit in the Baltimore City Circuit Court appealing the Maryland PSC's Phase I ruling that the Maryland PSC's review and approval was required for the EDF transaction. The Circuit Court dismissed the suit as premature, and Constellation Energy and BGE appealed the court's dismissal of the Phase I challenge to the Maryland Court of Special Appeals.

In Phase II of the EDF proceeding, EDF filed an application with the Maryland PSC in June 2009 and the Maryland PSC issued an order in Phase II on October 30, 2009. We discuss this Maryland PSC order and the EDF transaction in more detail in the Notes to Consolidated Financial Statements beginning on page 11.

Environmental Matters

Air Quality

Capital Expenditures

As discussed in our 2008 Annual Report on Form 10-K, we expect to incur additional environmental capital expenditures to comply with air quality laws and regulations. Based on updated information from vendors, we expect our estimated environmental capital requirements for these air quality projects to be approximately $345 million in 2009, $10 million in 2010, $20 million in 2011 and $30 million from 2012-2013.

Our estimates may change further as we implement our compliance plan. As discussed in our 2008 Annual Report on Form 10-K, our estimates of capital expenditures continue to be subject to significant uncertainties.

Global Climate Change

In September 2009, the Environmental Protection Agency proposed regulations to address greenhouse gas emissions under the Clean Air Act. The proposed regulations would require large facilities that emit at least 25,000 tons of greenhouse gases a year to obtain construction and operating permits covering these emissions. The proposed regulations would apply to many of our fossil fuel generating facilities. We are evaluating the potential impact of these regulations on our business should they be adopted. We could incur compliance costs that have a material impact on our financial results.

Accounting Standards Issued and Adopted

We discuss recently issued and adopted accounting standards in the Accounting Standards Issued and Accounting Standards Adopted sections of the Notes to Consolidated Financial Statements beginning on page 41.

Events of 2009

Acquisition

In July 2009, we acquired CLT Efficient Technologies Group (CLT), an energy services company. We discuss this acquisition in more detail in the Notes to Consolidated Financial Statements on page 16.

Divestitures

In January 2009, we entered into a definitive agreement to sell a majority of our international commodities operation. We completed this transaction in March 2009.

In February 2009, we entered into a definitive agreement to sell our gas trading operation. We transferred control of this operation in April 2009. Simultaneously, we entered into an agreement with the buyer of our Houston-based gas trading operation under which that company will provide us with the gas supply needed to support our retail gas customer supply business.

In June 2009, we completed the sale of a uranium market participant that provides marketing services to uranium producers, utilities and an investment fund in the North American and European markets.

In August 2009, we completed the sale of our equity investment in our shipping joint venture.

We discuss these divestitures and the gas supply agreement in more detail in the Notes to Consolidated Financial Statements beginning on page 16.

Merger Termination and Strategic Alternatives Costs

During the quarter and nine months ended September 30, 2009, we incurred merger termination and strategic alternatives costs related to the terminated merger with MidAmerican Energy Holdings Company (MidAmerican), the conversion of our Series A Preferred Stock, the transactions related to EDF, and other strategic alternatives costs. We discuss costs related to the mergers and strategic

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alternatives in more detail on page 12 in Notes to Consolidated Financial Statements.

Impairment Losses and Other Costs

During the quarter and nine months ended September 30, 2009, we recorded impairment losses and other costs on certain of our equity method investments, investments in equity securities and other assets. We discuss these charges in more detail in the Notes to Consolidated Financial Statements beginning on page 14.

Workforce Reduction Costs

During the nine months ended September 30, 2009, we incurred workforce reduction costs primarily related to the divestiture of a majority of our international commodities operation as well as some smaller restructurings elsewhere in our organization. We recognized an $11.6 million pre-tax charge in 2009 related to the elimination of approximately 180 positions. We expect all of these restructurings will be completed within 12 months from the program's initiation. We discuss our workforce reduction costs in more detail in the Notes to Consolidated Financial Statements beginning on page 15.

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Results of Operations for the Quarter and Nine Months Ended September 30, 2009 Compared with the Same Periods of 2008

In this section, we discuss our earnings and the factors affecting them. We begin with a general overview, then separately discuss earnings for our operating segments. Significant changes in other income and expense, fixed charges, and income taxes are discussed, as necessary, in the aggregate for all segments in the Consolidated Nonoperating Income and Expenses section on page 63.

Overview

Results

		Quarter Ended September 30,						Nine Months Ended September 30,

		2009			2008			2009			2008

		(In millions, after-tax)
Merchant energy		$	142.1		$	(246.0	)	$	(39.7	)	$	106.7
Regulated electric			42.3			34.3			109.8			(31.2	)
Regulated gas			(10.5	)		(11.5	)		22.9			26.4
Other nonregulated			(6.5	)		1.1			(17.0	)		0.4

Net Income (Loss)		$	167.4		$	(222.1	)	$	76.0		$	102.3

Net Income (Loss) attributable to common stock		$	137.6		$	(225.7	)	$	22.2		$	91.5

Change from prior year		$	363.3					$	(69.3	)

Other Items Included in Operations (after-tax)¹:
	International commodities operation and gas trading operation²	$	(62.9	)	$	—		$	(370.9	)	$	—
	Impairment losses and other costs		(9.0	)		(298.8	)		(85.4	)		(298.8	)
	Impairment of nuclear decommissioning trust assets		(19.7	)		(15.3	)		(49.5	)		(21.5	)
	Merger termination and strategic alternatives costs		(4.9	)		(37.3	)		(51.2	)		(37.3	)
	Accrual of Maryland settlement credit		—			—			—			(125.3	)
	BGE effective tax rate impact of Maryland settlement agreement		—			2.0			—			10.7
	Emission allowance write-down, net		—			(22.8	)		—			(36.2	)
	Non-qualifying hedges		—			12.0			—			(57.3	)
	Workforce reduction costs		(1.6	)		(1.6	)		(7.0	)		(1.6	)
	Credit facility amendment fees		(8.2	)		—			(17.1	)		—

Total Other Items		$	(106.3	)	$	(361.8	)	$	(581.1	)	$	(567.3	)

Change from prior year		$	255.5					$	(13.8	)

1 Amounts for the quarter ended September 30, 2009 include income tax adjustments relating to activity during the quarters ended March 31, 2009 and June 30, 2009 based on updated estimates of our 2009 annual effective tax rate.

2 These amounts include the losses on the sales of the international commodities and gas trading operations, the reclassification of losses on previously designated cash-flow hedges from Accumulated Other Comprehensive Loss because the forecasted transactions are probable of not occurring, and earnings that are no longer part of our core business. The impairment losses and other costs and workforce reduction costs line items also include amounts related to the operations we divested. Third quarter of 2009 activity is primarily due to the income tax adjustments referenced above.

Quarter and Nine Months Ended September 30, 2009

Our total net income attributable to common stock for the quarter ended September 30, 2009 exceeded the net loss attributable to common stock for the quarter ended September 30, 2008 and the net income attributable to common stock for the nine months ended September 30, 2009 decreased from the net income attributable to common stock for the nine months ended September 30, 2008 primarily due to the following:

	Quarter Ended September 30,			Nine Months Ended September 30,

	2009 vs. 2008

	(In millions, after-tax)
Generation gross margin	$	(11	)	$	62
Customer supply gross margin		(8	)		4
Global Commodities gross margin		169			(232	)
Hedge ineffectiveness		4			100
Absence of sale of upstream gas assets		—			(55	)
Absence of credit loss—coal supplier bankruptcy		—			33
Merchant interest expense		(24	)		(77	)
Regulated businesses, primarily related to absence of Maryland settlement agreement credit		9			137
Other nonregulated businesses		(8	)		(17	)
Total change in Other Items included in operations per Overview—Results table		256			(14	)
All other changes		(24	)		(10	)

Total Change	$	363		$	(69	)

In the following sections, we discuss our net income by business segment in greater detail.

Merchant Energy Business

Background

Our merchant energy business is a competitive provider of energy solutions for various customers. We discuss the impact of deregulation on our merchant energy business in Item 1. Business—Competition section of our 2008 Annual Report on Form 10-K.

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Our merchant energy business focuses on delivery of physical, customer-oriented products to producers and consumers, manages the risk and optimizes the value of our owned generation assets and customer supply activities, and uses our portfolio management and trading capabilities both to manage risk and to deploy risk capital.

Earlier this year, we outlined various strategic initiatives for our Global Commodities operation. We discuss our strategy in more detail in the Strategy section of our 2008 Annual Report on Form 10-K. As of the end of the third quarter of 2009, these initiatives are substantially complete.

While we have completed the sale of a majority of our international commodities operation, our gas trading operation, certain other trading operations, and a uranium market participant, the execution of our strategy in the future will be affected by continued uncertainty in global financial, credit, and commodities markets. Execution of our goals could have a substantial effect on the nature and mix of our business activities. In particular, the EDF transaction results in the deconsolidation of our subsidiary that owns our nuclear generation assets. In turn, this could affect our financial position, results of operations, and cash flows in material amounts, and these amounts could vary substantially from historical results. We discuss our asset and operation divestitures in more detail in the Notes to Consolidated Financial Statements beginning on page 16.

We record merchant energy revenues and expenses in our financial results in different periods depending upon which portion of our business they affect and based on the associated accounting policies. We discuss our revenue recognition policies in the Critical Accounting Policies section and in Note 1 of our 2008 Annual Report on Form 10-K.

As part of managing our total portfolio risk, we use economic value at risk. We view economic value at risk as the most comprehensive measure of our exposure to changing commodity prices. This metric measures the risk in our total portfolio, encompassing all aspects of our merchant energy business. We also use daily value at risk and stop loss limits and liquidity guidelines to restrict the level of risk in our portfolio.

Our Global Commodities operation actively transacts in energy and energy-related commodities in order to manage our portfolio of energy purchases and sales to customers through structured transactions. As part of these activities, we trade energy and energy-related commodities and deploy risk capital in the management of our portfolio in order to earn returns.

We discuss the impact of our economic value at risk and value at risk in more detail in the Mark-to-Market and Risk Management sections.

Results

		Quarter Ended September 30,						Nine Months Ended September 30,

		2009			2008			2009			2008

		(In millions)
Revenues		$	3,258.0		$	4,492.6		$	9,738.5		$	12,719.7
Fuel and purchased energy expenses			(2,268.7	)		(3,843.0	)		(7,285.3	)		(10,371.1	)
Operating expenses			(396.8	)		(322.0	)		(1,214.0	)		(1,298.0	)
Merger termination and strategic alternatives costs			(4.9	)		(27.2	)		(51.2	)		(27.2	)
Impairment losses and other costs			(7.5	)		(477.1	)		(96.6	)		(477.1	)
Workforce reduction costs			(0.4	)		(2.2	)		(11.6	)		(2.2	)
Depreciation, depletion, and amortization			(69.7	)		(68.6	)		(198.3	)		(207.8	)
Accretion of asset retirement obligations			(18.5	)		(17.2	)		(54.6	)		(50.8	)
Taxes other than income taxes			(29.2	)		(35.8	)		(85.3	)		(94.0	)
Net (loss) gain on divestitures			(0.3	)		—			(464.4	)		91.5

Income (Loss) from Operations		$	462.0		$	(300.5	)	$	277.2		$	283.0

Net Income (Loss)		$	142.1		$	(246.0	)	$	(39.7	)	$	106.7

Net Income (Loss) attributable to common stock		$	116.0		$	(246.0	)	$	(83.1	)	$	105.9

Other Items Included in Operations (after-tax)¹:
	International commodities operation and gas trading operation²	$	(62.9	)	$	—		$	(370.9	)	$	—
	Impairment losses and other costs		(8.2	)		(298.8	)		(81.5	)		(298.8	)
	Impairment of nuclear decommissioning trust assets		(19.7	)		(15.3	)		(49.5	)		(21.5	)
	Merger termination and strategic alternatives costs		(4.9	)		(25.8	)		(51.2	)		(25.8	)
	Emission allowance write-down, net		—			(22.8	)		—			(36.2	)
	Non-qualifying hedges		—			12.0			—			(57.3	)
	Workforce reduction costs		(1.6	)		(1.6	)		(7.0	)		(1.6	)
	Credit facility amendment fees		(8.2	)		—			(17.1	)		—

Total Other Items		$	(105.5	)	$	(352.3	)	$	(577.2	)	$	(441.2	)

Above amounts include intercompany transactions eliminated in our Consolidated Financial Statements. The Information by Operating Segment section within the Notes to Consolidated Financial Statements on page 20 provides a reconciliation of operating results by segment to our Consolidated Financial Statements.

Revenues and Fuel and Purchased Energy Expenses

Our merchant energy business manages the revenues we realize from the sale of energy and energy-related products to our customers and our costs of procuring fuel and energy. The difference between revenues and fuel and

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purchased energy expenses, including all direct expenses, represents the gross margin of our merchant energy business, and this measure is a useful tool for assessing the profitability of our merchant energy business. Accordingly, we believe it is appropriate to discuss the operating results of o