Good morning and welcome to the Constellation Energy Group’s second quarter 2009 earnings conference call. (Operator Instructions) I will now turn the meeting over to the Executive Director of Investor Relations for Constellation Energy, Mr. Carim Khouzami. Sir, you may begin.

Thank you. Welcome to our second quarter earnings call. We appreciate you being with us this morning. On slide 2, before we begin our presentation, let me remind you that our comments today will include forward-looking statements, which are subject to certain risks and uncertainties. For a complete discussion of these risks, we encourage you to read our documents on file with the SEC. Our presentation today is being webcast and the slides are available on our website, which you can access at www.constellation.com under Investor Relations. On slide 3, you will notice we will use non-GAAP financial measures in this presentation to help you understand our operating performance. We’ve attached an appendix to these charts on the website, reconciling non-GAAP measures to GAAP measures. With that, I would like to turn the time over to Mayo Shattuck, Chairman, President and CEO of Constellation Energy.

Thank you, Carim. Good morning everyone and thank you for joining us today. On behalf of all of our employees, I’m proud to say that Constellation is delivering on our stated objectives. Let me take a moment to detail some of the highlights for quarter. This morning, we announce second quarter adjusted earnings of $1.08 per share, underpinned by strong results from each of our core businesses, merchant energy and BGE. Given the operating performance of these businesses during the first half of the year, combined with the outlook for the balance of the year, we are rising guidance for 2009 to a range of $3.10 to $3.30 per share. Our nuclear generation fleet continued its record of exceptional operating performance during the second quarter with the planned one year capability factor of 95%, exceeding the industry average of approximately 91%. During the quarter, our nine mile point unit one completed its scheduled refueling outage in just under ten days; the shortest duration ever for the unit, beating the previous best by ten days. Meanwhile in 2009, our non-nuclear generation fleet is performing well with better than expected reliability and cost control. Our major non-nuclear projects, the construction of our Hilleby plant and the Brandon Shores unit one scrubber remain on scheduled to come online by the end of 2009. We are seeing strong margins in our wholesale and retail load businesses, in our earning attractive risk adjusted returns. Across the country demand destruction from weaker industrial and economic conditions, coupled in-part with milder weather is negatively impacting many suppliers. Demand destruction has been higher than we forecasted at the beginning of the year, but this has had only a modest impact on our financial results. Back in February, we outlined strategic initiatives for de-risking our company. As of the…

Thank you Mayo and good morning everyone. Turning to slide thirteen, I’ll review our financials for the second quarter of 2009. As Mayo mentioned, second quarter adjusted earnings were $1.08 per share. Adjusting for $1.04 per share of special items realized during the quarter, our second quarter GAAP results were $0.04 per share. I will speak in more detail on these special items on the next slide. BGE recorded adjusted earnings of $0.06 per share for the second quarter, as compared to $0.09 for the same quarter in 2008. Our demand decreased in our territory due to mild weather and a weak economy. Decoupling helped to inflate earnings from this impact. During the quarter, PSD ordered 9175, limited our ability to terminate service to residential customers. They were in arrears and required the BGE offer extended payment plans under certain conditions to these customers. This led to an increased credit reserves to account for a higher perspective customer default rate on these extended payment plans. Our merchant segment recorded adjusted earnings of $1.03 per share, down $0.71 as compared to the second quarter of 2008. This decline was primarily driven by the loss of earnings associated with our decision to reduce our trading activities and the vast business lines as a part of our de-risking activities. This resulted in approximately $0.79 of lower earnings in the second quarter of 2009 as compared to 2008. Offsetting this negative impact, were positive contributions from our generation operation. Our generation business was $0.43 higher, driven by $0.18 of improvement from higher margins and $0.25 of improvement from the year-over-year impact of outages. Additionally, customer supply was essentially flat as compared to the second quarter of 2008, with lower operating cost and earnings from the sale of wholesale contracts offsetting reduced wholesale volumes. As…

(Operator Instructions) Your first question comes from Paul Fremont - Jefferies & Co. Paul Fremont - Jefferies & Co.: Yes, I just want to get a better understanding on the generation side. When you talk about $0.18 of higher margin, is that inclusive of the $0.10 that you realized through the sale of the wholesale contract?

Paul, the $0.10 would actually show up, that’s in our competitive supply business. The generation is driven by the roll off of lower priced hedges, and rolling into higher priced hedges. Paul Fremont - Jefferies & Co.: Okay. Yes, because I was going to say, on the generation side, I mean you’re 100% hedged for the year. So the only difference is the timing of what prices look like on a quarter-over-quarter basis. So should we expect that the hedge price comparison on the generation side will look less favorable in the third and the fourth quarter to get to sort of your annual number, which is more flattish on the generation side?

No, the comparison is really a Q2 2008 versus Q2 2009 comparison, that’s what’s driving the improvement. Our guidance contemplates that the roll off of hedges in quarters three and four would also incorporate the benefit of the roll off of hedges. Paul Fremont - Jefferies & Co.: One other question just relating to the proceeding at the commission; are there ongoing conversations between the company right now and other parties in the state looking to settle the proceeding, and in terms of timing, would that be easier to arrive at a settlement before the parties file their initial positions?

Paul, this is Mayo. I think what we have explained is that we are pursuing multiple paths, and the three week delay in the PSD process that was announced yesterday was disappointing, but doesn’t really alter the substance of the expectation that we expect to get a ruling now sometime in mid October, that would give an order presumably with, you know, covering as many things as the PSD would be addressing during these hearings. Parallel to that, we’ve expressed our continued interest settlement discussion. There has been some sort of public back and forth of letters as you have seen. We are not going to get deeply into how that’s going at this point, other than our continued interest in seeing whether that process could actually result in something that would preemptively get this deal done before the October timeframe. Then lastly, there is obviously a need to protect our own legal recourse here, so there is a process with respect to the course, to make sure that we have some recourse, challenging the whole concept of having the PSD review this transaction. As I think you will recall, that when the company had to make a decision last year about whether the EDF transaction was in fact superior to the Mid American transaction, obviously, one of the key aspects to that was whether we could potentially realize more value for shareholders, and we obviously came to that conclusion. Another aspect of that whole decision process was, which transaction might get closed easier. We made the judgment at the time that because it was our strong view that the EDF transaction was protected under the settlement agreement and the safe harbor from last year. That was going to be easier to get the EDF transaction completed. Then it would have been a complete merger with mid MidAmerican. So, we made that judgment call. We still believe very much that that was the right legal analysis of our position and so, we are holding out that third course which is to preserve our legal option as well.

Paul, this is Jack. Just to clarify, I misspoke earlier; I was thinking of our perspective format as opposed to our current format. The sale of wholesale contracts actually shows up on slide 19 as within our commodities business, not our customer supply business. That business is flat year-over-year roughly.

Your next question comes from Greg Gordon - Morgan Stanley.

Can you explain to me how the hedge conveyance works again, and in the context of the fact that commodity prices have fallen quite dramatically. If I look at the last disclosure on the value of the hedges versus the current disclosure on the value of the hedges, they basically look like they have gone from being pretty valuable to being close to end of money. So, that $700 million conveyance to the JB, was that an absolute dollar amount that was sort of contractually agreed to at the time or is that an amount that will fluctuate with commodity prices?

Yes Greg, that’s a good question, and I do want to make sure that everyone understands that. The $700 million is a value transfer and an absolute value transfer that doesn’t change, because of price swings since the signing of the deal. So what Jack has, and I will have Jack expand on this, is describe that, although it was early on described in the notion of negative hedges and trying to convey those hedges. The other methodology that has developed in our discussions with EDF and is the more likely outcome is simply the construction of a below market PPA in order to achieve the $700 million in NPD. So, either way the value is there. Jack, do you want to expand on that?

Sure. So Greg, I think you are referring to on slide 24 which show the generation outlook and on a quarter-over-quarter basis to your point, prices have declined. We have seen a roughly $200 plus million swing in value in those hedges that were out of the money moving to either bank or in the money and that benefit has accrued to our shareholders. As Mayo discussed, the PPA that is a value transfer, we had been previously showing this as potentially occurring in the balance of 2009, happening in 2010, and then the balance of that occurring in 2011 and beyond. The nature of the PPA discussions that we’re finalized with EDF would transfer or realize that value in 2010 and 2011 primarily, and that would take the form of a PPA that would be locked in right before the close of the transaction.

Your next question comes from Angie Storozynski - Macquarie Capital.

I have another question about hedges. Could you explain to me what’s happening with 2011 and 2012 hedges for nuclear plants, since the first quarter of ‘09? It seems like the percentage has dropped quite a bit especially for ‘11 with some change in prices. I mean we were 100% hedged for instance for Calvert Cliff in ‘11. Now it seems like 62%. How can you explain that?

With respect to the hedging profile in ‘11 and beyond, we were more highly hedged. During the balance of the second quarter we took steps to become in effect less hedged to buy back some of the positions that we have taken; in effect lock in the perspective value we saw as our prices declined dramatically during the quarter. Prospectively we would look forward to using our retail and wholesale customer supply businesses to hedge those generation positions as auctions or retail business occurred on a 18 or 36 month basis.

Okay. Now, you are saying that the competitive supply business is largely flat, while we are hearing from other companies in similar businesses, that we are seeing a margin expansion. Well from my perspective that should be anticipated, given the fact that the counter cyclical business, and we should see some margin expansion, so why aren’t we seeing it with you guys?

I think it’s fair to say, and we try to bring the counter rebelling forces into focus in Mayo section. We are seeing significant demand destruction throughout the economy. In the majority of regions, Texas is the only region where we are not seeing it. So absolutely, we are seeing higher margins, but unfortunately our customers are consuming less volume. So on a year-over-year basis, our margins have expanded, those expanded margins have really offset to a large degree the demand destruction we have seen. Kathy do you want to, sorry…

I would like to add something. Andrea, I think the other point is that we have very consciously looked at mix of our business in the customer supply and where we are making sure that we are offering products and serving customers, where we can make an appropriate return. So in this whole process as well, we have consciously shrunk some of our volume from some products and/or customers where we just don’t feel that we can make the appropriate return in this market place.

Okay, that’s great. Now the last question is for global commodities, the $174 million of gross margin, I understand that that’s the wholesale contract that you guys sold. Going forward, should we assume that this business is basically up zero gross margin and it’s like a one-off transaction?

With respect to global commodities, this business is our structure products business, it’s our wholesale and mid marketing activities and these are activities that we have been in for the last roughly ten years. These are activities that we will remain in. They are more aligned with our shift to generating and selling power to customers, be they utilities or be they retail and industrial or commercial industrial customers. In the prospective shift that we’ll see as we adjust our segments in 2010 and beyond, this business we’re really being encompassed into the customer supply business. So I guess the answer to your question, no, the business won’t go to zero. What I’d pointed you to is the $338 million reduction, the overall size of that business, and that’s really the shift in business model. That’s where you’re seeing the fact that in 2008 we had $279 million of earnings or gross margin contribution from trading. In the second quarter of 2009, that was actually a modest loss of $6 million related to those activities as we were optimizing the portfolio and divesting some of the legacy position. So, that’s really where you’ll see the significant shift in business model impact the earnings prospectively.

Perfect. Just the last question; I’m struggling to understand why you guys would be even willing to sit down and negotiate with Maryland, having given the company and the State already; well the State close to with $200 million, when the Maryland was going to market. I understand that there is that put option of your co-plans, there is a carbon legislation in the works. Maybe you are actually better off keeping the nuclear plant and not letting the State holding the hostage. While shareholders are getting anxious, there is clearly more value in the long run to keep these nuclear plants at Constellation, granted that credit agencies would probably get nervous initially, but in the long run aren’t we better off just with exercising the put option and letting the nuclear deal expire?

Well, I’ve heard that thesis before, and I think that we have very strongly taken a position that we’d like to get this transaction completed. We think that it is very important to our long-term business model and nuclear. It’s clearly to the great advantage of Maryland and Maryland customers, and it allows us to work with a strategic partner that has a lot of capital in a world that is going to require a lot of capital, to do lots and lots of things, to meet some of the challenges that you have alluded to in climate and so forth. So, we have expressed our strong support. I believe EDF is equally as strong in their determination to get the transaction done. It is however as you suggested, not a transaction that, you know, can be done at all costs. It doesn’t need to be and it shouldn’t be, and I think that there are some aspects that are dandied around with respect to settlement ideas and so forth that are really contrary to the maintenance of the right policies and the right relationship between what the PSE is responsible for and what a merchant company can do. As an example, the notion of putting a lot of capital out to work without having any recovery through rates is such a fundamental violation of a tenant in a regulated world, that it is just simply unacceptable. There are things like that, that really can’t be part of any final ruling from the PSD and we wouldn’t expect them to be. On the other hand, we did feel that when we made the choice to move from MidAmerican to EDF, that the right thing to do in this sort of politically charged environment was to match the offer that MidAmerican…

(Operator Instructions) Your next question comes from David Frank - Catapult.

Mayo, I had a couple more questions on the People’s Republic of Maryland. I guess yesterday the EDF CEO said he would expect the approval to JV by the end of the year. So, was he just speaking off the cuff, was he hinting there could be further delays that this process is just never as simple as we think or do you have any indication that there would be further delays?

David, my understanding is that he was misquoted that he actually said by the end of the third quarter. Now at the time that he actually said that, he also didn’t know that PSE was just extending the ruling by three weeks. So I’m pretty sure that what he said was the end of the third quarter, and that he was not at that point aware and we will go back and check on that, but I’m pretty sure that that’s the case and of course as of yesterday, it got extended by three weeks.

Then I know we’ve also been hearing some noise in some of the trade rags that the legislature is looking at re-regulation again. I mean I thought we had already gone through this, but is this just noise to try to get more concessions from approval to JV. I mean do you really expect them, the legislature to attempt to pass some kind of new laws in the next session, do you have some insight into this?

Well I do actually, sort of independent of the EDF transaction, I do expect the State to continue its assessment of de-regulation and re-regulation, and that could go on for you know, quite a few years, honestly. Now I think that we feel very strongly. It was a source of some of my remarks earlier that, boy, it would be grabbing the feet from the jaws of victory to be pushing this forward at this point in time. I mean the evidences now in that the competitive markets are working, these auction results are lowering cost to consumers in different states. We have in earlier sessions cited many, many studies about the potential benefits of competitive markets and of course those get drowned out by this massive increase in commodity prices over the last three or four years across the globe. It’s very tough to make people feel good about competitive markets when the fuel inputs are going up by 300%. So, I think the good news for us is that the debate around re-regulation has to be a more reasoned one in this kind of environment, because there is a lot of evidence that shows that the markets are working, we are seeing rates come down. Obviously there is new news with respect to not only just demand destruction and where the reserve margins are, but also how people are using energy and how they are changing their behavior in response to efficiency in conservation enough to say, real time pricing type of endeavors; so that the demand side is really being addressed also by technology innovation, new programs that are being seen in both the regulated and the deregulated side, I mean all of that’s pretty exciting. So, if you are a legislature and said, “Do I want to disrupt this incredible momentum that actually is having the effect of reducing peak demand through multiple measures, that’s encouraging, renewables and energy efficiency, that could lead to the development of a new nuclear plant in Maryland?” All of these things are fabulously good news for right pairs over long period of time. So if you are looking at sort of the simplistic argument that we heard last year about should BGE build a peaker, I think that BGE has found many more efficient ways to get at the issue of reducing the peak than having a peaker in its portfolio. I hope that as more evidence comes in, and there are actually very good forums right now in the State of Maryland, the Department of Energy of Maryland is a very productive forum under way with respect to dealing with these issues. So, I think that there is going to be a more reasoned debate about this in the next 12 months, but you have to expect that that debate will take place.

Your next question comes from Paul Patterson - Glenrock Associates.

Slide 20, the cash flow slide. There are two items here; the derivative contract classified as financing activities under FAS 149 and the contract and portfolio acquisition of about $1.3 billion, and of course it seems to be a proceed as well in the financing activity. Could you just explain what is driving the activity there? What those two things represent?

Sure. So, with respect to the derivative contracts classified as financing under the FAS 149, as you recall last year, we had a very positive second quarter of market-to-market contribution from trading activities, but that was non cash earnings. That’s really the realization of those cash gains this year. As you’ll recall earlier, we have been speaking to how the realization of those cash earnings will help both liquidity as well as our balance sheet posture for the balance of 2009.

Right, but it also comes out under financing activity.

So, with respect to investing and financing activities, as you might recall from the Q in the first quarter, its part of the gross up associated with the divestures of our London and Houston businesses where we entered into effectively total return swaps. So what that has, the impact of showing in the money contracts, for example, cash paid, it shows up as an investing outflow and out of the money contracts are cash proceed, it shows up as a financing inflow. On a net basis really it’s kind of a wash, but because of the accounting treatment that requires the gross up of those respective activities, it adds to some large numbers in our cash flow statement that effectively cancel each other out.

Okay. So you guys did not acquire $1.30 billion with the contract this quarter, is that correct?

Consistent with the de-risking activities that we cited as being substantially complete, that would be a fair statement.

Okay. Then in terms of just to review this, you guys got $0.10 by selling wholesale contracts that were in the money and that was acceleration, how much again from 2010, you went through it. Unfortunately, I didn’t get it down quick enough?

No, that’s quite all right, there is obviously a lot of numbers in the presentation. In effect what we did is, we brought forward earnings, accrual earnings that would have occurred in the balance of Q3 and Q4, this was related to a utility contract that we had. The primary motivation was they brought in approximately $200 million of liquidity that we could in turn redeploy or reallocate to higher margin activities on the retail side. The impact of the sale was $0.10; $0.05 was an actual gain. From the sale of $0.05 was the pulling forward of earnings from 2010 and given the margins that we are seeing in the retail business as we redeploy the $200 million or so that we brought in and we redeployed that, we’d expect the redeployment to be neutral to positive contributor to 2010 earning.

Your final question comes from Chip Moore - Canaccord Adams.

With regards to the proposed Smart Grid plan of DG&A, I was wondering if you could talk about the expected timeline there on the regulatory side. Then also if you could discuss the timeline for you to get comfortable with technology, thanks?

The timeline that we have proposed to the commission was to get a decision from them in time for the DOE grant to be made, which is in early October. The commission has heard our proposal this week at their admin meeting and they indicated they would issue a schedule to us, but we have not gotten that yet, but we have clearly made a pipe linkage to the ability to get access to the DOE funding, which we think is incredibly beneficial. So I think we have a compelling case that the commission should move promptly to review this. I think from a technology standpoint, we are actually very comfortable based on the pilot that we ran last year and the evaluation of how the market is developing. We actually think that technology is moving along quite nicely and we are ready to go. We think that the solution that we’ll deploy will be long-lasting, and it will have the ability to give us lots of future potential, not only in terms of the immediate opportunities here, but also for the interface into the home.

Well, thank you all very much. We are pleased to present the quarter to you today and we’ll look forward to talking to you again in three months. Thank you all.

This concludes today’s conference. You may disconnect at this time. Thank you.