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

Thank you and welcome to our third quarter 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 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. Let me start by saying the company performed well in the third quarter, reporting adjusted earnings of $1.23 per share. Both the regulated and non-regulated businesses posted strong results. We also incurred lower than forecasted de-risking costs. Given the performance thus far in 2009 and our outlook for the balance of the year, we are increasing our guidance range for 2009 by $0.15 to $3.25 to $3.45 per share. The increase in guidance can be attributed to lower generation operating expenses, higher retail margins and lower than forecasted wholesale customer attrition in our customer supply business. Let me now review some of the highlights for the quarter. Our nuclear generation fleet continued to operate safely and efficiently during the third quarter. Last quarter we announced that we had scheduled or completed a scheduled refueling outage at our Nine Mile Point Unit One in just under 20 days, the shortest duration ever for the unit, beating the previous best by 10 days. In October, we broke another plant record by completing a scheduled refueling outage at our Ganet plant in about the same time. Our non-nuclear generation fleet is operating with better-than-expected reliability and cost control. Thus far in 2009, reliability across our non-nuclear fleet is more than 90%. We have worked hard to control costs, both for our existing fleet as well as for our major capital projects. I am pleased to report that the construction of our combined cycle plant in Alabama and our scrubber project at our Brandon Shores facility continue to remain on schedule and within our expected budget. In our customer supply operations, we continue to benefit from strong margins on new business. The current energy price environment and reduced competition have provided…

Thank you, Mayo and good morning, everyone. Turning to slide 9, I’ll review our financials for the third quarter of 2009. As Mayo mentioned, third quarter adjusted earnings were $1.23 per share. Adjusting for $0.54 of special items realized during the quarter, our third quarter GAAP results were $0.69 per share. Special items for the quarter are primarily related to a reduction in the tax benefits recorded during the first half of the year as we update 2009 tax expense estimates. We describe these special items in the additional modeling section on slide 16. BGE recorded adjusted earnings of $0.14 per share during the third quarter, as compared to $0.16 for the same quarter in 2008, with a decline driven by share dilution. Our merchant segment recorded adjusted earnings of $1.10 per share, up $0.51 as compared to the third quarter of 2008. It’s important to recognize that year over year, quarterly results in this segment are difficult to compare. In the third quarter of 2008, we realized significant losses while exiting long power positions to reduce risk and bolster liquidity. This compares to our modest de-risking efforts in a less volatile market environment in this year’s third quarter. On a year-over-year basis, these very different activities and objectives drove approximately $0.95 of variance. Other notable contributors of the negative year-over-year impacts in our merchant business included share dilution and interest expense. These factors contributed a year-over-year variance of $0.24. As for our core merchant businesses, year-over-year our customer supply operation was down $0.17 as lower volumes were offset in part by higher margins on new business. Costs associated with a planned outage at our Ganet plant during the third quarter of 2009 led to our generation operations being down $0.03 year over year. Turning to slide 10 to review…

So before turning the call over to questions, let me just give you a few thoughts. In February, we announced that 2009 would be a transitional year for Constellation. We laid out specific objectives that we believed would de-risk and strengthen our company. Approximately nine months later, we have completed these initiatives in less time and with less cost than originally forecast, navigated a challenging political environment while keeping our eye effectively on our operations. Our employees led by this management team have done an excellent job carrying out this work and have positioned Constellation for renewed growth. Our nuclear joint venture is right for all stakeholders, including our shareholders, our employees, and the citizens of Maryland. While we have taken the necessary steps to ensure that our company is resilient to an adverse or unreasonable decision, we are committed to working constructively with a broad range of public officials and private stakeholders who showed support for our transaction. We are all united in the quest to make Maryland a more desirable and reliable place to do business and sustain and create jobs. And with that, I would like to open the call to questions. Operator.

(Operator Instructions) Your first question comes from Angie Storozynski with Macquarie Capital.

I was just wondering, maybe the first question about your hedges, the slight 21, seems like the hedges for your New York nuclear plant are down for 11 and 12 percentage wise. Does that have anything to do with the nuclear joint venture or is it just opportunistic removal of lower priced hedges and in some way your view of the market in New York?

I think with respect to the lower hedge profile, we have been preparing for the close of the EDF transaction and positioning the portfolio to transition in effect our assets or half of our portfolio to the EDF shareholders.

Okay, and then the purchases of power plants to align your load and generation and [inaudible] and then [Miso] you mentioned, is it contingent on the closing of the EDF transaction? I mean, I don’t want to speculate but what if the PSC comes back and basically decides that the -- or you guys decide that conditions for the transaction are unacceptable. Does that mean that you wouldn’t go forward with any purchases of those plants going forward?

No, the comment really was a comment on our intermediate and long-term strategy to match our load with more physical generation, so that strategy would continue regardless.

Just to add to that, I think it is really more the financing component of that. With the close of the EDF transaction, we’d expect to have roughly $1 billion to reinvest, to support this strategy. In the event of the transaction not moving forward, we would use equity to finance such acquisitions with a balance of debt appropriate to the desired [MS credit rating].

But we should assume that then the purchases would be then only if such purchases would not be dilutive to your earnings, is that correct?

That would be the --

Assuming that equity would be used.

That would be the intent. I think we’d focus on turning on earning attractive returns first and foremost.

Thank you.

Your next question, Gregg Orrill, Barclays.

I was wondering if you could just touch on a couple of the one-timers in the quarter, what was it that you divested around the $0.31 of expenses that you backed out?

Sure, Gregg. On slide 16, we detail the special items and there will be a more fulsome discussion in the quarter. But the divested businesses, this is primarily related to [novations] of contracts supporting previously announced transactions. As you might recall, we at the time in our divestiture of our gas trading operations to Macquarrie and our international trading operations to Goldman Sachs, had entered into effectively nearer hedges which lock the value. The accounting impact of [novating] the underlying contracts in that business as that has occurred throughout the year results in accounting either earnings or losses as we [novate] those and we have stripped those out of operating earnings for the year.

And at this point, does it seem like we are done with the [novations]?

We still have a number of [novations] left to do. I would say the volume of them is greatly reduced but we would expect those novations to continue throughout the balance of the year.

Of 2009? Okay.

The other item is on -- obviously we have been trimming out the effective tax rate on our impairment charges as well, as the business has performed throughout the year.

Thanks, Jack.

Steve Fleischman, Merrill Lynch.

I just wanted -- I was looking at slide 20 on the generation earnings outlook, the open EBITDA. It looks like versus the end of the second quarter, your unhedged EBITDA and hedged EBITDA for 11 and 12 have come down pretty substantially. Is that all just lower power prices or has anything else changed in that analysis -- just the curves being lower?

That’s correct. Primarily if you looked at the energy revenue that’s expected on the unhedged margin, that’s come down roughly $275 million from what we showed you in the second quarter in 2009. It’s roughly $200 million in 2010 and really stays around $200 million lower throughout the balance of 11 and 12.

Okay, and then secondly on the retail business, could you give us a little more color on the margins of new contracts that you are signing versus the margins of -- you know, that you have in existing contracts? And just comment, maybe the flow through of the margins for the whole business as existing contracts roll off and new ones come on, how they interact.

Let me have Kathy Hyle make a stab at that.

So in the retail power business, we’ve originated business in the quarter with margins of about $7.25. That’s a little bit higher than what you saw maybe last quarter, less than Q1 but certainly significantly higher than you would have seen last year, for example and I think in one of the appendix charts, you can see some history of margins and volumes on the origination side. On average, our retail power customers have a term of 18 to 24 months, so you will certainly -- we certainly have some of the lower margin businesses that were originated a year ago or so that is still in our mix but you will see that percentage start to wind down over the upcoming quarters. And the retail gas business, our margins are holding at around $0.22. We’ve kind of seen a range of $0.22 to $0.25 over the past little while and we feel very good about that.

And then how about volumes, because you mentioned this quarter volumes were down -- should volumes start stabilizing or going up?

You know, we think so. Now let me just back up and remind you that as we entered this year, we took a very hard look at our entire business and really looking at the types of customers and the locations and where we were selling and so we have consciously contracted some of our business as we went into this year because we want to make sure that we -- the core business that we have is at an attractive return. And in addition, we certainly have seen as Mayo pointed out in his section some demand destruction in the year, so we’ve had a combination of the quarter of demand destruction as well as cooler weather in all markets, except for Texas. As you look at where we are from a demand destruction standpoint, you know, we actively monitor and adjust our load forecast based on activity that we are seeing from our customers as well as our economic view and our weather view. And beginning late last year, we made several downward adjustments to our forecast and adjusted our hedges and it’s with these mitigating actions that resulted in some demand destruction impact for the quarter but not as severe as it would have been had we not taken those actions. I think in general as we look out for 2010 over ’09, we’re not seeing significant volume increases but with respect to the demand destruction, we are -- we need to wait and see how the economy plays out but we are optimistic that we could be starting to see some bottom.

Thank you.

Paul Patterson, Glenrock Associates.

Just a quick few follow-ups -- first of all, I think Angie was asking about the -- you guys indicated that you were unwinding some hedges in future years and did that have an impact in the quarter?

No, in terms of the way it is accounted for under hedge accounting, we would -- we in effect de-designate hedges and so that does not impact the quarter.

Okay. And then when I look at slide 15 for the merchant business, it seems that global commodity seems to be the big driver there. But I didn’t see much of a discussion of that in the actual press release. Am I reading this correctly? I mean, that seems to be the big margin driver, am I right?

What I would say here, Paul, is with respect to global commodities, certainly on a year-over-year basis it is a significant driver in part because we had $210 million of trading losses in Q3 of 2008, so obviously nothing of that ilk to report this year, thankfully. And the reality of the trading losses was that it was a conscious decision to de-risk and was a prudent step given what happened to prices prospectively from there forward. With respect to global commodities in this quarter, I’d say a significant driver of the profitability was the what we refer to as portfolio management. In terms of managing the margins within our customer supply business, as you know on a prospective basis, we are moving to a new reporting framework in 2010 and the manner in which we will report the margins on customer supply will be on an as-priced and an as-realized basis. And this is really driving some of the higher realized margins on existing business to protect and insulate the margins against both demand destruction as well as attrition.

Okay, and then on slide 17, the cash flow slide, it looks to me that there is a non-cash adjustment to net income of about $106 million. Is that a non-cash benefit to net income, is that correct? Under merchants, the segment cash flows, it looks like there is $106 million other non-cash adjustments to net income.

Yes, that is related to the existing -- amortization of existing PPA or tolling transactions, sorry, that we previously entered into.

Okay, the $222 million which is the derivative contract for FAS-149, that also comes out in the bottom of that, so that’s basically a wash, correct?

That’s effectively the mirror trade.

Okay.

Paul, just on the 106, as you’ll recall we previously had been paid up-front to take a number of underwater contracts. This is where we deduct the non-cash aspect of that from our earnings.

Yes, I am familiar with it, thank you very much for clarifying it. Thank you.

Paul Fremont, Jefferies. Paul Fremont - Jefferies & Co.: I guess there has been some additional discussion out of Europe and EDF and it might be a good time just to clarify -- is there any provision under your existing contract with EDF under what type of circumstances contractually would they be able to walk away if they chose that they didn’t want to go forward with the transaction?

Well, let me start by saying that we are working hard with EDF under the assumption that we are closing this transaction. For those not familiar with the situation, EDF is in transition in that the current Chief Executive Officer has reached his retirement, or the end of this term and a new CEO is about to be appointed and will take office I believe somewhere around November 21st, so he is not in place yet. With respect to the agreement itself, I would remind you that last December, the EDF bid was in fact a topping bid, a non-conforming topping bid to mid-America and as a consequence, the protections provided to us from a breakage standpoint are actually quite substantial relative to a normal transaction, such that there are in fact liquidated damages, we have $1 billion of EDFs on our balance sheet now and we obviously have a $2 billion put arrangement on fossil assets, so I think the combination of those things would provide a substantial protection against any supposition about a change of heart but we don’t have any reason to believe that there is a change of heart, and all teams are working very hard towards getting this transaction closed. Paul Fremont - Jefferies & Co.: So we should assume that normal types of provisions like material adverse change probably do not exist in this contract?

Yes, they do exist in this contract. Paul Fremont - Jefferies & Co.: But are they narrowed in terms of definition as to what would constitute a material adverse change?

Yes, only relating to the nuclear business. Paul Fremont - Jefferies & Co.: Got it. Thank you very much.

[Shar Khan], Incremental Capital.

Good morning. I guess Paul has asked the questions which I had but I just wanted to go over, I guess the Financial Times article indicates that there is a board meeting set to approve the transaction I guess later today or on Monday -- could you just tell us a little bit about what they have to do to conform, to get this approval? I guess what it is trying to say is that the transaction is not approved until the board approves it, in which I guess it will only get approved once we get the order out of the Maryland Commission. Am I correct in the timing?

No, I think that -- we have an agreement that is approved by the board and so there is no further approvals required from France, and similarly on our end. So I think perhaps that article is alluding to the fact that this week, there is an EDF board meeting of I believe all shareholders that is a transitional meeting leading to the -- either the appointment of the new Chief Executive Officer who will take office at the end of November.

Okay, so I guess it is -- so there is nothing relating to the transaction at the board meeting, right? So I guess this is not proper reporting, I guess.

That is correct. I mean, we are operating under an acquisition agreement and those terms have been approved by both boards.

Okay, and then if the Maryland Commission does and the order comes out, how early can this transaction close?

We believe that the transaction can close within the next two weeks.

Okay. Thank you very much.

(Operator Instructions) Michael Goldenberg, Luminous Management.

My questions have been asked and answered. Thank you.

If there are no further questions, obviously as I alluded to earlier, there is the order from the Public Service Commission is expected today and I believe that that would be available by -- probably by looking for a press release and/or on their website. So obviously we will be looking anxiously for that and we will look forward to getting back to you on the closing of the EDF transaction. Thank you all very much.