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Investments
12 Months Ended
Dec. 31, 2011
Investments  
Investments

4  Investments

Investments in Joint Ventures, Qualifying Facilities and Power Projects

        Investments in joint ventures, qualifying facilities, and domestic power projects consist of the following:

At December 31,
  2011
  2010
 
   
 
  (In millions)
 

CENG Joint Venture

  $ 2,150.4   $ 2,991.1  

Qualifying facilities and domestic power projects:

             

Coal

    33.4     65.0  

Hydroelectric

    43.0     46.3  

Biomass

    24.6     55.1  

Fuel Processing

    21.4     16.7  

Solar

        6.8  
   

Total

  $ 2,272.8   $ 3,181.0  
   

        Investments in joint ventures, qualifying facilities, domestic power projects, and CEP were accounted for under the following methods:

At December 31,
  2011
  2010
 
   
 
  (In millions)
 

Equity method

  $ 2,272.8   $ 3,174.2  

Cost method

        6.8  
   

Total

  $ 2,272.8   $ 3,181.0  
   

        We recorded impairment charges on certain of our equity and cost method investments. We discuss these impairment charges in Note 2.

        We are actively involved in our CENG nuclear joint venture, qualifying facilities and power projects. Our percentage voting interests in these investments accounted for under the equity method range from 20% to 50.01%. Equity in earnings of these investments is as follows:

Year ended December 31,
  2011
  2010
  2009
 
   
 
  (In millions)
 

CENG

  $ 148.8   $ 218.8   $ 33.9  

Amortization of basis difference in CENG (see Note 2 for more detail)

    (153.1 )   (195.2 )   (29.6 )
   

Total equity investment earnings—CENG (1)

    (4.3 )   23.6     4.3  

UNE

        (16.8 )   (24.7 )

Shipping JV

            (1.8 )

CEP

            (4.6 )

Qualifying facilities and domestic power projects

    24.1     18.2     20.7  
   

Total equity investment earnings

  $ 19.8   $ 25.0   $ (6.1 )
   
(1)
For the years ended December 31, 2011, 2010, and 2009 total equity investment (losses) earnings in CENG include $1.1 million, $2.0 million, and $0.4 million, respectively, of expense related to the portion of cost of certain share-based awards that we fund on behalf of EDF.

        We describe each of these investments below.

Joint Ventures

CENG

On November 6, 2009, we completed the sale of a 49.99% membership interest in CENG, our nuclear generation and operation business, to EDF. As a result of this transaction, we deconsolidated CENG and began to record our 50.01% investment in CENG under the equity method of accounting. Because the transaction occurred on November 6, 2009, we recorded $4.3 million of equity investment earnings in CENG, which represents our share of earnings from CENG from November 6, 2009 through December 31, 2009, net of the amortization of the basis difference in CENG. The basis difference is the difference between the fair value of our investment in CENG at closing and our share of the underlying equity in CENG, because the underlying assets and liabilities of CENG were retained at their carrying value. See Note 2 for a more detailed discussion.

        Summarized balance sheet information for CENG is as follows:

At December 31,
  2011
  2010
 
   
 
  (In millions)
 

Current assets

  $ 415.6   $ 507.4  

Noncurrent assets

    4,710.6     4,583.0  

Current liabilities

    273.1     630.9  

Noncurrent liabilities

    1,459.1     1,338.7  

        Summarized income statement information for CENG is as follows:

 
  For the Year
Ended
December 31,
2011

  For the Year
Ended
December 31,
2010

  For the Period
from
November 6,
2009
through
December 31,
2009

 
   
 
  (In millions)
 

Revenues

  $ 1,516.3   $ 1,575.3   $ 217.6  

Expenses

    1,248.9     1,174.5     153.0  

Income from operations

    267.4     400.8     64.6  

Net income

    299.8     441.6     68.5  

        In future periods, we may be eligible for distributions from CENG in excess of our 50.01% ownership interest based on tax sharing provisions contained in the operating agreement for CENG. We would record these distributions, if realized, in earnings in the period received.

Comprehensive Agreement with EDF

On October 26, 2010, we reached a comprehensive agreement with EDF that restructured the relationship between our two companies, eliminated the outstanding asset put arrangement, and transferred to EDF the full ownership of UNE. This comprehensive agreement was approved by the boards of directors of both Constellation Energy and EDF, and the transaction closed on November 3, 2010. The agreement includes the following significant terms:

  • EDF acquired our 50% ownership interest in UNE. Upon completion of this transaction, EDF became the sole owner of UNE, and we no longer have responsibility for developing or financing new nuclear plants through UNE.
    We terminated our rights under the existing asset put arrangement and, as a result, did not sell any of our plants to EDF.
    EDF paid us $140 million in cash and transferred to us 2.4 million of the shares of Constellation Energy common stock that it owned (with a fair value of $72.4 million at the time of the noncash financing transfer).
    EDF relinquished its seat on our Board of Directors, and the existing investor agreement between the companies (which includes a "standstill" provision) was terminated.

        Later in November 2010, EDF transferred to us 0.1 million shares of Constellation Energy common stock, with a fair value of $2.8 million, in a noncash financing, upon our registering EDF's remaining shares of Constellation Energy common stock with the Securities and Exchange Commission. This enables EDF to transfer its remaining shares without restriction. We recorded a total pre-tax gain of $202.0 million in the fourth quarter of 2010 related to the above aspects of our comprehensive agreement with EDF.

        In addition, upon receipt of necessary approvals:

  • CENG will transfer to UNE potential new nuclear sites at the Nine Mile Point and Ginna nuclear generating plants in New York State.
    EDF will transfer to us an additional 1.0 million of the shares of Constellation Energy common stock that it owns.

        EDF may release us from our obligation to transfer the potential new nuclear sites and retain the shares if we have not certified to EDF that we have the legal right to transfer the sites by May 2012 or if we do not transfer the sites to UNE by early November 2012.

        We and EDF will remain owners in CENG under the same ownership percentages—Constellation Energy holding a 50.01% interest and EDF holding a 49.99% interest. Further:

  • The power purchase agreement between CENG and each of Constellation Energy and EDF was modified such that prospective purchases will be unit contingent through the end of its term in 2014. In addition, beginning on January 1, 2015 and continuing to the end of the life of the respective plants, we will purchase 50.01% of the output of CENG's nuclear plants and EDF will purchase 49.99% of that output.
  • The administrative services agreement, which specifies payment to us for providing administrative support services to CENG, was extended through 2017.

        We discuss the PPA and ASA in more detail in Note 16.

UNE

In August 2007, we formed a joint venture, UNE, with EDF to develop, own, and operate new nuclear projects in the United States and Canada. On November 3, 2010, we sold our 50% ownership interest in UNE to EDF. As a result of this transaction, EDF is the sole owner of UNE, and we will no longer have responsibility for developing or financing new nuclear plants through UNE.

Qualifying Facilities and Power Projects

Our Generation business holds up to a 50% voting interest in 15 operating domestic energy projects that consist of electric generation, fuel processing, or fuel handling facilities. Of these 15 projects, 13 are "qualifying facilities" that receive certain exemptions and pricing under the Public Utility Regulatory Policies Act of 1978 based on the facilities' energy source or the use of a cogeneration process.

CEP

In 2011, we sold substantially all of our interests in Constellation Energy Partners LLC (CEP) to PostRock Energy Corporation (PostRock). However, we did retain certain non-voting interests in CEP. Since we no longer have significant influence over CEP's activities following the sale, these retained interests do not qualify for the equity method of accounting. We discuss this transaction in more detail in Note 2.

Investments in Variable Interest Entities

        As of December 31, 2011, we consolidated four VIEs in which we were the primary beneficiary, and we had significant interests in six other VIEs for which we do not have controlling financial interests and, accordingly, were not the primary beneficiary.

Consolidated Variable Interest Entities

The carrying amounts and classification of the above consolidated VIEs' assets and liabilities included in our consolidated financial statements at December 31, 2011 and 2010 are as follows:

 
  2011
  2010
 
   
 
  (In millions)
 

Current assets

  $ 481.5   $ 516.6  

Noncurrent assets

    348.6     57.7  
   

Total Assets

  $ 830.1   $ 574.3  
   

Current liabilities

  $ 483.4   $ 345.5  

Noncurrent liabilities

    540.0     399.0  
   

Total Liabilities

  $ 1,023.4   $ 744.5  
   

        All of the assets in the table above are restricted for settlement of the VIE obligations and all of the liabilities in the preceding table can only be settled using VIE resources with the exception of $130.0 million of debt relating to a group of solar entities formed by us, which is recourse to us.

RSB BondCo LLC

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.

        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 2011, 2010, and 2009, BGE remitted $92.3 million, $90.3 million, and $85.8 million, respectively, to BondCo.

        BGE did not provide any additional financial support to BondCo during 2011 or 2010. 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.

Retail Gas Group

During 2009, our NewEnergy business formed two new entities and combined them with its existing retail gas activities into a retail gas entity group for the purpose of entering into a collateralized gas supply agreement 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 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
    As of December 31, 2011, we provided a $75 million parental guarantee to the third party gas supplier in support of the retail gas entity group.

        Other than credit support provided by the parental guarantee, 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 2011, other than the equity contributions and parental guarantee.

Retail Power Supply Entity

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.

Solar Project Entity Group

In 2011, we formed a group of solar project limited liability companies to build, own, and operate solar power facilities. While we own 100% of these entities, we determined that the individual solar project entities are VIEs because either the entities require additional subordinated financial support in the form of parental guarantee of debt, loans from the customers in order to obtain the necessary funds for construction of the solar facilities, or the customers absorb price variability from the entities through the fixed price power and/or renewable energy credits purchase agreements. We are the primary beneficiary of the solar project entities because we control the design, construction, and operation of the solar power facilities. We provide capital funding to this solar group for ongoing construction of the solar power facilities as well as a $150 million credit facility.

RF HoldCo LLC

During 2010, as part of the 2009 order from the Maryland PSC approving our transaction with EDF, we created RF HoldCo LLC, a bankruptcy-remote special purpose subsidiary to hold all of the common equity interests in BGE. This subsidiary is not a VIE. However, due to our ownership of 100% of the voting interests of RF HoldCo LLC, we consolidate this subsidiary as a voting interest entity.

        BGE and RF HoldCo are separate legal entities and are not liable for the debts of Constellation Energy. Accordingly, creditors of Constellation Energy may not satisfy their debts from the assets of BGE and RF HoldCo except as required by applicable law or regulation. Similarly, Constellation Energy is not liable for the debts of BGE or RF HoldCo. Accordingly, creditors of BGE and RF HoldCo may not satisfy their debts from the assets of Constellation Energy except as required by applicable law or regulation.

Unconsolidated Variable Interest Entities

As of December 31, 2011 and 2010, 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 2011 and 2010 and we do not intend to provide any additional financial or other support to these entities in the future.

        The following is summary information available as of December 31, 2011 about these entities:

 
  Power
Contract
Monetization
VIEs

  All
Other
Power
Project
VIEs

  Total
 
   
 
  (In millions)
 

Total assets

  $ 386.5   $ 309.6   $ 696.1  

Total liabilities

    303.9     106.4     410.3  

Our ownership interest

        53.5     53.5  

Other ownership interests

    82.6     149.7     232.3  

Our maximum exposure to loss:

                   

Letters of credit

    15.5         15.5  

Carrying amount of our investment—Other investments

        39.8     39.8  

Debt and payment guarantees

        5.0     5.0  

        The following is summary information available as of December 31, 2010 about these entities:

 
  Power
Contract
Monetization
VIEs

  All
Other
VIEs

  Total
 
   
 
  (In millions)
 

Total assets

  $ 492.9   $ 288.3   $ 781.2  

Total liabilities

    382.6     113.2     495.8  

Our ownership interest

        48.7     48.7  

Other ownership interests

    110.3     126.4     236.7  

Our maximum exposure to loss:

                   

Letters of credit

    24.9         24.9  

Carrying amount of our investment—Other investments

        41.4     41.4  

Debt and payment guarantees

        5.0     5.0  

        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.

Power Contract Monetization VIEs

In March 2005, our NewEnergy business closed a transaction in which we assumed from a counterparty two power sales contracts with previously existing VIEs. The VIEs previously were created by the counterparty to issue debt in order to monetize the value of the original contracts to purchase and sell power. Under the power sales contracts, we sell power to the VIEs which, in turn, sell that power to an electric distribution utility through 2013. In connection with this transaction, a third party acquired the equity of the VIEs and we loaned that party a portion of the purchase price. If the electric distribution utility were to default under its obligation to buy power from the VIEs, the equity holder could transfer its equity interests to us in lieu of repaying the loan. In this event, we would have the right to seek recovery of our losses from the electric distribution utility.