We detail in the table below our total capitalization, which includes long-term debt, common stock, noncontrolling interests, and preference stock, as of December 31, 2011 and 2010.

At December 31,	2011			2010


	(In millions)
Long-Term Debt
Long-term debt of Constellation Energy
8.625% Series A Junior Subordinated Debentures, due June 15, 2063	$	450.0		$	450.0
7.00% Fixed-Rate Notes, due April 1, 2012		—			213.5
4.55% Fixed-Rate Notes, due June 15, 2015		550.0			550.0
5.15% Fixed-Rate Notes, due December 1, 2020		550.0			550.0
7.60% Fixed-Rate Notes, due April 1, 2032		700.0			700.0
Fair Value of Interest Rate Swaps		44.1			36.2

Total long-term debt of Constellation Energy		2,294.1			2,499.7

Long-term debt of nonregulated businesses
Tax-exempt debt transferred from BGE effective July 1, 2000
4.10% Pollution control loan, due July 1, 2014		20.0			20.0
Tax-exempt variable rate notes, due April 1, 2024		75.0			75.0
7.3% Fixed Rate Note, due June 1, 2012		1.6			1.7
Upstream Gas Property asset-based lending agreement due July 16, 2016		83.0			18.0
Secured Solar Credit Lending Agreement due July 7, 2014		130.0			—
Sacramento Solar Project Financing Agreement due December 31, 2030		40.7			—
Denver International Airport Solar Loan Agreement due June 30, 2031		7.5			—
Holyoke Solar, LLC Loan Agreement due December 31, 2031		11.0			—

Total long-term debt of nonregulated businesses		368.8			114.7

Other long-term debt of BGE
3.50% Notes, due November 15, 2021		300.0			—
6.125% Notes, due July 1, 2013		400.0			400.0
5.90% Notes, due October 1, 2016		300.0			300.0
5.20% Notes, due June 15, 2033		200.0			200.0
6.35% Notes, due October 1, 2036		400.0			400.0
Medium-term notes, Series E		109.6			131.5

Total other long-term debt of BGE		1,709.6			1,431.5

6.20% deferrable interest subordinated debentures due October 15, 2043 to BGE wholly owned BGE Capital Trust II relating to trust preferred securities		257.7			257.7
Rate stabilization bonds		394.6			454.4
Unamortized discount and premium		(5.1	)		(3.9	)
Current portion of long-term debt		(174.9	)		(305.3	)

Total long-term debt	$	4,844.8		$	4,448.8

Equity:
Noncontrolling Interests	$	116.9		$	88.8
BGE Preference Stock
Cumulative preference stock not subject to mandatory redemption, 6,500,000 shares authorized 7.125%, 1993 Series, 400,000 shares outstanding, callable at $100.71 per share until June 30, 2012, and at lesser amounts thereafter		40.0			40.0
6.97%, 1993 Series, 500,000 shares outstanding, callable at $100.70 per share until September 30, 2012, and at lesser amounts thereafter		50.0			50.0
6.70%, 1993 Series, 400,000 shares outstanding, callable at $100.67 per share until December 31, 2012, and at lesser amounts thereafter		40.0			40.0
6.99%, 1995 Series, 600,000 shares outstanding, callable at $101.40 per share until September 30, 2012, and at lesser amounts thereafter		60.0			60.0

Total BGE preference stock not subject to mandatory redemption		190.0			190.0

Common Shareholders' Equity
Common stock without par value, 600,000,000 shares authorized; 201,686,291 and 199,788,658 shares issued and outstanding at December 31, 2011 and 2010, respectively. (At December 31, 2011, 10,143,863 shares were reserved for the long-term incentive plans, 8,542,059 shares were reserved for the shareholder investment plan, and 1,223,050 shares were reserved for the employee savings plan.)		3,292.2			3,231.7
Retained earnings		4,738.0			5,270.8
Accumulated other comprehensive (loss) income:
Hedging instruments		(404.0	)		(228.7	)
Available-for-sale securities		38.9			34.5
Defined benefit plans		(558.3	)		(481.1	)
Foreign currency translation and other		(12.9	)		2.0

Total accumulated other comprehensive loss		(936.3	)		(673.3	)

Total common shareholders' equity		7,093.9			7,829.2

Total Equity		7,400.8			8,108.0

Total Capitalization	$	12,245.6		$	12,556.8

Long-term debt matures in one year or more from the date of issuance. The long-term debt of Constellation Energy and BGE do not contain material adverse change clauses. We detail our long-term debt in the table above.

In December 2010, we issued $550 million of 5.15% Notes due December 1, 2020. Interest is payable semi-annually on June 1 and December 1, beginning June 1, 2011. At any time prior to September 1, 2020, we may redeem some or all of the notes at a price equal to the greater of 100% of the principal amount of the notes outstanding to be redeemed and the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted to the redemption date on a semi-annual basis at the Treasury rate plus 30 basis points, plus accrued interest. After September 1, 2020, we may redeem some or all of the notes at a price equal to 100% of the principal amount of the notes outstanding to be redeemed plus accrued interest on the principal amount being redeemed to the redemption date.

Additionally, in December 2010, we issued a notice to redeem $213.5 million of our 7.00% Notes, which represented the remaining outstanding 7.00% Notes due April 1, 2012. As such, we classified these notes as "Current portion of long-term debt" in our Consolidated Balance Sheets. In January 2011, we redeemed these notes with part of the proceeds from the issuance of the $550 million 5.15% Notes, terminated the associated interest rate swaps, and recognized a pre-tax loss of approximately $5 million on this transaction.

During February 2011, we entered into interest rate swaps qualifying as fair value hedges related to $350 million of our fixed rate debt maturing in 2015. We also entered into $150 million of interest rate swaps related to our fixed rate debt maturing in 2020 that do not qualify as fair value hedges, and will be marked to market through earnings. These swaps effectively converted $500 million notional amount of fixed rate debt to floating rate for the term of the swaps.

In July 2011, a subsidiary of Constellation Energy entered into a three-year senior secured credit facility that is designed to support the growth of our solar operations. The amount committed under the facility is $150 million, which may be increased up to $200 million at the subsidiary's request with additional commitments by the lenders. At December 31, 2011, we had borrowed $130.0 million. Borrowings incur interest at a variable rate payable quarterly and are secured by the equity interests in the subsidiary and the entities that own the solar projects as well as the assets of the subsidiary and the projects' entities. The obligations of our subsidiary are guaranteed by Constellation Energy and the projects' entities. The Constellation Energy guarantee will terminate upon the subsidiary obtaining a stand-alone investment grade credit rating or the satisfaction of a number of conditions, at which time the financing will become nonrecourse to Constellation Energy.

In July 2011, a subsidiary of Constellation Energy entered into a $40.7 million nonrecourse project financing to fund construction of our 30MW solar facility in Sacramento, California. Borrowings will incur interest at a variable rate, payable quarterly, and are secured by the equity interests and assets of the subsidiary. The construction borrowings are expected to convert into a 19-year nonrecourse variable note in the first quarter of 2012. The subsidiary also executed interest rate swaps for a notional amount of $30.6 million in order to convert the variable interest payments to fixed payments on the $40.7 million facility amount. We discuss our use of derivative instruments, including interest rate swaps, to manage our interest rate risk in more detail in Note 13.

In addition to this facility, this subsidiary entered into a treasury grant bridge loan for $26.0 million and an equity bridge loan for $27.9 million. Both loans will be utilized to fund construction. The equity bridge loan is expected to be repaid in the first quarter of 2012 and the treasury grant is expected to be repaid in the second quarter of 2012.

During 2011, we borrowed the following amounts under solar project loan agreements:

In July 2009, we entered into a three year asset-based lending agreement associated with certain upstream gas properties that we own. In July 2011, we amended and extended this lending agreement. The borrowing base committed under the facility was increased to $150 million and can increase to a total of $500 million if the assets support a higher borrowing base and we are able to obtain additional commitments from lenders. The facility now expires in July 2016. Borrowings under this facility are secured by the upstream gas properties, and the lenders do not have recourse against Constellation Energy in the event of a default. At December 31, 2011, we had borrowed $83.0 million under the facility with interest payable quarterly. The facility includes a provision that requires our entities that own the upstream gas properties subject to the agreement to maintain a current ratio of one-to-one. As of December 31, 2011, we are compliant with this provision.

In November 2011, BGE issued $300 million of 3.50% Notes due November 15, 2021. Interest is payable semi-annually on May 15 and November 15, beginning May 15, 2012. At any time prior to August 15, 2021, BGE may redeem some or all of the notes at a price equal to the greater of 100% of the principal amount of the notes outstanding to be redeemed and the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted to the redemption date on a semi-annual basis at the Treasury rate plus 25 basis points, plus accrued interest. After August 15, 2021, BGE may redeem some or all of the notes at a price equal to 100% of the principal amount of the notes outstanding to be redeemed plus accrued interest on the principal amount being redeemed to the redemption date.

BGE entered into a secured indenture in July 2009. The secured indenture creates a first priority lien on substantially all of BGE's electric utility distribution equipment and fixtures and on BGE's franchises, permits, and licenses that are transferable and necessary for the operation of the equipment and fixtures. As of December 31, 2011, BGE has not issued any secured bonds under this indenture.

In June 2007, BondCo, a subsidiary of BGE, issued an aggregate principal amount of $623.2 million of rate stabilization bonds to recover deferred power purchase costs. We discuss BondCo in more detail in Note 4. Below are the details of the rate stabilization bonds at December 31, 2011:

The bonds are secured primarily by a usage-based, non-bypassable charge payable by all of BGE's residential electric customers over a ten year period. The charges will be adjusted semi-annually to ensure that the aggregate charges collected are sufficient to pay principal and interest on the bonds, as well as certain on-going costs of administering and servicing the bonds. BondCo cannot use the charges collected to satisfy any other obligations. BondCo's assets are not assets of any affiliate and are not available to pay creditors of any affiliate of BondCo. If BondCo is unable to make principal and interest payments on the bonds, neither Constellation Energy, nor BGE, are required to make the payments on behalf of BondCo.

On July 1, 2000, BGE transferred $278.0 million of tax-exempt debt to our Generation business related to the transferred generating assets. At December 31, 2011, BGE remains contingently liable for the $20 million outstanding balance of this debt.

BGE's fixed-rate medium-term note, series E, outstanding at December 31, 2011 has a weighted average interest rate of 6.75%, maturing in 2012.

On November 21, 2003, BGE Capital Trust II (BGE Trust II), a Delaware statutory trust established by BGE, issued 10,000,000 Trust Preferred Securities for $250 million ($25 liquidation amount per preferred security) with a distribution rate of 6.20%.

BGE Trust II used the net proceeds from the issuance of common securities to BGE and the Trust Preferred Securities to purchase a series of 6.20% Deferrable Interest Subordinated Debentures due October 15, 2043 (6.20% debentures) from BGE in the aggregate principal amount of $257.7 million with the same terms as the Trust Preferred Securities. BGE Trust II must redeem the Trust Preferred Securities at $25 per preferred security plus accrued but unpaid distributions when the 6.20% debentures are paid at maturity or upon any earlier redemption. BGE has the option to redeem the 6.20% debentures at any time in the future when certain tax or other events occur.

BGE Trust II will use the interest paid on the 6.20% debentures to make distributions on the Trust Preferred Securities. The 6.20% debentures are the only assets of BGE Trust II.

BGE fully and unconditionally guarantees the Trust Preferred Securities based on its various obligations relating to the trust agreement, indentures, 6.20% debentures, and the preferred security guarantee agreement.

For the payment of dividends and in the event of liquidation of BGE, the 6.20% debentures are ranked prior to preference stock and common stock.

As of December 31, 2011, our long-term borrowings mature on the following schedule:

Each series of BGE preference stock has no voting power, except for the following:

Constellation Energy pays dividends on its common stock after its Board of Directors declares them. There are no contractual limitations on Constellation Energy paying common stock dividends, unless Constellation Energy elects to defer interest payments on the 8.625% Series A Junior Subordinated Debentures due June 15, 2063, and any deferred interest remains unpaid. The merger agreement with Exelon prohibits us from increasing our common stock dividend without Exelon's consent.

BGE pays dividends on its common stock after its Board of Directors declares them. However, pursuant to the order issued by the Maryland PSC on October 30, 2009 in connection with its approval of the transaction with EDF, BGE cannot pay dividends to Constellation Energy if (a) after the dividend payment, BGE's equity ratio would be below 48% as calculated pursuant to the Maryland PSC's ratemaking precedents or (b) BGE's senior unsecured credit rating is rated by two of the three major credit rating agencies below investment grade.