FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission file number 1-1910
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Baltimore Gas and Electric Company
Employee Savings Plan
Address same as issuer
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
Baltimore Gas and Electric Company
Gas and Electric Building, Charles Center
Baltimore, Maryland 21201
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons who administer the
employee benefit plans) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
BALTIMORE GAS AND ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN
_____________________________________
Date ______________________ _____________________________________
Diane L. Featherstone
Plan Administrator
- 2 -
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of the
Baltimore Gas and Electric Company
Employee Savings Plan
We have audited the accompanying statements of net assets
available for benefits of the Baltimore Gas and Electric Company
Employee Savings Plan as of December 31, 1995 and 1994 and the
related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets available
for benefits as of December 31, 1995 and 1994, and the changes in
net assets available for benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of assets held for investment purposes and
reportable transactions for the year ended December 31, 1995 are
presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are
supplementary information required by the Department of Labor's
Rules and regulations for Reporting and Disclosures under the
Employee Retirement Income Security Act of 1974. The Fund
Information in the statements of net assets available for benefits
and the statements of changes in net assets available for benefits
is presented for purposes of additional analysis rather than to
present the net assets available for benefits and changes in net
assets available for benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Coopers & Lybrand L.L.P.
Baltimore, Maryland
June 25, 1996
- 3 -
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Prospectuses prepared in accordance with the requirements of
Form S-8 (File Nos. 33-56084 and 33-59545) and Form S-3 (File
Nos. 33-61297,33-57658, 33-49801, 33-33559 and 33-45260) and the
Prospectus of Constellation Energy Corporation prepared in
accordance with the requirements of Form S-4 (File No. 33-64799)
of our report dated June 25, 1996 accompanying the financial
statements and supplemental schedules of the Baltimore Gas and
Electric Company Employee Savings Plan as of December 31, 1995
and 1994 and for the years then ended, included in this Annual
Report on Form 11-K of Baltimore Gas and Electric Company.
Coopers & Lybrand L.L.P.
Baltimore, Maryland
June 27, 1996
- 4 -
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1995
Investment Funds
BGE Common Interest Income Mutual
Total Stock Fund Fund Funds Loan Fund
----------- ----------- -------------- -------------- --------------
Assets
Value of securities
held in trust $364,272,880 $304,105,431 $0 $60,167,449 $0
Value of guaranteed
investment contracts 123,879,233 0 123,879,233 0 0
Loans outstanding to
plan participants 26,097,091 0 0 0 26,097,091
Short-term investments 2,261,069 109,889 2,134,696 16,484 0
Accrued dividends
receivable 4,136,819 4,136,819 0 0 0
Accrued interest
receivable 1,093 0 1,093 0 0
Accounts receivable 216,732 215,716 928 0 88
-------------- -------------- -------------- -------------- --------------
Total 520,864,917 308,567,855 126,015,950 60,183,933 26,097,179
-------------- -------------- -------------- -------------- --------------
Liabilities
Accounts payable 0 0 0 0 0
-------------- -------------- -------------- -------------- --------------
Total 0 0 0 0 0
-------------- -------------- -------------- -------------- --------------
Net assets available
for benefits $520,864,917 $308,567,855 $126,015,950 $60,183,933 $26,097,179
============ ============ ============ ============ =============
The accompanying notes are an integral part of the financials.
(continued next page)
- 5 -
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Mutual Funds Included in Assets Available for Benefits
December 31, 1995
(Continued)
Mutual Funds
Total T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price
Mutual Balanced Equity Growth Small Cap International
Funds Fund Income Fund Stock Fund Stock Fund Stock Fund
-------------- -------------- -------------- -------------- -------------- --------------
Assets
Value of securities
held in trust $60,167,449 $1,247,428 $37,622,250 $15,610,682 $3,977,965 $1,709,124
Value of guaranteed
investment contract 0 0 0 0 0 0
Loans outstanding to
plan participants 0 0 0 0 0 0
Short-term investments 16,484 0 11,328 3,817 1,339 0
Accrued dividends
receivable 0 0 0 0 0 0
Accrued interest
receivable 0 0 0 0 0 0
Accounts receivable 0 0 0 0 0 0
-------------- -------------- -------------- -------------- -------------- --------------
Total 60,183,933 1,247,428 37,633,578 15,614,499 3,979,304 1,709,124
-------------- -------------- -------------- -------------- -------------- --------------
Liabilities
Accounts payable 0 0 0 0 0 0
-------------- -------------- -------------- -------------- -------------- --------------
Total 0 0 0 0 0 0
-------------- -------------- -------------- -------------- -------------- --------------
Net assets available
for benefits $60,183,933 $1,247,428 $37,633,578 $15,614,499 $3,979,304 $1,709,124
============ ============ ============ ============ ============= ============
The accompanying notes are an integral part of the financial statements.
- 6 -
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1994
Investment Funds
Vanguard/
BGE Common Fixed Morgan
Total Stock Fund Rate Fund Growth Fund Windsor Fund Loan Fund
---------- ---------- ---------- --------- --------- ---------
Assets
Value of securities
held in trust (Note 3) $263,550,725 $229,768,037 $0 $8,661,727 $25,120,961 $0
Value of guaranteed
investment contracts 119,090,095 0 119,090,095 0 0 0
Loans outstanding to
plan participants 23,878,730 0 0 0 0 23,878,730
Short-term investments 2,925,088 1,918,785 601,888 114,096 290,319 0
Accrued dividends
receivable 3,929,198 3,929,198 0 0 0 0
Accrued interest
receivable 9,053 5,102 3,302 137 512 0
Accounts receivable 2,967,355 158,791 1,389,384 134,521 183,707 1,100,952
---------- ----------- ---------- --------- --------- ---------
Total 416,350,244 235,779,913 121,084,669 8,910,481 25,595,499 24,979,682
---------- ----------- --------- -------- ----------- ---------
Liabilities
Accounts payable 6,768,146 1,287,566 838,234 288,447 2,099,636 2,254,263
---------- ----------- ----------- --------- --------- ---------
Total 6,768,146 1,287,566 838,234 288,447 2,099,636 2,254,263
---------- ----------- ---------- --------- --------- ---------
Net assets available
for benefits $409,582,098 $234,492,347 $120,246,435 $8,622,034 $23,495,863 $22,725,419
========== =========== ========== ========= ========= =========
The accompanying notes are an integral part of the financial statements.
- 7 -
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1995
Investment Funds
BGE Common Interest Income Mutual
Total Stock Fund Fund Funds Loan Fund
-------------- -------------- -------------- -------------- --------------
Additions and Net
Investment Activity
- -------------------
Contributions:
Participant eligible
pay contributions $26,079,146 $9,041,608 $9,875,045 $7,162,493 $0
Participant rollover
contributions 616,695 37,346 134,922 444,427 0
Employer matching
contributions
Company stock 8,680,502 8,680,502 0 0 0
-------------- -------------- -------------- -------------- --------------
35,376,343 17,759,456 10,009,967 7,606,920 0
-------------- -------------- -------------- -------------- --------------
Income:
Dividends
Stock 18,088,315 13,016,962 0 5,071,353 0
Employee
stock account 2,795,421 2,795,421 0 0 0
Interest 7,583,637 75,414 7,505,395 2,828 0
Interest on
participant loans 1,958,587 0 0 0 1,958,587
-------------- -------------- -------------- -------------- --------------
30,425,960 15,887,797 7,505,395 5,074,181 1,958,587
-------------- -------------- -------------- -------------- --------------
Participant
loan repayments 0 4,852,461 3,265,736 1,562,918 (9,681,115)
Participant interfund
transfers (net) 0 (5,572,246) (1,021,356) 6,593,602 0
The accompanying notes are an integral part of the financials.
(continued on next page)
- 8 -
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Changes in Mutual Funds included in
Net Assets Available for Benefits
For the Year Ended December 31, 1995
Total T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price
Mutual Balanced Equity Growth Small Cap International
Funds Fund Income Fund Stock Fund Value Fund Stock Fund
------------ -------------- -------------- -------------- -------------- --------------
Additions and Net
Investment Activity
- -------------------
Contributions:
Participant eligible
pay contributions $7,162,493 $132,251 $4,118,307 $2,276,163 $394,511 $241,261
Participant rollover
contributions 444,427 89,484 93,638 139,108 54,529 67,668
-------------- ------------ ---------- -------------- -------------- --------------
7,606,920 221,735 4,211,945 2,415,271 449,040 308,929
-------------- ------------ -------- -------------- -------------- --------------
Income:
Dividends 5,071,353 22,759 3,707,069 1,114,438 177,889 49,198
Interest 2,828 0 1,462 1,366 0 0
-------------- -------------- -------------- -------------- -------------- -------------
5,074,181 22,759 3,708,531 1,115,804 177,889 49,198
-------------- -------------- -------------- -------------- -------------- --------------
Participant
loan repayments 1,562,918 27,796 954,332 444,336 86,771 49,683
Participant interfund
transfers (net) 6,593,602 966,438 (549,677) 1,498,202 3,358,183 1,320,456
The accompanying notes are an integral part of the financials.
(continued on next page)
- 9 -
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1995
(Continued)
Investment Funds
BGE Common Interest Income Mutual
Total Stock Fund Fund Funds Loan Fund
-------------- -------------- -------------- -------------- --------------
Additions and Net
Investment Activity
(Continued)
- --------------------
Appreciation
of investments:
Net appreciation
of common stock $68,094,218 $68,094,218 $0 $0 $0
Net appreciation
of mutual funds 10,933,250 0 0 10,933,250 0
-------------- -------------- -------------- -------------- --------------
79,027,468 68,064,218 0 10,933,250 0
-------------- -------------- -------------- -------------- --------------
Total additions and net
investment activity 144,829,771 101,021,686 19,759,742 31,770,871 (7,722,528)
-------------- -------------- -------------- -------------- --------------
Distributions:
Withdrawal and
distribution
payments to
participants (33,546,952) (20,540,987) (10,313,506) (1,975,160) (717,299)
Loans to participants 0 (6,405,191) (3,676,721) (1,729,675) 11,811,587
-------------- -------------- -------------- -------------- --------------
Total Distributions (33,546,952) (26,946,178) (13,990,227) (3,704,835) 11,094,288
-------------- -------------- -------------- -------------- --------------
Change in net assets 111,282,819 74,075,508 5,769,515 28,066,036 3,371,760
Net assets available
for benefits,
beginning of year 409,582,098 234,492,347 120,246,435 32,117,897 22,725,419
-------------- -------------- -------------- -------------- --------------
Net assets available
for benefits,
end of year $520,864,917 $308,567,855 $126,015,950 $60,183,933 $26,097,179
============ ============ ============ ============ ============
The accompanying notes are an integral part of the financial statements.
- 10 -
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Changes in Mutual Funds included in Net Assets
Available for Benefits
For the Year Ended December 31, 1995
(Continued)
Total T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price
Mutual Balanced Equity Growth Small Cap International
Funds Fund Income Fund Stock Fund Value Fund Stock Fund
-------------- -------------- -------------- -------------- -------------- --------------
Additions and Net
Investment Activity
(Continued)
- -------------------
Appreciation (depreciation)
of mutual funds
Net appreciation
(depreciation)
of mutual funds 10,933,250 23,735 8,402,164 2,550,812 (49,520) 6,059
-------------- -------------- -------------- -------------- -------------- --------------
10,933,250 23,735 8,402,164 2,550,812 (49,520) 6,059
-------------- -------------- -------------- -------------- -------------- --------------
Total additions and net
investment activity 31,770,871 1,262,463 16,727,295 8,024,425 4,022,363 1,734,325
-------------- -------------- -------------- -------------- -------------- --------------
Distributions:
Withdrawal and
distribution
payments to
participants (1,975,160) (3,704) (1,507,665) (442,889) (11,701) (9,201)
Loans to participants (1,729,675) (11,331) (1,081,915) (589,071) (31,358) (16,000)
-------------- -------------- -------------- -------------- -------------- --------------
Total Distributions (3,704,835) (15,035) (2,589,580) (1,031,960) (43,059) (25,201)
-------------- -------------- -------------- -------------- -------------- --------------
Change in net assets 28,066,036 1,247,428 14,137,715 6,992,465 3,979,304 1,709,124
Net assets available
for benefits,
beginning of year 32,117,897 0 23,495,863 8,622,034 0 0
------------- -------------- -------------- -------------- -------------- --------------
Net assets available
for benefits,
end of year $60,183,933 $1,247,428 $37,633,578 $15,614,499 $3,979,304 $1,709,124
============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of the financial statements.
- 11 -
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1994
Investment Funds
Vanguard/
BGE Common Fixed Morgan
Total Stock Fund Rate Fund Growth Fund Windsor Fund Loan Fund
-------------- -------------- -------------- -------------- -------------- --------------
Additions and Net
Investment Activity
- -------------------
Contributions:
Participant eligible
pay contributions $26,246,887 $10,143,982 $10,050,245 $2,043,839 $4,008,821 $0
Participant rollover
contributions 146,932 48,786 40,135 4,569 53,442 0
Employer matching
contributions
Company stock fund 8,314,402 8,314,402 0 0 0 0
-------------- -------------- -------------- -------------- -------------- --------------
34,708,221 18,507,170 10,090,380 2,048,408 4,062,263 0
-------------- -------------- -------------- -------------- -------------- --------------
Income:
Dividends
Stock funds 12,876,824 12,449,901 0 77,497 349,426 0
Employee stock
account 2,975,897 2,975,897 0 0 0 0
Interest 7,376,717 0 7,374,091 0 2,626 0
Pooled funds 163,672 108,749 47,340 2,324 5,259 0
Interest on
participant loans 1,696,287 0 0 0 0 1,696,287
-------------- -------------- -------------- -------------- -------------- ------------
25,089,397 15,534,547 7,421,431 79,821 357,311 1,696,287
-------------- -------------- -------------- -------------- -------------- --------------
Participant Loan
repayments 0 4,457,533 2,877,017 326,272 804,586 (8,465,408)
-------------- -------------- -------------- -------------- -------------- ------------
0 4,457,533 2,877,017 326,272 804,586 (8,465,408)
-------------- -------------- -------------- -------------- -------------- --------------
Participant interfund
transfers (net) 0 (1,508,766) 101,465 (138,783) 1,546,084 0
-------------- -------------- -------------- -------------- -------------- --------------
0 (1,508,766) 101,465 (138,783) 1,546,084 0
-------------- ------------- -------------- -------------- -------------- --------------
(continued on next page)
- 12 -
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1994
(Continued)
Investment Funds
Vanguard/
BGE Common Fixed Morga
Total Stock Fund Rate Fund Growth Fund Windsor Fund Loan Fund
-------------- -------------- -------------- -------------- -------------- --------------
Additions and Net
Investment Activity
(Continued)
- --------------------
Depreciation on investments:
Net depreciation
of common stock $(32,866,909) $(32,866,909) $0 $0 $0 $0
Net depreciation
of mutual funds (2,988,235) 0 0 (472,214) (2,516,021) 0
-------------- -------------- -------------- -------------- -------------- --------------
$(35,855,144) $(32,866,909) 0 (472,214) (2,516,021) 0
-------------- -------------- -------------- -------------- -------------- --------------
Total additions and net
investment activity 23,942,474 4,123,575 20,490,293 1,843,504 4,254,223 (6,769,121)
-------------- -------------- -------------- -------------- -------------- --------------
Distributions:
Withdrawal and
distribution payments
to participants (40,216,331) (24,533,926) (12,861,369) (392,064) (1,442,893) (986,079)
Loans to participants 0 (5,301,963) (3,323,427) (340,854) (971,994) 9,938,238
-------------- -------------- -------------- -------------- -------------- --------------
Total Distributions (40,216,331) (29,835,889) (16,184,796) (732,918) (2,414,887) 8,952,159
-------------- -------------- -------------- -------------- -------------- --------------
Change in net assets (16,273,857) (25,712,314) 4,305,497 1,110,586 1,836,336 2,183,038
Net assets available
for benefits,
beginning of year 425,855,955 260,204,661 115,940,938 7,511,448 21,656,527 20,542,381
-------------- -------------- -------------- -------------- -------------- --------------
Net assets available
for benefits,
end of year $409,582,098 $234,492,347 $120,246,435 $8,622,034 $23,495,863 $22,725,419
=========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of the financial statements.
- 13 -
BALTIMORE GAS AND ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. GENERAL DESCRIPTION OF THE PLAN
Baltimore Gas and Electric Company (the Company),
established the Baltimore Gas and Electric Company Employee
Savings Plan (Plan) and Trust Agreement, with Bankers Trust
Company as trustee on July 1, 1978. Effective June 30, 1995,
the Company removed Bankers Trust as trustee under the Trust
Agreement, terminated the Trust Agreement, and discontinued
Bankers Trust Company's Plan administrative services. Effective
July 1, 1995, the Company appointed T. Rowe Price Trust Company
(T. Rowe Price) as successor trustee (Trustee). In addition,
TRP Retirement Plan Services, Inc., became the provider of
administrative services for the Plan. Significant Plan
amendments adopted effective July 1, 1995 include: (1) Expanding
and changing the investment fund choices for participant
contributions to eliminate the Morgan Fund, which was replaced
by and the assets transferred into, the T. Rowe Price Growth
Stock Fund, to eliminate the Windsor Fund, which was replaced by
and the assets transferred into, the T. Rowe Price Equity Income
Fund, to include the Interest Income Fund (formerly the Fixed
Rate Fund), to add three additional T. Rowe Price mutual funds
and to retain the BGE Common Stock Fund. Effective March 31,
1995, T. Rowe Price Stable Asset Management Inc. took over
management of the Fixed Rate Fund assets. (2) Monthly valuation
was replaced with daily valuation. As a result of this change,
participants can request transfers among investment funds,
withdrawals, distributions, and loans more frequently than once
a month. (3) The number of loans participants may have
outstanding at any time was increased from one to two, and the
loan interest rate was changed to the prime rate plus 1%. (4)
The period of time before an employee becomes eligible to make
contributions was reduced from one year to one month (three
months in the case of employees of certain subsidiaries of the
Company).
The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan allows
participants to contribute up to 15% of their eligible pay
through regular payroll deductions, under a deferred
compensation option and/or a thrift option. Participant
contributions under the deferred compensation option are
excluded from current year's taxable income, whereas participant
contributions under the thrift option are included in current
year's taxable income. The Company contributes one-half of the
first 6% of eligible pay contributed by participants.
The Plan accepts rollovers of employees' eligible rollover
distributions from other qualified plans.
- 14 -
1. GENERAL DESCRIPTION OF THE PLAN (Continued)
There are seven investment fund choices offered for
participant contributions: the BGE Common Stock Fund, the
Interest Income Fund and five mutual funds. The Interest Income
Fund is managed by T. Rowe Price Stable Asset Management, Inc.
The mutual funds consist of the T. Rowe Price Balanced Fund, the
T. Rowe Price Equity Income Fund, the T. Rowe Price Growth Stock
Fund, the T. Rowe Price Small Cap Value Fund and the T. Rowe
Price International Stock Fund (mutual funds). All Company
contributions are initially invested by the Trustee in the BGE
Common Stock Fund.
Participant and Company matching contributions are sent,
each pay period, to the Trustee, who invests participant
contributions as designated, either in (1) the BGE Common Stock
Fund for the purchase (in the open market) or other acquisition
(as described in Note 2) of shares of the Company's common
stock; (2) the T. Rowe Price Balanced Fund, the T. Rowe Price
Equity Income Fund, the T. Rowe Price Growth Stock Fund, the T.
Rowe Price Small Cap Value Fund and the T. Rowe Price
International Stock Fund for the purchase of mutual fund shares;
or (3) the Interest Income Fund, as more fully described below.
Dividends and earnings received on any shares held in
participants' accounts, except for the shares of Company common
stock held in their employee stock accounts, whether in the BGE
Common Stock Fund, or the mutual funds are automatically used to
purchase or otherwise acquire additional shares for reinvestment
in the corresponding fund, and all earnings on each
participant's investment in the Interest Income Fund are
automatically reinvested in that fund.
Dividends received on shares of Company common stock held in
a participant's employee stock account are invested by the
Trustee in income-producing investments. Annually, a check is
sent to the participant representing the total dividends
credited to the participant's employee stock account. Any
income earned on the dividends is not paid out annually, but is
used to purchase or otherwise acquire additional shares of
Company common stock for reinvestment in the participant's
employee stock account.
The total number of common stock or mutual fund shares
purchased for any participant depends upon: (1) the
participant's eligible pay; (2) the amount of the participant's
eligible pay that is contributed; (3) the amount of that
contribution which is designated for investment in the BGE
Common Stock Fund or the mutual funds; (4) the amount of Company
matching contributions invested in the BGE Common Stock Fund;
(5) the reinvested dividends and earnings on each investment
fund; and (6) the price of common stock or mutual fund shares,
at the time of purchase, for each investment fund.
- 15 -
1. GENERAL DESCRIPTION OF THE PLAN (Continued)
Amounts held in the Interest Income Fund are invested in
contracts issued by insurance companies or other financial
institutions and in short term investments. Each contract
specifies a fixed or variable rate of interest for a certain
period of time. The interest rate earned by the Interest Income
Fund is a blend of the rates under the various investments. The
annual effective rates for 1995 and 1994 were 6.23 and 6.60%,
respectively. The crediting interest rates as of December 31,
1995 and 1994 were 6.27% and 6.35%, respectively. At December
31, 1995, there were no investments in the aggregate contracts
of any issuer which exceeded 5% of net assets available for
benefits in the Interest Income Fund. At December 31, 1994,
approximately 6.45% and 6.09% of net assets available for
benefits in the Fixed Rate Fund were invested in contracts
issued by Principal Mutual and New York Life respectively.
Contracts included in the Interest Income Fund have been
reported at their contract value, which approximates fair market
value. All the investments in this fund are held for purposes
other than trading.
Participants have the right, once a month, to change the
amount of their payroll deductions. Participants also have the
right to change, on a daily basis, the percentage of their
future contributions being invested in each of the seven
investment funds as provided in the Plan.
In addition, participants are allowed to initiate, on a
daily basis, a transfer of the value of their contributions,
including earnings, among the seven investment funds.
Furthermore, as of the beginning of the calendar year in which
participants reach age 56, they may transfer, monthly, the value
of their Company contributions and employee stock account among
the seven investment funds.
Under a loan program, participants may borrow up to one-half
of their total account balance, with a minimum of $1,000 and a
maximum of $50,000. Participants may elect up to five years to
repay the loan, unless the loan is used for the purchase of a
principal residence, in which case they may elect up to thirty
years for repayment. Loans are repaid through regular payroll
deductions or by direct payments from the participants and two
loans at a time are allowed for each participant. The interest
rate on amounts borrowed is set at the time the loan is executed
and remains in effect for the duration of the loan. The
interest rate for loans is equal to the prime rate plus 1% on
the last day of the month preceding the month the loan is
initiated.
The Plan allows participants to postpone, until withdrawal
or distribution, any income tax liability on (1) all Company
contributions; (2) participant contributions under the deferred
compensation option; and (3) earnings on their contributions and
Company contributions. Participant contributions under the
thrift option are included in current year's taxable income.
- 16 -
1. GENERAL DESCRIPTION OF THE PLAN (Continued)
Withdrawals of thrift contributions and Company
contributions, including earnings, are allowed to be initiated
on a daily basis. All contributions held in participants'
accounts are immediately 100% vested. However, participants who
withdraw unmatured basic contributions (contributions of up to
the first 6% of the participant's eligible pay that had not
remained in the Plan for two full calendar years) are suspended
from making payroll contributions to the Plan for twelve months.
Distributions to participants who retire or terminate active
employment are automatically deferred until they either reach
age 65 or cease active employment, whichever is later, unless
they request an earlier or later distribution. Generally,
participants who reach age 70 1/2 must begin receiving their
Plan distribution by April 1 of the following year, whether or
not they are actively employed. Furthermore, active employees
who attain age 59 1/2 may request to receive a distribution of
their deferred compensation account balances.
The Plan is administered by the Manager, Staff Services
Department of the Company, as Plan Administrator.
Administrative fees charged by institutions which issue
contracts for the Interest Income Fund are reflected in the
effective rate earned by the fund. All other fees and expenses
of the Plan, including those of the Trustee, are currently paid
by the Company. Brokerage fees, commissions and transfer taxes
associated with the purchase, sale, or transfer of shares of
common stock for the BGE Common Stock Fund and mutual fund
shares for the five mutual funds are borne by those funds.
Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to
the provisions of ERISA.
On September 25, 1995 the Company and Potomac Electric Power
Company (PEPCO) announced plans to merge into a new company,
Constellation Energy Corporation (CEC). The merger is expected
to occur in 1997 after receiving approval from various
regulatory agencies. Upon completion of the merger, Company
shareholders, including participants in the Plan, will receive
one share of CEC common stock for each share of Company common
stock owned, while PEPCO shareholders will receive 0.997 shares
of CEC common stock for each PEPCO share owned. Like the
Company, PEPCO, currently offers their employees a defined
contribution plan. The effect of the merger on the Plan has not
yet been determined.
- 17 -
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan are prepared under the
accrual method of accounting.
Shares of common stock for participant contributions and
Company matching contributions currently are purchased for the
BGE Common Stock Fund on the open market, through new issuances
or by other acquisition. Mutual fund shares for the T. Rowe
Price Mutual Funds are purchased on the open market, except that
the Trustee purchases from time to time a small number of shares
at current market value from participants making withdrawals or
interfund transfers or obtaining loans from the Plan. The cost
of shares sold from the BGE Common Stock Fund and the T. Rowe
Price Mutual Funds, as a result of participant distributions,
withdrawals, interfund transfers or loans, is determined under
the average cost method.
Withdrawals and distributions to participants are recorded
when paid.
Leveraging provisions are included in the Plan, but these
provisions have not yet been utilized.
Shares of common stock in the BGE Common Stock Fund held by
T. Rowe Price Trust Company (previously Bankers Trust Company)
are valued as of December 31, 1995 and 1994, using the quoted
closing market price as reported by the "NYSE--Composite
Transactions" published in the eastern edition of The Wall
Street Journal. Mutual fund shares held in the T. Rowe Price
Mutual Funds and the Vanguard Mutual Funds, are valued as of
December 31, 1995 and 1994 respectively, using the net asset
value price of such shares as quoted by the "Mutual Fund
Quotations" for such date in the eastern edition of The Wall
Street Journal. Participant loans are valued at cost which
approximates fair value.
The Plan's investments are stated at fair value except for
the various contracts issued by insurance companies or other
financial institutions, under the Interest Income Fund
(previously the Fixed Rate Fund), which are fully benefit-
responsive and are stated at contract value. Contract value is
equal to the aggregate of the net contributions and earnings
thereon.
The Plan presents in the Statement of Changes in Net Assets
Available for Benefits the net appreciation (depreciation) in
the fair value of its investments which consists of realized
gains or losses and unrealized appreciation (depreciation) on
those investments.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
- 18 -
3. SECURITIES HELD IN TRUST
Shown below are the shares, with respective market value and
cost, which were held in trust in the BGE Common Stock Fund and
the mutual funds on December 31, 1995 and 1994 .
SHARES HELD MARKET
IN TRUST VALUE COST
BGE COMMON STOCK FUND
December 31, 1995 10,670,321 $304,105,431 $211,081,564
December 31, 1994 10,384,996 $229,768,037 $199,145,551
MORGAN FUND
December 31, 1995 0 0 0
December 31, 1994 762,475 $8,661,727 $9,127,698
WINDSOR FUND
December 31, 1995 0 0 0
December 31, 1994 1,995,311 $25,120,961 $26,432,638
T. ROWE PRICE BALANCED FUND
December 31, 1995 94,359 $1,247,428 $1,223,896
T. ROWE PRICE EQUITY INCOME FUND
December 31, 1995 1,880,172 $37,622,250 $34,287,071
T. ROWE PRICE GROWTH STOCK FUND
December 31, 1995 668,552 $15,610,682 $14,950,021
T. ROWE PRICE SMALL CAP VALUE FUND
December 31, 1995 240,651 $3,977,965 $4,027,704
T. ROWE PRICE INTERNATIONAL STOCK FUND
December 31, 1995 139,749 $1,709,124 $1,703,673
4. TAX STATUS
The Company has received the latest favorable determination
letter from the Internal Revenue Service, dated November 22,
1994, with respect to the Plan as restated effective June 30,
1994, qualifying the Plan as a stock bonus plan under Section
401 of the Internal Revenue Code (Code) and an employee stock
ownership plan under Section 4975(e)(7) of the Code and
exempting the Plan from federal income tax under Section 501 of
the Code.
- 19 -
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available
for benefits per the financial statements to the Form 5500:
December 31,
1995 1994
Net assets available
for benefits per
the financial
statements $520,864,917 $409,582,098
Amounts requested by
participants for
withdrawals and
distributions at
December 31, but
not yet paid (352,661) (1,659,655)
_____________ _____________
Net assets available
for benefits
per the Form 5500 $520,512,256 $407,922,443
============= =============
The following is a reconciliation of withdrawals and
distributions paid to participants per the financial statements
to the Form 5500:
Year ended
December 31, 1995
Withdrawals and distributions paid
to participants per the
financial statements $33,546,952
Add:
Amounts requested by participants for
withdrawals and distributions at
December 31, 1995 but not yet paid 352,661
Less:
Amounts requested by participants for
withdrawals and distributions at
December 31, 1994 but not yet paid (1,659,655)
_____________
Withdrawals and distributions to
participants per the Form 5500 $32,239,958
=============
Withdrawals and distributions to participants recorded on
the Form 5500 for benefit claims include amounts that have been
processed and approved for payment prior to December 31 but not
yet paid as of that date.
- 20 -
Page 1 of 4
Baltimore Gas and Electric Company (EIN 52-0280210)
T. Rowe Price, Trustee - Baltimore Gas and Electric Company
Employee Savings Plan
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1995
Current Maturity
Identity of Issue Description of Asset Cost Value Date
*
Group Annuity Contract with Insurance Company Guaranteed
Allstate Life Insurance Interest Contract - 50% 12/31/96
Company (GA 5285) Guaranteed Interest - 7.52% $6,593,942 $6,593,942 Balance 6/30/97
Group Annuity Contract with Insurance Company Guaranteed
Allstate Life Insurance Interest Contract - 50% 4/1/96
Company (GA 5518) Guaranteed Interest - 4.53% 4,134,753 4,134,753 Balance 10/1/96
Group Annuity Contract with Insurance Company Guaranteed
Canada Life Assurance Interest Contract -
Company (P-45870) Guaranteed Interest - 7.20% 3,115,901 3,115,901 6/15/2000
Group Annuity Contract with Insurance Company Guaranteed
Canada Life Assurance Interest Contract -
Company (P-45904) Guaranteed Interest - 6.31% 6,083,049 6,083,049 12/15/2000
Group Annuity Contract with Insurance Company Guaranteed
Canada Life Assurance Interest Contract -
Company (P-45908) Guaranteed Interest - 6.23% 1,515,478 1,515,478 10/16/2000
Group Annuity Contract with Insurance Company Guaranteed
Continental Assurance Interest Contract -
Company (GP-24100) Guaranteed Interest - 6.32% 5,249,942 5,249,942 9/15/2000
Group Annuity Contract with Insurance Company Guaranteed 33% 9/30/96
CDC BRIC Interest Contract - 50% 3/31/97
Company (BR-154-01) Guaranteed Interest - 6.98% 10,171,520 10,171,520 Balance 9/30/97
Group Annuity Contract with Insurance Company Guaranteed Various Maturities
Metropolitan Life Insurance Interest Contract - 3/31 - 9/30/97
(GA-13307-069) Guaranteed Interest - 5.75% 6,343,855 6,343,855 Balance 3/31/98
Group Annuity Contract with Insurance Company Guaranteed Various Maturities
New York Life Interest Contract - 4/1/96 - 3/31/98
(GA-06750-001) Guaranteed Interest - 5.15% 13,660,057 13,660,057 Balance 09/30/98
Group Annuity Contract with Insurance Company Guaranteed Excess > $3.7 Mil
New York Life Interest Contract - 9/30/98
(GA-06750-002) Guaranteed Interest - 6.35% 8,328,846 8,328,846 Balance 3/31/99
Group Annuity Contract with Insurance Company Guaranteed 33.3% 9/30/96
Peoples Security Life Interest Contract - 50% 3/31/97
(BDA00451FR) Guaranteed Interest - 7.04% 10,174,372 10,174,372 Balance 9/30/97
Group Annuity Contract with Insurance Company Guaranteed 33.3% 4/1/97
Principal Mutual Interest Contract - 50% 10/1/97
(4-05026-001) Guaranteed Interest - 5.85% 6,775,826 6,775,826 Balance 4/1/98
(Continued on next page)
* Current Value of the guaranteed investment contracts equal contract value.
- 21 -
Page 2 of 4
Baltimore Gas and Electric Company (EIN 52-0280210)
T. Rowe Price, Trustee - Baltimore Gas and Electric Company
Employee Savings Plan
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1995
Current Maturity
Identity of Issue Description of Asset Cost Value Date
*
Group Annuity Contract with Insurance Company Guaranteed
Principal Mutual Interest Contract - 50% 06/30/98
(4-05026-002) Guaranteed Interest - 5.17% $16,454,053 $16,454,053 Balance 12/31/98
Group Annuity Contract with Insurance Company Guaranteed
Protective Life Interest Contract -
(1174) Guaranteed Interest - 7.18% 3,150,279 3,150,279 3/15/2000
Group Annuity Contract with Insurance Company Guaranteed
Prudential Interest Contract - 50% 09/30/96
(GA-7088-212) Guaranteed Interest - 7.44% 6,311,371 6,311,371 Balance 09/30/97
Group Annuity Contract with Insurance Company Guaranteed
Prudential Interest Contract - 50% 01/31/99
(GA-7088-213) Guaranteed Interest - 6.48% 8,028,440 8,028,440 Balance 05/31/99
Group Annuity Contract with Insurance Company Guaranteed
Transamerica Occ. Interest Contract - 50% 09/15/99
(51266-00) Guaranteed Interest - 7.16% 7,787,549 7,787,549 Balance 12/15/99
**Baltimore Gas and Electric Company Common Stock - no par 211,081,564 304,105,431 -
T. Rowe Price International Stock Mutual Fund 1,703,673 1,709,124 -
T. Rowe Price Growth Stock Fund Mutual Fund 14,950,021 15,610,682 -
T. Rowe Price Small Cap Value Fund Mutual Fund 4,027,704 3,977,965 -
T. Rowe Price Balanced Fund Mutual Fund 1,223,896 1,247,428 -
T. Rowe Price Equity Income Fund Mutual Fund 34,287,071 37,622,250 -
**Loan Fund (Interest) Participant Loan Fund - 26,097,091 -
Interest Range 8.25 - 9.75%
T. Rowe Price Prime Reserve FundMoney Market Mutual Fund 1,908,391 1,908,391 -
T. Rowe Price Short Term Money Market Bank Account 352,661 352,661
Distribution Account
General Employee Benefit Trust Short-Term Investment Fund;
of Bankers Trust Company - Fluctuating Interest Rates;
Short-Term Investment Funds Valued at Book Value of fund
at time of purchase 17 17 -
____________ ____________
Total 393,414,231 516,510,273
========== ==========
* Current Value of the guaranteed investment contracts equal contract value.
**Parties-in-Interest
- 22 -
Page 3 of 4
Baltimore Gas and Electric Company (EIN 52-0280210)
T. Rowe Price, Trustee-Baltimore Gas and Electric Company Employee Savings Plan
27(d) Schedule of Reportable Transactions
Cumulative Tranactions by Issue Exceeding 5% of Portfolio Value
During Plan Year 1995
Number Number
of of
Security Description Sales Proceeds Gain Purchases Cost
*Baltimore Gas and Electric
Company Common Stock-no par 73 $22,966,211 $3,931,479 101 $39,358,705
Vanguard Windsor Fund 27 36,768,096 3,598,735 67 6,736,724
Directed Account
Short-Term Investment Fund
General Employee
Benefit Trust 138 46,575,980 0 179 44,818,463
--- ----------- ---------- ----- ------------
Total 238 $106,310,287 $7,530,214 347 $90,913,892
*Parties-in-interest
-23-
Page 4 of 4
Baltimore Gas and Electric and Company (EIN 52-0280210)
T. Rowe Price, Trustee-Baltimore Gas and Electric Company Employee Savings Plan
27(d) Schedule of Reportable Transactions
Single Transactions Exceeding 5% of Portfolio Value During Plan Year 1995
Selling Cost of Current Value Net
Party Involved/Security Name Price Asset of Asset Gain
Miscellaneous/
Vanguard Windsor Fund 15.010 $26,774,999 $30,125,805 $3,350,806
2,007,049 Units
----------- ----------- ----------
Total $26,774,999 $30,125,805 $3,350,806
-24-