FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
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
_____________________________________
/s/ D. L. Featherstone
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, 1994 and 1993 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 of the Plan as of December 31, 1994 and 1993, 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, 1994 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 9, 1995
- 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. 33-49801, 33-45260, 33-33559, 33-57658, 33-57704, 33-50329,
33-45258, and 33-50331) of our report dated June 9, 1995
accompanying the financial statements and supplemental schedules
of the Baltimore Gas and Electric Company Employee Savings Plan
as of December 31, 1994 and 1993 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 22, 1995
- 4 -
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
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.
- 5 -
Baltimore Gas and
Electric Company
Employee Savings Plan
Statement of Net Assets
Available for Benefits
December 31, 1993
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) $281,462,425 $254,952,445 $0 $6,710,743 $19,799,237 $0
Value of guaranteed
investment contracts 114,412,667 0 114,412,667 0 0 0
Loans outstanding to
plan participants 21,690,757 0 0 0 0 21,690,757
Short-term investments 3,488,741 2,011,369 1,388,806 25,313 63,253 0
Accrued dividends
receivable 5,208,252 3,708,446 0 1,499,806 0 0
Accrued interest
receivable 294,208 3,538 290,220 162 288 0
Accounts receivable 2,986,895 523,384 198,507 64,916 1,902,594 297,494
-------------- -------------- -------------- -------------- -------------- --------------
Total 429,543,945 261,199,182 116,290,200 8,300,940 21,765,372 21,988,251
-------------- -------------- -------------- -------------- -------------- --------------
Liabilities
Accounts payable 3,687,990 994,521 349,262 789,492 108,845 1,445,870
-------------- -------------- -------------- -------------- -------------- --------------
Total 3,687,990 994,521 349,262 789,492 108,845 1,445,870
-------------- -------------- -------------- -------------- -------------- --------------
Net assets available
for benefits $425,855,955 $260,204,661 $115,940,938 $7,511,448 $21,656,527 $20,542,381
=========== =========== =========== =========== =========== ===========
The accompanying notes
are an integral part of
the financial statements.
- 6 -
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)
- 7 -
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 Morgan
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
-------------- -------------- -------------- -------------- -------------- --------------
Total (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 1,839,336 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.
- 8 -
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Changes in Net Assets
Available for Benefits
For the Year Ended December 31,
1993
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 $27,425,202 $10,845,395 $11,523,882 $1,841,762 $3,214,163 $0
Participant rollover
contributions 161,413 43,620 59,176 20,758 37,859 0
Employer matching contributions
Company stock fund 9,010,434 9,010,434 0 0 0 0
-------------- -------------- -------------- -------------- -------------- --------------
Total 36,597,049 19,899,449 11,583,058 1,862,520 3,252,022 0
-------------- -------------- -------------- -------------- -------------- --------------
Income:
Dividends
Stock funds 13,830,959 11,257,466 0 820,026 1,753,467 0
Employee stock accoun 3,140,040 3,140,040 0 0 0 0
Interest 7,708,127 0 7,708,127 0 0 0
Pooled funds 106,939 79,126 23,493 1,472 2,848 0
Interest on participant loans 1,521,617 0 0 0 0 1,521,617
-------------- -------------- -------------- -------------- -------------- --------------
Total 26,307,682 14,476,632 7,731,620 821,498 1,756,315 1,521,617
-------------- -------------- -------------- -------------- -------------- --------------
Participant loan repayments 0 4,237,840 2,788,867 260,156 546,953 (7,833,816)
-------------- -------------- -------------- -------------- -------------- --------------
Total 0 4,237,840 2,788,867 260,156 546,953 (7,833,816)
-------------- -------------- -------------- -------------- -------------- --------------
Participant interfund
transfers (net) 0 (4,049,036) 3,530,668 110,419 407,949 0
-------------- -------------- -------------- -------------- -------------- --------------
Total 0 (4,049,036) 3,530,668 110,419 407,949 0
-------------- -------------- -------------- -------------- -------------- --------------
(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,
1993
(Continued)
Investment Funds
Vanguard/
BGE Common Fixed Morgan
Total Stock Fund Rate Fund Growth Fund Windsor Fund Loan Fund
-------------- -------------- -------------- -------------- -------------- --------------
Additions and Net
Investment Activity (Continued)
- -------------------------------
Appreciation on investments:
Net appreciation
of common stock $18,922,373 $18,922,373 $0 $0 $0 $0
Net appreciation
(depreciation)
of mutual funds 1,110,385 0 0 (343,005) 1,453,390 0
-------------- -------------- -------------- -------------- -------------- --------------
Total 20,032,758 18,922,373 0 (343,005) 1,453,390 0
-------------- -------------- -------------- -------------- -------------- --------------
Total additions and net
investment activity 82,937,489 53,487,258 25,634,213 2,711,588 7,416,629 (6,312,199)
-------------- -------------- -------------- -------------- -------------- --------------
Distributions:
Withdrawal and distribution
payments to participants (21,535,712) (14,125,768) (6,572,769) (160,751) (564,824) (111,600)
Loans to participants 0 (6,064,162) (3,991,658) (343,919) (876,155) 11,275,894
------------ -------------- -------------- -------------- -------------- --------------
Total Distributions (21,535,712) (20,189,930) (10,564,427) (504,670) (1,440,979) 11,164,294
------------ -------------- -------------- -------------- -------------- --------------
Increase in net assets 61,401,777 33,297,328 15,069,786 2,206,918 5,975,650 4,852,095
Net assets available
for benefits,
beginning of year 364,454,178 226,907,333 100,871,152 5,304,530 15,680,877 15,690,286
-------------- -------------- -------------- -------------- -------------- --------------
Net assets available
for benefits,
end of year $425,855,955 $260,204,661 $115,940,938 $7,511,448 $21,656,527 $20,542,381
=========== =========== =========== =========== =========== ===========
The accompanying notes are an
integral part of the financial
statements.
- 10 -
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), has
established the Baltimore Gas and Electric Company Employee
Savings Plan (Plan) and Trust Agreement, with Bankers Trust
Company as Trustee. 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.
There are four investment fund choices offered for
participant contributions: the BGE Common Stock Fund, the Fixed
Rate Fund and two mutual funds. Both mutual funds, the
Vanguard/Morgan Growth Fund ("Morgan Fund") and the Windsor
Fund, are managed by The Vanguard Group of Investment Companies.
All Company contributions are invested by the Trustee in the BGE
Common Stock Fund.
Participant and Company matching contributions are sent, not
less than once a month, 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 Morgan Fund for the purchase of mutual fund
shares directly from The Vanguard Group of Investment Companies;
(3) the Windsor Fund for the purchase of mutual fund shares
directly from The Vanguard Group of Investment Companies; or (4)
the Fixed Rate Fund, as more fully described below. Company
matching contributions are initially invested in the BGE Common
Stock Fund.
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, the Morgan Fund or the Windsor Fund, 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 Fixed Rate Fund
are automatically reinvested in that fund.
- 11 -
1. GENERAL DESCRIPTION OF THE PLAN (Continued)
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, the Morgan Fund or the Windsor Fund; (4) the
amount of Company matching contributions invested in the BGE
Common Stock Fund; (5) the reinvested dividends and earnings on
each investment fund; (6) the reinvested capital gains/losses on
the Morgan Fund or Windsor Fund; and (7) the price of common
stock or mutual fund shares, at the time of purchase, for each
investment fund.
Amounts held in the Fixed Rate Fund are invested in
contracts issued by insurance companies or other financial
institutions. Each contract specifies a fixed rate of interest
for a certain period of time. The interest rate earned by the
Fixed Rate Fund is a weighted average of the rates under the
various contracts. The annual effective rates for the calendar
years 1994 and 1993 were 6.60 % and 7.49%, respectively. At
December 31, 1994, approximately 6.45% and 6.09% of net assets
available for benefits were invested in contracts issued by
Principal Mutual and New York Life respectively. At December
31, 1993, approximately 8.35% and 6.94% of net assets available
for benefits were invested in contracts issued by Metropolitan
Life Insurance Company and Principal Mutual Life Insurance
Company respectively. Contracts included in the Fixed Rate 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 as well as the percentage of
their contributions being invested in each of the four
investment funds as provided in the Plan.
In addition, participants are allowed monthly to transfer
the value of their contributions, including earnings, among the
four 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 four investment funds.
- 12 -
1. GENERAL DESCRIPTION OF THE PLAN (Continued)
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 only
one loan at a time is allowed by 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 set by the Plan Administrator and is
based on prevailing interest rates charged for similar loans by
local financial institutions.
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.
Withdrawals of thrift contributions and Company
contributions, including earnings, are allowed monthly. 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 Fixed Rate 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 two mutual funds are borne by those funds.
- 13 -
1. GENERAL DESCRIPTION OF THE PLAN (Continued)
Effective July 1, 1995, the Company intends to amend the
Plan and Bankers Trust will be replaced by T. Rowe Price Trust
Company as trustee. Significant amendments include: (1)
Expanding and changing the investment fund choices for
participant contributions to include the BGE Common Stock Fund,
the Interest Income Fund (formerly the Fixed Rate Fund), and
five T. Rowe Price mutual funds. The Morgan Fund and Windsor
Fund will no longer be available as investment options. In
anticipation of this change, effective March 31, 1995, T. Rowe
Price took over management of the Fixed Rate Fund assets. (2)
Replacing the monthly valuation of Plan balances with daily
valuations. As part of this change, participants will be
allowed to request and execute transfers among investment funds,
withdrawals, distributions, and loans more frequently than once
a month. (3) Increasing the number of loans a participant may
have outstanding at any time from one to two and basing the loan
interest rate on the prime rate plus 1%. (4) Reducing the
period of time before an employee becomes eligible to make
contributions from one year to one month (three months in the
case of employees of certain subsidiaries of the Company).
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.
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 Morgan Fund
and the Windsor Fund are purchased directly from The Vanguard
Group of Investment Companies, except that the Trustee purchases
from time to time a small number of shares at current market
value from participants withdrawing from the Plan or making
interfund transfers. The cost of shares sold from the BGE
Common Stock Fund, the Morgan Fund and the Windsor Fund, as a
result of participant distributions, withdrawals, interfund
transfers or loans, are 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
Bankers Trust Company are valued as of December 31, 1994 and
1993, using the quoted closing market price as reported by the
"NYSE--Composite Transactions" published in the eastern edition
- 14 -
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
of The Wall Street Journal. Mutual fund shares held in the
Morgan Fund and the Windsor Fund are valued as of December 31,
1994 and 1993 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 Fixed Rate Fund, which are
stated at contract value. Contract value is equal to the
aggregate of the net contributions and earnings thereon. AICPA
Statement of Position 94-4, which must be adopted in 1995,
requires the Plan to report fully benefit-responsive investment
contracts at contract value, and all other investment contracts
at fair value. Adoption of this statement is not expected to
have a material impact on the Plan's financial statements
because the current investment contracts are fully benefit-
responsive.
The Trustee may keep for short periods any portion of
contributions designated for investment in any of the four
investment funds in cash or a pooled interim investment fund
consisting of short-term investments as provided by the Trust
Agreement with Bankers Trust Company, Trustee.
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 the realized
gains or losses and the unrealized appreciation (depreciation)
on those investments.
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, the
Morgan Fund and the Windsor Fund on December 31, 1994 and 1993.
SHARES HELD MARKET
IN TRUST VALUE COST
BGE COMMON STOCK FUND
December 31, 1994 10,384,996 $229,768,037 $199,145,551
December 31, 1993 10,047,387 $254,952,445 $187,381,268
MORGAN FUND
December 31, 1994 762,475 $8,661,727 $9,127,698
December 31, 1993 558,763 $6,710,743 $6,830,065
WINDSOR FUND
December 31, 1994 1,995,311 $25,120,961 $26,432,638
December 31, 1993 1,423,382 $19,799,237 $18,352,863
- 15 -
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.
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,
1994 1993
Net assets available
for benefits per
the financial
statements $409,582,098 $425,855,955
Amounts requested by
participants for
withdrawals and
distributions at
December 31, but
not yet paid (1,659,655) (1,218,624)
_____________ _____________
Net assets available
for benefits
per the Form 5500 $407,922,443 $424,637,331
============= =============
- 16 -
The following is a reconciliation of withdrawals and
distributions paid to participants per the financial statements
to the Form 5500:
Year ended
December 31, 1994
Withdrawals and distributions paid
to participants per the
financial statements $40,216,331
Add:
Amounts requested by participants for
withdrawals and distributions at
December 31, 1994 but not yet paid 1,659,655
Less:
Amounts requested by participants for
withdrawals and distributions at
December 31, 1993 but not yet paid (1,218,624)
_____________
Withdrawals and distributions to
participants per the Form 5500 $40,657,362
=============
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.
- 17 -
Page 1 of 3
Baltimore Gas and Electric
Company (EIN 52-0280210)
Bankers Trust Company, Trustee
- Baltimore Gas and Electric
Company Employee Savings Plan
Item 27(a) - Schedule of
Assets Held for Investment
Purposes
December 31, 1994
Current Maturity
Identity of Issue Description of Asset Cost Value Date
*
Group Annuity Contract with Insurance Company Guaranteed
Allstate Life Insurance Interest Contract -
Company (GA 5285) Guaranteed Interest - 7.52% $7,345,323 $7,345,323 04/01/97
Group Annuity Contract with Insurance Company Guaranteed
Allstate Life Insurance Interest Contract -
Company (GA 5518) Guaranteed Interest - 4.53% 7,074,470 7,074,470 10/01/96
Group Annuity Contract with Insurance Company Guaranteed
CDC BRIC Interest Contract - 33.3% 9/30/96
Company (154-01) Guaranteed Interest - 6.98% 10,165,881 10,165,881 50% 3/31/97
All 9/30/97
Group Annuity Contract with Insurance Company Guaranteed
Metropolitan Life Insurance Interest Contract -
(11809-0) Guaranteed Interest - 9.00% 9,647,032 9,647,032 03/31/95
Group Annuity Contract with Insurance Company Guaranteed
Metropolitan Life Insurance Interest Contract -
(13307) Guaranteed Interest - 5.75% 7,189,095 7,189,095 03/31/98
Group Annuity Contract with Insurance Company Guaranteed
New York Life Interest Contract -
(06750) Guaranteed Interest - 5.15% 15,572,890 15,572,890 09/30/98
Group Annuity Contract with Insurance Company Guaranteed Excess > $3.7 Mil
New York Life Interest Contract - 9/30/98
(06750002) Guaranteed Interest - 6.35% 9,384,672 9,384,672 All 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% 4,384,912 4,384,912 All 9/30/97
Group Annuity Contract with Insurance Company Guaranteed
Principal Mutual Interest Contract -
Guaranteed Interest - 5.85% 7,671,258 7,671,258 04/01/98
Group Annuity Contract with Insurance Company Guaranteed
Principal Mutual Interest Contract -
(4-05026-02) Guaranteed Interest - 5.17% 18,752,902 18,752,902 09/30/98
Group Annuity Contract with Insurance Company Guaranteed
Prudential Interest Contract -
(7088-211) Guaranteed Interest - 6.74% 3,174,130 3,174,130 09/30/95
Group Annuity Contract with Insurance Company Guaranteed
Prudential Interest Contract - 50% 09/30/96
(7088-212) Guaranteed Interest - 7.44% 7,009,558 7,009,558 All 09/30/97
(Continued on next page)
* Current Value of the guaranteed
investment contracts equal contract
value
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Page 2 of 3
Baltimore Gas and Electric Company
(EIN 52-0280210)
Bankers Trust Company, Trustee -
Baltimore Gas and Electric Company
Employee Savings Plan
Item 27(a) - Schedule of Assets Held
for Investment Purposes
December 31, 1994
Current Maturity
Identity of Issue Description of Asset Cost Value Date
*
Group Annuity Contract with Insurance Company Guaranteed
Prudential Interest Contract -
(7088-213) Guaranteed Interest - 6.48% $8,667,621 $8,667,621 3/31/99
Group Annuity Contract with Insurance Company Guaranteed
Travelers Interest Contract -
(14576) Guaranteed Interest - 8.95% 3,050,351 3,050,351 06/30/95
* Baltimore Gas and Electric Company Common Stock - no par 199,145,551 229,768,037 -
Vanguard / Morgan Growth Fund Mutual Fund 9,127,698 8,661,727 -
Windsor Fund Mutual Fund 26,432,638 25,120,961 -
* Loan Fund (Interest) Participant Loan Fund - 23,878,730 -
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 2,925,088 2,925,088 -
____________ ____________
Total $356,721,070 $409,444,638
========== ==========
* Parties-in-Interest
* Current Value of the guaranteed
investment contracts equal contract
value
- 19 -
Page 3 of 3
Baltimore Gas and Electric Company
(EIN 52-0280210)
Bankers Trust Company, Trustee -
Baltimore Gas and Electric Company
Employee Savings Plan
27(d) Schedule of Reportable
Transactions
Cumulative Transactions by Issue
Exceeding 5% of Portfolio Value
During Plan Year 1994
Number Number
of of
Security Description Sales Proceeds Gain Purchases Cost
* Baltimore Gas and Electric Company
Common Stock - no par 79 $20,465,367 $3,615,036 138 $33,563,669
Directed Account
Short-Term Investment Fund
General Employee Benefit Trust 249 75,183,567 0 363 74,635,274
______ ___________ __________ _______ _____________
Total 328 $95,648,934 $3,615,036 501 $108,198,943
====== ========= ======== ======== =============
* Parties-in-Interest
- 20 -