SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1999
Commission file number: 1-12869
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Constellation Energy Group, Inc.
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:
Constellation Energy Group, Inc.
250 W. Pratt St.
Baltimore, Maryland 21201
1
<PAGE>
SIGNATURES
The Plan: Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
CONSTELLATION ENERGY GROUP, INC.
EMPLOYEE SAVINGS PLAN
By: /s/ Richard D. Honaker
-----------------------------------
Date: June 28, 2000 Richard D. Honaker
Plan Administrator
2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of the
Constellation Energy Group, Inc.
Employee Savings Plan
We have audited the accompanying statements of net assets available for benefits
with fund information of the Constellation Energy Group, Inc. Employee Savings
Plan (the Plan), formerly the Baltimore Gas and Electric Company Employee
Savings Plan, as of December 31, 1999 and December 31, 1998 and the related
statements of changes in net assets available for benefits with fund information
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 provides 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, 1999 and 1998, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of financial
information for the year ended December 31, 1999 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure 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 for each fund. The supplemental schedule is the responsibility of the
plan's management. The supplemental schedule 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.
/s/ Mitchell & Titus L.L.P.
---------------------------
Washington, DC
June 7, 2000
3
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectuses of
Constellation Energy Group, Inc. on Form S-8 (File No. 333-45051-99) and Forms
S-3 (File Nos. 333-36380, 333-59601-99, and 333-24705) and of Baltimore Gas and
Electric Company on Form S-3 (File No. 333-66015) of our report dated June 7,
2000 on the financial statements and supplemental schedule of the Constellation
Energy Group, Inc. Employee Savings Plan for the year ended December 31, 1999,
which report is included in this Annual Report on Form 11-K.
/s/ Mitchell & Titus L.L.P.
----------------------------
Washington, DC
June 7, 2000
4
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Page 1 of 1
Constellation Energy Group, Inc.
Employee Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1999
<TABLE>
<CAPTION>
Constellation
Energy Interest Income Mutual
Total Common Stock Fund Fund Funds Loan Fund
-------------- -------------- -------------- -------------- --------------
Assets
Value of securities
<S> <C> <C> <C> <C> <C>
held in trust $581,222,786 $320,936,562 $0 $260,286,224 $0
Value of guaranteed
investment contracts 121,803,873 0 121,803,873 0 0
Loans outstanding to
plan participants 27,666,731 0 0 0 27,666,731
Short-term investments 4,974,611 607,177 4,349,368 18,066
Accrued dividends
receivable 4,626,840 4,626,840 0 0 0
Accrued interest
receivable 1,086 0 0 0 1,086
Accounts receivable 274,704 2,180 252,524 20,000 0
-------------- -------------- -------------- -------------- --------------
Total 740,570,631 326,172,759 126,405,765 260,324,290 27,667,817
-------------- -------------- -------------- -------------- --------------
Liabilities
Accounts payable 239,541 69,642 169,899 0 0
-------------- -------------- -------------- -------------- --------------
Total 239,541 69,642 169,899 0 0
-------------- -------------- -------------- -------------- --------------
Net assets available
for benefits $740,331,090 $326,103,117 $126,235,866 $260,324,290 $27,667,817
============ ============ ============ ============ ============
</TABLE>
See accompanying notes to the financial statements.
5
<PAGE>
Page 1 of 1
Constellation Energy Group, Inc.
Employee Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1998
<TABLE>
<CAPTION>
Constellation
Energy Interest Income Mutual
Total Common Stock Fund Fund Funds Loan Fund
-------------- -------------- -------------- -------------- --------------
Assets
Value of securities
<S> <C> <C> <C> <C> <C>
held in trust $539,823,941 $324,473,557 $0 $215,350,384 $0
Value of guaranteed
investment contracts 115,465,530 0 115,465,530 0 0
Loans outstanding to
plan participants 28,891,912 0 0 0 28,891,912
Short-term investments 8,247,190 260,200 7,959,084 27,906
Accrued dividends
receivable 4,398,665 4,398,081 0 584 0
Accrued interest
receivable 807 0 0 0 807
Accounts receivable 1,567,083 521,794 469,776 575,513 0
-------------- -------------- -------------- -------------- --------------
Total 698,395,128 329,653,632 123,894,390 215,954,387 28,892,719
-------------- -------------- -------------- -------------- --------------
Liabilities
Accounts payable 99,300 67,793 31,507 0 0
-------------- -------------- -------------- -------------- --------------
Total 99,300 67,793 31,507 0 0
-------------- -------------- -------------- -------------- --------------
Net assets available
for benefits $698,295,828 $329,585,839 $123,862,883 $215,954,387 $28,892,719
============ ============ ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
Page 1 of 2
Constellation Energy Group, Inc.
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1999
<TABLE>
<CAPTION>
Constellation
Energy Interest Income Mutual
Total Common Stock Fund Fund Funds Loan Fund
-------------- -------------- -------------- -------------- --------------
Additions and Net
Investment Activity
-------------------
Contributions:
Participant eligible
<S> <C> <C> <C> <C> <C>
pay contributions $34,255,491 $6,554,830 $6,054,151 $21,646,510 $0
Net Participant rollover
contributions 1,384,200 227,393 0 1,156,807 0
Employer matching
contributions
Company stock fund 10,382,558 10,382,558 0 0 0
-------------- -------------- -------------- -------------- --------------
46,022,249 17,164,781 6,054,151 22,803,317 0
-------------- -------------- -------------- -------------- --------------
Income:
Dividends
Stock 39,644,622 16,242,718 0 23,401,904 0
Employee stock account 2,195,217 2,195,217 0 0 0
Interest 7,471,095 38,011 7,433,084 0 0
Interest on participant loans 2,520,620 0 0 0 2,520,620
-------------- -------------- -------------- -------------- --------------
51,831,554 18,475,946 7,433,084 23,401,904 2,520,620
-------------- -------------- -------------- -------------- --------------
Participant loan repayments 0 5,420,824 2,601,272 6,574,131 (14,596,227)
-------------- -------------- -------------- -------------- --------------
0 5,420,824 2,601,272 6,574,131 (14,596,227)
-------------- -------------- -------------- -------------- --------------
Participant interfund
transfers (net) 0 6,988 (1,504,766) 1,497,778 0
-------------- -------------- -------------- -------------- --------------
0 6,988 (1,504,766) 1,497,778 0
-------------- -------------- -------------- -------------- --------------
</TABLE>
See accompanying notes to the financial statements.
(continued on next page)
7
<PAGE>
Page 2 of 2
Constellation Energy Group, Inc.
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1999
(Continued)
<TABLE>
<CAPTION>
Constellation
Energy Interest Income Mutual
Total Common Stock Fund Fund Funds Loan Fund
-------------- -------------- -------------- -------------- --------------
Additions and Net
Investment Activity (Continued)
-------------------------------
Net (depreciation) appreciation
of investments:
Net depreciation
<S> <C> <C> <C> <C> <C>
of common stock ($18,252,868) ($18,252,868) $0 $0 $0
Net appreciation
of mutual funds 6,519,227 0 0 6,519,227 0
-------------- -------------- -------------- -------------- --------------
(11,733,641) (18,252,868) 0 6,519,227 0
-------------- -------------- -------------- -------------- --------------
Total additions and net
investment activity 86,120,162 22,815,671 14,583,741 60,796,357 (12,075,607)
-------------- -------------- -------------- -------------- --------------
Distributions:
-------------
Withdrawal and distribution
payments to participants (44,084,900) (21,890,408) (10,063,170) (11,526,928) (604,394)
Loans to participants 0 (4,407,985) (2,147,588) (4,899,526) 11,455,099
-------------- -------------- -------------- -------------- --------------
Total Distributions (44,084,900) (26,298,393) (12,210,758) (16,426,454) 10,850,705
-------------- -------------- -------------- -------------- --------------
Change in net assets 42,035,262 (3,482,722) 2,372,983 44,369,903 (1,224,902)
Net assets available
for benefits,
beginning of year 698,295,828 329,585,839 123,862,883 215,954,387 28,892,719
-------------- -------------- -------------- -------------- --------------
Net assets available
for benefits,
end of year $740,331,090 $326,103,117 $126,235,866 $260,324,290 $27,667,817
============ ============ ============ ============ ============
</TABLE>
See accompanying notes to the financial statements.
8
<PAGE>
Page 1 of 2
Constellation Energy Group, Inc.
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
Constellation
Energy Interest Income Mutual
Total Common Stock Fund Fund Funds Loan Fund
-------------- -------------- -------------- -------------- --------------
Additions and Net
Investment Activity
-------------------
Contributions:
Participant eligible
<S> <C> <C> <C> <C> <C>
pay contributions $31,966,159 $6,518,510 $5,981,560 $19,466,089 $0
Net Participant rollover
contributions 261,044 10,543 13,380 237,121 0
Employer matching
contributions
Company stock fund 9,830,195 9,830,195 0 0 0
-------------- -------------- -------------- -------------- --------------
42,057,398 16,359,248 5,994,940 19,703,210 0
-------------- -------------- -------------- -------------- --------------
Income:
Dividends
Stock 31,994,119 15,150,492 0 16,843,627 0
Employee stock account 2,361,838 2,361,838 0 0 0
Interest 7,188,349 44,425 7,143,924 0 0
Interest on participant loans 2,604,109 0 0 0 2,604,109
-------------- -------------- -------------- -------------- --------------
44,148,415 17,556,755 7,143,924 16,843,627 2,604,109
-------------- -------------- -------------- -------------- --------------
Participant loan repayments 0 5,602,480 2,747,305 6,338,412 (14,688,197)
-------------- -------------- -------------- -------------- --------------
0 5,602,480 2,747,305 6,338,412 (14,688,197)
-------------- -------------- -------------- -------------- --------------
Participant interfund
transfers (net) 0 (12,432,135) 604,024 11,828,111 0
-------------- -------------- -------------- -------------- --------------
0 (12,432,135) 604,024 11,828,111 0
-------------- -------------- -------------- -------------- --------------
</TABLE>
See accompanying notes to financial statements.
(continued on next page)
9
<PAGE>
Page 2 of 2
Constellation Energy Group, Inc.
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1998
(Continued)
<TABLE>
<CAPTION>
Constellation
Energy Interest Income Mutual
Total Common Stock Fund Fund Funds Loan Fund
-------------- -------------- -------------- -------------- --------------
Additions and Net
Investment Activity (Continued)
-------------------------------
Net (depreciation) appreciation
of investments:
Net depreciation
<S> <C> <C> <C> <C> <C>
of common stock ($34,526,697) ($34,526,697) $0 $0 $0
Net appreciation
of mutual funds 5,552,393 0 0 5,552,393 0
-------------- -------------- -------------- -------------- --------------
(28,974,304) (34,526,697) 0 5,552,393 0
-------------- -------------- -------------- -------------- --------------
Total additions and net
investment activity 57,231,509 (7,440,349) 16,490,193 60,265,753 (12,084,088)
-------------- -------------- -------------- -------------- --------------
Distributions:
--------------
Withdrawal and distribution
payments to participants (48,869,202) (25,425,563) (12,171,635) (10,627,935) (644,069)
Loans to participants 0 (5,008,739) (2,332,558) (5,689,803) 13,031,100
-------------- -------------- -------------- -------------- --------------
Total Distributions (48,869,202) (30,434,302) (14,504,193) (16,317,738) 12,387,031
-------------- -------------- -------------- -------------- --------------
Change in net assets 8,362,307 (37,874,651) 1,986,000 43,948,015 302,943
Net assets available
for benefits,
beginning of year 689,933,521 367,460,490 121,876,883 172,006,372 28,589,776
-------------- -------------- -------------- -------------- --------------
Net assets available
for benefits,
end of year $698,295,828 $329,585,839 $123,862,883 $215,954,387 $28,892,719
============ ============ ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
10
<PAGE>
CONSTELLATION ENERGY GROUP, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. GENERAL DESCRIPTION OF THE PLAN
Baltimore Gas and Electric Company (BGE) established the Baltimore Gas and
Electric Company Employee Savings Plan and Trust Agreement on July 1, 1978.
Effective April 30, 1999, BGE shareholders approved the formation of a holding
company - Constellation Energy Group, Inc. (the Company) and the Baltimore Gas
and Electric Company Employee Savings Plan was amended, restated and renamed as
the Constellation Energy Group, Inc. Employee Savings Plan (Plan). There were no
other significant Plan changes made at that time. T. Rowe Price Trust Company
(T. Rowe Price) is the trustee (Trustee). In addition, TRP Retirement Plan
Services, Inc., is the provider of administrative services for the Plan.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA). Employees become eligible to make contributions one month
after date of hire. After meeting this eligibility requirement, participants are
allowed 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 eleven investment fund choices offered for participant contributions:
the Constellation Energy Common Stock Fund (formerly the BGE Common Stock Fund),
the Interest Income Fund and nine 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 Equity Index 500 Fund, the T. Rowe Price Growth Stock Fund, the T.
Rowe Price International Stock Fund, the T. Rowe Price Mid-Cap Growth Fund, the
T. Rowe Price New Horizons Fund, the T. Rowe Price New Income Fund, and the T.
Rowe Price Small Cap Value Fund (mutual funds). All Company contributions are
initially invested by the Trustee in the Constellation Energy Common Stock Fund.
11
<PAGE>
1. GENERAL DESCRIPTION OF THE PLAN (Continued)
Participant and Company matching contributions are sent, each pay period, to the
Trustee, who invests participant contributions as designated, either in (1) the
Constellation Energy Common Stock Fund for the purchase (on the open market) or
other acquisition (as described in Note 2) of shares of the Company's common
stock; (2) the nine T. Rowe Price mutual funds; 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 Constellation Energy 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 Constellation Energy
Common Stock Fund or the mutual funds; (4) the amount of Company matching
contributions invested in the Constellation Energy 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.
12
<PAGE>
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 1999 and 1998 were 6.20% and 6.16%, respectively. The crediting interest
rates for the investment contracts as of December 31, 1999 and 1998 were 5.74%
and 5.94%, respectively. At December 31, 1999 and 1998, there were no
investments in the individual contracts of any issuer in the Interest Income
Fund which exceeded 5% of net assets available for benefits. 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 eleven
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 eleven
investment funds. Furthermore, as of the beginning of the calendar year in which
participants reach age 56, they may initiate, on a daily basis, a transfer of
the value of their Company contributions and employee stock account among the
eleven 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. Participants are allowed to have up to two loans
outstanding at any time. Principal and interest are repaid through regular
payroll deductions or by direct payment. 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.
13
<PAGE>
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. 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 Director - Benefits, Human Resources Division of
Constellation Energy Group, Inc., 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 Constellation Energy Common
Stock Fund and mutual fund shares for the nine 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.
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 Constellation Energy 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 the Trustee may purchase from time to time
14
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 Constellation Energy 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 Constellation Energy Common Stock Fund held by T.
Rowe Price Trust Company are valued as of December 31, 1999 and 1998, 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, are valued as of December 31, 1999 and
1998 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, 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.
We adopted Statement of Position (SOP) No. 99-3, Accounting for and Reporting of
Certain Defined Contribution Plan Investments and Other Disclosure Matters,
effective January 1, 1999. SOP 99-3 amends reporting requirements for
participant and nonparticipant-directed investments in the financial statements
and related notes. We have met these requirements for the periods presented.
15
<PAGE>
3. INVESTMENTS
The following presents investments that represent 5 percent or more of the
Plan's net assets.
December 31,
1999 1998
---- ----
Constellation Energy Group Common
Stock Fund, 11,066,049 and
10,506,574 shares
respectively $326,103,117* $329,585,839*
Interest Income Fund $126,235,866 $123,862,883
T. Rowe Price Equity Income Fund
3,430,936 and 3,275,854 shares
respectively $ 85,127,910 $ 86,403,745
T. Rowe Price Growth Stock Fund
2,306,220 and 1,883,790 shares
respectively $ 76,733,563 $ 60,579,132
---------------------
*Includes participant and non-participant-directed investments.
4. SECURITIES HELD IN TRUST
Shown below are the shares, with respective fair value and cost, which were held
in trust in the Constellation Energy Common Stock Fund and the mutual funds on
December 31, 1999 and 1998.
SHARES HELD MARKET
IN TRUST VALUE COST
-------- ----- ----
CONSTELLATION ENERGY COMMON STOCK FUND
December 31, 1999 11,066,049 $320,936,562 $256,006,961
December 31, 1998 10,506,574 $324,473,557 $234,742,256
T. ROWE PRICE BALANCED FUND
December 31, 1999 585,540 $11,529,283 $9,642,835
December 31, 1998 526,711 $9,791,132 $8,269,771
T. ROWE PRICE EQUITY INCOME FUND
December 31, 1999 3,430,936 $85,121,511 $78,459,508
December 31, 1998 3,275,854 $86,216,947 $72,666,085
T. ROWE PRICE EQUITY INDEX 500 FUND
December 31, 1999 691,153 $27,331,992 $22,883,803
December 31, 1998 368,300 $12,293,072 $10,877,044
16
<PAGE>
4. SECURITIES HELD IN TRUST (Continued)
SHARES HELD MARKET
IN TRUST VALUE COST
-------- ----- ----
T. ROWE PRICE GROWTH STOCK FUND
December 31, 1999 2,306,220 $76,717,938 $66,590,043
December 31, 1998 1,883,790 $60,411,423 $52,038,870
T. ROWE PRICE INTERNATIONAL STOCK FUND
December 31, 1999 905,842 $17,238,179 $13,302,404
December 31, 1998 789,399 $11,832,199 $11,031,889
T. ROWE PRICE MID-CAP GROWTH FUND
December 31, 1999 375,553 $15,070,928 $12,679,897
December 31, 1998 222,531 $ 7,583,783 $ 6,935,540
T. ROWE PRICE NEW HORIZONS FUND
December 31, 1999 177,592 $4,889,109 $4,279,046
December 31, 1998 111,011 $2,590,838 $2,617,668
T. ROWE PRICE NEW INCOME FUND
December 31, 1999 264,652 $2,159,562 $2,337,749
December 31, 1998 248,983 $2,193,307 $2,254,408
T. ROWE PRICE SMALL CAP VALUE FUND
December 31, 1999 1,147,998 $20,227,722 $22,987,594
December 31, 1998 1,182,870 $22,437,683 $24,488,710
5. TAX STATUS
The Company has received the latest favorable determination letter from the
Internal Revenue Service, dated May 2, 1997, with respect to the Plan as
restated effective June 30, 1995, 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.
17
<PAGE>
6. 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,
1999 1998
---- ----
Net assets available
for benefits per the
financial statements $740,331,090 $698,295,828
Amounts requested by
participant's for
withdrawals and
distributions at
December 31, but paid
in subsequent years (246,010) (104,756)
------------- -------------
Net assets available
for benefits
per the Form 5500 $740,085,080 $698,191,072
============= =============
The following is a reconciliation of withdrawals and distributions paid to
participants per the financial statements to the Form 5500:
Year ended
December 31, 1999
-----------------
Withdrawals and distributions paid
to participants per the $44,084,900
financial statements
Add:
Amounts requested by participants for
withdrawals and distributions at
December 31, 1999 but paid in 2000 246,010
Less:
Amounts requested by participants for
withdrawals and distributions at
December 31, 1998 but paid in 1999 (104,756)
-------------
Withdrawals and distributions to
participants per the Form 5500 $44,226,154
=============
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.
18
<PAGE>
<TABLE>
<CAPTION>
Constellation Energy Group (EIN 52-0280210) Page 1 of 3
T. Rowe Price, Trustee - Constellation Energy Group, Inc.
Employee Savings Plan
Schedule H - Financial Information
December 31, 1999
Current Maturity
Identity of Issue Description of Asset Cost Value Date
*
<S> <C> <C> <C> <C>
Group Annuity Contract with Insurance Company Guaranteed
Allstate Life Interest Contract -
Company (GA-6240) Guaranteed Interest - 7.29% 3,006,948 3,006,948 10/15/2004
Group Annuity Contract with Insurance Company Guaranteed
Bayerische Landesbnk Interest Contract -
Company (98-005-A) Guaranteed Interest - 5.95% 3,053,305 3,053,305 9/13/2002
Group Annuity Contract with Insurance Company Guaranteed
Bayerische Landesbnk Interest Contract -
Company (98-005-B) Guaranteed Interest - 5.92% 3,091,963 3,091,963 6/25/2003
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% 6,016,115 6,016,115 12/15/2000
Group Annuity Contract with Insurance Company Guaranteed
Canada Life Assurance Interest Contract -
Company (P-45908) Guaranteed Interest - 6.23% 1,518,492 1,518,492 10/16/2000
Group Annuity Contract with Insurance Company Guaranteed
Continental Assurance Interest Contract -
Company (GP-24100) Guaranteed Interest - 6.32% 7,727,977 7,727,977 9/15/2000
Group Annuity Contract with Insurance Company Guaranteed
GE Life & Annuity Interest Contract -
(GS-2987) Guaranteed Interest - 7.25% 7,262,705 7,262,705 4/1/2002
Group Annuity Contract with Insurance Company Guaranteed
GE Life & Annuity Interest Contract -
(GS-3169) Guaranteed Interest - 5.79% 2,153,324 2,153,324 12/15/2002
Group Annuity Contract with Insurance Company Guaranteed
John Hancock Life Interest Contract -
(GAC-14474) Guaranteed Interest - 5.69% 4,215,439 4,215,439 3/15/2003
Group Annuity Contract with Insurance Company Guaranteed
John Hancock Life Interest Contract -
(GAC-8444) Guaranteed Interest - 5.81% 6,170,908 6,170,908 3/15/2001
Group Annuity Contract with Insurance Company Guaranteed
Metropolitan Life Interest Contract -
(GAC-25037) Guaranteed Interest - 5.57% 3,151,617 3,151,617 10/15/2003
Group Annuity Contract with Insurance Company Guaranteed
Monumental Life Interest Contract - 50% 2/15/2003
(MDA00008FR) Guaranteed Interest - 5.71% 4,224,847 4,224,847 Balance 4/15/2003
Group Annuity Contract with Insurance Company Guaranteed
Monumental Life Interest Contract - 50% 4/15/2002
(BDA00729FR) Guaranteed Interest - 6.82% 4,127,618 4,127,618 Balance 6/14/2002
</TABLE>
(Continued on next page)
* Current Value of the guaranteed interest contracts equal contract value.
19
<PAGE>
<TABLE>
<CAPTION>
Page 2 of 3
Constellation Energy Group (EIN 52-0280210)
T. Rowe Price, Trustee - Constellation Energy Group, Inc.
Employee Savings Plan
Schedule H - Financial Information
December 31, 1999
Current Maturity
Identity of Issue Description of Asset Cost Value Date
*
<S> <C> <C> <C> <C>
Group Annuity Contract with Insurance Company Guaranteed
New York Life Interest Contract -
(GA-31015) Guaranteed Interest - 6.78% $2,827,977 $2,827,977 4/15/2004
Group Annuity Contract with Insurance Company Guaranteed
New York Life Interest Contract -
(GA-31015-002) Guaranteed Interest - 6.85% 2,548,897 2,548,897 9/15/2004
Group Annuity Contract with Insurance Company Guaranteed
Pacific Mutual Life Interest Contract -
(G-26263.01) Guaranteed Interest - 7.31% 7,611,167 7,611,167 6/14/2001
Group Annuity Contract with Insurance Company Guaranteed
Protective Life Interest Contract -
(GA-1174) Guaranteed Interest - 7.18% 4,157,229 4,157,229 3/15/2000
Group Annuity Contract with Insurance Company Guaranteed
Protective Life Interest Contract -
(GA-1348) Guaranteed Interest - 6.77% 2,805,487 2,805,487 1/15/2002
Group Annuity Contract with Insurance Company Guaranteed
Protective Life Interest Contract -
(GA-1391) Guaranteed Interest - 7.31% 3,623,094 3,623,094 4/15/2002
Group Annuity Contract with Insurance Company Guaranteed
SAFECO Life Interest Contract - $2.1 Mil 11/19/2001
(LP1055917-01-02) Guaranteed Interest - 7.00% 8,419,331 8,419,331 Balance 12/19/2001
Group Annuity Contract with Insurance Company Guaranteed
SAFECO Life Interest Contract -
(LP1055917-03) Guaranteed Interest - 6.85% 4,074,923 4,074,923 9/18/2001
Group Annuity Contract with Insurance Company Guaranteed
Security Life Denver Interest Contract -
(FA-0494) Guaranteed Interest - 6.82% 3,036,225 3,036,225 2/14/2002
Group Annuity Contract with Insurance Company Guaranteed
Sun America Life Interest Contract -
(4873) Guaranteed Interest - 5.98% 2,080,172 2,080,172 1/15/2004
Group Annuity Contract with Insurance Company Guaranteed
Sun America Life Interest Contract -
(4930) Guaranteed Interest - 6.85% 2,548,569 2,548,569 6/15/2004
Investment Contract with Synthetic Investment Agreement
State Street Bank and Interest Contract
and Trust Company(98255) Variable Interest - 5.984% initially 19,233,643 19,233,643 None
---------- ----------
121,803,873 121,803,873
----------- -----------
</TABLE>
(Continued on next page)
* Current Value of the guaranteed interest contracts equal contract value.
20
<PAGE>
<TABLE>
<CAPTION>
Page 3 of 3
Constellation Energy Group (EIN 52-0280210)
T. Rowe Price, Trustee - Constellation Energy Group, Inc.
Employee Savings Plan
Schedule H - Financial Information
December 31, 1999
Current Maturity
Identity of Issue Description of Asset Cost Value Date
*
<S> <C> <C> <C> <C>
** Constellation Energy Group, Inc. Common Stock - no par 256,006,961 320,936,562 -
T. Rowe Price Balanced Fund Mutual Fund 9,642,835 11,529,283 -
T. Rowe Price Equity Income Fund Mutual Fund 78,459,508 85,121,511 -
T. Rowe Price Equity Index 500 Fund Mutual Fund 22,883,803 27,331,992 -
T. Rowe Price Growth Stock Fund Mutual Fund 66,590,043 76,717,938 -
T. Rowe Price International Stock Fund Mutual Fund 13,302,404 17,238,179 -
T. Rowe Price Mid-Cap Growth Fund Mutual Fund 12,679,897 15,070,928 -
T. Rowe Price New Horizons Fund Mutual Fund 4,279,046 4,889,109 -
T. Rowe Price New Income Fund Mutual Fund 2,337,749 2,159,562 -
T. Rowe Price Small Cap Value Fund Mutual Fund 22,987,594 20,227,722 -
** Loan Fund (Interest) Participant Loan Fund - 27,666,731 -
Interest Range 8.00 - 10.00%
T. Rowe Price Prime Reserve Fund Money Market Mutual Fund 4,273,744 4,273,744 -
T. Rowe Price Short Term Money Market Bank Account 454,861 454,861 -
Settlement Account
T. Rowe Price Short Term Money Market Bank Account 246,010 246,010 -
------- -------
Distribution Account
Total $615,948,328 $735,668,005
============ ============
</TABLE>
* Current Value of the guaranteed interest contracts equal contract value.
** Parties-in-Interest
21
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