SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[ X ] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1994
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ____ to ____
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
1-9130 CENTERIOR ENERGY CORPORATION 34-1479083
(An Ohio Corporation)
6200 Oak Tree Boulevard
Independence, Ohio 44131
Telephone (216) 447-3100
1-2323 THE CLEVELAND ELECTRIC 34-0150020
ILLUMINATING COMPANY
(An Ohio Corporation)
55 Public Square
Cleveland, Ohio 44113
Telephone (216) 622-9800
1-3583 THE TOLEDO EDISON COMPANY 34-4375005
(An Ohio Corporation)
300 Madison Avenue
Toledo, Ohio 43652
Telephone (419) 249-5000
The Annual Reports on Form 10-K of Centerior Energy Corporation (File No. 1-
9130), The Cleveland Electric Illuminating Company (File No. 1-2323) and The
Toledo Edison Company (File No. 1-3583) for the fiscal year ended December 31,
1994 are each amended to file as Exhibit 99a under "Part IV. Item 14.
Exhibits, Financial Statement Schedules and Reports on Form 8-K -- (a) Documents
Filed as a Part of the Report -- 4. Exhibits" in each Form 10-K, pursuant to
Rule 15d-21 under the Securities Exchange Act of 1934, the attached Financial
Statements of the Centerior Energy Corporation Employee Savings Plan for the
fiscal year ended December 31, 1994, which Exhibit 99a is an exhibit common to
all three Annual Reports on Form 10-K.
-1-
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant identified below has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
CENTERIOR ENERGY CORPORATION
(Registrant)
THE CLEVELAND ELECTRIC
ILLUMINATING COMPANY
(Registrant)
THE TOLEDO EDISON COMPANY
(Registrant)
By: JANIS T. PERCIO
Janis T. Percio
Secretary of each Registrant
Date: June 27, 1995
-2-
EXHIBIT 99a
FINANCIAL STATEMENTS
OF THE
CENTERIOR ENERGY CORPORATION
EMPLOYEE SAVINGS PLAN
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
<TABLE>
CENTERIOR ENERGY CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
December 31, 1994
<CAPTION>
-------------------------------------------------------------------------------------------------
Centerior Fixed Global
Stock Equity Income Balanced Equity
ASSETS Fund Fund Fund Fund Fund Loans Total
- ------ ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Centerior - common stock,
at market value $36,992,490 $0 $0 $0 $0 $0 $36,992,490
Equity Fund - diversified
common stock fund,
at market value 0 44,446,774 0 0 0 0 44,446,774
Funds on deposit with
insurance companies and
banks, at market value 0 0 76,950,126 0 0 0 76,950,126
Investments in mutual funds,
at market value 0 483,478 0 7,136,248 12,878,221 0 20,497,947
Loans receivable from
participants 0 0 0 0 0 4,782,757 4,782,757
Cash and temporary cash
investments 443,062 1,068,184 801,669 15,126 24,828 0 2,352,869
Transfers receivable 8,763 0 235,868 0 0 0 244,631
Investment income receivable 1,628 107,961 126,663 64,504 425 0 301,181
Contributions and other
receivables from:
Participants 37,213 90,531 91,757 25,102 69,672 0 314,275
Employer 11,185 27,210 27,578 7,545 20,941 0 94,459
------------- ------------- ------------- ------------- ------------- ------------- -------------
Total assets $37,494,341 $46,224,138 $78,233,661 $7,248,525 $12,994,087 $4,782,757 $186,977,509
============= ============= ============= ============= ============= ============= =============
LIABILITIES AND PLAN EQUITY
- ---------------------------
Transfers payable $0 $168,024 $0 $55,889 $13,032 $7,686 $244,631
Liabilities for investment
purchases and other 969,993 0 122,817 64,384 0 0 1,157,194
Plan equity 36,524,348 46,056,114 78,110,844 7,128,252 12,981,055 4,775,071 185,575,684
------------- ------------- ------------- ------------- ------------- ------------- -------------
Total liabilities and
plan equity $37,494,341 $46,224,138 $78,233,661 $7,248,525 $12,994,087 $4,782,757 $186,977,509
============= ============= ============= ============= ============= ==========
<F>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
CENTERIOR ENERGY CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
December 31, 1993
<CAPTION>
----------------------------------------------------------------------------
Centerior Fixed
Stock Equity Income
ASSETS Fund Fund Fund Loans Total
- ------ ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Centerior - common stock, at market value $48,995,691 $0 $0 $0 $48,995,691
Equity Fund - diversified common stock fund,
at market value 0 62,356,938 0 0 62,356,938
Funds on deposit with insurance companies and
banks, at market value 0 0 66,813,277 0 66,813,277
United States government securities, at
market value 0 0 52,530,284 0 52,530,284
Loans receivable from participants 0 0 0 4,456,963 4,456,963
Cash and temporary cash investments 4,261,912 0 1,439,888 0 5,701,800
Transfers receivable 0 0 1,111,915 0 1,111,915
Investment income receivable 15,397 109,877 423,078 0 548,352
Contributions and other receivables from:
Participants 148,986 225,270 158,860 0 533,116
Employer 59,541 81,698 57,934 0 199,173
Pension trustee and others 0 771,986 77,919 0 849,905
------------- ------------- ------------- ------------- -------------
Total assets $53,481,527 $63,545,769 $122,613,155 $4,456,963 $244,097,414
============= ============= ============= ============= =============
LIABILITIES AND PLAN EQUITY
- ---------------------------
Transfers payable $654,730 $440,369 $0 $16,816 $1,111,915
Liabilities for investment purchases and other 643,009 853,510 84,190 0 1,580,709
Plan equity 52,183,788 62,251,890 122,528,965 4,440,147 241,404,790
------------- ------------- ------------- ------------- -------------
Total liabilities and plan equity $53,481,527 $63,545,769 $122,613,155 $4,456,963 $244,097,414
============= ============= ============= ============= =============
<F>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
CENTERIOR ENERGY CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
Year Ended December 31, 1994
<CAPTION>
-------------------------------------------------------------------------------------------------
Centerior Fixed Global
Stock Equity Income Balanced Equity
Fund Fund Fund Fund Fund Loans Total
------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Participants $3,717,016 $4,883,354 $4,102,498 $739,110 $1,301,241 $0 $14,743,219
Employer 929,229 1,773,097 1,469,423 254,278 433,104 0 4,859,131
Rollover 640 489,050 1,785,022 0 0 0 2,274,712
Investment income:
Dividends 3,016,975 1,259,178 0 149,123 169,752 0 4,595,028
Interest 86,921 35,932 2,449,757 5,623 11,307 338,406 2,927,946
Net realized gain (loss) and
unrealized appreciation
(depreciation) in market
value of investments (16,037,612) (389,854) 926,904 (198,274) 220,095 0 (15,478,741)
Transfers (to)/from other
funds (net) (669,137) (12,203,037) (6,092,924) 6,974,542 12,000,012 (9,456) 0
Loan activity:
Borrowings (631,859) (693,886) (803,077) (74,400) (125,883) 2,329,105 0
Repayment of borrowings 0 0 1,741,936 0 0 (1,741,936) 0
Interest payments 0 0 338,406 0 0 (338,406) 0
------------- ------------- ------------- ------------- ------------- ------------- -------------
(9,587,827) (4,846,166) 5,917,945 7,850,002 14,009,628 577,713 13,921,295
Less - Amounts withdrawn by
participants 6,071,613 11,349,610 50,336,066 721,750 1,028,573 242,789 69,750,401
------------- ------------- ------------- ------------- ------------- ------------- -------------
Increase (Decrease) in plan
equity for the year (15,659,440) (16,195,776) (44,418,121) 7,128,252 12,981,055 334,924 (55,829,106)
Plan equity at beginning of
year 52,183,788 62,251,890 122,528,965 0 0 4,440,147 241,404,790
------------- ------------- ------------- ------------- ------------- ------------- -------------
Plan equity at end of year $36,524,348 $46,056,114 $78,110,844 $7,128,252 $12,981,055 $4,775,071 $185,575,684
============= ============= ============= ============= ============= ============= =============
<F>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
CENTERIOR ENERGY CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
Year Ended December 31, 1993
<CAPTION>
----------------------------------------------------------------------------
Centerior Fixed
Stock Equity Income
Fund Fund Fund Loans Total
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Contributions:
Participants $4,741,769 $6,641,924 $4,355,469 $0 $15,739,162
Employer 1,888,334 2,365,855 1,571,313 0 5,825,502
Rollover 856,817 6,134,494 59,349,308 0 66,340,619
Investment income:
Dividends 7,186,492 1,338,494 0 0 8,524,986
Interest 82,347 73,312 2,183,602 263,349 2,602,610
Net realized gain (loss) and unrealized
appreciation (depreciation) in market
value of investments (26,723,610) (387,797) 1,989,261 0 (25,122,146)
Transfers (to)/from other funds (net) (20,754,474) 1,572,316 19,163,105 19,053 0
Loan activity:
Borrowings (1,065,856) (688,688) (786,843) 2,541,387 0
Repayment of borrowings 0 0 1,608,012 (1,608,012) 0
Interest payments 0 0 263,349 (263,349) 0
------------- ------------- ------------- ------------- -------------
(33,788,181) 17,049,910 89,696,576 952,428 73,910,733
Less - Amounts withdrawn by participants 13,683,788 9,029,068 15,502,324 76,654 38,291,834
------------- ------------- ------------- ------------- -------------
Increase (Decrease) in plan equity
for the year (47,471,969) 8,020,842 74,194,252 875,774 35,618,899
Plan equity at beginning of year 99,655,757 54,231,048 48,334,713 3,564,373 205,785,891
------------- ------------- ------------- ------------- -------------
Plan equity at end of year $52,183,788 $62,251,890 $122,528,965 $4,440,147 $241,404,790
============= ============= ============= ============= =============
<F>
The accompanying notes are an integral part of this statement.
</TABLE>
CENTERIOR ENERGY CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - GENERAL DESCRIPTION OF THE PLAN
The Centerior Energy Corporation (Centerior) Employee Savings Plan (Plan) was
approved by the Centerior Board of Directors in 1986 and went into effect as
of January 1, 1987. The purpose of the Plan is to afford eligible employees
an opportunity to make systematic savings through payroll deductions, to
invest such savings in a manner which will assist them in meeting their
savings and investment needs, and to facilitate their becoming share owners of
Centerior. Participation in the Plan is voluntary.
An eligible employee is any part-time, temporary, full-time probationary or
full-time regular employee of Centerior, Centerior Service Company (CSC), The
Cleveland Electric Illuminating Company (CEI), The Toledo Edison Company (TE)
or any other Centerior affiliate that adopts the Plan according to its terms,
and is at least age 18. CSC, CEI and TE are wholly owned subsidiaries of
Centerior.
The Employee Savings Plan Trust (Trust) has been established by agreement
between Centerior, CSC and Society National Bank (Society), Cleveland, Ohio.
Society has been selected by Centerior to serve as trustee (Trustee) of the
Trust. The Trust is divided into three subtrusts - the After Tax Subtrust,
the Before Tax Subtrust and the Rollover Subtrust. There are five funds in
each Subtrust, as follows: (1) Centerior Stock Fund, (2) Equity Fund, (3)
Fixed Income Fund, (4) Balanced Fund and (5) Global Equity Fund. The Balanced
and Global Equity Funds were new investment fund options effective April 1,
1994.
Centerior may close contributions into the Plan at any time. A discontinuance
of employer matching contributions into the Plan would constitute a closing of
both participant contributions and employer matching contributions into the
Plan. In such event, each participant's interest in the employer's matching
contributions will become fully vested and nonforfeitable. Centerior may
either continue the operation of the Plan with respect to the interests of
participants then in the Plan or terminate the Plan. If the Plan is
terminated, all assets in the Trust will be distributed among the participants
in proportion to their respective interests without any forfeitures.
The Plan is subject to the reporting, disclosure, participation, vesting and
fiduciary responsibility provisions of Title I of the Employee Retirement
Income Security Act of 1974 (ERISA), but is not subject to the funding
provisions of Title I and the plan termination insurance provisions of Title
IV of ERISA.
<PAGE>
The number of participants in each fund and in the Plan at the end of the last
two years was as follows:
December 31,
1994 1993
Centerior Stock Fund 4,637 5,261
Equity Fund 4,010 4,327
Fixed Income Fund 4,299 4,391
Balanced Fund 926 -
Global Equity Fund 1,198 -
Plan 6,492 6,096
The total number of participants in the Plan was less than the sum of the
number of participants in each fund shown above because many were
participating in more than one fund.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of
accounting.
Valuation of Investments
Centerior common stock in the Centerior Stock Fund is valued at the average of
the high and low sales prices of Centerior common stock as reported on Network
A of the Consolidated Transactions Reporting System and as listed by The Wall
Street Journal on the last business day of the year.
Equity Fund investment securities in a diversified common stock fund managed
by National City Bank, Cleveland, Ohio, and in a mutual fund are valued at
market prices on the last business day of the year.
Fixed Income Fund investments are interest-bearing contracts with insurance
companies, investments in Society's MaGIC Fund and United States government
securities. Fixed Income Fund investments are valued on the last business day
of the year at the current amount of dollars invested therein for the
contracts and the market values of the MaGIC Fund's assets and the government
securities.
Investments for the Balanced and Global Equity Funds in diversified mutual
funds, the Phoenix Balanced Fund and the American Funds' New Perspective Fund,
respectively, are valued at market prices on the last business day of the
year.
<PAGE>
Investment Gains (Losses), Appreciation (Depreciation) and Income
The net realized gain (loss) and unrealized appreciation (depreciation)
amounts shown in the Statements of Income and Changes in Plan Equity for 1994
and 1993 were calculated using the current value methodology for costing
investments. Current value represents the market value of investments held at
the beginning of the year plus the purchase price for investments acquired
during the current year.
The realized gains and losses on the distribution or sale of shares in the
Centerior Stock, Equity, Balanced and Global Equity Funds represent the
difference between the market value of the shares on the date of distribution
or sale and the cost of the shares using the current value methodology
described above. The realized gain or loss on the sale of securities in the
Centerior Stock Fund is included in the amounts withdrawn or transferred by
participants which caused the sale. The net realized gain or loss on the sale
of investment securities in the Equity, Balanced and Global Equity Funds will
contribute to the annual increase (decrease) in the respective Fund's equity.
Dividend income within the Centerior Stock Fund and the Equity Fund is
recorded on the ex-dividend dates. Income from all other investments is
recorded as earned.
The Plan provides that the market value of all investments shall be determined
on the last business day of each month. Unrealized appreciation or
depreciation, equal to the difference between the cost and the market value of
the investments at the applicable valuation date, is recognized in determining
the value of each fund.
Expenses of the Plan
Expenses of the Plan incurred by the Trustee to buy and sell securities are
included as a cost of those securities. Fund earnings for the new Balanced
and Global Equity Funds in 1994 are net of the charges assessed for mutual
fund investment management fees.
All expenses for administration of the Plan are paid by CSC, CEI and TE and,
accordingly, are not included in the financial statements of the Plan.
NOTE 3 - CONTRIBUTIONS
The Plan consists of three parts (Parts) - the After Tax Part, the Before Tax
Part and the Rollover Part. The maximum participant contribution into both
the After Tax Part and the Before Tax Part is 16% of pay: up to 6% as a Basic
Contribution and up to 10% as a Supplemental Contribution. The minimum
contribution is 1% of pay. Pay includes only straight-time hourly wages or
salary paid for regularly scheduled straight-time hours. A participant may
allocate contributions in increments of 1% into the Centerior Stock, Equity,
Fixed Income, Balanced and Global Equity Funds which total 100% or may
allocate all contributions into any one Fund. The waiting time between
changes in participant contributions (increase, decrease, or resumption
following a stoppage) is three months.
<PAGE>
The After Tax Part receives participant contributions after they are taxed as
pay. The Before Tax Part receives contributions before they are taxed as pay,
as participants may instruct their employer to deposit their contributions
into the Trust in exchange for the election to have their pay reduced by the
same amount. Participant contributions of pay under the Plan as Before Tax
contributions reduce a participant's taxable income for federal and Ohio
income tax purposes in the year of contribution. Participant contributions
into both the After Tax Part and the Before Tax Part are subject to certain
Internal Revenue Service (IRS) limitations.
The employer of each participant contributes an amount equal to 50% of the
participant's eligible Basic Contributions, which is allocated on the same
percentage basis and to the same Funds as the participant's Basic
Contributions. Employer matching contributions, which match Basic After Tax
Contributions, vest after 36 months of contributions under the Plan. These
months need not be consecutive. Once contributions have been made for 36
months, all subsequent employer matching contributions vest immediately.
Employer matching contributions which match Basic Before Tax Contributions
vest immediately. Employer matching contributions to the After Tax Part and
the earnings thereon, which are forfeited by participants, are applied to
reduce future employer contributions.
Effective June 30, 1993, employees retiring on or after July 1, 1993 are
allowed to directly transfer or rollover all or any part of their qualified
lump sum pension benefit from their respective Centerior pension plan into the
Rollover Part of the Plan. The rollover can be invested in the same five
investment Funds of the Plan, but the accounts are segregated from existing
After Tax Part and Before Tax Part accounts. The minimum rollover required is
$3,500.
Participants, including those who have terminated employment but maintained
account balances, may transfer any or all of their contributions and the
earnings thereon and employer matching contributions and the earnings thereon
among the five Funds in the same Part. Any integral increment of 1% may be
transferred. Transfers may be made once in any three-month period.
NOTE 4 - INVESTMENTS
Contributions into the Centerior Stock Fund and the earnings thereon are
invested by the Trustee in Centerior common stock. At the direction of
Centerior, Centerior common stock is either purchased in the open market at
prevailing prices, purchased from Centerior at the market value on the date of
the purchase or deemed purchased pursuant to a netting method described
herein. The Trustee is authorized to match or net to the extent possible
within the Centerior Stock Fund all Centerior common stock sales and purchases
(exclusive of purchases related to the quarterly reinvestment of cash
dividends). The netting is at a price that is the average of the most recent
five daily closing prices of Centerior's common stock prior to the effective
date of the transactions. Any required sales or purchases in excess of the
netted amounts are transacted in the open market or by transactions with
Centerior.
<PAGE>
Contributions into the Equity Fund and the earnings thereon are deposited by
the Trustee in a diversified common stock fund. These deposits are then
invested by National City Bank primarily in the common stocks of a large
number of publicly owned companies, excluding Centerior.
At December 31, 1994, contributions into the Fixed Income Fund and the
earnings thereon were invested by the Trustee in interest-bearing contracts
with insurance companies and in Society's MaGIC Fund. For 1994 and 1993,
group fixed-term contracts with insurance companies earned interest at an
annual rate which ranged from 7% to 9.26% and 8.05% to 9.26%, respectively.
The MaGIC Fund's earned interest rate varies as the fund's various investment
contracts with insurance companies expire and new ones are added. The MaGIC
Fund's average annual earned interest rate at December 31, 1994 and 1993 was
6.85% and 6.46%, respectively.
Contributions into the Balanced Fund and the earnings thereon are deposited by
the Trustee in a diversified mutual fund with the objectives of long-term
growth of capital, reasonable income and conservation of capital. The initial
Balanced Fund investment is in the Phoenix Balanced Fund.
Contributions into the Global Equity Fund and the earnings thereon are
deposited by the Trustee in a diversified mutual fund with the investment
objective of long-term growth of capital through world-wide investments. The
initial Global Equity Fund investment is in the American Funds' New
Perspective Fund.
The market values of investments that represent 5% or more of the Plan's net
assets at the end of the last two years were as follows:
December 31,
1994 1993
Centerior common stock, 4,168,168 and
3,697,788 shares, respectively $ 36,992,490 $ 48,995,691
Life Insurance Company of Georgia,
7%, due June 1999 10,048,312 -
MaGIC Fund 57,770,695 54,985,013
Federal National Mortgage Association
Notes (PC 229363), 6.5%, due August
2023 - 13,087,954
American Funds' New Perspective Fund,
896,188 shares 12,878,221 -
Total $117,689,718 $117,068,658
See Schedule I for a complete list of investments held at December 31, 1994
for each of the five Funds.
The Trustee can temporarily keep money in any of the Funds in short-term
investments or in cash to have cash available to meet participants'
distribution requests or until the Trustee invests it.
See Schedule II for a summary of reportable (significant) transactions for
1994.
<PAGE>
NOTE 5 - WITHDRAWALS PAYABLE TO PARTICIPANTS
Subject to certain limitations under the Plan, participants may elect to
withdraw their contributions and employer matching contributions and any
related gains and earnings on these contributions.
Withdrawals payable to participants at the end of the last two years were as
follows:
December 31,
1994 1993
Centerior Stock Fund $ 219,922 $ 1,949,057
Equity Fund 9,331 6,031,070
Fixed Income Fund 1,086,561 23,370,706
Balanced Fund 19,472 -
Global Equity Fund 18,829 -
Total $1,354,115 $31,350,833
NOTE 6 - LOANS TO PARTICIPANTS
Participants are eligible to apply for a loan to borrow from their vested
available investment accounts having a balance of at least $2,000. To be
eligible, participants must receive a regular paycheck from which repayments
can be withheld to repay the borrowing and pay interest to their own accounts.
Eligible participants may borrow up to the lesser of 50% of their vested
account balances (excluding vested employer matching contributions made during
the current year and the prior two calendar years) or $50,000. Loans from the
Rollover Part are not permitted. All loan repayments are made to the Fixed
Income Fund.
NOTE 7 - TAX STATUS OF THE PLAN
Centerior received a determination letter from the IRS dated March 28, 1995 to
the effect that the Plan is a qualified defined contribution plan under
Section 401 of the Internal Revenue Code and that the Trust is exempt from
income taxes under Section 501 thereof. The effect of such qualification and
exemption is that the participating employees are not subject to federal
income taxes on employer contributions or any income accruing to their
accounts until distributions are made from the accounts. When a distribution
is made, the excess of the amount distributed over the participating
employee's own After Tax contributions is taxable income to the employee.
Distributions from both the Before Tax Part and the Rollover Part are subject
to federal income tax.
NOTE 8 - PLAN AMENDMENTS IN 1995
Effective April 1, 1995, all employer matching contributions are deposited
solely into the Before Tax Part of the Plan.
<PAGE>
Effective June 1, 1995, the Plan switched to daily valuation of the investment
funds. All Plan activity, including fund account balances, transfers and
withdrawals, is updated daily by the Trustee. Participants can get up-to-date
reports on their accounts via the telephone information access system of the
Trustee. As part of the change to daily valuation, all participants are
sharing in the investment management costs and certain administrative costs of
the Plan. Other changes, which provide participants more control over
contribution levels, investment mix and the frequency of withdrawals, are
summarized as follows:
(1) All employer matching contributions vest immediately. Previously,
employer matching contributions which matched Basic Before Tax
Contributions vested immediately, while employer matching contributions
which matched Basic After Tax Contributions vested only after 36 months
of employee participation in the Plan.
(2) Participants can change their contributions as often as once a month and
can change their investment mix, transfer between funds or withdraw as
often as once every 30 calendar days, rather than once every three months
for these various transactions previously.
(3) Participants make a single election for investment mix for their
contributions into both the After Tax and Before Tax Parts. Previously,
participants made separate selections for investment mix for their
contributions into those two Parts of the Plan.
(4) A participant's interests from a corporate qualified plan of a previous
employer can be transferred into the Plan.
(5) A participant's withdrawal of post-December 31, 1986 After Tax
contributions is penalized by requiring a six-month waiting period for
future participant contributions to the After Tax Part of the Plan.
<TABLE>
CENTERIOR ENERGY CORPORATION SCHEDULE I
EMPLOYEE SAVINGS PLAN
INVESTMENTS - DECEMBER 31, 1994
<CAPTION>
Number of Historical Market
Common Stock Shares Cost Value
- --------------------------------------------- ---------- ------------ ------------
<S> <C> <C> <C>
CENTERIOR STOCK FUND
- --------------------
Centerior ................................... 4,168,168 $66,307,575 $36,992,490
============ ============
EQUITY FUND
- -----------
Abbott Laboratories ......................... 9,700 $225,446 $316,462
Airtouch Communications Inc ................. 15,500 219,899 451,437
American Home Products Corp ................. 10,500 719,410 658,875
American International Group Inc ............ 17,950 969,462 1,759,100
Archer Daniels Midland Co ................... 25,032 354,382 516,285
AT&T Corp ................................... 18,300 874,393 919,575
Automatic Data Processing Inc ............... 16,000 333,562 936,000
C R Bard Inc ................................ 3,500 84,847 94,500
H&R Block Inc ............................... 12,000 440,175 445,500
Bristol-Myers Squibb Co ..................... 19,700 1,010,233 1,140,138
Browning Ferris Inds Inc .................... 36,200 913,887 1,027,175
Chevron Corp ................................ 23,800 690,443 1,062,075
Chubb Corp .................................. 13,100 794,377 1,013,613
Cifra SA .................................... 107,100 256,397 219,662
Cintas Corp ................................. 25,000 664,525 887,500
Cisco Systems ............................... 14,300 426,292 502,287
Walt Disney Co .............................. 22,938 773,106 1,055,148
Dun & Bradstreet Corp ....................... 2,800 155,544 154,000
Emerson Electric Co ......................... 7,900 418,255 492,762
Exxon Corp .................................. 15,800 777,157 959,850
Fleet Financial Group ....................... 36,100 1,027,425 1,168,738
FPL Group Inc ............................... 13,000 469,946 456,625
General Electric Co ......................... 18,400 706,636 938,400
General Mills Inc ........................... 2,400 130,845 137,100
General Motors Corp ......................... 22,200 704,825 851,925
General Re Corp ............................. 8,500 761,309 1,049,750
Home Depot Inc .............................. 23,866 797,352 1,097,836
Hubbell Inc ................................. 7,300 400,738 388,725
Interpublic Group Cos Inc ................... 39,300 1,123,029 1,262,513
K Mart Corp ................................. 27,300 501,141 354,900
Lotus Development Corp ...................... 9,100 288,470 373,100
Marsh & McLennan Co Inc ..................... 6,600 528,284 523,050
McCormick & Co Inc .......................... 26,300 602,444 479,975
Microsoft Corp .............................. 5,700 218,288 348,412
Minnesota Mining & Mfg Co ................... 18,900 742,650 1,008,788
Morton International Inc .................... 9,600 189,386 273,600
Nestle SA ................................... 23,800 731,651 1,133,927
Nordstrom Inc ............................... 14,000 500,915 588,000
Northern Trust Corp ......................... 20,675 927,301 723,625
Pacific Telesis Group ....................... 18,700 400,778 532,950
Pepsico Inc ................................. 36,800 960,581 1,334,000
Perrigo Co .................................. 25,300 500,638 316,250
Pfizer Inc .................................. 19,700 1,399,476 1,521,825
Pitney Bowes Inc ............................ 36,800 1,046,675 1,168,400
Reuters Holdings PLC ........................ 22,500 451,732 987,188
Royal Dutch Petroleum Co .................... 10,800 748,964 1,163,700
Sara Lee Corp ............................... 13,800 249,277 348,450
Schering Plough Corp ........................ 23,300 1,098,407 1,724,200
Schlumberger Ltd ............................ 16,600 1,085,669 836,225
Singer Co ................................... 15,500 496,795 459,187
Sysco Corp .................................. 39,000 980,475 1,004,250
Telefonos De Mexico ......................... 9,900 490,989 405,900
U S West Inc ................................ 21,435 675,767 763,622
Wachovia Corp ............................... 21,200 665,182 683,700
Wells Fargo & Co ............................ 1,350 102,661 195,750
Wisconsin Energy Corp ....................... 33,850 702,231 875,869
WMX Technologies Inc ........................ 41,000 1,371,998 1,071,125
York International Corp ..................... 34,800 1,220,811 1,283,250
------------ ------------
$37,103,533 $44,446,774
============ ============
</TABLE>
<TABLE>
CENTERIOR ENERGY CORPORATION SCHEDULE I
EMPLOYEE SAVINGS PLAN (Continued)
INVESTMENTS - DECEMBER 31, 1994
<CAPTION>
Historical Market
Funds on Deposit with Insurance Companies and Banks Cost Value
- --------------------------------------------------- ------------ ------------
<S> <C> <C>
FIXED INCOME FUND
- -----------------
Life Insurance Company of Georgia,
7%, due June 1999 ............................... $10,048,312 $10,048,312
Massachusetts Mutual Life Insurance Company,
9.26%, due February 1995 ........................ 1,713,852 1,713,852
Massachusetts Mutual Life Insurance Company,
8.65%, due February 1996 ........................ 7,417,267 7,417,267
MaGIC Fund ........................................ 57,087,924 57,770,695
------------ ------------
$76,267,355 $76,950,126
============ ============
Mutual Funds
- ---------------------------------------------------
EQUITY FUND
- -----------
Fidelity Select Portfolio - Biotechnology
Fund (20,653 shares) ............................ $500,000 $483,478
BALANCED FUND
- -------------
Phoenix Balanced Fund (481,204 shares) ............ 7,330,331 7,136,248
GLOBAL EQUITY FUND
- ------------------
American Funds' New Perspective Fund
(896,188 shares) ................................ 13,401,914 12,878,221
------------ ------------
$21,232,245 $20,497,947
============ ============
LOANS
- -----
Loans Receivable from Participants ................ $4,782,757 $4,782,757
============ ============
<F>
The accompanying notes are an integral part of this schedule.
</TABLE>
<TABLE>
CENTERIOR ENERGY CORPORATION SCHEDULE II
EMPLOYEE SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Number of Historical Net Gain
Transaction Description Transactions Cost Proceeds (Loss)
- ------------------------------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Purchases:
MaGIC Fund .................... 3 $73,580,446 N/A N/A
American Funds' New
Perspective Fund ............ 17 13,738,127 N/A N/A
Employee Benefits Money
Market Fund ................. 380 119,964,285 N/A N/A
Sales:
MaGIC Fund .................... 6 $68,182,914 $74,239,942 $6,057,028
American Funds' New
Perspective Fund ............ 2 1,031,738 1,080,000 48,262
United States Government
Securities:
Federal National Mortgage
Association Notes
(PC 229363), 6.5%,
due August 2023 ........... 6 13,459,605 12,144,625 (1,314,980)
Federal National Mortgage
Association Notes
(PC 229263), 6.5%,
due September 2023 ........ 7 12,259,568 11,059,656 (1,199,912)
Employee Benefits Money
Market Fund ................. 232 123,313,217 123,313,217 0
<F>
Reportable transactions are a series of purchases or sales of the same securities issue which
aggregate to an amount in excess of 5% of the market value of the Plan assets at the beginning of
the year.
The accompanying notes are an integral part of this schedule.
</TABLE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To: Centerior Energy Corporation
We have audited the accompanying statements of financial condition of the
Centerior Energy Corporation Employee Savings Plan (the Plan) as of December 31,
1994 and 1993, and the related statements of income and changes in Plan
equity for the years then ended. These financial statements and the schedules
referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
schedules 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 financial condition of the Plan as of December 31,
1994 and 1993, and the income and changes in Plan equity 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
investments and reportable transactions are presented for purposes 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 Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of financial
condition and the statements of income and changes in plan equity is
presented for the purpose of additional analysis rather than to present the
financial condition and income and changes in plan equity of each fund. The
supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits 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.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
June 23, 1995
CENTERIOR ENERGY CORPORATION
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report on the financial statements of the Centerior Energy Corporation
Employee Savings Plan dated June 23, 1995, included in this Form 10-K/A, into
Centerior Energy Corporation's previously filed Registration Statements, File
Nos. 33-4788, 33-9736, 33-58935, 33-49957 and 33-59635.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
June 27, 1995
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report on the financial statements of the Centerior Energy Corporation
Employee Savings Plan dated June 23, 1995, included in this Form 10-K/A, into
The Cleveland Electric Illuminating Company's previously filed Registration
Statement, File No. 33-55513.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
June 27, 1995
