Form U-3A-2
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
File Number 1-8946
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER
RULE U-3A-2 FROM THE PROVISIONS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
To Be Filed Annually Prior to March 1
CILCORP Inc.
(Name of Company)
hereby files with the Securities and Exchange Commission, pursuant to
Rule 2, its statement claiming exemption as a holding company from the
provisions of the Public Utility Holding Company Act of 1935, and submits the
following information:
1. CILCORP Inc. (the "Company") - Organized as a holding company.
Incorporated in Illinois. Located in Peoria, Illinois. The Company
has the following subsidiaries:
Central Illinois Light Company ("CILCO") - Organized as a public utility
to generate, transmit, distribute and sell electric energy and to
purchase, distribute, transport and sell natural gas. Incorporated
in Illinois. Located in Peoria, Illinois. CILCO has two
subsidiaries, both of which are Illinois corporations and located in
Peoria, Illinois. The first of these, CILCO Exploration and
Development Company, was organized to engage with others in joint
ventures for the exploration and development of new or additional
sources or supplies of natural gas or supplemental gas. The other,
CILCO Energy Corporation, was organized to engage with others in a
joint venture for research and development of new sources of energy,
including conversion of coal and other minerals into gas.
CILCORP Investment Management Inc. ("CIM") - Organized to administer the
Company's investment policy and to manage its investment portfolio.
Incorporated in Illinois. Located in Peoria, Illinois. Through its
wholly-owned subsidiary CIM Energy Investments Inc. (Incorporated in
Illinois. Located in Peoria, Illinois), CIM has a limited
partnership interest in the Energy Investors Fund, L.P. ("Fund").
The Fund invests in non-regulated, non-utility facilities for the
production of electricity or thermal energy. CIM also owns 100% of
the capital stock of CILCORP Lease Management Inc. ("CLM"), a
Delaware corporation located in Peoria, Illinois. CLM was organized
to enter into leveraged lease transactions. CLM has two leveraged
lease investments: a coal dragline located in Illinois and an
interest in an electric generating unit located in Arizona. CLM has
the following wholly-owned subsidiaries with leveraged lease
investments as indicated: CLM Inc.-IV (Incorporated in Delaware.
Located in Peoria, Illinois) - an office building in California;
CLM Inc.-VI (Incorporated in Delaware. Located in Peoria,
Illinois) - an office building in Delaware; and CLM Inc.-VII and
CLM Inc.-VIII (both of which are Delaware corporations and located
in Peoria, Illinois) - 24 wholesale club buildings in eight states.
CIM Leasing Inc., a wholly-owned subsidiary (Incorporated in
Delaware. Located in Peoria, Illinois) holds a leveraged lease
investment in passenger railcars. CIM Air Leasing Inc., a
wholly-owned subsidiary (Incorporated in Delaware, Located in
Peoria, Illinois) holds a partnership interest in a leveraged lease
investment in a commercial aircraft. CIM holds a limited partnership
interest in Illinois Equity Fund 1992 Limited Partnership.
CILCORP Ventures Inc. - Organized to pursue investment opportunities in
new ventures and to expand existing ventures. Incorporated in
Illinois. Located in Peoria, Illinois.
Environmental Science & Engineering, Inc. ("ESE") - Organized to provide
environmental consulting and analytical services. Incorporated in
Delaware. Corporate offices located in Peoria, Illinois. ESE has
seven wholly-owned subsidiaries: Keck Instruments (Incorporated in
Michigan. Located in Williamston, Michigan), which manufactures
geophysical instruments used in environmental applications; Chemrox,
Inc. (Incorporated in Connecticut. Located in Shelton, Connecticut),
which manufactures products and provides engineering services for
the safe use and control of ethylene oxide and chlorofluorocarbons;
ESE Biosciences, Inc. (Incorporated in Delaware. Located in
Charlotte, North Carolina), which offers on-site biological
treatment of contaminated soil and groundwater; ESE Architectural
Services, Inc. (Incorporated in Illinois. Located in Peoria,
Illinois), which provides architecture and design services; National
Professional Casualty Co. (Incorporated in Vermont. Located in
Peoria, Illinois), provides professional liability insurance to ESE;
ESE International Ltd. (Incorporated in Illinois. Located in Peoria,
Illinois), which provides engineering and consulting services in
foreign countries; and ESE Michigan, Inc. (Incorporated in Michigan.
Located in Williamston, Michigan), which provides the same services
as its parent, ESE.
CILCORP Development Services Inc. - Organized to construct a steam
production plant in Pekin, Illinois which, subject to necessary
regulatory approvals, is intended to be owned and operated by CILCO.
Incorporated in Illinois. Located in Peoria, Illinois.
2. CILCORP Inc. is a holding company and has no properties used for the
generation, transmission, and distribution of electric energy for
sale, or for the production, transmission, and distribution of
natural or manufactured gas. Its only public utility subsidiary,
CILCO, organized in 1913, is engaged in the generation,
transmission, distribution and sale of electric energy in an area of
approximately 3,700 square miles in central and east-central
Illinois, and the purchase, distribution, transportation and sale of
natural gas in an area of approximately 4,500 square miles in
central and east-central Illinois. CILCO renders electric service to
retail customers in 136 communities in Illinois. CILCO renders gas
service to customers in 128 communities in Illinois.
Electric Operations:
At December 31, 1993, CILCO owned and operated two steam-electric
generating plants and two combustion turbine-generators, all of
which are located in the State of Illinois. These facilities had an
available summer capability of 1,136,000 kilowatts in 1993. The two
major generating facilities of CILCO (representing 97.4% of CILCO's
available summer capability projected for 1994), all of which are
fueled with coal are as follows:
Available Capability
(Summer)
Actual
Station & Unit 1993
Duck Creek Unit 1 366,000
E. D. Edwards -
Unit 1 117,000
Unit 2 262,000
Unit 3 361,000
CILCO's transmission system (all of which is located in the State of
Illinois and none of which delivers or receives electric energy at
the state border) includes 285 circuit miles operating at 138,000
volts and 48 circuit miles operating at 345,000 volts and includes
14 principal substations with an installed capacity of 3,343,200
kilovolt-amperes. CILCO's electric distribution systems (all of
which are located in the State of Illinois) include approximately
6,210 pole and tower miles of overhead lines and 1,912 miles of
underground distribution cables. The distribution systems also
include 106 substations with an installed capacity of
1,996,995 kilovolt-amperes.
Natural Gas Operations:
CILCO's gas systems aggregate approximately 3,406 miles of transmis
sion and distribution mains (all of which are located in the State
of Illinois and none of which delivers or receives gas at the state
border). CILCO has an underground gas storage facility located near
Glasford, Illinois which has a present recoverable capacity of
approximately 4,500,000 Mcf with daily withdrawal capacity of up to
approximately 150,000 Mcf, depending on field pressure. An
additional storage field near Lincoln, Illinois has a present
recoverable capacity of approximately 5,200,000 Mcf with a daily
withdrawal capacity of up to approximately 63,000 Mcf, depending on
field pressure.
3. The following information provides electric and gas data for CILCO for
the year ended December 31, 1993:
a. Number of Kwh of electric energy sold:
Retail 5,313,437,850
Wholesale 218,653,944
Number of Mcf of natural or manufactured gas distributed:
Retail 27,767,000
Transported Gas 22,195,000
b. Number of Kwh of electric energy distributed at retail outside
of Illinois:
None
Number of Mcf of natural or manufactured gas distributed at
retail outside of Illinois:
None
c. Number of Kwh of electric energy sold at wholesale outside
Illinois, or at the state line:
None
Number of Mcf of natural or manufactured gas sold at wholesale
outside Illinois, or at the state line:
None
d. Number of Kwh of electric energy purchased outside of Illinois,
or at the state line:
None
Number of Mcf of natural or manufactured gas purchased outside
of Illinois, or at the state line:
During 1993, CILCO purchased 32,091,477 Mcf of natural gas
under arrangements with pipeline suppliers (Panhandle
Eastern Pipe Line Company, Midwestern Gas Transmission
Company, Natural Gas Pipeline Company of America and
Trunkline Gas Company). The bulk of this gas was purchased
on the spot market and was transported to CILCO's service
territory by those suppliers.
4. The Company does not hold any interest in an exempt wholesale generator
or foreign utility company.
Exhibit A. Consolidating statement of income and surplus of the claimant
and its subsidiary companies for the year ended December 31, 1993 and a
consolidating balance sheet of claimant and its subsidiary companies as of
December 31, 1993.
Exhibit B. Financial Data Schedule.
The above-named claimant has caused this statement to be duly executed
on its behalf by its authorized officer on this 23rd day of February, 1994.
CILCORP Inc.
By s/R. O. Viets
R. O. Viets, President and
Chief Executive Officer
Attest:
s/M. J. Murray
M. J. Murray, Secretary
All notices and correspondence concerning this statement should be
addressed to:
John G. Sahn, Vice President
CILCORP Inc.
300 Hamilton Boulevard, Suite 300
Peoria, IL 61602
<TABLE>
CILCORP INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR YEAR ENDED DECEMBER 31, 1993
(Thousands of Dollars Except Per Share Amounts)
<CAPTION>
CIM CVI CONSOL. TOTAL CONSOL. CILCORP
CILCORP CONSOL. CONSOL. ESE ADJUST. NONUTILITY CILCO ADJUST. CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue
Electric 0 0 0 0 0 0 303,124 0 303,124
Gas 0 150,754 150,754
Environmental and Engineering Services 123,162 123,162 123,162
Other Businesses 9 6,884 120 0 7,013 458 7,471
Total 9 6,884 120 123,162 0 130,175 453,878 458 584,511
Operating Expenses
Fuel for Generation and Purchased Power 0 100,866 100,866
Gas Purchased for Resale 0 79,022 79,022
Other Operations and Maintenance (154) 876 329 117,364 (152) 118,263 107,771 (899) 225,135
Depreciation and Amortization 176 6,064 6,240 53,023 712 59,975
Taxes, Other than Income Taxes 164 17 861 1,042 30,781 4,055 35,878
Total 186 893 329 124,289 (152) 125,545 371,463 3,868 500,876
Fixed Charges and Other
Interest Expense 2,561 2,215 1,719 (1,586) 4,909 22,454 27,363
Preferred Stock Dividends of Subsidiary 0 4,043 4,043
Allowance for Funds Used During Construction 0 (199) (199)
Other 0 255 261 516
Total 2,561 2,215 0 1,719 (1,586) 4,909 26,553 261 31,723
Income Before Income Taxes (2,738) 3,776 (209) (2,846) 1,738 (279) 55,862 (3,671) 51,912
Income Taxes (1,089) (474) (83) (580) (2,226) 22,227 (1,932) 18,069
Net Income Including Minority Interest (1,649) 4,250 (126) (2,266) 1,738 1,947 33,635 (1,739) 33,843
Minority Interest 260 260 260
Net Income Available for Common Stockholders (1,649) 3,990 (126) (2,266) 1,738 1,687 33,635 (1,739) 33,583
Average Common Shares Outstanding (000) 12,914
Total Net Income per Average Common share 2.60
Dividends Per Common Share 2.46
</TABLE>
<TABLE>
CILCORP INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1993
(Thousands of Dollars)
<CAPTION>
CILCO CIM CVI CONSOL. CILCORP
CONSOL. CONSOL. CONSOL. ESE CILCORP ADJUSTMENTS CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Current Assets 116,704 48,489 1,171 38,242 16,758 (64,409) 156,955
Investment in CILCO 294,306 (294,306) 0
Investment in CIM 50,007 (50,007) 0
Investment in CVI 803 (803) 0
Investment in ESE 51,273 (51,273) 0
Investments and Other Property 2,866 118,918 755 20,000 (20,283) 122,256
Property, Plant and Equipment 834,411 23,116 1,057 858,584
Other Assets 34,344 7 26,080 211 3 60,645
Total Assets 988,325 167,414 1,926 87,438 434,415 (481,078) 1,198,440
Current Liabilities 79,388 15,911 1,125 9,710 68,011 (64,438) 109,707
Long-Term Debt 278,321 21,000 20,389 26,000 (19,999) 325,711
Deferred Credits 270,190 80,496 6,066 (1,474) (252) 355,026
Preferred Stock 66,120 66,120
Common Stock 185,661 44,777 2,185 52,350 165,662 (284,973) 165,662
Retained Earnings 108,645 5,230 (1,384) (1,077) 176,216 (111,416) 176,214
Total Liabilities and Stockholder's Equity 988,325 167,414 1,926 87,438 434,415 (481,078) 1,198,440
</TABLE>
<TABLE>
CILCORP INVESTMENT MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 1993
(Thousands of Dollars)
<CAPTION>
CLM CIM ENERGY CIM CIM AIR CONSOL. CIM
CIM CONSOL. INV LEASING LEASING ADJUSTMENTS CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue
Leveraged Lease Income 4,001 197 82 4,280
Interest Income 486 318 (486) 318
Other Income 165 2,009 112 2,286
Total Revenue 651 6,328 112 197 82 (486) 6,884
Expenses
Operating Expenses 549 327 876
Taxes, Other than Income Taxes 8 0 9 17
Interest Expense 3 2,211 390 79 18 (486) 2,215
Total Expenses 560 2,538 399 79 18 (486) 3,108
Income Before Income Taxes 91 3,790 (287) 118 64 0 3,776
Income Taxes 36 (468) (114) 47 25 (474)
Net Income Including Minority Interest 55 4,258 (173) 71 39 0 4,250
Minority Interest 260 260
Net Income 55 3,998 (173) 71 39 0 3,990
</TABLE>
<TABLE>
CILCORP INVESTMENT MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1993
(Thousands of Dollars)
<CAPTION>
CLM CIM ENERGY CIM CIM AIR CONSOL. CIM
CIM CONSOL. INV LEASING LEASING ADJUSTMENTS CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Current Assets 54,784 11,212 (17,507) 48,489
Investment in CLM 10,348 (10,348) 0
Investment in CIM ENERGY (665) 665 0
Investment in CIM LEASING 72 (72) 0
Investment in CIM AIR LEASING 39 (39) 0
Investments and Other Property 101,088 4,116 4,002 9,712 118,918
Other Assets 7 7
Total Assets 64,585 112,300 4,116 4,002 9,712 (27,301) 167,414
Current Liabilities 14,579 1,456 4,413 3,495 9,475 (17,507) 15,911
Long-Term Debt 21,000 21,000
Deferred Taxes 79,496 367 435 198 80,496
Common Stock 44,777 2,730 1 1 1 (2,733) 44,777
Retained Earnings 5,230 7,618 (666) 71 38 (7,061) 5,230
Total Liabilities and Stockholder's Equity 64,586 112,300 4,115 4,002 9,712 (27,301) 167,414
</TABLE>
<TABLE>
CILCORP LEASE MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 1993
(Thousands of Dollars)
<CAPTION>
CONSOL. CLM
CLM CLM 1 & 2 CLM 4 CLM 6 CLM 7 & 8 ADJUSTMENTS CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue
Leveraged Lease Income 196 1,089 1,936 780 4,001
Interest Income 1,783 169 (1,634) 318
Other Income 2,009 2,009
Total Revenue 3,988 169 1,089 1,936 780 (1,634) 6,328
Expenses
Operating Expenses 324 0 3 327
Interest Expense 2,209 274 499 778 85 (1,634) 2,211
Total Expenses 2,533 274 502 778 85 (1,634) 2,538
Income Before Income Taxes 1,455 (105) 587 1,158 695 0 3,790
Income Taxes (1,945) (86) 370 665 528 (468)
Net Income Including Minority Interest 3,400 (19) 217 493 167 0 4,258
Minority Interest 260 0 260
Net Income 3,140 (19) 217 493 167 0 3,998
</TABLE>
<TABLE>
CILCORP LEASE MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1993
(Thousands of Dollars)
<CAPTION>
CONSOL. CLM
CLM CLM 1 & 2 CLM 4 CLM 6 CLM 7 & 8 ADJUSTMENTS CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Current Assets 12,941 (1,729) 11,212
Investment in CLM 1 & 2 979 (979) 0
Investment in CLM 4 738 15,323 28,472 19,244 (738) 63,039
Investment in CLM 6 1,538 (1,538) 0
Investment in CLM 7 & 8 939 (939) 0
Investments and Other Property 38,049 38,049
Other Assets 14,801 (14,801) 0
Total Assets 69,985 0 15,323 28,472 19,244 (20,724) 112,300
Current Liabilities 876 (979) 6,801 10,319 970 (16,531) 1,456
Long-Term Debt 21,000 21,000
Deferred Taxes 37,763 7,784 16,614 17,335 79,496
Preferred Stock 0
Common Stock 2,730 2 1 1 2 (6) 2,730
Retained Earnings 7,618 977 737 1,537 937 (4,188) 7,618
Total Liabilities and Stockholder's Equity 69,987 0 15,323 28,471 19,244 (20,725) 112,300
</TABLE>
CILCORP INC. AND SUBSIDIARIES Exhibit B
FOR THE YEAR ENDED DECEMBER 31, 1993 Page 1 of 1
(Thousands of Dollars)
[S] [C]
Total Assets 1,198,440
Total Operating Revenues 584,511
Net Income 33,583
