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 directly holds one
leveraged lease investment 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 and a leveraged lease investment in
a coal dragline located in Illinois. 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 and
Illinois Equity Fund 1994 Limited Partnership, which invest in
affordable housing projects in Illinois.
CILCORP Ventures Inc. ("CVI") - Organized to pursue investment
opportunities in new ventures and to expand existing ventures.
(Incorporated in Illinois. Located in Peoria, Illinois.) CVI has one
wholly owned subsidiary, CILCORP Energy Services Inc. (Incorporated in
Illinois. Located in Peoria, Illinois) which was formed to promote
energy-related products and services in non-regulated markets.
Environmental Science & Engineering, Inc. ("ESE") - Organized to provide
environmental consulting and analytical services. Incorporated in
Delaware. Corporate offices located in Peoria, Illinois. ESE has
eight 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 Raleigh,
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; Savannah Resources Corp. (Incorporated in California.
Located in Fountain Valley, California) organized to purchase
distressed real estate for resale.
CILCORP Development Services Inc. ("CDS") - Organized to construct a
steam production plant in Pekin, Illinois which, subject to
necessary regulatory approvals, was intended to be owned and
operated by CILCO. CILCO now owns and operates this facility.
(Incorporated in Illinois. Located in Peoria, Illinois.) CDS was
dissolved voluntarily on December 28, 1994.
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, 1994, CILCO owned and operated two steam-electric
generating plants and two combustion turbine-generators, all of
which are located in the State of Illinois. CILCO is constructing a
20 megawatt cogeneration plant which is scheduled to be completed by
mid-1995. These facilities had an available summer capability of
1,136,000 kilowatts in 1994. The two major generating facilities of
CILCO (representing 96% of CILCO's available summer capability
projected for 1995), all of which are fueled with coal are as
follows:
Available Capability
(Summer)
Actual
Station & Unit 1994
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 3,364,200
kilovolt-amperes. CILCO's electric distribution systems (all of
which are located in the State of Illinois) include approximately
6,212 pole and tower miles of overhead lines and 1,941 miles of
underground distribution cables. The distribution systems also
include 105 substations with an installed capacity of
2,003,485 kilovolt-amperes.
Natural Gas Operations:
CILCO's gas systems aggregate approximately 3,425 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, 1994:
a. Number of Kwh of electric energy sold:
Retail 5,460,195,763
Wholesale 374,699,707
Number of Mcf of natural or manufactured gas distributed:
Retail 26,800,861
Transported Gas 23,915,950
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 1994, CILCO purchased 26,104,874 Mcf of natural gas
under arrangements with pipeline suppliers. 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, 1994 and a
consolidating balance sheet of claimant and its subsidiary companies as of
December 31, 1994.
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 24th day of February, 1995.
CILCORP Inc.
By s/ R. O. Viets
R. O. Viets, President and
Chief Executive Officer
Attest:
s/ John G. Sahn
John G. Sahn, Secretary
All notices and correspondence concerning this statement should be
addressed to:
John G. Sahn, Secretary
CILCORP Inc.
300 Hamilton Boulevard, Suite 300
Peoria, IL 61602
<TABLE>
CILCORP INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1994
(Thousands of Dollars)
<CAPTION>
CIM CVI CONSOL. TOTAL CILCO CONSOL. CILCORP
CONSOL. CONSOL. ESE CILCORP ADJUST. NONUTIL CONSOL. ADJUST. CONSOL.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Current Assets 85 1,645 46,489 14,865 (9,600) 53,484 111,950 (6,195) 159,239
Investment in CILCO 307,786 307,786 (307,786) 0
Investment in CIM 5,919 (5,919) 0 0
Investment in CVI 717 (717) 0 0
Investment in ESE 53,096 (53,096) 0 0
Investments and Other Property 122,662 1,047 20,000 (20,000) 123,709 3,254 (575) 126,388
Property, Plant and Equipment 1 22,255 896 23,152 868,541 891,693
Other Assets 82 356 24,924 337 25,699 35,253 112 61,064
Total Assets 122,829 3,049 93,668 403,616 (89,332) 411,001 1,018,998 (314,444) 1,238,384
Current Liabilities 21,038 2,334 14,220 13,644 (5,600) 45,636 98,906 (6,538) 138,004
Long-Term Debt 7,000 20,336 45,000 (24,000) 48,336 278,359 326,695
Deferred Credits 88,872 6,016 255 95,143 267,827 (120) 362,850
Preferred Stock 0 66,120 66,120
Common Stock 5,723 2,185 52,350 167,987 (60,258) 167,987 185,661 (185,661) 167,987
Retained Earnings 196 (1,470) 746 176,730 526 176,728 122,125 (122,125) 176,728
Total Liabilities and Stockholder's Equity 122,829 3,049 93,668 403,616 (89,332) 411,001 1,018,998 (314,444) 1,238,384
</TABLE>
<TABLE>
CILCORP INVESTMENT MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1994
(Thousands of Dollars)
<CAPTION>
CLM CIM ENE CIM CIM AIR CONSOL. CIM
CIM CONSOL INV LEASING LEASING ADJUSTMEN CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Current Assets 8,986 3,479 (12,380) 85
Investment in CLM 1,526 (1,526) 0
Investment in CIM ENERGY (725) 725 0
Investment in CIM LEASING 4,296 (4,296) 0
Investment in CIM AIR LEASING 1,278 (1,278) 0
Investments and Other Property 11 88,731 1,690 20,618 11,611 1 122,662
Other Assets 82 82
Total Assets 15,454 92,210 1,690 20,618 11,611 (18,754) 122,829
Current Liabilities 5,536 18,632 1,851 2,716 4,682 (12,378) 21,039
Long-Term Debt 4,000 3,000 7,000
Deferred Taxes 69,052 564 13,606 5,650 88,872
Common Stock 7,723 730 1 1 1 (2,733) 5,723
Retained Earnings (1,805) 796 (726) 4,295 1,278 (3,643) 195
Total Liabilities and Stockholder's Equity 15,454 92,210 1,690 20,618 11,611 (18,754) 122,829
</TABLE>
<TABLE>
CILCORP LEASE MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1994
(Thousands of Dollars)
<CAPTION>
CONSOL. CLM
CLM CLM 1 &CLM 4 CLM 6 CLM 7 & 8ADJUSTMENT CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Current Assets 51 3,428 3,479
Investment in CLM 1 & 2 0 0 0
Investment in CLM 4 1,087 16,454 (1,087) 16,454
Investment in CLM 6 2,187 30,333 (2,187) 30,333
Investment in CLM 7 & 8 1,182 19,632 (1,182) 19,632
Investments and Other Property 22,312 22,312
Other Assets 19,667 (19,667) 0
Total Assets 46,486 0 16,454 30,333 19,632 (20,695) 92,210
Current Liabilities 17,675 0 7,000 10,134 63 (16,240) 18,632
Long-Term Debt 3,000 3,000
Deferred Taxes 24,285 8,367 18,013 18,387 69,052
Preferred Stock 0
Common Stock 730 0 1 1 2 (4) 730
Retained Earnings 796 0 1,086 2,185 1,179 (4,450) 796
Total Liabilities and Stockholder's Equity 46,486 0 16,454 30,333 19,631 (20,694) 92,210
</TABLE>
<TABLE>
CILCORP INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR YEAR ENDED DECEMBER 31, 1994
(Thousands of Dollars Except Per Share Amounts)
<CAPTION>
CIM CVI CONSOL. TOTAL CONSOL. CILCORP
CILCORP CONSOL CONSOL. ESE ADJUST. NONUTIL CONSOL. ADJUST. CONSOL.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue
Electric 0 313,085 313,085
Gas 0 148,285 148,285
Environmental and Engineering Services 132,799 132,799 132,799
Other Businesses 599 8,988 1,007 10,594 376 10,970
Total 599 8,988 1,007 132,799 0 143,393 461,370 376 605,139
Operating Expenses
Fuel for Generation and Purchased Power 0 106,617 106,617
Gas Purchased for Resale 0 78,696 78,696
Other Operations and Maintenance 1,747 840 1,147 121,159 (151) 124,742 109,318 263 234,323
Disallowed Plant Cost of Regulated Subsidiary 0 0 7,522 7,522
Depreciation and Amortization 195 5,867 6,062 54,349 732 61,143
Taxes, Other than Income Taxes 163 10 776 949 32,395 3,781 37,125
Total 2,105 850 1,147 127,802 (151) 131,753 381,375 12,298 525,426
Fixed Charges and Other
Interest Expense 3,506 1,972 3 1,915 (1,855) 5,541 20,800 26,341
Preferred Stock Dividends of Subsidiary 0 2,980 2,980
Allowance for Funds Used During Construction 0 (1,040) (1,040)
Other 0 6,259 (5,593) 666
Total 3,506 1,972 3 1,915 (1,855) 5,541 28,999 (5,593) 28,947
Income Before Income Taxes (5,012) 6,166 (143) 3,082 2,006 6,099 50,996 (6,329) 50,766
Income Taxes (1,988) 1,800 (57) 1,258 1,013 21,488 (4,321) 18,180
Net Income Available for Common Stockholder (3,024) 4,366 (86) 1,824 2,006 5,086 29,508 (2,008) 32,586
Average Common Shares Outstanding (000) 13,026
Total Net Income per Average Common share 2.50
Dividends Per Common Share 2.46
</TABLE>
<TABLE>
CILCORP INVESTMENT MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 1994
(Thousands of Dollars)
<CAPTION>
CLM CIM ENERCIM CIM AIR CONSOL. CIM
CIM CONSOL.INV LEASING LEASING ADJUSTMENTCONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue
Leveraged Lease Income 3,819 580 2,509 6,908
Interest Income 1,071 303 (1,272) 102
Other Income 1,765 213 1,978
Total Revenue 1,071 5,887 213 580 2,509 (1,272) 8,988
Expenses
Operating Expenses 467 373 840
Taxes, Other than Income Taxes 8 2 10
Interest Expense 608 1,667 311 203 455 (1,272) 1,972
Total Expenses 1,083 2,040 313 203 455 (1,272) 2,822
Income Before Income Taxes (12) 3,847 (100) 377 2,054 0 6,166
Income Taxes 3 883 (40) 140 814 1,800
Net Income Including Minority Interest (15) 2,964 (60) 237 1,240 0 4,366
Minority Interest 0 0
Net Income (15) 2,964 (60) 237 1,240 0 4,366
</TABLE>
<TABLE>
CILCORP LEASE MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 1994
(Thousands of Dollars)
<CAPTION>
CONSOL. CLM
CLM CLM 1 &CLM 4 CLM 6 CLM 7 & 8ADJUSTMENTCONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue
Leveraged Lease Income 397 1,132 1,862 428 3,819
Interest Income 1,600 0 (1,297) 303
Other Income 1,765 1,765
Total Revenue 3,762 0 1,132 1,862 428 (1,297) 5,887
Expenses
Operating Expenses 323 0 35 3 12 373
Interest Expense 1,663 (29) 520 790 20 (1,297) 1,667
Total Expenses 1,986 (29) 555 793 32 (1,297) 2,040
Income Before Income Taxes 1,776 29 577 1,069 396 0 3,847
Income Taxes 68 12 228 421 154 883
Net Income Including Minority Interest 1,708 17 349 648 242 0 2,964
Minority Interest 0 0
Net Income 1,708 17 349 648 242 0 2,964
</TABLE>
<TABLE>
CILCORP INC. AND SUBSIDIARIES Exhibit B
FOR THE YEAR ENDED DECEMBER 31, 1994
(Thousands of Dollars)
<S> <C>
Total Assets 1,238,384
Total Operating Revenues 605,139
Net Income 32,586
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,238,384
<TOTAL-OPERATING-REVENUES> 605,139
<NET-INCOME> 32,586
</TABLE>
