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 active 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 holds a limited partnership interest in Illinois
Equity Fund 1992 Limited Partnership, Illinois Equity Fund 1994 Limited
Partnership, Illinois Equity Fund 1996 Limited Partnership and Illinois
Equity Fund 1998 Limited Partnership, which invest in affordable housing
projects in Illinois. CIM also holds a limited partnership interest in
House Investments - Midwest Corporate Tax Credit Fund, L.P., House
Investments - Midwest Corporate Tax Credit Fund II, L. P. and Banc One
Tax Credit Fund III, L. P., which invest in affordable housing
projects. CIM owns 100% of the capital stock of the following
corporations: CIM Leasing Inc., (Incorporated in Delaware. Located in
Peoria, Illinois) which holds a leveraged lease investment in passenger
railcars, a leveraged lease investment in a coal dragline located in
Illinois, and a limited partnership interest in SunAmerica Affordable
Housing Partners 51 which invests in affordable housing projects; CIM Air
Leasing Inc., (Incorporated in Delaware. Located in Peoria, Illinois)
which holds a partnership interest in a leveraged lease investment in a
commercial aircraft and CILCORP Lease Management Inc. ("CLM"),
(Incorporated in Delaware. 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 a waste-to-energy electric generating facility;
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.
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.
QST Enterprises Inc. ("QST"): Organized primarily to provide energy and
related products and services in non-regulated retail and wholesale
energy markets. (Incorporated in Illinois. Located in Peoria,
Illinois.) QST conducts its business activities through the
following direct or indirect wholly-owned subsidiaries. QST Energy
Inc. ("QST Energy") (Incorporated in Illinois. Offices in Peoria
and Chicago, Illinois, and Pittsburgh, Pennsylvania, subsidiary of
QST.) provides energy and related products and services to retail
energy customers nationwide who may choose QST Energy as an
alternative to a regulated public utility. QST Energy Trading Inc.
(Incorporated in Illinois. Office in Houston, Texas, subsidiary of
QST Energy) purchases energy at wholesale from regulated utilities,
power marketers, municipalities or other suppliers for sale to
either QST Energy or to non-affiliated wholesale customers such as
other marketers and regulated public utilities. QST Communications
Inc. (Incorporated in Illinois. Located in Peoria, Illinois,
subsidiary of QST) provides fiber optic telecommunications services
to businesses and individuals in central Illinois. QST Environmental
Inc. ("QST Environmental") (Incorporated in Delaware. Corporate
offices located in Peoria, Illinois.) provides environmental
consulting, analytical and remediation services. QST Environmental
has six wholly-owned active subsidiaries: Keck Instruments, Inc.
(Incorporated in Michigan. Located in Williamston, Michigan)
manufactures geophysical instruments used in environmental
applications; Chemrox, Inc. (Incorporated in Connecticut. Located in
Peoria, Illinois) formerly manufactured products and provided
engineering services for the safe use and control of ethylene oxide
and chlorofluorocarbons; QST Architectural Services, Inc.
(Incorporated in Illinois. Located in Peoria, Illinois) provides
architectural services in Illinois; National Professional Casualty
Co. (Incorporated in Vermont. Located in Peoria, Illinois) provides
professional and pollution liability insurance to QST Environmental;
ESE Land Corporation (Incorporated in Illinois. Located in Peoria,
Illinois), through special purpose subsidiaries or directly,
maintains interests in environmentally distressed parcels of real
estate acquired for resale; and Environmental Staffing Solutions,
Inc. (Incorporated in Illinois. Located in Peoria, Illinois)
provides employee leasing services. In addition, QST Environmental
owns a minority interest in ESE Ohio, Inc. (Incorporated in
Illinois. Located in Miamisburg, Ohio) which provides professional
engineering services in the State of Ohio.
CILCORP Inc. also has the following indirect inactive subsidiaries:
ESE Biosciences Inc. (Incorporated in Delaware); Environmental
Science & Engineering, Inc. (Incorporated in Delaware);
Environmental Science & Engineering, Inc. (Incorporated in
Michigan); Placentia Development Corporation (Incorporated in
Illinois); Savannah Resources Corp. (Incorporated in California);
Wilmington Land Company (Incorporated in Illinois); ELC Makena I LLC
(Organized in California); North Shore at Mandalay Bay, LLC
(Organized in California); and Palm City Developers LLC (Organized
in Nevada).
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 138 communities in Illinois. CILCO renders gas
service to customers in 129 communities in Illinois.
Electric Operations:
At December 31, 1997, CILCO owned and operated two steam-electric
generating plants and two combustion turbine-generators and a gas-
fired cogeneration plant, all of which are located in the State of
Illinois. These facilities had an available summer capability of
1,152,000 kilowatts in 1997. The two major generating facilities of
CILCO (representing 96% of CILCO's available summer capability
projected for 1998), all of which are fueled with coal are as
follows:
Available Capability
(Summer)
Actual
Station & Unit 1997
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 284 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
6,220 pole and tower miles of overhead lines and 2,050 miles of
underground distribution cables. The distribution systems also
include 105 substations with an installed capacity of
2,007,860 kilovolt-amperes.
Natural Gas Operations:
CILCO's gas systems aggregate approximately 3,541 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 120,000 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 45,000 Mcf, depending on
field pressure.
3. The following information provides electric and gas data for CILCO for
the year ended December 31, 1997:
a. Number of Kwh of electric energy sold:
Retail 5,459,042,131
Wholesale 882,763,651
Number of Mcf of natural or manufactured gas distributed:
Retail 31,924,130
Transported Gas 21,489,490
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 1997, CILCO purchased 40,637,511 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, 1997 and a
consolidating balance sheet of claimant and its subsidiary companies as of
December 31, 1997.
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 25th day of February, 1998.
CILCORP Inc.
By ____________________
R. O. Viets, President and
Chief Executive Officer
Attest:
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, 1997
(Thousands of Dollars)
<CAPTION>
CIM CVI QST QST CONSOL. TOTAL CILCO CONSOL. CILCORP
CONSOL. CONSOL. CONSOL(1) ENVIRON. CILCORP ADJUST. NONUTIL CONSOL. ADJUST. CONSOL.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Current Assets 160 4,166 88,871 26,453 22,664 (22,089) 120,225 126,984 (1,486) 245,723
Investment in CILCO 332,743 (1) 332,742 (332,742) 0
Investment in CIM 10,847 (10,847) 0 0
Investment in CVI 648 (648) 0 0
Investment in ESE 0 0
Investment in QST 36,073 (36,073) 0 0
Investments and Other Property 163,172 746 34,498 (35,153) 163,263 4,269 167,532
Property, Plant and Equipment 8 7,230 13,142 591 20,971 868,430 889,401
Other Assets 149 1,767 6,949 321 5 9,191 22,972 32,163
Total Assets 163,481 4,920 97,868 46,544 438,385 (104,806) 646,392 1,022,655 (334,228) 1,334,819
Current Liabilities 20,159 4,201 87,413 20,591 55,149 (34,477) 153,036 97,332 250,368
Long-Term Debt 22,000 192 30,500 (22,000) 30,692 267,836 298,528
Deferred Credits 110,475 74 21 122 140 (761) 110,071 258,625 (1,486) 367,210
Preferred Stock 0 66,120 66,120
Common Stock 5,822 5,109 24,275 52,350 192,567 (87,556) 192,567 185,661 (185,661) 192,567
Retained Earnings 5,025 (4,464) (13,841) (26,711) 160,029 39,988 160,026 147,081 (147,081) 160,026
Total Liab & Stkhldr' Equity 163,481 4,920 97,868 46,544 438,385 (104,806) 646,392 1,022,655 (334,228) 1,334,819
</TABLE>
[FN]
(1) -- Excluding QST Environmental
</FN>
<TABLE>
CILCORP INVESTMENT MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1997
(Thousands of Dollars)
<CAPTION>
CLM CIM ENRGY CIM CIM AIR CONSOL. CIM
CIM CONSOL INV LEASING LEASING ADJUST CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Current Assets 56 104 160
Investment in CLM 4,970 (4,970) 0
Investment in CIM ENERGY (1,147) 1,147 0
Investment in CIM LEASING 6,594 (6,594) 0
Investment in CIM AIR LEASING 3,119 (3,119) 0
Investments and Other Property 45,755 106,526 1,158 32,132 14,799 (37,198) 163,172
Other Assets 149 149
Total Assets 59,496 106,630 1,158 32,132 14,799 (50,734) 163,481
Current Liabilities 17,897 25,568 1,588 14,287 (1,983) (37,198) 20,159
Long-Term Debt 22,000 22,000
Deferred Credits 8,752 76,092 717 11,252 13,662 110,475
Common Stock 5,822 730 1 1 1 (733) 5,822
Retained Earnings 5,025 4,240 (1,148) 6,592 3,119 (12,803) 5,025
Total Liab & Stkhldr'Equity 59,496 106,630 1,158 32,132 14,799 (50,734) 163,481
</TABLE>
<TABLE>
CILCORP LEASE MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1997
(Thousands of Dollars)
<CAPTION>
CONSOL. CLM
CLM CLM 4 CLM 6 CLM 7 & 8 ADJUST CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C>
Current Assets 104 104
Investment in CLM 4 2,429 20,442 (2,429) 20,442
Investment in CLM 6 4,674 43,916 (4,674) 43,916
Investment in CLM 7 & 8 1,596 19,855 (1,596) 19,855
Investments and Other Property 22,312 1 22,313
Other Assets 20,988 (20,988) 0
Total Assets 52,103 20,442 43,916 19,855 (29,686) 106,630
Current Liabilities 24,355 8,132 16,589 (2,520) (20,988) 25,568
Long-Term Debt 0
Deferred Credits 22,778 9,882 22,653 20,779 76,092
Preferred Stock 0
Common Stock 730 1 1 2 (4) 730
Retained Earnings 4,240 2,427 4,673 1,594 (8,694) 4,240
Total Liab & Stkhldr' Equity 52,103 20,442 43,916 19,855 (29,686) 106,630
</TABLE>
<TABLE>
CILCORP INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR YEAR ENDED DECEMBER 31, 1997
(Thousands of Dollars Except Per Share Amounts)
<CAPTION>
CIM CVI QST QST CONSOL. TOTAL CILCO CONSOL. CILCORP
CILCORP CONSOL CONSOL. CONSOL(1) ENVIRON. ADJUST. NONUTIL CONSOL. ADJUST. CONSOL.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue
Electric 0 338,096 338,096
Gas 0 208,758 208,758
Non-Reg Energy and Energy Serv 346,290 346,290 346,290
Environmental and Engineering Serv 72,235 72,235 72,235
Other Businesses 38 6,818 4,011 239 11,106 11,106
Total 38 6,818 4,011 346,290 72,235 239 429,631 546,854 0 976,485
Operating Expenses
Fuel for Generation and Purch Power 25,898 25,898 115,081 140,979
Gas Purchased for Resale 325,436 325,436 123,531 448,967
Other Operations and Maintenance 463 1,824 7,153 10,300 67,648 5,870 93,258 109,833 203,091
Depreciation and Amortization 172 20 6 551 3,763 713 5,225 61,505 66,730
Goodwill Write-Off 22,613 22,613 22,613
Taxes, Other than Income Taxes 15 1 8 114 2,793 2,931 34,275 37,206
Total 650 1,845 7,167 362,299 96,817 6,583 475,361 444,225 0 919,586
Fixed Charges and Other
Interest Expense 4,537 2,951 76 303 439 (3,039) 5,267 22,646 27,913
Preferred Stock Dividends of Sub 0 3,216 3,216
Allow for Funds Used During Const 0 (134) (134)
Other (256) (256) 1,433 1,177
Total 4,537 2,951 76 303 439 (3,295) 5,011 27,161 0 32,172
Income Before Income Taxes (5,149) 2,022 (3,232) (16,312) (25,021) (3,049) (50,741) 75,468 0 24,727
Income Taxes (2,411) (224) (1,282) (6,469) (792) (3,049) (14,227) 29,317 15,090
Net Inc from Cont Oper Before
Extraordinary Item (2,738) 2,246 (1,950) (9,843) (24,229) 0 (36,514) 46,151 0 9,637
Income (Loss) from Oper of Disc
Business, Net of Tax of $(39) (54) (54) (54)
Gain on Sale of Assets of Disc Bus,
Net of Tax of $1889 2,712 2,712 2,712
Extraordinary Item 4,100 4,100
Net Inc Avail for Common (2,738) 2,246 (1,950) (9,843) (21,571) 0 (33,856) 50,251 0 16,395
Avg Common Shares Outstanding (000) 13,611
Total Net Inc per Avg Common share 1.20
Dividends Per Common Share 2.46
</TABLE>
[FN]
(1) -- Excluding QST Environmental
</FN>
<TABLE>
CILCORP INVESTMENT MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 1997
(Thousands of Dollars)
<CAPTION>
CLM CIM ENRGY CIM CIM AIR CONSOL. CIM
CIM CONSOL. INV LEASING LEASING ADJUST CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue
Leveraged Lease Income 4,123 1,307 566 5,996
Interest Income 2,027 3 (2,337) (307)
Other Income 3,402 99 1,031 (3,403) 1,129
Total Revenue 5,429 4,225 1,031 1,307 566 (5,740) 6,818
Expenses
Operating Expenses 1,791 44 9 1,844
Taxes, Other than Income Taxes 0 1 1
Interest Expense 2,667 1,726 85 903 (92) (2,338) 2,951
Total Expenses 4,458 1,771 85 912 (92) (2,338) 4,796
Income Before Income Taxes 971 2,454 946 395 658 (3,402) 2,022
Income Taxes (1,275) 971 378 (559) 261 (224)
Net Income Including Minority Int 2,246 1,483 568 954 397 (3,402) 2,246
Minority Interest 0 0
Net Income 2,246 1,483 568 954 397 (3,402) 2,246
</TABLE>
<TABLE>
CILCORP LEASE MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 1997
(Thousands of Dollars)
<CAPTION>
CONSOL. CLM
CLM CLM 4 CLM 6 CLM 7 & 8 ADJUST CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C>
Revenue
Leveraged Lease Income 1,454 2,669 4,123
Interest Income 1,392 (1,389) 3
Other Income 1,743 (1,644) 99
Total Revenue 3,135 1,454 2,669 0 (3,033) 4,225
Expenses
Operating Expenses 32 6 6 44
Interest Expense 1,726 609 981 (200) (1,389) 1,727
Total Expenses 1,758 615 987 (200) (1,389) 1,771
Income Before Income Taxes 1,377 839 1,682 200 (1,644) 2,454
Income Taxes (106) 330 662 85 971
Net Income Including Min Int 1,483 509 1,020 115 (1,644) 1,483
Minority Interest 0 0
Net Income 1,483 509 1,020 115 (1,644) 1,483
</TABLE>
<TABLE>
CILCORP INC. AND SUBSIDIARIES Exhibit B
FOR THE YEAR ENDED DECEMBER 31, 1997 Page 1 of 1
(Thousands of Dollars)
<S> <C>
Total Assets 1,334,819
Total Operating Revenues 976,485
Net Income 16,395
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,334,819
<TOTAL-OPERATING-REVENUES> 976,485
<NET-INCOME> 16,395
</TABLE>
