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File No. 1-9941
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2
Statement by Holding Company Claiming Exemption
Under Rule 2 from the Provisions of the Public
Utility Holding Company Act of 1935
for the Fiscal Year Ended December 31, 1993
To Be Filed Annually Prior to March 1
PSI Resources, Inc.
1000 East Main Street
Plainfield, IN 46168
February 24, 1994
File No. 1-9941
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2
Statement by Holding Company Claiming Exemption
Under Rule 2 from the Provisions of the Public
Utility Holding Company Act of 1935
To Be Filed Annually Prior to March 1
PSI Resources, 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 (Act). In support of such claim for exemption, the
following information is submitted:
1. Name, State of organization, location, and nature of
business of claimant and every subsidiary thereof.
PSI Resources, Inc. (Claimant) is an Indiana corporation
which was established in 1988, and has its principal
offices in Plainfield, Indiana. The Claimant is solely a
holding company and PSI Energy, Inc., (Energy), PSI
Investments, Inc. (Investments), PSI Recycling, Inc.
(Recycling), and PSI Argentina, Inc. (PSI Argentina) are
its subsidiaries. The Claimant owns all of the issued and
outstanding shares of Energy's common stock. However,
Energy does have outstanding cumulative preferred stock and
first mortgage bonds that were unaffected by the formation
of the Claimant. Energy has two wholly-owned subsidiaries,
South Construction Company, Inc. (South) and PSI Energy
Argentina, Inc. (PSI Energy Argentina). Investments has
seven wholly-owned subsidiaries, PSI Power Resource
Operations, Inc. (PSI PRO), PSI Power Resource Development,
Inc. (PSI PRD), Power Equipment Supply Co. (PESCO), PSI
Sunnyside, Inc. (Sunnyside), PSI International, Inc.
(International), PSI Environmental Corp. (Environmental),
and Wholesale Power Services, Inc. (Power Services). PSI
Argentina has two wholly-owned subsidiaries, Costanera
Power Corp. (CPC) and Energy Services Inc. of Buenos Aires
(Energy Services). The above subsidiaries are described
below.
Energy is an Indiana corporation engaged in the production,
transmission, distribution and sale of electric energy in
north central, central, and southern Indiana. Energy
serves approximately 1.9 million people located in 69 of
the state's 92 counties, including the cities of Terre
Haute, Kokomo, Columbus, Lafayette, Bloomington, and New
Albany. As such, Energy is the only subsidiary of the
Claimant that is a "public utility company" as defined by
the Act.
Energy owns all of the outstanding voting securities of
South. South is an Indiana corporation which was
incorporated in 1910. South has been used solely to own
real estate and interest in real estate which is either not
used and useful in the conduct of Energy's business or
which has some defect in title which is unacceptable to
Energy. South had no Operating Income in 1993.
PSI Energy Argentina is a wholly-owned subsidiary of Energy.
PSI Energy Argentina is an Indiana corporation which was
incorporated in 1992. The corporation was formed for the
purpose of acquiring, purchasing, owning, and holding the
stock of other energy, environmental, or functionally-
related corporations and as a holding company for Energy's
other energy ventures. PSI Energy Argentina is a member of
a multinational consortium which has controlling ownership
of Edesur, S.A. (Edesur). Edesur is an electricity-
distribution network serving the southern half of Buenos
Aires, Argentina which provides distribution services to
1.8 million customers. PSI Energy Argentina owns a small
equity interest in this project and provides operating and
consulting services. PSI Energy Argentina had no Revenues
in 1993.
Investments was incorporated in l988 under the laws of the
State of Indiana. Claimant owns all of the outstanding
voting securities of Investments. Investments was
incorporated for the purpose of acquiring assets of
functionally-related energy businesses and as a holding
company for Claimant's other energy ventures. Investments
has seven wholly-owned subsidiaries: PSI PRO was formed to
operate and maintain independent power
producer/cogeneration projects; PSI PRD was formed to
develop these types of projects; PESCO was formed to buy
equipment for resale, broker equipment and sell equipment
on consignment for others; Sunnyside and International were
formed to engage in the development, construction,
operation and/or ownership of cogenerating facilities or
power production facilities; Environmental was formed to
provide energy-related environmental services; and Power
Services was formed to engage in the business of brokering
power, emission allowances, electricity futures and related
products and services and provide consulting services in
the wholesale power related markets. Currently, PESCO and
Power Services are the only two operational subsidiaries.
The remaining subsidiaries have evaluated several business
opportunities; however, none of these opportunities have
resulted in the establishment of operations. Accordingly,
PESCO and Power Services were the only subsidiaries which
contributed to the Operating Revenues reported by
Investments in 1993.
Recycling was incorporated in 1990 under the laws of the
State of Indiana. Claimant owns all of the outstanding
voting securities of Recycling. Recycling was incorporated
to recycle paper, metal, plastic and other materials from
Energy and other sources. Goodwill Industries of Central
Indiana provides labor to Recycling and receives a portion
of the profits.
PSI Argentina was incorporated in 1992 under the laws of the
State of Indiana. Claimant owns all of the outstanding
voting securities of PSI Argentina. PSI Argentina was
incorporated to acquire, purchase, own, and hold the stock
of other energy, environmental, or functionally-related
corporations and to act as a holding company for Claimant's
other energy ventures. PSI Argentina has two wholly-owned
subsidiaries: CPC was formed to engage in the construction,
operation, development, or ownership of power production
facilities; and Energy Services was formed to engage in the
construction, operation, development, or ownership of power
production and distribution facilities. CPC is a member of
a multinational consortium which has controlling ownership
of the 1,260-megawatt (MW) Costanera power plant serving
Buenos Aires, Argentina. PSI Argentina owns a small equity
interest in this project and provides consulting services.
PSI Argentina's Revenues come from its investment in CPC
and from consulting services provided to both CPC and PSI
Energy Argentina.
2. A brief description of the properties of Claimant and each
of its subsidiary public utility companies used for the
generation, transmission and distribution of electric
energy for sale, indicating the location of principal
generating plants, transmission lines and distribution
facilities, including all such properties which are outside
the State in which Claimant and its subsidiaries are
organized and all transmission lines which deliver or
receive electric energy at the borders of such State.
At the date of the filing of this Statement, Claimant had no
properties. Claimant is solely a holding company owning
all of the issued and outstanding shares of common stock of
Energy, Investments, Recycling, and PSI Argentina.
Energy operates six steam electric generating stations, one
hydroelectric generating station, and sixteen rapid-start
internal combustion generating units, all within the State
of Indiana. Energy owns all of the above, except for
49.95% of Gibson Unit 5 which is jointly owned with Wabash
Valley Power Association, Inc. (WVPA) (25%) and Indiana
Municipal Power Agency (IMPA) (24.95%). As of December 31,
1993, all owned generating facilities combined to give
Energy a total winter net generating capability of 5,807
MW.
Energy wholly owns four coal-fired electric generating units
at its Gibson station with a combined net capability of
2,540 MW. Energy also owns 50.05% of a fifth coal-fired
electric generating unit at Gibson; its share of net
generation capability for the fifth unit is 313 MW. As
previously discussed, WVPA and IMPA own the remaining
49.95% of Gibson Unit 5. This station is located on the
Wabash River about 11 miles west of Princeton, Indiana.
Energy wholly owns two coal-fired electric generating units,
four oil-fired rapid-start peaking units, and one natural-
gas-fired rapid-start peaking unit at its Cayuga station
with a combined net capability of 1136 MW. This station is
located on the Wabash River about 3 miles southeast of
Cayuga, Indiana.
Energy wholly owns four coal-fired electric generating units
at its Gallagher station with a combined net capability of
560 MW. This station is located on the Ohio River about 3
miles southwest of New Albany, Indiana.
Energy wholly owns six coal-fired electric generating units
and three oil-fired rapid-start peaking units at its Wabash
River station with a combined net capability of 761 MW.
This station is located on the Wabash River about 4 miles
north of Terre Haute, Indiana.
Energy wholly owns two coal-fired electric generating units
at its Noblesville station with a combined net capability
of 90 MW. This station is located on the White River about
5 miles north of Noblesville, Indiana.
Energy wholly owns two coal-fired electric generating units
and one oil-fired electric generating unit at its
Edwardsport station with a combined net capability of 160
MW. This station is located on the west fork of the White
River in the town of Edwardsport, Indiana.
Energy wholly owns three hydroelectric generating units at
its Markland station with a combined net capability of 45
MW. This station is located on the Ohio River about 12
miles northeast of Vevay, Indiana.
Energy wholly owns six oil-fired rapid-start peaking units
at its Miami-Wabash station with a combined net capability
of 104 MW. This station is located about 1 mile south of
Wabash, Indiana.
Energy wholly owns two oil-fired rapid-start peaking units
at its Connersville station with a combined net capability
of 98 MW. This station is located about 2 miles west of
Connersville, Indiana.
Energy owns overhead and underground distribution facilities
and as a participant in the Joint Transmission System, with
WVPA and IMPA, owns transmission facilities in incorporated
and unincorporated communities and adjacent rural territory
within all or parts of the Counties of Koscuisko, Wells,
Whitley, Fulton, Cass, Miami, Wabash, Huntington, Benton,
Tippecanoe, Carroll, Howard, Grant, Warren, Clinton,
Tipton, Madison, Delaware, Randolph, Fountain, Montgomery,
Boone, Hamilton, Vermillion, Parke, Putnam, Hendricks,
Marion, Hancock, Henry, Wayne, Rush, Fayette, Clay, Morgan,
Johnson, Shelby, Union, Vigo, Owen, Franklin, Bartholomew,
Decatur, Dearborn, Monroe, Sullivan, Greene, Brown, Ripley,
Jennings, Switzerland, Jackson, Lawrence, Jefferson, Knox,
Daviess, Martin, Washington, Scott, Orange, Clark, Gibson,
Floyd, Pike, Dubois, Crawford, Warrick, Harrison, and Posey
within the State of Indiana.
As of December 31, 1993, Energy's transmission system
consisted of 719 circuit miles of 345,000 volt line, 656
circuit miles of 230,000 volt line, 1,601 circuit miles of
138,000 volt line, and 2,418 circuit miles of 69,000 volt
line. As of the same date, Energy's transmission
substations had a combined capacity of 20,520,154 kilovolt-
amperes and the distribution substations had a combined
capacity of 5,952,175 kilovolt-amperes. All of these
facilities are located within the State of Indiana.
Energy's electric transmission system is interconnected with
the electric transmission systems of The Cincinnati Gas &
Electric Company (Ohio-Indiana state line), Kentucky
Utilities Company and Louisville Gas and Electric Company
(Kentucky-Indiana state line), and Central Illinois Public
Service Company (Illinois-Indiana state line), all non-
affiliates.
Within the State of Indiana, the electric transmission
system of Energy is interconnected with the electric
transmission systems of Northern Indiana Public Service
Company, Indiana Michigan Power Company, Indianapolis Power
& Light Company, Hoosier Energy R.E.C., Inc., and Southern
Indiana Gas and Electric Company, all non-affiliates. In
addition, Energy's electric transmission system is
connected to transmission facilities of its customer,
Logansport Municipal Utilities, within the State of
Indiana.
Substantially all electric utility plant is subject to the
lien of Energy's first mortgage bond indenture.
3. The following information for the last calendar year with
respect to Claimant and each of its subsidiary public
utility companies:
(a) Number of KWH
of electric energy sold (at retail or wholesale):
Calendar
Company Year Total KWH Sales
Claimant 1993 None
Energy 1993 26,708,471,000
(b) Number of KWH
of electric energy distributed at retail outside the State in
which each such
company is organized:
Calendar
Company Year Total KWH Sales
Claimant 1993 None
Energy 1993 None
(c) Number of KWH
of electric energy sold at wholesale outside the State in
which each such company is organized, or at the State line:
Calendar
Company Year Total KWH Sales
Claimant 1993 None
Energy 1993 1,500,383,000
(d) Number of KWH
of electric energy purchased outside the State in which
each such company is organized, or at the State line:
Calendar
Company Year Total KWH Purchases
Claimant 1993 None
Energy 1993 689,925,000
A consolidating statement of income and surplus of Claimant and
its subsidiary companies for the calendar year 1993, together
with a consolidating balance sheet of Claimant and its subsidiary
companies as of the close of such calendar year, are attached
hereto as Exhibit A.
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, 1994.
PSI RESOURCES, INC.
By /s/ Charles J. Winger
Charles J. Winger,
Comptroller
ATTEST:
/s/ E. Renae Conley
E. Renae Conley, Assistant Secretary
Name, title and address of officer to whom notices and
correspondence concerning this statement should be
addressed:
Charles J. Winger,
Comptroller
PSI Resources, Inc.
1000 East Main Street
Plainfield, Indiana 46168
<TABLE>
<CAPTION>
EXHIBIT A
Page 1 of 4
PSI RESOURCES, INC.
Consolidating Statement of Income
For the Twelve Months Ended December 31, 1993
(thousands)
PSI PSI PSI PSI Eliminating
Resources, Inc. PSI
Energy, Inc.Recycling, Inc. Investments, Inc. Argentina,
Inc. Entries Consolidated
<S> <C> <C> <C> <C> <C>
Operating Revenues $ $1 078 269 $2 061 $8 957 $264 $(1 184) $1 088
367
Operating Expenses
Operation
Fuel 385 927 385 927
Purchased and exchanged power 24 273
24 273
Other operation 22 257 186 695 2 093 10 085 707 (406) 221 431
Maintenance 84 020 84 020
Depreciation 126 821 126 821
Post-in-service deferred depreciation (5 069)
(5 069)
Taxes
Federal and state income (8 776) 64 911 (44) (990) 128
55 229
State, local and other 25 45 477 10 244 25
45 781
13 506 913 055 2 059 9 339 860 (406) 938 413
Operating Income (13 506) 165 214 2 (382) (596) (778) 149 954
Other Income and Expense - Net
Equity in subsidiary income 110 716 (110 716)
Allowance for equity funds used during
construction 11 173 11 173
Post-in-service carrying costs 6 005
6 005
Other - net 696 6 489 (6) (7) 838 (620) 7 390
111 412 23 667 (6) (7) 838 (111 336) 24 568
Income Before Interest and
Other Charges 97 906 188 881 (4) (389) 242 (112 114) 174 522
Interest and Other Charges
Interest on long-term debt 68 946
68 946
Other interest 1 475 4 191 47 352 29 (620) 5 474
Allowance for borrowed funds used
during construction (9 154) (9 154)
Preferred dividend requirement of
subsidiary 12 825 12 825
1 475 63 983 47 352 29 12 205 78 091
Net Income (Loss) 96 431 124 898 (51) (741) 213 (124 319) 96 431
Preferred Dividend Requirement 12 825 (12 825)
Income Applicable to Common Stock $96 431 $112 073 $(51) $(741) $213 $(111 4
94) $ 96 431
Average Common Shares Outstanding
55 612
Earnings Per Share $1.73
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT A
Page 2 of 4
PSI RESOURCES, INC.
Consolidating Balance Sheet
As of December 31, 1993
(thousands)
Assets
PSI PSI PSI PSI Eliminating
Resources, Inc. PSI
Energy, Inc.Recycling, Inc. Investments, Inc. Argentina,
Inc. Entries Consolidated
<S> <C> <C> <C> <C> <C> <C><C>
Electric Utility Plant - Original Cost
In service $ $3 449 127 $ $ $ $ $3 449
127
Accumulated depreciation 1 455 871 1 455 8
71
1 993 256 1 993 256
Construction work in progress 243 802
243 802
Total electric utility plant 2 237
058 2 237 058
Current Assets
Cash and temporary cash investments 1 963 4 582 6
6 551
Restricted deposits 49 111 49 111
Accounts receivable 12 728 28 657 250 1 240 323 (15 304) 27 894
Income tax refunds 28 900 28 900
Fossil fuel - at average cost 45 315
45 315
Materials and supplies - at average cost 31 212 414 4 785
36 411
Other 2 669 31 38 202 2 940
14 691 190 446 701 6 063 525 (15 304) 197 122
Other Assets
Investment in subsidiaries 714 756 (714 756)
Regulatory assets 118 809 118 809
Unamortized costs of reacquiring debt 39 504
39 504
Unamortized debt expense 9 332 9 332
Other 13 53 280 976 334 9 786 (2 206) 62 183
714 769 220 925 976 334 9 786 (716 962) 229 828
$729 460 $2 648 429 $1 677 $6 397 $10 311 $(732 266) $2 664
008
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT A
Page 3 of 4
PSI RESOURCES, INC.
Consolidating Balance Sheet
As of December 31, 1993
(thousands)
Capitalization and Liabilities
PSI PSI PSI PSI Eliminating
Resources, Inc. PSI
Energy, Inc.Recycling, Inc. Investments, Inc. Argentina,
Inc. Entries Consolidated
<S> <C> <C> <C> <C> <C> <C><C>
Common Stock Equity
Common stock - without par value;
$.01 stated value - authorized
shares - 100,000,000; outstanding
shares - 57,039,501 $ 559 $ 539 $ $ $ $ (539) $ 559
Paid-in capital 250 574 229 288 9 187 (238 475) 250 574
Accumulated earnings subsequent to
November 30, 1986 quasi-
reorganization 451 291 483 242 (59) (4 522) (111) (478 550) 451 291
Total common stock equity 702 424 713 069 (59) (4 522) 9 076 (717 564) 702 424
Cumulative Preferred Stock of
Subsidiary - Not Subject to
Mandatory Redemption 187 989 187 989
Long-term Debt 816 152 816 152
Total capitalization 702 424 1 717 210 (59) (4 522) 9 076 (717 564) 1 706 565
Current Liabilities
Long-term debt due within one year 160 160
Notes payable 20 000 126 701 146 701
Accounts payable 2 576 144 093 1 688 10 502 1 095 (14 206) 145 748
Refund due to customers 81 832 81 832
Litigation settlement 80 000 80 000
Advance under accounts receivable
purchase agreement 49 940 49 940
Accrued taxes 4 37 269 (2) 4 8 37 283
Accrued interest and customers'
deposits 39 25 792 25 831
22 619 545 787 1 686 10 506 1 103 (14 206) 567 495
Other Liabilities
Deferred income taxes 4 417 281 417 50 291 (12) (496) 285 667
Unamortized investment tax credits 64 721 64 721
Other 39 294 122 144 39 560
4 417 385 432 50 413 132 (496) 389 948
$729 460 $2 648 429 $1 677 $6 397 $10 311 $(732 266) $2 664
008
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT A
Page 4 of 4
PSI RESOURCES, INC.
Consolidating Statement of Accumulated Earnings
For the Twelve Months Ended December 31, 1993
(thousands)
PSI PSI PSI PSI Eliminating
Resources, Inc. PSI
Energy, Inc.Recycling, Inc. Investments, Inc. Argentina,
Inc. Entries Consolidated
<S> <C> <C> <C> <C> <C> <C><C>
Balance at December 31, 1992 $ 418 703 $432
747 $ (8) $(3 781) $(324) $(428
634) $ 418 703
Net income (loss) 96 431 124 898 (51) (741) 213 (124 319) 96 431
Dividends declared on preferred
stock (12 288) 12 288
Dividends on common stock (63 919) (62
191) 62 191 (63 919)
Other 76 76 (76) 76
Balance at December 31, 1993 $ 451 291 $483
242 $ (59) $(4 522) $(111) $ (478 550) $451 291
</TABLE>
