UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
SEPTEMBER 30, 1999
CINERGY CORP.
139 EAST FOURTH STREET
CINCINNATI, OHIO 45202
*Inquiries concerning this Form U-9C-3 should be directed to:
M. Susan Hardwick
Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
(513) 287-5667
<PAGE>
TABLE OF CONTENTS
ITEM PAGE
NUMBER NUMBER
1 Organization Chart . . . . . . . . . . . . . . . . . . . . . 1
2 Issuances and Renewals of Securities and Capital
Contributions. . . . . . . . . . . . . . . . . . . . . . . 6
3 Associate Transactions
Part I - Transactions Performed by Reporting Companies on
Behalf of Associate Utility Companies. . . . . . . . . . 7
Part II - Transactions Performed by Associate Utility
Companies on Behalf of Reporting Companies . . . . . . . 8
4 Summary of Aggregate Investment. . . . . . . . . . . . . . . 9
5 Other Investments. . . . . . . . . . . . . . . . . . . . . . 10
6a Financial Statements . . . . . . . . . . . . . . . . . . . . 11
6b Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 12
<PAGE>
<TABLE>
<CAPTION>
ITEM 1. ORGANIZATION CHART
<S> <C> <C> <C> <C> <C>
Energy or Percentage of
Gas-Related Date of State of Voting Nature of
Name of Reporting Company Company Organization Organization Securities Held Business
(Indentation indicates subsidiary relationship)
Cinergy Corp. ("Cinergy")
Cinergy Investments, Inc. ("Investments")
Cinergy Supply Network, Inc. ("Supply")(1) Energy-Related 01/14/1998 Delaware 100% Utility Materials
Brokering Services
Reliant Services, LLC ("Reliant")(2) Energy-Related 06/25/1998 Indiana 50% Utility Facilities
Location and Construction
Services
Cinergy Capital & Trading, Inc. Energy-Related 10/08/1992 Indiana 100% Marketing and Trading
("Capital & Trading")(3) Energy Commodities
CinCap IV, LLC ("CinCap IV")(4) Energy-Related 12/03/1997 Delaware 10% Marketing and Trading
Energy Commodities
CinCap V, LLC ("CinCap V") (5) Energy-Related 07/21/1998 Delaware 100% Marketing and Trading
Energy Commodities
Cinergy Marketing & Trading, LLC Energy-Related 10/27/1995 Delaware 100% Marketing and Trading
("Marketing & Trading") (6) Energy Commodities
CinPower I, LLC ("CinPower") (7) Energy-Related 06/12/1998 Delaware 100% Marketing and Trading
Energy Commodities
Cinergy Resources, Inc. Energy-Related 01/10/1994 Delaware 100% Marketing and Trading
("Cinergy Resources") (8) Energy Commodities
Cinergy Engineering, Inc. ("Engineering") (9) Energy-Related 03/28/1997 Ohio 100% Engineering and Other
Technical Services
Cinergy Technology, Inc. ("Technology") (10) Energy-Related 12/12/1991 Indiana 100% Commercialization of
Utility Technology
Enertech Associates, Inc. ("Enertech")* (11) Energy-Related 10/26/1992 Ohio 100% Utility Management
Consulting Services
Cinergy Solutions, Inc. ("Solutions")
Cinergy Business Solutions, Inc. Energy-Related 04/06/1998 Delaware 100% Asset Management
("Business Solutions") (12) Services
Cinergy Customer Care, Inc.* (13) Energy-Related 08/21/1998 Delaware 100% Billing Services
Cinergy EPCOM, LLC (NEW) * (14) Energy-Related 08/20/1999 Delaware 100% Utility-Related
Engineering and Other
Services
Cinergy EPCOM College Park, LLC (NEW) * (15) Energy-Related 08/20/1999 Delaware 100% Utility-Related
Engineering and Other
Services
Cinergy Solutions of Golden, Inc.* (16) Energy-Related 03/22/1999 Delaware 100% Qualifying Facilities
Cinergy Solutions of Tuscola, Inc. (17) Energy-Related 10/13/1998 Delaware 100% Qualifying Facilities
Energy Equipment Leasing LLC* (18) Energy-Related 11/12/1998 Delaware 49% Leasing of Energy
Related Assets
Trigen-Cinergy Solutions LLC Energy-Related 02/18/1997 Delaware 50% Preliminary Development of
("Trigen-Cinergy")(19) Qualifying Facilities
Trigen-Cinergy Solutions of Energy-Related 06/02/1999 Delaware 49% Qualifying Facilities
Ashtabula, LLC (20)
Trigen-Cinergy Solutions of Energy-Related 11/10/1998 Delaware 49% Qualifying Facilities
Baltimore LLC (21)
Trigen-Cinergy Solutions of Energy-Related 09/04/1998 Delaware 51% Thermal Energy
Boca Raton LLC (22)
Trigen-Cinergy Solutions of Energy-Related 08/29/1997 Ohio 51% Chilled Water
Cincinnati LLC (23)
Trigen-Cinergy Solutions of Energy-Related 02/18/1999 Delaware 51% Qualifying Facilities
College Park, LLC (24)
Trigen-Cinergy Solutions of Energy-Related 04/17/1997 Delaware 49% Qualifying Facilities
Illinois L.L.C.* (25)
Trigen-Cinergy Solutions of Orlando LLC (26) Energy-Related 06/12/1998 Delaware 51% Chilled Water
Trigen-Cinergy Solutions of St. Paul LLC (27) Energy-Related 08/13/1998 Delaware 49% Qualifying Facilities
Trigen-Cinergy Solutions of Tuscola LLC (28) Energy-Related 08/21/1998 Delaware 49% Qualifying Facilities
Cinergy-Cadence, Inc. ("Cinergy-Cadence") (29) Energy-Related 12/27/1989 Indiana 100% Holds Investments'
33.3% Ownership
Interest in Cadence
Cadence Network, LLC ("Cadence") (30) Energy-Related 09/03/1997 Delaware 33.3% Energy Management
Services
and Consulting Services
Cinergy Global Resources, Inc.
Cinergy Global Power, Inc.
Cinergy Global San Gorgonio, Inc. Energy-Related 10/13/1998 Delaware 100% Holds 50% Ownership
("San Gorgonio") (31) Interest in San
Gorgonio Westwinds
II, LLC
San Gorgonio Westwinds II, LLC Energy-Related 10/13/1998 California 50% Qualifying Facility
("Westwinds") (32)
<FN>
* Inactive
</FN>
</TABLE>
<PAGE>
ITEM 1. ORGANIZATION CHART (CONTINUED)
(1) Supply brokers transmission, distribution and other utility-related
materials and services.
(2) Reliant performs underground facilities location and construction services.
(3) Capital & Trading markets and trades energy commodities at wholesale
together with derivative commodity instruments. Capital & Trading also markets
financial restructuring services with respect to existing wholesale energy
contracts. Certain subsidiaries of Capital & Trading are exempt wholesale
generators; such subsidiaries did not contribute substantial revenues to Capital
& Trading for periods covered by Capital & Trading's financial statements filed
concurrently herewithin.
(4) CinCap IV purchases and sells electricity at wholesale.
(5) CinCap V purchases and sells electricity at wholesale.
(6) Marketing & Trading (formerly Producers Energy Marketing, LLC) is engaged in
the marketing of natural gas at wholesale.
(7) CinPower was formed to optimize economic benefits in connection with a
restructured wholesale power purchase agreement.
(8) Cinergy Resources is in the business of retail marketing of natural gas on
a non-regulated basis to residential, industrial and commercial customers,
primarily in the states of Ohio, Kentucky, and Indiana. In connection with its
retail gas marketing business, Cinergy Resources acquires gas supplies and
related transportation capacity to support such sales.
(9) Engineering is in the business of marketing various utility-related
engineering services.
(10) Cinergy Technology, Inc. is devoted to developing commercial
utility-related technology.
(11) Enertech has been inactive since the commencement of a lawsuit against it
in 1995. Although the lawsuit has been settled, Enertech remains inactive.
(12) Business Solutions markets energy related asset management services to
commercial, industrial, and institutional customers.
(13) Cinergy Customer Care, Inc. was formed to provide certain utility billing
and/or call center services.
(14) Cinergy EPCOM, LLC was formed in the third quarter 1999, to market various
utility-related engineering, procurement, construction, operation and
maintenance functions.
(15) Cinergy EPCOM College Park, LLC was formed in the third quarter 1999, to
perform various utility-related engineering, procurement, construction,
operation and maintenance functions at the University of Maryland.
(16) Cinergy Solutions of Golden, Inc. was formed to acquire existing
cogeneration assets.
(17) Cinergy Solutions of Tuscola, Inc. oversees the operations and staffing of
a combined heat and power plant in Tuscola, Illinois.
<PAGE>
ITEM 1. ORGANIZATION CHART (CONTINUED)
(18) Energy Equipment Leasing LLC was formed to lease, sell, or finance energy
related equipment.
(19) Trigen-Cinergy engages in the preliminary development of qualifying
facilities and/or thermal energy facilities; specific projects are developed and
held by special purpose affiliates (listed elsewhere in Item 1).
(20) Trigen-Cinergy Solutions of Ashtabula, LLC was formed to develop,
construct, operate, and maintain energy facilities located in Ashtabula, Ohio,
and to sell associated electricity and other energy-related products and
services.
(21) Trigen-Cinergy Solutions of Baltimore LLC was formed to develop, construct,
operate, and maintain energy facilities located in Baltimore, Maryland, and to
sell associated electricity and other energy-related products and services.
(22) Trigen-Cinergy Solutions of Boca Raton LLC was formed to develop,
construct, finance, operate, and maintain certain thermal energy facilities to
be located in Boca Raton, Florida and to sell associated thermal and other
energy-related products and services.
(23) Trigen-Cinergy Solutions of Cincinnati LLC owns and operates a district
cooling business in downtown Cincinnati, Ohio.
(24) Trigen-Cinergy Solutions of College Park, LLC was formed to operate and
maintain cogeneration equipment located in College Park, Maryland and owned by
the University of Maryland.
(25) Trigen-Cinergy Solutions of Illinois L.L.C. was formed to provide energy
services, including cogeneration, steam, and compressed air, at the customer's
manufacturing facility in Illinois.
(26) Trigen-Cinergy Solutions of Orlando LLC was formed to develop, construct,
operate, and maintain a district cooling business in the city of Orlando,
Florida.
(27) Trigen-Cinergy Solutions of St. Paul LLC was formed to develop, construct,
finance, own, operate, and maintain certain energy facilities to be located in
St. Paul, Minnesota and to sell associated electricity and thermal energy
products and services.
(28) Trigen-Cinergy Solutions of Tuscola LLC was formed to develop, construct,
operate, and maintain certain energy facilities to be located in Tuscola,
Illinois and to sell associated electricity and thermal energy products and
services.
(29) Cinergy-Cadence holds Investments' one-third ownership interest in Cadence.
(30) Cadence markets energy management and related consulting services to
commercial customers that operate retail facilities in multiple locations across
the country.
(31) San Gorgonio holds a 50% interest in San Gorgonio Westwinds II, LLC.
(32) Westwinds owns a qualifying small power production windfarm facility in
California.
<PAGE>
<TABLE>
<CAPTION>
ITEM 2. ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS*
<S> <C> <C> <C>
Associate Company Energy-Related Company Type of Net Change in
Advancing Funds Receiving Funds Transaction Borrowings/Contributions
(in thousands)
Investments Enertech Open account advance $ 253
Investments Cinergy Resources Open account repayment (340)
Investments Capital & Trading Open account advance 34,549
Investments Engineering Open account advance 2
Capital & Trading CinCap V Open account advance 2,339
Capital & Trading Marketing & Trading Open account repayment (3,094)
Capital & Trading CinPower Capital contribution 293
Investments Supply Open account advance 51
Cinergy-Cadence Cadence Capital contribution 223
Solutions Trigen-Cinegy Open account advance 1,385
Solutions Trigen-Cinergy Solutions Open account advance 184
of Cincinnati, LLC
Solutions Trigen-Cinergy Solutions Open account advance 245
of Baltimore, LLC
Solutions Business Solutions Open account advance 935
Solutions Cinergy Solutions of Open account advance 2,601
Tuscola, Inc.
Technology Cinergy Technology, Inc. Open account advance 3,803
<FN>
*Item 2 excludes a net increase in guarantees issued on behalf of energy-related
companies by Cinergy or its subsidiaries during the third quarter of 1999
totaling approximately $202 million. These guarantees are included in Item 4.
Summary of Aggregate Investment.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 3. ASSOCIATE TRANSACTIONS
PART I - TRANSACTIONS PERFORMED BY REPORTING COMPANIES ON BEHALF OF ASSOCIATE UTILITY COMPANIES
<S> <C> <C> <C> <C> <C> <C>
Reporting Company Associate Utility Types of Direct Indirect Total
Rendering Company Receiving Services Costs Costs Cost of Amount
Services Services Rendered Charged Charged Capital Billed
NONE
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 3. ASSOCIATE TRANSACTIONS (CONTINUED)
PART II - TRANSACTIONS PERFORMED BY ASSOCIATE UTILITY COMPANIES ON BEHALF OF REPORTING COMPANIES
<S> <C> <C> <C> <C> <C> <C>
Associate Utility Reporting Company Types of Direct Indirect Total
Company Rendering Receiving Services Costs Costs Cost of Amount
Services Services Rendered Charged Charged Capital Billed
NONE
</TABLE>
<PAGE>
ITEM 4. SUMMARY OF AGGREGATE INVESTMENT
September 30, 1999
(in thousands)
Investments in Energy-Related Companies:
Total consolidated capitalization of Cinergy
as of September 30, 1999 $5,850,049
Total capitalization multiplied by 15% $877,507
Greater of $50 million or total capitalization
multiplied by 15% 877,507
Total current aggregate investment subsequent to
March 24, 1997 (categorized by major line of
energy-related business):
Energy-related business category "i" (1) 18,029
Energy-related business category "v" (2) 382,677
Energy-related business category "vi" (3) 13,877
Energy-related business category "vii" (4) 15,046
Energy-related business category "viii" (5) 180,145
----------
Total current aggregate investment 609,774
--------
Difference between the greater of
$50 million or 15% of capitalization
and the total aggregate investment of
the registered holding company system $267,733
--------
(1) Rule 58 defines category "i" as the rendering of energy management services
and demand-side management services.
(2) Rule 58 defines category "v" as the brokering and marketing of energy
commodities, including but not limited to electricity, natural or manufactured
gas and other combustible fuels.
(3) Rule 58 defines category "vi" as the production, conversion, sale and
distribution of thermal energy products, such as process steam, heat, hot water,
chilled water, air conditioning, compressed air and similar products;
alternative fuels; and renewable energy resources; and the servicing of thermal
energy facilities.
(4) Rule 58 defines category "vii" as the sale of technical, operational,
management, and other similar kinds of services and expertise, developed in the
course of utility operations in such areas as power plant and transmission
system engineering, development, design and rehabilitation; construction;
maintenance and operation; fuel procurement, delivery and management; and
environmental licensing, testing and remediation.
(5) Rule 58 defines category "viii" as the development, ownership or operation
of "qualifying facilities," as defined under the Public Utility Regulatory
Policies Act of 1978, as amended ("PURPA"), and any integrated thermal, steam
host, or other necessary facility constructed, developed or acquired primarily
to enable the qualifying facility to satisfy the useful thermal output
requirements under PURPA.
<PAGE>
<TABLE>
<CAPTION>
ITEM 5. OTHER INVESTMENTS
<S> <C> <C> <C>
Major Line of Energy-Related Other Investment in Last Other Investment in this Reason for Difference in
Business U-9C-3 Report U-9C-3 Report Other Investment
(in thousands)
NONE
</TABLE>
<PAGE>
ITEM 6. FINANCIAL STATEMENTS AND EXHIBITS
(A) Financial Statements
Filed pursuant to Rule 104(b) on a confidential basis.
(B) Exhibits
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, Cinergy Corp. has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Cinergy Corp.
Registrant
Dated: November 29, 1999
By /s/ Bernard F. Roberts
Bernard F. Roberts
Duly Authorized Officer
and
Chief Accounting Officer
With the above signature, I also hereby certify that the corresponding report on
Form U-9C-3 for the second quarter of 1999 was filed with Cinergy Corp's
interested state commissions whose names and addresses are listed below.
The Public Utilities Commission of Ohio
Alan R. Schriber, Chairman
180 East Broad Street
Columbus, OH 43266
Indiana Utility Regulatory Commission
Robert C. Glazier, Secretary
302 W. Washington Street, Suite E306
Indianapolis, IN 46204
Kentucky Public Service Commission
Donald Mills, Executive Director
P.O. Box 615
Frankfort, KY 40602
