U-9C-3 1 0001.txt CINERGY 2000 SECOND QUARTER ============================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 June 30, 2000 CINERGY CORP. 139 EAST FOURTH STREET CINCINNATI, OHIO 45202 ============================================================================= *Inquiries concerning this Form U-9C-3 should be directed to: Bernard F. Roberts Cinergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 (513) 287-2090 TABLE OF CONTENTS Item Page Number Number 1 Organization Chart . . . . . . . . . . . . . . . . . . . . . 1 2 Issuances and Renewals of Securities and Capital Contributions. . . . . . . . . . . . . . . . . . . . . . . 7 3 Associate Transactions Part I - Transactions Performed by Reporting Companies on Behalf of Associate Utility Companies. . . . . . . . . . 9 Part II - Transactions Performed by Associate Utility Companies on Behalf of Reporting Companies . . . . . . . 10 4 Summary of Aggregate Investment. . . . . . . . . . . . . . . 11 5 Other Investments. . . . . . . . . . . . . . . . . . . . . . 12 6a Financial Statements . . . . . . . . . . . . . . . . . . . . 13 6b Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 14
ITEM 1. ORGANIZATION CHART 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") Investing in Utility Nth Power Technologies Fund II, L.P.(1) Energy-Related 02/25/2000 California ** Related Technologies Cinergy Investments, Inc. ("Investments") Utility Materials Cinergy Supply Network, Inc. ("Supply")(2) Energy-Related 01/14/1998 Delaware 100% Brokering Services Utility Facilities Location and Reliant Services, LLC ("Reliant")(3) Energy-Related 06/25/1998 Indiana 50% Construction Services Cinergy Capital & Trading, Inc. Marketing & Trading ("Capital & Trading")(4) Energy-Related 10/08/1992 Indiana 100% Energy Commodities Marketing & Trading CinCap IV, LLC ("CinCap IV")(5) Energy-Related 12/03/1997 Delaware 10% Energy Commodities Marketing & Trading CinCap V, LLC ("CinCap V") (6) Energy-Related 07/21/1998 Delaware 10% Energy Commodities Cinergy Marketing & Trading, LLC Marketing & Trading ("Marketing & Trading") (7) Energy-Related 10/27/1995 Delaware 100% Energy Commodities Marketing & Trading CinPower I, LLC ("CinPower") (8) Energy-Related 06/12/1998 Delaware 100% Energy Commodities Marketing & Trading Cinergy Transportation, LLC (New) (9) Energy-Related 06/14/2000 Delaware 100% Energy Commodities Engineering & Other Cinergy Engineering, Inc. ("Engineering") (10) Energy-Related 03/28/1997 Ohio 100% Technical Services Commercialization of Cinergy Technology, Inc. (11) Energy-Related 12/12/1991 Indiana 100% Utility Technology Cinergy Solutions Holdings Company, Inc. ("Solutions:)
ITEM 1. ORGANIZATION CHART (Continued) Energy or % of Voting Gas-Related Date of State of Securities Nature of Name of Reporting Company Company Organization Organization Held Business ------------------------- ----------- ------------ ------------ ---------- ------------------- Utility related Cinergy EPCOM, LLC (12) Energy-Related 08/20/1999 Delaware 100% Engineering and Other Services Utility related Cinergy EPCOM College Park, LLC (13) Energy-Related 08/20/1999 Delaware 100% Engineering & Other Services Project Development Cinergy Solutions, Inc.(New) (14) Energy-Related 06/02/2000 Delaware 100% --Qualifying Facilities Cinergy Solutions of Tuscola, Inc. (15) Energy-Related 10/13/1998 Delaware 100% Qualifying Facilities Leasing of Energy Energy Equipment Leasing LLC* (16) Energy-Related 11/12/1998 Delaware 49% Related Assets Trigen-Cinergy Solutions LLC Preliminary Development Qualifying ("Trigen-Cinergy")(17) Energy-Related 02/18/1997 Delaware 50% Facilities Trigen-Cinergy Solutions of Ashtabula, LLC (18) Energy-Related 06/02/1999 Delaware 49% Qualifying Facilities Trigen-Cinergy Solutions of Baltimore LLC (19) Energy-Related 11/10/1998 Delaware 49% Qualifying Facilities Trigen-Cinergy Solutions of Boca Raton LLC (20) Energy-Related 09/04/1998 Delaware 51% Thermal Energy Trigen-Cinergy Solutions of Cincinnati LLC (21) Energy-Related 08/29/1997 Ohio 51% Chilled Water Trigen-Cinergy Solutions of College Park, LLC (22) Energy-Related 02/18/1999 Delaware 49% Energy Services Trigen-Cinergy Solutions of Danville LLC* (23) Energy-Related 11/29/1999 Delaware 49% Qualifying Facilities Trigen-Cinergy Solutions of Elmgrove, LLC (New) (24) Energy-Related 06/14/2000 Delaware 49% Qualifying Facilities Trigen-Cinergy Solutions of Illinois L.L.C.* (25) Energy-Related 04/17/1997 Delaware 49% Qualifying Facilities Trigen-Cinergy Solutions of Lansing LLC (26) Energy-Related 11/03/1999 Delaware 51% Energy Services Trigen-Cinergy Solutions-USFOS of Lansing LLC (27) Energy-Related 11/03/1999 Delaware 40.8% Energy Services Trigen-Cinergy Solutions of Orlando LLC (28) Energy-Related 06/12/1998 Delaware 51% Chilled Water Trigen-Cinergy Solutions of Owings Mills LLC (29) Energy-Related 09/20/1999 Delaware 49% Qualifying Facilities
ITEM 1. ORGANIZATION CHART (Continued) Energy or % of Voting Gas-Related Date of State of Securities Nature of Name of Reporting Company Company Organization Organization Held Business ------------------------- ----------- ------------ ------------ ----------- --------------------- Trigen-Cinergy Solutions of Owings Mills Energy-Related 10/20/1999 Delaware 49% Qualifying Facilities Energy Equipment Leasing, LLC (30) Trigen-Cinergy Solutions of Rochester LLC (31) Energy-Related 10/20/1999 Delaware 49% Energy Services Trigen-Cinergy Solutions of Silver Grove LLC (32) Energy-Related 03/18/1999 Delaware 49% Qualifying Facilities Trigen-Cinergy Solutions of St. Paul LLC (33) Energy-Related 08/13/1998 Delaware 49% Qualifying Facilities Trigen-Cinergy Solutions of Tuscola LLC (34) Energy-Related 08/21/1998 Delaware 49% Qualifying Facilities Cinergy Global Resources, Inc. Cinergy Global Power, Inc. Cinergy Global San Gorgonio, Inc. Holds 50% Ownership ("San Gorgonio") (35) Energy-Related 10/13/1998 Delaware 100% Interest in San Gorgonio Westwinds II, LLC San Gorgonio Westwinds II, LLC ("Westwinds") (36) Energy-Related 10/13/1998 California 50% Qualifying Facility * Inactive ** Cinergy holds a 9.9% limited partnership interest in Nth Power Technologies Fund II, L.P.
ITEM 1. ORGANIZATION CHART (Continued) (1) Nth Power Technologies Fund II, L.P. invests in companies developing and commercializing utility-related technologies. (2) Supply brokers transmission, distribution and other utility-related materials and services. (3) Reliant performs underground facilities location and construction services. (4) 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 herewith. (5) CinCap IV purchases and sells electricity at wholesale. (6) CinCap V purchases and sells electricity at wholesale. (7) Marketing & Trading (formerly Producers Energy Marketing, LLC) is engaged in the marketing of natural gas at wholesale. (8) CinPower was formed to optimize economic benefits in connection with a restructured wholesale power purchase agreement. (9) Cinergy Transportation, LLC is engaged in the marketing of natural gas at wholesale. (10) Engineering is in the business of marketing various utility-related engineering services. (11) Cinergy Technology, Inc. is devoted to developing commercial utility-related technology. (12) Cinergy EPCOM, LLC was formed to market various utility-related engineering, procurement, construction, operation and maintenance functions. (13) Cinergy EPCOM College Park, LLC was formed to perform various utility-related engineering, procurement, construction, operation and maintenance functions at the University of Maryland. (14) Cinergy Solutions, Inc. was formed to conduct certain project-related preliminary developmental activities, principally related to cogeneration projects, other energy-related businesses, formerly conducted by Cinergy Solutions Holdings Company, Inc. (15) Cinergy Solutions of Tuscola, Inc. oversees the operations and staffing of a combined heat and power plant in Tuscola, Illinois. (16) Energy Equipment Leasing LLC was formed to lease, sell, or finance energy related equipment. (17) 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). (18) Trigen-Cinergy Solutions of Ashtabula, LLC was formed to develop, construct, operate, and maintain energy facilities located in Ashtabula, Ohio, and to provides associated electricity and other energy-related products and services. (19) Trigen-Cinergy Solutions of Baltimore LLC was formed to develop, construct, operate, and maintain energy facilities located in Baltimore, Maryland, and to provides associated electricity and other energy-related products and services. (20) 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. (21) Trigen-Cinergy Solutions of Cincinnati LLC owns and operates a district cooling business in downtown Cincinnati, Ohio. (22) 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. (23) Trigen-Cinergy Solutions of Danville LLC was formed to acquire existing cogeneration assets. (24) Trigen-Cinergy Solutions of Elmgrove, LLC was formed to provide energy services, including cogeneration, steam, and compressed air, at the customer's manufacturing facility in New York. (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 Lansing LLC was formed to enter a LLC Agreement with US Filter Operating Services, Inc. providing for the formation and management of Trigen-Cinergy Solutions-USFOS of Lansing LLC. (27) Trigen-Cinergy Solutions-USFOS of Lansing LLC was formed to develop, construct, and operate certain energy facilities to be located at the General Motors Corporation in Lansing, Michigan. (28) Trigen-Cinergy Solutions of Orlando LLC was formed to develop, construct, operate, and maintain a district cooling business in the city of Orlando, Florida. (29) Trigen-Cinergy Solutions of Owings Mills LLC was formed to develop, construct, operate, and maintain certain energy facilities to be located at the Sweetheart Cup Corporation in Owings Mills, Maryland. (30) Trigen-Cinergy Solutions of Owings Mills Energy Equipment Leasing, LLC was formed to lease, sell, or finance energy-related equipment. (31) Trigen-Cinergy Solutions of Rochester LLC was formed to provide energy services to Kodak Park in Rochester, New York. (32) Trigen-Cinergy Solutions of Silver Grove LLC was formed to provide energy and other services to the Lafarge Gypsum manufacturing plant in Silver Grove, Kentucky. These services will include the design, installation, and operation of a combined heat and power system. (33) 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. (34) 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 provides associated electricity and thermal energy products and services. (35) San Gorgonio holds a 50% interest in San Gorgonio Westwinds II, LLC. (36) Westwinds owns a qualifying small power production windfarm facility in California.
ITEM 2. ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS* Net Change Associate Company Energy-Related Type of in Borrowings/ Advancing Funds Company Receiving Funds Transaction Contributions ------------------------ ------------------------------------------- ----------------------- -------------------------------- (in thousands) Investments Supply Open account advance $ 66 Investments Reliant Services, LLC Open account advance 140 Investments Capital & Trading Open account repayment (768) Investments Engineering Open account advance 234 Investments Technology Open account advance 443 Capital & Trading CinCap IV Open account advance 374 Capital & Trading CinCap V Open account advance 421 Capital & Trading Marketing & Trading Open account repayment (2,476) Capital & Trading CinPower Open account advance 254 Solutions Cinergy EPCOM, LLC Open account advance 441 Solutions Cinergy EPCOM College Park, LLC Open account advance 217 Solutions Cinergy Solutions of Tuscola, Inc. Open account advance 3,609 Solutions Trigen-Cinergy Open account advance 1,055 Solutions Trigen-Cinergy Solutions of Ashtabula, LLC Open account advance 857 Solutions Trigen-Cinergy Solutions of Baltimore, LLC Open account advance 1,280 Solutions Trigen-Cinergy Solutions of Boca Raton, LLC Open account advance 126 Solutions Trigen-Cinergy Solutions of Cincinnati, LLC Open account repayment (109) Solutions Trigen-Cinergy Solutions of College Park, LLC Open account advance 211 Solutions Trigen-Cinergy Solutions of Orlando LLC Open account repayment (33) Solutions Trigen-Cinergy Solutions of Rochester LLC Open account repayment (567) Solutions Trigen-Cinergy Solutions of Tuscola Open account advance 96 Cinergy Global San Gorgonio Capital contribution 132 Power, Inc. *Item 2 excludes an increase in guarantees issued on behalf of energy-related companies by Cinergy or its subsidiaries during the second quarter of 2000 totaling approximately $134 million. These guarantees are included in Item 4. Summary of Aggregate Investment.
ITEM 3. ASSOCIATE TRANSACTIONS Part I - Transactions Performed by Reporting Companies on Behalf of Associate Utility Companies Reporting Company Associate Utility Company Types of Services Total Amount Rendering Services(1) Receiving Services Rendered Billed ------------------------- ---------------------------- --------------------------------- -------------------- (in thousands) Reliant Services, Inc. The Cincinnati Gas & Line locating and Electric Company underground construction services $606 Reliant Services, Inc. PSI Energy, Inc. Line locating and underground construction services 845 Reliant Services, Inc. The Union Light, Heat, Line locating and and Power Company underground construction services 42 (1) All of the services below were rendered pursuant to service agreements approved in File No. 70-9449 (see HCAR No. 27016, May 4, 1999, exhibits B-1, B-2, and B-3).
ITEM 3. ASSOCIATE TRANSACTIONS (Continued) Part II - Transactions Performed by Associate Utility Companies on Behalf of Reporting Companies Associate Utility Company Reporting Company Types of Services Total Amount Redering Services (1) Receiving Services Rendered Billed ---------------------------- ----------------------- --------------------- --------------------- (in thousands) Engineering and PSI Energy, Inc. Cinergy EPCOM, LLC construction services $ 65 PSI Energy, Inc. Cinergy Solutions Tuscola, Inc. Maintenance services 9 PSI Energy, Inc. Cinergy Solutions, Inc. Maintenance services 3 The Cincinnati Gas & Cinergy Capital & Electric Company Trading, Inc. Maintenance services 5 The Cincinnati Gas & Engineering and & Electric Company Cinergy EPCOM, LLC construction services 198 (1) All of the services below were rendered pursuant to service agreements approved in File No. 70-9449 (see HCAR No. 27016, May 4, 1999, exhibits B-1, and B-2).
ITEM 4. SUMMARY OF AGGREGATE INVESTMENT June 30,2000 -------------------------------- (in thousands) Investments in Energy-Related Companies: Total consolidated capitalization of Cinergy as of June 30, 2000 $6,663,561 Total capitalization multiplied by 15% $999,534 Greater of $50 million or total capitalization multiplied by 15% 999,534 Total current aggregate investment subsequent to March 24, 1997 (categorized by major line of energy-related business): Energy-related business category "i" (1) - Energy-related business category "ii" (2) 14,691 Energy-related business category "v" (3) 353,977 Energy-related business category "vi" (4) 14,408 Energy-related business category "vii" (5) 27,510 Energy-related business category "viii" (6) 53,553 ------- Total current aggregate investment 464,139 ------- Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system $535,395 ========= (1) Rule 58 defines category "i" as the rendering of energy management services and demand-side management services. (2) Rule 58 defines category "ii" as the development and commercialization of electrotechnologies related to energy conservation, storage and conversion, energy efficiency, waste treatment, greenhouse gas reduction, and similar innovations. (3) 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. (4) 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. (5) 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. (6) 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.
ITEM 5. OTHER INVESTMENTS Major Line of Energy- Other Investment in Last Other Investment in this Reason for Difference in Related Business Business U-9C-3 Report U-9C-3 Report Other Investment --------------------------- ------------------------ ------------------------ ---------------------------- (in thousands) NONE
ITEM 6. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements Filed pursuant to Rule 104(b) on a confidential basis. (b) Exhibits None 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: August 29, 2000 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 first quarter of 2000 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