-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DsMPBCypmsuLSgTAPSSZkzoDh6boQ7xUR/w0xcfvbHVf9oHkgmh/LGggI6EmwP6O v63a79P26ie6cUjzufV/jQ== 0000912057-02-008167.txt : 20020414 0000912057-02-008167.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-008167 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION LIGHT HEAT & POWER CO CENTRAL INDEX KEY: 0000100858 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 310473080 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 002-07793 FILM NUMBER: 02562568 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST STREET 2: C/O TREASURER DEPT, PO BOX 960 CITY: CINCINNATI STATE: OH ZIP: 45201 BUSINESS PHONE: 5133812000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINERGY CORP CENTRAL INDEX KEY: 0000899652 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 311385023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11377 FILM NUMBER: 02562567 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5132872644 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET STREET 2: P.O BOX 960 CITY: CINCINATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSI ENERGY INC CENTRAL INDEX KEY: 0000081020 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 350594457 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03543 FILM NUMBER: 02562569 BUSINESS ADDRESS: STREET 1: 1000 EAST MAIN STREET STREET 2: PO BOX 960 CITY: PLAINFIELD STATE: IN ZIP: 46168 BUSINESS PHONE: 3178399611 MAIL ADDRESS: STREET 1: 1000 EAST MAIN STREET STREET 2: 139 E FOURTH ST, PO BOX 960 CITY: PLAINFIELD STATE: IN ZIP: 46168 FORMER COMPANY: FORMER CONFORMED NAME: PUBLIC SERVICE CO OF INDIANA INC DATE OF NAME CHANGE: 19900509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINCINNATI GAS & ELECTRIC CO CENTRAL INDEX KEY: 0000020290 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 310240030 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01232 FILM NUMBER: 02562570 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST ROOM 362-ANNEX STREET 2: PO BOX 960 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5132872291 MAIL ADDRESS: STREET 1: 139 E. FOURTH ST. STREET 2: PO BOX 960 CITY: CINCINNATTI STATE: OH ZIP: 45202 10-K405 1 a2071671z10-k405.htm FORM 10-K405
QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K

(Mark One)  
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

or

/ /

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                          to                         
Commission
File Number

  Registrant, State of Incorporation,
Address and Telephone Number

  I.R.S. Employer
Identification No.

1-11377   CINERGY CORP.
(A Delaware Corporation)
139 East Fourth Street
Cincinnati, Ohio 45202
(513) 421-9500
  31-1385023

1-1232

 

THE CINCINNATI GAS & ELECTRIC COMPANY

(An Ohio Corporation)
139 East Fourth Street
Cincinnati, Ohio 45202
(513) 421-9500

 

31-0240030

1-3543

 

PSI ENERGY, INC.

(An Indiana Corporation)
1000 East Main Street
Plainfield, Indiana 46168
(513) 421-9500

 

35-0594457

2-7793

 

THE UNION LIGHT, HEAT AND POWER COMPANY

(A Kentucky Corporation)
139 East Fourth Street
Cincinnati, Ohio 45202
(513) 421-9500

 

31-0473080

 

 



 

 

      Each of the following classes or series of securities registered pursuant to Section 12(b) of the Act is registered on the New York Stock Exchange:

Registrant
  Title of each class
Cinergy Corp.   Common Stock  
    Income PRIDES  

The Cincinnati Gas & Electric Company

 

Cumulative Preferred Stock

4%
    Junior Subordinated Debentures 8.28%

PSI Energy, Inc.

 

Cumulative Preferred Stock

4.32%
    Cumulative Preferred Stock 4.16%
    Cumulative Preferred Stock 67/8%

Securities registered pursuant to Section 12(g) of the Act: None

      Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that such registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/  No / /


      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants' knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /x/


      Requirements pursuant to Item 405 of Regulation S-K are not applicable for The Union Light, Heat and Power Company.

      The Union Light, Heat and Power Company meets the conditions set forth in General Instruction I (1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced disclosure format specified in General Instruction I (2) of Form 10-K.


      As of January 31, 2002, the aggregate market value of the common equity of Cinergy Corp. held by nonaffiliates (shareholders who are not directors or executive officers) was $5.1 billion. All of the common stock of The Cincinnati Gas & Electric Company and PSI Energy, Inc. is owned by Cinergy Corp., and all of the common stock of The Union Light, Heat and Power Company is owned by The Cincinnati Gas & Electric Company. As of January 31, 2002, each registrant had the following shares of common stock outstanding:

Registrant
  Description
  Shares
Cinergy Corp.   Par value $.01 per share   159,765,197

The Cincinnati Gas & Electric Company

 

Par value $8.50 per share

 

89,663,086

PSI Energy, Inc.

 

Without par value, stated value $.01 per share

 

53,913,701

The Union Light, Heat and Power Company

 

Par value $15.00 per share

 

585,333

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Proxy Statement of Cinergy Corp. and the Information Statement of PSI Energy, Inc. filed, or to be filed, with the Securities and Exchange Commission are incorporated by reference into Part III of this report.

      This combined Form 10-K is separately filed by Cinergy Corp., The Cincinnati Gas & Electric Company, PSI Energy, Inc., and The Union Light, Heat and Power Company. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to registrants other than itself.





TABLE OF CONTENTS

Item
Number

   
  Page
Number

    Cautionary Statements Regarding Forward-Looking Information   3

 

 

PART I

 

 
1   Business    
          Organization   5
          Current Trends   7
          Business Units   8
          Other Developments   14
          Environmental Matters   14
          Future Expectations/Trends   15
2   Properties    
          Energy Merchant   16
          Regulated Businesses   18
3   Legal Proceedings    
          New Source Review and Notices of Violation   19
          Manufactured Gas Plant Sites   20
          M Metals Superfund Site   21
          Gas Customer Choice   21
          City of Newport, Kentucky   22
4   Submission of Matters to a Vote of Security Holders   23

 

 

PART II

 

 
5   Market for Registrant's Common Equity and Related Stockholder Matters   24
6   Selected Financial Data   25
7   Management's Discussion and Analysis of Financial Condition and Results of Operations    
          Introduction   27
          Liquidity and Capital Resources   27
          2001 Results of Operations—Historical   39
          2000 Results of Operations—Historical   43
          Results of Operations—Future    
7A   Quantitative and Qualitative Disclosures About Market Risk   64
    Index to Financial Statements and Financial Statement Schedules   65
8   Financial Statements and Supplementary Data   66
9   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   145

 

 

PART III

 

 
10   Directors and Executive Officers of the Registrants    
          Board of Directors   146
          Executive Officers   147
11   Executive Compensation   151
12   Security Ownership of Certain Beneficial Owners and Management   151
13   Certain Relationships and Related Transactions   152

 

 

PART IV

 

 
14   Exhibits, Financial Statement Schedules, and Reports on Form 8-K    
          Financial Statements and Schedules   153
          Reports on Form 8-K   153
          Exhibits   153
    Signatures   166

2


        In this report Cinergy (which includes Cinergy Corp. and all of our regulated and non-regulated subsidiaries) is, at times, referred to in the first person as "we", "our", or "us".

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

        In this report we discuss various matters that may make management's corporate vision of the future clearer for you. This report outlines management's goals and projections for the future. These goals and projections are considered forward-looking statements and are based on management's beliefs and assumptions. These forward-looking statements are identified by terms and phrases such as "anticipate", "believe", "intend", "estimate", "expect", "continue", "should", "could", "may", "plan", "project", "predict", "will", and similar expressions.

        Forward-looking statements involve risks and uncertainties that may cause actual results to be materially different from the results predicted. Factors that could cause actual results to differ are often presented with forward-looking statements. In addition, other factors could cause actual results to differ materially from those indicated in any forward-looking statement. These include:

    Factors affecting operations, such as:

    (1)
    unusual weather conditions;

    (2)
    catastrophic weather-related damage;

    (3)
    unscheduled generation outages;

    (4)
    unusual maintenance or repairs;

    (5)
    unanticipated changes in fossil fuel costs, gas supply costs, or availability constraints;

    (6)
    environmental incidents; and

    (7)
    electric transmission or gas pipeline system constraints.

    Legislative and regulatory initiatives regarding deregulation of the industry or potential national deregulation legislation.

    The timing and extent of the entry of additional competition in electric or gas markets and the effects of continued industry consolidation through the pursuit of mergers, acquisitions, and strategic alliances.

    Regulatory factors such as changes in the policies or procedures that set rates; changes in our ability to recover capital expenditures for environmental compliance, purchased power costs and investments made under traditional regulation through rates; and changes to the frequency and timing of rate increases.

    Financial or regulatory accounting principles or policies imposed by governing bodies.

    Political, legal, and economic conditions and developments in the United States (U.S.) and the foreign countries in which we have a presence. This would include inflation rates and monetary fluctuations.

    Changing market conditions and other factors related to physical energy and financial trading activities. These would include price, basis, credit, liquidity, volatility, capacity, transmission, currency exchange rates, interest rates, and warranty risks.

    The performance of projects undertaken by our non-regulated businesses and the success of efforts to invest in and develop new opportunities.

    Availability of, or cost of, capital.

3


    Employee workforce factors, including changes in key executives, collective bargaining agreements with union employees, and work stoppages.

    Legal and regulatory delays and other obstacles associated with mergers, acquisitions, and investments in joint ventures.

    Costs and effects of legal and administrative proceedings, settlements, investigations, and claims. Examples can be found in Note 13 of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data".

    Changes in international, federal, state, or local legislative requirements, such as changes in tax laws, tax rates, and environmental laws and regulations.

        Unless we otherwise have a duty to do so, the Securities and Exchange Commission's (SEC) rules do not require forward-looking statements to be revised or updated (whether as a result of changes in actual results, changes in assumptions, or other factors affecting the statements). Our forward-looking statements reflect our best beliefs as of the time they are made and may not be updated for subsequent developments.

4




PART I

ITEM 1.    BUSINESS

ORGANIZATION

        Cinergy Corp., a Delaware corporation created in October 1994, owns all outstanding common stock of The Cincinnati Gas & Electric Company (CG&E) and PSI Energy, Inc. (PSI), both of which are public utility subsidiaries. As a result of this ownership, we are considered a utility holding company. Because we are a holding company with material utility subsidiaries operating in multiple states, we are registered with and are subject to regulation by the SEC under the Public Utility Holding Company Act of 1935, as amended (PUHCA). Our other principal subsidiaries are:

    Cinergy Wholesale Energy, Inc. (Wholesale Energy);

    Cinergy Services, Inc. (Services);

    Cinergy Investments, Inc. (Investments);

    Cinergy Global Resources, Inc. (Global Resources); and

    Cinergy Technologies, Inc. (Technologies).

        CG&E, an Ohio corporation, is a combination electric and gas public utility company that provides service in the southwestern portion of Ohio and, through its subsidiaries, in nearby areas of Kentucky and Indiana. CG&E's principal subsidiary, The Union Light, Heat and Power Company (ULH&P), is a Kentucky corporation that provides electric and gas service in northern Kentucky. CG&E's other subsidiaries are insignificant to its results of operations.

        In 2001, CG&E began a transition to electric deregulation and customer choice. Currently, the competitive retail electric market in Ohio is in the development stage. CG&E is recovering its Public Utilities Commission of Ohio (PUCO) approved costs and retail electric rates are frozen during this market development period. See the "Retail Market Developments" section in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for a discussion of key elements on Ohio deregulation.

        PSI, an Indiana corporation, is a vertically integrated and regulated electric utility that provides service in north central, central, and southern Indiana.

5



        The following table presents further information related to the operations of our domestic utility companies (our operating companies):

 
   
  Principal
Line(s) of Business

  Major Cities Served
  Approximate
Population
Served

CG&E and subsidiaries     Generation, transmission, distribution, and sale of electricity   Cincinnati, OH
Middletown, OH
Covington, KY
  2,012,000
      Sale and/or transportation of natural gas   Florence, KY
Newport, KY
Lawrenceburg, IN
   
PSI     Generation, transmission, distribution, and sale of electricity   Bloomington, IN
Carmel, IN
Columbus, IN
Kokomo, IN
Lafayette, IN
New Albany, IN
Terre Haute, IN
  2,220,000
ULH&P     Transmission, distribution, and sale of electricity   Covington, KY
Florence, KY
Newport, KY
  338,000
      Sale and transportation of natural gas        

        Wholesale Energy is a holding company for Cinergy's energy commodity businesses, including electric production, as the generation assets eventually become unbundled from the utility subsidiaries. See the "Retail Market Developments" section in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for a discussion on Ohio deregulation. Cinergy Power Generation Services, LLC (Generation Services), a wholly-owned subsidiary of Wholesale Energy, provides electric production-related construction, operation and maintenance services to certain affiliates and non-affiliated third parties.

        Services is a service company that provides our subsidiaries with a variety of centralized administrative, management, and support services. Investments holds most of our domestic non-regulated, energy-related businesses and investments. Global Resources holds most of our international businesses and investments and directs our renewable energy investing activities (for example, wind farms). Technologies primarily holds our portfolio of technology-related investments.

        We have collective bargaining agreements with the International Brotherhood of Electrical Workers (IBEW), the United Steelworkers of America (USWA), the Independent Utilities Union (IUU), and various international union organizations.

6



        The following table indicates the number of employees by classification at December 31, 2001:

 
  Regulated
  Non-Regulated
   
Classification

  CG&E(4)
  PSI
  ULH&P
  Total
Regulated

  Domestic(5)(6)
  International
  Total Non-
Regulated

  Cinergy
Total

IBEW(1)   525   1,313   58   1,896   946     946   2,842
USWA(2)   296     90   386   16     16   402
IUU(3)   428     61   489   423     423   912
Various Union Organizations           51   492   543   543
Non-Bargaining   234   410   25   669   3,007   394   3,401   4,070
   
 
 
 
 
 
 
 
    1,483   1,723   234   3,440   4,443   886   5,329   8,769

(1)
IBEW #1347 contract will expire on April 1, 2006, IBEW #1393 contract will expire on April 30, 2002, and IBEW #399 contract will expire on November 15, 2006. The parties are currently negotiating an extension to the IBEW #1393 contract.

(2)
USWA #12049 and #5541-06 contracts will expire on May 15, 2007.

(3)
Contract will expire April 1, 2002. The parties are currently negotiating an extension to the IUU contract.

(4)
CG&E and subsidiaries excluding ULH&P.

(5)
Includes 2,601 Services' employees, who provide services to both regulated and non-regulated operations.

(6)
Includes 1,431 Generation Services' employees who provide services to certain affiliates and non-affiliated third parties.

CURRENT TRENDS

        For many years our industry has been relatively stable and dominated by vertically integrated companies. However, in recent years a number of federal and state developments, aimed at promoting competition, initiated a de-integration of the traditional value chain and triggered industry restructuring.

        New business models are emerging as market participants seek to exploit opportunities along the de-integrated value chain. The market place is being characterized by independent power producers, energy marketers and traders, energy merchants, transmission and distribution providers and retail energy suppliers. New market entrants and activity among the traditional participants, such as mergers, acquisitions, asset sales and spin-offs of lines of business, are reshaping the industry. Power generators are attempting to differentiate themselves to attract a new customer base; large wholesalers are expanding through acquisitions of regional businesses; transmission systems are being operated by Regional Transmission Operators; and the sale of retail energy is no longer the exclusive business of the traditional integrated utility.

        By the end of 2000, approximately one-half of the states and the District of Columbia had adopted deregulation plans. However, recent events are significantly influencing political and legislative activity. In late 2000 and early 2001, California experienced unprecedented high prices, extreme price volatility, a lack of market liquidity and inadequate generation supply, leading to customer blackouts. Ultimately, California's two largest utilities accumulated significant unpaid obligations, which resulted in one of the utilities declaring bankruptcy during 2001. In December 2001, Enron Corp. (Enron), a dominant energy trader and seventh largest company of the Fortune 500 in terms of revenue, filed for bankruptcy protection after disclosing substantial third quarter losses and a restatement of prior period results,

7



which contributed to a significant downgrade in its credit ratings. The SEC, the Federal Energy Regulatory Commission (FERC), the U.S. Department of Justice (Justice Department) and numerous Congressional committees are investigating Enron's collapse. These recent events could significantly influence the future industry landscape. In 2001, eight of the states which had previously adopted deregulation plans, including California, decided to delay or suspend their activities. No additional states passed deregulation legislation in 2001.

        Within our own service territory, in 1999 Ohio enacted legislation which deregulated electric generation and provided for retail competition beginning in January 2001. In December 2001, the PUCO indicated that while still in the early stages of electric choice, "the campaign is successfully on track". The states of Indiana and Kentucky have not passed restructuring legislation. A special Kentucky Electricity Restructuring Task Force established in 2000 found no compelling reasons for Kentucky to act on the issue of deregulation and recommended the Kentucky General Assembly wait until 2002 to reconsider any type of legislation.

BUSINESS UNITS

        We conduct operations through our subsidiaries, and manage through the following three business units:

    Energy Merchant Business Unit (Energy Merchant);

    Regulated Businesses Business Unit (Regulated Businesses); and

    Power Technology and Infrastructure Services Business Unit (Power Technology).

        The following section describes the activities of our business units as of December 31, 2001. See Note 16 of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data" for financial information by business segment.

Energy Merchant

        Energy Merchant manages wholesale generation and the domestic and foreign energy marketing and trading of energy commodities. Energy Merchant operates and maintains our regulated and non-regulated electric generating plants including some of our jointly-owned plants, both domestically and abroad. As of December 31, 2001, the total winter electric capability (including our portion of the total capacity for the jointly-owned plants) of our domestic generating plants was 13,088 megawatts (MW). Approximately 75% of this generation portfolio is coal-fired. See "Item 2. Properties" for a further discussion of the generating facilities.

        Energy Merchant also conducts the following activities:

    energy risk management;

    financial restructuring services;

    proprietary arbitrage activities;

    customized energy solutions; and

    directs our renewable energy investing activities.

        See the "Market Risk Sensitive Instruments and Positions" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for information on risks associated with these activities.

8




Fuel Supply

        Each year, through CG&E and PSI, we purchase approximately 29 million tons of coal to generate electricity. We purchase approximately 80% of our coal supply through long-term coal supply agreements and approximately 20% through the spot market or through short-term supply agreements. We receive our coal supply primarily from mines located in Indiana, West Virginia, Ohio, Kentucky, Pennsylvania, and Illinois. In early 2001, the market price for coal increased due to the buildup of inventories at various generators and the low production levels of coal mines. However, we anticipate the market prices of coal to level off in 2002.

        Cinergy has a fleet of natural gas-fired peaking plants that have a capacity of 2,695 MW. The fuel for these units is obtained through the natural gas open market. For further information on the risk of purchasing natural gas see the "Market Risk Sensitive Instruments and Positions" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations".

        Energy Merchant monitors alternative sources of coal and gas to assure a continuing availability of economical fuel supplies. As such, it will maintain its practice of purchasing a portion of coal and gas requirements on the open market and will continue to investigate least-cost coal options to comply with new and existing environmental requirements. Cinergy, CG&E, and PSI believe that they can continue to obtain enough coal and gas to meet future needs. However, future environmental requirements may significantly impact the availability and price of these fuels.


Purchased Power

        At times, we purchase power to meet the energy needs of our wholesale customers and to meet the requirements of our retail native load customers (end-use customers within our operating companies' franchise territory). Factors that could cause Cinergy to purchase power for retail native load customers include generating plant outages, extreme weather conditions, growth, and other factors associated with supplying full requirements electricity. We believe we can obtain enough purchased power to meet future needs. However, during periods of excessive demand, the price and availability of these purchases may be significantly impacted. See the "Significant Rate Developments" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information on PSI's Purchased Power Tracker.


Trading Operations and Risk Management

        Energy Merchant's energy marketing and trading activities principally consist of energy marketing and trading operations for CG&E, PSI, and Cinergy Capital & Trading, Inc. (Capital & Trading). CG&E and PSI principally market and trade over-the-counter (an informal market where the buying/selling of commodities occurs) contracts for the purchase and sale of electricity, primarily in the Midwest region of the U.S. Energy Merchant also actively markets physical natural gas through Cinergy Marketing & Trading, LP's gas trading operations. See the "Market Risk Sensitive Instruments and Positions" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for information on risks associated with these activities.


International

        As of December 31, 2001, we had ownership interests in generation assets located in seven countries. The majority of these assets are district heating plants in the Czech Republic, of which we own 100% of four plants and have a minority interest in the fifth. These assets serve retail and wholesale customers in the Czech Republic.

9



Regulated Businesses

        Regulated Businesses consists of a regulated, integrated utility, and regulated electric and gas transmission and distribution systems. Regulated Businesses plans, constructs, operates, and maintains Cinergy's transmission and distribution systems and delivers gas and electric energy to consumers, both domestically and abroad. Regulated Businesses operated approximately 46,100 circuit miles (the total length in miles of separate circuits) of domestic electric lines to provide regulated transmission and distribution service to 1.5 million customers as of December 31, 2001.

        Regulated Businesses operated approximately 8,200 miles of gas mains (gas distribution lines that serve as a common source of supply for more than one service line) and service lines to provide domestic regulated transmission and distribution services to approximately 495,000 customers as of December 31, 2001. See "Item 2. Properties" for a further discussion of the transmission and distribution systems owned by our operating companies.


Electric Operations

        Regulated Businesses (through our operating companies) and other non-affiliated utilities in a nine-state region are parties to the East Central Area Reliability Council Agreement (ECAR Agreement). The ECAR Agreement coordinates the planning and operation of generation and transmission facilities, which provides for maximum reliability of regional bulk power supply.

10




Transmission System Interconnections

        The following map illustrates the interconnections between our electric systems and other electric systems.

MAP


Midwest Independent Transmission System Operator, Inc. (Midwest ISO)

        As part of the effort to create a competitive wholesale power marketplace, the FERC approved the formation of the Midwest ISO during 1998. In that same year, Cinergy agreed to join the Midwest ISO in preparation for meeting anticipated changes in the FERC regulations and future deregulation requirements. The Midwest ISO was established as a non-profit organization to maintain functional control over the combined transmission systems of its members. For further information on the Midwest ISO, see the "Midwest Independent Transmission System Operator, Inc." section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations".

11




Electricity Supply

        Regulated Businesses currently receives its electricity from Energy Merchant at a transfer price based upon current regulatory ratemaking methodology. With the implementation of electric deregulation in Ohio, effective January 1, 2001, Regulated Businesses continues, through a market development period, to acquire its electricity requirements through Energy Merchant for those retail customers who do not switch suppliers.

        ULH&P purchases energy from CG&E pursuant to a new contract effective January 1, 2002, which was approved by the FERC and the Kentucky Public Service Commission (KPSC). This five-year agreement is a negotiated fixed-rate contract with CG&E and replaces the previous cost of service based contract, which expired on December 31, 2001.

        For further details on electricity supply of CG&E, PSI, and ULH&P, refer to the "Retail Market Developments" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations".


Gas Supply

        Regulated Businesses is responsible for the purchase and the subsequent delivery of natural gas to native load customers. Regulated Businesses' natural gas procurement strategy is to buy firm gas supplies (gas intended to be available at all times) and firm interstate pipeline capacity during the winter season (November through March) and buy spot supply and capacity during the non-heating season (April through October). This strategy allows Regulated Businesses to assure reliable gas supply for its high priority (non-curtailable) customers during peak winter conditions and provides Regulated Businesses the flexibility to reduce its contract commitments if firm customers choose alternate gas suppliers under the Regulated Businesses' customer choice/gas transportation programs. In 2001, firm supply purchase commitment agreements provided approximately 56% of the natural gas supply with the remaining gas purchased on the spot market. These firm supply agreements feature two levels of gas supply, specifically (1) base load, which is a continuous supply to meet normal demand requirements, and (2) swing load, which is gas available on a daily basis to accommodate changes in demand due primarily to changing weather conditions. Regulated Businesses pays reservation charges for base and swing load.

        Regulated Businesses manages gas procurement-hedging programs for CG&E and ULH&P. These programs include the use of fixed purchase prices as well as variable price arrangements (collars), which have a minimum (floor) and maximum (cap) established on the price to be paid. ULH&P has received approval from the KPSC for its hedging program. In accordance with a PUCO ruling, CG&E may apply for approval of its hedging program on an after-the-fact basis. As of December 31, 2001, both CG&E and ULH&P had hedged approximately 50% of their winter 2001/2002 base load requirements. See the "Gas Industry" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for further information.

        Interstate pipelines either (1) transport gas purchased directly to the distribution systems or (2) inject gas purchased into pipeline storage facilities for future withdrawal and delivery. The majority of the gas supply comes from the Gulf of Mexico coastal areas of Texas and Louisiana. In addition, a limited supply comes from the mid-continent (Arkansas-Oklahoma) basin. Also, industrial transportation customers behind Cinergy's city gate (point where the distribution system connects to an interstate gas pipeline) are obtaining methane gas recovered locally from an Ohio landfill.

        Regulated Businesses expects the natural gas market will remain competitive in future years. Throughout the year 2001, natural gas prices returned to more normal levels. However, short-term price fluctuations, such as those that occurred in late 2000 and early 2001, could reappear, and reflect the effects of weather conditions, availability of supply, and changes in demand and storage inventories.

12



Currently, neither CG&E nor ULH&P profit from changes in the cost of gas. Natural gas purchase costs are passed directly to the customer dollar-for-dollar under the gas cost recovery mechanism that is mandated under state law.

        In December 2001, CG&E and ULH&P entered into an agreement with Mirant Americas Energy Marketing, LP (Mirant) to manage their interstate pipeline transportation and storage capacity and gas supply contracts. Under this agreement, which expires in October 2003, Mirant is obligated to deliver gas to meet CG&E's and ULH&P's firm requirements.


International

        Regulated Businesses also manages our international electric transmission and distribution systems and natural-gas distribution systems business holdings, which include wholly-owned or jointly-owned companies in four foreign countries, namely Zambia, South Africa, Estonia, and Greece.


Revenue Data and Customer Base

        The percent of retail operating revenues derived from electricity and gas sales, including transportation, for each of the three years ended December 31 were as follows:

 
  Retail Operating Revenues
 
  2001
  2000
  1999
Registrant

  Electric %
  Gas %
  Electric %
  Gas %
  Electric %
  Gas %
Cinergy(1)   81   19   84   16   87   13
CG&E and subsidiaries   71   29   75   25   80   20
PSI   100     100     100  
ULH&P   68   32   71   29   75   25

(1)
Excludes the results of our International business which are immaterial.

        Electric and gas sales are seasonal. Electricity usage in our service territory peaks during the summer and gas usage peaks during the winter. Air conditioning increases electricity demand and heating increases electricity and gas demand.

        The service territory of CG&E and its utility subsidiaries, including ULH&P, is heavily populated and is characterized by a stable residential customer base and a diverse mix of industrial customers. The territory served by PSI is composed of residential, agricultural, and widely diversified industrial customers. No single customer provides more than ten percent of total operating revenues (electric or gas) for any of our operating companies.

Power Technology

        Power Technology primarily manages the development, marketing, and sales of our non-regulated retail energy and energy-related businesses. This is accomplished through various subsidiaries and joint ventures and includes the following products and services:

    providing energy management and consulting services to customers that operate retail facilities;

    providing various utility operations and infrastructure services to utilities (for example, providing underground locating and construction services for utilities); and

    building and maintaining fiber optic telecommunication networks for businesses, municipalities, telecommunications carriers, and schools.

13


        Power Technology also manages Cinergy Ventures, LLC (Ventures), Cinergy's venture capital subsidiary. Ventures invests in emerging energy technologies that can benefit future Cinergy business development activities.

OTHER DEVELOPMENTS

Investment in "Exempt Wholesale Generators" (EWG) and "Foreign Utility Companies" (FUCO)

        Our ability to invest in growth initiatives, such as EWGs and FUCOs is limited by certain legal and regulatory requirements, including the PUHCA. An EWG is an entity, certified by the FERC, devoted exclusively to owning and/or operating and selling power from one or more electric generating facilities. An EWG whose generating facilities are located in the U.S. is limited to making only wholesale sales of electricity. FUCOs are companies whose utility assets and operations are located outside the U.S. and which are used for the generation, transmission, or distribution of electric energy for sale at retail or wholesale, or the distribution of gas at retail. An entity claiming status as a FUCO must provide notification thereof to the SEC under PUHCA.

        In March 1998, the SEC granted us authority under PUHCA to invest in EWGs and FUCOs in an aggregate amount equal to our consolidated retained earnings, as determined from time to time. Following our request for an increase in investment authority, in May 2001, the SEC issued a supplemental order, authorizing us to invest an additional $2 billion in EWGs and FUCOs, in addition to an amount equal to our consolidated retained earnings. See the "Liquidity and Capital Resources" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for information on other investing activities.

Sale of Common Stock

        On February 19, 2002, Cinergy Corp. filed a registration statement to increase the available issuance under the shelf registration statement filed in November 2001, to approximately $200 million. On February 22, 2002, Cinergy Corp. sold 6.5 million shares of common stock of Cinergy Corp. with net proceeds of approximately $200 million under these registration statements. The net proceeds from the transaction were used to reduce short-term debt of Cinergy Corp. and its subsidiaries and for other general corporate purposes.

Sales of Accounts Receivable

        On February 19, 2002, CG&E, PSI, and ULH&P replaced their existing agreement to sell certain of their accounts receivable and related collections. Cinergy Corp. formed Cinergy Receivables Company, LLC (Cinergy Receivables) to purchase, on a revolving basis, nearly all of the retail accounts receivable and related collections of CG&E, PSI, and ULH&P in exchange for a note payable. Cinergy Receivables is not consolidated by Cinergy Corp. since it meets the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities to be considered a qualified special-purpose entity. Cinergy Receivables has an agreement with unrelated parties to borrow up to $400 million, collateralized by its purchased receivables. Cinergy Receivables uses the proceeds from those borrowings to reduce the note payable with CG&E, PSI, and ULH&P. CG&E retains servicing responsibilities for its role as a collection agent on the amounts due on the sold receivables. However, Cinergy Receivables assumes the risk of collection on the purchased receivables without recourse to CG&E, PSI, and ULH&P in the event of a loss.

ENVIRONMENTAL MATTERS

        On December 21, 2000, Cinergy, CG&E, and PSI reached an agreement in principle with the U.S. Environmental Protection Agency (EPA), the Justice Department, three northeast states, and two

14



environmental groups that could serve as the basis for a negotiated resolution of Clean Air Act (CAA) Amendments claims and other related matters brought against coal-fired power plants owned and operated by Cinergy's operating companies. The estimated cost for these capital expenditures is expected to be approximately $700 million. These capital expenditures are in addition to our previously announced commitment to install nitrogen oxide (NOX) controls at an estimated cost of approximately $800 million (in nominal dollars) between 2001 and 2005. In 2001, we spent $260 million for NOX and other environmental compliance projects. Forecasted expenditures for NOX and other environmental compliance projects (in nominal dollars) are approximately $250 million for 2002 and $600 million for the 2002-2006 period. See Note 13 of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data" for a discussion of the EPA Agreement and related environmental issues.

FUTURE EXPECTATIONS/TRENDS

        See the information appearing under the same caption in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for the following discussions:

    Wholesale Market Developments;

    Retail Market Developments;

    Midwest ISO;

    Repeal of PUHCA;

    Significant Rate Developments;

    Gas Industry; and

    Other Future Expectations.

15



ITEM 2. PROPERTIES

ENERGY MERCHANT

        Our operating companies' total winter electric capabilities, reflected in MW, as of December 31, 2001, are shown in the table that follows. Our electric generating plants are located in Ohio, Kentucky, and Indiana and are wholly-owned or jointly-owned facilities.

Registrant(1)

  Stations
  Coal
MW

  Natural
Gas
MW

  Oil
MW

  Hydro
MW

  Total
MW

CG&E   9   4,186   736   323     5,245
PSI   9   5,578   120   261   45   6,004
   
 
 
 
 
 
Total   18   9,764   856   584   45   11,249
   
 
 
 
 
 

(1)
This table includes only our portion of the total capacity for the jointly-owned plants. Refer to Note 14 of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data" for a discussion of the jointly-owned plants.

        During 2001, electric generating plants, including those that we own but do not operate, performed reliably, as evidenced by our annual capacity factor of 68% (excluding natural gas and fuel oil peaking stations), a utilization factor at greater than 84% and an equivalent availability factor of 82%. A capacity factor is a percentage that indicates how much of a power plant's capacity is used over time. A utilization factor is a percentage that indicates how much of a power plant's capacity is used while being available. An equivalent availability factor is a percentage that indicates how much a unit is available to generate compared to its potential maximum generation.

        In August 2001, we experienced record peak loads of 11,083 MW, 5,094 MW, and 6,019 MW for Cinergy, CG&E, and PSI, respectively. At times, we purchase power to meet the energy needs of our wholesale customers and to meet the requirements of our retail native load customers. Factors that could cause Cinergy to purchase power for retail native load customers include outages, extreme weather conditions, growth, economics, and other factors associated with supplying full requirements electricity. We believe we can obtain enough purchased power to meet future needs.

Ohio Deregulation

        After receipt of FERC, SEC, and applicable third-party approvals and consents, CG&E anticipates transferring its generating stations and their related assets and obligations to an EWG affiliate. Subsequent to this transfer, CG&E will continue operations as a transmission and distribution company. To facilitate this transfer, the generation assets of CG&E, as of August 2000, were released from the first mortgage indenture lien allowing them to move unencumbered to the EWG affiliate. Generating assets added after August 2000, remain subject to the lien of CG&E's first mortgage bond indenture and will require release at some future date prior to being transferred. For a further discussion on Ohio deregulation, see the "Retail Market Developments" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations".

Merchant Plants

Domestic

        In March 2001, Capital & Trading completed the acquisition of the 480 MW Brownsville generation facility located in Haywood County, Tennessee and the 550 MW Caledonia generation facility located in Lowndes County, Mississippi. Brownsville has four natural gas-fired combustion turbines and Caledonia has six.

16



        In June 2001, Capital & Trading and Duke announced they would dissolve their partnership, which was formed in 1999 for the purpose of jointly constructing and owning three wholesale generating facilities. In September 2001, the partnership was dissolved and Capital & Trading obtained ownership of the wholesale generating facilities located in Butler County, Ohio (680 MW) and Henry County, Indiana (129 MW). In exchange for the two generating facilities, Duke received the Vermillion County, Indiana (680 MW) generating facility, which will be operated by Cinergy until June 2005. See the "Wholesale Market Developments" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for further discussion.

        At December 31, 2001, our domestic merchant plant capacity consisted of four gas-fired peaking plants with a total capacity of 1,839 MW. However, in December 2001, PSI petitioned the Indiana Utility Regulatory Commission to transfer the Henry County, Indiana, and Butler County, Ohio, gas-fired peaking plants to its regulated operations to serve its growing demand in Indiana. See the "Significant Rate Developments" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for more information.


International

        As of December 31, 2001, we had ownership interests in generation assets located in seven countries. The majority of these assets are district heating plants in the Czech Republic, of which we own 100% of four plants and have a minority interest in the fifth. These assets serve retail and wholesale customers in the Czech Republic.

Cogeneration

        In 1997, Cinergy and Trigen Energy Corporation entered into a joint venture agreement to develop, construct, own, operate, and maintain combined heat and power facilities for large industrial customers. As of December 31, 2001, we had an ownership interest in and/or operated seven domestic cogeneration plants producing 548 MW of electricity through our Trigen-Cinergy Solutions LLC joint venture. Cogeneration is the simultaneous production of two or more forms of useable energy from a single fuel source. During 2002-2003, Cinergy Solutions, Inc. (Cinergy Solutions) anticipates completing construction of four new cogeneration plants, which will produce an additional 772 MW of electricity.

        In October 2000, Cinergy Solutions announced a partnership with British Petroleum Global Power, Inc. (BP) to construct, own, and operate two new cogeneration plants for BP's Texas City, Texas, and Chocolate Bayou, Texas, refining and chemical sites. In May 2001, BP cancelled the Chocolate Bayou project. The operation of the Texas City cogeneration plant will coincide with the decommissioning of older, less efficient energy facilities. This new plant, along with existing facilities to be acquired by the partnership, will produce 705 MW of electricity. The Texas City plant is scheduled to be operational in 2004.

17



REGULATED BUSINESSES

Electric

        Metrics for our operating companies' electric transmission and distribution systems located in Ohio, Kentucky, and Indiana (excluding our proportionate share of jointly-owned facilities) are as follows:

Registrant

  Electric
Transmission
Systems

  Electric
Distribution
Systems

  Substation
Combined
Capacity

 
  (circuit miles)

  (circuit miles)

  (kilovolt-amperes)(1)

CG&E   1,652   15,489   20,951,521
  ULH&P   105   2,708   1,213,998
  Other subsidiaries   40    
   
 
 
CG&E and subsidiaries   1,797   18,197   22,165,519
PSI   5,387   20,707   29,413,407
   
 
 
Total   7,184   38,904   51,578,926
   
 
 

(1)
Kilovolt-amperes (1,000 volt-amperes) are a broad measure of our substation transformer capacity.

        At the end of 2001, our operating companies' electric systems were interconnected with fifteen other utilities.

        Our electric transmission and distribution systems are designed and constructed to further the goal of providing reliable service to our customers. Every effort is made to ensure that sufficient facilities are in service to meet this goal without installing facilities beyond what is required to operate reliably and within the design or designed parameters. Through our ongoing review of these systems, enhancements are developed and constructed to meet our planning, loading, and reliability guidelines. This process allows us to prudently invest in capacity additions only when and where they are required.

Gas

        As of December 31, 2001, the natural gas transmission and distribution systems of CG&E and its subsidiaries had approximately 8,200 miles of mains and service lines located in southwestern Ohio, southeastern Indiana, and northern Kentucky. CG&E and its subsidiaries also jointly own three underground caverns with a total storage capacity of 22 million gallons of liquid propane. As of December 31, 2001, we had 17 million gallons of liquid propane in storage. This liquid propane is used in the three propane/air peak shaving plants located in Ohio and Kentucky to convert liquid propane into natural gas to be used only during peak demand periods and emergencies. During 2001, CG&E and its subsidiaries' natural gas transmission and distribution systems operated reliably, at a load factor of 37%.

        In December 2001, CG&E and ULH&P entered into an agreement with Mirant to manage CG&E's and ULH&P's interstate pipeline transportation and storage capacity and gas supply contracts. The agreement expires in October 2003. Under this agreement, Mirant is obligated to deliver gas to meet CG&E's and ULH&P's firm requirements.

International

        We own interests in approximately 2,700 miles of gas and electric transmission and distribution systems through jointly-owned investments in four countries. We serve approximately 59,600 transmission and distribution customers. In November 2001, Attiki Denmark ApS, a joint venture between CGP Global Greece Holdings S.A., (an indirect wholly-owned subsidiary of Cinergy) and Shell Gas B.V. closed on its transaction to acquire a 49% interest in Attiki Gas Supply Company S.A. (Attiki Gas). Attiki Gas distributes, supplies, and sells natural gas to retail customers in the Athens, Greece area.

18




ITEM 3.    LEGAL PROCEEDINGS

NEW SOURCE REVIEW (NSR) AND NOTICES OF VIOLATION (NOV)

        The CAA's NSR provisions require that a company obtain a pre-construction permit if it plans to build a new stationary source of pollution or make a major modification to an existing facility, unless the changes are exempt. In July 1998, the EPA requested comments on proposed revisions to the NSR rules that could have the affect of changing NSR applicability by limiting exemptions contained in the current regulation. On June 22, 2001, the EPA issued an NSR 90-Day Review Paper and scheduled four public forums across the U.S. to gather more information on the impacts of NSR. Cinergy provided oral testimony at an EPA public forum held in Cincinnati, Ohio, on July 10, 2001, and submitted written comments as well.

        Since July 1999, CG&E and PSI have received requests from the EPA (Region 5), under Section 114 of the CAA, seeking documents and information regarding capital and maintenance expenditures at several of their respective generating stations. These requests were part of an industry-wide investigation assessing compliance with the NSR and the New Source Performance Standards (NSPS) of the CAA at electric generating stations.

        On September 15, 1999, November 3, 1999, and February 2, 2001, the Attorneys General of New York, Connecticut, and New Jersey, respectively, issued letters notifying Cinergy and CG&E of their intent to sue under the citizens' suit provisions of the CAA. These states allege violations of the CAA by constructing and continuing to operate a major modification of CG&E's W.C. Beckjord Generating Station (Beckjord Station) without obtaining the required NSR pre-construction permits.

        On November 3, 1999, the EPA sued a number of holding companies and electric utilities, including Cinergy, CG&E, and PSI, in various U.S. District Courts (District Court). The Cinergy, CG&E, and PSI suit alleged violations of the CAA at two of our generating stations relating to NSR and NSPS requirements. The suit sought (1) injunctive relief to require installation of pollution control technology on each of the generating units at Beckjord Station and at PSI's Cayuga Generating Station (Cayuga Station), and (2) civil penalties in amounts of up to $27,500 per day for each violation.

        On March 1, 2000, the EPA filed an amended complaint against Cinergy, CG&E, and PSI. The amended complaint added alleged violations of the NSR requirements of the CAA at two of our generating stations contained in an NOV filed by the EPA on November 3, 1999. It also added claims for relief of alleged violations of nonattainment NSR, Indiana and Ohio State Implementation Plans (SIP), and particulate matter emission limits.

        The amended complaint sought (1) injunctive relief to require installation of pollution control technology on each of the generating units at Beckjord Station and PSI's Cayuga Station, Wabash River Generating Station, and Gallagher Generating Station, and such other measures as necessary, and (2) civil penalties in amounts of up to $27,500 per day for each violation.

        On March 1, 2000, the EPA also filed an amended complaint in a separate lawsuit alleging violations of the CAA relating to NSR, Prevention of Significant Deterioration (PSD), and Ohio SIP requirements regarding various generating stations, including a generating station operated by the CSP and jointly-owned by CSP, DP&L, and CG&E. The EPA is seeking injunctive relief and civil penalties of up to $27,500 per day for each violation. This suit is being defended by CSP. On April 4, 2001, the District Court in that case ruled that neither the Government nor the intervening plaintiff environmental groups could obtain civil penalties for any alleged violations that occurred more than five years prior to the filing of the complaint, but that both parties could seek injunctive relief for alleged violations that occurred more than five years before the filing of the complaint. Thus, if the plaintiffs prevail in their claims, any calculation for penalties will not start on the date of the alleged violations, unless those alleged violations occurred after November 3, 1994, but CSP would be forced to install the controls required under the CAA. Neither party appealed that decision.

19



        On June 28, 2000, the EPA issued an NOV to Cinergy, CG&E, and PSI for alleged violations of NSR, PSD, and SIP requirements at CG&E's Miami Fort Generating Station and PSI's Gibson Generating Station. In addition, Cinergy and CG&E have been informed by DP&L, the operator of J.M. Stuart Generating Station (Stuart Station), that on June 30, 2000, the EPA issued an NOV to DP&L for alleged violations of NSR, PSD, and SIP requirements at this station. CG&E owns 39% of Stuart Station. The NOVs indicated that the EPA may (1) issue an order requiring compliance with the requirements of the SIP, or (2) bring a civil action seeking injunctive relief and civil penalties of up to $27,500 per day for each violation.

        On August 2, 2001, the states of New York, New Jersey, and Connecticut filed an Assented to Motion to Intervene in this litigation. Their motion was granted by the District Court on August 3, 2001. The states' proposed complaint is an exhibit to the motion to intervene. Cinergy, CG&E, and PSI are in the process of evaluating the states' complaint but, at this time, are unable to determine the effect, if any, this filing will have on the issues affecting us regarding NSR, as framed in the EPA's Amended Complaint.

        See Note 13(f) of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data" for a discussion of the tentative EPA Agreement.

MANUFACTURED GAS PLANT SITES (MGP)

    (i)    General

        Prior to the 1950s, gas was produced at MGP sites through a process that involved the heating of coal and/or oil. The gas produced from this process was sold for residential, commercial, and industrial uses.

    (ii)    PSI

        Coal tar residues, related hydrocarbons, and various metals associated with MGP sites have been found at former MGP sites in Indiana, including at least 21 sites which PSI or its predecessors previously owned. PSI acquired four of the sites from NIPSCO in 1931. At the same time, PSI sold NIPSCO the sites located in Goshen and Warsaw, Indiana. In 1945, PSI sold 19 of these sites (including the four sites it acquired from NIPSCO) to the predecessor of the Indiana Gas Company, Inc. (IGC). IGC later sold the site located in Rochester, Indiana to NIPSCO.

        IGC (in 1994) and NIPSCO (in 1995) both made claims against PSI. The basis of these claims was that PSI is a Potentially Responsible Party with respect to the 21 MGP sites under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). The claims further asserted that PSI was legally responsible for the costs of investigating and remediating the sites. In August 1997, NIPSCO filed suit against PSI in federal court, claiming recovery (pursuant to CERCLA) of NIPSCO's past and future costs of investigating and remediating MGP-related contamination at the Goshen MGP site.

        In November 1998, NIPSCO, IGC, and PSI entered into a Site Participation and Cost Sharing Agreement (Agreement). This Agreement allocated CERCLA liability for past and future costs at seven MGP sites in Indiana among the three companies. As a result of the Agreement, NIPSCO's lawsuit against PSI was dismissed. The parties have assigned lead responsibility for managing further investigation and remediation activities at each of the sites to one of the parties. Similar agreements were reached between IGC and PSI that allocate CERCLA liability at 14 MGP sites with which NIPSCO was not involved. These agreements concluded all CERCLA and similar claims between the three companies related to MGP sites. The parties continue to investigate and remediate the sites, as

20



appropriate under the agreements and applicable laws. The Indiana Department of Environmental Management (IDEM) oversees investigation and cleanup of some of the sites.

        PSI notified its insurance carriers of the claims related to MGP sites raised by IGC, NIPSCO, and IDEM. In April 1998, PSI filed suit in Hendricks County Circuit Court in the State of Indiana against its general liability insurance carriers. Subsequently, PSI sought a declaratory judgment to obligate its insurance carriers to (1) defend MGP claims against PSI, or (2) pay PSI's costs of defense and compensate PSI for its costs of investigating, preventing, mitigating, and remediating damage to property and paying claims related to MGP sites. The lawsuit was moved to the Hendricks Superior Court (Superior Court) in July 1998. Discovery closed in the case at the end of August 2001. PSI and its insurance carriers filed briefs on various issues for decision by the Superior Court in hearings held in November 2001. In December 2001, the Superior Court rescheduled the trial to June 2002. On February 1, 2002, the Superior Court issued rulings on motions for summary judgment. The Superior Court granted the motions of several insurance carriers who claimed that there was insufficient evidence concerning the terms of their policies. The insurance policies in question were between 1950-1958 and 1961-1964. With respect to the remaining policies (between 1958-1961 and 1964-1984), the Superior Court denied all of the insurance carriers' motions. This included motions on the issues of Trigger of Coverage, Expected or Intended Damage, Late Notice and Voluntary Payments. The Superior Court found triable issues of fact for the jury to decide as to the former two issues, and ruled in PSI's favor, as a matter of law, on the latter two issues. The trial against the remaining insurance carriers will go forward in June 2002. At the present time, PSI cannot predict the outcome of this litigation.

        PSI has accrued costs for the sites related to investigation, remediation, and groundwater monitoring to the extent such costs are probable and can be reasonably estimated. PSI does not believe it can provide an estimate of the reasonably possible total remediation costs for any site before a remedial investigation/feasibility study has been completed. To the extent remediation is necessary, the timing of the remediation activities impacts the cost of remediation. Therefore, PSI currently cannot determine the total costs that may be incurred in connection with the remediation of all sites, to the extent that remediation is required. According to current information, these future costs at the 21 Indiana MGP sites are not material to our financial condition or results of operations. Until investigation and remediation activities have been completed on these sites, we are unable to reasonably estimate the total costs and impact on our financial position or results of operations.

M METALS SUPERFUND SITE

        On July 6, 2000, the EPA identified PSI and IPL, among others, as Potentially Responsible Parties for the release of hazardous substances at the M Metals Superfund Site (Site) located in Indianapolis, Indiana. The EPA advised that it had taken response actions relating to the Site and had incurred costs of approximately $500,000, for which it demanded reimbursement. On September 25, 2001, PSI and the EPA signed an Agreement for Recovery of Past Response Costs (The Agreement), which called for PSI to compensate the EPA $100,000 for costs incurred by the EPA in cleaning up the M Metals site. The Agreement became final on November 28, 2001, and PSI tendered payment to the EPA, closing this matter.

GAS CUSTOMER CHOICE

        In January 2000, Investments sold Cinergy Resources, Inc. (Resources), a former subsidiary, to Licking Rural Electrification, Inc. doing business as The Energy Cooperative (Energy Cooperative). In February 2001, Cinergy, CG&E, and Resources were named as defendants in three class action lawsuits relating to Energy Cooperative's removal from the Ohio Gas Customer Choice program and the failure to deliver gas to customers. Subsequently, these class action suits were amended and consolidated into one suit. CG&E has been dismissed as a defendant in the consolidated suit. In March 2001, Cinergy,

21



CG&E, and Investments were named as defendants in a lawsuit filed by both Energy Cooperative and Resources. This lawsuit concerns any obligations or liabilities Investments may have to Energy Cooperative following its sale of Resources. We intend to vigorously defend these lawsuits. At the present time, Cinergy cannot predict the outcome of these suits.

CITY OF NEWPORT, KENTUCKY

        On January 29, 2002, ULH&P instituted litigation proceedings in the Campbell County Circuit Court in the Commonwealth of Kentucky against the City of Newport, Kentucky, City of Newport doing business as (d/b/a/) the Newport Water Works and also known as (a/k/a) City of Newport Water Department and the Kentucky Risk Management Association. The complaint states that on or about October 5, 2000, a water main owned and under the control of the City of Newport and/or the City of Newport d/b/a/ Newport Water Works and a/k/a/ City of Newport Water Department located in and underground at the Newport Shopping Center on Monmouth Street, Newport, Campbell County, Kentucky ruptured. The water in the main was under pressure and upon the failure of the water main, the pressure, water, sand and gravel provided an environment which resulted in "cutting" a hole in the adjacent gas distribution main owned by and under the control of ULH&P. The hole that breached the adjacent natural gas main was caused by the abrasive action of the pressurized stream of water combined with the sand, gravel and dirt flowing directly on the surface of the natural gas main. ULH&P has incurred total damages in excess of $3.5 million.

22



ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        In lieu of special meetings of shareholders of CG&E and ULH&P, resolutions were duly adopted via unanimous written consents of the respective sole shareholders of CG&E and ULH&P. Cinergy Corp. owns all of the 89,663,086 outstanding shares of common stock, representing a like number of votes, of CG&E. CG&E owns all of the 585,333 outstanding shares of common stock, representing a like number of votes, of ULH&P. These written resolutions authorized the election of Mr. James L. Turner to the respective boards of directors of CG&E and ULH&P effective October 1, 2001. He is to serve as the successor-Director to Mr. William J. Grealis until the respective 2002 annual meetings of shareholders of CG&E and ULH&P. Mr. James E. Rogers and Mr. R. Foster Duncan continued their directorships on the boards of directors of CG&E and ULH&P. Their terms will also expire at the respective 2002 annual meetings of shareholders of CG&E and ULH&P.

23




PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        Cinergy Corp.'s common stock is listed on the New York Stock Exchange. The high and low stock prices for each quarter for the past two years are indicated below:

 
  High
  Low
2001            
First Quarter   $ 35.15   $ 28.81
Second Quarter     35.60     32.20
Third Quarter     35.00     28.00
Fourth Quarter     33.85     28.16

2000

 

 

 

 

 

 
First Quarter   $ 25.88   $ 20.00
Second Quarter     28.13     21.19
Third Quarter     33.25     25.56
Fourth Quarter     35.25     28.50

        Cinergy Corp. holds all outstanding CG&E and PSI common stock, and CG&E holds all ULH&P common stock. Therefore, no public trading market exists for the common stock of CG&E, PSI, and ULH&P.

        As of January 31, 2002, Cinergy Corp. had 58,601 common stockholders of record.

        Cinergy Corp. declared dividends on its common stock of $.45 per share for each quarter of 2001 and 2000. The quarterly dividends paid to Cinergy Corp. by CG&E and PSI, and to CG&E by ULH&P for the past two years were as follows:

Registrant

  Quarter
  2001
  2000
 
   
  (in thousands)

CG&E   First   $ 71,535   $ 53,600
    Second     71,551     53,600
    Third     71,588     53,600
    Fourth     71,595     71,534

PSI

 

First

 

$


 

$

18,000
    Second         18,000
    Third         18,000
    Fourth        

ULH&P

 

First

 

$


 

$

    Second     4,829     4,974
    Third        
    Fourth     6,878     4,683

        See Note 2(b) of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data" for a brief description of the registrants' common stock dividend restrictions.

24




ITEM 6.    SELECTED FINANCIAL DATA

 
  2001
  2000
  1999
  1998
  1997
 
 
  (in millions, except per share amounts)

 
Cinergy                                

Operating revenues

 

$

12,923

 

$

8,422

 

$

5,938

 

$

5,911

 

$

4,387

 
Net income before extraordinary item     442     399     404     261     363  
Net income     442     399     404 (1)   261     253 (1)
Common stock                                
  Earnings per share (EPS)                                
    Net income before extraordinary item     2.78     2.51     2.54     1.65     2.30  
    Net income     2.78     2.51     2.54 (1)   1.65     1.61 (1)
  EPS—assuming dilution                                
    Net income before extraordinary item     2.75     2.50     2.53     1.65     2.28  
    Net income     2.75     2.50     2.53 (1)   1.65     1.59 (1)
  Dividends declared per share     1.80     1.80     1.80     1.80     1.80  

Total assets

 

 

12,300

 

 

12,330

 

 

9,617

 

 

9,687

 

 

8,858

 
Long-term debt     3,597     2,876     2,989     2,604     2,151  
Long-term debt due within one year     148     41     31     136     85  
   
 
 
 
 
 
CG&E                                

Operating revenues

 

$

4,694

 

$

3,230

 

$

2,551

 

$

2,856

 

$

2,452

 
Net income     327     267     234     216     239  

Total assets

 

 

5,360

 

 

5,987

 

 

4,917

 

 

5,154

 

 

4,914

 
Long-term debt     1,105     1,205     1,206     1,220     1,324  
Long-term debt due within one year     100     1         130      
   
 
 
 
 
 
PSI                                

Operating revenues

 

$

4,075

 

$

2,684

 

$

2,136

 

$

2,403

 

$

1,960

 
Net income     162     135     117     52     132  

Total assets

 

 

4,571

 

 

4,630

 

 

3,835

 

 

3,584

 

 

3,406

 
Long-term debt     1,325     1,074     1,212     1,026     826  
Long-term debt due within one year     23     38     31     6     85  
   
 
 
 
 
 

(1)
Included in net income for 1997 was a one-time extraordinary charge of $110 million ($.69 per share and diluted) for the windfall profits tax levied against our 50% ownership interest in Midlands Electricity plc (Midlands). In the third quarter of 1999, we sold our ownership interest in Midlands. For further information on the sale of our ownership interest in Midlands see Note 11 of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data".

25



ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

        In this report Cinergy (which includes Cinergy Corp. and all of our regulated and non-regulated subsidiaries) is, at times, referred to in the first person as "we", "our", or "us".

        The following discussion should be read in conjunction with the accompanying financial statements and related notes included elsewhere in this report. The results discussed below are not necessarily indicative of the results to be expected in any future periods.


INTRODUCTION

        In Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A), we explain our general operating environment, as well as our liquidity, capital resources, and results of operations. Specifically, we discuss the following:

    factors affecting current and future operations;

    what our expenditures for construction and other commitments were during 2001, and what we expect them to be in 2002-2006;

    potential sources of cash for future capital expenditures;

    why revenues and expenses changed from period to period; and

    how the above items affect our overall financial condition.


LIQUIDITY AND CAPITAL RESOURCES

Comparative Cash Flow Analysis

Cinergy

        At December 31, 2001, Cinergy's consolidated cash and cash equivalents totaled $111.1 million compared to $93.1 million at December 31, 2000. The increase reflects increases in cash from operating activities and new financings, offset in part by additional expenditures for our operating companies' construction programs and additional investments, including peaking generation assets.

The Cincinnati Gas & Electric Company (CG&E)

        At December 31, 2001, CG&E's consolidated cash and cash equivalents totaled $9.1 million compared to $20.6 million at December 31, 2000. Additional construction expenditures were largely offset by cash from operating activities.

PSI Energy, Inc. (PSI)

        At December 31, 2001, PSI's consolidated cash and cash equivalents totaled $1.6 million as compared to $1.3 million at December 31, 2000. Increases in cash from operating activities and financing activities were offset by additional construction expenditures.

26




Operating Activities

        For each of the years ended December 31, 2001, 2000, and 1999, our cash flows from operating activities were as follows:

Net Cash Provided by (Used in) Operating Activities

 
  2001
  2000
  1999
 
  (in thousands)

Cinergy(1)   $ 694,412   $ 618,001   $ 478,267
CG&E and subsidiaries     333,099     463,875     399,008
PSI     388,171     339,115     124,053
The Union Light, Heat and Power Company (ULH&P)     46,513     49,258     32,537

(1)
The results of Cinergy also include amounts related to non-registrants.

        Cinergy's net cash provided by operating activities increased during 2001, as compared to 2000, primarily due to increased income and a net cash inflow from working capital fluctuations. CG&E's net cash provided by operating activities decreased primarily due to working capital fluctuations, offset in part by increased income. PSI's cash from operating activities increased primarily due to increased income.

        Cinergy's and PSI's net cash provided by operating activities increased during 2000, as compared to 1999, primarily due to the one-time cash payment in 1999 for the purchase of the remainder of Dynegy Inc.'s 25 year contract for coal gasification services. CG&E's cash provided by operating activities increased primarily due to increased income and fluctuations in working capital.

        The tariff-based gross margins of our operating companies continue to be the principal source of cash from operating activities. The diversified retail customer mix of residential, commercial, and industrial classes and a commodity mix of gas and electric service provides a reasonably predictable gross cash flow.


Financing Activities

        For each of the years ended December 31, 2001, 2000, and 1999, our cash flows from financing activities were as follows:

Net Cash Provided by (Used in) Financing Activities

 
  2001
  2000
  1999
 
 
  (in thousands)

 
Cinergy(1)   $ 866,438   $ 157,771   $ (355,986 )
CG&E and subsidiaries     16,841     (192,665 )   (222,311 )
PSI     34,723     (77,955 )   89,092  
ULH&P     (14,678 )   (18,006 )   (3,906 )

(1)
The results of Cinergy also include amounts related to non-registrants.

        Cinergy's net cash provided by financing activities increased during 2001, as compared to 2000, primarily due to the net proceeds from the issuance of Preferred trust securities and proceeds from debt issuances to fund the purchase of new generating facilities and environmental compliance expenditures as discussed in the "Investing Activities" section. CG&E's net cash provided by financing activities increased primarily as the result of increased short-term borrowings offset by an increase in dividends

27



paid on common stock. PSI's net cash provided by financing activities increased primarily as the result of no dividends paid on common stock in 2001 and the retirement of preferred stock in 2000.

        Cinergy's net cash provided by financing activities increased in 2000, as compared to 1999, primarily due to a net increase in long-term and short-term borrowings. CG&E's net cash used in financing activities decreased primarily as a result of the redemption of $164 million in long-term debt that occurred during 1999 partially offset by a decrease in short-term borrowings. PSI's net cash used in financing activities increased primarily due to a net reduction in short-term and long-term debt offset in part by fewer debt redemptions in 2000.


Investing Activities

        For each of the years ended December 31, 2001, 2000, and 1999, our cash flows used in investing activities were as follows:

Net Cash Used in Investing Activities

 
  2001
  2000
  1999
 
 
  (in thousands)

 
Cinergy(1)   $ (1,542,837 ) $ (764,637 ) $ (140,516 )
CG&E and subsidiaries     (361,503 )   (260,127 )   (194,132 )
PSI     (422,618 )   (268,691 )   (223,091 )
ULH&P     (34,196 )   (28,433 )   (28,234 )

(1)
The results of Cinergy also include amounts related to non-registrants.

        Cinergy's, CG&E's, and PSI's net cash used in investing activities increased in 2001, as compared to 2000, as a result of an increase in capital expenditures related to environmental compliance projects. See the "Environmental Commitment and Contingency Issues" section for further information. Cinergy's increase also reflects the acquisition of additional peaking capacity including the 480 megawatt (MW) Brownsville and the 550 MW Caledonia peaking stations.

        The increase in Cinergy's cash used in investing activities in 2000, as compared to 1999, primarily reflects the impact from proceeds of $690 million received in 1999 from the sale of our 50% ownership interest in Midlands Electricity plc (Midlands). CG&E's and PSI's net cash used in investing activities increased primarily as a result of an increase in construction expenditures.

28




Capital Requirements

        Actual construction and other committed expenditures for 2001 and forecasted construction and other committed expenditures for the year 2002 and for the five-year period 2002-2006 (in nominal dollars), including allowance for funds used during construction, are presented in the table below:

Actual Capital and Investment Expenditures and Future Projections

 
   
  Forecasted Expenditures
 
  Actual
Expenditures
2001

 
  2002
  2002-2006
 
  (in millions)

By Registrant                  
Cinergy(1)   $ 1,551   $ 889   $ 3,070
CG&E and subsidiaries     364     275     1,135
PSI     429     478     1,522
ULH&P     34     43     212

(1)
The results of Cinergy also include amounts related to non-registrants.

        This forecast includes an estimate of expenditures in accordance with the companies' plans regarding nitrogen oxide (NOX) emission control standards and other environmental compliance (excluding implementation of the tentative United States (U.S.) Environmental Protection Agency (EPA) agreement), as discussed in EPA Agreement below.

        All forecasted amounts and the underlying assumptions are subject to risks and uncertainties as disclosed in the "Cautionary Statements Regarding Forward-Looking Information."


Environmental Commitment and Contingency Issues

EPA Agreement

        On December 21, 2000, Cinergy, CG&E, and PSI reached an agreement in principle with the EPA, the U.S. Department of Justice, three northeast states, and two environmental groups that could serve as the basis for a negotiated resolution of Clean Air Act Amendments claims and other related matters brought against coal-fired power plants owned and operated by Cinergy's operating companies. The estimated cost for these capital expenditures is expected to be approximately $700 million. These capital expenditures are in addition to our previously announced commitment to install NOX controls at an estimated cost of approximately $800 million (in nominal dollars) between 2001 and 2005. In 2001, we spent $260 million for NOX and other environmental compliance projects. Forecasted expenditures for NOX and other environmental compliance projects (in nominal dollars) are approximately $250 million for 2002 and $600 million for the 2002-2006 period. See Note 13 of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data" for a discussion of the EPA Agreement and related environmental issues.

Manufactured Gas Plant (MGP) Sites

        In November 1998, PSI entered into a Site Participation and Cost Sharing Agreement with Northern Indiana Public Service Company and Indiana Gas Company, Inc. related to contamination at MGP sites, which PSI or its predecessors previously owned. Until investigation and remediation activities have been completed on the sites, we are unable to reasonably estimate the total costs and impact on our financial position or results of operations. In relation to the MGP claims, PSI also filed suit against its general liability insurance carriers. Subsequently, PSI sought a declaratory judgment to obligate its insurance carriers to (1) defend MGP claims against PSI, or (2) pay PSI's costs of defense

29



and compensate PSI for its costs of investigating, preventing, mitigating, and remediating damage to property and paying claims related to MGP sites. At the present time, PSI cannot predict the outcome of this litigation. See Note 13(g) of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data" for further information.

Ambient Air Standards

        In 1997, the EPA revised the National Ambient Air Quality Standards for ozone and fine particulate matter. Fine particulate matter refers to very small solid or liquid particles in the air. The EPA has estimated that it will take up to five years to collect sufficient ambient air monitoring data to determine fine particulate matter non-attainment areas. A fine particulate monitoring network was put in place during 1999 and 2000. Following identification of non-attainment areas, the states will identify the sources of particulate emissions and develop emission reduction plans. These plans may be state-specific or regional. We currently cannot predict the exact amount and timing of required reductions.

        On May 14, 1999, the U.S. Circuit Court of Appeals for the District of Columbia (Court of Appeals) ruled that the EPA's final rule establishing the new eight-hour ozone standard and the fine particulate matter standard constituted an invalid delegation of legislative authority. In June 1999, the EPA appealed the decision. On February 27, 2001, the U.S. Supreme Court (Supreme Court) reversed the Court of Appeals' ruling. However, the Supreme Court invalidated the EPA's implementation procedure for the portion of the case dealing with the eight-hour ozone standard. The EPA currently is evaluating approaches for implementing the eight-hour ozone standard in accordance with the Supreme Court's opinion. Meanwhile, the Court of Appeals continues to consider the validity of the eight-hour ozone standard and the fine particulate matter standard, as a number of issues that were raised by the parties were not addressed in its original opinion invalidating those standards. The parties have filed supplemental briefs on these issues, and further oral argument was held in December 2001. A decision by the Court of Appeals is expected in the spring of 2002. We currently cannot determine the outcome of this litigation or of future EPA actions in response to the litigation and the effects on future emissions reduction requirements.

Regional Haze

        The EPA published the final regional haze rule on July 1, 1999. This rule established planning and emission reduction timelines for states to use to improve visibility in national parks throughout the U.S. The ultimate effect of the new regional haze rule could be requirements for (1) newer and cleaner technologies and additional controls on conventional particulates and (2) reductions in sulfur dioxide (SO2) and NOX emissions from utility sources. If more utility emissions reductions are required, the compliance cost could be significant. In August 1999, several industry groups (some of which we are a member) filed a challenge to the regional haze rules with the Court of Appeals. Parties have filed their briefs in this case and oral argument will be held in the first quarter of 2002. In addition, several industry groups (some of which we are a member) have petitioned the Bush Administration to reconsider its approach to regional haze, including possible modifications to the rule and/or settlement of the lawsuit. We currently cannot determine the outcome or effects of the EPA's, courts', or states' determinations.

        In July 2001, the EPA proposed guidance to implement portions of the regional haze rule. This guidance recommends that states require widespread installation of scrubbers to reduce SO2 emissions. Several industry groups (some of which we are a member) commented that the EPA's recommendations exceed the scope of the law and the regional haze recommendations. We currently cannot determine whether or how the EPA will modify the scope of this guidance, or whether the states in which we operate will adopt the EPA's proposed guidance.

30



Global Climate

        In December 1997, delegates to the United Nations' climate summit in Japan adopted an agreement, the Kyoto Protocol, to address global warming. The Kyoto Protocol establishes legally binding greenhouse gas emission (man-made pollutants thought to be artificially warming the earth's atmosphere) targets for developed nations. On November 12, 1998, the U.S. signed the Kyoto Protocol; however, it will not be effective in the U.S. until it is approved by a two-thirds vote of the U.S. Senate, which is currently deemed unlikely.

        In March 2001, the Bush Administration announced that the U.S. was not interested in ratifying the Kyoto Protocol. Talks resumed without active U.S. participation at the Conference of the Parties in Bonn, Germany in July 2001, where the parties reached broad political agreement on the major outstanding issues. The Marrakech Accord, concluded at the seventh Conference of the Parties in November 2001, turned broad principles into a detailed set of rules that more clearly define the operating framework for the instruments and institutions created under the Kyoto Protocol. The Marrakech Accord set the stage for ratification of the Kyoto Protocol, although the U.S. continues to maintain its position against ratification. Because of a lack of U.S. support for the Kyoto Protocol or similar legislation, significant uncertainty exists about how and when greenhouse gas emissions reductions will be required. Our plan for managing the potential risk and uncertainty of regulations relating to climate change includes the following:

    implementing cost-effective greenhouse gas emission reduction and offsetting activities;

    funding research of more efficient and alternative electric generating technologies;

    funding research to better understand the causes and consequences of climate change;

    encouraging a global discussion of the issues and how best to manage them; and

    advocating comprehensive legislation for fossil-fired power plants.

Mercury

        The EPA's 1997 Mercury Study Report and Utility Report to Congress both conveyed that mercury is not a risk to the average American and expressed uncertainty about whether reductions in current domestic sources would reduce human mercury exposure. On December 14, 2000, the EPA made a determination that additional regulation of mercury emissions from coal-fired power plants was appropriate. It is currently developing a Maximum Achievable Control Technology standard for mercury. The EPA is expected to issue draft regulations in 2003 and final rules by 2004, with reductions required before 2010. We currently cannot predict the outcome or costs relating to the EPA's determination and subsequent regulation.


Other Investing Activities

        Our ability to invest in growth initiatives is limited by certain legal and regulatory requirements, including the Public Utility Holding Company Act of 1935, as amended (PUHCA). The PUHCA limits the types of non-utility businesses in which Cinergy and other registered holding companies under PUHCA can invest as well as the amount of capital that can be invested in permissible non-utility businesses. Also, the timing and amount of investments in the non-utility businesses is dependent on the development and favorable evaluations of opportunities. Under the PUHCA restrictions, we are allowed to invest or commit to invest in certain non-utility businesses, including:

    1.
    Exempt Wholesale Generators (EWG) and Foreign Utility Companies (FUCO)

      An EWG is an entity, certified by the Federal Energy Regulatory Commission (FERC), devoted exclusively to owning and/or operating, and selling power from one or more electric

31


      generating facilities. An EWG whose generating facilities are located in the U.S. is limited to making only wholesale sales of electricity.

      A FUCO is a company all of whose utility assets and operations are located outside the U.S. and which are used for the generation, transmission, or distribution of electric energy for sale at retail or wholesale, or the distribution of gas at retail. An entity claiming status as a FUCO must provide notification thereof to the Securities and Exchange Commission (SEC) under PUHCA.

      In May 2001, the SEC issued an order under PUHCA authorizing Cinergy to invest (including by way of guarantees) an aggregate amount in EWGs and FUCOs equal to the sum of (1) our average consolidated retained earnings from time to time plus (2) $2 billion. As of December 31, 2001, we had invested or committed to invest $1.3 billion in EWGs and FUCOs, leaving available investment capacity under the May 2001 order of $2 billion.

    2.
    Qualifying Facilities and Energy-Related Non-utility Entities

      SEC regulations under the PUHCA permit Cinergy and other registered holding companies to invest and/or guarantee an amount equal to 15% of consolidated capitalization (consolidated capitalization is the sum of Notes payable and other short-term obligations, Long-term debt (including amounts due within one year), Preferred Trust Securities, Cumulative preferred stock of subsidiaries, and total Common stock equity) in domestic qualifying cogeneration and small power production plants (qualifying facilities) and certain other domestic energy-related non-utility entities. At December 31, 2001, we had invested and/or guaranteed approximately $.5 billion of the $1.2 billion available.

32



Financing Obligations

        The following table presents Cinergy's, PSI's, CG&E's, and ULH&P's financing obligations:

 
  Payments Due by Period
Financing Obligations

  2002
  2003
  2004
  2005
  2006
  Thereafter
  Total
 
  (in millions)

Cinergy(1)                                          
  Notes payable and other short-term obligations   $ 877   $   $   $   $   $ 279 (2) $ 1,156
  Capital lease obligations     3     3     3     3     4     19     35
  Operating leases     45     36     26     21     18     61     207
  Long-term debt (including due within one year)     148     192 (3)   814     203 (4)(5)   334     2,065     3,756
  Preferred trust securities                         316     316
   
 
 
 
 
 
 
    Total Cinergy   $ 1,073   $ 231   $ 843   $ 227   $ 356   $ 2,740   $ 5,470
   
 
 
 
 
 
 
CG&E and subsidiaries                                          
  Notes payable and other short-term obligations(6)   $ 445   $   $   $   $   $ 196 (2) $ 641
  Capital lease obligations     1     2     2     2     2     11     20
  Operating leases     20     15     10     7     6     15     73
  Long-term debt (including due within one year)     100     120 (3)   110     150 (5)       728     1,208
   
 
 
 
 
 
 
    Total CG&E and subsidiaries   $ 566   $ 137   $ 122   $ 159   $ 8   $ 950   $ 1,942
   
 
 
 
 
 
 
PSI                                          
  Notes payable and other short-term obligations(6)   $ 43   $   $   $   $   $ 83 (2) $ 126
  Capital lease obligations     2     1     1     1     2     8     15
  Operating leases     17     14     9     7     7     23     77
  Long-term debt (including due within one year)     23     58     1     51 (4)   328     895     1,356
   
 
 
 
 
 
 
    Total PSI   $ 85   $ 73   $ 11   $ 59   $ 337   $ 1,009   $ 1,574
   
 
 
 
 
 
 
ULH&P                                          
  Notes payable and other short-term obligations(6)   $ 26   $   $   $   $   $   $ 26
  Capital lease obligations             1     1     1     3     6
  Operating leases     1     1                     2
  Long-term debt         20                 55     75
   
 
 
 
 
 
 
    Total ULH&P   $ 27   $ 21   $ 1   $ 1   $ 1   $ 58   $ 109
   
 
 
 
 
 
 

(1)
Includes amounts for non-registrants.
(2)
Includes Variable Rate Pollution Control Notes depicted according to scheduled maturities, which the holders have the right to redeem on any business day, with the remainder being redeemable annually. See Variable Rate Pollution Control Notes below.
(3)
Includes 6.35% Debentures due June 15, 2038, reflected as maturing in 2003, as the interest rate resets on June 15, 2003.
(4)
Includes 6.50% Debentures due August 1, 2026, reflected as maturing in 2005, as the interest rate resets on August 1, 2005.

33


(5)
Includes 6.90% Debentures due June 1, 2025, reflected as maturing in 2005, as the debentures are putable to CG&E at the option of the holders on June 1, 2005.
(6)
Includes net Notes receivable from/Notes payable to affiliated companies.


Capital Resources

Notes Payable and Other Short-term Obligations

Short-term Borrowings

        At December 31, 2001, Cinergy Corp. had $437 million remaining unused and available capacity relating to its $1.2 billion revolving credit facilities. The revolving credit facilities were comprised of $400 million under a three-year senior revolving credit facility expiring in May 2004 and $775 million in revolving facilities expiring during the first half of 2002. In early 2002, Cinergy Corp. placed a $600 million, 364-day senior revolving credit facility to replace the facilities expiring in 2002. At December 31, 2001, certain of our non-regulated subsidiaries had $8 million of unused and available revolving credit lines.

        In May 2001, CG&E filed an application with the Public Utilities Commission of Ohio (PUCO) to increase its short-term debt authority to $600 million and in June 2001, the PUCO granted this request. In April 2001, Cinergy Corp. filed an application with the SEC to increase PSI's and ULH&P's short-term debt authority to $600 million and $65 million, respectively. In August 2001, the SEC granted our request. As of December 31, 2001, our operating companies had regulatory authority to borrow up to a total of $1.27 billion in short-term debt ($671 million for CG&E and its subsidiaries, including $65 million for ULH&P, and $600 million for PSI.) As of December 31, 2001, CG&E and its subsidiaries had $226 million (including $39 million for ULH&P) unused and available and PSI had $557 million unused and available under their respective regulatory authority.

        Our short-term financial arrangements include customary default provisions that could impact the continued availability of credit or result in the acceleration of repayment. These events include bankruptcy, defaults in payment of other indebtedness, judgments against Cinergy that are not paid or insured, or failure to meet or maintain covenants.

Uncommitted Lines

        In addition to revolving credit facilities, Cinergy, CG&E, and PSI also maintain uncommitted lines of credit. These facilities are not firm sources of capital and represent an informal agreement to lend money, subject to availability, with pricing to be determined at the time of advance. At December 31, 2001, Cinergy Corp.'s $40 million uncommitted line and CG&E's $15 million uncommitted line were unused. PSI's uncommitted line of $60 million was fully drawn at year-end.

Commercial Paper

        In early 2001, Cinergy Corp. expanded the commercial paper program to a maximum outstanding principal amount of $800 million and reduced the established lines of credit at CG&E and PSI. The expansion of the commercial paper program at the Cinergy Corp. level will, in part, support the short-term borrowing needs of CG&E and PSI and will eliminate the need for separate commercial paper programs. As of December 31, 2001, Cinergy Corp.'s commercial paper program was supported by $1.2 billion in revolving credit facilities, of which it had $125 million in commercial paper outstanding.

Variable Rate Pollution Control Notes

        CG&E and PSI have issued variable rate pollution control notes (tax-exempt notes obtained to finance equipment or land development for pollution control purposes). Because the holders of a

34



majority of these notes have the right to redeem their notes on any business day, with the remainder being redeemable annually, they are reflected in Notes payable and other short-term obligations in the Balance Sheets for Cinergy, CG&E, and PSI. At December 31, 2001, CG&E had $196 million and PSI had $83 million outstanding in pollution control notes, classified as short-term debt.

Money Pool

        Cinergy Corp., Cinergy Services, Inc. (Services), and our operating companies participate in a money pool arrangement to better manage cash and working capital requirements. Under this arrangement, those companies with surplus short-term funds provide short-term loans to affiliates (other than Cinergy Corp.) participating under this arrangement. This surplus cash may be from internal or external sources. The amounts outstanding under this money pool arrangement are shown as Notes receivable from affiliated companies or Notes payable to affiliated companies on the Balance Sheets for CG&E, PSI, and ULH&P.


Capital Leases

        Our operating companies are able to enter into capital leases subject to the authorization limitations of the applicable state utility commissions. Increases in these limits are subject to the approval of the respective commissions. As of December 31, 2001, unused capital lease authority was $74 million for CG&E and $19 million for ULH&P. PSI did not have any remaining authority at December 31, 2001. During the first quarter of 2002, PSI intends to file an application with the Indiana Utility Regulatory Commission (IURC) requesting additional capital lease authority of up to $100 million. See Note 8(b) of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data" for additional information regarding capital leases.


Operating Leases

        We have entered into operating lease agreements for various facilities and properties such as computer, communication and transportation equipment, and office space. See Note 8(a) of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data" for additional information regarding operating leases.


Long-term Debt

        We are required to secure authority to issue long-term debt from the SEC under the PUHCA and the state utility commissions of Ohio, Kentucky, and Indiana. The SEC under the PUHCA regulates the issuance of long-term debt by Cinergy Corp. The respective state utility commissions regulate the issuance of long-term debt by our operating companies. In June 2000, the SEC issued an order under the PUHCA authorizing Cinergy Corp., over a five-year period expiring in June 2005, to increase its total capitalization based on a balance at December 31, 1999 (excluding retained earnings and accumulated other comprehensive income (loss)) by an additional $5 billion, through the issuance of any combination of equity and debt securities. This increased authorization is subject to certain conditions, including, among others, that common equity comprises at least 30% of Cinergy Corp.'s consolidated capital structure and that Cinergy Corp., under certain circumstances, maintains an investment grade rating on its senior debt obligations.

        In May 2001, CG&E filed an application with the PUCO to increase its long-term debt authority to $400 million and in June 2001, the PUCO granted this request. As of December 31, 2001, $400 million remained unused and available under the PUCO authorization. PSI intends to file an application with the IURC requesting additional long-term debt issuance authority of up to $500 million. In November 2001, Cinergy Corp. filed a shelf registration statement with the SEC with respect to the issuance of common stock, preferred stock, and other securities with an aggregate

35



amount of $800 million, and at December 31, 2001, $168 million remained unused and available under this registration statement. We may, at any time, seek to issue additional long-term debt, subject to regulatory approval.

        As of December 31, 2001, through shelf registration statements filed with the SEC under the Securities Act of 1933, as amended, we could issue the following amounts of debt securities:

 
  CG&E
  PSI
  ULH&P
 
  (in millions)

First Mortgage Bonds and Other Secured Notes   $ 300   $ 205   $ 20
Senior or Junior Unsecured Debt     50     400     30


Off-Balance Sheet Financing

        Cinergy uses special-purpose entities (SPEs) from time to time to facilitate financing of various projects. Due to our lack of control of these entities, a substantive investment by unrelated parties, and various other criteria, Cinergy does not consolidate these SPEs. The following describes the major off-balance sheet financings.

    (i) Power Sales

        Cinergy Capital & Trading, Inc. (Capital & Trading) is a 10% owner of two SPEs that were created to facilitate power sales to Central Maine Power (CMP). The SPEs raised capital to purchase CMP's existing power supply contracts from two independent power producers. The SPEs restructured the terms of the agreements, resulting in power sales contracts for approximately 45 MW, ending in 2009, and 35 MW, ending in 2016. Since the SPEs have no generation sources, power purchase agreements were entered into with Capital & Trading with near equivalent terms. The total debt outstanding at December 31, 2001, within these two SPEs is approximately $250 million. This debt is non-recourse to Cinergy and Capital & Trading in the event of non-performance by CMP. A portion of the cash flows received by the SPEs from CMP is reserved to pay the interest and principal on the debt.

        Capital & Trading provides various services, including certain credit support facilities. All but one of these credit support facilities is capped at immaterial amounts. The non-capped facility can only be called upon in the event the SPE breaches representations, violates covenants, or other unlikely events.

        Capital & Trading accounts for its 10% interest in both SPEs under the equity method of accounting.

    (ii) Leasing

        Cinergy has an arrangement with an SPE that has contracted to buy five combustion turbines from an unrelated party. Cinergy will act as agent for the SPE in all turbine-related matters. Progress payments are being made by the SPE as the turbines are constructed, with estimated completion in 2003 for two of the turbines and 2004 for the remaining three. Total cost of the turbines being constructed, including interest during construction, is estimated at $185 million. The arrangement with the SPE allows Cinergy to elect any of the following at construction completion: (a) purchase the turbines for the total costs incurred by the SPE, (b) enter into a five-year operating lease, or (c) remarket the turbines with the proceeds distributed first to the debt holders and then to the equity holders of the SPE. Should Cinergy elect to remarket the turbines on behalf of the owners of the SPE, we are required to pay up to 89.9% of the turbine costs (including interest) to the SPE for use in payment of outstanding senior debt. The proceeds from the sales of turbines would then be used to recover the remaining turbine cost, with any residuals returned to Cinergy. During the construction period, Cinergy has agreed to indemnify the SPE for 89.9% of the construction cost of the turbines in

36


an event of default under Cinergy's agency agreement. At December 31, 2001, approximately $30 million of progress payments had been made by the SPE. Neither the turbines nor any related debt is reflected in the financial statements because we have no ownership in, nor control of, the SPE. Cinergy is uncertain whether it will exercise the purchase option or enter into the five-year operating lease at the completion of construction.

    (iii) Sales of Accounts Receivable

        CG&E, PSI, and ULH&P have an agreement to sell, on a revolving basis, undivided interests in certain accounts receivable. At December 31, 2001, approximately $322 million of receivables were sold. Cash proceeds from these sales, net of a purchaser holdback of approximately 20%, were $257 million. For a more detailed discussion of our sales of accounts receivable, see Note 7 of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data".

        In addition to the items above, Cinergy holds investments in various unconsolidated subsidiaries which are accounted for under the equity method (see Note 1(b) of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data"). Cinergy has guaranteed approximately $12 million of the debt of these entities.


Securities Ratings

        As of January 31, 2002, the major credit ratings agencies rated our securities as follows:

 
  Fitch
  Moody's(1)
  S&P(2)
Cinergy Corp.            
  Corporate Credit   BBB+   Baa2   BBB+/A-2
  Senior Unsecured Debt   BBB+   Baa2   BBB+
  Commercial Paper   F-2   P-2   A-2
  Preferred Trust Securities   BBB+   Baa2   BBB

CG&E

 

 

 

 

 

 
  Senior Secured Debt   A-   A3   A-
  Senior Unsecured Debt   BBB+   Baa1   BBB+
  Junior Unsecured Debt   BBB   Baa2   BBB
  Preferred Stock   BBB   Baa3   BBB
  Commercial Paper   F-2   P-2   Not Rated

PSI

 

 

 

 

 

 
  Senior Secured Debt   A-   A3   A-
  Senior Unsecured Debt   BBB+   Baa1   BBB+
  Junior Unsecured Debt   BBB   Baa2   BBB
  Preferred Stock   BBB   Baa3   BBB
  Commercial Paper   F-2   P-2   Not Rated

ULH&P

 

 

 

 

 

 
  Senior Unsecured Debt   Not Rated   Baa1   BBB+

(1)
Moody's Investors Service (Moody's)
(2)
Standard & Poor's Ratings Services (S&P)

        On December 12, 2000, S&P placed its ratings of Cinergy Corp. and its operating affiliates, CG&E and PSI, on CreditWatch with negative implications. On January 22, 2001, Moody's announced it had assigned negative outlooks to the debt and preferred stock securities of Cinergy Corp. and all of its

37



subsidiaries. These actions were primarily in response to Cinergy's acquisition of the Brownsville and Caledonia power plants. See "Supply-side Actions" under "Electric Industry" for further discussion. Other items of concern included (1) the announcement that Cinergy Corp., CG&E, and PSI have reached an agreement in principle with the EPA; (2) the continuing uncertainty surrounding CG&E's post-deregulation corporate and financial structure; (3) the absence of restructuring legislation and stranded investment resolution in Indiana; and (4) Cinergy's emphasis on higher-risk non-regulated activities.

        On September 4, 2001, Moody's placed the debt ratings of Cinergy Corp. on review for possible downgrade. These actions are primarily in response to Cinergy Corp.'s increased debt associated with its growing portfolio of peaking generation.

        On November 14, 2001, Fitch changed the outlook of Cinergy's 'BBB+' Senior unsecured debt to negative from stable due to increased leverage and planned environmental expenditures.

        These securities ratings may be revised or withdrawn at any time, and each rating should be evaluated independently of any other rating.


Equity Securities

        In addition to the authority to issue common stock pursuant to the SEC's June 2000 Order permitting Cinergy Corp. to increase its total capitalization by $5 billion (as previously discussed), Cinergy Corp. may issue an additional 50 million shares of common stock for various stock-based plans, of which approximately 6 million shares had been issued as of December 31, 2001. We also have the option of purchasing shares of common stock on the open market to satisfy the obligations of our various stock-based plans. The proceeds from any new issuances will be used for general corporate purposes.

        In November 2001, Cinergy Corp. chose to reinstitute the practice of issuing new Cinergy Corp. common shares to meet its obligations under the various employee stock plans and the Cinergy Corp. Direct Stock Purchase and Dividend Reinvestment Plan. This replaces the previous practice of purchasing open market shares to fulfill plan obligations.

        The following table reflects the number of newly issued shares and purchased shares used to satisfy obligations under our various stock-based plans:

 
  2001
  2000
  1999
 
  (in thousands)

Purchased Shares   820   2,299   748
Issued Shares   508   77   291

        See Note 2(a) of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data" for additional information on issued shares.

        In November 2001, Cinergy filed a shelf registration statement with the SEC with respect to the issuance of common stock, preferred stock, and other securities with an aggregate amount of $800 million. In December 2001, Cinergy issued approximately $316 million notional amount of combined securities, a component of which was stock purchase contracts. These contracts obligate the holder to purchase common shares of Cinergy Corp. on or before February 2005. See Note 4 of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data" for additional information regarding the stock purchase contracts.


Dividend Restrictions

        Cinergy Corp.'s ability to pay dividends to holders of its common stock is principally dependent on the ability of CG&E and PSI to pay Cinergy Corp. common dividends. Cinergy Corp., CG&E, and PSI

38



cannot pay dividends on their common stock if preferred stock dividends or preferred trust dividends are in arrears. The amount of common stock dividends that each company can pay is also limited by certain capitalization and earnings requirements under CG&E's and PSI's credit instruments. Currently, these requirements do not impact the ability of either company to pay dividends on its common stock.


Guarantees

        We are subject to an SEC order under the PUHCA, which limits the amounts Cinergy Corp. can have outstanding under guarantees at any one time to $2 billion. As of December 31, 2001, we had $558 million outstanding under the guarantees issued, of which approximately 70% represents guarantees of obligations reflected on Cinergy's Consolidated Balance Sheet. The amount outstanding represents Cinergy Corp.'s guarantees of liabilities and commitments of its consolidated subsidiaries, unconsolidated subsidiaries, and joint ventures. See Note 13(b) of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data" for a further discussion of guarantees.


Collateral Requirements

        Cinergy has certain contracts in place, primarily with trading counterparties, that require the issuance of collateral in the event our debt ratings are downgraded below investment grade. Based upon our December 31, 2001 trading portfolio, if such an event were to occur, Cinergy would be required to issue up to approximately $30 million in collateral related to its gas trading operations.


Other

        Where subject to rate regulations, our operating companies have the ability to timely recover certain cash outlays through regulatory mechanisms such as fuel adjustment clause, purchased power tracker, gas cost recovery, and construction work in progress (CWIP) ratemaking. For further discussion see "Electric Industry" and "Gas Industry".

        We are exploring opportunities to monetize certain non-core investments, which would include our international and renewable assets operated by Cinergy Global Resources, Inc. (Global Resources) and other technology investments. In that regard, management believes that the effects of potential asset dispositions will not result in material gains or losses or be material to our results of operations.


2001 RESULTS OF OPERATIONS—HISTORICAL

SUMMARY OF RESULTS

        Electric and gas gross margins and net income for Cinergy, CG&E, and PSI for the years ended December 31, 2001 and 2000 were as follows:

 
  Cinergy(1)
  CG&E and subsidiaries
  PSI
 
  2001
  2000
  2001
  2000
  2001
  2000
 
  (in thousands)

Electric gross margin   $ 2,270,274   $ 2,229,869   $ 1,215,385   $ 1,183,816   $ 942,530   $ 959,541
Gas gross margin     231,017     267,304     199,665     224,633        
Net income     442,279     399,466     326,654     266,820     162,333     135,398

(1)
The results of Cinergy also include amounts related to non-registrants.

        Diluted earnings per share (diluted EPS) for the year ended December 31, 2001, was $2.75 as compared to $2.50 for the year ended December 31, 2000. Included in 2000 results were previously reported one-time charges totaling $.11 per share related to a tentative agreement reached with the EPA and a limited early retirement program (LERP) offered to employees during 2000.

39


        The increase in 2001 earnings was primarily attributable to increased electric gross margins within Energy Merchant Business Unit's (Energy Merchant) origination, marketing and trading segment, and reduced operating expenditures. Partially offsetting this increase were lower electric gross margins within our regulated operations, mainly driven by mild weather and a slowed economy, and increased depreciation and interest expenses associated with new investments. Gas gross margins decreased for the year ended December 31, 2001, as compared to the same period last year, primarily as a result of mild weather.

        The explanations below follow the line items on the Statements of Income for Cinergy, CG&E, and PSI. However, only the line items that varied significantly from prior periods are discussed.


ELECTRIC OPERATING REVENUES

 
  Cinergy(1)
  CG&E and subsidiaries
  PSI
 
 
  2001
  2000
  % Change
  2001
  2000
  % Change
  2001
  2000
  % Change
 
 
  (in millions)

 
Retail   $ 2,691   $ 2,692     $ 1,444   $ 1,482   (3 ) $ 1,247   $ 1,210   3  
Wholesale     5,432     2,640   106     2,612     1,226   113     2,802     1,443   94  
Transportation     3           3                  
Other     55     52   6     38     31   23     26     31   (16 )
   
 
     
 
     
 
     
  Total   $ 8,181   $ 5,384   52   $ 4,097   $ 2,739   50   $ 4,075   $ 2,684   52  
   
 
     
 
     
 
     

(1)
The results of Cinergy also include amounts related to non-registrants.

        Electric operating revenues for Cinergy, CG&E, and PSI increased for the year ended December 31, 2001, as compared to the same period last year, mainly due to an increase in volumes and average price per megawatt-hour (MWh) realized on non-firm wholesale transactions related to energy marketing and trading activities. Non-firm power is power without a guaranteed commitment for physical delivery.


GAS OPERATING REVENUES

 
  Cinergy(1)
  CG&E and subsidiaries
 
 
  2001
  2000
  % Change
  2001
  2000
  % Change
 
 
  (in millions)

 
Retail   $ 547   $ 429   28   $ 547   $ 429   28  
Wholesale     4,071     2,454   66     3     1    
Transportation     40     56   (29 )   40     56   (29 )
Other     5     3   67     6     5   20  
   
 
     
 
     
  Total   $ 4,663   $ 2,942   58   $ 596   $ 491   21  

(1)
The results of Cinergy also include amounts related to non-registrants.

        Gas operating revenues for Cinergy and CG&E increased for the year ended December 31, 2001, as compared to the same period last year. Cinergy's increase was primarily the result of increased volumes sold by Cinergy Marketing & Trading, LP (Marketing & Trading).

        CG&E's retail gas revenues increased primarily due to a higher price received per thousand cubic feet (mcf) sold. This increase was partially offset by a decrease in retail gas sales resulting from warmer weather during the fourth quarter of 2001. The higher price reflects a substantial increase in the wholesale gas commodity cost during the first six months, which is passed directly to the retail customer dollar-for-dollar under the gas cost recovery mechanism that is mandated by state law. Retail sales also

40



increased and transportation sales decreased due to transportation customers (customers who purchase gas directly from other suppliers) returning to full gas service (customers who purchase gas and utilize the transportation services of CG&E).


OPERATING EXPENSES

 
  Cinergy(1)
  CG&E and subsidiaries
  PSI
 
 
  2001
  2000
  % Change
  2001
  2000
  % Change
  2001
  2000
  % Change
 
 
  (in millions)

 
Fuel   $ 771   $ 773     $ 307   $ 344   (11 ) $ 453   $ 407   11  
Purchased and exchanged power     5,140     2,382   116     2,575     1,211   113     2,679     1,318   103  
Gas purchased     4,432     2,674   66     397     266   49            
Operation and maintenance     1,032     1,119   (8 )   442     492   (10 )   413     464   (11 )
Depreciation     378     344   10     187     181   3     150     141   6  
Taxes other than income taxes     228     268   (15 )   174     208   (16 )   50     57   (12 )
   
 
     
 
     
 
     
  Total   $ 11,981   $ 7,560   58   $ 4,082   $ 2,702   51   $ 3,745   $ 2,387   57  

(1)
The results of Cinergy also include amounts related to non-registrants.


Fuel

        Fuel represents the cost of coal, natural gas, and oil that is used to generate electricity. The following table details the changes to fuel expense from the year ended December 31, 2000, to the year ended December 31, 2001:

 
  Cinergy(1)
  CG&E
  PSI
 
 
  (in millions)

 
2000 fuel expense   $ 773   $ 344   $ 407  

Increase (Decrease) due to changes in:

 

 

 

 

 

 

 

 

 

 
Price of fuel     47     22     25  
Deferred fuel cost     45     2     43  
MWh generation     (58 )   (36 )   (22 )
Other(2)     (36 )   (25 )    
   
 
 
 

2001 fuel expense

 

$

771

 

$

307

 

$

453

 

(1)
The results of Cinergy also include amounts related to non-registrants.

(2)
Includes fair value adjustments of contracted coal options. See Note 1(k) of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data" for further discussion.


Purchased and Exchanged Power

        Purchased and exchanged power expense for Cinergy, CG&E, and PSI increased for the year ended December 31, 2001, as compared to the same period last year, primarily due to an increase in purchases of non-firm wholesale power, reflecting higher sales volumes and higher prices paid per MWh.


Gas Purchased

        Gas purchased expense for Cinergy increased for the year ended December 31, 2001, as compared to the same period last year, primarily due to an increase in gas commodity trading volumes. CG&E's

41



expense increased for the year ended December 31, 2001, as compared to the same period last year, primarily due to higher prices paid per mcf during the first six months of 2001. CG&E's wholesale gas commodity cost is passed directly to the retail customer dollar-for-dollar under the gas cost recovery mechanism that is mandated by state law.


Operation and Maintenance

        Operation and maintenance expense for Cinergy, CG&E, and PSI decreased for the year ended December 31, 2001, as compared to the same period last year, due in part to one-time charges related to a tentative agreement reached with the EPA in late 2000 and the LERP offered during 2000, as part of a corporate restructuring initiative. Cinergy's and CG&E's decrease is also attributable to a sale of emission allowances, due to decreased electric generation, and Cinergy's and PSI's decrease reflects the reduction in amortization of demand-side management costs, resulting from the expiration of the agreement in May 2000.


Depreciation

        Depreciation expense for Cinergy increased for the year ended December 31, 2001, as compared to the same period last year. This increase was primarily attributable to the acquisition of additional depreciable plant, including investments in peaking generation.


Taxes Other Than Income Taxes

        Taxes other than income taxes expense for Cinergy, CG&E, and PSI decreased for the year ended December 31, 2001, as compared to the same period last year, primarily due to reduced property tax expense and other tax changes associated with deregulation in Ohio.


MISCELLANEOUS—NET

        Miscellaneous—net for PSI increased $15 million for the year ended December 31, 2001, as compared to the same period last year, primarily due to income associated with capitalized financing costs of its pollution control projects and gains associated with the demutualization of one of our medical insurance carriers.


INTEREST

        Interest expense for Cinergy increased $44 million for the year ended December 31, 2001, as compared to the same period last year, mainly due to debt issuances principally associated with the acquisition of additional peaking generation. Partially offsetting this increase was a decrease in short-term interest rates.


INCOME TAXES

        Income tax expense for Cinergy, CG&E, and PSI increased $4 million, $27 million and $18 million, respectively for the year ended December 31, 2001, as compared to the same period last year, primarily due to an increase in taxable income.


ULH&P

        The Results of Operations discussion for ULH&P is presented only for the year ended December 31, 2001, in accordance with General Instruction I(2)(a).

42



        Electric and gas margins and net income for ULH&P for the year ended December 31, 2001 and 2000, were as follows:

 
  ULH&P
 
  2001
  2000
 
  (in thousands)

Electric gross margin   $ 79,398   $ 65,686
Gas gross margin     36,740     40,359
Net income     35,924     24,632

        Electric gross margins increased for the year ended December 31, 2001, as compared to the same period last year, primarily due to the recognition of revenues previously reserved as they were subject to refund. These revenues were recorded in connection with a 2000 retail rate filing with the Kentucky Public Service Company (KPSC). A settlement agreement was reached with the KPSC in May 2001, which granted ULH&P retention of these revenues. For further information regarding the settlement agreement, see Note 13(j) of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data".

        Gas gross margins decreased for the year ended December 31, 2001, as compared to the same period last year, as a result of milder weather and reduced industrial consumption.

        The Results of Operations discussions for Cinergy, CG&E, and PSI are combined within this section.


2000 RESULTS OF OPERATIONS—HISTORICAL

SUMMARY OF RESULTS

        Electric and gas margins and net income for Cinergy, CG&E, and PSI for the years ended December 31, 2000 and 1999, were as follows:

 
  Cinergy(1)
  CG&E and subsidiaries
  PSI
 
  2000
  1999
  2000
  1999
  2000
  1999
 
  (in thousands)

Electric gross margin   $ 2,229,869   $ 2,052,602   $ 1,183,816   $ 1,108,371   $ 959,541   $ 922,053
Gas gross margin     267,304     212,153     224,633     204,016        
Net income     399,466     403,641     266,820     233,576     135,398     117,199

(1)
The results of Cinergy also include amounts related to non-registrants.

        Our diluted EPS for the year ended December 31, 2000, was $2.50, as compared to $2.53 for the year ended December 31, 1999, mainly due to a decrease in contributions from our international operations, offset by increased earnings in our regulated business.

        The contribution to earnings of our international operations decreased $.70 per share for the year ended December 31, 2000, as compared to 1999, primarily due to the loss of equity earnings and resulting gain from the sale of our share of Midlands, which took place in July 1999. For further details regarding this transaction, refer to Note 11 of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data". Earnings from our regulated operations had a net increase of $.66 per share for the year 2000, as compared to 1999. This increase was primarily attributable to growth in electric margins and continued improvement in our commodity supply business. Growth in residential, commercial, and industrial customer bases, along with improvements in cost of sales, were somewhat offset by the effects of mild weather experienced during 2000.

43



        Partially offsetting the overall increase in regulated operations were one-time charges totaling $.11 per share related to a tentative agreement with the EPA and the LERP offered in 2000 as part of a corporate restructuring initiative.

        The explanations below follow the line items on the Statements of Income for Cinergy, CG&E, and PSI. However, only the line items that varied significantly from prior periods are discussed.


ELECTRIC OPERATING REVENUES

 
  Cinergy(1)
  CG&E and subsidiaries
  PSI
 
 
  2000
  1999
  % Change
  2000
  1999
  % Change
  2000
  1999
  % Change
 
 
  (in millions)

 
Retail   $ 2,692   $ 2,725   (1 ) $ 1,482   $ 1,468   1   $ 1,210   $ 1,258   (4 )
Wholesale     2,640     1,539   72     1,226     687   78     1,443     840   72  
Other     52     49   6     31     20   55     31     38   (18 )
   
 
     
 
     
 
     
  Total   $ 5,384   $ 4,313   25   $ 2,739   $ 2,175   26   $ 2,684   $ 2,136   26  

(1)
The results of Cinergy also include amounts related to non-registrants.

        Electric operating revenues for Cinergy, CG&E, and PSI increased for the year ended December 31, 2000, as compared to 1999, mainly due to an increase in volumes and the average price per MWh realized on non-firm wholesale transactions related to energy marketing and trading activities.

        The increase in other electric operating revenues for Cinergy primarily reflected marketing activities of Capital & Trading, a Cinergy non-regulated affiliate.


GAS OPERATING REVENUES

 
  Cinergy(1)
  CG&E and subsidiaries
 
  2000
  1999
  % Change
  2000
  1999
  % Change
 
  (in millions)

Retail   $ 429   $ 320   34   $ 429   $ 320   34
Wholesale     2,454     1,222   101     1     1  
Transportation     56     51   10     56     51   10
Other     3     3       5     4   25
   
 
     
 
   
  Total   $ 2,942   $ 1,596   84   $ 491   $ 376   31

(1)
The results of Cinergy also include amounts related to non-registrants.

        Gas operating revenues for Cinergy increased in 2000, as compared to 1999, primarily as a result of a higher price realized per mcf sold by Marketing & Trading.

        CG&E's retail gas revenues increased primarily due to a higher price realized per mcf sold. Transportation revenues increased due to the continued trend of full-service customers (customers who purchase gas and utilize the transportation services of CG&E) purchasing gas directly from other suppliers.

        The market price of natural gas increased significantly in 2000, which caused CG&E to pay more for the gas it delivered to customers. The wholesale gas commodity cost is passed directly to the retail customer dollar-for-dollar under the gas cost recovery mechanism that is mandated by state law.


OTHER REVENUES

        Other operating revenues for Cinergy increased $67 million for 2000, as compared to 1999, primarily due to revenues resulting from the acquisition of an energy-related services affiliate in late 1999.

44




OPERATING EXPENSES

 
  Cinergy(1)
  CG&E and subsidiaries
  PSI
 
  2000
  1999
  %
Change

  2000
  1999
  %
Change

  2000
  1999
  %
Change

 
  (in millions)

Fuel   $ 773   $ 761   2   $ 344   $ 341   1   $ 407   $ 397   3
Purchased and exchanged power     2,382     1,499   59     1,211     726   67     1,318     817   61
Gas purchased     2,674     1,384   93     266     172   55          
Operation and maintenance     1,119     1,012   11     492     445   11     464     462  
Depreciation     344     323   7     181     175   3     141     135   4
Taxes other than income taxes     268     266   1     208     212   (2 )   57     53   8
   
 
     
 
     
 
   
  Total   $ 7,560   $ 5,245   44   $ 2,702   $ 2,071   30   $ 2,387   $ 1,864   28

(1)
The results of Cinergy also include amounts related to non-registrants.


Fuel

        Fuel represents the cost of coal, natural gas, and oil that is used to generate electricity. The following table details the changes to fuel expense from 1999 to 2000:

 
  Cinergy(1)
  CG&E
  PSI
 
 
  (in millions)

 
1999 fuel expense   $ 761   $ 341   $ 397  

Increase (Decrease) due to changes in:

 

 

 

 

 

 

 

 

 

 
Price of fuel     (14 )   (12 )   (2 )
Deferred fuel cost     (17 )   9     (26 )
MWh generation     44     6     38  
Other     (1 )        
   
 
 
 

2000 fuel expense

 

$

773

 

$

344

 

$

407

 

(1)
The results of Cinergy also include amounts related to non-registrants.


Purchased and Exchanged Power

        Purchased and exchanged power expense increased for Cinergy, CG&E, and PSI for 2000, as compared to 1999. This increase was primarily due to an increase in purchases of non-firm wholesale power as a result of an increase in sales volumes from Marketing & Trading.


Gas Purchased

        Gas purchased expense increased for Cinergy in 2000, as compared to 1999, primarily due to increased gas commodity trading activity and, for both Cinergy and CG&E, an increase in the average cost per mcf of gas purchased.

45



Operation and Maintenance

        Cinergy's Operation and maintenance expense increased in 2000, as compared to 1999, primarily due to a full year's realization of operating expenses resulting from the acquisition of an energy-related services affiliate in late 1999. Additionally for 2000, operation expenses increased for Cinergy, CG&E, and PSI as a result of one-time charges related to a tentative agreement reached with the EPA and the LERP offered as part of a corporate restructuring initiative.


Depreciation

        Cinergy's, CG&E's, and PSI's Depreciation expense increased in 2000, as compared to 1999, due to additions to depreciable plant.


EQUITY IN EARNINGS (LOSSES) OF UNCONSOLIDATED SUBSIDIARIES

        Cinergy's Equity in earnings (losses) of unconsolidated subsidiaries decreased $53 million in 2000, as compared to 1999. This decrease was primarily due to the loss in earnings resulting from the July 1999 sale of our 50% ownership interest in Midlands. For further information see Note 11 of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data".


INTEREST

        PSI's Interest expense decreased $8 million in 2000, as compared to 1999. This decrease was primarily due to PSI's net redemption of approximately $130 million of long-term debt during the year, which was slightly offset by an increase in average short-term interest rates.


FUTURE EXPECTATIONS/TRENDS

        In the "Future Expectations/Trends" section, we discuss electric and gas industry developments, market risk sensitive instruments and positions, inflation, accounting changes, and insurance. Each of these discussions will address the current status and potential future impact on our results of operations and financial condition.


ELECTRIC INDUSTRY

        The utility industry has traditionally operated as a regulated monopoly but is transitioning to an environment of increased wholesale and retail competition. Regulatory and legislative decisions being made at the federal and state levels are aimed at promoting customer choice and are shaping this transition. Customer choice provides the customer the ability to select an energy supplier (the company that generates or supplies the commodity) in an open and competitive marketplace. This emerging environment presents significant challenges, which are discussed below.


Wholesale Market Developments

        In 1996, the FERC issued orders to open the wholesale electric markets to competition. Competitors within the wholesale market include both utilities and non-utilities such as EWG's, independent power producers, and power marketers. We are involved in wholesale power marketing and trading and exempt wholesale generation through Energy Merchant.

        In both 1998 and 1999, the Midwest wholesale electric power markets experienced record price spikes. These spikes were caused by a number of factors including unseasonably hot weather, unplanned generating unit outages, transmission constraints, and increased electric commodity market volatility. These simultaneous events created temporary but extreme prices in the Midwest electricity markets. In response to these events, we have aggressively adopted a model that is focused on a balance of supply and demand.

46




Supply-side Actions

        In September 1999, Capital & Trading formed a partnership (each party having a 50% ownership) with Duke Energy North America, LLC (Duke), to increase the available generating capacity for use during peak demand periods. The partnership was formed for the purpose of jointly constructing and owning three wholesale generating facilities.

        In March 2000, the IURC issued an order, requiring the partnership to immediately suspend all construction activities at the site located in Henry County, Indiana (a peaking plant with a total capacity of 129 MW of which we owned 65 MW). In making this decision, the IURC found that it needed additional information related to the project before issuing a final decision. The issues raised were air quality, water supply, noise control, landscaping, plant abandonment, and emergency services training. The IURC held a hearing on this matter in November 2000, and a favorable ruling was received in April 2001. The plant, which began generating power commercially in the summer of 2001, consists of three gas turbine engines.

        In June 2001, Capital & Trading and Duke announced they would dissolve their partnership. In September 2001, the partnership was dissolved and Capital & Trading obtained 100% ownership of the 680 MW wholesale generating facility located in Butler County, Ohio and the 129 MW wholesale generating facility located in Henry County, Indiana. In exchange for the Butler County, Ohio and Henry County, Indiana generating facilities, Duke received 100% ownership of the Vermillion County, Indiana generating facility (680 MW), which will be operated by Cinergy for five years.

        In March 2001, Capital & Trading completed the acquisition of the 480 MW Brownsville generation facility located in Haywood County, Tennessee and the 550 MW Caledonia generation facility located in Lowndes County, Mississippi. Brownsville has four natural gas-fired combustion turbines and Caledonia has six natural gas-fired combustion turbines.

        In December 2001, the IURC approved PSI's plan for environmental improvements that will increase the electric generating capacity at its Noblesville generating station from 100 MW to 300 MW. In addition to increasing capacity, upon completion of the project, overall emissions to the environment will be reduced.


Demand-side Actions

        Pursuant to Ohio's customer choice legislation enacted in 2001, 20% of CG&E's retail electric load is expected to switch suppliers by December 2003. CG&E currently has no plans to replace these customers by acquiring new retail customers, although CG&E reserves the flexibility to replace load in the wholesale market to the extent it chooses. For a further discussion on Ohio deregulation, see "Retail Market Developments" of this section.


FERC Notice of Proposed Rulemaking

        On September 27, 2001, the FERC issued a Notice of Proposed Rulemaking, proposing to promulgate new standards of conduct regulations that would apply uniformly to natural gas pipelines and transmitting public utilities that are currently subject to FERC's standards of conduct. The FERC is proposing to adopt one set of standards of conduct to govern the relationships between regulated transmission providers and all their energy affiliates, broadening the definition of an affiliate covered by the standards of conduct, from the more narrow definition in the existing regulations. At this time, we are unable to predict either the outcome of this proceeding or its effect on Cinergy.


Retail Market Developments

        Currently, regulatory and legislative initiatives shaping the transition to a competitive retail market are the responsibilities of the individual states. Many states, including Ohio, have enacted electric utility

47



deregulation legislation. In general, these initiatives have sought to separate the electric utility service into its basic components (generation, transmission, and distribution) and offer each component separately for sale. This separation is referred to as unbundling of the integrated services. Under the customer choice initiatives in Ohio, we continue to transmit and distribute electricity; however, the customer can purchase electricity from any available supplier and we are compensated by a "wires" charge. The following sections further discuss the current status of federal energy policies and deregulation legislation in the states of Ohio, Indiana, and Kentucky, each of which includes a portion of our service territory.


Federal Update

        President Bush has indicated that legislation addressing the energy security needs of America deserves prompt consideration. He appointed Vice President Cheney to head an inter-agency task force which recommended a number of actions, many of which are embodied in HR 4, which passed the House of Representatives last summer. This legislation includes a number of tax provisions, research and development provisions for clean coal technology, and provisions to increase supplies of natural gas.

        Legislation considering many of the President's recommendations has also been developed by Senator Bingaman and other Senate leaders and is scheduled to be considered by the full Senate in February 2002.

        The President also recognized the need to balance the energy and environmental needs of the country and supported combining the multitude of environmental regulations facing electric utilities into one legislative package. The intent is to give the industry one clear set of environmental goals, along with an appropriate amount of time to meet necessary emission reductions, while providing environmental benefits to consumers. Cinergy has supported this approach within the industry, Congress, and the Bush Administration in the interest of achieving an energy and environmental balance in any final legislative package.


Ohio

        On July 6, 1999, Ohio Governor Robert Taft signed Amended Substitute Senate Bill No. 3 (Electric Restructuring Bill), beginning the transition to electric deregulation and customer choice for the State of Ohio. The Electric Restructuring Bill created a competitive electric retail service market effective January 1, 2001. The legislation provided for a market development period that began January 1, 2001, and ends no later than December 31, 2005.

        On May 8, 2000, CG&E reached a stipulated agreement with the PUCO staff and various other interested parties with respect to its proposal to implement electric customer choice in Ohio effective January 1, 2001. On August 31, 2000, the PUCO approved CG&E's stipulation agreement. The major features of the agreement include:

    Residential customer rates are frozen through December 31, 2005;

    Residential customers received a five-percent reduction in the generation portion of their electric rates, effective January 1, 2001;

    CG&E will provide four million dollars from 2001 to 2005 in support of energy efficiency and weatherization services for low income customers;

    The creation of a Regulatory Transition Charge designed to recover CG&E's regulatory assets and other transition costs over a ten-year period;

48


    Authority for CG&E to transfer its generation assets to one or more, non-regulated affiliates to provide flexibility to manage its generation asset portfolio in a manner that enhances opportunities in a competitive marketplace;

    Authority for CG&E to apply the proceeds of transition cost recovery to costs incurred during the transition period including implementation costs and purchased power costs that may be incurred by CG&E to maintain an operating reserve margin sufficient to provide reliable service to its customers;

    CG&E will provide standard offer default supplier service (i.e., CG&E will be the supplier of last resort, so that no customer will be without an electric supplier); and

    CG&E has agreed to provide shopping credits to switching customers.

With regard to the PUCO's order, two parties filed applications for rehearing with the PUCO. On October 18, 2000, the PUCO denied these applications. One of the parties appealed to the Ohio Supreme Court in the fourth quarter of 2000 and CG&E subsequently intervened in that case. On April 6, 2001, CG&E filed for dismissal of this appeal. On July 25, 2001, the Ohio Supreme Court denied CG&E's motion to dismiss. CG&E is unable to predict the outcome of this proceeding.

        As indicated above, the August 31, 2000 order authorizes CG&E to transfer its generation assets to a non-regulated affiliate. In addition to the regulatory approvals received from the PUCO, the IURC, and the KPSC, this transfer requires the approval of the FERC and the SEC under PUHCA. On October 29, 2001, Cinergy Power Investments, Inc., (Power Investments) filed an application with the FERC seeking EWG status. CG&E also filed an application seeking approval to transfer its generating assets to Power Investments. On December 21, 2001, the FERC issued an order certifying Power Investments' EWG status. As the transfer is contingent upon CG&E receiving FERC approval, SEC approval under PUHCA, and various third party consents, the timing and receipt of which are unknown, the completion date of the transfer of generation assets to Power Investments cannot be predicted.

        In anticipation of transferring the generation assets, Cinergy Wholesale Energy, Inc. (Wholesale Energy) was formed in the fourth quarter of 2000. Wholesale Energy is a direct subsidiary of Cinergy Corp. and will be the holding company for Cinergy's non-regulated energy commodities businesses, including Power Investments and Cinergy Power Generation Services, LLC.

        Upon FERC authorization, Power Investments will enter into a power sale arrangement with CG&E for the duration of the market development period, which is scheduled to terminate no later than December 31, 2005. Power Investments will supply CG&E with sufficient power to meet the standard service obligations of CG&E's customers that do not choose an alternate electric commodity supplier. In addition, Power Investments will enter into a second power sale agreement with CG&E to provide sufficient power to fulfill the electric commodity obligations of CG&E's wholesale customers. Power Investments will also replace CG&E as the electric commodity supplier in a power sale arrangement with ULH&P. This new contract will replace the power sales agreement that is in place between CG&E and ULH&P.

        The transfer of CG&E's generating assets to Power Investments will also affect the operating agreement between CG&E, PSI, and Services that has been in place since 1994. In 1994, when the operating agreement was entered into, both CG&E and PSI were vertically integrated regulated electric utilities. PSI is still a vertically integrated electric utility and the operations of its generating assets are still dedicated to Indiana ratepayers. Due to this situation, the IURC, CG&E, PSI, and Power Investments reached an agreement on a new Joint Generation Dispatch Agreement (JGDA). The JGDA allows for the joint dispatch of regulated PSI generation with Power Investments deregulated generation. If energy is transferred between PSI and Power Investments it will be priced at market

49



rates. The majority of PSI's electric commodity requirements will be provided by PSI's generation. For more information refer to the "Termination of Operating Agreement" of this section.


Indiana

        Indiana lawmakers are involved in creating an Energy Policy Commission to assist in completing a comprehensive energy plan. Indiana Governor Frank O'Bannon will appoint members representing various stakeholder groups, including state government, industry, labor, and environmental representatives. This commission is expected to present a final report in December 2002.


Kentucky

        Throughout 1999, a special Kentucky Electricity Restructuring Task Force (Task Force), convened by the Kentucky legislature, studied the issues of electric deregulation. In January 2000, the Task Force issued a final report to Kentucky Governor Paul Patton recommending that lawmakers wait until the 2002 General Assembly before considering any deregulation that would open the state's electric industry to competition.


Other States

        At the end of 2000, approximately one half of the states and the District of Columbia had adopted deregulation plans. However, recent events are significantly influencing political and legislative activity. At the end of 2001, eight of the states decided to delay or suspend their deregulation activities. While we believe the situation in Ohio, as described above, and generally within the Midwest are different, we cannot predict the consequences, if any, on efforts to deregulate or discontinue deregulation within our service territory or markets.


Other

        Under generally accepted accounting principles, CG&E, PSI, and ULH&P apply the provisions of Statement of Financial Accounting Standards No. 71, Accounting for the Effects of Certain Types of Regulation (Statement 71) to the applicable rate-regulated portions of their businesses. The provisions of Statement 71 allow CG&E, PSI, and ULH&P to capitalize (record as a deferred asset) costs that would normally be charged to expense. These costs are classified as regulatory assets in the accompanying financial statements and the majority have been approved by regulators for future recovery from customers through our rates. As of December 31, 2001, CG&E, PSI, and ULH&P have approximately $1 billion of net regulatory assets, of which $952 million have been approved for recovery.

        Except with respect to the generation assets of CG&E, as of December 31, 2001, CG&E, PSI, and ULH&P continue to meet each of the criteria required for the application of Statement 71. However, to the extent other states implement deregulation legislation, the application of Statement 71 will need to be reviewed. Based on our operating companies' current regulatory orders and the regulatory environment in which they currently operate, the future recovery of regulatory assets recognized in the accompanying Balance Sheets as of December 31, 2001, is probable. The effect of future discontinuance of Statement 71 on the results of operations, cash flows, or statements of position cannot be determined until deregulation legislation plans have been approved by each state in which we do business. See Note 1(c) of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data" for a further discussion of our regulatory assets.

50




Midwest Independent Transmission System Operator, Inc. (Midwest ISO)

Historical

        As part of the effort to create a competitive wholesale power marketplace, the FERC approved the formation of the Midwest ISO during 1998. In that same year, Cinergy agreed to join the Midwest ISO in preparation for meeting anticipated changes in the FERC regulations and future deregulation requirements. The Midwest ISO was established as a non-profit organization to maintain functional control over the combined transmission systems of its members.


FERC Orders

        On December 19, 2001, the FERC issued several key orders having considerable impact upon the Midwest ISO and its transmission owning members. Among other determinations, the FERC approved the proposal of the Midwest ISO to become the first FERC-approved Regional Transmission Organization (RTO). It also denied a similar proposal from the companies seeking to form the Alliance Regional Transmission Organization (Alliance RTO) on the basis that the proposal lacked sufficient scope. The Alliance RTO is a planned for-profit transmission company involving various utilities, which have transmission systems that cover parts of Michigan, Ohio, Indiana, West Virginia, and Virginia. The FERC encouraged the Alliance RTO companies to explore joining the Midwest ISO and set a 60-day deadline for those companies to provide the FERC a statement of their plans to join an RTO. In addition, the FERC also directed the Midwest ISO to file a plan with the FERC within 60 days to address interim operations for the period of time in which the Midwest ISO is operational and the Alliance RTO companies have not yet joined an RTO.

        In related activity, the FERC issued an order on December 14, 2001, in response to protests of the Midwest ISO's proposed methodology related to the calculation of its administrative adder fees for the services it provides. Cinergy and a number of other parties filed protests to the proposed methodology, suggesting, among other things, that the methodology was inconsistent with the transmission owners' prior agreement with the Midwest ISO, and selectively allowed only independent transmission companies to choose which unbundled administrative adder services they wished to purchase from the Midwest ISO. In its December 14, 2001 Order, the FERC found that the Midwest ISO's proposed methodology for determination of the administrative adder fees had not been shown to be just and reasonable, and provided the Midwest ISO and the protesting parties a period of 60 days to reach settlement on the issues before an evidentiary hearing would be conducted.


Operations Updates

        On November 30, 2001, the Midwest ISO and Mid-Continent Area Power Pool (MAPP) closed a financial transaction in which the Midwest ISO agreed to acquire certain assets and liabilities of MAPP, including its St. Paul, Minnesota control center. In addition, since the third quarter of 2001, the Midwest ISO and Southwest Power Pool (SPP) have been in a process of agreeing upon a definitive document to establish a business combination which would include the Midwest ISO's purchase of substantially all of the assets of SPP and the assumption of appropriate liabilities. A firm date for the closure of this transaction has not been established.

        On December 15, 2001, the Midwest ISO initiated startup of its operations with the provision of a variety of support or stand alone services to its transmission owning members. The Midwest ISO achieved full startup, including implementation of tariff administration, on February 1, 2002.


State Regulatory Agencies Filings

        In June 2001, Cinergy and various other Indiana Midwest ISO transmission owners made a joint state filing with the IURC seeking permission to transfer functional control of their transmission

51



facilities to the Midwest ISO. On December 17, 2001, Cinergy and four other transmission owning Indiana companies received conditional approval from the IURC to transfer functional control of their transmission facilities to the Midwest ISO. The conditional terms of the approval were satisfied prior to the Midwest ISO full startup date of February 1, 2002.


Repeal of PUHCA

        Early in 2001, S. 206, a bill to repeal the PUHCA, was introduced in the Senate. It was referred to the Senate Committee on Banking, Housing and Urban Affairs for action. Subsequently, a hearing was held in the Subcommittee on Securities and Investment to identify support for and opposition to this legislation. S. 206 was favorably reported out by a 19-1 vote by the full Senate Committee on Banking, Housing and Urban Affairs in April 2001. This legislation has been included as part of the Senate Energy Bill which will proceed directly to the Senate floor for debate. Issues surrounding the Enron Corp. (Enron) collapse may have an adverse impact on full repeal of PUHCA, and some Senators have indicated an interest in strengthening consumer protection aspects of the law. However, it currently remains as part of the Senate Energy Bill, scheduled for consideration in the first quarter of 2002.

        In the House of Representatives, Subcommittee on Energy and Air Quality Chairman Joe Barton has drafted an electricity deregulation bill which includes PUHCA repeal. That legislation is also scheduled for consideration in the first quarter of 2002, but again several Committee members have expressed concern about PUHCA repeal in light of the Enron collapse. Cinergy supports PUHCA repeal and will continue to monitor developments as well as possibilities for limited repeal.


Significant Rate Developments

Purchased Power Tracker

        In May 1999, PSI filed a petition with the IURC seeking approval of a purchased power tracking mechanism (Tracker). This request was designed to provide for the recovery of costs related to purchases of power necessary to meet native load requirements to the extent such costs are not recovered through the existing fuel adjustment clause.

        A hearing was held before the IURC in February 2001, to determine whether it was appropriate for PSI to continue the Tracker for future periods. In April 2001, a favorable order was received extending the Tracker for two years, through the summer of 2002. PSI is authorized to recover 90% of its purchased power expenses through the Tracker (net of the displaced energy portion recovered through the fuel recovery process and net of the mitigation credit portions), with the remaining 10% deferred for subsequent recovery in PSI's next general rate case (subject to a showing of prudence).

        In March 2001, the IURC held a hearing to review PSI's 2000 purchases and rule on its associated request for recovery of costs. In May 2001, the IURC issued an order approving the recovery of PSI's summer 2000 purchased power costs ($18.5 million) via the Tracker.

        In June 2001, PSI filed a petition with the IURC seeking approval of the recovery through the Tracker of its summer 2001 purchased power costs. In October 2001, PSI filed an amended petition with the IURC, seeking approval of the costs associated with additional power purchases made during July and August 2001. Hearings before the IURC were held in January 2002, with a decision expected in the second quarter of 2002.


Purchased Power Agreement

        ULH&P purchases energy from CG&E pursuant to a new contract effective January 1, 2002, which was approved by the FERC and the KPSC. This five-year agreement is a negotiated fixed-rate contract with CG&E and replaces the previous cost of service based contract, which expired on December 31, 2001.

52




Termination of Operating Agreement

        Upon consummation of the merger between CG&E and PSI Resources, Inc. in 1994, an operating agreement entered into between CG&E, PSI, and Services was filed with and approved by the FERC. This agreement was established to provide for the coordinated planning and operation of the two regulated entities' generation and transmission systems.

        In October 2000, CG&E, PSI, and Services filed a notice of termination of the operating agreement with the FERC. The reason for the termination filing was that, with the introduction of deregulation in the State of Ohio, the companies no longer share the common characteristics that formed the basis for the operating agreement. In December 2000, the FERC ruled that the companies have the contractual right to terminate the operating agreement. Additionally, the FERC established a termination effective date of May 22, 2001, and set a May 1, 2001, hearing date on the issue of the reasonableness of termination.

        Certain parties appealed the FERC's December 2000 decision. In March 2001, the IURC initiated an investigation proceeding into the termination of the operating agreement. In May 2001, the parties to the FERC proceeding reached a settlement resolving termination issues and certain compensation and damage issues. This settlement, which was approved by the FERC in June 2001, delayed the termination of the existing operating agreement until a new successor agreement has been approved by the FERC. The settlement also provided that the parties would engage in negotiations concerning the terms and conditions of a successor agreement(s).

        In August 2001, the parties to both the IURC investigation proceeding and the previous FERC proceeding entered into two complementary settlement agreements. Both agreements addressed, among other things, the terms and conditions of a proposed new joint generation operating agreement and a proposed new joint transmission operating agreement. The IURC settlement agreement was approved by the IURC in September 2001. Both the IURC and the FERC settlement agreements are conditioned upon FERC acceptance of the proposed successor agreements. Cinergy filed the successor agreements with the FERC in October 2001. At this time, we cannot predict the outcome or the timing of the FERC proceedings regarding the proposed successor agreements.


PSI Fuel Adjustment Charge

        PSI defers fuel costs that are recoverable in future periods subject to IURC approval under a fuel recovery mechanism. In June 2001, the IURC issued an order in a PSI fuel recovery proceeding, disallowing approximately $14 million of deferred costs. On June 26, 2001, PSI formally requested that the IURC reconsider its disallowance decision. In August 2001, the IURC indicated that it will reconsider its decision. PSI believes it has strong legal and factual arguments in its favor and that it will ultimately be permitted to recover these costs. However, PSI cannot definitively predict the ultimate outcome of this matter.

        In June 2001, PSI filed a petition with the IURC requesting authority to recover $16 million in under billed deferred fuel costs incurred from March 2001 through May 2001. The IURC approved recovery of these costs subject to refund pending the findings of an investigative sub-docket. The sub-docket was opened to investigate the reasonableness of, and underlying reasons for, the under billed deferred fuel costs. A hearing is scheduled for April 2002.


CWIP Ratemaking Treatment for NOX  Equipment

        During the third quarter of 2001, PSI filed an application with the IURC requesting CWIP ratemaking treatment for costs related to NOX equipment currently being installed at certain PSI generation facilities. CWIP ratemaking treatment allows for the recovery of carrying costs on the equipment during the construction period. PSI filed its case-in-chief testimony in January 2002. PSI anticipates that hearings before the IURC will be scheduled during the second quarter of 2002. At this time, we cannot predict the outcome of this matter.

53



Transfer of Generating Assets to PSI

        In December 2001, PSI filed a petition with the IURC requesting approval, under Indiana's Power Plant Construction Act, to acquire the Butler County, Ohio and Henry County, Indiana peaking plants from Capital & Trading in order to maintain adequate reserve margins. The IURC has scheduled a pre-hearing conference for February 2002 at which time the procedural schedule will be determined. This transfer is also contingent upon receipt of approval from the FERC and the SEC. PSI is unable to predict the outcome of this request.


GAS INDUSTRY

ULH&P Gas Rate Case

        On June 6, 2001, ULH&P filed a retail gas rate case with the KPSC seeking to increase base rates for natural gas distribution services by $7.3 million annually, or 8.4% overall. In addition to an increase in base rates, ULH&P requested recovery through a tracking mechanism of the costs of an accelerated gas main replacement program with a capital cost of approximately $112 million over the next ten years. A hearing on this matter was held in November 2001 and an order was issued on January 31, 2002. In the order the KPSC authorized a base rate increase of $2.7 million or 2.8% overall, to be effective on January 31, 2002. In addition, the KPSC authorized ULH&P to implement the tracking mechanism to recover the costs of the accelerated gas main replacement program for an initial period of three years, with the possibility of renewal for the full ten years. Per the terms of the order, the tracker will be set annually and the first filing will be made by March 31, 2002. ULH&P will request rehearing before the KPSC on selected items within the order. We expect a decision on these matters by the end of the first quarter 2002.


CG&E Gas Rate Case

        On July 31, 2001, CG&E filed a retail gas rate case with the PUCO seeking to increase base rates for natural gas distribution services by approximately $26 million or 5% overall. We expect that any rate change as a result of this filing will be effective in the second quarter of 2002. Simultaneously, CG&E requested recovery through a tracking mechanism of the costs of an accelerated gas main replacement program with a capital cost of approximately $716 million over the next ten years. A hearing in this case will be held in the first quarter of 2002.


Gas Prices

        As the result of the market price of natural gas increasing significantly in 2000, CG&E's and ULH&P's gas supply costs increased. These costs are passed directly through to customers dollar-for-dollar under the gas cost recovery mechanisms that are mandated by state law in Ohio and Kentucky. During 2001, the market price of natural gas decreased and CG&E and ULH&P lowered their rates in accordance with the downward trending gas prices.

        On May 14, 2001, ULH&P filed an application with the KPSC requesting approval of a gas procurement-hedging program designed to mitigate the effects of gas price volatility on customers. On July 16, 2001, the KPSC approved the pilot program for the 2001-2002 heating season, subject to certain restrictions. The approved hedging program allows the pre-arranging of between 50-75% of winter heating season base load gas requirements. ULH&P made advance arrangements for approximately 50% of its winter 2001/2002 base load requirements under the program.

        In July 2001, CG&E filed an application with the PUCO requesting approval of its gas procurement-hedging program. This request was subsequently denied. However, in denying CG&E's request for pre-approval of a hedging program, the PUCO order provided clarification that prudently incurred hedging costs are a valid component of CG&E's gas purchasing strategy. As a result, CG&E

54



has hedged approximately 50% of its winter 2001/2002 base load requirements and CG&E will seek PUCO approval for its hedging program on an after the fact basis. At this time, we cannot predict the outcome of this event.


MARKET RISK SENSITIVE INSTRUMENT AND POSITIONS

Energy Commodities Sensitivity

        The transactions associated with Energy Merchant's energy marketing and trading activities give rise to various risks, including market risk. Market risk represents the potential risk of loss from adverse changes in market price of electricity or other energy commodities. As Energy Merchant continues to develop its energy marketing and trading business (and due to its substantial investment in generation assets), its exposure to movements in the price of electricity and other energy commodities may become greater. As a result, we may be subject to increased future earnings volatility.

        The energy marketing and trading activities of Energy Merchant principally consist of CG&E's and PSI's power marketing and trading operations and Marketing & Trading's natural gas marketing and trading operations. These operations market and trade over-the-counter (an informal market where the buying/selling of commodities occurs) contracts for the purchase and sale of electricity (primarily in the Midwest region of the U.S.), natural gas, and other energy-related products. In addition, Energy Merchant also trades natural gas and other energy-related products on the New York Mercantile Exchange. The power marketing and trading operation consists of both physical activities (accounted for when the transaction settles) and trading activities (accounted for on a fair value basis). Transactions are designated as a physical activity when there is intent and ability to physically deliver the power from company-owned generation. Substantially all of the electricity in the physical portfolio requires settlement by physical delivery. All other transactions (including most natural gas contracts) are considered trading activities due to (a) the intent to financially settle the contracts, (b) the lack of hard assets, or (c) the inability to serve with company-owned assets. Some contracts within the trading portfolio may require settlement by physical delivery, but often times can be netted in accordance with industry standards at time of settlement.

        Many of the contracts in both the physical and trading portfolios commit us to purchase or sell electricity, natural gas, and other energy-related products at fixed prices in the future. The majority of the contracts in the natural gas and other energy-related product portfolios are financially settled contracts (i.e., there is no physical delivery related with these items). In addition, Energy Merchant also markets and trades over-the-counter option contracts. The use of these types of commodity instruments is designed to allow Energy Merchant to:

    manage and economically hedge contractual commitments;

    reduce exposure relative to the volatility of cash market prices;

    take advantage of selected arbitrage opportunities; and

    originate customized transactions with municipalities and end-use customers.

        Energy Merchant structures and modifies its net position to capture the following:

    expected changes in future demand;

    seasonal market pricing characteristics;

    overall market sentiment; and

    price relationships between different time periods and trading regions.

        At times, a net open position is created or is allowed to continue when Energy Merchant believes future changes in prices and market conditions may possibly result in profitable positions. Position

55



imbalances can also occur due to the basic lack of liquidity in the wholesale power market. The existence of net open positions can potentially result in an adverse impact on our financial condition or results of operations. This potential adverse impact could be realized if the market price of electric power does not react in the manner or direction expected.

        Energy Merchant measures the market risk inherent in the trading portfolio employing value-at-risk (VaR) analysis and other methodologies, which utilize forward price curves in electric power markets to quantify estimates of the magnitude and probability of potential future losses related to open contract positions. VaR is a statistical measure used to quantify the potential loss in fair value of the trading portfolio over a particular period of time, with a specified likelihood of occurrence, due to an adverse market movement. Because most of the contracts in the physical portfolio require physical delivery of electricity and generally do not allow for net cash settlement, these contracts are not included in the VaR analysis.

        Our VaR is reported as a percentage of operating income, based on a 95% confidence interval, utilizing one-day holding periods. This means that on a given day (one-day holding period) there is a 95% chance (confidence interval) that our trading portfolio will lose less than the stated percentage of operating income. We disclose our VaR for power activities as a percent of consolidated operating income on a one-day basis at December 31, the average one-day basis at the end of each quarter, and the daily basis at December 31 of each year. On a one-day basis as of December 31, 2001, the VaR for the power trading activity was less than 1% of 2001 consolidated operating income and as of December 31, 2000, was less than 1% of 2000 consolidated operating income. On a one-day basis at the end of each quarter, the VaR for the power trading activity was less than 2% of consolidated operating income in 2001, and less than 1% in 2000. The daily VaR for the power trading portfolio as of December 31, 2000, was less than 1% of 2001 consolidated operating income and as of December 31, 1999, was also less than 1% of 2000 consolidated operating income. The VaR model uses the variance-covariance statistical modeling technique and historical volatilities and correlations over the past 200-day period. The estimated market prices used to value these transactions for VaR purposes reflect the use of established pricing models and various factors including quotations from exchanges and over-the-counter markets, price volatility factors, the time value of money, and location differentials.

        Energy Merchant, through some of our non-regulated subsidiaries, actively markets physical natural gas and actively trades derivative commodity instruments which are usually settled in cash including: forwards, futures, swaps, and options. The aggregated VaR amounts associated with these other trading and hedging activities were slightly more than one million dollars as of December 31, 2001, and less than one million dollars at December 31, 2000. On a one-day basis as of December 31, 2001, the VaR for the gas trading activity was less than 1% of 2001 consolidated operating income and as of December 31, 2000, was less than 1% of 2000 consolidated operating income. On a one-day basis at the end of each quarter, the VaR for the gas trading activity was less than 1% of consolidated operating income in 2001, and less than 1% in 2000. The daily VaR for gas trading portfolio as of December 31, 2000, was less than 1% of 2001 consolidated operating income and as of December 31, 1999, was also less than 1% of 2000 consolidated operating income. The VaR is calculated using a variance-covariance methodology and historical volatilities and correlations over the past 21-day period with a 95% confidence interval and a one-day holding period.

56



        The changes in fair value of the energy risk management assets and liabilities for the year ended December 31, 2001, are presented in the table below:

Change in Fair Value for the Year Ended
December 31, 2001
(in millions)

Fair value of contracts outstanding at the beginning of the period   $ (78 )
Fair value of new contracts when entered into during the period:        
  Options(1)     15  
  Other trading instruments     29  
Changes in fair value attributable to changes in valuation techniques and assumptions     10  
Other changes in fair value     53  
Less: Contracts realized or otherwise settled during the period     11  
   
 
Fair value of contracts outstanding at the end of the period   $ 18  
   
 

(1)
Represents net option premiums paid.

        The following table presents the expected maturity of the energy risk management assets and liabilities as of December 31, 2001:

 
  Fair Value of Contracts at December 31, 2001
 
 
  Maturing
   
 
Source of Fair Value(1)

  Total
Fair Value

 
  2002
  2003-2004
  2005-2006
  Thereafter
 
 
  (in millions)

 
Prices actively quoted   $ 14   $ (27 ) $   $   $ (13 )
Prices based on models and other valuation methods     6     6     10     9     31  
   
 
 
 
 
 
Total   $ 20   $ (21 ) $ 10   $ 9   $ 18  
   
 
 
 
 
 

(1)
Active quotes are considered to be available for two years for standard electricity transactions and three years for standard gas transactions. Non-standard transactions are classified based on the extent, if any, of modeling used in determining fair value.


Concentrations of Credit Risk

        Credit risk is the exposure to economic loss that would occur as a result of nonperformance by counterparties, pursuant to the terms of their contractual obligations. Specific components of credit risk include counterparty default risk, collateral risk, concentration risk, and settlement risk.

Trade Receivables and Physical Power Portfolio

        Our concentration of credit risk with respect to trade accounts receivable from electric and gas retail customers is limited. The large number of customers and diversified customer base of residential, commercial, and industrial customers significantly reduces our credit risk. Contracts within the physical portfolio of power marketing and trading operations are primarily with the traditional electric cooperatives and municipalities and other investor-owned utilities. At December 31, 2001, we do not believe we had significant exposure to credit risk with our trade accounts receivable or our physical portfolio.

57



Energy Trading

        Cinergy's extension of credit for energy marketing and trading is governed by a Corporate Credit Policy. Written guidelines document the management approval levels for credit limits, evaluation of creditworthiness and credit risk mitigation procedures. Exposures to credit risks are monitored daily by the Corporate Credit Risk function. As of December 31, 2001, approximately 97% of the credit exposure related to energy trading and marketing activity was with counterparties rated Investment Grade or higher. Energy commodity prices can be extremely volatile and the market can, at times, lack liquidity. Because of these issues, credit risk is generally greater than with other commodity trading.

        In December 2001, Enron filed for protection under Chapter 11 of the U.S. Bankruptcy Code in the Southern District of New York. We decreased our trading activities with Enron in the months prior to its bankruptcy filing. We intend to resolve any contract differences pursuant to the terms of those contracts, business practices and the applicable provisions of the Bankruptcy Code, as approved by the court. While we cannot predict the court's resolution of these matters, we do not believe that any exposure relating to those contracts would have a material impact on our financial position or results of operations. While most of our contracts with Enron were considered trading and thus recorded at fair value, a few contracts were accounted for utilizing the normal exemption under Statement of Financial Accounting Standards No. 133, Accounting for Derivatives Instruments and Hedging Activities (Statement 133) (see Note 1(k) of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data"). These contracts were recognized at fair value when the contracts were terminated in the fourth quarter of 2001. Fair value for these contracts, and all terminated contracts with Enron, is governed by the provisions of each contract, but typically approximates fair value at contract termination. However, the effect of the loss of Enron's participation in the energy markets on long-term liquidity and price volatility, or on the creditworthiness of common counterparties cannot be determined. We continually review and monitor our credit exposure to all counterparties and adjust the fair value of our position, as appropriate.

Financial Derivatives

        Potential exposure to credit risk also exists from our use of financial derivatives such as currency swaps, foreign exchange forward contracts, and interest rate swaps. Because these financial instruments are transacted only with highly rated financial institutions, we do not anticipate nonperformance by any of the counterparties.


Risk Management

        We manage, on a portfolio basis, the market risks in our energy marketing and trading transactions subject to parameters established by our Risk Policy Committee. Our market and credit risks are monitored by the Corporate Risk Management function to ensure compliance with stated risk management policies and procedures. The Corporate Risk Management function operates independently from the business units and other corporate functions, which originate and actively manage the market and credit risk exposures. Policies and procedures are periodically reviewed and monitored to ensure their responsiveness to changing market and business conditions. In addition, efforts are ongoing to develop systems to improve the timeliness and quality of market and credit risk information. Credit risk mitigation practices include requiring parent company guarantees, various forms of collateral, and the use of mutual netting/closeout agreements.


Exchange Rate Sensitivity

        From time to time, we may utilize foreign exchange forward contracts and currency swaps to hedge foreign currency denominated purchase and sale commitments and certain of our net investments in

58



foreign operations. These contracts and swaps allow us to potentially hedge our position against currency exchange rate fluctuations and would qualify as derivatives.

        Cinergy has exposure to fluctuations in exchange rates between the U.S. dollar and the currencies of foreign countries where we have investments. When it is appropriate we will hedge our exposure to cash flow transactions, such as a dividend payment by one of our foreign subsidiaries. As of December 31, 2001, we had no outstanding foreign currency derivatives.


Interest Rate Sensitivity

        Our net exposure to changes in interest rates consists of short-term debt instruments (including net Notes receivable from/Notes payable to affiliated companies), pollution control debt, and sales of accounts receivable. The following table reflects the different instruments used and the method of benchmarking interest rates, as of December 31, 2001, and 2000:

 
  Interest Benchmark

  2001
  2000
 
   
   
  (in millions)

Short-term Bank Loans/Commercial Paper   • Short-term Money Market
• LIBOR(1)
  Cinergy
CG&E
PSI
ULH&P
  $


877
445
43
26
  $


862
152
239
29

Pollution Control Debt

 

• Daily Market
• Auction Rate

 

Cinergy
CG&E
PSI

 

 

279
196
83

 

 

267
184
83

Sales of Accounts Receivable

 

• Short-term Money Market

 

Cinergy
CG&E
PSI
ULH&P

 

 

257
150
107
22

 

 

257
156
101
26

Variable Rate Capital Leases

 

• LIBOR(1)

 

Cinergy
CG&E

 

 



 

 

31
31

(1)
London Inter-Bank Offered Rate (LIBOR)

        The weighted-average interest rates on the above instruments at December 31, 2001, and 2000, were as follows:

 
  2001
  2000
Short-term Bank Loans/Commercial Paper   2.9%   7.0%
Pollution Control Debt   2.1%   4.5%
Sales of Accounts Receivable   2.4%   7.0%
Variable Rate Capital Leases     7.5%

        At December 31, 2001, forward yield curves project an increase in applicable short-term interest rates over the next five years.

59



        The following table presents principal cash repayments, by maturity date and other selected information, for each registrant's long-term fixed-rate debt, other debt, and capital lease obligations as of December 31, 2001:

 
  Expected Maturity Date
Liabilities

  2002
  2003
  2004
  2005
  2006
  Thereafter
  Total
  Fair
Value

 
  (in millions)

Cinergy                                                
Long-term Debt(1)   $ 123   $ 178 (4) $ 811   $ 201 (5)(6) $ 328   $ 1,823   $ 3,464   $ 3,520
  Weighted-average interest rate(2)     7.3 %   6.2 %   6.2 %   6.8 %   6.7 %   6.9 %   6.7 %    

Other(3)

 

$

25

 

$

14

 

$

3

 

$

2

 

$

6

 

$

242

 

$

292

 

$

285
  Weighted-average interest rate(2)     6.8 %   6.7 %   6.6 %   5.5 %   5.0 %   6.4 %   6.4 %    

Capital Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Fixed-rate leases   $ 2.8   $ 3.0   $ 3.1   $ 3.3   $ 3.6   $ 19.1   $ 34.9   $ 34.9
  Interest rate     6.2 %   6.2 %   6.2 %   6.2 %   6.2 %   6.2 %   6.2 %    

CG&E and subsidiaries                                                
Long-term Debt(1)   $ 100   $ 120 (4) $ 110   $ 150 (6) $   $ 728   $ 1,208   $ 1,214
  Weighted-average interest rate(2)     7.3 %   6.3 %   6.5 %   6.9 %       7.0 %   6.9 %    

Capital Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Fixed-rate leases   $ 1.5   $ 1.6   $ 1.7   $ 1.9   $ 2.0   $ 10.8   $ 19.5   $ 19.5
  Interest rate     6.2 %   6.2 %   6.2 %   6.2 %   6.2 %   6.2 %   6.2 %    

PSI                                                
Long-term Debt(1)   $ 23   $ 58   $ 1   $ 51 (5) $ 328   $ 895   $ 1,356   $ 1,379
  Weighted-average interest rate(2)     7.6 %   5.9 %   6.0 %   6.5 %   6.7 %   7.1 %   6.9 %    

Capital Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Fixed-rate leases   $ 1.3   $ 1.3   $ 1.4   $ 1.5   $ 1.6   $ 8.4   $ 15.5   $ 15.5
  Interest rate     6.2 %   6.2 %   6.2 %   6.2 %   6.2 %   6.2 %   6.2 %    

ULH&P                                                
Long-term Debt(1)   $   $ 20   $   $   $   $ 55   $ 75   $ 76
  Weighted-average interest rate(2)         6.1 %               7.3 %   7.0 %    

Capital Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Fixed-rate leases   $ 0.5   $ 0.5   $ 0.5   $ 0.5   $ 0.6   $ 3.2   $ 5.8   $ 5.8
  Interest rate     6.2 %   6.2 %   6.2 %   6.2 %   6.2 %   6.2 %   6.2 %    

(1)
All long-term debt is fixed-rate and includes amounts reflected as long-term debt due within one year.
(2)
The weighted-average interest rate is calculated as follows: (1) for long-term debt obligations, the weighted-average interest rate is based on the coupon rates of the debt that is maturing in the year reported; (2) for the fixed-rate capital leases, the interest rate is fixed at approximately 6.2% with an amortizing principal structure; and (3) for the Global Resources investments, the interest rate is based on a spread over 6- and 12-month LIBOR.
(3)
Variable rate debt related to investments under Global Resources.
(4)
Includes 6.35% Debentures due June 15, 2038, reflected as maturing in 2003, as the interest rate resets on June 15, 2003.
(5)
Includes 6.50% Debentures due August 1, 2026, reflected as maturing in 2005, as the interest rate resets on August 1, 2005.
(6)
Includes 6.90% Debentures due June 1, 2025, reflected as maturing in 2005, as the debentures are putable to CG&E at the option of the holders on June 1, 2005.

        Our current policy in managing exposure to fluctuations in interest rates is to maintain the total amount of outstanding debt in floating interest rate debt instruments of approximately 30%. In maintaining this level of exposure, we use interest rate swaps. Under these swaps, we agree with other parties to exchange, at specified intervals, the difference between fixed-rate and floating-rate interest amounts calculated on an agreed notional amount. CG&E has an outstanding interest rate swap agreement that decreased the percentage of floating-rate debt. Under the provisions of the swap, which has a notional amount of $100 million, CG&E pays a fixed-rate and receives a floating-rate through October 2007. This swap qualifies as a cash flow hedge under the provisions of Statement 133. As the terms of the swap agreement mirror the terms of the debt agreement that it is hedging, we anticipate

60



that this swap will continue to be effective as a hedge. Changes in fair value of this swap are recorded in Accumulated other comprehensive income (loss), beginning with our adoption of Statement 133 on January 1, 2001. In October 2001, Cinergy Corp. executed three interest rate swaps with a combined notional amount of $250 million. Under the provisions of the swaps, Cinergy Corp. will receive fixed-rate interest payments and pay floating-rate interest payments through September 2004. These swaps qualify as fair value hedges under the provisions of Statement 133. We anticipate that these swaps will continue to be effective as hedges. See Note 1(l) of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data" for additional information on financial derivatives. In the future, we will continually monitor market conditions to evaluate whether to modify our level of exposure to fluctuations in interest rates.


INFLATION

        We believe that the recent inflation rates do not materially impact our financial condition. However, under existing regulatory practice for all of PSI, ULH&P, and the non-generating portion of CG&E, only the historical cost of plant is recoverable from customers. As a result, cash flows designed to provide recovery of historical plant costs may not be adequate to replace plant in future years.


ACCOUNTING MATTERS

Accounting Estimates

Fair Value Accounting for Energy Marketing and Trading

        We use fair value accounting for energy trading contracts, which is required, with certain exceptions, by Statement 133 and Emerging Issues Task Force (EITF) 98-10, Accounting for Contracts Involved in Energy Trading and Risk Management Activities. Most of the contracts used in our trading activities are short-term in nature and are priced using exchange based or over-the-counter price quotes. Long-term contracts typically must be valued using model pricing due to the lack of actively quoted prices. The period for which actively quoted prices are available varies by commodity and pricing point, but is generally shorter for electricity than gas. Use of model pricing requires estimation surrounding factors such as volatility and future price expectations beyond the actively quoted portion of the price curve. In addition, some contracts do not have fixed notional amounts and therefore must be valued using estimates of volumes to be consumed by the counterparty.

        We attempt to mitigate these risks by using complex valuation tools, both external and proprietary, which allow us to model prices for periods for which active quotes are unavailable. These models are dynamic and are constantly updated with the most recent data to improve estimates of future expectations. We attempt to mitigate risks for contracts that do not contain fixed notional amounts by obtaining historical data and projecting expected consumption. These models incorporate expectations surrounding the impacts that weather may play in future consumption. We also have a Corporate Risk Management function within Cinergy that is independent of the marketing and trading function and is under the oversight of a risk policy committee comprised primarily of senior company executives. This group's function is to provide an independent evaluation of both forward price curves and the valuation of energy contracts.

        There is inherent risk in valuation modeling given the complexity and volatility of energy markets. Fair value accounting has risk, including its application to short-term contracts, as gains and losses recorded through its use are not yet realized. Therefore, it is possible that results in future periods may be materially different as contracts are ultimately settled.

61




Retail Customer Revenue Recognition

        Our retail revenues include amounts that are not yet billed to customers. Customers are billed throughout the month as both gas and electric meters are read. We recognize revenues for retail energy sales that have not yet been billed, but where gas or electricity has been consumed. This is termed "unbilled revenue" and is a widely recognized and accepted practice for utilities. In making our estimates of unbilled revenue, we must estimate the effect of weather on consumption. We use complex systems that consider various factors, including weather, in estimation of retail customer consumption at the end of each month. Given the use of these systems and the fact that customers are billed monthly, we believe it is unlikely that materially different results will occur in future periods when revenue is billed.


Accounting Changes

Business Combinations and Intangible Assets

        In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 141, Business Combinations (Statement 141), and No. 142, Goodwill and Other Intangible Assets (Statement 142). Statement 141 requires all business combinations initiated after June 30, 2001, to be accounted for using the purchase method. With the adoption of Statement 142, goodwill and other intangibles with indefinite lives will no longer be subject to amortization. Goodwill will be initially assessed for impairment shortly after adoption and at least annually thereafter by applying a fair-value-based test, as opposed to the undiscounted cash flow test applied under current accounting standards. This test must be applied at the "reporting unit" level, which is not permitted to be broader than the current business segments discussed in Note 16 of the "Notes to Financial Statements" in "Item 8. Financial Statements and Supplementary Data". Under Statement 142, an acquired intangible asset should be separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented, or exchanged, regardless of the acquirer's intent to do so. We began applying Statement 141 in the third quarter of 2001 and we will adopt Statement 142 in the first quarter of 2002. The discontinuance of amortization of goodwill beginning in the first quarter of 2002 will not be material to our results of operations. We have identified the reporting units for Cinergy and are in the process of performing the initial impairment test. Preliminary estimates indicate that the effects of this test will not be material to our results of operations.


Asset Retirement Obligations

        In July 2001, the FASB issued Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations (Statement 143). Statement 143 requires fair value recognition of legal obligations to retire long-lived assets at the time such obligations are incurred. The initial recognition of this liability will be accompanied by a corresponding increase in property, plant, and equipment. Subsequent to the initial recognition, the liability will be adjusted for any revisions to the expected cash flows of the retirement obligation (with corresponding adjustments to property, plant, and equipment), and for accretion of the liability due to the passage of time (recognized as an operation expense). Additional depreciation expense will be recorded prospectively for any property, plant, and equipment increases. We currently accrue costs of removal on many regulated, long-lived assets through depreciation expense, with a corresponding charge to accumulated depreciation, as allowed by each regulatory jurisdiction. For assets that we conclude have a retirement obligation under Statement 143, the accounting we currently use will be modified to comply with this standard. We will adopt Statement 143 in the first quarter of 2003. We are beginning to analyze the impact of this statement, but, at this time, we are unable to predict whether the implementation of this accounting standard will be material to our financial position or results of operations.

62




Derivatives

        During 1998, the FASB issued Statement 133. This standard was effective for Cinergy beginning in 2001, and requires us to record derivative instruments which are not exempt under certain provisions of Statement 133 as assets or liabilities, measured at fair value (i.e., mark-to-market). Our financial statements reflect the adoption of Statement 133 in the first quarter of 2001. Since many of our derivatives were previously required to use mark-to-market accounting, the effects of implementation were not material.

        Our adoption did not reflect the potential impact of applying mark-to-market accounting to selected electricity options and capacity contracts. We had not historically marked these instruments to market because they are intended as either hedges of peak period exposure or sales contracts served with physical generation, neither of which were considered trading activities. At adoption, we classified these contracts as normal purchases or sales based on our interpretation of Statement 133 and in the absence of definitive guidance on such contracts. In June 2001, the FASB staff issued guidance on the application of the normal purchases and sales exemption to electricity contracts containing characteristics of options. While much of the criteria this guidance requires is consistent with the existing guidance in Statement 133, some criteria were added. We adopted the new guidance in the third quarter of 2001, and the effects of implementation for these contracts were not material. We will continue to apply this guidance to any new electricity contracts that meet the definition of a derivative.

        In October 2001, the FASB staff posted revised guidance on the normal purchases and sales exemption for these contracts. This revised guidance proposed changes in certain quantitative criteria that were critical to determining whether or not a contract with option characteristics qualified for the normal exemption. In December 2001, the FASB staff again revised this guidance to make the changes proposed by the October guidance more qualitative than quantitative. This new guidance uses several factors to distinguish between capacity contracts, which qualify for the normal purchases and sales exemption, and options, which do not. These factors include deal tenor, pricing structure, specification of the source of power, and various other factors. Based on a review of existing contracts, we do not believe this revised guidance, which will be effective in the third quarter of 2002, will have a material impact on our financial position or results of operations upon adoption. However, given our activity in energy trading, it could increase volatility in future results.

        In October 2001, the FASB staff released final guidance on the applicability of the normal purchases and sales exemption to contracts that contain a minimum quantity (a forward component) and flexibility to take additional quantity (an option component). While this guidance was issued primarily to address optionality in fuel supply contracts, it is applicable to all derivatives (subject to certain exceptions for capacity contracts in electricity discussed in the previous paragraphs). This guidance concludes that such contracts are not eligible for the normal purchases and sales exemption due to the existence of optionality in the contract. Cinergy has certain contracts that contain optionality, primarily coal contracts, for which the accounting may be impacted by this new guidance. We will adopt this guidance in the second quarter of 2002, consistent with the transition provisions. We have begun analyzing contracts to determine the applicability of this guidance and to determine the interaction between this guidance and Statement 71. Due to a lack of liquidity with respect to coal purchased under certain contracts, some of our contracts may fail to meet the net settlement criteria of Statement 133, which would preclude such contracts from being considered derivatives. For other possibly affected contracts, we are evaluating the potential for contract restructuring prior to the adoption of this new guidance. To the extent this restructuring results in separate forwards and options, we would plan to apply the normal exemption to the forwards. The options would either be accounted for as cash flow hedges, to the extent all criteria were met, or marked to market similar to all other energy trading contracts. Given these evaluations are ongoing, we are unable to predict whether the implementation of this accounting standard will be material to our results of operations or financial position.

63




Asset Impairment

        In August 2001, the FASB issued Statement of Financial Accounting Standards No. 144, Accounting for the Impairment of Long-Lived Assets (Statement 144). Statement 144 addresses accounting and reporting for the impairment or disposal of long-lived assets. It supersedes previous guidance on (a) accounting for the impairment or disposal of long-lived assets and (b) accounting and reporting for the disposal of a segment of a business (commonly known as discontinued operations). While Statement 144 incorporates many of the impairment tests and criteria from previous guidance, it does include additional guidance and resolution of inconsistencies and overlaps with other pronouncements. These include adding clarity around when assets are considered held for disposal (which requires an immediate impairment charge if fair value is less than book value) and requiring the use of one accounting model for long-lived assets to be disposed of. We will begin applying Statement 144 in the first quarter of 2002. The impact of implementation on our results of operations and financial position is expected to be immaterial.


INSURANCE

        On September 11, 2001, the U.S. experienced terrorists' attacks which resulted in significant loss of life and property. As a result of this tragedy, insurers generally re-evaluated coverage limitations and premium levels. While Cinergy is anticipating increases in its current premiums, we do not expect a material change in the availability of coverage. Management does not believe potential premium increases will be material to our results of operations.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Reference is made to the "Market Risk Sensitive Instruments and Positions" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations".

64




INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

 
  Page
Number

FINANCIAL STATEMENTS    

Report of Independent Public Accountants

 

66

Cinergy Corp. and Subsidiaries

 

 
  Consolidated Statements of Income for the three years ended December 31, 2001   68
  Consolidated Balance Sheets at December 31, 2001 and 2000   69
  Consolidated Statements of Changes in Common Stock Equity for the three years ended December 31, 2001   71
  Consolidated Statements of Cash Flows for the three years ended December 31, 2001   72

The Cincinnati Gas & Electric Company and Subsidiaries

 

 
  Consolidated Statements of Income for the three years ended December 31, 2001   74
  Consolidated Balance Sheets at December 31, 2001 and 2000   75
  Consolidated Statements of Changes in Common Stock Equity for the three years ended December 31, 2001   77
  Consolidated Statements of Cash Flows for the three years ended December 31, 2001   78
  Consolidated Statements of Capitalization at December 31, 2001, and 2000   79

PSI Energy, Inc. and Subsidiary

 

 
  Consolidated Statements of Income for the three years ended December 31, 2001   82
  Consolidated Balance Sheets at December 31, 2001 and 2000   83
  Consolidated Statements of Changes in Common Stock Equity for the three years ended December 31, 2001   85
  Consolidated Statements of Cash Flows for the three years ended December 31, 2001   86
  Consolidated Statements of Capitalization at December 31, 2001, and 2000   87

The Union Light, Heat and Power Company

 

 
  Statements of Income for the three years ended December 31, 2001   90
  Balance Sheets at December 31, 2001 and 2000   91
  Statements of Changes in Common Stock Equity for the three years ended December 31, 2001   93
  Statements of Cash Flows for the three years ended December 31, 2001   94
  Statements of Capitalization at December 31, 2001, and 2000   95

Notes to Financial Statements

 

96

FINANCIAL STATEMENT SCHEDULES

 

 
  Schedule II—Valuation and Qualifying Accounts    
    Cinergy   162
    CG&E   163
    PSI   164
    ULH&P   165

The information required to be submitted in schedules other than those indicated above has been included in the Balance Sheets, the Statements of Income, related schedules, the notes thereto, or omitted as not required by the Rules of Regulation S-X.

65



ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of Cinergy Corp., The Cincinnati Gas & Electric Company, PSI Energy, Inc., and The Union Light, Heat and Power Company:

        We have audited the financial statements of Cinergy Corp. (a Delaware Corporation), The Cincinnati Gas & Electric Company (an Ohio Corporation), PSI Energy, Inc. (an Indiana Corporation) and The Union Light, Heat and Power Company (a Kentucky Corporation), as of December 31, 2001 and 2000, and each of the three years in the period ended December 31, 2001, as listed in the Index to Financial Statements and Financial Statement Schedules. These financial statements and the schedules referred to below are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cinergy Corp., The Cincinnati Gas & Electric Company, PSI Energy, Inc., and The Union Light, Heat and Power Company as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

        Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed in the Index to Financial Statements and Financial Statement Schedules pursuant to Item 14, are presented for purposes of complying with the Securities and Exchange Commission's Rules of 1934 and are not part of the basic financial statements. The schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.

Arthur Andersen LLP
Cincinnati, Ohio
January 24, 2002

66



CINERGY CORP.
AND SUBSIDIARY COMPANIES

67



CINERGY CORP.
CONSOLIDATED STATEMENTS OF INCOME

 
  2001
  2000
  1999
 
  (dollars in thousands, except per share amounts)

Operating Revenues                  
  Electric   $ 8,181,233   $ 5,384,082   $ 4,312,899
  Gas     4,662,916     2,941,753     1,596,146
  Other     78,388     96,129     28,843
   
 
 
      Total Operating Revenues     12,922,537     8,421,964     5,937,888
   
 
 
Operating Expenses                  
  Fuel and purchased and exchanged power     5,910,959     3,154,213     2,260,297
  Gas purchased     4,431,899     2,674,449     1,383,993
  Operation and maintenance     1,032,031     1,119,379     1,011,606
  Depreciation     378,140     343,949     323,268
  Taxes other than income taxes     227,652     268,346     265,501
   
 
 
      Total Operating Expenses     11,980,681     7,560,336     5,244,665
   
 
 
Operating Income     941,856     861,628     693,223
   
 
 
Equity in Earnings (Losses) of Unconsolidated Subsidiaries     2,266     5,048     58,021
Gain on Sale of Investment in Unconsolidated Subsidiary (Note 11)             99,272
Miscellaneous — Net     26,290     13,391     2,031
Interest     268,127     224,459     234,778
Preferred Dividend Requirement of Subsidiary Trust (Note 4)     1,067        
   
 
 
Income Before Taxes     701,218     655,608     617,769
   
 
 
Income Taxes (Note 12)     255,506     251,557     208,671
Preferred Dividend Requirements of Subsidiaries     3,433     4,585     5,457
   
 
 
Net Income   $ 442,279   $ 399,466   $ 403,641
   
 
 
Average Common Shares Outstanding     159,110     158,938     158,863
   
 
 
Earnings Per Common Share (Note 17)                  
  Net Income   $ 2.78   $ 2.51   $ 2.54
   
 
 
Earnings Per Common Share — Assuming Dilution (Note 17)                  
  Net Income   $ 2.75   $ 2.50   $ 2.53
   
 
 
Dividends Declared Per Common Share   $ 1.80   $ 1.80   $ 1.80
   
 
 

The accompanying notes as they relate to Cinergy Corp. are an integral part of these consolidated financial statements.

68



CINERGY CORP.
CONSOLIDATED BALANCE SHEETS

 
  December 31
 
  2001
  2000
 
  (dollars in thousands)

ASSETS            
Current Assets            
  Cash and cash equivalents   $ 111,067   $ 93,054
  Restricted deposits     8,055     4,195
  Notes receivable     31,173     35,945
  Accounts receivable less accumulated provision for doubtful accounts of $35,580 at December 31, 2001, and $29,951 at December 31, 2000 (Note 7)     1,123,214     1,623,402
  Materials, supplies, and fuel — at average cost     240,812     159,340
  Energy risk management current assets (Note 1(k))     449,397     1,438,233
  Prepayments and other     110,311     116,257
   
 
      Total Current Assets     2,074,029     3,470,426

Property, Plant, and Equipment — at Cost

 

 

 

 

 

 
  Utility plant in service     8,089,961     7,681,612
  Construction work in progress     464,560     323,350
   
 
    Total Utility Plant     8,554,521     8,004,962
  Non-regulated property, plant, and equipment     4,527,994     3,401,203
  Accumulated depreciation     4,845,620     4,586,089
   
 
      Net Property, Plant, and Equipment     8,236,895     6,820,076

Other Assets

 

 

 

 

 

 
  Regulatory assets (Note 1(c))     1,015,863     976,614
  Investments in unconsolidated subsidiaries     339,059     538,322
  Energy risk management non-current assets (Note 1(k))     134,445     37,228
  Other investments     164,155     146,986
  Goodwill     53,587     58,997
  Other intangible assets     22,250     18,500
  Other     259,530     262,579
   
 
      Total Other Assets     1,988,889     2,039,226

Total Assets

 

$

12,299,813

 

$

12,329,728
   
 

The accompanying notes as they relate to Cinergy Corp. are an integral part of these consolidated financial statements.

69


CINERGY CORP.
CONSOLIDATED BALANCE SHEETS

 
  December 31
 
 
  2001
  2000
 
 
  (dollars in thousands)

 
LIABILITIES AND SHAREHOLDERS' EQUITY              
Current Liabilities              
  Accounts payable   $ 1,029,173   $ 1,496,494  
  Accrued taxes     195,976     247,006  
  Accrued interest     56,216     47,351  
  Notes payable and other short-term obligations (Note 6)     1,155,786     1,128,657  
  Long-term debt due within one year (Note 5)     148,431     40,545  
  Energy risk management current liabilities (Note 1(k))     429,794     1,456,375  
  Other     127,375     106,679  
   
 
 
      Total Current Liabilities     3,142,751     4,523,107  

Non-Current Liabilities

 

 

 

 

 

 

 
  Long-term debt (Note 5)     3,596,730     2,876,367  
  Deferred income taxes (Note 12)     1,301,407     1,185,968  
  Unamortized investment tax credits     127,385     137,965  
  Accrued pension and other postretirement benefit costs (Note 10)     438,962     404,764  
  Energy risk management non-current liabilities (Note 1(k))     135,619     97,507  
  Other     246,340     252,255  
   
 
 
      Total Non-Current Liabilities     5,846,443     4,954,826  

Total Liabilities

 

 

8,989,194

 

 

9,477,933

 

Preferred Trust Securities (Note 4)

 

 

 

 

 

 

 
  Company obligated, mandatorily redeemable, preferred trust securities of subsidiary, holding solely debt securities of the company     306,327      

Cumulative Preferred Stock of Subsidiaries (Note 3)

 

 

 

 

 

 

 
  Not subject to mandatory redemption     62,833     62,834  

Common Stock Equity (Note 2)

 

 

 

 

 

 

 
  Common Stock — $.01 par value; authorized shares — 600,000,000; outstanding shares — 159,402,839 at December 31, 2001, and 158,967,661 at December 31, 2000     1,594     1,590  
  Paid-in capital     1,619,659     1,619,153  
  Retained earnings     1,337,135     1,179,113  
  Accumulated other comprehensive income (loss) (Note 19)     (16,929 )   (10,895 )
   
 
 
      Total Common Stock Equity     2,941,459     2,788,961  

Commitments and Contingencies (Note 13)

 

 

 

 

 

 

 

Total Liabilities and Shareholders' Equity

 

$

12,299,813

 

$

12,329,728

 
   
 
 

The accompanying notes as they relate to Cinergy Corp. are an integral part of these consolidated financial statements.

70



CINERGY CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK EQUITY

 
  Common
Stock

  Paid-in
Capital

  Retained
Earnings

  Accumulated
Other
Comprehensive
Income (Loss)

  Total
Common
Stock
Equity

 
 
  (dollars in thousands)

 
1999                                
Beginning balance   $ 1,587   $ 1,595,237   $ 945,214   $ (807 ) $ 2,541,231  
Comprehensive income:                                
  Net income             403,641         403,641  
  Other comprehensive income (loss), net of tax effect of $5,289 (Note 19)                                
    Foreign currency translation adjustment                 (9,781 )   (9,781 )
    Minimum pension liability adjustment                 (1,239 )   (1,239 )
    Unrealized gain (loss) on investment trusts                 2,086     2,086  
                           
 
  Total comprehensive income                     394,707  
Issuance of 258,867 shares of common stock — net     2     6,720             6,722  
Treasury shares purchased         (233 )           (233 )
Treasury shares reissued         3,660             3,660  
Dividends on common stock ($1.80 per share)             (284,545 )       (284,545 )
Other         (7,830 )   9         (7,821 )
   
 
 
 
 
 
Ending balance   $ 1,589   $ 1,597,554   $ 1,064,319   $ (9,741 ) $ 2,653,721  

2000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Comprehensive income:                                
  Net income             399,466         399,466  
  Other comprehensive income (loss), net of tax effect of $2,755 (Note 19)                                
    Foreign currency translation adjustment                 2,074     2,074  
    Minimum pension liability adjustment                 (1,099 )   (1,099 )
    Unrealized gain (loss) on investment trusts                 (2,129 )   (2,129 )
                           
 
  Total comprehensive income                     398,312  
Issuance of 44,262 shares of common stock — net     1     1,769             1,770  
Treasury shares purchased         (3,969 )           (3,969 )
Treasury shares reissued         11,008             11,008  
Dividends on common stock ($1.80 per share)             (285,242 )       (285,242 )
Other         12,791     570         13,361  
   
 
 
 
 
 
Ending balance   $ 1,590   $ 1,619,153   $ 1,179,113   $ (10,895 ) $ 2,788,961  

2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Comprehensive income:                                
  Net income             442,279         442,279  
  Other comprehensive income (loss), net of tax effect of $1,454 (Note 19)                                
    Foreign currency translation adjustment                 1,641     1,641  
    Minimum pension liability adjustment                 (1,555 )   (1,555 )
    Unrealized gain (loss) on investment trusts                 (841 )   (841 )
    Cumulative effect of change in accounting principle                 (2,500 )   (2,500 )
    Cash flow hedges (Note 1(l))                 (2,779 )   (2,779 )
                           
 
  Total comprehensive income                     436,245  
Issuance of 435,178 shares of common stock — net     4     9,896             9,900  
Treasury shares purchased         (10,015 )           (10,015 )
Treasury shares reissued         9,157             9,157  
Dividends on common stock ($1.80 per share)             (286,289 )       (286,289 )
Stock purchase contracts (Note 4)         (23,200 )           (23,200 )
Other         14,668     2,032         16,700  
   
 
 
 
 
 
Ending balance   $ 1,594   $ 1,619,659   $ 1,337,135   $ (16,929 ) $ 2,941,459  
   
 
 
 
 
 

The accompanying notes as they relate to Cinergy Corp. are an integral part of these consolidated financial statements.

71



CINERGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS

 
  2001
  2000
  1999
 
 
  (dollars in thousands)

 
Operating Activities                    
  Net income   $ 442,279   $ 399,466   $ 403,641  
  Items providing or (using) cash currently:                    
    Depreciation     378,140     343,949     323,268  
    Change in net position of energy risk management activities     (96,850 )   (22,533 )   (47,192 )
    Deferred income taxes and investment tax credits — net     124,577     47,404     96,067  
    Gain on sale of investment in unconsolidated subsidiary             (99,272 )
    Equity in earnings of unconsolidated subsidiaries     (2,266 )   (5,048 )   (44,904 )
    Allowance for equity funds used during construction     (8,628 )   (5,813 )   (3,633 )
    Regulatory assets deferrals     (141,324 )   (99,661 )   (306,340 )
    Regulatory assets amortization     118,508     92,856     103,116  
    Changes in current assets and current liabilities:                    
        Restricted deposits     (1,409 )   (3,567 )   2,959  
        Accounts and notes receivable, net of reserves on receivables sold     492,183     (963,309 )   (118,561 )
        Materials, supplies, and fuel     (81,465 )   46,409     (3,002 )
        Accounts payable     (469,965 )   761,557     61,590  
        Accrued taxes and interest     (42,165 )   25,737     (11,406 )
  Other items — net     (17,203 )   554     121,936  
   
 
 
 
      Net cash provided by (used in) operating activities     694,412     618,001     478,267  

Financing Activities

 

 

 

 

 

 

 

 

 

 
  Change in short-term debt     27,129     578,463     (353,506 )
  Issuance of long-term debt     940,785     126,420     829,948  
  Issuance of preferred trust securities     306,327          
  Redemption of long-term debt     (131,413 )   (234,247 )   (553,191 )
  Retirement of preferred stock of subsidiaries     (1 )   (29,393 )   (34 )
  Issuance of common stock     9,900     1,770     6,722  
  Dividends on common stock     (286,289 )   (285,242 )   (285,925 )
   
 
 
 
      Net cash provided by (used in) financing activities     866,438     157,771     (355,986 )

Investing Activities

 

 

 

 

 

 

 

 

 

 
  Construction expenditures (less allowance for equity funds used during construction)     (846,159 )   (514,193 )   (434,294 )
  Acquisitions and other investments     (696,678 )   (250,444 )   (396,491 )
  Sale of investment in unconsolidated subsidiary             690,269  
   
 
 
 
    Net cash provided by (used in) investing activities     (1,542,837 )   (764,637 )   (140,516 )

Net increase (decrease) in cash and cash equivalents

 

 

18,013

 

 

11,135

 

 

(18,235

)

Cash and cash equivalents at beginning of period

 

 

93,054

 

 

81,919

 

 

100,154

 
   
 
 
 
Cash and cash equivalents at end of period   $ 111,067   $ 93,054   $ 81,919  
   
 
 
 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

 

 

 

 

 
  Cash paid during the year for:                    
    Interest (net of amount capitalized)   $ 264,213   $ 223,666   $ 232,019  
    Income taxes   $ 153,092   $ 216,556   $ 130,179  

The accompanying notes as they relate to Cinergy Corp. are an integral part of these consolidated financial statements.

72



THE CINCINNATI GAS & ELECTRIC COMPANY
AND SUBSIDIARY COMPANIES

73



THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATED STATEMENTS OF INCOME

 
  2001
  2000
  1999
 
 
  (dollars in thousands)

 
Operating Revenues                    
  Electric   $ 4,097,347   $ 2,738,775   $ 2,174,861  
  Gas     596,429     490,972     376,013  
   
 
 
 
      Total Operating Revenues     4,693,776     3,229,747     2,550,874  

Operating Expenses

 

 

 

 

 

 

 

 

 

 
  Fuel and purchased and exchanged power     2,881,962     1,554,959     1,066,490  
  Gas purchased     396,764     266,339     171,997  
  Operation and maintenance     442,173     491,545     445,737  
  Depreciation     186,986     180,978     174,988  
  Taxes other than income taxes     174,320     208,385     212,193  
   
 
 
 
      Total Operating Expenses     4,082,205     2,702,206     2,071,405  

Operating Income

 

 

611,571

 

 

527,541

 

 

479,469

 

Miscellaneous — Net

 

 

4,657

 

 

(2,119

)

 

(2,480

)
Interest     103,047     99,204     99,737  

Income Before Taxes

 

 

513,181

 

 

426,218

 

 

377,252

 

Income Taxes (Note 12)

 

 

186,527

 

 

159,398

 

 

143,676

 
   
 
 
 

Net Income

 

$

326,654

 

$

266,820

 

$

233,576

 

Preferred Dividend Requirement

 

 

846

 

 

847

 

 

856

 
   
 
 
 

Net Income Applicable to Common Stock

 

$

325,808

 

$

265,973

 

$

232,720

 
   
 
 
 

The accompanying notes as they relate to The Cincinnati Gas & Electric Company are an integral part of these consolidated financial statements.

74



THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATED BALANCE SHEETS

 
  December 31
 
  2001
  2000
 
  (dollars in thousands)

ASSETS            
Current Assets            
  Cash and cash equivalents   $ 9,074   $ 20,637
  Restricted deposits     3,540     160
  Notes receivable from affiliated companies         91,732
  Accounts receivable less accumulated provision for doubtful accounts of $25,874 at December 31, 2001, and $19,044 at December 31, 2000 (Note 7)     332,970     494,501
  Accounts receivable from affiliated companies     12,112     26,743
  Materials, supplies, and fuel — at average cost     138,119     99,061
  Energy risk management current assets (Note 1(k))     44,360     697,488
  Prepayments and other     13,087     39,320
   
 
        Total Current Assets     553,262     1,469,642

Property, Plant, and Equipment — at Cost

 

 

 

 

 

 
  Utility plant in service            
    Electric     2,000,595     1,905,795
    Gas     926,381     865,303
    Common     253,978     211,424
   
 
      Total Utility Plant In Service     3,180,954     2,982,522
  Construction work in progress     96,247     132,577
   
 
      Total Utility Plant     3,277,201     3,115,099
  Non-regulated property, plant, and equipment     3,314,285     3,181,076
  Accumulated depreciation     2,555,639     2,444,867
   
 
        Net Property, Plant, and Equipment     4,035,847     3,851,308

Other Assets

 

 

 

 

 

 
  Regulatory assets (Note 1(c))     592,491     502,328
  Energy risk management non-current assets (Note 1(k))     48,982     7,000
  Other     129,162     156,692
   
 
        Total Other Assets     770,635     666,020

Total Assets

 

$

5,359,744

 

$

5,986,970
   
 

The accompanying notes as they relate to The Cincinnati Gas & Electric Company are an integral part of these consolidated financial statements.

75



THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATED BALANCE SHEETS

 
  December 31
 
 
  2001
  2000
 
 
  (dollars in thousands)

 
LIABILITIES AND SHAREHOLDER'S EQUITY              
Current Liabilities              
  Accounts payable   $ 352,450   $ 543,006  
  Accounts payable to affiliated companies     30,419     23,927  
  Accrued taxes     116,616     152,750  
  Accrued interest     16,570     17,645  
  Notes payable and other short-term obligations (Note 6)     196,100     264,000  
  Notes payable to affiliated companies     444,801     163,478  
  Long-term debt due within one year (Note 5)     100,000     1,200  
  Energy risk management current liabilities (Note 1(k))     23,341     717,902  
  Other     33,217     37,603  
   
 
 
        Total Current Liabilities     1,313,514     1,921,511  

Non-Current Liabilities

 

 

 

 

 

 

 
  Long-term debt (Note 5)     1,105,333     1,205,061  
  Deferred income taxes (Note 12)     779,295     735,799  
  Unamortized investment tax credits     91,246     98,624  
  Accrued pension and other postretirement benefit costs (Note 10)     165,326     164,901  
  Energy risk management non-current liabilities (Note 1(k))     41,773     26,337  
  Other     105,681     118,421  
   
 
 
        Total Non-Current Liabilities     2,288,654     2,349,143  

Total Liabilities

 

 

3,602,168

 

 

4,270,654

 

Cumulative Preferred Stock

 

 

 

 

 

 

 
  Not subject to mandatory redemption     20,486     20,486  

Common Stock Equity (Note 2)

 

 

 

 

 

 

 
    Common Stock — $8.50 par value; authorized shares — 120,000,000; outstanding shares — 89,663,086 at December 31, 2001, and December 31, 2000     762,136     762,136  
    Paid-in capital     571,926     565,777  
    Retained earnings     408,706     368,911  
    Accumulated other comprehensive income (loss)     (5,678 )   (994 )
   
 
 
        Total Common Stock Equity     1,737,090     1,695,830  

Commitments and Contingencies (Note 13)

 

 

 

 

 

 

 

Total Liabilities and Shareholder's Equity

 

$

5,359,744

 

$

5,986,970

 
   
 
 

The accompanying notes as they relate to The Cincinnati Gas & Electric Company are an integral part of these consolidated financial statements.

76



THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK EQUITY

 
  Common
Stock

  Paid-in
Capital

  Retained
Earnings

  Accumulated
Other
Comprehensive
Income (Loss)

  Total
Common
Stock
Equity

 
 
  (dollars in thousands)

 
1999                                
Beginning balance   $ 762,136   $ 553,926   $ 351,505   $ (1,124 ) $ 1,666,443  
Comprehensive income:                                
  Net income             233,576         233,576  
  Other comprehensive income (loss), net of tax effect of $(85)                                
    Minimum pension liability adjustment                 158     158  
                           
 
  Total comprehensive income                     233,734  

Dividends on preferred stock

 

 


 

 


 

 

(856

)

 


 

 

(856

)
Dividends on common stock             (250,100 )       (250,100 )
Contribution from parent company for reallocation of taxes         8,920             8,920  
Other         5     1,019         1,024  
   
 
 
 
 
 
Ending balance   $ 762,136   $ 562,851   $ 335,144   $ (966 ) $ 1,659,165  

2000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Comprehensive income:                                
  Net income             266,820         266,820  
  Other comprehensive income (loss), net of tax effect of $15                                
    Minimum pension liability adjustment                 (28 )   (28 )
                           
 
  Total comprehensive income                     266,792  

Dividends on preferred stock

 

 


 

 


 

 

(847

)

 


 

 

(847

)
Dividends on common stock             (232,334 )       (232,334 )
Contribution from parent company for reallocation of taxes         2,894             2,894  
Other         32     128         160  
   
 
 
 
 
 
Ending balance   $ 762,136   $ 565,777   $ 368,911   $ (994 ) $ 1,695,830  

2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Comprehensive income:                                
  Net income             326,654         326,654  
  Other comprehensive income (loss), net of tax effect of $2,970                                
    Minimum pension liability adjustment                 134     134  
    Unrealized gain (loss) on investment trust                 461     461  
    Cumulative effect of change in accounting principle                 (2,500 )   (2,500 )
    Cash flow hedges (Note 1(l))                 (2,779 )   (2,779 )
                           
 
  Total comprehensive income                     321,970  

Dividends on preferred stock

 

 


 

 


 

 

(846

)

 


 

 

(846

)
Dividends on common stock             (286,269 )       (286,269 )
Contribution from parent company for reallocation of taxes         6,149             6,149  
Other             256         256  
   
 
 
 
 
 
Ending balance   $ 762,136   $ 571,926   $ 408,706   $ (5,678 ) $ 1,737,090  
   
 
 
 
 
 

The accompanying notes as they relate to The Cincinnati Gas & Electric Company are an integral part of these consolidated financial statements.

77


THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS

 
  2001
  2000
  1999
 
 
  (dollars in thousands)

 
Operating Activities                    
  Net income   $ 326,654   $ 266,820   $ 233,576  
  Items providing or (using) cash currently:                    
    Depreciation     186,986     180,978     174,988  
    Deferred income taxes and investment tax credits — net     43,834     36,238     2,366  
    Change in net position of energy risk management activities     (67,979 )   (7,077 )   (27,245 )
    Allowance for equity funds used during construction     (2,672 )   (4,459 )   (2,565 )
    Regulatory assets deferrals     (116,365 )   (35,777 )   (11,868 )
    Regulatory assets amortization     55,867     18,154     26,193  
    Changes in current assets and current liabilities:                    
      Restricted deposits     (3,380 )   (28 )   1,040  
      Accounts and notes receivable, net of reserves on receivables sold     174,385     (235,094 )   (66,682 )
      Materials, supplies, and fuel     (39,058 )   (62 )   16,295  
      Accounts payable     (184,064 )   248,562     22,462  
      Accrued taxes and interest     (37,209 )   16,902     (18,533 )
    Other items — net     (3,900 )   (21,282 )   48,981  
   
 
 
 
      Net cash provided by (used in) operating activities     333,099     463,875     399,008  
   
 
 
 
Financing Activities                    
  Change in short-term debt, including net affiliate notes     305,155     40,684     173,117  
  Issuance of long-term debt             19,818  
  Redemption of long-term debt     (1,200 )       (164,264 )
  Retirement of preferred stock         (168 )   (26 )
  Dividends on preferred stock     (845 )   (847 )   (856 )
  Dividends on common stock     (286,269 )   (232,334 )   (250,100 )
   
 
 
 
      Net cash provided by (used in) financing activities     16,841     (192,665 )   (222,311 )
   
 
 
 
Investing Activities                    
  Construction expenditures (less allowance for equity funds used during construction)     (361,503 )   (260,127 )   (194,132 )
   
 
 
 
      Net cash provided by (used in) investing activities     (361,503 )   (260,127 )   (194,132 )
   
 
 
 
Net increase (decrease) in cash and cash equivalents     (11,563 )   11,083     (17,435 )
Cash and cash equivalents at beginning of period     20,637     9,554     26,989  
   
 
 
 
Cash and cash equivalents at end of period   $ 9,074   $ 20,637   $ 9,554  
   
 
 
 
Supplemental Disclosure of Cash Flow Information                    
  Cash paid during the year for:                    
    Interest (net of amount capitalized)   $ 108,079   $ 99,009   $ 101,264  
    Income taxes   $ 147,471   $ 121,158   $ 159,241  

The accompanying notes as they relate to The Cincinnati Gas & Electric Company are an integral part of these consolidated financial statements.

78


THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATED STATEMENTS OF CAPITALIZATION

 
  December 31
 
 
  2001
  2000
 
 
  (dollars in thousands)

 
Long-term Debt (excludes current portion)              
  CG&E              
    First Mortgage Bonds:              
      71/4 % Series due September 1, 2002   $   $ 100,000  
      6.45% Series due February 15, 2004     110,000     110,000  
      7.20% Series due October 1, 2023     265,500     265,500  
      5.45% Series due January 1, 2024 (Pollution Control)     46,700     46,700  
      51/2 % Series due January 1, 2024 (Pollution Control)     48,000     48,000  
   
 
 
        Total First Mortgage Bonds     470,200     570,200  
   
Pollution Control Notes:

 

 

 

 

 

 

 
      6.50% due November 15, 2022     12,721     12,721  
    Other Long-term Debt:              
      Liquid Asset Notes with Coupon Exchange due October 1, 2007 (Executed interest rate swap set at 6.87% through maturity commencing at October 19, 2000)     100,000     100,000  
      6.40% Debentures due April 1, 2008     100,000     100,000  
      6.90% Debentures due June 1, 2025 (Redeemable at the option of the holders on June 1, 2005)     150,000     150,000  
      8.28% Junior Subordinated Debentures due July 1, 2025     100,000     100,000  
      6.35% Debentures due June 15, 2038 (Interest rate resets June 15, 2003)     100,000     100,000  
   
 
 
        Total Other Long-term Debt     550,000     550,000  
   
Unamortized Premium and Discount — Net

 

 

(2,209

)

 

(2,449

)
   
 
 
        Total Long-term Debt     1,030,712     1,130,472  

ULH&P

 

 

 

 

 

 

 
    Other Long-term Debt:              
      6.11  % Debentures due December 8, 2003     20,000     20,000  
      6.50  % Debentures due April 30, 2008     20,000     20,000  
      7.65  % Debentures due July 15, 2025     15,000     15,000  
      7.875% Debentures due September 15, 2009     20,000     20,000  
   
 
 
        Total Other Long-term Debt     75,000     75,000  
    Unamortized Premium and Discount — Net     (379 )   (411 )
   
 
 
        Total Long-term Debt     74,621     74,589  
Total CG&E Consolidated Long-term Debt   $ 1,105,333   $ 1,205,061  
   
 
 

79


THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATED STATEMENTS OF CAPITALIZATION (cont.)

Cumulative Preferred Stock

   
   
   
   
 
   
   
  December 31
 
Par/Stated
Value

  Authorized
Shares

  Shares
Outstanding at
December 31, 2001

   
  Mandatory
Redemption

 
  Series
  2001
  2000
 
 
   
   
   
   
  (dollars in thousands)

 
$100   6,000,000   204,859   4% - 43/4%   No   $ 20,486   $ 20,486  

Common Stock Equity

 

 

 

 

 

 

 
  Common Stock — $8.50 par value; authorized shares — 120,000,000; outstanding shares — 89,663,086 at December 31, 2001, and December 31, 2000   $ 762,136   $ 762,136  
  Paid-in capital     571,926     565,777  
  Retained earnings     408,706     368,911  
  Accumulated other comprehensive income (loss)     (5,678 )   (994 )
                   
 
 
    Total Common Stock Equity     1,737,090     1,695,830  
     
Total Capitalization

 

$

2,862,909

 

$

2,921,377

 
                   
 
 

The accompanying notes as they relate to The Cincinnati Gas & Electric Company are an integral part of these consolidated financial statements.

80



PSI ENERGY, INC.
AND SUBSIDIARY COMPANY

81



PSI ENERGY, INC.

CONSOLIDATED STATEMENTS OF INCOME

 
  2001
  2000
  1999
 
  (dollars in thousands)

Operating Revenues                  
  Electric   $ 4,075,024   $ 2,684,197   $ 2,135,706

Operating Expenses

 

 

 

 

 

 

 

 

 
  Fuel and purchased and exchanged power     3,132,494     1,724,656     1,213,653
  Operation and maintenance     413,275     463,649     461,779
  Depreciation     149,467     141,512     135,330
  Taxes other than income taxes     49,955     56,908     52,920
   
 
 
      Total Operating Expenses     3,745,191     2,386,725     1,863,682

Operating Income

 

 

329,833

 

 

297,472

 

 

272,024

Miscellaneous — Net

 

 

19,541

 

 

4,723

 

 

655
Interest     80,955     78,250     86,265

Income Before Taxes

 

 

268,419

 

 

223,945

 

 

186,414

Income Taxes (Note 12)

 

 

106,086

 

 

88,547

 

 

69,215
   
 
 

Net Income

 

$

162,333

 

$

135,398

 

$

117,199

Preferred Dividend Requirement

 

 

2,587

 

 

3,738

 

 

4,601
   
 
 
Net Income Applicable to Common Stock   $ 159,746   $ 131,660   $ 112,598
   
 
 

The accompanying notes as they relate to PSI Energy, Inc. are an integral part of these consolidated financial statements.

82



PSI ENERGY, INC.
CONSOLIDATED BALANCE SHEETS

 
  December 31
 
  2001
  2000
 
  (dollars in thousands)

ASSETS            
Current Assets            
  Cash and cash equivalents   $ 1,587   $ 1,311
  Restricted deposits     519     341
  Notes receivable         3
  Notes receivable from affiliated companies     444,801     12,798
  Accounts receivable less accumulated provision for doubtful accounts of $6,773 at December 31, 2001, and $9,317 at December 31, 2000 (Note 7)     336,994     464,930
  Accounts receivable from affiliated companies     10,470     5,385
  Materials, supplies, and fuel — at average cost     87,661     53,838
  Energy risk management current assets (Note 1(k))     28,201     697,488
  Prepayments and other     41,041     49,049
   
 
        Total Current Assets     951,274     1,285,143

Property, Plant, and Equipment — at Cost

 

 

 

 

 

 
  Utility plant in service     4,909,007     4,699,090
  Construction work in progress     368,313     190,773
   
 
    Total Utility Plant     5,277,320     4,889,863
  Accumulated depreciation     2,216,908     2,110,747
   
 
        Net Property, Plant, and Equipment     3,060,412     2,779,116

Other Assets

 

 

 

 

 

 
  Regulatory assets (Note 1(c))     423,372     474,286
  Energy risk management non-current assets (Note 1(k))     30,164     7,000
  Other investments     57,633     51,343
  Other     47,927     32,887
   
 
        Total Other Assets     559,096     565,516

Total Assets

 

$

4,570,782

 

$

4,629,775
   
 

The accompanying notes as they relate to PSI Energy, Inc. are an integral part of these consolidated financial statements.

83



PSI ENERGY, INC.
CONSOLIDATED BALANCE SHEETS

 
  December 31
 
 
  2001
  2000
 
 
  (dollars in thousands)

 
LIABILITIES AND SHAREHOLDER'S EQUITY              
Current Liabilities              
  Accounts payable   $ 312,707   $ 392,206  
  Accounts payable to affiliated companies     27,370     32,448  
  Accrued taxes     102,317     80,995  
  Accrued interest     23,760     23,708  
  Notes payable and other short-term obligations (Note 6)     148,600     188,391  
  Notes payable to affiliated companies     422,263     146,381  
  Long-term debt due within one year (Note 5)     23,000     38,325  
  Energy risk management current liabilities (Note 1(k))     23,185     717,902  
  Other     41,695     12,748  
   
 
 
        Total Current Liabilities     1,124,897     1,633,104  

Non-Current Liabilities

 

 

 

 

 

 

 
  Long-term debt (Note 5)     1,325,089     1,074,255  
  Deferred income taxes (Note 12)     486,694     458,593  
  Unamortized investment tax credits     36,139     39,341  
  Accrued pension and other postretirement benefit costs (Note 10)     154,799     143,990  
  Energy risk management non-current liabilities (Note 1(k))     41,773     26,337  
  Other     63,557     78,112  
   
 
 
        Total Non-Current Liabilities     2,108,051     1,820,628  

Total Liabilities

 

 

3,232,948

 

 

3,453,732

 

Cumulative Preferred Stock (Note 3)

 

 

 

 

 

 

 
  Not subject to mandatory redemption     42,347     42,348  

Common Stock Equity (Note 2)

 

 

 

 

 

 

 
  Common Stock — without par value; $.01 stated value; authorized shares — 60,000,000; outstanding shares — 53,913,701 at December 31, 2001, and December 31, 2000     539     539  
  Paid-in capital     416,414     413,523  
  Retained earnings     880,129     720,153  
  Accumulated other comprehensive income (loss)     (1,595 )   (520 )
   
 
 
        Total Common Stock Equity     1,295,487     1,133,695  

Commitments and Contingencies (Note 13)

 

 

 

 

 

 

 

Total Liabilities and Shareholder's Equity

 

$

4,570,782

 

$

4,629,775

 
   
 
 

The accompanying notes as they relate to PSI Energy, Inc. are an integral part of these consolidated financial statements.

84



PSI ENERGY, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK EQUITY

 
  Common
Stock

  Paid-in
Capital

  Retained
Earnings

  Accumulated
Other
Comprehensive
Income (Loss)

  Total
Common
Stock
Equity

 
 
  (dollars in thousands)

 
1999                                
Beginning balance   $ 539   $ 410,739   $ 564,865   $ (495 ) $ 975,648  

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Net income             117,199         117,199  
  Other comprehensive income (loss), net of tax effect of $(418)                                
    Minimum pension liability adjustment                 (163 )   (163 )
    Unrealized gain (loss) on investment trust                 2,049     2,049  
                           
 
  Total comprehensive income                     119,085  

Dividends on preferred stock

 

 


 

 


 

 

(4,601

)

 


 

 

(4,601

)
Dividends on common stock             (35,900 )       (35,900 )
Contribution from parent company for reallocation of taxes         457             457  
Other         2     1,006         1,008  
   
 
 
 
 
 
Ending balance   $ 539   $ 411,198   $ 642,569   $ 1,391   $ 1,055,697  

2000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Comprehensive income:                                
  Net income             135,398         135,398  
  Other comprehensive income (loss), net of tax effect of $584                                
    Minimum pension liability adjustment                 (47 )   (47 )
    Unrealized gain (loss) on investment trust                 (1,864 )   (1,864 )
                           
 
  Total comprehensive income                     133,487  

Dividends on preferred stock

 

 


 

 


 

 

(3,738

)

 


 

 

(3,738

)
Dividends on common stock             (54,000 )       (54,000 )
Contribution from parent company for reallocation of taxes         1,989             1,989  
Other         336     (76 )       260  
   
 
 
 
 
 
Ending balance   $ 539   $ 413,523   $ 720,153   $ (520 ) $ 1,133,695  

2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Comprehensive income:                                
  Net income             162,333         162,333  
  Other comprehensive income (loss), net of tax effect of $538                                
    Minimum pension liability adjustment                 (49 )   (49 )
    Unrealized gain (loss) on investment trusts                 (1,026 )   (1,026 )
                           
 
  Total comprehensive income                     161,258  

Dividends on preferred stock

 

 


 

 


 

 

(2,587

)

 


 

 

(2,587

)
Contribution from parent company for reallocation of taxes         2,894             2,894  
Other         (3 )   230         227  
   
 
 
 
 
 
Ending balance   $ 539   $ 416,414   $ 880,129   $ (1,595 ) $ 1,295,487  
   
 
 
 
 
 

The accompanying notes as they relate to PSI Energy, Inc. are an integral part of these consolidated financial statements.

85



PSI ENERGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

 
  2001
  2000
  1999
 
 
  (dollars in thousands)

 
Operating Activities                    
  Net income   $ 162,333   $ 135,398   $ 117,199  
  Items providing or (using) cash currently:                    
    Depreciation     149,467     141,512     135,330  
    Deferred income taxes and investment tax credits — net     41,543     (6,582 )   102,878  
    Change in net position of energy risk management activities     (33,158 )   (7,077 )   (27,245 )
    Allowance for equity funds used during construction     (5,956 )   (1,354 )   (1,068 )
    Regulatory assets deferrals     (24,959 )   (63,884 )   (294,472 )
    Regulatory assets amortization     62,641     74,702     76,923  
    Changes in current assets and current liabilities:                    
      Restricted deposits     (178 )   (341 )   2,414  
      Accounts and notes receivable, net of reserves on receivables sold     119,311     (178,453 )   (74,847 )
      Materials, supplies, and fuel     (33,823 )   49,652     (23,045 )
      Accounts payable     (84,577 )   176,820     (270 )
      Accrued taxes and interest     21,374     (15,342 )   32,809  
  Other items — net     14,153     34,064     77,447  
   
 
 
 
      Net cash provided by (used in) operating activities     388,171     339,115     124,053  

Financing Activities

 

 

 

 

 

 

 

 

 

 
  Change in short-term debt, including net affiliate notes     (195,912 )   143,030     (80,140 )
  Issuance of long-term debt     322,471     53,075     589,225  
  Redemption of long-term debt     (89,248 )   (187,097 )   (379,484 )
  Retirement of preferred stock     (1 )   (29,225 )   (8 )
  Dividends on preferred stock     (2,587 )   (3,738 )   (4,601 )
  Dividends on common stock         (54,000 )   (35,900 )
   
 
 
 
      Net cash provided by (used in) financing activities     34,723     (77,955 )   89,092  

Investing Activities

 

 

 

 

 

 

 

 

 

 
  Construction expenditures (less allowance for equity funds used during construction)     (414,047 )   (259,394 )   (189,207 )
  Other investments     (8,571 )   (9,297 )   (33,884 )
   
 
 
 
      Net cash provided by (used in) investing activities     (422,618 )   (268,691 )   (223,091 )

Net increase (decrease) in cash and cash equivalents

 

 

276

 

 

(7,531

)

 

(9,946

)

Cash and cash equivalents at beginning of period

 

 

1,311

 

 

8,842

 

 

18,788

 
   
 
 
 

Cash and cash equivalents at end of period

 

$

1,587

 

$

1,311

 

$

8,842

 
   
 
 
 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

 

 

 

 

 
  Cash paid during the year for:                    
    Interest (net of amount capitalized)   $ 84,306   $ 80,854   $ 86,256  
    Income taxes   $ 41,419   $ 112,210   $ (54,099 )

The accompanying notes as they relate to PSI Energy, Inc. are an integral part of these consolidated financial statements.

86



PSI ENERGY, INC.
CONSOLIDATED STATEMENTS OF CAPITALIZATION

 
  December 31
 
 
  2001
  2000
 
 
  (dollars in thousands)

 
Long-term Debt (excludes current portion)              
 
First Mortgage Bonds:

 

 

 

 

 

 

 
    Series ZZ, 53/4% due February 15, 2028 (Pollution Control)   $ 50,000   $ 50,000  
    Series AAA, 71/8% due February 1, 2024     30,000     30,000  
    Series BBB, 8.0% due July 15, 2009     124,665     124,665  
    Series CCC, 8.85% due January 15, 2022     53,055     53,055  
    Series DDD, 8.31% due September 1, 2032     38,000     38,000  
    Series EEE, 6.65% due June 15, 2006     325,000      
   
 
 
        Total First Mortgage Bonds     620,720     295,720  
 
Secured Medium-term Notes:

 

 

 

 

 

 

 
    Series A, 8.37% to 8.81%, due November 8, 2006 to June 1, 2022     34,300     57,300  
    Series B, 5.93% to 8.24%, due September 17, 2003 to August 22, 2022     126,000     126,000  
   
 
 
      (Series A and B, 7.105% weighted average interest rate and 8 year weighted average remaining life)              
        Total Secured Medium-term Notes     160,300     183,300  
 
Other Long-term Debt:

 

 

 

 

 

 

 
    Series 2000A, Pollution Control Revenue Refunding Bond, due May 1, 2035     44,025     44,025  
    Series 2000B, Pollution Control Revenue Refunding Bond, due April 1, 2022     10,000     10,000  
    6.35% Debentures due November 15, 2006     50     50  
    6.00% Debentures due December 14, 2016 (Note 5)         50,000  
    6.50% Synthetic Putable Yield Securities due August 1, 2026 (Interest rate resets August 1, 2005)     50,000     50,000  
    7.25% Junior Maturing Principal Securities due March 15, 2028     2,658     2,658  
    6.00% Rural Utilities Service (RUS) Obligation payable in annual installments     83,004     83,927  
    6.52% Senior Notes due March 15, 2009     97,342     97,342  
    7.85% Debentures due October 15, 2007     265,000     265,000  
   
 
 
        Total Other Long-term Debt     552,079     603,002  
 
Unamortized Premium and Discount — Net

 

 

(8,010

)

 

(7,767

)
   
 
 
        Total Long-term Debt     1,325,089     1,074,255  

87


PSI ENERGY, INC.
CONSOLIDATED STATEMENTS OF CAPITALIZATION (cont.)

Cumulative Preferred Stock

   
   
   
   
 
   
   
  December 31
 
Par/Stated
Value

  Authorized
Shares

  Shares
Outstanding at
December 31, 2001

   
  Mandatory
Redemption

 
  Series
  2001
  2000
 
 
   
   
   
   
  (dollars in thousands)

 
$100   5,000,000   347,581   31/2% - 67/8%   No   $ 34,758   $ 34,759  
$25   5,000,000   303,544   4.16% – 4.32%   No     7,589     7,589  
                   
 
 
    Total Preferred Stock     42,347     42,348  

Common Stock Equity

 

 

 

 

 

 

 
  Common Stock — without par value; $0.01 stated value; authorized shares — 60,000,000; outstanding shares — 53,913,701 at December 31, 2001, and December 31, 2000   $ 539   $ 539  
  Paid-in capital     416,414     413,523  
  Retained earnings     880,129     720,153  
  Accumulated other comprehensive income (loss)     (1,595 )   (520 )
                   
 
 
    Total Common Stock Equity     1,295,487     1,133,695  
      Total Capitalization   $ 2,662,923   $ 2,250,298  
                   
 
 

The accompanying notes as they relate to PSI Energy, Inc. are an integral part of these consolidated financial statements.

88



THE UNION LIGHT, HEAT
AND POWER COMPANY

89



THE UNION LIGHT, HEAT AND POWER COMPANY
STATEMENTS OF INCOME

 
  2001
  2000
  1999
 
 
  (dollars in thousands)

 
Operating Revenues                    
  Electric   $ 230,960   $ 225,601   $ 210,234  
  Gas     109,333     91,950     70,728  
   
 
 
 
Total Operating Revenues     340,293     317,551     280,962  

Operating Expenses

 

 

 

 

 

 

 

 

 

 
  Electricity purchased from parent company for resale (Note 1(o))     151,562     159,915     158,556  
  Gas purchased     72,593     51,591     34,690  
  Operation and maintenance     39,501     40,699     38,611  
  Depreciation     17,039     15,685     14,830  
  Taxes other than income taxes     3,901     3,938     4,136  
   
 
 
 
Total Operating Expenses     284,596     271,828     250,823  

Operating Income

 

 

55,697

 

 

45,723

 

 

30,139

 

Miscellaneous — Net

 

 

239

 

 

(982

)

 

(1,567

)
Interest     6,313     6,308     6,114  

Income Before Taxes

 

 

49,623

 

 

38,433

 

 

22,458

 

Income Taxes (Note 12)

 

 

13,699

 

 

13,801

 

 

10,184

 
   
 
 
 

Net Income

 

$

35,924

 

$

24,632

 

$

12,274

 
   
 
 
 

The accompanying notes as they relate to The Union Light, Heat and Power Company are an integral part of these financial statements.

90



THE UNION LIGHT, HEAT AND POWER COMPANY
BALANCE SHEETS

 
  December 31
 
  2001
  2000
 
  (dollars in thousands)

ASSETS            
Current Assets            
  Cash and cash equivalents   $ 4,099   $ 6,460
  Accounts receivable less accumulated provision for doubtful accounts of $1,196 at December 31, 2001, and $1,492 at December 31, 2000 (Note 7)     16,785     28,518
  Accounts receivable from affiliated companies     2,401     2,279
  Materials, supplies, and fuel — at average cost     10,835     6,300
  Prepayments and other     300     274
   
 
        Total Current Assets     34,420     43,831

Property, Plant, and Equipment — at Cost

 

 

 

 

 

 
  Utility plant in service            
    Electric     248,223     234,482
    Gas     197,301     184,878
    Common     50,289     44,603
   
 
      Total Utility Plant In Service     495,813     463,963
  Construction work in progress     11,004     15,069
   
 
      Total Utility Plant     506,817     479,032
  Accumulated depreciation     178,567     169,403
   
 
        Net Property, Plant, and Equipment     328,250     309,629

Other Assets

 

 

 

 

 

 
  Regulatory assets (Note 1(c))     7,838     10,177
  Other     6,582     5,110
   
 
        Total Other Assets     14,420     15,287

Total Assets

 

$

377,090

 

$

368,747
   
 

The accompanying notes as they relate to The Union Light, Heat and Power Company are an integral part of these financial statements.

91



THE UNION LIGHT, HEAT AND POWER COMPANY
BALANCE SHEETS

 
  December 31
 
 
  2001
  2000
 
 
  (dollars in thousands)

 
LIABILITIES AND SHAREHOLDER'S EQUITY              
Current Liabilities              
  Accounts payable   $ 7,960   $ 24,249  
  Accounts payable to affiliated companies     16,156     20,192  
  Accrued taxes     7,051     (5,760 )
  Accrued interest     643     1,215  
  Notes payable to affiliated companies     26,432     29,403  
  Other     5,322     11,669  
   
 
 
        Total Current Liabilities     63,564     80,968  

Non-Current Liabilities

 

 

 

 

 

 

 
  Long-term debt (Note 5)     74,621     74,589  
  Deferred income taxes (Note 12)     28,323     35,822  
  Unamortized investment tax credits     3,411     3,684  
  Accrued pension and other postretirement benefit costs (Note 10)     13,198     13,041  
  Amounts due to customers — income taxes     7,148     7,439  
  Other     14,622     6,016  
   
 
 
        Total Non-Current Liabilities     141,323     140,591  

Total Liabilities

 

 

204,887

 

 

221,559

 

Common Stock Equity (Note 2)

 

 

 

 

 

 

 
  Common Stock — $15.00 par value; authorized shares — 1,000,000; outstanding shares — 585,333 at December 31, 2001, and December 31, 2000     8,780     8,780  
  Paid-in capital     21,111     20,305  
  Retained earnings     142,320     118,103  
  Accumulated other comprehensive income (loss)     (8 )    
   
 
 
        Total Common Stock Equity     172,203     147,188  

Commitments and Contingencies (Note 13)

 

 

 

 

 

 

 

Total Liabilities and Shareholder's Equity

 

$

377,090

 

$

368,747

 
   
 
 

The accompanying notes as they relate to The Union Light, Heat and Power Company are an integral part of these financial statements.

92



THE UNION LIGHT, HEAT AND POWER COMPANY
STATEMENTS OF CHANGES IN COMMON STOCK EQUITY

 
  Common
Stock

  Paid-in
Capital

  Retained
Earnings

  Accumulated
Other
Comprehensive
Income (Loss)

  Total
Common
Stock
Equity

 
 
  (dollars in thousands)

 
1999                                
Beginning balance   $ 8,780   $ 19,525   $ 100,513   $   $ 128,818  

Net income

 

 


 

 


 

 

12,274

 

 


 

 

12,274

 
Dividends on common stock             (9,659 )       (9,659 )
Contribution from parent for reallocation of taxes         617             617  
   
 
 
 
 
 
Ending balance   $ 8,780   $ 20,142   $ 103,128   $   $ 132,050  

2000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Net income             24,632         24,632  
Dividends on common stock             (9,657 )       (9,657 )
Contribution from parent for reallocation of taxes         163             163  
   
 
 
 
 
 
Ending balance   $ 8,780   $ 20,305   $ 118,103   $   $ 147,188  

2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Comprehensive income:                                
  Net income             35,924         35,924  
  Other comprehensive income (loss), net of tax effect of $5 Minimum pension liability adjustment                 (8 )   (8 )
                           
 
  Total comprehensive income (loss)                             35,916  

Dividends on common stock

 

 


 

 


 

 

(11,707

)

 


 

 

(11,707

)
Contribution from parent for reallocation of taxes         806             806  
   
 
 
 
 
 
Ending balance   $ 8,780   $ 21,111   $ 142,320   $ (8 ) $ 172,203  
   
 
 
 
 
 

The accompanying notes as they relate to The Union Light, Heat and Power Company are an integral part of these financial statements.

93



THE UNION LIGHT, HEAT AND POWER COMPANY
STATEMENTS OF CASH FLOWS

 
  2001
  2000
  1999
 
 
  (dollars in thousands)

 
Operating Activities                    
  Net income   $ 35,924   $ 24,632   $ 12,274  
  Items providing or (using) cash currently:                    
    Depreciation     17,039     15,685     14,830  
    Deferred income taxes and investment tax credits — net     (7,116 )   8,926     (738 )
    Allowance for equity funds used during construction     (143 )   (61 )   (36 )
    Regulatory assets deferrals     1,098     (12 )    
    Regulatory assets amortization     901     271     138  
    Changes in current assets and current liabilities:                    
        Accounts and notes receivable, net of reserves on receivables sold     12,112     (14,269 )   (5,099 )
        Materials, supplies, and fuel     (4,535 )   1,354     615  
        Accounts payable     (20,325 )   15,832     7,720  
        Accrued taxes and interest     12,239     (6,582 )   (3,138 )
    Other items — net     (681 )   3,482     5,971  
   
 
 
 
      Net cash provided by (used in) operating activities     46,513     49,258     32,537  

Financing Activities

 

 

 

 

 

 

 

 

 

 
  Change in short-term debt     (2,971 )   (8,349 )   5,935  
  Issuance of long-term debt             19,818  
  Redemption of long-term debt             (20,000 )
  Dividends on common stock     (11,707 )   (9,657 )   (9,659 )
   
 
 
 
      Net cash provided by (used in) financing activities     (14,678 )   (18,006 )   (3,906 )

Investing Activities

 

 

 

 

 

 

 

 

 

 
  Construction expenditures (less allowance for equity funds used during construction)     (34,196 )   (28,433 )   (28,234 )
   
 
 
 
      Net cash provided by (used in) investing activities     (34,196 )   (28,433 )   (28,234 )

Net increase (decrease) in cash and cash equivalents

 

 

(2,361

)

 

2,819

 

 

397

 

Cash and cash equivalents at beginning of period

 

 

6,460

 

 

3,641

 

 

3,244

 
   
 
 
 

Cash and cash equivalents at end of period

 

$

4,099

 

$

6,460

 

$

3,641

 
   
 
 
 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

 

 

 

 

 
  Cash paid during the year for:                    
    Interest (net of amount capitalized)   $ 6,775   $ 6,534   $ 6,691  
    Income taxes   $ 10,848   $ 11,760   $ 12,794  

The accompanying notes as they relate to The Union Light, Heat and Power Company are an integral part of these financial statements.

94



THE UNION LIGHT, HEAT AND POWER COMPANY
STATEMENTS OF CAPITALIZATION

 
  December 31
 
 
  2001
  2000
 
 
  (dollars in thousands)

 
Long-term Debt (excludes current portion)              
 
Other Long-term Debt:

 

 

 

 

 

 

 
    6.11% Debentures due December 8, 2003   $ 20,000   $ 20,000  
    6.50% Debentures due April 30, 2008     20,000     20,000  
    7.65% Debentures due July 15, 2025     15,000     15,000  
    7.875% Debentures due September 15, 2009     20,000     20,000  
   
 
 
      Total Other Long-term Debt     75,000     75,000  
   
Unamortized Premium and Discount — Net

 

 

(379

)

 

(411

)
   
 
 
      Total Long-term Debt     74,621     74,589  

Common Stock Equity

 

 

 

 

 

 

 
  Common Stock — $15.00 par value; authorized shares — 1,000,000; outstanding shares — 585,333 at December 31, 2001, and December 31, 2000   $ 8,780   $ 8,780  
  Paid-in capital     21,111     20,305  
  Retained earnings     142,320     118,103  
  Accumulated other comprehensive income (loss)     (8 )    
   
 
 
      Total Common Stock Equity     172,203     147,188  
       
Total Capitalization

 

$

246,824

 

$

221,777

 
   
 
 

The accompanying notes as they relate to The Union Light, Heat and Power Company are an integral part of these financial statements.

95



NOTES TO FINANCIAL STATEMENTS

        In this report Cinergy (which includes Cinergy Corp. and all of our regulated and non-regulated subsidiaries) is, at times, referred to in the first person as "we", "our", or "us".

1.    Summary of Significant Accounting Policies

(a)  Nature of Operations

        Cinergy Corp., a Delaware corporation created in October 1994, owns all outstanding common stock of The Cincinnati Gas & Electric Company (CG&E) and PSI Energy, Inc. (PSI), both of which are public utility subsidiaries. As a result of this ownership, we are considered a utility holding company. Because we are a holding company with material utility subsidiaries operating in multiple states, we are registered with and are subject to regulation by the Securities and Exchange Commission (SEC) under the Public Utility Holding Company Act of 1935, as amended (PUHCA). Our other principal subsidiaries are:

    Cinergy Wholesale Energy, Inc. (Wholesale Energy);

    Cinergy Services, Inc. (Services);

    Cinergy Investments, Inc. (Investments);

    Cinergy Global Resources, Inc. (Global Resources); and

    Cinergy Technologies, Inc. (Technologies).

        CG&E, an Ohio corporation, is a combination electric and gas public utility company that provides service in the southwestern portion of Ohio and, through its subsidiaries, in nearby areas of Kentucky and Indiana. CG&E's principal subsidiary, The Union Light, Heat and Power Company (ULH&P), is a Kentucky corporation that provides electric and gas service in northern Kentucky. CG&E's other subsidiaries are insignificant to its results of operations.

        In 2001, CG&E began a transition to electric deregulation and customer choice. Currently, the competitive retail electric market in Ohio is in the development stage. CG&E is recovering its Public Utilities Commission of Ohio (PUCO) approved costs and retail electric rates are frozen during this market development period. See Note 18 for a discussion of key elements on Ohio deregulation.

        PSI, an Indiana corporation, is a vertically integrated and regulated electric utility that provides service in north central, central, and southern Indiana.

        The following table presents further information related to the operations of our domestic utility companies (our operating companies):

 
  Principal Line(s) of Business


CG&E and subsidiaries   •  Generation, transmission, distribution, and sale of electricity
•  Sale and/or transportation of natural gas


PSI

 

•  Generation, transmission, distribution, and sale of electricity


ULH&P

 

•  Transmission, distribution, and sale of electricity
•  Sale and transportation of natural gas

     

        Wholesale Energy is a holding company for Cinergy's energy commodity businesses, including electric production, as the generation assets eventually become unbundled from the utility subsidiaries. See Note 18 for a discussion on Ohio deregulation. Cinergy Power Generation Services, LLC (Generation Services), a wholly-owned subsidiary of Wholesale Energy, provides electric production-

96



related construction, operation and maintenance services to certain affiliates and non-affiliated third parties.

        Services is a service company that provides our subsidiaries with a variety of centralized administrative, management, and support services. Investments holds most of our domestic non-regulated, energy-related businesses and investments. Global Resources holds most of our international businesses and investments and directs our renewable energy investing activities (for example, wind farms). Technologies primarily holds our portfolio of technology-related investments.

        We conduct operations through our subsidiaries and manage through the following three business units:

    Energy Merchant Business Unit (Energy Merchant);

    Regulated Businesses Business Unit (Regulated Businesses); and

    Power Technology and Infrastructure Services Business Unit (Power Technology).

        For further discussion of business units see Note 16.

(b)  Presentation

        Management makes estimates and assumptions when preparing financial statements under generally accepted accounting principles (GAAP). Actual results could differ, as these estimates and assumptions involve judgment. These estimates and assumptions affect various matters, including:

    the reported amounts of assets and liabilities in our Balance Sheets at the dates of the financial statements;

    the disclosure of contingent assets and liabilities at the dates of the financial statements; and

    the reported amounts of revenues and expenses in our Statements of Income during the reporting periods.

        Additionally, we have reclassified certain prior-year amounts in the financial statements of Cinergy, CG&E, PSI, and ULH&P to conform to current presentation.

        We use three different methods to report investments in subsidiaries or other companies: the consolidation method, the equity method, and the cost method.

              (i)  Consolidation Method

        We use the consolidation method when we own a majority of the voting stock of or have the ability to control a subsidiary. We eliminate all significant intercompany transactions when we consolidate these accounts. Our consolidated financial statements include the accounts of Cinergy, CG&E, and PSI, and their wholly-owned subsidiaries.

            (ii)  Equity Method

        We use the equity method to report investments, joint ventures, partnerships, subsidiaries, and affiliated companies in which we do not have control, but have the ability to exercise influence over operating and financial policies (generally, 20% to 50% ownership). Under the equity method we report:

    our investment in the entity as Investments in unconsolidated subsidiaries in our Consolidated Balance Sheets; and

    our percentage share of the earnings from the entity as Equity in earnings (losses) of unconsolidated subsidiaries in our Consolidated Statements of Income.

97


            (iii)  Cost Method

        We use the cost method to report investments, joint ventures, partnerships, subsidiaries, and affiliated companies in which we do not have control and are unable to exercise significant influence over operating and financial policies (generally, up to 20% ownership). Under the cost method we report our investments in the entity as Other investments in our Consolidated Balance Sheets.

(c)  Regulation

        Our operating companies and certain of our non-utility subsidiaries must comply with the rules prescribed by the SEC under the PUHCA. Our operating companies must also comply with the rules prescribed by the Federal Energy Regulatory Commission (FERC) and the state utility commissions of Ohio, Indiana, and Kentucky.

        Our operating companies use the same accounting policies and practices for financial reporting purposes as non-regulated companies under GAAP. However, sometimes actions by the FERC and the state utility commissions result in accounting treatment different from that used by non-regulated companies. When this occurs, we apply the provisions of Statement of Financial Accounting Standards No. 71, Accounting for the Effects of Certain Types of Regulation (Statement 71). In accordance with Statement 71, we record regulatory assets and liabilities (expenses deferred for future recovery from customers or obligations to be refunded to customers) on our Balance Sheets.

        Comprehensive electric deregulation legislation was passed in Ohio on July 6, 1999. As required by the legislation, CG&E filed its Proposed Transition Plan for approval by the PUCO on December 28, 1999. On August 31, 2000, the PUCO approved a stipulation agreement relating to CG&E's transition plan. This plan created a Regulatory Transition Charge (RTC), designed to recover CG&E's generation-related regulatory assets and transition costs over a ten-year period which began January 1, 2001. Accordingly, Statement 71 was discontinued for the generation portion of CG&E's business and Statement of Financial Accounting Standards No. 101, Regulated Enterprises—Accounting for the Discontinuation of Application of FASB Statement No. 71 was applied. The effect of this change to the financial statements was immaterial. Except with respect to the generation-related assets and liabilities of CG&E, as of December 31, 2001, PSI, CG&E, and ULH&P continue to meet the criteria of Statement 71. However, as other states implement deregulation legislation, the application of Statement 71 will need to be reviewed. Based on our operating companies' current regulatory orders and the regulatory environment in which they currently operate, the recovery of regulatory assets recognized in the accompanying Balance Sheets as of December 31, 2001, is probable. The effect of future discontinuance of Statement 71 on results of operations, cash flows, or statements of position cannot be determined until deregulation legislation plans have been approved by each state in which we do business. For a further discussion of Ohio deregulation see Note 18.

98



        Our regulatory assets and amounts authorized for recovery through regulatory orders at December 31, 2001, and 2000, are as follows:

 
  2001
  2000
 
  CG&E(1)
  PSI
  Cinergy
  CG&E(1)
  PSI
  Cinergy
 
  (in millions)

Amounts due from customers — income taxes(2)   $ 57   $ 5   $ 62   $ 53   $ 20   $ 73
Gasification services agreement buyout costs(3)         244     244         251     251
Post-in-service carrying costs and deferred operating expenses         39     39         41     41
Coal contract buyout cost(4)         26     26         53     53
Deferred demand-side management costs         9     9            
Deferred merger costs     6     56     62     7     60     67
Unamortized costs of reacquiring debt     10     33     43     11     31     42
Coal gasification services expenses         8     8         12     12
RTC recoverable assets(5)     511         511     432         432
Other     9     3     12         6     6
   
 
 
 
 
 
  Total regulatory assets   $ 593   $ 423   $ 1,016   $ 503   $ 474   $ 977
  Authorized for recovery(6)   $ 573   $ 379   $ 952   $ 494   $ 404   $ 898

(1)
Includes $8 million at December 31, 2001, and $10 million at December 31, 2000, related to ULH&P. Of these amounts, $.6 million at December 31, 2001, and $3.4 million at December 31, 2000, have been authorized for recovery.

(2)
The various regulatory commissions overseeing the regulated business operations of our operating companies regulate income tax provisions reflected in customer rates. In accordance with the provisions of Statement 71, we have recorded net regulatory assets for CG&E and PSI and a regulatory liability for ULH&P.

(3)
PSI reached an agreement with Dynegy, Inc. to purchase the remainder of its 25-year contract for coal gasification services. In accordance with an order from the Indiana Utility Regulatory Commission (IURC), PSI began recovering this asset over an 18-year period that commenced upon the termination of the gas services agreement in 2000.

(4)
In August 1996, PSI entered into a coal supply agreement, which expired December 31, 2000. The agreement provided for a buyout charge, which is being recovered through the fuel adjustment clause through December 2002.

(5)
In August 2000, CG&E's deregulation transition plan was approved. Effective January 1, 2001, a RTC went into effect and provides for recovery of all then existing generation-related regulatory assets and various transition costs over a ten-year period. Because a separate charge provides for recovery, these assets were aggregated and are included as a single amount in this presentation. The classification of all transmission and distribution related regulatory assets has remained the same.

(6)
At December 31, 2001, these amounts were being recovered through rates charged to customers over a period ranging from 1 to 22 years for CG&E, 1 to 32 years for PSI, and 1 to 19 years for ULH&P.


(d)  Statements of Cash Flows

        We define Cash equivalents as investments with maturities of three months or less when acquired.

99



(e)  Operating Revenues and Fuel Costs

        Our operating companies record Operating revenues for electric and gas service, including unbilled revenues and the associated expenses, when they provide the service to the customers. The associated expenses include:

    fuel used to generate electricity;

    electricity purchased from others;

    natural gas purchased from others; and

    transportation costs associated with the purchase of fuel, electricity, and natural gas.

        These expenses are shown in our Statements of Income of Cinergy, CG&E, and PSI as Fuel and purchased and exchanged power and Gas purchased. These expenses are shown in ULH&P's Statements of Income as Electricity purchased from parent for resale and Gas purchased. Any portion of these costs that are recoverable or refundable to customers in future periods is deferred in either Accounts receivable or Accounts payable in our Balance Sheets.

        Indiana law limits the amount of fuel costs that PSI can recover to an amount that will not result in earning a return in excess of that allowed by the IURC. Due to deregulation in the state of Ohio, the recovery of fuel costs in retail rates has been frozen.

(f)    Property, Plant, and Equipment

        Property, plant, and equipment includes the utility and non-regulated business property and equipment that is in use, being held for future use, or under construction. We report our Property, plant, and equipment at its original cost, which includes:

    materials;

    salaries;

    payroll taxes;

    fringe benefits;

    financing costs of funds used during construction (described below in (h) and (i)); and

    other miscellaneous amounts.

        In August 2000, the generation assets of CG&E were released from the first mortgage indenture lien. CG&E's transmission assets, distribution assets, and any generating assets added after August 2000, remain subject to the lien of the first mortgage bond indenture. The utility property of PSI is also subject to the lien of its first mortgage bond indenture.

(g)  Depreciation

        We determine the provisions for depreciation expense using the straight-line method. The depreciation rates are based on periodic studies of the estimated useful lives (the number of years we expect to be able to use the properties) and the net cost to remove the properties. The average

100



depreciation rates for Property, plant, and equipment, excluding software, are presented in the table below.

 
  2001
  2000
  1999
 
Cinergy              
  Non-regulated(1)   4.2 % % %

CG&E and subsidiaries

 

 

 

 

 

 

 
  Electric   2.5   2.6   2.9 (2)
  Gas   2.9   2.9   2.9  
  Common   2.9   3.3   2.7  
  Non-regulated electric generation   3.2   3.1    

PSI

 

3.0

 

3.0

 

3.0

 

ULH&P

 

 

 

 

 

 

 
  Electric   3.2   3.3   3.3  
  Gas   3.2   3.1   3.1  
  Common   5.0   5.1   5.2  

(1)
Excluding CG&E's electric generation. Amounts in 1999 and 2000 were immaterial.

(2)
Prior to Ohio deregulation in 2000, electric generation was included in the electric line item.


(h)  Allowance for Funds Used During Construction (AFUDC)

        Our operating companies finance construction projects with borrowed funds and equity funds. Regulatory authorities allow us to record the costs of these funds as part of the cost of construction projects. AFUDC is calculated using a methodology authorized by the regulatory authorities. AFUDC rates are compounded semi-annually and are as follows:

 
  2001
  2000
  1999
 
Cinergy average   7.4 % 8.0 % 7.3 %
CG&E and subsidiaries average   8.6   8.4   8.0  
PSI average   7.1   7.4   6.5  
ULH&P average   5.7   6.6   5.3  

        The borrowed funds component of AFUDC, which is recorded on a pre-tax basis, was as follows:

 
  2001
  2000
  1999
 
  (in millions)

Cinergy   $ 8.4   $ 8.2   $ 5.6
CG&E and subsidiaries     1.0     5.0     3.4
PSI     7.4     3.2     2.2
ULH&P     0.2     0.4     0.2

        With the deregulation of CG&E's generation assets, the AFUDC method is no longer used to capitalize the cost of funds used during generation-related construction at CG&E. See (i) below for a discussion of capitalized interest.

101



(i)    Capitalized Interest

        Cinergy capitalizes interest costs for non-regulated construction projects in accordance with Statement of Financial Accounting Standards No. 34, Capitalization of Interest Cost (Statement 34). The primary differences from AFUDC are that Statement 34 methodology does not include a component for equity funds and does not emphasize short-term borrowings over long-term borrowings. Capitalized interest costs, which are recorded on a pre-tax basis, were $7.1 million and $5.5 million for Cinergy and CG&E, respectively, for the year ended December 31, 2001. Capitalized interest costs for the years 1999 and 2000 were immaterial.

(j)    Federal and State Income Taxes

        Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, requires an asset and liability approach for financial accounting and reporting of income taxes. The tax effects of differences between the financial reporting and tax basis of accounting are reported as Deferred income tax assets or liabilities in our Balance Sheets and are based on currently enacted income tax rates.

        Investment tax credits, which have been used to reduce our federal income taxes payable, have been deferred for financial reporting purposes. These deferred investment tax credits are being amortized over the useful lives of the property to which they are related. For a further discussion of income taxes see Note 12.

(k)  Energy Marketing and Trading

        We market and trade electricity, natural gas, and other energy-related products. We designate transactions as physical or trading at the time they are originated. Physical refers to our intent and projected ability to fulfill substantially all obligations from company-owned assets. We sell generation to third parties when it is not required to meet native load requirements (end-use customers within our public utility companies' franchise service territory). All other energy contracts (including most natural gas contracts) are classified as trading. We account for physical transactions on a settlement basis and trading transactions using the mark-to-market method of accounting, consistent with our application of Emerging Issues Task Force (EITF) 98-10, Accounting for Contracts Involved in Energy Trading and Risk Management Activities. To the extent that physical transactions constitute derivatives under Statement of Financial Accounting Standards No. 133, Accounting for Derivatives and Hedging Activities, (Statement 133), we typically utilize the normal purchases and sales exemption when the criteria for the application of the normal exemption are met, the most critical criterion being probability of delivery under the contract. Should we determine that delivery under a previously exempted contract is no longer probable, that contract would be recognized at fair value and subsequently marked to market. To the extent trading transactions constitute derivatives under Statement 133, we typically do not attempt to identify them as a hedging instrument.

        Under the mark-to-market method of accounting, trading transactions are shown at fair value in our Balance Sheets as Energy risk management assets and Energy risk management liabilities. We reflect changes in fair value resulting in unrealized gains and losses in Fuel and purchased and exchanged power and Gas purchased on our Statements of Income. We record the revenues and costs for all transactions in our Statements of Income when the contracts are settled. We recognize revenues in Operating revenues; costs are recorded in Fuel and purchased and exchanged power and Gas purchased.

        Although we intend to settle physical electricity contracts with company-owned generation, occasionally we settle these contracts with power purchased on the open trading markets. The cost of these purchases could be in excess of the associated revenues. We recognize the gains or losses on these transactions as the power is delivered. Due to the infrequency of such settlements, both historical and projected, and the fact that physical power settlement to the customer still occurs, we continue to

102



apply the normal purchases and sales exemption to such physical contracts that constitute derivatives. Open market purchases may occur for the following reasons:

    generating station outages;

    least-cost alternative;

    native load requirements; and

    extreme weather.

        We value contracts in the trading portfolio using end-of-the-period market prices, utilizing the following factors (as applicable):

    closing exchange prices (that is, closing prices for standardized electricity and natural gas products traded on an organized exchange, such as the New York Mercantile Exchange);

    broker-dealer and over-the-counter price quotations; and

    model pricing (which considers time value and historical volatility factors of electricity and natural gas).

        We anticipate that some of the electricity obligations, even though considered trading contracts, will ultimately be settled using company-owned generation. The cost of this generation is usually below the market price at which the trading portfolio has been valued. The potential for earnings volatility from period to period is increased due to the risks associated with marketing and trading electricity, natural gas, and other energy-related products.

        Throughout 2001, our natural gas trading volumes increased substantially. Because of this volume change and the potential volatility of gas prices, our risk exposure to these markets has increased. However, we continue to employ value-at-risk analysis and other methodologies to mitigate our risks in all trading operations, including natural gas trading.

        We are in the process of evaluating the feasibility of coal marketing as a commercial activity. While our review of establishing a dedicated commercial activity is ongoing, we executed a small number of sales contracts in the fourth quarter of 2001. These contracts were entered into primarily to balance forecasted supply and demand in 2002 as we had some coal under option, accounted for at fair value, that our forecast indicated would not be internally consumed. Since option contracts cannot utilize the normal exemption (see Note 1(m)(iii) for certain exceptions to this rule), the coal from this option was designated to source these sales contracts. We have concluded that these sales contracts meet the definition of a derivative and are therefore accounted for at fair value. Should coal begin to be marketed in 2002 under a formal commercial activity, it is likely that the volume of coal transactions accounted for under mark-to-market could increase substantially. Since we are still evaluating the viability of this as a commercial activity, the impact to either our financial position or results of operations cannot be determined at this time.

(l)    Financial Derivatives

        We use derivative financial instruments to manage:

    funding costs;

    exposure to fluctuations in interest rates; and

    exposure to foreign currency exchange rates.

        We account for derivatives under Statement 133, which requires all derivatives that are not exempted to be accounted for at fair value. Changes in the derivative's fair value must be recognized currently in earnings unless specific hedge accounting criteria are met. Gains and losses on derivatives

103



that qualify as hedges can (a) offset related fair value changes on the hedged item in the income statement for fair value hedges; or (b) be recorded in other comprehensive income for cash flow hedges. To qualify for hedge accounting, financial instruments must be designated as a hedge (for example, an offset of foreign exchange or interest rate risks) at the inception of the contract and must be effective at reducing the risk associated with the hedged item. Accordingly, changes in the fair values or cash flows of instruments designated as hedges must be highly correlated with changes in the fair values or cash flows of the related hedged items.

        From time to time, we may use foreign currency contracts (for example, a contract obligating one party to buy, and the other to sell, a specified quantity of a foreign currency for a fixed price at a future date) and currency swaps (for example, a contract whereby two parties exchange principal and interest cash flows denominated in different currencies) to hedge foreign currency denominated purchase and sale commitments (cash flow hedges) and certain of our net investments in foreign operations (net investment hedges) against currency exchange rate fluctuations. Reclassification of unrealized gains or losses on foreign currency cash flow hedges from other comprehensive income occurs when the underlying hedged item is recorded in income.

        We also use interest rate swaps (an agreement by two parties to exchange fixed-interest rate cash flows for floating-interest rate cash flows). Through December 31, 2000, we utilized the accrual method to account for these interest rate swaps. Accordingly, gains and losses were calculated based on the current period difference between the fixed-rate and the floating-rate interest amounts, using agreed upon notional amounts. These gains and losses were recognized in our Statements of Income as a component of Interest over the life of the agreement. Effective with our adoption of Statement 133 in the first quarter of 2001, we began accounting for interest rate swaps using fair value accounting and are assessing the effectiveness of any swaps used in hedging activities. At December 31, 2001, the fair value, and ineffectiveness, of instruments that we have classified as fair value or cash flow hedges of debt instruments was not material. Reclassification of unrealized gains or losses on cash flow hedges of variable-rate debt instruments from other comprehensive income occurs as interest payments are accrued on the debt instrument. See Note 1(m)(iii) below for further discussion of Statement 133.

(m)  Accounting Changes

          (i)  Business Combinations and Intangible Assets

        In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 141, Business Combinations (Statement 141), and No. 142, Goodwill and Other Intangible Assets (Statement 142). Statement 141 requires all business combinations initiated after June 30, 2001, to be accounted for using the purchase method. With the adoption of Statement 142, goodwill and other intangibles with indefinite lives will no longer be subject to amortization. Goodwill will be initially assessed for impairment shortly after adoption and at least annually thereafter by applying a fair-value-based test, as opposed to the undiscounted cash flow test applied under current accounting standards. This test must be applied at the "reporting unit" level, which is not permitted to be broader than the current business segments discussed in Note 16. Under Statement 142, an acquired intangible asset should be separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented, or exchanged, regardless of the acquirer's intent to do so. We began applying Statement 141 in the third quarter of 2001 and we will adopt Statement 142 in the first quarter of 2002. The discontinuance of amortization of goodwill beginning in the first quarter of 2002 will not be material to our results of operations. We have identified the reporting units for Cinergy and are in the process of performing the initial impairment test. Preliminary estimates indicate that the effects of this test will not be material to our results of operations.

104



    (ii) Asset Retirement Obligations

        In July 2001, the FASB issued Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations (Statement 143). Statement 143 requires fair value recognition of legal obligations to retire long-lived assets at the time such obligations are incurred. The initial recognition of this liability will be accompanied by a corresponding increase in property, plant, and equipment. Subsequent to the initial recognition, the liability will be adjusted for any revisions to the expected cash flows of the retirement obligation (with corresponding adjustments to property, plant, and equipment), and for accretion of the liability due to the passage of time (recognized as an operation expense). Additional depreciation expense will be recorded prospectively for any property, plant, and equipment increases. We currently accrue costs of removal on many regulated, long-lived assets through depreciation expense, with a corresponding charge to accumulated depreciation, as allowed by each regulatory jurisdiction. For assets that we conclude have a retirement obligation under Statement 143, the accounting we currently use will be modified to comply with this standard. We will adopt Statement 143 in the first quarter of 2003. We are beginning to analyze the impact of this statement, but, at this time, we are unable to predict whether the implementation of this accounting standard will be material to our financial position or results of operations.

        (iii)  Derivatives

        During 1998, the FASB issued Statement 133. This standard was effective for Cinergy beginning in 2001, and requires us to record derivative instruments which are not exempt under certain provisions of Statement 133 as assets or liabilities, measured at fair value (i.e., mark-to-market). Our financial statements reflect the adoption of Statement 133 in the first quarter of 2001. Since many of our derivatives were previously required to use mark-to-market accounting, the effects of implementation were not material.

        Our adoption did not reflect the potential impact of applying mark-to-market accounting to selected electricity options and capacity contracts. We had not historically marked these instruments to market because they are intended as either hedges of peak period exposure or sales contracts served with physical generation, neither of which were considered trading activities. At adoption, we classified these contracts as normal purchases or sales based on our interpretation of Statement 133 and in the absence of definitive guidance on such contracts. In June 2001, the FASB staff issued guidance on the application of the normal purchases and sales exemption to electricity contracts containing characteristics of options. While much of the criteria this guidance requires is consistent with the existing guidance in Statement 133, some criteria were added. We adopted the new guidance in the third quarter of 2001, and the effects of implementation for these contracts were not material. We will continue to apply this guidance to any new electricity contracts that meet the definition of a derivative.

        In October 2001, the FASB staff posted revised guidance on the normal purchases and sales exemption for these contracts. This revised guidance proposed changes in certain quantitative criteria that were critical to determining whether or not a contract with option characteristics qualified for the normal exemption. In December 2001, the FASB staff again revised this guidance to make the changes proposed by the October guidance more qualitative than quantitative. This new guidance uses several factors to distinguish between capacity contracts, which qualify for the normal purchases and sales exemption, and options, which do not. These factors include deal tenor, pricing structure, specification of the source of power, and various other factors. Based on a review of existing contracts, we do not believe this revised guidance, which will be effective in the third quarter of 2002, will have a material impact on our financial position or results of operations upon adoption. However, given our activity in energy trading, it could increase volatility in future results.

        In October 2001, the FASB staff released final guidance on the applicability of the normal purchases and sales exemption to contracts that contain a minimum quantity (a forward component) and flexibility to take additional quantity (an option component). While this guidance was issued

105



primarily to address optionality in fuel supply contracts, it is applicable to all derivatives (subject to certain exceptions for capacity contracts in electricity discussed in the previous paragraphs). This guidance concludes that such contracts are not eligible for the normal purchases and sales exemption due to the existence of optionality in the contract. Cinergy has certain contracts that contain optionality, primarily coal contracts, for which the accounting may be impacted by this new guidance. We will adopt this guidance in the second quarter of 2002, consistent with the transition provisions. We have begun analyzing contracts to determine the applicability of this guidance and to determine the interaction between this guidance and Statement 71. Due to a lack of liquidity with respect to coal purchased under certain contracts, some of our contracts may fail to meet the net settlement criteria of Statement 133, which would preclude such contracts from being considered derivatives. For other possibly affected contracts, we are evaluating the potential for contract restructuring prior to the adoption of this new guidance. To the extent this restructuring results in separate forwards and options, we would plan to apply the normal exemption to the forwards. The options would either be accounted for as cash flow hedges, to the extent all criteria were met, or marked to market similar to all other energy trading contracts. Given these evaluations are ongoing, we are unable to predict whether the implementation of this accounting standard will be material to our results of operations or financial position.

        (iv)  Asset Impairment

        In August 2001, the FASB issued Statement of Financial Accounting Standards No. 144, Accounting for the Impairment of Long-Lived Assets (Statement 144). Statement 144 addresses accounting and reporting for the impairment or disposal of long-lived assets. It supersedes previous guidance on (a) accounting for the impairment or disposal of long-lived assets and (b) accounting and reporting for the disposal of a segment of a business (commonly known as discontinued operations). While Statement 144 incorporates many of the impairment tests and criteria from previous guidance, it does include additional guidance and resolution of inconsistencies and overlaps with other pronouncements. These include adding clarity around when assets are considered held for disposal (which requires an immediate impairment charge if fair value is less than book value) and requiring the use of one accounting model for long-lived assets to be disposed of. We will begin applying Statement 144 in the first quarter of 2002. The impact of implementation on our results of operations and financial position is expected to be immaterial.

(n)  Translation of Foreign Currency

        We translate the assets and liabilities of foreign subsidiaries, whose functional currency (generally, the local currency of the country in which the subsidiary is located) is not the United States (U.S.) dollar, using the appropriate exchange rate as of the end of the year. We translate income and expense items using the average exchange rate prevailing during the month the respective transaction occurs. We record translation gains and losses in Accumulated other comprehensive income (loss), which is a component of common stock equity.

(o)  Related Party Transactions

        Cinergy and its subsidiaries engage in related party transactions. These transactions are generally performed at cost and in accordance with the SEC regulations under the PUHCA. The Balance Sheets of our operating companies reflect amounts payable to and/or receivable from related parties as Accounts payable to affiliated companies and Accounts receivable from affiliated companies. The significant related party transactions are disclosed below.

106



        Services provides our regulated and non-regulated subsidiaries with a variety of centralized administrative, management, and support services in accordance with agreements approved by the SEC under the PUHCA. The cost of these services are charged to our operating companies on a direct basis or, for general costs which cannot be directly attributed, based on predetermined allocation factors, including the following ratios:

    sales;

    electric peak load;

    number of employees;

    number of customers;

    construction expenditures; and

    other statistical information.

        These costs were as follows for the years ended December 31:

 
  2001
  2000
  1999
 
  (in millions)

Cinergy(1)   $ 483   $ 479   $ 416
CG&E and subsidiaries     240     250     208
PSI     196     187     168
ULH&P     24     25     23

(1)
The results of Cinergy also include amounts related to non-registrants.

        Generation Services, which began operations on January 1, 2001, supplies electric production-related construction, operation and maintenance services to certain of our subsidiaries pursuant to agreements approved by the SEC under the PUHCA.

        The cost of these services were as follows for the year ended December 31, 2001:

 
  2001
 
  (in millions)

Cinergy(1)   $ 92
CG&E     67
PSI     21

(1)
The results of Cinergy also include amounts related to non-registrants.

        ULH&P purchases energy from CG&E pursuant to a new contract effective January 1, 2002, which was approved by the FERC and the Kentucky Public Service Commission (KPSC). This five-year agreement is a negotiated fixed-rate contract with CG&E and replaces the previous cost-of-service based contract, which expired on December 31, 2001.

        ULH&P purchased energy from CG&E for resale in the amounts of $152 million, $160 million, and $159 million for the years ended 2001, 2000, and 1999, respectively.

        Cinergy Corp. and our operating companies participate in a money pool arrangement by which those companies with surplus cash provide short-term loans to others. For a further discussion on the money pool agreement see Note 6.

107



2.    Common Stock

(a)    Changes In Common Stock Outstanding

        The following table reflects information related to shares of common stock issued for stock-based plans.

 
  Newly Issued Shares Used to
Grant or Settle Awards

 
  2001
  2000
  1999
Cinergy Corp. 1996 Long-term Incentive Compensation Plan (LTIP)   64,851    
Cinergy Corp. Stock Option Plan (SOP)   197,957   77,042   255,828
Cinergy Corp. Employee Stock Purchase and Savings Plan   1,504   208   266
Cinergy Corp. UK Sharesave Scheme   121    
Cinergy Corp. Retirement Plan for Directors      
Cinergy Corp. Directors' Equity Compensation Plan      
Cinergy Corp. Directors' Deferred Compensation Plan      
Cinergy Corp. 401(k) Plans   69,500    
Cinergy Corp. Direct Stock Purchase and Dividend Reinvestment Plan   173,984    
Cinergy Corp. Performance Shares Plan       34,550
Cinergy Corp. Union Employees' Savings Incentive Plan      

        We retired 72,739 shares of common stock in 2001; 32,988 shares in 2000; and 31,777 shares in 1999, mainly representing shares tendered as payment for the exercise of previously granted stock options.

        In April of 2001, Cinergy adopted the Direct Stock Purchase and Dividend Reinvestment Plan, a plan designed to provide investors with a convenient method to purchase shares of Cinergy Corp. common stock and to reinvest cash dividends in the purchase of additional shares. This plan replaced the Dividend Reinvestment and Stock Purchase Plan.

        In November 2001, Cinergy chose to reinstitute the practice of issuing new Cinergy Corp. common shares to satisfy obligations under its various employee stock plans and the Cinergy Corp. Direct Stock Purchase and Dividend Reinvestment Plan. This replaces our previous practice of purchasing shares in the open market to fulfill certain plan obligations.

        In January 2002, Cinergy registered 100,000 shares of common stock under the Cinergy Corp. 401(k) Excess Plan.

        Cinergy Corp. owns all of the common stock of CG&E and PSI. All of ULH&P's common stock is held by CG&E.

(b)    Dividend Restrictions

        Cinergy Corp.'s ability to pay dividends to holders of its common stock is principally dependent on the ability of CG&E and PSI to pay Cinergy Corp. common dividends. Cinergy Corp., CG&E, and PSI cannot pay dividends on their common stock if preferred stock dividends or preferred trust dividends are in arrears. The amount of common stock dividends that each company can pay is also limited by certain capitalization and earnings requirements under CG&E's and PSI's credit instruments. Currently, these requirements do not impact the ability of either company to pay dividends on its common stock.

(c)    Stock-based Compensation Plans

        We currently have the following stock-based compensation plans:

    LTIP;

108


    SOP;

    Employee Stock Purchase and Savings Plan;

    UK Sharesave Scheme;

    Retirement Plan for Directors;

    Directors' Equity Compensation Plan; and

    Directors' Deferred Compensation Plan.

        The LTIP, the SOP, and the Employee Stock Purchase and Savings Plan are discussed below. The activity in 2001, 2000, and 1999 for the remaining stock-based compensation plans was not significant.

        We account for our stock-based compensation plans under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. In 2001, 2000, and 1999, we recognized compensation cost related to stock-based compensation plans, before income taxes, of $12.5 million, $12.8 million, and $(7) million, respectively, in the Statements of Income. The $7 million reduction in 1999 was a result of our revised estimates for the performance-based shares accrued under the LTIP plan for Performance Cycle (Cycle) I. These amounts primarily reflect compensation cost related to the LTIP performance-based shares. For further discussion see section (i) below.

        Net income, assuming compensation cost for these plans had been determined at fair value, consistent with the provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (Statement 123), would have been decreased by $4.4 million for 2001, $4.0 million for 2000, and $2.6 million for 1999. Earnings per common share (EPS) would have been decreased by $.03 for both basic EPS and earnings per common share assuming dilution (EPS—assuming dilution) for 2001, $.03 for both basic and EPS—assuming dilution for 2000, and $.02 for both basic and EPS—assuming dilution for 1999.

        In estimating the pro forma amounts, the fair value method of accounting was not applied to options granted prior to January 1, 1995. This is in accordance with the provisions of Statement 123. As a result, the pro forma effect on net income and EPS may not be representative of future years. In addition, the pro forma amounts reflect certain assumptions used in estimating fair values. These fair value assumptions are described, as applicable, below.

        (i) LTIP    

        The LTIP was originally adopted in 1996. Under this plan, certain key employees may be granted stock options and the opportunity to earn performance-based shares. Stock options are granted to participants with an option price equal to the fair market value on the grant date and a vesting period of either three or five years. The vesting period begins on the grant date and all options expire ten years from that date. The number of shares of common stock issuable under the LTIP is limited to a total of 7,000,000 shares.

        Entitlement to performance-based shares is based on Cinergy's Total Shareholder Return (TSR) over designated Cycles as measured against a peer group. Target grants of performance-based shares were made for the following Cycles:

Cycle

  Grant
Date

  Performance
Period

  Target
Grant of Shares

 
   
   
  (in thousands)

IV   1/2000   2000-2002   359
V   1/2001   2001-2003   315
VI   1/2002   2002-2004   342

109


        Participants may earn additional performance shares if Cinergy's TSR exceeds that of the peer group. For the 2000-2001 performance period (Cycle III), 372,149 shares were earned, based on a TSR of 140%.

        (ii)    SOP    

        The SOP is designed to align executive compensation with shareholder interests. Under the SOP, incentive and non-qualified stock options, stock appreciation rights (SARs), and SARs in tandem with stock options may be granted to key employees, officers, and outside directors. The activity under this plan has predominantly consisted of the issuance of stock options. Options are granted with an option price equal to the fair market value of the shares on the grant date. Options generally vest over five years at a rate of 20% per year, beginning on the grant date, and expire ten years from the grant date. The total number of shares of common stock issuable under the SOP may not exceed 5,000,000 shares. No stock options may be granted under the plan after October 24, 2004.

        (iii)    Employee Stock Purchase and Savings Plan    

        The Employee Stock Purchase and Savings Plan allows essentially all full-time, regular employees to purchase shares of common stock pursuant to a stock option feature. Under the Employee Stock Purchase and Savings Plan, after-tax funds are withheld from a participant's compensation during a 26-month offering period and are deposited in an interest-bearing account. At the end of the offering period, participants may apply amounts deposited in the account, plus interest, toward the purchase of shares of common stock. The purchase price is equal to 95% of the fair market value of a share of common stock on the first date of the offering period. Any funds not applied toward the purchase of shares are returned to the participant. A participant may elect to terminate participation in the plan at any time. Participation also will terminate if the participant's employment ceases. Upon termination of participation, all funds, including interest, are returned to the participant without penalty. The sixth (current) offering period began May 1, 2001, and ends June 30, 2003. The purchase price for all shares under this offering is $32.78. The fifth offering period ended April 30, 2001, with 227,968 shares purchased and the remaining cash distributed to the respective participants. The total number of shares of common stock issuable under the Employee Stock Purchase and Savings Plan may not exceed 2,000,000.

110



        Activity for 2001, 2000, and 1999 for the LTIP, SOP, and Employee Stock Purchase and Savings Plan is summarized as follows:

 
  LTIP and SOP
  Employee Stock Purchase and Savings Plan
 
  Shares Subject
to Option

  Weighted Average
Exercise Price

  Shares Subject
to Option

  Weighted Average
Exercise Price

Balance at December 31, 1998   3,676,514   $ 28.28   297,374   $ 31.83
 
Options granted

 

2,866,100

 

 

25.41

 

368,889

 

 

27.73
  Options exercised   (259,865 )   21.51   (266 )   31.83
  Options forfeited   (95,500 )   31.97   (306,692 )   31.70
   
       
     
Balance at December 31, 1999   6,187,249     27.17   359,305     27.73
 
Options granted

 

1,329,800

 

 

24.59

 


 

 

  Options exercised   (123,978 )   23.50   (2,718 )   27.73
  Options forfeited   (402,200 )   26.68   (76,261 )   27.73
   
       
     
Balance at December 31, 2000   6,990,871     26.77   280,326     27.73
 
Options granted

 

811,700

 

 

33.90

 

299,793

 

 

32.78
  Options exercised   (275,393 )   24.39   (227,968 )   27.73
  Options forfeited   (79,400 )   27.29   (73,826 )   29.20
   
       
     
Balance at December 31, 2001   7,447,778   $ 27.63   278,325   $ 32.78
   
       
     
Options Exercisable(1):                    
  At December 31, 1999   1,986,749   $ 25.17          
  At December 31, 2000   3,195,191   $ 26.20          
  At December 31, 2001   3,763,558   $ 27.32          

(1)
The options under the Employee Stock Purchase and Savings Plan are only exercisable at the end of the offering period.

        The weighted average fair value of options granted under the combined LTIP and the SOP plans was $5.42 in 2001, $2.75 in 2000, and $2.60 in 1999. The weighted average fair value of options granted under the Employee Stock Purchase and Savings Plan was $5.85 in 2001, and $3.89 in 1999 (no options were granted in 2000). The fair values of options granted were estimated as of the grant date using the Black-Scholes option-pricing model and the following assumptions:

 
  LTIP and SOP
  Employee Stock Purchase
and Savings Plan(1)

 
 
  2001
  2000
  1999
  2001
  1999
 
Risk-free interest rate   4.78 % 6.57 % 5.86 % 4.22 % 4.98 %
Expected dividend yield   5.42 % 7.32 % 7.13 % 5.26 % 6.17 %
Expected lives   5.37 yrs. 4.86 yrs. 6.55 yrs. 2.17 yrs. 2.17 yrs.
Expected volatility   25.01 % 20.18 % 19.42 % 30.67 % 22.79 %

(1)
Options were not granted under the Employee Stock Purchase and Savings Plan in 2000.

111


        Price ranges, along with certain other information, for options outstanding under the combined LTIP and SOP plan at December 31, 2001, were as follows:

 
  Outstanding
  Exercisable
Exercise
Price Range

  Number
of Shares

  Weighted
Average
Exercise
Price

  Weighted
Average
Remaining
Contractual
Life

  Number
of Shares

  Weighted
Average
Exercise
Price

$17.35 — $23.81   2,885,473   $23.55   6.64 yrs.   1,674,393   $23.37
$23.88 — $32.65   2,489,905   $25.67   6.23 yrs.   1,089,165   $25.24
$33.50 — $38.59   2,072,400   $35.67   6.87 yrs.   1,000,000   $36.19

(d)    Director, Officer, and Key Employee Stock Purchase Program

        In December 1999, Cinergy Corp. adopted the Director, Officer, and Key Employee Stock Purchase Program (the Program). The purpose of the Program is to facilitate the purchase and ownership of Cinergy Corp.'s common stock by its directors, officers, and key employees, thereby further aligning their interests with those of its shareholders.

        In February 2000, Cinergy Corp. purchased approximately 1.6 million shares of common stock on behalf of the participants at an average price of $24.82 per share.

        Participants had the option of financing the purchases through a five-year credit facility arranged by Cinergy Corp. with a bank. Each participant is obligated to repay the bank any loan principal, interest, and prepayment fees, and each has assigned his or her dividend rights on the purchased shares to the bank to be applied to interest payments as due on the loan.

        Services, and in part, Cinergy Corp., have guaranteed repayment to the bank of 100% of each participant's loan obligations and the associated interest, and each participant has agreed to indemnify the guarantor for any payments made by it under the guaranty on the participant's behalf. A participant's obligations to the bank are unsecured and no restrictions are placed on the participant's ability to sell, pledge, or otherwise encumber or dispose of his or her purchased shares.

(e)    Stock Purchase Contracts

        In December 2001, Cinergy Corp. issued approximately $316 million notional amount of combined securities, a component of which was stock purchase contracts. These contracts obligate the holder to purchase common shares of Cinergy Corp. stock on or before February 2005. The number of shares to be issued is contingent upon the market price of Cinergy Corp. stock, but subject to predetermined ceiling and floor prices. See Note 4 for further discussion of these securities.

3.    Change in Preferred Stock of Subsidiaries

        In 2000, PSI redeemed 289,250 shares of its $100 par value, 6.875% Series preferred stock for $29 million. All other preferred stock redemptions from 1999 to 2001 were immaterial for CG&E and PSI. Refer to the Statements of Capitalization of CG&E and PSI for detailed information on preferred stock.

4.    Preferred Trust Securities

        In December 2001, Cinergy Corp. issued approximately $316 million notional amount of combined securities consisting of (a) 6.9% preferred trust securities, due February 2007, and (b) stock purchase contracts obligating the holders to purchase between 9.2 and 10.8 million shares of Cinergy Corp. common stock on or before February 2005. A $50 preferred trust security and stock purchase contract were sold together as a single security unit (Unit). The proceeds of $306 million, which is net of

112



approximately $10 million of issuance costs, were used to pay down Cinergy Corp.'s short-term indebtedness. In February 2005, the preferred trust securities will be remarketed and the dividend rate reset, no lower than 6.9%, to yield $316 million in the remarketing. The holders will use the proceeds from this remarketing to fund their obligation to purchase shares of Cinergy Corp. common stock under the stock purchase contract. The holders will pay the market price for the stock at that time, subject to a ceiling of $34.40 per share and a floor of $29.15 per share. The number of shares to be issued will vary according to the stock price, subject to the total proceeds equaling $316 million. These securities were issued through a wholly-owned trust of Cinergy Corp. The preferred trust securities are recorded on Cinergy Corp.'s Balance Sheets, net of discount and expense, as Company obligated, mandatorily redeemable, preferred trust securities of subsidiary, holding solely debt securities of the company. The fair value of the stock purchase contract was charged to Paid-in capital with a corresponding credit to Non-current liabilities—other.

        Each Unit will receive quarterly cash payments of 9.5% per annum of the notional amount, which includes the preferred trust security dividend of 6.9% and payment of 2.6%, which represents principal and interest on the stock purchase contract. Upon delivery of the shares, these stock purchase contract payments will cease.

113



5.    Long-Term Debt

        Refer to the Statements of Capitalization for detailed information for CG&E, PSI, and ULH&P. In addition, Cinergy Corp. and Global Resources also have the following total long-term debt (excluding Long-term debt due within one year, which is reflected in Current liabilities in the Balance Sheets):

 
  December 31
 
 
  2001
  2000
 
 
  (in thousands)

 
Cinergy Corp.              
  Other Long-term Debt              
    6.53% Debentures due December 16, 2008   $ 200,000   $ 200,000  
    6.125% Debentures due April 15, 2004     200,000     200,000  
    6.25% Debentures due September 1, 2004 (Executed interest rate swaps of $250 million set at London Inter-Bank Offered Rate (LIBOR) plus 2.44%)     500,341      
   
 
 
      Total Other Long-term Debt     900,341     400,000  
  Unamortized Discount     (255 )   (265 )
   
 
 
      Total—Cinergy Corp.   $ 900,086   $ 399,735  
   
 
 
Global Resources              
  Other Long-term Debt              
    6.20% Debentures due November 3, 2008   $ 150,000   $ 150,000  
    Variable interest rate of LIBOR plus 1.75%, due July 2015     14,042     14,156  
    Variable interest rate of LIBOR plus 2.5%, due July 2015     5,840     6,323  
    Variable interest rates ranging between the 3 month Prague Inter-Bank Offered Rate plus 0.55% to the 3 month Euro Inter-Bank Offered Rate (EURIBOR) plus 4.12%, maturing March 2004 to March 2005     2,752     8,314  
    Fixed interest rates 6.1% - 7.4% maturing March 2003 to May 2003     10,271     18,783  
    Fixed interest rates ranging between 9.423% and 9.911%, maturing September 2010 to September 2019     13,420      
    Fixed interest rate of 11.5%, maturing December 2023 to March 2025     17,850      
    Variable interest rate of EURIBOR plus 1.2%, maturing November 2016     52,274      
   
 
 
      Total Other Long-term Debt     266,449     197,576  
  Unamortized Discount     (227 )   (260 )
   
 
 
      Total—Global Resources     266,222     197,316  
   
 
 
Operating Companies              
  CG&E and subsidiaries   $ 1,105,333   $ 1,205,061  
  PSI     1,325,089     1,074,255  
   
 
 
      Total—Operating Companies   $ 2,430,422   $ 2,279,316  
   
 
 
Total—Cinergy   $ 3,596,730   $ 2,876,367  
   
 
 

        In January 2001, PSI retired $19.8 million principal amount of non-interest bearing Series 1994A Promissory Note, which had matured. The securities were not replaced by new issues of debt. In June 2001, PSI issued $325 million principal amount of First Mortgage Bonds Series EEE, 6.65% with a maturity date of June 15, 2006. The net proceeds of the offering were used to repay short-term indebtedness. In November 2001, the note holders exercised their option to call the $50 million PSI 6% Putable/Callable Notes (Notes) on December 14, 2001, with the intent to reset the interest rate and

114



remarket the Notes. However, in December 2001, PSI exercised its option to purchase, and subsequently retired the Notes.

        In September 2001, Cinergy Corp. issued $500 million principal amount of 6.25% debentures with a maturity date of September 1, 2004. The net proceeds of the offering were used to repay short-term indebtedness. In October 2001, Cinergy Corp. executed three receive-fixed, pay-floating interest rate swaps with a combined notional amount of $250 million. These swaps are designated as fair value hedges of 50% of Cinergy Corp.'s $500 million debentures issue.

        During 2001, Global Resources borrowed funds at variable and fixed rates to fund various projects. These loans are classified as Long-term debt and Long-term debt due within one year based upon scheduled maturities.

        The following table reflects the long-term debt maturities, excluding any redemptions due to the exercise of call or put provisions or capital lease obligations. Callable means the issuer has the right to buy back a given security from the holder at a specified price before maturity. Putable means the holder has the right to sell a given security back to the issuer at a specified price before maturity.

 
  Cinergy(1)
  CG&E and
subsidiaries

  PSI
 
  (in millions)

2002   $ 148   $ 100   $ 23
2003     92     20 (2)   58
2004     814     110     1
2005     3         1
2006     334         328
Thereafter(3)     2,365     978     945
   
 
 
    $ 3,756   $ 1,208   $ 1,356

(1)
The results of Cinergy also include amounts related to non-registrants.

(2)
CG&E and subsidiaries includes ULH&P's $20 million maturing in 2003.

(3)
Includes long-term debt with put provisions of $100 million in 2003 and $150 million in 2005 for CG&E and $50 million in 2005 for PSI.

        Maintenance and replacement fund provisions contained in PSI's first mortgage bond indenture require: (1) cash payments, (2) bond retirements, or (3) pledges of unfunded property additions each year based on an amount related to PSI's net revenues.

6.    Notes Payable and Other Short-term Obligations

        Short-term obligations may include:

    short-term notes;

    commercial paper;

    variable rate pollution control notes; and

    money pooling.

Short-term Notes

        Short-term borrowings mature within one year from the date of issuance. We primarily use unsecured revolving lines of credit for short-term borrowings. A portion of each company's revolving lines is used to provide credit support for commercial paper (discussed below). When revolving lines are reserved for commercial paper or backing letters of credit, they are not available for additional borrowings. The fees we paid to secure short-term borrowings were immaterial during each of the periods 1999, 2000, and 2001.

115


        At December 31, 2001, Cinergy Corp. had $437 million remaining unused and available capacity relating to its $1.2 billion revolving credit facilities. In February 2001, Cinergy Corp. placed a $400 million, 364-day senior revolving credit facility and in March 2001, Cinergy Corp. placed a $500 million, 364-day senior revolving credit facility. These facilities provide short-term financing. Also, in May 2001, Cinergy Corp. placed a $400 million, three-year senior revolving credit facility. This facility replaced Cinergy Corp.'s $400 million, five-year revolving credit facility that expired in May 2001, and its $200 million, three-year revolving credit facility that expired in July 2001. In December 2001, Cinergy Corp. permanently reduced the size of its $500 million, 364-day senior revolving credit facility to $225 million.

        In early 2002, Cinergy Corp. placed a $600 million, 364-day senior revolving credit facility. This facility replaces the $400 million, 364-day senior revolving credit facility that expired in February 2002 and will replace the $225 million, 364-day senior revolving credit facility expiring in March 2002, and a $150 million, three-year senior revolving credit facility expiring in June 2002.

        In addition to revolving credit facilities, Cinergy Corp., CG&E, and PSI also maintain uncommitted lines of credit. These facilities are not guaranteed sources of capital and represent an informal agreement to lend money, subject to availability, with pricing to be determined at the time of advance. At December 31, 2001, Cinergy Corp.'s $40 million uncommitted line and CG&E's $15 million uncommitted line were unused. PSI's uncommitted line of $60 million was fully drawn at year-end.

Commercial Paper

        In early 2001, Cinergy Corp. expanded the commercial paper program to a maximum outstanding principal amount of $800 million and reduced the established lines of credit at CG&E and PSI. The expansion of the commercial paper program at the Cinergy Corp. level supports, in part, the short-term borrowing needs of CG&E and PSI and eliminates their need for separate commercial paper programs. As of December 31, 2001, Cinergy Corp. had $125 million in commercial paper outstanding.

Variable Rate Pollution Control Notes

        CG&E and PSI have issued variable rate pollution control notes (tax-exempt notes obtained to finance equipment or land development to control pollution). Because the holders of these notes have the right to redeem their notes on any business day, with the remainder being redeemable annually, they are reflected in Notes payable and other short-term obligations in the Balance Sheets of Cinergy, CG&E, and PSI.

        In August 2001, CG&E issued $12.1 million of Ohio Air Quality Development Authority Air Quality Development Revenue Bonds 2001, Series A with a final maturity date of August 1, 2033, and an initial interest rate of 3.7%. The interest rate will reset annually on August 1, as negotiated, based on the Municipal Market Data Index as a benchmark. The net proceeds were used to finance the cost of air quality and solid waste disposal facilities at the William H. Zimmer Generating Station (Zimmer Station).

116



        The following table summarizes our Notes payable and other short-term obligations, excluding Notes payable to affiliated companies.

 
  December 31, 2001
  December 31, 2000
 
 
  Established
Lines

  Outstanding
  Weighted
Average
Rate

  Established
Lines

  Outstanding
  Weighted
Average
Rate

 
 
  (in millions)

 
Cinergy Corp.                                  
  Revolving lines(1)   $ 1,175   $ 599   2.55 % $ 750   $ 359   6.84 %
  Uncommitted lines     40           45     12   7.25  
  Commercial paper     800     125   3.49     400     216   7.06  

Operating companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Revolving lines               180     180   7.18  
  Uncommitted lines     75     66   3.73     125     5   7.00  
  Pollution control notes     N/A     279   2.10     N/A     267   4.52  

Non-regulated subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Revolving lines     46     38   3.37     13     11   5.86  
  Short-term debt     49     49   4.90     79     79   6.77  
         
           
     

Cinergy Total

 

 

 

 

$

1,156

 

2.74

%

 

 

 

$

1,129

 

6.38

%

CG&E and subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Revolving lines   $   $   % $ 80   $ 80   7.06 %
  Uncommitted lines     15           40        
  Pollution control notes     N/A     196   2.00     N/A     184   4.61  
         
           
     

CG&E Total

 

 

 

 

$

196

 

2.00

%

 

 

 

$

264

 

5.35

%

PSI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Revolving lines   $   $   % $ 100   $ 100   7.27 %
  Uncommitted lines     60     66   3.73     85     5   7.00  
  Pollution control notes     N/A     83   2.33     N/A     83   4.34  
         
           
     

PSI Total

 

 

 

 

$

149

 

2.95

%

 

 

 

$

188

 

5.97

%

(1)
Excludes a $600 million credit facility placed in the first quarter of 2002.

Money Pool

        Cinergy Corp., Services, and our operating companies participate in a money pool arrangement to better manage cash and working capital requirements. Under this arrangement, those companies with surplus short-term funds provide short-term loans to affiliates (other than Cinergy Corp.) participating under this arrangement. This surplus cash may be from internal or external sources. The amounts outstanding under this money pool arrangement are shown as Notes receivable from affiliated companies or Notes payable to affiliated companies on the Balance Sheets of CG&E, PSI, and ULH&P.

7.    Sales of Accounts Receivable

        CG&E, PSI, and ULH&P have an agreement to sell, on a revolving basis, undivided percentage interests in certain of their accounts receivable and the related collections up to an aggregate maximum of $350 million. CG&E retains servicing responsibilities for its role as a collection agent of the amounts due on the sold receivables. However, the purchaser assumes the risk of collection on the sold

117



receivables without recourse to CG&E, PSI, and ULH&P in the event of a loss. Proceeds from a portion of the sold receivables are held back as a reserve to reduce the purchaser's credit risk. CG&E, PSI, and ULH&P do not retain any ownership interest in the sold receivables, but do retain undivided interests in their remaining balances of accounts receivable. The recorded amounts of the retained interests are measured at net realizable value.

        The Accounts receivable on the Balance Sheets of Cinergy, CG&E, PSI, and ULH&P are net of the amounts sold at December 31, 2001, and 2000.

        The following table shows the receivables sold, the associated reserves held back, and the net amounts received as of December 31, 2001, and 2000:

 
  Receivables Sold
  Reserves
  Net Amount
 
  (in millions)

2001
                 
Cinergy   $ 322   $ 65   $ 257
CG&E and subsidiaries     188     38     150
PSI     134     27     107
ULH&P     27     5     22

2000


 

 

 

 

 

 

 

 

 
Cinergy   $ 316   $ 59   $ 257
CG&E and subsidiaries     192     36     156
PSI     124     23     101
ULH&P     32     6     26

8.    Leases

(a) Operating Leases

        We have entered into operating lease agreements for various facilities and properties such as computer, communication and transportation equipment, and office space. Total rental payments on operating leases for each of the past three years are detailed in the table below. This table also shows future minimum lease payments required for operating leases with remaining non-cancelable lease terms in excess of one year as of December 31, 2001:

 
  Actual Payments
  Estimated Minimum Payments
 
  1999
  2000
  2001
  2002
  2003
  2004
  2005
  2006
  After
2006

  Total
 
  (in millions)

  (in millions)

Cinergy(1)   $ 50   $ 56   $ 61   $ 45   $ 36   $ 26   $ 21   $ 18   $ 61   $ 207
CG&E and subsidiaries     27     30     33     20     15     10     7     6     15     73
PSI     21     21     21     17     14     9     7     7     23     77
ULH&P(2)     4     4     5                            

(1)
The results of Cinergy also include amounts related to non-registrants.

(2)
Estimated minimum lease payments are immaterial.

(b)  Capital Leases

        In 2001, 2000, and 1999, CG&E, PSI, and ULH&P entered into capital lease agreements to fund the purchase of gas and electric meters. The lease terms are for 120 months commencing December 2001, 2000, and 1999, with early buyout options at 48, 72, and 105 months. Since the objective is to own the meters indefinitely, the companies plan to exercise the buyout option at month

118



105. The lease rates used to determine the monthly payments were 6.00%, 6.09%, and 6.71% for 2001, 2000, and 1999, respectively. The meters are depreciated at the same rate as if they were owned by the companies. CG&E, PSI, and ULH&P each recorded a capital lease obligation, included in Non-current liabilities— other.

        The total minimum lease payments and the present values for these capital lease items are shown below:

 
  Total Minimum Lease Payments
 
 
  Cinergy
  CG&E and
subsidiaries

  PSI
  ULH&P
 
 
  (in millions)

 
Total minimum lease payments(1)   $ 46   $ 26   $ 20   $ 8  
Less: amount representing interest     (11 )   (6 )   (5 )   (2 )
   
 
 
 
 
Present value of minimum lease payments   $ 35   $ 20   $ 15   $ 6  

(1)
Annual minimum lease payments are immaterial.

        In 2000, CG&E entered into a capital lease agreement to fund the purchase of equipment for Zimmer Station. In August 2001, CG&E purchased the equipment at Zimmer Station, effectively terminating the lease.

        In 1996, CG&E entered into a sale-leaseback agreement for certain equipment at Woodsdale Generating Station. The lease was a capital lease with an initial lease term of five years expiring on October 31, 2001. At the end of this term, CG&E purchased the equipment.

9.    Financial Instruments

(a) Financial Derivatives

        We have entered into financial derivative contracts for the purposes described below.

    (i) Interest Rate Risk Management

        Our current policy in managing exposure to fluctuations in interest rates is to maintain the total amount of outstanding debt in floating interest rate debt instruments of approximately 30%. In maintaining this level of exposure, we use interest rate swaps. Under these swaps, we agree with other parties to exchange, at specified intervals, the difference between fixed-rate and floating-rate interest amounts calculated on an agreed notional amount. CG&E has an outstanding interest rate swap agreement that decreased the percentage of floating-rate debt. Under the provisions of the swap, which has a notional amount of $100 million, CG&E pays a fixed-rate and receives a floating-rate through October 2007. This swap qualifies as a cash flow hedge under the provisions of Statement 133. As the terms of the swap agreement mirror the terms of the debt agreement that it is hedging, we anticipate that this swap will continue to be effective as a hedge. Changes in fair value of this swap are recorded in Accumulated other comprehensive income (loss), beginning with our adoption of Statement 133 on January 1, 2001. In October 2001, Cinergy Corp. executed three interest rate swaps with a combined notional amount of $250 million. Under the provisions of the swaps, Cinergy Corp. will receive fixed-rate interest payments and pay floating-rate interest payments through September 2004. These swaps qualify as fair value hedges under the provisions of Statement 133. We anticipate that these swaps will continue to be effective as hedges. See Note 1(l) for additional information on financial derivatives. In the future, we will continually monitor market conditions to evaluate whether to modify our level of exposure to fluctuations in interest rates.

119


    (ii) Foreign Exchange Hedging Activity

        From time to time, we may utilize foreign exchange forward contracts and currency swaps to hedge foreign currency denominated purchase and sale commitments and certain of our net investments in foreign operations. These contracts and swaps allow us to potentially hedge our position against currency exchange rate fluctuations and would qualify as derivatives.

        Cinergy has exposure to fluctuations in exchange rates between the U.S. dollar and the currencies of foreign countries where we have investments. When it is appropriate we will hedge our exposure to cash flow transactions, such as a dividend payment by one of our foreign subsidiaries. As of December 31, 2001, we had no outstanding foreign currency derivatives.

(b)  Fair Value of Other Financial Instruments

        The estimated fair values of other financial instruments were as follows (this information does not claim to be a valuation of the companies as a whole):

 
  December 31, 2001
  December 31, 2000
Financial Instruments

  Carrying
Amount

  Fair
Value

  Carrying
Amount

  Fair
Value

 
  (in millions)

Cinergy(1)                        
First mortgage bonds and other long-term debt (includes amounts reflected as Long-term debt due within one year)   $ 3,745   $ 3,805   $ 2,917   $ 2,950

CG&E and subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 
First mortgage bonds and other long-term debt (includes amounts reflected as Long-term debt due within one year)   $ 1,205   $ 1,214   $ 1,206   $ 1,203

PSI

 

 

 

 

 

 

 

 

 

 

 

 
First mortgage bonds and other long-term debt (includes amounts reflected as Long-term debt due within one year)   $ 1,348   $ 1,379   $ 1,113   $ 1,136

ULH&P

 

 

 

 

 

 

 

 

 

 

 

 
Other long-term debt   $ 75   $ 76   $ 75   $ 76

(1)
The results of Cinergy also include amounts related to non-registrants.

        The following methods and assumptions were used to estimate the fair values of each major class of instruments:

    (i) Cash and cash equivalents, Restricted deposits, and Notes payable and other short-term obligations

        Due to the short period to maturity, the carrying amounts reflected on the Balance Sheets approximate fair values.

    (ii) Long-term debt

        The fair values of long-term debt issues were estimated based on the latest quoted market prices or, if not listed on the New York Stock Exchange, on the present value of future cash flows. The discount rates used approximate the incremental borrowing costs for similar instruments.

120


(c) Concentrations of Credit Risk

        Credit risk is the exposure to economic loss that would occur as a result of nonperformance by counterparties, pursuant to the terms of their contractual obligations. Specific components of credit risk include counterparty default risk, collateral risk, concentration risk, and settlement risk.

    (i) Trade Receivables and Physical Power Portfolio

        Our concentration of credit risk with respect to trade accounts receivable from electric and gas retail customers is limited. The large number of customers and diversified customer base of residential, commercial, and industrial customers significantly reduces our credit risk. Contracts within the physical portfolio of power marketing and trading operations are primarily with the traditional electric cooperatives and municipalities and other investor-owned utilities. At December 31, 2001, we do not believe we had significant exposure to credit risk with our trade accounts receivable or our physical portfolio.

    (ii) Energy Trading

        Cinergy's extension of credit for energy marketing and trading is governed by a Corporate Credit Policy. Written guidelines document the management approval levels for credit limits, evaluation of creditworthiness and credit risk mitigation procedures. Exposures to credit risks are monitored daily by the Corporate Credit Risk function. As of December 31, 2001, approximately 97% of the credit exposure related to energy trading and marketing activity was with counterparties rated Investment Grade or higher. Energy commodity prices can be extremely volatile and the market can, at times, lack liquidity. Because of these issues, credit risk is generally greater than with other commodity trading.

        In December 2001, Enron Corp. (Enron) filed for protection under Chapter 11 of the U.S. Bankruptcy Code in the Southern District of New York. We decreased our trading activities with Enron in the months prior to its bankruptcy filing. We intend to resolve any contract differences pursuant to the terms of those contracts, business practices and the applicable provisions of the Bankruptcy Code, as approved by the court. While we cannot predict the courts resolution of these matters, we do not believe that any exposure relating to those contracts would have a material impact on our financial position or results of operations. While most of our contracts with Enron were considered trading and thus recorded at fair value, a few contracts were accounted for utilizing the normal exemption under Statement 133 (see Note 1(k)). These contracts were recognized at fair value when the contracts were terminated in the fourth quarter of 2001. Fair value for these contracts, and all terminated contracts with Enron, is governed by the provisions of each contract, but typically approximates fair value at contract termination. However, the effect of the loss of Enron's participation in the energy markets on long-term liquidity and price volatility, or on the creditworthiness of common counterparties cannot be determined. We continually review and monitor our credit exposure to all counterparties and adjust the fair value of our position, as appropriate.

    (iii) Financial Derivatives

        Potential exposure to credit risk also exists from our use of financial derivatives such as currency swaps, foreign exchange forward contracts, and interest rate swaps. Because these financial instruments are transacted only with highly rated financial institutions, we do not anticipate nonperformance by any of the counterparties.

10. Pension and Other Postretirement Benefits

        We provide benefits to retirees in the form of pensions and other postretirement benefits.

121



        Our defined benefit pension plans cover substantially all U.S. employees meeting certain minimum age and service requirements. A final average pay formula determines plan benefits. These plan benefits are based on:

    years of participation;

    age at retirement; and

    the applicable average Social Security wage base or benefit amount.

        Our pension plan funding policy for U.S. employees is to contribute at least the amount required by the Employee Retirement Income Security Act of 1974, and up to the amount deductible for income tax purposes. The pension plans' assets consist of investments in equity and fixed income securities.

        We provide certain health care and life insurance benefits to retired U.S. employees and their eligible dependents. These benefits are subject to minimum age and service requirements. The health care benefits include medical coverage, dental coverage, and prescription drugs and are subject to certain limitations, such as deductibles and co-payments. Neither CG&E nor ULH&P pre-fund their obligations for these postretirement benefits. In 1999, PSI began pre-funding its obligations through a grantor trust as authorized by the IURC.

        In 2000, Cinergy offered early retirement plans to certain individuals under a Limited Early Retirement Program (LERP). In accordance with Statement of Financial Accounting Standards No. 88, Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits (Statement 88), Cinergy recognized a one-time expense of $12.8 million in 2000.

        Our benefit plans' costs for the past three years, as well as the actuarial assumptions used in determining these costs, included the following components:

 
  Pension Benefits
  Other Postretirement Benefits
 
 
  2001
  2000
  1999
  2001
  2000
  1999
 
 
  (in millions)

 
Service cost   $ 27.9   $ 27.4   $ 24.8   $ 3.8   $ 3.4   $ 3.5  
Interest cost     77.5     73.0     70.8     17.9     17.0     16.2  
Expected return on plans' assets     (81.9 )   (77.0 )   (72.0 )            
Amortization of transition (asset) obligation     (1.3 )   (1.3 )   (1.3 )   5.0     5.0     5.0  
Amortization of prior service cost     4.6     4.5     4.5              
Recognized actuarial (gain) loss     (3.2 )   (2.4 )   0.6     0.1         0.8  
LERP Statement 88 cost         11.9                  
   
 
 
 
 
 
 
Net periodic benefit cost   $ 23.6   $ 36.1   $ 27.4   $ 26.8   $ 25.4   $ 25.5  

Actuarial assumptions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Discount rate     7.50 %   7.50 %   7.50 %   7.50 %   7.50 %   7.50 %
  Rate of future compensation increase     4.00     4.50     4.50     N/A     N/A     N/A  
  Rate of return on plans' assets     9.25     9.00     9.00     N/A     N/A     N/A  

        For measurement purposes, we assumed an eight percent annual rate of increase in the per capita cost of covered health care benefits for 2001. It was assumed that the rate would decrease gradually to five percent in 2008 and remain at that level thereafter.

122



        The following table provides a reconciliation of the changes in the plans' benefit obligations and fair value of assets over the two-year period ended December 31, 2001, and a statement of the funded status as of December 31 of both years.

 
  Pension Benefits
  Other Postretirement
Benefits

 
 
  2001
  2000
  2001
  2000
 
 
  (in millions)

 
Change in benefit obligation                          

Benefit obligation at beginning of period

 

$

1,064.5

 

$

1,002.0

 

$

247.1

 

$

234.4

 

Service cost

 

 

27.9

 

 

27.4

 

 

3.8

 

 

3.4

 
Interest cost     77.5     73.0     17.9     17.0  
Amendments(1)     18.0     13.1          
Actuarial (gain) loss     (43.6 )   12.0     17.9     6.7  
Benefits paid     (60.8 )   (63.0 )   (16.3 )   (14.4 )
   
 
 
 
 

Benefit obligation at end of period

 

 

1,083.5

 

 

1,064.5

 

 

270.4

 

 

247.1

 

Change in plan assets

 

 

 

 

 

 

 

 

 

 

 

 

 
Fair value of plan assets at beginning of period     1,043.6     946.1          
Actual return on plan assets     (108.1 )   160.5          
Employer contribution     0.7         16.3     14.4  
Benefits paid     (60.8 )   (63.0 )   (16.3 )   (14.4 )
   
 
 
 
 

Fair value of plan assets at end of period

 

 

875.4

 

 

1,043.6

 

 


 

 


 

Funded status

 

 

(208.1

)

 

(20.9

)

 

(270.4

)

 

(247.1

)

Unrecognized prior service cost

 

 

50.0

 

 

36.6

 

 


 

 


 
Unrecognized net actuarial (gain) loss     (100.1 )   (249.6 )   45.7     26.6  
Unrecognized net transition (asset) obligation     (3.2 )   (4.5 )   50.8     55.8  
   
 
 
 
 

Accrued benefit cost at December 31

 

$

(261.4

)

$

(238.4

)

$

(173.9

)

$

(164.7

)

(1)
For 2000, the amount of $13.1 million includes $11.9 million of LERP expenses in accordance with Statement 88, as previously discussed.

        Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

 
  One-Percentage-
Point Increase

  One-Percentage-
Point Decrease

 
 
  (in millions)

 
Effect on total of service and interest cost components   $ 3.2   $ (2.8 )
Effect on postretirement benefit obligation     34.7     (30.3 )

        In addition, we sponsor non-qualified pension plans (plans that do not meet the criteria for tax benefits) that cover officers, certain other key employees, and non-employee directors. We began funding certain of these non-qualified plans through a rabbi trust in 1999.

123



        The pension benefit obligations and pension cost under these plans were as follows:

 
  2001
  2000
 
  (in millions)

Pension benefit obligation   $ 70.9   $ 67.0
Pension cost     8.7     8.3

11. Disposition of Unconsolidated Subsidiary

        On July 15, 1999, we sold our 50% ownership interest in Midlands Electricity plc (Midlands) to GPU, Inc. In exchange for our interest in Midlands, we received 452.5 million pounds sterling (approximately $700 million). As a result of the transaction, we realized a net contribution to earnings of approximately $.43 EPS and EPS-assuming dilution, after deducting financing, transaction, and currency costs.

        The pro forma information presented below reflects Cinergy's net income and EPS without the investment in Midlands for 1999.

 
  Year Ended December 31
1999

 
  Net Income
  EPS(1)
 
  (in millions, except
for earnings per share)

Reported results   $ 404   $ 2.54

Pro forma adjustments:

 

 

 

 

 

 
  Equity in earnings of Midlands     (58 )    
  Gain on sale of investment in Midlands     (99 )    
  Interest     21      
  Income taxes     40      
   
     

Pro forma results

 

$

308

 

$

1.94

(1)
Represents basic EPS. Actual EPS — assuming dilution were $2.53, and pro forma EPS — assuming dilution were $1.93.

124


12. Income Taxes

        The following table shows the significant components of Cinergy's, CG&E's, and PSI's net deferred income tax liabilities as of December 31, 2001, and 2000:

 
  Cinergy(1)
  CG&E and subsidiaries
  PSI
 
  2001
  2000
  2001
  2000
  2001
  2000
 
  (in millions)

  (in millions)

  (in millions)

Deferred Income Tax Liability                                    
  Property, plant, and equipment   $ 1,172.0   $ 1,135.9   $ 708.0   $ 703.0   $ 453.2   $ 432.8
  Unamortized costs of reacquiring debt     13.4     18.2     3.2     8.1     10.2     10.1
  Deferred operating expenses and carrying costs     10.3     60.2         40.7     10.3     19.5
  Purchased power tracker     9.7                 9.7    
  RTC     206.0         206.0            
  Net energy risk management assets     12.2         8.4            
  Amounts due from customers—income taxes     22.9     96.2     16.0     91.2     6.9     5.0
  Gasification services agreement buyout costs     92.3     94.8             92.3     94.8
  Other     47.6     60.9     8.7     37.0     2.3     9.0
   
 
 
 
 
 

Total Deferred Income Tax Liability

 

 

1,586.4

 

 

1,466.2

 

 

950.3

 

 

880.0

 

 

584.9

 

 

571.2

Deferred Income Tax Asset

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Unamortized investment tax credits     45.9     56.1     36.0     42.8     10.0     13.2
  Accrued pension and other benefit costs     162.4     137.7     96.6     67.5     47.2     39.8
  Net energy risk management liabilities         24.6         6.1     5.5     18.5
  Rural Utilities Service (RUS) obligation     28.2     28.2             28.2     28.2
  Other     48.5     33.6     38.4     27.8     7.3     12.9
   
 
 
 
 
 

Total Deferred Income Tax Asset

 

 

285.0

 

 

280.2

 

 

171.0

 

 

144.2

 

 

98.2

 

 

112.6

Net Deferred Income Tax Liability

 

$

1,301.4

 

$

1,186.0

 

$

779.3

 

$

735.8

 

$

486.7

 

$

458.6

(1)
The results of Cinergy also include amounts related to non-registrants.

        We will file a consolidated federal income tax return for the year ended December 31, 2001. The current tax liability is allocated among the members of the Cinergy consolidated group, pursuant to a tax sharing agreement filed with the SEC under the PUHCA.

125



        The following table summarizes federal and state income taxes charged (credited) to income for Cinergy, CG&E, and PSI:

 
  Cinergy(1)
  CG&E and subsidiaries
  PSI
 
 
  2001
  2000
  1999
  2001
  2000
  1999
  2001
  2000
  1999
 
 
  (in millions)

  (in millions)

  (in millions)

 
Current Income Taxes                                                        
  Federal   $ 122.4   $ 187.3   $ 114.0   $ 135.1   $ 121.5   $ 137.3   $ 59.9   $ 84.4   $ (30.6 )
  State     9.3     16.9     (1.5 )   7.6     1.6     4.0     4.6     10.8     (3.1 )
   
 
 
 
 
 
 
 
 
 
Total Current Income Taxes     131.7     204.2     112.5     142.7     123.1     141.3     64.5     95.2     (33.7 )

Deferred Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Federal                                                        
    Depreciation and other property, plant, and equipment-related items     42.7     26.1     24.0     23.3     19.0     13.8     10.7     7.1     10.2  
    Pension and other benefit costs     (11.8 )   (21.3 )   (10.5 )   (4.2 )   (7.5 )   (5.3 )   (7.6 )   (11.5 )   (5.0 )
    Deferred excise taxes     14.5             14.5                      
    Unrealized energy risk management transactions     44.0     10.9     (5.1 )   23.9     5.6     (11.6 )   11.6     2.0     6.5  
    Fuel costs     5.7     28.7     4.3     (8.0 )   26.7     2.7     13.7     2.0     1.6  
    Purchased power tracker     8.5                         8.5          
    Gasification services agreement buyout costs     (2.2 )   (0.1 )   83.6                 (2.2 )   (0.1 )   83.6  
    Other—net     16.1     11.0     (5.1 )   (4.8 )   (3.0 )   8.3     5.3     (1.2 )   (4.5 )
   
 
 
 
 
 
 
 
 
 

Total Deferred Federal Income Taxes

 

 

117.5

 

 

55.3

 

 

91.2

 

 

44.7

 

 

40.8

 

 

7.9

 

 

40.0

 

 

(1.7

)

 

92.4

 
 
State

 

 

15.4

 

 

1.7

 

 

14.2

 

 

5.0

 

 

1.5

 

 

0.6

 

 

4.8

 

 

(1.4

)

 

13.6

 
   
 
 
 
 
 
 
 
 
 

Total Deferred Income Taxes

 

 

132.9

 

 

57.0

 

 

105.4

 

 

49.7

 

 

42.3

 

 

8.5

 

 

44.8

 

 

(3.1

)

 

106.0

 

Investment Tax Credits—Net

 

 

(9.1

)

 

(9.6

)

 

(9.2

)

 

(5.9

)

 

(6.0

)

 

(6.1

)

 

(3.2

)

 

(3.6

)

 

(3.1

)
   
 
 
 
 
 
 
 
 
 

Total Income Taxes

 

$

255.5

 

$

251.6

 

$

208.7

 

$

186.5

 

$

159.4

 

$

143.7

 

$

106.1

 

$

88.5

 

$

69.2

 

(1)
The results of Cinergy also include amounts related to non-registrants.

126


        The following table presents a reconciliation of federal income taxes (which are calculated by multiplying the statutory federal income tax rate by book income before federal income tax) to the federal income tax expense reported in the Statements of Income for Cinergy, CG&E, and PSI.

 
  Cinergy(1)
  CG&E and subsidiaries
  PSI
 
 
  2001
  2000
  1999
  2001
  2000
  1999
  2001
  2000
  1999
 
 
  (in millions)

  (in millions)

  (in millions)

 
Statutory federal income tax provision   $ 235.6   $ 221.3   $ 209.9   $ 175.2   $ 148.1   $ 130.4   $ 90.7   $ 75.1   $ 61.6  
Increases (Reductions) in taxes resulting from:                                                        
  Amortization of investment tax credits     (9.1 )   (9.6 )   (9.2 )   (5.9 )   (6.0 )   (6.1 )   (3.2 )   (3.6 )   (3.1 )
  Depreciation and other property, plant, and equipment-related differences     3.2     17.7     14.4     2.6     14.0     11.6     0.6     3.6     2.8  
  Preferred dividend requirements of subsidiaries     1.2     1.6     1.9                          
  Foreign tax adjustments     (1.3 )       (15.5 )                        
  Other—net     1.2     2.0     (5.5 )   2.0     0.2     3.2     8.6     4.0     (2.6 )
   
 
 
 
 
 
 
 
 
 

Federal Income Tax Expense

 

$

230.8

 

$

233.0

 

$

196.0

 

$

173.9

 

$

156.3

 

$

139.1

 

$

96.7

 

$

79.1

 

$

58.7

 
   
 
 
 
 
 
 
 
 
 

(1)
The results of Cinergy also include amounts related to non-registrants.

        The following table shows the significant components of ULH&P's net deferred income tax liability as of December 31, 2001 and 2000:

 
  ULH&P
 
  2001
  2000
 
  (in thousands)

Deferred Income Tax Liability            
  Property, plant, and equipment   $ 34,218   $ 32,674
  Unamortized costs of reacquiring debt     699     747
  Deferred fuel costs         6,934
  Other     4,158     3,620
   
 

Total Deferred Income Tax Liability

 

 

39,075

 

 

43,975

Deferred Income Tax Asset

 

 

 

 

 

 
  Unamortized investment tax credits     1,035     1,309
  Amounts due to customers-income taxes     2,524     2,627
  Deferred fuel costs     520    
  Accrued pension and other benefit costs     3,947     2,660
  Other     2,726     1,557
   
 

Total Deferred Income Tax Asset

 

 

10,752

 

 

8,153

Net Deferred Income Tax Liability

 

$

28,323

 

$

35,822
   
 

127


        The following table summarizes federal and state income taxes charged (credited) to income for ULH&P:

 
  ULH&P
 
 
  2001
  2000
  1999
 
 
  (in thousands)

 
Current Income Taxes                    
  Federal   $ 23,109   $ 5,003   $ 8,668  
  State     (2,293 )   (129 )   2,253  
   
 
 
 
Total Current Income Taxes     20,816     4,874     10,921  

Deferred Income Taxes

 

 

 

 

 

 

 

 

 

 
  Federal                    
    Depreciation and other property, plant, and equipment-related items     1,042     1,059     831  
    Pension and other benefit costs     (140 )   (605 )   40  
    Fuel costs     (7,338 )   8,564     (1,385 )
    Unamortized costs of reacquiring debt     (30 )   (30 )   (39 )
    Service company allocations     192     251     324  
    Other—net     212     (338 )   (155 )
   
 
 
 

Total Deferred Federal Income Taxes

 

 

(6,062

)

 

8,901

 

 

(384

)

Deferred State Income Taxes

 

 

(781

)

 

303

 

 

(76

)
   
 
 
 

Total Deferred Income Taxes

 

 

(6,843

)

 

9,204

 

 

(460

)

Investment Tax Credits—Net

 

 

(274

)

 

(277

)

 

(277

)

Total Income Taxes

 

$

13,699

 

$

13,801

 

$

10,184

 

        The following table presents a reconciliation of federal income taxes (which are calculated by multiplying the statutory federal income tax rate by book income before federal income tax) to the federal income tax expense reported in the Statements of Income for ULH&P.

 
  ULH&P
 
 
  2001
  2000
  1999
 
 
  (in thousands)

 
Statutory federal income tax provision   $ 18,444   $ 13,391   $ 7,098  
Increases (Reductions) in taxes resulting from:                    
  Amortization of investment tax credits     (274 )   (277 )   (277 )
  Depreciation and other property, plant, and equipment-related differences     23     830     94  
  Other—net     (1,420 )   (317 )   1,092  
   
 
 
 

Federal Income Tax Expense

 

$

16,773

 

$

13,627

 

$

8,007

 

128


13. Commitments and Contingencies

(a) Construction and Other Commitments

        Forecasted construction and other committed expenditures, including AFUDC, for the year 2002 and for the five-year period 2002-2006 (in nominal dollars) are presented in the table below:

 
  2002
  2002-2006
 
  (in millions)

Cinergy(1)   $ 889   $ 3,070
CG&E and subsidiaries     275     1,135
PSI     478     1,522
ULH&P     43     212

(1)
The results of Cinergy also include amounts related to non-registrants.

        This forecast includes an estimate of expenditures in accordance with the companies' plans regarding nitrogen oxide (NOX) emission control standards and other environmental compliance (excluding implementation of the tentative U.S. Environmental Protection Agency (EPA) Agreement), as discussed below.

(b) Guarantees

        Cinergy Corp. has made separate guarantees to certain counterparties regarding performance of commitments by our consolidated subsidiaries, unconsolidated subsidiaries and joint ventures. We are subject to an SEC order under PUHCA, which limits the amount we can have outstanding under guarantees at any one time to $2 billion. As of December 31, 2001, we had $558 million outstanding under the guarantees issued, of which approximately 70% represents guarantees of obligations reflected on Cinergy's Consolidated Balance Sheet. These outstanding guarantees relate to subsidiary and joint venture indebtedness and performance commitments.

(c) Ozone Transport Rulemakings

        In June 1997, the Ozone Transport Assessment Group, which consisted of 37 states, made a wide range of recommendations to the EPA to address the impact of ozone transport on serious non-attainment areas (geographic areas defined by the EPA as non-compliant with ozone standards) in the Northeast, Midwest, and South. Ozone transport refers to wind-blown movement of ozone and ozone-causing materials across city and state boundaries. In late 1997, the EPA published a proposed call for revisions to State Implementation Plans (SIPs) for achieving emissions reductions to address air quality concerns. The EPA must approve all SIPs.

    (i) NOX SIP Call

        In October 1998, the EPA finalized its ozone transport rule, also known as the NOX SIP Call. It applied to 22 states in the Eastern half of the U.S., including the three states in which our electric utilities operate, and proposed a model NOX emission allowance-trading program. This rule recommended states reduce NOX emissions primarily from industrial and utility sources to a certain level by May 2003. The EPA gave the affected states until September 30, 1999, to incorporate
NOX reductions and, at the discretion of the state, a NOX trading program into their SIPs. The EPA proposed to implement a federal plan to accomplish the equivalent NOX reductions by May 1, 2003, if states failed to revise their SIPs.

        Ohio, Indiana, a number of other states, and various industry groups (some of which we are a member), filed legal challenges to the NOX SIP Call with the U.S. Circuit Court of Appeals for the District of Columbia (Court of Appeals).

129



        Following a number of rulings and appeals, in August 2000, the Court of Appeals extended the deadline for NOX reductions to May 31, 2004. The states and other groups sought review of the Court of Appeals ruling by the U.S. Supreme Court (Supreme Court). In March 2001, the Supreme Court decided not to grant that review.

        In June 2001, the Court of Appeals remanded portions of the NOX SIP Call to the EPA for reconsideration of how growth was factored into the state NOX budgets. It is unclear whether this decision will result in an increase or decrease in the size of the NOX reduction requirement. On August 3, 2001, the EPA published, in the Federal Register, a notice of data availability for justification of the state NOX budgets. Comments on the justification were filed prior to the September 19, 2001 deadline by various industry groups (some of which we are members) and states.

        The states of Indiana and Kentucky developed final NOX SIP rules in response to the NOX SIP Call, through cap and trade programs, in June and July of 2001, respectively. On November 8, 2001, the EPA approved Indiana's SIP rules which became effective December 10, 2001. The EPA is expected to approve Kentucky's rules in the near future. The state of Ohio is still in the process of developing its NOX SIP rules in response to the NOX SIP Call. Cinergy's current plans for compliance with the EPA's NOX SIP Call would also satisfy compliance with Indiana's SIP rules and Kentucky's proposed rules.

        On September 25, 2000, Cinergy announced a plan for its subsidiaries, CG&E and PSI, to invest in pollution control equipment and other methods to reduce NOX emissions. The current estimate of additional expenditures for this investment is approximately $550 million (in nominal dollars) and includes the following:

    install selective catalytic reduction units (SCRs) at several different generating stations;

    install other pollution control technologies, including new computer software, at all generating stations;

    make combustion improvements; and

    utilize market opportunities to buy and sell NOX allowances.

        SCRs are the most proven technology currently available for reducing NOX emissions produced in coal-fired generating stations.

    (ii) Section 126 Petitions

        In February 1998, several northeast states filed petitions seeking the EPA's assistance in reducing ozone in the Eastern U.S. under Section 126 of the Clean Air Act (CAA). The EPA believes that Section 126 petitions allow a state to claim that sources in another state are contributing to its air quality problem and request that the EPA require the upwind sources to reduce their emissions.

        In December 1999, the EPA granted four Section 126 petitions relating to NOX emissions. This ruling affected all of our Ohio and Kentucky facilities, as well as some of our Indiana facilities, and requires us to reduce our NOX emissions to a certain level by May 2003. In May 2001, the Court of Appeals substantially upheld a challenge to the Section 126 requirements, and remanded portions of the rule to the EPA for reconsideration of how growth was factored into the emission limitations. On August 24, 2001, the Court of Appeals temporarily suspended the Section 126 compliance deadline, pending the EPA's reconsideration of growth factors. On January 19, 2002, the EPA issued a memorandum to all Regional Air Division Directors confirming that the Agency would extend the Section 126 rule compliance deadline to May 31, 2004, thus harmonizing the deadline with that for NOX SIP Call.

130



    (iii) State Ozone Plans

        On November 15, 1999, the states of Indiana and Kentucky (along with Jefferson County, Kentucky) jointly filed an amendment to their attainment demonstration on how they intend to bring the Greater Louisville Area, (including Floyd and Clark Counties in Indiana), into attainment with the one-hour ozone standard. The Greater Louisville Area has since attained the one-hour ozone standard, and on October 23, 2001, the EPA re-designated the area as being in attainment with that standard. Previous SIP amendments called for, among other things, statewide NOX reductions from utilities in Indiana, Kentucky, and surrounding states which are less stringent than the EPA's NOX SIP Call. Indiana and Kentucky committed to adopt utility NOX control rules by December 2000, that would require controls be installed by May 2003. However, Indiana halted the rulemaking for NOX controls at this level, but completed NOX SIP Call level reduction regulations. Kentucky has completed its rulemaking, and issued a final rule that changed the compliance deadline to mirror the NOX SIP Call of May 31, 2004. However, on November 1, 2001, the intent to withdraw the regulation was noted in the Kentucky Administrative Register.

        See (f) below for a discussion of the tentative EPA Agreement, the implementation of which could affect our strategy for compliance with the final NOX SIP Call.

(d) New Source Review (NSR)

        The CAA's NSR provisions require that a company obtain a pre-construction permit if it plans to build a new stationary source of pollution or make a major modification to an existing facility, unless the changes are exempt. In July 1998, the EPA requested comments on proposed revisions to the NSR rules that could have the affect of changing NSR applicability by limiting exemptions contained in the current regulation. On June 22, 2001, the EPA issued an NSR 90-Day Review Paper and scheduled four public forums across the U.S. to gather more information on the impacts of NSR. Cinergy provided oral testimony at an EPA public forum held in Cincinnati, Ohio, on July 10, 2001, and submitted written comments as well.

        Since July 1999, CG&E and PSI have received requests from the EPA (Region 5), under Section 114 of the CAA, seeking documents and information regarding capital and maintenance expenditures at several of their respective generating stations. These requests were part of an industry-wide investigation assessing compliance with the NSR and the New Source Performance Standards (NSPS) of the CAA at electric generating stations.

        On September 15, 1999, November 3, 1999, and February 2, 2001, the Attorneys General of New York, Connecticut, and New Jersey, respectively, issued letters notifying Cinergy and CG&E of their intent to sue under the citizens' suit provisions of the CAA. These states allege violations of the CAA by constructing and continuing to operate a major modification of CG&E's W.C. Beckjord Generating Station (Beckjord Station) without obtaining the required NSR pre-construction permits.

        On November 3, 1999, the EPA sued a number of holding companies and electric utilities, including Cinergy, CG&E, and PSI, in various U.S. District Courts (District Court). The Cinergy, CG&E, and PSI suit alleged violations of the CAA at two of our generating stations relating to NSR and NSPS requirements. The suit sought (1) injunctive relief to require installation of pollution control technology on each of the generating units at Beckjord Station and at PSI's Cayuga Generating Station (Cayuga Station), and (2) civil penalties in amounts of up to $27,500 per day for each violation.

        On March 1, 2000, the EPA filed an amended complaint against Cinergy, CG&E, and PSI. The amended complaint added alleged violations of the NSR requirements of the CAA at two of our generating stations contained in a notice of violation (NOV) filed by the EPA on November 3, 1999. It also added claims for relief of alleged violations of nonattainment NSR, Indiana and Ohio SIPs, and particulate matter emission limits (as discussed below in the "Beckjord Station NOV" section).

131



        The amended complaint sought (1) injunctive relief to require installation of pollution control technology on each of the generating units at Beckjord Station and PSI's Cayuga Station, Wabash River Generating Station, and Gallagher Generating Station, and such other measures as necessary, and (2) civil penalties in amounts of up to $27,500 per day for each violation.

        On March 1, 2000, the EPA also filed an amended complaint in a separate lawsuit alleging violations of the CAA relating to NSR, Prevention of Significant Deterioration (PSD), and Ohio SIP requirements regarding various generating stations, including a generating station operated by the Columbus Southern Power Company (CSP) and jointly-owned by CSP, the Dayton Power and Light Company (DP&L), and CG&E. The EPA is seeking injunctive relief and civil penalties of up to $27,500 per day for each violation. This suit is being defended by CSP. On April 4, 2001, the District Court in that case ruled that neither the Government nor the intervening plaintiff environmental groups could obtain civil penalties for any alleged violations that occurred more than five years prior to the filing of the complaint, but that both parties could seek injunctive relief for alleged violations that occurred more than five years before the filing of the complaint. Thus, if the plaintiffs prevail in their claims, any calculation for penalties will not start on the date of the alleged violations, unless those alleged violations occurred after November 3, 1994, but CSP would be forced to install the controls required under the CAA. Neither party appealed that decision.

        On June 28, 2000, the EPA issued an NOV to Cinergy, CG&E, and PSI for alleged violations of NSR, PSD, and SIP requirements at CG&E's Miami Fort Generating Station (Miami Fort Station) and PSI's Gibson Generating Station (Gibson Station). In addition, Cinergy and CG&E have been informed by DP&L, the operator of J.M. Stuart Generating Station (Stuart Station), that on June 30, 2000, the EPA issued an NOV to DP&L for alleged violations of NSR, PSD, and SIP requirements at this station. CG&E owns 39% of Stuart Station. The NOVs indicated that the EPA may (1) issue an order requiring compliance with the requirements of the SIP, or (2) bring a civil action seeking injunctive relief and civil penalties of up to $27,500 per day for each violation.

        On August 2, 2001, the states of New York, New Jersey, and Connecticut filed an Assented to Motion to Intervene in this litigation. Their motion was granted by the District Court on August 3, 2001. The states' proposed complaint is an exhibit to the motion to intervene. Cinergy, CG&E, and PSI are in the process of evaluating the states' complaint but, at this time, are unable to determine the effect, if any, this filing will have on the issues affecting us regarding NSR, as framed in the EPA's Amended Complaint.

        See (f) below for a discussion of the tentative EPA Agreement, which relates to matters discussed within this note.

(e) Beckjord Station NOV

        On November 30, 1999, the EPA filed an NOV against Cinergy and CG&E, alleging that emissions of particulate matter at the Beckjord Station exceeded the allowable limit. The NOV indicated that the EPA may (1) issue an administrative penalty order, or (2) file a civil action seeking injunctive relief and civil penalties of up to $27,500 per day for each violation. The allegations contained in this NOV were incorporated within the March 1, 2000 amended complaint, as discussed in (d) above. On June 22, 2000, the EPA issued an NOV and a finding of violation (FOV) alleging additional particulate emission violations at Beckjord Station and offered us an opportunity to meet and discuss the allegations and corrective measures. The NOV/FOV indicated the EPA may issue an administrative compliance order, issue an administrative penalty order, or bring a civil or criminal action.

        See (f) below for a discussion of the tentative EPA Agreement, which relates to matters discussed within this note.

132



(f) EPA Agreement

        On December 21, 2000, Cinergy, CG&E, and PSI reached an agreement in principle with the EPA, the U.S. Department of Justice (Justice Department), three northeast states, and two environmental groups that could serve as the basis for a negotiated resolution of CAA claims and other related matters brought against coal-fired power plants owned and operated by Cinergy's operating subsidiaries. The complete resolution of these issues is contingent upon establishing a final agreement with the EPA and other parties. If a final agreement is reached with these parties, it would resolve past claims of NSR violations as well as the Beckjord Station NOVs/FOV discussed previously under (d) and (e).

        Under the terms of the tentative agreement, the EPA and the other plaintiffs have agreed to drop all challenges of past maintenance and repair activities at our coal-fired generation plants. In addition, the intent of the tentative agreement is that we would be allowed to continue on-going activities to maintain reliability and availability without subjecting the plants to future litigation regarding federal permitting requirements.

        In return for resolution of claims regarding past maintenance activities as well as future operational certainty, and demand growth, we have tentatively agreed to:

    shut down or repower with natural gas nine small coal-fired boilers at three power plants beginning in 2004;

    build four additional sulfur dioxide (SO2) scrubbers, the first of which must be operational by December 31, 2007;

    upgrade existing particulate control systems;

    phase in the operation of NOX reduction technology year-round starting in 2004;

    retire 50,000 tons of SO2 allowances between 2001 and 2005 and reduce our SO2 cap by 35% in 2013;

    pay a civil penalty of $8.5 million to the U.S. government; and

    implement $21.5 million in environmental mitigation projects.

        The estimated cost for these capital expenditures is expected to be approximately $700 million. These capital expenditures are in addition to our previously announced commitment to install NOX controls over the next four years as previously discussed in "Ozone Transport Rulemaking".

        In reaching the tentative agreement, we did not admit any wrongdoing and remain free to continue our current maintenance practices, as well as implement future projects for improved reliability.

        In January 2002, the Justice Department completed its review of NSR, after considering dismissal of the lawsuits, and decided to pursue the pending lawsuits, including the suit against Cinergy, CG&E, and PSI. We will continue to pursue a negotiated settlement of these lawsuits if that continues to be in the best interests of the company. If the settlement is not completed, we intend to defend against the allegations, discussed in (d) and (e) above, vigorously in court. In such an event, it is not possible to determine the likelihood that the plaintiffs would prevail on their claims or whether resolution of these matters would have a material effect on our financial condition or results of operations.

133



(g) Manufactured Gas Plant (MGP) Sites

    (i) General

        Prior to the 1950s, gas was produced at MGP sites through a process that involved the heating of coal and/or oil. The gas produced from this process was sold for residential, commercial, and industrial uses.

    (ii) PSI

        Coal tar residues, related hydrocarbons, and various metals associated with MGP sites have been found at former MGP sites in Indiana, including at least 21 sites which PSI or its predecessors previously owned. PSI acquired four of the sites from Northern Indiana Public Service Company (NIPSCO) in 1931. At the same time, PSI sold NIPSCO the sites located in Goshen and Warsaw, Indiana. In 1945, PSI sold 19 of these sites (including the four sites it acquired from NIPSCO) to the predecessor of the Indiana Gas Company, Inc. (IGC). IGC later sold the site located in Rochester, Indiana to NIPSCO.

        IGC (in 1994) and NIPSCO (in 1995) both made claims against PSI. The basis of these claims was that PSI is a Potentially Responsible Party with respect to the 21 MGP sites under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). The claims further asserted that PSI was legally responsible for the costs of investigating and remediating the sites. In August 1997, NIPSCO filed suit against PSI in federal court, claiming recovery (pursuant to CERCLA) of NIPSCO's past and future costs of investigating and remediating MGP-related contamination at the Goshen MGP site.

        In November 1998, NIPSCO, IGC, and PSI entered into a Site Participation and Cost Sharing Agreement (Agreement). This Agreement allocated CERCLA liability for past and future costs at seven MGP sites in Indiana among the three companies. As a result of the Agreement, NIPSCO's lawsuit against PSI was dismissed. The parties have assigned lead responsibility for managing further investigation and remediation activities at each of the sites to one of the parties. Similar agreements were reached between IGC and PSI that allocate CERCLA liability at 14 MGP sites with which NIPSCO was not involved. These agreements concluded all CERCLA and similar claims between the three companies related to MGP sites. The parties continue to investigate and remediate the sites, as appropriate under the agreements and applicable laws. The Indiana Department of Environmental Management (IDEM) oversees investigation and cleanup of some of the sites.

        PSI notified its insurance carriers of the claims related to MGP sites raised by IGC, NIPSCO, and IDEM. In April 1998, PSI filed suit in Hendricks County Circuit Court in the State of Indiana against its general liability insurance carriers. Subsequently, PSI sought a declaratory judgment to obligate its insurance carriers to (1) defend MGP claims against PSI, or (2) pay PSI's costs of defense and compensate PSI for its costs of investigating, preventing, mitigating, and remediating damage to property and paying claims related to MGP sites. The lawsuit was moved to the Hendricks Superior Court (Superior Court) in July 1998. Discovery closed in the case at the end of August 2001. PSI and its insurance carriers filed briefs on various issues for decision by the Superior Court in hearings held in November 2001. In December 2001, the Superior Court rescheduled the trial to June 2002. On February 1, 2002, the Superior Court issued rulings on motions for summary judgment. The Superior Court granted the motions of several insurance carriers who claimed that there was insufficient evidence concerning the terms of their policies. The insurance policies in question were between 1950-1958 and 1961-1964. With respect to the remaining policies (between 1958-1961 and 1964-1984), the Superior Court denied all of the insurance carriers' motions. This included motions on the issues of Trigger of Coverage, Expected or Intended Damage, Late Notice and Voluntary Payments. The Superior Court found triable issues of fact for the jury to decide as to the former two issues, and ruled in PSI's favor, as a matter of law, on the latter two issues. The trial against the remaining insurance

134



carriers will go forward in June 2002. At the present time, PSI cannot predict the outcome of this litigation.

        PSI has accrued costs for the sites related to investigation, remediation, and groundwater monitoring to the extent such costs are probable and can be reasonably estimated. PSI does not believe it can provide an estimate of the reasonably possible total remediation costs for any site before a remedial investigation/feasibility study has been completed. To the extent remediation is necessary, the timing of the remediation activities impacts the cost of remediation. Therefore, PSI currently cannot determine the total costs that may be incurred in connection with the remediation of all sites, to the extent that remediation is required. According to current information, these future costs at the 21 Indiana MGP sites are not material to our financial condition or results of operations. Until investigation and remediation activities have been completed on these sites, we are unable to reasonably estimate the total costs and impact on our financial position or results of operations.

    (iii) CG&E

        CG&E and its utility subsidiaries are aware of potential sites where MGP activities have occurred at some time in the past. None of these sites is known to present a risk to the environment. CG&E and its utility subsidiaries have begun preliminary site assessments to obtain information about some of these MGP sites.

(h) Gas Customer Choice

        In January 2000, Investments sold Cinergy Resources, Inc. (Resources), a former subsidiary, to Licking Rural Electrification, Inc., doing business as The Energy Cooperative (Energy Cooperative). In February 2001, Cinergy, CG&E, and Resources were named as defendants in three class action lawsuits relating to Energy Cooperative's removal from the Ohio Gas Customer Choice program and the failure to deliver gas to customers. Subsequently, these class action suits were amended and consolidated into one suit. CG&E has been dismissed as a defendant in the consolidated suit. In March 2001, Cinergy, CG&E, and Investments were named as defendants in a lawsuit filed by both Energy Cooperative and Resources. This lawsuit concerns any obligations or liabilities Investments may have to Energy Cooperative following its sale of Resources. We intend to vigorously defend these lawsuits. At the present time, Cinergy cannot predict the outcome of these suits.

(i) PSI Fuel Adjustment Charge

        PSI defers fuel costs that are recoverable in future periods subject to IURC approval under a fuel recovery mechanism. In June 2001, the IURC issued an order in a PSI fuel recovery proceeding, disallowing approximately $14 million of deferred costs. On June 26, 2001, PSI formally requested that the IURC reconsider its disallowance decision. In August 2001, the IURC indicated that it will reconsider its decision. PSI believes it has strong legal and factual arguments in its favor and that it will ultimately be permitted to recover these costs. However, PSI cannot definitively predict the ultimate outcome of this matter.

        In June 2001, PSI filed a petition with the IURC requesting authority to recover $16 million in under billed deferred fuel costs incurred from March 2001 through May 2001. The IURC approved recovery of these costs subject to refund pending the findings of an investigative sub-docket. The sub-docket was opened to investigate the reasonableness of, and underlying reasons for, the under billed deferred fuel costs. A hearing is scheduled for April 2002.

(j) Other

        In compliance with an electric wholesale rate case settlement adopted by the FERC, effective February 2000, CG&E reduced the cost of fuel reflected in its wholesale base rates and revised its

135



wholesale fuel adjustment factor. Beginning March 1, 2000, ULH&P began passing through to retail customers the fuel costs incurred pursuant to the revised wholesale fuel adjustment factor, but did not synchronize the cost of fuel reflected in retail base rates with the reduced cost of fuel reflected in wholesale base rates.

        In May 2001, the KPSC approved an offer of settlement by ULH&P, which allows it to maintain existing retail electric base rates and fuel adjustment clause at current levels through December 2003 and limits electric rate increases for three years thereafter, resolving all related matters previously pending before the KPSC. The settlement also approved the proposed wholesale power supply contract between ULH&P and CG&E, beginning January 1, 2002, and made the necessary determinations under the PUHCA, for CG&E to transfer its generating assets and liabilities to an exempt wholesale generator. In connection with this settlement, ULH&P recognized revenues of approximately $7.3 million in 2001, which had been previously reserved in 2000 subject to refund.

14. Jointly-Owned Plant

        CG&E, CSP, and DP&L jointly own electric generating units and related transmission facilities. PSI is a joint-owner of Gibson Station Unit No. 5 with Wabash Valley Power Association, Inc. (WVPA), and Indiana Municipal Power Agency (IMPA). Additionally, PSI is a joint-owner with WVPA and IMPA of certain transmission property and local facilities. These facilities constitute part of the integrated transmission and distribution systems, which are operated and maintained by PSI. The Statements of Income reflect CG&E's and PSI's portions of all operating costs associated with the jointly-owned facilities.

        CG&E's and PSI's investments in jointly-owned plant or facilities are as follows:

 
  Ownership
Share

  Property,
Plant, and
Equipment

  Accumulated
Depreciation

  Construction
Work in
Progress

 
  (in millions)

CG&E                      
  Production:                      
    Miami Fort Station (Units 7 and 8)   64.00 % $ 222   $ 127   $ 68
    Beckjord Station (Unit 6)   37.50     43     28     3
    Stuart Station(1)   39.00     292     148     42
    Conesville Station (Unit 4)(1)   40.00     77     45    
    Zimmer Station   46.50     1,235     367     7
    East Bend Station   69.00     336     194     36
    Killen Station(1)   33.00     187     105     7
  Transmission   Various     84     36    

PSI

 

 

 

 

 

 

 

 

 

 

 
  Production:                      
    Gibson Station (Unit 5)   50.05     213     113     2
  Transmission and local facilities   94.68     2     1    

(1)
Station is not operated by CG&E.

136


15. Quarterly Financial Data (unaudited)

 
   
   
  CG&E and subsidiaries
   
   
 
  Cinergy(1)
  PSI
Quarter Ended

  2001
  2000
  2001
  2000
  2001
  2000
 
  (in millions, except per share amounts)

March 31                                    
  Operating Revenues   $ 3,707   $ 1,583   $ 1,258   $ 716   $ 916   $ 534
  Operating Income     249     274     154     181     85     102
  Net Income     120     138     82     96     41     50
  Basic EPS     .76     .87     N/A     N/A     N/A     N/A
  EPS — assuming dilution     .75     .87     N/A     N/A     N/A     N/A

June 30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Operating Revenues   $ 3,642   $ 1,770   $ 1,277   $ 707   $ 1,184   $ 620
  Operating Income     178     167     98     113     66     49
  Net Income     83     75     49     56     34     19
  Basic EPS     .51     .47     N/A     N/A     N/A     N/A
  EPS — assuming dilution     .51     .47     N/A     N/A     N/A     N/A

September 30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Operating Revenues   $ 3,324   $ 2,300   $ 1,321   $ 840   $ 1,258   $ 804
  Operating Income     275     196     166     81     110     63
  Net Income     128     94     89     39     57     31
  Basic EPS     .81     .59     N/A     N/A     N/A     N/A
  EPS — assuming dilution     .80     .58     N/A     N/A     N/A     N/A

December 31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Operating Revenues   $ 2,250   $ 2,769   $ 838   $ 967   $ 717   $ 726
  Operating Income     240     225     194     153     69     83
  Net Income     111     92     107     76     30     35
  Basic EPS     .70     .58     N/A     N/A     N/A     N/A
  EPS — assuming dilution     .69     .58     N/A     N/A     N/A     N/A

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Operating Revenues   $ 12,923   $ 8,422   $ 4,694   $ 3,230   $ 4,075   $ 2,684
  Operating Income     942     862     612     528     330     297
  Net Income     442     399     327     267     162     135
  Basic EPS     2.78     2.51     N/A     N/A     N/A     N/A
  EPS — assuming dilution     2.75     2.50     N/A     N/A     N/A     N/A

(1)
The results of Cinergy also include amounts related to non-registrants.


16. Financial Information by Business Segment

        We conduct operations through our subsidiaries, and manage through the following three business units:

    Energy Merchant Business Unit (Energy Merchant);

    Regulated Businesses Business Unit (Regulated Businesses); and

    Power Technology and Infrastructure Services Business Unit (Power Technology).

        The following section describes the activities of our business units as of December 31, 2001.

137



        Energy Merchant manages wholesale generation and the domestic and foreign energy marketing and trading of energy commodities. Energy Merchant operates and maintains our regulated and non-regulated electric generating plants including some of our jointly-owned plants, both domestically and abroad. Energy Merchant also conducts the following activities:

    energy risk management;

    financial restructuring services;

    proprietary arbitrage activities;

    customized energy solutions; and

    directs our renewable energy investing activities.

        Regulated Businesses consists of a regulated, integrated utility, and regulated electric and gas transmission and distribution systems. Regulated Businesses plans, constructs, operates, and maintains Cinergy's transmission and distribution systems and delivers gas and electric energy to consumers, both domestically and abroad. Regulated Businesses also earns revenues from wholesale customers primarily by transmitting electric power through Cinergy's transmission system.

        Power Technology primarily manages the development, marketing, and sales of our non-regulated retail energy and energy-related businesses. This is accomplished through various subsidiaries and joint ventures and includes the following products and services:

    providing energy management and consulting services to customers that operate retail facilities;

    providing various utility operations and infrastructure services to utilities (for example, providing underground locating and construction services for utilities); and

    building and maintaining fiber optic telecommunication networks for businesses, municipalities, telecommunications carriers, and schools.

        Power Technology also manages Cinergy Ventures, LLC (Ventures), Cinergy's venture capital subsidiary. Ventures invests in emerging energy technologies that can benefit future Cinergy business development activities.

        Financial information by (1) business units, (2) products and services, and (3) geographic areas and long-lived assets for the years ending December 31, 2001, 2000, and 1999, are as follows:

Business Units

 
  2001
 
  Cinergy Business Units
   
   
   
 
  Energy
Merchant

  Regulated
Businesses

  Power
Technology

  Total
  All Other(1)
  Reconciling
Eliminations(2)

  Consolidated
 
  (in millions)

Operating revenues —                                          
  External customers(3)   $ 10,024   $ 2,850   $ 49   $ 12,923   $   $   $ 12,923
  Intersegment revenues(4)     144             144         (144 )  
Depreciation(5)     137     238     3     378             378
Equity in earnings (losses) of unconsolidated subsidiaries     3     7     (8 )   2             2
Interest(6)     110     144     14     268             268
Income taxes     103     162     (9 )   256             256
Segment profit (loss)(7)     196     265     (19 )   442             442
Total segment assets     4,803     7,238     213     12,254     46         12,300
Investments in unconsolidated subsidiaries     131     132     76     339             339
Total expenditures for long-lived assets     769     630         1,399             1,399

(1)
The All Other category represents miscellaneous corporate items, which are not allocated to business units for purposes of segment performance measurement.

(2)
The Reconciling Eliminations category eliminates the intersegment revenues of Energy Merchant.

(3)
The increase in 2001, as compared to 2000, is primarily due to the increase in volumes and average price realized on wholesale commodity transactions.

(4)
In connection with deregulation in Ohio, beginning in 2001, certain revenues which were previously recorded through intersegment transfer pricing, are now directly recorded to the business segment.

(5)
The components of Depreciation include depreciation of fixed assets and amortization of intangible assets.

(6)
Interest income is deemed immaterial.

(7)
Management utilizes segment profit (loss) after taxes to evaluate segment profitability.

138


Business Units (cont.)

 
  2000
 
  Cinergy Business Units
   
   
   
 
  Energy
Merchant(7)

  Regulated
Businesses(7)

  Power
Technology

  Total
  All Other(1)
  Reconciling
Eliminations(2)

  Consolidated
 
  (in millions)

Operating revenues —                                          
  External customers(3)   $ 4,831   $ 3,515   $ 76   $ 8,422   $   $   $ 8,422
  Intersegment revenues     1,021             1,021         (1,021 )  
Depreciation(4)     121     220     3     344             344
Equity in earnings (losses) of unconsolidated subsidiaries     (1 )   7     (1 )   5             5
Interest(5)     82     133     9     224             224
Income taxes     94     165     (7 )   252             252
Segment profit (loss)(6)     152     260     (13 )   399             399
Total segment assets     5,949     6,162     177     12,288     42         12,330
Investments in unconsolidated subsidiaries     453     33     52     538             538
Total expenditures for long-lived assets     130     387         517     3         520

(1)
The All Other category represents miscellaneous corporate items, which are not allocated to business units for purposes of segment performance measurement.

(2)
The Reconciling Eliminations category eliminates the intersegment revenues of Energy Merchant.

(3)
The increase in 2000, as compared to 1999, is primarily due to the increase in volumes and average price realized on wholesale commodity transactions.

(4)
The components of Depreciation include depreciation of fixed assets and amortization of intangible assets.

(5)
Interest income is deemed immaterial.

(6)
Management utilizes segment profit (loss) after taxes to evaluate segment profitability.

(7)
Effective January 2001, electric customer choice legislation was implemented in Ohio. For comparative purposes, the estimated pro forma adjustment to reflect this effect on the twelve months ended December 31, 2000 results would be as follows:

 
  Energy
Merchant

  Regulated
Businesses

Operating revenues   $ (119 ) $ 119
Segment profit (loss)   $ (41 ) $ 41

139


Business Units (cont.)

 
  1999
 
  Cinergy Business Units
   
   
   
 
  Energy
Merchant

  Regulated
Businesses

  Power
Technology

  Total
  All Other(1)
  Reconciling
Eliminations(2)

  Consolidated
 
  (in millions)

Operating revenues —                                          
  External customers   $ 2,561   $ 3,318   $ 59   $ 5,938   $   $   $ 5,938
  Intersegment revenues     988             988         (988 )  
Depreciation(3)     113     210         323             323
Gain on sale of investment in unconsolidated subsidiary     99             99             99
Equity in earnings (losses) of unconsolidated subsidiaries     59     1     (2 )   58             58
Interest(4)     89     142     3     234     1         235
Income taxes     50     165     (6 )   209             209
Segment profit (loss)(5)     169     245     (10 )   404             404
Total segment assets     3,584     5,889     97     9,570     47         9,617
Investments in unconsolidated subsidiaries     334     17     8     359             359
Total expenditures for long-lived assets     171     304     2     477             477

(1)
The All Other category represents miscellaneous corporate items, which are not allocated to business units for purposes of segment performance measurement.

(2)
The Reconciling Eliminations category eliminates the intersegment revenues of Energy Merchant.

(3)
The components of Depreciation include depreciation of fixed assets and amortization of intangible assets.

(4)
Interest income is deemed immaterial.

(5)
Management utilizes segment profit (loss) after taxes to evaluate segment profitability.


Products and Services
(in millions)


 
  Revenues
 
  Utility
  Energy Marketing and Trading
   
   
Year
  Electric
  Gas
  Total
  Electric
  Gas
  Total
  Other
  Consolidated
2001   $ 2,248   $ 595   $ 2,843   $ 5,933   $ 4,068   $ 10,001   $ 79   $ 12,923
2000     3,019     497     3,516     2,365     2,445     4,810     96     8,422
1999     2,944     420     3,364     1,369     1,176     2,545     29     5,938

140



Geographic Areas and Long-Lived Assets
(in millions)


 
  Revenues
 
   
  International
   
Year
  Domestic
  United Kingdom(1)
  All Other(2)
  Total
  Consolidated
2001   $ 12,748   $   $ 175   $ 175   $ 12,923
2000     8,339         83     83     8,422
1999     5,877         61     61     5,938
 
  Long-Lived Assets
 
   
  International
   
Year
  Domestic
  United Kingdom(1)
  All Other(2)
  Total
  Consolidated
2001   $ 9,682   $   $ 482   $ 482   $ 10,164
2000     8,267         328     328     8,595
1999     7,841     2     277     279     8,120

(1)
As discussed in Note 11, on July 15, 1999, we sold our 50% ownership interest in Midlands. Prior to the sale, Midlands had provided the majority of our international earnings.

(2)
International revenues are primarily from assets which we own in the Czech Republic, the majority of which are four district heating plants. The Czech Republic assets and results of operations are consolidated into our financial statements.

141


17. Earnings Per Common Share

        A reconciliation of EPS to EPS—assuming dilution is presented below:

 
  Income
  Shares
  EPS
 
  (in thousands, except per share amounts)

Year ended December 31, 2001                
EPS:                
  Net income   $ 442,279   159,110   $ 2.78

Effect of dilutive securities:

 

 

 

 

 

 

 

 
  Common stock options         975      
  Directors' compensation plans         152      
  Contingently issuable common stock         810      
   
 
     

EPS — assuming dilution:

 

 

 

 

 

 

 

 
  Net income plus assumed conversions   $ 442,279   161,047   $ 2.75

Year ended December 31, 2000

 

 

 

 

 

 

 

 
EPS:                
  Net income   $ 399,466   158,938   $ 2.51

Effect of dilutive securities:

 

 

 

 

 

 

 

 
  Common stock options         491      
  Directors' compensation plans         177      
  Contingently issuable common stock         262      
   
 
     

EPS — assuming dilution:

 

 

 

 

 

 

 

 
  Net income plus assumed conversions   $ 399,466   159,868   $ 2.50

Year ended December 31, 1999

 

 

 

 

 

 

 

 
EPS:                
  Net income   $ 403,641   158,863   $ 2.54

Effect of dilutive securities:

 

 

 

 

 

 

 

 
  Common stock options         344      
  Employee stock purchase and savings plan         22      
  Contingently issuable common stock         26      
   
 
     

EPS — assuming dilution:

 

 

 

 

 

 

 

 
  Net income plus assumed conversions   $ 403,641   159,255   $ 2.53

        Options to purchase shares of common stock are excluded from the calculation of EPS—assuming dilution when the exercise prices of these options are greater than the average market price of the common shares during the period. For 2001, 2000, and 1999, approximately two million shares per year were excluded from the EPS—assuming dilution calculation.

18. Ohio Deregulation

        On July 6, 1999, Ohio Governor Robert Taft signed Amended Substitute Senate Bill No. 3 (Electric Restructuring Bill), beginning the transition to electric deregulation and customer choice for the State of Ohio. The Electric Restructuring Bill created a competitive electric retail service market effective January 1, 2001. The legislation provided for a market development period that began January 1, 2001, and ends no later than December 31, 2005.

142



        On May 8, 2000, CG&E reached a stipulated agreement with the PUCO staff and various other interested parties with respect to its proposal to implement electric customer choice in Ohio effective January 1, 2001. On August 31, 2000, the PUCO approved CG&E's stipulation agreement. The major features of the agreement include:

    Residential customer rates are frozen through December 31, 2005;

    Residential customers received a five-percent reduction in the generation portion of their electric rates, effective January 1, 2001;

    CG&E will provide four million dollars from 2001 to 2005 in support of energy efficiency and weatherization services for low income customers;

    The creation of a RTC designed to recover CG&E's regulatory assets and other transition costs over a ten-year period;

    Authority for CG&E to transfer its generation assets to one or more non-regulated affiliates to provide flexibility to manage its generation asset portfolio in a manner that enhances opportunities in a competitive marketplace;

    Authority for CG&E to apply the proceeds of transition cost recovery to costs incurred during the transition period including implementation costs and purchased power costs that may be incurred by CG&E to maintain an operating reserve margin sufficient to provide reliable service to its customers;

    CG&E will provide standard offer default supplier service (i.e., CG&E will be the supplier of last resort, so that no customer will be without an electric supplier); and

    CG&E has agreed to provide shopping credits to switching customers.

        With regard to the PUCO's order, two parties filed applications for rehearing with the PUCO. On October 18, 2000, the PUCO denied these applications. One of the parties appealed to the Ohio Supreme Court in the fourth quarter of 2000 and CG&E subsequently intervened in that case. On April 6, 2001, CG&E filed for dismissal of this appeal. On July 25, 2001, the Ohio Supreme Court denied CG&E's motion to dismiss. CG&E is unable to predict the outcome of this proceeding.

        As indicated above, the August 31, 2000 order authorizes CG&E to transfer its generation assets to a non-regulated affiliate. In addition to the regulatory approvals received from the PUCO, the IURC, and the KPSC, this transfer requires the approval of the FERC and the SEC under PUHCA. On October 29, 2001, CG&E filed an application with the FERC seeking authorization to transfer these assets. As the transfer is contingent upon CG&E receiving FERC approval, SEC approval under PUHCA, and various third party consents, the timing and receipt of which are unknown, the completion date of the transfer of generation assets to a non-regulated affiliate cannot be predicted.

143



19. Comprehensive Income

        The elements of Comprehensive income and their related tax effects for the years ended 2001, 2000 and 1999 are as follows:

 
  Comprehensive Income
 
 
  2001
  2000
  1999
 
 
  Before-tax
Amount

  Tax
(Expense)
Benefit

  Net-of-Tax
Amount

  Before-tax
Amount

  Tax
(Expense)
Benefit

  Net-of-Tax
Amount

  Before-tax
Amount

  Tax
(Expense)
Benefit

  Net-of-Tax
Amount

 
 
  (dollars in thousands)

 
Cinergy(1)                                                        
  Net income   $ 697,785   $ (255,506 ) $ 442,279   $ 651,023   $ (251,557 ) $ 399,466   $ 612,312   $ (208,671 ) $ 403,641  

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Foreign currency translation adjustment     4,996     (3,355 )   1,641     721     1,353     2,074     (14,771 )   4,990     (9,781 )
  Minimum pension liability adjustment     (2,636 )   1,081     (1,555 )   (1,852 )   753     (1,099 )   (2,081 )   842     (1,239 )
  Unrealized gain (loss) on investment trusts     (1,345 )   504     (841 )   (2,778 )   649     (2,129 )   2,629     (543 )   2,086  
  Cumulative effect of change in accounting principle     (4,026 )   1,526     (2,500 )                        
  Cash flow hedges     (4,477 )   1,698     (2,779 )                        
   
 
 
 
 
 
 
 
 
 
Total other comprehensive income (loss)     (7,488 )   1,454     (6,034 )   (3,909 )   2,755     (1,154 )   (14,223 )   5,289     (8,934 )
   
 
 
 
 
 
 
 
 
 

Total comprehensive income

 

$

690,297

 

$

(254,052

)

$

436,245

 

$

647,114

 

$

(248,802

)

$

398,312

 

$

598,089

 

$

(203,382

)

$

394,707

 
   
 
 
 
 
 
 
 
 
 

(1)
The results of Cinergy also include amounts related to non-registrants. Individual amounts for CG&E, PSI, and ULH&P are deemed immaterial.

        The after-tax components of Accumulated other comprehensive income (loss) as of December 31, 2001, 2000, and 1999 are as follows:

 
  Accumulated Other Comprehensive Income (Loss) Classification
 
 
  Foreign
Currency
Translation
Adjustment

  Minimum
Pension
Liability
Adjustment

  Unrealized
Gain (Loss)
on Investment
Trusts

  Cash Flow
Hedges

  Total Other
Comprehensive
Income (Loss)

 
 
  (dollars in thousands)

 
Cinergy(1)                                

Balance at December 31, 1998

 

$

1,635

 

$

(2,442

)

$


 

$


 

$

(807

)
  Current-period change     (9,781 )   (1,239 )   2,086         (8,934 )
   
 
 
 
 
 

Balance at December 31, 1999

 

$

(8,146

)

$

(3,681

)

$

2,086

 

$


 

$

(9,741

)
  Current-period change     2,074     (1,099 )   (2,129 )       (1,154 )
   
 
 
 
 
 

Balance at December 31, 2000

 

$

(6,072

)

$

(4,780

)

$

(43

)

$


 

$

(10,895

)
  Cumulative effect of change in accounting principle                 (2,500 )   (2,500 )
  Current-period change     1,641     (1,555 )   (841 )   (2,779 )   (3,534 )
   
 
 
 
 
 

Balance at December 31, 2001

 

$

(4,431

)

$

(6,335

)

$

(884

)

$

(5,279

)

$

(16,929

)
   
 
 
 
 
 

(1)
The results of Cinergy also include amounts related to non-registrants. Individual amounts for CG&E, PSI, and ULH&P are deemed immaterial.

144



ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

145



PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

BOARD OF DIRECTORS

        Information regarding Cinergy Corp.'s directors is incorporated by reference from its definitive Proxy Statement for the 2002 Annual Meeting of Shareholders.

        The directors of The Cincinnati Gas & Electric Company (CG&E) at January 31, 2002, are as follows:

    R. Foster Duncan—Mr. Duncan, age 47, is Executive Vice President and Chief Financial Officer of CG&E, a position he has held since February 2001. He has served as director of CG&E since April 2001. His current term as director expires May 1, 2002.

    James E. Rogers—Mr. Rogers, age 54, is Chairman of the Board and Chief Executive Officer of CG&E. He has served as a director of CG&E since 1994. His current term as director expires May 1, 2002.

    James L. Turner—Mr. Turner, age 42, is Vice President of CG&E, a position he has held since July 2000. He served as a director of CG&E from February 15, 1999 to April 30, 2001, at which time Mr. William J. Grealis was elected as successor-director to Mr. Turner. Mr. Turner was re-elected, effective October 1, 2001, as successor-director to Mr. Grealis. Mr. Turner's current term as director expires May 1, 2002.

        Additional information on each of the directors of CG&E is presented in the following "Executive Officers" section.

        Information regarding PSI Energy, Inc.'s (PSI) directors is incorporated by reference from PSI's 2002 Information Statement.

146




EXECUTIVE OFFICERS

        The names of the executive officers of each registrant, their ages (as of December 31, 2001), the positions they hold, held, or have been elected to as of this report filing date, and their business experience during the past five years is included in the chart below.

 
   
  Positions and Length of Service
Name

   
  Age
  Cinergy Corp.
  CG&E
  PSI
Wendy Aumiller   49   Acting Treasurer
10/01 - present
Assistant Treasurer
10/00 - 10/01
General Manager, Generation Financial Planning
6/00 - 10/00
Assistant Treasurer
9/96 - 6/00
       
John Bryant(1)   55   Vice President
1/98 - present
President, International Business Unit
7/00 - 2/01
       
Michael J. Cyrus(2)   46   Executive Vice President
2/01 - present
Chief Executive Officer, Energy Merchant Business Unit
2/01 - present
President, Energy Commodities Business Unit
3/99 - 2/01
Vice President
4/98 - 2/01
Chief Operating Officer, Energy Commodities Business Unit
11/98 - 3/99
  Executive Vice President
2/01 - present
Vice President
4/99 - 2/01
  Executive Vice President
2/01 - present
Vice President
4/99 - 2/01
R. Foster Duncan(3)   47   Executive Vice President and Chief Financial Officer
2/01 - present
  Executive Vice President and Chief Financial Officer
2/01 - present
  Executive Vice President and Chief Financial Officer
2/01 - present
Douglas F. Esamann   44   Vice President and Chief Financial Officer, Energy Merchant Business Unit
2/01 - 10/01
Vice President and Chief Financial Officer, Energy Commodities Business Unit
3/99 - 2/01
General Manager, Business Development, Energy Commodities Business Unit
3/98 - 3/99
Finance Manager, Energy Commodities Business Unit
5/96 - 3/98
      President
10/01 - present

147


Gregory C. Ficke   49   Vice President and Chief Information Officer, Regulated Businesses Business Unit
2/01 - 10/01
Vice President and Chief Information Officer, Energy Delivery Business Unit
7/00 - 2/01
Vice President, Operations Services, Energy Delivery Business Unit
4/99 - 7/00
Vice President, Gas Operations, Energy Delivery Business Unit
12/98 - 4/99
General Manager, Gas Operations, Energy Delivery Business Unit
8/96 - 12/98
  President
10/01 - present
   
William J. Grealis(4)   56   Executive Vice President
7/00 - present
Chief Executive Officer, Regulated Businesses Business Unit
2/01 - 10/01
Chief of Staff
7/00 - 2/01
Vice President, Corporate Services, and Chief Strategic Officer
8/98 - 7/00
Vice President
1/95 - 8/98
  Executive Vice President
7/00 - present
Chief of Staff
7/00 - 2/01
Vice President, Corporate Services, and Chief Strategic Officer
8/98 - 7/00
Vice President
4/98 - 8/98
President
1/95 - 3/98
  Executive Vice President
7/00 - present
Chief of Staff
7/00 - 2/01
Vice President, Corporate Services, and Chief Strategic Officer
8/98 - 7/00
Vice President
4/98 - 8/98
J. Joseph Hale, Jr.(5)   52   Vice President
12/96 - present
  Vice President
10/01 - present
President
7/00 - 10/01
Vice President
8/98 - 7/00
General Manager, Marketing Operations
1/95 - 8/98
  Vice President
10/01 - present
Vice President
2/00 - 7/00
Interim President
6/99 - 2/00
Vice President
8/98 - 6/99
M. Stephen Harkness(6)   53   Vice President
12/96 - present
       
Donald B. Ingle, Jr.(7)   52   President, Power Technology and Infrastructure Services Business Unit
2/01 - present
President, Cinergy Investments Business Unit
3/99 - 2/01
Vice President
10/97 - present
  Vice President
10/97 - 3/99
  Vice President
10/97 - 3/99
Julia S. Janson   37   Secretary
7/00 - present
Senior Counsel
7/98 - present
Counsel
5/96 - 7/98
  Assistant Secretary
7/00 - present
Senior Counsel
7/98 - present
Counsel
5/96 - 7/98
  Secretary
7/00 - present
Senior Counsel
7/98 - present
Counsel
5/96 - 7/98

148


Bernard F. Roberts   49   Vice President and Comptroller
3/99 - present
Vice President and Chief Financial Officer, Energy Commodities Business Unit
7/96 - 3/99
  Vice President and Comptroller
3/99 - present
  Vice President and Comptroller
3/99 - present
James E. Rogers   54   Chairman of the Board
12/00 - present
President and Chief Executive Officer
12/95 - present
Vice Chairman
12/95 - 12/00
  Chairman of the Board
12/00 - present
Chief Executive Officer
12/95 - present
Vice Chairman
12/95 - 12/00
  Chairman of the Board
12/00 - present
Chief Executive Officer
12/95 - present
Vice Chairman
12/95 - 12/00
Larry E. Thomas(8)   56   Executive Vice President
2/01 - present
Chief Executive Officer, Power Technology and Infrastructure Services Business Unit
2/01 - 7/01
Group President
7/00 - 2/01
Vice President
4/97 - 7/00
President, Energy Delivery Business Unit
5/96 - 7/00
Group Vice President and Chief Transformation Officer
9/95 - 4/97
  Executive Vice President
2/01 - present
Group President
7/00 - 2/01
Vice President
4/97 - 7/00
Group Vice President and Chief Transformation Officer
9/95 - 4/97
  Vice Chairman
7/01 - present
Executive Vice President
2/01 - 7/01
Group President
7/00 - 2/01
Vice President
4/97 - 7/00
Group Vice President and Chief Transformation Officer
9/95 - 4/97
James L. Turner(9)   42   Executive Vice President
10/01 - present
Chief Executive Officer, Regulated Businesses Business Unit
12/01 - present
President, Regulated Businesses Business Unit
2/01 - 12/01
President, Energy Delivery Business Unit
7/00 - 2/01
Vice President
4/99 - 12/01
Senior Counsel
6/95 - 3/97
  Vice President
7/00 - present
President
2/99 - 7/00
  Vice President
7/00 - present
Jerome A. Vennemann   51   Vice President and General Counsel
1/00 - present
Acting General Counsel
3/99 - 1/00
Associate General Counsel
2/96 - 3/99
Assistant Secretary
12/94 - present
  Vice President and General Counsel
1/00 - present
Acting General Counsel
3/99 - 1/00
Secretary
4/98 - present
Associate General Counsel
2/96 - 3/99
Assistant Secretary
1/95 - 4/98
  Vice President and General Counsel
1/00 - present
Acting General Counsel
3/99 - 1/00
Associate General Counsel
2/96 - 3/99
Assistant Secretary
12/94 - present
Timothy J. Verhagen(10)   55   Vice President
1/01 - present
       

149


Charles J. Winger   56   Vice President
4/97 - present
Acting Chief Financial Officer
6/00 - 2/01
Chief Financial Officer
4/98 - 3/99
Comptroller
12/94 - 8/97
  Vice President and Acting Chief Financial Officer
6/00 - 2/01
Vice President and Chief Financial Officer
4/98 - 3/99
Vice President
4/97 - 8/97
Comptroller
1/95 - 8/97
  Vice President and Acting Chief Financial Officer
6/00 - 2/01
Vice President and Chief Financial Officer
4/98 - 3/99
Vice President
4/97 - 8/97
Comptroller
3/84 - 8/97

None of the officers are related in any manner. Our executive officers hold the offices set opposite their names until the next annual meeting of the Board of Directors and until their successors have been elected and qualified.


(1)
Mr. Bryant also serves as the President of Cinergy Global Resources, Inc. (Global Resources) and Cinergy Global Power, Inc., and as the Managing Director of Cinergy Global Power Services Limited, Cinergy's (which includes Cinergy Corp. and all of our regulated and non-regulated subsidiaries) international project development subsidiary from 1997 to present. Previously, he served as the Executive Generation Director of Midlands Electricity plc (Midlands; a non-affiliate of Cinergy) from 1996 to 1997, and Generation Director of Midlands from 1992 to 1996.

(2)
Prior to joining Cinergy, Mr. Cyrus was Senior Vice President of Trading and Operations with Electric Clearinghouse, Inc. (a non-affiliate of Cinergy), the power subsidiary of Natural Gas Clearinghouse (NGC; a non-affiliate of Cinergy) in Houston, Texas, a position he had held since 1997. Prior to that, Mr. Cyrus was President of NGC Canada and Executive Vice President of Novagas Clearinghouse, Ltd. Previously, Mr. Cyrus held various executive positions involving energy trading, marketing, and risk management with NGC since 1993.

150


(3)
Prior to joining Cinergy, Mr. Duncan was Executive Vice President and Chief Financial Officer of LG&E Energy Corporation (LG&E) (a non-affiliate of Cinergy) in Louisville, Kentucky since December 1998. Prior to that, he was Executive Vice President of Planning and Corporate Development at LG&E from January 1998 to December 1998. Prior to joining LG&E, in January 1998, he was Vice President and Treasurer of Freeport-McMoRan, Inc. and Freeport-McMoRan Copper & Gold (non-affiliates of Cinergy), global natural resource companies headquartered in New Orleans, Louisiana since May 1994.

(4)
As Executive Vice President and Chief of Staff, Mr. Grealis had responsibility for all shared service functions, including legal, external communications, human resources, creative services, information technology, budgets and certain accounting functions. Mr. Grealis served as President of Cinergy Investments, Inc. (Investments) from 1995 to March 1999. Mr. Grealis also served as President of the former Energy Services Business Unit from 1996 to May 1997.

(5)
Since 1992, Mr. Hale has served as President of Cinergy Foundation, Inc., a Cinergy affiliate that is organized and operated exclusively for charitable purposes.

(6)
Mr. Harkness also serves as Chief Operating and Chief Financial Officer of the Energy Merchant Business Unit.

(7)
From 1995 to March 1999, Mr. Ingle served as Contract Consultant for Investments. Mr. Ingle also served as President of the former Energy Services Business Unit from 1997 to March 1999.

(8)
As Group President, Mr. Thomas had responsibility for Cinergy's new technology initiatives and energy delivery. Effective January 10, 2000, Cinergy's Economic Development, Community Affairs, State Regulatory Affairs and State Governmental Affairs were merged into the former Energy Delivery Business Unit.

(9)
In March 1997, Mr. Turner was appointed Vice President of Cinergy Services, Inc., (Services) having responsibility for the coordination of transition issues across all corporate subsidiaries in the move for full customer choice. Beginning in April 1998 until January 2000, Mr. Turner had full responsibility for Cinergy's Government and Regulatory Affairs Department. Mr. Turner served as Vice President of Customer Services from January 2000 until July 2000.

(10)
Prior to joining Cinergy, Mr. Verhagen served as Senior Vice President, Human Resources and Administration of United Dominion Industries Ltd. (United Dominion; a non-affiliate of Cinergy), a diversified manufacturer of industrial test equipment in Charlotte, North Carolina, from 1998 to 2000. From 1993 to 1998 he served as Vice President, Human Resources of United Dominion.


ITEM 11.    EXECUTIVE COMPENSATION

        Information in response to this item for Cinergy Corp. and CG&E is incorporated by reference from Cinergy Corp.'s definitive Proxy Statement for the 2002 Annual Meeting of the Shareholders.

        All CG&E directors currently are employees of Cinergy Corp. or CG&E, and receive no compensation for their services as directors.

        Information in response to this item for PSI executive compensation is incorporated by reference from PSI's 2002 Information Statement.


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        Information in response to this item for Cinergy Corp. is incorporated by reference from its definitive Proxy Statement for the 2002 Annual Meeting of Shareholders.

        Cinergy Corp. owns all outstanding shares of common stock of CG&E, CG&E's only voting security. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, a beneficial owner of a security is any person who directly or indirectly has or shares voting or investment power over such security. No person or group is known by the management of CG&E to be the beneficial owner of more than 5% of any series of CG&E's class of cumulative preferred stock as of December 31, 2001.

        CG&E's directors and executive officers did not beneficially own shares of any series of the class of CG&E's cumulative preferred stock as of January 31, 2002. The beneficial ownership of Cinergy

151



Corp. common stock by each director and named executive officer of CG&E as of January 31, 2002, is set forth in the following table:

Name of Beneficial Owner(1)

  Amount and Nature of
Beneficial Ownership(2)

Michael J. Cyrus   213,528 shares
R. Foster Duncan   44,704 shares
William J. Grealis   340,697 shares
James E. Rogers   1,276,277 shares
Larry E. Thomas   360,589 shares
James L. Turner   33,890 shares
All directors and executive officers as a group (10 persons)   2,489,486 shares
(representing 1.56% of the class)

(1)
No individual listed beneficially owned more than 0.80% of the outstanding shares of our common stock.

(2)
Includes shares which there is a right to acquire within 60 days pursuant to the exercise of stock options in the following amounts: Mr. Cyrus—108,600; Mr. Duncan—40,000; Mr. Grealis—201,535; Mr. Rogers—931,829; Mr. Thomas—193,345; Mr. Turner—16,900; and all directors and executive officers as a group—1,615,787.

        Information in response to this item for PSI is incorporated by reference from its 2002 Information Statement.


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Information in response to this item for Cinergy Corp. and CG&E is incorporated by reference from Cinergy Corp.'s definitive Proxy Statement for the 2002 Annual Meeting of Shareholders.

        Information in response to this item for PSI is incorporated by reference from PSI's 2002 Information Statement.

152




PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

FINANCIAL STATEMENTS AND SCHEDULES

        Refer to the page captioned "Index to Financial Statements and Financial Statement Schedules" for an index of the financial statements and financial statement schedules included in this report.

REPORTS ON FORM 8-K

        The following reports on Form 8-K were filed during the quarter ended December 31, 2001:

Date of Filing

  Registrant(s)
  Item Filed
December 19, 2001   Cinergy Corp.   Item 5. Other Events Item 7. Financial Statements and Exhibits

EXHIBITS

        The documents listed below are being filed or have previously been filed on behalf of Cinergy Corp., CG&E, PSI, and The Union Light, Heat and Power Company (ULH&P) and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously filed are filed herewith:

Exhibit
Designation

  Registrant(s)(1)
  Nature of Exhibit
  Previously Filed as
Exhibit to:

Articles of
Incorporation/
By-laws
           
3-a   Cinergy Corp.   Certificate of Incorporation of Cinergy Corp., a Delaware corporation, as amended December 14, 2000.   Cinergy Corp. March 31, 2001, Form 10-Q
3-b   Cinergy Corp.   By-Laws of Cinergy Corp., as amended on December 14, 2000.   Cinergy Corp. 2000 Form 10-K
3-c   CG&E   Amended Articles of Incorporation of CG&E effective October 23, 1996.   CG&E September 30, 1996, Form 10-Q
3-d   CG&E   Regulations of CG&E, as amended, April 25, 1996.   CG&E March 31, 1996, Form 10-Q
3-e   PSI   Amended Articles of Consolidation of PSI, as amended April 20, 1995.   PSI June 30, 1995, Form 10-Q
3-f   PSI   Amendment to Article D of the Amended Articles of Consolidation of PSI, effective July 10, 1997.   Cinergy Corp. 1997 Form 10-K
3-g   PSI   By-Laws of PSI, as amended to December 17, 1996.   PSI March 31, 1997, Form 10-Q
3-h   ULH&P   Restated Articles of Incorporation made effective May 7, 1976.   ULH&P Form 8-K, May 1976
3-i   ULH&P   By-Laws of ULH&P as amended, adopted May 8, 1996.   ULH&P March 31, 1996, Form 10-Q
3-j   ULH&P   Amendment to Restated Articles of Incorporation of ULH&P (Article Third) and Amendment to the By-Laws of ULH&P (Article 1), both effective July 24, 1997.   Cinergy Corp. 1997 Form 10-K

153


Instruments
defining the
rights of
holders, incl.
Indentures
           
4-a   Cinergy Corp.
PSI
  Original Indenture (First Mortgage Bonds) dated September 1, 1939, between PSI and The First National Bank of Chicago, as Trustee, and LaSalle National Bank, as Successor Trustee.   Exhibit A-Part 3 in File No. 70-258 Supplemental Indenture dated March 30, 1984
4-b   Cinergy Corp.
PSI
  Twenty-fifth Supplemental Indenture between PSI and The First National Bank of Chicago dated September 1, 1978.   File No. 2-62543
4-c   Cinergy Corp.
PSI
  Thirty-fifth Supplemental Indenture between PSI and The First National Bank of Chicago dated March 30, 1984.   PSI 1984 Form 10-K
4-d   Cinergy Corp.
PSI
  Forty-second Supplemental Indenture between PSI and LaSalle National Bank dated August 1, 1988.   PSI 1988 Form 10-K
4-e   Cinergy Corp.
PSI
  Forty-fourth Supplemental Indenture between PSI and LaSalle National Bank dated March 15, 1990.   PSI 1990 Form 10-K
4-f   Cinergy Corp.
PSI
  Forty-fifth Supplemental Indenture between PSI and LaSalle National Bank dated March 15, 1990.   PSI 1990 Form 10-K
4-g   Cinergy Corp.
PSI
  Forty-sixth Supplemental Indenture between PSI and LaSalle National Bank dated June 1, 1990.   PSI 1991 Form 10-K
4-h   Cinergy Corp.
PSI
  Forty-seventh Supplemental Indenture between PSI and LaSalle National Bank dated July 15, 1991.   PSI 1991 Form 10-K
4-i   Cinergy Corp.
PSI
  Forty-eighth Supplemental Indenture between PSI and LaSalle National Bank dated July 15, 1992.   PSI 1992 Form 10-K
4-j   Cinergy Corp.
PSI
  Forty-ninth Supplemental Indenture between PSI and LaSalle National Bank dated February 15, 1993.   PSI 1992 Form 10-K
4-k   Cinergy Corp.
PSI
  Fiftieth Supplemental Indenture between PSI and LaSalle National Bank dated February 15, 1993.   PSI 1992 Form 10-K
4-l   Cinergy Corp.
PSI
  Fifty-first Supplemental Indenture between PSI and LaSalle National Bank dated February 1, 1994.   PSI 1993 Form 10-K
4-m   Cinergy Corp.
PSI
  Fifty-second Supplemental Indenture between PSI and LaSalle National Bank, as Trustee, dated as of April 30, 1999.   PSI March 31, 1999, Form 10-Q
4-n   Cinergy Corp.
PSI
  Fifty-third Supplemental Indenture between PSI and LaSalle National Bank dated June 15, 2001.   Cinergy Corp. June 30, 2001, Form 10-Q
4-o   Cinergy Corp.
PSI
  Indenture (Secured Medium-term Notes, Series A), dated July 15, 1991, between PSI and LaSalle National Bank, as Trustee.   PSI Form 10-K/A, Amendment No. 2, dated July 15, 1993
4-p   Cinergy Corp.
PSI
  Indenture (Secured Medium-term Notes, Series B), dated July 15, 1992, between PSI and LaSalle National Bank, as Trustee.   PSI Form 10-K/A, Amendment No. 2, dated July 15, 1993
4-q   Cinergy Corp.
PSI
  Loan Agreement between PSI and the City of Princeton, Indiana dated as of November 7, 1996.   PSI September 30, 1996, Form 10-Q

154


4-r   Cinergy Corp.
PSI
  Loan Agreement between PSI and the City of Princeton, Indiana dated as of February 1, 1997.   Cinergy Corp. 1996 Form 10-K
4-s   Cinergy Corp.
PSI
  Indenture dated November 15, 1996, between PSI and The Fifth Third Bank, as Trustee.   Cinergy Corp. 1996 Form 10-K
4-t   Cinergy Corp.
PSI
  First Supplemental Indenture dated November 15, 1996, between PSI and The Fifth Third Bank, as Trustee.   Cinergy Corp. 1996 Form 10-K
4-u   Cinergy Corp.
PSI
  Third Supplemental Indenture dated as of March 15, 1998, between PSI and The Fifth Third Bank, as Trustee.   Cinergy Corp. 1997 Form 10-K
4-v   Cinergy Corp.
PSI
  Fourth Supplemental Indenture dated as of August 5, 1998, between PSI and The Fifth Third Bank, as Trustee.   PSI June 30, 1998, Form 10-Q
4-w   Cinergy Corp.
PSI
  Fifth Supplemental Indenture dated as of December 15, 1998, between PSI and The Fifth Third Bank, as Trustee.   PSI 1998 Form 10-K
4-x   Cinergy Corp.
PSI
  Sixth Supplemental Indenture dated as of April 30, 1999, between PSI and Fifth Third Bank, as Trustee.   PSI March 31, 1999, Form 10-Q
4-y   Cinergy Corp.
PSI
  Seventh Supplemental Indenture dated as of October 20, 1999, between PSI and Fifth Third Bank, as Trustee.   PSI September 30, 1999, Form 10-Q
4-z   Cinergy Corp.
PSI
  Unsecured Promissory Note dated October 14, 1998, between PSI and the Rural Utilities Service.   PSI 1998 Form 10-K
4-aa   Cinergy Corp.
PSI
  Loan Agreement between PSI and the Indiana Development Finance Authority dated as of July 15, 1998.   PSI June 30, 1998, Form 10-Q
4-bb   Cinergy Corp.
PSI
  Loan Agreement between PSI and the Indiana Development Finance Authority dated as of May 1, 2000.   PSI June 30, 2000, Form 10-Q
4-cc   Cinergy Corp. CG&E   Original Indenture (First Mortgage Bonds) between CG&E and The Bank of New York (as Trustee) dated as of August 1, 1936.   CG&E Registration Statement No. 2-2374
4-dd   Cinergy Corp. CG&E   Fourteenth Supplemental Indenture between CG&E and The Bank of New York dated as of November 2, 1972.   CG&E Registration Statement No. 2-60961
4-ee   Cinergy Corp. CG&E   Thirty-third Supplemental Indenture between CG&E and The Bank of New York dated as of September 1, 1992.   CG&E Registration Statement No. 33-53578
4-ff   Cinergy Corp. CG&E   Thirty-fourth Supplemental Indenture between CG&E and The Bank of New York dated as of October 1, 1993.   CG&E September 30, 1993, Form 10-Q
4-gg   Cinergy Corp. CG&E   Thirty-fifth Supplemental Indenture between CG&E and The Bank of New York dated as of January 1, 1994.   CG&E Registration Statement No. 33-52335
4-hh   Cinergy Corp. CG&E   Thirty-sixth Supplemental Indenture between CG&E and The Bank of New York dated as of February 15, 1994.   CG&E Registration Statement No. 33-52335
4-ii   Cinergy Corp. CG&E   Thirty-seventh Supplemental Indenture between CG&E and The Bank of New York dated as of October 14, 1996.   Cinergy Corp. 1996 Form 10-K

155


4-jj   Cinergy Corp. CG&E   Thirty-eighth Supplemental Indenture between CG&E and The Bank of New York dated as of February 1, 2001.   Cinergy Corp. March 31, 2001, Form 10-Q
4-kk   Cinergy Corp. CG&E   Loan Agreement between CG&E and the County of Boone, Kentucky dated as of February 1, 1985.   CG&E 1984 Form 10-K
4-ll   Cinergy Corp. CG&E   Repayment Agreement between CG&E and The Dayton Power and Light Company dated as of December 23, 1992.   CG&E 1992 Form 10-K
4-mm   Cinergy Corp. CG&E   Loan Agreement between CG&E and the County of Boone, Kentucky dated as of January 1, 1994.   CG&E 1993 Form 10-K
4-nn   Cinergy Corp. CG&E   Loan Agreement between CG&E and the State of Ohio Air Quality Development Authority dated as of December 1, 1985.   CG&E 1985 Form 10-K
4-oo   Cinergy Corp. CG&E   Loan Agreement between CG&E and the State of Ohio Air Quality Development Authority dated as of September 13, 1995.   CG&E September 30, 1995, Form 10-Q
4-pp   Cinergy Corp. CG&E   Loan Agreement between CG&E and the State of Ohio Water Development Authority dated as of January 1, 1994.   CG&E 1993 Form 10-K
4-qq   Cinergy Corp. CG&E   Loan Agreement between CG&E and the State of Ohio Air Quality Development Authority dated as of January 1, 1994.   CG&E 1993 Form 10-K
4-rr   CG&E   Loan Agreement between CG&E and the State of Ohio Air Quality Development Authority dated August 1, 2001.   Cinergy Corp. September 30, 2001, Form 10-Q
4-ss   Cinergy Corp. CG&E   Original Indenture (Unsecured Debt Securities) between CG&E and The Fifth Third Bank dated as of May 15, 1995.   CG&E Form 8-A dated July 24, 1995
4-tt   Cinergy Corp. CG&E   First Supplemental Indenture between CG&E and The Fifth Third Bank dated as of June 1, 1995.   CG&E June 30, 1995, Form 10-Q
4-uu   Cinergy Corp. CG&E   Second Supplemental Indenture between CG&E and The Fifth Third Bank dated as of June 30, 1995.   CG&E Form 8-A dated July 24, 1995
4-vv   Cinergy Corp. CG&E   Third Supplemental Indenture between CG&E and The Fifth Third Bank dated as of October 9, 1997.   CG&E September 30, 1997, Form 10-Q
4-ww   Cinergy Corp. CG&E   Fourth Supplemental Indenture between CG&E and The Fifth Third Bank dated as of April 1, 1998.   CG&E March 31, 1998, Form 10-Q
4-xx   Cinergy Corp. CG&E   Fifth Supplemental Indenture between CG&E and The Fifth Third Bank dated as of June 9, 1998.   CG&E June 30, 1998, Form 10-Q
4-yy   Cinergy Corp. CG&E
ULH&P
  Original Indenture (First Mortgage Bonds) between ULH&P and The Bank of New York dated as of February 1, 1949.   ULH&P Registration Statement No. 2-7793
4-zz   Cinergy Corp. CG&E
ULH&P
  Fifth Supplemental Indenture between ULH&P and The Bank of New York dated as of January 1, 1967.   CG&E Registration Statement No. 2-60961
4-aaa   Cinergy Corp. CG&E
ULH&P
  Thirteenth Supplemental Indenture between ULH&P and The Bank of New York dated as of August 1, 1992.   ULH&P 1992 Form 10-K
4-bbb   Cinergy Corp. CG&
ULH&P
  Original Indenture (Unsecured Debt Securities) between ULH&P and The Fifth Third Bank dated as of July 1, 1995.   ULH&P June 30, 1995, Form 10-Q

156


4-ccc   Cinergy Corp. CG&E
ULH&P
  First Supplemental Indenture between ULH&P and The Fifth Third Bank dated as of July 15, 1995.   ULH&P June 30, 1995, Form 10-Q
4-ddd   Cinergy Corp. CG&E
ULH&P
  Second Supplemental Indenture between ULH&P and The Fifth Third Bank dated as of April 30, 1998.   ULH&P March 31, 1998, Form 10-Q
4-eee   Cinergy Corp. CG&E
ULH&P
  Third Supplemental Indenture between ULH&P and The Fifth Third Bank dated as of December 8, 1998.   ULH&P 1998 Form 10-K
4-fff   Cinergy Corp. CG&E
ULH&P
  Fourth Supplemental Indenture between ULH&P and The Fifth Third Bank, as Trustee, dated as of September 17, 1999.   ULH&P September 30, 1999, Form 10-Q
4-ggg   Cinergy Corp.   Base Indenture dated as of October 15, 1998, between Global Resources and The Fifth Third Bank, as Trustee.   Cinergy Corp. September 30, 1998, Form 10-Q
4-hhh   Cinergy Corp.   First Supplemental Indenture dated as of October 15, 1998, between Global Resources and The Fifth Third Bank, as Trustee.   Cinergy Corp. September 30, 1998, Form 10-Q
4-iii   Cinergy Corp.   Indenture dated as of December 16, 1998, between Cinergy Corp. and The Fifth Third Bank.   Cinergy Corp. 1998 Form 10-K
4-jjj   Cinergy Corp.   Indenture between Cinergy Corp. and The Fifth Third Bank, as Trustee, dated as of April 15, 1999.   Cinergy Corp. March 31, 1999, Form 10-Q
4-kkk   Cinergy Corp.   Indenture between Cinergy Corp. and The Fifth Third Bank, as Trustee, dated September 12, 2001.   Cinergy Corp. September 30, 2001, Form 10-Q
4-lll   Cinergy Corp.   First Supplemental Indenture between Cinergy Corp. and The Fifth Third Bank, as Trustee, dated September 12, 2001.   Cinergy Corp. September 30, 2001, Form 10-Q
4-mmm   Cinergy Corp.   Second Supplemental Indenture, dated December 18, 2001, between Cinergy Corp. and The Fifth Third Bank, as Trustee.   Cinergy Corp. Form 8-K, December 19, 2001
4-nnn   Cinergy Corp.   Rights Agreement between Cinergy Corp. and The Fifth Third Bank, as Rights Agent, dated October 16, 2000.   Cinergy Corp. Registration Statement on Form 8-A dated October 16, 2000
4-ooo   Cinergy Corp.   Purchase Contract Agreement, dated December 18, 2001, between Cinergy Corp. and The Bank of New York, as Purchase Contract Agent.   Cinergy Corp. Form 8-K, December 19, 2001
4-ppp   Cinergy Corp.   Pledge Agreement, dated December 18, 2001, among Cinergy Corp., JP Morgan Chase Bank, as Collateral Agent, Custodial Agent and Securities Intermediary, and The Bank of New York, as Purchase Contract Agent.   Cinergy Corp. Form 8-K, December 19, 2001
Material
contracts
           
10-a   Cinergy Corp. CG&E
PSI
  Amended and Restated Employment Agreement dated October 24, 1994, among CG&E, Cinergy Corp., PSI Resources, Inc., and PSI, and Jackson H. Randolph.   Cinergy Corp. 1994 Form 10-K
10-b   Cinergy Corp. CG&E
PSI
  Amended and Restated Employment Agreement dated December 30, 1999, among Services, CG&E, and PSI, and James E. Rogers.   Cinergy Corp. 1999 Form 10-K

157


10-c   Cinergy Corp. CG&E
PSI
  Amended and Restated Employment Agreement dated December 30, 1999, among Cinergy Corp., Services, CG&E, and PSI, and William J. Grealis.   Cinergy Corp. 1999 Form 10-K
10-d   Cinergy Corp. CG&E
PSI
  Amended and Restated Employment Agreement dated December 30, 1999, among Cinergy Corp., Services, CG&E, and PSI, and Larry E. Thomas.   Cinergy Corp. 1999 Form 10-K
10-e   Cinergy Corp. CG&E
PSI
  Amended and Restated Employment Agreement dated December 30, 1999, among Cinergy Corp., Services, CG&E, and PSI, and Donald B. Ingle, Jr.   Cinergy Corp. 1999 Form 10-K
10-f   Cinergy Corp. CG&E
PSI
  Amended and Restated Employment Agreement dated December 30, 1999, among Cinergy Corp., Services, CG&E, and PSI, and Michael J. Cyrus.   Cinergy Corp. 1999 Form 10-K
10-g   Cinergy Corp. CG&E
PSI
  Employment Agreement dated December 30, 1999, among Cinergy Corp., Services, CG&E, and PSI, and Jerome A. Vennemann.   Cinergy Corp. 1999 Form 10-K
10-h   Cinergy Corp. CG&E
PSI
  Amended and Restated Employment Agreement dated August 31, 2001, among Cinergy Corp., Services, CG&E, and PSI, and Charles J. Winger.    
10-i   Cinergy Corp. CG&E
PSI
  Employment Agreement dated February 12, 2001, among Cinergy Corp., Services, CG&E, and PSI, and R. Foster Duncan.   Cinergy Corp. 2000 Form 10-K
10-j   Cinergy Corp. CG&E   Employment Agreement dated May 15, 2001, among Cinergy Corp., and CG&E, and J. Joseph Hale, Jr.   Cinergy Corp. June 30, 2001, Form 10-Q
10-k   Cinergy Corp.   Employment Agreement dated May 15, 2001, between Cinergy Corp. and M. Stephen Harkness.   Cinergy Corp. June 30, 2001, Form 10-Q
10-l   Cinergy Corp. CG&E
PSI
  Employment Agreement dated May 15, 2001, among Cinergy Corp., CG&E, and PSI, and Bernard F. Roberts.   Cinergy Corp. June 30, 2001, Form 10-Q
10-m   Cinergy Corp.   Employment Agreement dated March 9, 2001, between Cinergy Corp. and Timothy J. Verhagen.   Cinergy Corp. June 30, 2001, Form 10-Q
10-n   Cinergy Corp.   Amended and Restated Separation and Retirement Agreement and Waiver and Release of Liability dated February 15, 2002, between Cinergy Corp. and Larry E. Thomas.    
10-o   Cinergy Corp.
PSI
  Deferred Compensation Agreement, effective as of January 1, 1992, between PSI and James E. Rogers.   PSI Form 10-K/A, Amendment No. 1, dated April 29, 1993
10-p   Cinergy Corp.
PSI
  Split Dollar Life Insurance Agreement, effective as of January 1, 1992, between PSI and James E. Rogers.   PSI Form 10-K/A, Amendment No. 1, dated April 29, 1993
10-q   Cinergy Corp.
PSI
  First Amendment to Split Dollar Life Insurance Agreement between PSI and James E. Rogers dated December 11, 1992.   PSI Form 10-K/A, Amendment No. 1, dated April 29, 1993
10-r   Cinergy Corp. CG&E   Deferred Compensation Agreement between CG&E and Jackson H. Randolph dated January 1, 1992.   CG&E 1992 Form 10-K

158


10-s   Cinergy Corp. CG&E   Split Dollar Insurance Agreement, effective as of May 1, 1993, between CG&E and Jackson H. Randolph.   Cinergy Corp. 1994 Form 10-K
10-t   Cinergy Corp. CG&E   Amended and Restated Supplemental Retirement Income Agreement between CG&E and Jackson H. Randolph dated January 1, 1995.   Cinergy Corp. 1995 Form 10-K
10-u   Cinergy Corp. CG&E   Amended and Restated Supplemental Executive Retirement Income Agreement between CG&E and certain executive officers.   Cinergy Corp. 1997 Form 10-K
10-v   Cinergy Corp.   Cinergy Corp. Union Employees' Savings Incentive Plan as amended and restated effective January 1, 1998, adopted December 18, 1997.   Cinergy Corp. 1999 Form 10-K
10-w   Cinergy Corp.   Amendment to Cinergy Corp. Union Employees' Savings Incentive Plan, effective December 1, 1999, adopted December 10, 1999.   Cinergy Corp. 1999 Form 10-K
10-x   Cinergy Corp.   Amendment to Cinergy Corp. Union Employees' Savings Incentive Plan, adopted January 1, 1998, effective January 1, 2001.   Cinergy Corp. June 30, 2001, Form 10-Q
10-y   Cinergy Corp.   Cinergy Corp. Supplemental Executive Retirement Plan amended and restated effective January 1, 1999, adopted October 15, 1998.   Cinergy Corp. 1999 Form 10-K
10-z   Cinergy Corp.   1997 Amendments to Various Compensation and Benefit Plans of Cinergy Corp., adopted January 30, 1997.   Cinergy Corp. 1997 Form 10-K
10-aa   Cinergy Corp.   Cinergy Corp. Stock Option Plan, adopted October 18, 1994, effective October 24, 1994.   Cinergy Corp. Form S-8, filed October 19, 1994
10-bb   Cinergy Corp.   Amendment to Cinergy Corp. Stock Option Plan, amended October 22, 1996, effective November 1, 1996.   Cinergy Corp. September 30, 1996, Form 10-Q
10-cc   Cinergy Corp.   Cinergy Corp. Annual Incentive Plan, adopted October 18, 1994, effective October 24, 1994.   Cinergy Corp. 1994 Form 10-K
10-dd   Cinergy Corp.   Amendment to Cinergy Corp. Annual Incentive Plan, amended January 25, 1996, effective January 1, 1996.   Cinergy Corp. 1996 Form 10-K
10-ee   Cinergy Corp.   Amended and Restated Cinergy Corp. Annual Incentive Plan, effective January 25, 2002.    
10-ff   Cinergy Corp.   Cinergy Corp. Employee Stock Purchase and Savings Plan, adopted October 18, 1994, effective October 24, 1994.   Cinergy Corp. Form S-8, filed October 19, 1994
10-gg   Cinergy Corp.   Amendment to Cinergy Corp. Employee Stock Purchase and Savings Plan, adopted April 26, 1996, effective January 1, 1996.   Cinergy Corp. June 30, 1996, Form 10-Q
10-hh   Cinergy Corp.   Amendment to Cinergy Corp. Employee Stock Purchase and Savings Plan, adopted October 22, 1996, effective November 1, 1996.   Cinergy Corp. September 30, 1996, Form 10-Q
10-ii   Cinergy Corp.   Cinergy Corp. UK Sharesave Scheme, adopted and effective December 16, 1999.   Cinergy Corp. 1999 Form 10-K
10-jj   Cinergy Corp.   Cinergy Corp. Directors' Deferred Compensation Plan, adopted October 18, 1994, effective October 24, 1994.   Cinergy Corp. Form S-8, filed October 19, 1994
10-kk   Cinergy Corp.   Amendment to Cinergy Corp. Directors' Deferred Compensation Plan, adopted October 22, 1996.   Cinergy Corp. September 30, 1996, Form 10-Q

159


10-ll   Cinergy Corp.   Cinergy Corp. Retirement Plan for Directors, amended and restated effective January 1, 1999, adopted October 15, 1998.   Cinergy Corp. Schedule 14A Definitive Proxy Statement filed March 12, 1999
10-mm   Cinergy Corp.   Cinergy Corp. Directors' Equity Compensation Plan adopted October 15, 1998, effective January 1, 1999.   Cinergy Corp. Schedule 14A Definitive Proxy Statement filed March 12, 1999
10-nn   Cinergy Corp.   Cinergy Corp. Executive Supplemental Life Insurance Program adopted October 18, 1994, effective October 24, 1994, consisting of Defined Benefit Deferred Compensation Agreement, Executive Supplemental Life Insurance Program Split Dollar Agreement I, and Executive Supplemental Life Insurance Program Split Dollar Agreement II.   Cinergy Corp. 1994 Form 10-K
10-oo   Cinergy Corp.   Cinergy Corp. 1996 Long-term Incentive Compensation Plan, adopted April 26, 1996.   Cinergy Corp. Schedule 14A Definitive Proxy Statement filed March 13, 1996
10-pp   Cinergy Corp.   Amendment to Cinergy Corp. 1996 Long-term Incentive Compensation Plan, adopted October 22, 1996, effective November 1, 1996.   Cinergy Corp. September 30, 1996, Form 10-Q
10-qq   Cinergy Corp.   Amended and Restated Cinergy Corp. 1996 Long-term Incentive Compensation Plan, effective January 25, 2002.    
10-rr   Cinergy Corp.   Cinergy Corp. 401(k) Excess Plan, effective January 1, 1997, adopted December 17, 1996.   Cinergy Corp. 1996 Form 10-K
10-ss   Cinergy Corp.   Amendment to Cinergy Corp. 401(k) Excess Plan, adopted January 24, 2002, effective January 1, 2002.   Cinergy Corp. Form S-8, filed January 31, 2002
10-tt   Cinergy Corp.   Cinergy Corp. Nonqualified Deferred Incentive Compensation Plan, effective January 1, 1997, adopted December 17, 1996.   Cinergy Corp. 1996 Form 10-K
10-uu   Cinergy Corp.   Cinergy Corp. Director, Officer and Key Employee Stock Purchase Program, effective January 7, 2000, adopted December 10, 1999.   Cinergy Corp. 1999 Form 10-K
10-vv   Cinergy Corp.   Cinergy Corp. Non-Union Employees' Pension Plan as amended and restated effective January 1, 1998, adopted December 18, 1997.   Cinergy Corp. 1999 Form 10-K
10-ww   Cinergy Corp.   Cinergy Corp. Non-Union Employees' Severance Opportunity Plan as amended and restated effective June 1, 2001, adopted May 30, 2001.   Cinergy Corp. June 30, 2001, Form 10-Q
10-xx   Cinergy Corp.   Cinergy Corp. Union Employees' Retirement Income Plan as amended and restated effective January 1, 1998, adopted December 18, 1997.   Cinergy Corp. 1999 Form 10-K
Subsidiaries of
the registrant
           
21   Cinergy Corp. CG&E
PSI
  Subsidiaries of Cinergy Corp., CG&E, and PSI    

160


Consent of
experts and
counsel
           
23   Cinergy Corp. CG&E
PSI
ULH&P
  Consent of Independent Public Accountants    
Power of
attorney
           
24   Cinergy Corp. CG&E
PSI
ULH&P
  Power of Attorney    
(1)
Regulation S-K 229.10(d) requires Registrants to identify the physical location, by SEC file number reference, all documents that are incorporated by reference and have been on file with the SEC for more than five years. The SEC file number references for Cinergy and its subsidiaries, which are registrants are provided below:
Cinergy Corp. in file number 1-11377
CG&E in file number 1-1232
PSI in file number 1-3543
ULH&P in file number 2-7793

Each registrant hereby undertakes to furnish to the Commission upon request a copy of any long-term debt instrument not listed above.

161


CINERGY CORP.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

FOR THE THREE YEARS ENDED DECEMBER 31, 2001

(in thousands)

Col. A
  Col. B
  Col. C
  Col. D
  Col. E
 
   
  Additions
  Deductions
   
Description
  Balance at
Beginning
of Period

  Charged to
Expenses

  Charged
to Other
Accounts

  For Purposes
for Which
Reserves
Were Created

  Other
  Balance at
Close of
Period

Accumulated Provisions
    Deducted from Applicable
    Assets
                                   
 
Allowance for Doubtful Accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
   
2001

 

$

29,951

 

$

41,163

 

$

5,254

 

$

40,788

 

$


 

$

35,580
   
2000

 

$

26,811

 

$

22,746

 

$

4,486

 

$

24,092

 

$


 

$

29,951
   
1999

 

$

25,622

 

$

20,805

 

$

3,777

 

$

23,393

 

$


 

$

26,811

162


THE CINCINNATI GAS & ELECTRIC COMPANY

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

FOR THE THREE YEARS ENDED DECEMBER 31, 2001

(in thousands)

Col. A
  Col. B
  Col. C
  Col. D
  Col. E
 
   
  Additions
  Deductions
   
Description
  Balance at
Beginning
of Period

  Charged to
Expenses

  Charged
to Other
Accounts

  For Purposes
for Which
Reserves
Were Created

  Other
  Balance at
Close of
Period

Accumulated Provisions
    Deducted from Applicable
    Assets
                                   
 
Allowance for Doubtful Accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
   
2001

 

$

19,044

 

$

30,166

 

$

4,089

 

$

27,425

 

$


 

$

25,874
   
2000

 

$

16,740

 

$

14,056

 

$

4,486

 

$

16,238

 

$


 

$

19,044
   
1999

 

$

17,607

 

$

9,754

 

$

4,017

 

$

14,638

 

$


 

$

16,740

163


PSI ENERGY, INC.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

FOR THE THREE YEARS ENDED DECEMBER 31, 2001

(in thousands)

Col. A
  Col. B
  Col. C
  Col. D
  Col. E
 
   
  Additions
  Deductions
   
Description
  Balance at
Beginning
of Period

  Charged to
Expenses

  Charged
to Other
Accounts

  For Purposes
for Which
Reserves
Were Created

  Other
  Balance at
Close of
Period

Accumulated Provisions
    Deducted from Applicable
    Assets
                                   
 
Allowance for Doubtful Accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
   
2001

 

$

9,317

 

$

8,339

 

$

1,165

 

$

12,048

 

$


 

$

6,773
   
2000

 

$

9,934

 

$

7,088

 

$


 

$

7,705

 

$


 

$

9,317
   
1999

 

$

7,893

 

$

11,036

 

$

(240

)

$

8,755

 

$


 

$

9,934

164


THE UNION LIGHT, HEAT AND POWER COMPANY

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

FOR THE THREE YEARS ENDED DECEMBER 31, 2001

(in thousands)

Col. A
  Col. B
  Col. C
  Col. D
  Col. E
 
   
  Additions
  Deductions
   
Description
  Balance at
Beginning
of Period

  Charged to
Expenses

  Charged
to Other
Accounts

  For Purposes
for Which
Reserves
Were Created

  Other
  Balance at
Close of
Period

Accumulated Provisions
    Deducted from Applicable
    Assets
                                   
 
Allowance for Doubtful Accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
   
2001

 

$

1,492

 

$

3,050

 

$

4

 

$

3,350

 

$


 

$

1,196
   
2000

 

$

1,513

 

$

2,555

 

$

746

 

$

3,322

 

$


 

$

1,492
   
1999

 

$

1,248

 

$

2,169

 

$

693

 

$

2,597

 

$


 

$

1,513

165



SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Cinergy Corp., The Cincinnati Gas & Electric Company, PSI Energy, Inc., and The Union Light, Heat and Power Company each duly has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    CINERGY CORP.
THE CINCINNATI GAS & ELECTRIC COMPANY
PSI ENERGY, INC.
THE UNION LIGHT, HEAT AND POWER COMPANY

Registrants
   

Date: February 28, 2002

 

 

 

 

 

 

By

 

/s/  
JAMES E. ROGERS      
James E. Rogers
Chairman

166


        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the indicated registrants and in the capacities and on the dates indicated:

Signature
  Title
  Date

 

 

 

 

 
Cinergy Corp.        
  Phillip R. Cox*   Director of Cinergy Corp.    
  George C. Juilfs*   Director of Cinergy Corp.    
  Thomas E. Petry*   Director of Cinergy Corp.    
  Jackson H. Randolph*   Director of Cinergy Corp.    
  Mary L. Schapiro*   Director of Cinergy Corp.    
  John J. Schiff, Jr.*   Director of Cinergy Corp.    
  Philip R. Sharp*   Director of Cinergy Corp.    
  Dudley S. Taft*   Director of Cinergy Corp.    

Cinergy Corp. and PSI

 

 

 

 
  James K. Baker*   Director of Cinergy Corp.    
  Michael G. Browning*   Director of Cinergy Corp.    
  John A. Hillenbrand II*   Director of Cinergy Corp.    

CG&E and ULH&P

 

 

 

 
  James L. Turner*   Vice President and Director of CG&E and ULH&P    

PSI

 

 

 

 
  Larry E. Thomas*   Vice Chairman and Director of PSI    

Cinergy Corp., CG&E, PSI, and ULH&P

 

 

 

 

/s/  
JAMES E. ROGERS      
James E. Rogers

 

Chairman, Chief Executive Officer, and Director of Cinergy Corp., CG&E, PSI, and ULH&P (Principal Executive Officer)

 

February 28, 2002

/s/  
R. FOSTER DUNCAN      
R. Foster Duncan

 

Executive Vice President and Chief Financial Officer of Cinergy Corp., CG&E, PSI, and ULH&P and Director of CG&E and ULH&P (Principal Financial Officer)

 

February 28, 2002

/s/  
BERNARD F. ROBERTS      
Bernard F. Roberts

 

Vice President and Comptroller of Cinergy Corp., CG&E, PSI, and ULH&P (Principal Accounting Officer)

 

February 28, 2002

167


*
The undersigned, by signing his name hereto, does hereby execute this Form 10-K on behalf of the officers and directors of the registrant indicated above by asterisks, pursuant to powers of attorney duly executed by such officers and directors and incorporated by reference as an exhibit to this Form 10-K.

    /s/  JAMES E. ROGERS      
James E. Rogers
Attorney-In-Fact
February 28, 2002

 

 

/s/  
R. FOSTER DUNCAN      
R. Foster Duncan
Attorney-In-Fact
February 28, 2002

168




QuickLinks

TABLE OF CONTENTS
PART I
PART II
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
CINERGY CORP. AND SUBSIDIARY COMPANIES
CINERGY CORP. CONSOLIDATED STATEMENTS OF INCOME
CINERGY CORP. CONSOLIDATED BALANCE SHEETS
CINERGY CORP. CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK EQUITY
CINERGY CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS
THE CINCINNATI GAS & ELECTRIC COMPANY AND SUBSIDIARY COMPANIES
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATED STATEMENTS OF INCOME
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATED BALANCE SHEETS
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATED BALANCE SHEETS
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK EQUITY
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATED STATEMENTS OF CAPITALIZATION
PSI ENERGY, INC. AND SUBSIDIARY COMPANY
PSI ENERGY, INC. CONSOLIDATED STATEMENTS OF INCOME
PSI ENERGY, INC. CONSOLIDATED BALANCE SHEETS
PSI ENERGY, INC. CONSOLIDATED BALANCE SHEETS
PSI ENERGY, INC. CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK EQUITY
PSI ENERGY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
PSI ENERGY, INC. CONSOLIDATED STATEMENTS OF CAPITALIZATION
THE UNION LIGHT, HEAT AND POWER COMPANY
THE UNION LIGHT, HEAT AND POWER COMPANY STATEMENTS OF INCOME
THE UNION LIGHT, HEAT AND POWER COMPANY BALANCE SHEETS
THE UNION LIGHT, HEAT AND POWER COMPANY BALANCE SHEETS
THE UNION LIGHT, HEAT AND POWER COMPANY STATEMENTS OF CHANGES IN COMMON STOCK EQUITY
THE UNION LIGHT, HEAT AND POWER COMPANY STATEMENTS OF CASH FLOWS
THE UNION LIGHT, HEAT AND POWER COMPANY STATEMENTS OF CAPITALIZATION
NOTES TO FINANCIAL STATEMENTS
Products and Services (in millions)
Geographic Areas and Long-Lived Assets (in millions)
PART III
PART IV
CINERGY CORP. SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS FOR THE THREE YEARS ENDED DECEMBER 31, 2001 (in thousands)
THE CINCINNATI GAS & ELECTRIC COMPANY SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS FOR THE THREE YEARS ENDED DECEMBER 31, 2001 (in thousands)
PSI ENERGY, INC. SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS FOR THE THREE YEARS ENDED DECEMBER 31, 2001 (in thousands)
THE UNION LIGHT, HEAT AND POWER COMPANY SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS FOR THE THREE YEARS ENDED DECEMBER 31, 2001 (in thousands)
SIGNATURES
EX-10.H 3 a2071671zex-10_h.txt WINGER AMENDED AND RESTARTED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of the 31st day of August, 2001, by and between Cinergy and Charles J. Winger (the "Executive"). This Agreement replaces and supersedes any and all prior employment agreements between Cinergy and the Executive. The capitalized words and terms used throughout this Agreement are defined in Section 11. RECITALS A. The Executive is currently serving as Vice President of Cinergy, and Vice President, Corporate Development of Cinergy, and Cinergy desires to secure the continued employment of the Executive in accordance with this Agreement. B. The Executive is willing to continue to remain in the employ of Cinergy on the terms and conditions set forth in this Agreement. C. The parties intend that this Agreement will replace and supersede any and all prior employment agreements between Cinergy (or any component company or business unit of Cinergy) and the Executive. AGREEMENT In consideration of the mutual promises, covenants and agreements set forth below, the parties agree as follows: 1. EMPLOYMENT AND TERM a. Cinergy agrees to employ the Executive, and the Executive agrees to remain in the employ of Cinergy, in accordance with the terms and provisions of this Agreement, for the Employment Period set forth in Subsection b. The parties agree that the Company will be responsible for carrying out all of the promises, covenants, and agreements of Cinergy set forth in this Agreement. b. The Employment Period of this Agreement will commence as of the Effective Date and continue until December 31, 2004; provided that, commencing on December 31, 2002, and on each subsequent December 31, the Employment Period will be extended for one (1) additional year unless either party gives the other party written notice not to extend this Agreement at least ninety (90) days before the extension would otherwise become effective. 2. DUTIES AND POWERS OF EXECUTIVE a. POSITION. The Executive will serve Cinergy as Vice President of Cinergy, and Vice President, Corporate Development of Cinergy, and he will have such responsibilities, duties, and authority as are customary for someone of that position and such additional duties, consistent with his position, as may be assigned to him from time to time during the Employment Period by the Board of Directors, the Chief Executive Officer, or the senior executive officer to whom he directly reports. Executive shall devote substantially all of Executive's business time, efforts and attention to the performance of Executive's duties under this Agreement; provided, however, that this requirement shall not preclude Executive from reasonable participation in civic, charitable or professional activities or the management of Executive's passive investments, so long as such activities do not materially interfere with the performance of Executive's duties under this Agreement. b. PLACE OF PERFORMANCE. In connection with the Executive's employment, the Executive will be based at the principal executive offices of Cinergy, 221 East Fourth Street, Cincinnati, Ohio. Except for required business travel to an extent substantially consistent with the present business travel obligations of Cinergy executives who have positions of authority comparable to that of the Executive, the Executive will not be required to relocate to a new principal place of business that is more than thirty (30) miles from Cinergy's principal executive offices. 3. COMPENSATION. The Executive will receive the following compensation for his services under this Agreement. a. SALARY. The Executive's Annual Base Salary, payable in pro rata installments not less often than semi-monthly, will be at the annual rate of not less than $350,004.00. Any increase in the Annual Base Salary will not serve to limit or reduce any other obligation of Cinergy under this Agreement. The Annual Base Salary will not be reduced except for across-the-board salary reductions similarly affecting all Cinergy management personnel. If Annual Base Salary is increased or reduced during the Employment Period, then such adjusted salary will thereafter be the Annual Base Salary for all purposes under this Agreement. b. RETIREMENT, INCENTIVE, WELFARE BENEFIT PLANS AND OTHER BENEFITS. During the Employment Period, the Executive will be eligible, and Cinergy will take all necessary action to cause the Executive to become eligible, to participate in short-term and long-term incentive, stock option, restricted stock, performance unit, savings, retirement and welfare plans, practices, policies and programs applicable generally to other senior executives of Cinergy who are considered Tier II executives for compensation purposes, except with respect to any plan, practice, policy or program to which the Executive has waived his rights in writing. -2- The Executive will be entitled and fully vested in a supplemental retirement benefit equal to the difference between (1) his total benefit under all Executive Retirement Plans, and (2) 60% of the Executive's Highest Average Earnings. The form, timing, and method of payment of the supplemental retirement benefit payable under this Paragraph will be the same as those elected by the Executive under the Pension Plan. If the Executive dies prior to his retirement, and if his Spouse, on the date of his death, is living on the date the first installment of the supplemental retirement benefit would be payable under this Paragraph, the Spouse will be entitled to receive the supplemental retirement benefit as a Spouse's benefit. The form, timing, and method of payment of any Spouse's benefit under this Paragraph will be the same as those applicable to the Spouse under the Pension Plan. Upon his retirement, the Executive will be eligible for comprehensive medical and dental benefits which are not materially different from the benefits provided under the Retirees' Medical Plan and the Retirees' Dental Plan. The Executive, however, will receive the maximum level of subsidy currently applicable to similarly situated active Cinergy employees that is provided by Cinergy to retirees, as of the Effective Date of this Agreement, for purposes of determining the amount of monthly premiums due from the Executive. The Executive will be a participant in the Annual Incentive Plan, and the Executive will be paid pursuant to the terms and conditions of that plan an annual benefit of up to seventy percent (70%) of the Executive's Annual Base Salary (the "Maximum Annual Bonus"), with a target of no less than forty percent (40%) of the Executive's Annual Base Salary (the "Target Annual Bonus"). The Executive will be a participant in the Long-Term Incentive Plan (the "LTIP"), and the Executive's annualized target award opportunity under the LTIP will be equal to no less than ninety percent (90%) of his Annual Base Salary (the "Target LTIP Bonus"). c. FRINGE BENEFITS AND PERQUISITES. During the Employment Period, the Executive will be entitled to the following additional fringe benefits in accordance with the terms and conditions of Cinergy's policies and practices for such fringe benefits: (i) Cinergy will furnish to the Executive an automobile appropriate for the Executive's level of position, or, at Cinergy's discretion, a cash allowance of equivalent value. Cinergy will also pay all of the related expenses for gasoline, insurance, maintenance, and repairs, or provide for such expenses within the cash allowance. (ii) Cinergy will pay the initiation fee and the annual dues, assessments, and other membership charges of the Executive for membership in a country club selected by the Executive. -3- (iii) Cinergy will provide paid vacation for four (4) weeks per year (or such longer period for which Executive is otherwise eligible under Cinergy's policy). (iv) Cinergy will furnish to the Executive annual financial planning and tax preparation services. (v) Cinergy will provide other fringe benefits in accordance with Cinergy plans, practices, programs, and policies in effect from time to time, commensurate with his position and at least comparable to those received by other Cinergy Tier II executives. d. EXPENSES. Cinergy agrees to reimburse the Executive for all expenses, including those for travel and entertainment, properly incurred by him in the performance of his duties under this Agreement in accordance with the policies established from time to time by the Board of Directors. e. RELOCATION BENEFITS. Following termination of the Executive's employment for any reason (other than death), the Executive will be entitled to reimbursement from Cinergy for the reasonable costs of relocating from the Cincinnati, Ohio, area to a new primary residence in a manner that is consistent with the terms of the Relocation Program. Notwithstanding the foregoing, if the Executive becomes employed by another employer and is eligible to receive relocation benefits under another employer-provided plan, any benefits provided to the Executive under this Subsection 3e will be secondary to those provided under the other employer-provided relocation plan. The executive must report to Cinergy any such relocation benefits that he actually receives under another employer-provided plan. 4. TERMINATION OF EMPLOYMENT a. DEATH. The Executive's employment will terminate automatically upon the Executive's death during the Employment Period. b. BY CINERGY FOR CAUSE. Cinergy may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Employment Agreement, "Cause" means the following: (i) The willful and continued failure by the Executive to substantially perform the Executive's duties with Cinergy (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) that, if curable, has not been cured within 30 days after the Board of Directors or the Chief Executive Officer has delivered to the Executive a written demand for substantial performance, which demand specifically identifies the manner in which the Executive has not substantially performed his -4- duties. This event will constitute Cause even if the Executive issues a Notice of Termination for Good Reason pursuant to Subsection 4d after the Board of Directors or Chief Executive Officer delivers a written demand for substantial performance. (ii) The breach by the Executive of the confidentiality provisions set forth in Section 9. (iii) The conviction of the Executive for the commission of a felony, including the entry of a guilty or nolo contendere plea, or any willful or grossly negligent action or inaction by the Executive that has a materially adverse effect on Cinergy. For purposes of this definition of Cause, no act, or failure to act, on the Executive's part will be deemed "willful" unless it is done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive's act, or failure to act, was in the best interest of Cinergy. c. BY CINERGY WITHOUT CAUSE. Cinergy may, upon at least 30 days advance written notice to the Executive, terminate the Executive's employment during the Employment Period for a reason other than Cause, but the obligations placed upon Cinergy in Section 5 will apply. d. BY THE EXECUTIVE FOR GOOD REASON. The Executive may terminate his employment during the Employment Period for Good Reason. For purposes of this Agreement, "Good Reason" means the following: (i) A reduction in the Executive's Annual Base Salary, except for across-the-board salary reductions similarly affecting all Cinergy management personnel, or a reduction in any other benefit or payment described in Section 3 of this Agreement, except for changes to the employee benefits programs generally affecting Cinergy management personnel, provided that those changes, in the aggregate, will not result in a material adverse change with respect to the benefits to which the Executive was entitled as of the Effective Date. (ii) The material reduction without his consent of the Executive's title, authority, duties, or responsibilities from those in effect immediately prior to the reduction, or a material adverse change in the Executive's reporting responsibilities. (iii) Any breach by Cinergy of any other material provision of this Agreement (including but not limited to the place of performance as specified in Subsection 2b). -5- (iv) The Executive's disability due to physical or mental illness or injury that precludes the Executive from performing any job for which he is qualified and able to perform based upon his education, training or experience. (v) A failure by the Company to require any successor entity to the Company specifically to assume in writing all of the Company's obligations to the Executive under this Agreement. For purposes of determining whether Good Reason exists with respect to a Qualifying Termination occurring on or within 24 months following a Change in Control, any claim by the Executive that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that Good Reason does not exist. e. BY THE EXECUTIVE WITHOUT GOOD REASON. The Executive may terminate his employment without Good Reason upon prior written notice to the Company. f. NOTICE OF TERMINATION. Any termination of the Executive's employment by Cinergy or by the Executive during the Employment Period (other than a termination due to the Executive's death) will be communicated by a written Notice of Termination to the other party to this Agreement in accordance with Subsection 12b. For purposes of this Agreement, a "Notice of Termination" means a written notice that specifies the particular provision of this Agreement relied upon and that sets forth in reasonable detail the facts and circumstances claimed to provide a basis for terminating the Executive's employment under the specified provision. The failure by the Executive or Cinergy to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause will not waive any right of the Executive or Cinergy under this Agreement or preclude the Executive or Cinergy from asserting that fact or circumstance in enforcing rights under this Agreement. 5. OBLIGATIONS OF CINERGY UPON TERMINATION. a. CERTAIN TERMINATIONS. (i) If a Qualifying Termination occurs during the Employment Period, Cinergy will pay to the Executive a lump sum amount, in cash, equal to the sum of the following Accrued Obligations: (1) the pro-rated portion of the Executive's Annual Base Salary payable through the Date of Termination, to the extent not previously paid. (2) any amount payable to the Executive under the Annual Incentive Plan in respect of the most recently completed fiscal year, to the extent not theretofore paid. -6- (3) an amount equal to the AIP Benefit for the fiscal year that includes the Date of Termination multiplied by a fraction, the numerator of which is the number of days from the beginning of that fiscal year to and including the Date of Termination and the denominator of which is three hundred and sixty-five (365). The AIP Benefit component of the calculation will be equal to the annual bonus that would have been earned by the Executive pursuant to any annual bonus or incentive plan maintained by Cinergy in respect of the fiscal year in which occurs the Date of Termination, determined by projecting Cinergy's performance and other applicable goals and objectives for the entire fiscal year based on Cinergy's performance during the period of such fiscal year occurring prior to the Date of Termination, and based on such other assumptions and rates as Cinergy deems reasonable. (4) the Accrued Obligations described in this Paragraph 5a(i) will be paid within thirty (30) days after the Date of Termination. These Accrued Obligations are payable to the Executive regardless of whether a Change in Control has occurred. (ii) In the event of a Qualifying Termination either prior to the occurrence of a Change in Control, or more than twenty-four (24) months following the occurrence of a Change in Control, Cinergy will pay the Accrued Obligations, and Cinergy will have the following additional obligations: (1) Cinergy will pay to the Executive a lump sum amount, in cash, equal to three (3) times the sum of the Annual Base Salary and the Annual Bonus. For this purpose, the Annual Base Salary will be at the rate in effect at the time Notice of Termination is given (without giving effect to any reduction in Annual Base Salary, if any, prior to the termination, other than across-the-board reductions), and the Annual Bonus will be the higher of (A) the annual bonus earned by the Executive pursuant to any annual bonus or incentive plan maintained by Cinergy in respect of the year ending immediately prior to the fiscal year in which occurs the Date of Termination, and (B) the annual bonus that would have been earned by the Executive pursuant to any annual bonus or incentive plan maintained by Cinergy in respect of the fiscal year in which occurs the Date of Termination, calculated by projecting Cinergy's performance and other applicable goals and objectives for the entire fiscal year based on Cinergy's performance during the period of such fiscal year occurring prior to the Date of Termination, and based on such other assumptions and rates as Cinergy deems reasonable; provided, however that for purposes of this Subsection 5a(ii)(1)(B), the Annual Bonus shall not be less -7- than the Target Annual Bonus, nor greater than the Maximum Annual Bonus for the year in which the Date of Termination occurs. This lump sum will be paid within thirty (30) days of the Date of Termination. (2) Subject to Clauses (A), (B) and (C) below, Cinergy will provide, until the end of the Employment Period, medical and dental benefits to the Executive and/or the Executive's dependents at least equal to those that would have been provided if the Executive's employment had not been terminated (excluding benefits to which the Executive has waived his rights in writing). The benefits described in the preceding sentence will be in accordance with the medical and welfare benefit plans, practices, programs, or policies of Cinergy (the "M&W Plans") as then currently in effect and applicable generally to other Cinergy senior executives and their families. (A) If, as of the Executive's Date of Termination, the Executive meets the eligibility requirements for Cinergy's retiree medical and welfare benefit plans, the provision of those retiree medical and welfare benefit plans to the Executive will satisfy Cinergy's obligation under this Subparagraph 5a(ii)(2). (B) If, as of the Executive's Date of Termination, the provision to the Executive of the M&W Plan benefits described in this Subparagraph 5a(ii)(2) would either (1) violate the terms of the M&W Plans (or any related insurance policies) or (2) violate any of the Code's nondiscrimination requirements applicable to the M&W Plans, then Cinergy, in its sole discretion, may elect to pay the Executive, in lieu of the M&W Plan benefits described under this Subparagraph 5a(ii)(2), a lump sum cash payment equal to the total monthly premiums (or in the case of a self funded plan, the cost of COBRA continuation coverage) that would have been paid by Cinergy for the Executive under the M&W Plans from the Date of Termination through the end of the Employment Period, grossed up for the effect of federal, state and local income taxes. Nothing in this Clause will affect the Executive's right to elect COBRA continuation coverage under a M&W Plan in accordance with applicable law, and Cinergy will make the payment described in this Clause whether or not the Executive elects COBRA continuation coverage, and whether or not the Executive receives health coverage from another employer. -8- (C) If the Executive becomes employed by another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, any benefits provided to the Executive under the M&W Plans will be secondary to those provided under the other employer-provided plan during the Executive's applicable period of eligibility. (3) Cinergy will provide tax counseling services through an agency selected by the Executive, not to exceed fifteen thousand dollars ($15,000.00) in cost. (iii) In the event of a Qualifying Termination during the twenty-four (24) month period beginning upon the occurrence of a Change in Control, Cinergy will pay the Accrued Obligations, and Cinergy will also have the following additional obligations: (1) Cinergy will pay to the Executive a lump sum severance payment, in cash, equal to three (3) times the higher of (x) the sum of the Executive's current Annual Base Salary and Target Annual Bonus and (y) the sum of the Executive's Annual Base Salary in effect immediately prior to the Change in Control and the Change in Control Bonus. For purposes of this Agreement, the Change in Control Bonus shall mean the higher of (A) the annual bonus earned by the Executive pursuant to any annual bonus or incentive plan maintained by Cinergy in respect of the year ending immediately prior to the fiscal year in which occurs the Date of Termination or, if higher, immediately prior to the fiscal year in which occurs the Change in Control, and (B) the annual bonus that would have been earned by the Executive pursuant to any annual bonus or incentive plan maintained by Cinergy in respect of the year in which occurs the Date of Termination, calculated by projecting Cinergy's performance and other applicable goals and objective for the entire fiscal year based on Cinergy's performance during the period of such fiscal year occurring prior to the Date of Termination, and based on such other assumptions and rates as Cinergy deems reasonable, provided, however, that for purposes of this Subsection 5a(iii)(1)(B), such Change in Control Annual Bonus shall not be less than the Target Annual Bonus, nor greater than the Maximum Annual Bonus. This lump sum will be paid within thirty (30) days of the Date of Termination. (2) Cinergy will pay to the Executive the lump sum present value of any benefits under the Executive Supplemental Life Program under the terms of the applicable plan or program as of the Date of Termination, calculated as if the Executive was fully vested as of the -9- Date of Termination. The lump sum present value, assuming commencement at age as of the Date of Termination, will be determined using the interest rate applicable to lump sum payments in the Cinergy Corp. Non-Union Employees' Pension Plan or any successor to that plan for the plan year that includes the Date of Termination. To the extent no such interest rate is provided therein, the annual interest rate applicable under section 417(e)(3) of the Code, or any successor provision thereto, for the second full calendar month preceding the first day of the calendar year that includes the Date of Termination will be used. This lump sum will be paid within thirty (30) days of the Date of Termination. (3) The Executive shall be fully vested in his accrued benefits as of the Date of Termination under the Executive Retirement Plans, and his accrued benefits thereunder will be calculated as if the Executive was credited with three (3) additional years of age and service as of the Date of Termination. For purposes of determining benefits under the Executive Retirement Plans, the definition of earnings will be the same as defined in such plans. (4) For a thirty-six (36) month period after the Date of Termination, Cinergy will arrange to provide to the Executive and/or the Executive's dependents life, disability, accident, and health insurance benefits substantially similar to those that the Executive and/or the Executive's dependents are receiving immediately prior to the Notice of Termination at a substantially similar cost to the Executive (without giving effect to any reduction in those benefits subsequent to a Change in Control that constitutes Good Reason), except for any benefits that were waived by the Executive in writing. If Cinergy arranges to provide the Executive and/or the Executive's dependents with life, disability, accident, and health insurance benefits, those benefits will be reduced to the extent comparable benefits are actually received by or made available to the Executive and/or the Executive's dependents during the thirty-six (36) month period following the Executive's Date of Termination. The Executive must report to Cinergy any such benefits that he or his dependents actually receives. In lieu of the benefits described in the preceding sentences, Cinergy, in its sole discretion, may elect to pay to the Executive a lump sum cash payment equal to thirty-six (36) times the monthly premiums (or in the case of a self funded plan, the cost of COBRA continuation coverage) that would have been paid by Cinergy to provide those benefits to the Executive and/or the Executive's dependents, grossed up for the effect of federal, state and local income taxes. Nothing in this Subparagraph 5a(iii)(4) will affect the Executive's right to elect COBRA continuation coverage in accordance with -10- applicable law, and Cinergy will make the payment described in this Clause whether or not the Executive elects COBRA continuation coverage, and whether or not the Executive receives health coverage from another employer. (5) Title and ownership of the automobile assigned to the Executive by Cinergy will be transferred to the Executive within thirty (30) days of the Date of Termination. To the extent there is imputed income to the Executive resulting from the transfer of title, the Executive will receive a cash payment equal to the amount of federal, state and local income taxes resulting from this transfer as soon as administratively feasible after the transfer is effective. At Cinergy's discretion, a cash payment of an equivalent value of the automobile and corresponding income taxes may be paid in lieu of the assignment of the automobile. (6) Cinergy will provide tax counseling services through an agency selected by the Executive, not to exceed fifteen thousand dollars ($15,000.00) in cost. (7) Cinergy will provide annual dues and assessments of the Executive for membership in a country club selected by the Executive until the end of the Employment Period. (8) Cinergy will provide outplacement services suitable to the Executive's position until the end of the Employment Period or, if earlier, until the first acceptance by the Executive of an offer of employment. At the Executive's discretion, 15% of Annual Base Salary may be paid in lieu of outplacement services. For purposes of this Paragraph 5a(iii), the Executive will be deemed to have incurred a Qualifying Termination upon a Change in Control if the Executive's employment is terminated prior to a Change in Control, without Cause at the direction of a Person who has entered into an agreement with Cinergy, the consummation of which will constitute a Change in Control, or if the Executive terminates his employment for Good Reason prior to a Change in Control if the circumstances or event that constitutes Good Reason occurs at the direction of such a Person. b. TERMINATION BY CINERGY FOR CAUSE OR BY THE EXECUTIVE OTHER THAN FOR GOOD REASON. Subject to the provisions of Section 7, and notwithstanding any other provisions of this Agreement, if the Executive's employment is terminated for Cause during the Employment Period, or if the Executive terminates employment during the Employment Period other than a termination for Good Reason, Cinergy will have no further obligations to the Executive under this Agreement other than the obligation to pay to the Executive the Accrued Obligations, plus any other earned but unpaid compensation, in each case to the extent not previously paid. -11- c. CERTAIN TAX CONSEQUENCES. (i) In the event that any Severance Benefits paid or payable to the Executive or for his benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with Cinergy or a change in ownership or effective control of Cinergy or of a substantial portion of its assets (a "Payment" or "Payments") would be subject to any Excise Tax, then the Executive will be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest, penalties, additional tax, or similar items imposed with respect thereto and the Excise Tax), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon or assessable against the Executive due to the Payments. (ii) Subject to the provisions of Section 5(iii), all determinations required to be made under this Section 5c, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 5c, shall be paid by Cinergy to the Executive within five (5) days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon Cinergy and the Executive. However, as a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by Cinergy should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that Cinergy exhausts its remedies pursuant to Section 5c(iii) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Cinergy to or for the benefit of the Executive. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of the Executive's employment, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income -12- and employment tax imposed on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income or employment tax deduction) plus interest on the amount of such repayment at the rate provided in Code section 1274(b)(2)(B). (iii) The value of any non-cash benefits or any deferred payment or benefit paid or payable to the Executive will be determined in accordance with the principles of Code sections 280G(d)(3) and (4). For purposes of determining the amount of the Gross-Up Payment, the Executive will be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and applicable state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination, net of the maximum reduction in federal income taxes that would be obtained from deduction of those state and local taxes. (iv) Notwithstanding anything contained in this Agreement to the contrary, in the event that, according to the Accounting Firm's determination, an Excise Tax will be imposed on any Payment or Payments, Cinergy will pay to the applicable government taxing authorities as Excise Tax withholding, the amount of the Excise Tax that Cinergy has actually withheld from the Payment or Payments in accordance with law. d. VALUE CREATION PLAN AND STOCK OPTIONS. Upon the Executive's termination of employment for any reason, the Executive's entitlement to restricted shares and performance shares under the Value Creation Plan and any stock options granted under the Stock Option Plan or the LTIP will be determined under the terms of the appropriate plan and any applicable administrative guidelines and written agreements. e. DEFERRED COMPENSATION PLAN AND 401(K) EXCESS PLAN. Upon the Executive's termination of employment for any reason, the Executive's entitlements, if any, under the Non-Qualified Deferred Compensation Plan and 401(k) Excess Plan shall be distributed under the terms of such plans and any applicable administrative guidelines and written agreements. f. OTHER FEES AND EXPENSES. Cinergy will also reimburse the Executive for all reasonable legal fees and expenses incurred by the Executive in successfully disputing a Qualifying Termination that entitles the Executive to Severance Benefits. Payment will be made within five (5) business days after delivery of the Executive's written request for payment accompanied by such evidence of fees and expenses incurred as Cinergy reasonably may require. -13- 6. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement will prevent or limit the Executive's continuing or future participation in any benefit, plan, program, policy, or practice provided by Cinergy and for which the Executive may qualify, except with respect to any benefit to which the Executive has waived his rights in writing or any plan, program, policy, or practice that expressly excludes the Executive from participation. In addition, nothing in this Agreement will limit or otherwise affect the rights the Executive may have under any other contract or agreement with Cinergy entered into after the Effective Date. Amounts that are vested benefits or that the Executive is otherwise entitled to receive under any benefit, plan, program, policy, or practice of, or any contract or agreement entered into after the Effective Date with Cinergy, at or subsequent to the Date of Termination, will be payable in accordance with that benefit, plan, program, policy or practice, or that contract or agreement, except as explicitly modified by this Agreement. 7. FULL SETTLEMENT: MITIGATION. Cinergy's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations under this Agreement will not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action that Cinergy may have against the Executive or others. In no event will the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts (including amounts for damages for breach) payable to the Executive under any of the provisions of this Agreement and, except as provided in Subsection 3e and Subparagraphs 5a(ii)(2) and 5a(iii)(4), those amounts will not be reduced simply because the Executive obtains other employment. If the Executive finally prevails on the substantial claims brought with respect to any dispute between Cinergy and the Executive as to the interpretation, terms, validity, or enforceability of (including any dispute about the amount of any payment pursuant to) this Agreement, Cinergy agrees to pay all reasonable legal fees and expenses that the Executive may reasonably incur as a result of that dispute. 8. ARBITRATION. The parties agree that any dispute, claim, or controversy based on common law, equity, or any federal, state, or local statute, ordinance, or regulation (other than workers' compensation claims) arising out of or relating in any way to the Executive's employment, the terms, benefits, and conditions of employment, or concerning this Agreement or its termination and any resulting termination of employment, including whether such a dispute is arbitrable, shall be settled by arbitration. This agreement to arbitrate includes but is not limited to all claims for any form of illegal discrimination, improper or unfair treatment or dismissal, and all tort claims. The Executive will still have a right to file a discrimination charge with a federal or state agency, but the final resolution of any discrimination claim will be submitted to arbitration instead of a court or jury. The arbitration proceeding will be conducted under the employment dispute resolution arbitration rules of the American Arbitration Association in effect at the time a demand for arbitration under the rules is made. The decision of the arbitrator(s), including determination of the amount of any damages suffered, will be exclusive, final, and binding on all parties, their heirs, executors, administrators, successors and assigns. Each party will bear its own expenses in the arbitration for arbitrators' fees and attorneys' -14- fees, for its witnesses, and for other expenses of presenting its case. Other arbitration costs, including administrative fees and fees for records or transcripts, will be borne equally by the parties. Notwithstanding anything in this Section to the contrary, if the Executive prevails with respect to any dispute submitted to arbitration Section, Cinergy will reimburse or pay all legal fees and expenses that under this the Executive may reasonably incur as a result of the dispute as required by Section 7. 9. CONFIDENTIAL INFORMATION. The Executive will hold in a fiduciary capacity for the benefit of Cinergy, as well as all of Cinergy's successors and assigns, all secret, confidential information, knowledge, or data relating to Cinergy, and its affiliated businesses, that the Executive obtains during the Executive's employment by Cinergy or any of its affiliated companies, and that has not been or subsequently becomes public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). During the Employment Period and thereafter, the Executive will not, without Cinergy's prior written consent or as may otherwise by required by law or legal process, communicate or divulge any such information, knowledge, or data to anyone other than Cinergy and those designated by it. The Executive understands that during the Employment Period, Cinergy may be required from time to time to make public disclosure of the terms or existence of the Executive's employment relationship to comply with various laws and legal requirements. In addition to all other remedies available to Cinergy in law and equity, this Agreement is subject to termination by Cinergy for Cause under Section 4b in the event the Executive violates any provision of this Section. 10. SUCCESSORS. a. This Agreement is personal to the Executive and, without Cinergy's prior written consent, cannot be assigned by the Executive other than Executive's designation of a beneficiary of any amounts payable hereunder after the Executive's death. This Agreement will inure to the benefit of and be enforceable by the Executive's legal representatives. b. This Agreement will inure to the benefit of and be binding upon Cinergy and its successors and assigns. c. Cinergy will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Cinergy to assume expressly and agree to perform this Agreement in the same manner and to the same extent that Cinergy would be required to perform it if no succession had taken place. Cinergy's failure to obtain such an assumption and agreement prior to the effective date of a succession will be a breach of this Agreement and will entitle the Executive to compensation from Cinergy in the same amount and on the same terms as if the Executive were to terminate his employment for Good Reason upon a Change in Control, except -15- that, for purposes of implementing the foregoing, the date on which any such succession becomes effective will be deemed the Date of Termination. 11. DEFINITIONS. As used in this Agreement, the following terms, when capitalized, will have the following meanings: a. ACCOUNTING FIRM. "Accounting Firm" means Cinergy's independent auditors. b. ACCRUED OBLIGATIONS. "Accrued Obligations" means the accrued obligations described in Paragraph 5a(i). c. AGREEMENT. "Agreement" means this Amended and Restated Employment Agreement between Cinergy and the Executive. d. AIP BENEFIT. "AIP Benefit" means the Annual Incentive Plan benefit described in Subsection 5a(i). e. ANNUAL BASE SALARY. "Annual Base Salary" means the annual base salary payable to the Executive pursuant to Subsection 3a. f. ANNUAL BONUS. "Annual Bonus" has the meaning set forth in Subsection 5a(ii)(1). g. ANNUAL INCENTIVE PLAN. "Annual Incentive Plan" means the Cinergy Corp. Annual Incentive Plan or any similar plan or successor to the Annual Incentive Plan. h. BOARD OF DIRECTORS. "Board of Directors" means the board of directors of the Company. i. COBRA. "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. j. CAUSE. "Cause" has the meaning set forth in Subsection 4b. k. CHANGE IN CONTROL. "A Change in Control" will be deemed to have occurred if any of the following events occur, after the Effective Date: (i) Any "person" or "group" (within the meaning of subsection 13(d) and paragraph 14(d)(2) of the 1934 Act) is or becomes the beneficial owner (as defined in Rule l3d-3 under the 1934 Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such a Person any securities acquired directly from the Company or its affiliates) representing more than twenty percent (20%) of the combined voting power of the Company's then outstanding securities, -16- excluding any person who becomes such a beneficial owner in connection with a transaction described in Clause (1) of Paragraph (ii) below; or (ii) There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (1) a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to that merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least sixty percent (60%) of the combined voting power of the securities of the Company or the surviving entity or its parent outstanding immediately after the merger or consolidation, or (2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such a Person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities; or (iii) During any period of two (2) consecutive years, individuals who at the beginning of that period constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Company's shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of that period or whose appointment, election, or nomination for election was previously so approved or recommended cease for any reason to constitute a majority of the Board of Directors; or (iv) The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least sixty percent (60%) of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to the sale. l. CHANGE IN CONTROL BONUS. "Change in Control Bonus" has the meaning set forth in Subsection 5a(iii)(1). -17- m. CHIEF EXECUTIVE OFFICER. "Chief Executive Officer" means the chief executive officer of the Company. n. CINERGY. "Cinergy" means the Company, its subsidiaries, and/or its affiliates, and any successors to the foregoing. o. CODE. "Code" means the Internal Revenue Code of 1986, as amended, and interpretive rules and regulations. p. COMPANY. "Company" means Cinergy Corp. q. DATE OF TERMINATION. "Date of Termination" means: (i) if the Executive's employment is terminated by the Company for Cause, or by the Executive with Good Reason, the date of receipt of the Notice of Termination or any later date specified in the notice, as the case may be; (ii) if the Executive's employment is terminated by the Executive without Good Reason, thirty (30) days after the date on which the Executive notifies the Company of the termination; (iii) if the Executive's employment is terminated by the Company other than for Cause, thirty (30) days after the date on which the Company notifies the Executive of the termination; and (iv) if the Executive's employment is terminated by reason of death, the date of death. r. DEFERRED COMPENSATION PLAN. "Deferred Compensation Plan" means the Cinergy Corp. Non-Qualified Deferred Incentive Compensation Plan or any similar plan or successor to that plan. s. EFFECTIVE DATE. "Effective Date" means August 31, 2001. t. EMPLOYMENT PERIOD. "Employment Period" has the meaning set forth in Subsection 1b. u. EXCISE TAX. "Excise Tax" means any excise tax imposed by Code section 4999, together with any interest, penalties, additional tax or similar items that are incurred by the Executive with respect to the excise tax imposed by Code section 4999. v. EXECUTIVE. "Executive" means Charles J. Winger. -18- w. EXECUTIVE RETIREMENT PLANS. "Executive Retirement Plans" means the Cinergy Corp. Non-Union Employees' Pension Plan, the Cinergy Corp. Supplemental Executive Retirement Plan and the Cinergy Corp. Excess Pension Plan or any similar plans or successors to those plans. x. EXECUTIVE SUPPLEMENTAL LIFE PROGRAM. "Executive Supplemental Life Program" means the Cinergy Corp. Executive Supplemental Life Insurance Program or any similar program or successor to the Executive Supplemental Life Program. y. 401(K) EXCESS PLAN. "401(k) Excess Plan" means the Cinergy Corp. 401(k) Excess Plan, or any similar plan or successor to that plan. z. GOOD REASON. "Good Reason" has the meaning set forth in Subsection 4d. aa. GROSS-UP PAYMENT. "Gross-Up Payment" has the meaning set forth in Subsection 5c. bb. HIGHEST AVERAGE EARNINGS. "Highest Average Earnings" means the greater of (a) the Executive's "Highest Average Earnings" as defined in the Pension Plan (without regard to the limitation of Code paragraph 401(a)(17)) or (b) the Executive's Earnings for the 12 consecutive calendar months immediately preceding his termination of employment with Cinergy. cc. LONG-TERM INCENTIVE PLAN OR LTIP. "Long-Term Incentive Plan" or "LTIP" means the long-term incentive plan implemented under the Cinergy Corp. 1996 Long-Term Incentive Compensation Plan or any successor to that plan. dd. M&W PLANS. "M&W Plans" has the meaning set forth in Subparagraph 5a(ii)(2). ee. MAXIMUM ANNUAL BONUS. "Maximum Annual Bonus" has the meaning set forth in Subsection 3b. ff. NOTICE OF TERMINATION. "Notice of Termination" has the meaning set forth in Subsection 4f. gg. PAYMENT OR PAYMENTS. "Payment" or "Payments" has the meaning set forth in Subsection 5c. hh. PENSION PLAN. "Pension Plan" means the Cinergy Corp. Non-Union Employees' Pension Plan or any successor to that plan. ii. PERSON. "Person" has the meaning set forth in paragraph 3(a)(9) of the 1934 Act, as modified and used in subsections 13(d) and 14(d) of the 1934 Act; however, a Person will not include the following: -19- (i) Cinergy or any of its subsidiaries; (ii) A trustee or other fiduciary holding securities under an employee benefit plan of Cinergy or its subsidiaries; (iii) An underwriter temporarily holding securities pursuant to an offering of those securities; or (iv) A corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company. jj. QUALIFYING TERMINATION. "Qualifying Termination" means (i) the termination by the Company of the Executive's employment with Cinergy other than a termination for Cause or (ii) the termination by the Executive of the Executive's employment with Cinergy for Good Reason. kk. RELOCATION PROGRAM. "Relocation Program" means the Cinergy Corp. Relocation Program, or any similar program or successor to that program, as in effect on the date of the Executive's termination of employment. ll. RETIREES' DENTAL PLAN. "Retirees' Dental Plan" means the Cinergy Corp. Retirees' Dental program or any similar program or successor to that program. mm. RETIREES' MEDICAL PLAN. "Retirees' Medical Plan" means the Cinergy Corp. Retirees' Medical program or any similar program or successor to that program. nn. SEVERANCE BENEFITS. "Severance Benefits" means the payments and benefits payable to the Executive pursuant to Section 5. oo. SPOUSE. "Spouse" means the Executive's lawfully married spouse. For this purpose, common law marriage or a similar arrangement will not be recognized unless otherwise required by federal law. pp. STOCK RELATED DOCUMENTS. "Stock Related Documents" means the LTIP, the Cinergy Corp. Stock Option Plan, and the Value Creation Plan and any applicable administrative guidelines and written agreements relating to those plans. qq. TARGET ANNUAL BONUS. "Target Annual Bonus" has the meaning set forth in Subsection 3b. rr. TARGET LTIP BONUS. "Target LTIP Bonus" has the meaning set forth in Subsection 3b. -20- ss. VALUE CREATION PLAN. "Value Creation Plan" means the Value Creation Plan or any similar plan, or successor plan of the LTIP. 12. MISCELLANEOUS. a. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflict of laws. The captions of this Agreement are not part of its provisions and will have no force or effect. This Agreement may not be amended, modified, repealed, waived, extended, or discharged except by an agreement in writing signed by the party against whom enforcement of the amendment, modification, repeal, waiver, extension, or discharge is sought. Only the Chief Executive Officer or his designee will have authority on behalf of Cinergy to agree to amend, modify, repeal, waive, extend, or discharge any provision of this Agreement. b. All notices and other communications under this Agreement will be in writing and will be given by hand delivery to the other party or by Federal Express or other comparable national or international overnight delivery service, addressed as follows: IF TO THE EXECUTIVE: Charles J. Winger Cinergy Corp. 221 East Fourth Street Cincinnati, Ohio 45201-0960 IF TO CINERGY: Cinergy Corp. 221 East Fourth Street Cincinnati, Ohio 45201-0960 Attn: Chief Executive Officer or to such other address as either party has furnished to the other in writing in accordance with this Agreement. All notices and communications will be effective when actually received by the addressee. c. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement. d. Cinergy may withhold from any amounts payable under this Agreement such federal, state, or local taxes as are required to be withheld pursuant to any applicable law or regulation. e. The Executive's or Cinergy's failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or -21- Cinergy may have under this Agreement, including without limitation the right of the Executive to terminate employment for Good Reason pursuant to Subsection 4d or the right of Cinergy to terminate the Executive's employment for Cause pursuant to Subsection 4b, will not be deemed to be a waiver of that provision or right or any other provision or right of this Agreement. f. References in this Agreement to the masculine include the feminine unless the context clearly indicates otherwise. g. This instrument contains the entire agreement of the Executive and Cinergy with respect to the subject matter of this Agreement; and subject to any agreements evidencing stock option or restricted stock grants described in Subsection 3b and the Stock Related Documents, all promises, representations, understandings, arrangements, and prior agreements are merged into this Agreement and accordingly superseded. h. This Agreement may be executed in counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument. i. Cinergy and the Executive agree that Cinergy Services, Inc. will be authorized to act for Cinergy with respect to all aspects pertaining to the administration and interpretation of this Agreement. IN WITNESS WHEREOF, the Executive and the Company have caused this Agreement to be executed as of the Effective Date. CINERGY SERVICES, INC. By: /s/ James E. Rogers ------------------------------ James E. Rogers Chairman and Chief Executive Officer EXECUTIVE /s/ Charles J. Winger --------------------------------- Charles J. Winger -22- EX-10.N 4 a2071671zex-10_n.txt THOMAS AMENDED AND RESTATED SEVERANCE AGREEMENT CINERGY CORP. AMENDED AND RESTATED SEPARATION AND RETIREMENT AGREEMENT AND WAIVER AND RELEASE OF LIABILITY This Amended and Restated Separation and Retirement Agreement and Waiver and Release of Liability (the "Agreement"), which is effective as of this 15th day of February, 2002, is entered into by and between Larry E. Thomas (the "Executive") and Cinergy Corp., with the mutual exchange of promises as consideration. Capitalized words and terms used throughout this Agreement that are not defined elsewhere in this Agreement are defined in Section 22. RECITALS A. The Executive has elected to terminate voluntarily his employment with Cinergy and retire effective March 31, 2002. B. The Executive resigned from his position as Chief Executive Officer of the Power Technology & Infrastructure Services Business Unit ("Former Position") effective June 30, 2001 and continued in the employ of Cinergy in a new position with the title of Vice Chairman of Public Service Indiana (PSI) ("New Position") following such resignation from such Former Position and plans to continue in such New Position until his retirement on March 31, 2002. Cinergy desires to have the Executive serve in the New Position until his retirement and is willing to relocate the Executive to Indianapolis, Indiana and to provide certain additional benefits and arrangements to the Executive, provided that the Executive executes and does not timely revoke this Agreement. C. Previously, the Executive and Cinergy negotiated certain additional separation benefits to be paid to the Executive in exchange for his voluntary retirement provided that the Executive executed (and did not timely revoke) the Cinergy Corp. Separation and Retirement Agreement and Waiver and Release of Liability and timely executed and did not timely revoke a waiver and release, in the form attached to the Cinergy Corp. Separation and Retirement Agreement and Waiver and Release of Liability as Exhibit A, of all claims that the Executive might be able to assert against Cinergy and certain related entities and individuals. D. The parties have agreed to enter into this Agreement, which has been specifically negotiated between the Executive and Cinergy. The parties acknowledge and agree that this Agreement replaces and supersedes (i) the Amended and Restated Employment Agreement dated December 30, 1999 ("Employment Agreement") and (ii) and the Cinergy Corp. Separation and Retirement Agreement and Waiver and Release of Liability. THEREFORE, Cinergy and the Executive enter into the following Agreement: AGREEMENT 1. NEW POSITION, RELOCATION, AND RETIREMENT. a. RESIGNATION FROM FORMER POSITION. The Executive agreed to resign from his Former Position effective June 30, 2001, and did so resign. b. NEW POSITION. Cinergy extended to the Executive, and the Executive accepted, the New Position effective July 1, 2001. The New Position is located in the metropolitan area of Indianapolis, Indiana. The duties of the New Position are those duties assigned to the Executive by the Chief Executive Officer of the Company from time to time. Until March 31, 2002, the compensation and prerequisites for the New Position will be the same as those for the Executive's Former Position as provided in Section 3 of the Employment Agreement. c. RELOCATION. In June of 2001, the Executive relocated to the metropolitan area of Indianapolis, Indiana, pursuant to the terms of the Executive Relocation Agreement. d. TERMINATION OF EMPLOYMENT. The Executive will retire, and his employment with Cinergy will terminate, effective as of the close of business on March 31, 2002. e. EFFECT ON OTHER AGREEMENTS. This Agreement replaces and supersedes, except as otherwise provided in Section 1.b of this Agreement, any and all prior employment, separation and retirement agreements between Cinergy and the Executive, including but not limited to (i) the Employment Agreement and (ii) the Cinergy Corp. Separation and Retirement Agreement and Waiver and Release of Liability. 2. SEPARATION BENEFITS. In exchange for resigning from employment, entering into this Agreement, and satisfying any additional conditions set forth in this Agreement, the Executive will receive the following benefits, as a result of negotiations between the parties, which benefits shall be payable following March 31, 2002 as described below: a. SEVERANCE PAY. After March 31, 2002, provided that the Executive timely executes and does not timely revoke a waiver and release, in the form attached to this Agreement as EXHIBIT A, of all claims that the Executive might be able to assert against Cinergy and certain related entities and individuals (the "Waiver and Release"), Cinergy agrees to pay the Executive, in lieu of any other severance benefits that might be payable to the Executive under the Employment Agreement, severance pay in the gross amount of $3,382,276.00. This amount, less applicable tax withholdings, will be paid in a lump sum within 10 days after the expiration of the revocation period described in the Waiver and Release. b. RETIREE WELFARE BENEFITS. After March 31, 2002, provided that the Executive executes and does not timely revoke the Waiver and Release, upon his retirement, pursuant to this Agreement, the Executive will be entitled to comprehensive retiree medical and dental coverage pursuant to the terms of the Cinergy Corp. Welfare Benefits Program. The Executive will receive the maximum subsidy provided by Cinergy to retirees for purposes of determining the amount of the monthly premiums due from the Executive. c. VACATION PAY. After March 31, 2002, provided that the Executive executes and does not timely revoke the Waiver and Release, within 10 days after the expiration of the revocation period described in the Waiver and Release, the Executive will receive, in a lump sum cash payment, fifteen (15) weeks of accrued but unused vacation pay in the gross amount of $158,656.20, less applicable tax withholdings. -2- d. WAIVER OF PREPAYMENT PENALTY. If the prepayment penalty under Cinergy's Executive Stock Purchase Program is waived for any participant in that program, it will also be waived for the Executive. e. EXECUTIVE SUPPLEMENTAL LIFE INSURANCE. After March 31, 2002, provided that the Executive timely executes and does not timely revoke the Waiver and Release, the Executive will receive the value of the additional life insurance provided to the Executive under the Executive Supplemental Life Insurance Program, which is $150,000. This amount will be paid to the Executive in cash, in equal annual installments of $15,000, less applicable tax withholdings, over a 10-year period beginning in February of 2003. f. STOCK OPTIONS. Any rights the Executive may have with respect to the stock options granted to the Executive on October 24, 1994 will be determined under the terms of the incentive stock option agreement dated October 24, 1994 the nonqualified stock option agreement dated October 24, 1994, and the Cinergy Corp. Stock Option Plan effective October 24, 1994. Similarly, any rights the Executive may have with respect to the stock options granted to the Executive pursuant to the Cinergy Corp. 1996 Long-Term Incentive Compensation Plan ("LTIP") will be determined under the LTIP, the relevant Administrative Guidelines and any incentive stock option agreement or nonqualified stock option agreement that the Executive may have been required to sign with regard to those options. g. LONG-TERM INCENTIVE PLAN. After March 31, 2002, provided that the Executive timely executes and does not revoke the Waiver and Release, the Executive shall receive any performance shares award to which he may become entitled under Cycle IV, Cycle V and Cycle VI of the LTIP and the Cinergy Corp. Value Creation Plan The amount of any such award shall be determined and pro-rated, and any such award shall be paid to the Executive, in accordance with the terms of the LTIP, the Value Creation Plan, any relevant administrative guidelines, and any applicable performance shares agreements. h. TAX COUNSELING. After March 31, 2002, provided that the Executive timely executes and does not timely revoke the Waiver and Release, Cinergy will provide tax counseling services to the Executive through an agency selected by the Executive, not to exceed $15,000 in cost. i. AUTOMOBILE ALLOWANCE. After March 31, 2002, provided that the Executive executes and does not timely revoke the Waiver and Release, the Executive will receive a lump sum payment of $50,000, grossed up to cover any applicable federal and state income taxes, to cover the cost of the Executive's automobile. This amount, less applicable withholding taxes, will be paid to the Executive within fifteen (15) days after the expiration of the revocation period described in the Waiver and Release. j. COMPUTER ALLOWANCE. After March 31, 2002, provided that the Executive executes and does not timely revoke the Waiver and Release, the Executive will receive a lump sum payment of $2,000, grossed up for applicable federal and state income taxes, which payment will be reduced by applicable withholding taxes, to cover the cost of a computer and printer. This amount will be paid to the Executive within fifteen (15) days after the expiration of the revocation period described in the Waiver and Release. -3- k. SUPPLEMENTAL RETIREMENT BENEFIT. The Executive shall be entitled to the benefits described in this Section 2.k but only if, after March 31, 2002, he timely executes and does not revoke the Waiver and Release. The Executive will be entitled to, and fully vested in, a supplemental retirement benefit in an annual amount equal to the excess of (1) 60% of the Executive's Highest Average Earnings over (2) his total aggregate annual benefit under the Pension Plan and the Cinergy Corp. Excess Pension Plan, PROVIDED, HOWEVER, that the amount in clause (2) above shall be calculated based upon the assumption that the Executive elects to receive the distribution of his benefits under the Pension Plan and the Cinergy Corp. Excess Pension Plan in the form of a contingent pension option which provides a reduced pension to the Executive during his lifetime and an equal amount (i.e., the 100% option) to the Executive's Spouse during her lifetime if she survives the Executive; and PROVIDED FURTHER, HOWEVER, that the Executive's Spouse, if she survives the Executive, shall be entitled to receive a supplemental retirement benefit in an amount equal to the monthly amount received by the Executive, the payment of which shall commence upon the Executive's death and shall continue during the remaining portion of the Spouse's life. Notwithstanding the preceding sentence, the amount of the supplemental retirement benefit payable to the Executive shall be calculated without regard to the fact that the Spouse, if she survives the Executive, shall also be entitled to a benefit under this Section 2.k. All terms in this Section 2.k with initial capital letters that are not defined in this Agreement shall have the meaning given to such terms in the Employment Agreement. The benefits provided pursuant to this Section 2.k shall be provided to the Executive in accordance with the funding provisions of Article 12 of the Cinergy Corp. Supplemental Executive Retirement Plan ("SERP") and any trust that has been established in connection with the SERP (including the Master Trust for Cinergy Corp. Nonqualified Deferred Compensation Plans); PROVIDED, HOWEVER, that the benefit provided to the Executive pursuant to this Section 2.k shall be in lieu of any benefit provided to the Executive under the SERP and the Executive shall not be entitled to any benefit under that plan. l. 2001 ANNUAL INCENTIVE PLAN. The Executive shall receive a lump sum payment, less applicable withholding taxes, equal to the excess of (a) the incentive award the Executive would have received under the Cinergy Corp. Annual Incentive Plan ("AIP") for the 2001 performance period if he attained a level three payout with respect to both corporate and individual goals over (b) the incentive award the Executive actually received under the AIP for the 2001 performance period. m. 2002 ANNUAL INCENTIVE PLAN. After March 31, 2002, provided the Executive timely executes and does not timely revoke the Waiver and Release, the Executive will receive an AIP award for the 2002 performance period equal to 25% of the award that he would have received if he had remained employed until the date of payment of the award, which award will be paid based on a level three payout with respect to both individual and corporate goals, which payment shall be reduced by applicable withholding taxes and shall be payable in March, 2003. 3. RELEASE AND INDEMNITY. Cinergy irrevocably and unconditionally releases and discharges the Executive and will indemnify, save and hold harmless, and defend the Executive from any and all claims, losses, demands, suits, actions, causes of action, damages, costs, and expenses, including attorneys' fees, payments, judgments, and any and all liability arising, or alleged to arise, in whole or in part, from or out of, in any manner whatsoever, any work performed by the Executive while he was employed by Cinergy. -4- 4. BASIS FOR ENTITLEMENT. The Executive acknowledges that he would not be entitled to certain of the benefits described in this Agreement absent his election to terminate employment voluntarily and retire voluntarily and his execution of this Agreement and the Waiver and Release. 5. ADEQUATE CONSIDERATION. The Executive agrees that this Agreement provides good, valuable, and sufficient consideration for the obligations he assumes in Sections 6 through 13 and Section 17 and the Waiver and Release. 6. WAIVER OF CLAIMS. The Executive irrevocably and unconditionally waives and releases any and all rights or claims that he has or may have, as of the date of the execution of this Agreement, based on or arising out of the employment relationship, or the termination of the employment relationship, against Cinergy, its employee benefit plans, or any of their respective current or former officers, directors, agents, employees, fiduciaries, attorneys, insurers, predecessors, successors, or assigns (together, the "Releasees"), other than workers' compensation claims filed prior to the date of execution of this Agreement and claims for vested benefits under the terms of Cinergy's qualified pension and profit sharing plans. The rights and claims so waived include, but are not limited to, the following: a. Claims and rights arising under any federal, state, or local statute, ordinance, or common law (including, but not limited to, claims for breach of promise, breach of contract, promissory estoppel, intentional infliction of emotional distress, negligent misrepresentation, defamation, and wrongful discharge) or claims in equity or public policy; b. Claims and rights arising under any law relating to sex, race, age, religion, disability, or national origin discrimination (including but not limited to any rights or claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Fair Labor Standards Act of 1938, the Family and Medical Leave Act, the Indiana Civil Rights Law, the Kentucky Labor and Human Rights Law, and the Ohio Fair Employment Practices Law, as those laws may be amended from time to time); c. Claims or rights arising under the civil rights laws of any state or municipality; and d. Any claims for compensatory damages, punitive damages, attorneys' fees, expenses, and litigation costs. 7. FUTURE EMPLOYMENT. The Executive waives any right to assert any claim or demand for reemployment with Cinergy. The Executive, however, may accept an offer of reemployment with Cinergy in the event such an offer is made. 8. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. The Executive will not at any time, directly or indirectly, use any trade secrets or confidential information of Cinergy for his benefit or the benefit of any other person or, directly or indirectly, disclose any trade secrets or confidential information of Cinergy to any other person, unless he is required by law or any lawful authority to do so. For purposes of this Section, "confidential information of Cinergy" means all secret, proprietary information, knowledge, or data relating to Cinergy and its businesses that have been obtained by the Executive during the Executive's employment by -5- Cinergy that have not been now or subsequently become public knowledge (other than by acts of the Executive or representatives of the Executive in violation of this Agreement). 9. CONSULTING ARRANGEMENT. The Executive agrees to serve as a business consultant to Cinergy for a period of three (3) years beginning on the Termination Date (the "Consulting Period"). The consulting services to be provided by the Executive during the Consulting Period will consist of consultation with, and advice to, the officers and managerial employees of Cinergy, as requested by Cinergy, on matters relating to Cinergy's business affairs about which the Executive has knowledge and experience. The consulting services will be performed at reasonable times when and as needed, as determined by mutual agreement between Cinergy and the Executive. The parties understand and agree that all of the consulting services to be provided by the Executive under this Agreement will be performed by him as an independent contractor and not as an employee of Cinergy. The Executive will not have any authority to act as an agent or representative of Cinergy, except to the extent expressly authorized in writing by Cinergy. The Executive will perform his consulting services to the best of his abilities. The Executive's duties pursuant to this Paragraph are purely those of a consultant, and Cinergy is free to accept or reject his advice as it deems appropriate. Cinergy is responsible for all actions it chooses to take based on the Executive's advice, and Cinergy agrees to hold the Executive harmless for the results of those actions, including all losses and damages resulting from any legal or regulatory action. Cinergy will reimburse the Executive for all expenses authorized by Cinergy and incurred by the Executive, including but not limited to telephone, duplication, secretarial services, mail and courier services, and normal supplies that may reasonably be required. Reimbursement will be made within thirty (30) days of Cinergy's receipt of reasonable and customary documentation. For any travel requested and authorized by Cinergy, the Executive will be reimbursed for all reasonable and customary expenses, including transportation, parking, food, and lodging. Nothing in this Section 9 will prohibit the Executive from seeking or accepting other employment, engaging in any other consulting services, or participating in any other endeavor for profit, as he deems appropriate, provided that, in so doing, he does not breach any of his other obligations under this Agreement. 10. NON-SOLICITATION AND NON-COMPETITION. At no time during the Consulting Period will the Executive: (a) employ or seek to employ any person employed at that time by Cinergy or otherwise encourage or entice any such person to leave employment with Cinergy; (b) become employed by, enter into a consulting arrangement with, or otherwise agree to perform personal services for, a Competitor; (c) acquire an ownership interest in a Competitor, provided that the Executive may, for investment purposes, own not more than 3% of the outstanding stock of any class of a Competitor that is publicly traded; or (d) solicit any customers or vendors of Cinergy on behalf of or for the benefit of a Competitor. The Executive acknowledges that monetary damages will not be an adequate remedy for Cinergy in the event of a breach of this Section 10, and that it would be impossible for Cinergy to measure damages in the even of such a breach. Therefore, the Executive agrees that, in lieu of any other remedy that Cinergy may have for such a breach, Cinergy is entitled to an injunction preventing the Executive from any breach of this Section 10. 11. COOPERATION WITH LITIGATION. Upon Cinergy's request, the Executive agrees to render reasonable assistance to Cinergy in connection with any litigation or investigation relating to Cinergy's business, provided that rendering such assistance does not impose an unreasonable -6- burden on the Executive. Such assistance will include, but will not be limited to, providing information, attending meetings, assisting with interrogatories, giving depositions, and making court appearances. The Executive agrees to notify the General Counsel of the Company promptly of any requests for information or testimony that the Executive receives in connection with any litigation or investigation relating to Cinergy's business. Cinergy agrees to advance to the Executive, without any expectation of repayment, any monies reasonably anticipated by the Executive as necessary to discharge the Executive's obligations under this Section and to reimburse the Executive for his time and out-of-pocket expenses in meeting those obligations. 12. RETURN OF CORPORATE PROPERTY. Except as otherwise provided in this Agreement, the Executive agrees to return to Cinergy all keys, identification badges, electronic passes, credit cards, computer programs, and other property belonging to Cinergy when requested and to do so by Cinergy's representative. 13. COMMUNICATIONS. While the Executive is employed by Cinergy and thereafter, Cinergy will not make any untrue, disparaging, defamatory, or derogatory statements about the Executive, and the Executive will not make any untrue, disparaging, defamatory, or derogatory statements about Cinergy. 14. SEVERABILITY. If any portion of this Agreement is found to be unenforceable for any reason, the parties agree that the remaining portions will remain in effect (to the extent the invalidity of the particular portion does not substantially undermine the purpose of this Agreement). 15. CONSULTATION WITH ATTORNEY ADVISED. The Executive is advised to consult with an attorney prior to executing this Agreement. The Executive acknowledges being given that advice. The Executive represents that he has read and fully understands all of the provisions of this Agreement. The Executive represents that he is voluntarily signing this Agreement. 16. TIME TO CONSIDER. The Executive acknowledges that he has been given a period of at least twenty-one (21) days within which to consider and sign this Agreement. a. To enter into this Agreement, the Executive must execute it by signing, dating, and returning it to James E. Rogers, Jr., Cinergy Corp., 221 East Fourth Street, Cincinnati, Ohio, 45202. b. The Executive acknowledges that if he has signed this Agreement, it is because he freely chose to do so. c. The Executive may revoke this Agreement during the seven (7) calendar days after he signs it. To be effective, a revocation must be communicated in writing to James E. Rogers, Jr., Cinergy Corp., 221 East Fourth Street, Cincinnati, Ohio, 45202, and delivered no later than 5:00 p.m. Eastern Standard Time on the final day of the seven (7) day period. 17. CONFIDENTIALITY. The Executive covenants and agrees to keep completely confidential and not to disclose the existence or terms of this Agreement except to Executive's spouse, legal counsel, accountant, and financial advisors, unless he is required by law or any lawful authority to do so. The Executive will advise those to whom proper disclosure is made that this is a confidential agreement, and he will instruct them that they are not to disclose the -7- existence or terms of this Agreement. In addition, the Executive covenants and agrees that any breach of this confidentiality provision will be considered a breach of this Agreement. 18. BINDING EFFECT OF AGREEMENT. This Agreement will be binding upon and will operate for the benefit of, the heirs, executors, administrators, assigns, and successors in interest of the Executive and Cinergy. Cinergy agrees that in the event of a sale, merger, acquisition, or other change in structure (including the cessation or restructuring of any part of Cinergy's business) and/or ownership, Cinergy will ensure that the contract language pertaining to the transaction confirms the continuing liability of Cinergy (and its assigns and successors in interest) to the Executive under this Agreement. 19. COMPLETE AGREEMENT. Except as otherwise expressly provided in this Agreement, the terms of this Agreement and the Waiver and Release constitute the entire Agreement between the parties and supersede all previous communications, representations, and agreements, oral or written, between the parties with respect to the subject matter of this Agreement. No agreement or understanding modifying this Agreement will be binding on either party unless it is in writing and signed by an authorized representative of the party sought to be bound. If any part of this Agreement is adjudged by a court of competent jurisdiction to be contrary to law, then this Agreement will, in all other respects, remain effective and binding to the full extent permitted by law. 20. ARBITRATION. The parties agree that any dispute, claim, or controversy based on common law, equity, or any federal, state, or local statute, ordinance, or regulation (other than workers' compensation claims) arising out of or relating in any way to the Executive's employment, the terms, benefits, and conditions of employment, or concerning this Agreement or its termination and any resulting termination of employment, including whether such a dispute is arbitrable, will be settled by arbitration. This agreement to arbitrate includes but is not limited to all claims for any form of illegal discrimination, improper or unfair treatment or dismissal, and all tort claims. The Executive will still have a right to file a discrimination charge with a federal or state agency, but the final resolution of any discrimination claim will be submitted to arbitration instead of a court or jury. The arbitration proceeding will be conducted under the employment dispute resolution arbitration rules of the American Arbitration Association in effect at the time a demand for arbitration under the rules is made. The decision of the arbitrator(s), including determination of the amount of any damages suffered, will be exclusive, final, and binding on all parties, their heirs, executors, administrators, successors and assigns. Each party will bear its own expenses in the arbitration for arbitrators' fees and attorneys' fees, for its witnesses, and for other expenses of presenting its case. Other arbitration costs, including administrative fees and fees for records or transcripts, will be borne equally by the parties. Notwithstanding anything in this Section to the contrary, if the Executive prevails with respect to any dispute submitted to arbitration under this Section, Cinergy will reimburse or pay all legal fees and expenses that the Executive may reasonably incur as a result of the dispute. 21. GOVERNING LAW. This Agreement will be interpreted, enforced, and governed under the laws of the State of Ohio, without regard to any principles of conflicts of laws. 22. DEFINITIONS. As used in this Agreement, the following terms, when capitalized, will have the following meanings: -8- a. AGREEMENT. "Agreement" means this Amended and Restated Separation and Retirement Agreement and Waiver and Release of Liability. b. ANNUAL INCENTIVE PLAN. "Annual Incentive Plan" means the Cinergy Corp. Annual Incentive Plan or any successor to that Plan. c. CINERGY. "Cinergy" means the Company, Cinergy Services, Inc., The Cincinnati Gas & Electric Company, and PSI Energy, Inc. d. COMPANY. "Company" means Cinergy Corp. e. COMPETITOR. "Competitor" means any person or entity that sells goods or services that are directly competitive with those sold by a business that (1) is being conducted by Cinergy at the time in question and (2) was being conducted by Cinergy on the Termination Date. Notwithstanding anything in the preceding sentence, goods or services will not be deemed to be competitive with those of Cinergy solely as a result of the Executive being employed by or otherwise associated with a business that is in competition with Cinergy but as to which the Executive does not have direct or indirect responsibilities for the products or services involved. f. EMPLOYMENT AGREEMENT. "Employment Agreement" means the Amended and Restated Employment Agreement between the Executive and Cinergy dated December 30, 1999. g. EXECUTIVE. "Executive" means Larry E. Thomas. h. EXECUTIVE RELOCATION AGREEMENT. "Executive Relocation Agreement" means the Cinergy Corp. Executive Relocation Agreement. i. EXECUTIVE SUPPLEMENTAL LIFE PROGRAM. "Executive Supplemental Life Program" means the Cinergy Corp. Executive Supplemental Life Insurance Program and any successor that that plan. j. NEW POSITION. "New Position" has the meaning set forth in Subsection l.b. k. TERMINATION DATE. "Termination Date" means March 31, 2002. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed, effective as of the date above written. CINERGY CORP. Larry E. Thomas By: ------------------------------- --------------------------------- James E. Rogers, Jr. Executive -9- EX-10.EE 5 a2071671zex-10_ee.txt AMENDMENT TO CINERGY ANNUAL INCENTIVE PLAN (NOTE: THIS TABLE OF CONTENTS IS NOT PART OF THE CINERGY CORP. ANNUAL INCENTIVE PLAN; INSTEAD, THIS TABLE OF CONTENTS IS MERELY FOR CONVENIENCE OF REFERENCE.) TABLE OF CONTENTS
Page Numbers ------- INTRODUCTION......................................................1 ARTICLE 1 DEFINITIONS.............................................1 1.1 "Actual Incentive".........................................1 1.2 "Annual Performance Award".................................2 1.3 "Annual Program"...........................................2 1.4 "Beneficiary"..............................................2 1.5 "Chief Executive Officer"..................................2 1.6 "Cinergy"..................................................2 1.7 "Cinergy's Board of Directors".............................2 1.8 "Cinergy's Committee"......................................2 1.9 "Corporate Target Goal"....................................2 1.10 "Covered Employee".........................................3 1.11 "Earnings".................................................3 1.12 "Effective Time of the Mergers"............................4 1.13 "Employee".................................................4 1.14 "Employer".................................................4 1.15 "Employer's Board of Directors"............................4 1.16 "Exempt Employee"..........................................4 1.17 "FLSA".....................................................4 1.18 "Incentive Factor".........................................4 1.19 "Individual Goal"..........................................5 1.20 "Maximum Incentive"........................................5 1.21 "Minimum Incentive"........................................5 1.22 "1934 Act".................................................5 1.23 "Non-Exempt Employee"......................................5 1.24 "Nonqualified Deferred Compensation Plan"..................6 1.25 "Participant"..............................................6 1.26 "Performance Period".......................................6 1.27 "Plan".....................................................6 1.28 "Total Disability".........................................6 1.29 "Union Employee"...........................................6 ARTICLE 2 EFFECTIVE DATE OF PLAN..................................7 ARTICLE 3 PURPOSE OF PLAN.........................................7 ARTICLE 4 EMPLOYER'S ELECTION TO PARTICIPATE IN PLAN..............8
-i- ARTICLE 5 EFFECT OF PLAN ON OTHER PLANS...........................8 ARTICLE 6 ELIGIBILITY.............................................9 ARTICLE 7 ANNUAL PERFORMANCE AWARD...............................10 ARTICLE 8 CORPORATE TARGET GOALS AND INDIVIDUAL GOALS............11 ARTICLE 9 DISTRIBUTION...........................................12 ARTICLE 10 CONDITIONS TO ANNUAL PERFORMANCE AWARDS...............12 10.1 Government Regulations....................................12 10.2 Continued Employment......................................12 ARTICLE 11 BENEFICIARY...........................................14 ARTICLE 12 NON-ALIENATION OF BENEFITS............................15 ARTICLE 13 FUNDING POLICY AND METHOD.............................15 ARTICLE 14 CHANGE IN CONTROL.....................................15 ARTICLE 15 ADMINISTRATION........................................19 ARTICLE 16 MISCELLANEOUS.........................................20 16.1 No Enlargement of Employee Benefits.......................20 16.2 Notice of Address.........................................20 16.3 No Individual Liability...................................21 16.4 Delegation of Administrative Duties.......................21 16.5 Governing Laws............................................21 16.6 Risk of Participation.....................................21 16.7 Headings..................................................21 ARTICLE 17 CONTRIBUTIONS.........................................22 ARTICLE 18 AMENDMENT AND TERMINATION.............................22 ARTICLE 19 CONTINUANCE BY A SUCCESSOR............................22 ARTICLE 20 COVERED EMPLOYEES.....................................22
-ii- CINERGY CORP. ANNUAL INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 25, 2002) INTRODUCTION On October 18, 1994, Cinergy Corp. adopted a short-term incentive compensation plan known as the "CINergy Corp. Annual Incentive Plan" (the "Plan") for the exclusive benefit of eligible employees of Cinergy Corp. and its subsidiaries (the "Employers"). Upon the "Effective Time of the Mergers" as defined in this document, Cinergy Corp. became the holding company for PSI Energy, Inc. and The Cincinnati Gas & Electric Company. The Plan allows the Employers to implement annual incentive compensation programs in which certain employees are granted awards payable in cash based upon the extent to which certain predetermined goals are attained during the applicable calendar year. The Plan was originally effective as of the Effective Time of the Mergers. Effective as of January 25, 2002, the Plan is re-named the "Cinergy Corp. Annual Incentive Plan" and is amended and restated in its entirety as set forth herein. ARTICLE 1 DEFINITIONS Whenever used in this document, the following terms shall have the respective meanings set forth below, unless a different meaning is plainly required by the context: 1.1 "Actual Incentive" means, with respect to each Participant, the Minimum Incentive which, when adjusted in the manner set forth in Article 7 (Annual Performance Award), constitutes the percentage applied to a Participant's Earnings as of the applicable date as determined by an Employer's Board of Directors (or with respect to each Covered Employee, the -1- AIP Committee (as defined in Article 20 (Covered Employees)) which is the actual amount of incentive compensation opportunity available for a particular Performance Period. However, a Participant's Actual Incentive may not exceed his Maximum Incentive. 1.2 "Annual Performance Award" means, with respect to each Participant, the short-term incentive compensation award to which a Participant becomes entitled upon the attainment of certain Corporate Target Goals and Individual Goals for a particular Performance Period, and which is calculated in the manner set forth in Article 7 (Annual Performance Award). 1.3 "Annual Program" means, with respect to each Employer, the annual short-term incentive compensation program adopted by that Employer's Board of Directors to implement the Plan as set forth in Article 4 (Employer's Election to Participate in Plan). 1.4 "Beneficiary" means, with respect to each Participant, the recipient designated by the Participant who is, upon the Participant's death, entitled in accordance with the Plan's terms to receive the benefits to be paid with respect to the Participant. 1.5 "Chief Executive Officer" means the Employee elected by an Employer's Board of Directors to serve as the chief executive officer of that Employer. 1.6 "Cinergy" means Cinergy Corp., a Delaware corporation, and any corporation which shall succeed to its business as described in Article 19 (Continuance by a Successor). 1.7 "Cinergy's Board of Directors" means the duly constituted board of directors of Cinergy on the applicable date. 1.8 "Cinergy's Committee" means the duly designated Compensation Committee of Cinergy's Board of Directors. 1.9 "Corporate Target Goal" means an objective performance criterion pertaining to an Employer's performance, efficiency, or profitability measured by specified levels or of growth in one or more performance criteria including, but without limitation, stock price, total -2- shareholder return, market share, sales, earnings per share, costs, operating income, net income, cash flow, fuel cost per million BTU, cost per kilowatt-hour, retained earnings, return on equity, return on assets, return on capital employed, return on invested capital, return on sales, completion of acquisitions, and other objective financial ratios used in determining whether a Participant is entitled to receive an Annual Performance Award at the end of a Performance Period. A Corporate Target Goal is considered objective if a third party having knowledge of the relevant facts could determine whether the goal is met. 1.10 "Covered Employee" shall have the meaning set forth in Paragraph 162(m)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). 1.11 "Earnings" means (a) with respect to an Exempt Employee, the amount of the Employee's total annual base salary (based on the Employee's monthly base salary received as remuneration for services performed for the Performance Period, exclusive of any allowances, premiums, bonuses, overtime, or other forms or types of compensation) for the Performance Period; provided, however, that with respect to each Covered Employee, Earnings means the Covered Employee's monthly base salary (exclusive of any allowances, premiums, bonuses, overtime, or other forms or types of compensation) determined as of the first day of the applicable Performance Period multiplied by 12, and (b) with respect to either a Non-Exempt Employee or a Union Employee, the amount of the Employee's total annual base wage (based on the Employee's hourly base rate of pay received for services performed for the Performance Period, exclusive of any allowances, premiums, bonuses, overtime, or other forms or types of compensation) for the Performance Period. Notwithstanding the preceding sentence, a Participant's "Earnings" for a Performance Period shall be increased by the amount of any nonelective contribution (other than a matching contribution) made on behalf of such Participant under the Cinergy Corp. 401(k) Excess Plan (as amended from time to time) for such -3- Performance Period but only to the extent that Cinergy's Committee (or any committee to which it has delegated such authority) specifies that such nonelective contribution will be included in "Earnings" under this Plan, which specification must be made for any Covered Employee within the time necessary to satisfy the requirements of Code Subsection 162(m). 1.12 "Effective Time of the Mergers" means "Effective Time" as defined in the Amended and Restated Agreement and Plan of Reorganization by and among The Cincinnati Gas & Electric Company, PSI Resources, Inc., PSI Energy, Inc., CINergy, and CINergy Sub, Inc., dated as of December 11, 1992, as subsequently amended and restated. 1.13 "Employee" means any person who, at any time on or after the Effective Time of the Mergers, is (a) in the employ of an Employer, (b) in the employ of an Employer, but whose time is allocated 100 percent to another Employer, or (c) in the employ of an Employer, but who is assigned full-time to another Employer. 1.14 "Employer" means Cinergy and all of its directly or indirectly held majority or greater-owned subsidiaries. 1.15 "Employer's Board of Directors" means the duly constituted board of directors of an Employer on the applicable date, or its designee. 1.16 "Exempt Employee" means an Employee who is regularly employed by his Employer for 30 or more hours per week, whose pay is customarily computed on a monthly basis, and whose employment is not subject to FLSA overtime and record keeping provisions. 1.17 "FLSA" means the Fair Labor Standards Act of 1938, as amended from time to time, and interpretive rulings and regulations. 1.18 "Incentive Factor" means the numerical variable assigned by an Employer's Board of Directors which corresponds to the extent to which a Corporate Target Goal or an Individual Goal has been met for a particular Performance Period. -4- 1.19 "Individual Goal" means an objective or subjective performance criterion pertaining to individual effort as to enhancement of either individual performance or achievement or attainment of Corporate Target Goals or other Individual Goals used in determining whether a Participant is entitled to receive an Annual Performance Award at the end of a Performance Period. An Individual Goal is considered objective if a third party having knowledge of the relevant facts could determine whether the goal is met; otherwise an Individual Goal is considered subjective. 1.20 "Maximum Incentive" means, with respect to each Participant, the percentage applied to a Participant's Earnings as of the applicable date determined by an Employer's Board of Directors to be the appropriate maximum incentive compensation opportunity for a particular Performance Period. 1.21 "Minimum Incentive" means, with respect to each Participant, the percentage applied to a Participant's Earnings as of the applicable date determined by an Employer's Board of Directors to be the appropriate minimum incentive compensation opportunity for a particular Performance Period. 1.22 "1934 Act" means the Securities Exchange Act of 1934, as amended from time to time, and interpretive rulings and regulations. 1.23 "Non-Exempt Employee" means an Employee who is regularly employed by his Employer for 30 or more hours per week, whose pay is customarily computed on an hourly, weekly, or bi-weekly basis, whose employment is subject to FLSA overtime and record keeping provisions, and who is not assigned to an employment position covered by a collective bargaining agreement to which his Employer is a party. -5- 1.24 "Nonqualified Deferred Compensation Plan" means the nonqualified deferred compensation arrangement known as the "Cinergy Corp. Nonqualified Deferred Incentive Compensation Plan," as amended from time to time, and any successor plan thereto. 1.25 "Participant" means any Exempt Employee, Non-Exempt Employee, or Union Employee selected by an Employer's Board of Directors to participate in the Employer's Annual Program pursuant to Article 6 (Eligibility). 1.26 "Performance Period" means the period of time over which performance with respect to a Corporate Target Goal or an Individual Goal is measured. Each Performance Period shall consist of a one-year period beginning on January 1 of each calendar year and ending on December 31 of the same calendar year. The term "Performance Period" shall include any performance period in effect under the "PSI Resources, Inc. Annual Incentive Plan," as amended from time to time, and the "PSI Energy, Inc. Annual Incentive Plan," as amended from time to time, as of the Effective Time of the Mergers. 1.27 "Plan" means the short-term incentive compensation plan known as the "Cinergy Corp. Annual Incentive Plan," as amended from time to time. 1.28 "Total Disability" means, with respect to any Participant, a mental or physical condition as result of an illness or injury which, in the judgment of an Employer's Board of Directors, based upon medical reports and other evidence satisfactory to the Employer's Board of Directors prevents the Participant from engaging in any gainful occupation for which the Participant is reasonably qualified by reason of education, training, or experience. 1.29 "Union Employee" means an Employee who is regularly employed by his Employer for 30 or more hours per week, whose pay is customarily computed on an hourly, weekly, or bi-weekly basis, whose employment is subject to FLSA overtime and record keeping -6- provisions, and who is assigned to an employment position covered by a collective bargaining agreement to which his Employer is a party. The uses of singular and masculine words are for practical purposes only and shall be deemed to include the plural and feminine, respectively, unless the context plainly indicates a distinction. Certain other definitions, as required, appear in the following Articles of the Plan. ARTICLE 2 EFFECTIVE DATE OF PLAN The Plan's provisions, as amended and restated as set forth in this document, are effective as of January 25, 2002 and shall be applicable only to Annual Programs adopted on or after such date for Performance Periods commencing on or after January 1, 2002. The provisions of the Plan as in effect on January 24, 2002 shall be effective for all other Annual Programs. ARTICLE 3 PURPOSE OF PLAN The Plan's purposes are to benefit Employers, shareholders, and ratepayers by the accomplishment of specific challenging and demanding corporate or personalized goals, enhancement of teamwork, motivation, high achievement, and the attraction and retention of qualified Employees. Upon the accomplishment of these corporate or personalized goals, the Plan provides a reward for performance and maximum effort by Employees who contribute to an Employer's success. The Plan is an annual incentive compensation plan in which an Exempt Employee, a Non-Exempt Employee, or a Union Employee who is selected to participate in an Employer's Annual Program under the Plan is granted an award payable in cash, but only to the extent that certain predetermined goals are attained during the applicable calendar year used to measure performance. -7- ARTICLE 4 EMPLOYER'S ELECTION TO PARTICIPATE IN PLAN Each Employer, by action of the Employer's Board of Directors, may elect to participate in the Plan by adopting an Annual Program. Each Employer's Annual Program shall consist of Corporate Target Goals, Individual Goals, Actual Incentives, Incentive Factors, Maximum Incentives, and Minimum Incentives which will further the Employer's business objectives consistent with the Plan's purposes. An Employer's Annual Program may be based solely on Corporate Target Goals, Individual Goals, or a combination of both Corporate Target Goals and Individual Goals. The determinations made by an Employer's Board of Directors under this Article shall be subject to approval by Cinergy's Committee before any Annual Performance Awards are made. ARTICLE 5 EFFECT OF PLAN ON OTHER PLANS At the Effective Time of the Mergers, the short-term incentive compensation plans for PSI Energy, Inc. and PSI Resources, Inc. known respectively as the "PSI Energy, Inc. Annual Incentive Plan" adopted effective January 1, 1987, as amended from time to time, and the "PSI Resources, Inc. Annual Incentive Plan" adopted effective as of January 1, 1991, were merged into the Plan and entitlement to any awards shall be administered in accordance with the Plan. In addition, employees of The Cincinnati Gas & Electric Company as of the Effective Time of the Mergers were eligible to participate on a prorated basis in the Performance Period in effect at the Effective Time of the Mergers; provided, however, that any such employee satisfied the eligibility requirements of Article 6 (Eligibility). -8- ARTICLE 6 ELIGIBILITY (a) The group of Employees eligible to participate in the Plan shall consist of Exempt Employees, Non-Exempt Employees, and Union Employees who have the potential to contribute to an Employer's future success. (b) From time to time, the Chief Executive Officer of an Employer may recommend to the Employer's Board of Directors that any eligible Employee (other than a Covered Employee) participate in an Annual Program under the Plan. After reviewing the recommendations, and after considering the duties of each recommended Employee, his present and potential contribution to the Employer's success, his other compensation provided by his Employer, and any other factors as it deems relevant, the Employer's Board of Directors shall select those Employees who will participate in its Annual Program under the Plan. Notwithstanding the foregoing, the AIP Committee (as defined in Article 20 (Covered Employees)) shall select those Covered Employees who will participate in the Plan. When an eligible Employee becomes a Participant in an Employer's Annual Program under the Plan at other than the beginning of a Performance Period, the amount of any Annual Performance Award to which he may become entitled shall be adjusted to reflect his actual time of service as a Participant during the Performance Period. (c) The determinations made by an Employer's Board of Directors under this Article shall be subject to approval by Cinergy's Committee before any Annual Performance Awards are made. -9- ARTICLE 7 ANNUAL PERFORMANCE AWARD The Annual Performance Award, with respect to each Participant, for each Performance Period shall be calculated as follows: (a) The appropriate weight for achieving a particular Corporate Target Goal shall be determined by multiplying the Incentive Factor attributable to the extent to which the particular Corporate Target Goal has been met for the Performance Period times the weight (expressed as a percentage) assigned to that Corporate Target Goal. If there are two or more Corporate Target Goals for a particular Performance Period, then the weight for achieving each Corporate Target Goal shall be calculated in the manner set forth in the immediately preceding sentence; (b) The appropriate weight for achieving a particular Individual Goal shall be determined by multiplying the Incentive Factor attributable to the extent to which the particular Individual Goal has been met for the Performance Period times the weight (expressed as a percentage) assigned to that Individual Goal. If there are two or more Individual Goals for a particular Performance Period, then the weight for achieving each Individual Goal shall be calculated in the manner set forth in the immediately preceding sentence; (c) After the weight for achieving each Corporate Target Goal and Individual Goal for the particular Performance Period has been calculated in the manner set forth in Paragraphs (a) and (b), the resulting percentages shall be added and the total sum shall be multiplied by the Participant's Minimum Incentive in order to determine the Participant's Actual Incentive; and -10- (d) The Participant's Actual Incentive shall then be multiplied by the Participant's Earnings for the applicable Performance Period. The resulting number, expressed in terms of the nearest whole dollar, is the Participant's Annual Performance Award. (e) An Employer's Board of Directors may enhance a Participant's Annual Performance Award above the maximum level otherwise compensable in recognition of exemplary performance or achievement as to subjective Individual Goals. Except where such action would result in the loss of the otherwise available exemption of the award under Code Subsection 162(m), if the Committee determines that a change in the business operation, corporate structure or capital structure of an Employer, or the manner in which it conducts its business, or other events or circumstances render the Corporate Target Goals or Individual Goals to be unsuitable, the Committee may modify such goals, in whole or in part, as the Committee deems appropriate or equitable. ARTICLE 8 CORPORATE TARGET GOALS AND INDIVIDUAL GOALS (a) The Corporate Target Goal for each Employer's Performance Period, which Corporate Target Goal shall be applicable to all Participants, shall be determined by the Employer's Board of Directors. When there is more than one Corporate Target Goal for a particular Performance Period, the Employer's Board of Directors may, but is not required to, assign each goal equal weight and the Employer's Board of Directors may, but is not required to, condition the entitlement to an Annual Performance Award upon the attainment of one or more Corporate Target Goals. (b) The Employer's Board of Directors may, but is not required to, establish one or more Individual Goals for a Participant for each Performance Period. When there is more than -11- one Individual Goal for a Participant for a particular Performance Period, the Employer's Board of Directors may, but is not required to, assign each goal equal weight. (c) The determinations made by an Employer's Board of Directors under this Article shall be subject to approval by Cinergy's Committee before any Annual Performance Awards are made. ARTICLE 9 DISTRIBUTION After the determination and approval have been made under Article 7 (Annual Performance Award) as to the amount of Annual Performance Award to which a Participant is entitled at the end of an Employer's Performance Period, the resulting Annual Performance Award shall be paid to the Participant in cash in one lump sum on or before the first business day of March following the end of the Performance Period for which the Annual Performance Award was made unless the Participant has previously elected in writing to defer the receipt of all or a portion of the award in accordance with the provisions of the Cinergy Nonqualified Deferred Compensation Plan. ARTICLE 10 CONDITIONS TO ANNUAL PERFORMANCE AWARDS 10.1 GOVERNMENT REGULATIONS The Plan shall be subject to all applicable laws, rules, and regulations and to all approvals by any governmental agencies as may be required and is designed to comply with Code Subsection 162(m). 10.2 CONTINUED EMPLOYMENT A Participant whose employment with his Employer terminates by reason of a quit, resignation, or discharge prior to the end of the particular Performance Period shall be -12- automatically divested of any interest in or to any Annual Performance Award for that Performance Period. If a Participant who has quit, resigned, or who has been discharged is re-employed by his Employer prior to the end of the Performance Period in which the quit, resignation, or discharge occurred, the Employee shall be reinstated as a Participant for that Performance Period, but any Annual Performance Award shall be adjusted to reflect the actual time of service of the re-employed Participant during the Performance Period. (a) A Participant whose employment with his Employer terminates by reason of retirement or death prior to the end of the particular Performance Period shall not necessarily be totally divested of his interest in or to any Annual Performance Award for that Performance Period. Instead, a determination shall be made by the Employer's Board of Directors with respect to the retired or deceased Participant as to the amount of the Annual Performance Award to which he would have been entitled had he been a Participant on the last day of the applicable Performance Period as though the retirement or death had not occurred. However, any determination shall be adjusted to reflect the actual time of service of the retired or deceased Participant during the Performance Period prior to the effective date of his retirement or the date of his death. (b) A Participant who during an applicable Performance Period has incurred Total Disability shall not be totally divested of his interest in or to any Annual Performance Award for that Performance Period. Instead, a determination shall be made by the Employer's Board of Directors with respect to the totally disabled Participant as to the amount of the Annual Performance Award to which he would have been entitled had he not been totally disabled during the applicable Performance Period. However, any determination shall be adjusted to reflect the actual time of service of the totally disabled Participant during the Performance Period. -13- (c) If a Participant is demoted or his job responsibilities are changed during a Performance Period, the Employer's Board of Directors may make adjustments to any Annual Performance Award for that Performance Period that it, in its sole discretion, deems appropriate. (d) The determinations made by an Employer's Board of Directors under this Article shall be subject to approval by Cinergy's Committee before any Annual Performance Award is made. ARTICLE 11 BENEFICIARY If a Participant dies prior to the date on which an Annual Performance Award, or any installment thereof, is distributed, the Annual Performance Award shall be paid to the highest priority person or persons surviving at the time distribution is actually paid or commences. Distribution priorities are as follows: (a) The Participant's Beneficiary designated under the Participant's last will and testament; (b) The Participant's Beneficiary designated under his Employer's group term life insurance plan; (c) The Participant's surviving spouse; (d) The Participant's surviving children, including adopted children; (e) The Participant's surviving parents; (f) The Participant's surviving brothers and sisters; or (g) The Participant's estate. Distribution of the Annual Performance Award to a Beneficiary shall be made on the same date or dates as the Annual Performance Award would have been made to the Participant as if then living. -14- ARTICLE 12 NON-ALIENATION OF BENEFITS The Plan shall not in any manner be liable for, or subject to, the debts or liabilities of any Participant or Beneficiary. No payee may assign any payment due him under the Plan. No benefits at any time payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, attachment, garnishment, levy, execution, or other legal or equitable process, or encumbrance of any kind. ARTICLE 13 FUNDING POLICY AND METHOD The Plan shall be totally unfunded so that Cinergy or any Employer is under merely a contractual duty to make payments when due under the Plan. No benefit or promise to pay shall be secured in any way. ARTICLE 14 CHANGE IN CONTROL Notwithstanding anything in the Plan to the contrary, if a Change in Control of Cinergy occurs, each Corporate Target Goal and Individual Goal of each Employer's Annual Program shall be deemed to have been fully satisfied at the Maximum Incentive level and each Participant who is employed by an Employer at the time of the Change in Control shall be entitled to receive an Annual Performance Award in the same manner as though the Maximum Incentive level had been obtained for the full Performance Period. In the event that a Change in Control occurs prior to the time that an Employer has adopted an Annual Program for such year, then each Participant who is employed by that Employer at the time of the Change in Control shall be entitled to receive an Annual Performance Award in the same manner as though the prior year's Annual Program were in effect and the Maximum Incentive level had been obtained for the full -15- Performance Period. Any Annual Performance Award due to a Participant under this Article shall be paid to the Participant in cash in one lump sum within thirty (30) days following the Change in Control. A "Change in Control" of Cinergy shall be deemed to have occurred if any of the following events occur: (1) Any Person is or becomes the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of Cinergy (not including in the securities beneficially owned by such Person any securities acquired directly from Cinergy or its affiliates) representing more than twenty percent (20%) of the combined voting power of Cinergy's then outstanding securities, excluding any Person who becomes such a beneficial owner in connection with a transaction described in clause (i) of paragraph (2) below; or (2) There is consummated a merger or consolidation of Cinergy or any direct or indirect subsidiary of Cinergy with any other corporation, partnership or other entity, other than (i) a merger or consolidation that would result in the voting securities of Cinergy outstanding immediately prior to that merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least sixty percent (60%) of the combined voting power of the securities of Cinergy or the surviving entity or its parent outstanding immediately after the merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of Cinergy (or similar transaction) in which no Person is or becomes the beneficial -16- owner, directly or indirectly, of securities of Cinergy (not including in the securities beneficially owned by such a Person any securities acquired directly from Cinergy or its affiliates other than in connection with the acquisition by Cinergy or its affiliates of a business) representing twenty percent (20%) or more of the combined voting power of Cinergy's then outstanding securities; or (3) During any period of two (2) consecutive years, individuals who at the beginning of that period constitute Cinergy's Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Cinergy) whose appointment or election by Cinergy's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of that period or whose appointment, election, or nomination for election was previously so approved or recommended cease for any reason to constitute a majority of Cinergy's Board of Directors; or (4) The stockholders of Cinergy approve a plan of complete liquidation or dissolution of Cinergy or there is consummated a sale or disposition by Cinergy of all or substantially all of Cinergy's assets, other than a sale or disposition by Cinergy of all or substantially all of Cinergy's assets to an entity, at least sixty percent (60%) of the combined voting power of the voting securities of which are owned by stockholders of Cinergy in -17- substantially the same proportions as their ownership of Cinergy immediately prior to the sale. For purposes of this Article, "Person" has the meaning set forth in paragraph 3(a)(9) of the 1934 Act, as modified and used in subsections 13(d) and 14(d) of the 1934 Act; however, a Person will not include the following: (1) Cinergy or any of its subsidiaries or affiliates; (2) a trustee or other fiduciary holding securities under an employee benefit plan of Cinergy or any of its subsidiaries or affiliates; (3) an underwriter temporarily holding securities pursuant to an offering of those securities; or (4) a corporation owned, directly or indirectly, by the stockholders of Cinergy in substantially the same proportions as their ownership of stock of Cinergy. Notwithstanding the provisions of Article 18 (Amendment and Termination), the provisions of this Article may not be amended by an amendment to the Plan effected within three years following a Change in Control. -18- ARTICLE 15 ADMINISTRATION (a) The Plan shall be administered by Cinergy's Committee which shall consist of members of Cinergy's Board of Directors who are disinterested persons under Rule 16b-3 promulgated under the 1934 Act and successor rules and, with respect to Covered Employees, outside directors under Code Subsection 162(m). Cinergy's Committee is authorized to establish all rules and regulations and to appoint any agents as it deems appropriate for the Plan's proper administration and to make any determinations under and to take any steps in connection with the Plan for the benefits provided under the Plan as it deems necessary or advisable. Cinergy's Committee may require an Employer to enter into agreements with each Participant as it deems appropriate to reflect each Participant's interests under the Plan. (b) Cinergy's Committee shall have exclusive discretionary authority and right to approve eligibility for participation in the Plan and to interpret, construe, and regulate the Plan. The decision of Cinergy's Committee with respect to any questions arising as to the Employees selected to participate in the Plan, the amount and time of payment of benefits under the Plan or any other matters concerning the Plan, including its interpretation, construction, or regulation, shall be final, conclusive and binding on the Employers, the Employers' Boards of Directors, Employees, Participants, and Beneficiaries. -19- ARTICLE 16 MISCELLANEOUS 16.1 NO ENLARGEMENT OF EMPLOYEE BENEFITS This Plan is strictly a voluntary undertaking on the part of the Employers and shall not be deemed to constitute a contract between the Employers and any Employee or to be consideration for, or an inducement to, or a condition of, the employment of any Employee. Nothing contained in the Plan shall be deemed to give any Employee the right to be retained in the service of any Employer or to interfere with the right of any Employer to discharge any Employee at any time. No Employee shall have any right to benefits except to the extent provided in the Plan. Nothing contained in the Plan shall be deemed to give any Employee a continued entitlement to receive an Annual Performance Award for any Performance Period. Any award under this Plan shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of an Employer unless otherwise provided by that plan, and shall not affect any benefits under any other Employer benefit plan of any kind currently or subsequently in effect under which the availability or amount of benefits is related to the level of compensation. 16.2 NOTICE OF ADDRESS Each Participant and Beneficiary entitled to benefits under the Plan must file with Cinergy's Committee, in writing, his post office address and each change of post office address. Any communication, statement, or notice addressed to a person at his latest post office address as filed with Cinergy's Committee will, upon deposit in the United States mail with postage prepaid, be binding upon that person for all purposes of the Plan. -20- 16.3 NO INDIVIDUAL LIABILITY It is the Plan's express purpose and intention that, except as otherwise required by law, no individual liability whatever shall attach to, or be incurred by, any Employer, its shareholders, officers, employees, or members of the board of directors of any Employer, under or by reason of any of the Plan's terms or conditions. Each Participant shall be legally bound by the Plan's provisions. 16.4 DELEGATION OF ADMINISTRATIVE DUTIES Administrative duties imposed by this Plan may be delegated by Cinergy's Committee to an Employee of any Employer charged with those duties to the extent not inconsistent with the provisions of Code Subsection 162(m). 16.5 GOVERNING LAWS The Plan shall be construed and administered according to the laws of the State of Delaware to the extent that those laws are not preempted by the laws of the United States of America. 16.6 RISK OF PARTICIPATION Nothing contained in the Plan shall be construed as an agreement by the Plan or any Employer, its shareholders, officers, employees, or members of the board of directors of any Employer, to indemnify anyone for any losses, damages, costs and/or expenses resulting from participation in the Plan. 16.7 HEADINGS The headings of articles, sections, subsections, paragraphs or other parts of the Plan are for convenience of reference only and do not define, limit, construe or otherwise affect the contents of the Plan. -21- ARTICLE 17 CONTRIBUTIONS No contributions to the Plan by Participants shall be required or permitted under the Plan. ARTICLE 18 AMENDMENT AND TERMINATION Cinergy, by resolution duly adopted by Cinergy's Board of Directors, shall have the right, authority, and power to alter, amend, modify, revoke, or terminate the Plan at any time, and Cinergy, by resolution of Cinergy's Board of Directors, shall also have the right, authority, and power to discontinue or suspend the payment of benefits under the Plan. ARTICLE 19 CONTINUANCE BY A SUCCESSOR If Cinergy is reorganized by way of merger, consolidation, transfer of assets or otherwise, so that another corporation, partnership or person shall succeed to all or substantially all of Cinergy's business, the successor may be substituted for Cinergy under the Plan by adopting the Plan. ARTICLE 20 COVERED EMPLOYEES Notwithstanding any provision of the Plan to the contrary, this Article will govern the terms of the Annual Performance Awards granted to Covered Employees. This Article is designed to comply with Code Subsection 162(m) to the extent applicable. All provisions in this Article, and any other applicable provision of the Plan shall be construed in a manner to so comply. (a) With respect to Covered Employees, the Plan shall be administered by a committee (the "AIP Committee") consisting of two or more persons each of whom is an -22- "outside director" for purposes of Code Subsection 162(m). The AIP Committee and Cinergy's Committee may be the same Committee provided that the membership to Cinergy's Committee satisfies the conditions set forth in the preceding sentence. (b) With respect to Participants who are Covered Employees, the AIP Committee shall establish the Corporate Target Goals and Individual Goals for each Performance Period within the time necessary to satisfy the requirements of Code Subsection 162(m). Corporate Target Goals shall be based on objective performance criteria pertaining to an Employer's performance, efficiency, or profitability measured by specified levels or of growth in one or more of the following business criteria as the AIP Committee may determine: stock price, total shareholder return, market share, sales, earnings per share, costs, operating income, net income, cash flow, fuel cost per million BTU, costs per kilowatt hour, retained earnings, return on equity, return on assets, return on capital employed, return on invested capital, return on sales, and completion of acquisitions; provided, that all such Corporate Target Goals shall satisfy the requirements for "performance-based compensation" within the meaning of Paragraph 162(m)(4) of the Code. Individual Goals shall be based on the objective business criteria underlying the Corporate Target Goals and shall pertain to a Covered Employee's individual effort as to achievement or attainment of the Corporate Target Goals or shall relate to one or more of the following business criteria: litigation, human resources, information services, production, inventory, support services, site development, plant development, building development, facility development, government relations, product market share, or management (or, with respect to separate awards under the Plan not intended to satisfy the requirements for "performance-based compensation" within the meaning of Paragraph 162(m)(4) of the Code, subjective performance criteria pertaining to a Covered Employee's individual effort as to enhancement of either individual performance or achievement or attainment of an Employer's performance, efficiency -23- or profitability). Except where such action would result in the loss of the otherwise available exemption of the award under Code Subsection 162(m), when establishing the Corporate Target Goals and Individual Goals, the AIP Committee may include or exclude the impact of specified objective events, including, but without limitation, weather conditions; effects of accounting changes; effects of currency fluctuations; effects of financing activities (e.g., the effect on earnings per share of issuing convertible debt securities); expenses for restructuring or productivity initiatives; non-operating items; acquisition expenses; effects of divestitures; and any other items of gain, loss or expense that are determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principle all as determined in accordance with generally accepted accounting principles. No provision of this Article shall preclude the AIP Committee from exercising negative discretion with respect to any Annual Performance Award granted to a Covered Employee hereunder (i.e., to reduce or eliminate the Annual Performance Award payable) within the meaning of Code Subsection 162(m). (c) In the case of Participants who are Covered Employees as of the end of the Performance Period, unless otherwise designated as separate awards based on subjective performance criteria, payments shall be made only after achievement of the applicable performance goals has been certified by the AIP Committee. In no event shall payment in respect of Annual Performance Awards based on Corporate Target Goals and objective Individual Goals granted for a Performance Period be made to a Participant who is a Covered Employee as of the end of a Performance Period in an amount that exceeds $5,000,000. (d) Notwithstanding any provision of this Plan to the contrary, payments of any Annual Performance Awards under the Plan to Covered Employees for Performance Periods commencing on or after January 1, 2002 shall be contingent upon the affirmative vote of the -24- shareholders of at least a majority of the votes cast (including abstentions to the extent abstentions are counted as voting under applicable state law) at the annual meeting of shareholders held in 2002. Unless and until such shareholder approval is obtained, no Annual Performance Awards for Performance Periods commencing on or after January 1, 2002 shall be paid to any Covered Employee pursuant to this Plan. IN WITNESS WHEREOF, Cinergy Corp. has caused this master plan document to be executed and approved by its duly authorized officers effective as of January 25, 2002. CINERGY CORP. BY: ------------------------------------ JAMES E . ROGERS Chairman, President and Chief Executive Officer And BY: ------------------------------------ -25-
EX-10.QQ 6 a2071671zex-10_qq.txt AMEND. TO CINERGY LONG-TERM INCENTIVE COMP. PLAN CINERGY CORP. 1996 LONG-TERM INCENTIVE COMPENSATION PLAN (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 25, 2002) INTRODUCTION On January 25, 1996, Cinergy Corp. adopted, subject to shareholder approval, a long-term incentive compensation plan known as the "Cinergy Corp. 1996 Long-Term Incentive Compensation Plan" (the "Plan") for the exclusive benefit of eligible employees of Cinergy Corp. and its subsidiaries. The plan is a stock and cash-based plan under which certain eligible employees of Cinergy Corp. and its subsidiaries may be granted awards payable in either common stock of Cinergy Corp. or cash. Awards may consist of grants of incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, stock options that do not constitute incentive stock options, cash amounts in connection with certain options that do not constitute incentive stock options, stock appreciation rights, restricted stock, performance awards payable in cash or shares of common stock, dividend equivalents, or other stock-based awards. The Plan, originally effective as of June 1, 1996, is hereby amended and restated in its entirety effective as of January 25, 2002 as set forth herein, subject to shareholder approval within 12 months after such date. ARTICLE 1 DEFINITIONS Whenever used in this document, the following terms shall have the respective meanings set forth below, unless a different meaning is plainly required by the context: 1.1 "Award" means an Option (which may be designated as an ISO or an NSO), a Stock Appreciation Right (which may be designated as a Freestanding SAR or a Tandem SAR), -1- Restricted Stock, Performance Shares, Performance Awards, Dividend Equivalents, Other Stock-Based Awards, or any other right or interest relating to Common Stock or cash, granted to a Participant under the Plan. Each Award shall be evidenced by an Award Agreement. 1.2 "Award Agreement" means a written or electronic agreement, in a form approved by the Committee, which sets forth the terms and conditions of an Award. An Award Agreement shall be subject to the express terms and conditions set forth in the Plan, and to other terms and conditions not inconsistent with the Plan as the Committee shall deem appropriate. 1.3 "Chief Executive Officer" means the Employee elected by Cinergy's Board of Directors to serve as the chief executive officer of Cinergy. 1.4 "Cinergy" means Cinergy Corp., a Delaware corporation, and any corporation which shall succeed to its business as described in Article 22 (Continuance by a Successor). 1.5 "Cinergy's Board of Directors" means the duly constituted board of directors of Cinergy on the applicable date. 1.6 "Code" means the Internal Revenue Code of 1986, as amended from time to time, and interpretive rulings and regulations. 1.7 "Committee" means the duly designated Compensation Committee of Cinergy's Board of Directors. 1.8 "Common Stock" means any authorized share of ownership of Cinergy represented by a common stock certificate, with par value of $.01 per share, or any other appropriate instrument evidencing the same. 1.9 "Covered Employee" shall have the meaning set forth in Code Paragraph 162(m)(3). 1.10 "Date of Grant" means the date specified by the Committee pursuant to Section 4.1 (Committee as Administrator) on which a grant of an Award shall become effective, -2- which shall not be earlier than the date on which the Committee takes action with respect to that grant. 1.11 "Dividend Equivalent" means an Award that confers upon the Participant a right to receive cash, Common Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Common Stock. 1.12 "Employee" means any person in the employ of an Employer. 1.13 "Employer" means Cinergy and all of its directly or indirectly held majority or greater owned subsidiaries, except that for purposes of determining whether any person may be a Participant for purposes of any grant of ISOs, "subsidiary" means any corporation in which at the time Cinergy owns or controls, directly or indirectly, more than 50 percent of the total combined voting power represented by all classes of stock issued by such corporation. 1.14 "Fair Market Value" means, as of any particular date with respect to a share of Common Stock, the average of the high and low sales prices of a share of Common Stock on such date, or on the preceding trading day if that date was not a trading date, as reported by the "NYSE-Composite Transactions" published in THE WALL STREET JOURNAL. 1.15 "Freestanding SAR" means a right, granted pursuant to this Plan without reference or relationship to any Option, of a Participant to receive cash, shares of Common Stock, or a combination thereof, as the case may be, having an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise of the SAR over the Fair Market Value of one share of Common Stock on the Date of Grant of the SAR. 1.16 "ISO" means an incentive stock option within the meaning of Code Section 422. 1.17 "1934 Act" means the Securities Exchange Act of 1934, as amended from time to time, and interpretive rulings and regulations. -3- 1.18 "Non-Employee Director" means a member of Cinergy's Board of Directors who is not an Employee. Notwithstanding the fact that a Non-Employee Director is not an Employee, his or her service as a member of Cinergy's Board of Directors shall be considered for purposes of this Plan as service for an Employer. 1.19 "NSO" means a stock option that does not constitute an incentive stock option within the meaning of Code Section 422. 1.20 "Option" means an ISO and/or an NSO as the context requires. 1.21 "Optionee" means any Participant who has been granted an Option or Stock Appreciation Right by the Committee pursuant to the Plan. 1.22 "Option Price" means, with respect to each share of Common Stock subject to an Option, the price fixed by the Committee at which the share may be purchased pursuant to the exercise of the Option. 1.23 "Other Stock-Based Award" means an Award other than an Option, Performance Share, Performance Award, Dividend Equivalent, Restricted Stock or SAR that is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Common Stock. 1.24 "Participant" means a person who is selected by the Committee to receive benefits under this Plan in accordance with Section 5.1 (Group of Eligible Participants). 1.25 "Performance Awards" means an Award conferring the right, contingent upon attainment of Performance Measures within a Performance Period, to receive (a) a specified dollar amount or, in lieu of all or any portion of such amount, (b) shares of Common Stock having the same Fair Market Value or (c) a specified number of shares of Restricted Stock. 1.26 "Performance Measures" means (1) in the case of Dividend Equivalents, Performance Shares or Performance Awards, those criteria and objectives determined by the -4- Committee the attainment of which during the applicable Performance Period would be a pre-condition to settlement of the Award, and (2) in the case of Restricted Stock, those Committee-determined criteria and objectives (if any) which, if not met during the applicable Restriction Period, would cause a forfeiture of the Award and/or which, if met during the otherwise applicable Restriction Period, would cause an early termination of the Restriction Period. The Performance Measures applicable to any Award to a Participant who is, or is determined by the Committee to be likely to become, a Covered Employee shall be established in writing not later than 90 days after the commencement of the Performance Period, or such other time as may be prescribed by Code Subsection 162(m), and shall be limited to criteria and objectives related to (1) an Employer's performance, efficiency, or profitability measured by specified levels or of growth in one or more of the following business criteria as the Committee may determine: stock price, total shareholder return, market share, sales, earnings per share, costs, operating income, net income, cash flow, fuel cost per million BTU, costs per kilowatt hour, retained earnings, return on equity, return on assets, return on capital employed, return on invested capital, return on sales, and completion of acquisitions; provided, that all such criteria and objectives shall satisfy the requirements for "performance-based compensation" within the meaning of Paragraph 162(m)(4) of the Code; and/or (2) individual goals which are based on the objective business criteria underlying the goals listed in (1) above and pertain to a Covered Employee's individual effort as to achievement or attainment of the business criteria listed in (1) above or one or more of the following business criteria: litigation, human resources, information services, production, inventory, support services, site development, plant development, building development, facility development, government relations, product market share, or management (or, with respect to separate awards under the Plan not intended to satisfy the requirements for "performance-based compensation" within the meaning of Paragraph 162(m)(4) of the Code, subjective performance -5- criteria pertaining to a Covered Employee's individual effort as to enhancement of either individual performance or achievement or attainment of an Employer's performance, efficiency or profitability). Except in the case of a Covered Employee where such action would result in the loss of the otherwise available exemption of the Award under Code Subsection 162(m), when establishing Performance Measures, the Committee may include or exclude the impact of specified objective events, including, but without limitation, weather conditions; effects of accounting changes; effects of currency fluctuations; effects of financing activities (e.g., the effect on earnings per share of issuing convertible debt securities); expenses for restructuring or productivity initiatives; non-operating items; acquisition expenses; effects of divestitures; and any other items of gain, loss or expense that are determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principle all as determined in accordance with generally accepted accounting principles. The Committee may impose any other subjective or objective criteria it may approve from time to time for the purpose of reducing the amount otherwise payable upon settlement of Dividend Equivalents, Performance Shares or Performance Awards or for the purpose of increasing the number of shares of Restricted Stock that would otherwise be forfeited during the applicable Restriction Period. Except in the case of a Covered Employee where such action would result in the loss of the otherwise available exemption of the Award under Code Subsection 162(m), if the Committee determines that a change in the business, operation, corporate structure or capital structure of Cinergy, or the manner in which it conducts its business, or other events or circumstances render the Performance Measures to be unsuitable, the Committee may modify the Performance Measures, in whole or in part, as the Committee deems appropriate and equitable. -6- 1.27 "Performance Period" means the period designated by the Committee during which the Performance Measures applicable to Performance Shares or Performance Awards shall be measured. The Performance Period shall be established on the Date of Grant of the Performance Shares or Performance Awards. The duration of Performance Periods may vary, but shall not be less than one year in duration. 1.28 "Performance Shares" means the right, contingent upon attainment of Performance Measures within a Performance Period, to receive a specified number of shares of Common Stock, which may be in the form of Restricted Stock, or, in lieu of all or any portion of those shares, their Fair Market Value in cash. 1.29 "Plan" means the long-term incentive compensation plan known as the "Cinergy Corp. 1996 Long-Term Incentive Compensation Plan", as amended from time to time. Effective as of January 25, 2002, and subject to shareholder approval within 12 months after such date, this document sets forth the Plan. 1.30 "Restriction Period" means the period designated by the Committee during which Restricted Stock shall be subject to a substantial risk of forfeiture and may not be sold, exchanged, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, except as otherwise provided in the Plan. 1.31 "Restricted Stock" means any shares of Common Stock issued pursuant to the Plan subject to a substantial risk of forfeiture pursuant to Code Section 83 and to the restriction that they may not be sold, exchanged, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, except as otherwise provided in the Plan, prior to termination of a Restriction Period. The restrictions may or may not be performance-based as deemed appropriate by the Committee. Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes. -7- 1.32 "Stock Appreciation Right" or "SAR" means any Freestanding SAR or Tandem SAR as the context requires. 1.33 "Tandem SAR" means a right, granted under this Plan, pursuant to which a holder may elect to surrender an Option, or any portion thereof, that is then exercisable, and receive in exchange therefor shares of Common Stock, cash, or a combination thereof, as the case may be, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock at the time of exercise over the per share Exercise Price specified in the Option, multiplied by the number of shares of Common Stock covered by the Option, or portion thereof, that is so surrendered. The use of singular words is for practical purposes only and shall be deemed to include the plural unless the context plainly indicates a distinction. Certain other definitions, as required, appear in the following Articles of the Plan. ARTICLE 2 EFFECTIVE DATE OF PLAN The Plan's provisions, as set forth in this document, are effective as of January 25, 2002 subject to shareholder approval within 12 months after such date. Awards granted on or after January 25, 2002 are subject to the terms of the Plan as amended and restated herein and Awards granted prior to that date are subject to the terms of the Plan effective immediately prior to January 25, 2002. With respect to Performance Awards and Performance Shares granted on or after January 25, 2002 to Covered Employees, no payment in connection with such award shall be made prior to the approval of the shareholders of at least a majority of the votes cast (including abstentions to the extent abstentions are counted as voting under applicable state law) at the annual meeting of shareholders held in 2002. -8- ARTICLE 3 PURPOSE OF PLAN The Plan's purposes are to benefit shareholders of Cinergy by encouraging and enabling the acquisition of a proprietary interest, or to increase the proprietary interest, in Cinergy by officers and other Participants, and to aid in attracting and retaining qualified employees and directors, to provide long-term incentives for sustained high levels of performance by those persons, and to strengthen their desire to remain in the employ or service of their Employer. ARTICLE 4 ADMINISTRATION 4.1 COMMITTEE AS ADMINISTRATOR. The Plan shall be administered by the Committee which shall be comprised of not fewer than two members of Cinergy's Board of Directors. Members of the Committee shall be members of Cinergy's Board of Directors who are non-employee directors under Rule 16b-3 promulgated under the 1934 Act and successor rules ("Rule 16b-3") and, with respect to Covered Employees, outside directors under Code Subsection 162(m). Subject to the Plan's terms, the Committee shall have the exclusive authority to grant Awards to Participants under the Plan, to select the Participants to receive Awards, to determine the type, size and terms of the Awards to be made to each Participant selected, to determine the time when Awards to Participants will be granted, and to prescribe the form of the Award Agreements embodying Awards made under the Plan. The provisions and conditions of the grants of Awards, which shall be set forth in Award Agreements, need not be the same with respect to each Participant selected or with respect to each Award. Notwithstanding the foregoing, the Plan shall be administered by Cinergy's Board of Directors with respect to any Award granted to a Non-Employee Director. -9- 4.2 COMMITTEE AUTHORITY. Unless otherwise determined by Cinergy's Board of Directors, the Committee is authorized to establish any rules and regulations and appoint any agent as it deems appropriate for the Plan's proper administration and to make any determinations under and to take any steps in connection with the Plan as it deems necessary or advisable. Each determination or other action made or taken pursuant to the Plan, including interpretation of the Plan and the specific conditions and provisions of the Awards granted under the Plan by the Committee shall be final and conclusive for all purposes and upon all persons including, without limitation, each Employer and each Employer's board of directors, and the affected Participant, beneficiary, legal representative, and any other interested parties. ARTICLE 5 ELIGIBILITY 5.1 GROUP OF ELIGIBLE PARTICIPANTS. The group of Participants eligible to receive Awards shall consist of all Employees who are officers of an Employer, Employees who are employed in a significant executive, supervisory, administrative, operational, or professional capacity by an Employer, Employees who have the potential to contribute to the future success of an Employer, including, without limitation, Employees designated by Cinergy or an Employer as participants in an Employer's short-term incentive compensation plan and Non-Employee Directors. Notwithstanding the foregoing, no Employee owning (after application of the ownership rules in Code Subsection 424(d)) shares of stock possessing more than ten percent of the total combined voting power of all classes of stock of an Employer or of its parent or subsidiary may be granted an ISO under the Plan unless at the time the ISO is granted the Option Price is at least 110 percent of the Fair Market Value of the stock subject to the ISO and the ISO by its terms is not exercisable after the expiration of five years from the date the ISO is granted. -10- 5.2 DESIGNATION BY COMMITTEE OR BOARD. From time to time, Cinergy's Chief Executive Officer may recommend to the Committee the granting of Awards to any eligible Participant. After reviewing the recommendations, and after considering the duties of each recommended Participant, his or her present and potential contribution to the success of his or her Employer, his or her other compensation provided by his or her Employer and any other factors as it deems relevant, the Committee or Cinergy's Board of Directors shall determine whether to grant Awards to the recommended Participant. ARTICLE 6 STOCK 6.1 STOCK SUBJECT TO THE PLAN. The stock to be issued, transferred and/or sold under the Plan shall be shares of Common Stock. Cinergy may use either authorized and unissued shares of Common Stock or treasury shares of Common Stock acquired on the open market, in private transactions or otherwise, or issued and outstanding shares acquired by or on behalf of Cinergy in the name of an Award recipient (or permissible successor thereof) for purposes of granting or settling an Award, or a combination of the foregoing. Subject to adjustment as provided in Article 7 (Adjustment in the Number of Shares and in Option Price), the aggregate maximum number of shares that may be (i) issued or transferred upon the exercise of Options or SARs, (ii) awarded as Restricted Stock and released from substantial risk of forfeiture thereof, (iii) issued or transferred as Dividend Equivalents, and (iv) issued or transferred in payment of Performance Shares, Performance Awards or Other Stock-Based Awards that have been earned is _________; provided, however, that with respect to ISOs, any adjustment shall be made in accordance with Code Section 424. -11- 6.2 LIMITATION ON GRANTS. (a) Upon the full or partial payment of any Option Price by the transfer to Cinergy of Common Stock or upon satisfaction of tax withholding obligations in connection with any Option exercise or any other payment made or benefit realized under the Plan by the transfer or relinquishment of Common Stock, there shall be deemed to have been issued or transferred under the Plan only the net number of shares of Common Stock actually issued or transferred by Cinergy. However, the number of shares of Common Stock actually issued or transferred by Cinergy upon the exercise of ISOs shall not exceed the number of shares of Common Stock first specified above in Section 6.1 (Stock Subject to Plan), subject to adjustment as provided in that Section and Article 7 (Adjustment in the Number of Shares and in Option Price). (b) Upon payment in cash of the benefit provided by any Award granted under the Plan, any shares of Common Stock that were covered by that Award shall again be available for issuance or transfer under the Plan. (c) Notwithstanding any other provision of the Plan to the contrary, no Participant shall be granted Options or Stock Appreciation Rights for or relating to more than 500,000 shares of Common Stock during any calendar year, subject to adjustment as provided in Article 7 (Adjustment in the Number of Shares and in Option Price). (d) Notwithstanding any other provision of the Plan to the contrary, in no event shall any Participant receive awards of Restricted Stock, Dividend Equivalents, Performance Shares and Performance Awards, and Other Stock-Based Awards having an aggregate value as of their respective Dates of Grant in excess of $3,000,000 in any calendar year. -12- ARTICLE 7 ADJUSTMENT IN THE NUMBER OF SHARES AND IN OPTION PRICE If there is any change in the shares of Common Stock through the declaration of stock dividends, stock splits, through recapitalization, merger, consolidation, combination of shares, spin-off, other significant distribution of assets, or otherwise, the Committee or Cinergy's Board of Directors shall make an adjustment, if any, as it may deem appropriate in the number of shares of Common Stock available for Awards or the number of shares of Common Stock subject to any outstanding Award and the Option Price thereof, and the maximum number of shares of Common Stock subject to Option or Stock Appreciation Rights granted to any Participant during any calendar year. Any adjustment may provide for the elimination of any fractional shares that might otherwise become subject to any Award without payment therefor. Moreover, in the event of any such transaction or event, the Committee or Cinergy's Board of Directors, in its discretion, may provide in substitution for any or all outstanding Awards under this Plan such alternative consideration as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all Awards so replaced. -13- ARTICLE 8 OPTIONS 8.1 TYPES OF OPTION. The Committee may make awards of ISOs to Employees and awards of NSOs to either Employees or Non-Employee Directors. The Committee, with respect to each grant of an Option to an Optionee, shall determine whether the Option shall be an ISO, and, upon determining that an Option shall be an ISO, shall designate it as an ISO in the Award Agreement evidencing the Option. If the Award Agreement evidencing an Option does not contain a designation that it is an ISO, it shall not be an ISO, but instead it shall be an NSO. In no event will the exercise of an ISO affect the right to exercise an NSO, nor shall the exercise of any NSO affect the right to exercise any ISO. No ISOs shall be granted under the Plan after ten years from the effective date of the Plan. The aggregate fair market value (determined in each instance on the Date of Grant of an ISO) of the Common Stock with respect to which ISOs are first exercisable by any Optionee in any calendar year shall not exceed $100,000 or any other limit prescribed in the Code for the Optionee. If any Employer shall adopt a stock option plan under which Options constituting incentive stock options as defined in Code Subsection 422(b) may be granted, the fair market value of the stock on which any incentive stock options were granted and the times at which the incentive stock options shall first become exercisable shall be taken into account in determining the maximum amount of ISOs that may be granted to the Optionee in any calendar year. 8.2 NUMBER OF SHARES COVERED. Each Award Agreement shall specify the number of shares of Common Stock subject to the pertinent Option. -14- 8.3 DURATION OF OPTIONS. The duration of Options shall be determined by the Committee. Each Award Agreement shall specify the period not in excess of ten years during which the pertinent Option may be exercised, and the Award Agreement shall provide that the Option shall expire at the end of that period, and may be subject to earlier termination in the event of a Change in Control of Cinergy as set forth in Section 21.11 (Change in Control). 8.4 OPTION PRICE. The Option Price shall be determined by the Committee at the time any Option is granted, and shall be set forth in the Award Agreement. The Option Price for NSOs and ISOs shall be no less than 100 percent of the Fair Market Value of the Common Stock on the Date of Grant. 8.5 MANNER OF EXERCISE. The specified number of shares with respect to which an Option is exercised shall, subject to applicable tax withholding, be issued following receipt by Cinergy of (i) notice of the exercise from the Optionee (in accordance with procedures that the Committee shall have specified in the Award Agreement or otherwise) of an Option delivered to Cinergy's Secretary or his or her designee, and (ii) payment, as provided in this document, of the Option Price. 8.6 PAYMENT. (a) The Option Price shall be paid in full at the time of exercise. No share shall be issued or transferred until full payment has been received therefor. Payment may be (i) in cash, (ii) in nonforfeitable, unrestricted shares of Common Stock that have already been owned by the Optionee or jointly owned by the Optionee and the Optionee's spouse (provided that the spouse's written consent is first obtained) for at least 6 months and have a value at the time of exercise that is equal to the Option Price, (iii) by delivering a properly executed exercise -15- notice together with irrevocable instructions to a broker to promptly deliver to Cinergy the total Option Price in cash and, if desired, the amount of any taxes required to be withheld from the Optionee's compensation as a result of the Employer's withholding tax obligation, as specified in the notice, (iv) in any other legal consideration that the Committee may deem appropriate, including without limitation any form of consideration authorized under Subsection 8.6 (b), on such basis as the Committee may determine in accordance with the Plan, or (v) in any combination of the foregoing. Cash payment for the shares purchased under an NSO may be offset by the amount of any Cash Award, as provided in Article 12 (Cash Awards), approved by the Committee. If payment is made by the delivery of shares of Common Stock, the value of the shares delivered shall be computed upon the basis of the average of the high and low sales prices at which shares of Common Stock shall have been sold on the date the Optionee exercises an Option, or on the preceding trading day if that date was not a trading day as reported on the "NYSE - Composite Transactions" as reported in THE WALL STREET JOURNAL. (b) Any grant of an NSO shall provide that payment of the Option Price may also be made in whole or in part in the form of shares of Restricted Stock or other Common Stock that are subject to risk of forfeiture or restrictions on transfer. Unless otherwise determined by the Committee on or after the Date of Grant, whenever any Option Price is paid in whole or in part by means of any of the forms of consideration specified in this subsection, the Common Stock received by the Optionee upon the exercise of the NSO shall be subject to the same risk of forfeiture or restrictions on transfer as those that applied to the consideration surrendered by the Optionee. However, the risks of forfeiture and restrictions on transfer shall apply only to the same number of shares of Common Stock received by the Optionee as applied to the forfeitable or restricted Common Stock surrendered by the Optionee. -16- 8.7 OTHER TERMS AND CONDITIONS. Subject to the Plan's other provisions, an Option may be exercised at any time or from time to time during the term of the Option as to any and all whole shares that have become subject to purchase pursuant to the terms of the Option or the Plan, but not at any time as to fewer than 100 shares unless the remaining shares that have become subject to purchase are fewer than 100 shares. Options may contain any other provisions, not inconsistent with the Plan's provisions, as the Committee shall determine appropriate from time to time. The Committee shall have the authority to grant Options exercisable in full at any time during their term, or exercisable in installments at any time during their term as the Committee shall determine. Installments not purchased in earlier periods shall be cumulated and be available for purchase in later periods. 8.8 EFFECT OF EXERCISE OF OPTION ON TANDEM SAR. Upon the exercise of an Option with respect to which a Tandem SAR has been granted, the number of shares of Common Stock with respect to which the SAR shall be exercisable shall be reduced by the number of shares with respect to which the Option has been exercised. ARTICLE 9 STOCK APPRECIATION RIGHTS 9.1 TYPE OF SAR. Each SAR Award shall specify whether it relates to a Tandem SAR or to Freestanding SARs. 9.2 NUMBER OF OPTIONED SHARES OR FREESTANDING SARS. In the case of any Tandem SAR, the SAR Award shall specify the Option and the number of shares of Common Stock subject to the Option to which the SAR relates. Any SAR Award relating to Freestanding SARs shall specify the number of such SARs to which it relates. -17- 9.3 EXERCISE PERIOD. Each SAR Award shall specify the period during which the pertinent SAR(s) may be exercised and the Award Agreement shall provide that the SAR(s) shall expire at the end of each period (or periods) and may be subject to earlier termination in the event of a Change in Control of Cinergy, as described in Section 21.11 (Change in Control) or other similar transaction or event, as provided in the Award Agreement. For a Freestanding SAR, the expiration date shall be no later than ten years from the Date of Grant. For Tandem SARs, the expiration date(s) shall be no later than the date(s) of expiration of the related Option, and a Tandem SAR shall be exercisable during its term only when and to the extent the related Option is exercisable. A Freestanding SAR shall be exercisable only during the period of the grantee's employment or service with Cinergy or another Employer and for any post-termination exercise period as would apply under the Award Agreement for the Option had the Freestanding SAR Award to the grantee instead been an Award of NSOs. 9.4 MANNER OF EXERCISE. A SAR granted under the Plan shall be exercised by the holder by delivery to Cinergy's Secretary or his or her designee of notice of exercise in accordance with procedures that shall have been specified by the Committee in the Award Agreement or otherwise. 9.5 PAYMENT TO HOLDER. If the form of consideration to be received upon exercise of the Award is not specified in the Award Agreement, upon the exercise thereof, the holder may request the form of consideration he or she wishes to receive in satisfaction of the SAR, which may be in shares of Common Stock (valued at Fair Market Value on the date of exercise of the SAR), or in cash, or partly in cash and partly in shares of Common Stock, as the holder shall request. However, the Committee, in its sole discretion, may consent to or disapprove any request of the Participant to -18- receive cash in full or partial settlement of any SAR. Payment shall be subject to applicable tax withholding. 9.6 EFFECT OF EXERCISE OF TANDEM SAR ON RELATED OPTION. Upon the exercise of a Tandem SAR, the number of shares covered by the related Option shall be reduced by the number of shares of Common Stock with respect to which the SAR is exercised. ARTICLE 10 RESTRICTED STOCK 10.1 TERMS AND CONDITIONS. The Committee may make Awards of Restricted Stock to Participants without additional consideration or may offer to sell Restricted Stock to Participants at a price that is equal to or less than its Fair Market Value. The terms and conditions of any Restricted Stock Award shall be as determined by the Committee and shall be set forth in the Award Agreement. The Award Agreement shall specify the number of shares of Common Stock subject to the Award and the applicable Restriction Period or Periods. Any Award Agreement may provide for forfeiture of shares covered thereby if specified Performance Measures are not attained during a Restriction Period and/or for termination of any Restriction Period upon attainment of Performance Measures, but in no event may any Award Agreement permit termination of any Restriction Period earlier than three years after the Date of Grant of the pertinent Award except in the case of Awards that are subject to Performance Measures (in which case the Restriction Period shall be at least one year) or in the case of death, disability, retirement or in the event of a Change in Control of Cinergy as described in Subsection 21.11 (Change in Control). 10.2 CERTIFICATES EVIDENCING OWNERSHIP OF RESTRICTED STOCK. During the Restriction Period, a certificate representing the Restricted Stock shall be registered in the recipient's name and bear a restrictive legend to the effect that ownership of -19- the Restricted Stock, and the enjoyment of all rights appurtenant to the Restricted Stock, are subject to the restrictions, terms, and conditions provided in the Plan and the applicable Award Agreement. Certificates representing Restricted Stock together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to Cinergy of all or any portion of the Restricted Stock evidenced by the certificate in the event it is forfeited, shall be deposited by the Participant with Cinergy. Upon the termination of an applicable Restriction Period, and subject to remittance of applicable withholding tax, a certificate or certificates evidencing ownership of the number of shares of Common Stock previously evidenced by the certificate representing Restricted Stock, free of restrictive legend (other than any relating to a right of first refusal of Cinergy or required by any applicable securities laws), shall be issued to the Participant, his or her beneficiary(ies), or legal representatives, promptly after the expiration of the Restriction Period. 10.3 RIGHTS WITH RESPECT TO SHARES DURING RESTRICTION PERIOD. Subject to the terms and conditions of the Award Agreement, the Participant, as the owner of the Common Stock issued as Restricted Stock, shall have all rights of a shareholder including, but not limited to, voting rights, the right to receive cash or stock dividends on the shares, and the right to participate in any capital adjustment of Cinergy. However, the Committee, in its discretion, may determine to require that any dividends on Restricted Stock that is subject to an Award be accumulated during the Restriction Period and may also subject the payment of dividends to restrictions that may, but need not be, the same as the restrictions applicable to the Restricted Stock. Any dividend distributions with respect to shares of Restricted Stock other than in the form of cash shall be held by Cinergy, and shall be subject to the same restrictions as the shares with respect to which the distributions were made. Any grant -20- or sale may require that any or all cash dividends or other distributions paid on the shares of Restricted Stock during the Restriction Period shall be automatically sequestered and may be reinvested on an immediate or deferred basis in additional shares of Common Stock, which may be subject to the same restrictions as the Committee may determine. ARTICLE 11 PERFORMANCE SHARES AND PERFORMANCE AWARDS 11.1 TERMS AND CONDITIONS. The Committee may make Awards of Performance Shares and Performance Awards. The terms and conditions of any Performance Share Award or Performance Award shall be set forth in the applicable Award Agreement. Each Award Agreement shall specify the number or amount of Performance Shares or Performance Awards subject to the Award, the Performance Period(s), which may be subject to earlier termination in the event of a Change in Control of Cinergy as described in Section 21.11 (Change in Control) or other similar transaction or event, and the Performance Measures applicable to the Award. 11.2 PAYMENT. Following the end of a Performance Period applicable to a granted Award, the Committee shall determine and certify the extent (if any) to which Performance Measures established for the Award were attained and, accordingly, the number, if any, of shares of Common Stock or the amount of cash that shall then become payable to the holder of the Award. If the Performance Shares or Performance Awards are to be paid to the Participant in the form of shares of Restricted Stock, the recipient must execute an Award Agreement regarding the Restricted Stock as a condition of the issuance of such shares in his or her name. -21- ARTICLE 12 CASH AWARDS The Committee may, at any time and in its discretion, grant to any Optionee who is granted an NSO the right to receive, at the times and in the amounts as determined by the Committee in its discretion, a cash amount ("Cash Award") that is intended to reimburse the Optionee for all or a portion of the federal, state, and local income taxes imposed upon the Optionee as a consequence of the exercise of an NSO and the receipt of such a cash payment. ARTICLE 13 DIVIDEND EQUIVALENTS The Committee may make Awards of Dividend Equivalents. The terms and conditions of any Dividend Equivalent Award shall be set forth in the applicable Award Agreement. The Award Agreement shall set forth the number of shares of Common Stock to which the Award relates and the circumstances (including any applicable Performance Measures) under which, and the number, if any, of, shares of Common Stock or the amount of cash that shall then become payable to the holder of the Award. The Committee shall in its discretion determine the timing of payment of the Award. ARTICLE 14 OTHER STOCK-BASED AWARDS The Committee may make Other Stock-Based Awards. The terms and conditions of any Other Stock-Based Award shall be set forth in the applicable Award Agreement or otherwise by the Committee. The circumstances (including any applicable Performance Measures) under which, and the number, if any, of, shares of Common Stock or the amount of cash that shall then become payable to the holder of the Award shall be set forth in the applicable Award Agreement or otherwise. The Committee shall in its discretion determine the timing of payment of the Award. -22- ARTICLE 15 REPLACEMENT AND EXTENSION OF THE TERMS OF OPTIONS AND RELATED STOCK APPRECIATION RIGHTS The Committee from time to time may permit an Optionee under the Plan or any other stock option plan previously or subsequently adopted by an Employer to surrender for cancellation any unexercised outstanding stock option and related SAR and receive from his or her Employer in exchange an Option for the number of shares of Common Stock as may be designated by the Committee. However, the Committee may not authorize an exchange if the stock options to be surrendered have an Option Price that is above the Fair Market Value of the Common Stock (as calculated as provided in Section 8.4 (Option Price)) on the date of the exchange, and the options to be granted in exchange therefor would have an Option Price that is less than that of the stock options to be surrendered. Optionees also may be granted related SARs or Cash Awards as provided in Articles 9 (Stock Appreciation Rights) and 12 (Cash Awards). ARTICLE 16 AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN Cinergy, by resolution duly adopted by Cinergy's Board of Directors, shall have the right, authority and power to alter, amend, modify, suspend, revoke or terminate the Plan in whole or in part at any time, including the adoption of amendments deemed necessary or desirable to qualify the Awards under the laws of various states and under rules and regulations promulgated by the Securities and Exchange Commission with respect to officers and directors who are subject to the provisions of Section 16 of the 1934 Act, to comply with any applicable provisions of the Code, including Code Subsection 162(m) or to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award granted under the Plan, without the approval of Cinergy's shareholders. However, no action shall be taken without the approval of -23- Cinergy's shareholders that would cause the Plan to no longer comply with Rule 16b-3, or any other regulatory requirements, or Code Subsection 162(m), or to the extent such approval is required by other applicable law. No amendment or termination or modification of the Plan shall in any manner adversely affect any Award previously granted without the consent of the Participant, except that Cinergy's Board of Directors may amend or modify the Plan in a manner that does adversely affect Awards previously granted upon a finding by Cinergy's Board of Directors that the amendment or modification is in the best interest of holders of outstanding Awards affected by the amendment or modification. ARTICLE 17 EFFECT OF TERMINATION OF SERVICE OR DEATH In the event of termination of employment or service by reason of death, disability, normal retirement, early retirement with the consent of the Employer, termination of employment or service to enter military or other government or eleemosynary service or leave of absence approved by the Employer, or in the event of hardship or other special circumstances, of a Participant who holds an Option or Stock Appreciation Right that is not immediately and fully exercisable, any shares of Restricted Stock as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, any Performance Shares or Performance Awards that had not been fully earned, any Common Shares that are subject to any transfer restriction pursuant to Article 10 (Restricted Stock), any Dividend Equivalent Award or Other Stock-Based Award that had not been fully earned or which is subject to any transfer restrictions, the Committee may take any action that it deems to be equitable under the circumstances or in the best interests of Cinergy or any other Employer, including without limitation waiving or modifying any limitation or requirement with respect to any Award under this Plan. -24- ARTICLE 18 TRANSFERABILITY Except with the prior approval of and upon conditions established by the Committee, no Option or other derivative security (as that term is defined in Rule 16b-3) granted pursuant to the Plan shall be transferable otherwise than by will or by the laws of descent and distribution. During the lifetime of an Optionee, the Option and Stock Appreciation Rights shall be exercisable only by the Optionee personally or, in the event of the Participant's legal incapacity, by the Participant's guardian or legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and judicial supervision. The Committee, in its sole discretion, may provide for the transferability of particular Awards under the Plan so long as the provisions will not disqualify the exemption for other Awards under Rule 16b-3. Any grant made under the Plan may provide that all or any part of the shares of Common Stock that are to be issued or transferred by Cinergy upon the exercise of Options or Stock Appreciation Rights or in payment of Performance Shares on Performance Awards, Dividend Equivalents or Other Stock-Based Awards, or that are no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Article 10 (Restricted Stock), shall be subject to further restrictions upon transfer. ARTICLE 19 SHAREHOLDER APPROVAL The Plan shall be subject to approval by a majority vote of the votes cast at a duly held shareholders' meeting of Cinergy at which a quorum representing the majority of all outstanding voting stock is, either in person or by proxy, present and voting on the Plan. ARTICLE 20 FUNDING POLICY AND METHOD The Plan shall be totally unfunded. No Participant shall have any interest in any fund or specific asset of an Employer by reason of the Plan. -25- ARTICLE 21 MISCELLANEOUS 21.1 NO ENLARGEMENT OF EMPLOYEE BENEFITS. The Plan is strictly a voluntary undertaking on the part of the Employers and shall not be deemed to constitute a contract between an Employer and any Participant or to be consideration for, or inducement to, or a condition of, the employment or service of any Participant. Nothing contained in the Plan shall be deemed to give any Participant the right to be retained in the service of his or her Employer or to interfere with the right of his or her Employer to discharge any Participant at any time. No Participant shall have any right to benefits under the Plan except to the extent provided in this document. Any Award under this Plan shall not be deemed compensation for purposes of computing benefits or contributions under any qualified pension plan of an Employer, and shall not affect any benefits under any other benefit plan of any kind currently or subsequently in effect under which the availability or amount of benefits is related to the level of compensation. 21.2 NOTICE OF ADDRESS. Each Award recipient must file with the Committee, in accordance with procedures established by the Committee, his or her post office address and each change of post office address. Any communication, statement or notice addressed to a person at his latest post office address as filed with the Committee will, upon deposit in the United States mail with postage prepaid, be binding upon that person for all purposes of the Plan. 21.3 NO INDIVIDUAL LIABILITY. It is declared to be the express purpose and intention of the Plan that, except as otherwise required by law, no individual liability whatever shall attach to, or be incurred by, Cinergy, its shareholders, officers, employees, or members of Cinergy's Board of Directors, each other Employer's shareholders, officers, employees, or members of its board of directors, or any -26- representatives appointed by the Committee, under or by reason of any of the Plan's terms or conditions. Each Award recipient shall be legally bound by the provisions of the Plan. 21.4 GOVERNING LAWS. The Plan shall be construed and administered according to the laws of the State of Delaware (without giving effect to the conflict of law principles of that State) to the extent that those laws are not preempted by the laws of the United States of America. 21.5 RISK OF PARTICIPATION. Nothing contained in the Plan shall be construed either as a guarantee by the Plan or Cinergy, its shareholders, officers, employees, or members of Cinergy's Board of Directors, each other Employer, its shareholders, officers, employees or members of its board of directors of the value of any assets of the Plan or as an agreement by the Plan or Cinergy, its shareholders, officers, employees or members of Cinergy's Board of Directors, each other Employer, its shareholders, officers, employees or members of its board of directors, to indemnify anyone for any losses, damages, costs and/or expenses resulting from participation in the Plan. 21.6 HEADINGS. The headings of articles, sections, subsections, paragraphs or other parts of the Plan are for convenience of reference only and do not define, limit, construe or otherwise affect the contents thereof. 21.7 EXPENSES. All expenses of administering the Plan shall be borne by the Employers. 21.8 WITHHOLDING TAXES. Cinergy shall, to the extent required by applicable law, withhold or cause to be withheld, federal, state and/or local taxes in connection with the exercise, vesting or settlement of an Award. Unless otherwise provided in the applicable Award Agreement, each Participant -27- may satisfy any tax withholding obligation by any of the following means, or by a combination of these means: (i) a cash payment, (ii) subject to Committee approval, by delivery to Cinergy of a number of shares of Common Stock having a Fair Market Value, as of the Tax Withholding Date (the date the withholding tax obligation first arises with respect to an Award), sufficient to satisfy the amount of the required withholding tax obligation arising from an exercise, vesting or settlement of an Award, (iii) subject to Committee approval, by authorizing Cinergy to withhold from the shares of Common Stock otherwise issuable to the Participant pursuant to the exercise or vesting of an Award, a number of shares having a Fair Market Value, as of the Tax Withholding Date, that will satisfy the amount of the required withholding tax obligation, or (iv) by a combination of such methods of payment. If the amount requested is not paid, an Employer may refuse to satisfy the Award. 21.9 AWARD AGREEMENTS. After the Committee grants an Award to a Participant, it shall cause the Employer to enter into a written or electronic agreement or agreements with the Participant. Any certificates for Common Stock issued to Optionees may bear a legend evidencing any representations or restrictions. 21.10 RIGHTS AS A SHAREHOLDER. Grant of any Option, SAR, Dividend Equivalent, Other Stock-Based Award or Performance Shares or Performance Award shall not confer upon the grantee any rights of a shareholder with respect to any shares subject to the Award. A recipient of an Award consisting of an Option, SAR, Dividend Equivalent, Other Stock-Based Award or Performance Shares or Performance Award or a transferee of any such Award shall have no right as a shareholder with respect to any Common Stock covered by an Option (or receivable upon the exercise of an Option), SAR, Dividend Equivalent Other Stock-Based Award or Performance Shares or -28- Performance Award, until the Participant or transferee shall have become the holder of record of the Common Stock. No adjustments shall be made for dividends in cash or other property or other distributions or rights in respect to Common Stock for which the record date is prior to the date on which the Participant or transferee shall have in fact become the holder of record of the shares of Common Stock acquired pursuant to the Option, SAR, Dividend Equivalent, Other Stock-Based Award or Performance Shares or Performance Award. 21.11 CHANGE IN CONTROL. Notwithstanding anything in the Plan to the contrary, without Participant consent, in the event of a Change in Control of Cinergy, unless otherwise provided in the related Award Agreement: (i) each unexpired Option and Stock Appreciation Right shall become exercisable in full, (ii) all restrictions (other than restrictions imposed by law) and conditions of all Restricted Stock (other than Restricted Stock subject to Performance Measures), Dividend Equivalents and Other Stock-Based Awards then outstanding shall be deemed satisfied subject to any holding period limitations, (iii) all Performance Measures of all Performance Shares and Performance Awards, Restricted Stock, Dividend Equivalents and Other Stock-Based Awards shall be deemed fully satisfied at the maximum criteria levels, and (iv) all Performance Shares and Performance Awards shall be paid in full within thirty (30) days following the Change in Control. A "Change in Control" of Cinergy shall be deemed to have occurred if any of the following events occur: (1) Any Person is or becomes the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of Cinergy (not including in the securities beneficially owned by such Person any securities acquired directly from Cinergy or its affiliates) representing more than twenty percent (20%) of the combined voting power of -29- Cinergy's then outstanding securities, excluding any Person who becomes such a beneficial owner in connection with a transaction described in clause (i) of paragraph (2) below; or (2) There is consummated a merger or consolidation of Cinergy or any direct or indirect subsidiary of Cinergy with any other corporation, partnership or other entity, other than (i) a merger or consolidation that would result in the voting securities of Cinergy outstanding immediately prior to that merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least sixty percent (60%) of the combined voting power of the securities of Cinergy or the surviving entity or its parent outstanding immediately after the merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of Cinergy (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of Cinergy (not including in the securities beneficially owned by such a Person any securities acquired directly from Cinergy or its affiliates other than in connection with the acquisition by Cinergy or its affiliates of a business) representing twenty percent (20%) or more of the combined voting power of Cinergy's then outstanding securities; or (3) During any period of two (2) consecutive years, individuals who at the beginning of that period constitute Cinergy's Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not -30- limited to a consent solicitation, relating to the election of directors of Cinergy) whose appointment or election by Cinergy's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of that period or whose appointment, election, or nomination for election was previously so approved or recommended cease for any reason to constitute a majority of Cinergy's Board of Directors; or (4) The stockholders of Cinergy approve a plan of complete liquidation or dissolution of Cinergy or there is consummated a sale or disposition by Cinergy of all or substantially all of Cinergy's assets, other than a sale or disposition by Cinergy of all or substantially all of Cinergy's assets to an entity, at least sixty percent (60%) of the combined voting power of the voting securities of which are owned by stockholders of Cinergy in substantially the same proportions as their ownership of Cinergy immediately prior to the sale. For purposes of this Section, "Person" has the meaning set forth in paragraph 3(a)(9) of the 1934 Act, as modified and used in subsections 13(d) and 14(d) of the 1934 Act; however, a Person will not include the following: (1) Cinergy or any of its subsidiaries or affiliates; (2) a trustee or other fiduciary holding securities under an employee benefit plan of Cinergy or any of its subsidiaries or affiliates; (3) an underwriter temporarily holding securities pursuant to an offering of those securities; or (4) a corporation owned, directly or indirectly, by the stockholders of Cinergy in substantially the same proportions as their ownership of stock of Cinergy. -31- Notwithstanding the provisions of Article 16 (Amendment, Modification and Termination of the Plan), the foregoing provisions of this Section may not be amended by an amendment to the Plan effected within three years following a Change in Control. ARTICLE 22 CONTINUANCE BY A SUCCESSOR In the event that Cinergy or any other Employer shall be reorganized by way of merger, consolidation, transfer of assets or otherwise, so that a corporation, partnership or person other than an Employer shall succeed to all or substantially all of that Employer's business, the successor may be substituted for the Employer under the Plan by adopting the Plan. IN WITNESS WHEREOF, Cinergy Corp. has caused this Plan document to be executed and approved by its duly authorized officers, effective as of January 25, 2002. CINERGY CORP. By: ---------------------------------------------- James E. Rogers Chairman, President and Chief Executive Officer Dated: ------------------------------------------- Approved: By: --------------------------------- Dated: ------------------------------ -32- EX-21 7 a2071671zex-21.txt SUBSIDIARIES SUBSIDIARY LISTING As of January 31, 2002, the following is a listing of the subsidiaries of each registrant in which Cinergy Corp. has a greater than 10% ownership interest in and their state or country of incorporation or organization indented to show degree of remoteness from registrant.
STATE OR COUNTRY OF ORGANIZATION OR NAME OF COMPANY INCORPORATION --------------- ------------- (Indentation indicates subsidiary relationship) CINERGY CORP. (1) Delaware CINERGY SERVICES, INC. Delaware THE CINCINNATI GAS & ELECTRIC COMPANY (1) Ohio Cinergy Power Investments, Inc. Ohio CPI Allowance Management, LLC Delaware CPI Investments, LLC Delaware The Union Light, Heat and Power Company (1) Kentucky Tri-State Improvement Company Ohio Lawrenceburg Gas Company Indiana Miami Power Corporation Indiana KO Transmission Company Kentucky PSI ENERGY, INC. (1) Indiana South Construction Company, Inc. Indiana CINERGY INVESTMENTS, INC. Delaware CINERGY-CADENCE, INC. Indiana Cadence Network, Inc. Delaware CINERGY CAPITAL & TRADING, INC. Indiana Brownsville Power I, LLC Delaware Caledonia Power I, LLC Delaware CinCap - Chippewa, LLC Delaware CinCap - Martinsville, LLC Delaware CinCap - Oraville, LLC Delaware CinFuel Resources, Inc. Delaware LH1, LLC Delaware CINCAP PIC, LLC Delaware CinPeak Resources, LLC Delaware CinCap IV, LLC Delaware CinCap V, LLC Delaware CINCAP VIII, LLC Delaware CinCap VII, LLC Delaware CinCap Madison, LLC Delaware CinCap IX, LLC Delaware CinCap X, LLC Delaware CinPower I, LLC Delaware Cinergy Canada, Inc. Canada Cinergy Limited Holdings, LLC Delaware CINERGY GENERAL HOLDINGS, LLC Delaware Cinergy Marketing & Trading, LP Delaware Cinergy Propane, LLC Delaware Cinergy Retail Power Limited, Inc. Delaware CINERGY RETAIL POWER GENERAL, INC. Texas (1) Companies indicated are registrants with the Securities and Exchange Commission. Cinergy Retail Power, L.P. Delaware ENCOAL OPCO, LLC Delaware Cinergy Transportation, LLC Delaware SynCap II, LLC Delaware CINERGY TELECOMMUNICATIONS HOLDING COMPANY, INC. Delaware Q-Comm Corporation Nevada Lattice Communications, LLC Delaware Cinergy Engineering, Inc. Ohio Cinergy-Centrus, Inc. Delaware Cinergy-Centrus Communications, Inc. Delaware CINERGY SOLUTIONS HOLDING COMPANY, INC. Delaware 1388368 Ontario Inc. Canada 3036243 NOVA SCOTIA COMPANY Nova Scotia Cinergy Solutions Limited Partnership Canada VESTAR, INC. Delaware VESTAR LIMITED Canada Keen Rose Technology Group Limited Canada Optimira Controls, Inc. Canada Cinergy EPCOM, LLC Delaware Cinergy EPCOM College Park, LLC Delaware CINERGY SOLUTIONS, INC. Delaware BSPE HOLDINGS, LLC Delaware BSPE Limited, LLC Delaware BSPE GENERAL, LLC Texas BSPE, L.P. Delaware CINERGY ENERGY SOLUTIONS, INC. Delaware Zahren Alternative Power Corporation Delaware CINERGY GASCO SOLUTIONS, LLC Delaware Countryside Landfill Gasco., L.L.C. Delaware Morris Gasco, L.L.C. Delaware Brown County Landfill Gas Associates, L.P. Delaware Cinergy Solutions of Boca Raton, LLC Delaware Cinergy Solutions of Philadelphia, LLC Delaware CINERGY SOLUTIONS PARTNERS, LLC Delaware CST Limited, LLC Delaware CST GENERAL, LLC Texas CST GREEN POWER, L.P. Delaware GREEN POWER HOLDINGS, LLC Delaware Green Power G.P., LLC Texas GREEN POWER LIMITED, LLC Delaware South Houston Green Power, L.P. Delaware CSGP of Southeast Texas, LLC Delaware CSGP Limited, LLC Delaware CSGP GENERAL, LLC Texas CSGP Services, L.P. Delaware Lansing Grand River Utilities, LLC Delaware Oklahoma Arcadian Utilities, LLC Delaware Shreveport Red River Utilities, LLC Delaware Cinergy Solutions of Tuscola, Inc. Delaware Delta Township Utilities, LLC Delaware Energy Equipment Leasing LLC Delaware Trigen-Cinergy Solutions LLC Delaware Trigen-Cinergy Solutions of Ashtabula LLC Delaware Trigen-Cinergy Solutions of Baltimore LLC Delaware Trigen-Cinergy Solutions of Boca Raton, LLC Delaware Trigen-Cinergy Solutions of Cincinnati LLC Ohio Trigen-Cinergy Solutions of College Park, LLC Delaware TRIGEN-CINERGY SOLUTIONS OF LANSING LLC Delaware Trigen/Cinergy - USFOS of Lansing LLC Delaware Trigen-Cinergy Solutions of Orlando LLC Delaware Trigen-Cinergy Solutions of Owings Mills LLC Delaware Trigen-Cinergy Solutions of Owings Mills Energy Equipment Leasing, LLC Delaware Trigen-Cinergy Solutions of Rochester LLC Delaware Trigen-Cinergy Solutions of Silver Grove LLC Delaware Trigen-Cinergy Solutions of San Diego LLC Delaware Trigen-Cinergy Solutions of the Southeast LLC Delaware TRIGEN-CINERGY SOLUTIONS OF ST. PAUL LLC Delaware Environmental Wood Supply, LLC Minnesota St. Paul Cogeneration LLC Minnesota Trigen-Cinergy Solutions of Tuscola, LLC Delaware CINERGY SUPPLY NETWORK, INC. Delaware RELIANT SERVICES, LLC Indiana MP ACQUISITIONS CORP., INC. Indiana Miller Pipeline Corporation Indiana Cinergy Technology, Inc. Indiana CINERGY GLOBAL RESOURCES, INC. Delaware Cinergy UK, Inc. Delaware CINERGY GLOBAL POWER, INC. Delaware CGP GLOBAL GREECE HOLDINGS, SA Greece ATTIKI DENMARK APS Denmark Attiki Gas Supply Company SA Greece CINERGY GLOBAL CHANDLER HOLDING, INC. Delaware CINERGY GLOBAL CHANDLER I, INC. Delaware Chandler Wind Partners, LLC Delaware CINERGY GLOBAL ELY, INC. Delaware EPR ELY POWER LIMITED England EPR ELY LIMITED England Ely Power Limited England Anglian Straw Limited England Anglian Ash Limited England eVent Resources Overseas I, LLC Delaware CINERGY GLOBAL FOOTE CREEK, INC. Delaware Foote Creek III, LLC Delaware CINERGY GLOBAL FOOTE CREEK II, INC. Delaware Foote Creek II, LLC Delaware CINERGY GLOBAL FOOTE CREEK IV, INC. Delaware Foote Creek IV, LLC Delaware CINERGY GLOBAL PEETZ TABLE I, INC. Delaware Ridge Crest Wind Partners, LLC Delaware CINERGY GLOBAL POWER SERVICES LIMITED England Cinergy Global Power Limited England MPI International Limited England CINERGY GLOBAL POWER (UK) LIMITED England CINERGY GLOBAL TRADING LIMITED England Commercial Electricity Supplies Limited England Cinergy Renewable Trading Limited England UK Electric Power Limited England Cinergy Global Power 2 Limited England CINERGY GLOBAL SAN GORGONIO, INC. Delaware San Gorgonio Westwinds II, LLC California CINERGY GLOBAL HOLDINGS, INC. Delaware CINERGY HOLDINGS B.V. The Netherlands CINERGY ZAMBIA B.V. The Netherlands Copperbelt Energy Corporation PLC Republic of Zambia CINERGY TURBINES B.V. The Netherlands EOS PAX I S.L. Spain EOS PAX IIa S.L. Spain CINERGY HYDRO B.V. The Netherlands CINERGY RENOVABLES IBERICAS, S.A. Spain AGE INVERSIONES EN MEDIO AMBIENTE, S.L. Spain Valoritzacions Agroramaderes les Garrigues, S.L. Spain CINERGY GLOBAL POWER IBERIA, S.A. Spain Escambeo, S.L. Spain CINERGY RENOVABLES ARAGON, S.L. Spain San Juan de Bargas Eolica, S.L. Spain General Eolica Argonesa, S.A. Spain Tratamiento y Generacion De Energia S.L. Spain Generacion y Abastecimiento De Energia, S.L. Spain Intercambio De Derivados Porcinos, S.L. Spain Aplicaciones Industriales De Energies Limpias, S.L. Spain Cinergy Services Iberia, S.L. Spain Compania Productora De Energia para Consumo Interno, S.L. Spain Desarrollos Eolico El Aguila, S.A. Spain Elecdey Ascoy, S.A. Spain Elecdey Carcelen, S.A. Spain Enrega, S.L. Spain EOLOCRISA, S.L. Spain CORPORACION EOLICA, S.L. Spain Compania Eolica Aragonesa, S.A. Spain Northeolic Pico Gallo, S.L. Spain Procrisa Servicios, S.L. Spain Promociones y Servicios Hidraulicos, S.A. Spain Sinergia Andaluza, S.L. Spain Tractaments de Juneda, SA Spain Ventoabrego, S.L. Spain CINERGY 1 B.V. The Netherlands CINERGY EESTI OU Estonia STARTEKOR INVESTEERINGUTE OU Estonia Aktsiaselts Narva Elektrivork Estonia CINERGY GLOBAL RESOURCES 1 B.V. The Netherlands Moravske Teplarny a.s. Czech Republic Plzenska Energetika a.s. Czech Republic Cinergy Global Polska Sp. Z.o.o. Poland Cinergy Global Resources 1 Sp. Z o.o. Poland Cinergy Global Resources a.s. Czech Republic Cinergetika U/L a.s. Czech Republic Energetika Chropyne a.s. Czech Republic Teplarna Otrokovice a.s. Czech Republic Energy Customer Services, s.r.o. Czech Republic CINERGY 2 B.V. The Netherlands Desarrollo Eolico del Ebro S.A. Spain Sinergia Aragonesa, S.L. Spain BAGHABARI I B.V. The Netherlands Baghabari Power Company Limited Bangladesh Baghabari II B.V. The Netherlands CINERGY SOUTH AFRICA INVESTMENTS 1 B.V. The Netherlands Egoli Gas (Proprietary) Limited South Africa Cinergy Global 4 B.V. The Netherlands Cinergy Global 5 B.V. The Netherlands CINERGY GLOBAL (CAYMAN) HOLDINGS, INC. Cayman Islands Cinergy Global Hydrocarbons Pakistan Cayman Islands CINERGY GLOBAL TSAVO POWER Cayman Islands IPS-CINERGY POWER LIMITED Kenya Tsavo Power Company Limited Kenya Cinergy Global Maranhao Cayman Islands Cinergy MPI V, Inc. Cayman Islands Cinergy MPI VI, Inc. Cayman Islands Cinergy MPI VII, Inc. Cayman Islands Cinergy MPI VIII, Inc. Cayman Islands Cinergy MPI IX, Inc. Cayman Islands Cinergy MPI X, Inc. Cayman Islands CINERGY GLOBAL ONE, INC. Delaware CZECHPOL ENERGY SPOL, S.R.O. Delaware ZAT Dneproline Ukraine E-line Czech s.r.o. Czech Republic S-line s.r.o. Slovak U-line ZAT Ukraine DP Czechpol Energy Invest Ukraine MEAS Brno, a.s. Czech Republic PEAS Praha, a.s. Czech Republic Moravia Energo Czech Republic SK Invest a.s. Slovak Midlands Hydrocarbons (Bangladesh) Limited England Powermid No. 1 England Cinergy Global Power Africa (Proprietary) Limited South Africa CINTEC LLC Delaware CINTEC I LLC Delaware EVENT RESOURCES I LLC Delaware eVent (Triple Point) LLC Delaware CINERGY TECHNOLOGIES, INC. Delaware CINERGY VENTURES, LLC Delaware emPowerNET, LLC Delaware Cinergy Ventures II, LLC Delaware Cinergy e-Supply Network, LLC Delaware Cinergy One, Inc. Delaware Cinergy Two, Inc. Delaware CINERGY WHOLESALE ENERGY, INC. Ohio Cinergy Power Generation Services, LLC Delaware Cinergy Origination & Trade, LLC Delaware CINERGY RECEIVABLES COMPANY LLC Delaware
EX-23 8 a2071671zex-23.txt CONSENT OF ACCOUNTANTS CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report, dated January 24, 2002, included in this Form 10-K, into (i) Cinergy Corp.'s previously filed Registration Statement Nos. 33-55267, 33-55713, 33-56089, 33-56091, 33-56093, 33-56095, 333-17531, 333-51484, 333-83461, 333-83467, 333-94281, 333-72898, 333-72900, 333-72902, 333-74086 and 333-81770; (ii) PSI Energy, Inc.'s previously filed Registration Statement Nos. 33-48612 and 33-57064; (iii) The Cincinnati Gas & Electric Company's previously filed Registration Statement Nos. 33-45116, 33-52335 and 33-58967; and (iv) The Union Light, Heat and Power Company's previously filed Registration Statement No. 33-40245. Arthur Andersen LLP Cincinnati, Ohio February 27, 2002 EX-24 9 a2071671zex-24.txt POWER OF ATTORNEY POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints James E. Rogers and R. Foster Duncan, or either of them with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for and on behalf of the undersigned, in the undersigned's capacity as a director of Cinergy Corp., the Form 10-K Annual Report of said corporation for the fiscal year ended December 31, 2001, and to deliver said Form 10-K Annual Report so signed for filing with the Securities and Exchange Commission. The undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents, and each of them, shall lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto caused this Power of Attorney to be executed on this 27th day of February, 2002. /s/ Phillip R. Cox ------------------ Phillip R. Cox POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints James E. Rogers and R. Foster Duncan, or either of them with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for and on behalf of the undersigned, in the undersigned's capacity as a director of Cinergy Corp., the Form 10-K Annual Report of said corporation for the fiscal year ended December 31, 2001, and to deliver said Form 10-K Annual Report so signed for filing with the Securities and Exchange Commission. The undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents, and each of them, shall lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto caused this Power of Attorney to be executed on this 22nd day of February, 2002. /s/ George C. Juilfs -------------------- George C. Juilfs POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints James E. Rogers and R. Foster Duncan, or either of them with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for and on behalf of the undersigned, in the undersigned's capacity as a director of Cinergy Corp., the Form 10-K Annual Report of said corporation for the fiscal year ended December 31, 2001, and to deliver said Form 10-K Annual Report so signed for filing with the Securities and Exchange Commission. The undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents, and each of them, shall lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto caused this Power of Attorney to be executed on this 19th day of February, 2002. /s/ Thomas E. Petry ------------------- Thomas E. Petry POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints James E. Rogers and R. Foster Duncan, or either of them with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for and on behalf of the undersigned, in the undersigned's capacity as a director of Cinergy Corp., the Form 10-K Annual Report of said corporation for the fiscal year ended December 31, 2001, and to deliver said Form 10-K Annual Report so signed for filing with the Securities and Exchange Commission. The undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents, and each of them, shall lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto caused this Power of Attorney to be executed on this 19th day of February, 2002. /s/ Jackson H. Randolph ----------------------- Jackson H. Randolph POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints James E. Rogers and R. Foster Duncan, or either of them with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for and on behalf of the undersigned, in the undersigned's capacity as a director of Cinergy Corp., the Form 10-K Annual Report of said corporation for the fiscal year ended December 31, 2001, and to deliver said Form 10-K Annual Report so signed for filing with the Securities and Exchange Commission. The undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents, and each of them, shall lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto caused this Power of Attorney to be executed on this 26th day of February, 2002. /s/ Mary L. Schapiro -------------------- Mary L. Schapiro POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints James E. Rogers and R. Foster Duncan, or either of them with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for and on behalf of the undersigned, in the undersigned's capacity as a director of Cinergy Corp., the Form 10-K Annual Report of said corporation for the fiscal year ended December 31, 2001, and to deliver said Form 10-K Annual Report so signed for filing with the Securities and Exchange Commission. The undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents, and each of them, shall lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto caused this Power of Attorney to be executed on this 23rd day of February, 2002. /s/ John J. Schiff, Jr. ----------------------- John J. Schiff, Jr. POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints James E. Rogers and R. Foster Duncan, or either of them with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for and on behalf of the undersigned, in the undersigned's capacity as a director of Cinergy Corp., the Form 10-K Annual Report of said corporation for the fiscal year ended December 31, 2001, and to deliver said Form 10-K Annual Report so signed for filing with the Securities and Exchange Commission. The undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents, and each of them, shall lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto caused this Power of Attorney to be executed on this 24th day of February, 2002. /s/ Philip R. Sharp ------------------- Philip R. Sharp POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints James E. Rogers and R. Foster Duncan, or either of them with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for and on behalf of the undersigned, in the undersigned's capacity as a director of Cinergy Corp., the Form 10-K Annual Report of said corporation for the fiscal year ended December 31, 2001, and to deliver said Form 10-K Annual Report so signed for filing with the Securities and Exchange Commission. The undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents, and each of them, shall lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto caused this Power of Attorney to be executed on this 19th day of February, 2002. /s/ Dudley S. Taft ------------------ Dudley S. Taft POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints James E. Rogers and R. Foster Duncan, or either of them with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for and on behalf of the undersigned, in the undersigned's capacity as a director of Cinergy Corp., the Form 10-K Annual Report of said corporation for the fiscal year ended December 31, 2001, and to deliver said Form 10-K Annual Report so signed for filing with the Securities and Exchange Commission. The undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents, and each of them, shall lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto caused this Power of Attorney to be executed on this 23rd day of February, 2002. /s/ James K. Baker ------------------ James K. Baker POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints James E. Rogers and R. Foster Duncan, or either of them with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for and on behalf of the undersigned, in the undersigned's capacity as a director of each of Cinergy Corp. and PSI Energy, Inc., the Form 10-K Annual Report of each corporation for the fiscal year ended December 31, 2001, and to deliver said Form 10-K Annual Reports so signed for filing with the Securities and Exchange Commission. The undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents, and each of them, shall lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto caused this Power of Attorney to be executed on this 25th day of February, 2002. /s/ Michael G. Browning ----------------------- Michael G. Browning POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints James E. Rogers and R. Foster Duncan, or either of them with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for and on behalf of the undersigned, in the undersigned's capacity as a director of Cinergy Corp., the Form 10-K Annual Report of said corporation for the fiscal year ended December 31, 2001, and to deliver said Form 10-K Annual Report so signed for filing with the Securities and Exchange Commission. The undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents, and each of them, shall lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto caused this Power of Attorney to be executed on this 20th day of February, 2002. /s/ John A. Hillenbrand II -------------------------- John A. Hillenbrand II POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints James E. Rogers and R. Foster Duncan, or either of them with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for and on behalf of the undersigned, in the undersigned's capacity as a director of each of The Cincinnati Gas & Electric Company and The Union Light, Heat and Power Company, the Form 10-K Annual Report of each corporation for the fiscal year ended December 31, 2001, and to deliver said Form 10-K Annual Reports so signed for filing with the Securities and Exchange Commission. The undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents, and each of them, shall lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto caused this Power of Attorney to be executed on this 19th day of February, 2002. /s/ James L. Turner ------------------- James L. Turner POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints James E. Rogers and R. Foster Duncan, or either of them with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for and on behalf of the undersigned, in the undersigned's capacity as a director of PSI Energy, Inc., the Form 10-K Annual Report of said corporation for the fiscal year ended December 31, 2001, and to deliver said Form 10-K Annual Report so signed for filing with the Securities and Exchange Commission. The undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents, and each of them, shall lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto caused this Power of Attorney to be executed on this 25th day of February, 2002. /s/ Larry E. Thomas ------------------- Larry E. Thomas GRAPHIC 10 g193651.jpg G193651.JPG begin 644 g193651.jpg M_]C_X``02D9)1@`!`0$!60%9``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#9.B6^,J3-DLQF$?&=>6$)'SD\57AK1NXC;IVUS;QGH^VCL8WS]J MY@*'\`*K+W,U-=`3-6*E*4I2E*4I2E*4I2E*4I2E*4I2E*4I2E*4I2E*4I2 ME*4I2E*4I2E*BKQJ.V6,(3,D'UAW]9BLH+CSO\!M(*C\^,>9J(*]67_AE"-. M03]NZ$OS%CV)Y;;^DK/L%=$+0]EC243);3MTG(^+*N3ID+2?WH5W4?\`"!5D MP!2H+3Z0W<]1-84,7+=WCQWF&3Q[.M3M*4I2E*4I2E*4I2E*4I4=?KJ+'89U MT4RI\165.]DE6"O'@#65HO$2]P!+AJ5MW%MQM:=JVG$\*0M)Y2H'@@UWUK>? M:CM*=><0VVD94M:@`/G)J`>U?%E.>K:?;]V99./U.OX!OVN/8*4CV#*CX`UE MZYJ_Y%LWXT<_R*>N:O\`D2S?C1S_`"*>N:O^1+-^-'/\BGKFK_D2S?C1S_(I MZYJ_Y$LWXT<_R*PZFJ_W-0?QM_\` M%3W4U7^YJ#^-O_BI[J:K_J;BRX]%T@RMI#SK!4;L@94VL MH5U;Z92:[FKOJU:,JTK$;.>BKL#_`$-&L_=35?[FH/XV_P#BK6NZ:SW?!Z8M MA3^^O!!_(S6/NIK;]R]I_'*O\BNCUS5^/V$LWXT<_P`BO?7-7_(EF_&CG^13 MUS5_R)9OQHY_D5QS=2WVSR(*KM9H:(MTAME)_?+4@`#VDXJQ1Y#$MA#\=YMYEP;D.-J"DJ'F M".#6VE*4I2E*54I-\N&H9KEMTPXA$=E11,NZT!;;2AU;9'1QSS/Q4^.3W:E[ M)IRWV%#JHR%N2GSF1+D+[1]\^:UGD^P<`>`%2U*4J`LY*=4ZB;PL;G([O/0Y M:">/YE3]*4I2E*4I2E*4I2E*4I56](J"YH*ZMI.TK;2C/SK2*Z+EIQ]RZ*NM MFN/N9.>3V4[^U.U8:4I2E*5X4@@@C(/4&JP]HF+&?E/6*6LY6(@! M83EM^X#R1T+;1^ZX4KPP.3;(<.-;XC42(PVQ':2$-M-I"4H2 M.@`'2M]*4I4%"2&];7=.%#M(41S.>#WGDG^@5.TI2E*4I2E*4I2E*4I2E5CT MA-E[1LEH*VE;\9.?+,AL59Q2E*4I2E*4I2E*57M&?L)(_P!Y3O[4[5AI2E*4 MI2E*J&O[:V_8'GF+$W<)ZREI#J6`MR.">71C"SM'.$G).!7ELU9:K;;(L=9O M*X3#26E7.;$>"2H#!+BU#(/FH@)SQFK7'DL2V$/QGFWF7!N0XVH*2H>8(X-> MOR&8K"WY#J&F6TE2W'%!*4@=22>`*K2;M<]3$"Q9A6LGO71YO*G1_P!PVKJ/ M^\5QY!76NLZ;D$J4=1WK<3U#K0Q\P#>/R5XNT7UE05$U*XLCHB;$:<2?GV!" MORURG2TN\OI=U/<$36$+"T6V.WV<7(Z%8)*G3GG"CM_>\9JT@`#`I2E*4J`3 ME&OW.%8=M:><\'8ZKP\^_4_2E*4I2E*4I2E*4I2E*56M=M]MIQMK=MWW&",_ M_P"4U5EIFF:9IFF:4I2E*4I2E5[1G["2/]Y3O[4[5AI2E*4I2E*4P*KTC2,1 M#ZY5GDR+-*7RI<(I#:SYK:4"A1]N`?;7.QI.3.DH?U/.'&3T^DU.TI2E*4I2 ME*4I2E*4I2E5C7#?:VZV(SC-X@G/S/H/]U2U^N7N-IVY739O]3BNR-OW6Q)5 MC\E?$&8\B='CS;O?;HN=,"5K*+BXT@K4,[4)20`!T``\*],&$D$JOET``423 M>'>-O"OM_#Q\JP]7MOJYD?9#<.P"MI=]VW=N?+._&:S=A0F$MJ>OES;#GZV5 MWEU._P";*^?HK)=OB-OH8"E?,-^35FT#<;A;=8^X2ITF9;I M<->%%/%1*[%>7K6M#T9)DK8N`6$K3@K=6DIQST."?9XUVSM-O- MJ3+;4_)EJ>"U.,(9;+8#90,-J&Q77!R0:U,VNY14H5(LD:>7H"8Q:0M"$,$* M42"#P$J"@3M\0<>%;)EFFE%SBMVYMQO"P#@X M._GGBNT:0L(&$P2!UXD._6J7TJ5:9UK9H]N=>1`N3CD:1%6\I:,ALK2M(43A M0*<''4&OM=*4I2E*4I2E*4I2E*4I2E05\2!>]./;2<3G$9!Z;H[O^`J=I2E* M4I2E*4JA>E0[K98XZN67[LV'4'HL);<6`?9N2D_17SU>I4(O$NW]DZ>P96X' MM_=6M*`M38]H2H&NA-YW(M"NS7_I+&WO_K?P94'D-[0G ME1`'BH#V5K1K`K3&'J+P>F-H5$;[7]>)64*3G'&W&3[*OGH^2&]:7DHX[6!& M6YCHI06ZD$^W`Q7TVJQK!L.R],))QB]-*'T-.G^ZIVXP&;I:Y5OD`EB4RMEP M#[E22#^0U\G9T/K:V,-PFFK/.:82&VY*Y3C2G$C@%2=AP<8SS6?V*ZZ^2[+^ M,%_Y=1U]MVL=/V.7=I=IM2X\5OM'`U.6I6W/.`4"NBWV/6=SML6?&MMF4Q)9 M0\V3<%YVJ`(_U?MKI^Q777R79?Q@O_+J5TYHZ[P)TV^WY41$A,4Q8L:(XI:6 MT*(*U*40,J)"1Y`#VU+TJTVW]CF/X%="U!"%*5T2,FN--VB+6E*7#E1`'=-= MCGZVKYC7P#1_[3[5_P"!_P#D:G!PH'VU1)&FKQEEZ,VA,AE,@()<'^M?5G_[ M:R?G&*Z(.DY2$-1''51HJ8DB,LMA"RI*WBH)Y!QE'.1TJX--I9:0TC.U"0E. M3G@#`K"-^W?2?^\%_P!0Y7VL=*4I2E*4I2E*4I2E*4I2E*@-3Y2Y9'0G=V=T M9\<8W!:,_P#FJ?'04I2E*4I2E*50?2GW8.GW58#:+PWN4>@RTZD??)`^FOG) MTG;NT[;<^)1><>6_O[ZRL$*2?#&%8Z>`HG36UB*W[LW+]2$&.O%K[/M1EO#I0,`J[GB.N,5J3I:$EUE0D2>S8#B6&BI)2T ME:5)*0=N2.\<`DXK.3IJ')C(9+SZ`B(B(E2"G.U*DJ!Z?&R@5G[@LNJ0J;,D MS=J74X?*.4N)"5#NI'ED>VD?3\2,+2$.O'W,"PSN4.]N&#NXYZ^&*N/H_4DZ MTNR002FW1]P\LN.D5],JM:H;2[>M)I*L$752Q[<1GZLM*5&ZAMXNVF[G;BD* M]:BNLX/FI)`JL>A^X&X>B^S%6>TCH5&6#X%"BD?DQ5YKDN1'N<_S]I57I6P/ MO)`"77`!T`4:%]XC!><(/AO-8(44+2L=4D$5(IO4@K2%AO82-W=/3Q\:^=3= M'773T*4_9KA:%:?C[W$FY+=:7&1\8IW)!W`9./'H.:C=*P]:ZNLR;M"MMHCQ M5K*6C+?=070/MD@)/=SQSY5-_89K[_9:;_"G_P#+I]AFOO\`9:;_``I__+KC MMFGM;W6*N0PQIY*$/NL$+DO@[FW%(5T1TRDX]E6/2^@[NQJ.->M0R8)5"2OU M2+"W*0E:QM4M2E@$G&0,`=:^C4I2E*4I2E*4I2E*4I2E*5!:L2/RM?RI>_PX_P"%5O M>>=<+CKRO`J6>3_=4S58U"E*]6:1!5@IF/K`\\1G1_?5GI2AKYIZ)?\`1\S6 M&GR1B!>7%MIQC#;G*?\`TU>[S^QY_A)JN4I2E*527S(])^H3IB&XI.E[8\'+ MI);/_27?!E)\AC^D^"<_98\=J)&:CL-I;9:0$(0@8"4@8``\JV4JO:,_821_ MO*=_:G:L-*4I2E*4I2E*4I2E*4I2E*@-:#.E9:]N[LU-.XSCXCJ%?W5/BE*4 MI2E*4I2E*4I2E5776A;?K>T"/()8FLG?$F('?87_`'@\9']!`-5S0^M[G"NP MT9K9/J]\;&(LM1[D]'0$*\5+XRXE0;NUK9E)"1U4V=A_H55TN%S9EQ2TA*PK<#R!432E*5 MMC)2N4TA0RE2P"/9FJ[Z0KJX[/C:)TNVCW=N*?AGP3B$Q]LLGP)'3V>TBKMI M33%OTAI^/:+? M!)'-7.E*4I2E*4I2E*4I2E*K6M-%V[6MG]3F9:D-'?%EMCX2.YX$'RZ9'C\^ M#55T;KFYVN^C16N-K-W0`(<[_5SD=`<_='S\>APKK9[NA#GI!TT2KO(C3E@? M0T/[ZM%*4KY-Z15"#Z4M&7$<)=[6"ZKS"QW1]]1JS4I2E2EMMK,R.IQQ2P0K M'=(J$UO>(.B;,F8@.2;D\X&H$,'*GWCT&`,D#()^]U(K9Z/-&OZ>AR+I>'!) MU%=%=M.D'DI)Y#:3Y#V>/L`J[4I2J]HS]A)'^\IW]J=JPTI2E*4I2E*4I2E* M4I2E*5K??9BL./R'4-,MI*EN.*"4I`ZDD\`56=*.KF7J^W&*VZ+1-<9>CNN( MV=JX$;'%)!Y*"$-X40,\XR.:M5*4I2E*4I5`])%^N<%^T66U2S"=N)>6[*0D M%;;3:02$9X"B5`9\!FJ28MS`).KM2`#DDW#I_P"6N5F0Y(;+C&N[XZ@+2V5( MNH(W$X`X'4^'G7C4I;ZG4M:\O:U-`J<";L#L`ZD\<`5MBF5.:[6)K74#[><; MVKF%#/EP*W*O=]TGV=U:OURGL-.MB3%N#H>2XVI02=IP"E0W9!'ES7W6E*4J MNZQT9:]:694&X-[7$]Z/)0/A&%_=)/\`2/&OG.GM072R^D*V6+73B$2X,.0Q M"N*B=LY+BFMO/W6&R.>IX//7ZW[K0O\`;?\`E/\`A3W6A?[;_P`IKDGW9!:" M8JPK<"%$@@CYJB/6'_\`;N_SS5$]*X6-+QKKN6IVV3V)(.17M*4J29NT*QZ=F7.X/)9B1LK<6?`8'`\R>@'B35/T-:9NL-0 MGTA:@8+:5`HLL)?(CL_[0C[I7G[2?+'U&E*4JO:,_821_O*=_:G:L-*4I2E* M4I2E*4I2E*4I2E535-BGS[A$N+*6[E'B#<;1)5L;<7G(<2KIV@\`L%/\$]ZI M:SZ@@WGM6F2XS+8P)$.0G8\R?WR?+R4,I/@34K2E*4I2E*5\O])G[<]*_P`7 MG?T-56KU"Z\E:U(; M<"EIL`*\,>.*\U=^UB7_":_K45^@:4I2E?+_2-IVVZKU3$ MM<\*XM;SC;B#A;2NV:`4/RC'C5<$_0*4J#UE!]TM%WF(!E2XBU)'[Y(W#\J:\T7.-RT59I15N4J(A*C^^2- MI_*FIVE*S90''FT$X"E`$^54QJ+[Z&JE06E+7HNS2-SR\X%PDC[48ZH']'\( M8^PH0EM"4(2$I2,``8`%94I2E5[1G["2/]Y3O[4[5AI2E*4I2E*4I2E*4I2E M*4I536TFX^E%I82DHM-L.Y0Z]H^O@$^Q+1./WP-6RE*4I2E*4JH:ZTC*U&B! M-MDAEFZ6Y:RSZP"6G$+`"T*QR,X!R.A%4_[%==?)=E_&"_\`+I]BNNODNR_C M!?\`ET^Q777R79?Q@O\`RZ\.EM=!)(M5E.!T%P7S_P#;JGW*1=8UVC0];V:5 M9;(EU+K\F.V9*7=J@4HWIX2DD`D\GCIS7WFR:IL6HF>TM%UBS!C)2TX"H?.G MJ/I%2]*4I5%O2@?2*$^*;/D\=,O\?T'[U1^I--V_5%H7;[@WE)[S;J?CM+\% M)/G[/&JK8-27+35V9TMJ]Q)4L;;?=,]R2GH$K)Z*Z#)^8^!/T&E>*0EQ);7\ M50VGYCP:H_HK66=,2K4O.^V7!^,0>N,Y'])J\TI5(U5/'UFQ62#IRRQ;5;60U%C("4#Q/F2?$D\DU(TI2E*KVC M/V$D?[RG?VIVJQK'6-Z:U,NP6%<:*8T=#\J7(9+IRLG:A*,@=$DDFH+[(=@]3R=46-]V?';8N$*4N)*2U^MJ6D`[D9YP0H'!Z=*M-*4I2E*4I M2E*4I2E*K&C1ZVF[WHX)N-P<+:AXLM?`M_00V5?\56>E*4I2E*4I2E*5XI*5 M)*5`$'@@^-4V]^BO25[=,@VP0IFW(/%NNJN$/H\$+)Z*'3GYC MX$_0Z51M+_J#TD:OMO1#Y9GMC^$.]^50J\TJMZQU,K3UO::A->LWBJ2>#5CB36IC>Y!PH?&2>HK>2$@DD`#J31*TK3N0H*'F#FO:4JO:,_821_ MO*=_:G:^>:@_ZT;_`/Q2'_0Y58U!%9>O,9V7;'YT80GF]K3!2$@'&>O2KKZ)?^AZ MF_WV[_5-5]#I2E*4I2E*4I2E*4J*U+<5VG35QFM?K[;"NQ'FX>$#Z5$"MUEM MJ+/8X-M;.4Q6$,@^>T`$_2>:[Z4I2E*4I2E*4I2E*Q6VAU"D.(2I"A@I4,@C MYJI-Y]$VD;N]ZRW`5;9H.4R;D6[(V MNX\@X#R?G(^:LF_2Z;0XF/K/35SL3A.WUC9VT;O#L-HD7.>YLCL)W*\U'P2/:3P*K&CK/,N-P""H\UZW*?:0$ M-O+2D>`-3<2YQTQ&P](':;>]G.?^CI_G_\` MM7-H9SM=.N.8QON$U6/+,ERH35VAKE<+\;[89<5N4ZREB3&F!79/!))0H*3R ME0R1T(J!^PS7O^QTW^%/_P"77)<].:WM-JF7&2SIWL(C*WW-DE\G:E))QW.O M%:K'8];7^QPKM%C6!MB8T'FTNR7@L)/3.$$?EJ0&B]>JXV:;1G[;UA]6/HV# M/WZO>C-+C2ME7%T M&OC=[]'6G+EK*[B,PNVN1VXW9KMZNQ+:U!940`,<]WP\*Y_07GD_.:R;])3=O=2QJBQW"RNGCM5-EUDGV*'/\`35KB7ZTSX+DV M'"5'LR%8'0UA?])ZMO-SL< M]FUV^.[:Y?;]ZXE7:).-R/UL8SCK4M.>U#:H;LV;IY*HC*2MTQ)R77$)')4$ M%"=V!S@'/D#5-A!7I'U&FY.I5]B]K=(B-J!`FOCJX0?M1Y?1XFKC?;[$L$$2 MI?:+4XL-,LLIW./.'HE(\3_14']G$G]REW_GL_7I]G$G]REW_GL_7I]G$G]R MEW_GL_7I]G$G]REW_GL_7J3L6J(M\D2(GJTF%.CI"W(LI("MAZ+202%)SQD5 M.4KT=1\]=>@/VKG^/S?[2Y5GI52])\CU7T9:A MB+%'`QV=O821C'.P9XJ"2E/QB"584!XXS7@A: M.+!>"%;4N):([21N"U#*1MSNY'(XKMB:\#@C!5D$'P M-7'T;295NU=,T\W*?=M9MXF,LON%PL+[380A1YVD&'%): M_6TK*U`'O*)5CGH`*KD^R:4MSK33UE2MQU*UI2RPXX=J<;B0#T&16LVO1@CR M'Q;XRFF(Z)*UI2LCLU9VD<\]#Q7J;5HY<@,(MC*G2MQ&Q+:R1V?QR>>$CSZ5 MLM]BTM=,CSID>=*4I5!5M5K'42DYW!<9"ACR9S_\`E79M M5]R?O5BXR'6U-N-!;:N"A2ZI*MI(X"D M^W/'U&X^*#WT M;-IY\MQK0W/ND25%]<=>;AO3D-I7,2TAQ2.R65`[>`-P3@\&K0A:'$)6A25H M4,A22"#\Q%<]H_ZR6/\`<[W]E?/?3:^6O M17=&TG"GULM#GKEU/W^`:O<)@1H,=@#`;;2@`>P`5OI2E?+_`$G=W6&DUJ!" M"U-;"L<;BEL@9\R`?O5$+1O0I)SA0(./;5=BV>[)M:;7)3;%Q6(JX[2BA:R[ MQA)4.-@QUVDYKG9TY?0"NB3;9UWUIIR%;;LY:I2_6E)EM("U(`;&1C(Z] M/IJZ^][JW_ZF7;\&1]:GO>ZM_P#J9=OP5'UJ'T>:M((]\R[?@R/K5BCT9W\( M`7Z2-1%7B0H`'\M9>]I??_J/J/\`GC_&GO:7W_ZCZC_GC_&M;?HHN`![7TAZ MK4?#9+V_XU6!Z/W%WR\LC6.I-T>0VTMSUKO.'L4*RH^.`K`]@%>K]&&]94K5 M^HRH]29->H]%[:597JS4BAY"7BM,_P!%,61#?"-07QQ]32DM^L3-R"K!P%=W MXN>OLJ[Q?2?8K39HJ=1";:IC;:6WVGH3I2%@`':M*2E22>00>E90?2IH.1VK M=OFK=W*+CJ8]M?5DGJ5;6^I\SUK2G77H[M:6VDLB&EUX+;0+,\WO='0@=D,J M'LYK*\^E73P@3(EO%PFW,QUJ:A-V]Y+BN#SA21A(\37QG1]Y]&J(L>+=K*F- M/0A*'7Y:5/-K6!@J_>Y/AMXJ]WZUQ9,*TW?2\.'+9@2%.+9MR49<;6@H.W;P M2,YP>M1WN\?D2_\`XK6V&DM,V"^-MH&$H1:G$@#V`#BI72T6;/U0Y>W8$F%# M9A*B-"4WV;CJE+"BK8>0D;<9/7-7BE>CJ/GKKT!^U<_Q^;_:7*LQ(`R3BO$IU"?6KS&;5E0'=RHDGR''6OH+-R@OO!EF;'<=/(0AU)5CY@: MZJ4JNZNUK9]&6X2;D^2\YPQ%:[SKZO)*?[^@JD0](:@](TQJ]:V+3Z/+'C_2K3R;:U=PY( M4%/R'X$EQUTCIN4I.<#P'2OHUFO=MU#;47"U2T28JR4A:]/N$EN-%93N<=<.`D?_P#<`=2:KC+NH]41TN)3[A6MXY22 M29SC?AP1M9*O^)0'W)Z6&V6N%9X2(<".AAA))VIR22>JB3RI1/))))\:[*4I M2E*4I2J/J7T>>ZUY:?V\)4I)(.X#C(/0"H?WL]2_NP MB?BSU+^[")^)Q_F4][/4O[L(GXG'^93WL]2_NPB?BDVTB4N%98)3GV)!_I)JX1(L:`PEB$PS&9'1ME`0D?0* MH]E4K6>NI&H5J*K39R8MM!)PX[]NZ/[O^'RJ3UO8)5RC1[O:%%%]M:NUB+'5 MP?;-'S!\/;QXU#.:I7!8*'76``MMT?&2M/17T\X(YKY]*TG> M-!3"])=G1XN<(NUJ45!/EVC9(^\2/IJZVC5NL&(0EH:A:LM@^-(MZMDA'\-& M,@^PI^FK%9_25INZN".Y+7;IF<*CST]DH'RS\7\HJW!04D*2K*3R"#D'YJ9] MM*4H.HJCV'T@3K`B7`$1F0PW<99&Y12K!>4<#'MSUSUJ1U7K^-?=/IA1&'F7 M7'$EX.`8"1SP0>>0/#I4!=-:7NZJ<"Y:F&7$!"V63A!'TY//SU1+^2]<;,TH MDE4O<23Y8\?IKZ/H74%IT[)ER9[#RGW$I0TMI`5A/50ZCJK[6VOM&TKVE M.X`X4,$?/65?/]6>D8Q+E]C>E(GNQJ1SCLDII9O&IG.3)ZQ;):W[A-4I+#(!5L05J))```')))``\S5=MEFN%_N+-]U*T60RO?` MM.["5`E1XZUOD>[$6,[(?UA=$--(*UJ+;/=2!DGX ME<5PE2T,/,3-:74(4TGM$AIO)0X2E/Q49Y.1QS7)!<38K1&C0]77.)#&Y++( MBH"N#E1VEO=XY)Q]-3#(O$EAM]C6-S<:<2%(6A#)"@>A!V57VY[OH[U8U<9$ M]V7;[PXI,U*VTI4E0P>UPG@D;L\`<9K[&E3;[(4DH<:<3D$=Y*TD?E!%46[^ MC=MJ:;OI*:JR70<[6R>P=]A3]K]XCV5#2=0P7Y";/Z3=.LQI*NZW<`WEISVA M:>4_02/,"I%K04VV-)F:(U2_%8<&]$=]8?CK'L(R,>W!K/[-=3:=[NJ],N+C MC@S[8>T1\Y3X??'S59K)K'3^H@D6VZ,..G_4+.QP?\)Y/T9JCK/HRU^I6N/A2N7I#G>=>5YJ5X_-T%<>I?23I72I4W/N;:Y0X$6-\*Z3 MY;1T^DBJN=4^D36`"=-:?18H"^D^[?KA'FEO_P!E#VUT0?0["ERT7#5]WGZC MFCG$APH93[`@'I[,X]E4AM^!I*X7*QW)QJW*8FO.,)=&Q#C"UE2%(/0C!Q@= M,8K&9?=+3V.QE72WNH"@H`O8*5#H01R#[16N/==)1"P8]QM[98WELA_D%?QC MG/).!DG-=GV5:?\`EJ#_`,X5<_1.P[(>U!?$H4(%P>91%<4".U2T@I4L`_:D MG`/C@U]*I2E*B]07CW$M9DMQ_69+CB&(T<+""\ZM02E.3T&3DGP`)J&9TA/D M(5-GZBN+=Y=.Y3T%XH8:'@VAE6Y!0/-0*B>21T&YO2#CDAAZY:AN]Q[%U#P: M=6TAHJ0H*22A"!G!`-6>E*4I2E*4I2E*4I2E*4I2E1.J2^G25Y,9U;4@07RT MXVK"DJV'!!\#FJK:(D>#9X<>(RAEA+*-J$#`&0"?IR2<]36^8H(@R5DX"65D MGR[IJI^BU!1Z-;7E.TJ2ZKIURXKFH'1:@O1UKV$*VL[3MYP0HY'SU)7:&[.L M\V&T`''V%MI*LX!*2!GV57YNDY1+QAJ*M[<4`/R7,[FG"I7>Y*001C'3V5T- MVN]QY$>=':B>LMM.1U-/2G7$E"E!04'"-V:/786@,^SGH?.NK1TV3IF]N:'NSJEI0" M[:9*_P#7,\]SYQSQ["/*K_7-/M\.Z0UQ)\9J3'7\9MU.X'V^P^TE[M MH!F3>M)7!:K:U\-)M4DE:2D=2@_-\QQXFOHUMGL72VQKA%7N8DM)<0<^!'0_ M-T^BH.]Z`TU?RIR5;6VI!Y]8C?!.9\^.#](-07V-:VTWSI_4"+I$3TA70=[' MD%_^Z:S:])@MKR8VK+'.LKQX[;8765?,1S][-7.V7>W7E@/VV='EM>)96%8^ M<=1]-?(D.H?DSG6U;D+G2%)/F"ZJNVT66_ZAB*F66RO2H844)D+>;90X1P=F MXY4`>,XQ4A]@^M?W-C\8,_XUP.>C?6[E\9N!T^C8TRIL(]?9SDD\YS[:[_L' MUK^YL?C!G_&N(>CO74J>!=;"9%GW!:[.FY(./OUK M]0A_]E8_Y:?\*>H0_P#LK'_+3_A3U"'_`-E8_P"6G_"MR$);0$(2$I'0`8`K M*E*5'WN[,V.T2+@\E2PV`$-(^,ZLG"$)_?*40!\]1=GTZ\J4S>M0."7>0G*$ M_P"IA9'*&4^'D5G*E>8'%62E*4I2E*4I2E*4I2E*4I2E*55->RBJT1[,TLI> MN[XBG!Y#."IX_P`Q*A\ZA7.``,)`2!T`Z`>5<5Y<#5BN+A!(3$>)Q_`-0GHY M;[+T>6-."/O51M!+58[I=]&R%D^HNF3!*OMXZSGCYB1]\U>Z5 M@\RU(94R\VAUI7QD.)"DGYP>*IMR]%U@ER/6K89%FFY[KT!PI`/\'I][%?)$ M/W:SR)$1#T2X(:DNMELN!#Q(6H$XSGG&?'K7Z9]&R0GT:Z/FJ,BZ MFO: MHULD.1O3E>H[2MK4E#7:I`X40PD@_/QUKZ;2E*\6M+:%+6H)2D9))P`*ISWI M6T.P\II6H8ZE)."6D+<3_.2D@_?K7[[FAOEYO\'=^I3WW-#?+S?X.[]2GON: M&^7F_P`'=^I5ELU^M.H8AE6BX1YC(.U2F5[MI\B.H/L-2-*55PA6H=7*6XG_ M`$=9'-J$G_6RRD$JQY(0H`?OED_:BK12E*4I2E*4I2E*4I2E*4I2E*54?2%% M6FR,7MA!4_9GQ,(2.5,X*7D_2VI1^=(K2E25I"T*"D*`*5#H0>AJ*U2X6M(W MEQ.,I@O$9_@&N70R0C0=A`&/U$V?OC/]]6"E*4I5(U\.TO&C65'N*O*%''F` M,?TU=Z4JB:_;6W$/-(=:6%MK2%(4 M.B@1D'[U94J$U9>G+%IY^6PD*E+4EB.">.U6<))]@Z_17RA-KB>J".\RA_CO MK<2"I:B);>-BQA:0-V`DYY`XK4$>BE,-Z&)^G@P^4*=1Z\COE!)23W\DC)P>OA4G;- M2Z`T];3%MU^LD:*@J7V;]8^DU^\Z6N#4!IUQ*HZY;?"TM M(">T/&0%8.!Y$>=7Q,WTO0!W[9INZHQP6'EM*/\`.(%/?!UE!'^E?1MHXK9\GPIK_`-0% M1OI,U#:KEZ-KDBVW>')+JV&U"/)2LJ0IY`4.#G!!(/LJKRY<:T1-R@6V4J#3 M;;2,DDG"4I2.I/E7,SJ"&[(:8*GVGG%K;*'6RDH6E.XI5Y';R/,5KB:DCSUH M3$CW!X*0A94A@E*4KSM*CGC(!/S5LCZ@AR9;;#1D$.K4VT\6E!IU2<[@E70] M#\^.*F-'`1?2DSV'P8F6QXR$IX#A0M&PD>)&X\]>:^P56;GJ6X-7YRTV:S"Y MN1V$/2E&4&0UO40A(R""HA*CCC``\ZD[#>6[]9VIZ&7&%*4MMUATC>TXA12M M!QQD*217#8WD#4VI8J5).V0R^0%9VE;*1@\\?K>?#K5AI2E*4I2E*4I2E*4I M2E*4I2E*P=;0\TMIQ(6VM)2I*AD$'J*^;:8"F+6];E*4L6R6_`0M752&EX03 M_P`)2/HK3K=6W0E^.['ZA<&PC'_O53]'$]]%L MEZ,96?MFN>S5\V,CYL5=:55]<1D/Q+*ZZ"66;S$+J<]4*46S_P"N MH356D)>F7@M2TNPG5E++H//F`H>>/'I5#O-T]7<1"B,HD7%WA""D'8/NC6RT M61FVM*6]M>ENG+KJ@#D^0]E;+K;6ID%P)93VS:5*:*4@'=CI\QZ$5$Z?<1$D MFV/)2IMU`D1%J2#N0H9*?G']QJR=DU_LF_Y@K,C/7FKMI/7%XC3H5K<4W*C. M.(92'>%-@D`84/`>1S7V/`KPI!&",CVU%3=+V"XY]=LMND9ZEV*A1^_BOF_I M,]'ND[1H^3=[=9(\2#[39"6]J=@2D$Y^(5#)/C7KFF5MWE, MV*8'9H0PA")$=2U-AL8&TA0`^]75;+3/MJVHZ;BA5N9*RVR&,.*!)(2M6<$# M/@`3Q5@TK_UHV[_=.VIUQ1\$I&3^05"Z.@/L6E MRX3V]EQNKIFRDGDH*@`AO_@0$)^<'SJ/DVJ_QKY<8EE4U%@7-293DY0"C%7C M8X$(^V6K:A0)[H.XG/`-BLUEA6*"(D)LI25%;CBU%3CRS\9:U'E2CXDU(4I2 ME*4I2E*4I2E*4I2E*4I2E#T-?/+:A3/,J2*FK,V&K%;FTDD)B,@9_@"NVE*4I5'U/ESTG:);&!M,IPD_P!Q^2KQ2 ME*H&J#]BVN[3JA/=A3O]'7''09^(L_-CK^]J_P!*KVMD]KII45`*I4J3'9B( M`Y6]VJ5)'_E)/L!KH]*5^$IIC1]E9,[44UQ*VF4?%CI!SVCA\!C/]/3K\S>T M9)T=-<8G@O3'>\J80U8[IS M]\?14O8O1Q:[2MM^4MXE(/B.,<]#BNV)J&WR(#4EV2TRI8[S95W@KQ&.M=L6;'F!18I?W81/Q./\RGO9ZE_=A$_$X_S*L.D="ITY,?N4VX MN7.Z/-AGUA30:2VWG.Q"!G`)Y/)S@5WZHC^Z"[1:W%8C2YR?6$XSO0VA;NSY MBIM(/LR/&K!2E*TRY<:!$=E2WVV([22IQUU02E`'B2>E1=HU?IZ_-2';7>(D MI,9.Y[LW.6T^9'4#CKTKGB:\TG/ELQ(FHK:](>4$-M-R$E2U'H`/.AUYI-,T MPU:CMB9(<+1;5)2%!8.,6()CW**Z)Y6(A0X#VY1G=L\\8.?FKAG:XTO;;I[F3;]`8F9"2TMX`I)\ M%>"3\^*W775NGK%*3&NMY@PWUH#B6WW@@E))`.#X<'[U=]MND"\P43;;+9EQ M5DA+K*PI)(.#R/;7B+M;W+LY:D36%3VV@\N,%CM$H/VQ'7'(J,G:XTO;)SL& M=?[=&E-$!QIV0E*DDC/(/3@BMUSU;IZS=A[HWJ#%]81VC)=?2D.)^Z'F/;77 M:KS;;Y$,NUSF)D<+*"XPL+3N&,C(\>17MNN]NNT1 MH)'E4?:]9Z;O=Q7;[9>X4J6C)+33H)('4CS^C-3M*4I2E*4I2E:94EB%$>E2 M74-,,H*W'%G`2D#))/D!5`L[KLM,VY+;6TW<):Y3#3@PM#12E*=P\"0G=CPW M8ZU!>E%PM^CB\$#.Y+:/ON)JU1D[(C",;=K2!CRPD5MI2E*52+V.T]+FE4JZ M-PY2TCVX(J[TI0#)`'4\54KC:[QZ1[%,@VZ%'B6APJ0F=.)4MY:%$`M-I/=& MY/QE'IX&HO2&N5_8^&K[;Y[#EN5ZG*EI:+S8<1QW]F5(.,=1@GQJW0K=?]5` M+';V"T*Z.K2!-D)_>I.0R/:AM#1])1'7Y#ZI][FG?.N#I)6ZKK@$\A(_+U/LKGI;2 MH2+6YCN['1GVY2<59=$Z6CV*&)C4MY]R8RA2LX2@#&1@?3U)JV5HDP8DP8DQ MF7AC&'&PKCZ17QR78;1Z//2HQ)D6V(K3E_/9)*VDE,.3X`9^*D_WG[FK#KCT M6P[K%$ZP-B!=F`2@M<)<'BD@\?1T_IKA]&%[-E9?L^H6%VV:_)/8..I*69!2 MD!24*/`4,?%//EFK4SJ6]7EYZ1IZT195J;.U$J7+4QZTH=2T`A64>&XX!\,C MFNN#K*W/3T6RXI=M-T5\6).`07/_``UYV.#^"2?,"K#FJI>=9H1+=LVGF/=2 M^!0;+2$J+,8G[9]P#"0.NW.X]`*Y%>CF-=X[SFJIS]ZGNM*0EQSX-J-N&,LM M#A)'@HY5QUKOT-=Y4ZTNVVZ*S>;0[ZG-S_K"!W'1[%HPKYR?*K12E0-W=WZG MT_&0DE8>N!&=>92)0;WI:<[1) M0I0Z;=P&<\54/7IC&J9<&],VB?<7;%)+-TMBE(5V*1REUO)`R<$'IY>-=/H\ M]?39=-EZ_P"G51?5&`(B8H$GEL;4[^T^,#C)V\\\55;@S?\`WM=1NICV1=E$ MZ;VJG$+,L)]94%%)^)N'A]%3>K)CNC+M/-M[12=2VEN/#SRHS4;6D?26W`?^ M"I>?:6;#JWT96F-^M1!+92?,B-@GZ3D_37'HJ7IV+Z)IZ-0*CEU"Y0O;3I`< M4]O5N"AUW$8V^/3%<[^\Z]C>Y$Z!:6/L:B;$WA@ND-]JO:D@K!"@,9R37TJR MO=E86W),Z#)4VE1>D0TA#)P220,G&!UYKXO#NTV/=(>OW['/:9D753K]Q66^ MR]0=`90G&[?A.$*&1C.?.IV2SJ-RZZ^7:(]B=BIE'M1<4+4LGU5O(3CC&//Q MJ-M;:D3]&IM-R@P4_8NI0=NK0=2076R4XW)[V3Y]`:N6H+W+LOHTF*:FP9]V MD*]2C+MR`VA;[IVH"4[CA0!SU\*JE@]7TXY?M.W.U7"S6:XV8O)2[L4X5,M! MM]2`VI624[5^>0373;WWK-%?E MYK[%2E*4I2E*4I7SR_7`:KOB[0P=UEMKH]>5]K*D)Y#/M2CA2O,[4^!J0Z\F MJ9Z5`5:`F-A6WM'V$'YBX*N>-O=\N*4I2E*I$W"_33:TCDMV=U2N.F5*`-7> ME*P==$=EQ]1PEI)62?``9_NJ3T#',;0%A0KXRH33BOG6-Q_*JJ=(SH?TU-2! MW+3JM'9N>"42T]#_`,61_//E4MK?6\J'.;TMI5E,W4\M/">J(:#U<2`3R$Y^_U/LM]<\V#%N,5<:8PV^R ML=Y#B<@UN;;0RTAMM.U"$A*1Y`=*RI4%K#3,75^F)EGE8';(RTYCEIPW7R`N#=(3,N,OXS;R`H9\Q MY'VCFJ\WZ,=*-#`A2R/`*N,DX^;+G%6.V6N%9H#<&WQT,1F\[4)SU)R22>22 M>23R:[*J=[L]VAZB1J/3K,9^2N/ZO.AONEH24).6RE0!`6DE0!(P0K'E779= M61[G/5:YD*7:[LAOM##F)`*T]"IM224N)!\0>/$"K#4=>[U%L-L7-E!:P%); M;9:&YQYQ1PE"!XJ)X'^%<%GMUQ>NKE\O*6692V!'8B,**TQV]VX[EGXRR=N2 M``-H`SU-@I2E:I,5B;&"*CK9IBQ65MYNV6>#$0^ M-KH982GM!Y*P.1[*YX^BM*Q)+4B/INT,OM*"VW&X3:5(4#D$$#((/C4D;3;C M`>@&!&,-\K+K'9)V+*CE1*<8.223YYKUVUV]X1`["CN>J*"XVYL'L5`8!1]R M0..*S=@Q'Y4>2]&:1T.2.HK92G8ER3&0XH)ZX!4#QR?OUOBV6UP;:NW M1+=$CP7`H+C-,I0VH*^-E(&.?&LW+7`=MGN:Y"CK@]F&O5E-@M[!T3MZ8X'% M9-6^&QV_9164>L'+VU`':':$Y5Y]T`<^`J.?TAIJ4Q'8D:?M;S49!0PAR(A2 M6DDYPD$<#/@*W1M-6*$RTS$LT!AIE_UAM#49"4H=QC>`!PK'&>M=;]OAR9$> M0_%9=?C[NQ<6@%3>X85M/AD<'SK@MVD]/6BD[8K2\9I8SVERC)"?/O'C[U71?QU?.:\I2E* M51^7/3>/#L;%]_+G_O5XI2JVU`?](LU<-E:V=*L.;94EM1"K@L'EILC_`%0/ M"E>)&!7U-EEN.PVRRA*&FTA"$I&`D`8`%?(_3'>(U\;:T=9HKMPU&AQ,Q'JY M_P"A[.2I1\"4Y&/:#Y9F/0Q!M*M&-WR,IR1=+BI2KC*D'4MB2RKM(LQD[78SG@I"OZ1T(X-0-GUG/3'?A72RW&3<8+RHLEZW MQNT9<4D`A:3GC"<^*JMU*4I7!=I#L:*E;2MJBL#.,\8-<5NGR7YJ&W'=R2#D8'E7R.;>U.W M#5P=U+JEJ\1KE(:ML.WAUQDA('9IP$%/QB002.*G+^YJ$38#^ICJ-FV&V,E3 MFGUD=A+QETNA'>(!Z=4^RNRWWV8_8J:F1):26TR@AHE.]'W0( M&0?$&OJ%*4I2E*4I2E*4I2E*5XI02DJ40`.237SZ7A4I1'Q17?2J;Z1#NB:?8`R7K[%2#G&.2:^JFS1"2<+Y M/W=/<6)Y+_GUID61M24]@K8<\[B37!,MJX;0<4XE0*MN`*X:4JD0P%^FFZ*4 M8[;(;JF;"THMSYK9P9"AU8:/EX+6/X(YS7T>%" MC6Z$S#AL-L1F4!#;;8PE*1T`%4+76NIK-R1I'2+8EZEE#"E#E$)!ZK6>@..0 M#TZGP!F-"Z%A:,MJQVAEW64>TFSW.5O+ZGD\A.>@^D\U5M,__H?TN7732L-V MN^@W"WCH$N_;H'WCQY)37U:E*4I5*]+G_5?>_P"`U_6HJA7N:NVVB?-;2E;C M#2G$I5G!(\\5!2]3R;9#9E260^A;RD%+<1UE6`V5*(2):HRD.+(=PD[5*S\7. M?M>I\ZG=/<>E&Q$<$PY@/M&&Z^R4I0]*K&E$@7;5F"5)-WR"1CGU=C('TU9Z M4I2E:)<1$QH-N%0`.>[6B-:F8SX=0MPJ`(Y(KDL&GFK`Y=UM/K=]TK@Y.6%` M#8I82"D8\.[4;=M(W!Z^O7>QZCDVA^4VAN4@,(?;,@K MYF[+EZZ8;E3%&-I]T;V("%=^4CP4^H?:GKV8X^Z)Z5-,L_K;#*$I`PA"$@`` M>``Z`5V>Y4W_`&/_`)A7,XRXTXI"T$*2<$54=9M=M=]&L.`]FN_L%0QUP"17 MUW->YI7+.A^NLI;W[,*W9QFH:3:9#*P&P74D=0,8J/I5(LA#GI=U2I(SV<*, MA1QT.$G'Y*N]1'92=67!ZSVU];$!A6RY3V^H\V&E?=D?&5]H#YGCZ%!@Q;;" M9APV$,1F$!#;:!A*4CH!5%UKK6<+FC2.D4)E:CDI^$0,]!_2>:[[WJVP:;4VF\7:)#6YRA# MKF%*'F!UQ[:^5>E/5^EKS9H5UL>H8:[Y9Y*9,1*%'/!_X:NL#TN: M*E6^-(>OL2.ZZTE:V7%'.H/%='OJZ&_=+!_G'_"NNV^D+2-WG-PH. MH(+TESA#8]!=?<);EA41A;9#?9#O*("-Q5M`)X&2?FK5]C]N]TO=#U0^L;^USN5MWXQOV9V[O M;C-2>EP97I4MR&>^84"0Y(QT;"RA*0?:2#QY5]DI2AZ57-'!+D*YRTD$2+K+ M5D'.=KI;'Y$"K'2E*4K@O%YA6*$)<]Q3;)6$92@JY/3@?-47;]<6*Z3V8462 MXM]XX0DLJ`)P3U(]E1\K6=UDW6X0]-:<-V;MSG82GW)J8Z>UP"6T9!W*`/.< M#->2/2`'+995VNSRY=TNX68]O=(94WL_7"ZH_%2D\9P<\8J2T_J&XW&=*MUX ML3]KFL(2X,.=LPZA1QE#@`!(/4$`BHO2WI!^R2]^H^YACM/,O/QW!(#B]K3O M9*[5``[,D]!DYY\16"-:ZAG3KFU9]'JG1X$QR&7STD1SAQ*&T!1""?BDY MQGJ*I\]F-;U,H`KD=%F`6XNX7M1"&E@>NR"I M?:DA``W9*B0>*TO1;*X8RW/=]V2B26VF3(>+S;H3NR`5<';SD&NF0_`B\.S= M3!26@\\A,R0I3""3@N`*[O0\K7=KF5PQVKL:3,6\T^@$;DJ2LG!QG!'(-?>F70\RAU((2 MM(4,^1&:S/2OFGKMZNTR0G3<"),C0UJ1(D2GU-(=4G'T$'Q!!JKZ8^$])^MG.FWU5O'S(Z_DJ M9U7.EM0H]KM:RF[79X1(BAU;SRMSYD)R?O5]$LUJBV.SQ;;#1M8CMA"?-7FH M^9)R2?$DU1-<:XGNW9.C-&)$C4+XP^^.6X"/%2CX*Y^CCJ2`;#HC1$#1=J4R MRM4F?(/:3)SO+CZ_,D\XZX']))-6@]*^%H`EZLU//?`ZCL8.*&2EML)"4 MC/0>RN[:"<8'WJAAJ:V*9#J"ZM`;2XLI:SV84K:G=Y$GH.N.:DFI3+TN5&1G MM8RDI7I^.E2SDAMQQM. M?8E*@!]`K7[T>A?D%O\`"'?KT]Z/0OR"W^$._7I[T>A?D%O\(=^O5AL6F[/I MJ*N-9[>S#:6K#/T]JZ?;1.FL17HURA6\`K;0XH*26P3WRG`!&>>HKDLL34Z MKU>IEM9OT6'(M3OJ*+U*+F)>[*5=F5$-CG`!\`:K]HM=[MMW@R[-8]1PF'7( MZM0F0E)=?=0O)6VHJW+"B5;\<%/09KI^QV`Q?;^[>]!7ZZ/OW5]]F3$.&U-$ MC;CX5/D?"OLL5TOQ&72RXR5H2KLG``I&1G!QGD=#6VE*4I2E*4I2E*4JLZR1 M[H1K?84D?Z3EH;>&=:7M+2GF@')L1Y0EF2&WFUK:2"V4E(!7G&3GK7 M2W9+C&67(5QB15NLH9?"(Q*4[,A*FP5=TX.,'(\:R=L#[GK$83V_<^3)$EU" MF\N[LA2DA6<8)2#TR.:RUE,CQM+7$/O(0I]HM-@J`*E*X&/Z3Y"OOD-.R$PG ME!I+P2/@W`K! MPM/3IRDX\!5`TI+NJ=::P>%F2^\N6VEU+=P:`:PE6`"O:%?.*N^E[?(D:ME: MCOC+<$L,");HKDIIQ2$GO.N$H44@J.$CGH/;6K6NNI3]T3I#1[K+M\?3E^6I M8[*"WXJ4>F[G@>''4X%6#0^A[?HJU*8849,Y\]I,FN?KCZ^I)/@,DX']))-6 MFAZ5\+B?L[J<>/NY)_\`QKN'!!JJ,Z-5&MRHD::EM+S0$GX,D+=2O>AP#/!\ M"/$5-VZ"_&?FRI3S;LF6XE:^R04H2$IV@`$D_?-:]2?M7N_\2>_]!K[38/VO M6W^*M?\`H%2-*4I2E*4I2JSJR%(CJC:CMK2G)]LW%QE'63&..U:]IP`I/[Y( M\S4_"F1[A!8F1'4NQWVTN-N)Z*21D&M]*4I2E,4I3`\J8'E2E*4I2E*4I2E* M4I5>8VR]>S%K))M\!IMI)'`+RUJ6?I#2!]%<>H)5RN.J;=IZTW%VWE+"YTV2 MTA"E!OXC:0%@@[EDD\=$>VM,ZP:K>@N0WKK9;Q%=&UQBYVPIWCVEM>/_`"U6 MD^A:'.2/=!-IA(/5NU0-JA_*.J6?I"174H//(0 M@;L>:TU<87H[TA;E.+B:>@-J<0IM2NRR2E0P1DYQD$BHVQ7;[#4HTYJ)[L([ M!4BVW*0L!J0P.4H4L\)<2G@@XR$Y&>:VP92=9:L@W6*T\JQVMI:X\AQLH1)D MK[FY`5RI*4;@%8P2OC.*BO2O*?=78;$EYQJ)<7WE2NS64EQMMO=V9(^U43S\ MU4=>G--,K:;7:K>E;I*6TJ:&5$#.!Y\`FM$BTZ0B241Y$*TM/.8VMK2D$YX% M9BR:5,MR(+=;/66T;UM;$[DI\R*UP[5I"XJ4F%"M<@I3N4&VP<`^-?0_11)D M-M7RS*?<=B6V4A$4.J*E-H6V%[,GJD$\>0KZ-2J%??1K[H7J3=+1>W[4[,(7 M*;#"'VW%@8WA*OBJQC..N*CO>NOG[M5?BIK_`!I[UU\_=JK\5-?XT]ZZ^?NU M5^*FO\:]3Z)Y%?2VT):;2VA(2A(` M"0,``5E2E*4I2E*4I5.M;ITOJU6GEC;:[EVDJV*\&G<[GF/FYWI'D5#P%7&E M*4I2E*4I2E*4I2E*4I2E*4KQ1"4DD@`Y20I)."2>M6VR:7C6:4Y-5,GSY[K8:7*FR"XHH!SM`& M$I&3G"0*G*4KPI"@01D&J>_HZ9:I_K6CYS%J0^5>M0WVE.QE$_ZQ#84-B\^1 M`(/(J7TQ8#IZUN,/2C,F2'W)4N44;.V=68\QR1;9,*.B0N* M^IQ3:G0WD%M2>I!\345/MEZ>1<3'C1PY<0TM6]Y"@T4HVEM04DA:>,C&.3X5 MK59+RG5+UQ0&NR>6I#B@XGEHI``2DC@]T!1\0!BN_3$.YV^(W%G,O)0TPA`4 MN<'DY3QW4!(VCZ3Y5?/19^S&K?XW'_J$U]*I2E*4I2E*4I2E*4I2H/5EB7?[ M&MB.[V$]A:9,)_\`V3Z.4'YO`^PFO=,:C8U#9V))"6)@RW)B%0WL/(.U:".O M"@?G&#XU-TI2E*4I2E*4I2E*4I2E*4I2JOK.?,,1O3]K;)N5X;>9:=4=J(Z` MGONJ/7NA0P!U)'3K4_;H+-LMD6!&3M8C,H9;'DE(`'Y!732E*4I2E*J6N])R M-21(4FW/MLW2W.J>C%X'LW`I.U3:L<@*'B.F!5(.GM=))'V/6]6/$708/WT4 M^Q_77[G('XU'U*?8_KK]SD#\:CZE!I[72B!]CMO3GQ5=!@?>15XT)I61IJWR MW;A(;?N=P>[>46AAM!"0E*$9Y(2!C)Y-6RE*4I2E*4I2E*4I2E*5!W31VGKP MZM^9:8JI2R#ZTA'9O@CH0XG"@1@<@U$HN4W1C[S-\D2IEB^"$>Z/!*E1RHE) M0^1@E(.W#FW[;O'C-7%*@I((((/((KVE*4I2E*4I2E*4I2E*4I2E5S5]I7.A M,7&$\W&N]M67X3SJMJ"K&%-K/W"QW3]!\*[].WR-J2P1+M$R&I",[2JI;]?=>8??\0D*41M;3@U]!I2E*4I2E*4I2E*4I2E*5547B_WFX38]GC08D2')5&7+F*4ZI:D@9VM M)QQSU*Q\U;5:;NLO/NAJFXE)_P!7"0W&3]\`K_\`-7K>@=-!T/2;8F>]_M+@ MXN4K_P"X5586FFV6D--(2AM`"4I2,``>`%9TI2E*4I2E*4I2E*4I2E*4I2E* M4I2E*4J+OFH+=IZ(F1<'BDN*V,LMI*W7U^"&T#E2O8*KWN/>=9$N:A"[;93R MBT-.?"OI_P#[#B>@_P"[2<>9/2K?%BQX,5N+%8;88:2$MM-)"4H`\`!P!6ZE M*4I2E*4I2E*4I2E*4H>E5?2"`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`,GI5.GW:WZFO=KMUMS< M&X]AG8A92"Y\4KWE/`)(QSBKB.!2E*4I2E*4I2E*4I2E*4JN:BT] M(F2V;S9I?J=[BME#:U#A'*2<[%$;T=$=>:+(E./2VV".6FW75.(0?:$J%6:E*4I2E*4I2E*4I2E*4I2E*4I2E* M4I2E*\4H(25*("0,DGPJF"[ZBU:!]CS:+5:%_%NLI`<=?3]TPUT`/@M?@&'Y\MPNR'?G6>@_>C`]E3M*4I2E*4I2E*4I2E*4I2E M5#6JC=I%LTFT3_I1TN3,'XL1HA3F?+<=C?\`Q&K5'M:I%Z MDI."U:VB_@_OECN)_P")0KCGQ=4ZK@.P),:-8K=('9OY>[>4MLGO)&S"$%2< MC.Y6,FK>RRW'8;890EMIM(0A"1@)`&`!]%;*4I2E*4I2E*4I2E*4I2E1-VU# M"M#S49Q+\B:^DJ9B16BXZL#&3@=$C([RB!SUJ/-WU0/U3]C+:HQX$=,]'K(\ MB00&_H"_I/2FG;/"FH\ED_HU7,4G*](Z@0?(H8/]#M8.ZQ?9("M):C.?N(S2OZ'*-ZS6M)*M,:C; M.>BH0.?O+->.:V2T1NTYJ0Y^YMJE?T$UZUK9AP'=8M1-X^[M3O/W@:]DC1A`/V3VOG_\`L)I[X^C/W3VO\)33WQ]%_NHM/X4FMPU[H\@'[*;+ M@C/,YO\`QK-O7&DG5;6]3V99QG`GM?6K;]F.F/W1VC\.:^M6Y.I+&M(4B\VY M23R")39!_+6QN^VAU80W=(2U'P3(03_36_W1A?\`:V/^:G_&MB)+#B=R'FU) M/B%`BJY==7?JU=HT[&%UO`.U:4G$>*?NGW!PGSVC*CX#QK7'T)!E!#^I'G;[ M,SN5ZVHF.E7DAC.Q(\L@GS)JSL1V8K"&([+;32!A+;:0E*1[`.!6VE*4I2E* M4I2E*4I2E*4I2E4N)HR\PKC.GLZH494U04\ZY`;6K`&$H&3P@!(_P"=1UO7`1\%,T\I6>BHKX']8:\;&N@GX1>G M5*SU2E](^]DUBE>O0YWH^FU-Y\'Y"21_,.*S\G'_VC6:) M>LNS`""!S6 MKU"'_P!E8_Y:?\*Q-M@J!"H<<@\$%I//Y*T'3]F/6TP/P9'^%>'3ME(Q[D0/ MP9'^%<_V'Z8_<[:/P%KZM!H_3(Z:=M'X"U]6M'V!Z0_@J/AHU#)8#\N3"B+<[PC(CESLA]RI96-Q'B0` M*Z/5;Q\IQ_P/].GJMX^4X_X'^G3U6\?*JWCY3C_`('^G3U6\?*< M?\#_`$Z>JWCY3C_@?Z=/5;Q\IQ_P/].GJMX^4X_X'^G3U6\?*/ ME./^!_IT]5O'RG'_``/].GJMX^4X_P"!_IT]5O'RG'_`_P!.GJMX^4X_X'^G M3U6\?*/E./^!_IT]5O'RG'_`_TZ>JWCY3C_@?Z=/5;Q\IQ_P`# M_3IZK>/E./\`@?Z=/5;Q\IQ_P/\`3IZK>/E./^!_IT]5O'RG'_`_TZ>JWCY3 MC_@?Z=/5;Q\IQ_P/].GJMX^4X_X'^G3U6\?*JWCY3C_`('^G3U6 M\?*JWCY3C_@?Z=/5;Q\IQ_P/].GJMX^4X_X'^G3U6\?*/E./^!_IT]5O'RG'_``/].GJMX^4X_P"!_IT]5O'RG'_`_P!.GJMX^4X_ MX'^G3U6\?*/E./^!_IT]5O'RG'_`_TZ>JWCY3C_@?Z=/5;Q\IQ M_P`#_3IZK>/E./\`@?Z=/5;Q\IQ_P/\`3IZK>/E./^!_IT]5O'RG'_`_TZ>J MWCY3C_@?Z=/5;Q\IQ_P/].GJMX^4X_X'^G3U6\?*JWCY3C_`('^ MG3U6\?*JWCY3C_@?Z=/5;Q\IQ_P/].GJMX^4X_X'^G3U6\?*/E./^!_IUSQI]PAWI-NNJH[J)*5*B2&4%&XI&5-J22>]CD$'!`/`Q MS-TI2E*4JMZ\6I&C)ZD**5#L\$'_`+Q%604KQ2@E)4H@`KNJ/PC2E)[)9QTW(6#]%3NH-03K/*T[&;1&<7#YUQWS6,FV:R18FT1PAVW"2TZM"U$NEY+24$`_%)4"3X49U9<9J M[X(Z+?'-J6W&/K+A"7I!0%+2%9&U(W``X.3GI4-?/27-M0U*6V(:U6F9'CLH M4%_#)=VY)(.!C>/GP:EHFKY\S5%RLB&XH>BSD1V\H7\*WV8<<43G"2$G@>.* MT6S6]QGS/<=Z-%AWGMCV:7=Q:D1R%[76\'/5&%#PKOTEJBX:C"`]%9CO12ZU M%1=MULMZ1&$]IEEIUA]1+9))<1*#"4C/W61]/LJ63J^SK6P@2%[GEH;_6 ME'8M:U-I2KCC*T*`\./FK@L>MXD^W-+F#L9J@DEE"3A>YQ:$[">N2VKYL>5= MOV96M=UNO4.\,A0"DGC[H5D=66L/OLI5(4ME\1CB.O"G=N[ M8DXPH[>]QX'6O+Q>7K;>+) M";90M%QD+96I1.4!+2W,@#K\0C'MK3$UE9YS06PX\=Z65-)4RI*G0[N"-H(Y MSL7\VTYQ4U$E-S8;4ID+#;J`M(6@H5@^:2`0?8:W4I2E*4I2E*4I2E*4I2E* M4I2E*4I4+>/V;T]_''/[.[4U2E*4I2JUK_\`:5=$1.@OQ' M%N(0\@H4ILX4`>#@U3KCI#2-Q5=%.3$,MW!A#$IMB0AM"D-*!'`'!!'7KR17 M;)LMBN-UB2W[RX]+8?;D1QZTCNJ"2E&$XZ84KCQ)\:\;TQ9%7MLH4YM4YVBN".H5CG'&!TK;+T'9Y<>9&5ZPB/.2R);:7.'RUC:HD@D*PD M`D$9QSYUY.T#:+@W>&WW)91=GVY$I*70,K;QMQQP!M3]X5THTC!;G39;[-1)2M2E;DE'[[N["D#V8Y]7H2U16&W4W" M9'5$0CLI':(!9V.+<"N4XZN+!SP0<8KIF::@/O(>=N,A4A;;"4E3R,N%EWMD M'E/BL\XXQP`*STY'AVZ!)7VT9A^:^J6ZAJ0'$M*<5@!*CC(W=.`"2<"M;6B8 MC6GA8DW*X>YP86QV6]L=U8(/(1D_&.,_W"O'=)0A^:;2W%5ZN^HID7),UX..MI((1M[A6DC[5'!R># MSFO(.FY3JWY;KS;$H6\0(TJ(X!N3R0YM"0E*DYVC`\^@.!+3[?!N"[;3Q@<5(5@ZZVRVI MQUQ*$)Y*E$`#Z:SK%;B&FU..*2E"1E2E'``\S6#,EB1N[%YMS;UV+"L?>K;2 ME*4K!QYID)+KB$;U!"=R@,J/0#VUZM:&VU+6I*4)!4I2C@`>=8&0RGL\O-CM M`2C*AWN,\>?'-9MN(=;2XVM*T*`4E23D$'Q!K*E:VWVGBL-.H7L5L7M4#M5Y M'R-9)6E:0I"@I)\0K.E*4J%O'[-Z>_CCG]G=J:I2E M*4I5:U_^TJX?R?\`6(JRBE1]^BRIVGKE$@O=A,?BNM,.YQL6I)"3GPP2*HBHVIFPS$7:-9%PTH4P06W"A*%(2H\*W%.]:K;NVQR=KO;*$CNE)"5;3DC'MK/4#U\<7 M\4CFJO:;==(;,8^YTE)$>$VI*HA4,">XI8(*3C#:MWF.",5*"=JEF25$W)UE M:WNVW1^4-)FA*2CNCO=@21Y@9ZBO9#VHO7E*;4_V:4RT1)+D(K*4EUCL]Y`W M`$=J,@YVI"L$@9[+\W/N6C;*5PI)E^Z,)UQM2"\IL(?2I2C@#*0D$YP#CR-< MC\:\:7?D0;6J:^T]V4M"FHVY/;+EY?``!"1V:AW?+)'.34?/MMX%CO4&.Q+7 M'=3/MDFBKI?`VAYX75)$U3-Q;;B%26 M&][FQ;6!N6".R!*=W=Y.#FN^^QKA)L%@==1(F-QIC#]P;[+:X\TE*N\6QG.% M%"R@?<],\5[<9*UW)$B"Q,C1)++J9$MB.0M3R$CLN",X`*^<8)"1STJ';=U< M^6U39-Q8=4Z&G41V$[$(,(+*DG8?_P!P-NYQHV3"5=53%M>YR9L@%E(<2IH*0XUMP#E9*%#YE`>%26L+EQ//8^Y3[RE12@MOI>5ZP1W?`!!.,@= M162I&JQ"G,/B7*S"DI8!8[X(0X6BM.TH[CDD#'7<2".@K%FXZD9C0F6&+BRI,,-.H$3"4+]2W)*$ MA&$@.C'/.[*<`8S,6]6H&KC9X[TN6\S.BH??4\A`5'<;P7$D!(X7O2GV;3YU MNDR[Y[N.(;]826[DTE#8;RRY#+8*U$X^,#OYSG(2.AYUV%,^V^CJWL-QGTW- MUM#*NT:4%(<4<%:^,@)'.3Y"HN&Q?+&Q)L$5F4Q':N4=R,_'0IU*8KJ\NH"E M)ZH.\D^`4/*M4>?JV(PI;WNG(1V*>UW1LK2E,LH4I`"1E98PK`Y/4#-=DF1J M8*<7`D7"0&K6Z]'2Y%#0>>[100E6X9SL(X)!.`2!DUJN4S4#D!#EJDW=;:VY M:T;H1;<2H,I+22%)*OUS(&<9R1R`#4O>VYCD_3%S?8>>@1EK5%;?AKD17&HQ';S00!O21T("`,@`CC[W"QAU&672Z#E.0`H,G..%*('D+5IMZ;(TS:W;DEQ,Y4 M5LR`XC8H.;1NR/`YS4I2E0MX_9O3W\<<_L[M35*4I2E*K6O_`-I5P_D_ZQ%6 M44KEN=P8M-JEW&45"/$96^Z4C)VI25'`^856UZINC6EV;^JS!R,[!5,4VTX5 M+:&$J0DC'>R%9)'3:>#7$KT@@M6M^(FWS(ERN'J;,IJ40@)[+?O4-N4D$%)2 M<$8!\:LFE[VK4>G(=V5"=AF0DJ[!WJG"B,YP,@XR#@9!!J7I2E*4JO0M0R;I M"7<;?!0Y!$DLH4X]L4M"7-BW`,8`!"B`3D@>&:3=60FDQO4RF2MV1&;4DDH( M;>7M2XG([R>N,<''6NDZIL@CA_W0:[,M-.A0!.4N*V((X\5#`]M1UQUU:V+5 M(EP7$RG66P[V*@MO*>U#:N2GJE1P1U!X.,U(#5=DV/+,]"0P%J="TJ24!"PA M601D8*AGYP>AKL8NL26J0F,I3RF-P4$)."4J*2`3P2%)(X/!%0UBUA&O$%$U M?8MM+V("$.%;J'SG^0DXZ$CS%9IU+:%L(>;EI6A8RC:A1*N5#@8R?B+_FF MLX=_M=PFF)$E)?>#:72&TJ*0A20I)W8QR"".>?HKAA:@DW2$NXV^"AR"))90 MIQ[8I:$N;%N`8P`"%$`G)`\,UTJU394(W*FI`PT4@H5E8<)#92,94%$$`C() MK2WK*P.LJ=3<$;$I0O);6.%K[,8R.3O[I'4'@X-;6M561UIEQ$Y.UU10"4*& MU0<#9"@1W#O(3WL94ZVE"0R$?&[52W-^$ELI!'Q"1C/0Y M`Q7!9M9Q[E'8??;:CI=80[L"U+S2]V&<'ES=MV@>)W<8%0K%XM MS^IV6[9%9=E2V5JD22"@I0TL(*#W<[@I7Q3CI\U=EPU$S;]06ZUN,+*9A*#( MR-C;F"4(/M4$KQ_!]HK6_K.P1G'VWK@E*F.T[3X)9`[,A*^0G!VDC=CH#DX' M-=$K4MGA*D)D3FV_5T+6X2#@!`!7SCDI"@2!R,UI;U/`7,<;[5'8AII2.%]J MI2U+`'9E.<8;)!&HDR!,DP%A\QMR5H4%(PH)"@#D9&04G..A!JMM:^,C3*KTU#AN)%O$XL-S MMZT`[<)6-G!Y5SSRG'MJQ*U#:D/.,JEH#B"04X/>(6$$)X[QWD)P,\D"HR3J M33G&<>=="=56]"Y9?>;;98*=I`67 M".R#BMR-H*<).?'CKCI6-^U,+--MK`99<1.2\0\Z_P!FA'9MESDX/!`QGPK" M-K:S.6B/<)CJH(=:[1;/V;T]_''/[.[4U2E*4I2JUK_`/:59>;N?NH0RE"4+>V!`!3@X3M'AR222"?$>`-9OZ"C MR6WD+GOX<;D(X2GCMI`?)^A8`'L^_7EPT&Q/7)<]??: M-[IO)B7)+I4V&D9;6Z,.$*QG!Y(2>`3XC`'3,TJF;<1-7.<"R8BBE*$X)CK4 MM/WRLY]F,5V+L;:]5-WTO+[1$0Q`SM&W:5A>[/7.0/HJ(5H2&NVI@.2WRQ'C M/1HA'"V$N+2K<%>*DE"-I\-OB>:'0D1AI)M\MV*\W-5,964AQ*"I!0I&U7!0 M0I9QX%1(J7MEC3;;A,EB2XZJ4AE*@M(&.S3M!&,=>I_)BN2+I<0V)$!B:M-I M?<<68G9C*>T)*TI7U"25$XQD9.".,>D/I>:&U00,(]=3)6KDCD=X8\1@=>:[)>A&Y6[_ M`$B\CM'5/NC8"DNEY#N\`\`C8$>/=]N2=%RT61%?[)3TQQ]N2QLRAOL_6'^V M+F?-"\$8YP.A-6*';9$1Q3*9:_4DQ6V6V]J,?:-)^Y M3%P2+@X\]-CMLK=6VG(4A!1O/7QOLF=--JT_;K<9+@>@K:>1(ZJ4Z@Y*E>>X[L^>X]*\MVEVK=>1 MG=V@#/M\S7-(T(Q)9D-KN#X[=,U*B$)X$K!7CYL2$G@$^(P!MN&D3-NR+JW?H87&4\](NTE9<0\WE2$E24NLAI0!\AC<`!@$GKFI6#8! M!9N:$REK,\I4HJ0.X0TEKCZ$`\^.:C4Z+4-.-V)5V>,-J$(2,,H"]@``)..2 M`/FR[20S';=4&T\EEXNI(\AE1&/*DG2)^LX\U=<<5P->CN#'@/LLS9:7W!&4)"R%J2ZR00Y@\$J*4 M[@>NT5,0-/F)=FKBY,4\\F(8RAV:4)5EPKW`#IR<8\O,\U-4I4+>/V;T]_'' M/[.[4U2E*4I2JUK_`/:5-^S9MSX;L>-<:;K)MSSD&UHV,1WXHB1G$$F2R\OX10)Y&W M*L>6SG(-1T'5.H7!">D2F2EU$%Y:!$V_KL@M.(ZY&$X5Y@CRXK-C5MYPB0[, M97'=[=#H:BC,52):64$DJQWTE62K@8W=`16H:ROJFV7=[0#:$EQ(8SO(F]BK M)\,M][@#IGIQ5CM-^F)G2HUX4EH1Y?J*5AD@/.+45-E)&<`ME&?#<2,U"ZAN M,JUZJU%-@$>L-6..MD*05I+@=<2<;4%\-N?WI^FH/4 M]QG-3TWJ`V\J)8GTH>;;7@.H4,/C9C*B$J3M]J3CK7`RN*O56H7GGHGJ_NC' M6R'$K+BT]BT3V)2>I7GH.NGOXXY_9W:FJ4I2E*56M?_M*N'\G_`%B*LHI7/.E"%`D2 MR@K#+2G"D'!.T$X_)521Z2+>;4FSTP3R*Z9FN8T.PQ;F8CCAD2 MFXR66W$D_"+*&UY/5"L;@?%)!Q5J&2!D8/C7M*4I2JRG6D,19,M^))9AQ9JX M+[ZMI#:TK"-Q`.=FXCGPZG`J8%XMBGE,B?&[5*PT4=JG.\DIVXSUR",>8(K6 MW?;4])DL-S65+C(0MTA7"0LD)YZJOMH0&MUTAI[4`MY?2-W>V\<_==W MY^*BI%SM^CU1+2Q#DK2^W)DM[7`0-GPCF2M0Y)7D>'/A4A%U+9YPTT MZPF0.V<""E!`.5`],!2>4C.2.#]XUXN\6QM3Z5W"*@QP5/;GDC MLP,9*N>,9&?+(KANU^LK=@G2G9$>5&::=*VT.I)66TE2DCGXPQ]'%;)=]8@> MXZ%,/K]TWDQVB".ZHMJ7WLGIM2KIGFNAZ[1H]PM#C[02ZPTMMSMD[9`=*P$H(.2?@U??XK/[(K-%TT MY=VGT>YD9*D[FD\=Q6S:D?.,`>/%;D7=Q#K:9L)R(VMKM.U<<24I.X#82#PH M[NG(.#S6:K_9T%D+NL))?`+0+Z1O!)`QSSR"/G%8JU'9$,,OKN\!+3PRTLR$ M`+&[;P<\][CY^*VKO5K;+P7<8B>P_7=SR1L[VWGGCOO0*X^?BNB3*CPVNUDO-M-Y"=RU8!).`/G)\*UN7."U$;E.3&$Q MW1E#I<&U0QG(/B,<_-7#=]20+3:I4[M6Y'J[:W"TTZG>H(("\9/VI//E74B\ MVQW9V<^,O>X6D[70/V;T]_''/[.[4U2E*4I2JUK_ M`/:5NJEJC6 M5RT1UAC`0EP;5N$;N5$``#(`]M=MPT.9.E[5:HLYJ,_`=8=+WJ@4W)[-.S#K M>1N!'49ZX\JC8_HR=CV@6M-[WQ6I\>7&WQ!]R..>M7>#'E M,*DKERQ(4Z[O0$M[$MIP`$@9/D3GQ)KLI2E*53QHIUVWSK;)N"%09UQ0H+/M!YKDF:`=E&2M,]II M0]!3*E2$H*.^?6$+2I!/D.T7S_``?+GB:]'\F/'4M% MZ6[-[2/)2X^WN07V\=HI201PYM1D`C&T$5,VS3:X%Z9N)=C`)A&,IEACLT[B MZ7"H<\#)QCJ>I.:B[AHF=<9%Q6Y:_*N4AJYLH-P1*9<2I@E*$/-MIR.]\9):!ST()'@#4M=-/R9J;%V$QIM=J MD)D96R5!TAI3>.%#`[Y/CT%0M^T]=E3&[HN0W)D%R.CX"*KX`-NK<"P`HJ([ MVT]>I/3@90M&2%-0W=[$)+0@A,9+:E!*8SKC@&2K/>W^.=OMJ2&D4O:0EZ>E MRB6WG75MO-)VJ1N=+J3R3DI41[#BMLNSW:XMPU2YL4/PI+S/LKFD:2F.75VW ME251I=ON#;LDL$H1ZS)#FT<_&`*L9ZX%;IF@9DUR1VET:V.-.L(RP20A3[;J M>-P&0$;3@#).X\YK8G2RT7V(A2GE[9DF:Z\AK:TIEU>_L%$GD]HEM7S)\,U- M/V^[7"RQ&I$MEJ:W(0ZZI#6$K0E9.T=XE)*<<@\'/.*C%:,?^Q6TV@3FP_;T MD(E(0I"DJVD)6G"N,9Y2>U6J/(D2'93;6UI;+CBEJ95D^*BC^;FI*^Z7< MN\F>I,E"&;A!3!?0MO<4I"E*"T>1PM0QY[3X<[HVGWF++=[>92%&>])=2OLS M\'VQ)P1GG&[V9]E<3&D'Q'M#4B>E8M$,QXJ4-%*2X6NR+B^3GN[L)&/C'D\8 MP.B-FB(-@CR([3T?U3M)0C_KW8*0H$I!SD[`.IQDU,QFKVBZ)5)DQ7(:D*W( M;8*"D]W;@E1)^VSQY=,"&.QV9W<\8.?HQ6%DT MC<+%L0Q<(KS8BL-_#122EUEKLDJ3WN$D8)'7XV#SQ;F@X&D!TI4YM&XI&`3X MX'E6=*4I2E*4I2H6\?LWI[^..?V=VIJE*4I2E5K7_P"TJX?R?]8BK**5'WU6 MW3]R4%%)$5TY!QCN'QKY#$DWF3IR&S;GIS[CVD'W9H2M:BF2$_`JSG(=*MP\ MR![..Z]34/>C'URW375R6=.HWO,OJ*D.J4V1D@\+R%^WK6BX7I9T/JN,^5Q= M0QXB%-EB0M2%L=WLELJ^;XWVV[.?#%_TDXVI^<%.MJEX;[1##JEMI;Y[,\]% ME.=WCP,^&;12E*4/2OEB;A*19+N[!G2'+PW?WF(#8?4LK`>2.S*2<%O;NSGA M(R>,9K=J/5\B59+G#[5AMT1KC^LK*'$KCR$MMX.[@J2K./[JDOLW?=F+8;4 MI):V%6WQ&Y6/G-:/LKEV^3&B1GHDB*VF`DG ML:TN$NRQ9L>1:RJ4_#:">\LL%Y12M*TA0PI)Z`D'A60.M>JUA>4JN#B6H+K5 MO[14E".7`EMX(5M`7DY;"E]."-O.:E;PN3=-*Q%+FN6^3)DLEI^.O8IOUE(BW>'$5+M\EMO-.B M/=6_5@F8F0$2,-E24-E(5S@D;OHS7D2Y0[KJ.^^Z5P"8@;:%N/;]FA3!1WW6 MR"-Q[3<"H<5&M: MIG/::DS666');-Q@*@"?'FN-C6KTJ9&AK,8HDRH[` M.U3:U-/12[O"2K*3N&!][KS41:]77FVZ?MC:NPE,IMD9];^"IU&6U[TD%?PB MD[`L@$*VDX!.*\O.IWA;M3P$/-Q5!NX.(?[19*U-;$A*"5=U6#D@>P@=:[KG MK!ZSN7UR.Y&4\PZZI*%E:NU2W$:<\5[4_&P<=>H23N-=SVK;DP+G<#ZF];;? M<4Q74,M*4Z&2E![0'=@D%P#&.@)J3N5ZN$)=MB.*BQI,F(\\X^XDEI+C:4G8 M.?'B#]$?I>XOWN_3YM.,C//B1FH*Q7&4K3NFG MH4[VD;MW`X5I)/=2V,A1Z$)`/.#KNVMYMQL9;"&P^&&9/9Q MEE#A=3-#1;&5<9`Q@^9SQ4_#UH[-N4:*U*@96VP[\(%-E\+<4E:4)R3N1MP1 MR=QYV@US:CD.CT@(C)E-(;-F<<[*1.<8:+@=`2KNGK@D?-6$C6DRW3O5XH8F M0F5,--I&Y3SX7%<=!WE7*BIL`<<[O/FNF/JVX34VD1)MI<3<92&@\@*NEO6]U]6DW%;,)4&(I*I2&CO=0CMEH7MPKG:E*%YQSD MC&14CJ*9/;@Z?]?68L61,0FZ.,DI#:2VHI259RE)E%Q]9<9#C24#LTX.$Y"MQ`/AG'6N1&L+P\V^_M@QPF?#A!EQM14UV MZ&5$K.\9*>T4G&!DI\.E:V=;7=46>7&8BI$#!2E"%!,]/K"VLM>/+;]F=S*8'9&$XB:B"OM0A6&B^X4*01 MNY('(_@JR*L^E;L]?--0KC(#8>=2K?V0(22E122,DXZ=,U,4I4+>/V;T]_'' M/[.[4U2E*4I2JUK_`/:5]WBE2@E1Z`YY.#7C>N+4_.3;V4/JN)G.0?5"D!8<0G M>LYSC:$D'=GQ`Z\5.6^<)[+BQ'>8+;JVE(>2`!+VM2UPG'>R3M0XDX4#A6<9\<8J2$JW=F7@_%V+7M*]Z<%7EGSZ5S M/W:UIM$JZH+0[Q"N8+B65AE+2'%/.I2$)W#< M$DY^,`02/#(KK5*MZ0T5/QAVF.SRM/>SP,>?EQ6N-.M":KUWMMBM,&7,D/REB.%25MLO)[4(4K*P.BBDYYR3QP#5H]8B*RG MM63L/(W#N\X^CGBHB]ZHM=IDOQ)[3R@S#,YTI:"TI92H)4H\\X)SC&:E42X* M\[7XY(`!&X9&>@^FO/6(#;6_MHR6T@=[_8K'.2$JX)`QP>N#4D'H"M[H>>>E>%RWIW@KC)+("%=Y(+?D/ M9[*U&9:84%69$5$:.SVI[X(0V!G=\V/'VUY'GP9+[C*6TA"4(6E:@D)<"AN[ MO.>!UX'45T[H4AY#>6''6P%I3W24CP('AXBJ801VG>24I)Z9\!X5TH0RHI=0E!)2`%@#D>' M/E7ACLD8++>-V[&T=?/YZ]4PTH@J;02D[AE(X/G13#2_C-(5SGE(/LKGF6UB M:6-ZG$(:<#A0VO:ES'0+`^,,\X\P*Z7&FW4A+B$K`.<*&>:]V)R3M&3U..M$ MMH224H2"?(5X&6AG#:!N.X]T4E*TE*@%)(P01D&M?JS'9);[%OLT'*4[1@?,*Y;E:(UT:9;?W)#4AN M0-A`RI"MR<\'2O$L-)!"6D#)W'"1R?.LTI"1A(`'LKVE*A;Q^S>GOXXY_9W:FJ4I2E* M56M?_M*N'\G_`%B*LHI7+?2RHEUQLHPX1GCNHQ@=<\GBO9OHZN+NG+KIZ)=(S-IEO-/QV%M MK7ZHI*TK6E)SRA2DD@?:Y\:GKEI)*KE:+O:DQ8LZW/.N%O9AI\/)VNA6.=QP M"%<\CG-6*(F2F./6UMJ>))/9I(2.>`,\\>?C[*WTI2E#TJDPM)383\YU+5K6 M_)GR):)+@6I3:7R<* M0E:I*'L@D9(&T\\9*LX'2L)NB+B^F6EF1#^'5(*W("Q-2HLRE!7:LE;:$+2..$C9P0[5'>4%KB M)6)+R(Y"9,;?O:"U8"2Z'$I)QU[QP-U2\W3(N&L&[K*3'>A)@&*6'`22KM4N M!1'0CNC@U"NZ#EOP(S"Y;"9,".\B)*"25+=+J'6G'!CJE2`2.9CM-= MD@@H#;>PCGP/&.>@%:K98+C:;6_9([['N>IQXLR=R@\TAQ2E%.W&"4E1`5D< M8R..8]K1L]+UNE=O&0_!9B,]F@GLY(94K)7QP<*RG@[3YU$JT8\_?)UM4RSL MD0TN>L%M10P53''2EHXZI"A@9'.#TXJ17HB>];94)]`>".,Y)SQTK.[:+N%QN$I:'83,5Q$EMM*$%)"78R6AE(&"0I/)).4X'&, M5XYHB9(?=DJE1X\A2XI0MH%12E+19>3R!PI"E`>1VGPKI:T]=;5+GRHB8$@I M<>?@+="]Z2X$CLB!@!(V@9!Z!(P,5)7NR2KE?++/:4QL@%\N-N$]_M&BC`P/ M#.>:KT+0USMJ83D=V`MR(W"3V2@H-O\`8M.MJW'!QD.[@<'!2*N=L8D1&/5G M6XK;#00B.F,DI`2$C(V]!@Y``\,5W4I2E*4I2E*4I2E*4I2E*A;Q^S>GOXXY M_9W:FJ4I2E*56M?_`+2KA_)_UB*LHI7#>G%LV*X.MK4A:(SBDK2<%)"200:^ M26O4-[>1I=3UPE@2]/RI3RC)W=LZE`*5D>!!)_)Y5M&I+XQZ.F;KZ](;G.6^ M-\(IWM=S:U-]M)V_:E&Y0\AGFOJ,".TS<'BS<77T%AL>KK>[39RK"\DD]X>? M7;4G2E*4I7S-Z]7<:\*YM.:LDSVF&&8Y<*"T9)D205I#KC@!!(&X#:!TR>@Y'.R M5J"Y3_19<[^$H@23;G948L.E9;VME0))2.K;I.,AY[LN\`"04Y2 M3Q@Y(ZCG3=-:3HK%T;:8B&1&@RWVW$+4M`<8V!23D#/*^@Z8P>U;(MEX MG(=8+K9D-Q0I4C*0\J.EQM*4[>`M1*>I[V//%2MLU*N=,<[1EAJ(AU^.ITOI M"DNM+"""#U!.<>0QGXU.SX2,I_"CC.>Z4\=>OLJXPWS)BM.*[,.*0DK2V MYO2E1`)`5XCGKXUOI2E*4I2E*4I2E*4J%O'[-Z>_CCG]G=J:I2E*4I5:U_\` MM*N'\G_6(JRBE:)KC#,&0[*2%1T-J4Z"G=E(&3QX\>%5N!?=)3I-ICQVF`Y< MHRW8`7#*`ZT,E6TE(QQD[3@D'I6#>J-(,]KV`:"1,%H4IJ&K"GU=&@0GD'^; MSUJ:L$BSRK;VUD0PB+O4@I9:[/:M)VJ24X&"",8(J4I2E*4/2H.W^X%VC3$1 MH<93#,M:)"%Q@E/;H/>)!'*@?MORUMEMV6`^VV_%8#ER=,;`9![12P5$*XZ$ M(.<\$CFLH<*TR&8TIJ`VVHI[1L.L;'$Y(/((R#D`\^('E6:;-9FGF9";?"0Y M&!0TX&4@M`G)`..,DG[]:;F_8[):V(TYJ.Q;WW414M%G+6Y9PE)2!@`GSXKD M?<"0I8`PD<`9PD`?1D]:S3:K6ELM(@1`@.A MXH#2<=IG(7C'QL\YZU!P9>D7YB(<>'%0ZJ2XPD*A[`7F,]/HKCG6[3T2URG)L&WMP4-?#[V4!`;2=V#QT!R<>9SUK5&]Q7[A%(M89DH MBDQW'8FPH9!`*0HCNCO#N\'GI78BS6AM@M(MT-+3C894D,IPIL=$$8Y3STZ5 MMCV^WQ9+LJ/$CM/OX#CK;8"EXX&2.O0#Z*Q3;+:)ZYB8D82SRIT-C>>,9)\\ M<9\JQ1:+4F.66X48,DI.U+8QE/Q?O>'EX5RMZ<@1[TY<^=<]SBV*V0IUUEV^- ML0TZY(<3'"E%!'PF>,G(`SYXKL9@6QI(4U$C("U(5W6TC'EX5UM1XL13 MA:::9+R]Z]J0G>K`&3YG``^8"M,2Z1ILN3'CE:S&5L<6$'8%>*=W0D>(]M:4 MZ@MJTW0HDA9M:BF6E`)+9"0OIX\'P]HZBN16L+0BUKN;BI*(2(WK?;+BN!): MX[P[O/Q@<=<'I4C`NT.XO2F8[A[:*L-OM+24J;)2%#(/@000>AKMI2E*4I2E M*4I2H6\?LWI[^..?V=VIJE*4I2E5K7_[2KA_)_UB*LHI7'=8[LNT38S(2776 M%MHW'`R4D#)\N:H*=!7=S3=B@%^/%N%ICQTLS&G"O8ZA>%$`I&0ILJ'SGIQF MM3^@+OV3C,9,-MH:E9N[20^H88;2E.S.WA?<^;GK7T.VVN%:(?JL".EAG>IP MI!))4HY4HD\DDGDFNRE*4I0]*^?C1MQ<"TOL0G$*N\R=M4X2"V\TXE*2"GJ% M+22.G'4UA;](WN.Y;T2T0Y'JTF/(+Y>)5M1%+*FAE//>RH'@$*.<'KY#TE?( M[ED#C4)28#45MU2'2"X$,NMN`DIR1E8('`()R,UJAZ(N\*&S'#$!23'ALNX< MSWFV76UN#*<9)6CD@G:#T.*GWM.R9^D+19;@VV[L9;9F_"GH&BA2DDCDY((S MCI4*_HN]O0Y`D/Q94Z39WX3\E2RCM'UE&Q6,'"0EL>W/AS6Y_2ETE19S#T:" MX^N5VKN4MN([!B,--,R$O;UO]Y1$L/+"5!)^#*20D#' M3!R,5*Z6TM.LEV]9>3&2TJ,ZTOLEDDJ5)6ZCP&0$+QGP.1TKE3HF6;?`/;-!1QQAQ8KOC:9N;%Z9>DMQI;"DL.EP/*;4P\@K+FU('>2LK)QD# MG!!%&-%.*]&OV.*+$68IE.]UH;DJ=0H*2H\`J'=2#GG'%=]PBWNZL0RY$CL& M-*:>=8[E'G+J_951(JB_"N*XO>(1'[62A3:AQW5)R3A/(P<&N^YZ.O22GXQ2`H M!0QS\QJ*Y* M)T?,-+3C-S:0OM58/K(24=W;P$D$$9]HS72K2$]%T$V*AEA*I:9`C[P6D##( M6E2",'=V:E[DX(4$\G*JXX>C+Y'88CNIA.I2N(XE9>/P'8R2XI*>[SN20,&MQTG>T.L;&86UJ89*5I>(4$^O%_9DIZ=F<8&.DQR5X2OC[J=$2;$U&BMR'K2F"IY MZGE1XYZ#'E=K=;8T!+KC+`;>D*#CZBHK4M>`,E1Y.``!Y`< M8KMI2E*4I2E*4I2H6\?LWI[^..?V=VIJE*4I2E5K7_[2KA_)_P!8BK**5Q7A MUQBRSGF5E#K<=Q:%#JDA)(-?+(>HM5W%BQ1X5Q?=G7#33LT#8T`J5N3L4&:M.E+S<7+YJ=J]W!*D6^0PRE(`2VV5-)4K:<`D%:CC.3C%7>E*4 MI2AZ51+?JRX,MR@^UZ\XJ\S(3&Y:6@A#2%K2"0GGALC.,Y-;/LQ?NJ[0[;6R MU'R,K8=D*GL,'M5N(W[W&EN# M>E*0!\3&>,YR`0#7D37BI4-+WN:&UK8CR$(5(!W(>:6XD<)R5#LR,`'KGH#C M%?I#;2V)?N8[Z@A,1;[W:C>VF0@*20C'>P2`>?'(S7D_5LEY5L:8;5%7)=@2 M$J2I+@<8>="%)/'"N1G'F,'K718=6F9+B0'FG@N2IXH>D*`W[7'04(*4A*BG M8..%;2#S@FHRY:BO<2^7]3+I<@VB1'==2IM&U$8L]H\">%%77;CQQGC-2%QU MTJU2E1Y-J7O#:7`I#X*5;VW%-I!Q\92FEH`\]O7-;F-;MSNR$"$N47&#*2&W M!WF@I*21D8R%*4,'`[AY&14A;=0^N1[G+E1TQ(^%`'G:#R:XE:TN=N@7CM&$2G6%7!V,XXL)&UA]*-B@E/@'$X/C@YQUJP7 MVZ2VK[8;0POU=-P<>[9\#)`;;W;$Y&,J\SX)5CGISS;\[8G[DPM3MQ5%C*N* MTJ4E"FV!QL3@=Y64K(SCP!/(KAE>D%QA,IUNT*<891+<2LR0DK3&*>T.-O&0 MK(\R,''6NJ7K5<6<^VJV$Q6I;D+MS)2GX5+/;#((`"2,C<3P>HQS7-)](/8, M.J3:U+<9,D+!>VI^!92\<$ISRE7&0.?9S4Q;M3HN-W>MR8JVW6CN7N6.&BA* MD.?,K=M^=*O*O;]J9%CD,-KC=LE>PJ*7`%)"G4-Y">N,KSDX'&,Y.*TWO5J+ M+/>C.1%$-Q%R4K4K:'MB%K4A!P05`(&4D@X5D`@$U&SM5S7;W#8MS)^#D+:= M8<<2E+X,,OI[VTE.#@?/[*UOZ\3,M/)B*]5:DM%12EU2'"T`I`4DH4`7 M"#@G!3@@9%:[EJ^2LN38JG&[>+5<'TAM22M2F'&T!8W)(21E1`.1R,BNZ?K@ M6TSD*@J?,2.\\%(>'?#2FTJ!.,!1[0'&21C!`J1AZC=>O:K/)@%B:DI64AW> M"T4J/:`X&1N3L^R7@YSP..:T7 M&9=XWHY>O;5S=1*9MCLW];;5N7V>](Y3\4'/&,].>.>:XWVZZ>FQI3TMRXQ% M6UZ8XPL-ME(26!P4IY(WK(''7!Z9JQ6V_FYSW&FH:Q%0Z^QZQO&.T:7L4"/: M0K&,_%YQD5%3M4/Q-8PV-P]R7'3`=/8J[LA0W(5OQC;D=GC/QE5R6N[WB9/N MP4[<$#QY+7>YPZM?\`=Q%G%LS*]96PX>W`0D); M0[N!QDY0OI@GLWM_*2!@D=F1QE/.036$/ M7`1:I".?.K'2E*A;Q^S>GOXXY_9W:FJ4I2E*56M?_M*N'\G_ M`%B*LHI7/.,80)!F!)BAM7;!8R"C'.1XC&:K<2;HJ,U%N4-N"TB/"4\P^U&( M#48$[BDA/=1G/D#79$9TS/EMNQHD1Q^:E-P2X(^"[M(VNDDS(&`"3RG&,`\#PQ6^7IZTSI3LF3!:<>=;#3BSG*T M#.$GGDRKM$NI7D9W!P@N9_A$`GS(!KJE6N%.B(BR8Z7&FRE2`"GXW M:X[3/\+`SYU&0[!:$W:[0Y:V9C\I:I986@_!-.(#..20A,=I+6XA(6"2XI3>%Y/CE",'/4"N)=OLSKMPASI3#RWW68/9I9VEI`':- M->.3@D[O:.F*FI]BM=T=#LV&V\L([/*L\IW!8!\^\D$>1%9R+-;Y4A;\B(VZ MXM.U6\9"AM4GD=/BJ4.G11'C4>_8M.6R(7784=EM*DDKP=Q.SLP,_&)*3LQS MD'%8NP=-/2FX3K,93TYHN-L*S\(@;"2E/0#NMYQCHG/A7-.B:1A2934MB*'7 M6G%R$;5*VMN'*RH#.Q*BG)Z`D$\\UMD6?2PD(0_%BER:E>U*LG>EPH"N/)2M MF?`DCQ->JE6NV:BE/3[BP9@CI#37986S'SGDC)4"H'DXZ8\#G.&VW*?Y=<2.5'C) M\LG`R>IP,YK7,M5G39W8\R/'%O0HR'$NG"$D*WE9R>.]WL^?-<$6WZ9ES5I9 MC,JD/?JQ:%(4"YD@=H0?C9..?94M!M4&W$F)'2VHH0V3DD[$YVIR?`9.!T&: MU)L%J1(=>3":W.J4M:>=BE*&%*V?%R>$D@>0)\ZX[;I2%$B269:&IBI#DA2U+;P-CSA<4C!)P,D=.NT>5=[=D MMKRD)\`"`1O[3!'B-Y*L'/))\:W1[+;8LL2F(;2'P7 M"'`./V;T]_''/[.[4U2E*4I2JUK_`/:5@Q5FI2E*4H>E?.K59=2V2]3KBQ%+S,ZX2=\=;C>66G%;D/-G..N-Z"AY!-2,>W:@-Q09T6:["6_*4VEN8$J9)? M"VE*(5\78-N!DCD8PJHMN!?;):)/;@,3$S#)MN9>U#Q+ZU^JJ0%]C[?IG.!]%0\NPZF<2XXTU)$A+,IMMSUI._"YJ'6 MP%;LX[)/]U;9%BU*S'D-VM#L=]5PN+Z5^L!*%)=0LM$C/W2D^'=(SCBNMNV7 ME4^!)CQ)\=D/!;D69(0M*05-[OB*R@C:5)(*@>\".]Q)^I3K7K*X75$-R;&N M$5AI):4G>PIHK[I"B.ZK?G(Z'.1XU'KM5^7+44H=9<3.4XAQIX!OU4LD=EC( MY"N.G7O9J,@:>U##?@/O>NX9,%Q\KGE7>#:TR20=N#NC6;4B&(#\Y,Q*X[4`/*7.& M!V;COK!/?QRV49/C\XJ9TJ]/BPHQDK7<42'S$:DH?"P6&PO8^DC:$C!R>=Q-<+]LU$W>7I+*)+ MD<7!M_!>"7"UVB@M`PK:M&TA0!`('=[W&(Z-IG4BQ&=?[=N>(C#29!E;BTM$ MI:SO(/>'9J''.>16;EEU=ZILAJD(>"GRAUV0$J[T=00'<**5%+A2`M(Y^-@$ M9/2U:+VBX.S(ENDQF7KBS(+"I:4J+:8A;4E1"C_K-OG]UX5JM]DO[ST5$^-- M:AB:TZZA,W`#7JA0M)PX5'X;:3R<\J\34QIB//<@7-;=R]80%.1[=*+Q=2MO M*E)<)S@D%>PGQ#8J)78;Y(3;UKC2-K1@+DLKD!6Y]IW94TGM@.04O M!U.Y!P$C">G)'=+LEP=U1Z\W$N;<,V9$-)CRFP\%AQ2L**E\G!'.3SGD]:[] M2VZXW,:<=9ANA42>F3(0PZA*FT]BXG`)(!.5@<>&:A[K9-02%),-FXI2U&4E MOM9R=ZG?6&UI4K"L9V!P9\L`]<5E+M.HI$&[MAJ>F>I;B6WVYB4-O(,A*VRD M!04"EL%/.,[W[T=K:?+8NDLM2U-+62T2A:%]G[$J"`/\`B-2%Q-SN2H#S=J?99:DI M,MIQQ`<<:(5E*=JB"`K8HC(SMQS55NMKO=OLEPG3)$U#<2S2E,.>NJ!:<[1Q M30.%/V;T]_''/[.[4U2E*4I2JUK_\`:5EEA=TN@CH02C:VVMY0&[;G)2G= MY\\>===[U-)M$.]-Q+G#G7!E++,.*M&'?65[L(4$\$JX*>G0YX&:B'M?SG-! MIN\%Q"W_`%ME&]QG(2AU_9V:P"/A4I^,!P#CP-7:P3),^,](?62VMU78H<:[ M-QM`.W"QY[DJ/S$5+4I2E#TJLV74CCMKOD^Z+:0S;9LIGH-1ZM=PFW6Y*BZ(:2 MMI*,%[M"DJ<*\#.S;@X[V!D[N-T_6+"8;W8(?8?:D=@YVC*5EHAYMOO)WCA7 M:#!!Z<^&*CFM7OM71(N/9*BI>GMI2AKOE;4EIEH`YZD.X/MYXJ8O&IG(6G!/ MCQ%IDNRFX33?/(P3N99=>&T).\-MAQ6!NST)P3@$I(KEE:U95$GMQ8KZ;@PT\M+3B M4G`0RAT+.%8VX=;\V MM;NJI5ME6]<]:?5'FY:E@Q5-.$H6VAL;23@E2R/;E)XJ53J5IZ1ZFFW35R/] M:SV8RA':=F%\D!22(T5*&'Y`6VA+TE+24-I<+*7""G<2G(6/,`G&:Y[?<[E>A>? M<<'/@16LZ^@MLR7'X$]H1V9#JP4H)RPXEMQ(PLY(*T^P@\&L MY&N8<-J8N5`FL*A.J;DI<",HPE*@00HA6Y*P0$Y/"NF*/Z[M\=Z8VN'-Q%$G M,'.0"4%H-*VCG!"DN@A0\QQU%==LN\N7JZ^6QWLO5H*(RFMJ2%$N)4 M3DYYQMXX'6HN)J2=-LWV0+EQXD%M>.Z MESJZ5#3";?CI0VE.QM)7)!46U[22-VQS`4.@&?'BO86HKM+OUSA;D!$2Z)B- M[8*U)*"VAPE:PK"3A1&?FXYK9>]0W&%JP6M@@1C;5S,MPU/N;DN!.,)4."#] M_P`:VR-808D@V^Z,.%3>QN2^&T]B%*94[D`J*MN$*\.#CYZWJU:PTQ&(M<\J MD/HCL-I;2-Y6V7$D$J"<8!!YX(P:TM:\MCKJ4AB6&E+;3VY0D(2%NK:25'.4 M]]!&",CCSK=<]1.I9L3<%KLWKS(#3:Y`X:3V:G"H@'D[48`SU(STK-^\R+3+ MD,2LS5=BN4RW';`<2R@)"RK)P3N4,8QG/LS7.G7$%P..,0ISS*7V(Z'4)0$N M+>2A383E0."'$G)`QSFIBS7=F]0/6FFGF2EUQEQEX`+;<0HI4DX)'!!Y!(-2 M%*4I4+>/V;T]_''/[.[4U2E*4I2JUK_]I5P_D_ZQ%644KFN`BJMTE,U24Q2T MH/*4K:`C'>R?`8SS5:-MT4U:&&UNQ%6U<$ML=I+4MKU=)2HE!*B``0D[AR,# MG@5HF6_0DY$AN9+B.KFEB4XXN<0XK9W67`O<"`.@4",D^.:V)TSHH2)4!+30 MVS+"RI]V'.94J2%2G'%R"LK2D!)6" MH_$`P,CNBI"']PXL8Z\^P8[GM+V= M\2MT7'K984\4+4DK+..SY!\,#[U:)&C+'*0XEZ,M7:%TD]NL$*=<2XM0YX.] M"5`CH4C&*WOV^SMVU%FG.(<;E$I")3Y4X\KXV02=Q4"``.?$]:YK=:-.B8RN'*2^X7G)C;?K9@]1FO50=/7=B!`;E-NBWK#D9#$L[F MU-C8#E*LG;G'/GS6$W3>GY3Z(D/-/;$/2EE:DJV;R,JSQM;P1\7`QBL6 M;1I]-SBK3-4N>PM4;``K:>@]A-;V]-V2U-E_"V6VF'6-Z MY"@E#3BMRQR<`9QSX8KRR6*R0GC)M*U;4!+2D(D*4@*0@(!4G.-X0$I)/.`, MUU*L$'U]Z6V7V5R%!;Z&GE(0\H``*4D'!.``3X@`'-<*-,:?D)=AH2'$QE;. MQ0^?U,5+2]M`!RC)"%8\@!TXK3>]%PYMIGLP1V,N2U(0EQQU92DOJ2IPX!\2 MD'V8XQ6$ZQ:7F2'FYDA/K3ZEL/GULI6XIT(!02".<(;P.O=&.ISV/Z8BL*TW)!YR$CCV#VUTVNP1K08B8SCB68L-,1#06K80#G< M4YQGCKC/)Y-86_2UJM;KCD5MU)<94P07E$!!6I>`">.\M6#UYK0]HRS26REY MIY14'$N+[=04XE;:6U!1!R04(0//N@]>:W?8I:@IQ26G4E:BO(>5E*RA*"M) MSD*VI`S\_F4E25=J7MPP4>O4N)"OH\N*\A66W-(];I6X% M8/\`M!SCD$5G#LEH383ILEEQMA*5/,M+VEM2E;PK`.4]X%2?F]E>P+?87KBS M.AR&WYB4JDAQ$C<5I=PDK(!P0>R`!QCN8'2MKVF;:]/F33ZRA^8$)D%N4X@. M!`PD$`@8`)Z>9KTZ9MA[1(;6EAV0)*XZ7"&U.A6[=M\.\`H@<$C)'6N%[3.G MV9D=+CKC,@R7'X@$M2%-N+)4X&^<@*R>XI0.>N3G)K*+I2UQ&8C21)6F(\EY@NR5 MK*"E)2D9)SM"5$8/'-0C>C)I@/0'Y3+L65EN6VM:UI<25%16D'XB_(9(&3R< M"K1=;=`GP0W.2$M,J#R'`LH+*D]%I4,%)'GY9\*X46*TW%EF6V^Y(*FUH3+1 M)*E.-K`"D[@>4G`X'0C(P:Y[CI)A<=#=M"8Y5<(TMT%:L89*0`D<[>ZA*1CC MBI:!9XMM7NC%Y.4J"DJ>44J4I96I9!.-Q4HY5U\.E=]*4I4+>/V;T]_''/[. M[4U2E*4I2JUK_P#:5W#2%]F2[BQ:U2(,2Y)FHDQI2DN,M+4A2 M6WV5`[DE>1D#P4O/@#(7>QW'47HX-D9M*X-Q9@-L@OE`3E"FRIE*@3E*^SQG MIC&?(2\&USI/I$!X('&?$J...:MM*4I5$&G[C M'GIN%K:+:)ERW7*([W0M(?W(D)_?A(`(^V3[4BN20SJURSY:-Q1-,#;+2E8Y ME!]&%-$\8V=KTXVE/C6R98I_NC.:;8G/,*NUN?;=6ZI1+*`C>0HG((*59\:] ML(U,)4!FZHNB0E#1;=24J3W5K#B7B3U*2@Y()(Q@YS7&Y`U4+#&*'+RJ<;C3''9"DI_6TJCN(!/\`Q+'2 MJW!1JZ)ZJJ0BYNL%,NPLDA/5(..:0(.H+;#C-IAW`-)9?W MMMN`$*5."DDD$DGLBHG')&1D$BB&=7J0RM7NGO92D`;\`E,[J1N[WP'GG(\S M4]II5[]WI9G,SFX;C&4ID*W!+@?7CQ4[(A-W/ M24MF1#O#D>2XE78O.8D-#Y+#K=V<_%W)>Z\`D$C%2>E_= ME/5UGM"4*;.23W"!Q@`=1FN*RP[E;=*.6)5O<DS6E-QEO(,E_NN.MR ME*0WUXWLX3QX$>(JX0)T2A<6EJ9;5$4H;W4$L)W!.X\J"PKK@$],`U&R/LP;BE+;4Q3JXRDH+" MSM4ZF2#NPX*X M@NO;&U2T[RZE0!P=V$`_/DVA1[1#*R5*0D]>Z2D M<<[4G%<%@M]V1JE,N>W)4T(;S33KJLG;ZRI3:5\_&[/;R?9GFM$[3MR,R;<[ M4T6WI$SLYD9SNIE,[D[7!^_0,X/B,I/ACEGVR\NHDS&VK@W=H[L[U)S8EQI] ME3H*6'4GJA:0G!X*<'D$<[;@QJQR')$7UMNXI7-!#;F&5-=FHL=GG@*"NR`\ M>#706[[<+FWO1=F(+EV"^'.S(C&*,@X.0.V\.OT5R(7J01(KLF/=RZ'BU M=$-*!!_7-JV`""4[E(SM([H3QD&K3%E/2+3+@N,3%28L=+:EO!!+RE-YR-IQ MGG!''/LP33(<#4T2S6-AEFXL^IVJ"TXRVO`#R'D!P$`X/P87Y@CVXJQV%^YL MO.N7.+=%2B^IAT`A3'+JBAQ`S\4(*I"$E1`]O%4Y6 MM;G%;L*I3$8JO=N?E-!`.&'6VNV"3SWDE)QG@Y'MXZ]%ZJN^HC&M-(4A"75D[F1N)W8`!R#QG!JYTI2E*4JF+UC)3I=[4XCM^YK4E2.QP>U+ M*7>R4O.<;L@J"<=.,YKU&M=L*[B4A+,F)ZZMISL5*:4W'4@*!;8+`=4\H\@!.<$>/AR0*DY&M;3#>6Q*3*9>0V75-J8.0@-J.4$=1BMKFK[4@`[W5@I#AV(W81W>]QU'?2.,GKQP:S1J:"Y!NLQ+4D,6SM0 M\M36`HM[MX3GXV-I^^*YF+U/19H%YGB(S#>0'7VDI4I;25IRVE*L]]6XH2>! MG/%>3=;VF`IYM]$L/L%WMF4L%2FPVE*U$XXQM6E60>0>,GBLCK.V@80Q.<>, MA<=#*(Y*UK2T'>!Y%!"@3Y^?%9M:RM+XC*;4^6I31>8<[$@.@-]H=N>3W<^& M,@C.1BM4;7-FD[,&0@+"5(*V2`0IDO).?#*`HC//=(J;>G-LVY4Y3;RFTM]I ML0V5+QC.-HYS[*CU:IM:+.JYK=*8Z))BJ*L#:Z'.SP3G:!N\#"6\!PN(*AV> M3R,H4`,Y)&,'(K*XZS$.UWQUGLY$R")*VVDM*`2ED`$KR?NCC(Z^`X-=CVK( MT`W-V:5%B&Z4++3"O@@EE#BMY)P?CY&.HX`)!K=]EMM%P7$4B2DHE>IJ>4R0 MWVVW<$[O:"#GIR/&NAW4$-J/%="'W%26%2&F4-Y66T@%2L>SXN%Q&]"TYZ8'LSSU%90]4)E:MDV4H:2CL2N(\%A M1=4A6UX$>&TE/S\^50UGU+)U%;F'Y4>`H_#N]BN,X0@LJ4E*DK/=)W!)\#R< M'BI'2&IIVH4LNO04)CO6^/+]8:"@E+C@)4UWOC$#!R//G%6NE*4Q6J1%8E-A MN0PV\@*"@EQ`4,@Y!P?$$`BMM*4I2F*8`\.M,4I2E*4J%O'[-Z>_CCG]G=J: MI2E*4I5:U_\`M*N'\G_6(JRBE8/--OLK9>0E;2TE*T*&0H'@@CRJMLZ9T\TT MVV'=Z845<)@+D;O56E]U24G[4D`)R><#&:DK3'M=AM,2VQ)"$18[80REQX*( M1X#).2/"NXS(H:+ID-!L*VE>\8!\L^=;&W6W4[FUI6GS2-BE[MYXQG:5]XISC/LXK0[H^T2&I15)D%MY$MMTI>&`'U! M3O...4CYL5V1-,P(DIM]M3RDM/N2FFE*!0AUP$+6!CJ=RCY94<43I^V?Z:[5 M2GF[N!CIW0!]%<[NE+2XELS5N25]I'*7'W!N/8Y*$\``CO*R/ M'?$YYI.C($=#$=`28:EQNVV/`%Q#N-Z M.1TRD$8Y'GR:SGZ(MMQ5*4\_,'K1<[7:Z,'>REE74<=U"<'J,'GDY\N.E&Y% MODV]H=LQ<9:7YBWWB%(P$]Y&U/QO@TC&1YY\#*S[+'GR8TGM'6)$=#C;;K*@ M"$+`"D\@C'=2?84BM=MT["M#CZH1=:#S+3.S=D(2VC8C;D<8%:?L5MP%K*.U M;=MJ][+R"`M1VE)WG'>R"<^?6L(.DXUNA-PH\V>(K?:%+1=&,KW$GXN3RLGG MC/S5)VJVL6>TQ+;&*S'BM)9:WG*@E(P`3X\"NRE*4I2E*4I2E*4I2E*5"WC] MF]/?QQS^SNU-4I2E*4JM:_\`VE7#^3_K$5912H^^L396G[E'MSO8SG8KJ([F M<;'"DA)SX8.*^=1M,NWC[$+>;:]'B1K0_$O"7$%/"FTI#9)^,KM05@\_%W9Y M&>&7IV^+]'+;%PMZGKG%E1(#899*U+CQW^',`9PH95Y8`J7?A36=16*X/1I+ M\*%<)"KBXB*I(>>6UM9?#8&2E(PC=C@\\@9J^VEF*U$6N'%7&:>>6Z4K04%2 ME*R5;3R,GGG'7I7?2E*4KYH[`N'V&2K?V+IU0NY*<0\$G<7/6-R'0O'Q`UCG MH`-O7BN=:KM#A7V/&9DJ8D-W=U,=4+M$%SMDEK`*#NWA2^#D*'A5CMMQO#UX MB-J#B$^N2&I,8LX0B.E)+3B58\<-_/O4,<<<\^SR8^K)<*-#WVF_H2],6E(V MM.-$!S/_`(J-J?G!-0S4Z[7:5;DR69CC#4Z!);+L4I4WD.AS=A("<83DPBJM'MY&D;>P8BES!&MZ%(;M:VEM%#S) MQGW)PN)MP:>,3.4*=6EY01MPD[#D\<<&LG)MTAWZ?%4J8Q%>DK0 MFX,P$J6MP1V`WNPC"@3VO>QC*`G(&!4M=>TC:Z@S[@VXNU)@+;95L*T,R2L$ ME0`."I'`5[",\\\?K=PB2WHUKCNQ6$28RX4?U?#;[3CF7R#W6OG8VU$B[SHZYCL\.'U-L+0EK<6MJ2CQ`2>0&W!KP7F_1XMD+CUP=DO,Q'Y07$`2-[R$NIPE&< MI25<'&T8.3X<9F7V+#@.ML2I4Q@7$.+>B[W&_ATA)2HIZ]F5$`'"MH'.`*Z; MO=-2MKEHM\B6N,GUM49Y$4*4X$QT+;![IS\*5)'3=TYQFK_#=6_"8=<&%K;2 MI0QC!(&>/"M]*4I2E*4I2E*4I2E*4I2E*5"WC]F]/?QQS^SNU-4I2E*4JM:_ M_:5ULK5S@,0I MS+LJ+$'9R%)+;CQ*5)6DIW)*#C@CO`^%3$35$NZ+NJ[9!:=8M\_U`AQW8MU: M".U4GC`"<\9^-M/3BN2W:[5/N5RB>J1T*M\]Z,ZDODK++025O`;?#>GN_/@U MDG6[Z-'LZK?MH3:G&7)*TI](*2-[:N.H"DG/0\],M2!U994-/.+F;0PV\XZ"VK+8:*0YD8X*2I.1UP0>G M-<4S6#3,A"&(SJTHNGN<^5(5N![$N;D``E70#Z:[&]665X,J;F!:7D)6A24* M(.6RX!T^,4`JQUQ6G[-;$&6'C*=2V^T'FU*C.@%LJ2D+Y3\7*T\^VO+]>6HM MV@V>5&2Y#N,>2IYS>H%"6T`J&`,G(5X$$8K.VZDL3D5EFWNGLP6FF6DLK!(6 MWO1M21D@H!5GR!\JX[+K-JXPXTB0TEHO1&'^R:#CC@4Z7,#&W&W#9YSX'('& M9!.K+*MZ,TB65&0EA3:DM+*2'L]D=V,#<4D#V\5TP;[;[@'S'>4>P0EUP+;4 M@A"@2E6"`<$`_>J*MNI9=PAVRYJCPX\"Y+3ZNAZ1M>+:AE*L$8*B,'8.F>IQ M76-6V=1"1(7VAV[6NQ6%J"D*6"$XR04H4?HKLGWJ!;'FVI;I;+FW!V**1N6E M`R0,#*E)'/G44Y?]-RY[T4\@+0$@#=R%`=.IQ7K.JX.V0J0X`&WG$)2TVXI00C8%%:2D%)!6 M`>H&1S6^1>75:D%DALI+R(PE/NN$[6T*44H``Y*B4J\@`GVBL6=1L,A#-S*( MTSM4LN(02MM#BLE"=^,94,$`X^,!U(SJC:UL4MQA#,IP]NIH-J,9Q*5=KGLS MDIQM400#T)&.M91]96.6O9'E..+*0M`$=P=H"X&\HRGO860#CIGG%/LRL?ZG MQ,*A(0AQ!2TLC:MSLTDG''?[O/0]:[[=>8%U`,-[M04=I\10[NY2>+O4%NZ(MRW5)D+7V:06U;2K85[0K&,[4DX]E:E:CMB7G6S(/P3Z8ZU!" MBD.J4E(1N`QG$@J.5'I MCRYKJ=U3!4F*Y&?9++TGL2Z[O2@C:LJ*5!)!([-74@<')'&>,:Q0[<7H[2&T MM)7"2TZ[O3V@D%0Z;3@X3QG@DX)%=JM865*`HR'3E74?WBM\N]RK==+-%F160Q<"65R$.'#;X25)1@CD*PK!..1 MC'-80=60'PGUEYIE3BU!L@DI*<*6DE1``*FT[\>6*].L+7ZU&83ZP>W#A"^P M6`D(;#I)R.2J/"D*6XE!US7")Z_;I,/MG6.W;4WVK)PM&1C^@A'>4L)"F\[=:0EL)VD.I"59R#X`8_OJ,CZ%C0G8ST6X2VWXQ8+* MSM.`TT6<$8Y"D*(/MP1C%&-!Q8K4=MFXS`EEJ.SA>PA:&5.%(4-N%9+JL^&0 MD^%>Q]"Q8[41L3Y:A&;AMI)".1&4I3>>[XE1SY\=*[+#I9FQNR'!+?E*?8:9 M<+X3WMF_"B0,E1WG)/7K6,;24>-'M\),EXP+>^E^*P<91MSL3NZE*CJ(67&G;A)?#K;;;A=0V2HMA>US=C(<&_._.=PS4I?=*M7V0TZ[.DM); M0E(0C:4@I<0X%`*!PK*`"?$$BN-_0<1]*\SYB5GM2A:2@%"UR!)WCCJ'$C'A MC@YKL.E&%V"[VER7(4BZJ>5(=PD*':C"]O&`,=,YQ7K^F3+CML2KG*=:;4RI M"=K:1EIQ*QG">HYYYKNFV)+]V;NL62Y$G)9]76XE*5AQK.X)4E7D MYG"9';C[7KN`'S>WFNJT6*5%"I395 M`>E7`S)+"7`X`D@@MYQT*B5<8PI1.?/>_I=N1J)J\*G2.T:>0\ALA)2DAM;9 M2"1D)(620/'FM$S1L:9,ERS+>;D2%-K[1M"0:P^P M>&4%"YDIQ+B)+3P64_"-ONAUQ/`&.\",^1(\B,%Z!M[P<#S[Q2Z^'WDH"4!U M79K;)4`.I2X05#!.$^7.3&B&6]BWKG,?=2N(KM%A&3ZL26\X3X[N\?'PQ6N) MH*-%>:>-QF.N-N1W"I81E:F2O:5'&23VAW'J>O%2%DLH8D7:;(BAARXO96P' M-Z0D)VYR`,;L%1`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`#M2D=U(R,YQ (5WI2E*5__]D_ ` end
-----END PRIVACY-ENHANCED MESSAGE-----