-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SWJr/WVqdhFKZNah12Vcdx4/B85bOvjIwmTD35zs/Ec4zad2cKhOFevC5Bv3bkqo BsmU0DS9jHSRHsA4Ujz7tQ== 0000049816-95-000003.txt : 19950302 0000049816-95-000003.hdr.sgml : 19950302 ACCESSION NUMBER: 0000049816-95-000003 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950228 SROS: CSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOIS POWER CO CENTRAL INDEX KEY: 0000049816 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 370344645 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2 SEC ACT: 1935 Act SEC FILE NUMBER: 069-00084 FILM NUMBER: 95515923 BUSINESS ADDRESS: STREET 1: 500 S 27TH ST STREET 2: C/O HARRIS TRUST & SAVINGS BANK CITY: DECATUR STATE: IL ZIP: 62525-1805 BUSINESS PHONE: 2174246600 FORMER COMPANY: FORMER CONFORMED NAME: ILLINOIS IOWA POWER CO DATE OF NAME CHANGE: 19660822 U-3A-2 1 TEXT PORTION OF U-3A-2 FORM U-3A-2 Adopted November 9, 1939 File No._____ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. Statement by Holding Company Claiming Exemption Under Rule U-2 from the Provisions of the Public Utility Holding Company Act of 1935 To be filed annually prior to March 1 ILLINOIS POWER COMPANY (Name of Company) hereby files with the Securities and Exchange Commission, pursuant to Rule U-2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935. In support of such claim for exemption the following information is submitted: 1. Name, State of organization, location and nature of business of claimant and every subsidiary thereof, other than any exempt wholesale generator (EWG) or foreign utility company in which claimant directly or indirectly holds an interest. Name of State of Location Nature of Company Organization Business - ------------------------------------------------------------ Illinois Power Illinois Decatur, Electric and Gas Company Illinois Utility (1) Electric Illinois Joppa, Illinois Electric Energy, Inc. Generation (2) IP Gas Supply Illinois Decatur, Gas Exploration Company Illinois (3) Illinois Power Illinois Decatur, Lessor of Fuel Company Illinois Nuclear Fuel (4) (1)On February 9, 1994, shareholders of Illinois Power Company ("IP") approved a corporate restructuring plan which provided for the establishment of Illinova Corporation ("Illinova") as a holding company for IP and other subsidiaries. On May 27, 1994, after receipt of the final necessary regulatory approval, Illinova became the parent of IP. Shares of IP's common stock were converted through a triangular merger on a share-for- share basis into common stock of Illinova. Illinova was granted an exemption from all provisions of the Public Utility Holding Company Act of 1935, except Section 9(a)(2) thereof, on May 18, 1994, in Illinova Corp., 56 S.E.C. Docket 1944, Release No. 35-26054. IP, the primary business and subsidiary of Illinova, is engaged in the generation, transmission, distribution and sale of electric energy and the distribution, transportation and sale of natural gas in the State of Illinois. (2)IP owns 20% of the capital stock of Electric Energy, Inc.("EEI"). The remainder of EEI's capital stock is owned by three other public utility companies. IP disclaims existence of control over EEI. (3)IP's total investment in IP Gas Supply Co., a wholly owned subsidiary, is approximately $460,000, which is accounted for under the equity accounting method. The investment was made for the purpose of acquiring interests in gas and oil leases. IP, through such investment, is attempting to increase the supplies of gas available to it through its pipeline supplier, Natural Gas Pipeline Company of America, by participating, together with a subsidiary of Natural Gas Pipeline Company of America and other gas distribution utility customers of such pipeline supplier, in the acquisition of such leases. (4)IP owns 50% of the capital stock of Illinois Power Fuel Company. The remainder of its capital stock is owned by one other entity which is not a public utility company. Illinois Power Fuel Company was formed for the purpose of leasing nuclear fuel and facilities incidental thereto to IP and is deemed not to be an electric utility company pursuant to Rule 7(d)(6) under the Public Utility Holding Company Act of 1935. 2. A brief description of the properties of claimant and each of its subsidiary public utility companies used for the generation, transmission and distribution of lectric energy for sale, or for the production, transmission, and distribution of natural or manufactured gas, indicating the location of principal generating plants, transmission lines, producing fields, gas manufacturing plants, and electric and gas distribution facilities, including all such properties which are outside the State in which claimant and its subsidiaries are organized and all transmission or pipelines which deliver or receive electric energy or gas at the borders of such State. IP is predominantly an electric and gas utility company whose operations do not extend beyond the State of Illinois in which it is organized. IP supplies electric service at retail in 310 incorporated municipalities, adjacent suburban areas, numerous unincorporated communities, and rural areas in the State of Illinois. Electric service at wholesale is supplied for resale to one electric utility and the Illinois Municipal Electric Agency as agent for 10 municipalities. IP provided interchange power to 13 utilities and one power marketer for resale. IP provides power to Soyland Power Cooperative, Inc. ("Soyland") under a Power Coordination Agreement; revenues received from Soyland are reported as electric interchange. IP supplies natural gas service at retail in 257 incorporated municipalities, adjacent suburban areas and numerous unincorporated communities in the State of Illinois. It does not sell gas for resale. During 1994, IP purchased all of its gas from independent gas suppliers. IP also transports gas for industrial and commercial customers who have contracted to purchase gas through a broker or a producer. IP owns and operates electric generating stations at Havana, Wood River, Hennepin, Baldwin, and near Danville, Illinois (designated as Vermilion Plant) having net summer output capabilities, respectively, of 666,000 kilowatts, 607,000 kilowatts, 289,000 kilowatts, 1,751,000 kilowatts and 174,000 kilowatts. IP also has an 86.79% ownership interest in the Clinton Power Station ("Clinton") and Soyland owns the remaining 13.21%. IP's portion of net summer output capabilities of Clinton is 807,000 kilowatts. IP also owns other generating facilities with an aggregate capability of 147,000 kilowatts, including gas turbine units at three locations which provide peaking service. Havana Units 1 - 5 and Wood River Units 1 - 3 are currently not staffed, but are available to meet reserve requirements with a maximum of four months notice. IP owns an interconnected transmission system of approximately 2,800 circuit miles, operating at from 69,000 to 345,000 volts and a distribution system which includes about 37,200 circuit miles of overhead and underground lines. IP has eight underground gas storage fields in Illinois having a total deliverability on a peak day of about 347,000 Mcf. IP owns liquefied petroleum gas plants at Champaign and Freeburg with each plant having daily deliverability of 20,000 Mcf. of 1,000 Btu gas for peak shaving purposes. IP also owns an inactive gas plant at Danville. Liquefied petroleum gas plants at Galesburg and Jacksonville were retired in 1994 with salvage and demolition to occur in 1995. Gas properties include approximately 7,800 miles of mains. IP owns 20% of the capital stock of Electric Energy, Inc., an Illinois corporation, which was organized to own and operate a steam electric generating station and related transmission facilities near Joppa, Illinois to supply electric energy to the Department of Energy for its project near Paducah, Kentucky. All of the electric and gas properties of IP are located within the State of Illinois. A 345,000 volt transmission line running from a point at the Indiana state border to a site near Sidney, Illinois delivers and receives electric energy at the eastern edge of the State of Illinois. This line is an interconnection with Indiana Michigan Power Company. A second 345,000 volt line running from a point at the Kentucky state border to a site near Mt. Vernon, Illinois (a portion of such line is owned by Central Illinois Public Service Company) delivers and receives electric energy at the southern end of the State of Illinois. This line is an interconnection with Tennessee Valley Authority. 3. The following information for the last calendar year with respect to claimant and each of its subsidiary public utility companies: (a) Number of Kwh. of electric energy sold (at retail or wholesale) and Mcf. of natural or manufactured gas distributed at retail. Company Total Electric Retail Gas Sales Sales (Kwh.) (Mcf.) - --------------------------------------------------------- Illinois Power 22,111,631,491 58,834,874 Company Electric Energy, 15,636,124,339 None Inc. (b) Number of Kwh. of electric energy and Mcf. of natural or manufactured gas distributed at retail outside the State in which each such company is organized. In 1994, EEI billed the Department of Energy for 12,879,400,339 Kwh. of electric energy delivered to the Department of Energy project near Paducah, Kentucky. Gas is distributed by IP only within the State of Illinois. (c) Number of Kwh. of electric energy and Mcf. of natural or manufactured gas sold at wholesale outside the State in which each such company is organized, or at the State line. Company Electric Sales Gas Sales (Mcf.) (Kwh.) - ----------------------------------------------------------- Illinois Power 1,234,007,000 (*) None Company (*)Sold 40,140,000 kilowatt-hours to Indiana-Michigan Power Company at the Illinois-Indiana state line, 1,067,570,000 kilowatt-hours to the Tennessee Valley Authority at the Illinois-Kentucky state line and 126,297,000 kilowatt-hours to Kentucky Utilities at the Illinois-Kentucky state line. (d) Number of Kwh. of electric energy and Mcf. of natural or manufactured gas purchased outside the State in which each such company is organized or at the State line. Company Electric Purchases Gas Purchases (Kwh.) (Mcf.) - --------------------------------------------------------- Illinois Power 332,251,000 (**) None Company (**)Purchased 69,228,000 kilowatt-hours from Indiana- Michigan Power Company at the Illinois-Indiana state line, 239,167,000 kilowatt-hours from the Tennessee Valley Authority at the Illinois-Kentucky state line and 23,856,000 kilowatt-hours from Kentucky Utilities at the Illinois-Kentucky state line. 4. The following information for the reporting period with respect to claimant and each interest it holds directly or indirectly in an EWG or a foreign utility company, stating monetary amounts in United States dollars: (a)Name, location, business address and description of the facilities used by the EWG or foreign utility company for the generation, transmission and distribution of electric energy for sale or for the distribution at retail of natural or manufactured gas. None (b)Name of each system company that holds an interest in such EWG or foreign utility company; and description of the interest held. None (c)Type and amount of capital invested, directly or indirectly, by the holding company claiming exemption; any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption; and any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company, other than the EWG or foreign utility company. None (d)Capitalization and earnings of the EWG or foreign utility company during the reporting period. None (e)Identify any service, sales or construction contract(s) between the EWG or foreign utility company and a system company, and describe the services to be rendered or goods sold and fees or revenues under such agreement(s). None The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer on the 28th day of February, 1995. ILLINOIS POWER COMPANY By /s/Alec G. Dreyer -------------------------- Alec G. Dreyer Treasurer & Controller Corporate Seal Attest: /s/Leah Manning Stetzner - ---------------------------- Leah Manning Stetzner Vice President, General Counsel and Corporate Secretary Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed: Alec G. Dreyer Treasurer & Controller Illinois Power Company 500 South 27th Street Decatur, Illinois 62525-1805 EXHIBIT A A consolidating statement of income and retained earnings of the claimant and its subsidiary companies for the last calendar year, together with a balance sheet of claimant and its subsidiary companies as of the close of such calendar year. Consolidating statements have not been furnished with respect to IP and IP Gas Supply Company, Illinois Power Fuel Company and Electric Energy, Inc., inasmuch as IP accounts for these investments under the equity accounting method. Illinois Power Capital, L.P., is a limited partnership in which IP serves as a general partner. In accordance with Statement of Financial Accounting Standards No. 94, "Consolidation of All Majority-Owned Subsidiaries," IP consolidates the accounts of Illinois Power Capital. Attached are the balance sheets as of December 31, 1994, and income statements and statements of retained earnings for the twelve months ended December 31, 1994, for IP, IP Gas Supply Company, Illinois Power Fuel Company and Electric Energy, Inc. EX-99 2 IPC CONSOLIDATED BALANCE SHEET Illinois Power Company Consolidated Balance Sheet As of December 31, 1994 (Millions of Dollars)
Exhibit A to Form U-3A-2 Assets Utility Plant, at original cost Electric (includes construction work in progress of $202.8 million) $ 6,023.1 Gas (includes construction work in progress of $16.8 million) 606.1 ------------ 6,629.2 Less - Accumulated depreciation 2,102.7 ------------ 4,526.5 Nuclear fuel in process 6.2 Nuclear fuel under capital lease 111.5 ------------ 4,644.2 ------------ Investments and Other Assets 15.4 ------------ Current Assets Cash and cash equivalents 47.9 Accounts receivable (less allowance for doubtful accounts of $3 million) Service 110.4 Other 52.6 Accrued unbilled revenue 78.9 Materials and supplies, at average cost Fossil fuel 18.7 Gas in underground storage 23.1 Operating materials 92.1 Prepaid and refundable income taxes 11.5 Prepayments and other 23.4 ------------ 458.6 ------------ Deferred Charges Deferred Clinton costs 110.8 Recoverable income taxes 147.3 Other 219.5 ------------ 477.6 ------------ $ 5,595.8 ============
EX-99 3 IPC CONSOLIDATED BALANCE SHEET (PAGE2) Illinois Power Company Consolidated Balance Sheet As of December 31, 1994 (Millions of Dollars)
Exhibit A to Form U-3A-2 Capital and Liabilities Capitalization Common stock equity No par value 100,000,000 shares authorized; 75,643,937 shares outstanding, stated at $ 1,424.6 Retained earnings 51.1 Less - Capital stock expense 9.7 ------------ Total common stock equity 1,466.0 Preferred stock 321.7 Mandatorily redeemable preferred stock 36.0 Long-term debt 1,946.1 ------------ Total capitalization 3,769.8 ------------ Current Liabilities Accounts payable 108.7 Notes payable 238.8 Long-term debt and lease obligations maturing within one year 33.5 Dividends declared 23.4 Taxes accrued 32.3 Interest accrued 38.4 Other 55.8 ------------ 530.9 ------------ Deferred Credits Accumulated deferred income taxes 981.4 Accumulated deferred investment tax credits 230.9 Other 82.8 ------------ 1,295.1 ------------ $ 5,595.8 ============
EX-99 4 IPC CONSOLIDATED INCOME STATEMENT Illinois Power Company Consolidated Income Statement For the Year Ended December 31, 1994 (Millions of Dollars)
Exhibit A to Form U-3A-2 Operating Revenues Electric $ 1,177.5 Electric interchange 110.0 Gas 302.0 ------------ Total 1,589.5 ------------ Operating Expenses and Taxes Fuel for electric plants 266.6 Power purchased 52.6 Gas purchased for resale 172.4 Other operating expenses 260.0 Maintenance 89.6 Depreciation and amortization 175.8 General taxes 130.3 Deferred Clinton costs 3.5 Income taxes 118.3 ------------ Total 1,269.1 ------------ Operating income 320.4 ------------ Other Income and Deductions Allowance for equity funds used during construction 3.8 Miscellaneous - net (5.5) ------------ Total (1.7) ------------ Income before interest charges 318.7 ------------ Interest Charges Interest on long-term debt 135.1 Other interest charges 8.8 Allowance for borrowed funds used during construction (5.5) ------------ Total 138.4 ------------ Net Income 180.3 Less - Preferred dividend requirements 24.9 Plus - Excess of carrying amount over consideration paid for redemption of preferred stock 6.4 ------------ Net income applicable to common stock $ 161.8 ============
EX-99 5 IPC CONS STATEMENT OF RETAINED EARNINGS Illinois Power Company Consolidated Statement of Retained Earnings For the Year Ended December 31, 1994 (Millions of Dollars)
Exhibit A to Form U-3A-2 Balance (deficit) at beginning of year $ (71.0) Net income before dividends 180.3 ------------ 109.3 ------------ Less: Dividends - Preferred stock 11.1 Common stock 53.5 Plus: Excess of carrying value over consideration paid for redemption of preferred stock 6.4 ------------ (58.2) ------------ Balance at end of year $ 51.1 ============
EX-99 6 IP GAS SUPPLY COMPANY B/S IP Gas Supply Company Balance Sheet As of December 31, 1994 (Thousands of Dollars) (Unaudited)
Exhibit A to Form U-3A-2 ASSETS Cash $ 95 Accounts receivable - Illinois Power Company 5,427 Preliminary survey and investigation charges 357 Incorporation fees 7 ------------- Total assets $ 5,886 ============= LIABILITIES AND STOCKHOLDERS' EQUITY Taxes accrued $ (1) Common stock, par value $100 4,100 Retained earnings 1,787 ------------- Total liabilities and stockholders' equity $ 5,886 =============
------------------------------------------------- IP Gas Supply Company Income Statement For the Year Ended December 31, 1994 (Thousands of Dollars) (Unaudited) Operating revenues $ 108 Operating expenses and taxes 55 ------------- Operating income 53 Other income (deductions) - ------------- Net income $ 53 =============
---------------------------------------------- IP Gas Supply Company Statement of Retained Earnings For the Year Ended December 31, 1994 (Thousands of Dollars) (Unaudited) Balance at beginning of year $ 1,734 Net income 53 ------------- Balance at end of year $ 1,787 =============
EX-99 7 IP FUEL COMPANY B/S Illinois Power Fuel Company Balance Sheet As of December 31, 1994 (Thousands of Dollars)
Exhibit A to Form U-3A-2 ASSETS ------ Current Assets Cash and cash equivalents $ 291 Accounts receivable from Illinois Power Company 15,873 Prepaid interest 197 Prepayments 3 Net investment in nuclear fuel 33,281 -------------- 49,645 Noncurrent Assets Net investment in nuclear fuel 85,166 -------------- $ 134,811 ============== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current Liabilities Accounts payable to Illinois Power Company $ 6,936 Accrued interest 1,181 Notes payable 36,594 Long-term debt maturing within one year 30,000 -------------- 74,711 -------------- Noncurrent Liabilities Long-term debt 60,000 -------------- Stockholders' Equity Common stock, par value $1 (100,000 shares authorized, issued and outstanding) 100 Retained earnings - -------------- 100 -------------- $ 134,811 ==============
EX-99 8 IP FUEL CO. I/S AND RETAINED EARNINGS Illinois Power Fuel Company Income Statement For the Year Ended December 31, 1994 (Thousands of Dollars)
Exhibit A to Form U-3A-2 Revenues Nuclear fuel lease income $ 51,954 Non-utility operations 21 -------------- 51,975 -------------- Expenses and Taxes Amortization of nuclear fuel 44,770 Interest expenses, net 7,190 Income taxes 3 -------------- 51,963 -------------- Net Income $ 12 ============== ----------------------------------
Illinois Power Fuel Company Statement of Retained Earnings For the Year Ended December 31, 1994 (Thousands of Dollars) Balance at beginning of year $ - Net income 12 -------------- 12 Less- Dividends paid 12 -------------- Balance at end of year $ - ==============
EX-99 9 ELECTRIC ENERGY, INC B/S Electric Energy, Inc. Balance Sheet As of December 31, 1994 (Thousands of Dollars) (Unaudited)
Exhibit A to Form U-3A-2 ASSETS Utility Plant Utility plant in service $ 321,408 Construction work in progress 7,795 -------------- 329,203 Less - Accumulated depreciation 218,578 -------------- 110,625 -------------- Current Assets Cash 92 Working funds 38 Accounts receivable from the Department of Energy 20,900 Accounts receivable from sponsoring companies 9,176 Accounts receivable from subsidiaries- short term 8,007 Other accounts receivable 2,309 Fuel inventory 5,173 Plant material and supplies inventory 5,656 Prepayments 533 -------------- 51,884 -------------- Other Assets Unamortized debt expense 723 Postretirement benefit receivable 3,151 Prepaid pension cost 3,350 Deferred charges and other assets 2,225 Deferred taxes 5,572 Long-term receivable - subsidiary 13,556 -------------- 28,577 -------------- $ 191,086 ==============
EX-99 10 ELECTRIC ENERGY, INC B/S (PAGE 2) Electric Energy, Inc. Balance Sheet As of December 31, 1994 (Thousands of Dollars) (Unaudited)
Exhibit A to Form U-3A-2 CAPITAL AND LIABILITIES ----------------------- Capitalization Common stock equity - Common stock $ 6,200 Retained earnings 2,634 Long-term debt 130,000 -------------- 138,834 -------------- Current and Accrued Liabilities Notes payable 16,100 Accounts payable 12,130 Accounts payable to sponsoring companies 10,209 Interest accrued 457 Dividends payable 3,280 Accrued taxes other than income 103 Accrued income taxes 2,380 -------------- 44,659 -------------- Other Liabilities Provision for injuries and damages 678 Postretirement benefit liability 3,151 Pension liability 3,350 Deferred taxes 414 -------------- 7,593 -------------- $ 191,086 ==============
EX-99 11 EEI INCOME STATEMENT & RETAINED EARNINGS Electric Energy, Inc. Income Statement For the Year Ended December 31, 1994 (Thousands of Dollars) (Unaudited)
Exhibit A to Form U-3A-2 Operating Revenues Sales to Department of Energy Permanent power $ 95,362 Additional power 136,405 Excess power 1,108 Firm additional power 5,815 -------------- Total sales to Department of Energy 238,690 Sales to other electric utilities 62,922 Other electric revenues 61 -------------- Total Operating Revenues 301,673 -------------- Operating Expenses Purchased power 133,883 Fuel 78,895 Operation 19,940 Maintenance 19,076 Depreciation 13,559 Taxes other than income taxes 1,929 Income taxes 11,087 -------------- Total Operating Expenses 278,369 -------------- Income from Operations 23,304 -------------- Other (Income) and Expense Interest income (301) Interest expense 9,429 Other, net 285 -------------- Total Other (Income) and Expense 9,413 -------------- Net Income $ 13,891 ============== ----------------------------------
Electric Energy, Inc. Statement of Retained Earnings For the Year Ended December 31, 1994 (Thousands of Dollars) (Unaudited) Balance at beginning of year $ 2,634 Net income 13,891 -------------- 16,525 Less- Dividends on common stock 13,891 -------------- Balance at end of year $ 2,634 ==============
EX-27 12 FINANCIAL DATA SCHEDULE
OPUR3 YEAR DEC-31-1994 DEC-31-1994 PER-BOOK $5,596 $1,590 $162
EX-99 13 EXHIBIT C An organization chart showing the relationship of each EWG or foreign utility company to associate companies in the holding-company system is not applicable as reflected in our responses in Item 4. -----END PRIVACY-ENHANCED MESSAGE-----