-----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, TD9B2vUU2y6ZlkobJlZzj8stH5LJxYuK81Fv5tNZfkKg40MljIjJPE11iUBD+dg1 lu6aZKrlP02gaUSMyFOgFg== 0000049816-97-000022.txt : 19970619 0000049816-97-000022.hdr.sgml : 19970619 ACCESSION NUMBER: 0000049816-97-000022 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970618 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03004 FILM NUMBER: 97625884 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 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(dd) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 Commission file number 1-3004 Illinois Power Company Incentive Savings Plan for Employees Covered Under a Collective Bargaining Agreement (Full title of the plan) Illinova Corporation 500 South 27th Street Decatur, Illinois 62525 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office.) ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION DECEMBER 31, 1996 ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Index to Financial Statements and Additional Information Financial Statements: Page Report of Independent Accountants 1 Statement of Net Assets Available for Benefits with fund information as of December 31, 1996 and 1995 2-12 Statement of Changes in Net Assets Available for Benefits with fund information for the years ended December 31, 1996 and 1995 13-24 Notes to Financial Statements 25-31 Additional Information: Schedule I - Schedule of Assets Held for Investment Purposes Schedule II - Schedule of Reportable Transactions Note: Other schedules required by section 2520.10310 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Net Assets Available for Benefits As of December 31, 1996 Illinova Equity Stock Income Fund Fund ASSETS: Cash and Temporary Cash Investments $251,748 $0 Investments at Fair Value 22,811,497 16,154,296 ----------- ----------- Total Investments 23,063,245 16,154,296 Dividends and Interest Receivable 1,119 0 Employee Contributions Receivable 3,456 73,280 Employer Contributions Receivable 1,264,346 0 Loan Repayments Receivable 1,114 20,216 Loans Outstanding 0 0 ----------- ----------- Other Assets 1,270,035 93,496 ----------- ----------- Total Assets 24,333,280 16,247,792 ----------- ----------- LIABILITIES: Accrued Expenses 66,855 0 ----------- ----------- Total Liabilities 66,855 0 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $24,266,425 $16,247,792 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Net Assets Available for Benefits As of December 31,1996 Retirement Growth Loan Fund Fund ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 18,349,277 0 ----------- ---------- Total Investments 18,349,277 0 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 82,578 0 Employer Contributions Receivable 0 0 Loan Repayments Receivable 21,323 (60,935) Loans Outstanding 0 2,805,579 ----------- --------- Other Assets 103,901 2,744,644 ------------ --------- Total Assets 18,453,178 2,744,644 ----------- ---------- LIABILITIES: Accrued Expenses 0 0 ----------- ---------- Total Liabilities 0 0 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $18,453,178 $2,744,644 =========== ========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Net Assets Available for Benefits As of December 31, 1996 Asset Asset Manager Manager Income Growth Fund Fund ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 302,753 2,397,751 ---------- ---------- Total Investments 302,753 2,397,751 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 2,503 14,476 Employer Contributions Receivable 0 0 Loan Repayments Receivable 403 2,383 Loans Outstanding 0 0 ---------- ----------- Other Assets 2,906 16,859 ---------- ---------- Total Assets 305,659 2,414,610 ---------- ----------- LIABILITIES: Accrued Expenses 0 0 ---------- --------- Total Liabilities 0 0 ---------- --------- NET ASSETS AVAILABLE FOR BENEFITS $305,659 $2,414,610 ========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Net Assets Available for Benefits As of December 31, 1996 Asset Manager International Fund Fund ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 3,438,571 1,469,320 ----------- --------- Total Investments 3,438,571 1,469,320 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 16,826 10,094 Employer Contributions Receivable 0 0 Loan Repayments Receivable 2,650 2,458 Loans Outstanding 0 0 ----------- ---------- Other Assets 19,476 12,552 ----------- ---------- Total Assets 3,458,047 1,481,872 ----------- ---------- LIABILITIES: Accrued Expenses 0 0 ----------- ---------- Total Liabilities 0 0 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $3,458,047 $1,481,872 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Net Assets Available for Benefits As of December 31, 1996 Managed Income Portfolio Total All Fund Funds ASSETS: Cash and Temporary Cash Investments $0 $251,748 Investments at Fair Value 10,955,488 75,878,953 ---------- ---------- Total Investments 10,955,488 76,130,701 Dividends and Interest Receivable 0 1,119 Employee Contributions Receivable 34,734 237,947 Employer Contributions Receivable 0 1,264,346 Loan Repayments Receivable 10,388 0 Loans Outstanding 0 2,805,579 ----------- ----------- Other Assets 45,122 4,308,991 ----------- ----------- Total Assets 11,000,610 80,439,692 ----------- ----------- LIABILITIES: Accrued Expenses 0 66,855 ----------- ----------- Total Liabilities 0 66,855 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $11,000,610 $80,372,837 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Net Assets Available for Benefits As of December 31, 1995 Guaranteed Illinova Investment Stock Fund Fund ASSETS: Cash and Temporary Cash Investments $0 $240,319 Investments at Fair Value 3,368,925 24,681,810 ----------- ----------- Total Investments 3,368,925 24,922,129 Dividends and Interest Receivable 0 1,180 Employee Contributions Receivable 0 999 Employer Contributions Receivable 0 2,178,061 Loan Repayments Receivable 0 0 Loans Outstanding 0 0 ----------- ----------- Other Assets 0 2,180,240 ----------- ----------- Total Assets 3,368,925 27,102,369 ----------- ----------- LIABILITIES: Accrued Expenses 0 2,899 ----------- ----------- Total Liabilities 0 2,899 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $3,368,925 $27,099,470 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Net Assets Available for Benefits As of December 31, 1995 Equity Retirement Income Growth Fund Fund ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 12,724,309 17,061,240 ----------- ----------- Total Investments 12,724,309 17,061,240 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 0 0 Employer Contributions Receivable 0 0 Loan Repayments Receivable 0 0 Loans Outstanding 0 0 ----------- ----------- Other Assets 0 0 ----------- ----------- Total Assets 12,724,309 17,061,240 ----------- ----------- LIABILITIES: Accrued Expenses 0 0 ----------- ----------- Total Liabilities 0 0 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $12,724,309 $17,061,240 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Net Assets Available for Benefits As of December 31, 1995 Asset Manager Loan Income Fund Fund ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 0 273,524 ----------- ---------- Total Investments 0 273,524 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 0 0 Employer Contributions Receivable 0 0 Loan Repayments Receivable 0 0 Loans Outstanding 2,257,400 0 ----------- ---------- Other Assets 2,257,400 0 ----------- ---------- Total Assets 2,257,400 273,524 ----------- ---------- LIABILITIES: Accrued Expenses 0 0 ----------- ---------- Total Liabilities 0 0 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $2,257,400 $273,524 =========== ========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Net Assets Available for Benefits As of December 31, 1995 Asset Manager Asset Growth Manager Fund Fund ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 1,871,215 3,312,861 ----------- ----------- Total Investments 1,871,215 3,312,861 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 0 0 Employer Contributions Receivable 0 0 Loan Repayments Receivable 0 0 Loans Outstanding 0 0 ----------- ----------- Other Assets 0 0 ----------- ----------- Total Assets 1,871,215 3,312,861 ----------- ----------- LIABILITIES: Accrued Expenses 0 0 ----------- ----------- Total Liabilities 0 0 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $1,871,215 $3,312,861 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Net Assets Available for Benefits As of December 31, 1995 Managed Income International Portfolio Fund Fund ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 1,247,197 8,846,229 ----------- ---------- Total Investments 1,247,197 8,846,229 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 0 0 Employer Contributions Receivable 0 0 Loan Repayments Receivable 0 0 Loans Outstanding 0 0 ----------- ---------- Other Assets 0 0 ----------- ---------- Total Assets 1,247,197 8,846,229 ----------- ----------- LIABILITIES: Accrued Expenses 0 0 ----------- ----------- Total Liabilities 0 0 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $1,247,197 $8,846,229 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Net Assets Available for Benefits As of December 31, 1995 Total All Funds ASSETS: Cash and Temporary Cash Investments $240,319 Investments at Fair Value 73,387,310 ---------- Total Investments 73,627,629 Dividends and Interest Receivable 1,180 Employee Contributions Receivable 999 Employer Contributions Receivable 2,178,061 Loan Repayments Receivable 0 Loans Outstanding 2,257,400 ---------- Other Assets 4,437,640 ---------- Total Assets 78,065,269 ----------- LIABILITIES: Accrued Expenses 2,899 ---------- Total Liabilities 2,899 ---------- NET ASSETS AVAILABLE FOR BENEFITS $78,062,370 =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1996 Guaranteed Illinova Investment Stock Fund Fund Sources of Participants' Equity: Contributions: Employee $0 $90,279 Employer 0 2,382,672 Fund-to-Fund Transfers (2,981,245) (848,173) Plan-to-Plan Transfers (8,632) (240,896) Loan Repayments 0 26,373 ---------- --------- (2,989,877) 1,410,255 ---------- ---------- Investment Income: Dividend and Interest Income 70,766 948,221 Net Change in Fair Value of Investments 0 (2,217,798) ---------- ----------- 70,766 (1,269,577) ---------- ----------- Application of Participants' Equity: Loans to Participants 38,495 50,774 Distributions to Active and Terminated Participants 411,319 2,894,763 Administrative and Miscellaneous Expenses 0 28,186 ---------- ----------- 449,814 2,973,723 ---------- ----------- Increase (Decrease) in Net Assets Available for Benefits (3,368,925) (2,833,045) Net Assets Available for Benefits, Beginning of Year 3,368,925 27,099,470 ---------- ---------- Net Assets Available for Benefits, End of Year $0 $24,266,425 ========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1996 Equity Retirement Income Growth Fund Fund Sources of Participants' Equity: Contributions: Employee $1,611,289 $1,998,396 Employer 0 0 Fund-to-Fund Transfers 957,251 (146,654) Plan-to-Plan Transfers (196,008) (131,997) Loan Repayments 304,888 437,071 ----------- --------- 2,677,420 2,156,816 ----------- ----------- Investment Income: Dividend and Interest Income 998,419 2,251,091 Net Change in Fair Value of Investments 1,641,238 (850,496) ----------- ----------- 2,639,657 1,400,595 ----------- ---------- Application of Participants' Equity: Loans to Participants 435,167 625,882 Distributions to Active and Terminated Participants 1,353,351 1,538,229 Administrative and Miscellaneous Expenses 5,076 1,362 ----------- --------- 1,793,594 2,165,473 ----------- ----------- Increase (Decrease) in Net Assets Available for Benefits 3,523,483 1,391,938 Net Assets Available for Benefits, Beginning of Year 12,724,309 17,061,240 ----------- ---------- Net Assets Available for Benefits, End of Year $16,247,792 $18,453,178 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1996 Asset Manager Loan Income Fund Fund Sources of Participants' Equity: Contributions: Employee $0 $60,867 Employer 0 0 Fund-to-Fund Transfers 0 18,713 Plan-to-Plan Transfers (34,288) (1,766) Loan Repayments (917,816) 7,933 ----------- ----------- (952,104) 85,747 ----------- ----------- Investment Income: Dividend and Interest Income 0 20,552 Net Change in Fair Value of Investments 0 367 ----------- ---------- 0 20,919 ----------- ---------- Application of Participants' Equity: Loans to Participants (1,631,328) 6,598 Distributions to Active and Terminated Participants 191,924 67,933 Administrative and Miscellaneous Expenses 56 0 ----------- --------- (1,439,348) 74,531 ----------- ---------- Increase (Decrease) in Net Assets Available for Benefits 487,244 32,135 Net Assets Available for Benefits, Beginning of Year 2,257,400 273,524 ----------- ---------- Net Assets Available for Benefits, End of Year $2,744,644 $305,659 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1996 Asset Manager Asset Growth Manager Fund Fund Sources of Participants' Equity: Contributions: Employee $331,775 $407,265 Employer 0 0 Fund-to-Fund Transfers 135,815 (118,016) Plan-to-Plan Transfers (45,836) (50,856) Loan Repayments 47,568 54,051 ----------- ----------- 469,322 292,444 ----------- ---------- Investment Income: Dividend and Interest Income 196,481 266,963 Net Change in Fair Value of Investments 140,898 117,051 ----------- ----------- 337,379 384,014 ----------- ----------- Application of Participants' Equity: Loans to Participants 54,214 75,020 Distributions to Active and Terminated Participants 209,046 456,167 Administrative and Miscellaneous Expenses 46 85 ----------- ----------- 263,306 531,272 ----------- ----------- Increase (Decrease) in Net Assets Available for Benefits 543,395 145,186 Net Assets Available for Benefits, Beginning of Year 1,871,215 3,312,861 ----------- ----------- Net Assets Available for Benefits, End of Year $2,414,610 $3,458,047 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1996 Managed Income International Portfolio Fund Fund Sources of Participants' Equity: Contributions: Employee $238,051 $854,699 Employer 0 0 Fund-to-Fund Transfers 4,543 2,977,766 Plan-to-Plan Transfers (59,534) (69,683) Loan Repayments 45,934 209,433 ----------- ---------- 228,994 3,972,215 ----------- ----------- Investment Income: Dividend and Interest Income 45,771 548,224 Net Change in Fair Value of Investments 106,229 0 ----------- ---------- 152,000 548,224 ----------- ---------- Application of Participants' Equity: Loans to Participants 43,343 301,835 Distributions to Active and Terminated Participants 102,845 2,055,631 Administrative and Miscellaneous Expenses 131 8,592 ----------- ---------- 146,319 2,366,058 ----------- ---------- Increase (Decrease) in Net Assets Available for Benefits 234,675 2,154,381 Net Assets Available for Benefits, Beginning of Year 1,247,197 8,846,229 ----------- ---------- Net Assets Available for Benefits, End of Year $1,481,872 $11,000,610 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1996 Total All Funds Sources of Participants' Equity: Contributions: Employee $5,592,621 Employer 2,382,672 Fund-to-Fund Transfers 0 Plan-to-Plan Transfers (839,496) Loan Repayments 215,435 ---------- 7,351,232 ----------- Investment Income: Dividend and Interest Income 5,346,488 Net Change in Fair Value of Investments (1,062,511) ---------- 4,283,977 ---------- Application of Participants' Equity: Loans to Participants 0 Distributions to Active and Terminated Participants 9,281,208 Administrative and Miscellaneous Expenses 43,534 ---------- 9,324,742 ---------- Increase (Decrease) in Net Assets Available for Benefits 2,310,467 Net Assets Available for Benefits, Beginning of Year 78,062,370 ---------- Net Assets Available for Benefits, End of Year $80,372,837 =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1995 Guaranteed Illinova Investment Stock Fund Fund Sources of Participants' Equity: Contributions: Employee $42 $93,387 Employer 0 3,507,436 Fund-to-Fund Transfers (309,160) (514,140) Plan-to-Plan Transfers 6,871 36,800 Loan Repayments 5,112 21,966 ----------- --------- (297,135) 3,145,449 ----------- ---------- Investment Income: Dividend and Interest Income 202,031 744,712 Net Change in Fair Value of Investments 0 6,205,085 ----------- ----------- 202,031 6,949,797 ----------- ----------- Application of Participants' Equity: Loans to Participants 80,456 23,855 Distributions to Active and Terminated Participants 226,053 946,559 Administrative and Miscellaneous Expenses (35) 22,379 ----------- ----------- 306,474 992,793 ----------- ----------- Increase (Decrease) in Net Assets Available for Benefits (401,578) 9,102,453 Net Assets Available for Benefits, Beginning of Year 3,770,503 17,997,017 ----------- ----------- Net Assets Available for Benefits, End of Year $3,368,925 $27,099,470 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1995 Equity Retirement Income Growth Fund Fund Sources of Participants' Equity: Contributions: Employee $1,526,052 $2,089,783 Employer 0 0 Fund-to-Fund Transfers 608,929 340,774 Plan-to-Plan Transfers (107,546) (182,004) Loan Repayments 154,016 243,698 ----------- ----------- 2,181,451 2,492,251 ----------- ----------- Investment Income: Dividend and Interest Income 702,890 1,621,533 Net Change in Fair Value of Investments 2,176,701 1,496,345 ----------- ----------- 2,879,591 3,117,878 ----------- ----------- Application of Participants' Equity: Loans to Participants 274,275 472,381 Distributions to Active and Terminated Participants 191,165 269,312 Administrative and Miscellaneous Expenses 0 0 ----------- ----------- 465,440 741,693 ----------- ----------- Increase (Decrease) in Net Assets Available for Benefits 4,595,602 4,868,436 Net Assets Available for Benefits, Beginning of Year 8,128,707 12,192,804 ----------- ---------- Net Assets Available for Benefits, End of Year $12,724,309 $17,061,240 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1995 Asset Manager Loan Income Fund Fund Sources of Participants' Equity: Contributions: Employee $0 $75,273 Employer 0 0 Fund-to-Fund Transfers 25,797 31,121 Plan-to-Plan Transfers (34,644) 2,659 Loan Repayments (628,008) 7,408 ----------- ---------- (636,855) 116,461 ----------- ---------- Investment Income: Dividend and Interest Income 136 10,774 Net Change in Fair Value of Investments 0 20,504 ----------- ---------- 136 31,278 ----------- ---------- Application of Participants' Equity: Loans to Participants (1,359,082) 1,744 Distributions to Active and Terminated Participants 3,747 3,451 Administrative and Miscellaneous Expenses 0 0 ----------- ---------- (1,355,335) 5,195 ----------- ---------- Increase (Decrease) in Net Assets Available for Benefits 718,616 142,544 Net Assets Available for Benefits, Beginning of Year 1,538,784 130,980 ----------- --------- Net Assets Available for Benefits, End of Year $2,257,400 $273,524 =========== ========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1995 Asset Manager Asset Growth Manager Fund Fund Sources of Participants' Equity: Contributions: Employee $378,428 $559,695 Employer 0 0 Fund-to-Fund Transfers (147,613) (103,000) Plan-to-Plan Transfers (17,009) (23,195) Loan Repayments 38,154 36,145 ----------- --------- 251,960 469,645 ----------- ----------- Investment Income: Dividend and Interest Income 28,411 87,394 Net Change in Fair Value of Investments 274,462 389,505 ----------- ---------- 302,873 476,899 ----------- ---------- Application of Participants' Equity: Loans to Participants 87,684 69,999 Distributions to Active and Terminated Participants 43,303 118,999 Administrative and Miscellaneous Expenses 0 0 ----------- --------- 130,987 188,998 ----------- --------- Increase (Decrease) in Net Assets Available for Benefits 423,846 757,546 Net Assets Available for Benefits, Beginning of Year 1,447,369 2,555,315 ----------- ---------- Net Assets Available for Benefits, End of Year $1,871,215 $3,312,861 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1995 Managed Income International Portfolio Fund Fund Sources of Participants' Equity: Contributions: Employee $313,191 $1,355,227 Employer 0 0 Fund-to-Fund Transfers (113,073) 180,365 Plan-to-Plan Transfers (18,334) 2,990 Loan Repayments 36,270 171,758 ----------- ----------- 218,054 1,710,340 ----------- ----------- Investment Income: Dividend and Interest Income 39,056 449,523 Net Change in Fair Value of Investments 94,426 0 ----------- ----------- 133,482 449,523 ----------- ----------- Application of Participants' Equity: Loans to Participants 30,435 318,253 Distributions to Active and Terminated Participants 12,448 475,923 Administrative and Miscellaneous Expenses 0 0 ----------- ----------- 42,883 794,176 ----------- ----------- Increase (Decrease) in Net Assets Available for Benefits 308,653 1,365,687 Net Assets Available for Benefits, Beginning of Year 938,544 7,480,542 ----------- ----------- Net Assets Available for Benefits, End of Year $1,247,197 $8,846,229 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1995 Total All Funds Sources of Participants' Equity: Contributions: Employee $6,391,078 Employer 3,507,436 Fund-to-Fund Transfers 0 Plan-to-Plan Transfers (333,412) Loan Repayments 86,519 ---------- 9,651,621 ----------- Investment Income: Dividend and Interest Income 3,886,460 Net Change in Fair Value of Investments 10,657,028 ---------- 14,543,488 ---------- Application of Participants' Equity: Loans to Participants 0 Distributions to Active and Terminated Participants 2,290,960 Administrative and Miscellaneous Expenses 22,344 ---------- 2,313,304 ---------- Increase (Decrease) in Net Assets Available for Benefits 21,881,805 Net Assets Available for Benefits, Beginning of Year 56,180,565 ---------- Net Assets Available for Benefits, End of Year $78,062,370 =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF PLAN: General: The Illinois Power Company Incentive Savings Plan for Employees Covered Under a Collective Bargaining Agreement (the Plan) is sponsored and administered by Illinois Power Company (the Company). The Plan became effective as of January 1, 1987. Assets of the Plan are held and managed by a Trustee. For the first six months of 1995, the Trustee was State Street Bank and Trust Company of Boston, Massachusetts. Effective July 1, 1995, Fidelity Management Trust Company of Boston, Massachusetts became trustee and custodian. The purpose of the Plan is to enable participants to invest a portion of their salaries in tax deferred savings as allowed by the Internal Revenue Code. The Plan is subject to and in compliance with the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) as amended. Illinois Power Company is a wholly-owned subsidiary of Illinova Corporation (Illinova). Although Illinois Power Company remains the sponsor and administrator of the Plan, all shares of stock contributed to participants' accounts or held in the Stock Fund are shares of Illinova. Participation: All employees of the Company who are covered under a collective bargaining agreement are eligible to participate in the Plan. Participation is voluntary. Active participation ceases upon termination of employment with the Company. Former employees can choose to liquidate their accounts or to leave them in the Plan. Earnings will continue to accrue on undistributed accounts. All accounts, whether for active or former employees, are fully vested. Plan Changes and Amendments: As of June 30, 1994, the administrator started phasing out the Guaranteed Investment Contract option. No funds were contributed or transferred to the GIC after that date. Funds in the guaranteed investment contract were eligible to remain there until June 30, 1996, at which time the contract matured and the remaining funds were transferred to the Managed Income Portfolio. Contributions: Participants may make before-tax contributions by payroll deduction up to the legal dollar limit. Participants may also make after-tax contributions in cash or by payroll deduction. Total contributions are limited to the applicable percentage limit set by law. A participant may also "roll- over" into the Plan amounts previously invested in another retirement plan. Participants have the option of directing their contributions into any or all of the investment funds in the proportions they choose. They may change their direction options or transfer amounts from fund to fund at any time. The Company contributes a monthly matching contribution to the Plan equal to 50% of the first $80 of the participants' monthly before-tax contributions and 25% of the balance of deferrals per month, up to 6% of the employee's base earnings for the month. All Company matching contributions are paid in units of Illinova common stock and are contained in the Stock Fund. Dividends on stock held in the Stock Fund are invested in the Stock Fund and increase the unit value of the Fund. The Company has an Incentive Compensation arrangement in which employees can earn cash and Illinova stock if specified performance goals are met. Units awarded under the Incentive Compensation arrangement are held in the Stock Fund. Dividends earned on these units are invested in the Stock Fund and increase its unit value. Shares previously held in the Tax Reduction Act Stock Ownership Plan (TRASOP), which was eliminated in 1988, are also held in the Stock Fund. ESOP: In October 1990, the Board of Directors authorized amendments to the Incentive Savings Plan to provide for the implementation of an Employee Stock Ownership Plan (ESOP) arrangement. Under this arrangement, the Company, pursuant to authorization granted by the Illinois Commerce Commission (ICC), loaned $35 million to the Trustee of the ESOP in January 1991. The loan proceeds were used to purchase 2,031,445 shares of the Company's common stock on the open market. These shares are held in the ESOP and are allocated to the accounts of eligible participating employees as they are earned through the Match or Incentive Compensation features of the Plan. As of December 31, 1996, 235,164 and 323,840 shares have been allocated to bargaining unit employees for Company Match and Incentive Compensation, respectively. Distributions: Distributions as provided for in the Plan are made to Plan participants or their beneficiaries no later than 120 days following the close of the Plan year in which the participant reaches age 70 1/2 unless an earlier distribution is requested. All distributions are made in the form of cash and/or Illinova common stock. Loans: The Plan allows participants to borrow from their before-tax and TRASOP accounts an amount not to exceed the lesser of $50,000 reduced by the excess of the highest outstanding balance of loans during the one-year period before the date the loan is made over the outstanding balance of loans on the date the loan is made or 50% of the vested account balance. Interest is charged on these loans at a rate commensurate with interest rates charged by persons in the business of lending money for similar type loans. For 1996, the interest rate was 9.25%. The range for 1995 was 9.5% to 10%. All loans made will mature and be payable in full no earlier than one year and no later than five years from the date of the loan. An exception exists when the loan is used by the participant to acquire their principal residence. In this case, the loan will mature and be payable in full no earlier than one year and no later than ten years from the date of the loan. Loan repayments are made by payroll deductions authorized by the participant and by optional cash payments. Interest paid on the loan is credited to the participant's account. The Trustee maintains a Loan Fund to hold the balances of participants' loans. Plan Termination: It is expected that the Plan will be continued, but the right to amend, modify or terminate the Plan is reserved by the Company provided that such action does not retroactively and adversely affect the rights of any participant or beneficiary under the Plan. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting: The accompanying Plan financial statements are prepared on the accrual basis of accounting. Investments: The guaranteed investment fund is valued at contract value as reported to the Plan by the Trustee. Participant notes receivable included in the loan fund are valued at cost, which approximates fair value. Other investments are stated at current value based on the latest quoted market price. Income: Interest and dividend income is accrued as earned. Net appreciation (depreciation) of investments is comprised of realized and unrealized gains and losses. Realized gains or losses represent the difference between proceeds received upon sale and the average cost of the investment. Unrealized gain or loss is the difference between market value and cost of investments retained in the Plan (at financial statement date). For the purpose of allocation to participants, the Illinova common stock is valued by the Plan at actual cost; however, current value is used at the time of distribution to participants and results in a realized gain or loss as reflected in the Statement of Changes in Net Assets Available for Benefits. Expenses: Certain expenses incurred in the administration of the Plan are paid by the Plan rather than the Company. The expenses paid by the Plan include ESOP record keeping fees and trustee administrative fees. All other expenses incurred in the operation of the Plan are paid by the Company. Income Taxes: The Plan obtained its latest determination letter on January 8, 1996, in which the Internal Revenue Service stated that the Plan as designed was in compliance with the applicable requirements of the Internal Revenue Code. NOTE 3 - INVESTMENTS Plan investments are received, invested and held by the Trustee. Individual investments that represent 5% or more of the Plan's net assets available for benefits include: December 31, 1996 Investments at Fair Value as Determined by Quoted Market Price Units Value Cost Fidelity Equity Income Fund 377,172 16,154,296 12,638,120 Fidelity Retirement Growth Fund 1,061,265 18,349,277 18,759,454 Illinova Common Stock 829,509 22,811,497 18,146,391 Fidelity Managed Income Portfolio 10,955,488 10,955,488 10,955,488 December 31, 1995 Investments at Fair Value as Determined by Quoted Market Price Units Value Cost Fidelity Equity Income Fund 335,468 12,724,309 10,445,477 Fidelity Retirement Growth Fund 937,946 17,061,240 16,468,153 Illinova Common Stock 822,727 24,681,810 17,895,163 Fidelity Managed Income Portfolio 8,846,229 8,846,229 8,846,229
NOTE 4 - TRANSACTIONS WITH PARTIES-ININTEREST Fidelity Management Trust Company, the Trustee for the Plan, purchased shares of Illinova Common Stock at a cost of $3,507,783 in 347 transactions and sold shares, the proceeds of which totaled $4,195,275, in 350 transactions. The net gain on these sales was $851,886. The transactions are allowable party-in interest transactions under Section 408(3) of the ERISA regulations. The majority of the assets of the Plan are invested in Fidelity Investments mutual funds. The Plan also invests in a shortterm money market fund, the Fidelity Investments Cash Portfolio. The transactions with these Fidelity funds are allowable party-in-interest transactions under Section 408(b)(8) of the ERISA regulations. The number of purchase transactions with each fund and the dollar amount of purchases for each fund as of December 31, 1996 are listed below: Purchase Fund Transactions Purchase Amount Equity Income Fund 226 $4,337,805 Retirement Growth Fund 229 5,235,261 International Fund 140 488,376 Asset Manager Fund 174 875,728 Asset Manager Growth Fund 131 818,167 Asset Manager Income Fund 83 139,745 Managed Income Portfolio 193 5,731,576 Cash Portfolio 144 4,293,755
The number of sales transactions with each fund, the dollar amount of sales, and the gain on these sales for each fund as of December 31, 1996 are shown below: Sales Trans- Sales Fund actions Amount Gain Equity Income Fund 193 $2,549,056 $403,894 Retirement Growth Fund 213 3,096,728 152,768 International Fund 99 372,482 12,646 Asset Manager Fund 148 867,069 76,964 Asset Manager Growth Fund 88 432,529 53,298 Asset Manager Income Fund 42 110,883 3,798 Managed Income Portfolio 219 3,622,316 0 Cash Portfolio 277 4,282,326 0
Schedule I Item 27a Illinois Power Company Incentive Savings Plan for Employees Covered Under a Collective Bargaining Agreement Schedule of Assets Held for Investment Purposes December 31, 1996 Identity of Issue/ Current Description of Investment Cost Value *Fidelity Equity Income Fund $12,638,120 $16,154,296 *Fidelity Retirement Growth Fund 18,759,454 18,349,277 *Illinova Common Stock 18,146,391 22,811,497 *Fidelity Asset Manager Income Fund 291,925 302,753 *Fidelity Asset Manager Growth Fund 2,134,367 2,397,751 *Fidelity Asset Manager Fund 3,152,208 3,438,571 *Fidelity International Growth and Income Fund 1,338,528 1,469,320 *Fidelity Managed Income Portfolio 10,955,488 10,955,488 **Participant Loans 2,805,579 2,805,579 $70,222,060 $78,684,532 *A party-in-interest to the Plan **Interest rates on loans range from 7% to 11%
Schedule II Item 27d Illinois Power Company Incentive Savings Plan for Employees Covered Under a Collective Bargaining Agreement Schedule of Reportable Transactions for the Year Ended December 31, 1996 Net Gain Identity of Party Involved/ Purchase Selling Cost of or Description of Asset Price Price Asset (Loss) Illinova Common Stock 3,507,783 4,195,275 3,343,389 851,886 Fidelity Equity Income Fund 4,337,805 2,549,056 2,145,162 403,894 Fidelity Retirement Growth Fund 5,235,261 3,096,728 2,943,960 152,768 Fidelity Managed Income 5,731,576 3,622,316 3,622,316 0 Portfolio
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Illinois Power Company has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Illinois Power Company Incentive Savings Plan for Employees Covered Under a Collective Bargaining Agreement by \s\ David W. Butts ________________________ David W. Butts Senior Vice-President Date: June 17, 1997 EXHIBIT INDEX Exhibits Filed Herewith Exhibit No. Description 1 Consent of Independent Accountants Exhibit 1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S8 (No. 33-60278 of Illinova Corporation of our report on the Illinois Power Company Incentive Savings Plan for Employees Covered Under a Collective Bargaining Agreement for the year ended December 31, 1996, dated June 13, 1997, which is incorporated by reference in this Form 11-K. by /s/ Price Waterhouse LLP St. Louis, Missouri June 17, 1997 -----END PRIVACY-ENHANCED MESSAGE-----