-----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, N9iSpFmwQHuUnBY9HPWb0btj1N0ZC6DQwLZRQjl9L59fu/0yHgcTVO1VmtEMFj0P l9ToYQXDmI3HrE0RfGwBgQ== 0000049816-98-000022.txt : 19980619 0000049816-98-000022.hdr.sgml : 19980619 ACCESSION NUMBER: 0000049816-98-000022 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980618 SROS: CSX 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: SEC FILE NUMBER: 001-03004 FILM NUMBER: 98650103 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, 1997 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, 1997 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 Statements of Net Assets Available for Benefits with Fund Information as of December 31, 1997 and 1996 2-14 Statements of Changes in Net Assets Available for Benefits with Fund Information for the years ended December 31, 1997 and 1996 15-28 Notes to Financial Statements 29-37 Additional Information: Schedule I - Schedule of Assets Held for Investment Purposes Schedule II - Schedule of Reportable Transactions Note:Other schedules required by section 2520.103-10 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 with Fund Information as of December 31, 1997 Fidelity Illinova Equity Stock Income Fund Fund ASSETS: Cash and Temporary Cash Investments $225,140 $0 Investments at Fair Value 23,978,597 22,793,804 ----------- ----------- Total Investments 24,203,737 22,793,804 Dividends and Interest Receivable 1,009 0 Employee Contributions Receivable 22,489 88,452 Employer Contributions Receivable 623,739 0 Loan Repayments Receivable 1,116 16,526 Loans Outstanding 0 0 ----------- ----------- Other Assets 648,353 104,978 ----------- ----------- Total Assets 24,852,090 22,898,782 ----------- ----------- LIABILITIES: Accrued Expenses 2,469 0 ----------- ----------- Total Liabilities 2,469 0 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $24,849,621 $22,898,782 =========== =========== 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 with Fund Information as of December 31, 1997 Fidelity Retirement Growth Loan Fund Fund ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 20,643,042 0 ----------- ---------- Total Investments 20,643,042 0 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 84,167 0 Employer Contributions Receivable 0 0 Loan Repayments Receivable 18,408 (60,929) Loans Outstanding 0 3,178,759 ----------- ---------- Other Assets 102,575 3,117,830 ----------- ---------- Total Assets 20,745,617 3,117,830 ----------- ---------- LIABILITIES: Accrued Expenses 0 0 ----------- ---------- Total Liabilities 0 0 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $20,745,617 $3,117,830 =========== ========== 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 with Fund Information as of December 31, 1997 Fidelity Fidelity Asset Asset Manager Manager Income Growth Fund Fund ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 453,190 3,392,633 -------- ---------- Total Investments 453,190 3,392,633 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 2,500 17,470 Employer Contributions Receivable 0 0 Loan Repayments Receivable 357 3,142 Loans Outstanding 0 0 -------- ---------- Other Assets 2,857 20,612 -------- ---------- Total Assets 456,047 3,413,245 -------- ---------- LIABILITIES: Accrued Expenses 0 0 -------- ---------- Total Liabilities 0 0 -------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $456,047 $3,413,245 ======== ========== 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 with Fund Information as of December 31, 1997 Fidelity Fidelity Asset International Manager Growth and Fund Income Fund ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 3,930,020 1,467,400 ---------- ---------- Total Investments 3,930,020 1,467,400 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 18,312 9,490 Employer Contributions Receivable 0 0 Loan Repayments Receivable 5,375 2,046 Loans Outstanding 0 0 ---------- ---------- Other Assets 23,687 11,536 ---------- ---------- Total Assets 3,953,707 1,478,936 ---------- ---------- LIABILITIES: Accrued Expenses 0 0 ---------- ---------- Total Liabilities 0 0 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $3,953,707 $1,478,936 ========== ========== 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 with Fund Information as of December 31, 1997 Fidelity Managed US Equity Income Index Portfolio Commingled Fund Pool Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 10,751,250 1,442,606 ----------- ---------- Total Investments 10,751,250 1,442,606 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 37,258 13,897 Employer Contributions Receivable 0 0 Loan Repayments Receivable 9,457 2,204 Loans Outstanding 0 0 ----------- ---------- Other Assets 46,715 16,101 ----------- ---------- Total Assets 10,797,965 1,458,707 ----------- ---------- LIABILITIES: Accrued Expenses 0 0 ----------- ---------- Total Liabilities 0 0 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $10,797,965 $1,458,707 =========== ========== 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 with Fund Information as of December 31, 1997 Founders USAA Growth International Fund Fund ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 525,426 172,900 -------- -------- Total Investments 525,426 172,900 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 5,662 1,624 Employer Contributions Receivable 0 0 Loan Repayments Receivable 1,017 157 Loans Outstanding 0 0 -------- -------- Other Assets 6,679 1,781 -------- -------- Total Assets 532,105 174,681 -------- -------- LIABILITIES: Accrued Expenses 0 0 -------- -------- Total Liabilities 0 0 -------- -------- NET ASSETS AVAILABLE FOR BENEFITS $532,105 $174,681 ======== ======== 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 with Fund Information as of December 31, 1997 Warburg Pincus Fidelity Emerging Brokerage Growth Link ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 326,002 516,147 -------- -------- Total Investments 326,002 516,147 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 2,478 293 Employer Contributions Receivable 0 0 Loan Repayments Receivable 289 835 Loans Outstanding 0 0 -------- -------- Other Assets 2,767 1,128 -------- -------- Total Assets 328,769 517,275 -------- -------- LIABILITIES: Accrued Expenses 0 0 -------- -------- Total Liabilities 0 0 -------- -------- NET ASSETS AVAILABLE FOR BENEFITS $328,769 $517,275 ======== ======== See Accompanying Notes to Financial Statements ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1997 Total All Funds ASSETS: Cash and Temporary Cash Investments $225,140 Investments at Fair Value 90,393,017 ----------- Total Investments 90,618,157 Dividends and Interest Receivable 1,009 Employee Contributions Receivable 304,092 Employer Contributions Receivable 623,739 Loan Repayments Receivable 0 Loans Outstanding 3,178,759 ----------- Other Assets 4,107,599 ----------- Total Assets 94,725,756 ----------- LIABILITIES: Accrued Expenses 2,469 ----------- Total Liabilities 2,469 ----------- NET ASSETS AVAILABLE FOR BENEFITS $94,723,287 =========== 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 with Fund Information as of December 31, 1996 Fidelity 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 with Fund Information as of December 31, 1996 Fidelity 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 with Fund Information as of December 31, 1996 Fidelity Fidelity 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 with Fund Information as of December 31, 1996 Fidelity Fidelity Asset International Manager Growth and Fund Income 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 with Fund Information as of December 31, 1996 Fidelity 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 Changes in Net Assets Available for Benefits with Fund Information for the Year Ended December 31, 1997 Fidelity Illinova Equity Stock Income Fund Fund Sources of Participants' Equity: Contributions: Employee $87,490 $1,890,400 Employer 1,762,154 0 Fund-to-Fund Transfers (457,237) 741,903 Plan-to-Plan Transfers (362,516) (173,427) Loan Repayments 29,926 396,081 ----------- ----------- 1,059,817 2,854,957 ----------- ----------- Investment Income: Dividend and Interest Income 1,092,379 1,233,058 Net Change in Fair Value of Investments (422,572) 3,817,687 ----------- ----------- 669,807 5,050,745 ----------- ----------- Application of Participants' Equity: Loans to Participants 31,561 491,906 Distributions to Active and Terminated Participants 1,077,520 756,492 Administrative and Miscellaneous Expenses 37,347 6,314 ----------- ----------- 1,146,428 1,254,712 ----------- ----------- Increase (Decrease) in Net Assets Available for Benefits 583,196 6,650,990 Net Assets Available for Benefits, Beginning of Year 24,266,425 16,247,792 ----------- ----------- Net Assets Available for Benefits, End of Year $24,849,621 $22,898,782 =========== =========== 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 with Fund Information for the Year Ended December 31, 1997 Fidelity Retirement Growth Loan Fund Fund Sources of Participants' Equity: Contributions: Employee $1,890,161 $0 Employer 0 0 Fund-to-Fund Transfers (1,647,064) 0 Plan-to-Plan Transfers (329,329) (51,768) Loan Repayments 395,922 (1,033,675) ----------- ---------- 309,690 (1,085,443) ----------- ---------- Investment Income: Dividend and Interest Income 3,561,464 0 Net Change in Fair Value of Investments (295,168) 0 ----------- ---------- 3,266,296 0 ----------- ---------- Application of Participants' Equity: Loans to Participants 468,136 (1,537,913) Distributions to Active and Terminated Participants 813,814 79,284 Administrative and Miscellaneous Expenses 1,597 0 ----------- ---------- 1,283,547 (1,458,629) ----------- ---------- Increase (Decrease) in Net Assets Available for Benefits 2,292,439 373,186 Net Assets Available for Benefits, Beginning of Year 18,453,178 2,744,644 ----------- ---------- Net Assets Available for Benefits, End of Year $20,745,617 $3,117,830 =========== ========== 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 with Fund Information for the Year Ended December 31, 1997 Fidelity Fidelity Asset Asset Manager Manager Income Growth Fund Fund Sources of Participants' Equity: Contributions: Employee $71,810 $369,988 Employer 0 0 Fund-to-Fund Transfers 70,609 119,410 Plan-to-Plan Transfers (8,078) (73,516) Loan Repayments 8,867 65,931 -------- ---------- 143,208 481,813 -------- ---------- Investment Income: Dividend and Interest Income 27,406 353,126 Net Change in Fair Value of Investments 14,718 318,629 -------- ---------- 42,124 671,755 -------- ---------- Application of Participants' Equity: Loans to Participants 6,753 77,490 Distributions to Active and Terminated Participants 28,056 77,393 Administrative and Miscellaneous Expenses 135 50 -------- ---------- 34,944 154,933 -------- ---------- Increase (Decrease) in Net Assets Available for Benefits 150,388 998,635 Net Assets Available for Benefits, Beginning of Year 305,659 2,414,610 -------- ---------- Net Assets Available for Benefits, End of Year $456,047 $3,413,245 ======== ========== 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 with Fund Information for the Year Ended December 31, 1997 Fidelity Fidelity Asset International Manager Growth and Fund Income Fund Sources of Participants' Equity: Contributions: Employee $398,097 $220,362 Employer 0 0 Fund-to-Fund Transfers (332,512) (269,119) Plan-to-Plan Transfers (51,709) 3,351 Loan Repayments 61,638 47,613 ---------- ---------- 75,514 2,207 ---------- ---------- Investment Income: Dividend and Interest Income 345,904 87,091 Net Change in Fair Value of Investments 386,629 17,608 ---------- ---------- 732,533 104,699 ---------- ---------- Application of Participants' Equity: Loans to Participants 101,367 53,246 Distributions to Active and Terminated Participants 210,913 56,396 Administrative and Miscellaneous Expenses 107 200 ---------- ---------- 312,387 109,842 ---------- ---------- Increase (Decrease) in Net Assets Available for Benefits 495,660 (2,936) Net Assets Available for Benefits, Beginning of Year 3,458,047 1,481,872 ---------- ---------- Net Assets Available for Benefits, End of Year $3,953,707 $1,478,936 ========== ========== 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 with Fund Information for the Year Ended December 31, 1997 Fidelity Managed US Equity Income Index Portfolio Commingled Fund Pool Sources of Participants' Equity: Contributions: Employee $826,080 $158,523 Employer 0 0 Fund-to-Fund Transfers (792,296) 1,130,697 Plan-to-Plan Transfers (79,845) 26,171 Loan Repayments 219,925 38,916 ----------- ---------- 173,864 1,354,307 ----------- ---------- Investment Income: Dividend and Interest Income 637,128 0 Net Change in Fair Value of Investments 0 115,245 ----------- ---------- 637,128 115,245 ----------- ---------- Application of Participants' Equity: Loans to Participants 296,619 6,180 Distributions to Active and Terminated Participants 708,412 4,665 Administrative and Miscellaneous Expenses 8,606 0 ----------- ---------- 1,013,637 10,845 ----------- ---------- Increase (Decrease) in Net Assets Available for Benefits (202,645) 1,458,707 Net Assets Available for Benefits, Beginning of Year 11,000,610 0 ----------- ---------- Net Assets Available for Benefits, End of Year $10,797,965 $1,458,707 =========== ========== 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 with Fund Information for the Year Ended December 31, 1997 Founders USAA Growth International Fund Fund Sources of Participants' Equity: Contributions: Employee $55,563 $22,288 Employer 0 0 Fund-to-Fund Transfers 453,971 152,428 Plan-to-Plan Transfers (3,189) (1,035) Loan Repayments 8,491 2,816 -------- -------- 514,836 176,497 -------- -------- Investment Income: Dividend and Interest Income 70,420 11,742 Net Change in Fair Value of Investments (50,169) (12,725) -------- -------- 20,251 (983) -------- -------- Application of Participants' Equity: Loans to Participants 2,982 833 Distributions to Active and Terminated Participants 0 0 Administrative and Miscellaneous Expenses 0 0 -------- -------- 2,982 833 -------- -------- Increase (Decrease) in Net Assets Available for Benefits 532,105 174,681 Net Assets Available for Benefits, Beginning of Year 0 0 -------- -------- Net Assets Available for Benefits, End of Year $532,105 $174,681 ======== ======== 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 with Fund Information for the Year Ended December 31, 1997 Warburg Pincus Fidelity Emerging Brokerage Growth Link Sources of Participants' Equity: Contributions: Employee $35,886 $3,821 Employer 0 0 Fund-to-Fund Transfers 268,869 560,341 Plan-to-Plan Transfers (1,375) 0 Loan Repayments 2,154 11,000 -------- -------- 305,534 575,162 -------- -------- Investment Income: Dividend and Interest Income 19,181 33 Net Change in Fair Value of Investments 4,894 0 -------- -------- 24,075 33 -------- -------- Application of Participants' Equity: Loans to Participants 840 0 Distributions to Active and Terminated Participants 0 0 Administrative and Miscellaneous Expenses 0 57,920 -------- -------- 840 57,920 -------- -------- Increase (Decrease) in Net Assets Available for Benefits 328,769 517,275 Net Assets Available for Benefits, Beginning of Year 0 0 -------- -------- Net Assets Available for Benefits, End of Year $328,769 $517,275 ======== ======== 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 with Fund Information for the Year Ended December 31, 1997 Total All Funds Sources of Participants' Equity: Contributions: Employee $6,030,469 Employer 1,762,154 Fund-to-Fund Transfers 0 Plan-to-Plan Transfers (1,106,265) Loan Repayments 255,605 ----------- 6,941,963 ----------- Investment Income: Dividend and Interest Income 7,438,932 Net Change in Fair Value of Investments 3,894,776 ----------- 11,333,708 ----------- Application of Participants' Equity: Loans to Participants 0 Distributions to Active and Terminated Participants 3,812,945 Administrative and Miscellaneous Expenses 112,276 ----------- 3,925,221 ----------- Increase (Decrease) in Net Assets Available for Benefits 14,350,450 Net Assets Available for Benefits, Beginning of Year 80,372,837 ----------- Net Assets Available for Benefits, End of Year $94,723,287 =========== 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 with Fund Information 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 with Fund Information for the Year Ended December 31, 1996 Fidelity Fidelity 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 with Fund Information for the Year Ended December 31, 1996 Fidelity 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 with Fund Information for the Year Ended December 31, 1996 Fidelity Asset Fidelity 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 with Fund Information for the Year Ended December 31, 1996 Fidelity Fidelity Managed International Income Growth and Portfolio Income 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 with Fund Information 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 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. 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 pursuant to section 401(k) of the Internal Revenue Code (IRC). 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 (GIC) 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. Effective April 1, 1997, new contributions and balances transferred from other options could be invested in five new alternatives. The one new Fidelity fund was the Fidelity U.S. Equity Index Commingled Pool. Three mutual funds managed by other firms include the Founders Growth Fund, USAA International Fund, and the Warburg Pincus Emerging Growth Fund. In addition, participants are able to buy individual stocks and make other investment choices. Additional fees apply for this service which is called Fidelity Brokerage Link. Fidelity Management Trust Company will continue to handle transactions and serve employees accounts, regardless of which funds the participant invests in. New contributions could also be made, or balances transferred to, the Stock Fund, the Fidelity Equity Income Fund, the Fidelity Retirement Growth Fund, the Fidelity Asset Manager Income Fund, the Fidelity Asset Manager Growth Fund, the Fidelity Asset Manager Fund, the Fidelity International Growth and Income Fund, or the Fidelity Managed Income Portfolio Fund, which were not affected by the changes. Effective June 1997, the Plan was amended to reflect the change to daily valuation and elections through telephonic delivery; permit participants to request a loan from amounts that have been rolled over to the Plan; clarify that if a participant's additions exceeds the limits of section 415 of the IRC, correction will first be made by distributing the participant's after-tax and 401(k) contributions; and clarify that a participant must be an active employee on the last day of the plan year to receive a Company Incentive Contribution for that plan year. 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 investing their contributions into any or all of the investment funds in the proportions they choose. They may change their investment options or transfer amounts from fund to fund at any time. Amounts are transferred between plans as participants change jobs. These transfers are shown in the Statement of Changes in Net Assets Available for Benefits with Fund Information as Plan-to-Plan Transfers. 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 also invested in the Stock Fund. The Company has an Incentive Compensation arrangement in which all 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 also invested in the Stock Fund. 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 a suspense account under the Plans and are being distributed to the accounts of participating employees as the loan is repaid by the Trustee with funds contributed by Illinois Power, together with dividends on the shares acquired with the loan proceeds. The shares 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, 1997, 290,675 and 340,566 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 retired Plan participants or their beneficiaries. Distributions must begin by April 1st of the calendar year following the later of the calendar year in which the employee reaches age 70 1/2 or the calendar year in which the employee retires. All distributions are made in the form of cash and/or Illinova common stock. Forfeitures: Each participant is responsible for supplying the Company with a current address. If the address of the participant (or the participant's beneficiary in the event of participant's death) is not known to the Company within four years (three years in the event of participant's death) of the date on which distribution may first be made, the adjusted balance in the participant's account shall be deemed a forfeiture and shall be used to reduce matching contributions and company incentive contributions. In the event that the participant or beneficiary makes a valid claim for the forfeited amount, the benefits shall be reinstated. 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 1997 and 1996, the interest rate was 9.50% and 9.25%, respectively. 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 his or her 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 with Fund Information. 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 Internal Revenue Service has determined and informed the Company by a letter dated January 8, 1996, that the Plan and related trust are designed in accordance with applicable sections of the IRC. The plan has been amended since receiving the determination letter. However, the Plan Administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. 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, 1997 Investments at Fair Value as Determined by Quoted Market Price Units Value Cost Illinova Common Stock 890,194 $23,978,597 $18,813,033 Fidelity Equity Income Fund 434,913 $22,793,804 $16,044,188 Fidelity Retirement Growth Fund 1,225,106 $20,643,042 $21,559,849 Fidelity Managed Income Portfolio Fund 10,751,250 $10,751,250 $10,751,250 December 31, 1996 Investments at Fair Value as Determined by Quoted Market Price Units Value Cost Illinova Common Stock 829,509 $22,811,497 $18,146,391 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 Fidelity Managed Income Portfolio Fund 10,955,488 $10,955,488 $10,955,488 NOTE 4 - TRANSACTIONS WITH PARTIES-IN-INTEREST Fidelity Management Trust Company, the Trustee for the Plan, purchased shares of Illinova Common Stock at a cost of $2,725,418 in 296 transactions and sold shares, the proceeds of which totaled $2,160,029, in 286 transactions. The net gain on these sales was $168,345. The transactions are allowable party-in-interest transactions under Section 408(3) of ERISA and the regulations thereunder. The majority of the assets of the Plan are invested in Fidelity Investments mutual funds. The Plan also invests in a short-term 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 ERISA and the regulations thereunder. The number of purchase transactions with each fund and the dollar amount of purchases for each fund as of December 31, 1997 are listed below: Purchase Purchase Fund Transactions Amount Fidelity Equity Income Fund 223 $5,265,201 Fidelity Retirement Growth Fund 221 $6,196,075 Fidelity Asset Manager Income Fund 91 $ 209,091 Fidelity Asset Manager Growth Fund 147 $1,180,149 Fidelity Asset Manager Fund 165 $ 872,657 Fidelity International Growth and Income Fund 140 $ 426,978 Fidelity Managed Income Portfolio Fund 171 $2,703,562 Fidelity US Equity Index Commingled Pool 117 $1,499,919 Founders Growth Fund 90 $ 635,451 USAA International Fund 68 $ 228,209 Warburg Pincus Emerging Growth 73 $ 363,917 Fidelity Brokerage Link 36 $ 624,451 Cash Portfolio 137 $2,684,825 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, 1997 are shown below: Sales Trans- Sales Fund actions Amount Gain/(Loss) Fidelity Equity Income Fund 190 2,443,380 $584,247 Fidelity Retirement Growth Fund 211 $3,607,142 $211,462 Fidelity Asset Manager Income Fund 38 $ 73,372 $ 3,720 Fidelity Asset Manager Growth Fund 101 $ 503,896 $ 91,221 Fidelity Asset Manager Fund 141 $ 767,836 $106,706 Fidelity International Growth and Income Fund 103 $ 446,507 $ 51,994 Fidelity Managed Income Portfolio Fund 197 $2,907,799 0 Fidelity US Equity Index Commingled Pool 22 $ 172,558 $ 12,204 Founders Growth Fund 13 $ 59,856 $ (458) USAA International Fund 10 $ 42,584 $ 1,994 Warburg Pincus Emerging Growth 9 $ 42,809 $ 1,274 Fidelity Brokerage Link 166 $ 108,304 0 Cash Portfolio 231 $2,711,433 0 Item 27a Schedule I Illinois Power Company Incentive Savings Plan for Employees Covered Under a Collective Bargaining Agreement Schedule of Assets Held for Investment Purposes December 31, 1997 Identity of Issue/ Current Description of Investment Cost Value *Illinova Common Stock $18,813,033 $23,978,597 *Fidelity Equity Income Fund 16,044,188 22,793,804 *Fidelity Retirement Growth Fund 21,559,849 20,643,042 *Fidelity Asset Manager Income Fund 431,365 453,190 *Fidelity Asset Manager Growth Fund 2,901,840 3,392,633 *Fidelity Asset Manager Fund 3,363,735 3,930,020 *Fidelity International Growth and Income Fund 1,370,994 1,467,400 *Fidelity Managed Income Portfolio Fund 10,751,250 10,751,250 *Fidelity US Equity Index Commingled Pool 1,339,565 1,442,606 *Founders Growth Fund 575,137 525,426 *USAA International Fund 187,619 172,900 *Warburg Pincus Emerging Growth 322,382 326,002 *Fidelity Brokerage Link 590,961 516,147 **Participant Loans 3,178,759 3,178,759 --------- --------- $81,430,677 $93,571,776 =========== =========== *A party-in-interest to the Plan **Interest rates on loans range from 7% to 11% Item 27d Schedule II Illinois Power Company Incentive Savings Plan for Employees Covered Under a Collective Bargaining Agreement Schedule of Reportable Transactions * for the Year Ended December 31, 1997 Expense Current Identity of Incurred Value of Party Involved/ Purchase Selling Lease with Cost of Asset on Description of Asset Price Price Rental Trans Asset Trans Dt Net Gain Illinova Common Stock $2,725,418 $2,160,029 N/A N/A $1,991,684 $2,160,029 $168,345 Fidelity Equity Income Fund $5,265,201 $2,443,380 N/A N/A $1,859,133 $2,443,380 $584,247 Fidelity Retirement Growth Fund $6,196,075 $3,607,142 N/A N/A $3,395,680 $3,607,142 $211,462 Fidelity Managed Income Portfolio Fund $2,703,562 $2,907,799 N/A N/A $2,907,799 $2,907,799 0 * Transactions or series of transactions in excess of 5% of the current value of the Plan's assets as of December 31, 1996 as defined in Section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA.
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/ Kim B. Leftwich Kim B. Leftwich Vice-President Date: June 17, 1998 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 S-8 (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, 1997, dated June 12, 1998, which is incorporated by reference in this Form 11-K. by /s/ Price Waterhouse LLP St. Louis, Missouri June 12, 1998 -----END PRIVACY-ENHANCED MESSAGE-----