-----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, Dv+NNqEPG71pVZ3IR3DEtKY1A/jxc7DbPUHG7J1s6sNfBi0o+PhXlGTS3pz72mUv eaM5yl2DYmF2eF9qWmfHxg== 0000049816-96-000002.txt : 19960301 0000049816-96-000002.hdr.sgml : 19960301 ACCESSION NUMBER: 0000049816-96-000002 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960229 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: 96528911 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 BODY 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 Company State of Location Nature of Organization Business Illinois Power Illinois Decatur, Electric and Gas Company Illinois Utility (1) Electric Energy, Illinois Joppa, Illinois Electric 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)Illinova Corporation ("Illinova") is a holding company for Illinois Power Company ("IP") and other subsidiaries. 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 $301,000, 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 electric 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 11 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 1995, 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 37,400 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 40,000 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 and demolished in 1995. Gas properties include approximately 7,900 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 Sales Retail Gas Sales (Kwh.) (Mcf.) - ------------------------------------------------------------ Illinois Power 22,038,472,253 58,757,601 Company Electric Energy, Inc. 12,011,000,159 None (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 1995, EEI billed the Department of Energy for 8,977,094,159 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 (Kwh.) Gas Sales (Mcf.) - --------------------------------------------------------------- Illinois Power 1,309,545,000(*) None Company (*)Sold 15,051,000 kilowatt-hours to Indiana-Michigan Power Company at the Illinois-Indiana state line, 1,015,222,000 kilowatt-hours to the Tennessee Valley Authority at the Illinois-Kentucky state line and 550,000 kilowatt-hours to Kentucky Utilities at the Illinois-Kentucky state line, 25,997,000 kilowatt-hours to Iowa Illinois Gas & Electric Company and 252,725,000 kilowatt-hours to various power marketers. (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 (Mcf.) (Kwh.) - ------------------------------------------------------------------ Illinois Power 851,374,000 (**) None Company (**)Purchased 24,104,000 kilowatt-hours from Indiana-Michigan Power Company at the Illinois-Indiana state line, 438,772,000 kilowatthours from the Tennessee Valley Authority at the IllinoisKentucky state line and 1,800,000 kilowatt-hours from Kentucky Utilities at the Illinois-Kentucky state line, 275,582,000 kilowatt-hours from Iowa Illinois Gas & Electric Company, and 111,116,000 kilowatt-hours from various power marketers. 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 27th day of February, 1996. ILLINOIS POWER COMPANY By /s/Cindy G.Steward ------------------------- Cindy G. Steward 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: Cindy G. Steward 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. Illinois Power Financing I is a statutory business trust formed in January, 1996, in which IP serves as sponsor. In accordance with Statement of Financial Accounting Standards No. 94, "Consolidation of All Majority-Owned Subsidiaries," IP will consolidate the accounts of Illinois Power Financing I. Attached are the balance sheets as of December 31, 1995, and income statements and statements of retained earnings for the twelve months ended December 31, 1995, for IP, IP Gas Supply Company, Illinois Power Fuel Company and Electric Energy, Inc. Illinois Power Company Consolidated Balance Sheet As of December 31, 1995 (Millions of Dollars) Exhibit 99 to Form U-3A-2 Assets Utility Plant, at original cost Electric (includes construction work in progress of $199.8 $ 6,189.0 million) Gas (includes construction work in progress of $10.2 625.9 million) -------- 6,814.9 Less - Accumulated depreciation 2,251.7 -------- 4,563.2 Nuclear fuel in process 5.7 Nuclear fuel under capital lease 95.2 -------- 4,664.1 -------- Investments and Other Assets 16.4 -------- Current Assets Cash and cash equivalents 4.3 Accounts receivable (less allowance for doubtful accounts of $3 million) Service 129.4 Other 18.2 Accrued unbilled revenue 89.1 Materials and supplies, at average cost Fossil fuel 9.9 Gas in underground storage 18.5 Operating materials 82.7 Prepaid and refundable 19.6 income taxes Prepayments and other 20.8 ------- 392.5 ------- Deferred Charges Deferred Clinton costs 107.3 Recoverable income taxes 128.7 Other 258.2 -------- 494.2 -------- $ 5,567.2 ========= Illinois Power Company Consolidated Balance Sheet As of December 31,1995 (Millions of Dollars) Exhibit 99 to Form U-3A-2 Capital and Liabilities Capitalization Common stock equity No par value 100,000,000 shares authorized; 75,643,937 shares $ 1,424.6 outstanding, stated at Retained earnings 129.6 Less - Capital stock expense 8.8 Less - 2,696,086 shares of 67.3 common stock in treasury, at --------- cost Total common 1,478.1 stock equity Preferred stock 125.6 Mandatorily redeemable 97.0 preferred stock Long-term debt 1,739.3 -------- Total capitalization 3,440.0 -------- Current Liabilities Accounts payable 119.9 Notes payable 359.6 Long-term debt and lease obligations maturing within one year 95.0 Dividends declared 23.0 Taxes accrued 44.8 Interest accrued 39.0 Other 66.2 ------- 747.5 Deferred Credits ------- Accumulated deferred income 1,019.1 taxes Accumulated deferred 222.8 investment tax credits Other 137.8 ------- 1,379.7 ------- $ 5,567.2 =========== Illinois Power Company Consolidated Income Statement For the Year Ended December 31, 1995 (Millions of Dollars) Exhibit 99 to Form U-3A-2 Operating Revenues Electric $ 1,252.6 Electric interchange 116.3 Gas 272.5 --------- Total 1,641.4 --------- Operating Expenses and Taxes Fuel for electric 273.9 plants Power purchased 59.5 Gas purchased for 138.8 resale Other operating 259.7 expenses Maintenance 100.0 Enhanced retirement 37.8 and severance Depreciation and 186.5 amortization General taxes 135.0 Income taxes 125.8 -------- Total 1,317.0 -------- Operating income 324.4 -------- Other Income and Deductions Miscellaneous - net 0.3 -------- Total 0.3 -------- Income before interest 324.7 charges -------- Interest Charges Interest expense 148.0 Allowance for borrowed (6.0) funds used during --------- construction Total 142.0 --------- Net Income 182.7 Less - Preferred 23.7 dividend requirements Plus - Carrying amount under consideration paid for redeemed (3.5) preferred stock --------- Net income applicable to $ 155.5 common stock ========== Illinois Power Company Consolidated Statement of Retained Earnings For the Year Ended December 31, 1995 (Millions of Dollars) Exhibit 99 to Form U-3A-2 Balance at beginning of $ 51.1 year Net income before 182.7 dividends --------- 233.8 --------- Less: Dividends - Preferred stock 23.6 Common stock 77.1 Plus: Carrying amount under consideration paid for redeemed preferred (3.5) stock --------- (104.2) --------- Balance at end of year $ 129.6 ========= Illinois Power Fuel Company Balance Sheet As of December 31, 1995 (Thousands of Dollars) (Unaudited) Exhibit 99 to Form U-3A-2 ASSETS ------ Current Assets Cash and cash equivalents $ 4,107 Accounts receivable from Illinois Power Company 3,287 Deferred SWU's for KWH 1,950 Prepaid interest 209 Prepayments (8) New investment in nuclear fuel 33,301 -------- 42,846 Noncurrent Assets Net investment in nuclear fuel 61,856 -------- $104,702 ======== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current Liabilities Accrued interest 752 Notes payable 73,757 Other current liabilities 93 -------- 74,602 -------- Noncurrent Liabilities Long-term debt 30,000 -------- Stockholders' Equity Common stock, par value $1 (100,000 shares authorized, issued and outstanding) 100 Retained earnings - -------- 100 -------- $104,702 ========= Illinois Power Fuel Company Income Statement For the Year Ended December 31, 1995 (Thousands of Dollars) (Unaudited) Exhibit 99 to Form U-3A-2 Revenues Nuclear fuel lease income $ 41,235 Non-utility operations 26 ---------- 41,261 ---------- Expenses and Taxes Amortization of nuclear fuel 34,520 Interest expenses, net 6,726 Income taxes 3 --------- 41,249 --------- Net Income $ 12 ========= -------------------------------- Illinois Power Fuel Company Statement of Retained Earnings For the Year Ended December 31, 1995 (Thousands of Dollars) (Unaudited) Balance at beginning of year $ - Net income 12 --------- 12 Less - Dividends paid 12 --------- Balance at end of year $ - ========== Electric Energy, Inc. Income Statement For the Year Ended December 31, 1995 (Thousands of Dollars) (Unaudited) Exhibit 99 to Form U-3A-2 Operating Revenues Sales to Department of Energy Permanent power $ 94,538 Additional power 55,155 Excess power 537 Firm additional power 9,886 ----------- Total sales to Department of Energy 160,116 Sales to other electric utilities 63,629 Other electric revenues 68 ----------- Total Operating Revenues 223,813 ----------- Operating Expenses Purchased power 61,520 Fuel 78,304 Operation 19,133 Maintenance 17,941 Depreciation 15,427 Taxes other than income taxes 1,912 Income taxes 7,729 ---------- Total Operating Expenses 201,966 ---------- Income from Operations 21,847 ---------- Other (Income) and Expense Interest income (106) Interest expense 10,316 Other, net 243 --------- Total Other (Income) and Expense 10,453 --------- Net Income $ 11,394 ========= ----------------------------- Electric Energy, Inc. Statement of Retained Earnings For the Year Ended December 31, 1995 (Thousands of Dollars) (Unaudited) Balance at beginning of year $ 2,634 Net income 11,394 --------- 14,028 Less - Dividends on common stock 11,394 --------- Balance at end of year $ 2,634 ========= Electric Energy, Inc. Balance Sheet As of December 31, 1995 (Thousands of Dollars) (Unaudited) Exhibit 99 to Form U-3A-2 Assets ------- Utility Plant Utility plant in service $ 340,746 Construction work in progress 1,176 ---------- 341,922 Less - Accumulated depreciation 232,298 ---------- 109,624 ---------- Current Assets Cash 145 Working funds 40 Accounts receivable from the Department of Energy 11,757 Accounts receivable from sponsoring companies 4,611 Accounts receivalbe from subsidiaries - short-term 6,924 Other accounts receivable 810 Fuel inventory 8,577 Plant material and supplies inventory 5,948 Prepayments 735 ---------- 39,547 ---------- Other Assets Unamortized debt expense 657 Postretirement benefit receivable 2,113 Prepaid pension cost 2,823 Deferred charges and other assets 1,984 Deferred taxes 5,970 Long-term receivalbe - subsidiary 9,261 --------- 22,808 --------- $ 171,979 ========= Electric Energy, Inc. Balance Sheet As of December 31, 1995 (Thousands of Dollars) (Unaudited) Exhibit 99 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 10,000 Accounts payable 13,033 Accounts payable to sponsoring companies 2,059 Interest accrued 527 Dividends payable 2,572 Accrued taxes other than income 9 Accrued income taxes (905) --------- 27,295 --------- Other Liabilities Provision for injuries and damages 575 Postretirement benefit liability 2,113 Pension liability 2,822 Deferred taxes 340 -------- 5,850 -------- $171,979 ======== IP Gas Supply Company Balance Sheet As of December 31, 1995 (Thousands of Dollars) (Unaudited) Exhibit 99 to Form U-3A-2 ASSETS ------- Cash $ 99 Accounts receivable - Illinois Power Company 5,725 Preliminary survey and investigation charges 211 Incorporation fees 7 --------- Total Assets $ 6,042 ========= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Taxes accrued $ 15 Common stock, par value $100 4,100 Retained earnings 1,927 --------- Total liabilities and stockholders' equity $ 6,042 ========= ------------------------------------------- IP Gas Supply Company Income Statement For the Year Ended December 31, 1995 (Thousands of Dollars) (Unaudited) Operating revenues $ 5 Operating expenses and taxes 100 --------- Operating income (95) Other income 235 --------- Net income $ 140 ========= -------------------------------------- IP Gas Supply Company Statement of Retained Earnings For the Year Ended December 31, 1995 (Thousands of Dollars) (Unaudited) Balance at beginning of year $ 1,787 Net income 140 ---------- Balance at end of year $ 1,927 ========= 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. EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR3 Below are the Financial Data Schedule Items required for consolidate financial statements. YEAR DEC-31-1995 DEC-31-1995 PER-BOOK 5567 1641 156
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