-----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, I1Eq1bjQY0ytkUwQVlKLXEH1EjnA0pwPL1ap4xQCFrXA7zcBbWLpEg0eErIwMJRj zsru3ofM5eN+fpDMbggosw== 0000049816-97-000023.txt : 19970619 0000049816-97-000023.hdr.sgml : 19970619 ACCESSION NUMBER: 0000049816-97-000023 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: 97625925 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(d) 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 (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 FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION DECEMBER 31, 1996 ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 2520.103 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 Statement of Net Assets Available for Benefits As of December 31, 1996 Illinova Equity Stock Income Fund Fund ASSETS: Cash and Temporary Cash Investments $239,867 $0 Investments at Fair Value 23,995,153 32,696,498 ----------- ----------- Total Investments 24,235,020 32,696,498 Dividends and Interest Receivable 954 0 Employee Contributions Receivable 1,768 54,454 Employer Contributions Receivable 1,166,375 0 Loan Repayments Receivable 1,446 12,518 Loans Outstanding 0 0 ----------- ----------- Other Assets 1,170,543 66,972 ----------- ----------- Total Assets 25,405,563 32,763,470 ----------- ----------- LIABILITIES: Accrued Expenses 1,906 0 ----------- ----------- Total Liabilities 1,906 0 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $25,403,657 $32,763,470 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 30,209,967 0 ----------- ---------- Total Investments 30,209,967 0 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 61,030 0 Employer Contributions Receivable 0 0 Loan Repayments Receivable 12,184 (41,691) Loans Outstanding 0 3,959,549 ----------- ---------- Other Assets 73,214 3,917,858 ----------- ---------- Total Assets 30,283,181 3,917,858 ----------- ---------- LIABILITIES: Accrued Expenses 0 0 ----------- ---------- Total Liabilities 0 0 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $30,283,181 $3,917,858 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 1,119,400 5,160,883 ----------- ---------- Total Investments 1,119,400 5,160,883 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 2,886 12,849 Employer Contributions Receivable 0 0 Loan Repayments Receivable 308 2,247 Loans Outstanding 0 0 ----------- ---------- Other Assets 3,194 15,096 ----------- --------- Total Assets 1,122,594 5,175,979 ----------- ---------- LIABILITIES: Accrued Expenses 0 0 ----------- ---------- Total Liabilities 0 0 ----------- --------- NET ASSETS AVAILABLE FOR BENEFITS $1,122,594 $5,175,979 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 8,191,890 3,742,593 ----------- --------- Total Investments 8,191,890 3,742,593 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 16,253 9,682 Employer Contributions Receivable 0 0 Loan Repayments Receivable 3,067 3,310 Loans Outstanding 0 0 ----------- ---------- Other Assets 19,320 12,992 ----------- ---------- Total Assets 8,211,210 3,755,585 ----------- ---------- LIABILITIES: Accrued Expenses 0 0 ----------- ---------- Total Liabilities 0 0 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $8,211,210 $3,755,585 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $239,867 Investments at Fair Value 15,051,091 120,167,475 ----------- ------------ Total Investments 15,051,091 120,407,342 Dividends and Interest Receivable 0 954 Employee Contributions Receivable 19,866 178,788 Employer Contributions Receivable 0 1,166,375 Loan Repayments Receivable 6,611 0 Loans Outstanding 0 3,959,549 ----------- ------------ Other Assets 26,477 5,305,666 ----------- ------------ Total Assets 15,077,568 125,713,008 ----------- ------------ LIABILITIES: Accrued Expenses 0 1,906 ----------- ------------ Total Liabilities 0 1,906 ----------- ------------ NET ASSETS AVAILABLE FOR BENEFITS $15,077,568 $125,711,102 =========== ============ See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $258,505 Investments at Fair Value 4,335,318 24,838,590 ----------- --------- Total Investments 4,335,318 25,097,095 Dividends and Interest Receivable 0 1,066 Employee Contributions Receivable 0 4,794 Employer Contributions Receivable 0 2,154,253 Loan Repayments Receivable 0 27 Loans Outstanding 0 0 ----------- --------- Other Assets 0 2,160,140 ----------- --------- Total Assets 4,335,318 27,257,235 ----------- ----------- LIABILITIES: Accrued Expenses 0 2,312 ----------- ---------- Total Liabilities 0 2,312 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $4,335,318 $27,254,923 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 25,250,883 29,631,770 ----------- ----------- Total Investments 25,250,883 29,631,770 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 25,250,883 29,631,770 ----------- ----------- LIABILITIES: Accrued Expenses 0 0 ----------- ---------- Total Liabilities 0 0 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $25,250,883 $29,631,770 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 0 915,918 ----------- ---------- Total Investments 0 915,918 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 0 0 Employer Contributions Receivable 0 0 Loan Repayments Receivable 0 0 Loans Outstanding 3,652,148 0 ----------- ---------- Other Assets 3,652,148 0 ----------- ---------- Total Assets 3,652,148 915,918 ----------- ---------- LIABILITIES: Accrued Expenses 0 0 ----------- ---------- Total Liabilities 0 0 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $3,652,148 $915,918 =========== ========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 3,624,997 7,690,492 ----------- ---------- Total Investments 3,624,997 7,690,492 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 3,624,997 7,690,492 ----------- ----------- LIABILITIES: Accrued Expenses 0 0 ----------- ----------- Total Liabilities 0 0 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $3,624,997 $7,690,492 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 2,815,240 11,506,630 ----------- ----------- Total Investments 2,815,240 11,506,630 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 2,815,240 11,506,630 ----------- ----------- LIABILITIES: Accrued Expenses 0 0 ----------- ----------- Total Liabilities 0 0 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $2,815,240 $11,506,630 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN Statement of Net Assets Available for Benefits As of December 31, 1995 Total All Funds ASSETS: Cash and Temporary Cash Investments $258,505 Investments at Fair Value 110,609,838 ---------- Total Investments 110,868,343 Dividends and Interest Receivable 1,066 Employee Contributions Receivable 4,794 Employer Contributions Receivable 2,154,253 Loan Repayments Receivable 27 Loans Outstanding 3,652,148 ---------- Other Assets 5,812,288 ---------- Total Assets 116,680,631 --------- LIABILITIES: Accrued Expenses 2,312 ---------- Total Liabilities 2,312 ---------- NET ASSETS AVAILABLE FOR BENEFITS $116,678,319 ============ See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $113,909 Employer 0 2,427,868 Fund-to-Fund Transfers (4,053,196) (1,117,223) Plan-to-Plan Transfers 8,632 240,896 Loan Repayments 0 20,276 --------- --------- (4,044,564) (1,685,726) ----------- ------------ Investment Income: Dividend and Interest Income 93,555 985,562 Net Change in Fair Value of Investments 0 (2,123,802) --------- ---------- 93,555 (1,138,240) --------- ----------- Application of Participants' Equity: Loans to Participants 34,415 46,161 Distributions to Active and Terminated Participants 349,894 2,329,230 Administrative and Miscellaneous Expenses 0 23,361 --------- ----------- 384,309 2,398,752 --------- ----------- Increase (Decrease) in Net Assets Available for Benefits (4,335,318) (1,851,266) Net Assets Available for Benefits, Beginning of Year 4,335,318 27,254,923 ---------- ---------- Net Assets Available for Benefits, End of Year $0 $25,403,657 ========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $2,088,452 $2,701,215 Employer 0 0 Fund-to-Fund Transfers 2,267,800 (2,163,022) Plan-to-Plan Transfers 196,007 132,054 Loan Repayments 492,947 538,025 ----------- ----------- 5,045,206 1,208,272 ----------- ----------- Investment Income: Dividend and Interest Income 2,018,141 3,751,565 Net Change in Fair Value of Investments 3,507,230 (1,328,460) ----------- ----------- 5,525,371 2,423,105 ----------- ----------- Application of Participants' Equity: Loans to Participants 575,901 654,656 Distributions to Active and Terminated Participants 2,478,672 2,324,197 Administrative and Miscellaneous Expenses 3,417 1,113 ----------- ----------- 3,057,990 2,979,966 ----------- ----------- Increase (Decrease) in Net Assets Available for Benefits 7,512,587 651,411 Net Assets Available for Benefits, Beginning of Year 25,250,883 29,631,770 ----------- ----------- Net Assets Available for Benefits, End of Year 32,763,470 $30,283,181 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $109,994 Employer 0 0 Fund-to-Fund Transfers 0 147,286 Plan-to-Plan Transfers 34,288 1,766 Loan Repayments (1,326,383) 11,577 ----------- ---------- (1,292.095) 270,623 ----------- ----------- Investment Income: Dividend and Interest Income 0 71,593 Net Change in Fair Value of Investments 0 74 ----------- ---------- 0 71,667 ---------- ---------- Application of Participants' Equity: Loans to Participants (1,776,177) 9,476 Distributions to Active and Terminated Participants 218,372 126,138 Administrative and Miscellaneous Expenses 0 0 ----------- ---------- (1,557,805) 135,614 ----------- ---------- Increase (Decrease) in Net Assets Available for Benefits 265,710 206,676 Net Assets Available for Benefits, Beginning of Year 3,652,148 915,918 ----------- ---------- Net Assets Available for Benefits, End of Year $3,917,858 $1,122,594 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $514,729 $684,488 Employer 0 0 Fund-to-Fund Transfers 412,675 (498,277) Plan-to-Plan Transfers 45,836 50,856 Loan Repayments 90,739 135,366 --------- ------------ 1,063,979 372,433 ----------- ----------- Investment Income: Dividend and Interest Income 427,136 645,695 Net Change in Fair Value of Investments 259,672 315,713 -------- --------- 686,808 961,408 -------- ----------- Application of Participants' Equity: Loans to Participants 56,573 129,270 Distributions to Active and Terminated Participants 143,232 683,807 Administrative and Miscellaneous Expenses 0 46 ----------- ---------- 199,805 813,123 ----------- ---------- Increase (Decrease) in Net Assets Available for Benefits 1,550,982 520,718 Net Assets Available for Benefits, Beginning of Year 3,624,997 7,690,492 ----------- ---------- Net Assets Available for Benefits, End of Year $5,175,979 $8,211,210 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $408,751 $752,112 Employer 0 0 Fund-to-Fund Transfers 240,279 4,763,678 Plan-to-Plan Transfers 59,534 69,627 Loan Repayments 107,694 241,553 ----------- ---------- 816,258 5,826,970 ----------- ----------- Investment Income: Dividend and Interest Income 120,391 752,344 Net Change in Fair Value of Investments 288,207 0 ----------- ---------- 408,598 752,344 ----------- ---------- Application of Participants' Equity: Loans to Participants 48,042 221,683 Distributions to Active and Terminated Participants 236,330 2,781,257 Administrative and Miscellaneous Expenses 139 5,436 ----------- ---------- 284,511 3,008,376 ----------- ---------- Increase (Decrease) in Net Assets Available for Benefits 940,345 3,570,938 Net Assets Available for Benefits, Beginning of Year 2,815,240 11,506,630 ----------- --------- Net Assets Available for Benefits, End of Year $3,755,585 $15,077,568 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $7,373,650 Employer 2,427,868 Fund-to-Fund Transfers 0 Plan-to-Plan Transfers 839,496 Loan Repayments 311,794 -------- 10,952,808 ----------- Investment Income: Dividend and Interest Income 8,865,982 Net Change in Fair Value of Investments 918,634 ---------- 9,784,616 ---------- Application of Participants' Equity: Loans to Participants 0 Distributions to Active and Terminated Participants 11,671,129 Administrative and Miscellaneous Expenses 33,512 ---------- 11,704,641 ---------- Increase (Decrease) in Net Assets Available for Benefits 9,032,783 Net Assets Available for Benefits, Beginning of Year 116,678,319 ----------- Net Assets Available for Benefits, End of Year $125,711,102 ============ See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $28 $96,143 Employer 0 3,611,411 Fund-to-Fund Transfers (366,643) (1,028,030) Plan-to-Plan Transfers (6,871) (36,800) Loan Repayments 941 16,670 ----------- ---------- (372,545) 2,659,394 ----------- ----------- Investment Income: Dividend and Interest Income 230,794 774,505 Net Change in Fair Value of Investments 0 6,475,694 ----------- ---------- 230,794 7,250,199 ----------- ---------- Application of Participants' Equity: Loans to Participants 120,348 45,412 Distributions to Active and Terminated Participants 139,398 461,970 Administrative and Miscellaneous Expenses 0 21,881 ----------- ---------- 259,746 529,263 ------------ ---------- Increase (Decrease) in Net Assets Available for Benefits (401,497) 9,380,330 Net Assets Available for Benefits, Beginning of Year 4,736,815 17,874,593 ---------- ---------- Net Assets Available for Benefits, End of Year $4,335,318 $27,254,923 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $2,133,437 $2,837,866 Employer 0 0 Fund-to-Fund Transfers 906,422 237,749 Plan-to-Plan Transfers 107,547 182,004 Loan Repayments 400,791 440,944 ---------- --------- 3,548,197 3,698,563 ----------- ---------- Investment Income: Dividend and Interest Income 1,404,753 2,820,129 Net Change in Fair Value of Investments 4,292,734 2,621,406 ----------- ---------- 5,697,487 5,441,535 ----------- ---------- Application of Participants' Equity: Loans to Participants 449,648 586,249 Distributions to Active and Terminated Participants 198,264 291,399 Administrative and Miscellaneous Expenses 0 0 ----------- ---------- 647,912 877,648 ----------- ---------- Increase (Decrease) in Net Assets Available for Benefits 8,597,772 8,262,450 Net Assets Available for Benefits, Beginning of Year 16,653,111 21,369,320 ----------- ---------- Net Assets Available for Benefits, End of Year $25,250,883 $29,631,770 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $148,251 Employer 0 0 Fund-to-Fund Transfers 20,808 105,046 Plan-to-Plan Transfers 34,644 (2,659) Loan Repayments (1,180,108) 20,964 ----------- ---------- (1,124,656) 271,602 ----------- ---------- Investment Income: Dividend and Interest Income 183 36,105 Net Change in Fair Value of Investments 0 74,529 ----------- ---------- 183 110,634 ----------- ---------- Application of Participants' Equity: Loans to Participants (1,738,789) 4,266 Distributions to Active and Terminated Participants 0 490 Administrative and Miscellaneous Expenses 0 0 ----------- ---------- (1,738,789) 4,756 ----------- --------- Increase (Decrease) in Net Assets Available for Benefits 614,316 377,480 Net Assets Available for Benefits, Beginning of Year 3,037,832 538,438 ----------- ---------- Net Assets Available for Benefits, End of Year $3,652,148 $915,918 =========== ========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $556,204 $867,453 Employer 0 0 Fund-to-Fund Transfers (268,372) (356,465) Plan-to-Plan Transfers 17,009 23,195 Loan Repayments 90,447 122,926 ----------- ------------ 395,288 657,109 ----------- ----------- Investment Income: Dividend and Interest Income 53,431 209,737 Net Change in Fair Value of Investments 520,998 931,074 ----------- ----------- 574,429 1,140,811 ----------- ---------- Application of Participants' Equity: Loans to Participants 55,863 168,271 Distributions to Active and Terminated Participants 56,917 92,168 Administrative and Miscellaneous Expenses 0 0 ----------- ---------- 112,780 260,439 ----------- ---------- Increase (Decrease) in Net Assets Available for Benefits 856,937 1,537,481 Net Assets Available for Benefits, Beginning of Year 2,768,060 6,153,011 ---------- ---------- Net Assets Available for Benefits, End of Year $3,624,997 $7,690,492 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $482,433 $1,114,609 Employer 0 0 Fund-to-Fund Transfers (237,029) 986,514 Plan-to-Plan Transfers 18,334 (2,991) Loan Repayments 89,873 225,546 ----------- ---------- 353,611 2,323,678 ----------- ---------- Investment Income: Dividend and Interest Income 87,053 561,947 Net Change in Fair Value of Investments 202,882 0 ----------- ---------- 289,935 561,947 ----------- ---------- Application of Participants' Equity: Loans to Participants 49,157 259,575 Distributions to Active and Terminated Participants 52,086 268,487 Administrative and Miscellaneous Expenses 0 0 ----------- ---------- 101,243 528,062 ----------- ---------- Increase (Decrease) in Net Assets Available for Benefits 542,303 2,357,563 Net Assets Available for Benefits, Beginning of Year 2,272,937 9,149,067 ----------- ---------- Net Assets Available for Benefits, End of Year $2,815,240 $11,506,630 =========== =========== See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $8,236,424 Employer 3,611,411 Fund-to-Fund Transfers 0 Plan-to-Plan Transfers 333,412 Loan Repayments 228,994 ---------- 12,410,241 ---------- Investment Income: Dividend and Interest Income 6,178,637 Net Change in Fair Value of Investments 15,119,317 ---------- 21,297,954 ---------- Application of Participants' Equity: Loans to Participants 0 Distributions to Active and Terminated Participants 1,561,179 Administrative and Miscellaneous Expenses 21,881 --------- 1,583,060 --------- Increase (Decrease) in Net Assets Available for Benefits 32,125,135 Net Assets Available for Benefits, Beginning of Year 84,553,184 ----------- Net Assets Available for Benefits, End of Year $116,678,319 ============ See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF PLAN: General: The Illinois Power Company Incentive Savings Plan (the Plan) is sponsored and administered by Illinois Power Company (the Company). The Plan became effective as of June 1, 1984. 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 taxdeferred 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. Participation: All salaried employees of the Company are eligible to participate in the Plan. In addition, all employees of Illinois Power Company's parent company, Illinova Corporation (Illinova), are eligible to participate, as are employees of Illinova's other subsidiary companies. 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 contribution 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, 232,818 and 314,955 shares have been allocated to salaried 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 763,402 32,696,498 25,136,636 Fidelity Retirement Growth Fund 1,747,251 30,209,967 30,809,480 Illinova Common Stock 872,551 23,995,153 19,065,430 Fidelity Asset Manager Fund 497,383 8,191,890 7,457,184 Fidelity Managed Income Portfolio 15,051,091 15,051,091 15,051,091 December 31, 1995 Investments at Fair Value as Determined by Quoted Market Price Units Value Cost Fidelity Equity Income Fund 665,723 25,250,883 20,233,153 Fidelity Retirement Growth Fund 1,629,014 29,631,770 28,552,931 Illinova Common Stock 827,953 24,838,590 17,965,506 Fidelity Asset Manager Fund 485,204 7,690,492 7,096,354 Fidelity Managed Income Portfolio 11,506,630 11,506,630 11,506,630
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 $4,146,784 in 323 transactions and sold shares, the proceeds of which totaled $3,906,425, in 308 transactions. The net gain on these sales was $805,123. 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 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 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 234 $8,562,277 Retirement Growth Fund 236 8,682,436 International Fund 155 1,249,307 Asset Manager Fund 184 1,852,578 Asset Manager Growth Fund 165 1,930,774 Asset Manager Income Fund 97 483,405 Managed Income Portfolio 189 9,597,739 Cash Portfolio 152 4,823,012
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 185 $4,623,892 $965,099 Retirement Growth Fund 209 6,775,778 349,892 International Fund 109 610,162 28,324 Asset Manager Fund 150 1,666,893 175,145 Asset Manager Growth Fund 99 54,560 70,233 Asset Manager Income Fund 44 279,997 5,248 Managed Income Portfolio 190 6,053,278 0 Cash Portfolio 258 4,841,649 0
Schedule I Item 27a Illinois Power Company Incentive Savings Plan Schedule of Assets Held for Investment Purposes December 31, 1996 Identity of Issue/ Current Description of Investment Cost Value *Fidelity Equity Income Fund $25,136,636 $32,696,498 *Fidelity Retirement Growth Fund 30,809,480 30,209,967 *Illinova Common Stock 19,065,430 23,995,153 *Fidelity Asset Manager Income Fund 1,079,421 1,119,400 *Fidelity Asset Manager Growth Fund 4,625,953 5,160,883 *Fidelity Asset Manager Fund 7,457,184 8,191,890 *Fidelity International Growth and Income Fund 3,397,456 3,742,593 *Fidelity Managed Income Portfolio 15,051,091 15,051,091 **Participant Loans 3,959,549 3,959,549 ---------- ---------- $110,582,200 $124,127,024 *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 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) Fidelity Equity Income Fund 8,562,277 4,623,892 3,658,793 965,099 Fidelity Retirement Growth Fund 8,682,436 6,775,778 6,425,886 349,892 Fidelity Managed Income 9,597,739 6,053,278 6,053,278 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 /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 S-8 (No. 33-60278 of Illinova Corporation of our report on the Illinois Power Company Incentive Savings Plan 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-----