-----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, GV/Zfict1DfoKmApXVMA6CY7+qfTgKNlHm6qrc/0TQfqyeZKhkdUBk3GKbyGhHzd lEj6SyRliWFim2c23HndeA== 0000049816-98-000021.txt : 19980619 0000049816-98-000021.hdr.sgml : 19980619 ACCESSION NUMBER: 0000049816-98-000021 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: 98650097 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, 1997 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, 1997 ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 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 $298,849 $0 Investments at Fair Value 25,968,828 41,911,711 ----------- ----------- Total Investments 26,267,677 41,911,711 Dividends and Interest Receivable 1,278 0 Employee Contributions Receivable 2,051 67,595 Employer Contributions Receivable 811,796 0 Loan Repayments Receivable 591 15,454 Loans Outstanding 0 0 ----------- ----------- Other Assets 815,716 83,049 ----------- ----------- Total Assets 27,083,393 41,994,760 ----------- ----------- LIABILITIES: Accrued Expenses 13,999 0 ----------- ----------- Total Liabilities 13,999 0 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $27,069,394 $41,994,760 =========== =========== 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 Fidelity Retirement Growth Loan Fund Fund ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 33,106,384 0 ----------- ---------- Total Investments 33,106,384 0 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 61,714 0 Employer Contributions Receivable 0 0 Loan Repayments Receivable 13,682 (50,704) Loans Outstanding 0 3,916,574 ----------- ---------- Other Assets 75,396 3,865,870 ----------- ---------- Total Assets 33,181,780 3,865,870 ----------- ---------- LIABILITIES: Accrued Expenses 0 0 ----------- ---------- Total Liabilities 0 0 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $33,181,780 $3,865,870 =========== ========== 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 Fidelity Fidelity Asset Asset Manager Manager Income Growth Fund Fund ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 1,181,289 7,373,529 ---------- ---------- Total Investments 1,181,289 7,373,529 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 3,244 16,817 Employer Contributions Receivable 0 0 Loan Repayments Receivable 535 2,828 Loans Outstanding 0 0 ---------- ---------- Other Assets 3,779 19,645 ---------- ---------- Total Assets 1,185,068 7,393,174 ---------- ---------- LIABILITIES: Accrued Expenses 0 0 ---------- ---------- Total Liabilities 0 0 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $1,185,068 $7,393,174 ========== ========== 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 Fidelity Fidelity Asset International Manager Growth and Fund Income Fund ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 9,362,941 3,347,530 ---------- ---------- Total Investments 9,362,941 3,347,530 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 17,467 9,260 Employer Contributions Receivable 0 0 Loan Repayments Receivable 3,827 1,897 Loans Outstanding 0 0 ---------- ---------- Other Assets 21,294 11,157 ---------- ---------- Total Assets 9,384,235 3,358,687 ---------- ---------- LIABILITIES: Accrued Expenses 0 0 ---------- ---------- Total Liabilities 0 0 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $9,384,235 $3,358,687 ========== ========== 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 Fidelity Managed US Equity Income Index Portfolio Commingled Fund Pool ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 15,046,006 2,855,122 ----------- ---------- Total Investments 15,046,006 2,855,122 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 20,818 10,869 Employer Contributions Receivable 0 0 Loan Repayments Receivable 6,516 1,975 Loans Outstanding 0 0 ----------- ---------- Other Assets 27,334 12,844 ----------- ---------- Total Assets 15,073,340 2,867,966 ----------- ---------- LIABILITIES: Accrued Expenses 0 0 ----------- ---------- Total Liabilities 0 0 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $15,073,340 $2,867,966 =========== ========== 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 Founders USAA Growth International Fund Fund ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 1,687,490 683,595 ---------- -------- Total Investments 1,687,490 683,595 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 6,023 2,407 Employer Contributions Receivable 0 0 Loan Repayments Receivable 1,171 342 Loans Outstanding 0 0 ---------- -------- Other Assets 7,194 2,749 ---------- -------- Total Assets 1,694,684 686,344 ---------- -------- LIABILITIES: Accrued Expenses 0 0 ---------- -------- Total Liabilities 0 0 ---------- -------- NET ASSETS AVAILABLE FOR BENEFITS $1,694,684 $686,344 ========== ======== 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 Warburg Pincus Fidelity Emerging Brokerage Growth Link ASSETS: Cash and Temporary Cash Investments $0 $0 Investments at Fair Value 961,687 1,621,382 -------- ---------- Total Investments 961,687 1,621,382 Dividends and Interest Receivable 0 0 Employee Contributions Receivable 3,639 1,469 Employer Contributions Receivable 0 0 Loan Repayments Receivable 757 1,129 Loans Outstanding 0 0 -------- ---------- Other Assets 4,396 2,598 -------- ---------- Total Assets 966,083 1,623,980 -------- ---------- LIABILITIES: Accrued Expenses 0 0 -------- ---------- Total Liabilities 0 0 -------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $966,083 $1,623,980 ======== ========== 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 $298,849 Investments at Fair Value 145,107,494 ------------ Total Investments 145,406,343 Dividends and Interest Receivable 1,278 Employee Contributions Receivable 223,373 Employer Contributions Receivable 811,796 Loan Repayments Receivable 0 Loans Outstanding 3,916,574 ------------ Other Assets 4,953,021 ------------ Total Assets 150,359,364 ------------ LIABILITIES: Accrued Expenses 13,999 ------------ Total Liabilities 13,999 ------------ NET ASSETS AVAILABLE FOR BENEFITS $150,345,365 ============ 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, 1996 Fidelity 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 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 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 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 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 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 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 with Fund Information as of December 31, 1996 Fidelity 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 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 $138,130 $2,330,525 Employer 2,098,559 0 Fund-to-Fund Transfers (508,012) (1,051,248) Plan-to-Plan Transfers 362,516 173,428 Loan Repayments 24,158 550,338 ----------- ----------- 2,115,351 2,003,043 ----------- ----------- Investment Income: Dividend and Interest Income 1,167,523 2,301,987 Net Change in Fair Value of Investments (236,476) 7,457,216 ----------- ----------- 931,047 9,759,203 ----------- ----------- Application of Participants' Equity: Loans to Participants 14,929 421,790 Distributions to Active and Terminated Participants 1,337,976 2,104,579 Administrative and Miscellaneous Expenses 27,756 4,587 ----------- ----------- 1,380,661 2,530,956 ----------- ----------- Increase (Decrease) in Net Assets Available for Benefits 1,665,737 9,231,290 Net Assets Available for Benefits, Beginning of Year 25,403,657 32,763,470 ----------- ----------- Net Assets Available for Benefits, End of Year $27,069,394 $41,994,760 =========== =========== See Accompanying Notes to Financial Statements ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $2,324,724 $0 Employer 0 0 Fund-to-Fund Transfers (3,876,423) 0 Plan-to-Plan Transfers 329,329 51,768 Loan Repayments 535,953 (1,385,047) ----------- ---------- (686,417) (1,333,279) ----------- ---------- Investment Income: Dividend and Interest Income 5,719,211 0 Net Change in Fair Value of Investments (309,142) 0 ----------- ---------- 5,410,069 0 ----------- ---------- Application of Participants' Equity: Loans to Participants 448,737 (1,419,920) Distributions to Active and Terminated Participants 1,375,393 138,629 Administrative and Miscellaneous Expenses 923 0 ----------- ---------- 1,825,053 (1,281,291) ----------- ---------- Increase (Decrease) in Net Assets Available for Benefits 2,898,599 (51,988) Net Assets Available for Benefits, Beginning of Year 30,283,181 3,917,858 ----------- ---------- Net Assets Available for Benefits, End of Year $33,181,780 $3,865,870 =========== ========== See Accompanying Notes to Financial Statements ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $115,604 $613,537 Employer 0 0 Fund-to-Fund Transfers 15,388 304,151 Plan-to-Plan Transfers 8,077 73,516 Loan Repayments 15,141 85,308 ---------- ---------- 154,210 1,076,512 ---------- ---------- Investment Income: Dividend and Interest Income 75,317 770,110 Net Change in Fair Value of Investments 51,147 727,905 ---------- ---------- 126,464 1,498,015 ---------- ---------- Application of Participants' Equity: Loans to Participants 9,004 77,676 Distributions to Active and Terminated Participants 209,150 279,652 Administrative and Miscellaneous Expenses 46 4 ---------- ---------- 218,200 357,332 ---------- ---------- Increase (Decrease) in Net Assets Available for Benefits 62,474 2,217,195 Net Assets Available for Benefits, Beginning of Year 1,122,594 5,175,979 ---------- ---------- Net Assets Available for Benefits, End of Year $1,185,068 $7,393,174 ========== ========== See Accompanying Notes to Financial Statements ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $606,566 $374,621 Employer 0 0 Fund-to-Fund Transfers (440,383) (802,524) Plan-to-Plan Transfers 51,709 (3,351) Loan Repayments 119,390 73,246 ---------- ---------- 337,282 (358,008) ---------- ---------- Investment Income: Dividend and Interest Income 819,149 211,670 Net Change in Fair Value of Investments 931,548 60,787 ---------- ---------- 1,750,697 272,457 ---------- ---------- Application of Participants' Equity: Loans to Participants 124,568 53,291 Distributions to Active and Terminated Participants 790,382 257,952 Administrative and Miscellaneous Expenses 4 104 ---------- ---------- 914,954 311,347 ---------- ---------- Increase (Decrease) in Net Assets Available for Benefits 1,173,025 (396,898) Net Assets Available for Benefits, Beginning of Year 8,211,210 3,755,585 ---------- ---------- Net Assets Available for Benefits, End of Year $9,384,235 $3,358,687 ========== ========== See Accompanying Notes to Financial Statements ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $805,198 $210,662 Employer 0 0 Fund-to-Fund Transfers (474,453) 2,424,167 Plan-to-Plan Transfers 79,844 (26,171) Loan Repayments 237,151 24,376 ----------- ---------- 647,740 2,633,034 ----------- ---------- Investment Income: Dividend and Interest Income 894,814 0 Net Change in Fair Value of Investments 0 258,350 ----------- ---------- 894,814 258,350 ----------- ---------- Application of Participants' Equity: Loans to Participants 230,744 10,784 Distributions to Active and Terminated Participants 1,310,245 12,634 Administrative and Miscellaneous Expenses 5,793 0 ----------- ---------- 1,546,782 23,418 ----------- ---------- Increase (Decrease) in Net Assets Available for Benefits (4,228) 2,867,966 Net Assets Available for Benefits, Beginning of Year 15,077,568 0 ----------- ---------- Net Assets Available for Benefits, End of Year $15,073,340 $2,867,966 =========== ========== See Accompanying Notes to Financial Statements ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $209,244 $72,604 Employer 0 0 Fund-to-Fund Transfers 1,416,164 602,620 Plan-to-Plan Transfers 3,189 1,035 Loan Repayments 11,480 6,372 ---------- -------- 1,640,077 682,631 ---------- -------- Investment Income: Dividend and Interest Income 225,803 52,823 Net Change in Fair Value of Investments (144,840) (42,418) ---------- -------- 80,963 10,405 ---------- -------- Application of Participants' Equity: Loans to Participants 14,053 6,692 Distributions to Active and Terminated Participants 12,303 0 Administrative and Miscellaneous Expenses 0 0 ---------- -------- 26,356 6,692 ---------- -------- Increase (Decrease) in Net Assets Available for Benefits 1,694,684 686,344 Net Assets Available for Benefits, Beginning of Year 0 0 ---------- -------- Net Assets Available for Benefits, End of Year $1,694,684 $686,344 ========== ======== See Accompanying Notes to Financial Statements ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $123,549 $26,967 Employer 0 0 Fund-to-Fund Transfers 752,293 1,638,260 Plan-to-Plan Transfers 1,376 0 Loan Repayments 9,950 21,491 -------- ---------- 887,168 1,686,718 -------- ---------- Investment Income: Dividend and Interest Income 56,840 0 Net Change in Fair Value of Investments 29,727 0 -------- ---------- 86,567 0 -------- ---------- Application of Participants' Equity: Loans to Participants 7,652 0 Distributions to Active and Terminated Participants 0 0 Administrative and Miscellaneous Expenses 0 62,738 -------- ---------- 7,652 62,738 -------- ---------- Increase (Decrease) in Net Assets Available for Benefits 966,083 1,623,980 Net Assets Available for Benefits, Beginning of Year 0 0 -------- ---------- Net Assets Available for Benefits, End of Year $966,083 $1,623,980 ======== ========== See Accompanying Notes to Financial Statements ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $7,951,931 Employer 2,098,559 Fund-to-Fund Transfers 0 Plan-to-Plan Transfers 1,106,265 Loan Repayments 329,307 ------------ 11,486,062 ------------ Investment Income: Dividend and Interest Income 12,295,247 Net Change in Fair Value of Investments 8,783,804 ------------ 21,079,051 ------------ Application of Participants' Equity: Loans to Participants 0 Distributions to Active and Terminated Participants 7,828,895 Administrative and Miscellaneous Expenses 101,955 ------------ 7,930,850 ------------ Increase (Decrease) in Net Assets Available for Benefits 24,634,263 Net Assets Available for Benefits, Beginning of Year 125,711,102 ------------ Net Assets Available for Benefits, End of Year $150,345,365 ============ See Accompanying Notes to Financial Statements ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN 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 $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 with Fund Information for the Year Ended December 31, 1996 Fidelity Fidelity 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 with Fund Information for the Year Ended December 31, 1996 Fidelity 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 with Fund Information for the Year Ended December 31, 1996 Fidelity Asset Fidelity Manager Asset Growth t 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 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 $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 with Fund Information 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 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. 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. 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 (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; increase the maximum Company Incentive Contribution; 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 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 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 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, 294,476 and 339,205 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 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 964,040 $25,968,828 $20,374,849 Fidelity Equity Income Fund 799,689 $41,911,711 $28,462,446 Fidelity Retirement Growth Fund 1,964,771 $33,106,384 $34,459,220 Fidelity Asset Manager Fund 510,242 $ 9,362,941 $ 7,937,016 Fidelity Managed Income Portfolio Fund 15,046,006 $15,046,006 $15,046,006 December 31, 1996 Investments at Fair Value as Determined by Quoted Market Price Units Value Cost Illinova Common Stock 872,551 $23,995,153 $19,065,430 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 Fidelity Asset Manager Fund 497,383 $ 8,191,890 $ 7,457,184 Fidelity Managed Income Portfolio Fund 15,051,091 $15,051,091 $15,051,091 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 $4,067,761 in 304 transactions and sold shares, the proceeds of which totaled $2,969,549, in 300 transactions. The net gain on these sales was $266,448. 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 229 $ 8,550,554 Fidelity Retirement Growth Fund 222 $10,012,632 Fidelity Asset Manager Income Fund 108 $ 525,176 Fidelity Asset Manager Growth Fund 174 $ 2,668,826 Fidelity Asset Manager Fund 179 $ 1,890,879 Fidelity International Growth and Income Fund 160 $ 1,134,925 Fidelity Managed Income Portfolio Fund 176 $ 6,418,982 Fidelity US Equity Index Commingled Pool 131 $ 3,124,601 Founders Growth Fund 123 $ 2,089,787 USAA International Fund 87 $ 947,444 Warburg Pincus Emerging Growth 92 $ 1,116,291 Fidelity Brokerage Link 66 $ 1,684,120 Cash Portfolio 139 $ 3,845,829 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 Fidelity Equity Income Fund 202 $6,792,558 $1,567,814 Fidelity Retirement Growth Fund 207 $6,807,073 $ 444,181 Fidelity Asset Manager Income Fund 53 $ 514,433 $ 19,515 Fidelity Asset Manager Growth Fund 111 $1,184,084 $ 147,533 Fidelity Asset Manager Fund 144 $1,651,376 $ 240,329 Fidelity International Growth and Income Fund 118 $1,590,774 $ 171,227 Fidelity Managed Income Portfolio Fund 191 $6,424,067 0 Fidelity US Equity Index Commingled Pool 38 $ 527,829 $ 21,709 Founders Growth Fund 30 $ 257,458 $ 7,722 USAA International Fund 18 $ 221,431 $ 12,115 Warburg Pincus Emerging Growth 20 $ 184,332 $ 18,600 Fidelity Brokerage Link 176 $ 62,738 0 Cash Portfolio 229 $3,786,847 0 Line 27a Schedule I Illinois Power Company Incentive Savings Plan Schedule of Assets Held for Investment Purposes December 31, 1997 Identity of Issue/ Current Description of Investment Cost Value *Illinova Common Stock $20,374,849 $25,968,828 *Fidelity Equity Income Fund 28,462,446 41,911,711 *Fidelity Retirement Growth Fund 34,459,220 33,106,384 *Fidelity Asset Manager Income Fund 1,109,679 1,181,289 *Fidelity Asset Manager Growth Fund 6,258,228 7,373,529 *Fidelity Asset Manager Fund 7,937,016 9,362,941 *Fidelity International Growth and Income Fund 3,112,834 3,347,530 *Fidelity Managed Income Portfolio Fund 15,046,006 15,046,006 *Fidelity US Equity Index Commingled Pool 2,618,481 2,855,122 *Founders Growth Fund 1,840,052 1,687,490 *USAA International Fund 738,127 683,595 *Warburg Pincus Emerging Growth 950,560 961,687 *Fidelity Brokerage Link 1,696,088 1,621,382 **Participant Loans 3,916,574 3,916,574 --------- --------- $128,520,160 $149,024,068 ============ ============ *A party-in-interest to the Plan **Interest rates on loans range from 7% to 11% Line 27d Schedule II Illinois Power Company Incentive Savings Plan 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 $ 4,067,761 $2,969,549 N/A N/A $2,703,101 $2,969,549 $ 266,448 Fidelity Equity Income Fund $ 8,550,554 $6,792,558 N/A N/A $5,224,744 $6,792,558 $1,567,814 Fidelity Retirement Growth Fund $10,012,632 $6,807,073 N/A N/A $6,362,892 $6,807,073 $ 444,181 Fidelity Managed Income Portfolio Fund $ 6,418,982 $6,424,067 N/A N/A $6,424,067 $6,424,067 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 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 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-----