-----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, KSmV6ThI3Fh46AUA1d47eZceAU3KGga8xs3iM5C1hKJlwSU9AnyfY05Lo4rX1FjO cLu25i3irNXyThyb3h18qA== 0000912057-02-022448.txt : 20020530 0000912057-02-022448.hdr.sgml : 20020530 20020530170750 ACCESSION NUMBER: 0000912057-02-022448 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AES CORPORATION CENTRAL INDEX KEY: 0000874761 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 541163725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-09779 FILM NUMBER: 02666604 BUSINESS ADDRESS: STREET 1: 1001 N 19TH ST STREET 2: STE 2000 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7035221315 35-CERT 1 a2081330z35-cert.txt 35-CERT UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ) The AES Corporation ) File No. 70-9779 ) Certificate Pursuant to Rule 24 and Release No. 35-27363 Under the Public Utility Holding Company Act of 1935 On March 23, 2001, the Securities and Exchange Commission ("SEC") issued an order, Release No. 35-27363 in File No. 70-9779 ("Exemption Order"), granting an exemption under Section 3(a) of the Public Utility Holding Company Act of 1935, as amended, to The AES Corporation ("AES") in relation to its proposed acquisition of IPALCO Enterprises, Inc. ("IPALCO"), which has a public-utility subsidiary company, Indianapolis Power & Light Company ("IPL"). The Exemption Order required AES to file certain certificates (as described in the Exemption Order) under Rule 24 within 60 days of the close of each calendar quarter for a period of two years beginning March 31, 2001 and every six months thereafter. A certificate complying with the Exemption Order is set forth below (as an attachment) for the period ending March 31, 2002. AES is separately filing a certificate in File No. 70-9465 as required by the Commission's order in Release No. 35-27063 in connection with the AES acquisition of CILCORP Inc. ("CILCORP"), which has a public-utility subsidiary company, Central Illinois Light Company ("CILCO"). Respectfully submitted, /s/ EARLE H. O'DONNELL --------------------------------- Earle H. O'Donnell Andrew B. Young Hugh E. Hilliard Dewey Ballantine LLP 1775 Pennsylvania Avenue, N.W. Washington, D.C. 20006 Dated: May 30, 2002 THE AES CORPORATION SEC FILING PURSUANT TO SECTION 3(a)(5) EXEMPTION ORDER QUARTER ENDED MARCH 31, 2002 ITEM (1) PER EXEMPTION ORDER (STATEMENTS ATTACHED): 1) Pro Rata Statement of Income of The AES Corporation for the 12 months ended March 31, 2002 2) Pro Rata Balance Sheet of The AES Corporation at March 31, 2002 3) Statement of Income of IPALCO for the 12 months ended March 31, 2002 4) Statement of Income of IPL for the 12 months ended March 31, 2002 5) Consolidated Balance Sheet of IPALCO at March 31, 2002 6) Consolidated Balance Sheet of IPL at March 31, 2002 7) Statement of Income of CILCORP for the 12 months ended March 31, 2002 8) Statement of Income of CILCO for the 12 months ended March 31, 2002 9) Consolidated Balance Sheet of CILCORP at March 31, 2002 10) Consolidated Balance Sheet of CILCO at March 31, 2002 THE AES CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (INCLUDES CILCORP AND IPALCO) FOR THE TWELVE MONTHS ENDED MARCH 31, 2002 - PRORATA BASIS (UNAUDITED)
- ------------------------------------------------------------------------------------ YEAR ENDED ($ in millions) 3/31/02 - ------------------------------------------------------------------------------------ REVENUES: Sales and services $ 10,535 OPERATING COSTS AND EXPENSES: Cost of sales and services 7,895 Selling, general and administrative expenses 148 --------------- TOTAL OPERATING COSTS AND EXPENSES 8,043 --------------- OPERATING INCOME 2,492 OTHER INCOME AND (EXPENSE): Interest expense, net (1,564) Other income (44) Nonrecurring severance and transaction costs (37) Loss on sale of investment (57) --------------- INCOME BEFORE INCOME TAXES 790 Income tax provision 253 --------------- INCOME FROM CONTINUING OPERATIONS 537 Loss from operations of discontinued components (net of income taxes) (215) --------------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 322 Cumulative effect of accounting change (net of income taxes) (473) --------------- NET INCOME/(LOSS) $ (151) ===============
2 THE AES CORPORATION PRO RATA CONSOLIDATED BALANCE SHEET (INCLUDES CILCORP AND IPALCO) MARCH 31, 2002 ($ in millions, unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,361 Short-term investments 489 Accounts receivable, net 1,886 Inventory 528 Receivable from affiliates 9 Deferred income taxes 36 Prepaid expenses and other current assets 1,195 Current assets of discontinued operations 46 ------------ TOTAL CURRENT ASSETS 5,550 PROPERTY, PLANT AND EQUIPMENT Land 872 Electric generation and distribution assets 24,002 Accumulated depreciation and amortization (4,264) Construction in progress 4,575 ------------ PROPERTY, PLANT AND EQUIPMENT, NET 25,185 OTHER ASSETS Deferred financing costs,net 389 Project development costs 68 Investments in and advances to affiliates 1,720 Debt service reserves and other deposits 376 Goodwill 2,924 Long-term assets of discontinued operations 206 Other assets 3,783 ------------ TOTAL OTHER ASSETS 9,466 TOTAL $ 40,201 ============
3 LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 1,268 Accrued interest 415 Accrued and other liabilities 1,339 Current liabilities of discontinued operations 199 Recourse debt-current portion 425 Non-recourse debt - current portion 3,526 ------------ TOTAL CURRENT LIABILITIES 7,172 LONG-TERM LIABILITIES Recourse debt 5,351 Non-recourse debt 15,268 Deferred income taxes 2,033 Long term liabilities of discontinued operations 8 Other long-term liabilities 4,780 ------------ TOTAL LONG-TERM LIABILITIES 27,440 Company-obligated convertible mandatorily redeemable preferred securities of subsidiary trusts holding solely junior subordinated debentures of AES 978 STOCKHOLDERS' EQUITY Common Stock 5 Additional paid in capital 5,584 Retained earnings 2,496 Accumulated other comprehensive loss (3,474) ------------ TOTAL STOCKHOLDERS' EQUITY 4,611 TOTAL $ 40,201 ============
4 IPALCO Enterprises, Inc. Statement of Consolidated Income (Unaudited) For the Twelve Months Ended March 31, 2002 OPERATING REVENUES: Electric $816,464,360 Steam 0 ---------------------- Gross Operating Revenues 816,464,360 ---------------------- OPERATING EXPENSES AND TAXES: Production - Fuel 180,151,902 Production - Other 86,186,538 Power Purchased 17,258,461 Purchased Steam 0 ---------------------- Total 283,596,901 Transmission 5,932,313 Distribution - Electric 29,478,827 Customer and Distribution - Steam 8,497 Customer Accounts 15,798,354 Customer Service and Informational 5,099,380 Administrative and General 80,122,930 ---------------------- Total 420,037,202 Depreciation 109,944,343 Amortization of Regulatory Deferrals 1,054,475 Income Taxes - Net 84,754,809 Taxes Other than Income Taxes 35,176,377 Disposition of Allowances - Net (5,797,565) ---------------------- Total Operating Expenses and Taxes 645,169,641 ---------------------- OPERATING INCOME 171,294,719 ---------------------- OTHER INCOME AND DEDUCTIONS: Allowance for Funds During Construction 3,005,672 Carrying Charges on Regulatory Assets 3,583 IPL Miscellaneous Income & Deductions-Net (218,748) IPL Income Taxes - Net 2,424,880 IPALCO Enterprises, Inc. - Parent Co. (10,495,967) Mid-America Capital Resources, Inc. (709,173) Mid-America Energy Resources, Inc. (138,834) ---------------------- Total Other Income and Deductions (6,128,587) ---------------------- TOTAL INCOME 165,166,132 ---------------------- INTEREST CHARGES: Interest on Long-Term Debt 39,723,251 Allowance for Funds During Const-Credit (1,404,629) Deferred Return on Regulatory Assets (8,715) Other Interest Charges 534,399 Amortization - Debt Discount & Expense 2,137,018 Preferred Stock Transactions 3,213,312 ---------------------- Total Interest and Other Charges-Net 44,194,636 ---------------------- CUM. ACCOUNTING CHANGE - Net of Taxes 0 NET INCOME $120,971,496 ======================
5 Indianapolis Power & Light Company Statement of Income (Unaudited) For the Twelve Months Ended March 31, 2002 OPERATING REVENUES: Electric $816,464,360 Steam 0 --------------------- Gross Operating Revenues 816,464,360 --------------------- OPERATING EXPENSES AND TAXES: Production - Fuel 180,151,902 Production - Other 86,186,538 Power Purchased 17,258,461 Purchased Steam 0 --------------------- Total 283,596,901 Transmission 5,932,313 Distribution - Electric 29,478,827 Customer and Distribution - Steam 8,497 Customer Accounts 15,798,354 Customer Service and Informational 5,099,380 Administrative and General 80,122,930 --------------------- Total 420,037,202 Depreciation 109,944,343 Amortization of Regulatory Deferrals 1,054,475 Income Taxes - Net 84,754,809 Taxes Other than Income Taxes 35,176,377 Disposition of Allowances - Net (5,797,565) --------------------- Total Operating Expenses and Taxes 645,169,641 --------------------- OPERATING INCOME 171,294,719 --------------------- OTHER INCOME AND DEDUCTIONS: Allowance for Other Funds During Construction 3,005,672 Carrying Charges on Regulatory Assets 3,583 Miscellaneous Income and Deductions - Net (218,748) Income Taxes - Net 2,424,880 --------------------- Total Other Income and Deductions 5,215,387 --------------------- TOTAL INCOME 176,510,106 --------------------- INTEREST CHARGES: Interest on Long-Term Debt 39,723,251 Allowance for Borrowed Funds Used During Const (1,404,629) Deferred Return on Regulatory Assets-Borrowed (8,715) Other Interest Charges 534,399 Amortization - Debt Discount & Expense 2,137,018 --------------------- Total Interest and Other Charges-Net 40,981,324 --------------------- INCOME BEFORE EXTRAORDINARY ITEMS AND CUMULATIVE ACCOUNTING CHANGE 135,528,782 Less Preferred Stock Transactions 3,213,312 --------------------- INCOME APPLICABLE TO COMMON STOCK $132,315,470 =====================
6 IPALCO ENTERPRISES, INC. AND SUBSIDIARIES BALANCE SHEET (Unaudited) For the Twelve Months Ended March 31, 2002 ASSETS: PROPERTY, PLANT AND EQUIPMENT Utility Plant, at Original Cost $3,182,373,616 Less: Accum. Prov. for Deprec. & Amort. 1,468,850,291 ------------------------ Total Utility Plant - Net 1,713,523,325 ------------------------ OTHER PROPERTY, INVESTMENTS AND OTHER ASSETS: Nonutility Property 2,576,046 Less Accumulated Provision for Depreciation 740,001 ------------------------ Total Nonutility Property - Net 1,836,045 Other Investments 10,661,508 ------------------------ Total 12,497,553 ------------------------ CURRENT ASSETS: Cash 2,699,967 Working Funds 85,629 Temporary Cash Investments 20,718,124 Accounts Receivable - Associated Companies 3 Accounts Receivable: Customers 33,268,889 Miscellaneous 12,452,371 Less: Reserve for Uncollectible Accounts (1,346,629) Interest Receivable 25,057 Notes Receivable 0 Fuel 38,552,080 Materials and Supplies - Net 48,920,968 Other Current Assets 744,398 Def. Fed. & St. Tax on Fuel Costs-Due w/i 1 Yr. ------------------------ Total Current Assets 156,120,857 ------------------------ DEFERRED DEBITS: Unamortized Petersburg Unit 4 Carrying Charges 16,610,276 Unamort. Def. Return-Pete Unit 4 Carrying Chgs. 9,135,474 Unamort. Reacquisition Premium on Debt 19,225,296 Other Regulatory Assets 42,840,311 Miscellaneous 9,714,240 Unamortized Debt Expense 14,279,501 ------------------------ Total Deferred Debits 111,805,098 ------------------------ TOTAL ASSETS $1,993,946,833 ========================
7 LIABILITIES CAPITALIZATION: Common Shareholder's Equity: Common Stock $ 0 Unearned Compensation - Restricted Stock 0 Premium and Net Gain on Preferred Stock 648,700 Retained Earnings (2,567,075) Accumulated Other Comprehensive Income (11,263,323) Common Stock held by Treasury 0 ------------------------ Total (13,181,698) Non-Redeemable Cumulative Preferred Stock 59,135,300 Long-Term Debt 1,372,650,000 Unamort. Premium on LT Debt - Net (702,770) Total Long-Term Debt 1,371,947,230 Total Capitalization 1,417,900,832 CURRENT LIABILITIES: Notes Payable 0 Accounts Payable 60,185,594 Dividends Payable 903,532 Customer Deposits 8,612,715 Accrued Liabilities: Interest on Long-Term Debt 31,455,386 Interest on Customer Deposits, etc. 1,604,078 Taxes: Federal Taxes on Income (3,400,147) State Taxes on Income 6,715,773 Real Estate and Personal Property 24,734,649 Miscellaneous 4,558,007 Def. Fed. & St. Tax on Fuel Costs-Due w/i 1 Yr. 299,831 Deferred Fuel Expense 8,161,438 Miscellaneous 289,118 ------------------------ Total 144,119,974 Current Maturity of Long Term Debt 300,000 ------------------------ Total Current Liabilities 144,419,974 ------------------------ DEFERRED CREDITS: FAS109 Net Deferred Income Tax-Credit 42,762,677 Accumulated Deferred Income Tax-Net 214,953,086 Unamortized Investment Tax Credit 33,459,804 Accrued Postretirement Benefits 9,064,714 Accrued Pension Benefits 127,726,695 Miscellaneous 3,659,051 ------------------------ Total Deferred Credits 431,626,027 ------------------------ TOTAL LIABILITIES $1,993,946,833 ========================
8 INDIANAPOLIS POWER & LIGHT COMPANY BALANCE SHEET (Unaudited) For the Twelve Months Ended March 31, 2002 ASSETS: PROPERTY, PLANT AND EQUIPMENT Utility Plant, at Original Cost $3,182,373,616 Less: Accum. Prov. for Deprec. & Amort. 1,468,850,291 ---------------------- Total Utility Plant - Net 1,713,523,325 ---------------------- OTHER PROPERTY, INVESTMENTS AND OTHER ASSETS: Nonutility Property 2,474,502 Less Accumulated Provision for Depreciation 740,001 ---------------------- Total Nonutility Property - Net 1,734,501 Other Investments 3,742,718 ---------------------- Total 5,477,219 ---------------------- CURRENT ASSETS: Cash 2,636,433 Working Funds 85,629 Temporary Cash Investments 7,677,520 Accounts Receivable - Associated Companies 167,538 Accounts Receivable: Customers 33,252,714 Miscellaneous 12,368,930 Less: Reserve for Uncollectible Accounts (1,316,704) Interest Receivable (8,511) Notes Receivable 0 Fuel 38,552,080 Materials and Supplies - Net 48,926,063 Other Current Assets 744,398 Def. Fed. & St. Tax on Fuel Costs-Due w/i 1 Yr. Tax Refund Receivable 39,794 ---------------------- Total Current Assets 143,125,884 ---------------------- DEFERRED DEBITS: Unamortized Petersburg Unit 4 Carrying Charges 16,610,276 Unamort. Def. Return-Pete Unit 4 Carrying Chgs. 9,135,474 Unamort. Reacquisition Premium on Debt 19,225,296 Other Regulatory Assets 42,840,311 Miscellaneous 9,410,752 Unamortized Debt Expense 5,277,202 ---------------------- Total Deferred Debits 102,499,311 ---------------------- TOTAL ASSETS $1,964,625,739 ======================
9 LIABILITIES CAPITALIZATION: Common Shareholder's Equity: Common Stock $ 324,536,675 Premium and Net Gain on Preferred Stock 2,642,134 Retained Earnings 400,815,527 Accumulated Other Comprehensive Income (11,261,685) ---------------------- Total 716,732,651 ---------------------- Non-Redeemable Cumulative Preferred Stock 59,135,300 ---------------------- Long-Term Debt 622,650,000 Unamort. Premium on LT Debt - Net (702,770) ---------------------- Total Long-Term Debt 621,947,230 ---------------------- Total Capitalization 1,397,815,181 ---------------------- CURRENT LIABILITIES: Accounts Payable 59,120,201 Dividends Payable 804,949 Customer Deposits 8,612,715 Accrued Liabilities: Interest on Long-Term Debt 10,015,386 Interest on Customer Deposits, etc. 1,604,078 Taxes: Federal Taxes on Income 10,665,472 State Taxes on Income 6,475,619 Real Estate and Personal Property 24,729,624 Miscellaneous 4,555,438 Def. Fed. & St. Tax on Fuel Costs-Due w/i 1 Yr. 299,831 Deferred Fuel Expense 8,161,438 Miscellaneous 289,118 ---------------------- Total 135,333,869 ---------------------- Total Current Liabilities 135,333,869 ---------------------- DEFERRED CREDITS: FAS109 Net Deferred Income Tax-Credit 42,762,677 Accumulated Deferred Income Tax-Net 214,820,852 Unamortized Investment Tax Credit 33,459,804 Accrued Postretirement Benefits 9,064,714 Accrued Pension Benefits 127,709,606 Miscellaneous 3,659,036 ---------------------- Total Deferred Credits 431,476,689 ---------------------- TOTAL LIABILITIES $1,964,625,739 ======================
10 CILCORP Inc. and Subsidiaries Consolidated Income Statement (Unaudited) Twelve Months Ended March 31, 2002 (In Thousands) Revenue: CILCO Electric $386,924 CILCO Gas 192,503 CILCO Other 105,626 Other Businesses 57,136 --------------- Total 742,189 --------------- Operating expenses: Fuel for generation and purchased power 217,496 Gas purchased for resale 157,550 Other operations and maintenance 123,014 Depreciation and amortization 82,934 Taxes, other than income taxes 38,478 --------------- Total 619,472 --------------- Fixed charges and other: Interest expense 68,141 Preferred stock dividends of subsidiary 2,159 Allowance for funds used during construction (150) Other 1,394 --------------- Total 71,544 --------------- Income from continuing operations before income taxes 51,173 Income taxes 22,038 --------------- Net income from continuing operations 29,135 Income (loss) from operations of discontinued business, net of taxes (4,389) --------------- Net income $ 24,746 ===============
11 CENTRAL ILLINOIS LIGHT COMPANY CONSOLIDATED STATEMENT OF INCOME (Unaudited) Twelve Months Ended March 31, 2002 (In Thousands) Operating Revenues: Electric $386,924 Gas 192,503 ------------------- 579,427 ------------------- Operating Expenses: Cost of Fuel 158,002 Cost of Gas 113,276 Purchased Power 45,859 Other Operation & Maintenance Expenses 117,152 Depreciation and Amortization 69,572 Income Taxes 5,843 Other Taxes 38,259 ------------------- Total Operating Expenses 547,963 ------------------- Operating Income 31,464 Other Income and Deductions CILCO Owned Life Insurance (1,394) Other, Net 5,050 ------------------- Total other income and (deductions) 3,656 ------------------- Income Before Interest Expenses 35,120 Interest Expenses: Interest on Long-Term Debt 17,717 Cost of Borrowed Funds Capitalized (150) Other 5,160 ------------------- Total interest expense 22,727 ------------------- Net (loss) Income Before Preferred Dividends 12,393 ------------------- Preferred Stock Dividends 2,159 ------------------- Net Inc One Available for Common Stock $ 10,234 ===================
12 CILCORP INC. AND SUBSIDIARIES Consolidated Balance Sheets (Unaudited) As of March 31, 2002 (In Thousands) ASSETS Current Assets: Cash and Temporary Cash Investments $ 9,551 Receivables, Less Allowance for Uncollectible Accounts of $3,262 and $1,800 57,145 Accrued Unbilled Revenue 32,487 Fuel, at Average Cost 18,261 Materials and Supplies, at Average Cost 16,966 Gas in Underground Storage, at Average Cost 8,618 FAC Underrecoveries 1,255 PGA Underrecoveries 8,300 Prepayments and Other 10,064 ---------- Total Current Assets 162,647 ---------- Investments and Other Property: Investment in Leveraged Leases 135,116 Other Investments 19,820 ---------- Total Investments and Other Property 154,936 ---------- Property, Plant and Equipment: Utility Plant, at Original Cost Electric 724,704 Gas 235,245 ---------- 959,949 Less-Accumulated Provision for Depreciation 144,240 ---------- 815,709 Construction Work in Progress 56,981 Other, Net of Depreciation 23 ---------- Total Property, Plant and Equipment 872,713 ---------- Other Assets: Goodwill, Net of Accumulated Amortization of $33,753 579,211 Other 33,464 ---------- Total Other Assets 612,675 ---------- Total Assets $1,802,971 ==========
13 CILCORP INC. AND SUBSIDIARIES Consolidated Balance Sheets (Unaudited) As of March 31, 2002 LIABILITIES AND STOCKHOLDER'S EQUITY (In thousands) Current Liabilities: Current Portion of Long-Term Debt $ 26,750 Notes Payable 58,000 Accounts Payable 54,833 Accrued Taxes 12,555 Accrued Interest 27,409 Other 14,728 ---------- Total Current Liabilities 194,275 ---------- Long-Term Debt 692,392 ---------- Deferred Credits and Other Liabilities: Deferred Income Taxes 212,839 Regulatory Liability of Regulated Subsidiary 37,655 Deferred Investment Tax Credit 14,155 Other 85,953 ---------- Total Deferred Credits and Other Liabilities 350,602 ---------- Preferred Stock of Subsidiary without Mandatory Redemption 19,120 Preferred Stock of Subsidiary with Mandatory Redemption 22,000 ---------- Total Preferred Stock of Subsidiary 41,120 ---------- Stockholder's Equity: Common Stock, no par value; Authorized 10,000 Outstanding 1,000 -- Additional Paid-in Capital 518,833 Retained Earnings 14,311 Accumulated Other Comprehensive Income (Loss) (8,562) ---------- Total Stockholder's Equity 524,582 ---------- Total Liabilities and Stockholder's Equity $1,802,971 ==========
14 CENTRAL ILLINOIS LIGHT COMPANY Consolidated Balance Sheets (Unaudited) As of March 31, 2002 (In Thousands) ASSETS Utility Plant, At Original Cost: Electric $1,334,078 Gas 459,132 ---------- 1,793,210 Less-Accumulated Provision for Depreciation 1,002,428 ---------- 790,782 Construction Work in Progress 56,981 ---------- Total Utility Plant 847,763 ---------- Other Property and Investments: Cash Surrender Value of Company-owned Life Insurance (Net of Related Policy Loans of $65,314) 4,866 Other 1,112 ---------- Total Other Property and Investments 5,978 ---------- Current Assets: Cash and Temporary Cash Investments 1,843 Receivables, Less Allowance for Uncollectible Accounts of $3,262 and $1,800 57,083 Accrued Unbilled Revenue 27,565 Fuel, at Average Cost 18,261 Materials and Supplies, at Average Cost 16,280 Gas in Underground Storage, at Average Cost 8,618 Prepaid Taxes 9,219 FAC Underrecoveries 1,255 PGA Underrecoveries 8,300 Other 10,020 ---------- Total Current Assets 158,444 ---------- Deferred Debits: Unamortized Loss on Reacquired Debt 2,388 Unamortized Debt Expense 1,274 Prepaid Pension Cost 168 Other 16,602 ---------- Total Deferred Debits 20,432 ---------- Total Assets $1,032,617 ==========
15 CENTRAL ILLINOIS LIGHT COMPANY Consolidated Balance Sheets (Unaudited) As of March 31, 2002 (In thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common Stockholder's Equity: Common Stock, No Par Value; Authorized 20,000,000 Shares; Outstanding 13,563,871 Shares $ 185,661 Additional Paid-in Capital 52,000 Retained Earnings 89,389 Accumulated Other Comprehensive Income (Loss) (341) ---------- Total Common Stockholder's Equity 326,709 Preferred Stock Without Mandatory Redemption 19,120 Preferred Stock With Mandatory Redemption 22,000 Long-term Debt 217,393 ---------- Total Capitalization 585,222 ---------- Current Liabilities: Current Maturities of Long-Term Debt 26,750 Notes Payable 58,000 Accounts Payable 49,509 Accrued Taxes 28,225 Accrued Interest 7,425 Dividends Payable to CILCORP 20,000 Other 14,728 ---------- Total Current Liabilities 204,637 ---------- Deferred Liabilities and Credits: Accumulated Deferred Income Taxes 103,996 Regulatory Liability 37,655 Investment Tax Credits 14,155 Other 86,952 ---------- Total Deferred Liabilities and Credits 242,758 ---------- Total Capitalization and Liabilities $1,032,617 ==========
16 ITEM (2) PER EXEMPTION ORDER (INCOME STATEMENT AMOUNTS ARE 12 MONTHS ENDED): CILCO AND IPL CONTRIBUTIONS TO AES/CILCORP/IPALCO CONSOLIDATED HOLDING COMPANY (PRO RATA CONSOLIDATION BASIS)(1) ($MM)
-------------------------------------------------------------------------------------------------------------- 12 MOS. ENDING 03/31/01 12 MOS. ENDING 03/31/02 -------------------------------------------------------------------------------------------------------------- GROSS REVENUES(2) 17.88% 14.25% CILCO 781 685 CILCORP (excluding CILCO) 48 57 IPL 840 816 IPALCO (excluding IPL) 17 0 AES (excluding CILCORP and IPALCO) 7,382 8,977 AES/CILCORP/IPALCO 9,068 10,535 -------------------------------------------------------------------------------------------------------------- OPERATING INCOME 11.90% 11.96% CILCO 97 42 CILCORP (excluding CILCO) 3 81 IPL 129 256 IPALCO (excluding IPL) 1 0 AES (excluding CILCORP and IPALCO) 1,669 2,113 AES/CILCORP/IPALCO 1,900 2,492 -------------------------------------------------------------------------------------------------------------- NET INCOME 14.82% 22.15% CILCO 43 10 CILCORP (excluding CILCO) (34) 15 IPL 29 132 IPALCO (excluding IPL) 14 11 AES (excluding CILCORP and IPALCO) 431 473 AES/CILCORP/IPALCO 483 641 -------------------------------------------------------------------------------------------------------------- NET ASSETS 5.91% 6.80% CILCO 311 770 CILCORP (excluding CILCO) 1,124 1,033 IPL 1,909 1,965 IPALCO (excluding IPL) (5) 29 AES (excluding CILCORP and IPALCO) 34,229 36,404 AES/CILCORP/IPALCO 37,568 40,201 --------------------------------------------------------------------------------------------------------------
- -------- (1) This schedule presents on a proforma basis, the results of operations of AES excluding the aggregate (both subsidiaries and affiliates) South American affiliates foreign currency losses of approximately $114 million after income tax and mark to market gain from FAS No. 133 of approximately $35 million after income tax. This schedule also excludes loss on discontinued operations of $215 million consisting mainly of Termocandelaria, Ib Valley, Power Direct and telecommunication businesses in Brazil, the United States and the AES Fifoots Point generation facility in the United Kingdom. In addition, effective January 1, 2002, AES adopted the SFAS No. 142, "Goodwill and Other Intangible Assets" which establishes accounting and reporting standards for goodwill and other intangible assets. The adoption of SFAS No. 142 resulted in a cumulative reduction to income of $473 million, net of income tax effects. SFAS No. 142 adopts a fair value model for evaluating impairment of goodwill in place of the recoverability model used previously. AES wrote-off the goodwill associated with certain acquisitions where the current fair market value of such businesses is less than the current carrying value of the business, primarily as a result of reductions in fair value associated with lower than expected growth in electricity consumption compared to the original estimates made at the date of acquisition. If the excluded items are taken into account, certain CILCO and IPL contributions to AES/CILCORP/IPALCO on a consolidated basis would be different as follows: (94%) to Net Income. (2) Gross business revenues (utility and non-utility) of IPALCO and CILCO combined as a percentage of total gross business revenues (including IPALCO/IPL and CILCORP/CILCO, utility and non-utility) of AES. 17 IPL CONTRIBUTIONS TO AES/IPALCO CONSOLIDATED HOLDING COMPANY (PRO RATA CONSOLIDATION BASIS)(1) ($MM)
----------------------------------------------------------------------------------------------------------- 12 MOS. ENDED 03/31/01 12 MOS. ENDED 03/31/02 ----------------------------------------------------------------------------------------------------------- GROSS REVENUES(2) 9.64% 8.07% IPL 840 816 IPALCO (excluding IPL) 17 0 AES (excluding CILCO jurisdictional activities) 7,854 9,294 AES/IPALCO 8,711 10,110 ----------------------------------------------------------------------------------------------------------- OPERATING INCOME 6.00% 10.39% IPL 129 256 IPALCO (excluding IPL) 1 0 AES (excluding CILCO jurisdictional activities) 2,018 2,208 AES/IPALCO 2,149 2,464 ----------------------------------------------------------------------------------------------------------- NET INCOME 6.58% 20.85% IPL 29 132 IPALCO (excluding IPL) 14 11 AES (excluding CILCO jurisdictional activities) 391 490 AES/IPALCO 433 633 ----------------------------------------------------------------------------------------------------------- NET ASSETS 5.19% 4.98% IPL 1,909 1,965 IPALCO (excluding IPL) (5) 29 AES (excluding CILCO jurisdictional activities) 34,902 37,467 AES/IPALCO 36,806 39,461 -----------------------------------------------------------------------------------------------------------
(1) This schedule presents on a proforma basis, the results of operations of AES excluding the aggregate (both subsidiaries and affiliates) South American affiliates foreign currency losses of approximately $114 million after income tax and mark to market gain from FAS No. 133 of approximately $35 million after income tax. This schedule also excludes loss on discontinued operations of $215 million consisting mainly of Termocandelaria, Ib Valley, Power Direct and telecommunication businesses in Brazil, the United States and the AES Fifoots Point generation facility in the United Kingdom. In addition, effective January 1, 2002, AES adopted the SFAS No. 142, "Goodwill and Other Intangible Assets" which establishes accounting and reporting standards for goodwill and other intangible assets. The adoption of SFAS No. 142 resulted in a cumulative reduction to income of $473 million, net of income tax effects. SFAS No. 142 adopts a fair value model for evaluating impairment of goodwill in place of the recoverability model used previously. AES wrote-off the goodwill associated with certain acquisitions where the current fair market value of such businesses is less than the current carrying value of the business, primarily as a result of reductions in fair value associated with lower than expected growth in electricity consumption compared to the original estimates made at the date of acquisition. If the excluded items are taken into account, certain IPL contributions to AES/CILCORP/IPALCO on a consolidated basis would be different as follows: (83%) to Net Income. (2) Gross business revenues (utility and non-utility) of IPL as a percentage of total gross business revenues (including IPALCO/IPL utility and non-utility) of AES. 18 ITEM (3) PER EXEMPTION ORDER - GENERATION INFORMATION: AES Generating Plants in Operation at March 31, 2002 (excluding CILCORP and IPALCO):
AES AES CAPACITY INTEREST EQUITY REGULATORY UNIT COUNTRY (MW) (%) (MW) STATUS ------- ---- --- ---- ------ AES Deepwater USA 143 100 143 QF AES Beaver Valley USA 125 100 125 QF AES Placerita USA 120 100 120 QF AES Thames USA 181 100 181 QF AES Shady Point USA 320 100 320 QF AES Hawaii USA 180 100 180 QF AES Warrior Run USA 180 100 180 QF AES Somerset USA 675 100 675 EWG AES Cayuga USA 306 100 306 EWG AES Greenidge USA 161 100 161 EWG AES Westover USA 126 100 126 EWG AES Alamitos USA 2,083 100 2,083 EWG AES Redondo Beach USA 1,310 100 1,310 EWG AES Huntington Beach USA 563 100 563 EWG AES Thermo Ecotek - Hemphill USA 14 70 10 QF AES Thermo Ecotek - Whitefield USA 14 100 14 QF AES Thermo Ecotek - Mendota USA 25 100 25 QF AES Delano USA 50 100 50 QF AES Mountainview USA 126 100 126 EWG AES Medina Valley USA 47 100 47 EWG AES Ironwood USA 705 100 705 EWG AES Riverside* USA 154 100 154 EWG DOMESTIC SUBTOTAL: 7,608 7,604
* Currently in discontinued operations status.
AES AES CAPACITY INTEREST EQUITY REGULATORY UNIT COUNTRY (MW) (%) (MW) STATUS ------- ---- --- ---- ---------- AES Kingston Canada 110 50 55 EWG AES San Nicholas Argentina 650 69 449 EWG AES Cabra Corral Argentina 102 98 100 FUCO AES El Tunal Argentina 10 98 10 FUCO AES Sarmiento Argentina 33 98 32 FUCO AES Ullum Argentina 45 98 44 FUCO AES Quebrada de Ullum Argentina 45 100 45 FUCO AES Alicura Argentina 1,000 100 1,000 FUCO CEMIG - Miranda Brazil 390 21 82 FUCO CEMIG - Igarapava Brazil 210 21 44 FUCO CEMIG (35 plants) Brazil 5,068 21 1064 FUCO 19 AES Bayano Panama 150 49 74 FUCO AES Panama Panama 42 49 21 FUCO AES Chiriqui - La Estrella Panama 42 49 21 FUCO AES Chiriqui - Los Valles Panama 48 49 24 FUCO AES Los Mina Dom. Rep. 210 100 210 EWG AES Yarra Australia 510 100 510 FUCO AES Jeeralang Australia 449 100 449 FUCO AES Mt. Stuart Australia 288 100 288 FUCO AES Xiangci - Cili China 26 51 13 FUCO Wuhu Grassy Lake China 250 25 63 FUCO Yangchun China 15 25 4 FUCO Chengdu Lotus City China 48 35 17 FUCO AES Jiaozuo China 250 70 175 FUCO AES Hefei China 115 70 81 FUCO AES Chongqing Nanchuan China 50 70 35 FUCO Yangcheng China 1050 25 263 FUCO AES Ekibastuz Kazakhstan 4,000 100 4,000 FUCO AES Ust-Kamenogorsk GES Kazakhstan 331 100 331 FUCO AES Shulbinsk GES Kazakhstan 702 100 702 FUCO AES Ust-Kamenogorsk TETS Kazakhstan 1,464 100 1,464 FUCO AES Leninogorsk TETS Kazakhstan 418 100 418 FUCO AES Sogrinsk TETS Kazakhstan 349 100 349 FUCO AES Semipalatinsk TETS Kazakhstan 1,002 100 1,002 FUCO AES Ust-Kamenogorsk Heat Nets Kazakhstan 310 Managt 0 FUCO OPGC India 420 49 206 FUCO AES Lal Pir Pakistan 351 90 316 FUCO AES PakGen Pakistan 344 90 310 FUCO AES Borsod Hungary 171 100 171 FUCO AES Tisza II Hungary 860 100 860 FUCO AES Tiszapalkonya Hungary 250 100 250 FUCO AES Elsta Netherlands 405 50 203 FUCO Medway U.K. 688 25 172 FUCO AES Indian Queens U.K. 140 100 140 EWG AES Kilroot U.K. 520 92 479 FUCO AES Belfast West U.K. 120 97 116 FUCO AES Barry U.K. 230 100 230 FUCO AES Drax U.K. 4,065 100 4,065 FUCO AES Fifoots Point U.K. 360 100 360 FUCO AES Uruguaiana Brazil 600 100 600 FUCO AES Tiete (10 plants) Brazil 2,650 53 1,405 FUCO EDC (4 plants) Venezuela 2,265 87 1,971 FUCO AES Merida III Mexico 484 55 266 FUCO AES Mtkvari Georgia 600 Managt 600 FUCO AES Khrami I Georgia 113 Managt 113 FUCO AES Khrami II Georgia 110 100 110 FUCO AES Ottana Italy 140 100 140 FUCO AES Mamonal Columbia 90 62 56 FUCO AES Chivor (Gener) Columbia 1,000 96 960 FUCO AES Electrica de Santiago (Gener) Chile 379 89 337 FUCO AES Energia Verde (Gener - 2 plants) Chile 37 99 37 FUCO AES Guacolda (Gener) Chile 300 49 147 FUCO AES Norgener (Gener - 2 plants) Chile 277 99 274 FUCO Itabo (Gener - 7 plants) Dom. Rep. 587 24 141 FUCO AES Bohemia Czech Rep. 50 83 42 FUCO AES SONEL Cameroon 800 51 408 FUCO 20 Central Dique Argentina 68 51 35 FUCO AES Termoandes Argentina 633 99 627 FUCO AES Parana Argentina 845 67 566 FUCO AES Kelvin Rep. South 600 95 570 FUCO Africa Egbin Barge Nigeria 290 95 276 FUCO AES Gener Cordillera Chile 245 99 243 FUCO AES Gener Costa Chile 410 99 406 FUCO AES Haripur Bangladesh 360 100 360 FUCO FOREIGN SUBTOTAL: 42,697 32,007 TOTAL - March 31, 2002 50,399 39,611 ------ ------ Foreign Generation as a Percentage of Total: 85% 81% --- ---
CILCORP Generating Plants at March 31, 2002:
AES AES CAPACITY INTEREST EQUITY REGULATORY UNIT COUNTRY (MW) (%) (MW) STATUS ------- ---- --- ---- ------ Edwards (3 units) USA 740 100 740 IL PUC Duck Creek USA 366 100 366 IL PUC Indian Trails USA 10 100 10 IL PUC Sterling Avenue USA 30 100 30 IL PUC Hallock Power Modules USA 13 100 13 IL PUC Kickapoo Power Modules USA 13 100 13 IL PUC TOTAL - March 31, 2002 1,172 1,172
IPALCO Generating Plants at March 31, 2002:
AES AES CAPACITY INTEREST EQUITY REGULATORY UNIT COUNTRY (MW) (%) (MW) STATUS ------- ---- --- ---- ------ Petersburg USA 1,873 100 1,873 IN PUC H.T. Pritchard USA 393 100 393 IN PUC E.W. Stout USA 1,017 100 1,017 IN PUC Georgetown USA 80 100 80 IN PUC TOTAL - March 31, 2002 3,363 3,363
Revenues from electric generation capacity - 12 months ended March 31, 2002 (millions of dollars): IPALCO* 572 12% CILCORP 155 3% AES (excluding CILCORP and IPALCO) 4,020 85% ---------- ----------- Total 4,747 100%
* IPALCO has revised the factors used to allocate its revenues between its electric generation activities and its electric transmission and distribution and gas distribution activities. The current allocation, based on IPALCO's rate base, is 70% generation and 30% transmission and distribution. This does not change the overall amount of IPALCO revenues. For the Commission's convenience in comparing revenues for the current reporting period with revenues for the prior reporting period, IPALCO has applied the current allocation factor to its revenues for the 12 months ended December 31, 2001 with the following results: $580 million electric generation revenues and $248 million electric transmission and distribution and gas distribution revenues. IPALCO's electric revenues are allocated between electric generation and electric transmission and distribution activities according to utility rate base. CILCORP's electric 21 revenues are allocated between electric generation and electric transmission and distribution activities according to utility rate base. AES generation revenues are derived from the total generation revenues earned by AES subsidiaries times the percentage ownership interest of AES in those subsidiaries. There has been no change in the amount of generation capacity owned by CILCORP or IPALCO and an 887 MW increase in the amount of generation capacity owned by AES (excluding CILCORP and IPALCO) from 38,724 to 39,611 MW since December 31, 2001. There has been a 3% increase in the total revenues earned from the capacity owned by AES, IPALCO and CILCORP in the twelve-month period ended March 31, 2002 compared with the twelve-month period ended December 31, 2001. The percentage of the total revenues derived from the generation capacity owned by CILCORP has remained the same at 3%. The percentage of total revenues derived from the generation capacity owned by IPALCO has remained the same at 12%. The physical location of the MW capacity added by AES since December 31, 2001 is in: Bangladesh, Kazakhstan, Republic of South Africa, Argentina, Brazil, Chile and the United States. ITEM (4) PER EXEMPTION ORDER - ELECTRIC TRANSMISSION AND DISTRIBUTION AND GAS DISTRIBUTION: Electric transmission and distribution and gas distribution assets owned as of March 31, 2002 (millions of dollars): IPALCO 1,017 CILCORP 740 Total AES (excluding CILCORP and IPALCO) 6,024 ------------- Total 7,781
Electric transmission and distribution and gas distribution revenues for 12 months ending March 31, 2002 (millions of dollars): IPALCO* 245 CILCORP 425 Total AES (excluding CILCORP and IPALCO) 5,118 ------------- Total 5,788
* IPALCO has revised the factors used to allocate its revenues between its electric generation activities and its electric transmission and distribution and gas distribution activities. The current allocation, based on IPALCO's rate base, is 70% generation and 30% transmission and distribution. This does not change the overall amount of IPALCO revenues. For the Commission's convenience in comparing revenues for the current reporting period with revenues for the prior reporting period, IPALCO has applied the current allocation factor to its revenues for the 12 months ended December 31, 2001 with the following results: $580 million electric generation revenues and $248 million electric transmission and distribution and gas distribution revenues. IPALCO's electric revenues are allocated between electric generation and electric transmission and distribution activities according to utility rate base. CILCORP's electric revenues are allocated between electric generation and electric transmission and distribution activities according to utility rate base. AES transmission and distribution revenues are derived from the total revenues earned by AES transmission and distribution subsidiaries by multiplying these revenues by the percentage ownership interest of AES in those subsidiaries. The total transmission and distribution assets owned by AES, CILCORP and IPALCO have increased since December 31, 2001. CILCORP's transmission and distribution assets have decreased while the revenues derived from such assets have decreased since December 31, 2001. IPALCO's transmission and distribution assets have increased while the revenues derived from such assets have decreased since December 31, 2001. 22 AES' transmission and distribution assets have increased and the revenues derived from such assets have decreased since December 31, 2001. CILCORP's percentage of the total transmission and distribution assets has remained the same at 10%, and CILCORP's percentage of the total revenues from such assets has decreased from 9% to 7% for the twelve-month period ending March 31, 2002 compared to the twelve-month period ending December 31, 2001. IPALCO's percentage of the total transmission and distribution assets has remained the same at 13%, and IPALCO's percentage of the total revenues from such assets has decreased from 5% to 4% for the twelve-month period ending March 31, 2002 compared to the twelve-month period ending December 31, 2001. ITEM (5) PER EXEMPTION ORDER: Neither CILCO nor IPL has sold or transferred any electric and/or gas utility assets to any affiliate company of the AES consolidated holding company system during the first quarter of 2002. On February 13, 2002, CILCO filed with the Illinois Commerce Commission a "Notice of Transfer of Generating Assets" stating its intent to transfer substantially all of its generating assets to its wholly owned subsidiary, Central Illinois Generation, Inc. An Administrative Law Judge of the Illinois Commerce Commission issued a Proposed Order on March 29, 2002 approving the transfer, and the Commission voted to approve the transfer at a meeting on April 10, 2002. ITEM (6) PER EXEMPTION ORDER: During the first quarter of 2002, no application has been made to nor has any order been received from the Illinois Commerce Commission that involves AES' ownership position or AES' oversight over the operations of CILCO or CILCORP. During the first quarter 2002, no application has been made to nor has any order been received from the Indiana Utility Regulatory Commission that involves AES' ownership position or AES' oversight over the operations of IPL or IPALCO. ITEM (7) PER EXEMPTION ORDER: During the first quarter of 2002, bids were submitted for the divestiture of CILCORP, including the jurisdictional business and assets of CILCO. Although not in the first quarter of 2002, AES announced on April 29, 2002 an agreement with Ameren Corporation to sell 100% of AES's ownership interest in CILCORP, including the jurisdictional business and assets of CILCO. The transaction is subject to various regulatory approvals and is expected to close in 2003. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, AES has duly caused this certificate to be signed on its behalf on this 30th day of May, 2002 by the undersigned thereunto duly authorized. The AES Corporation By: /s/ ERIK LUCKAU -------------------------- Erik Luckau Associate General Counsel 23 -----END PRIVACY-ENHANCED MESSAGE-----