35-CERT 1 a2088438z35-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 June 30, 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: August 29, 2002 THE AES CORPORATION SEC FILING PURSUANT TO SECTION 3(a)(5) EXEMPTION ORDER QUARTER ENDED JUNE 30, 2002 ITEM (1) PER EXEMPTION ORDER (STATEMENTS ATTACHED): 1) Pro Rata Statement of Income of The AES Corporation for the 12 months ended June 30, 2002 2) Pro Rata Balance Sheet of The AES Corporation at June 30, 2002 3) Statement of Income of IPALCO for the 12 months ended June 30, 2002 4) Statement of Income of IPL for the 12 months ended June 30, 2002 5) Consolidated Balance Sheet of IPALCO at June 30, 2002 6) Consolidated Balance Sheet of IPL at June 30, 2002 7) Statement of Income of CILCORP for the 12 months ended June 30, 2002 8) Statement of Income of CILCO for the 12 months ended June 30, 2002 9) Consolidated Balance Sheet of CILCORP at June 30, 2002 10) Consolidated Balance Sheet of CILCO at June 30, 2002 2 THE AES CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (INCLUDES CILCORP AND IPALCO) FOR THE TWELVE MONTHS ENDED JUNE 30, 2002 PRORATA BASIS (UNAUDITED)
------------------------------------------------------------------------------------------------------ TWELVE MONTHS ENDED ($ in millions) 6/30/2002 ------------------------------------------------------------------------------------------------------ REVENUES: Sales and services $ 8,875 OPERATING COSTS AND EXPENSES: Cost of sales and services 6,501 Selling, general and administrative expenses 120 ---------------- TOTAL OPERATING COSTS AND EXPENSES 6,621 ---------------- OPERATING INCOME 2,254 OTHER INCOME AND (EXPENSE): Interest expense, net (1,673) Other income 15 Nonrecurring severance and transaction costs (36) Loss on sale or write-down of investments (116) ----------------- INCOME BEFORE INCOME TAXES 444 Income tax provision 179 ---------------- INCOME FROM CONTINUING OPERATIONS 265 Loss from operations of discontinued components (net of income taxes) (300) ----------------- INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE (35) Cumulative effect of accounting change (net of income taxes) (346) ----------------- NET INCOME (LOSS) $ (381) =================
3 THE AES CORPORATION PRO RATA BASIS CONSOLIDATED BALANCE SHEET (INCLUDES CILCORP AND IPALCO) JUNE 30, 2002 ($ in millions, unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $1,022 Restricted cash 260 Short-term investments 256 Accounts receivable, net 1,240 Inventory 492 Receivable from affiliates 20 Deferred income taxes 24 Prepaid expenses and other current assets 804 Current assets of discontinued operations 576 ------- TOTAL CURRENT ASSETS 4,694 PROPERTY, PLANT AND EQUIPMENT Land 590 Electric generation and distribution assets 21,267 Accumulated depreciation and amortization (3,665) Construction in progress 4,808 ------- PROPERTY, PLANT AND EQUIPMENT, NET 23,000 OTHER ASSETS Deferred financing costs, net 395 Project development costs 53 Investments in and advances to affiliates 3,768 Debt service reserves and other deposits 378 Goodwill 1,704 Long-term assets of discontinued operations 2,361 Other assets 2,322 ------- TOTAL OTHER ASSETS 10,981 TOTAL $38,675 ------- -------
4 LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 967 Accrued interest 351 Accrued and other liabilities 329 Current liabilities of discontinued operations 837 Recourse debt---current portion 1,135 Non-recourse debt---current portion 2,134 ------- TOTAL CURRENT LIABILITIES 5,753 LONG-TERM LIABILITIES Non-recourse debt 13,500 Recourse debt 4,627 Deferred income taxes 1,612 Long-term liabilities of discontinued operations 1,282 Other long-term liabilities 4,676 ------- TOTAL LONG-TERM LIABILITIES 25,697 Minority interest 101 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 6,974 Retained earnings 2,381 Accumulated other comprehensive loss (3,214) ------- TOTAL STOCKHOLDERS' EQUITY 6,146 TOTAL $38,675 ------- -------
5 IPALCO IPALCO Statement of Consolidated Income (Unaudited) For the Twelve Months Ended June 30, 2002 OPERATING REVENUES: Electric 808,158,589 Steam 0 ----------- Gross Operating Revenues 808,158,589 ----------- OPERATING EXPENSES AND TAXES: Production - Fuel 173,376,361 Production - Other 83,409,195 Power Purchased 22,029,686 Purchased Steam 0 ----------- Total 278,815,242 Transmission 6,139,258 Distribution - Electric 28,720,170 Customer and Distribution - Steam (1,503) Customer Accounts 16,073,848 Customer Service and Informational 4,476,582 Administrative and General 75,635,790 ----------- Total 409,859,387 Depreciation 110,272,002 Amortization of Regulatory Deferrals 1,054,475 Income Taxes - Net 85,089,684 Taxes Other than Income Taxes 35,321,376 Disposition of Allowances - Net (5,275,778) ----------- Total Operating Expenses and Taxes 636,321,146 ----------- OPERATING INCOME 171,837,443 ----------- OTHER INCOME AND DEDUCTIONS: Allowance for Funds During Construction 3,902,078 Carrying Charges on Regulatory Assets 2,451 IPL Miscellaneous Income & Deductions - Net 1,630,778 IPL Income Taxes - Net 1,681,282 IPALCO Enterprises, Inc. - Parent Co. (19,807,970) Mid-America Capital Resources, Inc. 783,377 Mid-America Energy Resources, Inc. (117,589) ----------- Total Other Income and Deductions (11,925,593) ----------- TOTAL INCOME 159,911,850 INTEREST CHARGES: Interest on Long-Term Debt 40,128,853 Allowance for Funds During Const-Credit (1,823,504) Deferred Return on Regulatory Assets (5,962) Other Interest Charges 527,137 Amortization - Debt Discount & Expense 2,184,371 6 Preferred Stock Transactions 3,213,312 ----------- Total Interest and Other Charges-Net 44,224,207 ----------- CUM. ACCOUNTING CHANGE - Net of Taxes 0 NET INCOME 115,687,643 ----------- -----------
7 INDIANAPOLIS POWER & LIGHT COMPANY STATEMENT OF INCOME (UNAUDITED) For the Twelve Months Ended June 30, 2002 OPERATING REVENUES: Electric 808,158,589 Steam 0 ------------- Gross Operating Revenues 808,158,589 ------------- OPERATING EXPENSES AND TAXES: Production - Fuel 173,376,361 Production - Other 83,409,195 Power Purchased 22,029,686 Purchased Steam 0 ------------- Total 278,815,242 Transmission 6,139,258 Distribution - Electric 28,720,170 Customer and Distribution - Steam (1,503) Customer Accounts 16,073,848 Customer Service and Informational 4,476,582 Administrative and General 75,635,790 ------------- Total 409,859,387 Depreciation 110,272,002 Amortization of Regulatory Deferrals 1,054,475 Income Taxes - Net 85,089,684 Taxes Other than Income Taxes 35,321,376 Disposition of Allowances - Net (5,275,778) ------------- Total Operating Expenses and Taxes 636,321,146 ------------- OPERATING INCOME 171,837,443 ------------- OTHER INCOME AND DEDUCTIONS: Allowance for Other Funds During Construction 3,902,078 Carrying Charges on Regulatory Assets 2,451 Miscellaneous Income and Deductions - Net 1,630,778 Income Taxes - Net 1,681,282 ------------- Total Other Income and Deductions 7,216,589 ------------- TOTAL INCOME 179,054,032 ------------- INTEREST CHARGES: Interest on Long-Term Debt 40,128,853 Allowance for Borrowed Funds Used During Const (1,823,504) Deferred Return on Regulatory Assets-Borrowed (5,962) 8 Other Interest Charges 527,137 Amortization - Debt Discount & Expense 2,184,371 ------------- Total Interest and Other Charges-Net 41,010,895 ------------- INCOME BEFORE EXTRAORDINARY ITEMS AND CUMULATIVE ACCOUNTING CHANGE 138,043,137 Less Preferred Stock Transactions 3,213,312 ------------- INCOME APPLICABLE TO COMMON STOCK 134,829,825 ------------- -------------
9 IPALCO ENTERPRISES INC. AND SUBSIDIARIES BALANCE SHEET (UNAUDITED) For the Twelve Months Ended June 30, 2002 ASSETS: PROPERTY, PLANT AND EQUIPMENT Utility Plant, at Original Cost $3,207,934,523 Less: Accum. Prov. for Deprec. & Amort. 1,495,929,176 ----------------- Total Utility Plant - Net 1,712,005,347 ----------------- OTHER PROPERTY, INVESTMENTS AND OTHER ASSETS: Nonutility Property 2,581,675 Less Accumulated Provision for Depreciation 747,851 ----------------- Total Nonutility Property - Net 1,833,824 Other Investments 10,594,391 ----------------- Total 12,428,215 ----------------- CURRENT ASSETS: Cash 12,599,329 Working Funds 87,124 Temporary Cash Investments 7,060,337 Accounts Receivable - Associated Companies 0 Accounts Receivable: Customers 40,574,546 Miscellaneous 2,760,235 Less: Reserve for Uncollectible Accounts (962,974) Interest Receivable (13,841) Notes Receivable 0 Fuel 40,615,311 Materials and Supplies - Net 49,261,738 Other Current Assets 961,788 Def. Fed. & St. Tax on Fuel Costs-Due w/i 1 Yr. ----------------- Total Current Assets 152,943,593 ----------------- DEFERRED DEBITS: Unamortized Petersburg Unit 4 Carrying Charges 16,610,276 Unamort. Def. Return-Pete Unit 4 Carrying Chgs. 8,871,856 Unamort. Reacquisition Premium on Debt 18,783,932 Other Regulatory Assets 33,622,360 Miscellaneous 8,927,111 Unamortized Debt Expense 13,978,539 ----------------- Total Deferred Debits 100,794,074 ----------------- TOTAL ASSETS $1,978,171,229 ----------------- -----------------
10 LIABILITIES CAPITALIZATION: Common Shareholder's Equity: Premium and Net Gain on Preferred Stock $ 648,700 ----------------- Retained Earnings 5,473,112 Accumulated Other Comprehensive Income (12,739,891) ----------------- Total (6,618,079) Non-Redeemable Cumulative Preferred Stock 59,135,300 Long-Term Debt 1,372,650,000 Unamort. Premium on LT Debt - Net (685,969) Total Long-Term Debt 1,371,964,031 Total Capitalization 1,424,481,252 CURRENT LIABILITIES: Accounts Payable 64,692,732 Dividends Payable 901,323 Customer Deposits 8,684,207 Accrued Liabilities: Interest on Long-Term Debt 20,165,627 Interest on Customer Deposits, etc. 1,630,254 Taxes: Federal Taxes on Income (1,404,285) State Taxes on Income 9,442,562 Real Estate and Personal Property 20,889,178 Miscellaneous 2,657,939 Def. Fed. & St. Tax on Fuel Costs-Due w/i 1 Yr. 299,831 Deferred Fuel Expense 4,671,056 Accounts Payable - Associated Companies 102,263 Miscellaneous 372,443 ----------------- Total 133,105,130 Current Maturity of Long Term Debt 300,000 ----------------- Total Current Liabilities 133,405,130 ----------------- DEFERRED CREDITS: FAS109 Net Deferred Income Tax-Credit 33,492,394 Accumulated Deferred Income Tax-Net 210,266,430 Unamortized Investment Tax Credit 32,306,639 Accrued Postretirement Benefits 8,621,107 Accrued Pension Benefits 129,748,466 Miscellaneous 5,849,811 ----------------- Total Deferred Credits 420,284,847 TOTAL LIABILITIES $1,978,171,229 ----------------- -----------------
11 INDIANAPOLIS POWER & LIGHT COMPANY BALANCE SHEET (UNAUDITED) For the Twelve Months Ended June 30, 2002 ASSETS: PROPERTY, PLANT AND EQUIPMENT Utility Plant, at Original Cost 3,207,934,523 Less: Accum. Prov. for Deprec. & Amort. 1,495,929,176 ------------------- Total Utility Plant - Net 1,712,005,347 ------------------- OTHER PROPERTY, INVESTMENTS AND OTHER ASSETS: Nonutility Property 2,474,502 Less Accumulated Provision for Depreciation 747,851 ------------------- Total Nonutility Property - Net 1,726,651 Other Investments 3,646,446 ------------------- Total 5,373,097 ------------------- CURRENT ASSETS: Cash 12,127,585 Working Funds 87,124 Temporary Cash Investments 3,613,733 Accounts Receivable - Associated Companies 10,443 Accounts Receivable: Customers 40,558,371 Miscellaneous 2,678,313 Less: Reserve for Uncollectible Accounts (933,048) Interest Receivable (9,624) Notes Receivable 0 Fuel 40,615,311 Materials and Supplies - Net 49,266,842 Other Current Assets 961,788 Def. Fed. & St. Tax on Fuel Costs-Due w/i 1 Yr. Tax Refund Receivable 39,794 ------------------- Total Current Assets 149,016,632 ------------------- DEFERRED DEBITS: Unamortized Petersburg Unit 4 Carrying Charges 16,610,276 Unamort. Def. Return-Pete Unit 4 Carrying Chgs. 8,871,856 Unamort. Reacquisition Premium on Debt 18,783,932 Other Regulatory Assets 33,622,360 Miscellaneous 8,623,318 Unamortized Debt Expense 5,216,534 ------------------- Total Deferred Debits 91,728,276 ------------------- TOTAL ASSETS $1,958,123,352 ------------------- -------------------
12 LIABILITIES CAPITALIZATION: Common Shareholders' Equity: Common Stock 324,536,675 Premium and Net Gain on Preferred Stock 2,642,134 Retained Earnings 407,283,356 Accumulated Other Comprehensive Income (12,737,096) ------------------- Total 721,725,069 ------------------- Non-Redeemable Cumulative Preferred Stock 59,135,300 ------------------- Long-Term Debt 622,650,000 Unamort. Premium on LT Debt - Net (685,969) ------------------- Total Long-Term Debt 621,964,031 ------------------- Total Capitalization 1,402,824,400 ------------------- CURRENT LIABILITIES: Accounts Payable 64,358,003 Dividends Payable 804,850 Customer Deposits 8,684,207 Accrued Liabilities: Interest on Long-Term Debt 12,944,377 Interest on Customer Deposits, etc. 1,630,254 Taxes: Federal Taxes on Income 7,942,131 State Taxes on Income 9,882,047 Real Estate and Personal Property 20,885,191 Miscellaneous 2,659,885 Def. Fed. & St. Tax on Fuel Costs-Due w/i 1 Yr. 299,831 Deferred Fuel Expense 4,671,056 Accounts Payable - Associated Companies 0 Miscellaneous 372,443 ------------------- Total 135,134,275 ------------------- Total Current Liabilities 135,134,275 ------------------- DEFERRED CREDITS: FAS109 Net Deferred Income Tax-Credit 33,492,394 Accumulated Deferred Income Tax-Net 210,180,455 Unamortized Investment Tax Credit 32,306,639 Accrued Postretirement Benefits 8,621,107 Accrued Pension Benefits 129,714,286 Miscellaneous 5,849,796 ------------------- Total Deferred Credits 420,164,677 ------------------- TOTAL LIABILITIES $1,958,123,352 ------------------- -------------------
13 CILCORP CONSOLIDATED INCOME STATEMENT (UNAUDITED) Twelve Months Ended 6/30/2002
(In Thousands) Revenue: CILCO Electric $ 389,281 CILCO Gas 188,938 CILCO Other 107,769 Other Businesses 59,347 ------------ Total 745,335 ------------ Operating expenses: Fuel for generation and purchased power 220,389 Gas purchased for resale 156,398 Other operations and maintenance 125,150 Depreciation and amortization 79,150 Taxes, other than income taxes 38,908 ------------ Total 619,995 ------------ Fixed charges and other: Interest expense 66,972 Preferred stock dividends of subsidiary 2,159 Allowance for funds used during construction (621) Other 1,403 ------------ Total 69,913 ------------ Income from continuing operations before income taxes 55,427 Income taxes 21,862 ------------ Net income (loss) from continuing operations 33,565 Income (loss) from operations of discontinued business, net of taxes (4,392) ----------- Net income (loss) $ 29,173 ------------ ------------
14 CENTRAL ILLINOIS LIGHT COMPANY CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) Twelve Months Ended June 30, 2002
(In Thousands) Operating Revenues: Electric $ 389,281 Gas 188,938 ----------- 578,219 ----------- Operating Expenses: Cost of Fuel 157,593 Cost of Gas 109,824 Purchased Power 48,829 Other Operation & Maintenance Expenses 119,130 Depreciation and Amortization 70,009 Income Taxes 4,698 Other Taxes 38,636 ----------- Total Operating Expenses 548,719 ----------- Operating Income 29,500 Other Income and Deductions CILCO Owned Life Insurance (1,403) Other, Net 6,801 ----------- Total other income and (deductions) 5,398 ----------- Interest Expenses: Interest on Long-Term Debt 17,775 Cost of Borrowed Funds Capitalized (621) Other 4,371 ----------- Total interest expense 21,525 ----------- Net (loss) Income Before Preferred Dividends 13,373 ----------- Preferred Stock Dividends 2,159 ----------- Net Income Available for Common Stock $ 11,214 ===========
15 CILCORP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) As of June 30, 2002
ASSETS (In Thousands) Current Assets: Cash and Temporary Cash Investments $ 79,158 Receivables, Less Allowance for Uncollectible Accounts of $2,609 and $1,800 53,094 Accrued Unbilled Revenue 25,314 Fuel, at Average Cost 18,169 Materials and Supplies, at Average Cost 17,528 Gas in Underground Storage, at Average Cost 13,751 FAC Underrecoveries 1,255 PGA Underrecoveries 5,288 Prepayments and Other 11,150 --------- Total Current Assets 224,707 --------- Investments and Other Property: Investment in Leveraged Leases 134,718 Other Investments 18,220 ----------- Total Investments and Other Property 152,938 ---------- Property, Plant and Equipment: Utility Plant, at Original Cost Electric 724,593 Gas 238,520 ---------- 963,113 Less-Accumulated Provision for Depreciation 154,886 ---------- 808,227 Construction Work in Progress 77,244 Other, Net of Depreciation 22 --------- Total Property, Plant and Equipment 885,493 ---------- Other Assets: Goodwill, Net of Accumulated Amortization of $33,753 579,211 Other 36,899 --------- Total Other Assets 616,110 --------- Total Assets $1,879,248 --------- ---------
16 CILCORP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) As of June 30, 2002 LIABILITIES AND STOCKHOLDERS' EQUITY (In Thousands) Current Liabilities: Current Portion of Long-Term Debt $ 26,750 Notes Payable 36,000 Accounts Payable 64,155 Accrued Taxes 13,385 Accrued Interest 17,444 Other 9,389 ----------- Total Current Liabilities 167,123 ----------- Long-Term Debt 792,404 ----------- Deferred Credits and Other Liabilities: Deferred Income Taxes 212,955 Regulatory Liability of Regulated Subsidiary 35,835 Deferred Investment Tax Credit 13,756 Other 89,796 ----------- Total Deferred Credits and Other Liabilities 352,342 ----------- 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 ----------- Stockholders' Equity: Common Stock, no par value; Authorized 10,000 Outstanding 1,000 -- Additional Paid-in Capital 518,833 Retained Earnings 16,428 Accumulated Other Comprehensive Income (Loss) (9,002) Total Stockholders' Equity 526,259 ----------- Total Liabilities and Stockholders' Equity $1,879,248 ----------- -----------
17 CENTRAL ILLINOIS LIGHT COMPANY CONSOLIDATED BALANCE SHEETS (UNAUDITED) As of June 30, 2002
(In Thousands) ASSETS Utility Plant, At Original Cost: Electric $1,333,967 Gas 462,407 ----------- 1,796,374 Less-Accumulated Provision for Depreciation 1,012,719 ---------- 783,655 Construction Work in Progress 77,244 ----------- Total Utility Plant 860,899 ----------- Other Property and Investments: Cash Surrender Value of Company-owned Life Insurance (Net of Related Policy Loans of $69,592 and $65,314) 3,541 Other 1,115 ----------- Total Other Property and Investments 4,656 ----------- Current Assets: Cash and Temporary Cash Investments 71,108 Receivables, Less Allowance for Uncollectible Accounts of $2,609 and $1,800 51,145 Accrued Unbilled Revenue 23,400 Fuel, at Average Cost 18,169 Materials and Supplies, at Average Cost 16,475 Gas in Underground Storage, at Average Cost 13,751 Prepaid Taxes 9,504 FAC Underrecoveries 1,255 PGA Underrecoveries 5,288 Other 11,120 ----------- Total Current Assets 221,215 ----------- Deferred Debits: Unamortized Loss on Reacquired Debt 2,327 Unamortized Debt Expense 1,746 Prepaid Pension Cost 168 Other 19,699 ----------- Total Deferred Debits 23,940 ----------- Total Assets $1,110,710 ----------- -----------
18 CENTRAL ILLINOIS LIGHT COMPANY CONSOLIDATED BALANCE SHEETS (UNAUDITED) As of June 30, 2002 CAPITALIZATION AND LIABILITIES (In Thousands) 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 97,404 Accumulated Other Comprehensive Income (Loss) (781) ----------- Total Common Stockholder's Equity 334,284 Preferred Stock Without Mandatory Redemption 19,120 Preferred Stock With Mandatory Redemption 22,000 Long-term Debt 317,405 ----------- Total Capitalization 692,809 ----------- Current Liabilities:Current Maturities of Long-Term Debt 26,750 Notes Payable 36,000 Accounts Payable 57,847 Accrued Taxes 35,501 Accrued Interest 8,169 Other 9,389 ----------- Total Current Liabilities 173,656 ----------- Deferred Liabilities and Credits: Accumulated Deferred Income Taxes 103,352 Regulatory Liability 35,835 Investment Tax Credits 13,756 Other 91,302 ----------- Total Deferred Liabilities and Credits 244,245 ----------- Total Capitalization and Liabilities $1,110,710 ----------- -----------
19 ITEM (2) PER EXEMPTION ORDER (INCOME STATEMENT AMOUNTS ARE 12 MONTHS ENDED): CILCO AND IPL CONTRIBUTIONS TO AES/CILCORP/IPALCO CONSOLIDATED HOLDING COMPANY (PRO RATA CONSOLIDATION BASIS)(1) ($MM)
-------------------------------------------------------------------------------------------------------------- 12 MOS. ENDED 6/30/01 12 MOS. ENDED 06/30/02(2) -------------------------------------------------------------------------------------------------------------- GROSS REVENUES(3) 17.22% 15.53% CILCO 803 686 CILCORP (excluding CILCO) 53 59 IPL 847 808 IPALCO (excluding IPL) 11 0 AES (excluding CILCORP and IPALCO) 7,865 8,067 AES/CILCORP/IPALCO 9,579 9,620 -------------------------------------------------------------------------------------------------------------- OPERATING INCOME 8.48% 12.56% CILCO 97 42 CILCORP (excluding CILCO) 1 83 IPL 103 257 IPALCO (excluding IPL) 0 0 AES (excluding CILCORP and IPALCO) 2,157 1,997 AES/CILCORP/IPALCO 2,358 2,379 -------------------------------------------------------------------------------------------------------------- NET INCOME 16.8% 24.58% CILCO 43 11 CILCORP (excluding CILCO) (34) 18 IPL 59 135 IPALCO (excluding IPL) (1) (19) AES (excluding CILCORP and IPALCO) 540 449 AES/CILCORP/IPALCO 607 594 -------------------------------------------------------------------------------------------------------------- NET ASSETS 5.90% 7.94% CILCO 302 1,111 CILCORP (excluding CILCO) 1,140 768 IPL 1,904 1,958 IPALCO (excluding IPL) 9 20 AES (excluding CILCORP and IPALCO) 34,038 34,818 AES/CILCORP/IPALCO 37,393 38,675 --------------------------------------------------------------------------------------------------------------
----------------------- (1) This schedule presents on a proforma basis, the results of operations of AES excluding the following items: (1) Mark to market effect of FAS No. 133. (For the 12 month period ending June 30, 2002, the net mark to market gain from FAS No. 133 was $53 million.); (2) Loss on sale or write-down of investments. (In the second quarter of 2002, AES recorded an impairment charge of $40 million on an equity method of investment in a telecommunications company in Latin America, and a loss on the sale of an equity method investment in a telecommunications company in Latin America of approximately $14 million. In the first quarter of 2002, a subsidiary of AES sold an available-for-sale security resulting in gross proceeds of $92 million. The realized loss on the sale was $50 million. Approximately $48 million of the loss related to recognition of previously unrealized losses which had been recorded in other comprehensive income.); (3) Foreign currency transaction losses. (Foreign currency transaction losses due to devaluation in Brazilian Real and devaluation in the Argentina Peso offset by foreign transaction gains in Venezuelan Bolivar. The net foreign currency transaction loss is approximately $184 million.); (4) Discontinued operations. (The schedule excludes net loss of discontinued operations of $300 million consisting mainly of Termocandelaria, IB Valley, Power Direct, telecommunications businesses in Brazil and US, Fifoots, Eletronet, Cilcorp and NewEnergy.); (5) Accounting change. (In April 2002, AES adopted Derivative Implementation Group (DIG) Issue C-15 which established specific guidelines for certain contracts to be considered normal purchases and normal sales contracts. This resulted in a cumulative effect of an accounting change increase to $127 million, net of income tax effects. On January 1, 2002, AES adopted 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 $473 million, net of income tax effects.); (6) Provision for regulatory decision in Brazil. (AES has recorded the retroactive regulatory decision by the Brazilian regulator depriving AES Sul of amounts the company believes it was entitled to receive as a reduction in revenue.) If the excluded amounts are taken into account, certain CILCO and IPL contributions to AES/CILCORP/IPALCO on a consolidated basis would be different as follows: (38.32%) to Net Income. (2) For purposes of comparison with the prior period, the CILCORP and CILCO data for gross revenues and operating income were added to AES consolidated data to arrive at AES/CILCORP/IPALCO amounts. (3) Gross business revenues (utility and non-utility) of IPALCO and CILCO combined as a percentage of total gross business revenues (including IPALCO/IPL and CILCORP/CILCO, utility and non-utility) of AES. 20 IPL CONTRIBUTIONS TO AES/IPALCO CONSOLIDATED HOLDING COMPANY (PRO RATA CONSOLIDATION BASIS)(1) ($MM)
-------------------------------------------------------------------------------------------------------------- 12 MOS. ENDED 6/30/01 12 MOS. ENDED 06/30/02(2) -------------------------------------------------------------------------------------------------------------- GROSS REVENUES(3) 9.41% 8.78% IPL 847 808 IPALCO (excluding IPL) 11 0 AES (excluding CILCO jurisdictional activities) 8,146 8,389 AES/IPALCO 9,004 9,197 -------------------------------------------------------------------------------------------------------------- OPERATING INCOME 4.55% 11.05% IPL 103 257 IPALCO (excluding IPL) 0 0 AES (excluding CILCO jurisdictional activities) 2,162 2,069 AES/IPALCO 2,265 2,326 -------------------------------------------------------------------------------------------------------------- NET INCOME 10.54% 23.11% IPL 59 135 IPALCO (excluding IPL) (1) (19) AES (excluding CILCO jurisdictional activities) 502 468 AES/IPALCO 560 584 -------------------------------------------------------------------------------------------------------------- NET ASSETS 5.20% 5.17% IPL 1,904 1,958 IPALCO (excluding IPL) 9 20 AES (excluding CILCO jurisdictional activities) 34,717 35,902 AES/IPALCO 36,630 37,880 --------------------------------------------------------------------------------------------------------------
------------------- (1) This schedule presents on a proforma basis, the results of operations of AES excluding the following items: (1) Mark to market effect of FAS No. 133. (For the 12 month period ending June 30, 2002, the net mark to market gain from FAS No. 133 was $53 million.); (2) Loss on sale or write-down of investments. (In the second quarter of 2002, AES recorded an impairment charge of $40 million on an equity method of investment in a telecommunications company in Latin America, and a loss on the sale of an equity method investment in a telecommunications company in Latin America of approximately $14 million. In the first quarter of 2002, a subsidiary of AES sold an available-for-sale security resulting in gross proceeds of $92 million. The realized loss on the sale was $50 million. Approximately $48 million of the loss related to recognition of previously unrealized losses which had been recorded in other comprehensive income.); (3) Foreign currency transaction losses. (Foreign currency transaction losses due to devaluation in Brazilian Real and devaluation in the Argentina Peso offset by foreign transaction gains in Venezuelan Bolivar. The net foreign currency transaction loss is approximately $184 million.); (4) Discontinued operations. (The schedule excludes net loss of discontinued operation of $300 million consisting mainly of Termocandelaria, IB Valley, Power Direct, telecommunications businesses in Brazil and US, Fifoots, Eletronet, Cilcorp and NewEnergy.); (5) Accounting change. (In April 2002, AES adopted Derivative Implementation Group (DIG) Issue C-15 which established specific guidelines for certain contracts to be considered normal purchases and normal sales contracts. This resulted in a cumulative effect of an accounting change increase to $127 million, net of income tax effects. On January 1, 2002, AES adopted 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.); (6) Provision for regulatory decision in Brazil. (AES has recorded the retroactive regulatory decision by the Brazilian regulator depriving AES Sul of amounts the company believes it was entitled to receive as a reduction in revenue.) If the excluded amounts are taken into account, certain IPL contributions to AES/IPALCO on a consolidated basis would be different as follows: (34.53%) to Net Income. (2) For purposes of comparision with the prior period, the CILCO data for gross revenues and operating income were added to AES consolidated data to arrive at AES/IPALCO amounts. (3) 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. 21 ITEM (3) PER EXEMPTION ORDER - GENERATION INFORMATION: AES Generating Plants in Operation at June 30, 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 Hemphill USA 14 70 10 QF AES Mendota USA 25 100 25 QF AES Delano USA 50 100 50 QF AES Mountainview USA 126 100 126 EWG AES Medina Valley (sale pending) USA 47 100 47 EWG AES Ironwood USA 705 100 705 EWG AES Riverside* USA 154 100 154 EWG DOMESTIC SUBTOTAL: 7,594 7,590
* Currently in discontinued operations status.
AES AES CAPACITY INTEREST EQUITY REGULATORY UNIT COUNTRY (MW) (%) (MW) STATUS ---- ------- ---- --- ------ ------ UNIT 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 Argentina 45 100 45 FUCO 22 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 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 China 250 25 63 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 2,100 25 525 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 840 100 840 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 AES EDC Venezuela 2,265 87 1,971 FUCO AES Merida III Mexico 484 55 266 FUCO AES Mtkvari Georgia 600 100 600 FUCO AES Khrami I Georgia 113 Managt 0 FUCO AES Khrami II Georgia 110 Managt 0 FUCO AES Ottana Italy 140 100 140 FUCO AES Mammonal Columbia 90 56 50 FUCO AES Chivor Columbia 1,000 96 960 FUCO AES Gener-Electrica de Santiago Chile 379 89 337 FUCO 23 AES Gener-Energia Verde Chile 39 99 39 FUCO AES Gener-Guacolda Chile 304 49 149 FUCO AES Gener-Norgener Chile 277 99 274 FUCO Itabo (pending sale) Dom. Rep. 587 24 141 FUCO AES Bohemia Czech Rep. 50 83 42 FUCO AES SONEL Cameroon 800 51 408 FUCO Central Dique Argentina 68 51 35 FUCO AES Termoandes Argentina 640 99 634 FUCO AES Parana Argentina 845 67 566 FUCO AES Kelvin Rep. South 600 95 570 FUCO Africa Ebute Nigeria 290 95 276 FUCO AES Gener - Cordillera Chile 245 99 243 FUCO AES Gener - Costa Chile 512 99 507 FUCO AES Haripur Bangladesh 360 100 360 FUCO FOREIGN SUBTOTAL: 43,627 31,986 TOTAL - June 30, 2002 51,221 39,576 Foreign Generation as a Percentage of Total: 85% 81%
* Currently in discontinued operations status. CILCORP Generating Plants at June 30, 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 - June 30, 2002 1,172 1,172
IPALCO Generating Plants at June 30, 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 - June 30, 2002 3,363 3,363
24 Revenues from electric generation capacity - 12 months ended June 30, 2002 (millions of dollars): IPALCO 566 13% CILCORP 156 4% AES (excluding CILCORP and IPALCO) 3,640 83% ------ ---- Total 4,362 100%
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 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 a 35 MW decrease in the amount of generation capacity owned by AES (excluding CILCORP and IPALCO) from 39,611 to 39,576 MW since March 31, 2002. There has been an 8% decrease in the total revenues earned from the capacity owned by AES, IPALCO and CILCORP in the twelve-month period ended June 30, 2002 compared with the twelve-month period ended March 31, 2002. The percentage of the total revenues derived from the generation capacity owned by CILCORP has increased from 3% to 4%. The percentage of the total revenues derived from the generation capacity owned by IPALCO has increased from 12% to 13%. Although there was an overall decrease in AES' MW capacity since March 31, 2002, there were net increases in the following countries: Argentina, Chile and China. 25 ITEM (4) PER EXEMPTION ORDER - ELECTRIC TRANSMISSION AND DISTRIBUTION AND GAS DISTRIBUTION: Electric transmission and distribution and gas distribution assets owned as of June 30, 2002 (millions of dollars): IPALCO 1,027 CILCORP 795 Total AES (excluding CILCORP and IPALCO) 5,838 ------ Total 7,660
Electric transmission and distribution and gas distribution revenues for 12 months ending June 30, 2002 (millions of dollars): IPALCO 242 CILCORP 423 Total AES (excluding CILCORP and IPALCO) 4,426 ------ Total 5,091
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 decreased since March 31, 2002. CILCORP's transmission and distribution assets have increased while the revenues derived from such assets have decreased since March 31, 2002. IPALCO's transmission and distribution assets have increased while the revenues derived from such assets have decreased since March 31, 2002. AES' transmission and distribution assets have decreased and the revenues derived from such assets have decreased since March 31, 2002. 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 increased from 7% to 8% for the twelve-month period ending June 30, 2002 compared to the twelve-month period ending March 31, 2002. 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 increased from 4% to 5% for the twelve-month period ending June 30, 2002 compared to the twelve-month period ending March 31, 2002. 26 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 second 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: On June 19, 2002, Central Illinois Light Company and Ameren Corporation filed a joint application with the Illinois Commerce Commission for authority to engage in a reorganization, and to enter into various agreements in connection therewith, including agreements with affiliated interests, and for such other approvals as may be required under the Illinois Public Utilities Act to effectuate the reorganization. The filing was made in Docket No. 02-0428. During the second quarter of 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: 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 29th day of August, 2002 by the undersigned thereunto duly authorized. The AES Corporation By: /s/ Erik Luckau Erik Luckau Associate General Counsel 27