-----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, NbQ9+D9aVG5EVkTCzVf3bwrQYtYM+9KPrMhKV0b5BMhTzUzUpJEhDsF6TuJS5tS+ SYEEWbbwvFqOn3usZKLRqw== 0001047469-03-020137.txt : 20030530 0001047469-03-020137.hdr.sgml : 20030530 20030530133914 ACCESSION NUMBER: 0001047469-03-020137 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030530 EFFECTIVENESS DATE: 20030530 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: 03725292 BUSINESS ADDRESS: STREET 1: 1001 N 19TH ST STREET 2: STE 2000 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7035221315 35-CERT 1 a2112276z35-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, 2003. AES hereby notifies the SEC that effective January 31, 2003 it sold all of its interests in CILCORP, Inc. ("CILCORP"), including CILCORP's public-utility subsidiary company, Central Illinois Light Company ("CILCO"). In accordance with the Exemption Order, AES no longer is including in this certificate information concerning CILCORP and CILCO. As required by the Commission's order in Release No. 35-27063, File No. 70-9465, AES has filed with the SEC periodic certificates with respect of AES' acquisition of CILCORP. Because of AES' sale of CILCORP, AES intends to file no further certificates in File No. 70-9465. 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, 2003 THE AES CORPORATION SEC FILING PURSUANT TO SECTION 3(a)(5) EXEMPTION ORDER QUARTER ENDED MARCH 31, 2003 ITEM (1) PER EXEMPTION ORDER (STATEMENTS ATTACHED): 1) Pro Rata Consolidated Statement of Operations of The AES Corporation for the 12 months ended March 31, 2003 2) Pro Rata Consolidated Balance Sheet of The AES Corporation at March 31, 2003 3) Statement of Consolidated Income of IPALCO for the 12 months ended March 31, 2003 4) Statement of Income of IPL for the 12 months ended March 31, 2003 5) Consolidated Balance Sheet of IPALCO at March 31, 2003 6) Balance Sheet of IPL at March 31, 2003 2 THE AES CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (INCLUDES IPALCO) FOR THE TWELVE MONTHS ENDED MARCH 31, 2003 PRORATA BASIS(1) (UNAUDITED)
- ----------------------------------------------------------------------- --------------------- TWELVE MONTHS ENDED ($ in millions) 3/31/2003 - ----------------------------------------------------------------------- --------------------- REVENUES: Sales and services $ 8,066 OPERATING COSTS AND EXPENSES: Cost of sales and services 6,300 Selling, general and administrative expenses 113 --------------------- TOTAL OPERATING COSTS AND EXPENSES 6,414 --------------------- OPERATING INCOME 1,653 OTHER INCOME AND (EXPENSE): Interest expense, net (1,721) Other (expense) income, net (369) (Loss) gain on sale of assets and asset impairment expense (2,155) --------------------- (LOSS) INCOME BEFORE INCOME TAXES (2,592) Income tax (benefit) expense (20) --------------------- (LOSS) INCOME FROM CONTINUING OPERATIONS (2,572) Loss from operations of discontinued components (net of income taxes) (656) --------------------- (LOSS) INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE (3,228) Cumulative effect of accounting change (net of income taxes) 125 --------------------- NET (LOSS) INCOME $ (3,103) =====================
- --------------- (1) In accordance with the analysis used in the order requiring filing of this certificate, this table is calculated on a proportional consolidation basis whereby AES' subsidiaries are included by multiplying each applicable line item from the statement of operations of each AES subsidiary times AES' percentage ownership interest in such subsidiary. 3 THE AES CORPORATION PRO RATA BASIS(1) CONSOLIDATED BALANCE SHEET (INCLUDES IPALCO) MARCH 31, 2003 ($ in millions, unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,369 Short-term investments 239 Accounts receivable, net 1,140 Inventory 387 Deferred income taxes 6 Prepaid expenses and other current assets 1,143 Current assets of discontinued operations and businesses held for sale 451 --------- TOTAL CURRENT ASSETS 4,735 PROPERTY, PLANT AND EQUIPMENT Land 725 Electric generation and distribution assets 19,558 Accumulated depreciation and amortization (4,267) Construction in progress 2,620 --------- PROPERTY, PLANT AND EQUIPMENT, NET 18,636 OTHER ASSETS Deferred financing costs, net 421 Project development costs 6 Investments in and advances to affiliates 695 Debt service reserves and other deposits 510 Goodwill, net 1,375 Deferred income taxes - noncurrent 979 Long-term assets of discontinued operations and businesses held for sale 3,748 Other assets 1,764 --------- TOTAL OTHER ASSETS 9,498 TOTAL $ 32,869 =========
- ------------------- (1) In accordance with the analysis used in the order requiring filing of this certificate, this table is calculated on a proportional consolidation basis whereby AES' subsidiaries are included by multiplying each applicable line item from the balance sheet of each AES subsidiary times AES' percentage ownership interest in such subsidiary. 4 THE AES CORPORATION PRO RATA BASIS(1) CONSOLIDATED BALANCE SHEET (INCLUDES IPALCO) MARCH 31, 2003 ($ in millions, unaudited) LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 1,153 Accrued interest 495 Accrued and other liabilities 1,175 Current liabilities of discontinued operations and businesses held for sale 2,752 Recourse debt-current portion 26 Non-recourse debt- current portion 3,989 ------------- TOTAL CURRENT LIABILITIES 9,590 LONG-TERM LIABILITIES Non-recourse debt 10,030 Recourse debt 5,463 Deferred incomes taxes 957 Pension liabilities 1,193 Long-term liabilities of discontinued operations and businesses held for sale 1,371 Other long-term liabilities 2,625 ------------- TOTAL LONG-TERM LIABILITIES 21,639 Minority interest 806 Company-obligated Convertible Mandatorily Redeemable Preferred Securities of Subsidiary Trusts Holding Solely Junior Subordinated Debentures of AES 978 STOCKHOLDERS' EQUITY Common stock 6 Additional paid-in capital 5,349 Retained earnings (606) Accumulated other comprehensive loss (4,893) ------------- TOTAL STOCKHOLDERS' EQUITY (144) TOTAL $ 32,869 =============
- ----------------- (1) In accordance with the analysis used in the order requiring filing of this certificate, this table is calculated on a proportional consolidation basis whereby AES' subsidiaries are included by multiplying each applicable line item from the balance sheet of each AES subsidiary times AES' percentage ownership interest in such subsidiary. 5 IPALCO ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS) (UNAUDITED) FOR TWELVE MONTHS ENDED MARCH 31, 2003 ELECTRIC UTILITY OPERATING REVENUES $ 840,540 UTILITY OPERATING EXPENSES: Operation: Fuel 174,106 Other operating expenses 110,924 Power purchased 22,245 Maintenance 68,142 Depreciation and amortization 119,805 Taxes other than income taxes 30,346 Income taxes - net 111,888 -------------------- Total operating expenses 637,456 -------------------- UTILITY OPERATING INCOME 203,084 -------------------- OTHER INCOME AND (DEDUCTIONS): Allowance for equity funds used during construction 3,079 Gain (loss) on sales of assets, net (6,893) Other - net 4,662 Income tax benefit - net 24,357 -------------------- Total other income (deductions) - net 25,205 -------------------- INCOME BEFORE INTEREST AND OTHER CHARGES 228,289 -------------------- INTEREST AND OTHER CHARGES: Interest on long-term debt 98,001 Other interest 464 Allowance for borrowed funds used during construction (1,422) Amortization of redemption premiums and expense on debt-net 2,500 Preferred dividends of subsidiary 3,213 -------------------- Total interest and other charges - net 102,756 -------------------- NET INCOME $ 125,533 ===================
6 INDIANAPOLIS POWER & LIGHT COMPANY STATEMENT OF INCOME (IN THOUSANDS) (UNAUDITED) For the Twelve Months Ended March 31, 2003 OPERATING REVENUES $ 840,540 ------------------ OPERATING EXPENSES: Operation: Fuel 174,106 Other 110,924 Power purchased 22,245 Maintenance 68,142 Depreciation and amortization 119,805 Taxes other than income taxes 30,346 Income taxes - net 111,888 ------------------ Total operating expenses 637,456 ------------------ OPERATING INCOME 203,084 ------------------ OTHER INCOME AND (DEDUCTIONS): Allowance for equity funds used during construction 3,079 Miscellaneous income and (deductions) - net (864) Gain on sale of asset 3,333 Income (taxes) applicable to other income and deductions (629) ------------------ Total other income and (deductions) - net 4,919 INCOME BEFORE INTEREST AND OTHER CHARGES 208,003 ------------------ INTEREST AND OTHER CHARGES: Interest on long-term debt 40,335 Other interest 471 Allowance for borrowed funds used during construction (1,422) Amortization of redemption premium and expense on debt - net 1,830 ------------------ Total interest and other charges - net 41,214 ------------------ NET INCOME 166,789 ------------------ PREFERRED DIVIDEND REQUIREMENTS 3,213 ------------------ INCOME APPLICABLE TO COMMON STOCK $ 163,576 ==================
7 IPALCO ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) (UNAUDITED)
MARCH 31, 2003 --------------------- ASSETS UTILITY PLANT: Utility plant in service $ 3,155,360 Less accumulated depreciation 1,566,356 ---------------------- Utility plant in service - net 1,589,004 Construction work in progress 90,887 Property held for future use 7,708 ---------------------- Utility plant - net 1,687,599 ---------------------- OTHER ASSETS: Nonutility property - at cost, less accumulated depreciation 1,467 Other investments 8,489 ---------------------- Other assets - net 9,956 ---------------------- CURRENT ASSETS: Cash and cash equivalents 65,171 Accounts receivable and unbilled revenue (less allowance for doubtful accounts of $1,975 and $1,556 respectively) 39,500 Fuel - at average cost 22,984 Materials and supplies - at average cost 47,023 Net income tax refunds receivable 4,029 Prepayments and other current assets 7,172 ---------------------- Total current assets 185,879 ---------------------- DEFERRED DEBITS: Regulatory assets 136,882 Miscellaneous 29,737 ---------------------- Total deferred debits 166,619 ---------------------- TOTAL $ 2,050,053 ======================
8 IPALCO ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) (UNAUDITED) MARCH 31, 2003 -------------- CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common shareholders' deficit: Premium on 4% cumulative preferred stock $ 649 Accumulated deficit (6,506) Accumulated other comprehensive loss (52,179) -------------- Total common shareholders' deficit (58,036) Cumulative preferred stock of subsidiary 59,135 Long-term debt (less current maturities and sinking fund requirements) 1,292,043 -------------- Total capitalization 1,293,142 -------------- CURRENT LIABILITIES: Current maturities and sinking fund requirements 80,284 Accounts payable 28,815 Accrued expenses 15,664 Dividends payable 874 Accrued taxes 31,274 Accrued interest 34,437 Other current liabilities 13,502 -------------- Total current liabilities 204,850 -------------- DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES: Accumulated deferred income taxes - net 337,712 Unamortized investment tax credit 30,239 Accrued postretirement benefits 6,226 Accrued pension benefits 169,988 Miscellaneous 7,896 -------------- Total deferred credits and other long-term liabilities 552,061 -------------- TOTAL $ 2,050,053 ==============
9 INDIANAPOLIS POWER & LIGHT COMPANY BALANCE SHEETS (IN THOUSANDS) (UNAUDITED)
MARCH 31, 2003 ------------------ ASSETS UTILITY PLANT: Utility plant in service $ 3,155,360 Less accumulated depreciation 1,566,356 ------------------ Utility plant in service - net 1,589,004 Construction work in progress 90,887 Property held for future use 7,708 ------------------ Utility plant - net 1,687,599 ------------------ OTHER PROPERTY - At cost, less accumulated depreciation 4,967 ------------------ CURRENT ASSETS: Cash and cash equivalents 59,792 Accounts receivable and unbilled revenue (less allowances for doubtful accounts of $1,945 and $1,526 respectively) 39,345 Receivable due from Parent 187 Fuel - at average cost 22,984 Materials and supplies - at average cost 47,028 Net income tax refunds receivable -- Prepayments and other current assets 7,212 ------------------ Total current assets 176,548 ------------------ DEFERRED DEBITS: Regulatory assets 136,882 Miscellaneous 20,851 ------------------ Total deferred debits 157,733 ------------------ TOTAL $ 2,026,847 ==================
10 INDIANAPOLIS POWER & LIGHT COMPANY BALANCE SHEETS (IN THOUSANDS) (UNAUDITED)
MARCH 31, 2003 ------------------- CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common shareholders' equity: Common stock $ 324,537 Premium and net gain on preferred stock 2,642 Retained earnings 412,284 Accumulated other comprehensive loss (52,176) ------------------- Total common shareholders' equity 687,287 Cumulative preferred stock 59,135 Long-term debt (less current maturities and sinking fund requirements) 542,043 ------------------- Total capitalization 1,288,465 ------------------- CURRENT LIABILITIES: Current maturities and sinking fund requirements 79,984 Accounts payable 28,815 Accrued expenses 14,268 Dividends payable 797 Accrued taxes 36,434 Accrued interest 11,737 Other current liabilities 13,502 ------------------- Total current liabilities 185,537 ------------------- DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES: Accumulated deferred income taxes - net 338,496 Unamortized investment tax credit 30,239 Accrued postretirement benefits 6,226 Accrued pension benefits 169,988 Miscellaneous 7,896 ------------------- Total deferred credits and other long-term liabilities 552,845 ------------------- TOTAL $ 2,026,847 ===================
11 ITEM (2) PER EXEMPTION ORDER (INCOME STATEMENT AMOUNTS ARE 12 MONTHS ENDED): IPL CONTRIBUTIONS TO AES/IPALCO CONSOLIDATED HOLDING COMPANY (PRO RATA CONSOLIDATION BASIS(1)) ($MM)
---------------------------------------------------- ---------------------------- ---------------------------- 12 MOS. ENDED 03/31/02 12 MOS. ENDED 03/31/03 ---------------------------------------------------- ---------------------------- ---------------------------- GROSS REVENUES(2) 8.33% 10.43% IPL 816 841 IPALCO (excluding IPL) 0 0 AES 8,977 7,225 AES/IPALCO 9,793 8,066 ---------------------------------------------------- ---------------------------- ---------------------------- OPERATING INCOME 10.81% 19.06% IPL 256 315 IPALCO (excluding IPL) 0 0 AES 2,113 1,338 AES/IPALCO 2,369 1,653 ---------------------------------------------------- ---------------------------- ---------------------------- NET INCOME (LOSS) (70.97%) (5.29%) IPL 132 164 IPALCO (excluding IPL) (11) (38) AES (307) (3,229) AES/IPALCO (186) (3,103) ---------------------------------------------------- ---------------------------- ---------------------------- NET ASSETS 5.12% 6.17% IPL 1,965 2,027 IPALCO (excluding IPL) 29 23 AES 36,404 30,819 AES/IPALCO 38,398 32,869 ---------------------------------------------------- ---------------------------- ----------------------------
- ------------------ (1) In accordance with the analysis used in the order requiring filing of this certificate, the AES line items in this table are calculated on a proportional consolidation basis whereby AES' subsidiaries are included by multiplying each applicable line item from the statement of operations or balance sheet, as applicable, of each AES subsidiary times AES' percentage ownership interest in such subsidiary. The numbers presented for AES in this table exclude CILCO, which AES sold during the first quarter of 2003. (2) Gross business revenues (utility and non-utility) of IPALCO combined as a percentage of total gross business revenues (including IPALCO/IPL, utility and non-utility) of AES. 12 ITEM (3) PER EXEMPTION ORDER - GENERATION INFORMATION: AES Generating Plants in Operation at March 31, 2003 (excluding IPALCO):
UNIT COUNTRY CAPACITY AES AES REGULATORY ------- (MW) INTEREST EQUITY STATUS -------- (%) (MW) ---------- -------- ------ 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 197 100 197 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 2,123 100 2,123 EWG AES Redondo Beach USA 1,330 100 1,330 EWG AES Huntington Beach 1 and 2 USA 430 100 430 EWG AES Huntington Beach 3 USA 225 100 225 EWG AES Hemphill USA 16 100 16 QF AES Mendota USA 25 100 25 QF AES Delano USA 50 100 50 QF AES Puerto Rico USA 454 100 454 FUCO AES Granite Ridge USA 720 100 720 EWG AES Ironwood USA 705 100 705 EWG AES Red Oak USA 832 100 832 EWG DOMESTIC SUBTOTAL: 9,444 9,444
COUNTRY CAPACITY AES AES REGULATORY ------- (MW) INTEREST EQUITY STATUS -------- (%) (MW) ---------- -------- ------ UNIT AES Kingston Canada 110 50 55 EWG AES San Nicholas Argentina 650 88 572 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 AES Alicura Argentina 1,040 99 1,030 FUCO CEMIG - Miranda Brazil 390 9 35 FUCO CEMIG - Igarapava Brazil 210 1 2 FUCO
13 CEMIG (35 plants) Brazil 5,068 9 456 FUCO AES Bayano Panama 236 49 116 FUCO AES Panama Panama 40 49 20 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 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 Sogrinsk TETS Kazakhstan 349 100 349 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 97 504 FUCO AES Barry* U.K. 230 100 230 FUCO AES Drax U.K. 4,065 100 4,065 FUCO AES Uruguaiana Brazil 639 100 639 FUCO AES Tiete (10 plants) Brazil 2,650 53 1,405 FUCO AES EDC Venezuela 2,316 87 2,015 FUCO AES Merida III Mexico 497 55 273 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 62 56 FUCO AES Chivor Columbia 1,000 96 960 FUCO AES Gener-Electrica de Santiago Chile 379 89 337 FUCO 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. 50 100 50 FUCO AES SONEL Cameroon 850 56 476 FUCO Central Dique Argentina 68 34 23 FUCO AES Termoandes Argentina 644 98 631 FUCO AES Parana Argentina 845 67 566 FUCO AES Kelvin* (sale pending) Rep. South 600 95 570 FUCO Africa
14 Ebute Nigeria 290 95 276 FUCO AES Gener - Cordillera Chile 245 99 243 FUCO AES Gener - Costa Chile 512 99 507 FUCO AES Haripur* (sale pending) Bangladesh 360 100 360 FUCO AES Meghnaghat* (sale pending) Bangladesh 450 100 450 FUCO FOREIGN SUBTOTAL: 41,063 29,134 TOTAL - March 31, 2003 50,507 38,578 Foreign Generation as a Percentage of Total: 81% 76%
* Currently in discontinued operations status. IPALCO Generating Plants at March 31, 2003:
AES CAPACITY INTEREST AES EQUITY REGULATORY UNIT COUNTRY (MW) (%) (MW) STATUS Petersburg USA 1,715 100 1,715 IN PUC H.T. Pritchard (Eagle Valley) USA 367 100 367 IN PUC E.W. Stout USA 1,116 100 1,116 IN PUC Georgetown USA 80 100 80 IN PUC TOTAL - March 31, 2003 3,278 3,278
Revenues from electric generation capacity - 12 months ended March 31, 2003 (millions of dollars): IPALCO 588 14% AES (excluding IPALCO) 3,691 86% ----------- ----------- Total 4,279 100%
IPALCO'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 IPALCO and a 708 MW decrease in the amount of generation capacity owned by AES (excluding IPALCO) from 39,286 MW to 38,578 MW since December 31, 2002. There has been a 1% increase in the total revenues earned from the capacity owned by AES and IPALCO in the 12-month period ended March 31, 2003 compared with the 12-month period ended December 31, 2002. The percentage of the total revenues derived from the generation capacity owned by IPALCO has increased from 13% to 14%.(1) - ------------------ (1) This evaluation excludes the electric generation assets and revenues of CILCO (with a total capacity of 1,172 MW as of December 31, 2002 and total revenues of $156 million for the twelve months ending December 31, 2002), which AES sold during the first quarter of 2003. 15 The countries in which AES' net generating capacity increased during the first quarter of 2003 are as follows: Argentina, Bangladesh, Brazil, Cameroon, the Czech Republic, the United Kingdom, the United States (excluding CILCO) and Venezuela. 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, 2003 (millions of dollars): IPALCO 1,357 Total AES (excluding IPALCO) 4,654 ------------- Total 6,011
Electric transmission and distribution and gas distribution revenues for 12 months ending March 31, 2003 (millions of dollars): IPALCO 252 Total AES (excluding IPALCO) 3,535 ------------- Total 3,787
IPALCO'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 and IPALCO have decreased since December 31, 2002. IPALCO's transmission and distribution assets have increased while the revenues derived from such assets have increased since December 31, 2002. AES' transmission and distribution assets have decreased and the revenues derived from such assets have decreased since December 31, 2002. IPALCO's percentage of the total transmission and distribution assets has increased from 21% to 23%, and IPALCO's percentage of the total revenues from such assets has increased from 6% to 7% for the 12-month period ending March 31, 2003 compared to the 12-month period ending December 31, 2002.(1) - ------------------ (1) This evaluation excludes the transmission and distribution assets and revenues of CILCO, which AES sold during the first quarter of 2003. CILCO's electric transmission and distribution and gas distribution assets as of December 31, 2002 were valued at $793 million; revenues associated with these assets for the twelve months ending December 31, 2002 were $446 million. IPALCO's percentage of AES' total transmission and distribution assets (including CILCO) previously was reported as 19% as of December 31, 2002. 16 ITEM (5) PER EXEMPTION ORDER: IPL has not 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 2003. ITEM (6) PER EXEMPTION ORDER: During the first quarter of 2003, no application has been made to the Indiana Utility Regulatory Commission ("IURC") that involves AES' ownership position or AES' oversight over the operations of IPL or IPALCO. The IURC issued an order on February 12, 2003, as clarified by an order issued on April 16, 2003, requiring that IPL file certain reports to the IURC prior to declaring or paying a dividend on IPL common stock and providing that IPL shall not pay such dividend until either the IURC approves the dividend or 20 days elapse without the initiation by the IURC of a proceeding to further explore the implications of such dividend. ITEM (7) PER EXEMPTION ORDER: As previously reported, on January 31, 2003, AES announced completion of the sale of CILCORP, including CILCO, to Ameren Corporation after receiving all necessary regulatory approvals. 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, 2003 by the undersigned thereunto duly authorized. The AES Corporation /s/ Vincent Mathis By: Vincent Mathis Assistant General Counsel 17 -----END PRIVACY-ENHANCED MESSAGE-----