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Previous: IDS PROGRESSIVE FUND INC, 485BPOS, 1995-02-28 |
Next: IDS INVESTMENT SERIES INC, 485BPOS, 1995-02-28 |
FORM U-3A-2
Adopted November 9, 1939 File No._____
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
Statement by Holding Company Claiming Exemption
Under Rule U-2 from the Provisions
of the Public Utility Holding Company Act of 1935
To be filed annually prior to March 1
ILLINOIS POWER COMPANY
(Name of Company)
hereby files with the Securities and Exchange Commission,
pursuant to Rule U-2, its statement claiming exemption as a
holding company from the provisions of the Public Utility
Holding Company Act of 1935. In support of such claim for
exemption the following information is submitted:
1. Name, State of organization, location and nature of
business of claimant and every subsidiary thereof, other
than any exempt wholesale generator (EWG) or foreign utility
company in which claimant directly or indirectly holds an
interest.
Name of State of Location Nature of
Company Organization Business
- ------------------------------------------------------------
Illinois Power Illinois Decatur, Electric and Gas
Company Illinois Utility (1)
Electric Illinois Joppa, Illinois Electric
Energy, Inc. Generation (2)
IP Gas Supply Illinois Decatur, Gas Exploration
Company Illinois (3)
Illinois Power Illinois Decatur, Lessor of
Fuel Company Illinois Nuclear Fuel (4)
(1)On February 9, 1994, shareholders of Illinois Power
Company ("IP") approved a corporate restructuring plan
which provided for the establishment of Illinova
Corporation ("Illinova") as a holding company for IP and
other subsidiaries. On May 27, 1994, after receipt of
the final necessary regulatory approval, Illinova became
the parent of IP. Shares of IP's common stock were
converted through a triangular merger on a share-for-
share basis into common stock of Illinova. Illinova was
granted an exemption from all provisions of the Public
Utility Holding Company Act of 1935, except Section
9(a)(2) thereof, on May 18, 1994, in Illinova Corp., 56
S.E.C. Docket 1944, Release No. 35-26054. IP, the
primary business and subsidiary of Illinova, is engaged
in the generation, transmission, distribution and sale
of electric energy and the distribution, transportation
and sale of natural gas in the State of Illinois.
(2)IP owns 20% of the capital stock of Electric Energy,
Inc.("EEI"). The remainder of EEI's capital stock is
owned by three other public utility companies. IP
disclaims existence of control over EEI.
(3)IP's total investment in IP Gas Supply Co., a wholly
owned subsidiary, is approximately $460,000, which is
accounted for under the equity accounting method. The
investment was made for the purpose of acquiring
interests in gas and oil leases. IP, through such
investment, is attempting to increase the supplies of
gas available to it through its pipeline supplier,
Natural Gas Pipeline Company of America, by
participating, together with a subsidiary of Natural Gas
Pipeline Company of America and other gas distribution
utility customers of such pipeline supplier, in the
acquisition of such leases.
(4)IP owns 50% of the capital stock of Illinois Power
Fuel Company. The remainder of its capital stock is
owned by one other entity which is not a public utility
company. Illinois Power Fuel Company was formed for the
purpose of leasing nuclear fuel and facilities incidental
thereto to IP and is deemed not to be an electric utility
company pursuant to Rule 7(d)(6) under the Public Utility
Holding Company Act of 1935.
2. A brief description of the properties of claimant and
each of its subsidiary public utility companies used for the
generation, transmission and distribution of lectric energy
for sale, or for the production, transmission, and
distribution of natural or manufactured gas, indicating the
location of principal generating plants, transmission lines,
producing fields, gas manufacturing plants, and electric and
gas distribution facilities, including all such properties
which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines
which deliver or receive electric energy or gas at the
borders of such State.
IP is predominantly an electric and gas utility company
whose operations do not extend beyond the State of Illinois
in which it is organized.
IP supplies electric service at retail in 310 incorporated
municipalities, adjacent suburban areas, numerous
unincorporated communities, and rural areas in the State of
Illinois. Electric service at wholesale is supplied for
resale to one electric utility and the Illinois Municipal
Electric Agency as agent for 10 municipalities. IP provided
interchange power to 13 utilities and one power marketer for
resale. IP provides power to Soyland Power Cooperative,
Inc. ("Soyland") under a Power Coordination Agreement;
revenues received from Soyland are reported as electric
interchange.
IP supplies natural gas service at retail in 257
incorporated municipalities, adjacent suburban areas and
numerous unincorporated communities in the State of
Illinois. It does not sell gas for resale. During 1994, IP
purchased all of its gas from independent gas suppliers. IP
also transports gas for industrial and commercial customers
who have contracted to purchase gas through a broker or a
producer.
IP owns and operates electric generating stations at Havana,
Wood River, Hennepin, Baldwin, and near Danville, Illinois
(designated as Vermilion Plant) having net summer output
capabilities, respectively, of 666,000 kilowatts, 607,000
kilowatts, 289,000 kilowatts, 1,751,000 kilowatts and
174,000 kilowatts. IP also has an 86.79% ownership interest
in the Clinton Power Station ("Clinton") and Soyland owns
the remaining 13.21%. IP's portion of net summer output
capabilities of Clinton is 807,000 kilowatts. IP also owns
other generating facilities with an aggregate capability of
147,000 kilowatts, including gas turbine units at three
locations which provide peaking service. Havana Units 1 - 5
and Wood River Units 1 - 3 are currently not staffed, but
are available to meet reserve requirements with a maximum of
four months notice. IP owns an interconnected transmission
system of approximately 2,800 circuit miles, operating at
from 69,000 to 345,000 volts and a distribution system which
includes about 37,200 circuit miles of overhead and
underground lines.
IP has eight underground gas storage fields in Illinois
having a total deliverability on a peak day of about 347,000
Mcf.
IP owns liquefied petroleum gas plants at Champaign and
Freeburg with each plant having daily deliverability of
20,000 Mcf. of 1,000 Btu gas for peak shaving purposes. IP
also owns an inactive gas plant at Danville. Liquefied
petroleum gas plants at Galesburg and Jacksonville were
retired in 1994 with salvage and demolition to occur in
1995. Gas properties include approximately 7,800 miles of
mains.
IP owns 20% of the capital stock of Electric Energy, Inc.,
an Illinois corporation, which was organized to own and
operate a steam electric generating station and related
transmission facilities near Joppa, Illinois to supply
electric energy to the Department of Energy for its project
near Paducah, Kentucky.
All of the electric and gas properties of IP are located
within the State of Illinois. A 345,000 volt transmission
line running from a point at the Indiana state border to a
site near Sidney, Illinois delivers and receives electric
energy at the eastern edge of the State of Illinois. This
line is an interconnection with Indiana Michigan Power
Company. A second 345,000 volt line running from a point at
the Kentucky state border to a site near Mt. Vernon,
Illinois (a portion of such line is owned by Central
Illinois Public Service Company) delivers and receives
electric energy at the southern end of the State of
Illinois. This line is an interconnection with Tennessee
Valley Authority.
3. The following information for the last calendar year with
respect to claimant and each of its subsidiary public
utility companies:
(a) Number of Kwh. of electric energy sold (at
retail or wholesale) and Mcf. of natural or
manufactured gas distributed at retail.
Company Total Electric Retail Gas Sales
Sales (Kwh.) (Mcf.)
- ---------------------------------------------------------
Illinois Power 22,111,631,491 58,834,874
Company
Electric Energy, 15,636,124,339 None
Inc.
(b) Number of Kwh. of electric energy and Mcf.
of natural or manufactured gas distributed at
retail outside the State in which each such
company is organized.
In 1994, EEI billed the Department of Energy for
12,879,400,339 Kwh. of electric energy delivered to the
Department of Energy project near Paducah, Kentucky. Gas is
distributed by IP only within the State of Illinois.
(c) Number of Kwh. of electric energy and Mcf.
of natural or manufactured gas sold at wholesale
outside the State in which each such company is
organized, or at the State line.
Company Electric Sales Gas Sales (Mcf.)
(Kwh.)
- -----------------------------------------------------------
Illinois Power 1,234,007,000 (*) None
Company
(*)Sold 40,140,000 kilowatt-hours to Indiana-Michigan Power
Company at the Illinois-Indiana state line,
1,067,570,000 kilowatt-hours to the Tennessee Valley
Authority at the Illinois-Kentucky state line and
126,297,000 kilowatt-hours to Kentucky Utilities at the
Illinois-Kentucky state line.
(d) Number of Kwh. of electric energy and Mcf.
of natural or manufactured gas purchased outside
the State in which each such company is organized
or at the State line.
Company Electric Purchases Gas Purchases
(Kwh.) (Mcf.)
- ---------------------------------------------------------
Illinois Power 332,251,000 (**) None
Company
(**)Purchased 69,228,000 kilowatt-hours from Indiana-
Michigan Power Company at the Illinois-Indiana state
line, 239,167,000 kilowatt-hours from the Tennessee
Valley Authority at the Illinois-Kentucky state line and
23,856,000 kilowatt-hours from Kentucky Utilities at the
Illinois-Kentucky state line.
4. The following information for the reporting period with
respect to claimant and each interest it holds directly or
indirectly in an EWG or a foreign utility company, stating
monetary amounts in United States dollars:
(a)Name, location, business address and
description of the facilities used by the EWG or
foreign utility company for the generation,
transmission and distribution of electric energy
for sale or for the distribution at retail of
natural or manufactured gas.
None
(b)Name of each system company that holds an
interest in such EWG or foreign utility company;
and description of the interest held.
None
(c)Type and amount of capital invested, directly
or indirectly, by the holding company claiming
exemption; any direct or indirect guarantee of the
security of the EWG or foreign utility company by
the holding company claiming exemption; and any
debt or other financial obligation for which there
is recourse, directly or indirectly, to the
holding company claiming exemption or another
system company, other than the EWG or foreign
utility company.
None
(d)Capitalization and earnings of the EWG or
foreign utility company during the reporting
period.
None
(e)Identify any service, sales or construction
contract(s) between the EWG or foreign utility
company and a system company, and describe the
services to be rendered or goods sold and fees or
revenues under such agreement(s).
None
<PAGE>
The above-named claimant has caused this statement to be
duly executed on its behalf by its authorized officer on the
28th day of February, 1995.
ILLINOIS POWER COMPANY
By
/s/Alec G. Dreyer
--------------------------
Alec G. Dreyer
Treasurer & Controller
Corporate Seal
Attest:
/s/Leah Manning Stetzner
- ----------------------------
Leah Manning Stetzner
Vice President,
General Counsel and
Corporate Secretary
Name, title and address of officer to whom notices and
correspondence concerning this statement should be
addressed:
Alec G. Dreyer
Treasurer & Controller
Illinois Power Company
500 South 27th Street
Decatur, Illinois 62525-1805
<PAGE>
EXHIBIT A
A consolidating statement of income and retained earnings of
the claimant and its subsidiary companies for the last
calendar year, together with a balance sheet of claimant and
its subsidiary companies as of the close of such calendar
year.
Consolidating statements have not been furnished with
respect to IP and IP Gas Supply Company, Illinois Power Fuel
Company and Electric Energy, Inc., inasmuch as IP accounts
for these investments under the equity accounting method.
Illinois Power Capital, L.P., is a limited partnership in
which IP serves as a general partner. In accordance with
Statement of Financial Accounting Standards No. 94,
"Consolidation of All Majority-Owned Subsidiaries," IP
consolidates the accounts of Illinois Power Capital.
Attached are the balance sheets as of December 31, 1994, and
income statements and statements of retained earnings for
the twelve months ended December 31, 1994, for IP, IP Gas
Supply Company, Illinois Power Fuel Company and Electric
Energy, Inc.
<TABLE>
Illinois Power Company
Consolidated Balance Sheet
As of December 31, 1994
(Millions of Dollars)
<CAPTION>
Exhibit A
to
Form U-3A-2
<S> <C>
Assets
Utility Plant, at original cost
Electric (includes construction work in
progress of $202.8 million) $ 6,023.1
Gas (includes construction work in
progress of $16.8 million) 606.1
------------
6,629.2
Less - Accumulated depreciation 2,102.7
------------
4,526.5
Nuclear fuel in process 6.2
Nuclear fuel under capital lease 111.5
------------
4,644.2
------------
Investments and Other Assets 15.4
------------
Current Assets
Cash and cash equivalents 47.9
Accounts receivable (less allowance for doubtful
accounts of $3 million)
Service 110.4
Other 52.6
Accrued unbilled revenue 78.9
Materials and supplies, at average cost
Fossil fuel 18.7
Gas in underground storage 23.1
Operating materials 92.1
Prepaid and refundable income taxes 11.5
Prepayments and other 23.4
------------
458.6
------------
Deferred Charges
Deferred Clinton costs 110.8
Recoverable income taxes 147.3
Other 219.5
------------
477.6
------------
$ 5,595.8
============
</TABLE>
<PAGE>
<TABLE>
Illinois Power Company
Consolidated Balance Sheet
As of December 31, 1994
(Millions of Dollars)
<CAPTION>
Exhibit A
to
Form U-3A-2
<S> <C>
Capital and Liabilities
Capitalization
Common stock equity
No par value 100,000,000 shares authorized;
75,643,937 shares outstanding, stated at $ 1,424.6
Retained earnings 51.1
Less - Capital stock expense 9.7
------------
Total common stock equity 1,466.0
Preferred stock 321.7
Mandatorily redeemable preferred stock 36.0
Long-term debt 1,946.1
------------
Total capitalization 3,769.8
------------
Current Liabilities
Accounts payable 108.7
Notes payable 238.8
Long-term debt and lease obligations
maturing within one year 33.5
Dividends declared 23.4
Taxes accrued 32.3
Interest accrued 38.4
Other 55.8
------------
530.9
------------
Deferred Credits
Accumulated deferred income taxes 981.4
Accumulated deferred investment tax credits 230.9
Other 82.8
------------
1,295.1
------------
$ 5,595.8
============
</TABLE>
<PAGE>
<TABLE>
Illinois Power Company
Consolidated Income Statement
For the Year Ended December 31, 1994
(Millions of Dollars)
<CAPTION>
Exhibit A
to
Form U-3A-2
<S> <C>
Operating Revenues
Electric $ 1,177.5
Electric interchange 110.0
Gas 302.0
------------
Total 1,589.5
------------
Operating Expenses and Taxes
Fuel for electric plants 266.6
Power purchased 52.6
Gas purchased for resale 172.4
Other operating expenses 260.0
Maintenance 89.6
Depreciation and amortization 175.8
General taxes 130.3
Deferred Clinton costs 3.5
Income taxes 118.3
------------
Total 1,269.1
------------
Operating income 320.4
------------
Other Income and Deductions
Allowance for equity funds used during construction 3.8
Miscellaneous - net (5.5)
------------
Total (1.7)
------------
Income before interest charges 318.7
------------
Interest Charges
Interest on long-term debt 135.1
Other interest charges 8.8
Allowance for borrowed funds used during construction (5.5)
------------
Total 138.4
------------
Net Income 180.3
Less - Preferred dividend requirements 24.9
Plus - Excess of carrying amount over consideration paid
for redemption of preferred stock 6.4
------------
Net income applicable to common stock $ 161.8
============
</TABLE>
<PAGE>
<TABLE>
Illinois Power Company
Consolidated Statement of Retained Earnings
For the Year Ended December 31, 1994
(Millions of Dollars)
<CAPTION>
Exhibit A
to
Form U-3A-2
<S> <C>
Balance (deficit) at beginning of year $ (71.0)
Net income before dividends 180.3
------------
109.3
------------
Less:
Dividends -
Preferred stock 11.1
Common stock 53.5
Plus:
Excess of carrying value over consideration paid for
redemption of preferred stock 6.4
------------
(58.2)
------------
Balance at end of year $ 51.1
============
</TABLE>
<PAGE>
<TABLE>
IP Gas Supply Company
Balance Sheet
As of December 31, 1994
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Exhibit A
to
Form U-3A-2
<S> <C>
ASSETS
Cash $ 95
Accounts receivable - Illinois Power Company 5,427
Preliminary survey and investigation charges 357
Incorporation fees 7
-------------
Total assets $ 5,886
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Taxes accrued $ (1)
Common stock, par value $100 4,100
Retained earnings 1,787
-------------
Total liabilities and stockholders' equity $ 5,886
=============
</TABLE>
-------------------------------------------------
<TABLE>
IP Gas Supply Company
Income Statement
For the Year Ended December 31, 1994
(Thousands of Dollars)
(Unaudited)
<S> <C>
Operating revenues $ 108
Operating expenses and taxes 55
-------------
Operating income 53
Other income (deductions) -
-------------
Net income $ 53
=============
</TABLE>
----------------------------------------------
<TABLE>
IP Gas Supply Company
Statement of Retained Earnings
For the Year Ended December 31, 1994
(Thousands of Dollars)
(Unaudited)
<S> <C>
Balance at beginning of year $ 1,734
Net income 53
-------------
Balance at end of year $ 1,787
=============
</TABLE>
<PAGE>
<TABLE>
Illinois Power Fuel Company
Balance Sheet
As of December 31, 1994
(Thousands of Dollars)
<CAPTION>
Exhibit A
to
Form U-3A-2
<S> <C>
ASSETS
------
Current Assets
Cash and cash equivalents $ 291
Accounts receivable from Illinois Power Company 15,873
Prepaid interest 197
Prepayments 3
Net investment in nuclear fuel 33,281
--------------
49,645
Noncurrent Assets
Net investment in nuclear fuel 85,166
--------------
$ 134,811
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accounts payable to Illinois Power Company $ 6,936
Accrued interest 1,181
Notes payable 36,594
Long-term debt maturing within one year 30,000
--------------
74,711
--------------
Noncurrent Liabilities
Long-term debt 60,000
--------------
Stockholders' Equity
Common stock, par value $1
(100,000 shares authorized,
issued and outstanding) 100
Retained earnings -
--------------
100
--------------
$ 134,811
==============
</TABLE>
<PAGE>
<TABLE>
Illinois Power Fuel Company
Income Statement
For the Year Ended December 31, 1994
(Thousands of Dollars)
<CAPTION>
Exhibit A
to
Form U-3A-2
<S> <C>
Revenues
Nuclear fuel lease income $ 51,954
Non-utility operations 21
--------------
51,975
--------------
Expenses and Taxes
Amortization of nuclear fuel 44,770
Interest expenses, net 7,190
Income taxes 3
--------------
51,963
--------------
Net Income $ 12
==============
----------------------------------
</TABLE>
<TABLE>
Illinois Power Fuel Company
Statement of Retained Earnings
For the Year Ended December 31, 1994
(Thousands of Dollars)
<S> <C>
Balance at beginning of year $ -
Net income 12
--------------
12
Less-
Dividends paid 12
--------------
Balance at end of year $ -
==============
</TABLE>
<PAGE>
<TABLE>
Electric Energy, Inc.
Balance Sheet
As of December 31, 1994
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Exhibit A
to
Form U-3A-2
<S> <C>
ASSETS
Utility Plant
Utility plant in service $ 321,408
Construction work in progress 7,795
--------------
329,203
Less - Accumulated depreciation 218,578
--------------
110,625
--------------
Current Assets
Cash 92
Working funds 38
Accounts receivable from the Department of Energy 20,900
Accounts receivable from sponsoring companies 9,176
Accounts receivable from subsidiaries- short term 8,007
Other accounts receivable 2,309
Fuel inventory 5,173
Plant material and supplies inventory 5,656
Prepayments 533
--------------
51,884
--------------
Other Assets
Unamortized debt expense 723
Postretirement benefit receivable 3,151
Prepaid pension cost 3,350
Deferred charges and other assets 2,225
Deferred taxes 5,572
Long-term receivable - subsidiary 13,556
--------------
28,577
--------------
$ 191,086
==============
</TABLE>
<PAGE>
<TABLE>
Electric Energy, Inc.
Balance Sheet
As of December 31, 1994
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Exhibit A
to
Form U-3A-2
CAPITAL AND LIABILITIES
-----------------------
<S> <C>
Capitalization
Common stock equity -
Common stock $ 6,200
Retained earnings 2,634
Long-term debt 130,000
--------------
138,834
--------------
Current and Accrued Liabilities
Notes payable 16,100
Accounts payable 12,130
Accounts payable to sponsoring companies 10,209
Interest accrued 457
Dividends payable 3,280
Accrued taxes other than income 103
Accrued income taxes 2,380
--------------
44,659
--------------
Other Liabilities
Provision for injuries and damages 678
Postretirement benefit liability 3,151
Pension liability 3,350
Deferred taxes 414
--------------
7,593
--------------
$ 191,086
==============
</TABLE>
<PAGE>
<TABLE>
Electric Energy, Inc.
Income Statement
For the Year Ended December 31, 1994
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Exhibit A
to
Form U-3A-2
<S> <C>
Operating Revenues
Sales to Department of Energy
Permanent power $ 95,362
Additional power 136,405
Excess power 1,108
Firm additional power 5,815
--------------
Total sales to Department of Energy 238,690
Sales to other electric utilities 62,922
Other electric revenues 61
--------------
Total Operating Revenues 301,673
--------------
Operating Expenses
Purchased power 133,883
Fuel 78,895
Operation 19,940
Maintenance 19,076
Depreciation 13,559
Taxes other than income taxes 1,929
Income taxes 11,087
--------------
Total Operating Expenses 278,369
--------------
Income from Operations 23,304
--------------
Other (Income) and Expense
Interest income (301)
Interest expense 9,429
Other, net 285
--------------
Total Other (Income) and Expense 9,413
--------------
Net Income $ 13,891
==============
----------------------------------
</TABLE>
<PAGE>
<TABLE>
Electric Energy, Inc.
Statement of Retained Earnings
For the Year Ended December 31, 1994
(Thousands of Dollars)
(Unaudited)
<S> <C>
Balance at beginning of year $ 2,634
Net income 13,891
--------------
16,525
Less-
Dividends on common stock 13,891
--------------
Balance at end of year $ 2,634
==============
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> OPUR3
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> $5,596
<TOTAL-OPERATING-REVENUES> $1,590
<NET-INCOME> $162
</TABLE>
An organization chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding-company system
is not applicable as reflected in our responses in Item 4.
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