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Previous: HOUGHTON MIFFLIN CO, 424B2, 1996-02-29 |
Next: INA INVESTMENT SECURITIES INC, NSAR-B, 1996-02-29 |
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 Company State of Location Nature of
Organization Business
Illinois Power Illinois Decatur, Electric and Gas
Company Illinois Utility (1)
Electric Energy, Illinois Joppa, Illinois Electric
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)Illinova Corporation ("Illinova") is a holding company
for Illinois Power Company ("IP") and other subsidiaries.
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 $301,000, 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
electric 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 11 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 1995, 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 37,400 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 40,000
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
and demolished in 1995. Gas properties include approximately 7,900 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 Sales Retail Gas Sales
(Kwh.) (Mcf.)
- ------------------------------------------------------------
Illinois Power 22,038,472,253 58,757,601
Company
Electric Energy, Inc. 12,011,000,159 None
(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 1995, EEI billed the Department of Energy for 8,977,094,159
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 (Kwh.) Gas Sales (Mcf.)
- ---------------------------------------------------------------
Illinois Power 1,309,545,000(*) None
Company
(*)Sold 15,051,000 kilowatt-hours to Indiana-Michigan Power
Company at the Illinois-Indiana state line, 1,015,222,000
kilowatt-hours to the Tennessee Valley Authority at the
Illinois-Kentucky state line and 550,000 kilowatt-hours to
Kentucky Utilities at the Illinois-Kentucky state line,
25,997,000 kilowatt-hours to Iowa Illinois Gas & Electric Company
and 252,725,000 kilowatt-hours to various power marketers.
(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 (Mcf.)
(Kwh.)
- ------------------------------------------------------------------
Illinois Power 851,374,000 (**) None
Company
(**)Purchased 24,104,000 kilowatt-hours from Indiana-Michigan
Power Company at the Illinois-Indiana state line, 438,772,000
kilowatthours from the Tennessee Valley Authority at
the IllinoisKentucky state line and 1,800,000 kilowatt-hours
from Kentucky Utilities at the Illinois-Kentucky state
line, 275,582,000 kilowatt-hours from Iowa Illinois Gas &
Electric Company, and 111,116,000 kilowatt-hours from
various power marketers.
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
The above-named claimant has caused this statement to be
duly executed on its behalf by its authorized officer on the
27th day of February, 1996.
ILLINOIS POWER COMPANY
By
/s/Cindy G.Steward
-------------------------
Cindy G. Steward
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:
Cindy G. Steward
Controller
Illinois Power
Company 500 South
27th Street
Decatur, Illinois 62525-1805
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.
Illinois Power Financing I is a statutory business trust
formed in January, 1996, in which IP serves as sponsor. In
accordance with Statement of Financial Accounting Standards
No. 94, "Consolidation of All Majority-Owned Subsidiaries,"
IP will consolidate the accounts of Illinois Power Financing I.
Attached are the balance sheets as of December 31, 1995,
and income statements and statements of retained earnings
for the twelve months ended December 31, 1995, for IP, IP Gas Supply
Company, Illinois Power Fuel Company and Electric Energy, Inc.
Illinois Power Company
Consolidated Balance Sheet
As of December 31, 1995
(Millions of Dollars)
Exhibit 99
to
Form U-3A-2
Assets
Utility Plant, at original cost
Electric (includes construction work in
progress of $199.8 $ 6,189.0
million)
Gas (includes construction work in
progress of $10.2 625.9
million) --------
6,814.9
Less - Accumulated depreciation 2,251.7
--------
4,563.2
Nuclear fuel in process 5.7
Nuclear fuel under capital lease 95.2
--------
4,664.1
--------
Investments and Other Assets 16.4
--------
Current Assets
Cash and cash equivalents 4.3
Accounts receivable (less
allowance for doubtful
accounts of $3 million)
Service 129.4
Other 18.2
Accrued unbilled revenue 89.1
Materials and supplies, at
average cost
Fossil fuel 9.9
Gas in underground storage 18.5
Operating materials 82.7
Prepaid and refundable 19.6
income taxes
Prepayments and other 20.8
-------
392.5
-------
Deferred Charges
Deferred Clinton costs 107.3
Recoverable income taxes 128.7
Other 258.2
--------
494.2
--------
$ 5,567.2
=========
Illinois Power Company
Consolidated Balance Sheet
As of December 31,1995
(Millions of Dollars)
Exhibit 99
to
Form U-3A-2
Capital and Liabilities
Capitalization
Common stock equity
No par value 100,000,000
shares authorized;
75,643,937 shares $ 1,424.6
outstanding, stated at
Retained earnings 129.6
Less - Capital stock expense 8.8
Less - 2,696,086 shares of 67.3
common stock in treasury, at ---------
cost
Total common 1,478.1
stock equity
Preferred stock 125.6
Mandatorily redeemable 97.0
preferred stock
Long-term debt 1,739.3
--------
Total capitalization 3,440.0
--------
Current Liabilities
Accounts payable 119.9
Notes payable 359.6
Long-term debt and lease
obligations
maturing within one year 95.0
Dividends declared 23.0
Taxes accrued 44.8
Interest accrued 39.0
Other 66.2
-------
747.5
Deferred Credits -------
Accumulated deferred income 1,019.1
taxes
Accumulated deferred 222.8
investment tax credits
Other 137.8
-------
1,379.7
-------
$ 5,567.2
===========
Illinois Power Company
Consolidated Income Statement
For the Year Ended December 31, 1995
(Millions of Dollars)
Exhibit 99
to
Form U-3A-2
Operating Revenues
Electric $ 1,252.6
Electric interchange 116.3
Gas 272.5
---------
Total 1,641.4
---------
Operating Expenses and
Taxes
Fuel for electric 273.9
plants
Power purchased 59.5
Gas purchased for 138.8
resale
Other operating 259.7
expenses
Maintenance 100.0
Enhanced retirement 37.8
and severance
Depreciation and 186.5
amortization
General taxes 135.0
Income taxes 125.8
--------
Total 1,317.0
--------
Operating income 324.4
--------
Other Income and
Deductions
Miscellaneous - net 0.3
--------
Total 0.3
--------
Income before interest 324.7
charges --------
Interest Charges
Interest expense 148.0
Allowance for borrowed (6.0)
funds used during ---------
construction
Total 142.0
---------
Net Income 182.7
Less - Preferred 23.7
dividend requirements
Plus - Carrying amount
under consideration paid
for redeemed (3.5)
preferred stock ---------
Net income applicable to $ 155.5
common stock ==========
Illinois Power Company
Consolidated Statement of Retained Earnings
For the Year Ended December 31, 1995
(Millions of Dollars)
Exhibit 99
to
Form U-3A-2
Balance at beginning of $ 51.1
year
Net income before 182.7
dividends ---------
233.8
---------
Less:
Dividends -
Preferred stock 23.6
Common stock 77.1
Plus:
Carrying amount under
consideration paid for
redeemed preferred (3.5)
stock ---------
(104.2)
---------
Balance at end of year $ 129.6
=========
Illinois Power Fuel Company
Balance Sheet
As of December 31, 1995
(Thousands of Dollars)
(Unaudited)
Exhibit 99
to
Form U-3A-2
ASSETS
------
Current Assets
Cash and cash equivalents $ 4,107
Accounts receivable from
Illinois Power Company 3,287
Deferred SWU's for KWH 1,950
Prepaid interest 209
Prepayments (8)
New investment in nuclear fuel 33,301
--------
42,846
Noncurrent Assets
Net investment in nuclear fuel 61,856
--------
$104,702
========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accrued interest 752
Notes payable 73,757
Other current liabilities 93
--------
74,602
--------
Noncurrent Liabilities
Long-term debt 30,000
--------
Stockholders' Equity
Common stock, par value $1
(100,000 shares authorized,
issued and outstanding) 100
Retained earnings -
--------
100
--------
$104,702
=========
Illinois Power Fuel Company
Income Statement For the Year Ended
December 31, 1995
(Thousands of Dollars)
(Unaudited)
Exhibit 99
to
Form U-3A-2
Revenues
Nuclear fuel lease income $ 41,235
Non-utility operations 26
----------
41,261
----------
Expenses and Taxes
Amortization of nuclear fuel 34,520
Interest expenses, net 6,726
Income taxes 3
---------
41,249
---------
Net Income $ 12
=========
--------------------------------
Illinois Power Fuel Company
Statement of Retained Earnings
For the Year Ended December 31, 1995
(Thousands of Dollars)
(Unaudited)
Balance at beginning of year $ -
Net income 12
---------
12
Less -
Dividends paid 12
---------
Balance at end of year $ -
==========
Electric Energy, Inc.
Income Statement
For the Year Ended December 31, 1995
(Thousands of Dollars)
(Unaudited)
Exhibit 99
to
Form U-3A-2
Operating Revenues
Sales to Department of Energy
Permanent power $ 94,538
Additional power 55,155
Excess power 537
Firm additional power 9,886
-----------
Total sales to Department of Energy 160,116
Sales to other electric utilities 63,629
Other electric revenues 68
-----------
Total Operating Revenues 223,813
-----------
Operating Expenses
Purchased power 61,520
Fuel 78,304
Operation 19,133
Maintenance 17,941
Depreciation 15,427
Taxes other than income taxes 1,912
Income taxes 7,729
----------
Total Operating Expenses 201,966
----------
Income from Operations 21,847
----------
Other (Income) and Expense
Interest income (106)
Interest expense 10,316
Other, net 243
---------
Total Other (Income) and Expense 10,453
---------
Net Income $ 11,394
=========
-----------------------------
Electric Energy, Inc.
Statement of Retained Earnings
For the Year Ended December 31, 1995
(Thousands of Dollars)
(Unaudited)
Balance at beginning of year $ 2,634
Net income 11,394
---------
14,028
Less -
Dividends on common stock 11,394
---------
Balance at end of year $ 2,634
=========
Electric Energy, Inc.
Balance Sheet
As of December 31, 1995
(Thousands of Dollars)
(Unaudited)
Exhibit 99
to
Form U-3A-2
Assets
-------
Utility Plant
Utility plant in service $ 340,746
Construction work in progress 1,176
----------
341,922
Less - Accumulated depreciation 232,298
----------
109,624
----------
Current Assets
Cash 145
Working funds 40
Accounts receivable from the Department of Energy 11,757
Accounts receivable from sponsoring companies 4,611
Accounts receivalbe from subsidiaries - short-term 6,924
Other accounts receivable 810
Fuel inventory 8,577
Plant material and supplies inventory 5,948
Prepayments 735
----------
39,547
----------
Other Assets
Unamortized debt expense 657
Postretirement benefit receivable 2,113
Prepaid pension cost 2,823
Deferred charges and other assets 1,984
Deferred taxes 5,970
Long-term receivalbe - subsidiary 9,261
---------
22,808
---------
$ 171,979
=========
Electric Energy, Inc.
Balance Sheet
As of December 31, 1995
(Thousands of Dollars)
(Unaudited)
Exhibit 99
to
Form U-3A-2
Capital and Liabilities
-----------------------
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 10,000
Accounts payable 13,033
Accounts payable to sponsoring companies 2,059
Interest accrued 527
Dividends payable 2,572
Accrued taxes other than income 9
Accrued income taxes (905)
---------
27,295
---------
Other Liabilities
Provision for injuries and damages 575
Postretirement benefit liability 2,113
Pension liability 2,822
Deferred taxes 340
--------
5,850
--------
$171,979
========
IP Gas Supply Company
Balance Sheet
As of December 31, 1995
(Thousands of Dollars)
(Unaudited)
Exhibit 99
to
Form U-3A-2
ASSETS
-------
Cash $ 99
Accounts receivable - Illinois Power Company 5,725
Preliminary survey and investigation charges 211
Incorporation fees 7
---------
Total Assets $ 6,042
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Taxes accrued $ 15
Common stock, par value $100 4,100
Retained earnings 1,927
---------
Total liabilities and stockholders' equity $ 6,042
=========
-------------------------------------------
IP Gas Supply Company
Income Statement
For the Year Ended December 31, 1995
(Thousands of Dollars)
(Unaudited)
Operating revenues $ 5
Operating expenses and taxes 100
---------
Operating income (95)
Other income 235
---------
Net income $ 140
=========
--------------------------------------
IP Gas Supply Company
Statement of Retained Earnings
For the Year Ended December 31, 1995
(Thousands of Dollars)
(Unaudited)
Balance at beginning of year $ 1,787
Net income 140
----------
Balance at end of year $ 1,927
=========
EXHIBIT C
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.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR3
<LEGEND>
Below are the Financial Data Schedule Items required for consolidate financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 5567
<TOTAL-OPERATING-REVENUES> 1641
<NET-INCOME> 156
</TABLE>
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