SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(dd) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission file number 1-3004
Illinois Power Company
Incentive Savings Plan
for Employees Covered Under a
Collective Bargaining Agreement
(Full title of the plan)
Illinova Corporation
500 South 27th Street
Decatur, Illinois 62525
(Name of issuer of the securities held
pursuant to the plan and the address
of its principal executive office.)
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
FOR EMPLOYEES COVERED UNDER A
COLLECTIVE BARGAINING AGREEMENT
FINANCIAL STATEMENTS
AND ADDITIONAL INFORMATION
DECEMBER 31, 1997
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
FOR EMPLOYEES COVERED UNDER A
COLLECTIVE BARGAINING AGREEMENT
Index to Financial Statements and Additional Information
Financial Statements: Page
Report of Independent Accountants 1
Statements of Net Assets Available for Benefits
with Fund Information as of
December 31, 1997 and 1996 2-14
Statements of Changes in Net Assets Available
for Benefits with Fund Information for the
years ended December 31, 1997 and 1996 15-28
Notes to Financial Statements 29-37
Additional Information:
Schedule I - Schedule of Assets Held for Investment Purposes
Schedule II - Schedule of Reportable Transactions
Note:Other schedules required by section 2520.103-10 of the Department of
Labor Rules and Regulations for Reporting and Disclosure under ERISA
have been omitted because they are not applicable.
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1997
Fidelity
Illinova Equity
Stock Income
Fund Fund
ASSETS:
Cash and Temporary Cash Investments $225,140 $0
Investments at Fair Value 23,978,597 22,793,804
----------- -----------
Total Investments 24,203,737 22,793,804
Dividends and Interest Receivable 1,009 0
Employee Contributions Receivable 22,489 88,452
Employer Contributions Receivable 623,739 0
Loan Repayments Receivable 1,116 16,526
Loans Outstanding 0 0
----------- -----------
Other Assets 648,353 104,978
----------- -----------
Total Assets 24,852,090 22,898,782
----------- -----------
LIABILITIES:
Accrued Expenses 2,469 0
----------- -----------
Total Liabilities 2,469 0
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $24,849,621 $22,898,782
=========== ===========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1997
Fidelity
Retirement
Growth Loan
Fund Fund
ASSETS:
Cash and Temporary Cash Investments $0 $0
Investments at Fair Value 20,643,042 0
----------- ----------
Total Investments 20,643,042 0
Dividends and Interest Receivable 0 0
Employee Contributions Receivable 84,167 0
Employer Contributions Receivable 0 0
Loan Repayments Receivable 18,408 (60,929)
Loans Outstanding 0 3,178,759
----------- ----------
Other Assets 102,575 3,117,830
----------- ----------
Total Assets 20,745,617 3,117,830
----------- ----------
LIABILITIES:
Accrued Expenses 0 0
----------- ----------
Total Liabilities 0 0
----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $20,745,617 $3,117,830
=========== ==========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1997
Fidelity Fidelity
Asset Asset
Manager Manager
Income Growth
Fund Fund
ASSETS:
Cash and Temporary Cash Investments $0 $0
Investments at Fair Value 453,190 3,392,633
-------- ----------
Total Investments 453,190 3,392,633
Dividends and Interest Receivable 0 0
Employee Contributions Receivable 2,500 17,470
Employer Contributions Receivable 0 0
Loan Repayments Receivable 357 3,142
Loans Outstanding 0 0
-------- ----------
Other Assets 2,857 20,612
-------- ----------
Total Assets 456,047 3,413,245
-------- ----------
LIABILITIES:
Accrued Expenses 0 0
-------- ----------
Total Liabilities 0 0
-------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $456,047 $3,413,245
======== ==========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1997
Fidelity Fidelity
Asset International
Manager Growth and
Fund Income Fund
ASSETS:
Cash and Temporary Cash Investments $0 $0
Investments at Fair Value 3,930,020 1,467,400
---------- ----------
Total Investments 3,930,020 1,467,400
Dividends and Interest Receivable 0 0
Employee Contributions Receivable 18,312 9,490
Employer Contributions Receivable 0 0
Loan Repayments Receivable 5,375 2,046
Loans Outstanding 0 0
---------- ----------
Other Assets 23,687 11,536
---------- ----------
Total Assets 3,953,707 1,478,936
---------- ----------
LIABILITIES:
Accrued Expenses 0 0
---------- ----------
Total Liabilities 0 0
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $3,953,707 $1,478,936
========== ==========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1997
Fidelity
Managed US Equity
Income Index
Portfolio Commingled
Fund Pool
Cash and Temporary Cash Investments $0 $0
Investments at Fair Value 10,751,250 1,442,606
----------- ----------
Total Investments 10,751,250 1,442,606
Dividends and Interest Receivable 0 0
Employee Contributions Receivable 37,258 13,897
Employer Contributions Receivable 0 0
Loan Repayments Receivable 9,457 2,204
Loans Outstanding 0 0
----------- ----------
Other Assets 46,715 16,101
----------- ----------
Total Assets 10,797,965 1,458,707
----------- ----------
LIABILITIES:
Accrued Expenses 0 0
----------- ----------
Total Liabilities 0 0
----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $10,797,965 $1,458,707
=========== ==========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1997
Founders USAA
Growth International
Fund Fund
ASSETS:
Cash and Temporary Cash Investments $0 $0
Investments at Fair Value 525,426 172,900
-------- --------
Total Investments 525,426 172,900
Dividends and Interest Receivable 0 0
Employee Contributions Receivable 5,662 1,624
Employer Contributions Receivable 0 0
Loan Repayments Receivable 1,017 157
Loans Outstanding 0 0
-------- --------
Other Assets 6,679 1,781
-------- --------
Total Assets 532,105 174,681
-------- --------
LIABILITIES:
Accrued Expenses 0 0
-------- --------
Total Liabilities 0 0
-------- --------
NET ASSETS AVAILABLE FOR BENEFITS $532,105 $174,681
======== ========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1997
Warburg
Pincus Fidelity
Emerging Brokerage
Growth Link
ASSETS:
Cash and Temporary Cash Investments $0 $0
Investments at Fair Value 326,002 516,147
-------- --------
Total Investments 326,002 516,147
Dividends and Interest Receivable 0 0
Employee Contributions Receivable 2,478 293
Employer Contributions Receivable 0 0
Loan Repayments Receivable 289 835
Loans Outstanding 0 0
-------- --------
Other Assets 2,767 1,128
-------- --------
Total Assets 328,769 517,275
-------- --------
LIABILITIES:
Accrued Expenses 0 0
-------- --------
Total Liabilities 0 0
-------- --------
NET ASSETS AVAILABLE FOR BENEFITS $328,769 $517,275
======== ========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1997
Total All
Funds
ASSETS:
Cash and Temporary Cash Investments $225,140
Investments at Fair Value 90,393,017
-----------
Total Investments 90,618,157
Dividends and Interest Receivable 1,009
Employee Contributions Receivable 304,092
Employer Contributions Receivable 623,739
Loan Repayments Receivable 0
Loans Outstanding 3,178,759
-----------
Other Assets 4,107,599
-----------
Total Assets 94,725,756
-----------
LIABILITIES:
Accrued Expenses 2,469
-----------
Total Liabilities 2,469
-----------
NET ASSETS AVAILABLE FOR BENEFITS $94,723,287
===========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1996
Fidelity
Illinova Equity
Stock Income
Fund Fund
ASSETS:
Cash and Temporary Cash Investments $251,748 $0
Investments at Fair Value 22,811,497 16,154,296
----------- -----------
Total Investments 23,063,245 16,154,296
Dividends and Interest Receivable 1,119 0
Employee Contributions Receivable 3,456 73,280
Employer Contributions Receivable 1,264,346 0
Loan Repayments Receivable 1,114 20,216
Loans Outstanding 0 0
----------- -----------
Other Assets 1,270,035 93,496
----------- -----------
Total Assets 24,333,280 16,247,792
----------- -----------
LIABILITIES:
Accrued Expenses 66,855 0
----------- -----------
Total Liabilities 66,855 0
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $24,266,425 $16,247,792
=========== ===========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1996
Fidelity
Retirement
Growth Loan
Fund Fund
ASSETS:
Cash and Temporary Cash Investments $0 $0
Investments at Fair Value 18,349,277 0
----------- ----------
Total Investments 18,349,277 0
Dividends and Interest Receivable 0 0
Employee Contributions Receivable 82,578 0
Employer Contributions Receivable 0 0
Loan Repayments Receivable 21,323 (60,935)
Loans Outstanding 0 2,805,579
----------- ----------
Other Assets 103,901 2,744,644
----------- ----------
Total Assets 18,453,178 2,744,644
----------- ----------
LIABILITIES:
Accrued Expenses 0 0
----------- ----------
Total Liabilities 0 0
----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $18,453,178 $2,744,644
=========== ==========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1996
Fidelity Fidelity
Asset Asset
Manager Manager
Income Growth
Fund Fund
ASSETS:
Cash and Temporary Cash Investments $0 $0
Investments at Fair Value 302,753 2,397,751
-------- ----------
Total Investments 302,753 2,397,751
Dividends and Interest Receivable 0 0
Employee Contributions Receivable 2,503 14,476
Employer Contributions Receivable 0 0
Loan Repayments Receivable 403 2,383
Loans Outstanding 0 0
-------- ----------
Other Assets 2,906 16,859
-------- ----------
Total Assets 305,659 2,414,610
-------- ----------
LIABILITIES:
Accrued Expenses 0 0
-------- ----------
Total Liabilities 0 0
-------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $305,659 $2,414,610
======== ==========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1996
Fidelity Fidelity
Asset International
Manager Growth and
Fund Income Fund
ASSETS:
Cash and Temporary Cash Investments $0 $0
Investments at Fair Value 3,438,571 1,469,320
---------- ----------
Total Investments 3,438,571 1,469,320
Dividends and Interest Receivable 0 0
Employee Contributions Receivable 16,826 10,094
Employer Contributions Receivable 0 0
Loan Repayments Receivable 2,650 2,458
Loans Outstanding 0 0
---------- ----------
Other Assets 19,476 12,552
---------- ----------
Total Assets 3,458,047 1,481,872
---------- ----------
LIABILITIES:
Accrued Expenses 0 0
---------- ----------
Total Liabilities 0 0
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $3,458,047 $1,481,872
========== ==========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1996
Fidelity
Managed
Income
Portfolio Total All
Fund Funds
ASSETS:
Cash and Temporary Cash Investments $0 $251,748
Investments at Fair Value 10,955,488 75,878,953
----------- -----------
Total Investments 10,955,488 76,130,701
Dividends and Interest Receivable 0 1,119
Employee Contributions Receivable 34,734 237,947
Employer Contributions Receivable 0 1,264,346
Loan Repayments Receivable 10,388 0
Loans Outstanding 0 2,805,579
----------- -----------
Other Assets 45,122 4,308,991
----------- -----------
Total Assets 11,000,610 80,439,692
----------- -----------
LIABILITIES:
Accrued Expenses 0 66,855
----------- -----------
Total Liabilities 0 66,855
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $11,000,610 $80,372,837
=========== ===========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1997
Fidelity
Illinova Equity
Stock Income
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $87,490 $1,890,400
Employer 1,762,154 0
Fund-to-Fund Transfers (457,237) 741,903
Plan-to-Plan Transfers (362,516) (173,427)
Loan Repayments 29,926 396,081
----------- -----------
1,059,817 2,854,957
----------- -----------
Investment Income:
Dividend and Interest Income 1,092,379 1,233,058
Net Change in Fair Value of
Investments (422,572) 3,817,687
----------- -----------
669,807 5,050,745
----------- -----------
Application of Participants' Equity:
Loans to Participants 31,561 491,906
Distributions to Active and
Terminated Participants 1,077,520 756,492
Administrative and Miscellaneous
Expenses 37,347 6,314
----------- -----------
1,146,428 1,254,712
----------- -----------
Increase (Decrease) in Net Assets
Available for Benefits 583,196 6,650,990
Net Assets Available for Benefits,
Beginning of Year 24,266,425 16,247,792
----------- -----------
Net Assets Available for Benefits,
End of Year $24,849,621 $22,898,782
=========== ===========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1997
Fidelity
Retirement
Growth Loan
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $1,890,161 $0
Employer 0 0
Fund-to-Fund Transfers (1,647,064) 0
Plan-to-Plan Transfers (329,329) (51,768)
Loan Repayments 395,922 (1,033,675)
----------- ----------
309,690 (1,085,443)
----------- ----------
Investment Income:
Dividend and Interest Income 3,561,464 0
Net Change in Fair Value of
Investments (295,168) 0
----------- ----------
3,266,296 0
----------- ----------
Application of Participants' Equity:
Loans to Participants 468,136 (1,537,913)
Distributions to Active and
Terminated Participants 813,814 79,284
Administrative and Miscellaneous
Expenses 1,597 0
----------- ----------
1,283,547 (1,458,629)
----------- ----------
Increase (Decrease) in Net Assets
Available for Benefits 2,292,439 373,186
Net Assets Available for Benefits,
Beginning of Year 18,453,178 2,744,644
----------- ----------
Net Assets Available for Benefits,
End of Year $20,745,617 $3,117,830
=========== ==========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1997
Fidelity Fidelity
Asset Asset
Manager Manager
Income Growth
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $71,810 $369,988
Employer 0 0
Fund-to-Fund Transfers 70,609 119,410
Plan-to-Plan Transfers (8,078) (73,516)
Loan Repayments 8,867 65,931
-------- ----------
143,208 481,813
-------- ----------
Investment Income:
Dividend and Interest Income 27,406 353,126
Net Change in Fair Value of
Investments 14,718 318,629
-------- ----------
42,124 671,755
-------- ----------
Application of Participants' Equity:
Loans to Participants 6,753 77,490
Distributions to Active and
Terminated Participants 28,056 77,393
Administrative and Miscellaneous
Expenses 135 50
-------- ----------
34,944 154,933
-------- ----------
Increase (Decrease) in Net Assets
Available for Benefits 150,388 998,635
Net Assets Available for Benefits,
Beginning of Year 305,659 2,414,610
-------- ----------
Net Assets Available for Benefits,
End of Year $456,047 $3,413,245
======== ==========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1997
Fidelity Fidelity
Asset International
Manager Growth and
Fund Income Fund
Sources of Participants' Equity:
Contributions:
Employee $398,097 $220,362
Employer 0 0
Fund-to-Fund Transfers (332,512) (269,119)
Plan-to-Plan Transfers (51,709) 3,351
Loan Repayments 61,638 47,613
---------- ----------
75,514 2,207
---------- ----------
Investment Income:
Dividend and Interest Income 345,904 87,091
Net Change in Fair Value of
Investments 386,629 17,608
---------- ----------
732,533 104,699
---------- ----------
Application of Participants' Equity:
Loans to Participants 101,367 53,246
Distributions to Active and
Terminated Participants 210,913 56,396
Administrative and Miscellaneous
Expenses 107 200
---------- ----------
312,387 109,842
---------- ----------
Increase (Decrease) in Net Assets
Available for Benefits 495,660 (2,936)
Net Assets Available for Benefits,
Beginning of Year 3,458,047 1,481,872
---------- ----------
Net Assets Available for Benefits,
End of Year $3,953,707 $1,478,936
========== ==========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1997
Fidelity
Managed US Equity
Income Index
Portfolio Commingled
Fund Pool
Sources of Participants' Equity:
Contributions:
Employee $826,080 $158,523
Employer 0 0
Fund-to-Fund Transfers (792,296) 1,130,697
Plan-to-Plan Transfers (79,845) 26,171
Loan Repayments 219,925 38,916
----------- ----------
173,864 1,354,307
----------- ----------
Investment Income:
Dividend and Interest Income 637,128 0
Net Change in Fair Value of
Investments 0 115,245
----------- ----------
637,128 115,245
----------- ----------
Application of Participants' Equity:
Loans to Participants 296,619 6,180
Distributions to Active and
Terminated Participants 708,412 4,665
Administrative and Miscellaneous
Expenses 8,606 0
----------- ----------
1,013,637 10,845
----------- ----------
Increase (Decrease) in Net Assets
Available for Benefits (202,645) 1,458,707
Net Assets Available for Benefits,
Beginning of Year 11,000,610 0
----------- ----------
Net Assets Available for Benefits,
End of Year $10,797,965 $1,458,707
=========== ==========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1997
Founders USAA
Growth International
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $55,563 $22,288
Employer 0 0
Fund-to-Fund Transfers 453,971 152,428
Plan-to-Plan Transfers (3,189) (1,035)
Loan Repayments 8,491 2,816
-------- --------
514,836 176,497
-------- --------
Investment Income:
Dividend and Interest Income 70,420 11,742
Net Change in Fair Value of
Investments (50,169) (12,725)
-------- --------
20,251 (983)
-------- --------
Application of Participants' Equity:
Loans to Participants 2,982 833
Distributions to Active and
Terminated Participants 0 0
Administrative and Miscellaneous
Expenses 0 0
-------- --------
2,982 833
-------- --------
Increase (Decrease) in Net Assets
Available for Benefits 532,105 174,681
Net Assets Available for Benefits,
Beginning of Year 0 0
-------- --------
Net Assets Available for Benefits,
End of Year $532,105 $174,681
======== ========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1997
Warburg
Pincus Fidelity
Emerging Brokerage
Growth Link
Sources of Participants' Equity:
Contributions:
Employee $35,886 $3,821
Employer 0 0
Fund-to-Fund Transfers 268,869 560,341
Plan-to-Plan Transfers (1,375) 0
Loan Repayments 2,154 11,000
-------- --------
305,534 575,162
-------- --------
Investment Income:
Dividend and Interest Income 19,181 33
Net Change in Fair Value of
Investments 4,894 0
-------- --------
24,075 33
-------- --------
Application of Participants' Equity:
Loans to Participants 840 0
Distributions to Active and
Terminated Participants 0 0
Administrative and Miscellaneous
Expenses 0 57,920
-------- --------
840 57,920
-------- --------
Increase (Decrease) in Net Assets
Available for Benefits 328,769 517,275
Net Assets Available for Benefits,
Beginning of Year 0 0
-------- --------
Net Assets Available for Benefits,
End of Year $328,769 $517,275
======== ========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1997
Total All
Funds
Sources of Participants' Equity:
Contributions:
Employee $6,030,469
Employer 1,762,154
Fund-to-Fund Transfers 0
Plan-to-Plan Transfers (1,106,265)
Loan Repayments 255,605
-----------
6,941,963
-----------
Investment Income:
Dividend and Interest Income 7,438,932
Net Change in Fair Value of
Investments 3,894,776
-----------
11,333,708
-----------
Application of Participants' Equity:
Loans to Participants 0
Distributions to Active and
Terminated Participants 3,812,945
Administrative and Miscellaneous
Expenses 112,276
-----------
3,925,221
-----------
Increase (Decrease) in Net Assets
Available for Benefits 14,350,450
Net Assets Available for Benefits,
Beginning of Year 80,372,837
-----------
Net Assets Available for Benefits,
End of Year $94,723,287
===========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1996
Guaranteed Illinova
Investment Stock
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $0 $90,279
Employer 0 2,382,672
Fund-to-Fund Transfers (2,981,245) (848,173)
Plan-to-Plan Transfers (8,632) (240,896)
Loan Repayments 0 26,373
---------- -----------
(2,989,877) 1,410,255
---------- -----------
Investment Income:
Dividend and Interest Income 70,766 948,221
Net Change in Fair Value of
Investments 0 (2,217,798)
---------- -----------
70,766 (1,269,577)
---------- -----------
Application of Participants' Equity:
Loans to Participants 38,495 50,774
Distributions to Active and
Terminated Participants 411,319 2,894,763
Administrative and Miscellaneous
Expenses 0 28,186
---------- -----------
449,814 2,973,723
---------- -----------
Increase (Decrease) in Net Assets
Available for Benefits (3,368,925) (2,833,045)
Net Assets Available for Benefits,
Beginning of Year 3,368,925 27,099,470
---------- -----------
Net Assets Available for Benefits,
End of Year $0 $24,266,425
========== ===========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1996
Fidelity Fidelity
Equity Retirement
Income Growth
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $1,611,289 $1,998,396
Employer 0 0
Fund-to-Fund Transfers 957,251 (146,654)
Plan-to-Plan Transfers (196,008) (131,997)
Loan Repayments 304,888 437,071
----------- -----------
2,677,420 2,156,816
----------- -----------
Investment Income:
Dividend and Interest Income 998,419 2,251,091
Net Change in Fair Value of
Investments 1,641,238 (850,496)
----------- -----------
2,639,657 1,400,595
----------- -----------
Application of Participants' Equity:
Loans to Participants 435,167 625,882
Distributions to Active and
Terminated Participants 1,353,351 1,538,229
Administrative and Miscellaneous
Expenses 5,076 1,362
----------- -----------
1,793,594 2,165,473
----------- -----------
Increase (Decrease) in Net Assets
Available for Benefits 3,523,483 1,391,938
Net Assets Available for Benefits,
Beginning of Year 12,724,309 17,061,240
----------- -----------
Net Assets Available for Benefits,
End of Year $16,247,792 $18,453,178
=========== ===========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1996
Fidelity
Asset
Manager
Loan Income
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $0 $60,867
Employer 0 0
Fund-to-Fund Transfers 0 18,713
Plan-to-Plan Transfers (34,288) (1,766)
Loan Repayments (917,816) 7,933
---------- --------
(952,104) 85,747
---------- --------
Investment Income:
Dividend and Interest Income 0 20,552
Net Change in Fair Value of
Investments 0 367
---------- --------
0 20,919
---------- --------
Application of Participants' Equity:
Loans to Participants (1,631,328) 6,598
Distributions to Active and
Terminated Participants 191,924 67,933
Administrative and Miscellaneous
Expenses 56 0
---------- --------
(1,439,348) 74,531
---------- --------
Increase (Decrease) in Net Assets
Available for Benefits 487,244 32,135
Net Assets Available for Benefits,
Beginning of Year 2,257,400 273,524
---------- --------
Net Assets Available for Benefits,
End of Year $2,744,644 $305,659
========== ========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1996
Fidelity
Asset Fidelity
Manager Asset
Growth Manager
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $331,775 $407,265
Employer 0 0
Fund-to-Fund Transfers 135,815 (118,016)
Plan-to-Plan Transfers (45,836) (50,856)
Loan Repayments 47,568 54,051
---------- ----------
469,322 292,444
---------- ----------
Investment Income:
Dividend and Interest Income 196,481 266,963
Net Change in Fair Value of
Investments 140,898 117,051
---------- ----------
337,379 384,014
---------- ----------
Application of Participants' Equity:
Loans to Participants 54,214 75,020
Distributions to Active and
Terminated Participants 209,046 456,167
Administrative and Miscellaneous
Expenses 46 85
---------- ----------
263,306 531,272
---------- ----------
Increase (Decrease) in Net Assets
Available for Benefits 543,395 145,186
Net Assets Available for Benefits,
Beginning of Year 1,871,215 3,312,861
---------- ----------
Net Assets Available for Benefits,
End of Year $2,414,610 $3,458,047
========== ==========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1996
Fidelity
Fidelity Managed
International Income
Growth and Portfolio
Income Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $238,051 $854,699
Employer 0 0
Fund-to-Fund Transfers 4,543 2,977,766
Plan-to-Plan Transfers (59,534) (69,683)
Loan Repayments 45,934 209,433
---------- -----------
228,994 3,972,215
---------- -----------
Investment Income:
Dividend and Interest Income 45,771 548,224
Net Change in Fair Value of
Investments 106,229 0
---------- -----------
152,000 548,224
---------- -----------
Application of Participants' Equity:
Loans to Participants 43,343 301,835
Distributions to Active and
Terminated Participants 102,845 2,055,631
Administrative and Miscellaneous
Expenses 131 8,592
---------- -----------
146,319 2,366,058
---------- ----------
Increase (Decrease) in Net Assets
Available for Benefits 234,675 2,154,381
Net Assets Available for Benefits,
Beginning of Year 1,247,197 8,846,229
---------- -----------
Net Assets Available for Benefits,
End of Year $1,481,872 $11,000,610
========== ===========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1996
Total All
Funds
Sources of Participants' Equity:
Contributions:
Employee $5,592,621
Employer 2,382,672
Fund-to-Fund Transfers 0
Plan-to-Plan Transfers (839,496)
Loan Repayments 215,435
-----------
7,351,232
-----------
Investment Income:
Dividend and Interest Income 5,346,488
Net Change in Fair Value of
Investments (1,062,511)
-----------
4,283,977
-----------
Application of Participants' Equity:
Loans to Participants 0
Distributions to Active and
Terminated Participants 9,281,208
Administrative and Miscellaneous
Expenses 43,534
-----------
9,324,742
-----------
Increase (Decrease) in Net Assets
Available for Benefits 2,310,467
Net Assets Available for Benefits,
Beginning of Year 78,062,370
-----------
Net Assets Available for Benefits,
End of Year $80,372,837
===========
See Accompanying Notes to Financial Statements
<PAGE>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
FOR EMPLOYEES COVERED UNDER A
COLLECTIVE BARGAINING AGREEMENT
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF PLAN:
General:
The Illinois Power Company Incentive Savings Plan for Employees Covered
Under a Collective Bargaining Agreement (the Plan) is sponsored and administered
by Illinois Power Company (the Company). The Plan became effective as of January
1, 1987. Assets of the Plan are held and managed by a Trustee. Effective July 1,
1995, Fidelity Management Trust Company of Boston, Massachusetts became trustee
and custodian. The purpose of the Plan is to enable participants to invest a
portion of their salaries in tax-deferred savings pursuant to section 401(k) of
the Internal Revenue Code (IRC). The Plan is subject to and in compliance with
the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) as
amended.
Illinois Power Company is a wholly-owned subsidiary of Illinova
Corporation (Illinova). Although Illinois Power Company remains the sponsor and
administrator of the Plan, all shares of stock contributed to participants'
accounts or held in the Stock Fund are shares of Illinova.
Participation:
All employees of the Company who are covered under a collective
bargaining agreement are eligible to participate in the Plan. Participation is
voluntary. Active participation ceases upon termination of employment with the
Company. Former employees can choose to liquidate their accounts or to leave
them in the Plan. Earnings will continue to accrue on undistributed accounts.
All accounts, whether for active or former employees, are fully vested.
Plan Changes and Amendments:
As of June 30, 1994, the administrator started phasing out the Guaranteed
Investment Contract (GIC) option. No funds were contributed or transferred to
the GIC after that date. Funds in the guaranteed investment contract were
eligible to remain there until June 30, 1996, at which time the contract matured
and the remaining funds were transferred to the Managed Income Portfolio.
<PAGE>
Effective April 1, 1997, new contributions and balances transferred from
other options could be invested in five new alternatives. The one new Fidelity
fund was the Fidelity U.S. Equity Index Commingled Pool. Three mutual funds
managed by other firms include the Founders Growth Fund, USAA International
Fund, and the Warburg Pincus Emerging Growth Fund. In addition, participants are
able to buy individual stocks and make other investment choices. Additional fees
apply for this service which is called Fidelity Brokerage Link. Fidelity
Management Trust Company will continue to handle transactions and serve
employees accounts, regardless of which funds the participant invests in.
New contributions could also be made, or balances transferred to, the
Stock Fund, the Fidelity Equity Income Fund, the Fidelity Retirement Growth
Fund, the Fidelity Asset Manager Income Fund, the Fidelity Asset Manager Growth
Fund, the Fidelity Asset Manager Fund, the Fidelity International Growth and
Income Fund, or the Fidelity Managed Income Portfolio Fund, which were not
affected by the changes.
Effective June 1997, the Plan was amended to reflect the change to daily
valuation and elections through telephonic delivery; permit participants to
request a loan from amounts that have been rolled over to the Plan; clarify that
if a participant's additions exceeds the limits of section 415 of the IRC,
correction will first be made by distributing the participant's after-tax and
401(k) contributions; and clarify that a participant must be an active employee
on the last day of the plan year to receive a Company Incentive Contribution for
that plan year.
Contributions:
Participants may make before-tax contributions by payroll deduction up to
the legal dollar limit. Participants may also make after-tax contributions in
cash or by payroll deduction. Total contributions are limited to the applicable
percentage limit set by law. A participant may also "roll-over" into the Plan
amounts previously invested in another retirement plan.
Participants have the option of investing their contributions into any or
all of the investment funds in the proportions they choose. They may change
their investment options or transfer amounts from fund to fund at any time.
Amounts are transferred between plans as participants change jobs. These
transfers are shown in the Statement of Changes in Net Assets Available for
Benefits with Fund Information as Plan-to-Plan Transfers.
<PAGE>
The Company contributes a monthly matching contribution to the Plan equal
to 50% of the first $80 of the participants' monthly before-tax contributions
and 25% of the balance of deferrals per month, up to 6% of the employee's base
earnings for the month. All Company matching contributions are paid in units of
Illinova common stock and are contained in the Stock Fund. Dividends on stock
held in the Stock Fund are also invested in the Stock Fund.
The Company has an Incentive Compensation arrangement in which all
employees can earn cash and Illinova stock if specified performance goals are
met. Units awarded under the Incentive Compensation arrangement are held in the
Stock Fund. Dividends earned on these units are also invested in the Stock Fund.
Shares previously held in the Tax Reduction Act Stock Ownership Plan
(TRASOP), which was eliminated in 1988, are also held in the Stock Fund.
ESOP:
In October 1990, the Board of Directors authorized amendments to the
Incentive Savings Plan to provide for the implementation of an Employee Stock
Ownership Plan (ESOP) arrangement. Under this arrangement, the Company, pursuant
to authorization granted by the Illinois Commerce Commission (ICC), loaned $35
million to the Trustee of the ESOP in January 1991. The loan proceeds were used
to purchase 2,031,445 shares of the Company's common stock on the open market.
These shares are held in a suspense account under the Plans and are being
distributed to the accounts of participating employees as the loan is repaid by
the Trustee with funds contributed by Illinois Power, together with dividends on
the shares acquired with the loan proceeds. The shares are allocated to the
accounts of eligible participating employees as they are earned through the
Match or Incentive Compensation features of the Plan.
As of December 31, 1997, 290,675 and 340,566 shares have been allocated
to bargaining unit employees for Company Match and Incentive Compensation,
respectively.
Distributions:
Distributions as provided for in the Plan are made to retired Plan
participants or their beneficiaries. Distributions must begin by April 1st of
the calendar year following the later of the calendar year in which the employee
reaches age 70 1/2 or the calendar year in which the employee retires. All
distributions are made in the form of cash and/or Illinova common stock.
<PAGE>
Forfeitures:
Each participant is responsible for supplying the Company with a current
address. If the address of the participant (or the participant's beneficiary in
the event of participant's death) is not known to the Company within four years
(three years in the event of participant's death) of the date on which
distribution may first be made, the adjusted balance in the participant's
account shall be deemed a forfeiture and shall be used to reduce matching
contributions and company incentive contributions. In the event that the
participant or beneficiary makes a valid claim for the forfeited amount, the
benefits shall be reinstated.
Loans:
The Plan allows participants to borrow from their before-tax and TRASOP
accounts an amount not to exceed the lesser of $50,000 reduced by the excess of
the highest outstanding balance of loans during the one-year period before the
date the loan is made over the outstanding balance of loans on the date the loan
is made or 50% of the vested account balance. Interest is charged on these loans
at a rate commensurate with interest rates charged by persons in the business of
lending money for similar type loans. For 1997 and 1996, the interest rate was
9.50% and 9.25%, respectively.
All loans made will mature and be payable in full no earlier than one
year and no later than five years from the date of the loan. An exception exists
when the loan is used by the participant to acquire his or her principal
residence. In this case, the loan will mature and be payable in full no earlier
than one year and no later than ten years from the date of the loan. Loan
repayments are made by payroll deductions authorized by the participant and by
optional cash payments. Interest paid on the loan is credited to the
participant's account. The Trustee maintains a Loan Fund to hold the balances of
participants' loans.
Plan Termination:
It is expected that the Plan will be continued, but the right to amend,
modify or terminate the Plan is reserved by the Company provided that such
action does not retroactively and adversely affect the rights of any participant
or beneficiary under the Plan.
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting:
The accompanying Plan financial statements are prepared on the accrual
basis of accounting.
Investments:
The guaranteed investment fund is valued at contract value as reported to
the Plan by the Trustee. Participant notes receivable included in the loan fund
are valued at cost, which approximates fair value. Other investments are stated
at current value based on the latest quoted market price.
Income:
Interest and dividend income is accrued as earned.
Net appreciation (depreciation) of investments is comprised of realized
and unrealized gains and losses. Realized gains or losses represent the
difference between proceeds received upon sale and the average cost of the
investment. Unrealized gain or loss is the difference between market value and
cost of investments retained in the Plan (at financial statement date). For the
purpose of allocation to participants, the Illinova common stock is valued by
the Plan at actual cost; however, current value is used at the time of
distribution to participants and results in a realized gain or loss as reflected
in the Statement of Changes in Net Assets Available for Benefits with Fund
Information.
Expenses:
Certain expenses incurred in the administration of the Plan are paid by
the Plan rather than the Company. The expenses paid by the Plan include ESOP
record keeping fees and trustee administrative fees. All other expenses incurred
in the operation of the Plan are paid by the Company.
Income Taxes:
The Internal Revenue Service has determined and informed the Company by a
letter dated January 8, 1996, that the Plan and related trust are designed in
accordance with applicable sections of the IRC. The plan has been amended since
receiving the determination letter. However, the Plan Administrator and the
Plan's tax counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
<PAGE>
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
<PAGE>
NOTE 3 - INVESTMENTS
Plan investments are received, invested and held by the Trustee. Individual
investments that represent 5% or more of the Plan's net assets available for
benefits include:
December 31, 1997
Investments at Fair
Value as Determined by
Quoted Market Price
Units Value Cost
Illinova Common Stock 890,194 $23,978,597 $18,813,033
Fidelity Equity Income
Fund 434,913 $22,793,804 $16,044,188
Fidelity Retirement
Growth Fund 1,225,106 $20,643,042 $21,559,849
Fidelity Managed Income
Portfolio Fund 10,751,250 $10,751,250 $10,751,250
December 31, 1996
Investments at Fair
Value as Determined by
Quoted Market Price
Units Value Cost
Illinova Common Stock 829,509 $22,811,497 $18,146,391
Fidelity Equity Income
Fund 377,172 $16,154,296 $12,638,120
Fidelity Retirement
Growth Fund 1,061,265 $18,349,277 $18,759,454
Fidelity Managed Income
Portfolio Fund 10,955,488 $10,955,488 $10,955,488
<PAGE>
NOTE 4 - TRANSACTIONS WITH PARTIES-IN-INTEREST
Fidelity Management Trust Company, the Trustee for the Plan, purchased
shares of Illinova Common Stock at a cost of $2,725,418 in 296 transactions and
sold shares, the proceeds of which totaled $2,160,029, in 286 transactions. The
net gain on these sales was $168,345. The transactions are allowable
party-in-interest transactions under Section 408(3) of ERISA and the regulations
thereunder.
The majority of the assets of the Plan are invested in Fidelity Investments
mutual funds. The Plan also invests in a short-term money market fund, the
Fidelity Investments Cash Portfolio. The transactions with these Fidelity funds
are allowable party-in-interest transactions under Section 408(b)(8) of ERISA
and the regulations thereunder. The number of purchase transactions with each
fund and the dollar amount of purchases for each fund as of December 31, 1997
are listed below:
Purchase Purchase
Fund Transactions Amount
Fidelity Equity Income Fund 223 $5,265,201
Fidelity Retirement Growth Fund 221 $6,196,075
Fidelity Asset Manager Income Fund 91 $ 209,091
Fidelity Asset Manager Growth Fund 147 $1,180,149
Fidelity Asset Manager Fund 165 $ 872,657
Fidelity International Growth and
Income Fund 140 $ 426,978
Fidelity Managed Income Portfolio
Fund 171 $2,703,562
Fidelity US Equity Index
Commingled Pool 117 $1,499,919
Founders Growth Fund 90 $ 635,451
USAA International Fund 68 $ 228,209
Warburg Pincus Emerging Growth 73 $ 363,917
Fidelity Brokerage Link 36 $ 624,451
Cash Portfolio 137 $2,684,825
<PAGE>
The number of sales transactions with each fund, the dollar amount of
sales, and the gain on these sales for each fund as of December 31, 1997 are
shown below:
Sales
Trans- Sales
Fund actions Amount Gain/(Loss)
Fidelity Equity Income Fund 190 2,443,380 $584,247
Fidelity Retirement Growth
Fund 211 $3,607,142 $211,462
Fidelity Asset Manager Income
Fund 38 $ 73,372 $ 3,720
Fidelity Asset Manager Growth
Fund 101 $ 503,896 $ 91,221
Fidelity Asset Manager Fund 141 $ 767,836 $106,706
Fidelity International Growth
and Income Fund 103 $ 446,507 $ 51,994
Fidelity Managed Income
Portfolio Fund 197 $2,907,799 0
Fidelity US Equity Index
Commingled Pool 22 $ 172,558 $ 12,204
Founders Growth Fund 13 $ 59,856 $ (458)
USAA International Fund 10 $ 42,584 $ 1,994
Warburg Pincus Emerging
Growth 9 $ 42,809 $ 1,274
Fidelity Brokerage Link 166 $ 108,304 0
Cash Portfolio 231 $2,711,433 0
<PAGE>
Item 27a Schedule I
Illinois Power Company
Incentive Savings Plan
for Employees Covered Under a
Collective Bargaining Agreement
Schedule of Assets Held for Investment Purposes
December 31, 1997
Identity of Issue/ Current
Description of Investment Cost Value
*Illinova Common Stock $18,813,033 $23,978,597
*Fidelity Equity Income Fund 16,044,188 22,793,804
*Fidelity Retirement Growth Fund 21,559,849 20,643,042
*Fidelity Asset Manager Income Fund 431,365 453,190
*Fidelity Asset Manager Growth Fund 2,901,840 3,392,633
*Fidelity Asset Manager Fund 3,363,735 3,930,020
*Fidelity International Growth and
Income Fund 1,370,994 1,467,400
*Fidelity Managed Income Portfolio
Fund 10,751,250 10,751,250
*Fidelity US Equity Index
Commingled Pool 1,339,565 1,442,606
*Founders Growth Fund 575,137 525,426
*USAA International Fund 187,619 172,900
*Warburg Pincus Emerging Growth 322,382 326,002
*Fidelity Brokerage Link 590,961 516,147
**Participant Loans 3,178,759 3,178,759
--------- ---------
$81,430,677 $93,571,776
=========== ===========
*A party-in-interest to the Plan
**Interest rates on loans range
from 7% to 11%
<PAGE>
<TABLE>
Item 27d Schedule II
Illinois Power Company
Incentive Savings Plan
for Employees Covered Under a
Collective Bargaining Agreement
Schedule of Reportable Transactions *
for the Year Ended December 31, 1997
Expense Current
Identity of Incurred Value of
Party Involved/ Purchase Selling Lease with Cost of Asset on
Description of Asset Price Price Rental Trans Asset Trans Dt Net Gain
<S> <C> <C> <C> <C> <C> <C> <C>
Illinova Common Stock $2,725,418 $2,160,029 N/A N/A $1,991,684 $2,160,029 $168,345
Fidelity Equity
Income Fund $5,265,201 $2,443,380 N/A N/A $1,859,133 $2,443,380 $584,247
Fidelity Retirement
Growth Fund $6,196,075 $3,607,142 N/A N/A $3,395,680 $3,607,142 $211,462
Fidelity Managed
Income Portfolio Fund $2,703,562 $2,907,799 N/A N/A $2,907,799 $2,907,799 0
* Transactions or series of transactions in excess of 5% of the current value of
the Plan's assets as of December 31, 1996 as defined in Section 2520.103-6 of
the Department of Labor Rules and Regulations for Reporting and Disclosure under
ERISA.
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Illinois Power Company has duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
Illinois Power Company
Incentive Savings Plan
for Employees Covered Under a
Collective Bargaining Agreement
by /S/ Kim B. Leftwich
Kim B. Leftwich
Vice-President
Date: June 17, 1998
<PAGE>
EXHIBIT INDEX
Exhibits Filed Herewith
Exhibit No. Description
1 Consent of Independent Accountants
<PAGE>
Exhibit 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-60278 of Illinova Corporation of our report on the
Illinois Power Company Incentive Savings Plan for Employees Covered Under a
Collective Bargaining Agreement for the year ended December 31, 1997, dated June
12, 1998, which is incorporated by reference in this Form 11-K.
by /s/ Price Waterhouse LLP
St. Louis, Missouri
June 12, 1998
<PAGE>
