SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
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.)
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
FOR EMPLOYEES COVERED UNDER A
COLLECTIVE BARGAINING AGREEMENT
FINANCIAL STATEMENTS
AND ADDITIONAL INFORMATION
DECEMBER 31, 1994
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
Statement of Net Assets Available for
Benefits with fund information as of
December 31, 1994 and 1993 2-12
Statement of Changes in Net Assets Available
for Benefits with fund information for the
years ended December 31, 1994 and 1993 13-23
Notes to Financial Statements 24-33
Additional Information:
Schedule I - Schedule of Assets Held for Investment
Purposes
Schedule II - Schedule of Reportable Transactions
NOTE: Schedules not included with this supplementary
information have been omitted because they are not
applicable.
One Boatmen's Plaza
St. Louis, MO 63101
Price Waterhouse LLP
REPORT OF INDEPENDENT ACCOUNTANTS
June 23, 1995
To the Participants and Administrator
of the Illinois Power Company
Incentive Savings Plan for Employees
Covered Under a Collective Bargaining Agreement
In our opinion, the accompanying statements of net assets
available for benefits with fund information and the related
statements of changes in net assets available for benefits
with fund information present fairly, in all material
respects, the net assets available for benefits of the
Illinois Power Company Incentive Savings Plan for Employees
Covered Under a Collective Bargaining Agreement at December
31, 1994 and 1993 and the changes in its net assets
available for benefits for the years then ended, in
conformity with generally accepted accounting principles.
These financial statements are the responsibility of the
Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits of these statements in accordance
with generally accepted auditing standards which require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting
principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The additional information included in Schedules I and II is
presented for purposes of additional analysis and is not a
required part of the basic financial statements but is
additional information required by ERISA. The Fund
Information in the statement of net assets available for
benefits and the statement of changes in net assets
available for benefits is presented for purposes of
additional analysis rather than to present the net assets
available for benefits and changes in net assets available
for benefits of each fund. Schedules I and II and the Fund
Information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects
in relation to the basic financial statements taken as a
whole.
by /s/ Price Waterhouse LLP
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Net Assets Available for
Benefits
As of December 31, 1994
Money Guaranteed
Market Investment
Fund Fund
ASSETS:
Cash and Temporary Cash $0 $734
Investments
Investments at Fair Value 0 3,752,187
------------- ------------
Total Investments 0 3,752,921
Dividends and Interest Receivable 0 14,890
Employee Contributions Receivable 0 0
Employer Contributions Receivable 0 0
Loan Repayments Receivable 0 0
Loans Outstanding 0 0
Pending Fund-to-Fund Transfers 0 0
Pending Plan-to-Plan Transfers 0 2,692
------------- ------------
Other Assets 0 17,582
------------- ------------
Total Assets 0 3,770,503
------------- ------------
LIABILITIES:
Accrued Expenses 0 0
------------- ------------
Total Liabilities 0 0
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $0 $3,770,503
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Net Assets Available for
Benefits
As of December 31, 1994
Equity Retirement
Income Growth
Fund Fund
ASSETS:
Cash and Temporary Cash $134 $105
Investments
Investments at Fair Value 8,100,130 12,131,513
------------- ------------
Total Investments 8,100,264 12,131,618
Dividends and Interest Receivable 48 39
Employee Contributions Receivable 200 80
Employer Contributions Receivable 0 0
Loan Repayments Receivable (715) 5,617
Loans Outstanding 0 0
Pending Fund-to-Fund Transfers 0 0
Pending Plan-to-Plan Transfers 28,910 55,450
------------- ------------
Other Assets 28,443 61,186
------------- ------------
Total Assets 8,128,707 12,192,804
------------- ------------
LIABILITIES:
Accrued Expenses 0 0
------------- ------------
Total Liabilities 0 0
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $8,128,707 $12,192,804
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Net Assets Available for
Benefits
As of December 31, 1994
Illinova
Balanced Stock
Fund Fund
ASSETS:
Cash and Temporary Cash $0 $49,811
Investments
Investments at Fair Value 0 15,247,637
------------- ------------
Total Investments 0 15,297,448
Dividends and Interest Receivable 0 216
Employee Contributions Receivable 0 0
Employer Contributions Receivable 0 2,687,050
Loan Repayments Receivable 0 753
Loans Outstanding 0 0
Pending Fund-to-Fund Transfers 0 0
Pending Plan-to-Plan Transfers 0 23,688
------------- ------------
Other Assets 0 2,711,707
------------- ------------
Total Assets 0 18,009,155
------------- ------------
LIABILITIES:
Accrued Expenses 0 12,138
------------- ------------
Total Liabilities 0 12,138
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $0 $17,997,017
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Net Assets Available for
Benefits
As of December 31, 1994
Asset
Manager
Loan Income
Fund Fund
ASSETS:
Cash and Temporary Cash $5,483 $0
Investments
Investments at Fair Value 0 130,974
------------- ------------
Total Investments 5,483 130,974
Dividends and Interest Receivable 27,007 0
Employee Contributions Receivable 0 0
Employer Contributions Receivable 0 0
Loan Repayments Receivable (5,556) 71
Loans Outstanding 1,511,850 0
Pending Fund-to-Fund Transfers 0 0
Pending Plan-to-Plan Transfers 0 (65)
------------- ------------
Other Assets 1,533,301 6
------------- ------------
Total Assets 1,538,784 130,980
------------- ------------
LIABILITIES:
Accrued Expenses 0 0
------------- ------------
Total Liabilities 0 0
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $1,538,784 $130,980
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Net Assets Available for
Benefits
As of December 31, 1994
Asset Manager Asset
Growth Manager
Fund Fund
ASSETS:
Cash and Temporary Cash $4 $32
Investments
Investments at Fair Value 1,441,551 2,556,194
------------- ------------
Total Investments 1,441,555 2,556,226
Dividends and Interest Receivable 21 36
Employee Contributions Receivable 0 120
Employer Contributions Receivable 0 0
Loan Repayments Receivable 753 (2,012)
Loans Outstanding 0 0
Pending Fund-to-Fund Transfers 0 0
Pending Plan-to-Plan Transfers 5,040 945
------------- ------------
Other Assets 5,814 (911)
------------- ------------
Total Assets 1,447,369 2,555,315
------------- ------------
LIABILITIES:
Accrued Expenses 0 0
------------- ------------
Total Liabilities 0 0
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $1,447,369 $2,555,315
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Net Assets Available for
Benefits
As of December 31, 1994
Managed
Income
International Portfolio
Fund Fund
ASSETS:
Cash and Temporary Cash $12 $579
Investments
Investments at Fair Value 932,336 7,438,290
------------- ------------
Total Investments 932,348 7,438,869
Dividends and Interest Receivable 29 36,890
Employee Contributions Receivable 0 0
Employer Contributions Receivable 0 0
Loan Repayments Receivable 1,066 608
Loans Outstanding 0 0
Pending Fund-to-Fund Transfers 0 0
Pending Plan-to-Plan Transfers 5,101 4,175
------------- ------------
Other Assets 6,196 41,673
------------- ------------
Total Assets 938,544 7,480,542
------------- ------------
LIABILITIES:
Accrued Expenses 0 0
------------- ------------
Total Liabilities 0 0
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $938,544 $7,480,542
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for
Benefits
As of December 31, 1994
Total
All Funds
ASSETS:
Cash and Temporary Cash Investments $56,894
Investments at Fair Value 51,730,812
------------
Total Investments 51,787,706
Dividends and Interest Receivable 79,176
Employee Contributions Receivable 400
Employer Contributions Receivable 2,687,050
Loan Repayments Receivable 585
Loans Outstanding 1,511,850
Pending Fund-to-Fund Transfers 0
Pending Plan-to-Plan Transfers 125,936
------------
Other Assets 4,404,997
------------
Total Assets 56,192,703
------------
LIABILITIES:
Accrued Expenses 12,138
------------
Total Liabilities 12,138
------------
NET ASSETS AVAILABLE FOR BENEFITS $56,180,565
============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for
Benefits
As of December 31, 1993
Money Guaranteed
Market Investment
Fund Fund
ASSETS:
Cash and Temporary Cash Investments $0 $25,668
Investments at Fair Value 1,493,405 11,148,244
------------ ------------
Total Investments 1,493,405 11,173,912
Dividends and Interest Receivable 3,975 54,184
Employee Contributions Receivable 314 2,987
Employer Contributions Receivable 0 0
Loans Outstanding 0 0
Pending Fund-to-Fund Transfers (2,853) (12,406)
------------ ------------
Other Assets 1,436 44,765
------------ ------------
Total Assets 1,494,841 11,218,677
------------ ------------
LIABILITIES:
Investment Purchases Payable 0 0
Other Accrued Expenses 0 911
------------ ------------
Total Liabilities 0 911
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $1,494,841 $11,217,766
============ ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for
Benefits
As of December 31, 1993
Equity Retirement
Income Growth
Fund Fund
ASSETS:
Cash and Temporary Cash Investments $0 $0
Investments at Fair Value 6,724,453 10,064,078
------------ ------------
Total Investments 6,724,453 10,064,078
Dividends and Interest Receivable 10 16
Employee Contributions Receivable (2,075) (2,832)
Employer Contributions Receivable 0 0
Loans Outstanding 0 0
Pending Fund-to-Fund Transfers (7,102) (944)
------------ ------------
Other Assets (9,167) (3,760)
------------ ------------
Total Assets 6,715,286 10,060,318
------------ ------------
LIABILITIES:
Investment Purchases Payable 0 0
Other Accrued Expenses 0 0
------------ ------------
Total Liabilities 0 0
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $6,715,286 $10,060,318
============ ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for
Benefits
As of December 31, 1993
Balanced IP Stock
Fund Fund
ASSETS:
Cash and Temporary Cash Investments $0 $31,819
Investments at Fair Value 1,714,527 14,175,045
------------ ------------
Total Investments 1,714,527 14,206,864
Dividends and Interest Receivable 3 121
Employee Contributions Receivable 853 59
Employer Contributions Receivable 0 1,070,711
Loans Outstanding 0 0
Pending Fund-to-Fund Transfers (3,602) (1,623)
------------ ------------
Other Assets (2,746) 1,069,268
------------ ------------
Total Assets 1,711,781 15,276,132
------------ ------------
LIABILITIES:
Investment Purchases Payable 0 785
Other Accrued Expenses 0 10,486
------------ ------------
Total Liabilities 0 11,271
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $1,711,781 $15,264,861
============ ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING AGREEMENT
Statement of Net Assets Available for
Benefits
As of December 31, 1993
Loan Total
Fund All Funds
ASSETS:
Cash and Temporary Cash Investments $3,813 $61,300
Investments at Fair Value 0 45,319,752
----------- -----------
Total Investments 3,813 45,381,052
Dividends and Interest Receivable 4 58,313
Employee Contributions Receivable 0 (694)
Employer Contributions Receivable 0 1,070,711
Loans Outstanding 1,246,402 1,246,402
Pending Fund-to-Fund Transfers 28,530 0
----------- -----------
Other Assets 1,274,936 2,374,732
----------- -----------
Total Assets 1,278,749 47,755,784
----------- -----------
LIABILITIES:
Investment Purchases Payable 0 785
Other Accrued Expenses 0 11,397
----------- -----------
Total Liabilities 0 12,182
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $1,278,749 $47,743,602
=========== ===========
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1994
Money Guaranteed
Market Investment
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $69,994 $612,006
Employer 0 0
Fund-to-Fund Transfers (1,534,516) (7,850,113)
Plan-to-Plan Transfers (804) (1,480)
Loan Repayments 7,562 51,571
------------- ------------
(1,457,764) (7,188,016)
------------- ------------
Investment Activities:
Dividend Income 0 0
Interest Income 20,417 396,332
Loan Interest 0 0
Net Change in Fair Value
of Investments 0 0
------------- ------------
20,417 396,332
------------- ------------
Application of Participants' Equity:
Loans to Participants 16,750 168,310
Distributions to Active and
Terminated Participants 40,744 482,846
Administrative and Miscellaneous
Expenses 0 4,423
------------- ------------
57,494 655,579
------------- ------------
Increase (Decrease) in Net Assets
Available for Benefits (1,494,841) (7,447,263)
Net Assets Available for Benefits,
Beginning of Year 1,494,841 11,217,766
------------- ------------
Net Assets Available for Benefits,
End of Year $0 $3,770,503
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1994
Equity Retirement
Income Growth
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $1,417,940 $2,016,069
Employer 0 0
Fund-to-Fund Transfers 184,666 187,231
Plan-to-Plan Transfers 65,419 224,058
Loan Repayments 107,969 198,947
------------- ------------
1,775,994 2,626,305
------------- ------------
Investment Activities:
Dividend Income 729,503 1,254,332
Interest Income 533 898
Loan Interest 0 0
Net Change in Fair Value
of Investments (726,036) (1,262,788)
------------- ------------
4,000 (7,558)
------------- ------------
Application of Participants' Equity:
Loans to Participants 161,777 233,133
Distributions to Active and
Terminated Participants 204,796 253,128
Administrative and Miscellaneous
Expenses 0 0
------------- ------------
366,573 486,261
------------- ------------
Increase (Decrease) in Net Assets
Available for Benefits 1,413,421 2,132,486
Net Assets Available for Benefits,
Beginning of Year 6,715,286 10,060,318
------------- ------------
Net Assets Available for Benefits,
End of Year $8,128,707 $12,192,804
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1994
Illinova
Balanced Stock
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $134,904 $73,505
Employer 0 2,831,639
Fund-to-Fund Transfers (1,760,823) (208,268)
Plan-to-Plan Transfers 424 44,458
Loan Repayments 5,781 12,389
------------- ------------
(1,619,714) 2,753,723
------------- ------------
Investment Activities:
Dividend Income 13,472 538,950
Interest Income 134 3,666
Loan Interest 0 0
Net Change in Fair Value
of Investments (79,595) 172,391
------------- ------------
(65,989) 715,007
------------- ------------
Application of Participants' Equity:
Loans to Participants 14,965 24,653
Distributions to Active and
Terminated Participants 11,113 679,872
Administrative and Miscellaneous
Expenses 0 32,049
------------- ------------
26,078 736,574
------------- ------------
Increase (Decrease) in Net Assets
Available for Benefits (1,711,781) 2,732,156
Net Assets Available for Benefits,
Beginning of Year 1,711,781 15,264,861
------------- ------------
Net Assets Available for Benefits,
End of Year $0 $17,997,017
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1994
Asset
Manager
Loan Income
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $0 $57,102
Employer 0 0
Fund-to-Fund Transfers (28,530) 73,055
Plan-to-Plan Transfers 22,543 (3,100)
Loan Repayments (561,665) 5,402
------------- ------------
(567,652) 132,459
------------- ------------
Investment Activities:
Dividend Income 0 3,977
Interest Income 42 1
Loan Interest 107,719 0
Net Change in Fair Value
of Investments 0 (3,791)
------------- ------------
107,761 187
------------- ------------
Application of Participants' Equity:
Loans to Participants (719,926) 456
Distributions to Active and
Terminated Participants 0 1,210
Administrative and Miscellaneous
Expenses 0 0
------------- ------------
(719,926) 1,666
------------- ------------
Increase (Decrease) in Net Assets
Available for Benefits 260,035 130,980
Net Assets Available for Benefits,
Beginning of Year 1,278,749 0
------------- ------------
Net Assets Available for Benefits,
End of Year $1,538,784 $130,980
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1994
Asset Manager Asset
Growth Manager
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $273,583 $438,759
Employer 0 0
Fund-to-Fund Transfers 1,242,008 2,232,755
Plan-to-Plan Transfers (7,272) 7,173
Loan Repayments 15,308 22,015
------------- ------------
1,523,627 2,700,702
------------- ------------
Investment Activities:
Dividend Income 38,594 76,948
Interest Income 42 104
Loan Interest 0 0
Net Change in Fair Value
of Investments (82,842) (131,910)
------------- ------------
(44,206) (54,858)
------------- ------------
Application of Participants' Equity:
Loans to Participants 16,484 37,221
Distributions to Active and
Terminated Participants 15,568 53,308
Administrative and Miscellaneous
Expenses 0 0
------------- ------------
32,052 90,529
------------- ------------
Increase (Decrease) in Net Assets
Available for Benefits 1,447,369 2,555,315
Net Assets Available for Benefits,
Beginning of Year 0 0
------------- ------------
Net Assets Available for Benefits,
End of Year $1,447,369 $2,555,315
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1994
Managed
Income
International Portfolio
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $221,190 $724,198
Employer 0 0
Fund-to-Fund Transfers 730,437 6,732,098
Plan-to-Plan Transfers 3,233 33,971
Loan Repayments 22,796 79,761
------------- ------------
977,656 7,570,028
------------- ------------
Investment Activities:
Dividend Income 28,611 206,605
Interest Income 33 259
Loan Interest 0 0
Net Change in Fair Value
of Investments (49,569) 0
------------- ------------
(20,925) 206,864
------------- ------------
Application of Participants' Equity:
Loans to Participants 4,642 41,535
Distributions to Active and
Terminated Participants 13,545 254,815
Administrative and Miscellaneous
Expenses 0 0
------------- ------------
18,187 296,350
------------- ------------
Increase (Decrease) in Net Assets
Available for Benefits 938,544 7,480,542
Net Assets Available for Benefits,
Beginning of Year 0 0
------------- ------------
Net Assets Available for Benefits,
End of Year $938,544 $7,480,542
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1994
Total
All Funds
Sources of Participants' Equity:
Contributions:
Employee $6,039,250
Employer 2,831,639
Fund-to-Fund Transfers 0
Plan-to-Plan Transfers 388,623
Loan Repayments (32,164)
-------------
9,227,348
-------------
Investment Activities:
Dividend Income 2,890,992
Interest Income 422,461
Loan Interest 107,719
Net Change in Fair Value
of Investments (2,164,140)
-------------
1,257,032
-------------
Application of Participants' Equity:
Loans to Participants 0
Distributions to Active and
Terminated Participants 2,010,945
Administrative and Miscellaneous
Expenses 36,472
-------------
2,047,417
-------------
Increase (Decrease) in Net Assets
Available for Benefits 8,436,963
Net Assets Available for Benefits,
Beginning of Year 47,743,602
-------------
Net Assets Available for Benefits,
End of Year $56,180,565
=============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1993
Money Guaranteed
Market Investment
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $286,857 $1,654,412
Employer 0 0
Fund-to-Fund Transfers (271,887) (313,118)
Plan-to-Plan Transfers 493 (678)
----------- ------------
15,463 1,340,616
----------- ------------
Investment Activities:
Dividend Income 0 0
Interest Income 43,571 678,544
Loan Interest 0 0
Net Change in Fair Value
of Investments (1,713) 34
----------- ------------
41,858 678,578
----------- ------------
Application of Participants' Equity:
Loan Repayments 0 0
Distributions to Active and
Terminated Participants 19,906 459,245
Administrative and Miscellaneous
Expenses 0 10,569
----------- ------------
19,906 469,814
----------- ------------
Increase (Decrease) in Net Assets
Available for Benefits 37,415 1,549,380
Net Assets Available for Benefits,
Beginning of Year 1,457,426 9,668,386
----------- ------------
Net Assets Available for Benefits,
End of Year $1,494,841 $11,217,766
=========== ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1993
Equity Income Retirement
Fund Growth
Fund
Sources of Participants' Equity:
Contributions:
Employee $1,163,077 $1,691,427
Employer 0 0
Fund-to-Fund Transfers 550,530 183,437
Plan-to-Plan Transfers 15,016 7,679
----------- ------------
1,728,623 1,882,543
----------- ------------
Investment Activities:
Dividend Income 217,789 937,939
Interest Income 474 895
Loan Interest 0 0
Net Change in Fair Value
of Investments 774,481 726,277
----------- ------------
992,744 1,665,111
----------- ------------
Application of Participants' Equity:
Loan Repayments 0 0
Distributions to Active and
Terminated Participants 156,204 208,362
Administrative and Miscellaneous
Expenses 0 0
----------- ------------
156,204 208,362
----------- ------------
Increase (Decrease) in Net Assets
Available for Benefits 2,565,163 3,339,292
Net Assets Available for Benefits,
Beginning of Year 4,150,123 6,721,026
----------- ------------
Net Assets Available for Benefits,
End of Year $6,715,286 $10,060,318
=========== ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1993
Balanced Fund IP Stock
Fund
Sources of Participants' Equity:
Contributions:
Employee $531,574 $52,480
Employer 0 1,788,239
Fund-to-Fund Transfers (57,598) (411,946)
Plan-to-Plan Transfers (419) 59,429
----------- ------------
473,557 1,488,202
----------- ------------
Investment Activities:
Dividend Income 85,188 499,344
Interest Income 260 2,112
Loan Interest 0 0
Net Change in Fair Value
of Investments 1,232 95,256
----------- ------------
86,680 596,712
----------- ------------
Application of Participants' Equity:
Loan Repayments 0 0
Distributions to Active and
Terminated Participants 17,037 909,428
Administrative and Miscellaneous
Expenses 0 30,239
----------- ------------
17,037 939,667
----------- ------------
Increase (Decrease) in Net Assets
Available for Benefits 543,200 1,145,247
Net Assets Available for Benefits,
Beginning of Year 1,168,581 14,119,614
----------- ------------
Net Assets Available for Benefits,
End of Year $1,711,781 $15,264,861
=========== ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED
UNDER A COLLECTIVE BARGAINING
AGREEMENT
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1993
Loan Total
Fund All Funds
Sources of Participants' Equity:
Contributions:
Employee $0 $5,379,827
Employer 0 1,788,239
Fund-to-Fund Transfers 320,582 0
Plan-to-Plan Transfers (8,352) 73,168
----------- ------------
312,230 7,241,234
----------- ------------
Investment Activities:
Dividend Income 0 1,740,260
Interest Income 12 725,868
Loan Interest 41,603 41,603
Net Change in Fair Value
of Investments 0 1,595,567
----------- ------------
41,615 4,103,298
----------- ------------
Application of Participants' Equity:
Loan Repayments 40,404 40,404
Distributions to Active and
Terminated Participants 0 1,770,182
Administrative and Miscellaneous
Expenses (13,219) 27,589
----------- ------------
27,185 1,838,175
----------- ------------
Increase (Decrease) in Net Assets
Available for Benefits 326,660 9,506,357
Net Assets Available for Benefits,
Beginning of Year 952,089 38,237,245
----------- ------------
Net Assets Available for Benefits,
End of Year $1,278,749 $47,743,602
=========== ============
See Accompanying Notes to Financial
Statements
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 by Illinois Power Company (the Company). The Plan
became effective as of January 1, 1987, and is administered by the
Company. Assets of the Plan are held and managed by State Street
Bank and Trust Company of Boston, Massachusetts (the Trustee), as
trustee and custodian. The purpose of the Plan is to enable
participants to invest a portion of their salaries in tax-deferred
savings as allowed by the Internal Revenue Code. The Plan is
subject to and in compliance with the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA) as amended.
On May 27, 1994, Illinois Power Company became a wholly-owned
subsidiary of the newly formed Illinova Corporation (Illinova).
Illinois Power Company remains the sponsor and administrator of
the Plan.
Participation:
All employees of the Company who are covered under a collective
bargaining agreement are eligible to participate in the Plan.
Participation is voluntary. Upon termination of employment with
the Company, active participation ceases. 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:
During the first quarter of 1994, a decision was made to change
the investment options in the Plan, with five new funds added, two
funds eliminated, and one fund being phased out.
Effective April 1, 1994, new contributions and balances
transferred from other options could be invested in five new
Fidelity Investments funds: the Managed Income Portfolio, the
Asset Manager Income fund, the Asset Manager fund, the Asset
Manager Growth fund and the International Growth and Income fund.
New contributions could also be made, or balances transferred to,
the Fidelity Equity Income fund, the Fidelity Retirement Growth
fund, or the Stock fund, which were not affected by the changes.
Also effective April 1, 1994, no more contributions were
accepted into the Money Market fund or the Phoenix Balanced fund.
Any dollars remaining in those funds at June 1, 1994 were
transferred into the Managed Income Portfolio or Asset Manager
fund, respectively.
As of June 30, 1994, the administrator started phasing out the
Guaranteed Investment Contract option. No funds could be
contributed or transferred to the GICs after that date. Two of
the three investment contracts matured on June 30, 1994, and funds
remaining in those contracts were transferred to the Managed
Income Portfolio. Funds remaining in the third investment
contract may remain there until June 30, 1996, at which time the
contract will mature and remaining funds will be transferred to
the Managed Income Portfolio.
Effective May 27, 1994, the Plan was amended to redefine
"Company Common Stock" as shares of Illinova, rather than Illinois
Power. Shares of IP stock in participants' accounts were replaced
with shares of Illinova. Contributions to the stock fund now
purchase Illinova shares, and the Match and Incentive Compensation
shares provided by the Company are shares of Illinova.
The Plan has also been amended to increase the employer matching
contributions. As of January 1, 1995, the match will be increased
to 50% of the first $80 of salary deferrals per month and 25% of
the balance of the deferrals per month, up to 6% of the employee's
base earnings for the month.
The age at which participants are required to withdraw their
accounts has been changed. Participants may now defer taking
distribution of their accounts until age 70 1/2. In addition, the
Plan was amended to allow direct rollover of eligible
distributions from the Plan to an individual retirement account or
a qualified plan of another employer. Another amendment limits
the number of allowable outstanding loans to three. Some other
technical language concerning distributions was amended to meet
Internal Revenue Code requirements.
In accordance with the requirements of the Internal Revenue
Code, the compensation limit for discrimination testing was
lowered to the legal limit.
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 directing their contributions
into any or all of the eight investment funds in the proportions
they choose. They may change their direction options or transfer
amounts from fund to fund on a monthly basis.
The Company contributes a monthly matching contribution to the
Plan equal to 25% of the first $160 of the participants' monthly
before-tax contributions. (The matching contribution will
increase in 1995. See Plan Changes and Amendments, above.) All
Company matching contributions are paid in shares of Illinova
common stock and are contained in the Stock Fund. Dividends on
stock held in the Stock Fund are reinvested for the participants
in additional shares of Illinova common stock.
The Company has an Incentive Compensation arrangement in which
employees can earn cash and Illinova stock if specified
performance goals are met. Shares awarded under the Incentive
Compensation arrangement are held in the Stock Fund. Dividends
earned on these shares are reinvested in Illinova stock and
allocated to participants' accounts 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
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 the ESOP and 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, 1994, 133,055 and 215,238 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 Plan
participants or their beneficiaries no later than 120 days
following the close of the Plan year in which the terminated
participant reaches age 70 1/2 unless an earlier distribution is
requested. All distributions are made in the form of cash and/or
Illinova common stock.
Loans:
The Plan allows participants to borrow from their before-tax and
TRASOP accounts an amount not to exceed 50% of those account
balances. 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. The period of
repayment ranges from 1 to 10 years. 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.
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. Other investments are stated
at current value based on the latest quoted market price or at
fair value as determined by the Trustee.
Distributions Payable:
As of December 31, 1994, distributions approved for payment by
the Plan are as follows:
Guaranteed Investment Fund $89,029
Equity Income Fund 19,000
Retirement Growth Fund 1,681
Stock Fund 76,772
Asset Manager Fund 5,380
Managed Income Portfolio 43,928
Other Funds 10
$235,800
In accordance with generally accepted accounting principles,
these payments are not a liability of the plan at December 31,
1994. However, the Department of Labor requires these payments to
be recorded as a liability on the Form 5500 - Annual Return/Report
of Employee Benefit Plan. Accordingly, the net assets available
for benefits as reflected in the Form 5500 are less than the net
assets presented on the Statement of Net Assets Available for
Benefits.
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.
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, trustee administrative
fees, and guaranteed insurance contract fees. All other expenses
incurred in the operation of the Plan are paid by the Company.
Income Taxes:
The Plan obtained its latest determination letter on June 23,
1987, in which the Internal Revenue Service stated that the Plan,
as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been
amended since receiving the determination letter, and an
application for a new determination letter has been submitted and
is being processed by the Internal Revenue Service. The Plan
administrator believes that the Plan is currently designed and
being operated in compliance with the applicable requirements of
the Internal Revenue Code.
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, 1994
Investment at
Contract Value Units Value Cost
Pacific Mutual Life
Insurance Company 4.85%
Guaranteed Investment
Contract, Maturity
6/30/96 1 $3,752,187 $3,752,187
Investments at Fair
Value as Determined by
Quoted Market Price
Fidelity Equity Income
Fund 263,848 8,100,130 7,590,223
Fidelity Retirement
Growth Fund 747,014 12,131,513 12,489,129
Illinova Common Stock 698,032 15,247,637 14,182,308
Fidelity Managed Income
Portfolio 7,438,290 7,438,290 7,438,290
December
31, 1993
Investments at
Contract Value Units Value Cost
Pacific Mutual Life
Insurance Company 7.51%
Guaranteed Investment
Contract, Maturity
6/30/94 1 3,127,689 3,127,689
New York Life Insurance
Company 5.6% Guaranteed
Investment Contract,
Maturity 6/30/94 1 3,759,712 3,759,712
Pacific Mutual Life
Insurance Company 4.85%
Guaranteed Investment
Contract, Maturity
6/30/96 1 4,260,843 4,260,843
Investments at Fair
Value as Determined by
Quoted Market Price
Fidelity Equity Income
Fund 198,713 6,724,453 5,347,095
Fidelity Retirement
Growth Fund 554,800 10,064,078 9,076,894
Illinois Power Company
Common Stock 640,680 14,175,045 13,314,730
NOTE 4 - TRANSACTIONS WITH PARTIES-IN-INTEREST
At December 31, 1994, the Plan held 698,032 shares of Illinova
common stock with a cost and market value of $14,182,308 and
$15,247,637, respectively. During the year ended December 31,
1994, the Plan purchased 775,552 shares in 103 transactions at a
cost of $15,641,763 and also sold 718,200 shares in 93
transactions, the proceeds of which totaled $14,741,563. Net
losses realized on the sales amounted to $32,623. The
transactions are allowable party-in-interest transactions under
Section 408(e) of the ERISA regulations.
During the year ended December 31, 1994, the Plan invested in a
short-term investment fund at State Street Bank and Trust Company.
Transactions with the State Street Short-term Investment Fund
included 369 purchases and 337 sales which totaled $8,385,215 and
$9,883,022, respectively. These transactions are allowable party-
in-interest transactions under Section 408(b)(8) of the ERISA
regulations.
Schedule I
Item 27a
Illinois Power Company
Incentive Savings Plan
for Employees Covered Under a
Collective Bargaining Agreement
Schedule of Assets Held for Investment Purposes
December 31, 1994
Identity of Issue/ Current
Description of Investment Cost Value
Pacific Mutual Life Insurance $3,752,187 $3,752,187
Company
Fidelity Equity Income Fund 7,590,223 8,100,130
Fidelity Retirement Growth Fund 12,489,129 12,131,513
*Illinova Common Stock 14,182,308 15,247,637
Fidelity Asset Manager Income
Fund 134,745 130,974
Fidelity Asset Manager Growth
Fund 1,524,959 1,441,551
Fidelity Asset Manager Fund 2,687,194 2,556,194
Fidelity International Growth
and Income Fund 980,635 932,336
Fidelity Managed Income
Portfolio 7,438,290 7,438,290
Participant Loans 0 1,511,850
$50,779,670 $53,242,662
*A party-in-interest to the Plan
Schedule II
Item 27d
Illinois Power Company
Incentive Savings Plan
for Employees Covered Under a
Collective Bargaining Agreement
Schedule of Reportable Transactions
for the Year Ended December 31, 1994
Net Gain
Identity of Party Involved/ Purchase Selling Cost of or
Description of Asset Price Price Asset (Loss)
Guaranteed Investment Fund $1,345,396 $8,741,453 $8,741,453 $0
Fidelity Equity Income Fund 3,097,982 996,269 854,854 141,415
Fidelity Retirement Growth Fund 4,600,933 1,270,710 1,188,697 82,013
Illinova Common Stock 15,641,763 14,741,563 14,774,186 (32,623)
Fidelity Asset Manager Fund 2,883,698 195,594 196,503 (909)
Fidelity Managed Income
Portfolio Fund 7,891,264 452,974 452,974 0
State Street Bank Short Term
Investment Fund 8,385,215 9,883,022 9,883,022 0
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/ Larry S. Brodsky
Larry S. Brodsky
Senior Vice-President
Date: June 27, 1995
EXHIBIT INDEX
Exhibits Filed Herewith
Exhibit No. Description
1 Consent of Independent Accountants
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), as
amended, 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, 1994, dated June 23, 1995, which is
incorporated by reference in this Form 11-K.
by /s/ Price Waterhouse LLP
One Boatmen's Plaza
St. Louis, Missouri
June 26, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
Commission file number 1-3004
Illinois Power Company
Incentive Savings Plan
(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.)
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
FINANCIAL STATEMENTS
AND ADDITIONAL INFORMATION
DECEMBER 31, 1994
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Index to Financial Statements and Additional Information
Page
Financial Statements:
Report of Independent Accountants 1
Statement of Net Assets Available for
Benefits with fund information as of
December 31, 1994 and 1993 2-12
Statement of Changes in Net Assets Available
for Benefits with fund information for the
years ended December 31, 1994 and 1993 13-23
Notes to Financial Statements 24-32
Additional Information:
Schedule I - Schedule of Assets Held for Investment
Purposes
Schedule II - Schedule of Reportable Transactions
NOTE: Schedules not included with this supplementary
information have been omitted because they are not applicable.
One Boatmen's Plaza
St. Louis, MO 63101
Price Waterhouse LLP
REPORT OF INDEPENDENT ACCOUNTANTS
June 23, 1995
To the Participants and Administrator
of the Illinois Power Company
Incentive Savings Plan
In our opinion, the accompanying statements of net assets
available for benefits with fund information and the related
statements of changes in net assets available for benefits with
fund information present fairly, in all material respects, the
net assets available for benefits of the Illinois Power Company
Incentive Savings Plan at December 31, 1994 and 1993 and the
changes in net assets available for benefits for the years then
ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of
the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
additional information included in Schedules I and II is
presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional
information required by ERISA. The Fund Information in the
statement of net assets available for benefits and the statement
of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net
assets available for benefits and changes in net assets available
for benefits of each fund. Schedules I and II and the Fund
Information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in
our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
By /s/ Price Waterhouse LLP
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Net Assets Available for
Benefits
As of December 31, 1994
Money Guaranteed
Market Investment
Fund Fund
ASSETS:
Cash and Temporary Cash $0 $78,978
Investments
Investments at Fair Value 0 4,644,002
------------- ------------
Total Investments 0 4,722,980
Dividends and Interest Receivable 0 18,893
Employee Contributions Receivable 0 (2,366)
Employer Contributions Receivable 0 0
Loan Repayments Receivable 0 0
Loans Outstanding 0 0
Pending Fund-to-Fund Transfers 0 0
------------- ------------
Other Assets 0 16,527
------------- ------------
Total Assets 0 4,739,507
------------- ------------
LIABILITIES:
Pending Plan-to-Plan Transfers 0 2,692
Other Accrued Expenses 0 0
------------- ------------
Total Liabilities 0 2,692
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $0 $4,736,815
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Net Assets Available for
Benefits
As of December 31, 1994
Equity Retirement
Income Growth
Fund Fund
ASSETS:
Cash and Temporary Cash $112 $311
Investments
Investments at Fair Value 16,678,269 21,418,676
------------- ------------
Total Investments 16,678,381 21,418,987
Dividends and Interest Receivable 43 23
Employee Contributions Receivable 1,183 1,183
Employer Contributions Receivable 0 0
Loan Repayments Receivable 2,414 4,577
Loans Outstanding 0 0
Pending Fund-to-Fund Transfers 0 0
------------- ------------
Other Assets 3,640 5,783
------------- ------------
Total Assets 16,682,021 21,424,770
------------- ------------
LIABILITIES:
Pending Plan-to-Plan Transfers 28,910 55,450
Other Accrued Expenses 0 0
------------- ------------
Total Liabilities 28,910 55,450
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $16,653,111 $21,369,320
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Net Assets Available for
Benefits
As of December 31, 1994
Illinova
Balanced Stock
Fund Fund
ASSETS:
Cash and Temporary Cash $0 $35,602
Investments
Investments at Fair Value 0 15,339,249
------------- ------------
Total Investments 0 15,374,851
Dividends and Interest Receivable 0 151
Employee Contributions Receivable 0 0
Employer Contributions Receivable 0 2,533,807
Loan Repayments Receivable 0 (13)
Loans Outstanding 0 0
Pending Fund-to-Fund Transfers 0 0
------------- ------------
Other Assets 0 2,533,945
------------- ------------
Total Assets 0 17,908,796
------------- ------------
LIABILITIES:
Pending Plan-to-Plan Transfers 0 23,688
Other Accrued Expenses 0 10,515
------------- ------------
Total Liabilities 0 34,203
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $0 $17,874,593
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Net Assets Available for
Benefits
As of December 31, 1994
Asset
Manager
Loan Income
Fund Fund
ASSETS:
Cash and Temporary Cash $13,332 $23
Investments
Investments at Fair Value 0 538,098
------------- ------------
Total Investments 13,332 538,121
Dividends and Interest Receivable 61,739 5
Employee Contributions Receivable 0 0
Employer Contributions Receivable 0 0
Loan Repayments Receivable (13,544) 247
Loans Outstanding 2,976,305 0
Pending Fund-to-Fund Transfers 0 0
------------- ------------
Other Assets 3,024,500 252
------------- ------------
Total Assets 3,037,832 538,373
------------- ------------
LIABILITIES:
Pending Plan-to-Plan Transfers 0 (65)
Other Accrued Expenses 0 0
------------- ------------
Total Liabilities 0 (65)
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $3,037,832 $538,438
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Net Assets Available for
Benefits
As of December 31, 1994
Asset Manager Asset
Growth Manager
Fund Fund
ASSETS:
Cash and Temporary Cash $389 $65
Investments
Investments at Fair Value 2,771,638 6,152,694
------------- ------------
Total Investments 2,772,027 6,152,759
Dividends and Interest Receivable 13 10
Employee Contributions Receivable 0 0
Employer Contributions Receivable 0 0
Loan Repayments Receivable 1,060 1,187
Loans Outstanding 0 0
Pending Fund-to-Fund Transfers 0 0
------------- ------------
Other Assets 1,073 1,197
------------- ------------
Total Assets 2,773,100 6,153,956
------------- ------------
LIABILITIES:
Pending Plan-to-Plan Transfers 5,040 945
Other Accrued Expenses 0 0
------------- ------------
Total Liabilities 5,040 945
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $2,768,060 $6,153,011
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Net Assets Available for
Benefits
As of December 31, 1994
Managed
Income
International Portfolio
Fund Fund
ASSETS:
Cash and Temporary Cash $135 $1,654
Investments
Investments at Fair Value 2,275,832 9,104,552
------------- ------------
Total Investments 2,275,967 9,106,206
Dividends and Interest Receivable 13 45,126
Employee Contributions Receivable 0 482
Employer Contributions Receivable 0 0
Loan Repayments Receivable 2,058 1,428
Loans Outstanding 0 0
Pending Fund-to-Fund Transfers 0 0
------------- ------------
Other Assets 2,071 47,036
------------- ------------
Total Assets 2,278,038 9,153,242
------------- ------------
LIABILITIES:
Pending Plan-to-Plan Transfers 5,101 4,175
Other Accrued Expenses 0 0
------------- ------------
Total Liabilities 5,101 4,175
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $2,272,937 $9,149,067
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Net Assets Available for
Benefits
As of December 31, 1994
Total
All Funds
ASSETS:
Cash and Temporary Cash $130,601
Investments
Investments at Fair Value 78,923,010
-------------
Total Investments 79,053,611
Dividends and Interest Receivable 126,016
Employee Contributions Receivable 482
Employer Contributions Receivable 2,533,807
Loan Repayments Receivable (586)
Loans Outstanding 2,976,305
Pending Fund-to-Fund Transfers 0
-------------
Other Assets 5,636,024
-------------
Total Assets 84,689,635
-------------
LIABILITIES:
Pending Plan-to-Plan Transfers 125,936
Other Accrued Expenses 10,515
-------------
Total Liabilities 136,451
-------------
NET ASSETS AVAILABLE FOR BENEFITS $84,553,184
=============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Net Assets Available for
Benefits
As of December 31, 1993
Money Guaranteed
Market Investment
Fund Fund
ASSETS:
Cash and Temporary Cash Investments $0 $50,118
Investments at Fair Value 1,496,393 16,963,410
------------ ------------
Total Investments 1,496,393 17,013,528
Dividends and Interest Receivable 3,953 83,390
Employee Contributions Receivable 623 6,234
Employer Contributions Receivable 0 0
Loans Outstanding 0 0
Pending Fund-to-Fund Transfers (3,982) (10,231)
------------ ------------
Other Assets 594 79,393
------------ ------------
Total Assets 1,496,987 17,092,921
------------ ------------
LIABILITIES:
Investment Purchases Payable 0 0
Other Accrued Expenses 0 1,213
------------ ------------
Total Liabilities 0 1,213
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $1,496,987 $17,091,708
============ ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Net Assets Available for
Benefits
As of December 31, 1993
Equity Retirement
Income Growth
Fund Fund
ASSETS:
Cash and Temporary Cash Investments $0 $0
Investments at Fair Value 14,786,455 18,363,867
----------- -----------
Total Investments 14,786,455 18,363,867
Dividends and Interest Receivable 33 33
Employee Contributions Receivable (61) 4,287
Employer Contributions Receivable 0 0
Loans Outstanding 0 0
Pending Fund-to-Fund Transfers 3,896 1,202
------------ ------------
Other Assets 3,868 5,522
------------ ------------
Total Assets 14,790,323 18,369,389
------------ ------------
LIABILITIES:
Investment Purchases Payable 0 0
Other Accrued Expenses 0 0
----------- -----------
Total Liabilities 0 0
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $14,790,323 $18,369,389
=========== ===========
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Net Assets Available for
Benefits
As of December 31, 1993
Balanced IP Stock
Fund Fund
ASSETS:
Cash and Temporary Cash Investments $0 $27,771
Investments at Fair Value 5,141,146 13,895,518
----------- -----------
Total Investments 5,141,146 13,923,289
Dividends and Interest Receivable 78 141
Employee Contributions Receivable 340 (127)
Employer Contributions Receivable 0 1,038,121
Loans Outstanding 0 0
Pending Fund-to-Fund Transfers (18) 815
------------ ------------
Other Assets 400 1,038,950
----------- -----------
Total Assets 5,141,546 14,962,239
------------ ------------
LIABILITIES:
Investment Purchases Payable 0 3,947
Other Accrued Expenses 0 8,557
----------- -----------
Total Liabilities 0 12,504
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $5,141,546 $14,949,735
=========== ===========
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Net Assets Available for
Benefits
As of December 31, 1993
Loan Total
Fund All Funds
ASSETS:
Cash and Temporary Cash Investments $21,293 $99,182
Investments at Fair Value 0 70,646,789
----------- -----------
Total Investments 21,293 70,745,971
Dividends and Interest Receivable 15 87,643
Employee Contributions Receivable 0 11,296
Employer Contributions Receivable 0 1,038,121
Loans Outstanding 3,052,950 3,052,950
Pending Fund-to-Fund Transfers 8,318 0
----------- -----------
Other Assets 3,061,283 4,190,010
----------- -----------
Total Assets 3,082,576 74,935,981
----------- -----------
LIABILITIES:
Investment Purchases Payable 0 3,947
Other Accrued Expenses 0 9,770
----------- -----------
Total Liabilities 0 13,717
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $3,082,576 $74,922,264
=========== ===========
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1994
Money Guaranteed
Market Investment
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $33,758 $521,160
Employer 0 0
Fund-to-Fund Transfers (1,541,988) (12,859,114)
Plan-to-Plan Transfers 804 1,519
Loan Repayments 10,964 117,702
------------- ------------
(1,496,462) (12,218,733)
------------- ------------
Investment Activities:
Dividend Income 0 0
Interest Income 19,639 554,870
Loan Interest 0 0
Net Change in Fair Value
of Investments 0 0
------------- ------------
19,639 554,870
------------- ------------
Application of Participants' Equity:
Loans to Participants 16,848 210,218
Distributions to Active and
Terminated Participants 3,316 475,306
Administrative and Miscellaneous
Expenses 0 5,506
------------- ------------
20,164 691,030
------------- ------------
Increase (Decrease) in Net Assets
Available for Benefits (1,496,987) (12,354,893)
Net Assets Available for Benefits,
Beginning of Year 1,496,987 17,091,708
------------- ------------
Net Assets Available for Benefits,
End of Year $0 $4,736,815
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1994
Equity Retirement
Income Growth
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $1,992,368 $2,684,626
Employer 0 0
Fund-to-Fund Transfers 160,577 712,623
Plan-to-Plan Transfers (67,189) (213,872)
Loan Repayments 339,705 424,351
------------- ------------
2,425,461 3,607,728
------------- ------------
Investment Activities:
Dividend Income 1,546,692 2,215,971
Interest Income 1,314 1,146
Loan Interest 0 0
Net Change in Fair Value
of Investments (1,539,123) (2,218,958)
------------- ------------
8,883 (1,841)
------------- ------------
Application of Participants' Equity:
Loans to Participants 354,040 388,976
Distributions to Active and
Terminated Participants 217,516 216,980
Administrative and Miscellaneous
Expenses 0 0
------------- ------------
571,556 605,956
------------- ------------
Increase (Decrease) in Net Assets
Available for Benefits 1,862,788 2,999,931
Net Assets Available for Benefits,
Beginning of Year 14,790,323 18,369,389
------------- ------------
Net Assets Available for Benefits,
End of Year $16,653,111 $21,369,320
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1994
Illinova
Balanced Stock
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $221,504 $101,451
Employer 0 (2,656,598)
Fund-to-Fund Transfers (5,087,166) (65,331)
Plan-to-Plan Transfers (424) (43,467)
Loan Repayments 32,233 28,168
------------- ------------
(4,833,853) 2,677,419
------------- ------------
Investment Activities:
Dividend Income 38,153 534,410
Interest Income 556 2,446
Loan Interest 0 0
Net Change in Fair Value
of Investments (235,596) 179,673
------------- ------------
(196,887) 716,529
------------- ------------
Application of Participants' Equity:
Loans to Participants 36,880 20,210
Distributions to Active and
Terminated Participants 73,926 419,073
Administrative and Miscellaneous
Expenses 0 29,807
------------- ------------
110,806 469,090
------------- ------------
Increase (Decrease) in Net Assets
Available for Benefits (5,141,546) 2,924,858
Net Assets Available for Benefits,
Beginning of Year 5,141,546 14,949,735
------------- ------------
Net Assets Available for Benefits,
End of Year $0 $17,874,593
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1994
Asset
Manager
Loan Income
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $0 $108,144
Employer 0 0
Fund-to-Fund Transfers (8,318) 423,349
Plan-to-Plan Transfers (22,543) (4,933)
Loan Repayments (1,496,996) 15,121
------------- ------------
(1,527,857) 541,681
------------- ------------
Investment Activities:
Dividend Income 0 17,175
Interest Income 404 14
Loan Interest 262,316 0
Net Change in Fair Value
of Investments 0 (16,284)
------------- ------------
262,720 905
------------- ------------
Application of Participants' Equity:
Loans to Participants (1,220,393) 4,000
Distributions to Active and
Terminated Participants 0 148
Administrative and Miscellaneous
Expenses 0 0
------------- ------------
(1,220,393) 4,148
------------- ------------
Increase (Decrease) in Net Assets
Available for Benefits (44,744) 538,438
Net Assets Available for Benefits,
Beginning of Year 3,082,576 0
------------- ------------
Net Assets Available for Benefits,
End of Year $3,037,832 $538,438
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1994
Asset Manager Asset
Growth Manager
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $459,483 $739,376
Employer 0 0
Fund-to-Fund Transfers 2,369,298 5,569,338
Plan-to-Plan Transfers (19,724) (76)
Loan Repayments 70,249 95,349
------------- ------------
2,879,306 6,403,987
------------- ------------
Investment Activities:
Dividend Income 74,361 185,185
Interest Income 57 114
Loan Interest 0 0
Net Change in Fair Value
of Investments (159,646) (318,048)
------------- ------------
(85,228) (132,749)
------------- ------------
Application of Participants' Equity:
Loans to Participants 25,783 56,612
Distributions to Active and
Terminated Participants 235 61,615
Administrative and Miscellaneous
Expenses 0 0
------------- ------------
26,018 118,227
------------- ------------
Increase (Decrease) in Net Assets
Available for Benefits 2,768,060 6,153,011
Net Assets Available for Benefits,
Beginning of Year 0 0
------------- ------------
Net Assets Available for Benefits,
End of Year $2,768,060 $6,153,011
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1994
Managed
Income
International Portfolio
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $378,269 $577,842
Employer 0 0
Fund-to-Fund Transfers 1,953,393 8,373,339
Plan-to-Plan Transfers (39,341) 20,623
Loan Repayments 59,330 130,576
------------- ------------
2,351,651 9,102,380
------------- ------------
Investment Activities:
Dividend Income 69,487 256,892
Interest Income 42 270
Loan Interest 0 0
Net Change in Fair Value
of Investments (121,135) 0
------------- ------------
(51,606) 257,162
------------- ------------
Application of Participants' Equity:
Loans to Participants 25,332 81,494
Distributions to Active and
Terminated Participants 1,776 128,981
Administrative and Miscellaneous
Expenses 0 0
------------- ------------
27,108 210,475
------------- ------------
Increase (Decrease) in Net Assets
Available for Benefits 2,272,937 9,149,067
Net Assets Available for Benefits,
Beginning of Year 0 0
------------- ------------
Net Assets Available for Benefits,
End of Year $2,272,937 $9,149,067
============= ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1994
Total
All Funds
Sources of Participants' Equity:
Contributions:
Employee $7,817,981
Employer 2,656,598
Fund-to-Fund Transfers 0
Plan-to-Plan Transfers (388,623)
Loan Repayments (173,248)
-------------
9,912,708
-------------
Investment Activities:
Dividend Income 4,938,326
Interest Income 580,872
Loan Interest 262,316
Net Change in Fair Value
of Investments (4,429,117)
-------------
1,352,397
-------------
Application of Participants' Equity:
Loans to Participants 0
Distributions to Active and
Terminated Participants 1,598,872
Administrative and Miscellaneous
Expenses 35,313
-------------
1,634,185
-------------
Increase (Decrease) in Net Assets
Available for Benefits 9,630,920
Net Assets Available for Benefits,
Beginning of Year 74,922,264
-------------
Net Assets Available for Benefits,
End of Year $84,553,184
=============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1993
Money Guaranteed
Market Investment
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $171,018 $1,750,818
Employer 0 0
Fund-to-Fund Transfers (260,077) (1,724,784)
Plan-to-Plan Transfers (493) 678
----------- ------------
(89,552) 26,712
----------- ------------
Investment Activities:
Dividend Income 0 0
Interest Income 45,736 1,109,665
Loan Interest 0 0
Net Change in Fair Value
of Investments 2,045 (7,382)
----------- ------------
47,781 1,102,283
----------- ------------
Application of Participants' Equity:
Loan Repayments 0 0
Distributions to Active and
Terminated Participants 68,417 518,636
Administrative and Miscellaneous
Expenses 0 14,749
----------- ------------
68,417 533,385
----------- ------------
Increase (Decrease) in Net Assets
Available for Benefits (110,188) 595,610
Net Assets Available for Benefits,
Beginning of Year 1,607,175 16,496,098
----------- ------------
Net Assets Available for Benefits,
End of Year $1,496,987 $17,091,708
=========== ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1993
Equity Retirement
Income Growth
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $1,716,594 $2,397,133
Employer 0 0
Fund-to-Fund Transfers 1,335,911 798,918
Plan-to-Plan Transfers (15,016) (7,679)
---------- ------------
3,037,489 3,188,372
---------- ------------
Investment Activities:
Dividend Income 497,149 1,709,990
Interest Income 751 1,124
Loan Interest 0 0
Net Change in Fair Value
of Investments 1,777,096 1,330,919
---------- ------------
2,274,996 3,042,033
---------- ------------
Application of Participants' Equity:
Loan Repayments 0 0
Distributions to Active and
Terminated Participants 323,518 262,323
Administrative and Miscellaneous
Expenses 185 0
---------- ------------
323,703 262,323
---------- ------------
Increase (Decrease) in Net Assets
Available for Benefits 4,988,782 5,968,082
Net Assets Available for Benefits,
Beginning of Year 9,801,541 12,401,307
---------- ------------
Net Assets Available for Benefits,
End of Year $14,790,323 $18,369,389
=========== ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1993
Balanced IP Stock
Fund Fund
Sources of Participants' Equity:
Contributions:
Employee $1,073,895 $67,671
Employer 0 1,662,448
Fund-to-Fund Transfers (374,373) (162,150)
Plan-to-Plan Transfers 419 (59,429)
----------- ------------
699,941 1,508,540
----------- ------------
Investment Activities:
Dividend Income 261,760 474,244
Interest Income 490 2,627
Loan Interest 0 0
Net Change in Fair Value
of Investments 27,379 85,591
----------- ------------
289,629 562,462
----------- ------------
Application of Participants' Equity:
Loan Repayments 0 0
Distributions to Active and
Terminated Participants 109,001 273,043
Administrative and Miscellaneous
Expenses 0 27,337
----------- ------------
109,001 300,380
----------- ------------
Increase (Decrease) in Net Assets
Available for Benefits 880,569 1,770,622
Net Assets Available for Benefits,
Beginning of Year 4,260,977 13,179,113
----------- ------------
Net Assets Available for Benefits,
End of Year $5,141,546 $14,949,735
=========== ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Statement of Changes in Net Assets
Available for Benefits
for the Year Ended December 31, 1993
Loan Total
Fund All Funds
Sources of Participants' Equity:
Contributions:
Employee $0 $7,177,129
Employer 0 1,662,448
Fund-to-Fund Transfers 386,555 0
Plan-to-Plan Transfers 8,352 (73,168)
----------- ------------
394,907 8,766,409
----------- ------------
Investment Activities:
Dividend Income 0 2,943,143
Interest Income 37 1,160,430
Loan Interest 189,520 189,520
Net Change in Fair Value
of Investments 0 3,215,648
----------- ------------
189,557 7,508,741
----------- ------------
Application of Participants' Equity:
Loan Repayments 28,931 28,931
Distributions to Active and
Terminated Participants 7,945 1,562,883
Administrative and Miscellaneous
Expenses (696) 41,575
----------- ------------
36,180 1,633,389
----------- ------------
Increase (Decrease) in Net Assets
Available for Benefits 548,284 14,641,761
Net Assets Available for Benefits,
Beginning of Year 2,534,292 60,280,503
----------- ------------
Net Assets Available for Benefits,
End of Year $3,082,576 $74,922,264
=========== ============
See Accompanying Notes to Financial
Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF PLAN:
General:
The Illinois Power Company Incentive Savings Plan (the
Plan) is sponsored by Illinois Power Company (the Company).
The Plan became effective as of June 1, 1984, and is
administered by the Company. Assets of the Plan are held
and managed by State Street Bank and Trust Company of
Boston, Massachusetts (the Trustee), as trustee and
custodian. The purpose of the Plan is to enable
participants to invest a portion of their salaries in tax-
deferred savings as allowed by the Internal Revenue Code.
The Plan is subject to and in compliance with the provisions
of the Employee Retirement Income Security Act of 1974
(ERISA) as amended.
On May 27, 1994, Illinois Power Company became a wholly-
owned subsidiary of the newly formed Illinova Corporation
(Illinova). Illinois Power Company remains the sponsor and
administrator of the Plan, which now includes Illinova and
all of its subsidiaries.
Participation:
All salaried employees of the Company are eligible to
participate in the Plan. In addition, all employees of
Illinois Power Company's parent company, Illinova, are
eligible to participate, as are employees of Illinova's
other subsidiary companies. Participation is voluntary.
Upon termination of employment with the Company, active
participation ceases. 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:
During the first quarter of 1994, a decision was made
to change the investment options in the Plan, with five new
funds added, two funds eliminated, and one fund being phased
out.
Effective April 1, 1994, new contributions and balances
transferred from other options could be invested in five new
Fidelity Investments funds: the Managed Income Portfolio,
the Asset Manager Income fund, the Asset Manager fund, the
Asset Manager Growth fund and the International Growth and
Income fund. New contributions could also be made, or
balances transferred to, the Fidelity Equity Income fund,
the Fidelity Retirement Growth fund, or the Stock fund,
which were not affected by the changes.
Also effective April 1, 1994, no more contributions
were accepted into the Money Market fund or the Phoenix
Balanced fund. Any dollars remaining in those funds at June
1, 1994 were transferred into the Managed Income Portfolio
or Asset Manager fund, respectively.
As of June 30, 1994, the administrator started phasing
out the Guaranteed Investment Contract option. No funds
could be contributed or transferred to the GICs after that
date. Two of the three investment contracts matured on June
30, 1994, and funds remaining in those contracts were
transferred to the Managed Income Portfolio. Funds
remaining in the third investment contract may remain there
until June 30, 1996, at which time the contract will mature
and remaining funds will be transferred to the Managed
Income Portfolio.
Effective May 27, 1994, the Plan was amended to
redefine "Company Common Stock" as shares of Illinova,
rather than Illinois Power. Shares of IP stock in
participants' accounts were replaced with shares of
Illinova. Contributions to the stock fund now purchase
Illinova shares, and the Match and Incentive Compensation
shares provided by the Company are shares of Illinova.
The Plan has also been amended to increase the employer
matching contributions. As of January 1, 1995, the match
will be increased to 50% of the first $80 of salary
deferrals per month and 25% of the balance of the deferrals
per month, up to 6% of the employee's base earnings for the
month.
The age at which participants are required to withdraw their
accounts has been changed. Participants may now defer
taking distribution of their accounts until age 70 1/2. In
addition, the Plan was amended to allow direct rollover of
eligible distributions from the Plan to an individual
retirement account or a qualified plan of another employer.
Another amendment limits the number of allowable outstanding
loans to three. Some other technical language concerning
distributions was amended to meet Internal Revenue Code
requirements.
In accordance with the requirements of the Internal
Revenue Code, the compensation limit for discrimination
testing was lowered to the legal limit.
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 directing their
contributions into any or all of the eight investment funds
in the proportions they choose. They may change their
direction options or transfer amounts from fund to fund on a
monthly basis.
The Company contributes a monthly matching
contribution to the Plan equal to 25% of the first $160 of
the participants' monthly before-tax contributions. (The
matching contribution will increase in 1995. See Plan
Changes and Amendments, above.) All Company matching
contributions are paid in shares of Illinova common stock
and are contained in the Stock Fund. Dividends on stock
held in the Stock Fund are reinvested for the participants
in additional shares of Illinova common stock.
The Company has an Incentive Compensation arrangement
in which employees can earn cash and Illinova stock if
specified performance goals are met. Shares awarded under
the Incentive Compensation arrangement are held in the Stock
Fund. Dividends earned on these shares are reinvested in
Illinova stock and allocated to participants' accounts 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 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
the ESOP and 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, 1994, 120,030 and 210,339 shares
have been allocated to salaried employees for Company Match
and Incentive Compensation, respectively.
Distributions:
Distributions as provided for in the Plan are made to
Plan participants or their beneficiaries no later than 120
days following the close of the Plan year in which the
terminated participant reaches age 70 1/2 unless an earlier
distribution is requested. All distributions are made in
the form of cash and/or Illinova common stock.
Loans:
The Plan allows participants to borrow from their
before-tax and TRASOP accounts an amount not to exceed 50%
of those account balances. 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. The period of repayment ranges from 1 to 10 years.
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.
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. Other
investments are stated at current value based on the latest
quoted market price or at fair value as determined by the
Trustee.
Distributions Payable:
As of December 31, 1994, distributions approved for
payment by the Plan are as follows:
Guaranteed Investment Fund $48,289
Equity Income Fund 15,666
Retirement Growth Fund 43,685
Stock Fund 10,473
Asset Manager Fund 5,754
International Fund 5,655
Managed Income Portfolio 135,843
$265,365
In accordance with generally accepted accounting
principles, these payments are not a liability of the plan
at December 31, 1994. However, the Department of Labor
requires these payments to be recorded as a liability on the
Form 5500 - Annual Return/Report of Employee Benefit Plan.
Accordingly, the net assets available for benefits as
reflected in the Form 5500 are less than the net assets
presented on the Statement of Net Assets Available for
Benefits.
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.
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,
trustee administrative fees, and guaranteed insurance
contract fees. All other expenses incurred in the operation
of the Plan are paid by the Company.
Income Taxes:
The Plan obtained its latest determination letter on
May 16, 1985, in which the Internal Revenue Service stated
that the Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination
letter, and an application for a new determination letter
has been submitted and is being processed by the Internal
Revenue Service. The Plan administrator believes that the
Plan is currently designed and being operated in compliance
with the applicable requirements of the Internal Revenue
Code.
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, 1994
Investment at
Contract Value Units Value Cost
Pacific Mutual Life
Insurance Company 4.85%
Guaranteed Investment
Contract, Maturity
6/30/96 1 $4,644,002 $4,644,002
Investments at Fair
Value as Determined by
Quoted Market Price
Fidelity Equity Income
Fund 543,266 16,678,269 15,026,229
Fidelity Retirement
Growth Fund 1,318,884 21,418,676 21,804,505
Illinova Common Stock 702,226 15,339,249 14,260,962
Fidelity Asset Manager
Fund 444,880 6,152,694 6,471,817
Fidelity Managed Income
Portfolio 9,104,552 9,104,552 9,104,552
December
31, 1993
Investments at
Contract Value Units Value Cost
Pacific Mutual Life
Insurance Company 7.51%
Guaranteed Investment
Contract, Maturity
6/30/94 1 5,526,382 5,526,382
New York Life Insurance
Company 5.6% Guaranteed
Investment Contract,
Maturity 6/30/94 1 5,004,506 5,004,506
Pacific Mutual Life
Insurance Company 4.85%
Guaranteed Investment
Contract, Maturity
6/30/96 1 6,432,522 6,432,522
Investments at Fair
Value as Determined by
Quoted Market Price
Fidelity Equity Income
Fund 436,952 14,786,455 11,266,588
Fidelity Retirement
Growth Fund 1,012,341 18,363,867 16,365,695
Phoenix Balanced Fund 320,720 5,141,146 4,996,121
Illinois Power Company
Common Stock 628,046 13,895,518 13,002,010
NOTE 4 - TRANSACTIONS WITH PARTIES-IN-INTEREST
At December 31, 1994, the Plan held 702,226 shares of
Illinova common stock with a cost and market value of
$14,260,962 and $15,339,249, respectively. During the year
ended December 31, 1994, the Plan purchased 777,019 shares
in 83 transactions at a cost of $15,664,432 and also sold
702,839 shares in 87 transactions, the proceeds of which
totaled $14,400,222. Net losses realized on the sales
amounted to $5,106. The transactions are allowable party-in-
interest transactions under Section 408(e) of the ERISA
regulations.
During the year ended December 31, 1994, the Plan
invested in a short-term investment fund at State Street
Bank and Trust Company. Transactions with the State Street
Short-term Investment Fund included 408 purchases and 337
sales which totaled $15,316,686 and $16,781,660,
respectively. These transactions are allowable party-in-
interest transactions under Section 408(b)(8) of the ERISA
regulations.
Schedule I
Item 27a
Illinois Power Company
Incentive Savings Plan
Schedule of Assets Held for Investment Purposes
December 31, 1994
Identity of Issue/Description of Current
Investment Cost Value
Pacific Mutual Life Insurance $4,644,002 $4,644,002
Company
Fidelity Equity Income Fund 15,026,229 16,678,269
Fidelity Retirement Growth Fund 21,804,505 21,418,676
*Illinova Common Stock 14,260,962 15,339,249
Fidelity Asset Manager Income
Fund 554,018 538,098
Fidelity Asset Manager Growth
Fund 2,932,229 2,771,638
Fidelity Asset Manager Fund 6,471,817 6,152,694
Fidelity International Growth
and Income Fund 2,397,293 2,275,832
Fidelity Managed Income
Portfolio 9,104,552 9,104,552
Participant Loans 0 2,976,305
$77,195,607 $81,899,315
*A party-in-interest to the Plan
<TABLE>
Schedule II
Item 27d
Illinois Power Company
Incentive Savings Plan
Schedule of Reportable Transactions
for the Year Ended December 31, 1994
<CAPTION>
Identity of Party Purchase Selling Cost of Net Gain
Involved/Description of Asset Price Price Asset or (Loss)
<C> <C> <C> <C>
Guaranteed Investment Fund $1,438,158 $13,757,566 $13,757,566 $0
Fidelity Equity Income Fund 5,326,572 1,895,636 1,566,931 328,705
Fidelity Retirement Growth Fund 7,382,802 2,109,034 1,943,991 165,043
Phoenix Balanced Fund 380,573 5,286,122 5,376,693 (90,571)
Illinova Common Stock 15,664,432 14,400,373 14,405,479 (5,106)
Fidelity Asset Manager Fund 6,813,891 343,148 342,074 1074
Fidelity Managed Income Portfolio
Fund 9,669,780 565,228 565,228 0
State Street Bank Short Term
Investment Fund 15,316,686 16,781,660 16,781,660 0
</TABLE>
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
By /s/ Larry S. Brodsky
Larry S. Brodsky
Senior Vice-President
Date: June 27, 1995
EXHIBIT INDEX
Exhibits Filed Herewith
Exhibit No. Description
1 Consent of Independent Accountants
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), as amended, of
Illinova Corporation of our report on the Illinois Power Company
Incentive Savings Plan for the year ended December 31, 1994, dated
June 23, 1995, which is incorporated by reference in this Form 11-K.
By /s/ Price Waterhouse LLP
One Boatmen's Plaza
St. Louis, Missouri
June 26, 1995
