UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 15, 1999
Commission Registrants; State of Incorporation; IRS Employer
File Number Address; and Telephone Number Identification No.
1-11327 Illinova Corporation 37-1319890
(an Illinois Corporation)
500 S. 27th Street
Decatur, IL 62525
(217) 424-6600
1-3004 Illinois Power Company 37-0344645
(an Illinois Corporation)
500 S. 27th Street
Decatur, IL 62525
(217) 424-6600
Total number of sequentially numbered pages is 8.
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Item 5. Other Events
Certain information contained in this release is forward-looking, based on
current expectations and plans that involve risks and uncertainties.
Forward-looking information includes, among other things, statements concerning
estimates and projections of earnings. Although Illinova believes that this
forward-looking information is accurate, its businesses are dependent on various
regulatory issues, general economic conditions and future trends, and these
factors can cause actual results to differ materially from the forward-looking
information that has been provided. The reader is cautioned not to put undue
reliance on this forward-looking information, which is not a guarantee of future
performance and is subject to a number of uncertainties and other factors, many
of which are outside the control of Illinova.
The following factors, in addition to those discussed in the company's Annual
Report on Form 10-K for the year ended December 31, 1998, and subsequent
securities filings, could cause results to differ materially from management
expectations as suggested by such forward-looking information: the impact of
recent and future federal and state regulatory changes; the effects of increased
competition; the impact of fluctuations in commodity prices and customer demand;
the impacts of new environmental laws and regulations; factors affecting
non-utility investments, such as the risk of doing business in foreign
countries; construction and operation risks; and increases in financing costs.
ILLINOVA REPORTS THIRD-QUARTER EARNINGS
On October 14, 1999, Illinova Corporation reported third-quarter 1999 earnings
of $51.7 million, or 74 cents per common share (basic and diluted). This
compares to earnings of $26.6 million, or 37 cents per common share, for the
same period last year.
Year-to-date earnings are $78.1 million, or $1.12 per common share, up from $2.6
million, or 4 cents per common share, for the same period in 1998.
Based on financial results to date and the outlook for the remainder of 1999,
Illinova remains on target to meet its earlier projection of $1.50 per share
earnings for the year.
This year's stronger results are due primarily to Illinois Power's substantial
improvement in its power supply situation. In contrast to summer 1998 when the
utility had insufficient generating capacity and paid unprecedented prices for
purchased power, Illinois Power this summer had adequate generating capacity to
meet its customers' record demands and to sell in the wholesale market.
Third-quarter 1999 expenses include $2.1 million related to Illinova's recently
announced merger with Dynegy and $6.7 million in interest due to changes in net
present value of decommissioning assets and liabilities, an expense that will be
reversed if the sale of Clinton Power Station to AmerGen is completed by year's
end as expected. Without these non-recurring expenses, earnings for the quarter
would have been almost $58 million, or approximately 83 cents per share.
Illinova Corporation [NYSE:ILN], headquartered in Decatur, Illinois, is an
energy services holding company with $6.8 billion in assets and annual revenues
of $2.4 billion. Its subsidiaries include Illinois Power, an electric and
natural gas utility that serves approximately 650,000 customers over a
15,000-square-mile area of Illinois; Illinova Generating, which invests in,
develops and operates independent power projects worldwide; and Illinova Energy
Partners, which markets energy and energy-related services in the United States
and Canada.
Illinova shareholders earlier this week approved the company's merger with
Dynegy Inc. [NYSE:DYN], a leading national energy merchant providing a full
range of energy products and services. The merger is expected to close early in
2000, pending remaining regulatory approvals and Illinois Power's completing the
sale of its Clinton Power Station.
RESTATEMENT OF THE CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE TWELVE
MONTHS ENDED SEPTEMBER 30, 1999
In February 2000, Illinova and IP restated its statements of income for the
twelve months ended December 31, 1998, which is reflected in the condensed
consolidated statements of income for the twelve months ended September 30,
1999. The restatement reflects a revision to the initial estimate of the
"Transition period cost recovery" regulatory asset established in December 1998
coincident with the impairment of the Clinton Power Station. The effect of this
revision was to decrease the amount of the regulatory asset at December 31,
1998, and correspondingly increase the related impairment charge by $325.7
million ($196.5 million net of tax). The net effect of this revision was to
increase the previously reported net loss for the twelve months ended September
30, 1999 by $196.5 million, or $2.79 per common share (basic and diluted).
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Please see the attached Illinova Condensed Consolidated Statements of Income.
Item 7. Financial Statements
(A) Financial Statements
(99.1) Illinova Consolidated Income Statements
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ILLINOVA CORPORATION
(Registrant)
By /s/ Larry F. Altenbaumer
----------------------------
Larry F. Altenbaumer
President on behalf of
Illinova Corporation
Date: February 28, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ILLINOIS POWER COMPANY
(Registrant)
By /s/ Larry F. Altenbaumer
----------------------------
Larry F. Altenbaumer
President on behalf of
Illinois Power Company
Date: February 28, 2000
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Exhibit Index
The following Exhibits are hereby filed as part of this Current Report on Form
8-K/A:
Exhibit
Number Description
99.1 Illinova Consolidated Income Statements
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<TABLE>
<CAPTION>
Illinova
Condensed Consolidated Statements of Income
Three Months Ended Nine Months Ended Twelve Months Ended
September 30, September 30, September 30,
------------------------- ---------------------------- ---------------------------
% Change % Change As % Change
Fav/ Fav/ Restated Fav/
1999 1998 (Unfav) 1999 1998 (Unfav) 1999 1998 (Unfav)
----- ----- ------- ----- ----- ------- ----- ----- ------
(Millions) (Millions) (Millions)
Operating Revenues
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Electric $385.9 $392.0 (2)% $ 917.8 $ 973.1 (6)% $1,168.9 $1,239.6 (6)%
Electric interchange 247.7 285.1 (13) 397.9 494.1 (19) 461.0 528.3 (13)
Gas 42.7 38.2 (12) 211.0 204.6 3 294.2 292.6 (1)
Diversified enterprises 224.5 108.0 108 401.8 274.2 47 489.0 439.9 (11)
------ ----- ------- ------- -------- --------
Total 900.8 823.3 (9) 1,928.5 1,946.0 (1) 2,413.1 2,500.4 (3)
------ ----- ------- ------- -------- --------
Operating Expenses
Fuel for electric plants 77.8 73.4 (6) 189.2 183.0 (3) 256.4 251.5 (2)
Power purchased 199.1 317.7 37 297.5 644.2 54 388.5 706.5 45
Gas purchased for resale 20.4 15.3 (33) 109.9 103.7 (6) 155.8 170.8 9
Diversified enterprises 232.0 115.5 (101) 428.0 295.2 (45) 524.8 474.9 (11)
Other operating and maintenance 169.6 133.0 (28) 428.4 364.7 (17) 601.6 492.4 (22)
Depreciation and amortization 43.3 51.0 15 132.7 152.2 13 184.1 202.6 9
Amortization of regulatory asset 1.5 - (100) 9.2 - (100) 9.2 - (100)
General taxes 25.7 27.3 6 78.5 100.3 22 101.4 128.3 21
Clinton plant impairment loss - - - - - - 2,666.9 - (100)
------ ----- ------- ------- -------- --------
Total 769.4 733.2 (5) 1,673.4 1,843.3 9 4,888.7 2,427.0 (88)
------ ----- ------- ------- -------- --------
Operating Income (Loss) 131.4 90.1 46 255.1 102.7 148 (2,475.6) 73.4 -
------ ----- ------- ------- -------- --------
Other Income
Miscellaneous - net 5.2 1.5 - 22.4 2.8 - 22.7 3.0 -
Equity earnings in affiliates 3.5 2.8 25 6.9 11.7 (41) 17.7 18.1 (2)
------ ----- ------- ------- -------- --------
Total 8.7 4.3 102 29.3 14.5 102 40.4 21.1 91
------ ----- ------- ------- -------- --------
Income (Loss) Before Interest Charges
and Income Taxes 140.1 94.4 48 284.4 117.2 143 (2,435.2) 94.5 -
------ ----- ------- ------- -------- --------
Interest Charges
Interest expense 51.6 36.8 (40) 141.5 109.3 (29) 178.2 144.8 (23)
Allowance for borrowed funds
used during construction (0.8) (1.5) (47) (4.0) (3.8) 5 (3.4) (5.4) (37)
Preferred dividend requirements
of subsidiary 4.7 5.0 6 14.4 14.9 3 19.3 20.0 4
------ ----- ------- ------- -------- --------
Total 55.5 40.3 (38) 151.9 120.4 (26) 194.1 159.4 (22)
------ ------- ------- ------- -------- --------
Income (Loss) Before Income Taxes 84.6 54.1 56 132.5 (3.2) - (2,629.3) (64.9) -
------ ----- ------- ------- -------- --------
Income Taxes
Income tax - impairment loss - - - - - - (982.8) - 100
ITC - Clinton impairment - - - - - - (160.4) - 100
Other income taxes 33.9 27.5 (23) 55.9 (5.8) - 19.4 (33.2) (158)
------ ----- ------- ------- -------- --------
Total 33.9 27.5 (23) 55.9 (5.8) - (1,123.8) (33.2) -
------ ----- ------- ------- -------- --------
Net Income (Loss) Before
Extraordinary Item 50.7 26.6 91 76.6 2.6 - (1,505.5) (31.7) -
Extraordinary Item Net of Income Tax
Benefit of $118.0 Million - - - - - - - (195.0) (100)
------ ----- ------- ------- -------- --------
Net Income (Loss) 50.7 26.6 91 76.6 2.6 - (1,505.5) (226.7) -
Carrying amount over (under)
consideration paid for redeemed
preferred stock of subsidiary 1.0 - 100 1.5 - 100 1.5 (0.9) -
------ ----- ------- ------- -------- --------
Net Income (Loss) Applicable
to Common Stock $ 51.7 $ 26.6 94 $ 78.1 $ 2.6 - $(1,504.0) $ (227.6) -
====== ===== ======= ======= ======== ========
Weighted average common shares 69.9 71.7 69.9 71.7 70.3 71.7
Earnings (loss) per common share before
extraordinary item (basic
and diluted) $0.74 $0.37 $1.12 $0.04 ($21.39) ($0.45)
Extraordinary item per common share
(basic and diluted) - - - - - ($2.72)
Earnings (loss) per common share
(basic and diluted) $0.74 $0.37 $1.12 $0.04 ($21.39) ($3.17)
Cash dividends declared
per common share $0.31 $0.31 $0.93 $0.93 $1.24 $1.24
Cash dividends paid
per common share $0.31 $0.31 $0.93 $0.93 $1.24 $1.24
</TABLE>
These statements are submitted as a matter of general information and are not
intended to induce, or to be used in connection with, any sale or purchase of
securities. These unaudited statements should be read in conjunction with
Illinova's and Illinois Power Company's 1999 Quarterly Reports on Form 10-Q/A
and Form 8-K and 8-K/A filings to the Securities and Exchange Commission, and
Illinova and Illinois Power Company's 1998 Form 10-K/A filings to the Securities
and Exchange Commission.
