ML20073G897

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Illinois Power Co 1990 Annual Rept
ML20073G897
Person / Time
Site: Clinton Constellation icon.png
Issue date: 12/31/1990
From:
ILLINOIS POWER CO.
To:
Shared Package
ML20073G666 List:
References
NUDOCS 9105060073
Download: ML20073G897 (47)


Text

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Revitalized And Building A Solid Future ILLINSIS POWER sarn888: sa888:s1 PDR I

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I LI,1 N OIS l'O W l?lt C O M l'A N Y 1990 ANN 11 Al. Riin'OltT lilinois l'ouer Onn]wlny is a n.-, mnom s e nn

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[niblic lilility enyaSedlIrillCi/Killy in the.yellentlion, !rtinsnlission, disl!b CI'l"*R ",,

Intlioll, tald the sale t{eIeClriC elle!NY

- laAalle and the distribnlion, fransportation and sale <f nalnnligas solely in the .

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.htation State ofIllinois, lhe Osnljxiny's lenh [e' I lory is af)l>turinintely I 5,(KK) sifilare  ; <;alesborg ,n,a mnnu n + +

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,j liloorrsington N niillW, orone'(flla!!er(ftheslale Ehe f A nuumonus wun M T ( i no al inny a Corn lxnly sents a]>]nurinlately wu ' < d

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s'seuni or 560,(KK) Cnstonlets. l ' 'Cfrar'n'fi cilgn A

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Alt. \'ernon Iksithi'in g tatfor LEGEND e F1asil Generating Station veuvunI s.,nmnn can. n D Nuchar Generating Station ~""*"*"""

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inlett'onnections With b CA Other l'lilities Electric n'rrito,y Sermi D Gas n.,,.,,, sc,-i

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., wan+-. .. b.a, w -um 2 Chairman, President's 10 The Environment 16 Board of Directors Message Economic success and llknois Power was resitalized envi.onmental leadership are 17 Management's Discussion in 1990 and is imiwd for financial compatible goals. and Analysis recosery.

12 Corporate Citizenship I)etails on liquidity and capital 4 Financial Matters A wide range of community wsources wgul.uoty m.uten At ellate t.ourt dectsion, write-off and edm Snal pmgram kh and operating results.

r oces financial uncenainty' IP give man thing Nck m A 6 Building and Serving communities we sene.

ths Ma*et 14 Natural Gas Division 25 Financial Statements The customer must he first.

We are comnutted to meeting We am pwpawd to capitahze or en ecchng our customers' "" hew OPlutunines to sell nure 30 Notes to Financial natural gas. Statements expectations.

8 Power Generation 15 Wendell J. Kelley to Retire 43 Si;lected Financial Data Clinton and our l.ossu tired units After 23 years of leadership, are striving to meet the challenge the Chief INecutis c Officer of excellence. prepares to step down. 44 Selected Statistics v .n, ,, n. ., , .

, , y , - ,, ,w .n y a.bIk[h - a w.g n %uQg%M n Ikik;s@7 uhes acu.udam kip $$id)Mi . sammg$

1990 1989  % increaw oi w turn ners - w e c dICNd*)

U Electric sales in KWH . 15 9-il 15. Nil 06 Gas sales in therms (sold and transported) s2n 'M (9.2)

Operating revenues Electric s 1,085 s oss 9.s Gas s 311 s 325 H 3)

Operating expenses and taxes s 1 H1 s 1, w 0.9 Operating income . $ 24i s 2 56 3.3 Net income (loss) . s r8) s (2ss) 72.9 Average number of common shares

- outstanding (thousands).. ~'5,613 75,052 of Earnings (loss) per common share s a 53) 5 H.3 D Gi3 Divioends declared per common share . 5 - 5 E --

Total assets . s s.3a5 5 ;/m M ')

lit Non Capitalization Pms t Common Stock equity 3% jh -

Co m u 11% N' Preferred st<ui 11 % __

1990:

1.ong tenu debt . 5 n" b Sit ANNFAt 1(En lomb 'Rfroat Total .

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/ ( l an-amow amn . :. wa au wnp ng We twlieve the

y. yMQ g Appellate Coun's deci-sion has renxwed a

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hy MW 4Mgh 7j cloud of uncenaintv and advances the day

%/"* w hen a mmmon divi-dend can be paid. We F-y cannot predia parisely when in 1901 a divi-dend can le restored or 1

the initul divi-dend amount. Flow-ever, future dividends must be supponed by current eamings, sustain-able without interrup-tion and hne the pitential for growth.

We are continuing aggressive etTons to ac-celerate the Company's financial progress. In 19no, we updated our strategic plan to re-emphasize financial re-covery and restoration of a conunon stock dav dend. This plan stresses top quality service to our customers and the imponance of team-work by our employees.

The dividend re-covery plan that we have dtscussed with you previously focuses on what the Company must do to recover full finan-cul strength. It contains vrilinois Power took major strides four primary objectives:

toward Gnancial recovery in 1990.

a Challenge the 1989

}3 Electric sales and revenues were up, E and the Company is poised to end CC rate order.

_IL a trend of quarterly operating kwses. a liring Clinton fully into rates.

We reached an important milestone a control operating costs.

in our dwidend recovery plan on a Continue to emphasize our economic February 8.1991 when an llhnois development activities.

Appellate Coun resersed kei portions in 1990. we took substantial action of the Ilknois Commerce Commission's in each of these areas.

(ICC) 1989 rate order. This far reaching decision validates our belief that our prudent investment in the Clmton RumuuRE Power Station should be fully included Recovering the Balance of in rates and further enhances our confi- Clinton's Costs dence that a common stock dwidend The c test to fully reDect Clinton will be restored in 1991. liowes er, we in rate us been a'long one, and we must point out that an appeal of the plan to file a new rate case in the first court s decision is expected. quaner of 1991 that will be essential to Financially, the Company recorded the Company's financial well-being.

a k>ss of $115 million, or $1.53 per We will ask the ICC to address the common share. A write otT of 5137 mil- Appellate Court's decision and fully in-lion (net of income taxes) or $1.82 per corporate the prudent costs of Chnton g in rate base.

common share was taken because the Pow n Appellate Coun upheld ths decision of The ICC s June 19'X) rate order autho-con n y: the Commission relating to Clinton nzed the Company to increase annual construction cost.s it considered unrea- electric resenues by 575 milhon. Even 2 sonable. By compari. son, we recorded though the order d'id not fully incorpo-1990 = ! a 51.M per common share loss m 1989, rate the Chnton investment, we found which included a sB6 million (net of it to be substantially more balanced wg than the Commission's 1989 order, income taxes) Clinton write-off.

E Ruott ,

t 4 M pated. the plJnt is pivotal to our future coal at our llennepin and llaklwin Rsstoring Shareholder Value profitabihty, and we are confident dut plants to detennine if this is an effectn e Chnton will be a strong perfonner. way to rnlaceymissions and comply Ilknois Power has an ambitious 11- "lilh the new lederal regulationn A de-nancial goal- to restore prohtabihty '

ammmmmmma '*"'n on the nust siable compliance oser the next fne years to lesels mm p nt anum wiu be nude Luer in 19R achiemt in the mid-1980s To achieve Future camings growth is ckisely tied to ,,,,,,,,

this goal. we must stnetly control oper.

econonne deselopment. And m 19M our ating and nuintenance expenses economic deselopnwnt enorts helped Changing Our Corporate Culture through rigorous nunagernent of our in 1*XK we desek> ped an Employee businhs and obtain regulatory approval pntluce an increase in kilowatt lknir sales to (ommercial and industnal customers incentive Com;wnsation Plan which of.

to fully renect the prudent costs of fers financul wwants to aH empknees Clinton in our rates We hase seen significant growth in in 19 AA we accelerated our efforts to agricuhurched busince in our area, for meeting annual performance goals particularly among maior grain proces- set for the Company These incenove r sluce expenses by retiring high cost debt and preferred stosk Interest ex. sors, and we expect substantial increases rewards wiH be paid only after a com-in cicctric denund from these customers mon stock dn'idend is restored pense on longaenn debt was cut by I rom a financial standpoint, the pnv

$N milhon. Including a February 1991 Aldmugh the national economy has gram is attnictive because it increases stock redemption of 60Niuo sha'res. the dechned. the economy in our service employee stock ownership in the Companv% annual preferred stock dn'i. temtory conunues to do relatively wen c ompany w1thout iwuing new shares of dend requirement has been reduced by We beheve the business clinute in our conunon stock. I' rom a hunun stand.

$6 6 milhon since November. temtory will perfonn better than th, na.

tional econom) as a whole donng 1991. point. the benefits are far reaching The Our efforts to control costs w cre not program encourages employees to pro-totally successful, and in 19% we expc. We also intend to capitah/e on new vide quakty customer servite, help meet rienced logher than expected operating op;mrtunities for natural gas sales in the IW0s, as oil becomes more costly and knancial pertornunce goals and ind and nuintenance expenduures. The pnwe operatmg elTiciency - the funda-higher cost.s were largely due to nuior the pubhc seeks cleaner fuels. We have mentals of g< x x1 business ice and wind stomts. a generator failure deveki;wd a gas reutah/ation program Wlule nuny utihties h.ne such pro-at our fuldwin Power Sution, and more and created a Natural Gas Dnision de-signed to strengthen our gas operations gr.uns for corporate officers and senior outages and maintenance expenses and alk1w us to take advantage of mar. management personnel,!!bnois Power than ex;wed at Chnton. wdl be one of only a handful of utihtie.s Concem alxiut war in the Middle ket opponunities that offer incenth e compensation to East sent the enure stock nurket into a MM all empk>> ees.

dechne in August. Ilowes er, during the Tins incenove Mock ow nerslup plan is final months of the year IP's stock price Complying With the Clean Air Act one &nwnt of the changmg corponne stabihzed and irg:m to chmit The the Clean Air Act tussed by Congress cuhum at Uhnon Power. We are contin-stock nurket reacted very favorably to and signed by the President in IWO ius uing to emphasize the imponat ce of the AppeHate Court's decision. sendmg major financial impheations for Uhnois quahiy senice to our customers-the pnce of our common stock up Power and many other utihties dut wly Recognizing that tha can only be ac-more than $1 in a sing,le AY. on fossil fuels to genenue electricity. We coinpbhed through complete em-Ahhough that was a good sign, we do not beheve that our stock price yet now estinute the capital cost of coind3h-ance to be between $30 nulhon an ployee involvement, we are comnuning msoun es to provide our eniployees w ah accurately redett3 the Company s s p;0 milhon over the next 10 years the tools they need for their jobs. This is strength or operanonal perlomunce. In liut we are aggressivelv pursuing w ays imponant because as we mme into a our view, the depressed price redects to reduce that cost. deca & of new optununities, competi-two facts - we are not paying a cond We woukt prefer to continue using tion and change, success will come mon stock dividend and our camings high-sulfur Uhnois coal as our pnnury inun dw conunionent of our twple continue to be constrained by a lack of fuel soune. In pursuit of thn, we wilj Out in miid we wouM k to full return on our imestment m Chnton. seek to be the host for a 1LS. Depanment These are precisely wlut we are work- um wnh Wu some of dw nulor activi-of Energy (DOD Cleim Coal Technology ties we hase undertaken in the past mg to resolve tn our plans for the future. proicet at our llaldwin Power Sution. Thb yeat And as you mad tho w[ut. we DOE fundmg would pay for up to fulf of you wW fed dw new walay at

" the cost of construcung a high-tedinology IIh""y""*C

l' Clinton Performance clean air system at one llakiwin unit. The The Chnton Power station showed Company is also cotisidenng construction Very trulv yours.

operational improvements in a number of a scrubber for a second llaklwin unit.

of areas. For example, the plant % Iwo scrubber systents are designed to reduce equivalent availabihty factor of C per. the sulfur dioxide emasions puxtuced when coal is burned.

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cent was moderately better than the a0 percent recorded in P)S9. We expect in addaion to DOE funding, we need significant improvement in 1991. favorable federal tax treatment and state Wendell J. Kelley Clinton's second refuehog outage was financial assstance to reduce the cost of Chainuan and Chief Executhe Officer completed in the first quarter of IWI, building scrubbers. It is also essennal I""

and the plant's next refuehng is planned that the Company secure favorable con. Powna for the spring of 1991 Clinton now en- tracts for the continued purchase of ters a period when it will move toward high sulfur IUinois coat a~~7I mm an 18-month refuehng schedule, This Ahhough the instalianon of scrubbers O

wiu improve the plant's potenual equiv- is our preferred complunce strategy, we I.arn D llub 1990 alent availability. llecause peak electric are also examining other options, m- Pddem denund and customer use appear to be cluding switching to low sulfur Western * * ,

growing faster than prenausly antici- coal.1hi3 year, we will test-bum WeMem releny St 1901 '

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An Aggressive Approach to improving the Bottom Line slute for 1990, compared to a loss of increasing the value of our Tj; lhnois Power is comm tied to $131 per comnon slure in F)H9.

sharehoklers' investment through Ea nings in 19W reflect an initial aher-

[ dividend income and stock pnce tax wnte-off of $3 66 milhon, or 5-i.61

.A appreciatkin, per share of common stock. Without Our financial objectives are to the elfeet of these w rite otTs, Illinois achieve within five years the level of Power earned 29 cents per common carnings seen in the mid-1980s and a share in 1990, compared to 27 cents common stock dividend level that is Ivr common share in 1989. Electric competitive with others in the utility revenues rase from 5988 million in industry. 1989 to alout 51.1 bilhon in 19%) This 1his nuv seem ambitious, consider- increase relkcts a portion of a $75 mil-ing the difficuh times we have gone lion anrual increase in revenues, through. liut, with a stable operational granted in a June 19W rate onter from base, an exp mdmg market and ong& the Ilknois Conuuerce Commission and ing cost-control measures, we are a full year of higher rates f rom the ICC's Long term Debt

  • poised to achieve the essential ele- March 1989 order.

in bilhons of dollars ments of our dividend recovery plan. Comparatively mikt winter wcather JJJW) The Company is not now paying a in Inth the early and la:e ponions of common stock dividend, but we antici, the year causal natural gas sales to fall.

pate restoring a dividend at some level liesenues from gas operations were JJJ L . j u H5 in 199L Ihis behef was bolstered by the $311 million, a 43 percent dechne from February 8 ruhng by an llhnois Appellate 1989, Gas resenues include a one-time g' 'p.W Court that reversed key portions of the croht of approximately $13 milhon Illinois Commerce Commission's (ICC) allowed by the ICC for natund gas rev-g' ,g~ y35 1989 rate order. enues (ollected, but not reported as income, since 1987 3

The Company s financial condition ,

Appellate Court Decision was negatively alTected by higher than

- $215i Reduces Uncertainty expected operating and nuintenance ed Although the Appellate Coun Ivnses and a drop in interchange sales.

affirmed the ICC's detennination that a Oi rrating and nuinterunce custs were pmtion of the cost of Clinton was un. 5366 million in 1900, compared to $323 M'k_ reasonable and shoukt not he included million in 1989. Interchange sales 3  ! in rate base. the coun ruling has two dropped by $9 million from the year

12 W posmve elements. before, panurily Ivcatbe llaldwin Umt

_ 86- s7 ss s9 po _ a First, the court ruled that the test used i a ctal-feed u' nit, was out of service for by the ICC in 1989 to determine five mondts followmg a generator failure, y%g'

  • Mnear nurmt uhether Clinton was usal and use-MM ful" in serving customers was inap-propriate. This udid.nes our beliel Sales that Chnton has lwen 160 percent Although the weather during the used and useful since it went into summer of 1990 was mikler than nor-operanon m cady 198' mal, eketric sales increased from ISB a Second. the court reversea the Com- billion kilowatt-hours in 1989 to 15,9 mis.sion's decision to prohibit Ilknois billion kilowatt-hours in 1990. 'lhe in-Power from the recovery of, crease came prinurily from industrial and eaming a retum on: neady customers.

$102 million in deferred Clinton The total volume of gas sold and pust cortstruction cost 3. tnmsported was 821 million therms in As a result of the court's decision, 1990, a 9.2 percent decline from the Illinois Power took a write-off of $1p year before. 'this wa3 due prinurity to

' million (net of income taxes) or $1.h2 a relatively mikt fall and winter and an increase in the number of major cus-per common share in the fourth quar-ter of 1990. This reflects the additional tomers that now buy gas directly from

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  • Clinton prudence write-off, rulucul b) the deferred costs. An appe.d of the pipeline companies.

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tConm court's decision is expected.

Stock Price 4L; pum m es i %g ' ' Eamings

' costs in rates and the tact that the Com-hum 'the write-off resulted in the Company pany is not paying a conunon dividend recording a loss of $153 per common oepressed IP's stock price in 1990. Our lRveoirrf g

f t stock price wiu likely remain relauvely Company's prefened dividend requhe- the ho> land hm er Cmpera_ int -

low until these issues are resobed. ment by a total of % 6 millnin annu- whith onns IM iwnent of Chnton -

Instabiht) in the Mitkile l'ast and (on- ally. 'lhis includes the n demption of reached a settlement imolung a 1988 ccm ainut a national economic down- NODE slures of preferred suwk in lawsuit The suit was initiated by tum kept the entire sttx k nurket in iebnury 1991. Soyland os er Chnton's construction and tunnoil donng the last two quarters of in another pmtive move, IP's $1ure- intluded the Company's wantenclaim the sear, causing many stocks to dcct ne. holder Servites assumed responsibihty against Soyland 'the temts of the seule-Ilhnois Power's stock pnce folkmed for administering the autonutit divi- ment beneht luth utihties the downward trend, and the stock dend remvestment and stock purcluse A case that is sull pendmg is was considered speculative by fmancial plan asailable to stotLhoklers The the llauman suit. This 1989 class action analysts tweause of uncertainties faang clunge was nude to pnwide irtter ser- lawsmt was brought by two stockhoklers the Company, lloweser, the Ap;wllate vke to shareholdeis at a kmer cost. w ho (laim that the Com;uny. its Court's detision crases some of that The Company's financial position independent atcountants, and two pre-uncertaint) and when rate issues are was also helped by nulerate capital sent and two funner ofhters made nus-resolved and a comman stock dnidend spending in 199n in fact, with the es, leadmg and untrue statements in is restored, we expect the Company's ception of mecung requirements of the IPA financial statements, reports or stock to attract imestors who recognize new Clean Air Act, the Company is lac- new s releases. The Compan) is aggres-tlut the stock is undermlued sn ely clullengmg these alleg&

and has growth potenti.d. tions The discosery phase of the Lmsua h runently muuuma Rstained Eamings NNN $hulatory matter, the The Company 3 retained Company will contest, in unirt earnings are $1) milhon after if net ewan , a recommenda-the most recent wnte-off. I' rom hon from the ICC stall that 11' this base, we ex;tet retained Oj)c)'ctljof j(ll f)(ISO, (ty? aouM not & anowed to w camings to gnm steadily donng uner /1 months of carrying 19)I and Ivyond clurges on nuclear fuel stored dunng the construction of The Company took steps to ensure the preferred divioend Chnton. The ICC n not lound will be paid throughout 1991 CA/)(lll([lll,Q //l(IT/X'l (Ill([ Oll/dOlli,Q by the stalt recomniendanon.

- regardless of how the court flowever, if it were adopted b:,

mled on our appeal 1.ast the Comnuwion and upheld in December, the ikurd of court, the recommendauon Directors declared $El milhon (ould resuh in a w nte-off of up in prefernxl dividends to be CON /-Coll /TO/ IllC(ISIITCS, llV (DP to $T milhon after taxes, paid in l*>l if the Company's hnancui condinon saushes re-qmrements established by the Views That Count ICC. The declaration of these in buMnw gwpoons daidends was another maior Iyyjgp()jg(g(gjg,yjggpggy,,7l(,j r

h.n e a way of betonung real-reas,n for the decline in IVM itv A management team may retan'ed eamings. kok at hnancial data and feel The Ikrard s action had an optimistic, but it is the siews of immeciate posithe result. regulators, shareholders and p/pyyppyfgg'ggfrg/jfijg/pjfc/ the hnanaal conununity that

$tandard & Poor's remosed the Company's preferred stock rat- can h.ne a profound effect on ing from *CredaWatch? The a company's economic stahihty, rating agency also noted the Ilhnois Power h conuniued Company's t'mancial condaion recol'c/T />[(p/, to maintaining close contact is improving and that our total with these groups during thi.s common equity base is "sohd' penod of financul recovery.

at 51,1 bilhon at year end. Duff That's why in 19>0 Company and l' helps, anather major secunties ing few major new financial obbgauons ohkers met with sharehoklers in six rating agency, ungraded our preferred oser the next fne years. c ities - Hoston, Philadelphia, smck rating. as uid hxlv's investors Baltimore, $an l'ranosco, Demer and museus liartford Senice, winch changed it' fnrn "\nsi-ble downgrade" to 2pmsible upgradey Legal and Regulatory issues Illiras Power executnes meet regu-Two law 3uns were fasorably larly with leaders in the financial com-

,,,,,, resolved in 17>0, reducing yome of mumty, and the Company n contmually the hnancial uncertainty taang the workinu to build a relanonship of trust Cost Control Company. and cslibihty with reguluors. ofhcers in an ongoing ehort to reduce ex- A UA District Comt judge ruled in aho visited major commercial and in< t t t inon penses, the Ik>ard of Drectors in !?M favor of current and fonner members dustrial customers to better understand gm authorized reuring relathcly high<ost of the Ikrard of Directors in a case their businesses and energy needs The pur;xne of all these efforts is U*0m debt and redeeming shans of preferred brought by a sn x.kholder w ho claimed suick. Helinancing and reuring debt in that certam IP directors acted in bad faith and breached their fiduciary du.

to slure current financial information and create a heuer understandmg of g

late 1989 and 17)0 lowered interest ex-ties in connection with the buikimg where the Company stands and where N pense on long term debt b) 51i mib hon Since Nosember, the redemption and hcensing of the Chnton plant. a is going ANNcA(

of preferred suick ha3 reduced the in another case, Ilhnois Power and p n m.

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e s EltlulIERE InlWIINE IWO we developed a new 1:mpkiyer CCnter for Site Selection Has 24 Hour Customer Center opens Incentive compensation I'lan to reward Successful First Year " "'k * " h"" """""I C"*P""Y M*h in an ellort to sene customers bet. #

ter, a new 2+llour Customer Center in its first full year of operation, lp's

  • M' 'l dMN Center for site 'iek etion helped a maior ""' " ""dI" U"'""" lhi'Id"Ph""" playee peitonnance and are intended answering anter began ognolon in to imnrose customer senice, operating corp > ration locate a facility in the Company's senice territor).

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g efficiency and financial wturn When the goah am not eniployees wiH n' Wittek Manufacturing Co.. one of the around the-ck)ck. sesen days a week.

world's leadmg producers of hose

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Centralizing this operation at one k>-

clamps. used the Center for Sac cation shoukt save the company more "# "[/ "'"g"' ""' "

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Selection to fir.d a suitable business than $1 milhon a year. Communications "'j

- kcation in Galesburg 'the Chicago-based company wdl create appnm-nutely 30 new jobs for the area within equipment duu w'il! soon be installed at the Customer Center shoukt aho im- ""'- f("#""hi$".$"bti

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. " #4" prove the Compam's perfonnance in e aw u ontk three years, and is expected to provide the event of an em'ergency or a '""'"

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"g spin +dT employment for at least 2,000 w despwad service out. ige- 1he new inanhw plan unnpb people in the retail and service sectors.

ments our successful Quahty and The Center for Site Selection offers

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alucuvity program. *Qp" puts into paential commercial and industrial IP People: The Key To e constnktive ideas from emplovce customers information on hundreds of Quality Service , as on improving cusanner senid ,

available business kications in our ser' When we talk about Ilhnois power, cost control and operating efficiency.

. yice territory. The center s computer- we are reaHV talking ? bout a udlection I/ed infomution system, which of gopk - aH widt dMennt ulents includes videotaped tours of the sites. and abihties - w ho are working to-allows clients to evaluate more kica^ gether to achieve common goah tions in a new hours than coukl other- h- - 'ngdoyee p d'onmna wise be visited in days or weeks. wch a ml rok' in accogMig The facihty is the only one of its our corporate mission of providmg kind in the Midwest, and it is an impor- quality energy senices to customers, in tant hx)l for attracting nujor customers to the areas Ilhnob pow er setVes.

I'or the Company, that translates into higher sales ansi increased camings. I'or

~ W.M the communities in our senice territory, .- -

drawing new business to the area means ul.}: h more kdis and a stronger economy. <

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M "1990 ANNUAL "A '

. REPOR1

s A %gmypqppJ] , ,

m or,e,uu,ees Rising Electric Demand Presents

wp>rn- va Im1km Ir an Opportunity and a Challenge t Natund Giu Od M l j s0 h f^% ne of the key eletnents of

\ m 7hm 1+ . Ilhnois Power? (hvidend Measuring Success O' - - - - - -

T V

recovery plan is to sell

, more energy. In IN the L/ firm peak electric denund of neaily .4 2 milhon kilowatts set an all-time reJord, and customer use is grow-ing faster than previously anticipated.

t.o meet our customers' energy needs, Equ

""'V "I(udem h"" " CU ""avaHabdu)

I Cf PI d"l' "" "P-is one nwr

"'""I ""b""I"I'"""I I" ",xdJ*in makway W out outtuxhng per(owdtornunces.plants and the to:

Chnttin nucl ear p! ant s M{uiMllent avad-Aluy nacxd the Company's sin power stJ',R)ns gen--

Wah the mention of the Baldwin Firm Peak Demand

  • erated a net total of IM hubon L0o.

Pown 5tauon. the etimvMt nt avahalid.

In duid%Uxh of kiloW,iti.s ga((.})ours o[ plc((ncity gn }O'>t). The it) of the Company's coal-f. ired units Chnton Powet Station p' rtx!uced .41 bil-ranged froin M N igcent to 81 ' twn lion kilowatt-hours for Illinois Power 3.2D- '.{/Ap cUslothers, an impros efilent over the Y 9d* ** "l*\ ** "WMMY of N gmm was kywer than ev

' 6 bilhon kdowatt hours generated in

< rm 19$. IIW b)%O"Iueled plants provided

UV4). - ,' WV *g I"F **' I*i"M "'". of smcc for hs e 1,4 i bilhon kilowatt hours, down from nionths kaux of a genenum f adum, Iil bilhon the year before g7pj, for our major coabhred umts niuiv-A growing electric denund presents alent anulabibty w as reduced due to the Company with an opportunin and "wgj a challenge. It gives us the opportunity the Baldwm outage. as crapng '%

percent for the year, compared to '93) to buikt a solid finantial f uture. But to

  • accomphsh that, we must meet the lwrtent in 19M challenge of operaung euellence. Baldwin returned to full senice in 2,m. Since power generation accounts for Novemler, w hich helped offset the de-66 87 NN N9 fr) the largest cost of prosiding electnaty chne in power generation capacity re-to customers, the operating perfor- sulting from Chnion's second refuehng
  • nimomb tnance, outage lhe refuchng and maintenance ein mpwo nunce of (P's power plants ts a critical component el financial recos erv. outage began in Octoler and is sched-v Wir w

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a .

e 4 uled to le completal in .

1 the first quarter of IV)l.

I Although the refuel-ing kept Chraon out of ,

service for most of the ,

- fourth quaner, the- .

plant's equivalent asall-abihty reached 4 ' per-cent in 1990 - an improvement over the iO percent in 1989.

During Chnton's re-  ;

~~

i fueling outage, one- '

third of the fuel . .

bundks in the reactor core were replaced.

Corrective and preven-tne nuintenance was . . .

aho pertonued, and -

modifications were '

nude to enhante the l

. 4 .

plaris performance. ',.

The plant's second n3 .,,c ' ,' ,

fueling was completed -

in the first quarter of '

1991 and is scheduled '

j to be refueled again in . ,

the spring of 1991 The ~ ;-. ..

~

~

u plant is mosing toward -

'#' " ~

an 18-month refuehng , , '1 , l' .

cycle - the nonn for 33 .

o mature nuclear plants, ' '

q This should increase ju 4, , a '

Llinton s equnutent '

4 availabihty and keep -

g' the plant available dur- -

'=

ing the summer months, - - - - - - - - - - - - - - - - - -

N - - - - - -

when electric demand [ ,

', g 4- ,

from costomers is highest. Clinton has clearly P . Ced.nrod penser devede predes meet u pereom H m Heced set a course for im- ,,,,,g,g g, p,,,,, g g,,gy,,, , g y 4 Plant Operations $ il n-operehr et m homa Per suasdeseners e soevent h emners eshed M e W W h W ehoherc 4 The nuclear industry regularly mea- tinue efl6ns to meet sures a number of factors that indicate and exceed industry ' " ^

whether plant.s are being operated averages for all nu-safely and etTicientiv And for fas,sil clear performance plants, striking a balance between indicators while remaining conserva- mine if this is an ellient way to re-operational perfonnance and environ- tive in decisions affecting plant safety, duce sulfur dioxide emtssions. In 1991, mental responsibility is a sign of success. additional test burns will be conducted

"""' at the llennepin and llaktwin plants.

888'MN The Fossil Plants One of the Company's environmental Clinton Power Station I.imiting fossil plant emission excur. gmh is to find safe and useful ways to During 1990 Clinton continued to sions"- the shon periods during test, dispose of our hypnwk. cts, and the exceed industry perfonnance in several ing or start-up w hen visible emissions llavana plant contributed to that effort.

key areas. l'or ' nuclear facihtieN a low are more than clean air standards allow The plant began bummg oil colk cted number of unplanned automatic reac- -is a measure of the Company's envi. f rom Company garages, gas storage liekh tor shutdowns - or ' scrams" - indi- ronmental conunitment. In 19R emis. and Clinton as a part of its fuel mix.

' ates the plant is being operated safely c sion excursions fell wel! below the Illinois Power aho continued pre.

and efficiently. In 19W Chnton experi, target set in the strategic plan ventive maintenance programs at its enced one unplanned automatic reac. At the llavana Power station, the five fussil plants designed to limit out-for shutdown, which is better than the plant's staff detennined dut by staggenng ages and teduce operating and mainte-recent industry average for imiling the start up of fans on a coal-fired cy- nance expenses.

water reactors of 2 I scrants, chng boiler, emissions <.ould be reduced. One successful example is the tube iWson A low gross heat rate is another per- 'lhis innovatne idea ncsulted in a 60 per- leak prognun. Since it began in 1989, .

fonnance indicator. It reflects emphasis cent reduction in emission excursions. the Companyiloss of equisalent avail-ability due to tube leaks dropped from C""*

on thernul efficiency and attention to The Company is aho working sery detail in maintaining plant systems. hard to reduce oserall plant emissions about 45 percent in the mid 1980s to about 3 percent today. That translates g

Clinuns gross heat rate for the year The llennepin Power station began into a savings of approsnuately 513 N

was better than the recent industry av- hunung a blend of low-sulfur toal and erage for boiling wuter reactors. Illinois coal in a pilot program to deter- milhon a year Assat

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Bakmcing Congress Passes Clean Air Act in Iwn. Congrew passed a new clean air law, lhe incas' ire calls for further reduc-tions in sulfur dioxide and nitnigen oxide e emissions f rom coal-fired power plants-

'these gases are suspected ol causing acid rain, and the clean air law requires that by IWS tilinois Power cut annual sul-

= 1 ,, '

fur dioxide emissions

, m by half. Ity Juni, emisstons will hne tren cut by a total of 4

M percent.

llecause about 9 three-fourths of the electricuy llhnois 4.Q%jhg

"+r j( Pow er pntluces is M ;i penerated by huming (s high-sulfur llhnois coal, complying with these new require-7

(;; ments can have w Mo - maior financial imph-p 4 _yi o s i' cations for the

+

..gdj3 da Company and other coal-burning utilities

~ ~ ]F3 -

across the nation.

The estimated cap-ital cost of compli-ance will be between 5250 million and 5150 million by the y end of this decade.

However. w e are ex-

%eafq w".m%gj y . ,$p

,y 3 , -J amining ways to re-a r . v4 ( y.~ A a YW- 2 duce that cost, includ-ing possible participa-tion in a l'1 Depart-ment of I'.nergy (DOD cle.umul pnvxt.

-y 'g oing business without y  % bruising the environment.

r o it s a delicate balancing O act, but at Illinois Power Our Compliance Strategy As we behese economic Recognizing that Congress was pre-success and emironmental leadership pared to pass cican air legislation in are compatible goals 19'n the Company began studying possible comphance options more than a year twlore the law was enacted.

This comnutment goes beyond 'llhnois Power will remain flexible g mi, merely complying with clean air re- on how to comply with the clean air Po* " qmrements it demands that w e limit law. One option is to build scrubbers counsy the environmental impact of our ac- at llaldwin, our largest coal-fired tions by reducing fossil plant emtwions, power station and. therefore, IP's E developing clean-coal technologws. re- biggest emitter. Scrubbers work like chemical plants, remosing the sulfur t990 cychng. and findmg innovath e uses for our hypnxtucts. It means being part ut dioxide produced when high-sulfur men : the environmental solution coal is burned Rarner

a, .-- e a Competitive Edge and a Corpomte Conscience if DOI: funding is made available for nated the headhnes in 1(Mt it was not that spinvns teseau h and pubhc edo-this project, the Company wouki con- the Company's only em uunmental mn- cation 'lhe ohinute pul of thn group tract with lialxuck M % ticox. an engb cem. lihnon Power trgan ,es eral new is to lirni long term w ap to deal w tth neering and construcuan linn. to progrants and pursued a s anety of es. chmauc dunge.

desclop and test a unique clean air syv tabhshed projects that will f urther our environmental goals. M'"

tem at one haklwm unit that cook! ch'm-inate nearly all sulfur dmkle enussion' Tire llurning: The Company re. Environmental Responsibility from tlut unit cennt a grant from the sute of Ilknois to 'there is a cenain syncro in protect.

'Ihe capital owt of the proicct is test Inun a bleixl of shtakkxl tues and ing n.Hural tesounos, wluIe at the same atxiut Uto milhon. and llaimk & out in two llakhsin units lf the pn wet time desekiping areas for the pubhc to Wikox will apply fot IX E clean coal is suuessful and dnearded ures tranne enjoy. And these n no triter example f unds to pay for up to one-lulf. We a regular pan of the fuel mis at llaklwin, of tlus than the -Orchid Ililr proret at must also secure competitise pricinM milhons of scrap ures u >uhl he clunb the Vermikon Power Sutnin for high-sulfur ctul, clunges in federal nated each year. This would help v >he For decades the Company has aire.

tax law > to reduce the cost of comph- a nupr sohd waste dnposal problem- lully piesened a unique habitat tor six ance. and favorable state legislation that Recyclingi Ulmon Power lus em san'enes of native orchid 3 on the lunks will allow the Company to include in lurked on an amessne company. of the Yemuhon Rn'et, in 1% llhnois rates the cost of buikhng the scrubbers, g, g.cychng efnia in FM IP ' P(mer dedicated the Oiclud Ihil site to We are working to achiese these re" recycled nuwe dun 6 mihuin piunds of the sute of Ilknon as a Natural llentage quiren ents because scrubbers ofler scdp meul such a copper wne and laixima:L sescral advanuges This eqmpment old imn pgs, in adthnon to recyctmg Sharing our lat ihties w nh the pubhc woukt allow the Compmy to (onunue pc r and meuk such as aluminmn is nothing new1'lhe lakes the Company using high-sulfur ilhnois coal -- a 't he Comruny is also ehminaung the buik at the Chnton and llaklwin p>wer nujor component of the state 3 ccon' ase of most thloroHuomcadwins plant 3 are usnt as conhng splents llut omy, l'inancially. thn i3 impntant be' which are suqrcted of danuging the rather tlun using the water solely for this cause power generation with kically canh s omne layer. purp ne. IP leased the two lakes, toulhng nuned aul costs less than other fuel in ncogninon of our estemne in y, ?po acres, and the surniundmg land opdons llhnois' ynt coal deptsits help clm eHoitx the Company w as hun. to the sute Delurtment of Conservation reduce the cost of transportmg coal to ored wuh an amud indthe Ulmois for deselopment as rnreauon areas.

our power plant.s and provide the pecytijng 3ssocygon the assocuuon llundreds of thousands of rople usit Company with a rehable and abundant nost the Company's mnovatise tem these areas wh year, and inth the fuel source. And, these mmes are chng acth nics such as donaung udt Chnton and llaklwin lakes among the Companyis largest cu tomers wood piles to the Ulinon Depanment are conslenxi to oder Ahhough scrubbers oder certain of Con,crvauon to make gates and some of the let benefa.s, we are also consklering other compliance opnons These include the fences; recychng concrete and asphalt fi'hi"8 in IUHuh

-AG i

which is ennhnt and mixed with new combined use of scrubbers and low' nutenal for nud constmction. and cob '

' ' /^ U **[Y"

'( 7'D sulfur Westem coal, or switching to kcnng used motor oil and ming it as a -

low-sulfur nul as a prinury luel at se* fuel source to generate electricity, eral fossil plants Switching to low +ul' heard ud Adm'am Uhw ~ -

for coal could reduce or chminate the significant capiul cost of bdhng Power is conunuing to pnnide in. "

M sembbers. A linal decision on the let brmsm Amt dem a to option n expected to be nude in IWl' unh Wa ofmroughConhress and reg-t e Coahuon useuse for Aad Rain 1:quity, a .h j The Hennepin Project "?"kT "%""'d""" *"

Lompam helped create. -

T,t The Compmy is . spearheading Dunng die In2nd ses-the deselopment of clean-coal technol' sion of Congress, the D +

ogy with a proget at the llennepin Com um wdlwork Power Sution. lor c unges to the  !

This $17 milhon federal ox law s + .

enurely by federal, sute and proicct industry- funded that will help m bq sources - began testing a pnx ess last lower the cost . I December that remoses nitrogen oxide of Complying -h and sulfur dioxide from emissions wuh* w uh the Clean . .% 9 ' 3-k" out the tne of scrubbers- Air Act.  ; t; ) W moi, this state-of the-art pmcess is de- We w 01 al'" V signed to danmse nitrogen oxide

  1. r i *"

emissium by 6n percent and sulfur continue our acth uies wah j $b5 coupov -I i

dioxide emissions by 5n percent. the Coahuon ,

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g on Global #

""""E Wanmng a 4 1999 -

Environtnental Leadership hminess &a f ,

Ahhough dean air legislation domi. organt/ation

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,. Reaching Out to the Communities We Serve

] - J J y' C s, .- .,

'9py y p>g"lyjp1{Mtp ",* our cu'aomers to de-

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tennine ways IP could respond to their needs and those

.. { g 7. e 3- j? ri PQf .@*gLl.gj of the co!Mmunlly.

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\h; strengthened our

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g, g% %yc g3 comnutn!ent io conununity involve-ment and the c

' D*%g 2 7 a premise that the s

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'm' yM N f-3Y Company's financial success is tied to the

- -."(),,y}f g' >q'j.(pQ- f,{ g h(g(%

f .J ' L a$ g',b) strength and vitahty

, y4f$g of its service area

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  1. - N IIUpn}vilig our cold-munines also k j, a f Itnproved the eco-

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[ senice area and our Company.

In IVM, the Com-f(

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pany s corp) rate ett-12enship [oCused on c a four bnud areas -

Q 4 @l customer assistance, service to the colH-

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munity, education

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and environmental responsibility.

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, 4 Customer 4 .-

/ Assistance

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(

., Mhen winter

' S4 comes to Illinois,

' h - ' N g' ,W) } comeS a matter of

'f staying wann be-

/r:.d survival for solue

  • people. As a utihty d]y that is conscious of

\

J "i .. . social problenw. the

, 'bjf81 Company believes it

- < has a responsibihty to help those in need, and that's why Fourte.yesers ai awimmensory. the new Warm Neighbors fund was scllsesaa llerthern NHeen tellestes

[f]orporate for lllinois citizenship.

Power that means created as a program of the Energy mene for the new warnimmsteers Fans t giving something back to Assistance foundation.

inesses et tuvias hohen, estts ter 1 the conununitles in which Wann Neighbors works through kical

%, we do business. organuations to offer people with finan-s ,

m ans armtv ' cial problems short tenn help by paving V . seren es IP enviepees. One reason the Company is committed to community involvement is yvinter heating bilk, up to 591 'the land were amens the 2casessenes one beamse IP and its employees are an w supported by donations from illinois e,e,me i, s. ,,e.

integral part of the areas we sene. We Power stomers and a SinWD match-share common goak, challenges and ing contribution from the Company.

concents for improving the quahty of hfe. In the first fund-raising campaign.

..I L 5 odon -

s

^" " """ " "'

' P u ra .

Emplo)ees not only hve and raise

. . tributed and pledged $2 it,mo to the

'co ninn famipies in our servu e temtory, they Wann Neighbors' fund - making it

~

' ' onam ek tune, und and en' one of the most successful heating a+

12 "ergy ". to dherse community progrants, sistance progrants in the count 1990; - causes and organizations.

s ,

'The b w hionce foun ation

- Anepi .

Reaching out to communities meant was create,d by IP in 19H2 with a

- something new in 196 We surveyed 5250,mh grant. While Wann Neighbors J

e .

a; kite,wes a short term piohbu the MWl'8 leam more ainut how utihty rate , are foundadon also proales a lonwtenn Educational Programs set through a pnigram calkd "The appnudi to lowenng ener y costs' M Mwm comph M dw MW ltdansing ;\ct." And our starship the foundation oilers a inme co mon nodW n now immmm ui I "" 8Y """ '"IC'v O' V P'"8'""" *'

weadwrifation program to hand" larm elementary students about the om mais Wmm dm dw Womin cappgi mdividuah and senior cairens - g(gm.chiMnn I""d"*""'"I' "I "' ""d 8 CICC'"' '"I_C' Y '

on a hwd or low income Community m hi hme b a d m 4 Ih' '"*I""Y "I" ' 'l""'" " V"'i"D volunteers provide the labor, and the of quahty cluktren's programming on M mi W 4 d k Gim ouhhc television stanons.

. foundation pays for the nutenah pany supports a number of educational '

,lhrough this outreach, more than 1910 m . To incicase pubhc understandmg of aumes have twen weatherited energy hsues, IP pan des sduuh .ud Since nure than a quarter of the pop-hmsom h b u M 6 m uimnumny gniops w nh meew to an ulauon in lihnois 1,(m er 8 serthe terri-h m hu % dw dw mihim extensne vkleo and film hhrary, a d M

  • dmm q m &&

tory b mer the age of % the Company y .g sps aker , Inucau, tours of Company oHers a varictv of programs atxl senices g, g . power planh, the Uhnois Power for okler aduhs. One of the most suc-9 Visnors Center at Chnton, and a unicy m g g gg cessf ul b the Gatekeeper prognun gg g g of odwr educanonal remortes Uh"I'I UW '"""Cd "T'nurwnds pp Dunng N, dw Wmpany inuu are :) ta t i tl I tr i couraged to pay specia auention to gnunydw Company (ouM dmlop to qu M a p h W m [u m un &

awht m nwenng dw Wouak vul nmh vgnN to MunuW inww4 m waang okler adults who migla need awistance. "

i" N """'""""E '""""8 8"""""""

Nnce the pn> gram began in M'. IP em-ployees have referred nearly %) okler . One of die prognuns whit h wiu he As pan of the aunp.ugn against dmg customers to area senice agencies, The unplemented on a pilot basis in IWl, abuse, IP created an, anti-drug educa-

'C"d6 IE V"h'ateers mio Dec.uur's ninth tion program for lug school students, Ilhnob Department on Aging presented gode clawnxuns to encourage thne w ha h n pwwnted in awoaauon w uh the Company with the first Gatekeeper Prognun Award m IM in retognition students to stay in x hool Tlus pur the annuaghwouri VaHe) Lonkwnu-

' of IP's service to the conunumty. gnun uses wabhk aunplo to show ILisketball loumament. Pronunent students wh.H they can ex;wt it dwy high x hool and college to.n hew, as genuines drop out of school, well as nauonally known sport 3 figures.

Service to the Community The abihty of local educanon sys. uut schooh and instruct students about k '"' '" " #CI *" " * "8I " """" "'"" " " "" "" "" " * " 8" llecause Ilhnois Powcr's service tem- needs can dmsdy adect Illinois Power. strong. (usitne message s h"ta) ou

%edom, when we comnhum to dw dmp and my in shul ~

( st i rs ; ;i ft ;by duo" ion"nonunun"v "e 9x auir ^n* =hi~nwn"~we am im ed on a mma m utempsyces inmong in the Company s luture. the Company n nukmg a posiuse dif in their area _

Tint's one teamn IP en Enok Pown b lwiping Walwn fewnce as a good corporate citt/en courage 3 employees to tw-come communtiv ii i i l i si pn>

Z"=ca":

andioheipempa -

KBSLEAlul

-a THEDANGER0FDRUGS?

r

- ' "N' {t-l connect with organi/.uions that need their skilh. .,, g Illinois Power lus ongo- -

C " . . .

,a4 4 ing Consumer Adytsory i W d

af Councih in Champaign- l Urbana and llelleville. im .

/! p~ O These councih are corn-prised of customen who V  !

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meet reguiady to dncuw  ; ,,

u nwmer and Onn;uny iv ,@' $= -P r- r-

, / .M '[ ]i sues and s qgest wa)s the j ..

{'

i Compan) might address  % * ,1 speci6c customer needs. . *)  :

a," Crime Stoppers' b a mmunarenxe onewd h'f. w[

L n

h._.g g- g~ ey .

it t it th I lic I _ . . _

to pmvae pohm mdon. a==u_ a;m== "m' m.= me; _

lornution to help sohe - * * " ~ " ** " " *" " ~ ' * ~ * '

  • t L ma crinws,'lhe Company supports diis program by m ~

5000ESTM0liDlWrd

~ m ,--,

irKluding Crime Nopper COMPANY notices in our hiH inserts and pnducing sideos , . .. .. . .

g to be used as pubhc ser. 10 help fight drug sbuse seieng toenegers, Illinois Power l ,

'I990

\ ice announcetents on sponsored a drug odesation progreat that links e baskethell skills clinic 3sye4i.

cable televisiott - for high sehest studente with a message le " stay off drugs and stay in scheel? g e

pWS w $rmbM n .R fi @ g p a '_ @ , @x .dv.6% .

Nattllrll Gas:

A Premium Fuel, or the Future fd he pubhe's growing $13 million for atural gas revenues collected since 19W', but not reported

[ envtronmental concerns hase again focused attention as income, pending an ICC decision y@ on natural gas as a clean, following a reduction in the federal A safe, plentitul and cost- income tax rate, effectise fuel As a naturst gas provider, Natural gas sales are seasonal and this presents Ilhnois Power wah new highly weather sensitne. With rela-opportunities for financial growth. tively mikt winter weather in both the Since forecasts indicate IPA gas h>ad early and late months of 10u0, residen-will stay relath ely stable in the years tial gas sales dropped IU) percent.

ahead. new appli- Includmg the gas transported for cus-cations for gas will tomers, commercial sales dropped 116 trcome increas, percent, and industrial sales fell 2.3 ingly imponant,

~

percent from the year before.

SlHnuldlell hr Hen' Therefore.in i990, the Company began developing Changes in the Gas Industry a Gas utapuan Twa nents n W made natual leCbHOlUnieS a dil($ ellVO'0HHiellldj Program designed gas a more imponant fuel option.

to strengthen the Iraq's invasion of Kuwait increased the gas business and price volatility of crude on. because set a course for fu- the l'nited 5t ues impons about half of bCHP/i/S, NdllHTIl gds iS its oil. mostly from Middle Eastem tore growth.

Illinois Power countries, public concem over our na.

- i has Irgun imple- tion's dependence on foreign oil was hCCOHling d lWellliHlH} llc l}0l' mentnnu the pro- heightened.

gram this year. The other significant event was the The first step was passage of the Clean Air Act. The new to establi;sh a federal law makes natural gas an alter-

- thejillHre. All(l dS U lON'-COSl SUS Natural Gas native fuel for a number of applications Division within the - from replacing coal in electric

,, . Company that will power generation to replacing gasoline

/JTOU$(lel; lllUlOIS POU'er IS be accountable for for fleet vehicles.

the financial and The law mandates that tket users in operating perfor- 22 maior cities irgin switching to clean

" " * "( W Y"' ("*Y "hid*? in the late 1% hen

/>0SillOHCll10 Cdf)ildli:e OH lhCSU busmess. This though the company's territoy is out-new organization side these urban areas, we are studying will do long range the possibility of corwerting fleet vehi-and short range cles fram gasohne to natural gas. In ad-HPH' Of>fX)flH Hl/IPS. planning, identify dition, a number of metropolitan new markets and transponation systents are considering further develop natural gas as a fuel for city buses.

existing ones. Some commercial and industrial The gas revital- concerns are tuming to natural gas for ization effon will help the Company cogeneration and independent power fully utilize existing resources. Illinois pnxluction. Natural gas-powered air Power has access to five interstate pipe- conditioning systents are also gaining lines connecting the nation's m.nor gas favor for large industrial and commer-suppliers to the Company's eight gas cial facilities.

storage fickis. These resources allow IP As demand for electric generation to buy and store gas during the off sea- increases and peaking units are needed.

son, when prices are low, and call gas turbines will be an attractive option upon resenes in the peak winter for many utilities, including IP. Natural months when gas is more expensive. gas is also twing used with coal in some in 1990, the total volume of natural industrial and electric utility boilers.

I u isots' gas sold and transponed was 821 mil- stimulated by new technokigies lion themts, down 9,2 percent from a and environmental benelits, natural gas pon, year ago. Revenues from the sale of is becoming a premium fuel for the fu-l - M"' ^ " gas and gas services were 5311 million, ture. And as a low-cost gas provider, l .g a zi.2 percent decline. This resenue fig-ure includes a one-time credit of about Illinois Power is positioned to capital-ize on these new opportunities-

Assun t Ratoni l

- - - ~ - - - -

x ., , , . _ . . m.%.._ . _ . . _ ,

! h', td : t

'. g .' 1 , j -[ 3 ; l i- -. k 4!

Wendell]. Kelley to Retire

] " n the late 19-10s America was Under Mr. Kelley's guidance, llhnois Table, an organi/ation comprised of moving into a new era. The Power has gnmn into a major corpora- chief executtw ofhcers of nujor corpa nanon was buikhng a peacetime lion with assets of $53 bilhon ikcause rations in the state. lie aho sen es on economy, and a generation of of his sision, we are positioned to cone the boanb of ses enl industry, banking.

_ young people entered the pete in a rapidly changing industry and insurance, profes.sional, chic. charitable business worki. Wendell Kelley was tecome one of the nation's top utihties and rehgious organizations.

part of tlut generation Dunng Mr. Kelley's tenure, the Com- As Mr. Kelley's retirement appnuches.

In !919, he had just graduated from pany built four large coal tired generat- the highest trilxite we at ilknois Pow er the University of Ilhnois and joined ing umts - three at llakhun and one at am piy him is to strhe to uphold IC Mgh Ilknots Power as an engineer, it was llavana - mote than douhhng IP s gs n- standank of integrity and professionaksnt the beginning of a atret r that spanned crating capacity at the time The Com-tour decades with the Company and took him to the highest leadership role pany aho conipleted the Chnton nuclear plant dunng a time of rapidly changing g; ya m pg p . 'l

. y

- Chairnun and Chiel F.xecum e Otlicer.

In, lune, after i2 3ears of ,senice, federal regulations and spiraling intla-tion, which fonut some other utihties to T i.[9

- 0, . g( '

Mr. Kelley will retire. This is in an or-dance with IP's long standmg policy of abandon nuclear construction plans !4 F - ,y /

Mr. Kellefs contribouons have aho  ;

nundatory retirement at age 65 for been recognimi outside the Company. ed@. i.

Company officers in 192, he was eksted a i ellow of the y e Ahhough Ilknots Powvt will expenence Institute of Ekttncal and llectroniss Engi- g a transition in leadership, the contrihu- nwn. %is is the Insatute's highest mene tions Mr. Kelley has made will endure. hership level and is confermd only on for 25 years Mr. Kelley has served as those with outstandmg quahlications and the Companis Chief Executhe Otlker. extraonhnary perfomunce in their fields.

In 19(4, the same scar he was eketed Also a lea' der in the business com-to the board. Mr.14elley treame presi- munity. Mr. Kelley sened as chairman dent of the Company. In pC6. he was of the Nanonal llectric llehabilav elected chairman of the board, and Council and as president of the llhnois functioned as chairman and president until April 1989, when I.arry D. llaah Sute Clumber of commerce. lie is a member of the likson EkTtric Insututeis p , ,,,,, y became president. Sinw that time, Mr. Iloard of lirn tors and h vice chair. _

Kelley lus been the Company's chaimun. nun of the llhnok llusiness llound tcMN Wendell J, lteiley, -

Chainnan and Chief -

Execettve Officer -

Principal O 'icers WendellJ. Kelley, to tarry S. linxhky, i2 Itobert A. Schultz , so Chainmm arhi &efhvet utue Oficer Vice Pn sident Tnusun r Ymployed IU +4 RespumthleJhrengmcenng clatnc i&; onsilieJhrfinancial matters and sujYJs actu'utes and nainm! pas rtd m magement larry D. llaab, 9 Pnsident L lo d 19i M No W b>m Risp msWefbr cu vtomer sen 1ce. fin, vt. Wilfred Connell, ;3 llodney A. 5mith, H ctalmatten math tmg ngulatory Vice 14csulent t ke i4rshient affimt nuclearpruergenenman Regunsthiejbrfsilponergeneranon Resp msiblefbrpuldic afimt 4xal mancis andpuldic alkun Employed pN 1 mployed 19M Employed 1965.

larry I. Idlem an, 52 leah Manning $tetzner,12 Charles W. Wells,5b t ke Pnuden: General Omnseland Oap mue Seewtary I.recutur Vice Pnsident Restnm!hlefbr cwp > rate scrnces Resjonsiblejhr corp wate wcretarY RapntablefbrJsilgeneration. Ymployed p)on. dutus andlegal manen corfun ut and kehmcal sen ices and gas . U '

1;mployed 1950 paulI Iang, An Vu Pnudern porterJ. Womeldorff, C larryF Altenbaumer,a2 Rajnnsiblejbr ojemting duinous t ' ice President Vice Pnsident. Cinef Financial q]icer marb'tutg and annurmc det e' >pment kesjnnahic)hr em mmmentalafinn. I*

and Omindler [mployed l986 Wem phHung andplannmg actu'Hiet YnM n Respsmiblelbr acconutmg audamq. . . , I mpioyed inA i cnueass hudgeting)jnancial matter % hlY mat- b',#'O" " 5' -

r ten and corpirate det clojnuent

^

Y Employed 1970  ! "" " "

1990 l mphned inh I '

ANNeat krPont

w a;om.addL a w& &5 w.R, L  :

.n w A.

Ilicbard it. lierry, 59 (2,5) Itobert M. Ibwers,59 (3A)

TnP7 Rennd Kurutite Vice Pnsklent Retin i Pnsident and Chi <f

$.utM fp%,Q j,W & y$g CTiduvosilled and Ihnstar $0hn Coqvnuion, Luvutuc Olycer WAE Staley Akuntpt. pning Comfrury,

[ w , t Lh & Stamford, unam@tetun'r concerunned in Ikvamn iligntist and oilseal v i chemicals, metals and pnewo.

.' aerusjuce/dsji'nsepnnlucts1. ylectca ;n84.

Elected 19%

lloyd l'. Schenk,68 (3d )

Pnrident <f'the llo)d Gnnsjr, Inc.,

l' rank W. Cotoldine, 69 (4,5) dricago, # (pnnue imestmeru Chainnart of the Luvuut e and coruuturm comitmy), and n'-

Onmmince $Amencan National und Via Oran'rnan gWhuman Can Onnfenty, Chiamo, il an,v,afy,n (gin,rsillal mcuus-fjuchmmg marn$tclun'r). pgfun,r, marh terUfconsumer Elected 1988.

amlconnneiria/pnxtuctst Elected 1977 7'pq larry D. Ilaab,53 (l A,5)

F. ' '

g Walter D. Scott,59 (1,2 i 7

l pn,sideru $the Onnfrmy, P"(Mor WAI'niagt mern and k4 & 1 "g

Ikvatur. IL Senior Austin It'llote,J.L Kellogy Elected 19n Gntduate SchoolgAfanagemeru, p

4

) GroverJ. liainen,67 t 1.3)

Northurstent Unitenity, IU HnSton, IL g'

RetintiPresident and Chhi Elected 1990.

Openning OfficerVFhstIhiend San'ings and fixm Associ nion g Walter M. Yannoy,63 (2,5)

Chiamo, Chicago, IL Chainnan gMaihte Corfunman, Ub"'I*'*VilI Y^

Elected 1981.

talsen' ices comfrmy) I,'andfor-oner Prvsident and Q3kf Marilou M. Iledlund,53 (1,2) Opending OjNcer gikdr ock 6 Entutite Vice Pnsklent and \ciJcay Igt yrstjica energy ajutju clenend Alanager$Oqihy &

meru and sen'ias companyl Akuher, Inanjeraksi. Quiamo, H. y y (puhhc rvhuiorvJinn L Elected 1990 Charles W. Wells, 56 (1) wpeq Luturne Vice Pn'sident gthe

+

~)

,1 IU }& g;ngjgpy,, [htcuur, IL M f ,

W '

s Id Chainnan and(.hkfliurutile Elected 1976.

h OJ]icergthe Otmjgtny, X /A'ca!nr, IL Vernon li Zimtuernian. 62 (1,2) ihnstor of the O'rtterjor R  ;

% ggyged 19 g

< intentaHonaliklucation Resasrth and Accournitw, and Donald E. lasater,65 (l.5) lhstinguhhed Sen ice Pmfissor of Retirni Chainnan of the ikxant Accounknwy, Unitersity of and Chkf Lyecuttae Oj]Icerof - Illinois, Urbana, IL Alertantile Ikmkcorponstion, y;cc,c4 g9 3_

inc., St Louis, AIO(lxmk holding comfxmy)

Ik>ard Conunittees Elected 1981.

(D Finance Oxnnunee (2) Aadtt Committee aio r 7mdd S. Perkins,63 (300 (3) Com;wnsation and iOrx6iC actinyl Chainnan (the Hoant Negotiating Committee

'phwnn- and ChufErectutte Ojlicerof 5##

lC ou ein y ;. jegelOnnfxuds inc, Chicago. ,

il(diverstfled n> taller). g ,9 ,

Elected 1988. Committee t 1990 '

, M N N t) 4 t -

R5 Pout'

_--_ = _-_ . . . _ _ .

  • Fin 6ncial Report Management's Discussion and Analysis Reference is made to the Financial Statements, base in the March 1989 order and affirmed by the related Notes to Financial Statements, Selected Appellate Court, which was offset in part by the Financial Data and Selected Statistics for information Court's decision regarding approximately $102 concerning financial condition and results of million deferred common equity return.

operations. %c factors having significant impact ne Company anticipates that the ICC and

.upon financial condition and results of operations other parties will appeal the Appellate Court %

since January 1,1988 are discussed below.

determinations on the "used and useful" and deferred Clinton post construction common equity liqu idity and Capital Resources return issues as well as on several other issues which Regulatory Matters the other parties had raised in their appeals. In

/989 Ratc onkr connection with any such appeal, the Company Ec March 30,1989 rate order from the Illinois would seek resiew of the Appellate Court's af.

- Commerce Commission (ICC) rejected the Com, 11rmance of the ICC's " unreasonable cost" disal.

pany's November 1987 proposal for a ten year rate Iowance. Any appeals to the Supreme Court will stay moderation plan, and granted instead a one time the remand to the ICC. If the Supreme Court aflirms increase of $60.5 million, or 6.9%, that became the Appellate Court decision in all respects, the case

- effective April _4,1989, This order also included will be remanded to the ICC for further proceed.

various disallowances of Clinton Power Station ings. At that time the Company would seek inclusion (Clinton) related costs and found approximately of the entire reasonable cost of Clinton in rate base,

$2.3 billion (72.8%) of the reasonable Clinton costs would seek rate recovery of the previously dis- .

to be not "used and useful" and denied a common allowed common equity return on deferred post-equity return thereon; construction costs over the remaining life of Clinton The Company, believing that certain of the (approximately $102 million), and would propose a

_ ICC's conclusions in the rate order were contrary to rate recovery mechanism addressed to the foregone the law and the evidence in the case, appealed the order to the Illinois Appellate Court, Hird District. common equity return on the portion of Clinton Other parties also appealed. In February 1991, the which the Commission had found not "used and Appellate Court issued its decision %e Appellate useful" (approximately $149 million at December Court reversed the portion of the order which had 31, 1990). Each month that the Company is not

- found 72.8% of Clinton not "used and useful," and earning a common equity return on 39.3% of the remanded this portion of the order to the ICC to cost of Clinton deemed reasonable but not "used determine whether and/or what portion of Clinton and useful" by the ICC 1sce 1990 Rate Order Lis "used and useful" based on established pre.1986 below) results in the loss of income of approxi-standards. The Court also ' reversed the portion of mately $3.6 million. The CompanyL will seek the order which had denied the Company recovery . inclusion of the remainder of the reasonable Clinton of a _ common equity return on deferred Clinton costs in rate base as "used and useful" and will seek post construction costs after January 1; 1988. recovery of. the - previously disallowed common llowever, the Court affirmed the order with respect equity return on deferred post construction costs in to the ICC's determination that a portion of the cost the planned 1991 rate request '(described on the of Clinton was " unreasonable cost" and should not following page). None of the outcomes of these E" ## "N" "" # E ' " " *""*

oig 1 rch 1989 rate order, and after consultation with legal counsel, management be. 1990 Rate Unkr

' lleved there was a reasonable possibility of reversing OnJune 6,1990, the ICC issued an order in the -

various aspects of the order through-the appeals process. ne Company, however, reconfed a loss in Company's 1989 electric rate case apprming an the first quarter of.1989 of $346 million, net of annualized increase in _ electric rates of approxi-income taxes, or 54.61 per share. Further, as a result mately $75 million, or 7.7% ne order, as amended of the - recent Appellate Court decision, the on July 13,1990, found that Clinton is 60.7% "used Company recorded ar. additional loss in the fourth and useful" for rate making purposes, as compared quarter of 1990 of $137 million, net ofincome taxes, to 27.2% in the ICC's-March 1989 order, but does or 51.82 per share. We losses recorded in both not allow the Company to earn a common equity

'1990 and 1989 reficct, in total, the ICC's disallo- return on the 39.3% of Clinton determined to be not wance of Clinton " unreasonable costs" from rate "used and useful."

liidNoEPowra ConPANY 199h NEtk ph lj

.-. . . _ _ _ _ ____ _ _ _ _ . _ _ __.m__ _ _ _ . ___ __

On July 16,1990 the Company appealed.the dends. In December 1990, the Company's Board of June 1990 order to the Illinois Appellate Court, Directors declared four quarterly preferred stock Third District. Other parties also appealed. dhidends (approximately 535 million) to be paid on the normal quarterly payment dates in 1991 if the 1991 Rate Request conditions specified in the ICC order are met.

The Company intends to file an electric retail lhe Company has established the resumption rate request with the ICC in March 1991 seeking of the payment of a common stock dhidend in 1991 recovery of the remaining reasonable costs resulting as a corporate goal. This resumption of the common from Clinton being fully "used and useful," higher stock dhidend and the level of any dhidend that levels of operating and maintenance expenses as would be paid is dependent on three factors: the reflected in a forecasted 1992 test year and the dhidend must be supported by near term projected recovery of the presiously disallowed common earnings; the dividend must be sustainable without equity return on deferred Clinton post construction interruption; and the dhidend must have potential costs. An order would be due by Febmary 1992. for growth.1he Company will continue to rebuild the common equity component of its capital strue.

Dividend 3 ture by retaining some portion of its current As a result of the March 1989 and June 1990 earnings, rate orders, the Company's earnings are depressed and will continue to be until the effects of the Appellate Court's decision on the March 1989 rate 19MnifWm FucWJushnent Cianse Reconcilianon order, as well as the impact of the Company's 1991 The Company is currently the subject of an rate request, are trflected in rates. Ilowever, the annual uniform fuel adjustment clause reconcilla-Company is planning to file a rate request in 1991 tion proceeding initiated by the ICC in a docket

, that will address the Appellate Court's decision. The pertaining to the twelve months ended December l Company expects earnings to be favorably impacted 31,1987. The ICC Staffliled testimony in Decembei as a result of the anticipated order as discussed above. 1990, recommending. among other things, that Although the March 1989 and June 1990 rate orders carrying costs in the amount of $29.3 million granted the Company only ahnut one third of the rate incurred by the Company's nuclear fuel afDilate, relief requested, the Company's projections indicate Illin is Power Fue: Company, between August 1985 l' that current rates will enable it to meet its operating and April 1987 and added to the balance of nuclear requirements and continue to service its existing fuel inventory during the same perux! in accordance debte preferred stock dividends and sinking fund with a previous ICC order (and thus considered requirements. Ilowever, due to legal prohibitions probable at recovery), were neither prudent nor restricting the Company from declaring dividends if reasonable and that the balance of recoverable nuclear fuel should be reduced by this amount. The retained earnings are less than zero, together with the uncertainty surrounding the outcome of the March Company's preliminary analysis of the Stall recom-1989 rate order appeal, the Company's management mendation indicates that if it were adopted by the determined in April 1989 that it was in the best ICC and ultimately affirmed on appeal, the Company interest -of the Company and the stockholders to w uld be required to record a loss of up to $27 suspend the common stock dhidend. The recent million, net of income taxes. The Company believes Appellate Court decision should allow the Company the StatY recommendation lacks legal and factual to begin rebuilding its retained eamings and to foundation. The Company will oppose the Staff declare a common dhidend later in 1991, rec mmendation in the current reconciliation The results of the appeal of the March 1989 proceeding, and will appeal the ICC's order to the order could have affected the Company's ability to courts should the ICC adopt the StatT position.

continue paying its preferred stock dhidend. There- The position of the ICC Staff is not binding fore, the Company filed a petition with the ICC on up n the ICC and the ICC may accept or reject,in August 30,1990 requesting authorization to declare whole or in part, any StatT position. A decision by the and pay the preferred stock dhidend in the event ICC is expected during the second half of 1991.

additional regulatory related disallowances necessi.

- tated write. offs which would cause retained Natural Gas mke or. Pay Charges earnings to be temporarily negative. On October 24, in accordance with a Federal Energy llegula-1990, the ICC issued an order granting the Company tory Commission (FEllC) order issued in August this authorization, subject to the satisfaction of 1987, the Corapany's pipeline suppliers have been certain conditions relating to current net income, allowed to bill the Company for their take or pay cash and cash equivalents and total capitalization, costs. At December 31, 1990, the Company's which are intended to ensure that the Company's obligation for such costs was approximately $50 ability to render reasonable and adequate utility million. Estimated payments under this obligation service at reasonable rates is not impaired by the are $24 million, $17 million, 58 million and $1 declaration and payment of preferred stock dhi- million in 1991,1992,1993 and 1994, respectively.

18 hpe P6m com 19* Anm Rmar

1he Company paid approxirnately $26 million,524 impair the Company's ability to obtain additional million and 58 million in 1990,1989 and 1988, funds at reasonable cost.

respectively, related to its take or pay obligations. 1hc Company's future financial integrity de.

In November 1988, the ICC issued an order pends on a number of factors, including the ultimate that allowed the Company to fully recover take-or- outcome of the 1991 rate request and the impact of pay costs allocated to it under rate schedules the recent Appellate Court decision on the Com.

approved by the F12C. In accordance with the ICC pany's appeal of the March 1989 rate erder as order, the Company began billing its customers for discussed presiously.

such costs on February 1,1989. On December 5, Net cash provided by operations amounted to 1989, the Illinois Appellate Court reven,ed the ICC 5253 million,5272 million and $223 million for the order and remanded this matter to the ICC for years 1990, 1989 and 1988, respectively, l'unds further proceedings. The Illinois Supreme Court obtained from external sources during this three-gr.mted petitions filed by the Company, the ICC and year period totaled 5779 million, and funds used for certain other utilities for leave to appeal the debt retirements and preferred stock redemptions Appellate Court decision. The matter is now totaled $836 million.

pending before the Supreme Court for decision. During the three year period, temporary cash At the federal level, the District of Columbia requirements were prosided by short term borrow.

Court of Appeals has declared illegal die " purchase ings. In December 1989, the Company filed a 5300 deficiency" method used by most pipelines for million shelf registration of debt securities with the allocating take or pay costs to local distribution Securities and Exchange Commission for the companies (such as the Company). The U.S. purpose of refinancing high cost and maturing debt.

Supreme Court has denied further review. In At December 31, 1990, the Company had issued response to these actions, FERC issued Order No. 543.5 million of medium term notes covered by this 528 which stays. further collections under the registration and used the proceeds to refund a purchase deficiency method and permits pipelines portion of its bank debt, in October 1990, the to file new recovery mechanisms. Company's Board of Directors authorized a program Pursuant to Order No. 528. the Company's to repurchase up to $275 million of high cost debt pipeline suppliers have filed new take or pay cost and preferred stock before December 31, 1991.

recovery mechanisms. Management does not expect These repurchases will be through open market that the ultimate outcome of the ICC and FERC purchases, prhaicly negotiated transactions and proceedings will have a material adverse eflect on redemptions. For the years 1990,1989 and 1988 the the Company's financial position or results of Company % reduction in debt and preferted stock operations. outstanding including normal maturities and Capital Resources and Requirements - 1he Company has adequate short and intermediate term bank 1990 1989 1988 borrowing capacity, but restricted access to the (unnons or nouars) permanent capital markets. The Company's debt nonas. ..., ., 5 ns ms s 30 !

securities and preferred stock were downgraded by knuhmg loan agreemenn . . 77 major security rating agencies after issuance of the twrerred e ~ m m . 26 -

ICC's March 1989 rate order. After the December mal . . .. , $ 124 s los s 3a

~ - -

-1990 Board of Directors declaration of 1991 preferred stock dividend!., Standard & Poor's In addition, in Fchruary 1991 the Company removed the Company's preferred stock from redeemed $30 million of mandatorily redeemable "CreditWatch." Duff & Phelps upgraded the serial preferred stock.1hese actions are expected to l Company's preferred stock rating and Moody's reduce interest costs and preferred dividend

! changed its preferred stock rating from a "possible requirements by approximately $2.8 milhon on an downgrade" to "possible upgrade." The current annual basis.

ratings of the Company's securities by three At December 31,1990, based upon the most principal securities rating agencies are as follows: testrictive earnings test contained in the Company's Mortgage and Deed of Trust, the Company would be Duff a standard prohibited from issuing additional first mortgage ihda l Moodp & Poor'"

bonds until early 1991. Ihc amount of available nru mongage bonds . . . Imn. naa5 151515 unsecured borrowing capacity totaled 5211 million

[$g,dgy * ,

HIh [{2,3 at December 31,1990. At December 31,1990, the unused portion of the Company's total bank lines of.

These ratings are an indicator of the Company's credit was $259 million. On Jam ary 7,1991 the financial integrity, and affect the willingness of Con,pany borrowed an additional 535 million under i investors to invest in the Company's securities. its revolving loan agreement for its incentive l 1hese ratings are currently at levels which could Savings Plans, as discussed later in this captiou.

l lutNou Powth Con ANY 1990 ANNort Ruoe r h

e l , ,

l improvement in the Company's financial ficxibility ments. The Company has generally met these re-is dependent upon the results of the Company's quirements by pledging property additions.1:or ad-1991 nite request and the impact of the recent ditional information see " Note 8 - Debt Retire-Appellate Court decision on the Company's appeal ment Provisions" and " Note 9 - Mandatorily Re-of the March 1989 rate order. dccmable Preferred Stock" of the " Notes to in October 1990, the lloard of Directors l'inancial Statements."

authorized amendments to the Company's two See " Note 3 - Commitments and Contingen.

Incentive Savings Plans (the " Plans") to provide for cies" of the " Notes to Iinancia! Statements" for the implementation of employee stock ownership information related to coal and gas purchase plan arrangements. Under this arrangement, the commitments.

Company, pursuant to authorization granted by the Environmental Matters ICC in January 1991, loaned $35 million to the Trustee of the Plans, who is currently using the loan Clean A/r Act proceeds to purchase approximately two million The Company's current estimates are that shares of the Company's common stock on the open capital expenditures, which include installation of market. The Company initially financed the loan scrubbers on certain Company units, necessary to with ftmds borrowed under its bank credit agree- achieve the emission reductions set forth in the acid ments and, subject to market conditions, expects to rain section of the Clean Air Act would be between refinance this borrowing by issuing medium term $250 million and $450 million through the year notes. 2000. Approximately $400 million is expected to be Construction expenditures for the years 1988 required over the next five years. Switching from through 1990 were approximately $343 million, high sulfur to low sulfur coal or fuel blending at including approximately $10 million of allowance some generating units and the installation of low-for funds used during construction (Al'UDC). nitrogen oxide burners on several generating units The Company twns 86.79% of Clinton and would also be necessary to comply with the Soyland Power Cooperative, Inc. owns the remain- legislation. Compliance with the legislation could ing 13.21%. The Company's net investment in the result in additional annual operating costs, asso-plant and related ihdlities is approximately $3.2 ciated with scrubbers, of approximately $40 million billion, net of recorded disallowed plant costs, beginning in 1996. It is possible that some of these excluding depreciation, at December 31, 1990. costs would not ne recovered from the Company's Additionally, in accordance with an ICC order the ratepayers. Capital costs associated with alternative Company has a regulatory asset of $400 million at compliance measures not invohing installation of December 31,1990 relating to Clinton costs that scrubbers, such as fuel swhching, would be have been previously deferred and will be amortized significantly lower than these estimates, although over the life of the Clinton plant. operating costs, primarily associated with higher

'he Company estimates that $1.812 billion cost fuels, would increase. If the Company's wu be required for construction and capital re- preferred plan for scrubbers is pursued, the quirements during the 1991 1995 period as fol- Company will seek federal and state assistance to lows: offset a portion of these capital costs; howeser, it is uncertain at this time whether any governmental m m m = m financial assistance will be received. In addition, the mm"* estimates noted above are preliminary and will be TIC,%wm nmm in Cm .

  • i u e n i w e - refined as more detailed analyses are completed,
  • " ^ ~ ~

$~ 2,O Gas 31anufactunng Sites

% U  ? E ". The Company, through its predecessor com-c?,,"I7"

-m , n n m " a panies, is on a State of Illinois list of owners and operators of former gas manufacturing sites. The TTO""" = n m m ,

C,"L . " y ,[ j i Company is investigating to determine whether waste materials are present, whether such materials w,w w mmmt w m n n n w e m i * * * * * " '

  • constitute an emironmental or health risk, and whether the Company has any responsibility for

'Ihe above estimates include potential costs remedial action. The clean up will require substan-required to comply with emironmental legislation tial effort over a number of years. We overall costs as discussed further in "Emironmental Matters." cannot be estimated at this tin. however, the

'Ihe Company expects to meet its construction and Company does not anticipate that such costs wdl capital requirements through internal cash genera- have a material adverse effect on its financial tion and external financings. position or results of operations. The Company has The amounts shown in the table above for debt notified certain insurance carriers of the situation retirements do not include all sinking fund require. but has not formally filed claims.

$ liukois ensin'cutui t990 Asuru aivaiir

Tax and Accounting Matten - Many aspects of the Tax cart ings as any additional estimated co ts are Reform Act of 1986 ( Act) have affected the expected to be recusered through rates Company during the period 1988 through 1990.

These include the corporate income tax rate reductions, repeal of the investment tax credit, a Results of Operations new depreciation system for tax purposes, and a 1:arnings will continue to be depressed until corporate alternative minimum tax. 'the Alternative the operating and capital costs of Clinton are more Minimum Tax ( ANtT) provisions of the Act resulted fully reucct(d in the Cornpany's rates Il 'ngs in in an AMT net operating loss carryback in 1989 and 1990 were impacted by hight r oper ung and the Company received refunds of appruximately $23 maintenance expenses due to the Clinton tetueling mlDion in 1990 for a portion of the AMT presiously and maintenance outages, the 1990 ice storm and paid in 1987 and 1988. 'lhe Company was also fossil power plant expenses, including the llaldwin subject to the AMT provisions of the Internal Unit 3 outage. As discussed more fully in " Note 2 -

Revenue Code for 1990 As a result, the current Clinton Power Station" of the " Notes to financial federal income tax liability was approximately $15 Statements," the Company recorded a loss of $137 million greater than it would have been under prior million or 51.82 per share, net of income taxes and law. In accordance with Internal Revenue Code $346 million or $4.61 per share, net of income taxes requirements, depreciation related deferred tax in the fourth quarter of 1990 and in the first quarter balances will continue to be nortualized at the of 1989, respectively, for disallowed Clinton plant weighted aver:.ge tax rates at which they were costs as a result of the March 1989 ICC rate order.

provided. 1:arnings for 1988 were i,npacted by a (hange in Pursuant to an ICC order, the Company did not accounting for unbilled revenues and included signi-record as income the benefit of lower federal ficant amounts of non. cash items such as AIUDC, incorr.e tax rates collected from its gas utility allowance for deferred Clinton Gnancing costs and customers from January 1987 through April 1990. the deferral of Clinton operating costs.

Upon completion of the review of this issue in May 1990, the ICC allowed the Company to record the Elet;tric Operations - For the three ycar period 1988 revenues as income. The current year impact of this through 1990, electric revenues increased 19.1%

decision was $13.2 million (58.1 million, net of the components of which are summarized as I"U" "

income taxet or i1( per share).

The Financial Accountiag Standards lloard

( FASB) has issued Statement of financial Account. 'E M M.

puuhun of DouaN

!ng Standards No. 96, " Accounting for income Taxes," dated December 1987, 'ihis new standard (d'Q"ld]y 8

]: ]: Q adopts a " liability method" of tax alk>eation relating l uct cost revownn . 12 ft ) (n to transactions that affect book and tax income in Itnenue inaca ,e Neucase i . $ es us w different reporting periods. Althougn adopting this == === 5= ~

standard may result in a sip'ificant increase in assets and liabilities, the Company de not expect it to Dunng p above periods, kilowatt hour sales have a material effect on carmngs. Mandatory haw Mn auccted M,veatha, cconomk conditions within the Companys service territory and ongaing adoption of this statement has been deferred until conservation c0 orts.1he increase m sales m 1988 1994, and may be further delayed. mficcted the extremely hot weather durmg the in December 1990, the FASil issued Statement ummer, as evidenced by a 4.0% increase in of Financial Accounting Standards No. 106 xilowatt hour sales to residential customers. In (FAS 106), " Employers' Accounting for Postretire- 1989, the Company experienced a 4.0% increase in ment Benefits Other Than Pensions." which revenue primarily ilue to the 6.9% rate increase it-requires the recognition of post retirement benefits, April and increased sales to industrial customers.

including health and welfare benetits, on an accrual 1he industrial kilovatt hour sales increase was basis. The Company provides health care and life partially offset by decreased residential sales due to insurance benefits to certain retired employees who more moderate summer weather in 1989. In 1990, attain specified ages and years of service.1he cost of the Company experienced a 9.8% increase in such benefits is currently recognized as claims are revenue primarily due to the '.7% rate increase in paid. Adoption of FAS 106 is mandatory for fiscal June 1990 and the 6.9% rate increase in April 1989.

years beginning after December 15,1992. The Total kilowatt nour sales were relatively unchanged Company anticipates adopting this accounting from 1989. Volume variance in 1990 was due to standard in 1992; however, it does not expect higher commercial and industrial usage, and related adoption to have a material adverse effect on load growth.

t u oum m n c m m mo u s m R u m @

'ihe ces of meeting the Compan)% system re- _1990_, 1989 t <*H quirements was eeflected in the cost of fuel for (hullion or tiottm) electric plants at1d ixmcr purchased and inter- canain . . . .. . . . $ 301 s 3i4 s 322 changed net. Cha iges in these msts are stimmar- oas cost . . .. . . . .... (182) (203) (211) 17ed as follows. 10 H g II'"'I"rewnue Gas """"" tredit

"."" " '. ' ' ' . ., jt 3) .

1990 19N9 19hM C"'dT"'''.... . . $ 116 s 127 s IM (Millions of Dollars) (Mitilone of1herinn) f uel for electric plants 'therno nold , , , . .. .. ... . . 9H 642 669 Volume and other . . . . . .. $ (12)s (3N): 3? *thernn transported . . . . . . . . 269 2M 23%

NJSi rJESJr'in.

.. T. II $) I"'"'"'""'P"""' '

--"" =-3 7 '40)

' 30 iwer purc hawd and inirahanged-Even though there have been no revisions to nei . . .. ... ......m .. . si 50 (un the Company's retail base gas rates, changes in overall gas revenues have resulted from special l oial increaw t occreaw) . . . . . } in s-- to : (2) "

contracts with large industrial customers.1he major factors allecting therm sales for the three. year

[ Nt( E i [ ..$.Y.*.I p_ilm6 : i$ in : 14 50

__== _ - -

period were economic conditions, weather, custo.

Increew (dcocaw)in Mwn mer conservation, special contracts and gas gerwranon . . . . . . . .. .. (1.4%) (15 H1) Il.9% , ,

I N N tt r........, . . . . 81% svt ?4% **P""Y "U " "CM h ""d E"* 'C" collected but, pur3uant to an ICC order,"not "Ch Nuclear . . . . . .... m. .. 19% l%% 26%

I'lant equhlent milability reported as income from January 1987 through rossii... .. .......m.m.. 76s als 8n April 1990. 'lhe current year impact of this credit Nuclear , . . . . . . . . . . . ., 47% 40% 7%4 Was an increase of $13.2 million in revenues. 'lhis increase to revenue was the result of an ICC Changes in the alxwe costs were caused by decision following its analysis of the cu'ect of a system load requirements, availability of generating change in the federal corporate income tax rate, units to meet those requirements including the Changes in cost of gas purchased for resale are start up of Clinton in 1987, fuel prices, purchased summarized as followx power prices and volumes, power interchange mar-ket conditions and recovery of fuel costs through 1990 1989 19H8 the fuel adjustmern clause. (Millions of Dollars)

Ihe increase in fuel for electric plants in 1988 cas purchawd for resale reflected increased electric generation, primarily Cost (culuding

(N) due to the operating availability of Clinton and the .gi ['l,"['d7 f , * ," "" 8 O)' {[I' ability to make additional interchange sales. During Yotume .. . . . .. ..... (18) (i4) 33 1989, the decrease in fuct for electric plants Gamnt rewwrio . . . .m. . . 03) . (n) 13 renected reduced generation associated with iotat increaw (decreaw), . . . y_12i): 18,} s 22 beheduled and unscheduled plant outages. The wer,. wr iherm detured equivalent availability of Clinton decreased in 1989 including iake or pay . . . . . . . . 32.9 30 4< 2?w due primarily to the extended refueling and t.wiuding iake or-pay . . . . . . 27 ?t 26 0< 27m maintenance outage. The decrease in interchange During 1990, approximately 33% of total natural sales was also attributable to decreased available gas purchased w s from spot market sources and it is generation and reduced demand due to milder expected to remain at this level over the next Ave

- summer weather. The increase in fuel for electric years. Over the period 1991 through 1995, total gas plants in 1990 reDected higher fuel msts, partially sales, including thenns transported, are expected to offset by lower generation. The decrease in inter, gmw les than W per year Gas hmass mndnues to be change sales was attributable to the knver availabil.

actively c nsidered by sewral of the Company's large ity of some of the Company's generating units.

A scheduled Clinton refueling and mainte- customers and if implemented would reruit in a reduction of rewnue 'lhe Company is aggressively nance outage commenced on October 14,1990 and competing with the hypass options facing these is scheduled for completion in March 1991.

customers to attempt to minimize the potential loss in Over the period 1991_ through 1995 total pmntahuhy.

electric sales are expected to grow approximately 3% per year.

Other Expenses and Taxes - A comparison ofincreases -

Gas Operations.- For the three year period 1988-1990, (decreases) in other expenses and deferred Clinton gas revenues increased 0.8% howewr, the gross costs for the last three y-ars is presented in the table margir. on gas revenues has decreased as folh>ws: on the following page

. $ inon were cosan 100 /ML'At krPOiT '

, , - , , - , - - , , . . - . . - _ w -_w,.-.w.c,,,w,,,,, ,,,y,.. .,,v. --

_t wo 19N9, _t9a8 construction costs over a 37.5 year perimi com, (sutnon6 of none) tuenced Stub linancing costs were calculated on oowe operaung niu nn s u5 9s u Clinton deferred costs atal plant costs not intimled Alaintenant e M 4 s in gr(a(( rate Ilase. In 198H atal 19H9, (llinttin e Unan ng costs Mic c&ulaud udng a tt ol ahandorrd plant .

A Amortuaiun ot tu ru unproin int N net of income tax rate tellecting the debt artermi tam . o) o> ._ component of the Company's financing costs.

General tam . 3 (4) ii In 1989 and 1990, the reduction in NiistcHanc.

Deterred chnion ets n n (n oumet was primardy due to tht reduction in the allocation of tax benefits to the stockholders as a

'the primaq reason for the 1988 incncase in resuh of the March 198910C order that placed the other operating expenses, maintenance, depreciation Clinton plant in rate baw. 'lhe 1989 (hange also and general taics e Clinton beginning commercial tenected addidonal inteteM inconw on Muirt term operations on April 24, 1987 in addition, the investruents, that was partially offset by the Company recort51 SI15 million and $29 million as settlement of the Soylatul ownership percentage in reduction ) expenws in 1988 atal 1989, respec. Clinton.1hc 1990 thange also tellected less interest tively, to reflect Ihe Imrtion of Chnton depreciation income on short tertu investments, partially utiset by and real estate taxes deferred for futme recovery in the wulcinent expenw in 19H9 related to So> land's accordance with an ICC order. Alter issuance of the ownership percentage in Clinton.

March 1989 ICC ordet, such deferrals ceasul and amortiration of the previously deferred post- Interest Charges - Interest (harges increawd 59 construction costs mrr a 37,5 ) car period com^ milhon in 1988 and 1989.1 hew increases primarily menced. Amortitation of $H million and Sl$ million redecu d dw $499 mulion of long term debt imed was recorded in 1989 and 1990, respectively. 'ihe dudng dw mycar period at a weighted average increase in 1989 in other operating and analntenance interest rate of 9 6% l)uring the three year period, expenses was primarily due to the Clinton refueling the Company retired 5%6 million of long term debt and maintenance outages. In 1989, the Company also whh a weighud mry innw nu of 9A incurred an early retirement expense of approxi- InnteM dup deemd $20 milhon in 1990 due mately $12 million, which was partially ollpet by pdmndy to the early retirement of debt.

savings reallied as a result of the Companys cost reduction program. The decrease in dmreciation for 1990 and 1989 was due to the write otts of Change in Method of Accounting for flevenue - On disallowed plant costa recoided in I)ccomber 1990 January 1,198H, the Company began recording and March 1989. 'the increase in 1990 in other revenue for services provided but not yet billed to operating and maintenance expenses was due to the more clowly match revenues with expenses See Clinton refueling and maintenance outages, the 1990 " Note 1 - Summary of Significant Accounting ice storm and fossil power plant expenws, including Policies" of the " Notes to l'inancial Statements" for the llaldwin Unit 3 outage, partially oH' set by the further information impact of the early retirement program implemented in 1989. 'lhe decrease in amortization of abandoned plant for 1990 was due to the Hve year amortization Earnings (Loss) per Conunon Share - The changes in of the Com[any's imtstment in Clinton Unit 2 which net income (loss) applicable to common stock in ended in Atgust 1990. 1988 through 1990 resulted from the interaction of for a detailed analysis of income tax compo. all the factors discussed herein, including the nents, see " Note 6 - Income Taxes" of the " Notes to retirement of certain shares of preferred stock.

l'inancial Statements." Changes in carnings (loss) per common share also renect die increased number of common shares outstanding in each ycar. 5ee " Note 9 -Mandatorily Other income and Deductions - Total Alvi >C, a non' Hedeemable Preferred stock" and " Note 10 --

cash item of income, remaitied reladvely unchanged Conunon $tock and Retained 1:arnings" of the from 1988 to 1990 'the AIUI)C cHertive before tax " Notes to l'inancial Statements" and Statements of rate was 10% in 1988,1989 and 1990. Preferred and Preference Stock.

In accordance with an ICC order, a total of

$201 million of Clinton deferred financing costs were recorded for the period April 24, 1987 Inflation - InHation, as measured by the Consumer through March 31,1989, 'Ihe amounts recorded Price Index, was 4.1%,4.H% and SM, in 1988,19H9 l were $5H million and 514 million for 1988 and and 1990, respectively. The primary ellect of  !

1989, respectively. After the March 1989 ICC order inHation on the Company is diat historical plant was issued, defertal of Clinton financing costs costs are recovered in the Company's rates rather ceased and amortization of previously deferred post. than current costs.

uom ro n comu ino m nt su rm $

Responsibility for Information acwunung a,mnc io rstabiish a basis for deveioning the scope of the examination of the financial statercents. In

'the financial statements and all information in this addition to the use of independent accountants, the annual report are the responsibility of management. The financial statements have been prepared in conformity with Company maintaim a professional staff of internal auditors who wnduct financial, procedural and special generally accepted accounting principles applied on a audits. To assure their independence, both Price comistent basis.1hc financial statements include .mmunts that are based on management 3 best estimates and Waterhouse and the internal auditors hase direct access to the Audit Conunittee of the Itoard of Directors judgments. Management also prepared the other informa.

'the Audit Committee is composed of not less than

. tion in the annual reoort arw is respomible for its accuracy and comistency with the financial statements. In the three members of the floard of Directors who arc not active or retired employees of the Company.1he Audit opinion of wanagement, the financial statements fairly reticct the Company % financial position, results of opera. Committee meets with Price Waterhouse and the internal ,

auditors and makes recommendations to the hoard of tiom and cash flows Directors concerning the appointment of the indeptn-1he Company believes that it maintains accounting and dent accountants and services to be performed, internal accounting control systems that pnnide reasonable awurance that assets are safeguardrd against loss from un. Additionally, the Audit Committee meets with Price Waterhouse to discuss the results of their annual audit, authori/cd use or diPosition and that the financial records the Company % internal accounting mntrols and fmancial are reliable for preparing financial statements.

lhe financial statements h,nc been audited by the reporting matters.1he Audit Committee meets with the internal auditors to review the proposed audit plan and Company % indept ndent accountants, Price Waterhouse, in awess the internal audit work performed, including tests accordance with generally accepted auditing standards.

of internal accouming controls.

Such standards include the evaluation of internal s -

y [# - 'h larry D. llaab larry l', Altenbaumer President Vice President, Chief I'mancial ollicer and Controller Report of Independent Accountants Price Waterhouse To the Board of Directors of Illinois Power Company in our opinion, the financial statements of Illinois Power Company appearing on pages 25 through 42 of this report present fairly, in all material re',pects, the financial position of Illinois Power Company at December 31,1990 and 1989, and the results of its operations and its cash flows for each of the three years in the perist ended December 31,1990 in conformity with generally accepted acmunting principles.1hese financial statements are the responsibliity of the Company 4 management; our respomibility 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 reasonabic assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, esidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the

- overall fmancial statement presentation, We believe that our audits provide a reasonable basis for the opinion expressed above, As described more fully in Note 2, there are significant uncertainties with respect to various matters related to the Clinton Power Station including the determination of the extent, method, and timing of recovery of its related costs, and obtaining rates which provide adequate cash flows to allow the Company to maintain financial integrity. Management is unable to determine the ultimate outcome of these uncertainties. Accordingly, no provision for any liability or additional loss that may result upon resolution of the,e matters has been made in the accompanying financial statements.

As discussed in Note 1 the Company changed its method of accounting for unbilled revenues in 1988.

h.ek.L 0 St. Inuis, Missouri l'ebruary 22,1991

@ ittmu6 P.om cons b90 Amh Ruon L

1

  • 1 l'or the Yezni I:nded Decemtwr 31, l Statements of Income i990 3989 i9HH Operating Revenun. ('Ihousands of Dollanil'ncept Per $ hare Amounts) 1; lect ric . o . . . . o . . . . . . . . . . . . .......om..m ...... ... ... ... . $ 1,0H4,620 $ 9H7,985 $ 949.931 Gas................m...m............ ........ o,o..... ... . 311,070 324.645 334.7H9 Tot al . . . . o . . . . . . . . . . . . . . ... m..m... ....... . ... 1,395,690 1,312.630 1.284,720 Operating bpene and Tases I uct for electric plants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. ... 259,346 252.712 292,772 Ptm cr purchased and interchanged-net . . .... m. m.m.. . (21,996) (33.276) (H2.79H)

Gas purt hami for resale . . . . o . . . . . ...... . ... ..... .. ..... . 182,070 203.197 210.917 i Other operating expenws . . . . . . . . . . . . . . . . . . , . . . ..... 244,H75 233.784 224.679 M aintenance . . . o . . . . . . . . . . . . . . . . . . . . . . . . ......m..... . ..... 120,699 MH,98H H5.015 Depreciat ion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . m . . .... ....... 172,827 176.383 183.700 Amortiration of abandoned plant . . . . . . . . . o o ...m . .......... 3,824 6.379 6.379 Amortitauon of exece unprotected defenrd taxes . . . . . . . . . . . . (5,582) (4.254) -

G ene ral t a x es . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,789 123,856 127,367 Deferred Clinton cows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . o . . .... . 14,619 (20,5H4 ) (l15.345)

- Income taxes . . . . o . . . . . i. . o , . . . . . . . o ................. ..o,. 43,731 39A00 106 0H1 i Total...............................m.....o.........o _ l,!41,202 1,066,$H5 l,03H,797 Operating incorne o . . . . . . . . . . . . . . . . . . . . . . . . . . . .. ... ....... ..,

,,_ 2 54,4 HH 246,045 245,923 Other income and Deduolons Allowance for equity funds uwd during construction . . . . . . . . . . . . 1,663 1.6H9 1,702 Dkallowed Clinton plant costs . o .. . m . .. . . o . . . . n o . o .m... (160,377) (451,244) -

Income tax et!'ects of disallowrd costs . . . . . . . . . . . . . . . . . . . . . o . , .. 24,759 105,4H2 --

Miscellaneous- net . . . . . . . . . . . . . . . . . . . o . . . . . . .... ........ . . 323 14,752 60.0H 1 Total . . . . . . . . . . o . . ......m........m...........- .... _ ,133,632)

( _( 329.321) 61,786

- Income (loss) before interest charges . o . . . . . . . . . . . m . .....m ... 120.856 (H3,276) 307.709 L Interent Charges Interest on long term debt o . . . . . . . . . . . . . m . . . . . o . . . . . . . ...o.. 191.559 216,029 195,4 3H Other interest charges m . . . . o o . . . . . . o o . . . o . o . , o ........, 9,274 4,566 16.307  ;

Allowance for bornmrd funds--

l Const ruction u o . . . . . . . . . . m . . . . . . o . . . . . . . . , o m ............ (1,493) (1,503) (l,634) +

Deferred Clinton financing costs . . . . . . o . . ....o..........o.. - (13,936) (57,H2O)

Total.....o..........o............................ ... 199,340 205.156 152,291 Income (lon) before cumulath c effect of accounting change. . . . . m (78,484) (288.432) I $5,4 iH

]

Cumulathe effect as ofJanuary 1,1988 of accruing unbilled rewnues, net ofincome taxes of

$ 26.5 million ( Note 1 ) . . o . . . . . . . . m . o . . . .......o.........oo - - 31.012 Net income ( loss ) . . . . . . . . . . . . . . . . o . . . . , o . . . . . . . . . . . o . o . . . . . ... (7H,4H4) (288,432) 189,430 Preferred dh'idend requirements . . . . . . . . o . . . . . . .. ..o.o.....o... 36,839 37.365 37.540 Net income (loss) applicable to comnm stock . . . . . . . . . . . . , . . m . . . . $ (l15,323) 8 (325.797) 5 151.H90 -

Weighted average munber of common shares outstanding during the period . . . . . . . . . . . , . . o . . . . . . . . o . o . . . u . . . . . . . . . o 75,612.759. 75,052,141 70,900,081 l Isarnings (loss) per common share before cumulative eficct of accounting change. . . . . . m . o . . . . . . . . . . u . . . . . . . . . . . . . . . ..m. $(1.53) 8(4.34) $ 1.66 Cumulathe effect as ofJanuary 1,1988 of acendng

. unbilled revenues . . . . . . . . . . . . . . . . o . . . . . . . . . . . , . . . . . . . . . . . . ...., - - .4 H

!!arnings ( km) per common share. . o . . . . . . . . o , . . . . . . . . . ....o... $(1.53) 5(4.34) 82.14 Cash dh idends declared per common shart, . . . . o . . . o . . . . o . . . . . . . $. - 8 .66 32.64

  • Inchules rrterme triatalItaes tukint to custorrur billings in nu b c.f the.mes 19fX),19H9 arul 1988 in the arnount of $39,62MJXXI.

$$9,333)M)0 and $62,660JXK), res/wtitely,

.%r notes tofinancial staterner,ts u>bich arv an integmlfatri of Ilwse statements.

jlmhtufPos h COMP Ad 1990 kt.NU_A( NFPOQ

Balance Sheets Iwember 31, 1990 19#9 m.37, (Thouannds of Ikdlars)

Ottiky Plant. at original cost Licctric (inchulen umstruction work in pnyrens d 870.m6 and 8 %H.749, respecthrly) . . . . . . . . . . . . . . . . . $ 5,285.798 8 9.369.1M Gas (includes constructkin work in prtyrtw of E7HO arul 66,597. respathrly) . . . . . . . . . . . . . . . . . . . . . 478,625 499,%01 5.7M 423 5,82HAi6%

len& Accumulated <k preciation . . . . . . . . . . . o . . . . . . . . . . . . . . . . . . . . . . . o . . . .................. .... I,933,285 1,3H9,H69 4.231.138 4,438.796 Nuclear fuel in procens . . . . o . . . . . . . . . . . . . o . . . . . . . . .......................... ............... 5.609 4.03%

Nuclear fuel under capital leanc . . . . . . . o . . . . . . . . . . . . . . . . . . . . . . . . . . ...................... . ... 113,lM 1H 1,229

__4,411,93% 4 f>24 xi60 Inycatments and Other Annets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . o . . . . . . . . . . . . . . . . . . ......... 29.209 10.090 Nuclear IMcomminoloning Trust l'und . . . . . . . . . . . . o . . . . . . . . . . . . . . . . . . . . . . . . ............ ..o. 4,161_ -

Current Annets Cash and cash equh alents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .............. o ............ 19,569 66.253 Acomnts recchuble (less alhiwance for doubtful accounts of 56,500) fiervke.........................................,........................................ 101.958 93.102 Other...........................,............... . ............... ... ......... . .....,. 13.709 19.73H Accrued unhllied revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . o . . . . ..,........... 103,879 90.31%

Not e recch able . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................................................ Il.978 -

- Materials and supplien, at average cost Iunitfuel.................................................................................. 25,492 17.1 %

Gas in u .icrground storgte . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . o 16.122 16320 Ope rating ma t e rials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76.M7 71.M I prepaid and lefutulable irrome tates . . . . . . . . . . . . . . . . . . . o . . . . . . . . . . . . . . . . . . . . . . . . ............. 18.712 40,9HO Prepayments and other . o . . . . . . . . o . . . . . . . . . . . . . . . . . . . . ..........n....o.o........... ..i.. 10,552 12,423 398,848 428,40H ikferred Charges Deferred Chnton conts o . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................... ....... 400,449 415.1lb Deferred purchawd gas omia . . . . . . . . o . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 46,065 75,27H Unamortised deferred abamkmment cost . . . . . . . . . . . . . . . o . . . . . . o n . . . . . . . . . . . . . . . . ............ - 3.H24 Unanortired debt expent . . . . . . . . . . . . . . . . . . . . . ............................................... 47.357 $0.702 Other......s.......o............o........... .............o.............................. 9,499 1.4 H9 505.330 446.409

$ $,349,493 8 % fiOH,967 CAPITAL AND I.lAHIIJTits r Caphallaatkm Common stock-No par value. 100,000.000 shares authortred. 75,M 3,937 and 75,9$8.263 sharen outstanding. respectively, stated at a . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . o . . . . . . . . . . . . . . . . . . . . . . $ 1.424,607 8 1.423.230 Other pald in capital . . . o . . . . . . o . . ...s..o...............o...o ............................ l.2 54-- --

Retained earnings . . . o . . . . . . . . . . . . . . . . . . . . . . . . . o . . . . . . . . . o . . . . . . o . . . . . . . . . . . . . . . . . . . . . . . . . . 1.179 - 143,046 tran - Capital st ock expeme . . . . . . . . . . . . . . . . . . . . o . . . . . . . . . . . . . o . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,146 12.901-Total common stock equity . . . . . . . . . . . . . . . . . . . . . . . o . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.414,894 1.953,775

- Preferred and preference stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308,890 319.171 Mandatorily redeemable preferred stock o . . . ~. . o . . . o . . . . . . . . . . . . . . . . . . . ...... o............,. 140,000 ifo,(00 l ong t e rm debt . .~ o . . . . . . . . . . . . . . . . . . . . . . . . . . , . o . . . . . . . o . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . o . 2,204,055 2.351364

. Total capit alleathm o . . . . . . . . . . . . o . . . . . . o . . . . o . . . . . . . . . . . . . . . . . . . . . . . . . .... ..... 4,067,839 ,,,,4.3H0,910 Accumulated Proviolon for Nuclear Decomminaloning Trust I:und . . . . . . . . . . . . . . . . . . . o . . . . . . . . . 4.161 -

Current Liabilities -

Accounts paphie . . o . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................. 144,811 125.996 Not es payable . . . . . . . . . . . . . . . . . . . o . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . o . . . . . . . . . . . . . . o . ... 3,000 2/iOO lamg-term debt and lease obilgations maturing within onc trar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . o . . . . . 76,423 30,459 Dh tdends declared . . . . . . . . . . . , o . . . o . . . . . . . . . . . . o . . . . . . . . . . . . . . . . o . . . . . . . . o . . . . . . . . . . . . . . . 35.137 9.284 Tax es accrued . . . . . . . . . . . . . . . . . . . . . . . . o . . . . . . . . . . . . . . . o . . . . . . . . . . . . . . . . . .....o......,..... 41.107 3H,352 : -

I nt erest accrued . . . . . . . . . . . . . . o . . . . . . . . o . . . . . . . . . o . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . o 66,642 67.697

' Accrued purchased gas omta . . . . . o . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . n 23.507 27.700._

Other............. n. o.......o....................................o. ...........,...o... 28,772 4%,677 419.399 347.72%

Deferred Credha .

Accumulated deferred irwome tues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . o . . . 567.009 = $43J82 Accumulated deferred inwstment tax credits , . . . . . . . . . . . . . . . . . . . . . . . . . . . o . . . . . . . . . . . . . . . . . . . . . . 242,551 252,021 Accrued purchased gas umts . . . . . . . . o . . . . . . . . . . , . . . . . . . . o . . . . . . . . . ............. ........o., 26,270 4H336 Othe r . . . . . . . . . . . . . . o . . . . . . m . . . . o . . . . . . . . . ....................................... ....., 18,264 36,493 854.094 HNO.732 Commitments and Gntingencies (Notes 2 and 3)

See notes loffrutnstti stctisinertts it'bkb tore cart iniqYttifutrt of these slcolements.

I -

I lYbNo UhftkCOMPANN1 0[AN Nti AiTibOk

Icr the Yett, I.nded December 31, tatements o Cas -.

ows 1990  !!C9 19h8 (Thousands of Dollarn)

Canh flows from Operating Artiritten Nrt incomc ( km ) . . . . . . . . . ......... . , ... ... .. , .. . , ... , $ (78,484) 5( 2HH.432) 3 IH9,430 Itemn not truulring ( providing) cash-Disallowed Clinton plant costs, not of income tases . . . . .. 139,61H 3 % ,762 -

Cunmlative cfin t as of January 1,198H td arrruing unbilled ttwnuen not of incotur tases , .. .. . .. - - (34,012)

Depreciation and amortiration . . . . . . . . . . . . . . . . . , ,. . 17H,666 182,311 193 692 Allowance for furids usal during runstnicuon . . . ... .. . .... , (3,196) (3,192) (3.336)

Defertni tasrS on income. net . , . . .. . . .... ,, . . ..... 30,786 79.999 197.63H Deferrrd imutment tax ardit . . . . .. .... ..... .. . . . , , , (14,121) ( H,7H7 ) (60.371)

Dcferf ul Chnton ousts . . . . . . . . . . . . . . . . . . 14,619 ( 203H4) (119,34 %

Deferred Clinton financing ema , . . . . . . . . . . . . . . . . .... .. .. .. -

(13.936) ( 47,H2O )

Amortization of deferred gan tmts-take or.pa) . . .. , ... . ... 26.867 29362 -

. Changes in awets and liablittir$-

Artounta terrh2bic. . . ... . . ... .... . ,, .. .. . ... . (2.H27 6399 (2,793)

Arensed unhilled revrime . . . . . . . . .. ....... .. . . .. . . 13,964 (163H9) (13.219)

Note rn eh ahic . . . . .. ..... .., .... . ........ .. . .. . .. I I .97H - -

Materiah and nupphen . . . . . . . . . , . . . . . . . . ,... ... .... . .. . 12,904 4.416 7,714 Accounta gv>vble . . . . . . . . . . . . . . . . . . . . . .. .. ,..... . . .. . . 14,662 32,H99 11.019 Interent accrued . . . . . ... .... . . . . .... .. . . .. . (1,0% ) (9,164) 7.724 Tasen accrued . . . . . . . . . . . . ..... .. , ..... ... . . ........ .. . J,7 % 902 2372 Ot her. net . . . . . . . . . . . . . . ..... ........ ..... .......,. .. . .

J13.274) J4%3H4) Ji9,716)

Net cash punided by operating acthitics . . . . . . . . . . . . . . . . .... . .. . 292.610 272,103 223.177 Canh flown from Intentitta Adivitics Comtruction expenditurn . . ,, ,,. . . .. .. ,, ......, . , , ,,, (130,647) ( 96,7H i ) (l15.469)

Alknvance for funds u cd during romtruction . . . . . . . . . . . . . . . . . . . . ..... 3,1 $6 3.192 3.336 Other inythting activitlen . . . . . . . . . . . . . . . . . . . . . , . . . . . . ,, ...... ... ,. JI3,M3) . 421 2.161 Net rush used in investhy methitien . . . . . . .. . . .. . .. . . . . j l41,334) _ (92,66H) [ 109,964)

Canh flown (rum l'inancing Adivitics Dhidemh on prrierred and common ntock . .,....... ... . .... .. . ..,

(37.253) (135,021) (223 4Ji)

Hntemptiom -

Short 4crm &bt . . . . . . . . . . . . . . . ....... ..... .... .......... .. (37,600 (16.765) (H3,H05)

Inng term debt . . . . . . . . . . . . . . . . . ...... ... . .. ... .... ........ . (213,690 ( 22H,390) ( 230,too)

Prrferred st od . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...... . .... , (26,27H) - -

luuances -

Short term deld . . . .... ......... ... . .... ...... ..... . ... .Mi.(KM) - -

i inng term dcht . . . . , .... ......... . ...... .,,...... ... . . .. ,,, 116,200 2J3.900 2?i.(NH)

Common At a k . . . . . . . . . . . . . . . . . . . . . . . . . .. . .. , ... ... 1,377 33.44 H 91.i75 Other financin}t acthitim . , . . ..... ............ ... ... ... ,,, ... 1,244 ( 2,H l9 ) ,J 2,409)

Net cash mal in financing arthitica . . . . . . . . . . . . .. ......... ........ . __(l57,960) - 1126,03,7) (J73MI)

Not Change in Cash and Cash 1:quhulents . . . . . . . . . . . . . . . ...., ....... . (46,684) 53.39H (99 Hil)

Cash and Cash 1.quhalents at lleginning of Year . , .... .. .... ........ . 66,253 12,H % 72.706

- Cash and Cash i:quhuletan at I:nd of Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ _19,569 8 66,253 8 12 HM Statements of Retained Earnings la'"' ve a ' ad l TH ,d "~"*" %

(Thounands of Dollars) llalance st ik ginning of Year . . . . . . . . . . . . . ... ...... ........,. . ... , $ 143,466 '8 517.910 8 %4,H15 Net Income (Inw) . . ,. ..., ........ .............. ....... .. ... ......

J7H 484) 3 ,gHHjl ,42 ) - l H9.430 64,562 -- -229.47H 744,249 l4.w ,

Dhidends-Preferred stock . . . . . . . . . . . . . . . , ........ ....., . . ...., .. . 63,106 37,340 37,472 Common stock , , .... . .o .,. .. ,........... ........ ........ - 49,092 188.H63 itracquhition rosts of proferred ntxk. . . . .... .... ... . ..... ,. ,

277 ,,

_,,,6 3,383 H6L ij2 _226,M5 Italance at i nd of Yrar. . . .. ........... . ....... .. ....... ..., .,,,,,.

$ 1,179 8 144016 8 517.910 See 9' ole.t tofinancial staterm'nts uhkh arr tm integmlfw1 of lin'se statement %

ltMOH l'oitta ChukaNY[1999 ANhi[At Rrroer

Statements of Preferred and Preference Stock hertal Preferred htock, rumuldthr.1%0 par nhr (t)(1)- Authurtred $1KoJMK) sharen.

I'"'8"I*' 3 I' -

4.244.150 and 4.2H0JKK) sharen outstandmg. respecthrly 1990 19gg..

beries hharca Redemption prices (humanda of liollan) 4On 300fKio 141 40....... .. ........... . .... .. ....... ...... ........... $ 15,000 $ 1%JKK) 4.26% 1 %0AKKI ilA0 .. ... .......... ......... .. . ...... .. . . ....... .. 7.500 7,%00 4.70% 200JkK) SITO..........................-.. .. . ........ ...... 10,000 10.000 442% 1501KK) 51.40 ...... .... ... .. . ........ . . .. . .... . .......... 7.%00 7.%00 4.201 180JKK) 52 00 .. ............ ... ..,. ... . .. .... ........... ... 9,000 94KK)

H24% (K0JKK) 41 90 . . . . . . . . . . . . . . . . . . . . . . o . . . .... . . .. ............. 30,000 30JK10 7.%6% 7(OJKO %1hMS .......... .... .. . ... . .............. . ... .. ... .. 35.000 3%JWO 8 94 %(3) 964.140 52 90 prior to March 1,1991 .... ... .. . .... . ............ 4H.20H $0JKO 51.60 thensfter M(Krt 1,000fKK) { $ 3 29 prior to August 1.1992 } . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50.000 $0JKK1 t $2.29 thetrafter I IYemium on preferred atock . . . . . . . . . . ..... . . .. .................... ... . . .... ....o.... 1.167 1.l? !

Total iteferred W A k $ 50 par nlue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 213,37$ 21%.171 i

serial Preferred %xk. cumubtive, without par nlue- Author ted $JKO.000 sharen, 4.110.300 and 4#0f 00 diates outstanding, revecthriy (including 2.200JMK) and 2fKO.000 shares, reaperthily cil tedeemahle preferred nuxi)(Ji herles hhares Nederuption prices Al4) l AM0fKO l* On I, .f'h'**'Y h.' <<*<* <<< . ' '<< <<< c

$0.000 %0$MO 910,300 "Y I' lll3) ( .

hc < ' . - *. ' '* '* . . . 4%,%1%

%0JKs0 Total iteferred kxi. without par value . . . . . . o . , o . . . . . . . . . . . . . ....... .....o........ .... . 95t il5 _.100Jxo Preference Nock, cumulathr. without par nlue-Authortred $JK0JMK) nharrt none ot.ititandirig . . . . . . . . . . . . . . . . . . . ........ ..... ................... - -

Total Iveferred and lYeference Stoni . . . . . . . . . . . . . . . . . . . . . . . . . ................................. ) 30H,H90 8 31%.171 Mandatority Medeemable serial Preferred Mock, cumulathr(J)-

Series Shares Par Value 11.7%%(6) 600$KKI none . ......................o................ ................... $ 30,000 8 50J100 H 52%(7) ljN10fMO none.........o............... ..... ......... ................... 50JKno 40JMO ttJ)0%(It) 600JMO rume............o............................................... 60.03( 60.000 Total Mandatorily Redecmable iteferred Mwi . . . . . . . . . . . . . . . . . . . . . . . o . . . . . . . . . . . . . . . . . . . .

, .... l 140,000 8 160foO (I) . Rnkvnud>le at Ibc tyntion of thw Conynorzy irt udw>le or los furt at arty tirne ultort not less llutra Ibtrty days sand isol noorv Ilutre slily skays notice bypublicadun.

(2) In ihrember 1990, the ikunt of f)mrtors skrkmtiftntr quartsstyfonfem d stock cutideruh. He miesfor Ibc Adjustable Rate kvies A and is smv declarnt at Ilw truLYlmurn mte of $1.50 and ll.M$65 lNr sluYC. tvSjurfitvlyfor nub of the kut lbnv GuartM .

Ilourtsv, the acteud announts jukt truty be totar, fxual rm nustketintervst mies on Ilw nornud skrlaration dates.

(3) In Nottwsber i990,35.850 slurvs utnpuwbasnt at a price of M3hins slurv on tiw tywn market:

(4) Adjustable Rate kik's A issualort Marvb.1 19ts) Qtuarteriy dit kksul mies art detmninnilxunt on market intervst rules ofcertain i15 7mosttry sewntles. Ratesfor du kksuis tkrkomt in 19 X) f u vre 30.75, 30. 75, 30.75 and 30 75 in thefint, smmet Ibird andfounb qsutrtm, rvgnstitviv. Ratesfor dstkletub skramst in 1989 tmv 30 75. 30.75, 30. 73 and 30.75 in Ilwfirst secorut tittiavutfourth quartm. svynttteth Hw dhkierut wiefor any tikkiendjnitod uill not be less than 6% jnr annum nor gnuter slum 12% per annurn sqqdial to the liquidation prvfmmce tugue of $50fnr stury.

($) Adhutalde Rate kvies B issual on May 15.1985 Quarterty titt kksui mies art delmninalluunt on trutrket intervst mles of tvrtain til 7husury securities. Ratesfor theideruts sk4tmlin 1990 unsv $0.875, 30.9375. 30.9313 and SGMen in tiwfirst, secorut tbtnl

. arulfourth quartm, tvgnrtitvly Ratesfor theikvuls decksmiin 1989 unsv 80.975, 30.9813, 30.875 arul 30.875 in iltfirst, smmit thint arulftntrth quarsrs, rystectitely. The dhkierut wiefor any ditkierulfnskul util not be less llun 7X jnr annum nor gnuter flun 14%% per annum eqqdhti to tiw liquklattm preference tudue of 150 per sixtrv. In Nott1nher and thremher 1990, 89, NX1 slurvs utsvpurchasalon the tten nutrket.

(6) Subjert to maruktfory mkvption in an sonount sufficient to ntire on such Namnber 1. beginning in 1990, 200fK)0 slurvs at $$0 per sharv(dus accrun! 68kieruis. lleginning Nomnher 1,1990, the Conguny nury mimn up to 200,tKK) addittorud sluns mcb mr at $50per sbarv, On Not smher !,19'X), 400.000 slures utst mimnnifor $50per sture. On 1%bnuary 11 1991, tit nwutining

)6(XMKX) slurys utse mkvmnifor $$ l.96 per sbarv.

- (7) Subject to nusrukttory mkvystion in an sanount sufffcient to svtire on mcb 11bruary 1. beginning in 1992,200JKK1slures at $50 per slurreplus accmnt do kk,uis. Beginning 1%bnuny 1,1992. Ilw Conyany may mimn up to 200fxX> cuklidorud slurvs mcb)wr at 1$0psr sbarv.

(R) Subject to marutatory mknystion in an amount sufficient to ntire on mcb 11bnusry 1, beginning in 1993,120,000 stures at $100 fnr stureplus accrmd de kieruis. Beginning 1%bnuary 1.199.L the Conyuny may mimn up to iRUKK) addtttorud slurys nach)wr at $100jnr sbarv.

kv notes tofhumci d Stativumts ubich are an intyralfurt of flwse statements.

h Ittikok PopConf ed41990 Adoat lttpoet'

W ~

" Statements of Long-Term Debt I ,nd,,., 1, lg I'irst tuortgage bonds- Ghousands of I)ollars) 4 kt u rien d uc 199 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 35.(K)0 3 35,00()

5.8 5 4 series d uc 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.0(KI 40,(KK) 6h series d uc 1 99 H . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,(KKI 25.000 10% series duc 199H . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .................. 75,000 75.000 6W M'rics d uc 199H . . . . . . . . . . . . . . , , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , 45,000 4 5,(KK)

H 3 5 'E sc rica d ue 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35.000 35,(KKI 94 series duc 2(KK) 4 . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . ................. 35,(x>0 35,(KKI 7 60% serien duc 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................. 35.000 35,(KK) 7h se ries d uc 2 003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,000 60.0(K) 6 60% wrics due 20(FI (l'ollution Control Series A ) . . . . . . . . . . . . . . . . . ......... 7.750 7,900 9 VO se ries d u c 2 004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70.000 75,0(K) 10% wrics du c 200 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50.000 50,t KKI H W se rk s d ue 2( K Xi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,00(I 100.000 6% series due 2007 (Pollution Control Series !!) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IH,700 iH.700 8 70 series d u c 2 007 . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 100,000 MW wrics d u e 2 00H . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.00(I 100fKKI IOVE series duc 2013 ( Pollution Control Series C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125,000 125.000 l I N% wrk-s due 2014 ( Pollution Control Series !)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,000 75.(KK) 10VE series duc 2015 ( Pollutioh Contnd Series I:) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I16,245 l 16,245 10h wrics d u e 2 016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I18,000 125,0(K) 9h serie s d u e 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 66,500 75,000 9h se ries d ue 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125,00() 125,000 7W series duc 2016 ( Pollution Contful Scrich F. G, and 11) . . . . . . . . . . . . . . . . . . . . . 150.000 150.00()

H 30% serk's due 2017 ( Pollution Contrtd Series 1) . . . . . . . . . . . . . . . . . . . . . . . . . . 33,755 33.755 Tot al first IDortgage lionds . . . . . . . . . . , . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . 1.640.950 I />61.600 RevoM ng loan agreement s ( !) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240,000 256,H00 10,7 $% loan agret'ntetit duc 199 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . H.930 H.930 (Ung ter1D loan agreement duc 1992 (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 60,0(K)

H% debt weuritics due 199 4 . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .... 100,(XX) 100Axx)

M edium t erin riot es, series A (31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,500 43,500 Yariable .'Mic long tertu debt duc 2017 H). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... 75,00() 753XK1 j 2.108,380 2.205,H30 ,

Unamortlied prendum and discoum on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ (Hg) (9J080) l 2.099,837 -2.I96.750 l Obligation under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1H0,641 185,273 2,2H0.47H 2.3H2.023 long term debt and k-ase obligations maturing within onc )rar. . . . . . . . . . . . . . . . . . . . . . . _ (76,423) (30gisj9)

Tot al long t ertu debt . . . .. ..' . . . . . . . . . . . . . . . . . . . . . . . . . . . '. . . . . . . . . . . . . . . L2,204,055

$ 2,35lj64

,. (}) in 1%M, tlw Onnyktny evstm%)into a $J7$.txW),(KKIthm')ntr retvhing knus agtwinist usth Ilwpnntstonfor monmhan to a tun-ywr hwsn husn. Therv sms a $1lo,txx),(xx) tymhtng husn outstanthrgg urukw tie agnvrnent at ikwnher JI, I9'xl Rpoinent of tit $24{),iXxi.ikk)(cum is rnfulnvl to twgtn thendwr 9,1991 utth setyn subsafuent tjuarttsty jetyrnents Inksyst rates on ilt borwutngs arv, at lit Qnrynups tystion, lutati tytm Ilw barsks*prirne ruh', llwir 30, 60, 'X1they Gv1tfkale ofikfesti rah' Ilw bommtng mte at key (Mnks in tiw f orukm inkstumk nutrket, mnywtithy bid ty> tion or annmmialfsywr. The interest rates at ikwadwr31. IV'XI nmgnifttnn MJ7.5's to 101xxi%

^ (2) lengtmn loan agnvnwn! sms tvlinst eu offuly 31.19'XI.

()) In 19H9, Ilw Omystny systmvlinto a series offLml rate mahum tmn nah's At ikwnber31, !9'XJ liv maturity clues nongnifnnn 19'Xv1998 and the irshevst rules rangnijnnn 925% to 931%

(4) Intm'st rate is adjustal unkly and uvu 8J $ % at ikwntwr jl,19'XI kv nok's tofinanchd stahinents ubich are an inh'gralfurt of flese statements.

[itttund Pos.tei Chirin '1990$ AHtbt R ktb st r

. . - , , - c,-.-. -- _ - _ . - - - - _ _ . _ __-. - - . - _ . , , . .

um Notes To Rnancial Statements - -

Note 1 - Summary of capnai icase. Amontration of nuacar fuci (incinding SiOnificant AccountinO Policies:

'd "" "'i"8 '""$ ) is de""i"'d "" a """ "I production basis A prmision for spent fuel disposal Regulation - 1he Company is subject to regulations of costs is charged to fuel expenw based on kiltmatt-the lilinois Commerce Commission (ICC) and the hours generated Federal 1:ncrgy llegtdatory Commission (Fl:RC) and accordingly, preparts its I nancial statements based Deletted Clinton Costs - According to an ICC order,in upon the concepts of Statement of Financial Account. April 1987 the Company began deferring (crtain ing Standards No, 71 "Acwunting for the Lticcts of Clinton post construction operating and unancing Certain T) pes of itegulation" ( FAs 71 ), which rcquires costs, until rates to reflect such costs were eficcthe that the ellects of the rate making pmcess be recorded. ( April 1989). Atter twuance of the March 30,1989 Such effects concem mainly the time at which various ICC order, deferred Clinton post construction costs items enter into the determination of net income in ceased and amortization of the previously deferred order to follow the principle of matching costs and post comtruction costs over a 37.5 year period revenues. The Company's principal accounting commened. Although cash was not currently realized l policies are describal below. from thest deferrals, it is reall/ed under the ratemak-  !

Principles Applied in Consolidation 'the linancial ing procen om the wMee ufe of Cunton Ommgh Statements include the accounts of IpF (lllinois Power increased rt .cnues resulting from a higher rate base Finance) Company N.Y., a wholh' owned subsidiary. All and higher amortization expense.

intercompany transactions base been climinatell. In During the deferral period, a deferred financing September 1990, IpF was dissohrd and the net assets cost was computed on Clinton plant not in rate base j were transferred to Illinois Power C4nupany. and the deferreil costs.1he deferred financing cost for ratemaking purposes was capitalized at a rate that is Utility Plant 'lhe cost of additions to utility plant and similar to AIUDC. pursuant to generally accepted replacements for retired property units is capitalized accountit$g principles, for unancial statement purposes Cost includes labor, material and an allocation of during the period January 1,1988 through March 31, general and administrathr costs plus an allowance for 1989, the Clinton deferred financing costs were funds used during construction ( AlUDC) as described calculated using a 2.75% net of income tax ratc below. Maintenance and wpairs, including replace- redecting the debt component of the Company's ment of minor items of property, are charged to financing costs.

maintenance expense as incurred. When units of depreciable property are retired, the original cost and Unamortized Deferred Abandonment Cost - 1hc ICC dismantling charges, less sahnge, are charged to order of August 7,1985, authoriicd the Company to accumulated depreciation. amortize and rccmtr through rates $31.9 million of its imotment in Clinton Unit 2 over the live year period Allowance for Funds Used During Construction 'the which ended in August 1990. the Company was not IIRC Uniform $vstem of Accounts defines Al'UDC as aHowed a retun, on the unanmrtized imouuent the net costs for the period of construction of balance.

borrowed funds used for construction purposes and a reasmahle rate on other funds when m used. AIUDC Unamortized Dabt Discount, Premium and Expense - Dis.

is capitalized at a rate that is related to the approxi. count, premium and expense associated with long.

mate weighted average cost of capital. In 1990,1989 term debt are amortired over the thrs of the related and 1988, the rate used for all construction projects issues. Costs related to refunded debt are amortired was 10.0% (pre. tax). Although cash is not currently over the lives of the related new debt issues or the realized from such allowance, it is realized under the remaining life of the old debt hsue if no new debt is ratemaking process over the senice life of the related issued.

property through increased revenues resulting from a Revenue and EnerUy Cost - Prior to 1988' the ComPan)-

higher rate base and higher depreciation expenses.

recorded revenues as billed to its customers on a Deprecistion - For financial statement purposes, the monthly cycle billing basis. At the end of each month, Company depreciates the various classes of deprecia* there was an . amount of unbilled electric and gas ble property over their estimated useful thes by service that had been rendered from the latest date of applying composite rates on a straight-line basis, in each cycle billing to the month end. F.fTective January 1990,1989 and 1988 provisions for depreciation were 1,1988, the Company began recording revenues for

. 2.786% of the average depreciable cost for the Clinton senices provided but not yet billed to more closely Power Station (Clinton) and 3A% of the average match revenues with expenses /lhls change also serves depreciable cost for all other electric plant. Provhions to conform the Company's accounting treatment with for depreciation of gas utility plant, as a percentage of the treatment of unbilled revenues as taxable under the average depreciable cost, were equivalent to 4.0% the Tax Reform Act of 1986. Previously, the Company in 1990,1989 and 1988.

neognM.d mvenues when services were billed.

Amortization of Nuclear Fuci 'the Company leases Unbilled revenues represent the estimated amount nuclear fuel from Illinois Power Fuel Capany under a customers will be billed for service delivered from the

@ jtuvok Pon t CuMY.1990 Apht Rtroit

time meters were last read to the end of the expensa lhe tax et!ccts relating to non operating accounting period. The after tax effect of the actMtics are included in Other locome and Deduc-accounting change for the twelve nxmths ended tions-Miscellaneous-net.

December 31,1988 was an increase in net income of Prefetted Dividend Requitements - lyclerred dhidend

$44 million (61t per share). Ihis increase was a requirementi, reaccted in die inconw stamem are combination of an increase of $34 million (4H( per recorded on die accul basis and relate to the period share), attributable to the cumulathr effect of the for which the dividends are applicable.

accounting change toJanuary 1,1988, and an increase of $10 million (138 per share) in die 1988 results of Statements of Cash Flows - Cash and cash equivalents operations. Implementation of this accounting change include cash on hand and temporary imrstruents did not aficct cash Omv. purcha ed with initial maturity of three nmnths or less.

The electric fuel adjustment and purchased gas Capital lease obligations not affecting cash now adjustment clauses provide that changes in allowmble increased by $ 2 3,94 2,000, $ 2 5,867,000 and energy costs from the Company's filed tari!!s ate passed $ 30,029,00() during 1990 1989 and 1988, respec-on to customers. Acmrdingly, allowable energy costs dvely. Ihmme taxes and interest paid are as follows that are to be passed on to customers in a subsequent Yem raint accounting period are deferred, The rncovery of costs Iweenher .u, deferred under these clauses are subject to re icw and

-~ibo pq gny apprmal by the ICC. See " Note 2 - Clinton Power Station" for discussion of 1987 Uniform Fuel Adjust-f.g,,g,gi mg ~ -

g, , , , ,gg, , g, , ,

ment Clause iteconciliation lake or pay charges from ing.,y,,a . UM6

. $202,m. novo 2 pipeline suppliers are deferred for subsequent re-covery from customers, See " Note 3 - Comtnitments 'b * "*" I and Contingencies" for discussion of Natural Gas Take. $$$'"f,'* 'd '""'"[* F"#""""'

  • """ d

'" " h

  • "'d**d*'"d

>=

"#'I Ch *'E""'

Financial Statement Reclassification - Certain reclassifb incomo Taxes - 1hc Company rmrmalizes the income cations have been rnade to prior yearv financial tax effects of transactions causing timing ditierences staternents to conform to the 1990 presentation.

between inclusion in the financial statements and taxable inwme. 'the Company computes deferred income taxes based on die statutory inmme tax rates in effect during the period that the timing diflerences Note 2 - Clinton Power Station:

originate. Deferred income taxes are amortbed to income as the underfying timing differences reverse, ne Company owns 86.79% of the Clinton Principal sources of timing differences ghing rise nuclear ;mwer station, which was placed in service in to deferred taxes are as followe 1987 and represents approximately 19% of the Company's installed generation capacity. During 1990, Use of the most liberallred depreciable lhes Clinton provided 19% of the Company's total electric and meth<xis allown! by the Internal Reenue generation. Clinton provided the Company with the Code. lowest fuel cost per megawatt. hour generation. 'lhe Disallowed Clinton costs not recognized for investment in Clinton and its related deferred costs tax purimses as a current deduction. represented approximately 65% of the Cornpany's total

- Capitalization of certain construction over. assets at December 31,1990, and Clinton related costs heads, dismantling, and other costs for book represented 41% of the Company's total 1990 other purposes that are claimed as current (kduc. operating, maintenance and depreciation expenses.

tions for income tax purposes. Clinton's equhulent availability was 47%,40% and 75%

i -

Revenues and energy costs recognized in dif. for the )rars 1990, 1989 and 1988, respectively.

ferent perimis for financial statement purposes Clinton's equh alent availability was lower in 1990 and than for income tax purposes. 1989 due, in part, to extended refueling and Alternathe minimum tax payable in the cur. maintenance outages in those years.

rent year that can be used to offset future tax During 1988, Clinton related deferrals repres-liabilities. ented 86% of the Company's net income before the effect of an accounting change. I:arnings in 1989 were For income tax return purposes, net depreciable $20 million or 27t per share, excluding the $346 utility plant does not bclude AIUDC that is capitalized million, net of income taxes, or $4.61 per share write-for financial statement purposes. Ilowe er, interest on oil of Clinton costs. liarnings in 1990 were $22 million construction is capitalized for tax purposes in or 29< per share, excluding the $137 ruillion, net of accordance with applicable tax law. income taxes, or $1.82 per share write off of Clinton Investment tax credits, which reduce federal costs. Management belines that the result of the income taxes, have been deferred and are being recent Appellate Court decision on the Company's I amortized to income ovu the life of the property appeal of the March 1989 rate order, as discussed which gave rise to the investment tax ctrdits, below, will favorably impact earnings in the future.

Federal and state income taxes are alh>cated flownrr, until Clinton is fully included in rate base, between operating and non operating income and earnings will continue to be depressed.

teen pos te com ino Aunt. keroe r Q r

i

Owner 6 of an operating nuclear generating tions on the "used and useful" snd deferred Clinton post.

unit expmes t'he Company to siitnificant other riska construction common equity return issues, an well as on including increased and changing regulatory, safety several other issues which the other parties had raised in end emironmental requirements The Company their appeals. In connection wnh any such appeal, the expects to be allowed to continue to operate Clinton; Comm miuld wd m'iew of k QpeHae Gme however, if any unforeseen or unexptrted develop-amtmance of the ICC's " unreasonable cost" disallowance ments would prevent the Company Inwn doing so, the Company could be materially adversch a9ected. Any appeals to the Supreme Court will stay the remand to the ICC. If the Supreme Court affirms the Appellate Court Aste and Reguistory Mattets decision in au respects, the case will be remanded to the 1989 Rate onter ICC for further proceedings. At that t?me, the Company The March 30,1989 rate order fmm the ICC would seek inclusion of the entire reasonable cost of rejected the Company's November 1987 proposal for a Clinton in rate base, wvuld kd rate recovery of the ten year rate moderation plan, and granted instead a previously disallowed common equity retum on deferred j one time increase of $60.5 million, or 6.9% that post construction costs over the remaining life of Clinton became effective April 4,1989. In Illinois, the ICC may (API 3roximately $102 million), and would Pn'P'>se a rate j include in the utility s rates ont> those costs of a new electric generating plant that are determined to be recovery mechanism addressed to the foregone common reasonable. Therefore, an audit of Clinton construction equity return on the portion of Clinton which the Com-costs was conducted by auditors under contract with mission had found not "used and useful" (approximately the ICC. 'Ihe ICC order included various disallowances $149 million at December 31,1990).1:ach month that of Clinton related costs, due to alleged " unreasonable" the Compan) is not earning a common equity return on expenditures, as well as the disalkmance of the 39.3% of the cost of Clinton deemed reasonable but not common equity return component of Clinton post' "used and useful" by the ICC (see 1990 Rate Order construction cost deferrals from January 1,1988 below) results in the loss of inemne of approximately through March 31,1989, 'this order also found approximately $2.3 billion (72.8E) of the reasonable $3 6 million. 'the comPan)' will seek inclusion of the re-Clinton costs to be not "used and us(ful" and denied a malnder of the reasonable Clinton costs in rate base as common equity return thereon. "used and useful" and will seek recovery of the previous-The Company, believing that certain of the ICC's ly disallowed common equity return on deferred post-conclusions in the tre order were contrary to the law constmetion costs in the planned 1991 rate request (dc.

and the evidence in the case, appealed the order to the scribed on the following page). None of the outcomes of Illinois Appellate Court, ' third District. Other parties these proceedings can be predicted at this time.

also appealed. In February 1991, the Appellate Court 'Ihe increased rates authorized by the March 1989 issued its decision. 'Ihc Appellaic Court :eversed the mder were billed and collected subject to refund portion of the order which had found 72.8% of Clinton not "used and useful," and remanded this portion of pending t.oe outccme of the appeal. 'the total amount of.

the order to the ICC to determine whether and/or revenues billed and collected sub}ect to refund for 1990 what portion of Clinton is "used and useful" based on and 1989 are appmximately $55 million and $36 million, established pre 1986 standards. *lhe Court also respectively, Ilased on the Appellate Court decision, the reverwd the porthin of the order which had denied Company would not be required to refund these the Company recowry of a common equity return on revenues.

deferred Clinton post construction costs after January 1,1988. Ilowever, the Court afilrmed the order with l990 Rate Onter respect to the ICC's determination that a portion of the On June 6,1990, the ICC issued an order in the cost of Clinton was " unreasonable cos." and should Company's 1989 electric rate case approving an not be included in rate base. annualized increase in electric rates of approximately Following the March 1989 rate order, and after con- $75 million, or 7.7% 'the order, as amended on J uly 13, sultation with legal munsel, management believed there 1990, found that Clinton is 60.7% "used and useful" for was a reasonable poWhility of reversing various aspects of rate making purposes, as compared to 27.2% in the the order through the appeals process. 'lhe Company, ICC's March 1989 order, but does not allow the however, recorded a k)ss in the first quarter of 1989 of

$346 million, net of income taxes, or $161 per share. Company to earn a common _cquity return on the Further,as a result of the recent Appellate Court decision, 39.3% of Clinton determined to be not "used and the Company recorded an additional kiss in the fourth useful" This "used and useful" determination quarter of 1990 of $137 million, net of income taxes, or Jepresents about $71 million of the $141 million

$1.82 per share. The losses recorded in both 1990 and difference between the Company's requested $216 1989 reflect, in total, the ICC's disallowance of Clinton million increase and the $75 million increase granted

" unreasonable costs" from rate base in the March 1989 in the order order and affirmed by the Appellate Court, which was On Jul) 16,1990 the ComPan) aPPcaled the June offset in part by the Court s decision regarding approximately $102 million deferrni common equity 1990 order to the Illinois Appellate Court, 'lhird return. District. Other parties also appealed.

'the Company anticipates that the ICC and other 'theJune 1990 order directed the ICC staff to make parties will appeal the Appellate Court's determina- a report to the ICC within 90 days regarding the issue of

$6usod Pnp conml990 Aipw Ruoti

performance standards for mnicar generating unitt 1990, the Company's Ikiard of Directors declared four buch standards could include a prograrn of financial quarterly preferred stock dividends (approximately (

rewards and penalties based on the operation of Clinton $3% ruillion ), to be paid on the normal quarterly

'Ihe ICC staff has issued a report to the nunmissioners payment dates in 1991 if the conditions specified in for their re iew. h is uncertain when the ICC will the ICC order are met.

address operating performance standarth for nuclear plints in a rule making or other prucceding. 19Wn@ivis /u'l@ttnerst mu Rworn-di46ts

.lhe Gimpny b currently the subject of an annual 1991 Rate Request undonn fuel u@uunwnt dause wconciUadon pnuc&

1he Company intends to file an cledrie retail rate ing inidated by the ICC in a docket pertaining to the request with the ICC in March 1991 secking recovery twehe nunda ended December 31,1987. '!he ICC Staff of the rernainh.g reasonable costs resulting from med tedmony in Decernher 199R recommending \

Clinton being fully "used and useful," higher leveh of among othcr dyino diat carr)ing costs in the arnount of operating and maintenance expenses as rrflected in a $293 milh,on mcurred by the Compan>% mwlear fuel forecasted 1992 test year and (ne rmnvry of the affiliate, Illinois Power f uel Cotnpany, between August previously disallowed common equity return on 1985 and April 1987 and added to the balance of nucle-deferred Clinton post construction cos's. t An order ur fuel inventory during the same period in accordance would be due by I'ebruary 1992. wM a prNous E. order (and Oms conMdered prob-able of reemery), were neither prudent nor reasonable int'/derads and that the balance of recoverable nuclear fuel should As a result of the March 1989 andJune 1990 ICC be reduced by this arnount. The Compan)% preliminary rate orders, the Company's carnings are depressed and analysis of the Staff recommendation indicates that if it will continue to be until the effects of the Appellate were adopted by the ICC and ultimately attirmed on Court's decision on the March 1989 rate order, as well appeal, the Company would be required to record a low as the impact of the Cornpany's 1991 rate request, are of up to $27 tuillion, net ofincome taxes.1he Company reficcted in rates, llowever, the Company is planning believes the Staff recommendation lacks legal and to file a rate request in 1991 diat will address the factual foundation 1he Company will opine the Staff Appellate Court's decision. '!he Company expects recommendation in the current reconciliation proceed-carnings to be favorably impacted as a result of the ing, and will appeal the ICC's order to the courts should anticipated order as discuwed above Although the the ICC adopt the $tafIposition.

March 1989 and June 1990 rate orders granted the lhe position of the ICC Staff is not binding upon Company only about one third of the rate relief the ICC and the ICC may accept or reject, in whole or in requested, the Company's projections indicate that part, any Staff position A dechion by the ICC is current rates will enable it to rnect its operating expected during the second half of 1991.

requirements and continue to service its existing debt. Accounting Matters - The company currently prepares preferred stock dhidends and sinking fund require- its financial statements in accordance with l'AS 71 and, ments. Ilowever, due to legal prohibitions restricting therefore, accounts i .. the eficcts of the rate making I the Company from declaring dh1dends if retained procew Accordingly, the Company records various earnings are less than zero, together with the regulatory awets_ and liabilities, such as deferred uncertainty surrounding th( outcome of the March Clinton costs and over/under recoveries of fuel costs.

1989 rate order appeal, the Compan)% management in order for a company to report under l'AS 71, the detcrmined in April 1989 that it was in the best company's rates must be designed to recover its costs interest of the Company and the stockholders to of providing service, and the company must be able to l

suspend the comann stock dhidend.1hc recent collect those rates from customers. Management l Appellate Court decision should allow the Company to believes that the Company currently meets the criteria l

begin rebuilding its rrtained earnings and to declare a for continued application of l'AS 71, but will continue common dhidend later in 1991, to evaluate significant changes in the regulatory and 1hc results of the appeal of the March 1989 order competitive emironment to assess the Company's could have aflected the Company's ability to continue overall consistency with the criteria of l'AS 71, paying its preferred stock dhidend. Therefore, the l Cornpany filed a petition with the ICC on August 30, 1990 requesting authorization to declare and pay the lhe Company believes that Clinton is needed to preferred stock dh'idend in the event additional meet current demand and that it has managed the regulatory related disallowances necewitated write. construction of Clinton prudendy and efliciently, offs which would cause retained earnings to be lherefore, the Company believes it should be allowed temporarily negath'e. On October 24,1990, the ICC to recover the cost of that power station and nuclear issued an order granting the Company this authoriza- fuel costs, through its rates.

tion, subject to the satisfaction of certain conditions Management is unable to predict the ultimate relating to current net income, cash and cash outcome of die uncertainties discussed in this note equivalents and total capitalization, which are which could have a material adverse effect on the intended to ensure that the Company's ability to Company's carnings and/or financial position. Accord-render reasonable and adequate utility service at ingly, no prmision for any liability or additional loss reasonable rates is not impaired by the declaration and that may result upon resolution of these matters has payment of preferred stock dividends. In December been made in the accompanying financial statements, Amon Pom commy IWO Aum Rtent h ]

l

Note 3 - Commitments and owned mutuai insurance company could resub in additional annual premium assessments to the Contingencies, ,

comp,ny of op n, ,ppn,sim,aciy $3 4 miiiion in Cunnitments - 1he 1991 construction budget is $184 addition, while the Company has no reason to million, which includes $Ii1 million for electric anticipate a serious nuclear incident at Cllnton,if such facilities (including $16 million for acid rain com- an incident should occur, the claims for property pliance), $21 million for gas facilities, $24 million for damage, replacement powrr costs, and/or other costs nuclear fuel and $28 million for general plant.1he five* and expenses could materially exceed the limits of year construction program for 1991 through 19951% insurance coverage available.

estimated to be $1.297 billion. All nuclear power station operators are subject to in addition, the Company has substantial commit- the Price Anderson Act. In accordance with that Act, ments for the putthase of coal under long term public liability for a nuclear incident is currently contracts Coal contract commitments for 1991 limited to $7.807 billion. Cmtrage of the first $200 through 1995 are estimated to be $551 million million is provided by prhate insurance.1:xcess (excluding contract- escalation provisions). The coverage is provided by retrospective premium Company also has existing contracts with five pipeline aweuments against each licensed nuclear reactor in suppliers to pnnide natural gas supp!y in addition to the United States.1he Company's liability for such an spot rnarket purchases. Natural gas contract demand as3essment would be up to $63 million per incident charges are expected to average appruximately $39 payable in annual installments of not more than $10 million annually.1hese costs are reemrrable under rnillion. Additionally, if the sum of all public liability

'the Company's electric fuel and purchased gah claims and legal costs arising from a nuclear incident adjustment clauses. exceed the amount of primary and excess coverage in .

force, each licensee can be assessed an additional 5 t Insulante - The Company has property damage, percent ($3.15 million) of the maximum retrospective decontamination and decommissioning insurance for assenment.

loss resulting from damage to Clinton 1his insurance A Master Worker Policy covers claltm by workers is structured through a level of primary overage who claim bodily injury, sickness. or disca e as a result provided by nuclear insurance pools and exceu of initial radhtlon exposure occurring on or after cmtrage from a mmbination of nuclear insurance January 1,198H. The policy has an aggregate limit of pools and an industry owned mutual insurance $2(K) million applying to the commercial nuclear ,

company the primary coverage provides limits of industry as a whole. As claimtare paid under the  !

$500 million and the execss coverage currently prtwides limits of $1.685 billion. for a total available po[ic{.,

or po icy there is to I mits up a provision an additionalfor$200 automatic reinstatement million.1here coverage of $2.185 billion. NRC regulations require is also a provision for awessment of additional that, in the event of an accident, whenever the premiums if claims exceed funds avullable in the estimated costs of reactor stabilization and site insurance company's reserve accounts to pay claims.

decontamination excerd $100 million, the insurance 'the Company's maximum share of additional premi-proceeds must- be dedicated to and used. first, to ums in future years for this contingency could be up to return the reactor to, and maintain it in, a safe and approximately $3.2 million.

stable condition and, second, to decontaminate the

' reactor and reactor station site in accostlance with a Decommissioning and Nucleat Fuel Disposal Costs - 1he plan approved by the NRC. Ihc insurers then would Company is responsible for its ownership share of the indemnify the Company for property damage up to costs of decommluloning Clinton and for spent SL985 billion less any amounts used for stabilization nuclear fuel disposal costs.1hc establishment of an and decontaminathmc 'the remaining $2(K) million g g g gg (reduced by stabilization and decontamination funds for the future dismantlement and decommission-expenditures over $l.985 billion) would cover ing cmts of Clinton, based on current requirements decommissioning cmts in excess of funds already collected for decommissioning, as discussed later in (estimated to be $142 million in 1990 dollars).1he - .

Company began recovering decommissioning expeme this note, The Company has repla<xment power in its rates in April 1989. In accordance with the 1990 insurance coverage through the industry. owned mutual insurance company for the extra cost to ICC rate order, annual decommluloning funding purchase replacement power in case of an extended requirements were increased effecthe June 1990.  !

, accidental shutdown of Clintoni'this insurance does During 1991 the Company intends to seek recovery of not cover replacement power costs until Clir. ton has additional decommissioning costs from its rate payers, been out of service for -21 weeksJ Thereafter, the The Company contributed $2.7 million and $1 A insurance emers 100% of the estimate of the plant's million to the external trust fund for decommissioning weekly replacement power costs statal in the policy in 1990 and 1989, respectively. The external trust declarations (Weekly Costs), for up to 52 weeks,67% consists of two trust funds, one to receive contribu-of the Weekly Costs for up to the next 52 weeks, and tions that qualify for current federal and state income 33% of the Weekly Costs for up to the next 52 weeks. tax deductions and the other to receive contributions A major kiss covered under the property damage that do not qualify for a current income tax deduction, or replacement pmver insurance cmtrages invohing Under the Nuclear Waste Policy Act of 1982, the Clinton or other stations insured by the industry- U.S. Department of Energy (DOE) is responsible for

$ukok fonslcosM1990l AiNihh RhPOR(

the permanent storage atwl disposal of spent nuclear costs associated with alternative comphanto measures fuel. DOI: currently charges one mili per net kilowatt- not imuhing installation of sctubbers such as fuel hour generated for future disposal of spent fuel. *lhe switching, would be significantly lower than these Company is recovering this amount through its rates. estimates. although operating costs, pnmarily asso-ciated with higher cost fuels, would increase. If the Natural Gas Take ot Pay Charges - In accordance with Conipanys preterred plan for scrubbers is pursued, the a ITitC order iwunt in August 1987, the Companv's Gunpany will seek lederal and state awistance to unset pipeline suppliers have been allowed to bill tiw a [x>rtion of these capital costs however, it is uncertain Company for their take or-pay costs. At December 31. at this time whether any governmental financial 1990, the Company's obligation for such costs was awistance will be received. In addition. the estimates approximately 550 million I.stimatal payments under noted abow are preliminary and will be refined as this obligation are $21 million, $17 million, $8 million more detailed analyses are completed and $1 million in 1991, 1992,1993 and 1994, (,as 3fanufacturim'l Sites respectively. The Company paid approximately $26 ghe C.ompany, through its predecessor compan.

million, $24 million and $8 million in 1990,1989 and ies, is on a $ tate of Illinois list of owners and operators 1988, respectively, trlated to its take-or pay obliga- of former gas manufacturing sites 'lhe Company is tionA investigating to determine whether waste materials are in November 1988, the ICC issued an order that present, whether sudi materials constitute an allowed the Company to fully recover take or. pay costs environmental or health risk, and whether the allocated to it under rate schedules approved by the Cmnpany has any responsibility for remedial action.

IT.IIC. In accordance with the ICC order, the Company 1he clean-up will reyulte substantial cHort over a began hilling its customers for such costs on Iebruary number of years. 'the overall costs cannot be estimated I,1989. On December 5,1989, the Illinois Appellate at this timei how ever, the Company does not anticipate Court reversed the ICC order and remanded this that such costs will have a material adverse effect on its matter to the ICC for further proceedings lhe Illinoi% financial position or results of operations. The Supreme Court granted petitions filed by the Com- Company lus notified certain insurance carriers of the pany, the ICC and certain otter utilities for leave to situation but has not formally filed claims appeal the Appellate Court decision.1he matter is now pending before the Illinois Supreme Court for IllCCI'ic and 3fagnette l'ic/ds decision. 'lhe possibility that exposute to elettric and At the federal level, the District of Columbia magnetic Helds emanating from power lines and other Court of Appeals has declared illegal the

  • purchase de. electric sources may result in adverse health efic< ts Ociency" method used by most pipelines for allocating have been a subject of increased public, governmen'ai take or pay costs to hical distribution companies (such and media attention in recent months. A considerable as the Company).1he U.S. Supreme Court has denied amount of scientific research has been conducted on further review. In response to these actions, ITitC this topic with no definitive results. l(esemn is twued Order No 528 which stays further collections continuing It is too soon to tell what, if my, impact under the purchase deficiency method and permits these actions may have on the Compuy's financial pipchnes to file new recovery mechanisms, condition.

Pursuant to Order No. 528, the Company's pipeline supplicts have filed new take or. pay cos: Legal Proceedings and Related Matters -

recovery mechanisms. Management does not expect limvil Sult - This suit, filed in September 1986 that the ultimate outcome of the ICC and IT.itC in an Illinois trial court on behalf of a proposed claw of proceedings will haw a material adverse efTect on the all customers of cooperatives that obtained power Company's financial position or results of operations. from the Company, alleged that such customers would be required to pay increased energy supply costs as a resuh of the cmupany's au Environmental Matters - construction of Clinton. Ihis gedsuit nusnianagenwnt sought damagesof the Cimn AlrAct suH cm to compensue plainth for their injuries, lhe Company's current estimates are that capital gedm w% the coM of suk Nur of dw Ow counts expenditures, which includes installation of wrubbers ou#u by plaintias in the suit have been dismiwed by on certain Company units, necessary to achieve the emission reductions set forth in the acid rain secdon of d3e youn, and dw Mty wunt b been voluntardy the Clean Air Act, wuuld be between $250 million and nuwed h pia ti$ wahout prejudke.

5450 million through the year 2000. Switching from Soyland Suit - This suit was filed in an Illinois high sulfur to low sulfur coal or fuel blending at some trial court by hoyland Power Cooperative, Inc, generatis.g units and the installation of low nitrogen. (Soyland), the owner of approximately 1,W of Clinton,

~

oxide burners on several generating units would also alleging breach of contract, breath of fiduciary duties, he necessary to comply with the legislation. Com. negligent or fraudulent misrepresentations, and pliance with the legislation could result in additional fraudulent concealment by the Company in connec-annual operating costs, associated with scrubbers, of tion with the construction of Clinton and the approximately $40 million beginning in 1996, it is Company's performance under the Clinton Ownership possible that some of these costs would not be Participation Agreement. The suit sought damages recovered from the Company's ratepayers. Capital sufDcient to compensate plaintills for their injuries, ituson Pm n torm m wm uran @

together with prcJudgment interest and costs of nult Company's common stock was artificially intiated

'the Company asserted counterclaims against boyland Plaintith seek compensatory damages in an unspecified to recoser approximately $270 million in economic amount. 'the court has certified a class consisting of all benefits obtained by Soyland under a series of persons (other than defendants or their allittates ) w ho interrelated 1984 agreements which the Company purchased the Company's common stock from March alleged Soyland had repudiated in part by awertirig its 31,1987 through April 20,198H and who still held claims against the Company. such stock on the latter date. Notke of the pendency On April 18, 1990, the Company and Soyland of this class action was mailed on or about hlay 1, reached an agreement for settlement of this lawsuit. 1990. 'lhe defendants moved for summary judgment 1he settlement agreement provided for the dismissal on the ground that the one claim certified as a (lass of all claims brought by each party, an amendment to action was filed after the expiration of the statute of the Power Coordination Agreement between the limitat!ons. On December 4,1990, the District Court parties, and the deposit by the Company of a denied defendants' motion for summary ludgment.1he settlement payment in escrow to be paid to Soyland defendants have filed a motion seeking reconsideration 1he settlement pa>tuent will not have a material of that ruling or permission to appeal the ruling to the adverse effect on the Company's financial condition or Court of Appeals. The Company, after consultation results of operations. On September 12,1990 the with legal counsel, believes that this legal proceeding court granted the parties' joint motion to dismiss the will have no material adverse eflect on its financial sult pursuant to the settlement, condition or results of operations

'three of the plaintlfh in the Powell suit, described earlier, sought leave to intervene in this suit and to Othet - 1he Company is involved in legal or administra-compel disclosure of all of the terms of the settlement tive proceedings before various courts and agencies between the Company and Soyland. On September 12, with respect to matters occurring in the ordinary 1990, the trial court denied the petition to intervene. course of business, some of which involve substantial lhe petitioners have appealed that order to the til!nois amounts. Management believes that the final disposi-Appellate Court, iourth District, which has tentatively tion of these proceedings will not have a material scheduled the case for oral argument in April 1991, adverse effect on the financial position or results of "E '" "' # "E*"E Weiland Sult - 1his derhative lawsuit was filed in March 1989 in federal district court in Illinois by a stockholder against the Company as a nominal Note 4 - Lines of Credit defendant,1I of the Company's 14 directors and a di- sad Short Term loans,.

rector emeritus, allyting that the indhidual defendants acted in had faith, with a gross abuse of discretion and *!he Company had total lines of credit repres-in breach of their fiduciary duties in connection with ented by bank commitments amounting to $502 the construction and licensing of Clinton. A Special million, of which $259 million was unused at Committee of the Ikrard of Directors of the Compary December 31, 1990. These bank commitments investigated the allegations (as well as sin' Jar support the amount of commercial paper outstanding allegations contained in a May 1988 demand letter at any time and are available to support other Company from the attorney for this stockholder and ir an April acthities. For additional information on lines of credit 1989 demand letter from an attorney Or another refer to the following table; indhidual who claimed to be a stockholder) and issued a report ilnding that the best interests of the une. or ceedii

- - ~ ~~

Ai rmember 3i, iwo Company required that the Company seek to terminate , ,igni,o 4,,,,,,

the sult and that no claima arising out of the inimi tJ.ed Avan hte norrowing naic construction of Citnton be maintained against the (smuon.or nouan)

Company's directors or others.1he Comr any and the nur remiong imn  ;

'#"'"#"" ' """ 8- """ '~ ~

individual defendants then filed motioro to term!nate the suit, and on Septeraher 17,1990 the court entered ^ " *'""8 '"da a finalludgment in favor of the defendants. No appeals Comnieraal banu for gg7g gggpg Hauman Suit - 1 hts suit, fi'ed in May 1989 in

'ND" t n 3 a 3 9 m.

federal district court in Illinois, was brought by two I" "" # W W purchasers of the Company's common stock purport-ing to act as reprewntatives of a class of such 't.fIcetive through June 4,1992. For the unused purchasers against the Company, the Company's portion of the commitment, the Company pays a fee of independent accountants and two current and two 3/16% per annum.1hc interest rate on borrowings former ollicers of the Company alleging that there under these agreements is, at the Company's option, were untrue statements in, and omissions of material based upon the lending banks' reference rate, their facts from, the Company's financial statements, reports, Certificate of Deposit rate, the borrowing rate of key news releases and other communications on and after banks in the london interbank market or a bid option.

March 31,1987, concerning the Company and its lhe total amount outstanding under these agreements financial condition, and that as a result the price of the was reduced from 560 million to zero during 1990.

@ hunn Pow n copm 19w Am u kuon

" Includes a provision for conversion to a two. 1he Gimpany calculated the w righted mrrage interest year term loan Ices for these agreements are l/16% rates by dhiding the interest expense during the on the unused ponton and 1/H% on the entire facility perial for such bort mings by the average duirtarrrn amount. Interest rates on the borrowings are, at the borrowings indicated alxn c.

Company's option, tused upon the banks' prime rate, their 30,60,90 d.ry Cer1tficate of Deposit rate, the borrowing rate at key banks in the tutklon interbank market, competitive bid option or commercial paper.

lhe total amount outstanding under these agtrements Note 5 - Fac,ilit,ies Agreements:

was reduced from 8256 8 million to $240 million the Qimpany and k>yland Powrr Gioperative, during 1990. In January 1991, the Company borrowed inc. (kiyland) reached a final agreement on the 835 million under this remhing loan agreement to ownership percentages in Clinton on Nmrmber 1, finance its loan to the Trustee of the Gimpany's new 1989.1his agreement established an ownerdilp in incentive cornpensation employee suick ownership Clinton of 13 21% for Soyland. Miyland has an plan. The Qimpany, subject to rnarket condition % investruent of $4%0 million in the direct costs of expects to refinance this borrowing by thsuing placing Clinton in commercial operation. The medium 4crm notes f or furthet dismulon of this Company's ownership percentage of 86.79% is matter refer to " Note 10 - Common Stock and reflected in utility plant (at original cost) and in Retained I;arnings." accumulated depreciation on the balance sheet.1:ach

"'llank borrowings under such mmmitments have participant is responsible for its share of nuclear fuel, a maximum 360 day maturity from the time ofissuance decommissioning, ongoing construction and operating and at the O)mpany's option, carry an interest rate and maintenance costs. *lhe Gimpany's share of equlwlent to the prime rate in eticct at the time of Clinton operating expenses is included in the issuance, adlusted to tbt prime rate in effect on the corresponding operating expenses on its linome first day of each calendar quarter thereafter or at a statement. See " Note 3 - Commitments and Contin-lower rate agreed to by the banks gencies" fm t.,onnation relating to settlement of a in addition, the Company has letters of nedit in the lawsuit fileo t>y soyland against the Company, total amount of $80,547,94H from the Mitsubishi llank The Company's net investment in Clinton that support 875 million Pollution Qintrol Variable including Al'UDC, land and related facilities at Rate Debt.1hc Company pays a fee of 0.3% per annum December 31,1990, was approximately $3.2 billion, on the unused amount of the credit. Interest rates on net of recorded disallowed plant costs, excluding umrimbursed drawings under the letters of credit are depreciation. Agreements between the Company and at the I:cdcral 1:unds rate as defined by the bank plus Soyland provide that the Company has control over 0.h per annum for up to 30 days, at the bank's prime construction and operation of the generating station, rate for 31 days through one year and at the bank'6 that the parties share electricity generated in prime rate plus 1% per annum for owr one year. proportion to their ownership interests, and that the To reduce costs, the Company cancelled a $50 Company will have certain obligations to provide re-million revoMng loati agreement on November 1, placement power to Soyland at certain times if the 1990.1hc agreement was to expire on November 13. Company ceases to operate or reduces output from 1992. No borrowings were made under this agreement Clinton.

during 1990. The Gimpany paid a fee of 0.1% per Under the provhions of a Power Coordination annum for the unusalline of credit. Agreement between Soyland and the Company dated l'or the years 1990,1989 and 1988, the Company October %,1984 as amended on October 16,1985, had short term borruwings consisting of bank loans April 12,19H9 and May 30, 1990 the Company and commercial paper outs:anding at various times panides Soyland with 10.7% (372 megawatto of (year end borrowings mature within 30 days) as electrical capacity from its fossil fueled generating follows: plants through 1992,8% in 1993 and 1994 and 12% in 1995 until the agreement expires or is terminated.

1his is in addition to the capacity Soyland receives as

, an owner of Clinton.1he Company is compensated isitism or tGlia,cucifriic i wM capachy charges and for energy mus ambadaNe suunce e unenarr 3i transmits energy for sunk hmi s3 s3 operating expenses.,Ihc Soyland through Compan)ls transmission and the Company cummeruei swer - - 8 19 subtransmission systems. At any time after December tmercurwec onemtwr n an 9n 992 31, 2004, either the Company or Soyland can Mmmum ammmi maumbng terminate the Power Gmrdination Agreement, by s' any nmnth emt s 3M s 11 slJO giving not less than seven years' prior %Titlen nollCe to Averm my turtwmp the other party.1hc party to whom termination notice

'Jl

'**","*"""" su so ,3 has been given may designate an cas:ict ellective date weguni nerage imcreu "I ICf*I".ation which shall be not less than twelve rate (turing die yeat 8N% 9n a ut months after the date of receipt of such notice.

huum ra n cm% 1990 u w Re m i @

Note 6 - Income Taxes: December 31, 1990 the Company had appmximately

$241 million of fedemi income tax net operating losa income taxes included in the Statements of (

income consist of the following components: C200*'rw Ards available to dwt future taxable income.

Approximately $35 m!Ilion of these carryforwards expire

" 8"d'd in 2004, 8150 million expire in 2005 and $50 million

"*"d'"*

cxpire in 2006. The Company also has a minimum tax

_8" .

  • *" credit at December 31, 1990, of approximately $29 mau ada at tuum) million which may carried forward indefinitely. 'this

" credit, is available to offset future regular income tax 9 "x*k,'Y M m un, saiwim mn un . - saun o n- > e 3uw liabilities in excess of the tentathr minimum tax.

aatmkounoow,imsme mt Statement of Financial Accounting Standards No.

96, " Accounting for Income Taxes" adopts a liability

$i*"* " ~ Y"'". . a.m 6m 63m mediod of tax allocation relating to transactions that naw eurrern me,. , E oto eo one aficct book and tax income in d!!!crent reporting

$*,"d"'fy,o ,. periods. Mandatory adoption of this statement has encrem e.- ne . . . . . . . ?u42 v unw. in.o's been deferred until 1992, and may be further dela>rd-iwk co uininn pim ns. . . . c.4m onsm -

"a - a-#* ~ "'" m' oon, n=> meatued-nn . s.no um oo.4sto Note 7 - CaEital Leasesa EI""l* powtr Fuel Company (Fuel Company),

$UNnN/

i % m emaue attaperm

' ' (N.E6l $N No which is 50,0 owlied by the Company, was formed in reuir.nu m *ncrem o . 94 9 o min av2a january 1981 for the purpose of leasing nuclear fuel Ne".*n N[t!

Neini m un,kn.t. crys , w o.

"'I . QQ ouen N

oi.wo

$7" to the Company for Chnton. lease payments are equal to the Fuel Company's cost of fuci as cornumed (in-tmwehmown.. . no.ro 0:4in tstran ciuding related financing and administrathy co',ts).

osan?)

liillings under the lease agreement during 1990,1989 ocrerred invenaieni us cresi-rwi tie. tai) wo.371) and 1988 were $33 million,829 million and 859 mill-nekreco inanm un eremi-twkmro cumon puru lon, respectively; including 87 million,88 million and om. . . . . .. . ... 9,uu num -

88 mit! ion, respecthrly, of financing costs. *lhe Com.

Yme in a n a m treon. - on.464) umo un t'" pan ' is obligated to make subordinated loans to the

  1. .sai ( ausuo '""' Fue Compmy at any time the obligations of the Fuel Ospany diat are due and payable exceed the funds Income taxes are different than the amount which available to the fuel Company. At December 31,1990 would be computed by applying the statutory federal the Quupany had a note recchable from the Fuel and state income tax rates to pre tax income (38.7% in Company in the amount of 811,978,000. The 1990,38.5% in 1989 and 38 2% in 1988), the principal Qimpmy b an obligation for spent nuclear luel

- differences are as folkm* disposal costs of leased nuclear fuel.

s em inded At December 31,1990 and 1989, current obliga.

D'"'" R tions under capital lease for nuclear fuel are mo em 19aa $45,037,00() and $28,760,000, respecthrly. At De-cember 31,1990 and 1989, current obligations for m a nd.ornoum) otlier property under capital leases were 81,386,0(X) 0,miputed tan estwisic at auttsory aroers ni ne inumw m ren sms4n s04amn s ioni? and 81,699,00(), respecthtly.

D$iE*,,,'*'"n'#*'" Over the next five years estituated pa>1nents ukmme 6n sah uaed under capital leases are as follows DS"NC p!Ald Um45, , , . , . . , . (4%,007) (Kua) -

1991 Cnumns of pottm)

$ 46,423 Mkmm e kw fu,wls unrd g99) 32,433 i

sturtng umstrutwm.. . . . . . 644 MO 65l 199% W 694 tirfened Cknhe Ananong nas . - UM t.lol 'p tentainwns tan treet, titulkmed Chnum I995 IDl3 plant onts- . . . . , , . .... 4.M 3 i?,1N - 'thefrefter 29.713 Imninwns t.ni tte@t. . . . 8.167 7.?on 3.250 ,

g g firpredethm tww _

swnul6:ed. , .... 01,425) ( ll .fiM3 ) (II,llo) i*a d a ~

um. . . . . . . . . . o.569) (*4 uni Note 8 - Debt Retirement Provisions:

oow,-iwi. ., .. ... . a.u6 ,,,_i os_ om Certain supplemental indentures to the Mortgage Twaincunn m n... . s at.sai syswo  : "ami and Deed of Trust require that the Company make annual deposits, as a striing and property fund, in Combined federal and state eficctive income tax rates amounts not to exceed $7,100.000 in 1991 and 1992, werc (37.9)%,20.7% and 29.4%, for the years 1990, 87,500,000 in 1993, 88,750,000 in 1994 and 1989 and 1988, repecthrly. Investment tax credit $11,000,000 in 1995. These amounts are subject to  :

carr> forwards, unrecorded at December 31, 1990, reduction and historically have generally been met by i were approximately 835 million. 'these credits are pledging property additions, a!. permitted by the available to offset future income tax liabilities. Of these Mortgage and Deed of Trust.

credits, approximately $25 million expire in 2002 and During the five years after December 31,1990, approximately $10 million expire in 2003. At the amounts of debt maturing annually are as follows:

@l1 dim (Pop co@J)990 Asnbai.- arrorr

wh stuuna 'the Company has an incentive S,nings Plan for unturte. nmaneyotee3nem. but employees omtred under a Collerdve Hargaining mu.wwuh of noum) Agreement. At I)cccmber 31, 1990, 69,167 shares of ivo3

'i Ni tag 3 mi s2oci

' i In}

iso itui Mock wrre deMgnated for twuance. MectiveJanuary 1, 1991 dw Qunomy aiatddng (ontrdmtion has linn iwi mmoo uoo tuvno extended to intlude the emplo>tes covered under a m .2 3m .. %m Colleethe Itargaining Agreement m vn n,ial s uo vw m uni in October 1990, the Board of I)irectors lhese amtnints exclude capital lease require. auduirlied anwndnienh to the Company's two incen.

ments. See " Note 7 - Capital Icases" the Savings Plans to prmide for the implementation of 1hc above bonds are wcured by a first nortgage emplo)rc stm k ownership plan arrangements. lhese lien on suhotantially all of the f ard property, arrangenwnts indude incentive compensathm features franchiws, and rights of the Company with certain which are tied to employee achievement of specified minor exceptiom expressly pnrided in the mortgage perfonnana goals with no inwnthrs awarded until the securing the bonds lhe remaining balance of not Conipany has ninstated a conutum Mock dhidend, bondable additions at December 31. 1990, was Under this arrangement, the Company, pursuant to approximately 81,303,(MK),(KKI.

authoritation granted by the ICC in January 1991, loaned $3% million to the 1ruster of the Plam, who is currently using the loan pniceeds to purdiase approsi.

ruately two million shares of the Company's comnmn Note 9 - Mandatorily Redeemable Mock on the open nurketJDwse shares wiH be held in Preferred Stock-* '"'I* "* """"" " ""d C "' " "'""' ""d " * " d '" """ ' C d to the accounts of participating employees as the loan is in 1990, the Com[uny redeemed $20 nullion of repaid liy the Trustee with funds contributed by the i1.75% mandatordy redeemable serial preferred stock. Company, together with dhidends on On shares in Itchruary 1991, the Company rnktmed the remain- acquired with the lo,tn proceeds lhe Cornpany initiaHy ing $3p million of 11,75% mandatority redermable financed th< loan with funds honowed under its bank serial preferred stock. During the Ihr years after credit agreemenh and, subject to market conditions December 31, 1990, the amounts of mandatordy expects to refinance this borrowing by twuing medium-redeemable preferrni stock outstanding at such date term notes.

(including the I ebruary 1991 redemption ), required to in 1:ebntary 1989, the Company terminated the be redeemed at stated value are as followi Tax Iteduction Act Stock Ownership Plan (TRASOP).

(huwah or t>anm )

Unda this plan, Company contributions of common gwg g 3opu stm k were bawd on a percentage of payroll costs Due tw2 tono to the 1986 Tax iteform Act repeal of tax benefits for IW3 22.3 0 Company contributions,19H7 was the last year the IW4 22A0 Company contributed stock to the plan. At termina-m ict Q, don, aH awen ohhe plan wne ruhn distributed to the participants or transferred to the participant's account Total

[f 8

in the Company's lucentive Savings Plans at the election of the participants.1he 72,2%0 uniwurd shares of common stock remaining in the plan at

'C""'""""" ""C " " " ' ' " " '" 'hC '""' P " " f '

Note 10 - Common Stock and incenthe Savings Plan for e salan?'d employees.

Retained Earnings: In Septembn 1990, the Company awumed the lhe Company has an Automatic ltrimrstment and resgmnsuiduy fg adnuntuning hoth die Mock

$tm k Purchase Plan and an 1:ruployees Stock Owner- purchase plan for employees and the automatic ship Plan (IN)P) for which at December 31,1990, ninvesunent and suick purchaw plan. Upc two plans 3,270,236 and 29,115 shares, respectively, of common unea atuended to aHow purchaws of shares on the stock wrre designated for issuance.

' "I "CW I""C E""*

"PC" directly *"'kC' from"'the " CU Company "' D"kh"* Additionally, the %

The Company has an Incentive havings Plan diwount on Mock punhawd with reinvested dhidends (Plan) for balatled employees. The Company's was cHndnated matching contritmtion is used to purchase common stock. Under this Plan, 27,545 shares of mmmon stock Changes in conunon stock during 1990,1989 and 148H wne as foHows were designated for iwuance at December 31,1990.

_._ H ___ ._._M"U _

M*L J!*"""' M*L 2"""""L shme Anunnu' lutame telpfuung d par . . . ... ... . 74,%%2td $ t,421,J M) ' 4 4M9M $ 1. W9 'MJ (,M3HH.vsn 4 IJvMJu' Automath Rdnwninttu ami %D a k hen haw l%n . %W 91.4 L9 t t49 40.4 % 43'Ulu M9%

l%DP ll,l%7 IRJ oJW  %%  % 2%I HM 1RW ir m... . ...

- - (, Ud

  • IJn2 J go 4 u 4 (m ImintW hmnp l%4nn , _ _l7,980 _Jiu __H 41 ' i 1*% _JJ (,H} _

4%

iuiou mi a nu . 2pum s_ y spo7 ,%3% g y4Jyp y ugu a iyu n!

  • nmswuh of Mes twoo em e com.a im Amd incon y
  • lhe prmisions of Supplementel Indentures to the 'the plan assen, consist primarily of common Company's Mortgage and Deed of Trust contain stocLA flxed income securities, cash equhale-ts, and certain restrictions with respect to the declaration and real estate.1he actuarial present value of accumulated payment of dividends. 'the Company was not limited plan benefits at January 1,1990 and January 1,1989, by any of these restrictions at December 31, 1990. were f l%3,244WO and $ 141,934,0(M1, respectively Under the flestated Articles of incorporation, common (including iested benefits of $146,254,0lHi and stock dhidends are subject to the preferential rights of $ 13 3,*'59.000, respectively).

the holders of Preferred and Preference Suwk f or lhe pension cost for 1990,1989 and 1988 was further discussion of common and preferred disidends calculated using measurement dates of December 31, refer to " Note 2 - Clinton Power 'dation " 19H9, January 1,1989 and January 1,1988, respec.

tively, a discount rate of HW% rate of increase of future

"' P'"'"""" ' C' ' " # ^ "" d ' C ' " '" "" "'* '" d "

  • Note 11 - Pension and Other F"he l company did not make any cash contributions Post Employment Benefit Costs: during 1990,1989 and 1988 for the pension plan duc to huwerfunded status.

1he Company has defined benefit pension plans in 1989, the Company oftered an enhanced covering all officers and employees. Ilenefits are based retirement pnigram as a special incentive for early on 3 ears of service and the employec3 carnings lhe retirement to all employees who met certain eligibility Company s funding policy is to contribute annually at requirements. The offer was accepted by 2H5 least the minimum amount required by government einployees L.mployees who accepted the offer will funding standards, but not more than cali be deducted 'CCChC I" creased pension benefits to be paid f rom the for federal income tax purposes. Company,s pendon trust fund in accordance with the Pension costs, a portion of which has been rc<lunements of Maternent of Financial Accounting capitalized, for 1990,1989 and 1988 included the Mandards No HH "Fmployers' Accounting for Settle-following components: ments and Curtallments of Defined lienefit Pension ggng Plans and for Termination benefits," the Company necember n, recorded $12 million of additional pension cost in i,99 39,9 393, 1989, representing the estimated present value of the cost of the program.

(mmana.of Donaro in addition, the Company provides certain health care and life insurance benefits for substantially all

$n[tE[c ar " O s usan s 9mt s aus active and retired employees. These benefits are interni mu on pneued hencat obhpuon , , , , 15,540 to n non provided through an insurance company and premi.

krturn on plan swett . .. 11,664 (41.410) H%% ums are based on actual claims experlence, lhe Net anianuauon and dtferral. , pi,36M) IMiHO (MtW" Company recognizes the cost of these benefits as lotal penuon mu oiencao $ 12,t36) sg) g t w) premiums are pM Ce for 1990,19H9 and 1988, net of contributions by Imth active and retired employees, were $ 15,077,000, 812,613,000 and $11,050,000, re, lhe 1989 pension mst does not include approx.

imately $12 million for the enhanced retirement slwettvely. The cost of providing those Iwnellts for program as more fully discussed later in this note.

1,292 retirees is not separable from the cost of The estimated funded status of the plans at providing benefits for 4,157 active employees.

December 31,1990 and December 31,1989, using in December 1990, the Financial Accounting measurement datch of September 30,1990 and Sep. Mandards lloard (FASil) issued Statement of Financial tember 30, 1989, discount rate of 9% and H%% Accounting $tandards No 106 (FAS 106),"Fmployers' respectively, and rate of increase of future compensa. Accounting for Postrctirement lienefits Other lhan tion levels of 6% were as fol. lows:

Pcusions," which requires the recognition of postre. ,

tirement benefits, including health and welfare benefits, on an accrual basis.1he Company provides pecember 3i, health care and life insurance benefits to certain mo i989 retired employees who attain specified ages and years of service, lhe cost of such benefits is currently (mmand. or poum) recognized as c aims are paid. Adopt on o FA$ 106 is Aduadal procut wlue of vnica bencnudihp uun , s162,3 2 s t o 60s mandatory for fiscal years beginning after December M, 9 . Company anticipates adopting this Accurnulated benchi oblphon . s167,691 [t %lMo accounting standard in 1992; however, it does not Proicaed benenmbhpum . $092.2 J) s(189937) expect adoption to have a material adverse efTect on rian awetut fur niue . 229.29: 2s6923 carnings as any additional estimated costs are expected ixn or awco over pneoed bencra to be recovered t'irough rates.

obhpuan . . 37,019 66386 Unanuirtiacd net pin .. (3SM) ( 32,%60 )

tinrecognard net aAwt at tran4uon . ($ 5,723 ) (%99%0)

Pnor wmcc 00 3 . 13.0H I I 3.KM I AWnKd ptTlw30 Uhl ifKhtkd in AdugMA Parabic . . . , , . $ J9,%09 )  :(llM3) i

$ itumo roua conm mo Amat man

1\

Note 12 - Segments of Business:

The Company is a public utility engaged in the generation, transmiulon, distribution and sale of electric energy, and the

, distribution, transportation and sale of natural gas i

1990 1989 19ns linal linal 1tual llettrir 8.an (ompany I.lettrk (.as Compas.it I lettrit 0.an CompanL (thousanda of thdim) (thousands of tkdlars) (Tlu usasich of tkdlars)

Openstk ut inforuutkin-ogwraung rrittaws . 8 1,0h4.620 $ 318,0'O $ t,49%.ti90 8 UH'.4N% 8 324 64% 8 1.412.640 8 449.941 8 434?M9 8 1.lM4?lo Operatuig c slwnn tat hnhng prinwon for truume tants and delerre d Chnton n wit ..... 414,%00 Jb'.3%J 1.0M2.842 * %'.44 0 190.JJ9 lbl'?c9 '4H'44 JW,41' 1,mUril ikferrtM Clinton 14.619 14.619 _ _ ,jl0 % 4 ) - (l1% 444i unti . .

(29]M6) ( l l_4 4 6 } } .

Pre tas (gwrating in(ume . . .... . 2%4,301 43,?la 298,Ji9 2'i1019 34416 JM% 44% 3163 42 4%4'1 3%1 tui Alkmwe f or fun.ls usod slurmg (un structhm ( All'DC ) . 2.h6? 2H9 3,l % 29%l 140 4.192 4.10% 1*l 33 %

t neferrtti Llinum fiturning ones . .=, - - - 14.9 m - 13 9 %  % *.N !O -  %*.N10 thulhmtd Liinton plant tints . ,,,_{l 3%,6 t h ) - (13%,6t h) ( 44% ?b2 ) ( 44% *02 ) - - -

Prt4at igwrating tru und , tru ithtmg At t 'DC, dt letted Litnt re financing onts and ths alkmtd timton plant unn . .$ 12i?%0 $ 44.00? 16% *%? 8 ( H 6 % )8 446 % (44IH9) 8 4'".4t? 8 44644 413 liso (Mher ( trkiHur ) and dedu(thats , (423) (14 *%7) ( NHhl )

200,h 43 220,99% 211,74%

Interrat sturgen , ,

l*nniskH) for ittrurut tAsrs . . 4433l 49 400 imOH i Net int unn ( k nn ) lwlore turnulathe effort td at ttnmting s hangt $ (?M,4M ) 8 ( 2NM 4 42 ) 8 14%4lH Net trnonw (ba) afitt (umulatnr ofles1 td at tuuntligt t hange $_{H,4M ) 8] J_MM 4 42 ) 8 \_N9 4 40, Ottwr infarriuunn-ik*pret talk m . .$ 1%4?b4 $ t h,l H $ I?J.MJ? 8 199 214 8 I?.1%98 l'63Hi 8, 16?.260 8 16440 8 1H 4300 Capital tsprinhtures , .$ 10%,9%# $ 24.hM9 $ 130.6e? 8 '6l*48 10 607 8 tm?M i 8 Ul.trui 8 24469 8 114 46%

investnwnt infurnuthm -

Identifuhte aucu' $ 4g4 47 $ .%9,1M9 $ 4,982M.6 8 4 90 3'J 8 99p2% 8 %.216.39' 8J),4jyx2 8  %,1,44' 8 %30'.219 Nonuuhty plant and 18,%09 9.t M 9,31 H other insrStnwnts .

Ancta utthird for tntrail Campany operanunn 344,31H 3H 2.HH J 3%%%l Total awets . . $ %.34%.493 8,_% f eytWf 8 6.05 4 tHM

  • littlity fulant. notclatrfuel arut acquisitt<m sstjustonent (less accurmdated dqwxriaticm and arnortstation), rnaterids and suffilies, unamurtizal d< fermi stumdonment cost, deftmul Clinton costs, Jw11wd and dafemti enery costs l

Ittison Pos ti cotnov 1990 Aut u loron @

Note 13 - Quarterly Financial Information and Common Stock Data (Unaudited):

l'irst Quaner hetund Quaner Thint Quaner f ounh Quarter 1990 1990 1990 _

1990 (Thousands of Dollars licept IArnings (.imn) Per Common share.  ;

Common Stock Prices and Dividends)

Operating revenuch. . . . . . . . . . . . . . $315,841 $305,15% $425.458 $349,226

. Operating income. . . . . . . . . . . . . . . 36.517 $3.479 128.511 35.971 Met income (low). . . . . . , . . . . . . . . (13,080) 3,667 80,?24 (l49,795)

Net income (km) appikable to common stock . . . . . . . . . . . . . . . . (22.363) (9,659)  ?!.3N) (15HJM) d larnings (109) per convuon

. sh.tr e . . . . . . . . . . . . . . . . . . . . . . . . $ (.30) $ (.07) $ .94 $ (2.10)

Common Stock l' rices and DMdends l i igh . . . . . . . . . . . . . . . . . . . . . . $ 19 % $ 19 $ 16 % $ 16 %

inw...................... $ 17 4 $ 14 % $ 12 4 $ 12 h DMdends De<;iated. . . . . . . . . . $~ $- $ .- $- ,

llrut Quarter $ctund Quaner ' third Quaner Iourth Quarter 1989 1989 19M9 19H9 (Thousands of Dollars lacept larnings (Ims) Per Cotumon $ hare.

Common Stock Prices and Dividenda)

Operating trvenues. . . . . . . . . . . . . . 8327.354 8280.319 8391.H I 3 8313.144 Operating income. . . . . . . . . . . . . . . 26.084- 54,6H7 119,94H 45,326 Net inconw ( kin ). . . . . . . . . . . . . . . (34H,450) ( l.23M) 62,42% (l.169)

Net inconne (low) applicable to common stock . . . . . . . . . . . . . . . . (3%7,826) ( 10,62%) $3.106 (10A%2) 1:arnings (lou) per conunon share.................. . ..... 8 (4 H3) 8 (.14) 8 .70 ' 8 ( .14 )

Common Stock Prices and DMdends l i igh . . . . . . . . . . . . . . . . . . . . . . 8 21 % 8 16 % $ 17 % $ 19 %

low.. ....i............... I 13 % 4 13 % $ 1% % 8 16 DMdends Declared . . .'. . . . . . $.66 8- 8- 8- t Quarter (y atrnings (loss) fur corntnan sawr ar' basal on u vighteti at vnage ontmb<r of stun's outstaruhng cluring the quarter avul '

the sum of the quarters trug not equal anmud warnings (loss)fnv a>mmon slwv. ,

11w 19fX) fourth quaner loss tv/hyts nronfirg Ilwprveisionfor disdioutmce of Chnton / dant a>sts of $137 milhon or $l.HJ fur sharv. net ofincome taxes 5<v " Note 2 - Ghstan l\nns $tation."

nw 199first quarter loss refhris reconung the pnniston for disallouunce of Chnson plant a>sts of $346 rnilhon or S J.67 per slunt, net ofinwme taxes. Stv " Note 2 ~ Qinton Ibuvr 5tation."

' nw a>mmon stock is listal on tlw Neu* l'ork 5hsch Lvclunge arul the AIichtest Stock Lychwnge. Hw shock prices abtn e arv theprices nietal on the Gmp> site T4w, nnst uvre Gn,231 nyistervd indders of common stock at January 10. 1991: nw Qum/wg's trunutg< rnert! tiet<1sniruti hs April 19R9 Ilutt it seus in liw twst inttsyst of lin' Qargrany arut its stockholdsst to susjn'rullin' common stock dhiderut.

~

42 Mithots Iovrs A Chur4Nv(1990 ANwc At Ryosh

- . _ . , _ . _ . ~. _ _ . _ _ , - _ . _ _ . _ _ . - . , . _ _ _ _ _ . ~ _ . - - _ _ _ _ _ . _ - -_ _ _ _ _ _ . , _ _ . .

Selected Financial Data

  • 1990 19N9 198N 19H7 19k6 19N5 19MO Op(rating rt3rnues I:lectrie. ... .... .... ... ..... $ 1.085 8 98H 8 950 8 911 8 Hl4 8 706 8 %7 Gas . . .. ....... . . ... . .. 311 32% 33% 309 370 401 316 lotal operating rnrnues . ... . $ l.396 8 1.313 8 1.2x%

8 1.220 8 1.184 8 1.167 8 ns3 Net irxume (kas ) before ammnting change $ (*H) 8 (2HN) 8 i% 8 290 8 293 8 240 8 11 [

Net income (low) after amiunting change . $ (78) 8 (2RN) 8 189 8 290 8 193 8 240 8 114 1.flecthr trkurne tax rate . . . . .. (37.9)% 20 7% 29 4% 19 1% 20 h 26 2% 36 2%

Net Iraume (hte) appheable to comnon stock before acuenting ctunge $ (115) 8 (326) $ llH 8 2%2 8 246 8 207 8 94 Net itnume (kiu) appheable o common stock after acumnting change $ (115) 8 (326) 8 152 8 2%2 8 256 8 207 8 94 I arninp (low) per convixiri diate before accounting change . . . . . . . . $ (1.53) 8 (4 31) 8 I 66 8 37% $ 3 9H 8 348 8 2 N' I:arninp (low) per common dure after accounting change . . .. . .. $ (1.53) 8 (4 34) 8 2.14 8 37% 8 3 9H 8 34M $ 2.H7 Cash dhidends declared per common diare . . . .. .. ... ... ... $ - 8 0 66 8 2 64 8 2M 8 JM 8 2 64 8 23%

!)hidend payout retto (dedared) . . - N/A 124 3% 70 9% 66 7% '6 6% HI3%

ikx>k ralue per comman dare. . .. $ 18.70 8 20%6 8 25 80 $ 26 H% 8 25 79 8 2431 8 21 "

Price tunge of common dures liigh . , . .. ... ... . .... $ 19 h 8 21 % 8 /% 4 8 31 % 8 32 8 27 % $ 22 %

lo w .... .... ... . .. .. ... $ 12 % 8 13 % 8 16 % 8 21 % $ 23 4 8 21 % 8 15 %

Weighted astrage number of comrnon shares outstanding durity the perk Kl ( thousands) . . . . . . . . . 75,613 75.052 70 900 67.251 M.503 99419 32.906 Tot al awets" . . . . . . . . . . . . . . . . $ 5,345 8 Sho9 8 6.063 8 %,923 8 %A23 8 4.H94 8 2.467 Capitallution Comtr.on stod equity. . . . . .. .$ 1,415 8 1,%4 8 1.H90 8 1.842 8 lh92 8 1339 8 751 Preferred stock. . . . . . ... . . 309 31% 316 316 315 315 215 Mandatord) redeenuhle preferred stock . 140 160 160 160 196 86 36 fong term debt" .. ....., 2.204 2.352 2.541 2.279 2.246 2.013 992 Total capitalintion" . . . . . . . . . $ 4,068 8 43H1 8 4.712 8 4396 8 4.449 8 3.953 8 1.994 f.mbedded cost of long term debt . . 9.3% 94% 9% 93% 91% 10 0% H4%

Retained earninp . . . . . . . . . . . . . . . . $ 1 8 143 8 51H 8 M5 8 4HI $ 399 8 1H3 Cap. ital expenditures . . . . . . . . . . . . . . . $ 131 8 97 8 l15 8 238 8 706 8 H70 8 316 Cash Dows from operations . . . . . . . $ 253 8 272 8 223 8 251 8 246 8 319 8 169 AIUDC as a percent of carninp applicable to oitumon stock ..., N/A N/A 40 3% 80 33. H5 % 78 2% 54 21.

Return on astrage common equity . . , . . (7.H)% (18 9 )% H1% 143% 149% I44% 134%

Ratio of carninp to fixed charges"* . . . 0.70 (052) 1.H3 231 237 2 66 32%

Millions of dollars except carcp (low) per o>mmon dure, cash dnidends declared per common share, book value per common share, and pnce range of commori : bares.

" Restated for the efhrt of capitalued n iclear fuel lease.

'" 1he ratio of earninp to fixed charges reprew nts the nurnber of titues that earninp before income taxes and fixed charges unrr the fixed charges Ilarnings used in the calet lation of the ahmr ratlos indude allowince for funds used during construction and dcferred Chnton financing costs and are before the daluction of income taxes and fixed charges that indude interest on long term debt, related arnorttution of debt discount, premium and expense, other interest, and that portion of rent expense that h estinuted to be representathe of the interest component.1:arninp available for fixed charges excludes the cumulathe eflect as of January 1,1988 of accruing unbilled tornues. See " Note 1-Summary of Ngnificant Accounting Pohcies"1he ratio of earninp to fixed charges for 1990 and 1989 of 0 70 and (0 52), respecthtly indicates that earnmp were inadequate to cover fixed charges.1hc dollar amount of the coverage deficiency for 1990 and 1989 was approximately 868 million and $375 million respecthrly. I'xdudmg the low on diullowed plant oists of 8137 rnillion. net ofincome taxes recorded in the fourth quarter of 1990, the ratio of carnings to fixed charges would have been 1.4 i for 1990 f achtbrig the kiu on disalkswed plant costs of 8346 milhon. net of incorne taxes recorded in the first quarter of 1989, the ratio of earnitys to fixed charges would have been 1.31 for 1989.

l l

lu o.ms tou r r comy WW unu nrou @

Selected Statistics i -

louric Nalen in Wil(Mitilons) ltesidential . ........., , . . . 4,223 4.2H3 4,4 l l 4.211 4,19H 3.91* 4,004 Commert ial .. ..... . . . 2,9NI 2.962 2,93H 2.H62 2,HJ i 2,706 2,493 Industrial . . . , , . .. . . ... 7,751 7.6% 3 7,41% * .323 7,341 6,933 6,%07 Other . , , . . ....... , .... 32H 343 33H $22 320 41% 291 Mir> ultimate t omumers , , , ..... 15,2H3 15.231 15,102 14,748 14 f>HO 13,HH I 13.29%

ltural caporathrA muniupal and other utilitin' . ,,, , , . 6%H 610 626 %MH  %% 446 l ui,91 Total etertrie sairi,. , , , ... 15.941 1%MI 1 %,? 2H 1 %.H6 1 %,23% 14.42' 14 4H6

. . = m r= w. - . - -

I'letirle Hrvenuen (Milliota) ltesidentia! . , , , . ... ,, $ 411 8 373 8 373 8 3%2 8 293 $ 276 8 199 Conimercial . . 246 22% 21% 209 lH7 IHO 124 Indua,tnal . , , ,,, . .. ... 373 339 312 32% 290 277 19H Other... , ,, . ... ... , . . 24 22 21 20 I? 16 to y Itevenues uhlmatr oonomers . . . . , 1,054 9%9 921 906 7H7 749 %31 I Itural etaperathes, suunittpal and other utilitick' ...., , ,. .. 25 23 24 24 22 21 33 a i

Miwellaneouw . . ,, ., , . 6 6  %

. _ (19) __  % _j4 ) 3 Total tlectric rnrnuen . . ,, .$= t =0Hi i 8 9MH $ 9%0 8 911 8 Hl4 5 ?Ni 8 667 i

m.  := ===x m = v m ~. a.

G:n %alen in 1herrum (Millionn)

I!rsidential . . . ...., ...... ... 322 379 367 332 3%7 36% 420 [

Conuurretal . . . . .. , , , ..... 134 149 14H 137 161 166 17% )

Industrial, . , , . ,, .... . 99 114 154 96 19H 136 3H2 Mits ultimatr oomumers . , ,, , , 55% 642 669 %6% 716 667 977 Trungmrtation of emtomer owned gas ,_ 269 26% 23% 427 2%3 297 -

Total gas sold and tranported . . . . H24 907 906 H92 969 9M 977 Interdepartmental sales . . ..... , ,, 1H 10 9  % i 1 9 Total gas delhored, . . . . . . . . . . M2 9l? 913 H97 970 96% 986

w. = w :.=- .= c == w =-= w. w=u ==z Gan Itovenuen (Milliotw)

Residential . . . . . ...., ,,, ,,,, $ 180 8 201 8 207 8 192 8 106 8 22H 8 144 Contmorrial . . , . . . . . . . ,, ... 62 6H 71 66 7H M9  %%

Industrial . . . . . . . . . . . . . .... 42 .

46 4H 34 73 6H 109 Mlch ultimate comumers , , .. . . 284 31% 326 292 3%7 3H5 30H Transportation of emtomer owned gas 10 11 13 1% li I4 -

1 interdepartmental tnrnues . . . . . 3 3 2 1 - - 2 Miwellaneout . . . . , .... . .,, 14 (,4 ) ._ J6) I 2 _ _2 6 Total gas tornuen . . . . . 370 401 316 w=.=

311 8 un= - - -

32% 8 n w 33%

_ 309 8

8 8

8

.a= w

.w-~.-

5)strtu peak demand ( nath e load) in kW (thousands)* . ........ ... 3,394 3,24% 3,60H 3.083 3,176 2.929 3,1 %0 lirm peak demand (nathe load) in kw (thousands )* , . . ..... ..... . 3,180 3,009 3,077 2.923" 2,9 19 2.771 1150 Net generating capability in kw ( thousands ) . . . . .... ....., 3 H91 3,H85 193H 1400 1397 3,424 LH72 I;lectrir emtomers (end of yrar ). . . . . . . . 560,033 468,726 546,431 %4 2,H36  % lo,%95 537,017 522,166 Gas omtome th (end of year) . , ,, . 398,H91 386,960 3Hi,336 3H i,091 383,201 3H2,44 2 3H 1,819 limployers ( end of 3rar ) , , , . . . . . . . . 4,402 4.242 4 Ni3 4.616 4,593 .i,%0 3,949

  • lleginning in 1985, peak demands hast derrrased coriipated to prior ) cars due to the Ibwer Coordination Agreement httween llhnois Powrr Company and Ni) land Power Casperathr, Inc. Mies to soyland are now classthed as power interthanged net rather than electric rnrnues
  • System peak and hrm peak demand for 1987 did not orrur on the sarne hour

@ ltt mon Pott s Corm 1990 As.un Rrrou

< ~. c ,~ - , ,. ~n a 4 .h h sw.amsa%Ch~c ~mm.ww -

h hNb $ kN h"bk~ :N f-ummuum aswts m a awkiviklerv moiunt khnual M%hng We retd!lln WIRI NW lluihng lle if Nirni

%e anniul narting of stakhoklen will I"!l*"Iwnt of dw nurka uhw of dw to hekt at 10m a in on Wnineskib April M* k I" "" UI 'V"Ek dIC kP AI C"Whl *I" MhI 10, Iwl, at de onnluny1 hexkpurten, W " he I"st in Omad South Pth Nreet, lin atur, Ilhnon. EC '"Immats and d ininenta'nin me essary to transfer stwk fn un an estate vaty M (k1rikhng up in de statr ol n%k'the. Gint.k1 Stock Exchange Listings sharaxikkt wkrs ho more intomuunn flhnon Power's aimmon ami prderrni gamusus sim;ks are hstnl on the New Yet 5tak g g ,gggggg thiunge and the Alahsest Nak 1.sdunge.

INvpt for slures twkl ta the Autonutie

%e ollical New York sta k thlanne cim.

in d is

  • llc twit the Com im% sta ks are Reuwnturnt and Notk hacluse PLm.

llhmin Pown d o not buy in sdl in own aho intal in the newspyrr under 'l!1Pu ry swuntrs. Stkh tnms.nt.ons mtat le handkd gemange through a registeral secantks deal,cr. ,

Stockholders inquiries ,,,,,, . .

Ohnois hmrt numt.uns a tollint tde~ Certificate Replacement phone nund er for sta kloklers to ow when nuking irniuines alxnn ta k tranwtions .I. " kP ^cl lost. Mokn or (ksuomt um L cenkaks noufy our transks ynt m wrnog

%e numler is imxW/0 sh.uchokler Senkes oftwr haan are 81; a.m to 4 4 p nt %e awt b apprusintuely two penent of the Central Time, Storwlay thnnigh I rkby nLuket ukw of the Mai hang n1ilaud unumme umunnem Tax information Change of Address liknois Powrr estinutes that im penrnt Rolueso for akiremhange must he sub.

of dw dnidemh guki to sta khok!"o in Pno minn! in wnting to MLuchokler $cn nes and are fully tatible as divklend inoinw for shoukt indude oki and new akhesses, etat l'alerailnconw Tas purpusen rtmaw in which dw 'aut L h regkteral, and the $nad Sennny or t.n idenufnation nunt

%e Com;uny mailed all registerni pre.

ferral sta Liv ilden a l'onu IUN in Janu.ny her on the aconint An akiress dunge card IW1 showing dn kk1xts pud during the b nuded qtunerly.

year. Partieyuna of the Autonuuc Reimest-nwnt and Stu k Purduw PLm who retn-s estal unh dn kk,xb or nude optk nul unh duplicate Mailings j( (

piynrnts for slures whnh were punluwd Ikcause of a shght ddferen(e in 30ur 9 on the open market wcw nuilal a 1orm nanw address or tas kkunficanin numivr.

19N to recogni/c as federal tauble inuime we nuy luse nu vr dun one anuunt for yni.

the alkcable share of any hn>Lerage fen We will conw dalate dwse auuuno for w hich and ontunhstons irwurrnt to purduw such you hold the Mak iemfici es, upon wntten stunt as statal in the Plan pnnpcetus, rnluest to shawhokk't 5cn us signni by all

$takhokku shoukt unwult wah their wgnieralowners of dw vock o on tax advton for lurther infomution wah n ,w to tas omwquences. 8"W"'8 Automatic Reinvestment and n""Wh' Stock Purchase Plan Trcnsfer Agent and Registrar dvu told n nWr.ucs in your own runr.

canunentalliank NA radwr dun thn nigh a broker, you are chgible Munchokler Servkes 1)nbion to panicipate in the Autonutk Reimestnwnt im Nonh tasalle Natt, suac ux) and sta L Pun luw Plan.11w Plan allow s Chicago, Ilhnois Uml a nnmon ;md preferrat va khoklers to retn-s est their divhleixb in the purduse of Ilhnob Pow er mmnon sa k. %nnigh an o;ninal Trcnsfer of Stock anh fuuure, vaihokkn al+ ma purduw To uansfer or to dunge the reghtnaion, akterul L +s of onimion sak whedwr send the sta k cenifiane along wah a inmv or not they roovest dn idemh on their (emfi-miital letwr to our transfer agent he cerufe c.ued shares.1ransactions are subi nt to hmi-nite must he crulorsal on the tuck cualy tatioid set fonh in the Plan pnopeaus as the nands) appean on the face of the Ilhnon Power Murdokter Servkes is re-certificate and the sigrutureN) must le guar- sponsible for adnuntstering the Plan and pet.

antent by a tutkvul lunk or a stod broker, forms all functions rd.ned to the Plan, escept a notary pubhe is not sudicient. for open nurket sales and puntuws of Plan To obtain a proper signature giurantee, shares Rese brokerage funcions are per-you niust shit a qualified hink or a niemher hirmuj hy an irKlepefKktt agent.

firm of one of the rutionally nu snbed if you aw a stocklokler of record and are stock esclunges. While pnwnding a si'.: nature interested in uticipaung in the Autonutic guarantee nuy le an inconvenicixe in vime Reinvestment and Nock Purduw Plan, con-cases, in purp we k to safeguard against taa Slurcholder Sen k es for nore inkuuuaon.

unauthorized anempts to g.un access to the

! S'O T L A N D POWER C O O P E R A TIV E, INC.

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1NVCODUCTION l

N Soyland Power Cooperative is a incinber owned, not tor profit electric generallon and trankininklon cooperative which supplien wholesale electricity to 21 ineinber distribu.

tion cooperatives. These distribution coopeintives provide ietall electrie service to appioxtinately one half inlllion persons within their local service territories. Soyland la one of snore than 60 generation and transintsnion (O&T) cooperatives that supply wholenale electric power to rural utilitten in the United Stutca.

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Coman.n Soyland was organtred by blx distribution cooperatives in Sr pteinber 11413. under the General Not.ror profit Corporation Act of the State of Illinoin. Leaders of those Purpar cooperattven haw Soyland an a way to gain energy independence and control over j electrie power omtn. In 1975, nine additional cooperat'ven joined the original six ltwo have since inctged), arid plans were launched to develop n reliable and econonitent power supply systern. Western Illinoin Power Coopenttive, with seven enernber distribution cooperative systerna,inctged into Soyland in Match 1989 to foran the cooperath'c federation that today supplies the cicetric p>wer needs of nearly tv.sthirda of the land innan of the State of Illinola.

Applied Energy Systerns, Inc., the parent coinpany of Waterrutnace of Illinois, vic.,

is a wholly owned for profit subsidiary of Soyland power Cooperative. Waterrurunce of Illinois is snarketing geotherinal heat putups throughout the 21 ineinber cooperative service arean. This year Applied Energy executed a distributor agrectnent with Stellen ETS. Inc., a leading snanufacturer of electric thermal storage heatero. Applied Enerpv  !'

Systeins la pursuing other opportunities to ansint Soyland's enemberm to incet the needs of the connuiners they serve.

Soyland and its 21 inernber distribution cooperativen ate continuing to pursue opportunttles to make rural Illinois a better place in which to live. We remain commit-ted to enhancing economic development opporttuiltles to attract businessen to rural servlee areas to, in turn, provide jobs for rural consumers.

Since its inception in 1903, Soyland's goal han been to provide a dependable hource o' wholesale eleGrie power to its inembers at the lowest possible cost. Today, through its unique blend of fuela and generating plants. Soyland has built a stable base from which to meet the electric energy requirements of its member systems.

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MANAGEMONT REPORT

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U; Diversits with a com. communities. Economic consider, and they share mon purpose, Soyland is development can bring the benefits too, namely, a combina ton of 21 jobs. people, and new they build a stronger member to peratives, energy to a cominunity, customer base and each having a diverne and but economic develop- positively influence umclue operction, yet all ment projects will fall if economic growth. That

' having a common tie that local people are not ready means additional jobs, binds. We are all m the - for change, or cannot heightened consumer business of providing maaage the changes that demand, stronger public reliable electric power to affect a conununity's funds through an our members at the social, polltleal, and increased tax base and a lowest possible cost. economic fabric, more diverse economy, llowever, we don't just in February 1991, stop it providing electric RURAL PARTNERS Rural Bond Bank service. Soyland and its announced the selection member cooperativen are of six counties which will committed to improving participate in a three year So} land activel} suIn program to develop com- ports the newly created the (guality of life for the Illinois Rural Bond Llank.

people we serve in rural munities through local volunteer efforts. Five of The Illinois Rural Bond America. We cars about llank helps finance infra-

. jobs for rural people; we the six counties ato in the str tun' p ts

' care about health care for Soyland servlee area and 9 0 rural people; we care have local cooperative g g about improving the involvement and support.

infrastructure of com- Each of these counties Ilcud Bank was or8anized to asslat local govern-munttles in rural areas: have identified four to six ments in borrowing funds we care about the health county coordinators who at reasonable interest of our rural economy. will participate over the tes. In tlu past, the And our cooperatives are next 30 months in a series of self help learning smaller towns and coun-tuned into the necos of ties were infiequent the rural people we serve. programs developed by universities throughout issuers of bonds and were Our member coopera- not kncwn to the bond-tive empWyees know the . the state, buying marketplace. As a heartbeat of the com. result many opp rtunttles munttles they serve, and m mun to inake infrastructure

-our cooperatives are will- Development improvements in small ing to get involved amt Corporations and rural communities help people. were missed. By pooling Soyland has also joined the needs of these smaller

. Rural Partners forces whh community . units of local government, banks in three areas of the Bond Bank can offer Soyland took a leader- the state to help promote the same credit advan-ship role in ereuting and economic development tages enjoyed by larger organizing h0RAL PART- with emphasis on projects cities.

NERS, the Illinois coall . to create jobs and By serving as a Com-tion for rural community . stimulate local business missioner on the Illinois development, and has growth. Soyland's leader- Rural Bond Bank, by continued to foster its ship role in the Bank chairing the Illinois Food growth. Soyland is part of Community Development Processing Task Force, by the three year program . Corporations (CDC's) once - participating in the entitled, " Helping Rural again demonstrates our Illinois State Chamber's Corr.munities Prepare for commitmont to the health Task Force on Economic Economic Development," of our rural communities. Policy, by presiding over which is funded by a Soyland is an equity part- the state association of

$602,000 grant from the - ner in Rural Adams economic development W.'K. Kellogg Foundation Development Corporatiott professionals. Soyland

.of Battle Creek. Michigan, Illint Community Develop- staff continuea to exhibit with additional funding ment Corporation. and support for rural from the University of Tri County Community economic development.

Illinals. Soyland and Development Corporation.

members of RURAL Under the cooperative i PARTNERS The pu pose plan, the banks. utilities of RURAL PARTNERS is and other private partners to empower local com- share the risks no Indi-munity leaders to design vidual institution could and manage the change and development of their 3

-M AN AGEMENT: REPORT member cooperatives with Electrification Administra.

a broad mix of generating tion (REA) and the l

w c capacity, use of the transmission system, and National Rural Utilities Cooperative Finance Cor-economic dispatching of potation (CFC) have 0;

MPPm c g )( generating units at a joined Soyland in this Attorner French L fraker b U/ G reasonable cost for the next 20 years or longer, litigation. The case is cur-rently before the United

> Among the significant States Circuit Court of pO.y ~

changes, the amendment Appeals for the Seventh

~3 increases the amount of Circuit on an appeal of an clectric generating capa- earlier ruling from the city Soyland receives trial judge on the REA's from each o' tilinois motion to enjoin a state Power's fossil fueled court proceeding which Legal Issues power plants, eliminating RECC initiated against the need for Soyland to Soyland seeking to vold The year 1990 also now spend millions of dollars the wholesale power con, many important as early as 1995 to build tract. It is anticipated that developments in the area a major electrie generat. the litigation will soon be oflegal activities of the Ing plant of its own, allowed to proceed and cooperative. Of single- Other significant legal that the parties will be most importance, Soyland - developments involved able to engage in management, the board of the dismissal of litigation discovery starting in directors and legal which a small number of mid 1991, counsel negotiated a very consumers calling favorable settlement in themselves the Federation Generation Mix the litigation Soyland of RuralIllinois Electric initiated against Illinois Ratepayers initiated Soyland has a broad Power Company for against many of the mix of generating capa-damages resulting from Soyland directors and city to meet its needs the construction of the officers for personal through at least 2011.

Clinton Power Station. liability arising from Supplying about 25% of The major component of ' Soyland's participation in our total energy require-the settlement was a - the Clinton Power Station. ments, the nuclear substantial amendment to The Illinois Supreme Clinton Power Station

- Soyland's Power Supply Court refused to review provides Soyland with Agreement with Illinois the matter any further, 125 megawatts of base Power. thus rendering the load generation. When the The original Power dismissal final and . full financial impact of Supply Agreement unappealable. the 1990 Clean Air Act between Illinola Power in other developments. hits our coal fired and Soyland went into 1990 saw no real change g,nerating plants, we effect in January 1985, in the status of litigu' ion should begin to appreciate The agreement gave which boyland initiated the environmental advan-

'Soyland the right to against Rural Electric tages our nuclear plant 10.7% of the output of Convenience Cooperative olTers.

Illinois Power's fossil Co. (RECC), Soyland filed Cl.nton's second refuel-fueled power plants, use suit for recovery of cer- ing outage was completed of IP's transmission tain montes withheld by in March 1991, with the system, and joint RECC under Soyland's next refueling outage economic dispatching of equity funding plan. The scheduled for the spring Soyland and Illinois suit also asked for of 1992. During the Power generating declaratory relief in the refueling outage, one capacity, Under its terms, form of a judgment third of (ne fuel bundles Soyland would have been helding that the whole- in the reactor core were requirnd to secure new sale power contract replaced. Corrective and sources of generating entered into between preventative maintenance capacity to provide for the RECC and Western were also performed and cooperadves'. future power Illinois Power Coopera- modifications were made supply beginning in the tive Inc. (WIPCol is a to enhance the plant's

. year 1995. bin' ling and legal ob!!ga- performance.

The recently negotiated - tion which now inures to amendment to the Power the benefit of Soyland by Supply Agreement pro- reason of the merger of vides Soyland and its 21 WlpCO into Soyland in l 1989. Both the Rural l 4

MANAGEMPNT REPORT

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M AN AGEMENT- REPORT l

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ALmagement Stuff; Left to right Stephen C. Although we prefer to Subsidlary Operations Parr, Afanager of Engincering & Operations; continue using high sulfur Jim Greenwood, Ahmager of Power Supply: Illinois coal as the Applied Energy Ahchac1 S, Iker. Attorney PrtrMa S. primary fuel, switching to Systems, Inc., the wholly.

Reyttohis. Director of Pubhe & Government low sulfur Western coal owned subsidiary of 1<rlations: Douglas A, IAiugherry, Director of cannot be ruled out as an Soyland, showed an Economic Derchipment: Robert K. flaibour. option. Illtmis Power will increase in sales of Water-Vice President and Aufstant Afanager; apply to the U.S. Depart- Furnace geothermal units Kenneth W. Kammeier, Afanager of Finance ment of Energy to host a with a total of 365 units

& Admin /stration. Not pletared: Lee WJimes. Clean Coal Technology sold through the dealer StalT Engineer. Project at the Baldwin network.

Station. DOE funding Applied Energy

. could significantly reduce renegotiated the the cost of constructing a distributor agreement -

high technology clean air with WaterFurnace inter-system at Baldwin, national, adding several counties in Missourt to its service territory,-

This year, Applied Energy executed a distributor agreement with Steffes ETS, Inc., a leading manufacturer of electric thermal storage (ETS) heaters. The ETS heaters offer cooperative members the benefits of electric heat with the advantage of incentive electric heat rates.

Through our subsidiary operations we are a recognized leader in marketing. Applied Energy will continue to assist the member distribution cooperatives in the promotion of geothermal systems and ETS heaters.

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COOPER ATIVE PROFILED Adams Electrical Regional Economic Clay Electric offers a Co-Operatfre Development Consortium. fall grain drying rate as Adams Electrical is taking an incentive for farmers

, a leadership role in to use electricity at a H. 7,. developing several in. reduced cost. The

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-3 dustrial sites across its slx county service area.

cooperative also olTers an Interruptible rate to its One of the more impor- larger members, pro-

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pd tant sites is a parcel of viding the enember with a 7 N Mana Electreal V '4f land at the Quincy air- reduceci elect.lc tate if the member curtalls load dur-

$ gg "N' port, which was the site Roger C. Mohrman of a well publicized Air ing peak demand times.

Itobert D. Smuh q National Guard exercix The cooperative's stall A in August, This week long is involved in local Clay Electric exercise of an F 16 fighter chamber of commerce James li Campbell .. jet squadron demon- and service organization

11. Citiford Cammon strated the physical activities, capability of the airport C1tmon County -

and has been portrayed in James Lt. Itiddle ,

'. several major aviation ,

Kenneth G. lietnzmann .

g 3 Electrical olTers . [

k% y a number of promotional and incentive programs

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Several rural Adams A diverse group of County banks, along with businesses and industries Soyland, have joined have come onto the forces to boost economic W t[

Adams Electrical system in recent years and development projects in k( 'A - lb several longtime hust' nesses have expanded, providing new job oppor" Adams County. The Rural Adams Development Cor-poration announced in December has been

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tunities. Doyle Equipment formed to help businesses  %-N Manufacturing of Quincy in need of additional 'N '

has added a new product capital. Assets pledged by [

line, providing fertilizer -g 7 each bank, along with a i N blending and spraying contribution from b9 equipment for agricultural " f Soyland, have been services companies. This matched by a grant from company is on an inter- the State of Illinois to ruptible rate provided by " " "" #

create a pool of loan operah, Inc.

the cooperative

  • money for business start-Adams works closely ups, expansions, moder- ns with the Great Rivers nizations, relocations sin Clinton County Electric Economic Development Cooperative offers a broad and retentions in Adams Foundation (GREDF). County. array of marketing pro-local chambers of com- grams to its members.

merce and other area Although Clinton County development Clay Electric Electric serves primarily organizations. Co-opera tf re, Inc. residential loads, it has o'. Roger Mohrman was E experienced growth in the industrial sector recently.

elected president of Clay Electric Co-opera-GREDF for 1991 and tive serves a truly rural The cooperative manage.

Adams stalT members are service area. Ilowever, in ment believes it is ex.

active in several other addition to the residential tremely important to offer organizations such as the services, the cooperative the member a choice.

serves numerous oil wells, which collectively make up 10-15% of its system load.

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COOPER ATIVE PROFILES financing for up to 60 Coles Moultrie Electric - and cooling homen or rnonths. Cooperative businesses. These rates The cooperative also include a dual heat and offers a time of day rate to air conditioning rate, dual both the residential and heat only rate, geothermal commercial sector. Six , heating and cooling rate.

major members are on un and an air conditioning-O interruptible rate. And the cooperative implemented gj y

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The cooperative is

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colewMoultric Electric available to the more than ,,

, development organiza "

Malcolm O'Neill David G. Finley 200 dairy farms it serves.

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'"ogether, an organization heater program allows s .

recently developed to col-Corn Helt each participating  ?

lectively promote all of

'Jelirey D. Reeven member a water heater at <

the communttles within Stephen Schetti no cost: however, the Coles County, and the member must agree to East Central Illinois allow the cooperative to Development Corporation.

Interrupt electric use by a participant in the radio control for a period  ! -

Illinois Corridors of of 10 years.

During the summer of L & .gF l

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Opportunity program.

1990 the cooperative launched an electric load {' .~p f >-- - Corn Belt Electric Cooperative Inc, retention and expansion program which provides y<6 g ,;,

each participating j .

gg g member with a free Elec- "

j' Normal, one of the fastest tric Thermal Storage Unit -

developing areas in down, (ETS). An ETS unit is st e Illinois Th I designed to store off.pcak E A diverse group of new energy at a reduced rate businesses has recently Farm insurance, Country which will then be located in the service area of CMEC Vogel Micro- Cmnpanies. Uhnois State uttitzed during high University and Diamond.

demand hours. This pro- wave Foods is a storage and production factitty for Star Motors, a joint auto gram allows the inanufacturing operation cooperative to reduce its microwave popcorn pro- owned by Chrysler Corp.

peak demand. . vidmg a market for the eastern Illinois popcorn imd Mitsubishi Motors.

The cooperative works Corn Helt and other to promote Clinton producers. The coopera-County and produced a tive also serves the new videotape called

" Gateway to Growth,"

regional cancer center at Sarah Bush 1,incoln 6'p g .,

which promotes the llealth Center, which is p, '

Clinton County area to one of CMEC's largest >M, -

business and industry. loads. Mid State Tank Co., ,

Clinton County Electric has also received approval an agriculture tanker manufacturer, is new to yg PiM y

for a $100.000 no interest CMEC's linesi as well as -

Itural ElectrtHeation Carle Clinic and the head. -

Administration loan for quarters of Coles- 'i economic development. Together.

The cooperative pro. - i vides low interest loans for members replacing existing fossil fuel furnaces with a heat pump or geothermal heating system it also offers four new optional i Ry

.?

  • rates and a monthly incentive program for y

water heaters. Each of these rates is designed to g'Q' lower the cost of heating g- .< )

sa n_ _ i 4 3

10  :

- - . - - . . _ . - . . . _ . . - . ._-._. _ . . ~ _ ~ - . ---.__._.~._ - _...,__. . _ ..--~

COOPER ATIVE PROFILES power suppliers in the .

. s:p g .yy g. - . r.  !

area have kept pace with  ; M K id k gy,My f % gyp '

ff, p "10 p d$fftyQ.jsp l/ M d.;j.. . rLj l

-these growing firms, 1 , lgl yi M;.y f % .,'"MQ posting impressive growth . :.ggg[;J!p 11 %W g4Wh d W *hNpg"d@' /

'g Jf

@MMM

'^* , -

.,9

  • 3 l

~ in load and energy sales.

J-)

, ,,, g6%Q'M d1 lt .

+

Corn Delt's system load -

has grown 39 percent > ,(

7 (i 6 W$,, h:n.p '.$lt,f.6 ,, S g g gy W a gg .2 d"%'

l since 1985. <W . " ei e .

.: . j in v 3, ,

y l

W 14 - k;; J ndhadyrhp i

!. Much of this growth is centered on the outskirts M / @ i h' $rlQ

.fi hfpNg 8

j ps '7,[NE,J.[/$,-:w-l E.c.U4@;/'R M of Bloomington Normal.

- 4 .1 ";

9 /'; ,p M@.;M .y , . '

A It's there that the .

  • - .m M/A ' O y Q "; -

cooperative serves grow- .

9' t

ing subdivisions and a VM l.

. ( k 8; J ";/

diverse group of business .

r operations. New loads .: - 4  : #&dh;qYjQ # 4 i '

- @ s [ <, - W f,r include an Internal , ., ?

Revenue Service distribu-W W

~~ ?9I . #.h@fi%jMkNkT) Q S e.

tion center that employs .

f 250 persons year round .

c / .

j and an additional 950 people during the peak

': *g g-

/ . l,g . y('!"., -

if.

h%iW.l ;'Nl ec mpg 9 N% . Qip m ,

. 'i:F tax season from October .4 ' NME,8 '$@1 :M;da Xy to April. .. i 4 i C.

Unit Distribution is . :

- d'DNb*?iF% Q V,'- '

1

~. ' b! h;,, . . . . J; e another fairly new facility M J ~ L. M .. c i ' . . ,

on Corn Belt's system.  !' ..- ~

Unit Distribution, whteh - -

provides "Just in time" e

delivery of parts to Cater- "

1 pillar, Diamond Star and .

e - ' ,

other companies, employs l

325 persons. Another I facility on Normal's west side, near Diamond Star, P ' l is Vuteq, which provides * '

4 windshields and other. '

auto parts to the auto .

plant. Vuteq has brought about 80 new jobs to the -

area. Also nearby is the . '

Pittsburgh Paint and '

Glass (PPG) facility,'which d' -

employs 18 and supplies > -

the auto plant with paint.

The cooperative active'y .

promotes a time.of day rate by supplying each -

Interested member with an effletent water heater at no cost. The coopera.

tive then controls the use of these water heaters for 2 4 hours4.62963e-5 days <br />0.00111 hours <br />6.613757e-6 weeks <br />1.522e-6 months <br /> per day Corn Belt offers a unique low cost air conditioning rate if the member is willing to interrupt 15 minutes

. out of each hour when F

the temperature hits 88 l'

degrees. The cooperative niso offers an economic development rate to new i3 or expanding businesses such as its newest member, the Days Inn south of Clinton, Illinois.

I1 ,

i

k.._.. . .

COOPER ATIVE PRO FIL ES . ..

currently, ElEC is actively local Community Develop-gg. . Involved with several ment Corporation. Illini

  • & 1 ~ '

4 a orgimizations throughout Its service area which CDC. which works to retain and create high .J

_ . encourage economic quality employment pM,F/

k H growth through business expansion and location.

opportunttles in east cen-tral Illinois. The illint HOARD OF DIMECTOH$

'[0 M.1-  % / ElEC played a key role CDC, a private partner-y in Ford County submit- ship between local area

,N9bD ting a RURAL PARTNERS banks, the local coop-Eastern lutni Electric Wm. David Champton. Jr.

w

( j\ M b application which was eratives and Soyland. pro-vides seed capital for ex-chosen as one of the first Gene P. Warmblr aH~ ~ ~ }.d$ six counties to participate in the program, pansion and development efforts.

Edgar Electric . In some cases ElEC has A planned lilinois Thomas J. llentz / -

gone beyond providing Department of Corrections Joe Welsh k- . electric service to assist prison work camp will bring a major new electric i members to maintain a Formers Mutual Electric I quality of life equal to load to the cooperative Robert L Delp k="'F j metropolitan areas. For and a projected 110 new Darwin J. Mann ) {f example, the cooperative jobs to the area. Construc-E4 , is providing entertain- tion on the minimum 7 ment programming security prison facil!ty at

,k[W through satellite services the north edge of Paris is underway, with comple-A', offered through the I National Rural Telecom- tion scheduled for late M@4 { - ,V' 'h L2W/ munications Cooperative, Manager Dave Champion summer, An expansion at Eastern lillnl Electric is n the board of direc- Northrup King's Parts Cooperative tors of NRTC. seed corn processing facility has created six Edgar Electric new full time jobs and E - Eastern Illint Electric Cooperative actively pur. Co-operative Association y s[a yIjybs.The sued ways to allow the major load for the member to take control of cooperative for 20 years his electric bill by offering - . . , .

and energy sales will-a comprehensive set of M increase dramatically innovative rate structures because of the expansion, and promotional pro- Edgar Electric serves the grams. A theme which y/.

7 s- h-k "

expanded facility on a runs through most of lm' e3 special rate designed by these incentives is to shift V e the cooperative.

the operation and usage D"' 9 of kilowatt hours from peak to off peak and at [, y v AT hh The cooperative offers economic development and interruptible rates to the same time increase i y 's M industrial loads as well as kilowatt hour sales. The time of day rates in the cooperative promotes the residential and commer-latest in home heating W"D.

clal sector, system technologies 6 Edgar Electric is active including geothermal' b -) in the Trea's economic thermal storage and dual development organiza-system deatgns. The sue'  ? .. ~ p .

tions, which include the cess in member accept- c Parts Economic Develop-j.y ance of these programs is a testimony to the ccop-erative's commitment to

{(g. b

. . jr rnent Corp. {PEDCO), the Parts Chamber of Com-merce. Promote Paris. the member communication.

The cooperative cur-

4. p - ]'I 2 East Central Illinois rently offers an economic p pl/h 0 i l Development Corp. and 3 f the Illinois Development development rate and inter- Council.

ruptable rate to satisfy the growing needs of  ; Edgar Electric Co-their commercial and in- 1 operative Manager Tom dustrial members. Con- flentz was instrumental l In the development of a 12

e COOPER ATIVE PROFILES Fartners Mutual -

' - . .: ' ' b;% . .:

& 'd/;f -? 6. .; -f).hi ' ]

< Electric Company ,

. ~ .-

s ,

,~  ; * ; . ; . .{ .; : : - Q,f );,4,j.QL , The < oogwrative .' ' .* '. y" ' W . V7.L"M - J'.( i jai i

                                                                                                                                                                                         $h

( basilcally serves fartns and 6 rural hornes in some 10

                                                                                                                                                  - ;'[l a dh         l
                                                                                      ?

Y'W.g[hg@/g/

                                                                 - .                           . . ,. , 1 J. u.:                                                                           ;                                     p subdivisions in the                                         ..

r J gj'- gg

                                                         < D% '-                                                              9'-                                                        hj,gh~t $.k 'i-Farmers Mutual service                                                                       ?"' '

M ' % j{ i 4 4 , " y" . . . ', ? [, territory. The small .

                                                                                                                                                     .r . ..          m.e'                                       ',f-cooperative doesn't serve                                                                                                   '
                                                                                                                                       .                   ,g . p 1;r                .

uny major industrial or 'W 41. yq q. ${ ,

                                                                                                                                                                                                                              )lj, "(

commerelal acernmts, but ..'e- N farmers Mutual did see

r. ...

A % g',3 kun

                                                                                                                                                                     . "M"gi,               =    eq']y%                          i)f jw g.;WM I         some growth in 1990.                                                                                                                                                                 Y,>   -

MV '~ Farmers Mutual's elec- <

                                                     ~
                                                                . ..                c 4

I i ' 'g )M!O m-( ' ' ' O 7. "]'ry.fk . '

  • tric sales have temained
                                                                                                                                                  ~

5

                                                                                                                                                                                                             .if'(Tyd, c
    . Ilat during the past 10                                                                                                                                                                                               i o years, Grain drying is a m        main contributor to the                               -
                                                                                                       .gf                              . .

cooperative's energy sales. The cooperative is an 's " ,l Involved and active nup. porter of the Geneseo Chamber of Commerce i nnd the Ocnesco Develop- - - ( ment Group. The coop. *

    ' erallye is supporting 1                       .                                     .

llenry County's applica-

                                                                                                                    \
    . tion for cominututy

,, development assistance I '1 from the HURAL PART. k NERS program. i - (t. - .

                                                                                                                               )             .

6 a l h -

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l l, - ;_MgM . y} ... ., w,

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                  ,                     L 4
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  • d lCd ~ '

I l; 1 13

CO 3P ER ATIV E PROFILEO F r Illinois Rural IREC continues to offer IVEC offers a number of Electric Co. a reduced rate during the load management pro-heating season to all- grams which have electric members. Energy reduced IVEC's peak 4 D .. ' audits are conducted by the cooperative and used demand costs and have helped to stabilize rates. to size WaterFurnace The cooperative offers a r BOARD-OF gQ; systems for members, dual heat plan that DIRECTORS I / Rebates for the installa- provides a reduced L N, - ( tion of tiew geothermal

                                                                   '/
 . Ili/nals Rural Electric
  .Hobert E. Gant
                                        -ygC ,C      f J

units and ERC loans for replacement units are William Ortswohl y available to all members. The cooperative sells  % -%

 . Illinois Valley Electric l                                                         both small and major                       .
                                                                                                                                       ;r*R . 9                          ,

appliances to its members

 , Timothy 1,. Christensen                                                                                                         4 Joe Danielson                                                                      with financing available.                          ~p~Q~y p

it also sells satellite TV ' ]T McDonough Power

  • equipment and program- -

Wilham C.1,emons . . . , ; ming to members,

  .t.ymla11 Pigg                                       .

c p tve a large power members are operating Vk(y/T W ^yp of under a new time of day rate. This rate provides

                                          $(94Q   ""

7j significant savings to the business while lowering

                                           /  '

the cooperative's overall l c,am cost of operation. . IREC is active in a wide variety of organizations ( Q)'-

                         .E! The' cooperative was an                                                                                         Y f

de e p ni stern

                              - active supporter and par-                             Illinois. The cooperative is ticipant in the effort to -                           a member of both the bring an Illinois Depart-                             Winchester and pike                                 [
                              ' ment of Corrections mint'                             County chambers of com-mum security work camp                                merce and participates in es un n s              -

e R c rak fm oMpeak . o ttc n te rl( ridor Council, Manager Ed home heating, as well as camp, which will be Gant is a member of the a cash bonus for the in-P lV board of the TriCounty stallation of an all electric s chedt le to be Community Development heating system. The sometime this Year. Corporation representing cooperative also offers ad-w rl os 1 ti the

                                                                                              ""        *"'""#9""Y         """   "N#" " " I"N UI""IC water heaters," water partner.

Greene County Economic Development Corporation ca a timers, suurhy a IIIlnois Valley Electric light rental. air condi-and received approval for ; tion r oad e e 8,and a $75,000 interest free Coopera tive, Inc. . economic development , loan from the Rural E Illinois Valley Electric' wift y an pg V is a Electrification Administra- with service territory in partner in an aggressive  ! tion. A 20 acre Industrial north central Illinois, has economic improvement park will be located adja- several new loads on its program. It has con-cent to the prison work. cystem. The cooperative tributed financially and camp. filinofs Rura, and serves a major silica sand participated in a number Soyland will actively pro- mining operation, an FM of activities with various mole the park to prospec- radio broadcasting faelli-tive businesses. ty, a television station regional economic develop-and a seed corn drying ment gmups Illinois Valley Electric works with operation. Each of these its membership and all loads is on a spechlly conununhies within its designed rate benefiting service area to promote both the member and the economic growth, jobs cooperative. and business expansion in north central Illinois. 14' _ _ . _ ..______-_-_--D

_ . . _ _ _ _ _ _ _ _ _ _ _ _ . _ _ _ . _ _ . _ _ _ _ - _ _ . . . . _ . _ _ _ . = _ _ . . _ . . _ _ . _ _ _ . _ . - _ _ . _ _ _ ._ _ _ _ ~ . _ _ . f . . l C O O P E lt A T l V E P it O F I L E S

                                               -vnan"a
  • l-(b .

I's . ! A

                                                                                                                                                                                                             $'           ,)

l e ,I T' . f) e fj!. g;f) Tj  :  ? Nm a M g.;

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et : W. .n ,

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                                                   ' %l '                           %                            kv                                                   ,    _#
                                                                                                                                    , , , , c o -r           .3 gh i',t..                            II' ['e Y.h  V'+'     ,) s;/        -

4 V s .uf;,;. r 9, %g ., a - k  ;;f

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                                                                                                                             ?Y                    ,.'.         :,t          ,,   . .

I, 1 l ' McDottough Power l Coopera tive l The cooperative has been an artis e participant 111 the Macornb Area hidustrial Developrnent

                                                              ??

Wp i l>, 4 A_A. C' i

                                                .a          >

l =r

                                                                 }

i l l u m p.,^; e s f; _ II , , op s-y

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COOPER ATIVE PROFILES Company (hl AIDCol, storage heating systems competitors service and which has helped bring coupled with individual install irrigation systems, several new industrial warm room units. M.J.h1. many of them in the facilities to the area in offers a rebate program to cooperative's servict recent years creating encourage the use 01 high territory. some 300 new jobs, effleiency electric water The cooperative is post-Manage: Bill Lemons, heaters an*1 has imple. tioned to extend service HOARD Or who sits on the board of mented a rental program to the site lor the pro-DI" # 0"8 MAIDCO. recognizes that for high efftetency posed Jumers llotel. just the spin.off benefits of security lights. The north of Springficid. M.J M Electric sonu' new home construc- cooperative has promoted Menard Electric has also DennN A. Keker tion and increased com- these programs through a expertenced new home Eldon E. Moore mercial demand are help- variety of marketing growth and actively pro-ing the cooperative. efforts, motes geothermal heating Mened Electric The cooperative will and cooling systems. Doriand W. Smhh provide electrical service Menard Electric took Michael F,. Carls to a hetics of cellular [ 1 the lead in developing a telephone towers being  ; i joint television advertising Motiroe County Electife constructed in the area. e campaign with several Joseph 1 Pelhn partnerships to assist smaH and emerging Q%7)fh y.44 , other cooperatives. Soyland and Water-Donald 1.. Gleiber Furnace. of Illinois also businesses have been g4 A formed with Western '

                                                                                                       ;                    participating. The adver-Illinois University, the                                     _j    '

tlsing campaign resulted in direct inquiries to the Western Illinois Corridor Council, and the State of / cooperative regarding Illinois. McDonough electric geothermal power and Soyland are - heating and cooling nettve participants in systems. these collaborative efforts. The cooperative in very active in local community M.J.M. Electric SCIVICC with employees "IN""I*"II""*' Imkhn g Coopera tive, Inc. C tR leadership positions in the g f' ' e ersbrg Quunber M E M.J.M. oflers a rebate to nunem. Ik Wnard members who install new "'Y """ ' * " (_ whole house, permanently ""*. f"""Y the Zon "ing Board, the Installed electric heating 3 systems such as ground " Petersburg Fire Depart-source heat pumps or inent, potersburg city govermnent and various economic development k - Menard Electric Cooperative organizaHons. kb E Supplying electric power to the rmmy s . M. 6.A i h !p trrigation systems in its kN' / service territory is a key element of Mermrd Elec-tric's business. The cooperative ol'fers an in-terruptible rate to farms as an incentive for con-tlnued electric use, f The enoperative fr g extended service to Grosch irrigation Co. of f M gi4 gOI@ h rural Mason City this tv summer. The GO-year old GM Y company has been in the [# , Mason City area for 12 years, The company. M, rre > which provides services across the entire state, L -

                                                  %l\/

J r 32t g has 13 full time employees. Grosch and its 16

    . ..          . -              . . _ . = . - . - - . . .   - . - . . - . . ~ . .                                                                   -                  - . - ..                                 .-.-                           __ -
i- .

l COOPER ATIV E PROFILES

                                                                                                                                                   ' ' ~

Monroe County Electric . Co Operative, Inc. - l , . . . . _ i, { . l(_ L .. : - . 7

                                                                                                                                                                  ' >& z. ' ...q.' W                        l.E.. i .4,?-

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                                                                                                                                                                                            ,A l

l' 0 CoMonroe county Eieciric Operative is active in a y , l variety of local organtra- . tions working to promote 3- , I4 cronomte developmerit. f including the Monroe County Economic I

                                                                                                     ~
         ' Development Commla-                                                                                                                                          .
         . nion, the Waterloo                                             . -                                      .                                                                            .    ..'. O Chamber of Commerec.

the St. l.ouls llegional

                                                                       .*             -'       'J

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                                                                                                                                                                          ' , ~ . g :".'- d
                                                                                                                                                                                                                        - ' I  f A. I tf(>                  rdfi                                                                        *h                                                                                                                           .,

Southwestern Illinois Planning Commission. 'I. ~, The cooperative has ~

:' - Adb.n been involved in the pro-posed creation of the Fountain Water District in rural Monroe County which wouhl greatly.

enhance local economic development efforts, Cooperative service territory not currently covered by a water distrir't would become nuitable acreage for business h> cation. The cooperative continues to participate with its local comtuunttles in businens retentton activillen.- Monroc offers a signift-cant rebate for the pur-17

COOPER ATIVE PROFILES I chase of an Electric Shelby Electric create 170 new jobs for Thermal Storage Unit, lly Coopera tf re the area, installing an ETS unit. a The cooperative helped member of Monroe can sponsor the Festival of take advantage of a low I,lghts, a lighted holiday dual electric heat rate. , display on both sides of a The cooperative has used c mile long road to the 110 A R D OF this program to retain , ' ,, ,.. . resort. D1R W OHB residential usage of "" The cooperative previously installed elem recently assisted two Shelbe Eketrh' tric heat while controlhng f h,b) longtime tuembers in James E, Coleman F . the growth of electric con. i / expanding their opera L Euppne holdt humption in the winter during peak times.

                                                                           \/                  tions. ttlevins Conces.

stons. a popcorn proces-

                                                                                       '/

southwestern Eke. [ r\ A sing and packing firm near Assumpdon, ed Gary Wohlet Rural Electric panded its operations, Alan G.1.lbbr" Convenience Coop, Co. adding a new 500 kv servlee. Garwood Seed Located just south of Coma locally operated the lilinois state capitol, need company, added a Itural Electric provides 500 kv servlee for new service to rural areas and D= t on

                                                                                   ~

(Mu grain drying and storage expanding subdivision <

                                                                       ,         ;                facilities. Shelby Electric areas. The cooperative                      4 it.      %!                ts also providin'g service has seen diverse load growth in recent years, Qb                              to a new golf course near ranging from a massive N#1                         Pana. That facility will open next year, trozen tood warehousing faellity to a 2,000 square                       .

iN ' Shelby Electric is involved in a variety of loot antique mall, regional economic The cooperative

                     - aggressively markets the E      Sheiby Eiectric Coon.

crative practiced what it deveiopment activiiies. The cooperauve is a use of heat pumps, clee. preaches and installed a member of the Shelbyville tric water heaters, WaterPurnace geothermal Industrial Development baseboard heat and clec, heating and cooling Committee and area tric clothes dryers system in its head- chmnbers of commerce through signifteant rebate quarters building this and manager Jim programs. The year. The cooperative will Coleman serves on the cooperative also offers its use the system to demon. Shelby County Visttor's members energy loans of etrate energy savings to Association. up to $5,000 at 5% tts members' Coleman is also the interest over a seven year The new Department of Shelby County contact for

                       -term.                           Corrections medium                              the East Central Illinois The cooperative sup.        security prison near                             Development corporation.

ports an aggressive Taylorville is a major new Employees - rve on member services and load for Shelby Electric. county and local govern. marketing program, The facility is providing ment boards and commis-Itural Electrie is several hundred new jobs stons and area service involved in the activities for the Christian County organizations. of its area chambers area. When it's full, the of commerce and facility will house some economic development 800 inmates. Shelby Elec. Southwestern Electric commissions. trte built a new substation Cooperative. Inc. at the prison to serve the facility. E. Southwestern Eiectric Shelby Electric rdso Cooperative serves one of serves the Eagle Creek the fastest growing itesort and Conference regions in the state. With Center at Eagle Creek much of its serviec ter, State Park, in addition to ritory located in the a laxurious 138 mom greater St. l.ouls metro-Clarion Inn hotel. politan area, the coop-restaurants and con-ference faellity, the resort also features an lH hole championship golf course. ig The resort has helped

C O O P E ll A T I V F l' R O F I L 0 S k p

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                                                            $4}%O?s                         ugt!Pd&;QFieji t 35.

m ys@NM%+?h7*Gtb,S{ttQlQlgqg,N?M5;;16$K95p 4 Q p i g t g pst Q$hl$;hbi:g' a

                       'A$bb5 b h,,$.n~G?$&$k}$b Nkkhb@dQp&&n;gj%                                                                                                                                $N     ?(' y%

< ratis e has experienc ed signiticant commercial and residential growth. In order to keep pace with this dernand for s sem es* dY' T.

                             ==

8_ $ A h l 1. I *.s n

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4 8 COOPER ATIVE PROFILES I reliable and economic Spoon River Electric rates are available to i electric service, the Co operative, Inc, qualtfled members and a cooperative implemented water pumping station is a wide range of end use ~

                                                                            .                       currently benefiting from programs. They include                                                        the rate.

time of day rates, home The cooperative la energy system rebates, active in the area's pro-BOARD 0F electric water heater =, motional activities. DIRECTOR 6 incentives, interruptible . E.< . Oreg Campbell, the and economic develop- ~ cooperative manager. Spoon Rhrt i;tectrie ment rates. The serves on the board of the Gregory A, Campt eli cooperative currently has ip ~ '7-ly l'ulton County Economic Wayne !!allinger 11 businesses on its Development Corporation economic development and a staff member is a TrtCounty ricNrle rate whleh is indicative of 'A board member of the James E. Illnman ' the cooperative's involve-Canton Chamber of Irvin Stantnrd ment in local economic Columerce. development netivities. ,,.ef=3 Sou hwcatern par- WK Tri County Electric ticipates in a wide variety b Coopera tive, Inc. of economic development r ,_ programs across its 10 county service territory, Q1 I j 7'.*% }k g -

                                                                                                                                     }EWW l       Cooperative has a multi.

including the Madison County 1.eadership Coun. l%Q'./ ' }y , faceted marketing pro-gmm designed to increase ett, three regional "Cor- . load while coouchmn ridors of Opportunity" councils. RURAL, '..' ; / .f. . costs by spreading the Mq benefits of additional elee. PARTNERS and local AJ tric consumption among chambers of commerre. - all members of the coop. The Mayor of Greenville um crative. Efforts to attract

                      - is an employee of           mu     A few new homes were Southwestern,                built on the cooperative's                      new industrial and com.

system this past year, mercial loads to its ser-which is a big improve- vice area have resulted in ment over the past few several plant expansion years. This may be an and new business indicator that the start ups, economy la slowly Manager Jim Hinman improving in the Spoon and the cooperative staff River Electric area. work closely with the Mt. Manager Greg Cempbell _ noted that five coal mines gmN in Fulton County have closed since the early 1980s taking approx-

                                                                                                                          .fp$                        7
                                                                                                                                                       /

imately 1,000 jobs away y* h from area residents. Although the economy in the Spoon River area Q 141 ,.j):b -l has suffered, the (~ / y d

                                                                                                                                      %;' ~ ..j                P cooperative has aggres-                                             7 sively supported area                                                wf development activities.

The cooperative sup-

                                                                                                                         .h/

[4f%n ported Futten County's application for the , RURAL, PARTNERS pro- i gram and has offered to );  ; provide a staff member tn serve as a enmmunity ifa p p j" $ 4 coordinator. 4 The cooperative offers a - - -((s L(j W 3 rebate program to the members on both electric g~ water heaters and geo- .,. thermal heating and cool-  ;

                                                                                                                                      // */
  ,jo                                                     ing systems. Interruptible                                   d       ..
j. f  %

i - _ _ _ _ _ ..

 .__.y        _ . . _ _ _ . . _ . _ . _ . . _ _ . _ ._ .. _ _ _ . _ _ _ _ _ _ _._ _ _                                                                                                                                      . _ _ .                     _ _ _ _ _ _ ,

COOPER ATIVE P R O F I LIJ S  ! Vernon Industrial - - - < -- - Development Iloard and .: , w' E - 4 # ' r Illnman is chairman of V

                                                                                                               . ' E tfl> d"M)'                                            j '..f.' ' k N.! #-/'
           ' the board's jobs retention                                                                                   - a v--.                                                        .,'                                     s                                  i committee. That group -                                                                                                                                     -

1

k. ,, .',/. . >m . jhM(h '

meets monthly with local businesses and

  • L t.F,T. +- -

companies. 0lp%lffg & ' - '-

                                                                                                     'q The cooperative !s a                                             p.'

strong cupporter of the 1y j g., W 5 . , . Salem ludustrial Park and J. .

                                                                                                                                                                                                                                                                     /

contributes to the park's 4 p7 4' 4 j promotional and market-

                                                                                                '                             ~

ing efforts. Tri County b; I , j also works closely with L "t"

                                                                                                                                                        #                                          6             -                                                   f
          . the itend lake Conser-                                                                                                                                i                                                                                                  m f;
                                                                                                                                                                                                            ~

M' p$ k@is " .,, vancy District which r f . holds several industrial - s . ., ...- i k > ,[N. ? ' % '

                                                                                 ...j                                                                                                                   '

sites along 157 that are -

                                                                                                                                                                                                        - l ,'                             -         -

i served by the cooperative. .-

                                                                                                                                                                                                           ..                                                        j i              . Tri County and Illinals                                                 ;};M $pW'fO. (h , ' , \.,
i. l Power also recently s '. ? 3 %  ; ,

signed agreementa that , .

                                                                                                  ' T.                                            .,           .

F s D l clearly designate ter. - ritories for serving all

                                                                                                                                                                             ~
                                                                                                                                                                                                                ' 'v                                                 ,
                                                                                    - ~~                                                                                                                                         A '

future loads, including . ~ .. r . s large loads. This agree-ment will save time, con-p F s

                                                                                                                                                       , T-g                        ~~
                                                                                                                                                                                                                                        'J-Y j

s

                                                                              .M-                         t                                                         '

fusion and disagreements 4 between power suppliers y' . for any future develop- .. a- .. j ment in the area. litnman U

          'said,                                                                                                                                     .'                                                                           $%                               0
              - The residential                  .
                                                                                                                                                                                                                                    >" .'                            l marketing program of                                                                            .                                      . ..                                                                             s...

Tri County has been i extremely successful in " M,

                                                                                                                                                                                                          ;jf' ' * "
                                                                                                                                                           ~

providing members with a . variety of oi)tions to $ ' improve efflelency and I' . I lower costs. The coop-erative actively promotes s

                                                                                                                                                                                  . '..w-('M. '
  • geothermal heat pumps and is among the leaders in cooperative member installations in the state. -

J l I - 21 3 a

COOPER ATIVE PROFILES Wayne White Counties events w!th displays and Electric Cooperative handouts. Four thnes a year, the cooperative sends its members infor.

                                           ,                 1          mation on incentive pro-grams provided by the UOAHD 0F                                                   .
                                                                        #UEU"" "'

k,.Q"l] d \% DIRECTORS 1 pl3z j;} Western Illinois Electrical Coop. -nyne Wlate connues \{ M i Dale Warren \ MO - WlEC's membership Imrry L llossetton S / consists primarily of Western Illinum 1:Icctrical  ; pq - residential and farm ser-

                                                 '     E,ipu!            vices. In recent years, the l'aul M. Dion                                                            e    perative's energy sales llaven D. Vaur.hn                                                        have remained relatively Aw                  constant, and even f4Fkfi                     though building projects in the cooperative's

(/ . service area have

                                                        %(                lucreased, its membership base remains faltly
                                                   '4     ( g,
                                                    ,,i.L* .y steady.

er : The cooperutive has p%g ' developed a marketing program called Servlee j c/

                                       ,     y
                                     , Wt      ,                           Plus. Among the pro-
                                     ) inf                  N-gp!J 2.;     grams offered are a geothermal heat pump pt agram, a low interest B      The cooperative is an                   linancing program, an nettve member in a                          electric water heater number of community                         rebate program, an air development organiza-                       source heat pump /

tions throughout its resistance electric heat service area. The coopera- program, a dual fuel pro-tive staff members hold gram with a rebate, and a leadership positions in reduced rate for electric regional corridor noun-cils and individual com- j Jg munity economic develop- ' fr ment organizations. The cooperative assisted two i counties, Wayne and llamilton, in the prepara- gI M[ tion of appileations for J -Q itj selection in the RURAL  %, . . PARTNERS program, tb7; ^

                                "lielping Rural Com-munities Prepare for Economic Development."                                                    -

lloth counties were among the first six coun-ties selected in the pro-gram and Wayne White W h T" Counties Electric Coop-  ![; A erative will continue its *: -4 leadership positmn for hj C' d 4 both counties. f i During the past year  : g g the cooperative has Y .. 4 expanded its load reten- f [4 - j tion and expansion pro-  ; motional activities and ,. < has attended fairs. trade I -

                                                                                                                             ~ ^ ^

22 shows and community

   ~_     _ . _ _ . . . _ _ _                              _.               ___.._. _ _                                 _ , . . _ _ _ _ _ _ _ _ _ . _ . _ . . _ _ _ . _ _ _ .                                                                       ._. _ _ . .

g 1 COOPER ATIVE PROFILEB spwgr:ywww M pre +  ; yt: %, pp.: h . '

                              - M&M j# 3 ' ' ,h '                                               '

g 'W ; :y ,

                           ? lf ygp I : $f p,p@;t          4        '

s

                                    .. : e                    ,

kpi4. w.i-, -pw!!3 pil E

                   ,r                   e            . ,                  e
                 'lL            Q]l[,h., ,

4 v. g, y? W

                                                   . . s v. .

g* y4- - u

                                                                                                                                                                                                                                       ?~ : e 'm;
                                                                             .,-                                                                                                                                            y-i0 '

l ffQ&9&s.@:yp@  :)

                                                                                                                                                                                                                                                                ?$

M 'k'" $ % ;d ; @ g

                                                                                                                                                                                                                                                    *y', W. 4 g sg%gpyjg,Qy?QQ
      .,                                                                                                                                                                                                                                   G n>t g:/g; ,!

i4

         = grain drying; WlEC also offers an econornie development rate to new or expanding businesses.
         ._ Economic development-activity is on the increase in WlEC's area. The llancock County Econointe Deve}opment Association was fortned recently and the
cooperative joined with Soyland to empport the group. Western Illinois provides leadership by serving as the head of the Carthage Chamber of Commerce. There is also - t interest in forming a bank L community developrnent corporation and initial meetings have been held,'

23

                    -         J.-.-.-~.;-__.                    , _ , - -            -_ _ _       _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ . _ _ _ _ _ _ _ . _ _ _ _ . _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _                                                  _ _ _ _ _ _ . _

s > BERVICE AREA 1 ' ADAMS ELECTRICAL CO4 PERATIVE P.O. Box 247. Carnp Point 62320

2. CLAY ELECTRIC CO. OPERATIVE. INC. , \

P.O. Ek>x 517. Flora 62839 l l

3. CLINTON COUNTY ELECTRIC ,

COOPERATIVE. INC. P.O. flox 40. Ilreese 62230 i

                                                                        ]-
4. COLES.MOULTRIE ELECTRIC COOPERATIVE
                                                                                                   ~

1 __ P.O. Hox 709. Mattoon 61938 10

5. CORN BELT ELECTRIC ' l~
                                                                                                                                                                                   -f COOPERATIVE. INC.

P,0. Box 816. Bloornington 6I702 08I6 -.LA lr , ]

0. EASTERN ILLINI ELECTRIC f COOPERATIVE }[ - m P.O. Box 9G. hnxton 60957
                                                       ~~

11 L _' IB 21-

7. EDOAR ELECTRIC CO. OPERATIVE 5 g ASSOCIATION f P.O. Box 190. Paris 6i944 ==i 6 w
8. FARMERS MUTUAL ELECTRIC COMPANY
g {~~' /.

l P O. Ek)x 43. Genesco 61254 . -

                                                 %                                                                                                                 g                      P-
  • P
                                                                                      \
0. ILLINOIS RURAL ELECTRIC CO.

212 S. hlain Street. Winchester 62694 9 -f 15 ,

                                                                                                                                                 ~
                                                                                                                                                                            "-[C             7
10. ILLINOIS VALLEY ELECTRIC ,], (: '16 -
                                                                                                                                                                             ~ '

COOPERATIVE. INC. P.O. Ik.s 70. Princeton 61356 l* h

11. McDONOUGH POWER COOPERATIVE f P.0, Box 352. Macomb 61455 e
                                                                                                                              , 17
12. M.J.M. ELECTRIC COOPERATIVE. INC. j' '
                                                                                                                       "*   f'
                                                                                                                            ~                                              2 P.O. Box 219. Carlinville 62626                                   V' d               r".*3 '                                                    I ~d
13. MEN ARD ELECTRIC COOPERATIVE P.O. Box 279. Petersburg 62675
                                                                                                   ,           W                          l0~

J-~

14. MONROE COUNTY ELECTRIC I4'I 4-CO. OPERATIVE - 1
        . P.O. Box !28. Waterloo 62298                                                                                            }
                                                                                                                              }
15. RURAL ELECTRIC CONVENIENCE / l-COOPERATIVE CO.

P.O. Box 19. Auburn 626I5

10. SIIELDY ELECTRIC COOPERATIVE P.O. Hox I66. Shelbyville 62565
17. SOUTHWESTERN ELECTRIC / C\

COOPERATIVE. INC. ( P.O. Dox 409. Orcenville 62246

18. SPOON RIVER ELECTRIC CO-OPERATIVE. INC.

P.O. Box 349. Canton 61520

19. TRI. COUNTY ELECTRIC COOPERATIVE. INC.

P.O. Drawer 309. Mt. Vernon 62864

   ' 20. WAYNE-WHITE COUNTIES ELECTRIC COOPERATIVE
  • SOYLAND IIEADQUARTERS P.O. Drawer E. Fairneki 62837 Decatur
   - 21. WESTERN ILLINOIS ELECTRICAL COOP.
  • DISTRICT OFFICE P.O. Hox 33C, Carthage 62321 Jacksonville 24

.. -.= INDEPENDENT AUDITOR'S R3 PORT-M Peat varwick Certified Public Accountants 1000 Davenport Bank Building 220 Main Street Davenport, IA 62801 - 1 Independent Auditor's Report he Board of Directors Soyland Power Cooperative,Inc,

        . and Subsidiary:

We have audited the accompanying consolidated balance sheets of Soyland Power Cooperative, Inc. and subsidiary as of December 31,1990 and 1989, and the related consolidated statements of revenues and expenses, members' deficit and cash flows for the years then ended These consolidated financial statements are the responsibility of the Cooperative's management Our responsibility is to express an opinion on these consolidated financial statements based on our audits, We conducted our audits in accordance with generally accepted auditing standards Those standards require that we plan and perform the audit to obtain reasona ale 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 An audit includes assessing the ac- ,

countmg principles used and significant estimates made by management, as well es the overall financial statement presentation We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly,in all material re-spects, the financial position of Soyland Power Cooperative, Inc, and subsidiary at December 31, , 1990 and 1989,' and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles, 4

                                                                                       ""A-KM            dlh February 12,1991'
  ^

l2"l%%%m., 25

CONGOLIDATED BALANCE SHEETS 0 Soyland Power Cooperauve, Inc. December 31. ASSETS (note 4) 1990 1989 ELECTRIC UTILITIY PLANT at cost (note 3): $ 1,002,131,022 In service ,, .,,,, ,,,, S 1,005,496,776 Less accumulated depreciation 89.691.123 64,449,781 915.805.653 937,681,241 Construction work in progress , , . .,, ,.. . 2.194.791 3,671.757 Nuclear fuel, at cost less accumulated amortization of $12,611,170 in 1990 and $9,348,100 in 1989 . 20.136.530 21,616,517 Plant site held for future use . 7.262.285 7.260,346 Net electric utility plant , , ,, ,, ,,, 945.399.259 970,229,861 INVESTMENTS: 13.245,370 Investment in associated organization, at cost 16.020.811 Notes receivable (note 7). . . ....... .

                                                                                              .        .                          8.930.000                                                    8,930,000 Marketable securities - decommissioning trust fund, at cost ,           ,, , .                    , , , ,                                     ,                      521.058                                                          -

Total investments , , , 25.471.869 22,175,370 CURRENT ASSETS: 784,323 Cash . .. .. . . ., , 120.092 Temporary investments ., , . . 4.187.792 33,850,000 Accounts receivable, members , , , 15,671.221 13,837.577 Other receivables , , , 8.444,884 3.698,852 Inventories . , , . . , , , ,, . ,,, , 9.521.030 8,447,692 Prepayments and other , , , , 294.016 273,013 4,042.191 2,152,271 Recoverable energy costs , , , , ,, Total current assets , , ,, ,, ,, , 42.281.226 63,043,728 DEFERRED CHARGES: 18,738,677 Costs deferred under phase in plan (note 3), ,, 23,432.077 Deferred interest (note 4) ,,, , ,, , 51.328.416 52,721,041 Total deferred charges , 74.761.093 71,459,718

                                                                                                                          $ 1.087.913.447                          $ 1,126,908.677 See accornpanying notes to consolklated financial statements.

26

       =*         . .

CONSOLID ATED : D AL ANCE SHDETO l

           . Soyland Power
          , Cooperuth c. Inc.

December 31, ,i 1

            ' CAPITALIZATION AND LIABILITIES                                                                                                           1990                 1989                  i i

CAPI *i ALIZATION:' I Members' defic!t: Membership fees . . . , , . . , , S 1,675 $ 1,075  ;

                    . Patronage capital .           . ..          . ..                                                                                   2.779,263             2.779,203          t Other equity. ... .                    , ,.           ,      ,              . , ,                  ,                                  191,929              101,929 Deficit . . . ,  .,                ..       .                .                    .              . .                             (48.675,238)          (48.727,074)

Total members' deficit .._...... . . . . . . ... (45,702,371) (45.754,807) Long4crm debt, excluding current installments (note 4). . 1.004.162.842 1.020.556,635

                         - Total capitalization . . , , .                . , .        . . .                      .       .                            958.460.471           974.801.828 CURRENT LIABILITIES:

Current installments of long. term debt (note 4) . . . . 20,641.000 19,105,000 i

                - Accounts payable . . . .             ...           ,, . . .            . . .                            .                             16,342,302            14,164.459 Advances from members . . . . ,                        , ,        ,           .           , ,                    ,                    17.610,724            18.083,882 Accrued interest        ,... .                .,.            . . .            .                                                       15.020,378            14,703.370
                ~ Accrued expenses . . . . . . .             .. .....                       .                  . . .. .                                  2.578,910             2.442.193 Total current liabilities .                       . ,      . , ,                               ...                           72.193.314            68,498.910-OTHER LIABILITIES--decommissioning reserves                                                                  . .                               521,058              400.000 DEFERRED CREDITS (notes 1 and 3):

Equity funding payments . . . . . . . . , , , . . . . .56,738,604 71,398,162

Deferred revenue, , ,,,, . .6 . . . , , . .. .
                                                                                                                                                              -               11,809,777 Total deferred credits .                    . , .          . .                . , . . ...                                    56,738,604            83.207,939           ,

COMMITMENTS AND CONTINGENCIE8 (notes 7 and 8) S 1.087.913.447 $ 1,128.908.677 See accompanying notes to consolidated financial statements. i i l~ 7 [; i 27

CONSOLID ATED STATEMENTS OF REVENUES AND EXPENSES Soyland Power 0 Cooperutive, Inc. Years ended December 31, 1990 1989 OPERATING REVENUE 8: 109,150,042 Electric energy sales , , , . . . . 6 181,607.405 $ 1,184,477 906,976 Sales of ground source heat pumps, net 737,009 Distribution revenue , , 617,000 66.113 29,636 Rent of electric property , , Other, , , 23.282 28,173 Tote.1 operating revenues 183.498.277 170,851,836 OPERATING EXPENSES: Operation: 43,773,219 Purchased capacity (note 7) , 49,538.140 39,604.228 40,191,334 Energy costs (note 7) . 10.065,702 9,449,694 Production - other . . 2,109,274 Transmission , , 2.135,260 Distribution . ... . .... 258.736 119.082 Cost of ground equrce heat pumps sold , 864.685 647.396 Maintenance .. ..... . ,, , 6.174.957 4,915.438 Administrative and general . . 3.936,916 6,186,726 Depreciation and amortization . , 26,762.659 25,344,002 Property and other taxes 2,573,404 2,294,812 Decommissioning provision ...... ,.. 121.058 200,000 Costs deferred under phase on plan (note 3) (4.694.000) (13.448,081) Total operating expenses . 137.541.745 121.782,896 Net operating margin , , , .. 45.956,532 49,068,940 OTHER REVENUE. principally related to 7,966,110 plant ownersnip settlements (note 7) 8,385.156 Net margin before interest charges. 54.341,688 57,035,050 INTEREST C11ARGES: 57,066,491 Interest on inng term debt , , , 54,055.446 Other 2.006,630 1,457,612 Allowance for borrowed funds used during construction . (1,772.824) (1.803,068) Net interest charges , , 54.280.252 56,721.035 Net margin . S 52.436 $ 314.01S See accompanying notes to consolidated unancial staternents. 28

CONSOLIDAT3D CTATEMENTO OF C A S11 FLOWO I 0 Soyland paperative. Power Inc. Years ended December 31, 1990 1989 CASil FLOWS FROM OPERATING ACTIVITIES: Net margin S 52.436 $ 314.015 Adjustments to reconcile net margin to net cash provided (used) by operating activities: Depreciation and amortization of electric utility plant 25,531.827 25.516.175 Amortization of deferred interest and recoverable 4,077,631 energy costs . . .. ..... . 1,351,024 Amortization of nuclear fuel , . 3.263.070 2,170,430 Amortization of equity funding payments . (14.659.558) (6,293.270) Amortization of deferred revenue. . . (11.809.777) (12,215,000) Decommissioning provision . .. .... 121.058 200,000 lucrease in deferred interest and recoverable energy costs . .... . . ..... (1.848,919) (2,795,422) Accretion of investment discount. ............ (17,712) (17.712) Patronage capital allocations not received in cash . (3.144.389) (2,917,432) (Increase) decrease in accounts and other receivables. (6.579,076) 3,278,391 increase in inventories , , ., .. ...... . . (1.073,338) (1.817,478) (Increase) decrease in prepayments and other. (21,003) 350,062 Costs deferred under phase.in plan ......... (4.694.000) (13,448,081) Increase in accounts payable and accrued liabilities . 2.631.562 4.827.565 (10,896.795) 1,229.874 NM cash provided (used) by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: (8,350,150)

                   - Additions to electric utility plant, net . . .               ....,                              (2,181,212)

Additions to investment in associated organizations (43.000) (39,243) Additions to decommissioning trust fund . (521.058) - Purchases of nuclear fuel . .....,.. ., (1,783,083) (7,238.738) Receipt of prior years' patronage capital allocations 411.948 371.886 Net cash used in investing activities. ,. , (4.116.405) (15.256.245) CASII FLOWS FROM FINANCING ACTIVITIES Principal payments on long term debt .. (18.976.888) (15,216,241) Proceeds from long term borrowings 4.136.807 3.365,000 Repayn.ent of notes receivable , , , .... .

                                                                                                                             -                           16,174,890 (473.158)                        10,083,685 (Decrease) increase in advances from members Net cash provided (used) by financing activities                                         (15.313.239)                          14.407,334 Net (decrease) increase in cash and cash equivalents ,                                                (30.326.439)                              380,963 Cash and cash equivalents at beginning of year                                                         34.634.32_3_                         34,253,360 Cash and cash equivalents at end of year                                                          S       4.307.884     $                   34,634,323 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for interest . S 50.068.600 $ 59.749.299 SUPPLEMENTAL DISCLOSURE OF NONCASli INVESTING AND FINANCING ACTIVITIES: The Cooperative made several reclassifications of costs in 1989 related to the Clinton facility as follows: Increase (decrease) Electric utility plant in service ,

                                                                                                                                                       $ 4,384,325 Nuclear fuel .         ,                                               ,        ,

(3,754,667) Inventories , , , , . (629.658) In connection with the debt restructuring agreement with REA (see note 4), the Coo )erative increased in, terest atid restructured debt t $11.315,725 relating to interest on the restructure debt for the period January 1,1989, to March 29,1989. See accompanying notes to consolidated IInancial statements.

                                                                                                                                                                        \

l 29

       - CONSOLID AT3D STATEMENTS OF MEMBCRO' DEFICIT

. D . Soyland Power Cooperative, Inc. Years ended December 31,1990 and 1989

                                                                                                                                 -Total Member.            Patronage     Other                       -

members' ship fees capital equity . Deficit deficit Balance December 31,1988,, $ 1,075 2,779,263 191,929 (49,041,689) (46,068,822)

     - Net margin' . ...     . ..... .,                 -                  -         -                    314.015                 314,015 Balance December 31 - 1989.         .,           1,675         2,779,263   191,929          (48,727,674)              (45,754,807)-

Net margin. . . . , ,. .

                                                        -                  -         -                     52,436                   52,436 Balance December 31,1990.,,              ,   S1,675            2.779.263   191,929         (48,675.238)               (45,702,371)

See awompanying notes to consohdated Bnancial staternents. i l I

                                                                                                                                                                      .1 i

30~

NOTES TO CON 00 LID ATED FIN ANCI AL STATEMENTS Sovl.md Power 0 CEstwrative. Inc. December 31,1990 and 1989 NOTE 1 - ORGANIZATION AND

SUMMARY

OF SIGNIFICANT ACCCUNTING POLICIES A. ORG ANIZATION The consolidated financial statements r(llect the accounts of Soyland po.ver C(operative, Inc. and its wholly owned subsidiary (the Cooperativel, The substdtary was created in 1987 for the purpose of selling ground soutee heat pumps to rural consumers. All signLfleant intercompany transactions have been eliminated in consolidation.

11. BASIS OF ACCOUNTINO The r teounting recerds of the Cooperative are maintained in accordance with the Unilorm System of Accounts preserthed by the Rural Electrh'ication Administrallon. The Cooperative 18 a generation and transmission cooperative providing wholesale electric serv?ce to its twenty.one members located in central an.1 southern Illinois.

The Cooperative's rates are established by the Board of Directorn and are subject to approval by the Rural Electrification Administration. The Cooperative is not subject to the regulatory authority of the Illinois Comtneree Commission. The Covrative has entered into wholesale power agreements with each of its members which requite the h.cmbers to buy and receive from the Cooperative al. their power and energy requirements and require the Cooperative to sell and deliver power and energy in satisfaction of such requirements. The wholesale power agreements with tne members extend to various years ftom 2015 to 2017. C. ELECTRIC UTILITY PLANT Depreciation of cicetric utility plant in service is provided over the estimated useful lives of the respec-tive assets on the straight.line basis at rates ranging from 2.5% to 20% llased upon guidelines provided by the Nuclent Regulatory Commission and in conjunction with Illinois power (principal owner and operator of the Clinton generating facilityl, the Cooperative estimates that its portion of the costs to decommission Clinton will be approximately L.7,400.000 (in 1986 dollars) which will not begin until 2027. The present value of the future decommissioning costs is being recovered over the life of the facility using the omking fund method. Maintenance and repair of property and replacements and renewals of items determined to be less than units of property are charged to expense. Replacement and renewals of items considered to be units of property are charged to the property accounts. At the time properties are disposed of, the original cost, plus cost of removal less salvcge of such property, is charged to accumulated depreciation. D. ALLOWANCE FOR BORROW ED FUNDS USED 9URINO CO?.STRUCTION The allowance for bo: Towed funds used during the period of construction represents the estimated interest cost of borrowed funds used for construction purposes. The composite rate used to calculate the allowance approximated 9.7% for 1990 and 8.4% fcr 1989. E. NUCLEAR FUEL The cost of nuclear fuel, including capitallred hiterest and overheade, is being amortized to fuel expense on the basis of the number of units of thermal energy produced in relationship to the total thermal units expected to be produced over the life of the fuel. Nuclear fuel expense includes a provision for endmated spent nuclear fuel disposal cost which is being collected currently from members and remitted to the Department of Energy which is tesponsible of the disposal of the spent nuclear fuel. F. TEMPORARY INVESTMENTS Temporary investments consist of CFC commeretal paper, treasury bills, and an interest bearing sweep account and are stated at cost which approximates market, The Cooperative considers all highly liquid investments with original maturities of three months or less to be cash equivalents. O, INVENTORIES Inventories consist of material and supplies and ate stated at moving average cost. H. PENSION PLAN The Cooperative makes annual contributions to the plan equal to the amount accrued for pension expense. 31 1

NOTES TO CONSOLID ATED FIN ANCI AL STATEMENTS l kyland Power 0 C5peratice, Inc. I. POWEH SUPPLY PAYMENTo Payments made under power supply agreements (see note 7) are classified as pmehased caoaelty, energy costs and transmission expense in the statements of revenues and expenses. J. DEFEldtED ITEMS Deferred credits consist of equity funding payments and other deferred revenue. The equity funding payments were collected from members and were used to reduce borrowings related to the Citnton generating facility These payments are being amortized to revenue over a seven year period beginning in 19M8. The deferred revenue represents payments collected from members during 1987 and 1988 which prinmrtly relate to estimated 1987 operating expenses of the Clinton generating facility that were not incurred due to Clinton not being placed into comrneretal operation until December 1987. These payments have been amortired to revenue over a three year period ending in 1990. Deferred charges consist of costs deferred under a phase in plan (see note 3) deferred interest (see note 4) and recoverable energy costs in excess of revenue generate (t from the sale of power. These costs will be recovt red through rates in future periods. The amount of these costs to be amortired in 1991 has been reflected as a current asset in the balance sherts. K. RECLASSlFICATION Cettain accounts for 10H9 have been reclassified to conform to the presentation for 1990. NOTE 2 - MERGER in March 1989, the Cooperative and Western Illinois Power Cooperative, ine, (WIPCO) merged into one cooperative retaining the name Soyland power Cooperative, Inc. The merger was accounted for L u pooling of interests effective January 1,1989. NOTE 3 - ELECTRIC UTILITY PLANT IN SERVICE The major classes of electrie utility plant in service at December 31,1990 and 1989, are as follows: 1990 1989 Nuclear plant and related factittles . $ 902,030,386 $ 959,077,083 Steam and other production plant , , 12,992,114 12,989,275 Transmission plant , 10.302,261 15,974,002 Distribution plant , 7,232,407 7,164,230 General plant , 0.939.548 6.926.432 Electric utility plant in servlee $ 1,005,496,776 $ 1,002.131.022 The Cooperative (tneluding WIPCO) has a 13.21% interest in the 950 megawatt Clinton nuclear generating facility located in Clinton, Illinois whleh was completed and placed in service in 1987. The Cooperative's share of operating expenses assoetated with this facility is included with the appropriate operating expenses in the statements of revenues and expenses, Prior to 1989, the Cooperative estimated its ownership percentage in the Clinton facility was 13.38% subject to adjustment based on the final direct cost to construet the facility. In 1989, the Cooperative negotiated a final settlement wRh Illinois Power Company (majority owner and operator of the Clinton factitty) which established the Cooperative's final ov nership percentage at 13.21%. The settlement resulted in a net reimbursement from Illinois Power Company of $12.018.154, (including :nterest vap-proximately $5.6 million) to reimburse the Cooperative for its proportionate share of the costs of Umton based on the lower ownership percentage, in 1990, the Cooperative and Illinois Power Company (IP) settled litigation initiated by the Cooperative against IP (as project Manager) concerning the construction of the Clinton Power Station and the related counter claims asserted by IP against the Cooperative. The terms and conditions of the settlement agree-ment provided that Soyland and IP dismiss all pending litigation anJ elease each other from all claims resulting from the construction of the Clinton Power Station. The settlement also provided for an exten, ston, and other modifications, of the Cooperative's power supply agretment with IP (see note 7). Also, as a 32

NOTES TO CONSOLID ATED F I N A N C I A l, STATEMENTS Soriand Power 0 Coopeastier, Inc. part of the settlement, the Cooperative will receive a canh payment from IP which has been included in other revenue in the statements of revenues and expenas. The settlement is subject to final approval by the applicable district court. In 1988, the Cooperative developed a rate phase in plan in accordance with Statement of Financial Accounting Standards No. 92 which is designed to moderate rate inerrases related to the completion and commercial operation of the Clinton facility The plan, whleh has been approved by the itEA and the Cooperative's Board of Directors, includes the de!crral of certain costs for future recovery and the amorti-ration of equity funding and deferred revenue payrnents. Under the plan, the Cooperative originally intended to deler approximately $47 million of certain operating costs of Clinton from 1988 through 1992 which will be recovered from members through rates from 1993 through 1997. Through 1990, the Coopere ve has deferred approximately $1b,000,000 less in costs that anticipated tr' (9 origlo .: ihase.in plan. The Cooperative estimates that its rates under the plan, net of equity funding and deferred revenue amortization, willincrease yearly by approximately 3%6% from 1991 through 1994 and remain level or decrease each year thereafter through 1994. Management believes that this plan will result in the full recovery of its investment in Clinton over the hfe of the facility as well as providing adequate funds to meet its operating needs. NOTE 4 - LONO TERM DEUT Long term debt at Decernber 31,1990 and 1989, consists of the following: 1990 1989 llestructured debt - Imputed interest at 2,703% due in various quarterly installments through 2028 8 497,485,003 $ 507,796,875 Federal Financing Bank (FFill - 7.337% - P 607% mort. gage notes payable, guaranteed by the Itural Electrifica-tion Administration fitEAl, due in various quarterly installments through 2018, . 196,176,488 193,527.949 Rural Electric Cooperative Grantor Trust Certificates - 7.3% to 9.7% notes payable, guaranteed by the Rural Electrification Administration (REA), maturing in various amounis tbrough 2017, . 276,300.000 278.200.000 National Rural Utilities Cooperative Finance Corporation (CFCI- variable rate (currently 8,75%1 rnortgage notes payable, due in various quarterly installments through 1998 , . , 49,387,640 53,767,312 Rural Electrification Administration (REA) - 2% and 5% notes payable, due in quarterly installments through 2018 ,4 . . 20,434,097 21 301,173 Notes payable - 7,375% due in equal installments through 1992 , 60,000 90,000 Total long term debt 1,039,843,228 1,054,683,309 Less: Current installments < 20,641,000 19,105,000 Reacqutred Orantor Trust Certificates, net of discount 15.039,386 15.021.674 Long. term debt. excluding current installments and reacquired debt . $ 1,004,162.842 $ 1,020,556,635 Concurrent with the WIPCO merger, the Cooperative negotiated a restructuring agreement on March 29, 1989, with REA relating to approximately $515,000,000 of outstanding debt (including accrued interesti owed by WIPCO on various loans guaranteed by REA. The loans were obtained to finance construction costs relating to the Clinton generating facility, Under the restructuring agreement, WIPCO's debt was restructured into two notes payable to REA: Note A, for $211,172,525 and Note B for $304.066,284 The Note A bears interest at 10.06% and is due in quarterly installments through 2028

                                                                                                                           )

33

                                      #E                                               .     .-

I . . . . - - , . . , ,, NOTES TO CONSOLID AT ED FIN A NCI A L STATEMENTS Swl.t tul l'on er 0 Cooper.ater. Inc. The Note H bears interest at 10 00% and requlics the Cooperative to inake atinual Energy Sales Pavinents (for principal and mtetesti on Note 11 beginning in 1993 through 2028. The arnount of the Energy bales Payment is lased on a load growth formula (as determined by the agreement) which will result in a pay-ment if. and only if, future load growth is achieved. To the extent that interest on Note il lot any calendar year is tml required to be paid, such unpaid ttiterest is added to the unpaid principal balance of Note H. The atuount of the Note il not repaid by December 31.2028 is forgtven. Managernent of the Cooperative pmjects a stable load in future years and therefore anticipates that payments under Note H will be mtnlmal, if my. Because of the uncertainty relating to the CooperativeN obligation to make principal and intetest payments on Note H only the required principal and ittletest payments on Note A have been used to compute the implicit interest rate of 2.703% on the restructuicd debt. In the event that the Cooperative's load growth is such that pa)tnents on Note 11 are probable, the tinpliett intt rest rate will be adjusted prospectively. As part of the restructuring , greement I(EA has included in Note 11 S107.366.810 of prior perlod unpaid interest on the restructured debt. The Cooperative has included $53,294.999 of this amount in electric plant (relating to the period the plant was under constructioni and $54.071,811 as deferred interest. The deferred interest will be tanortteed and collected through rates over the life of the restrue. tuted debt. Annual maturttles of long. term debt for each of the five years subsequent to Deermber 31,1990. are as follows: 1991, $20ful1,(KKt 1992, $21,802,000.1993 $23,008.0(Kh 1994 $24.097,000 and 1995,

        $25.313,0(KL At December 31.1990, the Cooperative had $2.070.000 of unadvanced funds available from long. term loans approved by ITH and $28,000.000 of ur advanced funds available from short term loans approved by CI'C, All assets of the Cooperative are pledged to secure the long-term debt to 1(E A, ITH and CI'C.

NOTE 5 - PENSION PLANS The Cooperative participates in a multi.cmployer defined benefit pension plan and a 401(K) defined contribution plan which covers substantially all employees. Total pension expense for both plans amounted to $128,921 and $140.726 for the years ended December 31,1990 and 1989, respectively, NOTE 6 -INCOME TAX STATUS The Cooperative is a nonprofit corporation under the laws of Illinois and is exempt from Federal and state income taxes under applicable tax laws. NOTE 7 - COMMITMENTS The Cooperative anticipates that the Clinton generating station will furnish approximately 30% of its energy requirements. The current and additional long term energy requirements will be furnished through power supply agreements with Illinois Power Company (lp) and Central Illinois Public Service Company (ClpSi as discussed below. The Cooperative has contracted to purchase capacity from IP's fossil fueled generating plants through 2011 as follows: 1991 1992 - 372 MW 1993 + 1994 - 278 MW 1995 - 2011 - 417 MW The Cooperative has also contracted to purchase capacity from C!p's coal fueled units through 1999 as follows: 1991 1994 - 214 MW 1995 1999 - 101 MW 34

NOTES TO CONSOLIDATED FIN ANCI AL STATEMENTS Soyland Pow O cooperance, er inc. The contract payments to IP and CIPS are detennined on an "as if owned" basis and include capacity charges teonsisting of production, operation and maintenance costs) and energy charges. Total contract payments made to IP and CIPS amounted to approxinmtely $49,400,000 and $32.400.000, for 1990 and

        $50.300,000 and $20,000,000 for 1989, res;ectively.

The cooperative has a note receivable from IP for $8,930,000 for working capital advances relattr,g to the fossil fueled planto under the power supply agreement desertbed above, The note bears interest at 10.75% and is due in 1992, NOTE 8 - CONTINOENCIES Under the Price Anderson Act (as amended in 1988), all nuclear power station operators are subject to public liability for a nuclear incident which in currently limited to $7.279 b!!! Ion per incident. Coverage of the first $200 million is provided by private insurance with the balance provided by retrospective premium assessments against each licensed nuclear unit in the United States. As a joint owner of the Clinton nuclear facility, the Cooperative is a party to the insurance pollelen which are maintained by Illinots Power Company (86,79% owner and operator of Clinton) and is charged for its proportionate share of such Insurance costs. In the event of an incident at any nuclear plant in the United States in excess 7f

         $200 million, the Cooperative could be assessed a nmximum of $8,322,300 per incident, with a maximt.m assesament of $1,321,000 per year.

The Cooperative is a defendant in various claims and lawsuits arising in the ordinary course of business. Based on discussions with legiti counsel, inanagement believes that the final settlement of these actions will not have a material adverse effect on the Coopetative's financial position or results of operations. 35

MEMBER COOPER ATIVLE' 1990 OPER ATING ST ATISTICS Soyland Power 0 Cooperative. Inc. STATEMENT OF OPERATIONS: CLINTON COLEB- CORN (In 61,000) ADAMS CLAY COUNTY MOULTRIE DELT

                                                          $ 8,932       $ 3,955         $ 7,911       $ 10,974        6 17,348 Operating Revenue
                                                          $ 6.035       $ 2,598         $ 6,069       $ 8,048         $ 11,886 Purchased Power .

1,663 752 1.174 1,902 2,716 Operating Expenses . 461 246 303 412 1,024 Depreciation Expenses. Tax Expense 132 62 81 157 351 Interest, , 535 203 332 359 1,340

                                                          $ 8.826       $ 3,861         $ 7.959        $ 10,878       $ 17,317 Tctal Cost-Electric Service 106    $        94      $      (48)   $         06    $          31 Operating Margins .

Non-Operating Margins & E Capital Credits 295 82 231 328 230 Total Patronage Capital or Margins $ 401 $ 176 $ 183 $ 424 $ 261 ASSETS & OTIIER DEBITS

                                                           $ 18,225      $ 9,915         $ 10,613       $ 16,145       $ 39,149 Total Utility Plant Accumulated Provtsion for 5,134        3,240            3,362          5,152            0,486 Depreciation & Amortization
                                                            $ 13.091     $ 6,675          $ 7,251       $ 10,993        $ 29,663 Net Uttitty Plant Total Other Property &
                                                            $ 3.222       $      473      $ 1,790       $ 1,182         $ 1,676 Investments                        ,

Current & Accrued Assets , 1,423 710 1,893 4,560 _,885 24 66 160 1 173 Deferred Debits

                                                             $ 17,760     $ 7,924          $ 11,094      $ 16,736        $ 35,397 Total Assets LIABILITIES & OTIIER CREDITS Margins & Equities      ,   ,
                                                             $ 5,262      $ 3,426          $ 4,082       $ 9.305         $ 11.671 9,640         3,908           5,583          6.569          21,075 Long Tenn Debt .

Current & Accrued Liabilities 991 469 181 409 2,289 Deferred Credits , , 1,867 121 1,248 453 362

                                                             $ 17,760      $ 7,924         $11,094       $ 16,736        $ 35,397 Total Liabilities OTHER STATISTICS 2,068             917           962           1,772          2,846 Mllen of Line 6,861         2.948           4,644           7,638         12,530 Consumers Served .       .

3.21 4,83 4.31 4,40 Consumers, Per Mile . 3.32 11,316 12,610 19,449 14,704 13,660 KWH Sold Per Consumer 77,641 37,175 90,319 112.311 171,166 Total MWii Sales . Annual Revenue Per Consumer, 1,302 1,342 1,703 1,437 1,365 2 356 3,363 2,285 2,114 3.124 Plant Investment Per Consurr .r 36

R EASTERN ILLINOIS ILLINOIS 1 ILLINI EDOAR FARMERS RURAL VALLEY McDONOUGli M.J.M. _

          $ 18 (Wi                         $ 6,003                               $ 1,672                          $ 10,720                                   $ 7,133                           $ 6,178                        $ 8.929
          $11,631                          8 4.037                               $ 1,152                          5 7,115                                     $ 4,387                           $ 4,647                       $ 6 603 3,746                              1,277                                261                            2,110                                     1,609                                   913                       1,363 1.153                               236                                   92                              516                                         78                                230                         415 156                              110                                27                               131                                      126                                   89                         133                                 i 1,315                                 199                              102                               646                                   1,205                                    122                        431
           $ 18.001                        $ 5,859                               $ 1,634                           $ 10.518                                   $ 7,405                           $ 6,001                       $ 8,945
         $                     5             $            144                    $           38                    $          202                             $( 272)                               $ 177                     $          (10) 750                              152                                 46                                154                                       89                                181                         240
            $             755                 $           296                     $           84                    $         350                              $( 183)                           $          358                $        224
            $42,063                            $ 10,474                           $ 3,489                           822.751                                    $32,083                            $ 8,407                      $ 15,802                               -

11,538 3,555 1,098 6,822 1,758 3,838 4,301

                                                                                                                                                                                                - - . . . -                        ..              .-~
             $30,525                            $ 6,919                           $ 2,391                            $ 15,929                                   $31,225                           $ 4,569                      $ 11,501
              $ 2,301                           $ 1,971                            $        212                       $ 1,540                                   $       804                       $          425                $ 1,225 7,870                           1,241                                 406                           2,408                                      2,505                              2,414                         3,072 74                               86                                   5                            209                                            5                                19                       415
              $40,770                            $10,217                           $ 3,014                            $20,086                                   $34,539                            $ 7,427                      $ 16,213
                                                                                                                                                                                                   $ 5.075
               $ 14,673                           $ 5,923                          $ 1,140                              $ 5,628                                 $ 3,725                                                         $ 6,321 24,190                             3,342                               1,777                          12,350                                    30,275                                  2,216                       8,813 1,868                              000                                   97                              953                                      500                                 113                         590                         -

39 52 - 1,155 33 23 489

                $40,770                            810,217                          $ 3,014                             $20.086                                  $34,539                            8 7,427                      $16.213 4,510                             1,469                               338                            2,817                                     1,743                                1.366                       1,710 12,568                            4,914                               1.258                             9,660                                    5,575                                4,622                       7,411 2.79                           3.35                              3.72                                3.43                                    3.20                                3,38                         4.33 13,549                           11,504                            11,756                               9,975                                   11,445                             13,702                        10,887 170,280                            56,533                             14,789                            96,363                                    63,807                              63,332                        80,681 1,433                           1,222                            1,329                              1,i10                                    1,279                                1,337                       1,205 3,347                            2,131                           2,773                               2,355                                    5,916                                1,819                       2,132 37 II

MEMilER COOPER ATIVES' 1990 OPER ATINO ST ATISTICS Soriand l'ower 0 Cooperative. Inc. STATEMENT OF OPERATIONS: RURAL S O U T il. fin 81,000) MENARD MONROE ELECTRIC SilELUY WESTERN Operating Revenue $12.107 $ 6.281 $ 8.039 $ 13.226 $ 21.934 Purchased Power $ 8,153 $ 4.426 $ 5.902 $ 10,245 $ 15,067 Operating Expensen . 2.486 803 1,274 1,904 3.200 Depreciation Expena,es. 633 342 344 524 1,115 Tax Expense 144 64 77 658 333 Inte rest . 541 415 454 16 1,526 Total Cost-Electric Scryice $ 11.957 $ 6.050 $ H,051 $ 13.347 $ 21,241 Operating Marg'nn . $ 150 $ 231 $ (12) $ (121) $ 693 Non Operuting Margins & Capital Credits 229 83 232 167 146 Total Patronage Capital or Margins S 379 $ 314 $ 220 $ 46 $ 839 ASSETS & OTilER DEBITS Total Utility Plant $21,125 $ 13.061 $ 13,235 $ 16.997 $ 46,350 Accumulated Provision for Deptrelation & Amortization 4,833 3,446 4.078 7,852 12.036 Net Utility Plant $ 10.292 $ 9.615 $ 9,157 $ 9,145 $ 34,314 Total Other Property & Investments .

                                                   $ 1,377                           $         488              $     044          $ 1,881             $ 1,761 Current & Accrued Ansets .                    4,033                                 1,105                  3,719                  367                 5,116 Deferred Debits               .                               75                         22                    26                300                    110 Total Assets                              $22,137                           $ 11,230                   $13.846            $ 11,693             $ 41,30i LIABILITIES & OTilER CREDITS Margins & Equitten          .
                                                    $ 7,083                           $ 3,193                    $ 3,093           $ 10,700             $ 12,835 Long Term Debt.     ,       ,                13.663                                7,902                   7,567                 -                  26,363 Current & Accrued Liabilities                   1,307                                    72                3,057                 896                  1,962 Deferred Credits ,        ,                                      84                      63                   129                  97                   141 Total Liabilities                          $22,137                            $ 11,230                  $ 13,846           $ 11,693            $ 41,301 OTIIER STATISTICS Miles of Line .                                2,437                               1,001                   1.279              2,078                  3,055 Consumcra Served .    .                         8.352                              4,938                  4,785               8.562                 14,197 Consumers Per Mlle .                                   3.43                           4.93                   3.74               4.12                   4.65 KWil Sold Per Consumer                      14,505                               12.011                  15,504              17,735                 14.418 Total MWil Sales .    .

121,146 59,311 74,185 151,846 204,697 Annual Revenue Per Consumer. . 1,450 1,272 1,680 1,545 1,545 Plant Investment Per Consumer . . 2,529 2.645 2,766 1,985 3,265 38

SPOON TRI. WAYNE-RIVER COUNTY WHITE WESTERN TOTAL AVERAOE

                                                             $ 19,251             $ 3,988                      $ 218,413                         $ 10,401
     $ 4.636                    $ 21,190
     $ 2,811                    $ 15,786                     $ 15.228             $ 2,473                      $ 154,299                          $ 7.348 963                        2.670                         2,708                 806                          36,300                        1,728 309                                                         923                273                          10.582                          504 9)3 202                           218                            279                  61                          3,591                          171 335                         1,159                            703                383                         12.323                           587
     $ 4,620                     $ 20,786                     $ 19,843            $ 3,996                       $ 217,095                        $ 10,338
     $        16                 $       404                   $       (592)      $             (8)             $         1,318                  $        63 163                           178                            152                  78                         4,200                          200
      $     179                  $       582                   $       (440)       $           70                $        5,524                    $    263
      $11,500                     $ 33,905                      $ 32,b06           $ 9,682                        $ 428,437                       $ 20,402 3,187                        8.439                        10,845              2,105                          116,105                        5,529
      $ 8.373                      $ 25,466                      $ 21,661          $ 7,577                        6 312,332                       $ 14.873
       $ 2,264                     8 1,776                         $ 1,428          $        706               $         29.446                   $ 1,402 1,054                           735                         2,973               1,431                          53,280                       2,537
            -                                34                            59                    17                         1,880                          90
       $ 11,691                    $ 28,011                       $ 26,121          $ 9,731                        $ 396,938                       $ 18,902
        $ 3,998                     $ 8,138                       $ 12,894           $ 2,597                       $ 140,762                       $ 6,703 5,721                       18,989                         12.242              6,740                        228,925                        10,902 525                          884                            657                 389                         19,115                          910 1,447                           -                              328                        5                      8.136                         387
        $11,691                     $ 28,011                      $ 26,121           $ 9.731                       $ 396,938                       $ 18,902 1,170                        2,66;                          3.225               1,168                         40,592                        1,933 4,039                        12,530                        13,257               3,237                         154.926                        7,377 3,45                          4,86                           4.11                2.77                               -

3.82 8,831 17.412 16,414 10.062 - 13.920 35,669 225,142 217,603 32.570 2,156.566 102,694 1,148 1,639 1,452 1,232 - 1,410 2.862 2,622 2,452 2,991 - 2,765 39

              -. _ _ ~ _ - _ _ _ -              _ _ _ _ _ _ _ _ -

_ _ _ , _ _ _m , 4A---' a' * "" ' ' NOTES - l s-40

l Soyland Power Cooperative. Inc. 788 North Sunnyside Road a Decatui, filinois 62522 (217)423 0021

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