UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
)
The AES Corporation ) File No. 70-9779
)
Certificate Pursuant to Rule 24 and Release No. 35-27363
Under the Public Utility Holding Company Act of 1935
On March 23, 2001, the Securities and Exchange Commission
("SEC") issued an order, Release No. 35-27363 in File No. 70-9779 ("Exemption
Order"), granting an exemption under Section 3(a) of the Public Utility Holding
Company Act of 1935, as amended, to The AES Corporation ("AES") in relation to
its proposed acquisition of IPALCO Enterprises, Inc. ("IPALCO"), which has a
public-utility subsidiary company, Indianapolis Power & Light Company ("IPL").
The Exemption Order required AES to file certain certificates (as described in
the Exemption Order) under Rule 24 within 60 days of the close of each calendar
quarter for a period of two years beginning March 31, 2001 and every six months
thereafter. A certificate complying with the Exemption Order is set forth below
(as an attachment) for the period ending June 30, 2002. AES is separately filing
a certificate in File No. 70-9465 as required by the Commission's order in
Release No. 35-27063 in connection with the AES acquisition of CILCORP Inc.
("CILCORP"), which has a public-utility subsidiary company, Central Illinois
Light Company ("CILCO").
Respectfully submitted,
/s/ Earle H. O'Donnell
Earle H. O'Donnell
Andrew B. Young
Hugh E. Hilliard
Dewey Ballantine LLP
1775 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Dated: August 29, 2002
THE AES CORPORATION
SEC FILING PURSUANT TO SECTION 3(a)(5) EXEMPTION ORDER
QUARTER ENDED JUNE 30, 2002
ITEM (1) PER EXEMPTION ORDER (STATEMENTS ATTACHED):
1) Pro Rata Statement of Income of The AES Corporation for the 12 months
ended June 30, 2002
2) Pro Rata Balance Sheet of The AES Corporation at June 30, 2002
3) Statement of Income of IPALCO for the 12 months ended June 30, 2002
4) Statement of Income of IPL for the 12 months ended June 30, 2002
5) Consolidated Balance Sheet of IPALCO at June 30, 2002
6) Consolidated Balance Sheet of IPL at June 30, 2002
7) Statement of Income of CILCORP for the 12 months ended June 30, 2002
8) Statement of Income of CILCO for the 12 months ended June 30, 2002
9) Consolidated Balance Sheet of CILCORP at June 30, 2002
10) Consolidated Balance Sheet of CILCO at June 30, 2002
2
THE AES CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(INCLUDES CILCORP AND IPALCO)
FOR THE TWELVE MONTHS ENDED JUNE 30, 2002
PRORATA BASIS
(UNAUDITED)
------------------------------------------------------------------------------------------------------
TWELVE MONTHS
ENDED
($ in millions) 6/30/2002
------------------------------------------------------------------------------------------------------
REVENUES:
Sales and services $ 8,875
OPERATING COSTS AND EXPENSES:
Cost of sales and services 6,501
Selling, general and administrative expenses 120
----------------
TOTAL OPERATING COSTS AND EXPENSES 6,621
----------------
OPERATING INCOME 2,254
OTHER INCOME AND (EXPENSE):
Interest expense, net (1,673)
Other income 15
Nonrecurring severance and transaction costs (36)
Loss on sale or write-down of investments (116)
-----------------
INCOME BEFORE INCOME TAXES 444
Income tax provision 179
----------------
INCOME FROM CONTINUING OPERATIONS 265
Loss from operations of discontinued components
(net of income taxes) (300)
-----------------
INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE (35)
Cumulative effect of accounting change
(net of income taxes) (346)
-----------------
NET INCOME (LOSS) $ (381)
=================
3
THE AES CORPORATION
PRO RATA BASIS CONSOLIDATED BALANCE SHEET
(INCLUDES CILCORP AND IPALCO)
JUNE 30, 2002
($ in millions, unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $1,022
Restricted cash 260
Short-term investments 256
Accounts receivable, net 1,240
Inventory 492
Receivable from affiliates 20
Deferred income taxes 24
Prepaid expenses and other current assets 804
Current assets of discontinued operations 576
-------
TOTAL CURRENT ASSETS 4,694
PROPERTY, PLANT AND EQUIPMENT
Land 590
Electric generation and distribution assets 21,267
Accumulated depreciation and amortization (3,665)
Construction in progress 4,808
-------
PROPERTY, PLANT AND EQUIPMENT, NET 23,000
OTHER ASSETS
Deferred financing costs, net 395
Project development costs 53
Investments in and advances to affiliates 3,768
Debt service reserves and other deposits 378
Goodwill 1,704
Long-term assets of discontinued operations 2,361
Other assets 2,322
-------
TOTAL OTHER ASSETS 10,981
TOTAL $38,675
-------
-------
4
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 967
Accrued interest 351
Accrued and other liabilities 329
Current liabilities of discontinued operations 837
Recourse debt---current portion 1,135
Non-recourse debt---current portion 2,134
-------
TOTAL CURRENT LIABILITIES 5,753
LONG-TERM LIABILITIES
Non-recourse debt 13,500
Recourse debt 4,627
Deferred income taxes 1,612
Long-term liabilities of discontinued operations 1,282
Other long-term liabilities 4,676
-------
TOTAL LONG-TERM LIABILITIES 25,697
Minority interest 101
Company-obligated convertible mandatorily redeemable
preferred securities of subsidiary trusts holding solely
junior subordinated debentures of AES 978
STOCKHOLDERS' EQUITY
Common stock 5
Additional paid-in capital 6,974
Retained earnings 2,381
Accumulated other comprehensive loss (3,214)
-------
TOTAL STOCKHOLDERS' EQUITY 6,146
TOTAL $38,675
-------
-------
5
IPALCO
IPALCO Statement of Consolidated Income
(Unaudited)
For the Twelve Months Ended June 30, 2002
OPERATING REVENUES:
Electric 808,158,589
Steam 0
-----------
Gross Operating Revenues 808,158,589
-----------
OPERATING EXPENSES AND TAXES:
Production - Fuel 173,376,361
Production - Other 83,409,195
Power Purchased 22,029,686
Purchased Steam 0
-----------
Total 278,815,242
Transmission 6,139,258
Distribution - Electric 28,720,170
Customer and Distribution - Steam (1,503)
Customer Accounts 16,073,848
Customer Service and Informational 4,476,582
Administrative and General 75,635,790
-----------
Total 409,859,387
Depreciation 110,272,002
Amortization of Regulatory Deferrals 1,054,475
Income Taxes - Net 85,089,684
Taxes Other than Income Taxes 35,321,376
Disposition of Allowances - Net (5,275,778)
-----------
Total Operating Expenses and Taxes 636,321,146
-----------
OPERATING INCOME 171,837,443
-----------
OTHER INCOME AND DEDUCTIONS:
Allowance for Funds During Construction 3,902,078
Carrying Charges on Regulatory Assets 2,451
IPL Miscellaneous Income & Deductions - Net 1,630,778
IPL Income Taxes - Net 1,681,282
IPALCO Enterprises, Inc. - Parent Co. (19,807,970)
Mid-America Capital Resources, Inc. 783,377
Mid-America Energy Resources, Inc. (117,589)
-----------
Total Other Income and Deductions (11,925,593)
-----------
TOTAL INCOME 159,911,850
INTEREST CHARGES:
Interest on Long-Term Debt 40,128,853
Allowance for Funds During Const-Credit (1,823,504)
Deferred Return on Regulatory Assets (5,962)
Other Interest Charges 527,137
Amortization - Debt Discount & Expense 2,184,371
6
Preferred Stock Transactions 3,213,312
-----------
Total Interest and Other Charges-Net 44,224,207
-----------
CUM. ACCOUNTING CHANGE - Net of Taxes 0
NET INCOME 115,687,643
-----------
-----------
7
INDIANAPOLIS POWER & LIGHT COMPANY
STATEMENT OF INCOME
(UNAUDITED)
For the Twelve Months Ended June 30, 2002
OPERATING REVENUES:
Electric 808,158,589
Steam 0
-------------
Gross Operating Revenues 808,158,589
-------------
OPERATING EXPENSES AND TAXES:
Production - Fuel 173,376,361
Production - Other 83,409,195
Power Purchased 22,029,686
Purchased Steam 0
-------------
Total 278,815,242
Transmission 6,139,258
Distribution - Electric 28,720,170
Customer and Distribution - Steam (1,503)
Customer Accounts 16,073,848
Customer Service and Informational 4,476,582
Administrative and General 75,635,790
-------------
Total 409,859,387
Depreciation 110,272,002
Amortization of Regulatory Deferrals 1,054,475
Income Taxes - Net 85,089,684
Taxes Other than Income Taxes 35,321,376
Disposition of Allowances - Net (5,275,778)
-------------
Total Operating Expenses and Taxes 636,321,146
-------------
OPERATING INCOME 171,837,443
-------------
OTHER INCOME AND DEDUCTIONS:
Allowance for Other Funds During Construction 3,902,078
Carrying Charges on Regulatory Assets 2,451
Miscellaneous Income and Deductions - Net 1,630,778
Income Taxes - Net 1,681,282
-------------
Total Other Income and Deductions 7,216,589
-------------
TOTAL INCOME 179,054,032
-------------
INTEREST CHARGES:
Interest on Long-Term Debt 40,128,853
Allowance for Borrowed Funds Used During Const (1,823,504)
Deferred Return on Regulatory Assets-Borrowed (5,962)
8
Other Interest Charges 527,137
Amortization - Debt Discount & Expense 2,184,371
-------------
Total Interest and Other Charges-Net 41,010,895
-------------
INCOME BEFORE EXTRAORDINARY ITEMS
AND CUMULATIVE ACCOUNTING CHANGE 138,043,137
Less Preferred Stock Transactions 3,213,312
-------------
INCOME APPLICABLE TO COMMON STOCK 134,829,825
-------------
-------------
9
IPALCO ENTERPRISES INC. AND SUBSIDIARIES
BALANCE SHEET
(UNAUDITED)
For the Twelve Months Ended June 30, 2002
ASSETS:
PROPERTY, PLANT AND EQUIPMENT
Utility Plant, at Original Cost $3,207,934,523
Less: Accum. Prov. for Deprec. & Amort. 1,495,929,176
-----------------
Total Utility Plant - Net 1,712,005,347
-----------------
OTHER PROPERTY, INVESTMENTS
AND OTHER ASSETS:
Nonutility Property 2,581,675
Less Accumulated Provision for Depreciation 747,851
-----------------
Total Nonutility Property - Net 1,833,824
Other Investments 10,594,391
-----------------
Total 12,428,215
-----------------
CURRENT ASSETS:
Cash 12,599,329
Working Funds 87,124
Temporary Cash Investments 7,060,337
Accounts Receivable - Associated Companies 0
Accounts Receivable:
Customers 40,574,546
Miscellaneous 2,760,235
Less: Reserve for Uncollectible Accounts (962,974)
Interest Receivable (13,841)
Notes Receivable 0
Fuel 40,615,311
Materials and Supplies - Net 49,261,738
Other Current Assets 961,788
Def. Fed. & St. Tax on Fuel Costs-Due w/i 1 Yr.
-----------------
Total Current Assets 152,943,593
-----------------
DEFERRED DEBITS:
Unamortized Petersburg Unit 4 Carrying Charges 16,610,276
Unamort. Def. Return-Pete Unit 4 Carrying Chgs. 8,871,856
Unamort. Reacquisition Premium on Debt 18,783,932
Other Regulatory Assets 33,622,360
Miscellaneous 8,927,111
Unamortized Debt Expense 13,978,539
-----------------
Total Deferred Debits 100,794,074
-----------------
TOTAL ASSETS $1,978,171,229
-----------------
-----------------
10
LIABILITIES
CAPITALIZATION:
Common Shareholder's Equity:
Premium and Net Gain on Preferred Stock $ 648,700
-----------------
Retained Earnings 5,473,112
Accumulated Other Comprehensive Income (12,739,891)
-----------------
Total (6,618,079)
Non-Redeemable Cumulative Preferred Stock 59,135,300
Long-Term Debt 1,372,650,000
Unamort. Premium on LT Debt - Net (685,969)
Total Long-Term Debt 1,371,964,031
Total Capitalization 1,424,481,252
CURRENT LIABILITIES:
Accounts Payable 64,692,732
Dividends Payable 901,323
Customer Deposits 8,684,207
Accrued Liabilities:
Interest on Long-Term Debt 20,165,627
Interest on Customer Deposits, etc. 1,630,254
Taxes:
Federal Taxes on Income (1,404,285)
State Taxes on Income 9,442,562
Real Estate and Personal Property 20,889,178
Miscellaneous 2,657,939
Def. Fed. & St. Tax on Fuel Costs-Due w/i 1 Yr. 299,831
Deferred Fuel Expense 4,671,056
Accounts Payable - Associated Companies 102,263
Miscellaneous 372,443
-----------------
Total 133,105,130
Current Maturity of Long Term Debt 300,000
-----------------
Total Current Liabilities 133,405,130
-----------------
DEFERRED CREDITS:
FAS109 Net Deferred Income Tax-Credit 33,492,394
Accumulated Deferred Income Tax-Net 210,266,430
Unamortized Investment Tax Credit 32,306,639
Accrued Postretirement Benefits 8,621,107
Accrued Pension Benefits 129,748,466
Miscellaneous 5,849,811
-----------------
Total Deferred Credits 420,284,847
TOTAL LIABILITIES $1,978,171,229
-----------------
-----------------
11
INDIANAPOLIS POWER & LIGHT COMPANY
BALANCE SHEET
(UNAUDITED)
For the Twelve Months Ended June 30, 2002
ASSETS:
PROPERTY, PLANT AND EQUIPMENT
Utility Plant, at Original Cost 3,207,934,523
Less: Accum. Prov. for Deprec. & Amort. 1,495,929,176
-------------------
Total Utility Plant - Net 1,712,005,347
-------------------
OTHER PROPERTY, INVESTMENTS
AND OTHER ASSETS:
Nonutility Property 2,474,502
Less Accumulated Provision for Depreciation 747,851
-------------------
Total Nonutility Property - Net 1,726,651
Other Investments 3,646,446
-------------------
Total 5,373,097
-------------------
CURRENT ASSETS:
Cash 12,127,585
Working Funds 87,124
Temporary Cash Investments 3,613,733
Accounts Receivable - Associated Companies 10,443
Accounts Receivable:
Customers 40,558,371
Miscellaneous 2,678,313
Less: Reserve for Uncollectible Accounts (933,048)
Interest Receivable (9,624)
Notes Receivable 0
Fuel 40,615,311
Materials and Supplies - Net 49,266,842
Other Current Assets 961,788
Def. Fed. & St. Tax on Fuel Costs-Due w/i 1 Yr.
Tax Refund Receivable 39,794
-------------------
Total Current Assets 149,016,632
-------------------
DEFERRED DEBITS:
Unamortized Petersburg Unit 4 Carrying Charges 16,610,276
Unamort. Def. Return-Pete Unit 4 Carrying Chgs. 8,871,856
Unamort. Reacquisition Premium on Debt 18,783,932
Other Regulatory Assets 33,622,360
Miscellaneous 8,623,318
Unamortized Debt Expense 5,216,534
-------------------
Total Deferred Debits 91,728,276
-------------------
TOTAL ASSETS $1,958,123,352
-------------------
-------------------
12
LIABILITIES
CAPITALIZATION:
Common Shareholders' Equity:
Common Stock 324,536,675
Premium and Net Gain on Preferred Stock 2,642,134
Retained Earnings 407,283,356
Accumulated Other Comprehensive Income (12,737,096)
-------------------
Total 721,725,069
-------------------
Non-Redeemable Cumulative Preferred Stock 59,135,300
-------------------
Long-Term Debt 622,650,000
Unamort. Premium on LT Debt - Net (685,969)
-------------------
Total Long-Term Debt 621,964,031
-------------------
Total Capitalization 1,402,824,400
-------------------
CURRENT LIABILITIES:
Accounts Payable 64,358,003
Dividends Payable 804,850
Customer Deposits 8,684,207
Accrued Liabilities:
Interest on Long-Term Debt 12,944,377
Interest on Customer Deposits, etc. 1,630,254
Taxes:
Federal Taxes on Income 7,942,131
State Taxes on Income 9,882,047
Real Estate and Personal Property 20,885,191
Miscellaneous 2,659,885
Def. Fed. & St. Tax on Fuel Costs-Due w/i 1 Yr. 299,831
Deferred Fuel Expense 4,671,056
Accounts Payable - Associated Companies 0
Miscellaneous 372,443
-------------------
Total 135,134,275
-------------------
Total Current Liabilities 135,134,275
-------------------
DEFERRED CREDITS:
FAS109 Net Deferred Income Tax-Credit 33,492,394
Accumulated Deferred Income Tax-Net 210,180,455
Unamortized Investment Tax Credit 32,306,639
Accrued Postretirement Benefits 8,621,107
Accrued Pension Benefits 129,714,286
Miscellaneous 5,849,796
-------------------
Total Deferred Credits 420,164,677
-------------------
TOTAL LIABILITIES $1,958,123,352
-------------------
-------------------
13
CILCORP CONSOLIDATED
INCOME STATEMENT
(UNAUDITED)
Twelve Months Ended 6/30/2002
(In Thousands)
Revenue:
CILCO Electric $ 389,281
CILCO Gas 188,938
CILCO Other 107,769
Other Businesses 59,347
------------
Total 745,335
------------
Operating expenses:
Fuel for generation and purchased power 220,389
Gas purchased for resale 156,398
Other operations and maintenance 125,150
Depreciation and amortization 79,150
Taxes, other than income taxes 38,908
------------
Total 619,995
------------
Fixed charges and other:
Interest expense 66,972
Preferred stock dividends of subsidiary 2,159
Allowance for funds used during construction (621)
Other 1,403
------------
Total 69,913
------------
Income from continuing operations before income taxes 55,427
Income taxes 21,862
------------
Net income (loss) from continuing operations 33,565
Income (loss) from operations of discontinued
business, net of taxes (4,392)
-----------
Net income (loss) $ 29,173
------------
------------
14
CENTRAL ILLINOIS LIGHT COMPANY
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
Twelve Months Ended June 30, 2002
(In Thousands)
Operating Revenues:
Electric $ 389,281
Gas 188,938
-----------
578,219
-----------
Operating Expenses:
Cost of Fuel 157,593
Cost of Gas 109,824
Purchased Power 48,829
Other Operation & Maintenance Expenses 119,130
Depreciation and Amortization 70,009
Income Taxes 4,698
Other Taxes 38,636
-----------
Total Operating Expenses 548,719
-----------
Operating Income 29,500
Other Income and Deductions
CILCO Owned Life Insurance (1,403)
Other, Net 6,801
-----------
Total other income and (deductions) 5,398
-----------
Interest Expenses:
Interest on Long-Term Debt 17,775
Cost of Borrowed Funds Capitalized (621)
Other 4,371
-----------
Total interest expense 21,525
-----------
Net (loss) Income Before Preferred Dividends 13,373
-----------
Preferred Stock Dividends 2,159
-----------
Net Income Available for Common Stock $ 11,214
===========
15
CILCORP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
As of June 30, 2002
ASSETS (In Thousands)
Current Assets:
Cash and Temporary Cash Investments $ 79,158
Receivables, Less Allowance for
Uncollectible Accounts of $2,609 and $1,800 53,094
Accrued Unbilled Revenue 25,314
Fuel, at Average Cost 18,169
Materials and Supplies, at Average Cost 17,528
Gas in Underground Storage, at Average Cost 13,751
FAC Underrecoveries 1,255
PGA Underrecoveries 5,288
Prepayments and Other 11,150
---------
Total Current Assets 224,707
---------
Investments and Other Property:
Investment in Leveraged Leases 134,718
Other Investments 18,220
-----------
Total Investments and Other Property 152,938
----------
Property, Plant and Equipment:
Utility Plant, at Original Cost
Electric 724,593
Gas 238,520
----------
963,113
Less-Accumulated Provision for Depreciation 154,886
----------
808,227
Construction Work in Progress 77,244
Other, Net of Depreciation 22
---------
Total Property, Plant and Equipment 885,493
----------
Other Assets:
Goodwill, Net of Accumulated Amortization of $33,753 579,211
Other 36,899
---------
Total Other Assets 616,110
---------
Total Assets $1,879,248
---------
---------
16
CILCORP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
As of June 30, 2002
LIABILITIES AND STOCKHOLDERS' EQUITY (In Thousands)
Current Liabilities:
Current Portion of Long-Term Debt $ 26,750
Notes Payable 36,000
Accounts Payable 64,155
Accrued Taxes 13,385
Accrued Interest 17,444
Other 9,389
-----------
Total Current Liabilities 167,123
-----------
Long-Term Debt 792,404
-----------
Deferred Credits and Other Liabilities:
Deferred Income Taxes 212,955
Regulatory Liability of Regulated Subsidiary 35,835
Deferred Investment Tax Credit 13,756
Other 89,796
-----------
Total Deferred Credits and Other Liabilities 352,342
-----------
Preferred Stock of Subsidiary without Mandatory Redemption 19,120
Preferred Stock of Subsidiary with Mandatory Redemption 22,000
-----------
Total Preferred Stock of Subsidiary 41,120
-----------
Stockholders' Equity:
Common Stock, no par value; Authorized 10,000
Outstanding 1,000 --
Additional Paid-in Capital 518,833
Retained Earnings 16,428
Accumulated Other Comprehensive Income (Loss) (9,002)
Total Stockholders' Equity 526,259
-----------
Total Liabilities and Stockholders' Equity $1,879,248
-----------
-----------
17
CENTRAL ILLINOIS LIGHT COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
As of June 30, 2002
(In Thousands)
ASSETS
Utility Plant, At Original Cost:
Electric $1,333,967
Gas 462,407
-----------
1,796,374
Less-Accumulated Provision for Depreciation 1,012,719
----------
783,655
Construction Work in Progress 77,244
-----------
Total Utility Plant 860,899
-----------
Other Property and Investments:
Cash Surrender Value of Company-owned Life
Insurance (Net of Related Policy Loans of
$69,592 and $65,314) 3,541
Other 1,115
-----------
Total Other Property and Investments 4,656
-----------
Current Assets:
Cash and Temporary Cash Investments 71,108
Receivables, Less Allowance for
Uncollectible Accounts of $2,609 and $1,800 51,145
Accrued Unbilled Revenue 23,400
Fuel, at Average Cost 18,169
Materials and Supplies, at Average Cost 16,475
Gas in Underground Storage, at Average Cost 13,751
Prepaid Taxes 9,504
FAC Underrecoveries 1,255
PGA Underrecoveries 5,288
Other 11,120
-----------
Total Current Assets 221,215
-----------
Deferred Debits:
Unamortized Loss on Reacquired Debt 2,327
Unamortized Debt Expense 1,746
Prepaid Pension Cost 168
Other 19,699
-----------
Total Deferred Debits 23,940
-----------
Total Assets $1,110,710
-----------
-----------
18
CENTRAL ILLINOIS LIGHT COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
As of June 30, 2002
CAPITALIZATION AND LIABILITIES (In Thousands)
Capitalization:
Common Stockholder's Equity:
Common Stock, No Par Value; Authorized
20,000,000 Shares; Outstanding
13,563,871 Shares $ 185,661
Additional Paid-in Capital 52,000
Retained Earnings 97,404
Accumulated Other Comprehensive Income (Loss) (781)
-----------
Total Common Stockholder's Equity 334,284
Preferred Stock Without Mandatory Redemption 19,120
Preferred Stock With Mandatory Redemption 22,000
Long-term Debt 317,405
-----------
Total Capitalization 692,809
-----------
Current Liabilities:Current Maturities of Long-Term Debt 26,750
Notes Payable 36,000
Accounts Payable 57,847
Accrued Taxes 35,501
Accrued Interest 8,169
Other 9,389
-----------
Total Current Liabilities 173,656
-----------
Deferred Liabilities and Credits:
Accumulated Deferred Income Taxes 103,352
Regulatory Liability 35,835
Investment Tax Credits 13,756
Other 91,302
-----------
Total Deferred Liabilities and Credits 244,245
-----------
Total Capitalization and Liabilities $1,110,710
-----------
-----------
19
ITEM (2) PER EXEMPTION ORDER (INCOME STATEMENT AMOUNTS ARE 12 MONTHS ENDED):
CILCO AND IPL CONTRIBUTIONS TO
AES/CILCORP/IPALCO CONSOLIDATED HOLDING COMPANY
(PRO RATA CONSOLIDATION BASIS)(1)
($MM)
--------------------------------------------------------------------------------------------------------------
12 MOS. ENDED 6/30/01 12 MOS. ENDED 06/30/02(2)
--------------------------------------------------------------------------------------------------------------
GROSS REVENUES(3) 17.22% 15.53%
CILCO 803 686
CILCORP (excluding CILCO) 53 59
IPL 847 808
IPALCO (excluding IPL) 11 0
AES (excluding CILCORP and IPALCO) 7,865 8,067
AES/CILCORP/IPALCO 9,579 9,620
--------------------------------------------------------------------------------------------------------------
OPERATING INCOME 8.48% 12.56%
CILCO 97 42
CILCORP (excluding CILCO) 1 83
IPL 103 257
IPALCO (excluding IPL) 0 0
AES (excluding CILCORP and IPALCO) 2,157 1,997
AES/CILCORP/IPALCO 2,358 2,379
--------------------------------------------------------------------------------------------------------------
NET INCOME 16.8% 24.58%
CILCO 43 11
CILCORP (excluding CILCO) (34) 18
IPL 59 135
IPALCO (excluding IPL) (1) (19)
AES (excluding CILCORP and IPALCO) 540 449
AES/CILCORP/IPALCO 607 594
--------------------------------------------------------------------------------------------------------------
NET ASSETS 5.90% 7.94%
CILCO 302 1,111
CILCORP (excluding CILCO) 1,140 768
IPL 1,904 1,958
IPALCO (excluding IPL) 9 20
AES (excluding CILCORP and IPALCO) 34,038 34,818
AES/CILCORP/IPALCO 37,393 38,675
--------------------------------------------------------------------------------------------------------------
-----------------------
(1) This schedule presents on a proforma basis, the results of operations of AES
excluding the following items: (1) Mark to market effect of FAS No. 133. (For
the 12 month period ending June 30, 2002, the net mark to market gain from FAS
No. 133 was $53 million.); (2) Loss on sale or write-down of investments. (In
the second quarter of 2002, AES recorded an impairment charge of $40 million on
an equity method of investment in a telecommunications company in Latin America,
and a loss on the sale of an equity method investment in a telecommunications
company in Latin America of approximately $14 million. In the first quarter of
2002, a subsidiary of AES sold an available-for-sale security resulting in gross
proceeds of $92 million. The realized loss on the sale was $50 million.
Approximately $48 million of the loss related to recognition of previously
unrealized losses which had been recorded in other comprehensive income.); (3)
Foreign currency transaction losses. (Foreign currency transaction losses due to
devaluation in Brazilian Real and devaluation in the Argentina Peso offset by
foreign transaction gains in Venezuelan Bolivar. The net foreign currency
transaction loss is approximately $184 million.); (4) Discontinued operations.
(The schedule excludes net loss of discontinued operations of $300 million
consisting mainly of Termocandelaria, IB Valley, Power Direct,
telecommunications businesses in Brazil and US, Fifoots, Eletronet, Cilcorp and
NewEnergy.); (5) Accounting change. (In April 2002, AES adopted Derivative
Implementation Group (DIG) Issue C-15 which established specific guidelines for
certain contracts to be considered normal purchases and normal sales contracts.
This resulted in a cumulative effect of an accounting change increase to $127
million, net of income tax effects. On January 1, 2002, AES adopted SFAS No.
142, "Goodwill and Other Intangible Assets" which establishes accounting and
reporting standards for goodwill and other intangible assets. The adoption of
SFAS No. 142 resulted in a cumulative reduction to income of $473 million, net
of income tax effects.); (6) Provision for regulatory decision in Brazil. (AES
has recorded the retroactive regulatory decision by the Brazilian regulator
depriving AES Sul of amounts the company believes it was entitled to receive as
a reduction in revenue.) If the excluded amounts are taken into account, certain
CILCO and IPL contributions to AES/CILCORP/IPALCO on a consolidated basis would
be different as follows: (38.32%) to Net Income.
(2) For purposes of comparison with the prior period, the CILCORP and CILCO data
for gross revenues and operating income were added to AES consolidated data to
arrive at AES/CILCORP/IPALCO amounts.
(3) Gross business revenues (utility and non-utility) of IPALCO and CILCO
combined as a percentage of total gross business revenues (including IPALCO/IPL
and CILCORP/CILCO, utility and non-utility) of AES.
20
IPL CONTRIBUTIONS TO
AES/IPALCO CONSOLIDATED HOLDING COMPANY
(PRO RATA CONSOLIDATION BASIS)(1)
($MM)
--------------------------------------------------------------------------------------------------------------
12 MOS. ENDED 6/30/01 12 MOS. ENDED 06/30/02(2)
--------------------------------------------------------------------------------------------------------------
GROSS REVENUES(3) 9.41% 8.78%
IPL 847 808
IPALCO (excluding IPL) 11 0
AES (excluding CILCO jurisdictional activities) 8,146 8,389
AES/IPALCO 9,004 9,197
--------------------------------------------------------------------------------------------------------------
OPERATING INCOME 4.55% 11.05%
IPL 103 257
IPALCO (excluding IPL) 0 0
AES (excluding CILCO jurisdictional activities) 2,162 2,069
AES/IPALCO 2,265 2,326
--------------------------------------------------------------------------------------------------------------
NET INCOME 10.54% 23.11%
IPL 59 135
IPALCO (excluding IPL) (1) (19)
AES (excluding CILCO jurisdictional activities) 502 468
AES/IPALCO 560 584
--------------------------------------------------------------------------------------------------------------
NET ASSETS 5.20% 5.17%
IPL 1,904 1,958
IPALCO (excluding IPL) 9 20
AES (excluding CILCO jurisdictional activities) 34,717 35,902
AES/IPALCO 36,630 37,880
--------------------------------------------------------------------------------------------------------------
-------------------
(1) This schedule presents on a proforma basis, the results of operations of AES
excluding the following items: (1) Mark to market effect of FAS No. 133. (For
the 12 month period ending June 30, 2002, the net mark to market gain from FAS
No. 133 was $53 million.); (2) Loss on sale or write-down of investments. (In
the second quarter of 2002, AES recorded an impairment charge of $40 million on
an equity method of investment in a telecommunications company in Latin America,
and a loss on the sale of an equity method investment in a telecommunications
company in Latin America of approximately $14 million. In the first quarter of
2002, a subsidiary of AES sold an available-for-sale security resulting in gross
proceeds of $92 million. The realized loss on the sale was $50 million.
Approximately $48 million of the loss related to recognition of previously
unrealized losses which had been recorded in other comprehensive income.); (3)
Foreign currency transaction losses. (Foreign currency transaction losses due to
devaluation in Brazilian Real and devaluation in the Argentina Peso offset by
foreign transaction gains in Venezuelan Bolivar. The net foreign currency
transaction loss is approximately $184 million.); (4) Discontinued operations.
(The schedule excludes net loss of discontinued operation of $300 million
consisting mainly of Termocandelaria, IB Valley, Power Direct,
telecommunications businesses in Brazil and US, Fifoots, Eletronet, Cilcorp and
NewEnergy.); (5) Accounting change. (In April 2002, AES adopted Derivative
Implementation Group (DIG) Issue C-15 which established specific guidelines for
certain contracts to be considered normal purchases and normal sales contracts.
This resulted in a cumulative effect of an accounting change increase to $127
million, net of income tax effects. On January 1, 2002, AES adopted SFAS No.
142, "Goodwill and Other Intangible Assets" which establishes accounting and
reporting standards for goodwill and other intangible assets. The adoption of
SFAS No. 142 resulted in a cumulative reduction to income of $473 million, net
of income tax effects.); (6) Provision for regulatory decision in Brazil. (AES
has recorded the retroactive regulatory decision by the Brazilian regulator
depriving AES Sul of amounts the company believes it was entitled to receive as
a reduction in revenue.) If the excluded amounts are taken into account, certain
IPL contributions to AES/IPALCO on a consolidated basis would be different as
follows: (34.53%) to Net Income.
(2) For purposes of comparision with the prior period, the CILCO data for gross
revenues and operating income were added to AES consolidated data to arrive at
AES/IPALCO amounts.
(3) Gross business revenues (utility and non-utility) of IPL as a percentage of
total gross business revenues (including IPALCO/IPL utility and non-utility) of
AES.
21
ITEM (3) PER EXEMPTION ORDER - GENERATION INFORMATION:
AES Generating Plants in Operation at June 30, 2002 (excluding CILCORP and
IPALCO):
AES AES
CAPACITY INTEREST EQUITY REGULATORY
UNIT COUNTRY (MW) (%) (MW) STATUS
---- ------- ---- --- ------ ------
AES Deepwater USA 143 100 143 QF
AES Beaver Valley USA 125 100 125 QF
AES Placerita USA 120 100 120 QF
AES Thames USA 181 100 181 QF
AES Shady Point USA 320 100 320 QF
AES Hawaii USA 180 100 180 QF
AES Warrior Run USA 180 100 180 QF
AES Somerset USA 675 100 675 EWG
AES Cayuga USA 306 100 306 EWG
AES Greenidge USA 161 100 161 EWG
AES Westover USA 126 100 126 EWG
AES Alamitos USA 2,083 100 2,083 EWG
AES Redondo Beach USA 1,310 100 1,310 EWG
AES Huntington Beach USA 563 100 563 EWG
AES Hemphill USA 14 70 10 QF
AES Mendota USA 25 100 25 QF
AES Delano USA 50 100 50 QF
AES Mountainview USA 126 100 126 EWG
AES Medina Valley (sale pending) USA 47 100 47 EWG
AES Ironwood USA 705 100 705 EWG
AES Riverside* USA 154 100 154 EWG
DOMESTIC SUBTOTAL: 7,594 7,590
* Currently in discontinued operations status.
AES AES
CAPACITY INTEREST EQUITY REGULATORY
UNIT COUNTRY (MW) (%) (MW) STATUS
---- ------- ---- --- ------ ------
UNIT
AES Kingston Canada 110 50 55 EWG
AES San Nicholas Argentina 650 69 449 EWG
AES Cabra Corral Argentina 102 98 100 FUCO
AES El Tunal Argentina 10 98 10 FUCO
AES Sarmiento Argentina 33 98 32 FUCO
AES Ullum Argentina 45 98 44 FUCO
AES Quebrada Argentina 45 100 45 FUCO
22
AES Alicura Argentina 1,000 100 1,000 FUCO
CEMIG - Miranda Brazil 390 21 82 FUCO
CEMIG - Igarapava Brazil 210 21 44 FUCO
CEMIG (35 plants) Brazil 5,068 21 1064 FUCO
AES Bayano Panama 150 49 74 FUCO
AES Panama Panama 42 49 21 FUCO
AES Chiriqui - La Estrella Panama 42 49 21 FUCO
AES Chiriqui - Los Valles Panama 48 49 24 FUCO
AES Los Mina Dom. Rep. 210 100 210 EWG
AES Yarra Australia 510 100 510 FUCO
AES Jeeralang Australia 449 100 449 FUCO
AES Mt. Stuart Australia 288 100 288 FUCO
AES Xiangci - Cili China 26 51 13 FUCO
Wuhu China 250 25 63 FUCO
Chengdu Lotus City China 48 35 17 FUCO
AES Jiaozuo China 250 70 175 FUCO
AES Hefei China 115 70 81 FUCO
AES Chongqing Nanchuan China 50 70 35 FUCO
Yangcheng China 2,100 25 525 FUCO
AES Ekibastuz Kazakhstan 4,000 100 4,000 FUCO
AES Ust-Kamenogorsk GES Kazakhstan 331 100 331 FUCO
AES Shulbinsk GES Kazakhstan 702 100 702 FUCO
AES Ust-Kamenogorsk TETS Kazakhstan 1,464 100 1,464 FUCO
AES Leninogorsk TETS Kazakhstan 418 100 418 FUCO
AES Sogrinsk TETS Kazakhstan 349 100 349 FUCO
AES Semipalatinsk TETS Kazakhstan 840 100 840 FUCO
AES Ust-Kamenogorsk Heat Nets Kazakhstan 310 Managt 0 FUCO
OPGC India 420 49 206 FUCO
AES Lal Pir Pakistan 351 90 316 FUCO
AES PakGen Pakistan 344 90 310 FUCO
AES Borsod Hungary 171 100 171 FUCO
AES Tisza II Hungary 860 100 860 FUCO
AES Tiszapalkonya Hungary 250 100 250 FUCO
AES Elsta Netherlands 405 50 203 FUCO
Medway U.K. 688 25 172 FUCO
AES Indian Queens U.K. 140 100 140 EWG
AES Kilroot U.K. 520 92 479 FUCO
AES Belfast West U.K. 120 97 116 FUCO
AES Barry U.K. 230 100 230 FUCO
AES Drax U.K. 4,065 100 4,065 FUCO
AES Fifoots Point* U.K. 360 100 360 FUCO
AES Uruguaiana Brazil 600 100 600 FUCO
AES Tiete (10 plants) Brazil 2,650 53 1,405 FUCO
AES EDC Venezuela 2,265 87 1,971 FUCO
AES Merida III Mexico 484 55 266 FUCO
AES Mtkvari Georgia 600 100 600 FUCO
AES Khrami I Georgia 113 Managt 0 FUCO
AES Khrami II Georgia 110 Managt 0 FUCO
AES Ottana Italy 140 100 140 FUCO
AES Mammonal Columbia 90 56 50 FUCO
AES Chivor Columbia 1,000 96 960 FUCO
AES Gener-Electrica de Santiago Chile 379 89 337 FUCO
23
AES Gener-Energia Verde Chile 39 99 39 FUCO
AES Gener-Guacolda Chile 304 49 149 FUCO
AES Gener-Norgener Chile 277 99 274 FUCO
Itabo (pending sale) Dom. Rep. 587 24 141 FUCO
AES Bohemia Czech Rep. 50 83 42 FUCO
AES SONEL Cameroon 800 51 408 FUCO
Central Dique Argentina 68 51 35 FUCO
AES Termoandes Argentina 640 99 634 FUCO
AES Parana Argentina 845 67 566 FUCO
AES Kelvin Rep. South 600 95 570 FUCO
Africa
Ebute Nigeria 290 95 276 FUCO
AES Gener - Cordillera Chile 245 99 243 FUCO
AES Gener - Costa Chile 512 99 507 FUCO
AES Haripur Bangladesh 360 100 360 FUCO
FOREIGN SUBTOTAL: 43,627 31,986
TOTAL - June 30, 2002 51,221 39,576
Foreign Generation as a Percentage of Total: 85% 81%
* Currently in discontinued operations status.
CILCORP Generating Plants at June 30, 2002:
AES AES
CAPACITY INTEREST EQUITY REGULATORY
UNIT COUNTRY (MW) (%) (MW) STATUS
---- ------- ---- --- ------ ------
Edwards (3 units) USA 740 100 740 IL PUC
Duck Creek USA 366 100 366 IL PUC
Indian Trails USA 10 100 10 IL PUC
Sterling Avenue USA 30 100 30 IL PUC
Hallock Power Modules USA 13 100 13 IL PUC
Kickapoo Power Modules USA 13 100 13 IL PUC
TOTAL - June 30, 2002 1,172 1,172
IPALCO Generating Plants at June 30, 2002:
AES AES
CAPACITY INTEREST EQUITY REGULATORY
UNIT COUNTRY (MW) (%) (MW) STATUS
---- ------- ---- --- ------ ------
Petersburg USA 1,873 100 1,873 IN PUC
H.T. Pritchard USA 393 100 393 IN PUC
E.W. Stout USA 1,017 100 1,017 IN PUC
Georgetown USA 80 100 80 IN PUC
TOTAL - June 30, 2002 3,363 3,363
24
Revenues from electric generation capacity - 12 months ended June 30, 2002
(millions of dollars):
IPALCO 566 13%
CILCORP 156 4%
AES (excluding CILCORP and IPALCO) 3,640 83%
------ ----
Total 4,362 100%
IPALCO's electric revenues are allocated between electric generation and
electric transmission and distribution activities according to utility rate
base. CILCORP's electric revenues are allocated between electric generation and
electric transmission and distribution activities according to utility rate
base. AES generation revenues are derived from the total generation revenues
earned by AES subsidiaries times the percentage ownership interest of AES in
those subsidiaries.
There has been no change in the amount of generation capacity owned by CILCORP
or IPALCO and a 35 MW decrease in the amount of generation capacity owned by AES
(excluding CILCORP and IPALCO) from 39,611 to 39,576 MW since March 31, 2002.
There has been an 8% decrease in the total revenues earned from the capacity
owned by AES, IPALCO and CILCORP in the twelve-month period ended June 30, 2002
compared with the twelve-month period ended March 31, 2002. The percentage of
the total revenues derived from the generation capacity owned by CILCORP has
increased from 3% to 4%. The percentage of the total revenues derived from the
generation capacity owned by IPALCO has increased from 12% to 13%.
Although there was an overall decrease in AES' MW capacity since March 31, 2002,
there were net increases in the following countries: Argentina, Chile and China.
25
ITEM (4) PER EXEMPTION ORDER - ELECTRIC TRANSMISSION AND DISTRIBUTION AND GAS
DISTRIBUTION:
Electric transmission and distribution and gas distribution assets owned as of
June 30, 2002 (millions of dollars):
IPALCO 1,027
CILCORP 795
Total AES (excluding CILCORP and IPALCO) 5,838
------
Total 7,660
Electric transmission and distribution and gas distribution revenues for 12
months ending June 30, 2002 (millions of dollars):
IPALCO 242
CILCORP 423
Total AES (excluding CILCORP and IPALCO) 4,426
------
Total 5,091
IPALCO's electric revenues are allocated between electric generation and
electric transmission and distribution activities according to utility rate
base. CILCORP's electric revenues are allocated between electric generation and
electric transmission and distribution activities according to utility rate
base. AES transmission and distribution revenues are derived from the total
revenues earned by AES transmission and distribution subsidiaries by multiplying
these revenues by the percentage ownership interest of AES in those
subsidiaries.
The total transmission and distribution assets owned by AES, CILCORP and IPALCO
have decreased since March 31, 2002. CILCORP's transmission and distribution
assets have increased while the revenues derived from such assets have decreased
since March 31, 2002. IPALCO's transmission and distribution assets have
increased while the revenues derived from such assets have decreased since March
31, 2002. AES' transmission and distribution assets have decreased and the
revenues derived from such assets have decreased since March 31, 2002. CILCORP's
percentage of the total transmission and distribution assets has remained the
same at 10%, and CILCORP's percentage of the total revenues from such assets has
increased from 7% to 8% for the twelve-month period ending June 30, 2002
compared to the twelve-month period ending March 31, 2002. IPALCO's percentage
of the total transmission and distribution assets has remained the same at 13%,
and IPALCO's percentage of the total revenues from such assets has increased
from 4% to 5% for the twelve-month period ending June 30, 2002 compared to the
twelve-month period ending March 31, 2002.
26
ITEM (5) PER EXEMPTION ORDER:
Neither CILCO nor IPL has sold or transferred any electric and/or gas utility
assets to any affiliate company of the AES consolidated holding company system
during the second quarter of 2002. On February 13, 2002, CILCO filed with the
Illinois Commerce Commission a "Notice of Transfer of Generating Assets" stating
its intent to transfer substantially all of its generating assets to its wholly
owned subsidiary, Central Illinois Generation, Inc. An Administrative Law Judge
of the Illinois Commerce Commission issued a Proposed Order on March 29, 2002
approving the transfer, and the Commission voted to approve the transfer at a
meeting on April 10, 2002.
ITEM (6) PER EXEMPTION ORDER:
On June 19, 2002, Central Illinois Light Company and Ameren Corporation filed a
joint application with the Illinois Commerce Commission for authority to engage
in a reorganization, and to enter into various agreements in connection
therewith, including agreements with affiliated interests, and for such other
approvals as may be required under the Illinois Public Utilities Act to
effectuate the reorganization. The filing was made in Docket No. 02-0428. During
the second quarter of 2002, no application has been made to nor has any order
been received from the Indiana Utility Regulatory Commission that involves AES'
ownership position or AES' oversight over the operations of IPL or IPALCO.
ITEM (7) PER EXEMPTION ORDER:
AES announced on April 29, 2002 an agreement with Ameren Corporation to sell
100% of AES's ownership interest in CILCORP, including the jurisdictional
business and assets of CILCO. The transaction is subject to various regulatory
approvals and is expected to close in 2003.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of 1935,
as amended, AES has duly caused this certificate to be signed on its behalf on
this 29th day of August, 2002 by the undersigned thereunto duly authorized.
The AES Corporation
By: /s/ Erik Luckau
Erik Luckau
Associate General Counsel
27