SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to __________ Commission Registrants; State of Incorporation; IRS Employ er File Number Address; and Telephone Number Identification No. 1-11327 Illinova Corporation 37-1319890 (an Illinois Corporation) 500 S. 27th Street Decatur, IL 62525 (217) 424-6600 1-3004 Illinois Power Company 37-0344645 (an Illinois Corporation) 500 S. 27th Street Decatur, IL 62525 (217) 424-6600 Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) have been subject to such filing requirements for the past 90 days. Illinova Yes X No Corporation ---- ----- Illinois Power Yes X No Company ---- ----- Indicate the number of shares outstanding of each of the issuers' classes of common stock, as of the latest practicable date: Illinova Corporation Common stock, no par value, 75,643,937 shares outstanding at April 30, 1995 Illinois Power Company Common stock, no par value,74,296,337 shares outstanding held by Illinova Corporation at April 30, 1995 ILLINOVA CORPORATION ILLINOIS POWER COMPANY This combined Form 10-Q is separately filed by Illinova Corporation and Illinois Power Company. Prior to the filing of the combined 10-Q for the quarter ended June 30, 1994, Illinova was not a reporting company for purposes of the Securities Exchange Act of 1934, and Illinois Power Company filed its own separate reports on Form 10-Q. Information contained herein relating to Illinois Power Company is filed by Illinova Corporation and separately by Illinois Power Company on its own behalf. Illinois Power Company makes no representation as to information relating to Illinova Corporation or its subsidiaries, except as it may relate to Illinois Power Company. FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1995 INDEX PAGE NO. Part 1. FINANCIAL INFORMATION Item 1. Financial Statements Illinova Corporation Consolidated Balance Sheets 3 - 4 Consolidated Statements of Income 5 Consolidated Statements of Cash Flows 6 Illinois Power Company Consolidated Balance Sheets 7 - 8 Consolidated Statements of Income 9 Consolidated Statements of Cash Flows 10 Notes to Consolidated Financial Statements of Illinova Corporation and Illinois Power Company 11 - 12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations for Illinova Corporation and Illinois Power Company 13 - 16 Part II. OTHER INFORMATION Item 1: Legal Proceedings 17 Item 6: Exhibits and Reports on Form 8-K 17 Signatures 18 - 19 Exhibit Index 20 PART I. FINANCIAL INFORMATION ILLINOVA CORPORATION CONSOLIDATED BALANCE SHEETS (See accompanying Notes to Consolidated Financial Statements) MARCH 31, DECEMBER 31, 1995 1994 ASSETS (Unaudited) (Millions of Dollars) Utility Plant, at original cost Electric (includes construction work in progress of $225.8 million and $202.8 million, respectively) $ 6,064.2 $ 6,023.1 Gas (includes construction work in progress of $13.8 million and $16.8 million, respectively) 609.1 606.1 ---------- ---------- 6,673.3 6,629.2 Less-Accumulated depreciation 2,139.2 2,102.7 ---------- ---------- 4,534.1 4,526.5 Nuclear fuel in process 6.1 6.2 Nuclear fuel under capital lease 114.3 111.5 ---------- ---------- Total utility plant 4,654.5 4,644.2 ---------- ---------- Investments and Other Assets 38.8 37.4 ---------- ---------- Current Assets Cash and cash equivalents 4.9 50.7 Accounts receivable (less allowance for doubtful accounts of $3.0 million) Service 110.9 110.4 Other 33.3 30.5 Accrued unbilled revenue 84.6 78.9 Material and supplies, at average cost 115.8 133.9 Prepayments and other 24.0 35.0 ---------- ---------- Total current assets 373.5 439.4 ---------- ---------- Deferred Charges Deferred Clinton costs 110.0 110.8 Recoverable income taxes 147.3 147.3 Other 212.2 197.6 ---------- ---------- Total deferred charges 469.5 455.7 ---------- ---------- $ 5,536.3 $ 5,576.7 ========== ========== ILLINOVA CORPORATION CONSOLIDATED BALANCE SHEETS (See accompanying Notes to Consolidated Financial Statements) MARCH 31, DECEMBER 31, 1995 1994 CAPITAL AND LIABILITIES (Unaudited) (Millions of Dollars) Capitalization Common stock - No par value, 200,000,000 shares authorized; 75,643,937 shares outstanding, stated at $ 1,424.6 $ 1,424.6 Less - Deferred compensation - ESOP 22.7 23.5 Retained earnings 72.1 58.8 Less - Capital stock expense 9.5 9.7 Preferred and preference stock of subsidiary 318.5 321.7 Mandatorily redeemable preferred stock of subsidiary 24.0 36.0 Long-term debt of subsidiary 1,947.0 1,946.1 ---------- ---------- Total capitalization 3,754.0 3,754.0 ---------- ---------- Current Liabilities Accounts payable 94.4 108.2 Notes payable 183.8 238.8 Long-term debt and lease obligations maturing within one year 35.8 33.5 Other 157.2 149.9 ---------- ---------- Total current liabilities 471.2 530.4 ---------- ---------- Deferred Credits Accumulated deferred income taxes 995.4 978.6 Accumulated deferred investment tax credits 229.2 230.9 Other 86.5 82.8 ---------- ---------- Total deferred credits 1,311.1 1,292.3 ---------- ---------- $ 5,536.3 $ 5,576.7 ========== ========== ILLINOVA CORPORATION CONSOLIDATED STATEMENTS OF INCOME (See accompanying Notes to Consolidated Financial Statements) THREE MONTHS ENDED MARCH 31, 1995 1994 (Unaudited) (Millions except per share) Operating Revenues: Electric $ 288.1 $ 279.5 Electric interchange 22.4 24.6 Gas 115.0 138.8 ------------- ----------- Total 425.5 442.9 ------------- ------------ Operating Expenses and Taxes: Fuel for electric plants 64.3 71.0 Power purchased 14.0 10.0 Gas purchased for resale 64.6 97.6 Other operating expenses 64.2 66.1 Maintenance 28.1 20.1 Depreciation & Amortization 45.3 43.4 General taxes 38.2 38.6 Income Taxes 28.5 24.8 ------------- ------------ Total 347.2 371.6 ------------- ------------ Operating Income 78.3 71.3 ------------- ------------ Other Income and Deductions: Allowance for equity funds used 0.2 0.9 during construction Miscellaneous - net (2.4) (4.2) ------------- ------------ Total (2.2) (3.3) ------------- ------------ Income Before Interest Charges 76.1 68.0 ------------- ------------ Interest Charges: Interest on long-term debt 34.5 34.7 Other interest charges 3.9 1.7 Allowance for borrowed funds used (1.2) (1.6) during construction Preferred dividend requirements 6.5 5.9 of subsidiary ------------- ------------ Total 43.7 40.7 ------------- ------------ Net Income $ $ 32.4 27.3 ============= ============ Earnings per common share $0.43 $0.36 Cash dividends declared per $0.25 - common share Cash dividends paid per common $0.25 $0.20 share Weighted average number of common shares outstanding during 75,643,937 75,643,937 period ILLINOVA CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (See accompanying Notes to Consolidated Financial Statements) THREE MONTHS ENDED MARCH 31, 1995 1994 (Unaudited) (Millions of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 32.4 $ 27.3 Items not requiring cash, net 58.2 50.9 Changes in assets and liabilities 3.0 53.4 --------- --------- Net cash provided by operating activities 93.6 131.6 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Construction expenditures (48.2) (37.8) Other investing activities (2.6) (1.8) --------- --------- Net cash used in investing activities (50.8) (39.6) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Dividends on common stock (18.9) (15.1) Redemptions - Short-term debt (64.6) (61.7) Preferred stock of subsidiary (15.2) (12.0) Issuances - Short-term debt 9.6 30.0 Long-term debt of subsidiary -- 35.6 Other financing activities 0.5 (6.3) --------- --------- Net cash used in financing activities (88.6) (29.5) --------- --------- NET CHANGE IN CASH AND CASH EQUIVALENTS (45.8) 62.5 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 50.7 9.9 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4.9 $ 72.4 ========= ========= ILLINOIS POWER COMPANY CONSOLIDATED BALANCE SHEETS (See accompanying Notes to Consolidated Financial Statements) MARCH 31, DECEMBER 31, 1995 1994 (Unaudited) (Millions of Dollars) Utility Plant, at original cost Electric (includes construction work in progress of $225.8 million and $202.8 million, respectively)$ 6,064.2 $ 6,023.1 Gas (includes construction work in progress of $13.8 million and $16.8 million, respectively) 609.1 606.1 ------------ ------------ 6,673.3 6,629.2 Less-Accumulated depreciation 2,139.2 2,102.7 ------------ ------------ 4,534.1 4,526.5 Nuclear fuel in process 6.1 6.2 Nuclear fuel under capital lease 114.3 111.5 ------------ ------------ Total utility plant 4,654.5 4,644.2 ------------ ------------ Investments and Other Assets 15.3 15.4 ------------ ------------ Current Assets Cash and cash equivalents 0.3 47.9 Accounts receivable (less allowance for doubtful accounts of $3.0 million) Service 110.9 110.4 Other 34.1 52.6 Accrued unbilled revenue 84.6 78.9 Material and supplies, at average cost 115.8 133.9 Prepayments and other 23.8 34.9 ------------ ------------ Total current assets 369.5 458.6 ------------ ------------ Deferred Charges Deferred Clinton costs 110.0 110.8 Recoverable income taxes 147.3 147.3 Other 230.7 219.5 ------------ ------------ Total deferred charges 488.0 477.6 ------------ ------------ $ 5,527.3 $ 5,595.8 ============ ============ ILLINOIS POWER COMPANY CONSOLIDATED BALANCE SHEETS (See accompanying Notes to Consolidated Financial Statements) MARCH 31, DECEMBER 31, 1995 1994 CAPITAL AND LIABILITIES (Unaudited) (Millions of Dollars) Capitalization Common stock - No par value, 100,000,000 shares authorized; 74,296,337 shares outstanding, stated at $ 1,424.6 $ 1,424.6 Retained earnings 67.2 51.1 Less - Capital stock expense 9.5 9.7 Less - 1,347,600 shares of common stock in treasury, at cost 30.5 - Preferred and preference stock 318.5 321.7 Mandatorily redeemable preferred stock 24.0 36.0 Long-term debt 1,947.0 1,946.1 ------------ ------------ Total capitalization 3,741.3 3,769.8 ------------ ------------ Current Liabilities Accounts payable 94.8 108.7 Notes payable 183.8 238.8 Long-term debt and lease obligations maturing within one year 35.8 33.5 Other 157.2 149.9 ------------ ------------ Total current liabilities 471.6 530.9 ------------ ------------ Deferred Credits Accumulated deferred income taxes 998.7 981.4 Accumulated deferred investment tax credits 229.2 230.9 Other 86.5 82.8 ------------ ------------ Total deferred credits 1,314.4 1,295.1 ------------ ------------ $ 5,527.3 $ 5,595.8 ============ ============ ILLINOIS POWER COMPANY CONSOLIDATED STATEMENTS OF INCOME (See accompanying Notes to Consolidated Financial Statements) THREE MONTHS ENDED MARCH 31, 1995 1994 (Unaudited) (Millions except per share) Operating Revenues: Electric $ 288.1 $279.5 Electric interchange 22.4 24.6 Gas 115.0 138.8 ------- ------- Total 425.5 442.9 ------ ------ Operating Expenses and Taxes: Fuel for electric plants 64.3 71.0 Power purchased 14.0 10.0 Gas purchased for resale 64.6 97.6 Other operating expenses 64.2 66.1 Maintenance 28.1 20.1 Depreciation & Amortization 45.3 43.4 General taxes 38.2 38.6 Income Taxes 28.5 24.8 ----- ----- Total 347.2 371.6 ----- ------ Operating Income 78.3 71.3 ---- ------ Other Income and Deductions: Allowance for equity funds used 0.2 0.9 during construction Miscellaneous - net 0.5 (3.0) ----- ----- Total 0.7 (2.1) ----- ------ Income Before Interest 79.0 69.2 Charges ----- ----- Interest Charges and Other: Interest on long-term debt 34.5 34.7 Other interest charges 3.9 1.7 Allowance for borrowed funds used (1.2) (1.6) during construction ----- ------ Total 37.2 34.8 ------ ----- Net Income 41.8 34.4 Preferred dividend 6.5 5.9 requirements ------ ----- Net Income applicable to common stock 35.3 28.5 ====== ====== ILLINOIS POWER COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (See accompanying Notes to Consolidated Financial Statements) THREE MONTHS ENDED MARCH 31, 1995 1994 (Unaudited) (Millions except per share) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $41.8 $34.4 Items not requiring cash, 58.6 50.9 net Changes in assets and 27.0 52.8 liabilities ------------- ------------ Net cash provided by 127.4 138.1 operating ------------- ------------ activities CASH FLOWS FROM INVESTING ACTIVITIES: Construction expenditures (48.2) (37.8) Other investing activities (1.0) (1.8) ------------- ------------ Net cash used in investing (49.2) (39.6) activities ------------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Dividends on preferred and (25.7) (21.3) common stock Redemptions - Short-term debt (64.5) (61.7) Preferred Stock (15.2) (12.0) Common Stock (30.5) -- Issuances Short-term debt 9.6 30.0 Preferred stock -- 35.6 Other financing activities 0.5 (6.3) ------------- ------------ Net cash used in financing (125.8) (35.7) activities ------------- ------------ NET CHANGE IN CASH AND CASH (47.6) 62.8 EQUIVALENTS CASH AND CASH EQUIVALENTS AT 47.9 9.3 BEGINNING OF YEAR ------------- ------------ CASH AND CASH EQUIVALENTS AT $0.3 $72.1 END OF PERIOD ============= ============ ILLINOVA CORPORATION AND ILLINOIS POWER COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS GENERAL Financial Statement note disclosures, normally included in financial statements prepared in conformity with generally accepted accounting principles, have been omitted from this Form 10-Q pursuant to the Rules and Regulations of the Securities and Exchange Commission. However, in the opinion of Illinova Corporation (Illinova) and Illinois Power Company (IP), the disclosures and information contained in this Form 10-Q are adequate and not misleading. See Illinova's 1994 Annual Report to Shareholders (included in the Proxy Statement), IP's 1994 Annual Report to Shareholders (included in the Information Statement), and Illinova's and IP's 1994 Form 10-K filings to the Securities and Exchange Commission, for information relevant to the consolidated financial statements contained herein, including information as to certain regulatory and environmental matters involving IP and as to the significant accounting policies followed by IP. In the opinion of Illinova, the accompanying unaudited consolidated financial statements for Illinova reflect all adjustments necessary to present fairly the Consolidated Balance Sheets as of March 31, 1995 and December 31, 1994, the Consolidated Statements of Income for the three months ended March 31, 1995 and 1994, and the Consolidated Statements of Cash Flows for the three months ended March 31, 1995 and 1994. In addition, it is Illinova's and IP's opinion that the accompanying unaudited consolidated financial statements for IP reflect all adjustments necessary to present fairly the Consolidated Balance Sheets as of March 31, 1995 and December 31, 1994, the Consolidated Statements of Income for the three months ended March 31, 1995 and 1994, and the Consolidated Statements of Cash Flows for the three months ended March 31, 1995 and 1994. Due to seasonal and other factors which are characteristic of electric and gas utility operations, interim period results are not necessarily indicative of results to be expected for the year. ACCOUNTING MATTERS CONSOLIDATION The consolidated financial statements of Illinova include the accounts of Illinova, IP, Illinova Generating Company and Illinova Power Marketing, Inc. All significant intercompany balances and transactions have been eliminated from the consolidated financial statements. All non-utility operating transactions are included in the section titled Other Income and Deductions, "Miscellaneous-net" in Illinova's Consolidated Statements of Income and IP's Consolidated Statements of Income. Prior year amounts have been restated on a basis consistent with the March 31, 1995 presentation. IP's consolidated financial position and results of operation are currently the principal factors affecting Illinova's consolidated financial position and results of operations. REGULATORY AND LEGAL MATTERS MANUFACTURED GAS PLANT SITES IP is currently recovering Manufactured Gas Plant (MGP) site cleanup costs from its customers through a tariff rider approved by the ICC in April 1993. In February 1994, an intervening consumer group appealed the September 1992 ICC order and an affirming December 1993 Appellate Court decision to the Illinois Supreme Court, arguing that utilities should not be permitted to recover MGP cleanup costs from customers or should not be permitted to recover such costs through riders. IP and other utilities also appealed to the Illinois Supreme Court challenging ICC's disallowance of carrying costs on the unrecovered balance of cleanup costs. The Illinois Supreme Court agreed to hear both appeals, and briefing and oral arguments were held in September 1994. On April 20, 1995, the Illinois Supreme Court issued its ruling, upholding the ICC authorization of cost recovery through tariff riders, and reversing the ICC's disallowance of carrying costs. If petitions for rehearing are not filed, or are filed and not granted, the Court will issue a mandate that the ICC reissue an order providing for full recovery of prudently incurred MGP site cleanup costs, including carrying costs. TREASURY STOCK On March 31, 1995, IP repurchased 1,347,600 shares of its common stock from Illinova. Under Illinois law, such shares may be held as treasury stock and treated as authorized but unissued, or may be canceled by resolution of the Board of Directors. The shares IP repurchased are held as treasury stock and are deducted from common equity at the cost of the shares. ILLINOVA CORPORATION AND ILLINOIS POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Reference is made to the Notes to the Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations presented in Illinova's 1994 Annual Report to Shareholders (included in the Proxy Statement), IP's 1994 Annual Report to Shareholders (included in the Information Statement), and Illinova's and IP's Form 10-K for the year ended December 31, 1994. Illinova Subsidiaries IP, the primary business and subsidiary of Illinova, is engaged in the generation, transmission, distribution and sale of electric energy and the distribution, transportation and sale of natural gas in the State of Illinois. Illinova Generating Company (IG) is Illinova's wholly owned independent power subsidiary which invests in energy supply projects throughout the world. IG's strategy is to invest in and develop "greenfield" power plants, acquire existing generation facilities and provide power plant O&M services. Illinova has invested $28 million in IG as of March 31, 1995. Illinova Power Marketing, Inc. (IPM) is a wholly owned subsidiary of Illinova formed in July 1994. IPM plans to become active in the business of brokering and marketing electric power and gas to various customers outside of IP's present service area. LIQUIDITY AND CAPITAL RESOURCES CAPITAL RESOURCES AND REQUIREMENTS Cash flow from operations during the first three months of 1995 provided sufficient working capital to meet ongoing operating requirements, to service existing common and IP preferred stock dividends and debt requirements and a portion of construction requirements. Additionally, Illinova expects current revenues will enable it to meet future operating requirements and continue to service its existing debt, IP preferred and Illinova common stock dividends, IP sinking fund requirements and nearly all of its anticipated construction requirements. On March 31, 1995, IP repurchased 1,347,600 shares of its common stock from Illinova to provide Illinova cash for operations, in accordance with authority granted by the ICC. IP's capital requirements for construction were approximately $48 million and $38 million during the three months ended March 31, 1995 and 1994, respectively. During the second quarter of 1995 IP plans to review and increase its lines of credit represented by bank commitments from $250 million to $350 million. Also during the second quarter of 1995 Illinova plans to increase its lines of credit represented by bank commitments from $43 million to $53 million. Illinois Power Company mortgage bonds are currently rated Baa2 by Moody's and BBB by Standard & Poor's. IP's preferred stock is currently rated baa3 by Moody's and BBB- by Standard & Poor's. Both Illinova and IP have adequate short- and intermediate-term bank borrowing capacity. IP has current ICC authorization to issue $212 million of debt securities and $100 million of preferred stock. In February 1995, IP redeemed $12 million of 8.0% mandatorily redeemable serial preferred stock. On May 1, 1995, IP redeemed the remaining $24 million of the 8.0% mandatorily redeemable serial preferred stock. The remaining proceeds from the October 1994 issuance of the monthly income preferred securities (MIPS) of Illinois Power Capital, L.P., in which IP serves as the general partner, were used for these transactions. REGULATORY MATTERS OPEN ACCESS AND WHEELING On March 29, 1995, the Federal Energy Regulatory Commission (FERC) issued a Notice of Proposed Rulemaking (NOPR) designed to encourage a more fully competitive wholesale electric market through mandated open access to public utility transmission facilities, at rates to be determined, at the outset, by FERC. Under the Commission's proposal, all transmission-owning public utilities would be required to file non-discriminatory open access transmission tariffs, available to all wholesale sellers and buyers of electric energy; the utilities would be required to take service under the tariffs for their own wholesale sales and purchases of electric energy; and the utilities would be allowed the opportunity under certain circumstances to recover wholesale stranded costs. On March 20, 1995, IP filed three transmission service tariffs that offer eligible transmission customers the same or comparable transmission service on terms comparable to the service IP provides to itself. The Commission has recommended that all transmission service tariffs filed prior to March 29, 1995 be accepted and set for hearing provided that the proposed tariffs meet the Commission's pricing policies including those set forth in the NOPR. IP believes its tariffs filed on March 20 incorporate all the key elements identified by the Commission for comparable transmission service. ENVIRONMENTAL MATTERS GAS MANUFACTURING SITES See "Manufactured Gas Plant Sites" under "Regulatory and Legal Matters" of the Notes to Consolidated Financial Statements on page 12. ACCOUNTING MATTERS FAS 121 In March 1995, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," (FAS 121). FAS 121 requires that an entity review long-lived assets for impairment whenever events indicate that the carrying amount of an asset may not be recoverable. If the undiscounted future cash flows expected from the use of an asset are less than the carrying amount of the asset, an impairment loss must be recognized. FAS 121 prohibits restoration of previously recognized impairment losses. The FASB determined that for regulated enterprises applying FASB Statement No. 71, "Accounting for the Effects of Certain Types of Regulation," (FAS 71) the general impairment standard established by FAS 121 would not apply to the regulatory assets that meet the criteria of paragraph 9 of FAS 71. Accordingly, FAS 121 requires the recognition of regulatory asset impairment if the capitalized incurred cost no longer meets the criteria of paragraph 9 of FAS 71. In addition, FAS 121 allows the recording of a regulatory asset if a regulator's actions allow recovery through rates of costs previously excluded from allowable costs. FAS 121 is effective for financial statements for fiscal years beginning after December 15, 1995. This standard is not currently expected to materially impact the consolidated financial position or results of operations of Illinova or IP. RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1995 AND 1994 Electric Operations - The current quarter increase of $8.6 million in electric revenues is primarily due to increased sales to the industrial and commercial sectors. An improving national as well as regional economy led to the sales gains among these customer segments. Total kilowatt- hour sales (excluding interchange and sales to municipalities) increased 1.5% or 66 million kwh from the first quarter 1994. Interchange revenues decreased $2.2 million due to decreased sales opportunities. The current quarter cost of fuel for electric plants decreased $6.7 million and electric generation decreased 8.1%. The decrease in fuel cost was attributable to decreased generation primarily at Clinton and the impact of the Uniform Fuel Adjustment Clause. The equivalent availability of Clinton was 66.2% and 99.7% for the three months ended March 31, 1995 and 1994, respectively. The lower equivalent availability for Clinton in 1995 was due to a scheduled maintenance and refueling outage that began March 12. Clinton returned to service on April 29, after a station record 49-day refueling. The equivalent availability for IP's coal-fired plants was 76.3% and 71% for the three months ended March 31, 1995 and 1994, respectively. Power purchased and interchanged for the current quarter increased $4.0 million due to increased purchases at lower-than-expected prices. Gas Operations - Gas revenues decreased $23.8 million in the first quarter of 1995 due to warmer weather and the effects of the Uniform Gas Adjustment Clause, partially offset by the ICC's April 1994 order granting IP its first natural gas base rate increase in 10 years. The increase helped boost gas margins in the first quarter compared to a year ago when the new rates were not in effect. Therm sales decreased 11.3% (34.6 million therms) offset by an increase in therms transported for a combined decrease in gas consumption of 8.0% (30 million therms). Residential sales decreased 10.4% (21 million therms), commercial sales and transport decreased 10.1% (8 million therms) and industrial sales and transport decreased 1.6% (1 million therms). The cost of gas purchased for resale decreased $33.0 million in the first quarter as a result of the effects of the Uniform Gas Adjustment Clause and the lower cost of gas. Gas bypass (connection by the natural gas customer directly to a pipeline, "bypassing" IP's sales and transportation service) continues to be actively considered or utilized by several of IP's large customers. IP is aggressively competing with the bypass options available to these customers in an attempt to minimize the potential loss in earnings. Operation and Maintenance Expense - The current quarter increase of $6.1 million dollars is due primarily to expenses from the 1995 Clinton refueling outage. Without the refueling charges, operation and maintenance expenses for the first quarter of 1995 would have been approximately $4 million less than the same period in 1994. Other Interest Charges - The current quarter increase of $2.2 million in other interest charges is due to increased short-term borrowing at higher rates. Earnings per Common Share - The earnings per common share for Illinova during the first quarter of 1995 and 1994 resulted from the interaction of all other factors discussed herein. PART II. OTHER INFORMATION ITEM 1. Legal Proceedings See "Notes to Consolidated Financial Statements" in Part I for a discussion of certain legal proceedings related to manufactured gas plant sites. ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits The Exhibits filed with this 10-Q are listed on the Exhibit Index. (b) Reports on Form 8-K since December 31, 1994: None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ILLINOIS POWER COMPANY (Registrant) By /s/Larry F. Altenbaumer --------------------------- Larry F. Altenbaumer, Senior Vice President and Chief Financial Officer on behalf of Illinois Power Company Date: May 11, 1995 EXHIBIT INDEX PAGE NO. WITHIN SEQUENTIAL NUMBERING EXHIBIT DESCRIPTION SYSTEM 27 Financial Data Schedule UT (filed herewith)