<Page>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
Commission file number: 1-3004
Illinois Power Company
Incentive Savings Plan for
Employees Covered Under a Collective
Bargaining Agreement
(Full title of the plan)
Dynegy Inc.
1000 Louisiana
Suite 5800
Houston, Texas 77002
(Name of issuer of the securities held
pursuant to the plan and the address
of its principal executive office.)
<Page>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTAL INFORMATION,
DECEMBER 31, 2001 AND 2000
<Table>
<Caption>
PAGE NO.
--------
INDEPENDENT AUDITORS' REPORTS 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits
as of December 31, 2001 and 2000 4
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 2001. 5
NOTES TO FINANCIAL STATEMENTS 6
SUPPLEMENTAL INFORMATION
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
as of December 31, 2001 14
Note: Other schedules required by 29 CFR 2520.103-10 of the Department
of Labor's Rules and Regulations for reporting and disclosure under
ERISA have been omitted because they are not applicable.
SIGNATURE 20
EXHIBITS - The exhibits filed in connection with Annual Report are as follows:
Exhibit 1 - Consent of McConnell & Jones LLP 21
Exhibit 2 - Consent of PriceWaterhouseCoopers LLP 22
</Table>
<Page>
INDEPENDENT AUDITORS' REPORT
To the Dynegy Inc. Benefit Plans Committee for
the Illinois Power Company Incentive Savings Plan for Employees
Covered Under a Collective Bargaining Agreement
We have audited the accompanying statement of net assets available for
benefits of Illinois Power Company Incentive Savings Plan for Employees
Covered Under a Collective Bargaining Agreement as of December 31, 2001, and
the related statement of changes in net assets available for benefits for the
year then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Illinois
Power Company Incentive Savings Plan for Employees Covered Under a Collective
Bargaining Agreement as of December 31, 2001, and the changes in its net
assets available for benefits for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes as of December 31, 2001 is presented for the
purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plan's management. The supplemental
schedule has been subjected to the auditing procedures applied
1
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in the audit of the basic 2001 financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic 2001
financial statements taken as a whole.
/s/ McConnell & Jones LLP
Houston, Texas
June 14, 2002
2
<Page>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
The Illinois Power Company
Incentive Savings Plan for Employees
Covered Under a Collective Bargaining Agreement
In our opinion, the accompanying statement of net assets available for
benefits presents fairly, in all material respects, the net assets available
for benefits of Illinois Power Company Incentive Savings Plan for Employees
Covered Under a Collective Bargaining Agreement (the "Plan") at December 31,
2000 in conformity with accounting principles generally accepted in the
United States of America. This financial statement is the responsibility of
the Plan's management; our responsibility is to express an opinion on this
financial statement based on our audit. We conducted our audit of this
statement in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
St. Louis, Missouri
September 28, 2001
3
<Page>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 AND 2000
<Table>
<Caption>
2001 2000
------------ ------------
ASSETS:
Investments:
Cash and temporary cash investments $ 550,440 $ 886,155
Investments at fair value 113,609,999 181,482,741
Participant loans 3,220,382 3,148,746
------------ ------------
Total investments 117,380,821 185,517,642
------------ ------------
Receivables:
Dividends and interest receivable 810 4,338
Employer contributions receivable 142,617 278,012
------------ ------------
Total receivables 143,427 282,350
------------ ------------
TOTAL ASSETS 117,524,248 185,799,992
LIABILITIES:
Accrued expenses 85 -
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $117,524,163 $185,799,992
============ ============
</Table>
The accompanying notes are an integral part of the financial statements
4
<Page>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2001
<Table>
ADDITIONS:
Additions to net assets attributed to:
Contributions:
Employee $ 6,298,051
Employer 1,918,476
-------------
Total contributions 8,216,527
-------------
Investment Income:
Dividend and interest income 2,700,030
Interest on participant loans 303,300
-------------
Total investment income 3,003,330
-------------
TOTAL ADDITIONS 11,219,857
-------------
DEDUCTIONS:
Deductions from net assets attributed to:
Net depreciation in fair value of investments 65,249,582
Benefit payments 11,825,965
Administrative expenses 30,758
-------------
TOTAL DEDUCTIONS 77,106,305
-------------
DECREASE IN NET ASSETS BEFORE TRANSFERS (65,886,448)
PLAN-TO-PLAN TRANSFERS, NET (2,389,381)
-------------
NET DECREASE (68,275,829)
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 185,799,992
-------------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 117,524,163
=============
</Table>
The accompanying notes are an integral part of the financial statements
5
<Page>
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2001
1. DESCRIPTION OF PLAN
The following description of the Illinois Power Incentive Savings Plan
for Employees Covered Under a Collective Bargaining Agreement (the
"Plan") provides only general information. Participants should refer to
the Plan agreement for a more complete description of the Plan's
provisions.
GENERAL
The Illinois Power Company Incentive Savings Plan for Employees Covered
Under a Collective Bargaining Agreement is sponsored and administered
by Illinois Power Company (the "Company" or "Plan Administrator"). The
Plan became effective as of January 1, 1987. Assets of the Plan are
held and managed by a trustee. Effective July 1, 1995, Fidelity
Management Trust Company of Boston, Massachusetts ("Fidelity") became
trustee and custodian. The purpose of the Plan is to enable
participants to invest a portion of their salaries in tax-deferred
savings pursuant to Section 401(k) of the Internal Revenue Code
("IRC"). The plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA) as amended. On February
1, 2000, Illinova Corporation, the parent company, merged with Dynegy
Inc. As a result of the merger, a one-for-one conversion of Illinova
common stock into Dynegy common stock occurred on the effective date of
the merger.
PARTICIPATION
All employees of the Company who are covered under a collective
bargaining agreement are eligible to participate in the Plan.
Participation is voluntary. Active participation ceases upon
termination of employment with the Company. Former employees can choose
to liquidate their accounts or to leave them in the Plan. Earnings will
continue to accrue on undistributed accounts. All accounts, whether for
active or former employees, are fully vested.
PLAN CHANGES AND AMENDMENTS
Effective January 1, 2002, the Plan was amended and restated. The Plan
also changed recordkeepers and trustees from Fidelity to Vanguard
Institutional Client Services Group. As a result, the investment
options offered to the Plan's participants changed. In order to
facilitate this transition, it was necessary to impose a "Quiet Period"
as adopted in an
6
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amendment dated November 30, 2001. The Quiet Period commenced on
December 20, 2001 (November 30, 2001 for hardship withdrawals) and
ended on January 18, 2002. During this period, requests for and
processing of, distributions, withdrawals, and loans were temporarily
suspended. In addition, participants were unable to change investment
designations with respect to future or existing allocations.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contribution and allocations of (a) the Company's contribution and (b)
Plan earnings, and charged with an allocation of administrative
expenses. Allocations are based on participant earnings or account
balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
CONTRIBUTIONS
Participants may make before-tax contributions by payroll deduction up
to the legal dollar limit. Participants may also make after-tax
contributions in cash or by payroll deduction. Total contributions are
limited to the applicable percentage limit set by law. A participant
may also "roll-over" into the Plan amounts previously invested in
another retirement plan.
Participants have the option of investing their contributions in any or
all of the investment funds in the proportions they choose. They may
change their investment options or transfer amounts from fund to fund
at any time.
The Company contributes a monthly match to the Plan equal to 50% of the
participants' monthly before-tax contributions, up to 6% of the
employee's base earnings for the month. All Company matching
contributions are made in units of Dynegy common stock and are
contained in the Stock Fund. Dividends on stock held in the Stock Fund
are also invested in the Stock Fund. See Note 5 for more information.
The Company has an Incentive Compensation arrangement in which all
participants employed by the Company on the last day of the Plan year
are eligible to earn cash and Dynegy stock if specified performance
goals are met. Units awarded under the Incentive Compensation
arrangement are held in the Stock Fund. Dividends earned on these units
are also invested in the Stock Fund.
Shares previously held in the Tax Reduction Act Stock Ownership Plan
(TRASOP), which was eliminated in 1988, are also held in the Stock
Fund.
ESOP
In October 1990, the Board of Directors authorized amendments to the
Plan to provide for the implementation of an Employee Stock Ownership
Plan (ESOP) arrangement. Under this arrangement, the Company, pursuant
to authorization granted by the Illinois
7
<Page>
Commerce Commission (ICC), loaned $35 million to the Trustee of the
ESOP in January 1991. The loan proceeds were used to purchase
2,031,445 shares of the Company's common stock on the open market.
These shares are held in a suspense account under the Plan and the
Illinois Power Company Incentive Saving Plan. Unallocated shares are
being distributed to the accounts of participating employees as the
loan is repaid by the Trustee with funds contributed by the Company,
together with dividends on the shares acquired with the loan proceeds.
The shares are allocated to the accounts of eligible participating
employees as they are earned through the Match or Incentive
Compensation features of the Plan. The loan was paid-off during 2000
and the remaining unallocated shares were allocated to eligible
employees during 2001. Total shares allocated to bargaining unit
employees for matching contributions and company incentive
contributions totaled 550,181 and 402,216 as of December 31, 2001,
respectively.
DISTRIBUTIONS
Distributions as provided for in the Plan are made to retired Plan
participants or their beneficiaries. Distributions must begin by April
1st of the calendar year following the later of the calendar year in
which the employee reaches age 70 1/2 or the calendar year in which the
employee retires. All distributions are made in the form of cash and/or
Dynegy common stock.
FORFEITURES
Each participant is responsible for supplying the Company with a
current address. If the address of the participant (or the
participant's beneficiary in the event of participant's death) is not
known to the Company within four years (three years in the event of
participant's death) of the date on which distribution may first be
made, the adjusted balance in the participant's account shall be deemed
a forfeiture and shall be used to reduce matching contributions and
company incentive contributions.
LOANS
The Plan allows participants to borrow from their before-tax accounts
an amount not to exceed the lesser of $50,000 reduced by the excess of
the highest outstanding balance of loans during the one-year period
before the date the loan is made over the outstanding balance of loans
on the date the loan is made or 50% of the vested account balance.
Interest is charged on these loans at a rate commensurate with interest
rates charged by persons in the business of lending money for similar
type loans. For 2001, the interest rate ranged from 7.75% to 10.50%.
The rate for 2000 ranged from 9.50% to 10.50%.
All loans made will mature and be payable in full no earlier than one
year and no later than five years from the date of the loan. An
exception exists when the loan is used by the participant to acquire
his or her principal residence. In this case, the loan will mature and
be payable in full no earlier than one year and no later than ten years
from the date of the loan. Loan repayments are made by payroll
deductions authorized by the participant and
8
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by optional cash payments. Interest paid on the loan is credited to
the participant's account. The Trustee maintains a Loan Fund to hold
the balances of participants' loans.
PLAN-TO-PLAN TRANSFERS
Amounts are transferred to or from the Illinois Power Company Incentive
Savings Plan as participant's shift out of or into positions covered by
a collective bargaining agreement. These transfers are shown on the
Statement of Changes in Net Assets Available for Benefits as
plan-to-plan transfers.
PLAN TERMINATION
The right to amend, modify or terminate the Plan is reserved by the
Company provided that such action does not retroactively and adversely
affect the rights of any participant or beneficiary under the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying Plan financial statements are prepared on the accrual
basis of accounting.
INVESTMENTS
Participant loans included in the loan fund are valued at cost, which
approximates fair value. Other investments are stated at fair value
based on the latest quoted market price. Shares of mutual funds are
valued at the net asset value of shares held by the Plan at the year
end.
Investment securities are exposed to various risks, such as interest
rate, market, and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term could
materially affect the amounts reported in the Statement of Net Assets
Available for Benefits.
INCOME
Interest and dividend income is recorded as earned.
Net appreciation (depreciation) of investments is comprised of realized
and unrealized gains and losses. Realized gains or losses represent the
difference between proceeds received upon sale and the average cost of
the investment. Unrealized gain or loss is the difference between
market value and cost of investments retained in the Plan (at financial
statement date). For the purpose of allocation to participants, the
Dynegy common stock
9
<Page>
is valued by the Plan at market value on the date of allocation and
current value is used at the time of distribution to participants
resulting in a realized gain or loss and is reflected in the Net
Appreciation/(Depreciation) in Fair Value of Investments in the
Statement of Changes in Net Assets Available for Benefits.
EXPENSES
Certain expenses incurred in the administration of the Plan are paid by
the Plan rather than the Company. The expenses paid by the Plan include
ESOP record keeping fees and trustee administrative fees. All other
expenses incurred in the operation of the Plan are paid by the Company.
INCOME TAXES
The Internal Revenue Service has determined and informed the Company by
a letter dated January 8, 1996, that the Plan and related trust are
designed in accordance with applicable sections of the IRC. The plan
has been amended since receiving the determination letter. However, the
Plan Administrator and the Plan's tax counsel believe that the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the IRC. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ materially from these
estimates.
DISTRIBUTION OF BENEFITS
Distributions of benefits are recorded when paid.
3. INVESTMENTS
Plan investments are received, invested and held by the Trustee.
Individual investments that represent 5% or more of the Plan's net
assets available for benefits include:
Investments at fair value as determined by quoted market price:
<Table>
<Caption>
FAIR VALUE AT DECEMBER 31,
----------------------------------------
2001 2000
-------------- --------------
Dynegy Common Stock $ 40,445,244* $ 90,448,602*
Fidelity Equity Income Fund 16,715,384 19,097,945
Fidelity Independence Fund 26,001,685 39,372,187
Fidelity Managed Income Portfolio 13,381,697 12,693,619
</Table>
10
<Page>
* Includes both participant-directed and non-participant directed
amounts. During 2001, the Plan's investments (including gains and
losses on investments bought and sold, as well as held during the year)
depreciated in value by $65,249,582 as follows:
<Table>
Mutual funds $ 15,063,537
Common stock 50,186,045
---------------
$ 65,249,582
===============
</Table>
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
Certain Plan investments are shares of mutual funds managed by Fidelity
Management Trust Company. Fidelity Management Trust Company is the
trustee as defined by the Plan and, therefore, these transactions
qualify as party-in-interest. Fees paid during the year for legal,
accounting, and other professional services rendered by
parties-in-interest were based on customary and reasonable rates for
such services.
5. NONPARTICIPANT-DIRECTED INVESTMENTS
All funds in the Plan are participant directed, with the exception of
the Stock Fund, which is partially nonparticipant-directed as pertains
to the Company match and incentive compensation features of the Plan.
Information about the net assets and the significant components of the
changes in net assets relating to the Stock Fund is as follows:
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS - STOCK FUND
<Table>
<Caption>
DECEMBER 31,
--------------------------------
2001 2000
----------- -----------
ASSETS:
Investments:
Cash and temporary cash investments $ 357,810 $ 626,340
Investments at fair value 40,445,244 90,448,602
----------- -----------
Total investments 40,803,054 91,074,942
----------- -----------
Receivables:
Dividends and interest receivable 810 4,338
Employer contributions receivable 142,617 278,012
----------- -----------
Total receivables 143,427 282,350
----------- -----------
TOTAL ASSETS 40,946,481 91,357,292
LIABILITIES:
Accrued expenses 85 --
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $40,946,396 $91,357,292
=========== ===========
</Table>
11
<Page>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - STOCK FUND
<Table>
<Caption>
YEAR ENDED
DECEMBER 31,
2001
------------
ADDITIONS:
Additions to net assets attributed to:
Contributions:
Employee $ 429,578
Employer 1,918,476
------------
Total contributions 2,348,054
------------
Investment income:
Dividend and interest income 516,804
Interest on participant loans 32,136
------------
Total investment income 548,940
------------
Loan repayments 131,015
------------
TOTAL ADDITIONS 3,028,009
------------
DEDUCTIONS:
Deductions from net assets attributed to:
Net depreciation in fair value of investments 49,786,165
Benefit payments 4,329,682
Loan withdrawals 151,603
Administrative expenses 2,164
Forfeiture 75
------------
TOTAL DEDUCTIONS 54,269,689
------------
DECREASE IN NET ASSETS BEFORE TRANSFERS (51,241,680)
PLAN-TO-PLAN TRANSFERS, NET (647,872)
FUND TO FUND TRANSFERS 1,478,656
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 91,357,292
------------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 40,946,396
============
</Table>
12
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6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to Form 5500:
<Table>
<Caption>
DECEMBER 31,
--------------------------------
2001 2000
------------ --------------
Net assets available for benefits per the financial statements
$117,524,163 $ 185,799,992
Accrued distributions of benefits - 73,238
------------ --------------
Net assets available for benefits per the Form 5500 $117,524,163 $ 185,726,754
============ ==============
</Table>
The following is a reconciliation of benefits distributed to
participants per the financial statements to Form 5500:
<Table>
<Caption>
December 31,
2001
------------------
Distribution of benefits per the financial statements $ 11,825,965
Less: Accrued distribution of benefits at December 31, 2000 (73,238)
------------------
Distribution of benefits per the Form 5500 $ 11,752,727
==================
</Table>
7. SUBSEQUENT EVENT
Subsequent to December 31, 2001, the per share market price of Dynegy
Inc. common stock declined from $25.50 as of December 31, 2001 to $8.07
as of June 14, 2002. As of June 14, 2002, the fair value of the Plan's
investments totaled $84,644,904 including Dynegy Inc. common stock
totaling $13,622,781.
13
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ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT
EIN: 94-3248415 PN: 006
Schedule H, Line 4: - Schedule of Assets (Held at End of Year)
As of December 31, 2001
<Table>
<Caption>
DESCRIPTION COST FAIR VALUE
- --------------------------------------------------------------- ------------------- ----------------------
COMMON STOCK:
* Dynegy Common Stock $23,856,153 $ 40,445,244
MUTUAL FUNDS:
* Dreyfus Founders Growth Fund ** 1,437,717
* Fidelity Equity Income Fund ** 16,715,384
* Fidelity Independent Fund ** 26,001,685
* Fidelity Asset Manager Income Fund ** 610,509
* Fidelity Asset Manager Growth Fund ** 3,106,861
* Fidelity Asset Manager Fund ** 4,837,067
* Fidelity International Growth and Income Fund ** 1,620,159
* Fidelity Managed Income Portfolio Fund ** 13,381,697
* Fidelity US Equity Index Commingled Pool ** 3,030,028
* CS Emerging Growth Co. Fund ** 927,516
* USAA International Fund ** 194,944
* Fidelity Retirement Money Market Fund ** 17,190
----------------------
$ 71,880,757
LOANS:
* Participant Loans - various maturities and ** $ 3,220,382
interest rates ranging from 7.75% to 10.5%*
SELF DIRECTED BROKERAGE ACCOUNTS:
*ACT Manufacturing Inc. ** 525
*ANC Rent Corp. ** 8
*AOL Time Warner Inc. ** 6,420
*AT&T Corp. ** 1,270
*AT & T Wireless ** 1,811
14
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SELF DIRECTED BROKERAGE ACCOUNTS: (CONTINUED)
*Abraxas Pete Corp. ** 5,544
*Active Power Inc. ** 2,720
*Advanced Communications Technologies ** 341
*Alcoa Inc. ** 1,955
*American Century Income & Growth Fund ** 6,040
*Amgen Inc. ** 33,864
*Anheuser Busch Cos Inc. ** 11,330
*Applied Materials Inc. ** 4,010
*Ariba Inc. ** 6,160
*Artemis International Solutions Corp. ** 175
*Atmel Corp. ** 4,422
*Autonation Inc. ** 6,165
*Avaya Inc. ** 450
*Bea Sys Inc. ** 13,860
*Bethlehem Steel Corp. ** 225
*Broadcom Corp. ** 940
*Broadvision Inc. ** 1,370
*Calpine Corp. ** 1,427
*Capstone Turbine Corp. ** 1,758
*China Continental Inc. ** 110
*Cisco Systems Inc. ** 35,242
*Copper Mountain Networks ** 1,817
*Corning Inc. ** 1,791
*Cyber Mark International Corp. ** 50
*Cypress Semiconductor Corp. ** 1,993
*Dectron Internationale Inc. ** 990
*Dell Computer Corp. ** 8,154
*Delta Apparel Inc. ** 627
*Delta Woodside Industries Inc. ** 440
*Walt Disney Company ** 2,072
*Dollar General Corp. ** 745
*Drexler Technology Corp. ** 2,496
*Dynegy Inc. ** 82,416
*E Digital Corp. ** 4,800
*Earthlink Inc. ** 9,898
*Echelon Corp. ** 4,248
*8x8 Inc. ** 1,780
*Enron Corp. ** 1,457
*Ericsson LM Telephone Company ** 626
*Fidelity Investment Worldwide Fund ** 6,190
15
<Page>
SELF DIRECTED BROKERAGE ACCOUNTS: (CONTINUED)
*Fidelity Growth Company Fund ** 3,905
*Fidelity Aggregate Growth Fund ** 10,963
*Fidelity Select Technology ** 16,319
*Fidelity Select Networking & Infrastructure ** 5,261
*Fidelity Select Utilities ** 3,548
*Fidelity Select Developing Communications ** 13,241
*Fidelity Select Biotechnology Fund ** 31,983
*Fidelity Select Software & Computer Fund ** 17,964
*Fidelity Select Electronics Fund ** 33,878
*Fidelity Select Computers Fund ** 8,044
*Firsthand E-Commerce ** 58,515
*Fleetwood Enterprises Inc. ** 1,133
*Fonix Corp. ** 528
*Frederick Brewing Co. ** 32
*General Electric Corp. ** 24,048
*Genesis Microchip Inc. ** 860
*Globespan Virata Inc. ** 6,190
*Grand Prix Funds Inc. ** 1,643
*Handspring Inc. ** 674
*Harley Davidson Inc. ** 5,431
*Hearx Ltd. ** 800
*Hyseq Inc. ** 2,316
*Imax Corp. ** 10,464
*Imagis Technologies Inc. ** 1,330
*Infospace Com Inc. ** 3,075
*Inktomi Corp. ** 2,684
*Instinet Group Inc. ** 7,035
*Intel Corp. ** 3,460
*Interdigital Communications Corp. ** 37,830
*International Rectifier Corp. ** 1,744
*Intrusion Com Inc. ** 344
*Invesco Telecommunications ** 5,157
*Isco International Inc. ** 80
*JDS Uniphase Corp. ** 2,821
*Janus Worldwide Fund ** 1,380
*Janus Investment Twenty Fund ** 27,558
*Janus Global Life Sciences Fund ** 18,957
*Janus Olympus Fund ** 18,777
*Janus Investment Enterprise Fund ** 6,219
*Janus Mercury Fund ** 10,966
16
<Page>
SELF DIRECTED BROKERAGE ACCOUNTS: (CONTINUED)
*Juniper Networks Inc. ** 1,895
*Kemet Corp. ** 1,775
*Kopin Corp. ** 560
*Lante Corp. ** 1,210
*Legato Systems Inc. ** 1,297
*Legend Holdings Ltd. ** 510
*Loudeye Technologies Inc. ** 366
*Lucent Technology Inc. ** 4,221
*Macrochem Corp. ** 6,100
*Manugistics Group Inc. ** 10,540
*Medtronic Inc. ** 20,484
*Meltronix Inc. ** 76
*Metlife Inc. ** 15,840
*Microsoft Corp. ** 38,094
*Mirant Corp. ** 3,204
*Modem Media Poppe Tyson Inc. ** 670
*Monaco Coach Corp. ** 3,281
*Motorola Inc. ** 7,510
*Nabi Biopharmaceuticals ** 4,128
*Nasdaq 100 Trust Unit Series 1 ** 176,340
*Ness Energy International Inc. ** 1,830
*Nokia Corp. ** 5,397
*Nortel Networks Corp. ** 388
*1 800 Flowers Com Inc. ** 1,560
*Oracle Sys Corp. ** 3,591
*Oppenheimer Global Fund ** 2,365
*PBHG Large Cap Growth Fund ** 33,795
*PBHG Select Equity Fund ** 5,046
*PBHG Technology & Communications Fund ** 5,427
*PBHG Funds Income Managed Cap Vl ** 21,369
*PBHG Large Cap Vl ** 19,577
*PBHG Large Cap 20 Fund ** 30,966
*Palm Inc. ** 3,391
*Paradigm Advanced Technology Inc ** 907
*Pet Quarters Inc. ** 128
*Pfizer Inc. ** 21,720
*Pilgrim Worldwide Growth A ** 1,921
*Plug Power Inc. ** 262
*Profunds Ultrabear Investments ** 75
*Psinet Inc. ** 3
17
<Page>
SELF DIRECTED BROKERAGE ACCOUNTS: (CONTINUED)
*Putnam OTC Emerging Growth ** 994
*Putnam New Opportunities Class B ** 2,217
*Qualcomm Inc. ** 3,535
*Razorfish Inc. ** 22
*Reliance Group Holdings Inc. ** 160
*Rent Way Inc. ** 2,995
*Saf T Lok Inc. ** 11
*Samaritan Pharmaceuticals ** 130
*Seligman Communications & Information ** 2,825
*Service Corp. International ** 1,996
*Serviceware Technologies Inc. ** 480
*Soloman Alliance Group Inc. ** 650
*Stockscpe.Com Technologies Inc. ** 90
*Stratesec Inc. ** 1,740
*Strong Equity Growth Fund ** 825
*Strong Enterprise Fund ** 5,892
*Sunbeam-Oster Inc. ** 26
*Sykes Enterprises Inc. ** 934
*Syquest Technology Inc. ** 1
*Tellabs Inc. ** 4,488
*Teraforce Technology Corp. ** 1,231
*Theglobe Com Inc. ** 11
*3com Corp. ** 319
*Tippingpoint Technologies Inc. ** 1,465
*Titan Corp. ** 2,495
*Trism Inc. ** 1
*Tut Systems Inc. ** 232
*Tyco Intl Ltd. ** 5,890
*VDC Communications Inc. ** 1
*ValiCert Inc. ** 1,929
*Van Wagoner Post-Venture Fund ** 1,392
*Van Wagoner Technology Fund ** 1,191
*Verticalnet Inc. ** 70
*Vertical Computer Systems Inc. ** 55
*Vodafone Group Plc ** 1,130
*Wal Mart Stores Inc. ** 46,040
*Washington Mutual Inc. ** 16,350
*Worldcom Inc. ** 16,192
*Worldcom Inc. (MCI Group) ** 588
*Fresh Del Monte Produce Inc. ** 1,505
18
<Page>
SELF DIRECTED BROKERAGE ACCOUNTS: (CONTINUED)
*Global Crossing Ltd. ** 160
*Globalstar Telecom Ltd. ** 32
---------------------
1,283,998
TOTAL $ 116,830,381
=====================
</Table>
* A party-in-interest to the Plan
** Cost not required for participant directed investments
The accompanying notes are an integral part of the financial statements
19
<Page>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Illinois
Power Company has duly caused this annual report to be signed on its behalf of
the undersigned hereunto duly authorized.
Illinois Power Company
Incentive Savings Plan
For Employees Covered Under a
Collective Bargaining Agreement
By: /s/ Ron Oliver
-----------------------------------------
Ron Oliver
Human Resources Transition Manager
Date: June 28, 2002
20