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
(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.)
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTALINFORMATION,
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) 14
as of December 31, 2001
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>
INDEPENDENT AUDITORS' REPORT
To the Dynegy Inc. Benefit Plans Committee for
the Illinois Power Company Incentive Savings Plan
We have audited the accompanying statement of net assets available for
benefits of Illinois Power Company Incentive Savings Plan 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 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
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
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
The Illinois Power Company
Incentive Savings Plan
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 (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
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 AND 2000
<Table>
<Caption>
2001 2000
-------------------- ------------------------
ASSETS:
Investments:
Cash and temporary cash investments $ 519,595 $ 605,881
Investments at fair value 128,744,169 211,108,751
Participant loans 1,971,113 2,357,978
-------------------- ------------------------
Total investments 131,234,877 214,072,610
-------------------- ------------------------
Receivables:
Dividends and interest receivable 2,179 3,374
Other receivables - 697,911
Employer contributions receivable 102,965 -
-------------------- ------------------------
Total receivables 105,144 701,285
-------------------- ------------------------
TOTAL ASSETS 131,340,021 214,773,895
LIABILITIES:
Accrued expenses 85 -
-------------------- ------------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 131,339,936 $ 214,773,895
==================== ========================
</Table>
The accompanying notes are an integral part of the financial statements
4
ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN
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 $ 5,111,427
Employer 1,464,595
-----------------
Total contributions 6,576,022
-----------------
Investment Income:
Dividend and interest income 3,311,640
Interest on participant loans 182,217
-----------------
Total investment income 3,493,857
-----------------
TOTAL ADDITIONS 10,069,879
-----------------
DEDUCTIONS:
Deductions from net assets attributed to:
Net depreciation in fair value of investments 67,703,211
Benefit payments 28,175,122
Administrative expenses 14,886
-----------------
TOTAL DEDUCTIONS 95,893,219
-----------------
DECREASE IN NET ASSETS BEFORE TRANSFERS (85,823,340)
PLAN-TO-PLAN TRANSFERS, NET 2,389,381
-----------------
NET DECREASE (83,433,959)
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 214,773,895
-----------------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 131,339,936
=================
</Table>
The accompanying notes are an integral part of the financial statements
5
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
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
(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 is sponsored and
administered by Illinois Power Company (the "Company" or "Plan
Administrator"). The Plan became effective as of June 1, 1984. 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 salaried employees of the Company 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
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
6
<Page>
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 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
7
<Page>
Plan and the Illinois Power Company Incentive Savings Plan for Employees
Covered Under A Collective Bargaining Agreement. 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 salaried employees for matching contributions and company
incentive contributions totaled 585,599 and 493,449 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 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.
8
PLAN-TO-PLAN TRANSFERS
Amounts are transferred to or from the Illinois Power Company Incentive
Savings Plan for Employees Covered Under A Collective Bargaining Agreement
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 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
9
<Page>
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:
<Table>
<Caption>
Fair value at December 31,
----------------------------------------------
2001 2000
--------------------- --------------------
Investments at fair value as
determined by quoted market price:
Dynegy Common Stock $ 38,494,368* $ 90,131,849*
Fidelity Equity Income Fund 21,754,808 25,722,445
Fidelity Independence Fund 28,951,253 46,737,212
Fidelity Managed Income Portfolio 14,432,409 16,665,376
</Table>
* Includes both participant-directed and non-participant directed amounts.
10
<Page>
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 $67,703,211 as follows:
<Table>
Mutual funds $ 18,910,962
Common stock 48,792,249
--------------------
$ 67,703,211
====================
</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 $ 380,247 $ 244,629
Investments at fair value 38,494,368 90,131,849
------------------ --------------------
Total investments 38,874,615 90,376,478
------------------ --------------------
Receivables:
Dividends and interest receivable 2,179 3,374
Other receivables - 697,911
Employer contributions receivable 102,965 -
------------------ --------------------
Total receivables 105,144 701,285
------------------ --------------------
TOTAL ASSETS 38,979,759 91,077,763
LIABILITIES:
Accrued expenses 85 -
------------------ --------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 38,979,674 $ 91,077,763
================== ====================
</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 $ 529,412
Employer 1,464,595
----------------
Total contributions 1,994,007
----------------
Investment income:
Dividend and interest income 513,445
Interest on participant loans 24,190
----------------
Total investment income 537,635
----------------
Loan repayments 140,267
----------------
TOTAL ADDITIONS 2,671,909
----------------
DEDUCTIONS:
Deductions from net assets attributed to:
Net depreciation in fair value of investments 48,289,382
Benefit payments 7,169,923
Loan withdrawals 74,051
Administrative expenses 1,836
----------------
TOTAL DEDUCTIONS 55,535,192
----------------
DECREASE IN NET ASSETS BEFORE TRANSFERS (52,863,283)
PLAN-TO-PLAN TRANSFERS, NET 647,872
FUND TO FUND TRANSFERS, NET 117,322
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 91,077,763
----------------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 38,979,674
================
</Table>
12
<Page>
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 $131,339,936 $ 214,773,895
Accrued distributions of benefits - 20,793
------------ --------------
Net assets available for benefits per the Form 5500 $131,339,936 $ 214,753,102
============ ==============
</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 $ 28,175,122
Less: accrued distribution of benefits at December 31, 2000 20,793
-----------------
Distribution of benefits per the Form 5500 $ 28,154,329
=================
</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 $92,157,280 including Dynegy Inc. common stock
totaling $12,112,162.
13
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES
COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT
EIN: 94-3248415 PN: 005
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 $23,791,223 $ 38,494,368
MUTUAL FUNDS:
* Dreyfus Founders Growth Fund ** 2,413,374
* Fidelity Equity Income Fund ** 21,754,808
* Fidelity Independent Fund ** 28,951,253
* Fidelity Asset Manager Income Fund ** 903,184
* Fidelity Asset Manager Growth Fund ** 3,773,546
* Fidelity Asset Manager Fund ** 6,120,737
* Fidelity International Growth and Income Fund ** 2,083,385
* Fidelity Managed Income Portfolio Fund ** 14,432,409
* Fidelity US Equity Index Commingled Pool ** 4,932,233
* CS Emerging Growth Co. Fund ** 1,514,267
* USAA International Fund ** 506,764
* Fidelity Retirement Money Market Fund ** 48
------------
$ 87,386,009
LOANS:
* Participant Loans - various maturities and ** $ 1,971,113
interest rates ranging from 7.75% to 10.5%*
SELF DIRECTED BROKERAGE ACCOUNTS:
*AOL Time Warner Inc. ** 14,445
*AT&T Corp. ** 16,326
*AT & T Wireless ** 4,153
*Abercrombie & Fitch Co. ** 79,590
*Allstate Corp. ** 10,110
*Amazon.Com Inc. ** 4,328
14
<Page>
SELF DIRECTED BROKERAGE ACCOUNTS: (CONTINUED)
*American Intl Pete Corp. ** 473
*Amkor Technology Inc. ** 8,015
*Applied Materials Inc. ** 40,100
*Archer Daniels Midland Co. ** 14,077
*Ariba Inc. ** 727
*At Home Corp. Series A ** 1
*Ballard Power Sys Inc. ** 2,957
*Baron Asset Fund ** 8,004
*Baron Small Cap Fund ** 5,674
*Bio Technology Gen Corp. ** 1,646
*Boeing Co. ** 7,756
*Bristol Myers Squibb Co. ** 7,650
*Broadvision Inc. ** 55
*CMG Information Services Inc. ** 130
*Capital One Financial Corp. ** 5,395
*Charter Communications Inc. ** 1,643
*Chiquita Brands Intl Inc. ** 1,920
*Cinergy Corp. ** 3,343
*Cisco Sys Inc. ** 39,933
*Citigroup Inc. ** 85,816
*Coca Cola Co. ** 472
*Commerce One Inc. ** 1,785
*Compaq Computer Corp. ** 5,860
*Computer Sciences Corp. ** 4,898
*Cor Therapeutics Inc. ** 718
*Corel Corp. ** 3,800
*Corning Inc. ** 9,366
*Countrywide Credit Industries Inc. ** 24,582
*Cyber-Care Inc. ** 192
*Dell Computer Corp. ** 48,924
*Delphi Automotive Sys Corp. ** 546
*Digital Lightwave Inc. ** 469
*Walt Disney Company ** 414
*Dodge & Cox Income Fund ** 121,836
*Dodge & Cox Stock Fund ** 281,687
*Dreyfus Founders Growth Fund ** 27,275
*Duke Power Co. ** 15,704
15
<Page>
SELF DIRECTED BROKERAGE ACCOUNTS: (CONTINUED)
*Dynegy Inc. ** 44,192
*E M C Corp. ** 672
*E Trade Group Inc. ** 6,150
*El Paso Corp. ** 2,231
*Emulex Corp. ** 79,020
*Enron Corp. ** 3,618
*E-Toys Inc. ** 1
*Federal National Mortgage Association Co. ** 23,850
*Fidelity Japan Small Companies ** 5,160
*Fidelity Japan Fund ** 5,716
*Fidelity Spartan Total Market Index ** 34,347
*Fidelity Equity-Income Fund ** 5,637
*Fidelity Retirement Growth Fund ** 20,729
*Fidelity Fund Income ** 14,911
*Fidelity Contrafund ** 15,456
*Fidelity Aggregate Growth Fund ** 13,371
*Fidelity Select Technology ** 24,853
*Fidelity Select Health Care Fund ** 6,015
*Fidelity Select Utilities ** 16,407
*Fidelity Select Natural Gas Fund ** 3,803
*Fidelity Select Developing Communications Fund ** 7,041
*Fidelity Select Biotechnology Fund ** 6,783
*Fidelity Select Electronics Fund ** 55,662
*Fidelity Select Computers Fund ** 17,112
*Finova Group Inc. ** 610
*Foundry Networks ** 1,630
*4 Kids Entmt Inc. ** 8,012
*Frontier Airlines Inc. ** 40,800
*Gabelli Equity Retail Cl Fund ** 47,126
*Gabelli Growth Fund ** 21,490
*Gateway Inc. ** 804
*General Electric Corp. ** 29,706
*Glaxo Plc. ** 1,246
*Griffon Corp. ** 9,000
*Halliburton Corp. ** 3,930
*Harris Oakmark Select Fund ** 30,871
*Hewlett Packard Co. ** 8,216
16
<Page>
SELF DIRECTED BROKERAGE ACCOUNTS: (CONTINUED)
*Hexcel Corp. ** 308
*House2home Inc. ** 4
*Human Genome Sciences Inc. ** 3,035
*Inacom Corp. ** 1
*Infonet Svcs Corp. ** 1,225
*Ingram Micro Inc. Class A ** 17,320
*Intel Corp. ** 31,490
*International Brands Inc. ** 10,642
*International Business Machines ** 48,384
*Interneuron Pharmaceuticals Inc. ** 2,218
*Intimate Brands Inc. ** 2,972
*Intraware Inc. ** 1,750
*JDS Uniphase Corp. ** 9,461
*Janus Worldwide Fund ** 7,828
*Janus Invt Twenty Fund ** 9,741
*Janus Fund 2 ** 1,525
*Janus Strategic Value Fund ** 28,589
*Janus Global Life Sciences Fund ** 17,632
*Janus Investment Enterprise Fund ** 8,886
*Janus Mercury Fund ** 19,388
*Johnson & Johnson ** 11,820
*Jones Apparel Group Inc. ** 43,121
*Julius Baer Int'l Equity ** 145,457
*Knight Trading Group Inc. ** 6,612
*Kobren Insight Delphi Val ** 14,888
*Koninklijke Philips Electrs ** 11,295
*Ltc Pptys Inc. ** 3,175
*La Quinta Pptys Inc. ** 5,740
*Lucent Tech Inc. Nfs ** 7,560
*Marimba Inc. ** 6,084
*Marsico Focus Fund ** 30,602
*Mcdata Corpcl A ** 25
*Medtronic Inc. ** 10,242
*Mercury Computer Sys Inc. ** 978
*Microsoft Corp. ** 8,613
*Microage Inc. ** 4
*Migratec Inc. ** 990
17
<Page>
SELF DIRECTED BROKERAGE ACCOUNTS: (CONTINUED)
*Morgan Stanley Dean Witter DSV ** 22,376
*Motorola Inc. ** 18,324
*Nasdaq 100 Trust Unit Series 1 ** 29,183
*Netcentives Inc. ** 1
*Nextel Communications Inc. Class A ** 5,480
*Nortel Networks Corp. New (Holding Co.) ** 746
*Novell Inc. ** 4,590
*Olstein Funds ** 10,104
*Oracle Sys Corp. ** 35,906
*Personnel Group Amer Inc. ** 356
*Pfizer Inc. ** 15,940
*Philip Morris Cos Inc. ** 82,530
*Profunds Ultrtc Prfd Inv ** 7,189
*Qualcomm Inc. ** 17,170
*Qwest Communications Intl Inc. ** 2,967
*Rs Emerging Growth ** 29,618
*Rite Aid Corp. ** 1,518
*Rydex Otc Fund ** 25,653
*Sei Corp. ** 13,533
*Sandisk Corp. ** 10,080
*Sapient Corp. ** 3,088
*Schwab Charles Corp. ** 3,481
*Service Corp. Intl ** 19,960
*Siebel Sys Inc. ** 3,693
*Solectron Corp. ** 6,768
*Sovereign BanCorp. Inc. ** 12,240
*Sun Microsystems Inc. ** 28,438
*Tegal Corp. ** 2,680
*Tesco Corp. ** 833
*Texas Instruments Inc. ** 3,920
*3com Corp. ** 6,380
*Tianrong Internet Products & Services ** 9
*Triquint Semiconducter Inc. ** 4,904
*Tyco Intl Ltd. ** 110,438
*United Parcel Svc Inc. ** 2,453
*Uniview Technologies Corp. ** 73
*Va Linux Sys Inc. ** 490
18
<Page>
SELF DIRECTED BROKERAGE ACCOUNTS: (CONTINUED)
*Vertical Computer Sys Inc. ** 242
*Wal Mart Stores Inc. ** 3,453
*Weitz Value Portfolio ** 237,950
*Wireless Facs Inc. ** 673
*Xcel Energy Inc. ** 10,819
*Yahoo Inc. ** 8,515
*Zimmer Holdings Inc. ** 458
------------
2,863,793
TOTAL $130,715,282
============
</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
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
By: /s/ Ron Oliver
----------------------------------------
Ron Oliver
Human Resources Transition Manager
Date: June 28, 2002
20