UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
)
The AES Corporation ) File No. 70-9779
)
Certificate Pursuant to Rule 24 and Release No. 35-27363
Under the Public Utility Holding Company Act of 1935
On March 23, 2001, the Securities and Exchange Commission
("SEC") issued an order, Release No. 35-27363 in File No. 70-9779 ("Exemption
Order"), granting an exemption under Section 3(a) of the Public Utility Holding
Company Act of 1935, as amended, to The AES Corporation ("AES") in relation to
its proposed acquisition of IPALCO Enterprises, Inc. ("IPALCO"), which has a
public-utility subsidiary company, Indianapolis Power & Light Company ("IPL").
The Exemption Order required AES to file certain certificates (as described in
the Exemption Order) under Rule 24 within 60 days of the close of each calendar
quarter for a period of two years beginning March 31, 2001 and every six months
thereafter. A certificate complying with the Exemption Order is set forth below
(as an attachment) for the period ending March 31, 2002. AES is separately
filing a certificate in File No. 70-9465 as required by the Commission's order
in Release No. 35-27063 in connection with the AES acquisition of CILCORP Inc.
("CILCORP"), which has a public-utility subsidiary company, Central Illinois
Light Company ("CILCO").
Respectfully submitted,
/s/ EARLE H. O'DONNELL
---------------------------------
Earle H. O'Donnell
Andrew B. Young
Hugh E. Hilliard
Dewey Ballantine LLP
1775 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Dated: May 30, 2002
THE AES CORPORATION
SEC FILING PURSUANT TO SECTION 3(a)(5) EXEMPTION ORDER
QUARTER ENDED MARCH 31, 2002
ITEM (1) PER EXEMPTION ORDER (STATEMENTS ATTACHED):
1) Pro Rata Statement of Income of The AES Corporation for the 12 months ended
March 31, 2002
2) Pro Rata Balance Sheet of The AES Corporation at March 31, 2002
3) Statement of Income of IPALCO for the 12 months ended March 31, 2002
4) Statement of Income of IPL for the 12 months ended March 31, 2002
5) Consolidated Balance Sheet of IPALCO at March 31, 2002
6) Consolidated Balance Sheet of IPL at March 31, 2002
7) Statement of Income of CILCORP for the 12 months ended March 31, 2002
8) Statement of Income of CILCO for the 12 months ended March 31, 2002
9) Consolidated Balance Sheet of CILCORP at March 31, 2002
10) Consolidated Balance Sheet of CILCO at March 31, 2002
THE AES CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(INCLUDES CILCORP AND IPALCO)
FOR THE TWELVE MONTHS ENDED MARCH 31, 2002 - PRORATA BASIS
(UNAUDITED)
------------------------------------------------------------------------------------
YEAR
ENDED
($ in millions) 3/31/02
------------------------------------------------------------------------------------
REVENUES:
Sales and services $ 10,535
OPERATING COSTS AND EXPENSES:
Cost of sales and services 7,895
Selling, general and administrative expenses 148
---------------
TOTAL OPERATING COSTS AND EXPENSES 8,043
---------------
OPERATING INCOME 2,492
OTHER INCOME AND (EXPENSE):
Interest expense, net (1,564)
Other income (44)
Nonrecurring severance and transaction costs (37)
Loss on sale of investment (57)
---------------
INCOME BEFORE INCOME TAXES 790
Income tax provision 253
---------------
INCOME FROM CONTINUING OPERATIONS 537
Loss from operations of discontinued components
(net of income taxes) (215)
---------------
INCOME BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE 322
Cumulative effect of accounting change
(net of income taxes) (473)
---------------
NET INCOME/(LOSS) $ (151)
===============
2
THE AES CORPORATION
PRO RATA CONSOLIDATED BALANCE SHEET
(INCLUDES CILCORP AND IPALCO)
MARCH 31, 2002
($ in millions, unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,361
Short-term investments 489
Accounts receivable, net 1,886
Inventory 528
Receivable from affiliates 9
Deferred income taxes 36
Prepaid expenses and other current assets 1,195
Current assets of discontinued operations 46
------------
TOTAL CURRENT ASSETS 5,550
PROPERTY, PLANT AND EQUIPMENT
Land 872
Electric generation and distribution assets 24,002
Accumulated depreciation and amortization (4,264)
Construction in progress 4,575
------------
PROPERTY, PLANT AND EQUIPMENT, NET 25,185
OTHER ASSETS
Deferred financing costs,net 389
Project development costs 68
Investments in and advances to affiliates 1,720
Debt service reserves and other deposits 376
Goodwill 2,924
Long-term assets of discontinued operations 206
Other assets 3,783
------------
TOTAL OTHER ASSETS 9,466
TOTAL $ 40,201
============
3
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,268
Accrued interest 415
Accrued and other liabilities 1,339
Current liabilities of discontinued operations 199
Recourse debt-current portion 425
Non-recourse debt - current portion 3,526
------------
TOTAL CURRENT LIABILITIES 7,172
LONG-TERM LIABILITIES
Recourse debt 5,351
Non-recourse debt 15,268
Deferred income taxes 2,033
Long term liabilities of discontinued operations 8
Other long-term liabilities 4,780
------------
TOTAL LONG-TERM LIABILITIES 27,440
Company-obligated convertible mandatorily redeemable
preferred securities of subsidiary trusts holding solely
junior subordinated debentures of AES 978
STOCKHOLDERS' EQUITY
Common Stock 5
Additional paid in capital 5,584
Retained earnings 2,496
Accumulated other comprehensive loss (3,474)
------------
TOTAL STOCKHOLDERS' EQUITY 4,611
TOTAL $ 40,201
============
4
IPALCO Enterprises, Inc.
Statement of Consolidated Income
(Unaudited)
For the Twelve Months Ended March 31, 2002
OPERATING REVENUES:
Electric $816,464,360
Steam 0
----------------------
Gross Operating Revenues 816,464,360
----------------------
OPERATING EXPENSES AND TAXES:
Production - Fuel 180,151,902
Production - Other 86,186,538
Power Purchased 17,258,461
Purchased Steam 0
----------------------
Total 283,596,901
Transmission 5,932,313
Distribution - Electric 29,478,827
Customer and Distribution - Steam 8,497
Customer Accounts 15,798,354
Customer Service and Informational 5,099,380
Administrative and General 80,122,930
----------------------
Total 420,037,202
Depreciation 109,944,343
Amortization of Regulatory Deferrals 1,054,475
Income Taxes - Net 84,754,809
Taxes Other than Income Taxes 35,176,377
Disposition of Allowances - Net (5,797,565)
----------------------
Total Operating Expenses and Taxes 645,169,641
----------------------
OPERATING INCOME 171,294,719
----------------------
OTHER INCOME AND DEDUCTIONS:
Allowance for Funds During Construction 3,005,672
Carrying Charges on Regulatory Assets 3,583
IPL Miscellaneous Income & Deductions-Net (218,748)
IPL Income Taxes - Net 2,424,880
IPALCO Enterprises, Inc. - Parent Co. (10,495,967)
Mid-America Capital Resources, Inc. (709,173)
Mid-America Energy Resources, Inc. (138,834)
----------------------
Total Other Income and Deductions (6,128,587)
----------------------
TOTAL INCOME 165,166,132
----------------------
INTEREST CHARGES:
Interest on Long-Term Debt 39,723,251
Allowance for Funds During Const-Credit (1,404,629)
Deferred Return on Regulatory Assets (8,715)
Other Interest Charges 534,399
Amortization - Debt Discount & Expense 2,137,018
Preferred Stock Transactions 3,213,312
----------------------
Total Interest and Other Charges-Net 44,194,636
----------------------
CUM. ACCOUNTING CHANGE - Net of Taxes 0
NET INCOME $120,971,496
======================
5
Indianapolis Power & Light Company
Statement of Income
(Unaudited)
For the Twelve Months Ended March 31, 2002
OPERATING REVENUES:
Electric $816,464,360
Steam 0
---------------------
Gross Operating Revenues 816,464,360
---------------------
OPERATING EXPENSES AND TAXES:
Production - Fuel 180,151,902
Production - Other 86,186,538
Power Purchased 17,258,461
Purchased Steam 0
---------------------
Total 283,596,901
Transmission 5,932,313
Distribution - Electric 29,478,827
Customer and Distribution - Steam 8,497
Customer Accounts 15,798,354
Customer Service and Informational 5,099,380
Administrative and General 80,122,930
---------------------
Total 420,037,202
Depreciation 109,944,343
Amortization of Regulatory Deferrals 1,054,475
Income Taxes - Net 84,754,809
Taxes Other than Income Taxes 35,176,377
Disposition of Allowances - Net (5,797,565)
---------------------
Total Operating Expenses and Taxes 645,169,641
---------------------
OPERATING INCOME 171,294,719
---------------------
OTHER INCOME AND DEDUCTIONS:
Allowance for Other Funds During Construction 3,005,672
Carrying Charges on Regulatory Assets 3,583
Miscellaneous Income and Deductions - Net (218,748)
Income Taxes - Net 2,424,880
---------------------
Total Other Income and Deductions 5,215,387
---------------------
TOTAL INCOME 176,510,106
---------------------
INTEREST CHARGES:
Interest on Long-Term Debt 39,723,251
Allowance for Borrowed Funds Used During Const (1,404,629)
Deferred Return on Regulatory Assets-Borrowed (8,715)
Other Interest Charges 534,399
Amortization - Debt Discount & Expense 2,137,018
---------------------
Total Interest and Other Charges-Net 40,981,324
---------------------
INCOME BEFORE EXTRAORDINARY ITEMS
AND CUMULATIVE ACCOUNTING CHANGE 135,528,782
Less Preferred Stock Transactions 3,213,312
---------------------
INCOME APPLICABLE TO COMMON STOCK $132,315,470
=====================
6
IPALCO ENTERPRISES, INC. AND SUBSIDIARIES
BALANCE SHEET
(Unaudited)
For the Twelve Months Ended March 31, 2002
ASSETS:
PROPERTY, PLANT AND EQUIPMENT
Utility Plant, at Original Cost $3,182,373,616
Less: Accum. Prov. for Deprec. & Amort. 1,468,850,291
------------------------
Total Utility Plant - Net 1,713,523,325
------------------------
OTHER PROPERTY, INVESTMENTS
AND OTHER ASSETS:
Nonutility Property 2,576,046
Less Accumulated Provision for Depreciation 740,001
------------------------
Total Nonutility Property - Net 1,836,045
Other Investments 10,661,508
------------------------
Total 12,497,553
------------------------
CURRENT ASSETS:
Cash 2,699,967
Working Funds 85,629
Temporary Cash Investments 20,718,124
Accounts Receivable - Associated Companies 3
Accounts Receivable:
Customers 33,268,889
Miscellaneous 12,452,371
Less: Reserve for Uncollectible Accounts (1,346,629)
Interest Receivable 25,057
Notes Receivable 0
Fuel 38,552,080
Materials and Supplies - Net 48,920,968
Other Current Assets 744,398
Def. Fed. & St. Tax on Fuel Costs-Due w/i 1 Yr.
------------------------
Total Current Assets 156,120,857
------------------------
DEFERRED DEBITS:
Unamortized Petersburg Unit 4 Carrying Charges 16,610,276
Unamort. Def. Return-Pete Unit 4 Carrying Chgs. 9,135,474
Unamort. Reacquisition Premium on Debt 19,225,296
Other Regulatory Assets 42,840,311
Miscellaneous 9,714,240
Unamortized Debt Expense 14,279,501
------------------------
Total Deferred Debits 111,805,098
------------------------
TOTAL ASSETS $1,993,946,833
========================
7
LIABILITIES
CAPITALIZATION:
Common Shareholder's Equity:
Common Stock $ 0
Unearned Compensation - Restricted Stock 0
Premium and Net Gain on Preferred Stock 648,700
Retained Earnings (2,567,075)
Accumulated Other Comprehensive Income (11,263,323)
Common Stock held by Treasury 0
------------------------
Total (13,181,698)
Non-Redeemable Cumulative Preferred Stock 59,135,300
Long-Term Debt 1,372,650,000
Unamort. Premium on LT Debt - Net (702,770)
Total Long-Term Debt 1,371,947,230
Total Capitalization 1,417,900,832
CURRENT LIABILITIES:
Notes Payable 0
Accounts Payable 60,185,594
Dividends Payable 903,532
Customer Deposits 8,612,715
Accrued Liabilities:
Interest on Long-Term Debt 31,455,386
Interest on Customer Deposits, etc. 1,604,078
Taxes:
Federal Taxes on Income (3,400,147)
State Taxes on Income 6,715,773
Real Estate and Personal Property 24,734,649
Miscellaneous 4,558,007
Def. Fed. & St. Tax on Fuel Costs-Due w/i 1 Yr. 299,831
Deferred Fuel Expense 8,161,438
Miscellaneous 289,118
------------------------
Total 144,119,974
Current Maturity of Long Term Debt 300,000
------------------------
Total Current Liabilities 144,419,974
------------------------
DEFERRED CREDITS:
FAS109 Net Deferred Income Tax-Credit 42,762,677
Accumulated Deferred Income Tax-Net 214,953,086
Unamortized Investment Tax Credit 33,459,804
Accrued Postretirement Benefits 9,064,714
Accrued Pension Benefits 127,726,695
Miscellaneous 3,659,051
------------------------
Total Deferred Credits 431,626,027
------------------------
TOTAL LIABILITIES $1,993,946,833
========================
8
INDIANAPOLIS POWER & LIGHT COMPANY
BALANCE SHEET
(Unaudited)
For the Twelve Months Ended March 31, 2002
ASSETS:
PROPERTY, PLANT AND EQUIPMENT
Utility Plant, at Original Cost $3,182,373,616
Less: Accum. Prov. for Deprec. & Amort. 1,468,850,291
----------------------
Total Utility Plant - Net 1,713,523,325
----------------------
OTHER PROPERTY, INVESTMENTS
AND OTHER ASSETS:
Nonutility Property 2,474,502
Less Accumulated Provision for Depreciation 740,001
----------------------
Total Nonutility Property - Net 1,734,501
Other Investments 3,742,718
----------------------
Total 5,477,219
----------------------
CURRENT ASSETS:
Cash 2,636,433
Working Funds 85,629
Temporary Cash Investments 7,677,520
Accounts Receivable - Associated Companies 167,538
Accounts Receivable:
Customers 33,252,714
Miscellaneous 12,368,930
Less: Reserve for Uncollectible Accounts (1,316,704)
Interest Receivable (8,511)
Notes Receivable 0
Fuel 38,552,080
Materials and Supplies - Net 48,926,063
Other Current Assets 744,398
Def. Fed. & St. Tax on Fuel Costs-Due w/i 1 Yr.
Tax Refund Receivable 39,794
----------------------
Total Current Assets 143,125,884
----------------------
DEFERRED DEBITS:
Unamortized Petersburg Unit 4 Carrying Charges 16,610,276
Unamort. Def. Return-Pete Unit 4 Carrying Chgs. 9,135,474
Unamort. Reacquisition Premium on Debt 19,225,296
Other Regulatory Assets 42,840,311
Miscellaneous 9,410,752
Unamortized Debt Expense 5,277,202
----------------------
Total Deferred Debits 102,499,311
----------------------
TOTAL ASSETS $1,964,625,739
======================
9
LIABILITIES
CAPITALIZATION:
Common Shareholder's Equity:
Common Stock $ 324,536,675
Premium and Net Gain on Preferred Stock 2,642,134
Retained Earnings 400,815,527
Accumulated Other Comprehensive Income (11,261,685)
----------------------
Total 716,732,651
----------------------
Non-Redeemable Cumulative Preferred Stock 59,135,300
----------------------
Long-Term Debt 622,650,000
Unamort. Premium on LT Debt - Net (702,770)
----------------------
Total Long-Term Debt 621,947,230
----------------------
Total Capitalization 1,397,815,181
----------------------
CURRENT LIABILITIES:
Accounts Payable 59,120,201
Dividends Payable 804,949
Customer Deposits 8,612,715
Accrued Liabilities:
Interest on Long-Term Debt 10,015,386
Interest on Customer Deposits, etc. 1,604,078
Taxes:
Federal Taxes on Income 10,665,472
State Taxes on Income 6,475,619
Real Estate and Personal Property 24,729,624
Miscellaneous 4,555,438
Def. Fed. & St. Tax on Fuel Costs-Due w/i 1 Yr. 299,831
Deferred Fuel Expense 8,161,438
Miscellaneous 289,118
----------------------
Total 135,333,869
----------------------
Total Current Liabilities 135,333,869
----------------------
DEFERRED CREDITS:
FAS109 Net Deferred Income Tax-Credit 42,762,677
Accumulated Deferred Income Tax-Net 214,820,852
Unamortized Investment Tax Credit 33,459,804
Accrued Postretirement Benefits 9,064,714
Accrued Pension Benefits 127,709,606
Miscellaneous 3,659,036
----------------------
Total Deferred Credits 431,476,689
----------------------
TOTAL LIABILITIES $1,964,625,739
======================
10
CILCORP Inc. and Subsidiaries
Consolidated Income Statement
(Unaudited)
Twelve Months Ended March 31, 2002
(In Thousands)
Revenue:
CILCO Electric $386,924
CILCO Gas 192,503
CILCO Other 105,626
Other Businesses 57,136
---------------
Total 742,189
---------------
Operating expenses:
Fuel for generation and purchased power 217,496
Gas purchased for resale 157,550
Other operations and maintenance 123,014
Depreciation and amortization 82,934
Taxes, other than income taxes 38,478
---------------
Total 619,472
---------------
Fixed charges and other:
Interest expense 68,141
Preferred stock dividends of subsidiary 2,159
Allowance for funds used during construction (150)
Other 1,394
---------------
Total 71,544
---------------
Income from continuing operations before income taxes 51,173
Income taxes 22,038
---------------
Net income from continuing operations 29,135
Income (loss) from operations of discontinued
business, net of taxes (4,389)
---------------
Net income $ 24,746
===============
11
CENTRAL ILLINOIS LIGHT COMPANY
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
Twelve Months Ended March 31, 2002
(In Thousands)
Operating Revenues:
Electric $386,924
Gas 192,503
-------------------
579,427
-------------------
Operating Expenses:
Cost of Fuel 158,002
Cost of Gas 113,276
Purchased Power 45,859
Other Operation & Maintenance Expenses 117,152
Depreciation and Amortization 69,572
Income Taxes 5,843
Other Taxes 38,259
-------------------
Total Operating Expenses 547,963
-------------------
Operating Income 31,464
Other Income and Deductions
CILCO Owned Life Insurance (1,394)
Other, Net 5,050
-------------------
Total other income and (deductions) 3,656
-------------------
Income Before Interest Expenses 35,120
Interest Expenses:
Interest on Long-Term Debt 17,717
Cost of Borrowed Funds Capitalized (150)
Other 5,160
-------------------
Total interest expense 22,727
-------------------
Net (loss) Income Before Preferred Dividends 12,393
-------------------
Preferred Stock Dividends 2,159
-------------------
Net Inc One Available for Common Stock $ 10,234
===================
12
CILCORP INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
As of March 31, 2002
(In Thousands)
ASSETS
Current Assets:
Cash and Temporary Cash Investments $ 9,551
Receivables, Less Allowance for
Uncollectible Accounts of $3,262 and $1,800 57,145
Accrued Unbilled Revenue 32,487
Fuel, at Average Cost 18,261
Materials and Supplies, at Average Cost 16,966
Gas in Underground Storage, at Average Cost 8,618
FAC Underrecoveries 1,255
PGA Underrecoveries 8,300
Prepayments and Other 10,064
----------
Total Current Assets 162,647
----------
Investments and Other Property:
Investment in Leveraged Leases 135,116
Other Investments 19,820
----------
Total Investments and Other Property 154,936
----------
Property, Plant and Equipment:
Utility Plant, at Original Cost
Electric 724,704
Gas 235,245
----------
959,949
Less-Accumulated Provision for Depreciation 144,240
----------
815,709
Construction Work in Progress 56,981
Other, Net of Depreciation 23
----------
Total Property, Plant and Equipment 872,713
----------
Other Assets:
Goodwill, Net of Accumulated Amortization of $33,753 579,211
Other 33,464
----------
Total Other Assets 612,675
----------
Total Assets $1,802,971
==========
13
CILCORP INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
As of March 31, 2002
LIABILITIES AND STOCKHOLDER'S EQUITY
(In thousands)
Current Liabilities:
Current Portion of Long-Term Debt $ 26,750
Notes Payable 58,000
Accounts Payable 54,833
Accrued Taxes 12,555
Accrued Interest 27,409
Other 14,728
----------
Total Current Liabilities 194,275
----------
Long-Term Debt 692,392
----------
Deferred Credits and Other Liabilities:
Deferred Income Taxes 212,839
Regulatory Liability of Regulated Subsidiary 37,655
Deferred Investment Tax Credit 14,155
Other 85,953
----------
Total Deferred Credits and Other Liabilities 350,602
----------
Preferred Stock of Subsidiary without
Mandatory Redemption 19,120
Preferred Stock of Subsidiary with
Mandatory Redemption 22,000
----------
Total Preferred Stock of Subsidiary 41,120
----------
Stockholder's Equity:
Common Stock, no par value; Authorized 10,000
Outstanding 1,000 --
Additional Paid-in Capital 518,833
Retained Earnings 14,311
Accumulated Other Comprehensive Income (Loss) (8,562)
----------
Total Stockholder's Equity 524,582
----------
Total Liabilities and Stockholder's Equity $1,802,971
==========
14
CENTRAL ILLINOIS LIGHT COMPANY
Consolidated Balance Sheets
(Unaudited)
As of March 31, 2002
(In Thousands)
ASSETS
Utility Plant, At Original Cost:
Electric $1,334,078
Gas 459,132
----------
1,793,210
Less-Accumulated Provision for Depreciation 1,002,428
----------
790,782
Construction Work in Progress 56,981
----------
Total Utility Plant 847,763
----------
Other Property and Investments:
Cash Surrender Value of Company-owned Life
Insurance (Net of Related Policy Loans of $65,314) 4,866
Other 1,112
----------
Total Other Property and Investments 5,978
----------
Current Assets:
Cash and Temporary Cash Investments 1,843
Receivables, Less Allowance for
Uncollectible Accounts of $3,262 and $1,800 57,083
Accrued Unbilled Revenue 27,565
Fuel, at Average Cost 18,261
Materials and Supplies, at Average Cost 16,280
Gas in Underground Storage, at Average Cost 8,618
Prepaid Taxes 9,219
FAC Underrecoveries 1,255
PGA Underrecoveries 8,300
Other 10,020
----------
Total Current Assets 158,444
----------
Deferred Debits:
Unamortized Loss on Reacquired Debt 2,388
Unamortized Debt Expense 1,274
Prepaid Pension Cost 168
Other 16,602
----------
Total Deferred Debits 20,432
----------
Total Assets $1,032,617
==========
15
CENTRAL ILLINOIS LIGHT COMPANY
Consolidated Balance Sheets
(Unaudited)
As of March 31, 2002
(In thousands)
CAPITALIZATION AND LIABILITIES
Capitalization:
Common Stockholder's Equity:
Common Stock, No Par Value; Authorized
20,000,000 Shares; Outstanding
13,563,871 Shares $ 185,661
Additional Paid-in Capital 52,000
Retained Earnings 89,389
Accumulated Other Comprehensive Income (Loss) (341)
----------
Total Common Stockholder's Equity 326,709
Preferred Stock Without Mandatory Redemption 19,120
Preferred Stock With Mandatory Redemption 22,000
Long-term Debt 217,393
----------
Total Capitalization 585,222
----------
Current Liabilities:
Current Maturities of Long-Term Debt 26,750
Notes Payable 58,000
Accounts Payable 49,509
Accrued Taxes 28,225
Accrued Interest 7,425
Dividends Payable to CILCORP 20,000
Other 14,728
----------
Total Current Liabilities 204,637
----------
Deferred Liabilities and Credits:
Accumulated Deferred Income Taxes 103,996
Regulatory Liability 37,655
Investment Tax Credits 14,155
Other 86,952
----------
Total Deferred Liabilities and Credits 242,758
----------
Total Capitalization and Liabilities $1,032,617
==========
16
ITEM (2) PER EXEMPTION ORDER (INCOME STATEMENT AMOUNTS ARE 12 MONTHS ENDED):
CILCO AND IPL CONTRIBUTIONS TO
AES/CILCORP/IPALCO CONSOLIDATED HOLDING COMPANY
(PRO RATA CONSOLIDATION BASIS)(1)
($MM)
--------------------------------------------------------------------------------------------------------------
12 MOS. ENDING 03/31/01 12 MOS. ENDING 03/31/02
--------------------------------------------------------------------------------------------------------------
GROSS REVENUES(2) 17.88% 14.25%
CILCO 781 685
CILCORP (excluding CILCO) 48 57
IPL 840 816
IPALCO (excluding IPL) 17 0
AES (excluding CILCORP and IPALCO) 7,382 8,977
AES/CILCORP/IPALCO 9,068 10,535
--------------------------------------------------------------------------------------------------------------
OPERATING INCOME 11.90% 11.96%
CILCO 97 42
CILCORP (excluding CILCO) 3 81
IPL 129 256
IPALCO (excluding IPL) 1 0
AES (excluding CILCORP and IPALCO) 1,669 2,113
AES/CILCORP/IPALCO 1,900 2,492
--------------------------------------------------------------------------------------------------------------
NET INCOME 14.82% 22.15%
CILCO 43 10
CILCORP (excluding CILCO) (34) 15
IPL 29 132
IPALCO (excluding IPL) 14 11
AES (excluding CILCORP and IPALCO) 431 473
AES/CILCORP/IPALCO 483 641
--------------------------------------------------------------------------------------------------------------
NET ASSETS 5.91% 6.80%
CILCO 311 770
CILCORP (excluding CILCO) 1,124 1,033
IPL 1,909 1,965
IPALCO (excluding IPL) (5) 29
AES (excluding CILCORP and IPALCO) 34,229 36,404
AES/CILCORP/IPALCO 37,568 40,201
--------------------------------------------------------------------------------------------------------------
--------
(1) This schedule presents on a proforma basis, the results of operations of
AES excluding the aggregate (both subsidiaries and affiliates) South American
affiliates foreign currency losses of approximately $114 million after income
tax and mark to market gain from FAS No. 133 of approximately $35 million
after income tax. This schedule also excludes loss on discontinued operations
of $215 million consisting mainly of Termocandelaria, Ib Valley, Power Direct
and telecommunication businesses in Brazil, the United States and the AES
Fifoots Point generation facility in the United Kingdom. In addition,
effective January 1, 2002, AES adopted the SFAS No. 142, "Goodwill and Other
Intangible Assets" which establishes accounting and reporting standards for
goodwill and other intangible assets. The adoption of SFAS No. 142 resulted
in a cumulative reduction to income of $473 million, net of income tax
effects. SFAS No. 142 adopts a fair value model for evaluating impairment of
goodwill in place of the recoverability model used previously. AES wrote-off
the goodwill associated with certain acquisitions where the current fair
market value of such businesses is less than the current carrying value of
the business, primarily as a result of reductions in fair value associated
with lower than expected growth in electricity consumption compared to the
original estimates made at the date of acquisition. If the excluded items are
taken into account, certain CILCO and IPL contributions to AES/CILCORP/IPALCO
on a consolidated basis would be different as follows: (94%) to Net Income.
(2) Gross business revenues (utility and non-utility) of IPALCO and CILCO
combined as a percentage of total gross business revenues (including
IPALCO/IPL and CILCORP/CILCO, utility and non-utility) of AES.
17
IPL CONTRIBUTIONS TO
AES/IPALCO CONSOLIDATED HOLDING COMPANY
(PRO RATA CONSOLIDATION BASIS)(1)
($MM)
-----------------------------------------------------------------------------------------------------------
12 MOS. ENDED 03/31/01 12 MOS. ENDED 03/31/02
-----------------------------------------------------------------------------------------------------------
GROSS REVENUES(2) 9.64% 8.07%
IPL 840 816
IPALCO (excluding IPL) 17 0
AES (excluding CILCO jurisdictional activities) 7,854 9,294
AES/IPALCO 8,711 10,110
-----------------------------------------------------------------------------------------------------------
OPERATING INCOME 6.00% 10.39%
IPL 129 256
IPALCO (excluding IPL) 1 0
AES (excluding CILCO jurisdictional activities) 2,018 2,208
AES/IPALCO 2,149 2,464
-----------------------------------------------------------------------------------------------------------
NET INCOME 6.58% 20.85%
IPL 29 132
IPALCO (excluding IPL) 14 11
AES (excluding CILCO jurisdictional activities) 391 490
AES/IPALCO 433 633
-----------------------------------------------------------------------------------------------------------
NET ASSETS 5.19% 4.98%
IPL 1,909 1,965
IPALCO (excluding IPL) (5) 29
AES (excluding CILCO jurisdictional activities) 34,902 37,467
AES/IPALCO 36,806 39,461
-----------------------------------------------------------------------------------------------------------
(1) This schedule presents on a proforma basis, the results of operations of
AES excluding the aggregate (both subsidiaries and affiliates) South American
affiliates foreign currency losses of approximately $114 million after income
tax and mark to market gain from FAS No. 133 of approximately $35 million
after income tax. This schedule also excludes loss on discontinued operations
of $215 million consisting mainly of Termocandelaria, Ib Valley, Power Direct
and telecommunication businesses in Brazil, the United States and the AES
Fifoots Point generation facility in the United Kingdom. In addition,
effective January 1, 2002, AES adopted the SFAS No. 142, "Goodwill and Other
Intangible Assets" which establishes accounting and reporting standards for
goodwill and other intangible assets. The adoption of SFAS No. 142 resulted
in a cumulative reduction to income of $473 million, net of income tax
effects. SFAS No. 142 adopts a fair value model for evaluating impairment of
goodwill in place of the recoverability model used previously. AES wrote-off
the goodwill associated with certain acquisitions where the current fair
market value of such businesses is less than the current carrying value of
the business, primarily as a result of reductions in fair value associated
with lower than expected growth in electricity consumption compared to the
original estimates made at the date of acquisition. If the excluded items are
taken into account, certain IPL contributions to AES/CILCORP/IPALCO on a
consolidated basis would be different as follows: (83%) to Net Income.
(2) Gross business revenues (utility and non-utility) of IPL as a percentage
of total gross business revenues (including IPALCO/IPL utility and
non-utility) of AES.
18
ITEM (3) PER EXEMPTION ORDER - GENERATION INFORMATION:
AES Generating Plants in Operation at March 31, 2002 (excluding CILCORP and
IPALCO):
AES AES
CAPACITY INTEREST EQUITY REGULATORY
UNIT COUNTRY (MW) (%) (MW) STATUS
------- ---- --- ---- ------
AES Deepwater USA 143 100 143 QF
AES Beaver Valley USA 125 100 125 QF
AES Placerita USA 120 100 120 QF
AES Thames USA 181 100 181 QF
AES Shady Point USA 320 100 320 QF
AES Hawaii USA 180 100 180 QF
AES Warrior Run USA 180 100 180 QF
AES Somerset USA 675 100 675 EWG
AES Cayuga USA 306 100 306 EWG
AES Greenidge USA 161 100 161 EWG
AES Westover USA 126 100 126 EWG
AES Alamitos USA 2,083 100 2,083 EWG
AES Redondo Beach USA 1,310 100 1,310 EWG
AES Huntington Beach USA 563 100 563 EWG
AES Thermo Ecotek - Hemphill USA 14 70 10 QF
AES Thermo Ecotek - Whitefield USA 14 100 14 QF
AES Thermo Ecotek - Mendota USA 25 100 25 QF
AES Delano USA 50 100 50 QF
AES Mountainview USA 126 100 126 EWG
AES Medina Valley USA 47 100 47 EWG
AES Ironwood USA 705 100 705 EWG
AES Riverside* USA 154 100 154 EWG
DOMESTIC SUBTOTAL: 7,608 7,604
* Currently in discontinued operations status.
AES AES
CAPACITY INTEREST EQUITY REGULATORY
UNIT COUNTRY (MW) (%) (MW) STATUS
------- ---- --- ---- ----------
AES Kingston Canada 110 50 55 EWG
AES San Nicholas Argentina 650 69 449 EWG
AES Cabra Corral Argentina 102 98 100 FUCO
AES El Tunal Argentina 10 98 10 FUCO
AES Sarmiento Argentina 33 98 32 FUCO
AES Ullum Argentina 45 98 44 FUCO
AES Quebrada de Ullum Argentina 45 100 45 FUCO
AES Alicura Argentina 1,000 100 1,000 FUCO
CEMIG - Miranda Brazil 390 21 82 FUCO
CEMIG - Igarapava Brazil 210 21 44 FUCO
CEMIG (35 plants) Brazil 5,068 21 1064 FUCO
19
AES Bayano Panama 150 49 74 FUCO
AES Panama Panama 42 49 21 FUCO
AES Chiriqui - La Estrella Panama 42 49 21 FUCO
AES Chiriqui - Los Valles Panama 48 49 24 FUCO
AES Los Mina Dom. Rep. 210 100 210 EWG
AES Yarra Australia 510 100 510 FUCO
AES Jeeralang Australia 449 100 449 FUCO
AES Mt. Stuart Australia 288 100 288 FUCO
AES Xiangci - Cili China 26 51 13 FUCO
Wuhu Grassy Lake China 250 25 63 FUCO
Yangchun China 15 25 4 FUCO
Chengdu Lotus City China 48 35 17 FUCO
AES Jiaozuo China 250 70 175 FUCO
AES Hefei China 115 70 81 FUCO
AES Chongqing Nanchuan China 50 70 35 FUCO
Yangcheng China 1050 25 263 FUCO
AES Ekibastuz Kazakhstan 4,000 100 4,000 FUCO
AES Ust-Kamenogorsk GES Kazakhstan 331 100 331 FUCO
AES Shulbinsk GES Kazakhstan 702 100 702 FUCO
AES Ust-Kamenogorsk TETS Kazakhstan 1,464 100 1,464 FUCO
AES Leninogorsk TETS Kazakhstan 418 100 418 FUCO
AES Sogrinsk TETS Kazakhstan 349 100 349 FUCO
AES Semipalatinsk TETS Kazakhstan 1,002 100 1,002 FUCO
AES Ust-Kamenogorsk Heat Nets Kazakhstan 310 Managt 0 FUCO
OPGC India 420 49 206 FUCO
AES Lal Pir Pakistan 351 90 316 FUCO
AES PakGen Pakistan 344 90 310 FUCO
AES Borsod Hungary 171 100 171 FUCO
AES Tisza II Hungary 860 100 860 FUCO
AES Tiszapalkonya Hungary 250 100 250 FUCO
AES Elsta Netherlands 405 50 203 FUCO
Medway U.K. 688 25 172 FUCO
AES Indian Queens U.K. 140 100 140 EWG
AES Kilroot U.K. 520 92 479 FUCO
AES Belfast West U.K. 120 97 116 FUCO
AES Barry U.K. 230 100 230 FUCO
AES Drax U.K. 4,065 100 4,065 FUCO
AES Fifoots Point U.K. 360 100 360 FUCO
AES Uruguaiana Brazil 600 100 600 FUCO
AES Tiete (10 plants) Brazil 2,650 53 1,405 FUCO
EDC (4 plants) Venezuela 2,265 87 1,971 FUCO
AES Merida III Mexico 484 55 266 FUCO
AES Mtkvari Georgia 600 Managt 600 FUCO
AES Khrami I Georgia 113 Managt 113 FUCO
AES Khrami II Georgia 110 100 110 FUCO
AES Ottana Italy 140 100 140 FUCO
AES Mamonal Columbia 90 62 56 FUCO
AES Chivor (Gener) Columbia 1,000 96 960 FUCO
AES Electrica de Santiago (Gener) Chile 379 89 337 FUCO
AES Energia Verde (Gener - 2 plants) Chile 37 99 37 FUCO
AES Guacolda (Gener) Chile 300 49 147 FUCO
AES Norgener (Gener - 2 plants) Chile 277 99 274 FUCO
Itabo (Gener - 7 plants) Dom. Rep. 587 24 141 FUCO
AES Bohemia Czech Rep. 50 83 42 FUCO
AES SONEL Cameroon 800 51 408 FUCO
20
Central Dique Argentina 68 51 35 FUCO
AES Termoandes Argentina 633 99 627 FUCO
AES Parana Argentina 845 67 566 FUCO
AES Kelvin Rep. South 600 95 570 FUCO
Africa
Egbin Barge Nigeria 290 95 276 FUCO
AES Gener Cordillera Chile 245 99 243 FUCO
AES Gener Costa Chile 410 99 406 FUCO
AES Haripur Bangladesh 360 100 360 FUCO
FOREIGN SUBTOTAL: 42,697 32,007
TOTAL - March 31, 2002 50,399 39,611
------ ------
Foreign Generation as a Percentage of Total: 85% 81%
--- ---
CILCORP Generating Plants at March 31, 2002:
AES AES
CAPACITY INTEREST EQUITY REGULATORY
UNIT COUNTRY (MW) (%) (MW) STATUS
------- ---- --- ---- ------
Edwards (3 units) USA 740 100 740 IL PUC
Duck Creek USA 366 100 366 IL PUC
Indian Trails USA 10 100 10 IL PUC
Sterling Avenue USA 30 100 30 IL PUC
Hallock Power Modules USA 13 100 13 IL PUC
Kickapoo Power Modules USA 13 100 13 IL PUC
TOTAL - March 31, 2002 1,172 1,172
IPALCO Generating Plants at March 31, 2002:
AES AES
CAPACITY INTEREST EQUITY REGULATORY
UNIT COUNTRY (MW) (%) (MW) STATUS
------- ---- --- ---- ------
Petersburg USA 1,873 100 1,873 IN PUC
H.T. Pritchard USA 393 100 393 IN PUC
E.W. Stout USA 1,017 100 1,017 IN PUC
Georgetown USA 80 100 80 IN PUC
TOTAL - March 31, 2002 3,363 3,363
Revenues from electric generation capacity - 12 months ended March 31, 2002
(millions of dollars):
IPALCO* 572 12%
CILCORP 155 3%
AES (excluding CILCORP and IPALCO) 4,020 85%
---------- -----------
Total 4,747 100%
* IPALCO has revised the factors used to allocate its revenues between its
electric generation activities and its electric transmission and distribution
and gas distribution activities. The current allocation, based on IPALCO's
rate base, is 70% generation and 30% transmission and distribution. This
does not change the overall amount of IPALCO revenues. For the Commission's
convenience in comparing revenues for the current reporting period with
revenues for the prior reporting period, IPALCO has applied the current
allocation factor to its revenues for the 12 months ended December 31, 2001
with the following results: $580 million electric generation revenues and
$248 million electric transmission and distribution and gas distribution
revenues.
IPALCO's electric revenues are allocated between electric generation and
electric transmission and distribution activities according to utility rate
base. CILCORP's electric
21
revenues are allocated between electric generation and electric transmission and
distribution activities according to utility rate base. AES generation revenues
are derived from the total generation revenues earned by AES subsidiaries times
the percentage ownership interest of AES in those subsidiaries.
There has been no change in the amount of generation capacity owned by CILCORP
or IPALCO and an 887 MW increase in the amount of generation capacity owned by
AES (excluding CILCORP and IPALCO) from 38,724 to 39,611 MW since December 31,
2001. There has been a 3% increase in the total revenues earned from the
capacity owned by AES, IPALCO and CILCORP in the twelve-month period ended March
31, 2002 compared with the twelve-month period ended December 31, 2001. The
percentage of the total revenues derived from the generation capacity owned by
CILCORP has remained the same at 3%. The percentage of total revenues derived
from the generation capacity owned by IPALCO has remained the same at 12%.
The physical location of the MW capacity added by AES since December 31, 2001
is in: Bangladesh, Kazakhstan, Republic of South Africa, Argentina, Brazil,
Chile and the United States.
ITEM (4) PER EXEMPTION ORDER - ELECTRIC TRANSMISSION AND DISTRIBUTION AND GAS
DISTRIBUTION:
Electric transmission and distribution and gas distribution assets owned as of
March 31, 2002 (millions of dollars):
IPALCO 1,017
CILCORP 740
Total AES (excluding CILCORP and IPALCO) 6,024
-------------
Total 7,781
Electric transmission and distribution and gas distribution revenues for 12
months ending March 31, 2002 (millions of dollars):
IPALCO* 245
CILCORP 425
Total AES (excluding CILCORP and IPALCO) 5,118
-------------
Total 5,788
* IPALCO has revised the factors used to allocate its revenues between its
electric generation activities and its electric transmission and distribution
and gas distribution activities. The current allocation, based on IPALCO's
rate base, is 70% generation and 30% transmission and distribution. This
does not change the overall amount of IPALCO revenues. For the Commission's
convenience in comparing revenues for the current reporting period with
revenues for the prior reporting period, IPALCO has applied the current
allocation factor to its revenues for the 12 months ended December 31, 2001
with the following results: $580 million electric generation revenues and
$248 million electric transmission and distribution and gas distribution
revenues.
IPALCO's electric revenues are allocated between electric generation and
electric transmission and distribution activities according to utility rate
base. CILCORP's electric revenues are allocated between electric generation and
electric transmission and distribution activities according to utility rate
base. AES transmission and distribution revenues are derived from the total
revenues earned by AES transmission and distribution subsidiaries by multiplying
these revenues by the percentage ownership interest of AES in those
subsidiaries.
The total transmission and distribution assets owned by AES, CILCORP and IPALCO
have increased since December 31, 2001. CILCORP's transmission and distribution
assets have decreased while the revenues derived from such assets have decreased
since December 31, 2001. IPALCO's transmission and distribution assets have
increased while the revenues derived from such assets have decreased since
December 31, 2001.
22
AES' transmission and distribution assets have increased and the revenues
derived from such assets have decreased since December 31, 2001. CILCORP's
percentage of the total transmission and distribution assets has remained the
same at 10%, and CILCORP's percentage of the total revenues from such assets has
decreased from 9% to 7% for the twelve-month period ending March 31, 2002
compared to the twelve-month period ending December 31, 2001. IPALCO's
percentage of the total transmission and distribution assets has remained the
same at 13%, and IPALCO's percentage of the total revenues from such assets has
decreased from 5% to 4% for the twelve-month period ending March 31, 2002
compared to the twelve-month period ending December 31, 2001.
ITEM (5) PER EXEMPTION ORDER:
Neither CILCO nor IPL has sold or transferred any electric and/or gas utility
assets to any affiliate company of the AES consolidated holding company system
during the first quarter of 2002. On February 13, 2002, CILCO filed with the
Illinois Commerce Commission a "Notice of Transfer of Generating Assets" stating
its intent to transfer substantially all of its generating assets to its wholly
owned subsidiary, Central Illinois Generation, Inc. An Administrative Law Judge
of the Illinois Commerce Commission issued a Proposed Order on March 29, 2002
approving the transfer, and the Commission voted to approve the transfer at a
meeting on April 10, 2002.
ITEM (6) PER EXEMPTION ORDER:
During the first quarter of 2002, no application has been made to nor has any
order been received from the Illinois Commerce Commission that involves AES'
ownership position or AES' oversight over the operations of CILCO or CILCORP.
During the first quarter 2002, no application has been made to nor has any order
been received from the Indiana Utility Regulatory Commission that involves AES'
ownership position or AES' oversight over the operations of IPL or IPALCO.
ITEM (7) PER EXEMPTION ORDER:
During the first quarter of 2002, bids were submitted for the divestiture of
CILCORP, including the jurisdictional business and assets of CILCO. Although not
in the first quarter of 2002, AES announced on April 29, 2002 an agreement with
Ameren Corporation to sell 100% of AES's ownership interest in CILCORP,
including the jurisdictional business and assets of CILCO. The transaction is
subject to various regulatory approvals and is expected to close in 2003.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of 1935,
as amended, AES has duly caused this certificate to be signed on its behalf on
this 30th day of May, 2002 by the undersigned thereunto duly authorized.
The AES Corporation
By: /s/ ERIK LUCKAU
--------------------------
Erik Luckau
Associate General Counsel
23