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, 2003.
AES hereby notifies the SEC that effective January 31, 2003 it
sold all of its interests in CILCORP, Inc. ("CILCORP"), including CILCORP's
public-utility subsidiary company, Central Illinois Light Company ("CILCO"). In
accordance with the Exemption Order, AES no longer is including in this
certificate information concerning CILCORP and CILCO. As required by the
Commission's order in Release No. 35-27063, File No. 70-9465, AES has filed with
the SEC periodic certificates with respect of AES' acquisition of CILCORP.
Because of AES' sale of CILCORP, AES intends to file no further certificates in
File No. 70-9465.
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, 2003
THE AES CORPORATION
SEC FILING PURSUANT TO SECTION 3(a)(5) EXEMPTION ORDER
QUARTER ENDED MARCH 31, 2003
ITEM (1) PER EXEMPTION ORDER (STATEMENTS ATTACHED):
1) Pro Rata Consolidated Statement of Operations of The AES Corporation
for the 12 months ended March 31, 2003
2) Pro Rata Consolidated Balance Sheet of The AES Corporation at March 31,
2003
3) Statement of Consolidated Income of IPALCO for the 12 months ended
March 31, 2003
4) Statement of Income of IPL for the 12 months ended March 31, 2003
5) Consolidated Balance Sheet of IPALCO at March 31, 2003
6) Balance Sheet of IPL at March 31, 2003
2
THE AES CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(INCLUDES IPALCO)
FOR THE TWELVE MONTHS ENDED MARCH 31, 2003
PRORATA BASIS(1)
(UNAUDITED)
----------------------------------------------------------------------- ---------------------
TWELVE MONTHS
ENDED
($ in millions) 3/31/2003
----------------------------------------------------------------------- ---------------------
REVENUES:
Sales and services $ 8,066
OPERATING COSTS AND EXPENSES:
Cost of sales and services 6,300
Selling, general and administrative expenses 113
---------------------
TOTAL OPERATING COSTS AND EXPENSES 6,414
---------------------
OPERATING INCOME 1,653
OTHER INCOME AND (EXPENSE):
Interest expense, net (1,721)
Other (expense) income, net (369)
(Loss) gain on sale of assets and asset impairment expense (2,155)
---------------------
(LOSS) INCOME BEFORE INCOME TAXES (2,592)
Income tax (benefit) expense (20)
---------------------
(LOSS) INCOME FROM CONTINUING OPERATIONS (2,572)
Loss from operations of discontinued components
(net of income taxes) (656)
---------------------
(LOSS) INCOME BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE (3,228)
Cumulative effect of accounting change
(net of income taxes) 125
---------------------
NET (LOSS) INCOME $ (3,103)
=====================
---------------
(1) In accordance with the analysis used in the order requiring filing of this
certificate, this table is calculated on a proportional consolidation basis
whereby AES' subsidiaries are included by multiplying each applicable line item
from the statement of operations of each AES subsidiary times AES' percentage
ownership interest in such subsidiary.
3
THE AES CORPORATION
PRO RATA BASIS(1) CONSOLIDATED BALANCE SHEET
(INCLUDES IPALCO)
MARCH 31, 2003
($ in millions, unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,369
Short-term investments 239
Accounts receivable, net 1,140
Inventory 387
Deferred income taxes 6
Prepaid expenses and other current assets 1,143
Current assets of discontinued operations and businesses held for sale 451
---------
TOTAL CURRENT ASSETS 4,735
PROPERTY, PLANT AND EQUIPMENT
Land 725
Electric generation and distribution assets 19,558
Accumulated depreciation and amortization (4,267)
Construction in progress 2,620
---------
PROPERTY, PLANT AND EQUIPMENT, NET 18,636
OTHER ASSETS
Deferred financing costs, net 421
Project development costs 6
Investments in and advances to affiliates 695
Debt service reserves and other deposits 510
Goodwill, net 1,375
Deferred income taxes - noncurrent 979
Long-term assets of discontinued operations and businesses held for sale 3,748
Other assets 1,764
---------
TOTAL OTHER ASSETS 9,498
TOTAL $ 32,869
=========
-------------------
(1) In accordance with the analysis used in the order requiring filing of this
certificate, this table is calculated on a proportional consolidation basis
whereby AES' subsidiaries are included by multiplying each applicable line item
from the balance sheet of each AES subsidiary times AES' percentage ownership
interest in such subsidiary.
4
THE AES CORPORATION
PRO RATA BASIS(1) CONSOLIDATED BALANCE SHEET
(INCLUDES IPALCO)
MARCH 31, 2003
($ in millions, unaudited)
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,153
Accrued interest 495
Accrued and other liabilities 1,175
Current liabilities of discontinued operations and businesses held for sale 2,752
Recourse debt-current portion 26
Non-recourse debt- current portion 3,989
-------------
TOTAL CURRENT LIABILITIES 9,590
LONG-TERM LIABILITIES
Non-recourse debt 10,030
Recourse debt 5,463
Deferred incomes taxes 957
Pension liabilities 1,193
Long-term liabilities of discontinued operations and businesses held for sale 1,371
Other long-term liabilities 2,625
-------------
TOTAL LONG-TERM LIABILITIES 21,639
Minority interest 806
Company-obligated Convertible Mandatorily Redeemable
Preferred Securities of Subsidiary Trusts Holding Solely
Junior Subordinated Debentures of AES 978
STOCKHOLDERS' EQUITY
Common stock 6
Additional paid-in capital 5,349
Retained earnings (606)
Accumulated other comprehensive loss (4,893)
-------------
TOTAL STOCKHOLDERS' EQUITY (144)
TOTAL $ 32,869
=============
-----------------
(1) In accordance with the analysis used in the order requiring filing of this
certificate, this table is calculated on a proportional consolidation basis
whereby AES' subsidiaries are included by multiplying each applicable line item
from the balance sheet of each AES subsidiary times AES' percentage ownership
interest in such subsidiary.
5
IPALCO ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS)
(UNAUDITED)
FOR TWELVE MONTHS ENDED MARCH 31, 2003
ELECTRIC UTILITY OPERATING REVENUES $ 840,540
UTILITY OPERATING EXPENSES:
Operation:
Fuel 174,106
Other operating expenses 110,924
Power purchased 22,245
Maintenance 68,142
Depreciation and amortization 119,805
Taxes other than income taxes 30,346
Income taxes - net 111,888
--------------------
Total operating expenses 637,456
--------------------
UTILITY OPERATING INCOME 203,084
--------------------
OTHER INCOME AND (DEDUCTIONS):
Allowance for equity funds used during construction 3,079
Gain (loss) on sales of assets, net (6,893)
Other - net 4,662
Income tax benefit - net 24,357
--------------------
Total other income (deductions) - net 25,205
--------------------
INCOME BEFORE INTEREST AND OTHER CHARGES 228,289
--------------------
INTEREST AND OTHER CHARGES:
Interest on long-term debt 98,001
Other interest 464
Allowance for borrowed funds used during construction (1,422)
Amortization of redemption premiums and expense on debt-net 2,500
Preferred dividends of subsidiary 3,213
--------------------
Total interest and other charges - net 102,756
--------------------
NET INCOME $ 125,533
===================
6
INDIANAPOLIS POWER & LIGHT COMPANY
STATEMENT OF INCOME
(IN THOUSANDS)
(UNAUDITED)
For the Twelve Months Ended March 31, 2003
OPERATING REVENUES $ 840,540
------------------
OPERATING EXPENSES:
Operation:
Fuel 174,106
Other 110,924
Power purchased 22,245
Maintenance 68,142
Depreciation and amortization 119,805
Taxes other than income taxes 30,346
Income taxes - net 111,888
------------------
Total operating expenses 637,456
------------------
OPERATING INCOME 203,084
------------------
OTHER INCOME AND (DEDUCTIONS):
Allowance for equity funds used during construction 3,079
Miscellaneous income and (deductions) - net (864)
Gain on sale of asset 3,333
Income (taxes) applicable to other income and deductions (629)
------------------
Total other income and (deductions) - net 4,919
INCOME BEFORE INTEREST AND OTHER CHARGES 208,003
------------------
INTEREST AND OTHER CHARGES:
Interest on long-term debt 40,335
Other interest 471
Allowance for borrowed funds used during construction (1,422)
Amortization of redemption premium and expense on debt - net 1,830
------------------
Total interest and other charges - net 41,214
------------------
NET INCOME 166,789
------------------
PREFERRED DIVIDEND REQUIREMENTS 3,213
------------------
INCOME APPLICABLE TO COMMON STOCK $ 163,576
==================
7
IPALCO ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
MARCH 31, 2003
---------------------
ASSETS
UTILITY PLANT:
Utility plant in service $ 3,155,360
Less accumulated depreciation 1,566,356
----------------------
Utility plant in service - net 1,589,004
Construction work in progress 90,887
Property held for future use 7,708
----------------------
Utility plant - net 1,687,599
----------------------
OTHER ASSETS:
Nonutility property - at cost, less accumulated depreciation 1,467
Other investments 8,489
----------------------
Other assets - net 9,956
----------------------
CURRENT ASSETS:
Cash and cash equivalents 65,171
Accounts receivable and unbilled revenue (less allowance
for doubtful accounts of $1,975 and $1,556 respectively) 39,500
Fuel - at average cost 22,984
Materials and supplies - at average cost 47,023
Net income tax refunds receivable 4,029
Prepayments and other current assets 7,172
----------------------
Total current assets 185,879
----------------------
DEFERRED DEBITS:
Regulatory assets 136,882
Miscellaneous 29,737
----------------------
Total deferred debits 166,619
----------------------
TOTAL $ 2,050,053
======================
8
IPALCO ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
MARCH 31, 2003
--------------
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common shareholders' deficit:
Premium on 4% cumulative preferred stock $ 649
Accumulated deficit (6,506)
Accumulated other comprehensive loss (52,179)
--------------
Total common shareholders' deficit (58,036)
Cumulative preferred stock of subsidiary 59,135
Long-term debt (less current maturities and sinking fund requirements) 1,292,043
--------------
Total capitalization 1,293,142
--------------
CURRENT LIABILITIES:
Current maturities and sinking fund requirements 80,284
Accounts payable 28,815
Accrued expenses 15,664
Dividends payable 874
Accrued taxes 31,274
Accrued interest 34,437
Other current liabilities 13,502
--------------
Total current liabilities 204,850
--------------
DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES:
Accumulated deferred income taxes - net 337,712
Unamortized investment tax credit 30,239
Accrued postretirement benefits 6,226
Accrued pension benefits 169,988
Miscellaneous 7,896
--------------
Total deferred credits and other long-term liabilities 552,061
--------------
TOTAL $ 2,050,053
==============
9
INDIANAPOLIS POWER & LIGHT COMPANY
BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
MARCH 31, 2003
------------------
ASSETS
UTILITY PLANT:
Utility plant in service $ 3,155,360
Less accumulated depreciation 1,566,356
------------------
Utility plant in service - net 1,589,004
Construction work in progress 90,887
Property held for future use 7,708
------------------
Utility plant - net 1,687,599
------------------
OTHER PROPERTY -
At cost, less accumulated depreciation 4,967
------------------
CURRENT ASSETS:
Cash and cash equivalents 59,792
Accounts receivable and unbilled revenue (less allowances
for doubtful accounts of $1,945 and $1,526 respectively) 39,345
Receivable due from Parent 187
Fuel - at average cost 22,984
Materials and supplies - at average cost 47,028
Net income tax refunds receivable --
Prepayments and other current assets 7,212
------------------
Total current assets 176,548
------------------
DEFERRED DEBITS:
Regulatory assets 136,882
Miscellaneous 20,851
------------------
Total deferred debits 157,733
------------------
TOTAL $ 2,026,847
==================
10
INDIANAPOLIS POWER & LIGHT COMPANY
BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
MARCH 31, 2003
-------------------
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common shareholders' equity:
Common stock $ 324,537
Premium and net gain on preferred stock 2,642
Retained earnings 412,284
Accumulated other comprehensive loss (52,176)
-------------------
Total common shareholders' equity 687,287
Cumulative preferred stock 59,135
Long-term debt (less current maturities
and sinking fund requirements) 542,043
-------------------
Total capitalization 1,288,465
-------------------
CURRENT LIABILITIES:
Current maturities and sinking fund requirements 79,984
Accounts payable 28,815
Accrued expenses 14,268
Dividends payable 797
Accrued taxes 36,434
Accrued interest 11,737
Other current liabilities 13,502
-------------------
Total current liabilities 185,537
-------------------
DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES:
Accumulated deferred income taxes - net 338,496
Unamortized investment tax credit 30,239
Accrued postretirement benefits 6,226
Accrued pension benefits 169,988
Miscellaneous 7,896
-------------------
Total deferred credits and other long-term liabilities 552,845
-------------------
TOTAL $ 2,026,847
===================
11
ITEM (2) PER EXEMPTION ORDER (INCOME STATEMENT AMOUNTS ARE 12 MONTHS ENDED):
IPL CONTRIBUTIONS TO
AES/IPALCO CONSOLIDATED HOLDING COMPANY
(PRO RATA CONSOLIDATION BASIS(1))
($MM)
---------------------------------------------------- ---------------------------- ----------------------------
12 MOS. ENDED 03/31/02 12 MOS. ENDED 03/31/03
---------------------------------------------------- ---------------------------- ----------------------------
GROSS REVENUES(2) 8.33% 10.43%
IPL 816 841
IPALCO (excluding IPL) 0 0
AES 8,977 7,225
AES/IPALCO 9,793 8,066
---------------------------------------------------- ---------------------------- ----------------------------
OPERATING INCOME 10.81% 19.06%
IPL 256 315
IPALCO (excluding IPL) 0 0
AES 2,113 1,338
AES/IPALCO 2,369 1,653
---------------------------------------------------- ---------------------------- ----------------------------
NET INCOME (LOSS) (70.97%) (5.29%)
IPL 132 164
IPALCO (excluding IPL) (11) (38)
AES (307) (3,229)
AES/IPALCO (186) (3,103)
---------------------------------------------------- ---------------------------- ----------------------------
NET ASSETS 5.12% 6.17%
IPL 1,965 2,027
IPALCO (excluding IPL) 29 23
AES 36,404 30,819
AES/IPALCO 38,398 32,869
---------------------------------------------------- ---------------------------- ----------------------------
------------------
(1) In accordance with the analysis used in the order requiring filing of this
certificate, the AES line items in this table are calculated on a proportional
consolidation basis whereby AES' subsidiaries are included by multiplying each
applicable line item from the statement of operations or balance sheet, as
applicable, of each AES subsidiary times AES' percentage ownership interest in
such subsidiary. The numbers presented for AES in this table exclude CILCO,
which AES sold during the first quarter of 2003.
(2) Gross business revenues (utility and non-utility) of
IPALCO combined as a percentage of total gross business revenues (including
IPALCO/IPL, utility and non-utility) of AES.
12
ITEM (3) PER EXEMPTION ORDER - GENERATION INFORMATION:
AES Generating Plants in Operation at March 31, 2003 (excluding IPALCO):
UNIT COUNTRY CAPACITY AES AES REGULATORY
------- (MW) INTEREST EQUITY STATUS
-------- (%) (MW) ----------
-------- ------
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 197 100 197 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 2,123 100 2,123 EWG
AES Redondo Beach USA 1,330 100 1,330 EWG
AES Huntington Beach 1 and 2 USA 430 100 430 EWG
AES Huntington Beach 3 USA 225 100 225 EWG
AES Hemphill USA 16 100 16 QF
AES Mendota USA 25 100 25 QF
AES Delano USA 50 100 50 QF
AES Puerto Rico USA 454 100 454 FUCO
AES Granite Ridge USA 720 100 720 EWG
AES Ironwood USA 705 100 705 EWG
AES Red Oak USA 832 100 832 EWG
DOMESTIC SUBTOTAL: 9,444 9,444
COUNTRY CAPACITY AES AES REGULATORY
------- (MW) INTEREST EQUITY STATUS
-------- (%) (MW) ----------
-------- ------
UNIT
AES Kingston Canada 110 50 55 EWG
AES San Nicholas Argentina 650 88 572 EWG
AES Cabra Corral Argentina 102 98 100 FUCO
AES El Tunal Argentina 10 98 10 FUCO
AES Sarmiento Argentina 33 98 32 FUCO
AES Ullum Argentina 45 98 44 FUCO
AES Quebrada Argentina 45 100 45 FUCO
AES Alicura Argentina 1,040 99 1,030 FUCO
CEMIG - Miranda Brazil 390 9 35 FUCO
CEMIG - Igarapava Brazil 210 1 2 FUCO
13
CEMIG (35 plants) Brazil 5,068 9 456 FUCO
AES Bayano Panama 236 49 116 FUCO
AES Panama Panama 40 49 20 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 Xiangci - Cili China 26 51 13 FUCO
Wuhu China 250 25 63 FUCO
Chengdu Lotus City China 48 35 17 FUCO
AES Jiaozuo China 250 70 175 FUCO
AES Hefei China 115 70 81 FUCO
AES Chongqing Nanchuan China 50 70 35 FUCO
Yangcheng China 2,100 25 525 FUCO
AES Ekibastuz Kazakhstan 4,000 100 4,000 FUCO
AES Ust-Kamenogorsk GES Kazakhstan 331 100 331 FUCO
AES Shulbinsk GES Kazakhstan 702 100 702 FUCO
AES Ust-Kamenogorsk TETS Kazakhstan 1,464 100 1,464 FUCO
AES Sogrinsk TETS Kazakhstan 349 100 349 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 97 504 FUCO
AES Barry* U.K. 230 100 230 FUCO
AES Drax U.K. 4,065 100 4,065 FUCO
AES Uruguaiana Brazil 639 100 639 FUCO
AES Tiete (10 plants) Brazil 2,650 53 1,405 FUCO
AES EDC Venezuela 2,316 87 2,015 FUCO
AES Merida III Mexico 497 55 273 FUCO
AES Mtkvari Georgia 600 100 600 FUCO
AES Khrami I Georgia 113 Managt 0 FUCO
AES Khrami II Georgia 110 Managt 0 FUCO
AES Ottana Italy 140 100 140 FUCO
AES Mammonal Columbia 90 62 56 FUCO
AES Chivor Columbia 1,000 96 960 FUCO
AES Gener-Electrica de Santiago Chile 379 89 337 FUCO
AES Gener-Energia Verde Chile 39 99 39 FUCO
AES Gener-Guacolda Chile 304 49 149 FUCO
AES Gener-Norgener Chile 277 99 274 FUCO
Itabo (pending sale) Dom. Rep. 587 24 141 FUCO
AES Bohemia Czech Rep. 50 100 50 FUCO
AES SONEL Cameroon 850 56 476 FUCO
Central Dique Argentina 68 34 23 FUCO
AES Termoandes Argentina 644 98 631 FUCO
AES Parana Argentina 845 67 566 FUCO
AES Kelvin* (sale pending) Rep. South 600 95 570 FUCO
Africa
14
Ebute Nigeria 290 95 276 FUCO
AES Gener - Cordillera Chile 245 99 243 FUCO
AES Gener - Costa Chile 512 99 507 FUCO
AES Haripur* (sale pending) Bangladesh 360 100 360 FUCO
AES Meghnaghat* (sale pending) Bangladesh 450 100 450 FUCO
FOREIGN SUBTOTAL: 41,063 29,134
TOTAL - March 31, 2003 50,507 38,578
Foreign Generation as a Percentage of Total: 81% 76%
* Currently in discontinued operations status.
IPALCO Generating Plants at March 31, 2003:
AES
CAPACITY INTEREST AES EQUITY REGULATORY
UNIT COUNTRY (MW) (%) (MW) STATUS
Petersburg USA 1,715 100 1,715 IN PUC
H.T. Pritchard (Eagle Valley) USA 367 100 367 IN PUC
E.W. Stout USA 1,116 100 1,116 IN PUC
Georgetown USA 80 100 80 IN PUC
TOTAL - March 31, 2003 3,278 3,278
Revenues from electric generation capacity - 12 months ended March 31, 2003
(millions of dollars):
IPALCO 588 14%
AES (excluding IPALCO) 3,691 86%
----------- -----------
Total 4,279 100%
IPALCO's electric revenues are allocated between electric generation and
electric transmission and distribution activities according to utility rate
base. AES generation revenues are derived from the total generation revenues
earned by AES subsidiaries times the percentage ownership interest of AES in
those subsidiaries.
There has been no change in the amount of generation capacity owned by IPALCO
and a 708 MW decrease in the amount of generation capacity owned by AES
(excluding IPALCO) from 39,286 MW to 38,578 MW since December 31, 2002. There
has been a 1% increase in the total revenues earned from the capacity owned by
AES and IPALCO in the 12-month period ended March 31, 2003 compared with the
12-month period ended December 31, 2002. The percentage of the total revenues
derived from the generation capacity owned by IPALCO has increased from 13% to
14%.(1)
------------------
(1) This evaluation excludes the electric generation assets and revenues of
CILCO (with a total capacity of 1,172 MW as of December 31, 2002 and total
revenues of $156 million for the twelve months ending December 31, 2002), which
AES sold during the first quarter of 2003.
15
The countries in which AES' net generating capacity increased during the first
quarter of 2003 are as follows: Argentina, Bangladesh, Brazil, Cameroon, the
Czech Republic, the United Kingdom, the United States (excluding CILCO) and
Venezuela.
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, 2003 (millions of dollars):
IPALCO 1,357
Total AES (excluding IPALCO) 4,654
-------------
Total 6,011
Electric transmission and distribution and gas distribution revenues for 12
months ending March 31, 2003 (millions of dollars):
IPALCO 252
Total AES (excluding IPALCO) 3,535
-------------
Total 3,787
IPALCO'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 and IPALCO have
decreased since December 31, 2002. IPALCO's transmission and distribution assets
have increased while the revenues derived from such assets have increased since
December 31, 2002. AES' transmission and distribution assets have decreased and
the revenues derived from such assets have decreased since December 31, 2002.
IPALCO's percentage of the total transmission and distribution assets has
increased from 21% to 23%, and IPALCO's percentage of the total revenues from
such assets has increased from 6% to 7% for the 12-month period ending March 31,
2003 compared to the 12-month period ending December 31, 2002.(1)
------------------
(1) This evaluation excludes the transmission and distribution assets and
revenues of CILCO, which AES sold during the first quarter of 2003. CILCO's
electric transmission and distribution and gas distribution assets as of
December 31, 2002 were valued at $793 million; revenues associated with these
assets for the twelve months ending December 31, 2002 were $446 million.
IPALCO's percentage of AES' total transmission and distribution assets
(including CILCO) previously was reported as 19% as of December 31, 2002.
16
ITEM (5) PER EXEMPTION ORDER:
IPL has not 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 2003.
ITEM (6) PER EXEMPTION ORDER:
During the first quarter of 2003, no application has been made to the Indiana
Utility Regulatory Commission ("IURC") that involves AES' ownership position or
AES' oversight over the operations of IPL or IPALCO. The IURC issued an order on
February 12, 2003, as clarified by an order issued on April 16, 2003, requiring
that IPL file certain reports to the IURC prior to declaring or paying a
dividend on IPL common stock and providing that IPL shall not pay such dividend
until either the IURC approves the dividend or 20 days elapse without the
initiation by the IURC of a proceeding to further explore the implications of
such dividend.
ITEM (7) PER EXEMPTION ORDER:
As previously reported, on January 31, 2003, AES announced completion of the
sale of CILCORP, including CILCO, to Ameren Corporation after receiving all
necessary regulatory approvals.
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, 2003 by the undersigned thereunto duly authorized.
The AES Corporation
/s/ Vincent Mathis
By: Vincent Mathis
Assistant General Counsel
17