UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
( ) Transition report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from to .
COMMISSION FILE NUMBER 1-14756
AMEREN CORPORATION
(Exact name of registrant as specified in its charter)
Missouri 43-1723446
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1901 Chouteau Avenue, St. Louis, Missouri 63103
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (314) 621-3222
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
Common Stock, $ .01 par value and New York Stock Exchange
Preferred Share Purchase Rights
Normal Units New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes (X). No ( ).
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( ).
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes (X). No ( ).
As of June 28, 2002, the registrant had 144,774,189 shares of its $.01 par
value common stock outstanding. The aggregate market value of these shares of
common stock (based upon the closing price of these shares on the New York Stock
Exchange on that date) held by non-affiliates was $301,580,783.
As of March 21, 2003, the registrant had 160,720,970 shares of its $.01 par
value common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's 2002 Annual Report to Shareholders (the 2002
Annual Report) are incorporated by reference into Parts I, II and IV. The
registrant's consolidated financial statements for the fiscal year ended
December 31, 2002, including the notes thereto, and the Management's Discussion
and Analysis of Financial Condition and Results of Operations for the
registrant, contained in the portions of the 2002 Annual Report incorporated by
reference herein were also filed with the Commission by the registrant on its
Current Report on Form 8-K dated March 5, 2003.
Portions of the registrant's definitive proxy statement for the 2003 annual
meeting of shareholders are incorporated by reference into Part III.
TABLE OF CONTENTS
PART I Page
----
Item 1 Business
General........................................................ 1
Capital Program and Financing.................................. 2
Rates and Regulation........................................... 4
Fuel Supply for Electric Generating Facilities................. 5
Industry Issues................................................ 7
Operating Statistics........................................... 7
Available Information.......................................... 7
Item 2 Properties..................................................... 7
Item 3 Legal Proceedings.............................................. 11
Item 4 Submission of Matters to a Vote of Security Holders............ 13
Executive Officers of the Registrant (Item 401(b) of Regulation S-K)..... 13
PART II
Item 5 Market for Registrant's Common Equity and Related
Shareholder Matters..................................... 19
Item 6 Selected Financial Data........................................ 19
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations............................... 19
Item 7A Quantitative and Qualitative Disclosures About Market Risk..... 19
Item 8 Financial Statements and Supplementary Data.................... 19
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure................................ 19
PART III
Item 10 Directors and Executive Officers of the Registrant............. 20
Item 11 Executive Compensation......................................... 20
Item 12 Security Ownership of Certain Beneficial Owners
and Management.......................................... 20
Item 13 Certain Relationships and Related Transactions................. 20
Item 14 Controls and Procedures........................................ 20
PART IV
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K.. 22
SIGNATURES .......................................................... 32
CERTIFICATIONS .......................................................... 33
EXHIBIT INDEX .......................................................... 35
This Form 10-K contains "forward-looking" statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements should be read with the cautionary statements and important factors
included in this Form 10-K at page 12 under the heading Forward-Looking
Statements. Forward-looking statements are all statements other than statements
of historical fact, including those statements that are identified by the use of
the words "anticipates," "estimates," "expects," "intends," "plans," "predicts,"
"projects" and similar expressions.
PART I
ITEM 1. BUSINESS
GENERAL
Ameren Corporation (Ameren) was incorporated in Missouri on August 7, 1995.
On December 31, 1997, following the receipt of all required approvals, CIPSCO
Incorporated (CIPSCO) and Union Electric Company combined with the result that
the common shareholders of CIPSCO and Union Electric Company became the common
shareholders of Ameren, and Ameren became the owner of 100% of the common stock
of Union Electric Company and the operating subsidiaries of CIPSCO: Central
Illinois Public Service Company and CIPSCO Investment Company. We completed our
acquisition of CILCORP Inc. (CILCORP) on January 31, 2003 and of AES Medina
Valley Cogen (No. 4) LLC on February 4, 2003 from The AES Corporation (AES). See
CILCORP Acquisition below for further information.
When we refer to Ameren, our, we or us, we are referring to Ameren
Corporation on a consolidated basis. In certain circumstances, our subsidiaries
are specifically referenced in order to distinguish among their different
business activities.
Ameren is a public utility holding company registered with the Securities
and Exchange Commission (SEC) under the Public Utility Holding Company Act of
1935 (PUHCA), as amended, and does not own or operate any significant assets
other than the stock of its subsidiaries. Ameren is headquartered in St. Louis,
Missouri. Dividends on Ameren's common stock are dependent on distributions to
be made to it by its subsidiaries. Our primary subsidiaries are as follows:
o Union Electric Company, which operates a rate-regulated electric
generation, transmission and distribution business, and a rate-regulated
natural gas distribution business in Missouri and Illinois as AmerenUE.
AmerenUE was incorporated in Missouri in 1922 and is successor to a number
of companies, the oldest of which was organized in 1881. It is the largest
electric utility in the State of Missouri and supplies electric and gas
service in parts of central and eastern Missouri and west central Illinois
having an estimated population of 2.6 million within an area of
approximately 24,500 square miles, including the greater St. Louis area.
AmerenUE supplies electric service to approximately 1.2 million customers
and natural gas service to approximately 130,000 customers.
o Central Illinois Public Service Company, which operates a rate-regulated
electric and natural gas transmission and distribution business in
Illinois, as AmerenCIPS. AmerenCIPS was incorporated in Illinois in 1902.
It supplies electric and gas utility service to portions of central and
southern Illinois having an estimated population of 820,000 within an area
of approximately 20,000 square miles. AmerenCIPS supplies electric service
to approximately 325,000 customers and natural gas service to approximately
170,000 customers.
o Central Illinois Light Company, a subsidiary of CILCORP Inc., which
operates a rate-regulated transmission and distribution business, an
electric generation business, and a rate-regulated natural gas distribution
business in Illinois as AmerenCILCO. AmerenCILCO was incorporated in
Illinois in 1913. It supplies electric and gas utility service to portions
of central and east central Illinois in an area of approximately 3,700 and
4,500 square miles, respectively. AmerenCILCO supplies electric service to
about 200,000 customers and natural gas service to about 205,000 customers.
See CILCORP Acquisition below for further information.
o AmerenEnergy Resources Company (Resources Company), which consists of non
rate-regulated operations. Subsidiaries include AmerenEnergy Generating
Company (Generating Company) that operates non rate-regulated electric
generation in Missouri and Illinois, AmerenEnergy Marketing Company
(Marketing Company), which markets power for periods over one year,
AmerenEnergy Fuels and Services Company, which procures fuel and manages
the related risks for our affiliated companies and AmerenEnergy Medina
Valley Cogen (No. 4), LLC which indirectly owns a 40 megawatt, gas-fired
electric generation plant. On February 4, 2003, we completed our
acquisition of AES Medina Valley Cogen (No. 4), LLC from AES and renamed it
AmerenEnergy Medina Valley Cogen (No. 4), LLC. See CILCORP Acquisition
below for further information. Generating Company was incorporated in
Illinois in March 2000 in conjunction with the Illinois Electric Service
Customer Choice and Rate Relief Law of 1997 (the Illinois Law). This
Illinois Law provides for electric utility restructuring and introduces
competition into the retail supply of electric energy in Illinois.
Generating Company commenced operations on May 1, 2000 when AmerenCIPS
transferred to Generating Company all of the following: its generating
assets, consisting of the generating facilities described below under Item
2. Properties; all related fuel, supply, transportation, maintenance and
labor agreements; approximately 45% of AmerenCIPS' employees; and some
other related rights, assets and liabilities.
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o AmerenEnergy, Inc. (AmerenEnergy) which serves as a power marketing and
risk management agent for our affiliated companies for transactions of
primarily less than one year.
o Electric Energy, Inc. (EEI), which operates electric generation and
transmission facilities in Illinois. EEI supplies electric power primarily
to a uranium enrichment plant located in Paducah, Kentucky. We have a 60%
ownership interest in EEI and consolidate it for financial reporting
purposes.
o Ameren Services Company (Ameren Services), which provides shared support
services to us and our subsidiaries.
For additional information regarding the acquisition of CILCORP and AES
Medina Valley Cogen (No. 4), LLC, see Recent Developments in Management's
Discussion and Analysis of Financial Condition and Results of Operations and
Notes 1 and 18 to our Consolidated Financial Statements of the 2002 Annual
Report pages incorporated herein by reference under Items 7 and 8.
For the year 2002, 91.7% (2001 - 90.9%; 2000 - 91.5%) of our operating
revenues were derived from the sale of electric energy, 8.2% (2001 - 8.9%; 2000
- - 8.4%) came from the sale of natural gas, and 0.1% (2001 - 0.2%; 2000 - 0.1%)
came from other sources.
We employed 7,422 employees at December 31, 2002. For information on a
voluntary retirement program offered in December 2002 and on labor agreements
and other labor matters, see Note 9 and Note 14, respectively, to our
Consolidated Financial Statements of the 2002 Annual Report pages incorporated
herein by reference under Item 8.
CILCORP Acquisition
On January 31, 2003, after receipt of the necessary regulatory agency
approvals and clearance from the Department of Justice under the
Hart-Scott-Rodino Antitrust Improvements Act, we completed our acquisition of
all of the outstanding common stock of CILCORP from AES. CILCORP is the parent
company of Peoria, Illinois-based Central Illinois Light Company, which operated
as CILCO. With the acquisition, CILCO became an Ameren subsidiary, but remains a
separate utility company, operating as AmerenCILCO. On February 4, 2003, we also
completed our acquisition of AES Medina Valley Cogen (No. 4), LLC (Medina
Valley), which indirectly owns a 40 megawatt, gas-fired electric co-generation
plant. With the acquisition, Medina Valley became a wholly-owned subsidiary of
Resources Company and was renamed AmerenEnergy Medina Valley Cogen (No. 4), LLC.
The CILCORP and AmerenEnergy Medina Valley Cogen (No. 4), LLC financial
statements will be included in our consolidated financial statements effective
with the January and February 2003 acquisition dates.
We acquired CILCORP to complement our existing Illinois electric and gas
operations. The purchase included CILCO's rate-regulated electric and natural
gas businesses in Illinois serving approximately 200,000 and 205,000 customers,
respectively, of which approximately 150,000 are combination electric and gas
customers. CILCO's service territory is contiguous to our service territory.
CILCO also has a non rate-regulated electric and gas marketing business
principally focused in the Chicago, Illinois region. Finally, the purchase
includes approximately 1,200 megawatts of largely coal-fired generating
capacity, most of which is expected to become non rate-regulated in 2003.
The total purchase price was approximately $1.4 billion and included the
assumption of CILCORP and Medina Valley debt and preferred stock at closing of
approximately $900 million, with the balance of the purchase price of
approximately $500 million paid with cash on hand. The purchase price is subject
to certain adjustments for working capital and other changes pending the
finalization of CILCORP's closing balance sheet. The cash component of the
purchase price came from Ameren's issuances in September 2002 of 8.05 million
common shares and in early 2003 of 6.325 million common shares.
For additional information regarding our business operations, see
Management's Discussion and Analysis of Financial Condition and Results of
Operations and Note 1 to our Consolidated Financial Statements of the 2002
Annual Report pages incorporated herein by reference under Items 7 and 8.
CAPITAL PROGRAM AND FINANCING
For information on our capital program and financial needs, see Liquidity
and Capital Resources in Management's Discussion and Analysis of Financial
Condition and Results of Operations and Notes 5, 7, 8 and 14 to our Consolidated
Financial Statements of the 2002 Annual Report pages incorporated herein by
reference under Items 7 and 8.
2
Financing
In August 2002, a shelf registration statement filed by AmerenUE with the
SEC on Form S-3 was declared effective. This statement authorized the offering
from time to time of up to $750 million of various forms of long-term debt and
trust preferred securities to refinance existing debt and preferred stock and
for general corporate purposes, including the repayment of short-term debt
incurred to finance construction expenditures and other working capital needs.
On March 10, 2003, AmerenUE issued, pursuant to the shelf registration referred
to above, $184 million of 5.50% senior secured notes due March 15, 2034.
AmerenUE expects to use the net proceeds of the issuance of approximately $180
million, along with other funds to redeem prior to maturity $104 million
principal amount of outstanding 8.25% first mortgage bonds due October 15, 2022,
at a redemption price of 103.61% of par, plus accrued interest, and to repay
short-term debt incurred to pay at maturity $75 million principal amount of
8.33% first mortgage bonds that were due in December 2002.
To issue first mortgage bonds and preferred stock, AmerenCIPS and AmerenUE
each must comply with earnings tests contained in their respective mortgages and
Articles of Incorporation. For the issuance of additional first mortgage bonds,
generally, earnings coverage of twice the annual interest charges on first
mortgage bonds outstanding and to be issued is required. Generally, for the
issuance of additional preferred stock, earnings coverage of one and one-half
times annual interest charges and preferred stock dividends is required under
the AmerenCIPS Articles of Incorporation, and earnings coverage of at least two
and one-half times the annual dividend on preferred stock outstanding and to be
issued is required under AmerenUE's Articles of Incorporation. The ability to
issue such securities in the future will depend on coverages at that time. At
December 31, 2002, each company had and expects to continue to have adequate
coverage ratios for anticipated requirements. See Notes 6 and 8 to our
Consolidated Financial Statements of the 2002 Annual Report pages incorporated
herein by reference under Item 8 for additional financing information.
CILCORP's and AmerenCILCO's financial agreements include customary default
or cross default provisions that could impact the continued availability of
credit or result in the acceleration of repayment. Many of Ameren's committed
credit facilities require the borrower to represent, in connection with any
borrowing under the facility, that no material adverse change has occurred since
certain dates. Ameren's financing arrangements do not contain credit rating
triggers with the exception of certain triggers within AmerenCILCO's financing
arrangements.
An event of default will occur under a $25 million AmerenCILCO committed
credit facility if AmerenCILCO fails to maintain a Moody's rating on its senior
secured debt above Baa2 and a Fitch credit rating of BBB-. Under agreements
governing $4.7 million of AmerenCILCO funded bank debt, AmerenCILCO must
maintain a Moody's investment grade rating or an event of default will occur.
Also, under a $100 million funded bank term loan, AmerenCILCO must maintain
investment grade ratings for its first mortgage bonds from at least two of
Standard & Poor's, Moody's and Fitch. As of February 2003, AmerenCILCO's senior
secured debt ratings from these rating agencies were A-, A2 and BBB,
respectively. AmerenCILCO's Fitch ratings are on positive credit watch.
At its current ratings level, covenants in CILCORP's indenture governing
its $475 million senior notes require CILCORP to maintain a debt to capital
ratio of no greater than 0.67 to 1.0 and an interest coverage ratio of at least
2.2 to 1.0 in order to make any payment of dividends or intercompany loans to
affiliates other than its direct and indirect subsidiaries, including
AmerenCILCO. However, in the event CILCORP's senior long-term debt rating from
Fitch is increased by one notch to BBB, CILCORP may make any such distribution
or intercompany loan without being subject to these tests described above. At
December 31, 2002, CILCORP's debt to capital ratio was 0.60 to 1.0 and its
interest coverage ratio was 2.72 to 1.0, calculated in accordance with related
provisions in this indenture.
The common stock of AmerenCILCO is pledged as security to the holders of
CILCORP's $475 million of senior notes and bonds.
Covenants in AmerenCILCO's $100 million bank term loan require it to
maintain a minimum level of common stockholder equity and limit AmerenCILCO's
ability to pay dividends or otherwise make distributions with respect to its
common stock. Any violation of these covenants will result in an event of
default under this facility. Under the minimum common equity requirement,
AmerenCILCO must maintain a minimum level of common stockholder equity which
increases from the date the facility was entered based on ongoing earnings. The
maintenance of this test is determined upon each anniversary of the loan. If
this test was performed as of December 31, 2002, the minimum common equity level
requirement would equal approximately $301 million. At that date, AmerenCILCO's
common equity, calculated in accordance with this provision was $329 million.
Under the
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restricted payments provision, AmerenCILCO may only pay dividends to CILCORP up
to $45 million annually subject to limited carry forward if not fully utilized.
For additional discussion of indenture and credit agreement provisions and
covenants, see Liquidity and Capital Resources in Management's Discussion and
Analysis of Financial Condition and Results of Operations and Note 8 to our
Consolidated Financial Statements of the 2002 Annual Report pages incorporated
by reference under Items 7 and 8.
RATES AND REGULATION
Rates
Rates that we are allowed to charge for our services are the single most
important item influencing our financial position, results of operations and
liquidity. We are highly regulated. The rates we charge our customers are
determined by governmental organizations. Decisions by these organizations are
influenced by many factors, including our recent cost of providing service, our
quality of service, regulatory staff knowledge and experience, economic
conditions and social and political views. Decisions made by these organizations
regarding our rates could have a material impact on our financial position,
results of operations and liquidity.
For the year 2002, approximately 60%, 25%, and 15% of our electric
operating revenues were based on rates regulated by the Missouri Public Service
Commission (MoPSC), the Illinois Commerce Commission (ICC) and the Federal
Energy Regulatory Commission (FERC), respectively. For information on rate
matters in these jurisdictions, including AmerenUE's recent Missouri electric
rate case, see Results of Operations and Regulatory Matters in Management's
Discussion and Analysis of Financial Condition and Results of Operations and
Note 2 to our Consolidated Financial Statements of the 2002 Annual Report pages
incorporated herein by reference under Items 7 and 8.
General Regulatory Matters
As a holding company registered with the SEC under the PUHCA, we are
subject to the regulatory provisions of the PUHCA, including provisions relating
to the issuance of securities, sales and acquisitions of securities and utility
assets, affiliate transactions, financial reporting requirements, the services
performed by Ameren Services and AmerenEnergy Fuels and Services Company, and
the activities of certain other subsidiaries. Issuance of short-term and
long-term debt and other securities by Ameren and issuance of debt having a
maturity of twelve months or less by AmerenCIPS, AmerenUE and AmerenCILCO are
subject to approval by the SEC under the PUHCA.
Generating Company is certified by the FERC as an "exempt wholesale
generator" under the Energy Policy Act of 1992 and as a result is not a "public
utility company" under the PUHCA. As an exempt wholesale generator, Generating
Company is exempt from most of the provisions of the PUHCA that otherwise would
apply to it as a subsidiary of a registered holding company. Issuance of
securities by Generating Company is not subject to approval by the SEC under the
PUHCA. The SEC has no jurisdiction over the sale of electricity by Generating
Company to affiliates or non-affiliates. The SEC may impose limitations on
Ameren in connection with its financing for the purpose of investing in exempt
wholesale generators and foreign utility companies if Ameren's aggregate
investment in those activities exceeds 50% of its consolidated retained
earnings. At December 31, 2002, Ameren's aggregate investment in those entities
was 23.7% of its consolidated retained earnings.
AmerenCIPS, AmerenUE and AmerenCILCO are subject to regulation by the ICC
and AmerenUE is also subject to regulation by the MoPSC as to rates, service,
issuance of equity securities, issuance of debt having a maturity of more than
twelve months, mergers, and various other matters. Generating Company is not
subject to regulation by the ICC or the MoPSC.
AmerenCIPS, AmerenUE, AmerenCILCO and Generating Company are also subject
to regulation by the FERC as to rates and charges in connection with the
wholesale sale of energy and transmission in interstate commerce, mergers,
affiliate transactions, and certain other matters. Issuance of short-term and
long-term debt by Generating Company is subject to approval by the FERC.
In many states, including Illinois, companies that sell electricity
directly to retail customers pursuant to state statutes and regulations must be
registered or licensed. Marketing Company has obtained "alternative retail
4
electricity supplier" status in Illinois and plans to seek comparable status in
other states where retail competition is developing. AmerenCILCO is an Illinois
electric utility, and as such, is permitted to provide power and energy on a
competitive basis to retail customers located outside its service territory.
Operation of AmerenUE's Callaway plant is subject to regulation by the
Nuclear Regulatory Commission. Its Facility Operating License expires on October
18, 2024. AmerenUE's Osage hydroelectric plant and AmerenUE's Taum Sauk
pumped-storage hydro plant, as licensed projects under the Federal Power Act,
are subject to FERC regulations affecting, among other things, the general
operation and maintenance of the projects. The license for the Osage Plant
expires on February 28, 2006, and the license for the Taum Sauk Plant expires on
June 30, 2010. We are currently seeking renewal of our Osage Plant license. Our
Keokuk Plant and dam located in the Mississippi River between Hamilton, Illinois
and Keokuk, Iowa, are operated under authority, unlimited in time, granted by an
Act of Congress in 1905.
For information on regulatory matters in these jurisdictions, including the
current status of electric transmission matters pending before the FERC, see
Regulatory Matters in Management's Discussion and Analysis of Financial
Condition and Results of Operations and Note 2 to our Consolidated Financial
Statements of the 2002 Annual Report pages incorporated herein by reference
under Items 7 and 8.
Environmental Matters
Certain of our operations are subject to federal, state and local
environmental regulations relating to the safety and health of personnel, the
public and the environment, including the identification, generation, storage,
handling, transportation, disposal, record keeping, labeling, reporting of and
emergency response in connection with hazardous and toxic materials, safety and
health standards, and environmental protection requirements, including standards
and limitations relating to the discharge of air and water pollutants. Failure
to comply with those statutes or regulations could have material adverse effects
on us, including the imposition of criminal or civil liability by regulatory
agencies or civil fines and liability to private parties, and the required
expenditure of funds to bring us into compliance. We believe we are in material
compliance with existing regulations.
The U.S. Environmental Protection Agency (EPA) issued a rule in October
1998 requiring 22 Eastern states and the District of Columbia to reduce
emissions of NOx in order to reduce ozone in the Eastern United States. Among
other things, the EPA's rule establishes an ozone season, which runs from May
through September, and a NOx emission budget for each state, including Illinois.
The EPA rule requires states to implement controls sufficient to meet their NOx
budget by May 31, 2004. Total capital expenditures to meet the AmerenCILCO NOx
emission requirements are estimated to be $123 million, of which $75 million was
expended through 2002. These costs include the installation of two Selective
Catalytic Reduction (SCR) units and combustion control modifications.
For additional discussion of environmental matters, including NOx credit
requirements, see Liquidity and Capital Resources in Management's Discussion and
Analysis of Financial Condition and Results of Operations and Note 14 to our
Consolidated Financial Statements of the 2002 Annual Report pages incorporated
by reference under Items 7 and 8.
FUEL SUPPLY FOR ELECTRIC GENERATING FACILITIES
Cost of Fuels Year
(Per Million BTU) -----------------------------------------------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
AmerenUE
Coal 91.352(cent) 98.228(cent) 96.004(cent) 100.685(cent) 100.015(cent)
Nuclear 38.051(cent) 37.184(cent) 40.269(cent) 46.552(cent) 48.803(cent)
Natural Gas (a) 340.689(cent) 402.546(cent) 429.354(cent) 243.315(cent) 226.572(cent)
Average - all fuels (b) 81.325(cent) 86.696(cent) 84.213(cent) 89.833(cent) 90.378(cent)
AmerenCIPS/Generating Company (c)
Coal 125.456(cent) 121.791(cent) 123.770(cent) 139.700(cent) 152.738(cent)
Natural Gas (a) 396.150(cent) 439.744(cent) - - -
Average - all fuels (b) 145.220(cent) 142.120(cent) 129.169(cent) 140.615(cent) 155.045(cent)
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(a) The fuel cost for natural gas represents the actual cost of natural
gas and variable costs for transportation, storage, balancing and fuel
losses for delivery to the plant. In addition, the fixed costs for
firm transportation and firm storage capacity are included to
calculate a "fully-loaded" fuel cost for the generating facilities.
Prior to 2001, the use of natural gas by AmerenCIPS and Generating
Company was minimal.
(b) Represents all fuels utilized in our electric generating facilities,
to the extent applicable, including coal, nuclear, natural gas, oil,
propane, tire chips, and handling.
(c) On May 1, 2000, all of AmerenCIPS' electric generating facilities and
related fuel supply agreements were transferred to Generating Company
(see General section above).
Coal
We have a policy of maintaining coal inventory consistent with our
historical usage. We may adjust levels based on uncertainties of supply due to
potential work stoppages, delays in coal deliveries, equipment breakdowns and
other factors. As of December 31, 2002 and 2001, approximately 59 days and 56
days, respectively, supply of coal was in inventory. For the year ended December
31, 2002, coal represented approximately 82% of our fuel supply.
Nuclear
The components of the nuclear fuel cycle required for nuclear generating
units are as follows:
o uranium;
o conversion of uranium into uranium hexafluoride;
o enrichment of uranium hexafluoride;
o conversion of enriched uranium hexafluoride into uranium dioxide and
the fabrication into nuclear fuel assemblies; and
o disposal and/or reprocessing of spent nuclear fuel.
We have agreements and/or inventories to fulfill AmerenUE's Callaway
nuclear plant needs for uranium, conversion, enrichment and fabrication
services. Such needs are satisfied through 2004, with the exception of
enrichment services. A supply of enrichment services for unfilled needs after
2004 is being pursued. Additional contracts will be entered into in order to
supply nuclear fuel during the remainder of the life of the plant, at prices
which cannot now be accurately predicted. The Callaway plant normally requires
refueling at 18-month intervals, and the next refueling is scheduled for the
spring of 2004. The Callaway plant is out of service for approximately one month
during a refueling.
For the year ended December 31, 2002, nuclear represented approximately 13%
of our fuel supply. See Note 15 to our Consolidated Financial Statements of the
2002 Annual Report pages incorporated herein by reference under Item 8 for
additional information.
Natural Gas
The combustion turbine generator equipment (CTs), which we placed into
commercial operation in 2002, 2001 and 2000 are fueled by natural gas or have
the capability to use natural gas or oil. We use natural gas to supply our
generating facilities during peak generating periods. Our natural gas
procurement strategy is designed to ensure reliable and immediate delivery of
natural gas by optimizing transportation, storage, and balancing options and
minimizing cost and price risk by structuring various supply agreements to
maintain access to multiple gas pools and supply basins and reducing the impact
of price volatility. For the year ended December 31, 2002, natural gas
represented approximately 2% of our fuel supply. For additional information on
CTs and related fuel matters, see Liquidity and Capital Resources and
Quantitative and Qualitative Disclosures About Market Risk in Management's
Discussion and Analysis of Financial Condition and Results of Operations and
Note 14 to our Consolidated Financial Statements of the 2002 Annual Report pages
incorporated herein by reference under Items 7 and 8.
Oil
The actual and prospective use of oil is minimal, and we have not
experienced and do not expect to experience difficulty in obtaining adequate
supplies. For the year ended December 31, 2002, oil represented approximately 1%
of our fuel supply.
For additional information on our fuel supply, see Results of Operations,
Liquidity and Capital Resources, Effects of Inflation and Changing Prices and
Quantitative and Qualitative Disclosures About Market Risk in
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Management's Discussion and Analysis of Financial Condition and Results of
Operations and Notes 1, 3, 14 and 15 to our Consolidated Financial Statements of
the 2002 Annual Report pages incorporated herein by reference under Items 7 and
8.
INDUSTRY ISSUES
We are facing issues common to the electric and gas utility industries.
These issues include:
o the potential for more intense competition;
o the potential for changes in the structure of regulation;
o changes in the structure of the industry as a result of changes in
federal and state laws, including the formation of unregulated
generating entities and regional transmission organizations;
o weak power prices due to overbuilt capacity and a weak economy;
o numerous troubled companies within the energy sector and their impact
on energy marketing and access to the capital markets;
o on-going consideration ofadditional changes of the industry by federal
and state authorities;
o continually developing environmental laws, regulations and issues,
including proposed new air quality standards;
o public concern about the siting of new facilities;
o proposals for demand-side management programs;
o public concerns about nuclear decommissioning and the disposal of
nuclear wastes; and
o global climate issues.
We are monitoring these issues and are unable to predict at this time what
impact, if any, these issues will have on our operations, financial condition or
liquidity. For additional information, see Outlook and Regulatory Matters in
Management's Discussion and Analysis of Financial Condition and Results of
Operations and Notes 2 and 14 to our Consolidated Financial Statements of the
2002 Annual Report pages incorporated herein by reference under Items 7 and 8.
OPERATING STATISTICS
The information on pages 66 and 67 in our 2002 Annual Report is
incorporated herein by reference.
AVAILABLE INFORMATION
We make available free of charge through our Internet website
(http://www.ameren.com) our annual report on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, and any amendments to those reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 as soon as reasonably practicable after we electronically file such
reports with, or furnish it to, the SEC. This information for AmerenCIPS,
AmerenUE, CILCORP, AmerenCILCO and Generating Company is also available through
our Internet website.
We also make available free of charge through our Internet website our code
of business conduct for our directors, officers and employees, referred to as
our Corporate Compliance Policy. This document is also available in print upon
written request to Secretary, P.O. Box 66149, St. Louis, Missouri 63166-6149.
ITEM 2. PROPERTIES.
For information on our principal properties, planned additions or
replacements and transfers, see the generating facilities tables below and
Liquidity and Capital Resources and Regulatory Matters in Management's
Discussion and Analysis of Financial Condition and Results of Operations and
Notes 2, 8 and 14 to our Consolidated Financial Statements of the 2002 Annual
Report pages incorporated herein by reference under Items 7 and 8. Future plans
regarding additional electric generating facilities referred to in the 2002
Annual Report are subject to change, including increasing or decreasing planned
or installed future generating capacity, based on market conditions, regulatory
approvals for additions, our results of operations and financial condition,
availability of financing and other factors determined by management.
7
We are a member of MAIN (Mid-America Interconnected Network), which is one
of the ten regional electric reliability councils organized for coordinating the
planning and operation of the nation's bulk power supply. MAIN operates
primarily in Wisconsin, Michigan, Illinois and Missouri.
Our bulk power system is operated as an Ameren-wide control area and
transmission system under the FERC-approved amended joint dispatch agreement
between AmerenUE, Generating Company and AmerenCIPS. The amended joint dispatch
agreement provides a basis upon which AmerenUE and Generating Company can
participate in the coordinated operation of AmerenCIPS' and AmerenUE's
transmission facilities with AmerenUE's and Generating Company's generating
facilities in order to achieve economies consistent with the provision of
reliable electric service and an equitable sharing of the benefits and costs of
that coordinated operation. In 2002, we had more than 30 interconnections for
transmission service and the exchange of electric energy, directly and through
the facilities of others. AmerenCILCO is currently expected to continue to
operate as a separate control area. As such, its generating plants will not be
jointly dispatched with the generating plants owned by AmerenUE and Generating
Company. AmerenCILCO is a transmission owning member of the Midwest Independent
System Operating (Midwest ISO) and has transferred functional control of its
system to the Midwest ISO. Transmission service on the AmerenCILCO transmission
system is provided pursuant to the terms of the Midwest ISO open access
transmission tariff on file with the FERC. For information on AmerenCIPS' and
AmerenUE's participation in the Midwest ISO, see Note 2 to our Consolidated
Financial Statements of the 2002 Annual Report pages incorporated herein by
reference under Item 8.
The following tables set forth information with respect to our electric
generating facilities and capability at the time of our expected 2003 peak
summer electrical demand:
AmerenUE Generating Facilities
------------------------------
Primary
Fuel Name of Net Kilowatt Net
Source Plant Location Capability(a) Heat Rate(l)
------- ------- -------- ------------- ------------
Coal Labadie Franklin County, MO 2,400,000 10,210
Rush Island Jefferson County, MO 1,187,000 10,580
Sioux St. Charles County, MO 959,000 9,700
Meramec St. Louis County, MO 816,000 11,206
-----------
Total Coal 5,362,000
Nuclear Callaway Callaway County, MO 1,136,000 10,494
Hydro Osage Lakeside, MO 226,000 N/A
Keokuk Keokuk, IA 134,000 N/A
-----------
Total Hydro 360,000
Pumped-
storage Taum Sauk Reynolds County, MO 440,000 N/A
Oil Venice CT(b) 1 Venice, IL 25,000 14,380
Howard Bend CT St. Louis County, MO 43,000 11,899
Fairgrounds CT Jefferson City, MO 55,000 11,100
Mexico CT Mexico, MO 55,000 11,100
Moberly CT Moberly, MO 55,000 11,100
Moreau CT Jefferson City, MO 55,000 11,100
Meramec CT 1 St. Louis County, MO 55,000 11,100
-------------
Total Oil 343,000
8
AmerenUE Generating Facilities (Continued)
------------------------------------------
Primary
Fuel Name of Net Kilowatt Net
Source Plant Location Capability(a) Heat Rate(l)
------- ------- -------- ------------- ------------
Natural Kirksville CT Kirksville, MO 13,000 18,811
Gas Viaduct CT Cape Girardeau, MO 25,000 15,137
Meramec CT 2 (c) St. Louis County, MO 53,000 12,031
Venice CT 2 Venice, IL 48,000 9,800
Peno Creek CTs 1
through 4(d) Bowling Green, MO 188,000 10,878
-------------
Total Natural Gas 327,000
TOTAL 7,968,000(e)
Electric Energy, Inc. Generating Facilities(m)
----------------------------------------------
Primary
Fuel Name of Net Kilowatt Net
Source Plant Location Capability(a) Heat Rate(l)
------- ------- -------- ------------- ------------
Coal Joppa Generating Station Joppa, IL 600,000 10,347
Natural Joppa (Units 4-5) Joppa, IL 44,000 12,200
Gas -------------
TOTAL 644,000
Generating Company Generating Facilities
----------------------------------------
Primary
Fuel Name of Net Kilowatt Net
Source Plant Location Capability(a) Heat Rate(l)
------- ------- -------- ------------- ------------
Coal Newton(f) Newton, IL 1,134,000 10,403
Coffeen(f) Coffeen, IL 900,000 10,368
Hutsonville(f)
(Units 3 & 4) Hutsonville, IL 153,000 10,371
Meredosia(f)
(Unit 3) Meredosia, IL 215,000 11,063
-----------
Total Coal 2,402,000
Oil Meredosia(f)
(Unit 4) Meredosia, IL 186,000 11,186
Hutsonville(f)
(Diesel) Hutsonville, IL 3,000 11,408
-------------
Total Oil 189,000
Natural Gibson City CTs 1 & 2(c) Gibson City, IL 234,000 11,490
Gas Pinckneyville CTs
1 through 8 Pinckneyville, IL 320,000 10,921
Kinmundy CTs 1 & 2(c) Kinmundy, IL 232,000 11,488
Grand Tower CTs 1 & 2(g) Grand Tower, IL 516,000 7,515
Joppa 7B CTs 1, 2 & 3(h) Joppa, IL 162,000 11,550
Elgin CTs 1 through 4 Elgin, IL 468,000 11,488
Columbia CTs
1 through 4 Columbia, MO 140,000 12,298
-----------
Total Natural Gas 2,072,000
TOTAL 4,663,000(e, i)
9
AmerenCILCO Generating Facilities
---------------------------------
Primary
Fuel Name of Net Kilowatt Net
Source Plant Location Capability(a) Heat Rate(l)
------- ------- -------- ------------- ------------
Coal Duck Creek Canton, IL 366,000 10,018
E.D. Edwards
(Units 1-3) Bartonville, IL 740,000 9,863
-------------
Total Coal 1,106,000
Oil Kickapoo (Units 1-8) Lincoln, IL 13,000 10,388
Hallock (Units 1-8) Peoria, IL 13,000 5,300
--------------
Total Oil 26,000
Natural Sterling CTs (Units 1 & 2) Peoria, IL 30,000 14,385
Gas Indian Trails (Co-Gen) Pekin, IL 10,000 10,018
----------
Total Gas 40,000
TOTAL 1,172,000
AmerenEnergy Medina Valley Co-Generating Facilities
---------------------------------------------------
Primary
Fuel Name of Net Kilowatt Net
Source Plant Location Capability(a) Heat Rate(l)
------- ------- -------- ------------- ------------
Natural Medina Valley (Co-Gen) Mossville, IL 38,000 5,322
Gas
(a) "Net Kilowatt Capability" represents generating capacity available for
dispatch from the facility into the electric transmission grid.
(b) The abbreviation "CT" represents combustion turbine generating unit.
(c) CT has the capability of operating on either oil or natural gas (dual
fuel).
(d) For information regarding a lease arrangement applicable to these CTs,
see Note 8 to our Consolidated Financial Statements of the 2002 Annual
Report pages incorporated herein by reference under Item 8.
(e) Approximately 550 megawatts of generating capacity (Pinckneyville CTs
1 through 8 and Kinmundy CTs 1 and 2) are expected to be sold by
Generating Company to AmerenUE subject to receipt of necessary
regulatory approvals.
(f) Facilities were transferred to Generating Company by AmerenCIPS on May
1, 2000 (see Item 1. Business - General above).
(g) The Grand Tower Plant, which was a coal plant transferred to
Generating Company by AmerenCIPS on May 1, 2000, has been repowered
with two gas-fired CTs.
(h) These CTs are owned by Generating Company and leased to its parent,
AmerenEnergy Development Company. The operating lease is for a minimum
term of 15 years expiring September 30, 2015. Generating Company
receives rental payments under the lease in fixed monthly amounts that
vary over the term of the lease and range from $0.8 - $1.0 million.
(i) Excludes approximately 126 megawatts of two coal-fired generating
units at Generating Company's Meredosia facility which were mothballed
in December 2002.
(j) We acquired ownership of these generating plants with our acquisition
of CILCORP from AES on January 31, 2003.
(k) We acquired ownership of this generating plant with our acquisition of
AES Medina Valley Cogen (No. 4), LLC from AES on February 4, 2003.
10
(l) "Net Heat Rate" represents the amount of energy to produce a given
unit of output and is expressed as BTU per kilowatthour.
(m) Ameren owns a 60% ownership interest in EEI.
As of December 31, 2002, AmerenCIPS owned approximately 1,900 circuit miles
of electric transmission lines. AmerenCIPS operates one propane-air plant, four
underground gas storage fields and approximately 4,900 miles of natural gas
transmission and distribution mains. As of December 31, 2002, AmerenUE owned
approximately 3,200 circuit miles of electric transmission lines. AmerenUE
operates three propane-air plants and 2,900 miles of gas mains. As of December
31, 2002, AmerenCILCO owned approximately 333 circuit miles of electric
transmission lines. AmerenCILCO operates two underground gas storage fields and
approximately 3,674 miles of gas transmission and distribution mains. Other
properties of the companies include distribution lines, underground cable,
office buildings, warehouses, garages and repair shops.
Substantially all of the properties and plant of AmerenCIPS, AmerenUE and
AmerenCILCO are subject to the direct first liens of the indentures securing
their first mortgage bonds. On May 1, 2000, AmerenCIPS transferred all of its
generating facilities and related assets to Generating Company. As a part of
this transfer, AmerenCIPS' generating property and plant were released from the
lien of the indenture securing its first mortgage bonds and such property and
plant are presently unencumbered. For additional information on this asset
transfer, see General section under Item 1. Business herein. During 2003,
AmerenCILCO plans to transfer substantially all of its generating facilities and
related assets to its non rate-regulated electric generating subsidiary, Central
Illinois Generation, Inc. (CIGI). CIGI was incorporated in Illinois in November
2001 in conjunction with the Illinois Law. As part of the transfer,
AmerenCILCO's generating property and plant will be released from the lien of
the indenture securing its first mortgage bonds.
We indirectly own 60% of the common stock of EEI, which owns and/or
operates electric generation and transmission facilities in Illinois that supply
electric power primarily to a uranium enrichment plant located in Paducah,
Kentucky. AmerenUE owns 40% of the common stock of EEI, and Resources Company
owns 20% of such stock. On April 30, 2002, AmerenCIPS transferred their 20%
common stock interest in EEI to Ameren in the form of a non-cash dividend of
common stock in EEI. The book value of AmerenCIPS investment in EEI was $1.8
million. Subsequently, Ameren contributed such stock to Resources Company. This
transfer completed the process of achieving a full divestiture of all electric
generating capacity that had been owned directly or indirectly by AmerenCIPS
pursuant to restructuring of the Illinois power industry. The remaining 40% of
the common stock of EEI is held 20% each by Kentucky Utilities Company and
Illinova Generating Company.
ITEM 3. LEGAL PROCEEDINGS.
We are involved in legal and administrative proceedings before various
courts and agencies with respect to matters arising in the ordinary course of
business, some of which involve substantial amounts. We believe that the final
disposition of these proceedings, except as otherwise noted in the 2002 Annual
Report pages incorporated herein by reference under Items 7 and 8, will not have
a material adverse effect on our financial position, results of operations or
liquidity.
Waste Disposal
On July 30, 2002, the Illinois Attorney General's Office advised us that it
would be commencing an enforcement action concerning an inactive waste disposal
site near Coffeen, Illinois, which is the location of a disposal facility
permitted by the Illinois Environmental Protection Agency to receive fly ash
from the Coffeen power plant. The Illinois Attorney General also notified the
disposal facility's current and former owners as to the proposed enforcement
action. The Attorney General advised that it may initiate an action under CERCLA
to recover past costs incurred at the site (approximately $0.3 million) and to
obtain a declaratory judgment as to liability for future costs. Neither
Generating Company, the current owner of the Coffeen power plant, nor
AmerenCIPS, the prior owner of the Coffeen power plant, owned or operated the
disposal facility. We believe that this matter will not have a material adverse
effect on Ameren's financial position, results of operations or liquidity.
Marketing Company - AmerenUE Power Supply Agreements
In order to satisfy AmerenUE's regulatory load requirements for 2001 and
2002, AmerenUE purchased, under a one-year contract 450 megawatts of capacity
and energy (the 2001 Marketing Company - AmerenUE agreement) and 200 megawatts
of capacity and energy (the 2002 Marketing Company - AmerenUE agreement) from
Marketing Company. These agreements were entered into through a competitive
bidding process and reflected market-based
11
rates. Generating Company supplied the power for these agreements under its
power supply agreement with Marketing Company.
The FERC accepted the 2001 Marketing Company - AmerenUE agreement as filed.
The 2002 Marketing Company - AmerenUE agreement was set for hearing to determine
that the contract terms were just and reasonable. On March 12, 2003, a
settlement between Marketing Company and the FERC Staff was approved by the FERC
effectively resolving all issues concerning the 2002 Marketing Company -
AmerenUE agreement set for hearing. While the FERC order contains a standard
refund report requirement, no refunds are due under the settlement as approved.
In May 2001 and May 2002, the MoPSC filed complaints with the SEC relating
to these agreements. While the complaints were pending, the MoPSC and AmerenUE
reached an agreement for resolving these disputes. The agreement requires us to
not enter into any new contracts to purchase wholesale electric energy from any
Ameren affiliate that is an exempt wholesale generator without first obtaining,
on a timely basis, the determinations required of the MoPSC that are specified
in Section 32(k) of PUHCA. However, this commitment did not prevent us from
completing the purchases contemplated by the 2001 and 2002 Marketing Company -
AmerenUE agreements and does not prevent us from making short term energy
purchases (less than 90 days) from an Ameren affiliate, without prior MoPSC
determination, to prevent or alleviate system emergencies. As part of this
agreement, the MoPSC has agreed to terminate its SEC complaints.
Regional Transmission Organization (RTO)
For information on our participation in a RTO, see Note 2 to our
Consolidated Financial Statements of the 2002 Annual Report pages incorporated
herein by reference under Item 8. GridAmerica is scheduled to become operational
in spring 2003. Our participation in GridAmerica is subject to MoPSC approval.
An order from the MoPSC is expected during the third quarter of 2003.
For additional information on legal and administrative proceedings, see
Rates and Regulation under Item 1 herein and Liquidity and Capital Resources and
Regulatory Matters in Management's Discussion and Analysis of Financial
Condition and Results of Operations and Notes 2, 14 and 18 to our Consolidated
Financial Statements of the 2002 Annual Report pages incorporated herein by
reference under Items 7 and 8.
FORWARD-LOOKING STATEMENTS
Statements made in this report which are not based on historical facts, are
"forward-looking" and, accordingly, involve risks and uncertainties that could
cause actual results to differ materially from those discussed. Although such
"forward-looking" statements have been made in good faith and are based on
reasonable assumptions, there is no assurance that the expected results will be
achieved. These statements include (without limitation) statements as to future
expectations, beliefs, plans, strategies, objectives, events, conditions, and
financial performance. In connection with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we are providing this
cautionary statement to identify some important factors that could cause actual
results to differ materially from those anticipated. The following factors, in
addition to those discussed elsewhere in this report and in subsequent
securities filings, could cause results to differ materially from management
expectations as suggested by such "forward-looking" statements:
o the effects of the stipulation and agreement relating to the AmerenUE
Missouri electric excess earnings complaint case and other regulatory
actions, including changes in regulatory policy;
o changes in laws and other governmental actions, including monetary and
fiscal policies;
o the impact on us of current regulations related to the opportunity for
customers to choose alternative energy suppliers in Illinois;
o the effects of increased competition in the future due to, among other
things, deregulation of certain aspects of our business at both the state
and federal levels;
o the effects of participation in a FERC approved Regional Transmission
Organization, including activities associated with the Midwest Independent
System Operator;
o availability and future market prices for fuel and purchased power,
electricity and natural gas, including the use of financial and derivative
instruments and volatility of changes in market prices;
o the cost of commodities, such as natural gas, used in the production of
electricity and our ability to recover such increased cost;
o average rates for electricity in the Midwest;
12
o business and economic conditions;
o the impact of the adoption of new accounting standards on the application
of appropriate technical accounting rules and guidance;
o interest rates and the availability of capital;
o actions of rating agencies and the effects of such actions;
o weather conditions;
o generation plant construction, installation and performance;
o operation of nuclear power facilities and decommissioning costs;
o the effects of strategic initiatives, including acquisitions and
divestitures;
o the impact of current environmental regulations on utilities and generating
companies and the expectation that more stringent requirements will be
introduced over time, which could potentially have a negative financial
effect;
o future wages and employee benefits costs including changes in returns of
benefit plan assets;
o disruptions of the capital markets or other events making our access to
necessary capital more difficult or costly;
o competition from other generating facilities including new facilities that
may be developed in the future;
o difficulties in integrating CILCO with Ameren's other businesses;
o changes in the coal markets, environmental laws or regulations or other
factors adversely impacting synergy assumptions in connection with the
CILCORP acquisition;
o cost and availability of transmission capacity for the energy generated by
our generating facilities or required to satisfy energy sales made by
Ameren; and
o legal and administrative proceedings.
Given these uncertainties, undue reliance should not be placed on these
"forward-looking" statements. Except to the extent required by federal
securities laws, we undertake no obligation to publicly update or revise any
"forward-looking" statements, whether as a result of new information, future
events or otherwise.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
fourth quarter of 2002.
INFORMATION REGARDING EXECUTIVE OFFICERS REQUIRED BY ITEM 401(b) OF REGULATION
S-K:
Date First Elected
Age At Present Position and or Appointed to
Name 12/31/02 Business Experience Present Position
---- -------- -------------------- ------------------
Ameren Corporation
- ------------------
Charles W. Mueller 64 Chairman,
Chief Executive Officer, 12/31/97
and Director
Mr. Mueller began his career with AmerenUE in 1961 as an engineer. He was named
Treasurer in 1978, Vice President-Finance in 1983, Senior Vice President -
Administrative Services in 1988, President in 1993 and Chief Executive Officer
in 1994. Mr. Mueller was elected Chairman, President and Chief Executive Officer
of Ameren in 1997. He relinquished his position as President of Ameren and
AmerenUE in 2001. Mr. Mueller is also an officer at various of our other
subsidiaries.
Gary L. Rainwater 56 President and
Chief Operating Officer 8/30/01
Mr. Rainwater began his career with AmerenUE in 1979 as an engineer. He was
named General Manager - Corporate Planning in 1988 and Vice President in 1993.
Mr. Rainwater was elected Executive Vice President of AmerenCIPS in January 1997
and was named to his present position as President and Chief Operating Officer
of AmerenCIPS in December 1997. He was elected President and Chief Operating
Officer of Ameren in 2001. Mr. Rainwater is also an officer at various of our
other subsidiaries.
13
Warner L. Baxter 41 Senior Vice President 8/30/01
(Principal Financial Officer)
From 1983 to 1995, Mr. Baxter was employed by Price Waterhouse (now
PricewaterhouseCoopers LLP). Mr. Baxter joined AmerenUE in 1995 as Assistant
Controller. He was promoted to Controller of AmerenUE in 1996 and was elected
Vice President and Controller of AmerenUE and Ameren in 1998. Mr. Baxter was
elected to his present position at Ameren in 2001. Mr. Baxter is also an officer
at various of our other subsidiaries.
Jerre E. Birdsong 48 Vice President 10/12/01
and Treasurer 4/23/96
Mr. Birdsong joined AmerenUE in 1977 as an economist. He was promoted to
Assistant Treasurer in 1984, Manager of Finance in 1989 and in 1993 was
appointed as Treasurer of AmerenUE. He was elected Treasurer of Ameren in 1996.
In addition to being Treasurer, he was elected to the position of Vice President
in 2001. Mr. Birdsong is also an officer at various of our other subsidiaries.
Martin J. Lyons 36 Vice President 2/14/03
and Controller 10/22/01
(Principal Accounting Officer)
Mr. Lyons was appointed as Controller of Ameren in October 2001. In addition to
being Controller, he was elected to the position of Vice President in 2003. He
was previously employed by PricewaterhouseCoopers LLP for 13 years, most
recently as a partner. Mr. Lyons is also an officer at various of our other
subsidiaries.
Steven R. Sullivan 42 Vice President Regulatory Policy,
General Counsel 7/1/98
and Secretary 9/1/98
Mr. Sullivan was elected Vice President, General Counsel and Secretary of Ameren
in 1998. He was previously employed by Anheuser Busch Companies, Inc. as an
attorney from 1995 to 1998. Mr. Sullivan is also an officer at various of our
other subsidiaries.
Date First Elected
Age At Present Position and or Appointed to
Name 12/31/02 Business Experience Present Position
---- -------- -------------------- ------------------
AmerenUE (Subsidiary)
- ---------------------
Charles W. Mueller 64 Chairman, 8/30/01
Chief Executive Officer, 1/1/94
and Director 6/11/93
Gary L. Rainwater 56 President and Chief Operating 8/30/01
Officer and Director 4/28/98
Paul A. Agathen 55 Senior Vice President 10/12/01
and Director 4/28/98
Warner L. Baxter 41 Senior Vice President 8/30/01
and Director 4/22/99
Daniel F. Cole 49 Senior Vice President 7/12/99
Garry L. Randolph 54 Senior Vice President 10/16/00
Thomas R. Voss 55 Senior Vice President 6/1/99
and Director 10/25/01
David A. Whiteley 46 Senior Vice President 8/30/01
Ronald D. Affolter 49 Vice President 10/16/00
14
Jerre E. Birdsong 48 Vice President 10/12/01
and Treasurer 7/1/93
Martin J. Lyons 36 Vice President 2/14/03
and Controller 10/22/01
Michael J. Montana* 56 Vice President 7/1/88
Charles D. Naslund 50 Vice President 2/1/99
William C. Shores* 64 Vice President 7/1/88
Steven R. Sullivan 42 Vice President Regulatory Policy,
General Counsel 7/1/98
and Secretary 9/1/98
Ronald C. Zdellar 58 Vice President 9/1/02
Date First Elected
Age At Present Position and or Appointed to
Name 12/31/02 Business Experience Present Position
---- -------- -------------------- ------------------
AmerenCIPS (Subsidiary)
- -----------------------
Gary L. Rainwater 56 President and Chief Operating 1/1/98
Officer and Director 12/2/97
Paul A. Agathen 55 Senior Vice President 10/12/01
and Director 12/31/97
Warner L. Baxter 41 Senior Vice President 8/30/01
and Director 4/22/99
Daniel F. Cole 49 Senior Vice President 10/12/01
Garry L. Randolph 54 Senior Vice President 10/12/01
Thomas R. Voss 55 Senior Vice President 6/1/99
and Director 10/12/01
David A. Whiteley 46 Senior Vice President 10/12/01
Jerre E. Birdsong 48 Vice President 10/12/01
and Treasurer 12/31/97
J. L. Davis 55 Vice President 2/1/03
Martin J. Lyons 36 Vice President 2/14/03
and Controller 10/22/01
Michael J. Montana* 56 Vice President 4/28/98
Gilbert W. Moorman* 59 Vice President 6/1/88
Craig D. Nelson 49 Vice President 4/28/98
Steven R. Sullivan 42 Vice President Regulatory Policy,
General Counsel
and Secretary 11/7/98
15
Date First Elected
Age At Present Position and or Appointed to
Name 12/31/02 Business Experience Present Position
---- -------- -------------------- ------------------
Ameren Services Company Subsidiary)
- -----------------------------------
Charles W. Mueller 64 Chairman, 8/30/01
Chief Executive Officer, 11/4/97
and Director
Gary L. Rainwater 56 President and Chief Operating 8/30/01
Offier and Director 4/25/00
Paul A. Agathen 55 Senior Vice President 12/31/97
and Director 4/27/99
Warner L. Baxter 41 Senior Vice President 8/30/01
and Director 4/25/00
Daniel F. Cole 49 Senior Vice President 6/1/99
Thomas R. Voss 55 Senior Vice President 6/1/99
and Director 10/25/01
David A. Whiteley 46 Senior Vice President 8/30/01
Jerre E. Birdsong 48 Vice President 10/12/01
and Treasurer 12/31/97
Mark C. Birk 38 Vice President 2/14/03
Charles A. Bremer 58 Vice President 12/31/97
J. L. Davis 55 Vice President 12/31/97
Martin J. Lyons 36 Vice President 2/14/03
and Controller 10/22/01
Richard J. Mark 47 Vice President 1/2/02
Donna K. Martin 55 Vice President 5/15/02
Michael L. Menne 48 Vice President 9/1/02
Michael J. Montana* 56 Vice President 2/31/97
Michael G. Mueller 39 Vice President 9/18/00
Craig D. Nelson 49 Vice President 2/31/97
Gregory L. Nelson 45 Vice President 2/16/99
J. Kay Smith 57 Vice President 7/1/99
Steven R. Sullivan 42 Vice President Regulatory Policy,
General Counsel 7/1/98
and Secretary 9/1/98
Samuel E. Willis 58 Vice President 12/31/97
16
Ronald C. Zdellar 58 Vice President 12/31/97
Date First Elected
Age At Present Position and or Appointed to
Name 12/31/02 Business Experience Present Position
---- -------- -------------------- ------------------
AmerenEnergy, Inc. (Subsidiary)
- -------------------------------
Daniel F. Cole 49 President 1/1/03
Jerre E. Birdsong 48 Vice President 10/12/01
and Treasurer 9/15/98
Clarence J. Hopf 46 Vice President 6/14/99
Steven R. Sullivan 42 Vice President Regulatory Policy,
General Counsel
and Secretary 9/15/98
Date First Elected
Age At Present Position and or Appointed to
Name 12/31/02 Business Experience Present Position
---- -------- -------------------- ------------------
AmerenEnergy Resources Company (Subsidiary)
- -------------------------------------------
Daniel F. Cole 49 President 8/30/01
and Director 9/15/99
Jerre E. Birdsong 48 Vice President 10/12/01
and Treasurer 9/15/99
R. Alan Kelley 50 Vice President 11/13/00
Michael L. Moehn 33 Vice President 9/1/02
Steven R. Sullivan 42 Vice President Regulatory Policy,
General Counsel
and Secretary 9/15/99
Date First Elected
Age At Present Position and or Appointed to
Name 12/31/02 Business Experience Present Position
---- -------- -------------------- ------------------
AmerenEnergy Generating Company (Subsidiary)
- --------------------------------------------
Daniel F. Cole 49 President 8/30/01
and Director 3/2/00
Paul A. Agathen 55 Senior Vice President 10/12/01
and Director 3/2/00
Warner L. Baxter 41 Senior Vice President 8/30/01
and Director 10/25/01
R. Alan Kelley 50 Senior Vice President 3/2/00
Garry L. Randolph 54 Senior Vice President 10/12/01
17
Date First Elected
Age At Present Position and or Appointed to
Name 12/31/02 Business Experience Present Position
---- -------- -------------------- ------------------
AmerenEnergy Generating Company
(Subsidiary) (Continued)
- -------------------------------
Thomas R. Voss 55 Senior Vice President 10/12/01
David A. Whiteley 46 Senior Vice President 10/12/01
Jerre E. Birdsong 48 Vice President 10/12/01
and Treasurer 3/2/00
Martin J. Lyons 36 Vice President 2/14/03
and Controller 10/22/01
Michael J. Montana* 56 Vice President 11/6/00
Robert L. Powers 54 Vice President 7/5/00
Jerry L. Simpson 46 Vice President 3/2/00
Steven R. Sullivan 42 Vice President Regulatory Policy,
General Counsel
and Secretary 3/2/00
Date First Elected
Age At Present Position and or Appointed to
Name 12/31/02 Business Experience Present Position
---- -------- -------------------- ------------------
AmerenEnergy Fuels and
Services Company (Subsidiary)
- -----------------------------
Daniel F. Cole 49 President 8/30/01
and Director 9/18/00
Warner L. Baxter 41 Senior Vice President 8/30/01
and Director 10/25/01
Jerre E. Birdsong 48 Vice President 10/12/01
and Treasurer 9/18/00
Martin J. Lyons 36 Vice President 2/14/03
and Controller 10/22/01
Michael G. Mueller 39 Vice President 9/18/00
Steven R. Sullivan 42 Vice President Regulatory Policy,
General Counsel
and Secretary 9/18/00
* These individuals retired in 2003.
All officers are elected or appointed annually by the respective Board of
Directors of such company following the election of such Board at the annual
meetings of shareholders. There are no family relationships between the
foregoing officers of Ameren except that Charles W. Mueller is the father of
Michael G. Mueller. Except for Gregory L. Nelson, Steven R. Sullivan, Martin J.
Lyons, Richard J. Mark, Michael L. Moehn and Donna K. Martin each of the
above-named executive officers has been employed by us for more than five years
in executive or
18
management positions. Mr. Nelson was previously employed as a tax attorney by
the law firm of Thelen Reid & Priest LLP; Mr. Sullivan as an attorney by
Anheuser Busch Companies, Inc.; Mr. Lyons as an accountant by
PricewaterhouseCoopers LLP; Mr. Mark as Chief Executive Officer of St. Mary's
Hospital by Ancilla Systems, Incorporated; Mr. Moehn as an accountant by
PricewaterhouseCoopers LLP; and Ms. Martin in human resources by Faulding
Pharmaceuticals.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS.
Information required to be reported by this item is included under Common
Stock and Dividend Information on Page 69 of the 2002 Annual Report and is
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
Information for the 1998-2002 period required to be reported by this item
is included on Page 65 of the 2002 Annual Report and is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Information required to be reported by this item is included on Pages 17
through 34 of the 2002 Annual Report and is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Information required to be reported by this item is included in
Management's Discussion and Analysis of Financial Condition and Results of
Operations on Pages 31 through 34 and Notes 3 and 16 to our Consolidated
Financial Statements on Pages 46 and 47 and Pages 62 and 63, respectively, of
the 2002 Annual Report and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our financial statements on Pages 35 through 64, the report thereon of
PricewaterhouseCoopers LLP appearing on Page 16 and the Selected Quarterly
Information on Page 67 of the 2002 Annual Report are incorporated herein by
reference.
Since the acquisition of CILCORP and CILCO on January 31, 2003, we have
been conducting a review of their financial statements. As a result of this
ongoing review, revenue, operating income, net income from continuing
operations, and total assets for 2002 and 2001 may change from the disclosure
made on Page 64 of the 2002 Annual Report in Note 18 - Subsequent Event to our
Consolidated Financial Statements. CILCORP and AmerenCILCO intend to file a Form
12b-25 with the SEC on April 1, 2003 and file their respective Annual Reports on
Form 10-K within 15 calendar days of March 31, 2003. You should refer to these
filings, for any changes to revenue, operating income, net income from
continuing operations, and total assets, which are expected to be noncash, and
will have no impact on the financial statements of Ameren or the assumptions
upon which the CILCORP acquisition was based.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
19
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information concerning directors required to be reported by this item is
included under Item (1): Election of Directors in our 2003 definitive proxy
statement filed pursuant to Regulation 14A and is incorporated herein by
reference.
Information concerning executive officers required by this item is reported
in Part I of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION.
Information required to be reported by this item is included under
Executive Compensation in our 2003 definitive proxy statement filed pursuant to
Regulation 14A and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Equity Compensation Plan Information
The following table provides information as of December 31, 2002 with
respect to the shares of our common stock that may be issued under our existing
equity compensation plan.
Number of Securities to Number of Securities Remaining
be Issued upon Exercise Weighted Average Exercise Available for Future Issuance
of Outstanding Options, Price of Outstanding Under Equity Compensation
Plan Category Warrants and Rights Options, Warrants and Rights Plans
- ----------------------------- -------------------------- ----------------------------- --------------------------------
Equity Compensation Plans
Approved by Securityholders
(a)...... 1,977,453 $35.0965 1,285,472(b)
Equity Compensation Plans
Not Approved by
Securityholders......... ------ ------ ------
- ----------------------------- -------------------------- ----------------------------- --------------------------------
Total...................... 1,977,453 $35.0965 1,285,472
- ----------------------------- -------------------------- ----------------------------- --------------------------------
(a) Consists of the Ameren Corporation Long-Term Incentive Plan of 1998
which was approved by shareholders in April 1998 and expires on April
1, 2008.
(b) Excludes an aggregate of 449,422 restricted shares of our common stock
issued under the Ameren Corporation Long-Term Incentive Plan of 1998
in 2001, 2002 and 2003.
Additional information required to be reported by this item is included
under Security Ownership in our 2003 definitive proxy statement filed pursuant
to Regulation 14A and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required to be reported by this item is included under Item
(1): Election of Directors in our 2003 definitive proxy statement filed pursuant
to Regulation 14A and is incorporated herein by reference.
ITEM 14. CONTROLS AND PROCEDURES
Within 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rule 13a-14 under
20
the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relating to Ameren which is required to be included in our
periodic SEC filings.
There have been no significant changes in our internal controls or in other
factors which could significantly affect internal controls subsequent to the
date we carried out our evaluation.
21
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(A) Financial Statements:
(1) Financial Statements of Ameren Corporation which are required to be
filed by Item 8 of this report
Page From 2002
Annual Report (a)
------------------
Report of Independent Accountants..................................................... 16
Consolidated Statement of Income - Years Ended December 31, 2002, 2001, and 2000 35
Consolidated Balance Sheet - December 31, 2002 and 2001............................... 36
Consolidated Statement of Cash Flows - Years Ended December 31, 2002, 2001, and 2000 37
Consolidated Statement of Common Shareholders' Equity
- Years Ended December 31, 2002, 2001, and 2000.................................... 38
Notes to Consolidated Financial Statements............................................ 39-64
(a) Incorporated by reference from the indicated pages of the 2002
Annual Report.
(2) Financial Statement Schedule
The following schedule, for the years ended December 31, 2002,
2001 and 2000, should be read in conjunction with the
aforementioned financial state- ments (schedules not included have
been omitted because they are not applicable or the required data
is shown in the aforementioned financial statements).
Pages Herein
------------
Report of Independent Accountants on Financial
Statement Schedule............................................................. 30
Valuation and Qualifying Accounts (Schedule II)................................... 31
(3) Exhibits filed with this report are listed on the Exhibit Index
(B) Reports on Form 8-K
We filed a report on Form 8-K dated December 10, 2002, providing
(i) updated information as to regulatory agency approvals of the
CILCORP acquisition; (ii) the results of a voluntary retirement
program and a related fourth quarter after tax charge to
earnings; (iii) information regarding pension funding; (iv)
generating plant closure information and a related fourth quarter
after-tax charge to earnings; (v) updated information about FERC
proceedings relating to the formation and operation of
GridAmerica LLC as an independent transmission company within the
Midwest Independent System Operator; (vi) a description of our
comments to the FERC regarding its standard market design notice
of proposed rule making; (vii) a discussion of risks associated
with our access to capital markets; (viii) information on our
agreement to sell additional shares of common stock in early
2003; and (ix) the status of our labor agreements.
22
(C) Exhibits
Exhibit No. Description
----------- -----------
2.1 Stock purchase agreement, dated as of April 28, 2002, by and
between The AES Corporation (AES) and Ameren (March 31, 2002
Form 10-Q, Exhibit 2.1).
2.2 Membership Interest Purchase Agreement, dated as of April
28, 2002, by and between AES and Ameren (March 31, 2002 Form
10-Q, Exhibit 2.2).
3.1(i) Restated Articles of Incorporation of Ameren (File No.
33-64165, Annex F).
3.2(i) Certificate of Amendment to Ameren's Restated Articles of
Incorporation filed with the Secretary of State of the State
of Missouri on December 14, 1998 (1998 Form 10-K, Exhibit
3(i)).
3.3(ii) By-Laws of Ameren as amended to December 31, 1997 (1997 Form
10-K, Exhibit 3(ii)).
4.1 Indenture of Mortgage and Deed of Trust of AmerenUE dated
June 15, 1937 (AmerenUE Mortgage), as amended May 1, 1941,
and Second Supplemental Indenture dated May 1, 1941 (File
No. 2-4940, Exhibit B-1).
4.2 Supplemental Indentures to the AmerenUE Mortgage
Dated as of File Reference Exhibit No.
----------- -------------- -----------
April 1, 1971 AmerenUE Form 8-K, April 1971 6
February 1, 1974 AmerenUE Form 8-K, February 1974 3
July 7, 1980 2-69821 4.6
December 1, 1991 33-45008 4.4
December 4, 1991 33-45008 4.5
January 1, 1992 AmerenUE Form 10-K, 1991 4.6
October 1, 1992 AmerenUE Form 10-K, 1992 4.6
December 1, 1992 AmerenUE Form 10-K, 1992 4.7
February 1, 1993 AmerenUE Form 10-K, 1992 4.8
May 1, 1993 AmerenUE Form 10-K, 1993 4.6
August 1, 1993 AmerenUE Form 10-K, 1993 4.7
October 1, 1993 AmerenUE Form 10-K, 1993 4.8
January 1, 1994 AmerenUE Form 10-K, 1993 4.9
February 1, 2000 AmerenUE Form 10-K, 2000 4.1
August 15, 2002 AmerenUE Form 8-K, August 22, 2002 4.3
March 5, 2003 AmerenUE Form 8-K, March 10, 2003 4.4
4.3 Indenture (for unsecured subordinated debt securities) of
AmerenUE dated as of December 1, 1996 (AmerenUE 1996 Form
10-K, Exhibit 4.36).
4.4 Loan Agreement dated as of December 1, 1991 between the
State Environmental Improvement and Energy Resources
Authority and AmerenUE, together with Indenture of Trust
dated as of December 1, 1991 between the Authority and UMB
Bank, N.A. as successor trustee to Mercantile Bank of St.
Louis, N.A. (AmerenUE 1992 Form 10-K, Exhibit 4.37).
4.5 Loan Agreement dated as of December 1, 1992, between the
State Environmental Improvement and Energy Resources
Authority and AmerenUE, together with Indenture of Trust
dated as of December 1, 1992 between the Authority and UMB
Bank, N.A. as successor trustee to Mercantile Bank of St.
Louis, N.A. (AmerenUE 1992 Form 10-K, Exhibit 4.38).
4.6 Fuel Lease dated as of February 24, 1981 between AmerenUE,
as lessee, and Gateway Fuel Company, as lessor, covering
nuclear fuel (AmerenUE 1980 Form 10-K, Exhibit 10.20).
23
Exhibit No. Description
----------- -----------
4.7 Amendments to Fuel Lease dated as of May 8, 1984 and October
15, 1984, respectively, between AmerenUE, as lessee, and
Gateway Fuel Company, as lessor, covering nuclear fuel (File
No. 2-96198, Exhibit 4.28).
4.8 Amendment to Fuel Lease dated as of October 15, 1986 between
AmerenUE, as lessee, and Gateway Fuel Company, as lessor,
covering nuclear fuel (AmerenUE September 30, 1986 Form
10-Q, Exhibit 4.3).
4.9 Series 1998A Loan Agreement dated as of September 1, 1998
between The State Environmental Improvement and Energy
Resources Authority of the State of Missouri and AmerenUE
(AmerenUE September 30, 1998 Form 10-Q, Exhibit 4.28).
4.10 Series 1998B Loan Agreement dated as of September 1, 1998
between The State Environmental Improvement and Energy
Resources Authority of the State of Missouri and AmerenUE
(AmerenUE September 30, 1998 Form 10-Q, Exhibit 4.29).
4.11 Series 1998C Loan Agreement dated as of September 1, 1998
between The State Environmental Improvement and Energy
Resources Authority of the State of Missouri and AmerenUE
(AmerenUE September 30, 1998 Form 10-Q, Exhibit 4.30).
4.12 Indenture dated as of August 15, 2002 from AmerenUE to The
Bank of New York, as Trustee, relating to senior secured
debt securities (including the forms of senior secured debt
securities as exhibits) (Ameren UE Form 8-K dated August 22,
2002, Exhibit 4.1).
4.13 AmerenUE Company order dated August 22, 2002 establishing
the 5.25% Senior Secured Notes due 2012 (AmerenUE Form 8-K
dated August 22, 2002, Exhibit 4.2).
4.14 AmerenUE Company order dated March 10, 2003 establishing the
5.50% Senior Secured Notes due 2034 (AmerenUE Form 8-K dated
March 10, 2003, Exhibit 4.2).
4.15 Indenture of Mortgage or Deed of Trust dated October 1,
1941, from Central Illinois Public Service Company d/b/a
AmerenCIPS (AmerenCIPS) to Continental Illinois National
Bank and Trust Company of Chicago and Edmond B. Stofft, as
Trustees (U.S. Bank Trust National Association and Patrick
J. Crowley are successor Trustees.) (Exhibit 2.01 in File
No. 2-60232).
4.16 Supplemental Indentures dated, respectively September 1,
1947, January 1, 1949, February 1, 1952, September 1, 1952,
June 1, 1954, February 1, 1958, January 1, 1959, May 1,
1963, May 1, 1964, June 1, 1965, May 1, 1967, April 1, 1970,
April 1, 1971, September 1, 1971, May 1, 1972, December 1,
1973, March 1, 1974, April 1, 1975, October 1, 1976,
November 1, 1976, October 1, 1978, August 1, 1979, February
1, 1980, February 1, 1986, May 15, 1992, July 1, 1992,
September 15, 1992, April 1, 1993, June 1, 1995, March 15,
1997, June 1, 1997, December 1, 1998 and June 1, 2001
between AmerenCIPS and the Trustees under the Indenture of
Mortgage or Deed of Trust referred to above as Exhibit 4.14
(Amended Exhibit 7(b) in File No. 2-7341; Second Amended
Exhibit 7.03 in File No. 2-7795; Second Amended Exhibit 4.07
in File No. 2-9353; Amended Exhibit 4.05 in File No. 2-9802;
Amended Exhibit 4.02 in File No. 2-10944; Amended Exhibit
2.02 in File No. 2-13866; Amended Exhibit 2.02 in File No.
2-14656; Amended Exhibit 2.02 in File No.2-21345; Amended
Exhibit 2.02 in File No. 2-22326; Amended Exhibit 2.02 in
File No. 2-23569; Amended Exhibit 2.02 in File No. 2-26284;
Amended Exhibit 2.02 in File No. 2-36388; Amended Exhibit
2.02 in File No. 2-39587; Amended Exhibit 2.02 in File No.
2-41468; Amended Exhibit 2.02 in File No. 2-43912; Exhibit
2.03 in File No. 2-60232; Amended Exhibit 2.02 in File No.
2-50146; Amended Exhibit 2.02 in File No. 2-52886; Second
Amended Exhibit 2.04 in File No. 2-57141; Amended Exhibit
2.04 in File No. 2-57557; Amended Exhibit 2.06 in File No.
2-62564; Exhibit 2.02(a) in File No. 2-65914; Amended
Exhibit 2.02(a) in File No. 2-66380; and Amended Exhibit
4.02 in File No. 33-3188; Exhibit 4.02 to AmerenCIPS Form
8-K dated May 15, 1992; Exhibit 4.02 to AmerenCIPS Form 8-K
dated July 1, 1992; Exhibit 4.02 to AmerenCIPS Form 8-K
dated September 15, 1992; Exhibit 4.02 to AmerenCIPS Form
8-K dated March 30, 1993; Exhibit
24
4.03 to AmerenCIPS Form 8-K dated June 5, 1995; Exhibit 4.03
to AmerenCIPS Form 8-K dated March 15, 1997; Exhibit 4.03 to
AmerenCIPS Form 8-K dated June 1, 1997; Exhibit 4.2 in File
No. 333-59438; Exhibit 4.1 to June 30, 2001 AmerenCIPS Form
10-Q.)
Exhibit No. Description
----------- -----------
4.17 Agreement, dated as of October 9, 1998, between Ameren and
EquiServe Trust Company, N.A. (as successor to First Chicago
Trust Company of New York), as Rights Agent, which includes
the form of Certificate of Designation of the Preferred
Shares as Exhibit A, the form of Rights Certificate as
Exhibit B and the Summary of Rights as Exhibit C (October
14, 1998 Form 8-K, Exhibit 4).
4.18 Indenture dated as of December 1, 1998 from AmerenCIPS to
The Bank of New York, as Trustee, relating to AmerenCIPS'
Senior Notes, 5.375% due 2008 and 6.125% due 2028 (Exhibit
4.4, in File No. 333-59438).
4.19 Indenture dated as of November 1, 2000 from AmerenEnergy
Generating Company (Generating Company) to The Bank of New
York, as Trustee, relating to the issuance of senior notes
(File No. 333-56594, Exhibit 4.1).
4.20 First Supplemental Indenture dated as of November 1, 2000 to
Indenture dated as of November 1, 2000 from Generating
Company to The Bank of New York, as Trustee, relating to
Generating Company's 7.75% Senior Notes, Series A due 2005
and 8.35% Senior Notes, Series B due 2010 (File No.
333-56594, Exhibit 4.2).
4.21 Form of Second Supplemental Indenture dated as of June 12,
2001 to Indenture dated as of November 1, 2000 from
Generating Company to The Bank of New York, as Trustee,
relating to Generating Company's 7.75% Senior Notes, Series
C due 2005 and 8.35% Senior Note, Series D due 2010
(including as exhibit the form of Exchange Note) (File No.
333-56594, Exhibit 4.3).
4.22 Third Supplemental Indenture dated as of June 1, 2002 to
Indenture dated as of November 1, 2000 from Generating
Company to The Bank of New York, as Trustee, relating to
Generating Company's 7.95% Senior Notes, Series E due 2032
(including as exhibit the form of Note) (June 30, 2002
Generating Company Form 10-Q, Exhibit 4.1).
4.23 Fourth Supplemental Indenture dated as of January 15, 2003
to Indenture dated as of November 1, 2000 from Generating
Company to The Bank of New York, as Trustee, relating to
Generating Company's 7.95% Senior Notes, Series F due 2032
(including as exhibit the form of Exchange Note) (Generating
Company 2002 Form 10-K, Exhibit 4.5).
4.24 Indenture of Ameren with The Bank of New York, as Trustee,
relating to senior debt securities dated as of December 1,
2001 (Ameren's Senior Indenture) (File No. 333-81774,
Exhibit 4.5).
4.25 Ameren company order relating to $150 million Floating Rate
Notes due December 12, 2003 issued under Ameren's Senior
Indenture (including the forms of notes) (File No.
333-81774, Exhibit 4.6).
4.26 Ameren company order relating to $100 million 5.70% Notes
due February 1, 2007 issued under Ameren's Senior Indenture
(including the forms of notes) (File No. 333-81774, Exhibit
4.7).
4.27 Ameren company order relating to $345 million Notes due May
15, 2007 issued under Ameren's Senior Indenture (including
the forms of notes and certificate of normal unit) (File No.
333-81774, Exhibit 4.8).
4.28 Purchase Contract Agreement dated as of March 1, 2002
between Ameren and The Bank of New York, as purchase
contract agent, relating to the 13,800,000 9.75% Adjustable
Conversion-Rate Equity Security Units (Equity Security
Units) (File No. 333-81774, Exhibit 4.15).
25
Exhibit No. Description
----------- -----------
4.29 Pledge Agreement dated as of March 1, 2002 among Ameren, The
Bank of New York, as purchase contract agent and BNY Trust
Company of Missouri, as collateral agent, custodial agent
and securities intermediary, relating to the Equity Security
Units (File No. 333-81774, Exhibit 4.16).
4.30 Indenture, dated as of October 18, 1999, between Midwest
Energy, Inc and The Bank of New York, as Trustee; First
Supplemental Indenture, dated as of October 18, 1999,
between CILCORP Inc. and The Bank of New York (Designated in
registration statement Form S-4 filed by CILCORP, Inc.
(CILCORP) on November 4, 1999, as exhibits 4.1 and 4.2).
4.31 Indenture of Mortgage and Deed of Trust between Illinois
Power Company and Bankers Trust Company, as Trustee, dated
as of April 1, 1933, Supplemental Indenture between the same
parties dated as of June 30, 1933, Supplemental Indenture
between the Company and Bankers Trust Company, as Trustee,
dated as of July 1, 1933 and Supplemental Indenture between
the same parties dated as of January 1, 1935, securing First
Mortgage Bonds, and indentures supplemental to the foregoing
through November 1, 1994. (Designated in Registration No.
2-1937 as Exhibit B-1, in Registration No. 2-2093 as Exhibit
B-1(a), in Form 8-K for April 1940, File No. 1-2732-2, as
Exhibit A, in Form 8-K for December 1949, File No. 1-2732-2,
as Exhibit A, in Form 8-K for December 1951, File No.
1-2732, as Exhibit A, in Form 8-K for July 1957, File No.
1-2732, as Exhibit A, in Form 8-K for July 1958, File No.
1-2732, as Exhibit A, in Form 8-K for March 1960, File No.
1-2732, as Exhibit A, in Form 8-K for September 1961, File
No. 1-2732, as Exhibit B, in Form 8-K for March 1963, File
No. 1-2732, as Exhibit A, in Form 8-K for February 1966,
File No. 1-2732, as Exhibit A, in Form 8-K for March 1967,
File No. 1-2732, as Exhibit A, in Form 8-K for August 1970,
File No. 1-2732, as Exhibit A, in Form 8-K for September
1971, File No. 1-2732, as Exhibit A, in Form 8-K for
September 1972, File No. 1-2732, as Exhibit A, in Form 8-K
for April 1974, File No. 1-2732, as Exhibit 2(b), in Form
8-K for June 1974, File No. 1-2732, as Exhibit A, in Form
8-K for March 1975, File No. 1-2732, as Exhibit A, in Form
8-K for May 1976, File No. 1-2732, as Exhibit A, in Form
10-Q for the quarter ended June 30, 1978, File No. 1-2732,
as Exhibit 2, in Form 10-K for the year ended December 31,
1982, File No. 1-2732, as Exhibit (4)(b), in Form 8-K dated
January 30, 1992, File No. 1-2732, as Exhibit (4) in Form
8-K dated January 29, 1993, File No. 1-2732, as Exhibit (4)
and in Form 8-K dated December 2, 1994, File No. 1-2732, as
Exhibit (4).)
10.1 * Ameren's Long-Term Incentive Plan of 1998 (1998 Form 10-K,
Exhibit 10.1).
10.2 * Ameren's Change of Control Severance Plan (1998 Form 10-K,
Exhibit 10.2).
10.3 * Ameren's Deferred Compensation Plan for Members of the Board
of Directors (1998 Form 10-K, Exhibit 10.4).
10.4 * Ameren's Deferred Compensation Plan for Members of the
Ameren Leadership Team as amended and restated effective
January 1, 2001 (2000 Form 10-K, Exhibit 10.1).
10.5 * Ameren's Executive Incentive Compensation Program Elective
Deferral Provisions for Members of the Ameren Leadership
Team as amended and restated effective January 1, 2001 (2000
Form 10-K, Exhibit 10.2).
10.6 Asset Transfer Agreement between Generating Company and
AmerenCIPS (June 30, 2000 AmerenCIPS Form 10-Q, Exhibit 10).
10.7 Amended Electric Power Supply Agreement between Generating
Company and AmerenEnergy Marketing Company (Marketing Co.)
(File No. 333-56594, Exhibit 10.2).
10.8 2nd Amended Electric Power Supply Agreement between
Generating Company and Marketing Co. (March 31, 2001 Form
10-Q, Exhibit 10.1).
10.9 Electric Power Supply Agreement between Marketing Co. and
AmerenCIPS (File No. 333-56594, Exhibit 10.3).
26
Exhibit No. Description
----------- -----------
10.10 Amended Electric Power Supply Agreement between Marketing
Co. and AmerenCIPS (March 31, 2001 Form 10-Q, Exhibit 10.2).
10.11 Power Sales Agreement between Marketing Co. and AmerenUE
(September 30, 2001 Generating Company Form 10-Q, Exhibit
10.1).
10.12 Power Sales Agreement between Marketing Co. and AmerenUE
(March 31, 2002 Generating Company Form 10-Q, Exhibit 10.1).
10.13 Amended Joint Dispatch Agreement among Generating Company,
AmerenCIPS and AmerenUE (File No. 333-56594, Exhibit 10.4).
10.14 Lease Agreement dated as of December 1, 2002 between the
City of Bowling Green, Missouri, as Lessor, and AmerenUE, as
Lessee (AmerenUE 2002 Form 10-K, Exhibit 10.9).
10.15 Trust Indenture dated as of December 1, 2002 between the
City of Bowling Green, Missouri and Commerce Bank, N.A. as
Trustee (AmerenUE 2002 Form 10-K, Exhibit 10.10).
10.16 Bond Purchase Agreement dated as of December 20, 2002
between the City of Bowling Green, Missouri and AmerenUE as
purchaser (AmerenUE 2002 Form 10-K, Exhibit 10.11).
10.17 ** Amended and Restated Appendix I ITC Agreement dated February
14, 2003 between the Midwest Independent Transmission System
Operator, Inc. (Midwest ISO) and GridAmerica LLC
(GridAmerica).
10.18 ** Amended and Restated Limited Liability Company Agreement of
GridAmerica dated February 14, 2003.
10.19 ** Amended and Restated Master Agreement by and among
GridAmerica, GridAmerica Holdings Inc., GridAmerica
Companies and National Grid USA dated February 14, 2003.
10.20 ** Amended and Restated Operation Agreement by and among
AmerenUE, AmerenCIPS, American Transmission Systems, Inc.,
Northern Indiana Public Service Company and GridAmerica
dated February 14, 2003.
10.21 * CILCO Executive Deferral Plan. As amended effective August
15, 1999 (CILCORP 1999 Form 10-K, Exhibit 10).
10.22 * CILCO Executive Deferral Plan II. As amended effective April
1, 1999 (CILCORP 1999 Form 10-K, Exhibit 10a).
10.23 * CILCO Benefit Replacement Plan. As amended effective August
15, 1999 (CILCORP 1999 Form 10-K, Exhibit 10b).
10.24 * Retention Agreement between Central Illinois Light Company
(CILCO) and Scott A. Cisel dated October 16, 2001 (CILCORP
2001 Form 10-K, Exhibit 10c).
10.25 * Bonus Agreements dated January 21, 2003, between CILCO and
Robert J. Sprowls, Scott A. Cisel, James L. Luckey, III, and
Thomas S. Romanowski (CILCORP 2002 Form 10-K, Exhibit 10d).
10.26 * CILCO Involuntary Severance Pay Plan effective July 16, 2001
(CILCORP 2001 Form 10-K, Exhibit 10e).
10.27 * CILCO Restructured Executive Deferral Plan (approved August
15, 1999) (CILCORP 1999 Form 10-K, Exhibit 10e).
27
Exhibit No. Description
----------- -----------
12.1 ** Statement of Computation of Ratio of Earnings to Fixed
Charges and Preferred Stock Dividend Requirements.
13.1 ** Those pages of the 2002 Annual Report incorporated herein by
reference.
21.1 ** Subsidiaries of Ameren.
23.1 ** Consent of Independent Accountants.
24.1 ** Power of Attorney.
99.1 Stipulation and Agreement dated July 15, 2002 in Missouri
Public Service Commission (as No. EC-2002-1 (earnings
complaint case against AmerenUE) File Nos. 333-87506 and
333-87506-01, Exhibit 99.1).
99.2 ** Certificate of Chief Executive Officer required by Section
906 of the Sarbanes-Oxley Act of 2002.
99.3 ** Certificate of Chief Financial Officer required by Section
906 of the Sarbanes-Oxley Act of 2002.
----------------------------
*Management compensatory plan or arrangement.
**Filed herewith.
Exhibits Available Upon Request
-------------------------------
The following instruments defining the rights of holders of certain
unregistered long-term debt of AmerenCIPS and AmerenUE have not been filed
with the SEC but will be furnished upon request.
Loan Agreement dated January 1, 1993, between AmerenCIPS and Illinois
Development Finance Authority (IDFA) in connection with IDFA's
$35,000,000, 6-3/8% Pollution Control Revenue Refunding Bonds (Central
Illinois Public Service Company Project) 1993 Series A, due January 1,
2028.
Loan Agreement dated June 1, 1993, between AmerenCIPS and IDFA in
connection with IDFA's $17,500,000 Pollution Control Revenue Refunding
Bonds, 1993 Series B-1 due June 1, 2028 and $17,500,000 Pollution
Control Revenue Refunding Bonds, 1993 Series B-2 due June 1, 2028.
Loan Agreement dated August 15, 1993, between AmerenCIPS and IDFA in
connection with IDFA's $35,000,000 Pollution Control Revenue Refunding
Bonds, 1993 Series C-1 due August 15, 2026 and $25,000,000 Pollution
Control Revenue Refunding Bonds, 1993 Series C-2 due August 15, 2026.
Loan Agreement dated March 1, 2000, between AmerenCIPS and IDFA in
connection with the IDFA's $51,100,000 Pollution Control Revenue
Refunding Bonds (AmerenCIPS Project) Series 2000A due March 1, 2014.
Loan Agreement dated March 1, 2000, between AmerenUE and the State
Environmental Improvement and Energy Resources Authority of the State
of Missouri (EIERA) in connection with the EIERA's $186,500,000
Environmental Improvement Revenue Refunding Bonds (AmerenUE Project)
($63,500,000 Series 2000A, $63,000,000 Series 2000B, and $60,000,000
Series 2000C) due March 1, 2035.
Note: Reports of Union Electric Company on Forms 8-K, 10-Q and 10-K are on
file with the SEC under File Number 1-2967.
28
Reports of Central Illinois Public Service Company on Forms 8-K, 10-Q
and 10-K are on file with the SEC under File Number 1-3672.
Reports of AmerenEnergy Generating Company on Forms 8-K, 10-Q and 10-K
are on file with the SEC under File Number 333-56594.
Reports of CILCORP Inc. on Forms 8-K, 10-Q and 10-K are on file with
the SEC under File Number 1-8946.
Reports of Central Illinois Light Company on Forms 8-K, 10-Q and 10-K
are on file with the SEC under File Number 1-2732.
29
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
---------------------------------
To the Board of Directors
of Ameren Corporation:
Our audits of the consolidated financial statements referred to in our report
dated February 13, 2003 appearing in the 2002 Annual Report to Shareholders of
Ameren Corporation (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedule listed in Item 15(A)(2) of this Form
10-K. In our opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
February 13, 2003
30
AMEREN CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
Col. A. Col. B Col. C Col. D Col. E
------ ------ ------ ------ ------
Additions
---------------------------------
(1) (2)
Balance at Charged to Balance at
beginning costs and Charged to end of
Description of period expenses other accounts Deductions period
----------- ---------- ---------- -------------- ---------- ----------
(Note)
Year ended December 31, 2002
Reserves deducted in the balance
sheet from assets to which they
apply:
Allowance for doubtful accounts $8,783,464 $19,993,000 $21,426,933 $7,349,531
========== =========== =========== ==========
Year ended December 31, 2001
Reserves deducted in the balance
sheet from assets to which they
apply:
Allowance for doubtful accounts $8,028,034 $23,654,000 $22,898,570 $8,783,464
========== =========== =========== ==========
Year ended December 31, 2000
Reserves deducted in the balance
sheet from assets to which they
apply:
Allowance for doubtful accounts $7,136,340 $11,540,000 $10,648,306 $8,028,034
========== =========== =========== ==========
Note: Uncollectible accounts charged off, less recoveries.
31
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMEREN CORPORATION
(Registrant)
Date: March 31, 2003 By /s/ Charles W. Mueller
-----------------------------------
Charles W. Mueller
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Charles W. Mueller Chairman, Chief Executive March 31, 2003
- ------------------------ Officer and Director
Charles W. Mueller (Principal Executive Officer)
/s/ Gary L. Rainwater President and Chief Operating Officer March 31, 2003
- ------------------------
Gary L. Rainwater
/s/ Warner L. Baxter Senior Vice President, Finance March 31, 2003
- ------------------------ (Principal Financial Officer)
Warner L. Baxter
/s/ Martin J. Lyons Vice President and Controller March 31, 2003
- ------------------------ (Principal Accounting Officer)
Martin J. Lyons
* Director March 31, 2003
- ------------------------
William E. Cornelius
* Director March 31, 2003
- ------------------------
Clifford L. Greenwalt
* Director March 31, 2003
- ------------------------
Thomas A. Hays
* Director March 31, 2003
- -------------------------
Richard A. Liddy
* Director March 31, 2003
- -------------------------
Gordon R. Lohman
* Director March 31, 2003
- -------------------------
Richard A. Lumpkin
* Director March 31, 2003
- -------------------------
John Peters MacCarthy
* Director March 31, 2003
- --------------------------
Hanne M. Merriman
* Director March 31, 2003
- ---------------------------
Paul L. Miller, Jr.
* Director March 31, 2003
- ---------------------------
Harvey Saligman
* Director March 31, 2003
- ---------------------------
James W. Wogsland
*By /s/ Steven R. Sullivan March 31, 2003
------------------------------------
Steven R. Sullivan
Attorney-in-Fact
32
CERTIFICATIONS
I, Charles W. Mueller, certify that:
1. I have reviewed this annual report on Form 10-K of Ameren Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: March 31, 2003 /s/ Charles W. Mueller
-----------------------------------
Charles W. Mueller
Chief Executive Officer
33
CERTIFICATIONS (CONTINUED)
I, Warner L. Baxter, certify that:
1. I have reviewed this annual report on Form 10-K of Ameren Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: March 31, 2003 /s/ Warner L. Baxter
-----------------------------------
Warner L. Baxter
Chief Financial Officer
34
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Stock purchase agreement, dated as of April 28, 2002, by and
between The AES Corporation (AES) and Ameren (March 31, 2002
Form 10-Q, Exhibit 2.1).
2.2 Membership Interest Purchase Agreement, dated as of April
28, 2002, by and between AES and Ameren (March 31, 2002 Form
10-Q, Exhibit 2.2).
3.1(i) Restated Articles of Incorporation of Ameren (File No.
33-64165, Annex F).
3.2(i) Certificate of Amendment to Ameren's Restated Articles of
Incorporation filed with the Secretary of State of the State
of Missouri on December 14, 1998 (1998 Form 10-K, Exhibit
3(i)).
3.3(ii) By-Laws of Ameren as amended to December 31, 1997 (1997 Form
10-K, Exhibit 3(ii)).
4.1 Indenture of Mortgage and Deed of Trust of AmerenUE dated
June 15, 1937 (AmerenUE Mortgage), as amended May 1, 1941,
and Second Supplemental Indenture dated May 1, 1941 (File
No. 2-4940, Exhibit B-1).
4.2 Supplemental Indentures to the AmerenUE Mortgage
Dated as of File Reference Exhibit No.
----------- -------------- -----------
April 1, 1971 AmerenUE Form 8-K, April 1971 6
February 1, 1974 AmerenUE Form 8-K, February 1974 3
July 7, 1980 2-69821 4.6
December 1, 1991 33-45008 4.4
December 4, 1991 33-45008 4.5
January 1, 1992 AmerenUE Form 10-K, 1991 4.6
October 1, 1992 AmerenUE Form 10-K, 1992 4.6
December 1, 1992 AmerenUE Form 10-K, 1992 4.7
February 1, 1993 AmerenUE Form 10-K, 1992 4.8
May 1, 1993 AmerenUE Form 10-K, 1993 4.6
August 1, 1993 AmerenUE Form 10-K, 1993 4.7
October 1, 1993 AmerenUE Form 10-K, 1993 4.8
January 1, 1994 AmerenUE Form 10-K, 1993 4.9
February 1, 2000 AmerenUE Form 10-K, 2000 4.1
August 15, 2002 AmerenUE Form 8-K, August 22, 2002 4.3
March 5, 2003 AmerenUE Form 8-K, March 10, 2003 4.4
4.3 Indenture (for unsecured subordinated debt securities) of
AmerenUE dated as of December 1, 1996 (AmerenUE 1996 Form
10-K, Exhibit 4.36).
4.4 Loan Agreement dated as of December 1, 1991 between the
State Environmental Improvement and Energy Resources
Authority and AmerenUE, together with Indenture of Trust
dated as of December 1, 1991 between the Authority and UMB
Bank, N.A. as successor trustee to Mercantile Bank of St.
Louis, N.A. (AmerenUE 1992 Form 10-K, Exhibit 4.37).
4.5 Loan Agreement dated as of December 1, 1992, between the
State Environmental Improvement and Energy Resources
Authority and AmerenUE, together with Indenture of Trust
dated as of December 1, 1992 between the Authority and UMB
Bank, N.A. as successor trustee to Mercantile Bank of St.
Louis, N.A. (AmerenUE 1992 Form 10-K, Exhibit 4.38).
4.6 Fuel Lease dated as of February 24, 1981 between AmerenUE,
as lessee, and Gateway Fuel Company, as lessor, covering
nuclear fuel (AmerenUE 1980 Form 10-K, Exhibit 10.20).
35
Exhibit No. Description
----------- -----------
4.7 Amendments to Fuel Lease dated as of May 8, 1984 and October
15, 1984, respectively, between AmerenUE, as lessee, and
Gateway Fuel Company, as lessor, covering nuclear fuel (File
No. 2-96198, Exhibit 4.28).
4.8 Amendment to Fuel Lease dated as of October 15, 1986 between
AmerenUE, as lessee, and Gateway Fuel Company, as lessor,
covering nuclear fuel (AmerenUE September 30, 1986 Form
10-Q, Exhibit 4.3).
4.9 Series 1998A Loan Agreement dated as of September 1, 1998
between The State Environmental Improvement and Energy
Resources Authority of the State of Missouri and AmerenUE
(AmerenUE September 30, 1998 Form 10-Q, Exhibit 4.28).
4.10 Series 1998B Loan Agreement dated as of September 1, 1998
between The State Environmental Improvement and Energy
Resources Authority of the State of Missouri and AmerenUE
(AmerenUE September 30, 1998 Form 10-Q, Exhibit 4.29).
4.11 Series 1998C Loan Agreement dated as of September 1, 1998
between The State Environmental Improvement and Energy
Resources Authority of the State of Missouri and AmerenUE
(AmerenUE September 30, 1998 Form 10-Q, Exhibit 4.30).
4.12 Indenture dated as of August 15, 2002 from AmerenUE to The
Bank of New York, as Trustee, relating to senior secured
debt securities (including the forms of senior secured debt
securities as exhibits) (Ameren UE Form 8-K dated August 22,
2002, Exhibit 4.1).
4.13 AmerenUE Company order dated August 22, 2002 establishing
the 5.25% Senior Secured Notes due 2012 (AmerenUE Form 8-K
dated August 22, 2002, Exhibit 4.2).
4.14 AmerenUE Company order dated March 10, 2003 establishing the
5.50% Senior Secured Notes due 2034 (AmerenUE Form 8-K dated
March 10, 2003, Exhibit 4.2).
4.15 Indenture of Mortgage or Deed of Trust dated October 1,
1941, from Central Illinois Public Service Company d/b/a
AmerenCIPS (AmerenCIPS) to Continental Illinois National
Bank and Trust Company of Chicago and Edmond B. Stofft, as
Trustees (U.S. Bank Trust National Association and Patrick
J. Crowley are successor Trustees.) (Exhibit 2.01 in File
No. 2-60232).
4.16 Supplemental Indentures dated, respectively September 1,
1947, January 1, 1949, February 1, 1952, September 1, 1952,
June 1, 1954, February 1, 1958, January 1, 1959, May 1,
1963, May 1, 1964, June 1, 1965, May 1, 1967, April 1, 1970,
April 1, 1971, September 1, 1971, May 1, 1972, December 1,
1973, March 1, 1974, April 1, 1975, October 1, 1976,
November 1, 1976, October 1, 1978, August 1, 1979, February
1, 1980, February 1, 1986, May 15, 1992, July 1, 1992,
September 15, 1992, April 1, 1993, June 1, 1995, March 15,
1997, June 1, 1997, December 1, 1998 and June 1, 2001
between AmerenCIPS and the Trustees under the Indenture of
Mortgage or Deed of Trust referred to above as Exhibit 4.14
(Amended Exhibit 7(b) in File No. 2-7341; Second Amended
Exhibit 7.03 in File No. 2-7795; Second Amended Exhibit 4.07
in File No. 2-9353; Amended Exhibit 4.05 in File No. 2-9802;
Amended Exhibit 4.02 in File No. 2-10944; Amended Exhibit
2.02 in File No. 2-13866; Amended Exhibit 2.02 in File No.
2-14656; Amended Exhibit 2.02 in File No.2-21345; Amended
Exhibit 2.02 in File No. 2-22326; Amended Exhibit 2.02 in
File No. 2-23569; Amended Exhibit 2.02 in File No. 2-26284;
Amended Exhibit 2.02 in File No. 2-36388; Amended Exhibit
2.02 in File No. 2-39587; Amended Exhibit 2.02 in File No.
2-41468; Amended Exhibit 2.02 in File No. 2-43912; Exhibit
2.03 in File No. 2-60232; Amended Exhibit 2.02 in File No.
2-50146; Amended Exhibit 2.02 in File No. 2-52886; Second
Amended Exhibit 2.04 in File No. 2-57141; Amended Exhibit
2.04 in File No. 2-57557; Amended Exhibit 2.06 in File No.
2-62564; Exhibit 2.02(a) in File No. 2-65914; Amended
Exhibit 2.02(a) in File No. 2-66380; and Amended Exhibit
4.02 in File No. 33-3188; Exhibit 4.02 to AmerenCIPS Form
8-K dated May 15, 1992; Exhibit 4.02 to AmerenCIPS Form 8-K
dated July 1, 1992; Exhibit 4.02 to AmerenCIPS Form 8-K
dated September 15, 1992; Exhibit 4.02 to AmerenCIPS Form
8-K dated March 30, 1993; Exhibit
36
4.03 to AmerenCIPS Form 8-K dated June 5, 1995; Exhibit 4.03
to AmerenCIPS Form 8-K dated March 15, 1997; Exhibit 4.03 to
AmerenCIPS Form 8-K dated June 1, 1997; Exhibit 4.2 in File
No. 333-59438; Exhibit 4.1 to June 30, 2001 AmerenCIPS Form
10-Q.)
Exhibit No. Description
----------- -----------
4.17 Agreement, dated as of October 9, 1998, between Ameren and
EquiServe Trust Company, N.A. (as successor to First Chicago
Trust Company of New York), as Rights Agent, which includes
the form of Certificate of Designation of the Preferred
Shares as Exhibit A, the form of Rights Certificate as
Exhibit B and the Summary of Rights as Exhibit C (October
14, 1998 Form 8-K, Exhibit 4).
4.18 Indenture dated as of December 1, 1998 from AmerenCIPS to
The Bank of New York, as Trustee, relating to AmerenCIPS'
Senior Notes, 5.375% due 2008 and 6.125% due 2028 (Exhibit
4.4, in File No. 333-59438).
4.19 Indenture dated as of November 1, 2000 from AmerenEnergy
Generating Company (Generating Company) to The Bank of New
York, as Trustee, relating to the issuance of senior notes
(File No. 333-56594, Exhibit 4.1).
4.20 First Supplemental Indenture dated as of November 1, 2000 to
Indenture dated as of November 1, 2000 from Generating
Company to The Bank of New York, as Trustee, relating to
Generating Company's 7.75% Senior Notes, Series A due 2005
and 8.35% Senior Notes, Series B due 2010 (File No.
333-56594, Exhibit 4.2).
4.21 Form of Second Supplemental Indenture dated as of June 12,
2001 to Indenture dated as of November 1, 2000 from
Generating Company to The Bank of New York, as Trustee,
relating to Generating Company's 7.75% Senior Notes, Series
C due 2005 and 8.35% Senior Note, Series D due 2010
(including as exhibit the form of Exchange Note) (File No.
333-56594, Exhibit 4.3).
4.22 Third Supplemental Indenture dated as of June 1, 2002 to
Indenture dated as of November 1, 2000 from Generating
Company to The Bank of New York, as Trustee, relating to
Generating Company's 7.95% Senior Notes, Series E due 2032
(including as exhibit the form of Note) (June 30, 2002
Generating Company Form 10-Q, Exhibit 4.1).
4.23 Fourth Supplemental Indenture dated as of January 15, 2003
to Indenture dated as of November 1, 2000 from Generating
Company to The Bank of New York, as Trustee, relating to
Generating Company's 7.95% Senior Notes, Series F due 2032
(including as exhibit the form of Exchange Note) (Generating
Company 2002 Form 10-K, Exhibit 4.5).
4.24 Indenture of Ameren with The Bank of New York, as Trustee,
relating to senior debt securities dated as of December 1,
2001 (Ameren's Senior Indenture) (File No. 333-81774,
Exhibit 4.5).
4.25 Ameren company order relating to $150 million Floating Rate
Notes due December 12, 2003 issued under Ameren's Senior
Indenture (including the forms of notes) (File No.
333-81774, Exhibit 4.6).
4.26 Ameren company order relating to $100 million 5.70% Notes
due February 1, 2007 issued under Ameren's Senior Indenture
(including the forms of notes) (File No. 333-81774, Exhibit
4.7).
4.27 Ameren company order relating to $345 million Notes due May
15, 2007 issued under Ameren's Senior Indenture (including
the forms of notes and certificate of normal unit) (File No.
333-81774, Exhibit 4.8).
4.28 Purchase Contract Agreement dated as of March 1, 2002
between Ameren and The Bank of New York, as purchase
contract agent, relating to the 13,800,000 9.75% Adjustable
Conversion-Rate Equity Security Units (Equity Security
Units) (File No. 333-81774, Exhibit 4.15).
37
Exhibit No. Description
----------- -----------
4.29 Pledge Agreement dated as of March 1, 2002 among Ameren, The
Bank of New York, as purchase contract agent and BNY Trust
Company of Missouri, as collateral agent, custodial agent
and securities intermediary, relating to the Equity Security
Units (File No. 333-81774, Exhibit 4.16).
4.30 Indenture, dated as of October 18, 1999, between Midwest
Energy, Inc and The Bank of New York, as Trustee; First
Supplemental Indenture, dated as of October 18, 1999,
between CILCORP Inc. and The Bank of New York (Designated in
registration statement Form S-4 filed by CILCORP, Inc.
(CILCORP) on November 4, 1999, as exhibits 4.1 and 4.2).
4.31 Indenture of Mortgage and Deed of Trust between Illinois
Power Company and Bankers Trust Company, as Trustee, dated
as of April 1, 1933, Supplemental Indenture between the same
parties dated as of June 30, 1933, Supplemental Indenture
between the Company and Bankers Trust Company, as Trustee,
dated as of July 1, 1933 and Supplemental Indenture between
the same parties dated as of January 1, 1935, securing First
Mortgage Bonds, and indentures supplemental to the foregoing
through November 1, 1994. (Designated in Registration No.
2-1937 as Exhibit B-1, in Registration No. 2-2093 as Exhibit
B-1(a), in Form 8-K for April 1940, File No. 1-2732-2, as
Exhibit A, in Form 8-K for December 1949, File No. 1-2732-2,
as Exhibit A, in Form 8-K for December 1951, File No.
1-2732, as Exhibit A, in Form 8-K for July 1957, File No.
1-2732, as Exhibit A, in Form 8-K for July 1958, File No.
1-2732, as Exhibit A, in Form 8-K for March 1960, File No.
1-2732, as Exhibit A, in Form 8-K for September 1961, File
No. 1-2732, as Exhibit B, in Form 8-K for March 1963, File
No. 1-2732, as Exhibit A, in Form 8-K for February 1966,
File No. 1-2732, as Exhibit A, in Form 8-K for March 1967,
File No. 1-2732, as Exhibit A, in Form 8-K for August 1970,
File No. 1-2732, as Exhibit A, in Form 8-K for September
1971, File No. 1-2732, as Exhibit A, in Form 8-K for
September 1972, File No. 1-2732, as Exhibit A, in Form 8-K
for April 1974, File No. 1-2732, as Exhibit 2(b), in Form
8-K for June 1974, File No. 1-2732, as Exhibit A, in Form
8-K for March 1975, File No. 1-2732, as Exhibit A, in Form
8-K for May 1976, File No. 1-2732, as Exhibit A, in Form
10-Q for the quarter ended June 30, 1978, File No. 1-2732,
as Exhibit 2, in Form 10-K for the year ended December 31,
1982, File No. 1-2732, as Exhibit (4)(b), in Form 8-K dated
January 30, 1992, File No. 1-2732, as Exhibit (4) in Form
8-K dated January 29, 1993, File No. 1-2732, as Exhibit (4)
and in Form 8-K dated December 2, 1994, File No. 1-2732, as
Exhibit (4).)
10.1 * Ameren's Long-Term Incentive Plan of 1998 (1998 Form 10-K,
Exhibit 10.1).
10.2 * Ameren's Change of Control Severance Plan (1998 Form 10-K,
Exhibit 10.2).
10.3 * Ameren's Deferred Compensation Plan for Members of the Board
of Directors (1998 Form 10-K, Exhibit 10.4).
10.4 * Ameren's Deferred Compensation Plan for Members of the
Ameren Leadership Team as amended and restated effective
January 1, 2001 (2000 Form 10-K, Exhibit 10.1).
10.5 * Ameren's Executive Incentive Compensation Program Elective
Deferral Provisions for Members of the Ameren Leadership
Team as amended and restated effective January 1, 2001 (2000
Form 10-K, Exhibit 10.2).
10.6 Asset Transfer Agreement between Generating Company and
AmerenCIPS (June 30, 2000 AmerenCIPS Form 10-Q, Exhibit 10).
10.7 Amended Electric Power Supply Agreement between Generating
Company and AmerenEnergy Marketing Company (Marketing Co.)
(File No. 333-56594, Exhibit 10.2).
10.8 2nd Amended Electric Power Supply Agreement between
Generating Company and Marketing Co. (March 31, 2001 Form
10-Q, Exhibit 10.1).
10.9 Electric Power Supply Agreement between Marketing Co. and
AmerenCIPS (File No. 333-56594, Exhibit 10.3).
38
Exhibit No. Description
----------- -----------
10.10 Amended Electric Power Supply Agreement between Marketing
Co. and AmerenCIPS (March 31, 2001 Form 10-Q, Exhibit 10.2).
10.11 Power Sales Agreement between Marketing Co. and AmerenUE
(September 30, 2001 Generating Company Form 10-Q, Exhibit
10.1).
10.12 Power Sales Agreement between Marketing Co. and AmerenUE
(March 31, 2002 Generating Company Form 10-Q, Exhibit 10.1).
10.13 Amended Joint Dispatch Agreement among Generating Company,
AmerenCIPS and AmerenUE (File No. 333-56594, Exhibit 10.4).
10.14 Lease Agreement dated as of December 1, 2002 between the
City of Bowling Green, Missouri, as Lessor, and AmerenUE, as
Lessee (AmerenUE 2002 Form 10-K, Exhibit 10.9).
10.15 Trust Indenture dated as of December 1, 2002 between the
City of Bowling Green, Missouri and Commerce Bank, N.A. as
Trustee (AmerenUE 2002 Form 10-K, Exhibit 10.10).
10.16 Bond Purchase Agreement dated as of December 20, 2002
between the City of Bowling Green, Missouri and AmerenUE as
purchaser (AmerenUE 2002 Form 10-K, Exhibit 10.11).
10.17 ** Amended and Restated Appendix I ITC Agreement dated February
14, 2003 between the Midwest Independent Transmission System
Operator, Inc. (Midwest ISO) and GridAmerica LLC
(GridAmerica).
10.18 ** Amended and Restated Limited Liability Company Agreement of
GridAmerica dated February 14, 2003.
10.19 ** Amended and Restated Master Agreement by and among
GridAmerica, GridAmerica Holdings Inc., GridAmerica
Companies and National Grid USA dated February 14, 2003.
10.20 ** Amended and Restated Operation Agreement by and among
AmerenUE, AmerenCIPS, American Transmission Systems, Inc.,
Northern Indiana Public Service Company and GridAmerica
dated February 14, 2003.
10.21 * CILCO Executive Deferral Plan. As amended effective August
15, 1999 (CILCORP 1999 Form 10-K, Exhibit 10).
10.22 * CILCO Executive Deferral Plan II. As amended effective April
1, 1999 (CILCORP 1999 Form 10-K, Exhibit 10a).
10.23 * CILCO Benefit Replacement Plan. As amended effective August
15, 1999 (CILCORP 1999 Form 10-K, Exhibit 10b).
10.24 * Retention Agreement between Central Illinois Light Company
(CILCO) and Scott A. Cisel dated October 16, 2001 (CILCORP
2001 Form 10-K, Exhibit 10c).
10.25 * Bonus Agreements dated January 21, 2003, between CILCO and
Robert J. Sprowls, Scott A. Cisel, James L. Luckey, III, and
Thomas S. Romanowski (CILCORP 2002 Form 10-K, Exhibit 10d).
10.26 * CILCO Involuntary Severance Pay Plan effective July 16, 2001
(CILCORP 2001 Form 10-K, Exhibit 10e).
10.27 * CILCO Restructured Executive Deferral Plan (approved August
15, 1999) (CILCORP 1999 Form 10-K, Exhibit 10e).
39
Exhibit No. Description
----------- -----------
12.2 ** Statement of Computation of Ratio of Earnings to Fixed
Charges and Preferred Stock Dividend Requirements.
13.2 ** Those pages of the 2002 Annual Report incorporated herein by
reference.
21.2 ** Subsidiaries of Ameren.
23.2 ** Consent of Independent Accountants.
24.2 ** Power of Attorney.
99.1 Stipulation and Agreement dated July 15, 2002 in Missouri
Public Service Commission (as No. EC-2002-1 (earnings
complaint case against AmerenUE) File Nos. 333-87506 and
333-87506-01, Exhibit 99.1).
99.2 ** Certificate of Chief Executive Officer required by Section
906 of the Sarbanes-Oxley Act of 2002.
99.3 ** Certificate of Chief Financial Officer required by Section
906 of the Sarbanes-Oxley Act of 2002.
----------------------------
*Management compensatory plan or arrangement.
**Filed herewith.
40