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, 2001
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 incorporation or organization) (I.R.S. Employer Identification No.)
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. ( X ).
Aggregate market value of voting stock held by non-affiliates, based on
the last reported sale price on the NYSE composite tape on March 21, 2002:
$6,001,193,037.
Shares of Common Stock, $ .01 par value, outstanding as of March 21, 2002:
143,948,022 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's 2001 Annual Report to Stockholders (the
"2001 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, 2001, 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 2001 Annual Report incorporated by
reference herein were also filed with the Commission by the registrant on its
Current Report on Form 8-K dated February 14, 2002.
Portions of the registrant's definitive proxy statement for the 2002
annual meeting 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...................................... 7
Industry Issues..................................................................... 9
Operating Statistics(1)............................................................. 9
Item 2 - Properties............................................................................... 9
Item 3 - Legal Proceedings........................................................................ 12
Item 4 - Submission of Matters to a Vote of Security Holders(2)
Executive Officers of the Company (Item 401(b) of Regulation S-K)....................................... 14
PART II
Item 5 - Market for Registrant's Common Equity and Related
Stockholder Matters(1).............................................................. 17
Item 6 - Selected Financial Data(1)............................................................... 18
Item 7 - Management's Discussion and Analysis of Financial Condition
and Results of Operations(1)........................................................ 18
Item 7A - Quantitative and Qualitative Disclosures about Market Risk(1)............................ 18
Item 8 - Financial Statements and Supplementary Data(1)........................................... 18
Item 9 - Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure(2)
PART III
Item 10 - Directors and Executive Officers of the Registrant(1).................................... 18
Item 11 - Executive Compensation(1)................................................................ 18
Item 12 - Security Ownership of Certain Beneficial Owners
and Management(1)................................................................... 19
Item 13 - Certain Relationships and Related Transactions(1)........................................ 19
PART IV
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K.......................... 19
SIGNATURES ............................................................................................22
EXHIBITS ............................................................................................23
--------
(1) Incorporated herein by reference.
(2) Not applicable and not included herein.
PART I
ITEM 1. BUSINESS.
GENERAL
Ameren Corporation (Ameren or the Company), 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
(AmerenUE) combined with the result that the common shareholders of CIPSCO and
AmerenUE became the common shareholders of the Company, and the Company became
the owner of 100% of the common stock of AmerenUE and CIPSCO's operating
subsidiaries, Central Illinois Public Service Company (AmerenCIPS) and CIPSCO
Investment Company (the Merger).
For additional information about the Merger, see "Overview" in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Note 1 to the "Notes to Consolidated Financial Statements" on
Pages 15 and 34, respectively, of the 2001 Annual Report pages incorporated
herein by reference.
Ameren is a public utility holding company registered under the
Public Utility Holding Company Act of 1935 (PUHCA) and does not own or operate
any significant assets other than the stock of its subsidiaries. Dividends on
Ameren's common stock are dependent on distributions to be made to it by its
subsidiaries.
Ameren's primary operating subsidiaries are AmerenCIPS, AmerenUE
and AmerenEnergy Generating Company (Generating Company), which are engaged
principally in the generation, transmission, distribution and sale of electric
energy and the purchase, distribution, transportation and sale of natural gas.
AmerenCIPS, a first tier subsidiary, is an Illinois corporation organized in
1902. It supplies electric and gas utility service to territories in 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 about
325,000 customers and natural gas service to about 170,000 customers. AmerenUE,
also a first tier subsidiary, 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 territories in Missouri and Illinois having an
estimated population of 2,600,000 within an area of approximately 24,500 square
miles, including the greater St. Louis area. AmerenUE supplies electric service
to about 1.2 million customers and natural gas service to about 130,000
customers. Generating Company, a wholly owned nonregulated electric generating
subsidiary of AmerenEnergy Resources 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 law provides for electric
utility restructuring and introduces competition into the supply of electric
energy at retail in Illinois. Generating Company commenced operations on May 1,
2000 when AmerenCIPS transferred all of its generating assets to it at net book
value, 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. For additional information on the Illinois Law,
its impact on the Company, and the generating assets transfer, see "Electric
Industry Restructuring" in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on Page 22 and Note 2 to the "Notes to
Consolidated Financial Statements" on Page 36 of the 2001 Annual Report pages
incorporated herein by reference. The 2001 Annual Reports on Form 10-K for
AmerenCIPS, AmerenUE and Generating Company are available from the Company upon
request.
On a consolidated basis, 92.2% of the Company's 2001 operating
revenues were derived from the sale of electric energy, 7.6% came from the sale
of natural gas, and .2% came from other sources. Consolidated electric operating
revenues as a percentage of total operating revenues were 91.4% and 93.3% in the
years 2000 and 1999, respectively.
1
The Company, directly or indirectly, also owns all of the common
stock of the following principal subsidiary companies:
- CIPSCO Investment Company, a nonregulated investment company
incorporated in Illinois;
- Ameren Services Company, a Missouri corporation which provides
administrative, accounting, legal, engineering, executive, and
other support services to Ameren and all of its subsidiaries;
- AmerenEnergy, Inc., a Missouri corporation which primarily
serves as an energy trading and marketing agent for AmerenUE
and Generating Company and provides a range of energy and risk
management services to targeted customers;
- Ameren Development Company, a nonregulated holding company
incorporated in Missouri encompassing Ameren's nonregulated
energy products and services; and
- AmerenEnergy Resources Company, a nonregulated Illinois
holding company for Generating Company and its marketing
affiliate (AmerenEnergy Marketing Company) and for
AmerenEnergy Fuels and Services Company which manages coal,
natural gas and fuel oil purchases for the Ameren companies on
a centralized basis.
In addition, the Company indirectly owns 60% of the common stock of Electric
Energy, Inc. (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.
At December 31, 2001, the Company and its subsidiaries had 7,447
employees. For information on labor agreements and other labor matters, see Note
11 to the "Notes to Consolidated Financial Statements" on Page 46 of the 2001
Annual Report pages incorporated herein by reference.
For additional information regarding the Company's business
operations, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations" on Pages 15-28 and the Consolidated Financial Information
on Pages 29-53 of the 2001 Annual Report pages incorporated herein by reference.
CAPITAL PROGRAM AND FINANCING
For information on the Company's capital program and financial
needs, see "Liquidity and Capital Resources" in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on Page 18, and Notes
4, 6, 7 and 11 to the "Notes to Consolidated Financial Statements" on Pages 41,
42 and 46, respectively, of the 2001 Annual Report pages incorporated herein by
reference.
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, 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. The ability to issue such
securities in the future will depend on coverages at that time. Currently, each
company has and expects to continue to have adequate coverage ratios for
anticipated requirements. See Notes 5 and 7 to the "Notes to Consolidated
Financial Statements" on Pages 41 and 42, respectively, of the 2001 Annual
Report pages incorporated herein by reference for information on the preferred
stock and first mortgage bonds of AmerenCIPS and AmerenUE.
2
Pursuant to Generating Company's indenture relating to its senior
notes issued on November 1, 2000, in order to incur additional indebtedness
(other than certain intercompany borrowings and debt assumptions), Generating
Company must comply with a senior debt service coverage test and a senior debt
to capital test, both after giving effect to the additional indebtedness
contemplated. For the senior debt service coverage test, generally, the ratio of
Generating Company's earnings before interest, tax, depreciation and
amortization to interest and principal payments, if any, on Generating Company's
senior indebtedness must be two and one-half times or greater for the most
recently ended four fiscal quarters at the time of performing the test. The
senior debt to capital test, generally, requires that Generating Company's ratio
of senior debt to total capital must not exceed 60% as of the most recently
ended fiscal quarter for which financial statements have been prepared. However,
notwithstanding the two tests described above, Generating Company may incur such
additional indebtedness if each of Moody's Investors Services, Inc. and Standard
& Poor's Ratings Services provides a ratings reaffirmation of the ratings then
in effect after giving effect to the additional indebtedness. Generating Company
is currently in compliance with the senior debt service coverage test and the
senior debt to capital test. See "Liquidity and Capital Resources" in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on Page 18 and Note 7 to the "Notes to Consolidated Financial
Statements" on Page 42 of the 2001 Annual Report pages incorporated herein by
reference for information on Generating Company's senior notes.
Reference is being made to "Liquidity and Capital Resources" in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on Page 18 and Note 7 to the "Notes to Consolidated Financial
Statements" on Page 42 of the 2001 Annual Report pages incorporated herein by
reference for a discussion of the Company's January 2002 filing of a shelf
registration statement with the Securities and Exchange Commission (SEC) on Form
S-3 in anticipation of securing additional financing in 2002. In March 2002,
pursuant to such shelf registration statement which became effective in February
2002, the Company issued an aggregate of approximately $572 million (before
underwriting discount and expenses) of securities consisting of 13,800,000
equity-linked securities known as Adjustable Conversion-Rate Equity Security
Units (Equity Security Units or Normal Units), each having a stated amount per
security of $25, 5,000,000 shares of common stock at an initial price to the
public of $39.50 per share and 750,000 shares of common stock pursuant to the
exercise of an option granted to the underwriters at a price of $38.865 per
share. Due to increased shares outstanding and higher embedded net interest
costs, the issuance of the Equity Security Units and common stock are estimated
to result in a dilution of earnings per share of 12 cents per share for 2002.
The net proceeds received by the Company from the offering of the
Equity Security Units and the common stock, after deducting the underwriters'
discount and estimated expenses, are estimated to be approximately $333 million
and $219 million, respectively, or a total of approximately $552 million. The
aggregate net proceeds were used to repay the Company's short-term indebtedness
and the short-term indebtedness of AmerenUE and for general corporate purposes.
Each Equity Security Unit initially consisted of:
(i) a purchase contract (Purchase Contract) under which the
holder is required to purchase from Ameren on or before May
15, 2005 for $25 in cash a specified number of shares of
Ameren's common stock (based on a formula using the market
price of Ameren's common stock); and
(ii) a senior note due May 15, 2007 (Note) having a principal
amount of $25.
Initially, $345 million aggregate principal amount of Notes were
issued by Ameren to be held as a component of the Equity Security Units. The
holder of an Equity Security Unit is entitled to receive from Ameren quarterly
payments, in arrears, at the rate of 9.75% per annum of the stated amount of
such security ($25). The payments consist of contract adjustment payments at the
rate of 4.55% and interest on the Note at the rate of 5.20%. The interest rate
on the Notes is expected to be reset on or after February 15, 2005.
3
Under the terms of the Purchase Contracts, Ameren will issue
between 7,402,320 and 8,734,020 shares of its common stock in connection with
the settlement of the Purchase Contracts (subject to adjustment in certain
circumstances).
RATES AND REGULATION
RATES. Rates that the Company is allowed to charge for its
services are the single most important item influencing the Company's financial
position, results of operations and liquidity. The Company is highly regulated
and the regulation of the rates the Company charges its customers is determined,
in large part, outside of the Company's control by governmental organizations.
Decisions by these organizations are influenced by many factors, including the
Company's recent cost of providing service, the Company's quality of service,
regulatory staff knowledge and experience, economic conditions and social and
political views. Decisions made by these organizations regarding the Company's
rates could have a material impact on the Company's financial position, results
of operations and liquidity.
For the year 2001, approximately 50%, 20%, and 30% of the
Company's 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) of the U.S.
Department of Energy (DOE), respectively. For information on rate matters in
these jurisdictions, see "Results of Operations", "Rate Matters" and "Electric
Industry Restructuring" in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on Pages 15 and 22, respectively, and Note
2 to the "Notes to Consolidated Financial Statements" on Page 36 of the 2001
Annual Report pages incorporated herein by reference.
Reference is being made to "Rate Matters" in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
Page 22 and Note 2 (Missouri Electric) to the "Notes to Consolidated Financial
Statements" on Page 36 of the 2001 Annual Report pages incorporated herein by
reference, for a discussion of the excess earnings complaint filed against
AmerenUE by the MoPSC staff on July 2, 2001. Pursuant to the January 2002 order
of the MoPSC in this complaint proceeding which established the test year to be
used to determine rates as July 1, 2000 through June 30, 2001, with updates to
that test year permitted through September 30, 2001, and set a revised
procedural schedule, the MoPSC staff filed direct testimony on March 1, 2002
changing its original recommendation by proposing that AmerenUE reduce its
annual electric revenues ranging from $246 million to $285 million. The return
on equity incorporated into the MoPSC staff's new recommendation ranged from
8.91% to 9.91%. Under the revised procedural schedule, AmerenUE is scheduled to
file rebuttal testimony to the MoPSC staff's direct testimony on May 10, 2002
and evidentiary hearings before the MoPSC are scheduled to begin in mid-July
2002. The MoPSC is not bound by any of the parties' recommendations. Any rate
reduction ultimately determined by the MoPSC would be retroactive to April 1,
2002, regardless of when a decision is issued, which may not occur until the
fourth quarter of 2002. The outcome of the MoPSC's decision in this matter,
which the Company cannot predict, could have a material adverse effect on the
Company's financial position, results of operations and liquidity.
GENERAL REGULATORY MATTERS. As a holding company registered with
the SEC under the PUHCA, Ameren, along with its subsidiaries, is subject to the
regulatory provisions of said Act, 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 Company 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 and AmerenUE 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
4
exempt wholesale generator, Generating Company is exempt from most of the
provisions of 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, 2001, Ameren's aggregate
investment in those entities was 31.7% of its consolidated retained earnings.
AmerenCIPS and AmerenUE are subject to regulation, as applicable,
by the ICC and the MoPSC as to rates, service, accounts, 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 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, issuance of securities, 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 under deregulation legislation must be
registered or licensed. AmerenEnergy Marketing Company, Generating Company's
marketing affiliate, has obtained "alternative retail electricity supplier"
status in Illinois and plans to seek comparable status in other states where
retail competition is developing.
For information on regulatory matters in these jurisdictions,
including the current status of electric utility restructuring in Illinois and
Missouri, see "Rate Matters" and "Electric Industry Restructuring" in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on Page 22 and Note 2 to the "Notes to Consolidated Financial
Statements" on Page 36 of the 2001 Annual Report pages incorporated herein by
reference.
Reference is being made to "Electric Industry Restructuring" in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on Page 22 and Note 2 (Midwest ISO and Alliance RTO) to the "Notes
to Consolidated Financial Statements" on Page 37 of the 2001 Annual Report pages
incorporated herein by reference, for a discussion of Ameren's withdrawal from
the electric transmission related Midwest Independent System Operator (Midwest
ISO), its joining of the Alliance Regional Transmission Organization (Alliance
RTO) and the FERC proceedings associated with these activities. In 2001, the
FERC approved a settlement agreement reached between the Alliance RTO and the
Midwest ISO that would enable Ameren to withdraw from the Midwest ISO and to
join the Alliance RTO and conditionally approved the formation, including the
rate structure, of the Alliance RTO. However, on December 20, 2001, the FERC
issued an order that reversed its position and rejected the formation of the
Alliance RTO. Instead, the FERC granted RTO status to the Midwest ISO and
ordered the Alliance Companies and the Midwest ISO to discuss how the Alliance
RTO business model could be accommodated within the Midwest ISO. The Alliance
Companies have filed a request for rehearing with the FERC urging it to reverse
the findings of its December 2001 order. To preserve their right to a judicial
appeal, the Alliance Companies have also filed a petition for review with the
U.S. Court of Appeals for the District of Columbia Circuit. On February 19,
2002, as required by the FERC's December 2001 order, the Alliance Companies
filed a status report with the FERC regarding the progress that had been made to
fold the Alliance Companies' business plan under the umbrella of the Midwest
ISO. It was reported that while the Alliance Companies believed they had reached
an agreement in principle with the Midwest ISO regarding the functions and
operational relationship, the Midwest ISO reversed its position which caused the
Alliance Companies to have concerns about whether an agreement can be reached
with the Midwest ISO. The Alliance Companies indicated in their report that they
were committed to continue pursuing negotiations with the Midwest ISO, but also
state that ultimately a resolution may have to occur at the FERC. The Midwest
ISO also filed a status report with the FERC pursuant to the December 2001
order. The Midwest ISO indicated in its report that in spite of the significant
effort made by both parties,
5
a solution to the challenges of integration that is acceptable to the Alliance
Companies, the Midwest ISO and its stakeholders had not been reached. On March
6, 2002, the Alliance Companies and National Grid (the managing member of the
transmission company formed by the Alliance Companies) filed a motion for a
declaratory order with the FERC asking for approval of a proposed division of
responsibilities between National Grid and the Midwest ISO. It also sought
approval for the Alliance Companies to purchase services from the Midwest ISO at
incremental costs and asked the FERC to endorse the rate design and revenue
distribution methodology that it approved in 2001, adjusted to take into account
that it would now apply to a single RTO. At this time the Company continues to
evaluate its alternatives and is unable to determine the impact that the FERC's
December 2001 ruling will have on its future financial condition, results of
operations or liquidity.
Operation of the Company's Callaway Plant is subject to
regulation by the Nuclear Regulatory Commission. Its Facility Operating License
for the Callaway Plant expires on October 18, 2024. The Company's Osage
hydroelectric plant and its 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. The Company's 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.
ENVIRONMENTAL MATTERS. Ameren and its subsidiaries, in certain of
their 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
Ameren and its subsidiaries, 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 the companies into
compliance. The Company believes these companies are in material compliance with
existing regulations.
On December 22, 1995, a complaint (styled as Zachary Donaldson et
al. v. Central Illinois Public Service Company et al.) was filed in the Circuit
Court for the Seventh Judicial Circuit, Sangamon County, Illinois against
AmerenCIPS and several other defendants. The complaint sought unspecified
monetary damages and alleged that, as a result of exposure to carcinogens
contained in coal tar at the AmerenCIPS Taylorville manufactured gas plant site,
plaintiffs' children had suffered from a rare form of childhood cancer known as
"neuroblastoma". In 1998, a jury awarded plaintiffs $3.2 million. In March 2000,
the Illinois Appellate Court, on an appeal by AmerenCIPS, upheld the plaintiffs'
verdict. On February 22, 2002, the Illinois Supreme Court, on an appeal by
AmerenCIPS, affirmed the Illinois Appellate Court's decision upholding the
plaintiffs' verdict. On March 15, 2002, AmerenCIPS petitioned the Illinois
Supreme Court for a rehearing of its decision. AmerenCIPS' payment of the $3.2
million plaintiffs' verdict (plus interest) will not have a material adverse
effect on the financial position, results of operations or liquidity of the
Company. However, the Company believes that the Illinois Supreme Court's
decision may result in additional complaints being filed against AmerenCIPS in
connection with its Taylorville manufactured gas plant site seeking damages on
the same or similar grounds as alleged in the Donaldson complaint. The Company
is unable to predict the number of such complaints which may be filed, the
amount of damages which may be sought or the extent, if any, to which the
Illinois Supreme Court's decision on the Donaldson complaint will be judicially
determined to apply to other complaints.
On August 24, 2000, Steven and Tina Brannon sued the Company,
AmerenCIPS and Generating Company in the Circuit Court of Christian County,
Illinois. The suit alleges that AmerenCIPS and others were negligent in the
manner in which AmerenCIPS' manufactured gas plant site was remediated in
Taylorville, Illinois, therefore, wrongfully causing the death of their son. The
Brannon's son was born in 1992, diagnosed with neuroblastoma in 1996, and died
in 1998. The remediation occurred in 1987. Plaintiffs seek unspecified
compensatory damages in excess of $50,000. The Company is unable
6
to predict the extent, if any, to which the Illinois Supreme Court's decision on
the Donaldson complaint described above will effect the outcome of this lawsuit.
However, the Company believes that the final resolution of this lawsuit will not
have a material adverse effect on its financial position, results of operations
or liquidity.
For additional discussion of environmental matters, see
"Liquidity and Capital Resources" in Management's Discussion and Analysis of
Financial Condition and Results of Operations" on Page 18 and Note 11 to the
"Notes to Consolidated Financial Statements" on Page 46 of the 2001 Annual
Report pages incorporated by reference.
FUEL SUPPLY FOR ELECTRIC GENERATING FACILITIES
COST OF FUELS YEAR
------------- -----------------------------------------------------------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
AMERENUE
--------
Per Million BTU - Coal 98.228(CENT) 96.004(cent) 100.685(cent) 100.015(cent) 105.600(cent)
- Nuclear 37.184(CENT) 40.269(cent) 46.552(cent) 48.803(cent) 47.472(cent)
- System 86.696(CENT) 84.213(cent) 89.833(cent) 90.378(cent) 92.816(cent)
AMERENCIPS/GENERATING COMPANY*
------------------------------
Per Million BTU - Coal 121.791(CENT) 123.770(cent) 139.700(cent) 152.738(cent) 163.000(cent)
- Natural Gas** 439.744(CENT) - - - -
- System 142.120(CENT) 129.169(cent) 140.615(cent) 155.045(cent) -
* On May 1, 2000, all of AmerenCIPS' electric generating facilities
and related fuel supply agreements were transferred to Generating
Company (see "General" section above). Since that date,
Generating Company has been responsible for fuel costs. Prior to
that, fuel costs were the responsibility of AmerenCIPS.
** Prior to 2001, the use of natural gas was minimal. The fuel cost
for natural gas in 2001 represents the actual cost of the natural
gas commodity and variable costs for transportation, storage,
balancing and fuel losses for delivery to the plant-gate. 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.
COAL. Because of uncertainties of supply due to potential work
stoppages, delays in coal deliveries, equipment breakdowns and other factors,
the Company has a policy of maintaining coal inventory consistent with its
expected burn practices. As of December 31, 2001 and 2000, approximately 62 and
39 days, respectively, supply of coal was in inventory. Approximately 66% of
AmerenUE's generating capability and 67% of Generating Company's generating
capability for the 2001 peak summer electrical demand was fueled by coal.
NUCLEAR. The components of the nuclear fuel cycle required for
nuclear generating units are as follows: (1) uranium; (2) conversion of uranium
into uranium hexafluoride; (3) enrichment of uranium hexafluoride; (4)
conversion of enriched uranium hexafluoride into uranium dioxide and the
fabrication into nuclear fuel assemblies; and (5) disposal and/or reprocessing
of spent nuclear fuel.
The Company has agreements and/or inventories to fulfill its
Callaway Nuclear Plant needs for uranium, enrichment, fabrication and conversion
services. With the exception of enrichment services, such needs are satisfied
through 2004. A supply of enrichment services for unfilled needs after 2002 is
being pursued. Additional contracts will have to 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
fall of 2002. During a refueling, the Callaway Plant is out of service for
approximately one month.
7
Under the Nuclear Waste Policy Act of 1982, the DOE is
responsible for the permanent storage and disposal of spent nuclear fuel. DOE
currently charges one mill per nuclear generated kilowatt-hour sold for future
disposal of spent fuel. Electric rates charged to customers provide for recovery
of such costs. DOE is not expected to have its permanent storage facility for
spent fuel available until at least 2015. The Company has sufficient storage
capacity at the Callaway site until 2020 and has the capability for additional
storage capacity through the licensed life of the plant in 2024. The delayed
availability of the DOE's disposal facility is not expected to adversely affect
the continued operation of Callaway Plant.
Approximately 14% of AmerenUE's generating capability for the
2001 peak summer electrical demand was fueled by nuclear.
NATURAL GAS. The combustion turbine generator equipment (CTs)
which the Company placed into commercial operation in 2000 and 2001 and the
additional CTs that it has committed to purchase are fueled by natural gas or
have the capability to use natural gas or oil. Consequently, the prospective use
of natural gas to supply the Company's generating facilities is expected to
increase significantly, especially during peak generating periods. The Company
does not expect to experience difficulty in obtaining adequate supplies to
support the new generation facilities. The Company's 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. Approximately 3% of AmerenUE's generating capability and 28% of
Generating Company's generating capability for the 2001 peak summer electrical
demand was fueled by natural gas. For additional information on the purchase of
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" on
Pages 18 and 26, respectively, and Note 11 to the "Notes to Consolidated
Financial Statements" on Page 46 of the 2001 Annual Report pages incorporated
herein by reference.
OIL. The actual and prospective use of such fuel is minimal, and
the Company has not experienced and does not expect to experience difficulty in
obtaining adequate supplies. Approximately 7% of AmerenUE's generating
capability and 5% of Generating Company's generating capability for the 2001
peak summer electrical demand was fueled by oil.
For additional information on the Company's "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 "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on Pages 15, 18, 25 and 26, respectively,
and Notes 1, 3, 11 and 12 to the "Notes to Consolidated Financial Statements" on
Pages 34, 39, 46 and 49, respectively, of the 2001 Annual Report pages
incorporated herein by reference.
8
INDUSTRY ISSUES
The Company is facing issues common to the electric and gas
utility industries which have emerged during the past several years. These
issues include:
- the potential for more intense competition;
- the potential for changes in the structure of regulation;
- changes in the structure of the industry as a result of
changes in federal and state laws, including the formation of
unregulated generating entities;
- on-going consideration of additional changes of the industry
by federal and state authorities;
- continually developing environmental laws, regulations and
issues, including proposed new air quality standards;
- public concern about the siting of new facilities;
- proposals for demand-side management programs;
- public concerns about nuclear decommissioning and the disposal
of nuclear wastes; and
- global climate issues.
The Company is monitoring these issues and is unable to predict at this time
what impact, if any, these issues will have on its operations, financial
condition or liquidity.
Also see "Electric Industry Restructuring" in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
Page 22 and Notes 2 and 11 to the "Notes to Consolidated Financial Statements"
on Pages 36 and 46, respectively, of the 2001 Annual Report pages incorporated
herein by reference.
OPERATING STATISTICS
The information on Pages 52 and 53 in the Company's 2001 Annual
Report is incorporated herein by reference.
ITEM 2. PROPERTIES.
For information on the Company's principal properties, planned
additions or replacements and transfers, see "Liquidity and Capital Resources"
and "Electric Industry Restructuring" in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on Pages 18 and 22,
respectively, and Notes 2 and 11 to the "Notes to Consolidated Financial
Statements" on Pages 36 and 46, respectively, of the 2001 Annual Report pages
incorporated herein by reference, and the generating facilities tables below.
Future plans regarding additional electric generating facilities referred to in
the 2001 Annual Report pages are subject to change, including increasing or
decreasing planned or installed future generating capacity, based on market
conditions, regulatory approvals for additions, the Company's results of
operations and financial condition, availability of financing and other factors
determined by management.
The Company is 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.
The Company's 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
9
and AmerenCIPS. The amended joint dispatch agreement provides a basis upon which
AmerenUE and Generating Company can participate in the coordinated operation of
Ameren's transmission facilities with their 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.
Ameren, in 2001, had more than 30 interconnections for transmission service and
the exchange of electric energy, directly and through the facilities of others.
The following tables set forth information with respect to the
Company's electric generating facilities and capability at the time of the
expected 2002 peak summer electrical demand.
AmerenUE Generating Facilities
------------------------------
ENERGY NET KILOWATT
SOURCE PLANT LOCATION INSTALLED CAPABILITY(1)
------ ----- -------- -----------------------
Coal Labadie Franklin County, MO 2,327,000
Rush Island Jefferson County, MO 1,188,000
Sioux St. Charles County, MO 964,000
Meramec St. Louis County, MO 865,000
-----------
Total Coal 5,344,000
Nuclear Callaway Callaway County, MO 1,126,000
Hydro Osage Lakeside, MO 226,000
Keokuk Keokuk, IA 141,000
-----------
Total Hydro 367,000
Pumped-
storage Taum Sauk Reynolds County, MO 440,000
Oil Venice CT(2) 1 Venice, IL 25,000
Howard Bend CT St. Louis County, MO 43,000
Fairgrounds CT Jefferson City, MO 55,000
Mexico CT Mexico, MO 55,000
Moberly CT Moberly, MO 55,000
Moreau CT Jefferson City, MO 55,000
Meramec CT 1 St. Louis County, MO 55,000
-----------
Total Oil 343,000
Natural Kirksville CT Kirksville, MO 13,000
Gas Viaduct CT Cape Girardeau, MO 25,000
Venice Venice, IL 343,000
Meramec CT 2* St. Louis County, MO 53,000
Venice CT 2(3) Venice, IL 48,000
Peno Creek CTs
1 through 4(4) Bowling Green, MO 188,000
-----------
Total Natural Gas 670,000
TOTAL 8,290,000(5), (6)
10
Generating Company Generating Facilities
----------------------------------------
ENERGY NET KILOWATT
SOURCE PLANT LOCATION INSTALLED CAPABILITY(1)
------ ----- -------- -----------------------
Coal Newton(7) Newton, IL 1,132,000
Coffeen(7) Coffeen, IL 900,000
Hutsonville(7)
(Units 3 & 4) Hutsonville, IL 153,000
Meredosia(7)
(Units 1, 2 & 3) Meredosia, IL 339,000
-----------
Total Coal 2,524,000
Oil Meredosia(7)
(Unit 4) Meredosia, IL 168,000
Hutsonville(7)
(Diesel) Hutsonville, IL 3,000
-----------
Total Oil 171,000
Natural Gibson City CTs 1 & 2* Gibson City, IL 232,000
Gas Pinckneyville CTs
1 through 8 Pinckneyville, IL 320,000
Kinmundy CTs 1 & 2* Kinmundy, IL 234,000
Grand Tower CTs 1 & 2(8) Grand Tower, IL 519,000
Joppa 7B CTs 1, 2 & 3(9) Joppa, IL 186,000
Columbia CTs
1 through 4 Columbia, MO 144,000
-----------
Total Natural Gas 1,635,000
TOTAL 4,330,000(5), (10)
1 "Net Kilowatt Installed Capability" represents generating capacity
available for dispatch from the facility into the electric
transmission grid.
2 The abbreviation "CT" represents combustion turbine generating
unit. An asterisk (*) indicates that the CT has the capability of
operating on either oil or natural gas (dual fuel).
3 Venice CT 2 is under construction and scheduled to go into
commercial operation before the expected 2002 peak.
4 Peno Creek CTs 1, 2, 3 and 4 are under construction and scheduled
to go into commercial operation before the expected 2002 peak.
Subject to the receipt of the appropriate state and local
governmental approvals, these CTs, together with most of the
property on which they are located, are planned to be transferred
to the City of Bowling Green and leased back to AmerenUE for a term
of twenty years pursuant to Missouri economic development statutes
which afford property tax abatement for such an arrangement.
Ownership of the CTs and related property will return to AmerenUE
at the expiration of the lease term.
5 Excludes net kilowatt installed capability of generating facilities
owned by EEI.
6 For 2002, AmerenUE through a competitive bidding process has
entered into a one year contract with its affiliate, AmerenEnergy
Marketing Company, for the purchase of 200 megawatts of additional
capacity and energy and a one year contract with another supplier
for 100 megawatts of additional capacity and energy. AmerenUE is
considering the purchase of 100 megawatts more for 2002.
7 All of these designated generating plants were transferred to
Generating Company by AmerenCIPS on May 1, 2000 (see "Item 1.
Business-General" above).
8 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.
9 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.
10 Excludes Elgin CTs 1, 2, 3 and 4 (468,000 gross kilowatt installed
capability) which are under construction in Elgin, Illinois and are
scheduled to go into commercial operation in 2002 after the
expected peak.
11
As of December 31, 2001, AmerenCIPS owned approximately 1,900
circuit miles of electric transmission lines. AmerenCIPS operates one
propane-air plant, four underground gas storage fields and 4,900 miles of
natural gas transmission and distribution mains. As of that date, AmerenUE owned
approximately 3,500 circuit miles of electric transmission lines. AmerenUE
operates three propane-air plants and 2,900 miles of gas 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 and
AmerenUE 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 and "Liquidity
and Capital Resources" and "Electric Industry Restructuring" in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
Pages 18 and 22, respectively, and Note 2 to the "Notes to Consolidated
Financial Statements" on Page 36 of the 2001 Annual Report pages incorporated
herein by reference.
The Company indirectly owns 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 AmerenCIPS
currently owns 20% of such stock. In February 2002, AmerenCIPS received the
required approval from the FERC and notified the ICC of its intent to transfer
its 20% common stock interest in EEI to its affiliate, AmerenEnergy Resources
Company. No approval from the ICC is required for this transfer. The transfer,
which is expected to occur before mid-year 2002, will complete the process of
achieving a full divestiture of all electric generating capacity that had been
owned directly or indirectly by AmerenCIPS. The transaction will be in the form
of a dividend by AmerenCIPS to Ameren of the common stock in EEI, the value of
which is recorded on AmerenCIPS' books as $1.8 million, and in turn, an in-kind
contribution of such stock by Ameren to AmerenEnergy Resources Company. 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.
The Company and its subsidiaries 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. The Company believes that the final disposition of these
proceedings will not have a material adverse effect on its financial position,
results of operations or liquidity.
Included in these proceedings are a number of lawsuits that name
the Company, AmerenCIPS or AmerenUE, along with numerous other parties, as
defendants which were filed by plaintiffs claiming varying degrees of injury
from asbestos exposure. More than twenty such lawsuits are pending, most of
which were filed in the Circuit Court of Madison County, Illinois. Notice of the
first lawsuit was received in March 2001 with notice of the others occurring
generally in the fourth quarter of 2001 and the first quarter of 2002. The
number of total defendants named in each case is large with more than forty
parties named in all except four of the lawsuits. The claims filed against the
Company, AmerenCIPS and AmerenUE allege injury from asbestos exposure during
plaintiffs' activities at certain of the companies' electric generating plants
(in the case of AmerenCIPS, its former plants which are now owned by Generating
Company). In each lawsuit, the plaintiff seeks unspecified damages in excess of
$50,000, which typically would be shared among the named defendants.
For additional information on legal and administrative
proceedings, see "Rates and Regulation" under Item 1 herein and "Liquidity and
Capital Resources", "Rate Matters" and "Electric Industry Restructuring" in
"Management's Discussion and Analysis of Financial Condition and Results of
12
Operations" on Pages 18 and 22, respectively, and Notes 2 and 11 to the "Notes
to Consolidated Financial Statements" on Pages 36 and 46, respectively, of the
2001 Annual Report pages incorporated herein by reference.
--------------------------
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, the Company is providing
this cautionary statement to identify 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:
- the effects of the pending AmerenUE excess earnings complaint
case and other regulatory actions, including changes in
regulatory policy;
- changes in laws and other governmental actions;
- the impact on the Company of current regulations related to
the phasing-in of the opportunity for some customers to choose
alternative energy suppliers in Illinois;
- the effects of increased competition in the future due to,
among other things, deregulation of certain aspects of the
Company's business at both the state and federal levels;
- the effects of participation in a FERC approved RTO, including
activities associated with the Midwest ISO and the Alliance
RTO;
- 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;
- average rates for electricity in the Midwest;
- business and economic conditions;
- the impact of the adoption of new accounting standards;
- interest rates and the availability of capital;
- actions of rating agencies and the effects of such actions;
- weather conditions;
- fuel prices and availability;
- generation plant construction, installation and performance;
- 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;
- monetary and fiscal policies;
- future wages and employee benefits costs;
- competition from other generating facilities including new
facilities that may be developed in the future;
- cost and availability of transmission capacity for the energy
generated by the Company's generating facilities or required
to satisfy energy sales made by the Company; and
- legal and administrative proceedings.
13
INFORMATION REGARDING EXECUTIVE OFFICERS REQUIRED BY ITEM 401(B) OF
REGULATION S-K:
DATE FIRST ELECTED
AGE AT OR APPOINTED TO
NAME 12/31/01 PRESENT POSITION PRESENT POSITION
---- -------- ---------------- ----------------
Ameren Corporation
------------------
Charles W. Mueller 63 Chairman,
Chief Executive Officer,
and Director 12/31/97
Gary L. Rainwater 55 President and
Chief Operating Officer 8/30/01
Warner L. Baxter 40 Senior Vice President 8/30/01
Jerre E. Birdsong 47 Vice President 10/12/01
and Treasurer 4/23/96
Baxter A. Gillette 32 Vice President 10/12/01
Steven R. Sullivan 41 Vice President, General Counsel 7/1/98
and Secretary 9/1/98
Martin J. Lyons 35 Controller 10/22/01
AmerenUE (Subsidiary)
---------------------
Charles W. Mueller 63 Chairman, 8/30/01
Chief Executive Officer 1/1/94
and Director 6/11/93
Gary L. Rainwater 55 President,
Chief Operating Officer 8/30/01
and Director 4/28/98
Paul A. Agathen 54 Senior Vice President 10/12/01
and Director 4/28/98
Warner L. Baxter 40 Senior Vice President 8/30/01
and Director 4/22/99
Daniel F. Cole 48 Senior Vice President 7/12/99
Garry L. Randolph 53 Senior Vice President 10/16/00
Thomas R. Voss 54 Senior Vice President 6/1/99
and Director 10/25/01
David A. Whiteley 45 Senior Vice President 8/30/01
Ronald D. Affolter 48 Vice President 10/16/00
Jerre E. Birdsong 47 Vice President 10/12/01
and Treasurer 7/1/93
William J. Carr 64 Vice President 10/1/88
Michael J. Montana 55 Vice President 7/1/88
Charles D. Naslund 49 Vice President 2/1/99
William C. Shores 63 Vice President 7/1/88
Steven R. Sullivan 41 Vice President, General Counsel 7/1/98
and Secretary 9/1/98
Martin J. Lyons 35 Controller 10/22/01
14
INFORMATION REGARDING EXECUTIVE OFFICERS REQUIRED BY ITEM 401(B) OF
REGULATION S-K:
DATE FIRST ELECTED
AGE AT OR APPOINTED TO
NAME 12/31/01 PRESENT POSITION PRESENT POSITION
---- -------- ---------------- ----------------
AmerenCIPS (Subsidiary)
-----------------------
Gary L. Rainwater 55 President, Chief Executive Officer 1/1/98
and Director 12/2/97
Paul A. Agathen 54 Senior Vice President 10/12/01
and Director 12/31/97
Warner L. Baxter 40 Senior Vice President 8/30/01
and Director 4/22/99
Daniel F. Cole 48 Senior Vice President 10/12/01
Garry L. Randolph 53 Senior Vice President 10/12/01
Thomas R. Voss 54 Senior Vice President 6/1/99
and Director 10/12/01
David A. Whiteley 45 Senior Vice President 10/12/01
Jerre E. Birdsong 47 Vice President 10/12/01
and Treasurer 12/31/97
Michael J. Montana 55 Vice President 4/28/98
Gilbert W. Moorman 58 Vice President 6/1/88
Craig D. Nelson 48 Vice President 4/28/98
Steven R. Sullivan 41 Vice President, General Counsel
and Secretary 11/7/98
Martin J. Lyons 35 Controller 10/22/01
Ameren Services Company (Subsidiary)
------------------------------------
Charles W. Mueller 63 Chairman, 8/30/01
Chief Executive Officer and Director 11/4/97
Gary L. Rainwater 55 President, Chief Operating Officer 8/30/01
and Director 4/25/00
Paul A. Agathen 54 Senior Vice President 12/31/97
and Director 4/27/99
Warner L. Baxter 40 Senior Vice President 8/30/01
and Director 4/25/00
Daniel F. Cole 48 Senior Vice President 6/1/99
Thomas R. Voss 54 Senior Vice President 6/1/99
and Director 10/25/01
David A. Whiteley 45 Senior Vice President 8/30/01
Jerre E. Birdsong 47 Vice President 10/12/01
and Treasurer 12/31/97
Charles A. Bremer 57 Vice President 12/31/97
William J. Carr 64 Vice President 7/7/99
J. L. Davis 54 Vice President 12/31/97
Baxter A. Gillette 32 Vice President 10/12/01
Richard J. Mark 46 Vice President 1/2/02
Michael J. Montana 55 Vice President 12/31/97
Michael G. Mueller 38 Vice President 9/18/00
Craig D. Nelson 48 Vice President 12/31/97
Gregory L. Nelson 44 Vice President 2/16/99
15
INFORMATION REGARDING EXECUTIVE OFFICERS REQUIRED BY ITEM 401(B) OF
REGULATION S-K:
DATE FIRST ELECTED
AGE AT OR APPOINTED TO
NAME 12/31/01 PRESENT POSITION PRESENT POSITION
---- -------- ---------------- ----------------
Ameren Services Company (Subsidiary) (Continued)
------------------------------------
J. Kay Smith 56 Vice President 7/1/99
Steven R. Sullivan 41 Vice President, General Counsel 7/1/98
and Secretary 9/1/98
Samuel E. Willis 57 Vice President 12/31/97
Ronald C. Zdellar 57 Vice President 12/31/97
Martin J. Lyons 35 Controller 10/22/01
AmerenEnergy Resources Company (Subsidiary)
-------------------------------------------
Daniel F. Cole 48 President 8/30/01
and Director 9/15/99
Jerre E. Birdsong 47 Vice President 10/12/01
and Treasurer 9/15/99
R. Alan Kelley 49 Vice President 11/13/00
Steven R. Sullivan 41 Vice President, General
Counsel and Secretary 9/15/99
AmerenEnergy Generating Company (Subsidiary)
--------------------------------------------
Daniel F. Cole 48 President 8/30/01
and Director 3/2/00
Paul A. Agathen 54 Senior Vice President 10/12/01
and Director 3/2/00
Warner L. Baxter 40 Senior Vice President 8/30/01
and Director 10/25/01
R. Alan Kelley 49 Senior Vice President 3/2/00
Garry L. Randolph 53 Senior Vice President 10/12/01
Thomas R. Voss 54 Senior Vice President 10/12/01
David A. Whiteley 45 Senior Vice President 10/12/01
Jerre E. Birdsong 47 Vice President 10/12/01
and Treasurer 3/2/00
Michael J. Montana 55 Vice President 11/6/00
Robert L. Powers 53 Vice President 7/5/00
Jerry L. Simpson 45 Vice President 3/2/00
Steven R. Sullivan 41 Vice President, General Counsel
and Secretary 3/2/00
Martin J. Lyons 35 Controller 10/22/01
16
INFORMATION REGARDING EXECUTIVE OFFICERS REQUIRED BY ITEM 401(B) OF
REGULATION S-K:
DATE FIRST ELECTED
AGE AT OR APPOINTED TO
NAME 12/31/01 PRESENT POSITION PRESENT POSITION
---- -------- ---------------- ----------------
AmerenEnergy Fuels and Services Company (Subsidiary)
----------------------------------------------------
Daniel F. Cole 48 President 8/30/01
and Director 9/18/00
Warner L. Baxter 40 Senior Vice President 8/30/01
and Director 10/25/01
Jerre E. Birdsong 47 Vice President 10/12/01
and Treasurer 9/18/00
Michael G. Mueller 38 Vice President 9/18/00
Steven R. Sullivan 41 Vice President, General Counsel
and Secretary 9/18/00
Martin J. Lyons 35 Controller 10/22/01
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 stockholders. There are no family relationships between the
foregoing officers of the Company or its subsidiaries except that Charles W.
Mueller is the father of Michael G. Mueller. Except for Messrs. Gregory L.
Nelson, Steven R. Sullivan, Martin J. Lyons, Baxter Gillette, and Mr. Richard J.
Mark, each of the above-named executive officers has been employed by the
Company or its subsidiaries for more than five years in executive or management
positions. Mr. Nelson was previously employed by the law firm of Thelen Reid &
Priest LLP; Mr. Sullivan by Anheuser Busch Companies, Inc.; Mr. Lyons by
PricewaterhouseCoopers LLP; Mr. Gillette by PricewaterhouseCoopers LLP; and Mr.
Mark by Ancilla Systems, Incorporated. Mr. Gillette, Vice President, Risk
Management, has resigned from the Company effective April 1, 2002.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
On October 9, 1998, the Company adopted a Shareholder Rights Plan
and declared a dividend of one preferred share purchase right (a Right) for each
outstanding share of common stock, par value $ .01 per share, of the Company.
Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock, par
value $ .01 per share, of the Company at a price of $180 per one one-hundredth
of a share of such Preferred Stock, subject to adjustment. The Rights will
become exercisable if someone buys 15 percent or more of the Company's common
stock. In addition, if someone buys 15 percent or more of the Company's common
stock, each right will entitle its holder (other than that buyer) to purchase a
number of shares of the Company's common stock having a market value of twice
the Right's $180 exercise price. If the Company is acquired in a merger, each
Right will entitle its holder to purchase a number of the acquiring company's
common shares having a market value at the time of twice the Right's exercise
price.
The Rights will expire on October 9, 2008. The Rights do not have
voting or dividend rights, and until they become exercisable, have no dilutive
effect on the per-share earnings of the Company. The Company has 4 million
shares of Preferred Stock initially reserved for issuance upon exercise of the
Rights. There is no Junior Participating Preferred Stock issued or outstanding.
For additional information on the Shareholder Rights Plan, see
Note 5 to the "Notes to Consolidated Financial Statements" on Page 41 of the
2001 Annual Report pages incorporated herein by
17
reference. Also see "Capital Program and Financing" section under "Item 1.
Business" herein for information on equity-linked securities and additional
common stock issued by the Company in March 2002.
Additional information required to be reported by this item is
included under "Common Stock and Dividend Information" on Page 55 of the 2001
Annual Report and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
Information for the 1996-2001 period required to be reported by
this item is included on Page 51 of the 2001 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 15 through 28 of the 2001 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 Page 26 through 28 and Notes 3 and 13 to the "Notes to
Consolidated Financial Statements" on Pages 39 and 49, respectively, of the 2001
Annual Report and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements of the Company on Pages 29 through 50,
the report thereon of PricewaterhouseCoopers LLP appearing on Page 14 and the
Selected Quarterly Information on Page 53 of the 2001 Annual Report are
incorporated herein by reference.
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 the Company's 2002
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.
Any information required to be reported by this item is included
under "Executive Compensation" in the Company's 2002 definitive proxy statement
filed pursuant to Regulation 14A and is incorporated herein by reference.
18
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Any information required to be reported by this item is included
under "Security Ownership" in the Company's 2002 definitive proxy statement
filed pursuant to Regulation 14A and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Any information required to be reported by this item is included
under "Item (1): Election of Directors" in the Company's 2002 definitive proxy
statement filed pursuant to Regulation 14A and is incorporated herein by
reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K.
(a) The following documents are filed as a part of this report:
1. Financial Statements: *
Page From 2001
Annual Report
-------------
Report of Independent Accountants............................................... 14
Consolidated Statement of Income - Years 2001, 2000, and 1999................... 29
Consolidated Balance Sheet - December 31, 2001 and 2000......................... 30, 31
Consolidated Statement of Cash Flows - Years 2001, 2000, and 1999............... 32
Consolidated Statement of Common Stockholders' Equity
- Years 2001, 2000, and 1999................................................. 33
Notes to Consolidated Financial Statements...................................... 34-50
*Incorporated by reference from the indicated pages of the 2001
Annual Report
2. Financial Statement Schedule:
The following schedule, for the years ended December 31,
2001, 2000 and 1999, should be read in conjunction with the
aforementioned financial statements (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........................................................... 20
Valuation and Qualifying Accounts (Schedule II)................................. 21
3. Exhibits: See EXHIBITS beginning on Page 23.
(b) Reports on Form 8-K. The Company filed a report on Form 8-K dated
December 5, 2001, providing a press release which estimated the
Company's overall financial exposure resulting from Enron Corp.'s
bankruptcy filing. As additional information, the Company filed a
report on Form 8-K dated February 14, 2002 providing the
Registrant's consolidated financial statements for the fiscal year
ended December 31, 2001, including the notes thereto, and the
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" for the Company, which are contained in the
portions of the 2001 Annual Report incorporated by reference in
this Form 10-K report.
19
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 1, 2002 appearing in the 2001 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 14(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 1, 2002
20
AMEREN CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
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, 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
=========== =========== =========== ===========
Year ended December 31, 1999
Reserves deducted in the balance sheet from
assets to which they apply:
Allowance for doubtful accounts $ 8,392,655 $12,240,000 $13,496,315 $ 7,136,340
=========== =========== =========== ===========
Note: Uncollectible accounts charged off, less recoveries.
21
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 28, 2002 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 28, 2002
---------------------------------------- Officer and Director
Charles W. Mueller (Principal Executive Officer)
/s/ GARY L. RAINWATER President and Chief Operating Officer March 28, 2002
----------------------------------------
Gary L. Rainwater
/s/ WARNER L. BAXTER Senior Vice President, Finance March 28, 2002
---------------------------------------- (Principal Financial Officer)
Warner L. Baxter
/s/ MARTIN J. LYONS Controller March 28, 2002
---------------------------------------- (Principal Accounting Officer)
Martin J. Lyons
* Director March 28, 2002
----------------------------------------
William E. Cornelius
* Director March 28, 2002
----------------------------------------
Clifford L. Greenwalt
* Director March 28, 2002
----------------------------------------
Thomas A. Hays
* Director March 28, 2002
----------------------------------------
Thomas H. Jacobsen
Director March 28, 2002
----------------------------------------
Richard A. Liddy
* Director March 28, 2002
----------------------------------------
Gordon R. Lohman
* Director March 28, 2002
----------------------------------------
Richard A. Lumpkin
* Director March 28, 2002
----------------------------------------
John Peters MacCarthy
* Director March 28, 2002
----------------------------------------
Hanne M. Merriman
* Director March 28, 2002
----------------------------------------
Paul L. Miller, Jr.
* Director March 28, 2002
----------------------------------------
Harvey Saligman
* Director March 28, 2002
----------------------------------------
Janet McAfee Weakley
* Director March 28, 2002
----------------------------------------
James W. Wogsland
*By /s/ STEVEN R. SULLIVAN March 28, 2002
------------------------------------
Steven R. Sullivan
Attorney-in-Fact
22
EXHIBITS
EXHIBITS FILED HEREWITH
EXHIBIT NO. DESCRIPTION
12 - Statement re Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements.
13 - Those pages of the 2001 Annual Report incorporated herein by
reference.
21 - Subsidiaries of the Registrant.
23 - Consent of Independent Accountants.
24 - Powers of Attorney.
EXHIBITS INCORPORATED BY REFERENCE
The following exhibits heretofore have been filed with the
Securities and Exchange Commission (SEC) pursuant to requirements of the Acts
administered by the Commission. Such exhibits are identified by the references
following the listing of each such exhibit, and they are hereby incorporated
herein by reference.
EXHIBIT NO. DESCRIPTION
2 - Agreement and Plan of Merger, dated as of August 11, 1995, by
and among Ameren Corporation (the Company), CIPSCO
Incorporated, Union Electric Company d/b/a AmerenUE
(AmerenUE), and Arch Merger Inc. (June 30, 1995 Form 10-Q/A
(Amendment No. 1), Exhibit 2(a)).
3.1(i) - Restated Articles of Incorporation of the Company (File No.
33-64165, Annex F).
3.2(i) - Certificate of Amendment to the 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 the Company 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).
23
EXHIBIT NO. DESCRIPTION
----------- -----------
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
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
Mercantile Bank of St. Louis, N.A., as trustee (Ameren UE
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
Mercantile Bank of St. Louis, N.A., as trustee (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).
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).
24
EXHIBIT NO. DESCRIPTION
----------- -----------
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 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).
4.13 - 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 (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 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.)
4.14 - Agreement, dated as of October 9, 1998, between the Company
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).
4.15 - 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).
4.16 - 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).
25
EXHIBIT NO. DESCRIPTION
----------- -----------
4.17 - 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).
4.18 - Registration Rights Agreement, dated as of November 1, 2000,
among Generating Company and the Initial Purchasers 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 4.5).
4.19 - 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).
4.20 - Indenture of the Company with The Bank of New York, as
Trustee, relating to senior debt securities dated as of
December 1, 2001 (the Company's Senior Indenture) (File No.
333-81774, Exhibit 4.5).
4.21 - Company order relating to $150,000,000 Floating Rate Notes
due December 12, 2003 issued under the Company's Senior
Indenture (including the forms of notes) (File No.
333-81774, Exhibit 4.6).
4.22 - Company order relating to $100,000,000 5.70% Notes due
February 1, 2007 issued under the Company's Senior Indenture
(including the forms of notes) (File No. 333-81774, Exhibit
4.7).
4.23 - Company order relating to $345,000,000 Notes due May 15,
2007 issued under the Company's Senior Indenture (including
the forms of notes and certificate of normal unit) (File No.
333-81774, Exhibit 4.8).
4.24 - Purchase Contract Agreement dated as of March 1, 2002
between the Company 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).
4.25 - Pledge Agreement dated as of March 1, 2002 among the
Company, 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).
10.1 - The Company's Long-Term Incentive Plan of 1998 (1998 Form
10-K, Exhibit 10.1).
10.2 - The Company's Change of Control Severance Plan (1998 Form
10-K, Exhibit 10.2).
10.3 - The Company's Deferred Compensation Plan for Members of the
Board of Directors (1998 Form 10-K, Exhibit 10.4).
10.4 - The Company'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).
26
EXHIBIT NO. DESCRIPTION
----------- -----------
10.5 - The Company'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 Purchase 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).
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 - Amended Joint Dispatch Agreement among Generating Company,
AmerenCIPS and AmerenUE (File No. 333-56594, Exhibit 10.4).
10.13 - Alliance Agreement establishing the Alliance Independent
Transmission System Operator, Inc., Alliance Transmission
Company, LLC and Amendment to admit AmerenCIPS and AmerenUE
(June 30, 2001 Form 10-Q, Exhibit 10.1).
27
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.
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.
Information regarding AmerenEnergy Generating Company on Form S-4 is on
file with the SEC under File Number 333-56594 and its Forms 8-K, 10-Q
and 10-K are being filed under the same File Number.
28