UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(X) Quarterly report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the Quarterly Period Ended March 31, 2004
OR
( ) Transition report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the transition period from ________to _________.
Exact Name of Registrant as specified in its charter;
Commission State of Incorporation; IRS Employer
File Number Address and Telephone Number Identification No.
----------- ---------------------------- -----------------
1-14756 Ameren Corporation 43-1723446
(Missouri Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
1-2967 Union Electric Company 43-0559760
(Missouri Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
1-3672 Central Illinois Public Service Company 37-0211380
(Illinois Corporation)
607 East Adams Street
Springfield, Illinois 62739
(217) 523-3600
333-56594 Ameren Energy Generating Company 37-1395586
(Illinois Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
2-95569 CILCORP Inc. 37-1169387
(Illinois Corporation)
300 Liberty Street
Peoria, Illinois 61602
(309) 677-5230
1-2732 Central Illinois Light Company 37-0211050
(Illinois Corporation)
300 Liberty Street
Peoria, Illinois 61602
(309) 677-5230
Indicate by check mark whether the Registrants (1) have 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) have been subject to such
filing requirements for the past 90 days.
Yes (X) No ( )
Indicate by check mark whether each Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Ameren Corporation Yes (X) No ( )
Union Electric Company Yes ( ) No (X)
Central Illinois Public Service Company Yes ( ) No (X)
Ameren Energy Generating Company Yes ( ) No (X)
CILCORP Inc. Yes ( ) No (X)
Central Illinois Light Company Yes ( ) No (X)
The number of shares outstanding of each Registrant's classes of common
stock as of April 30, 2004, was as follows:
Ameren Corporation Common stock, $.01 par value - 182,643,788
Union Electric Company Common stock, $5 par value, held by Ameren
Corporation (parent company of the Registrant)-
102,123,834
Central Illinois Public Service Company Common stock, no par value, held by Ameren
Corporation (parent company of the Registrant)-
25,452,373
Ameren Energy Generating Company Common stock, no par value, held by Ameren Energy
Development Company (parent company of the
Registrant and indirect subsidiary of
Ameren Corporation) - 2,000
CILCORP Inc. Common stock, no par value, held by Ameren
Corporation (parent company of the Registrant)- 1,000
Central Illinois Light Company Common stock, no par value, held by CILCORP Inc.
(parent company of the Registrant and subsidiary of
Ameren Corporation) - 13,563,871
This combined Form 10-Q is separately filed by Ameren Corporation, Union
Electric Company, Central Illinois Public Service Company, Ameren Energy
Generating Company, CILCORP Inc. and Central Illinois Light Company. Each
Registrant hereto is filing on its own behalf all of the information contained
in this quarterly report that relates to such Registrant. Each Registrant hereto
is not filing any information that does not relate to such Registrant, and
therefore makes no representation as to any such information.
Prior to the quarterly report on Form 10-Q for the period ended September
30, 2003, separate filings were made by each Registrant, except CILCORP Inc. and
Central Illinois Light Company, which made a combined filing. Ameren Corporation
and its subsidiaries changed to a combined filing in order to improve disclosure
and to simplify administrative processes.
OMISSION OF CERTAIN INFORMATION
Ameren Energy Generating Company and CILCORP Inc. meet the conditions set
forth in General Instruction H(1)(a) and (b) of Form 10-Q and are therefore
filing this Form 10-Q with the reduced disclosure format allowed under that
General Instruction.
TABLE OF CONTENTS
Page
----
Glossary of Terms and Abbreviations.......................................................... 5
Forward-looking Statements................................................................... 7
PART I. Financial Information
ITEM 1. Financial Statements (Unaudited)
Ameren Corporation
Consolidated Statement of Income.................................................. 9
Consolidated Balance Sheet........................................................ 10
Consolidated Statement of Cash Flows.............................................. 11
Union Electric Company
Consolidated Statement of Income.................................................. 12
Consolidated Balance Sheet........................................................ 13
Consolidated Statement of Cash Flows.............................................. 14
Central Illinois Public Service Company
Statement of Income............................................................... 15
Balance Sheet..................................................................... 16
Statement of Cash Flows........................................................... 17
Ameren Energy Generating Company
Statement of Income............................................................... 18
Balance Sheet..................................................................... 19
Statement of Cash Flows........................................................... 20
CILCORP Inc.
Consolidated Statement of Income.................................................. 21
Consolidated Balance Sheet........................................................ 22
Consolidated Statement of Cash Flows.............................................. 23
Central Illinois Light Company
Consolidated Statement of Income.................................................. 24
Consolidated Balance Sheet........................................................ 25
Consolidated Statement of Cash Flows.............................................. 26
3
Combined Notes to Financial Statements............................................ 27
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................................. 52
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk........................ 71
ITEM 4. Controls and Procedures........................................................... 75
PART II. Other Information
ITEM 1. Legal Proceedings................................................................. 75
ITEM 6. Exhibits and Reports on Form 8-K.................................................. 76
SIGNATURES................................................................................... 79
This Form 10-Q 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-Q 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.
4
GLOSSARY OF TERMS AND ABBREVIATIONS
AERG - AmerenEnergy Resources Generating Company, a subsidiary of CILCO, which
operates a non rate-regulated electric generation business in Illinois and which
was formerly known as Central Illinois Generation, Inc.
AES - The AES Corporation.
AFS - Ameren Energy Fuels and Services Company, a subsidiary of Resources
Company, which procures fuel and gas and manages the related risks for the
Ameren Companies.
Ameren - Ameren Corporation and its subsidiaries on a consolidated basis. When
referring to financing or acquisition activities, Ameren is defined as Ameren
Corporation, the parent.
Ameren Companies - The individual Registrants within the Ameren consolidated
group.
Ameren Energy - Ameren Energy, Inc., a subsidiary of Ameren Corporation, which
serves as a power marketing and risk management agent for UE and Genco for
transactions of primarily less than one year.
Ameren Services - Ameren Services Company, a subsidiary of Ameren Corporation,
which provides a variety of support services to Ameren and its subsidiaries.
CILCO - Central Illinois Light Company, a subsidiary of CILCORP, 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. CILCO owns all of the common stock of AERG.
CILCORP - CILCORP Inc., a subsidiary of Ameren Corporation, which operates as a
holding company for CILCO.
CIPS - Central Illinois Public Service Company, a subsidiary of Ameren
Corporation, which operates a rate-regulated electric and natural gas
transmission and distribution business in Illinois as AmerenCIPS.
CT - Combustion turbine generation equipment.
Development Company - Ameren Energy Development Company, a subsidiary of
Resources Company and parent of Genco, which develops and constructs generating
facilities for Genco.
DOE - Department of Energy, a governmental agency of the United States of
America.
DOJ - Department of Justice, a governmental agency of the United States of
America.
DRPlus - Ameren Corporation's dividend reinvestment and stock purchase plan.
Dynegy - Dynegy Inc., the indirect parent company of Illinois Power.
EEI - Electric Energy, Inc., a 60%-owned subsidiary of Ameren Corporation, which
is 40% owned by UE and 20% owned by Resources Company, which operates electric
generation and transmission facilities in Illinois.
EPA - Environmental Protection Agency, a governmental agency of the United
States of America.
ERISA - Employee Retirement Income Security Act of 1974, as amended.
Exchange Act - Securities Exchange Act of 1934, as amended.
FASB - Financial Accounting Standards Board, a rulemaking organization that
establishes financial accounting and reporting standards in the United States of
America.
FCC - Federal Communications Commission, a governmental agency of the United
States of America.
5
FERC - Federal Energy Regulatory Commission, a governmental agency of the United
States of America that, among other things, regulates interstate transmission
and wholesale sales of electricity and gas and related matters.
FIN - FASB Interpretation intended to clarify accounting pronouncements
previously issued by the FASB.
Fitch - Fitch Ratings, a leading global rating agency.
FTC - Federal Trade Commission, a governmental agency of the United States of
America.
GAAP - Generally accepted accounting principles in the United States of America.
Genco - Ameren Energy Generating Company, a subsidiary of Development Company,
which operates a non rate-regulated electric generation business in Illinois and
Missouri.
GridAmerica Companies - UE, CIPS, American Transmission Systems, Inc., a
subsidiary of FirstEnergy Corp., and Northern Indiana Public Service Company, a
subsidiary of NiSource, Incorporated.
Hart-Scott-Rodino Act - Hart-Scott-Rodino Antitrust Improvements Act of 1976,
which establishes procedures for companies involved in transactions that meet
certain criteria to file a premerger notification with the FTC and the DOJ
Antitrust Division and to wait prescribed time periods for government review
prior to completing their transaction.
Heating Degree Days - The summation of negative differences between the mean
daily temperature and the 65o Fahrenheit base. This statistic is useful as an
indicator of demand for electricity and natural gas for winter space heating for
residential and commercial customers.
IBEW - International Brotherhood of Electrical Workers.
ICC - Illinois Commerce Commission, a state agency that regulates the Illinois
utility businesses and operations of UE, CIPS and CILCO.
Illinois Customer Choice Law - Illinois Electric Service Customer Choice and
Rate Relief Law of 1997, which provides for electric utility restructuring and
introduces competition into the retail supply of electric energy in Illinois.
Illinois Power - Illinois Power Company, a wholly owned subsidiary of Illinova
Corporation, which is a subsidiary of Dynegy.
ITC - Independent Transmission Company.
IUOE - International Union of Operating Engineers.
Marketing Company - Ameren Energy Marketing Company, a subsidiary of Resources
Company, which markets power for periods primarily over one year.
Medina Valley - AmerenEnergy Medina Valley Cogen (No. 4), LLC and its
subsidiaries, which are subsidiaries of Resources Company, which indirectly own
a 40 megawatt, gas-fired electric generation plant.
Midwest ISO - Midwest Independent Transmission System Operator Inc.
Missouri Environmental Authority - State Environmental Improvement and Energy
Resources Authority of the State of Missouri, a governmental instrumentality
that is authorized to finance environmental projects through the issuance of tax
exempt bonds and notes.
Money Pool - Borrowing arrangements with and among the Ameren Companies to
coordinate and provide for certain short-term cash and working capital
requirements. Separate money pools are maintained between rate-regulated and non
rate-regulated businesses.
6
Moody's - Moody's Investors Service, Inc., a leading global rating agency.
MoPSC - Missouri Public Service Commission, a state agency that regulates the
Missouri utility business and operations of UE.
NRC - Nuclear Regulatory Commission, a governmental agency of the United States
of America.
NOx - Nitrogen oxide.
NYMEX - New York Mercantile Exchange.
OATT - Open Access Transmission Tariff.
OCI - Other Comprehensive Income (Loss) as defined by GAAP.
PUHCA - Public Utility Holding Company Act of 1935, as amended.
Resources Company - Ameren Energy Resources Company, a subsidiary of Ameren
Corporation, which consists of non rate-regulated operations, including
Development Company, Genco, Marketing Company, AFS and Medina Valley.
RTO - Regional Transmission Organization.
S&P - Standard and Poor's Inc., a leading global rating agency.
SEC - Securities and Exchange Commission, a governmental agency of the United
States of America.
SFAS - Statement of Financial Accounting Standards, the accounting and financial
reporting rules issued by the FASB.
SO2 - Sulfur dioxide.
UE - Union Electric Company, a subsidiary of Ameren Corporation, 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.
- --------------------------------------------------------------------------------
When we refer to "our", "we" or "us", it indicates that the referred
information relates to all Ameren Companies. When we refer to financing or
acquisition activities, we are defining Ameren as the parent holding company.
When appropriate, subsidiaries of Ameren are specifically referenced in order to
distinguish among their different business activities.
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 important factors that could cause actual
results to differ materially from those
7
anticipated. The following factors, in addition to those discussed elsewhere in
this report and in filings with the SEC, could cause actual results to differ
materially from management expectations as suggested by such "forward-looking"
statements:
o the closing and timing of Ameren's acquisition of Illinois Power and the
impact of any conditions imposed by regulators in connection with their
approval thereof;
o the effects of the stipulation and agreement relating to the UE 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 the Midwest ISO;
o the availability of fuel for the production of electricity, such as coal
and natural gas, and purchased power and natural gas for distribution, and
the level and volatility of future market prices for such commodities,
including the ability to recover any increased costs;
o the use of financial and derivative instruments;
o average rates for electricity in the Midwest;
o business and economic conditions;
o the impact of the adoption of new accounting standards and the application
of appropriate technical accounting rules and guidance;
o interest rates and the availability of capital;
o actions of ratings 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 on
benefit plan assets;
o disruptions of the capital markets or other events making the Ameren
Companies' access to necessary capital more difficult or costly;
o competition from other generating facilities, including new facilities that
may be developed;
o difficulties in integrating CILCO and Illinois Power (if consummated) with
Ameren's other businesses;
o changes adversely impacting synergy assumptions in connection with the
CILCORP and Illinois Power (if consummated) acquisitions;
o cost and availability of transmission capacity for the energy generated by
the Ameren Companies' generating facilities or required to satisfy energy
sales made by the Ameren Companies; 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 the 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.
8
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
AMEREN CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (In millions, except per share amounts)
Three Months Ended
March 31,
----------------------
2004 2003
---------- ----------
Operating Revenues:
Electric $ 913 $ 856
Gas 301 250
Other 2 2
---------- ----------
Total operating revenues 1,216 1,108
---------- ----------
Operating Expenses:
Fuel and purchased power 271 232
Gas purchased for resale 213 181
Other operations and maintenance 306 292
Depreciation and amortization 130 124
Taxes other than income taxes 80 78
---------- ----------
Total operating expenses 1,000 907
---------- ----------
Operating Income 216 201
Other Income and (Deductions):
Miscellaneous income 8 6
Miscellaneous expense (1) (3)
---------- ----------
Total other income and (deductions) 7 3
---------- ----------
Interest Charges and Preferred Dividends:
Interest 64 66
Preferred dividends of subsidiaries 3 3
---------- ----------
Net interest charges and preferred dividends 67 69
---------- ----------
Income Before Income Taxes and Cumulative Effect of Change
in Accounting Principle 156 135
Income Taxes 59 52
---------- ----------
Income Before Cumulative Effect of Change in Accounting
Principle 97 83
Cumulative Effect of Change in Accounting Principle,
Net of Income Taxes of $- and $12 - 18
---------- ----------
Net Income $ 97 $ 101
========== ==========
Earnings per Common Share - Basic and Diluted:
Income before cumulative effect of change
in accounting principle $ 0.55 $ 0.52
Cumulative effect of change in accounting
principle, net of income taxes - 0.11
---------- ----------
Earnings per Common Share - Basic and Diluted $ 0.55 $ 0.63
========== ==========
Dividends per Common Share $ 0.635 $ 0.635
Average Common Shares Outstanding 174.3 158.9
The accompanying notes are an integral part of these consolidated financial
statements.
9
AMEREN CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited) (In millions, except per share amounts)
March 31, December 31,
2004 2003
------------ ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 633 $ 111
Accounts receivables - trade (less allowance for doubtful
accounts of $12 and $13, respectively) 326 326
Unbilled revenue 199 221
Miscellaneous accounts and notes receivable 63 126
Materials and supplies, at average cost 412 487
Other current assets 54 46
------------ ------------
Total current assets 1,687 1,317
------------ ------------
Property and Plant, Net 10,963 10,920
Investments and Other Non-Current Assets:
Investments in leveraged leases 161 164
Nuclear decommissioning trust fund 218 212
Goodwill and other intangibles, net 565 574
Other assets 344 320
------------ ------------
Total investments and other non-current assets 1,288 1,270
------------ ------------
Regulatory Assets 701 729
------------ ------------
TOTAL ASSETS $ 14,639 $ 14,236
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 331 $ 498
Short-term debt 2 161
Accounts and wages payable 249 480
Taxes accrued 182 103
Other current liabilities 252 215
------------ ------------
Total current liabilities 1,016 1,457
------------ ------------
Long-term Debt, Net 4,068 4,070
Preferred Stock of Subsidiary Subject to Mandatory Redemption 21 21
Deferred Credits and Other Non-Current Liabilities:
Accumulated deferred income taxes, net 1,800 1,853
Accumulated deferred investment tax credits 148 151
Regulatory liabilities 832 824
Asset retirement obligations 419 413
Accrued pension and other postretirement benefits 741 699
Other deferred credits and liabilities 186 190
------------ ------------
Total deferred credits and other non-current liabilities 4,126 4,130
------------ ------------
Preferred Stock of Subsidiaries Not Subject to Mandatory Redemption 182 182
Minority Interest in Consolidated Subsidiaries 23 22
Commitments and Contingencies (Note 9)
Stockholders' Equity:
Common stock, $.01 par value, 400.0 shares authorized -
shares outstanding of 182.5 and 162.9, respectively 2 2
Other paid-in capital, principally premium on common stock 3,425 2,552
Retained earnings 1,834 1,853
Accumulated other comprehensive income (loss) (44) (44)
Other (14) (9)
------------ ------------
Total stockholders' equity 5,203 4,354
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 14,639 $ 14,236
============ ============
The acccompanying notes are an integral part of these consolidated financial
statements.
10
AMEREN CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)
Three Months Ended
March 31,
------------------------
2004 2003
----------- ----------
Cash Flows From Operating Activities:
Net income $ 97 $ 101
Adjustments to reconcile net income to net cash
provided by operating activities:
Cumulative effect of change in accounting principle - (18)
Depreciation and amortization 130 124
Amortization of nuclear fuel 8 7
Amortization of debt issuance costs and premium/discounts 3 2
Deferred income taxes, net (24) 3
Deferred investment tax credits, net (3) (3)
Coal contract settlement 9 -
Changes in assets and liabilities, excluding the effects of the acquisitions:
Receivables, net 37 13
Materials and supplies 75 44
Accounts and wages payable (195) (186)
Taxes accrued 79 68
Assets, other (15) 5
Liabilities, other 55 73
Other (12) (7)
----------- -----------
Net cash provided by operating activities 244 226
----------- -----------
Cash Flows From Investing Activities:
Construction expenditures (165) (144)
Acquisitions, net of cash acquired - (488)
Nuclear fuel expenditures (3) -
Other 7 3
----------- -----------
Net cash used in investing activities (161) (629)
----------- -----------
Cash Flows From Financing Activities:
Dividends on common stock (116) (102)
Capital issuance costs (22) (10)
Redemptions, repurchases and maturities:
Nuclear fuel lease (67) (2)
Short-term debt (159) (255)
Long-term debt (100) (31)
Issuances:
Common stock 903 285
Long-term debt - 184
----------- -----------
Net cash provided by financing activities 439 69
----------- -----------
Net change in cash and cash equivalents 522 (334)
Cash and cash equivalents at beginning of year 111 628
----------- -----------
Cash and cash equivalents at end of period $ 633 $ 294
=========== ===========
Cash Paid During the Periods:
Interest $ 45 $ 45
Income taxes, net 34 11
The accompanying notes are an integral part of these consolidated financial
statements.
11
UNION ELECTRIC COMPANY
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (In millions)
Three Months Ended
March 31,
-----------------------------
2004 2003
----------- ------------
Operating Revenues:
Electric $ 548 $ 555
Gas 72 65
------------ ------------
Total operating revenues 620 620
------------ ------------
Operating Expenses:
Fuel and purchased power 143 140
Gas purchased for resale 44 39
Other operations and maintenance 193 187
Depreciation and amortization 72 70
Taxes other than income taxes 55 53
------------ ------------
Total operating expenses 507 489
------------ ------------
Operating Income 113 131
Other Income and (Deductions):
Miscellaneous income 5 1
Miscellaneous expense (1) (1)
------------ ------------
Total other income and (deductions) 4 -
------------ ------------
Interest Charges 25 25
------------ ------------
Income Before Income Taxes 92 106
Income Taxes 34 38
------------ ------------
Net Income 58 68
Preferred Stock Dividends 1 1
------------ ------------
Net Income Available to Common Stockholder $ 57 $ 67
============ ============
The accompanying notes as they relate to UE are an integral part of these
consolidated financial statements.
12
UNION ELECTRIC COMPANY
CONSOLIDATED BALANCE SHEET
(Unaudited) (In millions, except per share amounts)
March 31, December 31,
2004 2003
------------- -------------
ASSETS
Current Assets:
Cash and cash equivalents $ 7 $ 15
Accounts receivable - trade (less allowance for doubtful
accounts of $5 and $6, respectively) 166 172
Unbilled revenue 101 111
Miscellaneous accounts and notes receivable 61 117
Materials and supplies, at average cost 161 175
Other current assets 21 26
------------- -------------
Total current assets 517 616
------------- -------------
Property and Plant, Net 6,819 6,758
Investments and Other Non-Current Assets:
Nuclear decommissioning trust fund 218 212
Other assets 257 246
------------- -------------
Total investments and other non-current assets 475 458
------------- -------------
Regulatory Assets 656 685
------------- -------------
TOTAL ASSETS $ 8,467 $ 8,517
============= =============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Current maturities of long-term debt $ 277 $ 344
Short-term debt - 150
Borrowings from money pool 292 -
Accounts and wages payable 158 314
Taxes accrued 129 66
Other current liabilities 102 102
------------- -------------
Total current liabilities 958 976
------------- -------------
Long-term Debt, Net 1,758 1,758
Deferred Credits and Other Non-Current Liabilities:
Accumulated deferred income taxes, net 1,245 1,289
Accumulated deferred investment tax credits 113 114
Regulatory liabilities 657 652
Asset retirement obligations 414 408
Accrued pension and other postretirement benefits 340 317
Other deferred credits and liabilities 79 80
------------- -------------
Total deferred credits and other non-current liabilities 2,848 2,860
------------- -------------
Commitments and Contingencies (Note 9)
Stockholder's Equity:
Common stock, $5 par value, 150.0 shares authorized - 102.1 shares outstanding 511 511
Preferred stock not subject to mandatory redemption 113 113
Other paid-in capital, principally premium on common stock 702 702
Retained earnings 1,608 1,630
Accumulated other comprehensive income (loss) (31) (33)
------------- -------------
Total stockholder's equity 2,903 2,923
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 8,467 $ 8,517
============= =============
The accompanying notes as they relate to UE are an integral part of these
consolidated financial statements.
13
UNION ELECTRIC COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)
Three Months Ended
March 31,
-----------------------------
2004 2003
------------- -------------
Cash Flows From Operating Activities:
Net income $ 58 $ 68
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 72 70
Amortization of nuclear fuel 8 7
Amortization of debt issuance costs and premium/discounts 1 1
Deferred income taxes, net (22) (5)
Deferred investment tax credits, net (1) (1)
Coal contract settlement 9 -
Changes in assets and liabilities:
Receivables, net 24 7
Materials and supplies 14 15
Accounts and wages payable (142) (193)
Taxes accrued 63 60
Assets, other 15 (10)
Liabilities, other 4 26
Other 2 (1)
------------- -------------
Net cash provided by operating activities 105 44
------------- -------------
Cash Flows From Investing Activities:
Construction expenditures (105) (101)
Nuclear fuel expenditures (3) -
Other - 1
------------- -------------
Net cash used in investing activities (108) (100)
------------- -------------
Cash Flows From Financing Activities:
Dividends on common stock (79) (82)
Dividends on preferred stock (1) (1)
Capital issuance costs - (1)
Redemptions, repurchases, and maturities:
Nuclear fuel lease (67) (2)
Short-term debt (150) (250)
Issuances:
Long-term debt - 184
Borrowings from money pool 292 317
------------- -------------
Net cash provided by (used in) financing activities (5) 165
------------- -------------
Net change in cash and cash equivalents (8) 109
Cash and cash equivalents at beginning of year 15 9
------------- -------------
Cash and cash equivalents at end of period $ 7 $ 118
============= =============
Cash Paid During the Periods:
Interest $ 27 $ 23
Income taxes, net 17 7
The accompanying notes as they relate to UE are an integral part of these
consolidated financial statements.
14
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
STATEMENT OF INCOME
(Unaudited) (In millions)
Three Months Ended
March 31,
-----------------------------
2004 2003
-------------- ------------
Operating Revenues:
Electric $ 127 $ 132
Gas 85 77
-------------- ------------
Total operating revenues 212 209
-------------- ------------
Operating Expenses:
Purchased power 80 86
Gas purchased for resale 56 53
Other operations and maintenance 37 42
Depreciation and amortization 13 13
Taxes other than income taxes 9 9
-------------- ------------
Total operating expenses 195 203
-------------- ------------
Operating Income 17 6
Other Income and (Deductions):
Miscellaneous income 7 7
Miscellaneous expense - (1)
-------------- ------------
Total other income and (deductions) 7 6
-------------- ------------
8 9
-------------- ------------
Income Before Income Taxes 16 3
Income Taxes 6 1
-------------- ------------
Net Income 10 2
Preferred Stock Dividends 1 1
-------------- ------------
Net Income Available to Common Stockholder $ 9 $ 1
============== ============
The accompanying notes as they relate to CIPS are an integral part of these
financial statements.
15
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
BALANCE SHEET
(Unaudited)(In millions)
March 31, December 31,
2004 2003
------------- -------------
ASSETS
Current Assets:
Cash and cash equivalents $ 14 $ 16
Accounts receivable - trade (less allowance for doubtful
accounts of $2 and $1, respectively) 59 48
Unbilled revenue 54 64
Miscellaneous accounts and notes receivable 14 22
Current portion of intercompany note receivable - Genco 49 49
Current portion of intercompany tax receivable - Genco 12 12
Materials and supplies, at average cost 25 51
Other current assets 13 6
------------- -------------
Total current assets 240 268
------------- -------------
Property and Plant, Net 952 955
Investments and Other Non-Current Assets:
Intercompany note receivable - Genco 324 324
Intercompany tax receivable - Genco 147 150
Other assets 20 17
------------- -------------
Total investments and other non-current assets 491 491
------------- -------------
Regulatory Assets 29 28
------------- -------------
TOTAL ASSETS $ 1,712 $ 1,742
============= =============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts and wages payable $ 62 $ 71
Borrowings from money pool 97 121
Taxes accrued 30 19
Other current liabilities 30 27
------------- -------------
Total current liabilities 219 238
------------- -------------
Long-term Debt, Net 485 485
Deferred Credits and Other Non-Current Liabilities:
Accumulated deferred income taxes, net 261 269
Accumulated deferred investment tax credits 11 11
Regulatory liabilities 146 145
Other deferred credits and liabilities 66 62
------------- -------------
Total deferred credits and other non-current liabilities 484 487
------------- -------------
Commitments and Contingencies (Note 9)
Stockholder's Equity:
Common stock, no par value, 45.0 shares authorized - 25.5 shares outstanding 120 120
Preferred stock not subject to mandatory redemption 50 50
Retained earnings 359 369
Accumulated other comprehensive income (loss) (5) (7)
------------- -------------
Total stockholder's equity 524 532
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 1,712 $ 1,742
============= =============
The accompanying notes as they relate to CIPS are an integral part of these
financial statements.
16
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
STATEMENT OF CASH FLOWS
(Unaudited) (In millions)
Three Months Ended
March 31,
---------------------
2004 2003
-------- -------
Cash Flows From Operating Activities:
Net income $ 10 $ 2
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 13 13
Deferred income taxes, net (9) (5)
Deferred investment tax credits, net - (1)
Changes in assets and liabilities:
Receivables, net 7 1
Materials and supplies 26 22
Accounts and wages payable (9) (10)
Taxes accrued 11 6
Assets, other (7) 4
Liabilities, other 7 9
Other 2 -
------- --------
Net cash provided by operating activities 51 41
------- --------
Cash Flows From Investing Activities:
Construction expenditures (9) (10)
Advances to money pool - (7)
------- --------
Net cash used in investing activities (9) (17)
------- --------
Cash Flows From Financing Activities:
Dividends on common stock (19) (19)
Dividends on preferred stock (1) (1)
Redemptions, repurchases, and maturities:
Long-term debt - (5)
Repayments to money pool (24) -
------- --------
Net cash used in financing activities (44) (25)
------- --------
Net change in cash and cash equivalents (2) (1)
Cash and cash equivalents at beginning of year 16 17
------- --------
Cash and cash equivalents at end of period $ 14 $ 16
======= ========
Cash Paid During the Periods:
Interest $ 3 $ 5
Income taxes, net 6 -
The accompanying notes as they relate to CIPS are an integral part of these
financial statements.
17
AMEREN ENERGY GENERATING COMPANY
STATEMENT OF INCOME
(Unaudited) (In millions)
Three Months Ended
March 31,
--------------------------
2004 2003
---------- -----------
Operating Revenues:
Electric $ 216 $ 206
---------- -----------
Total operating revenues 216 206
---------- -----------
Operating Expenses:
Fuel and purchased power 92 88
Other operations and maintenance 30 35
Depreciation and amortization 19 18
Taxes other than income taxes 5 7
---------- -----------
Total operating expenses 146 148
---------- -----------
Operating Income 70 58
Other Income and (Deductions):
Miscellaneous income - 2
Miscellaneous expense (1) -
---------- -----------
Total other income and (deductions) (1) 2
---------- -----------
Interest Charges 23 26
---------- -----------
Income Before Income Taxes and Cumulative Effect of Change
in Accounting Principle 46 34
Income Taxes 17 13
---------- -----------
Income Before Cumulative Effect of Change in Accounting
Principle 29 21
Cumulative Effect of Change in Accounting Principle,
Net of Income Taxes - 18
---------- -----------
Net Income $ 29 $ 39
========== ===========
The accompanying notes as they relate to Genco are an integral part of these
financial statements.
18
AMEREN ENERGY GENERATING COMPANY
BALANCE SHEET
(Unaudited) (In millions, except shares)
March 31, December 31,
2004 2003
----------- ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 2 $ 2
Accounts receivable 93 88
Materials and supplies, at average cost 88 90
Other current assets 2 4
---------- -----------
Total current assets 185 184
Property and Plant, Net 1,762 1,774
Other Non-Current Assets 17 19
---------- -----------
TOTAL ASSETS $ 1,964 $ 1,977
========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts and wages payable $ 52 $ 75
Borrowings from money pool 91 124
Current portion of intercompany notes payable - CIPS and Ameren 53 53
Current portion of intercompany tax payable - CIPS 12 12
Taxes accrued 46 30
Other current liabilities 35 23
---------- -----------
Total current liabilities 289 317
---------- -----------
Long-term Debt, Net 698 698
Intercompany Notes Payable - CIPS and Ameren 358 358
Deferred Credits and Other Non-Current Liabilities:
Accumulated deferred income taxes, net 106 99
Accumulated deferred investment tax credits 13 13
Intercompany tax payable - CIPS 147 150
Accrued pension and other postretirement benefits 21 19
Other deferred credits and liabilities 1 2
---------- -----------
Total deferred credits and other non-current liabilities 288 283
---------- -----------
Commitments and Contingencies (Note 9)
Stockholder's Equity:
Common stock, no par value, 10,000 shares authorized - 2,000 shares outstanding - -
Other paid-in capital 150 150
Retained earnings 181 170
Accumulated other comprehensive income (loss) - 1
---------- -----------
Total stockholder's equity 331 321
---------- -----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 1,964 $ 1,977
========== ===========
The accompanying notes as they relate to Genco are an integral part of these
financial statements.
19
AMEREN ENERGY GENERATING COMPANY
STATEMENT OF CASH FLOWS
(Unaudited) (In millions)
Three Months Ended
March 31,
--------------------------
2004 2003
---------- ----------
Cash Flows From Operating Activities:
Net income $ 29 $ 39
Adjustments to reconcile net income to net cash
provided by operating activities:
Cumulative effect of change in accounting principle - (18)
Depreciation and amortization 19 18
Deferred income taxes, net 9 20
Changes in assets and liabilities:
Accounts receivable (5) (18)
Materials and supplies 2 1
Taxes accrued 16 (2)
Accounts and wages payable (14) (22)
Assets, other 4 (1)
Liabilities, other 8 15
Other (1) -
----------- ----------
Net cash provided by operating activities 67 32
----------- ----------
Cash Flows From Investing Activities:
Construction expenditures (16) (10)
----------- ----------
Net cash used in investing activities (16) (10)
----------- ----------
Cash Flows From Financing Activities:
Dividends on common stock (18) (1)
Redemptions, repurchases, and maturities:
Repayments to money pool (33) (21)
----------- ----------
Net cash used in financing activities (51) (22)
----------- ----------
Net change in cash and cash equivalents - -
Cash and cash equivalents at beginning of year 2 3
----------- ----------
Cash and cash equivalents at end of period $ 2 $ 3
=========== ==========
Cash Paid During the Periods:
Interest $ 10 $ 11
Income taxes (refunded) paid (3) -
The accompanying notes as they relate to Genco are an integral part of these
financial statements.
20
CILCORP INC.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (In millions)
---------------Successor--------- ---Predecessor---
Three Two
Months Months
Ended Ended
March 31, March 31, January
--------------- --------------- --------------
2004 2003 2003
--------------- --------------- --------------
Operating Revenues:
Electric $ 98 $ 80 $ 47
Gas 141 103 58
Other 1 1 -
--------------- --------------- --------------
Total operating revenues 240 184 105
--------------- --------------- --------------
Operating Expenses:
Fuel and purchased power 45 42 24
Gas purchased for resale 107 83 44
Other operations and maintenance 43 22 14
Depreciation and amortization 16 14 6
Taxes other than income taxes 9 8 4
--------------- --------------- --------------
Total operating expenses 220 169 92
--------------- --------------- --------------
Operating Income 20 15 13
Other Income and (Deductions):
Miscellaneous expense (1) - -
--------------- --------------- --------------
Total other income and (deductions) (1) - -
--------------- --------------- --------------
Interest Charges 12 9 5
Income Before Income Taxes and Cumulative Effect of
Change in Accounting Principle 7 6 8
Income Taxes 3 3 3
--------------- --------------- --------------
Income Before Cumulative Effect of Change in
Accounting Principle 4 3 5
Cumulative Effect of Change in Accounting Principle,
Net of Income Taxes of $-, $- and $2 - - 4
--------------- --------------- --------------
Net Income $ 4 $ 3 $ 9
=============== =============== ==============
The accompanying notes as they relate to CILCORP are an integral part of these
consolidated financial statements.
21
CILCORP INC.
CONSOLIDATED BALANCE SHEET
(Unaudited) (In millions)
---------Successor------------
March 31, December 31,
2004 2003
------------ ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 12 $ 11
Accounts receivables - trade (less allowance for doubtful
accounts of $6 and $6, respectively) 52 59
Unbilled revenue 32 40
Miscellaneous accounts and notes receivable 12 16
Materials and supplies, at average cost 121 154
Other current assets 3 5
------------ ------------
Total current assets 232 285
------------ ------------
Property and Plant, Net 1,136 1,127
Investments and Other Non-Current Assets:
Investments in leveraged leases 128 130
Goodwill and other intangibles, net 558 567
Other assets 20 11
------------ ------------
Total investments and other non-current assets 706 708
------------ ------------
Regulatory Assets 15 16
------------ ------------
TOTAL ASSETS $ 2,089 $ 2,136
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Current maturities of long-term debt $ - $ 100
Borrowings from money pool 192 145
Intercompany note payable - Ameren 38 46
Accounts and wages payable 102 108
Other current liabilities 48 38
------------ ------------
Total current liabilities 380 437
------------ ------------
Long-term Debt, Net 667 669
Preferred Stock of Subsidiary Subject to Mandatory Redemption 21 21
Deferred Credits and Other Non-Current Liabilities:
Accumulated deferred income taxes, net 175 181
Accumulated deferred investment tax credits 11 11
Regulatory liabilities 29 24
Accrued pension and other postretirement benefits 265 259
Other deferred credits and liabilities 37 37
------------ ------------
Total deferred credits and other non-current liabilities 517 512
------------ ------------
Preferred Stock of Subsidiary Not Subject to Mandatory Redemption 19 19
Commitments and Contingencies (Note 9)
Stockholder's Equity:
Common stock, no par value, 10,000 shares authorized - 1,000 shares outstanding - -
Other paid-in capital 490 490
Retained earnings (9) (13)
Accumulated other comprehensive income (loss) 4 1
------------ ------------
Total stockholder's equity 485 478
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 2,089 $ 2,136
============ ============
The accompanying notes as they relate to CILCORP are an integral part of these
consolidated financial statements.
22
CILCORP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)
--------Successor-------- --Predecessor--
Three Two
Months Months
Ended Ended
March 31, March 31, January
----------- ----------- -------------
2004 2003 2003
----------- ----------- -------------
Cash Flows From Operating Activities:
Net income $ 4 $ 3 $ 9
Adjustments to reconcile net income to net cash
provided by operating activities:
Cumulative effect of change in accounting principle - - (4)
Depreciation and amortization 16 14 6
Deferred income taxes, net 2 (2) (5)
Changes in assets and liabilities:
Receivables, net 19 (7) (20)
Materials and supplies 33 - 13
Accounts and wages payable 7 1 20
Taxes accrued 1 4 11
Assets, other (4) 18 6
Liabilities, other 14 19 (5)
Other 3 (11) -
----------- ----------- -------------
Net cash provided by operating activities 95 39 31
----------- ----------- -------------
Cash Flows From Investing Activities:
Construction expenditures (35) (17) (16)
Other 2 - 1
----------- ----------- -------------
Net cash used in investing activities (33) (17) (15)
----------- ----------- -------------
Cash Flows From Financing Activities:
Redemptions, repurchases, and maturities:
Short-term debt - - (10)
Long-term debt (100) (26) -
Intercompany note payable - Ameren (8) - -
Issuances:
Borrowings from money pool 47 - -
----------- ----------- -------------
Net cash used in financing activities (61) (26) (10)
----------- ----------- -------------
Net change in cash and cash equivalents 1 (4) 6
Cash and cash equivalents at beginning of year 11 38 32
----------- ----------- -------------
Cash and cash equivalents at end of period $ 12 $ 34 $ 38
=========== =========== =============
Cash Paid During the Periods:
Interest $ 4 $ 4 $ 5
Income taxes, net 3 - -
The accompanying notes as they relate to CILCORP are an integral part of these
consolidated financial statements.
23
CENTRAL ILLINOIS LIGHT COMPANY
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (In millions)
Three Months Ended
March 31,
----------------------------
2004 2003
------------- -------------
Operating Revenues:
Electric $ 98 $ 127
Gas 127 119
------------- -------------
Total operating revenues 225 246
------------- -------------
Operating Expenses:
Fuel and purchased power 45 67
Gas purchased for resale 94 84
Other operations and maintenance 47 41
Depreciation and amortization 16 18
Taxes other than income taxes 8 12
------------- -------------
Total operating expenses 210 222
------------- -------------
Operating Income 15 24
Other Income and (Deductions):
Miscellaneous expense (1) -
------------- -------------
Total other income and (deductions) (1) -
------------- -------------
Interest Charges 3 5
------------- -------------
Income Before Income Taxes and Cumulative Effect of Change
in Accounting Principle 11 19
Income Taxes 5 8
------------- -------------
Income Before Cumulative Effect of Change in Accounting
Principle 6 11
Cumulative Effect of Change in Accounting Principle,
Net of Income Taxes of $- and $16 - 24
------------- -------------
Net Income 6 35
Preferred Stock Dividends - -
------------- -------------
Net Income Available to Common Stockholder $ 6 $ 35
============= =============
The accompanying notes as they relate to CILCO are an integral part of these
consolidated financial statements.
24
CENTRAL ILLINOIS LIGHT COMPANY
CONSOLIDATED BALANCE SHEET
(Unaudited) (In millions)
March 31, December 31,
2004 2003
------------- --------------
ASSETS
Current Assets:
Cash and cash equivalents $ 3 $ 8
Accounts receivable - trade (less allowance for doubtful
accounts of $6 and $6, respectively) 52 57
Unbilled revenue 28 35
Miscellaneous accounts and notes receivable 12 14
Materials and supplies, at average cost 40 69
Other current assets 3 5
------------- --------------
Total current assets 138 188
------------- --------------
Property and Plant, Net 1,115 1,101
Other Non-Current Assets 27 19
Regulatory Assets 15 16
------------- --------------
TOTAL ASSETS $ 1,295 $ 1,324
============= ==============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Current maturities of long-term debt $ - $ 100
Borrowings from money pool 200 149
Accounts and wages payable 105 101
Taxes accrued 13 13
Other current liabilities 33 30
------------- --------------
Total current liabilities 351 393
------------- --------------
Long-term Debt, Net 138 138
Preferred Stock Subject to Mandatory Redemption 21 21
Deferred Credits and Other Non-Current Liabilities:
Accumulated deferred income taxes, net 94 101
Accumulated deferred investment tax credits 11 11
Regulatory liabilities 169 167
Accrued pension and other postretirement benefits 138 128
Other deferred credits and liabilities 22 23
------------- --------------
Total deferred credits and other non-current liabilities 434 430
------------- --------------
Commitments and Contingencies (Note 9)
Stockholder's Equity:
Common stock, no par value, 20.0 shares authorized - 13.6 shares outstanding 186 186
Preferred stock not subject to mandatory redemption 19 19
Other paid-in capital 52 52
Retained earnings 101 95
Accumulated other comprehensive income (loss) (7) (10)
------------- --------------
Total stockholder's equity 351 342
------------- --------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 1,295 $ 1,324
============= ==============
The accompanying notes as they relate to CILCO are an integral part of these
consolidated financial statements.
25
CENTRAL ILLINOIS LIGHT COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)
Three Months Ended
March 31,
---------------------------
2004 2003
------------- -------------
Cash Flows From Operating Activities:
Net income $ 6 $ 35
Adjustments to reconcile net income to net cash
provided by operating activities:
Cumulative effect of change in accounting principle - (24)
Depreciation and amortization 16 18
Deferred income taxes, net 2 (3)
Changes in assets and liabilities:
Receivables, net 14 (22)
Materials and supplies 29 16
Accounts and wages payable 11 20
Taxes accrued - 13
Assets, other (5) 12
Liabilities, other 3 11
Other 3 (1)
------------- ------------
Net cash provided by operating activities 79 75
------------- ------------
Cash Flows From Investing Activities:
Construction expenditures (35) (33)
------------- ------------
Net cash used in investing activities (35) (33)
------------- ------------
Cash Flows From Financing Activities:
Redemptions, repurchases, and maturities:
Short-term debt - (10)
Long-term debt (100) (26)
Issuances:
Borrowings from money pool 51 -
------------- ------------
Net cash used in financing activities (49) (36)
------------- ------------
Net change in cash and cash equivalents (5) 6
Cash and cash equivalents at beginning of year 8 22
------------- ------------
Cash and cash equivalents at end of period $ 3 $ 28
============= ============
Cash Paid During the Periods:
Interest $ 4 $ 9
Income taxes, net 3 -
The accompanying notes as they relate to CILCO are an integral part of these
consolidated financial statements.
26
AMEREN CORPORATION (CONSOLIDATED)
UNION ELECTRIC COMPANY (CONSOLIDATED)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
AMEREN ENERGY GENERATING COMPANY
CILCORP INC. (CONSOLIDATED)
CENTRAL ILLINOIS LIGHT COMPANY (CONSOLIDATED)
COMBINED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
Ameren, headquartered in St. Louis, Missouri, is a public utility holding
company registered with the SEC under the PUHCA. Ameren's primary asset is the
common stock of its subsidiaries. Ameren's subsidiaries operate rate-regulated
electric generation, transmission and distribution businesses, rate-regulated
natural gas distribution businesses and non rate-regulated electric generation
businesses in Missouri and Illinois. Dividends on Ameren's common stock are
dependent on distributions made to it by its subsidiaries. Ameren's principal
operating subsidiaries are listed below. Also see Glossary of Terms and
Abbreviations.
o UE, also known as Union Electric Company, operates a rate-regulated
electric generation, transmission and distribution business, and a
rate-regulated natural gas distribution business in Missouri and Illinois.
UE 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 to a 24,500 square mile area located in central and eastern
Missouri and west central Illinois. This area has an estimated population
of 3 million and includes the greater St. Louis area. UE supplies electric
service to approximately 1.2 million customers and natural gas service to
approximately 130,000 customers. See Note 3 - Rate and Regulatory Matters
for information regarding the proposed transfer in 2004 of UE's Illinois
electric and natural gas transmission and distribution businesses to CIPS.
o CIPS, also known as Central Illinois Public Service Company, operates a
rate-regulated electric and natural gas transmission and distribution
business in Illinois. CIPS 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 1 million in an area of
approximately 20,000 square miles. CIPS supplies electric service to
approximately 325,000 customers and natural gas service to approximately
170,000 customers.
o Genco, also known as Ameren Energy Generating Company, operates a non
rate-regulated electric generation business. Genco was incorporated in
Illinois in March 2000, in conjunction with the Illinois Customer Choice
Law. Genco commenced operations on May 1, 2000, when CIPS transferred its
five coal-fired power plants and related liabilities to Genco at historical
net book value. Genco is a subsidiary of Development Company, a subsidiary
of Resources Company, which is a subsidiary of Ameren. See Note 3 - Rate
and Regulatory Matters for information regarding the proposed transfer in
2004 of Genco's CTs located in Pinckneyville and Kinmundy, Illinois to UE.
o CILCO, also known as Central Illinois Light Company, is a subsidiary of
CILCORP (a holding company) and operates a rate-regulated electric
transmission and distribution business, a primarily non rate-regulated
electric generation business and a rate-regulated natural gas distribution
business in Illinois. CILCO was incorporated in Illinois in 1913. It
supplies electric and gas utility service to portions of central and east
central Illinois in areas of approximately 3,700 and 4,500 square miles,
respectively, with an estimated population of 1 million. CILCO supplies
electric service to approximately 205,000 customers and na