SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 2002
Filed pursuant to the Public Utility Holding Company Act of 1935 by
`
AMEREN CORPORATION
1901 Chouteau Avenue, St. Louis, Missouri 63103
TABLE OF CONTENTS
Page
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002 1
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS 10
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES 10
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 10
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES 11
ITEM 6. OFFICERS AND DIRECTORS
Part I. Name, principal business address and positions held as of
December 31, 2002 12
Part II. Financial connections as of December 31, 2002 20
Part III.Compensation and other related information 20
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS 22
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Intercompany sales and service 23
Part II. Contracts to purchase services or goods between any system company
and affiliate 23
Part III.Employment of any person by any system company for the performance
on a continuing basis of management services 23
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 24
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Index to Financial Statements 24
Financial Statements Appendix B
Exhibits 25
SIGNATURE 33
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002.
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- ----- ----- ----- ------ -------------
Ameren Corporation 3,935,133,661 3,935,133,661 Holding Company
Union Electric Company 102,123,834 100.0 2,631,348,425 2,631,348,425 Electric & Gas Utility
Envirotech Investment (1) Energy-Related
Fund, L.L.C.
Electric Energy, Inc. 24,800 40.0 36,567,546 14,627,018 Electric
Joppa & Eastern Railroad Company 10,000 100.0 100,000 100,000 Rail Transport
Met-South, Inc. 100 100.0 5,000 5,000 Wholesale Marketing
Midwest Electric Power, Inc. 1,000 100.0 100,000 100,000 Generating Company
Southern Materials Transfer, Inc. 10,000 100.0 0 0 Coal Terminal
Massac Enterprises, LLC (2) Purchasing Company
Union Electric Development Corp. 18,500 100.0 (23,390,483) (23,390,483) Community Develop-
ment & Energy-Related
Investments
Civic Ventures (3) Community
Investment Fund, LP Development
Lewis & Clark Industrial (4) Community
Development Corporation Development
Laclede's Landing (5) Community
Redevelopment Corp. Development
1
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002. (Continued)
Gateway National Bank (6) Community
Development
NEMO Bank Community (7) Community
Development Corporation Development
St. Louis Equity Fund 1988 (8) Community
Development
St. Louis Equity Fund 1990 (8) Community
Development
St. Louis Equity Fund 1991 (8) Community
Development
St. Louis Equity Fund 1992 (8) Community
Development
St. Louis Equity Fund 1993 (8) Community
Development
St. Louis Equity Fund 1994 (8) Community
Development
St. Louis Equity Fund 1995 (8) Community
Development
St. Louis Equity Fund 1996 (8) Community
Development
St. Louis Equity Fund 1997 (8) Community
Development
St. Louis Equity Fund 1998 (8) Community
Development
St. Louis Equity Fund 1999 (8) Community
Development
2
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002. (Continued)
St. Louis Equity Fund 2000 (8) Community
Development
St. Louis Equity Fund 2001 (8) Community
Development
St. Louis Equity Fund 2002 (8) Community
Development
St. Louis Equity Fund 2003 (8) Community
Development
Homestead Brookfield Housing (9) Community
Development
Central Illinois Public Service Company 25,452,373 100.0 511,859,890 511,859,890 Electric & Gas
CIPS Energy, Inc.* 100 100.0 1,000 1,000
CIPSCO Investment Company 100 100.0 5,470,790 5,470,790 Leasing and
Energy-Related
Investments
Illinois Equity Fund 1992 (10) Investments
Illinois Equity Fund 1994 (10) Investments
Illinois Equity Fund 1996 (10) Investments
Illinois Equity Fund 1998 (10) Investments
Illinois Equity Fund 2000 (10) Investments
St. Louis Equity Fund 1999 (10) Investments
St. Louis Equity Fund 2000 (10) Investments
St. Louis Equity Fund 2001 (10) Investments
St. Louis Equity Fund 2002 (10) Investments
3
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002. (Continued)
CIPSCO Securities Company 100 (11) Investments
CIPSCO Venture Company 100 281,858 281,858 Civic and Economic
Development
Mattoon Enterprise Park LLC (12) Investments
MACC, LLC (13) Investments
CIPSCO Leasing Company 100 (14) Leveraged Leases
CLC Aircraft Leasing Co. 100 (15) Equipment Leasing
CLC Leasing Co. A 100 (16) Equipment Leasing
CLC Leasing Co. C* 100 (17)
CIPSCO Energy Company 100 100.0 4,480,158 4,480,158 Energy-Related
Investments
CEC-ACLP-Co. (18) Investments
Ameren Energy, Inc. 1,000 100.0 (6,891,507) (6,891,507) Power Marketing,
Energy-Related
Ameren Services Co. 1,000 100.0 (4,031,522) (4,031,522) Services to Ameren
and its affiliates
Ameren Development Company 1,000 100.0 (26,646,329) (26,646,329) Holding Company
Ameren ERC, Inc. 1,000 100.0 (5,810,675) (5,810,675) Energy-Related
Missouri Central Railroad Company 100,000 100.0 6,699,428 6,699,428 Rail Transport
Gateway Energy Systems, L.C.
and affiliates (19) Energy-Related
4
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002. (Continued)
Ameren Energy Communications, Inc. 1,000 100.0 (19,914,094) (19,914,094) Communications-
Related
Enporion Inc. (20) E-Commerce
Ameren Energy Resources Company 1,000 100.0 270,381,620 270,381,620 Holding Company
Illinois Materials Supply Co. 1,000 100.0 (2,008,734) (2,008,734) Purchasing Company
Ameren Energy Marketing Co. 1,000 100.0 (9,538,380) (9,538,380) Wholesale and
Retail Marketing
Ameren Energy Development Co. 1,000 100.0 280,153,359 280,153,359 Generating Facilities
Ameren Energy Generating Co. 2,000 100.0 280,006,033 280,006,033 Generating Company
Ameren Energy Fuels and Services 1,000 100.0 (820,631) (820,631) Fuel Purchasing
Company
Cowboy Railroad Development 70.97 Develop feasibility
Company, LLC study for railroad
AFS Development Company, LLC 100.0 Oil and gas exploration
and production
Electric Energy, Inc. 12,400 20.0 36,567,546 7,313,509 Electric
Joppa & Eastern Railroad Co. 10,000 100,000 100,000 Rail Transport
Met-South, Inc. 100 5,000 5,000 Wholesale Marketing
Midwest Electric Power, Inc. 1,000 100,000 100,000 Generating Company
Southern Materials Transfer, Inc. 10,000 0 0 Coal Terminal
Massac Enterprises, LLC (2) Purchasing Company
----------------------------
* Inactive Company
5
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002. (Continued)
NOTES RELATING TO VOTING POWER AND BOOK VALUE
Union Electric Company
(1) Envirotech Investment Fund, L.L.C.
Capital investments in energy-related businesses with Company
contributions amounting to $1,068,759 as of 12/31/02.
Electric Energy, Inc.
(2) Massac Enterprises, LLC
Capital contribution of $100,000 for purchasing operations within
"enterprise zones".
Union Electric Development Corporation
(3) Civic Ventures Investment Fund, LP
Investment fund to promote growth and development of small and
minority business enterprises with Company contributions amounting to
$68,667 as of 12/31/02.
(4) Lewis and Clark Industrial Development Corporation
Capital contribution in civic development of $5,000 as of 12/31/02.
(5) Laclede's Landing Redevelopment Corporation
Capital contribution in civic development of $10,000 as of 12/31/02.
(6) Gateway National Bank
Capital contribution in civic development of $60,000 as of 12/31/02.
(7) NEMO Bank Community Development Corporation
Capital contribution in civic development of $1,000 as of 12/31/02.
(8) St. Louis Equity Funds - 1988, 1990, 1991, 1992, 1993, 1994, 1995,
1996, 1997, 1998, 1999, 2000, 2001, 2002 and 2003.
Real estate investment funds, with the Company's total contributions
as of 12/31/02 of $5,754,146. Includes purchase of tax credits from
Mercantile Community Development Corporation, Federal National
Mortgage Association and U.S. Bancorp Community Development
Corporation, along with a subscription commitment as noted in Footnote
1, Page 9. No established market value
(9) Homestead Brookfield Housing
Capital contribution for economic development amounting to $1,061 as
of 12/31/02.
6
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002. (Continued)
CIPSCO Investment Company
(10) Illinois Equity Funds - 1992, 1994, 1996, 1998, and 2000 Limited
Partnerships and St. Louis Equity Funds 1999 LLC, 2000 LLC, 2001 LLC,
and 2002 LLC. Various ownership interests of not more than 20% in various
limited partnerships. Total commitment to equity funds of $6,500,000.
No established market value, book value is $3,333,350. Includes purchase
of tax credits from Mercantile Community Development Corporation.
CIPSCO Venture Company holdings:
Total equity interest in the investments listed below is $281,858:
(11) Mattoon Enterprise Park, LLC
A 20% equity interest, but not the managing member, in the above named
limited liability company. No established market value.
(12) MACC, LLC
A 33.33% interest, but not the managing member, in the above named
limited liability company. No established market value.
CIPSCO Leasing Company
Total current asset book value of investments listed below is $28,775,523:
(13) A 17.5% undivided interest in a leveraged lease financing of a natural gas
liquids plant held under the subsidiary name of CIPSCO Leasing Company.
(14) A 100% interest in a leveraged lease financing of a commercial aircraft
held under the subsidiary name CIPSCO Aircraft Leasing Company.
(15) A 25% undivided interest in a leveraged lease financing of various oil and
gas production equipment held under the subsidiary name CLC Leasing
Company A.
(16) CLC Leasing Company C established for future investment opportunities; no
current investments.
7
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002. (Continued)
CIPSCO Energy Company
(17) Appomattox Cogeneration L.P.
A 24.75% limited partnership interest in the above named Limited
Partnership. This investment is held in CEC-ACLP Company, a subsidiary
of CIPSCO Energy Company. Book value is $4,480,158.
Ameren ERC, Inc.
(18) Gateway Energy Systems, LLC and affiliates
A 89.1% interest in the above named Limited Liability Company
amounting to $1,103,067 as of 12/31/02.
Ameren Energy Communications, Inc.
(19) Enporion Inc.
Ameren was one of seven founding members of the above named e-commerce
company with a $5,000,000 investment as of 12/31/02.
8
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002. (Continued)
FOOTNOTES
St. Louis Equity Fund 2003 is subscription commitment of $1,500,000 to the
real estate fund; no money as of 12/31/02 had been paid.
Arkansas limited liability company organized February 15, 2002 for
development of feasibility study for railroad. Contribution of $260,000
with a 70.97%. interest.
Illinois limited liability company organized September 6, 2002.
Contribution of $10,000 with an 100% interest.
Central Illinois Public Service Company transferred its twenty (20%)
percent interest in Electric Energy Inc. to Ameren Energy Resources Company
in 2002.
9
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
Pursuant to the territorial agreement between Union Electric Company, d/b/a
AmerenUE, and Gascosage Electric Cooperative, and reliance on Rule 44, AmerenUE
sold substations and electric distribution facilities to Gascosage Electric
Cooperative in the amount of $1.6 million in 2002.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
A. Union Electric Company - Debt Issuance
1. Issuance of $173 million fall-away First Mortgage Bonds, 5.25% due
September 1, 2012. Issued on August 22, 2002.
B. Ameren Energy Generating Company - Debt Issuance
1. Issuance of $275 million Senior Notes, 7.95% due June 1, 2032. Issued
on June 6, 2002.
C. Ameren Corporation - Guarantees
1. The registrant and its utility affiliates are self-insured for
Worker's Compensation Insurance and the Parent (Ameren Corporation)
guarantees the payment of outstanding claims of subsidiaries (the
"Reserve"). At 12/31/02 the Reserve amounted to $21,043,716. The
highest amount outstanding at any time during the year cannot be
readily determined.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
A. Union Electric Company - Debt and Preferred Stock Retirements
1. On September 23, 2002, this system company redeemed, with proceeds
from its issuance of $173 million 5.25% fall-away First Mortgage Bonds
due 2012, its $125 million principal amount 8.75% First Mortgage
Bonds.
2. On September 23, 2002, this system company redeemed, with proceeds
from its issuance of $173 million 5.25% fall-away First Mortgage Bonds
due 2012, its $41.4375 million par amount $1.735 series Preferred
Stock.
3. On December 16, 2002, this system company retired, with cash, upon
maturity its $75 million principal amount 8.33% First Mortgage Bonds.
B. Central Illinois Public Company - Debt Retirements
1. On March 15, 2002, this system company retired, with cash, upon
maturity its $5 million principal amount 6.94% Series 97-1 First
Mortgage Bonds, Medium-Term Notes.
2. On September 15, 2002, this system company retired, with cash, upon
maturity its $5 million principal amount 6.96% Series 97-1 First
Mortgage Bonds, Medium-Term Notes.
3. On September 15, 2002, this system company retired, with cash, upon
maturity its $23 million principal amount 6.75% Series Y First
Mortgage Bonds.
10
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES
A. At 12/31/02 Ameren Corporation had $589,563,249 invested in the following
temporary cash investments. These investments were in short-term money
market funds.
1. Goldman Sachs funds: $57,783,665
2. Federated Investors funds: $66,821,132
3. Fidelity funds: $73,730,906
4. J.P. Morgan funds: $24,224,401
5. Dreyfus funds: $49,785,925
6. Bank One funds: $48,279,311
7. Northern Trust funds: $47,632,684
8. Citigroup funds: $55,950,615
9. Deutsche Bank funds: $49,923,554
10. Credit Suisse funds: $68,197,821
11. Bank of America funds: $47,233,237
B. At 12/31/02 Union Electric Company had $7,035,704 of cash invested in a
Federated short-term money market fund.
11
ITEM 6. OFFICERS AND DIRECTORS - PART l.
The positions of officers and director of all system companies as of December
31, 2002 were as follows:
NAME AND ADDRESS POSITION
AMEREN CORPORATION
WARNER L. BAXTER ST. LOUIS, MO SVP
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
WILLIAM E. CORNELIUS ST. LOUIS, MO D
BAXTER GILLETTE ST. LOUIS, MO VP
CLIFFORD L. GREENWALT SPRINGFIELD, IL D
THOMAS A. HAYS ST. LOUIS, MO D
THOMAS H. JACOBSEN ST. LOUIS, MO D
RICHARD A. LIDDY ST. LOUIS, MO D
GORDON R. LOHMAN CHICAGO, IL D
RICHARD A. LUMPKIN MATTOON, IL D
MARTIN J. LYONS ST. LOUIS, MO C
JOHN PETERS MACCARTHY ST. LOUIS, MO D
HANNE M. MERRIMAN WASHINGTON, DC D
PAUL L. MILLER, JR. ST. LOUIS, MO D
CHARLES W. MUELLER ST. LOUIS, MO D, CM, CEO
GARY L. RAINWATER ST. LOUIS, MO P, COO
HARVEY SALIGMAN ST. LOUIS, MO D
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC, S
JANET MCAFEE WEAKLEY ST. LOUIS, MO D
JAMES W. WOGSLAND HAYDEN LAKE, ID D
Footnotes
---------
Baxter Gillette resigned April 1, 2002
Thomas Jacobsen died July 20, 2002
Janet McAfee Weakley retired April 23, 2002
UNION ELECTRIC COMPANY
RONALD D. AFFOLTER ST. LOUIS, MO VP
PAUL A. AGATHEN ST. LOUIS, MO D, SVP
WARNER L. BAXTER ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
WILLIAM J. CARR ST. LOUIS, MO VP
DANIEL F. COLE ST. LOUIS, MO SVP
MARTIN J. LYONS ST. LOUIS, MO C
MICHAEL J. MONTANA ST. LOUIS, MO VP
CHARLES W. MUELLER ST. LOUIS, MO D, CM, CEO
CHARLES D. NASLUND ST. LOUIS, MO VP
GARY L. RAINWATER ST. LOUIS, MO D, P, COO
12
GARRY L. RANDOLPH ST. LOUIS, MO SVP
WILLIAM C. SHORES ST. LOUIS, MO VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC, S
THOMAS R. VOSS ST. LOUIS, MO D, SVP
DAVID A. WHITELEY ST. LOUIS, MO SVP
RONALD C. ZDELLAR ST. LOUIS, MO VP
Footnotes
---------
William J. Carr retired July 1, 2002
Ronald C. Zdellar elected VP on September 1, 2002
ELECTRIC ENERGY, INC.
JESSON A. BRADSHAW HOUSTON, TX D
DANIEL F. COLE ST. LOUIS, MO D
RICHARD W. EIMER, JR. DECATUR, IL D
JAMES M. HELM JOPPA, IL S, T
R. ALAN KELLEY ST. LOUIS, MO D, CM
CHARLES D. NASLUND ST. LOUIS, MO D
ROBERT L. POWERS JOPPA, IL P
GARY L. RAINWATER ST. LOUIS, MO D
WILLIAM SHEPPARD JOPPA, IL VP
A. ROGER SMITH LOUISVILLE, KY D
PAUL W. THOMPSON LOUISVILLE, KY D
DAVID A. WHITELEY ST. LOUIS, MO D
JOPPA & EASTERN RAILROAD COMPANY
JEFFREY S. BERKBIGLER CARBONDALE, IL S
JAMES M. HELM JOPPA, IL T
JOHN S. RENDLEMAN CARBONDALE, IL P, D
MET-SOUTH, INC.
JEFFREY S. BERKBIGLER CARBONDALE, IL VP
CHERYL L. ERDMAN CARBONDALE, IL S
JAMES M. HELM JOPPA, IL T
JOHN S. RENDLEMAN CARBONDALE, IL P, D
MIDWEST ELECTRIC POWER, INC.
JEFFREY S. BERKBIGLER CARBONDALE, IL S
JAMES M. HELM JOPPA, IL T
JOHN S. RENDLEMAN CARBONDALE, IL P, D
SOUTHERN MATERIALS TRANSFER, INC.
JEFFREY S. BERKBIGLER CARBONDALE, IL P, D
JAMES M. HELM JOPPA, IL T
JOHN S. RENDLEMAN CARBONDALE, IL P, D
MASSAC ENTERPRISES, LLC
JOHN R. DALY JOPPA, IL MB
JEFFREY S. BERKBIGLER CARBONDALE, IL MB
ELECTRIC ENERGY, INC. JOPPA, IL MB
13
JAMES M. HELM JOPPA, IL MB
JOHN S. RENDLEMAN CARBONDALE, IL MB
UNION ELECTRIC DEVELOPMENT CORPORATION
PAUL A. AGATHEN ST. LOUIS, MO D
WARNER L. BAXTER ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO D, VP, T
MARTIN J. LYONS ST. LOUIS, MO C
GARY L. RAINWATER ST. LOUIS, MO D, P
STEVEN R. SULLIVAN ST. LOUIS, MO D, VP, GC, S
ST. LOUIS EQUITY FUND 1988, 1990, 1991, 1992, 1993, 1994, 1995, 1996, 1997,
1998, 1999, 2000, 2001, 2002, 2003
JERRE E. BIRDSONG ST. LOUIS, MO CM
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
PAUL A. AGATHEN ST. LOUIS, MO D, SVP
WARNER L. BAXTER ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DANIEL F. COLE ST. LOUIS, MO SVP
MARTIN J. LYONS ST. LOUIS, MO C
MICHAEL J. MONTANA ST. LOUIS, MO VP
GILBERT W. MOORMAN SPRINGFIELD, IL VP
CHARLES W. MUELLER ST. LOUIS, MO D
CRAIG D. NELSON ST. LOUIS, MO VP
GARY L. RAINWATER ST. LOUIS, MO D, P, CEO
GARY L. RANDOLPH ST. LOUIS, MO SVP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC, S
THOMAS R. VOSS ST. LOUIS, MO D, SVP
DAVID A. WHITELEY ST. LOUIS, MO SVP
CIPS ENERGY, INC.
GARY L. RAINWATER ST. LOUIS, MO D, P
STEVEN R. SULLIVAN ST. LOUIS, MO D, VP, S, T
CIPSCO INVESTMENT COMPANY
WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D, CH, P
MARTIN J. LYONS ST. LOUIS, MO C, D
LEE R. NICKLOY ST. LOUIS, MO D, VP
CARLIN C. SCANLAN ST. LOUIS, MO T
STEVEN R. SULLIVAN ST. LOUIS, MO S
CIPSCO SECURITIES COMPANY
WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D, P, CEO
MARTIN J. LYONS ST. LOUIS, MO D, C
LEE R. NICKLOY ST. LOUIS, MO D, VP
CARLIN C. SCANLAN ST. LOUIS, MO T
STEVEN R. SULLIVAN ST. LOUIS, MO S
14
CIPSCO VENTURE COMPANY
WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D, P, CEO
MARTIN J. LYONS ST. LOUIS, MO D, C
LEE R. NICKLOY ST. LOUIS, MO D, VP
CARLIN C. SCANLAN ST. LOUIS, MO T
STEVEN R. SULLIVAN ST. LOUIS, MO S
MATTOON ENTERPRISES PARK LLC
LEE R. NICKLOY ST. LOUIS, MO D
MACC, LLC
LEE R. NICKLOY ST. LOUIS, MO D
ILLINOIS EQUITY FUND 1992, 1994, 1996, 1998, 2000, 2002
LEE R. NICKLOY ST. LOUIS, MO D
CIPSCO LEASING COMPANY
WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D, P, CEO
MARTIN J. LYONS ST. LOUIS, MO D, C
LEE R. NICKLOY ST. LOUIS, MO D, VP
CARLIN C. SCANLAN ST. LOUIS, MO T
STEVEN R. SULLIVAN ST. LOUIS, MO S
CLC AIRCRAFT LEASING CO.
WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D, P, CEO
MARTIN J. LYONS ST. LOUIS, MO D, C
LEE R. NICKLOY ST. LOUIS, MO D, VP
CARLIN C. SCANLAN ST. LOUIS, MO T
STEVEN R. SULLIVAN ST. LOUIS, MO S
CLC LEASING CO. A
WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D, P, CEO
MARTIN J. LYONS ST. LOUIS, MO D, C
LEE R. NICKLOY ST. LOUIS, MO D, VP
CARLIN C. SCANLAN ST. LOUIS, MO T
STEVEN R. SULLIVAN ST. LOUIS, MO S
CIPSCO ENERGY COMPANY
WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D, P, CEO
MARTIN J. LYONS ST. LOUIS, MO C
LEE R. NICKLOY ST. LOUIS, MO D, VP
CARLIN C. SCANLAN ST. LOUIS, MO T
STEVEN R. SULLIVAN ST. LOUIS, MO S
15
CEC-ACLP- CO.
WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D, P, CEO
MARTIN J. LYONS ST. LOUIS, MO D, C
LEE R. NICKLOY ST. LOUIS, MO D, VP
CARLIN C. SCANLAN ST. LOUIS, MO T
STEVEN R. SULLIVAN ST. LOUIS, MO S
AMEREN ENERGY, INC.
PAUL A. AGATHEN ST. LOUIS, MO D
WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DANIEL F. COLE ST. LOUIS, MO D
BAXTER A. GILLETTE ST. LOUIS, MO VP
CLARENCE J. HOPF ST. LOUIS, MO SVP
CHARLES W. MUELLER ST. LOUIS, MO D
GARY L. RAINWATER ST. LOUIS, MO D, P
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC, S
JAMES F. WHITESIDES ST. LOUIS, MO PEO, P
Footnotes
---------
Baxter Gillette resigned April 1, 2002
Gary L. Rainwater elected P April 23, 2002
James F. Whitesides resigned January 30, 2002
AMEREN SERVICES CO.
PAUL A. AGATHEN ST. LOUIS, MO D, SVP
WARNER L. BAXTER ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
CHARLES A. BREMER ST. LOUIS, MO VP
WILLIAM J. CARR ST. LOUIS, MO VP
DANIEL F. COLE ST. LOUIS, MO SVP
JIMMY L. DAVIS ST. LOUIS, MO VP
BAXTER A. GILLETTE ST. LOUIS, MO VP
JEAN M. HANNIS ST. LOUIS, MO VP
MARTIN J. LYONS ST. LOUIS, MO C
RICHARD J. MARK ST. LOUIS, MO VP
DONNA K. MARTIN ST. LOUIS, MO VP
MICHAEL L. MENNE ST. LOUIS, MO VP
MICHAEL J. MONTANA ST. LOUIS, MO VP
CHARLES W. MUELLER ST. LOUIS, MO D, CM, CEO
MICHAEL G. MUELLER ST. LOUIS, MO VP
CRAIG D. NELSON ST. LOUIS, MO VP
GREGORY L. NELSON ST. LOUIS, MO VP
GARY L. RAINWATER ST. LOUIS, MO D, P, COO
J. KAY SMITH ST. LOUIS, MO VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC, S
DAVID A. WHITELEY ST. LOUIS, MO SVP
SAMUEL E. WILLIS ST. LOUIS, MO VP
THOMAS R. VOSS ST. LOUIS, MO D, SVP
RONALD C. ZDELLAR ST. LOUIS, MO VP
16
Footnotes
---------
William J. Carr retired on July 1, 2002
Baxter A. Gillette resigned on April 1, 2002
Jean M. Hannis retired February 1, 2002
Richard J. Mark elected VP January 2, 2002
Donna K. Martin elected VP May 15, 2002
Michael L. Menne elected VP September 1, 2002
AMEREN DEVELOPMENT COMPANY
PAUL A. AGATHEN ST. LOUIS, MO D, SVP
WARNER L. BAXTER ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DANIEL F. COLE ST. LOUIS, MO D
MARTIN J. LYONS ST. LOUIS, MO C
GARY L. RAINWATER ST. LOUIS, MO D, P
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC, S
AMEREN ERC, INC.
PAUL A. AGATHEN ST. LOUIS, MO D, SVP
WARNER L. BAXTER ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DANIEL F. COLE ST. LOUIS, MO D, P
MARTIN J. LYONS ST. LOUIS, MO C
MICHAEL G. MUELLER ST. LOUIS, MO VP
GARY L. RAINWATER ST. LOUIS, MO D
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC, S
GATEWAY ENERGY SYSTEMS, L.C. AND AFFILIATES
WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D
CARLIN C. SCANLAN ST. LOUIS, MO D
AMEREN ENERGY COMMUNICATIONS, INC.
PAUL A. AGATHEN ST. LOUIS, MO D
WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DANIEL F. COLE ST. LOUIS, MO D, P
MARTIN J. LYONS ST. LOUIS, MO C
GARY L. RAINWATER ST. LOUIS, MO D
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC, S
THOMAS R. VOSS ST. LOUIS, MO SVP
Footnotes
---------
Martin J. Lyons elected C, September 11, 2002
Thomas R. Voss elected SVP September 11, 2002
AMEREN ENERGY RESOURCES COMPANY
PAUL A. AGATHEN ST. LOUIS, MO D
WARNER L. BAXTER ST. LOUIS, MO D
17
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DANIEL F. COLE ST. LOUIS, MO D, P
R. ALAN KELLEY ST. LOUIS, MO VP
MICHAEL L. MOEHN ST. LOUIS, MO VP
CHARLES W. MUELLER ST. LOUIS, MO D
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC, S
Footnotes
---------
Michael E. Moehn elected VP September 1, 2002
MISSOURI CENTRAL RAILROAD COMPANY
PAUL A. AGATHEN ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D
DANIEL F. COLE ST. LOUIS, MO D
R. ALAN KELLEY ST. LOUIS, MO D
MICHAEL G. MUELLER ST. LOUIS, MO D
ROBERT K. NEFF ST. LOUIS, MO P
STEVEN R. SULLIVAN ST. LOUIS, MO D, VP, GC, S
ILLINOIS MATERIALS SUPPLY CO.
PAUL AGATHEN ST. LOUIS, MO D
WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DANIEL F. COLE ST. LOUIS, MO D, P
R. ALAN KELLEY ST. LOUIS, MO VP
GREGORY L. NELSON ST. LOUIS, MO VP
MICHAEL J. MONTANA ST. LOUIS, MO VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC, S
DAVID A. WHITELEY ST. LOUIS, MO SVP
AMEREN ENERGY MARKETING COMPANY
PAUL A. AGATHEN ST. LOUIS, MO D
WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DANIEL F. COLE ST. LOUIS, MO D, P
ANDREW M. SERRI ST. LOUIS, MO VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC, S
AMEREN ENERGY DEVELOPMENT COMPANY
PAUL A. AGATHEN ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DANIEL F. COLE ST. LOUIS, MO P
R. ALAN KELLEY ST. LOUIS, MO D, VP
ROBERT L. POWERS ST. LOUIS, MO VP
JERRY L. SIMPSON SPRINGFIELD, IL VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC, S
JAMES F. WHITESIDES ST. LOUIS, MO VP
Footnotes
---------
James F. Whitesides resigned January 30, 2002
18
AMEREN ENERGY GENERATING COMPANY
PAUL A. AGATHEN ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
WARNER L. BAXTER ST. LOUIS, MO D, SVP
DANIEL F. COLE ST. LOUIS, MO D, P
R. ALAN KELLEY ST. LOUIS, MO SVP
MARTIN J. LYONS ST. LOUIS, MO C
MICHAEL J. MONTANA ST. LOUIS, MO VP
ROBERT L. POWERS ST. LOUIS, MO VP
GARY L. RANDOLPH ST. LOUIS, MO SVP
JERRY L. SIMPSON SPRINGFIELD, IL VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC, S
THOMAS R. VOSS ST. LOUIS, MO SVP
DAVID A. WHITELEY ST. LOUIS, MO SVP
AMEREN ENERGY FUELS AND SERVICES COMPANY
PAUL A. AGATHEN ST. LOUIS, MO D
WARNER L. BAXTER ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DANIEL F. COLE ST. LOUIS, MO D, P
MARTIN J. LYONS ST. LOUIS, MO C
MICHAEL G. MUELLER ST. LOUIS, MO VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC, S
AFS DEVELOPMENT COMPANY, LLC
JERRE E. BIRDSONG ST. LOUIS, MO T
DANIEL F. COLE ST. LOUIS, MO P
MICHAEL G. MUELLER ST. LOUIS, MO VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC, S
Footnotes
---------
Limited Liability Company organized and officers elected on September 6,
2002.
COWBOY RAILROAD DEVELOPMENT COMPANY, LLC
ROBERT K. NEFF ST. LOUIS, MO M
Footnotes
---------
Limited Liability Company organized and managers elected on February 15,
2002.
NOTE: Positions are indicated above by the following symbols:
C -- Controller
CEO -- Chief Executive Officer
CM -- Chairman
COO -- Chief Operating Officer
D -- Director
GC -- General Counsel
M -- Manager
MB -- Member
19
P -- President
PEO -- Principal Executive Officer
S -- Secretary
SVP -- Senior Vice President
T -- Treasurer
VP -- Vice President
ITEM 6. OFFICERS AND DIRECTORS - PART ll.
Financial Connections - The following is a list, as of December 31, 2002, of all
officers and directors of each system company who have financial connections
within the provisions of Section 17(c) of the Public Utility Holding Company Act
of 1935.
Position
Held in Applicable
Name of Officer Financial Exemption
or Director Name and Location of Financial Institution Institution Rules
(1) (2) (3) (4)
--------------- ------------------------------------------ ----------- -----------
AMEREN CORPORATION
Richard A. Lumpkin First Mid-Illinois Bancshares Inc. Director Rule 70(a)
First Mid-Illinois Bank & Trust NA Director Rule 70(a)
ITEM 6. OFFICERS AND DIRECTORS - PART lll.
(a) and (b) Directors' and Executive Officers' Compensation and Security
Interests.
Information concerning directors, the chief executive officer and the four other
most highly compensated executive officers (as defined by regulations of the
Securities and Exchange Commission) of Ameren Corporation System companies is
incorporated by reference to "Item (1): Election of Directors", "Security
Ownership of Management" and "Executive Compensation" in Ameren Corporation's
2003 definitive proxy statement, a copy of which is included as Exhibit A.4 to
this Form U5S.
(c) Directors' and Executive Officers' Contracts and Transactions with System
Companies.
None.
(d) Indebtedness of Directors or Executive Officers to System Companies.
None.
(e) Directors' and Executive Officers' Participation in Bonus and
Profit-Sharing Arrangements and Other Benefits.
Information concerning directors, the chief executive officer and the four other
most highly compensated executive officers (as defined by regulations of the
Securities and Exchange Commission) of Ameren Corporation System companies is
incorporated by reference to "Item (1): Election of Directors","Executive
Compensation" and "Arrangements With Named Executive Officers" in Ameren
Corporation's 2003 definitive proxy statement, a copy of which is included as
Exhibit A.4 to this Form U5S.
20
(f) Directors' and Executive Officers' rights to Indemnity.
The state laws under which each of the System companies is incorporated provide
broadly for indemnification of directors and officers against claims and
liabilities against them in their capacities as such. Each of the System
companies' charters or by-laws also provides for indemnification of directors
and officers. In addition, directors and executive officers of the System
companies are insured under directors' and officers' liability policies issued
by Great American Insurance Company, Reliance National Insurance Company, Gulf
Insurance Company and Executive Risk Indemnity, Inc. The policies are for the
period January 1, 1998 to March 1, 2003. Ameren Corporation has entered into a
standard form of indemnity agreement with each of its directors and officers.
21
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
1. Political
---------
Central Illinois Public Service Company (d/b/a AmerenCIPS), by authorization of
its Board of Directors, matched employee and retiree contributions made to the
AmerenCIPS Political Action Committee (PAC) in the amount of $40,000. The
AmerenCIPS PAC is a political action committee established in accordance with
the law of the state of Illinois for the sole purpose of supporting state and
local political candidates in the state of Illinois. The $40,000 matching
contribution to the AmerenCIPS PAC was made and reported in accordance with
Illinois law.
Union Electric Company (d/b/a AmerenUE), by authorization of its Board of
Directors, matched employee contributions made to the AmerenUE Political Action
Committee (PAC) in the amount of $37,593.51. The AmerenUE PAC is a continuing
committee established in accordance with the laws of the state of Missouri for
the sole purpose of supporting state and local political candidates in the state
of Missouri. The $37,593.51 matching contribution to the AmerenUE PAC was made
and reported in accordance with Missouri Law.
2. Citizens Groups
---------------
None for Illinois
None for Missouri
Public Relations Counsel
------------------------
Clarke & Company was retained to advise AmerenUE on general public relations
matters. From the time period January 1, 2002 - December 31, 2002, AmerenUE made
payments to Clarke & Company in the amount of $294,214.06 for their services.
22
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Contracts for services, including engineering or construction services, or goods supplied or sold
between System companies are as follows:
Calendar Year 2002
Compensation
Nature of Transactions Company Performing Service Company Receiving Service (4)
(1) (2) (3) (in thousands)
Equipment Sales AmerenEnergy Fuels & Services AmerenUE $972
Equipment Sales AmerenUE AmerenCIPS 207
Equipment Sales AmerenUE AmerenEnergy Communications, Inc. 32
Materials and Supplies Illinois Materials Supply Co. AmerenUE 54,535
Materials and Supplies Illinois Materials Supply Co. AmerenCIPS 25
Misc. Services AmerenCIPS AmerenEnergy Marketing Company 1,232
Misc. Services AmerenCIPS Ameren Corporation 59
Misc. Services AmerenCIPS CIPSCO Investment 56
Misc. Services AmerenCIPS Illinois Materials Supply Co. 2
Misc. Services AmerenCIPS AmerenUE 557
Misc. Services AmerenUE Ameren Corporation 8
Misc. Services AmerenUE AmerenEnergy 8
Misc. Services AmerenUE AmerenCIPS 1,682
Misc. Services AmerenUE AmerenERC 4
Misc. Services AmerenUE AmerenEnergy Marketing Company 3
Misc. Services AmerenUE Union Electric Development 2
Misc. Services AmerenUE AmerenDevelopment 9
Misc. Services AmerenUE AmerenEnergy Fuels & Services 475
Misc. Services AmerenUE Illinois Materials Supply Co. 5
Misc. Services AmerenUE AmerenEnergy Communications, Inc. 54
Misc. Services AmerenEnergy Fuels & Services AmerenCIPS 997
Misc. Services AmerenEnergy Fuels & Services Ameren Corporation 82
Misc. Services AmerenEnergy Fuels & Services AmerenUE 4,534
Transmission Services AmerenUE AmerenEnergy Marketing Company 942
Transmission Services AmerenEnergy AmerenEnergy Marketing Company 1,383
Misc. Services AmerenEnergy AmerenEnergy Marketing Company 812
Misc. Services AmerenEnergy Communications, Inc. AmerenEnergy Marketing Company 7
Misc. Services AmerenEnergy Communications, Inc. AmerenCIPS 5
Misc. Services AmerenEnergy Communications, Inc. AmerenUE 32
Misc. Services AmerenEnergy Marketing Company AmerenEnergy 340
Misc. Services CIPSCO Investment AmerenCIPS 55
Part II. None.
Part III. None.
23
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Filed confidentially as Appendix A and on Form SE.
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Filed confidentially as Appendix B on Form SE.
NOTES TO FINANCIAL STATEMENTS
Ameren Corporation Reference is made to "Notes to Consolidated Financial Statements"
contained on pages 39 through 64 in the Ameren 2002 Annual Report
to Shareholders, which information is incorporated by reference.
Union Electric Company (AmerenUE) Reference is made to "Notes to Financial Statements" contained on
pages 36 through 60 in the AmerenUE 2002 Annual Report, which
information is incorporated by reference.
Central Illinois Public Service Company
(AmerenCIPS) Reference is made to "Notes to Financial Statements" contained on
pages 29 through 47 in the AmerenCIPS 2002 Annual Report, which
information is incorporated by reference.
Ameren Energy Generating Company
(Generating Company) Reference is made to "Notes to Financial Statements" contained on
pages 32 through 50 in the Generating Company 2002 Annual Report,
which information is incorporated by reference.
24
EXHIBITS
The following exhibits are incorporated by reference to the indicated SEC file
number, unless a single asterisk appears next to the exhibit reference. A single
asterisk indicates exhibits which are filed herewith.
EXHIBIT
NUMBER DESCRIPTION
A. ANNUAL REPORTS FILED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
A.1 2002 Annual Report on Form 10-K for Ameren Corporation. (File No.
001-14756)
A.2 2002 Annual Report on Form 10-K for Central Illinois Public
Service Company. (File No. 001-03672)
A.3 2002 Annual Report on Form 10-K for Union Electric Company. (File
No. 001-02967)
A.4 2002 Annual Report on Form 10-K for Ameren Energy Generating
Company. (File No. 333-56594)
* A.5 2003 Proxy Statement of Ameren Corporation. (File No. 001-14756)
A.6 2003 Proxy Statement of Central Illinois Public Service Company.
(File No. 001-03672)
A.7 2003 Proxy Statement of Union Electric Company. (File No.
001-02967)
B. CHARTERS, ARTICLES OF INCORPORATION, TRUST AGREEMENTS, BY-LAWS, AND
OTHER FUNDAMENTAL DOCUMENTS OF ORGANIZATION
AMEREN CORPORATION (Ameren)
B1.1 Agreement and Plan of Merger, dated as of August 11, 1995, by and
among Ameren, 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)).
B1.2 Restated Articles of Incorporation of Ameren (File No. 33-64165,
Annex F).
B1.3 Certificate of Amendment to Ameren's Restated Articles of
Incorporation filed with the Secretary of State of the State of
Missouri on December 14, 1998 (1998 Form 10-K, Exhibit 3(i)).
B1.4 By-Laws of Ameren as amended to December 31, 1997 (1997 Form
10-K, Exhibit 3(ii)).
UNION ELECTRIC COMPANY (AmerenUE)
B2.1 Restated Articles of Incorporation of AmerenUE, as filed with the
Secretary of State of the State of Missouri (1993 AmerenUE Form
10-K, Exhibit 3(i)).
B2.2 By-Laws of AmerenUE as amended to August 23, 2001 (September 30,
2001 AmerenUE Form 10-Q, Exhibit 3(ii)).
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (AmerenCIPS)
B3.1 Restated Articles of Incorporation of AmerenCIPS (March 31, 1994
AmerenCIPS Form 10-Q, Exhibit 3(b)).
B3.2 By-Laws of AmerenCIPS as amended effective August 26, 1999
(September 30, 1999 Form 10-Q, Exhibit 3(ii)).
25
B. CHARTERS, ARTICLES OF INCORPORATION, TRUST AGREEMENTS, BY-LAWS, AND
OTHER FUNDAMENTAL DOCUMENTS OF ORGANIZATION (Continued)
AMEREN ENERGY GENERATING COMPANY (GENERATING COMPANY)
B4.1 Articles of Incorporation of Generating Company, filed March 2,
2000 (incorporated by reference to Exhibit 3.1 to Generating
Company's Registration Statement on Form S-4 (Commission File No.
333-56594)).
B4.2 Amendment to Articles of Incorporation of Generating Company,
filed April 19, 2000 (incorporated by reference to Exhibit 3.2 to
Generating Company's Registration Statement on Form S-4
(Commission File No. 333-56594)).
B4.3 By-Laws of Generating Company (incorporated by reference to
Exhibit 3.3 to Generating Companys Registration Statement on Form
S-4 (Commission File No. 333-56594)).
AMEREN ENERGY RESOURCES COMPANY (f/k/a AMEREN INTERMEDIATE HOLDING CO.
(RESOURCES COMPANY)
B5.1 Articles of Incorporation of Resources Company filed September 3,
1999 (1999 U5S, Exhibit B.1).
B5.2 Articles of Amendment filed March 2, 2000 (1999 U5S, Exhibit
B.1).
B5.3 By-Laws of the Resources Company effective September 15, 1999
(1999 U5S, Exhibit B.1).
MISSOURI CENTRAL RAILROAD COMPANY (RAILROAD COMPANY)
B6.1 Certificate of Incorporation of Railroad Company filed June 6,
1997 (2000 U5S, Exhibit B.1).
B6.2 Certificate of Amendment of Railroad Company dated October 19,
1999 (2000 U5S, Exhibit B.1).
B6.3 Amended and Restated By-Laws of Railroad Company dated September
30, 1999 (2000 U5S, Exhibit B.1).
ENPORION, INC. (ENPORION)
B7.1 Amended and Restated Certificate of Incorporation of Enporion
filed November 6, 2000 (2000 U5S, Exhibit B.2).
B7.2 Amended and Restated By-Laws of Enporion dated November 6, 2000
(2000 U5S, Exhibit B.2).
ILLINOIS MATERIALS SUPPLY CO. (IMS)
B8.1 Articles of Incorporation of IMS filed January 20, 2000 (2000
U5S, Exhibit B.3).
B8.2 By-Laws of IMS dated January 20, 2000 (2000 U5S, Exhibit B.3).
AMEREN ENERGY MARKETING COMPANY (MARKETING COMPANY)
B9.1 Articles of Incorporation of Marketing Company filed March 2,
2000 (2000 U5S, Exhibit B.4).
B9.2 By-Laws of Marketing Company dated March 2, 2000 (2000 U5S,
Exhibit B.4).
26
B. CHARTERS, ARTICLES OF INCORPORATION, TRUST AGREEMENTS, BY-LAWS, AND
OTHER FUNDAMENTAL DOCUMENTS OF ORGANIZATION (Continued)
AMEREN ENERGY DEVELOPMENT COMPANY (DEVELOPMENT COMPANY)
B10.1 Articles of Incorporation of Development Company filed March 27,
2000 (2000 U5S, Exhibit B.5).
B10.2 Articles of Amendment of Development Company filed April 19, 2000
(2000 U5S, Exhibit B.5).
B10.3 Amended By-Laws of Development Company dated March 27, 2000
(2000 U5S, Exhibit B.5).
AMEREN ENERGY GENERATING COMPANY (GENERATING COMPANY)
B11.1 Articles of Incorporation of Generating Company filed March 2,
2000 (2000 U5S, Exhibit B.6).
B11.2 By-Laws of Generating Company dated March 2, 2000 (2000 U5S,
Exhibit B.6).
AMEREN ENERGY FUELS AND SERVICES COMPANY (AFS)
B12.1 Articles of Incorporation of AFS filed September 18, 2000 (2000
U5S, Exhibit B.7).
B12.2 By-Laws of AFS dated September 18, 2000 (2000 U5S, Exhibit B.7).
COWBOY RAILROAD DEVELOPMENT COMPANY, LLC (COWBOY)
* B13.1 Articles of Organization of Cowboy filed February 15, 2002 (filed
herewith on Form SE)
* B13.2 Operating Agreement of Cowboy (filed herewith on Form SE).
AFS DEVELOPMENT COMPANY, LLC (AFSD)
* B14.1 Articles of Organization of AFSD filed September 6, 2002 (filed
herewith on Form SE).
* B14.2 Operating Agreement of AFSD (filed herewith on Form SE).
C. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
AMEREN CORPORATION (AMEREN)
C1.1 Agreement, dated as of October 9, 1998, between Ameren and
EquiServe Trust Company, N.A. (as successor to First Chicago
Trust Company of New York), as Rights Agent, which includes the
form of Certificate of Designation of the Preferred Shares as
Exhibit A, the form of Rights Certificate as Exhibit B and the
Summary of Rights as Exhibit C (October 14, 1998 Ameren Form 8-K,
Exhibit 4).
C1.2 Indenture of Ameren with The Bank of New York, as Trustee,
relating to senior debt securities dated as of December 1, 2001
(Ameren's Senior Indenture) (File No. 333-81774, Exhibit 4.5).
C1.3 Company order relating to $150,000,000 Floating Rate Notes due
December 12, 2003 issued under Ameren's Senior Indenture
(including the forms of notes)(File No. 333-81774, Exhibit 4.6).
C1.4 Company order relating to $100,000,000 5.70% Notes due February
1, 2007 issued under Ameren's Senior Indenture (including the
forms of notes) (File No. 333-81774, Exhibit 4.7).
C1.5 Company order relating to $345,000,000 Notes due May 15, 2007
issued under Ameren's Senior Indenture (including the forms of
notes and certificate of normal unit) (File No. 333-81774,
Exhibit 4.8).
27
C. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES (Continued)
C1.6 Purchase Contract Agreement dated as of March 1, 2002 between
Ameren and The Bank of New York, as purchase contract agent,
relating to the 13,800,000 9.75% Adjustable Conversion-Rate
Equity Security Units (Equity Security Units) (File No.
333-81774, Exhibit 4.15).
C1.7 Pledge Agreement dated as of March 1, 2002 among Ameren, The Bank
of New York, as purchase contract agent and BNY Trust Company of
Missouri, as collateral agent, custodial agent and securities
intermediary, relating to the Equity Security Units (File No.
333-81774, Exhibit 4.16).
UNION ELECTRIC COMPANY (AMERENUE)
C2.1 Order of the Securities and Exchange Commission dated October 16,
1945 in File No. 70-1154 permitting the issue of Preferred Stock,
$3.70 Series (File No. 2-27474, Exhibit 3-E).
C2.2 Order of the Securities and Exchange Commission dated April 30,
1946 in File No. 70-1259 permitting the issue of Preferred Stock,
$3.50 Series (File No. 2-27474, Exhibit 3-F).
C2.3 Order of the Securities and Exchange Commission dated October 20,
1949 in File No. 70-2227 permitting the issue of Preferred Stock,
$4.00 Series (File No. 2-27474, Exhibit 3-G).
C2.4 Indenture of Mortgage and Deed of Trust of AmerenUE dated June
15, 1937 (Mortgage), as amended May 1, 1941, and Second
Supplemental Indenture dated May 1, 1941 (File No. 2-4940,
Exhibit B-1).
C2.5 Supplemental Indentures to Mortgage
Dated as of File Reference Exhibit No.
----------- -------------- -----------
April 1, 1971 Form 8-K, April 1971 6
February 1, 1974 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 Form 10-K, 1991 4.6
October 1, 1992 Form 10-K, 1992 4.6
December 1, 1992 Form 10-K, 1992 4.7
February 1, 1993 Form 10-K, 1992 4.8
May 1, 1993 Form 10-K, 1993 4.6
August 1, 1993 Form 10-K, 1993 4.7
October 1, 1993 Form 10-K, 1993 4.8
January 1, 1994 Form 10-K, 1993 4.9
February 1, 2000 Form 10-K, 2000 4.1
August 15, 2002 Form 8-K, August 22, 2002 4.3
C2.6 Indenture (for unsecured subordinated debt securities) of
AmerenUE dated as of December 1, 1996 (1996 AmerenUE Form 10-K,
Exhibit 4.36).
C2.7 Loan Agreement dated as of December 1, 1991 between the State
Environmental Improvement and Energy Resources Authority and
AmerenUE, together with Indenture of Trust dated as of December
1, 1991 between the Authority and UMB Bank, N.A., as successor
trustee (1992 AmerenUE Form 10-K, Exhibit 4.37).
C2.8 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
28
C. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
UNION ELECTRIC COMPANY (Continued)
as of December 1, 1992 between the Authority and UMB Bank, N.A.,
as successor trustee (1992 AmerenUE Form 10-K, Exhibit 4.38).
C2.9 Fuel Lease dated as of February 24, 1981 between AmerenUE, as
lessee, and Gateway Fuel Company, as lessor, covering nuclear
fuel (1980 AmerenUE Form 10-K, Exhibit 10.20).
C2.10 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 (Registration No.
2-96198, Exhibit 4.28).
C2.11 Amendment to Fuel Lease dated as of October 15, 1986 between
AmerenUE, as lessee, and Gateway Fuel Company, as lessor,
covering nuclear fuel (September 30, 1986 AmerenUE Form 10-Q,
Exhibit 4.3).
C2.12 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 (September 30,
1998 AmerenUE Form 10-Q, Exhibit 4.28).
C2.13 Trust Indenture - Environmental Bonds, Series 1998A (1998 U5S,
Exhibit C1.2).
C2.14 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 (September 30,
1998 AmerenUE Form 10-Q, Exhibit 4.29).
C2.15 Trust Indenture - Environmental Bonds, Series 1998B (1998 U5S,
Exhibit C1.3).
C2.16 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 (September 30,
1998 AmerenUE Form 10-Q, Exhibit 4.30).
C2.17 Trust Indenture - Environmental Bonds, Series 1998C (1998 U5S,
Exhibit C1.5).
C2.18 Trust Indenture - Environmental Improvement Revenue Refunding
Bonds, Series 2000A, 2000B and 2000C (1999 U5S, Exhibit C1.1).
C2.19 Loan Agreement - Environmental Improvement Revenue Refunding
Bonds, Series 2000A, 2000B and 2000C (1999 U5S, Exhibit C1.2).
C2.20 Indenture dated as of August 15, 2002, from AmerenUE to The Bank
of New York, as Trustee, relating to senior secured debt
securities (including the forms of senior secured debt securities
as exhibits) (AmerenUE Form 8-K dated August 22, 2002, Exhibit
4.1).
C2.21 AmerenUE company order dated August 22, 2002 establishing the
5.25% Senior Secured Notes due 2012 (AmerenUE Form 8-K dated
August 22, 2002, Exhibit 4.2).
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (AMERENCIPS)
C3.1 Indenture of Mortgage or Deed of Trust dated October 1, 1941,
from 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). 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,
29
C. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (Continued)
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 Form
8-K dated May 15, 1992; Exhibit 4.02 to Form 8-K dated July 1,
1992; Exhibit 4.02 to Form 8-K dated September 15, 1992; Exhibit
4.02 to Form 8-K dated March 30, 1993; Exhibit 4.03 to Form 8-K
dated June 5, 1995; Exhibit 4.03 to Form 8-K dated March 15,
1997; Exhibit 4.03 to Form 8-K dated June 1, 1997; Exhibit 4.2,
in File No. 333-59438; and Exhibit 4.1 to June 30, 2001 Form
10-Q.)
C3.2 Indenture dated as of December 1, 1998 from AmerenCIPS to The
Bank of New York relating to Senior Notes, 5.375% due 2008 and
6.125% due 2028 (Exhibit 4.4, in File No. 333-59438).
C3.3 Trust Indenture - Pollution Control Revenue Refunding Bonds,
Series 2000A (1999 U5S, Exhibit C2.1).
C3.4 Loan Agreement - Pollution Control Revenue Refunding Bonds,
Series 2000A (1999 U5S, Exhibit C2.2).
AMEREN ENERGY GENERATING COMPANY (GENERATING COMPANY)
C4.1 Indenture, dated as of November 1, 2000, between Generating
Company and The Bank of New York, as Trustee, relating to senior
notes (the "Generating Indenture") (Exhibit 4.1 to Generating
Company's Registration Statement on Form S-4 (Commission File No.
333-56594)).
C4.2 First Supplemental Indenture to the Generating Indenture, dated
as of November 1, 2000 (Exhibit 4.2 to Generating Company
Registration Statement on Form S-4 (Commission File No.
333-56594)).
C4.3 Form of Second Supplemental Indenture to the Generating
Indenture, dated as of June 12, 2001 (Exhibit 4.3 to Generating
Company's Registration Statement on Form S-4 (Commission File No.
333-56594)).
C4.5 Third Supplemental Indenture to the Generating Indenture, dated
as of June 1, 2002 (including as exhibit the form of Note
(Exhibit 4.1 to Generating Company's quarterly report on Form
10-Q for the quarter ended June 30, 2002).
30
D. AGREEMENT ALLOCATING CONSOLIDATED INCOME TAX LIABILITY BY AMEREN
CORPORATION AND SUBSIDIARIES
*F. SCHEDULES SUPPORTING ITEMS OF THE REPORT
F-1 The opinion of the independent accountants as to the consolidated
financial statements and the footnotes are included in Exhibit
A.1, which is incorporated by reference.
F-2 Supporting plant, depreciation and reserve schedules for Union
Electric Company from FERC Form No. 1 - Annual Report of Major
Electric Utilities, Licensees, and Others, FERC Form No. 2 -
Annual Report of Natural Gas Companies, and Form 21 ILCC - Annual
Report of Electric Utilities Licensees and/or Natural Gas
Utilities as follows: (filed confidentially on Form SE, Appendix
B)
Summary of Utility Plant and Accumulated Provisions for
Depreciation, Amortization and Depletion (Electric & Gas)
Nuclear Fuel Materials
Electric Plant in Service
Gas Plant in Service
Electric Plant Held for Future Use
Construction Work in Progress - Electric
Construction Work in Progress - Gas
Accumulated Provision for Depreciation of Electric Utility Plant
Accumulated Provision for Depreciation of Gas Utility Plant
Gas Stored
Non-utility Property
Accumulated Provision for Depreciation and Amortization of
Non-utility Property
Depreciation and Amortization of Electric Plant
Depreciation, Depletion and Amortization of Gas Plant
F-3 Supporting plant, depreciation and reserve schedules for Central
Illinois Public Service Company from FERC Form No. 1 - Annual
Report of Major Electric Utilities, Licensees, and Others and
Form 21 ILCC - Annual Report of Electric Utilities Licensees
and/or Natural Gas Utilities as follows: (filed confidentially on
Form SE, Appendix B)
Summary of Utility Plant and Accumulated Provisions for
Depreciation, Amortization and Depletion (Electric & Gas)
Electric Plant in Service
Gas Plant in Service
31
Manufactured Gas Production Plant - Supplemental Schedule
Electric Plant Held for Future Use
Gas Plant Held for Future Use
Construction Work in Progress - Electric
Construction Work in Progress - Gas
Accumulated Provision for Depreciation of Electric Utility Plant
Accumulated Provision for Depreciation of Gas Utility Plant
Gas Stored
Non-utility Property
Accumulated Provision for Depreciation and Amortization of
Non-utility Property
Depreciation and Amortization of Electric Plant
Depreciation, Depletion and Amortization of Gas Plant
F-4 Supporting plant, depreciation and reserve schedules for Ameren
Energy Generating Company from FERC Form No. 1 - Annual Report of
Major Electric Utilities, Licensees, and Others as follows:
(filed confidentially on Form SE, Appendix B)
Summary of Utility Plant and Accumulated Provisions for
Depreciation, Amortization and Depletion (Electric & Gas)
Nuclear Fuel Materials
Electric Plant in Service
Electric Plant Held for Future Use
Construction Work in Progress - Electric
Construction Overheads - Electric
Accumulated Provision for Depreciation of Electric Utility Plant
Non-utility Property
Depreciation and Amortization of Electric Plant
G. ORGANIZATIONAL CHART SHOWING THE RELATIONSHIP OF EACH EWG IN WHICH THE
SYSTEM HOLDS AN INTEREST TO OTHER SYSTEM COMPANIES (filed herewith on
Form SE).
32
H. FINANCIAL STATEMENTS FOR EACH EWG OF THE REGISTERED HOLDING COMPANY
H.1 Audited Financial Statements for AmerenEnergy Generating Company
(File No. 333-56594, Form 10-K, filed under the Securities and
Exchange Act of 1933)
*H.2 Audited Consolidated Financial Statements for Electric Energy,
Inc. and Subsidiaries (filed confidentially on Form SE)
*H.3 Unaudited Consolidated Financial Statements for AmerenEnergy
Development Company (filed confidentially on Form SE, Appendix B)
*H.4 Unaudited Financial Statements for Midwest Electric Power, Inc.
(filed confidentially on Form SE)
SIGNATURE
Ameren Corporation, a registered holding company, has duly caused this annual
report for the year ended December 31, 2002 to be signed on its behalf by the
undersigned thereunto duly authorized, pursuant to the requirements of the
Public Utility Holding Company Act of 1935.
AMEREN CORPORATION
By: /s/ Martin J. Lyons, Jr.
-----------------------------
Martin J. Lyons, Jr.
Vice President and Controller
April 30, 2003
33