SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 7, 2002
AMEREN CORPORATION
(Exact name of registrant as specified in its charter)
Missouri 1-14756 43-1723446
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1901 Chouteau Avenue, St. Louis, Missouri 63103
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (314) 621-3222
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On January 7, 2002, the Registrant issued a press release outlining the
details of the January 3, 2002 Missouri Public Service Commission (MPSC) order
related to filing requirements and a new procedural schedule for the earnings
complaint case filed by the MPSC staff against Union Electric Company d/b/a
AmerenUE, the Registrant's subsidiary, in July 2001. The press release also
announces a revision to the Registrant's 2001 earnings estimate. The press
release is attached as Exhibit 99 and is incorporated herein by reference.
ITEM 7. EXHIBITS
(c) Exhibits.
99 Press release, dated January 7, 2002, issued by the Registrant.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMEREN CORPORATION
(Registrant)
By /s/ Warner L. Baxter
---------------------------
Warner L. Baxter
Senior Vice President, Finance
(Principal Financial Officer)
Date: January 8, 2002
Exhibit Index
Exhibit No. Description
99 - Press release dated January 7, 2002, issued by Ameren Corporation.
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News Release
One Ameren Plaza
1901 Chouteau Avenue
St. Louis, MO 63103
Contact:
Investor: Media:
Lynn Barnes Susan Gallagher
(314) 554-4829 (314) 554-2175
AMEREN CORPORATION OUTLINES DETAILS OF MISSOURI
PUBLIC SERVICE COMMISSION'S ORDER/REVISES 2001 EARNINGS ESTIMATE
St. Louis, Mo., Jan. 7, 2002 --- Ameren Corporation (NYSE: AEE) today
outlined the Jan. 3, 2002, Missouri Public Service Commission (MPSC) order
related to an earnings complaint case filed by the MPSC staff in July 2001. That
filing proposed to substantially reduce AmerenUE's annual electric revenues in
Missouri. In the Jan. 3 order, the MPSC addressed filing requirements and a new
procedural schedule for this case.
Specifically, the MPSC ordered that the parties employ a July 1, 2000 to
June 30, 2001, test year for determining rates for AmerenUE's Missouri retail
electric operations, with updates to that test year being permitted through
Sept. 30, 2001. Originally in its complaint, the MPSC staff had utilized a test
year of July 1, 1999 through June 30, 2000. In addition, the MPSC stated in its
order that AmerenUE would be permitted to propose an incentive regulation plan
in this proceeding.
Further in its order, the MPSC revised the procedural schedule in this case
to allow the parties additional time to review data and file testimony, due to
the utilization of a more current test year. Under the new schedule, the MPSC
staff will file direct testimony on March 1, 2002, with AmerenUE and the Office
of Public Counsel filing rebuttal testimony on May 10, 2002. Hearings on this
matter are scheduled to begin July 11, 2002, with the last hearing date set for
Aug. 2, 2002.
The MPSC's order is consistent with a joint proposal submitted by the MPSC
staff and AmerenUE and supported by the Office of Public Counsel. A part of the
joint proposal and order by the MPSC is that the company has agreed that if the
MPSC ultimately determines that a rate decrease is warranted in this case, that
rate reduction would be retroactive to April 1, 2002, regardless of when the
commission issues its decision.
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"We believe that the commission made a very prudent decision in requiring
the parties to employ more current financial data in this case," said Charles W.
Mueller, chairman and chief executive officer of Ameren Corporation. "We are
also pleased to have the opportunity to present to the commission an incentive
regulation plan in this case. We truly believe that incentive regulation will
result in a win-win situation for all stakeholders, as evidenced by the fact
that the incentive regulation plan that we have operated under for the past six
years returned more than $425 million in benefits back to our customers."
From 1995 until June 30, 2001, AmerenUE's Missouri retail electric
customers benefited from innovative incentive regulation that allowed customers
and shareholders to share any earnings above certain regulatory return-on-equity
thresholds. The two, three-year plans allowed the company's retail electric
customers to receive at least half of all company earnings above certain
regulatory return-on-equity thresholds.
With regard to Ameren Corporation's 2001 earnings, the company's previous
2001 earnings per share estimate of $3.30 to $3.45 per share assumed and
incorporated a future form of incentive regulation, which included electric rate
reductions and additional customer credits. Currently, Ameren does not believe
that the impact of a future form of incentive regulation will affect its 2001
net income. As a result, the company estimates 2001 earnings per share will
range from $3.40 to $3.50. This estimate excludes a reduction in earnings of 5
cents per share associated with the cumulative effect of an accounting change
due to the required adoption of the Statement of Financial Accounting Standards
(SFAS) No. 133, which requires recording the fair value of derivative financial
instruments in the financial statements. Ameren's 2001 earnings and estimates
for 2002 earnings per share will be released Feb. 5, 2002, and a conference call
for financial analysts and a live Internet broadcast will be conducted on that
date to discuss this information.
With assets of $10 billion, Ameren operating companies serve 1.5 million
electric customers and 300,000 natural gas customers in a 44,500-square-mile
area of Missouri and Illinois.
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Safe Harbor Statement
Statements made in this release, which are not based on historical facts, are
"forward-looking" and, accordingly, involve risks and uncertainties that could
cause actual results to differ materially from those discussed. Although such
"forward-looking" statements have been made in good faith and are based on
reasonable assumptions, there is no assurance that the expected results will be
achieved. These statements include (without limitation) statements as to future
expectations, beliefs, plans, strategies, objectives, events, conditions, and
financial performance. In connection with the "Safe Harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the company is providing this
cautionary statement to identify important factors that could cause actual
results to differ materially from those anticipated. The following factors could
cause results to differ materially from management expectations as suggested by
such forward-looking statements: the effects of regulatory actions, including
changes in regulatory policy; changes in laws and other governmental actions;
the impact on the company of current regulations related to the phasing-in of
the opportunity for some customers to choose alternative energy suppliers in
Illinois; the effects of increased competition in the future due to, among other
things, deregulation of certain aspects of the company's business at both the
state and federal levels; the effects of withdrawal from the Midwest Independent
System Operator and membership in the Alliance Regional Transmission Operator;
future market prices for fuel and purchased power, electricity, and natural gas,
including the use of financial instruments; average rates for electricity in the
Midwest; business and economic conditions; the impact of the adoption of new
accounting standards; interest rates; weather conditions; fuel availability;
generation plant construction, installation and performance; the impact of
current environmental regulations on utilities and generating companies and the
expectation that more stringent requirements will be introduced over time, which
could potentially have a negative financial effect; monetary and fiscal
policies; future wages and employee benefit costs; competition from other
generating facilities including new facilities that may be developed in the
future; cost and availability of transmission capacity for the energy generated
by the company's generating facilities or required to satisfy energy sales made
by the company; and legal and administrative proceedings.
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