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):
February 11, 2003
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 9. REGULATION FD DISCLOSURE
On February 11, 2003, the Registrant issued a press release
announcing its 2002 earnings. The press release is attached as Exhibit 99 and is
incorporated herein by reference.
ITEM 7. EXHIBITS
(c) Exhibits.
99 Press release, dated February 11, 2003, 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/ Martin J. Lyons
------------------------------
Name: Martin J. Lyons
Title: Controller
(Principal Accounting Officer)
Date: February 11, 2003
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Exhibit Index
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Exhibit No. Description
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99 - Press release dated February 11, 2003, issued by Ameren Corporation.
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One Ameren Plaza
1901 Chouteau Avenue
St. Louis, MO 63103
Contacts:
Media Analysts Investors
Tim Fox Bruce Steinke Investor Services
(314) 554-3120 (314) 554-2574 (800) 255-2237
tfox2@ameren.com bsteinke@ameren.com invest@ameren.com
AMEREN CORPORATION REPORTS 2002 EARNINGS
St. Louis, Mo., Feb. 11, 2003---Ameren Corporation (NYSE: AEE) today
announced 2002 net earnings of $382 million, or $2.61 per share ($2.60 diluted),
compared to 2001 earnings of $469 million, or $3.41 per share ($3.40 diluted).
Excluding unusual items, the company reported ongoing 2002 earnings of $440
million, or $3.01 per share ($3.00 diluted), compared to 2001 ongoing earnings
of $476 million, or $3.46 per share ($3.45 diluted). The company's 2002 ongoing
earnings per share was within the guidance for 2002 ongoing earnings of $3.00 to
$3.10 per share provided in December 2002.
The company recorded a net loss of $32 million, or 20 cents per share (20
cents diluted), for the fourth quarter of 2002, compared to net earnings of $49
million, or 35 cents per share (34 cents diluted), for the fourth quarter of
2001. Excluding unusual items, fourth quarter 2002 earnings were $26 million, or
18 cents per share (18 cents diluted). There were no unusual items in the fourth
quarter of 2001.
Net earnings in 2002 included an after-tax charge of $58 million, or 40
cents per share, related to a previously-announced voluntary retirement program
and restructuring charges associated with the retirement of the company's
Venice, Ill., plant and the temporary suspension of operation of two generating
units at the company's Meredosia, Ill., plant. Earnings for 2001 included a
one-time, after-tax charge of $7 million, or 5 cents per share, resulting from
the required adoption of a new accounting standard related to derivative
financial instruments in January 2001.
"At Ameren, we have promised our stakeholders performance leadership by
pursuing a consistent, long-term strategy that is focused on our core business
of producing and delivering energy," said Charles W. Mueller, chairman and chief
executive officer of Ameren Corporation. "In 2002, we continued to deliver on
our promises. We entered into a constructive settlement of the largest rate case
in our history, announced the acquisition of a high quality utility in CILCORP
Inc., earned superior marks for customer service and environmental stewardship,
and significantly outperformed the Standard & Poor's 500 and Dow Jones Utility
indexes. We did this while maintaining a balance sheet and credit ratings that
are among the best in our industry.
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"This was accomplished in a year when many companies in our industry failed
to deliver on their promises as the energy sector grappled with a weak economy,
soft energy markets, highly leveraged balance sheets and a host of other
issues," added Mr. Mueller. "In fact, a major credit rating agency referred to
2002 as the worst year for our industry since the Great Depression."
Total electric revenues in 2002 were flat as compared to the prior year.
Warmer summer weather drove higher cooling demand, but this benefit to revenues
was partially offset by the impact of the weak economy on industrial sales and
rate reductions associated with our Missouri electric rate case settlement.
During 2002, weather-sensitive residential and commercial electric kilowatthour
sales rose 7 percent and 2 percent, respectively, while industrial electric
sales decreased approximately 5 percent. Lower interchange revenues and sales
compared to the prior year were attributable to lower energy prices and less
low-cost generation available for sale due primarily to the increased demand for
power from native load customers.
Other operations and maintenance expenses increased $70 million during
2002, compared to 2001. This increase was primarily due to higher employee
medical and pension benefit expenses, increased plant maintenance expenses, and
higher labor costs due to customary cost of living increases. Earnings were also
reduced in 2002 by increased depreciation and financing costs associated with
capital additions and the dilutive effect on earnings per share from new common
stock issued during the year to reduce outstanding debt and prefund a portion of
the CILCORP acquisition. That acquisition was completed on Jan. 31, 2003. The
average number of shares outstanding in 2002 was 6 percent greater than in 2001.
In the fourth quarter of 2002, net earnings benefited from increased
heating demand relative to 2001, but were reduced by a refueling and maintenance
outage at the company's Callaway Nuclear Plant. Fourth quarter earnings were
reduced by 13 cents per share due to the Callaway outage. Consistent with the
full year 2002 trends, net earnings in the fourth quarter were also lower than
in 2001, due to the Missouri rate case settlement and increased employee
benefit, depreciation and financing costs.
"Looking to 2003, we continue to expect some of the challenges we
experienced in 2002 to persist," said Gary L. Rainwater, president and chief
operating officer of Ameren Corporation. "However, we have taken numerous
prudent actions to significantly lower costs and benefit future operations. And
we are very excited about the anticipated benefits associated with our recent
acquisition of CILCORP, which we completed two months earlier than we expected.
This acquisition is expected to be accretive to earnings in the first year and
provide meaningful long-term growth opportunities for our company. At Ameren, we
remain committed to efficiently producing and delivering reliable energy,
maintaining our financial strength and flexibility and providing solid,
long-term returns to our shareholders."
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The company also announced today that it reaffirmed its expectation that
2003 earnings will be in the range of $2.80 to $3.05 per share. The company's
2003 earnings range incorporates the expected earnings accretion from CILCORP
and the issuance of 5.5 million shares of common stock in January to fund that
acquisition. This estimate is subject to, among other things, weather, changing
energy market and economic conditions and other risks and uncertainties outlined
in the company's Safe Harbor Statement.
Ameren will conduct a conference call for financial analysts at 10:30 a.m.
(Central Time) on Tuesday, Feb. 11, to discuss 2002 earnings. Investors, the
news media and the public may listen to a live Internet broadcast of the Ameren
analyst call at www.ameren.com by clicking on "Live Webcast: Q4 2002 Ameren
Corporation Earnings Conference Call, Feb. 11, 2003, 11:30 a.m. ET," then the
appropriate audio link.
The analyst call will also be available for replay on the Internet for one
week. Telephone playback of the conference call will also be available beginning
at 12:30 p.m. (Central Time), Feb. 11, and until Feb. 18 by dialing, U.S. (800)
428-6051; international (973) 709-2089, and entering the number: 283709.
With assets of more than $13.5 billion, Ameren owns a diverse mix of
electric generating plants strategically located in its Midwest market with a
capacity of more than 14,500 megawatts. Ameren serves 1.7 million electric
customers and 500,000 natural gas customers in a 49,000-square-mile area of
Missouri and Illinois.
Safe Harbor Statement
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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, in
addition to those discussed elsewhere in this release and in past and subsequent
securities filings, could cause results to differ materially from management
expectations as suggested by such "forward-looking" statements:
o the effects of the stipulation and agreement relating to the AmerenUE
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 policy;
o the impact on the company 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 the company's business at
both the state and federal levels;
o the effects of participation in a Federal Energy Regulatory
Commission-approved regional transmission organization, including
activities associated with the Midwest Independent System Operator;
o availability and future market prices for fuel and purchased power,
electricity and natural gas, including the use of financial and
derivative instruments and volatility of changes in market prices;
o 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
company's 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 with the company's other businesses;
o changes in the coal markets, environmental laws or regulations, or
other factors adversely impacting synergy assumptions in connection
with the CILCORP Inc. acquisition;
o 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
o legal and administrative proceedings.
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