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U.S. Securities and Exchange Commission

SECURITIES AND EXCHANGE COMMISSION

(Release No. 35-27655; 70-10106)

Ameren Corp. et al.

Order Authorizing Issuance of Short-Term Debt; Money Pool; Reservation of Jurisdiction

February 27, 2003

Ameren Corporation ("Ameren"), St. Louis, Missouri, a registered holding company under the Public Utility Holding Company Act of 1935, as amended ("Act"), Union Electric Company, d/b/a AmerenUE ("AmerenUE"), an electric and gas utility company, Ameren Services Company ("Ameren Services"), a service company subsidiary, Ameren Energy, Inc., Ameren ERC, Inc., Ameren Energy Marketing Company, Ameren Energy Fuels and Services Company, and AFS Development Company, LLC, all of which are "energy-related companies" within the meaning of rule 58 under the Act, Ameren Development Company and Ameren Energy Resources Company, which are intermediate non-utility holding companies, Ameren Energy Development Company and Ameren Energy Generating Company, which are "exempt wholesale generators" within the meaning of Section 32 of the Act ("EWGs"), Ameren Energy Communications, Inc., an "exempt telecommunications company" within the meaning of section 34 of the Act, Illinois Materials Supply Co., an "enterprise zone" company formed to purchase goods and equipment for Ameren's EWG subsidiaries, and Union Electric Development Company, a wholly-owned non-utility subsidiary of AmerenUE that engages in various energy-related businesses and invests in affordable housing projects; Central Illinois Public Service Company d/b/a AmerenCIPS ("AmerenCIPS"), an electric and gas utility subsidiary of Ameren, and its wholly-owned non-utility subsidiary, CIPSCO Investment Company, which invests in, among other things, affordable housing projects; CILCORP Inc. ("CILCORP"), an exempt holding company Peoria, Illinois ; the following direct and indirect subsidiaries of CILCORP: Central Illinois Light Company ("CILCO"), an electric and gas utility company, Central Illinois Generation, Inc. ("CIGI"), an EWG formed by CILCO to acquire substantially all of CILCO's generating assets, CILCORP Investment Management, Inc., which, through subsidiaries manages CILCORP's investments in equipment leases, affordable housing projects and non-regulated independent power projects, CILCORP Ventures, Inc., which through its subsidiary, CILCORP Energy Services, Inc., provides energy-related services and products, QST Enterprises, Inc., which through subsidiaries provides energy and related services in non-regulated retail and wholesale markets, including utility operations and management services to industrial customers of CILCO, and CILCO's wholly-owned non-utility subsidiaries, CILCO Exploration and Development Company and CILCO Energy Corporation, which are engaged in, respectively, exploration and development of gas and oil and other mineral resources and research and development activities relating to new sources of energy; and AmerenEnergy Medina Valley Cogen (No. 4), L.L.C. ("AmerenEnergy Medina Valley"), a limited liability company, its direct and indirect wholly-owned non-utility subsidiaries, AmerenEnergy Medina Valley Cogen (No. 2), an intermediate non-utility subsidiary, and AmerenEnergy Medina Valley Cogen, L.L.C., an EWG, and AmerenEnergy Medina Valley Operations, L.L.C., which provides operating services to AES Medina Valley Cogen, L.L.C., ("Applicants") have filed an application-declaration, as amended ("Application"), under sections 6(a), 7, 9(a)(1), 9(c)(3), 10, 12(b), 12(c) and 12(f) of the Act and rules 40, 43, 45 and 54 under the Act. A notice of the Application was issued by the Commission on January 31, 2003 (HCAR No. 27646).

Ameren directly owns all of the issued and outstanding common stock of Union Electric Company, d/b/a AmerenUE ("AmerenUE"), and Central Illinois Public Service Company, d/b/a AmerenCIPS ("AmerenCIPS") each of which is an electric and gas utility company. Ameren owns all the issued and outstanding common stock of Central Illinois Light Company d/b/a AmerenCILCO ("AmerenCILCO") indirectly through CILCORP Inc. ("CILCORP"), an exempt holding company.1 AmerenCILCO owns all of the issued and outstanding common stock of Central Illinois Generation, Inc. ("CIGI"), which is currently an "exempt wholesale generator" under section 32 of the Act ("EWG").2

Ameren has five direct wholly-owned non-utility subsidiaries: (i) Ameren Services Company ("Ameren Services"), which provides administrative management and technical services to Ameren and its associates companies in the Ameren system; (ii) Ameren Development Company ("Ameren Development), an intermediate non-utility holding company that directly and indirectly owns all of the outstanding stock of two "energy-related companies" under rule 58: Ameren ERC, Inc. ("Ameren ERC"), which provides energy management services, and Missouri Central Railroad, a fuel transportation subsidiary, and an "exempt telecommunications company under section 34 of the Act, Ameren Energy Communications, Inc. ("Ameren Communications"); (iii) Ameren Energy Resources Company ("Ameren Energy Resources"), which directly holds all of the outstanding voting securities of the following subsidiaries: (1) Ameren Energy Development Company ("Ameren Energy Development"), an EWG which in turn owns all of the outstanding common stock of Ameren Energy Generating Company ("Ameren GenCo"), also an EWG;3 (2) Ameren Energy Marketing Company ("Ameren Energy Marketing"), an "energy-related company" under rule 58; (3) Ameren Energy Fuels and Services Company ("Ameren Fuels"), also an energy-related company under rule 58 which in turn owns all of the membership interests of AFS Development Company L.L.C. ("AFS Development"), an "energy-related company"organized to make investments in and engage in operating activities related to oil and gas, coal bed methane and other energy commodities; (4) Illinois Material Supply Co. ("Illinois Materials"), which was established to serve as an "enterprise zone" company in connection with purchasing goods, materials and equipment for Ameren Energy Development and other non-utility associate companies; and (5) AmerenEnergy Medina Valley Cogen (No. 4) L.L.C. ("AmerenEnergy Medina Valley"), an intermediate non-utility holding company that indirectly through AmerenEnergy Medina Valley Cogen (No. 2) L.L.C., holds all of the membership interests in AmerenEnergy Medina Valley Cogen, L.L.C ("AmerenEnergy Medina Valley Cogen"), an EWSG, and directly holds all of the membership interests in AmerenEnergy Medina Valley Operations, L.L.C., which operates AmerenEnergy Media Valley Cogen's generating facility;4 (iv) Ameren Energy, Inc. ("Ameren Energy"), an "energy-related company" under rule 58 that primarily serves as the short-term energy and marketing agent for AmerenUE and Ameren GenCo and provides a range of energy and risks management services; and (v) CIPSCO Investment Company ("CIC"), which holds various nonregulated and passive investments, including passive investments in affordable housing projects that qualify for federal tax credits, and other passive investments.

Ameren UE has one directly wholly-owned non-utility subsidiary, Union Electric Development Company ("UEDC"), which holds investments in steam delivery systems, affordable housing projects that qualify for federal income tax credits, and other passive investments.

CILCORP directly owns all of the common stock of three non-utility subsidiaries: (i) CILCORP Investment Management Inc. ("CIM"), which, through subsidiaries, manages CILCORP's investments in equipment leases, affordable housing projects that qualify for federal income tax credits, non-regulated independent power projects, and other passive investments; (ii) CILCORP Ventures Inc. ("CVI"), which through a wholly-owned subsidiary, CILCORP Energy Services, Inc. ("CESI"), provides energy-related products and services, including gas management services for gas management customers; and (iii) QST Enterprises Inc. ("QST"), which through subsidiaries, provides energy and related services in non-regulated retail and wholesale markets, including utility operations and maintenance services (primarily to one of AmerenCILCO's largest industrial customers) and holds interests in environmentally distressed parcels of real estate acquired for resale

In addition to CIGI, AmerenCILCO directly owns all of the issued and outstanding common stock of two non-utility subsidiaries: CILCO Exploration and Development Company ("CILCO Exploration"), which engages in the exploration and development of gas, oil coal and other mineral resources, and CILCO Energy Corporation ("CILCO Energy"), which was formed to research and develop new sources of energy, including the conversion of coal and other mineral into gas. Neither company conducts any significant business at this time.

Ameren and its direct and indirect subsidiaries named above are referred to collectively as "Applicants."

1. Current Authorization

By order dated March 13, 19985 ("1998 Financing Order"), AmerenUE and AmerenCIPS are currently authorized for the period through February 27, 2003 to issue and sell commercial paper and to establish credit lines and issue notes thereunder evidencing unsecured short-term borrowings ("Short-term Debt"). AmerenUE is authorized to issue up to $575 million of commercial paper at any one time outstanding and borrow up to $425 million under credit lines. AmerenCIPS is authorized to issue up to $125 million of commercial paper at any one time outstanding and borrow up to $125 million under credit lines. Under the 1998 Financing Order, AmerenUE and AmerenCIPS were also authorized to enter into interest rate hedging instruments with respect to outstanding indebtedness of those companies.

By order dated March 22, 1999 in File No. 70-9423 (the "Money Pool Order"),6 Ameren was authorized to establish and fund loans to AmerenUE, AmerenCIPS and Ameren Services through the Ameren Corporation System Utility Money Pool Agreement (the "Utility Money Pool") in order to provide for the short-term cash and working capital needs of these companies.7 Further, to the extent not exempt under rule 52, AmerenUE, AmerenCIPS, and Ameren Services are authorized to make borrowings from and extend credit to each other pursuant to the Utility Money Pool. Ameren may not make borrowings under the Utility Money Pool. AmerenUE is authorized to borrow up to $500 million at any one time outstanding under the Utility Money Pool.8

Ameren states that it also maintains and funds loans to certain of its non-utility subsidiaries pursuant to the Ameren Corporation System Amended and Restated Non-Utility Money Pool Agreement (the "Non-Utility Money Pool") in order to provide for the short-term cash and working capital requirements of these subsidiaries.

2. Requested Authorization

The Applicants request authorization for the period through March 31, 2006 (the "Authorization Period") (i) to extend and restate the external short-term financing and interest rate hedging authorization of AmerenUE and AmerenCIPS under the 1998 Financing Order, (ii) to extend and continue the Utility Money Pool and Non-Utility Money Pool (the latter to be re-designated as the "Non-State Regulated Subsidiary Money Pool") arrangements,9 and (iii) to add CILCO as a participant in the Utility Money Pool and CILCORP, CIGI, certain non-utility subsidiaries of CILCORP (as identified below), and AmerenEnergy Medina Valley and its direct and indirect non-utility subsidiaries as participants in the Non-State Regulated Subsidiary Money Pool, in each case subject to all of the existing terms, conditions and limitations of the money pool agreements. Ameren states that it is not requesting any new financing authority in this proceeding.

3. Proposed Sale of Short-Term Debt

Specifically, AmerenUE and AmerenCIPS propose to issue and sell from time to time during the Authorization Period Short-term Debt in an aggregate principal amount at any time outstanding not to exceed, when added to any borrowings by such companies under the Utility Money Pool, $1 billion in the case of AmerenUE and $250 million in the case of AmerenCIPS. Short-term Debt may include commercial paper notes, bank notes, and other forms of short-term indebtedness. All Short-term Debt will have maturities of less than one year from the date of issuance and will be unsecured.

It is stated that the commercial paper will be sold in established domestic or European commercial paper markets. That commercial paper would typically be sold to dealers at the discount rate per annum prevailing at the date of issuance for commercial paper of comparable quality and maturities sold to commercial paper dealers generally. It is expected that the dealers acquiring the commercial paper will reoffer it at a discount to corporate, institutional and, with respect to European commercial paper, individual investors. It is anticipated that the commercial paper will be reoffered to investors such as commercial banks, insurance companies, pension funds, investment trusts, foundations, colleges and universities, finance companies and nonfinancial corporations.

AmerenUE and AmerenCIPS also propose to establish and maintain back-up credit facilities and other credit facilities with banks or other financial institutions to support their commercial paper programs and other credit and/or borrowing facilities generally available to borrowers with comparable credit ratings as they may deem appropriate in light of their needs and existing market conditions providing for revolving credit or other loans and having commitment periods not longer than the Authorization Period. Only the amounts drawn and outstanding under these agreements and facilities will be counted against the proposed limits on Short-term Debt.

The effective cost of money on all Short-term Debt will not exceed at the time of issuance the greater of (i) 300 basis points over the six-month London Interbank Offered Rate (LIBOR), or (ii) a gross spread over six-month LIBOR that is consistent with similar securities of comparable credit quality and maturities issued by other companies. Issuance expenses in connection with any non-competitive offering of Short-term Debt may not exceed 5% of the principal amount.

The Applicants represent that, except for securities issued for the purpose of funding money pool operations, no Short-term Debt may be issued in reliance upon the authorization granted by the Commission pursuant to the Application, unless (i) the security to be issued, if rated, is rated investment grade; (ii) all outstanding securities of the issuer that are rated are rated investment grade; and (iii) all outstanding securities of Ameren that are rated are rated investment grade. For purposes of this provision, a security will be deemed to be rated "investment grade" if it is rated investment grade by at least one nationally recognized statistical rating organization ("NRSRO"), as that term is used in paragraphs (c)(2)(vi)(E), (F) and (H) of Rule 15c3-1 under the Securities Exchange Act of 1934, as amended. Applicants request that the Commission reserve jurisdiction over the issuance of any Short-term Debt securities that are rated below investment grade.

4. Proposed Interest Rate Hedges

AmerenUE and AmerenCIPS also request authorization to enter into interest rate hedging transactions with respect to outstanding indebtedness ("Interest Rate Hedges"), subject to certain limitations and restrictions, in order to reduce or manage the effective interest rate cost. Interest Rate Hedges would only be entered into with counterparties ("Approved Counterparties") whose senior debt ratings, or the senior debt ratings of any credit support providers who have guaranteed the obligations of such counterparties, as published by S&P, are equal to or greater than BBB, or an equivalent rating from Moody's or Fitch. In addition, AmerenUE and AmerenCIPS request authorization to enter into interest rate hedging transactions with respect to anticipated debt offerings (the "Anticipatory Hedges"), subject to certain limitations and restrictions. Those Anticipatory Hedges would only be entered into with Approved Counterparties, and would be utilized to fix the interest rate and/or limit the interest rate risk associated with any new issuance of debt.

It is stated that each Interest Rate Hedge and Anticipatory Hedge will qualify for hedge accounting treatment under the current Financial Accounting Standards Board ("FASB") guidelines in effect and as determined at the time entered into. Further, the applicants will comply with the Statement of Financial Accounting Standards ("SFAS") 133 ("Accounting for Derivatives Instruments and Hedging Activities") and SFAS 138 ("Accounting for Certain Derivative Instruments and Certain Hedging Activities") or other standards relating to accounting for derivative transactions as are adopted and implemented by the FASB.

5. Utility Money Pool

Ameren, AmerenUE, AmerenCIPS, and Ameren Services seek authorization to continue their participation in the Utility Money Pool, subject to all of the terms, conditions and limitations set forth in the Money Pool Order. AmerenUE requests authority to borrow up to $500 million at any time outstanding under the Utility Money Pool. Ameren will continue to participate in the Utility Money Pool as a lender only and may not make any borrowings from or receive any extension of credit through the Utility Money Pool. In addition, AmerenCILCO proposes to become a participant in the Utility Money Pool, subject to receiving approval from the Illinois Commerce Commission ("ICC").

Ameren will continue to fund loans to Utility Money Pool participants with the proceeds of commercial paper sales and other short-term borrowings by Ameren previously authorized by the Commission, as well as surplus funds in the treasury of Ameren. Ameren is not requesting any new financing authority in this proceeding.

In accordance with the terms and provisions of the Utility Money Pool, funds will be available from the following sources for short-term loans to AmerenUE, AmerenCIPS, AmerenCILCO and Ameren Services, from time to time: (1) surplus funds in the treasuries of AmerenUE, AmerenCIPS, AmerenCILCO and Ameren Services, (2) surplus funds in the treasury of Ameren, and (3) proceeds from bank borrowings and the sale of commercial paper by Ameren, AmerenUE, AmerenCIPS, AmerenCILCO and Ameren Services ("External Funds"). Funds will be made available from such sources in such other order as Ameren Services, as administrator of the Utility Money Pool, may determine would result in a lower cost of borrowing, consistent with the individual borrowing needs and financial standing of the companies providing funds to the Utility Money Pool.

Utility Money Pool participants that borrow will borrow pro rata from each company that lends, in the proportion that the total amount loaned by each such lending company bears to the total amount then loaned through the Utility Money Pool. On any day when more than one fund source (e.g., surplus treasury funds of Ameren and other Utility Money Pool participants ("Internal Funds") and External Funds), with different rates of interest, is used to fund loans through the Utility Money Pool, each borrower will borrow pro rata from each such fund source in the Utility Money Pool in the same proportion that the amount of funds provided by that fund source bears to the total amount of short-term funds available to the Utility Money Pool.

If only Internal Funds are available in the Utility Money Pool, the interest rate applicable to loans of those Internal Funds will be the CD yield equivalent of the 30-day Federal Reserve "AA" Non-Financial commercial paper composite rate (or if no such rate is established for that day, then the applicable rate would be the rate for the next preceding day for which such rate was established). If only External Funds are available in the Utility Money Pool, the interest rate applicable to loans of those External Funds will be equal to the lending company's cost for those External Funds (or, if more than one Utility Money Pool participant had made available External Funds on such day, the applicable interest rate will be a composite rate equal to the weighted average of the cost incurred by the respective Utility Money Pool participants for those External Funds). In cases where both Internal Funds and External Funds are concurrently borrowed through the Utility Money Pool, the rate applicable to all loans comprised of such "blended" funds will be a composite rate equal to the weighted average of (a) the cost of all Internal Funds contributed by Utility Money Pool participants (as determined pursuant to the second preceding paragraph above) and (b) the cost of all such External Funds (as determined pursuant to the immediately preceding paragraph above).

6. Non-State Regulated Subsidiary Money Pool

Ameren also proposes to continue to maintain and fund loans to certain of its direct and indirect non-utility subsidiaries in accordance with a new Non-State Regulated Subsidiary Money Pool Agreement. As is the case with the current Non-Utility Money Pool, Ameren will participate in the Non-State Regulated Subsidiary Money Pool solely as a lender and may not make any borrowings from or receive any extension of credit through the Non-State Regulated Subsidiary Money Pool. CILCORP also proposes to participate in the Non-State Regulated Subsidiary Money Pool as a lender only and will not be permitted to make borrowings from or receive any extension of credit through the Non-State Regulated Subsidiary Money Pool. Ameren Services will participate in the Non-State Regulated Subsidiary Money Pool (as it currently does in the Non-Utility Money Pool) solely as a borrower.

CIGI also proposes to become a participant in the Non-State Regulated Subsidiary Money Pool. It is stated that, although CIGI will be an "electric utility company" under the Act once it relinquishes EWG status, for purposes of state regulation in Illinois, CIGI will be considered to be a "non-regulated" affiliate of AmerenCILCO and therefore cannot participate in the Utility Money Pool. CIGI requests authorization to borrow up to $250 million at any time outstanding under the Non-State Regulated Subsidiary Money Pool. Applicants request that the Commission reserve jurisdiction over CIGI's participation in the Non-State Regulated Subsidiary Money Pool pending completion of the record. The interest rate payable on borrowings from and loans to the Non-State Regulated Subsidiary Money Pool and the allocation of fees and investment income to participants will be determined in the same manner described above in connection with the Utility Money Pool.

Accordingly, the following direct and indirect subsidiaries of Ameren will be participants in the Non-State Regulated Subsidiary Money Pool: Ameren Services (solely as a borrower), Ameren Development Company, Ameren ERC, Inc., Ameren Energy Communications, Inc., Ameren Energy Resources Company, Ameren Energy Development Company, Ameren Energy Generating Company, Ameren Energy Fuels and Services Company, AFS Development Company, LLC, Illinois Materials Supply Co., Union Electric Development Corporation, CIPSCO Investment Company, CILCORP (solely as a lender), CIGI, CILCORP Investment Management Inc., CILCORP Ventures Inc., CILCORP Energy Services Inc., QST Enterprises Inc., CILCO Exploration and Development Company, CILCO Energy Corporation, AmerenEnergy Medina Valley, AmerenEnergy Medina Valley Cogen (No. 2), L.L.C., AmerenEnergy Medina Valley Cogen, and AmerenEnergy Medina Valley Operations, L.L.C.10 Applicants request the Commission to reserve jurisdiction over the participation in the Non-State Regulated Subsidiary Money Pool of any other direct or indirect, current or future, non-utility subsidiary of Ameren.

Upon the effective date of the Commission's order in this proceeding, Ameren and its pre-CILCORP subsidiaries will relinquish their authority under the 1998 Financing Order and the Money Pool Order, except with respect to any Short-Term Debt, Utility Money Pool borrowings or loans, Interest Rate Hedges, or Anticipatory Hedges that are outstanding on that date, which shall terminate or expire in accordance with their terms. This order will not affect the existing financing authorization of CILCORP, AmerenCILCO and CIGI, as set forth in the CILCORP Order.

The Applicants propose to file certificates of notification in accordance with rule 24 under the Act that report each of the transactions carried out in accordance with the terms and conditions of and for the purposes represented in the Application. Those certificates of notification would be filed within 60 days after the end of each of the first three calendar quarters, and 90 days after the end of the last calendar quarter, in which transactions occur. Those rule 24 certificates will contain the following information for the reporting period:

(i) The amount and terms of Short-term Debt issued by AmerenUE and AmerenCIPS (other than through the Utility Money Pool) during the quarter;

(ii) The notional amount and principal terms of any Interest Rate Hedge or Anticipatory Hedge entered into during the quarter and the identity of the parties to such instruments;

(iii) The maximum outstanding amount of all borrowings from and loans to the Utility Money Pool and the Non-State Regulated Subsidiary Money Pool by each money pool participant during the quarter, and the rate or range of rates charged on borrowings by eligible Utility and Non-State Regulated Subsidiary Money Pool participants and paid on loans to Utility and Non-State Regulated Subsidiary Money Pool participants during the quarter;16

(iv) Consolidated balance sheets of Ameren, AmerenUE, AmerenCIPS, CILCORP, AmerenCilco and CIGI as of the end of the calendar quarter, which may be incorporated by reference to filings by such companies under the Securities Act of 1933 or Securities Exchange Act of 1934.

Fees, expenses and commissions in an estimated amount of $10,000 are expected to be incurred in connection with the Application. The participation of AmerenCIPS and AmerenUE in the Utility Money Pool has been approved by the ICC. The participation of AmerenCILCO in the Utility Money Pool also requires the approval of the ICC. Applicants state that AmerenCILCO's application to the ICC and the ICC's order will be filed by post-effective amendment in this proceeding. Applicants request that the Commission reserve jurisdiction over AmerenCILCO's participation in the Utility Money Pool pending completion of the record. No other state commission, and no federal commission, other than the Commission, has jurisdiction over any of the transactions proposed in the Application.

Due notice of the filing of the Application has been given in the manner prescribed in rule 23 under the Act, and no hearing has been requested of or ordered by the Commission. On the basis of the facts in the record, it is hereby found that the applicable standards of the Act and rules thereunder are satisfied, and that no adverse findings are necessary.

IT IS ORDERED, under the applicable provisions of the Act and the rules under the Act, that the Application be, and hereby is, granted and permitted to become effective immediately, subject to the terms and conditions prescribed in rule 24 under the Act.

IT IS ORDERED that jurisdiction is reserved pending completion of the record over (i) AmerenCILCO's participation in the Utility Money Pool; (ii) CIGI's participation in the Non-State Regulated Subsidiary Money Pool; (iii) the participation in the Non-State Regulated Subsidiary Money Pool of any direct or indirect, current or future, non-utility subsidiary of Ameren other than those listed above; and (iv) the issuance of any Short-term Debt securities that are rated below investment grade.

For the Commission, by the Division of Investment Management, under delegated authority.

 

Margaret H. McFarland
Deputy Secretary

 

Action as set forth or recommended herein
APPROVED pursuant to authority delegated by the
Commission under Public Law 87-592.

For The Division of Investment Management

By:___________________________Branch Chief
February 27, 2003

 

 


1 Ameren completed its acquisition of all of the issued and outstanding common stock of CILCORP, the direct parent of AmerenCILCO, from The AES Corporation ("AES") on January 21, 2002, in accordance with the Commission's order in S.E.C. File No. 10078. See Ameren Corporation, et al., HCAR No. 27645 (January 29, 2003)("CILCORP Order").

2 As explained in the CILCORP Order, CIGI was formed by AmerenCILCO in November 2001 in order to facilitate the restructuring of AmerenCILCO in accordance with the Illinois Electric Service Customer Choice and Rate Relief Law of 1997 ("Customer Choice Law"). AmerenCILCO intends to transfer substantially all its generating assets to CIGI, at which time CIGI will relinquish its EWG status and become an additional electric utility subsidiary of Ameren.

3 Ameren GenCo was organized in order to facilitate the restructuring of AmerenCIPS in accordance with the Customer Choice Law. In May 2000, Ameren GenCo acquired all of the existing generating assets of AmerenCIPS.

4 Ameren acquired AmerenEnergy Medina Valley (formerly AES Medina Valley Cogen (No. 4, L.L.C.) from AES shortly after completing its acquisition of CILCORP, and subsequently contributed the membership interests in AmerenEnergy Medina Valley to Ameren Energy Resources.

5 See Ameren Corporation, et al., HCAR No. 26841 (Mar. 13, 1998).

6 See Ameren Corporation, et al., HCAR No. 26993 (Mar. 22, 1999).

7 Funds advanced by Ameren to the Utility Money Pool are derived from commercial paper sales and other short-term borrowings by Ameren previously authorized in File No. 9877, as well as surplus funds in the treasury of Ameren.

8 Borrowings by AmerenCIPS under the Utility Money Pool have been approved by the Illinois Commerce Commission ("ICC") and are therefore exempt under rule 52(a). Borrowings by Ameren Services are exempt under rule 52(b).

9 In the CILCORP Acquisition Order, CILCORP, CILCO and CIGI have been authorized to issue short-term and long-term securities and to engage in interest rate hedging transactions through March 31, 2006.

10 Under the CILCORP Order, the Commission reserved jurisdiction over Ameren's retention of certain direct and indirect non-utility subsidiaries and investments of CIM and CVI, and Ameren committed to divest certain investments held by QST within three years of the date of the CILCORP Order.

6 6 For convenience and in order to simplify reporting, all Utility Money Pool activity and all Non-State Regulated Subsidiary Money Pool activity, including transactions that are exempt under Rules 52 and 45(b)(1), will be reported as part of the quarterly rule 24 certificate.

 

http://www.sec.gov/divisions/investment/opur/filing/35-27655.htm


Modified: 08/04/2003