SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U5S ANNUAL REPORT For the Year Ended December 31, 2000 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, 2000 1 ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS 11 ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES 11 ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 11 ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES 12 ITEM 6. OFFICERS AND DIRECTORS Part I. Name, principal business address and positions held as of December 31, 2000 12 Part II. Financial connections as of December 31, 2000 21 Part III.Compensation and other related information 21 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 24 Part III.Employment of any person by any system company for the performance on a continuing basis of management services 24 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 SIGNATURES 28 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2000. Number of Common % of Issuer Owner's Shares Voting Book Book Name of Company Owned Power Value Value Business Type --------------- ----- ----- ----- ----- ------------- Ameren Corporation 3,196,670,835 3,196,670,835 Holding Company Union Electric Co. 102,123,834 2,501,576,484 2,501,576,484 Electric & Gas Utility Envirotech Investment (1) Energy-Related Fund, L.L.C. Electric Energy, Inc. 24,800 8,834,467 3,533,787 Electric Joppa & Eastern Railroad Company(1) 10,000 100,000 100,000 Rail Transport Met-South, Inc.(2) 100 5,000 5,000 Wholesale Marketing Midwest Electric Power, Inc.(3) 1,000 100,000 100,000 Generating Company Southern Materials Transfer, Inc.(4) 10,000 10,000 10,000 Coal Terminal Massac Enterprises, LLC(5) (2) Purchasing Company Union Electric Development Corp. 18,500 (20,734,976) (20,734,976) 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, 2000. (Continued) Number of Common % of Issuer Owner's Shares Voting Book Book Name of Company Owned Power Value Value Business Type --------------- ----- ----- ----- ----- ------------- 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 -2- Number of Common % of Issuer Owner's Shares Voting Book Book Name of Company Owned Power Value Value Business Type --------------- ----- ----- ----- ----- ------------- St. Louis Equity Fund 1999 (8) Community Development St. Louis Equity Fund 2000(6) (8) Community Development St. Louis Equity Fund 2001(7) (8) Community Development Homestead Brookfield Housing (9) Community Development Central Illinois Public Service Company 25,452,373 537,187,535 537,187,535 Electric & Gas Electric Energy, Inc. 12,400 8,834,467 1,766,894 Electric Joppa & Eastern Railroad Company 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 10,000 10,000 Coal Terminal Massac Enterprises, LLC (2) Purchasing Company CIPS Energy, Inc. 100 1,000 1,000 Inactive CIPSCO Investment Company 100 41,636,383 41,636,383 Leasing and Energy- Related Investments Illinois Equity Fund 1992 (10) Investments Illinois Equity Fund 1994 (10) Investments -3- Number of Common % of Issuer Owner's Shares Voting Book Book Name of Company Owned Power Value Value Business Type --------------- ----- ----- ----- ----- ------------- Illinois Equity Fund 1996 (10) Investments Illinois Equity Fund 1998 (10) Investments Illinois Equity Fund 1999 (10) Investments Illinois Equity Fund 2000(8) (10) Investments St. Louis Equity Fund 1999 (10) Investments St. Louis Equity Fund 2001(9) (10) Investments CIPSCO Venture Company 100 962,125 962,125 Civic and Economic Development Effingham Development (11) Investments Building II, LLC Mattoon Enterprise Park LLC (12) Investments MACC, LLC (13) Investments CIPSCO Leasing Company 100 (14) 29,611,421 29,611,421 Leveraged Leases CLC Aircraft Leasing Co. 100 (15) Equipment Leasing CLC Leasing Co. A 100 (16) Equipment Leasing CLC Leasing Co. B 100 (17) Inactive CLC Leasing Co. C 100 (18) Inactive CIPSCO Energy Company 100 5,404,081 5,404,081 Energy-Related Investments Massac Energy LLC(10) (19) Investments -4- Number of Common % of Issuer Owner's Shares Voting Book Book Name of Company Owned Power Value Value Business Type --------------- ----- ----- ----- ----- ------------- CEC-APL-G Co. 100 (19) Equipment Leasing CEC-APL-L Co. 100 (19) Equipment Leasing CEC-PGE L.P. (20) Investments CEC-PGE-G Co. 100 (20) Equipment Leasing CEC-PGE-L Co. 100 (20) Equipment Leasing CEC-PSPL L.P. (21) Investments CEC-PSPL-G Co. 100 (21) Equipment Leasing CEC-PSPL-L Co. 100 (21) Equipment Leasing CEC-MPS L.P. (22) Investments CEC-MPS-G Co. 100 (22) Equipment Leasing CEC-MPS-L Co. 100 (22) Equipment Leasing CEC-ACE L.P. (23) Investments CEC-ACE-G Co. 100 (23) Equipment Leasing CEC-ACE-L Co. 100 (23) Equipment Leasing CEC-ACLP-Co. 100 (24) Investments Ameren Energy, Inc. 1 (7,518,731) (7,518,731) Power Marketing, Energy-Related Ameren Services Co. 1,000 16,231,478 16,231,478 Services to Ameren and its affiliates -5- Number of Common % of Issuer Owner's Shares Voting Book Book Name of Company Owned Power Value Value Business Type --------------- ----- ----- ----- ----- ------------- Ameren Development Company 1,000 (1,353,753) (1,353,753) Holding Company Ameren ERC, Inc. 1,000 (4,515,000) (4,515,000) Energy-Related Missouri Central Railroad(11) 95,000 (7,711,262) (8,117,118) Rail Transport Gateway Energy Systems, L.C. and affiliates (25) Energy-Related Ameren Energy Communications, Inc. 1,000 (12,662,705) (12,662,705) Communications- Related Enporion Inc.(12) (26) E-Commerce Ameren Energy Resources Company 1,000 43,748,529 43,748,529 Holding Company Illinois Materials Supply Co.(13) 1,000 (137,954) (137,954) Purchasing Company Ameren Energy Marketing Co.(14) 1,000 3,058,347 3,058,347 Wholesale and Retail Marketing Ameren Energy Development Co.(15) 1,000 44,036,750 44,036,750 Constructs Generating Facilities Ameren Energy Generating Co.(16) 1,000 43,809,790 43,809,790 Generating Company Ameren Energy Fuels and Services 1,000 (89,542) (89,542) Fuel Purchasing Company(17) -6- ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2000. (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 $1,920,000 as of 12/31/00. 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 $141,546 as of 12/31/00. (4) Lewis and Clark Industrial Development Corporation Capital contribution in civic development as of 12/31/00 of $5,000. (5) Laclede's Landing Redevelopment Corporation Capital contribution in civic development as of 12/31/00 of $10,000. (6) Gateway National Bank Capital contribution in civic development as of 12/31/00 of $49,190. (7) NEMO Bank Community Development Corporation Capital contribution in civic development as of 12/31/00 of $1,000. (8) St. Louis Equity Funds - 1988, 1990, 1991, 1992, 1993, 1994, 1995, 1996, 1997, 1998, 1999, 2000 and 2001. Real estate investment funds, with the Company's total contributions as of 12/31/00 of $6,060,601. Includes purchase of tax credits from Mercantile Community Development Corporation and Federal National Mortgage Association along with a subscription commitment as noted in Footnote 7, Page 10. No established market value. Housing Missouri Funds 1996, 1997 and 1998 have been merged into St. Louis Equity Funds - 1996, 1997 and 1998. (9) Homestead Brookfield Housing Capital contribution for economic development amounting to $1,500 as of 12/31/00. -7- CIPSCO Investment Company ------------------------- (10) Illinois Equity Funds - 1992, 1994, 1996, 1998, 1999 and 2000 Limited Partnerships and St. Louis Equity Funds 1999 LLC and 2001 LLC Various ownership interests of not more than 20% in various limited partnerships. Total commitment to equity funds of $5.0 million. No established market value, book value is $4,276,972. Includes purchase of tax credits from Mercantile Community Development Corporation and subscription commitment for 2001 LLC as noted in Footnote 9, Page 10. CIPSCO Venture Company holdings: -------------------------------- Total equity interest in the investments listed below is $962,125: (11) Effingham Development Building II LLC A 40% equity interest, but not the managing member, in the above named limited liability company. No established market value. (12) Mattoon Enterprise Park, LLC A 20% equity interest, but not the managing member, in the above named limited liability company. No established market value. (13) 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 $29,611,421: (14) 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. (15) A 100% interest in a leveraged lease financing of a commercial aircraft held under the subsidiary name CIPSCO Aircraft Leasing Company. (16) 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. (17) Assets sold in 2000, partnership has no market or book value. (18) CLC Leasing Company C established for future investment opportunities; no current investments. -8- CIPSCO Energy Company --------------------- Total current asset book value of investments listed below is $5,404,081: (19) Massac Energy LLC Restructured CEC-APL, LP into Massac Energy LLC. Turbine assets were sold in 2000. Remaining book value is related to ongoing expenses associated with an arbitration proceeding. (20) CEC-PGE, LP Asset was sold in 1999 and currently the partnership has no market or book value. (21) CEC-PSPL, LP Asset was sold in 2000; partnership has no market or book value. (22) CEC-MPS, LP Asset was sold in 2000; partnership has no market or book value. (23) CEC-ACE, LP Asset was sold in 1999; partnership has no market or book value. (24) 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. No established market value. Ameren ERC, Inc. --------------- (25) Gateway Energy Systems, LLC and affiliates A 49% interest in the above named Limited Liability Company amounting to $2,600,847.98 as of 12/31/00. Ameren Energy Communications, Inc. ---------------------------------- (26) Enporion Inc. Ameren was one of seven founding members of the above named e-commerce company with a $3,000,000 investment as of 12/31/00. -9- FOOTNOTES1 Joppa & Eastern Railroad Company was incorporated April 4, 1990. Serves as rail transporter to power plant facility. 2 Met-South Inc. was incorporated in Illinois on May 28, 1992 as a non-regulated company for the wholesale marketing of fly-ash. 3 Midwest Electric Power Inc. was incorporated in Illinois on August 14, 1998 as a non-regulated generator of electricity for wholesale sales. 4 Southern Materials Transfer, Inc. was incorporated in Illinois on September 28, 1999 as a non-regulated coal terminal. 5 Massac Enterprises, LLC was incorporated on December 29, 1999 as a Limited Liability Company. 6 St. Louis Equity Fund 2000 is the 2000 commitment to the real estate investment fund. 7 St. Louis Equity Fund 2001 is subscription commitment of $1,000,000 to the real estate fund; no money as of 12/31/00 had been paid. 8 Illinois Equity Fund 2000 is the 2000 subscription commitment to the real estate investment fund. 9 St. Louis Equity Fund 2001 is 2000 subscription commitment of $500,000; no money as of 12/31/00 had been paid. 10 Massac Energy LLC formed from the restructuring of former CEC-APL-LP on June 23, 2000. 11 Missouri Central Railroad originally incorporated in Delaware on June 6, 1997. Ameren purchased a 95% interest in 1999. Serves as rail transporter of coal to power plant facilities. 12 Enporion was incorporated in Illinois on August 10, 2000 as an e-commerce business for utilities. 13 Illinois Materials Supply Co. was incorporated in Illinois on 1/20/00 as a non-regulated company to own and operate a retailing operation and serve as a "qualified retailer" under Illinois law for purchasing building materials within "enterprise zones". 14 Ameren Energy Marketing Company was incorporated in Illinois on March 2, 2000 as a non-regulated wholesale and retail marketing company. 15 Ameren Energy Development Company was incorporated in Illinois on March 27, 2000 as a non-regulated company which develops, constructs and leases generating facilities. 16 Ameren Energy Generating Company was incorporated in Illinois on March 2, 2000 as a non-regulated generator of electricity for wholesale sales. 17 Ameren Energy Fuels and Services Company was incorporated in Illinois on September 18, 2000 as a non-regulated company to manage coal, natural gas and fuel oil purchases for the Ameren companies. -10- ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS A. Ameren Corporation - Sale between System companies 1. Reference is made to Item 9, "Wholesale Generators and Foreign Utility Companies" for a description of a transaction to transfer the generating assets and liabilities of System company, Central Illinois Public Service Company, to another System company, AmerenEnergy Generating Company, an exempt wholesale generator. ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES A. Central Illinois Public Service Company - Debt Issuance 1. Entered into a Loan Agreement with the Illinois Development Finance Authority for the issuance of Pollution Control Revenue Refunding Bonds in one series: $51.1 million Series 2000A, variable interest rate, due March 1, 2014. The bonds were issued on March 9, 2000 (exempt under Rule 52). B. Union Electric Company - Debt Issuance 1. Entered into a Loan Agreement with the State Environmental Improvement and Energy Resources Authority of the State of Missouri for the issuance of Environmental Improvement Revenue Refunding Bonds in three series: $63.5 million Series 2000A, $63.0 million Series 2000B and $60.0 million Series 2000C, all variable interest rate, all due March 1, 2035. The bonds were issued on March 9, 2000 (exempt under Rule 52). C. Ameren Energy Generating Company - Debt Issuance 1. Issuance of $225 million unsecured Senior Notes, 7.75% Series A, due November 1, 2005. Issued on November 1, 2000 (exempt under Rule 32). 2. Issuance of $200 million unsecured Senior Notes, 8.35% Series B, due November 1, 2010. Issued on November 1, 2000 (exempt under Rule 32). D. Electric Energy, Inc. - Debt Issuance 1. Issuance of $40 million of indebtedness under an unsecured bank term loan, variable interest rate, due 2004. Issued June 15, 2000 (exempt under Rule 32). E. 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 December 31, 2000 the Reserve amounted to $17,242,846. The highest amount outstanding at any time during the year cannot be readily determined. ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES A. Central Illinois Public Service Company - Debt Retirements 1. On March 15, 2000, this system company retired, with cash, upon maturity its $5 million principal amount of 6.68% Series 97-1 First Mortgage Bonds, Medium-Term Notes (exempt under Rule 52). 2. On April 1, 2000, this system company retired, with cash, upon maturity its $25 million principal amount 6% Series Z First Mortgage Bonds (exempt under Rule 52). -11- 3. On April 24, 2000, this system company terminated a Loan Agreement with the Illinois Development Finance Authority due to the redemption of the associated Pollution Control Revenue Refunding Bonds (7.60% Series 1990A) in the amount of $20 million (exempt under Rule 52). 4. On April 24, 2000, this system company terminated a Loan Agreement with the Illinois Development Finance Authority due to the redemption of the associated Pollution Control Revenue Refunding Bonds (7.60% Series 1990B) in the amount of $32 million (exempt under Rule 52). 5. On September 15, 2000, this system company retired, with cash, upon maturity its $5 million principal amount 6.75% Series 97-1 First Mortgage Bonds, Medium-Term Notes (exempt under Rule 52). B. Union Electric Company - Debt Retirements 1. On April 24, 2000, this system company terminated a Reaffirmation Agreement and a Company Note with the State Environmental Improvement and Energy Resources Authority of the State of Missouri due to the redemption of the associated Unit Priced Demand Adjustable Pollution Control Revenue Bonds (Series 1985A) in the amount of $70 million (exempt under Rule 52). 2. On April 24, 2000, this system company terminated a Reaffirmation Agreement and a Company Note with the State Environmental Improvement and Energy Resources Authority of the State of Missouri due to the redemption of the associated Unit Priced Demand Adjustable Pollution Control Revenue Bonds (Series 1985B) in the amount of $56.5 million (exempt under Rule 52). 3. On May 8, 2000, this system company terminated a Loan Agreement with the State Environmental Improvement and Energy Resources Authority of the State of Missouri and was discharged from liability under certain First Mortgage Bonds due to the redemption of the associated Environmental Improvement Revenue Bonds (Series 1990A) in the amount of $60 million (exempt under Rule 52). ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES None. ITEM 6. OFFICERS AND DIRECTORS - PART l. The positions of officers and director of all system companies as of December 31, 2000 were as follows: NAME AND ADDRESS POSITION AMEREN CORPORATION WARNER L. BAXTER ST. LOUIS, MO VP & C JERRE E. BIRDSONG ST. LOUIS, MO T DONALD E. BRANDT ST. LOUIS, MO SVP WILLIAM E. CORNELIUS ST. LOUIS, MO D CLIFFORD L. GREENWALT SPRINGFIELD, IL D THOMAS A. HAYS ST. LOUIS, MO D RICHARD A. LIDDY ST. LOUIS, MO D GORDON R. LOHMAN CHICAGO, IL D RICHARD A. LUMPKIN MATTOON, IL D 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, P & CEO ROBERT H. QUENON ST. LOUIS, MO D HARVEY SALIGMAN ST. LOUIS, MO D STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S -12- AMEREN CORPORATION (CONTINUED) JANET MCAFEE WEAKLEY ST. LOUIS, MO D JAMES W. WOGSLAND HAYDEN LAKE, ID D UNION ELECTRIC COMPANY RONALD D. AFFOLTER ST. LOUIS, MO VP PAUL A. AGATHEN ST. LOUIS, MO D WARNER L. BAXTER ST. LOUIS, MO VP & C JERRE E. BIRDSONG ST. LOUIS, MO T DONALD E. BRANDT ST. LOUIS, MO D & SVP WILLIAM J. CARR ST. LOUIS, MO VP DANIEL F. COLE ST. LOUIS, MO SVP MICHAEL J. MONTANA ST. LOUIS, MO VP CHARLES W. MUELLER ST. LOUIS, MO D, P & CEO CHARLES D. NASLUND ST. LOUIS, MO VP GARY L. RAINWATER SPRINGFIELD, IL D 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 SVP ELECTRIC ENERGY, INC. JESSON A. BRADSHAW HOUSTON, TX D RICHARD W. EIMER, JR. DECATUR, IL D JAMES M. HELM JOPPA, IL S & T R. ALAN KELLEY ST. LOUIS, MO D & CM WAYNE T. LUCAS LOUISVILLE, KY D CHARLES W. MUELLER ST. LOUIS, MO D CHARLES D. NASLUND ST. LOUIS, MO D ROBERT L. POWERS JOPPA, IL P GARY L. RAINWATER SPRINGFIELD, IL D PAUL W. THOMPSON LOUISVILLE, KY D WILLIAM SHEPPARD JOPPA, IL VP DAVID A. WHITELEY ST. LOUIS, MO D UNION ELECTRIC DEVELOPMENT CORPORATION PAUL A. AGATHEN ST. LOUIS, MO D JERRE E. BIRDSONG ST. LOUIS, MO D, VP & T DONALD E. BRANDT ST. LOUIS, MO D, VP & C CHARLES W. MUELLER ST. LOUIS, MO D, P STEVEN R. SULLIVAN ST. LOUIS, MO D, VP & S ST. LOUIS EQUITY FUND 1988, 1990, 1991, 1992, 1993, 1994, 1995, 1996, 1997, 1998, 1999, 2000, 2001 DONALD E. BRANDT ST. LOUIS, MO CM -13- CENTRAL ILLINOIS PUBLIC SERVICE COMPANY PAUL A. AGATHEN ST. LOUIS, MO D WARNER L. BAXTER ST. LOUIS, MO D & C JERRE E. BIRDSONG ST. LOUIS, MO T DONALD E. BRANDT ST. LOUIS, MO D 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 SPRINGFIELD, IL D, P & CEO STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S THOMAS R. VOSS SPRINGFIELD, IL SVP CIPS ENERGY, INC. GARY L. RAINWATER SPRINGFIELD, IL D & P STEVEN R. SULLIVAN ST. LOUIS, MO D, VP, S & T CIPSCO INVESTMENT COMPANY WARNER L. BAXTER ST. LOUIS, MO C JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T DONALD E. BRANDT ST. LOUIS, MO D LEE R. NICKLOY ST. LOUIS, MO D, VP STEVEN R. SULLIVAN ST. LOUIS, MO S CIPSCO SECURITIES COMPANY WARNER L. BAXTER ST. LOUIS, MO C JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T DONALD E. BRANDT ST. LOUIS, MO D LEE R. NICKLOY ST. LOUIS, MO D, VP STEVEN R. SULLIVAN ST. LOUIS, MO S CIPSCO VENTURE COMPANY WARNER L. BAXTER ST. LOUIS, MO C JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T DONALD E. BRANDT ST. LOUIS, MO D LEE R. NICKLOY ST. LOUIS, MO D, VP STEVEN R. SULLIVAN ST. LOUIS, MO S EFFINGHAM DEVELOPMENT BUILDING II, LLC LEE R. NICKLOY ST. LOUIS, MO D MATTOON ENTERPRISES PARK LLC LEE R. NICKLOY ST. LOUIS, MO D -14- MACC, LLC LEE R. NICKLOY ST. LOUIS, MO D ILLINOIS EQUITY FUND 1992, 1994, 1996, 1998, 1999, 2000 LEE R. NICKLOY ST. LOUIS, MO D CIPSCO LEASING COMPANY WARNER L. BAXTER ST. LOUIS, MO C JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T DONALD E. BRANDT ST. LOUIS, MO D LEE R. NICKLOY ST. LOUIS, MO D, VP STEVEN R. SULLIVAN ST. LOUIS, MO S CLC AIRCRAFT LEASING CO. WARNER L. BAXTER ST. LOUIS, MO C JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T DONALD E. BRANDT ST. LOUIS, MO D LEE R. NICKLOY ST. LOUIS, MO D, VP STEVEN R. SULLIVAN ST. LOUIS, MO S CLC LEASING CO. A WARNER L. BAXTER ST. LOUIS, MO C JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T DONALD E. BRANDT ST. LOUIS, MO D LEE R. NICKLOY ST. LOUIS, MO D, VP STEVEN R. SULLIVAN ST. LOUIS, MO S CLC LEASING CO. B WARNER L. BAXTER ST. LOUIS, MO C JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T DONALD E. BRANDT ST. LOUIS, MO D LEE R. NICKLOY ST. LOUIS, MO D, VP STEVEN R. SULLIVAN ST. LOUIS, MO S CLC LEASING CO. C WARNER L. BAXTER ST. LOUIS, MO C JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T DONALD E. BRANDT ST. LOUIS, MO D LEE R. NICKLOY ST. LOUIS, MO D, VP STEVEN R. SULLIVAN ST. LOUIS, MO S -15- CIPSCO ENERGY COMPANY WARNER L. BAXTER ST. LOUIS, MO C JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T DONALD E. BRANDT ST. LOUIS, MO D LEE R. NICKLOY ST. LOUIS, MO D, VP STEVEN R. SULLIVAN ST. LOUIS, MO S CEC-APL-G CO. WARNER L. BAXTER ST. LOUIS, MO C JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T DONALD E. BRANDT ST. LOUIS, MO D LEE R. NICKLOY ST. LOUIS, MO D, VP STEVEN R. SULLIVAN ST. LOUIS, MO S CEC-APL-L CO. DIANE L. BORTMESS SPRINGFIELD, IL D, T RONALD K. EVANS ST. LOUIS, MO D, S GREGORY L. NELSON ST. LOUIS, MO D, PEO, P CEC-PGE-G CO. WARNER L. BAXTER ST. LOUIS, MO C JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T DONALD E. BRANDT ST. LOUIS, MO D LEE R. NICKLOY ST. LOUIS, MO D, VP STEVEN R. SULLIVAN ST. LOUIS, MO S CEC-PGE-L CO. DIANE L. BORTMESS SPRINGFIELD, IL D, T RONALD K. EVANS ST. LOUIS, MO D, S GREGORY L. NELSON ST. LOUIS, MO D, PEO, P CEC-PSPL-G CO. WARNER L. BAXTER ST. LOUIS, MO C JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T DONALD E. BRANDT ST. LOUIS, MO D LEE R. NICKLOY ST. LOUIS, MO D, VP STEVEN R. SULLIVAN ST. LOUIS, MO S CEC-PSPL-L CO. DIANE L. BORTMESS SPRINGFIELD, IL D, T RONALD K. EVANS ST. LOUIS, MO D, S GREGORY L. NELSON ST. LOUIS, MO D, PEO, P -16- CEC-MPS-G CO. WARNER L. BAXTER ST. LOUIS, MO C JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T DONALD E. BRANDT ST. LOUIS, MO D LEE R. NICKLOY ST. LOUIS, MO D, VP STEVEN R. SULLIVAN ST. LOUIS, MO S CEC-MPS-L CO. DIANE L. BORTMESS SPRINGFIELD, IL D, T RONALD K. EVANS ST. LOUIS, MO D, S GREGORY L. NELSON ST. LOUIS, MO D, PEO, P CEC-ACE-G CO. WARNER L. BAXTER ST. LOUIS, MO C JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T DONALD E. BRANDT ST. LOUIS, MO D LEE R. NICKLOY ST. LOUIS, MO D, VP STEVEN R. SULLIVAN ST. LOUIS, MO S CEC-ACE-L CO. DIANE L. BORTMESS SPRINGFIELD, IL D, T RONALD K. EVANS ST. LOUIS, MO D, S GREGORY L. NELSON ST. LOUIS, MO D, PEO, P CEC-ACLP- CO. WARNER L. BAXTER ST. LOUIS, MO C JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T DONALD E. BRANDT ST. LOUIS, MO D LEE R. NICKLOY ST. LOUIS, MO D, VP STEVEN R. SULLIVAN ST. LOUIS, MO S AMEREN ENERGY, INC. PAUL A. AGATHEN ST. LOUIS, MO D DONALD E. BRANDT ST. LOUIS, MO D JERRE E. BIRDSONG ST. LOUIS, MO T DANIEL F. COLE ST. LOUIS, MO D BAXTER A. GILLETTE ST. LOUIS, MO VP CLARENCE J. HOPF ST. LOUIS, MO VP CHARLES W. MUELLER ST. LOUIS, MO D GARY L. RAINWATER SPRINGFIELD, IL D BRIAN RETTENMAIER ST. LOUIS, MO C STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S JAMES F. WHITESIDES ST. LOUIS, MO PEO, P -17- AMEREN SERVICES CO. PAUL A. AGATHEN ST. LOUIS, MO D & SVP WARNER L. BAXTER ST. LOUIS, MO D, VP & C JERRE E. BIRDSONG ST. LOUIS, MO T DONALD E. BRANDT ST. LOUIS, MO D, SVP 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 JEAN M. HANNIS ST. LOUIS, MO VP MICHAEL J. MONTANA ST. LOUIS, MO VP CHARLES W. MUELLER ST. LOUIS, MO D, P & CEO MICHAEL G. MUELLER (1) ST. LOUIS,MO VP CRAIG D. NELSON ST. LOUIS, MO VP GREGORY L. NELSON ST. LOUIS, MO VP GARY L. RAINWATER SPRINGFIELD, IL D J. KAY SMITH ST. LOUIS, MO VP STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S DAVID A. WHITELEY (2) ST. LOUIS, MO VP SAMUEL E. WILLIS ST. LOUIS, MO VP THOMAS R. VOSS ST. LOUIS, MO SVP RONALD C. ZDELLAR ST. LOUIS, MO VP (1) Mr. Mueller was elected on September 18, 2000. (2) Mr. Whiteley was elected on January 1, 2000. AMEREN DEVELOPMENT COMPANY PAUL A. AGATHEN ST. LOUIS, MO D, SVP JERRE E. BIRDSONG ST. LOUIS, MO T DONALD E. BRANDT ST. LOUIS, MO D, SVP DANIEL F. COLE ST. LOUIS, MO D CHARLES W. MUELLER ST. LOUIS, MO D, P GARY L. RAINWATER ST. LOUIS, MO D, SVP STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S AMEREN ERC, INC. PAUL A. AGATHEN ST. LOUIS, MO D, SVP JERRE E. BIRDSONG ST. LOUIS, MO T DONALD E. BRANDT ST. LOUIS, MO D, SVP DANIEL F. COLE ST. LOUIS, MO D, P MICHAEL G. MUELLER (1) ST. LOUIS, MO VP GARY L. RAINWATER SPRINGFIELD, IL D STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S (1) Mr. Mueller was elected on September 18, 2000. GATEWAY ENERGY SYSTEMS, L.C. AND AFFILIATES DONALD E. BRANDT ST. LOUIS, MO D -18- AMEREN ENERGY COMMUNICATIONS, INC. PAUL A. AGATHEN ST. LOUIS, MO D JERRE E. BIRDSONG ST. LOUIS, MO T DONALD E. BRANDT ST. LOUIS, MO D DANIEL F. COLE ST. LOUIS, MO D, P GARY L. RAINWATER SPRINGFIELD, IL D STEVEN R. SULLIVAN ST. LOUIS, MO S AMEREN ENERGY RESOURCES COMPANY PAUL A. AGATHEN ST. LOUIS, MO D DONALD E. BRANDT ST. LOUIS, MO D JERRE E. BIRDSONG ST. LOUIS, MO T DANIEL F. COLE ST. LOUIS, MO D R. ALAN KELLEY (1) ST. LOUIS, MO VP CHARLES W. MUELLER ST. LOUIS, MO D GARY L. RAINWATER SPRINGFIELD, IL D, P STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S (1) Mr. Kelley was elected on November 13, 2000. MISSOURI CENTRAL RAILROAD PAUL A. AGATHEN ST. LOUIS, MO D JERRE E. BIRDSONG ST. LOUIS, MO D LOWELL S. JACOBSON HAYDEN, AZ D R. ALAN KELLEY ST. LOUIS, MO D JOHN F. LARKIN OMAHA, NE D MICHAEL G. MUELLER ST. LOUIS, MO D ROBERT K. NEFF ST. LOUIS, MO P STEVEN R. SULLIVAN ST. LOUIS, MO D, GC & S ILLINOIS MATERIALS SUPPLY CO. PAUL AGATHEN ST. LOUIS, MO D JERRE E. BIRDSONG ST. LOUIS, MO T DONALD E. BRANDT ST. LOUIS, MO D DANIEL F. COLE ST. LOUIS, MO D R. ALAN KELLEY ST. LOUIS, MO VP GREGORY L. NELSON ST. LOUIS, MO VP MICHAEL J. MONTANA ST. LOUIS, MO VP GARY L. RAINWATER SPRINGFIELD, IL D, P STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S DAVID A. WHITELEY ST. LOUIS, MO VP AMEREN ENERGY MARKETING COMPANY PAUL A. AGATHEN ST. LOUIS, MO D JERRE E. BIRDSONG ST. LOUIS, MO T DONALD E. BRANDT ST. LOUIS, MO D DANIEL F. COLE ST. LOUIS, MO D GARY L. RAINWATER SPRINGFIELD, IL D ANDREW M. SERRI ST. LOUIS, MO VP -19- AMEREN ENERGY MARKETING COMPANY (CONTINUED) STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S JAMES F. WHITESIDES ST. LOUIS, MO P AMEREN ENERGY DEVELOPMENT COMPANY PAUL A. AGATHEN ST. LOUIS, MO D JERRE E. BIRDSONG ST. LOUIS, MO T R. ALAN KELLEY ST. LOUIS, MO VP GARY L. RAINWATER SPRINGFIELD, IL D, P JERRY L. SIMPSON SPRINGFIELD, IL VP STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S JAMES F. WHITESIDES ST. LOUIS, MO VP AMEREN ENERGY GENERATING COMPANY PAUL A. AGATHEN ST. LOUIS, MO D JERRE E. BIRDSONG ST. LOUIS, MO T WARNER L. BAXTER ST. LOUIS, MO VP, C DONALD E. BRANDT ST. LOUIS, MO D DANIEL F. COLE ST. LOUIS, MO D R. ALAN KELLEY ST. LOUIS, MO SVP MICHAEL J. MONTANA ST. LOUIS, MO VP ROBERT L. POWERS ST. LOUIS, MO VP GARY L. RAINWATER SPRINGFIELD, IL D, P JERRY L. SIMPSON SPRINGFIELD, IL VP STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S AMEREN ENERGY FUELS AND SERVICES COMPANY PAUL A. AGATHEN ST. LOUIS, MO D WARNER L. BAXTER ST. LOUIS, MO VP & C JERRE E. BIRDSONG ST. LOUIS, MO T DONALD E. BRANDT ST. LOUIS, MO D DANIEL F. COLE ST. LOUIS, MO D MICHAEL G. MUELLER ST. LOUIS, MO VP GARY L. RAINWATER SPRINGFIELD, IL D, P STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S JOPPA & EASTERN RAILROAD COMPANY T.RICHARD MARGER CARBONDALE, IL P JOHN S. RENDLEMAN CARBONDALE, IL S MET-SOUTH, INC. T.RICHARD MAGER CARBONDALE, IL P JOHN S. RENDLEMAN CARBONDALE, IL VP,S JAMES M. HELM JOPPA, IL T -20- MIDWEST ELECTRIC POWER, INC. T.RICHARD MAGER CARBONDALE, IL P JOHN S. RENDLEMAN CARBONDALE, IL S,T SOUTHERN MATERIALS TRANSFER, INC. T.RICHARD MAGER CARBONDALE, IL P JEFF BERKBIGLER CARBONDALE, IL S JAMES M. HELM JOPPA, IL T NOTE: Positions are indicated above by the following symbols: C -- Controller CEO -- Chief Executive Officer CM -- Chairman D -- Director GC -- General Counsel 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, 2000, 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 2001 definitive proxy statement, a copy of which is included as Exhibit A.4 to this Form U5S. -21- (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" and "Executive Compensation" in Ameren Corporation's 2001 definitive proxy statement, a copy of which is included as Exhibit A.4 to this Form U5S. (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. 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 laws 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 $26,546.41. 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 $26,546.41 matching contribution to the AmerenUE PAC was made and reported in accordance with Missouri law. 2. Citizens Groups --------------- Citizens for Missouri Children - $5000 This was a contribution for a public education activity to raise awareness that would make a difference in childrens's lives. Account: MAJ-426, Min-001 -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 2000 Compensation Nature of Transactions Company Performing Service Company Receiving Service (4) (1) (2) (3) (in thousands) Coal Sales AmerenUE AmerenERC, Inc. $638,666 Energy Trading AmerenEnergy, Inc. AmerenUE 229,408 Materials and Supplies Illinois Materials Supply Co. AmerenCIPS 459,983 Materials and Supplies Illinois Materials Supply Co. AmerenUE 150,934 Misc. Services AmerenCIPS AmerenEnergy Communications, Inc. 7,395 Misc. Services AmerenCIPS AmerenEnergy Marketing Company 469,879 Misc. Services AmerenCIPS AmerenEnergy Resources Company 319,108 Misc. Services AmerenCIPS AmerenEnergy, Inc. 32,667 Misc. Services AmerenCIPS AmerenUE 467,452 Misc. Services AmerenCIPS CIPSCO Investment 2,024 Misc. Services AmerenCIPS Illinois Materials Supply Co. 5,978 Misc. Services AmerenEnergy Communications, Inc. AmerenCIPS 12,098 Misc. Services AmerenEnergy Marketing Company AmerenEnergy Communications, Inc. 1,643 Misc. Services AmerenEnergy Marketing Company AmerenEnergy, Inc. 43,963 Misc. Services AmerenEnergy Resources Company Illinois Materials Supply Co. 4,225 Misc. Services AmerenEnergy, Inc. Ameren Corporation 1,482 Misc. Services AmerenEnergy, Inc. AmerenEnergy Marketing Company 537,402 Misc. Services AmerenUE Ameren Corporation 2,424 Misc. Services AmerenUE AmerenCIPS 1,894,191 Misc. Services AmerenUE AmerenEnergy Communications, Inc. 8,681 Misc. Services AmerenUE AmerenEnergy Fuels & Services 15,843 Misc. Services AmerenUE AmerenEnergy, Inc. 112,904 Misc. Services AmerenUE AmerenEnergy Marketing Company 552,983 Misc. Services AmerenUE AmerenEnergy Resources Company 69,933 Misc. Services AmerenUE AmerenERC, Inc. 24,921 Misc. Services AmerenUE Illinois Materials Supply Co. 2,705 Misc. Services AmerenUE Union Electric Development Co. 9,110 Transmission Services AmerenCIPS AmerenEnergy Marketing Company 818,620 Transmission Services AmerenUE AmerenEnergy Marketing Company 1,108,022 -23- Part II. The System companies had no contracts to purchase services or goods during 2000 from any affiliated (other than a System company) or from a company, in which any officer or director of the receiving company is a partner or owns 5 percent of more of any class of equity securities. Part III. The System company does not employ any other person for the performance on a continuing basis of management, supervisory or financial advisory services. 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 and on Form SE. NOTES TO FINANCIAL STATEMENTS Ameren Corporation Reference is made to "Notes to Consolidated Financial Statements" contained on pages 30 through 45 in the Ameren 2000 Annual Report to Shareholders, which information is incorporated by reference. Union Electric Company Reference is made to "Notes to Financial Statements" contained on pages 23 through 38 in the Union Electric Company 2000 Annual Report, which information is incorporated by reference. Central Illinois Public Reference is made to "Notes to Financial Service Company Statements" contained on pages 22 through 35 in the Central Illinois Public Service Company 2000 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 2000 Annual Report on Form 10-K for Ameren Corporation. (File No. 001-14756) A.2 2000 Annual Report on Form 10-K for Central Illinois Public Service Company. (File No. 001-03672) A.3 2000 Annual Report on Form 10-K for Union Electric Company. (File No. 001-02967) A.4 2001 Proxy Statement of Ameren Corporation. (File No. 001-14756) A.5 2001 Proxy Statement of Central Illinois Public Service Company. (File No. 001-03672) A.6 2001 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 *B.1 Missouri Central Railroad Company (filed herewith on Form SE) *B.2 Enporion, Inc. (filed herewith on Form SE) *B.3 Illinois Materials Supply Co. (filed herewith on Form SE) *B.4 Ameren Energy Marketing Company (filed herewith on Form SE) *B.5 Ameren Energy Development Company (filed herewith on Form SE) *B.6 Ameren Energy Generating Company (filed herewith on Form SE) *B.7 Ameren Energy Fuels and Services Company (filed herewith on Form SE) C. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES C.1 Union Electric Company *C1.1 Trust Indenture - Environmental Improvement Revenue Refunding Bonds, Series 2000A, 2000B and 2000C (filed herewith on Form SE) *C1.2 Loan Agreement - Environmental Improvement Revenue Refunding Bonds, Series 2000A, 2000B and 2000C (filed herewith on Form SE) C.2 Central Illinois Public Service Company *C2.1 Trust Indenture - Pollution Control Revenue Refunding Bonds, Series 2000A (filed herewith on Form SE) *C2.2 Loan Agreement - Pollution Control Revenue Refunding Bonds, Series 2000A (filed herewith on Form SE) -25- C.3 Ameren Energy Generating Company C3.1 Indenture - Senior Notes (File No. 333-56594, Exhibit 4.1). C3.2 First Supplemental Indenture - 7.75% Senior Notes, Series A due 2005 and 8.35% Senior Notes, Series B due 2010 (File No. 333-56594, Exhibit 4.2). C3.3 Registration Rights Agreement - 7.75% Senior Notes, Series A due 2005 and 8.35% Senior Notes, Series B due 2010 (File No. 333-56594, Exhibit 4.5). *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 and on Form SE) 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 and on Form SE) -26- Summary of Utility Plant and Accumulated Provisions for Depreciation, Amortization and Depletion (Electric & Gas) Electric Plant in Service Gas Plant in Service 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 *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) 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 S-4, filed under the Securities and Exchange Act of 1933) *H.2 Audited Consolidated Financial Statements for Electric Energy, Inc. and Subsidiaries (filed confidentially and on Form SE) *H.3 Unaudited Consolidated Financial Statements for AmerenEnergy Development Company (filed confidentially and on Form SE) *H.4 Unaudited Financial Statements for Midwest Electric Power, Inc. (filed confidentially and on Form SE) -27- SIGNATURE Ameren Corporation, a registered holding company, has duly caused this annual report for the year ended December 31, 2000 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/ Steven R. Sullivan --------------------------------------- Steven R. Sullivan Vice President, General Counsel and Secretary April 30, 2001 -28- Exibit D AMEREN CORPORATION AND ITS AFFILIATED CORPORATIONS TAX ALLOCATION AGREEMENT This agreement is made as of ______________, 2000 by and among Ameren Corporation, a registered public utility holding company, and its affiliated corporations, as identified in Exhibit A hereto (collectively, the "Group"; individually, "member of the Group"). WHEREAS, the members of the Group are affiliated corporations within the meaning of section 1504 of the Internal Revenue Code of 1986, as amended, and will join in the annual filing of a consolidated federal income tax return; WHEREAS, the members of the Group intend to allocate the consolidated income tax liabilities and benefits to each member of the Group in a fair and equitable manner; and WHEREAS, the members of the Group intend to allocate the liabilities and benefits arising from the Group's annual consolidated income tax returns in compliance with Title 17, section 250.45(c) of the Code of Federal Regulations, section 1552(a)(1) of the Internal Revenue Code and Title 26, section 1.1502-33(d)(2) of the Code of Federal Regulations; IT IS THEREFORE AGREED, as follows: Section 1. Definitions For purposes of this agreement, the following definitions shall apply: (a) "Consolidated tax" shall mean the Group's aggregate tax liability for a taxable year as shown on the consolidated federal income tax return. (b) "Consolidated refund" shall mean the Group's refund for a taxable year as shown on the consolidated federal income tax return. (c) "Corporate taxable income" or "corporate taxable loss" shall mean the income or loss of a member of the Group for a taxable year, computed as though the member had filed a separate federal income tax return on the same basis as used in the consolidated return, except that: (1) Dividend income from other members of the Group shall be disregarded, and (2) Intercompany transactions that are eliminated in the consolidated return shall be given appropriate treatment. -1- (d) "Separate return tax" shall mean the federal income tax liability or federal income tax refund, computed with respect to the corporate taxable income or loss of a member of the Group as though the member were not a member of the Group. If the separate return tax is a liability, it shall be referred to as a "positive separate return tax." If the separate return tax is a refund, it shall be referred to as a "negative separate return tax." (e) A "positive" allocation shall be the obligation to make a payment to the Group. A "negative" allocation shall be the right to receive a payment from the Group. Section 2. General Allocation Method Each taxable year, the members of the Group shall allocate the consolidated tax or consolidated refund in accordance with the following procedures: (a) A member, to include Ameren Corporation, that would have a positive separate return tax shall receive a positive allocation in an amount equal to such positive separate return tax. (b) A member, other than Ameren Corporation, that would have a negative separate return tax shall receive a negative allocation in an amount equal to such negative separate return tax. (c) If Ameren Corporation would have a negative separate return tax, then each member having positive separate return tax shall receive a negative allocation in an amount equal to such negative separate return tax multiplied by the member's share of the sum of the positive separate return tax. Section 3. Special Allocation Rules (a) Alternative Minimum Tax. In any year in which alternative minimum tax (AMT) is payable by the Group, the consolidated tax shall be separated into two parts: regular tax and AMT. (1) Regular tax shall be allocated in accordance with the general allocation method set forth in section 2, above. (2) AMT will be allocated to each member of the Group based on the proportion of: (A) the excess of its separate company tentative minimum tax over its separate company regular tax liability, to (B) the aggregate of the excesses of such companies' tentative minimum tax amounts over their regular tax liability amounts. -2- (3) Each member whose regular tax liability exceeds its tentative minimum tax on a separate company basis shall be excluded from this calculation and shall not be impacted by the Group's AMT liability. (4) The minimum tax credit shall be allocated to the members of the Group to which the associated AMT was allocated, in proportion to the associated AMT allocated to such members. (b) Investment Tax Credits; Other Tax Benefits and Material Items Taxed at Different Rates. Any investment tax credits, other tax benefits and material items taxed at rates other than the rate applicable to corporate taxable income shall be allocated directly to the members of the Group giving rise to them. Section 4. Maximum Allocation The tax allocated to any member shall not exceed the separate return tax of such member. Section 5. Payments Each member of the Group is responsible for its own tax liability. Payment of such liability shall be made in accordance with the following procedure: (a) A member of the Group with a net positive allocation shall pay Ameren Corporation the net amount allocated. (b) A member of the Group with a net negative allocation shall receive payment from Ameren Corporation in the amount of the net negative allocation. (c) Ameren Corporation shall pay to the Internal Revenue Service the Group's net current federal income tax liability from the net of the receipts and payments to and from members of the Group. (d) Ameren Corporation shall make any calculations on behalf of the members of the Group necessary to comply with the estimated tax provisions of IRC section 6655. Based on such calculations, Ameren Corporation shall charge the members appropriate amounts at intervals consistent with the dates in that section. (e) If the Group has a consolidated net operating loss ("NOL") for a taxable year (the "loss year") and the NOL cannot be used in full by being carried back to a prior taxable year, the unused portion of the NOL shall be allocated (as negative allocations) to the members of the Group having negative allocations for the loss year in proportion to the relative magnitude of such negative allocations for the loss year. Each such member shall carry negative allocation from the loss year -3- forward to the following taxable year and combine it with its allocation for such following taxable year. (f) A member shall make any payment required by this section within 60 days after receiving notice of such payment from Ameren Corporation. Alternatively, in the case of any second tier subsidiary (any company that is wholly-owned by Union Electric Company, Central Illinois Public Service Company, or CIPSCO Investment Company), the parent of such second-tier subsidiary may make the payment required by the preceding sentence for itself and all of its second-tier subsidiaries within the 60-day period, with the second-tier subsidiaries to compensate such parent within a reasonable time thereafter. Section 6. Adjustments to Tax Liability Shown on Returns (a) In the event that the consolidated tax or consolidated refund is subsequently adjusted by the Internal Revenue Service or by a court decision, the consolidated tax, consolidated refund and separate return tax shall be adjusted accordingly consistent with the methodology set forth previously in this agreement. Any prior payments among the members of the Group shall be adjusted to conform to the change. (b) If any interest is paid or received as a result of an adjustment to consolidated tax or consolidated refund, it will be allocated to the parties in the proportion that each member's change in separate tax in each affected year bears to the change in consolidated tax or consolidated refund. (c) Any penalty shall be paid by the member of the Group that is responsible for the penalty. If the party at fault cannot be determined, the penalty shall be allocated in the same manner as if it were additional tax. Section 7. State Income Taxes (a) Any state income tax liability (including liability for interest or penalties) associated with the filing of a separate state income tax return by a member of the Group shall be allocated to and paid directly by such member. (b) Any state income tax liability (including liability for interest or penalties) associated with the filing of a consolidated, unitary, or combined state return shall be allocated to the members of the Group participating in the returns following the procedures set forth above for federal income tax liabilities. (c) Because certain states utilize a unitary method, the Group's aggregate income tax liability to a state may exceed the sum of the members' separate return income tax liabilities to the state. If this occurs, the excess of the Group's aggregate liability to such state over the sum of the members' separate return liabilities for such state shall be allocated to the member or members whose operations caused the Group to be taxed by the state, following the procedures -4- set forth above for federal income tax liabilities. Conversely, the sum of the members' separate return liabilities may exceed the Group's aggregate liability to a state. Notwithstanding section 4 of this agreement, if this occurs, the excess of the sum of the members' separate return liabilities for such state over the Group's aggregate liability to such state shall be allocated to the member or members whose operations caused the excess, following the procedures set forth above for federal income tax liabilities. Section 8. New Affiliates The members of the Group will cause any corporation which becomes an affiliated corporation within the meaning of IRC section 1504 to join in this agreement. Section 9. Amendment This agreement may be amended from time to time as the result of changes in federal or state law or relevant facts and circumstances. Section 10. Cooperation of Members Each member shall execute and file such consent, elections and other documents that may be required or appropriate for the proper filing of consolidated income tax returns and for the allocations provided by this agreement. * * * * * * * * The above procedures for allocating the consolidated income tax liability of the Group have been agreed to by each of the below listed members of the Group, as evidenced by the signature of an officer of each member. Ameren Corporation by: ________________________________ Ameren Development Company by: ________________________________ Ameren ERC, Inc. by: ________________________________ Ameren Energy Communications, Inc. by: ________________________________ Ameren Energy Development Company by: ________________________________ -5- Ameren Energy Fuels and Services Company by: ________________________________ Ameren Energy Generating Company by: ________________________________ Ameren Energy, Inc. by: ________________________________ Ameren Energy Marketing Company by: ________________________________ Ameren Energy Resources Company by: ________________________________ Ameren Services Company by: ________________________________ Central Illinois Public Service Company by: ________________________________ CIPSCO Investment Company by: ________________________________ CIPS Energy, Inc. by: ________________________________ Illinois Materials Supply Co. by: ________________________________ Illinois Steam, Inc. by: ________________________________ Missouri Central Railroad Company by: _______________________________ Union Electric Company by: ________________________________ Union Electric Development Corporation by: ________________________________ -6- EXHIBIT A Ameren Corporation Ameren Development Company Ameren ERC, Inc. Ameren Energy Communications, Inc. Ameren Energy Development Company Ameren Energy Fuels and Services Company Ameren Energy Generating Company Ameren Energy, Inc. Ameren Energy Marketing Company Ameren Energy Resources Company Ameren Services Company Central Illinois Public Service Company CIPSCO Investment Company CIPS Energy Inc. Illinois Materials Supply Co. Illinois Steam, Inc. Missouri Central Railroad Company Union Electric Company Union Electric Development Corporation