<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 1999
Filed pursuant to the Public Utility Holding Company Act of 1935 by
AMEREN CORPORATION
1901 Chouteau Avenue, St. Louis, Missouri 63103
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<TABLE>
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TABLE OF CONTENTS
Page
<S> <C>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1998 1
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS 10
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES 10
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 10
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES 10
ITEM 6. OFFICERS AND DIRECTORS
Part I. Name, principal business address and positions held as of December 31, 1999 10
Part II. Financial connections as of December 31, 1999 19
Part III. Compensation and other related information 20
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS 20
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Intercompany sales and service 20
Part II. Contracts to purchase services or goods between any system company 20
and affiliate
Part III. Employment of any person by any system company for the performance 20
on a continuing basis of management services
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 21
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Index to Financial Statements 21
Financial Statement Appendix B
Exhibits 22
SIGNATURES 24
</TABLE>
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ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1999.
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<CAPTION>
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- ----- ----- ----- ----- -------------
<S> <C> <C> <C> <C>
Ameren Corporation 3,089,545,688 3,089,545,688 Holding Company
Union Electric Co. 102,123,834 2,433,682,282 2,433,682,282 Electric & Gas Utility
Envirotech Investment (1) Energy-Related
Fund, L.L.C.
Electric Energy, Inc. 24,800 8,834,469 3,533,787 Electric
Union Electric Development Corp. 18,500 (18,834,958) (18,834,958) Community Develop-
ment & Energy-Related
Investments
Civic Ventures (2) Community
Investment Fund, LP Development
Lewis & Clark Industrial (3) Community
Development Corporation Development
Laclede's Landing (4) Community
Redevelopment Corp. Development
Gateway National Bank (5) Community
Development
NEMO Bank Community (6) Community
Development Corporation Development
St. Louis Equity Fund 1988 (7) Community
Development
St. Louis Equity Fund 1990 (7) Community
Development
-1-
<PAGE>
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- ----- ----- ----- ----- -------------
St. Louis Equity Fund 1991 (7) Community
Development
St. Louis Equity Fund 1992 (7) Community
Development
St. Louis Equity Fund 1993 (7) Community
Development
St. Louis Equity Fund 1994 (7) Community
Development
St. Louis Equity Fund 1995 (7) Community
Development
St. Louis Equity Fund 1996 (7) Community
Development
St. Louis Equity Fund 1997 (7) Community
Development
St. Louis Equity Fund 1998 (7) Community
Development
St. Louis Equity Fund 1999 #1 (7) Community
Development
Housing Missouri, Inc.
Community
Development
Housing Missouri 1996 (8) Community
Development
Housing Missouri 1997 (8) Community
Development
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Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- ----- ----- ----- ----- -------------
Housing Missouri 1998 (8) Community
Development
Homestead Brookfield Housing (9) Community
Development
Central Illinois Public Service Company 25,452,373 534,378,323 534,378,323 Electric & Gas
Electric Energy, Inc. 12,400 8,834,469 1,766,894 Electric
*CIPS Energy, Inc. 100 1,000 1,000 Inactive
CIPSCO Investment Company 100 11,044,488 11,044,488 Leasing and Energy-
Related Investments
CIPSCO Venture Company 100 4,425,128 4,425,128 Civic and Economic
Development
Effingham Development (10) Investments
Building II, LLC
Mattoon Enterprise Park LLC (11) Investments
MACC, LLC (12) Investments
Illinois Equity Fund 1992 (13) Investments
Illinois Equity Fund 1994 (13) Investments
Illinois Equity Fund 1996 (13) Investments
Illinois Equity Fund 1998 (13) Investments
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Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- ----- ----- ----- ----- -------------
Illinois Equity Fund 1999 #2 (13) Investments
St. Louis Equity Fund 1999 #1 (13) Investments
CIPSCO Leasing Company 100 (14) 35,202,658 35,202,658 Leveraged Leases
CLC Aircraft Leasing Co. 100 (15) Equipment Leasing
CLC Leasing Co. A 100 (16) Equipment Leasing
CLC Leasing Co. B 100 (17) Equipment Leasing
CLC Leasing Co. C 100 (18) Inactive
CIPSCO Energy Company 100 26,491,934 26,491,934 Energy-Related
Investments
CEC-APL L.P. (19) Investments
CEC-APL-G Co. 100 (19) quipment Leasing
CEC-APL-L Co. 100 (19) quipment 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
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Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- ----- ----- ----- ----- -------------
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 (6,794,425) (6,794,425) Power & Gas
Marketing,
Energy-Related
Ameren Services Co. 1,000 16,231,478 16,231,478 Services to Ameren
and its affiliates
Ameren Development Company 1,000 (1,353,753) (1,353,753) Holding Company
Ameren ERC, Inc. 1,000 (1,353,651) (1,353,651) Energy-Related
Gateway Energy Systems, L.C.
and affiliates (25) Energy-Related
Ameren Energy Communications, Inc. 1,000 (8,530,923) (8,530,923) Communications-
Related
CellNet Data Systems 536,193 761,394 761,394 Wireless Data
Communication
Ameren Energy Resources Company #3 1,000 (202,679) (202,679) Holding Company
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<PAGE>
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 12/31/99.
Union Electric Development Corporation
(2) Civic Ventures Investment Fund, LP
Investment fund to promote growth and development of small and
minority business enterprises with Company contributions amounting to
$178,200 as of 12/31/99.
(3) Lewis and Clark Industrial Development Corporation
Capital contribution in civic development as of 12/31/99 of $5,000.
(4) Laclede's Landing Redevelopment Corporation
Capital contribution in civic development as of 12/31/99 of $10,000.
(5) Gateway National Bank
Capital contribution in civic development as of 12/31/99 of $60,000.
(6) NEMO Bank Community Development Corporation
Capital contribution in civic development as of 12/31/99 of $1,000.
(7) St. Louis Equity Funds - 1988, 1990, 1991, 1992, 1993, 1994, 1995, 1996,
1997, 1998 and 1999.
Real estate investment funds, with the Company's total contributions
as of 12/31/99 of $6,259,120.41. Includes purchase of tax credits
from Mercantile Community Development Corporation and Federal
National Mortgage Association. No established market value.
(8) Housing Missouri Funds - 1996, 1997 and 1998
Real estate investment funds with the Company's total contributions
as of 12/31/99 of $273,402.63. No established market value.
(9) Homestead Brookfield Housing
Capital contribution for economic development amounting to $1,500 as
of 12/31/99.
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CIPSCO Venture Company holdings:
Total equity interest in the investments listed below, except for the Equity
Funds as provided separately below, is $924,867:
(10) 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.
(11) Mattoon Enterprise Park, LLC
A 20% equity interest, but not the managing member, in the above
named limited liability company. No established market value.
(12) MACC, LLC
A 33.33% interest, but not the managing member, in the above named
limited liability company. No established market value.
(13) Illinois Equity Funds - 1992, 1994, 1996, 1998 and 1999 Limited
Partnerships and St. Louis Equity Fund 1999 LLC Various ownership
interests of not more than 10% in various limited partnerships. Total
commitment to all limited partnerships of $4.0 million. No
established market value, book value is $3,500,261. Includes purchase
of tax credits from Mercantile Community Development Corporation.
CIPSCO Leasing Company
Total current asset book value of investments listed below is $35,285,741:
(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) A 100% interest in a leveraged lease financing of certain commercial
properties held under the subsidiary name CLC Leasing Company B.
(18) CLC Leasing Company C established for future investment opportunities; no
current investments.
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<PAGE>
CIPSCO Energy Company
Total current asset book value of investments listed below is $26,491,934:
(19) CEC-APL, LP
A 51% limited partnership interest in the above named Limited
Partnership. 1% and 50% of this investment are held in CEC-APL-G
Company and CEC-APL-L Company, respectively - both subsidiaries of
CIPSCO Energy Company. No established market value.
(20) CEC-PGE, LP
Asset was sold in 1999 and currently the partnership has no market or
book value.
(21) CEC-PSPL, LP
A 51% limited partnership interest in the above named Limited
Partnership. 1% and 50% of this investment are held in CEC-PSPL-G
Company and CEC-PSPL-L Company, respectively - both subsidiaries of
CIPSCO Energy Company. No established market value.
(22) CEC-MPS, LP
A 100% limited partnership interest in the above named Limited
Partnership. 1% and 99% of this investment are held in CEC-MPS-G and
CEC-MPS-L Company, respectively - both subsidiaries of CIPSCO Energy
Company. No established market value.
(23) CEC-ACE, LP
A 100% limited partnership interest in the above named Limited
Partnership. 1% and 99% of this investment are held in CEC-ACE-G
Company and CEC-ACE-L Company, respectively, - both subsidiaries of
CIPSCO Energy Company. No established market 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 12/31/99.
-8-
<PAGE>
FOOTNOTES
#1 St. Louis Equity Fund 1999 is the 1999 commitment to the real estate
investment fund.
#2 Illinois Equity Fund 1999 is the 1999 commitment to the real estate
investment fund.
#3 Ameren Energy Resources Company was incorporated in Illinois on September
3, 1999 as a nonregulated Illinois holding company for an Illinois
nonregulated subsidiary and its marketing affiliate.
</TABLE>
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<PAGE>
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
No sales that require reporting.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
A. Ameren Corporation - Guarantees
1. The registrant and its utility affiliates are self-insured for
Worker's Compensation Insurance and the Parent (Ameren Corporation)
guarantees the payment of outstanding claims of subsidiaries (the
"Reserve"). At 12/31/99 the Reserve amounted to $3,985,281. The
highest amount outstanding at any time during the year cannot be
readily determined.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
A. Union Electric Company - Debt Retirements
1. On October 15, 1999, this system company retired, with cash, upon
maturity its $100 million principal amount 6.75% First Mortgage Bonds.
B. Central Illinois Public Serice Company - Debt Retirements
1. On January 22, 1999, this system company redeemed prior to maturity
its $33 million principal amount 8.50% First Mortgage Bonds Seriew W.
2. On March 15, 1999, this system company retired, with cash, upon
maturity its $5 million principal amount 6.52% First Mortgage Bonds,
Medium-Term Note Series 1997-1.
3. On May 15, 1999, this system company retired, with cash, upon maturity
its $50 million principal amount 7-1/8% First Mortgage Bonds Series W.
4. On September 15, 1999, this system company retired, with cash, upon
maturity its $5 million principal amount 6.60% First Mortgage Bonds,
Medium-Term Note Series 1997-1.
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, 1999 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
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<PAGE>
NAME AND ADDRESS POSITION
AMEREN CORPORATION (CONTINUED)
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
CHARLES J. SCHUKAI (1) ST. LOUIS, MO D
STEVEN R. SULLIVAN ST. LOUIS, MO VP,GC & S
JANET MCAFEE WEAKLEY ST. LOUIS, MO D
JAMES W. WOGSLAND HAYDEN LAKE, ID D
(1) Mr. Schukai retired on June 1, 1999.
UNION ELECTRIC 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 & 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 VP
CHARLES J. SCHUKAI (1) ST. LOUIS, MO D & SVP
ROBERT J. SCHUKAI (2) ST. LOUIS, MO VP
WILLIAM C. SHORES ST. LOUIS, MO VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP,GC & S
(1) Mr. C. Schukai retired June 1, 1999.
(2) Mr. R. Schukai retired on February 1, 1999.
ELECTRIC ENERGY, INC.
DONALD W. CAPONE ST. LOUIS, MO D
ALEC G. DREYER DECATUR, IL D
JAMES M. HELM JOPPA, IL S
R. ALAN KELLEY ST. LOUIS, MO D & P
WAYNE T. LUCAS LOUISVILLE, KY D
GILBERT W. MOORMAN SPRINGFIELD, IL D
CHARLES W. MUELLER ST. LOUIS, MO D
ROBERT L. POWERS JOPPA, IL VP
JOHN D. PRUNKL DECATUR, IL D
GARY L. RAINWATER SPRINGFIELD, IL D
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<PAGE>
NAME AND ADDRESS POSITION
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
DONALD E. BRANDT ST. LOUIS, MO CM
HOUSING MISSOURI, INC. 1996, 1997, 1998
JERRE E. BIRDSONG ST. LOUIS, MO D
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
PAUL A. AGATHEN ST. LOUIS, MO D
WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO T
JAMES T. BIRKETT (1) SPRINGFIELD, IL VP
DONALD E. BRANDT ST. LOUIS, MO D
JOHN L. HEATH (2) PHOENIX, AZ D
ROBERT W. JACKSON (2) SPRINGFIELD, IL 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
CHARLES J. SCHUKAI (3) ST. LOUIS, MO D
THOMAS L. SHADE (2) QUINCY, IL D
STEVEN R. SULLIVAN ST. LOUIS, MO VP,GC & S
THOMAS R. VOSS SPRINGFIELD, IL SVP
(1) Mr. Birkett retired on June 1, 1999.
(2) Term ended April 27, 1999.
(3) Mr. Schukai retired on June 1, 1999.
CIPS ENERGY, INC.
GARY L. RAINWATER SPRINGFIELD, IL D & P
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<PAGE>
NAME AND ADDRESS POSITION
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
ROBERT C. PORTER 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
ROBERT C. PORTER 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
ROBERT C. PORTER ST. LOUIS, MO D,VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
EFFINGHAM DEVELOPMENT BUILDING II, LLC
ROBERT C. PORTER ST. LOUIS, MO D
MATTOON ENTERPRISES PARK LLC
ROBERT C. PORTER ST. LOUIS, MO D
MACC, LLC
ROBERT C. PORTER ST. LOUIS, MO D
ILLINOIS EQUITY FUND 1992, 1994, 1996, 1998.
ROBERT C. PORTER 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
ROBERT C. PORTER ST. LOUIS, MO D,VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
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<PAGE>
NAME AND ADDRESS POSITION
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
ROBERT C. PORTER 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
ROBERT C. PORTER 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
ROBERT C. PORTER 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
ROBERT C. PORTER ST. LOUIS, MO D,VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
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
ROBERT C. PORTER 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
ROBERT C. PORTER ST. LOUIS, MO D,VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
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<PAGE>
NAME AND ADDRESS POSITION
CEC-APL-L CO.
DIANE L. BORTMESS SPRINGFIELD, IL D,T
RONALD K. EVANS ST. LOUIS, MO D,S
JOY D. HUSTON ST. LOUIS, MO D,C
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
ROBERT C. PORTER 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
JOY D. HUSTON ST. LOUIS, MO D,C
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
ROBERT C. PORTER 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
JOY D. HUSTON ST. LOUIS, MO D,C
GREGORY L. NELSON ST. LOUIS, MO D,PEO,P
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
ROBERT C. PORTER ST. LOUIS, MO D,VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
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<PAGE>
NAME AND ADDRESS POSITION
CEC-MPS-L CO.
DIANE L. BORTMESS SPRINGFIELD, IL D,T
RONALD K. EVANS ST. LOUIS, MO D,S
JOY D. HUSTON ST. LOUIS, MO D,C
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
ROBERT C. PORTER 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
JOY D. HUSTON ST. LOUIS, MO D,C
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
ROBERT C. PORTER 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
BAXTER A. GILLETTE (1) ST. LOUIS, MO VP
CLARENCE J. HOPF (2) ST. LOUIS, MO VP
CHARLES W. MUELLER ST. LOUIS, MO D
BRIAN RETTENMAIER (3) ST. LOUIS, MO C
STEVEN R. SULLIVAN ST. LOUIS, MO VP,GC & S
JAMES F. WHITESIDES (4) ST. LOUIS, MO PEO,P
(1) Mr. Gillette was elected Vice President on August 16, 1999.
(2) Mr. Hopf was elected Vice President on June 14, 1999.
(3) Mr. Rettenmaier was appointed Controller on March 1, 1999.
(4) Mr. Whitesides was elected President on June 11, 1999.
-16-
<PAGE>
NAME AND ADDRESS POSITION
AMEREN SERVICES CO.
PAUL A. AGATHEN ST. LOUIS, MO SVP
M. PATRICIA BARRETT (1) ST. LOUIS, MO VP
WARNER L. BAXTER ST. LOUIS, MO VP,C
JERRE E. BIRDSONG ST. LOUIS, MO T
DONALD E. BRANDT ST. LOUIS, MO D,SVP
CHARLES A. BREMER ST. LOUIS, MO VP
DONALD W. CAPONE ST. LOUIS, MO VP
WILLIAM J. CARR (2) ST. LOUIS, MO VP
DANIEL F. COLE (3) ST. LOUIS, MO SVP
JIMMY L. DAVIS ST. LOUIS, MO VP
JEAN M. HANNIS ST. LOUIS, MO VP
R. ALAN KELLEY ST. LOUIS, MO VP
MICHAEL J. MONTANA ST. LOUIS, MO VP
CHARLES W. MUELLER ST. LOUIS, MO D,P & CEO
CRAIG D. NELSON ST. LOUIS, MO VP
GREGORY L. NELSON (4) ST. LOUIS, MO VP
CHARLES J. SCHUKAI (5) ST. LOUIS, MO D,SVP
J. KAY SMITH (6) ST. LOUIS, MO VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP,GC & S
SAMUEL E. WILLIS ST. LOUIS, MO VP
THOMAS R. VOSS (7) ST. LOUIS, MO SVP
(1) Ms. Barrett retired July 1, 1999.
(2) Mr. Carr was elected Vice President on July 7, 1999.
(3) Mr. Cole was elected Senior Vice President on June 1, 1999.
(4) Mr. Nelson was elected Vice President on February 16, 1999.
(5) Mr. Schukai retired on June 1, 1999.
(6) Mrs. Smith was elected Vice President on July 1, 1999.
(7) Mr. Voss was elected Senior Vice President on June 1, 1999.
AMEREN DEVELOPMENT COMPANY
PAUL A. AGATHEN ST. LOUIS, MO SVP
JERRE E. BIRDSONG ST. LOUIS, MO T
DONALD E. BRANDT ST. LOUIS, MO D,SVP
CHARLES W. MUELLER ST. LOUIS, MO D,P
GARY L. RAINWATER (1) ST. LOUIS, MO SVP
CHARLES J. SCHUKAI (2) ST. LOUIS, MO D,SVP
STEVEN R. SULLIVAN ST. LOUIS, MO VP,GC & S
(1) Mr. Rainwater was elected Director and Senior Vice President on
May 25, 1999.
(2) Mr. Schukai retired on June 1, 1999.
AMEREN ERC, INC.
PAUL A. AGATHEN ST. LOUIS, MO SVP
JERRE E. BIRDSONG ST. LOUIS, MO T
DONALD E. BRANDT ST. LOUIS, MO D, SVP
DANIEL F. COLE (1) ST. LOUIS, MO D, P
CHARLES W. MUELLER ST. LOUIS, MO D
-17-
<PAGE>
NAME AND ADDRESS POSITION
AMEREN ERC, INC. (CONTINUED)
CHARLES J. SCHUKAI (2) ST. LOUIS, MO D,P
STEVEN R. SULLIVAN ST. LOUIS, MO VP,GC & S
(1) Mr. Cole was elected Director and President on May 25, 1999.
(2) Mr. Schukai retired on June 1, 1999.
GATEWAY ENERGY SYSTEMS, L.C. AND AFFILIATES
DONALD E. BRANDT ST. LOUIS, MO D
AMEREN ENERGY COMMUNICATIONS, INC.
JERRE E. BIRDSONG ST. LOUIS, MO T
DONALD E. BRANDT ST. LOUIS, MO D
DANIEL F. COLE (1) ST. LOUIS, MO D, P
CHARLES W. MUELLER ST. LOUIS, MO D
CHARLES J. SCHUKAI (2) ST. LOUIS, MO D, P
STEVEN R. SULLIVAN ST. LOUIS, MO S
(1) Mr. Cole was elected Director and President on May 25, 1999.
(2) Mr. Schukai retired on June 1, 1999.
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
CHARLES W. MUELLER ST. LOUIS, MO D
CHARLES D. NASLUND ST. LOUIS, MO D
GARY L. RAINWATER ST. LOUIS, MO D, P
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
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
-18-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART ll.
Financial Connections - The following is a list, as of December 31, 1999, 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.
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
Clifford L. Greenwalt National City Corporation Director Rule 70(b)
National City Bank of Michigan/Illinois
Richard A. Lumpkin First Mid-Illinois Bancshares Inc. Director Rule 70(a)
First Mid-Illinois Bank & Trust NA Director Rule 70(a)
</TABLE>
-19-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART III.
(a) and (b) Directors' and Executive Officers' Compensation and Security
Interests.
Information concerning compensation and interests in system securities is set
forth in Exhibits A-4, A-5 and A-6 to this Form U5S and is incorporated herein
by reference.
(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.
See Exhibits A-4, A-5 and A-6 for descriptions of the participation of directors
and executive officers of System companies in bonus and profit-sharing
arrangements and other benefits.
(f) Directors' and Executive Officers' rights to Indemnity.
The state laws under which each of the 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 companies' charters or
by-laws also provides for indemnification of directors and officers. In
addition, directors and executive officers of Ameren and all subsidiary
companies are insured under directors' and officers' liability policies issued
to Ameren, et. al. 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. The Corporation
has entered into a standard form of indemnity agreement with each of its
directors and officers.
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
Part I None
Part II None
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. (1) Ameren Services/Ameren Energy Resources Company - September 3,
1999. (See Appendix A)
Part II. The System companies had no contracts to purchase services or goods
during 1998 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 secur-
ities, except as reported in Item 6.
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.
-20-
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
None.
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Filed confidentially as Appendix B on Form SE.
NOTES TO FINANCIAL STATEMENTS
Ameren Corporation Reference is made to "Notes to Con-
solidated Financial Statements" con-
tained on pages 28 through 42 in the
Ameren 1999 Annual Report to Share-
holders, which information is incor-
porated by reference.
Union Electric Reference is made to "Notes to Fi-
nancial Statements" contained on
pages 22 through 37 in the Union
Electric 1999 Annual Report, which
information is incorporated by
reference.
Central Illinois Public Service Reference is made to "Notes to Fi-
nancial Statements" contained on
pages 22 through 36 in the Central
Illinois Public Service 1999 Annual
Report, which information is incor-
porated by reference.
-21-
<PAGE>
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 1999 Annual Report on Form 10-K for Ameren Corporation. (File No.
001-14756)
A.2 1999 Annual Report on Form 10-K for Central Illinois Public Service
Company. (File No. 001-03672)
A.3 1999 Annual Report on Form 10-K for Union Electric Company. (File No.
001-02967)
A.4 2000 Proxy Statement of Ameren Corporation. (File No. 001-14756)
A.5 2000 Proxy Statement of Central Illinois Public Service Company. (File
No. 001-03672)
A.6 2000 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 Ameren Energy Resources Company (Ameren Intermediate Holding Co.)
(Filed herewith on Form SE)
C. NONE DURING THE YEAR 1999.
*D. AGREEMENT ALLOCATING CONSOLIDATED INCOME TAX LIABILITY BY AMEREN
CORPORATION AND SUBSIDIARIES (filed herewith on Form SE)
*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 herewith 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
-22-
<PAGE>
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 herewith on Form SE)
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. FINANCIAL DATA SCHEDULES (filed herewith in Form SE)
G.1 Financial Data Schedule of Ameren Corporation Consolidated
G.2 Financial Data Schedule of Ameren Corporation
-23-
<PAGE>
G.3 Financial Data Schedule of Union Electric Company
G.4 Financial Data Schedule of Central Illinois Public Service Company
G.5 Financial Data Schedule of Ameren Services
G.6 Financial Data Schedule of Electric Energy Inc
G.7 Financial Data Schedule of Ameren Energy
G.8 Financial Data Schedule of CIPSCO Investment Company
G.9 Financial Data Schedule of Ameren Development Company
G.10 Financial Data Schedule of Ameren Energy Resources
SIGNATURE
Ameren Corporation, a registered holding company, has duly caused this annual
report for the year ended December 31, 1998 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/ Warner L. baxter
-------------------------
Warner L. Baxter
Vice President and Controller
April 28, 2000
-24-
<PAGE>
APPENDIX
-25-
<PAGE>
Appendix A
GENERAL SERVICES AGREEMENT
Between
AMEREN SERVICES COMPANY
and
AMEREN ENERGY RESOURCES COMPANY
THIS AGREEMENT, made and entered into this Third day of September 1999, by
and between the following Parties: AMEREN SERVICES COMPANY (hereinafter
sometimes referred to as "Service Company"), a Missouri corporation; and Ameren
Energy Resources Company (hereinafter sometimes referred to as "Client
Company"); WITNESSETH:
WHEREAS, Client Company, and its other subsidiaries, desire to enter into
this agreement providing for the performance by Service Company for the Client
Company of certain services more particularly set forth herein; and
WHEREAS, Service Company is organized, staffed and equipped and has filed
with the Securities and Exchange Commission ("the SEC") to be a subsidiary
service company under Section 13 of the Public Utilities Holding Company Act of
1935 (the "Act") to render to Ameren Corporation, and other subsidiaries of
Ameren Corporation, certain services as herein provided; and
WHEREAS, to maximize efficiency, and to achieve merger related savings, the
Client Company desires to avail itself of the advisory, professional, technical
and other services of persons employed or to be retained by Service Company, and
to compensate Service Company appropriately for such services,
<PAGE>
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein, the parties hereto agree as follows:
Section 1. Agreement to Furnish Services
- ----------------------------------------
Service Company agrees to furnish to Client Company and its subsidiaries,
if any, upon the terms and conditions herein provided, the services hereinafter
referred to and described in Section 2, at such times, for such period and in
such manner as Client Company may from time to time request. Service Company
will keep itself and its personnel available and competent to render to Client
Company such services so long as it is authorized so to do by the appropriate
federal and state regulatory agencies.
Section 2. Services to be Performed
- ------------------------------------
The services to be provided by Service Company hereunder may, upon request,
include the services as set out in Schedule 1, attached hereto and made a part
hereof. A revised Schedule 1 will be provided on an annual basis.
In addition to the Services set out in Schedule 1, Service Company shall
render advice and assistance in connection with such other matters as Client
Company may request and Service Company determines it is able to perform with
respect to Client Company's business and operations.
Section 3. Compensation of Service Company
- -------------------------------------------
As compensation for such services rendered to it by Service Company, Client
Company hereby agrees to pay to Service Company the cost of such services,
computed in accordance with applicable
<PAGE>
rules and regulations (including, but not limited to, Rules 90 and 91) under the
Act and appropriate accounting standards.
Compensation to be paid by Client Company shall include direct charges and
Client Company's fairly allocated pro rata share of certain of Service Company's
costs, determined as set out on Schedule 2, attached hereto and made a part
hereof.
Section 4. Securities and Exchange Commission Rules
- ----------------------------------------------------
It is the intent of the Parties that the determination of the costs as used
in this Agreement shall be consistent with, and in compliance with the rules and
regulations of the SEC, as they now read or hereafter may be modified by the
Commission.
Section 5. Service Requests
- ----------------------------
Services will be performed in accordance with a Service Request system,
consisting of work orders established to capture the various types of costs
incurred by Service Company. Costs will be charged to the appropriate service
requests, which will then be the basis for the billing of costs to Client
Company.
Section 6. Payment
- -------------------
Payment shall be by making remittance of the amount billed or by making
appropriate accounting entries on the books of the companies.
Payment shall be accomplished on a monthly basis, and remittance or
accounting entries shall be completed within 60 days of billing.
<PAGE>
Section 7. Ameren Corporation
- ------------------------------
Except as authorized by rule, regulation, or order of the Securities and
Exchange Commission, nothing in this Agreement shall be read to permit Ameren
Corporation, or any person employed by or acting for Ameren Corporation, to
provide services for other Parties, or any companies associated with said
Parties.
Section 8. Client Company
- --------------------------
Except as limited by Section 7, nothing in this Agreement shall be read to
prohibit Client Company or its subsidiaries from furnishing to other Ameren
companies or their subsidiaries services herein referred to, under the same
conditions and terms as set out for Service Company.
Section 9. Effective Date and Termination
- ------------------------------------------
This Agreement is executed subject to the consent and approval of all
applicable regulatory agencies, and if so approved in its entirety, shall become
effective as of the date stated below, and shall remain in effect from said date
unless terminated by mutual agreement or by any Party giving at least sixty
days' written notice to the other Parties prior to the beginning of any calendar
year, each Party fully reserving the right to so terminate the Agreement.
This Agreement may also be terminated to the extent that performance may
conflict with any rule, regulation or order of the Securities and Exchange
Commission adopted before or after the making of this Agreement.
<PAGE>
Section 10. Assignment
- -----------------------
This Agreement and the rights hereunder may not be assigned without the
mutual written consent of all Parties hereto.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed and attested by their authorized officers as of the day and year first
above written.
AMEREN SERVICES COMPANY
By
-----------------------------
Title Treasurer
-----------------------------
ATTEST:
By
----------------------
Title Assistant Secretary
--------------------
AMEREN ENERGY RESOURCES COMPANY
By
------------------------------
Title President
---------------------------
ATTEST:
By
----------------------
Title Assistant Secretary
<PAGE>
Schedule 1
Page 1 of 10
DESCRIPTION OF EXPECTED SERVICES
TO BE PROVIDED BY AMEREN SERVICES AND
EXPECTED DIRECT COST ALLOCATION FACTORS
Description of Expected Services to be Provided
A description of the expected services to be provided by Ameren Services is
detailed below. Identifiable costs for all of the functional organizations
listed below will be directly charged to Ameren Corporation and its
subsidiaries, whenever possible.
For costs that cannot be directly assigned or distributed, the expected direct
cost allocation factors are reflected below for each Ameren Services department.
a) Building Service
Description - Provide facility management services for owned and leased
facilities, excluding power plants. To the extent that leasing arrangements
are established between Ameren Services and/or Ameren Corporation and its
subsidiaries, lease costs will include rent for space occupied and
applicable services, such as operation and maintenance of structures,
capital improvements, interior space planning, security and janitorial. As
appropriate, lease costs will be allocated based on square feet occupied
and the allocation factors listed below.
Expected Allocation Factors - 1) number of employees; 2) operations and
maintenance labor; 3) total capitalization; and 4) total assets
b) Controller's
Description - Perform all accounting services necessary to properly
maintain and report on the books and records of Ameren and its
subsidiaries. Provide investor relations services.
Expected Allocation Factors - 1) composite*; 2) total capitalization; and
3) total assets
c) Corporate Communications
Description - Develop strategies for advertising and marketing efforts,
develop employee communication programs,
<PAGE>
Schedule 1
Page 2 of 10
coordinate community relations efforts and develop policies and procedures
for media relations.
Expected Allocation Factors - 1) composite*; 2) total capitalization; and
3) total assets
d) Corporate Planning
Description - Provide rate engineering, interchange marketing, resource
planning and business analysis services.
Expected Allocation Factors - 1) composite*; 2) kwh sales; 3) peak load
[electric]; 4) total capitalization; and 5) total assets
e) Customer Services/Division Support
Description - Answer customer inquiries pertaining to electric/gas service
usage and perform credit activities. Provide technical support relating to
planning, engineering, constructing and operating the distribution and
transmission systems. Provide technical support and maintenance of
protective relay schemes, station meter work, system testing and data
acquisition systems.
Expected Allocation Factors - 1) number of customers; 2) number of
employees; and 3) operations and maintenance labor
f) Economic Development
Description - Provide community and business development services, as well
as natural gas development services. Analyze community and business
development opportunities.
Expected Allocation Factors - 1) number of customers; 2) sales [kwh and
dekatherm]; 3) total capitalization; and 4) total assets
g) Energy Supply
Coordinate the use of the generating, transmission and interconnection
facilities to provide economical and reliable energy.
Expected Allocation Factors - 1) kwh sales
<PAGE>
Schedule 1
Page 3 of 10
h) Engineering and Construction
Description - Provide professional services related to engineering studies,
design, procurement, planning, building and management of projects. Study
technology that may reduce costs of producing, delivering and using
electricity.
Expected Allocation Factors - 1) peak load [electric]; 2) generating
capacity; and 3) construction expenditures
i) Environmental Services & Safety
Description - Perform analysis and advocacy of regulatory and legislative
issues in the areas of environment, health and safety. Communicate final
regulatory requirements to operating groups. Provide assistance and support
and compliance review in meeting those requirements. Oversee hazardous
substance site investigation and remediation activities.
Expected Allocation Factors - 1) number of employees; 2) generating
capacity; 3) operations and maintenance labor; and 4) construction
expenditures
j) Executive
Description - Provide executive management duties for all applicable
activities at the department, function and officer levels.
Expected Allocation Factors - 1) total capitalization; 2) total assets; and
3) sales [kwh and dekatherm]
k) Fossil Fuel Procurement
Description - Provide resources necessary to procure fuel for the fossil
power plants and minimize production costs.
Expected Allocation Factors - 1) kwh sales
l) Gas Supply
Description - Provide gas supply and pipeline capacity procurement and
management services. Develop policies, procedures and standards which
govern the design, construction and operation of the gas systems.
<PAGE>
Schedule 1
Page 4 of 10
Expected Allocation Factors - 1) dekatherm sales; 2) gas throughput
[includes transportation]; and 3) peak load [gas]
m) General Counsel
Description - Provide general legal advice related to all applicable
activities and legal services in regards to legislative activities,
regulatory agencies and security matters. Make regulatory filings, maintain
minutes of the board of directors, conduct stockholder meetings and procure
property and casualty insurance bonds.
Expected Allocation Factors - 1) composite*; 2) total capitalization; and
3) total assets
n) Human Resources
Description - Administer and negotiate employee benefits including
pensions, major medical, long-term disability, life insurance, defined
contribution plans, executive benefit and flexible spending plans. Provide
employment services, including required regulatory reporting and
maintenance of personnel records. Provide employee training and
communications services.
Expected Allocation Factors - 1) number of employees; 2) total
capitalization; 3) total assets; and 4) operation and maintenance labor
o) Industrial Relations
Description - Negotiate, represent and administer provisions of labor
agreements applicable to unions representing union employees.
Expected Allocation Factors - 1) number of employees; and 2) operation and
maintenance labor
p) Information Services
Description - Provide for the development and operation of computer
software, telecommunications and other equipment used to conduct business
and engineering activities. Maintain all billing records and process
customer meter readings.
Expected Allocation Factors - 1) composite*; 2) number of customers; 3)
number of employees; 4)CPU cycles; and 5) operation and maintenance labor
<PAGE>
Schedule 1
Page 5 of 10
q) Internal Audit
Description - Audit company operations, perform operational and
productivity reviews, review justifications for capital projects and
perform quality assurance reviews.
Expected Allocation Factors - 1) composite*; 2) number of customers; 3)
number of employees; and 4) operation and maintenance labor
r) Marketing
Description - Provide marketing services including account management,
program development, market research and customer energy services.
Expected Allocation Factors - 1) sales [kwh and dekatherm]; and 2) total
assets
s) Merger Coordination
Description - Monitor programs to achieve savings, merger costs and
position reductions as they relate to the implementation plans.
Expected Allocation Factors - 1) composite*; 2) total capitalization; and
3) total assets
t) Motor Transportation
Description - Provide engineering, support, and mechanical servicing of
vehicles, procurement of vehicles and safety and training programs.
Expected Allocation Factors - 1) number of vehicles
u) Purchasing
Description - Provide procurement of goods and services other than fuel.
Provide materials inventory management services.
Expected Allocation Factors - 1) composite*; 2) total assets; and 3)
construction expenditures
v) Real Estate
Description - Acquire necessary land rights and permits including
coordination of site selection. Maintain existing land rights while
permitting licenses and leases to minimize investment or costs of holding
property.
<PAGE>
Schedule 1
Page 6 of 10
Expected Allocation Factors - 1) composite*; 2) number of customers; and 3)
total assets
w) Stores
Description - Provide clerical, stenographic, administrative and Electronic
Data systems support. Provide engineering support and manage and direct
stores operations.
Expected Allocation Factors - 1) composite*
x) Tax
Description - Research and consult on tax issues in connection with
federal, state and local tax compliance and planning matters, including the
preparation and filing of returns.
Expected Allocation Factors - 1) composite*; 2) current tax expense; 3)
total capitalization; and 4) total assets
y) Treasurer's
Description - Provide treasury operation, mailing, financial planning,
investments, and executive payroll and pension disbursement services.
Expected Allocation Factors - 1) composite*; 2) number of customers; 3)
number of employees; 4) total capitalization; and 5) total assets
*Composite consists of the following three factors (equal weight to each
factor):
Sales (kwh and dekatherm)
Number of customers
Number of employees
<PAGE>
Schedule 1
Page 7 of 10
Allocation Factors
The following allocation factors will be utilized as outlined above.
Number of Customers - Based on the number of customers (electric and/or gas) at
the end of the most recent calendar year. The numerator of which is for an
Operating Company and the denominator of which is for all Operating Companies.
This ratio will be determined annually, and/or at such time as may be required
due to a significant change in circumstances.
Sales - Based on the sales volume (kwh and/or dekatherms) for the most recent
calendar year. The numerator of which is for an Operating Company and the
denominator of which is for all Operating Companies. This ratio will be
determined annually, and/or at such time as may be required due to a significant
change in circumstances.
Number of Employees - Based on the number of employees (contract and/or
non-contract, or electric operating and/or gas operating) at the end of the most
recent calendar year. The numerator of which is for an Operating Company or an
affected affiliate company. The denominator of which is for all Operating
Companies and affected affiliate companies. This ratio will be determined
annually, and/or at such time as may be required due to a significant change in
circumstances.
Composite - Based on an equal weighting Sales (kwh & dekatherm), Number of
Customers (total), and Number of Employees (total) allocation factors. The
numerator of which is the simple average of the above three factors for an
Operating Company and the denominator of which is for all Operating Companies.
This ratio will be determined annually and/or at such time as may be required
due to a significant change in circumstances.
Operations & Maintenance Labor - Based on the Operations & Maintenance Labor
(electric and/or gas) for the most recent calendar year. The numerator of which
is for an Operating Company or an affected affiliate and the denominator of
which is for all Operating Companies and affected affiliate companies. This
ratio will be determined annually, and/or at such time as may be required due to
a significant change in circumstances.
Revenues - Based on revenues (electric and/or gas) for the most recent calendar
year. The numerator of which is for an Operating Company or an affected
affiliate company. The denominator of which is for all Operating Companies
and/or affected affiliate companies. This ratio will be determined annually, or
at such time as may be required due to a significant change in circumstances.
<PAGE>
Schedule 1
Page 8 of 10
Total Capitalization - Based on total capitalization (total common stockholder's
equity, preferred stock, and long term debt) at the end of the most recent
calendar year. The numerator of which is for an Operating Company or an affected
affiliate company. The denominator of which is for all Operating Companies and
affected affiliate companies. This ratio will be determined annually, and/or at
such time as may be required due to a significant change in circumstances.
Total Assets - Based on total assets at the end of the most recent calendar
year. The numerator of which is for an Operating Company or an affected
affiliate company. The denominator of which is for all Operating Companies and
affected affiliate companies. This ratio will be determined annually, and/or at
such time as may be required due to a significant change in circumstances.
Construction Expenditures - Based on construction expenditures for the most
recent calendar year. The numerator of which is for an Operating Company or an
affected affiliate company. The denominator of which is for all Operating
Companies and affected affiliate companies. This ratio will be determined
annually, and/or at such time as may be required due to a significant change in
circumstances.
Peak Load (electric) - Based on the highest monthly maximum megawatt load
(60-minute integration) for the most recent calendar year. The numerator of
which is for an Operating Company and the denominator of which is for all
Operating Companies. This ratio will be determined annually, and/or at such time
as may be required due to a significant change in circumstances.
Peak Load (gas) - Based on the highest daily send out in therms (excluding
transportation) for the most recent calendar year. The numerator of which is for
an Operating Company and the denominator of which is for all Operating
Companies. This ratio will be determined annually, and/or at such time as may be
required due to a significant change in circumstances.
Generating Capacity (nameplate) - Based on installed capacity nameplate ratings
at the end of the most recent calendar year. The numerator of which is for an
Operating Company and the denominator of which is for all Operating Companies.
This ratio will be determined annually, and/or at such time as may be required
due to a significant change in circumstances.
Gas Throughput - Based on gas throughput in dekatherms (sales and
transportation) for the most recent calendar year. The numerator of which is for
an Operating Company. The denominator of which is for all Operating Companies.
This ratio will be determined
<PAGE>
Schedule 1
Page 9 of 10
annually, and/or at such time as may be required due to a significant change in
circumstances.
CPU Cycles - Based on cpu cycles (by application) for the most recent calendar
year. The numerator of which is for an Operating Company or an affected
affiliate company. The denominator of which is for all Operating Companies and
affected affiliate companies. This ratio will be determined annually, and/or at
such time as may be required due to a significant change in circumstances.
Current Tax Expense - Based on taxes charged (income and other) for the most
recent calendar year. The numerator of which is for an Operating Company or an
affected affiliate company. The denominator of which is for all Operating
Companies and affected affiliate companies. This ratio will be determined
annually, and/or at such time as may be required due to a significant change in
circumstances.
Number of Vehicles - Based on number of vehicles at the end of the most recent
calendar year. The numerator of which is for an Operating Company and the
denominator of which is for all Operating Companies. This ratio will be
determined annually, and/or at such time as may be required due to a significant
change in circumstances.
In addition to the allocation factors listed above, appropriate direct
allocations will be made for costs benefiting a single affiliate. Indirect
allocations will also be made to all affiliates, including non-regulated
companies and Ameren Corporation.
It may be necessary to allocate a percentage of total costs allocated to
non-regulated companies or Ameren Corporation (see below). This will be done as
a sub-factor of existing allocation factors. For example, allocating a
percentage of customer service costs to non-regulated companies and allocating
remaining costs based on number of customers. Also, allocating a percentage of
video presentation costs to Ameren Corporation and allocating remaining costs
based on capitalization.
Non-Regulated - Based on a percentage of total costs allocated to non-regulated
companies when existing allocation methods do not adequately reflect the level
of services or benefits received. After allocating this percentage of total
costs to non-regulatory company, the remaining costs will be allocated to Ameren
Corporation and/or its subsidiaries, as appropriate, based upon one of the
factors above.
Corporate - Based on a percentage of total costs allocated to Ameren Corporation
(AMC) when existing allocation methods do not
<PAGE>
Schedule 1
Page 10 of 10
adequately reflect the level of services or benefits received. After allocating
this percentage of total costs to AMC, the remaining costs will be allocated
based upon one of the factors above.
<PAGE>
Schedule 2
Page 1 of 1
AMEREN SERVICES
EXPECTED ALLOCATED DIRECT COST FACTORS
LLOCATION NUMBER DESCRIPTION
001A Composite*
002A Number of customers
002B Number of gas transportation customers
002C Number of electric customers
002D Number of gas customers
002E % to unregulated company/number of customers
002F Number of Customers (Illinois Non-Residential Electric)
002G Number of Customers (Illinois Non-residential Gas)
002H Number of Customers (Illinois Non-residential)
003A Sales (kwh and dekatherm)
003B Kwh sales
003C Dekatherm sales
004A Number of employees
004B Number of contract employees
004C Number of non-contract employees
004D Number of AMS & UEC employees
005A O&M labor
006A Total revenues
006B Electric revenues
006C Gas revenues
007A Total capitalization
007B % to Ameren Corporation/total capitalization
008A Total assets
009A Construction expenditures
010A Peak load (electric)
010B Peak load (gas)
011A Generating capacity
012A Gas throughput (includes transportation)
013A CPU cycles - mainframe
013B CPU cycles - UNIX
015A Current tax expense
016A Number of vehicles
*Composite consists of the following three factors (equal weight to each
factor):
Sales (kwh and dekatherm)
Number of customers
Number of employees
Exhibit D
AMEREN CORPORATION
AND ITS AFFILIATED CORPORATIONS
TAX ALLOCATION AGREEMENT
This agreement is made as of ______________, 20__ 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.
<PAGE>
-2-
(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
<PAGE>
-3-
(B) the aggregate of the excesses of such companies' tentative
minimum tax amounts over their regular tax liability amounts.
(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
<PAGE>
-4-
loss year. Each such member shall carry negative allocation from
the loss year 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 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
<PAGE>
-5-
members whose operations caused the Group to be taxed by the state,
following the procedures 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 Services Company by: _________________________
Union Electric Company by: _________________________
Union Electric Development
Corporation by: ________________________
Central Illinois Public Service
Company by: ________________________
<PAGE>
-6-
CIPSCO Investment Company by: ________________________
Ameren Energy, Inc. by: ________________________
CIPS Energy Inc. by: _________________________
Illinois Steam, Inc. by: ________________________
Ameren Development Company by: ________________________
Ameren ERC, Inc. by: _________________________
Ameren Energy Communications,
Inc. by: ________________________
Ameren Intermediate Holding by: _________________________
Company
Missouri Central Railroad by: _________________________
Company
<PAGE>
-7-
EXHIBIT A
Ameren Corporation
Ameren Services Company
Union Electric Company
Union Electric Development Corporation
Central Illinois Public Service Company
CIPSCO Investment Company
Ameren Energy, Inc.
CIPS Energy Inc.
Illinois Steam, Inc.
Ameren Development Company
Ameren ERC, Inc.
Ameren Energy Communications, Inc.
Ameren Intermediate Holding Company
Missouri Central Railroad Company
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
AMEREN CORPORATION CONSOLIDATED
PUBLIC UTILITY HOLDING COMPANIES
FORM U5S
ARTICLE OPUR1
(Thousands of Dollars)
</LEGEND>
<CIK> 0001002910
<NAME> AMEREN CORPORATION
<MULTIPLIER> 1,000
<CURRENCY> USD
<S> <C>
<PERIOD-START> JAN-1-1999
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 7,165,185
<OTHER-PROPERTY-AND-INVEST> 253,236
<TOTAL-CURRENT-ASSETS> 879,006
<TOTAL-DEFERRED-CHARGES> 80,737
<OTHER-ASSETS> 799,451
<TOTAL-ASSETS> 9,177,615
<COMMON> 1,372
<CAPITAL-SURPLUS-PAID-IN> 1,582,501
<RETAINED-EARNINGS> 1,505,827
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,089,700
0
235,197
<LONG-TERM-DEBT-NET> 2,343,138
<SHORT-TERM-NOTES> 80,165
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 117,444
0
<CAPITAL-LEASE-OBLIGATIONS> 105,310
<LEASES-CURRENT> 11,423
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,195,238
<TOT-CAPITALIZATION-AND-LIAB> 9,177,615
<GROSS-OPERATING-REVENUE> 3,523,631
<INCOME-TAX-EXPENSE> 258,870
<OTHER-OPERATING-EXPENSES> 2,702,212
<TOTAL-OPERATING-EXPENSES> 2,961,082
<OPERATING-INCOME-LOSS> 562,549
<OTHER-INCOME-NET> (3,652)
<INCOME-BEFORE-INTEREST-EXPEN> 558,897
<TOTAL-INTEREST-EXPENSE> 161,152
<NET-INCOME> 385,095
12,650
<EARNINGS-AVAILABLE-FOR-COMM> 385,095
<COMMON-STOCK-DIVIDENDS> 348,527
<TOTAL-INTEREST-ON-BONDS> 150,408
<CASH-FLOW-OPERATIONS> 917,575
<EPS-BASIC> 2.81
<EPS-DILUTED> 2.81
</TABLE>
