Edgar Filing: AMEREN CORP

Ameren 10-Q 3-31-2006

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(X) Quarterly report pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

for the Quarterly Period Ended March 31, 2006

( ) Transition report pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

for the transition period from ____to _____.

Commission File Number	Exact name of registrant as specified in its charter; State of Incorporation; Address and Telephone Number	IRS Employer Identification No.

1-14756	Ameren Corporation	43-1723446
	(Missouri Corporation)
	1901 Chouteau Avenue
	St. Louis, Missouri 63103
	(314) 621-3222

1-2967	Union Electric Company	43-0559760
	(Missouri Corporation)
	1901 Chouteau Avenue
	St. Louis, Missouri 63103
	(314) 621-3222

1-3672	Central Illinois Public Service Company	37-0211380
	(Illinois Corporation)
	607 East Adams Street
	Springfield, Illinois 62739
	(217) 523-3600

333-56594	Ameren Energy Generating Company	37-1395586
	(Illinois Corporation)
	1901 Chouteau Avenue
	St. Louis, Missouri 63103
	(314) 621-3222

2-95569	CILCORP Inc.	37-1169387
	(Illinois Corporation)
	300 Liberty Street
	Peoria, Illinois 61602
	(309) 677-5271

1-2732	Central Illinois Light Company	37-0211050
	(Illinois Corporation)
	300 Liberty Street
	Peoria, Illinois 61602
	(309) 677-5271

1-3004	Illinois Power Company	37-0344645
	(Illinois Corporation)
	370 South Main Street
	Decatur, Illinois 62523
	(217) 424-6600

Indicate by check mark whether the registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes (X) No ( )

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitions of accelerated filer and large accelerated filer in Rule 12b-2 of the Securities Exchange Act of 1934.

	Large Accelerated Filer	Accelerated Filer	Non-Accelerated Filer
Ameren Corporation	(X)	( )	( )
Union Electric Company	( )	( )	(X)
Central Illinois Public Service Company	( )	( )	(X)
Ameren Energy Generating Company	( )	( )	(X)
CILCORP Inc.	( )	( )	(X)
Central Illinois Light Company	( )	( )	(X)
Illinois Power Company	( )	( )	(X)

Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Ameren Corporation	Yes	( )	No	(X)
Union Electric Company	Yes	( )	No	(X)
Central Illinois Public Service Company	Yes	( )	No	(X)
Ameren Energy Generating Company	Yes	( )	No	(X)
CILCORP Inc.	Yes	( )	No	(X)
Central Illinois Light Company	Yes	( )	No	(X)
Illinois Power Company	Yes	( )	No	(X)

The number of shares outstanding of each registrant’s classes of common stock as of May 3, 2006 was as follows:

Ameren Corporation	Common stock, $.01 par value per share - 205,347,020

Union Electric Company	Common stock, $5 par value per share, held by Ameren Corporation (parent company of the registrant) - 102,123,834

Central Illinois Public Service Company	Common stock, no par value, held by Ameren Corporation (parent company of the registrant) - 25,452,373

Ameren Energy Generating Company	Common stock, no par value, held by Ameren Energy Development Company (parent company of the registrant and indirect subsidiary of Ameren Corporation) - 2,000

CILCORP Inc.	Common stock, no par value, held by Ameren Corporation (parent company of the registrant) - 1,000


Central Illinois Light Company	Common stock, no par value, held by CILCORP Inc. (parent company of the registrant and subsidiary of Ameren Corporation) - 13,563,871

Illinois Power Company	Common stock, no par value, held by Ameren Corporation (parent company of the registrant) - 23,000,000

OMISSION OF CERTAIN INFORMATION

Ameren Energy Generating Company and CILCORP Inc. meet the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and are therefore filing this form with the reduced disclosure format allowed under that General Instruction.

__________________________________________________________________________________________________________________________________________

This combined Form 10-Q is separately filed by Ameren Corporation, Union Electric Company, Central Illinois Public Service Company, Ameren Energy Generating Company, CILCORP Inc., Central Illinois Light Company, and Illinois Power Company. Each registrant hereto is filing on its own behalf all of the information contained in this quarterly report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

TABLE OF CONTENTS

	Page
Glossary of Terms and Abbreviations............................................................................................................................................................................................................................................	5

Forward-looking Statements............................................................................................................................................................................................................................................................	6

PART I Financial Information

Item 1. Financial Statements (Unaudited)
Ameren Corporation
Consolidated Statement of Income.........................................................................................................................................................................................................................	8
Consolidated Balance Sheet.....................................................................................................................................................................................................................................	9
Consolidated Statement of Cash Flows..................................................................................................................................................................................................................	10
Union Electric Company
Consolidated Statement of Income..........................................................................................................................................................................................................................	11
Consolidated Balance Sheet....................................................................................................................................................................................................................................	12
Consolidated Statement of Cash Flows..................................................................................................................................................................................................................	13
Central Illinois Public Service Company
Statement of Income...................................................................................................................................................................................................................................................	14
Balance Sheet..............................................................................................................................................................................................................................................................	15
Statement of Cash Flows...........................................................................................................................................................................................................................................	16
Ameren Energy Generating Company
Consolidated Statement of Income..........................................................................................................................................................................................................................	17
Consolidated Balance Sheet.....................................................................................................................................................................................................................................	18
Consolidated Statement of Cash Flows..................................................................................................................................................................................................................	19
CILCORP Inc.
Consolidated Statement of Income..........................................................................................................................................................................................................................	20
Consolidated Balance Sheet.....................................................................................................................................................................................................................................	21
Consolidated Statement of Cash Flows..................................................................................................................................................................................................................	22
Central Illinois Light Company
Consolidated Statement of Income..........................................................................................................................................................................................................................	23
Consolidated Balance Sheet.....................................................................................................................................................................................................................................	24
Consolidated Statement of Cash Flows..................................................................................................................................................................................................................	25
Illinois Power Company
Consolidated Statement of Income..........................................................................................................................................................................................................................	26
Consolidated Balance Sheet.....................................................................................................................................................................................................................................	27
Consolidated Statement of Cash Flows..................................................................................................................................................................................................................	28

Combined Notes to Financial Statements.......................................................................................................................................................................................................................	29

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations...............................................................................................................................	50
Item 3. Quantitative and Qualitative Disclosures About Market Risk....................................................................................................................................................................................	64
Item 4. Controls and Procedures...................................................................................................................................................................................................................................................	67

PART II Other Information

Item 1. Legal Proceedings...............................................................................................................................................................................................................................................................	67
Item 1A. Risk Factors.........................................................................................................................................................................................................................................................................	67
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.....................................................................................................................................................................................	71
Item 6. Exhibits.............................................................................................................................................................................................................	71

Signatures............................................................................................................................................................................................................................................................................................	72

This Form 10-Q contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are all statements other than statements of historical fact, including those statements that are identified by the use of the words “anticipates,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” and similar expressions. Forward-looking statements should be read with the cautionary statements and important factors included on page 6 of this Form 10-Q under the heading “Forward-looking Statements”.

GLOSSARY OF TERMS AND ABBREVIATIONS

We use the words “our,” “we” or “us” with respect to certain information that relates to all Ameren Companies, as defined below. When appropriate, subsidiaries of Ameren are named specifically as we discuss their various business activities.

AERG - AmerenEnergy Resources Generating Company, a CILCO subsidiary that operates a non-rate-regulated electric generation business in Illinois.

AFS - Ameren Energy Fuels and Services Company, a Development Company subsidiary that procures fuel and natural gas and manages the related risks for the Ameren Companies.

Ameren - Ameren Corporation and its subsidiaries on a consolidated basis. In references to financing activities, acquisition activities, or liquidity arrangements, Ameren is defined as Ameren Corporation, the parent.

Ameren Companies - The individual registrants within the Ameren consolidated group.

Ameren Energy - Ameren Energy, Inc., an Ameren Corporation subsidiary that serves as a power marketing and risk management agent for UE and Genco primarily for transactions of less than one year.

Ameren Services - Ameren Services Company, an Ameren Corporation subsidiary that provides support services to Ameren and its subsidiaries.

APB - Accounting Principles Board.

ARO - Asset retirement obligations.

Baseload - The minimum amount of electric power delivered or required over a given period of time at a steady rate.

Capacity factor - A percentage measure that indicates how much of an electric power generating unit’s capacity was used during a specific period.

CILCO - Central Illinois Light Company, a CILCORP subsidiary that operates a rate-regulated electric transmission and distribution business, a primarily non-rate-regulated electric generation business through AERG, and a rate-regulated natural gas transmission and distribution business, all in Illinois, as AmerenCILCO. CILCO owns all of the common stock of AERG.

CILCORP - CILCORP Inc., an Ameren Corporation subsidiary that operates as a holding company for CILCO and various non-rate-regulated subsidiaries.

CIPS - Central Illinois Public Service Company, an Ameren Corporation subsidiary that operates a rate-regulated electric and natural gas transmission and distribution business in Illinois as AmerenCIPS.

CT - Combustion turbine electric generation equipment used primarily for peaking capacity.

CUB - Citizens Utility Board.

Development Company - Ameren Energy Development Company, a Resources Company subsidiary and Genco parent, which primarily develops and constructs generating facilities for Genco.

DOE - Department of Energy, a U.S. government agency.

DRPlus - Ameren Corporation’s dividend reinvestment and direct stock purchase plan.

Dynegy - Dynegy Inc.

EEI - Electric Energy, Inc., an 80%-owned Ameren Corporation subsidiary (40% owned by UE and 40% owned by Development Company) that operates electric generation and transmission facilities in Illinois. The remaining 20% is owned by Kentucky Utilities Company.

ELPC - Environmental Law and Policy Center.

EPA - Environmental Protection Agency, a U.S. government agency.

Equivalent availability factor - A measure that indicates the percentage of time an electric power generating unit was available for service during a specific period.

ERISA - Employee Retirement Income Security Act of 1974, as amended.

Exchange Act - Securities Exchange Act of 1934, as amended.

FASB - Financial Accounting Standards Board, a rulemaking organization that establishes financial accounting and reporting standards in the United States.

FERC - The Federal Energy Regulatory Commission, a U.S. government agency.

FIN - FASB Interpretation Number. A FIN statement is an explanation intended to clarify accounting pronouncements previously issued by the FASB.

GAAP - Generally accepted accounting principles in the United States.

Genco - Ameren Energy Generating Company, a Development Company subsidiary that operates a non-rate-regulated electric generation business in Illinois and Missouri.

Gigawatthour - One thousand megawatthours.

Heating degree-days - The summation of negative differences between the mean daily temperature and a 65- degree Fahrenheit base. This statistic is useful as an indicator of demand for electricity and natural gas for winter space heating for residential and commercial customers.

ICC - Illinois Commerce Commission, a state agency that regulates the Illinois utility businesses and operations of CIPS, CILCO, and IP.

Illinois Customer Choice Law - Illinois Electric Service Customer Choice and Rate Relief Law of 1997, which provided for electric utility restructuring and introduced competition into the retail supply of electric energy in Illinois.

Illinois EPA - Illinois Environmental Protection Agency, a state government agency.

IP - Illinois Power Company, which was acquired from Dynegy by, and became a subsidiary of, Ameren Corporation on September 30, 2004. IP operates a rate-regulated electric and natural gas transmission and distribution business in Illinois as AmerenIP.

IP SPT - Illinois Power Special Purpose Trust, which was created as a subsidiary of Illinois Power Securitization Limited

Liability Company to issue TFNs as allowed under the Illinois Customer Choice Law. Pursuant to FIN 46R, IP SPT is a variable-interest entity, as the equity investment is not sufficient to permit IP SPT to finance its activities without additional subordinated debt.

Kilowatthour - A measure of electricity consumption equivalent to the use of 1,000 watts of power over a period of one hour.

LIBOR - London Interbank Offered Rate, an interest rate that banks charge each other for loans.

Marketing Company - Ameren Energy Marketing Company, a Development Company subsidiary that markets power, primarily for periods over one year.

Medina Valley - AmerenEnergy Medina Valley Cogen (No. 4) LLC and its subsidiaries, which are all Development Company subsidiaries, which indirectly own a 40-megawatt gas-fired electric generation plant.

Megawatthour - One thousand kilowatthours.

MGP - Manufactured gas plant.

MISO - Midwest Independent Transmission System Operator, Inc.

MISO Day Two Energy Market - A market that began operating on April 1, 2005. It uses market-based pricing, incorporating transmission congestion and line losses, to compensate market participants for power. The previous system required generators to make advance reservations for transmission service.

Missouri OPC - Missouri Office of the Public Counsel, which was established to represent the interests of Missouri utility customers in proceedings before the MoPSC.

Money pool - Borrowing agreements among Ameren and its subsidiaries to coordinate and provide for certain short-term cash and working capital requirements. Separate money pools are maintained between rate-regulated and non-rate-regulated businesses. These are referred to as the utility money pool and the non-state-regulated subsidiary money pool, respectively.

Moody’s - Moody’s Investors Service Inc., a credit rating agency.

MoPSC - Missouri Public Service Commission, a state agency that regulates the Missouri utility business and operations of UE.

NO_x - Nitrogen oxide.

Noranda - Noranda Aluminum, Inc.

NYMEX - New York Mercantile Exchange.

OCI - Other comprehensive income (loss) as defined by GAAP.

PJM - PJM Interconnection LLC.

PUHCA 1935 - The Public Utility Holding Company Act of 1935, which was repealed effective February 8, 2006, by the Energy Policy Act of 2005 enacted on August 8, 2005.

PUHCA 2005 - The Public Utility Holding Company Act of 2005, enacted as part of the Energy Policy Act of 2005, effective February 8, 2006.

Resources Company - Ameren Energy Resources Company, an Ameren Corporation subsidiary that consists of non-rate-regulated operations, including Development Company, Genco, Marketing Company, AFS, and Medina Valley.

S&P - Standard & Poor’s Ratings Services, a credit rating agency that is a division of The McGraw Hill Companies, Inc.

SEC - Securities and Exchange Commission, a U.S. government agency.

SFAS - Statement of Financial Accounting Standards, the accounting and financial reporting rules issued by the FASB.

SO₂- Sulfur dioxide.

TFN - Transitional Funding Trust Notes issued by IP SPT as allowed under Illinois’ deregulation legislation. IP must designate a portion of cash received from customer billings to pay the TFNs. The proceeds received by IP are remitted to IP SPT. The proceeds are restricted for the sole purpose of making payments of principal and interest on, and paying other fees and expenses related to, the TFNs. Since the application of FIN 46R, IP does not consolidate IP SPT. Therefore, the obligation to IP SPT appears on IP’s balance sheet.

UE - Union Electric Company, an Ameren Corporation subsidiary that operates a rate-regulated electric generation, transmission and distribution business, and a rate-regulated natural gas transmission and distribution business in Missouri, as AmerenUE.

_________________________________________________

FORWARD-LOOKING STATEMENTS

Statements in this report not based on historical facts are considered “forward-looking” and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, strategies, objectives, events, conditions, and financial performance. In connection with the “safe harbor” provi-sions of the Private Securities Litigation Reform Act of 1995, we are providing this cautionary statement to identify important factors that could cause actual results to differ materially from those anticipated. The following factors, in addition to those discussed elsewhere in this report and in our other filings with the SEC, could cause actual results to differ materially from management expectations suggested in such forward-looking statements:

·	regulatory actions, including changes in regulatory policies and ratemaking determinations;

·	the impact of changes to the joint dispatch agreement among UE, CIPS, and Genco;

·	changes in laws and other governmental actions, including monetary and fiscal policies;

the effects of increased competition in the future due to, among other things, deregulation of certain aspects of our business at both the state and federal levels, and the implementation of deregulation, such as when the current electric rate freeze and current power supply contracts expire in Illinois at the end of 2006;

·	the effects of participation in the MISO;

the availability of fuel such as coal, natural gas and enriched uranium used to produce electricity; the availability of purchased power and natural gas for distribution; and the level and volatility of future market prices for such commodities, including the ability to recover the costs for such commodities;

·	the effectiveness of our risk management strategies and the use of financial and derivative instruments;

·	prices for power in the Midwest;

·	business and economic conditions, including their impact on interest rates;

·	disruptions of the capital markets or other events that make the Ameren Companies’ access to necessary capital more difficult or costly;

·	the impact of the adoption of new accounting standards and the application of appropriate technical accounting rules and guidance;

·	actions of credit rating agencies and the effects of such actions;

·	weather conditions and other natural phenomena;

·	generation plant construction, installation and performance, including costs associated with UE’s Taum Sauk pumped-storage hydroelectric plant incident and its future operation;

·	operation of UE’s nuclear power facility, including planned and unplanned outages, and decommissioning costs;

·	the effects of strategic initiatives, including acquisitions and divestitures;

·	the impact of current environmental regulations on utilities and power generating companies and the expectation that more stringent requirements will be introduced over time, which could have a negative financial effect;

·	labor disputes and future wage and employee benefits costs, including changes in returns on benefit plan assets;

·	changes in the energy markets, environmental laws or regulations, interest rates, or other factors that could adversely affect assumptions in connection with the IP acquisition;

·	the impact of conditions imposed by regulators in connection with their approval of Ameren’s acquisition of IP;

·	the inability of our counterparties to meet their obligations with respect to contracts and financial instruments;

·	the cost and availability of transmission capacity for the energy generated by the Ameren Companies’ facilities or required to satisfy energy sales made by the Ameren Companies;

·	legal and administrative proceedings; and

·	acts of sabotage, war, terrorism or intentionally disruptive acts.

Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Except to the extent required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements to reflect new information or future events.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMEREN CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (In millions, except per share amounts)

	Three Months Ended March 31,
	2006			2005
Operating Revenues:
Electric	$	1,211		$	1,129
Gas		589			496
Other		-			1
Total operating revenues		1,800			1,626

Operating Expenses:
Fuel and purchased power		525			416
Gas purchased for resale		453			354
Other operations and maintenance		348			345
Depreciation and amortization		165			157
Taxes other than income taxes		113			91
Total operating expenses		1,604			1,363

Operating Income		196			263

Other Income and Expenses:
Miscellaneous income		4			7
Total other income		4			7

Interest Charges		76			74

Income Before Income Taxes, Minority Interest
and Preferred Dividends of Subsidiaries		124			196

Income Taxes		44			71

Income Before Minority Interest and Preferred Dividends of Subsidiaries		80			125

Minority Interest and Preferred Dividends of Subsidiaries		(10	)		(4	)

Net Income	$	70		$	121

Earnings per Common Share – Basic and Diluted	$	0.34		$	0.62
Dividends per Common Share	$	0.635		$	0.635
Average Common Shares Outstanding		204.8			195.3

The accompanying notes are an integral part of these consolidated financial statements.

AMEREN CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited) (In millions, except per share amounts)

	March 31,			December 31,
	2006			2005
ASSETS
Current Assets:
Cash and cash equivalents	$	29		$	96
Accounts receivable – trade (less allowance for doubtful
accounts of $30 and $22, respectively)		527			552
Unbilled revenue		290			382
Miscellaneous accounts and notes receivable		82			31
Materials and supplies		423			572
Other current assets		112			185
Total current assets		1,463			1,818
Property and Plant, Net		13,854			13,572
Investments and Other Assets:
Investments in leveraged leases		50			50
Nuclear decommissioning trust fund		259			250
Goodwill		976			976
Intangible assets		264			246
Other assets		627			419
Regulatory assets		821			831
Total investments and other assets		2,997			2,772
TOTAL ASSETS	$	18,314		$	18,162

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt	$	147		$	96
Short-term debt		467			193
Accounts and wages payable		338			706
Taxes accrued		129			131
Other current liabilities		418			361
Total current liabilities		1,499			1,487
Long-term Debt, Net		5,508			5,354
Preferred Stock of Subsidiary Subject to Mandatory Redemption		19			19
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		1,973			1,969
Accumulated deferred investment tax credits		126			129
Regulatory liabilities		1,151			1,132
Asset retirement obligations		524			518
Accrued pension and other postretirement benefits		804			760
Other deferred credits and liabilities		184			218
Total deferred credits and other liabilities		4,762			4,726
Preferred Stock of Subsidiaries Not Subject to Mandatory Redemption		195			195
Minority Interest in Consolidated Subsidiaries		17			17
Commitments and Contingencies (Notes 2, 8 and 9)
Stockholders' Equity:
Common stock, $.01 par value, 400.0 shares authorized,
205.2 and 204.7 shares outstanding, respectively		2			2
Other paid-in capital, principally premium on common stock		4,427			4,399
Retained earnings		1,939			1,999
Accumulated other comprehensive loss		(44	)		(24	)
Other		(10	)		(12	)
Total stockholders’ equity		6,314			6,364
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	18,314		$	18,162

The accompanying notes are an integral part of these consolidated financial statements.

AMEREN CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)

	Three Months Ended March 31,
	2006			2005
Cash Flows From Operating Activities:
Net income	$	70		$	121
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		154			135
Amortization of nuclear fuel		9			8
Amortization of debt issuance costs and premium/discounts		4			3
Deferred income taxes and investment tax credits, net		8			1
Other		7			(5	)
Changes in assets and liabilities, excluding the effects of acquisitions:
Receivables, net		104			20
Materials and supplies		151			60
Accounts and wages payable		(324	)		(168	)
Taxes accrued		(1	)		87
Assets, other		18			(1	)
Liabilities, other		40			46
Pension and other postretirement benefit obligations, net		47			50
Net cash provided by operating activities		287			357

Cash Flows From Investing Activities:
Capital expenditures		(179	)		(210	)
CT acquisitions		(292	)		-
Nuclear fuel expenditures		(24	)		(3	)
Other		1			11
Net cash used in investing activities		(494	)		(202	)

Cash Flows From Financing Activities:
Dividends on common stock		(130	)		(124	)
Short-term debt, net		274			4
Redemptions, repurchases, and maturities:
Long-term debt		(31	)		(189	)
Issuances:
Common stock		27			30
Long-term debt		-			85
Net cash provided by (used in) financing activities		140			(194	)

Net change in cash and cash equivalents		(67	)		(39	)
Cash and cash equivalents at beginning of year		96			69
Cash and cash equivalents at end of period	$	29		$	30

The accompanying notes are an integral part of these consolidated financial statements.

UNION ELECTRIC COMPANY
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (In millions)

	Three Months Ended
	March 31,
		2006			2005
Operating Revenues:
Electric	$	567		$	533
Gas		69			75
Total operating revenues		636			608

Operating Expenses:
Fuel and purchased power		192			144
Gas purchased for resale		44			45
Other operations and maintenance		171			181
Depreciation and amortization		80			76
Taxes other than income taxes		59			55
Total operating expenses		546			501

Operating Income		90			107

Other Income and Expenses:
Miscellaneous income		3			7
Miscellaneous expense		(2	)		(2	)
Total other income		1			5

Interest Charges		35			25

Income Before Income Taxes and Equity
in Income of Unconsolidated Investment		56			87

Income Taxes		19			31

Income Before Equity in Income
of Unconsolidated Investment		37			56

Equity in Income of Unconsolidated Investment		14			1

Net Income		51			57

Preferred Stock Dividends		1			1

Net Income Available to Common Stockholder	$	50		$	56

The accompanying notes as they relate to UE are an integral part of these consolidated financial statements.

UNION ELECTRIC COMPANY
CONSOLIDATED BALANCE SHEET
(Unaudited) (In millions, except per share amounts)

	March 31,			December 31,
	2006			2005
ASSETS
Current Assets:
Cash and cash equivalents	$	1		$	20
Accounts receivable – trade (less allowance for doubtful
accounts of $6 and $6, respectively)		152			190
Unbilled revenue		107			133
Miscellaneous accounts and notes receivable		61			7
Accounts receivable – affiliates		46			53
Current portion of intercompany note receivable – CIPS		6			6
Materials and supplies		190			199
Other current assets		50			57
Total current assets		613			665
Property and Plant, Net		7,668			7,379
Investments and Other Assets:
Nuclear decommissioning trust fund		259			250
Intercompany note receivable – CIPS		61			61
Intangible assets		63			63
Other assets		505			269
Regulatory assets		578			590
Total investments and other assets		1,466			1,233
TOTAL ASSETS	$	9,747		$	9,277

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt	$	11		$	4
Short-term debt		445			80
Borrowings from money pool		1			-
Accounts and wages payable		78			274
Accounts and wages payable – affiliates		99			134
Taxes accrued		76			59
Other current liabilities		146			96
Total current liabilities		856			647
Long-term Debt, Net		2,931			2,698
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		1,285			1,277
Accumulated deferred investment tax credits		94			96
Regulatory liabilities		807			802
Asset retirement obligations		471			466
Accrued pension and other postretirement benefits		222			203
Other deferred credits and liabilities		59			72
Total deferred credits and other liabilities		2,938			2,916
Commitments and Contingencies (Notes 2, 8 and 9)
Stockholders' Equity:
Common stock, $5 par value, 150.0 shares authorized – 102.1 shares outstanding		511			511
Preferred stock not subject to mandatory redemption		113			113
Other paid-in capital, principally premium on common stock		734			733
Retained earnings		1,697			1,689
Accumulated other comprehensive loss		(33	)		(30	)
Total stockholders' equity		3,022			3,016
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	9,747		$	9,277

The accompanying notes as they relate to UE are an integral part of these consolidated financial statements.

UNION ELECTRIC COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)

	Three Months Ended
	March 31,
	2006			2005
Cash Flows From Operating Activities:
Net income	$	51		$	57
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		80			76
Amortization of nuclear fuel		9			8
Amortization of debt issuance costs and premium/discounts		1			2
Deferred income taxes and investment tax credits, net		11			(13	)
Other		(1	)		2
Changes in assets and liabilities:
Receivables, net		55			26
Materials and supplies		11			17
Accounts and wages payable		(202	)		(153	)
Taxes accrued		17			57
Assets, other		10			9
Liabilities, other		(1	)		(1	)
Pension and other postretirement obligations, net		19			20
Net cash provided by operating activities		60			107

Cash Flows From Investing Activities:
Capital expenditures		(88	)		(117	)
CT acquisitions		(292	)		-
Nuclear fuel expenditures		(24	)		(3	)
Changes in money pool advances		-			(64	)
Other		1			(1	)
Net cash used in investing activities		(403	)		(185	)

Cash Flows From Financing Activities:
Dividends on common stock		(42	)		(60	)
Dividends on preferred stock		(1	)		(1	)
Capital issuance costs		-			(1	)
Changes in short-term debt, net		365			9
Changes in money pool borrowings		1			-
Issuance of long-term debt		-			85
Capital contribution from parent		1			-
Net cash provided by financing activities		324			32

Net change in cash and cash equivalents		(19	)		(46	)
Cash and cash equivalents at beginning of year		20			48
Cash and cash equivalents at end of period	$	1		$	2

The accompanying notes as they relate to UE are an integral part of these consolidated financial statements.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
STATEMENT OF INCOME
(Unaudited) (In millions)

	Three Months Ended
	March 31,
	2006			2005
Operating Revenues:
Electric	$	160		$	128
Gas		97			84
Total operating revenues		257			212

Operating Expenses:
Purchased power		117			86
Gas purchased for resale		72			59
Other operations and maintenance		38			33
Depreciation and amortization		16			13
Taxes other than income taxes		12			8
Total operating expenses		255			199

Operating Income		2			13

Other Income and Expenses:
Miscellaneous income		5			5
Miscellaneous expense		(1	)		-
Total other income		4			5

Interest Charges		7			7

Income (Loss) Before Income Taxes		(1	)		11

Income Taxes		-			3

Net Income (Loss)		(1	)		8

Preferred Stock Dividends		1			1

Net Income (Loss) Available to Common Stockholder	$	(2	)	$	7

The accompanying notes as they relate to CIPS are an integral part of these financial statements.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
BALANCE SHEET
(Unaudited) (In millions)
	March 31,			December 31,
	2006			2005
ASSETS
Current Assets:
Accounts receivable – trade (less allowance for doubtful
accounts of $6 and $4, respectively)	$	75		$	70
Unbilled revenue		52			71
Accounts receivable – affiliates		9			18
Current portion of intercompany note receivable – Genco		34			34
Current portion of intercompany tax receivable – Genco		10			10
Advances to money pool		47			-
Materials and supplies		39			75
Other current assets		15			28
Total current assets		281			306
Property and Plant, Net		1,133			1,130
Investments and Other Assets:
Intercompany note receivable – Genco		163			163
Intercompany tax receivable – Genco		122			125
Other assets		16			24
Regulatory assets		36			36
Total investments and other assets		337			348
TOTAL ASSETS	$	1,751		$	1,784

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt	$	20		$	20
Accounts and wages payable		28			36
Accounts and wages payable – affiliates		51			65
Borrowings from money pool		-			2
Current portion of intercompany note payable – UE		6			6
Taxes accrued		16			26
Other current liabilities		42			43
Total current liabilities		163			198
Long-term Debt, Net		410			410
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes and investment tax credits, net		309			302
Intercompany note payable – UE		61			61
Regulatory liabilities		205			208
Other deferred credits and liabilities		40			36
Total deferred credits and other liabilities		615			607
Commitments and Contingencies (Notes 2 and 8)
Stockholders' Equity:
Common stock, no par value, 45.0 shares authorized – 25.5 shares outstanding		-			-
Other paid-in capital		189			189
Preferred stock not subject to mandatory redemption		50			50
Retained earnings		327			329
Accumulated other comprehensive income (loss)		(3	)		1
Total stockholders' equity		563			569
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,751		$	1,784

The accompanying notes as they relate to CIPS are an integral part of these financial statements.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
STATEMENT OF CASH FLOWS
(Unaudited) (In millions)

	Three Months Ended
	March 31,
	2006			2005
Cash Flows From Operating Activities:
Net income (loss)	$	(1	)	$	8
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization		16			13
Deferred income taxes and investment tax credits, net		(2	)		(2	)
Other		(1	)		4
Changes in assets and liabilities:
Receivables, net		26			5
Materials and supplies		36			31
Accounts and wages payable		(21	)		(9	)
Taxes accrued		(10	)		7
Assets, other		22			9
Liabilities, other		2			-
Net cash provided by operating activities		67			66

Cash Flows From Investing Activities:
Capital expenditures		(17	)		(10	)
Changes in money pool advances		(47	)		-
Net cash used in investing activities		(64	)		(10	)

Cash Flows From Financing Activities:
Dividends on preferred stock		(1	)		(1	)
Changes in money pool borrowings		(2	)		(55	)
Net cash used in financing activities		(3	)		(56	)

Net change in cash and cash equivalents		-			-
Cash and cash equivalents at beginning of year		-			2
Cash and cash equivalents at end of period	$	-		$	2

The accompanying notes as they relate to CIPS are an integral part of these financial statements.

AMEREN ENERGY GENERATING COMPANY
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (In millions)

		Three Months Ended March 31,
		2006		2005
Operating Revenues:
Electric	$	247	$	225
Total operating revenues		247		225

Operating Expenses:
Fuel and purchased power		165		99
Other operations and maintenance		32		38
Depreciation and amortization		18		19
Taxes other than income taxes		6		(2	)
Total operating expenses		221		154

Operating Income		26		71

Interest Charges		15		21

Income Before Income Taxes		11		50

Income Taxes		5		19

Net Income	$	6	$	31

The accompanying notes as they relate to GENCO are an integral part of these consolidated financial statements.

AMEREN ENERGY GENERATING COMPANY
CONSOLIDATED BALANCE SHEET
(Unaudited) (In millions, except shares)

		March 31,			December 31,
		2006			2005
ASSETS
Current Assets:
Accounts receivable – affiliates	$	88		$	102
Accounts receivable		15			29
Materials and supplies		85			73
Other current assets		1			1
Total current assets		189			205
Property and Plant, Net		1,500			1,514
Intangible Assets		96			79
Other Assets		13			13
TOTAL ASSETS	$	1,798		$	1,811

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Current portion of intercompany notes payable – CIPS	$	34		$	34
Borrowings from money pool		195			203
Accounts and wages payable		23			41
Accounts and wages payable – affiliates		84			60
Current portion of intercompany tax payable – CIPS		10			10
Taxes accrued		34			37
Other current liabilities		23			16
Total current liabilities		403			401
Long-term Debt, Net		474			474
Intercompany Notes Payable – CIPS		163			163
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		156			156
Accumulated deferred investment tax credits		10			10
Intercompany tax payable – CIPS		122			125
Asset retirement obligations		29			29
Accrued pension and other postretirement benefits		10			8
Other deferred credits and liabilities		2			1
Total deferred credits and other liabilities		329			329
Commitments and Contingencies (Notes 2 and 8)
Stockholder's Equity:
Common stock, no par value, 10,000 shares authorized – 2,000 shares outstanding		-			-
Other paid-in capital		228			228
Retained earnings		204			220
Accumulated other comprehensive loss		(3	)		(4	)
Total stockholder's equity		429			444
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	1,798		$	1,811

The accompanying notes as they relate to GENCO are an integral part of these consolidated financial statements.

AMEREN ENERGY GENERATING COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)

	Three Months Ended
	March 31,
	2006			2005
Cash Flows From Operating Activities:
Net income	$	6		$	31
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		18			19
Deferred income taxes and investment tax credits, net		(1	)		6
Other		1			(1	)
Changes in assets and liabilities:
Accounts receivable		28			(13	)
Materials and supplies		(12	)		(51	)
Accounts and wages payable		11			28
Taxes accrued, net		(3	)		(1	)
Assets, other		(16	)		6
Liabilities, other		6			12
Pension and other postretirement obligations, net		2			2
Net cash provided by operating activities		40			38

Cash Flows From Investing Activities:
Capital expenditures		(10	)		(24	)
Net cash used in investing activities		(10	)		(24	)

Cash Flows From Financing Activities:
Dividends on common stock		(22	)		(14	)
Changes in money pool borrowings		(8	)		(1	)
Net cash used in financing activities		(30	)		(15	)

Net change in cash and cash equivalents		-			(1	)
Cash and cash equivalents at beginning of year		-			1
Cash and cash equivalents at end of period	$	-		$	-

The accompanying notes as they relate to GENCO are an integral part of these consolidated financial statements.

CILCORP INC.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (In millions)

	Three Months Ended
	March 31,
	2006			2005
Operating Revenues:
Electric	$	92		$	93
Gas		150			128
Other		-			1
Total operating revenues		242			222

Operating Expenses:
Fuel and purchased power		26			33
Gas purchased for resale		119			94
Other operations and maintenance		41			42
Depreciation and amortization		22			18
Taxes other than income taxes		9			7
Total operating expenses		217			194

Operating Income		25			28

Other Expenses:
Miscellaneous expense		(1	)		(2	)
Total other expenses		(1	)		(2	)

Interest Charges		12			12

Income Before Income Taxes & Preferred Dividends of
Subsidiaries		12			14

Income Taxes		3			4

Income Before Preferred Dividends of Subsidiaries		9			10

Preferred Dividends of Subsidiaries		1			1

Net Income	$	8		$	9

The accompanying notes as they relate to CILCORP are an integral part of these consolidated financial statements.

CILCORP INC.
CONSOLIDATED BALANCE SHEET
(Unaudited) (In millions, except shares)

	March 31,		December 31,
	2006		2005

ASSETS
Current Assets:
Cash and cash equivalents	$	3	$	3
Accounts receivable – trade (less allowance for doubtful
accounts of $7 and $5, respectively)		75		61
Unbilled revenue		46		59
Accounts receivables – affiliates		12		18
Note receivable – Resources Company		42		42
Materials and supplies		39		85
Other current assets		23		50
Total current assets		240		318
Property and Plant, Net		1,206		1,212
Investments and Other Assets:
Investments in leveraged leases		21		21
Goodwill		575		575
Intangible assets		64		62
Other assets		18		35
Regulatory assets		11		11
Total investments and other assets		689		704
TOTAL ASSETS	$	2,135	$	2,234

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Current maturities of long-term debt	$	50	$	-
Borrowings from money pool		160		154
Intercompany note payable – Ameren		191		186
Accounts and wages payable		35		81
Accounts and wages payable – affiliates		19		28
Other current liabilities		66		55
Total current liabilities		521		504
Long-term Debt, Net		479		534
Preferred Stock of Subsidiary Subject to Mandatory Redemption		19		19
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		157		163
Accumulated deferred investment tax credits		8		9
Regulatory liabilities		43		41
Accrued pension and other postretirement benefits		254		251
Other deferred credits and liabilities		26		31
Total deferred credits and other liabilities		488		495
Preferred Stock of Subsidiary Not Subject to Mandatory Redemption		19		19
Commitments and Contingencies (Notes 2 and 8)
Stockholder's Equity:
Common stock, no par value, 10,000 shares authorized – 1,000 shares outstanding		-		-
Other paid-in capital		598		640
Retained earnings		-		-
Accumulated other comprehensive income		11		23
Total stockholder's equity		609		663
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	2,135	$	2,234

The accompanying notes as they relate to CILCORP are an integral part of these consolidated financial statements.

CILCORP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)


	Three Months Ended
	March 31,
	2006			2005
Cash Flows From Operating Activities:
Net income	$	8		$	9
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		20			18
Deferred income taxes and investment tax credits		(2	)		(8	)
Other		2			8
Changes in assets and liabilities:
Receivables, net		5			4
Materials and supplies		46			14
Accounts and wages payable		(49	)		(24	)
Taxes accrued		13			(9	)
Assets, other		13			13
Liabilities, other		2			11
Pension and postretirement benefit obligations, net		3			5
Net cash provided by operating activities		61			41

Cash Flows From Investing Activities:
Capital expenditures		(19	)		(19	)
Changes in money pool advances		-			4
Other		-			2
Net cash used in investing activities		(19	)		(13	)

Cash Flows From Financing Activities: