Edgar Filing: CENTRAL ILLINOIS LIGHT CO

ameren10q3312008.htm

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, 2008

( ) 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
	(888) 789-2477

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, a non-accelerated filer or a smaller reporting company. See definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.

	Large Accelerated Filer	Accelerated Filer	Non-Accelerated Filer	Smaller Reporting Company
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 April 30, 2008, was as follows:

Ameren Corporation	Common stock, $.01 par value per share – 209,474,844

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 Resources Company, LLC (parent company of the registrant and 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..........................................................................................................................................................................................................................................	7

PART I Financial Information

Item 1. Financial Statements (Unaudited)
Ameren Corporation
Consolidated Statement of Income...............................................................................................................................................................................................................	9
Consolidated Balance Sheet..........................................................................................................................................................................................................................	10
Consolidated Statement of Cash Flows.......................................................................................................................................................................................................	11
Union Electric Company
Consolidated Statement of Income...............................................................................................................................................................................................................	12
Consolidated Balance Sheet..........................................................................................................................................................................................................................	13
Consolidated Statement of Cash Flows.......................................................................................................................................................................................................	14
Central Illinois Public Service Company
Statement of Income.......................................................................................................................................................................................................................................	15
Balance Sheet..................................................................................................................................................................................................................................................	16
Statement of Cash Flows................................................................................................................................................................................................................................	17
Ameren Energy Generating Company
Consolidated Statement of Income...............................................................................................................................................................................................................	18
Consolidated Balance Sheet..........................................................................................................................................................................................................................	19
Consolidated Statement of Cash Flows.......................................................................................................................................................................................................	20
CILCORP Inc.
Consolidated Statement of Income...............................................................................................................................................................................................................	21
Consolidated Balance Sheet..........................................................................................................................................................................................................................	22
Consolidated Statement of Cash Flows.......................................................................................................................................................................................................	23
Central Illinois Light Company
Consolidated Statement of Income..............................................................................................................................................................................................................	24
Consolidated Balance Sheet.........................................................................................................................................................................................................................	25
Consolidated Statement of Cash Flows.......................................................................................................................................................................................................	26
Illinois Power Company
Consolidated Statement of Income..............................................................................................................................................................................................................	27
Consolidated Balance Sheet..........................................................................................................................................................................................................................	28
Consolidated Statement of Cash Flows.......................................................................................................................................................................................................	29

Combined Notes to Financial Statements....................................................................................................................................................................................................	30

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations............................................................................................................	58
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................................................................................................................................................	78
Item 4 and
Item 4T. Controls and Procedures...............................................................................................................................................................................................................................	82

PART II Other Information

Item 1. Legal Proceedings...........................................................................................................................................................................................................................................	83
Item 1A. Risk Factors......................................................................................................................................................................................................................................................	83
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.................................................................................................................................................................	83
Item 6. Exhibits..............................................................................................................................................................................................................................................................	84

Signatures.........................................................................................................................................................................................................................................................................	87

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 should be read with the cautionary statements and important factors included on page 7 of this Form 10-Q under the heading “Forward-looking Statements.” 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.

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 Resources 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 Illinois Utilities – CIPS, IP and the rate-regulated electric and gas utility operations of CILCO.

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

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 and natural gas transmission and distribution business and a non-rate-regulated electric generation business through AERG, 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.

CIPSCO – CIPSCO Inc., the former parent of CIPS.

CO2 – Carbon dioxide.

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

Development Company – Ameren Energy Development Company, which was an Ameren Energy Resources Company subsidiary, and parent of Genco, Marketing Company, AFS, and Medina Valley. It was eliminated in an internal reorganization in February 2008.

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 that operates non-rate-regulated electric generation facilities and FERC-regulated transmission facilities in Illinois. Prior to February 29, 2008, EEI was 40% owned by UE and 40% owned by Development Company. On February 29, 2008, UE’s 40% ownership interest and Development Company’s 40% ownership interest were transferred to Resources Company. The remaining 20% is owned by Kentucky Utilities Company.

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 period.

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

Fitch – Fitch Ratings, a credit rating agency.

Form 10-K – The combined Annual Report on Form 10-K for the year ended December 31, 2007, filed by the Ameren Companies with the SEC.

FSP – FASB Staff Position, which provides application guidance on FASB literature.

FTRs – Financial transmission rights, financial instruments that entitle the holder to pay or receive compensation for certain congestion-related transmission charges between two designated points.

GAAP – Generally accepted accounting principles in the United States of America.

Genco – Ameren Energy Generating Company, a Resources 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 the rate-regulated 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 electric settlement agreement – A comprehensive settlement of issues in Illinois arising out of the end of ten years of frozen electric rates, as of January 2, 2007. The Illinois electric settlement agreement, which became effective on August 28, 2007, was designed to avoid new rate rollback and freeze legislation and legislation that would impose a tax on electric generation in Illinois. The settlement addresses the issue of future power procurement, and it includes a comprehensive rate relief and customer assistance program.

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

Illinois Regulated – A financial reporting segment consisting of the regulated electric and gas transmission and distribution businesses of CIPS, CILCO and IP.

IP – Illinois Power Company, an Ameren Corporation subsidiary. IP operates a rate-regulated electric and natural gas transmission and distribution business in Illinois as AmerenIP.

IP LLC – Illinois Power Securitization Limited Liability Company, which is a special-purpose Delaware limited-liability company.

IP SPT – Illinois Power Special Purpose Trust, which was created as a subsidiary of IP LLC to issue TFNs as allowed under the Illinois Customer Choice Law. 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.

IPA – Illinois Power Agency, a state government agency that has broad authority to assist in the procurement of electric power for residential and nonresidential customers beginning in June 2009.

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

Marketing Company – Ameren Energy Marketing Company, a Resources Company subsidiary that markets power for Genco, AERG and EEI.

Medina Valley – AmerenEnergy Medina Valley Cogen L.L.C., a Resources Company subsidiary, which owns 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 uses market-based pricing, incorporating transmission congestion and line losses, to compensate market participants for power.

Missouri Regulated – A financial reporting segment consisting of UE’s rate-regulated businesses.

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 maintained for rate-regulated and non-rate-regulated business 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.

Non-rate-regulated Generation – A financial reporting segment consisting of the operations or activities of Genco, CILCORP holding company, AERG, EEI and Marketing Company.

NOx – Nitrogen oxide.

NRC – Nuclear Regulatory Commission, a U.S. government agency.

NYMEX – New York Mercantile Exchange.

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

Off-system revenues – Revenues from nonnative load sales.

PGA – Purchased Gas Adjustment tariffs, which allow the passing through of the actual cost of natural gas to utility customers.

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

Regulatory lag – Adjustments to retail electric and natural gas rates are based on historic cost levels and rate increase requests can take up to 11 months to be granted by the MoPSC and the ICC. As a result, revenue increases authorized by regulators will lag behind changing costs.

Resources Company – Ameren Energy Resources Company, LLC, an Ameren Corporation subsidiary that consists of non-rate-regulated operations, including Genco, Marketing Company, EEI, AFS, and Medina Valley. It is the successor to Ameren Energy Resources Company, which was eliminated in an internal reorganization in February 2008.

RTO – Regional Transmission Organization.

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 the Illinois Customer Choice Law. 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” provisions 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 under Risk Factors and 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 or legislative actions, including changes in regulatory policies and ratemaking determinations, such as the outcome of pending UE, CIPS, CILCO and IP rate proceedings or future legislative actions that seek to limit or reverse rate increases;

·	uncertainty as to the effect of implementation of the Illinois electric settlement agreement on Ameren, the Ameren Illinois Utilities, Genco and AERG, including implementation of a new power procurement process in Illinois that began in 2008;

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

·	changes in laws or regulations that adversely affect the ability of electric distribution companies and other purchasers of wholesale electricity to pay their suppliers, including UE and Marketing Company;

·	enactment of legislation taxing electric generators, in Illinois or elsewhere;

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 occurred when the electric rate freeze and power supply contracts expired 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, including forward prices;

·	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;

·	the impact of system outages caused by severe weather conditions or other events;

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

·	recoverability through insurance of costs associated with UE’s Taum Sauk pumped-storage hydroelectric plant incident;

·	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, including those related to greenhouse gases, will be introduced over time, which could have a negative financial effect;

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

·	the inability of our counterparties and affiliates 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 update or revise publicly 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,
	2008			2007
Operating Revenues:
Electric	$	1,467		$	1,463
Gas		612			561
Total operating revenues		2,079			2,024
Operating Expenses:
Fuel		302			263
Purchased power		287			373
Gas purchased for resale		459			421
Other operations and maintenance		423			389
Depreciation and amortization		176			183
Taxes other than income taxes		113			102
Total operating expenses		1,760			1,731
Operating Income		319			293
Other Income and Expenses:
Miscellaneous income		21			16
Miscellaneous expense		(4	)		(5	)
Total other income		17			11
Interest Charges		100			100
Income Before Income Taxes, Minority Interest, and
Preferred Dividends of Subsidiaries		236			204
Income Taxes		87			71
Income Before Minority Interest and Preferred Dividends of Subsidiaries		149			133
Minority Interest and Preferred Dividends of Subsidiaries		11			10
Net Income	$	138		$	123
Earnings per Common Share – Basic and Diluted	$	0.66		$	0.59
Dividends per Common Share	$	0.635		$	0.635
Average Common Shares Outstanding		208.7			206.6

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,
	2008			2007
ASSETS
Current Assets:
Cash and cash equivalents	$	186		$	355
Accounts receivable – trade (less allowance for doubtful
accounts of $38 and $22, respectively)		656			570
Unbilled revenue		318			359
Miscellaneous accounts and notes receivable		315			280
Materials and supplies		556			735
Other current assets		272			181
Total current assets		2,303			2,480
Property and Plant, Net		15,294			15,069
Investments and Other Assets:
Nuclear decommissioning trust fund		291			307
Goodwill		831			831
Intangible assets		189			198
Regulatory assets		1,149			1,158
Other assets		701			685
Total investments and other assets		3,161			3,179
TOTAL ASSETS	$	20,758		$	20,728

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt	$	823		$	221
Short-term debt		1,617			1,472
Accounts and wages payable		443			687
Taxes accrued		88			84
Other current liabilities		539			438
Total current liabilities		3,510			2,902
Long-term Debt, Net		5,066			5,691
Preferred Stock of Subsidiary Subject to Mandatory Redemption		16			16
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		1,989			2,046
Accumulated deferred investment tax credits		106			109
Regulatory liabilities		1,328			1,240
Asset retirement obligations		569			562
Accrued pension and other postretirement benefits		856			839
Other deferred credits and liabilities		346			354
Total deferred credits and other liabilities		5,194			5,150
Preferred Stock of Subsidiaries Not Subject to Mandatory Redemption		195			195
Minority Interest in Consolidated Subsidiaries		23			22
Commitments and Contingencies (Notes 2, 8, 9, and 10)
Stockholders' Equity:
Common stock, $.01 par value, 400.0 shares authorized –
shares outstanding of 209.4 and 208.3, respectively		2			2
Other paid-in capital, principally premium on common stock		4,656			4,604
Retained earnings		2,115			2,110
Accumulated other comprehensive income (loss)		(19	)		36
Total stockholders’ equity		6,754			6,752
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	20,758		$	20,728

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,
	2008			2007
Cash Flows From Operating Activities:
Net income	$	138		$	123
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sales of emission allowances		(2	)		(4	)
Mark-to-market (gain) loss on derivatives		(16	)		4
Depreciation and amortization		180			182
Amortization of nuclear fuel		11			9
Amortization of debt issuance costs and premium/discounts		5			5
Deferred income taxes and investment tax credits, net		23			(12	)
Minority interest		8			7
Other		(1	)		6
Changes in assets and liabilities:
Receivables		(78	)		(193	)
Materials and supplies		179			158
Accounts and wages payable		(106	)		(81	)
Taxes accrued		4			77
Assets, other		(25	)		19
Liabilities, other		(16	)		37
Pension and other postretirement benefit obligations		22			21
Net cash provided by operating activities		326			358
Cash Flows From Investing Activities:
Capital expenditures		(420	)		(357	)
Nuclear fuel expenditures		(102	)		(23	)
Purchases of securities – nuclear decommissioning trust fund		(89	)		(47	)
Sales of securities – nuclear decommissioning trust fund		86			43
Purchases of emission allowances		(2	)		(5	)
Sales of emission allowances		-			2
Other		-			1
Net cash used in investing activities		(527	)		(386	)
Cash Flows From Financing Activities:
Dividends on common stock		(133	)		(131	)
Short-term debt, net		145			341
Dividends paid to minority interest holder		(7	)		(5	)
Redemptions, repurchases, and maturities:
Long-term debt		(19	)		(174	)
Issuances:
Common stock		46			21
Net cash provided by financing activities		32			52
Net change in cash and cash equivalents		(169	)		24
Cash and cash equivalents at beginning of year		355			137
Cash and cash equivalents at end of period	$	186		$	161

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,
	2008			2007
Operating Revenues:
Electric – excluding off-system	$	490		$	451
Electric – off-system		151			122
Gas		83			76
Other		-			1
Total operating revenues		724			650
Operating Expenses:
Fuel		147			125
Purchased power		53			40
Gas purchased for resale		55			49
Other operations and maintenance		217			224
Depreciation and amortization		81			87
Taxes other than income taxes		60			57
Total operating expenses		613			582
Operating Income		111			68
Other Income and Expenses:
Miscellaneous income		14			10
Miscellaneous expense		(2	)		(2	)
Total other income		12			8
Interest Charges		41			48
Income Before Income Taxes and Equity
in Income of Unconsolidated Investment		82			28
Income Taxes		29			9
Income Before Equity in Income
of Unconsolidated Investment		53			19
Equity in Income of Unconsolidated Investment,
Net of Taxes		11			14
Net Income		64			33
Preferred Stock Dividends		1			1
Net Income Available to Common Stockholder	$	63		$	32

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,
	2008			2007
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	185
Accounts receivable – trade (less allowance for doubtful
accounts of $8 and $6, respectively)		205			191
Unbilled revenue		102			118
Miscellaneous accounts and notes receivable		246			213
Advances to money pool		36			15
Accounts receivable – affiliates		17			90
Materials and supplies		302			301
Other current assets		85			50
Total current assets		993			1,163
Property and Plant, Net		8,339			8,189
Investments and Other Assets:
Nuclear decommissioning trust fund		291			307
Intangible assets		54			56
Regulatory assets		711			697
Other assets		374			491
Total investments and other assets		1,430			1,551
TOTAL ASSETS	$	10,762		$	10,903

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt	$	381		$	152
Short-term debt		208			82
Intercompany note payable – Ameren		122			-
Accounts and wages payable		135			315
Accounts payable – affiliates		75			212
Taxes accrued		49			78
Other current liabilities		204			209
Total current liabilities		1,174			1,048
Long-term Debt, Net		2,979			3,208
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		1,281			1,273
Accumulated deferred investment tax credits		84			85
Regulatory liabilities		883			865
Asset retirement obligations		482			476
Accrued pension and other postretirement benefits		303			297
Other deferred credits and liabilities		41			50
Total deferred credits and other liabilities		3,074			3,046
Commitments and Contingencies (Notes 2, 8, 9 and 10)
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		1,119			1,119
Retained earnings		1,799			1,855
Accumulated other comprehensive income (loss)		(7	)		3
Total stockholders' equity		3,535			3,601
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	10,762		$	10,903

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,
	2008			2007
Cash Flows From Operating Activities:
Net income	$	64		$	33
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sales of emission allowances		(1	)		(3	)
Mark-to-market (gain) on derivatives		(12	)		(2	)
Depreciation and amortization		81			87
Amortization of nuclear fuel		11			9
Amortization of debt issuance costs and premium/discounts		1			1
Deferred income taxes and investment tax credits, net		15			9
Other		(4	)		2
Changes in assets and liabilities:
Receivables		52			(50	)
Materials and supplies		(1	)		2
Accounts and wages payable		(252	)		(188	)
Taxes accrued		(29	)		29
Assets, other		83			55
Liabilities, other		(50	)		(41	)
Pension and other postretirement benefit obligations		11			7
Net cash used in operating activities		(31	)		(50	)
Cash Flows From Investing Activities:
Capital expenditures		(197	)		(200	)
Nuclear fuel expenditures		(102	)		(23	)
Changes in money pool advances		(21	)		4
Purchases of securities – nuclear decommissioning trust fund		(89	)		(47	)
Sales of securities – nuclear decommissioning trust fund		85			43
Sales of emission allowances		-			2
Net cash used in investing activities		(324	)		(221	)
Cash Flows From Financing Activities:
Dividends on common stock		(77	)		(80	)
Dividends on preferred stock		(1	)		(1	)
Short-term debt, net		126			214
Intercompany note payable – Ameren, net		122			137
Net cash provided by financing activities		170			270
Net change in cash and cash equivalents		(185	)		(1	)
Cash and cash equivalents at beginning of year		185			1
Cash and cash equivalents at end of period	$	-		$	-

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,
	2008		2007
Operating Revenues:
Electric	$	180	$	211
Gas		110		101
Other		-		2
Total operating revenues		290		314
Operating Expenses:
Purchased power		123		148
Gas purchased for resale		80		74
Other operations and maintenance		50		43
Depreciation and amortization		17		17
Taxes other than income taxes		12		9
Total operating expenses		282		291
Operating Income		8		23
Miscellaneous Income		3		3
Interest Charges		7		8
Income Before Income Taxes		4		18
Income Taxes		1		6
Net Income		3		12
Preferred Stock Dividends		1		1
Net Income Available to Common Stockholder	$	2	$	11

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,
	2008		2007
ASSETS
Current Assets:
Cash and cash equivalents	$	18	$	26
Accounts receivable – trade (less allowance for doubtful
accounts of $9 and $5, respectively)		101		62
Unbilled revenue		48		66
Accounts receivable – affiliates		24		9
Current portion of intercompany note receivable – Genco		39		39
Current portion of intercompany tax receivable – Genco		9		9
Materials and supplies		20		66
Other current assets		55		35
Total current assets		314		312
Property and Plant, Net		1,179		1,174
Investments and Other Assets:
Intercompany note receivable – Genco		87		87
Intercompany tax receivable – Genco		103		105
Regulatory assets		109		113
Other assets		54		69
Total investments and other assets		353		374
TOTAL ASSETS	$	1,846	$	1,860

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt	$	50	$	15
Short-term debt		85		125
Accounts and wages payable		36		44
Accounts payable – affiliates		15		19
Taxes accrued		14		8
Other current liabilities		63		47
Total current liabilities		263		258
Long-term Debt, Net		421		456
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes and investment tax credits, net		266		269
Regulatory liabilities		280		265
Accrued pension and other postretirement benefits		67		67
Other deferred credits and liabilities		30		28
Total deferred credits and other liabilities		643		629
Commitments and Contingencies (Notes 2, 8 and 9)
Stockholders' Equity:
Common stock, no par value, 45.0 shares authorized – 25.5 shares outstanding		-		-
Other paid-in capital		191		191
Preferred stock not subject to mandatory redemption		50		50
Retained earnings		278		276
Total stockholders' equity		519		517
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,846	$	1,860

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,
	2008			2007
Cash Flows From Operating Activities:
Net income	$	3		$	12
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		17			17
Deferred income taxes and investment tax credits, net		(5	)		(2	)
Other		-			(1	)
Changes in assets and liabilities:
Receivables		(34	)		(39	)
Materials and supplies		46			38
Accounts and wages payable		(10	)		(31	)
Taxes accrued		6			4
Assets, other		21			9
Liabilities, other		9			3
Pension and other postretirement benefit obligations		2			-
Net cash provided by operating activities		55			10
Cash Flows From Investing Activities:
Capital expenditures		(22	)		(20	)
Changes in money pool advances		-			(14	)
Net cash used in investing activities		(22	)		(34	)
Cash Flows From Financing Activities:
Dividends on preferred stock		(1	)		(1	)
Short-term debt, net		(40	)		65
Net cash provided by (used in) financing activities		(41	)		64
Net change in cash and cash equivalents		(8	)		40
Cash and cash equivalents at beginning of year		26			6
Cash and cash equivalents at end of period	$	18		$	46

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,
	2008		2007

Operating Revenues	$	231	$	243
Operating Expenses:
Fuel		88		81
Purchased power		-		21
Other operations and maintenance		40		34
Depreciation and amortization		16		18
Taxes other than income taxes		6		6
Total operating expenses		150		160
Operating Income		81		83
Miscellaneous Income		2		-
Interest Charges		9		14
Income Before Income Taxes		74		69
Income Taxes		28		26
Net Income	$	46	$	43

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,
	2008			2007
ASSETS
Current Assets:
Cash and cash equivalents	$	2		$	2
Accounts receivable – affiliates		107			93
Accounts receivable – trade		13			12
Materials and supplies		97			93
Other current assets		9			4
Total current assets		228			204
Property and Plant, Net		1,700			1,683
Intangible Assets		58			63
Other Assets		5			18
TOTAL ASSETS	$	1,991		$	1,968

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Short-term debt	$	150		$	100
Current portion of intercompany note payable – CIPS		39			39
Borrowings from money pool		9			54
Accounts and wages payable		39			61
Accounts payable – affiliates		45			57
Current portion of intercompany tax payable – CIPS		9			9
Taxes accrued		29			15
Other current liabilities		56			30
Total current liabilities		376			365
Long-term Debt, Net		474			474
Intercompany Note Payable – CIPS		87			87
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		163			161
Accumulated deferred investment tax credits		7			7
Intercompany tax payable – CIPS		103			105
Asset retirement obligations		48			47
Accrued pension and other postretirement benefits		32			32
Other deferred credits and liabilities		34			42
Total deferred credits and other liabilities		387			394
Commitments and Contingencies (Notes 2, 8 and 9)
Stockholder's Equity:
Common stock, no par value, 10,000 shares authorized – 2,000 shares outstanding		-			-
Other paid-in capital		503			503
Retained earnings		189			167
Accumulated other comprehensive loss		(25	)		(22	)
Total stockholder's equity		667			648
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	1,991		$	1,968

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,
	2008			2007
Cash Flows From Operating Activities:
Net income	$	46		$	43
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sales of emission allowances		(1	)		(1	)
Mark-to-market (gain) loss on derivatives		(5	)		-
Depreciation and amortization		23			26
Deferred income taxes and investment tax credits, net		8			2
Other		-			1
Changes in assets and liabilities:
Receivables		(9	)		18
Materials and supplies		(4	)		-
Accounts and wages payable		(8	)		(42	)
Taxes accrued, net		14			16
Assets, other		9			(2	)
Liabilities, other		5			7
Pension and other postretirement benefit obligations		1			1
Net cash provided by operating activities		79			69
Cash Flows From Investing Activities:
Capital expenditures		(58	)		(37	)
Purchases of emission allowances		(2	)		-
Net cash used in investing activities		(60	)		(37	)
Cash Flows From Financing Activities:
Dividends on common stock		(24	)		(39	)
Short-term debt, net		50			-
Changes in money pool borrowings		(45	)		7
Net cash used in financing activities		(19	)		(32	)
Net change in cash and cash equivalents		-			-
Cash and cash equivalents at beginning of year		2			1
Cash and cash equivalents at end of period	$	2		$	1

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,
	2008		2007
Operating Revenues:
Electric	$	194	$	180
Gas		151		135
Total operating revenues		345		315
Operating Expenses:
Fuel		28		23
Purchased power		78		76
Gas purchased for resale		115		103
Other operations and maintenance		45		40
Depreciation and amortization		23		21
Taxes other than income taxes		9		8
Total operating expenses		298		271
Operating Income		47		44
Other Income and Expenses:
Miscellaneous income		-		2
Miscellaneous expense		-		(1	)
Total other income		-		1
Interest Charges		15		14
Income Before Income Taxes		32		31
Income Taxes		12		10
Net Income	$	20	$	21

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,
	2008		2007

ASSETS
Current Assets:
Cash and cash equivalents	$	42	$	6
Accounts receivable – trade (less allowance for doubtful
accounts of $6 and $2, respectively)		88		52
Unbilled revenue		50		54
Accounts receivable – affiliates		58		47
Advances to money pool		2		2
Materials and supplies		61		110
Other current assets		43		40
Total current assets		344		311
Property and Plant, Net		1,517		1,494
Investments and Other Assets:
Goodwill		542		542
Intangible assets		40		41
Regulatory assets		30		32
Other assets		40		39
Total investments and other assets		652		654
TOTAL ASSETS	$	2,513	$	2,459

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Current maturities of long-term debt	$	19	$	-
Short-term debt		530		520
Borrowings from money pool, net		3		2
Accounts and wages payable		57		75
Accounts payable – affiliates		40		34
Taxes accrued		11		3
Other current liabilities		67		54
Total current liabilities		727		688
Long-term Debt, Net		517		537
Preferred Stock of Subsidiary Subject to Mandatory Redemption		16		16
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		185		193
Accumulated deferred investment tax credits		6		6
Regulatory liabilities		113		92
Accrued pension and other postretirement benefits		127		127
Other deferred credits and liabilities		69		66
Total deferred credits and other liabilities		500		484
Preferred Stock of Subsidiary Not Subject to Mandatory Redemption		19		19
Commitments and Contingencies (Notes 2, 8 and 9)
Stockholder's Equity:
Common stock, no par value, 10,000 shares authorized – 1,000 shares outstanding		-		-
Other paid-in capital		627		627
Retained earnings		78		58
Accumulated other comprehensive income		29		30