Edgar Filing: UNION ELECTRIC CO

Form 10-Q

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, 2009

¨	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.


Ameren Corporation	Yes	x	No	¨
Union Electric Company	Yes	x	No	¨
Central Illinois Public Service Company	Yes	x	No	¨
Ameren Energy Generating Company	Yes	x	No	¨
Central Illinois Light Company	Yes	x	No	¨
Illinois Power Company	Yes	x	No	¨

CILCORP Inc. has voluntarily filed all reports that it would have been required to file if it had been subject to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months.

Indicate by check mark whether each registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Ameren Corporation	Yes	¨	No	¨
Union Electric Company	Yes	¨	No	¨
Central Illinois Public Service Company	Yes	¨	No	¨
Ameren Energy Generating Company	Yes	¨	No	¨
CILCORP Inc.	Yes	¨	No	¨
Central Illinois Light Company	Yes	¨	No	¨
Illinois Power Company	Yes	¨	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 “large accelerated filer,” “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, 2009, was as follows:


Ameren Corporation		Common stock, $.01 par value per share - 213,560,424

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

Statement of Income		12

Balance Sheet		13

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

Statement of Income		27

Balance Sheet		28

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		65

Item 3. Quantitative and Qualitative Disclosures About Market Risk		91

Item 4 and Item 4T. Controls and Procedures		95

PART II Other Information

Item 1. Legal Proceedings		96

Item 1A. Risk Factors		96

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		96

Item 6. Exhibits		97

Signatures		99

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.

AITC - Ameren Illinois Transmission Company, an Ameren Corporation subsidiary that is engaged in the construction and operation of transmission assets in Illinois and is regulated by the FERC and the ICC.

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.

APB - Accounting Principles Board.

ARB - Accounting Research Bulletin.

ARO - Asset retirement obligations.

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

Btu - British thermal unit, a standard unit for measuring the quantity of heat energy required to raise the temperature of one pound of water by one degree Fahrenheit.

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 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 a non-rate-regulated subsidiary.

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.

COLA - Combined construction and operating license application.

Cooling degree-days - The summation of positive differences between the mean daily temperature and a 65-degree Fahrenheit base. This statistic is useful for estimating electricity demand by residential and commercial customers for summer cooling.

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.

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.

EITF - Emerging Issues Task Force, an organization designed to assist the FASB in improving financial reporting through the identification, discussion and resolution of financial issues in keeping with existing authoritative literature.

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.

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

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

FAC - A fuel and purchased power cost recovery mechanism that allows UE to recover through customer rates 95% of changes in fuel (coal, coal transportation, natural gas for generation and nuclear) and purchased power costs, net of off-system revenues, including MISO costs and revenues, above or below the amount set in base rates.

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, 2008, filed by the Ameren Companies with the SEC.

FSP - FASB Staff Position, a publication that 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 Illinois utility businesses, including 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 was designed to introduce 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, effective 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 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 natural gas transmission and distribution businesses of CIPS, CILCO, IP and AITC.

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 was a special-purpose Delaware limited-liability company. It was dissolved in February 2009 because the remaining TFNs, with respect to which this entity was created, were redeemed by IP in September 2008.

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. It was dissolved in February 2009 because the remaining TFNs were redeemed by IP in September 2008.

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.

Lehman - Lehman Brothers Holdings, Inc.

MACT - Maximum Achievable Control Technology.

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.

Mmbtu - One million Btus.

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 Missouri utility businesses, including the rate-regulated operations of UE.

MPS - Multi-Pollutant Standard, an agreement reached in 2006 among Genco, CILCO (AERG), EEI and the Illinois EPA, which was codified in Illinois environmental regulations.

MTM - Mark-to-market.

MW - Megawatt.

Native load - Wholesale customers and end-use retail customers, whom we are obligated to serve by statute, franchise, contract, or other regulatory requirement.

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

NO_x - Nitrogen oxide.

Noranda - Noranda Aluminum, Inc.

NPNS - Normal purchases and normal sales.

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

NYMEX - New York Mercantile Exchange.

OATT - Open Access Transmission Tariff.

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

Off-system revenues - Revenues from other than native load sales.

OTC - Over-the-counter.

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

PJM - PJM Interconnection LLC.

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. Rate increase requests can take up to 11 months to be acted upon 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.

RFP - Request for proposal.

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 designated a portion of cash received from customer billings to pay the TFNs. The designated funds received by IP were remitted to IP SPT. The designated funds were 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 did not consolidate IP SPT. Therefore, the obligation to IP SPT appears on IP’s balance sheet as of December 31, 2007. In September 2008, IP redeemed the remaining TFNs.

TVA - Tennessee Valley Authority, a public power authority.

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 and future rate proceedings or future legislative actions that seek to limit or reverse rate increases;

•

uncertainty as to the continued effectiveness of the Illinois power procurement process;

•

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;

•

increasing capital expenditure and operating expense requirements and our ability to recover these costs in a timely fashion in light of regulatory lag;

•

the effects of participation in the MISO;

•

the cost and availability of fuel such as coal, natural gas, and enriched uranium used to produce electricity; the cost and 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, bad debt expense, and demand for our products;

•

disruptions of the capital markets or other events that make the Ameren Companies’ access to necessary capital, including short-term credit and liquidity, impossible, more difficult or more costly;

•

our assessment of our liquidity;

•

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, including impacts to our customers;

•

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;

•

impairments of long-lived assets or goodwill;

•

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 enacted 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, credit facilities 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,
	2009		2008
Operating Revenues:
Electric	$	1,395	$	1,469
Gas		521		612

Total operating revenues		1,916		2,081


Operating Expenses:
Fuel		274		302
Purchased power		233		287
Gas purchased for resale		383		459
Other operations and maintenance		421		430
Depreciation and amortization		174		169
Taxes other than income taxes		110		113

Total operating expenses		1,595		1,760

Operating Income		321		321

Other Income and Expenses:
Miscellaneous income		16		19
Miscellaneous expense		(4)		(4)

Total other income		12		15

Interest Charges		118		100

Income Before Income Taxes		215		236
Income Taxes		70		87

Net Income		145		149
Less: Net Income Attributable to Noncontrolling Interests		4		11

Net Income Attributable to Ameren Corporation	$	141	$	138


Earnings per Common Share – Basic and Diluted	$	0.66	$	0.66

Dividends per Common Share	$	0.385	$	0.635
Average Common Shares Outstanding		212.7		208.7

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, 2009		December 31, 2008
ASSETS

Current Assets:
Cash and cash equivalents	$	304	$	92
Accounts receivable – trade (less allowance for doubtful accounts of $40 and $28, respectively)		554		502
Unbilled revenue		247		427
Miscellaneous accounts and notes receivable		318		292
Materials and supplies		657		842
Mark-to-market derivative assets		324		207
Current portion of regulatory assets		159		79
Other current assets		194		153

Total current assets		2,757		2,594

Property and Plant, Net		16,781		16,567
Investments and Other Assets:
Nuclear decommissioning trust fund		223		239
Goodwill		831		831
Intangible assets		160		167
Regulatory assets		1,682		1,653
Other assets		637		606

Total investments and other assets		3,533		3,496

TOTAL ASSETS	$	23,071	$	22,657


LIABILITIES AND EQUITY

Current Liabilities:
Current maturities of long-term debt	$	380	$	380
Short-term debt		997		1,174
Accounts and wages payable		519		813
Taxes accrued		83		54
Interest accrued		167		107
Mark-to-market derivative liabilities		273		155
Other current liabilities		462		380

Total current liabilities		2,881		3,063

Long-term Debt, Net		6,900		6,554
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		2,159		2,131
Accumulated deferred investment tax credits		97		100
Regulatory liabilities		1,296		1,291
Asset retirement obligations		412		406
Pension and other postretirement benefits		1,514		1,495
Other deferred credits and liabilities		539		438

Total deferred credits and other liabilities		6,017		5,861

Commitments and Contingencies (Notes 2, 8, 9 and 10)
Ameren Corporation Stockholders’ Equity:
Common stock, $.01 par value, 400.0 shares authorized – shares outstanding of 213.4 and 212.3, respectively		2		2
Other paid-in capital, principally premium on common stock		4,812		4,780
Retained earnings		2,241		2,181
Accumulated other comprehensive income		6		-

Total Ameren Corporation stockholders’ equity		7,061		6,963

Noncontrolling Interests		212		216

Total equity		7,273		7,179

TOTAL LIABILITIES AND EQUITY	$	23,071	$	22,657

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,
	2009		2008
Cash Flows From Operating Activities:
Net income	$	145	$	149
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of emission allowances		-		(2)
Net mark-to-market gain on derivatives		(51)		(16)
Depreciation and amortization		176		180
Amortization of nuclear fuel		12		11
Amortization of debt issuance costs and premium/discounts		4		5
Deferred income taxes and investment tax credits, net		32		23
Other		(1)		(1)
Changes in assets and liabilities:
Receivables		119		(52)
Materials and supplies		185		179
Accounts and wages payable		(245)		(80)
Taxes accrued, net		29		4
Assets, other		45		63
Liabilities, other		128		44
Pension and other postretirement benefits		36		22
Counterparty collateral, net		(53)		(88)
Taum Sauk costs, net of insurance recoveries		(24)		(112)

Net cash provided by operating activities		537		329

Cash Flows From Investing Activities:
Capital expenditures		(424)		(420)
Nuclear fuel expenditures		(3)		(102)
Purchases of securities – nuclear decommissioning trust fund		(203)		(89)
Sales of securities – nuclear decommissioning trust fund		200		86
Purchases of emission allowances		(2)		(2)

Net cash used in investing activities		(432)		(527)

Cash Flows From Financing Activities:
Dividends on common stock		(82)		(133)
Capital issuance costs		(3)		-
Dividends paid to noncontrolling interest holders		(8)		(10)
Short-term debt, net		(177)		145
Redemptions, repurchases, and maturities of long-term debt		-		(19)
Issuances:
Common stock		28		46
Long-term debt		349		-

Net cash provided by financing activities		107		29


Net change in cash and cash equivalents		212		(169)
Cash and cash equivalents at beginning of year		92		355

Cash and cash equivalents at end of period	$	304	$	186

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

UNION ELECTRIC COMPANY

STATEMENT OF INCOME

(Unaudited) (In millions)


	Three Months Ended March 31,
	2009		2008
Operating Revenues:
Electric – excluding off-system	$	446	$	487
Electric – off-system		133		154
Gas		75		83
Other		1		-

Total operating revenues		655		724


Operating Expenses:
Fuel		135		147
Purchased power		33		53
Gas purchased for resale		48		55
Other operations and maintenance		216		217
Depreciation and amortization		86		81
Taxes other than income taxes		62		60

Total operating expenses		580		613

Operating Income		75		111

Other Income and Expenses:
Miscellaneous income		13		14
Miscellaneous expense		(2)		(2)

Total other income		11		12

Interest Charges		53		41

Income Before Income Taxes and Equity in Income of Unconsolidated Investment		33		82
Income Taxes		11		29

Income Before Equity in Income of Unconsolidated Investment		22		53
Equity in Income of Unconsolidated Investment, Net of Taxes		-		11

Net Income		22		64
Preferred Stock Dividends		1		1

Net Income Available to Common Stockholder	$	21	$	63

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

UNION ELECTRIC COMPANY

BALANCE SHEET

(Unaudited) (In millions, except per share amounts)


	March 31, 2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	27	$	-
Accounts receivable – trade (less allowance for doubtful accounts of $10 and $8, respectively)		157		142
Unbilled revenue		84		111
Miscellaneous accounts and notes receivable		292		261
Accounts receivable – affiliates		17		32
Materials and supplies		328		339
Mark-to-market derivative assets		48		50
Other current assets		118		58

Total current assets		1,071		993

Property and Plant, Net		9,117		8,995
Investments and Other Assets:
Nuclear decommissioning trust fund		223		239
Intangible assets		44		48
Regulatory assets		931		897
Other assets		364		352

Total investments and other assets		1,562		1,536

TOTAL ASSETS	$	11,750	$	11,524


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	4	$	4
Short-term debt		297		251
Intercompany note payable – Ameren		-		92
Accounts and wages payable		232		360
Accounts payable – affiliates		112		151
Taxes accrued		48		20
Interest accrued		58		56
Current portion of regulatory liabilities		48		-
Other current liabilities		145		121

Total current liabilities		944		1,055

Long-term Debt, Net		4,022		3,673
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		1,400		1,372
Accumulated deferred investment tax credits		79		80
Regulatory liabilities		916		922
Asset retirement obligations		322		317
Pension and other postretirement benefits		501		494
Other deferred credits and liabilities		60		49

Total deferred credits and other liabilities		3,278		3,234

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
Other paid-in capital, principally premium on common stock		1,119		1,119
Preferred stock not subject to mandatory redemption		113		113
Retained earnings		1,762		1,794
Accumulated other comprehensive income		1		25

Total stockholders’ equity		3,506		3,562

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	11,750	$	11,524

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

UNION ELECTRIC COMPANY

STATEMENT OF CASH FLOWS

(Unaudited) (In millions)


	Three Months Ended March 31,
	2009		2008
Cash Flows From Operating Activities:
Net income	$	22	$	64
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of emission allowances		-		(1)
Net mark-to-market gain on derivatives		(30)		(12)
Depreciation and amortization		86		81
Amortization of nuclear fuel		12		11
Amortization of debt issuance costs and premium/discounts		2		1
Deferred income taxes and investment tax credits, net		26		15
Other		(7)		(4)
Changes in assets and liabilities:
Receivables		13		78
Materials and supplies		12		(1)
Accounts and wages payable		(159)		(226)
Taxes accrued, net		28		(29)
Assets, other		(22)		83
Liabilities, other		27		10
Pension and other postretirement benefits		14		11
Taum Sauk costs, net of insurance recoveries		(24)		(112)

Net cash used in operating activities		-		(31)

Cash Flows From Investing Activities:
Capital expenditures		(214)		(197)
Nuclear fuel expenditures		(3)		(102)
Money pool advances, net		-		(21)
Purchases of securities – nuclear decommissioning trust fund		(203)		(89)
Sales of securities – nuclear decommissioning trust fund		200		85

Net cash used in investing activities		(220)		(324)

Cash Flows From Financing Activities:
Dividends on common stock		(52)		(77)
Dividends on preferred stock		(1)		(1)
Capital issuance costs		(3)		-
Short-term debt, net		46		126
Intercompany note payable – Ameren, net		(92)		122
Issuances of long-term debt		349		-

Net cash provided by financing activities		247		170


Net change in cash and cash equivalents		27		(185)
Cash and cash equivalents at beginning of year		-		185

Cash and cash equivalents at end of period	$	27	$	-

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

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

STATEMENT OF INCOME

(Unaudited) (In millions)


	Three Months Ended March 31,
	2009		2008
Operating Revenues:
Electric	$	165	$	180
Gas		98		110
Other		2		-

Total operating revenues		265		290


Operating Expenses:
Purchased power		106		123
Gas purchased for resale		73		80
Other operations and maintenance		43		50
Depreciation and amortization		17		17
Taxes other than income taxes		10		12

Total operating expenses		249		282


Operating Income		16		8

Other Income and Expenses:
Miscellaneous income		3		3
Miscellaneous expense		(1)		-

Total other income		2		3

Interest Charges		7		7

Income Before Income Taxes		11		4
Income Taxes		4		1

Net Income		7		3
Preferred Stock Dividends		1		1

Net Income Available to Common Stockholder	$	6	$	2

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, 2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-
Accounts receivable – trade (less allowance for doubtful accounts of $7 and $6, respectively)		91		79
Unbilled revenue		30		74
Miscellaneous accounts and notes receivable		1		1
Accounts receivable – affiliates		5		4
Current portion of intercompany note receivable – Genco		42		42
Current portion of intercompany tax receivable – Genco		9		9
Materials and supplies		27		70
Counterparty collateral asset		31		21
Current portion of regulatory assets		53		31
Other current assets		13		8

Total current assets		302		339

Property and Plant, Net		1,214		1,212
Investments and Other Assets:
Intercompany note receivable – Genco		45		45
Intercompany tax receivable – Genco		91		93
Regulatory assets		255		195
Other assets		33		33

Total investments and other assets		424		366

TOTAL ASSETS	$	1,940	$	1,917


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	-	$	62
Borrowings from money pool		56		44
Accounts and wages payable		31		48
Accounts payable – affiliates		42		49
Taxes accrued		11		7
Customer deposits		15		16
Mark-to-market derivative liabilities		26		17
Mark-to-market derivative liabilities – affiliates		27		14
Other current liabilities		49		51

Total current liabilities		257		308

Long-term Debt, Net		421		421
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		262		259
Accumulated deferred investment tax credits		9		9
Regulatory liabilities		237		234
Pension and other postretirement benefits		80		79
Other deferred credits and liabilities		139		78

Total deferred credits and other liabilities		727		659

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		294		288
Total stockholders’ equity		535		529

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,940	$	1,917

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,
	2009		2008
Cash Flows From Operating Activities:
Net income	$	7	$	3
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		(1)		(5)
Changes in assets and liabilities:
Receivables		33		(34)
Materials and supplies		43		46
Accounts and wages payable		(22)		(10)
Taxes accrued, net		4		6
Assets, other		(7)		21
Liabilities, other		(7)		9
Pension and other postretirement benefits		2		2

Net cash provided by operating activities		69		55

Cash Flows From Investing Activities:
Capital expenditures		(18)		(22)

Net cash used in investing activities		(18)		(22)

Cash Flows From Financing Activities:
Dividends on preferred stock		(1)		(1)
Short-term debt, net		(62)		(40)
Money pool borrowings, net		12		-

Net cash used in financing activities		(51)		(41)


Net change in cash and cash equivalents		-		(8)
Cash and cash equivalents at beginning of year		-		26

Cash and cash equivalents at end of period	$	-	$	18

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,
	2009		2008
Operating Revenues	$	225	$	233

Operating Expenses:
Fuel		76		88
Other operations and maintenance		38		40
Depreciation and amortization		16		16
Taxes other than income taxes		5		6

Total operating expenses		135		150

Operating Income		90		83
Interest Charges		16		9

Income Before Income Taxes		74		74
Income Taxes		27		28

Net Income	$	47	$	46

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)


	March 31, 2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	2	$	2
Accounts receivable – affiliates		90		88
Miscellaneous accounts and notes receivable		9		15
Materials and supplies		126		122
Other current assets		3		10

Total current assets		230		237

Property and Plant, Net		1,992		1,950
Intangible Assets		47		49
Other Assets		8		8

TOTAL ASSETS	$	2,277	$	2,244


LIABILITIES AND STOCKHOLDER’S EQUITY
Current Liabilities:
Current portion of intercompany note payable – CIPS	$	42	$	42
Borrowings from money pool		56		80
Accounts and wages payable		63		82
Accounts payable – affiliates		47		58
Current portion of intercompany tax payable – CIPS		9		9
Taxes accrued		36		16
Interest accrued		26		12
Other current liabilities		31		31

Total current liabilities		310		330

Long-term Debt, Net		774		774
Intercompany Note Payable – CIPS		45		45
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		134		136
Accumulated deferred investment tax credits		6		6
Intercompany tax payable – CIPS		91		93
Asset retirement obligations		50		49
Pension and other postretirement benefits		68		67
Other deferred credits and liabilities		56		49

Total deferred credits and other liabilities		405		400

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		288		241
Accumulated other comprehensive loss		(48)		(49)

Total stockholder’s equity		743		695

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	2,277	$	2,244

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,
	2009		2008
Cash Flows From Operating Activities:
Net income	$	47	$	46
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of emission allowances		-		(1)
Net mark-to-market (gain) loss on derivatives		1		(5)
Depreciation and amortization		19		23
Deferred income taxes and investment tax credits, net		(3)		8
Changes in assets and liabilities:
Receivables		4		(9)
Materials and supplies		(4)		(4)
Accounts and wages payable		(17)		(8)
Taxes accrued, net		25		14
Assets, other		3		9
Liabilities, other		18		5
Pension and other postretirement benefits		2		1

Net cash provided by operating activities		95		79

Cash Flows From Investing Activities:
Capital expenditures		(69)		(58)
Purchases of emission allowances		(2)		(2)

Net cash used in investing activities		(71)		(60)

Cash Flows From Financing Activities:
Dividends on common stock		-		(24)
Short-term debt, net		-		50
Money pool borrowings, net		(24)		(45)

Net cash used in financing activities		(24)		(19)


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

Cash and cash equivalents at end of period	$	2	$	2

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,
	2009		2008
Operating Revenues:
Electric	$	170	$	194
Gas		124		151
Other		17		-

Total operating revenues		311		345


Operating Expenses:
Fuel		22		28
Purchased power		47		78
Gas purchased for resale		96		115
Other operations and maintenance		61		47
Goodwill impairment loss		462		-
Depreciation and amortization		17		21
Taxes other than income taxes		8		9

Total operating expenses		713		298


Operating Income (Loss)		(402)		47
Miscellaneous Expenses		1		-
Interest Charges		14		15

Income (Loss) Before Income Taxes		(417)		32
Income Taxes		15		12

Net Income (Loss)	$	(432)	$	20

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, 2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	35	$	-
Accounts receivable – trade (less allowance for doubtful accounts of $7 and $3, respectively)		73		60
Unbilled revenue		29		65
Accounts and notes receivable – affiliates		61		59
Advances to money pool		1		2
Materials and supplies		82		131
Current portion of accumulated deferred income taxes, net		18		24
Counterparty collateral asset		36		16
Current portion of regulatory assets		44		24
Other current assets		8		4

Total current assets		387		385

Property and Plant, Net		1,730		1,710
Investments and Other Assets:
Goodwill		80		542
Intangible assets		35		35
Regulatory assets		201		171
Other assets		25		22

Total investments and other assets		341		770

TOTAL ASSETS	$	2,458	$	2,865


LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	126	$	126
Short-term debt		105		286
Borrowings from money pool		208		98
Intercompany note payable – Ameren		-		152
Subordinated borrowings – Ameren		246		-
Accounts and wages payable		64		117
Accounts payable – affiliates		45		84
Taxes accrued		11		4
Mark-to-market derivative liabilities		34		21
Mark-to-market derivative liabilities – affiliates		12		7
Other current liabilities		92		69

Total current liabilities		943		964

Long-term Debt, Net		535		536
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		205		212
Accumulated deferred investment tax credits		5		5
Regulatory liabilities		61		59
Pension and other postretirement benefits		218		216
Other deferred credits and liabilities		143		104

Total deferred credits and other liabilities		632		596

Commitments and Contingencies (Notes 2, 8 and 9)
CILCORP Inc. Stockholder’s Equity:
Common stock, no par value, 10,000 shares authorized – 1,000 shares outstanding		-		-
Other paid-in capital		638		627
Retained earnings (deficit)		(332)		100
Accumulated other comprehensive income		23		23

Total CILCORP Inc. stockholder’s equity		329		750

Noncontrolling Interest		19		19

Total equity		348		769

TOTAL LIABILITIES AND EQUITY	$	2,458	$	2,865

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,
	2009		2008
Cash Flows From Operating Activities:
Net income (loss)	$	(432)	$	20
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net mark-to-market gain on derivatives		(2)		(1)
Depreciation and amortization		16		23
Deferred income taxes and investment tax credits, net		(1)		4
Loss on goodwill impairment		462		-
Changes in assets and liabilities:
Receivables		21		(42)
Materials and supplies		49		49
Accounts and wages payable		(68)		24
Taxes accrued, net		7		8
Assets, other		(24)		7
Liabilities, other		27		13
Pension and postretirement benefits		3		(2)

Net cash provided by operating activities		58		103

Cash Flows From Investing Activities:
Capital expenditures		(58)		(79)
Money pool advances, net		1		-
Other		-		1

Net cash used in investing activities		(57)		(78)

Cash Flows From Financing Activities:
Short-term debt, net		(181)		10
Intercompany note payable – Ameren, net		(152)		1
Subordinated borrowings – Ameren, net		246		-
Money pool borrowings, net		110		-
Capital contribution from parent		11		-

Net cash provided by financing activities		34		11


Net change in cash and cash equivalents		35		36
Cash and cash equivalents at beginning of year		-		6

Cash and cash equivalents at end of period	$	35	$	42

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

CENTRAL ILLINOIS LIGHT COMPANY

CONSOLIDATED STATEMENT OF INCOME

(Unaudited) (In millions)


	Three Months Ended March 31,
	2009		2008
Operating Revenues:
Electric	$	170	$	194
Gas		124		151
Other		17		-

Total operating revenues		311		345


Operating Expenses:
Fuel		22		27
Purchased power		47		78
Gas purchased for resale		96		115
Other operations and maintenance		63		48
Depreciation and amortization		16		20
Taxes other than income taxes		8		9

Total operating expenses		252		297

Operating Income		59		48
Miscellaneous Expenses		1		-
Interest Charges		7		6

Income Before Income Taxes		51		42
Income Taxes		18		16

Net Income	$	33	$	26

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

CENTRAL ILLINOIS LIGHT COMPANY

CONSOLIDATED BALANCE SHEET

(Unaudited) (In millions)


	March 31, 2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	35	$	-
Accounts receivable – trade (less allowance for doubtful accounts of $7 and $3, respectively)		73		60
Unbilled revenue		29		65
Accounts receivable – affiliates		60		51
Materials and supplies		82		131
Counterparty collateral asset		36		16
Current portion of regulatory assets		44		24
Other current assets		24		19

Total current assets		383		366

Property and Plant, Net		1,755		1,734
Investments and Other Assets:
Intangible assets		1		1
Regulatory assets		201		171
Other assets		25		22

Total investments and other assets		227		194

TOTAL ASSETS	$	2,365	$	2,294


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	55	$	236
Borrowings from money pool		208		98
Subordinated borrowings – Ameren		100		-
Accounts and wages payable		64		117
Accounts payable – affiliates		44		83
Taxes accrued		20		8
Mark-to-market derivative liabilities		34		21
Mark-to-market derivative liabilities – affiliates		12		7
Other current liabilities		74		60

Total current liabilities		611		630

Long-term Debt, Net		279		279
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		172		171
Accumulated deferred investment tax credits		5		5
Regulatory liabilities		208		206
Pension and other postretirement benefits		218		216
Other deferred credits and liabilities		143		103

Total deferred credits and other liabilities		746		701

Commitments and Contingencies (Notes 2, 8 and 9)
Stockholders’ Equity:
Common stock, no par value, 20.0 shares authorized – 13.6 shares outstanding		-		-
Other paid-in capital		440		429
Preferred stock not subject to mandatory redemption		19		19
Retained earnings		274		240
Accumulated other comprehensive loss		(4)		(4)

Total stockholders’ equity		729		684

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,365	$	2,294

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

CENTRAL ILLINOIS LIGHT COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited) (In millions)


	Three Months Ended March 31,
	2009		2008
Cash Flows From Operating Activities:
Net income	$	33	$	26
Adjustments to reconcile net income to net cash provided by operating activities:
Net mark-to-market gain on derivatives		(2)		(1)
Depreciation and amortization		16		20
Deferred income taxes and investment tax credits, net		(2)		3
Changes in assets and liabilities:
Receivables		14		(41)
Materials and supplies		49		49
Accounts and wages payable		(68)		24
Taxes accrued, net		12		14
Assets, other		(23)		4
Liabilities, other		20		5
Pension and postretirement benefits		4		1

Net cash provided by operating activities		53		104

Cash Flows From Investing Activities:
Capital expenditures		(58)		(79)
Other		-		1

Net cash used in investing activities		(58)		(78)

Cash Flows From Financing Activities:
Short-term debt, net		(181)		10
Subordinated borrowings – Ameren, net		100		-
Money pool borrowings, net		110		-
Capital contribution from parent		11		-

Net cash provided by financing activities		40		10


Net change in cash and cash equivalents		35		36
Cash and cash equivalents at beginning of year		-		6

Cash and cash equivalents at end of period	$	35	$	42

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

ILLINOIS POWER COMPANY

STATEMENT OF INCOME

(Unaudited) (In millions)


	Three Months Ended March 31,
	2009		2008
Operating Revenues:
Electric	$	252	$	238
Gas		216		264
Other		4		1

Total operating revenues		472		503


Operating Expenses:
Purchased power		149		153
Gas purchased for resale		158		205
Other operations and maintenance		67		71
Depreciation and amortization		24		20
Amortization of regulatory assets		4		4
Taxes other than income taxes		21		23

Total operating expenses		423		476

Operating Income		49		27
Other Income and Expenses:
Miscellaneous income		1		3
Miscellaneous expense		(1)		(1)

Total other income		-		2

Interest Charges		26		24

Income Before Income Taxes		23		5
Income Taxes		9		2

Net Income		14		3
Preferred Stock Dividends		1		1

Net Income Available to Common Stockholder	$	13	$	2

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

ILLINOIS POWER COMPANY

BALANCE SHEET

(Unaudited) (In millions)


	March 31, 2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	179	$	50
Accounts receivable – trade (less allowance for doubtful accounts of $15 and $12, respectively)		186		152
Unbilled revenue		61		133
Accounts receivable – affiliates		43		23
Advances to money pool		56		44
Materials and supplies		60		144
Counterparty collateral asset		60		35
Current portion of regulatory assets		95		57
Other current assets		22		21

Total current assets		762		659

Property and Plant, Net		2,338		2,329
Investments and Other Assets:
Goodwill		214		214
Regulatory assets		604		517
Other assets		56		47

Total investments and other assets		874		778

TOTAL ASSETS	$	3,974	$	3,766


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	250	$	250
Accounts and wages payable		62		94
Accounts payable – affiliates		95		105
Taxes accrued		11		8
Interest accrued		45		21
Customer deposits		41		50
Mark-to-market derivative liabilities		59		36
Mark-to-market derivative liabilities – affiliates		36		20
Other current liabilities		65		64

Total current liabilities		664		648

Long-term Debt, Net		1,148		1,150
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		185		176
Regulatory liabilities		79		76
Pension and other postretirement benefits		317		314
Other deferred credits and liabilities		260		151

Total deferred credits and other liabilities		841		717

Commitments and Contingencies (Notes 2, 8 and 9)
Stockholders’ Equity:
Common stock, no par value, 100.0 shares authorized – 23.0 shares outstanding		-		-
Other paid-in-capital		1,252		1,194
Preferred stock not subject to mandatory redemption		46		46
Retained earnings		19		7
Accumulated other comprehensive income		4		4

Total stockholders’ equity		1,321		1,251

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,974	$	3,766

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

ILLINOIS POWER COMPANY

STATEMENT OF CASH FLOWS

(Unaudited) (In millions)


	Three Months Ended March 31,
	2009		2008
Cash Flows From Operating Activities:
Net income	$	14	$	3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		26		26
Amortization of debt issuance costs and premium/discounts		1		2
Deferred income taxes		6		2
Other		(1)		(1)
Changes in assets and liabilities:
Receivables		19		(25)
Materials and supplies		84		87
Accounts and wages payable		(38)		(15)
Taxes accrued, net		3		3
Assets, other		(23)		(16)
Liabilities, other		20		21
Pension and other postretirement benefits		8		2

Net cash provided by operating activities		119		89

Cash Flows From Investing Activities:
Capital expenditures		(35)		(33)
Money pool advances, net		(12)		-
Other		-		(1)

Net cash used in investing activities		(47)		(34)

Cash Flows From Financing Activities:
Dividends on common stock		-		(15)
Dividends on preferred stock		(1)		(1)
Short-term debt, net		-		(25)
Capital contribution from parent		58		-
IP SPT maturities		-		(21)
Overfunding of TFNs		-		2

Net cash provided by (used in) financing activities		57		(60)


Net change in cash and cash equivalents		129		(5)
Cash and cash equivalents at beginning of year		50		6

Cash and cash equivalents at end of period	$	179	$	1

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

AMEREN CORPORATION (Consolidated)

UNION ELECTRIC COMPANY

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

AMEREN ENERGY GENERATING COMPANY (Consolidated)

CILCORP INC. (Consolidated)

CENTRAL ILLINOIS LIGHT COMPANY (Consolidated)

ILLINOIS POWER COMPANY

COMBINED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

March 31, 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

Ameren, headquartered in St. Louis, Missouri, is a public utility holding company under PUHCA 2005, administered by FERC. Ameren’s primary assets are the common stock of its subsidiaries. Ameren’s subsidiaries are separate, independent legal entities with separate businesses, assets and liabilities. These subsidiaries operate rate-regulated electric generation, transmission and distribution businesses, rate-regulated natural gas transmission and distribution businesses, and non-rate-regulated electric generation businesses in Missouri and Illinois. Dividends on Ameren’s common stock and the payment of other expenses by Ameren and CILCORP holding companies depend on distributions made to it by its subsidiaries. Ameren’s principal subsidiaries are listed below. Also see the Glossary of Terms and Abbreviations at the front of this report.

•

UE, or Union Electric Company, also known as AmerenUE, operates a rate-regulated electric generation, transmission and distribution business, and a rate-regulated natural gas transmission and distribution business in Missouri.

•

CIPS, or Central Illinois Public Service Company, also known as AmerenCIPS, operates a rate-regulated electric and natural gas transmission and distribution business in Illinois.

•

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

•

CILCO, or Central Illinois Light Company, also known as AmerenCILCO, is a subsidiary of CILCORP (a holding company). It operates a rate-regulated electric transmission and distribution business, a non-rate-regulated electric generation business (through its subsidiary, AERG) and a rate-regulated natural gas transmission and distribution business in Illinois.

•

IP, or Illinois Power Company, also known as AmerenIP, operates a rate-regulated electric and natural gas transmission and distribution business in Illinois.

Ameren has various other subsidiaries responsible for the short- and long-term marketing of power, procurement of fuel, management of commodity risks, and provision of other shared services. Ameren has an 80% ownership interest in EEI, which until February 29, 2008, was held 40% by UE and 40% by Development Company. Ameren consolidates EEI for financial reporting purposes. UE reported EEI under the equity method until February 29, 2008. Effective February 29, 2008, UE’s and Development Company’s ownership interests in EEI were transferred to Resources Company through an internal reorganization. UE’s interest in EEI was transferred at book value indirectly through a dividend to Ameren.

The financial statements of Ameren, Genco, CILCORP and CILCO are prepared on a consolidated basis. UE, CIPS and IP have no subsidiaries and therefore their financial statements were not prepared on a consolidated basis. All significant intercompany transactions have been eliminated. All tabular dollar amounts are in millions, unless otherwise indicated.

Our accounting policies conform to GAAP. Our financial statements reflect all adjustments (which include normal, recurring adjustments) that are necessary, in our opinion, for a fair presentation of our results. The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. Such estimates and assumptions affect reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. The results of operations of an interim period may not give a true indication of results that may be expected for a full year. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K.

Earnings Per Share

There were no material differences between Ameren’s basic and diluted earnings per share amounts for the three months ended March 31, 2009 and 2008. The number of stock options, restricted stock shares, and performance share units outstanding was immaterial.

Long-term Incentive Plan of 1998 and 2006 Omnibus Incentive Compensation Plan

A summary of nonvested shares as of March 31, 2009, under the Long-term Incentive Plan of 1998, as amended, and the 2006 Omnibus Incentive Compensation Plan (2006 Plan) is presented below:


	Performance Share Units				Restricted Shares
	Shares		Weighted-average Fair Value Per Unit		Shares		Weighted-average Fair Value Per Share
Nonvested at January 1, 2009	675,977		$	43.28	213,683		$	47.46
Granted^(a)	741,738			15.52	-			-
Dividends	-			-	2,126			23.14
Forfeitures	(1,647	)		25.06	(3,645	)		48.30
Vested^(b)	(118,492	)		15.75	(82,277	)		45.15
Nonvested at March 31, 2009	1,297,576		$	29.95	129,887		$	48.92

(a)	Includes performance share units (share units) granted to certain executive and nonexecutive officers and other eligible employees in March 2009 under the 2006 Plan.

(b)	Share units vested due to attainment of retirement eligibility by certain employees. Actual shares issued for retirement-eligible employees will vary depending on actual performance over the three-year measurement period.

The fair value of each share unit awarded in March 2009 under the 2006 Plan was determined to be $15.52 based on Ameren’s closing common share price of $22.20 per share at March 2, 2009, and lattice simulations used to estimate expected share payout based on Ameren’s total shareholder return for a three-year performance period relative to the designated peer group beginning January 1, 2009. The significant assumptions used to calculate fair value also included a three-year risk-free rate of 1.24%, volatility of 21.3% to 33.1% for the peer group, and Ameren’s attainment of earnings per share of at least $2.54 during each year of the performance period.

Ameren recorded compensation expense of $5 million and $7 million for the quarters ended March 31, 2009 and 2008, respectively, and a related tax benefit of $2 million and $3 million for the quarters ended March 31, 2009 and 2008, respectively. As of March 31, 2009, total compensation cost of $19 million related to nonvested awards not yet recognized is expected to be recognized over a weighted-average period of 23 months.

Accounting Changes and Other Matters

SFAS No. 157, Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, which defines fair value, establishes a framework for measuring fair value, and expands required disclosures about fair value measurements. See Note 7 - Fair Value Measurements for additional information on our adoption of SFAS No. 157.

SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51

In December 2007, the FASB issued SFAS No. 160, which establishes accounting and reporting standards for minority interests, which will be recharacterized as noncontrolling interests. Under the provisions of SFAS No. 160, noncontrolling interests will be classified as a component of equity separate from the parent’s equity; purchases or sales of equity interests that do not result in a change in control will be accounted for as equity transactions; net income attributable to the noncontrolling interest will be included in consolidated net income in the statement of income; and upon a loss of control, the interest sold, as well as any interest retained, will be recorded at fair value, with any gain or loss recognized in earnings. We adopted SFAS No. 160 as of the beginning of 2009. SFAS No. 160 applies prospectively, except for the presentation and disclosure requirements, for which it applies retroactively. This standard is applicable to Ameren and CILCORP. See Noncontrolling Interest below for additional information.

SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities - an amendment of SFAS No. 133

In March 2008, the FASB issued SFAS No. 161, which requires enhanced disclosures about (1) how and why an entity uses derivative instruments, (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and its related interpretations, and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS No. 161 was effective in the first quarter of 2009. The adoption of SFAS No. 161 did not have a material impact on our results of operations, financial position, or liquidity, because it provided enhanced disclosure requirements only. See Note 6 - Derivative Financial Instruments for additional information on our adoption of SFAS No. 161.

FSP SFAS No. 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies

In April 2009, the FASB issued FSP SFAS No. 141(R)-1, which amended the provisions related to the initial recognition and measurement, subsequent measurement and disclosure of assets and liabilities arising from contingencies in a business combination under SFAS No.141(R), “Business Combinations.” FSP SFAS No. 141(R)-1 was effective as of January 1, 2009. It applies prospectively to business combinations completed on or after that date.

FSP SFAS No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly

In April 2009, the FASB issued FSP SFAS No. 157-4, which will be effective for us as of June 30, 2009. FSP SFAS No. 157-4 provides additional guidance regarding the factors that should be considered in estimating fair value when there has been a significant decrease in market activity for an asset or liability. The guidance, which applies to all fair value measurements, does not change the objective of a fair value measurement. The adoption of FSP SFAS No. 157-4 is not expected to have a material impact on our results of operations, financial condition, or liquidity.

FSP SFAS No. 107-1 and APB Opinion No. 28-1, Interim Disclosures about Fair Value of Financial Instruments

In April 2009, the FASB issued FSP SFAS No. 107-1 and APB Opinion No. 28-1, which will be effective for us as of June 30, 2009. It amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” and APB Opinion No. 28, “Interim Financial Reporting,” to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The adoption of FSP SFAS No. 107-1 and APB Opinion No. 28-1 will not have a material impact on our results of operations, financial position, or liquidity, because it provides enhanced disclosure requirements only.

FSP SFAS No. 115-2 and SFAS No. 124-2, Recognition and Presentation of Other-Than-Temporary Impairments

In April 2009, the FASB issued FSP SFAS No. 115-2 and SFAS No. 124-2, which establishes a new method of recognizing and reporting other-than-temporary impairments of debt securities and contains additional annual and interim disclosure requirements related to debt and equity securities. Under the FSP, an impairment of debt securities is other-than-temporary if (1) the entity intends to sell the security, (2) it is more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis, or (3) the entity does not expect to recover the security’s entire amortized cost basis. FSP SFAS No. 115-2 and SFAS No. 124-2 will be effective for us as of June 30, 2009. The adoption of FSP SFAS No. 115-2 and SFAS No. 124-2 is not expected to have a material impact on our results of operations, financial condition, or liquidity.

Goodwill and Intangible Assets

Goodwill. Goodwill represents the excess of the purchase price of an acquisition over the fair value of the net assets acquired. Ameren’s and IP’s goodwill relates to the acquisition of IP in 2004. Ameren’s and CILCORP’s goodwill relates to the acquisition of CILCORP in 2003. Ameren’s goodwill also includes an additional 20% ownership interest in EEI acquired in 2004 as well as the acquisition of Medina Valley in 2003. During the first quarter of 2009, CILCORP recognized a goodwill impairment loss of $462 million. Ameren and IP did not recognize a goodwill impairment in the first quarter of 2009. See Note 14 - Goodwill Impairment for further information about CILCORP’s goodwill impairment.

Intangible Assets. We evaluate intangible assets for impairment if events or changes in circumstances indicate that their carrying amount might be impaired. Ameren’s, UE’s, Genco’s, CILCORP’s and CILCO’s intangible assets consisted of emission allowances at March 31, 2009. See also Note 9 - Commitments and Contingencies for additional information on emission allowances.

The following table presents the SO₂ and NO_x emission allowances held and the related aggregate SO₂ and NO_x emission allowance book values that were carried as intangible assets as of March 31, 2009. Emission allowances consist of various individual emission allowance certificates and do not have expiration dates. Emission allowances are charged to fuel expense as they are used in operations.


SO₂ and NO_x in tons	SO₂ ^(a)	NO_x ^(b)	Book Value^(c)
Ameren^(d)	3,198,000	70,705	$	160	^(e)
UE	1,722,000	37,746		44
Genco	774,000	17,876		47
CILCORP^(f)	363,000	4,102		35
CILCO (AERG)	363,000	4,102		1
EEI	339,000	10,981		8

(a)	Vintages are from 2009 to 2019. Each company possesses additional allowances for use in periods beyond 2019.

(b)	Vintage is 2009.

(c)	The book value represents SO₂ and NO_x emission allowances for use in periods through 2038. The book value at December 31, 2008, for Ameren, UE, Genco, CILCORP, CILCO (AERG), and EEI was $167 million, $48 million, $49 million, $35 million, $1 million, and $9 million, respectively.

(d)	Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

(e)	Includes $26 million of fair-market value adjustments recorded in connection with Ameren’s 2004 acquisition of an additional 20% ownership interest in EEI.

(f)	Includes fair market value adjustments recorded in connection with Ameren’s acquisition of CILCORP.

The following table presents the amortization expense based on usage of emission allowances, net of gains from emission allowance sales, for Ameren, UE, Genco, CILCORP and CILCO (AERG) during the three months ended March 31, 2009 and 2008.


	Three Months
	2009			2008
Ameren^(a)(b)	$	5		$	7
UE		(c	)		(1	)
Genco		3			7
CILCORP^(b)		(c	)		(c	)
CILCO (AERG)		(c	)		(c	)

(a)	Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

(b)	Includes allowances consumed that were recorded through purchase accounting.

(c)	Less than $1 million.

Excise Taxes

Excise taxes imposed on us are reflected on Missouri electric, Missouri gas, and Illinois gas customer bills. They are recorded gross in Operating Revenues and Operating Expenses - Taxes Other than Income Taxes on the statement of income. Excise taxes reflected on Illinois electric customer bills are imposed on the consumer and are therefore not included in revenues and expenses. They are recorded as tax collections payable and included in Taxes Accrued on the balance sheet. The following table presents excise taxes recorded in Operating Revenues and Operating Expenses - Taxes Other than Income Taxes for the three months ended March 31, 2009 and 2008:


	Three Months
	2009		2008
Ameren	$	42	$	49
UE		23		25
CIPS		5		6
CILCORP		4		5
CILCO		4		5
IP		10		13

Uncertain Tax Positions

The amount of unrecognized tax benefits as of March 31, 2009, was $129 million, $25 million, less than $1 million, $55 million, $31 million, $31 million and less than $1 million for Ameren, UE, CIPS, Genco, CILCORP, CILCO and IP, respectively. The total unrecognized tax benefits (detriments), that would impact the effective tax rate, if recognized, for each of the respective companies was as follows: Ameren - $11 million, UE - $1 million, CIPS - none, Genco - ($2 million), CILCORP - less than $1 million, CILCO - less than $1 million, and IP - none.

Ameren is currently under U.S. federal income tax examination for years 2005, 2006 and 2007. State income tax returns are generally subject to examination for a period of three years after filing of the return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. The Ameren Companies do not have material state income tax issues under examination, administrative appeals, or litigation.

It is reasonably possible that events will occur during the next 12 months that would cause the total amount of unrecognized tax

benefits to increase or decrease. However, the Ameren Companies do not believe such increases or decreases would be material to their financial condition or results of operations.

Asset Retirement Obligations

AROs at Ameren, UE, CIPS, Genco, CILCORP, CILCO and IP increased compared to December 31, 2008, to reflect the accretion of obligations to their fair values.

Noncontrolling Interest

At Ameren, noncontrolling interest comprises the 20% of EEI’s net assets that are not owned by Ameren and the preferred stock not subject to mandatory redemption of the Ameren subsidiaries. These noncontrolling interests are classified as a component of equity separate from Ameren’s equity in Ameren’s consolidated balance sheet. At CILCORP, noncontrolling interest comprises the preferred stock not subject to mandatory redemption of its subsidiary, CILCO. This noncontrolling interest is classified as a component of equity separate from CILCORP’s equity in CILCORP’s consolidated balance sheet. Equity changes attributable to the noncontrolling interest at Ameren included net income of $4 million and $11 million and dividends paid to the noncontrolling interest holders of $8 million and $10 million for the three months ended March 31, 2009, and 2008, respectively. CILCORP had no changes in equity attributable to the noncontrolling interest for the three months ended March 31, 2009.

NOTE 2 - RATE AND REGULATORY MATTERS

Below is a summary of significant regulatory proceedings and related lawsuits. We are unable to predict the ultimate outcome of these matters, the timing of the final decisions of the various agencies and courts, or the impact on our results of operations, financial position, or liquidity.

Missouri

2009 Electric Rate Order

In January 2009, the MoPSC issued an order approving an increase for UE in annual revenues for electric service and the implementation of a FAC and a vegetation management and infrastructure inspection cost tracking mechanism, among other things. In February 2009, Noranda and the Missouri Office of Public Counsel appealed certain aspects of the MoPSC decision to the Circuit Court of Pemiscot County, Missouri, the Circuit Court of Stoddard County, Missouri, and the Circuit Court of Cole County, Missouri. UE cannot predict the outcome of the court appeals.

Environmental Cost Recovery Mechanism

A Missouri law enacted in July 2005 enables the MoPSC to put in place an environmental cost recovery mechanism for Missouri’s utilities. The MoPSC initiated a proceeding in December 2008 to develop revised rules for the cost recovery mechanism. Rules for the environmental cost recovery mechanism were approved by the MoPSC in April 2009 and will be effective once published in the Missouri Register. UE will not be able to implement an environmental cost recovery mechanism until so authorized by the MoPSC as part of a rate case proceeding.

Illinois

Illinois Electric Settlement Agreement

In 2007, key stakeholders in Illinois agreed to avoid rate rollback and freeze legislation that would impose a tax on electric generation. These stakeholders wanted to address the increase in electric rates and the future power procurement process in Illinois. The terms of the agreement included a comprehensive rate relief and customer assistance program.

The Ameren Illinois Utilities, Genco, and CILCO (AERG) recognize in their financial statements the costs of their respective rate relief contributions and program funding in a manner corresponding with the timing of the funding. Ameren, CIPS, CILCO (Illinois Regulated), IP, Genco, and CILCO (AERG) incurred charges to earnings, primarily recorded as a reduction to electric operating revenues, during the quarter ended March 31, 2009, of $6 million, $1 million, less than $1 million, $1 million, $2 million, and $1 million, respectively (quarter ended March 31, 2008 - $11 million, $2 million, $1 million, $2 million, $4 million, and $2 million, respectively) under the terms of the Illinois electric settlement agreement.

Power Procurement Plan

As part of the Illinois electric settlement agreement, the reverse auction used for power procurement in Illinois was discontinued. It was replaced with a new power procurement process led by the IPA, which was established as a part of the Illinois electric settlement agreement, beginning in 2009. In January 2009, the ICC approved the electric power procurement plan filed by the IPA for both the Ameren Illinois Utilities and Commonwealth Edison Company. The plan outlined the wholesale products that the IPA will procure on behalf of the Ameren Illinois Utilities for the period June 1, 2009, through May 30, 2014. The IPA procured capacity through a RFP process on behalf of the Ameren Illinois Utilities in April 2009. See Note 9 - Commitments and Contingencies for further information about the results of the capacity RFP. The energy swaps and renewable energy credits are expected to be procured through a RFP process during the second quarter of 2009.

ICC Reliability Audit

In August 2007, the ICC retained Liberty Consulting Group to investigate, analyze, and report to the ICC on the Ameren Illinois Utilities’ transmission and distribution systems and reliability following the July 2006 wind storms and a November 2006 ice storm. In October 2008, Liberty Consulting Group presented the ICC with a final report containing recommendations for the Ameren Illinois Utilities to improve their systems and their response to emergencies. The ICC directed the Ameren Illinois Utilities to present to the ICC a plan to implement Liberty Consulting Group’s recommendations. The plan was submitted to the ICC in November 2008. Liberty Consulting Group will monitor the Ameren Illinois Utilities’ efforts to implement the recommendations and any initiatives that the Ameren Illinois Utilities undertake. The Ameren Illinois Utilities expect to incur $20 million of capital costs and an estimated $60 million of cumulative operations and maintenance expenses for the 2009 through 2013 timeframe in order to implement the recommendations. The Ameren Illinois Utilities will seek recovery of these costs in future rate cases.

Federal

Nuclear Combined Construction and Operating License Application

In July 2008, UE filed an application with the NRC for a combined construction and operating license for a potential new 1,600-megawatt nuclear unit at UE’s existing Callaway County, Missouri, nuclear plant site. Pursuant to the DOE’s procedures, in 2008 UE filed with the DOE Part I and Part II of its application for a loan guarantee to support the potential construction of a new nuclear unit. UE has also signed contracts for COLA services and certain long lead-time nuclear-unit related equipment (heavy forgings). The filing of the COLA and the DOE loan guarantee application and entering into these contracts did not mean a decision had been made to build a new nuclear unit. These were only the first steps in the regulatory licensing and procurement process. They were necessary actions to preserve the option to develop a new nuclear unit to supply power to UE’s customers.

In early 2009, the Missouri Clean and Renewable Energy Construction Act was separately introduced in both the Missouri Senate and House of Representatives. These bills were designed to allow the MoPSC to authorize, among other things, utilities to recover the costs of financing and tax payments associated with a new generating plant while that plant is being constructed. Recovery of actual construction costs still could not have begun until a plant was put into service. UE believes legislation allowing timely recovery of financing costs during construction must be enacted in order for it to build a new nuclear unit to meet its baseload generation capacity needs. However, passage of this or other legislation was not a commitment or guarantee that UE would build a new nuclear unit.

On April 23, 2009, senior management of UE announced that they had asked the legislative sponsors of the Missouri Clean and Renewable Energy Construction Act to withdraw the bills from consideration by the Missouri General Assembly. UE believed pursuing the legislation being considered in the Missouri Senate in its current form would not give it the financial and regulatory certainty needed to complete the project. As a result, UE announced that it was suspending its efforts to build a new nuclear unit at its existing Missouri nuclear plant site. UE will consider all available and feasible generation options to meet future customer requirements as part of an integrated resource plan that UE is due to file with the MoPSC in June 2010.

As of March 31, 2009, UE has capitalized approximately $75 million as construction work in progress related to the COLA and heavy forgings. In addition, UE has remaining contractual commitments of approximately $85 million for the forgings. The incurred costs will remain capitalized while management assesses all options to maximize the value of its investment in this project. However, UE cannot at this time predict which option will ultimately be selected, whether any or all of its investment in this project will be realized or whether there will be a material impact on UE’s and Ameren’s results of operations. If all efforts are permanently abandoned with respect to the future construction of a new nuclear unit in Missouri, it is possible that a charge to earnings could be recognized in a future period.

FERC Order - MISO Charges

In May 2007, UE, CIPS, CILCO and IP filed with the U.S. Court of Appeals for the District of Columbia Circuit an appeal of FERC’s March 2007 order involving the reallocation of certain MISO operational costs among MISO participants retroactive to 2005. In August 2007, the court granted FERC’s motion to hold the appeal in abeyance until the end of the continuing proceedings at FERC regarding these costs. Other MISO participants also filed appeals. On August 10, 2007, UE, CIPS, CILCO, and IP filed a complaint with FERC regarding the MISO tariff’s allocation methodology for these same MISO operational charges. In November 2007, FERC issued two orders relative to these allocation matters. One of these orders addressed requests for rehearing of prior orders in the proceedings, and one concerned MISO’s compliance with FERC’s orders to date in the proceedings. In December 2007, UE, CIPS, CILCO and IP requested FERC’s clarification or rehearing of its November 2007 order regarding MISO’s compliance with FERC’s orders. UE, CIPS, CILCO, and IP maintained that MISO was required to reallocate certain of MISO’s operational costs among MISO market participants, which would result in refunds to UE, CIPS, CILCO, and IP retroactive to April 2006. On November 7, 2008, FERC granted the request for clarification and directed MISO to reallocate certain costs and provide refunds as requested for the period April 2006 to August 2007. On November 10, 2008, FERC granted relief requested in the complaints filed by UE, CIPS, CILCO, IP and others regarding further reallocation for these same MISO operational charges and directed MISO to calculate refunds for the period from August 10, 2007, forward.

Several parties to these proceedings protested MISO’s proposed implementation of these refunds, requested rehearing of FERC’s orders and, in some cases, have appealed FERC’s orders to the courts. In March 2009, MISO began resettling its markets to provide refunds as FERC directed effective on August 10, 2007. On May 6, 2009, FERC issued an order that upheld most of the conclusions of their November 10, 2008, order but changed the effective date for refunds such that certain operational costs will be allocated among MISO market participants beginning November 10, 2008, instead of August 10, 2007. The Ameren Companies continue to evaluate this order, but do not believe it will have a material effect on their results of operations, financial position, or liquidity. FERC has not yet ruled on rehearing requests related to its November 7, 2008, order.

NOTE 3 - SHORT-TERM BORROWINGS AND LIQUIDITY

The liquidity needs of the Ameren Companies are typically supported through the use of available cash and drawings under committed bank credit facilities.

At March 31, 2009, Ameren and certain of its subsidiaries had $2.15 billion of committed credit facilities, consisting of three facilities, in the amounts of $1.15 billion, $500 million and $500 million maturing in July 2010, January 2010, and January 2010, respectively. The following table summarizes the borrowing activity and relevant interest rates as of March 31, 2009, under the $1.15 billion credit facility (excluding letters of credit issued under this facility) and the 2007 and 2006 $500 million credit facilities:


$1.15 Billion Credit Facility	Ameren (Parent)			UE			Genco		Total
March 31, 2009:
Average daily borrowings outstanding during 2009	$	275		$	361		$	-	$	636
Outstanding short-term debt at period end		275			297			-		572
Weighted-average interest rate during 2009		1.06	%		1.07	%		-		1.06	%
Peak short-term borrowings during 2009^(a)	$	275		$	402		$	-	$	677
Peak interest rate during 2009		1.46	%		3.25	%		-		3.25	%


2007 $500 Million Credit Facility	CIPS			CILCORP (Parent)			CILCO (Parent)		IP		AERG			Total
March 31, 2009:
Average daily borrowings outstanding during 2009	$	-		$	17		$	-	$	-	$	80		$	97
Outstanding short-term debt at period end		-			-			-		-		-			-
Weighted-average interest rate during 2009		-			1.81	%		-		-		1.41	%		1.48	%
Peak short-term borrowings during 2009^(a)	$	-		$	50		$	-	$	-	$	85		$	135
Peak interest rate during 2009		-			1.81	%		-		-		2.65	%		2.65	%
2006 $500 Million Credit Facility
March 31, 2009:
Average daily borrowings outstanding during 2009	$	10		$	50		$	-	$	-	$	141		$	201
Outstanding short-term debt at period end		-			50			-		-		55			105
Weighted-average interest rate during 2009		2.02	%		1.97	%		-		-		1.37	%		1.55	%
Peak short-term borrowings during 2009^(a)	$	62		$	50		$	-	$	-	$	151		$	263
Peak interest rate during 2009		2.02	%		3.29	%		-		-		2.72	%		3.29	%

(a)	The simultaneous peak short-term borrowings under all three facilities during the first quarter of 2009 were $1 billion.

Based on outstanding borrowings under the $1.15 billion credit facility and the 2007 and 2006 $500 million credit facilities (including reductions for $11 million of letters of credit issued under the $1.15 billion credit facility and unfunded Lehman participations under the $1.15 billion credit facility and the 2006 $500 million credit facility), the available amounts under the facilities at March 31, 2009, were $492 million, $500 million, and $378 million, respectively.

On June 25, 2008, Ameren entered into a $300 million term loan agreement due June 24, 2009, which was fully drawn on June 26, 2008. The average annual interest rate for borrowing under the $300 million term loan agreement was 1.95% during the three months ended March 31, 2009.

On January 21, 2009, Ameren entered into a $20 million term loan agreement due January 20, 2010, which was fully drawn on January 21, 2009. The average annual interest rate for borrowing under the $20 million term loan agreement was 2.13% during the three months ended March 31, 2009.

Indebtedness Provisions and Other Covenants

The information below presents a summary of the Ameren Companies’ and AERG’s compliance with indebtedness provisions and other covenants. See Note 4 - Short-term Borrowings and Liquidity in the Form 10-K for a detailed description of those provisions.

The 2007 $500 million credit facility and 2006 $500 million credit facility limit the amount of CIPS, CILCORP, CILCO and IP common and preferred stock dividend payments to $10 million per year each if CIPS’, CILCO’s or IP’s senior secured long-term debt securities or first mortgage bonds, or CILCORP’s senior unsecured long-term debt securities, have received a below investment-grade credit rating from either Moody’s or S&P. With respect to AERG, which currently is not rated by Moody’s or S&P, the common and preferred stock dividend restriction will not apply if its ratio of consolidated total debt to consolidated operating cash flow, pursuant to a calculation defined in the facilities, is less than or equal to 3.0 to 1.0. CILCORP’s senior unsecured long-term debt credit ratings from Moody’s and S&P are currently below investment-grade, causing it to be subject to this dividend payment limitation. As of March 31, 2009, AERG failed to meet the debt-to-operating-cash-flow ratio test in the 2007 and 2006 $500 million credit facilities. AERG’s ability to pay dividends is therefore currently limited to a maximum of $10 million per fiscal year. CIPS, CILCO and IP are not currently limited in their dividend payments by this provision of the 2007 or 2006 credit facilities. Ameren’s access to dividends from CILCO and AERG is currently limited by dividend restrictions at CILCORP.

The $300 million term loan agreement entered into in June 2008 has terms similar to the $1.15 billion credit facility discussed below, except that amounts repaid under the term loan agreement may not be reborrowed. Under the $20 million term loan agreement entered into in January 2009, Ameren may elect, for up to three 30-day periods, to pay down and reduce to zero the outstanding

principal balance. The term loan agreements require Ameren to maintain consolidated indebtedness of not more then 65% of consolidated total capitalization pursuant to a calculation defined in the term loan agreements.

The $1.15 billion credit facility, the 2007 $500 million credit facility, and the 2006 $500 million credit facility also limit the total indebtedness of each borrower to 65% of total consolidated capitalization pursuant to a calculation set forth in the facilities. As of March 31, 2009, the ratios of total indebtedness to total consolidated capitalization, calculated in accordance with the provisions of the $1.15 billion credit facility, were 53%, 54% and 51%, for Ameren, UE and Genco, respectively. The ratios for CIPS, CILCORP, CILCO, IP and AERG, calculated in accordance with the provisions of the 2007 $500 million credit facility and 2006 $500 million credit facility, were 48%, 62%, 41%, 52% and 34%, respectively. The ratio of consolidated indebtedness to consolidated total capitalization for Ameren calculated in accordance with the provisions of the $300 million term loan agreement and the $20 million term loan agreement were 54% and 53%, respectively.

None of Ameren’s credit facilities or financing arrangements contain credit rating triggers that would cause an event of default or acceleration of repayment of outstanding balances. At March 31, 2009, management believes that the Ameren Companies and AERG were in compliance with their credit facilities and term loan agreement provisions and covenants.

Money Pools

Ameren has money pool agreements with and among its subsidiaries to coordinate and provide for certain short-term cash and working capital requirements. Separate money pools are maintained for utility and non-state-regulated entities. Ameren Services is responsible for the operation and administration of the money pool agreements.

Utility

Through the utility money pool, the pool participants may access the committed credit facilities. See discussion above for amounts available under the facilities at March 31, 2009. CIPS, CILCO and IP borrow from each other through the utility money pool agreement subject to applicable regulatory short-term borrowing authorizations. Ameren and AERG may participate in the utility money pool only as lenders. The primary sources of external funds for the utility money pool are the 2006 $500 million and the 2007 $500 million credit facilities. The average interest rate for borrowing under the utility money pool for the three months ended March 31, 2009, was 0.24% (2008 - 4.1%).

Non-state-regulated Subsidiaries

Ameren Services, Resources Company, Genco, AERG, Marketing Company, AFS and other non-state-regulated Ameren subsidiaries have the ability, subject to Ameren parent company authorization and applicable regulatory short-term borrowing authorizations, to access funding from Ameren’s $1.15 billion credit facility through a non-state-regulated subsidiary money pool agreement. See discussion above for amount available under the $1.15 billion credit facility at March 31, 2009. In addition, Ameren had available cash balances at March 31, 2009, which can be loaned into this arrangement. The average interest rate for borrowing under the non-state-regulated subsidiary money pool for the three months ended March 31, 2009, was 1.2% (2008 - 4.4%).

See Note 8 - Related Party Transactions for the amount of interest income and expense from the money pool arrangements recorded by the Ameren Companies for the three months ended March 31, 2009.

In addition, in March 2009, CILCORP and AERG each entered into a separate unilateral borrowing agreement with Ameren and Ameren Services, which enables CILCORP and AERG to make short-term borrowings directly from Ameren. Borrowings under the unilateral borrowing agreements are subordinate to all other indebtedness. As of March 31, 2009, CILCORP and AERG had $146 million and $100 million, respectively, of short-term borrowings under the unilateral borrowing agreements with an average interest rate of 1.7% for each for the three months ended March 31, 2009. Ameren Services is responsible for operation and administration of the agreements.

NOTE 4 - LONG-TERM DEBT AND EQUITY FINANCINGS

Ameren

Under DRPlus, pursuant to an effective SEC Form S-3 registration statement, and under our 401(k) plan, pursuant to an effective SEC Form S-8 registration statement, Ameren issued a total of 1.1 million new shares of common stock valued at $28 million in the three months ended March 31, 2009.

In March 2009, UE issued $350 million of 8.45% senior secured notes due March 15, 2039, with interest payable semiannually on March 15 and September 15 of each year, beginning in September 2009. These notes are secured by first mortgage bonds. UE received net proceeds of $346 million, which were used to repay short-term debt. In connection with this issuance of $350 million of senior secured notes, UE agreed, for so long as these senior secured notes are outstanding, that it will not, prior to maturity, cause a

first mortgage bond release date to occur. The first mortgage bond release date is the date at which the security provided by the pledge under UE’s first mortgage indenture would no longer be available to holders of any outstanding series of its senior secured notes and such indebtedness would become senior unsecured indebtedness.

CILCORP

In conjunction with Ameren’s acquisition of CILCORP, CILCORP’s long-term debt was increased to fair value by $111 million. Amortization related to fair-value adjustments was $1 million (2008 - $1 million) for the three months ended March 31, 2009, and was included in interest expense in the Consolidated Statements of Income of Ameren and CILCORP.

See Note 4 - Short-Term Borrowings and Liquidity under Part II, Item 8 of the Form 10-K regarding CILCORP’s pledge of the common stock of CILCO as security for its obligations under the 2007 $500 million credit facility and the 2006 $500 million credit facility.

In September 2008, CILCORP commenced a cash tender offer for any and all of its outstanding 8.70% senior notes due 2009 ($123.755 million aggregate principal amount) and its 9.375% senior bonds due 2029 ($210.565 million aggregate principal amount), collectively, the “notes.” Concurrent with the tender offer, CILCORP solicited consents from the holders of the notes to certain proposed amendments to the indenture governing these securities. Any holder tendering securities as part of this offer is deemed to consent to the proposed amendments. No consents will be accepted separate from a tender of such holder’s securities. The amendments would eliminate certain restrictive covenants in the indenture and the notes. In April 2009, CILCORP terminated the tender offer and the consent solicitation related to the outstanding 8.70% senior notes due 2009 and extended the tender offer and consent solicitation related to the 2029 bonds to July 31, 2009. The total consideration for each $1,000 principal amount of 2029 bonds validly tendered on or prior to the current consent and expiration date is $1,230, which includes a consent payment of $50 per $1,000 principal amount of such 2029 bonds tendered on or prior to such date. Holders validly tendering and not withdrawing the 2029 bonds on or before the extended consent and expiration date are eligible to receive the corresponding total consideration. In addition, tenders of 2029 bonds, including previously-tendered 2029 bonds, may be withdrawn (and related consents may be rescinded) at any time prior to July 31, 2009. As of April 29, 2009, CILCORP had received consents, net of those rescinded, from the holders of $206.7 million, or 98.2%, of its outstanding 2029 bonds. Consummation of the tender offer and the consent solicitation is subject to a number of conditions, including the absence of certain adverse legal and market developments, as described in the offer to purchase. CILCORP has reserved the right to amend, further extend, terminate, or waive any conditions to the tender offer and the consent solicitation at any time. The impact on CILCORP’s net income of the tender offer is expected to be immaterial, if consummated.

In March 2009, IP completed its offer to exchange up to $400 million of its unregistered 9.75% senior secured notes due November 15, 2018, for a like amount of registered 9.75% senior secured notes due November 15, 2018. The unregistered senior secured notes were issued and sold in October 2008 with registration rights in a private placement. The entire aggregate principal amount of unregistered notes was tendered for exchange and not withdrawn prior to the expiration of the exchange offer.

Indenture Provisions and Other Covenants

The information below presents a summary of the Ameren Companies’ compliance with indenture provisions and other covenants. See Note 5 - Long-term Debt and Equity Financings in the Form 10-K for a detailed description of those provisions.

UE’s, CIPS’, CILCO’s and IP’s indenture provisions and articles of incorporation include covenants and provisions related to the issuances of first mortgage bonds and preferred stock. UE, CIPS, CILCO and IP are required to meet certain ratios to issue first mortgage bonds and preferred stock. The following table includes the required and actual earnings coverage ratios for interest charges and preferred dividends and bonds and preferred stock issuable for the 12 months ended March 31, 2009, at an assumed interest and dividend rate of 8%.


	Required Interest Coverage Ratio^(a)	Actual Interest Coverage Ratio	Bonds Issuable^(b)		Required Dividend Coverage Ratio^(c)	Actual Dividend Coverage Ratio	Preferred Stock Issuable
UE	³2.0	2.4	$	647	³2.5	35.2	$	971
CIPS	³2.0	2.6		98	³1.5	1.6		22
CILCO	³2.0^(d)	10.1		181	³2.5	69.0		50	^(e)
IP	³2.0	2.2		418	³1.5	1.1		-

(a)	Coverage required on the annual interest charges on first mortgage bonds outstanding and to be issued. Coverage is not required in certain cases when additional first mortgage bonds are issued on the basis of retired bonds.

(b)

Amount of bonds issuable based either on meeting required coverage ratios or unfunded property additions, whichever is more restrictive. These amounts shown also include bonds issuable based on retired bond capacity of $143 million, $18 million, $44 million and $286 million, at UE, CIPS, CILCO and IP, respectively.

(c)

Coverage required on the annual interest charges on all long-term debt (CIPS only) and the annual dividend on preferred stock outstanding and to be issued, as required in the respective company’s articles of incorporation. For CILCO, this ratio must be met for a period of 12 consecutive calendar months within the 15 months immediately preceding the issuance.

(d)

In lieu of meeting the interest coverage ratio requirement, CILCO may attempt to meet an earnings requirement of at least 12% of the principal amount of all mortgage bonds outstanding and to be issued. For the three months ended March 31, 2009, CILCO had earnings equivalent to at least 29% of the principal amount of all mortgage bonds outstanding.

(e)	See Note 4 - Short-term Borrowings and Liquidity under Part II, Item 8 of the Form 10-K for a discussion regarding the restriction on the issuance of preferred stock by CILCO under the 2006 $500 million credit facility and the 2007 $500 million credit facility.

UE’s mortgage indenture contains certain provisions that restrict the amount of common dividends that can be paid by UE. Under this mortgage indenture, $31 million of total retained earnings was restricted against payment of common dividends, except those dividends payable in common stock, which left $1.7 billion of free and unrestricted retained earnings at March 31, 2009.

CILCO’s articles of incorporation contain certain provisions that prohibit the payment of dividends on its common stock (1) from either paid-in surplus or any surplus created by a reduction of stated capital or capital stock, or (2) if at the time of dividend declaration, there shall not remain to the credit of earned surplus account (after deducting the amount of such dividends) an amount at least equal to two times the annual dividend requirement on all outstanding shares of CILCO’s preferred stock.

Genco’s and CILCORP’s indentures include provisions that require the companies to maintain certain debt service coverage and/or debt-to-capital ratios in order for the companies to pay dividends, to make certain principal or interest payments, to make certain loans to or investments in affiliates, or to incur additional indebtedness. The following table summarizes these ratios for the 12 months ended March 31, 2009:


	Required Interest Coverage Ratio		Actual Interest Coverage Ratio	Required Debt-to- Capital Ratio		Actual Debt-to- Capital Ratio
Genco^(a)	³1.75	^(b)	6.5	£60	%	49	%
CILCORP^(c)	³2.2		3.8	£67	%	40	%

(a)

Interest coverage ratio relates to covenants regarding certain dividend, principal and interest payments on certain subordinated intercompany borrowings. The debt-to-capital ratio relates to a debt incurrence covenant, which also requires an interest coverage ratio of 2.5 for the most recently ended four fiscal quarters.

(b)	Ratio excludes amounts payable under Genco’s intercompany note to CIPS. The ratio must be met both for the prior four fiscal quarters and for the succeeding four six-month periods.

(c)	CILCORP must maintain the required interest coverage ratio and debt-to-capital ratio in order to make any payment of dividends or intercompany loans to affiliates other than direct or indirect subsidiaries.

Genco’s debt incurrence-related ratio restrictions and restricted payment limitations under its indenture may be disregarded if both Moody’s and S&P reaffirm the ratings of Genco in place at the time of the debt incurrence after considering the additional indebtedness. Even if CILCORP is not in compliance with these restrictions, CILCORP may still make payments of dividends or intercompany loans if its senior long-term debt rating is at least BB+ from S&P, Baa2 from Moody’s, and BBB from Fitch. At March 31, 2009, CILCORP’s senior long-term debt ratings from S&P, Moody’s and Fitch were BB+, Ba2, and BBB-, respectively. The common stock of CILCO is pledged as security to the holders of CILCORP’s senior notes and bonds and credit facility obligations.

In order for the Ameren Companies to issue securities in the future, they will have to comply with any applicable tests in effect at the time of any such issuances.

Off-Balance-Sheet Arrangements

At March 31, 2009, none of the Ameren Companies had any off-balance-sheet financing arrangements, other than operating leases entered into in the ordinary course of business. None of the Ameren Companies expect to engage in any significant off-balance-sheet financing arrangements in the near future.

NOTE 5 - OTHER INCOME AND EXPENSES

The following table presents Other Income and Expenses for each of the Ameren Companies for the three months ended March 31, 2009 and 2008:


	Three Months
	2009			2008
Ameren:^(a)
Miscellaneous income:
Interest and dividend income	$	8		$	12
Allowance for equity funds used during construction		6			6
Other		2			1
Total miscellaneous income	$	16		$	19
Miscellaneous expense:
Other	$	(4	)	$	(4	)
Total miscellaneous expense	$	(4	)	$	(4	)
UE:
Miscellaneous income:
Interest and dividend income	$	7		$	8
Allowance for equity funds used during construction		6			6
Total miscellaneous income	$	13		$	14
Miscellaneous expense:
Other	$	(2	)	$	(2	)
Total miscellaneous expense	$	(2	)	$	(2	)
CIPS:
Miscellaneous income:
Interest and dividend income	$	2		$	3
Other		1			-
Total miscellaneous income	$	3		$	3
Miscellaneous expense:
Other	$	(1	)	$	-
Total miscellaneous expense	$	(1	)	$	-
CILCORP:
Miscellaneous expense:
Other	$	(1	)	$	-
Total miscellaneous expense	$	(1	)	$	-
CILCO:
Miscellaneous expense:
Other	$	(1	)	$	-
Total miscellaneous expense	$	(1	)	$	-
IP:
Miscellaneous income:
Interest income	$	-		$	2
Other		1			1
Total miscellaneous income	$	1		$	3
Miscellaneous expense:
Other	$	(1	)	$	(1	)
Total miscellaneous expense	$	(1	)	$	(1	)

(a)	Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS

We use derivatives principally to manage the risk of changes in market prices for natural gas, fuel, electricity, and emission allowances. Price fluctuations in natural gas, fuel, and electricity may cause the following:

•

an unrealized appreciation or depreciation of our contracted commitments to purchase or sell when purchase or sale prices under the commitments are compared with current commodity prices;

•

market values of fuel and natural gas inventories, emission allowances or purchased power that differ from the cost of those commodities in inventory; and

•

actual cash outlays for the purchase of these commodities that differ from anticipated cash outlays.

The derivatives that we use to hedge these risks are governed by our risk management policies for forward contracts, futures, options, and swaps. Our net positions are continually assessed within our structured hedging programs to determine whether new or offsetting transactions are required. The goal of the hedging program is generally to mitigate financial risks while ensuring that

sufficient volumes are available to meet our requirements. Contracts we enter into as part of our risk management program may be settled financially, settled by physical delivery, or net settled with the counterparty.

The following table presents open gross derivative volumes by commodity type as of March 31, 2009:


	Quantity
Commodity	NPNS Contracts^(a)		Cash Flow Hedges^(b)		Other Derivatives^(c)		Derivatives Subject to Regulatory Deferral^(d)
Coal (in tons)
Ameren^(e)	95,480,206		(f	)	(f	)	(f	)
UE	56,074,621		(f	)	(f	)	(f	)
Genco	20,767,875		(f	)	(f	)	(f	)
CILCORP/CILCO	9,577,987		(f	)	(f	)	(f	)
Gas (in mmbtu)
Ameren^(e)	180,973,610		(f	)	6,839,500		108,586,600
UE	24,223,500		(f	)	(f	)	13,623,500
CIPS	33,166,000		(f	)	(f	)	17,481,000
Genco	4,739,015		(f	)	2,677,500		(f	)
CILCORP/CILCO	47,962,100		(f	)	2,822,000		27,127,100
IP	70,108,425		(f	)	(f	)	50,355,000
Heating oil (in gallons)
Ameren^(e)	(f	)	(f	)	175,140,000		30,996,000
UE	(f	)	(f	)	(f	)	30,996,000
Power (in megawatthours)
Ameren^(e)	69,232,106		4,480,295		20,033,020		3,869,600
UE	1,072,729		(f	)	140,800		3,869,600
CIPS	(f	)	(f	)	(f	)	10,087,242
CILCORP/CILCO	(f	)	(f	)	(f	)	5,196,458
IP	(f	)	(f	)	(f	)	15,283,700
SO₂ Emission Allowances (in tons)
Ameren	(f	)	(f	)	3,546		(f	)
Genco	(f	)	(f	)	3,546		(f	)

(a)	Contracts through 2013, 2015, and 2035 for coal, gas, and power, respectively.

(b)	Contracts through 2011 for power.

(c)	Contracts through 2009, 2012, 2011, and 2009 for gas, heating oil, power, and SO₂ emission allowances, respectively.

(d)	Contracts through 2013, 2012, and 2012 for gas, heating oil and power, respectively.

(e)	Includes amounts from Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

(f)	Not applicable.

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended (SFAS No. 133), requires that all contracts considered to be derivative instruments be recorded on the balance sheet at their fair values, unless the NPNS exception applies. See Note 7 - Fair Value Measurements for our methods of assessing the fair value of derivative instruments. Many of our physical contracts, such as our coal and purchased power contracts, qualify for the NPNS exception to derivative accounting rules. The revenue or expense on NPNS contracts is recognized at contract price upon physical delivery.

If we determine that a contract meets the definition of a derivative and is not eligible for the NPNS exception, we review the contract to determine if it qualifies for hedge accounting under SFAS No. 133. We also consider whether gains and losses resulting from such derivatives qualify for deferral under SFAS No. 71, “Accounting for the Effects of Certain Types of Regulation” (SFAS No. 71). Contracts that qualify for cash flow hedge accounting are recorded at fair value with changes in fair value charged or credited to accumulated OCI in the period in which the change occurs, to the extent the hedge is effective. To the extent the hedge is ineffective, the related changes in fair value are charged or credited to the statement of income in the period in which the change occurs. When the contract is settled or delivered, the net gain or loss is recorded in the statement of income.

Contracts that qualify for fair value hedge accounting are recorded at fair value, with changes in fair value charged or credited to the statement of income in the period in which the change occurs. In addition, the underlying exposure being hedged in a fair value hedge relationship is similarly treated. The net effect to the statement of income in a fair value hedge relationship is equal to the change in fair value of the derivative offset by the change in the value of the underlying.

Contracts that qualify for deferral under SFAS No. 71 are recorded at fair value, with changes in fair value charged or credited to regulatory assets or regulatory liabilities in the period in which the change occurs. Regulatory assets or regulatory liabilities are amortized to the statement of income as related losses and gains are reflected in rates charged to customers.

Certain derivative contracts are entered into on a regular basis as part of our risk management program but do not qualify for the NPNS exception, hedge accounting under SFAS No. 133, or deferral accounting under SFAS No. 71. Such contracts are recorded at fair value with changes in the fair value charged or credited to the statement of income in the period in which the change occurs.

The following table presents the carrying value and balance sheet location of all derivative instruments as of March 31, 2009:


	Balance Sheet Location	Ameren^(a)			UE			CIPS			Genco			CILCORP/ CILCO			IP
Derivative assets designated as hedging instruments under SFAS No. 133
Commodity contracts:
Power	MTM derivative assets	$	90		$	-		$	(b	)	$	(b	)	$	(b	)	$	(b	)
	Other assets		13			-			-			-			-			-
	Total assets	$	103		$	-		$	-		$	-		$	-		$	-
Derivative liabilities designated as hedging instruments under SFAS No. 133
Foreign exchange contracts	Other deferred credits and liabilities	$	6		$	6		$	-		$	-		$	-		$	-
	Total liabilities	$	6		$	6		$	-		$	-		$	-		$	-
Derivative assets not designated as hedging instruments under SFAS No. 133
Commodity contracts:
Gas	MTM derivative assets	$	2		$	-		$	(b	)	$	(b	)	$	(b	)	$	(b	)
Heating oil	MTM derivative assets		22			1			(b	)		(b	)		(b	)		(b	)
	Other assets		40			6			-			-			-			-
Power	MTM derivative assets		210			47			(b	)		(b	)		(b	)		(b	)
	Other assets		11			-			-			-			-			-
	Total assets	$	285		$	54		$	-		$	-		$	-		$	-
Derivative liabilities not designated as hedging instruments under SFAS No. 133
Commodity contracts:
Gas	MTM derivative liabilities	$	146		$	(b	)	$	26		$	(b	)	$	34		$	59
	Other current liabilities		-			21			-			1			-			-
	Other deferred credits and liabilities		65			10			15			-			12			28
Heating oil	MTM derivative liabilities		21			(b	)		-			(b	)		-			-
	Other deferred credits and liabilities		33			-			-			-			-			-
Power	MTM derivative liabilities		105			(b	)		-			(b	)		-			-
	MTM derivative liabilities - affiliates		(b	)		(b	)		27			(b	)		12			36
	Other current liabilities		-			10			-			-			-			-
	Other deferred credits and liabilities		5			-			102			-			52			154
SO₂ emission allowances	MTM derivative liabilities		1			(b	)		-			(b	)		-			-
	Other current liabilities		-			-			-			1			-			-
	Total liabilities	$	376		$	41		$	170		$	2		$	110		$	277

(a)	Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

(b)	Balance sheet line item not applicable to registrant.

The following table presents the cumulative amount of pretax net gains (losses) on all derivative instruments in accumulated OCI and regulatory assets or regulatory liabilities as of March 31, 2009:


	Ameren^(a)			UE			CIPS			Genco			CILCORP/ CILCO			IP
Cumulative gains (losses) deferred in accumulated OCI:
Power forwards^(b)	$	90		$	-		$	-		$	-		$	-		$	-
Interest rate swaps^(c)(d)		(10	)		-			-			(10	)		-			-
Cumulative gains (losses) deferred in regulatory assets or liabilities:
Gas swaps and futures contracts^(e)		(203	)		(31	)		(41	)		-			(44	)		(87	)
Financial contracts^(f)		38			38			(129	)		-			(65	)		(191	)
Heating oil options and swaps^(g)		(27	)		(27	)		-			-			-			-

(a)	Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

(b)	Represents the MTM value for the hedged portion of electricity price exposure through December 2011, including current gains of $72 million at Ameren.

(c)

Includes a gain associated with interest rate swaps at Genco that were a partial hedge of the interest rate on debt issued in June 2002. The swaps cover the first 10 years of debt that has a 30-year maturity, and the gain in OCI is amortized over a 10-year period that began in June 2002. The carrying value at March 31, 2009, was $2 million. Over the next twelve months, $0.7 million of the gain will be amortized.

(d)

Includes a loss associated with interest rate swaps at Genco. The swaps were executed during the fourth quarter of 2007 as a partial hedge of interest rate risks associated with Genco’s April 2008 debt issuance. The loss on the interest rate swaps is being amortized over a 10-year period that began in April 2008. The carrying value at March 31, 2009 was a loss of $12 million. Over the next twelve months, $1.4 million of the loss will be amortized.

(e)

Represents losses associated with natural gas swaps and futures contracts. The swaps and futures contracts are a partial hedge of our natural gas requirements through October 2012 at UE and CILCO and through March 2013 at CIPS and IP. Current losses deferred as regulatory assets include $21 million, $26 million, $32 million and $59 million at UE, CIPS, CILCO and IP, respectively.

(f)

Represents gains (losses) associated with financial contracts. The financial contracts are a partial hedge of power price exposure through May 2010 at UE and December 2012 at CIPS, CILCO, and IP. Current gains deferred as regulatory liabilities include $47 million at UE as of March 31, 2009. Current losses deferred as regulatory assets include $10 million, $27 million, $12 million, and $36 million at UE, CIPS, CILCO and IP, respectively, as of March 31, 2009.

(g)	Represents losses on heating oil options and swaps. The options and swaps are a partial hedge of our transportation costs for coal through December 2012. Current losses deferred as regulatory assets include $11 million at UE as of March 31, 2009.

Derivative instruments are subject to various credit-related losses in the event of nonperformance by counterparties to the transaction. NYMEX-traded futures contracts are supported by the financial and credit quality of the clearing members of the NYMEX and have nominal credit risk. In all other transactions, we are exposed to credit risk. Our credit risk management program involves establishing credit limits and collateral requirements for counterparties, using master trading and netting agreements, and daily exposure reporting to senior management.

We believe that entering into master trading and netting agreements mitigates the level of financial loss resulting from default by allowing net settlement of derivative assets and liabilities. We generally enter into the following master trading and netting agreements: (1) International Swaps and Derivatives Association agreement - a standardized financial gas and electric contract, (2) the Master Power Purchase and Sale Agreement, created by the Edison Electric Institute and the National Energy Marketers Association - a standardized contract for the purchase and sale of wholesale power, and (3) North American Energy Standards Board, Inc. agreement - a standardized contract for the purchase and sale of natural gas. These master trading and netting agreements allow the counterparties to net settle sale and purchase transactions. Further, collateral requirements are calculated at a master trading and netting agreement level by counterparty.

Concentrations of Credit Risk

In determining our concentrations of credit risk related to derivative instruments, we reviewed our individual counterparties and categorized each counterparty into one of eight groupings according to the primary business in which each engages. The following table presents the maximum exposure, as of March 31, 2009, if counterparty groups were to completely fail to perform on contracts by grouping. The maximum exposure is based on the gross fair value of financial instruments, including NPNS contracts, which excludes collateral held and does not consider the legally binding right to net transactions based on master trading and netting agreements.


	Affiliates		Coal Producers		Electric Utilities		Financial Companies		Commodity Marketing Companies		Municipalities/ Cooperatives		Oil and Gas Companies		Retail Companies		Total
Ameren^(a)	$	735	$	37	$	53	$	159	$	37	$	219	$	22	$	93	$	1,355
UE		110		21		10		20		1		34		1		-		197
CIPS		-		-		-		-		-		-		1		-		1
Genco		-		8		1		5		-		-		4		-		18
CILCORP/CILCO		-		8		-		2		-		-		-		-		10
IP		-		-		-		1		-		-		2		-		3

(a)	Includes amounts for Ameren registrant and nonregistrant subsidiaries.

The following table presents the amount of cash collateral held from counterparties, as of March 31, 2009, based on the contractual rights under the agreements to seek collateral and the maximum exposure as calculated under the individual master trading and netting agreements:

Affiliates

Coal

Producers

Electric

Utilities

Financial
Companies

Commodity

Marketing

Companies

Municipalities/

Cooperatives

Oil and Gas
Companies

Retail

Companies

Total

Ameren^(a)

(a)	Represents amounts held by Marketing Company. As of March 31, 2009, Ameren registrant subsidiaries held no cash collateral.

The potential loss on counterparty exposures is reduced by all collateral held and the application of master trading and netting agreements. Collateral includes both cash collateral and other collateral held. Other collateral consisted of letters of credit in the amount of $43 million, $3 million, and $3 million held by Ameren, UE and Genco, respectively, as of March 31, 2009. The following table presents the potential loss after consideration of collateral and application of master trading and netting agreements as of March 31, 2009:


	Affiliates		Coal Producers		Electric Utilities		Financial Companies		Commodity Marketing Companies		Municipalities/ Cooperatives		Oil and Gas Companies		Retail Companies		Total
Ameren^(a)	$	693	$	7	$	19	$	92	$	21	$	161	$	18	$	76	$	1,087
UE		110		5		9		15		-		34		1		-		174
CIPS		-		-		-		-		-		-		-		-		-
Genco		-		1		-		-		-		1		3		-		5
CILCORP/CILCO		-		1		-		-		-