Edgar Filing: CENTRAL ILLINOIS LIGHT 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 June 30, 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	x	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 July 31, 2009, was as follows:


Ameren Corporation		Common stock, $.01 par value per share - 214,372,742

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	74
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	105
Item 4 and
Item 4T.	Controls and Procedures	110

PART II	Other Information

Item 1.	Legal Proceedings	110
Item 1A.	Risk Factors	110
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	110
Item 4.	Submission of Matters to a Vote of Security Holders	111
Item 6.	Exhibits	113

Signatures		116

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.

CO₂ - Carbon dioxide.

COLA - Combined nuclear plant 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.

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

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

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

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 addressed the issue of power procurement, and it included 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.

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. Also referred to as our Merchant Generation segment.

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.

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.

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.

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.

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.

VIE - Variable-interest entity.

FORWARD-LOOKING STATEMENTS

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

•

regulatory or legislative actions, including changes in regulatory policies and ratemaking determinations, such as the outcome of pending UE, CIPS, CILCO and IP rate proceedings, 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;

•

the impact of weather conditions and other natural phenomena on us and 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;

•

the recovery of costs associated with UE’s Taum Sauk pumped-storage hydroelectric plant incident and investment in a COLA for a second unit at its Callaway nuclear plant;

•

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 limit the operation of our generating units or otherwise 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 June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Operating Revenues:
Electric	$	1,515	$	1,547	$	2,910	$	3,016
Gas		169		243		690		855

Total operating revenues		1,684		1,790		3,600		3,871


Operating Expenses:
Fuel		287		200		561		502
Coal contract settlement		-		(60)		-		(60)
Purchased power		219		306		452		593
Gas purchased for resale		83		165		466		624
Other operations and maintenance		451		476		872		905
Depreciation and amortization		182		171		356		340
Taxes other than income taxes		97		89		207		202

Total operating expenses		1,319		1,347		2,914		3,106

Operating Income		365		443		686		765

Other Income and Expenses:
Miscellaneous income		17		19		33		38
Miscellaneous expense		(7)		(8)		(11)		(13)

Total other income		10		11		22		25

Interest Charges		124		118		242		218

Income Before Income Taxes		251		336		466		572
Income Taxes		83		119		153		206

Net Income		168		217		313		366
Less: Net Income Attributable to Noncontrolling Interests		3		11		7		22

Net Income Attributable to Ameren Corporation	$	165	$	206	$	306	$	344


Earnings per Common Share – Basic and Diluted	$	0.77	$	0.98	$	1.43	$	1.64

Dividends per Common Share	$	0.385	$	0.635	$	0.770	$	1.270
Average Common Shares Outstanding		213.6		209.5		213.1		209.1

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

AMEREN CORPORATION

CONSOLIDATED BALANCE SHEET

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


	June 30, 2009		December 31, 2008
ASSETS

Current Assets:
Cash and cash equivalents	$	251	$	92
Accounts receivable – trade (less allowance for doubtful accounts of $35 and $28, respectively)		450		502
Unbilled revenue		365		427
Miscellaneous accounts and notes receivable		337		292
Materials and supplies		733		842
Mark-to-market derivative assets		277		207
Other current assets		251		232

Total current assets		2,664		2,594

Property and Plant, Net		17,006		16,567
Investments and Other Assets:
Nuclear decommissioning trust fund		249		239
Goodwill		831		831
Intangible assets		150		167
Regulatory assets		1,616		1,653
Other assets		674		606

Total investments and other assets		3,520		3,496

TOTAL ASSETS	$	23,190	$	22,657


LIABILITIES AND EQUITY

Current Liabilities:
Current maturities of long-term debt	$	129	$	380
Short-term debt		965		1,174
Accounts and wages payable		523		813
Taxes accrued		131		54
Interest accrued		126		107
Mark-to-market derivative liabilities		234		155
Other current liabilities		437		380

Total current liabilities		2,545		3,063

Long-term Debt, Net		7,321		6,554
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		2,194		2,131
Accumulated deferred investment tax credits		95		100
Regulatory liabilities		1,307		1,291
Asset retirement obligations		418		406
Pension and other postretirement benefits		1,486		1,495
Other deferred credits and liabilities		470		438

Total deferred credits and other liabilities		5,970		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 214.2 and 212.3, respectively		2		2
Other paid-in capital, principally premium on common stock		4,835		4,780
Retained earnings		2,323		2,181
Accumulated other comprehensive income (loss)		(13)		-

Total Ameren Corporation stockholders’ equity		7,147		6,963

Noncontrolling Interests		207		216

Total equity		7,354		7,179

TOTAL LIABILITIES AND EQUITY	$	23,190	$	22,657

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

AMEREN CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited) (In millions)


	Six Months Ended June 30,
	2009		2008
Cash Flows From Operating Activities:
Net income	$	313	$	366
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		(56)		(94)
Coal contract settlement		-		(60)
Depreciation and amortization		364		350
Amortization of nuclear fuel		25		20
Amortization of debt issuance costs and premium/discounts		7		8
Deferred income taxes and investment tax credits, net		77		107
Other		11		4
Changes in assets and liabilities:
Receivables		93		15
Materials and supplies		109		16
Accounts and wages payable		(204)		(38)
Taxes accrued		77		(58)
Assets, other		53		32
Liabilities, other		68		65
Pension and other postretirement benefits		23		29
Counterparty collateral, net		(4)		(126)
Taum Sauk costs, net of insurance recoveries		(48)		(133)

Net cash provided by operating activities		908		501

Cash Flows From Investing Activities:
Capital expenditures		(846)		(798)
Nuclear fuel expenditures		(35)		(123)
Purchases of securities – nuclear decommissioning trust fund		(288)		(247)
Sales of securities – nuclear decommissioning trust fund		291		231
Purchases of emission allowances		(4)		(2)
Sales of emission allowances		-		2
Other		-		2

Net cash used in investing activities		(882)		(935)

Cash Flows From Financing Activities:
Dividends on common stock		(164)		(266)
Debt issuance costs		(47)		(9)
Dividends paid to noncontrolling interest holders		(16)		(21)
Short-term debt, net		(209)		(22)
Redemptions, repurchases, and maturities of long-term debt		(250)		(808)
Issuances:
Common stock		47		75
Long-term debt		772		1,335

Net cash provided by financing activities		133		284


Net change in cash and cash equivalents		159		(150)
Cash and cash equivalents at beginning of year		92		355

Cash and cash equivalents at end of period	$	251	$	205

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

UNION ELECTRIC COMPANY

STATEMENT OF INCOME

(Unaudited) (In millions)


	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Operating Revenues:
Electric – excluding off-system	$	634	$	586	$	1,080	$	1,073
Electric – off-system		91		150		224		304
Gas		26		35		101		118
Other		1		-		2		-

Total operating revenues		752		771		1,407		1,495


Operating Expenses:
Fuel		163		104		298		251
Purchased power		28		37		61		90
Gas purchased for resale		12		18		60		73
Other operations and maintenance		220		238		436		455
Depreciation and amortization		90		82		176		163
Taxes other than income taxes		66		60		128		120

Total operating expenses		579		539		1,159		1,152

Operating Income		173		232		248		343

Other Income and Expenses:
Miscellaneous income		15		15		28		29
Miscellaneous expense		(2)		(2)		(4)		(4)

Total other income		13		13		24		25

Interest Charges		57		50		110		91

Income Before Income Taxes and Equity in Income of Unconsolidated Investment		129		195		162		277
Income Taxes		45		71		56		100

Income Before Equity in Income of Unconsolidated Investment		84		124		106		177
Equity in Income of Unconsolidated Investment, Net of Taxes		-		-		-		11

Net Income		84		124		106		188
Preferred Stock Dividends		2		2		3		3

Net Income Available to Common Stockholder	$	82	$	122	$	103	$	185

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)


	June 30, 2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	30	$	-
Accounts receivable – trade (less allowance for doubtful accounts of $8 and $8, respectively)		163		142
Unbilled revenue		168		111
Miscellaneous accounts and notes receivable		311		261
Accounts receivable – affiliates		79		32
Materials and supplies		345		339
Mark-to-market derivative assets		31		50
Other current assets		67		58

Total current assets		1,194		993

Property and Plant, Net		9,218		8,995
Investments and Other Assets:
Nuclear decommissioning trust fund		249		239
Intangible assets		41		48
Regulatory assets		908		897
Other assets		389		352

Total investments and other assets		1,587		1,536

TOTAL ASSETS	$	11,999	$	11,524


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	4	$	4
Short-term debt		460		251
Intercompany note payable – Ameren		-		92
Accounts and wages payable		190		360
Accounts payable – affiliates		104		151
Taxes accrued		136		20
Interest accrued		75		56
Other current liabilities		132		121

Total current liabilities		1,101		1,055

Long-term Debt, Net		4,022		3,673
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		1,433		1,372
Accumulated deferred investment tax credits		78		80
Regulatory liabilities		926		922
Asset retirement obligations		326		317
Pension and other postretirement benefits		522		494
Other deferred credits and liabilities		50		49

Total deferred credits and other liabilities		3,335		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		1,798		1,794
Accumulated other comprehensive income		-		25

Total stockholders’ equity		3,541		3,562

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	11,999	$	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)


	Six Months Ended June 30,
	2009		2008
Cash Flows From Operating Activities:
Net income	$	106	$	188
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)		(73)
Depreciation and amortization		176		163
Amortization of nuclear fuel		25		20
Amortization of debt issuance costs and premium/discounts		3		3
Deferred income taxes and investment tax credits, net		49		74
Other		(5)		(9)
Changes in assets and liabilities:
Receivables		(146)		66
Materials and supplies		(4)		(17)
Accounts and wages payable		(162)		(227)
Taxes accrued		116		(31)
Assets, other		17		53
Liabilities, other		26		26
Pension and other postretirement benefits		10		13
Taum Sauk costs, net of insurance recoveries		(48)		(133)

Net cash provided by operating activities		133		115

Cash Flows From Investing Activities:
Capital expenditures		(421)		(377)
Nuclear fuel expenditures		(35)		(123)
Proceeds from intercompany note receivable		-		6
Purchases of securities – nuclear decommissioning trust fund		(288)		(247)
Sales of securities – nuclear decommissioning trust fund		291		231
Other		-		1

Net cash used in investing activities		(453)		(509)

Cash Flows From Financing Activities:
Dividends on common stock		(99)		(105)
Dividends on preferred stock		(3)		(3)
Debt issuance costs		(14)		(5)
Short-term debt, net		209		(49)
Intercompany note payable – Ameren, net		(92)		50
Redemptions, repurchases, and maturities of long-term debt		-		(378)
Issuances of long-term debt		349		699

Net cash provided by financing activities		350		209


Net change in cash and cash equivalents		30		(185)
Cash and cash equivalents at beginning of year		-		185

Cash and cash equivalents at end of period	$	30	$	-

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 June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Operating Revenues:
Electric	$	163	$	169	$	328	$	349
Gas		33		38		131		148
Other		-		-		2		-

Total operating revenues		196		207		461		497


Operating Expenses:
Purchased power		94		108		200		231
Gas purchased for resale		16		24		89		104
Other operations and maintenance		55		48		98		98
Depreciation and amortization		17		17		34		34
Taxes other than income taxes		8		7		18		19

Total operating expenses		190		204		439		486


Operating Income		6		3		22		11

Other Income and Expenses:
Miscellaneous income		2		3		5		6
Miscellaneous expense		-		(2)		(1)		(2)

Total other income		2		1		4		4

Interest Charges		7		8		14		15

Income (Loss) Before Income Taxes		1		(4)		12		-
Income Taxes (Benefit)		-		(1)		4		-

Net Income (Loss)		1		(3)		8		-
Preferred Stock Dividends		-		-		1		1

Net Income (Loss) Available to Common Stockholder	$	1	$	(3)	$	7	$	(1)

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)


	June 30, 2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	10	$	-
Accounts receivable – trade (less allowance for doubtful accounts of $6 and $6, respectively)		61		79
Unbilled revenue		51		74
Miscellaneous accounts and notes receivable		1		1
Accounts receivable – affiliates		4		4
Current portion of intercompany note receivable – Genco		45		42
Current portion of intercompany tax receivable – Genco		9		9
Materials and supplies		38		70
Counterparty collateral asset		19		21
Current portion of regulatory assets		58		31
Other current assets		18		8

Total current assets		314		339

Property and Plant, Net		1,239		1,212
Investments and Other Assets:
Intercompany note receivable – Genco		-		45
Intercompany tax receivable – Genco		89		93
Regulatory assets		228		195
Other assets		31		33

Total investments and other assets		348		366

TOTAL ASSETS	$	1,901	$	1,917


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	-	$	62
Borrowings from money pool		-		44
Accounts and wages payable		60		48
Accounts payable – affiliates		50		49
Taxes accrued		5		7
Customer deposits		15		16
Mark-to-market derivative liabilities		21		17
Mark-to-market derivative liabilities – affiliates		37		14
Other current liabilities		45		51

Total current liabilities		233		308

Long-term Debt, Net		421		421
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		265		259
Accumulated deferred investment tax credits		8		9
Regulatory liabilities		238		234
Pension and other postretirement benefits		78		79
Other deferred credits and liabilities		122		78

Total deferred credits and other liabilities		711		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		295		288

Total stockholders’ equity		536		529

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,901	$	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)


	Six Months Ended June 30,
	2009		2008
Cash Flows From Operating Activities:
Net income	$	8	$	-
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		34		34
Amortization of debt issuance costs and premium/discounts		1		1
Deferred income taxes and investment tax credits, net		(2)		(2)
Changes in assets and liabilities:
Receivables		45		20
Materials and supplies		32		18
Accounts and wages payable		8		12
Taxes accrued		(2)		(12)
Assets, other		4		29
Liabilities, other		(5)		7
Pension and other postretirement benefits		2		2

Net cash provided by operating activities		125		109

Cash Flows From Investing Activities:
Capital expenditures		(47)		(41)
Proceeds from intercompany note receivable – Genco		42		39

Net cash used in investing activities		(5)		(2)

Cash Flows From Financing Activities:
Dividends on preferred stock		(1)		(1)
Debt issuance costs		(3)		-
Short-term debt, net		(62)		(100)
Money pool borrowings, net		(44)		3
Redemptions, repurchases, and maturities of long-term debt		-		(35)

Net cash used in financing activities		(110)		(133)


Net change in cash and cash equivalents		10		(26)
Cash and cash equivalents at beginning of year		-		26

Cash and cash equivalents at end of period	$	10	$	-

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 June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Operating Revenues	$	218	$	196	$	443	$	429

Operating Expenses:
Fuel		69		49		145		137
Coal contract settlement		-		(60)		-		(60)
Other operations and maintenance		43		53		81		93
Depreciation and amortization		17		16		33		32
Taxes other than income taxes		5		5		10		11

Total operating expenses		134		63		269		213

Operating Income		84		133		174		216
Miscellaneous Income		-		1		-		1
Interest Charges		13		17		29		26

Income Before Income Taxes		71		117		145		191
Income Taxes		25		43		52		71

Net Income	$	46	$	74	$	93	$	120

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)


	June 30, 2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	3	$	2
Accounts receivable – affiliates		103		88
Miscellaneous accounts and notes receivable		6		15
Materials and supplies		121		122
Other current assets		13		10

Total current assets		246		237

Property and Plant, Net		2,037		1,950
Intangible Assets		42		49
Other Assets		13		8

TOTAL ASSETS	$	2,338	$	2,244


LIABILITIES AND STOCKHOLDER’S EQUITY
Current Liabilities:
Current portion of intercompany note payable – CIPS	$	45	$	42
Borrowings from money pool		114		80
Accounts and wages payable		65		82
Accounts payable – affiliates		70		58
Current portion of intercompany tax payable – CIPS		9		9
Taxes accrued		23		16
Other current liabilities		41		43

Total current liabilities		367		330

Long-term Debt, Net		774		774
Intercompany Note Payable – CIPS		-		45
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		156		136
Accumulated deferred investment tax credits		5		6
Intercompany tax payable – CIPS		89		93
Asset retirement obligations		51		49
Pension and other postretirement benefits		69		67
Other deferred credits and liabilities		38		49

Total deferred credits and other liabilities		408		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		334		241
Accumulated other comprehensive loss		(48)		(49)

Total stockholder’s equity		789		695

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	2,338	$	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)


	Six Months Ended June 30,
	2009		2008
Cash Flows From Operating Activities:
Net income	$	93	$	120
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		(8)		(29)
Coal contract settlement		-		(60)
Depreciation and amortization		41		45
Deferred income taxes and investment tax credits, net		16		18
Other		5		1
Changes in assets and liabilities:
Receivables		(6)		28
Materials and supplies		1		(16)
Accounts and wages payable		16		(24)
Taxes accrued		7		2
Assets, other		(3)		8
Liabilities, other		(14)		(2)
Pension and other postretirement benefits		2		2

Net cash provided by operating activities		150		92

Cash Flows From Investing Activities:
Capital expenditures		(135)		(117)
Purchases of emission allowances		(2)		(2)
Sales of emission allowances		-		1

Net cash used in investing activities		(137)		(118)

Cash Flows From Financing Activities:
Dividends on common stock		-		(84)
Debt issuance costs		(4)		(2)
Short-term debt, net		-		(100)
Money pool borrowings, net		34		(49)
Intercompany note payable – CIPS		(42)		(39)
Issuances of long-term debt		-		300

Net cash provided by (used in) financing activities		(12)		26


Net change in cash and cash equivalents		1		-
Cash and cash equivalents at beginning of year		2		2

Cash and cash equivalents at end of period	$	3	$	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 June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Operating Revenues:
Electric	$	178	$	163	$	348	$	357
Gas		33		69		157		220
Support services		18		-		34		-
Other		3		1		4		1

Total operating revenues		232		233		543		578


Operating Expenses:
Fuel		26		25		48		53
Purchased power		40		63		87		141
Gas purchased for resale		19		50		115		165
Other operations and maintenance		66		49		127		96
Goodwill impairment loss		-		-		462		-
Depreciation and amortization		19		22		36		43
Taxes other than income taxes		6		5		14		14

Total operating expenses		176		214		889		512


Operating Income (Loss)		56		19		(346)		66
Other Income and Expenses:
Miscellaneous income		-		1		-		1
Miscellaneous expense		(1)		(2)		(2)		(2)

Total other expenses		(1)		(1)		(2)		(1)
Interest Charges		17		13		31		28

Income (Loss) Before Income Taxes		38		5		(379)		37
Income Taxes		14		-		29		12

Net Income (Loss)		24		5		(408)		25
Less: Net Income Attributable to Noncontrolling Interests		-		1		-		1

Net Income (Loss) Attributable to CILCORP Inc.	$	24	$	4	$	(408)	$	24

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)


	June 30, 2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	64	$	-
Accounts receivable – trade (less allowance for doubtful accounts of $10 and $3, respectively)		43		60
Unbilled revenue		25		65
Accounts and notes receivable – affiliates		64		59
Advances to money pool		1		2
Materials and supplies		100		131
Current portion of accumulated deferred income taxes, net		15		24
Counterparty collateral asset		22		16
Current portion of regulatory assets		39		24
Other current assets		18		4

Total current assets		391		385

Property and Plant, Net		1,748		1,710
Investments and Other Assets:
Goodwill		80		542
Intangible assets		34		35
Regulatory assets		182		171
Other assets		30		22

Total investments and other assets		326		770

TOTAL ASSETS	$	2,465	$	2,865


LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	125	$	126
Short-term debt		-		286
Borrowings from money pool		-		98
Intercompany note payable – Ameren		556		152
Accounts and wages payable		59		117
Accounts payable – affiliates		75		84
Taxes accrued		3		4
Mark-to-market derivative liabilities		22		21
Mark-to-market derivative liabilities – affiliates		17		7
Other current liabilities		74		69

Total current liabilities		931		964

Long-term Debt, Net		535		536
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		212		212
Accumulated deferred investment tax credits		4		5
Regulatory liabilities		60		59
Pension and other postretirement benefits		230		216
Other deferred credits and liabilities		122		104

Total deferred credits and other liabilities		628		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)		(308)		100
Accumulated other comprehensive income		22		23

Total CILCORP Inc. stockholder’s equity		352		750

Noncontrolling Interest		19		19

Total equity		371		769

TOTAL LIABILITIES AND EQUITY	$	2,465	$	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)


	Six Months Ended June 30,
	2009		2008
Cash Flows From Operating Activities:
Net income (loss)	$	(408)	$	25
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net mark-to-market gain on derivatives		(3)		(7)
Depreciation and amortization		35		43
Amortization of debt issuance costs and premium/discounts		1		-
Deferred income taxes and investment tax credits, net		6		14
Loss on goodwill impairment		462		-
Changes in assets and liabilities:
Receivables		50		10
Materials and supplies		31		9
Accounts and wages payable		(38)		43
Taxes accrued		(1)		-
Assets, other		(12)		(12)
Liabilities, other		9		9
Pension and postretirement benefits		11		(5)

Net cash provided by operating activities		143		129

Cash Flows From Investing Activities:
Capital expenditures		(96)		(140)
Money pool advances, net		1		-
Purchases of emission allowances		(1)		-
Other		-		(1)

Net cash used in investing activities		(96)		(141)

Cash Flows From Financing Activities:
Debt issuance costs		(14)		-
Dividends paid to noncontrolling interest holders		-		(1)
Short-term debt, net		(286)		30
Intercompany note payable – Ameren, net		404		13
Money pool borrowings, net		(98)		2
Redemptions, repurchases and maturities of long-term debt		-		(19)
Capital contribution from parent		11		-

Net cash provided by financing activities		17		25


Net change in cash and cash equivalents		64		13
Cash and cash equivalents at beginning of year		-		6

Cash and cash equivalents at end of period	$	64	$	19

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 June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Operating Revenues:
Electric	$	178	$	163	$	348	$	357
Gas		33		69		157		220
Support services		18		-		34		-
Other		3		1		4		1

Total operating revenues		232		233		543		578


Operating Expenses:
Fuel		24		23		46		50
Purchased power		40		63		87		141
Gas purchased for resale		19		50		115		165
Other operations and maintenance		66		49		129		97
Depreciation and amortization		18		21		34		41
Taxes other than income taxes		6		5		14		14

Total operating expenses		173		211		425		508

Operating Income		59		22		118		70
Other Income and Expenses:
Miscellaneous income		-		1		-		1
Miscellaneous expense		(2)		(1)		(3)		(1)

Total other expenses		(2)		-		(3)		-

Interest Charges		8		5		15		11

Income Before Income Taxes		49		17		100		59
Income Taxes		18		5		36		21

Net Income		31		12		64		38
Preferred Stock Dividends		-		1		-		1

Net Income Available to Common Stockholder	$	31	$	11	$	64	$	37

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)


	June 30, 2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	64	$	-
Accounts receivable – trade (less allowance for doubtful accounts of $10 and $3, respectively)		43		60
Unbilled revenue		25		65
Accounts receivable – affiliates		60		51
Materials and supplies		100		131
Counterparty collateral asset		22		16
Current portion of regulatory assets		39		24
Other current assets		26		19

Total current assets		379		366

Property and Plant, Net		1,774		1,734
Investments and Other Assets:
Intangible assets		2		1
Regulatory assets		182		171
Other assets		22		22

Total investments and other assets		206		194

TOTAL ASSETS	$	2,359	$	2,294


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	-	$	236
Borrowings from money pool		-		98
Intercompany note payable – Ameren		346		-
Accounts and wages payable		58		117
Accounts payable – affiliates		67		83
Taxes accrued		3		8
Mark-to-market derivative liabilities		22		21
Mark-to-market derivative liabilities – affiliates		17		7
Other current liabilities		65		60

Total current liabilities		578		630

Long-term Debt, Net		279		279
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		179		171
Accumulated deferred investment tax credits		4		5
Regulatory liabilities		208		206
Pension and other postretirement benefits		230		216
Other deferred credits and liabilities		121		103

Total deferred credits and other liabilities		742		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		304		240
Accumulated other comprehensive loss		(3)		(4)

Total stockholders’ equity		760		684

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,359	$	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)


	Six Months Ended June 30,
	2009		2008
Cash Flows From Operating Activities:
Net income	$	64	$	38
Adjustments to reconcile net income to net cash provided by operating activities:
Net mark-to-market gain on derivatives		(3)		(7)
Depreciation and amortization		35		41
Amortization of debt issuance costs and premium/discounts		1		-
Deferred income taxes and investment tax credits, net		5		14
Changes in assets and liabilities:
Receivables		46		13
Materials and supplies		31		9
Accounts and wages payable		(46)		42
Taxes accrued		(5)		(1)
Assets, other		(6)		(14)
Liabilities, other		9		6
Pension and postretirement benefits		14		(1)

Net cash provided by operating activities		145		140

Cash Flows From Investing Activities:
Capital expenditures		(96)		(140)
Purchases of emission allowances		(1)		-
Other		-		1

Net cash used in investing activities		(97)		(139)

Cash Flows From Financing Activities:
Dividends on preferred stock		-		(1)
Debt issuance costs		(7)		-
Short-term debt, net		(236)		30
Intercompany note payable – Ameren, net		346		-
Money pool borrowings, net		(98)		2
Redemptions, repurchases and maturities of long-term debt		-		(19)
Capital contribution from parent		11		-

Net cash provided by financing activities		16		12


Net change in cash and cash equivalents		64		13
Cash and cash equivalents at beginning of year		-		6

Cash and cash equivalents at end of period	$	64	$	19

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 June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Operating Revenues:
Electric	$	247	$	258	$	499	$	496
Gas		74		101		290		365
Other		4		1		8		2

Total operating revenues		325		360		797		863


Operating Expenses:
Purchased power		126		161		275		314
Gas purchased for resale		33		71		191		276
Other operations and maintenance		77		83		144		154
Depreciation and amortization		25		20		49		40
Amortization of regulatory assets		4		4		8		8
Taxes other than income taxes		13		13		34		36

Total operating expenses		278		352		701		828

Operating Income		47		8		96		35
Other Income and Expenses:
Miscellaneous income		1		3		2		6
Miscellaneous expense		-		(2)		(1)		(3)

Total other income		1		1		1		3

Interest Charges		26		26		52		50

Income (Loss) Before Income Taxes		22		(17)		45		(12)
Income Taxes (Benefit)		9		(7)		18		(5)

Net Income (Loss)		13		(10)		27		(7)
Preferred Stock Dividends		-		-		1		1

Net Income (Loss) Available to Common Stockholder	$	13	$	(10)	$	26	$	(8)

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

ILLINOIS POWER COMPANY

BALANCE SHEET

(Unaudited) (In millions)


	June 30, 2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	64	$	50
Accounts receivable – trade (less allowance for doubtful accounts of $11 and $12, respectively)		118		152
Unbilled revenue		74		133
Accounts receivable – affiliates		53		23
Advances to money pool		-		44
Materials and supplies		94		144
Counterparty collateral asset		32		35
Current portion of regulatory assets		90		57
Other current assets		27		21

Total current assets		552		659

Property and Plant, Net		2,356		2,329
Investments and Other Assets:
Goodwill		214		214
Regulatory assets		565		517
Other assets		57		47

Total investments and other assets		836		778

TOTAL ASSETS	$	3,744	$	3,766


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	-	$	250
Accounts and wages payable		72		94
Accounts payable – affiliates		136		105
Taxes accrued		4		8
Customer deposits		40		50
Mark-to-market derivative liabilities		43		36
Mark-to-market derivative liabilities – affiliates		47		20
Other current liabilities		81		85

Total current liabilities		423		648

Long-term Debt, Net		1,146		1,150
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		191		176
Regulatory liabilities		83		76
Pension and other postretirement benefits		297		314
Other deferred credits and liabilities		270		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		32		7
Accumulated other comprehensive income		4		4

Total stockholders’ equity		1,334		1,251

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,744	$	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)


	Six Months Ended June 30,
	2009		2008
Cash Flows From Operating Activities:
Net income (loss)	$	27	$	(7)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		53		43
Amortization of debt issuance costs and premium/discounts		2		4
Deferred income taxes		13		14
Other		(1)		-
Changes in assets and liabilities:
Receivables		65		24
Materials and supplies		50		20
Accounts and wages payable		22		41
Taxes accrued		(4)		(2)
Assets, other		9		(1)
Liabilities, other		22		40
Pension and other postretirement benefits		3		3

Net cash provided by operating activities		261		179

Cash Flows From Investing Activities:
Capital expenditures		(91)		(73)
Money pool advances, net		44		(5)
Other		-		(1)

Net cash used in investing activities		(47)		(79)

Cash Flows From Financing Activities:
Dividends on common stock		-		(30)
Dividends on preferred stock		(1)		(1)
Debt issuance costs		(7)		(2)
Redemptions, repurchases and maturities of long-term debt		(250)		(337)
Issuance of long-term debt		-		336
Capital contribution from parent		58		-
IP SPT maturities		-		(43)
Overfunding of TFNs		-		4

Net cash used in financing activities		(200)		(73)


Net change in cash and cash equivalents		14		27
Cash and cash equivalents at beginning of year		50		6

Cash and cash equivalents at end of period	$	64	$	33

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)

June 30, 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, all 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.

Management has performed an evaluation of subsequent events through August 6, 2009, which was the date Ameren’s financial statements were issued and the date UE’s, CIPS’, Genco’s, CILCORP’s, CILCO’s, and IP’s financial statements were available to be issued.

Earnings Per Share

There were no material differences between Ameren’s basic and diluted earnings per share amounts for the three and six months ended June 30, 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 June 30, 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	-			-	4,134			23.99
Forfeitures	(4,080	)		29.47	(3,645	)		48.30
Vested^(b)	(126,620	)		16.98	(82,277	)		45.15
Nonvested at June 30, 2009	1,287,015		$	29.91	131,895		$	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 $3 million and $7 million for the three months ended June 30, 2009 and 2008, respectively, and a related tax benefit of $1 million and $3 million for the three months ended June 30, 2009 and 2008, respectively. Ameren recorded compensation expense of $8 million and $14 million for each of the six-month periods ended June 30, 2009 and 2008, respectively, and a related tax benefit of $3 million and $5 million for the six-month periods ended June 30, 2009 and 2008, respectively. As of June 30, 2009, total compensation expense of $15 million related to nonvested awards not yet recognized is expected to be recognized over a weighted-average period of 22 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. We adopted SFAS No. 157 as of January 1, 2008, for financial assets and liabilities and as of January 1, 2009, for nonfinancial assets and liabilities not already reported at fair value on a recurring basis. 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 have been 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. 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 was 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 did not have a material impact on our results of operations, financial position, 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 was 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 did not have a material impact on our results of operations, financial position, or liquidity, because it provides enhanced disclosure requirements only. See Note 7 - Fair Value Measurements for our interim reporting disclosures.

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 was effective for us as of June 30, 2009. The adoption of FSP SFAS No. 115-2 and SFAS No. 124-2 did not have a material impact on our results of operations, financial position, or liquidity.

SFAS No. 165, Subsequent Events

In May 2009, the FASB issued SFAS No. 165, effective for interim and annual reporting periods ending after June 15, 2009. SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 was effective for us as of June 30, 2009. The adoption did not have a material impact on our results of operations, financial position, or liquidity.

SFAS No. 167, Amendments to FASB Interpretation No. 46(R)

In June 2009, the FASB issued SFAS No. 167, which significantly changes the consolidation model for VIEs. SFAS No. 167 requires an enterprise to qualitatively assess the determination of the primary beneficiary of a VIE based on whether the entity (1) has the power to direct matters that most significantly impact the activities of the VIE, and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Additionally, SFAS No. 167 changes the consideration of kick-out rights in determining if an entity is a VIE, which may cause certain additional entities to now be considered VIEs. Further, SFAS No. 167 requires an ongoing reconsideration of the primary beneficiary. It also amends the events that trigger a reassessment of whether an entity is a VIE. This standard is effective for us as of January 1, 2010. We are still determining the impact the adoption of SFAS No. 167 will have on our results of operations, financial position, and liquidity, if any.

SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of SFAS No. 162

In June 2009, the FASB issued SFAS No. 168 (the “Codification”), which will become the primary source of authoritative GAAP to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification modifies the hierarchy of GAAP to include only two levels: authoritative and nonauthoritative. The Codification will supersede all non-SEC accounting and reporting standards. All other nongrandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. The Codification was effective for us as of July 1, 2009. The adoption of the Codification will not impact our results of operations, financial position, or liquidity. The adoption of the Codification will change future referencing of authoritative accounting literature to conform to the Codification.

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 non-cash 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 June 30, 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 at June 30, 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 NOx in tons	SO2 ^(a)	NOx ^(b)	Book Value^(c)
Ameren^(d)	3,144,000	51,267	150	^(e)
UE	1,686,000	28,633	41
Genco	764,000	15,152	42
CILCORP	360,000	2,621	34	^(f)
CILCO (AERG)	360,000	2,621	2
EEI	334,000	4,861	7

(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 $25 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 and six months ended June 30, 2009 and 2008.


	Three Months					Six Months
	2009			2008		2009			2008
Ameren^(a)(b)	$	8		$	9	$	13		$	16
UE		(c	)		-		(c	)		(1	)
Genco		5			6		8			13
CILCORP^(b)		2			3		2			3
CILCO (AERG)		1			-		1			-

(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 and six months ended June 30, 2009 and 2008:


	Three Months				Six Months
	2009		2008		2009		2008
Ameren	$	42	$	38	$	84	$	87
UE		30		27		53		52
CIPS		3		3		8		9
CILCORP		2		2		6		7
CILCO		2		2		6		7
IP		7		6		17		19

Uncertain Tax Positions

The amount of unrecognized tax benefits as of June 30, 2009, was $106 million, $24 million, less than $1 million, $39 million, $27 million, $27 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 - $10 million, UE - $1 million, CIPS - $- million, Genco - ($2 million), CILCORP - less than $1 million, CILCO - less than $1 million, and IP - $- million.

Ameren remains subject to U.S. federal income tax examination by the Internal Revenue Service 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 its 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 $3 million and $11 million and dividends paid to the noncontrolling interest holders of $8 million and $11 million for the three months ended June 30, 2009 and 2008, respectively. Equity changes attributable to the noncontrolling interest at Ameren included net income of $7 million and $22 million and dividends paid to the noncontrolling interest holders of $16 million and $21 million for the six months ended June 30, 2009, and 2008, respectively. CILCORP had no changes in equity attributable to the noncontrolling interest for the three and six months ended June 30, 2009. For the three and six months ended June 30, 2008, equity changes attributable to the noncontrolling interest at CILCORP included net income of $1 million and $1 million, respectively, and dividends paid to the noncontrolling interest holders of $1 million and $1 million, respectively.

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 of approximately $162 million 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.

Pending Electric Rate Case

UE filed a request with the MoPSC in July 2009 to increase its annual revenues for electric service by $402 million. Included in this increase request was approximately $227 million of anticipated increases in normalized net fuel costs in excess of the net fuel costs included in base rates previously authorized by the MoPSC in its January 2009 electric rate order which, absent initiation of this general rate proceeding, would have been eligible for recovery through UE’s existing FAC. The balance of the increase request is based primarily on investments made to continue system-wide reliability improvements for customers, increases in costs essential to generating and delivering electricity, and higher financing costs. The electric rate increase request is based on a 11.5% return on equity, a capital structure composed of 47.4% equity, a rate base for UE of $6.0 billion, and a test year ended March 31, 2009, with certain pro-forma adjustments through the anticipated true-up date of February 28, 2010.

UE’s filing includes a request for interim rate relief which, if approved, would place into effect approximately $37 million of the requested increase on October 1, 2009, subject to refund with interest based on the final outcome of the rate proceeding. The amount of this interim increase request reflects the increased revenue requirement associated with rate base additions made by UE between October 2008 and May 2009.

As part of its filing, UE also requested the MoPSC to approve the implementation of an environmental cost recovery mechanism and a storm restoration cost tracker. The environmental cost recovery mechanism, if approved, would allow UE to twice each year adjust electric rates outside of general rate proceedings to reflect changes in its prudently incurred costs to comply with federal, state or local environmental laws, regulations or rules greater than or less than the amount set in base rates. Rate adjustments pursuant to this cost recovery mechanism would not be permitted to exceed an annual amount equal to 2.5% of UE’s gross jurisdictional electric revenues and would be subject to prudency reviews of the MoPSC. UE’s request is consistent with the environmental cost recovery rules approved by the MoPSC in April 2009. The storm restoration cost tracker would permit UE a more timely recovery of storm restoration operations and maintenance expenditures.

In addition, UE requested that the MoPSC approve the continued use of the FAC and the vegetation management and infrastructure inspection cost tracking mechanism that the MoPSC previously authorized in its January 2009 electric rate order, and the continued use of the regulatory tracking mechanism for pension and postretirement benefit costs that the MoPSC previously authorized in its May 2007 electric rate order.

UE’s filing with the MoPSC also seeks approval to revise the tariff under which it serves Noranda, UE’s largest electric customer, to prospectively address the significant lost revenues UE can incur due to Noranda’s operational issues at its smelter plant in southeastern Missouri, like the revenue losses resulting from the January 2009 storm-related power outage. The tariff change that UE is proposing would permit it to collect from Noranda the revenue authorized by the MoPSC in this rate case regardless of the level at which the Noranda plant is operating prospectively. If the plant is operating at levels less than the levels assumed in rates, Noranda would receive a credit reflecting any revenues received by UE from energy sales resulting from the decrease in actual energy sales to Noranda. The result would be that UE is able to recover its costs without impacting other customers regardless of Noranda’s actual energy use.

The MoPSC proceeding relating to the proposed electric service rate changes will take place over a period of up to 11 months, and a decision by the MoPSC in such proceeding is required by the end of June 2010. UE cannot predict the level of any electric service rate change the MoPSC may approve, when any rate change (interim or final) may go into effect, whether the cost recovery mechanisms and trackers requested will be approved or continued, or whether any rate change that may eventually be approved will be sufficient to enable UE to recover its costs and earn a reasonable return on its investments when the rate change goes into effect.

Missouri 2009 Energy Efficiency Legislation

In July 2009, the Missouri governor signed a law that takes effect August 28, 2009, that, among other things, allows electric utilities to recover costs related to MoPSC-approved energy efficiency programs. Recovery is only permitted if the program is approved by the MoPSC, results in energy savings, and is beneficial to all customers in the class for which the program is proposed. The new law would potentially, among other items, allow UE to earn a return on its energy efficiency programs as opposed to the current model of cost recovery.

Illinois

Pending Electric and Natural Gas Delivery Service Rate Cases

CIPS, CILCO and IP filed requests with the ICC in June 2009 to increase their annual revenues for electric delivery service by $181 million in the aggregate (CIPS - $51 million, CILCO - $28 million, and IP - $102 million). In supplemental testimony filed in July 2009, CIPS, CILCO, and IP revised their requests to an increase in annual revenues for electric delivery service of $176 million in the aggregate (CIPS - $50 million, CILCO - $28 million, and IP - $98 million). The electric rate increase requests are based on an 11.75% to 12.25% return on equity, a capital structure composed of 44% to 49% equity, an aggregate rate base for the Ameren Illinois Utilities of $2.4 billion, and a test year ended December 31, 2008, with certain known and measurable adjustments through May 2010.

CIPS, CILCO and IP also filed requests with the ICC in June 2009 to increase their annual revenues for natural gas delivery service by $45 million in the aggregate (CIPS - $11 million, CILCO - $9 million, and IP - $25 million). In supplemental testimony filed in July 2009, CIPS, CILCO, and IP revised their requests to an increase in annual revenues for natural gas delivery service of $43 million in the aggregate (CIPS - $11 million, CILCO - $9 million, and

IP - $23 million). The natural gas rate increase requests are based on an 11.25% to 11.6% return on equity, a capital structure composed of 44% to 49% equity, an aggregate rate base for the Ameren Illinois Utilities of $1.0 billion, and a test year ended December 31, 2008, with certain known and measurable adjustments through May 2010.

The ICC proceedings relating to the proposed electric and natural gas delivery service rate changes will take place over a period of up to 11 months, and decisions by the ICC in such proceedings are required by May 2010. The Ameren Illinois Utilities cannot predict the level of any delivery service rate changes the ICC may approve, when any rate changes may go into effect, or whether any rate changes that may eventually be approved will be sufficient to enable the Ameren Illinois Utilities to recover their costs and earn a reasonable return on their investments when the rate changes go into effect.

Illinois Electric Settlement Agreement

The Ameren Illinois Utilities, Genco, and CILCO (AERG) recognize in their financial statements the costs of their respective rate relief contributions and program funding, under the Illinois electric settlement agreement, in a manner corresponding with the timing of the funding. As a result, 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 June 30, 2009, of $6 million, $1 million, less than $1 million, $1 million, $3 million, and $1 million, respectively (quarter ended June 30, 2008 - $11 million, $1 million, $1 million, $2 million, $5 million, and $2 million, respectively) and during the six months ended June 30, 2009, of $12 million, $2 million, $1 million, $2 million, $5 million, and $2 million, respectively (six months ended June 30, 2008 - $22 million, $3 million, $2 million, $4 million, $9 million, and $4 million, respectively).

Power Procurement Plan

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 procured on behalf of the Ameren Illinois Utilities for the period June 1, 2009, through May 31, 2014. The IPA procured capacity, energy swaps, and renewable energy credits through a RFP process on behalf of the Ameren Illinois Utilities in the second quarter of 2009. See Note 8 - Related Party Transactions and Note 9 - Commitments and Contingencies for further information about the results of the RFPs.

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 requested recovery for 2009 and 2010 costs in the electric delivery service rate cases filed in June 2009, and they will seek recovery of the remainder of these costs in future rate cases.

Illinois 2009 Energy Legislation

In July 2009, a new law became effective in Illinois that, among other things, establishes new energy efficiency targets for Illinois natural gas utilities, develops a percentage of income payment plan for low-income utility customers, and allows electric and gas utilities to recover through a rate adjustment the difference between their actual bad debt expense and the bad debt expense included in their rates. The legislation provides utilities the ability to adjust their rates annually through a rate adjustment mechanism beginning with 2008 and prospectively. During 2008, the Ameren Illinois Utilities under collected approximately $25 million (CIPS - $5 million, CILCO - $4 million, and IP - $16 million). The Ameren Illinois Utilities plan to file with the ICC in August 2009 electric and gas rate adjustment clause tariffs to recover bad debt expense not recovered in 2008 and to adjust rates to recover the differential thereafter. The ICC has up to 180 days from the date of filing to approve, or approve as modified, the filed tariffs. Upon ICC approval of the rate adjustment clause tariffs, the Ameren Illinois Utilities will be required to make a one-time $10 million donation (CIPS - $3 million, CILCO - $2 million, and IP - $5 million) for customer assistance programs.

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. UE had also signed contracts for COLA-related services and certain long lead-time nuclear-unit related equipment (heavy forgings).

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.

In April 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. In June 2009, UE requested the NRC suspend review of the COLA and all activities related to the COLA. 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 2011.

As of June 30, 2009, UE had capitalized approximately $65 million as construction work in progress related to the COLA. 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.

Prior to June 30, 2009, UE made contractual payments to the heavy forgings manufacturer of $14 million and had remaining contractual commitments of $81 million. In July 2009, an agreement was reached with the heavy forgings manufacturer to terminate the heavy forgings procurement agreement, and $5 million of previously-made payments were retained by the manufacturer as a penalty for terminating the contract, which was charged to earnings in June 2009.

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 issued an order granting the request for clarification and directed MISO to reallocate certain MISO operational costs among MISO participants and provide refunds for the period April 2006 to August 2007 (“November 7, 2008 Clarification Order”). On November 10, 2008, FERC granted further 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 (“November 10, 2008 Complaint Order”).

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 the November 10, 2008 Complaint 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. UE, CIPS, CILCO and IP filed for rehearing of the May 2009 order regarding the change to the refund effective date. This rehearing request is pending.

With respect to the November 7, 2008 Clarification Order, in June 2009 FERC issued an order dismissing rehearing requests of such clarification order and waiving refunds of amounts billed that were included in the MISO charge under the assumption that there was a rate mismatch for the period April 25, 2006, through November 4, 2007. UE, CIPS, CILCO and IP filed a request for rehearing in July 2009. This rehearing request is pending.

With respect to the two rehearing requests discussed above, UE, CIPS, CILCO and IP do not believe that the ultimate resolution of either rehearing request will have a material effect on their results of operations, financial position, or liquidity.

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.

Amended and New Credit Facilities

On June 30, 2009, Ameren and certain of its subsidiaries entered into multiyear credit facility agreements with 24 international, national and regional lenders with no single lender providing more than $146 million. These facilities, as described below, cumulatively provide $2.1 billion of credit through July 14, 2010, reducing to $1.8795 billion through June 30, 2011, and to $1.0795 billion through July 14, 2011.

2009 Multiyear Credit Agreements

On June 30, 2009, Ameren, UE, and Genco entered into an agreement (the “2009 Multiyear Credit Agreement”) to amend and restate the $1.15 billion five-year revolving credit agreement that was originally entered into as of July 14, 2005, then amended and restated as of July 14, 2006, and due to expire in July 2010 (the “Prior $1.15 Billion Credit Facility”). Ameren, UE, and Genco also entered into a $150 million Supplemental Credit Agreement to the 2009 Multiyear Credit Agreement (the “Supplemental Agreement”), which provides Ameren, UE, and Genco with an additional facility of $150 million with terms and conditions substantially identical to the 2009 Multiyear Credit Agreement. Collectively, these agreements are the “2009 Multiyear Credit Agreements.”

The obligations of each borrower under the 2009 Multiyear Credit Agreements are several and not joint, and except under limited circumstances relating to expenses and indemnities, the obligations of UE or Genco are not guaranteed by Ameren or any other subsidiary of Ameren. The combined maximum amount available to all of the borrowers, collectively, under the 2009 Multiyear Credit Agreements is $1.3 billion, and the combined maximum amount available to each borrower, individually, under the 2009 Multiyear Credit Agreements is limited as follows: Ameren - $1.15 billion, UE - $500 million and Genco - $150 million (such amounts being each borrower’s “Borrowing Sublimit”). CIPS, CILCO, and IP have no borrowing authority or liability under the 2009 Multiyear Credit Agreements.

On July 14, 2010, the Supplemental Agreement will terminate, all commitments and all outstanding amounts under the Supplemental Agreement will be consolidated with those under the 2009 Multiyear Credit Agreement, and the combined maximum amount available to all borrowers will be $1.0795 billion with the UE and Genco Borrowing Sublimits remaining the same as stated above and Ameren’s changing to $1.0795 billion. Ameren has the option to seek additional commitments from existing or new lenders to increase the total facility size to $1.3 billion after July 14, 2010. The 2009 Multiyear Credit Agreement will terminate with respect to Ameren on July 14, 2011, representing a one-year extension from the Prior $1.15 Billion Credit Facility. The Borrowing Sublimits of UE and Genco will continue to be subject to extension on a 364-day basis (but in no event later than July 14, 2011) with the current maturity date of their Borrower Sublimits under the 2009 Multiyear Credit Agreements being June 29, 2010.

The obligations of all borrowers under the 2009 Multiyear Credit Agreements are unsecured. The interest rates applicable to loans under the 2009 Multiyear Credit Agreements will be either ABR (alternate base rate) plus the margin applicable to the particular borrower and/or the Eurodollar rate plus the margin applicable to the particular borrower. The applicable margins will be determined by reference to such borrower’s long-term unsecured credit ratings as in effect from time to time. A competitive bid rate is also available if requested by a borrower. Letters of credit in an aggregate undrawn face amount not to exceed $287.5 million are available for issuance for account of the borrowers under (but within the $1.3 billion overall combined facility limitation) the 2009 Multiyear Credit Agreements.

Under the 2009 Multiyear Credit Agreements, the principal amount of each revolving loan will be due and payable no later than the final maturity of the agreements, in the case of Ameren, and the last day of the then applicable 364-day period in the case of UE and Genco. Ameren, UE and Genco will use the proceeds of any borrowings under the 2009 Multiyear Credit Agreements for general corporate purposes, including for working capital, commercial paper liquidity support and to fund loans under the Ameren money pool arrangements.

2009 Illinois Credit Agreement

Also on June 30, 2009, Ameren, CIPS, CILCO, and IP entered into an $800 million multiyear, senior secured credit agreement (the “2009 Illinois Credit Agreement”). The 2009 Illinois Credit Agreement replaces the Ameren Illinois Utilities’ existing $500 million credit facility dated as of July 14, 2006 (the “2006 $500 Million Credit Facility (Terminated)”), and their existing $500 million credit facility dated as of February 9, 2007 (the “2007 $500 Million Credit Facility (Terminated)”), each as previously amended (collectively, the “Terminated Illinois Credit Facilities”), which were terminated contemporaneously with the effectiveness of the 2009 Illinois Credit Agreement.

Ameren was not a borrower under the Terminated Illinois Credit Facilities, but is a borrower under the 2009 Illinois Credit Agreement. CILCORP and AERG were borrowers under the Terminated Illinois Credit Facilities, but are not parties to or borrowers under the 2009 Illinois Credit Agreement. All obligations of CILCORP and AERG under the Terminated Illinois Credit Facilities have been repaid and all liens securing such obligations have been released. CILCORP and AERG expect to meet their external liquidity needs through borrowings under the Ameren money pool arrangements or other liquidity arrangements.

The obligations of each borrower under the 2009 Illinois Credit Agreement are several and not joint, and are not guaranteed by Ameren or any other subsidiary of Ameren. The maximum amount available to each borrower under the facility is limited as follows: Ameren - $300 million, CIPS - $135 million, CILCO - $150 million and IP - $350 million (such amounts being such borrower’s “Borrowing Sublimit”).

The 2009 Illinois Credit Agreement will terminate with respect to all borrowers on June 30, 2011. Each borrowing under the 2009 Illinois Credit Agreement must be repaid no later than 364 days after such borrowing, in each case subject to the right of the applicable borrower on such date to make a new borrowing or convert or continue such borrowing as a new borrowing subject to satisfaction of the applicable conditions to borrowing. The obligations of the Ameren Illinois Utilities under the 2009 Illinois Credit Agreement are secured by the issuance of mortgage bonds, for collateral support, by each such utility under its respective mortgage indenture in an amount equal to its respective Borrowing Sublimit. Ameren’s obligations are unsecured.

Loans are available on a revolving basis under the 2009 Illinois Credit Agreement and may be repaid and, subject to satisfaction of the conditions to borrowing, reborrowed from time to time. At the election of each borrower, the interest rates applicable under the 2009 Illinois Credit Agreement are ABR plus the margin applicable to the particular borrower and/or the Eurodollar rate plus the margin applicable to the particular borrower. The applicable margins will be determined by reference to, in the case of Ameren, Ameren’s long-term unsecured credit ratings as in effect from time to time, and in the case of the Ameren Illinois Utilities, such utility’s long-term secured credit ratings as in effect from time to time. Letters of credit in an aggregate undrawn face amount not to exceed $200 million are also available for issuance for the account of the borrowers under (but within the $800 million overall facility limitation under) the 2009 Illinois Credit Agreement.

Borrowings were made under the 2009 Illinois Credit Agreement to repay amounts owed under the Terminated Illinois Credit Facilities, and the borrowers will use the proceeds of other borrowings for working capital and other general corporate purposes.

The following table summarizes the borrowing activity and relevant interest rates as of June 30, 2009, under the 2009 Multiyear Credit Agreements, the 2009 Illinois Credit Agreement and the Terminated Illinois Credit Facilities (excluding letters of credit issued):


2009 Multiyear Credit Agreement ($1.15 billion)^(a)	Ameren (Parent)			UE			Genco			Total
June 30, 2009:
Average daily borrowings outstanding during 2009	$	293		$	376		$	17		$	686
Outstanding short-term debt at period end		429			407			-			836
Weighted-average interest rate during 2009		1.14	%		1.14	%		1.04	%		1.14	%
Peak short-term borrowings during 2009^(b)	$	484		$	457		$	50		$	940
Peak interest rate during 2009		5.50	%		5.50	%		1.11	%		5.50	%


Supplemental Agreement ($150 million)							Ameren (Parent)			UE			Genco			Total
June 30, 2009:
Average daily borrowings outstanding during 2009							$	(c	)	$	(c	)	$	-		$	1
Outstanding short-term debt at period end								56			53			-			109
Weighted-average interest rate during 2009								5.50	%		5.50	%		-			5.50	%
Peak short-term borrowings during 2009^(b)							$	56		$	53		$	-		$	109
Peak interest rate during 2009								5.50	%		5.50	%		-			5.50	%

2009 Illinois Credit Agreement ($800 million)				Ameren (Parent)			CIPS			CILCO (Parent)			IP			Total
June 30, 2009:
Average daily borrowings outstanding during 2009				$	-		$	-		$	-		$	-		$	-
Outstanding short-term debt at period end					-			-			-			-			-
Weighted-average interest rate during 2009					-			-			-			-			-
Peak short-term borrowings during 2009^(b)				$	-		$	-		$	-		$	-		$	-
Peak interest rate during 2009					-			-			-			-			-

2007 $500 Million Credit Facility (Terminated)	CIPS			CILCORP (Parent)			CILCO (Parent)			IP			AERG			Total
June 30, 2009:
Average daily borrowings outstanding during 2009	$	-		$	9		$	-		$	-		$	59		$	68
Outstanding short-term debt at period end		-			-			-			-			-			-
Weighted-average interest rate during 2009		-			1.81	%		-			-			1.42	%		1.47	%
Peak short-term borrowings during 2009^(b)	$	-		$	50		$	-		$	-		$	100		$	135
Peak interest rate during 2009		-			1.81	%		-			-			3.25	%		3.25	%

2006 $500 Million Credit Facility (Terminated)	CIPS			CILCORP (Parent)			CILCO (Parent)			IP			AERG			Total
June 30, 2009:
Average daily borrowings outstanding during 2009	$	5		$	49		$	-		$	-		$	96		$	150
Outstanding short-term debt at period end		-			-			-			-			-			-
Weighted-average interest rate during 2009		2.02	%		1.88	%		-			-			1.34	%		1.54	%
Peak short-term borrowings during 2009^(b)	$	62		$	50		$	-		$	-		$	151		$	263
Peak interest rate during 2009		2.02	%		3.29	%		-			-			2.72	%		3.29	%

(a)	The 2009 Multiyear Credit Agreement amended and restated the Prior $1.15 Billion Credit Facility and therefore information in this table includes borrowing activity under the Prior $1.15 Billion Credit Facility.

(b)	The simultaneous peak short-term borrowings under all facilities during the first six months of 2009 were $1.0 billion.

(c)	Amount less than $1 million.

Based on outstanding borrowings under the 2009 Multiyear Credit Agreements and the 2009 Illinois Credit Agreement (including reductions for $11 million of letters of credit issued under the 2009 Multiyear Credit Agreement), the available amounts under the facilities at June 30, 2009, were $344 million and $800 million, respectively.

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 2.07% and 2.10% during the three and six months ended June 30, 2009, 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 2.00% and 1.98% during the three and six months ended June 30, 2009, respectively. This term loan was repaid at maturity in June 2009 with proceeds from the Ameren $425 million senior unsecured notes due May 2014 issued in May 2009. See Note 4 - Long-term Debt and Equity Financings.

Indebtedness Provisions and Other Covenants

The information below presents a summary of the Ameren Companies’ 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 in the Prior $1.15 Billion Credit Facility, the Terminated Illinois Credit Facilities, the now-terminated 2008 $300 million term loan agreement, and the 2009 $20 million term loan agreement.

The 2009 Multiyear Credit Agreements contain conditions to borrowings and issuances of letters of credit similar to those in the Prior $1.15 Billion Credit Facility, including the absence of default or unmatured default, material accuracy of representations and warranties (excluding any representation after the closing date as to the absence of material adverse change and material litigation) and required regulatory authorizations. The 2009 Multiyear Credit Agreements also

contain nonfinancial covenants similar to those in the Prior $1.15 Billion Credit Facility, including restrictions on the ability to incur liens, transact with affiliates, dispose of assets, and merge with other entities. In addition, Ameren and certain subsidiaries are restricted to limited investments in and other transfers to affiliates, including investments in the Ameren Illinois Utilities and their subsidiaries.

The 2009 Multiyear Credit Agreements contain identical default provisions that are, in each case, similar to those in the Prior $1.15 Billion Credit Facility, including a cross default of a borrower to the occurrence of a default by such borrower under any other agreement covering indebtedness of such borrower and certain subsidiaries (other than project finance subsidiaries and non-material subsidiaries) in excess of $25 million in the aggregate. A default by an Ameren Illinois utility under the 2009 Illinois Credit Agreement (as defined below) does not constitute a default under the 2009 Multiyear Credit Agreements. Any default of Ameren under the 2009 Illinois Credit Agreement that exists solely as a result of a default by an Ameren Illinois utility thereunder will not constitute a default under either of the 2009 Multiyear Credit Agreements while Ameren is otherwise in compliance with all of its obligations under the 2009 Illinois Credit Agreement.

The 2009 Multiyear Credit Agreements require Ameren, UE and Genco to each maintain consolidated indebtedness of not more than 65% of consolidated total capitalization pursuant to a calculation set forth in the facilities. All of the consolidated subsidiaries of Ameren, including the Ameren Illinois Utilities, are included for purposes of determining compliance with this capitalization test with respect to Ameren. Failure to satisfy the capitalization covenant constitutes a default under the 2009 Multiyear Credit Agreements. As of June 30, 2009, the ratios of consolidated indebtedness to total consolidated capitalization, calculated in accordance with the provisions of the 2009 Multiyear Credit Agreements, were 54%, 54% and 52%, for Ameren, UE and Genco, respectively.

The 2009 Illinois Credit Agreement contains conditions to borrowings and issuance of letters of credit similar to those in the Terminated Illinois Credit Facilities, including the absence of default or unmatured default, material accuracy of representations and warranties (excluding, for so long as ratings conditions shall be satisfied, any representation after the closing date as to the absence of material adverse change and material litigation which exclusion is new to the 2009 Illinois Credit Agreement) and required regulatory authorizations. The rating condition is satisfied if the borrower has a Moody’s rating of Baa3 or higher or an S&P rating of BBB- or higher (in the case of Ameren, with respect to senior unsecured long-term debt, and in the case of the Ameren Illinois Utilities, with respect to senior secured long-term debt). The 2009 Illinois Credit Agreement contains nonfinancial covenants including restrictions on the ability to incur liens, transact with affiliates, dispose of assets, and merge with other entities. The Ameren Illinois Utilities may engage in certain mergers or similar transactions that result in their utility operations being conducted by a single legal entity. In addition, the 2009 Illinois Credit Agreement has nonfinancial covenants limiting the ability of a borrower to invest in or transfer assets to affiliates, covenants regarding the status of the collateral securing the 2009 Illinois Credit Agreement and maintenance of the validity of the security interests therein.

The 2009 Illinois Credit Agreement contains default provisions similar to those in the Terminated Illinois Credit Facilities. Defaults under the 2009 Illinois Credit Agreement apply separately to each borrower; provided that a default by an Ameren Illinois utility will constitute a default by Ameren. Defaults include a cross default of a borrower to the occurrence of a default by such borrower under any other agreement covering indebtedness of such borrower and certain subsidiaries (other than project finance subsidiaries and non-material subsidiaries) in excess of $25 million in the aggregate. A default by Genco or UE under the 2009 Multiyear Credit Agreements does not constitute an event of default under the 2009 Illinois Credit Agreement. Any default of Ameren under the 2009 Multiyear Credit Agreements that exists solely as a result of a default by UE or Genco thereunder will not constitute a default under the 2009 Illinois Credit Agreement while Ameren is otherwise in compliance with all of its obligations under the 2009 Multiyear Credit Agreements. Furthermore, under the 2009 Illinois Credit Agreement, the occurrence of a default resulting from an event or conditions effecting AERG, shall be deemed to constitute a default with respect to Ameren under the 2009 Illinois Credit Agreement, but shall not in itself constitute a default with respect to CILCO unless the liability that CILCO has in respect of such default or such underlying event or condition giving rise to such default would otherwise constitute a default with respect to CILCO had such underlying event or condition occurred or existed at CILCO.

The 2009 Illinois Credit Agreement requires Ameren and each Ameren Illinois utility to maintain consolidated indebtedness of not more than 65% of its consolidated total capitalization pursuant to a defined calculation. All of the consolidated subsidiaries of Ameren are included for purposes of determining compliance with this capitalization test with respect to Ameren. As of June 30, 2009, the ratios of consolidated indebtedness to total consolidated capitalization for Ameren, CIPS, CILCO and IP, calculated in accordance with the provisions of the 2009 Illinois Credit Agreement, were 54%, 45%, 46%, and 47%, respectively. In addition, Ameren is required to maintain a ratio of consolidated funds from operations plus interest expense to consolidated interest expense of 2.0 to 1, as of the end of the most recent four fiscal quarters and calculated and subject to adjustment in accordance with the 2009 Illinois Credit Agreement. Ameren’s ratio as of June 30, 2009 was 4.4 to 1. Failure to satisfy these capitalization covenants constitutes a default under the 2009 Illinois Credit Agreement.

In addition, the 2009 Illinois Credit Agreement prohibits CILCO from issuing any preferred stock if, after such issuance, the aggregate liquidation value of all CILCO preferred stock issued after June 30, 2009, would exceed $50 million. The 2009 Illinois Credit Agreement does not include the $10 million per year restriction on CIPS, CILCORP, CILCO and IP common and preferred stock dividend payments that was included in the Terminated Illinois Credit Facilities.

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 agreement requires Ameren to maintain consolidated indebtedness of not more then 65% of consolidated total capitalization pursuant to a calculation defined in the term loan agreement. As of June 30, 2009, the ratio of consolidated indebtedness to consolidated total capitalization for Ameren calculated in accordance with the provisions of the $20 million term loan agreement was 53%.

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 June 30, 2009, management believes that the Ameren Companies 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 June 30, 2009. UE, CIPS, CILCO and IP may 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 2009 Multiyear Credit Agreements and the 2009 Illinois Credit Agreement. The average interest rate for borrowing under the utility money pool for the three and six months ended June 30, 2009, was 0.2% and 0.2%, respectively (2008 - 2.8% and 3.5%, respectively).

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 the 2009 Multiyear Credit Agreements through a non-state-regulated subsidiary money pool agreement. In addition, Ameren had available cash balances at June 30, 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 and six months ended June 30, 2009, was 1.1% and 1.1%, respectively (2008 - 3.1% and 3.8%, respectively).

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 and six months ended June 30, 2009.

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 0.8 million new shares of common stock valued at $19 million and 1.9 million new shares valued at $47 million in the three and six months ended June 30, 2009, respectively.

In May 2009, Ameren issued $425 million of 8.875% senior unsecured notes due May 15, 2014, with interest payable semiannually on May 15 and November 15 of each year, beginning November 15, 2009. Ameren received net proceeds of $420 million, which were used, together with other corporate funds, to repay borrowings under its $300 million term loan agreement and will be used to provide such amounts, by way of a capital contribution, loan or otherwise to CILCORP, to permit CILCORP to repay its outstanding 8.70% senior notes due October 15, 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 $0.5 million and $1 million (2008 - $2 million and $3 million) for the three and six months ended June 30, 2009, respectively, and was included in interest expense in the Consolidated Statements of Income of Ameren and CILCORP.

In September 2008, CILCORP commenced a cash tender offer and related consent solicitation 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). In April 2009, CILCORP terminated the tender offer and the consent solicitation related to the outstanding 8.70% senior notes due 2009. In July 2009, CILCORP terminated the tender offer and the consent solicitation related to the outstanding 9.375% senior bonds due 2029. None of the 2009 notes or the 2029 bonds were purchased in the tender offer and consent solicitation.

In March 2009, IP exchanged all $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.

In June 2009, $250 million of IP’s 7.50% series first mortgage bonds matured and were retired.

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 June 30, 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	2.1	$	279	³2.5	28.4	$	769
CIPS	³2.0	2.8		128	³1.5	1.7		47
CILCO	³2.0^(d)	8.6		215	³2.5	109.1		50	^(e)
IP	³2.0	2.7		939	³1.5	1.4		-

(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 $110 million, $18 million, $44 million and $536 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 and six months ended June 30, 2009, CILCO had earnings equivalent to at least 31% of the principal amount of all mortgage bonds outstanding.

(e)	See Note 3 - Short-term Borrowings and Liquidity for a discussion regarding the restriction on the issuance of preferred stock by CILCO under the 2009 Illinois Credit Agreement.

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 $1.8 billion of free and unrestricted retained earnings at June 30, 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 June 30, 2009:


	Required Interest Coverage Ratio		Actual Interest Coverage Ratio	Required Debt-to- Capital Ratio		Actual Debt-to- Capital Ratio
Genco^(a)	³1.75	^(b)	5.7	£60	%	50	%
CILCORP^(c)	³2.2		4.1	£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 June 30, 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 bonds.

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 June 30, 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 and six months ended June 30, 2009 and 2008:


	Three Months						Six Months
	2009			2008			2009			2008
Ameren:^(a)
Miscellaneous income:
Interest and dividend income	$	7		$	13		$	15		$	25
Allowance for equity funds used during construction		8			5			14			11
Other		2			1			4			2
Total miscellaneous income	$	17		$	19		$	33		$	38
Miscellaneous expense:
Other	$	(7	)	$	(8	)	$	(11	)	$	(13	)
Total miscellaneous expense	$	(7	)	$	(8	)	$	(11	)	$	(13	)
UE:
Miscellaneous income:
Interest and dividend income	$	7		$	10		$	14		$	18
Allowance for equity funds used during construction		7			5			13