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 September 30, 2010

¨	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	Ameren Illinois Company	37-0211380
	(Formerly known as Central Illinois Public Service Company) (Illinois Corporation)
	300 Liberty Street
	Peoria, Illinois 61602
	(309) 677-5271

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

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	¨
Ameren Illinois Company	Yes	x	No	¨
Ameren Energy Generating Company	Yes	x	No	¨
Central Illinois Light Company*	Yes	x	No	¨
Illinois Power Company*	Yes	x	No	¨

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	¨
Ameren Illinois Company	Yes	¨	No	¨
Ameren Energy Generating Company	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	¨
Ameren Illinois Company	¨	¨	x	¨
Ameren Energy Generating Company	¨	¨	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
Ameren Illinois Company	Yes	¨	No	x
Ameren Energy Generating Company	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 October 29, 2010, was as follows:


Ameren Corporation		Common stock, $0.01 par value per share - 239,829,423

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

Ameren Illinois Company (Formerly known as 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

Central Illinois Light Company*

Illinois Power Company*

This combined Form 10-Q is separately filed by Ameren Corporation, Union Electric Company, Ameren Illinois Company, Ameren Energy Generating Company, 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.

On October 1, 2010, Central Illinois Public Service Company, Central Illinois Light Company and Illinois Power Company completed the previously-announced merger whereby Central Illinois Light Company and Illinois Power Company merged with and into Central Illinois Public Service Company, with Central Illinois Public Service Company as the surviving entity, pursuant to the terms of the agreement and plan of merger, dated as of April 13, 2010, among Central Illinois Public Service Company, Central Illinois Light Company and Illinois Power Company. Upon consummation of the merger, Central Illinois Public Service Company’s name was changed to Ameren Illinois Company and the separate legal existence of Central Illinois Light Company and Illinois Power Company terminated. Prior to the merger, each of Central Illinois Public Service Company, Central Illinois Light Company and Illinois Power Company was a separate registrant subsidiary of Ameren Corporation. Throughout this document we continue to reference Central Illinois Public Service Company, Central Illinois Light Company and Illinois Power Company when discussing historical results through September 30, 2010. When discussing current or future operations or results, we reference the newly merged entity, Ameren Illinois Company.

OMISSION OF CERTAIN INFORMATION

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

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
	Central Illinois Light Company
	Consolidated Statement of Income		21
	Consolidated Balance Sheet		22
	Consolidated Statement of Cash Flows		23
	Illinois Power Company
	Statement of Income		24
	Balance Sheet		25
	Statement of Cash Flows		26

	Combined Notes to Financial Statements		27

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		76
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		108
Item 4 and
Item 4T.	Controls and Procedures		112

PART II	Other Information

Item 1.	Legal Proceedings		113
Item 1A.	Risk Factors		113
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		113
Item 6.	Exhibits		115

Signatures			117

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 words and 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 their various business activities are discussed.

2007 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 settlement, which became effective on August 28, 2007, was designed to avoid new rate rollback and freeze legislation as well as any 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.

2009 Illinois Credit Agreement - Ameren’s, CIPS’, CILCO’s and IP’s $800 million senior secured credit agreement, which terminated on September 10, 2010.

2009 Multiyear Credit Agreement - Ameren’s, UE’s and Genco’s $1.15 billion credit agreement, which terminated on September 10, 2010. Collectively, this agreement and the 2009 Supplemental Credit Agreement are referred to herein as the “2009 Multiyear Credit Agreements.”

2009 Supplemental Credit Agreement - Ameren’s, UE’s and Genco’s $150 million supplemental credit agreement to the 2009 Multiyear Credit Agreement. This agreement expired in July 2010.

2010 Credit Agreements - The 2010 Genco Credit Agreement, the 2010 Illinois Credit Agreement, and the 2010 Missouri Credit Agreement, collectively.

2010 Genco Credit Agreement - On September 10, 2010, Ameren and Genco entered into a $500 million multiyear senior unsecured revolving credit facility. This agreement is due to expire on September 10, 2013.

2010 Illinois Credit Agreement - On September 10, 2010, Ameren, CIPS, CILCO and IP entered into an $800 million multiyear senior unsecured credit agreement. This agreement is due to expire on September 10, 2013, with respect to Ameren. This agreement is due to expire on September 9, 2011, subject to extensions, with respect to AIC.

2010 Missouri Credit Agreement - On September 10, 2010, Ameren and UE entered into an $800 million multiyear senior unsecured revolving credit facility. This agreement is due to expire on September 10, 2013, with respect to Ameren. This agreement is due to expire on September 9, 2011, subject to extensions, with respect to UE.

AERG - AmerenEnergy Resources Generating Company, a CILCO subsidiary until October 1, 2010, that operates a merchant electric generation business in Illinois. On October 1, 2010, AERG stock was distributed to Ameren and subsequently contributed by Ameren to Resources Company, which resulted in AERG becoming a subsidiary of Resources Company.

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.

AIC - Ameren Illinois Company, an Ameren Corporation subsidiary that operates a rate-regulated electric and natural gas transmission and distribution businesses in Illinois. On October 1, 2010, CILCO and IP merged with and into CIPS with the surviving corporation renamed Ameren Illinois Company, doing business as Ameren Illinois.

AIC Merger - On October 1, 2010, CILCO and IP merged with and into CIPS, with the surviving corporation renamed Ameren Illinois Company.

AITC - Ameren Illinois Transmission Company, an Ameren Corporation subsidiary that is engaged in the construction and operation of electric transmission assets in Illinois and is regulated by 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 - A financial reporting segment consisting of the rate-regulated electric and natural gas transmission and distribution businesses of CIPS, CILCO and IP until October 1, 2010, and AIC on and after October 1, 2010.

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

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

ARO - Asset retirement obligations.

ATX - Ameren Transmission Company, a direct subsidiary of Ameren Corporation dedicated to electric transmission infrastructure investment.

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.

CAIR - Clean Air Interstate Rule.

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

CATR - Clean Air Transport Rule.

CILCO - Central Illinois Light Company, an Ameren Corporation subsidiary until October 1, 2010, that operated a rate-regulated electric transmission and distribution business, a merchant electric generation business through AERG, and a rate-regulated natural gas transmission and distribution business, all in Illinois. Prior to October 1, 2010, CILCO owned all of the common stock of AERG and included AERG within its consolidated financial statements. On October 1, 2010, CILCO and IP merged with and into CIPS with the surviving corporation renamed Ameren Illinois Company.

AERG stock was distributed to Ameren and subsequently contributed by Ameren to Resources Company, which resulted in AERG becoming a subsidiary of Resources Company.

CILCORP - CILCORP Inc., a former Ameren Corporation subsidiary that operated as a holding company for CILCO and its merchant generation subsidiary. On March 4, 2010, CILCORP merged with and into Ameren.

CIPS - Central Illinois Public Service Company, an Ameren Corporation subsidiary that operates a rate-regulated electric and natural gas transmission and distribution business, all in Illinois. On October 1, 2010, CILCO and IP merged with and into CIPS with the surviving corporation renamed Ameren Illinois Company.

CO₂ - Carbon dioxide.

COLA - Combined nuclear plant construction and operating license application.

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

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 Resources Company subsidiary that operates merchant electric generation facilities and FERC-regulated transmission facilities in Illinois. Effective January 1, 2010, in an internal reorganization, Resources Company contributed its 80% ownership interest in EEI to its subsidiary, Genco. The remaining 20% is owned by Kentucky Utilities Company, a nonaffiliated entity.

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, greater or less than the amount set in base rates, without a traditional rate proceeding.

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.

Fitch - Fitch Ratings, a credit rating agency.

Form 10-K - The combined Annual Report on Form 10-K for the year ended December 31, 2009, filed by the Ameren Companies with the SEC.

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

Genco - Ameren Energy Generating Company, a Resources Company subsidiary that operates a merchant electric generation business in Illinois and Missouri.

Gigawatthour - One thousand megawatthours.

ICC - Illinois Commerce Commission, a state agency that regulates Illinois utility businesses, including AITC and the rate-regulated operations of AIC, and prior to October 1, 2010, CIPS, CILCO and IP.

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

IP - Illinois Power Company, an Ameren Corporation subsidiary until October 1, 2010, that operated a rate-regulated electric and natural gas transmission and distribution business, all in Illinois. On October 1, 2010, CILCO and IP merged with and into CIPS with the surviving corporation renamed Ameren Illinois Company.

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

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, EEI and Medina Valley.

Medina Valley - AmerenEnergy Medina Valley Cogen LLC, a Resources Company subsidiary, which owns a 40-megawatt gas-fired electric generation plant.

Megawatthour - One thousand kilowatthours.

Merchant Generation - A financial reporting segment consisting primarily of the operations or activities of Genco, AERG, EEI, Medina Valley, Resources Company and Marketing Company.

MGP - Manufactured gas plant.

MISO - Midwest Independent Transmission System Operator, Inc., an RTO.

MISO Energy and Operating Reserves Market - A market that uses market-based pricing, incorporating transmission congestion and line losses, to compensate market participants for power and ancillary services.

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, as amended, reached in 2006 among Genco, 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.

NO_x - Nitrogen oxide.

Noranda - Noranda Aluminum, Inc.

NPNS - Normal purchases and normal sales.

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

NSR - New Source Review provisions of the Clean Air Act.

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

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

OTC - Over-the-counter.

PJM - PJM Interconnection LLC.

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

Regulatory lag - Adjustments to retail electric and natural gas rates are based on historic cost and revenue 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 and revenue.

Resources Company - Ameren Energy Resources Company, LLC, an Ameren Corporation subsidiary that consists of non-rate-regulated operations, including Genco, Marketing Company, AFS and Medina Valley. On October 1, 2010, AERG stock was distributed to Ameren and subsequently contributed by Ameren to Resources Company, which resulted in AERG becoming a subsidiary of Resources Company.

RFP - Request for proposal.

RTO - Regional Transmission Organization.

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

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

SO₂ - Sulfur dioxide.

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, all in Missouri doing business as Ameren Missouri.

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 in the Form 10-K 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 UE’s pending electric and natural gas rate proceedings and the rehearings or appeals related to UE’s 2009 and 2010 electric rate orders, and future rate proceedings or legislative actions that seek to limit or reverse rate increases;

•

the effects of, or changes to, 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;

•

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

•

the effects on demand for our services resulting from technological advances, including advances in energy efficiency and distributed generation sources, which generate electricity at the site of consumption;

•

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 guidance 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;

•

generation, transmission, and distribution asset construction, installation and performance;

•

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

•

impairments of long-lived assets, intangible assets, or goodwill;

•

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

•

the effects of strategic initiatives, including mergers, 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, other emissions and energy efficiency, will be enacted over time, which could limit or terminate the operation of certain of our generating facilities, increase our costs, result in an impairment of our assets, reduce our customers’ demand for electricity or natural gas, or otherwise have a negative financial effect;

•

labor disputes, work force reductions, 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 (LOSS)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Operating Revenues:
Electric	$	2,122	$	1,679	$	5,095	$	4,589
Gas		132		136		779		826

Total operating revenues		2,254		1,815		5,874		5,415


Operating Expenses:
Fuel		394		306		973		867
Purchased power		376		256		915		708
Gas purchased for resale		51		57		467		523
Other operations and maintenance		444		422		1,306		1,294
Goodwill and other impairment losses		589		-		589		-
Depreciation and amortization		194		185		571		541
Taxes other than income taxes		117		104		335		311

Total operating expenses		2,165		1,330		5,156		4,244

Operating Income		89		485		718		1,171

Other Income and Expenses:
Miscellaneous income		24		16		70		49
Miscellaneous expense		10		3		19		14

Total other income		14		13		51		35

Interest Charges		130		134		377		376

Income (Loss) Before Income Taxes		(27)		364		392		830
Income Taxes		137		135		295		288

Net Income (Loss)		(164)		229		97		542
Less: Net Income Attributable to Noncontrolling Interests		3		2		10		9

Net Income (Loss) Attributable to Ameren Corporation	$	(167)	$	227	$	87	$	533

Earnings (Loss) per Common Share – Basic and Diluted	$	(0.70)	$	1.04	$	0.37	$	2.48

Dividends per Common Share	$	0.385	$	0.385	$	1.155	$	1.155
Average Common Shares Outstanding		239.3		218.2		238.4		214.9

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

AMEREN CORPORATION

CONSOLIDATED BALANCE SHEET

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


	September 30, 2010		December 31, 2009
ASSETS

Current Assets:
Cash and cash equivalents	$	608	$	622
Accounts receivable – trade (less allowance for doubtful accounts of $22 and $24, respectively)		496		424
Unbilled revenue		313		367
Miscellaneous accounts and notes receivable		395		318
Materials and supplies		746		782
Mark-to-market derivative assets		153		121
Current regulatory assets		313		110
Other current assets		96		98

Total current assets		3,120		2,842

Property and Plant, Net		17,655		17,610
Investments and Other Assets:
Nuclear decommissioning trust fund		315		293
Goodwill		411		831
Intangible assets		9		129
Regulatory assets		1,422		1,430
Other assets		699		655

Total investments and other assets		2,856		3,338

TOTAL ASSETS	$	23,631	$	23,790

LIABILITIES AND EQUITY

Current Liabilities:
Current maturities of long-term debt	$	354	$	204
Short-term debt		125		20
Accounts and wages payable		414		694
Taxes accrued		153		54
Interest accrued		174		110
Customer deposits		99		101
Mark-to-market derivative liabilities		188		109
Current accumulated deferred income taxes, net		107		38
Other current liabilities		300		381

Total current liabilities		1,914		1,711

Credit Facility Borrowings		400		830
Long-term Debt, Net		6,859		7,113
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		2,941		2,554
Accumulated deferred investment tax credits		90		94
Regulatory liabilities		1,373		1,345
Asset retirement obligations		448		429
Pension and other postretirement benefits		1,076		1,165
Other deferred credits and liabilities		621		489

Total deferred credits and other liabilities		6,549		6,076

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 239.7 and 237.4, respectively		2		2
Other paid-in capital, principally premium on common stock		5,496		5,412
Retained earnings		2,266		2,455
Accumulated other comprehensive loss		(10)		(13)

Total Ameren Corporation stockholders’ equity		7,754		7,856

Noncontrolling Interests		155		204

Total equity		7,909		8,060

TOTAL LIABILITIES AND EQUITY	$	23,631	$	23,790

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

AMEREN CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited) (In millions)


	Nine Months Ended September 30,
	2010		2009
Cash Flows From Operating Activities:
Net income	$	97	$	542
Adjustments to reconcile net income to net cash provided by operating activities:
Goodwill and other impairment losses		589		-
Net mark-to-market gain on derivatives		(27)		(26)
Depreciation and amortization		588		557
Amortization of nuclear fuel		36		40
Amortization of debt issuance costs and premium/discounts		19		16
Deferred income taxes and investment tax credits, net		409		301
Other		(23)		5
Changes in assets and liabilities:
Receivables		(152)		174
Materials and supplies		39		(11)
Accounts and wages payable		(170)		(241)
Taxes accrued		99		81
Assets, other		(111)		(50)
Liabilities, other		90		124
Pension and other postretirement benefits		(12)		30
Counterparty collateral, net		(24)		44
Taum Sauk insurance recoveries, net of costs		57		110

Net cash provided by operating activities		1,504		1,696

Cash Flows From Investing Activities:
Capital expenditures		(746)		(1,295)
Nuclear fuel expenditures		(35)		(47)
Purchases of securities – nuclear decommissioning trust fund		(207)		(315)
Sales of securities – nuclear decommissioning trust fund		195		315
Purchases of emission allowances		-		(4)
Proceeds from sales of property interests		18		-
Other		(1)		1

Net cash used in investing activities		(776)		(1,345)

Cash Flows From Financing Activities:
Dividends on common stock		(276)		(247)
Capital issuance costs		(15)		(64)
Dividends paid to noncontrolling interest holders		(7)		(19)
Short-term and credit facility borrowings, net		(325)		(739)
Redemptions, repurchases, and maturities:
Long-term debt		(106)		(250)
Preferred stock		(52)		-
Issuances:
Common stock		60		617
Long-term debt		-		772
Generator advances for construction received (refunded), net		(21)		50

Net cash provided by (used in) financing activities		(742)		120


Net change in cash and cash equivalents		(14)		471
Cash and cash equivalents at beginning of year		622		92

Cash and cash equivalents at end of period	$	608	$	563

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

UNION ELECTRIC COMPANY

STATEMENT OF INCOME

(Unaudited) (In millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Operating Revenues:
Electric	$	1,040	$	816	$	2,384	$	2,120
Gas		20		19		118		120
Other		-		1		1		3

Total operating revenues		1,060		836		2,503		2,243


Operating Expenses:
Fuel		205		153		441		451
Purchased power		48		27		134		88
Gas purchased for resale		8		8		64		68
Other operations and maintenance		233		229		691		665
Depreciation and amortization		99		90		283		266
Taxes other than income taxes		82		72		218		200

Total operating expenses		675		579		1,831		1,738

Operating Income		385		257		672		505

Other Income and Expenses:
Miscellaneous income		23		15		64		43
Miscellaneous expense		8		2		11		6

Total other income		15		13		53		37

Interest Charges		56		61		158		171

Income Before Income Taxes		344		209		567		371
Income Taxes		120		67		200		123

Net Income		224		142		367		248
Preferred Stock Dividends		1		1		4		4

Net Income Available to Common Stockholder	$	223	$	141	$	363	$	244

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)


	September 30, 2010		December 31, 2009
ASSETS

Current Assets:
Cash and cash equivalents	$	291	$	267
Accounts receivable – trade (less allowance for doubtful accounts of $6 and $6, respectively)		263		154
Accounts receivable – affiliates		18		22
Unbilled revenue		143		127
Miscellaneous accounts and notes receivable		177		199
Materials and supplies		338		346
Current regulatory assets		196		63
Other current assets		65		50

Total current assets		1,491		1,228

Property and Plant, Net		9,606		9,585
Investments and Other Assets:
Nuclear decommissioning trust fund		315		293
Intangible assets		2		35
Regulatory assets		793		765
Other assets		398		395

Total investments and other assets		1,508		1,488

TOTAL ASSETS	$	12,605	$	12,301

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Current maturities of long-term debt	$	4	$	4
Accounts and wages payable		161		336
Accounts payable – affiliates		136		132
Taxes accrued		139		21
Interest accrued		73		63
Current accumulated deferred income taxes, net		51		12
Other current liabilities		121		115

Total current liabilities		685		683

Long-term Debt, Net		3,954		4,018
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		1,918		1,660
Accumulated deferred investment tax credits		77		79
Regulatory liabilities		828		947
Asset retirement obligations		342		331
Pension and other postretirement benefits		379		400
Other deferred credits and liabilities		211		126

Total deferred credits and other liabilities		3,755		3,543

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		1,555		1,555
Preferred stock not subject to mandatory redemption		80		113
Retained earnings		2,065		1,878

Total stockholders’ equity		4,211		4,057

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	12,605	$	12,301

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)


	Nine Months Ended September 30,
	2010			2009
Cash Flows From Operating Activities:
Net income	$	367		$	248
Adjustments to reconcile net income to net cash provided by operating activities:
Net mark-to-market gain on derivatives		-			(29)
Depreciation and amortization		283			266
Amortization of nuclear fuel		36			40
Amortization of debt issuance costs and premium/discounts		2			7
Deferred income taxes and investment tax credits, net		266			219
Allowance for equity funds used during construction		(38)			(20)
Other		9			5
Changes in assets and liabilities:
Receivables		(158)			(159)
Materials and supplies		10			(25)
Accounts and wages payable		(96)			(159)
Taxes accrued		118			104
Assets, other		(148)			(21)
Liabilities, other		77			77
Pension and other postretirement benefits		(5)			13
Taum Sauk insurance recoveries, net of costs		57			110

Net cash provided by operating activities		780			676

Cash Flows From Investing Activities:
Capital expenditures		(434)			(657)
Nuclear fuel expenditures		(35)			(47)
Purchases of securities – nuclear decommissioning trust fund		(207)			(315)
Sales of securities – nuclear decommissioning trust fund		195			315

Net cash used in investing activities		(481)			(704)

Cash Flows From Financing Activities:
Dividends on common stock		(176)			(170)
Dividends on preferred stock		(4)			(4)
Capital issuance costs		(4)			(14)
Short-term debt, net		-			(251)
Intercompany note payable – Ameren, net		-			(92)
Redemptions, repurchases, and maturities:
Long-term debt		(66	)		-
Preferred stock		(33	)		-
Issuances of long-term debt		-			349
Capital contribution from parent		-			436
Other		8			3

Net cash provided by (used in) financing activities		(275)			257

Net change in cash and cash equivalents		24			229
Cash and cash equivalents at beginning of year		267			-

Cash and cash equivalents at end of period	$	291		$	229

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 September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Operating Revenues:
Electric	$	202	$	180	$	523	$	508
Gas		25		27		148		158
Other		-		1		1		3

Total operating revenues		227		208		672		669


Operating Expenses:
Purchased power		99		97		273		297
Gas purchased for resale		8		11		87		100
Other operations and maintenance		44		40		131		138
Depreciation and amortization		17		17		51		51
Taxes other than income taxes		11		8		30		26

Total operating expenses		179		173		572		612

Operating Income		48		35		100		57

Other Income and Expenses:
Miscellaneous income		-		1		2		6
Miscellaneous expense		-		-		1		1

Total other income		-		1		1		5

Interest Charges		7		8		21		22

Income Before Income Taxes		41		28		80		40
Income Taxes		16		10		32		14

Net Income		25		18		48		26
Preferred Stock Dividends		1		1		2		2

Net Income Available to Common Stockholder	$	24	$	17	$	46	$	24

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)


	September 30, 2010		December 31, 2009
ASSETS

Current Assets:
Cash and cash equivalents	$	59	$	28
Accounts receivable – trade (less allowance for doubtful accounts of $4 and $5, respectively)		61		53
Accounts receivable – affiliates		6		12
Unbilled revenue		43		52
Miscellaneous accounts and notes receivable		34		14
Current portion of note receivable – Genco		-		45
Current portion of tax receivable – Genco		9		9
Materials and supplies		55		47
Current regulatory assets		96		59
Current accumulated deferred income taxes, net		12		18
Other current assets		11		5

Total current assets		386		342

Property and Plant, Net		1,265		1,268
Investments and Other Assets:
Tax receivable – Genco		74		82
Regulatory assets		226		248
Other assets		32		25

Total investments and other assets		332		355

TOTAL ASSETS	$	1,983	$	1,965

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Current maturities of long-term debt	$	150	$	-
Accounts and wages payable		38		48
Accounts payable – affiliates		43		58
Taxes accrued		6		7
Customer deposits		22		21
Mark-to-market derivative liabilities		25		10
Mark-to-market derivative liabilities – affiliates		65		43
Environmental remediation		23		22
Other current liabilities		38		45

Total current liabilities		410		254

Long-term Debt, Net		232		421
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		309		273
Accumulated deferred investment tax credits		6		7
Regulatory liabilities		236		244
Pension and other postretirement benefits		53		58
Other deferred credits and liabilities		141		134

Total deferred credits and other liabilities		745		716

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		256		257
Preferred stock not subject to mandatory redemption		50		50
Retained earnings		290		267

Total stockholders’ equity		596		574

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,983	$	1,965

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)


	Nine Months Ended September 30,
	2010		2009
Cash Flows From Operating Activities:
Net income	$	48	$	26
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		51		51
Amortization of debt issuance costs and premium/discounts		2		1
Deferred income taxes and investment tax credits, net		38		(8)
Changes in assets and liabilities:
Receivables		(5)		64
Materials and supplies		(8)		10
Accounts and wages payable		(20)		(14)
Taxes accrued		(1)		5
Assets, other		(7)		26
Liabilities, other		11		(3)
Pension and other postretirement benefits		-		2

Net cash provided by operating activities		109		160

Cash Flows From Investing Activities:
Capital expenditures		(59)		(83)
Note receivable – Genco		45		42

Net cash used in investing activities		(14)		(41)

Cash Flows From Financing Activities:
Dividends on common stock		(24)		(12)
Dividends on preferred stock		(2)		(2)
Capital issuance costs		(1)		(3)
Short-term debt, net		-		(62)
Money pool borrowings, net		-		(44)
Redemptions, repurchases, and maturities of long-term debt		(40)		-
Capital contribution from parent		-		13
Other		3		-

Net cash used in financing activities		(64)		(110)


Net change in cash and cash equivalents		31		9
Cash and cash equivalents at beginning of year		28		-

Cash and cash equivalents at end of period	$	59	$	9

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

AMEREN ENERGY GENERATING COMPANY

CONSOLIDATED STATEMENT OF INCOME (LOSS)

(Unaudited) (In millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009 ^(a)		2010		2009 ^(a)
Operating Revenues	$	335	$	305	$	877	$	887

Operating Expenses:
Fuel		146		113		405		321
Purchased power		42		48		62		72
Other operations and maintenance		47		59		141		171
Goodwill and other impairment losses		170		-		170		-
Depreciation and amortization		25		22		74		60
Taxes other than income taxes		4		6		17		18

Total operating expenses		434		248		869		642

Operating Income (Loss)		(99)		57		8		245
Other Income and Expenses:
Miscellaneous income		-		-		1		-
Miscellaneous expense		-		-		1		-

Total other income		-		-		-		-

Interest Charges		21		15		60		44

Income (Loss) Before Income Taxes		(120)		42		(52)		201
Income Taxes		(20)		20		10		78

Net Income (Loss)		(100)		22		(62)		123
Less: Net Income (Loss) Attributable to Noncontrolling Interest		1		(1)		3		1

Net Income (Loss) Attributable to Ameren Energy Generating Company	$	(101)	$	23	$	(65)	$	122

^(a)	Prior period has been adjusted to include EEI as discussed in Note 1 - Summary of Significant Accounting Policies.

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)


	September 30, 2010		December 31, 2009 ^(a)
ASSETS

Current Assets:
Cash and cash equivalents	$	7	$	6
Accounts receivable – affiliates		93		129
Miscellaneous accounts and notes receivable		7		26
Advances to money pool		205		73
Materials and supplies		128		170
Mark-to-market derivative assets		26		22
Other current assets		2		2

Total current assets		468		428

Property and Plant, Net		2,249		2,337
Investments and Other Assets:
Goodwill		-		65
Intangible assets		5		62
Other assets		24		28

TOTAL ASSETS	$	2,746	$	2,920

LIABILITIES AND EQUITY

Current Liabilities:
Current maturities of long-term debt	$	200	$	200
Current portion of note payable – CIPS		-		45
Note payable – Ameren		73		131
Accounts and wages payable		57		85
Accounts payable – affiliates		34		40
Current portion of tax payable – CIPS		9		9
Taxes accrued		27		17
Interest accrued		34		13
Other current liabilities		49		58

Total current liabilities		483		598

Long-term Debt, Net		823		823
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		241		216
Accumulated deferred investment tax credits		4		4
Tax payable – CIPS		74		82
Asset retirement obligations		66		60
Pension and other postretirement benefits		83		89
Other deferred credits and liabilities		17		35

Total deferred credits and other liabilities		485		486

Commitments and Contingencies (Notes 2, 8 and 9)
Ameren Energy Generating Company Stockholder’s Equity:
Common stock, no par value, 10,000 shares authorized – 2,000 shares outstanding		-		-
Other paid-in capital		620		620
Retained earnings		367		432
Accumulated other comprehensive loss		(44)		(48)

Total Ameren Energy Generating Company stockholder’s equity		943		1,004

Noncontrolling Interest		12		9

Total equity		955		1,013

TOTAL LIABILITIES AND EQUITY	$	2,746	$	2,920

^(a)	Prior period has been adjusted to include EEI as discussed in Note 1 - Summary of Significant Accounting Policies.

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)


	Nine Months Ended September 30,
	2010		2009 ^(a)
Cash Flows From Operating Activities:
Net income (loss)	$	(62)	$	123
Adjustments to reconcile net income to net cash provided by operating activities:
Goodwill and other impairment losses		170		-
Loss on sales of emission allowances		3		-
Net mark-to-market gain on derivatives		(2)		(12)
Depreciation and amortization		87		79
Amortization of debt issuance costs and discounts		2		1
Deferred income taxes and investment tax credits, net		5		57
Other		(5)		5
Changes in assets and liabilities:
Receivables		55		24
Materials and supplies		43		(11)
Accounts and wages payable		(20)		(18)
Taxes accrued		10		(3)
Assets, other		8		3
Liabilities, other		(4)		(15)
Pension and other postretirement benefits		3		2

Net cash provided by operating activities		293		235

Cash Flows From Investing Activities:
Capital expenditures		(71)		(248)
Proceeds from sale of property interests		18		-
Money pool advances, net		(132)		-
Purchases of emission allowances		-		(3)

Net cash used in investing activities		(185)		(251)

Cash Flows From Financing Activities:
Dividends on common stock		-		(43)
Dividends paid to noncontrolling interest holder		-		(11)
Capital issuance costs		(4)		(5)
Short-term debt, net		-		100
Money pool borrowings, net		-		(43)
Notes payable – affiliates		(103)		18

Net cash provided by (used in) financing activities		(107)		16


Net change in cash and cash equivalents		1		-
Cash and cash equivalents at beginning of year		6		3

Cash and cash equivalents at end of period	$	7	$	3

^(a)	Prior period has been adjusted to include EEI as discussed in Note 1 - Summary of Significant Accounting Policies.

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

CENTRAL ILLINOIS LIGHT COMPANY

CONSOLIDATED STATEMENT OF INCOME

(Unaudited) (In millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Operating Revenues:
Electric	$	193	$	200	$	512	$	548
Gas		29		31		177		188
Support services – affiliates		18		19		58		53
Other		-		1		-		5

Total operating revenues		240		251		747		794

Operating Expenses:
Fuel		37		35		115		81
Purchased power		48		44		125		131
Gas purchased for resale		13		14		117		129
Other operations and maintenance		64		64		190		193
Depreciation and amortization		19		19		55		53
Taxes other than income taxes		5		6		20		20

Total operating expenses		186		182		622		607

Operating Income		54		69		125		187
Other Income and Expenses:
Miscellaneous income		-		1		2		1
Miscellaneous expense		1		1		2		4

Total other expenses		(1)		-		-		(3)

Interest Charges		10		13		33		28

Income Before Income Taxes		43		56		92		156
Income Taxes		11		19		29		55

Net Income		32		37		63		101
Preferred Stock Dividends		1		1		1		1

Net Income Available to Common Stockholder	$	31	$	36	$	62	$	100

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)


	September 30, 2010		December 31, 2009
ASSETS
Current Assets:
Cash and cash equivalents	$	80	$	88
Accounts receivable – trade (less allowance for doubtful accounts of $2 and $3, respectively)		30		39
Accounts receivable – affiliates		49		68
Unbilled revenue		19		43
Miscellaneous accounts and notes receivable		28		16
Materials and supplies		95		107
Current regulatory assets		63		29
Other current assets		31		18

Total current assets		395		408

Property and Plant, Net		1,764		1,789
Investments and Other Assets:
Intangible assets		1		1
Regulatory assets		166		162
Other assets		38		22

Total investments and other assets		205		185

TOTAL ASSETS	$	2,364	$	2,382

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Note payable – Ameren	$	181	$	288
Accounts and wages payable		48		62
Accounts payable – affiliates		44		50
Taxes accrued		22		5
Mark-to-market derivative liabilities		30		10
Mark-to-market derivative liabilities – affiliates		33		19
Current regulatory liabilities		23		23
Other current liabilities		41		49

Total current liabilities		422		506

Long-term Debt, Net		279		279
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		250		214
Accumulated deferred investment tax credits		3		4
Regulatory liabilities		206		210
Pension and other postretirement benefits		187		193
Asset retirement obligations		36		34
Other deferred credits and liabilities		97		87

Total deferred credits and other liabilities		779		742

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		480		480
Preferred stock not subject to mandatory redemption		-		19
Retained earnings		402		354
Accumulated other comprehensive income		2		2

Total stockholders’ equity		884		855

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,364	$	2,382

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)


	Nine Months Ended September 30,
	2010		2009
Cash Flows From Operating Activities:
Net income	$	63	$	101
Adjustments to reconcile net income to net cash provided by operating activities:
Net mark-to-market gain on derivatives		-		(3)
Depreciation and amortization		55		54
Amortization of debt issuance costs and premium/discounts		3		2
Deferred income taxes and investment tax credits, net		24		26
Changes in assets and liabilities:
Receivables		43		43
Materials and supplies		12		6
Accounts and wages payable		(12)		(50)
Taxes accrued		17		(4)
Assets, other		(23)		22
Liabilities, other		(4)		(1)
Pension and postretirement benefits		(2)		14

Net cash provided by operating activities		176		210

Cash Flows From Investing Activities:
Capital expenditures		(41)		(128)
Purchases of emission allowances		-		(1)
Other		2		1

Net cash used in investing activities		(39)		(128)

Cash Flows From Financing Activities:
Dividends on common stock		(13)		-
Dividends on preferred stock		(1)		(1)
Capital issuance costs		(2)		(7)
Short-term debt, net		-		(236)
Note payable – Ameren		(107)		334
Money pool borrowings, net		-		(98)
Redemptions of preferred stock		(19)		-
Capital contribution from parent		-		36
Other		(3)		1

Net cash provided by (used in) financing activities		(145)		29


Net change in cash and cash equivalents		(8)		111
Cash and cash equivalents at beginning of year		88		-

Cash and cash equivalents at end of period	$	80	$	111

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 September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Operating Revenues:
Electric	$	324	$	266	$	825	$	765
Gas		60		61		338		351
Other		2		2		6		10

Total operating revenues		386		329		1,169		1,126

Operating Expenses:
Purchased power		140		126		384		401
Gas purchased for resale		21		23		197		214
Other operations and maintenance		74		56		220		200
Depreciation and amortization		25		24		75		73
Amortization of regulatory assets		1		5		8		13
Taxes other than income taxes		13		12		47		46

Total operating expenses		274		246		931		947

Operating Income		112		83		238		179
Other Income and Expenses:
Miscellaneous income		1		1		2		3
Miscellaneous expense		1		1		3		2

Total other income (expense)		-		-		(1)		1

Interest Charges		23		24		68		76

Income Before Income Taxes		89		59		169		104
Income Taxes		35		24		67		42

Net Income		54		35		102		62
Preferred Stock Dividends		-		1		1		2

Net Income Available to Common Stockholder	$	54	$	34	$	101	$	60

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

ILLINOIS POWER COMPANY

BALANCE SHEET

(Unaudited) (In millions)


	September 30, 2010		December 31, 2009
ASSETS
Current Assets:
Cash and cash equivalents	$	146	$	190
Accounts receivable – trade (less allowance for doubtful accounts of $8 and $9, respectively)		114		107
Accounts receivable – affiliates		65		49
Unbilled revenue		65		94
Miscellaneous accounts and notes receivable		62		23
Materials and supplies		130		112
Current regulatory assets		149		86
Other current assets		48		26

Total current assets		779		687

Property and Plant, Net		2,486		2,450
Investments and Other Assets:
Goodwill		214		214
Regulatory assets		484		540
Other assets		81		51

Total investments and other assets		779		805

TOTAL ASSETS	$	4,044	$	3,942

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts and wages payable	$	58	$	98
Accounts payable – affiliates		109		117
Taxes accrued		28		6
Interest accrued		34		17
Customer deposits		43		46
Mark-to-market derivative liabilities		56		20
Mark-to-market derivative liabilities – affiliates		93		65
Environmental remediation liabilities		47		59
Current regulatory liabilities		16		24
Other current liabilities		29		53

Total current liabilities		513		505

Long-term Debt, Net		1,147		1,147
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		306		232
Regulatory liabilities		103		92
Pension and other postretirement benefits		210		238
Other deferred credits and liabilities		276		277

Total deferred credits and other liabilities		895		839

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		1,382		1,349
Preferred stock not subject to mandatory redemption		13		46
Retained earnings		91		53
Accumulated other comprehensive income		3		3

Total stockholders’ equity		1,489		1,451

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,044	$	3,942

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)


	Nine Months Ended September 30,
	2010		2009
Cash Flows From Operating Activities:
Net income	$	102	$	62
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		83		82
Amortization of debt issuance costs and premium/discounts		5		4
Deferred income taxes		74		35
Other		(1)		(1)
Changes in assets and liabilities:
Receivables		(32)		99
Materials and supplies		(18)		8
Accounts and wages payable		(23)		38
Taxes accrued		22		(4)
Assets, other		(35)		28
Liabilities, other		3		(14)
Pension and other postretirement benefits		-		6

Net cash provided by operating activities		180		343

Cash Flows From Investing Activities:
Capital expenditures		(121)		(127)
Advances to AITC for construction		(7)		(38)
Money pool advances, net		-		44

Net cash used in investing activities		(128)		(121)

Cash Flows From Financing Activities:
Dividends on common stock		(63)		-
Dividends on preferred stock		(1)		(2)
Capital issuance costs		(2)		(7)
Redemptions, repurchases, and maturities of long-term debt		-		(250)
Capital contribution from parent		-		119
Generator advances for construction received (refunded), net		(30)		46

Net cash used in financing activities		(96)		(94)


Net change in cash and cash equivalents		(44)		128
Cash and cash equivalents at beginning of year		190		50

Cash and cash equivalents at end of period	$	146	$	178

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)

CENTRAL ILLINOIS LIGHT COMPANY (Consolidated)

ILLINOIS POWER COMPANY

COMBINED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

September 30, 2010

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, as the case may be, rate-regulated electric generation, transmission and distribution businesses, rate-regulated natural gas transmission and distribution businesses, and merchant electric generation businesses in Missouri and Illinois. Dividends on Ameren’s common stock and the payment of expenses by Ameren depend on distributions made to it by its subsidiaries.

On October 1, 2010, Ameren, CIPS, CILCO, IP, AERG and Resources Company completed the previously announced two-step corporate reorganization. The first step of the reorganization involved CILCO and IP merging with and into CIPS, with CIPS as the surviving entity, pursuant to the terms of the agreement and plan of merger, dated as of April 13, 2010. Upon consummation of the merger, CIPS’ name was changed to Ameren Illinois Company, or AIC, and the separate legal existence of CILCO and IP terminated. The second step of the reorganization involved the distribution of AERG stock from AIC to Ameren and the subsequent contribution by Ameren of the AERG stock to Resources Company. The AIC Merger was accounted for as a transaction between entities under common control. In accordance with authoritative accounting guidance, assets and liabilities transferred between entities under common control were accounted for at the historical cost basis of the common parent, Ameren. The AERG distribution was accounted for as a spin-off. AIC transferred AERG to Ameren based on AERG’s carrying value. See Note 14 - Corporate Reorganization for additional information. Throughout this document we continue to reference CIPS, CILCO and IP when discussing historical results. When discussing current or future operations or results, we reference the newly merged entity, AIC.

Ameren’s principal subsidiaries as of September 30, 2010, are listed below. Also see the Glossary of Terms and Abbreviations at the front of this report.

•

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

•

CIPS, or Central Illinois Public Service Company, operates a rate-regulated electric and natural gas transmission and distribution business, all in Illinois. Effective October 1, 2010, CIPS changed its name to Ameren Illinois Company, or AIC.

•

Genco, or Ameren Energy Generating Company, operates a merchant electric generation business in Illinois and Missouri. Genco has an 80% ownership interest in EEI.

•

CILCO, or Central Illinois Light Company, operated a rate-regulated electric transmission and distribution business, a merchant electric generation business through AERG, and a rate-regulated natural gas transmission and distribution business, all in Illinois.

•

IP, or Illinois Power Company, operated a rate-regulated electric and natural gas transmission and distribution business, all in Illinois.

Ameren has various other subsidiaries responsible for the marketing of power, procurement of fuel, management of commodity risks, and provision of other shared services.

Ameren, through Genco, has an 80% ownership interest in EEI. Ameren and Genco consolidate EEI for financial reporting purposes. Effective January 1, 2010, as part of an internal reorganization, Resources Company transferred its 80% stock ownership interest in EEI to Genco through a capital contribution. The transfer of EEI to Genco was accounted for as a transaction between entities under common control, whereby Genco accounted for the transfer at the historical carrying value of the parent (Ameren) as if the transfer had occurred at the beginning of the earliest reporting period presented. Ameren’s historical cost basis in EEI included purchase accounting adjustments relating to Ameren’s acquisition of an additional 20% ownership interest in EEI in 2004. This transfer required Genco’s prior-period financial statements to be retrospectively combined for all periods presented. Consequently, Genco’s prior-period consolidated financial statements reflect EEI as if it had been a subsidiary of Genco.

The financial statements of Ameren, Genco and CILCO were prepared on a consolidated basis. As of September 30, 2010, UE, CIPS and IP had no subsidiaries, and therefore their financial statements were not prepared on a consolidated basis. All significant intercompany transactions have been eliminated. All tabular dollar amounts are in millions, unless otherwise indicated.

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

Earnings Per Share

There were no material differences between Ameren’s basic and diluted earnings per share amounts for the three and nine months ended September 30, 2010 and 2009. The number of restricted stock shares and performance share units outstanding had an immaterial impact on earnings per share. All of Ameren’s remaining stock options expired in February 2010.

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

The following table summarizes the changes in nonvested shares for the nine months ended September 30, 2010, under the Long-term Incentive Plan of 1998 (1998 Plan), as amended, and the 2006 Omnibus Incentive Compensation Plan (2006 Plan):


	Performance Share Units^(a)					Restricted Shares^(b)
	Share Units			Weighted-average Fair Value Per Unit at Grant Date		Shares			Weighted-average Fair Value Per Share at Grant Date
Nonvested at January 1, 2010		945,337		$	22.07		135,696		$	48.92
Granted⁽^c⁾		688,510			32.01		-			-
Dividends		-			-		3,536			26.23
Forfeitures		(26,264	)		25.46		(4,369	)		49.71
Vested^(d)		(100,474	)		31.19		(52,828	)		47.43
Nonvested at September 30, 2010		1,507,109		$	25.94		82,035		$	49.87

(a)	Granted under the 2006 Plan.

(b)	Granted under the 1998 Plan.

(c)	Includes performance share units (share units) granted to certain executive and nonexecutive officers and other eligible employees in January 2010.

(d)	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 January 2010 under the 2006 Plan was determined to be $32.01. That amount was based on Ameren’s closing common share price of $27.95 at December 31, 2009, and lattice simulations. Lattice simulations are used to estimate expected share payout based on Ameren’s total stockholder return for a three-year performance period relative to the designated peer group beginning January 1, 2010. The significant assumptions used to calculate fair value also included a three-year risk-free rate of 1.70%, volatility of 23% to 39% for the peer group, and Ameren’s attainment of a three-year average earnings per share threshold during each year of the performance period.

Ameren recorded compensation expense of $4 million for each of the three months ended September 30, 2010, and 2009, and a related tax benefit of $1 million and $2 million for the three months ended September 30, 2010, and 2009, respectively. Ameren recorded compensation expense of $11 million and $12 million for each of the nine-month periods ended September 30, 2010 and 2009, respectively, and a related tax benefit of $4 million and $5 million for the nine-month periods ended September 30, 2010 and 2009, respectively. As of September 30, 2010, total compensation expense of $16 million related to nonvested awards not yet recognized was expected to be recognized over a weighted-average period of 25 months.

Accounting Changes and Other Matters

The following is a summary of recently adopted authoritative accounting guidance as well as guidance issued but not yet adopted that could impact the Ameren Companies.

Variable-Interest Entities

In June 2009, the FASB issued amended authoritative guidance that significantly changes the consolidation rules for VIEs. The guidance 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 affect 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. Further, the guidance

requires an ongoing reconsideration of the primary beneficiary. It also amends the events that trigger a reassessment of whether an entity is a VIE. The adoption of this guidance, effective for us as of January 1, 2010, did not have a material impact on our results of operations, financial position, or liquidity. See Variable-interest Entities below for additional information.

Disclosures about Fair Value Measurements

In January 2010, the FASB issued amended authoritative guidance regarding fair value measurements. This guidance requires disclosures regarding significant transfers into and out of Level 1 and Level 2 fair value measurements. It also requires information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. Further, the FASB clarified guidance regarding the level of disaggregation, inputs, and valuation techniques. This guidance was effective for us as of January 1, 2010, with the exception of guidance applicable to detailed Level 3 reconciliation disclosures, which will be effective for us as of January 1, 2011. The adoption of this guidance 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 additional information.

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 recorded goodwill related to its acquisition of IP and an additional 20% EEI ownership interest acquired in 2004, as well as its acquisition of CILCORP and Medina Valley in 2003. IP recorded goodwill related to its acquisition by Ameren in 2004. Genco recorded goodwill related to the additional 20% EEI ownership interest acquired in 2004.

We evaluate goodwill for impairment as of October 31 of each year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Ameren and Genco conducted an interim goodwill impairment test in the third quarter of 2010. That test resulted in the recognition of a noncash goodwill impairment charge at Ameren and Genco of $420 million and $65 million, respectively. See Note 15 - Goodwill and Other Asset Impairments for additional information.

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 and CILCO’s intangible assets consisted of emission allowances at September 30, 2010. During the third quarter of 2010, Ameren and Genco recorded a noncash pretax impairment charge relating to SO₂ emission allowances of $68 million and $41 million, respectively. UE recorded a $23 million impairment of its SO₂ emission allowances by reducing a previously established regulatory liability related to the SO₂ emission allowances. Therefore, the UE SO₂ emission allowance impairment had no impact to earnings. See Note 15 - Goodwill and Other Asset Impairments for additional information about the asset impairment charges recorded during the third quarter of 2010. See Note 9 - Commitments and Contingencies for additional information on emission allowances.

The following table presents the SO₂ and NO_x emission allowances held and the related aggregate SO₂ and NO_x emission allowance book values that were carried as intangible assets as of September 30, 2010. Emission allowances consist of various individual emission allowance certificates and do not expire. Emission allowances are charged to fuel expense as they are used in operations.


SO₂ and NO_x in tons	SO₂ ^(a)		NO_x ^(b)		Book Value^(c)
Ameren		3,111,000		32,042	$	9	^(d)
UE		1,619,000		22,322		2
Genco		1,117,000		9,279		5
AERG		375,000		441		1

(a)	Vintages are from 2010 to 2020. Each company possesses additional allowances for use in periods beyond 2020.

(b)	Vintages are from 2010 and the remaining unused prior years’ allowances.

(c)	The book value represents SO₂ and NO_x emission allowances for use in periods through 2040. The book value at December 31, 2009, for Ameren, UE, Genco and AERG was $129 million, $35 million, $62 million, and $1 million, respectively.

(d)	Includes $1 million of fair-market value adjustments recorded in connection with Ameren’s 2003 acquisition of CILCORP.

The following table presents amortization expense based on usage of emission allowances, net of gains and losses from emission allowance sales, for Ameren, UE, Genco and AERG during the three and nine months ended September 30, 2010, and 2009. The table below does not include the intangible asset impairment charges referenced above.


	Three Months						Nine Months
	2010			2009			2010			2009
Ameren^(a)	$	10		$	10		$	20		$	23
UE		-			-			(b	)		(b	)
Genco^(a)		8			8			16			19
AERG		(b	)		(b	)		(b	)		1

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

(b)	Less than $1 million.

Excise Taxes

Excise taxes imposed on us are reflected on Missouri electric, Missouri natural gas, and Illinois natural 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 nine months ended September 30, 2010 and 2009:


	Three Months				Nine Months
	2010		2009		2010		2009
Ameren	$	54	$	44	$	144	$	128
UE		45		36		103		89
CIPS		3		2		11		10
CILCO		2		2		8		8
IP		5		4		23		21

Uncertain Tax Positions

The amount of unrecognized tax benefits as of September 30, 2010, was $224 million, $154 million, $16 million, $13 million, $19 million, and $24 million for Ameren, UE, CIPS, Genco, CILCO and IP, respectively. The amount of unrecognized tax benefits as of September 30, 2010, that would impact the effective tax rate, if recognized, was $2 million, $2 million, less than $1 million, $1 million, $1 million, and less than $1 million for Ameren, UE, CIPS, Genco, CILCO and IP, respectively.

Ameren’s federal income tax returns for the years 2005 through 2008 are before the Appeals Office of the Internal Revenue Service. Ameren’s federal tax return is currently under U.S. federal income tax examination for the year 2009.

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 a year after formal notification to the states. Ameren’s 2007 and 2008 state of Illinois income tax returns are currently under examination by the Illinois Department of Revenue.

It is reasonably possible that events will occur during the next 12 months that would cause the total amount of unrecognized tax benefits for the Ameren Companies to increase or decrease. However, the Ameren Companies do not believe such increases or decreases would be material to their results of operations, financial position or liquidity.

Asset Retirement Obligations

AROs at Ameren, UE, CIPS, Genco, CILCO and IP at September 30, 2010, increased compared to December 31, 2009, primarily to reflect the accretion of obligations to their fair values. In addition, Genco’s AROs increased by $3 million as a result of a change in estimate for useful lives of certain plants and an additional liability incurred.

Genco Asset Sale

In June 2010, Genco completed a sale of 25% of its Columbia CT facility to the city of Columbia, Missouri. Genco received cash proceeds of $18 million from the sale. The city of Columbia also holds two options to purchase additional ownership interests in the facility under two existing power purchase agreements. Columbia can exercise one option, as amended, for an additional 25% of the facility at the end of 2011 for a purchase price of $14.9 million, at the end of 2014 for a purchase price of $9.5 million, or at the end of 2020 for a purchase price of $4 million. The other option can be exercised for another 25% of the facility at the end of 2013 for a purchase price of $15.5 million, at the end of 2017 for a purchase price of $9.5 million, or at the end of 2023 for a purchase price of $4 million. On an annual basis, the city of Columbia purchases a total of 72 megawatts of capacity and energy generated by the facility under the two existing purchase power agreements. If the city of Columbia exercises one of the purchase options described above, the purchase power agreement associated with that option would be terminated.

Variable-interest Entities

According to the applicable authoritative accounting guidance, an entity is considered a VIE if it does not have sufficient equity to finance its activities without assistance from variable-interest holders, or if its equity investors lack any of the following characteristics of a controlling financial interest: control through voting rights, the obligation to absorb expected losses, or the right to receive expected residual returns. The primary beneficiary of a VIE is the entity that (1) has the power to direct matters that most significantly affect 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. Entities are required to consolidate a VIE if they are its primary beneficiary. At September 30, 2010, and December 31, 2009, Ameren had investments in multiple affordable housing and low-income real estate development partnerships as well as an investment in a commercial real estate development partnership of $49 million and $64 million in the aggregate, respectively. Ameren has a variable interest in these investments as a limited partner. With the exception of the commercial real estate development partnership, Ameren does not own a majority interest in any partnership. Ameren receives the benefits and accepts the risks consistent with its limited partner interest in each partnership. Ameren is not the primary beneficiary of these investments because Ameren

does not have the power to direct matters that most significantly impact the activities of the VIE. These investments are classified as Other Assets on Ameren’s consolidated balance sheet. The maximum exposure to loss as a result of these variable interests is limited to the investments in these partnerships.

See Note 8 - Related Party Transactions for information about AIC’s (previously IP’s) variable interest in AITC.

Noncontrolling Interest

Ameren’s noncontrolling interests comprise the 20% of EEI not owned by Ameren and the Ameren subsidiaries’ outstanding preferred stock not subject to mandatory redemption not owned by Ameren. These noncontrolling interests are classified as a component of equity separate from Ameren’s equity in its consolidated balance sheet. Genco’s noncontrolling interest comprises the 20% of EEI not owned by Genco. This noncontrolling interest is classified as a component of equity separate from Genco’s equity in its consolidated balance sheet.

A reconciliation of the equity changes attributable to the noncontrolling interests at Ameren and Genco for the three and nine months ended September 30, 2010, is shown below:


	Three Months						Nine Months
	2010			2009			2010			2009
Ameren:
Noncontrolling interests, beginning of period	$	206		$	203		$	204		$	212
Net income attributable to noncontrolling interests		3			2			10			9
Dividends paid to noncontrolling interest holders		(2	)		(3	)		(7	)		(19	)
Purchase of subsidiary preferred shares from noncontrolling interests^(a)		(52	)		-			(52	)		-
Noncontrolling interests, period ended September 30	$	155		$	202		$	155		$	202
Genco:
Noncontrolling interest, beginning of period	$	11		$	8		$	9		$	17
Net income attributable to noncontrolling interest		1			(1	)		3			1
Dividends paid to noncontrolling interest holders		-			-			-			(11	)
Noncontrolling interest, period ended September 30	$	12		$	7		$	12		$	7

(a)	Represents preferred stock redemptions of $33 million and $19 million by UE and CILCO, respectively. See Note 4 - Long-term Debt and Equity Financings for additional information.

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. The rate changes necessary to implement the provisions of the MoPSC order were effective March 1, 2009. In February 2009, Noranda, UE’s largest electric customer, 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. The Stoddard and Pemiscot County cases were consolidated (collectively, the Circuit Court), and the Cole County case was dismissed. In September 2009, the Circuit Court granted Noranda’s request to stay the electric rate increase granted by the January 2009 MoPSC order as it applies specifically to Noranda’s electric service account until the court renders its decision on the appeal. During the stay, Noranda paid into the Circuit Court’s registry the contested portion of its monthly billings, including its monthly FAC payments. As of September 30, 2010, the aggregate amount held by the Circuit Court was approximately $7 million.

In August 2010, the Circuit Court issued a judgment that reversed parts of the MoPSC’s decision. Also, upon issuance, the Circuit Court suspended its own judgment. Therefore, the entire amount currently held in the Circuit Court’s registry will remain in the Circuit Court’s registry pending the appeal discussed below.

On September 29, 2010, UE filed an appeal with the Missouri Court of Appeals. The Court of Appeals will conduct an independent review of the MoPSC’s order. UE believes the Circuit Court’s judgment, which reversed parts of the MoPSC decision, will be found erroneous by the Court of Appeals; however, there can be no assurances that UE’s appeal will be successful. If UE prevails on all issues of its appeal, UE will receive all of the funds held in the Circuit Court’s registry, plus interest. To the extent that

UE does not win all the issues of its appeal, pretax earnings would be reduced by the amount of the previously recognized revenue that was subsequently returned to Noranda from the court registry. A decision by the Court of Appeals is not expected until at least the third quarter of 2011.

2010 Electric Rate Order

On May 28, 2010, the MoPSC issued an order approving an increase for UE in annual revenues for electric service of approximately $230 million, including $119 million to cover higher fuel costs and lower revenue from sales outside UE’s system. The revenue increase was based on a 10.1% return on equity, a capital structure composed of 51.3% common equity, and a rate base of approximately $6 billion. The rate changes became effective on June 21, 2010. The

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