ML16348A381

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Enclosure 7 - 10-Q Filed Period 6/30/2016
ML16348A381
Person / Time
Site: Callaway Ameren icon.png
Issue date: 06/30/2016
From:
Ameren Missouri, Union Electric Co
To:
Office of Nuclear Security and Incident Response, Division of Security Operations
Shared Package
ML16348A372 List:
References
ULNRC-06341
Download: ML16348A381 (79)
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Text

Enclosure 7 to ULNRC-06341 10-Q FILED PERIOD 6/30/2016

Enclosure 7 to ULNRC06341 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2016 OR Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Exact name of registrant as specified in its charter; Commission State of Incorporation; IRS Employer File Number Address and Telephone Number 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 (Illinois Corporation) 6 Executive Drive Collinsville, Illinois 62234 (618) 343-8150 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 No Union Electric Company Yes No Ameren Illinois Company Yes No Indicate by check mark whether each registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Ameren Corporation Yes No Union Electric Company Yes No Ameren Illinois 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 Exchange Act.

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Enclosure 7 to ULNRC06341 Large Accelerated Accelerated Non-Accelerated Smaller Reporting Filer Filer Filer Company Ameren Corporation Union Electric Company Ameren Illinois Company Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Ameren Corporation Yes No Union Electric Company Yes No Ameren Illinois Company Yes No The number of shares outstanding of each registrants classes of common stock as of July 29, 2016, was as follows:

Ameren Corporation Common stock, $0.01 par value per share - 242,634,798 Union Electric Company Common stock, $5 par value per share, held by Ameren Corporation - 102,123,834 Ameren Illinois Company Common stock, no par value, held by Ameren Corporation - 25,452,373 This combined Form 10-Q is separately filed by Ameren Corporation, Union Electric Company, and Ameren Illinois 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.

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Enclosure 7 to ULNRC06341 TABLE OF CONTENTS Page Glossary of Terms and Abbreviations 1 Forward-looking Statements 1 PART I Financial Information Item 1. Financial Statements (Unaudited) 3 Ameren Corporation 3 Consolidated Statement of Income 3 Consolidated Statement of Comprehensive Income 4 Consolidated Balance Sheet 5 Consolidated Statement of Cash Flows 6 Union Electric Company (d/b/a Ameren Missouri) 7 Statement of Income and Comprehensive Income 7 Balance Sheet 8 Statement of Cash Flows 9 Ameren Illinois Company (d/b/a Ameren Illinois) 10 Statement of Income and Comprehensive Income 10 Balance Sheet 11 Statement of Cash Flows 12 Combined Notes to Financial Statements 13 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations 39 Item 3. Quantitative and Qualitative Disclosures About Market Risk 59 Item 4. Controls and Procedures 60 PART II Other Information Item 1. Legal Proceedings 61 Item 1A. Risk Factors 61 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 61 Item 6. Exhibits 62 Signatures 63 This report 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 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.

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Enclosure 7 to ULNRC06341 GLOSSARY OF TERMS AND ABBREVIATIONS

  • the effect of Ameren Illinois participating in a performance-based formula ratemaking process under the IEIMA, We use the words our, we or us with respect to certain including the direct relationship between Ameren Illinois' information that relates to Ameren, Ameren Missouri, and Ameren return on common equity and 30-year United States Illinois, collectively. When appropriate, subsidiaries of Ameren Treasury bond yields, the related financial commitments Corporation are named specifically as their various business required by the IEIMA, and the resulting uncertain impact on activities are discussed. Refer to the Form 10-K for a complete Ameren Illinois' results of operations, financial position, and listing of glossary terms and abbreviations. Only new or liquidity; significantly changed terms and abbreviations are included
  • our ability to align our overall spending, both operating and below. capital, with regulatory frameworks established by our regulators in an attempt to earn our allowed return on equity; Form 10-K - The combined Annual Report on Form 10-K for the
  • the effects of changes in laws and other governmental year ended December 31, 2015, filed by the Ameren Companies actions, including monetary, fiscal, tax, and energy policies; with the SEC.
  • the effects of changes in federal, state, or local tax laws, MEEIA 2013 - Ameren Missouris portfolio of customer energy regulations, interpretations, or rates and any challenges to efficiency programs, net shared benefits, and performance the tax positions taken by the Ameren Companies; incentive for 2013 through 2015, as approved by the MoPSC in
  • the effects on demand for our services resulting from August 2012. technological advances, including advances in customer MEEIA 2016 - Ameren Missouris portfolio of customer energy energy efficiency and distributed generation sources, which efficiency programs, throughput disincentive, and performance generate electricity at the site of consumption and are incentive for March 2016 through February 2019, as approved by becoming more cost-competitive; the MoPSC in February 2016.
  • the effectiveness of Ameren Missouri's customer energy efficiency programs and the related amount of any revenues and performance incentive earned under MEEIA 2013, MEEIA 2016, and any future MEEIA plan; FORWARD-LOOKING STATEMENTS
  • the timing of increasing capital expenditure and operating expense requirements and our ability to recover these costs Statements in this report not based on historical facts are in a timely manner; considered forward-looking and, accordingly, involve risks and
  • the cost and availability of fuel, such as coal, natural gas, uncertainties that could cause actual results to differ materially and enriched uranium used to produce electricity; the cost from those discussed. Although such forward-looking statements and availability of purchased power and natural gas for have been made in good faith and are based on reasonable distribution; and the level and volatility of future market assumptions, there is no assurance that the expected results will prices for such commodities, including our ability to recover be achieved. These statements include (without limitation) the costs for such commodities and our customers' statements as to future expectations, beliefs, plans, strategies, tolerance for the related rate increases; objectives, events, conditions, and financial performance. In
  • disruptions in the delivery of fuel, failure of our fuel suppliers connection with the safe harbor provisions of the Private to provide adequate quantities or quality of fuel, or lack of Securities Litigation Reform Act of 1995, we are providing this adequate inventories of fuel, including ultra-low-sulfur coal cautionary statement to identify important factors that could used for Ameren Missouris compliance with environmental cause actual results to differ materially from those anticipated. regulations; The following factors, in addition to those discussed under Risk
  • the effectiveness of our risk management strategies and our Factors in the Form 10-K, and elsewhere in this report and in our use of financial and derivative instruments; other filings with the SEC, could cause actual results to differ
  • the ability to obtain sufficient insurance, including insurance materially from management expectations suggested in such relating to Ameren Missouris Callaway energy center and forward-looking statements: insurance for cyber attacks, or, in the absence of insurance, the ability to recover uninsured losses from our customers;
  • regulatory, judicial, or legislative actions, including changes
  • business and economic conditions, including their impact on in regulatory policies and ratemaking determinations, that key customers, interest rates, collection of our receivable may result from the complaint cases filed with the FERC balances, and demand for our products; seeking a reduction in the allowed base return on common
  • Noranda's bankruptcy filing, the idling of operations at its equity under the MISO tariff, Ameren Missouris July 2016 aluminum smelter located in southeast Missouri, and the electric rate case filing, Ameren Missouri's appeal of a resulting impacts to Ameren Missouri's ability to recover its MoPSC order that clarified the method applied to determine revenue requirement until rates are adjusted by the MoPSC an input used to calculate its performance incentive under in Ameren Missouris July 2016 electric rate case to MEEIA 2013, Ameren Illinois April 2016 annual electric accurately reflect Norandas actual sales volumes; distribution service formula rate update filing, and future
  • disruptions of the capital markets, deterioration in credit regulatory, judicial, or legislative actions that change metrics of the Ameren Companies, or other events that may regulatory recovery mechanisms; have an adverse effect on the cost or availability of capital, including short-term credit and liquidity; 1

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Enclosure 7 to ULNRC06341

  • the impact of adopting new accounting guidance and the which any factor, or combination of factors, may cause actual application of appropriate accounting rules and guidance; results to differ materially from those contained or implied in any
  • the actions of credit rating agencies and the effects of such forward-looking statement. Given these uncertainties, undue actions; reliance should not be placed on these forward-looking
  • the impact of weather conditions and other natural statements. Except to the extent required by the federal phenomena on us and our customers, including the impact securities laws, we undertake no obligation to update or revise of system outages; publicly any forward-looking statements to reflect new information
  • the construction, installation, performance, and cost or future events.

recovery of generation, transmission, and distribution assets;

  • the effects of breakdowns or failures of equipment in the operation of natural gas distribution and transmission systems and storage facilities, such as leaks, explosions and mechanical problems, and compliance with natural gas safety regulations;
  • the effects of our increasing investment in electric transmission projects, our ability to obtain all of the necessary approvals to complete the projects, and the uncertainty as to whether we will achieve our expected returns in a timely manner;
  • operation of Ameren Missouri's Callaway energy center, including planned and unplanned outages, and decommissioning costs;
  • the effects of strategic initiatives, including mergers, acquisitions, and divestitures, and any related tax implications;
  • the impact of current environmental regulations and new, more stringent, or changing requirements, including those related to CO2, other emissions and discharges, cooling water intake structures, CCR, and energy efficiency, that are enacted over time and that could limit or terminate the operation of certain of Ameren Missouris energy centers, increase our costs or investment requirements, result in an impairment of our assets, cause us to sell our assets, reduce our customers' demand for electricity or natural gas, or otherwise have a negative financial effect;
  • the impact of complying with renewable energy portfolio requirements in Missouri;
  • labor disputes, work force reductions, future wage and employee benefits costs, including changes in discount rates, mortality tables, and returns on benefit plan assets;
  • the inability of our counterparties to meet their obligations with respect to contracts, credit agreements, and financial instruments;
  • the cost and availability of transmission capacity for the energy generated by Ameren Missouri's energy centers or required to satisfy Ameren Missouri's energy sales;
  • legal and administrative proceedings;
  • the impact of cyber attacks, which could result in the loss of operational control of energy centers and electric and natural gas transmission and distribution systems and/or the loss of data, such as utility customer data and account information; and
  • acts of sabotage, war, terrorism, or other intentionally disruptive acts.

New factors emerge from time to time, and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to 2

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Enclosure 7 to ULNRC06341 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS.

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

Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Operating Revenues:

Electric $ 1,274 $ 1,250 $ 2,376 $ 2,393 Gas 153 151 485 564 Total operating revenues 1,427 1,401 2,861 2,957 Operating Expenses:

Fuel 166 205 369 411 Purchased power 135 101 273 240 Gas purchased for resale 41 46 193 282 Other operations and maintenance 435 427 835 828 Provision for Callaway construction and operating license (Note 2) 69 69 Depreciation and amortization 210 200 417 393 Taxes other than income taxes 115 116 229 241 Total operating expenses 1,102 1,164 2,316 2,464 Operating Income 325 237 545 493 Other Income and Expense:

Miscellaneous income 16 16 36 35 Miscellaneous expense 6 6 13 17 Total other income 10 10 23 18 Interest Charges 95 89 190 177 Income Before Income Taxes 240 158 378 334 Income Taxes 92 59 123 125 Income from Continuing Operations 148 99 255 209 Income from Discontinued Operations, Net of Taxes 52 52 Net Income 148 151 255 261 Less: Net Income from Continuing Operations Attributable to Noncontrolling Interests 1 1 3 3 Net Income Attributable to Ameren Common Shareholders:

Continuing Operations 147 98 252 206 Discontinued Operations 52 52 Net Income Attributable to Ameren Common Shareholders $ 147 $ 150 $ 252 $ 258 Earnings per Common Share - Basic and Diluted:

Continuing Operations $ 0.61 $ 0.40 $ 1.04 $ 0.85 Discontinued Operations 0.21 0.21 Earnings per Common Share - Basic and Diluted $ 0.61 $ 0.61 $ 1.04 $ 1.06 Dividends per Common Share $ 0.425 $ 0.41 $ 0.85 $ 0.82 Average Common Shares Outstanding - Basic 242.6 242.6 242.6 242.6 The accompanying notes are an integral part of these consolidated financial statements.

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Enclosure 7 to ULNRC06341 AMEREN CORPORATION CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited) (In millions)

Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Income from Continuing Operations $ 148 $ 99 $ 255 $ 209 Other Comprehensive Income from Continuing Operations, Net of Taxes Pension and other postretirement benefit plan activity, net of income taxes of

$3, $4, $4, and $4, respectively 4 4 2 4 Comprehensive Income from Continuing Operations 152 103 257 213 Less: Comprehensive Income from Continuing Operations Attributable to Noncontrolling Interests 1 1 3 3 Comprehensive Income from Continuing Operations Attributable to Ameren Common Shareholders 151 102 254 210 Income from Discontinued Operations, Net of Taxes 52 52 Other Comprehensive Income from Discontinued Operations, Net of Taxes Comprehensive Income from Discontinued Operations Attributable to Ameren Common Shareholders 52 52 Comprehensive Income Attributable to Ameren Common Shareholders $ 151 $ 154 $ 254 $ 262 The accompanying notes are an integral part of these consolidated financial statements.

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Enclosure 7 to ULNRC06341 AMEREN CORPORATION CONSOLIDATED BALANCE SHEET (Unaudited) (In millions, except per share amounts)

June 30, December 31, 2016 2015 ASSETS Current Assets:

Cash and cash equivalents $ 13 $ 292 Accounts receivable - trade (less allowance for doubtful accounts of $21 and $19, respectively) 445 388 Unbilled revenue 328 239 Miscellaneous accounts receivable 65 98 Materials and supplies 515 538 Current regulatory assets 146 260 Other current assets 68 88 Assets of discontinued operations 14 14 Total current assets 1,594 1,917 Property and Plant, Net 19,324 18,799 Investments and Other Assets:

Nuclear decommissioning trust fund 582 556 Goodwill 411 411 Regulatory assets 1,330 1,382 Other assets 552 575 Total investments and other assets 2,875 2,924 TOTAL ASSETS $ 23,793 $ 23,640 LIABILITIES AND EQUITY Current Liabilities:

Current maturities of long-term debt $ 431 $ 395 Short-term debt 778 301 Accounts and wages payable 499 777 Taxes accrued 124 43 Interest accrued 102 89 Customer deposits 100 100 Current regulatory liabilities 99 80 Other current liabilities 270 279 Liabilities of discontinued operations 27 29 Total current liabilities 2,430 2,093 Long-term Debt, Net 6,605 6,880 Deferred Credits and Other Liabilities:

Accumulated deferred income taxes, net 4,028 3,885 Accumulated deferred investment tax credits 57 60 Regulatory liabilities 1,953 1,905 Asset retirement obligations 629 618 Pension and other postretirement benefits 537 580 Other deferred credits and liabilities 490 531 Total deferred credits and other liabilities 7,694 7,579 Commitments and Contingencies (Notes 2, 9, and 10)

Ameren Corporation Shareholders Equity:

Common stock, $.01 par value, 400.0 shares authorized - shares outstanding of 242.6 2 2 Other paid-in capital, principally premium on common stock 5,545 5,616 Retained earnings 1,376 1,331 Accumulated other comprehensive loss (1) (3)

Total Ameren Corporation shareholders equity 6,922 6,946 Noncontrolling Interests 142 142 Total equity 7,064 7,088 TOTAL LIABILITIES AND EQUITY $ 23,793 $ 23,640 The accompanying notes are an integral part of these consolidated financial statements.

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Enclosure 7 to ULNRC06341 AMEREN CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (In millions)

Six Months Ended June 30, 2016 2015 Cash Flows From Operating Activities:

Net income $ 255 $ 261 (Income) from discontinued operations, net of taxes (52)

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for Callaway construction and operating license 69 Depreciation and amortization 419 387 Amortization of nuclear fuel 38 47 Amortization of debt issuance costs and premium/discounts 11 11 Deferred income taxes and investment tax credits, net 134 116 Allowance for equity funds used during construction (13) (11)

Share-based compensation costs 12 14 Other (7) (13)

Changes in assets and liabilities:

Receivables (111) (80)

Materials and supplies 23 25 Accounts and wages payable (200) (180)

Taxes accrued 80 83 Regulatory assets and liabilities 108 65 Assets, other 24 27 Liabilities, other (12) (15)

Pension and other postretirement benefits 4 28 Net cash provided by operating activities - continuing operations 765 782 Net cash used in operating activities - discontinued operations (2) (1)

Net cash provided by operating activities 763 781 Cash Flows From Investing Activities:

Capital expenditures (1,000) (846)

Nuclear fuel expenditures (24) (28)

Purchases of securities - nuclear decommissioning trust fund (201) (117)

Sales and maturities of securities - nuclear decommissioning trust fund 192 110 Proceeds from note receivable - Marketing Company 10 Contributions to note receivable - Marketing Company (7)

Other (2) 3 Net cash used in investing activities - continuing operations (1,035) (875)

Net cash used in investing activities - discontinued operations Net cash used in investing activities (1,035) (875)

Cash Flows From Financing Activities:

Dividends on common stock (206) (199)

Dividends paid to noncontrolling interest holders (3) (3)

Short-term debt, net 477 172 Maturities of long-term debt (389) (114)

Issuances of long-term debt 149 249 Employee payroll taxes related to share-based payments (32) (12)

Capital issuance costs (1) (2)

Other (2)

Net cash provided by (used in) financing activities - continuing operations (7) 91 Net change in cash and cash equivalents (279) (3)

Cash and cash equivalents at beginning of year 292 5 Cash and cash equivalents at end of period $ 13 $ 2 The accompanying notes are an integral part of these consolidated financial statements.

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Enclosure 7 to ULNRC06341 UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)

STATEMENT OF INCOME AND COMPREHENSIVE INCOME (Unaudited) (In millions)

Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Operating Revenues:

Electric $ 844 $ 859 $ 1,538 $ 1,601 Gas 23 24 70 82 Other 1 1 Total operating revenues 867 884 1,608 1,684 Operating Expenses:

Fuel 166 205 369 411 Purchased power 50 19 92 58 Gas purchased for resale 6 7 27 38 Other operations and maintenance 238 229 450 440 Provision for Callaway construction and operating license (Note 2) 69 69 Depreciation and amortization 127 124 254 242 Taxes other than income taxes 83 85 156 165 Total operating expenses 670 738 1,348 1,423 Operating Income 197 146 260 261 Other Income and Expense:

Miscellaneous income 9 12 24 23 Miscellaneous expense 2 2 4 5 Total other income 7 10 20 18 Interest Charges 53 55 105 110 Income Before Income Taxes 151 101 175 169 Income Taxes 58 39 67 65 Net Income 93 62 108 104 Other Comprehensive Income Comprehensive Income $ 93 $ 62 $ 108 $ 104 Net Income $ 93 $ 62 $ 108 $ 104 Preferred Stock Dividends 1 1 2 2 Net Income Available to Common Shareholder $ 92 $ 61 $ 106 $ 102 The accompanying notes as they relate to Ameren Missouri are an integral part of these financial statements.

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Enclosure 7 to ULNRC06341 UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)

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

June 30, December 31, 2016 2015 ASSETS Current Assets:

Cash and cash equivalents $ $ 199 Advances to money pool 36 Accounts receivable - trade (less allowance for doubtful accounts of $7 and $7, respectively) 206 174 Accounts receivable - affiliates 15 54 Unbilled revenue 226 128 Miscellaneous accounts receivable 52 78 Materials and supplies 396 387 Current regulatory assets 46 89 Other current assets 33 41 Total current assets 974 1,186 Property and Plant, Net 11,242 11,183 Investments and Other Assets:

Nuclear decommissioning trust fund 582 556 Regulatory assets 536 605 Other assets 315 321 Total investments and other assets 1,433 1,482 TOTAL ASSETS $ 13,649 $ 13,851 LIABILITIES AND SHAREHOLDERS EQUITY Current Liabilities:

Current maturities of long-term debt $ 431 $ 266 Short-term debt 77 Accounts and wages payable 204 417 Accounts payable - affiliates 40 56 Taxes accrued 113 31 Interest accrued 68 59 Current regulatory liabilities 21 28 Other current liabilities 139 120 Total current liabilities 1,093 977 Long-term Debt, Net 3,568 3,844 Deferred Credits and Other Liabilities:

Accumulated deferred income taxes, net 2,915 2,844 Accumulated deferred investment tax credits 55 58 Regulatory liabilities 1,197 1,172 Asset retirement obligations 623 612 Pension and other postretirement benefits 195 234 Other deferred credits and liabilities 24 28 Total deferred credits and other liabilities 5,009 4,948 Commitments and Contingencies (Notes 2, 8, 9, and 10)

Shareholders 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 1,822 1,822 Preferred stock 80 80 Retained earnings 1,566 1,669 Total shareholders equity 3,979 4,082 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 13,649 $ 13,851 The accompanying notes as they relate to Ameren Missouri are an integral part of these financial statements.

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Enclosure 7 to ULNRC06341 UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)

STATEMENT OF CASH FLOWS (Unaudited) (In millions)

Six Months Ended June 30, 2016 2015 Cash Flows From Operating Activities:

Net income $ 108 $ 104 Adjustments to reconcile net income to net cash provided by operating activities:

Provision for Callaway construction and operating license 69 Depreciation and amortization 257 238 Amortization of nuclear fuel 38 47 Amortization of debt issuance costs and premium/discounts 3 3 Deferred income taxes and investment tax credits, net 66 27 Allowance for equity funds used during construction (10) (9)

Changes in assets and liabilities:

Receivables (103) (80)

Materials and supplies (9) (24)

Accounts and wages payable (174) (180)

Taxes accrued 80 123 Regulatory assets and liabilities 55 63 Assets, other 14 16 Liabilities, other 37 35 Pension and other postretirement benefits 2 14 Net cash provided by operating activities 364 446 Cash Flows From Investing Activities:

Capital expenditures (353) (289)

Nuclear fuel expenditures (24) (28)

Purchases of securities - nuclear decommissioning trust fund (201) (117)

Sales and maturities of securities - nuclear decommissioning trust fund 192 110 Money pool advances, net 36 Other (4) (4)

Net cash used in investing activities (354) (328)

Cash Flows From Financing Activities:

Dividends on common stock (210) (415)

Dividends on preferred stock (2) (2)

Short-term debt, net 77 (59)

Maturities of long-term debt (260) (114)

Issuances of long-term debt 149 249 Capital contribution from parent 38 224 Capital issuance costs (1) (2)

Net cash used in financing activities (209) (119)

Net change in cash and cash equivalents (199) (1)

Cash and cash equivalents at beginning of year 199 1 Cash and cash equivalents at end of period $ $

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

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Enclosure 7 to ULNRC06341 AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)

STATEMENT OF INCOME AND COMPREHENSIVE INCOME (Unaudited) (In millions)

Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Operating Revenues:

Electric $ 411 $ 386 $ 803 $ 776 Gas 131 127 416 482 Total operating revenues 542 513 1,219 1,258 Operating Expenses:

Purchased power 90 87 194 189 Gas purchased for resale 35 39 166 244 Other operations and maintenance 200 202 394 404 Depreciation and amortization 80 73 157 146 Taxes other than income taxes 30 29 68 72 Total operating expenses 435 430 979 1,055 Operating Income 107 83 240 203 Other Income and Expense:

Miscellaneous income 6 4 11 11 Miscellaneous expense 3 2 8 7 Total other income 3 2 3 4 Interest Charges 35 33 70 66 Income Before Income Taxes 75 52 173 141 Income Taxes 29 20 67 55 Net Income 46 32 106 86 Other Comprehensive Loss, Net of Taxes:

Pension and other postretirement benefit plan activity, net of income taxes (benefit) of $-, $-, $(1) and $(1), respectively (1) (1) (2) (2)

Comprehensive Income $ 45 $ 31 $ 104 $ 84 Net Income $ 46 $ 32 $ 106 $ 86 Preferred Stock Dividends 1 1 2 2 Net Income Available to Common Shareholder $ 45 $ 31 $ 104 $ 84 The accompanying notes as they relate to Ameren Illinois are an integral part of these financial statements.

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Enclosure 7 to ULNRC06341 AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)

BALANCE SHEET (Unaudited) (In millions)

June 30, December 31, 2016 2015 ASSETS Current Assets:

Cash and cash equivalents $ $ 71 Accounts receivable - trade (less allowance for doubtful accounts of $14 and $12, respectively) 225 204 Accounts receivable - affiliates 15 22 Unbilled revenue 102 111 Miscellaneous accounts receivable 12 19 Materials and supplies 119 151 Current regulatory assets 98 167 Other current assets 11 15 Total current assets 582 760 Property and Plant, Net 7,121 6,848 Investments and Other Assets:

Goodwill 411 411 Regulatory assets 786 771 Other assets 99 113 Total investments and other assets 1,296 1,295 TOTAL ASSETS $ 8,999 $ 8,903 LIABILITIES AND SHAREHOLDERS EQUITY Current Liabilities:

Current maturities of long-term debt $ $ 129 Short-term debt 177 Accounts and wages payable 212 249 Accounts payable - affiliates 43 66 Taxes accrued 9 13 Interest accrued 29 28 Customer deposits 67 69 Mark-to-market derivative liabilities 23 45 Current environmental remediation 35 28 Current regulatory liabilities 59 39 Other current liabilities 88 86 Total current liabilities 742 752 Long-term Debt, Net 2,343 2,342 Deferred Credits and Other Liabilities:

Accumulated deferred income taxes, net 1,546 1,480 Accumulated deferred investment tax credits 2 2 Regulatory liabilities 754 732 Pension and other postretirement benefits 284 271 Environmental remediation 183 205 Other deferred credits and liabilities 207 222 Total deferred credits and other liabilities 2,976 2,912 Commitments and Contingencies (Notes 2, 8, and 9)

Shareholders Equity:

Common stock, no par value, 45.0 shares authorized - 25.5 shares outstanding Other paid-in capital 2,005 2,005 Preferred stock 62 62 Retained earnings 868 825 Accumulated other comprehensive income 3 5 Total shareholders equity 2,938 2,897 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 8,999 $ 8,903 The accompanying notes as they relate to Ameren Illinois are an integral part of these financial statements.

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Enclosure 7 to ULNRC06341 AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)

STATEMENT OF CASH FLOWS (Unaudited) (In millions)

Six Months Ended June 30, 2016 2015 Cash Flows From Operating Activities:

Net income $ 106 $ 86 Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 156 144 Amortization of debt issuance costs and premium/discounts 7 7 Deferred income taxes and investment tax credits, net 65 45 Other (6) (5)

Changes in assets and liabilities:

Receivables (5) 57 Materials and supplies 32 48 Accounts and wages payable (20) 20 Taxes accrued (14) (6)

Regulatory assets and liabilities 48 (1)

Assets, other 11 8 Liabilities, other (1) (29)

Pension and other postretirement benefits 3 12 Net cash provided by operating activities 382 386 Cash Flows From Investing Activities:

Capital expenditures (442) (379)

Other 4 4 Net cash used in investing activities (438) (375)

Cash Flows From Financing Activities:

Dividends on common stock (60)

Dividends on preferred stock (2) (2)

Short-term debt, net 177 (20)

Money pool borrowings, net 10 Maturities of long-term debt (129)

Other (1)

Net cash used in financing activities (15) (12)

Net change in cash and cash equivalents (71) (1)

Cash and cash equivalents at beginning of year 71 1 Cash and cash equivalents at end of period $ $

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

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Enclosure 7 to ULNRC06341 AMEREN CORPORATION (Consolidated) other subsidiaries that conduct activities such as the provision of UNION ELECTRIC COMPANY (d/b/a Ameren Missouri) shared services.

AMEREN ILLINOIS COMPANY (d/b/a Ameren Illinois)

Unless otherwise stated, these notes to Amerens financial COMBINED NOTES TO FINANCIAL STATEMENTS statements exclude discontinued operations for all periods (Unaudited) presented. See Note 12 - Discontinued Operations in this report June 30, 2016 and Note 16 - Divestiture Transactions and Discontinued Operations under Part II, Item 8, of the Form 10-K for additional NOTE 1 -

SUMMARY

OF SIGNIFICANT ACCOUNTING information.

POLICIES Amerens financial statements are prepared on a General consolidated basis and therefore include the accounts of its majority-owned subsidiaries. All intercompany transactions have Ameren, headquartered in St. Louis, Missouri, is a public been eliminated. Ameren Missouri and Ameren Illinois have no utility holding company under PUHCA 2005. Amerens primary subsidiaries, and therefore their financial statements are not assets are its equity interests in its subsidiaries, including Ameren prepared on a consolidated basis. All tabular dollar amounts are Missouri and Ameren Illinois. Amerens subsidiaries are separate, in millions, unless otherwise indicated.

independent legal entities with separate businesses, assets, and liabilities. Dividends on Amerens common stock and the payment Our accounting policies conform to GAAP. Our financial of expenses by Ameren depend on distributions made to it by its statements reflect all adjustments (which include normal, subsidiaries. Amerens principal subsidiaries are listed below. recurring adjustments) that are necessary, in our opinion, for a Also see the Glossary of Terms and Abbreviations at the front of fair statement of our results. The preparation of financial this report and in the Form 10-K. statements in conformity with GAAP requires management to make certain estimates and assumptions. Such estimates and

  • Union Electric Company, doing business as Ameren assumptions affect reported amounts of assets and liabilities, the Missouri, operates a rate-regulated electric generation, disclosure of contingent assets and liabilities at the dates of transmission, and distribution business and a rate-regulated financial statements, and the reported amounts of revenues and natural gas transmission and distribution business in expenses during the reported periods. Actual results could differ Missouri. from those estimates. The results of operations of an interim
  • Ameren Illinois Company, doing business as Ameren Illinois, period may not give a true indication of results that may be operates rate-regulated electric and natural gas transmission expected for a full year. These financial statements should be and distribution businesses in Illinois. read in conjunction with the financial statements and the notes thereto included in the Form 10-K.

Additionally, Ameren has a subsidiary, ATXI, that operates a FERC rate-regulated electric transmission business. ATXI is Asset Retirement Obligations developing MISO-approved electric transmission projects, including the Illinois Rivers, Spoon River, and Mark Twain AROs at Ameren, Ameren Missouri, and Ameren Illinois projects. Ameren is also pursuing projects to improve electric increased during the six months ended June 30, 2016 to reflect transmission system reliability within Ameren Missouri's and the accretion of obligations to their fair value, partially offset by Ameren Illinois' service territories as well as competitive electric immaterial settlements.

transmission investment opportunities outside of these territories, including investments outside of MISO. Ameren also has various Share-based Compensation A summary of nonvested performance share units at June 30, 2016, and changes during the six months ended June 30, 2016, under the 2006 Incentive Plan and the 2014 Incentive Plan are presented below:

Performance Share Units Weighted-average Fair Share Units Value per Share Unit Nonvested at January 1, 2016 1,024,870 $ 46.08 Granted(a) 584,312 44.13 Forfeitures (15,949) 45.07 Vested(b) (10,754) 43.44 Nonvested at June 30, 2016 1,582,479 $ 45.39 (a) Performance share units granted to certain executive and nonexecutive officers and other eligible employees under the 2014 Incentive Plan.

(b) Performance share units vested due to the 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.

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Enclosure 7 to ULNRC06341 The fair value of each performance share unit awarded in contract with a customer. The underlying principle of the 2016 under the 2014 Incentive Plan was determined to be guidance is that an entity will recognize revenue for the transfer

$44.13, which was based on Amerens closing common share of promised goods or services to customers at an amount that price of $43.23 at December 31, 2015, and lattice simulations. the entity expects to be entitled to in exchange for those goods or Lattice simulations are used to estimate expected share payout services. The guidance also requires additional disclosures to based on Amerens total shareholder return for a three-year enable users of financial statements to understand the nature, performance period relative to the designated peer group amount, timing, and uncertainty of revenue and cash flows beginning January 1, 2016. The simulations can produce a arising from contracts with customers. Entities can apply the greater fair value for the performance share unit than the guidance retrospectively to each reporting period presented or December 31 applicable closing common share price because retrospectively by recording a cumulative effect adjustment to they include the weighted payout scenarios in which an increase retained earnings in the period of initial adoption. The Ameren in the share price has occurred. The significant assumptions Companies are currently assessing the impact of this guidance used to calculate fair value also included a three-year risk-free on their results of operations, financial position, and disclosures, rate of 1.31%, volatility of 15% to 20% for the peer group, and including their accounting for contributions in aid of construction Amerens attainment of a three-year average earnings per share and similar arrangements, as well as the transition method that threshold during the performance period. they will use to adopt the guidance. The guidance will be effective for the Ameren Companies in the first quarter of 2018.

Excise Taxes Amendments to the Consolidation Analysis Ameren Missouri and Ameren Illinois collect certain excise taxes from customers that are levied on the sale or distribution of In February 2015, the FASB issued authoritative accounting natural gas and electricity. Excise taxes are levied on Ameren guidance that amends the consolidation analysis for variable Missouris electric and natural gas businesses and on Ameren interest entities and voting interest entities. The new guidance Illinois natural gas business and are recorded gross in affects (1) limited partnerships, similar legal entities, and certain Operating Revenues - Electric, Operating Revenues - Gas investment funds, (2) the evaluation of fees paid to a decision and Operating Expenses - Taxes other than income taxes on maker or service provider as a variable interest, (3) how fee the statement of income or the statement of income and arrangements impact the primary beneficiary determination, and comprehensive income. Excise taxes for electric service in Illinois (4) the evaluation of related party relationships on the primary are levied on the customer and are therefore not included in beneficiary determination. The adoption of this guidance in the Ameren Illinois revenues and expenses. The following table first quarter of 2016 did not impact the Ameren Companies presents excise taxes recorded in Operating Revenues - results of operations, financial position, liquidity, or disclosures.

Electric, Operating Revenues - Gas and Operating Expenses

- Taxes other than income taxes for the three and six months Leases ended June 30, 2016 and 2015:

In February 2016, the FASB issued authoritative accounting Three Months Six Months guidance that will require an entity to recognize assets and 2016 2015 2016 2015 liabilities arising from a lease. Consistent with current GAAP, the Ameren Missouri $ 40 $ 41 $ 70 $ 75 recognition, measurement, and presentation of expenses and Ameren Illinois 11 10 31 33 cash flows arising from a lease will depend primarily on its Ameren $ 51 $ 51 $ 101 $ 108 classification as a finance or operating lease. The guidance also requires additional disclosures to enable users of financial Earnings Per Share statements to understand the amount, timing, and uncertainty of cash flows arising from leases. The guidance will be effective for There were no material differences between Amerens basic the Ameren Companies in the first quarter of 2019 with an option and diluted earnings per share amounts for the six months ended for entities to adopt early. Upon adoption, the Ameren Companies June 30, 2016 and 2015. The assumed settlement of dilutive will recognize and measure operating leases on their respective performance share units had an immaterial impact on earnings balance sheets at the beginning of the earliest period presented.

per share. The calculation of diluted earnings per share reflected The Ameren Companies are currently assessing the impact of the adoption of FASB guidance related to employee share-based this guidance on their results of operations, financial position, payment accounting discussed below. statement of cash flows, and disclosures.

Accounting and Reporting Developments Improvements to Employee Share-Based Payment Accounting Below is a summary of recently issued authoritative In March 2016, the FASB issued authoritative accounting accounting standards relevant to the Ameren Companies. guidance that simplifies the accounting for share-based payment transactions, including the income tax consequences, the Revenue from Contracts with Customers calculation of diluted earnings per share, the treatment of forfeitures, the classification of awards as either equity or In May 2014, the FASB issued authoritative accounting liabilities, and the classification on the statement of cash flows.

guidance that changes the criteria for recognizing revenue from a Ameren determines for each performance share unit award 14 Page 17 of 78

Enclosure 7 to ULNRC06341 whether the difference between the deduction for tax purposes sales volumes, including reductions from the idling of operations and the compensation cost recognized for financial reporting at Norandas aluminum smelter, and $34 million related to purposes results in either an excess tax benefit or an excess tax increases in transmission charges. Other changes in expenses deficit. Previously, excess tax benefits were recognized in "Other reflected in the rate request include decreases in pension and paid-in capital" on Amerens consolidated balance sheet, and in other post-employment benefit plan expenses of $24 million and certain cases, excess tax deficits were recognized in Income solar rebate expenses of $15 million, both of which are subject to taxes on Amerens consolidated income statement. The new regulatory tracking mechanisms; increased net energy costs, guidance increases income statement volatility by requiring all excluding the impact of reduced Noranda and other customer excess tax benefits and deficits to be recognized in Income sales volumes, of $23 million; and increased income taxes of $15 taxes, and treated as discrete items in the period in which they million.

occur. Ameren adopted this guidance in the first quarter of 2016 and prospectively applied the amendment in this guidance As a part of its filing, Ameren Missouri requested the requiring recognition of excess tax benefits and deficits in the amortization over ten years of an estimated $81 million of lost income statement, which resulted in recognition of a $21 million fixed cost recovery due to lower sales volumes, as discussed income tax benefit and a corresponding $21 million increase in below, from Noranda during the period April 2015 through May income from continuing operations and net income (9 cents per 2017.

diluted share) during the period. Also as a result of the adoption of this guidance, Ameren made an accounting policy election to Ameren Missouri also requested continued use of its FAC continue to estimate the number of forfeitures expected to occur. and the regulatory tracking mechanisms for pension and The amendments in the guidance that require application using a postretirement benefits and uncertain income tax positions that modified retrospective transition method did not impact Ameren. the MoPSC previously authorized in earlier electric rate orders.

Therefore, there was no cumulative-effect adjustment to retained Additionally, Ameren Missouri requested the implementation of a earnings recognized as of January 1, 2016. Ameren applied the new regulatory tracking mechanism for transmission charges and amendments in this guidance relating to classification on the revenues.

statement of cash flows retrospectively. As a result, for the six The MoPSC proceeding relating to the proposed electric months ended June 30, 2015, Ameren reclassified, for service rate changes will take place over a period of up to 11 comparison purposes, $2 million of excess tax benefits on the months, with a decision by the MoPSC expected by late April statement of cash flows from financing to operating activity, and 2017 and new rates effective in late May 2017. Ameren Missouri

$12 million of employee payroll taxes related to share-based cannot predict the level of any electric service rate change the payments from operating to financing activity.

MoPSC may approve, when any rate change may go into effect, NOTE 2 - RATE AND REGULATORY MATTERS whether the requested regulatory tracking mechanisms will be approved, or whether any rate increase that may eventually be Below is a summary of updates to significant regulatory approved will be sufficient for Ameren Missouri to recover its proceedings and related lawsuits. See also Note 2 - Rate and costs and earn a reasonable return on its investments when the Regulatory Matters under Part II, Item 8, of the Form 10-K. We increase goes into effect.

are unable to predict the ultimate outcome of these matters, the timing of the final decisions of the various agencies and courts, or Noranda the impact on our results of operations, financial position, or In the first quarter of 2016, Noranda idled production at its liquidity.

aluminum smelter and filed voluntary petitions for a court-Missouri supervised restructuring process under Chapter 11 of the United States Bankruptcy Code. As of June 30, 2016, Ameren Missouri 2016 Electric Rate Case has been, and expects to continue to be, paid in full for its electric service provided to Noranda.

On July 1, 2016, Ameren Missouri filed a request with the MoPSC seeking approval to increase its annual revenues for In its April 2015 electric rate order, the MoPSC approved a electric service by $206 million. The electric rate increase request rate design that established $78 million in annual revenues, net is based on a 9.9% return on equity, a capital structure composed of fuel and purchased power costs, as Norandas portion of of 51.8% equity, a rate base of $7.2 billion, and a test year ended Ameren Missouris revenue requirement. The portion of Ameren March 31, 2016, with certain pro-forma adjustments expected Missouris annual revenue requirement reflected in Norandas through the anticipated true-up date of December 31, 2016. The electric rate is based on the smelter using approximately 4.2 rate request includes $74 million that is primarily related to nearly million megawatthours annually, which is almost 100% of its

$1.4 billion of gross electric infrastructure investments that have operating capacity. Ameren Missouris rates, including those for been placed into service since the true-up date in Ameren Noranda, are seasonal. Norandas summer base rate (June Missouris last electric rate case. This $74 million includes through September) is $45.78 per megawatthour, and its winter depreciation expenses of $39 million, return on rate base of $25 base rate (October through May) is $31.11 per megawatthour.

million, and increased property taxes of $10 million. The rate request also includes $51 million related to reduced customer In 2016, actual sales volumes to Noranda will be significantly below the sales volumes reflected in rates. As a 15 Page 18 of 78

Enclosure 7 to ULNRC06341 result, full recovery by Ameren Missouri of its revenue ATXI Transmission Projects requirement has not occurred and will not occur until rates are adjusted prospectively by the MoPSC in the July 2016 electric The Mark Twain project is a MISO-approved 95-mile rate case to accurately reflect Norandas actual sales volumes. transmission line located in northeast Missouri. In April 2016, the Ameren Missouri is seeking to recover the April 2015 through MoPSC granted ATXI a certificate of convenience and necessity May 2017 lost fixed costs caused by the lower Noranda sales for the Mark Twain project. Starting construction under the volumes in its July 2016 electric rate case. Also as a result of certificate is subject to ATXI obtaining assents from the five Norandas idled production described above, Ameren Missouri is counties where the line will be constructed. The Mark Twain applying a provision in its FAC tariff that, under certain project is expected to be completed in 2018. Extended difficulties circumstances, allows Ameren Missouri to retain a portion of the in obtaining the assents could delay the completion date. ATXI is revenues from any off-system sales it makes as a result of in the process of obtaining the assents.

reduced tariff sales to Noranda. The current market price of electricity is less than Norandas electric rate, and Ameren Illinois Missouri expects market prices to remain below Norandas IEIMA electric rate during 2016. Accordingly, this FAC-tariff provision will not enable Ameren Missouri to fully recover its revenue Under the provisions of the IEIMA's performance-based requirement under current market conditions. formula rate-making framework, which currently extends through 2019, Ameren Illinois electric distribution service rates are MEEIA 2013 subject to an annual revenue requirement reconciliation to its The MEEIA 2013 performance incentive allowed Ameren actual recoverable costs. Throughout each year, Ameren Illinois Missouri an opportunity to earn additional revenues by achieving records a regulatory asset or a regulatory liability and a certain customer energy efficiency goals, including $19 million if corresponding increase or decrease to operating revenues for 100% of the goals were achieved during the three-year period, any differences between the revenue requirement reflected in with the potential to earn a larger performance incentive if customer rates for that year and its estimate of the probable Ameren Missouris energy savings exceeded those goals. increase or decrease in the revenue requirement expected to Ameren Missouri has not recorded any revenues associated with ultimately be approved by the ICC based on that year's actual the MEEIA 2013 performance incentive. Ameren Missouri recoverable costs incurred. As of June 30, 2016, Ameren Illinois believes it will ultimately be found to have exceeded 100% of the had recorded regulatory assets of $12 million, $66 million, and customer energy efficiency goals. Therefore, regardless of the $58 million to reflect its expected 2016 and 2015 revenue outcome of the appeal discussed below, Ameren Missouri requirement reconciliation adjustments and the approved 2014 expects to recognize revenues relating to the MEEIA 2013 revenue requirement reconciliation adjustment, with interest, performance incentive of at least $19 million in 2016. respectively.

In November 2015, the MoPSC issued an order that clarified In April 2016, Ameren Illinois filed with the ICC its annual the method applied to determine an input used to calculate the electric distribution service formula rate update to establish the performance incentive. Ameren Missouri filed an appeal of the revenue requirement used for 2017 rates. Pending ICC approval, order with the Missouri Court of Appeals, Western District, which and if approved as filed, Ameren Illinois update filing would result is expected to issue a decision in 2016. If the Missouri Court of in a $14 million decrease in Ameren Illinois electric distribution Appeals overturns the MoPSCs November 2015 order, the service revenue requirement, beginning in January 2017. This MEEIA 2013 performance incentive will be more than the update reflects an increase to the annual formula rate based on performance incentive calculated using the MoPSCs November 2015 actual costs and expected net plant additions for 2016, an 2015 order. increase to include the 2015 revenue requirement reconciliation adjustment, and a decrease for the conclusion of the 2014 revenue requirement reconciliation adjustment, which will be fully collected from customers in 2016, consistent with the ICCs December 2015 annual update filing order. As of December 31, 2015, Ameren Illinois had recorded a regulatory asset of $103 million related to the approved 2014 revenue requirement reconciliation adjustment. In July 2016, the ICC staff submitted its calculation of the revenue requirement included in Ameren Illinois update filing. The ICC staff recommended a decrease in the electric distribution service revenue requirement in an amount consistent with Ameren Illinois filing. Other intervenors to this rate proceeding have recommended additional decreases to Ameren Illinois electric distribution service revenue requirement.

An ICC decision on the revenue requirement used for 2017 rates is expected by December 2016.

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Enclosure 7 to ULNRC06341 Federal On January 6, 2015, a FERC-approved incentive adder of up to 50 basis points on the allowed base return on common FERC Complaint Cases equity for our participation in an RTO became effective.

Beginning with its January 6, 2015 effective date, the incentive In November 2013, a customer group filed a complaint case adder will reduce any refund to customers relating to a reduction with the FERC seeking a reduction in the allowed base return on of the allowed base return on common equity from the complaint common equity for the FERC-regulated transmission rate base cases discussed above.

under the MISO tariff from 12.38% to 9.15%. In December 2015, an administrative law judge issued an initial decision in the As of June 30, 2016, Ameren and Ameren Illinois recorded November 2013 complaint case that would lower the allowed current regulatory liabilities of $58 million and $39 million, base return on common equity to 10.32% and would require respectively, to reflect the potential refunds associated with the customer refunds to be issued for the 15-month period ending reduced allowed base returns on common equity in the initial February 2015. The FERC is expected to issue a final order in decisions for the November 2013 and February 2015 complaint the November 2013 complaint case in the fourth quarter of 2016, cases. Amerens and Ameren Illinois liabilities also reflect the which will determine the allowed base return on common equity January 6, 2015 incentive adder discussed above. Ameren for the 15-month period ending February 2015. The final order in Missouri did not record a liability as of June 30, 2016, and it does the November 2013 complaint case will also establish a new not expect that a reduction in the FERC-allowed base return on allowed base return on equity that will replace the current allowed common equity for MISO transmission owners would be material base return on common equity of 12.38% for the period between to its results of operations, financial position, or liquidity.

the effective date of the November 2013 complaint case order and the effective date of the allowed base return on common Combined Construction and Operating License equity established by the February 2015 complaint case, as discussed below. In 2008, Ameren Missouri filed an application with the NRC for a COL for a second nuclear unit at Ameren Missouri's existing After the maximum FERC-allowed refund period for the Callaway County, Missouri, energy center site. In 2009, Ameren November 2013 complaint case ended in February 2015, another Missouri suspended its efforts to build a second nuclear unit at its customer complaint case was filed in February 2015. The existing Callaway site, and the NRC suspended review of the February 2015 complaint case seeks a reduction in the allowed COL application. Prior to suspending its efforts, Ameren Missouri base return on common equity for the FERC-regulated had capitalized $69 million related to the project. Primarily transmission rate base under the MISO tariff to 8.67%. In June because of changes in vendor support for licensing efforts at the 2016, an administrative law judge issued an initial decision in the NRC, Ameren Missouris assessment of long-term capacity February 2015 complaint case that would lower the allowed base needs, declining costs of alternative generation technologies, and return on common equity to 9.70% and would require customer the regulatory framework in Missouri, Ameren Missouri refunds to be issued for the 15-month period ending May 2016. discontinued its efforts to license and build a second nuclear unit The FERC is expected to issue a final order in the February 2015 at its existing Callaway site. As a result of this decision, in the complaint case in the second quarter of 2017, which will second quarter of 2015, Ameren and Ameren Missouri determine the allowed base return on common equity for the 15- recognized a $69 million noncash pretax provision for all of the month period ending May 2016. The final order in the February previously capitalized COL costs. Ameren Missouri has 2015 complaint case will also establish the allowed base return withdrawn its COL application with the NRC.

on common equity that will apply prospectively from the effective date of the February 2015 complaint case order, replacing the allowed base return on equity established by the November 2013 complaint case.

NOTE 3 - SHORT-TERM DEBT AND LIQUIDITY The liquidity needs of the Ameren Companies are typically supported through the use of available cash, drawings under committed credit agreements, commercial paper issuances, or, in the case of Ameren Missouri and Ameren Illinois, short-term intercompany borrowings.

The Missouri Credit Agreement and the Illinois Credit Agreement, both of which expire on December 11, 2019, were not utilized for direct borrowings during the six months ended June 30, 2016, but were used to support commercial paper issuances and to issue letters of credit.

Based on letters of credit issued under the Credit Agreements, as well as commercial paper outstanding, the aggregate amount of credit capacity available under the Credit Agreements to Ameren (parent), Ameren Missouri, and Ameren Illinois, collectively, at June 30, 2016, was

$1.3 billion.

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Enclosure 7 to ULNRC06341 Commercial Paper The following table presents commercial paper outstanding as of June 30, 2016, and December 31, 2015:

June 30, 2016 December 31, 2015 Ameren (parent) $ 524 $ 301 Ameren Missouri 77 Ameren Illinois 177 Ameren Consolidated $ 778 $ 301 The following table summarizes the borrowing activity and relevant interest rates under Amerens (parent), Ameren Missouris, and Ameren Illinois commercial paper programs for the six months ended June 30, 2016 and 2015:

Ameren Ameren Ameren Ameren (parent) Missouri Illinois Consolidated 2016 Average daily commercial paper outstanding $ 402 $ 117 $ 12 $ 531 Weighted-average interest rate 0.82% 0.74% 0.79% 0.80%

Peak commercial paper during period(a) $ 549 $ 208 $ 177 $ 839 Peak interest rate 0.95% 0.85% 0.85% 0.95%

2015 Average daily commercial paper outstanding $ 754 $ 84 $ 5 $ 843 Weighted-average interest rate 0.57% 0.50% 0.44% 0.56%

Peak commercial paper during period(a) $ 849 $ 294 $ 39 $ 1,108 Peak interest rate 0.70% 0.60% 0.60% 0.70%

(a) The timing of peak commercial paper issuances varies by company; therefore, the peak amounts presented by company might not equal the Ameren Consolidated peak commercial paper issuances for the period.

Indebtedness Provisions and Other Covenants separately to each borrower; provided, however, that a default of Ameren Missouri or Ameren Illinois under the applicable Credit The information below is a summary of the Ameren Agreement will also be deemed to constitute a default of Ameren Companies compliance with financial covenants in the Credit under such agreement. Defaults include a cross-default resulting Agreements. See Note 4 - Short-term Debt and Liquidity under from a default of such borrower under any other agreement Part II, Item 8, in the Form 10-K for a detailed description of these covering outstanding indebtedness of such borrower and certain provisions. The Credit Agreements also contain nonfinancial subsidiaries (other than project finance subsidiaries and covenants, including restrictions on the ability to incur liens, to nonmaterial subsidiaries) in excess of $75 million in the transact with affiliates, to dispose of assets, to make investments aggregate (including under the other Credit Agreement).

in or transfer assets to its affiliates, and to merge with other However, under the default provisions of the Credit Agreements, entities. any default of Ameren under any Credit Agreement that results solely from a default of Ameren Missouri or Ameren Illinois The Credit Agreements require Ameren, Ameren Missouri, thereunder does not result in a cross-default of Ameren under the and Ameren Illinois to each maintain consolidated indebtedness other Credit Agreement. Further, the Credit Agreement default of not more than 65% of its consolidated total capitalization provisions provide that an Ameren default under any of the Credit pursuant to a defined calculation set forth in the agreements. As Agreements does not constitute a default by Ameren Missouri or of June 30, 2016, the ratios of consolidated indebtedness to Ameren Illinois.

consolidated total capitalization, calculated in accordance with the provisions of the Credit Agreements, were 52%, 49%, and None of the Ameren Companies' credit agreements or 47% for Ameren, Ameren Missouri, and Ameren Illinois, financing arrangements contain credit rating triggers that would respectively. In addition, under the Credit Agreements, if Ameren cause a default or acceleration of repayment of outstanding does not have a senior long-term unsecured credit rating of at balances. The Ameren Companies were in compliance with the least Baa3 from Moodys or BBB- from S&P, Ameren is required covenants in their credit agreements at June 30, 2016.

to maintain a ratio of consolidated funds from operations plus interest expense to consolidated interest expense of at least 2.0 Money Pools to 1.0. As of June 30, 2016, Amerens senior long-term unsecured credit rating exceeded the minimum rating requirements; Ameren has money pool agreements with and among its therefore, the interest coverage requirement was not applicable. subsidiaries to coordinate and provide for certain short-term cash Failure of a borrower to satisfy a financial covenant constitutes an and working capital requirements.

immediate default under the applicable Credit Agreement.

Ameren Missouri, Ameren Illinois, and ATXI may participate The Credit Agreements contain default provisions that apply in the utility money pool as both lenders and borrowers. Ameren 18 Page 21 of 78

Enclosure 7 to ULNRC06341 (parent) and Ameren Services may participate in the utility money utility money pool must repay the principal amount of such loan, pool only as lenders. Surplus internal funds are contributed to the together with accrued interest. The rate of interest depends on utility money pool from participants. The primary sources of the composition of internal and external funds in the utility money external funds for the utility money pool are the Credit pool. The average interest rate for borrowing under the utility Agreements and the commercial paper programs. The total money pool for the three and six months ended June 30, 2016, amount available to the pool participants from the utility money was 0.60% and 0.54%, respectively (2015 - 0.08% for both pool at any given time is reduced by the amount of borrowings periods).

made by participants, but is increased to the extent that the pool participants advance surplus funds to the utility money pool or See Note 8 - Related Party Transactions for the amount of remit funds from other external sources. The availability of funds interest income and expense from the money pool arrangements is also determined by funding requirement limits established by recorded by the Ameren Companies for the six months ended regulatory authorizations. Participants receiving a loan under the June 30, 2016 and 2015.

NOTE 4 - LONG-TERM DEBT AND EQUITY FINANCINGS Ameren Missouri In February 2016, Ameren Missouri's $260 million 5.40% senior secured notes matured and were repaid with cash on hand and commercial paper borrowings.

In June 2016, Ameren Missouri issued $150 million of 3.65% senior secured notes due April 15, 2045, with interest payable semiannually on April 15 and October 15 of each year, beginning October 15, 2016. Ameren Missouri received proceeds of $148 million, which were used to repay short-term debt.

Ameren Illinois In June 2016, Ameren Illinois $54 million 6.20% senior secured notes and $75 million 6.25% senior secured notes matured and were repaid with commercial paper borrowings.

Indenture Provisions and Other Covenants Ameren Missouris and Ameren Illinois indentures, credit facilities, and articles of incorporation include covenants and provisions related to issuances of first mortgage bonds and preferred stock. Ameren Missouri and Ameren Illinois are required to meet certain ratios to issue additional first mortgage bonds and preferred stock. A failure to achieve these ratios would not result in a default under these covenants and provisions, but would restrict the companies ability to issue first mortgage bonds or preferred stock. The following table summarizes the required and actual interest coverage ratios for interest charges, dividend coverage ratios, and first mortgage bonds and preferred stock issuable as of June 30, 2016, at an assumed annual interest rate of 5% and dividend rate of 6%.

Required Interest Actual Interest Required Dividend Actual Dividend Preferred Stock Coverage Ratio(a) Coverage Ratio Bonds Issuable(b) Coverage Ratio(c) Coverage Ratio Issuable Ameren Missouri 4.7 $ 3,793 105.4 $ 2,346 Ameren Illinois 6.9 3,827 (d) 2.8 203 (e)

(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 first mortgage bonds issuable based either on required coverage ratios or unfunded property additions, whichever is more restrictive. The amounts shown also include first mortgage bonds issuable based on retired bond capacity of $1,206 million and $279 million at Ameren Missouri and Ameren Illinois, respectively.

(c) Coverage required on the annual dividend on preferred stock outstanding and to be issued, as required in the respective companys articles of incorporation.

(d) Amount of first mortgage bonds issuable by Ameren Illinois based on unfunded property additions and retired bonds solely under the former IP mortgage indenture. The amount of first mortgage bonds issuable by Ameren Illinois is also subject to the lien restrictions contained in the Illinois Credit Agreement.

(e) Preferred stock issuable is restricted by the amount of preferred stock that is currently authorized by Ameren Illinois articles of incorporation.

Ameren's indenture does not require Ameren to comply with under the indenture, unless such past due or accelerated debt is any quantitative financial covenants. The indenture does, discharged or the acceleration is rescinded or annulled within a however, include certain cross-default provisions. Specifically, specified period.

either (1) the failure by Ameren to pay when due and upon expiration of any applicable grace period any portion of any Ameren indebtedness in excess of $25 million, or (2) the acceleration upon default of the maturity of any Ameren indebtedness in excess of $25 million under any indebtedness agreement, including borrowings under the Credit Agreements or the Ameren commercial paper program, constitutes a default 19 Page 22 of 78

Enclosure 7 to ULNRC06341 payments on its common stock to be based on ratios of common Ameren Missouri and Ameren Illinois and certain other stock to total capitalization and other provisions related to certain Ameren subsidiaries are subject to Section 305(a) of the Federal operating expenses and accumulations of earned surplus.

Power Act, which makes it unlawful for any officer or director of a Ameren Illinois committed to the FERC to maintain a minimum of public utility, as defined in the Federal Power Act, to participate in 30% equity in its capital structure. As of June 30, 2016, Ameren the making or paying of any dividend from any funds properly Illinois had 51% equity in its capital structure.

included in capital account. The FERC has consistently interpreted the provision to allow dividends to be paid as long as In order for the Ameren Companies to issue securities in the (1) the source of the dividends is clearly disclosed, (2) the future, we have to comply with all applicable requirements in dividends are not excessive, and (3) there is no self-dealing on effect at the time of any such issuances.

the part of corporate officials. At a minimum, Ameren believes that dividends can be paid by its subsidiaries that are public Off-Balance-Sheet Arrangements utilities from retained earnings. In addition, under Illinois law, At June 30, 2016, none of the Ameren Companies had off-Ameren Illinois may not pay any dividend on its stock, unless, balance-sheet financing arrangements, other than operating among other things, its earnings and earned surplus are sufficient leases entered into in the ordinary course of business, letters of to declare and pay a dividend after provision is made for credit, and Ameren parent guarantee arrangements on behalf of reasonable and proper reserves, or unless Ameren Illinois has its subsidiaries. None of the Ameren Companies expect to specific authorization from the ICC.

engage in any significant off-balance-sheet financing arrangements in the near future.

Ameren Illinois articles of incorporation require dividend NOTE 5 - OTHER INCOME AND EXPENSES The following table presents the components of Other Income and Expenses in the Ameren Companies statements of income for the six months ended June 30, 2016 and 2015:

Three Months Six Months 2016 2015 2016 2015 Ameren:(a)

Miscellaneous income:

Allowance for equity funds used during construction $ 5 $ 6 $ 13 $ 11 Interest income on industrial development revenue bonds 6 6 13 13 Interest income 4 4 8 8 Other 1 2 3 Total miscellaneous income $ 16 $ 16 $ 36 $ 35 Miscellaneous expense:

Donations $ 2 $ 2 $ 7 $ 10 Other 4 4 6 7 Total miscellaneous expense $ 6 $ 6 $ 13 $ 17 Ameren Missouri:

Miscellaneous income:

Allowance for equity funds used during construction $ 3 $ 5 $ 10 $ 9 Interest income on industrial development revenue bonds 6 6 13 13 Interest income 1 1 Other 1 Total miscellaneous income $ 9 $ 12 $ 24 $ 23 Miscellaneous expense:

Donations $ 1 $ 1 $ 2 $ 3 Other 1 1 2 2 Total miscellaneous expense $ 2 $ 2 $ 4 $ 5 20 Page 23 of 78

Enclosure 7 to ULNRC06341 Three Months Six Months 2016 2015 2016 2015 Ameren Illinois:

Miscellaneous income:

Allowance for equity funds used during construction $ 2 $ 1 $ 3 $ 2 Interest income 3 3 7 7 Other 1 1 2 Total miscellaneous income $ 6 $ 4 $ 11 $ 11 Miscellaneous expense:

Donations $ 1 $ 1 $ 5 $ 4 Other 2 1 3 3 Total miscellaneous expense $ 3 $ 2 $ 8 $ 7 (a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

  • actual cash outlays for the purchase of these commodities NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS that differ from anticipated cash outlays.

We use derivatives to manage the risk of changes in market The derivatives that we use to hedge these risks are prices for natural gas, power, and uranium, as well as the risk of governed by our risk management policies for forward contracts, changes in rail transportation surcharges through fuel oil hedges.

futures, options, and swaps. Our net positions are continually Such price fluctuations may cause the following:

assessed within our structured hedging programs to determine

  • an unrealized appreciation or depreciation of our contracted whether new or offsetting transactions are required. The goal of commitments to purchase or sell when purchase or sale the hedging program is generally to mitigate financial risks while prices under the commitments are compared with current ensuring that sufficient volumes are available to meet our commodity prices; requirements. Contracts we enter into as part of our risk
  • market values of natural gas and uranium inventories that management program may be settled financially, settled by differ from the cost of those commodities in inventory; and physical delivery, or net settled with the counterparty.

The following table presents open gross commodity contract volumes by commodity type for derivative assets and liabilities as of June 30, 2016, and December 31, 2015. As of June 30, 2016, these contracts extended through October 2018, March 2021, May 2032, and January 2019 for fuel oils, natural gas, power, and uranium, respectively.

Quantity (in millions, except as indicated) 2016 2015 Ameren Ameren Ameren Ameren Commodity Missouri Illinois Ameren Missouri Illinois Ameren Fuel oils (in gallons)(a) 24 (b) 24 35 (b) 35 Natural gas (in mmbtu) 30 131 161 30 151 181 Power (in megawatthours) 1 10 11 1 10 11 Uranium (pounds in thousands) 395 (b) 395 494 (b) 494 (a) Consists of ultra-low-sulfur diesel products.

(b) Not applicable.

Authoritative accounting guidance regarding derivative regulatory deferral are recorded at fair value, with changes in fair instruments requires that all contracts considered to be derivative value recorded as regulatory assets or liabilities in the period in instruments be recorded on the balance sheet at their fair values, which the change occurs. We believe derivative losses and gains unless the NPNS exception applies. See Note 7 - Fair Value deferred as regulatory assets and liabilities are probable of Measurements for a discussion of our methods of assessing the recovery or refund through future rates charged to customers.

fair value of derivative instruments. Many of our physical Regulatory assets and liabilities are amortized to operating contracts, such as our purchased power contracts, qualify for the income as related losses and gains are reflected in rates charged NPNS exception to derivative accounting rules. The revenue or to customers. Therefore, gains and losses on these derivatives expense on NPNS contracts is recognized at the contract price have no effect on operating income. As of June 30, 2016, and upon physical delivery. December 31, 2015, all contracts received regulatory deferral.

If we determine that a contract meets the definition of a Authoritative accounting guidance permits companies to derivative and is not eligible for the NPNS exception, we review offset fair value amounts recognized for the right to reclaim cash the contract to determine whether the resulting gains or losses collateral (a receivable) or the obligation to return cash collateral qualify for regulatory deferral. Derivative contracts that qualify for (a liability) against fair value amounts recognized for derivative 21 Page 24 of 78

Enclosure 7 to ULNRC06341 instruments that are executed with the same counterparty under a master netting arrangement or similar agreement. The Ameren Companies did not elect to adopt this guidance for any eligible derivative instruments.

The following table presents the carrying value and balance sheet location of all derivative commodity contracts, none of which were designated as hedging instruments, as of June 30, 2016, and December 31, 2015:

Ameren Ameren Balance Sheet Location Missouri Illinois Ameren 2016 Natural gas Other current assets $ $ 2 $ 2 Other assets 1 3 4 Power Other current assets 15 15 Total assets (a) $ 16 $ 5 $ 21 Fuel oils Other current liabilities $ 12 $ $ 12 Other deferred credits and liabilities 2 2 Natural gas MTM derivative liabilities (b) 11 (b)

Other current liabilities 3 14 Other deferred credits and liabilities 6 6 12 Power MTM derivative liabilities (b) 12 (b)

Other current liabilities 1 13 Other deferred credits and liabilities 157 157 Uranium Other current liabilities 1 1 Other deferred credits and liabilities 3 3 Total liabilities (c) $ 28 $ 186 $ 214 2015 Natural gas Other current assets $ $ 1 $ 1 Other assets 1 1 Power Other current assets 16 16 Total assets (a) $ 17 $ 1 $ 18 Fuel oils Other current liabilities $ 22 $ $ 22 Other deferred credits and liabilities 7 7 Natural gas MTM derivative liabilities (b) 32 (b)

Other current liabilities 6 38 Other deferred credits and liabilities 8 18 26 Power MTM derivative liabilities (b) 13 (b)

Other current liabilities 13 Other deferred credits and liabilities 157 157 Uranium Other current liabilities 1 1 Total liabilities (c) $ 44 $ 220 $ 264 (a) Because all contracts qualifying for hedge accounting receive regulatory deferral, the cumulative amount of pretax net gains on all derivative instruments is deferred as a regulatory liability.

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

(c) Because all contracts qualifying for hedge accounting receive regulatory deferral, the cumulative amount of pretax net losses on all derivative instruments is deferred as a regulatory asset.

Derivative instruments are subject to various credit-related losses in the event of nonperformance by counterparties to the transaction.

Exchange-traded contracts are supported by the financial and credit quality of the clearing members of the respective exchanges and have nominal credit risk. In all other transactions, we are exposed to credit risk. Our credit risk management program involves establishing credit limits and collateral requirements for counterparties, using master netting arrangements or similar agreements, and reporting daily exposure to senior management.

We believe that entering into master netting arrangements or similar agreements mitigates the level of financial loss that could result from default by allowing net settlement of derivative assets and liabilities. These master netting arrangements allow the counterparties to net settle sale and purchase transactions. Further, collateral requirements are calculated at the master netting arrangement or similar agreement level by counterparty.

22 Page 25 of 78

Enclosure 7 to ULNRC06341 The following table provides the recognized gross derivative balances and the net amounts of those derivatives subject to an enforceable master netting arrangement or similar agreement as of June 30, 2016, and December 31, 2015:

Gross Amounts Not Offset in the Balance Sheet Gross Amounts Recognized in the Derivative Cash Collateral Net Commodity Contracts Eligible to be Offset Balance Sheet Instruments Received/Posted(a) Amount 2016 Assets:

Ameren Missouri $ 16 $ 2 $ $ 14 Ameren Illinois 5 4 1 Ameren $ 21 $ 6 $ $ 15 Liabilities:

Ameren Missouri $ 28 $ 2 $ 4 $ 22 Ameren Illinois 186 4 182 Ameren $ 214 $ 6 $ 4 $ 204 2015 Assets:

Ameren Missouri $ 17 $ 1 $ $ 16 Ameren Illinois 1 1 Ameren $ 18 $ 1 $ $ 17 Liabilities:

Ameren Missouri $ 44 $ 1 $ 8 $ 35 Ameren Illinois 220 3 217 Ameren $ 264 $ 1 $ 11 $ 252 (a) Cash collateral received reduces gross asset balances and is included in Other current liabilities and Other deferred credits and liabilities on the balance sheet. Cash collateral posted reduces gross liability balances and is included in Other current assets and Other assets on the balance sheet.

Concentrations of Credit Risk In determining our concentrations of credit risk related to derivative instruments, we review our individual counterparties and categorize each counterparty into groupings according to the primary business in which each engages. We calculate maximum exposures based on the gross fair value of financial instruments, including NPNS and other accrual contracts. These exposures are calculated on a gross basis, which include affiliate exposure not eliminated at the consolidated Ameren level. The potential loss on counterparty exposures may be reduced or eliminated by the application of master netting arrangements or similar agreements and collateral held. As of June 30, 2016, if counterparty groups were to fail completely to perform on contracts, the Ameren Companies maximum exposure would have been immaterial with or without consideration of the application of master netting arrangements or similar agreements and collateral held.

Derivative Instruments with Credit Risk-Related Contingent Features Our commodity contracts contain collateral provisions tied to the Ameren Companies credit ratings. If we were to experience an adverse change in our credit ratings, or if a counterparty with reasonable grounds for uncertainty regarding our ability to satisfy an obligation requested adequate assurance of performance, additional collateral postings might be required. The following table presents, as of June 30, 2016, the aggregate fair value of all derivative instruments with credit risk-related contingent features in a gross liability position, the cash collateral posted, and the aggregate amount of additional collateral that counterparties could require. The additional collateral required is the net liability position allowed under the master netting arrangements or similar agreements, assuming (1) the credit risk-related contingent features underlying these arrangements were triggered on June 30, 2016, and (2) those counterparties with rights to do so requested collateral.

Aggregate Fair Value of Cash Potential Aggregate Amount of Derivative Liabilities(a) Collateral Posted Additional Collateral Required(b) 2016 Ameren Missouri $ 74 $ 2 $ 66 Ameren Illinois 50 41 Ameren $ 124 $ 2 $ 107 (a) Before consideration of master netting arrangements or similar agreements and including NPNS and other accrual contract exposures.

(b) As collateral requirements with certain counterparties are based on master netting arrangements or similar agreements, the aggregate amount of additional collateral required to be posted is determined after consideration of the effects of such arrangements.

23 Page 26 of 78

Enclosure 7 to ULNRC06341 NOTE 7 - FAIR VALUE MEASUREMENTS Note 8 - Fair Value Measurements under Part II, Item 8, of the Form 10-K for information related to hierarchy levels. We perform Fair value is defined as the price that would be received for an analysis each quarter to determine the appropriate hierarchy an asset or paid to transfer a liability (an exit price) in the level of the assets and liabilities subject to fair value principal or most advantageous market for the asset or liability in measurements. Financial assets and liabilities are classified in an orderly transaction between market participants on the their entirety according to the lowest level of input that is measurement date. We use various methods to determine fair significant to the fair value measurement. All assets and liabilities value, including market, income, and cost approaches. With whose fair value measurement is based on significant these approaches, we adopt certain assumptions that market unobservable inputs are classified as Level 3.

participants would use in pricing the asset or liability, including assumptions about market risk or the risks inherent in the inputs to the valuation. Inputs to valuation can be readily observable, market-corroborated, or unobservable. We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Authoritative accounting guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value.

All financial assets and liabilities carried at fair value are classified and disclosed in one of three hierarchy levels. See 24 Page 27 of 78

Enclosure 7 to ULNRC06341 The following table describes the valuation techniques and unobservable inputs utilized by the Ameren Companies for the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy for the periods ended June 30, 2016, and December 31, 2015:

Fair Value Weighted Assets Liabilities Valuation Technique(s) Unobservable Input Range Average Level 3 Derivative asset and liability - commodity contracts(a):

2016 Natural gas $ $ (1) Discounted cash flow Nodal basis ($/mmbtu)(b) (0.80) - 0 (0.50)

Counterparty credit risk (%)(c)(d) 0.22 - 6 2 Ameren Illinois credit risk (%)(c)(d) 0.38 (e)

Power(f) 15 (170) Discounted cash flow Average forward peak and off-peak pricing - 27 - 43 30 forwards/swaps ($/MWh)(g)

Estimated auction price for FTRs ($/MW)(b) (309) - 1,509 96 Nodal basis ($/MWh)(g) (9) - (1) (2)

Counterparty credit risk (%)(c)(d) 0.56 (e)

Ameren Illinois credit risk (%)(c)(d) 0.38 (e)

Fundamental energy Estimated future gas prices ($/mmbtu)(b) 3-5 4 production model Escalation rate (%)(b)(h) 4 (e)

Contract price allocation Estimated renewable energy credit costs ($/credit)(b) 5-7 6 Uranium (4) Option model Volatilities (%)(b) 21 (e)

Discounted cash flow Average forward uranium pricing ($/pound)(b) 27 - 30 29 Ameren Missouri credit risk (%)(c)(d) 0.38 (e) 2015 Natural gas $ 1 $ (1) Option model Volatilities (%)(b) 35 - 55 45 Nodal basis ($/mmbtu)(c) (0.30) - 0 (0.20)

Discounted cash flow Nodal basis ($/mmbtu)(b) (0.10) - 0 (0.10)

Counterparty credit risk (%)(c)(d) 0.40 - 12 7 Ameren Missouri credit risk (%)(c)(d) 0.40 (e)

Power(f) 16 (170) Discounted cash flow Average forward peak and off-peak pricing - 22 - 39 29 forwards/swaps ($/MWh)(g)

Estimated auction price for FTRs ($/MW)(b) (270) - 2,057 211 Nodal basis ($/MWh)(g) (10) - (1) (3)

Counterparty credit risk (%)(c)(d) 0.86 (e)

Ameren Illinois credit risk (%)(c)(d) 0.40 (e)

Fundamental energy Estimated future gas prices ($/mmbtu)(b) 3-4 4 production model Escalation rate (%)(b)(h) 3 (e)

Contract price allocation Estimated renewable energy credit costs ($/credit)(b) 5-7 6 Uranium (1) Option model Volatilities (%)(b) 20 (e)

Discounted cash flow Average forward uranium pricing ($/pound)(b) 35 - 42 37 Ameren Missouri credit risk (%)(c)(d) 0.40 (e)

(a) The derivative asset and liability balances are presented net of counterparty credit considerations.

(b) Generally, significant increases (decreases) in this input in isolation would result in a significantly higher (lower) fair value measurement.

(c) Generally, significant increases (decreases) in this input in isolation would result in a significantly lower (higher) fair value measurement.

(d) Counterparty credit risk is applied only to counterparties with derivative asset balances. Ameren Missouri and Ameren Illinois credit risk is applied only to counterparties with derivative liability balances.

(e) Not applicable.

(f) Power valuations use visible third-party pricing evaluated by month for peak and off-peak demand through 2020. Valuations beyond 2020 use fundamentally modeled pricing by month for peak and off-peak demand.

(g) The balance at Ameren is comprised of Ameren Missouri and Ameren Illinois power contracts, which respond differently to unobservable input changes due to their opposing positions.

(h) Escalation rate applies to power prices in 2031 and beyond for June 30, 2016 and to power prices in 2026 and beyond for December 31, 2015.

In accordance with applicable authoritative accounting guidance, we consider nonperformance risk in our valuation of derivative instruments by analyzing the credit standing of our counterparties and considering any counterparty credit enhancements (e.g., collateral).

The guidance also requires that the fair value measurement of liabilities reflect the nonperformance risk of the reporting entity, as applicable.

Therefore, we have factored the impact of our credit standing, as well as any potential credit enhancements, into the fair value measurement of both derivative assets and derivative liabilities. Included in our valuation, and based on current market conditions, is a valuation adjustment 25 Page 28 of 78

Enclosure 7 to ULNRC06341 for counterparty default derived from market data such as the price of credit default swaps, bond yields, and credit ratings. No gains or losses related to valuation adjustments for counterparty default risk were recorded at Ameren, Ameren Missouri, or Ameren Illinois in the first six months of 2016 or 2015. At June 30, 2016, and December 31, 2015, the counterparty default risk valuation adjustment related to derivative contracts was immaterial for Ameren, Ameren Missouri, and Ameren Illinois.

26 Page 29 of 78

Enclosure 7 to ULNRC06341 The following table sets forth, by level within the fair value hierarchy, our assets and liabilities measured at fair value on a recurring basis as of June 30, 2016:

Quoted Prices in Active Markets for Significant Other Identical Assets Significant Other Unobservable or Liabilities Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets:

Ameren Derivative assets - commodity contracts(a):

Natural gas $ 1 $ 5 $ $ 6 Power 15 15 Total derivative assets - commodity contracts $ 1 $ 5 $ 15 $ 21 Nuclear decommissioning trust fund:

Cash and cash equivalents $ 1 $ $ $ 1 Equity securities:

U.S. large capitalization 378 378 Debt securities:

U.S. treasury and agency securities 129 129 Corporate bonds 56 56 Other 16 16 Total nuclear decommissioning trust fund $ 379 $ 201 $ $ 580 (b)

Total Ameren $ 380 $ 206 $ 15 $ 601 Ameren Derivative assets - commodity contracts(a):

Missouri Natural gas $ $ 1 $ $ 1 Power 15 15 Total derivative assets - commodity contracts $ $ 1 $ 15 $ 16 Nuclear decommissioning trust fund:

Cash and cash equivalents $ 1 $ $ $ 1 Equity securities:

U.S. large capitalization 378 378 Debt securities:

U.S. treasury and agency securities 129 129 Corporate bonds 56 56 Other 16 16 Total nuclear decommissioning trust fund $ 379 $ 201 $ $ 580 (b)

Total Ameren Missouri $ 379 $ 202 $ 15 $ 596 Ameren Derivative assets - commodity contracts(a):

Illinois Natural gas $ 1 $ 4 $ $ 5 Liabilities:

Ameren Derivative liabilities - commodity contracts(a):

Fuel oils $ 14 $ $ $ 14 Natural gas 25 1 26 Power 170 170 Uranium 4 4 Total Ameren $ 14 $ 25 $ 175 $ 214 Ameren Derivative liabilities - commodity contracts(a):

Missouri Fuel oils $ 14 $ $ $ 14 Natural gas 9 9 Power 1 1 Uranium 4 4 Total Ameren Missouri $ 14 $ 9 $ 5 $ 28 Ameren Derivative liabilities - commodity contracts(a):

Illinois Natural gas $ $ 16 $ 1 $ 17 Power 169 169 Total Ameren Illinois $ $ 16 $ 170 $ 186 (a) The derivative asset and liability balances are presented net of counterparty credit considerations.

(b) Balance excludes $2 million of receivables, payables, and accrued income, net.

27 Page 30 of 78

Enclosure 7 to ULNRC06341 The following table sets forth, by level within the fair value hierarchy, our assets and liabilities measured at fair value on a recurring basis as of December 31, 2015:

Quoted Prices in Active Markets for Significant Other Identical Assets Significant Other Unobservable or Liabilities Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets:

Ameren Derivative assets - commodity contracts(a):

Natural gas $ $ 1 $ 1 $ 2 Power 16 16 Total derivative assets - commodity contracts $ $ 1 $ 17 $ 18 Nuclear decommissioning trust fund:

Cash and cash equivalents $ 4 $ $ $ 4 Equity securities:

U.S. large capitalization 364 364 Debt securities:

U.S. treasury and agency securities 109 109 Corporate bonds 58 58 Other 22 22 (b)

Total nuclear decommissioning trust fund $ 368 $ 189 $ $ 557 Total Ameren $ 368 $ 190 $ 17 $ 575 Ameren Derivative assets - commodity contracts(a):

Missouri Natural gas $ $ $ 1 $ 1 Power 16 16 Total derivative assets - commodity contracts $ $ $ 17 $ 17 Nuclear decommissioning trust fund:

Cash and cash equivalents $ 4 $ $ $ 4 Equity securities:

U.S. large capitalization 364 364 Debt securities:

U.S. treasury and agency securities 109 109 Corporate bonds 58 58 Other 22 22 (b)

Total nuclear decommissioning trust fund $ 368 $ 189 $ $ 557 Total Ameren Missouri $ 368 $ 189 $ 17 $ 574 Ameren Derivative assets - commodity contracts(a):

Illinois Natural gas $ $ 1 $ $ 1 Liabilities:

Ameren Derivative liabilities - commodity contracts(a):

Fuel oils $ 29 $ $ $ 29 Natural gas 1 62 1 64 Power 170 170 Uranium 1 1 Total Ameren $ 30 $ 62 $ 172 $ 264 Ameren Derivative liabilities - commodity contracts(a):

Missouri Fuel oils $ 29 $ $ $ 29 Natural gas 13 1 14 Uranium 1 1 Total Ameren Missouri $ 29 $ 13 $ 2 $ 44 Ameren Derivative liabilities - commodity contracts(a):

Illinois Natural gas $ 1 $ 49 $ $ 50 Power 170 170 Total Ameren Illinois $ 1 $ 49 $ 170 $ 220 (a) The derivative asset and liability balances are presented net of counterparty credit considerations.

(b) Balance excludes $(1) million of receivables, payables, and accrued income, net.

28 Page 31 of 78

Enclosure 7 to ULNRC06341 The following table summarizes the changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy for the three months ended June 30, 2016:

Net derivative commodity contracts Ameren Ameren Missouri Illinois Ameren Natural gas:

Beginning balance at April 1, 2016 $ $ (1) $ (1)

Realized and unrealized gains (losses) included in regulatory assets/liabilities (1) (1)

Settlements 1 1 Ending balance at June 30, 2016 $ $ (1) $ (1)

Change in unrealized gains (losses) related to assets/liabilities held at June 30, 2016 $ $ (1) $ (1)

Power:

Beginning balance at April 1, 2016 $ 6 $ (187) $ (181)

Realized and unrealized gains (losses) included in regulatory assets/liabilities (1) 14 13 Purchases 13 13 Settlements (4) 4 Ending balance at June 30, 2016 $ 14 $ (169) $ (155)

Change in unrealized gains (losses) related to assets/liabilities held at June 30, 2016 $ $ 14 $ 14 Uranium:

Beginning balance at April 1, 2016 $ (4) $ (a) $ (4)

Ending balance at June 30, 2016 $ (4) $ (a) $ (4)

Change in unrealized gains (losses) related to assets/liabilities held at June 30, 2016 $ $ (a) $

(a) Not applicable.

The following table summarizes the changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy for the three months ended June 30, 2015:

Net derivative commodity contracts Ameren Ameren Missouri Illinois Ameren Fuel oils:

Beginning balance at April 1, 2015 $ (6) $ (a) $ (6)

Realized and unrealized gains (losses) included in regulatory assets/liabilities 1 (a) 1 Settlements 2 (a) 2 Transfers out of Level 3 2 (a) 2 Ending balance at June 30, 2015 $ (1) $ (a) $ (1)

Change in unrealized gains (losses) related to assets/liabilities held at June 30, 2015 $ 3 $ (a) $ 3 Natural gas:

Beginning balance at April 1, 2015 $ (1) $ 1 $

Purchases (1) (1)

Settlements 1 (1)

Ending balance at June 30, 2015 $ $ (1) $ (1)

Change in unrealized gains (losses) related to assets/liabilities held at June 30, 2015 $ $ $

Power:

Beginning balance at April 1, 2015 $ 4 $ (164) $ (160)

Realized and unrealized gains (losses) included in regulatory assets/liabilities (4) (4)

Purchases 29 29 Settlements (6) 3 (3)

Ending balance at June 30, 2015 $ 27 $ (165) $ (138)

Change in unrealized gains (losses) related to assets/liabilities held at June 30, 2015 $ 1 $ (5) $ (4)

Uranium:

Beginning balance at April 1, 2015 $ (1) $ (a) $ (1)

Realized and unrealized gains (losses) included in regulatory assets/liabilities (1) (a) (1)

Ending balance at June 30, 2015 $ (2) $ (a) $ (2)

Change in unrealized gains (losses) related to assets/liabilities held at June 30, 2015 $ (1) $ (a) $ (1)

(a) Not applicable.

29 Page 32 of 78

Enclosure 7 to ULNRC06341 The following table summarizes the changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy for the six months ended June 30, 2016:

Net derivative commodity contracts Ameren Ameren Missouri Illinois Ameren Natural gas:

Beginning balance at January 1, 2016 $ $ $

Realized and unrealized gains (losses) included in regulatory assets/liabilities (1) (1)

Ending balance at June 30, 2016 $ $ (1) $ (1)

Change in unrealized gains (losses) related to assets/liabilities held at June 30, 2016 $ $ (1) $ (1)

Power:

Beginning balance at January 1, 2016 $ 16 $ (170) $ (154)

Realized and unrealized gains (losses) included in regulatory assets/liabilities (4) (7) (11)

Purchases 13 13 Settlements (11) 8 (3)

Ending balance at June 30, 2016 $ 14 $ (169) $ (155)

Change in unrealized gains (losses) related to assets/liabilities held at June 30, 2016 $ $ (5) $ (5)

Uranium:

Beginning balance at January 1, 2016 $ (1) $ (a) $ (1)

Realized and unrealized gains (losses) included in regulatory assets/liabilities (3) (a) (3)

Ending balance at June 30, 2016 $ (4) $ (a) $ (4)

Change in unrealized gains (losses) related to assets/liabilities held at June 30, 2016 $ (3) $ (a) $ (3)

(a) Not applicable.

The following table summarizes the changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy for the six months ended June 30, 2015:

Net derivative commodity contracts Ameren Ameren Missouri Illinois Ameren Fuel oils:

Beginning balance at January 1, 2015 $ (6) $ (a) $ (6)

Settlements 3 (a) 3 Transfers out of Level 3 2 (a) 2 Ending balance at June 30, 2015 $ (1) $ (a) $ (1)

Change in unrealized gains (losses) related to assets/liabilities held at June 30, 2015 $ $ (a) $

Natural gas:

Beginning balance at January 1, 2015 $ (1) $ $ (1)

Settlements 1 (1)

Ending balance at June 30, 2015 $ $ (1) $ (1)

Change in unrealized gains (losses) related to assets/liabilities held at June 30, 2015 $ $ $

Power:

Beginning balance at January 1, 2015 $ 9 $ (142) $ (133)

Realized and unrealized gains (losses) included in regulatory assets/liabilities (2) (29) (31)

Purchases 29 29 Settlements (9) 6 (3)

Ending balance at June 30, 2015 $ 27 $ (165) $ (138)

Change in unrealized gains (losses) related to assets/liabilities held at June 30, 2015 $ $ (29) $ (29)

Uranium:

Beginning balance at January 1, 2015 $ (2) $ (a) $ (2)

Ending balance at June 30, 2015 $ (2) $ (a) $ (2)

Change in unrealized gains (losses) related to assets/liabilities held at June 30, 2015 $ $ (a) $

(a) Not applicable.

Transfers into or out of Level 3 represent either (1) existing assets and liabilities that were previously categorized as a higher level, but were recategorized to Level 3 because the inputs to the model became unobservable during the period, or (2) existing assets and liabilities that were previously classified as Level 3, but were recategorized to a higher level because the lowest significant input became observable during the period. Transfers between Level 1 and Level 3 for fuel oils were primarily caused by changes in availability of similar financial trades observable on electronic exchanges between the periods. Any reclassifications are reported as transfers out of Level 3 at the fair value measurement reported at the beginning of the period in which the changes occur. For the three and six months ended June 30, 2016, and 2015, there were no transfers between Level 1 and Level 2 or between Level 2 and Level 3 related to derivative commodity contracts.

30 Page 33 of 78

Enclosure 7 to ULNRC06341 The Ameren Companies carrying amounts of cash and cash equivalents approximate fair value because of the short-term nature of these instruments. They are considered to be Level 1 in the fair value hierarchy. The Ameren Companies' short-term borrowings also approximate fair value because of their short-term nature. Short-term borrowings are considered to be Level 2 in the fair value hierarchy as they are valued based on market rates for similar market transactions. The estimated fair value of long-term debt and preferred stock is based on the quoted market prices for same or similar issuances for companies with similar credit profiles or on the current rates offered to the Ameren Companies for similar financial instruments, which fair value measurement is considered to be Level 2 in the fair value hierarchy.

The following table presents the carrying amounts and estimated fair values of our long-term debt, capital lease obligations and preferred stock at June 30, 2016, and December 31, 2015:

June 30, 2016 December 31, 2015 Carrying Fair Carrying Fair Amount Value Amount Value Ameren:

Long-term debt and capital lease obligations (including current portion) $ 7,036 $ 7,973 $ 7,275 $ 7,814 Preferred stock(a) 142 127 142 125 Ameren Missouri:

Long-term debt and capital lease obligations (including current portion) $ 3,999 $ 4,539 $ 4,110 $ 4,449 Preferred stock 80 77 80 75 Ameren Illinois:

Long-term debt (including current portion) $ 2,343 $ 2,692 $ 2,471 $ 2,665 Preferred stock 62 50 62 50 (a) Preferred stock is recorded in Noncontrolling Interests on the consolidated balance sheet.

NOTE 8 - RELATED PARTY TRANSACTIONS arrangements discussed in Note 3 - Short-term Debt and Liquidity of this report.

Ameren (parent) and its subsidiaries have engaged in, and may in the future engage in, affiliate transactions in the normal Electric Power Supply Agreement course of business. These transactions primarily consist of power purchases and sales, services received or rendered, and In April 2016, Ameren Illinois conducted a procurement borrowings and lendings. event, administered by the IPA, to purchase energy products through May 31, 2019. Ameren Missouri was among the winning Transactions between affiliates are reported as suppliers in this event. As a result, Ameren Missouri and Ameren intercompany transactions on their respective financial Illinois entered into an energy product agreement by which statements but are eliminated in consolidation for Amerens Ameren Missouri agreed to sell, and Ameren Illinois agreed to financial statements. For a discussion of our material related purchase, 375,200 megawatthours at an average price of $34.71 party agreements, see Note 14 - Related Party Transactions per megawatthour during the period of June 1, 2017, through under Part II, Item 8, of the Form 10-K and the money pool September 30, 2018.

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Enclosure 7 to ULNRC06341 The following table presents the impact on Ameren Missouri and Ameren Illinois of related party transactions for the three and six months ended June 30, 2016 and 2015:

Three Months Six Months Income Statement Ameren Ameren Ameren Ameren Agreement Line Item Missouri Illinois Missouri Illinois Ameren Missouri power supply Operating Revenues 2016 $ 3 $ (a) $ 12 $ (a) agreements with Ameren Illinois 2015 4 (a) 5 (a)

Ameren Missouri and Ameren Illinois Operating Revenues 2016 7 1 13 2 rent and facility services 2015 7 1 13 2 Ameren Missouri and Ameren Illinois Operating Revenues 2016 (b) (b) (b) (b) miscellaneous support services 2015 1 (b) 1 (b)

Total Operating Revenues 2016 $ 10 $ 1 $ 25 $ 2 2015 12 1 19 2 Ameren Illinois power supply Purchased Power 2016 $ (a) $ 3 $ (a) $ 12 agreements with Ameren Missouri 2015 (a) 4 (a) 5 Ameren Illinois transmission Purchased Power 2016 (a) 1 (a) 1 services with ATXI 2015 (a) (b) (a) 1 Total Purchased Power 2016 $ (a) $ 4 $ (a) $ 13 2015 (a) 4 (a) 6 Ameren Services support services Other Operations and Maintenance 2016 $ 32 $ 30 $ 66 $ 61 agreement 2015 32 30 66 59 Money pool borrowings (advances) Interest Charges/ Miscellaneous Income 2016 $ (b) $ (b) $ (b) $ (b) 2015 (b) (b) (b) (b)

(a) Not applicable.

(b) Amount less than $1 million.

NOTE 9 - COMMITMENTS AND CONTINGENCIES We are involved in legal, tax and regulatory proceedings before various courts, regulatory commissions, authorities and governmental agencies with respect to matters that arise in the ordinary course of business, some of which involve substantial amounts of money. We believe that the final disposition of these proceedings, except as otherwise disclosed in the notes to our financial statements in this report and in our Form 10-K, will not have a material adverse effect on our results of operations, financial position, or liquidity.

Reference is made to Note 1 - Summary of Significant Accounting Policies, Note 2 - Rate and Regulatory Matters, Note 14 - Related Party Transactions, Note 15 - Commitments and Contingencies, and Note 16 - Divestiture Transactions and Discontinued Operations under Part II, Item 8, of the Form 10-K. See also Note 2 - Rate and Regulatory Matters, Note 8 - Related Party Transactions, and Note 10 -

Callaway Energy Center.

Callaway Energy Center The following table presents insurance coverage at Ameren Missouris Callaway energy center at June 30, 2016. The property coverage and the nuclear liability coverage must be renewed on April 1 and January 1, respectively, of each year. Both coverages were renewed in 2016.

Maximum Maximum Assessments Type and Source of Coverage Coverages for Single Incidents Public liability and nuclear worker liability:

American Nuclear Insurers $ 375 $

Pool participation 12,986 (a) 127 (b)

$ 13,361 (c) $ 127 Property damage:

NEIL $ 2,750 (d) $ 30 (e)

European Mutual Association for Nuclear Insurance 450 (f)

$ 3,200 $ 30 Replacement power:

NEIL $ 490 (g) $ 7 (e)

(a) Provided through mandatory participation in an industrywide retrospective premium assessment program.

(b) Retrospective premium under the Price-Anderson Act. This is subject to retrospective assessment with respect to a covered loss in excess of $375 million in the event of an incident at any licensed United States commercial reactor, payable at $19 million per year.

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Enclosure 7 to ULNRC06341 (c) Limit of liability for each incident under the Price-Anderson liability provisions of the Atomic Energy Act of 1954, as amended. A company could be assessed up to $127 million per incident for each licensed reactor it operates with a maximum of $19 million per incident to be paid in a calendar year for each reactor. This limit is subject to change to account for the effects of inflation and changes in the number of licensed reactors.

(d) NEIL provides $2.75 billion in property damage, decontamination, and premature decommissioning insurance for radiation events. NEIL provides $2.3 billion in property damage for nonradiation events.

(e) All NEIL insured plants could be subject to assessments should losses exceed the accumulated funds from NEIL.

(f) European Mutual Association for Nuclear Insurance provides $450 million in excess of the $2.75 billion and $2.3 billion property coverage for radiation and nonradiation events, respectively, provided by NEIL.

(g) Provides replacement power cost insurance in the event of a prolonged accidental outage. Weekly indemnity up to $4.5 million for 52 weeks, which commences after the first twelve weeks of an outage, plus up to $3.6 million per week for a minimum of 71 weeks thereafter for a total not exceeding the policy limit of $490 million.

Nonradiation events are sub-limited to $328 million.

The Price-Anderson Act is a federal law that limits the liability for claims from an incident involving any licensed United States commercial nuclear energy center. The limit is based on the number of licensed reactors. The limit of liability and the maximum potential annual payments are adjusted at least every five years for inflation to reflect changes in the Consumer Price Index. The most recent five-year inflationary adjustment became effective in September 2013. Owners of a nuclear reactor cover this exposure through a combination of private insurance and mandatory participation in a financial protection pool, as established by the Price-Anderson Act.

Losses resulting from terrorist attacks on nuclear facilities are covered under NEILs insurance policies, subject to an industrywide aggregate policy limit of $3.24 billion within a 12-month period, or $1.83 billion for events not involving radiation contamination.

If losses from a nuclear incident at the Callaway energy center exceed the limits of, or are not covered by insurance, or if coverage is unavailable, Ameren Missouri is at risk for any uninsured losses. If a serious nuclear incident were to occur, it could have a material adverse effect on Amerens and Ameren Missouris results of operations, financial position, or liquidity.

Other Obligations lengthy approval processes are required to obtain, modify or renew permits and licenses for new or existing facilities.

To supply a portion of the fuel requirements of Ameren Additionally, the use and handling of various chemicals or Missouris energy centers, Ameren Missouri has entered into hazardous materials at some of our facilities require release various long-term commitments for the procurement of coal, prevention plans and emergency response procedures.

natural gas, nuclear fuel, and methane gas. Additionally, Ameren Missouri and Ameren Illinois have entered into various long-term The EPA has promulgated several environmental regulations commitments for purchased power and natural gas for that will have a significant impact on the electric utility industry.

distribution. At June 30, 2016, total obligations related to Over time, compliance with these regulations could be costly for commitments for coal, natural gas, nuclear fuel, purchased Ameren Missouri, which operates coal-fired power plants.

power, methane gas, equipment, and meter reading services, Significant new rules include the regulation of CO2 emissions among other agreements, at Ameren, Ameren Missouri, and from existing power plants through the Clean Power Plan and Ameren Illinois were $4,465 million, $2,614 million, and $1,790 from new power plants through the revised NSPS; the CSAPR, million, respectively. For additional information regarding our which requires further reductions of SO2 emissions and NOx obligations and commitments at December 31, 2015, see Note 15 emissions from power plants; a regulation governing

- Commitments and Contingencies under Part II, Item 8 of the management and storage of CCR; the MATS, which require Form 10-K. reduction of emissions of mercury, toxic metals, and acid gases from power plants; revised NSPS for particulate matter, SO2, and In April 2016, Ameren Illinois conducted a procurement NOx emissions from new sources; new effluent standards event, administered by the IPA, to purchase energy products applicable to wastewater discharges from power plants; and new through May 31, 2019. In this event, Ameren Illinois contracted to regulations under the Clean Water Act that could require purchase approximately 3,609,800 megawatthours of energy significant capital expenditures, such as modifications to water products for $105 million from June 1, 2016, through May 31, intake structures at Ameren Missouris energy centers. The EPA 2019. See Note 8 - Related Party Transactions for additional also periodically reviews and revises national ambient air quality information regarding the energy product agreement between standards, including those standards associated with emissions Ameren Missouri and Ameren Illinois as a result of this from power plants, such as particulate matter, ozone, SO2 and procurement event. NOx. Certain of these new regulations are being or are likely to be challenged through litigation, so their ultimate implementation, as Environmental Matters well as the timing of any such implementation, is uncertain.

Although many details of future regulations are unknown, the We are subject to various environmental laws and individual or combined effects of new environmental regulations regulations enforced by federal, state, and local authorities. Such could result in significant capital expenditures and increased requirements can impact the siting, development and operation of operating costs for Ameren and Ameren Missouri. Compliance new and existing generation, transmission, distribution and with all of these environmental laws and regulations could be natural gas storage facilities. Such requirements can encompass prohibitively expensive, result in the closure or alteration of the emissions, discharges to water, water usage, impacts to air, land, operation of some of Ameren Missouris energy centers, or and water, and chemical and waste handling. Complex and require capital investment. Ameren and Ameren Missouri expect 33 Page 36 of 78

Enclosure 7 to ULNRC06341 that these costs would be recoverable through rates, subject to require each state to demonstrate progress in achieving its CO2 MoPSC prudence review, but the nature and timing of costs and reduction target. Ameren continues to evaluate the Clean Power their recovery could result in regulatory lag. Plan's potential impacts to its operations, including those related to electric system reliability, and to its level of investment in Ameren Missouri's current plan for compliance with existing customer energy efficiency programs, renewable energy, and environmental regulations for air emissions includes burning other forms of generation. Significant uncertainty exists regarding ultra-low-sulfur coal and installing new or optimizing existing the impact of the Clean Power Plan, as its implementation will pollution control equipment. Ameren and Ameren Missouri depend upon plans to be developed by the states. Numerous estimate that they will need to make capital expenditures of $600 legal challenges are pending, which could result in the rule being million to $700 million in the aggregate from 2016 through 2020 in declared invalid or the nature and timing of CO2 emissions order to comply with existing environmental regulations. reductions being revised. All implementation requirements are Additionally, Ameren Missouri may be required to install additional deferred until such time as these legal challenges are concluded.

air emissions controls within the next six to 10 years. This A decision by the District of Columbia Circuit Court of Appeals is estimate includes capital expenditures required for the CCR expected to be issued in the fourth quarter of 2016 or the first regulations, the Clean Water Act rule applicable to cooling water quarter of 2017, and subsequent appeals to the United States intake structures at existing power plants, and the Clean Water Supreme Court are likely. We cannot predict the outcome of such Act effluent limitation guidelines applicable to steam electric legal challenges or their impact on our results of operations, generating units, all of which are discussed below. These financial position, or liquidity. If the rule is ultimately upheld and estimates do not include the potential impacts of the Clean Power implemented in substantially similar form to the rule when issued, Plan discussed below. The actual amount of capital expenditures compliance measures could result in the closure or alteration of required to comply with existing environmental regulations may the operation of some of Ameren Missouris coal and natural-gas-vary substantially from the above estimate due to uncertainty as fired energy centers, which could result in increased operating to the precise compliance strategies that will be used and their costs and require Ameren Missouri to make new or accelerated ultimate cost, among other things. capital expenditures. Ameren Missouri expects substantially all of these increased costs to be recoverable, subject to MoPSC The following sections describe the more significant new prudence review, through higher rates to customers, which could environmental laws and rules and environmental enforcement be significant.

and remediation matters that affect or could affect our operations.

In 2015, the EPA also issued final regulations that set CO2 Clean Air Act emissions standards for new power plants. These new standards establish separate emissions limits for new natural-gas-fired Federal and state laws require significant reductions in SO2 combined cycle plants and new coal-fired plants.

and NOx through either emission source reductions or the use and retirement of emission allowances. The first phase of the Federal and state legislation or regulations that mandate CSAPR emission reduction requirements became effective in limits on the emission of CO2 may result in significant increases 2015 and the second phase of emission reduction requirements in capital expenditures and operating costs, which could lead to will become effective in 2017; additional emission reduction increased liquidity needs and higher financing costs. Mandatory requirements may apply in subsequent years. To achieve limits on the emission of CO2 could increase costs for Ameren compliance with the CSAPR, Ameren Missouri burns ultra-low- Missouris customers or have a material adverse effect on sulfur coal, operates two scrubbers at its Sioux energy center, Ameren's and Ameren Missouri's results of operations, financial and optimizes other existing pollution control equipment. Ameren position, and liquidity if regulators delay or deny recovery in rates Missouri does not expect to make additional capital investments of these compliance costs. The cost of Ameren Illinois purchased to comply with the current CSAPR requirements. However, power and gas purchased for resale could increase. However, Ameren Missouri expects to incur additional costs to lower its Ameren Illinois expects these costs would be recovered from emissions at one or more of its energy centers to comply with the customers with no material adverse effect on its results of CSAPR in future years. These higher costs are expected to be operations, financial position, or liquidity. Ameren's and Ameren recovered from customers through the FAC or higher base rates. Missouri's earnings might benefit from increased investment to comply with CO2 emission limitations to the extent that the CO2 Emissions Standards investments are reflected and recovered on a timely basis in The Clean Power Plan, which sets forth CO2 emissions rates charged to customers.

standards applicable to existing power plants, was issued by the NSR and Clean Air Litigation EPA in August 2015 but stayed by the United States Supreme Court in February 2016, pending the outcome of various appeals, In January 2011, the Department of Justice, on behalf of the as discussed below. EPA, filed a complaint against Ameren Missouri in the United States District Court for the Eastern District of Missouri. The If upheld, the Clean Power Plan would require Missouri and EPA's complaint, as amended in October 2013, alleges that in Illinois to reduce CO2 emissions from power plants within their performing projects at its Rush Island coal-fired energy center in states significantly below 2005 levels by 2030. The rule contains 2007 and 2010, Ameren Missouri violated provisions of the Clean interim compliance periods commencing in 2022 that would 34 Page 37 of 78

Enclosure 7 to ULNRC06341 Air Act and Missouri law. Ameren Missouri anticipates that a trial The new regulations do not apply to ash ponds at plants no of this case will begin in August 2016. Ameren Missouri believes longer in operation, such as Amerens Meredosia and Hutsonville its defenses are meritorious and is defending itself vigorously. energy centers.

However, there can be no assurances that it will be successful in its efforts. Remediation The ultimate resolution of this matter could have a material The Ameren Companies are involved in a number of adverse effect on the results of operations, financial position, and remediation actions to clean up sites impacted by the use or liquidity of Ameren and Ameren Missouri. A resolution of this disposal of materials containing hazardous substances. Federal matter could result in increased capital expenditures for the and state laws can require responsible parties to fund installation of pollution control equipment and increased remediation actions regardless of their degree of fault, the legality operations and maintenance expenses. We are unable to predict of original disposal, or the ownership of a disposal site. Ameren the ultimate resolution of these matters or the costs that might be Missouri and Ameren Illinois have each been identified by federal incurred. or state governments as a potentially responsible party at several contaminated sites.

Clean Water Act As of June 30, 2016, Ameren Illinois owned or was In 2014, the EPA issued its final rule applicable to cooling otherwise responsible for 44 former MGP sites in Illinois, which water intake structures at existing power plants. The rule requires are in various stages of investigation, evaluation, remediation, a case-by-case evaluation and plan for reducing aquatic and closure. Ameren Illinois estimates it could substantially organisms impinged on the facilitys intake screens or entrained conclude remediation efforts by 2025. The ICC allows Ameren through the plant's cooling water system. Additionally, in 2015, Illinois to recover remediation and litigation costs associated with the EPA issued its final rule to revise the effluent limitation its former MGP sites from its electric and natural gas utility guidelines applicable to steam electric generating units. Effluent customers through environmental adjustment rate riders. Costs limitation guidelines are national standards for water discharges are subject to annual review by the ICC. As of June 30, 2016, that are based on the effectiveness of available control Ameren Illinois estimated the obligation related to these former technology. The EPA's rule prohibits effluent discharges of certain MGP sites at $217 million to $306 million. Ameren and Ameren waste streams and imposes more stringent limitations on certain Illinois recorded a liability of $217 million to represent the components in water discharges from power plants. All of Ameren estimated minimum obligation for these sites, as no other amount Missouris coal-fired and nuclear energy centers are subject to within the range was a better estimate.

the cooling water intake structures rule and all of Ameren Missouris coal-fired energy centers are subject to the effluent The scope and extent to which these former MGP sites are limitations rule. Implementation of both rules will occur during the remediated may increase as remediation efforts continue.

renewal process of each energy centers water discharge Considerable uncertainty remains in these estimates because permits, which will occur between 2018 and 2023. The rules many site-specific factors can influence the ultimate actual costs, could have an adverse effect on Amerens and Ameren Missouris including unanticipated underground structures, the degree to results of operations, financial position, and liquidity if their which groundwater is encountered, regulatory changes, local implementation requires extensive modifications to the cooling ordinances, and site accessibility. The actual costs may vary water systems and water discharge systems at Ameren substantially from these estimates.

Missouris energy centers and if those investments are not recovered on a timely basis in electric rates charged to Ameren Ameren Illinois is also responsible for the cleanup of some Missouris customers. underground storage tanks and a water treatment plant in Illinois.

As of June 30, 2016, Ameren Illinois recorded a liability of $0.7 Ash Management million to represent its best estimate of its obligation for these sites.

In 2015, the EPA issued regulations regarding the management and disposal of CCR. These regulations will affect In 2008, the EPA issued an administrative order to three CCR disposal and handling costs at Ameren Missouri's energy companies, including Ameren Missouri, to conduct a site centers. The regulations allow for the management of CCR as a investigation at a former coal tar distillery in St. Louis, Missouri.

solid waste, as well as for its continued beneficial uses, such as While Ameren Missouri is the current owner of the site, it did not recycling, which could reduce the amount to be disposed. The conduct any of the manufacturing operations involving coal tar or regulations also establish criteria regarding the structural integrity, its byproducts. Site investigation activities and studies are location, and operation of CCR impoundments and landfills. They complete, and reports have been submitted to the EPA for review.

require groundwater monitoring, and closure of impoundments if Based upon the results of those studies, it is unlikely that further the groundwater standards are not achieved. Ameren Missouri's remediation will be required. Accordingly, as of June 30, 2016, capital expenditure plan includes the cost of constructing landfills Ameren Missouri did not record a liability for remediation at this as part of its environmental compliance plan. site.

Ameren Missouri also participated in the investigation of various sites known as Sauget Area 2 located in Sauget, Illinois.

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Enclosure 7 to ULNRC06341 In 2000, the EPA notified Ameren Missouri and numerous other and other utilities that own and operate those energy centers are companies, including Solutia, Inc., that former landfills and responsible for paying the disposal costs. The NWPA established lagoons at those sites may contain soil and groundwater the fee that these utilities pay the federal government for contamination. From about 1926 until 1976, Ameren Missouri disposing of the spent nuclear fuel at one mill, or one-tenth of one operated an energy center adjacent to Sauget Area 2. Ameren cent, for each kilowatthour generated and sold by those plants.

Missouri currently owns a parcel of property at Sauget Area 2 that The NWPA also requires the DOE to review the nuclear waste was once used by others as a landfill. fee annually against the cost of the nuclear waste disposal program and to propose to the United States Congress any fee In December 2013, the EPA issued its record of decision for adjustment necessary to offset the costs of the program. As Sauget Area 2 approving the investigation and the remediation required by the NWPA, Ameren Missouri and other utilities have actions recommended by the potentially responsible parties. entered into standard contracts with the DOE. Consistent with the Further negotiation among the potentially responsible parties will NWPA and its standard contract, Ameren Missouri had historically determine how to fund the implementation of the EPA-approved collected one mill from its electric customers for each cleanup remedies. As of June 30, 2016, Ameren Missouri kilowatthour of electricity that it generated and sold from its estimated its obligation related to Sauget Area 2 at $1 million to Callaway energy center. Because the federal government is not

$2.5 million. Ameren Missouri recorded a liability of $1 million to meeting its disposal obligation, the collection of this fee has been represent its estimated minimum obligation for this site, as no suspended since May 2014.

other amount within the range was a better estimate.

Although both the NWPA and the standard contract stated In December 2012, Ameren Missouri signed an that the DOE would begin to dispose of spent nuclear fuel by administrative order with the EPA and agreed to investigate soil 1998, the DOE is not meeting its disposal obligation. The DOE's and groundwater conditions at an Ameren Missouri-owned delay in carrying out its obligation to dispose of spent nuclear fuel substation in St. Charles, Missouri. As of June 30, 2016, Ameren from the Callaway energy center is not expected to adversely Missouri estimated and recorded a $0.6 million liability related to affect the continued operations of the energy center.

the site. Although monitoring will continue for some time, no significant remediation measures are anticipated. As a result of the DOE's failure to begin to dispose of spent nuclear fuel from commercial nuclear energy centers and fulfill its Our operations or those of our predecessor companies contractual obligations, Ameren Missouri and other nuclear involve the use of, disposal of, and in appropriate circumstances, energy center owners sued the DOE to recover costs, such as the cleanup of substances regulated under environmental laws. certain NRC fees and ad valorem taxes, incurred for ongoing We are unable to determine whether such practices will result in storage of their spent fuel. The lawsuit resulted in a settlement future environmental commitments or will affect our results of agreement that provides for annual recovery of additional spent operations, financial position, or liquidity. fuel storage and related costs. Ameren Missouri will continue to apply for reimbursement from the DOE for allowable costs Ameren Missouri Municipal Taxes associated with the ongoing storage of spent fuel.

The cities of Creve Coeur and Winchester, Missouri, on Electric utility rates charged to customers provide for the behalf of themselves and other municipalities in Ameren recovery of the Callaway energy center's decommissioning costs, Missouris service area, filed a class action lawsuit in November which include decontamination, dismantling, and site restoration 2011, against Ameren Missouri in the Circuit Court of St. Louis costs, over the expected life of the nuclear energy center.

County, Missouri. The lawsuit alleges that Ameren Missouri failed Amounts collected from customers are deposited into the to collect and pay gross receipts taxes or license fees on certain external nuclear decommissioning trust fund to provide for the revenues, including revenues from wholesale power and Callaway energy centers decommissioning. It is assumed that interchange sales. Ameren and Ameren Missouri recorded the Callaway energy center site will be decommissioned through immaterial liabilities on their respective balance sheets as of the immediate dismantlement method and removed from service.

June 30, 2016 and December 31, 2015, representing their Ameren and Ameren Missouri have recorded an ARO for the estimate of the probable taxes and fees due as a result of this Callaway energy center decommissioning costs at fair value, lawsuit. Ameren Missouri believes there is a remote possibility which represents the present value of estimated future cash that a liability relating to this lawsuit could be material to Ameren outflows. Annual decommissioning costs of $7 million are and Ameren Missouris results of operations, financial position, included in the costs used to establish electric rates for Ameren and liquidity. Ameren Missouri believes its defenses are Missouri's customers. Every three years, the MoPSC requires meritorious and is defending itself vigorously. However, there can Ameren Missouri to file an updated cost study and funding be no assurances that Ameren Missouri will be successful in its analysis for decommissioning its Callaway energy center. In April efforts. 2016, the MoPSC approved no change in electric service rates for decommissioning costs based on Ameren Missouris updated NOTE 10 - CALLAWAY ENERGY CENTER cost study and funding analysis filed in April 2015.

Under the NWPA, the DOE is responsible for disposing of The fair value of the trust fund for Ameren Missouri's spent nuclear fuel from the Callaway energy center and other Callaway energy center is reported as "Nuclear decommissioning commercial nuclear energy centers. Under the NWPA, Ameren 36 Page 39 of 78

Enclosure 7 to ULNRC06341 trust fund" in Ameren's and Ameren Missouri's balance sheets. assets is not earned, Ameren Missouri believes that it is probable This amount is legally restricted and may be used only to fund that any such earnings deficiency will be recovered in rates.

the costs of nuclear decommissioning. Changes in the fair value of the trust fund are recorded as an increase or decrease to the nuclear decommissioning trust fund, with an offsetting adjustment to the related regulatory liability. If the assumed return on trust NOTE 11 - RETIREMENT BENEFITS The following table presents the components of the net periodic benefit cost (benefit) incurred for Amerens pension and postretirement benefit plans for the three and six months ended June 30, 2016 and 2015:

Pension Benefits Postretirement Benefits Three Months Six Months Three Months Six Months 2016 2015 2016 2015 2016 2015 2016 2015 Service cost $ 20 $ 22 $ 40 $ 46 $ 5 $ 6 $ 10 $ 11 Interest cost 45 43 92 87 12 12 24 24 Expected return on plan assets (63) (62) (126) (124) (18) (17) (36) (34)

Amortization of:

Prior service benefit (1) (1) (2) (2)

Actuarial loss (gain) 7 19 16 37 (2) 2 (5) 3 Settlement loss 1 1 Net periodic benefit cost (benefit) $ 9 $ 23 $ 22 $ 47 $ (4) $ 2 $ (9) $ 2 Ameren Missouri and Ameren Illinois are responsible for their respective shares of Amerens pension and postretirement costs. The following table presents the pension costs and the postretirement benefit costs (benefit) incurred for the three and six months ended June 30, 2016 and 2015:

Pension Benefits Postretirement Benefits Three Months Six Months Three Months Six Months 2016 2015 2016 2015 2016 2015 2016 2015 Ameren Missouri(a) $ 5 $ 13 $ 13 $ 28 $ (1) $ 3 $ (2) $ 4 Ameren Illinois 6 10 11 19 (3) (1) (7) (2)

Other (2) (2)

Ameren(a)(b) $ 9 $ 23 $ 22 $ 47 $ (4) $ 2 $ (9) $ 2 (a) Does not include the impact of the regulatory tracking mechanism for the difference between the level of pension and postretirement benefit costs incurred by Ameren Missouri under GAAP and the level of such costs included in rates.

(b) Includes amounts for Ameren registrants and nonregistrant subsidiaries.

NOTE 12 - DISCONTINUED OPERATIONS See Note 16 - Divestiture Transactions and Discontinued Operations under Part II, Item 8, of the Form 10-K for additional information related to discontinued operations.

All matters related to the final tax basis of New AER and the related tax benefit resulting from the divested merchant generation business were resolved with the completion of the IRS audit for 2013. During the second quarter of 2015, based on the completion of the IRS audit, Ameren removed a reserve for unrecognized tax benefits recorded in 2013 and recognized a tax benefit from discontinued operations.

The following table presents the components of discontinued operations in Ameren's consolidated statement of income for the three and six months ended June 30, 2016 and 2015:

Three Months Six Months 2016 2015 2016 2015 Operating revenues $ $ $ $

Operating benefits (expenses) 3 Operating income before income tax 3 Income tax benefit 52 49 Income from discontinued operations, net of taxes $ $ 52 $ $ 52 37 Page 40 of 78

Enclosure 7 to ULNRC06341 The following table presents the carrying amounts of the components of assets and liabilities of Amerens discontinued operations, which consist primarily of AROs and related deferred income tax assets associated with the abandoned Meredosia and Hutsonville energy centers, at June 30, 2016, and December 31, 2015:

June 30, 2016 December 31, 2015 Assets of discontinued operations Accumulated deferred income taxes, net $ 14 $ 14 Total assets of discontinued operations $ 14 $ 14 Liabilities of discontinued operations Accounts payable and other current obligations $ 1 $ 1 Asset retirement obligations(a) 26 28 Total liabilities of discontinued operations $ 27 $ 29 (a) Ameren has demolished and completed its retirement obligations at the Hutsonville energy center. The remaining ARO liabilities relate to the abandoned Meredosia energy center.

NOTE 13 - SEGMENT INFORMATION Ameren has two reportable segments: Ameren Missouri and Ameren Illinois. Ameren Missouri and Ameren Illinois each have one reportable segment. The Ameren Missouri segment for both Ameren and Ameren Missouri includes all of the operations of Ameren Missouris business as described in Note 1 - Summary of Significant Accounting Policies. The Ameren Illinois segment for both Ameren and Ameren Illinois includes all of the operations of Ameren Illinois business as described in Note 1 - Summary of Significant Accounting Policies. The category called Other primarily includes Ameren parent company activities, Ameren Services, and ATXI.

The following table presents information about the reported revenues and net income attributable to Ameren common shareholders from continuing operations for the three and six months ended June 30, 2016 and 2015, and total assets of continuing operations as of June 30, 2016, and December 31, 2015:

Ameren Ameren Intersegment Three Months Missouri Illinois Other Eliminations Ameren 2016 External revenues $ 857 $ 541 $ 29 $ $ 1,427 Intersegment revenues 10 1 1 (12)

Net income attributable to Ameren common shareholders from continuing operations 92 45 10 147 2015 External revenues $ 872 $ 512 $ 17 $ $ 1,401 Intersegment revenues 12 1 (13)

Net income attributable to Ameren common shareholders from continuing operations 61 31 6 98 Six Months 2016 External revenues $ 1,583 $ 1,217 $ 61 $ $ 2,861 Intersegment revenues 25 2 1 (28)

Net income attributable to Ameren common stockholders from continuing operations 106 104 42 252 2015 External revenues $ 1,665 $ 1,256 $ 36 $ $ 2,957 Intersegment revenues 19 2 1 (22)

Net income (loss) attributable to Ameren common stockholders from continuing operations 102 84 20 206 As of June 30, 2016:

Total assets $ 13,649 $ 8,999 $ 1,276 $ (145) $ 23,779 (a)

As of December 31, 2015:

Total assets $ 13,851 $ 8,903 $ 1,139 $ (267) $ 23,626 (a)

(a) Excludes total assets from discontinued operations of $14 million as of June 30, 2016, and December 31, 2015.

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Enclosure 7 to ULNRC06341 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with majority-owned subsidiaries. All intercompany transactions have the financial statements contained in this Form 10-Q as well as been eliminated. Ameren Missouri and Ameren Illinois have no Managements Discussion and Analysis of Financial Condition subsidiaries, and therefore their financial statements are not and Results of Operations and Risk Factors contained in the prepared on a consolidated basis. All tabular dollar amounts are Form 10-K. We intend for this discussion to provide the reader in millions, unless otherwise indicated.

with information that will assist in understanding our financial statements, the changes in certain key items in those financial In addition to presenting results of operations and earnings statements, and the primary factors that accounted for those amounts in total, we present certain information in cents per changes, as well as how certain accounting principles affect our share. These amounts reflect factors that directly affect Amerens financial statements. The discussion also provides information earnings. We believe this per share information helps readers to about the financial results of our business segments to provide a understand the impact of these factors on Amerens earnings per better understanding of how those segments and their results share.

affect the financial condition and results of operations of Ameren as a whole. Also see the Glossary of Terms and Abbreviations at OVERVIEW the front of this report and in the Form 10-K.

Net income attributable to Ameren common shareholders Ameren, headquartered in St. Louis, Missouri, is a public from continuing operations was $147 million in the second utility holding company under PUHCA 2005. Amerens primary quarter of 2016, compared with $98 million in the year-ago assets are its equity interests in its subsidiaries, including Ameren period. Net income attributable to Ameren common shareholders Missouri and Ameren Illinois. Amerens subsidiaries are separate, from continuing operations was $252 million in the first six independent legal entities with separate businesses, assets, and months of 2016, compared with $206 million in the year-ago liabilities. Dividends on Amerens common stock and the payment period. Net income was favorably affected in the second quarter of expenses by Ameren depend on distributions made to it by its and the first six months of 2016, compared with the year-ago subsidiaries. Amerens principal subsidiaries are listed below. periods, by the absence of a provision recognized in the second quarter of 2015 as a result of Ameren Missouris discontinued

  • Union Electric Company, doing business as Ameren efforts to license and build a second nuclear unit at its existing Missouri, operates a rate-regulated electric generation, Callaway energy center site. Net income was also favorably transmission and distribution business and a rate-regulated affected by increased Ameren Illinois and ATXI electric natural gas transmission and distribution business in transmission service and Ameren Illinois electric distribution Missouri. service earnings, reflecting Amerens strategy to allocate
  • Ameren Illinois Company, doing business as Ameren Illinois, incremental capital to those businesses; increased rates for operates rate-regulated electric and natural gas transmission Ameren Illinois natural gas distribution service pursuant to a and distribution businesses in Illinois. December 2015 order; and decreased operations and maintenance expenses. In the first six months of 2016, net Additionally, Ameren has a subsidiary, ATXI, that operates a income was also favorably affected by an income tax benefit FERC rate-regulated electric transmission business. ATXI is recorded in the first quarter of 2016 at Ameren (parent) pursuant developing MISO-approved electric transmission projects, to the adoption of new accounting guidance related to share-including the Illinois Rivers, Spoon River, and Mark Twain based compensation and increased Ameren Illinois natural gas projects. Ameren is also pursuing projects to improve electric distribution rates due to seasonal rate redesign. Additionally, in transmission system reliability within Ameren Missouris and the second quarter of 2016, earnings were favorably affected by Ameren Illinois service territories as well as competitive electric increased demand due to warmer early summer temperatures.

transmission investment opportunities outside of these territories, Net income was unfavorably affected in the second quarter and including investments outside of MISO. Ameren also has various the first six months of 2016, compared with the year-ago periods, other subsidiaries that conduct activities such as the provision of by the cost of the Callaway energy centers scheduled refueling shared services. and maintenance outage, decreased electric demand at Ameren Missouri resulting from a reduction in Noranda sales volumes, Unless otherwise stated, the following sections of decreased Ameren Missouri earnings resulting from the absence Managements Discussion and Analysis of Financial Condition in 2016 of MEEIA 2013 net shared benefits, and decreased and Results of Operations exclude discontinued operations for all electric margins resulting from the exclusion of transmission periods presented. See Note 12 - Discontinued Operations under revenues and substantially all transmission charges from Ameren Part I, Item 1, of this report and Note 16 - Divestiture Missouris FAC. Additionally, earnings were unfavorably affected Transactions and Discontinued Operations under Part II, Item 8, in the first six months of 2016 by decreased demand primarily of the Form 10-K for additional information regarding the due to milder winter temperatures and the absence in 2016 of a divestiture transactions and discontinued operations January 2015 ICC order regarding Ameren Illinois cumulative presentation. power usage cost and its purchased power rider mechanism.

Amerens financial statements are prepared on a consolidated basis, and therefore include the accounts of its 39 Page 42 of 78

Enclosure 7 to ULNRC06341 Ameren remains focused on executing its strategy of distribution service revenue requirement in an amount consistent investing in and operating its utilities in a manner consistent with with Ameren Illinois filing. Other intervenors to this rate existing regulatory frameworks, enhancing those frameworks and proceeding have recommended additional decreases to Ameren advocating for responsible energy policies, as well as creating Illinois electric distribution service revenue requirement. An ICC and capitalizing on opportunities for investment for the benefit of decision on the revenue requirement used for 2017 rates is its customers and shareholders. Ameren continues to allocate expected by December 2016.

significant amounts of capital to those businesses that are supported by regulatory frameworks that provide predictable and In July 2016, Ameren Missouri filed a request with the timely cost recovery. Ameren invested approximately $650 million MoPSC seeking approval to increase its annual revenues for of its $1 billion in capital expenditures during the first six months electric service by $206 million. The request includes recovery of, of 2016 in FERC-regulated electric transmission projects and and a return on, new infrastructure investments, recovery of fixed Ameren Illinois electric and natural gas distribution service costs related to the loss of sales to Noranda, and increased infrastructure. Consistent with its strategic plan, one of Amerens transmission expenses. Ameren Missouri also requested goals is to earn at or close to the allowed return on common continued use of its FAC and the regulatory tracking mechanisms equity in each of its jurisdictions. Ameren remains focused on for pension and postretirement benefits and uncertain income tax improving operating performance, disciplined cost management, positions that the MoPSC previously authorized in earlier electric and strategic capital allocation. rate orders. Additionally, Ameren Missouri requested the implementation of a new regulatory tracking mechanism for Ameren invested approximately $330 million during the first transmission charges and revenues. A decision by the MoPSC is six months of 2016 in FERC-regulated transmission projects, expected by late April 2017, with new rates effective in late May including Ameren Illinois continued significant transmission 2017. Ameren Missouri continues to pursue a modernized investments to improve reliability. Construction continues on regulatory framework that supports investment to upgrade aging ATXIs $1.4 billion Illinois Rivers transmission project, and ATXI electric infrastructure and reduces regulatory lag.

anticipates line construction to begin on the Spoon River project in late 2016. ATXI is in the process of obtaining assents from the RESULTS OF OPERATIONS five counties where the Mark Twain project will be constructed.

The completion of the Illinois Rivers, Spoon River, and Mark Our results of operations and financial position are affected Twain projects are expected to provide customers with improved by many factors. Weather, economic conditions, energy efficiency reliability and access to additional renewable energy sources, investments by our customers and us, and the actions of key including wind power from the western and northern parts of the customers can significantly affect the demand for our services.

MISO region. Our results are also affected by seasonal fluctuations in winter heating and summer cooling demands. Ameren and Ameren With respect to the FERC-regulated electric transmission Missouri are also affected by nuclear refueling and other energy businesses, Ameren and Ameren Illinois transmission earnings center maintenance outages. Additionally, fluctuations in interest continued to be reduced by the recognition of a liability for a rates and conditions in the capital and credit markets affect our potential refund to customers based on the pending FERC cost of borrowing and our pension and postretirement benefits complaint cases regarding the allowed base return on common costs. Almost all of Amerens revenues are subject to state or equity. The FERC is expected to issue a final order in the federal regulation. This regulation has a material impact on the February 2015 complaint case in the second quarter of 2017, prices we charge for our services. Our results of operations, which will determine the allowed base return on common equity financial position, and liquidity are affected by our ability to align for the 15-month period ending May 2016. The final order in the our overall spending, both operating and capital, with regulatory February 2015 complaint case will also establish the allowed frameworks established by our regulators.

base return on common equity that will apply prospectively from the effective date of the February 2015 complaint case order, Ameren Missouri principally uses coal, nuclear fuel, and replacing the allowed base return on equity established by the natural gas for fuel in its electric operations and purchases final order in the November 2013 complaint case, which is natural gas for its customers. Ameren Illinois purchases power expected to be issued in the fourth quarter of 2016. and natural gas for its customers. The prices for these commodities can fluctuate significantly because of the global Ameren Illinois has invested approximately $320 million in economic and political environment, weather, supply and electric and natural gas distribution infrastructure projects in the demand, and many other factors. We have natural gas cost first six months of 2016, including those that are part of its recovery mechanisms for our Illinois and Missouri natural gas modernization action plan. It remains on track to meet its distribution service businesses, a purchased power cost recovery remaining investment, reliability, and smart meter goals under the mechanism for Ameren Illinois' electric distribution service IEIMA. In April 2016, Ameren Illinois filed with the ICC its annual business, and a FAC for Ameren Missouri's electric utility electric distribution service formula rate update, which included a business.

$14 million decrease to its revenue requirement beginning in January 2017. In July 2016, the ICC staff submitted its calculation Ameren Illinois' electric distribution service utility business, of the revenue requirement included in Ameren Illinois update pursuant to the IEIMA, conducts an annual reconciliation of the filing. The ICC staff recommended a decrease in the electric revenue requirement necessary to reflect the actual costs 40 Page 43 of 78

Enclosure 7 to ULNRC06341 incurred in a given year with the revenue requirement included in business operate under formula ratemaking, designed to provide customer rates for that year, with recoveries from, or refunds to, for the recovery of actual costs of service that are prudently customers made in a subsequent year. Included in Ameren incurred as well as a return on equity. While rate-regulated, Illinois' revenue requirement reconciliation is a formula for the Ameren Illinois natural gas business and Ameren Missouri do not return on equity, which is equal to the average of the monthly operate under formula ratemaking. Ameren (parent) is not rate-yields of 30-year United States Treasury bonds plus 580 basis regulated.

points. Therefore, Ameren Illinois' annual return on equity is directly correlated to yields on United States Treasury bonds. We employ various risk management strategies to reduce Ameren Illinois and ATXI use a company-specific, forward-looking our exposure to commodity risk and other risks inherent in our rate formula framework in setting their transmission rates. These business. The reliability of Ameren Missouri's energy centers and forward-looking rates are updated each January with forecasted our transmission and distribution systems and the level of information. A reconciliation during the year, which adjusts for the purchased power costs, operations and maintenance costs, and actual revenue requirement and actual sales volumes, is used to capital investment are key factors that we seek to manage in adjust billing rates in a subsequent year. order to optimize our results of operations, financial position, and liquidity.

Ameren Illinois and ATXIs electric transmission service businesses and Ameren Illinois electric distribution service Earnings Summary The following table presents a summary of Ameren's earnings for the three and six months ended June 30, 2016 and 2015:

Three Months Six Months 2016 2015 2016 2015 Net income attributable to Ameren common shareholders $ 147 $ 150 $ 252 $ 258 Earnings per common share - basic and diluted 0.61 0.61 1.04 1.06 Net income attributable to Ameren common shareholders - continuing operations $ 147 $ 98 $ 252 $ 206 Earnings per common share - basic and diluted - continuing operations 0.61 0.40 1.04 0.85 Net income attributable to Ameren common shareholders Earnings per share from continuing operations were from continuing operations increased $49 million, or 21 cents per favorably affected in the second quarter and the first six months diluted share, in the second quarter of 2016 compared with the of 2016, compared with the year-ago periods (except where a same period in 2015. The increase between periods was due to a specific period is referenced), by:

$31 million increase in net income from the Ameren Missouri segment, a $14 million increase in net income from the Ameren

  • the absence of a provision recognized in the second quarter Illinois segment, and a $4 million increase in net income from of 2015 as a result of Ameren Missouris discontinued efforts Ameren (parent) and nonregistrant subsidiaries, which included to license and build a second nuclear unit at its existing an increase in ATXIs net income of $7 million. Callaway energy center site (18 cents per share for both periods);

Net income attributable to Ameren common shareholders

  • increased Ameren Illinois and ATXI electric transmission from continuing operations increased $46 million, or 19 cents per service and Ameren Illinois electric distribution service diluted share, in the first six months of 2016 compared to the earnings under formula ratemaking due to additional rate same period in 2015. The increase between periods was due to a base investment (7 cents per share and 12 cents per share,

$22 million increase in net income from Ameren (parent) and respectively). However, increased earnings due to additional nonregistrant subsidiaries, which included an increase in ATXIs rate base investment were reduced by the recognition of a net income of $12 million, a $20 million increase in net income liability for a potential refund to customers based on the from the Ameren Illinois segment, and a $4 million increase in net pending FERC complaint cases regarding the allowed base income from the Ameren Missouri segment. return on common equity as well as a lower return on equity related to Ameren Illinois electric distribution service Net income attributable to Ameren common shareholders investments due to a reduction in the 30-year United States from discontinued operations was less than $1 million in the Treasury bond yields (1 cent per share and 2 cents per second quarter and the first six months of 2016, compared with share, respectively);

net income of $52 million, or 21 cents per diluted share, in both

  • a decrease in the effective tax rate primarily due to an year-ago periods. During the second quarter of 2015, based on income tax benefit recorded at Ameren (parent) pursuant to the completion of the IRS audit of Amerens 2013 tax year, the adoption of new accounting guidance related to share-Ameren removed the reserve for unrecognized tax benefits of based compensation (8 cents per share for the six months

$53 million recorded in 2013 related to the divestiture of New ended June 30, 2016);

AER and recognized a tax benefit from discontinued operations.

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Enclosure 7 to ULNRC06341

  • increased demand due to warmer early summer
  • decreased Ameren Missouri earnings resulting from the temperatures in 2016 (estimated at 7 cents per share for the absence in 2016 of MEEIA net shared benefits, due to the second quarter of 2016); expiration of MEEIA 2013 (4 cents per share and 7 cents per
  • higher natural gas distribution rates at Ameren Illinois share, respectively);

pursuant to a December 2015 order (2 cents per share and

  • decreased demand primarily due to milder winter 6 cents per share, respectively); temperatures, partially offset by warmer early summer
  • decreased other operations and maintenance expenses not temperatures (discussed above) (estimated at 2 cents per subject to riders, regulatory tracking mechanisms, or formula share for the six months ended June 30, 2016);

ratemaking, primarily at Ameren Missouri (4 cents per share

  • decreased Ameren Illinois earnings resulting from the and 3 cents per share, respectively). This was due, in part, absence in 2016 of a January 2015 ICC order regarding to a reduction in energy center maintenance costs, Ameren Illinois cumulative power usage cost and its excluding the cost of the Callaway energy center's purchased power rider mechanism (4 cents per share for the scheduled refueling and maintenance outage (discussed six months ended June 30, 2016); and below); and
  • decreased electric margins resulting from the exclusion of
  • increased Ameren Illinois natural gas distribution rates due transmission revenues and substantially all transmission to seasonal rate redesign, which is not expected to charges from Ameren Missouris FAC beginning May 30, materially affect earnings comparisons on an annual basis 2015 (2 cents per share and 3 cents per share, (2 cents per share for the six months ended June 30, 2016). respectively).

Earnings per share from continuing operations were The cents per share information presented in the unfavorably affected in the second quarter and the first six explanations above is based on the average diluted shares months of 2016, compared with the year-ago periods (except outstanding in the second quarter and first six months of 2015.

where a specific period is referenced), by: For additional details regarding the Ameren Companies results of operations, including explanations of Margins, Other Operations

  • the cost of the Callaway energy center's scheduled refueling and Maintenance Expenses, Provision for Callaway Construction and maintenance outage in the second quarter of 2016. and Operating License, Depreciation and Amortization, Taxes There was no Callaway refueling and maintenance outage Other Than Income Taxes, Other Income and Expenses, Interest in 2015 (7 cents per share and 8 cents per share, Charges, and Income Taxes, see the major headings below.

respectively);

  • a decrease in electric demand at Ameren Missouri resulting from a reduction in Noranda sales volumes (5 cents per share and 8 cents per share, respectively);

Below is a table of income statement components by segment for the three and six months ended June 30, 2016 and 2015:

Other /

Ameren Ameren Intersegment Missouri Illinois Eliminations Ameren Three Months 2016:

Electric margins $ 628 $ 321 $ 24 $ 973 Natural gas margins 17 96 (1) 112 Other operations and maintenance (238) (200) 3 (435)

Depreciation and amortization (127) (80) (3) (210)

Taxes other than income taxes (83) (30) (2) (115)

Other income 7 3 10 Interest charges (53) (35) (7) (95)

Income taxes (58) (29) (5) (92)

Income from continuing operations 93 46 9 148 Income from discontinued operations, net of tax Net income 93 46 9 148 Noncontrolling interests - preferred dividends (1) (1) 1 (1)

Net income attributable to Ameren common shareholders $ 92 $ 45 $ 10 $ 147 Three Months 2015:

Electric margins $ 635 $ 299 $ 10 $ 944 Natural gas margins 17 88 105 Other revenues 1 (1)

Other operations and maintenance (229) (202) 4 (427)

Provision for Callaway construction and operating license (69) (69)

Depreciation and amortization (124) (73) (3) (200)

Taxes other than income taxes (85) (29) (2) (116) 42 Page 45 of 78

Enclosure 7 to ULNRC06341 Other /

Ameren Ameren Intersegment Missouri Illinois Eliminations Ameren Other income (expense) 10 2 (2) 10 Interest charges (55) (33) (1) (89)

Income taxes (39) (20) (59)

Income from continuing operations 62 32 5 99 Income from discontinued operations, net of tax 52 52 Net income 62 32 57 151 Noncontrolling interests - preferred dividends (1) (1) 1 (1)

Net income attributable to Ameren common shareholders $ 61 $ 31 $ 58 $ 150 Six Months 2016:

Electric margins $ 1,077 $ 609 $ 48 $ 1,734 Natural gas margins 43 250 (1) 292 Other operations and maintenance (450) (394) 9 (835)

Depreciation and amortization (254) (157) (6) (417)

Taxes other than income taxes (156) (68) (5) (229)

Other income 20 3 23 Interest charges (105) (70) (15) (190)

Income (taxes) benefit (67) (67) 11 (123)

Income from continuing operations 108 106 41 255 Income from discontinued operations, net of tax Net income 108 106 41 255 Noncontrolling interests - preferred dividends (2) (2) 1 (3)

Net income attributable to Ameren common stockholders $ 106 $ 104 $ 42 $ 252 Six Months 2015:

Electric margins $ 1,132 $ 587 $ 23 $ 1,742 Natural gas margins 44 238 282 Other revenues 1 (1)

Other operations and maintenance (440) (404) 16 (828)

Provision for Callaway construction and operating license (69) (69)

Depreciation and amortization (242) (146) (5) (393)

Taxes other than income taxes (165) (72) (4) (241)

Other income (expense) 18 4 (4) 18 Interest charges (110) (66) (1) (177)

Income taxes (65) (55) (5) (125)

Income from continuing operations 104 86 19 209 Income from discontinued operations, net of tax 52 52 Net income 104 86 71 261 Noncontrolling interests - preferred dividends (2) (2) 1 (3)

Net income attributable to Ameren common stockholders $ 102 $ 84 $ 72 $ 258 Margins The following table presents the favorable (unfavorable) variations by segment for electric and natural gas margins in the three and six months ended June 30, 2016, compared with the year-ago periods. Electric margins are defined as electric revenues less fuel and purchased power costs. Natural gas margins are defined as gas revenues less gas purchased for resale. We consider electric and natural gas margins useful measures to analyze the change in profitability of our electric and natural gas operations between periods. We have included the analysis below as a complement to the financial information we provide in accordance with GAAP. However, these margins may not be a presentation defined under GAAP and may not be comparable to other companies' presentations or more useful than the GAAP information we provide elsewhere in this report.

43 Page 46 of 78

Enclosure 7 to ULNRC06341 Ameren Ameren Three Months Missouri Illinois Other(a) Ameren Electric revenue change:

Effect of weather (estimate)(b) $ 26 $ 5 $ $ 31 Base rates (estimate) 19 3 22 Sales volume (excluding Noranda and the estimated effect of weather) 2 (1) 1 Noranda revenues (35) (35)

Off-system sales and transmission services revenues 21 21 MEEIA 2013 net shared benefits (15) (15)

Transmission services revenues 17 12 29 Other 4 1 2 7 Cost recovery mechanisms - offset in fuel and purchased power:(c)

Power supply costs 2 2 Recovery of FAC under-recovery (28) (28)

Other cost recovery mechanisms:(d)

Bad debt, energy efficiency programs, and environmental remediation cost riders (2) (2)

MEEIA 2013 and 2016 program costs (9) (9)

Total electric revenue change $ (15) $ 25 $ 14 $ 24 Fuel and purchased power change:

Energy costs $ (19) $ $ $ (19)

Noranda energy costs 17 17 Effect of weather (estimate)(b) (4) (1) (5)

Effect of higher net energy costs included in base rates (10) (10)

FAC exclusion of transmission services charges(e) (6) (6)

Other 2 2 Cost recovery mechanisms - offsets in electric revenue:(c)

Power supply costs (2) (2)

Recovery of FAC under-recovery 28 28 Total fuel and purchased power change $ 8 $ (3) $ $ 5 Net change in electric margins $ (7) $ 22 $ 14 $ 29 Natural gas revenue change:

Effect of weather (estimate)(b) $ 1 $ 3 $ $ 4 Base rates (estimate) 11 11 Seasonal rate redesign (3) (3)

Other 1 (1) (1) (1)

Cost recovery mechanism - offset in gas purchased for resale:(c)

Purchased gas costs (2) (6) (8)

Other cost recovery mechanisms:(d)

Bad debt, energy efficiency programs, and environmental remediation cost riders (1) (1)

Gross receipts tax (1) 1 Total natural gas revenue change $ (1) $ 4 $ (1) $ 2 Gas purchased for resale change:

Effect of weather (estimate)(b) $ (1) $ (2) $ $ (3)

Cost recovery mechanism - offset in natural gas revenue:(c)

Purchased gas costs 2 6 8 Total gas purchased for resale change $ 1 $ 4 $ $ 5 Net change in natural gas margins $ $ 8 $ (1) $ 7 44 Page 47 of 78

Enclosure 7 to ULNRC06341 Ameren Ameren Six Months Missouri Illinois Other(a) Ameren Electric revenue change:

Effect of weather (estimate)(b) $ (8) $ (5) $ $ (13)

Base rates (estimate) 48 22 70 Sales volume (excluding Noranda and the estimated effect of weather) 3 (7) (4)

Noranda revenues (59) (59)

Off-system sales and transmission services revenues 35 35 MEEIA 2013 net shared benefits (26) (26)

Transmission services revenues 24 24 48 Purchased power rider order in 2015 (15) (15)

Other 10 4 (5) 9 Cost recovery mechanisms - offset in fuel and purchased power:(c)

Power supply costs 10 10 Recovery of FAC under-recovery (49) (49)

Other cost recovery mechanisms:(d)

Bad debt, energy efficiency programs, and environmental remediation cost riders (6) (6)

Gross receipts tax (4) (4)

MEEIA 2013 and 2016 program costs (13) (13)

Total electric revenue change $ (63) $ 27 $ 19 $ (17)

Fuel and purchased power change:

Energy costs $ (29) $ $ $ (29)

Noranda energy costs 28 28 Effect of weather (estimate)(b) 5 4 9 Effect of higher net energy costs included in base rates (34) (34)

FAC exclusion of transmission services charges(e) (11) (11)

Other 1 6 7 Cost recovery mechanisms - offsets in electric revenue:(c)

Power supply costs (10) (10)

Recovery of FAC under-recovery 49 49 Total fuel and purchased power change $ 8 $ (5) $ 6 $ 9 Net change in electric margins $ (55) $ 22 $ 25 $ (8)

Natural gas revenue change:

Effect of weather (estimate)(b) $ (8) $ (26) $ $ (34)

Base rates (estimate) 25 25 Seasonal rate redesign 6 6 Other 1 (1) (1) (1)

Cost recovery mechanism - offset in gas purchased for resale:(c)

Purchased gas costs (4) (55) (59)

Other cost recovery mechanisms:(d)

Bad debt, energy efficiency programs, and environmental remediation cost riders (13) (13)

Gross receipts tax (1) (2) (3)

Total natural gas revenue change $ (12) $ (66) $ (1) $ (79)

Gas purchased for resale change:

Effect of weather (estimate)(b) $ 7 $ 23 $ $ 30 Cost recovery mechanism - offset in natural gas revenue:(c)

Purchased gas costs 4 55 59 Total gas purchased for resale change $ 11 $ 78 $ $ 89 Net change in natural gas margins $ (1) $ 12 $ (1) $ 10 (a) Primarily includes amounts for ATXI and intercompany eliminations.

(b) Represents the estimated variation resulting primarily from changes in cooling and heating degree-days on electric and natural gas demand compared with the prior-year period; this variation is based on temperature readings from the National Oceanic and Atmospheric Administration weather stations at local airports in our service territories.

(c) Electric and natural gas revenue changes are offset by corresponding changes in Fuel, Purchased power, and Gas purchased for resale, resulting in no change to electric and natural gas margins.

(d) See Other Operations and Maintenance Expenses or Taxes Other Than Income Taxes in this section for the related offsetting increase or decrease to expense. These items have no overall impact on earnings.

(e) Amounts are subsequent to May 30, 2015, due to the exclusion of transmission revenues and substantially all transmission charges from the FAC as a result of the April 2015 MoPSC electric rate order.

45 Page 48 of 78

Enclosure 7 to ULNRC06341 Ameren Corporation Ameren Missouri to retain a portion of the revenues from any off-system sales it makes as a result of reduced tariff Ameren's electric margins increased $29 million, or 3%, for sales to Noranda. See Note 2 - Rate and Regulatory the three months ended June 30, 2016, compared with the year- Matters under Part I, Item 1, of this report for information ago period. However, electric margins decreased $8 million, or regarding Noranda.

less than 1%, for the six months ended June 30, 2016, compared

  • The absence in 2016 of net shared benefits due to the with the year-ago period. Ameren's natural gas margins expiration of MEEIA 2013, which decreased margins by $15 increased $7 million, or 7%, and $10 million, or 4%, for the three million and $26 million, respectively. Net shared benefits and six months ended June 30, 2016, respectively, compared compensated Ameren Missouri for lower sales volumes from with the year-ago periods. Amerens results were primarily driven energy-efficiency related volume reductions in current and by Ameren Missouris, Ameren Illinois, and ATXIs results of future periods.

operations, as discussed below. ATXIs transmission services

  • The exclusion of transmission revenues and substantially all revenues increased $12 million and $24 million for the three and transmission charges from the FAC beginning May 30, 2015, six months ended June 30, 2016, respectively, compared with the which decreased margins by $6 million and $11 million, year-ago periods, because of higher rate base investment and respectively. Increased transmission charges are primarily recoverable costs under forward-looking formula ratemaking due to additional MISO-approved electric transmission reduced by the recognition of a potential refund to customers investments made by other entities.

based on the pending FERC complaint cases regarding the

  • Temperatures in the first six months of 2016 were warmer as allowed base return on common equity. See Note 2 - Rate and heating degree-days decreased 18% while cooling degree-Regulatory Matters under Part I, Item 1, of this report for days increased 13%, compared with the year-ago period.

information regarding the FERC complaint cases. The net effect of weather decreased margins by an estimated $3 million for the six months ended June 30, Ameren Missouri 2016, compared with the year-ago period. The change in margins due to weather is the sum of the effect of weather Ameren Missouri has a FAC cost recovery mechanism that (estimate) on electric revenues (-$8 million) and the effect of allows it to recover or refund, through customer rates, 95% of weather (estimate) on fuel and purchased power (+$5 changes in net energy costs greater or less than the amount set million) in the above table. See below for the favorable in base rates without a traditional rate proceeding, subject to impact of weather on the second quarter of 2016.

MoPSC prudence reviews, with the remaining 5% of changes absorbed by Ameren Missouri. The following items had a favorable effect on Ameren Missouri's electric margins for the three and six months ended Net energy costs, as defined in the FAC, include fuel and June 30, 2016, compared with the year-ago periods (except purchased power costs, including transportation, net of off-where a specific period is referenced):

system sales. As of May 30, 2015, transmission revenues and substantially all transmission charges are excluded from net

  • Early summer temperatures for the second quarter of 2016 energy costs as a result of the April 2015 MoPSC electric rate were warmer as cooling degree-days increased 11%,

order, which unfavorably affected margins, as discussed below. compared with the year-ago period. The effect of weather Ameren Missouri accrues as a regulatory asset net energy costs increased margins by an estimated $22 million for the that exceed the amount set in base rates (FAC under-recovery). second quarter of 2016 compared with the year-ago period.

Net recovery of these costs through customer rates does not The change in margins due to weather is the sum of the affect Ameren Missouris electric margins, as any change in effect of weather (estimate) on electric revenues (+$26 revenue is offset by a corresponding change in fuel expense to million) and the effect of weather (estimate) on fuel and reduce the previously recognized FAC regulatory asset. purchased power (-$4 million) in the above table.

  • Higher electric base rates, effective May 30, 2015, as a Ameren Missouri's electric margins decreased $7 million, or result of the April 2015 MoPSC electric rate order, which 1%, and $55 million, or 5%, for the three and six months ended increased margins by an estimated $9 million and $14 June 30, 2016, respectively, compared with the year-ago periods.

million, respectively. The change in electric base rates is the The following items had an unfavorable effect on Ameren sum of the change in base rates (estimate) (+$19 million Missouri's electric margins for the three and six months ended and +$48 million, respectively) and the effect of higher net June 30, 2016, compared with the year-ago periods (except energy costs included in base rates (-$10 million and -$34 where a specific period is referenced):

million, respectively) in the above table.

  • Norandas operations were idled in the first quarter of 2016,
  • Lower net energy costs as a result of the 5% of changes which decreased margins by $18 million and $31 million, absorbed by Ameren Missouri, primarily due to higher MISO respectively. The change in margins due to lower Noranda capacity revenues, which increased margins by $2 million sales is the sum of Noranda revenues (-$35 million and -$59 and $6 million, respectively. The change in net energy costs million, respectively) and Noranda energy costs (+$17 is the sum of the change in off-system sales and million and +$28 million, respectively) in the above table. transmission services revenues (+$21 million and +$35 Noranda energy costs include the impact of a provision in million, respectively) and the change in energy costs (-$19 the FAC tariff that, under certain circumstances, allows million and -$29 million, respectively) in the above table.

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Enclosure 7 to ULNRC06341

  • Excluding the estimated effect of weather and reduced sales
  • Transmission services revenues increased by $17 million to Noranda, total retail sales volumes increased by less than and $24 million, respectively, primarily due to increased rate 1% for both periods, which increased revenues by $2 million base investment and higher recoverable costs under and $3 million, respectively, due to growth partially offset by forward-looking formula ratemaking.

the carryover effect of MEEIA 2013 on sales volumes. The

  • Electric distribution service revenues increased by an six months ended June 30, 2016, benefited from an estimated $3 million and $22 million, respectively, primarily additional day as a result of the leap year. due to increased rate base investment and higher recoverable costs under formula ratemaking pursuant to the Ameren Missouri has a cost recovery mechanism for natural IEIMA, partially offset by a lower return on equity due to a gas purchased on behalf of its customers. These pass-through reduction in the 30-year United States Treasury bond yields.

purchased gas costs do not affect Ameren Missouris natural gas

  • Early summer temperatures for the second quarter of 2016 margins as they are offset by a corresponding amount in were warmer as cooling degree-days increased 3%,

revenues. compared with the year-ago period. The effect of weather increased margins by an estimated $4 million for the second Ameren Missouris natural gas margins were comparable quarter of 2016, compared with the year-ago period. The between periods. change in margins due to weather is the sum of the effect of weather (estimate) on electric revenues (+$5 million) and Ameren Illinois the effect of weather (estimate) on fuel and purchased Ameren Illinois has a cost recovery mechanism for power power (-$1 million) in the above table. See below for the purchased, and transmission services incurred, on behalf of its unfavorable impact of weather in the first six months of electric customers. These pass-through costs do not affect 2016.

Ameren Illinois electric margins, as they are offset by a The following items had an unfavorable effect on Ameren corresponding amount in revenues.

Illinois electric margins for the three and six months ended June The provisions of the IEIMAs and the FERCs electric 30, 2016, compared with the year-ago periods (except where a transmission formula rate frameworks provide for annual specific period is referenced):

reconciliations of the electric distribution and electric transmission

  • The absence in 2016 of a January 2015 ICC order regarding service revenue requirements necessary to reflect the actual Ameren Illinois cumulative power usage cost and its costs incurred in a given year with the revenue requirements in purchased power rider mechanism, which increased customer rates for that year, including an allowed return on margins by $15 million in the first six months of 2015.

equity. See Operations and Maintenance Expenses in this

  • Excluding the estimated effect of weather, total retail sales section for additional information regarding the components of volumes decreased 2% for the six months ended June 30, the revenue requirements. In each of those electric jurisdictions, 2016, which decreased margins by an estimated $7 million.

if the current year's revenue requirement is greater than the Lower retail sales volumes were due to industrial sales revenue requirement reflected in that years customer rates, an volumes that decreased by 3% but have less of a margin increase to electric operating revenues with an offset to a impact than residential and commercial sales volumes, regulatory asset is recorded to reflect the expected recovery of which decreased a combined 1%.

those additional costs from customers within the next two years.

  • Temperatures in the first six months of 2016 were warmer as In each jurisdiction, if the current year's revenue requirement is heating degree-days decreased 15% while cooling degree-less than the revenue requirement reflected in that years days increased 4%, compared with the year-ago period.

customer rates, a reduction to electric operating revenues with an The net effect of weather decreased margins by an offset to a regulatory liability is recorded to reflect the expected estimated $1 million for the six months ended June 30, refund to customers within the next two years. The increases or 2016, compared with the year-ago period. The change in reductions to electric operating revenues are shown in base rates margins due to weather is the sum of the effect of weather (estimate) and transmission services revenues, in the above (estimate) on electric revenues (-$5 million) and the effect of table, for the electric distribution and electric transmission service weather (estimate) on fuel and purchased power (+$4 revenues, respectively. See Note 2 - Rate and Regulatory million) in the above table.

Matters under Part I, Item 1, of this report for information regarding Ameren Illinois' revenue requirement reconciliation Ameren Illinois has a cost recovery mechanism for natural pursuant to the IEIMA. gas purchased on behalf of its customers. These pass-through purchased gas costs do not affect Ameren Illinois natural gas Ameren Illinois' electric margins increased $22 million in margins as they are offset by a corresponding amount in both periods, or 7% and 4%, for the three and six months ended revenues.

June 30, 2016, respectively, compared with the year-ago periods.

The following items had a favorable effect on Ameren Illinois Ameren Illinois' natural gas margins increased $8 million, or electric margins for the three and six month periods ended June 9%, and $12 million, or 5%, for the three and six months ended 30, 2016, compared with the year-ago periods (except where a June 30, 2016, respectively, compared with the year-ago periods.

specific period is referenced): The following items had a favorable effect on Ameren Illinois 47 Page 50 of 78

Enclosure 7 to ULNRC06341 natural gas margins for the three and six month periods ended

  • Amortization of previously deferred solar rebate costs June 30, 2016, compared with the year-ago periods (except increased by $3 million and $10 million, respectively, as a where a specific period is referenced): result of the April 2015 MoPSC electric rate order. Electric base rates billed to customers increased electric revenues
  • Higher natural gas base rates in 2016, which increased by a corresponding amount, with no overall effect on net margins by an estimated $11 million and $25 million, income.

respectively.

  • Litigation costs increased by $2 million in both periods.
  • The implementation of redesigned seasonal rates in 2016, which increased margins by $6 million for the six months The following items decreased other operations and ended June 30, 2016, compared with the year-ago period. maintenance expenses for the three and six months ended June These redesigned rates have an effect on quarterly earnings 30, 2016, compared with the year-ago periods (except where a comparisons but are not expected to materially affect annual specific period is referenced):

earnings.

  • MEEIA customer energy efficiency program costs The following items had an unfavorable effect on Ameren decreased by $9 million and $13 million, respectively, Illinois natural gas margins for the three and six month periods primarily due to the expiration of MEEIA 2013 partially offset ended June 30, 2016, compared with the year-ago periods by costs incurred for MEEIA 2016. Electric revenues (except where a specific period is referenced): decreased by a corresponding amount, with no overall effect on net income.
  • The absence of colder-than-normal winter temperatures and
  • Energy center maintenance costs, excluding refueling and the application of the VBA in the first six months of 2016, maintenance outage costs at the Callaway energy center, which decreased margins by $3 million compared with the decreased by $8 million and $12 million, respectively, year-ago period. The VBA, which was approved by the ICC primarily due to fewer major outages.

in December 2015, eliminated the impact of weather on

  • Employee benefit costs decreased by $4 million and $7 natural gas margins for residential and small nonresidential million, respectively, primarily due to a change in pension customers in the first six months of 2016. The change in and postretirement expenses allowed in rates, as a result of margins due to weather is the sum of the effect of weather the April 2015 MoPSC electric rate order. Electric base (estimate) on natural gas revenues (-$26 million) and the rates billed to customers decreased electric revenues by a effect of weather (estimate) on gas purchased for resale corresponding amount, with no overall effect on net income.

(+$23 million) in the above table.

  • The implementation of redesigned seasonal rates in 2016, Ameren Illinois which decreased margins by $3 million for the second quarter of 2016, compared with the year-ago period. Pursuant to the provisions of the IEIMAs and the FERCs formula rate frameworks, recoverable electric service costs that Other Operations and Maintenance Expenses are not recovered through separate cost recovery mechanisms are included in Ameren Illinois revenue requirement Ameren Corporation reconciliations, which result in corresponding adjustments to electric revenues, with no overall effect on net income. These Other operations and maintenance expenses increased $8 recoverable electric service costs include other operations and million and $7 million in the second quarter and the first six maintenance expenses, depreciation and amortization, taxes months of 2016, respectively, as compared with the year-ago other than income taxes, interest charges, and income taxes.

periods, primarily because of increased expenses at Ameren Missouri, partially offset by a reduction in expenses at Ameren Other operations and maintenance expenses were $2 Illinois. million and $10 million lower in the second quarter and the first six months of 2016, respectively, as compared with the year-ago Ameren Missouri periods. The following items decreased other operations and maintenance expenses for the three and six months ended June Other operations and maintenance expenses were $9 30, 2016, compared with the year-ago periods (except where a million and $10 million higher in the second quarter and the first specific period is referenced):

six months of 2016, respectively, as compared with the year-ago periods. The following items increased other operations and

  • Bad debt, customer energy efficiency, and environmental maintenance expenses for the three and six months ended June remediation costs decreased by $3 million and $19 million, 30, 2016, compared with the year-ago periods (except where a respectively. These expenses are included in cost riders that specific period is referenced): result in lower electric and natural gas revenues, with no overall effect on net income.
  • Refueling and maintenance outage costs at the Callaway
  • Employee benefit costs decreased by $2 million and $7 energy center increased by $27 million and $31 million, million, respectively, primarily due to lower pension and respectively, due to costs for the 2016 scheduled refueling postretirement expenses caused by changes in actuarial and maintenance outage that ended in May. There was no assumptions and the performance of plan assets.

scheduled outage in 2015.

48 Page 51 of 78

Enclosure 7 to ULNRC06341

  • Electric distribution and transmission maintenance Taxes Other Than Income Taxes expenditures decreased by $2 million in the second quarter of 2016, primarily related to the timing of system repair and Ameren Corporation circuit maintenance work.

Taxes other than income taxes were comparable in the The following items increased other operations and second quarter of 2016 with the year-ago period. Taxes other maintenance expenses for the three and six months ended June than income taxes decreased $12 million in the first six months of 30, 2016, compared with the year-ago periods (except where a 2016, as compared with the year-ago period, primarily because specific period is referenced): of decreased expenses at Ameren Missouri and Ameren Illinois, as discussed below. See Excise Taxes in Note 1 - Summary of

  • Labor costs increased by $1 million and $4 million, Significant Accounting Policies under Part I, Item 1, of this report respectively, primarily because of staff additions to meet for additional information.

enhanced reliability standards and customer service goals related to the IEIMA. Ameren Missouri

  • Litigation costs increased by $3 million in both periods.
  • Storm-related repair costs increased by $3 million in the six Taxes other than income taxes decreased $2 million in the months ended June 30, 2016. second quarter of 2016, primarily because of decreased property
  • Electric distribution and transmission maintenance taxes resulting from lower assessed property values and expenditures increased by $2 million in the six months decreased gross receipts taxes resulting from lower electric sales ended June 30, 2016, primarily related to the timing of volumes, partially offset by a decrease in capitalized property system repair and vegetation management work. taxes. Taxes other than income taxes decreased $9 million in the first six months of 2016, primarily because of decreased gross Provision for Callaway Construction and Operating License receipts taxes resulting from lower electric sales volumes, an increase in capitalized property taxes, and decreased property Primarily because of changes in vendor support for taxes resulting from lower assessed property values. Electric licensing efforts at the NRC, Ameren Missouris assessment of revenues for gross receipts taxes decreased by an amount long-term capacity needs, declining costs of alternative corresponding to the reduction in gross receipts taxes, with no generation technologies, and the regulatory framework in overall effect on net income.

Missouri, Ameren Missouri discontinued its efforts to license and build a second nuclear unit at its existing Callaway energy center Ameren Illinois site in the second quarter of 2015. As a result of this decision, Ameren and Ameren Missouri recognized a $69 million noncash Taxes other than income taxes were comparable in the pretax provision for all of the previously capitalized COL costs. second quarter of 2016 with the second quarter of 2015. Taxes other than income taxes decreased $4 million in the first six Depreciation and Amortization months of 2016, primarily because of decreased gross receipts taxes resulting from lower natural gas sales volumes and prices.

Ameren Corporation Natural gas revenues for gross receipts taxes decreased by an amount corresponding to the reduction in gross receipts taxes, Depreciation and amortization expenses increased $10 with no overall effect on net income.

million and $24 million in the second quarter and the first six months of 2016, respectively, as compared with the year-ago Other Income and Expenses periods, primarily because of increased expenses at Ameren Missouri and Ameren Illinois, as discussed below. Ameren Corporation Ameren Missouri Other income, net of expenses, was comparable in the second quarter of 2016 with the year-ago period. Other income, Depreciation and amortization expenses increased $3 net of expenses, increased $5 million in the first six months of million and $12 million in the second quarter and the first six 2016, as compared with the year-ago period, primarily because months of 2016, respectively, primarily because of increased of a $3 million reduction in donations at Ameren (parent) due to depreciation rates resulting from the April 2015 MoPSC electric the timing of charitable contributions and an increase in other rate order and electric system capital additions. income, net of expenses, at Ameren Missouri, as discussed below. See Note 5 - Other Income and Expenses under Part I, Ameren Illinois Item 1, of this report for additional information.

Depreciation and amortization expenses increased $7 Ameren Missouri million and $11 million in the second quarter and the first six months of 2016, respectively, primarily because of electric Other income, net of expenses, decreased $3 million in the system capital additions. second quarter of 2016, primarily because of a decrease in the allowance for equity funds used during construction resulting from the increased use of short-term debt to fund capital 49 Page 52 of 78

Enclosure 7 to ULNRC06341 expenditures. Other income, net of expenses, increased $2 Ameren Corporation million in the first six months of 2016, primarily because of an increase in the allowance for equity funds used during The effective tax rate was comparable in the second quarter construction, resulting from higher capital expenditures, and a of 2016 with the year-ago period.

decrease in donations.

The effective tax rate was lower in the first six months of Ameren Illinois 2016, as compared with the year-ago period, primarily because of the recognition of excess tax benefits associated with share-Other income, net of expenses, was comparable in both the based compensation resulting from the difference between the second quarter and the first six months of 2016 with the year-ago deduction for tax purposes and the compensation cost periods. recognized for financial reporting purposes. See Accounting and Reporting Developments in Note 1 - Summary of Significant Interest Charges Accounting Policies under Part I, Item 1, of this report for additional information.

Ameren Corporation Ameren Missouri Interest charges increased $6 million and $13 million in the second quarter and the first six months of 2016, respectively, as The effective tax rate was comparable in the second quarter compared with the year-ago periods, due to an approximately and the first six months of 2016 with the year-ago periods.

$500 million increase in average outstanding debt, and an increase in the cost of debt at Ameren (parent). Ameren (parent) Ameren Illinois issued senior unsecured notes in November 2015 to repay lower-cost short-term debt incurred primarily in connection with the The effective tax rate was comparable in the second quarter funding of increasing ATXI capital expenditures. A decrease in and the first six months of 2016 with the year-ago periods.

interest charges in both periods at Ameren Missouri was partially offset by an increase in interest charges in both periods at LIQUIDITY AND CAPITAL RESOURCES Ameren Illinois, as discussed below.

Our tariff-based gross margins are our principal source of Ameren Missouri cash from operating activities. A diversified retail customer mix, primarily consisting of rate-regulated residential, commercial, and Interest charges decreased $2 million and $5 million in the industrial customers, provides us with a reasonably predictable second quarter and the first six months of 2016, respectively, source of cash. In addition to using cash generated from primarily because of a decrease in the average outstanding debt. operating activities, we use available cash, credit agreement borrowings, commercial paper issuances, money pool Ameren Illinois borrowings, or, in the case of Ameren Missouri and Ameren Illinois, other short-term borrowings from affiliates to support Interest charges increased $2 million and $4 million in the normal operations and temporary capital requirements. We may second quarter and the first six months of 2016, respectively, reduce our short-term borrowings with cash from operations, primarily because of an increase in average outstanding debt.

long-term borrowings, or, in the case of Ameren Missouri and Income Taxes Ameren Illinois, capital contributions from Ameren (parent). We expect to make significant capital expenditures over the next five The following table presents effective income tax rates for years as we invest in our electric and natural gas utility the three and six months ended June 30, 2016 and 2015: infrastructure to support overall system reliability, environmental Three Months(a) Six Months(a) compliance, and other improvements. We intend to fund those 2016 2015 2016 2015 capital expenditures with available cash on hand, cash generated Ameren 38% 37% 33% 37%

from operating activities, and commercial paper and debt Ameren Missouri 38% 39% 38% 38%

issuances so that we maintain an equity ratio around 50%,

Ameren Illinois 39% 38% 39% 39%

assuming constructive regulatory environments.

(a) Based on the current estimate of the annual effective tax rate adjusted to The use of cash from operating activities and short-term reflect the tax effect of items discrete to the relevant period. borrowings to fund capital expenditures and other long-term investments may periodically result in a working capital deficit, defined as current liabilities exceeding current assets, as was the case at June 30, 2016, for the Ameren Companies. The working capital deficit as of June 30, 2016 was primarily the result of current maturities of long-term debt and our decision to finance our businesses with more low-cost commercial paper issuances.

With the credit capacity available under the Credit Agreements and our cash and cash equivalents, the Ameren Companies had access to $1.3 billion of liquidity at June 30, 2016.

50 Page 53 of 78

Enclosure 7 to ULNRC06341 The following table presents net cash provided by (used in) operating, investing and financing activities for the six months ended June 30, 2016 and 2015:

Net Cash Provided By (Used In) Net Cash Used In Net Cash Provided by (Used In)

Operating Activities Investing Activities Financing Activities 2016 2015 Variance 2016 2015 Variance 2016 2015 Variance Ameren(a) - continuing operations $ 765 $ 782 $ (17) $ (1,035) $ (875) $ (160) $ (7) $ 91 $ (98)

Ameren(a) - discontinued operations (2) (1) (1)

Ameren Missouri 364 446 (82) (354) (328) (26) (209) (119) (90)

Ameren Illinois 382 386 (4) (438) (375) (63) (15) (12) (3)

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

Cash Flows from Operating Activities

  • An $18 million increase in cash associated with the recovery Ameren Corporation of Ameren Illinois' IEIMA revenue requirement reconciliation adjustments. The 2014 revenue requirement reconciliation Amerens cash from operating activities associated with adjustment, which is being recovered from customers in continuing operations decreased $17 million in the first six 2016, was greater than the 2013 revenue requirement months of 2016, compared with the same period in 2015. The reconciliation adjustment, which was recovered from following items contributed to the decrease: customers in 2015.
  • A $14 million decrease in pension and postretirement benefit
  • A $36 million increase in payments to purchase stock plan contributions caused by a change in actuarial associated with share-based compensation plan awards.

assumptions.

  • A $30 million decrease resulting from electric and natural
  • Income tax refunds of $6 million in 2016, compared with gas margins, as discussed in Results of Operations, income tax payments of $3 million in 2015. In 2016, Ameren excluding certain noncash items, as well as the change in generated net operating losses due to bonus depreciation, customer receivable balances.

resulting in no current federal income tax liability.

  • A $27 million increase in the cost of natural gas held in
  • A $9 million increase in cash associated with Ameren Illinois' storage caused primarily by fewer withdrawals as a result of transmission revenue requirement reconciliation milder winter temperatures compared with the prior year.

adjustments, as $4 million was collected from customers in

  • A $26 million increase in payments for nuclear refueling and maintenance outages at the Ameren Missouri Callaway 2016 compared to $5 million refunded to customers in 2015.

energy center. There was no refueling and maintenance Amerens cash from operating activities associated with outage in 2015.

discontinued operations was comparable between periods.

  • A $13 million increase in interest payments, primarily due to an increase in the average outstanding debt, including Ameren Missouri Ameren (parent) senior unsecured notes and Ameren Illinois senior secured notes issued during the fourth quarter of Ameren Missouris cash from operating activities decreased 2015. $82 million in the first six months of 2016, compared with the
  • An $11 million increase in storm restoration costs. same period in 2015. The following items contributed to the
  • A $10 million decrease in net energy costs collected from decrease:

Ameren Missouri customers under the FAC.

  • A $5 million increase in property tax payments at Ameren
  • A $60 million decrease resulting from electric and natural Missouri caused by higher assessed property tax values. gas margins, as discussed in Results of Operations, excluding certain noncash items, as well as the change in The following items partially offset the decrease in Ameren's customer receivable balances.

cash from operating activities associated with continuing

  • Income tax payments of $4 million to Ameren (parent) operations between periods: pursuant to the tax allocation agreement in 2016, compared with income tax refunds of $47 million in 2015 primarily
  • A $42 million insurance receipt at Ameren Missouri related to related to an audit settlement.

the Taum Sauk breach. See Note 15 - Commitments and

  • A $26 million increase in payments for nuclear refueling and Contingencies under Part II, Item 8, in the Form 10-K for maintenance outages at the Callaway energy center. There additional information. was no refueling and maintenance outage in 2015.
  • A $21 million decrease in the cost of coal inventory at
  • A $10 million decrease in net energy costs collected from Ameren Missouri, as additional coal was purchased in 2015 customers under the FAC.

to compensate for delivery disruptions experienced in 2014.

  • A $6 million increase in the cost of natural gas held in
  • A $19 million decrease in expenditures for customer energy storage caused primarily by fewer withdrawals as a result of efficiency programs compared with amounts collected from milder winter temperatures compared with the prior year.

Ameren Illinois customers.

51 Page 54 of 78

Enclosure 7 to ULNRC06341

  • A $5 million increase in property tax payments caused by expenditures increased $154 million as a result of the activity at higher assessed property tax values. Ameren Missouri and Ameren Illinois, as discussed below, and a

$25 million increase in ATXIs capital expenditures, which The following items partially offset the decrease in Ameren primarily related to the Illinois Rivers and Spoon River projects.

Missouris cash from operating activities between periods:

Ameren Missouris cash used in investing activities

  • A $42 million insurance receipt related to the Taum Sauk increased $26 million in the first six months of 2016, compared breach. See Note 15 - Commitments and Contingencies with the same period in 2015, due in part to increased capital under Part II, Item 8, in the Form 10-K for additional expenditures of $64 million primarily related to electric distribution information. system reliability and energy center projects, partially offset by a
  • A $21 million decrease in the cost of coal inventory, as return of $36 million in money pool advances.

additional coal was purchased in 2015 to compensate for delivery disruptions experienced in 2014. Ameren Illinois cash used in investing activities increased

  • A $5 million decrease in pension and postretirement benefit $63 million due to an increase in capital expenditures primarily plan contributions caused by a change in actuarial related to qualified investments in natural gas infrastructure under assumptions. the QIP rider, smart meter investments made pursuant to IEIMA, and storm restoration costs.

Ameren Illinois Ameren Missouri continually reviews its generation portfolio Ameren Illinois cash from operating activities decreased $4 and expected power needs. As a result, Ameren Missouri could million in the first six months of 2016, compared with the same modify its plan for generation capacity, the type of generation period in 2015. The following items contributed to the decrease: asset technology that will be employed, and whether capacity or power may be purchased, among other changes. Additionally, we

  • A $21 million increase in the cost of natural gas held in continually review the reliability of our transmission and storage caused primarily by fewer withdrawals as a result of distribution systems, expected capacity needs, and opportunities milder winter temperatures compared with the prior year. for transmission investments. The timing and amount of
  • Income tax payments of $11 million to Ameren (parent) investments could vary because of changes in expected capacity, pursuant to the tax allocation agreement in 2016, compared the condition of transmission and distribution systems, changes with income tax refunds of $5 million in 2015, primarily in laws or regulations, and our ability and willingness to pursue related to an audit settlement. transmission investments, among other factors. Any changes in
  • An $8 million increase in storm restoration costs. future generation, transmission, or distribution needs could result
  • A $6 million increase in interest payments, primarily due to in significant capital expenditures or impairment losses, which an increase in the average outstanding debt, including could be material. Compliance with environmental regulations senior secured notes issued in December 2015. could also have significant impacts on the level of capital expenditures. See Note 9 - Commitments and Contingencies in The following items partially offset the decrease in Ameren Part I, Item 1, of this report for additional information.

Illinois cash from operating activities between periods:

Cash Flows from Financing Activities

  • A $19 million decrease in expenditures for customer energy efficiency programs compared with amounts collected from Cash provided by, or used in, financing activities is driven by customers. our financing needs, which depend on the level of cash provided
  • An $18 million increase in cash associated with the recovery by operating activities, the level of cash used in investing of IEIMA revenue requirement reconciliation adjustments. activities, the dividends declared by Amerens board of directors, The 2014 revenue requirement reconciliation adjustment, and our long-term debt maturities, among other things.

which is being recovered from customers in 2016, was greater than the 2013 revenue requirement reconciliation Amerens financing activities associated with continuing adjustment, which was recovered from customers in 2015. operations used net cash of $7 million during the first six months

  • A $9 million increase in cash associated with transmission of 2016, compared to providing net cash of $91 million during the revenue requirement reconciliation adjustments, as $4 same period in 2015. Short-term and long-term debt issuances, million was collected from customers in 2016 compared to net of long-term debt repayments, resulted in $70 million less

$5 million refunded to customers in 2015. cash provided by financing activities in the first six months of

  • A $4 million decrease in pension and postretirement benefit 2016 compared with the year-ago period.

plan contributions caused by a change in actuarial assumptions. Ameren Missouris cash used in financing activities increased $90 million in the first six months of 2016, compared Cash Flows from Investing Activities with the same period in 2015. Cash used in net short-term and long-term debt activity was $34 million in 2016, compared with Amerens cash used in investing activities associated with providing cash of $76 million in the year-ago period. Cash paid to continuing operations increased $160 million in the first six Ameren (parent) as dividends, net of capital contributions months of 2016, compared with the same period in 2015. Capital received, decreased $19 million.

52 Page 55 of 78

Enclosure 7 to ULNRC06341 Ameren Illinois cash used in financing activities increased Ameren (parent) dividends of $60 million, compared with no

$3 million in the first six months of 2016, compared with the same dividend payments in 2015.

period in 2015. Cash provided by net short-term and long-term debt activity was $48 million in 2016, compared with cash used in See Long-term Debt and Equity in this section for additional net short-term debt and money pool borrowings of $10 million in information on maturities and issuances of long-term debt.

the year-ago period. Additionally, in 2016, Ameren Illinois paid Credit Facility Borrowings and Liquidity The liquidity needs of Ameren, Ameren Missouri, and Ameren Illinois are typically supported through the use of available cash, short-term intercompany borrowings, drawings under committed credit agreements, or commercial paper issuances. See Note 3 - Short-term Debt and Liquidity under Part I, Item 1, of this report for additional information on credit agreements, short-term borrowing activity, commercial paper issuances, relevant interest rates, and borrowings under Amerens money pool arrangements.

The following table presents Amerens consolidated liquidity as of June 30, 2016:

Ameren and Ameren Missouri:

Missouri Credit Agreement - borrowing capacity (a) $ 1,000 Less: Ameren (parent) commercial paper outstanding 306 Less: Ameren Missouri commercial paper outstanding 77 Missouri Credit Agreement - credit available 617 Ameren and Ameren Illinois:

Illinois Credit Agreement - borrowing capacity (a) 1,100 Less: Ameren (parent) commercial paper outstanding 218 Less: Ameren Illinois commercial paper outstanding 177 Less: Letters of credit 4 Illinois Credit Agreement - credit available 701 Total Credit Available $ 1,318 Cash and cash equivalents 13 Total Liquidity $ 1,331 (a) Expires in December 2019.

external funds in the utility money pool. Ameren Missouri and The Credit Agreements are used to borrow cash, to issue Ameren Illinois borrow from the utility money pool when funds are letters of credit, and to support issuances under Amerens, available before utilizing the Credit Agreements and commercial Ameren Missouris, and Ameren Illinois commercial paper paper programs because the utility money pool interest rates are programs. Either of the Credit Agreements are available to lower.

Ameren to support issuances under Amerens commercial paper program, subject to borrowing sublimits. The Missouri Credit The issuance of short-term debt securities by Amerens Agreement is available to support issuances under Ameren utility subsidiaries is subject to approval by the FERC under the Missouris commercial paper program. The Illinois Credit Federal Power Act. In February 2016, the FERC issued an order Agreement is available to support issuances under Ameren authorizing Ameren Missouri to issue up to $1 billion of short-term Illinois commercial paper program. Issuances under the Ameren, debt securities through March 2018. In July 2016, Ameren Illinois Ameren Missouri, and Ameren Illinois commercial paper filed a request for a two-year extension of its $1 billion short-term programs were available at lower interest rates than the interest debt issuance authority, which is set to expire in September 2016.

rates available under the Credit Agreements. As such, commercial paper issuances were a preferred source of third- The Ameren Companies continually evaluate the adequacy party short-term debt relative to credit facility borrowings. and appropriateness of their liquidity arrangements given changing business conditions. When business conditions In addition, Ameren Missouri and Ameren Illinois may borrow warrant, changes may be made to existing credit agreements or cash from the utility money pool when funds are available. The to other short-term borrowing arrangements.

rate of interest depends on the composition of internal and 53 Page 56 of 78

Enclosure 7 to ULNRC06341 Long-term Debt and Equity The following table presents the issuances (net of any issuance discounts), maturities, and redemptions of long-term debt for the Ameren Companies for the six months ended June 30, 2016 and 2015. The Ameren Companies did not issue any common stock during the first six months of 2016 or 2015. In March 2016 and 2015, Ameren Missouri received cash capital contributions of $38 million and $224 million, respectively, from Ameren (parent).

Month Issued, Redeemed, or Matured 2016 2015 Issuances of Long-term Debt Ameren Missouri:

3.65% Senior secured notes due 2045 June $ 149 $

3.65% Senior secured notes due 2045 April 249 Total Ameren long-term debt issuances $ 149 $ 249 Redemptions and Maturities of Long-term Debt Ameren Missouri:

5.40% Senior secured notes due 2016 February $ 260 $

4.75% Senior secured notes due 2015 April 114 Ameren Illinois:

6.20% Senior secured notes due 2016 June 54 6.25% Senior secured notes due 2016 June 75 Total Ameren long-term debt redemptions and maturities $ 389 $ 114 In June 2016, Ameren Missouri issued $150 million of 3.65% and Ameren Illinois each believes that it will continue to have senior secured notes due April 15, 2045, with interest payable access to the capital markets. However, events beyond semiannually on April 15 and October 15 of each year, beginning Amerens, Ameren Missouris, and Ameren Illinois control may October 15, 2016. Ameren Missouri received proceeds of $148 create uncertainty in the capital markets or make access to the million, which were used to repay short-term debt. capital markets uncertain or limited. Such events could increase our cost of capital and adversely affect our ability to access the The Ameren Companies may sell securities registered under capital markets.

their effective registration statements if market conditions and capital requirements warrant such sales. Any offer and sale will Dividends be made only by means of a prospectus that meets the requirements of the Securities Act of 1933 and the rules and The amount and timing of Amerens common stock regulations thereunder. dividends are within the sole discretion of Amerens board of directors. Amerens board of directors has not set specific targets Indebtedness Provisions and Other Covenants or payout parameters when declaring common stock dividends but considers various factors, including Amerens overall payout See Note 3 - Short-term Debt and Liquidity and Note 4 - ratio, payout ratios of our peers, projected cash flow and potential Long-term Debt and Equity Financings under Part I, Item 1, of future cash flow requirements, historical earnings and cash flow, this report and Note 4 - Short-term Debt and Liquidity and Note 5 projected earnings, impacts of regulatory orders or legislation,

- Long-term Debt and Equity Financings under Part II, Item 8, of and other key business considerations. Ameren expects its the Form 10-K for a discussion of covenants and provisions (and dividend payout ratio to be between 55% and 70% of earnings applicable cross-default provisions) contained in our credit over the next few years.

agreements and in certain of the Ameren Companies indentures and articles of incorporation. See Note 4 - Short-term Debt and Liquidity and Note 5 -

Long-term Debt and Equity Financings under Part II, Item 8, of At June 30, 2016, the Ameren Companies were in the Form 10-K for additional discussion of covenants and compliance with the provisions and covenants contained within provisions contained in certain of the Ameren Companies their credit agreements, indentures, and articles of incorporation. financial agreements and articles of incorporation that would restrict the Ameren Companies payment of dividends in certain We consider access to short-term and long-term capital circumstances. At June 30, 2016, none of these circumstances markets a significant source of funding for capital requirements existed at Ameren, Ameren Missouri, or Ameren Illinois and, as a not satisfied by cash generated from our operating activities. result, these companies were not restricted from paying Inability to raise capital on reasonable terms, particularly during dividends.

times of uncertainty in the capital markets, could negatively affect our ability to maintain and expand our businesses. After assessing its current operating performance, liquidity, and credit ratings (see Credit Ratings below), Ameren, Ameren Missouri, 54 Page 57 of 78

Enclosure 7 to ULNRC06341 The following table presents common stock dividends The following table presents the principal credit ratings of declared and paid by Ameren Corporation to its common the Ameren Companies by Moodys and S&P effective on the shareholders and by Ameren Missouri and Ameren Illinois to their date of this report:

parent, Ameren Corporation, for the six months ended June 30, 2016 and 2015: Moodys S&P Ameren:

Six Months Issuer/corporate credit rating Baa1 BBB+

2016 2015 Senior unsecured debt Baa1 BBB Ameren Missouri $ 210 $ 415 Commercial paper P-2 A-2 Ameren Illinois 60 Ameren Missouri:

Ameren 206 199 Issuer/corporate credit rating Baa1 BBB+

Secured debt A2 A Contractual Obligations Senior unsecured debt Baa1 BBB+

Commercial paper P-2 A-2 For a listing of our obligations and commitments, see Other Ameren Illinois:

Obligations in Note 9 - Commitments and Contingencies under Issuer/corporate credit rating A3 BBB+

Part I, Item 1, of this report. See Note 11 - Retirement Benefits Secured debt A1 A under Part I, Item 1, of this report for information regarding Senior unsecured debt A3 BBB+

expected minimum funding levels for our pension plan. Commercial paper P-2 A-2 At June 30, 2016, total obligations related to commitments A credit rating is not a recommendation to buy, sell, or hold for coal, natural gas, nuclear fuel, purchased power, methane securities. It should be evaluated independently of any other gas, equipment, and meter reading services, among other rating. Ratings are subject to revision or withdrawal at any time agreements, at Ameren, Ameren Missouri, and Ameren Illinois by the rating organization.

were $4,465 million, $2,614 million, and $1,790 million, respectively. Collateral Postings Off-Balance-Sheet Arrangements Any adverse change in our credit ratings may reduce access to capital and trigger additional collateral postings and At June 30, 2016, none of the Ameren Companies had off- prepayments. Such changes may also increase the cost of balance-sheet financing arrangements, other than operating borrowing, resulting in an adverse effect on earnings. Cash leases entered into in the ordinary course of business, letters of collateral postings and prepayments made with external parties, credit, and Ameren parent guarantee arrangements on behalf of including postings related to exchange-traded contracts, and its subsidiaries. None of the Ameren Companies expect to cash collateral posted by external parties were immaterial at engage in any significant off-balance-sheet financing Ameren, Ameren Missouri, and Ameren Illinois at June 30, 2016.

arrangements in the near future. Sub-investment-grade issuer or senior unsecured debt rating (whether BBB- from S&P or Baa3 from Moodys) at June 30, Credit Ratings 2016, could have resulted in Ameren, Ameren Missouri, or The credit ratings of the Ameren Companies assigned by Ameren Illinois being required to post additional collateral or Moodys and S&P can affect our liquidity, access to the capital other assurances for certain trade obligations amounting to $107 markets and credit markets, cost of borrowing under credit million, $66 million, and $41 million, respectively.

facilities, commercial paper programs, and collateral posting Changes in commodity prices could trigger additional requirements under commodity contracts.

collateral postings and prepayments. Based on credit ratings at June 30, 2016, if market prices were 15% higher or lower than June 30, 2016 levels in the next 12 months and 20% higher or lower thereafter through the end of the term of the commodity contracts, then Ameren, Ameren Missouri, or Ameren Illinois would only be required to post collateral or other assurances for certain trade obligations that would be immaterial compared to each companys liquidity.

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Enclosure 7 to ULNRC06341 OUTLOOK 2016 revenue requirement for Ameren Illinois electric transmission business would be $241 million, which We seek to earn competitive returns on investments in our represents a $42 million increase over the 2015 revenue businesses. We are seeking to improve our regulatory requirement due to rate base growth. These rates reflect a frameworks and cost recovery mechanisms and simultaneously capital structure composed of 51.9% common equity and a pursuing constructive regulatory outcomes within existing projected rate base of $1.2 billion. With the rates that frameworks. We are seeking to align our overall spending, both became effective on January 1, 2016, and the currently operating and capital, with economic conditions and with allowed 12.38% return on equity, the 2016 revenue regulatory frameworks established by our regulators. requirement for ATXIs electric transmission business would Consequently, we are focused on minimizing the gap between be $140 million, which represents a $60 million increase allowed and earned returns on equity. We intend to allocate over the 2015 revenue requirement due to rate base growth, capital resources to our business opportunities that offer the most primarily as a result of the Illinois Rivers project. These rates attractive risk-adjusted return potential. reflect a capital structure composed of 56.1% common equity and a projected rate base of $0.9 billion.

Below are some key trends, events, and uncertainties that

  • The 12.38% return on common equity is the subject of two are reasonably likely to affect our results of operations, financial FERC complaint proceedings, the November 2013 condition, or liquidity, as well as our ability to achieve strategic complaint case and the February 2015 complaint case, that and financial objectives, for 2016 and beyond. challenge the allowed base return on common equity for MISO transmission owners. In December 2015, a FERC Operations administrative law judge issued an initial decision in the
  • Our strategy for earning competitive returns on our November 2013 complaint case that would lower the investments involves meeting customer energy needs in an allowed base return on common equity to 10.32% and would efficient fashion, working to enhance regulatory frameworks, require customer refunds to be issued for the 15-month making timely and well-supported rate case filings, and period ending February 2015. The FERC is expected to aligning overall spending with rate case outcomes, issue a final order in the November 2013 complaint case in economic conditions, and return opportunities. the fourth quarter of 2016, which will determine the allowed
  • Ameren continues to pursue its plans to invest in FERC- base return on common equity for the 15-month period regulated electric transmission. MISO has approved three ending February 2015. The final order in the November electric transmission projects to be developed by ATXI. The 2013 complaint case will also establish a new allowed base first project, Illinois Rivers, involves the construction of a return on equity that will replace the current allowed base transmission line from western Indiana across the state of return on common equity of 12.38% for the period between Illinois to eastern Missouri. The last section of this project is the effective date of the November 2013 complaint case expected to be completed by 2019. The Spoon River project order and the effective date of the allowed base return on located in northwest Illinois and the Mark Twain project common equity established by the February 2015 complaint located in northeast Missouri are the other two MISO- case, as discussed below. In June 2016, an administrative approved projects to be constructed by ATXI. These two law judge issued an initial decision in the February 2015 projects are expected to be completed in 2018. The Illinois complaint case that would lower the allowed base return on Rivers and the Spoon River projects have received all of the common equity to 9.70% and would require customer necessary commission approvals to authorize their refunds to be issued for the 15-month period ending May construction. In April 2016, the MoPSC granted ATXI a 2016. The FERC is expected to issue a final order in the certificate of convenience and necessity for the Mark Twain February 2015 complaint case in the second quarter of project. Starting construction under the certificate is subject 2017, which will determine the allowed base return on to ATXI obtaining assents from the five counties where the common equity for the 15-month period ending May 2016.

line will be constructed. Extended difficulties in obtaining the The final order in the February 2015 complaint case will also assents could delay the completion date. The total establish the allowed base return on common equity that will investment in all three projects is expected to be more than apply prospectively from the effective date of the February

$1.0 billion from 2016 through 2019. This total includes over 2015 complaint case order, replacing the allowed base

$60 million of investment by Ameren Illinois to construct return on equity established by the November 2013 connections to its existing transmission system. In addition complaint case. A 50 basis point reduction in the FERC-to its investment in the MISO-approved projects, Ameren allowed base return on common equity would reduce Illinois expects to invest $1.9 billion in electric transmission Ameren's and Ameren Illinois' annual earnings by an assets from 2016 through 2020 to address load growth and estimated $6 million and $3 million, respectively, based on reliability requirements. each companys 2016 projected rate base. Ameren and

  • Both Ameren Illinois and ATXI use a forward-looking rate Ameren Illinois recorded current regulatory liabilities on their calculation with an annual revenue requirement respective June 30, 2016 balance sheets, representing their reconciliation for each companys electric transmission estimate of the potential refunds.

business. With the rates that became effective on January 1,

  • In January 2015, a FERC-approved incentive adder of up to 2016, and the currently allowed 12.38% return on equity, the 50 basis points on the allowed base return on common equity for our participation in an RTO became effective.

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Enclosure 7 to ULNRC06341 Upon the issuance of the final order addressing the United States Bankruptcy Code. As a result of these events November 2013 complaint case, beginning with its January in 2016, actual sales volumes to Noranda will be 2015 effective date, the incentive adder will reduce any significantly below the sales volumes reflected in rates, and refund to customers relating to a reduction of the allowed therefore, Ameren Missouri will not fully recover its revenue base return on common equity from the complaint cases requirement until rates are adjusted by the MoPSC in the discussed above. July 2016 electric rate case to accurately reflect Norandas

  • On July 1, 2016, Ameren Missouri filed a request with the actual sales volumes. Ameren Missouri estimates a $38 MoPSC seeking approval to increase its annual revenues million reduction in 2016 earnings, compared to 2015, for electric service by $206 million. The electric rate increase relating to the significantly lower expected electric sales request is based on a 9.9% return on equity, a capital volumes to Noranda after consideration of the FAC-tariff structure composed of 51.8% equity, a rate base of $7.2 provision that allows Ameren Missouri to retain a portion of billion, and a test year ended March 31, 2016, with certain its off-system sales.

pro-forma adjustments expected through the anticipated

  • The MEEIA 2013 performance incentive allowed Ameren true-up date of December 31, 2016. As a part of its filing, Missouri an opportunity to earn additional revenues by Ameren Missouri requested the amortization over ten years achieving certain customer energy efficiency goals, of an estimated $81 million of lost fixed cost recovery due to including $19 million if 100% of the goals were achieved lower sales volumes, as discussed below, from Noranda during the three-year period, with the potential to earn a during the period April 2015 through May 2017. The MoPSC larger performance incentive if Ameren Missouris energy proceeding relating to the proposed electric service rate savings exceeded those goals. Ameren Missouri has not changes will take place over a period of up to 11 months, recorded any revenues associated with the MEEIA 2013 with a decision by the MoPSC expected by late April 2017 performance incentive. Ameren Missouri believes it will and new rates effective in late May 2017. A 50 basis point ultimately be found to have exceeded 100% of the customer change in Ameren Missouris return on common equity energy efficiency goals, and it therefore expects to would result in an estimated $18 million change in Amerens recognize revenues relating to the MEEIA 2013 performance and Ameren Missouris net income, based on Ameren incentive of at least $19 million in 2016.

Missouris current electric rate base.

  • The throughput disincentive recovery under MEEIA 2016
  • In April 2015, the MoPSC issued an order approving an replaced the net shared benefits that were collected under increase in Ameren Missouris annual revenues for electric MEEIA 2013. Net shared benefits compensated Ameren service. The order also approved Ameren Missouris request Missouri for the current year and longer-term financial for continued use of the FAC; however, it changed the FAC impacts of customer energy efficiency programs in each to exclude all transmission revenues and substantially all year of the program from 2013 through 2015. The transmission charges. This change to Ameren Missouris throughput disincentive included in MEEIA 2016, on the FAC is contributing to regulatory lag. For example, the April other hand, is designed to be earnings neutral each year by 2015 MoPSC electric rate order included $29 million of compensating Ameren Missouri for the lost sales volumes transmission charges in base rates that were previously from its customer energy efficiency programs that occur in included in the FAC. Ameren Missouri expects transmission that year, but does not compensate for the longer-term charges to increase to $53 million in 2016, with further cost financial impacts of these programs until sales volumes are increases expected in the foreseeable future. However, lost in a future year. The unfavorable effects of sales volume transmission revenues included in base rates in the April reductions in 2016 from the MEEIA 2013 energy efficiency 2015 MoPSC electric rate order totaled $34 million and are programs were previously recognized during 2013 through expected to remain relatively constant in 2016 and into the 2015 as net shared benefits, and therefore, any such lost near future. In its July 2016 electric rate case, in an effort to sales volumes have impacted and will continue to negatively mitigate the regulatory lag resulting from the changes to the impact 2016 earnings.

FAC in the April 2015 order, Ameren Missouri requested the

  • The IEIMA provides for an annual reconciliation of the implementation of a new tracking mechanism for revenue requirement necessary to reflect the actual costs transmission charges and revenues. incurred in a given year with the revenue requirement that
  • Ameren Missouri supplies electricity to Norandas aluminum was reflected in customer rates for that year. Consequently, smelter located in southeast Missouri. In its April 2015 Ameren Illinois' 2016 electric distribution service revenues electric rate order, the MoPSC approved a rate design that will be based on its 2016 actual recoverable costs, rate established $78 million in annual revenues, net of fuel and base, and return on common equity as calculated under the purchased power costs, as Norandas portion of Ameren IEIMA's performance-based formula ratemaking framework.

Missouris revenue requirement. The portion of Ameren The 2016 revenue requirement is expected to be higher Missouris annual revenue requirement reflected in than the 2015 revenue requirement because of an expected Norandas electric rate is based on the smelter using increase in recoverable costs and rate base growth. A 50 approximately 4.2 million megawatthours annually, which is basis point change in the average monthly yields of the 30-almost 100% of its operating capacity. In the first quarter of year United States Treasury bonds would result in an 2016, Noranda idled production at its aluminum smelter. In estimated $6 million change in Ameren's and Ameren Illinois' addition, Noranda filed voluntary petitions for a court- net income, based on Ameren Illinois 2016 projected rate supervised restructuring process under Chapter 11 of the base.

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Enclosure 7 to ULNRC06341

  • In December 2015, the ICC issued an order with respect to growth in their service territories, customer conservation Ameren Illinois annual update filing. The ICC approved a efforts, the impacts of additional customer energy efficiency

$106 million increase in Ameren Illinois electric distribution programs, increased customer use of innovative and service revenue requirement beginning in January 2016. increasingly cost-effective technological advances including These rates have affected and will continue to affect Ameren distributed generation and storage, increased investments Illinois' cash receipts during 2016, but will not be the sole and expected future investments for environmental determinant of its electric distribution service operating compliance, system reliability improvements, and new revenues, which will instead be largely determined by the generation capacity, including renewable energy IEIMA's 2016 revenue requirement reconciliation. The 2016 requirements. Increased investments also result in higher revenue requirement reconciliation, as discussed above, is depreciation and financing costs. Increased costs are also expected to result in a regulatory asset that will be collected expected from rising employee benefit costs and higher from customers in 2018. property and income taxes, among other costs.

  • In April 2016, Ameren Illinois filed with the ICC its annual electric distribution service formula rate update to establish For additional information regarding recent rate orders and the revenue requirement used for 2017 rates. Pending ICC related appeals and pending requests filed with state and federal approval, Ameren Illinois update filing will result in a $14 regulatory commissions and related appeals, see Note 2 - Rate million decrease in Ameren Illinois electric distribution and Regulatory Matters under Part I, Item 1, of this report and service revenue requirement, beginning in January 2017. Note 2 - Rate and Regulatory Matters under Part II, Item 8, of the This update reflects an increase to the annual formula rate Form 10-K.

based on 2015 actual costs and expected net plant additions for 2016, an increase to include the 2015 revenue Liquidity and Capital Resources requirement reconciliation adjustment, and a decrease for

  • We expect to make significant capital expenditures to the conclusion of the 2014 revenue requirement improve our electric and natural gas utility infrastructure and reconciliation adjustment, which will be fully collected from to comply with existing environmental regulations. We customers in 2016. These rates will affect Ameren Illinois' estimate that we will invest up to $11.5 billion (Ameren cash receipts during 2017, but will not be the sole Missouri - up to $4.3 billion; Ameren Illinois - up to $6.2 determinant of its electric distribution service operating billion; ATXI - up to $1.0 billion) during the period from 2016 revenues, which will instead be largely determined by the through 2020, excluding the potential impact of the Clean IEIMA's 2017 revenue requirement reconciliation. In July Power Plan.

2016, the ICC staff submitted its calculation of the revenue

  • Environmental regulations, including those related to CO2 requirement included in Ameren Illinois update filing. The emissions, or other actions taken by the EPA could result in ICC staff recommended a decrease in the electric significant increases in capital expenditures and operating distribution service revenue requirement in an amount costs. These costs could be prohibitive, which could result consistent with Ameren Illinois filing. Other intervenors to in the closure of some of Ameren Missouri's coal-fired this rate proceeding have recommended additional energy centers. Ameren Missouri's capital expenditures are decreases to Ameren Illinois electric distribution service subject to MoPSC prudence reviews, which could result in revenue requirement.

cost disallowances as well as regulatory lag. The cost of

  • Ameren Missouri's next scheduled refueling and Ameren Illinois purchased power and gas purchased for maintenance outage at its Callaway energy center will be in resale could increase. However, Ameren Illinois expects the fall of 2017. During a scheduled outage, which occurs these costs would be recovered from customers with no every 18 months, maintenance expenses increase relative material adverse effect on its results of operations, financial to non-outage years. Additionally, depending on the position, or liquidity. Ameren's and Ameren Missouri's availability of its other generation sources and the market earnings could benefit from increased investment to comply prices for power, Ameren Missouri's purchased power costs with environmental regulations if those investments are may increase and the amount of excess power available for reflected and recovered on a timely basis in rates charged sale may decrease versus non-outage years. Changes in to customers.

purchased power costs and excess power available for sale

  • Ameren continues to evaluate the Clean Power Plan's are included in the FAC, which results in limited impacts to potential impacts to its operations, including those related to earnings.

electric system reliability, and its level of investment in

  • As we continue to experience cost increases and to make customer energy efficiency programs, renewable energy, infrastructure investments, Ameren Missouri and Ameren and other forms of generation investment. In February 2016, Illinois expect to seek regular electric and natural gas rate the United States Supreme Court stayed the Clean Power increases and timely cost recovery and tracking Plan and all implementation requirements until the legal mechanisms from their regulators. Ameren Missouri and appeals are concluded. If the rule is ultimately upheld and Ameren Illinois will also seek, as necessary, legislative implemented in substantially similar form to the rule when solutions to address regulatory lag and to support issued, Ameren Missouri expects to incur increased net fuel investment in their utility infrastructure for the benefit of their and operating costs, and make new or accelerated capital customers. Ameren Missouri and Ameren Illinois continue to expenditures, in addition to the costs of making face cost recovery pressures including limited economic 58 Page 61 of 78

Enclosure 7 to ULNRC06341 modifications to existing operations in order to achieve be available to support funding ATXI transmission compliance. Compliance measures could result in the investments.

closure or alteration of the operation of some of Ameren

  • Ameren expects its cash used for capital expenditures and Missouris coal and natural-gas-fired energy centers, which dividends to exceed cash provided by operating activities could result in increased operating costs. over the next several years. Ameren expects to use debt to
  • Ameren Missouri files a nonbinding integrated resource plan fund such cash shortfalls; it does not currently expect to with the MoPSC every three years. Ameren Missouris issue equity over the next several years.

integrated resource plan filed with the MoPSC in October 2014, prior to the issuance of the Clean Power Plan, was a The above items could have a material impact on our results 20-year plan that supported a more fuel-diverse energy of operations, financial position, or liquidity. Additionally, in the portfolio in Missouri, including coal, solar, wind, natural gas, ordinary course of business, we evaluate strategies to enhance and nuclear power. The plan involves expanding renewable our results of operations, financial position, or liquidity. These generation, retiring coal-fired generation as energy centers strategies may include acquisitions, divestitures, opportunities to reach the end of their useful lives, continuation and reduce costs or increase revenues, and other strategic initiatives expansion of the then-existing energy efficiency programs, to increase Ameren's shareholder value. We are unable to predict and adding natural gas-fired combined cycle generation. which, if any, of these initiatives will be executed. The execution

  • The Ameren Companies have multiyear credit agreements of these initiatives may have a material impact on our future that cumulatively provide $2.1 billion of credit through results of operations, financial position, or liquidity.

December 2019, subject to a 364-day repayment term in the REGULATORY MATTERS case of Ameren Missouri and Ameren Illinois. See Note 3 -

Short-term Debt and Liquidity under Part I, Item 1, of this See Note 2 - Rate and Regulatory Matters under Part I, report for additional information regarding the Credit Item 1, of this report.

Agreements. Ameren, Ameren Missouri, and Ameren Illinois believe that their liquidity is adequate given their expected ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES operating cash flows, capital expenditures, and related ABOUT MARKET RISK.

financing plans. However, there can be no assurance that significant changes in economic conditions, disruptions in Market risk is the risk of changes in value of a physical asset the capital and credit markets, or other unforeseen events or a financial instrument, derivative or nonderivative, caused by will not materially affect their ability to execute their fluctuations in market variables such as interest rates, commodity expected operating, capital, or financing plans. prices, and equity security prices. A derivative is a contract whose

  • In December 2015, a federal tax law was enacted that value is dependent on, or derived from, the value of some authorized the continued use of bonus depreciation that underlying asset or index. The following discussion of our risk allows for an acceleration of deductions for tax purposes at management activities includes forward-looking statements that a rate of 50% for 2015, 2016, and 2017. The rate will be involve risks and uncertainties. Actual results could differ reduced to 40% in 2018 and then to 30% in 2019. Bonus materially from those projected in the forward-looking statements.

depreciation will be phased out in 2020 unless a new law is We handle market risk in accordance with established policies, enacted. Bonus depreciation is expected to increase cash which may include entering into various derivative transactions.

flow through at least 2020. Ameren expects to use this In the normal course of business, we also face risks that are incremental cash flow to make capital investments in utility either nonfinancial or nonquantifiable. Such risks, principally infrastructure for the benefit of its customers. Without these business, legal, and operational risks, are not part of the following investments, bonus depreciation would reduce rate base, discussion.

which reduces our revenue requirements and future earnings growth. The impact of bonus depreciation on Our risk management objectives are to optimize our physical Ameren Missouri, Ameren Illinois, and ATXI will vary based generating assets and to pursue market opportunities within on investment levels at each company. prudent risk parameters. Our risk management policies are set by

  • As of June 30, 2016, Ameren had $587 million in tax a risk management steering committee, which is composed of benefits from federal and state net operating loss senior-level Ameren officers, with Ameren board of directors carryforwards (Ameren Missouri - $65 million and Ameren oversight.

Illinois - $160 million) and $135 million in federal and state There have been no material changes to the quantitative income tax credit carryforwards (Ameren Missouri - $27 and qualitative disclosures about interest rate risk, credit risk, million and Ameren Illinois - $2 million). In addition, Ameren equity price risk, commodity price risk, and commodity supplier has $37 million of expected state income tax refunds and risk included in the Form 10-K. Regarding commodity supplier state overpayments. Consistent with the tax allocation risk, in April 2016, Ameren Missouris primary supplier of ultra-low agreement between Ameren and its subsidiaries, these sulfur coal announced that it had filed a voluntary petition for carryforwards are expected to partially offset income tax restructuring under Chapter 11 of the United States Bankruptcy liabilities for Ameren Missouri until 2019 and Ameren Illinois Code. At this time, Ameren and Ameren Missouri believe the until 2021. Ameren does not expect to make material federal restructuring proceeding will not affect the suppliers performance income tax payments until 2021. These tax benefits, under the terms of its existing contracts with Ameren Missouri primarily at the Ameren (parent) level, when realized, would 59 Page 62 of 78

Enclosure 7 to ULNRC06341 and therefore do not expect any material impact to Ameren discussion of our market risk.

Missouris operations as a result of this restructuring proceeding.

See Item 7A under Part II of the Form 10-K for a more detailed Fair Value of Contracts We use derivatives principally to manage the risk of changes in market prices for natural gas, power, and uranium, as well as the risk of changes in rail transportation surcharges through fuel oil hedges. The following table presents the favorable (unfavorable) changes in the fair value of all derivative contracts marked-to-market during the three and six months ended June 30, 2016. We use various methods to determine the fair value of our contracts. In accordance with authoritative accounting guidance for fair value hierarchy levels, the sources we used to determine the fair value of these contracts were active quotes (Level 1), inputs corroborated by market data (Level 2), and other modeling and valuation methods that are not corroborated by market data (Level 3). See Note 7 - Fair Value Measurements under Part I, Item 1, of this report for additional information regarding the methods used to determine the fair value of these contracts.

Three Months Six Months Ameren Ameren Ameren Ameren Missouri Illinois Ameren Missouri Illinois Ameren Fair value of contracts at beginning of period, net $ (37) $ (237) $ (274) $ (27) $ (219) $ (246)

Contracts realized or otherwise settled during the period 6 19 25 1 24 25 Fair value of new contracts entered into during the period 14 14 13 2 15 Other changes in fair value 5 37 42 1 12 13 Fair value of contracts outstanding at end of period, net $ (12) $ (181) $ (193) $ (12) $ (181) $ (193)

The following table presents maturities of derivative contracts as of June 30, 2016, based on the hierarchy levels used to determine the fair value of the contracts:

Maturity Maturity in Less than Maturity Maturity Excess of Total Sources of Fair Value 1 Year 1-3 Years 3-5 Years 5 Years Fair Value Ameren Missouri:

Level 1 $ (11) $ (3) $ $ $ (14)

Level 2(a) (3) (4) (1) (8)

Level 3(b) 12 (2) 10 Total $ (2) $ (9) $ (1) $ $ (12)

Ameren Illinois:

Level 1 $ $ 1 $ $ $ 1 Level 2(a) (9) (3) (12)

Level 3(b) (12) (25) (26) (107) (170)

Total $ (21) $ (27) $ (26) $ (107) $ (181)

Ameren:

Level 1 $ (11) $ (2) $ $ $ (13)

Level 2(a) (12) (7) (1) (20)

Level 3(b) (27) (26) (107) (160)

Total $ (23) $ (36) $ (27) $ (107) $ (193)

(a) Principally fixed-price vs. floating over-the-counter power swaps, power forwards, and fixed-price vs. floating over-the-counter natural gas swaps.

(b) Principally power forward contract values based on information from external sources, historical results, and our estimates. Level 3 also includes option contract values based on an option valuation model.

ITEM 4. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures As of June 30, 2016, evaluations were performed under the supervision and with the participation of management, including the principal executive officer and principal financial officer of each of the Ameren Companies, of the effectiveness of the design and operation of such registrants disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on those evaluations, as of June 30, 2016, the principal executive officer and the principal financial officer of each of the Ameren Companies concluded that such disclosure controls and procedures are effective to provide assurance that information required to be disclosed in such registrants reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms and such information is accumulated and communicated to its management, including its principal executive and its principal financial officers, to allow timely decisions regarding required disclosure.

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Enclosure 7 to ULNRC06341 (b) Changes in Internal Controls over Financial Reporting There has been no change in any of the Ameren Companies internal control over financial reporting during their most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, each of their internal control over financial reporting.

PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS.

We are involved in legal and administrative proceedings before various courts and agencies with respect to matters that arise in the ordinary course of business, some of which involve substantial amounts of money. We believe that the final disposition of these proceedings, except as otherwise disclosed in this report, will not have a material adverse effect on our results of operations, financial position, or liquidity.

Risk of loss is mitigated, in some cases, by insurance or contractual or statutory indemnification. Material legal and administrative proceedings, which are discussed in Note 2 - Rate and Regulatory Matters, Note 9 - Commitments and Contingencies, and Note 10 -

Callaway Energy Center, under Part I, Item 1, of this report include the following:

  • Ameren Missouris electric rate case filed with the MoPSC in July 2016;
  • Ameren Missouri's appeal to the Missouri Court of Appeals, Western District, regarding the calculation of the MEEIA 2013 performance incentive;
  • Ameren Illinois annual electric distribution service formula rate update filed with the ICC in April 2016;
  • ATXIs requests for assents from the five counties where the Mark Twain transmission project will be constructed;
  • the complaint cases filed with the FERC seeking a reduction in the allowed base return on common equity under the MISO tariff;
  • the EPA's Clean Air Act-related litigation against Ameren Missouri;
  • remediation matters associated with former MGP and waste disposal sites of the Ameren Companies; and
  • the class action lawsuit against Ameren Missouri relating to municipal taxes.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors disclosed in Part I, Item 1A, Risk Factors in the Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table presents Ameren Corporations purchases of equity securities reportable under Item 703 of Regulation S-K:

(d) Maximum Number (a) Total Number (c) Total Number of Shares (or Approximate Dollar Value) of of Shares (b) Average Price (or Units) Purchased as Part Shares (or Units) that May Yet (or Units) Paid per Share of Publicly Announced Plans Be Purchased Under the Plans or Period Purchased (or Unit) or Programs Programs April 1 - April 30, 2016 $

May 1 - May 31, 2016 (a) 495 48.58 June 1 - June 30, 2016 Total 495 $ 48.58 (a) Shares were purchased in open-market transactions pursuant to the 2014 Incentive Plan in satisfaction of Amerens obligations for Ameren board of directors compensation awards. Ameren does not have any publicly announced equity securities repurchase plans or programs.

Ameren Missouri and Ameren Illinois did not purchase equity securities reportable under Item 703 of Regulation S-K during the period from April 1, 2016 to June 30, 2016.

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Enclosure 7 to ULNRC06341 ITEM 6. EXHIBITS.

The documents listed below are being filed or have previously been filed on behalf of the Ameren Companies and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously filed are filed herewith.

Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:

Instruments Defining Rights of Security Holders, Including Indentures 4.1 Ameren Ameren Missouri Indenture Company Order, dated June 23, 2016, requesting June 23, 2016 Form 8-K, Exhibits 4.3 and Ameren authentication of an additional $150,000,000 aggregate principal amount of 3.65% 4.4, File No. 1-2967 Missouri Senior Secured Notes due 2045 (including the global note)

Statement re: Computation of Ratios 12.1 Ameren Ameren's Statement of Computation of Ratio of Earnings to Fixed Charges 12.2 Ameren Ameren Missouri's Statement of Computation of Ratio of Earnings to Fixed Missouri Charges and Combined Fixed Charges and Preferred Stock Dividend Requirements 12.3 Ameren Ameren Illinois Statement of Computation of Ratio of Earnings to Fixed Charges Illinois and Combined Fixed Charges and Preferred Stock Dividend Requirements Rule 13a-14(a) / 15d-14(a) Certifications 31.1 Ameren Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of Ameren 31.2 Ameren Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of Ameren 31.3 Ameren Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of Ameren Missouri Missouri 31.4 Ameren Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of Ameren Missouri Missouri 31.5 Ameren Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of Ameren Illinois Illinois 31.6 Ameren Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of Ameren Illinois Illinois Section 1350 Certifications 32.1 Ameren Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of Ameren 32.2 Ameren Section 1350 Certification of Principal Executive Officer and Principal Financial Missouri Officer of Ameren Missouri 32.3 Ameren Section 1350 Certification of Principal Executive Officer and Principal Financial Illinois Officer of Ameren Illinois Interactive Data Files 101.INS Ameren XBRL Instance Document Companies 101.SCH Ameren XBRL Taxonomy Extension Schema Document Companies 101.CAL Ameren XBRL Taxonomy Extension Calculation Linkbase Document Companies 101.LAB Ameren XBRL Taxonomy Extension Label Linkbase Document Companies 101.PRE Ameren XBRL Taxonomy Extension Presentation Linkbase Document Companies 101.DEF Ameren XBRL Taxonomy Extension Definition Document Companies The file number references for the Ameren Companies filings with the SEC are: Ameren, 1-14756; Ameren Missouri, 1-2967; and Ameren Illinois, 1-3672.

Each registrant hereby undertakes to furnish to the SEC upon request a copy of any long-term debt instrument not listed above that such registrant has not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of Regulation S-K.

62 Page 65 of 78

Enclosure 7 to ULNRC06341 SIGNATURES Pursuant to the requirements of the Exchange Act, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

AMEREN CORPORATION (Registrant)

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

UNION ELECTRIC COMPANY (Registrant)

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

AMEREN ILLINOIS COMPANY (Registrant)

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: August 5, 2016 63 Page 66 of 78

Enclosure 7 to ULNRC06341 Exhibit 12.1 Ameren Corporation Computation of Ratio of Earnings to Fixed Charges (Thousands of Dollars, Except Ratio)

Six Months Ended June 30, 2016 Earnings available for fixed charges, as defined:

Net income from continuing operations attributable to Ameren Corporation $ 251,953 Tax expense based on income 123,082 Fixed charges excluding subsidiary preferred stock dividends tax adjustment 205,886 Earnings available for fixed charges, as defined $ 580,921 Fixed charges, as defined:

Interest expense on short-term and long-term debt $ 186,577 Estimated interest cost within rental expense 4,808 Amortization of net debt premium, discount, and expenses 11,284 Subsidiary preferred stock dividends 3,222 Adjust subsidiary preferred stock dividends to pretax basis 2,014 Total fixed charges, as defined $ 207,905 Consolidated ratio of earnings to fixed charges 2.79 Page 67 of 78 to ULNRC06341 Exhibit 12.2 Union Electric Company Computation of Ratio of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividend Requirements (Thousands of Dollars, Except Ratios)

Six Months Ended June 30, 2016 Earnings available for fixed charges, as defined:

Net income $ 108,061 Tax expense based on income 66,763 Fixed charges 113,206 Earnings available for fixed charges, as defined $ 288,030 Fixed charges, as defined:

Interest expense on short-term and long-term debt $ 107,789 Estimated interest cost within rental expense 2,368 Amortization of net debt premium, discount, and expenses 3,049 Total fixed charges, as defined $ 113,206 Ratio of earnings to fixed charges 2.54 Earnings required for combined fixed charges and preferred stock dividends:

Preferred stock dividends $ 1,710 Adjustment to pretax basis 1,057

$ 2,767 Combined fixed charges and preferred stock dividend requirements $ 115,973 Ratio of earnings to combined fixed charges and preferred stock dividend requirements 2.48 Page 68 of 78 to ULNRC06341 Exhibit 12.3 Ameren Illinois Company Computation of Ratio of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividend Requirements (Thousands of Dollars, Except Ratios)

Six Months Ended June 30, 2016 Earnings available for fixed charges, as defined:

Net income $ 105,155 Tax expense based on income 66,555 Fixed charges 74,865 Earnings available for fixed charges, as defined $ 246,575 Fixed charges, as defined:

Interest expense on short-term and long-term debt $ 65,235 Estimated interest cost within rental expense 2,440 Amortization of net debt premium, discount, and expenses 7,190 Total fixed charges, as defined $ 74,865 Ratio of earnings to fixed charges 3.29 Earnings required for combined fixed charges and preferred stock dividends:

Preferred stock dividends $ 1,512 Adjustment to pretax basis 957

$ 2,469 Combined fixed charges and preferred stock dividend requirements $ 77,334 Ratio of earnings to combined fixed charges and preferred stock dividend requirements 3.19 Page 69 of 78 Exhibit 31.1 to ULNRC06341 RULE 13a-14(a)/15d-14(a) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF AMEREN CORPORATION (required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Warner L. Baxter, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2016 of Ameren Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: August 5, 2016

/s/ Warner L. Baxter Warner L. Baxter Chairman, President and Chief Executive Officer (Principal Executive Officer)

Page 70 of 78 Exhibit 31.2 to ULNRC06341 RULE 13a-14(a)/15d-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF AMEREN CORPORATION (required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Martin J. Lyons, Jr., certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2016 of Ameren Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: August 5, 2016

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Page 71 of 78 Exhibit 31.3 to ULNRC06341 RULE 13a-14(a)/15d-14(a) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF UNION ELECTRIC COMPANY (required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Michael L. Moehn, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2016 of Union Electric Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: August 5, 2016

/s/ Michael L. Moehn Michael L. Moehn Chairman and President (Principal Executive Officer)

Page 72 of 78 Exhibit 31.4 to ULNRC06341 RULE 13a-14(a)/15d-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF UNION ELECTRIC COMPANY (required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Martin J. Lyons, Jr., certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2016 of Union Electric Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: August 5, 2016

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Page 73 of 78 Exhibit 31.5 to ULNRC06341 RULE 13a-14(a)/15d-14(a) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF AMEREN ILLINOIS COMPANY (required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Richard J. Mark, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2016 of Ameren Illinois Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: August 5, 2016

/s/ Richard J. Mark Richard J. Mark Chairman and President (Principal Executive Officer)

Page 74 of 78 Exhibit 31.6 to ULNRC06341 RULE 13a-14(a)/15d-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF AMEREN ILLINOIS COMPANY (required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Martin J. Lyons, Jr., certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2016 of Ameren Illinois Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: August 5, 2016

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Page 75 of 78 to ULNRC06341 Exhibit 32.1 SECTION 1350 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND THE PRINCIPAL FINANCIAL OFFICER OF AMEREN CORPORATION (required by Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the report on Form 10-Q for the quarterly period ended June 30, 2016 of Ameren Corporation (the Registrant) as filed by the Registrant with the Securities and Exchange Commission on the date hereof (the "Form 10-Q),

each undersigned officer of the Registrant does hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 5, 2016

/s/ Warner L. Baxter Warner L. Baxter Chairman, President and Chief Executive Officer (Principal Executive Officer)

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Page 76 of 78 to ULNRC06341 Exhibit 32.2 SECTION 1350 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND THE PRINCIPAL FINANCIAL OFFICER OF UNION ELECTRIC COMPANY (required by Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the report on Form 10-Q for the quarterly period ended June 30, 2016 of Union Electric Company (the Registrant) as filed by the Registrant with the Securities and Exchange Commission on the date hereof (the "Form 10-Q"),

each undersigned officer of the Registrant does hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 5, 2016

/s/ Michael L. Moehn Michael L. Moehn Chairman and President (Principal Executive Officer)

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Page 77 of 78 to ULNRC06341 Exhibit 32.3 SECTION 1350 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND THE PRINCIPAL FINANCIAL OFFICER OF AMEREN ILLINOIS COMPANY (required by Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the report on Form 10-Q for the quarterly period ended June 30, 2016 of Ameren Illinois Company (the Registrant) as filed by the Registrant with the Securities and Exchange Commission on the date hereof (the "Form 10-Q"),

each undersigned officer of the Registrant does hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 5, 2016

/s/ Richard J. Mark Richard J. Mark Chairman and President (Principal Executive Officer)

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Page 78 of 78

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