ML16348A382

Enclosure 8 - 10-Q Filed Period 9/30/2016

ML16348A382
Person / Time
Site:	Callaway
Issue date:	09/30/2016
From:	Ameren Missouri, Union Electric Co
To:	Office of Nuclear Security and Incident Response, Division of Security Operations
Shared Package
ML16348A372	List: ML16348A376 ML16348A378 ML16348A379 ML16348A380 ML16348A381 ML16348A382 ML16348A385 ML16348A388 ML16348A391 ULNRC-06341, Callaway Plant Unit 1 - Enclosure 11 - Ameren Corporation By-Laws Effective 12/11/2015 ULNRC-06341, Callaway Plant Unit 1 - Enclosure 14 - Schedule 14C Information for Union Electric Company - March 2016 ULNRC-06341, Callaway Plant Unit 1 - Enclosure 3 - 2016 Proxy Statement of Ameren Corporation ULNRC-06341, Callaway Plant Unit 1 - Enclosure 4 - 2015 Annual Report (Include 2014 Form 10-K) ULNRC-06341, Callaway Plant Unit 1 - Enclosure 5 - 10-K Filed Period 12/31/2015 ULNRC-06341, Callaway Plant Unit 1 - Enclosure 6 - 10-Q Filed Period 3/31/2016 ULNRC-06341, Callaway Plant Unit 1 - Enclosure 7 - 10-Q Filed Period 6/30/2016 ULNRC-06341, Callaway Plant Unit 1 - Enclosure 8 - 10-Q Filed Period 9/30/2016 ULNRC-06341, Callaway Plant Unit 1 - Renewed Facility Operating License NPF-30 -Foreign Ownership Control or Influence (FOCI) ULNRC-06341, Renewed Facility Operating License NPF-30 -Foreign Ownership Control or Influence (FOCI)
References
ULNRC-06341
Download: ML16348A382 (78)

Text

Enclosure 8 to ULNRC-06341 10-Q FILED PERIOD 9/30/2016

Enclosure 8 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 September 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).

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Enclosure 8 to ULNRC06341 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.

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 October 31, 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 8 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 37 Item 3. Quantitative and Qualitative Disclosures About Market Risk 58 Item 4. Controls and Procedures 59 PART II Other Information Item 1. Legal Proceedings 60 Item 1A. Risk Factors 60 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 60 Item 6. Exhibits 61 Signatures 62 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 8 to ULNRC06341 GLOSSARY OF TERMS AND ABBREVIATIONS rate update filing, and future regulatory, judicial, or legislative actions that change regulatory recovery We use the words our, we or us with respect to certain mechanisms; information that relates to Ameren, Ameren Missouri, and Ameren

• the effect of Ameren Illinois participating in a performance-Illinois, collectively. When appropriate, subsidiaries of Ameren based formula ratemaking process under the IEIMA, Corporation are named specifically as their various business including the direct relationship between Ameren Illinois' activities are discussed. Refer to the Form 10-K for a complete return on common equity and 30-year United States listing of glossary terms and abbreviations. Only new or Treasury bond yields, the related financial commitments significantly changed terms and abbreviations are included required by the IEIMA; below.

• our ability to align our overall spending, both operating and capital, with regulatory frameworks established by our Form 10-K - The combined Annual Report on Form 10-K for the regulators in an attempt to earn our allowed return on equity; year ended December 31, 2015, filed by the Ameren Companies

• the effects of changes in federal, state or local laws and with the SEC. other governmental actions, including monetary, fiscal, tax, MEEIA 2013 - Ameren Missouris portfolio of customer energy and energy policies; efficiency programs, net shared benefits, and performance

• the effects of changes in federal, state, or local tax laws, incentive for 2013 through 2015, as approved by the MoPSC in regulations, interpretations, or rates and any challenges to August 2012. the tax positions taken by the Ameren Companies; MEEIA 2016 - Ameren Missouris portfolio of customer energy

• the effects on demand for our services resulting from efficiency programs, throughput disincentive, and performance technological advances, including advances in customer incentive for March 2016 through February 2019, as approved by energy efficiency and private generation sources, which the MoPSC in February 2016. generate electricity at the site of consumption and are MoOPC - Missouri Office of Public Counsel. becoming more cost-competitive; New Madrid Smelter - Aluminum smelter located in southeast

• the effectiveness of Ameren Missouri's customer energy Missouri that was formerly owned by Noranda. Noranda sold the efficiency programs and the related revenues and New Madrid Smelter to ARG International AG in October 2016. performance incentives earned under its MEEIA plans;

• the timing of increasing capital expenditure and operating expense requirements and our ability to recover these costs FORWARD-LOOKING STATEMENTS in a timely manner;

• the cost and availability of fuel, such as coal, natural gas, Statements in this report not based on historical facts are and enriched uranium used to produce electricity; the cost considered forward-looking and, accordingly, involve risks and and availability of purchased power and natural gas for uncertainties that could cause actual results to differ materially distribution; and the level and volatility of future market from those discussed. Although such forward-looking statements prices for such commodities, including our ability to recover have been made in good faith and are based on reasonable the costs for such commodities and our customers' assumptions, there is no assurance that the expected results will tolerance for the related rate increases; be achieved. These statements include (without limitation)

• disruptions in the delivery of fuel, failure of our fuel suppliers statements as to future expectations, beliefs, plans, strategies, to provide adequate quantities or quality of fuel, or lack of objectives, events, conditions, and financial performance. In adequate inventories of fuel, including ultra-low-sulfur coal connection with the safe harbor provisions of the Private used for Ameren Missouris compliance with environmental Securities Litigation Reform Act of 1995, we are providing this regulations; cautionary statement to identify important factors that could

• the effectiveness of our risk management strategies and our cause actual results to differ materially from those anticipated. use of financial and derivative instruments; The following factors, in addition to those discussed under Risk

• the ability to obtain sufficient insurance, including insurance Factors in the Form 10-K, and elsewhere in this report and in our relating to Ameren Missouris Callaway energy center, or, in other filings with the SEC, could cause actual results to differ the absence of insurance, the ability to recover uninsured materially from management expectations suggested in such losses from our customers; forward-looking statements:

• business and economic conditions, including their impact on key customers, interest rates, collection of our receivable

• regulatory, judicial, or legislative actions, including changes balances, and demand for our products; in regulatory policies and ratemaking determinations, such

• suspended operations at the New Madrid Smelter, and the as those that may result from the complaint case filed in resulting impacts to Ameren Missouri's ability to recover its February 2015 with the FERC seeking a reduction in the revenue requirement in its July 2016 electric rate case and allowed base return on common equity under the MISO future rate cases to accurately reflect the New Madrid tariff, Ameren Missouris July 2016 electric rate case filing, Smelters actual sales volumes; Ameren Missouri's appeal of a MoPSC order that clarified

• disruptions of the capital markets, deterioration in credit the method applied to determine an input used to calculate metrics of the Ameren Companies, or other events that may its performance incentive under MEEIA 2013, Ameren have an adverse effect on the cost or availability of capital, Illinois April 2016 annual electric distribution service formula including short-term credit and liquidity; 1

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Enclosure 8 to ULNRC06341

• the actions of credit rating agencies and the effects of such which any factor, or combination of factors, may cause actual actions; results to differ materially from those contained or implied in any

• the impact of adopting new accounting guidance and the forward-looking statement. Given these uncertainties, undue application of appropriate accounting rules and guidance; 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 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 8 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 Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Operating Revenues:

Electric $ 1,725 $ 1,700 $ 4,101 $ 4,093 Gas 134 133 619 697 Total operating revenues 1,859 1,833 4,720 4,790 Operating Expenses:

Fuel 205 259 574 670 Purchased power 178 153 451 393 Gas purchased for resale 34 38 227 320 Other operations and maintenance 411 428 1,246 1,256 Provision for Callaway construction and operating license (Note 2) 69 Depreciation and amortization 211 201 628 594 Taxes other than income taxes 129 128 358 369 Total operating expenses 1,168 1,207 3,484 3,671 Operating Income 691 626 1,236 1,119 Other Income and Expense:

Miscellaneous income 18 19 54 54 Miscellaneous expense 8 5 21 22 Total other income 10 14 33 32 Interest Charges 97 87 287 264 Income Before Income Taxes 604 553 982 887 Income Taxes 233 208 356 333 Income from Continuing Operations 371 345 626 554 Income from Discontinued Operations, Net of Taxes 52 Net Income 371 345 626 606 Less: Net Income from Continuing Operations Attributable to Noncontrolling Interests 2 2 5 5 Net Income Attributable to Ameren Common Shareholders:

Continuing Operations 369 343 621 549 Discontinued Operations 52 Net Income Attributable to Ameren Common Shareholders $ 369 $ 343 $ 621 $ 601 Earnings per Common Share - Basic:

Continuing Operations $ 1.52 $ 1.42 $ 2.56 $ 2.27 Discontinued Operations 0.21 Earnings per Common Share - Basic $ 1.52 $ 1.42 $ 2.56 $ 2.48 Earnings per Common Share - Diluted:

Continuing Operations $ 1.52 $ 1.41 $ 2.56 $ 2.26 Discontinued Operations 0.21 Earnings per Common Share - Diluted $ 1.52 $ 1.41 $ 2.56 $ 2.47 Dividends per Common Share $ 0.425 $ 0.41 $ 1.275 $ 1.23 Average Common Shares Outstanding - Basic 242.6 242.6 242.6 242.6 Average Common Shares Outstanding - Diluted 242.9 243.9 243.0 243.8 The accompanying notes are an integral part of these consolidated financial statements.

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Enclosure 8 to ULNRC06341 AMEREN CORPORATION CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited) (In millions)

Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Income from Continuing Operations $ 371 $ 345 $ 626 $ 554 Other Comprehensive Income from Continuing Operations, Net of Taxes Pension and other postretirement benefit plan activity, net of income taxes of

$-, $-, $4, and $4, respectively (1) 1 4 Comprehensive Income from Continuing Operations 370 345 627 558 Less: Comprehensive Income from Continuing Operations Attributable to Noncontrolling Interests 2 2 5 5 Comprehensive Income from Continuing Operations Attributable to Ameren Common Shareholders 368 343 622 553 Comprehensive Income from Discontinued Operations Attributable to Ameren Common Shareholders 52 Comprehensive Income Attributable to Ameren Common Shareholders $ 368 $ 343 $ 622 $ 605 The accompanying notes are an integral part of these consolidated financial statements.

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Enclosure 8 to ULNRC06341 AMEREN CORPORATION CONSOLIDATED BALANCE SHEET (Unaudited) (In millions, except per share amounts)

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

Cash and cash equivalents $ 18 $ 292 Accounts receivable - trade (less allowance for doubtful accounts of $19 and $19, respectively) 543 388 Unbilled revenue 240 239 Miscellaneous accounts receivable 49 98 Materials and supplies 551 538 Current regulatory assets 107 260 Other current assets 76 88 Assets of discontinued operations 15 14 Total current assets 1,599 1,917 Property and Plant, Net 19,647 18,799 Investments and Other Assets:

Nuclear decommissioning trust fund 599 556 Goodwill 411 411 Regulatory assets 1,312 1,382 Other assets 566 575 Total investments and other assets 2,888 2,924 TOTAL ASSETS $ 24,134 $ 23,640 LIABILITIES AND EQUITY Current Liabilities:

Current maturities of long-term debt $ 431 $ 395 Short-term debt 608 301 Accounts and wages payable 513 777 Taxes accrued 159 43 Interest accrued 110 89 Customer deposits 104 100 Current regulatory liabilities 87 80 Other current liabilities 252 279 Liabilities of discontinued operations 27 29 Total current liabilities 2,291 2,093 Long-term Debt, Net 6,607 6,880 Deferred Credits and Other Liabilities:

Accumulated deferred income taxes, net 4,255 3,885 Accumulated deferred investment tax credits 56 60 Regulatory liabilities 1,974 1,905 Asset retirement obligations 636 618 Pension and other postretirement benefits 499 580 Other deferred credits and liabilities 481 531 Total deferred credits and other liabilities 7,901 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 5,550 5,616 Retained earnings 1,643 1,331 Accumulated other comprehensive loss (2) (3)

Total Ameren Corporation shareholders equity 7,193 6,946 Noncontrolling Interests 142 142 Total equity 7,335 7,088 TOTAL LIABILITIES AND EQUITY $ 24,134 $ 23,640 The accompanying notes are an integral part of these consolidated financial statements.

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Enclosure 8 to ULNRC06341 AMEREN CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (In millions)

Nine Months Ended September 30, 2016 2015 Cash Flows From Operating Activities:

Net income $ 626 $ 606 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 625 582 Amortization of nuclear fuel 63 71 Amortization of debt issuance costs and premium/discounts 17 16 Deferred income taxes and investment tax credits, net 364 318 Allowance for equity funds used during construction (20) (19)

Share-based compensation costs 17 20 Other (9) (8)

Changes in assets and liabilities:

Receivables (134) (71)

Materials and supplies (13) (23)

Accounts and wages payable (196) (172)

Taxes accrued 119 116 Regulatory assets and liabilities 146 74 Assets, other 9 17 Liabilities, other (29) (26)

Pension and other postretirement benefits (26) 29 Net cash provided by operating activities - continuing operations 1,559 1,547 Net cash used in operating activities - discontinued operations (5)

Net cash provided by operating activities 1,559 1,542 Cash Flows From Investing Activities:

Capital expenditures (1,496) (1,332)

Nuclear fuel expenditures (41) (30)

Purchases of securities - nuclear decommissioning trust fund (310) (301)

Sales and maturities of securities - nuclear decommissioning trust fund 297 290 Proceeds from note receivable - Marketing Company 12 Contributions to note receivable - Marketing Company (8)

Other (1) 7 Net cash used in investing activities - continuing operations (1,551) (1,362)

Net cash used in investing activities - discontinued operations Net cash used in investing activities (1,551) (1,362)

Cash Flows From Financing Activities:

Dividends on common stock (309) (298)

Dividends paid to noncontrolling interest holders (5) (5)

Short-term debt, net 307 69 Maturities of long-term debt (389) (114)

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

Capital issuance costs (1) (2)

Other (2)

Net cash used in financing activities - continuing operations (282) (113)

Net change in cash and cash equivalents (274) 67 Cash and cash equivalents at beginning of year 292 5 Cash and cash equivalents at end of period $ 18 $ 72 The accompanying notes are an integral part of these consolidated financial statements.

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Enclosure 8 to ULNRC06341 UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)

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

Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Operating Revenues:

Electric $ 1,144 $ 1,151 $ 2,682 $ 2,752 Gas 20 19 90 101 Other 1 1 1 2 Total operating revenues 1,165 1,171 2,773 2,855 Operating Expenses:

Fuel 205 259 574 670 Purchased power 77 29 169 87 Gas purchased for resale 6 5 33 43 Other operations and maintenance 220 233 670 673 Provision for Callaway construction and operating license (Note 2) 69 Depreciation and amortization 130 125 384 367 Taxes other than income taxes 96 97 252 262 Total operating expenses 734 748 2,082 2,171 Operating Income 431 423 691 684 Other Income and Expense:

Miscellaneous income 14 14 38 37 Miscellaneous expense 2 3 6 8 Total other income 12 11 32 29 Interest Charges 53 54 158 164 Income Before Income Taxes 390 380 565 549 Income Taxes 148 140 215 205 Net Income 242 240 350 344 Other Comprehensive Income Comprehensive Income $ 242 $ 240 $ 350 $ 344 Net Income $ 242 $ 240 $ 350 $ 344 Preferred Stock Dividends 1 1 3 3 Net Income Available to Common Shareholder $ 241 $ 239 $ 347 $ 341 The accompanying notes as they relate to Ameren Missouri are an integral part of these financial statements.

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Enclosure 8 to ULNRC06341 UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)

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

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

Cash and cash equivalents $ 1 $ 199 Advances to money pool 201 36 Accounts receivable - trade (less allowance for doubtful accounts of $7 and $7, respectively) 272 174 Accounts receivable - affiliates 20 54 Unbilled revenue 144 128 Miscellaneous accounts receivable 33 78 Materials and supplies 392 387 Current regulatory assets 47 89 Other current assets 37 41 Total current assets 1,147 1,186 Property and Plant, Net 11,294 11,183 Investments and Other Assets:

Nuclear decommissioning trust fund 599 556 Regulatory assets 514 605 Other assets 335 321 Total investments and other assets 1,448 1,482 TOTAL ASSETS $ 13,889 $ 13,851 LIABILITIES AND SHAREHOLDERS EQUITY Current Liabilities:

Current maturities of long-term debt $ 431 $ 266 Accounts and wages payable 209 417 Accounts payable - affiliates 89 56 Taxes accrued 149 31 Interest accrued 66 59 Current regulatory liabilities 11 28 Other current liabilities 116 120 Total current liabilities 1,071 977 Long-term Debt, Net 3,569 3,844 Deferred Credits and Other Liabilities:

Accumulated deferred income taxes, net 3,003 2,844 Accumulated deferred investment tax credits 54 58 Regulatory liabilities 1,211 1,172 Asset retirement obligations 630 612 Pension and other postretirement benefits 183 234 Other deferred credits and liabilities 21 28 Total deferred credits and other liabilities 5,102 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 1,824 1,822 Preferred stock 80 80 Retained earnings 1,732 1,669 Total shareholders equity 4,147 4,082 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 13,889 $ 13,851 The accompanying notes as they relate to Ameren Missouri are an integral part of these financial statements.

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Enclosure 8 to ULNRC06341 UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)

STATEMENT OF CASH FLOWS (Unaudited) (In millions)

Nine Months Ended September 30, 2016 2015 Cash Flows From Operating Activities:

Net income $ 350 $ 344 Adjustments to reconcile net income to net cash provided by operating activities:

Provision for Callaway construction and operating license 69 Depreciation and amortization 381 356 Amortization of nuclear fuel 63 71 Amortization of debt issuance costs and premium/discounts 5 5 Deferred income taxes and investment tax credits, net 159 88 Allowance for equity funds used during construction (16) (16)

Other 1 Changes in assets and liabilities:

Receivables (95) (51)

Materials and supplies (5) (26)

Accounts and wages payable (176) (177)

Taxes accrued 165 243 Regulatory assets and liabilities 60 101 Assets, other (8) 6 Liabilities, other 13 11 Pension and other postretirement benefits (8) 15 Net cash provided by operating activities 888 1,040 Cash Flows From Investing Activities:

Capital expenditures (500) (444)

Nuclear fuel expenditures (41) (30)

Purchases of securities - nuclear decommissioning trust fund (310) (301)

Sales and maturities of securities - nuclear decommissioning trust fund 297 290 Money pool advances, net (165) (250)

Other (5) (4)

Net cash used in investing activities (724) (739)

Cash Flows From Financing Activities:

Dividends on common stock (285) (490)

Dividends on preferred stock (3) (3)

Short-term debt, net (97)

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 (362) (233)

Net change in cash and cash equivalents (198) 68 Cash and cash equivalents at beginning of year 199 1 Cash and cash equivalents at end of period $ 1 $ 69 The accompanying notes as they relate to Ameren Missouri are an integral part of these financial statements.

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Enclosure 8 to ULNRC06341 AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)

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

Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Operating Revenues:

Electric $ 562 $ 540 $ 1,365 $ 1,316 Gas 114 115 530 597 Total operating revenues 676 655 1,895 1,913 Operating Expenses:

Purchased power 110 128 304 317 Gas purchased for resale 28 33 194 277 Other operations and maintenance 198 202 592 606 Depreciation and amortization 80 74 237 220 Taxes other than income taxes 30 29 98 101 Total operating expenses 446 466 1,425 1,521 Operating Income 230 189 470 392 Other Income and Expense:

Miscellaneous income 4 4 15 15 Miscellaneous expense 3 3 11 10 Total other income 1 1 4 5 Interest Charges 35 33 105 99 Income Before Income Taxes 196 157 369 298 Income Taxes 77 59 144 114 Net Income 119 98 225 184 Other Comprehensive Loss, Net of Taxes:

Pension and other postretirement benefit plan activity, net of income taxes (benefit) of $(1), $(1), $(2) and $(2), respectively (1) (3) (2)

Comprehensive Income $ 118 $ 98 $ 222 $ 182 Net Income $ 119 $ 98 $ 225 $ 184 Preferred Stock Dividends 2 2 Net Income Available to Common Shareholder $ 119 $ 98 $ 223 $ 182 The accompanying notes as they relate to Ameren Illinois are an integral part of these financial statements.

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Enclosure 8 to ULNRC06341 AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)

BALANCE SHEET (Unaudited) (In millions)

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

Cash and cash equivalents $ 3 $ 71 Accounts receivable - trade (less allowance for doubtful accounts of $12 and $12, respectively) 259 204 Accounts receivable - affiliates 13 22 Unbilled revenue 96 111 Miscellaneous accounts receivable 11 19 Materials and supplies 159 151 Current regulatory assets 59 167 Other current assets 17 15 Total current assets 617 760 Property and Plant, Net 7,285 6,848 Investments and Other Assets:

Goodwill 411 411 Regulatory assets 791 771 Other assets 98 113 Total investments and other assets 1,300 1,295 TOTAL ASSETS $ 9,202 $ 8,903 LIABILITIES AND SHAREHOLDERS EQUITY Current Liabilities:

Current maturities of long-term debt $ $ 129 Short-term debt 157 Borrowings from money pool 54 Accounts and wages payable 214 249 Accounts payable - affiliates 59 66 Taxes accrued 8 13 Interest accrued 40 28 Customer deposits 68 69 Mark-to-market derivative liabilities 21 45 Current environmental remediation 35 28 Current regulatory liabilities 56 39 Other current liabilities 99 86 Total current liabilities 811 752 Long-term Debt, Net 2,344 2,342 Deferred Credits and Other Liabilities:

Accumulated deferred income taxes, net 1,618 1,480 Accumulated deferred investment tax credits 2 2 Regulatory liabilities 761 732 Pension and other postretirement benefits 262 271 Environmental remediation 171 205 Other deferred credits and liabilities 212 222 Total deferred credits and other liabilities 3,026 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 952 825 Accumulated other comprehensive income 2 5 Total shareholders equity 3,021 2,897 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 9,202 $ 8,903 The accompanying notes as they relate to Ameren Illinois are an integral part of these financial statements.

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Enclosure 8 to ULNRC06341 AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)

STATEMENT OF CASH FLOWS (Unaudited) (In millions)

Nine Months Ended September 30, 2016 2015 Cash Flows From Operating Activities:

Net income $ 225 $ 184 Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 236 218 Amortization of debt issuance costs and premium/discounts 11 11 Deferred income taxes and investment tax credits, net 141 108 Other (8) (7)

Changes in assets and liabilities:

Receivables (36) 45 Materials and supplies (8) 3 Accounts and wages payable (17) 11 Taxes accrued 5 (10)

Regulatory assets and liabilities 75 (31)

Assets, other 11 6 Liabilities, other 6 (10)

Pension and other postretirement benefits (14) 13 Net cash provided by operating activities 627 541 Cash Flows From Investing Activities:

Capital expenditures (683) (620)

Other 4 5 Net cash used in investing activities (679) (615)

Cash Flows From Financing Activities:

Dividends on common stock (95)

Dividends on preferred stock (2) (2)

Short-term debt, net 157 (32)

Money pool borrowings, net 54 107 Maturities of long-term debt (129)

Other (1)

Net cash provided by (used in) financing activities (16) 73 Net change in cash and cash equivalents (68) (1)

Cash and cash equivalents at beginning of year 71 1 Cash and cash equivalents at end of period $ 3 $

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

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Enclosure 8 to ULNRC06341 AMEREN CORPORATION (Consolidated) Ameren also has various other subsidiaries that conduct activities UNION ELECTRIC COMPANY (d/b/a Ameren Missouri) such as the provision of 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 September 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 nine months ended September 30, 2016, to transmission system reliability within Ameren Missouri's and reflect the accretion of the estimated obligation due to the Ameren Illinois' service territories as well as evaluating passage of time, partially offset by immaterial settlements.

competitive electric transmission investment opportunities outside of these territories, including investments outside of MISO.

Share-based Compensation A summary of nonvested performance share units at September 30, 2016, and changes during the nine months ended September 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) 587,197 44.13 Forfeitures (15,949) 45.07 Vested(b) (23,114) 44.41 Nonvested at September 30, 2016 1,573,004 $ 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 8 to ULNRC06341 The fair value of each performance share unit awarded in prospectively reflected the adoption of FASB guidance related to 2016 under the 2014 Incentive Plan was determined to be employee share-based payment accounting discussed below.

$44.13, which was based on Amerens closing common share price of $43.23 at December 31, 2015, and lattice simulations. Accounting and Reporting Developments Lattice simulations are used to estimate expected share payout based on Amerens total shareholder return for a three-year Below is a summary of recently issued authoritative performance period relative to the designated peer group accounting standards relevant to the Ameren Companies.

beginning January 1, 2016. The simulations can produce a Revenue from Contracts with Customers greater fair value for the performance share unit than the December 31 applicable closing common share price because In May 2014, the FASB issued authoritative accounting they include the weighted payout scenarios in which an increase guidance that changes the criteria for recognizing revenue from a in the share price has occurred. The significant assumptions contract with a customer. The underlying principle of the used to calculate fair value also included a three-year risk-free guidance is that an entity will recognize revenue for the transfer rate of 1.31%, volatility of 15% to 20% for the peer group, and of promised goods or services to customers at an amount that Amerens attainment of a three-year average earnings per share the entity expects to be entitled to in exchange for those goods or threshold during the performance period. services. The guidance also requires additional disclosures to enable users of financial statements to understand the nature, Excise Taxes amount, timing, and uncertainty of revenue and cash flows Ameren Missouri and Ameren Illinois collect certain excise arising from contracts with customers. Entities can apply the taxes from customers that are levied on the sale or distribution of guidance retrospectively to each reporting period presented or natural gas and electricity. Excise taxes are levied on Ameren retrospectively by recording a cumulative effect adjustment to Missouris electric and natural gas businesses and on Ameren retained earnings in the period of initial adoption. The Ameren Illinois natural gas business and are recorded gross in Companies are currently assessing the impact of this guidance Operating Revenues - Electric, Operating Revenues - Gas on their results of operations, financial position, and disclosures, and Operating Expenses - Taxes other than income taxes on including their accounting for contributions in aid of construction the statement of income or the statement of income and and similar arrangements, as well as the transition method that comprehensive income. Excise taxes for electric service in Illinois they will use to adopt the guidance. The guidance will be effective are levied on the customer and are therefore not included in for the Ameren Companies in the first quarter of 2018.

Ameren Illinois revenues and expenses. The following table Amendments to the Consolidation Analysis presents excise taxes recorded in Operating Revenues -

Electric, Operating Revenues - Gas and Operating Expenses In February 2015, the FASB issued authoritative accounting

- Taxes other than income taxes for the three and nine months guidance that amends the consolidation analysis for variable ended September 30, 2016 and 2015: interest entities and voting interest entities. The new guidance Three Months Nine Months affects (1) limited partnerships, similar legal entities, and certain 2016 2015 2016 2015 investment funds, (2) the evaluation of fees paid to a decision Ameren Missouri $ 52 $ 52 $ 122 $ 127 maker or service provider as a variable interest, (3) how fee Ameren Illinois 9 9 40 42 arrangements impact the primary beneficiary determination, and Ameren $ 61 $ 61 $ 162 $ 169 (4) the evaluation of related party relationships on the primary beneficiary determination. The adoption of this guidance in the first quarter of 2016 did not impact the Ameren Companies Earnings Per Share results of operations, financial position, liquidity, or disclosures.

Basic earnings per share is computed by dividing Net Leases Income Attributable to Ameren Common Shareholders by the weighted-average number of common shares outstanding during In February 2016, the FASB issued authoritative accounting the period. Earnings per diluted share is computed by dividing guidance that will require an entity to recognize assets and Net Income Attributable to Ameren Common Shareholders by liabilities arising from a lease. Consistent with current GAAP, the the weighted-average number of diluted common shares recognition, measurement, and presentation of expenses and outstanding during the period. Earnings per diluted share reflects cash flows arising from a lease will depend primarily on its the potential dilution that would occur if certain stock-based classification as a finance or operating lease. The guidance also performance share units were settled. The number of requires additional disclosures to enable users of financial performance share units assumed to be settled was 0.3 million statements to understand the amount, timing, and uncertainty of and 0.4 million in the three and nine months ended September cash flows arising from leases. The guidance will be effective for 30, 2016, respectively, and 1.3 million and 1.2 million, the Ameren Companies in the first quarter of 2019, with an option respectively, in the year-ago periods. There were no potentially for entities to adopt early. Upon adoption, the Ameren Companies dilutive securities excluded from the earnings per diluted share will recognize and measure operating leases on their respective calculations for the three and nine months ended September 30, balance sheets at the beginning of the earliest period presented.

2016 and 2015. The calculation of diluted earnings per share The Ameren Companies are currently assessing the impact of 14 Page 17 of 77

Enclosure 8 to ULNRC06341 this guidance on their results of operations, financial position, is based on a 9.9% return on equity, a capital structure comprised statement of cash flows, and disclosures. of 51.8% equity, a rate base of $7.2 billion, and a test year ended March 31, 2016, with certain pro-forma adjustments through the Improvements to Employee Share-Based Payment Accounting true-up date of December 31, 2016. The rate request includes

$74 million that primarily relates to nearly $1.4 billion of new In March 2016, the FASB issued authoritative accounting gross electric infrastructure investments since the true-up date in guidance that simplifies the accounting for share-based payment Ameren Missouris last electric rate case. This $74 million transactions, including the income tax consequences, the includes depreciation expenses of $39 million, return on rate calculation of diluted earnings per share, the treatment of base of $25 million, and increased property taxes of $10 million.

forfeitures, the classification of awards as either equity or The rate request also includes $51 million related to reduced liabilities, and the classification on the statement of cash flows. customer sales volumes, including reductions from the Ameren determines for each performance share unit award suspended operations at the New Madrid Smelter, and $34 whether the difference between the deduction for tax purposes million related to increases in transmission charges. Other and the compensation cost recognized for financial reporting changes in expenses reflected in the rate request include purposes results in either an excess tax benefit or an excess tax decreases in pension and other post-employment benefit plan deficit. Previously, excess tax benefits were recognized in "Other expenses of $24 million and solar rebate expenses of $15 million, paid-in capital" on Amerens consolidated balance sheet, and in both of which are subject to regulatory tracking mechanisms; certain cases, excess tax deficits were recognized in Income increased net energy costs, excluding the impact of the taxes on Amerens consolidated income statement. The new suspended operations at the New Madrid Smelter and other guidance increases income statement volatility by requiring all customer sales volumes, of $23 million; and increased income excess tax benefits and deficits to be recognized in Income taxes of $15 million.

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

income from continuing operations and net income (9 cents per diluted share) during that period. Also as a result of the adoption Ameren Missouri also requested continued use of its FAC of this guidance, Ameren made an accounting policy election to and the regulatory tracking mechanisms for pension and continue to estimate the number of forfeitures expected to occur. postretirement benefits and uncertain income tax positions that The amendments in the guidance that require application using a the MoPSC previously authorized in earlier electric rate orders.

modified retrospective transition method did not impact Ameren. Additionally, Ameren Missouri requested the implementation of a Therefore, there was no cumulative-effect adjustment to retained new regulatory tracking mechanism for transmission charges and earnings recognized as of January 1, 2016. Ameren applied the revenues.

amendments in this guidance relating to classification on the statement of cash flows retrospectively. As a result, for the nine The MoPSC proceeding relating to the proposed electric months ended September 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, whether the requested regulatory tracking mechanisms will be NOTE 2 - RATE AND REGULATORY MATTERS approved, or whether any rate increase that may eventually be approved will be sufficient for Ameren Missouri to recover its Below is a summary of updates to significant regulatory costs and earn a reasonable return on its investments when the proceedings and related lawsuits. See also Note 2 - Rate and increase goes into effect.

Regulatory Matters under Part II, Item 8, of the Form 10-K. We are unable to predict the ultimate outcome of these matters, the Noranda and New Madrid Smelter timing of the final decisions of the various agencies and courts, or the impact on our results of operations, financial position, or In the first quarter of 2016, Noranda suspended operations liquidity. at the New Madrid Smelter and filed voluntary petitions for a court-supervised restructuring process under Chapter 11 of the Missouri United States Bankruptcy Code. In October 2016, Noranda sold the New Madrid Smelter to ARG International AG. As of 2016 Electric Rate Case September 30, 2016, Ameren Missouri has been paid in full for all previous electric service amounts, and expects to continue to be On July 1, 2016, Ameren Missouri filed a request with the paid in full for the minimal amount of electric service it is currently MoPSC seeking approval to increase its annual revenues for providing to the New Madrid Smelter.

electric service by $206 million. The electric rate increase request 15 Page 18 of 77

Enclosure 8 to ULNRC06341 In its April 2015 electric rate order, the MoPSC approved a Missouri Court of Appeals, Western District, which is expected to rate design that established $78 million in annual revenues, net issue a decision in 2016. If the Missouri Court of Appeals, of fuel and purchased power costs, as the New Madrid Smelters Western District, overturns the November 2015 MoPSC order, portion of Ameren Missouris revenue requirement. In 2016, as a Ameren Missouri may recognize additional revenues in excess of result of the suspended operations, actual sales volumes to the the $28 million approved by the MoPSC in November 2016.

New Madrid Smelter are significantly below the sales volumes reflected in rates. As a result, full recovery by Ameren Missouri of ATXIs Mark Twain Project its revenue requirement has not occurred and will not occur until rates are adjusted prospectively by the MoPSC in the July 2016 The Mark Twain project is a MISO-approved 95-mile electric rate case to accurately reflect the actual sales volumes to transmission line to be located in northeast Missouri. In April the New Madrid Smelter. In its July 2016 electric rate case, 2016, the MoPSC granted ATXI a certificate of convenience and Ameren Missouri is seeking to recover the April 2015 through necessity for the Mark Twain project. Before starting construction, May 2017 lost fixed costs caused by the lower sales volumes to ATXI must obtain assents for road crossings from the five New Madrid Smelter. Also, as a result of the New Madrid counties where the line will be constructed. None of the five Smelters suspended operations, Ameren Missouri is applying a county commissions approved ATXIs requests for the assents. In provision in its FAC tariff that, under certain circumstances, October 2016, ATXI filed suit in each of the five county circuit allows Ameren Missouri to retain a portion of the revenues from courts to obtain the assents. A decision from each of the county any off-system sales it makes as a result of reduced sales to the circuit courts is expected in 2017. ATXI plans to complete the smelter. The current market price of electricity is less than the project in 2018; however, delays in obtaining the assents could New Madrid Smelters electric rate, and Ameren Missouri expects delay the completion date.

market prices to remain below the New Madrid Smelters electric Illinois rate through the date that new rates in the July 2016 rate case become effective. Accordingly, this FAC-tariff provision will not IEIMA enable Ameren Missouri to fully recover its revenue requirement under current market conditions. Operations at the New Madrid Under the provisions of the IEIMA's performance-based Smelter remain suspended and Ameren Missouri is uncertain of formula rate-making framework, which currently extends through future sales to the smelter. 2019, Ameren Illinois electric distribution service rates are subject to an annual revenue requirement reconciliation to its MEEIA 2013 actual recoverable costs. Throughout each year, Ameren Illinois records a regulatory asset or a regulatory liability and a The MEEIA 2013 performance incentive allowed Ameren corresponding increase or decrease to operating revenues for Missouri an opportunity to earn additional revenues by achieving any differences between the revenue requirement reflected in certain customer energy efficiency goals, including $19 million if customer rates for that year and its estimate of the probable 100% of the goals were achieved during the three-year period, increase or decrease in the revenue requirement expected to with the potential to earn a larger performance incentive if ultimately be approved by the ICC based on that year's actual Ameren Missouris energy savings exceeded those goals. In recoverable costs incurred. As of September 30, 2016, Ameren September 2016, Ameren Missouri and the MoPSC staff filed a Illinois had recorded regulatory assets of $23 million, $66 million, stipulation agreement with the MoPSC that supported a $29 and $22 million to reflect its expected 2016 and 2015 revenue million MEEIA 2013 performance incentive. The MoOPC opposed requirement reconciliation adjustments, and the approved 2014 this stipulation agreement; however, it did not oppose the revenue requirement reconciliation adjustment, with interest, conclusion that Ameren Missouri achieved at least 100% of the respectively.

customer energy efficiency goals. As there was no challenge to the achievement of at least 100% of the customer energy In April 2016, Ameren Illinois filed with the ICC its annual efficiency goals, Ameren Missouri recognized $19 million of electric distribution service formula rate update to establish the revenue during the third quarter of 2016 related to the MEEIA revenue requirement used for 2017 rates. Pending ICC approval, 2013 performance incentive. In November 2016, the MoPSC Ameren Illinois update filing will result in a $14 million decrease approved a $28 million MEEIA 2013 performance incentive based in Ameren Illinois electric distribution service revenue on a revised stipulation agreement between Ameren Missouri, the requirement, beginning in January 2017. This update reflects an MoPSC staff, and the MoOPC. As a result, Ameren Missouri will increase to the annual formula rate based on 2015 actual costs recognize $9 million of additional revenues in the fourth quarter of and expected net plant additions for 2016, an increase to include 2016 relating to the MEEIA 2013 performance incentive. Further, the 2015 revenue requirement reconciliation adjustment, and a the revised stipulation agreement included a provision to decrease for the conclusion of the 2014 revenue requirement incorporate the results of the appeal, discussed below, regarding reconciliation adjustment, which will be fully collected from the determination of an input used to calculate the performance customers in 2016, consistent with the ICCs December 2015 incentive. annual update filing order. As of December 31, 2015, Ameren Illinois had recorded a regulatory asset of $103 million related to In November 2015, the MoPSC issued an order regarding the approved 2014 revenue requirement reconciliation the determination of an input used to calculate the performance adjustment. In October 2016, an administrative law judge issued incentive. Ameren Missouri filed an appeal of the order with the a proposed order that reflected a decrease to Ameren Illinois 16 Page 19 of 77

Enclosure 8 to ULNRC06341 electric distribution service revenue requirement of $14 million. 2016 through the September 2016 effective date of the final order An ICC decision on the revenue requirement used for 2017 rates in the November 2013 complaint case.

is expected by December 2016.

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

FERC Complaint Cases Beginning with its January 6, 2015 effective date, the incentive adder reduces any refund to customers relating to a reduction of In November 2013, a customer group filed a complaint case the allowed base return on common equity from the complaint with the FERC seeking a reduction in the allowed base return on cases discussed above and will also be applied prospectively common equity for the FERC-regulated transmission rate base from the effective date of the September 2016 FERC order, under the MISO tariff from 12.38% to 9.15%. In September 2016, resulting in a current allowed return on common equity of the FERC issued a final order in the November 2013 complaint 10.82%.

case which lowered the allowed base return on common equity to 10.32%. The order was consistent with the initial decision an As of September 30, 2016, Ameren and Ameren Illinois administrative law judge issued in December 2015 and requires recorded current regulatory liabilities of $61 million and $42 customer refunds, with interest, to be issued for the 15-month million, respectively, to reflect the expected refunds, including period ended February 2015. In addition, the new allowed base interest, associated with the reduced allowed base returns on return on common equity is reflected in rates prospectively from common equity in the September 2016 FERC order and the initial the September 2016 effective date of the order. Refunds for the decision in the February 2015 complaint case. Ameren Missouri November 2013 complaint case are expected to be issued in the did not record a liability as of September 30, 2016, as it does not first half of 2017. expect that a reduction in the FERC-allowed base return on common equity for MISO transmission owners would be material After the maximum FERC-allowed refund period for the to its results of operations, financial position, or liquidity.

November 2013 complaint case ended in February 2015, another customer complaint case was filed in February 2015. The Combined Construction and Operating License February 2015 complaint case seeks a reduction in the allowed base return on common equity for the FERC-regulated In 2008, Ameren Missouri filed an application with the NRC transmission rate base under the MISO tariff to 8.67%. In June for a COL for a second nuclear unit at Ameren Missouri's existing 2016, an administrative law judge issued an initial decision in the Callaway County, Missouri, energy center site. In 2009, Ameren February 2015 complaint case which would lower the allowed Missouri suspended its efforts to build a second nuclear unit at its base return on common equity to 9.70% and would require existing Callaway site, and the NRC suspended review of the customer refunds, with interest, to be issued for the 15-month COL application. Prior to suspending its efforts, Ameren Missouri period ended May 2016. The FERC is expected to issue a final had capitalized $69 million related to the project. Primarily order in the February 2015 complaint case in the second quarter because of changes in vendor support for licensing efforts at the of 2017. The final order in the February 2015 complaint case will NRC, Ameren Missouris assessment of long-term capacity determine the allowed base return on common equity for the 15- needs, declining costs of alternative generation technologies, and month period ended May 2016. The final order in the February the regulatory framework in Missouri, Ameren Missouri 2015 complaint case will also establish the allowed base return discontinued its efforts to license and build a second nuclear unit on common equity that will apply prospectively from its expected at its existing Callaway site. As a result of this decision, in the second quarter 2017 effective date, replacing the 10.32% allowed second quarter of 2015, Ameren and Ameren Missouri base return on common equity, which became effective in recognized a $69 million noncash pretax provision for all of the September 2016. The 12.38% allowed base return on common previously capitalized COL costs. Ameren Missouri has equity was effective for the period that began at the conclusion of withdrawn its COL application with the NRC.

the 15-month period for the February 2015 complaint case in May 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 nine months ended September 30, 2016, but were used to support commercial paper issuances and to issue letters of credit. Based on commercial paper outstanding, as well as letters of credit issued under the Credit Agreements, the aggregate amount of credit capacity available under the Credit Agreements to Ameren (parent), Ameren Missouri, and Ameren Illinois, collectively, at September 30, 2016, was $1.5 billion.

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Enclosure 8 to ULNRC06341 Commercial Paper The following table presents commercial paper outstanding as of September 30, 2016, and December 31, 2015:

2016 2015 Ameren (parent) $ 451 $ 301 Ameren Missouri Ameren Illinois 157 Ameren Consolidated $ 608 $ 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 nine months ended September 30, 2016 and 2015:

Ameren Ameren Ameren Ameren (parent) Missouri Illinois Consolidated 2016 Average daily commercial paper outstanding $ 435 $ 80 $ 48 $ 563 Weighted-average interest rate 0.81% 0.74% 0.72% 0.79%

Peak commercial paper during period(a) $ 574 $ 208 $ 195 $ 839 Peak interest rate 0.95% 0.85% 0.85% 0.95%

2015 Average daily commercial paper outstanding $ 770 $ 56 $ 6 $ 832 Weighted-average interest rate 0.56% 0.50% 0.44% 0.56%

Peak commercial paper during period(a) $ 874 $ 294 $ 48 $ 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 The Credit Agreements contain default provisions that apply The information below is a summary of the Ameren separately to each borrower; provided, however, that a default of Companies compliance with financial covenants in the Credit Ameren Missouri or Ameren Illinois under the applicable Credit Agreements. See Note 4 - Short-term Debt and Liquidity under Agreement will also be deemed to constitute a default of Ameren Part II, Item 8, in the Form 10-K for a detailed description of these under such agreement. Defaults include a cross-default resulting provisions. The Credit Agreements also contain nonfinancial from a default of such borrower under any other agreement covenants, including restrictions on the ability to incur liens, to covering outstanding indebtedness of such borrower and certain transact with affiliates, to dispose of assets, to make investments subsidiaries (other than project finance subsidiaries and in or transfer assets to its affiliates, and to merge with other nonmaterial subsidiaries) in excess of $75 million in the entities. aggregate (including under the other Credit Agreement).

However, under the default provisions of the Credit Agreements, The Credit Agreements require Ameren, Ameren Missouri, any default of Ameren under any Credit Agreement that results and Ameren Illinois to each maintain consolidated indebtedness solely from a default of Ameren Missouri or Ameren Illinois of not more than 65% of its consolidated total capitalization thereunder does not result in a cross-default of Ameren under the pursuant to a defined calculation set forth in the agreements. As other Credit Agreement. Further, the Credit Agreement default of September 30, 2016, the ratios of consolidated indebtedness provisions provide that an Ameren default under any of the Credit to consolidated total capitalization, calculated in accordance with Agreements does not constitute a default by Ameren Missouri or the provisions of the Credit Agreements, were 51%, 48%, and Ameren Illinois.

46% for Ameren, Ameren Missouri, and Ameren Illinois, respectively. In addition, under the Credit Agreements, if Ameren None of the Ameren Companies' credit agreements or does not have a senior long-term unsecured credit rating of at financing arrangements contain credit rating triggers that would least Baa3 from Moodys or BBB- from S&P, Ameren is required cause a default or acceleration of repayment of outstanding to maintain a ratio of consolidated funds from operations plus balances. The Ameren Companies were in compliance with the interest expense to consolidated interest expense of at least 2.0 covenants in their credit agreements at September 30, 2016.

to 1.0. As of September 30, 2016, Amerens senior long-term unsecured credit rating exceeded the minimum rating requirements; therefore, the interest coverage requirement was not applicable. Failure of a borrower to satisfy a financial covenant constitutes an immediate default under the applicable Credit Agreement.

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Enclosure 8 to ULNRC06341 Money Pools utility money pool or remit funds from other external sources. The availability of funds is also determined by funding requirement Ameren has money pool agreements with and among its limits established by regulatory authorizations. Participants subsidiaries to coordinate and provide for certain short-term cash receiving a loan under the utility money pool must repay the and working capital requirements. principal amount of such loan, together with accrued interest. The rate of interest depends on the composition of internal and Ameren Missouri, Ameren Illinois, and ATXI may participate external funds in the utility money pool. The average interest rate in the utility money pool as both lenders and borrowers. Ameren for borrowing under the utility money pool for the three and nine (parent) and Ameren Services may participate in the utility money months ended September 30, 2016, was 0.53% and 0.54%,

pool only as lenders. Surplus internal funds are contributed to the respectively (2015 - 0.10% and 0.09%, respectively).

utility money pool from participants. The primary sources of external funds for the utility money pool are the Credit See Note 8 - Related Party Transactions for the amount of Agreements and the commercial paper programs. The total interest income and expense from the money pool arrangements amount available to the money pool participants from the utility recorded by the Ameren Companies for the nine months ended money pool at any given time is reduced by the amount of September 30, 2016 and 2015.

borrowings made by participants, but is increased to the extent that the money pool participants advance surplus funds to the NOTE 4 - LONG-TERM DEBT AND EQUITY FINANCINGS Ameren Missouri In February 2016, Ameren Missouri's $260 million of 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 commercial paper borrowings.

Ameren Illinois In June 2016, Ameren Illinois $54 million of 6.20% senior secured notes and $75 million of 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 September 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 $ 3,838 105.9 $ 2,357 Ameren Illinois 7.3 3,942 (d) 3.0 203 (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 acceleration upon default of the maturity of any Ameren any quantitative financial covenants. The indenture does, indebtedness in excess of $25 million under any indebtedness however, include certain cross-default provisions. Specifically, agreement, including borrowings under the Credit Agreements or either (1) the failure by Ameren to pay when due and upon the Ameren commercial paper program, constitutes a default expiration of any applicable grace period any portion of any under the indenture, unless such past due or accelerated debt is Ameren indebtedness in excess of $25 million or (2) the discharged or the acceleration is rescinded or annulled within a 19 Page 22 of 77

Enclosure 8 to ULNRC06341 specified period. payments on its common stock to be based on ratios of common stock to total capitalization and other provisions related to certain Ameren Missouri and Ameren Illinois and certain other operating expenses and accumulations of earned surplus.

Ameren subsidiaries are subject to Section 305(a) of the Federal Ameren Illinois committed to the FERC to maintain a minimum of Power Act, which makes it unlawful for any officer or director of a 30% equity in its capital structure. As of September 30, 2016, public utility, as defined in the Federal Power Act, to participate in Ameren Illinois had 51% equity in its capital structure.

the making or paying of any dividend from any funds properly included in capital account. The FERC has consistently In order for the Ameren Companies to issue securities in the interpreted the provision to allow dividends to be paid as long as future, we have to comply with all applicable requirements in (1) the source of the dividends is clearly disclosed, (2) the effect at the time of any such issuances.

dividends are not excessive, and (3) there is no self-dealing on the part of corporate officials. At a minimum, Ameren believes Off-Balance-Sheet Arrangements that dividends can be paid by its subsidiaries that are public At September 30, 2016, none of the Ameren Companies utilities from retained earnings. In addition, under Illinois law, had off-balance-sheet financing arrangements, other than Ameren Illinois may not pay any dividend on its stock unless, operating leases entered into in the ordinary course of business, among other things, its earnings and earned surplus are sufficient letters of credit, and Ameren parent guarantee arrangements on to declare and pay a dividend after provision is made for behalf of its subsidiaries. None of the Ameren Companies expect reasonable and proper reserves, or unless Ameren Illinois has to engage in any significant off-balance-sheet financing specific authorization from the ICC.

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 three and nine months ended September 30, 2016 and 2015:

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

Miscellaneous income:

Allowance for equity funds used during construction $ 7 $ 8 $ 20 $ 19 Interest income on industrial development revenue bonds 7 7 20 20 Interest income 3 4 11 12 Other 1 3 3 Total miscellaneous income $ 18 $ 19 $ 54 $ 54 Miscellaneous expense:

Donations $ 1 $ $ 8 $ 10 Other 7 5 13 12 Total miscellaneous expense $ 8 $ 5 $ 21 $ 22 Ameren Missouri:

Miscellaneous income:

Allowance for equity funds used during construction $ 6 $ 7 $ 16 $ 16 Interest income on industrial development revenue bonds 7 7 20 20 Interest income 1 1 1 Other 1 Total miscellaneous income $ 14 $ 14 $ 38 $ 37 Miscellaneous expense:

Donations $ $ $ 2 $ 3 Other 2 3 4 5 Total miscellaneous expense $ 2 $ 3 $ 6 $ 8 20 Page 23 of 77

Enclosure 8 to ULNRC06341 Three Months Nine Months 2016 2015 2016 2015 Ameren Illinois:

Miscellaneous income:

Allowance for equity funds used during construction $ 1 $ 1 $ 4 $ 3 Interest income 2 3 9 10 Other 1 2 2 Total miscellaneous income $ 4 $ 4 $ 15 $ 15 Miscellaneous expense:

Donations $ 1 $ $ 6 $ 4 Other 2 3 5 6 Total miscellaneous expense $ 3 $ 3 $ 11 $ 10 (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 September 30, 2016, and December 31, 2015. As of September 30, 2016, these contracts extended through October 2018, March 2021, May 2032, and February 2020 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) 25 (b) 25 35 (b) 35 Natural gas (in mmbtu) 26 128 154 30 151 181 Power (in megawatthours) 1 9 10 1 10 11 Uranium (pounds in thousands) 445 (b) 445 494 (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 September 30, 2016, upon physical delivery. and December 31, 2015, all contracts that met the definition of a derivative and are not eligible for the NPNS exception received If we determine that a contract meets the definition of a regulatory deferral.

derivative and is not eligible for the NPNS exception, we review the contract to determine whether the resulting gains or losses Authoritative accounting guidance permits companies to qualify for regulatory deferral. Derivative contracts that qualify for offset fair value amounts recognized for the right to reclaim cash 21 Page 24 of 77

Enclosure 8 to ULNRC06341 collateral (a receivable) or the obligation to return cash collateral Companies did not elect to adopt this guidance for any eligible (a liability) against fair value amounts recognized for derivative derivative instruments.

instruments that are executed with the same counterparty under a master netting arrangement or similar agreement. The Ameren 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 September 30, 2016, and December 31, 2015:

Ameren Ameren Balance Sheet Location Missouri Illinois Ameren 2016 Fuel oils Other assets $ 1 $ $ 1 Natural gas Other current assets 2 2 Other assets 1 1 Power Other current assets 11 11 Total assets (a) $ 12 $ 3 $ 15 Fuel oils Other current liabilities $ 8 $ $ 8 Other deferred credits and liabilities 1 1 Natural gas MTM derivative liabilities (b) 9 (b)

Other current liabilities 3 12 Other deferred credits and liabilities 6 9 15 Power MTM derivative liabilities (b) 12 (b)

Other current liabilities 2 14 Other deferred credits and liabilities 160 160 Uranium Other current liabilities 2 2 Other deferred credits and liabilities 3 3 Total liabilities (c) $ 25 $ 190 $ 215 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) 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) 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 77

Enclosure 8 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 September 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 $ 12 $ 2 $ $ 10 Ameren Illinois 3 2 1 Ameren $ 15 $ 4 $ $ 11 Liabilities:

Ameren Missouri $ 25 $ 2 $ 5 $ 18 Ameren Illinois 190 2 188 Ameren $ 215 $ 4 $ 5 $ 206 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 September 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 our credit ratings were downgraded, 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 September 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 September 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 $ 69 $ 2 $ 60 Ameren Illinois 53 46 Ameren $ 122 $ 2 $ 106 (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 77

Enclosure 8 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 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 September 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 Fuel oils $ 1 $ Option model Volatilities(%)(b) 25 - 38 26 Discounted cash flow Counterparty credit risk(%)(c)(d) 0.22 (e)

Ameren Missouri credit risk(%)(c)(d) 0.38 (d)

Power(f) 11 (174) Discounted cash flow Average forward peak and off-peak pricing - 25 - 42 29 forwards/swaps ($/MWh)(g)

Estimated auction price for FTRs ($/MW)(b) (253) - 3,593 31 Nodal basis ($/MWh)(g) (6) - 0 (2)

Ameren 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 (5) Option model Volatilities (%)(b) 20 (e)

Discounted cash flow Average forward uranium pricing ($/pound)(b) 22 - 26 24 Ameren Missouri credit risk (%)(c)(d) 0.38 (e) 24 Page 27 of 77

Enclosure 8 to ULNRC06341 Fair Value Weighted Assets Liabilities Valuation Technique(s) Unobservable Input Range Average 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 September 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 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 nine months of 2016 or 2015. At September 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.

25 Page 28 of 77

Enclosure 8 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 September 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):

Fuel oils $ $ $ 1 $ 1 Natural gas $ $ 3 $ $ 3 Power 11 11 Total derivative assets - commodity contracts $ $ 3 $ 12 $ 15 Nuclear decommissioning trust fund:

Cash and cash equivalents $ 3 $ $ $ 3 Equity securities:

U.S. large capitalization 393 393 Debt securities:

U.S. treasury and agency securities 120 120 Corporate bonds 64 64 Other 17 17 Total nuclear decommissioning trust fund $ 396 $ 201 $ $ 597 (b)

Total Ameren $ 396 $ 204 $ 12 $ 612 Ameren Derivative assets - commodity contracts(a):

Missouri Fuel oils $ $ $ 1 $ 1 Power 11 11 Total derivative assets - commodity contracts $ $ $ 12 $ 12 Nuclear decommissioning trust fund:

Cash and cash equivalents $ 3 $ $ $ 3 Equity securities:

U.S. large capitalization 393 393 Debt securities:

U.S. treasury and agency securities 120 120 Corporate bonds 64 64 Other 17 17 Total nuclear decommissioning trust fund $ 396 $ 201 $ $ 597 (b)

Total Ameren Missouri $ 396 $ 201 $ 12 $ 609 Ameren Derivative assets - commodity contracts(a):

Illinois Natural gas $ $ 3 $ $ 3 Liabilities:

Ameren Derivative liabilities - commodity contracts(a):

Fuel oils $ 9 $ $ $ 9 Natural gas 27 27 Power 174 174 Uranium 5 5 Total Ameren $ 9 $ 27 $ 179 $ 215 Ameren Derivative liabilities - commodity contracts(a):

Missouri Fuel oils $ 9 $ $ $ 9 Natural gas 9 9 Power 2 2 Uranium 5 5 Total Ameren Missouri $ 9 $ 9 $ 7 $ 25 Ameren Derivative liabilities - commodity contracts(a):

Illinois Natural gas $ $ 18 $ $ 18 Power 172 172 Total Ameren Illinois $ $ 18 $ 172 $ 190 (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.

26 Page 29 of 77

Enclosure 8 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.

27 Page 30 of 77

Enclosure 8 to ULNRC06341 All costs related to financial assets and liabilities classified as Level 3 in the fair value hierarchy are expected to be recoverable through customer rates; therefore, there is no impact to net income resulting from changes in the fair value of these instruments. For the three and nine months ended September 30, 2016 and 2015, the balances and changes in the fair value of Level 3 financial assets and liabilities associated with fuel oils, natural gas, and uranium were immaterial.

The following table summarizes the changes in the fair value of power financial assets and liabilities classified as Level 3 in the fair value hierarchy:

Net derivative commodity contracts Ameren Ameren Missouri Illinois Ameren For the three months ended September 30, 2016 Beginning balance at July 1, 2016 $ 14 $ (169) $ (155)

Realized and unrealized gains (losses) included in regulatory assets/liabilities (6) (6)

Settlements (5) 3 (2)

Ending balance at September 30, 2016 $ 9 $ (172) $ (163)

Change in unrealized gains (losses) related to assets/liabilities held at September 30, 2016 $ $ (2) $ (2)

For the three months ended September 30, 2015 Beginning balance at July 1, 2015 $ 27 $ (165) $ (138)

Realized and unrealized gains (losses) included in regulatory assets/liabilities 2 (8) (6)

Settlements (7) 3 (4)

Ending balance at September 30, 2015 $ 22 $ (170) $ (148)

Change in unrealized gains (losses) related to assets/liabilities held at September 30, 2015 $ 1 $ (7) $ (6)

For the nine months ended September 30, 2016 Beginning balance at January 1, 2016 $ 16 $ (170) $ (154)

Realized and unrealized gains (losses) included in regulatory assets/liabilities (4) (13) (17)

Purchases 13 13 Settlements (16) 11 (5)

Ending balance at September 30, 2016 $ 9 $ (172) $ (163)

Change in unrealized gains (losses) related to assets/liabilities held at September 30, 2016 $ $ (7) $ (7)

For the nine months ended September 30, 2015 Beginning balance at January 1, 2015 $ 9 $ (142) $ (133)

Realized and unrealized gains (losses) included in regulatory assets/liabilities (37) (37)

Purchases 29 29 Settlements (16) 9 (7)

Ending balance at September 30, 2015 $ 22 $ (170) $ (148)

Change in unrealized gains (losses) related to assets/liabilities held at September 30, 2015 $ 1 $ (35) $ (34)

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. For the three and nine months ended September 30, 2016 and 2015, there were no material transfers between Level 1 and Level 2, Level 1 and Level 3, or Level 2 and Level 3 related to derivative commodity contracts.

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 September 30, 2016, and December 31, 2015:

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Enclosure 8 to ULNRC06341 September 30, 2016 December 31, 2015 Carrying Fair Carrying Fair Amount Value Amount Value Ameren:

Long-term debt and capital lease obligations (including current portion) $ 7,038 $ 7,971 $ 7,275 $ 7,814 Preferred stock(a) 142 131 142 125 Ameren Missouri:

Long-term debt and capital lease obligations (including current portion) $ 4,000 $ 4,551 $ 4,110 $ 4,449 Preferred stock 80 79 80 75 Ameren Illinois:

Long-term debt (including current portion) $ 2,344 $ 2,682 $ 2,471 $ 2,665 Preferred stock 62 52 62 50 (a) Preferred stock is recorded in Noncontrolling Interests on the consolidated balance sheet.

NOTE 8 - RELATED PARTY TRANSACTIONS Electric Power Supply Agreements Ameren (parent) and its subsidiaries have engaged in, and may in the future engage in, affiliate transactions in the normal In April and September 2016, Ameren Illinois conducted course of business. These transactions primarily consist of power procurement events, administered by the IPA, to purchase purchases and sales, services received or rendered, and energy products. Ameren Missouri was among the winning borrowings and lendings. suppliers in these events. As a result, in April 2016, Ameren Missouri and Ameren Illinois entered into an energy product Transactions between affiliates are reported as agreement by which Ameren Missouri agreed to sell, and Ameren intercompany transactions on their respective financial Illinois agreed to purchase, 375,200 megawatthours at an statements but are eliminated in consolidation for Amerens average price of $34.71 per megawatthour during the period of financial statements. For a discussion of our material related June 1, 2017, through September 30, 2018. In September 2016, party agreements, see Note 14 - Related Party Transactions Ameren Missouri and Ameren Illinois entered into an energy under Part II, Item 8, of the Form 10-K and the money pool product agreement by which Ameren Missouri agreed to sell, and arrangements discussed in Note 3 - Short-term Debt and Ameren Illinois agreed to purchase, 82,800 megawatthours at an Liquidity of this report. average price of $34.35 per megawatthour during the period of May 1, 2017, through September 30, 2018.

The following table presents the impact on Ameren Missouri and Ameren Illinois of related party transactions for the three and nine months ended September 30, 2016 and 2015:

Three Months Nine Months Income Statement Ameren Ameren Ameren Ameren Agreement Line Item Missouri Illinois Missouri Illinois Ameren Missouri power supply Operating Revenues 2016 $ 9 $ (a) $ 21 $ (a) agreements with Ameren Illinois 2015 4 (a) 9 (a)

Ameren Missouri and Ameren Illinois Operating Revenues 2016 5 1 18 3 rent and facility services 2015 6 1 19 3 Ameren Missouri and Ameren Illinois Operating Revenues 2016 1 (b) 1 (b) miscellaneous support services 2015 1 (b) 2 (b)

Total Operating Revenues 2016 $ 15 $ 1 $ 40 $ 3 2015 11 1 30 3 Ameren Illinois power supply Purchased Power 2016 $ (a) $ 9 $ (a) $ 21 agreements with Ameren Missouri 2015 (a) 4 (a) 9 Ameren Illinois transmission Purchased Power 2016 (a) 1 (a) 2 services with ATXI 2015 (a) 1 (a) 2 Total Purchased Power 2016 $ (a) $ 10 $ (a) $ 23 2015 (a) 5 (a) 11 Ameren Services support services Other Operations and Maintenance 2016 $ 30 $ 29 $ 96 $ 90 agreement 2015 30 28 96 87 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.

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Enclosure 8 to ULNRC06341 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 September 30, 2016. The property coverage and the nuclear liability coverage renewal dates are 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.

(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.

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Enclosure 8 to ULNRC06341 Other Obligations emissions from power plants; a regulation governing management and storage of CCR; the MATS, which require In order to supply a portion of the fuel requirements of reduction of emissions of mercury, toxic metals, and acid gases Ameren Missouris energy centers, Ameren Missouri has entered from power plants; revised NSPS for particulate matter, SO2, and into various long-term commitments for the procurement of coal, NOx emissions from new sources; new effluent standards natural gas, nuclear fuel, and methane gas. Additionally, Ameren applicable to wastewater discharges from power plants; and new Missouri and Ameren Illinois have entered into various long-term regulations under the Clean Water Act that could require commitments for purchased power and natural gas for significant capital expenditures, such as modifications to water distribution. At September 30, 2016, total obligations related to intake structures at Ameren Missouris energy centers. The EPA commitments for coal, natural gas, nuclear fuel, purchased also periodically reviews and revises national ambient air quality power, methane gas, equipment, and meter reading services, standards, including those standards associated with emissions among other agreements, at Ameren, Ameren Missouri, and from power plants, such as particulate matter, ozone, SO2 and Ameren Illinois were $4,328 million, $2,428 million, and $1,859 NOx. Certain of these new regulations are being or are likely to be million, respectively. For additional information regarding our challenged through litigation, so their ultimate implementation, as obligations and commitments at December 31, 2015, see Note 15 well as the timing of any such implementation, is uncertain.

- Commitments and Contingencies under Part II, Item 8 of the Although many details of future regulations are unknown, the Form 10-K. individual or combined effects of new environmental regulations could result in significant capital expenditures and increased In April and September 2016, Ameren Illinois conducted operating costs for Ameren and Ameren Missouri. Compliance procurement events, administered by the IPA, to purchase energy with all of these environmental laws and regulations could be products and capacity through May 31, 2019. In the April prohibitively expensive, result in the closure or alteration of the procurement event, Ameren Illinois contracted to purchase operation of some of Ameren Missouris energy centers, or approximately 3,609,800 megawatthours of energy products for require capital investment. Ameren and Ameren Missouri expect

$105 million from June 1, 2016, through May 31, 2019. In the that these costs would be recoverable through rates, subject to September procurement event, Ameren Illinois contracted to MoPSC prudence review, but the nature and timing of costs and purchase approximately 2,229,800 megawatthours of energy their recovery could result in regulatory lag. As of December 31, products for $71 million from October 1, 2016, through May 31, 2015, Ameren Missouris energy centers that emit CO2 2019. In addition, in the September procurement event, Ameren represented approximately 20% and 35% of Amerens and Illinois contracted to purchase 1,854 MWs of capacity for $96 Ameren Missouris rate base, respectively.

million from June 1, 2017, through May 31, 2019. The results of both procurement events are included in Amerens and Ameren Ameren Missouri's current plan for compliance with existing Illinois obligations discussed above. See Note 8 - Related Party environmental regulations for air emissions includes burning Transactions for additional information regarding energy product ultra-low-sulfur coal and installing new or optimizing existing agreements between Ameren Missouri and Ameren Illinois as a pollution control equipment. Ameren and Ameren Missouri result of these procurement events. estimate that they will need to make capital expenditures of $600 million to $700 million in the aggregate from 2016 through 2020 in Environmental Matters order to comply with existing environmental regulations. Ameren Missouri may be required to install additional air emissions We are subject to various environmental laws and controls beyond 2020. This estimate of capital expenditures regulations enforced by federal, state, and local authorities. Such includes expenditures required for the CCR regulations, the requirements can impact the siting, development and operation of Clean Water Act rule applicable to cooling water intake structures new and existing generation, transmission, distribution and at existing power plants, and the Clean Water Act effluent natural gas storage facilities. Such requirements can encompass limitation guidelines applicable to steam electric generating units, emissions, discharges to water, water usage, impacts to air, land, all of which are discussed below. This estimate does not include and water, and chemical and waste handling. Complex and the potential impacts of the Clean Power Plan discussed below.

lengthy approval processes are required to obtain, modify or The actual amount of capital expenditures required to comply renew permits and licenses for new or existing facilities.

with existing environmental regulations may vary substantially Additionally, the use and handling of various chemicals or from the above estimate due to uncertainty as to the precise hazardous materials at some of our facilities require release compliance strategies that will be used and their ultimate cost, prevention plans and emergency response procedures.

among other things.

The EPA has promulgated several environmental regulations The following sections describe the more significant new that will have a significant impact on the electric utility industry.

environmental laws and rules and environmental enforcement Over time, compliance with these regulations could be costly for and remediation matters that affect or could affect our operations.

Ameren Missouri, which operates coal-fired power plants.

Significant new rules include the regulation of CO2 emissions Clean Air Act from existing power plants through the Clean Power Plan and from new power plants through the revised NSPS; the CSAPR, Federal and state laws require significant reductions in SO2 which requires further reductions of SO2 emissions and NOx and NOx through either emission source reductions or the use 31 Page 34 of 77

Enclosure 8 to ULNRC06341 and retirement of emission allowances. The first phase of the establish separate emissions limits for new natural-gas-fired CSAPR emission reduction requirements became effective in combined cycle plants and new coal-fired plants.

2015 and the second phase of emission reduction requirements, which were revised by the EPA in September 2016, will become Federal and state legislation or regulations that mandate effective in 2017; additional emission reduction requirements may limits on the emission of CO2 may result in significant increases apply in subsequent years. To achieve compliance with the in capital expenditures and operating costs, which could lead to CSAPR, Ameren Missouri burns ultra-low-sulfur coal, operates increased liquidity needs and higher financing costs. Mandatory two scrubbers at its Sioux energy center, and optimizes other limits on the emission of CO2 could increase costs for Ameren existing pollution control equipment. Ameren Missouri does not Missouris customers or have a material adverse effect on expect to make additional capital investments to comply with the Ameren's and Ameren Missouri's results of operations, financial 2017 CSAPR requirements. However, Ameren Missouri expects position, and liquidity if regulators delay or deny recovery in rates to incur additional costs to lower its emissions at one or more of of these compliance costs. The cost of Ameren Illinois purchased its energy centers to comply with the CSAPR in future years. power and gas purchased for resale could increase. However, These higher costs are expected to be recovered from customers Ameren Illinois expects these costs would be recovered from through the FAC or higher base rates. customers with no material adverse effect on its results of operations, financial position, or liquidity. Ameren's and Ameren CO2 Emissions Standards Missouri's earnings might benefit from increased investment to comply with CO2 emission limitations to the extent that the The Clean Power Plan, which sets forth CO2 emissions investments are reflected and recovered on a timely basis in standards applicable to existing power plants, was issued by the rates charged to customers.

EPA in August 2015 but stayed by the United States Supreme Court in February 2016, pending the outcome of various legal NSR and Clean Air Litigation challenges, as discussed below.

In January 2011, the Department of Justice, on behalf of the If upheld, the Clean Power Plan would require Missouri and EPA, filed a complaint against Ameren Missouri in the United Illinois to reduce CO2 emissions from power plants within their States District Court for the Eastern District of Missouri. The states significantly below 2005 levels by 2030. The rule contains complaint, as amended in October 2013, alleges that in interim compliance periods commencing in 2022 that would performing projects at its Rush Island coal-fired energy center in require each state to demonstrate progress in achieving its CO2 2007 and 2010, Ameren Missouri violated provisions of the Clean emissions reduction target. Ameren continues to evaluate the Air Act and Missouri law. A trial was held in the third quarter of Clean Power Plan's potential impacts to its operations, including 2016. It is not certain when a final decision will be reached in this those related to electric system reliability, and to its level of case, and subsequent appeals are likely. Ameren Missouri investment in customer energy efficiency programs, renewable believes its defenses are meritorious and is defending itself energy, and other forms of generation. Significant uncertainty vigorously. However, there can be no assurances that it will be exists regarding the impact of the Clean Power Plan, as its successful in its efforts.

implementation will depend upon plans to be developed by the states. Numerous legal challenges are pending, which could The ultimate resolution of this matter could have a material result in the rule being declared invalid or the nature and timing of adverse effect on the results of operations, financial position, and CO2 emissions reductions being revised. All implementation liquidity of Ameren and Ameren Missouri. A resolution of this requirements are deferred until such time as these legal matter could result in increased capital expenditures for the challenges are concluded. A decision by the District of Columbia installation of pollution control equipment and increased Circuit Court of Appeals is expected to be issued in 2017, and operations and maintenance expenses. We are unable to predict subsequent appeals to the United States Supreme Court are the ultimate resolution of this matter or the costs that might be likely. We cannot predict the outcome of such legal challenges or incurred.

their impact on our results of operations, financial position, or liquidity. If the rule is ultimately upheld and implemented in Clean Water Act substantially similar form to the rule when issued, compliance In 2014, the EPA issued its final rule applicable to cooling measures could result in the closure or alteration of the operation water intake structures at existing power plants. The rule requires of some of Ameren Missouris coal and natural-gas-fired energy a case-by-case evaluation and plan for reducing aquatic centers, which could result in increased operating costs and organisms impinged on the facilitys intake screens or entrained require Ameren Missouri to make new or accelerated capital through the plant's cooling water system. Additionally, in 2015, expenditures. Ameren Missouri expects substantially all of these the EPA issued its final rule to revise the effluent limitation increased costs to be recoverable, subject to MoPSC prudence guidelines applicable to steam electric generating units. Effluent review, through higher rates to customers, which could be limitation guidelines are national standards for water discharges significant.

that are based on the effectiveness of available control In 2015, the EPA also issued final regulations that set CO2 technology. The EPA's rule prohibits effluent discharges of certain emissions standards for new power plants. These new standards waste streams and imposes more stringent limitations on certain components in water discharges from power plants. All of Ameren Missouris coal-fired and nuclear energy centers are subject to 32 Page 35 of 77

Enclosure 8 to ULNRC06341 the cooling water intake structures rule and all of Ameren groundwater is encountered, regulatory changes, local Missouris coal-fired energy centers are subject to the effluent ordinances, and site accessibility. The actual costs may vary limitations rule. Implementation of both rules will occur during the substantially from these estimates.

renewal process of each energy centers water discharge permit, which will occur between 2018 and 2023. The rules could have Ameren Missouri participated in the investigation of various an adverse effect on Amerens and Ameren Missouris results of sites known as Sauget Area 2 located in Sauget, Illinois. In 2000, operations, financial position, and liquidity if their implementation the EPA notified Ameren Missouri and numerous other requires extensive modifications to the cooling water systems and companies that former landfills and lagoons at those sites may water discharge systems at Ameren Missouris energy centers contain soil and groundwater contamination. From about 1926 and if those investments are not recovered on a timely basis in until 1976, Ameren Missouri operated an energy center adjacent electric rates charged to Ameren Missouris customers. to Sauget Area 2. Ameren Missouri currently owns a parcel of property at Sauget Area 2 that was once used by others as a Ash Management landfill.

In 2015, the EPA issued regulations regarding the In December 2013, the EPA issued its record of decision for management and disposal of CCR. These regulations affect CCR Sauget Area 2 approving the investigation and the remediation disposal and handling costs at Ameren Missouri's energy centers. actions recommended by the potentially responsible parties.

The regulations allow for the management of CCR as a solid Further negotiation among the potentially responsible parties will waste, as well as for its continued beneficial uses, which could determine how to fund the implementation of the EPA-approved reduce the amount to be disposed. The regulations also establish cleanup remedies. As of September 30, 2016, Ameren Missouri criteria regarding the structural integrity, location, groundwater estimated its obligation related to Sauget Area 2 at $1 million to monitoring, and operation of CCR impoundments and landfills. $2.5 million. Ameren Missouri recorded a liability of $1 million to They require closure of impoundments if the criteria are not represent its estimated minimum obligation for this site, as no achieved. Ameren Missouri's capital expenditure plan includes other amount within the range was a better estimate.

the cost of constructing landfills as part of its environmental compliance plan. The new regulations do not apply to ash ponds Our operations or those of our predecessor companies at plants no longer in operation. involve the use of, disposal of, and in appropriate circumstances, the cleanup of substances regulated under environmental laws.

Remediation We are unable to determine whether such practices will result in future environmental commitments or will affect our results of The Ameren Companies are involved in a number of operations, financial position, or liquidity.

remediation actions to clean up sites impacted by the use or disposal of materials containing hazardous substances. Federal Ameren Missouri Municipal Taxes and state laws can require responsible parties to fund remediation actions regardless of their degree of fault, the legality The cities of Creve Coeur and Winchester, Missouri, on of original disposal, or the ownership of a disposal site. Ameren behalf of themselves and other municipalities in Ameren Missouri and Ameren Illinois have each been identified by federal Missouris service area, filed a class action lawsuit in November or state governments as a potentially responsible party at several 2011, against Ameren Missouri in the Circuit Court of St. Louis contaminated sites. County, Missouri. The lawsuit alleges that Ameren Missouri failed to collect and pay gross receipts taxes or license fees on certain As of September 30, 2016, Ameren Illinois owned or was revenues, including revenues from wholesale power and otherwise responsible for 44 former MGP sites in Illinois, which interchange sales. Ameren and Ameren Missouri recorded are in various stages of investigation, evaluation, remediation, immaterial liabilities on their respective balance sheets as of and closure. Ameren Illinois estimates it could substantially September 30, 2016, and December 31, 2015, representing their conclude remediation efforts by 2025. The ICC allows Ameren estimate of the probable loss due as a result of this lawsuit.

Illinois to recover remediation and litigation costs associated with Ameren and Ameren Missouri believe there is a remote possibility its former MGP sites from its electric and natural gas utility that a liability relating to this lawsuit could be material to Ameren customers through environmental adjustment rate riders. Costs and Ameren Missouris results of operations, financial position, are subject to annual review by the ICC. As of September 30, and liquidity. Ameren Missouri believes its defenses are 2016, Ameren Illinois estimated the obligation related to these meritorious and is defending itself vigorously. However, there can former MGP sites at $204 million to $274 million. Ameren and be no assurances that Ameren Missouri will be successful in its Ameren Illinois recorded a liability of $204 million to represent the efforts.

estimated minimum obligation for these sites, as no other amount within the range was a better estimate. NOTE 10 - CALLAWAY ENERGY CENTER The scope of the remediation activities at these former MGP Under the NWPA, the DOE is responsible for disposing of sites may increase as remediation efforts continue. Considerable spent nuclear fuel from the Callaway energy center and other uncertainty remains in these estimates because many site- commercial nuclear energy centers. Under the NWPA, Ameren specific factors can influence the ultimate actual costs, including and other utilities that own and operate those energy centers are unanticipated underground structures, the degree to which responsible for paying the disposal costs. The NWPA established 33 Page 36 of 77

Enclosure 8 to ULNRC06341 the fee that these utilities pay the federal government for which include decontamination, dismantling, and site restoration disposing of the spent nuclear fuel at one mill, or one-tenth of one costs, over the expected life of the nuclear energy center.

cent, for each kilowatthour generated and sold by those plants. Amounts collected from customers are deposited into the The NWPA also requires the DOE to review the nuclear waste external nuclear decommissioning trust fund to provide for the fee annually against the cost of the nuclear waste disposal Callaway energy centers decommissioning. It is assumed that program and to propose to the United States Congress any fee the Callaway energy center site will be decommissioned through adjustment necessary to offset the costs of the program. As the immediate dismantlement method and removed from service.

required by the NWPA, Ameren Missouri and other utilities have Ameren and Ameren Missouri have recorded an ARO for the entered into standard contracts with the DOE. Consistent with the Callaway energy center decommissioning costs at fair value, NWPA and its standard contract, which stated that the DOE which represents the present value of estimated future cash would begin to dispose of spent nuclear fuel by 1998, Ameren outflows. Annual decommissioning costs of $7 million are Missouri had historically collected one mill from its electric included in the costs used to establish electric rates for Ameren customers for each kilowatthour of electricity that it generated Missouri's customers. Every three years, the MoPSC requires and sold from its Callaway energy center. Because the federal Ameren Missouri to file an updated cost study and funding government is not meeting its disposal obligation, the collection analysis for decommissioning its Callaway energy center. In April of this fee was suspended in May 2014. The DOE's delay in 2016, the MoPSC approved no change in electric service rates carrying out its obligation to dispose of spent nuclear fuel from for decommissioning costs based on Ameren Missouris updated the Callaway energy center is not expected to adversely affect cost study and funding analysis filed in April 2015.

the continued operations of the energy center.

The fair value of the trust fund for Ameren Missouri's As a result of the DOE's failure to fulfill its contractual Callaway energy center is reported as "Nuclear decommissioning obligations, Ameren Missouri and other nuclear energy center trust fund" in Ameren's and Ameren Missouri's balance sheets.

owners sued the DOE to recover costs, such as certain NRC fees This amount is legally restricted and may be used only to fund and ad valorem taxes, incurred for ongoing storage of their spent the costs of nuclear decommissioning. Changes in the fair value fuel. The lawsuit resulted in a settlement agreement that provides of the trust fund are recorded as an increase or decrease to the for annual reimbursement of additional spent fuel storage and nuclear decommissioning trust fund, with an offsetting adjustment related costs. Ameren Missouri will continue to apply for to the related regulatory liability. If the assumed return on trust reimbursement from the DOE for allowable costs associated with assets is not earned, Ameren Missouri believes that it is probable the ongoing storage of spent fuel. that any such earnings deficiency will be recovered in rates.

Electric utility rates charged to customers provide for the recovery of the Callaway energy center's decommissioning costs, 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 nine months ended September 30, 2016 and 2015:

Pension Benefits Postretirement Benefits Three Months Nine Months Three Months Nine Months 2016 2015 2016 2015 2016 2015 2016 2015 Service cost $ 20 $ 23 $ 60 $ 69 $ 5 $ 6 $ 15 $ 17 Interest cost 46 43 138 130 12 12 36 36 Expected return on plan assets (63) (62) (189) (186) (18) (17) (54) (51)

Amortization of:

Prior service benefit (1) (1) (3) (3)

Actuarial loss (gain) 8 19 24 56 (3) 1 (8) 4 Settlement loss 1 Net periodic benefit cost (benefit) $ 11 $ 23 $ 33 $ 70 $ (5) $ 1 $ (14) $ 3 34 Page 37 of 77

Enclosure 8 to ULNRC06341 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 nine months ended September 30, 2016 and 2015:

Pension Benefits Postretirement Benefits Three Months Nine Months Three Months Nine Months 2016 2015 2016 2015 2016 2015 2016 2015 Ameren Missouri(a) $ 6 $ 14 $ 19 $ 42 $ (1) $ 2 $ (3) $ 6 Ameren Illinois 6 9 17 28 (3) (10) (2)

Other (1) (3) (1) (1) (1) (1)

Ameren(a)(b) $ 11 $ 23 $ 33 $ 70 $ (5) $ 1 $ (14) $ 3 (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 There was no net income attributable to Ameren common shareholders from discontinued operations during 2016. The following table presents the components of discontinued operations in Ameren's consolidated statement of income for the three and nine months ended September 30, 2015:

2015 2015 Three Months Nine Months Operating revenues $ $

Operating benefits (expenses) (1) 2 Operating income (loss) before income tax (1) 2 Income tax benefit 1 50 Income from discontinued operations, net of taxes $ $ 52 During the second quarter of 2015, based on the completion of the IRS audit for 2013, Ameren removed a previously recorded reserve for unrecognized tax benefits and recognized a tax benefit from 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.

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 September 30, 2016, and December 31, 2015:

September 30, 2016 December 31, 2015 Assets of discontinued operations Accumulated deferred income taxes, net $ 15 $ 14 Total assets of discontinued operations $ 15 $ 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 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.

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Enclosure 8 to ULNRC06341 The following table presents information about the reported revenues and net income attributable to Ameren common shareholders from continuing operations for the three and nine months ended September 30, 2016 and 2015, and total assets of continuing operations as of September 30, 2016, and December 31, 2015:

Ameren Ameren Intersegment Three Months Missouri Illinois Other Eliminations Ameren 2016 External revenues $ 1,150 $ 675 $ 34 $ $ 1,859 Intersegment revenues 15 1 1 (17)

Net income attributable to Ameren common shareholders from continuing operations 241 119 9 369 2015 External revenues $ 1,160 $ 654 $ 19 $ $ 1,833 Intersegment revenues 11 1 1 (13)

Net income attributable to Ameren common shareholders from continuing operations 239 98 6 343 Nine Months 2016 External revenues $ 2,733 $ 1,892 $ 95 $ $ 4,720 Intersegment revenues 40 3 2 (45)

Net income attributable to Ameren common shareholders from continuing operations 347 223 51 621 2015 External revenues $ 2,825 $ 1,910 $ 55 $ $ 4,790 Intersegment revenues 30 3 2 (35)

Net income attributable to Ameren common shareholders from continuing operations 341 182 26 549 As of September 30, 2016:

Total assets $ 13,889 $ 9,202 $ 1,496 $ (468) $ 24,119 (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 $15 million and $14 million as of September 30, 2016, and December 31, 2015, respectively.

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Enclosure 8 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 $369 million in the third quarter of utility holding company under PUHCA 2005. Amerens primary 2016, compared with $343 million in the year-ago period. Net assets are its equity interests in its subsidiaries, including Ameren income attributable to Ameren common shareholders from Missouri and Ameren Illinois. Amerens subsidiaries are separate, continuing operations was $621 million in the first nine months of independent legal entities with separate businesses, assets, and 2016, compared with $549 million in the year-ago period. Net liabilities. Dividends on Amerens common stock and the payment income was favorably affected in the third quarter and the first of expenses by Ameren depend on distributions made to it by its nine months of 2016, compared with the year-ago periods, by subsidiaries. Amerens principal subsidiaries are listed below. increased Ameren Illinois and ATXI electric transmission service and Ameren Illinois electric distribution service earnings,

• Union Electric Company, doing business as Ameren reflecting Amerens strategy to allocate incremental capital to Missouri, operates a rate-regulated electric generation, those businesses; increased demand due to warmer summer transmission and distribution business and a rate-regulated temperatures; increased rates for Ameren Illinois natural gas natural gas transmission and distribution business in distribution service pursuant to a December 2015 order; Missouri. decreased other operations and maintenance expenses; and the

• Ameren Illinois Company, doing business as Ameren Illinois, recognition of a MEEIA 2013 performance incentive. Net income operates rate-regulated electric and natural gas transmission was also favorably affected in the first nine months of 2016, and distribution businesses in Illinois. compared with the year-ago period, by the absence of a provision recognized in the second quarter of 2015, as a result of Ameren Additionally, Ameren has a subsidiary, ATXI, that operates a Missouris discontinued efforts to license and build a second FERC rate-regulated electric transmission business. ATXI is nuclear unit at its existing Callaway energy center site, as well as developing MISO-approved electric transmission projects, an income tax benefit recorded in the first quarter of 2016 at including the Illinois Rivers, Spoon River, and Mark Twain Ameren (parent) pursuant to the adoption of new accounting projects. Ameren is also pursuing projects to improve electric guidance related to share-based compensation. Net income was transmission system reliability within Ameren Missouris and unfavorably affected in the third quarter and the first nine months Ameren Illinois service territories as well as evaluating of 2016, compared with the year-ago periods, by decreased competitive electric transmission investment opportunities outside electric demand at Ameren Missouri resulting from a reduction in of these territories, including investments outside of MISO. sales to the New Madrid Smelter, decreased Ameren Missouri Ameren also has various other subsidiaries that conduct activities earnings resulting from the absence in 2016 of MEEIA 2013 net such as the provision of shared services. shared benefits, and increased depreciation and amortization expenses, primarily at Ameren Missouri. Additionally, earnings Unless otherwise stated, the following sections of were unfavorably affected in the first nine months of 2016, Managements Discussion and Analysis of Financial Condition compared to the year-ago period, by the cost of the Callaway and Results of Operations exclude discontinued operations for all energy centers scheduled refueling and maintenance outage, the periods presented. See Note 12 - Discontinued Operations under absence in 2016 of a January 2015 ICC order regarding Ameren Part I, Item 1, of this report and Note 16 - Divestiture Illinois cumulative power usage cost and its purchased power Transactions and Discontinued Operations under Part II, Item 8, rider mechanism, and decreased Ameren Missouri electric of the Form 10-K for additional information regarding the margins resulting from increased transmission charges, net of divestiture transactions and discontinued operations transmission revenues. Net income was also unfavorably presentation. affected in the third quarter of 2016, compared to the year-ago period, by decreased Ameren Illinois natural gas distribution Amerens financial statements are prepared on a earnings due to seasonal rate redesign.

consolidated basis, and therefore include the accounts of its 37 Page 40 of 77

Enclosure 8 to ULNRC06341 Ameren remains focused on executing its strategy of revenue requirement used for 2017 rates. Pending ICC approval, investing in and operating its utilities in a manner consistent with Ameren Illinois update filing will result in a $14 million decrease existing regulatory frameworks, enhancing those frameworks and in Ameren Illinois electric distribution service revenue advocating for responsible energy policies, as well as creating requirement, beginning in January 2017. An ICC decision on the and capitalizing on investment opportunities for the benefit of its revenue requirement used for 2017 rates is expected by customers and shareholders. Ameren continues to allocate 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 $1 billion of MoPSC seeking approval to increase its annual revenues for its $1.5 billion in capital expenditures during the first nine 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 the New Madrid Smelter, and infrastructure. increased transmission charges. Ameren Missouri also requested continued use of its FAC and the regulatory tracking mechanisms Ameren invested approximately $510 million during the first for pension and postretirement benefits and uncertain income tax nine months of 2016 in FERC-regulated transmission projects, positions that the MoPSC previously authorized in earlier electric including Ameren Illinois continued significant transmission rate orders. Additionally, Ameren Missouri requested the investments to improve reliability. Construction continues on implementation of a new regulatory tracking mechanism for ATXIs $1.4 billion Illinois Rivers and $150 million Spoon River transmission charges and revenues. A decision by the MoPSC is transmission projects. Pre-construction steps continue to be expected by late April 2017, with new rates effective in late May made on the $225 million Mark Twain project. In October 2016, 2017. Ameren Missouri continues to pursue a modernized ATXI filed suit in the circuit courts of each of the five counties regulatory framework that supports investment to upgrade aging where the Mark Twain project will be constructed to obtain electric infrastructure and reduces regulatory lag.

assents for road crossings. A decision from each of the county circuit courts is expected in 2017. ATXI plans to complete the In the third quarter of 2016, Ameren Missouri recognized project in 2018; however, delays in obtaining the assents could $19 million of revenue related to the MEEIA 2013 performance delay the completion date. The completion of the Illinois Rivers, incentive based on a stipulation agreement between Ameren Spoon River, and Mark Twain transmission projects will provide Missouri and the MoPSC staff, which was filed with the MoPSC in customers with improved reliability and access to additional September 2016. In November 2016, the MoPSC approved a renewable energy sources, including wind power from the $28 million MEEIA 2013 performance incentive based on a western and northern parts of the MISO region, including revised stipulation agreement between Ameren Missouri, the northeast Missouri. MoPSC staff, and the MoOPC. As a result, Ameren Missouri will recognize $9 million of additional revenues in the fourth quarter of In September 2016, the FERC issued a final order in the 2016 relating to the MEEIA 2013 performance incentive. Further, November 2013 complaint case which lowered the allowed base the revised stipulation agreement included a provision to return on common equity to 10.32%. The new allowed base incorporate the results of the appeal, discussed below, regarding return on common equity is reflected in rates prospectively from the determination of an input used to calculate the performance the September 2016 effective date of the order. The FERC is incentive. In November 2015, the MoPSC issued an order expected to issue a final order in the February 2015 complaint regarding the determination of an input used to calculate the case in the second quarter of 2017. The final order in the performance incentive. Ameren Missouri filed an appeal of the February 2015 complaint case will determine the allowed base order with the Missouri Court of Appeals, Western District, which return on common equity for the 15-month period ended May is expected to issue a decision in 2016. If the Missouri Court of 2016. The final order in the February 2015 complaint case will Appeals, Western District, overturns the November 2015 MoPSC also establish the allowed base return on common equity that will order, Ameren Missouri may recognize additional revenues in apply prospectively from its expected second quarter 2017 excess of the $28 million approved by the MoPSC in November effective date, replacing the 10.32% allowed base return on 2016.

common equity, which became effective in September 2016. The 12.38% allowed base return on common equity was effective for Reflecting confidence in Amerens outlook and long-term the period that began at the conclusion of the 15-month period for strategy, in October 2016, Amerens board of directors increased the February 2015 complaint case in May 2016 through the the quarterly common stock dividend to 44 cents per share, September 2016 effective date of the final order in the November resulting in an annualized equivalent dividend rate of $1.76 per 2013 complaint case. share.

Ameren Illinois has invested approximately $480 million in RESULTS OF OPERATIONS electric and natural gas distribution infrastructure projects in the first nine months of 2016. It remains on track to meet its Our results of operations and financial position are affected remaining investment, reliability, and smart meter goals under the by many factors. Weather, economic conditions, energy efficiency IEIMA. In April 2016, Ameren Illinois filed with the ICC its annual investments by our customers and us, and the actions of key electric distribution service formula rate update to establish the customers can significantly affect the demand for our services.

38 Page 41 of 77

Enclosure 8 to ULNRC06341 Our results are also affected by seasonal fluctuations in winter customers made in a subsequent year. Included in Ameren heating and summer cooling demands. Ameren and Ameren Illinois' revenue requirement reconciliation is a formula for the Missouri are also affected by nuclear refueling and other energy return on equity, which is equal to the average of the monthly center maintenance outages. Additionally, fluctuations in interest yields of 30-year United States Treasury bonds plus 580 basis rates and conditions in the capital and credit markets affect our points. Therefore, Ameren Illinois' annual return on equity is cost of borrowing and our pension and postretirement benefits directly correlated to yields on United States Treasury bonds.

costs. Almost all of Amerens revenues are subject to state or Ameren Illinois and ATXI use a company-specific, forward-looking federal regulation. This regulation has a material impact on the rate formula framework in setting their transmission rates. These prices we charge for our services. Our results of operations, rates are updated each January with forecasted information. A financial position, and liquidity are affected by our ability to align reconciliation during the year, which adjusts for the actual our overall spending, both operating and capital, with regulatory revenue requirement and actual sales volumes, is used to adjust frameworks established by our regulators. billing rates in a subsequent year.

Ameren Missouri principally uses coal, nuclear fuel, and Ameren Illinois and ATXIs electric transmission service natural gas for fuel in its electric operations and purchases businesses and Ameren Illinois electric distribution service natural gas for its customers. Ameren Illinois purchases power business operate under formula ratemaking, designed to provide and natural gas for its customers. The prices for these for the recovery of actual costs of service that are prudently commodities can fluctuate significantly because of the global incurred as well as a return on equity. While rate-regulated, economic and political environment, weather, supply, and Ameren Illinois natural gas business and Ameren Missouri do not demand, and many other factors. We have natural gas cost operate under formula ratemaking. Ameren (parent) is not rate-recovery mechanisms for our Illinois and Missouri natural gas regulated.

distribution service businesses, a purchased power cost recovery mechanism for Ameren Illinois' electric distribution service We employ various risk management strategies to reduce business, and a FAC for Ameren Missouri's electric utility our exposure to commodity risk and other risks inherent in our business. business. The reliability of Ameren Missouri's energy centers and our transmission and distribution systems and the level of Ameren Illinois' electric distribution service utility business, purchased power costs, operations and maintenance costs, and pursuant to the IEIMA, conducts an annual reconciliation of the capital investment are key factors that we seek to manage in revenue requirement necessary to reflect the actual costs order to optimize our results of operations, financial position, and incurred in a given year with the revenue requirement included in liquidity.

customer rates for that year, with recoveries from, or refunds to, Earnings Summary The following table presents a summary of Ameren's earnings for the three and nine months ended September 30, 2016 and 2015:

Three Months Nine Months 2016 2015 2016 2015 Net income attributable to Ameren common shareholders $ 369 $ 343 $ 621 $ 601 Earnings per common share - diluted 1.52 1.41 2.56 2.47 Net income attributable to Ameren common shareholders - continuing operations $ 369 $ 343 $ 621 $ 549 Earnings per common share - diluted - continuing operations 1.52 1.41 2.56 2.26 Net income attributable to Ameren common shareholders operations at Ameren (parent) and nonregistrant subsidiaries, from continuing operations increased $26 million, or 11 cents per which included an increase in ATXIs net income of $20 million, diluted share, in the third quarter of 2016 compared with the and a $6 million increase in net income from the Ameren Missouri same period in 2015. The increase between periods was due to a segment.

$21 million increase in net income from the Ameren Illinois segment, a $3 million increase in net income from Ameren There was no net income attributable to Ameren common (parent) and nonregistrant subsidiaries, which included an shareholders from discontinued operations in both the third increase in ATXIs net income of $8 million, and a $2 million quarter and the first nine months of 2016, compared with no net increase in net income from the Ameren Missouri segment. income and $52 million, respectively, in the year-ago periods.

During the second quarter of 2015, based on the completion of Net income attributable to Ameren common shareholders the IRS audit for 2013, Ameren removed a previously recorded from continuing operations increased $72 million, or 30 cents per reserve for unrecognized tax benefits of $53 million related to the diluted share, in the first nine months of 2016 compared to the divestiture of New AER and recognized a tax benefit from same period in 2015. The increase between periods was due to a discontinued operations.

$41 million increase in net income from the Ameren Illinois segment, a $25 million increase in net income from continuing 39 Page 42 of 77

Enclosure 8 to ULNRC06341 Earnings per share from continuing operations were

• decreased Ameren Missouri earnings resulting from the favorably affected in the third quarter and the first nine months of absence in 2016 of MEEIA net shared benefits due to the 2016, compared with the year-ago periods (except where a expiration of MEEIA 2013 (5 cents per share and 12 cents specific period is referenced), by: per share, respectively);

• the cost of the Callaway energy center's scheduled refueling

• the absence of a provision recognized in the second quarter and maintenance outage in the second quarter of 2016.

of 2015 as a result of Ameren Missouris discontinued efforts There was no Callaway refueling and maintenance outage to license and build a second nuclear unit at its existing in 2015 (8 cents per share for the nine months ended Callaway energy center site (18 cents per share for the nine September 30, 2016);

months ended September 30, 2016);

• decreased Ameren Illinois earnings resulting from the

• increased Ameren Illinois and ATXI electric transmission absence in 2016 of a January 2015 ICC order regarding service and Ameren Illinois electric distribution service Ameren Illinois cumulative power usage cost and its earnings under formula ratemaking due to additional rate purchased power rider mechanism (4 cents per share for the base investment (7 cents per share and 16 cents per share, nine months ended September 30, 2016);

respectively). Additionally, Ameren Illinois and ATXI electric

• decreased Ameren Missouri electric margins resulting from transmission service third quarter earnings benefited from a increased transmission charges, net of transmission temporarily higher allowed base return on common equity, revenues (3 cents per share for the nine months ended recognizing an allowed base return on common equity of September 30, 2016);

12.38% from mid-May, as a result of the expiration of the

• increased depreciation and amortization expenses not refund period in the February 2015 complaint case, to nearly subject to riders, regulatory tracking mechanisms, or formula the end of September. This earnings increase was partially ratemaking, primarily because of electric system capital offset by a lower allowed base return on common equity additions at Ameren Missouri (2 cents per share and 3 cents recognized through mid-May 2016 in the nine month period per share, respectively); and as well as a lower return on equity related to Ameren Illinois

• decreased Ameren Illinois natural gas distribution earnings electric distribution service investments due to a reduction in due to seasonal rate redesign, which is not expected to the 30-year United States Treasury bond yields (2 cents per materially affect earnings comparisons on an annual basis share and 1 cent per share, respectively); (2 cents per share for the three months ended September

• increased demand due to warmer summer temperatures in 30, 2016).

2016, partially offset by milder winter temperatures (estimated at 11 cents per share and 9 cents per share, The cents per share information presented in the respectively); explanations above is based on the average diluted shares

• higher natural gas distribution rates at Ameren Illinois outstanding in the third quarter and first nine months of 2015. For pursuant to a December 2015 order (3 cents per share and additional details regarding the Ameren Companies results of 9 cents per share, respectively); operations, including explanations of Margins, Other Operations

• a decrease in the effective tax rate primarily due to an and Maintenance Expenses, Provision for Callaway Construction income tax benefit recorded at Ameren (parent) pursuant to and Operating License, Depreciation and Amortization, Taxes the adoption of new accounting guidance related to share- Other Than Income Taxes, Other Income and Expenses, Interest based compensation (7 cents per share for the nine months Charges, and Income Taxes, see the major headings below.

ended September 30, 2016);

• decreased other operations and maintenance expenses not subject to riders, regulatory tracking mechanisms, or formula ratemaking, primarily at Ameren Missouri (2 cents per share and 5 cents per share, respectively). This was due, in part, to a reduction in energy center maintenance costs, excluding the cost of the Callaway energy center's scheduled refueling and maintenance outage (discussed below) and reduced electric distribution maintenance expenditures; and

• the recognition of a MEEIA 2013 performance incentive (5 cents per share for both periods).

Earnings per share from continuing operations were unfavorably affected in the third quarter and the first nine months of 2016, compared with the year-ago periods (except where a specific period is referenced), by:

• decreased electric demand at Ameren Missouri resulting from a reduction in sales to the New Madrid Smelter (5 cents per share and 13 cents per share, respectively);

40 Page 43 of 77

Enclosure 8 to ULNRC06341 Below is a table of income statement components by segment for the three and nine months ended September 30, 2016 and 2015:

Other /

Ameren Ameren Intersegment Missouri Illinois Eliminations Ameren Three Months 2016:

Electric margins $ 862 $ 452 $ 28 $ 1,342 Natural gas margins 14 86 100 Other revenues 1 (1)

Other operations and maintenance (220) (198) 7 (411)

Depreciation and amortization (130) (80) (1) (211)

Taxes other than income taxes (96) (30) (3) (129)

Other income (expense) 12 1 (3) 10 Interest charges (53) (35) (9) (97)

Income taxes (148) (77) (8) (233)

Income from continuing operations 242 119 10 371 Income from discontinued operations, net of tax Net income 242 119 10 371 Noncontrolling interests - preferred dividends (1) (1) (2)

Net income attributable to Ameren common shareholders $ 241 $ 119 $ 9 $ 369 Three Months 2015:

Electric margins $ 863 $ 412 $ 13 $ 1,288 Natural gas margins 14 82 (1) 95 Other revenues 1 (1)

Other operations and maintenance (233) (202) 7 (428)

Depreciation and amortization (125) (74) (2) (201)

Taxes other than income taxes (97) (29) (2) (128)

Other income 11 1 2 14 Interest charges (54) (33) (87)

Income taxes (140) (59) (9) (208)

Income from continuing operations 240 98 7 345 Income from discontinued operations, net of tax Net income 240 98 7 345 Noncontrolling interests - preferred dividends (1) (1) (2)

Net income attributable to Ameren common shareholders $ 239 $ 98 $ 6 $ 343 41 Page 44 of 77

Enclosure 8 to ULNRC06341 Other /

Ameren Ameren Intersegment Missouri Illinois Eliminations Ameren Nine Months 2016:

Electric margins $ 1,939 $ 1,061 $ 76 $ 3,076 Natural gas margins 57 336 (1) 392 Other revenues 1 (1)

Other operations and maintenance (670) (592) 16 (1,246)

Depreciation and amortization (384) (237) (7) (628)

Taxes other than income taxes (252) (98) (8) (358)

Other income (expense) 32 4 (3) 33 Interest charges (158) (105) (24) (287)

Income (taxes) benefit (215) (144) 3 (356)

Income from continuing operations 350 225 51 626 Income from discontinued operations, net of tax Net income 350 225 51 626 Noncontrolling interests - preferred dividends (3) (2) (5)

Net income attributable to Ameren common shareholders $ 347 $ 223 $ 51 $ 621 Nine Months 2015:

Electric margins $ 1,995 $ 999 $ 36 $ 3,030 Natural gas margins 58 320 (1) 377 Other revenues 2 (2)

Other operations and maintenance (673) (606) 23 (1,256)

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

Depreciation and amortization (367) (220) (7) (594)

Taxes other than income taxes (262) (101) (6) (369)

Other income (expense) 29 5 (2) 32 Interest charges (164) (99) (1) (264)

Income taxes (205) (114) (14) (333)

Income from continuing operations 344 184 26 554 Income from discontinued operations, net of tax 52 52 Net income 344 184 78 606 Noncontrolling interests - preferred dividends (3) (2) (5)

Net income attributable to Ameren common shareholders $ 341 $ 182 $ 78 $ 601 42 Page 45 of 77

Enclosure 8 to ULNRC06341 Margins The following table presents the favorable (unfavorable) variations by segment for electric and natural gas margins in the three and nine months ended September 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.

Ameren Ameren Three Months Missouri Illinois Other(a) Ameren Electric revenue change:

Effect of weather (estimate)(b) $ 41 $ 14 $ $ 55 Base rates (estimate) 8 8 Sales volume (excluding the New Madrid Smelter and the estimated effect of weather) 6 6 New Madrid Smelter revenues (42) (42)

Off-system sales 50 50 MEEIA 2013 net shared benefits (19) (19)

MEEIA 2013 performance incentive 19 19 Transmission services revenues 1 18 16 35 Other (11) (8) (6) (25)

Cost recovery mechanisms - offset in fuel and purchased power:(c)

Power supply costs (25) (25)

Transmission services recovery mechanism 3 3 Recovery of FAC under-recovery (39) (39)

Other cost recovery mechanisms:(d)

Bad debt, energy efficiency programs, and environmental remediation cost riders 6 6 MEEIA 2013 and 2016 program costs (7) (7)

Total electric revenue change $ (7) $ 22 $ 10 $ 25 Fuel and purchased power change:

Energy costs (excluding the New Madrid Smelter and estimated effect of weather) $ (48) $ $ $ (48)

New Madrid Smelter energy costs 22 22 Effect of weather (estimate)(b) (7) (6) (13)

Transmission services charges (3) (3)

Other 3 2 5 10 Cost recovery mechanisms - offsets in electric revenue:(c)

Power supply costs 25 25 Transmission services recovery mechanism (3) (3)

Recovery of FAC under-recovery 39 39 Total fuel and purchased power change $ 6 $ 18 $ 5 $ 29 Net change in electric margins $ (1) $ 40 $ 15 $ 54 Natural gas revenue change:

Effect of weather (estimate)(b) $ $ 1 $ $ 1 Base rates (estimate) 9 9 Seasonal rate redesign (6) (6)

Other (1) 1 Cost recovery mechanism - offset in gas purchased for resale:(c)

Purchased gas costs 1 (6) (5)

Other cost recovery mechanisms:(d)

Bad debt, energy efficiency programs, and environmental remediation cost riders 2 2 Total natural gas revenue change $ 1 $ (1) $ 1 $ 1 Gas purchased for resale change:

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

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

Purchased gas costs (1) 6 5 Total gas purchased for resale change $ (1) $ 5 $ $ 4 Net change in natural gas margins $ $ 4 $ 1 $ 5 43 Page 46 of 77

Enclosure 8 to ULNRC06341 Ameren Ameren Nine Months Missouri Illinois Other(a) Ameren Electric revenue change:

Effect of weather (estimate)(b) $ 33 $ 9 $ $ 42 Base rates (estimate) 48 30 78 Sales volume (excluding the New Madrid Smelter and the estimated effect of weather) 3 (1) 2 New Madrid Smelter revenues (101) (101)

Off-system sales 85 85 MEEIA 2013 net shared benefits (45) (45)

MEEIA 2013 performance incentive 19 19 Transmission services revenues 1 42 40 83 Purchased power rider order in 2015 (15) (15)

Other (1) (4) (11) (16)

Cost recovery mechanisms - offset in fuel and purchased power:(c)

Power supply costs (15) (15)

Transmission services recovery mechanism 3 3 Recovery of FAC under-recovery (88) (88)

Other cost recovery mechanisms:(d)

Gross receipts tax (4) (4)

MEEIA 2013 and 2016 program costs (20) (20)

Total electric revenue change $ (70) $ 49 $ 29 $ 8 Fuel and purchased power change:

Energy costs (excluding the New Madrid Smelter and estimated effect of weather) $ (77) $ $ $ (77)

New Madrid Smelter energy costs 50 50 Effect of weather (estimate)(b) (2) (2) (4)

Effect of higher net energy costs included in base rates (34) (34)

Transmission services charges (14) (14)

Other 3 3 11 17 Cost recovery mechanisms - offsets in electric revenue:(c)

Power supply costs 15 15 Transmission services recovery mechanism (3) (3)

Recovery of FAC under-recovery 88 88 Total fuel and purchased power change $ 14 $ 13 $ 11 $ 38 Net change in electric margins $ (56) $ 62 $ 40 $ 46 Natural gas revenue change:

Effect of weather (estimate)(b) $ (8) $ (25) $ $ (33)

Base rates (estimate) 34 34 Other 1 (2) (1)

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

Purchased gas costs (3) (61) (64)

Other cost recovery mechanisms:(d)

Bad debt, energy efficiency programs, and environmental remediation cost riders (11) (11)

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

Total natural gas revenue change $ (11) $ (67) $ $ (78)

Gas purchased for resale change:

Effect of weather (estimate)(b) $ 7 $ 22 $ $ 29 Cost recovery mechanism - offset in natural gas revenue:(c)

Purchased gas costs 3 61 64 Total gas purchased for resale change $ 10 $ 83 $ $ 93 Net change in natural gas margins $ (1) $ 16 $ $ 15 (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.

44 Page 47 of 77

Enclosure 8 to ULNRC06341 Ameren Corporation New Madrid Smelter energy costs include the impact of a provision in the FAC tariff that, under certain circumstances, Ameren's electric margins increased $54 million, or 4%, and allows Ameren Missouri to retain a portion of the revenues

$46 million, or 2%, for the three and nine months ended from any off-system sales it makes as a result of reduced September 30, 2016, respectively, compared with the year-ago sales to the New Madrid Smelter. See Note 2 - Rate and periods. Ameren's natural gas margins increased $5 million, or Regulatory Matters under Part I, Item 1, of this report for 5%, and $15 million, or 4%, for the three and nine months ended information regarding the New Madrid Smelter.

September 30, 2016, respectively, compared with the year-ago

• The absence in 2016 of net shared benefits due to the periods. Amerens results were primarily driven by Ameren expiration of MEEIA 2013, which decreased margins by $19 Missouris, Ameren Illinois, and ATXIs results of operations, as million and $45 million, respectively. Net shared benefits discussed below. ATXIs transmission services revenues compensated Ameren Missouri for lower sales volumes from increased $16 million and $40 million for the three and nine energy-efficiency related volume reductions in current and months ended September 30, 2016, respectively, compared with future periods.

the year-ago periods, because of higher rate base investment

• Increased transmission services charges resulting from and recoverable costs under formula ratemaking. ATXIs results additional MISO-approved electric transmission investments for the three months ended September 30, 2016, also benefited made by other entities, which decreased margins by $3 from a temporarily higher allowed return on common equity, million and $14 million, respectively.

compared with the year-ago period, reflecting the May expiration of the 15-month refund period for the February 2015 complaint The following items had a favorable effect on Ameren case. See Note 2 - Rate and Regulatory Matters under Part 1, Missouri's electric margins for the three and nine months ended Item 1, of this report for information regarding the allowed return September 30, 2016, compared with the year-ago periods on common equity for FERC-regulated transmission rate base. (except where a specific period is referenced):

Ameren Missouri

• Summer temperatures for the third quarter of 2016 were warmer as cooling degree-days increased 11%, compared Ameren Missouri has a FAC cost recovery mechanism that with the year-ago period. Temperatures in the first nine allows it to recover or refund, through customer rates, 95% of months of 2016 were warmer as cooling degree-days changes in net energy costs greater or less than the amount set increased 12%, while heating degree-days decreased 17%,

in base rates without a traditional rate proceeding, subject to compared with the year-ago period. The net effect of MoPSC prudence reviews, with the remaining 5% of changes weather increased margins by an estimated $34 million and absorbed by Ameren Missouri. $31 million, respectively. The change in margins due to weather is the sum of the effect of weather (estimate) on Net energy costs, as defined in the FAC, include fuel and electric revenues (+$41 million and +$33 million, purchased power costs, including transportation, net of off- respectively) and the effect of weather (estimate) on fuel and system sales. As of May 30, 2015, transmission revenues and purchased power (-$7 million and -$2 million, respectively) in substantially all transmission charges are excluded from net the above table.

energy costs as a result of the April 2015 MoPSC electric rate

• The MEEIA 2013 performance incentive increased margins order, which unfavorably affected margins as discussed below. by $19 million for both periods. See Note 2 - Rate and Ameren Missouri accrues as a regulatory asset net energy costs Regulatory Matters under Part I, Item 1, of this report for that exceed the amount set in base rates (FAC under-recovery). information regarding the MEEIA 2013 performance Net recovery of these costs through customer rates does not incentive.

affect Ameren Missouris electric margins, as any change in

• Higher electric base rates, effective May 30, 2015, as a revenue is offset by a corresponding change in fuel expense to result of the April 2015 MoPSC electric rate order, increased reduce the previously recognized FAC regulatory asset. margins by an estimated $14 million for the nine months ended September 30, 2016. The change in electric base Ameren Missouri's electric margins for the three months rates is the sum of the change in base rates (estimate) (+

ended September 30, 2016 were comparable with the year-ago

$48 million) and the effect of higher net energy costs period, and decreased $56 million, or 3%, for the nine months included in base rates (-$34 million) in the above table.

ended September 30, 2016, compared with the year-ago period.

• Lower net energy costs as a result of the 5% of changes The following items had an unfavorable effect on Ameren absorbed by Ameren Missouri through the FAC, primarily Missouri's electric margins for the three and nine months ended due to higher MISO capacity revenues, which increased September 30, 2016, compared with the year-ago periods:

margins by $2 million and $8 million, respectively. The

• The New Madrid Smelter operations were suspended in the change in net energy costs is the sum of the change in off-first quarter of 2016, which decreased margins by $20 system sales (+$50 million and +$85 million, respectively) million and $51 million, respectively. The change in margins and the change in energy costs (-$48 million and -$77 due to lower New Madrid Smelter sales is the sum of New million, respectively) in the above table.

Madrid Smelter revenues (-$42 million and -$101 million,

• Excluding the effect of reduced sales to the New Madrid respectively) and New Madrid Smelter energy costs (+$22 Smelter and the estimated effect of weather, total retail sales million and +$50 million, respectively) in the above table. volumes increased by less than 1% for the nine months 45 Page 48 of 77

Enclosure 8 to ULNRC06341 ended September 30, 2016, which increased revenues by ratemaking. Transmission services for the three months

$3 million, due to an additional day as a result of the leap ended September 30, 2016, also benefited from a year and growth partially offset by the carryover effect of temporarily higher allowed return on common equity, MEEIA 2013 on sales volumes. compared with the year-ago period reflecting the May expiration of the 15-month refund period for the February Ameren Missouris natural gas margins were comparable 2015 complaint case. See Note 2 - Rate and Regulatory between periods. Matters under Part 1, Item 1, of this report for information regarding the allowed return on common equity for FERC-Ameren Missouri has a cost recovery mechanism for natural regulated transmission rate base.

gas purchased on behalf of its customers. These pass-through

• Electric distribution service revenues increased by an purchased gas costs do not affect Ameren Missouris natural gas estimated $8 million and $30 million, respectively, primarily margins as they are offset by a corresponding amount in due to increased rate base investment and higher revenues. recoverable costs under formula ratemaking pursuant to the IEIMA, partially offset by a lower return on equity due to a Ameren Illinois reduction in the 30-year United States Treasury bond yields.

The provisions of the IEIMAs and the FERCs electric

• Summer temperatures for the third quarter of 2016 were transmission formula rate frameworks provide for annual warmer as cooling degree-days increased 13%, compared reconciliations of the electric distribution and electric transmission with the year-ago period. Temperatures in the first nine service revenue requirements necessary to reflect the actual months of 2016 were warmer as cooling degree-days costs incurred in a given year with the revenue requirements in increased 10%, while heating degree-days decreased 15%,

customer rates for that year, including an allowed return on compared with the year-ago period. The net effect of equity. See Operations and Maintenance Expenses in this weather increased margins by an estimated $8 million and section for additional information regarding the components of $7 million, respectively. The change in margins due to the revenue requirements. In each of those electric jurisdictions, weather is the sum of the effect of weather (estimate) on if the current year's revenue requirement is greater than the electric revenues (+$14 million and +$9 million, respectively) revenue requirement reflected in that years customer rates, an and the effect of weather (estimate) on fuel and purchased increase to electric operating revenues with an offset to a power (-$6 million and -$2 million, respectively) in the above regulatory asset is recorded to reflect the expected recovery of table.

those additional costs from customers within the next two years.

• Excluding the estimated effect of weather, total retail sales In each jurisdiction, if the current year's revenue requirement is volumes increased by 3% for the three months ended less than the revenue requirement reflected in that years September 30, 2016, primarily due to the commercial sector, customer rates, a reduction to electric operating revenues with an which increased margins by an estimated $6 million.

offset to a regulatory liability is recorded to reflect the expected Ameren Illinois electric margins were unfavorably affected refund to customers within the next two years. The increases or by the absence in 2016 of a January 2015 ICC order regarding reductions to electric operating revenues are shown in base rates Ameren Illinois cumulative power usage cost and its purchased (estimate) and transmission services revenues, in the above power rider mechanism, which increased margins by $15 million table, for the electric distribution and electric transmission service in the first nine months of 2015.

revenues, respectively. See Note 2 - Rate and Regulatory Matters under Part I, Item 1, of this report for information Ameren Illinois' natural gas margins increased $4 million, or regarding Ameren Illinois' revenue requirement reconciliation 5%, and $16 million, or 5%, for the three and nine months ended pursuant to the IEIMA. September 30, 2016, respectively, compared with the year-ago periods. Ameren Illinois natural gas margins were favorably Ameren Illinois has a cost recovery mechanism for power affected by higher natural gas base rates in 2016, which purchased, and transmission services incurred, on behalf of its increased margins by an estimated $9 million and $34 million, electric customers. These pass-through costs do not affect respectively.

Ameren Illinois electric margins, as they are offset by a corresponding amount in revenues. The following items had an unfavorable effect on Ameren Illinois natural gas margins for the three and nine months ended Ameren Illinois' electric margins increased $40 million, or September 30, 2016, compared with the year-ago periods 10%, and $62 million, or 6%, for the three and nine months (except where a specific period is referenced):

ended September 30, 2016, respectively, compared with the year-ago periods. The following items had a favorable effect on

• The absence of colder-than-normal winter temperatures and Ameren Illinois electric margins for the three and nine months the application of the VBA in the first nine months of 2016, ended September 30, 2016, compared with the year-ago periods which decreased margins by $3 million compared with the (except where a specific period is referenced): year-ago period. The VBA, which was approved by the ICC in December 2015, eliminated the impact of weather on

• Transmission services revenues increased by $18 million natural gas margins for residential and small nonresidential and $42 million, respectively, primarily due to increased rate customers in the first nine months of 2016. The change in base investment and higher recoverable costs under formula 46 Page 49 of 77

Enclosure 8 to ULNRC06341 margins due to weather is the sum of the effect of weather market value of company-owned life insurance investments, (estimate) on natural gas revenues (-$25 million) and the decreased expense by $6 million in both periods.

effect of weather (estimate) on gas purchased for resale (+

$22 million) in the above table. The following items increased other operations and

• The implementation of redesigned seasonal rates in 2016, maintenance expenses for the three and nine months ended which decreased margins by $6 million for the third quarter September 30, 2016, compared with the year-ago periods of 2016, compared with the year-ago period. These (except where a specific period is referenced):

redesigned rates have an effect on quarterly earnings comparisons but are not expected to materially affect annual

• Refueling and maintenance outage costs at the Callaway earnings. energy center increased by $31 million in the nine months ended September 30, 2016, due to costs for the scheduled Ameren Illinois has a cost recovery mechanism for natural refueling and maintenance outage that occurred in the gas purchased on behalf of its customers. These pass-through second quarter of 2016. There was no scheduled outage in purchased gas costs do not affect Ameren Illinois natural gas 2015.

margins, as they are offset by a corresponding amount in

• Amortization of previously deferred solar rebate costs revenues. increased by $10 million in the nine months ended September 30, 2016, as a result of the April 2015 MoPSC Other Operations and Maintenance Expenses electric rate order. Electric base rates billed to customers increased electric revenues by a corresponding amount, Ameren Corporation with no overall effect on net income.

• Litigation costs increased by $8 million and $10 million, Other operations and maintenance expenses decreased respectively, primarily related to increases in estimated

$17 million and $10 million in the third quarter and the first nine obligations for pending legal claims.

months of 2016, respectively, as compared with the year-ago

• Storm-related repair costs increased by $4 million and $7 periods, primarily because of decreased expenses at Ameren million, respectively.

Missouri and Ameren Illinois.

Ameren Illinois Ameren Missouri Pursuant to the provisions of the IEIMAs and the FERCs Other operations and maintenance expenses were $13 formula rate frameworks, recoverable electric service costs that million and $3 million lower in the third quarter and the first nine are not recovered through separate cost recovery mechanisms months of 2016, respectively, compared with the year-ago are included in Ameren Illinois revenue requirement periods. The following items decreased other operations and reconciliations, which result in corresponding adjustments to maintenance expenses for the three and nine months ended electric revenues, with no overall effect on net income. These September 30, 2016, compared with the year-ago periods recoverable electric service costs include other operations and (except where a specific period is referenced): maintenance expenses, depreciation and amortization, taxes other than income taxes, interest charges, and income taxes.

• MEEIA customer energy efficiency program costs decreased by $7 million and $20 million, respectively, due Other operations and maintenance expenses were $4 to the expiration of MEEIA 2013, partially offset by costs million and $14 million lower in the third quarter and the first nine incurred for MEEIA 2016. Electric revenues decreased by a months of 2016, respectively, compared with the year-ago corresponding amount, with no overall effect on net income. periods. The following items decreased other operations and

• Energy center maintenance costs, excluding refueling and maintenance expenses for the three and nine months ended maintenance outage costs at the Callaway energy center, September 30, 2016, compared with the year-ago periods decreased by $6 million and $18 million, respectively, (except where a specific period is referenced):

primarily due to fewer major outages, partially offset by higher coal handling charges.

• Employee benefit costs decreased by $5 million and $12

• Electric distribution maintenance expenditures decreased million, respectively, primarily due to lower pension and by $7 million and $12 million, respectively, primarily related postretirement expenses caused by changes in actuarial to reduced system repair and vegetation management assumptions and the performance of plan assets.

work.

• Bad debt, customer energy efficiency, and environmental

• Employee benefit costs decreased by $7 million in the nine remediation costs decreased by $11 million in the nine months ended September 30, 2016, primarily due to a months ended September 30, 2016. These expenses are change in pension and postretirement expenses allowed in included in cost riders that result in lower electric and natural rates, as a result of the April 2015 MoPSC electric rate gas revenues, with no overall effect on net income.

order. Electric base rates billed to customers decreased

• Electric distribution and transmission maintenance electric revenues by a corresponding amount, with no expenditures decreased by $7 million and $5 million, overall effect on net income. respectively, primarily related to the timing of system repair

• An unrealized MTM gain in 2016 compared with an work and reduced circuit maintenance work.

unrealized MTM loss in 2015, resulting from changes in the 47 Page 50 of 77

Enclosure 8 to ULNRC06341

• An unrealized MTM gain in 2016 compared with an Depreciation and amortization expenses increased $6 unrealized MTM loss in 2015, resulting from changes in the million and $17 million in the third quarter and the first nine market value of company-owned life insurance investments, months of 2016, respectively, primarily because of electric decreased expense by $4 million in both periods. system capital additions.

The following items increased other operations and Taxes Other Than Income Taxes maintenance expenses for the three and nine months ended September 30, 2016, compared with the year-ago periods Ameren Corporation (except where a specific period is referenced):

Taxes other than income taxes were comparable in the third

• Labor costs, other than those incorporated into other quarter of 2016 with the year-ago period. Taxes other than explanations presented, increased by $3 million and $7 income taxes decreased $11 million in the first nine months of million, respectively, primarily because of staff additions to 2016, compared with the year-ago period, primarily because of meet enhanced standards and goals related to the IEIMA. decreased expenses at Ameren Missouri and Ameren Illinois, as

• Storm-related repair costs increased by $4 million in the discussed below. See Excise Taxes in Note 1 - Summary of nine months ended September 30, 2016. Significant Accounting Policies under Part I, Item 1, of this report

• Litigation costs increased by $2 million in the nine months for additional information.

ended September 30, 2016.

• Bad debt, customer energy efficiency, and environmental Ameren Missouri remediation costs increased by $8 million in the third quarter Taxes other than income taxes were comparable in the third of 2016. These expenses are included in cost riders that quarter of 2016 with the year-ago period. Taxes other than result in higher electric and natural gas revenues, with no income taxes decreased $10 million in the first nine months of overall effect on net income.

2016, primarily because of decreased gross receipts taxes Provision for Callaway Construction and Operating License resulting from lower electric sales and natural gas volumes and decreased property taxes resulting from lower assessed property Primarily because of changes in vendor support for values. Electric revenues for gross receipts taxes decreased by licensing efforts at the NRC, Ameren Missouris assessment of an amount corresponding to the reduction in gross receipts taxes, long-term capacity needs, declining costs of alternative with no overall effect on net income.

generation technologies, and the regulatory framework in Missouri, Ameren Missouri discontinued its efforts to license and Ameren Illinois build a second nuclear unit at its existing Callaway energy center Taxes other than income taxes were comparable in the third site in the second quarter of 2015. As a result of this decision, quarter of 2016 with the year-ago period. Taxes other than Ameren and Ameren Missouri recognized a $69 million noncash income taxes decreased $3 million in the first nine months of pretax provision for all of the previously capitalized COL costs.

2016, primarily because of decreased gross receipts taxes, Depreciation and Amortization resulting from lower natural gas sales volumes and prices, and because of a decrease in property taxes between periods.

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 $34 million in the third quarter and the first nine months of 2016, respectively, compared with the year-ago Other Income and Expenses periods, because of increased expenses at Ameren Missouri and Ameren Illinois, as discussed below. Details of other income and expenses for the Ameren Companies are provided in Note 5 - Other Income and Expenses Ameren Missouri under Part I, Item 1, of this report.

Depreciation and amortization expenses increased $5 Interest Charges million in the third quarter of 2016, primarily because of electric system capital additions. Depreciation and amortization expenses Ameren Corporation increased $17 million in the first nine months of 2016, primarily Interest charges increased $10 million and $23 million in the because of increased depreciation rates resulting from the April third quarter and the first nine months of 2016, respectively, 2015 MoPSC electric rate order and electric system capital compared with the year-ago periods, due to an approximately additions.

$500 million increase in average outstanding debt and an Ameren Illinois increase in the cost of debt at Ameren (parent). Ameren (parent) issued senior unsecured notes in November 2015 to repay lower-cost short-term debt. A decrease in interest charges in the first nine months of 2016 at Ameren Missouri was partially offset by an increase in interest charges in both periods at Ameren Illinois, 48 Page 51 of 77

Enclosure 8 to ULNRC06341 as discussed below. Ameren Illinois Ameren Missouri The effective tax rate was comparable in the third quarter and the first nine months of 2016 with the year-ago periods.

Interest charges were comparable in the third quarter of 2016 with the year-ago period. Interest charges decreased $6 LIQUIDITY AND CAPITAL RESOURCES million in the first nine months of 2016, primarily because of a decrease in average outstanding debt. Our tariff-based gross margins are our principal source of cash from operating activities. A diversified retail customer mix, Ameren Illinois primarily consisting of rate-regulated residential, commercial, and industrial customers, provides us with a reasonably predictable Interest charges were comparable in the third quarter of source of cash. In addition to using cash generated from 2016 with the year-ago period. Interest charges increased $6 operating activities, we use available cash, credit agreement million in the first nine months of 2016, primarily because of an borrowings, commercial paper issuances, or, in the case of increase in average outstanding debt and interest on refunds for Ameren Missouri and Ameren Illinois, money pool borrowings the November 2013 and February 2015 complaint cases. See and other short-term borrowings from affiliates to support normal Note 2 - Rate and Regulatory Matters under Part I, Item 1, of this operations and temporary capital requirements. We may reduce report for additional information about the complaint cases.

our short-term borrowings with cash from operations, long-term Income Taxes borrowings, or, in the case of Ameren Missouri and Ameren Illinois, capital contributions from Ameren (parent). We expect to The following table presents effective income tax rates for make significant capital expenditures over the next five years as the three and nine months ended September 30, 2016 and 2015: we invest in our electric and natural gas utility infrastructure to Three Months(a) Nine Months(a) support overall system reliability, environmental compliance, and 2016 2015 2016 2015 other improvements. We intend to fund those capital Ameren 39% 38% 36% 38%

expenditures with available cash on hand, cash generated from Ameren Missouri 38% 37% 38% 37%

operating activities, commercial paper borrowings and debt Ameren Illinois 39% 38% 39% 38%

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

assuming constructive regulatory environments.

(a) Based on the current estimate of the annual effective tax rate adjusted to reflect the tax effect of items discrete to the relevant period. The use of cash from operating activities and short-term borrowings to fund capital expenditures and other long-term Ameren Corporation investments may periodically result in a working capital deficit, defined as current liabilities exceeding current assets, as was the The effective tax rate was comparable in the third quarter of case at September 30, 2016, for Ameren and Ameren Illinois. The 2016 with the year-ago period.

working capital deficit as of September 30, 2016, was primarily The effective tax rate was lower in the first nine months of the result of current maturities of long-term debt and our decision 2016, as compared with the year-ago period, primarily because to finance our businesses with lower-cost commercial paper of the recognition of excess tax benefits associated with share- issuances and money pool borrowings. With the credit capacity based compensation resulting from the difference between the available under the Credit Agreements and our cash and cash deduction for tax purposes and the compensation cost equivalents, the Ameren Companies had access to $1.5 billion of recognized for financial reporting purposes. See Accounting and liquidity at September 30, 2016.

Reporting Developments in Note 1 - Summary of Significant Accounting Policies under Part I, Item 1, of this report for additional information.

Ameren Missouri The effective tax rate was comparable in the third quarter and the first nine months of 2016 with the year-ago periods.

49 Page 52 of 77

Enclosure 8 to ULNRC06341 The following table presents net cash provided by (used in) operating, investing, and financing activities for the nine months ended September 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 $ 1,559 $ 1,547 $ 12 $ (1,551) $ (1,362) $ (189) $ (282) $ (113) $ (169)

Ameren(a) - discontinued operations (5) 5 Ameren Missouri 888 1,040 (152) (724) (739) 15 (362) (233) (129)

Ameren Illinois 627 541 86 (679) (615) (64) (16) 73 (89)

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

Cash Flows from Operating Activities Ameren Corporation

• A $54 million decrease in net energy costs collected from Ameren Missouri customers under the FAC.

Amerens cash from operating activities associated with

• A $36 million increase in payments to purchase stock continuing operations increased $12 million in the first nine associated with share-based compensation plan awards.

months of 2016, compared with the same period in 2015. The

• A $26 million increase in payments for the nuclear refueling following items contributed to the increase: and maintenance outage at the Ameren Missouri Callaway energy center. There was no refueling and maintenance

• A $42 million insurance receipt at Ameren Missouri related to outage in 2015.

the Taum Sauk breach. See Note 15 - Commitments and

• An $18 million increase in the cost of natural gas held in Contingencies under Part II, Item 8, in the Form 10-K for storage caused primarily by fewer withdrawals as a result of additional information. milder winter temperatures compared with the prior year.

• A $32 million increase in cash associated with the recovery

• A $16 million increase in interest payments, primarily due to of Ameren Illinois' IEIMA revenue requirement reconciliation an increase in the cost of Ameren (parent) debt, and an adjustments. The 2014 revenue requirement reconciliation increase in the average outstanding debt at Ameren Illinois.

adjustment, which is being recovered from customers in

• A $12 million decrease resulting from the change in 2016, was greater than the 2013 revenue requirement customer receivable balances, partially offset by an increase reconciliation adjustment, which was recovered from in electric and natural gas margins, as discussed in Results customers in 2015. of Operations, excluding certain noncash items.

• A $30 million decrease in coal inventory at Ameren Missouri,

• A $4 million increase in storm restoration costs.

as additional coal was purchased in 2015 to compensate for delivery disruptions experienced in 2014. Amerens cash from operating activities associated with

• A $25 million decrease in payments for purchased power discontinued operations was immaterial in both 2016 and 2015.

compared with amounts collected from Ameren Illinois customers. Ameren Missouri

• A $17 million decrease in expenditures for customer energy efficiency programs compared with amounts collected from Ameren Missouris cash from operating activities decreased Ameren Illinois customers. $152 million in the first nine months of 2016, compared with the

• A $15 million increase in cash associated with Ameren same period in 2015. The following items contributed to the Illinois' transmission revenue requirement reconciliation decrease:

adjustments, as $7 million was collected from customers in

• A $104 million decrease resulting from a reduction in electric 2016 compared to $8 million refunded to customers in 2015.

and natural gas margins, as discussed in Results of

• Income tax refunds of $7 million in 2016, compared with Operations, excluding certain noncash items, as well as the income tax payments of $6 million in 2015. In 2016, Ameren change in customer receivable balances.

generated net operating losses due to bonus depreciation,

• Income tax payments of $11 million to Ameren (parent) resulting in no current federal income tax liability.

pursuant to the tax allocation agreement in 2016, compared

• A net $8 million decrease in collateral postings with with income tax refunds of $52 million in 2015 primarily counterparties, primarily at Ameren Missouri, resulting from related to an audit settlement.

changes in the market prices of power and natural gas and

• A $54 million decrease in net energy costs collected from in contracted commodity volumes.

customers under the FAC.

The following items partially offset the increase in Ameren's

• A $26 million increase in payments for nuclear refueling and cash from operating activities associated with continuing maintenance outage at the Callaway energy center. There operations between periods: was no refueling and maintenance outage in 2015.

The following items partially offset the decrease in Ameren Missouris cash from operating activities between periods:

50 Page 53 of 77

Enclosure 8 to ULNRC06341

• A $42 million insurance receipt related to the Taum Sauk activity at Ameren Illinois, as discussed below, and a $43 million breach. See Note 15 - Commitments and Contingencies increase in ATXIs capital expenditures, which primarily related to under Part II, Item 8, in the Form 10-K for additional the Illinois Rivers and Spoon River projects.

information.

• A $30 million decrease in coal inventory, as additional coal Ameren Missouris cash used in investing activities was purchased in 2015 to compensate for delivery decreased $15 million in the first nine months of 2016, compared disruptions experienced in 2014. with the same period in 2015, due in part to an $85 million

• A net $5 million decrease in collateral postings with decrease in net money pool advances. These items were partially counterparties, primarily resulting from changes in the offset by increased capital expenditures of $56 million primarily market prices of power and natural gas and in contracted related to electric distribution system reliability and energy center commodity volumes. projects as well as an $11 million increase in nuclear fuel

• A $4 million decrease in pension and postretirement benefit expenditures.

plan contributions caused by a change in actuarial assumptions. Ameren Illinois cash used in investing activities increased

$64 million due to an increase in capital expenditures primarily Ameren Illinois related to qualified investments in natural gas infrastructure under the QIP rider, smart meter investments made pursuant to IEIMA, Ameren Illinois cash from operating activities increased $86 and storm restoration costs.

million in the first nine months of 2016, compared with the same period in 2015. The following items contributed to the increase: Ameren Missouri continually reviews its generation portfolio and expected power needs. As a result, Ameren Missouri could

• A $53 million increase resulting from an increase in electric modify its plan for generation capacity, the type of generation and natural gas margins, as discussed in Results of asset technology that will be employed, and whether capacity or Operations, excluding certain noncash items, partially offset power may be purchased, among other changes. Additionally, we by the change in customer receivable balances. continually review the reliability of our transmission and

• A $32 million increase in cash associated with the recovery distribution systems, expected capacity needs, and opportunities of IEIMA revenue requirement reconciliation adjustments. for transmission investments. The timing and amount of The 2014 revenue requirement reconciliation adjustment, investments could vary because of changes in expected capacity, which is being recovered from customers in 2016, was the condition of transmission and distribution systems, changes greater than the 2013 revenue requirement reconciliation in laws or regulations, and our ability and willingness to pursue adjustment, which was recovered from customers in 2015. transmission investments, among other factors. Any changes in

• A $25 million decrease in payments for purchased power future generation, transmission, or distribution needs could result compared with amounts collected from customers. in significant capital expenditures or impairment losses, which

• A $17 million decrease in expenditures for customer energy could be material. Compliance with environmental regulations efficiency programs compared with amounts collected from could also have significant impacts on the level of capital customers. expenditures. See Note 9 - Commitments and Contingencies in

• A $15 million increase in cash associated with transmission Part I, Item 1, of this report for additional information.

revenue requirement reconciliation adjustments, as $7 million was collected from customers in 2016 compared to Cash Flows from Financing Activities

$8 million refunded to customers in 2015.

Cash provided by, or used in, financing activities is a result The following items partially offset the increase in Ameren of our financing needs, which depend on the level of cash Illinois cash from operating activities between periods: provided by operating activities, the level of cash used in investing activities, the dividends declared by Amerens board of

• A $14 million increase in the cost of natural gas held in directors, and our long-term debt maturities, among other things.

storage caused primarily by fewer withdrawals as a result of milder winter temperatures compared with the prior year. Amerens cash used in financing activities associated with

• An $8 million increase in interest payments, primarily due to continuing operations increased $169 million during the first nine an increase in the average outstanding debt, including months of 2016, compared to the same period in 2015. Short-senior secured notes issued in December 2015. term and long-term debt issuances, net of long-term debt

• A $7 million increase in pension and postretirement benefit repayments, resulted in $137 million less cash provided by plan contributions caused by the timing of payments. financing activities in the first nine months of 2016, compared

• A $4 million increase in storm restoration costs. with the year-ago period. Additionally, there was a $20 million increase in employee withholding taxes related to share-based Cash Flows from Investing Activities payments in the first nine months of 2016, compared to the same period in 2015.

Amerens cash used in investing activities associated with continuing operations increased $189 million in the first nine Ameren Missouris cash used in financing activities months of 2016, compared with the same period in 2015. Capital increased $129 million in the first nine months of 2016, compared expenditures increased $164 million principally as a result of the with the same period in 2015. Cash used in net short-term and 51 Page 54 of 77

Enclosure 8 to ULNRC06341 long-term debt activity was $111 million in 2016, compared with Ameren Illinois paid Ameren (parent) dividends of $95 million, providing cash of $38 million in the year-ago period. Cash paid to compared with no dividend payments in 2015. Additionally, cash Ameren (parent) as dividends, net of capital contributions provided by net short-term and long-term debt activity, as well as received from parent, decreased $19 million between the two money pool borrowings, increased $7 million in 2016, compared nine-month periods. with the year-ago period.

Ameren Illinois financing activities used net cash of $16 See Long-term Debt and Equity in this section for additional million during the first nine months of 2016, compared to information on maturities and issuances of long-term debt.

providing net cash of $73 million during the same period in 2015.

Credit Facility Borrowings and Liquidity The liquidity needs of Ameren, Ameren Missouri, and Ameren Illinois are typically supported through the use of available cash, commercial paper issuances, short-term intercompany borrowings, or drawings under committed credit agreements. 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 September 30, 2016:

Ameren and Ameren Missouri:

Missouri Credit Agreement (a) - borrowing capacity $ 1,000 Less: Ameren (parent) commercial paper outstanding 263 Less: Ameren Missouri commercial paper outstanding Missouri Credit Agreement - credit available 737 Ameren and Ameren Illinois:

Illinois Credit Agreement (a) - borrowing capacity 1,100 Less: Ameren (parent) commercial paper outstanding 188 Less: Ameren Illinois commercial paper outstanding 157 Less: Letters of credit 4 Illinois Credit Agreement - credit available 751 Total Credit Available $ 1,488 Cash and cash equivalents 18 Total Liquidity $ 1,506 (a) Expires in December 2019.

rate of interest depends on the composition of internal and The Credit Agreements are used to borrow cash, to issue external funds in the utility money pool. Ameren Missouri and letters of credit, and to support issuances under Amerens Ameren Illinois will access funds from the utility money pool, the (parent), Ameren Missouris, and Ameren Illinois commercial Credit Agreements, or the commercial paper programs depending paper programs. Both of the Credit Agreements are available to on which option has the lowest interest rates.

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 August 2016, the FERC (parent), Ameren Missouri, and Ameren Illinois commercial paper issued an order authorizing Ameren Illinois to issue up to $1 programs were available at lower interest rates than the interest billion of short-term debt securities through September 2018.

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.

52 Page 55 of 77

Enclosure 8 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 nine months ended September 30, 2016 and 2015. The Ameren Companies did not issue any common stock during the first nine 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. On October 14, 2016, Amerens board of agreements and in certain of the Ameren Companies indentures directors declared a quarterly common stock dividend of 44 cents and articles of incorporation. per share payable on December 30, 2016, to shareholders of record on December 7, 2016, resulting in an annualized At September 30, 2016, the Ameren Companies were in equivalent dividend rate of $1.76 per share. The previous compliance with the provisions and covenants contained in their annualized equivalent dividend rate, based on the common stock credit agreements, indentures, and articles of incorporation. dividend declared and paid in the third quarter of 2016, was

$1.70 per share.

We consider access to short-term and long-term capital markets a significant source of funding for capital requirements See Note 4 - Short-term Debt and Liquidity and Note 5 -

not satisfied by cash generated from our operating activities. Long-term Debt and Equity Financings under Part II, Item 8, of Inability to raise capital on reasonable terms, particularly during the Form 10-K for additional discussion of covenants and times of uncertainty in the capital markets, could negatively affect provisions contained in certain of the Ameren Companies our ability to maintain and expand our businesses. After financial agreements and articles of incorporation that would assessing its current operating performance, liquidity, and credit restrict the Ameren Companies payment of dividends in certain ratings (see Credit Ratings below), Ameren, Ameren Missouri, 53 Page 56 of 77

Enclosure 8 to ULNRC06341 circumstances. At September 30, 2016, none of these The following table presents the principal credit ratings of circumstances existed at Ameren, Ameren Missouri, or Ameren the Ameren Companies by Moodys and S&P effective on the Illinois and, as a result, these companies were not restricted from date of this report:

paying dividends.

Moodys S&P The following table presents common stock dividends Ameren:

declared and paid by Ameren Corporation to its common Issuer/corporate credit rating Baa1 BBB+

shareholders and by Ameren Missouri and Ameren Illinois to their Senior unsecured debt Baa1 BBB parent, Ameren Corporation, for the nine months ended Commercial paper P-2 A-2 September 30, 2016 and 2015: Ameren Missouri:

Issuer/corporate credit rating Baa1 BBB+

Nine Months Secured debt A2 A 2016 2015 Senior unsecured debt Baa1 BBB+

Ameren Missouri $ 285 $ 490 Commercial paper P-2 A-2 Ameren Illinois 95 Ameren Illinois:

Ameren 309 298 Issuer/corporate credit rating A3 BBB+

Secured debt A1 A Contractual Obligations Senior unsecured debt A3 BBB+

Commercial paper P-2 A-2 For a listing of our obligations and commitments, see Other Obligations in Note 9 - Commitments and Contingencies under A credit rating is not a recommendation to buy, sell, or hold Part I, Item 1, of this report. See Note 11 - Retirement Benefits securities. It should be evaluated independently of any other under Part I, Item 1, of this report for information regarding rating. Ratings are subject to revision or withdrawal at any time expected minimum funding levels for our pension plan. by the rating organization.

At September 30, 2016, total obligations related to Collateral Postings commitments for coal, natural gas, nuclear fuel, purchased power, methane gas, equipment, and meter reading services, Any weakening of our credit ratings may reduce access to among other agreements, at Ameren, Ameren Missouri, and capital and trigger additional collateral postings and Ameren Illinois were $4,328 million, $2,428 million, and $1,859 prepayments. Such changes may also increase the cost of million, respectively. borrowing, resulting in an adverse effect on earnings. Cash collateral postings and prepayments made with external parties, Off-Balance-Sheet Arrangements including postings related to exchange-traded contracts, and cash collateral posted by external parties were immaterial at At September 30, 2016, none of the Ameren Companies Ameren, Ameren Missouri, and Ameren Illinois at September 30, had off-balance-sheet financing arrangements, other than 2016. A sub-investment-grade issuer or senior unsecured debt operating leases entered into in the ordinary course of business, rating (whether below BBB- from S&P or below Baa3 from letters of credit, and Ameren parent guarantee arrangements on Moodys) at September 30, 2016, could have resulted in Ameren, behalf of its subsidiaries. None of the Ameren Companies expect Ameren Missouri, or Ameren Illinois being required to post to engage in any significant off-balance-sheet financing additional collateral or other assurances for certain trade arrangements in the near future.

obligations amounting to $106 million, $60 million, and $46 Credit Ratings million, respectively.

The credit ratings of the Ameren Companies assigned by Changes in commodity prices could trigger additional Moodys and S&P can affect our liquidity, access to the capital collateral postings and prepayments. Based on credit ratings at markets and credit markets, cost of borrowing under credit September 30, 2016, if market prices were 15% higher or lower facilities and commercial paper programs, and collateral posting than September 30, 2016 levels in the next 12 months and 20%

requirements under commodity contracts. higher or lower thereafter through the end of the term of the commodity contracts, then Ameren, Ameren Missouri, or Ameren Illinois could be required to post an immaterial amount, compared to each companys liquidity, of collateral or other assurances for certain trade obligations.

54 Page 57 of 77

Enclosure 8 to ULNRC06341 OUTLOOK

• Both Ameren Illinois and ATXI use a forward-looking rate calculation with an annual revenue requirement We seek to earn competitive returns on investments in our reconciliation for each companys electric transmission businesses. We are seeking to improve our regulatory business. With the rates that will become effective on frameworks and cost recovery mechanisms and simultaneously January 1, 2017, and the currently allowed 10.82% return on pursuing constructive regulatory outcomes within existing common equity, which includes a 50 basis point incentive frameworks. We are seeking to align our overall spending, both adder, the 2017 revenue requirement for Ameren Illinois operating and capital, with economic conditions and with electric transmission business would be $258 million, which regulatory frameworks established by our regulators. represents a $17 million increase over the 2016 revenue Consequently, we are focused on minimizing the gap between requirement, which was based on a 12.38% return on allowed and earned returns on equity. We intend to allocate common equity, primarily due to rate base growth. These capital resources to our business opportunities that offer the most rates reflect a capital structure comprised of 51.6% common attractive risk-adjusted return potential. equity and a projected average rate base of $1.4 billion.

With the rates that will become effective on January 1, 2017, Below are some key trends, events, and uncertainties that and the currently allowed 10.82% return on equity, which are reasonably likely to affect our results of operations, financial includes a 50 basis point incentive adder, the 2017 revenue condition, or liquidity, as well as our ability to achieve strategic requirement for ATXIs electric transmission business would and financial objectives, for 2016 and beyond. be $171 million, which represents a $31 million increase over the 2016 revenue requirement, which was based on a Operations 12.38% return on common equity, primarily due to rate base

• Our strategy for earning competitive returns on our growth as a result of the Illinois Rivers project. These rates investments involves meeting customer energy needs in an reflect a capital structure comprised of 56.2% common efficient fashion, working to enhance regulatory frameworks, equity and a projected average rate base of $1.1 billion.

making timely and well-supported rate case filings, and

• The return on common equity was the subject of two FERC aligning overall spending with rate case outcomes, complaint proceedings, the November 2013 complaint case economic conditions, and return opportunities. and the February 2015 complaint case, that each challenge

• Ameren continues to pursue its plans to invest in FERC- the allowed base return on common equity for MISO regulated electric transmission. MISO has approved three transmission owners. In September 2016, the FERC issued electric transmission projects to be developed by ATXI. The a final order in the November 2013 complaint case which first project, Illinois Rivers, involves the construction of a lowered the allowed base return on common equity to transmission line from western Indiana across the state of 10.32%. The order was consistent with the initial decision an Illinois to eastern Missouri. The last section of this project is administrative law judge issued in December 2015 and expected to be completed by 2019. The Spoon River project requires customer refunds, with interest, to be issued for the located in northwest Illinois and the Mark Twain project 15-month period ended February 2015. In addition, the new located in northeast Missouri are the other two MISO- allowed base return on common equity is reflected in rates approved projects to be constructed by ATXI. These two prospectively from the September 2016 effective date of the projects are expected to be completed in 2018. The Illinois order. Refunds are expected to be issued in the first half of Rivers and the Spoon River projects have received all of the 2017. In June 2016, an administrative law judge issued an necessary commission approvals to authorize their initial decision in the February 2015 complaint case which construction. In April 2016, the MoPSC granted ATXI a would lower the allowed base return on common equity to certificate of convenience and necessity for the Mark Twain 9.70% and would require customer refunds, with interest, to project. Before starting construction, ATXI must obtain be issued for the 15-month period ended May 2016. The assents for road crossings from the five counties where the FERC is expected to issue a final order in the February line will be constructed. None of the five county 2015 complaint case in the second quarter of 2017. The commissions approved ATXIs requests for the assents. In final order in the February 2015 complaint case will October 2016, ATXI filed suit in each of the five county determine the allowed base return on common equity for the circuit courts to obtain the assents. A decision from each of 15-month period ended May 2016. The final order in the the county circuit courts is expected in 2017. ATXI is February 2015 complaint case will also establish the allowed planning to complete the project in 2018; however, delays in base return on common equity that will apply prospectively obtaining the assents could delay the completion date. The from its expected second quarter 2017 effective date, total investment in all three projects is expected to be more replacing the 10.32% allowed base return on common than $1.0 billion from 2016 through 2019. This total includes equity, which became effective in September 2016. A 50 over $60 million of investment by Ameren Illinois to construct basis point reduction in the FERC-allowed base return on connections to its existing transmission system. In addition common equity would reduce Ameren's and Ameren Illinois' to its investment in the MISO-approved projects, Ameren net income by an estimated $7 million and $4 million, Illinois expects to invest $1.9 billion in electric transmission respectively, based on each companys 2017 projected assets from 2016 through 2020 to address load growth and average rate base. Ameren and Ameren Illinois recorded reliability requirements. current regulatory liabilities on their respective September 30, 2016 balance sheets, representing their 55 Page 58 of 77

Enclosure 8 to ULNRC06341 estimate of the expected refunds. consideration of the FAC-tariff provision that allows Ameren

• On July 1, 2016, Ameren Missouri filed a request with the Missouri to retain a portion of its off-system sales. In the first MoPSC seeking approval to increase its annual revenues five months of 2017, Ameren Missouri estimates an $8 for electric service by $206 million. The electric rate increase million reduction in earnings related to the continuation of request is based on a 9.9% return on equity, a capital significantly lower expected electric sales to the New Madrid structure comprised of 51.8% equity, a rate base of $7.2 Smelter. However, the expected adjustment of rates in May billion, and a test year ended March 31, 2016, with certain 2017 to accurately reflect the smelters actual sales volumes pro-forma adjustments through the anticipated true-up date is estimated to result in a $30 million increase in 2017 of December 31, 2016. As a part of its filing, Ameren earnings, compared to 2016 earnings. Operations at the Missouri requested the amortization over ten years of an New Madrid Smelter remain suspended and Ameren estimated $81 million of lost fixed cost recovery due to lower Missouri is uncertain of future sales to the smelter.

sales, as discussed below, to the New Madrid Smelter

• In November 2016, the MoPSC approved a $28 million during the period April 2015 through May 2017. The MoPSC MEEIA 2013 performance incentive based on a revised proceeding relating to the proposed electric service rate stipulation agreement between Ameren Missouri, the changes will take place over a period of up to 11 months, MoPSC staff, and the MoOPC. As a result, Ameren Missouri with a decision by the MoPSC expected by late April 2017 will recognize $9 million of additional revenues in the fourth and new rates effective in late May 2017. A 50 basis point quarter of 2016 relating to the MEEIA 2013 performance change in Ameren Missouris return on common equity incentive. Further, the revised stipulation agreement would result in an estimated $18 million change in Amerens included a provision to incorporate the results of the appeal, and Ameren Missouris net income, based on Ameren discussed below, regarding the determination of an input Missouris current electric rate base. used to calculate the performance incentive. In November

• In April 2015, the MoPSC issued an order approving an 2015, the MoPSC issued an order regarding the increase in Ameren Missouris annual revenues for electric determination of an input used to calculate the performance service. The order also approved Ameren Missouris request incentive. Ameren Missouri filed an appeal of the order with for continued use of the FAC; however, it changed the FAC the Missouri Court of Appeals, Western District, which is to exclude all transmission revenues and substantially all expected to issue a decision in 2016. If the Missouri Court of transmission charges. This change to Ameren Missouris Appeals, Western District, overturns the November 2015 FAC is contributing to regulatory lag. For example, the April MoPSC order, Ameren Missouri may recognize additional 2015 MoPSC electric rate order included $29 million of revenues in excess of the $28 million approved by the transmission charges in base rates that were previously MoPSC in November 2016.

included in the FAC. Ameren Missouri expects transmission

• The throughput disincentive recovery under MEEIA 2016 charges to increase to $50 million in 2016, with further cost replaced the net shared benefits that were collected under increases expected in the foreseeable future. However, MEEIA 2013. Net shared benefits compensated Ameren transmission revenues included in base rates in the April Missouri for the current year and longer-term financial 2015 MoPSC electric rate order totaled $34 million and are impacts of customer energy efficiency programs in each expected to remain relatively constant in 2016 and into the year of the program from 2013 through 2015. The near future. In its July 2016 electric rate case, in an effort to throughput disincentive included in MEEIA 2016, however, is mitigate the regulatory lag resulting from the changes to the designed to be earnings neutral each year by compensating FAC in the April 2015 order, Ameren Missouri requested the Ameren Missouri for the lost sales volumes from its implementation of a new tracking mechanism for customer energy efficiency programs that occur in that year, transmission charges and revenues. but does not compensate for the longer-term financial

• Ameren Missouri supplies electricity to the New Madrid impacts of these programs until sales volumes are lost in a Smelter. In the first quarter of 2016, operations at the New future year. The unfavorable on-going effects of sales Madrid Smelter were suspended. In addition, Noranda filed volume reductions from the MEEIA 2013 energy efficiency voluntary petitions for a court-supervised restructuring programs were previously recognized during 2013 through process under Chapter 11 of the United States Bankruptcy 2015 as net shared benefits, and therefore, any such lost Code. In October 2016, Noranda sold the New Madrid sales volumes have impacted and will continue to negatively Smelter to ARG International AG. As a result of these events impact Ameren and Ameren Missouri earnings until the date in 2016, actual sales volumes to the New Madrid Smelter that new rates in the July 2016 rate case become effective will be significantly below the sales volumes reflected in in May 2017.

rates and, therefore, Ameren Missouri has not fully

• The IEIMA provides for an annual reconciliation of the recovered and will not fully recover its revenue requirement, revenue requirement necessary to reflect the actual costs which included $78 million for sales to the New Madrid incurred in a given year with the revenue requirement that Smelter, until rates are adjusted prospectively by the was reflected in customer rates for that year. Consequently, MoPSC in the July 2016 electric rate case to accurately Ameren Illinois' 2016 electric distribution service revenues reflect the smelters actual sales volumes. Ameren Missouri will be based on its 2016 actual recoverable costs, rate estimates a $38 million reduction in 2016 earnings, base, and return on common equity as calculated under the compared to 2015, relating to the significantly lower IEIMA's performance-based formula ratemaking framework.

expected electric sales to the New Madrid Smelter after The 2016 revenue requirement is expected to be higher 56 Page 59 of 77

Enclosure 8 to ULNRC06341 than the 2015 revenue requirement because of an expected are included in the FAC, which results in limited impacts to increase in recoverable costs and rate base growth. A 50 earnings.

basis point change in the average monthly yields of the 30-

• As we continue to experience cost increases and to make year United States Treasury bonds would result in an infrastructure investments, Ameren Missouri and Ameren estimated $6 million change in Ameren's and Ameren Illinois' Illinois expect to seek regular electric and natural gas rate net income, based on Ameren Illinois 2016 projected year- increases and timely cost recovery and tracking end rate base. mechanisms from their regulators. Ameren Missouri and

• In December 2015, the ICC issued an order with respect to Ameren Illinois will also seek, as necessary, legislative Ameren Illinois annual update filing. The ICC approved a solutions to address regulatory lag and to support

$106 million increase in Ameren Illinois electric distribution investment in their utility infrastructure for the benefit of their service revenue requirement beginning in January 2016. customers. Ameren Missouri and Ameren Illinois continue to These rates have affected and will continue to affect Ameren face cost recovery pressures including limited economic Illinois' cash receipts during 2016, but will not be the sole growth in their service territories, customer conservation determinant of its electric distribution service operating efforts, the impacts of additional customer energy efficiency revenues, which will instead be largely determined by the programs, increased customer use of innovative and IEIMA's 2016 revenue requirement reconciliation. The 2016 increasingly cost-effective technological advances including revenue requirement reconciliation, as discussed above, is private generation and storage, increased investments and expected to result in a regulatory asset that will be collected expected future investments for environmental compliance, from customers in 2018. system reliability improvements, and new generation

• In April 2016, Ameren Illinois filed with the ICC its annual capacity, including renewable energy requirements.

electric distribution service formula rate update to establish Increased investments also result in higher depreciation and the revenue requirement used for 2017 rates. Pending ICC financing costs. Increased costs are also expected from approval, Ameren Illinois update filing will result in a $14 rising employee benefit costs and higher property and million decrease in Ameren Illinois electric distribution income taxes, among other costs.

service revenue requirement, beginning in January 2017.

This update reflects an increase to the annual formula rate For additional information regarding recent rate orders and based on 2015 actual costs and expected net plant related appeals and pending requests filed with state and federal additions for 2016, an increase to include the 2015 revenue regulatory commissions, see Note 2 - Rate and Regulatory requirement reconciliation adjustment, and a decrease for Matters under Part I, Item 1, of this report and Note 2 - Rate and the conclusion of the 2014 revenue requirement Regulatory Matters under Part II, Item 8, of the Form 10-K.

reconciliation adjustment, which will be fully collected from customers in 2016. These rates will affect Ameren Illinois' Liquidity and Capital Resources cash receipts during 2017, but will not be the sole

• Through 2020, we expect to make significant capital determinant of its electric distribution service operating expenditures to improve our electric and natural gas utility revenues, which will instead be largely determined by the infrastructure with a major portion directed to our IEIMA's 2017 revenue requirement reconciliation. In October transmission and distribution systems. We estimate that we 2016, an administrative law judge issued a proposed order will invest in total up to $11.5 billion (Ameren Missouri - up that reflected a decrease to Ameren Illinois electric to $4.3 billion; Ameren Illinois - up to $6.2 billion; ATXI - up distribution service revenue requirement of $14 million. An to $1.0 billion) during 2016 through 2020.

ICC decision on the revenue requirement used for 2017

• Environmental regulations, including those related to CO2 rates is expected by December 2016.

emissions, or other actions taken by the EPA could result in

• As of December 31, 2015, Ameren Missouris energy significant increases in capital expenditures and operating centers that emit CO2 represented approximately 20% and costs. These costs could be prohibitive, which could result 35% of Amerens and Ameren Missouris rate base, in the closure of some of Ameren Missouri's coal-fired respectively. Ameren and Ameren Missouri estimate their energy centers. Ameren Missouri's capital expenditures are investments in energy centers that emit CO2 will represent subject to MoPSC prudence reviews, which could result in approximately 15% and 31% of Amerens and Ameren cost disallowances as well as regulatory lag. The cost of Missouris rate base by December 31, 2020. Ameren Illinois purchased power and gas purchased for

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

sale may decrease versus non-outage years. Changes in

• Ameren continues to evaluate the Clean Power Plan's purchased power costs and excess power available for sale potential impacts to its operations, including those related to 57 Page 60 of 77

Enclosure 8 to ULNRC06341 electric system reliability, and its level of investment in Illinois - $132 million) and $135 million in federal and state customer energy efficiency programs, renewable energy, income tax credit carryforwards (Ameren Missouri - $28 and other forms of generation investment. In February 2016, million and Ameren Illinois - $1 million). In addition, Ameren the United States Supreme Court stayed the Clean Power has $37 million of expected state income tax refunds and Plan and all implementation requirements until the legal state overpayments. Consistent with the tax allocation appeals are concluded. If the rule is ultimately upheld and agreement between Ameren and its subsidiaries, these implemented in substantially its current form, Ameren carryforwards are expected to partially offset income tax Missouri expects to incur increased net fuel and operating liabilities for Ameren Missouri until 2019 and Ameren Illinois costs, and make new or accelerated capital expenditures, in until 2018. Ameren does not expect to make material federal addition to the costs of making modifications to existing income tax payments until 2021. These tax benefits, operations in order to achieve compliance. Compliance primarily at the Ameren (parent) level, when realized, would measures could result in the closure or alteration of the be available to support funding ATXI transmission operation of some of Ameren Missouris coal and natural- investments.

gas-fired energy centers, which could result in increased

• Ameren expects its cash used for capital expenditures and operating costs. dividends to exceed cash provided by operating activities

• Ameren Missouri files a nonbinding integrated resource plan over the next several years. Ameren expects to use debt to with the MoPSC every three years. Ameren Missouris fund such cash shortfalls; it does not currently expect to integrated resource plan filed with the MoPSC in October issue equity over the next several years.

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

• The Ameren Companies have multiyear credit agreements which, if any, of these initiatives will be executed. The execution that cumulatively provide $2.1 billion of credit through of these initiatives may have a material impact on our future December 2019, subject to a 364-day repayment term in the results of operations, financial position, or liquidity.

case of Ameren Missouri and Ameren Illinois. See Note 3 - REGULATORY MATTERS Short-term Debt and Liquidity under Part I, Item 1, of this report for additional information regarding the Credit See Note 2 - Rate and Regulatory Matters under Part I, Agreements. Ameren, Ameren Missouri, and Ameren Illinois Item 1, of this report.

believe that their liquidity is adequate given their expected operating cash flows, capital expenditures, and related ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES financing plans. However, there can be no assurance that ABOUT MARKET RISK.

significant changes in economic conditions, disruptions in the capital and credit markets, or other unforeseen events Market risk is the risk of changes in value of a physical asset will not materially affect their ability to execute their or a financial instrument, derivative or nonderivative, caused by expected operating, capital, or financing plans. fluctuations in market variables such as interest rates, commodity

• In December 2015, a federal tax law was enacted that prices, and equity security prices. A derivative is a contract whose authorized the continued use of bonus depreciation that value is dependent on, or derived from, the value of some allows for an acceleration of deductions for tax purposes at underlying asset or index. The following discussion of our risk a rate of 50% for 2015, 2016, and 2017. The rate will be management activities includes forward-looking statements that reduced to 40% in 2018 and then to 30% in 2019. Bonus involve risks and uncertainties. Actual results could differ depreciation will be phased out in 2020 unless a new law is materially from those projected in the forward-looking statements.

enacted. Bonus depreciation is expected to reduce or We handle market risk in accordance with established policies, eliminate federal income tax payments through at least which may include entering into various derivative transactions.

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

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

• As of September 30, 2016, Ameren had $511 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 - $39 million and Ameren oversight.

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Enclosure 8 to ULNRC06341 There have been no material changes to the quantitative restructuring proceeding will not affect the suppliers performance and qualitative disclosures about interest rate risk, credit risk, under the terms of its existing contracts with Ameren Missouri equity price risk, commodity price risk, and commodity supplier and therefore do not expect any material impact to Ameren risk included in the Form 10-K. Regarding commodity supplier Missouris operations as a result of this restructuring proceeding.

risk, in April 2016, Ameren Missouris primary supplier of ultra-low See Item 7A under Part II of the Form 10-K for a more detailed sulfur coal announced that it had filed a voluntary petition for discussion of our market risk.

restructuring under Chapter 11 of the United States Bankruptcy Code. At this time, Ameren and Ameren Missouri believe the 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 nine months ended September 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 Nine Months Ameren Ameren Ameren Ameren Missouri Illinois Ameren Missouri Illinois Ameren Fair value of contracts at beginning of period, net $ (12) $ (181) $ (193) $ (27) $ (219) $ (246)

Contracts realized or otherwise settled during the period 2 7 9 8 35 43 Fair value of new contracts entered into during the period (1) (1) 9 (1) 8 Other changes in fair value (3) (12) (15) (3) (2) (5)

Fair value of contracts outstanding at end of period, net $ (13) $ (187) $ (200) $ (13) $ (187) $ (200)

The following table presents maturities of derivative contracts as of September 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 $ (8) $ (1) $ $ $ (9)

Level 2(a) (3) (6) (9)

Level 3(b) 7 (2) 5 Total $ (4) $ (9) $ $ $ (13)

Ameren Illinois:

Level 1 $ $ $ $ $

Level 2(a) (7) (8) (15)

Level 3(b) (12) (26) (27) (107) (172)

Total $ (19) $ (34) $ (27) $ (107) $ (187)

Ameren:

Level 1 $ (8) $ (1) $ $ $ (9)

Level 2(a) (10) (14) (24)

Level 3(b) (5) (28) (27) (107) (167)

Total $ (23) $ (43) $ (27) $ (107) $ (200)

(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 September 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 59 Page 62 of 77

Enclosure 8 to ULNRC06341 evaluations, as of September 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.

(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 lawsuits filed in October 2016 in the circuit courts of each of Adair, Knox, Marion, Schuyler, and Shelby counties in Missouri to obtain assents for road crossings in the counties where the Mark Twain transmission project will be constructed;

• the February 2015 complaint case 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.

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

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Enclosure 8 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:

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.

61 Page 64 of 77

Enclosure 8 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: November 4, 2016 62 Page 65 of 77

Enclosure 8 to ULNRC06341 Exhibit 12.1 Ameren Corporation Computation of Ratio of Earnings to Fixed Charges (Thousands of Dollars, Except Ratio)

Nine Months Ended September 30, 2016 Earnings available for fixed charges, as defined:

Net income from continuing operations attributable to Ameren Corporation $ 620,681 Loss from equity investee 4,306 Tax expense based on income 355,386 Fixed charges excluding subsidiary preferred stock dividends tax adjustment 310,698 Earnings available for fixed charges, as defined $ 1,291,071 Fixed charges, as defined:

Interest expense on short-term and long-term debt $ 281,935 Estimated interest cost within rental expense 7,090 Amortization of net debt premium, discount, and expenses 16,841 Subsidiary preferred stock dividends 4,832 Adjust subsidiary preferred stock dividends to pretax basis 3,025 Total fixed charges, as defined $ 313,723 Consolidated ratio of earnings to fixed charges 4.12 Page 66 of 77 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)

Nine Months Ended September 30, 2016 Earnings available for fixed charges, as defined:

Net income $ 349,823 Tax expense based on income 214,731 Fixed charges 170,480 Earnings available for fixed charges, as defined $ 735,034 Fixed charges, as defined:

Interest expense on short-term and long-term debt $ 162,408 Estimated interest cost within rental expense 3,502 Amortization of net debt premium, discount, and expenses 4,570 Total fixed charges, as defined $ 170,480 Ratio of earnings to fixed charges 4.31 Earnings required for combined fixed charges and preferred stock dividends:

Preferred stock dividends $ 2,565 Adjustment to pretax basis 1,575

$ 4,140 Combined fixed charges and preferred stock dividend requirements $ 174,620 Ratio of earnings to combined fixed charges and preferred stock dividend requirements 4.21 Page 67 of 77 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)

Nine Months Ended September 30, 2016 Earnings available for fixed charges, as defined:

Net income $ 225,058 Tax expense based on income 143,917 Fixed charges 111,793 Earnings available for fixed charges, as defined $ 480,768 Fixed charges, as defined:

Interest expense on short-term and long-term debt $ 97,504 Estimated interest cost within rental expense 3,588 Amortization of net debt premium, discount, and expenses 10,701 Total fixed charges, as defined $ 111,793 Ratio of earnings to fixed charges 4.30 Earnings required for combined fixed charges and preferred stock dividends:

Preferred stock dividends $ 2,267 Adjustment to pretax basis 1,450

$ 3,717 Combined fixed charges and preferred stock dividend requirements $ 115,510 Ratio of earnings to combined fixed charges and preferred stock dividend requirements 4.16 Page 68 of 77 to ULNRC06341 Exhibit 31.1 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 September 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: November 4, 2016

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

Page 69 of 77 to ULNRC06341 Exhibit 31.2 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 September 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: November 4, 2016

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

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

Page 70 of 77 to ULNRC06341 Exhibit 31.3 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 September 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: November 4, 2016

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

Page 71 of 77 to ULNRC06341 Exhibit 31.4 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 September 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: November 4, 2016

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

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

Page 72 of 77 to ULNRC06341 Exhibit 31.5 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 September 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: November 4, 2016

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

Page 73 of 77 to ULNRC06341 Exhibit 31.6 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 September 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: November 4, 2016

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

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

Page 74 of 77 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 September 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: November 4, 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 75 of 77 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 September 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: November 4, 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 76 of 77 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 September 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: November 4, 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 77 of 77