ML16348A380

Enclosure 6 - 10-Q Filed Period 3/31/2016

ML16348A380
Person / Time
Site:	Callaway
Issue date:	03/31/2016
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: ML16348A380 (72)

Text

Enclosure 6 to ULNRC-06341 10-Q FILED PERIOD 3/31/2016

Enclosure 6 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 March 31, 2016 OR Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Exact name of registrant as specified in its charter; Commission State of Incorporation; IRS Employer File Number Address and Telephone Number Identification No.

1-14756 Ameren Corporation 43-1723446 (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222 1-2967 Union Electric Company 43-0559760 (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222 1-3672 Ameren Illinois Company 37-0211380 (Illinois Corporation) 6 Executive Drive Collinsville, Illinois 62234 (618) 343-8150 Indicate by check mark whether the registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

Ameren Corporation Yes No Union Electric Company Yes No Ameren Illinois Company Yes No Indicate by check mark whether each registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Ameren Corporation Yes No Union Electric Company Yes No Ameren Illinois Company Yes No Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

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Enclosure 6 to ULNRC06341 Large Accelerated Accelerated Non-Accelerated Smaller Reporting Filer Filer Filer Company Ameren Corporation Union Electric Company Ameren Illinois Company Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

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

Ameren Corporation Common stock, $0.01 par value per share - 242,634,798 Union Electric Company Common stock, $5 par value per share, held by Ameren Corporation - 102,123,834 Ameren Illinois Company Common stock, no par value, held by Ameren Corporation - 25,452,373 This combined Form 10-Q is separately filed by Ameren Corporation, Union Electric Company, and Ameren Illinois Company. Each registrant hereto is filing on its own behalf all of the information contained in this quarterly report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

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Enclosure 6 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 36 Item 3. Quantitative and Qualitative Disclosures About Market Risk 52 Item 4. Controls and Procedures 53 PART II Other Information Item 1. Legal Proceedings 54 Item 1A. Risk Factors 54 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 54 Item 6. Exhibits 55 Signatures 56 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 6 to ULNRC06341 GLOSSARY OF TERMS AND ABBREVIATIONS return on common equity and 30-year United States Treasury bond yields, the related financial commitments We use the words our, we or us with respect to certain required by the IEIMA, and the resulting uncertain impact on information that relates to Ameren, Ameren Missouri, and Ameren Ameren Illinois' results of operations, financial position, and Illinois, collectively. When appropriate, subsidiaries of Ameren liquidity; Corporation are named specifically as their various business

• our ability to align our overall spending, both operating and activities are discussed. Refer to the Form 10-K for a complete capital, with regulatory frameworks established by our listing of glossary terms and abbreviations. Only new or regulators in an attempt to earn our allowed return on equity; significantly changed terms and abbreviations are included

• the effects of changes in laws and other governmental below. actions, including monetary, fiscal, tax, and energy policies;

• the effects of changes in federal, state, or local tax laws, Form 10-K - The combined Annual Report on Form 10-K for the regulations, interpretations, or rates and any challenges to year ended December 31, 2015, filed by the Ameren Companies the tax positions taken by the Ameren Companies; with the SEC.

• the effects on demand for our services resulting from MEEIA 2013 - Ameren Missouris portfolio of customer energy technological advances, including advances in customer efficiency programs, net shared benefits and performance energy efficiency and distributed generation sources, which incentive for 2013 through 2015, as approved by the MoPSC in generate electricity at the site of consumption and are August 2012. becoming more cost-competitive; MEEIA 2016 - Ameren Missouris portfolio of customer energy

• the effectiveness of Ameren Missouri's customer energy efficiency programs, throughput disincentive and performance efficiency programs and the related amount of any revenues incentive for March 2016 through February 2019, as approved by and performance incentive earned under MEEIA 2013, the MoPSC in February 2016. MEEIA 2016, and any future approved MEEIA plan;

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

• the cost and availability of fuel such as coal, natural gas, and enriched uranium used to produce electricity; the cost Statements in this report not based on historical facts are and availability of purchased power and natural gas for considered forward-looking and, accordingly, involve risks and distribution; and the level and volatility of future market uncertainties that could cause actual results to differ materially prices for such commodities, including our ability to recover from those discussed. Although such forward-looking statements the costs for such commodities and our customers' have been made in good faith and are based on reasonable tolerance for the related rate increases; assumptions, there is no assurance that the expected results will

• disruptions in the delivery of fuel, failure of our fuel suppliers be achieved. These statements include (without limitation) to provide adequate quantities or quality of fuel, or lack of statements as to future expectations, beliefs, plans, strategies, adequate inventories of fuel, including ultra-low-sulfur coal objectives, events, conditions, and financial performance. In used for Ameren Missouris compliance with environmental connection with the safe harbor provisions of the Private regulations; Securities Litigation Reform Act of 1995, we are providing this

• the effectiveness of our risk management strategies and our cautionary statement to identify important factors that could use of financial and derivative instruments; cause actual results to differ materially from those anticipated.

• the ability to obtain sufficient insurance, including insurance The following factors, in addition to those discussed under Risk relating to Ameren Missouris Callaway energy center and Factors in the Form 10-K, and elsewhere in this report and in our insurance for cyber attacks or, in the absence of insurance, other filings with the SEC, could cause actual results to differ the ability to recover uninsured losses from customers; materially from management expectations suggested in such

• business and economic conditions, including their impact on forward-looking statements: key customers, interest rates, collection of our receivable balances, and demand for our products;

• regulatory, judicial, or legislative actions, including changes

• Noranda's bankruptcy filing, the idling of operations at its in regulatory policies and ratemaking determinations, that aluminum smelter located in southeast Missouri, and the may result from the complaint cases filed with the FERC resulting impacts to Ameren Missouri's ability to recover its seeking a reduction in the allowed base return on common revenue requirement until rates are adjusted by the MoPSC equity under the MISO tariff, Ameren Missouri's appeal of in a future electric rate case to reflect Norandas actual sales how an input used to calculate its performance incentive volumes; under MEEIA 2013 is determined, Ameren Illinois April 2016

• disruptions of the capital markets, deterioration in credit annual electric delivery service formula rate update filing, metrics of the Ameren Companies, or other events that may and future regulatory, judicial, or legislative actions that have an adverse effect on the cost or availability of capital, change regulatory recovery mechanisms; including short-term credit and liquidity;

• the effect of Ameren Illinois participating in a performance-

• the impact of the adoption of new accounting guidance and based formula ratemaking process under the IEIMA, the application of appropriate accounting rules and including the direct relationship between Ameren Illinois' guidance; 1

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Enclosure 6 to ULNRC06341

• actions of credit rating agencies and the effects of such forward-looking statement. Given these uncertainties, undue actions; reliance should not be placed on these forward-looking

• the impact of weather conditions and other natural statements. Except to the extent required by the federal phenomena on us and our customers, including the impact securities laws, we undertake no obligation to update or revise of system outages; publicly any forward-looking statements to reflect new information

• the construction, installation, performance, and cost or future events.

recovery of generation, transmission, and distribution assets;

• the effects of breakdowns or failures of equipment in the operation of natural gas distribution and transmission systems and storage facilities, such as leaks, explosions and mechanical problems, and compliance with natural gas safety regulations;

• the effects of our increasing investment in electric transmission projects, our ability to obtain all of the necessary approvals to complete the projects, and the uncertainty as to whether we will achieve our expected returns in a timely manner;

• operation of Ameren Missouri's Callaway energy center, including planned and unplanned outages, and decommissioning costs;

• the effects of strategic initiatives, including mergers, acquisitions, and divestitures, and any related tax implications;

• the impact of current environmental regulations and new, more stringent, or changing requirements, including those related to CO2, other emissions and discharges, cooling water intake structures, CCR, and energy efficiency, that are enacted over time and that could limit or terminate the operation of certain of our energy centers, increase our costs or investment requirements, result in an impairment of our assets, cause us to sell our assets, reduce our customers' demand for electricity or natural gas, or otherwise have a negative financial effect;

• the impact of complying with renewable energy portfolio requirements in Missouri;

• labor disputes, work force reductions, future wage and employee benefits costs, including changes in discount rates, mortality tables, and returns on benefit plan assets;

• the inability of our counterparties to meet their obligations with respect to contracts, credit agreements, and financial instruments;

• the cost and availability of transmission capacity for the energy generated by Ameren Missouri's energy centers or required to satisfy Ameren Missouri's energy sales;

• legal and administrative proceedings;

• the impact of cyber attacks, which could result in the loss of operational control of energy centers and electric and natural gas transmission and distribution systems and/or the loss of data, such as utility customer data and account information; and

• acts of sabotage, war, terrorism, or other intentionally disruptive acts.

New factors emerge from time to time, and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any 2

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Enclosure 6 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 March 31, 2016 2015 Operating Revenues:

Electric $ 1,102 $ 1,143 Gas 332 413 Total operating revenues 1,434 1,556 Operating Expenses:

Fuel 203 206 Purchased power 138 139 Gas purchased for resale 152 236 Other operations and maintenance 400 401 Depreciation and amortization 207 193 Taxes other than income taxes 114 125 Total operating expenses 1,214 1,300 Operating Income 220 256 Other Income and Expense:

Miscellaneous income 20 19 Miscellaneous expense 7 11 Total other income 13 8 Interest Charges 95 88 Income Before Income Taxes 138 176 Income Taxes 31 66 Income from Continuing Operations 107 110 Income from Discontinued Operations, Net of Taxes Net Income 107 110 Less: Net Income from Continuing Operations Attributable to Noncontrolling Interests 2 2 Net Income Attributable to Ameren Common Shareholders:

Continuing Operations 105 108 Discontinued Operations Net Income Attributable to Ameren Common Shareholders $ 105 $ 108 Earnings per Common Share - Basic and Diluted:

Continuing Operations $ 0.43 $ 0.45 Discontinued Operations Earnings per Common Share - Basic and Diluted $ 0.43 $ 0.45 Dividends per Common Share $ 0.425 $ 0.41 Average Common Shares Outstanding - Basic 242.6 242.6 The accompanying notes are an integral part of these consolidated financial statements.

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Enclosure 6 to ULNRC06341 AMEREN CORPORATION CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited) (In millions)

Three Months Ended March 31, 2016 2015 Income from Continuing Operations $ 107 $ 110 Other Comprehensive Income from Continuing Operations, Net of Taxes Pension and other postretirement benefit plan activity, net of income taxes of $1 and $-, respectively (2)

Comprehensive Income from Continuing Operations 105 110 Less: Comprehensive Income from Continuing Operations Attributable to Noncontrolling Interests 2 2 Comprehensive Income Attributable to Ameren Common Shareholders $ 103 $ 108 The accompanying notes are an integral part of these consolidated financial statements.

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Enclosure 6 to ULNRC06341 AMEREN CORPORATION CONSOLIDATED BALANCE SHEET (Unaudited) (In millions, except per share amounts)

March 31, December 31, 2016 2015 ASSETS Current Assets:

Cash and cash equivalents $ 13 $ 292 Accounts receivable - trade (less allowance for doubtful accounts of $21 and $19, respectively) 428 388 Unbilled revenue 186 239 Miscellaneous accounts and notes receivable 56 98 Materials and supplies 483 538 Current regulatory assets 215 260 Other current assets 63 88 Assets of discontinued operations 14 14 Total current assets 1,458 1,917 Property and Plant, Net 19,000 18,799 Investments and Other Assets:

Nuclear decommissioning trust fund 567 556 Goodwill 411 411 Regulatory assets 1,376 1,382 Other assets 573 575 Total investments and other assets 2,927 2,924 TOTAL ASSETS $ 23,385 $ 23,640 LIABILITIES AND EQUITY Current Liabilities:

Current maturities of long-term debt $ 135 $ 395 Short-term debt 581 301 Accounts and wages payable 429 777 Taxes accrued 77 43 Interest accrued 99 89 Customer deposits 98 100 Current regulatory liabilities 87 80 Other current liabilities 305 279 Liabilities of discontinued operations 28 29 Total current liabilities 1,839 2,093 Long-term Debt, Net 6,881 6,880 Deferred Credits and Other Liabilities:

Accumulated deferred income taxes, net 3,928 3,885 Accumulated deferred investment tax credits 59 60 Regulatory liabilities 1,931 1,905 Asset retirement obligations 625 618 Pension and other postretirement benefits 581 580 Other deferred credits and liabilities 530 531 Total deferred credits and other liabilities 7,654 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 5,539 5,616 Retained earnings 1,333 1,331 Accumulated other comprehensive loss (5) (3)

Total Ameren Corporation shareholders equity 6,869 6,946 Noncontrolling Interests 142 142 Total equity 7,011 7,088 TOTAL LIABILITIES AND EQUITY $ 23,385 $ 23,640 The accompanying notes are an integral part of these consolidated financial statements.

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Enclosure 6 to ULNRC06341 AMEREN CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (In millions)

Three Months Ended March 31, 2016 2015 Cash Flows From Operating Activities:

Net income $ 107 $ 110 (Income) from discontinued operations, net of taxes Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 210 195 Amortization of nuclear fuel 24 23 Amortization of debt issuance costs and premium/discounts 6 5 Deferred income taxes and investment tax credits, net 42 59 Allowance for equity funds used during construction (8) (5)

Share-based compensation costs 6 8 Other (3) (11)

Changes in assets and liabilities:

Receivables 55 (48)

Materials and supplies 55 75 Accounts and wages payable (246) (215)

Taxes accrued 30 35 Regulatory assets and liabilities 81 62 Assets, other 4 14 Liabilities, other (25) (21)

Pension and other postretirement benefits 9 27 Counterparty collateral, net 3 (2)

Net cash provided by operating activities - continuing operations 350 311 Net cash provided by (used in) operating activities - discontinued operations (1) 1 Net cash provided by operating activities 349 312 Cash Flows From Investing Activities:

Capital expenditures (496) (417)

Nuclear fuel expenditures (21) (17)

Purchases of securities - nuclear decommissioning trust fund (130) (84)

Sales and maturities of securities - nuclear decommissioning trust fund 125 79 Proceeds from note receivable - Marketing Company 5 Contributions to note receivable - Marketing Company (5)

Other (2)

Net cash used in investing activities - continuing operations (524) (439)

Net cash provided by investing activities - discontinued operations 14 Net cash used in investing activities (510) (439)

Cash Flows From Financing Activities:

Dividends on common stock (103) (99)

Dividends paid to noncontrolling interest holders (2) (2)

Short-term debt, net 280 241 Maturity of long-term debt (260)

Employee payroll taxes related to share-based payments (32) (12)

Other (1)

Net cash provided by (used in) financing activities - continuing operations (118) 128 Net change in cash and cash equivalents (279) 1 Cash and cash equivalents at beginning of year 292 5 Cash and cash equivalents at end of period $ 13 $ 6 The accompanying notes are an integral part of these consolidated financial statements.

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Enclosure 6 to ULNRC06341 UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)

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

Three Months Ended March 31, 2016 2015 Operating Revenues:

Electric $ 694 $ 742 Gas 47 58 Total operating revenues 741 800 Operating Expenses:

Fuel 203 206 Purchased power 42 39 Gas purchased for resale 21 31 Other operations and maintenance 212 211 Depreciation and amortization 127 118 Taxes other than income taxes 73 80 Total operating expenses 678 685 Operating Income 63 115 Other Income and Expense:

Miscellaneous income 15 11 Miscellaneous expense 2 3 Total other income 13 8 Interest Charges 52 55 Income Before Income Taxes 24 68 Income Taxes 9 26 Net Income 15 42 Other Comprehensive Income Comprehensive Income $ 15 $ 42 Net Income $ 15 $ 42 Preferred Stock Dividends 1 1 Net Income Available to Common Shareholder $ 14 $ 41 The accompanying notes as they relate to Ameren Missouri are an integral part of these financial statements.

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Enclosure 6 to ULNRC06341 UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)

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

March 31, December 31, 2016 2015 ASSETS Current Assets:

Cash and cash equivalents $ $ 199 Advances to money pool 36 Accounts receivable - trade (less allowance for doubtful accounts of $6 and $7, respectively) 150 174 Accounts receivable - affiliates 16 54 Unbilled revenue 105 128 Miscellaneous accounts and notes receivable 44 78 Materials and supplies 389 387 Current regulatory assets 55 89 Other current assets 29 41 Total current assets 788 1,186 Property and Plant, Net 11,181 11,183 Investments and Other Assets:

Nuclear decommissioning trust fund 567 556 Regulatory assets 591 605 Other assets 316 321 Total investments and other assets 1,474 1,482 TOTAL ASSETS $ 13,443 $ 13,851 LIABILITIES AND SHAREHOLDERS EQUITY Current Liabilities:

Current maturities of long-term debt $ 6 $ 266 Short-term debt 165 Accounts and wages payable 174 417 Accounts payable - affiliates 59 56 Taxes accrued 64 31 Interest accrued 50 59 Current regulatory liabilities 15 28 Other current liabilities 132 120 Total current liabilities 665 977 Long-term Debt, Net 3,845 3,844 Deferred Credits and Other Liabilities:

Accumulated deferred income taxes, net 2,857 2,844 Accumulated deferred investment tax credits 57 58 Regulatory liabilities 1,181 1,172 Asset retirement obligations 619 612 Pension and other postretirement benefits 236 234 Other deferred credits and liabilities 27 28 Total deferred credits and other liabilities 4,977 4,948 Commitments and Contingencies (Notes 2, 8, 9, and 10)

Shareholders Equity:

Common stock, $5 par value, 150.0 shares authorized - 102.1 shares outstanding 511 511 Other paid-in capital, principally premium on common stock 1,822 1,822 Preferred stock 80 80 Retained earnings 1,543 1,669 Total shareholders equity 3,956 4,082 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 13,443 $ 13,851 The accompanying notes as they relate to Ameren Missouri are an integral part of these financial statements.

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Enclosure 6 to ULNRC06341 UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)

STATEMENT OF CASH FLOWS (Unaudited) (In millions)

Three Months Ended March 31, 2016 2015 Cash Flows From Operating Activities:

Net income $ 15 $ 42 Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 130 121 Amortization of nuclear fuel 24 23 Amortization of debt issuance costs and premium/discounts 2 2 Deferred income taxes and investment tax credits, net 9 21 Allowance for equity funds used during construction (7) (4)

Changes in assets and liabilities:

Receivables 81 60 Materials and supplies (2) (14)

Accounts and wages payable (172) (171)

Taxes accrued 31 40 Regulatory assets and liabilities 45 27 Assets, other 5 3 Liabilities, other 3 (5)

Pension and other postretirement benefits 5 12 Net cash provided by operating activities 169 157 Cash Flows From Investing Activities:

Capital expenditures (178) (145)

Nuclear fuel expenditures (21) (17)

Purchases of securities - nuclear decommissioning trust fund (130) (84)

Sales and maturities of securities - nuclear decommissioning trust fund 125 79 Money pool advances, net 36 Other (2) (2)

Net cash used in investing activities (170) (169)

Cash Flows From Financing Activities:

Dividends on common stock (140) (315)

Dividends on preferred stock (1) (1)

Short-term debt, net 165 43 Money pool borrowings, net 61 Maturity of long-term debt (260)

Capital contribution from parent 38 224 Net cash (used in) provided by financing activities (198) 12 Net change in cash and cash equivalents (199)

Cash and cash equivalents at beginning of year 199 1 Cash and cash equivalents at end of period $ $ 1 The accompanying notes as they relate to Ameren Missouri are an integral part of these financial statements.

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Enclosure 6 to ULNRC06341 AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)

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

Three Months Ended March 31, 2016 2015 Operating Revenues:

Electric $ 392 $ 390 Gas 285 355 Total operating revenues 677 745 Operating Expenses:

Purchased power 104 102 Gas purchased for resale 131 205 Other operations and maintenance 194 202 Depreciation and amortization 77 73 Taxes other than income taxes 38 43 Total operating expenses 544 625 Operating Income 133 120 Other Income and Expense:

Miscellaneous income 5 7 Miscellaneous expense 5 5 Total other income 2 Interest Charges 35 33 Income Before Income Taxes 98 89 Income Taxes 38 35 Net Income 60 54 Other Comprehensive Loss, Net of Taxes:

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

Comprehensive Income $ 59 $ 53 Net Income $ 60 $ 54 Preferred Stock Dividends 1 1 Net Income Available to Common Shareholder $ 59 $ 53 The accompanying notes as they relate to Ameren Illinois are an integral part of these financial statements.

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Enclosure 6 to ULNRC06341 AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)

BALANCE SHEET (Unaudited) (In millions)

March 31, December 31, 2016 2015 ASSETS Current Assets:

Cash and cash equivalents $ $ 71 Advances to money pool 58 Accounts receivable - trade (less allowance for doubtful accounts of $15 and $12, respectively) 262 204 Accounts receivable - affiliates 10 22 Unbilled revenue 81 111 Miscellaneous accounts receivable 12 19 Materials and supplies 94 151 Current regulatory assets 156 167 Other current assets 13 15 Total current assets 686 760 Property and Plant, Net 6,956 6,848 Investments and Other Assets:

Goodwill 411 411 Regulatory assets 777 771 Other assets 114 113 Total investments and other assets 1,302 1,295 TOTAL ASSETS $ 8,944 $ 8,903 LIABILITIES AND SHAREHOLDERS EQUITY Current Liabilities:

Current maturities of long-term debt $ 129 $ 129 Accounts and wages payable 180 249 Accounts payable - affiliates 55 66 Taxes accrued 12 13 Interest accrued 44 28 Customer deposits 67 69 Mark-to-market derivative liabilities 51 45 Current environmental remediation 38 28 Current regulatory liabilities 55 39 Other current liabilities 82 86 Total current liabilities 713 752 Long-term Debt, Net 2,343 2,342 Deferred Credits and Other Liabilities:

Accumulated deferred income taxes, net 1,518 1,480 Accumulated deferred investment tax credits 2 2 Regulatory liabilities 749 732 Pension and other postretirement benefits 271 271 Environmental remediation 187 205 Other deferred credits and liabilities 236 222 Total deferred credits and other liabilities 2,963 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 854 825 Accumulated other comprehensive income 4 5 Total shareholders equity 2,925 2,897 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 8,944 $ 8,903 The accompanying notes as they relate to Ameren Illinois are an integral part of these financial statements.

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Enclosure 6 to ULNRC06341 AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)

STATEMENT OF CASH FLOWS (Unaudited) (In millions)

Three Months Ended March 31, 2016 2015 Cash Flows From Operating Activities:

Net income $ 60 $ 54 Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 77 72 Amortization of debt issuance costs and premium/discounts 4 4 Deferred income taxes and investment tax credits, net 37 13 Other (3) (3)

Changes in assets and liabilities:

Receivables (22) (41)

Materials and supplies 57 89 Accounts and wages payable (33) (11)

Taxes accrued (3) 24 Regulatory assets and liabilities 32 33 Assets, other 7 5 Liabilities, other 12 4 Pension and other postretirement benefits 4 11 Net cash provided by operating activities 229 254 Cash Flows From Investing Activities:

Capital expenditures (211) (174)

Money pool advances, net (58) (33)

Net cash used in investing activities (269) (207)

Cash Flows From Financing Activities:

Dividends on common stock (30)

Dividends on preferred stock (1) (1)

Short-term debt, net (32)

Money pool borrowings, net (15)

Net cash used in financing activities (31) (48)

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

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

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

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Enclosure 6 to ULNRC06341 AMEREN CORPORATION (Consolidated) competitive electric transmission investment opportunities outside UNION ELECTRIC COMPANY (d/b/a Ameren Missouri) of these territories, including investments outside of MISO.

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 March 31, 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.

Ameren has various other subsidiaries that conduct activities such as the provision of shared services. Ameren also has a Asset Retirement Obligations subsidiary, ATXI, that operates a FERC rate-regulated electric transmission business. ATXI is developing MISO-approved AROs at Ameren, Ameren Missouri, and Ameren Illinois electric transmission projects, including the Illinois Rivers, Spoon increased at March 31, 2016, compared to December 31, 2015, River, and Mark Twain projects. Ameren is also pursuing projects to reflect the accretion of obligations to their fair value, partially to improve electric transmission system reliability within Ameren offset by immaterial settlements.

Missouri's and Ameren Illinois' service territories as well as Share-based Compensation A summary of nonvested performance share units at March 31, 2016, and changes during the three months ended March 31, 2016, under the 2006 Incentive Plan and the 2014 Incentive Plan are presented below:

Performance Share Units Weighted-average Fair Value per Share Units Share Unit Nonvested at January 1, 2016 1,024,870 $ 46.08 Granted(a) 580,737 44.13 Forfeitures (12,315) 45.12 Vested(b) (8,265) 42.91 Nonvested at March 31, 2016 1,585,027 $ 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.

The fair value of each performance share unit awarded in $44.13, which was based on Amerens closing common share 2016 under the 2014 Incentive Plan was determined to be price of $43.23 at December 31, 2015, and lattice simulations.

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Enclosure 6 to ULNRC06341 Lattice simulations are used to estimate expected share payout services. The guidance also requires additional disclosures to based on Amerens total shareholder return for a three-year enable users of financial statements to understand the nature, performance period relative to the designated peer group amount, timing, and uncertainty of revenue and cash flows beginning January 1, 2016. The simulations can produce a arising from contracts with customers. Entities can apply the greater fair value for the performance share unit than the guidance retrospectively to each reporting period presented or applicable closing common share price because they include the retrospectively by recording a cumulative effect adjustment to weighted payout scenarios in which an increase in the share retained earnings in the period of initial adoption. The Ameren price has occurred. The significant assumptions used to calculate Companies are currently assessing the impacts of this guidance fair value also included a three-year risk-free rate of 1.31%, on their results of operations, financial position, and disclosures, volatility of 15% to 20% for the peer group, and Amerens including their accounting for contributions in aid of construction attainment of a three-year average earnings per share threshold and similar arrangements, as well as the transition method that during the performance period. they will use to adopt the guidance. In August 2015, the FASB deferred the effective date of this revenue guidance to the first Excise Taxes quarter of 2018, with an option for entities to early adopt in the first quarter of 2017. The Ameren Companies do not expect to Ameren Missouri and Ameren Illinois collect certain excise early adopt this guidance.

taxes from customers that are levied on the sale or distribution of natural gas and electricity. Excise taxes are levied on Ameren Amendments to the Consolidation Analysis Missouris electric and natural gas businesses and on Ameren Illinois natural gas business and are recorded gross in In February 2015, the FASB issued authoritative accounting Operating Revenues - Electric, Operating Revenues - Gas guidance that amends the consolidation analysis for variable and Operating Expenses - Taxes other than income taxes on interest entities and voting interest entities. The new guidance the statement of income or the statement of income and affects (1) limited partnerships, similar legal entities, and certain comprehensive income. Excise taxes for electric service in Illinois investment funds, (2) the evaluation of fees paid to a decision are levied on the customer and are therefore not included in maker or service provider as a variable interest, (3) how fee Ameren Illinois revenues and expenses. The following table arrangements impact the primary beneficiary determination, and presents excise taxes recorded in Operating Revenues - (4) the evaluation of related party relationships on the primary Electric, Operating Revenues - Gas and Operating Expenses - beneficiary determination. The adoption of this guidance in the Taxes other than income taxes for the three months ended first quarter of 2016 did not impact the Ameren Companies March 31, 2016 and 2015: results of operations, financial position, cash flows, or disclosures.

Three Months 2016 2015 Leases Ameren Missouri $ 30 $ 34 Ameren Illinois 20 23 In February 2016, the FASB issued authoritative accounting Ameren $ 50 $ 57 guidance that will require an entity to recognize assets and liabilities arising from a lease. Consistent with current GAAP, the Earnings Per Share recognition, measurement, and presentation of expenses and cash flows arising from a lease will depend primarily on its There were no material differences between Amerens basic classification as a finance or operating lease. The guidance also and diluted earnings per share amounts for the three months requires additional disclosures to enable users of financial ended March 31, 2016 and 2015. The assumed settlement of statements to understand the amount, timing, and uncertainty of dilutive performance share units had an immaterial impact on cash flows arising from leases. The guidance will be effective for earnings per share. The calculation of diluted earnings per share the Ameren Companies in the first quarter of 2019 with an option reflected the adoption of FASB guidance related to employee for entities to early adopt. Upon adoption, the Ameren Companies share-based payment accounting discussed below. will recognize and measure operating leases on their respective balance sheets at the beginning of the earliest period presented.

Accounting and Reporting Developments The Ameren Companies are currently assessing the impacts of this guidance on their results of operations, financial position, Below is a summary of recently issued authoritative cash flows, and disclosures.

accounting standards relevant to the Ameren Companies.

Improvements to Employee Share-Based Payment Accounting Revenue from Contracts with Customers In March 2016, the FASB issued authoritative accounting In May 2014, the FASB issued authoritative accounting guidance that simplifies the accounting for share-based payment guidance that changes the criteria for recognizing revenue from a transactions, including the income tax consequences, the contract with a customer. The underlying principle of the calculation of diluted earnings per share, the classification of guidance is that an entity will recognize revenue for the transfer awards as either equity or liabilities, and the classification on the of promised goods or services to customers at an amount that statement of cash flows. Ameren determines for each the entity expects to be entitled to in exchange for those goods or performance share unit award whether the difference between 14 Page 17 of 71

Enclosure 6 to ULNRC06341 the deduction for tax purposes and the compensation cost Noranda recognized for financial reporting purposes results in either an excess tax benefit or an excess tax deficit. Previously, excess tax Ameren Missouri supplies electricity to Norandas aluminum benefits were recognized in "Other paid-in capital" on Amerens smelter located in southeast Missouri under a long-term power consolidated balance sheet, and in certain cases, excess tax supply agreement.

deficits were recognized in Income taxes on Amerens consolidated income statement. The new guidance increases In the first quarter of 2016, Noranda idled production at its income statement volatility by requiring all excess tax benefits aluminum smelter. In addition, Noranda filed voluntary petitions and deficits to be recognized in Income taxes, and treated as for a court-supervised restructuring process under Chapter 11 of discrete items in the period in which they occur. Ameren adopted the United States Bankruptcy Code. Noranda stated it would this guidance in the first quarter of 2016, which resulted in maintain the flexibility to restart operations at the smelter should recognition of a $21 million income tax benefit during the period. conditions allow. Ameren Missouri has been working with For the three months ended March 31, 2015, Ameren Noranda, legislators, and other stakeholders on a potential reclassified, for comparison purposes, $2 million of excess tax legislative solution to support Norandas operations. For utility benefits on the statement of cash flows from financing to service through March 31, 2016, Noranda prepaid an amount to operating activity, and $12 million of employee payroll taxes Ameren Missouri in excess of its utility service usage. Ameren related to share-based payments from operating to financing Missouri expects to be paid in full for utility services provided to activity. Noranda.

NOTE 2 - RATE AND REGULATORY MATTERS In its April 2015 electric rate order, the MoPSC approved a rate design that established $78 million in annual revenues, net Below is a summary of updates to significant regulatory of fuel and purchased power costs, as Norandas portion of proceedings and related lawsuits. See also Note 2 - Rate and Ameren Missouris revenue requirement. The portion of Ameren Regulatory Matters under Part II, Item 8, of the Form 10-K. We Missouris annual revenue requirement reflected in Norandas are unable to predict the ultimate outcome of these matters, the electric rate is based on the smelter using approximately 4.2 timing of the final decisions of the various agencies and courts, or million megawatthours annually, which is almost 100% of its the impact on our results of operations, financial position, or operating capacity. Ameren Missouris rates, including those for liquidity. Noranda, are seasonal. Norandas summer base rate (June through September) is $45.78 per megawatthour, and its winter Missouri base rate (October through May) is $31.11 per megawatthour.

MEEIA 2013 In 2016, actual sales volumes to Noranda will be significantly below the sales volumes reflected in rates. As a The MEEIA 2013 performance incentive allowed Ameren result, Ameren Missouri will not fully recover its revenue Missouri an opportunity to earn additional revenues by achieving requirement until rates are adjusted by the MoPSC in a future certain customer energy efficiency goals, including $19 million if electric rate case to accurately reflect Norandas actual sales 100% of the goals were achieved during the three-year period, volumes. As a result of Norandas idled production described with the potential to earn a larger performance incentive if above, Ameren Missouri is applying a provision in its FAC tariff Ameren Missouris energy savings exceeded those goals. In that, under certain circumstances, allows Ameren Missouri to November 2015, the MoPSC issued an order that clarified how retain a portion of the revenues from any off-system sales it an input used in the calculation of the performance incentive makes as a result of reduced tariff sales to Noranda. The current would be determined. Ameren Missouri filed an appeal of the market price of electricity is less than Norandas electric rate, and order with the Missouri Court of Appeals, Western District. If the Ameren Missouri expects market prices to remain below Missouri Court of Appeals upholds the MoPSC order, the MEEIA Norandas electric rate during 2016. Accordingly, this FAC-tariff 2013 performance incentive will be significantly less than the provision will not enable Ameren Missouri to fully recover its performance incentive calculated using Ameren Missouris revenue requirement under current market conditions.

interpretation. A decision from the Missouri Court of Appeals is expected in 2016. Separately, an order from the MoPSC Ameren Missouri expects to file an electric rate case in 2016 determining the MEEIA 2013 performance incentive is also to reflect additional infrastructure investments and rising costs, expected in 2016. Ameren Missouri has not recorded any including depreciation, transmission service, and property tax revenues associated with the MEEIA 2013 performance expenses, and expects the resulting new rates to reflect incentive. Ameren Missouri believes it will ultimately be found to Norandas actual sales volumes, which would prospectively have exceeded 100% of the customer energy efficiency goals, eliminate the impact of the current revenue shortfall from and it therefore expects to recognize revenues relating to the Noranda sales levels. The rate case would take place over a MEEIA 2013 performance incentive of at least $19 million in period of up to 11 months from the date of filing. Ameren Missouri 2016. may seek recovery of lost revenues in a filing with the MoPSC to recover certain costs incurred but not contemporaneously recovered by rate revenues as a result of Noranda's reduced operations. Ameren Missouri will continue to monitor Norandas 15 Page 18 of 71

Enclosure 6 to ULNRC06341 sales volumes and to evaluate regulatory and legislative options Federal that might mitigate adverse financial impacts. The reduction in Norandas sales volumes have adversely affected and will FERC Complaint Cases continue to adversely affect Amerens and Ameren Missouris results of operations, financial condition, and liquidity until In November 2013, a customer group filed a complaint case customer rates are adjusted in a future rate case. with the FERC seeking a reduction in the allowed base return on common equity for the FERC-regulated transmission rate base ATXI Transmission Projects under the MISO tariff from 12.38% to 9.15%. In December 2015, an administrative law judge issued an initial decision in the The Mark Twain project is a MISO-approved 95-mile November 2013 complaint case that would lower the allowed transmission line located in northeast Missouri. In April 2016, the base return on common equity to 10.32% and would require MoPSC granted ATXI a certificate of convenience and necessity customer refunds to be issued for the 15-month period ending for the Mark Twain project. Starting construction under the February 2015. The allowed base return on common equity in the certificate is subject to ATXI obtaining assents from the five initial decision was based on observable market data for the six counties where the line will be constructed. The Mark Twain months ended June 30, 2015. The FERC is expected to issue a project is expected to be completed in 2018. Extended difficulties final order on the November 2013 complaint case in the fourth in obtaining the assents could delay the completion date. quarter of 2016.

Illinois Because the maximum FERC-allowed refund period for the November 2013 complaint case ended in February 2015, another IEIMA customer complaint case was filed in February 2015. The February 2015 complaint case seeks a reduction in the allowed Under the provisions of the IEIMA's performance-based base return on common equity for the FERC-regulated formula rate-making framework, which currently extends through transmission rate base under the MISO tariff to 8.67%. The initial 2019, Ameren Illinois electric delivery service rates are subject to decision from an administrative law judge in the February 2015 an annual revenue requirement reconciliation to its actual complaint case, which will subsequently require FERC approval, recoverable costs. Throughout each year, Ameren Illinois records is expected to be issued in the second quarter of 2016.

a regulatory asset or a regulatory liability and a corresponding increase or decrease to operating revenues for any differences On January 6, 2015, a FERC-approved incentive adder of between the revenue requirement reflected in customer rates for up to 50 basis points on the allowed base return on common that year and its estimate of the probable increase or decrease in equity for our participation in an RTO became effective.

the revenue requirement expected to ultimately be approved by Beginning with its January 6, 2015 effective date, the incentive the ICC based on that year's actual recoverable costs incurred. adder will reduce any refund to customers relating to a reduction As of March 31, 2016, Ameren Illinois had recorded regulatory of the allowed base return on common equity from the complaint assets of $9 million, $65 million, and $82 million, to reflect its cases discussed above.

expected 2016 and 2015 revenue requirement reconciliation adjustments and the approved 2014 revenue requirement As of March 31, 2016, Ameren and Ameren Illinois had reconciliation adjustment, with interest, respectively. current regulatory liabilities of $55 million and $37 million, respectively, representing their estimates of the potential refunds In April 2016, Ameren Illinois filed with the ICC its annual from the November 12, 2013 refund effective date through March electric delivery service formula rate update to establish the 31, 2016. Ameren and Ameren Illinois recorded liabilities to reflect revenue requirement used for 2017 rates. Pending ICC approval, the allowed base return on common equity in the initial decision Ameren Illinois update filing will result in a $14 million decrease for the November 2013 complaint case refund period and the in Ameren Illinois electric delivery service revenue requirement, observable market data for the six months ended December 31, beginning in January 2017. This update reflects an increase to 2015, for the February 2015 complaint case refund period.

the annual formula rate based on 2015 actual costs and Amerens and Ameren Illinois liabilities also reflect the January 6, expected net plant additions for 2016, an increase to include the 2015 incentive adder discussed above. Ameren Missouri did not 2015 revenue requirement reconciliation adjustment, and a record a liability as of March 31, 2016, and it does not expect that decrease for the conclusion of the 2014 revenue requirement a reduction in the FERC-allowed base return on common equity reconciliation adjustment, which will be fully collected from for MISO transmission owners would be material to its results of customers in 2016, consistent with the ICCs December 2015 operations, financial position, or liquidity.

annual update filing order. As of December 31, 2015, Ameren Illinois had recorded a regulatory asset of $103 million related to the approved 2014 revenue requirement reconciliation adjustment.

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.

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Enclosure 6 to ULNRC06341 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 three months ended March 31, 2016, but were used to support commercial paper issuances and to issue letters of credit. Based on letters of credit issued under the Credit Agreements, as well as commercial paper outstanding, the aggregate amount of credit capacity available under the Credit Agreements to Ameren (parent), Ameren Missouri, and Ameren Illinois, collectively, at March 31, 2016, was $1.5 billion.

Commercial Paper The following table presents commercial paper outstanding at Ameren (parent), Ameren Missouri, and Ameren Illinois as of March 31, 2016, and December 31, 2015:

March 31, 2016 December 31, 2015 Ameren (parent) $ 416 $ 301 Ameren Missouri 165 Ameren Illinois Ameren Consolidated $ 581 $ 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 three months ended March 31, 2016 and 2015:

Ameren Ameren Ameren Ameren (parent) Missouri Illinois Consolidated 2016 Average daily commercial paper outstanding $ 349 $ 68 $ $ 417 Weighted-average interest rate 0.82% 0.80%  % 0.81%

Peak commercial paper during period(a) $ 482 $ 208 $ $ 581 Peak interest rate 0.95% 0.85%  % 0.95%

2015 Average daily commercial paper outstanding $ 691 $ 151 $ 10 $ 852 Weighted-average interest rate 0.55% 0.49% 0.44% 0.53%

Peak commercial paper during period(a) $ 815 $ 243 $ 39 $ 955 Peak interest rate 0.70% 0.60% 0.60% 0.70%

(a) The timing of peak commercial paper issuances varies by company, and 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 to 1.0. As of March 31, 2016, Amerens senior long-term unsecured credit rating exceeded the minimum rating The information below is a summary of the Ameren requirements; therefore, the interest coverage requirement was Companies compliance with financial covenants in the Credit not applicable. Failure of a borrower to satisfy a financial Agreements. See Note 4 - Short-term Debt and Liquidity under covenant constitutes an immediate default under the applicable Part II, Item 8, in the Form 10-K for a detailed description of these Credit Agreement.

provisions. The Credit Agreements also contain nonfinancial covenants, including restrictions on the ability to incur liens, to The Credit Agreements contain default provisions that apply transact with affiliates, to dispose of assets, to make investments separately to each borrower; provided, however, that a default of in or transfer assets to its affiliates, and to merge with other Ameren Missouri or Ameren Illinois under the applicable Credit entities. Agreement will also be deemed to constitute a default of Ameren under such agreement. Defaults include a cross-default resulting The Credit Agreements require Ameren, Ameren Missouri, from a default of such borrower under any other agreement and Ameren Illinois to each maintain consolidated indebtedness covering outstanding indebtedness of such borrower and certain of not more than 65% of its consolidated total capitalization subsidiaries (other than project finance subsidiaries and pursuant to a defined calculation set forth in the agreements. As nonmaterial subsidiaries) in excess of $75 million in the of March 31, 2016, the ratios of consolidated indebtedness to aggregate (including under the other Credit Agreement).

consolidated total capitalization, calculated in accordance with However, under the default provisions of the Credit Agreements, the provisions of the Credit Agreements, were 52%, 49%, and any default of Ameren under any Credit Agreement that results 46%, for Ameren, Ameren Missouri, and Ameren Illinois, solely from a default of Ameren Missouri or Ameren Illinois respectively. In addition, under the Credit Agreements, if Ameren thereunder does not result in a cross-default of Ameren under the does not have a senior long-term unsecured credit rating of at other Credit Agreement. Further, the Credit Agreement default least Baa3 from Moodys or BBB- from S&P, Ameren is required provisions provide that an Ameren default under any of the Credit to maintain a ratio of consolidated funds from operations plus Agreements does not constitute a default by Ameren Missouri or interest expense to consolidated interest expense of at least 2.0 Ameren Illinois.

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Enclosure 6 to ULNRC06341 None of the Ameren Companies' credit agreements or amount available to the pool participants from the utility money financing arrangements contain credit rating triggers that would pool at any given time is reduced by the amount of borrowings cause a default or acceleration of repayment of outstanding made by participants, but is increased to the extent that the pool balances. The Ameren Companies were in compliance with the participants advance surplus funds to the utility money pool or covenants in their credit agreements at March 31, 2016. remit funds from other external sources. The availability of funds is also determined by funding requirement limits established by Money Pools regulatory authorizations. Participants receiving a loan under the utility money pool must repay the principal amount of such loan, Ameren has money pool agreements with and among its together with accrued interest. The rate of interest depends on subsidiaries to coordinate and provide for certain short-term cash the composition of internal and external funds in the utility money and working capital requirements. pool. The average interest rate for borrowing under the utility money pool for the three months ended March 31, 2016 and Ameren Missouri, Ameren Illinois, and ATXI may participate 2015, was 0.47% and 0.08%, respectively.

in the utility money pool as both lenders and borrowers. Ameren and Ameren Services may participate in the utility money pool See Note 8 - Related Party Transactions for the amount of only as lenders. Surplus internal funds are contributed to the interest income and expense from the money pool arrangements utility money pool from participants. The primary sources of recorded by the Ameren Companies for the three months ended external funds for the utility money pool are the Credit March 31, 2016 and 2015.

Agreements and the commercial paper programs. The total NOTE 4 - LONG-TERM DEBT AND EQUITY FINANCINGS Ameren Missouri In February 2016, $260 million principal amount of Ameren Missouri's 5.40% senior secured notes matured and was repaid with cash on hand and 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 bonds or preferred stock. The following table summarizes the required and actual interest coverage ratios for interest charges, dividend coverage ratios, and bonds and preferred stock issuable as of March 31, 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 3.8 $ 3,809 95.8 $ 2,128 Ameren Illinois 6.4 3,642 (d) 2.6 203 (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 bonds issuable based either on required coverage ratios or unfunded property additions, whichever is more restrictive. The amounts shown also include bonds issuable based on retired bond capacity of $1,206 million and $204 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 bonds issuable by Ameren Illinois based on unfunded property additions and retired bonds solely under the former IP mortgage indenture. The amount of 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.

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Enclosure 6 to ULNRC06341 Ameren Missouri and Ameren Illinois and certain other stock to total capitalization and other provisions related to certain Ameren subsidiaries are subject to Section 305(a) of the Federal operating expenses and accumulations of earned surplus.

Power Act, which makes it unlawful for any officer or director of a Ameren Illinois committed to the FERC to maintain a minimum of public utility, as defined in the Federal Power Act, to participate in 30% equity in its capital structure. As of March 31, 2016, Ameren the making or paying of any dividend from any funds properly Illinois had 51% equity in its capital structure.

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

the part of corporate officials. At a minimum, Ameren believes that dividends can be paid by its subsidiaries that are public Off-Balance-Sheet Arrangements utilities from retained earnings. In addition, under Illinois law, At March 31, 2016, none of the Ameren Companies had off-Ameren Illinois may not pay any dividend on its stock, unless, balance-sheet financing arrangements, other than operating among other things, its earnings and earned surplus are sufficient leases entered into in the ordinary course of business, letters of to declare and pay a dividend after provision is made for credit, and Ameren parent guarantee arrangements on behalf of reasonable and proper reserves, or unless Ameren Illinois has its subsidiaries. None of the Ameren Companies expect to specific authorization from the ICC.

engage in any significant off-balance-sheet financing Ameren Illinois articles of incorporation require dividend arrangements in the near future.

payments on its common stock to be based on ratios of common 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 months ended March 31, 2016 and 2015:

Three Months 2016 2015 Ameren:(a)

Miscellaneous income:

Allowance for equity funds used during construction $ 8 $ 5 Interest income on industrial development revenue bonds 7 7 Interest income 4 4 Other 1 3 Total miscellaneous income $ 20 $ 19 Miscellaneous expense:

Donations $ 5 $ 8 Other 2 3 Total miscellaneous expense $ 7 $ 11 Ameren Missouri:

Miscellaneous income:

Allowance for equity funds used during construction $ 7 $ 4 Interest income on industrial development revenue bonds 7 7 Other 1 Total miscellaneous income $ 15 $ 11 Miscellaneous expense:

Donations $ 1 $ 2 Other 1 1 Total miscellaneous expense $ 2 $ 3 Ameren Illinois:

Miscellaneous income:

Allowance for equity funds used during construction $ 1 $ 1 Interest income 4 4 Other 2 Total miscellaneous income $ 5 $ 7 Miscellaneous expense:

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

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Enclosure 6 to ULNRC06341 NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS The derivatives that we use to hedge these risks are governed by our risk management policies for forward contracts, We use derivatives to manage the risk of changes in market futures, options, and swaps. Our net positions are continually prices for natural gas, power, and uranium, as well as the risk of assessed within our structured hedging programs to determine changes in rail transportation surcharges through fuel oil hedges. whether new or offsetting transactions are required. The goal of Such price fluctuations may cause the following: the hedging program is generally to mitigate financial risks while ensuring that sufficient volumes are available to meet our

• an unrealized appreciation or depreciation of our contracted requirements. Contracts we enter into as part of our risk commitments to purchase or sell when purchase or sale management program may be settled financially, settled by prices under the commitments are compared with current physical delivery, or net settled with the counterparty.

commodity prices;

• market values of natural gas and uranium inventories that differ from the cost of those commodities in inventory; and

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

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

Quantity (in millions, except as indicated) 2016 2015 Ameren Ameren Ameren Ameren Commodity Missouri Illinois Ameren Missouri Illinois Ameren Fuel oils (in gallons)(a) 29 (b) 29 35 (b) 35 Natural gas (in mmbtu) 29 150 179 30 151 181 Power (in megawatthours) 1 9 10 1 10 11 Uranium (pounds in thousands) 428 (b) 428 494 (b) 494 (a) Consists of ultra-low-sulfur diesel products.

(b) Not applicable.

and gains deferred as regulatory assets and regulatory liabilities Authoritative accounting guidance regarding derivative are probable of recovery or refund through future rates charged instruments requires that all contracts considered to be derivative to customers. Regulatory assets and regulatory liabilities are instruments be recorded on the balance sheet at their fair values, amortized to operating income as related losses and gains are unless the NPNS exception applies. See Note 7 - Fair Value reflected in rates charged to customers. Therefore, gains and Measurements for a discussion of our methods of assessing the losses on these derivatives have no effect on operating income.

fair value of derivative instruments. Many of our physical As of March 31, 2016, and December 31, 2015, all contracts contracts, such as our purchased power contracts, qualify for the received regulatory deferral.

NPNS exception to derivative accounting rules. The revenue or expense on NPNS contracts is recognized at the contract price Authoritative accounting guidance permits companies to upon physical delivery. offset fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral If we determine that a contract meets the definition of a (a liability) against fair value amounts recognized for derivative derivative and is not eligible for the NPNS exception, we review instruments that are executed with the same counterparty under the contract to determine whether the resulting gains or losses a master netting arrangement or similar agreement. The Ameren qualify for regulatory deferral. Derivative contracts that qualify for Companies did not elect to adopt this guidance for any eligible regulatory deferral are recorded at fair value, with changes in fair derivative instruments.

value recorded as regulatory assets or regulatory liabilities in the period in which the change occurs. We believe derivative losses 20 Page 23 of 71

Enclosure 6 to ULNRC06341 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 March 31, 2016, and December 31, 2015:

Ameren Ameren Balance Sheet Location Missouri Illinois Ameren 2016 Natural gas Other assets $ $ 1 $ 1 Power Other current assets 6 6 Total assets (a) $ 6 $ 1 $ 7 Fuel oils Other current liabilities $ 19 $ $ 19 Other deferred credits and liabilities 6 6 Natural gas MTM derivative liabilities (b) 36 (b)

Other current liabilities 7 43 Other deferred credits and liabilities 7 15 22 Power MTM derivative liabilities (b) 15 (b)

Other current liabilities 15 Other deferred credits and liabilities 172 172 Uranium Other current liabilities 2 2 Other deferred credits and liabilities 2 2 Total liabilities (c) $ 43 $ 238 $ 281 2015 Natural gas Other current assets $ $ 1 $ 1 Other assets 1 1 Power Other current assets 16 16 Total assets (a) $ 17 $ 1 $ 18 Fuel oils Other current liabilities $ 22 $ $ 22 Other deferred credits and liabilities 7 7 Natural gas MTM derivative liabilities (b) 32 (b)

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

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

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

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

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

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

We believe that entering into master netting arrangements or similar agreements mitigates the level of financial loss that could result from default by allowing net settlement of derivative assets and liabilities. We generally enter into the following master netting arrangements:

(1) the International Swaps and Derivatives Association Agreement, a standardized financial natural gas and electric contract; (2) the Master Power Purchase and Sale Agreement, created by the Edison Electric Institute and the National Energy Marketers Association, a standardized contract for the purchase and sale of wholesale power; and (3) the North American Energy Standards Board Inc. Agreement, a standardized contract for the purchase and sale of natural gas. 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.

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Enclosure 6 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 March 31, 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 $ 6 $ 2 $ $ 4 Ameren Illinois 1 1 Ameren $ 7 $ 3 $ $ 4 Liabilities:

Ameren Missouri $ 43 $ 2 $ 8 $ 33 Ameren Illinois 238 1 2 235 Ameren $ 281 $ 3 $ 10 $ 268 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 March 31, 2016, if counterparty groups were to fail completely to perform on contracts, the Ameren Companies maximum exposure would have been immaterial with or without consideration of the application of master netting arrangements or similar agreements and collateral held.

Derivative Instruments with Credit Risk-Related Contingent Features Our commodity contracts contain collateral provisions tied to the Ameren Companies credit ratings. If we were to experience an adverse change in our credit ratings, or if a counterparty with reasonable grounds for uncertainty regarding our ability to satisfy an obligation requested adequate assurance of performance, additional collateral postings might be required. The following table presents, as of March 31, 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 March 31, 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 $ 88 $ 7 $ 76 Ameren Illinois 77 2 71 Ameren $ 165 $ 9 $ 147 (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.

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Enclosure 6 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 23 Page 26 of 71

Enclosure 6 to ULNRC06341 The following table describes the valuation techniques and unobservable inputs utilized by the Ameren Companies for the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy for the periods ended March 31, 2016, and December 31, 2015:

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

2016 Natural gas $ $ (1) Discounted cash flow Nodal basis($/mmbtu)(b) (0.60) - 0 (0.50)

Counterparty credit risk(%)(c)(d) 0.40 - 6 0.93 Ameren Illinois credit risk(%)(c)(d) 0.40 (e)

Power(f) 6 (187) Discounted cash flow Average forward peak and off-peak pricing - 18 - 37 27 forwards/swaps($/MWh)(g)

Estimated auction price for FTRs($/MW)(b) (818) - 1,062 67 Nodal basis($/MWh)(g) (10) - (1) (2)

Counterparty credit risk(%)(c)(d) 0.55 (e)

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

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

Contract price allocation Estimated renewable energy credit costs($/credit)(b) 5 - 7 6 Uranium (4) Option model Volatilities(%)(b) 20 (e)

Discounted cash flow Average forward uranium pricing($/pound)(b) 28 - 33 31 Ameren Missouri credit risk(%)(c)(d) 0.40 (e) 2015 Natural gas $ 1 $ (1) Option model Volatilities(%)(b) 35 - 55 45 Nodal basis($/mmbtu)(c) (0.30) - 0 (0.20)

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

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

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

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

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

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

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

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

Discounted cash flow Average forward uranium pricing($/pound)(b) 35 - 42 37 Ameren Missouri credit risk(%)(c)(d) 0.40 (e) 6 (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 2031 and beyond for March 31, 2016 and to power prices 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 24 Page 27 of 71

Enclosure 6 to ULNRC06341 for counterparty default derived from market data such as the price of credit default swaps, bond yields, and credit ratings. No gains or losses related to valuation adjustments for counterparty default risk were recorded at Ameren, Ameren Missouri, or Ameren Illinois in the first quarter of 2016 or 2015. At March 31, 2016, and December 31, 2015, the counterparty default risk valuation adjustment related to derivative contracts was immaterial for Ameren, Ameren Missouri, and Ameren Illinois.

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 March 31, 2016:

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

Ameren Derivative assets - commodity contracts(a):

Natural gas $ $ 1 $ $ 1 Power 6 6 Total derivative assets - commodity contracts $ $ 1 $ 6 $ 7 Nuclear decommissioning trust fund:

Cash and cash equivalents $ 2 $ $ $ 2 Equity securities:

U.S. large capitalization 369 369 Debt securities:

U.S. treasury and agency securities 121 121 Corporate bonds 56 56 Other 18 18 Total nuclear decommissioning trust fund $ 371 $ 195 $ $ 566 (b)

Total Ameren $ 371 $ 196 $ 6 $ 573 Ameren Derivative assets - commodity contracts(a):

Missouri Power $ $ $ 6 $ 6 Nuclear decommissioning trust fund:

Cash and cash equivalents $ 2 $ $ $ 2 Equity securities:

U.S. large capitalization 369 369 Debt securities:

U.S. treasury and agency securities 121 121 Corporate bonds 56 56 Other 18 18 Total nuclear decommissioning trust fund $ 371 $ 195 $ $ 566 (b)

Total Ameren Missouri $ 371 $ 195 $ 6 $ 572 Ameren Derivative assets - commodity contracts(a):

Illinois Natural gas $ $ 1 $ $ 1 Liabilities:

Ameren Derivative liabilities - commodity contracts(a):

Fuel oils $ 25 $ $ $ 25 Natural gas 1 63 1 65 Power 187 187 Uranium 4 4 Total Ameren $ 26 $ 63 $ 192 $ 281 Ameren Derivative liabilities - commodity contracts(a):

Missouri Fuel oils $ 25 $ $ $ 25 Natural gas 1 13 14 Uranium 4 4 Total Ameren Missouri $ 26 $ 13 $ 4 $ 43 Ameren Derivative liabilities - commodity contracts(a):

Illinois Natural gas $ $ 50 $ 1 $ 51 Power 187 187 Total Ameren Illinois $ $ 50 $ 188 $ 238 (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.

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Enclosure 6 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.

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Enclosure 6 to ULNRC06341 The following table summarizes the changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy for the three months ended March 31, 2016:

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

Beginning balance at January 1, 2016 $ $ $

Settlements (1) (1)

Ending balance at March 31, 2016 $ $ (1) $ (1)

Change in unrealized gains (losses) related to assets/liabilities held at March 31, 2016 $ $ $

Power:

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

Realized and unrealized gains (losses) included in regulatory assets/liabilities (3) (21) (24)

Settlements (7) 4 (3)

Ending balance at March 31, 2016 $ 6 $ (187) $ (181)

Change in unrealized gains (losses) related to assets/liabilities held at March 31, 2016 $ $ (19) $ (19)

Uranium:

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

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

Ending balance at March 31, 2016 $ (4) $ (a) $ (4)

Change in unrealized gains (losses) related to assets/liabilities held at March 31, 2016 $ (3) $ (a) $ (3)

(a) Not applicable.

The following table summarizes the changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy for the three months ended March 31, 2015:

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

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

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

Settlements 1 (a) 1 Ending balance at March 31, 2015 $ (6) $ (a) $ (6)

Change in unrealized gains (losses) related to assets/liabilities held at March 31, 2015 $ (3) $ (a) $ (3)

Natural gas:

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

Purchases 1 1 Ending balance at March 31, 2015 $ (1) $ 1 $

Change in unrealized gains (losses) related to assets/liabilities held at March 31, 2015 $ $ $

Power:

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

Realized and unrealized gains (losses) included in regulatory assets/liabilities (2) (25) (27)

Settlements (3) 3 Ending balance at March 31, 2015 $ 4 $ (164) $ (160)

Change in unrealized gains (losses) related to assets/liabilities held at March 31, 2015 $ $ (24) $ (24)

Uranium:

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

Realized and unrealized gains (losses) included in regulatory assets/liabilities 1 (a) 1 Ending balance at March 31, 2015 $ (1) $ (a) $ (1)

Change in unrealized gains (losses) related to assets/liabilities held at March 31, 2015 $ 1 $ (a) $ 1 (a) Not applicable.

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 27 Page 30 of 71

Enclosure 6 to ULNRC06341 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 March 31, 2016, and December 31, 2015:

March 31, 2016 December 31, 2015 Carrying Fair Carrying Fair Amount Value Amount Value Ameren:

Long-term debt and capital lease obligations (including current portion) $ 7,016 $ 7,744 $ 7,275 $ 7,814 Preferred stock(a) 142 126 142 125 Ameren Missouri:

Long-term debt and capital lease obligations (including current portion) $ 3,851 $ 4,280 $ 4,110 $ 4,449 Preferred stock 80 75 80 75 Ameren Illinois:

Long-term debt (including current portion) $ 2,472 $ 2,744 $ 2,471 $ 2,665 Preferred stock 62 51 62 50 (a) Preferred stock is recorded in Noncontrolling Interests on the consolidated balance sheet.

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

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

under Part II, Item 8, of the Form 10-K and the money pool 28 Page 31 of 71

Enclosure 6 to ULNRC06341 The following table presents the impact on Ameren Missouri and Ameren Illinois of related party transactions for the three months ended March 31, 2016 and 2015:

Three Months Income Statement Ameren Ameren Agreement Line Item Missouri Illinois Ameren Missouri power supply Operating Revenues 2016 $ 9 $ (a) agreements with Ameren Illinois 2015 1 (a)

Ameren Missouri and Ameren Illinois Operating Revenues 2016 6 1 rent and facility services 2015 6 1 Ameren Missouri and Ameren Illinois Operating Revenues 2016 (b) (b) miscellaneous support services 2015 (b) (b)

Total Operating Revenues 2016 $ 15 $ 1 2015 7 1 Ameren Illinois power supply Purchased Power 2016 $ (a) $ 9 agreements with Ameren Missouri 2015 (a) 1 Ameren Illinois transmission Purchased Power 2016 (a) (b) services with ATXI 2015 (a) 1 Total Purchased Power 2016 $ (a) $ 9 2015 (a) 2 Ameren Services support services Other Operations and Maintenance 2016 $ 34 $ 31 agreement 2015 34 29 Money pool borrowings (advances) Interest Charges/ Miscellaneous Income 2016 $ (b) $ (b) 2015 (b) (b)

(a) Not applicable.

(b) Amount less than $1 million.

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

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

Callaway Energy Center.

Callaway Energy Center The following table presents insurance coverage at Ameren Missouris Callaway energy center at March 31, 2016. The property coverage and the nuclear liability coverage must be renewed on April 1 and January 1, respectively, of each year. Both coverages were renewed in 2016.

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

American Nuclear Insurers $ 375 $

Pool participation 13,114 (a) 127 (b)

$ 13,489 (c) $ 127 Property damage:

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

European Mutual Association for Nuclear Insurance 450 (f)

$ 3,200 $ 30 Replacement power:

NEIL $ 490 (g) $ 7 (e)

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

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

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Enclosure 6 to ULNRC06341 (c) Limit of liability for each incident under the Price-Anderson liability provisions of the Atomic Energy Act of 1954, as amended. A company could be assessed up to $127 million per incident for each licensed reactor it operates with a maximum of $19 million per incident to be paid in a calendar year for each reactor. This limit is subject to change to account for the effects of inflation and changes in the number of licensed reactors.

(d) NEIL provides $2.25 billion in property damage, decontamination, and premature decommissioning insurance for radiation events. NEIL provides $2.3 billion in property damage for nonradiation events. An additional $500 million is provided for radiation events only. The total provided by NEIL for radiation and nonradiation events is $2.75 billion and $2.3 billion, respectively.

(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 policies, subject to an industrywide aggregate policy limit of $3.24 billion within a 12-month period, or $1.83 billion for events not involving radiation contamination.

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

Other Obligations and water, and chemical and waste handling. Complex and lengthy approval processes are required to obtain, modify or To supply a portion of the fuel requirements of Ameren renew permits and licenses for new or existing facilities.

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

Missouri and Ameren Illinois have entered into various long-term commitments for purchased power and natural gas for The EPA has promulgated several environmental regulations distribution. At March 31, 2016, total obligations related to that will have a significant impact on the electric utility industry.

commitments for coal, natural gas, nuclear fuel, purchased Over time, compliance with these regulations could be costly for power, methane gas, equipment, and meter reading services, Ameren Missouri, which operates coal-fired power plants.

among other agreements, at Ameren, Ameren Missouri, and Significant new rules include the regulation of CO2 emissions Ameren Illinois were $4,566 million, $2,786 million, and $1,729 from existing power plants through the Clean Power Plan and million, respectively. For additional information regarding our from new power plants through the revised NSPS; the CSAPR, obligations and commitments at December 31, 2015, see Note 15 which requires further reductions of SO2 emissions and NOx

- Commitments and Contingencies under Part II, Item 8 of the emissions from power plants; a regulation governing Form 10-K. management and storage of CCR; the MATS, which require reduction of emissions of mercury, toxic metals, and acid gases In April 2016, Ameren Illinois conducted a procurement from power plants; revised NSPS for particulate matter, SO2, and event, administered by the IPA, to purchase energy products NOx emissions from new sources; new effluent standards through May 31, 2019. In this event, Ameren Illinois contracted to applicable to wastewater discharges from power plants; and new purchase approximately 3,609,800 megawatthours of energy regulations under the Clean Water Act that could require products for $105 million, from June 1, 2016, through May 31, significant capital expenditures, such as modifications to water 2019. See Note 8 - Related Party Transactions in this report for intake structures or new cooling towers at Ameren Missouris additional information regarding the energy product agreement energy centers. The EPA also periodically reviews and revises between Ameren Missouri and Ameren Illinois as a result of this national ambient air quality standards, including those standards procurement event. associated with emissions from power plants, such as particulate matter, ozone, SO2 and NOx. Certain of these new regulations are Environmental Matters being or are likely to be challenged through litigation, so their ultimate implementation, as well as the timing of any such We are subject to various environmental laws and implementation, is uncertain. Although many details of future regulations enforced by federal, state, and local authorities. Such regulations are unknown, the individual or combined effects of requirements can impact the siting, development and operation new environmental regulations could result in significant capital of new and existing generation, transmission, distribution and expenditures and increased operating costs for Ameren and natural gas storage facilities. Such requirements can encompass Ameren Missouri. Compliance with all of these environmental emissions, discharges to water, water usage, impacts to air, land, laws and regulations could be prohibitively expensive, result in 30 Page 33 of 71

Enclosure 6 to ULNRC06341 the closure or alteration of the operation of some of Ameren If upheld, the Clean Power Plan would require Missouri and Missouris energy centers, or require capital investment. Ameren Illinois to reduce CO2 emissions from power plants within their and Ameren Missouri expect that these costs would be states significantly below 2005 levels by 2030. The rule contains recoverable through rates, subject to MoPSC prudence review, interim compliance periods commencing in 2022 that would but the nature and timing of costs and their recovery could result require each state to demonstrate progress in achieving its CO2 in regulatory lag. reduction target. Ameren is evaluating the Clean Power Plan's potential impacts to its operations, including those related to Ameren Missouri's current plan for compliance with existing electric system reliability, and to its level of investment in environmental regulations for air emissions includes burning customer energy efficiency programs, renewable energy, and ultra-low-sulfur coal and installing new or optimizing existing other forms of generation investment. Significant uncertainty pollution control equipment. Ameren and Ameren Missouri exists regarding the impact of the Clean Power Plan, as its estimate that they will need to make capital expenditures of $600 implementation will depend upon plans to be developed by the million to $700 million in the aggregate from 2016 through 2020 in states. Numerous legal challenges are pending, which could order to comply with existing environmental regulations. Ameren result in the rule being declared invalid or the nature and timing of Missouri may be required to install additional air emissions CO2 emissions reductions being revised. In February 2016, the controls within the next six to 10 years. This estimate includes United States Supreme Court stayed the Clean Power Plan and capital expenditures required for the CCR regulations, the rule all implementation requirements until such time as legal appeals applicable to cooling water intake structures at existing power are concluded. The District of Columbia Circuit Court of Appeals plants under the Clean Water Act, and the effluent limitation has scheduled hearings for June 2016 on the legality of the rule.

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

Federal and state laws require significant reductions in SO2 Also, in 2015, the EPA issued final regulations that set CO2 and NOx through either emission source reductions or the use emissions standards for new power plants. These new standards and retirement of emission allowances. The CSAPR became establish separate emissions limits for new natural-gas-fired effective in 2015. There will be further emission reduction combined cycle plants and new coal-fired plants.

requirements in 2017 and potentially more in subsequent years.

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

31 Page 34 of 71

Enclosure 6 to ULNRC06341 NSR and Clean Air Litigation recovered on a timely basis through electric rates charged to Ameren Missouris customers.

In January 2011, the Department of Justice, on behalf of the EPA, filed a complaint against Ameren Missouri in the United Ash Management States District Court for the Eastern District of Missouri. The EPA's complaint, as amended in October 2013, alleges that in In 2015, the EPA issued regulations regarding the performing projects at its Rush Island coal-fired energy center in management and disposal of CCR. These regulations will affect 2007 and 2010, Ameren Missouri violated provisions of the Clean CCR disposal and handling costs at Ameren Missouri's energy Air Act and Missouri law. Ameren Missouri anticipates that a trial centers. The regulations allow for the management of CCR as a of this case will occur in 2016. Ameren Missouri believes its solid waste, as well as for its continued beneficial uses, such as defenses are meritorious and is defending itself vigorously. recycling, which could reduce the amount to be disposed. The However, there can be no assurances that it will be successful in regulations also establish criteria regarding the structural integrity, its efforts. location, and operation of CCR impoundments and landfills. They require groundwater monitoring, and closure of impoundments if The ultimate resolution of this matter could have a material the groundwater standards are not achieved. Ameren Missouri's adverse effect on the results of operations, financial position, and capital expenditure plan includes the cost of constructing landfills liquidity of Ameren and Ameren Missouri. A resolution of this as part of its environmental compliance plan.

matter could result in increased capital expenditures for the installation of pollution control equipment and increased The new regulations do not apply to ash ponds at plants no operations and maintenance expenses. We are unable to predict longer in operation, such as Amerens Meredosia and Hutsonville the ultimate resolution of these matters or the costs that might be energy centers.

incurred.

Remediation Clean Water Act The Ameren Companies are involved in a number of In 2014, the EPA issued its final rule applicable to cooling remediation actions to clean up sites impacted from the use or water intake structures at existing power plants. The rule requires disposal of materials containing hazardous substances. Federal a case-by-case evaluation and plan for reducing aquatic and state laws can require responsible parties to fund organisms impinged on the facilitys intake screens or entrained remediation actions regardless of their degree of fault, the legality through the plant's cooling water system. All of Ameren Missouris of original disposal, or the ownership of a disposal site. Ameren coal-fired and nuclear energy centers are subject to this rule. Missouri and Ameren Illinois have each been identified by federal Each of Ameren Missouris affected energy centers will become or state governments as a potentially responsible party at several subject to the revised limitations when the energy center renews contaminated sites.

its water discharge permit. These permits are scheduled to be renewed between 2018 and 2023. The rule could have an As of March 31, 2016, Ameren Illinois owned or was adverse effect on Amerens and Ameren Missouris results of otherwise responsible for 44 former MGP sites in Illinois, which operations, financial position, and liquidity if its implementation are in various stages of investigation, evaluation, remediation, requires the installation of cooling towers or extensive and closure. Ameren Illinois estimates it could substantially modifications to the cooling water systems at our energy centers conclude remediation efforts by 2025. The ICC allows Ameren and if those investments are not recovered on a timely basis in Illinois to recover remediation and litigation costs associated with electric rates charged to Ameren Missouri's customers. its former MGP sites from its electric and natural gas utility customers through environmental adjustment rate riders. Costs In 2015, the EPA issued its final rule under the Clean Water are subject to annual review by the ICC. As of March 31, 2016, Act to revise the effluent limitation guidelines applicable to steam Ameren Illinois estimated the obligation related to these former electric generating units. Effluent limitation guidelines are national MGP sites at $224 million to $313 million. Ameren and Ameren standards for water discharges that are based on the Illinois recorded a liability of $224 million to represent the effectiveness of available control technology. The EPA's rule estimated minimum obligation for these sites, as no other amount prohibits effluent discharges of certain waste streams and within the range was a better estimate.

imposes more stringent limitations on certain components in water discharges from power plants. All of Ameren Missouris The scope and extent to which these former MGP sites are coal-fired energy centers are subject to this rule, which will be remediated may increase as remediation efforts continue.

applied when each energy center renews its water discharge Considerable uncertainty remains in these estimates because permit beginning as early as 2018. Ameren Missouri is evaluating many site specific factors can influence the ultimate actual costs, the final rule, which became effective in January 2016, and the including unanticipated underground structures, the degree to possible effects on its operations. The rule could have an adverse which groundwater is encountered, regulatory changes, local effect on Amerens and Ameren Missouris results of operations, ordinances, and site accessibility. The actual costs may vary financial position, and liquidity if its implementation requires substantially from these estimates.

extensive changes in the water discharge systems at Ameren Ameren Illinois formerly used a third-party owned landfill in Missouris energy centers and if these investments are not connection with the operation of a previously-owned energy 32 Page 35 of 71

Enclosure 6 to ULNRC06341 center. While no litigation is pending, Ameren Illinois could be future environmental commitments or will affect our results of required to perform certain maintenance activities at that landfill, operations, financial position, or liquidity.

which is now closed. As of March 31, 2016, Ameren Illinois estimated the obligation related to this site at $0.5 million to $6 Ameren Missouri Municipal Taxes million. Ameren Illinois recorded a liability of $0.5 million to represent its estimated minimum obligation for this site, as no The cities of Creve Coeur and Winchester, Missouri, on other amount within the range was a better estimate. Ameren behalf of themselves and other municipalities in Ameren Illinois is also responsible for the cleanup of some underground Missouris service area, filed a class action lawsuit in November storage tanks and a water treatment plant in Illinois. As of 2011, against Ameren Missouri in the Circuit Court of St. Louis March 31, 2016, Ameren Illinois recorded a liability of $0.7 million County, Missouri. The lawsuit alleges that Ameren Missouri failed to represent its best estimate of the obligation for these sites. to collect and pay gross receipts taxes or license fees on certain revenues. Ameren and Ameren Missouri recorded immaterial In 2008, the EPA issued an administrative order to three liabilities on their respective balance sheets as of March 31, 2016 companies including Ameren Missouri pertaining to a former coal and December 31, 2015, representing their estimate of taxes and tar distillery in St. Louis, Missouri operated by Koppers Company fees due as a result of this lawsuit. Ameren Missouri believes its or its predecessor and successor companies. While Ameren defenses are meritorious and is defending itself vigorously; Missouri is the current owner of the site, it did not conduct any of however, there can be no assurances that Ameren Missouri will the manufacturing operations involving coal tar or its byproducts. be successful in its efforts. The ultimate resolution of any unpaid Site investigation activities have been concluded and reports municipal tax or fees could have a material adverse effect on the have been submitted to the EPA for review and approval. As of results of operations, financial position, and liquidity of Ameren March 31, 2016, Ameren Missouri estimated its obligation at $2 and Ameren Missouri.

million to $5 million. Ameren Missouri recorded a liability of $2 million to represent its estimated minimum obligation for this site, NOTE 10 - CALLAWAY ENERGY CENTER as no other amount within the range was a better estimate.

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

Missouri currently owns a parcel of property at Sauget Area 2 that The NWPA also requires the DOE to review the nuclear waste was once used by others as a landfill. fee annually against the cost of the nuclear waste disposal program and to propose to the United States Congress any fee In December 2013, the EPA issued its record of decision for adjustment necessary to offset the costs of the program. As Sauget Area 2 approving the investigation and the remediation required by the NWPA, Ameren Missouri and other utilities have alternatives recommended by the potentially responsible parties. entered into standard contracts with the DOE. Consistent with the Further negotiation among the potentially responsible parties will NWPA and its standard contract, Ameren Missouri had historically determine how to fund the implementation of the EPA-approved collected one mill from its electric customers for each cleanup remedies. As of March 31, 2016, Ameren Missouri kilowatthour of electricity that it generated and sold from its estimated its obligation related to Sauget Area 2 at $1 million to Callaway energy center. Because the federal government is not

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

other amount within the range was a better estimate.

Although both the NWPA and the standard contract stated In December 2012, Ameren Missouri signed an that the DOE would begin to dispose of spent nuclear fuel by administrative order with the EPA and agreed to investigate soil 1998, the DOE is not meeting its disposal obligation. The DOE's and groundwater conditions at an Ameren Missouri-owned delay in carrying out its obligation to dispose of spent nuclear fuel substation in St. Charles, Missouri. As of March 31, 2016, from the Callaway energy center is not expected to adversely Ameren Missouri estimated and recorded a $0.6 million liability affect the continued operations of the energy center.

related to the site. Although monitoring will continue for some time, no significant remediation measures are anticipated. As a result of the DOE's failure to begin to dispose of spent nuclear fuel from commercial nuclear energy centers and fulfill its Our operations or those of our predecessor companies contractual obligations, Ameren Missouri and other nuclear involve the use of, disposal of, and in appropriate circumstances, energy center owners sued the DOE to recover costs, such as the cleanup of substances regulated under environmental laws. certain NRC fees and Missouri ad valorem taxes, incurred for We are unable to determine whether such practices will result in ongoing storage of their spent fuel. The lawsuit resulted in a settlement agreement that provides for annual recovery of additional spent fuel storage and related costs. Ameren Missouri 33 Page 36 of 71

Enclosure 6 to ULNRC06341 will continue to apply for reimbursement from the DOE for analysis for decommissioning its Callaway energy center. In April allowable costs associated with the ongoing storage of spent fuel. 2016, the MoPSC approved no change in electric service rates for decommissioning costs based on Ameren Missouris updated Electric utility rates charged to customers provide for the cost study and funding analysis filed in April 2015.

recovery of the Callaway energy center's decommissioning costs, which include decontamination, dismantling, and site restoration The fair value of the trust fund for Ameren Missouri's costs, over the expected life of the nuclear energy center. Callaway energy center is reported as "Nuclear decommissioning Amounts collected from customers are deposited into the trust fund" in Ameren's and Ameren Missouri's balance sheets.

external nuclear decommissioning trust fund to provide for the This amount is legally restricted and may be used only to fund Callaway energy centers decommissioning. It is assumed that the costs of nuclear decommissioning. Changes in the fair value the Callaway energy center site will be decommissioned through of the trust fund are recorded as an increase or decrease to the the immediate dismantlement method and removed from service. nuclear decommissioning trust fund, with an offsetting adjustment Ameren and Ameren Missouri have recorded an ARO for the to the related regulatory liability. If the assumed return on trust Callaway energy center decommissioning costs at fair value, assets is not earned, Ameren Missouri believes that it is probable which represents the present value of estimated future cash that any such earnings deficiency will be recovered in rates.

outflows. Annual decommissioning costs of $7 million are included in the costs used to establish electric rates for Ameren Missouri's customers. Every three years, the MoPSC requires Ameren Missouri to file an updated cost study and funding NOTE 11 - RETIREMENT BENEFITS Amerens pension plans are funded in compliance with income tax regulations and to meet federal funding or regulatory requirements.

As a result, Ameren expects to fund its pension plans at a level equal to the greater of the pension expense or the legally required minimum contribution. Considering Amerens assumptions at March 31, 2016, the plans estimated investment performance through March 31, 2016, and Amerens pension funding policy, Ameren expects to make annual contributions of $40 million to $70 million through 2020, with aggregate estimated contributions of $280 million. These amounts are estimates which may change with actual investment performance, changes in interest rates, any pertinent changes in government regulations, and any voluntary contributions. Separately, our policy for postretirement benefits is primarily to fund the voluntary employees beneficiary association trusts to match the annual postretirement expense.

The following table presents the components of the net periodic benefit cost (benefit) incurred for Amerens pension and postretirement benefit plans for the three months ended March 31, 2016 and 2015:

Pension Benefits Postretirement Benefits Three Months Three Months 2016 2015 2016 2015 Service cost $ 20 $ 24 $ 5 $ 5 Interest cost 47 44 12 12 Expected return on plan assets (63) (62) (18) (17)

Amortization of:

Prior service benefit (1) (1)

Actuarial loss (gain) 9 18 (3) 1 Net periodic benefit cost (benefit) $ 13 $ 24 $ (5) $

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 months ended March 31, 2016 and 2015:

Pension Benefits Postretirement Benefits Three Months Three Months 2016 2015 2016 2015 Ameren Missouri(a) $ 8 $ 15 $ (1) $ 1 Ameren Illinois 5 9 (4) (1)

Ameren(a)(b) $ 13 $ 24 $ (5) $

(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.

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Enclosure 6 to ULNRC06341 NOTE 12 - DISCONTINUED OPERATIONS On January 31, 2014, Medina Valley completed the sale of the Elgin, Gibson City, and Grand Tower gas-fired energy centers to Rockland Capital for a total purchase price of $168 million. The agreement with Rockland Capital required a portion of the purchase price to be held in escrow until January 31, 2016, to fund certain indemnity obligations, if any, of Medina Valley. Medina Valley received the amount held in escrow from Rockland Capital in the first quarter of 2016 and paid Genco its portion of the escrow amount in April 2016. 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.

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

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

Ameren Ameren Intersegment Three Months Missouri Illinois Other Eliminations Ameren 2016 External revenues $ 726 $ 676 $ 32 $ $ 1,434 Intersegment revenues 15 1 (16)

Net income attributable to Ameren common shareholders from continuing operations 14 59 32 105 2015 External revenues $ 793 $ 744 $ 19 $ $ 1,556 Intersegment revenues 7 1 1 (9)

Net income attributable to Ameren common shareholders from continuing operations 41 53 14 108 As of March 31, 2016:

Total assets $ 13,443 $ 8,944 $ 1,214 $ (230) $ 23,371 (a)

As of December 31, 2015:

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

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

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Enclosure 6 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 $105 million in the first quarter of utility holding company under PUHCA 2005. Amerens primary 2016, compared with $108 million in the first quarter of 2015. Net assets are its equity interests in its subsidiaries, including Ameren income was unfavorably affected by decreased electric sales Missouri and Ameren Illinois. Amerens subsidiaries are separate, volumes primarily due to milder winter temperatures and the independent legal entities with separate businesses, assets, and reduction in Noranda sales volumes at Ameren Missouri. The liabilities. Dividends on Amerens common stock and the payment absence in 2016 of a January 2015 ICC order regarding Ameren of expenses by Ameren depend on distributions made to it by its Illinois cumulative power usage cost and its purchased power subsidiaries. Amerens principal subsidiaries are listed below. mechanism also unfavorably affected earnings. Earnings also decreased as a result of the absence of net shared benefits and

• Union Electric Company, doing business as Ameren the carryover effect from MEEIA 2013 at Ameren Missouri.

Missouri, operates a rate-regulated electric generation, Earnings were favorably affected by an income tax benefit transmission and distribution business and a rate-regulated recorded at Ameren (parent) pursuant to the adoption of new natural gas transmission and distribution business in accounting guidance related to share-based compensation; Missouri. increased Ameren Illinois and ATXI electric transmission service

• Ameren Illinois Company, doing business as Ameren Illinois, and Ameren Illinois electric delivery service earnings, reflecting operates rate-regulated electric and natural gas transmission Amerens strategy to allocate incremental capital to those and distribution businesses in Illinois. businesses; and increased rates for Ameren Illinois natural gas delivery service pursuant to a December 2015 order.

Ameren has various other subsidiaries that conduct activities such as the provision of shared services. Ameren also Ameren remains focused on executing its strategy of has a subsidiary, ATXI, that operates a FERC rate-regulated investing in and operating its utilities in a manner consistent with electric transmission business. ATXI is developing MISO- existing regulatory frameworks, enhancing those frameworks and approved electric transmission projects, including the Illinois advocating for responsible energy policies, as well as creating Rivers, Spoon River, and Mark Twain projects. Ameren is also and capitalizing on opportunities for investment for the benefit of pursuing projects to improve electric transmission system its customers and shareholders. Ameren continues to allocate reliability within Ameren Missouris and Ameren Illinois service significant amounts of capital to those businesses that are territories as well as competitive electric transmission investment supported by regulatory frameworks that provide predictable and opportunities outside of these territories, including investments timely cost-recovery. Ameren invested approximately $300 million outside of MISO. of its $496 million in capital expenditures during the first three months of 2016 in FERC-regulated electric transmission projects Unless otherwise stated, the following sections of and Ameren Illinois electric and natural gas delivery service Managements Discussion and Analysis of Financial Condition infrastructure. Consistent with its strategic plan, one of Amerens and Results of Operations exclude discontinued operations for all goals is to earn at or close to the allowed return on common periods presented. See Note 12 - Discontinued Operations under equity in each of its jurisdictions. Ameren remains focused on Part I, Item 1, of this report and Note 16 - Divestiture improving operating performance, disciplined cost management, Transactions and Discontinued Operations under Part II, Item 8, and strategic capital allocation.

of the Form 10-K for additional information regarding the divestiture transactions and discontinued operations Construction continues on ATXIs $1.4 billion Illinois Rivers presentation. transmission project, and ATXI anticipates line construction to begin on the Spoon River project in late 2016. In April 2016, the Amerens financial statements are prepared on a MoPSC granted ATXI a certificate of convenience and necessity consolidated basis, and therefore include the accounts of its for the Mark Twain project. Starting construction under the 36 Page 39 of 71

Enclosure 6 to ULNRC06341 certificate is subject to ATXI obtaining assents from the five monitor Norandas sales volumes and to evaluate regulatory and counties where the line will be constructed. legislative options that might mitigate adverse financial impacts.

With respect to the FERC-regulated electric transmission RESULTS OF OPERATIONS businesses, Ameren and Ameren Illinois transmission earnings continued to be reduced by the recognition of a liability for a Our results of operations and financial position are affected potential refund to customers based on the pending FERC by many factors. Weather, economic conditions, energy efficiency complaint cases regarding the allowed base return on common investments by our customers and us, and the actions of key equity. The FERC is expected to issue a final order on the customers can significantly affect the demand for our services.

November 2013 complaint case in the fourth quarter of 2016. The Our results are also affected by seasonal fluctuations in winter initial decision from an administrative law judge in the February heating and summer cooling demands. We are also affected by 2015 complaint case, which will subsequently require FERC nuclear refueling and other energy center maintenance outages approval, is expected to be issued in the second quarter of 2016. at Ameren Missouri. Additionally, fluctuations in interest rates and conditions in the capital and credit markets affect our cost of Ameren Illinois has invested approximately $145 million in borrowing and our pension and postretirement benefits costs.

electric and natural gas delivery infrastructure projects in the first Almost all of Amerens revenues are subject to state or federal three months of 2016, including those that are part of its regulation. This regulation has a material impact on the prices we modernization action plan. It remains on track to meet its charge for our services. Our results of operations, financial remaining investment, reliability, and advanced metering goals position, and liquidity are affected by our ability to align our under the IEIMA. In April 2016, Ameren Illinois filed with the ICC overall spending, both operating and capital, with regulatory its annual electric delivery service formula rate update to frameworks established by our regulators.

establish the revenue requirement used for 2017 rates. Pending ICC approval, Ameren Illinois update filing will result in a $14 Ameren Missouri principally uses coal, nuclear fuel, and million decrease in Ameren Illinois electric delivery service natural gas for fuel in its electric operations and purchases revenue requirement, beginning in January 2017. This update natural gas for its customers. Ameren Illinois purchases power reflects an increase to the annual formula rate based on 2015 and natural gas for its customers. The prices for these actual costs and expected net plant additions for 2016, an commodities can fluctuate significantly because of the global increase to include the 2015 revenue requirement reconciliation economic and political environment, weather, supply and adjustment, and a decrease for the conclusion of the 2014 demand, and many other factors. We have natural gas cost revenue requirement reconciliation adjustment, which will be fully recovery mechanisms for our Illinois and Missouri natural gas collected from customers in 2016. delivery service businesses, a purchased power cost recovery mechanism for Ameren Illinois' electric delivery service business, Ameren Missouri continues to pursue a modernized and a FAC for Ameren Missouri's electric utility business.

regulatory framework that supports investment to upgrade aging electric infrastructure and reduces regulatory lag. Ameren Ameren Illinois' electric delivery service utility business, Missouris MEEIA 2016 provides for timely recovery of both pursuant to the IEIMA, conducts an annual reconciliation of the energy efficiency program costs and revenue losses resulting revenue requirement necessary to reflect the actual costs from these programs as well as the potential to earn a incurred in a given year with the revenue requirement included in performance incentive. Ameren Missouri expects to recognize customer rates for that year, with recoveries from, or refunds to, revenues relating to the MEEIA 2013 performance incentive of at customers made in a subsequent year. Included in Ameren least $19 million in 2016, subject to MoPSC approval. Illinois' revenue requirement reconciliation is a formula for the return on equity, which is equal to the average of the monthly In the first quarter of 2016, Noranda, historically Ameren yields of 30-year United States Treasury bonds plus 580 basis Missouris largest customer, idled production at its aluminum points. Therefore, Ameren Illinois' annual return on equity is smelter. In addition, Noranda filed voluntary petitions for a court- directly correlated to yields on United States Treasury bonds.

supervised restructuring process under Chapter 11 of the United Ameren Illinois and ATXI use a company-specific, forward-looking States Bankruptcy Code. Ameren Missouri expects to be paid in rate formula framework in setting their transmission rates. These full for utility services provided to Noranda. Ameren Missouri forward-looking rates are updated each January with forecasted expects to file an electric rate case in 2016 to reflect additional information. A reconciliation during the year, which adjusts for the infrastructure investments and rising costs, including actual revenue requirement and actual sales volumes, is used to depreciation, transmission service, and property tax expenses, adjust billing rates in a subsequent year.

and expects the resulting new rates to reflect Norandas actual sales volumes, which would prospectively eliminate the impact of Ameren Illinois and ATXIs electric transmission service the current revenue shortfall from Noranda sales levels. Ameren businesses and Ameren Illinois electric delivery service business Missouri may seek recovery of lost revenues in a filing with the operate under formula ratemaking, designed to provide for the MoPSC to recover certain costs incurred but not recovery of actual costs of service that are prudently incurred as contemporaneously recovered by rate revenues as a result of well as a return on equity. While rate-regulated, Ameren Illinois Noranda's reduced operations. Ameren Missouri will continue to natural gas business and Ameren Missouri do not operate under formula ratemaking. Ameren (parent) is not rate-regulated.

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Enclosure 6 to ULNRC06341 We employ various risk management strategies to reduce

• decreased Ameren Missouri earnings resulting from the our exposure to commodity risk and other risks inherent in our absence in 2016 of MEEIA net shared benefits due to the business. The reliability of Ameren Missouri's energy centers and expiration of MEEIA 2013 (3 cents per share); and our transmission and distribution systems and the level of

• excluding the estimated effects of weather, a decrease in purchased power costs, operations and maintenance costs, and electric demand at Ameren Missouri, primarily as a result of capital investment are key factors that we seek to manage in a reduction in Noranda sales volumes and the carryover order to optimize our results of operations, financial position, and effect of MEEIA 2013 partially offset by the additional day in liquidity. 2016 as a result of the leap year and growth (estimated at 2 cents per share).

Earnings Summary Compared with 2015, 2016 earnings per diluted share from The following table presents a summary of Ameren's continuing operations were favorably affected by:

earnings for the three months ended March 31, 2016 and 2015:

• a decrease in the effective tax rate primarily due to an Three Months income tax benefit recorded at Ameren (parent) pursuant to 2016 2015 the adoption of new accounting guidance related to share-Net income attributable to Ameren common based compensation (8 cents per share);

shareholders - continuing operations $ 105 $ 108

• increased Ameren Illinois and ATXI electric transmission Earnings per common share - basic and service and Ameren Illinois electric delivery service earnings diluted - continuing operations 0.43 0.45 under formula ratemaking primarily due to additional rate base investment (5 cents per share). These earnings were Net income attributable to Ameren common shareholders reduced by the recognition of a liability for a potential refund from continuing operations decreased $3 million, or 2 cents per to customers based on the pending FERC complaint cases diluted share, in the first quarter of 2016 compared with the same regarding the allowed base return on common equity (1 cent period in 2015. The decrease between periods was due to a $27 per share);

million decrease in net income from the Ameren Missouri

• higher natural gas distribution rates at Ameren Illinois segment partially offset by an $18 million increase in net income pursuant to a December 2015 order (4 cents per share); and from Ameren (parent) and nonregistrant subsidiaries, which

• increased Ameren Illinois natural gas distribution rates due included an increase in ATXIs net income of $5 million, as well to seasonal rate redesign, which is not expected to as a $6 million increase in net income from the Ameren Illinois materially affect earnings comparisons on an annual basis segment.

(2 cents per share).

Compared with 2015, 2016 earnings per diluted share from The cents per share information presented in the continuing operations were unfavorably affected by:

explanations above is based on the average diluted shares

• decreased demand primarily due to milder winter outstanding in the first quarter of 2015. For additional details temperatures in 2016 (estimated at 10 cents per share); regarding the Ameren Companies results of operations, including

• decreased Ameren Illinois earnings resulting from the explanations of Margins, Other Operations and Maintenance absence in 2016 of a January 2015 ICC order regarding Expenses, Depreciation and Amortization, Taxes Other Than Ameren Illinois cumulative power usage cost and its Income Taxes, Other Income and Expenses, Interest Charges, purchased power rider mechanism (4 cents per share); and Income Taxes, see the major headings below.

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Enclosure 6 to ULNRC06341 Below is a table of income statement components by segment for the three months ended March 31, 2016 and 2015:

Other /

Ameren Ameren Intersegment Missouri Illinois Eliminations Ameren Three Months 2016:

Electric margins $ 449 $ 288 $ 24 $ 761 Natural gas margins 26 154 180 Other operations and maintenance (212) (194) 6 (400)

Depreciation and amortization (127) (77) (3) (207)

Taxes other than income taxes (73) (38) (3) (114)

Other income 13 13 Interest charges (52) (35) (8) (95)

Income taxes (9) (38) 16 (31)

Income from continuing operations 15 60 32 107 Income from discontinued operations, net of tax Net income 15 60 32 107 Noncontrolling interests - preferred dividends (1) (1) (2)

Net income attributable to Ameren common shareholders $ 14 $ 59 $ 32 $ 105 Three Months 2015:

Electric margins $ 497 $ 288 $ 13 $ 798 Natural gas margins 27 150 177 Other operations and maintenance (211) (202) 12 (401)

Depreciation and amortization (118) (73) (2) (193)

Taxes other than income taxes (80) (43) (2) (125)

Other income (expense) 8 2 (2) 8 Interest charges (55) (33) (88)

Income taxes (26) (35) (5) (66)

Income from continuing operations 42 54 14 110 Income from discontinued operations, net of tax Net income 42 54 14 110 Noncontrolling interests - preferred dividends (1) (1) (2)

Net income attributable to Ameren common shareholders $ 41 $ 53 $ 14 $ 108 Margins The following table presents the favorable (unfavorable) variations by segment for electric and natural gas margins in the first quarter of 2016, compared with the first quarter of 2015. 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) $ (37) $ (12) $ $ (49)

Base rates (estimate) 29 19 48 Sales volume (excluding Noranda and the estimated effect of weather) 5 (5)

Noranda revenues (24) (24)

Off-system sales and transmission services revenues 14 14 MEEIA 2013 net shared benefits (11) (11)

Transmission services revenues 7 12 19 Purchased power rider order in 2015 (15) (15)

Other 5 4 (7) 2 Cost recovery mechanisms - offset in fuel and purchased power:(c)

Power supply costs 8 8 Recovery of FAC under-recovery (21) (21) 39 Page 42 of 71

Enclosure 6 to ULNRC06341 Ameren Ameren Three Months Missouri Illinois Other(a) Ameren Other cost recovery mechanisms:(d)

Bad debt, energy efficiency programs, and environmental remediation cost riders (4) (4)

Gross receipts tax (4) (4)

MEEIA 2013 program costs (4) (4)

Total electric revenue change $ (48) $ 2 $ 5 $ (41)

Fuel and purchased power change:

Energy costs $ (11) $ $ $ (11)

Noranda energy costs 11 11 Effect of weather (estimate)(b) 11 6 17 Effect of higher net energy costs included in base rates (24) (24)

FAC exclusion of transmission services expenses(e) (5) (5)

Other (3) 6 3 Cost recovery mechanisms - offsets in electric revenue:(c)

Power supply costs (8) (8)

Recovery of FAC under-recovery 21 21 Total fuel and purchased power change $ $ (2) $ 6 $ 4 Net change in electric margins $ (48) $ $ 11 $ (37)

Natural gas revenue change:

Effect of weather (estimate)(b) $ (9) $ (29) $ $ (38)

Base rates (estimate) 14 14 Seasonal rate redesign 9 9 Cost recovery mechanism - offset in gas purchased for resale:(c)

Purchased gas costs (2) (49) (51)

Other cost recovery mechanisms:(d)

Bad debt, energy efficiency programs, and environmental remediation cost riders (12) (12)

Gross receipts tax (3) (3)

Total natural gas revenue change $ (11) $ (70) $ $ (81)

Gas purchased for resale change:

Effect of weather (estimate)(b) $ 8 $ 25 $ $ 33 Cost recovery mechanism - offset in natural gas revenue:(c)

Purchased gas costs 2 49 51 Total gas purchased for resale change $ 10 $ 74 $ $ 84 Net change in natural gas margins $ (1) $ 4 $ $ 3 (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 gas margins.

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

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

Ameren Corporation allows it to recover or refund, through customer rates, 95% of changes in net energy costs greater or less than the amount set Ameren's electric margins decreased $37 million, or 5%, in in base rates without a traditional rate proceeding, subject to the first quarter of 2016, compared with the first quarter of 2015. MoPSC prudence reviews.

Ameren's natural gas margins increased $3 million, or 2%, in the first quarter of 2016, compared with the first quarter of 2015. Net energy costs, as defined in the FAC, include fuel and Amerens results were primarily driven by the Ameren Missouri purchased power costs, including transportation, net of off-and Ameren Illinois results, as discussed below, as well as ATXIs system sales. As of May 30, 2015, transmission revenues and results of operations. ATXIs transmission services revenues substantially all transmission charges are excluded from net increased $12 million in the first quarter of 2016 compared with energy costs as a result of the April 2015 MoPSC electric rate the first quarter of 2015 because of higher rate base investment order, which unfavorably affected margins as discussed below.

and recoverable costs under forward-looking formula ratemaking. Ameren Missouri accrues as a regulatory asset net energy costs that exceed the amount set in base rates (FAC under-recovery).

Ameren Missouri Net recovery of these costs through customer rates does not affect Ameren Missouris electric margins, as any change in Ameren Missouri has a FAC cost recovery mechanism that revenue is offset by a corresponding change in fuel expense to 40 Page 43 of 71

Enclosure 6 to ULNRC06341 reduce the previously recognized FAC regulatory asset. margins as they are offset by a corresponding amount in revenues.

Ameren Missouri's electric margins decreased $48 million, or 10%, in the first quarter of 2016, compared with the first Ameren Missouris natural gas margins were comparable quarter of 2015. The following items had an unfavorable effect on between periods.

Ameren Missouri's electric margins in the first quarter of 2016, compared with the first quarter of 2015: Ameren Illinois

• Temperatures were milder in 2016 as heating degree-days Ameren Illinois has a cost recovery mechanism for power decreased 22%, which decreased margins by an estimated purchased, and transmission services incurred, on behalf of its

$26 million. The change in margins due to weather is the electric customers. These amounts do not affect Ameren Illinois sum of the effect of weather (estimate) on electric revenues electric margins, as any change in costs is offset by a

(-$37 million) and the effect of weather (estimate) on fuel corresponding amount in revenues.

and purchased power (+$11 million) in the above table.

• Norandas operations were idled in the first quarter of 2016, The provisions of the IEIMA and the FERCs electric which decreased margins by $13 million. The change in transmission formula rate framework provide for annual margins is the sum of Noranda revenues (-$24 million) and reconciliations of the electric delivery and electric transmission Noranda energy costs (+$11 million) in the above table. service revenue requirements necessary to reflect the actual Noranda energy costs include the impact of a provision in costs incurred in a given year with the revenue requirements in the FAC tariff that, under certain circumstances, allows customer rates for that year, including an allowed return on Ameren Missouri to retain a portion of the revenues from equity. See Operations and Maintenance Expenses in this section any off-system sales it makes as a result of reduced tariff for additional information regarding the components of the sales to Noranda. See Note 2 - Rate and Regulatory revenue requirements. In each of those electric jurisdictions, if the Matters under Part I, Item 1, of this report for information current year's revenue requirement is greater than the revenue regarding Noranda. requirement reflected in that years customer rates, an increase

• The absence in 2016 of net shared benefits due to the to electric operating revenues with an offset to a regulatory asset expiration of MEEIA 2013, which decreased margins by $11 is recorded to reflect the expected recovery of those additional million. Net shared benefits compensated Ameren Missouri costs from customers within the next two years. In each for lower sales volumes from energy-efficiency related jurisdiction, if the current year's revenue requirement is less than volume reductions in current and future periods. the revenue requirement reflected in that years customer rates, a

• The exclusion of transmission revenues and substantially all reduction to electric operating revenues with an offset to a transmission charges from the FAC beginning May 30, 2015, regulatory liability is recorded to reflect the expected refund to which decreased margins by $5 million. customers within the next two years. The increases or reductions to electric operating revenues are shown in base rates (estimate)

The following items had a favorable effect on Ameren and transmission services revenues, in the above table, for the Missouri's electric margins in the first quarter of 2016, compared electric delivery and electric transmission service revenues, with the first quarter of 2015: respectively. See Note 2 - Rate and Regulatory Matters under Part I, Item 1, of this report for information regarding Ameren

• Higher electric base rates, effective May 30, 2015, as a Illinois' revenue requirement reconciliation pursuant to the IEIMA.

result of the April 2015 MoPSC electric rate order, which included a rate shift from Noranda to other customers, Ameren Illinois' electric margins were flat in the first quarter increased margins by an estimated $5 million. The change in of 2016, compared with the first quarter of 2015. The following electric base rates is the sum of the change in base rates items had a favorable effect on Ameren Illinois electric margins in (estimate) (+$29 million) and the effect of higher net energy the first quarter of 2016, compared with the first quarter of 2015:

costs included in base rates (-$24 million) in the above table.

• Excluding the estimated effect of weather and reduced sales

• Electric delivery service revenues increased by an estimated to Noranda, total retail sales volumes increased 1%, which $19 million, primarily due to increased rate base investment increased margins by $5 million. The benefits of an and higher recoverable costs under formula ratemaking additional day in 2016 as a result of the leap year, as well as pursuant to the IEIMA.

growth, exceeded the carryover effect of MEEIA 2013.

• Transmission services revenues increased by $7 million,

• Lower net energy costs, primarily due to higher MISO primarily due to increased rate base investment and higher capacity revenues, which increased margins by $3 million. recoverable costs under forward-looking formula The change in net energy costs is the sum of the change in ratemaking.

off-system sales and transmission services revenues (+$14 The following items had an unfavorable effect on Ameren million) and the change in energy costs (-$11 million) in the Illinois electric margins:

above table.

• The absence in 2016 of a January 2015 ICC order regarding Ameren Missouri has a cost recovery mechanism for natural Ameren Illinois cumulative power usage cost and its gas purchased on behalf of its customers. These pass-through purchased power rider mechanism, which increased purchased gas costs do not affect Ameren Missouris natural gas margins by $15 million in the first quarter of 2015.

41 Page 44 of 71

Enclosure 6 to ULNRC06341

• Temperatures were milder as heating degree-days electric rate order. Electric revenues from customer billings decreased 20%, which decreased margins by an estimated increased by a corresponding amount, with no overall effect

$6 million. The change in margins due to weather is the sum on net income.

of the effect of weather (estimate) on electric revenues (-$12

• Refueling and maintenance outage costs at the Callaway million) and the effect of weather (estimate) on fuel and energy center increased by $4 million, primarily due to purchased power (+$6 million) in the above table. preparation costs for the 2016 scheduled outage that began

• Excluding the estimated effect of weather, total retail sales in April. There was no scheduled outage in 2015.

volumes decreased 4%, which decreased margins by an estimated $5 million. Lower retail sales volumes were due to The following items decreased other operations and industrial sales volumes, which decreased 8% and have less maintenance expenses between periods:

of a margin impact than residential and commercial sales volumes, which decreased a combined 2%.

• MEEIA customer energy efficiency program costs decreased by $4 million, due to the expiration of MEEIA Ameren Illinois has a cost recovery mechanism for natural 2013. The MEEIA 2016 customer programs began in March gas purchased on behalf of its customers. These pass-through 2016. Electric revenues from customer billings decreased purchased gas costs do not affect Ameren Illinois natural gas by a corresponding amount, with no overall effect on net margins as they are offset by a corresponding amount in income.

revenues.

• Energy center maintenance costs decreased by $4 million, primarily due to fewer major outages at coal-fired energy Ameren Illinois' natural gas margins increased $4 million, or centers.

3%, in the first quarter of 2016, compared with the first quarter of

• Employee benefit costs decreased by $3 million, primarily 2015. The following items had a favorable effect on Ameren due to a change in pension and postretirement expenses Illinois natural gas margins in the first quarter of 2016, compared allowed in rates, as a result of the April 2015 MoPSC with the first quarter of 2015: electric rate order. Electric revenues from customer billings decreased by a corresponding amount, with no overall

• Higher natural gas base rates in 2016, which increased effect on net income.

margins by an estimated $14 million.

• The implementation of redesigned seasonal rates in 2016, Ameren Illinois which increased margins by $9 million. These redesigned rates have an effect on quarterly earnings comparisons but Pursuant to the provisions of the IEIMAs and the FERCs are not expected to materially affect annual earnings. formula rate frameworks, recoverable electric service costs that are not recovered through separate cost recovery mechanisms Ameren Illinois natural gas margins were unfavorably are included in Ameren Illinois revenue requirement affected by the absence of colder-than-normal winter reconciliations, which result in corresponding adjustments to temperatures, which increased margins by $4 million in the first electric operating revenues, with no overall effect on net income.

quarter of 2015, while the VBA for residential and small These recoverable electric service costs include other operations nonresidential customers eliminated the impact of weather on and maintenance expenses, depreciation and amortization, taxes natural gas margins in the first quarter of 2016. The change in other than income taxes, interest charges, and income taxes.

margins due to weather is the sum of the effect of weather (estimate) on natural gas revenues (-$29 million) and the effect of Other operations and maintenance expenses were $8 weather (estimate) on gas purchased for resale (+$25 million) in million lower in the first quarter of 2016, as compared with the the above table. first quarter of 2015. The following items decreased other operations and maintenance expenses between periods:

Other Operations and Maintenance Expenses

• Bad debt, customer energy efficiency, and environmental Ameren Corporation remediation costs decreased by $16 million. These expenses are included in cost riders that result in lower Other operations and maintenance expenses were electric and natural gas revenues, resulting in no overall comparable in the first quarter of 2016 with the first quarter of effect on net income.

2015. Other operations and maintenance expenses were

• Employee benefit costs decreased by $5 million, primarily comparable at Ameren Missouri, decreased $8 million at Ameren due to lower pension and postretirement expenses caused Illinois, and increased $6 million at nonregistrant subsidiaries. by changes in actuarial assumptions and the performance of plan assets.

Ameren Missouri The following items increased other operations and Other operations and maintenance expenses were maintenance expenses between periods:

comparable in the first quarter of 2016 with the first quarter of 2015. The following items increased other operations and

• Storm-related repair costs increased by $4 million.

maintenance expenses between periods:

• Electric delivery maintenance expenditures increased by $4 million, primarily related to increased system repair, circuit

• Amortization of previously deferred solar rebate costs maintenance, and vegetation management work as a result increased by $7 million, as a result of the April 2015 MoPSC of regulatory compliance requirements.

42 Page 45 of 71

Enclosure 6 to ULNRC06341

• Labor costs increased by $3 million, primarily because of increase at Ameren Missouri was partially offset by a decrease at staff additions to meet enhanced reliability standards and Ameren Illinois, as discussed below. See Note 5 - Other Income customer service goals related to the IEIMA. and Expenses under Part I, Item 1, of this report for additional information.

Depreciation and Amortization Ameren Missouri Ameren Corporation Other income, net of expenses, increased $5 million, Depreciation and amortization expenses increased $14 primarily because of an increase in the allowance for equity funds million in the first quarter of 2016, as compared with the first used during construction, resulting from higher capital quarter of 2015, primarily because of increased expenses at expenditures.

Ameren Missouri and Ameren Illinois, as discussed below.

Ameren Illinois Ameren Missouri Other income, net of expenses, decreased $2 million, Depreciation and amortization expenses increased $9 primarily because of decreased income from customer-requested million, primarily because of increased depreciation rates construction.

resulting from the April 2015 MoPSC electric rate order.

Interest Charges Ameren Illinois Ameren Corporation Depreciation and amortization expenses increased $4 million, primarily because of electric system capital additions. Interest charges increased $7 million in the first quarter of 2016, as compared with the first quarter of 2015, primarily Taxes Other Than Income Taxes because of a $7 million increase in interest charges at Ameren (parent), resulting from the issuance of senior unsecured notes in Ameren Corporation November 2015 and the absence in 2016 of a 2015 uncertain tax position resolution. A reduction in interest charges at Ameren Taxes other than income taxes decreased $11 million in the Missouri was partially offset by an increase in interest charges at first quarter of 2016, as compared with the first quarter of 2015, Ameren Illinois, as discussed below.

primarily because of decreased expenses at Ameren Missouri and Ameren Illinois, as discussed below. See Excise Taxes in Ameren Missouri Note 1 - Summary of Significant Accounting Policies under Part I, Item 1, of this report for additional information. Interest charges decreased $3 million, primarily because of an increase in the allowance for funds used during construction, Ameren Missouri resulting from higher capital expenditures, and the maturity of senior secured notes in February 2016, which was repaid with Taxes other than income taxes decreased $7 million, cash on hand and lower-cost commercial paper.

primarily because of decreased gross receipts taxes resulting from lower electric sales volumes, and an increase in capitalized Ameren Illinois property taxes. Electric revenues for gross receipts taxes from customer billings decreased by a corresponding amount, with no Interest charges increased $2 million, primarily because of overall effect on net income. the issuance of senior secured notes in December 2015.

Ameren Illinois Income Taxes The following table presents effective income tax rates for Taxes other than income taxes decreased $5 million, the three months ended March 31, 2016 and 2015:

primarily because of decreased gross receipts taxes resulting from lower natural gas sales volumes and prices. Natural gas Three Months(a) revenues for gross receipts taxes from customer billings 2016 2015 decreased by a corresponding amount, with no overall effect on Ameren 22% 38%

net income. Ameren Missouri 38% 38%

Ameren Illinois 39% 39%

Other Income and Expenses (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.

Ameren Corporation Other income, net of expenses, increased $5 million in the first quarter of 2016, as compared with the first quarter of 2015, primarily because of a $3 million reduction in donations at Ameren (parent) due to the timing of charitable contributions. An 43 Page 46 of 71

Enclosure 6 to ULNRC06341 Ameren Corporation borrowings, or, in the case of Ameren Missouri and Ameren Illinois, other short-term borrowings from affiliates to support The effective tax rate was lower in the first quarter of 2016, normal operations and temporary capital requirements. We may as compared with the first quarter of 2015, primarily because of reduce our short-term borrowings with cash from operations, the recognition of excess tax benefits associated with share- long-term borrowings, or, in the case of Ameren Missouri and based compensation resulting from the difference between the Ameren Illinois, capital contributions from Ameren (parent). We deduction for tax purposes and the compensation cost expect to make significant capital expenditures over the next five recognized for financial reporting purposes. See Accounting and years as we invest in our electric and natural gas utility Reporting Developments in Note 1 - Summary of Significant infrastructure to support overall system reliability, environmental Accounting Policies under Part I, Item 1, of this report for compliance, and other improvements. We intend to fund those additional information. capital expenditures with available cash on hand, cash generated from operating activities, and commercial paper and debt Ameren Missouri issuances so that we maintain an equity ratio around 50%,

assuming constructive regulatory environments.

The effective tax rate was comparable between periods.

The use of cash from operating activities and short-term Ameren Illinois borrowings to fund capital expenditures and other long-term The effective tax rate was comparable between periods. investments may periodically result in a working capital deficit, defined as current liabilities exceeding current assets, as was the LIQUIDITY AND CAPITAL RESOURCES case at March 31, 2016, for Ameren and Ameren Illinois. The working capital deficit as of March 31, 2016, was primarily the Our tariff-based gross margins are our principal source of result of current maturities of long-term debt and commercial cash from operating activities. A diversified retail customer mix, paper issuances. Considering the credit capacity available under primarily consisting of rate-regulated residential, commercial, and the Credit Agreements and our cash and cash equivalents, the industrial customers, provides us with a reasonably predictable Ameren Companies, in the aggregate, had access to $1.5 billion source of cash. In addition to using cash generated from of liquidity at March 31, 2016.

operating activities, we use available cash, credit agreement borrowings, commercial paper issuances, money pool The following table presents net cash provided by (used in) operating, investing and financing activities for the three months ended March 31, 2016 and 2015:

Net Cash Provided By (Used In) Net Cash Provided by (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 $ 350 $ 311 $ 39 $ (524) $ (439) $ (85) $ (118) $ 128 $ (246)

Ameren(a) - discontinued operations (1) 1 (2) 14 14 Ameren Missouri 169 157 12 (170) (169) (1) (198) 12 (210)

Ameren Illinois 229 254 (25) (269) (207) (62) (31) (48) 17 (a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

Cash Flows from Operating Activities

• A $21 million increase in net energy costs collected from Ameren Corporation Ameren Missouri customers under the FAC.

• A $16 million decrease in the cost of coal inventory at Amerens cash from operating activities associated with Ameren Missouri, as additional coal was purchased in 2015 continuing operations increased $39 million in the first quarter of to compensate for delivery disruptions experienced in 2014.

2016, compared with the same period in 2015. The following

• An $8 million increase in cash associated with the recovery items contributed to the increase: of Ameren Illinois' IEIMA revenue requirement reconciliation adjustments. The 2014 revenue requirement reconciliation

• A $57 million increase resulting from electric and natural gas adjustment, which is being recovered from customers in margins, as discussed in Results of Operations, excluding 2016, was greater than the 2013 revenue requirement certain noncash items, as well as the change in customer reconciliation adjustment, which was recovered from receivable balances. customers in 2015.

• A $42 million insurance receipt at Ameren Missouri related to

• Income tax refunds of $3 million in 2016, compared with the Taum Sauk breach. See Note 15 - Commitments and income tax payments of $1 million in 2015. In 2016, Ameren Contingencies under Part II, Item 8, in the Form 10-K for continued to generate net operating losses due to bonus additional information. depreciation, resulting in no current federal income tax liability.

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Enclosure 6 to ULNRC06341 The following items partially offset the increase in Ameren's Ameren Illinois cash from operating activities associated with continuing operations between periods: Ameren Illinois cash from operating activities decreased $25 million in the first quarter of 2016, compared with the same period

• A $42 million increase in the cost of natural gas held in in 2015. The following items contributed to the decrease:

storage caused primarily by fewer withdrawals as a result of milder winter temperatures compared with the prior year.

• A $35 million increase in the cost of natural gas held in

• A $36 million increase in payments to purchase stock storage caused primarily by fewer withdrawals as a result of associated with share-based compensation plan awards. milder winter temperatures compared with the prior year.

• A $15 million increase in purchased power commodity costs

• A $22 million increase in income taxes paid to Ameren incurred compared with amounts collected from Ameren (parent) pursuant to the tax allocation agreement, primarily Illinois customers. related to the absence in 2016 of audit settlement refunds

• An $8 million increase in interest payments, primarily due to received in 2015.

the issuance of senior unsecured notes at Ameren (parent)

• A $15 million increase in purchased power commodity costs in November 2015 and the issuance of senior secured notes incurred compared with amounts collected from customers.

at Ameren Illinois in December 2015.

• A $6 million increase in major storm restoration costs.

• A $6 million increase in major storm restoration costs at

• A $5 million increase in interest payments, primarily due to Ameren Illinois. the issuance of senior secured notes in December 2015.

• A $5 million increase in property tax payments at Ameren The following items partially offset the decrease in Ameren Missouri caused by higher assessed property tax values.

Illinois cash from operating activities between periods:

Amerens cash from operating activities associated with discontinued operations was comparable between periods.

• A $53 million increase resulting from electric and natural gas margins, as discussed in Results of Operations, excluding Ameren Missouri certain noncash items, as well as the change in customer receivable balances.

Ameren Missouris cash from operating activities increased

• An $8 million increase in cash associated with the recovery

$12 million in the first quarter of 2016, compared with the same of IEIMA revenue requirement reconciliation adjustments.

period in 2015. The following items contributed to the increase: The 2014 revenue requirement reconciliation adjustment, which is being recovered from customers in 2016, was

• A $42 million insurance receipt related to the Taum Sauk greater than the 2013 revenue requirement reconciliation breach. See Note 15 - Commitments and Contingencies adjustment, which was recovered from customers in 2015.

under Part II, Item 8, in the Form 10-K for additional information. Cash Flows from Investing Activities

• A $21 million increase in net energy costs collected from customers under the FAC. Amerens cash used in investing activities associated with

• A $16 million decrease in the cost of coal inventory, as continuing operations increased $85 million in the first quarter of additional coal was purchased in 2015 to compensate for 2016, compared with the same period in 2015. Capital delivery disruptions experienced in 2014. expenditures increased $79 million as a result of the activity at Ameren Missouri and Ameren Illinois, as discussed below, and a The following items partially offset the increase in Ameren $7 million increase in ATXIs capital expenditures, which primarily Missouris cash from operating activities between periods: related to the Spoon River project.

• A $52 million increase in income taxes paid to Ameren Cash provided by investing activities associated with (parent) pursuant to the tax allocation agreement, primarily discontinued operations was $14 million in the first quarter of related to the absence in 2016 of audit settlement refunds 2016, due to the receipt of the amount held in escrow from the received in 2015. sale to Rockland Capital. In April 2016, Medina Valley paid

• A $7 million increase in the cost of natural gas held in Genco its portion of the escrow amount. In the first quarter of storage caused primarily by fewer withdrawals as a result of 2015, no cash was used or provided by discontinued operations.

milder winter temperatures compared with the prior year.

• A $5 million increase in property tax payments caused by Ameren Missouris cash used in investing activities was higher assessed property tax values. comparable to 2015, as a return of a $36 million money pool advance in 2016 was offset by increased capital expenditures in 2016 of $33 million primarily related to electric distribution system reliability and energy center projects.

Ameren Illinois cash used in investing activities increased

$62 million due to a $37 million increase in capital expenditures primarily related to transmission projects, and a $25 million increase in money pool advances.

45 Page 48 of 71

Enclosure 6 to ULNRC06341 Ameren Missouri continually reviews its generation portfolio first quarter of 2015, Ameren and its registrant subsidiaries and expected power needs. As a result, Ameren Missouri could issued short-term debt and used cash provided by operating modify its plan for generation capacity, the type of generation activities to fund investing activities and pay dividends.

asset technology that will be employed, and whether capacity or power may be purchased, among other changes. Additionally, we Ameren Missouris financing activities used net cash of $198 continually review the reliability of our transmission and million during the first quarter of 2016, compared to providing net distribution systems, expected capacity needs, and opportunities cash of $12 million during the same period in 2015. In the first for transmission investments. The timing and amount of quarter of 2016, Ameren Missouri paid common stock dividends investments could vary because of changes in expected capacity, of $140 million, issued $165 million of short-term debt, repaid at the condition of transmission and distribution systems, changes maturity $260 million in long term-debt, and received a capital in laws or regulations, and our ability and willingness to pursue contribution of $38 million. During the first quarter of 2016, transmission investments, among other factors. Any changes in Ameren Missouri used cash provided by operating activities future generation, transmission, or distribution needs could result along with cash on hand to fund investing activities and pay in significant capital expenditures or impairment losses, which dividends. In 2015, Ameren Missouri issued $43 million of short-could be material. Compliance with environmental regulations term debt, borrowed $61 million from the money pool, paid could also have significant impacts on the level of capital common stock dividends of $315 million, and received a capital expenditures. See Note 9 - Commitments and Contingencies in contribution of $224 million. During the first quarter of 2015, Part I, Item 1, of this report for additional information. Ameren Missouri used cash provided by these financing activities and cash provided by operating activities to fund investing Cash Flows from Financing Activities activities and pay dividends.

Amerens financing activities associated with continuing Ameren Illinois cash used in financing activities decreased operations used net cash of $118 million during the first quarter of $17 million during the first quarter of 2016, compared with the 2016, compared to providing net cash of $128 million during the same period in 2015. In the first quarter of 2016, Ameren Illinois same period in 2015. The cash used in financing activities during paid common stock dividends of $30 million. In the first quarter of 2016 primarily resulted from the payment at maturity of certain 2015, Ameren Illinois repaid $32 million of short-term debt and Ameren Missouri long-term debt, the payment of common stock $15 million to the money pool. During the first quarter of 2016, dividends, and the remittance of employee payroll taxes related Ameren Illinois used cash provided by operating activities along to share-based payments. The cash used in financing activities in with cash on hand to fund investing activities and pay dividends.

2016 was partially offset by an increase in short-term debt. In the During the first quarter of 2015, Ameren Illinois used cash first quarter of 2016, Ameren and its registrant subsidiaries provided by operating activities to fund investing and financing issued short term debt, used cash on hand, and cash provided by activities.

operating activities to repay at maturity long-term debt, fund investing activities, and pay dividends. In comparison, during the Credit Facility Borrowings and Liquidity The liquidity needs of Ameren, Ameren Missouri, and Ameren Illinois are typically supported through the use of available cash, short-term intercompany borrowings, drawings under committed credit agreements or commercial paper issuances. See Note 3 - Short-term Debt and Liquidity under Part I, Item 1, of this report for additional information on credit agreements, short-term borrowing activity, commercial paper issuances, relevant interest rates, and borrowings under Amerens money pool arrangements.

The following table presents Amerens consolidated liquidity as of March 31, 2016:

Available at March 31, 2016 Ameren and Ameren Missouri:

Missouri Credit Agreement - borrowing capacity (a) $ 1,000 Less: Ameren (parent) commercial paper outstanding 408 Missouri Credit Agreement - credit available 592 Ameren and Ameren Illinois:

Illinois Credit Agreement - borrowing capacity (a) 1,100 Less: Ameren (parent) commercial paper outstanding 173 Less: Letters of credit 4 Illinois Credit Agreement - credit available 923 Total Credit Available $ 1,515 Cash and cash equivalents 13 Total Liquidity $ 1,528 (a) Expires in December 2019.

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Enclosure 6 to ULNRC06341 The Credit Agreements are used to borrow cash, to issue - Long-term Debt and Equity Financings under Part II, Item 8, of letters of credit, and to support issuances under Amerens, the Form 10-K for a discussion of covenants and provisions (and Ameren Missouris, and Ameren Illinois commercial paper applicable cross-default provisions) contained in our credit programs. Either of the Credit Agreements are available to agreements and in certain of the Ameren Companies indentures Ameren to support issuances under Amerens commercial paper and articles of incorporation.

program, subject to borrowing sublimits. The Missouri Credit Agreement is available to support issuances under Ameren At March 31, 2016, the Ameren Companies were in Missouris commercial paper program. The Illinois Credit compliance with the provisions and covenants contained within Agreement is available to support issuances under Ameren their credit agreements, indentures, and articles of incorporation.

Illinois commercial paper program. Issuances under the Ameren, Ameren Missouri, and Ameren Illinois commercial paper We consider access to short-term and long-term capital programs were available at lower interest rates than the interest markets a significant source of funding for capital requirements rates available under the Credit Agreements. As such, not satisfied by cash generated from our operating activities.

commercial paper issuances were a preferred source of third- Inability to raise capital on reasonable terms, particularly during party short-term debt relative to credit facility borrowings. times of uncertainty in the capital markets, could negatively affect our ability to maintain and expand our businesses. After In addition, Ameren Missouri and Ameren Illinois may borrow assessing its current operating performance, liquidity, and credit cash from the utility money pool when funds are available. The ratings (see Credit Ratings below), Ameren, Ameren Missouri, rate of interest depends on the composition of internal and and Ameren Illinois each believes that it will continue to have external funds in the utility money pool. Ameren Missouri and access to the capital markets. However, events beyond Ameren Illinois borrow from the utility money pool when funds are Amerens, Ameren Missouris, and Ameren Illinois control may available before utilizing the Credit Agreements and commercial create uncertainty in the capital markets or make access to the paper programs because the utility money pool interest rates are capital markets uncertain or limited. Such events could increase lower. our cost of capital and adversely affect our ability to access the capital markets.

The issuance of short-term debt securities by Amerens utility subsidiaries is subject to approval by the FERC under the Dividends Federal Power Act. In February 2016, the FERC issued an order The amount and timing of dividends payable on Amerens authorizing Ameren Missouri to issue up to $1 billion of short-term common stock are within the sole discretion of Amerens board of debt securities thorough March 2018.

directors. Amerens board of directors has not set specific targets The Ameren Companies continually evaluate the adequacy or payout parameters when declaring common stock dividends and appropriateness of their liquidity arrangements given but considers various factors, including Amerens overall payout changing business conditions. When business conditions ratio, payout ratios of our peers, projected cash flow and potential warrant, changes may be made to existing credit agreements or future cash flow requirements, historical earnings and cash flow, to other short-term borrowing arrangements. projected earnings, impacts of regulatory orders or legislation, and other key business considerations. Ameren expects its Long-term Debt and Equity dividend payout ratio to be between 55% and 70% of earnings over the next few years. On April 29, 2016, Amerens board of In February 2016, $260 million principal amount of Ameren directors declared a quarterly common stock dividend of 42.5 Missouri's 5.40% senior secured notes matured and was repaid cents per share payable on June 30, 2016, to shareholders of with cash on hand and commercial paper borrowings. record on June 8, 2016.

The Ameren Companies did not issue any common stock See Note 4 - Short-term Debt and Liquidity and Note 5 -

during the first quarter of 2016 or 2015. In March 2016 and 2015, Long-term Debt and Equity Financings under Part II, Item 8, of Ameren Missouri received cash capital contributions of $38 the Form 10-K for additional discussion of covenants and million and $224 million, respectively, from Ameren (parent). provisions contained in certain of the Ameren Companies financial agreements and articles of incorporation that would The Ameren Companies may sell securities registered under restrict the Ameren Companies payment of dividends in certain their effective registration statements if market conditions and circumstances. At March 31, 2016, none of these circumstances capital requirements warrant such sales. Any offer and sale will existed at Ameren, Ameren Missouri, or Ameren Illinois and, as a be made only by means of a prospectus that meets the result, these companies were not restricted from paying requirements of the Securities Act of 1933 and the rules and dividends.

regulations thereunder.

Indebtedness Provisions and Other Covenants See Note 3 - Short-term Debt and Liquidity and Note 4 -

Long-term Debt and Equity Financings under Part I, Item 1, of this report and Note 4 - Short-term Debt and Liquidity and Note 5 47 Page 50 of 71

Enclosure 6 to ULNRC06341 The following table presents common stock dividends The following table presents the principal credit ratings of declared and paid by Ameren Corporation to its common the Ameren Companies by Moodys and S&P effective on the shareholders and by Ameren Missouri and Ameren Illinois to their date of this report:

parent, Ameren Corporation, for the three months ended March 31, 2016 and 2015: Moodys S&P Ameren:

Three Months Issuer/corporate credit rating Baa1 BBB+

2016 2015 Senior unsecured debt Baa1 BBB Ameren Missouri $ 140 $ 315 Commercial paper P-2 A-2 Ameren Illinois 30 Ameren Missouri:

Ameren 103 99 Issuer/corporate credit rating Baa1 BBB+

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

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

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

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

expected minimum funding levels for our pension plan. Commercial paper P-2 A-2 At March 31, 2016, total obligations related to commitments A credit rating is not a recommendation to buy, sell, or hold for coal, natural gas, nuclear fuel, purchased power, methane securities. It should be evaluated independently of any other gas, equipment, and meter reading services, among other rating. Ratings are subject to revision or withdrawal at any time agreements, at Ameren, Ameren Missouri, and Ameren Illinois by the rating organization.

were $4,566 million, $2,786 million, and $1,729 million, respectively. Collateral Postings Off-Balance-Sheet Arrangements Any adverse change in our credit ratings may reduce access to capital and trigger additional collateral postings and At March 31, 2016, none of the Ameren Companies had off- prepayments. Such changes may also increase the cost of balance-sheet financing arrangements, other than operating borrowing, resulting in an adverse effect on earnings. Cash leases entered into in the ordinary course of business, letters of collateral postings and prepayments made with external parties, credit, and Ameren parent guarantee arrangements on behalf of including postings related to exchange-traded contracts, and its subsidiaries. None of the Ameren Companies expect to cash collateral posted by external parties were immaterial at engage in any significant off-balance-sheet financing Ameren, Ameren Missouri, and Ameren Illinois at March 31, arrangements in the near future. 2016. Sub-investment-grade issuer or senior unsecured debt rating (lower than BBB- or Baa3) at March 31, 2016, could Credit Ratings have resulted in Ameren, Ameren Missouri, or Ameren Illinois The credit ratings of the Ameren Companies affect our being required to post additional collateral or other assurances liquidity, access to the capital markets and credit markets, cost of for certain trade obligations amounting to $147 million, $76 borrowing under credit facilities, commercial paper programs, and million, and $71 million, respectively.

collateral posting requirements under commodity contracts.

Changes in commodity prices could trigger additional collateral postings and prepayments. Based on credit ratings at March 31, 2016, if market prices were 15% higher or lower than March 31, 2016 levels in the next 12 months and 20% higher or lower thereafter through the end of the term of the commodity contracts, then Ameren, Ameren Missouri, or Ameren Illinois would only be required to post collateral or other assurances for certain trade obligations that would be immaterial compared to each companys liquidity.

48 Page 51 of 71

Enclosure 6 to ULNRC06341 OUTLOOK transmission business would be $241 million, which represents a $42 million increase over the 2015 revenue We seek to earn competitive returns on investments in our requirement due to rate base growth. These rates reflect a businesses. We are seeking to improve our regulatory capital structure composed of 51.9% common equity and a frameworks and cost recovery mechanisms and simultaneously projected rate base of $1.2 billion. With the rates that pursuing constructive regulatory outcomes within existing became effective on January 1, 2016, and the currently frameworks. We are seeking to align our overall spending, both allowed 12.38% return on equity, the 2016 revenue operating and capital, with economic conditions and with requirement for ATXIs electric transmission business would regulatory frameworks established by our regulators. be $140 million, which represents a $60 million increase Consequently, we are focused on minimizing the gap between over the 2015 revenue requirement due to rate base growth, allowed and earned returns on equity. We intend to allocate primarily as a result of the Illinois Rivers project. These rates capital resources to our business opportunities that offer the most reflect a capital structure composed of 56.1% common attractive risk-adjusted return potential. equity and a projected rate base of $0.9 billion.

• The 12.38% return on common equity is the subject of two Below are some key trends, events, and uncertainties that FERC complaint proceedings, the November 2013 are reasonably likely to affect our results of operations, financial complaint case and the February 2015 complaint case, that condition, or liquidity, as well as our ability to achieve strategic challenge the allowed base return on common equity for and financial objectives, for 2016 and beyond. MISO transmission owners. In December 2015, a FERC administrative law judge issued an initial decision in the Operations November 2013 complaint case that would lower the

• Our strategy for earning competitive returns on our allowed base return on common equity to 10.32%. The investments involves meeting customer energy needs in an FERC is expected to issue a final order on the November efficient fashion, working to enhance regulatory frameworks, 2013 complaint case by the fourth quarter of 2016. The making timely and well-supported rate case filings, and initial decision from an administrative law judge in the aligning overall spending with those rate case outcomes, February 2015 complaint case, which will subsequently economic conditions, and return opportunities. require FERC approval, is expected to be issued in the

• Ameren continues to pursue its plans to invest in FERC- second quarter of 2016. A 50 basis point reduction in the regulated electric transmission. MISO has approved three FERC-allowed base return on common equity would reduce electric transmission projects to be developed by ATXI. The Ameren's and Ameren Illinois' annual earnings by an first project, Illinois Rivers, involves the construction of a estimated $6 million and $3 million, respectively, based on transmission line from western Indiana across the state of each companys 2016 projected rate base. Ameren and Illinois to eastern Missouri. The last section of this project is Ameren Illinois recorded current regulatory liabilities on their expected to be completed by 2019. The Spoon River project respective March 31, 2016 balance sheets, representing in northwest Illinois and the Mark Twain project in northeast their estimate of the potential refunds from November 2013 Missouri are the other two MISO-approved projects to be through March 2016.

constructed by ATXI. These two projects are expected to be

• In January 2015, a FERC-approved incentive adder of up to completed in 2018. The Illinois Rivers and the Spoon River 50 basis points on the allowed base return on common projects have received all of the necessary commission equity for our participation in an RTO became effective.

approvals to authorize their construction. In April 2016, the Upon the issuance of the final order addressing the MoPSC granted ATXI a certificate of convenience and November 2013 complaint case, beginning with its January necessity for the Mark Twain project. Starting construction 2015 effective date, the incentive adder will reduce any under the certificate is subject to ATXI obtaining assents refund to customers relating to a reduction of the base from the five counties where the line will be constructed. return on common equity.

Extended difficulties in obtaining the assents could delay the

• In April 2015, the MoPSC issued an order approving an completion date. The total investment in all three projects is increase in Ameren Missouris annual revenues for electric expected to be more than $1.0 billion from 2016 through service. The order also approved Ameren Missouris request 2019. This total includes over $60 million of investment by for continued use of the FAC; however, it changed the FAC Ameren Illinois to construct connections to its existing to exclude all transmission revenues and substantially all transmission system. In addition to its investment in the transmission charges. This change to Ameren Missouris MISO-approved projects, Ameren Illinois expects to invest FAC is contributing to regulatory lag. For example, the April

$1.9 billion in electric transmission assets from 2016 through 2015 MoPSC electric rate order included $29 million of 2020 to address load growth and reliability requirements. transmission charges in base rates that were previously

• Both Ameren Illinois and ATXI use a forward-looking rate included in the FAC. Ameren Missouri expects transmission calculation with an annual revenue requirement charges to increase to $53 million in 2016, with further cost reconciliation for each companys electric transmission increases expected in the foreseeable future. However, business. With the rates that became effective on January 1, transmission revenues included in base rates in the April 2016, and the currently allowed 12.38% return on equity, the 2015 MoPSC electric rate order totaled $34 million and are 2016 revenue requirement for Ameren Illinois electric expected to remain relatively constant in 2016 and into the near future.

49 Page 52 of 71

Enclosure 6 to ULNRC06341

• Ameren Missouri supplies electricity to Norandas aluminum incentive is also expected in 2016. Ameren Missouri has not smelter located in southeast Missouri. In its April 2015 recorded any revenues associated with the MEEIA 2013 electric rate order, the MoPSC approved a rate design that performance incentive. Ameren Missouri believes it will established $78 million in annual revenues, net of fuel and ultimately be found to have exceeded 100% of the customer purchased power costs, as Norandas portion of Ameren energy efficiency goals, and it therefore expects to Missouris revenue requirement. The portion of Ameren recognize revenues relating to the MEEIA 2013 performance Missouris annual revenue requirement reflected in incentive of at least $19 million in 2016.

Norandas electric rate is based on the smelter using

• The throughput disincentive recovery under MEEIA 2016 approximately 4.2 million megawatthours annually, which is replaced the net shared benefits that were collected under almost 100% of its operating capacity. In the first quarter of MEEIA 2013. Net shared benefits compensated Ameren 2016, Noranda idled production at its aluminum smelter. In Missouri for the current year and longer-term financial addition, Noranda filed voluntary petitions for a court- impacts of customer energy efficiency programs in each supervised restructuring process under Chapter 11 of the year of the program from 2013 through 2015. The United States Bankruptcy Code. Noranda stated it would throughput disincentive included in MEEIA 2016, on the maintain the flexibility to restart operations at the smelter other hand, is designed to be earnings neutral each year by should conditions allow. As a result of these events in 2016, compensating Ameren Missouri for the lost sales volumes actual sales volumes to Noranda will be significantly below from its customer energy efficiency programs that occur in the sales volumes reflected in rates, and therefore, Ameren that year, and does not compensate for the longer-term Missouri will not fully recover its revenue requirement until financial impacts of these programs until sales volumes are rates are adjusted by the MoPSC in a future electric rate lost in a future year. The unfavorable effects of sales volume case to reflect Norandas actual sales volumes. Ameren reductions in 2016 from the MEEIA 2013 energy efficiency Missouri estimates a $38 million reduction in 2016 earnings, programs were previously recognized during 2013 through compared to 2015, relating to the significantly lower 2015 as net shared benefits, and therefore, any such lost expected electric sales volumes to Noranda after sales volumes have impacted and will continue to negatively consideration of the FAC-tariff provision that allows Ameren impact 2016 earnings.

Missouri to retain a portion of its off-system sales. Ameren

• The IEIMA provides for an annual reconciliation of the Missouri expects to file an electric rate case in 2016 to revenue requirement necessary to reflect the actual costs reflect additional infrastructure investments and rising costs, incurred in a given year with the revenue requirement that including depreciation, transmission service, and property was reflected in customer rates for that year. Consequently, tax expenses, and expects the resulting new rates to reflect Ameren Illinois' 2016 electric delivery service revenues will Noranda's actual sales volumes, which would prospectively be based on its 2016 actual recoverable costs, rate base, eliminate the impact of the current revenue shortfall from and return on common equity as calculated under the Noranda sales levels. Rate case proceedings take place IEIMA's performance-based formula ratemaking framework.

over a period of up to 11 months from the date of filing. The 2016 revenue requirement is expected to be higher Ameren Missouri will continue to monitor Norandas sales than the 2015 revenue requirement because of an expected volumes and to evaluate its regulatory and legislative increase in recoverable costs and rate base growth. A 50 options that might mitigate adverse financial impacts. The basis point change in the average monthly yields of the 30-reduction in Norandas sales volumes have adversely year United States Treasury bonds would result in an affected and will continue to adversely affect Amerens and estimated $6 million change in Ameren's and Ameren Illinois' Ameren Missouris results of operations, financial condition, net income, based on its 2016 projected rate base.

and liquidity until customer rates are adjusted in a future rate

• In December 2015, the ICC issued an order with respect to case. Ameren Illinois annual update filing. The ICC approved a

• The MEEIA 2013 performance incentive allowed Ameren $106 million increase in Ameren Illinois electric delivery Missouri an opportunity to earn additional revenues by service revenue requirement beginning in January 2016.

achieving certain customer energy efficiency goals, These rates have affected and will continue to affect Ameren including $19 million if 100% of the goals were achieved Illinois' cash receipts during 2016, but will not be the sole during the three-year period, with the potential to earn a determinant of its electric delivery service operating larger performance incentive if Ameren Missouris energy revenues, which will instead be largely determined by the savings exceeded those goals. In November 2015, the IEIMA's 2016 revenue requirement reconciliation. The 2016 MoPSC issued an order that clarified how an input used in revenue requirement reconciliation, as discussed above, is the calculation of the performance incentive would be expected to result in a regulatory asset that will be collected determined. Ameren Missouri filed an appeal of the order from customers in 2018.

with the Missouri Court of Appeals, Western District. If the

• In April 2016, Ameren Illinois filed with the ICC its annual Missouri Court of Appeals upholds the MoPSC order, the electric delivery service formula rate update to establish the MEEIA 2013 performance incentive will be significantly less revenue requirement used for 2017 rates. Pending ICC than the performance incentive calculated using Ameren approval, Ameren Illinois update filing will result in a $14 Missouris interpretation. A decision from the Missouri Court million decrease in Ameren Illinois electric delivery service of Appeals is expected in 2016. Separately, an order from revenue requirement, beginning in January 2017. This the MoPSC determining the MEEIA 2013 performance update reflects an increase to the annual formula rate based 50 Page 53 of 71

Enclosure 6 to ULNRC06341 on 2015 actual costs and expected net plant additions for Liquidity and Capital Resources 2016, an increase to include the 2015 revenue requirement reconciliation adjustment, and a decrease for the conclusion

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

• Ameren Missouri's Callaway energy centers scheduled

• Environmental regulations, including those related to CO2 refueling and maintenance outage began on April 2, 2016, emissions, or other actions taken by the EPA could result in and is expected to conclude in May. Ameren Missouri significant increases in capital expenditures and operating expects to incur approximately $37 million of maintenance costs. These costs could be prohibitive at some of Ameren expenses in 2016 related to this outage. There was no Missouri's coal-fired energy centers. Ameren Missouri's refueling outage scheduled in 2015. During a scheduled capital expenditures are subject to MoPSC prudence outage, which occurs every 18 months, maintenance reviews, which could result in cost disallowances as well as expenses increase relative to non-outage years. regulatory lag. The cost of Ameren Illinois purchased power Additionally, depending on the availability of its other and gas purchased for resale could increase. However, generation sources and the market prices for power, Ameren Ameren Illinois expects these costs would be recovered Missouri's purchased power costs may increase and the from customers with no material adverse effect on its results amount of excess power available for sale may decrease of operations, financial position, or liquidity. Ameren's and versus non-outage years. Changes in purchased power Ameren Missouri's earnings could benefit from increased costs and excess power available for sale are included in investment to comply with environmental regulations if those the FAC, which results in limited impacts to earnings. investments are reflected and recovered on a timely basis in

• As we continue to experience cost increases and to make rates charged to customers.

infrastructure investments, Ameren Missouri and Ameren

• Ameren is evaluating the Clean Power Plan's potential Illinois expect to seek regular electric and natural gas rate impacts to its operations, including those related to electric increases and timely cost recovery and tracking system reliability, and its level of investment in customer mechanisms from their regulators. Ameren Missouri and energy efficiency programs, renewable energy, and other Ameren Illinois will also seek, as necessary, legislative forms of generation investment. In February 2016, the solutions to address regulatory lag and to support United States Supreme Court stayed the Clean Power Plan investment in their utility infrastructure for the benefit of their and all implementation requirements until the legal appeals customers, including Ameren Missouri's current efforts to are concluded. Appeals are expected to take several years advocate for a legislative solution to support Noranda's to conclude. If the rule is ultimately upheld and implemented operations and modernize the states regulatory framework. in substantially similar form to the rule when issued, Ameren Ameren Missouri and Ameren Illinois continue to face cost Missouri expects to incur increased net fuel and operating recovery pressures including limited economic growth in costs, and make new or accelerated capital expenditures, in their service territories, customer conservation efforts, the addition to the costs of making modifications to existing impacts of additional customer energy efficiency programs, operations in order to achieve compliance. Compliance increased customer use of innovative and increasingly cost- measures could result in the closure or alteration of the effective technological advances including distributed operation of some of Ameren Missouris coal and natural-generation and storage, increased investments and gas-fired energy centers, which could result in increased expected future investments for environmental compliance, operating costs.

system reliability improvements, and new generation

• Ameren Missouri files a nonbinding integrated resource plan capacity, including renewable energy requirements. with the MoPSC every three years. Ameren Missouris Increased investments also result in higher depreciation and integrated resource plan filed with the MoPSC in October financing costs. Increased costs are also expected from 2014, prior to the issuance of the Clean Power Plan, was a rising employee benefit costs and higher property and 20-year plan that supported a more fuel-diverse energy income taxes, among other costs. portfolio in Missouri, including coal, solar, wind, natural gas, and nuclear power. The plan involves expanding renewable For additional information regarding recent rate orders and generation, retiring coal-fired generation as energy centers related appeals and pending requests filed with state and federal reach the end of their useful lives, continuation and regulatory commissions, see Note 2 - Rate and Regulatory expansion of the then-existing energy efficiency programs, Matters under Part I, Item 1, of this report and Note 2 - Rate and and adding natural gas-fired combined cycle generation.

Regulatory Matters under Part II, Item 8, of the Form 10-K.

• The Ameren Companies have multiyear credit agreements that cumulatively provide $2.1 billion of credit through December 2019, subject to a 364-day repayment term in the case of Ameren Missouri and Ameren Illinois. See Note 3 -

51 Page 54 of 71

Enclosure 6 to ULNRC06341 Short-term Debt and Liquidity under Part I, Item 1, of this ordinary course of business, we evaluate strategies to enhance report for additional information regarding the Credit our results of operations, financial position, or liquidity. These Agreements. Ameren, Ameren Missouri, and Ameren Illinois strategies may include acquisitions, divestitures, and believe that their liquidity is adequate given their expected opportunities to reduce costs or increase revenues, and other operating cash flows, capital expenditures, and related strategic initiatives to increase Ameren's shareholder value. We financing plans. However, there can be no assurance that are unable to predict which, if any, of these initiatives will be significant changes in economic conditions, disruptions in executed. The execution of these initiatives may have a material the capital and credit markets, or other unforeseen events impact on our future results of operations, financial position, or will not materially affect their ability to execute their liquidity.

expected operating, capital, or financing plans.

REGULATORY MATTERS

• In December 2015, a federal tax law was enacted that authorized the continued use of bonus depreciation that See Note 2 - Rate and Regulatory Matters under Part I, Item allows for an acceleration of deductions for tax purposes at 1, of this report.

a rate of 50% for 2015, 2016, and 2017. The rate will be reduced to 40% in 2018 and then to 30% in 2019. Bonus ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES depreciation will be phased out in 2020 unless a new law is ABOUT MARKET RISK.

enacted. Bonus depreciation is expected to increase cash flow through at least 2020. Ameren expects to use this Market risk is the risk of changes in value of a physical asset incremental cash flow to make capital investments in utility or a financial instrument, derivative or nonderivative, caused by infrastructure for the benefit of its customers. Without these fluctuations in market variables such as interest rates, commodity investments, bonus depreciation would reduce rate base, prices, and equity security prices. A derivative is a contract whose which reduces our revenue requirements and future value is dependent on, or derived from, the value of some earnings growth. The impact of bonus depreciation on underlying asset or index. The following discussion of our risk Ameren Missouri, Ameren Illinois, and ATXI will vary based management activities includes forward-looking statements that on investment levels at each company. involve risks and uncertainties. Actual results could differ

• As of March 31, 2016, Ameren had $557 million in tax materially from those projected in the forward-looking statements.

benefits from federal and state net operating loss We handle market risk in accordance with established policies, carryforwards (Ameren Missouri - $74 million and Ameren which may include entering into various derivative transactions.

Illinois - $142 million) and $137 million in federal and state In the normal course of business, we also face risks that are income tax credit carryforwards (Ameren Missouri - $27 either nonfinancial or nonquantifiable. Such risks, principally million and Ameren Illinois - $2 million). In addition, Ameren business, legal, and operational risks, are not part of the following has $37 million of expected state income tax refunds and discussion.

state overpayments. Consistent with the tax allocation agreement between Ameren and its subsidiaries, these Our risk management objectives are to optimize our physical carryforwards are expected to partially offset income tax generating assets and to pursue market opportunities within liabilities for Ameren Missouri until 2019 and Ameren Illinois prudent risk parameters. Our risk management policies are set by until 2021. Ameren does not expect to make material federal a risk management steering committee, which is composed of income tax payments until 2021. These tax benefits, senior-level Ameren officers, with Ameren board of directors primarily at the Ameren (parent) level, when realized, would oversight.

be available to fund ATXI transmission investments.

• Ameren expects its cash used for capital expenditures and There have been no material changes to the quantitative dividends to exceed cash provided by operating activities and qualitative disclosures about interest rate risk, credit risk, over the next several years. Ameren expects to use debt to equity price risk, commodity price risk, and commodity supplier fund such cash shortfalls; it does not currently expect to risk included in the Form 10-K. Regarding commodity supplier issue equity over the next several years. risk, in April 2016, Ameren Missouris primary supplier of ultra-low

• The use of cash from operating activities and short-term sulfur coal announced that it had filed a voluntary petition for borrowings to fund capital expenditures and other long-term restructuring under Chapter 11 of the United States Bankruptcy investments may periodically result in a working capital Code. At this time, Ameren and Ameren Missouri believe the deficit, defined by current liabilities exceeding current restructuring proceeding will not affect the suppliers performance assets, as was the case at March 31, 2016, for Ameren and under the terms of its existing contracts with Ameren Missouri, Ameren Illinois. The working capital deficit as of March 31, and therefore do not expect any material impact to Ameren 2016, was primarily the result of current maturities of long- Missouris operations as a result of this restructuring proceeding.

term debt and commercial paper issuances. With the credit See Item 7A under Part II of the Form 10-K for a more detailed capacity available under the Credit Agreements and our discussion of our market risk.

cash and cash equivalents, the Ameren Companies had access to $1.5 billion of liquidity, at March 31, 2016.

The above items could have a material impact on our results of operations, financial position, or liquidity. Additionally, in the 52 Page 55 of 71

Enclosure 6 to ULNRC06341 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 months ended March 31, 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.

Ameren Ameren Missouri Illinois Ameren Fair value of contracts at beginning of year, net $ (27) $ (219) $ (246)

Contracts realized or otherwise settled during the period (1) 11 10 Other changes in fair value (9) (29) (38)

Fair value of contracts outstanding at end of period, net $ (37) $ (237) $ (274)

The following table presents maturities of derivative contracts as of March 31, 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 $ (20) $ (6) $ $ $ (26)

Level 2(a) (5) (6) (2) (13)

Level 3(b) 3 (1) 2 Total $ (22) $ (13) $ (2) $ $ (37)

Ameren Illinois:

Level 1 $ $ $ $ $

Level 2(a) (36) (13) (49)

Level 3(b) (15) (28) (27) (118) (188)

Total $ (51) $ (41) $ (27) $ (118) $ (237)

Ameren:

Level 1 $ (20) $ (6) $ $ $ (26)

Level 2(a) (41) (19) (2) (62)

Level 3(b) (12) (29) (27) (118) (186)

Total $ (73) $ (54) $ (29) $ (118) $ (274)

(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 March 31, 2016, evaluations were performed under the supervision and with the participation of management, including the principal executive officer and principal financial officer of each of the Ameren Companies, of the effectiveness of the design and operation of such registrants disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on those evaluations, as of March 31, 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 53 Page 56 of 71

Enclosure 6 to ULNRC06341 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 Missouri's appeal to the Missouri Court of Appeals, Western District, regarding the calculation of the MEEIA 2013 performance incentive;

• Ameren Illinois annual electric delivery service formula rate update filed with the ICC in April 2016;

• ATXIs requests for assents from the five counties where the Mark Twain transmission project will be constructed;

• the complaint cases filed with the FERC seeking a reduction in the allowed base return on common equity under the MISO tariff;

• the EPA's Clean Air Act-related litigation against Ameren Missouri;

• remediation matters associated with former MGP and waste disposal sites of the Ameren Companies; and

• class action lawsuit against Ameren Missouri relating to municipal taxes.

ITEM 1A. RISK FACTORS.

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

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

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

(d) Maximum Number (a) Total Number (c) Total Number of Shares (or Approximate Dollar Value) of of Shares (b) Average Price (or Units) Purchased as Part Shares (or Units) that May Yet (or Units) Paid per Share of Publicly Announced Plans Be Purchased Under the Plans or Period Purchased(a) (or Unit) or Programs Programs January 1 - January 31, 2016 14,574 $ 42.79 February 1 - February 29, 2016 1,060,000 47.30 March 1 - March 31, 2016 29,844 47.00 Total 1,104,418 $ 47.23 (a) The January shares were purchased in open-market transactions to fund Amerens obligations under its directors stock compensation awards, which were granted under the 2014 Incentive Plan. The February and March shares of Ameren common stock were purchased in open-market transactions to fund Amerens obligation with respect to vested performance units, which were granted under the 2006 Incentive Plan. Ameren does not have any publicly announced equity securities repurchase plans or programs.

Ameren Missouri and Ameren Illinois did not purchase equity securities reportable under Item 703 of Regulation S-K during the period from January 1, 2016 to March 31, 2016.

54 Page 57 of 71

Enclosure 6 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:

Material Contracts 10.1 Ameren Consulting Agreement between Jack D. Woodard and the Nuclear and Operations Committee of the Board of Directors of Ameren Corporation, effective May 1, 2016 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.

55 Page 58 of 71

Enclosure 6 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: May 10, 2016 56 Page 59 of 71

Enclosure 6 to ULNRC06341 Exhibit 12.1 Ameren Corporation Computation of Ratio of Earnings to Fixed Charges (Thousands of Dollars, Except Ratios)

Three Months Ended March 31, 2016 Earnings available for fixed charges, as defined:

Net income from continuing operations attributable to Ameren Corporation $ 105,426 Tax expense based on income 31,061 Fixed charges excluding subsidiary preferred stock dividends tax adjustment 103,377 Earnings available for fixed charges, as defined $ 239,864 Fixed charges, as defined:

Interest expense on short-term and long-term debt $ 93,760 Estimated interest cost within rental expense 2,339 Amortization of net debt premium, discount, and expenses 5,667 Subsidiary preferred stock dividends 1,611 Adjust subsidiary preferred stock dividends to pretax basis 989 Total fixed charges, as defined $ 104,366 Consolidated ratio of earnings to fixed charges 2.30 Page 60 of 71 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)

Three Months Ended March 31, 2016 Earnings available for fixed charges, as defined:

Net income $ 14,426 Tax expense based on income 8,611 Fixed charges 57,144 Earnings available for fixed charges, as defined $ 80,181 Fixed charges, as defined:

Interest expense on short-term and long-term debt $ 54,491 Estimated interest cost within rental expense 1,107 Amortization of net debt premium, discount, and expenses 1,546 Total fixed charges, as defined $ 57,144 Ratio of earnings to fixed charges 1.40 Earnings required for combined fixed charges and preferred stock dividends:

Preferred stock dividends $ 855 Adjustment to pretax basis 510

$ 1,365 Combined fixed charges and preferred stock dividend requirements $ 58,509 Ratio of earnings to combined fixed charges and preferred stock dividend requirements 1.37 Page 61 of 71 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)

Three Months Ended March 31, 2016 Earnings available for fixed charges, as defined:

Net income $ 59,855 Tax expense based on income 37,916 Fixed charges 37,440 Earnings available for fixed charges, as defined $ 135,211 Fixed charges, as defined:

Interest expense on short-term and long-term debt $ 32,605 Estimated interest cost within rental expense 1,239 Amortization of net debt premium, discount, and expenses 3,596 Total fixed charges, as defined $ 37,440 Ratio of earnings to fixed charges 3.61 Earnings required for combined fixed charges and preferred stock dividends:

Preferred stock dividends $ 756 Adjustment to pretax basis 479

$ 1,235 Combined fixed charges and preferred stock dividend requirements $ 38,675 Ratio of earnings to combined fixed charges and preferred stock dividend requirements 3.50 Page 62 of 71 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 March 31, 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: May 10, 2016

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

Page 63 of 71 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 March 31, 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: May 10, 2016

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

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

Page 64 of 71 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 March 31, 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: May 10, 2016

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

Page 65 of 71 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 March 31, 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: May 10, 2016

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

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

Page 66 of 71 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 March 31, 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: May 10, 2016

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

Page 67 of 71 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 March 31, 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: May 10, 2016

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

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

Page 68 of 71 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 March 31, 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: May 10, 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 69 of 71 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 March 31, 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: May 10, 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 70 of 71 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 March 31, 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: May 10, 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 71 of 71