Long-Term Debt And Equity Financings

12 Months Ended

Dec. 31, 2011

Long-Term Debt And Equity Financings

NOTE 5 – LONG-TERM DEBT AND EQUITY FINANCINGS

The following table presents long-term debt outstanding for the Ameren Companies as of December 31, 2011, and 2010:

	2011			2010
Ameren (Parent):
8.875% Senior unsecured notes due 2014	$	425		$	425
Less: Unamortized discount and premium		(1	)		(2	)
Long-term debt, net	$	424		$	423
Ameren Missouri:
Senior secured notes:(a)
5.25% Senior secured notes due 2012	$	173		$	173
4.65% Senior secured notes due 2013		200			200
5.50% Senior secured notes due 2014		104			104
4.75% Senior secured notes due 2015		114			114
5.40% Senior secured notes due 2016		260			260
6.40% Senior secured notes due 2017		425			425
6.00% Senior secured notes due 2018(b)		250			250
5.10% Senior secured notes due 2018		200			200
6.70% Senior secured notes due 2019(b)		450			450
5.10% Senior secured notes due 2019		300			300
5.00% Senior secured notes due 2020		85			85
5.50% Senior secured notes due 2034		184			184
5.30% Senior secured notes due 2037		300			300
8.45% Senior secured notes due 2039(b)		350			350
Environmental improvement and pollution control revenue bonds:
1992 Series due 2022(c)(d)		47			47
1993 5.45% Series due 2028(e)		44			44
1998 Series A due 2033(c)(d)		60			60
1998 Series B due 2033(c)(d)		50			50
1998 Series C due 2033(c)(d)		50			50
Capital lease obligations:
City of Bowling Green capital lease (Peno Creek CT)		69			74
Audrain County capital lease (Audrain County CT)		240			240
Total long-term debt, gross		3,955			3,960
Less: Unamortized discount and premium		(5	)		(6	)
Less: Maturities due within one year		(178	)		(5	)
Long-term debt, net	$	3,772		$	3,949
Ameren Illinois:
Senior secured notes:
6.625% Senior secured notes due 2011	$	-		$	150
8.875% Senior secured notes due 2013(f)(h)		150			150
6.20% Senior secured notes due 2016(f)		54			54
6.25% Senior secured notes due 2016(g)		75			75
6.125% Senior secured notes due 2017(g)(i)		250			250
6.25% Senior secured notes due 2018(g)(i)		337			337
9.75% Senior secured notes due 2018(g)(i)		400			400
6.125% Senior secured notes due 2028(g)		60			60
6.70% Senior secured notes due 2036(g)		61			61
6.70% Senior secured notes due 2036(f)		42			42
Environmental improvement and pollution control revenue bonds:
6.20% Series 1992B due 2012(j)		1			1
2000 Series A 5.50% due 2014		51			51
5.90% Series 1993 due 2023(j)		32			32
5.70% 1994A Series due 2024(k)		36			36
1993 Series C-1 5.95% due 2026		35			35
1993 Series C-2 5.70% due 2026		8			8
1993 Series B-1 due 2028(d)		17			17
5.40% 1998A Series due 2028(k)		19			19
5.40% 1998B Series due 2028(k)		33			33
Fair-market value adjustments		5			5
Total long-term debt, gross		1,666			1,816
Less: Unamortized discount and premium		(8	)		(9	)
Less: Maturities due within one year		(1	)		(150	)
Long-term debt, net	$	1,657		$	1,657
Genco:
Unsecured notes:
Senior notes Series F 7.95% due 2032	$	275		$	275
Senior notes Series H 7.00% due 2018		300			300
Senior notes Series I 6.30% due 2020		250			250
Total long-term debt, gross		825			825
Less: Unamortized discount and premium		(1	)		(1	)
Less: Maturities due within one year		-			-
Long-term debt, net	$	824		$	824
Ameren consolidated long-term debt, net	$	6,677		$	6,853

(a) These notes are collaterally secured by first mortgage bonds issued by Ameren Missouri under the UE mortgage indenture. The notes have a fall-away lien provision and will remain secured only as long as any first mortgage bonds issued under the UE mortgage indenture remain outstanding. Redemption, purchase, or maturity of all first mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the first mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Based on the Ameren Missouri first mortgage bonds and senior secured notes currently outstanding, and assuming no early retirement of any series of such securities in full, we do not expect the first mortgage bond lien protection associated with these notes to fall away until 2039.

(b) Ameren Missouri has agreed, during the life of these notes, not to optionally redeem, purchase or otherwise retire in full its first mortgage bonds. Ameren Missouri has also agreed to prevent a first mortgage bond release date from occurring as long as any of the 8.45% Senior secured notes due 2039 remain outstanding.

(c) These bonds are secured by first mortgage bonds issued by Ameren Missouri under the UE mortgage indenture and have a fall-away lien provision similar to that of the company's senior secured notes. The bonds are also backed by an insurance guarantee policy.

(d) Interest rates, and periods during which such rates apply, vary depending on our selection of defined rate modes. Maximum interest rates could range up to 18% depending on the series of bonds. The average interest rates for 2011 and 2010 were as follows:

	2011	2010
Ameren Missouri 1992 Series	0.34%	0.47%
Ameren Missouri 1998 Series A	0.69%	0.71%
Ameren Missouri 1998 Series B	0.68%	0.73%
Ameren Missouri 1998 Series C	0.69%	0.74%
Ameren Illinois 1993 Series B-1	0.28%	0.59%

(e) These bonds are first mortgage bonds issued by Ameren Missouri under the UE mortgage bond indenture and are secured by substantially all Ameren Missouri property and franchises. The bonds are callable at 100% of par value.

(f) These notes are collaterally secured by first mortgage bonds issued by Ameren Illinois under the CILCO mortgage indenture. The notes have a fall-away lien provision and will remain secured only as long as any series of first mortgage bonds issued under the CILCO mortgage indenture remain outstanding. Redemption, purchase, or maturity of all first mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the first mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Based on the CILCO first mortgage bonds and senior secured notes currently outstanding, and assuming no early retirement of any series of such securities in full, we do not expect the first mortgage bond lien protection associated with these notes to fall away until 2023.

(g) These notes are collaterally secured by mortgage bonds issued by Ameren Illinois under the Ameren Illinois mortgage indenture. The notes have a fall-away lien provision and will remain secured only as long as any series of first mortgage bonds issued under the Ameren Illinois mortgage indenture remain outstanding. Redemption, purchase, or maturity of all mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Based on the Ameren Illinois mortgage bonds and senior secured notes currently outstanding, and assuming no early retirement of any series of such securities in full, we do not expect the mortgage bond lien protection associated with these notes to fall away until 2028.

(h) Ameren Illinois has agreed, during the life of these notes, not to optionally redeem, purchase or otherwise retire in full its CILCO first mortgage bonds.

(i) Ameren Illinois has agreed, during the life of these notes, not to optionally redeem, purchase or otherwise retire in full its Ameren Illinois mortgage bonds.

(j) These bonds are first mortgage bonds issued by Ameren Illinois under the CILCO mortgage indenture and are secured by substantially all property of the former CILCO. The bonds are callable at 100% of par value.

(k) These bonds are mortgage bonds issued by Ameren Illinois under the Ameren Illinois mortgage indenture and are secured by substantially all property of the former IP and CIPS. The bonds are callable at 100% of par value. The bonds are also backed by an insurance guarantee policy.

The following table presents the aggregate maturities of long-term debt, including current maturities, for the Ameren Companies at December 31, 2011:

	Ameren   (Parent)(a)		Ameren Missouri(a)		Ameren Illinois(a)(b)		Genco(a)		Ameren Consolidated
2012	$	-	$	178	$	1	$	-	$	179
2013		-		205		150		-		355
2014		425		109		51		-		585
2015		-		120		-		-		120
2016		-		266		129		-		395
Thereafter		-		3,077		1,330		825		5,232
Total	$	425	$	3,955	$	1,661	$	825	$	6,866

(a) Excludes unamortized discount and premium of $1 million, $5 million, $8 million and $1 million at Ameren (Parent), Ameren Missouri, Ameren Illinois and Genco, respectively.

(b) Excludes $5 million related to Ameren Illinois' long-term debt fair-market value adjustments, which are being amortized to interest expense over the remaining life of the debt.

All of the Ameren Companies expect to fund maturities of long-term debt, short-term borrowings, credit facility borrowings, commercial paper and contractual obligations through a combination of cash flow from operations and external financing. See Note 4 – Short-Term Debt and Liquidity for a discussion of external financing availability.

All classes of Ameren Missouri's and Ameren Illinois' preferred stock are entitled to cumulative dividends and have voting rights. The following table presents the outstanding preferred stock of Ameren Missouri and Ameren Illinois that is not subject to mandatory redemption. The preferred stock is redeemable, at the option of the issuer, at the prices shown below as of December 31, 2011 and 2010:

		Redemption Price (per share)		2011		2010
Ameren Missouri:
Without par value and stated value of $100 per share, 25 million shares authorized
$3.50 Series	130,000 shares	$	110.00	$	13	$	13
$3.70 Series	40,000 shares		104.75		4		4
$4.00 Series	150,000 shares		105.625		15		15
$4.30 Series	40,000 shares		105.00		4		4
$4.50 Series	213,595 shares		110.00(a)		21		21
$4.56 Series	200,000 shares		102.47		20		20
$4.75 Series	20,000 shares		102.176		2		2
$5.50 Series A	14,000 shares		110.00		1		1
Total				$	80	$	80
Ameren Illinois:
With par value of $100 per share, 2 million shares authorized
4.00% Series	144,275 shares	$	101.00	$	14	$	14
4.08% Series	45,224 shares		103.00		5		5
4.20% Series	23,655 shares		104.00		2		2
4.25% Series	50,000 shares		102.00		5		5
4.26% Series	16,621 shares		103.00		2		2
4.42% Series	16,190 shares		103.00		2		2
4.70% Series	18,429 shares		103.00		2		2
4.90% Series	73,825 shares		102.00		7		7
4.92% Series	49,289 shares		103.50		5		5
5.16% Series	50,000 shares		102.00		5		5
6.625% Series	124,273.75 shares		100.00		12		12
7.75% Series	4,542 shares		100.00		1		1
Total				$	62	$	62
Total Ameren				$	142	$	142

(a) In the event of voluntary liquidation, $105.50.

Pursuant to the Ameren Illinois Merger: (i) every two shares of each series of IP preferred stock outstanding immediately prior to the Ameren Illinois Merger were automatically converted into one share of a newly created series of Ameren Illinois preferred stock having the same payment and redemption terms as the existing series of IP preferred stock, except to the extent that IP preferred stockholders exercised their dissenters' rights in accordance with Illinois law; and (ii) each outstanding share of CIPS common and preferred stock remained outstanding, except to the extent that CIPS preferred stockholders exercised their dissenters' rights in accordance with Illinois law. Stockholders holding 8,337 shares and 423 shares of CIPS and IP preferred stock, respectively, exercised their dissenter's rights.

In addition, Ameren has 100 million shares of $0.01 par value preferred stock authorized, with no shares outstanding. Ameren Missouri has 7.5 million shares of $1 par value preference stock authorized, with no such preference stock outstanding. Ameren Illinois has 2.6 million shares of no par value preferred stock authorized, with no shares outstanding.

Ameren

A Form S-3 registration statement was filed by Ameren with the SEC in June 2011, authorizing the offering of 6 million additional shares of its common stock under DRPlus. Shares of common stock sold under DRPlus are, at Ameren's option, newly issued shares, treasury shares, or shares purchased in the open market or in privately negotiated transactions. In 2012, Ameren plans for shares to be purchased in the open market for DRPlus and its 401(k) plan. Under DRPlus and its 401(k) plan, Ameren issued 2.2 million, 3.0 million, and 3.2 million shares of common stock in 2011, 2010, and 2009, respectively, which were valued at $65 million, $80 million, and $82 million for the respective years.

In February 2010, CILCORP completed a covenant defeasance of its remaining outstanding 9.375% senior bonds due 2029 by depositing $3 million in U.S. government obligations and cash with the indenture trustee. This deposit will be used solely to satisfy the principal and remaining interest obligations on these bonds. In connection with this covenant defeasance, the lien on the capital stock of CILCO securing these bonds was released.

Ameren Missouri

In August 2010, Ameren Missouri redeemed all $33 million of its $7.64 Series preferred stock at $100.85 per share, plus accrued and unpaid dividends.

In September 2010, Ameren Missouri redeemed all $66 million of its 7.69% Series A subordinated deferrable interest debentures at a redemption price of 102.692% of the principal amount plus accrued interest.

Ameren Illinois

In June 2011, Ameren Illinois' 6.625% $150 million senior secured notes matured and were repaid and retired using available cash on hand.

In August 2010, Ameren Illinois (formerly CILCO) redeemed all of the 111,264 outstanding shares of its 4.50% Series preferred stock at $110 per share and all of the 79,940 shares of its 4.64% Series preferred stock at $102 per share, plus, in each case, accrued and unpaid dividends. These preferred shares were redeemed in connection with the Ameren Illinois Merger.

In September 2010, Ameren Illinois (formerly CIPS) redeemed all $40 million of its 7.61% Series 1997-2 first mortgage bonds at a redemption price of 101.52% of the principal amount, plus accrued interest. These bonds were redeemed in connection with the Ameren Illinois Merger.

In September 2010, Ameren contributed to the capital of Ameren Illinois (formerly IP), without the payment of any consideration, all of the IP preferred stock owned by Ameren ($33 million). IP cancelled these preferred shares. This transaction was completed in connection with the Ameren Illinois Merger.

See Note 16 – Corporate Reorganization and Discontinued Operations for additional information.

Genco

In November 2010, Genco's $200 million 8.35% senior notes matured and were retired with available cash on hand.

Indenture Provisions and Other Covenants

Ameren Missouri's and Ameren Illinois' indentures 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. However, 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 and dividend coverage ratios and bonds and preferred stock issuable as of December 31, 2011, at an assumed interest rate of 6% and dividend rate of 7%.

	Required Interest Coverage Ratio(a)	Actual Interest Coverage Ratio		Bonds Issuable(b)			Required Dividend Coverage Ratio(c)	Actual Dividend Coverage Ratio		Preferred Stock Issuable
Ameren Missouri	³2.0		3.2	$	1,971		³2.5		84.9	$	1,610
Ameren Illinois	³2.0		7.2		3,335	(d)	³1.5		3.1		203

(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 $89 million and $765 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 company's 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.

Ameren's indenture does not require Ameren to comply with any quantitative financial covenants. The indenture does, however, include certain cross-default provisions. Specifically, either (1) the failure by Ameren to pay when due and upon expiration of any applicable grace period any portion of any Ameren indebtedness in excess of $25 million or (2) the acceleration upon default of the maturity of any Ameren indebtedness in excess of $25 million under any indebtedness agreement, including the 2010 Credit Agreements, constitutes a default under the indenture, unless such past due or accelerated debt is discharged or the acceleration is rescinded or annulled within a specified period.

Ameren Missouri, Ameren Illinois, Genco and certain other nonregistrant Ameren subsidiaries are subject to Section 305(a) of the Federal Power Act, which makes it unlawful for any officer or director of a public utility, as defined in the Federal Power Act, to participate in the making or paying of any dividend from any funds "properly included in capital account." The meaning of this limitation has never been clarified under the Federal Power Act or FERC regulations. However, FERC has consistently interpreted the provision to allow dividends to be paid as long as (1) the source of the dividends is clearly disclosed, (2) the dividends are not excessive, and (3) there is no self-dealing on the part of corporate officials. At a minimum, Ameren believes that dividends can be paid by its subsidiaries that are public utilities from net income and retained earnings. In addition, under Illinois law, Ameren Illinois may not pay any dividend on their respective stock, unless, among other things, their respective earnings and earned surplus are sufficient to declare and pay a dividend after provision is made for reasonable and proper reserves, or unless Ameren Illinois has specific authorization from the ICC.

Ameren Illinois' articles of incorporation require its dividend payments on common stock to be based on ratios of common stock to total capitalization and other provisions related to certain operating expenses and accumulations of earned surplus. Ameren Illinois committed to FERC to maintain a minimum 30% ratio of common stock equity to total capitalization after the Ameren Illinois Merger and AERG distribution. As of December 31, 2011, Ameren Illinois' ratio of common stock equity to total capitalization was 58%.

Genco's indenture includes provisions that require Genco to maintain certain interest coverage and debt-to-capital ratios in order for Genco to pay dividends, to make principal or interest payments on subordinated borrowings, to make loans to or investments in affiliates, or to incur additional external, third-party indebtedness. The following table summarizes these ratios for the 12 months ended and as of December 31, 2011:

	Required Interest Coverage Ratio	Actual Interest Coverage Ratio		Required Debt-to- Capital Ratio	Actual Debt-to- Capital Ratio
Genco	³1.75(a)/2.50(b)		4.3	£60% (b)		43	%

(a) A minimum interest coverage ratio of 1.75 is required for Genco to make certain restricted payments, as defined, including specified dividend payments and, principal and interest payments on subordinated borrowings. As of the date of the restricted payment, the minimum ratio must have been achieved for the most recently ended four fiscal quarters and projected by management to be achieved for each of the subsequent four six-month periods. Investments in the non-state-regulated subsidiary money pool and repayments of non-state-regulated subsidiary money pool borrowings are not subject to this incurrence test.

(b) A minimum interest coverage ratio of 2.50 for the most recently ended four fiscal quarters and a debt-to-capital ratio of no greater than 60% are required for Genco to incur additional indebtedness, as defined, other than permitted indebtedness, as defined, for borrowed money. The ratios must be computed on a pro forma basis considering the additional indebtedness to be incurred and the related interest expense. Non-state-regulated subsidiary money pool borrowings are defined as permitted indebtedness and are not subject to these incurrence tests. Credit facility borrowings, including borrowings under the 2010 Genco Credit Agreement, and other borrowings from third-party, external sources are included in the definition of indebtedness and are subject to these incurrence tests.

Genco's debt incurrence-related ratio restrictions under its indenture may be disregarded if both Moody's and S&P reaffirm the ratings of Genco in place at the time of the debt incurrence after considering the additional indebtedness.

In order for the Ameren Companies to issue securities in the future, they will have to comply with all applicable requirements in effect at the time of any such issuances.

Off-Balance-Sheet Arrangements

At December 31, 2011, none of the Ameren Companies had any off-balance-sheet financing arrangements, other than operating leases entered into in the ordinary course of business. None of the Ameren Companies expect to engage in any significant off-balance-sheet financing arrangements in the near future.

Ameren Energy Generating Company [Member]

Long-Term Debt And Equity Financings

NOTE 5 – LONG-TERM DEBT AND EQUITY FINANCINGS

The following table presents long-term debt outstanding for the Ameren Companies as of December 31, 2011, and 2010:

	2011			2010
Ameren (Parent):
8.875% Senior unsecured notes due 2014	$	425		$	425
Less: Unamortized discount and premium		(1	)		(2	)
Long-term debt, net	$	424		$	423
Ameren Missouri:
Senior secured notes:(a)
5.25% Senior secured notes due 2012	$	173		$	173
4.65% Senior secured notes due 2013		200			200
5.50% Senior secured notes due 2014		104			104
4.75% Senior secured notes due 2015		114			114
5.40% Senior secured notes due 2016		260			260
6.40% Senior secured notes due 2017		425			425
6.00% Senior secured notes due 2018(b)		250			250
5.10% Senior secured notes due 2018		200			200
6.70% Senior secured notes due 2019(b)		450			450
5.10% Senior secured notes due 2019		300			300
5.00% Senior secured notes due 2020		85			85
5.50% Senior secured notes due 2034		184			184
5.30% Senior secured notes due 2037		300			300
8.45% Senior secured notes due 2039(b)		350			350
Environmental improvement and pollution control revenue bonds:
1992 Series due 2022(c)(d)		47			47
1993 5.45% Series due 2028(e)		44			44
1998 Series A due 2033(c)(d)		60			60
1998 Series B due 2033(c)(d)		50			50
1998 Series C due 2033(c)(d)		50			50
Capital lease obligations:
City of Bowling Green capital lease (Peno Creek CT)		69			74
Audrain County capital lease (Audrain County CT)		240			240
Total long-term debt, gross		3,955			3,960
Less: Unamortized discount and premium		(5	)		(6	)
Less: Maturities due within one year		(178	)		(5	)
Long-term debt, net	$	3,772		$	3,949
Ameren Illinois:
Senior secured notes:
6.625% Senior secured notes due 2011	$	-		$	150
8.875% Senior secured notes due 2013(f)(h)		150			150
6.20% Senior secured notes due 2016(f)		54			54
6.25% Senior secured notes due 2016(g)		75			75
6.125% Senior secured notes due 2017(g)(i)		250			250
6.25% Senior secured notes due 2018(g)(i)		337			337
9.75% Senior secured notes due 2018(g)(i)		400			400
6.125% Senior secured notes due 2028(g)		60			60
6.70% Senior secured notes due 2036(g)		61			61
6.70% Senior secured notes due 2036(f)		42			42
Environmental improvement and pollution control revenue bonds:
6.20% Series 1992B due 2012(j)		1			1
2000 Series A 5.50% due 2014		51			51
5.90% Series 1993 due 2023(j)		32			32
5.70% 1994A Series due 2024(k)		36			36
1993 Series C-1 5.95% due 2026		35			35
1993 Series C-2 5.70% due 2026		8			8
1993 Series B-1 due 2028(d)		17			17
5.40% 1998A Series due 2028(k)		19			19
5.40% 1998B Series due 2028(k)		33			33
Fair-market value adjustments		5			5
Total long-term debt, gross		1,666			1,816
Less: Unamortized discount and premium		(8	)		(9	)
Less: Maturities due within one year		(1	)		(150	)
Long-term debt, net	$	1,657		$	1,657
Genco:
Unsecured notes:
Senior notes Series F 7.95% due 2032	$	275		$	275
Senior notes Series H 7.00% due 2018		300			300
Senior notes Series I 6.30% due 2020		250			250
Total long-term debt, gross		825			825
Less: Unamortized discount and premium		(1	)		(1	)
Less: Maturities due within one year		-			-
Long-term debt, net	$	824		$	824
Ameren consolidated long-term debt, net	$	6,677		$	6,853

(a) These notes are collaterally secured by first mortgage bonds issued by Ameren Missouri under the UE mortgage indenture. The notes have a fall-away lien provision and will remain secured only as long as any first mortgage bonds issued under the UE mortgage indenture remain outstanding. Redemption, purchase, or maturity of all first mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the first mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Assuming no early redemption of outstanding bonds or notes, we do not expect the first mortgage bond lien protection associated with these notes to fall away until 2039.

(b) Ameren Missouri has agreed not to affect the release of first mortgage bonds securing these notes at any time during the life of these notes.

(c) These notes are secured by first mortgage bonds issued by Ameren Missouri under the UE mortgage indenture and have a fall-away lien provision similar to that of the company's senior secured notes. The notes are also backed by an insurance guarantee policy.

(d) Interest rates, and periods during which such rates apply, vary depending on our selection of defined rate modes. Maximum interest rates could range up to 18% depending on the series of bonds. The average interest rates for 2011 and 2010 were as follows:

	2011	2010
Ameren Missouri 1992 Series	0.34%	0.47%
Ameren Missouri 1998 Series A	0.69%	0.71%
Ameren Missouri 1998 Series B	0.68%	0.73%
Ameren Missouri 1998 Series C	0.69%	0.74%
Ameren Illinois 1993 Series B-1	0.28%	0.59%

(e) These notes are first mortgage bonds issued by Ameren Missouri under the UE mortgage bond indenture and are secured by substantially all Ameren Missouri property and franchises. The notes are callable at 100% of par value.

(f) These notes are collaterally secured by first mortgage bonds issued by Ameren Illinois under the CILCO mortgage indenture. The notes have a fall-away lien provision and will remain secured only as long as any series of first mortgage bonds issued under the CILCO mortgage indenture remain outstanding. Redemption, purchase, or maturity of all first mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the first mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Assuming no early redemption of outstanding bonds or notes, we do not expect the first mortgage bond lien protection associated with these notes to fall away until 2023.

(g) These notes are collaterally secured by mortgage bonds issued by Ameren Illinois under the IP mortgage indenture. The notes have a fall-away lien provision and will remain secured only as long as any series of first mortgage bonds issued under the IP mortgage indenture remain outstanding. Redemption, purchase, or maturity of all mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Assuming no early redemption of outstanding bonds or notes, we do not expect the mortgage bond lien protection associated with these notes to fall away until 2028.

(h) Ameren Illinois has agreed not to affect a release of CILCO first mortgage bonds securing these notes at any time during the life of these notes.

(i) Ameren Illinois has agreed not to affect a release of IP mortgage bonds securing these notes at any time during the life of these notes.

(j) These notes are first mortgage bonds issued by Ameren Illinois under the CILCO mortgage indenture and are secured by substantially all property of the former CILCO. The notes are callable at 100% of par value.

(k) These notes are mortgage bonds issued by Ameren Illinois under the IP mortgage indenture and are secured by substantially all property of the former IP and CIPS. The notes are callable at 100% of par value. The notes are also backed by an insurance guarantee policy.

The following table presents the aggregate maturities of long-term debt, including current maturities, for the Ameren Companies at December 31, 2011:

	Ameren   (Parent)(a)		Ameren Missouri(a)		Ameren Illinois(a)(b)		Genco(a)		Ameren Consolidated
2012	$	-	$	178	$	1	$	-	$	179
2013		-		205		150		-		355
2014		425		109		51		-		585
2015		-		120		-		-		120
2016		-		266		129		-		395
Thereafter		-		3,077		1,330		825		5,232
Total	$	425	$	3,955	$	1,661	$	825	$	6,866

(a) Excludes unamortized discount and premium of $1 million, $5 million, $8 million and $1 million at Ameren (Parent), Ameren Missouri, Ameren Illinois and Genco, respectively.

(b) Excludes $5 million related to Ameren Illinois' long-term debt fair-market value adjustments, which are being amortized to interest expense over the remaining life of the debt.

All of the Ameren Companies expect to fund maturities of long-term debt, short-term borrowings, credit facility borrowings, commercial paper and contractual obligations through a combination of cash flow from operations and external financing. See Note 4 – Short-Term Debt and Liquidity for a discussion of external financing availability.

All classes of Ameren Missouri's and Ameren Illinois' preferred stock are entitled to cumulative dividends and have voting rights. The following table presents the outstanding preferred stock of Ameren Missouri and Ameren Illinois that is not subject to mandatory redemption. The preferred stock is redeemable, at the option of the issuer, at the prices shown below as of December 31, 2011 and 2010:

		Redemption Price (per share)		2011		2010
Ameren Missouri:
Without par value and stated value of $100 per share, 25 million shares authorized
$3.50 Series	130,000 shares	$	110.00	$	13	$	13
$3.70 Series	40,000 shares		104.75		4		4
$4.00 Series	150,000 shares		105.625		15		15
$4.30 Series	40,000 shares		105.00		4		4
$4.50 Series	213,595 shares		110.00(a)		21		21
$4.56 Series	200,000 shares		102.47		20		20
$4.75 Series	20,000 shares		102.176		2		2
$5.50 Series A	14,000 shares		110.00		1		1
Total				$	80	$	80
Ameren Illinois:
With par value of $100 per share, 2 million shares authorized
4.00% Series	144,275 shares	$	101.00	$	14	$	14
4.08% Series	45,224 shares		103.00		5		5
4.20% Series	23,655 shares		104.00		2		2
4.25% Series	50,000 shares		102.00		5		5
4.26% Series	16,621 shares		103.00		2		2
4.42% Series	16,190 shares		103.00		2		2
4.70% Series	18,429 shares		103.00		2		2
4.90% Series	73,825 shares		102.00		7		7
4.92% Series	49,289 shares		103.50		5		5
5.16% Series	50,000 shares		102.00		5		5
6.625% Series	124,273.75 shares		100.00		12		12
7.75% Series	4,542 shares		100.00		1		1
Total				$	62	$	62
Total Ameren				$	142	$	142

(a) In the event of voluntary liquidation, $105.50.

Pursuant to the Ameren Illinois Merger: (i) every two shares of each series of IP preferred stock outstanding immediately prior to the Ameren Illinois Merger were automatically converted into one share of a newly created series of Ameren Illinois preferred stock having the same payment and redemption terms as the existing series of IP preferred stock, except to the extent that IP preferred stockholders exercised their dissenters' rights in accordance with Illinois law; and (ii) each outstanding share of CIPS common and preferred stock remained outstanding, except to the extent that CIPS preferred stockholders exercised their dissenters' rights in accordance with Illinois law. Stockholders holding 8,337 shares and 423 shares of CIPS and IP preferred stock, respectively, exercised their dissenter's rights.

In addition, Ameren has 100 million shares of $0.01 par value preferred stock authorized, with no shares outstanding. Ameren Missouri has 7.5 million shares of $1 par value preference stock authorized, with no such preference stock outstanding. Ameren Illinois has 2.6 million shares of no par value preferred stock authorized, with no shares outstanding.

Ameren

A Form S-3 registration statement was filed by Ameren with the SEC in June 2011, authorizing the offering of 6 million additional shares of its common stock under DRPlus. Shares of common stock sold under DRPlus are, at Ameren's option, newly issued shares, treasury shares, or shares purchased in the open market or in privately negotiated transactions. In 2012, Ameren plans for shares to be purchased in the open market for DRPlus and its 401(k) plan. Under DRPlus and its 401(k) plan, Ameren issued 2.2 million, 3.0 million, and 3.2 million shares of common stock in 2011, 2010, and 2009, respectively, which were valued at $65 million, $80 million, and $82 million for the respective years.

In February 2010, CILCORP completed a covenant defeasance of its remaining outstanding 9.375% senior bonds due 2029 by depositing $3 million in U.S. government obligations and cash with the indenture trustee. This deposit will be used solely to satisfy the principal and remaining interest obligations on these bonds. In connection with this covenant defeasance, the lien on the capital stock of CILCO securing these bonds was released.

Ameren Missouri

In August 2010, Ameren Missouri redeemed all $33 million of its $7.64 Series preferred stock at $100.85 per share, plus accrued and unpaid dividends.

In September 2010, Ameren Missouri redeemed all $66 million of its 7.69% Series A subordinated deferrable interest debentures at a redemption price of 102.692% of the principal amount plus accrued interest.

Ameren Illinois

In June 2011, Ameren Illinois' 6.625% $150 million senior secured notes matured and were repaid and retired using available cash on hand.

In August 2010, Ameren Illinois (formerly CILCO) redeemed all of the 111,264 outstanding shares of its 4.50% Series preferred stock at $110 per share and all of the 79,940 shares of its 4.64% Series preferred stock at $102 per share, plus, in each case, accrued and unpaid dividends. These preferred shares were redeemed in connection with the Ameren Illinois Merger.

In September 2010, Ameren Illinois (formerly CIPS) redeemed all $40 million of its 7.61% Series 1997-2 first mortgage bonds at a redemption price of 101.52% of the principal amount, plus accrued interest. These bonds were redeemed in connection with the Ameren Illinois Merger.

In September 2010, Ameren contributed to the capital of Ameren Illinois (formerly IP), without the payment of any consideration, all of the IP preferred stock owned by Ameren ($33 million). IP cancelled these preferred shares. This transaction was completed in connection with the Ameren Illinois Merger.

See Note 16 – Corporate Reorganization and Discontinued Operations for additional information.

Genco

In November 2010, Genco's $200 million 8.35% senior notes matured and were retired with available cash on hand.

Indenture Provisions and Other Covenants

Ameren Missouri's and Ameren Illinois' indentures 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. However, 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 and dividend coverage ratios and bonds and preferred stock issuable as of December 31, 2011, at an assumed interest rate of 6% and dividend rate of 7%.

	Required Interest Coverage Ratio(a)	Actual Interest Coverage Ratio		Bonds Issuable(b)			Required Dividend Coverage Ratio(c)	Actual Dividend Coverage Ratio		Preferred Stock Issuable
Ameren Missouri	³2.0		3.2	$	1,971		³2.5		84.9	$	1,610
Ameren Illinois	³2.0		7.2		3,335	(d)	³1.5		3.1		203

(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 $89 million and $765 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 company's 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.

Ameren's indenture does not require Ameren to comply with any quantitative financial covenants. The indenture does, however, include certain cross-default provisions. Specifically, either (1) the failure by Ameren to pay when due and upon expiration of any applicable grace period any portion of any Ameren indebtedness in excess of $25 million or (2) the acceleration upon default of the maturity of any Ameren indebtedness in excess of $25 million under any indebtedness agreement, including the 2010 Credit Agreements, constitutes a default under the indenture, unless such past due or accelerated debt is discharged or the acceleration is rescinded or annulled within a specified period.

Ameren Missouri, Ameren Illinois, Genco and certain other nonregistrant Ameren subsidiaries are subject to Section 305(a) of the Federal Power Act, which makes it unlawful for any officer or director of a public utility, as defined in the Federal Power Act, to participate in the making or paying of any dividend from any funds "properly included in capital account." The meaning of this limitation has never been clarified under the Federal Power Act or FERC regulations. However, FERC has consistently interpreted the provision to allow dividends to be paid as long as (1) the source of the dividends is clearly disclosed, (2) the dividends are not excessive, and (3) there is no self-dealing on the part of corporate officials. At a minimum, Ameren believes that dividends can be paid by its subsidiaries that are public utilities from net income and retained earnings. In addition, under Illinois law, Ameren Illinois may not pay any dividend on their respective stock, unless, among other things, their respective earnings and earned surplus are sufficient to declare and pay a dividend after provision is made for reasonable and proper reserves, or unless Ameren Illinois has specific authorization from the ICC.

Ameren Illinois' articles of incorporation require its dividend payments on common stock to be based on ratios of common stock to total capitalization and other provisions related to certain operating expenses and accumulations of earned surplus. Ameren Illinois committed to FERC to maintain a minimum 30% ratio of common stock equity to total capitalization after the Ameren Illinois Merger and AERG distribution. As of December 31, 2011, Ameren Illinois' ratio of common stock equity to total capitalization was 58%.

Genco's indenture includes provisions that require Genco to maintain certain interest coverage and debt-to-capital ratios in order for Genco to pay dividends, to make principal or interest payments on subordinated borrowings, to make loans to or investments in affiliates, or to incur additional external, third-party indebtedness. The following table summarizes these ratios for the 12 months ended and as of December 31, 2011:

	Required Interest Coverage Ratio	Actual Interest Coverage Ratio		Required Debt-to- Capital Ratio	Actual Debt-to- Capital Ratio
Genco	³1.75(a)/2.50(b)		4.3	£60% (b)		43	%

(a) A minimum interest coverage ratio of 1.75 is required for Genco to make certain restricted payments, as defined, including specified dividend payments and, principal and interest payments on subordinated borrowings. As of the date of the restricted payment, the minimum ratio must have been achieved for the most recently ended four fiscal quarters and projected by management to be achieved for each of the subsequent four six-month periods. Investments in the non-state-regulated subsidiary money pool and repayments of non-state-regulated subsidiary money pool borrowings are not subject to this incurrence test.

(b) A minimum interest coverage ratio of 2.50 for the most recently ended four fiscal quarters and a debt-to-capital ratio of no greater than 60% are required for Genco to incur additional indebtedness, as defined, other than permitted indebtedness, as defined, for borrowed money. The ratios must be computed on a pro forma basis considering the additional indebtedness to be incurred and the related interest expense. Non-state-regulated subsidiary money pool borrowings are defined as permitted indebtedness and are not subject to these incurrence tests. Credit facility borrowings, including borrowings under the 2010 Genco Credit Agreement, and other borrowings from third-party, external sources are included in the definition of indebtedness and are subject to these incurrence tests.

Genco's debt incurrence-related ratio restrictions under its indenture may be disregarded if both Moody's and S&P reaffirm the ratings of Genco in place at the time of the debt incurrence after considering the additional indebtedness.

In order for the Ameren Companies to issue securities in the future, they will have to comply with all applicable requirements in effect at the time of any such issuances.

Off-Balance-Sheet Arrangements

At December 31, 2011, none of the Ameren Companies had any off-balance-sheet financing arrangements, other than operating leases entered into in the ordinary course of business. None of the Ameren Companies expect to engage in any significant off-balance-sheet financing arrangements in the near future.

Ameren Illinois Company [Member]

Long-Term Debt And Equity Financings

NOTE 5 – LONG-TERM DEBT AND EQUITY FINANCINGS

The following table presents long-term debt outstanding for the Ameren Companies as of December 31, 2011, and 2010:

	2011			2010
Ameren (Parent):
8.875% Senior unsecured notes due 2014	$	425		$	425
Less: Unamortized discount and premium		(1	)		(2	)
Long-term debt, net	$	424		$	423
Ameren Missouri:
Senior secured notes:(a)
5.25% Senior secured notes due 2012	$	173		$	173
4.65% Senior secured notes due 2013		200			200
5.50% Senior secured notes due 2014		104			104
4.75% Senior secured notes due 2015		114			114
5.40% Senior secured notes due 2016		260			260
6.40% Senior secured notes due 2017		425			425
6.00% Senior secured notes due 2018(b)		250			250
5.10% Senior secured notes due 2018		200			200
6.70% Senior secured notes due 2019(b)		450			450
5.10% Senior secured notes due 2019		300			300
5.00% Senior secured notes due 2020		85			85
5.50% Senior secured notes due 2034		184			184
5.30% Senior secured notes due 2037		300			300
8.45% Senior secured notes due 2039(b)		350			350
Environmental improvement and pollution control revenue bonds:
1992 Series due 2022(c)(d)		47			47
1993 5.45% Series due 2028(e)		44			44
1998 Series A due 2033(c)(d)		60			60
1998 Series B due 2033(c)(d)		50			50
1998 Series C due 2033(c)(d)		50			50
Capital lease obligations:
City of Bowling Green capital lease (Peno Creek CT)		69			74
Audrain County capital lease (Audrain County CT)		240			240
Total long-term debt, gross		3,955			3,960
Less: Unamortized discount and premium		(5	)		(6	)
Less: Maturities due within one year		(178	)		(5	)
Long-term debt, net	$	3,772		$	3,949
Ameren Illinois:
Senior secured notes:
6.625% Senior secured notes due 2011	$	-		$	150
8.875% Senior secured notes due 2013(f)(h)		150			150
6.20% Senior secured notes due 2016(f)		54			54
6.25% Senior secured notes due 2016(g)		75			75
6.125% Senior secured notes due 2017(g)(i)		250			250
6.25% Senior secured notes due 2018(g)(i)		337			337
9.75% Senior secured notes due 2018(g)(i)		400			400
6.125% Senior secured notes due 2028(g)		60			60
6.70% Senior secured notes due 2036(g)		61			61
6.70% Senior secured notes due 2036(f)		42			42
Environmental improvement and pollution control revenue bonds:
6.20% Series 1992B due 2012(j)		1			1
2000 Series A 5.50% due 2014		51			51
5.90% Series 1993 due 2023(j)		32			32
5.70% 1994A Series due 2024(k)		36			36
1993 Series C-1 5.95% due 2026		35			35
1993 Series C-2 5.70% due 2026		8			8
1993 Series B-1 due 2028(d)		17			17
5.40% 1998A Series due 2028(k)		19			19
5.40% 1998B Series due 2028(k)		33			33
Fair-market value adjustments		5			5
Total long-term debt, gross		1,666			1,816
Less: Unamortized discount and premium		(8	)		(9	)
Less: Maturities due within one year		(1	)		(150	)
Long-term debt, net	$	1,657		$	1,657
Genco:
Unsecured notes:
Senior notes Series F 7.95% due 2032	$	275		$	275
Senior notes Series H 7.00% due 2018		300			300
Senior notes Series I 6.30% due 2020		250			250
Total long-term debt, gross		825			825
Less: Unamortized discount and premium		(1	)		(1	)
Less: Maturities due within one year		-			-
Long-term debt, net	$	824		$	824
Ameren consolidated long-term debt, net	$	6,677		$	6,853

(a) These notes are collaterally secured by first mortgage bonds issued by Ameren Missouri under the UE mortgage indenture. The notes have a fall-away lien provision and will remain secured only as long as any first mortgage bonds issued under the UE mortgage indenture remain outstanding. Redemption, purchase, or maturity of all first mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the first mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Assuming no early redemption of outstanding bonds or notes, we do not expect the first mortgage bond lien protection associated with these notes to fall away until 2039.

(b) Ameren Missouri has agreed not to affect the release of first mortgage bonds securing these notes at any time during the life of these notes.

(c) These notes are secured by first mortgage bonds issued by Ameren Missouri under the UE mortgage indenture and have a fall-away lien provision similar to that of the company's senior secured notes. The notes are also backed by an insurance guarantee policy.

(d) Interest rates, and periods during which such rates apply, vary depending on our selection of defined rate modes. Maximum interest rates could range up to 18% depending on the series of bonds. The average interest rates for 2011 and 2010 were as follows:

	2011	2010
Ameren Missouri 1992 Series	0.34%	0.47%
Ameren Missouri 1998 Series A	0.69%	0.71%
Ameren Missouri 1998 Series B	0.68%	0.73%
Ameren Missouri 1998 Series C	0.69%	0.74%
Ameren Illinois 1993 Series B-1	0.28%	0.59%

(e) These notes are first mortgage bonds issued by Ameren Missouri under the UE mortgage bond indenture and are secured by substantially all Ameren Missouri property and franchises. The notes are callable at 100% of par value.

(f) These notes are collaterally secured by first mortgage bonds issued by Ameren Illinois under the CILCO mortgage indenture. The notes have a fall-away lien provision and will remain secured only as long as any series of first mortgage bonds issued under the CILCO mortgage indenture remain outstanding. Redemption, purchase, or maturity of all first mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the first mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Assuming no early redemption of outstanding bonds or notes, we do not expect the first mortgage bond lien protection associated with these notes to fall away until 2023.

(g) These notes are collaterally secured by mortgage bonds issued by Ameren Illinois under the IP mortgage indenture. The notes have a fall-away lien provision and will remain secured only as long as any series of first mortgage bonds issued under the IP mortgage indenture remain outstanding. Redemption, purchase, or maturity of all mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Assuming no early redemption of outstanding bonds or notes, we do not expect the mortgage bond lien protection associated with these notes to fall away until 2028.

(h) Ameren Illinois has agreed not to affect a release of CILCO first mortgage bonds securing these notes at any time during the life of these notes.

(i) Ameren Illinois has agreed not to affect a release of IP mortgage bonds securing these notes at any time during the life of these notes.

(j) These notes are first mortgage bonds issued by Ameren Illinois under the CILCO mortgage indenture and are secured by substantially all property of the former CILCO. The notes are callable at 100% of par value.

(k) These notes are mortgage bonds issued by Ameren Illinois under the IP mortgage indenture and are secured by substantially all property of the former IP and CIPS. The notes are callable at 100% of par value. The notes are also backed by an insurance guarantee policy.

The following table presents the aggregate maturities of long-term debt, including current maturities, for the Ameren Companies at December 31, 2011:

	Ameren   (Parent)(a)		Ameren Missouri(a)		Ameren Illinois(a)(b)		Genco(a)		Ameren Consolidated
2012	$	-	$	178	$	1	$	-	$	179
2013		-		205		150		-		355
2014		425		109		51		-		585
2015		-		120		-		-		120
2016		-		266		129		-		395
Thereafter		-		3,077		1,330		825		5,232
Total	$	425	$	3,955	$	1,661	$	825	$	6,866

(a) Excludes unamortized discount and premium of $1 million, $5 million, $8 million and $1 million at Ameren (Parent), Ameren Missouri, Ameren Illinois and Genco, respectively.

(b) Excludes $5 million related to Ameren Illinois' long-term debt fair-market value adjustments, which are being amortized to interest expense over the remaining life of the debt.

All of the Ameren Companies expect to fund maturities of long-term debt, short-term borrowings, credit facility borrowings, commercial paper and contractual obligations through a combination of cash flow from operations and external financing. See Note 4 – Short-Term Debt and Liquidity for a discussion of external financing availability.

All classes of Ameren Missouri's and Ameren Illinois' preferred stock are entitled to cumulative dividends and have voting rights. The following table presents the outstanding preferred stock of Ameren Missouri and Ameren Illinois that is not subject to mandatory redemption. The preferred stock is redeemable, at the option of the issuer, at the prices shown below as of December 31, 2011 and 2010:

		Redemption Price (per share)		2011		2010
Ameren Missouri:
Without par value and stated value of $100 per share, 25 million shares authorized
$3.50 Series	130,000 shares	$	110.00	$	13	$	13
$3.70 Series	40,000 shares		104.75		4		4
$4.00 Series	150,000 shares		105.625		15		15
$4.30 Series	40,000 shares		105.00		4		4
$4.50 Series	213,595 shares		110.00(a)		21		21
$4.56 Series	200,000 shares		102.47		20		20
$4.75 Series	20,000 shares		102.176		2		2
$5.50 Series A	14,000 shares		110.00		1		1
Total				$	80	$	80
Ameren Illinois:
With par value of $100 per share, 2 million shares authorized
4.00% Series	144,275 shares	$	101.00	$	14	$	14
4.08% Series	45,224 shares		103.00		5		5
4.20% Series	23,655 shares		104.00		2		2
4.25% Series	50,000 shares		102.00		5		5
4.26% Series	16,621 shares		103.00		2		2
4.42% Series	16,190 shares		103.00		2		2
4.70% Series	18,429 shares		103.00		2		2
4.90% Series	73,825 shares		102.00		7		7
4.92% Series	49,289 shares		103.50		5		5
5.16% Series	50,000 shares		102.00		5		5
6.625% Series	124,273.75 shares		100.00		12		12
7.75% Series	4,542 shares		100.00		1		1
Total				$	62	$	62
Total Ameren				$	142	$	142

(a) In the event of voluntary liquidation, $105.50.

Pursuant to the Ameren Illinois Merger: (i) every two shares of each series of IP preferred stock outstanding immediately prior to the Ameren Illinois Merger were automatically converted into one share of a newly created series of Ameren Illinois preferred stock having the same payment and redemption terms as the existing series of IP preferred stock, except to the extent that IP preferred stockholders exercised their dissenters' rights in accordance with Illinois law; and (ii) each outstanding share of CIPS common and preferred stock remained outstanding, except to the extent that CIPS preferred stockholders exercised their dissenters' rights in accordance with Illinois law. Stockholders holding 8,337 shares and 423 shares of CIPS and IP preferred stock, respectively, exercised their dissenter's rights.

In addition, Ameren has 100 million shares of $0.01 par value preferred stock authorized, with no shares outstanding. Ameren Missouri has 7.5 million shares of $1 par value preference stock authorized, with no such preference stock outstanding. Ameren Illinois has 2.6 million shares of no par value preferred stock authorized, with no shares outstanding.

Ameren

A Form S-3 registration statement was filed by Ameren with the SEC in June 2011, authorizing the offering of 6 million additional shares of its common stock under DRPlus. Shares of common stock sold under DRPlus are, at Ameren's option, newly issued shares, treasury shares, or shares purchased in the open market or in privately negotiated transactions. In 2012, Ameren plans for shares to be purchased in the open market for DRPlus and its 401(k) plan. Under DRPlus and its 401(k) plan, Ameren issued 2.2 million, 3.0 million, and 3.2 million shares of common stock in 2011, 2010, and 2009, respectively, which were valued at $65 million, $80 million, and $82 million for the respective years.

In February 2010, CILCORP completed a covenant defeasance of its remaining outstanding 9.375% senior bonds due 2029 by depositing $3 million in U.S. government obligations and cash with the indenture trustee. This deposit will be used solely to satisfy the principal and remaining interest obligations on these bonds. In connection with this covenant defeasance, the lien on the capital stock of CILCO securing these bonds was released.

Ameren Missouri

In August 2010, Ameren Missouri redeemed all $33 million of its $7.64 Series preferred stock at $100.85 per share, plus accrued and unpaid dividends.

In September 2010, Ameren Missouri redeemed all $66 million of its 7.69% Series A subordinated deferrable interest debentures at a redemption price of 102.692% of the principal amount plus accrued interest.

Ameren Illinois

In June 2011, Ameren Illinois' 6.625% $150 million senior secured notes matured and were repaid and retired using available cash on hand.

In August 2010, Ameren Illinois (formerly CILCO) redeemed all of the 111,264 outstanding shares of its 4.50% Series preferred stock at $110 per share and all of the 79,940 shares of its 4.64% Series preferred stock at $102 per share, plus, in each case, accrued and unpaid dividends. These preferred shares were redeemed in connection with the Ameren Illinois Merger.

In September 2010, Ameren Illinois (formerly CIPS) redeemed all $40 million of its 7.61% Series 1997-2 first mortgage bonds at a redemption price of 101.52% of the principal amount, plus accrued interest. These bonds were redeemed in connection with the Ameren Illinois Merger.

In September 2010, Ameren contributed to the capital of Ameren Illinois (formerly IP), without the payment of any consideration, all of the IP preferred stock owned by Ameren ($33 million). IP cancelled these preferred shares. This transaction was completed in connection with the Ameren Illinois Merger.

See Note 16 – Corporate Reorganization and Discontinued Operations for additional information.

Genco

In November 2010, Genco's $200 million 8.35% senior notes matured and were retired with available cash on hand.

Indenture Provisions and Other Covenants

Ameren Missouri's and Ameren Illinois' indentures 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. However, 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 and dividend coverage ratios and bonds and preferred stock issuable as of December 31, 2011, at an assumed interest rate of 6% and dividend rate of 7%.

	Required Interest Coverage Ratio(a)	Actual Interest Coverage Ratio		Bonds Issuable(b)			Required Dividend Coverage Ratio(c)	Actual Dividend Coverage Ratio		Preferred Stock Issuable
Ameren Missouri	³2.0		3.2	$	1,971		³2.5		84.9	$	1,610
Ameren Illinois	³2.0		7.2		3,335	(d)	³1.5		3.1		203

(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 $89 million and $765 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 company's 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.

Ameren's indenture does not require Ameren to comply with any quantitative financial covenants. The indenture does, however, include certain cross-default provisions. Specifically, either (1) the failure by Ameren to pay when due and upon expiration of any applicable grace period any portion of any Ameren indebtedness in excess of $25 million or (2) the acceleration upon default of the maturity of any Ameren indebtedness in excess of $25 million under any indebtedness agreement, including the 2010 Credit Agreements, constitutes a default under the indenture, unless such past due or accelerated debt is discharged or the acceleration is rescinded or annulled within a specified period.

Ameren Missouri, Ameren Illinois, Genco and certain other nonregistrant Ameren subsidiaries are subject to Section 305(a) of the Federal Power Act, which makes it unlawful for any officer or director of a public utility, as defined in the Federal Power Act, to participate in the making or paying of any dividend from any funds "properly included in capital account." The meaning of this limitation has never been clarified under the Federal Power Act or FERC regulations. However, FERC has consistently interpreted the provision to allow dividends to be paid as long as (1) the source of the dividends is clearly disclosed, (2) the dividends are not excessive, and (3) there is no self-dealing on the part of corporate officials. At a minimum, Ameren believes that dividends can be paid by its subsidiaries that are public utilities from net income and retained earnings. In addition, under Illinois law, Ameren Illinois may not pay any dividend on their respective stock, unless, among other things, their respective earnings and earned surplus are sufficient to declare and pay a dividend after provision is made for reasonable and proper reserves, or unless Ameren Illinois has specific authorization from the ICC.

Ameren Illinois' articles of incorporation require its dividend payments on common stock to be based on ratios of common stock to total capitalization and other provisions related to certain operating expenses and accumulations of earned surplus. Ameren Illinois committed to FERC to maintain a minimum 30% ratio of common stock equity to total capitalization after the Ameren Illinois Merger and AERG distribution. As of December 31, 2011, Ameren Illinois' ratio of common stock equity to total capitalization was 58%.

Genco's indenture includes provisions that require Genco to maintain certain interest coverage and debt-to-capital ratios in order for Genco to pay dividends, to make principal or interest payments on subordinated borrowings, to make loans to or investments in affiliates, or to incur additional external, third-party indebtedness. The following table summarizes these ratios for the 12 months ended and as of December 31, 2011:

	Required Interest Coverage Ratio	Actual Interest Coverage Ratio		Required Debt-to- Capital Ratio	Actual Debt-to- Capital Ratio
Genco	³1.75(a)/2.50(b)		4.3	£60% (b)		43	%

(a) A minimum interest coverage ratio of 1.75 is required for Genco to make certain restricted payments, as defined, including specified dividend payments and, principal and interest payments on subordinated borrowings. As of the date of the restricted payment, the minimum ratio must have been achieved for the most recently ended four fiscal quarters and projected by management to be achieved for each of the subsequent four six-month periods. Investments in the non-state-regulated subsidiary money pool and repayments of non-state-regulated subsidiary money pool borrowings are not subject to this incurrence test.

(b) A minimum interest coverage ratio of 2.50 for the most recently ended four fiscal quarters and a debt-to-capital ratio of no greater than 60% are required for Genco to incur additional indebtedness, as defined, other than permitted indebtedness, as defined, for borrowed money. The ratios must be computed on a pro forma basis considering the additional indebtedness to be incurred and the related interest expense. Non-state-regulated subsidiary money pool borrowings are defined as permitted indebtedness and are not subject to these incurrence tests. Credit facility borrowings, including borrowings under the 2010 Genco Credit Agreement, and other borrowings from third-party, external sources are included in the definition of indebtedness and are subject to these incurrence tests.

Genco's debt incurrence-related ratio restrictions under its indenture may be disregarded if both Moody's and S&P reaffirm the ratings of Genco in place at the time of the debt incurrence after considering the additional indebtedness.

In order for the Ameren Companies to issue securities in the future, they will have to comply with all applicable requirements in effect at the time of any such issuances.

Off-Balance-Sheet Arrangements

At December 31, 2011, none of the Ameren Companies had any off-balance-sheet financing arrangements, other than operating leases entered into in the ordinary course of business. None of the Ameren Companies expect to engage in any significant off-balance-sheet financing arrangements in the near future.

Union Electric Company [Member]

Long-Term Debt And Equity Financings

NOTE 5 – LONG-TERM DEBT AND EQUITY FINANCINGS

The following table presents long-term debt outstanding for the Ameren Companies as of December 31, 2011, and 2010:

	2011			2010
Ameren (Parent):
8.875% Senior unsecured notes due 2014	$	425		$	425
Less: Unamortized discount and premium		(1	)		(2	)
Long-term debt, net	$	424		$	423
Ameren Missouri:
Senior secured notes:(a)
5.25% Senior secured notes due 2012	$	173		$	173
4.65% Senior secured notes due 2013		200			200
5.50% Senior secured notes due 2014		104			104
4.75% Senior secured notes due 2015		114			114
5.40% Senior secured notes due 2016		260			260
6.40% Senior secured notes due 2017		425			425
6.00% Senior secured notes due 2018(b)		250			250
5.10% Senior secured notes due 2018		200			200
6.70% Senior secured notes due 2019(b)		450			450
5.10% Senior secured notes due 2019		300			300
5.00% Senior secured notes due 2020		85			85
5.50% Senior secured notes due 2034		184			184
5.30% Senior secured notes due 2037		300			300
8.45% Senior secured notes due 2039(b)		350			350
Environmental improvement and pollution control revenue bonds:
1992 Series due 2022(c)(d)		47			47
1993 5.45% Series due 2028(e)		44			44
1998 Series A due 2033(c)(d)		60			60
1998 Series B due 2033(c)(d)		50			50
1998 Series C due 2033(c)(d)		50			50
Capital lease obligations:
City of Bowling Green capital lease (Peno Creek CT)		69			74
Audrain County capital lease (Audrain County CT)		240			240
Total long-term debt, gross		3,955			3,960
Less: Unamortized discount and premium		(5	)		(6	)
Less: Maturities due within one year		(178	)		(5	)
Long-term debt, net	$	3,772		$	3,949
Ameren Illinois:
Senior secured notes:
6.625% Senior secured notes due 2011	$	-		$	150
8.875% Senior secured notes due 2013(f)(h)		150			150
6.20% Senior secured notes due 2016(f)		54			54
6.25% Senior secured notes due 2016(g)		75			75
6.125% Senior secured notes due 2017(g)(i)		250			250
6.25% Senior secured notes due 2018(g)(i)		337			337
9.75% Senior secured notes due 2018(g)(i)		400			400
6.125% Senior secured notes due 2028(g)		60			60
6.70% Senior secured notes due 2036(g)		61			61
6.70% Senior secured notes due 2036(f)		42			42
Environmental improvement and pollution control revenue bonds:
6.20% Series 1992B due 2012(j)		1			1
2000 Series A 5.50% due 2014		51			51
5.90% Series 1993 due 2023(j)		32			32
5.70% 1994A Series due 2024(k)		36			36
1993 Series C-1 5.95% due 2026		35			35
1993 Series C-2 5.70% due 2026		8			8
1993 Series B-1 due 2028(d)		17			17
5.40% 1998A Series due 2028(k)		19			19
5.40% 1998B Series due 2028(k)		33			33
Fair-market value adjustments		5			5
Total long-term debt, gross		1,666			1,816
Less: Unamortized discount and premium		(8	)		(9	)
Less: Maturities due within one year		(1	)		(150	)
Long-term debt, net	$	1,657		$	1,657
Genco:
Unsecured notes:
Senior notes Series F 7.95% due 2032	$	275		$	275
Senior notes Series H 7.00% due 2018		300			300
Senior notes Series I 6.30% due 2020		250			250
Total long-term debt, gross		825			825
Less: Unamortized discount and premium		(1	)		(1	)
Less: Maturities due within one year		-			-
Long-term debt, net	$	824		$	824
Ameren consolidated long-term debt, net	$	6,677		$	6,853

(a) These notes are collaterally secured by first mortgage bonds issued by Ameren Missouri under the UE mortgage indenture. The notes have a fall-away lien provision and will remain secured only as long as any first mortgage bonds issued under the UE mortgage indenture remain outstanding. Redemption, purchase, or maturity of all first mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the first mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Assuming no early redemption of outstanding bonds or notes, we do not expect the first mortgage bond lien protection associated with these notes to fall away until 2039.

(b) Ameren Missouri has agreed not to affect the release of first mortgage bonds securing these notes at any time during the life of these notes.

(c) These notes are secured by first mortgage bonds issued by Ameren Missouri under the UE mortgage indenture and have a fall-away lien provision similar to that of the company's senior secured notes. The notes are also backed by an insurance guarantee policy.

(d) Interest rates, and periods during which such rates apply, vary depending on our selection of defined rate modes. Maximum interest rates could range up to 18% depending on the series of bonds. The average interest rates for 2011 and 2010 were as follows:

	2011	2010
Ameren Missouri 1992 Series	0.34%	0.47%
Ameren Missouri 1998 Series A	0.69%	0.71%
Ameren Missouri 1998 Series B	0.68%	0.73%
Ameren Missouri 1998 Series C	0.69%	0.74%
Ameren Illinois 1993 Series B-1	0.28%	0.59%

(e) These notes are first mortgage bonds issued by Ameren Missouri under the UE mortgage bond indenture and are secured by substantially all Ameren Missouri property and franchises. The notes are callable at 100% of par value.

(f) These notes are collaterally secured by first mortgage bonds issued by Ameren Illinois under the CILCO mortgage indenture. The notes have a fall-away lien provision and will remain secured only as long as any series of first mortgage bonds issued under the CILCO mortgage indenture remain outstanding. Redemption, purchase, or maturity of all first mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the first mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Assuming no early redemption of outstanding bonds or notes, we do not expect the first mortgage bond lien protection associated with these notes to fall away until 2023.

(g) These notes are collaterally secured by mortgage bonds issued by Ameren Illinois under the IP mortgage indenture. The notes have a fall-away lien provision and will remain secured only as long as any series of first mortgage bonds issued under the IP mortgage indenture remain outstanding. Redemption, purchase, or maturity of all mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Assuming no early redemption of outstanding bonds or notes, we do not expect the mortgage bond lien protection associated with these notes to fall away until 2028.

(h) Ameren Illinois has agreed not to affect a release of CILCO first mortgage bonds securing these notes at any time during the life of these notes.

(i) Ameren Illinois has agreed not to affect a release of IP mortgage bonds securing these notes at any time during the life of these notes.

(j) These notes are first mortgage bonds issued by Ameren Illinois under the CILCO mortgage indenture and are secured by substantially all property of the former CILCO. The notes are callable at 100% of par value.

(k) These notes are mortgage bonds issued by Ameren Illinois under the IP mortgage indenture and are secured by substantially all property of the former IP and CIPS. The notes are callable at 100% of par value. The notes are also backed by an insurance guarantee policy.

The following table presents the aggregate maturities of long-term debt, including current maturities, for the Ameren Companies at December 31, 2011:

	Ameren   (Parent)(a)		Ameren Missouri(a)		Ameren Illinois(a)(b)		Genco(a)		Ameren Consolidated
2012	$	-	$	178	$	1	$	-	$	179
2013		-		205		150		-		355
2014		425		109		51		-		585
2015		-		120		-		-		120
2016		-		266		129		-		395
Thereafter		-		3,077		1,330		825		5,232
Total	$	425	$	3,955	$	1,661	$	825	$	6,866

(a) Excludes unamortized discount and premium of $1 million, $5 million, $8 million and $1 million at Ameren (Parent), Ameren Missouri, Ameren Illinois and Genco, respectively.

(b) Excludes $5 million related to Ameren Illinois' long-term debt fair-market value adjustments, which are being amortized to interest expense over the remaining life of the debt.

All of the Ameren Companies expect to fund maturities of long-term debt, short-term borrowings, credit facility borrowings, commercial paper and contractual obligations through a combination of cash flow from operations and external financing. See Note 4 – Short-Term Debt and Liquidity for a discussion of external financing availability.

All classes of Ameren Missouri's and Ameren Illinois' preferred stock are entitled to cumulative dividends and have voting rights. The following table presents the outstanding preferred stock of Ameren Missouri and Ameren Illinois that is not subject to mandatory redemption. The preferred stock is redeemable, at the option of the issuer, at the prices shown below as of December 31, 2011 and 2010:

		Redemption Price (per share)		2011		2010
Ameren Missouri:
Without par value and stated value of $100 per share, 25 million shares authorized
$3.50 Series	130,000 shares	$	110.00	$	13	$	13
$3.70 Series	40,000 shares		104.75		4		4
$4.00 Series	150,000 shares		105.625		15		15
$4.30 Series	40,000 shares		105.00		4		4
$4.50 Series	213,595 shares		110.00(a)		21		21
$4.56 Series	200,000 shares		102.47		20		20
$4.75 Series	20,000 shares		102.176		2		2
$5.50 Series A	14,000 shares		110.00		1		1
Total				$	80	$	80
Ameren Illinois:
With par value of $100 per share, 2 million shares authorized
4.00% Series	144,275 shares	$	101.00	$	14	$	14
4.08% Series	45,224 shares		103.00		5		5
4.20% Series	23,655 shares		104.00		2		2
4.25% Series	50,000 shares		102.00		5		5
4.26% Series	16,621 shares		103.00		2		2
4.42% Series	16,190 shares		103.00		2		2
4.70% Series	18,429 shares		103.00		2		2
4.90% Series	73,825 shares		102.00		7		7
4.92% Series	49,289 shares		103.50		5		5
5.16% Series	50,000 shares		102.00		5		5
6.625% Series	124,273.75 shares		100.00		12		12
7.75% Series	4,542 shares		100.00		1		1
Total				$	62	$	62
Total Ameren				$	142	$	142

(a) In the event of voluntary liquidation, $105.50.

Pursuant to the Ameren Illinois Merger: (i) every two shares of each series of IP preferred stock outstanding immediately prior to the Ameren Illinois Merger were automatically converted into one share of a newly created series of Ameren Illinois preferred stock having the same payment and redemption terms as the existing series of IP preferred stock, except to the extent that IP preferred stockholders exercised their dissenters' rights in accordance with Illinois law; and (ii) each outstanding share of CIPS common and preferred stock remained outstanding, except to the extent that CIPS preferred stockholders exercised their dissenters' rights in accordance with Illinois law. Stockholders holding 8,337 shares and 423 shares of CIPS and IP preferred stock, respectively, exercised their dissenter's rights.

In addition, Ameren has 100 million shares of $0.01 par value preferred stock authorized, with no shares outstanding. Ameren Missouri has 7.5 million shares of $1 par value preference stock authorized, with no such preference stock outstanding. Ameren Illinois has 2.6 million shares of no par value preferred stock authorized, with no shares outstanding.

Ameren

A Form S-3 registration statement was filed by Ameren with the SEC in June 2011, authorizing the offering of 6 million additional shares of its common stock under DRPlus. Shares of common stock sold under DRPlus are, at Ameren's option, newly issued shares, treasury shares, or shares purchased in the open market or in privately negotiated transactions. In 2012, Ameren plans for shares to be purchased in the open market for DRPlus and its 401(k) plan. Under DRPlus and its 401(k) plan, Ameren issued 2.2 million, 3.0 million, and 3.2 million shares of common stock in 2011, 2010, and 2009, respectively, which were valued at $65 million, $80 million, and $82 million for the respective years.

In February 2010, CILCORP completed a covenant defeasance of its remaining outstanding 9.375% senior bonds due 2029 by depositing $3 million in U.S. government obligations and cash with the indenture trustee. This deposit will be used solely to satisfy the principal and remaining interest obligations on these bonds. In connection with this covenant defeasance, the lien on the capital stock of CILCO securing these bonds was released.

Ameren Missouri

In August 2010, Ameren Missouri redeemed all $33 million of its $7.64 Series preferred stock at $100.85 per share, plus accrued and unpaid dividends.

In September 2010, Ameren Missouri redeemed all $66 million of its 7.69% Series A subordinated deferrable interest debentures at a redemption price of 102.692% of the principal amount plus accrued interest.

Ameren Illinois

In June 2011, Ameren Illinois' 6.625% $150 million senior secured notes matured and were repaid and retired using available cash on hand.

In August 2010, Ameren Illinois (formerly CILCO) redeemed all of the 111,264 outstanding shares of its 4.50% Series preferred stock at $110 per share and all of the 79,940 shares of its 4.64% Series preferred stock at $102 per share, plus, in each case, accrued and unpaid dividends. These preferred shares were redeemed in connection with the Ameren Illinois Merger.

In September 2010, Ameren Illinois (formerly CIPS) redeemed all $40 million of its 7.61% Series 1997-2 first mortgage bonds at a redemption price of 101.52% of the principal amount, plus accrued interest. These bonds were redeemed in connection with the Ameren Illinois Merger.

In September 2010, Ameren contributed to the capital of Ameren Illinois (formerly IP), without the payment of any consideration, all of the IP preferred stock owned by Ameren ($33 million). IP cancelled these preferred shares. This transaction was completed in connection with the Ameren Illinois Merger.

See Note 16 – Corporate Reorganization and Discontinued Operations for additional information.

Genco

In November 2010, Genco's $200 million 8.35% senior notes matured and were retired with available cash on hand.

Indenture Provisions and Other Covenants

Ameren Missouri's and Ameren Illinois' indentures 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. However, 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 and dividend coverage ratios and bonds and preferred stock issuable as of December 31, 2011, at an assumed interest rate of 6% and dividend rate of 7%.

	Required Interest Coverage Ratio(a)	Actual Interest Coverage Ratio		Bonds Issuable(b)			Required Dividend Coverage Ratio(c)	Actual Dividend Coverage Ratio		Preferred Stock Issuable
Ameren Missouri	³2.0		3.2	$	1,971		³2.5		84.9	$	1,610
Ameren Illinois	³2.0		7.2		3,335	(d)	³1.5		3.1		203

(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 $89 million and $765 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 company's 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.

Ameren's indenture does not require Ameren to comply with any quantitative financial covenants. The indenture does, however, include certain cross-default provisions. Specifically, either (1) the failure by Ameren to pay when due and upon expiration of any applicable grace period any portion of any Ameren indebtedness in excess of $25 million or (2) the acceleration upon default of the maturity of any Ameren indebtedness in excess of $25 million under any indebtedness agreement, including the 2010 Credit Agreements, constitutes a default under the indenture, unless such past due or accelerated debt is discharged or the acceleration is rescinded or annulled within a specified period.

Ameren Missouri, Ameren Illinois, Genco and certain other nonregistrant Ameren subsidiaries are subject to Section 305(a) of the Federal Power Act, which makes it unlawful for any officer or director of a public utility, as defined in the Federal Power Act, to participate in the making or paying of any dividend from any funds "properly included in capital account." The meaning of this limitation has never been clarified under the Federal Power Act or FERC regulations. However, FERC has consistently interpreted the provision to allow dividends to be paid as long as (1) the source of the dividends is clearly disclosed, (2) the dividends are not excessive, and (3) there is no self-dealing on the part of corporate officials. At a minimum, Ameren believes that dividends can be paid by its subsidiaries that are public utilities from net income and retained earnings. In addition, under Illinois law, Ameren Illinois may not pay any dividend on their respective stock, unless, among other things, their respective earnings and earned surplus are sufficient to declare and pay a dividend after provision is made for reasonable and proper reserves, or unless Ameren Illinois has specific authorization from the ICC.

Ameren Illinois' articles of incorporation require its dividend payments on common stock to be based on ratios of common stock to total capitalization and other provisions related to certain operating expenses and accumulations of earned surplus. Ameren Illinois committed to FERC to maintain a minimum 30% ratio of common stock equity to total capitalization after the Ameren Illinois Merger and AERG distribution. As of December 31, 2011, Ameren Illinois' ratio of common stock equity to total capitalization was 58%.

Genco's indenture includes provisions that require Genco to maintain certain interest coverage and debt-to-capital ratios in order for Genco to pay dividends, to make principal or interest payments on subordinated borrowings, to make loans to or investments in affiliates, or to incur additional external, third-party indebtedness. The following table summarizes these ratios for the 12 months ended and as of December 31, 2011:

	Required Interest Coverage Ratio	Actual Interest Coverage Ratio		Required Debt-to- Capital Ratio	Actual Debt-to- Capital Ratio
Genco	³1.75(a)/2.50(b)		4.3	£60% (b)		43	%

(a) A minimum interest coverage ratio of 1.75 is required for Genco to make certain restricted payments, as defined, including specified dividend payments and, principal and interest payments on subordinated borrowings. As of the date of the restricted payment, the minimum ratio must have been achieved for the most recently ended four fiscal quarters and projected by management to be achieved for each of the subsequent four six-month periods. Investments in the non-state-regulated subsidiary money pool and repayments of non-state-regulated subsidiary money pool borrowings are not subject to this incurrence test.

(b) A minimum interest coverage ratio of 2.50 for the most recently ended four fiscal quarters and a debt-to-capital ratio of no greater than 60% are required for Genco to incur additional indebtedness, as defined, other than permitted indebtedness, as defined, for borrowed money. The ratios must be computed on a pro forma basis considering the additional indebtedness to be incurred and the related interest expense. Non-state-regulated subsidiary money pool borrowings are defined as permitted indebtedness and are not subject to these incurrence tests. Credit facility borrowings, including borrowings under the 2010 Genco Credit Agreement, and other borrowings from third-party, external sources are included in the definition of indebtedness and are subject to these incurrence tests.

Genco's debt incurrence-related ratio restrictions under its indenture may be disregarded if both Moody's and S&P reaffirm the ratings of Genco in place at the time of the debt incurrence after considering the additional indebtedness.

In order for the Ameren Companies to issue securities in the future, they will have to comply with all applicable requirements in effect at the time of any such issuances.

Off-Balance-Sheet Arrangements

At December 31, 2011, none of the Ameren Companies had any off-balance-sheet financing arrangements, other than operating leases entered into in the ordinary course of business. None of the Ameren Companies expect to engage in any significant off-balance-sheet financing arrangements in the near future.