## Table 0 ##
(a) Genco and CILCORP had no preferred stock outstanding.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A and ITEM 9A(T).
CONTROLS AND PROCEDURES.
Each of the Ameren Companies was required to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and related SEC regulations as to management’s assessment of internal control over financial reporting for the 2008 fiscal year.
(a) Evaluation of Disclosure Controls and Procedures As of December 31, 2008, 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 registrant’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act).
Based upon those evaluations, the principal executive officer and 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 registrant’s reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to its management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure.
(b) Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, an evaluation was conducted of the effectiveness of each of the Ameren Companies’ internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
After making that evaluation under the framework in Internal Control - Integrated Framework issued by the COSO, management concluded that each of the Ameren Companies’ internal control over financial reporting was effective as of December 31, 2008.
The effectiveness of Ameren’s internal control over financial reporting as of December 31, 2008, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report herein under Part II, Item 8.
This annual report does not include an attestation report of UE’s, Genco’s, CIPS’, CILCO’s, CILCORP’s or IP’s (the Subsidiary Registrants) independent registered public accounting firm regarding internal control over financial reporting.
Management’s report for the Subsidiary Registrants was not subject to attestation by the independent registered public accounting firm because temporary rules of the SEC permit the company to provide only management’s report in this annual report.
Dividends Ameren paid to its shareholders common stock dividends totaling $534 million, or $2.54 per share, in 2008, $527 million, or $2.54 per share, in 2007, and $522 million, or $2.54 per share, in 2006.
This resulted in a payout rate based on net income of 88% in 2008, 85% in 2007, and 95% in 2006.
Dividends paid to common shareholders in relation to net cash provided by operating activities for the same periods were 35% in 2008, 48% in 2007 and 41% in 2006.
On February 13, 2009, the board of directors of Ameren declared a quarterly dividend on Ameren’s common stock of 38.5 cents per share, payable on March 31, 2009, to shareholders of record on March 11, 2009.
The board’s action was consistent with an annualized dividend of $1.54 per share, or a 39% reduction from the previous annual dividend level of $2.54 per share.
The new annualized dividend rate of $1.54 per share would represent a payout rate of 53% based on 2008 net income.
The amount and timing of dividends payable on Ameren’s common stock are within the sole discretion of Ameren’s board of directors.
The board of directors has not set specific targets or payout parameters when declaring common stock dividends.
However, as it has done in the past, the board of directors is expected to consider various issues, including Ameren’s overall payout ratio, payout ratios of our peers, projected cash flow and potential future cash flow requirements, historical earnings and cash flow, projected earnings, return on investments with similar risk characteristics, impacts of regulatory orders or legislation, and other key business considerations.
Certain of our financial agreements and corporate organizational documents contain covenants and conditions that, among other things, restrict the Ameren Companies’ payment of dividends in certain circumstances.
At December 31, 2008, except as discussed below with respect to the 2007 $500 million credit facility and the 2006 $500 million credit facility, none of these circumstances existed at the Ameren Companies and, as a result, they were allowed to pay dividends.
UE would be restricted as to dividend payments on its common and preferred stock if it were to extend or defer interest payments on its subordinated debentures.
CIPS’ 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.
Genco’s indenture includes restrictions that prohibit it from making any dividend payments on common stock if debt service coverage ratios are below a defined threshold.
CILCORP has common and preferred stock dividend payment restrictions if leverage ratio and interest coverage ratio thresholds are not met, or if CILCORP’s senior longterm debt does not have the ratings described in its indenture.
CILCO has restrictions in its articles of incorporation on dividend payments on common stock relative to the ratio of its balance of retained earnings to the annual dividend requirement on its preferred stock.
The 2007 $500 million credit facility and the 2006 $500 million credit facility limit CIPS, CILCORP, CILCO and IP to common and preferred stock dividend payments of $10 million per year each if CIPS’, CILCO’s or IP’s senior secured long-term debt securities or first mortgage bonds, or CILCORP’s senior unsecured long-term debt securities, have received a below investment-grade credit rating from either Moody’s or S&P.
With respect to AERG, which currently is not rated by Moody’s or S&P, the common and preferred stock dividend restriction will not apply if its ratio of consolidated total debt to consolidated operating cash flow, pursuant to a calculation defined in the facilities, is less than or equal to 3.0 to 1.
CILCORP’s senior unsecured credit ratings from Moody’s and S&P are below investmentgrade, causing it to be subject to this dividend payment limitation.
As of December 31, 2008, AERG failed to meet the debt-to-operating cash flow ratio test in the 2007 and 2006 $500 million credit facilities.
AERG therefore is currently limited in its ability to pay dividends to a maximum of $10 million per fiscal year.
The other borrowers thereunder are not currently limited in their dividend payments by this provision of the 2007 or 2006 $500 million credit facilities.
The following table presents common stock dividends paid by Ameren Corporation and by Ameren’s subsidiaries to their respective parents.
## Table 1 ##
(a) CILCO paid to CILCORP dividends of $- million, $- million and $65 million for the years ended December 31, 2008, 2007 and 2006, respectively.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risk is the risk of changes in value of a physical asset or a financial instrument, derivative or nonderivative, caused by fluctuations in market variables such as interest rates, commodity prices, and equity security prices.
A derivative is a contract whose value is dependent on, or derived from, the value of some underlying asset.
The following discussion of our risk management activities includes forward-looking statements that involve risks and uncertainties.
Actual results could differ materially from those projected in the forward-looking statements.
We handle market risks in accordance with established policies, which may include entering into various derivative transactions.
In the normal course of business, we also face risks that are either nonfinancial or nonquantifiable.
Such risks, principally business, legal and operational risks, are not part of the following discussion.
Our risk management objective is to optimize our physical generating assets and to pursue market opportunities within prudent risk parameters.
Our risk management policies are set by a risk management steering committee, which is composed of senior-level Ameren officers.
Interest Rate Risk We are exposed to market risk through changes in interest rates associated with: ‰ long-term and short-term variable-rate debt; ‰ fixed-rate debt; ‰ commercial paper; and ‰ auction-rate long-term debt.
We manage our interest rate exposure by controlling the amount of these instruments we have within our total capitalization portfolio and by monitoring the effects of market changes in interest rates.
The following table presents the estimated increase in our annual interest expense and decrease in net income if interest rates were to increase by 1% on variable-rate debt outstanding at December 31, 2008:
## Table 2 ##
(a) Calculations are based on an effective tax rate of 38%.
(b) Includes intercompany eliminations.
(c) Less than $1 million.
The estimated changes above do not consider potential reduced overall economic activity that would exist in such an environment.
In the event of a significant change in interest rates, management would probably act to further mitigate our exposure to this market risk.
However, due to the uncertainty of the specific actions that would be taken and their possible effects, this sensitivity analysis assumes no change in our financial structure.
Insured Tax-exempt Auction-Rate Bonds Certain auction-rate tax-exempt environmental improvement and pollution control revenue bonds previously issued for the benefit of UE, CIPS, CILCO and IP through governmental authorities were insured by “monoline” bond insurers.
See Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of this report for a description and details of this indebtedness.
As a result of developments in the capital markets with respect to residential mortgage-backed securities and collateralized debt obligations, the credit rating agencies have downgraded the credit ratings of the monoline bond insurers that insured such securities.
As a result, our insured auction-rate bonds were similarly downgraded.
In 2008, we experienced higher interest expense and/or “failed auctions,” in which there were not sufficient clearing bids in an auction to set the interest rate for a portion of our auction-rate bonds.
According to press reports, many other series of auction-rate securities similarly experienced “failed auctions.
” To mitigate the effect of these credit ratings downgrades and the resulting impact on the interest rates of our auction-rate tax-exempt environmental improvement and pollution control revenue bonds, we redeemed all of UE’s, CIPS’, CILCO’s and IP’s outstanding auction-rate bonds, except for UE’s 1992 Series and 1998 Series A, B and C bonds, which had an aggregate balance of $207 million at December 31, 2008, and interest rates ranging from 1.313% to 9.975% during the year ended December 31, 2008.
In April 2008, UE and IP issued senior secured notes in the principal amount of $250 million and $337 million, respectively, to refinance their auction-rate indebtedness.
See Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of this report for a description of these redemptions and refinancings.
Credit Risk Credit risk represents the loss that would be recognized if counterparties fail to perform as contracted.
NYMEX-traded futures contracts are supported by the financial and credit quality of the clearing members of the NYMEX and have nominal credit risk.
In all other transactions, we are exposed to credit risk in the event of nonperformance by the counterparties to the transaction.
Our physical and financial instruments are subject to credit risk consisting of trade accounts receivables and executory contracts with market risk exposures.
The risk associated with trade receivables is mitigated by the large number of customers in a broad range of industry groups who make up our customer base.
In the ordinary course of business, based on our evaluations of certain geologic trends and prospective economics, we have allowed certain lease acreage to expire and may allow additional acreage to expire in the future.
If production is not established or we take no other action to extend the terms of the leases, licenses, or concessions, undeveloped acreage listed in the table below will expire over the next three years.
We plan to continue the terms of many of these licenses and concession areas or retain leases through operational or administrative actions.
## Table 3 ##
Marketing and Midstream Our E&P segment includes activities related to the marketing and transportation of substantially all of our liquid hydrocarbon and natural gas production.
These activities include the transportation of production to market centers, the sale of commodities to third parties and storage of production.
We balance our various sales, storage and transportation positions through what we call supply optimization, which can include the purchase of commodities from third parties for resale.
Supply optimization serves to aggregate volumes in order to satisfy transportation commitments and to achieve flexibility within product types and delivery points.
As discussed previously, we currently own and operate gathering systems and other midstream assets in some of our production areas.
We are continually evaluating value-added investments in midstream infrastructure or in capacity in third-party systems.
Delivery Commitments We have committed to deliver quantities of crude oil and natural gas to customers under a variety of contracts.
As of December 31, 2012, those contracts for fixed and determinable amounts relate primarily to Eagle Ford liquid hydrocarbon production.
A minimum of 54 mbbld is to be delivered at variable pricing through mid-2017 under two contracts.
Our current production rates and proved reserves related to the Eagle Ford shale are sufficient to meet these commitments, but the contracts also provide for a monetary shortfall penalty or delivery of third-party volumes.
Oil Sands Mining Segment We hold a 20 percent non-operated interest in the AOSP, an oil sands mining and upgrading joint venture located in Alberta, Canada.
The joint venture produces bitumen from oil sands deposits in the Athabasca region utilizing mining techniques and upgrades the bitumen to synthetic crude oils and vacuum gas oil.
The AOSP’s mining and extraction assets are located near Fort McMurray, Alberta and include the Muskeg River and the Jackpine mines.
Gross design capacity of the combined mines is 255,000 (51,000 net to our interest) barrels of bitumen per day.
The AOSP base and expansion 1 Scotford upgrader is at Fort Saskatchewan, northeast of Edmonton, Alberta.
As of December 31, 2012, we own or have rights to participate in developed and undeveloped leases totaling approximately 216,000 gross (43,000 net) acres.
The underlying developed leases are held for the duration of the project, with royalties payable to the province of Alberta.
The five year AOSP Expansion 1 was completed in 2011.
The Jackpine mine commenced production under a phased startup in the third quarter of 2010 and began supplying oil sands ore to the base processing facility in the fourth quarter of 2010.
The upgrader expansion was completed and commenced operations in the second quarter of 2011.
Synthetic crude oil sales volumes for 2012 were 47 mbbld and net of royalty production was 41 mbbld.
Phase one of debottlenecking opportunities was approved in 2011 and is expected to be completed in the second quarter of 2013.
Future expansions and additional debottlenecking opportunities remain under review with no formal approvals expected until 2014.
Current AOSP operations use established processes to mine oil sands deposits from an open-pit mine, extract the bitumen and upgrade it into synthetic crude oils.
Ore is mined using traditional truck and shovel mining techniques.
The mined ore passes through primary crushers to reduce the ore chunks in size and is then sent to rotary breakers where the ore chunks are further reduced to smaller particles.
The particles are combined with hot water to create slurry.
The slurry moves through the extraction

<table><tr><td> Quarter Ended</td><td> Operating Revenues</td><td> Operating Income (Loss)</td><td>Net Income (Loss)</td><td>Net Income (Loss) Available to Common Stockholder</td></tr><tr><td> CILCO</td><td></td><td></td><td></td><td></td></tr><tr><td>March 31, 2008</td><td>$345</td><td>$48</td><td>$26</td><td>$ 26</td></tr><tr><td>March 31, 2007</td><td>315</td><td>47</td><td>27</td><td>27</td></tr><tr><td>June 30, 2008</td><td>232</td><td>22</td><td>12</td><td>11</td></tr><tr><td>June 30, 2007</td><td>226</td><td>39</td><td>21</td><td>20</td></tr><tr><td>September 30, 2008</td><td>264</td><td>43</td><td>24</td><td>24</td></tr><tr><td>September 30, 2007</td><td>211</td><td>23</td><td>10</td><td>10</td></tr><tr><td>December 31, 2008</td><td>306</td><td>19</td><td>7</td><td>7</td></tr><tr><td>December 31, 2007</td><td>259</td><td>34</td><td>18</td><td>17</td></tr><tr><td> IP</td><td></td><td></td><td></td><td></td></tr><tr><td>March 31, 2008</td><td>$503</td><td>$27</td><td>$3</td><td>$ 2</td></tr><tr><td>March 31, 2007</td><td>515</td><td>40</td><td>15</td><td>14</td></tr><tr><td>June 30, 2008</td><td>360</td><td>8</td><td>-10</td><td>-10</td></tr><tr><td>June 30, 2007</td><td>365</td><td>29</td><td>7</td><td>7</td></tr><tr><td>September 30, 2008</td><td>353</td><td>29</td><td>5</td><td>4</td></tr><tr><td>September 30, 2007</td><td>356</td><td>8</td><td>-4</td><td>-5</td></tr><tr><td>December 31, 2008</td><td>480</td><td>39</td><td>7</td><td>7</td></tr><tr><td>December 31, 2007</td><td>410</td><td>32</td><td>8</td><td>8</td></tr></table>
<table><tr><td></td><td> 2008</td><td> 2007</td><td> 2006</td></tr><tr><td>UE</td><td>$264</td><td>$267</td><td>$249</td></tr><tr><td>CIPS</td><td>-</td><td>40</td><td>50</td></tr><tr><td>Genco</td><td>101</td><td>113</td><td>113</td></tr><tr><td>CILCORP<sup>(a)</sup></td><td>-</td><td>-</td><td>50</td></tr><tr><td>IP</td><td>60</td><td>61</td><td>-</td></tr><tr><td>Nonregistrants</td><td>109</td><td>46</td><td>60</td></tr><tr><td>Dividends paid by Ameren</td><td>$534</td><td>$527</td><td>$522</td></tr></table>
<table><tr><td></td><td>Interest Expense</td><td>Net Income (a)</td></tr><tr><td>Ameren<sup>(b)</sup></td><td>$14</td><td>$-9</td></tr><tr><td>UE</td><td>6</td><td>-3</td></tr><tr><td>CIPS</td><td>1</td><td>-1</td></tr><tr><td>Genco</td><td>1(c)</td><td></td></tr><tr><td>CILCORP</td><td>5</td><td>-3</td></tr><tr><td>CILCO</td><td>3</td><td>-2</td></tr><tr><td>IP(c)</td><td></td><td>(c)</td></tr></table>
<table><tr><td></td><td>Net Undeveloped Acres Expiring</td></tr><tr><td>(In thousands)</td><td>2013</td><td>2014</td><td>2015</td></tr><tr><td>U.S.</td><td>436</td><td>189</td><td>130</td></tr><tr><td>Canada</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Total North America</td><td>436</td><td>189</td><td>130</td></tr><tr><td>E.G.</td><td>—</td><td>36</td><td>—</td></tr><tr><td>Other Africa</td><td>858</td><td>—</td><td>189</td></tr><tr><td>Total Africa</td><td>858</td><td>36</td><td>189</td></tr><tr><td>Total Europe</td><td>—</td><td>216</td><td>1,155</td></tr><tr><td>Other International</td><td>—</td><td>—</td><td>49</td></tr><tr><td>Worldwide</td><td>1,294</td><td>441</td><td>1,523</td></tr></table>

Question: What will Operating Revenues of CILCO be like in 2009 if it develops with the same increasing rate as current?
Answer: 1301.29476