Edgar Filing: Ameren Illinois Co

AEE- 2013.3.31-10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



ý	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2013



¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to



Commission File Number	Exact name of registrant as specified in its charter; State of Incorporation; Address and Telephone Number	IRS Employer Identification No.
1-14756	Ameren Corporation	43-1723446
	(Missouri Corporation)
	1901 Chouteau Avenue
	St. Louis, Missouri 63103
	(314) 621-3222

1-2967	Union Electric Company	43-0559760
	(Missouri Corporation)
	1901 Chouteau Avenue
	St. Louis, Missouri 63103
	(314) 621-3222

1-3672	Ameren Illinois Company	37-0211380
	(Illinois Corporation)
	6 Executive Drive
	Collinsville, Illinois 62234
	(618) 343-8039

Indicate by check mark whether the registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.



Ameren Corporation	Yes	ý	No	¨
Union Electric Company	Yes	ý	No	¨
Ameren Illinois Company	Yes	ý	No	¨

Indicate by check mark whether each registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



Ameren Corporation	Yes	ý	No	¨
Union Electric Company	Yes	ý	No	¨
Ameren Illinois Company	Yes	ý	No	¨

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



	Large Accelerated Filer	Accelerated Filer	Non-Accelerated Filer	Smaller Reporting Company
Ameren Corporation	ý	¨	¨	¨
Union Electric Company	¨	¨	ý	¨
Ameren Illinois Company	¨	¨	ý	¨

Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Ameren Corporation	Yes	¨	No	ý
Union Electric Company	Yes	¨	No	ý
Ameren Illinois Company	Yes	¨	No	ý

The number of shares outstanding of each registrant’s classes of common stock as of April 30, 2013, was as follows:



Ameren Corporation		Common stock, $0.01 par value per share - 242,634,671
Union Electric Company		Common stock, $5 par value per share, held by Ameren Corporation (parent company of the registrant) - 102,123,834
Ameren Illinois Company		Common stock, no par value, held by Ameren Corporation (parent company of the registrant) - 25,452,373

______________________________________________________________________________________________________

This combined Form 10-Q is separately filed by Ameren Corporation, Union Electric Company, and Ameren Illinois Company. Each registrant hereto is filing on its own behalf all of the information contained in this quarterly report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

TABLE OF CONTENTS



		Page
Glossary of Terms and Abbreviations		1

Forward-looking Statements		1

PART I Financial Information

Item 1.	Financial Statements (Unaudited)	3
	Ameren Corporation	3
	Consolidated Statement of Income (Loss)	3
	Consolidated Statement of Comprehensive Income (Loss)	4
	Consolidated Balance Sheet	5
	Consolidated Statement of Cash Flows	6
	Union Electric Company	7
	Statement of Income and Comprehensive Income	7
	Balance Sheet	8
	Statement of Cash Flows	9
	Ameren Illinois Company	10
	Statement of Income and Comprehensive Income	10
	Balance Sheet	11
	Statement of Cash Flows	12
	Combined Notes to Financial Statements	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	55
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	73
Item 4.	Controls and Procedures	76

PART II Other Information

Item 1.	Legal Proceedings	77
Item 1A.	Risk Factors	77
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	78
Item 6.	Exhibits	78

Signatures		80

This Form 10-Q contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements should be read with the cautionary statements and important factors included on pages 1 and 2 of this Form 10-Q under the heading “Forward-looking Statements.” Forward-looking statements are all statements other than statements of historical fact, including those statements that are identified by the use of the words “anticipates,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” and similar expressions.

GLOSSARY OF TERMS AND ABBREVIATIONS

We use the words “our,” “we” or “us” with respect to certain information that relates to Ameren, Ameren Missouri, and Ameren Illinois, collectively. When appropriate, subsidiaries of Ameren Corporation are named specifically as their various business activities are discussed. Refer to the Form 10-K for a complete listing of glossary terms and abbreviations. Only new or significantly changed terms and abbreviations are included below.

AER - Ameren Energy Resources Company, LLC, an Ameren Corporation subsidiary that consists of non-rate-regulated operations, including Genco, AERG, Marketing Company and Medina Valley through March 13, 2013. Medina Valley was distributed from AER to Ameren on March 14, 2013.

Dynegy - Dynegy, Inc.

FCC - Federal Communications Commission, a United States government agency.

Form 10-K - The combined Annual Report on Form 10-K for the year ended December 31, 2012, filed by Ameren, Ameren Missouri, and Ameren Illinois with the SEC.

IPH - Illinois Power Holdings, LLC, an indirect wholly owned subsidiary of Dynegy.

Medina Valley - AmerenEnergy Medina Valley Cogen, LLC, an AER subsidiary through March 13, 2013, which owned a 40-megawatt natural gas-fired electric energy center that was sold in February 2012. This company was distributed from AER to Ameren on March 14, 2013.

MISO - In April 2013, Midwest Independent Transmission System Operator, Inc. changed its name to Midcontinent Independent System Operator, Inc.

New AER - A limited liability company to be formed as a direct wholly owned subsidiary of AER. New AER will be acquired by IPH and will include substantially all of the assets and liabilities of AER, except for certain assets and liabilities retained by Ameren.

FORWARD-LOOKING STATEMENTS

Statements in this report not based on historical facts are considered “forward-looking” and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, strategies, objectives, events, conditions, and financial performance. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are providing this cautionary statement to identify important factors that could cause actual results to differ materially from those anticipated. The following factors, in addition to those discussed under Risk Factors in the Form 10-K and elsewhere in this report and in our other filings with the SEC, could cause actual results to differ

materially from management expectations suggested in such forward-looking statements:


•	completion of our divestiture of New AER and the sale of the Elgin, Gibson City, and Grand Tower gas-fired energy centers;


•	regulatory approvals, including from the FERC, the FCC, and the Illinois Pollution Control Board relating to, and the satisfaction or waiver of the conditions to, the divestiture of New AER and regulatory approvals from the FERC with respect to the sale of Elgin, Gibson City and Grand Tower gas-fired energy centers;


•	Ameren's exit from the Merchant Generation business, which could result in additional impairments of long-lived assets, disposal-related losses, contingencies, reduction of existing deferred tax assets, or could have other adverse impacts on the financial condition, results of operations and liquidity of Ameren;

•

regulatory, judicial, or legislative actions, including changes in regulatory policies and ratemaking determinations, such as the outcome of Ameren Illinois' natural gas rate case filed in 2013; the court appeals of Ameren Missouri's and Ameren Illinois' electric rate orders issued in 2012; Ameren Missouri's FAC prudence review and the related request for an accounting authority order; Ameren Illinois' request for rehearing of a July 2012 FERC order regarding the inclusion of acquisition premiums in Ameren Illinois transmission rates; and future regulatory, judicial, or legislative actions that seek to change regulatory recovery mechanisms;


•	the effect of Ameren Illinois participating in a performance-based formula ratemaking process under the IEIMA, the related financial commitments required by the IEIMA, and the resulting uncertain impact on the financial condition, results of operations and liquidity of Ameren Illinois;


•	the effects of, or changes to, the Illinois power procurement process;


•	changes in laws and other governmental actions, including monetary, fiscal, and tax policies, such as changes that result in our being unable to claim all or a portion of the cash tax benefits that are expected to result from the divestiture of AER;


•	changes in laws or regulations that adversely affect the ability of electric distribution companies and other purchasers of wholesale electricity to pay their suppliers, including Ameren Missouri and Marketing Company;


•	the effects of increased competition in the future due to, among other things, deregulation of certain aspects of our business at both the state and federal levels, and the implementation of deregulation;


•	the effects on demand for our services resulting from technological advances, including advances in energy efficiency and distributed generation sources, which generate electricity at the site of consumption;


•	increasing capital expenditure and operating expense requirements and our ability to recover these costs;


•	the cost and availability of fuel such as coal, natural gas, and enriched uranium used to produce electricity; the cost and availability of purchased power and natural gas for distribution; and the level and volatility of future market

prices for such commodities, including the ability to recover the costs for such commodities;


•	the effectiveness of our risk management strategies and the use of financial and derivative instruments;


•	the level and volatility of future prices for power in the Midwest, which may have a significant effect on the financial condition of Ameren's Merchant Generation segment;


•	business and economic conditions, including their impact on interest rates, bad debt expense, and demand for our products;


•	disruptions of the capital markets, deterioration in credit metrics of the Ameren Companies, or other events that make the Ameren Companies' access to necessary capital, including short-term credit and liquidity, impossible, more difficult, or more costly;


•	our assessment of our liquidity, including liquidity concerns for Ameren's Merchant Generation business, and specifically for Genco, whose ability to borrow additional funds from external, third-party sources is restricted;


•	the impact of the adoption of new accounting guidance and the application of appropriate technical accounting rules and guidance;


•	actions of credit rating agencies and the effects of such actions;


•	the impact of weather conditions and other natural phenomena on us and our customers, including the impacts of droughts, which may cause lower river levels and could limit our energy centers' ability to generate power;


•	the impact of system outages;


•	generation, transmission, and distribution asset construction, installation, performance, and cost recovery;


•	the effects of our increasing investment in electric transmission projects and uncertainty as to whether we will achieve our expected returns in a timely fashion, if at all;


•	the extent to which Ameren Missouri prevails in its claims against insurers in connection with its Taum Sauk pumped-storage hydroelectric energy center incident;


•	the extent to which Ameren Missouri is permitted by its regulators to recover in rates the investments it made in connection with additional nuclear generation at its Callaway energy center;


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


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

•

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


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


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


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


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


•	legal and administrative proceedings; and


•	acts of sabotage, war, terrorism, cybersecurity attacks or intentionally disruptive acts.

Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Except to the extent required by the federal securities laws, we undertake no obligation to update or revise publicly any forward-looking statements to reflect new information or future events.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

AMEREN CORPORATION

CONSOLIDATED STATEMENT OF INCOME (LOSS)

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



	Three months ended March 31,
	2013			2012
Operating Revenues:
Electric	$	1,088		$	1,064
Gas	387			348
Total operating revenues	1,475			1,412
Operating Expenses:
Fuel	213			181
Purchased power	151			209
Gas purchased for resale	230			215
Other operations and maintenance	399			369
Depreciation and amortization	175			167
Taxes other than income taxes	122			113
Total operating expenses	1,290			1,254
Operating Income	185			158
Other Income and Expenses:
Miscellaneous income	15			17
Miscellaneous expense	8			15
Total other income	7			2
Interest Charges	101			98
Income Before Income Taxes	91			62
Income Taxes	35			23
Income from Continuing Operations	56			39
Loss from Discontinued Operations, Net of Taxes (Note 2)	(199		)	(442		)
Net Loss	(143		)	(403		)
Less: Net Income (Loss) Attributable to Noncontrolling Interests:
Continuing Operations	2			2
Discontinued Operations	—			(2		)
Net Income (Loss) Attributable to Ameren Corporation:
Continuing Operations	54			37
Discontinued Operations	(199		)	(440		)
Net Loss Attributable to Ameren Corporation	$	(145	)	$	(403	)


Earnings (Loss) per Common Share – Basic and Diluted:
Continuing Operations	$	0.22		$	0.15
Discontinued Operations	(0.82		)	(1.81		)
Net Loss per Common Share – Basic and Diluted	$	(0.60	)	$	(1.66	)

Dividends per Common Share	$	0.40		$	0.40
Average Common Shares Outstanding	242.6			242.6

The accompanying notes are an integral part of these consolidated financial statements.

AMEREN CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

(Unaudited) (In millions)



	Three months ended March 31, 2013
	2013			2012
Net Income from Continuing Operations	$	56		$	39
Other Comprehensive Income, Net of Taxes	—			—
Comprehensive Income from Continuing Operations	56			39
Less: Comprehensive Income from Continuing Operations Attributable to Noncontrolling Interests	2			2
Comprehensive Income from Continuing Operations Attributable to Ameren Corporation	54			37

Net Loss from Discontinued Operations	(199		)	(442		)
Other Comprehensive Income (Loss) from Discontinued Operations, Net of Taxes	(7		)	15
Comprehensive Loss from Discontinued Operations	(206		)	(427		)
Less: Comprehensive Loss from Discontinued Operations Attributable to Noncontrolling Interest	—			(2		)
Comprehensive Loss from Discontinued Operations Attributable to Ameren Corporation	(206		)	(425		)
Comprehensive Loss Attributable to Ameren Corporation	$	(152	)	$	(388	)

The accompanying notes are an integral part of these consolidated financial statements.

AMEREN CORPORATION

CONSOLIDATED BALANCE SHEET

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



	March 31, 2013			December 31, 2012
ASSETS
Current Assets:
Cash and cash equivalents	$	161		$	184
Accounts receivable – trade (less allowance for doubtful accounts of $22 and $17, respectively)	479			354
Unbilled revenue	262			291
Miscellaneous accounts and notes receivable	70			71
Materials and supplies	461			570
Mark-to-market derivative assets	27			23
Current regulatory assets	196			247
Current accumulated deferred income taxes, net	80			160
Other current assets	60			75
Current assets of discontinued operations	1,500			1,600
Total current assets	3,296			3,575
Property and Plant, Net	15,408			15,348
Investments and Other Assets:
Nuclear decommissioning trust fund	437			408
Goodwill	411			411
Intangible assets	16			14
Regulatory assets	1,719			1,785
Other assets	665			668
Total investments and other assets	3,248			3,286
TOTAL ASSETS	$	21,952		$	22,209
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	355		$	355
Accounts and wages payable	341			533
Taxes accrued	91			50
Interest accrued	111			89
Customer deposits	110			107
Mark-to-market derivative liabilities	73			92
Current regulatory liabilities	135			100
Other current liabilities	163			168
Current liabilities of discontinued operations	1,198			1,166
Total current liabilities	2,577			2,660
Long-term Debt, Net	5,803			5,802
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net	3,235			3,166
Accumulated deferred investment tax credits	68			70
Regulatory liabilities	1,667			1,589
Asset retirement obligations	380			375
Pension and other postretirement benefits	1,113			1,138
Other deferred credits and liabilities	593			642
Total deferred credits and other liabilities	7,056			6,980
Commitments and Contingencies (Notes 2, 3, 9, 10 and 11)
Ameren Corporation Stockholders’ Equity:
Common stock, $.01 par value, 400.0 shares authorized – shares outstanding of 242.6	2			2
Other paid-in capital, principally premium on common stock	5,614			5,616
Retained earnings	764			1,006
Accumulated other comprehensive gain (loss)	(15		)	(8		)
Total Ameren Corporation stockholders’ equity	6,365			6,616
Noncontrolling Interests	151			151
Total equity	6,516			6,767
TOTAL LIABILITIES AND EQUITY	$	21,952		$	22,209

The accompanying notes are an integral part of these consolidated financial statements.



AMEREN CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)
	Three months ended March 31,
	2013			2012
Cash Flows From Operating Activities:
Net loss	$	(143	)	$	(403	)
Loss from discontinued operations, net of taxes	199			442
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	166			156
Amortization of nuclear fuel	20			21
Amortization of debt issuance costs and premium/discounts	6			4
Deferred income taxes and investment tax credits, net	40			30
Allowance for equity funds used during construction	(8		)	(9		)
Stock-based compensation costs	9			8
Other	(3		)	(5		)
Changes in assets and liabilities:
Receivables	(95		)	93
Materials and supplies	127			79
Accounts and wages payable	(127		)	(208		)
Taxes accrued	41			22
Assets, other	52			19
Liabilities, other	29			23
Pension and other postretirement benefits	3			41
Counterparty collateral, net	26			(9		)
Net cash provided by operating activities - continuing operations	342			304
Net cash provided by operating activities - discontinued operations	37			79
Net cash provided by operating activities	379			383
Cash Flows From Investing Activities:
Capital expenditures	(275		)	(245		)
Nuclear fuel expenditures	(11		)	(38		)
Purchases of securities – nuclear decommissioning trust fund	(35		)	(109		)
Sales and maturities of securities – nuclear decommissioning trust fund	32			102
Other	(2		)	(2		)
Net cash used in investing activities - continuing operations	(291		)	(292		)
Net cash used in investing activities - discontinued operations	(12		)	(19		)
Net cash used in investing activities	(303		)	(311		)
Cash Flows From Financing Activities:
Dividends on common stock	(97		)	(90		)
Dividends paid to noncontrolling interest holders	(2		)	(2		)
Short-term debt, net	—			(22		)
Advances received for construction	—			1
Net cash used in financing activities - continuing operations	(99		)	(113		)
Net cash used in financing activities - discontinued operations	—			—
Net cash used in financing activities	(99		)	(113		)
Net change in cash and cash equivalents	(23		)	(41		)
Cash and cash equivalents at beginning of year	184			248
Cash and cash equivalents at end of period	$	161		$	207
Noncash financing activity – dividends on common stock	$	—		$	(7	)

The accompanying notes are an integral part of these consolidated financial statements.

UNION ELECTRIC COMPANY

STATEMENT OF INCOME AND COMPREHENSIVE INCOME

(Unaudited) (In millions)



	Three Months Ended March 31,
	2013		2012
Operating Revenues:
Electric	$	732	$	636
Gas	64		55
Total operating revenues	796		691
Operating Expenses:
Fuel	213		180
Purchased power	26		20
Gas purchased for resale	37		32
Other operations and maintenance	221		202
Depreciation and amortization	111		108
Taxes other than income taxes	77		71
Total operating expenses	685		613
Operating Income	111		78
Other Income and Expenses:
Miscellaneous income	14		15
Miscellaneous expense	5		3
Total other income	9		12
Interest Charges	60		56
Income Before Income Taxes	60		34
Income Taxes	19		12
Net Income	41		22
Other Comprehensive Income	—		—
Comprehensive Income	$	41	$	22
Net Income	$	41	$	22
Preferred Stock Dividends	1		1
Net Income Available to Common Stockholder	$	40	$	21

The accompanying notes as they relate to Union Electric Company are an integral part of these financial statements.

UNION ELECTRIC COMPANY

BALANCE SHEET

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



	March 31, 2013		December 31, 2012
ASSETS
Current Assets:
Cash and cash equivalents	$	1	$	148
Advances to money pool	—		24
Accounts receivable – trade (less allowance for doubtful accounts of $8 and $5, respectively)	202		161
Accounts receivable – affiliates	6		4
Unbilled revenue	151		145
Miscellaneous accounts and notes receivable	49		48
Materials and supplies	375		397
Current regulatory assets	144		163
Other current assets	51		69
Total current assets	979		1,159
Property and Plant, Net	10,152		10,161
Investments and Other Assets:
Nuclear decommissioning trust fund	437		408
Intangible assets	16		14
Regulatory assets	832		852
Other assets	451		449
Total investments and other assets	1,736		1,723
TOTAL ASSETS	$	12,867	$	13,043
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	205	$	205
Borrowings from money pool	5		—
Accounts and wages payable	153		345
Accounts payable – affiliates	65		66
Taxes accrued	66		28
Interest accrued	53		60
Current regulatory liabilities	23		18
Other current liabilities	86		77
Total current liabilities	656		799
Long-term Debt, Net	3,801		3,801
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net	2,426		2,443
Accumulated deferred investment tax credits	63		64
Regulatory liabilities	968		917
Asset retirement obligations	351		346
Pension and other postretirement benefits	452		461
Other deferred credits and liabilities	146		158
Total deferred credits and other liabilities	4,406		4,389
Commitments and Contingencies (Notes 3, 9, 10 and 11)
Stockholders’ Equity:
Common stock, $5 par value, 150.0 shares authorized – 102.1 shares outstanding	511		511
Other paid-in capital, principally premium on common stock	1,556		1,556
Preferred stock not subject to mandatory redemption	80		80
Retained earnings	1,857		1,907
Total stockholders’ equity	4,004		4,054
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	12,867	$	13,043

The accompanying notes as they relate to Union Electric Company are an integral part of these financial statements.

UNION ELECTRIC COMPANY

STATEMENT OF CASH FLOWS

(Unaudited) (In millions)



	Three months ended March 31,
	2013			2012
Cash Flows From Operating Activities:
Net income	$	41		$	22
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	104			100
Amortization of nuclear fuel	20			21
Amortization of debt issuance costs and premium/discounts	2			2
Deferred income taxes and investment tax credits, net	(8		)	2
Allowance for equity funds used during construction	(7		)	(8		)
Changes in assets and liabilities:
Receivables	(50		)	61
Materials and supplies	22			(26		)
Accounts and wages payable	(139		)	(136		)
Taxes accrued	38			39
Assets, other	38			13
Liabilities, other	5			—
Pension and other postretirement benefits	2			17
Net cash provided by operating activities	68			107
Cash Flows From Investing Activities:
Capital expenditures	(137		)	(157		)
Nuclear fuel expenditures	(11		)	(38		)
Money pool advances, net	24			—
Purchases of securities – nuclear decommissioning trust fund	(35		)	(109		)
Sales and maturities of securities – nuclear decommissioning trust fund	32			102
Other	(2		)	(2		)
Net cash used in investing activities	(129		)	(204		)
Cash Flows From Financing Activities:
Dividends on common stock	(90		)	(100		)
Dividends on preferred stock	(1		)	(1		)
Money pool borrowings, net	5			—
Net cash used in financing activities	(86		)	(101		)
Net change in cash and cash equivalents	(147		)	(198		)
Cash and cash equivalents at beginning of year	148			201
Cash and cash equivalents at end of period	$	1		$	3

The accompanying notes as they relate to Union Electric Company are an integral part of these financial statements.

AMEREN ILLINOIS COMPANY

STATEMENT OF INCOME AND COMPREHENSIVE INCOME

(Unaudited) (In millions)



	Three months ended March 31,
	2013			2012
Operating Revenues:
Electric	$	360		$	431
Gas	324			293
Total operating revenues	684			724
Operating Expenses:
Purchased power	127			190
Gas purchased for resale	193			183
Other operations and maintenance	176			168
Depreciation and amortization	61			55
Taxes other than income taxes	42			39
Total operating expenses	599			635
Operating Income	85			89
Other Income and Expenses:
Miscellaneous income	1			1
Miscellaneous expense	3			11
Total other expense	(2		)	(10		)
Interest Charges	31			33
Income Before Income Taxes	52			46
Income Taxes	20			18
Net Income	32			28
Other Comprehensive Loss, Net of Taxes:
Pension and other postretirement benefit plan activity, net of income taxes (benefit) of $(1) and $-, respectively	(1		)	(1		)
Comprehensive Income	$	31		$	27
Net Income	$	32		$	28
Preferred Stock Dividends	1			1
Net Income Available to Common Stockholder	$	31		$	27

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

AMEREN ILLINOIS COMPANY

BALANCE SHEET

(Unaudited) (In millions)



	March 31, 2013		December 31, 2012
ASSETS
Current Assets:
Cash and cash equivalents	$	93	$	—
Advances to money pool	5		—
Accounts receivable – trade (less allowance for doubtful accounts of $14 and $12, respectively)	274		182
Accounts receivable – affiliates	13		10
Unbilled revenue	111		146
Miscellaneous accounts receivable	21		22
Materials and supplies	86		173
Current regulatory assets	52		84
Current accumulated deferred income taxes, net	56		85
Other current assets	36		47
Total current assets	747		749
Property and Plant, Net	5,117		5,052
Investments and Other Assets:
Tax receivable – Genco	38		39
Goodwill	411		411
Regulatory assets	887		934
Other assets	88		97
Total investments and other assets	1,424		1,481
TOTAL ASSETS	$	7,288	$	7,282
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	150	$	150
Borrowings from money pool	—		24
Accounts and wages payable	151		146
Accounts payable – affiliates	74		86
Taxes accrued	21		18
Interest accrued	41		22
Customer deposits	86		85
Mark-to-market derivative liabilities	49		77
Current environmental remediation	44		37
Current regulatory liabilities	113		82
Other current liabilities	63		70
Total current liabilities	792		797
Long-term Debt, Net	1,577		1,577
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net	1,046		1,025
Accumulated deferred investment tax credits	5		5
Regulatory liabilities	699		672
Pension and other postretirement benefits	396		406
Environmental remediation liabilities	211		216
Other deferred credits and liabilities	146		183
Total deferred credits and other liabilities	2,503		2,507
Commitments and Contingencies (Notes 3, 9 and 10)
Stockholders’ Equity:
Common stock, no par value, 45.0 shares authorized – 25.5 shares outstanding	—		—
Other paid-in capital	1,965		1,965
Preferred stock not subject to mandatory redemption	62		62
Retained earnings	376		360
Accumulated other comprehensive income	13		14
Total stockholders’ equity	2,416		2,401
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,288	$	7,282

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

AMEREN ILLINOIS COMPANY

STATEMENT OF CASH FLOWS

(Unaudited) (In millions)



	Three months ended March 31,
	2013			2012
Cash Flows From Operating Activities:
Net income	$	32		$	28
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	60			52
Amortization of debt issuance costs and premium/discounts	3			2
Deferred income taxes and investment tax credits, net	50			55
Other	(1		)	(2		)
Changes in assets and liabilities:
Receivables	(58		)	35
Materials and supplies	105			103
Accounts and wages payable	9			(16		)
Taxes accrued	3			—
Assets, other	16			2
Liabilities, other	24			26
Pension and other postretirement benefits	1			15
Counterparty collateral, net	27			(11		)
Net cash provided by operating activities	271			289
Cash Flows From Investing Activities:
Capital expenditures	(133		)	(86		)
Money pool advances, net	(5		)	—
Net cash used in investing activities	(138		)	(86		)
Cash Flows From Financing Activities:
Dividends on common stock	(15		)	(37		)
Dividends on preferred stock	(1		)	(1		)
Money pool borrowings, net	(24		)	—
Advances received for construction	—			1
Net cash used in financing activities	(40		)	(37		)
Net change in cash and cash equivalents	93			166
Cash and cash equivalents at beginning of year	—			21
Cash and cash equivalents at end of period	$	93		$	187

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

AMEREN CORPORATION (Consolidated)

UNION ELECTRIC COMPANY

AMEREN ILLINOIS COMPANY

COMBINED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

March 31, 2013

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

Ameren, headquartered in St. Louis, Missouri, is a public utility holding company under PUHCA 2005, administered by FERC. Ameren’s primary assets are its equity interests in its subsidiaries. Ameren’s subsidiaries are separate, independent legal entities with separate businesses, assets, and liabilities. These subsidiaries operate, as the case may be, rate-regulated electric generation, transmission and distribution businesses, rate-regulated natural gas transmission and distribution businesses, and merchant electric generation businesses. Dividends on Ameren’s common stock and the payment of expenses by Ameren depend on distributions made to it by its subsidiaries. Ameren’s principal subsidiaries are listed below. Also see the Glossary of Terms and Abbreviations at the front of this report and in the Form 10-K.


•	Union Electric Company, or Ameren Missouri, operates a rate-regulated electric generation, transmission and distribution business, and a rate-regulated natural gas transmission and distribution business in Missouri.


•	Ameren Illinois Company, or Ameren Illinois, operates a rate-regulated electric and natural gas transmission and distribution business in Illinois.


•	AER consists of non-rate-regulated operations, including Genco, AERG, and Marketing Company, and, through Genco, an 80% ownership interest in EEI, which Ameren consolidates for financial reporting purposes.

Ameren has various other subsidiaries responsible for activities such as the provision of shared services.

On March 14, 2013, Ameren entered into a transaction agreement to divest New AER to IPH. Immediately prior to Ameren’s entry into the transaction agreement with IPH, on March 14, 2013, Genco exercised its option under the amended put option agreement with Medina Valley and received an initial payment of $100 million for the pending sale of its Elgin, Gibson City, and Grand Tower gas-fired energy centers to Medina Valley, which is subject to FERC approval. Ameren has commenced a sale process for these three gas-fired energy centers and expects a third-party sale to be completed during 2013. See Note 2 - Divestiture Transactions and Discontinued Operations for additional information regarding these divestitures. As a result of the transaction agreement with IPH and Ameren’s plan to sell its Elgin, Gibson City, and Grand Tower gas-fired energy centers, Ameren determined that New AER and the Elgin, Gibson City,

and Grand Tower gas-fired energy centers qualified for discontinued operations presentation. Therefore, Ameren has segregated New AER’s and the Elgin, Gibson City, and Grand Tower gas-fired energy centers’ operating results, assets, and liabilities and presented them separately as discontinued operations for all periods presented in this report. Unless otherwise noted, these notes to Ameren’s financial statements have been revised to exclude discontinued operations for all periods presented. See Note 2 - Divestiture Transactions and Discontinued Operations for additional information regarding that presentation.

The financial statements of Ameren are prepared on a consolidated basis. Ameren Missouri and Ameren Illinois have no subsidiaries, and therefore their financial statements are not prepared on a consolidated basis. All significant intercompany transactions have been eliminated. All tabular dollar amounts are in millions, unless otherwise indicated.

Our accounting policies conform to GAAP. Our financial statements reflect all adjustments (which include normal, recurring adjustments) that are necessary, in our opinion, for a fair presentation of our results. The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. Such estimates and assumptions affect reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. The results of operations of an interim period may not give a true indication of results that may be expected for a full year. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K.

During preparation of the 2012 annual statements of cash flows, it was identified that Ameren’s and Ameren Missouri’s 2012 interim statements of cash flows incorrectly classified certain activity from the nuclear decommissioning trust fund. Although not material, operating cash flows were overstated by $14 million, $26 million, and $49 million through the year-to-date first, second, and third quarters of 2012, respectively. The overstated operating cash flows resulted in the investing cash flows being understated by the same amounts. The 2012 first quarter cash flows for Ameren and Ameren Missouri have been revised in this report to correct for this error. The 2012 statements of cash flows for the second and third quarters of 2012 will be revised to correct for this error in the Ameren and Ameren Missouri 2013 second and third quarter reports.

Earnings Per Share

There were no material differences between Ameren’s basic and diluted earnings per share amounts for the three months ended March 31, 2013, and 2012. The number of dilutive restricted stock shares and performance share units had an immaterial impact on earnings per share.

Stock-based Compensation

A summary of nonvested shares as of March 31, 2013, and changes during the three months ended March 31, 2013, under the 2006 Omnibus Incentive Compensation Plan (2006 Plan) is presented below:



	Performance Share Units
	Share Units		Weighted-average Fair Value Per Unit at Grant Date
Nonvested at January 1, 2013	1,192,487		$	33.56
Granted^(a)	832,034		31.19
Forfeitures	(5,456	)	32.67
Vested^(b)	(122,671	)	31.19
Nonvested at March 31, 2013	1,896,394		$	32.68


(a)	Includes performance share units (share units) granted to certain executive and nonexecutive officers and other eligible employees in January 2013 under the 2006 Plan.


(b)	Share units vested due to the attainment of retirement eligibility by certain employees. Actual shares issued for retirement-eligible employees will vary depending on actual performance over the three-year measurement period.

The fair value of each share unit awarded in January 2013 under the 2006 Plan was determined to be $31.19. That amount was based on Ameren’s closing common share price of $30.72 at December 31, 2012, and lattice simulations. Lattice simulations are used to estimate expected share payout based on Ameren’s total shareholder return for a three-year performance period relative to the designated peer group beginning January 1, 2013. The simulations can produce a greater fair value for the share unit than the applicable closing common share price because they include the weighted payout scenarios in which an increase in the share price has occurred. The significant assumptions used to calculate fair value also included a three-year risk-free rate of 0.36%, volatility of 12% to 21% for the peer group, and Ameren’s attainment of a three-year average earnings per share threshold during the performance period.

Intangible Assets

Ameren and Ameren Missouri classify emission allowances and renewable energy credits as intangible assets. Ameren Illinois consumes renewable energy credits as they are purchased through the IPA procurement process and expenses them immediately. We evaluate intangible assets for impairment if events or changes in circumstances indicate that their carrying amount might be impaired.

At March 31, 2013, Ameren’s and Ameren Missouri’s intangible assets consisted of renewable energy credits obtained through wind and solar power purchase agreements. The book value of Ameren’s and Ameren Missouri’s renewable energy credits was $16 million and $16 million, respectively, at March 31, 2013. The book value of Ameren’s and Ameren Missouri’s renewable energy credits was $14 million and $14 million, respectively, at December 31, 2012.

Renewable energy credits and emission allowances are charged to purchased power expense and fuel expense, respectively, as they are used in operations. In accordance with MoPSC's 2012 electric rate order, almost all of Ameren Missouri's amortization of intangible assets is deferred as a regulatory asset pending future recovery from customers through rates. The following table presents amortization expense based on usage of renewable energy credits and emission allowances, net of gains

from sales, for Ameren, Ameren Missouri, and Ameren Illinois, during the three months ended March 31, 2013, and 2012.



		Three Months
		2013		2012
Ameren Missouri	$	(a)	$	(a)
Ameren Illinois		4		(a)
Ameren	$	4	$	(a)


(a)	Less than $1 million.

Excise Taxes

Excise taxes levied on us are reflected on Ameren Missouri electric customer bills and on Ameren Missouri and Ameren Illinois natural gas customer bills. They are recorded gross in “Operating Revenues - Electric,” “Operating Revenues - Gas” and “Operating Expenses - Taxes other than income taxes” on the statement of income or the statement of income and comprehensive income. Excise taxes reflected on Ameren Illinois electric customer bills are imposed on the consumer and are therefore not included in revenues and expenses. They are recorded as tax collections payable and included in “Taxes accrued” on the balance sheet. The following table presents excise taxes recorded in “Operating Revenues - Electric,” “Operating Revenues - Gas” and “Operating Expenses - Taxes other than income taxes” for the three months ended March 31, 2013, and 2012:



	Three Months
	2013		2012
Ameren Missouri	$	33	$	27
Ameren Illinois	22		18
Ameren	$	55	$	45

Uncertain Tax Positions

The amount of unrecognized tax benefits as of March 31, 2013, was $190 million, $126 million, and $4 million, for Ameren, Ameren Missouri, and Ameren Illinois, respectively. The amount of unrecognized tax benefits (detriments) as of March 31, 2013, that would impact the effective tax rate, if recognized, was $48 million, $1 million, and $(1) million for Ameren, Ameren Missouri, and Ameren Illinois, respectively. The Ameren amount increased

by $47 million in the first three months of 2013. This increase was primarily due to uncertainty related to the historical computation of Ameren’s tax basis in its stock investment in AER.

Ameren’s federal income tax returns for the years 2007 through 2010 are before the Appeals Office of the Internal Revenue Service. Ameren’s federal income tax return for the year 2011 is currently under examination.

It is reasonably possible that a settlement will be reached with the Appeals Office of the Internal Revenue Service in the next 12 months for the years 2007 through 2010. This settlement, primarily related to uncertain tax positions for capitalization versus currently deductible repair expense and research tax deductions, is expected to result in a decrease in uncertain tax benefits of approximately $126 million, $110 million, and $5 million for Ameren, Ameren Missouri and Ameren Illinois, respectively. In addition, it is reasonably possible that other events will occur during the next 12 months that would cause the total amount of unrecognized tax benefits for the Ameren Companies to increase or decrease. However, the Ameren Companies do not believe any such increases or decreases, including the decrease from the reasonably possible IRS Appeals

Office settlement discussed above, would be material to their results of operations, financial position, or liquidity.

State income tax returns are generally subject to examination for a period of three years after filing of the return. The Ameren Companies do not currently have material state income tax issues under examination, administrative appeals, or litigation. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states.

Asset Retirement Obligations

AROs at Ameren, Ameren Missouri, and Ameren Illinois increased compared to December 31, 2012, to reflect the accretion of obligations to their fair values.

Based on the transaction agreement to divest New AER to IPH, Ameren will retain the AROs associated with the Meredosia and Hutsonville energy centers. Therefore, these AROs are classified as continuing operations. See Note 2 - Divestiture Transactions and Discontinued Operations for additional information.

Noncontrolling Interest

Ameren's noncontrolling interests comprised the 20% of EEI not owned by Ameren and the preferred stock not subject to mandatory redemption of Ameren's subsidiaries. These noncontrolling interests were classified as a component of equity separate from Ameren's equity in its consolidated balance sheet. A reconciliation of the equity changes attributable to the noncontrolling interests at Ameren for the three months ended March 31, 2013, and 2012, is shown below:



	Three Months
	2013			2012
Ameren:
Noncontrolling interests, beginning of period ^(a)	$	151		$	149
Net income from continuing operations attributable to noncontrolling interests	2			2
Net income (loss) from discontinued operations attributable to noncontrolling interests	—			(2		)
Dividends paid to noncontrolling interest holders	(2		)	(2		)
Noncontrolling interests, end of period ^(a)	$	151		$	147

(a)

Includes the 20% EEI ownership interest not owned by Ameren. The assets and liabilities of EEI were consolidated in Ameren’s balance sheet at a 100% ownership level and were included in “Current assets of discontinued operations” and “Current liabilities of discontinued operations,” however, the 20% ownership interest not owned by Ameren was included in “Noncontrolling interests” on Ameren’s March 31, 2013, and December 31, 2012 balance sheet. See Note 2 - Divestiture Transactions and Discontinued Operations for additional information.

Accounting and Reporting Developments

The following is a summary of recently adopted authoritative accounting guidance that could impact the Ameren Companies.

Presentation of Comprehensive Income

In June 2011, FASB amended its guidance on the presentation of comprehensive income in financial statements. The amended guidance changed the presentation of comprehensive income in the financial statements. It requires entities to report components of comprehensive income either in a continuous statement of comprehensive income or in two separate but consecutive statements. This guidance was effective for the Ameren Companies beginning in the first quarter of 2012 with retroactive application required. The implementation

of the amended guidance did not affect the Ameren Companies’ results of operations, financial position, or liquidity.

In February 2013, FASB amended this guidance to require an entity to provide information about the amounts reclassified out of accumulated OCI by component. In addition, an entity is required to present significant amounts reclassified out of accumulated OCI by the respective line items of net income either on the face of the statement where net income is presented or in the footnotes. This guidance was effective for the Ameren Companies beginning in the first quarter of 2013. The implementation of this amendment did not affect the Ameren Companies’ results of operations, financial position, or liquidity. The only amounts reclassified out of accumulated OCI for the Ameren Companies related to pension and other postretirement

plan activity. These amounts were immaterial during the first quarter of 2013 and 2012, and therefore no additional disclosures required.

Disclosures about Offsetting Assets and Liabilities

In December 2011, FASB issued additional authoritative guidance to improve information disclosed about financial and derivative instruments. The guidance requires an entity to disclose information about offsetting and related arrangements to enable users of the financial statements to understand the effect of those arrangements on financial position. In January 2013, FASB amended this guidance to limit the scope to derivative instruments, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions. The amendments did not affect the Ameren Companies’ results of operations, financial positions, or liquidity, as this guidance only requires additional disclosures. The Ameren Companies adopted this guidance for the first quarter of 2013. See Note 7 - Derivative Financial Instruments for the required additional disclosures.

NOTE 2 - DIVESTITURE TRANSACTIONS AND DISCONTINUED OPERATIONS

Transaction Agreement with IPH

On March 14, 2013, Ameren entered into a transaction agreement to divest New AER to IPH. Under the terms of the transaction agreement, AER will effect a reorganization that will, among other things, transfer substantially all of the assets and liabilities of AER, other than (i) any outstanding debt obligations of AER to Ameren or its other subsidiaries, except for certain intercompany balances discussed below, (ii) all of the issued and outstanding equity interests in Medina Valley, which were distributed to Ameren in March 2013, (iii) the assets and liabilities associated with Genco’s Meredosia, Hutsonville, Elgin, Gibson City, and Grand Tower energy centers, (iv) the obligations relating to Ameren's single-employer pension and postretirement benefit plans, and (v) the deferred tax positions associated with Ameren's ownership of these retained assets and liabilities, to New AER. IPH will acquire all of the equity interests in New AER.

Ameren will retain the pension and postretirement benefit obligations associated with current and former employees of AER that are included in the Ameren Retirement Plan, the Ameren Supplemental Retirement Plan, the Ameren Retiree Medical Plan, and the Ameren Group Life Insurance Plan. This noncurrent obligation is reflected on Ameren’s consolidated balance sheet as “Pension and other postretirement benefits.” IPH will assume the pension and other postretirement benefit obligations associated with EEI’s current and former employees that are included in the Revised Retirement Plan for Employees of Electric Energy, Inc., the Group Insurance Plan for Management Employees of Electric Energy, Inc., and the Group Insurance Plan for Bargaining Unit Employees of Electric Energy, Inc. The obligations to be assumed by IPH are estimated at $39 million at March 31, 2013. IPH will also acquire the estimated $15 million asset at March 31, 2013, relating to the overfunded status of one of EEI’s postretirement plans.

Ameren will retain Genco’s Meredosia and Hutsonville energy centers, which are no longer in operation and had an immaterial property and plant asset balance as of March 31, 2013. Ameren will also retain AROs associated with these energy centers, estimated at $27 million as of March 31, 2013. All other AROs associated with AER will be assumed by either IPH or the third-party buyer of the Grand Tower energy center. Upon the transaction agreement closing, with the exception of certain agreements, such as supply obligations to Ameren Illinois, a note from New AER to Ameren relating to cash collateral that will remain outstanding at closing, and Genco money pool advances, all intercompany agreements and debt between AER and its subsidiaries, on the one hand, and Ameren and its affiliates, on the other hand, will be either retained or cancelled by Ameren, without any cost or obligation to IPH or New AER and its subsidiaries. Immediately prior to the transaction agreement closing, the cash collateral provided to New AER by Ameren through money pool borrowings will be converted to a note payable to Ameren which will be payable, with interest, 24 months after closing or sooner as cash collateral requirements are reduced.

Genco's $825 million in aggregate principal amount of senior notes will remain outstanding following the transaction agreement closing and will continue to be solely obligations of Genco. Pursuant to the transaction agreement, in addition to the cash paid to Genco for the Elgin, Gibson City, and Grand Tower energy center sale, Ameren will cause $85 million of cash to be retained at New AER.

As a condition to the transaction agreement, Genco exercised the amended put option agreement for the sale of the Elgin, Gibson City and Grand Tower gas-fired energy centers to Medina Valley. Ameren has commenced a sale process for these three energy centers and expects a third-party sale will be completed during 2013.

Completion of the New AER sale to IPH is subject to the receipt of approvals from FERC and approval of certain license transfers by the FCC. On April 16, 2013, AER and Dynegy filed with FERC an application for approval of the divestiture of New AER and Genco’s sale of the Elgin, Gibson City and Grand Tower gas-fired energy centers to Medina Valley. As a condition to IPH’s obligation to complete the transaction, the Illinois Pollution Control Board must approve the transfer to IPH of AER’s variance related to the Illinois MPS. AER and Dynegy filed a transfer request with the Illinois Pollution Control Board on May 2, 2013. Ameren’s and IPH’s obligation to complete the transaction is also subject to other customary closing conditions, including the material accuracy of each company’s representations and warranties and the compliance, in all material respects, with each company’s covenants. The transaction agreement contains customary representations and warranties of Ameren and IPH, including representations and warranties of Ameren with respect to the business being sold. The transaction agreement also contains customary covenants of Ameren and IPH, including the covenant of Ameren that AER will be operated in the ordinary course prior to the closing.

Ameren expects the closing of the New AER divestiture to IPH will occur in the fourth quarter of 2013. If the closing does not occur on or before March 14, 2014, subject to a one-month extension to obtain FERC approval, either party may elect to terminate the transaction agreement if the inability to close the transaction by such date is not the result of the failure of the terminating company to fulfill any of its obligations under the transaction agreement.

Amended Put Option Agreement, Asset Purchase Agreement and Guaranty

See Note 9 - Related Party Transactions for additional information regarding the original put option agreement between Genco and AERG that was entered into on March 28, 2012.

Prior to entry into the transaction agreement with IPH as discussed above, (i) the original put option agreement between Genco and AERG was novated and amended such that the rights and obligations of AERG under the agreement were assigned to and assumed by Medina Valley and (ii) Genco exercised its option under the amended put option agreement to sell the Elgin, Gibson City and Grand Tower gas-fired energy centers to Medina Valley. As a result, on March 14, 2013, Genco received an initial payment of $100 million in accordance with the terms of the amended put option agreement. Genco advanced the initial payment amount it received into the non-state-regulated subsidiaries money pool. In connection with the amended put option agreement, Ameren's guaranty, dated March 28, 2012, was modified to replace all references to AERG with references to Medina Valley.

Pursuant to the amended put option agreement, Genco and Medina Valley entered into an asset purchase agreement, dated March 14, 2013. Genco and Medina Valley have engaged three appraisers to conduct a fair market valuation of the Elgin, Gibson City and Grand Tower gas-fired energy centers, which valuations will be averaged and subject to adjustment at the closing of the asset purchase agreement to reflect the assets and liabilities associated with the Elgin, Gibson City and Grand Tower gas-fired

energy centers. At the asset purchase agreement closing, Genco will receive an additional amount equal to the greater of (i) $33 million, or (ii) the appraised value of the Elgin, Gibson City and Grand Tower gas-fired energy centers less the initial payment of $100 million, for a total purchase price of at least $133 million, and Genco will sell and transfer to Medina Valley all of its rights in the Elgin, Gibson City and Grand Tower gas-fired energy centers as a condition to the transaction agreement. If these gas-fired energy centers are subsequently sold by Medina Valley within two years of the asset purchase agreement closing, Medina Valley will pay Genco any proceeds from such sale, net of taxes and other expenses, in excess of the amounts previously paid to Genco. Ameren has commenced a sale process for these three energy centers and expects a third-party sale will be completed during 2013. Should FERC approval not be obtained and the transfer of the Elgin, Gibson City, and Grand Tower energy centers cannot be completed, Genco will be required to return to Medina Valley the initial payment received in March 2013.

The asset purchase agreement contains customary representations, warranties and covenants of Genco and Medina Valley. The consummation of the transactions contemplated by the asset purchase agreement is subject to certain conditions, including the receipt of FERC approval and other customary conditions.

Discontinued Operations Presentation

As of March 14, 2013, Ameren determined that New AER and the Elgin, Gibson City, and Grand Tower gas-fired energy centers qualified for discontinued operations presentation and, therefore, were classified separately in Ameren’s consolidated financial statements as discontinued operations for all periods presented in this report. Ameren concluded that New AER and collectively the Elgin, Gibson City, and Grand Tower gas-fired energy centers are two separate disposal groups. Both disposal groups have been aggregated in the disclosures below. Each disposal group was measured at fair value on a nonrecurring basis with inputs that are classified as Level 3 within the fair value hierarchy.

The following table presents the components of discontinued operations in Ameren's consolidated statement of income (loss) for the three months ended March 31, 2013, and 2012:



	Three Months
	2013				2012
Operating revenues	$	264			$	246
Operating expenses	(415		)	^(a)	(826		)	^(b)
Operating (loss)	(151		)		(580		)
Other income (loss)	(2		)		—
Interest charges	(11		)		(15		)
Loss before income taxes	(164		)		(595		)
Income tax (expense) benefit	(35		)		153
Loss from discontinued operations, net of taxes	$	(199	)		$	(442	)


(a)	Includes a noncash pretax impairment charge of $155 million to reduce the carrying value of the New AER disposal group to its estimated fair value less cost to sell.


(b)	Includes a noncash pretax asset impairment charge of $628 million to reduce the carrying value of AERG’s Duck Creek energy center to its estimated fair value under held and used accounting guidance.

As the New AER disposal group met the discontinued operations criteria at March 31, 2013, Ameren evaluated whether any impairment existed by comparing the disposal group’s carrying value to the estimated fair value of the disposal group, less cost to sell. The fair value was based on the terms of Ameren’s agreement to divest New AER to IPH. Ameren will receive no cash proceeds from IPH for the divestiture of New AER. Ameren recorded a pretax charge to earnings of $155 million for the three months ended March 31, 2013, to reduce the carrying value of the New AER disposal group to its estimated fair value less cost to sell. The impairment loss was recorded in “Operating expenses” within the components of the discontinued operations statement of income (loss) with a corresponding reduction in “Property and Plant, net” within the components of the discontinued operations balance sheet. Ameren estimated the impairment loss of the disposal group based on the estimated fair value pursuant to the terms of the transaction agreement with IPH, using information currently available, and assuming an expected fourth quarter 2013 closing. Actual operating results, derivative market values, capital expenditures and other items will impact the ultimate loss recognized to reduce the carrying value of the New AER disposal group to its actual fair value less cost to sell, which will be recorded in discontinued operations after all of the information becomes available. In addition, any curtailment gain related to Ameren's pension and postretirement plans will be recorded when the related employees terminate employment with Ameren. The ultimate impairment loss may differ materially from the estimated loss recorded in the first quarter of 2013.

Ameren recognized the excess of the tax basis over the financial reporting basis of its stock investment in AER when it became apparent, in the three months ended March 31, 2013, that the temporary difference would reverse. This change in basis resulted in a discontinued operations deferred tax expense of $98 million, which was partially offset by the expected tax benefits of $63 million related to the pretax loss from discontinued operations including the impairment charge recorded in the first quarter of 2013. The final tax basis of the AER disposal group and the related tax benefit resulting from the transaction agreement with IPH are dependent upon taxable losses utilized

by the disposal group through the closing and the resolution of tax matters under audit, including the adoption of recently issued guidance from the IRS related to tangible property repairs and other matters. As a result, tax expense and benefits realized in discontinued operations may differ materially from those recorded as of March 31, 2013.

As the Elgin, Gibson City, and Grand Tower energy center disposal group met the discontinued operations criteria at March 31, 2013, we evaluated whether any impairment existed by comparing the disposal group’s carrying value to the fair value of the disposal group less cost to sell. The fair value was based on the appraised value of these three gas-fired energy centers. In December 2012, Ameren recorded a noncash long-lived asset impairment charge to reduce the carrying value of AER’s energy centers, including the Elgin, Gibson City, and Grand Tower energy centers, to their estimated fair values under the accounting guidance for held and used assets. An immaterial impairment was recorded by Ameren for the three gas-fired energy centers during the three months ended March 31, 2013, as the December 2012 held and used asset impairment charge reduced these energy centers’ disposal group carrying value to their estimated fair value of $133 million. Ameren does not expect to have significant continuing involvement or material cash flows with the Elgin, Gibson City, and Grand Tower energy centers after their divestiture.

Effective with its conclusion that the New AER disposal group and the Elgin, Gibson City and Grand Tower energy centers’ disposal group each met the criteria for discontinued operations presentation, Ameren suspended recording depreciation on these assets in March 2013.

Interest on Genco’s senior notes, which are being assumed by IPH, are included in the “Interest charges” component within the discontinued operations line item in the statement of income (loss). Ameren did not allocate corporate interest to the disposal groups. Additionally, general corporate overhead expenses originally allocated to the disposal groups were classified as expenses of continuing operations.

The following table presents the carrying amounts of the components of assets and liabilities segregated on Ameren's consolidated balance sheets as discontinued operations at March 31, 2013, and December 31, 2012:



	March 31, 2013		December 31, 2012
Current assets of discontinued operations
Cash and cash equivalents	$	25	$	25
Accounts receivable and unbilled revenue	103		102
Materials and supplies	117		134
Mark-to-market derivative assets	101		102
Property and plant, net	607		748
Accumulated deferred income taxes, net	412		373
Other assets	135		116
Total current assets of discontinued operations	$	1,500	$	1,600
Current liabilities of discontinued operations
Accounts payable and other current obligations	$	138	$	133
Mark-to-market derivative liabilities	82		63
Long-term debt, net	824		824
Asset retirement obligations	86		78
Pension and other postretirement benefits	39		40
Other liabilities	29		28
Total current liabilities of discontinued operations	$	1,198	$	1,166
Accumulated other comprehensive gain^(a)	$	12	$	19
Noncontrolling interest^(b)	$	8	$	8


(a)	Accumulated other comprehensive gain related to discontinued operations remains in “Accumulated other comprehensive gain (loss)” on Ameren’s March 31, 2013, and December 31, 2012, balance sheets. This balance relates to New AER assets and liabilities that will be realized or removed from Ameren’s balance sheet either before or at the closing of the New AER divestiture.


(b)	The 20% ownership interest of EEI not owned by Ameren remains in “Noncontrolling interests” on Ameren’s March 31, 2013, and December 31, 2012, balance sheets. This noncontrolling interest will be removed from Ameren’s balance sheet at the closing of the New AER divestiture.

Ameren will have continuing transactions with New AER after the divestiture is complete. Ameren Illinois has power supply agreements with Marketing Company which are a result of the power procurement process in Illinois administered by the IPA as required by the Illinois Public Utilities Act. Ameren Illinois will continue to purchase power and purchase trade receivables as required by Illinois law, and Ameren will reflect these items as continuing operations after the divestiture occurs. Ameren Illinois and ATXI currently sell, and will continue to sell, transmission services to Marketing Company after the divestiture of New AER is completed. Also, upon the divestiture of New AER, subject to certain exceptions, the transaction agreement requires Ameren (parent) to maintain its financial obligations with respect to all credit support provided to New AER as of the closing date of such divestiture and provide such additional credit support as required by contracts entered into prior to the closing date, in each case for up to 24 months after the closing. IPH shall indemnify Ameren for any payments it makes pursuant to these credit support obligations. IPH’s indemnification obligation will be secured by certain AERG and Genco assets. In addition, Dynegy has provided a limited guarantee of $25 million to Ameren (parent) pursuant to which Dynegy will, among other things, guarantee IPH’s indemnification obligations for a period of up to 24 months after the closing (subject to certain exceptions). Immediately prior to the transaction agreement closing, the cash collateral provided to New AER by Ameren through money pool borrowings will be converted to a note payable to Ameren which will be payable, with interest, 24 months after closing or sooner as cash collateral requirements are reduced. Also, within 120

days after closing, a working capital adjustment will be finalized, which may result in a cash payment from Ameren to New AER. Ameren has determined that the continuing cash flows generated by these arrangements are not significant and, accordingly, are not deemed direct cash flows of the divested business. Additionally, these arrangements do not provide Ameren the ability to significantly influence the operating results of New AER after the divestiture is complete. See Note 9 - Related Party Transactions for additional information regarding existing transactions between Ameren and New AER.

For a period of up to 12 months following the closing, Ameren will provide certain transitional services to IPH. Such services will be provided at no charge for 90 days, subject to a $5 million limit; thereafter, services will be provided at cost, except for certain services that may be applied to the $5 million limit to the extent such limit has not been reached by the end of the 90 days period. The transitional services will be provided for six months after the closing and can be extended by IPH on a month-to-month basis for up to an additional six months.

See Note 10 - Commitments and Contingencies for information regarding amendments to the plant transfer agreements between both Genco and Ameren Illinois and AERG and Ameren Illinois as well as other AER related contingencies.

Genco Indenture Provisions

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 March 31, 2013:



	Required Ratio	Actual Ratio
Restricted payment interest coverage ratio^(a)	≥1.75	2.3
Additional indebtedness interest coverage ratio^(b)	≥2.50	2.3
Additional indebtedness debt-to-capital ratio^(b)	≤60%	50	%

(a)

As of the date of the restricted payment, as defined, 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)

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. 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.

As shown in the table above, under the provisions of Genco’s indenture, Genco may not borrow additional funds from external, third-party sources if its interest coverage ratio is less than a specified minimum or its leverage ratio is greater than a specified maximum. During the first quarter of 2013, Genco’s interest coverage ratio fell to a value less than the specified minimum level required for external borrowings, and we expect the ratio to remain less than this minimum level through at least 2015. As a result, Genco’s ability to borrow additional funds from external third-party sources is restricted. Genco’s indenture does not restrict intercompany borrowings from Ameren’s non-state-regulated subsidiary money pool. However, borrowings from the money pool are subject to Ameren’s control. If a Genco intercompany financing need were to arise, borrowings from the non-state-regulated subsidiary money pool by Genco would be dependent on consideration by Ameren of the facts and circumstances existing at that time. As stated above, the transaction agreement requires Ameren to operate New AER, including Genco, in the ordinary course prior to the closing.

NOTE 3 - RATE AND REGULATORY MATTERS

Below is a summary of updates to significant regulatory proceedings and related lawsuits. See also Note 2 - Rate and Regulatory Matters under Part II, Item 8, of the Form 10-K. We are unable to predict the ultimate outcome of these matters, the timing of the final decisions of the various agencies and courts, or the impact on our results of operations, financial position, or liquidity.

Missouri

FAC Prudence Reviews

Missouri law requires the MoPSC to perform prudence reviews of Ameren Missouri's FAC at least every 18 months. In April 2011, the MoPSC issued an order with respect to its review of Ameren Missouri's FAC for the period from March 1, 2009, to September 30, 2009. In this order, the MoPSC ruled that Ameren Missouri should have included in the FAC calculation all revenues and costs associated with certain long-term partial requirements sales that were made by Ameren Missouri because of the loss of Noranda's load caused by a severe ice storm in January 2009. As a result of the order, Ameren Missouri recorded a pretax charge to earnings of $18 million, including $1 million for interest, in 2011 for its obligation to refund to Ameren Missouri's electric customers the earnings associated with these sales previously recognized by Ameren Missouri during the period from March 1, 2009, to September 30, 2009.

Ameren Missouri disagrees with the MoPSC order's classification of these sales and believed that the terms of its FAC tariff did not provide for the inclusion of these sales in the FAC calculation. In May 2012, upon appeal by Ameren Missouri, the Cole County Circuit Court reversed the MoPSC's April 2011 order. In June 2012, the MoPSC and a group of large industrial customers filed an appeal of the Cole County Circuit Court's ruling to the Missouri Court of Appeals, Western District. Ameren Missouri has not recorded additional revenues as a result of the Cole County Circuit Court's May 2012 ruling as the MoPSC's appeal to the Missouri Court of Appeals is ongoing. A decision is expected to be issued in 2013.

In February 2012, the MoPSC staff issued its FAC review report for the period from October 1, 2009, to May 31, 2011. In its report, the MoPSC staff asked the MoPSC to direct Ameren Missouri to refund to customers the pretax earnings associated with the same long-term partial requirements sales contracts subsequent to September 30, 2009. The MoPSC staff calculated these pretax earnings to be $26 million. If Ameren Missouri were to determine that these sales were probable of refund to Ameren Missouri's electric customers, a charge to earnings would be recorded for the refund in the period in which that determination was made. Ameren Missouri does not currently believe these amounts are probable of refund to customers.

Separately, in July 2011, Ameren Missouri filed a request with the MoPSC for an accounting authority order that would allow Ameren Missouri to defer, as a regulatory asset, fixed costs totaling $36 million that were not recovered from Noranda as a result of the loss of load caused by the severe 2009 ice storm for potential recovery in a future electric rate case. We cannot predict the ultimate outcome of these regulatory or judicial proceedings. If the courts ultimately rule in favor of Ameren Missouri's position regarding the classification of the long-term partial requirements sales, Ameren Missouri would not seek to recover from customers the amount covered by the accounting authority order, if it is granted.

The MoPSC’s FAC prudence review for the period from June 1, 2011, to September 30, 2012, was initiated on March 1, 2013. The MoPSC is expected to issue an order for this prudence review in 2013.

Illinois

IEIMA

In September 2012, the ICC issued an order in Ameren Illinois’ initial filing under the IEIMA’s performance-based formula rate framework. In October 2012, Ameren Illinois filed an appeal of the ICC’s initial filing order to the Appellate Court of the Fourth District of Illinois. A decision by the appellate court is expected in 2013. Ameren Illinois believes the ICC incorrectly implemented the IEIMA by using an average capital structure as opposed to a year-end capital structure on the revenue requirement, the method it used for calculating the equity portion of Ameren Illinois' capital structure, the method for calculating interest and the average rate base rather than year-end rate base for the revenue requirement reconciliation.

In April 2012, Ameren Illinois submitted to the ICC an update filing under IEIMA. In December 2012, the ICC issued an order approving an Ameren Illinois electric delivery service revenue requirement of $765 million, based on 2011 recoverable costs and expected net plant additions for 2012. The delivery service rates became effective on January 1, 2013, and will be effective through the end of 2013. In January 2013, Ameren Illinois filed an appeal of the ICC's update filing order to the Appellate Court of the Fourth District of Illinois. A decision by the appellate court is expected in 2013.

The ICC's orders in 2012 for Ameren Illinois’ initial and update rate filings jeopardize Ameren Illinois' ongoing ability to implement infrastructure improvements to the extent and on the timetable envisioned in the IEIMA. Until the uncertainty surrounding how the Illinois law will ultimately be implemented is removed, Ameren Illinois is slowing IEIMA capital spending with a corresponding negative effect on the job creation that the legislature sought to effectuate with the law. Ameren Illinois still intends to meet its IEIMA capital spending requirements.

On April 19, 2013, Ameren Illinois filed its annual electric delivery formula rate update with the ICC based on 2012 recoverable costs and expected net plant additions for 2013. Pending ICC approval, the update filing will result in a $30 million decrease in Ameren Illinois’ electric delivery revenue requirement beginning in January 2014. The filing includes a refund to customers of the 2012 revenue requirement reconciliation of approximately $50 million. An expected refund was recorded in 2012 as a regulatory liability on Ameren Illinois’ balance sheet. In the filing, the proposed refund is partially offset by an annual revenue requirement increase of approximately $20 million primarily due to increased recoverable costs over 2011 levels. The filing is based on an electric delivery service revenue requirement of $785 million, before consideration of the 2012 revenue requirement reconciliation refund. An ICC decision with respect to the April 2013 update filing is expected in December 2013 and will establish rates for 2014.

On March 14, 2013, the Illinois General Assembly passed legislation, which, if enacted, would result in certain amendments to the IEIMA that would modify its implementation. The passed legislation, Senate Bill 9, clarifies the provisions in the IEIMA that require the year-end rate base be used to calculate the revenue requirement reconciliation and that the interest applied to the revenue requirement reconciliation and return on equity collar adjustments would be consistent with the company’s weighted-average return calculated under the formula rate. Additionally, the legislation specifies the use of year-end capital structure for both the revenue requirement and the revenue requirement reconciliation. On May 5, 2013, the Illinois Governor vetoed this legislation. If this legislation is ultimately enacted through a legislative override in 2013, Ameren Illinois will submit revisions to its April 19, 2013 update filing based on the new law.

Federal

2011 Wholesale Distribution Rate Case

In January 2011, Ameren Illinois filed a request with FERC to increase its annual revenues for electric delivery service for its wholesale customers. These wholesale distribution revenues are treated as a deduction from Ameren Illinois’ revenue requirement in retail rate filings with the ICC. In March 2011, FERC issued an order authorizing the proposed rates to take effect, subject to refund when the final rates are determined. Ameren Illinois has reached an agreement with four of its nine wholesale customers. The impasse with the remaining five wholesale customers has resulted in FERC litigation. In November 2012, a FERC administrative law judge issued an initial decision, which is now pending before FERC. The timing of a FERC decision is uncertain. Based on the administrative law judge's initial decision, Ameren and Ameren Illinois each has included on its balance sheet in “Current regulatory liabilities” as of March 31, 2013, an estimate of $9 million for the refund due to wholesale customers relating to billings from March 2011 through March 2013.

Ameren Illinois Electric Transmission Rate Refund

In July 2012, FERC issued an order with respect to Ameren Illinois' accounting for the Ameren Illinois Merger. As part of this order, FERC concluded that Ameren Illinois improperly included acquisition premiums, particularly goodwill, in determining its common equity used in its electric transmission formula rate, thereby inappropriately recovering a higher return on rate base from its electric transmission customers. The order required Ameren Illinois to make refunds to customers for such improperly included amounts. In August 2012, Ameren Illinois filed a request for rehearing of this order. It is unknown when FERC will rule on Ameren's rehearing request, as it is under no deadline to do so. After reviewing the FERC order and its calculation of the impact on electric transmission formula rates, Ameren Illinois concluded that no refund was warranted. Several wholesale customers filed a protest with FERC regarding Ameren's conclusion that no refund is warranted. If Ameren Illinois were to determine that a refund to its electric transmission customers is probable, a charge to earnings would be recorded for the refund in the period

in which that determination was made and the amount could be estimated.

Combined Construction and Operating License

In 2008, Ameren Missouri filed an application with the NRC for a COL for a new nuclear unit at Ameren Missouri's existing Callaway County, Missouri, energy center site. In 2009, Ameren Missouri suspended its efforts to build a new nuclear unit at its existing Missouri nuclear energy center site, and the NRC suspended review of the COL application.

In March 2012, the DOE announced the availability of investment funds for the design, engineering, manufacturing, and sale of American-made small modular nuclear reactors. In April 2012, Ameren Missouri entered into an agreement with Westinghouse to exclusively support Westinghouse's application for the DOE's small modular nuclear reactor investment funds. The DOE investment funding is intended to support engineering and design certifications and a COL for up to two small modular reactor designs over five years. In November 2012, the DOE awarded investment funds for only one small modular reactor design, which was not the Westinghouse design, but also stated that additional investment funds would be awarded during 2013. Westinghouse continues to pursue investment funds from the DOE.

If Westinghouse is awarded DOE's small modular reactor investment funds, Ameren Missouri will seek a COL from the NRC for a Westinghouse small modular reactor or multiple reactors at its Callaway energy center site. A COL is issued by the NRC to permit construction and operation of a nuclear energy center at a specific site in accordance with established laws and regulations. Obtaining a COL from the NRC does not obligate Ameren Missouri to build a small modular reactor at the Callaway site; however, it does preserve the option to move forward in a timely fashion should conditions be right to build a small modular reactor in the future. A COL is valid for at least 40 years.

Ameren Missouri estimates the total cost to obtain the small modular reactor COL will be in the range of $80 million to $100 million. Ameren Missouri expects its incremental investment to obtain the small modular reactor COL to be minimal due to several factors, including the company's capitalized investments in new nuclear energy center development of $69 million as of March 31, 2013, the DOE investment funds that would help support the COL application, and Ameren Missouri's agreement with Westinghouse. If the DOE does not approve Westinghouse's application for the small modular reactor investment funds, Ameren Missouri is not obligated to pursue a COL for the Westinghouse small modular reactor design and may terminate its agreement with Westinghouse.

All of Ameren Missouri's costs incurred to license additional nuclear generation at the Callaway site will remain capitalized while management pursues options to maximize the value of its investment. If efforts are permanently abandoned or management concludes it is probable the costs incurred will be disallowed in rates, a charge to earnings would be recognized in the period in which that determination is made.

NOTE 4 - SHORT-TERM DEBT AND LIQUIDITY

The liquidity needs of the Ameren Companies are typically supported through the use of available cash, short-term intercompany borrowings, drawings under committed bank credit agreements, or commercial paper issuances.

The 2012 Missouri Credit Agreement and the 2012 Illinois Credit Agreement were not utilized for borrowings during the three months ended March 31, 2013. As of March 31, 2013, based on letters of credit issued under the 2012 Credit Agreements, the aggregate amount of credit capacity available to Ameren (parent), Ameren Missouri and Ameren Illinois, collectively at March 31, 2013, was $2.06 billion.

Commercial Paper

Ameren did not have any commercial paper outstanding at March 31, 2013, or December 31, 2012. The average daily commercial paper balances outstanding during the three months ended March 31, 2013, and 2012, were $2 million and $84 million, respectively. The weighted-average interest rates during the three months ended March 31, 2013, and 2012, were 0.80% and 0.94%, respectively. The peak short-term commercial paper balances outstanding during the three months ended March 31, 2013, and 2012, were $21 million and $186 million, respectively. The peak interest rates during the three months ended March 31, 2013, and 2012, were 0.85% and 1.25%, respectively. Ameren Missouri and Ameren Illinois did not utilize their commercial paper programs during the three months ended March 31, 2013, and 2012.

Indebtedness Provisions and Other Covenants

The information below presents a summary of the Ameren Companies’ compliance with indebtedness provisions and other covenants within the 2012 Credit Agreements. See Note 4 – Short-term Debt and Liquidity in the Form 10-K for a detailed description of these provisions.

The 2012 Credit Agreements contain nonfinancial covenants, including restrictions on the ability to incur liens, to transact with affiliates, to dispose of assets, to make investments in or transfer assets to its affiliates, and to merge with other entities. The 2012 Credit Agreements require each of Ameren, Ameren Missouri and Ameren Illinois to maintain consolidated indebtedness of not more than 65% of its consolidated total capitalization pursuant to a defined calculation set forth in the agreements. As of March 31, 2013, the ratios of consolidated indebtedness to total consolidated capitalization, calculated in accordance with the provisions of the 2012 Credit Agreements, were 52%, 48% and 42%, for Ameren, Ameren Missouri and Ameren Illinois, respectively. In addition, under the 2012 Illinois Credit Agreement and by virtue of the cross-default provisions of the 2012 Missouri Credit Agreement, Ameren is required to maintain a ratio of consolidated funds from operations plus interest expense to consolidated interest expense of 2.0 to 1, to be calculated quarterly, as of the end of the most recent four fiscal quarters then ending, in accordance with the 2012 Illinois Credit Agreement. Ameren’s ratio as of March 31, 2013, was 5.1

to 1.0. Failure of a borrower to satisfy a financial covenant constitutes an immediate default under the applicable 2012 Credit Agreement. Ameren’s ratios, as discussed above, include both continuing and discontinued operations for the purposes of these calculations.

None of the Ameren Companies' credit agreements or financing arrangements contain credit rating triggers that would cause a default or acceleration of repayment of outstanding balances. Management believes that the Ameren Companies were in compliance with the provisions and covenants of their credit agreements at March 31, 2013.

Money Pools

Ameren has money pool agreements with and among its subsidiaries to coordinate and provide for certain short-term cash and working capital requirements. Separate money pools are maintained for utility and non-state-regulated entities. Ameren Services is responsible for the operation and administration of the money pool agreements.

Utility

Ameren Missouri, Ameren Illinois and Ameren Services may participate in the utility money pool as both lenders and borrowers. Ameren and AERG may participate in the utility money pool only as lenders. Internal funds are surplus funds contributed to the utility money pool from participants. The primary sources of external funds for the utility money pool are the 2012 Credit Agreements and the commercial paper programs. The total amount available to the pool participants from the utility money pool at any given time is reduced by the amount of borrowings made by participants, but is increased to the extent that the pool participants advance surplus funds to the utility money pool or remit funds from other external sources. The availability of funds is also determined by funding requirement limits established by regulatory authorizations. The utility money pool was established to coordinate and to provide short-term cash and working capital for the participants. Participants receiving a loan under the utility money pool agreement must

repay the principal amount of such loan, together with accrued interest. The rate of interest depends on the composition of internal and external funds in the utility money pool. The average interest rate for borrowing under the utility money pool for the three months ended March 31, 2013, was 0.11% (2012 - 0.11%).

Non-state-regulated Subsidiaries

Ameren, Ameren Services, AER, Genco, AERG, Marketing Company, and other non-state-regulated Ameren subsidiaries have the ability, subject to Ameren parent company and applicable regulatory short-term borrowing authorizations, to access funding from the 2012 Credit Agreements and the commercial paper programs through a non-state-regulated subsidiary money pool agreement. AER, Genco, AERG and Marketing Company may participate in the non-state-regulated money pool through the closing of the divestiture transaction as detailed in Note 2 - Divestiture Transactions and Discontinued Operations. All participants may borrow from or lend to the non-state-regulated money pool, except for Ameren Services, which may participate only as a borrower. The total amount available to the pool participants from the non-state-regulated subsidiary money pool at any given time is reduced by the amount of borrowings made by participants, but is increased to the extent that the pool participants advance surplus funds to the non-state-regulated subsidiary money pool or remit funds from other external sources. The non-state-regulated subsidiary money pool was established to coordinate and to provide short-term cash and working capital for the participants. Participants receiving a loan under the non-state-regulated subsidiary money pool agreement must repay the principal amount of such loan, together with accrued interest. The rate of interest depends on the composition of internal and external funds in the non-state-regulated subsidiary money pool. The average interest rate for borrowing under the non-state-regulated subsidiary money pool for the three months ended March 31, 2013, was 0.22% (2012 - 0.76%).

See Note 9 - Related Party Transactions for the amount of interest income and expense from the money pool arrangements recorded by the Ameren Companies for the three months ended March 31, 2013, and 2012.

NOTE 5 - LONG-TERM DEBT AND EQUITY FINANCINGS

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. 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 March 31, 2013, 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	≥2.0	4.7	$	4,304		≥2.5	128.1	$	2,454
Ameren Illinois	≥2.0	7.2		3,499	^(d)	≥1.5	2.7		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 $485 million and $645 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 2012 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 and Ameren Illinois and certain other 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 its stock, unless, among other things, its 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 dividend payments on its 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 March 31, 2013, Ameren Illinois’ ratio of common stock equity to total capitalization was 57%.

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 March 31, 2013, 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.

NOTE 6 - OTHER INCOME AND EXPENSES

The following table presents the components of “Other Income and Expenses” in the Ameren Companies’ statements of income (loss) for the three months ended March 31, 2013, and 2012:



	Three Months
	2013		2012
Ameren:^(a)
Miscellaneous income:
Allowance for equity funds used during construction	$	8	$	9
Interest income on industrial development revenue bonds	7		7
Other	—		1
Total miscellaneous income	$	15	$	17
Miscellaneous expense:
Donations	$	4	$	12	^(b)
Other	4		3
Total miscellaneous expense	$	8	$	15
Ameren Missouri:
Miscellaneous income:
Allowance for equity funds used during construction	$	7	$	8
Interest income on industrial development revenue bonds	7		7
Total miscellaneous income	$	14	$	15
Miscellaneous expense:
Donations	$	2	$	2
Other	3		1
Total miscellaneous expense	$	5	$	3
Ameren Illinois:
Miscellaneous income:
Allowance for equity funds used during construction	$	1	$	1
Total miscellaneous income	$	1	$	1
Miscellaneous expense:
Donations	$	3	$	10	^(b)
Other	—		1
Total miscellaneous expense	$	3	$	11


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


(b)	Includes Ameren Illinois’ one-time $7.5 million donation to the Illinois Science and Energy Innovation Trust pursuant to the IEIMA as a result of Ameren Illinois’ 2012 participation in the formula ratemaking process.

NOTE 7 - DERIVATIVE FINANCIAL INSTRUMENTS

We use derivatives principally to manage the risk of changes in market prices for natural gas, coal, diesel, electricity, and uranium. Such price fluctuations may cause the following:


•	an unrealized appreciation or depreciation of our contracted commitments to purchase or sell when purchase or sale prices under the commitments are compared with current commodity prices;


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


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

The derivatives that we use to hedge these risks are governed by our risk management policies for forward contracts, futures, options, and swaps. Our net positions are continually assessed within our structured hedging programs to determine whether new or offsetting transactions are required. The goal of the hedging program is generally to mitigate financial risks while ensuring that sufficient volumes are available to meet our requirements. Contracts we enter into as part of our risk management program may be settled financially, settled by physical delivery, or net settled with the counterparty.

The following table presents open gross commodity contract volumes by commodity type as of March 31, 2013, and December 31, 2012:



	Quantity (in millions, except as indicated)
Commodity	Accrual & NPNS Contracts^(a)		Other Derivatives^(b)		Derivatives That Qualify for Regulatory Deferral^(c)
	2013	2012	2013	2012	2013	2012
Coal (in tons)
Ameren Missouri & Ameren	91	96	(d)	(d)	(d)	(d)
Fuel oils (in gallons)^(e)
Ameren Missouri & Ameren	(d)	(d)	(d)	(d)	67	26
Natural gas (in mmbtu)
Ameren Missouri	3	4	1	—	21	19
Ameren Illinois	12	16	(d)	(d)	137	128
Ameren	15	20	1	—	158	147
Power (in megawatthours)
Ameren Missouri	4	3	2	2	8	9
Ameren Illinois	19	21	(d)	(d)	12	14
Ameren	23	24	2	2	20	23
Renewable energy credits^(f)
Ameren Missouri	3	3	(d)	(d)	(d)	(d)
Ameren Illinois	12	12	(d)	(d)	(d)	(d)
Ameren	15	15	(d)	(d)	(d)	(d)
Uranium (pounds in thousands)
Ameren Missouri & Ameren	4,950	5,142	(d)	(d)	480	446


(a)	Accrual contracts include commodity contracts that do not qualify as derivatives. As of March 31, 2013, these contracts ran through December 2017, March 2015, September 2024, May 2032, and October 2024 for coal, natural gas, power, renewable energy credits, and uranium, respectively.


(b)	As of March 31, 2013, these contracts ran through April 2013 and December 2014 for natural gas and power, respectively.


(c)	As of March 31, 2013, these contracts ran through October 2015, March 2017, May 2032, and September 2014 for fuel oils, natural gas, power, and uranium, respectively.


(d)	Not applicable.


(e)	Fuel oils consist of heating oil, ultra-low sulfur diesel, and crude oil.


(f)	A renewable energy credit is created for every one megawatthour of renewable energy generated. The Ameren Companies’ contracts include renewable energy credits from solar and wind-generated power.

Authoritative accounting guidance regarding derivative instruments requires that all contracts considered to be derivative instruments be recorded on the balance sheet at their fair values, unless the NPNS exception applies. See Note 8 - Fair Value Measurements for our methods of assessing the fair value of derivative instruments. Many of our physical contracts, such as our purchased power contracts, qualify for the NPNS exception to derivative accounting rules. The revenue or expense on NPNS contracts is recognized at the contract price upon physical delivery.

If we determine that a contract meets the definition of a derivative and is not eligible for the NPNS exception, we review the contract to determine if it qualifies for hedge accounting. We also consider whether gains or losses resulting from such derivatives qualify for regulatory deferral. Contracts that qualify for cash flow hedge accounting are recorded at fair value with changes in fair value charged or credited to accumulated OCI in the period in which the change occurs, to the extent the hedge is effective. To the extent the hedge is ineffective, the related changes in fair value are charged or credited to the statement of income (loss) or the statement of income and comprehensive income in the period in which the change occurs. When the contract is settled or delivered, the net gain or loss is recorded in the statement of income (loss) or the statement of income and comprehensive income.

Derivative contracts that qualify for regulatory deferral are recorded at fair value, with changes in fair value recorded as regulatory assets or regulatory liabilities in the period in which the change occurs. Ameren Missouri and Ameren Illinois believe derivative gains and losses deferred as regulatory assets and regulatory liabilities are probable of recovery or refund through future rates charged to customers. Regulatory assets and regulatory liabilities are amortized to operating income as related losses and gains are reflected in rates charged to customers. Therefore, gains and losses on these derivatives have no effect on operating income.

Certain derivative contracts are entered into on a regular basis as part of our risk management program but do not qualify for, or we do not choose to elect, the NPNS exception, hedge accounting, or regulatory deferral accounting. Such contracts are recorded at fair value, with changes in fair value charged or credited to the statement of income (loss) or the statement of income and comprehensive income in the period in which the change occurs.

Authoritative accounting guidance permits companies to offset fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a liability) against fair value amounts recognized for derivative instruments that are executed with the same counterparty under the same master netting arrangement. The Ameren Companies

did not elect to adopt this guidance for any eligible commodity contracts.

The following table presents the carrying value and balance sheet location of all derivative instruments as of March 31, 2013, and December 31, 2012:



	Balance Sheet Location		Ameren		Ameren Missouri		Ameren Illinois
2013
Derivative assets not designated as hedging instruments^(a)
Commodity contracts:
Fuel oils	MTM derivative assets	$	6	$	(b)	$	(b)
	Other current assets		—		6		—
	Other assets		4		4		—
Natural gas	MTM derivative assets		6		(b)		(b)
	Other current assets		—