Edgar Filing: AMEREN CORP

AEE-2014 Q2

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 June 30, 2014



¨	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) 343-8150

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



Ameren Corporation	Yes	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 website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



Ameren Corporation	Yes	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 July 31, 2014, was as follows:



Ameren Corporation		Common stock, $0.01 par value per share - 242,634,798
Union Electric Company		Common stock, $5 par value per share, held by Ameren Corporation - 102,123,834
Ameren Illinois Company		Common stock, no par value, held by Ameren Corporation - 25,452,373

______________________________________________________________________________________________________

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

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 (d/b/a Ameren Missouri)	7
	Statement of Income and Comprehensive Income	7
	Balance Sheet	8
	Statement of Cash Flows	9
	Ameren Illinois Company (d/b/a Ameren Illinois)	10
	Statement of Income and Comprehensive Income	10
	Balance Sheet	11
	Statement of Cash Flows	12
	Combined Notes to Financial Statements	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	70
Item 4.	Controls and Procedures	72

PART II Other Information

Item 1.	Legal Proceedings	73
Item 1A.	Risk Factors	73
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	73
Item 6.	Exhibits	73

Signatures		76

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

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.

2006 Incentive Plan - The 2006 Omnibus Incentive Compensation Plan, which became effective in May 2006 and provided for compensatory stock-based awards to eligible employees and directors. The 2006 Omnibus Incentive Compensation Plan was replaced prospectively for new grants by the 2014 Incentive Plan.

2014 Incentive Plan - The 2014 Omnibus Incentive Compensation Plan, which became effective in April 2014 and provides for compensatory stock-based awards to eligible employees and directors.

Clean Power Plan - “Carbon Pollution Emission Guidelines for Existing Stationary Sources: Electric Utility Generating Units”, a proposed rule issued by the EPA on June 18, 2014.

Form 10-K - The combined Annual Report on Form 10-K for the year ended December 31, 2013, filed by the Ameren Companies with the SEC.

NEIL - Nuclear Electric Insurance Limited, which includes all of its affiliated companies.

Net energy cost - Net energy cost, as defined in the FAC, includes fuel and purchased power costs, including transportation charges and revenues, net of off-system sales.

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:


•	regulatory, judicial, or legislative actions, including changes in regulatory policies and ratemaking determinations, such as the complaint cases filed by Noranda and 37 residential customers with the MoPSC in February 2014; Ameren

Missouri’s July 2014 electric rate case filing; Ameren Illinois' appeals of the ICC's electric and natural gas rate orders issued in December 2013; Ameren Illinois’ April 2014 annual electric delivery service formula update filing; FERC settlement procedures regarding a potential Ameren Illinois electric transmission rate refund; the complaint case filed with FERC seeking a reduction in the allowed return on common equity under the MISO tariff; 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, including the direct relationship between Ameren Illinois' return on common equity and 30-year United States Treasury bond yields, 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 potential extension of the IEIMA after its current sunset provision at the end of 2017, and any changes to the performance-based formula ratemaking process or required financial commitments;


•	the effects of Ameren Illinois' expected participation, beginning in 2015, in the regulatory framework provided by the state of Illinois' Natural Gas Consumer, Safety and Reliability Act, which allows for the use of a rider to recover costs of certain natural gas infrastructure investments made between rate cases;


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


•	changes in laws and other governmental actions, including monetary, fiscal, and tax policies;


•	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;


•	the timing of increasing capital expenditure and operating expense requirements and our ability to timely 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 our ability to recover the costs for such commodities;


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


•	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 may have an adverse effect on the cost or availability of capital, including short-term credit and liquidity;


•	our assessment of our liquidity;


•	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 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 claim against an insurer 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 and unplanned outages, and decommissioning costs;


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

•

the impact of current environmental regulations and new, more stringent or changing requirements, including those related to 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 or investment requirements, result in an impairment of our assets, cause us to sell our assets, reduce our customers' demand for electricity or natural gas, or otherwise have a negative financial effect;


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


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


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


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


•	the inability of Dynegy and IPH to satisfy their indemnity and other obligations to Ameren in connection with the divestiture of New AER to IPH;


•	legal and administrative proceedings; and


•	acts of sabotage, war, terrorism, cyber 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 June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Operating Revenues:
Electric	$	1,235		$	1,228		$	2,341		$	2,316
Gas	184			175			672			562
Total operating revenues	1,419			1,403			3,013			2,878
Operating Expenses:
Fuel	198			213			402			426
Purchased power	111			121			223			272
Gas purchased for resale	79			72			383			302
Other operations and maintenance	412			447			832			846
Depreciation and amortization	183			178			364			353
Taxes other than income taxes	114			111			241			233
Total operating expenses	1,097			1,142			2,445			2,432
Operating Income	322			261			568			446
Other Income and Expenses:
Miscellaneous income	21			16			39			31
Miscellaneous expense	4			5			13			13
Total other income	17			11			26			18
Interest Charges	89			100			181			201
Income Before Income Taxes	250			172			413			263
Income Taxes	99			66			163			101
Income from Continuing Operations	151			106			250			162
Loss from Discontinued Operations, Net of Taxes (Note 12)	(1		)	(10		)	(2		)	(209		)
Net Income (Loss)	150			96			248			(47		)
Less: Net Income from Continuing Operations Attributable to Noncontrolling Interests	1			1			3			3
Net Income (Loss) Attributable to Ameren Corporation:
Continuing Operations	150			105			247			159
Discontinued Operations	(1		)	(10		)	(2		)	(209		)
Net Income (Loss) Attributable to Ameren Corporation	$	149		$	95		$	245		$	(50	)

Earnings (Loss) per Common Share – Basic:
Continuing Operations	$	0.62		$	0.44		$	1.02		$	0.66
Discontinued Operations	(0.01		)	(0.05		)	(0.01		)	(0.87		)
Earnings (Loss) per Common Share – Basic	$	0.61		$	0.39		$	1.01		$	(0.21	)


Dividends per Common Share	$	0.40		$	0.40		$	0.80		$	0.80
Average Common Shares Outstanding – Basic	242.6			242.6			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 June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Income from Continuing Operations	$	151		$	106		$	250		$	162
Other Comprehensive Income, Net of Taxes
Pension and other postretirement benefit plan activity, net of income taxes of $3, $8, $3 and $8, respectively	3			10			3			10
Comprehensive Income from Continuing Operations	154			116			253			172
Less: Comprehensive Income from Continuing Operations Attributable to Noncontrolling Interests	1			1			3			3
Comprehensive Income from Continuing Operations Attributable to Ameren Corporation	153			115			250			169

Loss from Discontinued Operations, Net of Taxes	(1		)	(10		)	(2		)	(209		)
Other Comprehensive Loss from Discontinued Operations, Net of Taxes	—			(4		)	—			(11		)
Comprehensive Loss from Discontinued Operations Attributable to Ameren Corporation	(1		)	(14		)	(2		)	(220		)
Comprehensive Income (Loss) Attributable to Ameren Corporation	$	152		$	101		$	248		$	(51	)

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

AMEREN CORPORATION

CONSOLIDATED BALANCE SHEET

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



	June 30, 2014		December 31, 2013
ASSETS
Current Assets:
Cash and cash equivalents	$	46	$	30
Accounts receivable – trade (less allowance for doubtful accounts of $23 and $18, respectively)	454		404
Unbilled revenue	299		304
Miscellaneous accounts and notes receivable	213		196
Materials and supplies	491		526
Current regulatory assets	202		156
Current accumulated deferred income taxes, net	177		106
Other current assets	68		85
Assets of discontinued operations (Note 12)	15		165
Total current assets	1,965		1,972
Property and Plant, Net	16,726		16,205
Investments and Other Assets:
Nuclear decommissioning trust fund	523		494
Goodwill	411		411
Intangible assets	19		22
Regulatory assets	1,213		1,240
Other assets	731		698
Total investments and other assets	2,897		2,865
TOTAL ASSETS	$	21,588	$	21,042
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	119	$	534
Short-term debt	793		368
Accounts and wages payable	575		806
Taxes accrued	132		55
Interest accrued	92		86
Current regulatory liabilities	218		216
Other current liabilities	350		351
Liabilities of discontinued operations (Note 12)	33		45
Total current liabilities	2,312		2,461
Long-term Debt, Net	5,825		5,504
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net	3,526		3,250
Accumulated deferred investment tax credits	60		63
Regulatory liabilities	1,784		1,705
Asset retirement obligations	380		369
Pension and other postretirement benefits	463		466
Other deferred credits and liabilities	524		538
Total deferred credits and other liabilities	6,737		6,391
Commitments and Contingencies (Notes 2, 9, 10 and 12)
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	5,607		5,632
Retained earnings	957		907
Accumulated other comprehensive income	6		3
Total Ameren Corporation stockholders’ equity	6,572		6,544
Noncontrolling Interests	142		142
Total equity	6,714		6,686
TOTAL LIABILITIES AND EQUITY	$	21,588	$	21,042

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



AMEREN CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)
	Six Months Ended June 30,
	2014			2013
Cash Flows From Operating Activities:
Net income (loss)	$	248		$	(47	)
Loss from discontinued operations, net of taxes	2			209
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	349			334
Amortization of nuclear fuel	47			29
Amortization of debt issuance costs and premium/discounts	11			12
Deferred income taxes and investment tax credits, net	178			70
Allowance for equity funds used during construction	(16		)	(16		)
Stock-based compensation costs	15			14
Other	(8		)	18
Changes in assets and liabilities:
Receivables	(62		)	(92		)
Materials and supplies	35			77
Accounts and wages payable	(180		)	(75		)
Taxes accrued	68			67
Assets, other	(68		)	49
Liabilities, other	3			9
Pension and other postretirement benefits	21			36
Counterparty collateral, net	15			35
Net cash provided by operating activities – continuing operations	658			729
Net cash provided by (used in) operating activities – discontinued operations	(4		)	39
Net cash provided by operating activities	654			768
Cash Flows From Investing Activities:
Capital expenditures	(883		)	(575		)
Nuclear fuel expenditures	(26		)	(25		)
Purchases of securities – nuclear decommissioning trust fund	(290		)	(97		)
Sales and maturities of securities – nuclear decommissioning trust fund	283			89
Proceeds from note receivable – Marketing Company	70			—
Contributions to note receivable – Marketing Company	(78		)	—
Other	2			2
Net cash used in investing activities – continuing operations	(922		)	(606		)
Net cash provided by (used in) investing activities – discontinued operations	152			(31		)
Net cash used in investing activities	(770		)	(637		)
Cash Flows From Financing Activities:
Dividends on common stock	(194		)	(194		)
Dividends paid to noncontrolling interest holders	(3		)	(3		)
Short-term debt, net	425			25
Redemptions and maturities of long-term debt	(692		)	—
Issuances of long-term debt	598			—
Capital issuance costs	(4		)	—
Advances received for construction	2			7
Net cash provided by (used in) financing activities – continuing operations	132			(165		)
Net cash used in financing activities – discontinued operations	—			—
Net cash provided by (used in) financing activities	132			(165		)
Net change in cash and cash equivalents	16			(34		)
Cash and cash equivalents at beginning of year	30			209
Cash and cash equivalents at end of period	46			175
Less cash and cash equivalents at end of period – discontinued operations	—			25
Cash and cash equivalents at end of period – continuing operations	$	46		$	150

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

UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)

STATEMENT OF INCOME AND COMPREHENSIVE INCOME

(Unaudited) (In millions)



	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Operating Revenues:
Electric	$	871	$	860	$	1,620	$	1,592
Gas	28		29		96		93
Other	1		—		1		—
Total operating revenues	900		889		1,717		1,685
Operating Expenses:
Fuel	198		213		402		426
Purchased power	28		41		61		67
Gas purchased for resale	11		11		51		48
Other operations and maintenance	222		253		449		474
Depreciation and amortization	117		113		233		224
Taxes other than income taxes	81		79		159		156
Total operating expenses	657		710		1,355		1,395
Operating Income	243		179		362		290
Other Income and Expenses:
Miscellaneous income	16		14		30		28
Miscellaneous expense	2		3		6		8
Total other income	14		11		24		20
Interest Charges	54		56		106		116
Income Before Income Taxes	203		134		280		194
Income Taxes	76		49		105		68
Net Income	127		85		175		126
Other Comprehensive Income	—		—		—		—
Comprehensive Income	$	127	$	85	$	175	$	126


Net Income	$	127	$	85	$	175	$	126
Preferred Stock Dividends	1		1		2		2
Net Income Available to Common Stockholder	$	126	$	84	$	173	$	124

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

UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)

BALANCE SHEET

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



	June 30, 2014		December 31, 2013
ASSETS
Current Assets:
Cash and cash equivalents	$	28	$	1
Accounts receivable – trade (less allowance for doubtful accounts of $7 and $5, respectively)	217		191
Accounts receivable – affiliates	2		1
Unbilled revenue	214		168
Miscellaneous accounts and notes receivable	81		57
Materials and supplies	352		352
Current regulatory assets	141		118
Other current assets	82		71
Total current assets	1,117		959
Property and Plant, Net	10,599		10,452
Investments and Other Assets:
Nuclear decommissioning trust fund	523		494
Intangible assets	19		22
Regulatory assets	529		534
Other assets	416		443
Total investments and other assets	1,487		1,493
TOTAL ASSETS	$	13,203	$	12,904
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	119	$	109
Borrowings from money pool	61		105
Short-term debt	185		—
Accounts and wages payable	195		387
Accounts payable – affiliates	16		30
Taxes accrued	157		220
Interest accrued	73		57
Current regulatory liabilities	39		57
Other current liabilities	101		82
Total current liabilities	946		1,047
Long-term Debt, Net	3,885		3,648
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net	2,613		2,524
Accumulated deferred investment tax credits	57		59
Regulatory liabilities	1,099		1,041
Asset retirement obligations	378		366
Pension and other postretirement benefits	172		189
Other deferred credits and liabilities	42		37
Total deferred credits and other liabilities	4,361		4,216
Commitments and Contingencies (Notes 2, 8, 9 and 10)
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	1,560		1,560
Preferred stock not subject to mandatory redemption	80		80
Retained earnings	1,860		1,842
Total stockholders’ equity	4,011		3,993
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	13,203	$	12,904

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

UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)

STATEMENT OF CASH FLOWS

(Unaudited) (In millions)



	Six Months Ended June 30,
	2014			2013
Cash Flows From Operating Activities:
Net income	$	175		$	126
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	220			208
Amortization of nuclear fuel	47			29
FAC prudence review charge	—			23
Amortization of debt issuance costs and premium/discounts	4			4
Deferred income taxes and investment tax credits, net	61			13
Allowance for equity funds used during construction	(15		)	(14		)
Changes in assets and liabilities:
Receivables	(97		)	(155		)
Materials and supplies	—			28
Accounts and wages payable	(163		)	(119		)
Taxes accrued	(65		)	79
Assets, other	(5		)	61
Liabilities, other	39			37
Pension and other postretirement benefits	11			18
Net cash provided by operating activities	212			338
Cash Flows From Investing Activities:
Capital expenditures	(375		)	(273		)
Nuclear fuel expenditures	(26		)	(25		)
Money pool advances, net	—			24
Purchases of securities – nuclear decommissioning trust fund	(290		)	(97		)
Sales and maturities of securities – nuclear decommissioning trust fund	283			89
Other	(5		)	(3		)
Net cash used in investing activities	(413		)	(285		)
Cash Flows From Financing Activities:
Dividends on common stock	(155		)	(180		)
Dividends on preferred stock	(2		)	(2		)
Short-term debt, net	185			—
Money pool borrowings, net	(44		)	—
Maturities of long-term debt	(104		)	—
Issuances of long-term debt	350			—
Capital issuance costs	(2		)	—
Net cash provided by (used in) financing activities	228			(182		)
Net change in cash and cash equivalents	27			(129		)
Cash and cash equivalents at beginning of year	1			148
Cash and cash equivalents at end of period	$	28		$	19

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

AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)

STATEMENT OF INCOME AND COMPREHENSIVE INCOME

(Unaudited) (In millions)



	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Operating Revenues:
Electric	$	364		$	368		$	717		$	728
Gas	155			146			576			470
Other	—			2			—			2
Total operating revenues	519			516			1,293			1,200
Operating Expenses:
Purchased power	86			80			167			207
Gas purchased for resale	67			61			331			254
Other operations and maintenance	195			196			395			372
Depreciation and amortization	64			62			127			123
Taxes other than income taxes	32			30			78			72
Total operating expenses	444			429			1,098			1,028
Operating Income	75			87			195			172
Other Income and Expenses:
Miscellaneous income	5			2			8			3
Miscellaneous expense	1			1			5			4
Total other income (expense)	4			1			3			(1		)
Interest Charges	29			34			59			65
Income Before Income Taxes	50			54			139			106
Income Taxes	21			22			56			42
Net Income	29			32			83			64
Other Comprehensive Loss, Net of Taxes:
Pension and other postretirement benefit plan activity, net of income taxes (benefit) of $-, $-, $(1) and $(1), respectively	(1		)	(1		)	(2		)	(2		)
Comprehensive Income	$	28		$	31		$	81		$	62


Net Income	$	29		$	32		$	83		$	64
Preferred Stock Dividends	1			1			2			2
Net Income Available to Common Stockholder	$	28		$	31		$	81		$	62

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

AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)

BALANCE SHEET

(Unaudited) (In millions)



	June 30, 2014		December 31, 2013
ASSETS
Current Assets:
Cash and cash equivalents	$	2	$	1
Accounts receivable – trade (less allowance for doubtful accounts of $16 and $13, respectively)	221		201
Unbilled revenue	85		135
Miscellaneous accounts receivable	7		13
Materials and supplies	138		174
Current regulatory assets	61		38
Current accumulated deferred income taxes, net	77		45
Other current assets	14		26
Total current assets	605		633
Property and Plant, Net	5,882		5,589
Investments and Other Assets:
Goodwill	411		411
Regulatory assets	677		701
Other assets	144		120
Total investments and other assets	1,232		1,232
TOTAL ASSETS	$	7,719	$	7,454
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	105	$	—
Borrowings from money pool	—		56
Accounts and wages payable	209		243
Accounts payable – affiliates	25		18
Taxes accrued	18		23
Customer deposits	75		79
Current environmental remediation	47		43
Current regulatory liabilities	179		159
Other current liabilities	121		150
Total current liabilities	779		771
Long-term Debt, Net	1,940		1,856
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net	1,205		1,116
Accumulated deferred investment tax credits	4		4
Regulatory liabilities	685		664
Pension and other postretirement benefits	215		197
Environmental remediation	212		232
Other deferred credits and liabilities	152		166
Total deferred credits and other liabilities	2,473		2,379
Commitments and Contingencies (Notes 2, 8 and 9)
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	491		410
Accumulated other comprehensive income	9		11
Total stockholders’ equity	2,527		2,448
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,719	$	7,454

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

AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)

STATEMENT OF CASH FLOWS

(Unaudited) (In millions)



	Six Months Ended June 30,
	2014			2013
Cash Flows From Operating Activities:
Net income	$	83		$	64
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	125			121
Amortization of debt issuance costs and premium/discounts	6			7
Deferred income taxes and investment tax credits, net	58			61
Other	(4		)	(4		)
Changes in assets and liabilities:
Receivables	36			62
Materials and supplies	36			50
Accounts and wages payable	2			46
Taxes accrued	(5		)	(6		)
Assets, other	(61		)	(4		)
Liabilities, other	3			(18		)
Pension and other postretirement benefits	7			15
Counterparty collateral, net	15			32
Net cash provided by operating activities	301			426
Cash Flows From Investing Activities:
Capital expenditures	(436		)	(283		)
Other	4			4
Net cash used in investing activities	(432		)	(279		)
Cash Flows From Financing Activities:
Dividends on common stock	—			(30		)
Dividends on preferred stock	(2		)	(2		)
Short-term debt, net	105			—
Money pool borrowings, net	(56		)	(24		)
Redemptions of long-term debt	(163		)	—
Issuances of long-term debt	248			—
Capital issuance costs	(2		)	—
Advances received for construction	2			7
Net cash provided by (used in) financing activities	132			(49		)
Net change in cash and cash equivalents	1			98
Cash and cash equivalents at beginning of year	1			—
Cash and cash equivalents at end of period	$	2		$	98

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

AMEREN CORPORATION (Consolidated)

UNION ELECTRIC COMPANY (d/b/a Ameren Missouri)

AMEREN ILLINOIS COMPANY (d/b/a Ameren Illinois)

COMBINED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

June 30, 2014

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. 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, doing business as 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 Missouri supplies electric service to 1.2 million customers and natural gas service to 127,000 customers.


•	Ameren Illinois Company, doing business as Ameren Illinois, operates a rate-regulated electric and natural gas transmission and distribution business in Illinois. Ameren Illinois supplies electric service to 1.2 million customers and natural gas service to 807,000 customers.

Ameren has various other subsidiaries responsible for activities such as the provision of shared services. Ameren also has a subsidiary, ATXI, that operates a FERC rate-regulated electric transmission business and is developing the Illinois Rivers project.

The operating results, assets, and liabilities for New AER and the Elgin, Gibson City, Grand Tower, Meredosia, and Hutsonville energy centers have been presented separately as

discontinued operations for all periods presented in this report. Unless otherwise stated, these notes to Ameren’s financial statements exclude discontinued operations for all periods presented. On January 31, 2014, Medina Valley completed its sale of the Elgin, Gibson City, and Grand Tower gas-fired energy centers to Rockland Capital. See Note 12 - Divestiture Transactions and Discontinued Operations in this report for additional information regarding the discontinued operations presentation and Note 16 - Divestiture Transactions and Discontinued Operations under Part II, Item 8, of the Form 10-K for additional information regarding Ameren’s divestiture of New AER in December 2013.

The financial statements of Ameren are prepared on a consolidated basis, and therefore include the accounts of its majority-owned subsidiaries. All significant intercompany transactions have been eliminated. Ameren Missouri and Ameren Illinois have no subsidiaries, and therefore their financial statements are not prepared on a consolidated basis. 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.

Earnings Per Share

There were no material differences between Ameren’s basic and diluted earnings per share amounts for the three and six months ended June 30, 2014, and 2013, caused by the assumed settlement of performance share units. The number of dilutive performance share units had an immaterial impact on earnings per share.

Stock-based Compensation

Ameren’s long-term incentive plan available for eligible employees and directors, the 2006 Incentive Plan, was replaced prospectively for new grants by the 2014 Incentive Plan effective April 24, 2014. The 2014 Incentive Plan provides for a maximum of 8 million common shares to be available for grant to eligible employees and directors, and retains many of the features of the 2006 Incentive Plan. To the extent that the issuance of a share that is subject to an outstanding award under the 2006 Incentive Plan as of April 24, 2014 would cause Ameren to exceed the maximum authorized shares under the 2006 Incentive Plan, the issuance of that share will take place under the 2014 Incentive Plan and will therefore reduce the maximum number of shares that may be granted under the 2014 Incentive Plan. The 2014 Incentive Plan awards may be stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units, cash-based awards, and other stock-based awards.

A summary of nonvested performance share units at June 30, 2014, and changes during the six months ended June 30, 2014, under the 2006 Incentive Plan and the 2014 Incentive Plan are presented below:



	Performance Share Units
	Share Units		Weighted-average Fair Value Per Share Unit at Grant Date
Nonvested at January 1, 2014	1,218,544		$	33.23
Granted^(a)	683,591		38.90
April Grants^(b)	38,559		50.34
Forfeitures	(65,847	)	33.82
Vested^(c)	(116,297	)	38.81
Nonvested at June 30, 2014	1,758,550		$	35.42


(a)	Includes performance share units (share units) granted to certain executive and nonexecutive officers and other eligible employees in 2014 under the 2006 Incentive Plan.

(b)

In April 2014, certain executive officers were granted additional share units under the 2006 Incentive Plan and the 2014 Incentive Plan. The significant assumptions used to calculate fair value included a prorated three-year risk-free rate ranging from 0.76% to 0.79%, volatility of 12% to 18% for the peer group, and Ameren’s attainment of a three-year average earnings per share threshold during the performance period.


(c)	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 2014, excluding the April Grants, under the 2006 Incentive Plan and the 2014 Incentive Plan was determined to be $38.90. That amount was based on Ameren’s closing common share price of $36.16 at December 31, 2013, and lattice simulations. Lattice simulations are used to estimate expected share payout based on Ameren’s total stockholder return for a three-year performance period relative to the designated peer group beginning January 1, 2014. 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 0.78%, volatility of 12% to 18% 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 renewable energy credits and emission allowances 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 June 30, 2014, 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 each $19 million at June 30, 2014. The book value of Ameren’s and Ameren Missouri’s renewable energy credits was each $22 million at December 31, 2013.

Ameren Missouri’s and Ameren Illinois’ renewable energy credits and Ameren Missouri’s emission allowances are charged to “Purchased power” expense and “Fuel” expense, respectively, as they are used in operations. 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 and six months ended June 30, 2014, and 2013:



		Three Months			Six Months
	2014		2013		2014		2013
Ameren Missouri	$	—	$	—	$	6	$	(a)
Ameren Illinois		3		3		6		7
Ameren	$	3	$	3	$	12	$	7


(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 customer and are therefore not included in revenues and expenses. They are 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 and six months ended June 30, 2014, and 2013:



	Three Months				Six Months
	2014		2013		2014		2013
Ameren Missouri	$	39	$	38	$	73	$	71
Ameren Illinois	11		11		37		33
Ameren	$	50	$	49	$	110	$	104

Uncertain Tax Positions

The following table presents the amount of unrecognized tax benefits (detriments) related to uncertain tax positions as of June 30, 2014, and December 31, 2013:



	June 30, 2014		December 31, 2013
Ameren	$	94	$	90
Ameren Missouri	34		31
Ameren Illinois	—		(1		)

With the adoption of new accounting guidance in the first quarter of 2014, unrecognized tax benefits are recorded in “Accumulated deferred income taxes, net” as a reduction to the deferred tax assets for net operating loss and tax credit carryforwards on Ameren’s, Ameren Missouri’s and Ameren Illinois’ respective balance sheets. Unrecognized tax benefits that exceed these carryforwards are recorded in “Other deferred credits and liabilities” on the respective balance sheets. At June 30, 2014, unrecognized tax benefits of $86 million, $13 million, and $- million were recorded in “Accumulated deferred income taxes, net” on Ameren's, Ameren Missouri's and Ameren Illinois' balance sheets, respectively. At December 31, 2013, unrecognized tax benefits of $84 million, $15 million, and $- million previously recorded in “Other deferred credits and liabilities” on the respective balance sheets were reclassified to “Accumulated deferred income taxes, net” for comparative purposes. For additional information see the Accounting and Reporting Developments section below.

The following table presents the amount of unrecognized tax benefits (detriments) related to uncertain tax positions as of June 30, 2014, and December 31, 2013, that would impact the effective tax rate, if recognized:



	June 30, 2014			December 31, 2013
Ameren	$	55		$	54
Ameren Missouri	3			3
Ameren Illinois	(1		)	—

Ameren’s federal income tax returns for the years 2007 through 2012 are before the Appeals Office of the IRS.

It is reasonably possible that a settlement will be reached with the Appeals Office of the IRS in the next 12 months for the years 2007 through 2011. This settlement, which is primarily related to uncertain tax positions for research tax deductions, is expected to result in a decrease in uncertain tax benefits of $20 million and $13 million for Ameren and Ameren Missouri, respectively, none of which would impact their respective effective tax rates. 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 fluctuate. However, the Ameren Companies do not believe any such fluctuations, 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 at June 30, 2014, compared to December 31, 2013, to reflect the accretion of obligations to their fair value and an additional ARO at Ameren and Ameren Missouri of $2 million related to the retirement costs for a CCR storage facility, partially offset by immaterial settlements.

Noncontrolling Interests

As of June 30, 2014, Ameren's noncontrolling interests were composed of the preferred stock not subject to mandatory redemption of Ameren Missouri and Ameren Illinois. All noncontrolling interests are classified as a component of equity separate from Ameren's equity on its consolidated balance sheet. A reconciliation of the equity changes attributable to the noncontrolling interests at Ameren for the three and six months ended June 30, 2014, and 2013, are shown below:



	Three Months							Six Months
	2014			2013				2014			2013
Noncontrolling interests, beginning of period	$	142		$	151		^(a)	$	142		$	151		^(a)
Net income from continuing operations attributable to noncontrolling interests	1			1				3			3
Dividends paid to noncontrolling interest holders	(1		)	(1		)		(3		)	(3		)
Noncontrolling interests, end of period	$	142		$	151		^(a)	$	142		$	151		^(a)

(a)

Included the 20% EEI ownership interest not owned by Ameren prior to the divestiture of New AER to IPH. Prior to the divestiture of New AER, the assets and liabilities of EEI were consolidated in Ameren’s balance sheet at a 100% ownership level and were included in “Assets of discontinued operations” and “Liabilities of discontinued operations.” The divestiture of New AER, which included EEI, was completed in the fourth quarter of 2013. See Note 12 - Divestiture Transactions and Discontinued Operations for additional information.

Accounting and Reporting Developments

The following is a summary of recently adopted or issued authoritative accounting guidance relevant to the Ameren Companies.

Presentation of an Unrecognized Tax Benefit

In July 2013, FASB issued additional authoritative accounting guidance to provide clarity for the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The objective of this guidance is to eliminate diversity in practice related to the presentation of certain unrecognized tax benefits. It requires entities to present an unrecognized tax benefit as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is available under the tax law. This guidance was effective for the Ameren Companies beginning in the first quarter of 2014. Previously, unrecognized tax benefits were recorded in “Other deferred credits and liabilities” on Ameren's, Ameren Missouri's and Ameren Illinois' respective balance sheets. Beginning in the first quarter 2014, unrecognized tax benefits are recorded in “Accumulated deferred income taxes, net” as a reduction to the deferred tax assets for net operating loss and tax credit carryforwards on the respective balance sheets. Unrecognized tax benefits that exceed these carryforwards are recorded in “Other deferred credits and liabilities,” on the respective balance sheets. For comparative purposes, the Ameren Companies reclassified the December 31, 2013 balances in accordance with the new guidance as discussed in the Uncertain Tax Positions section above. The implementation of the additional authoritative accounting guidance did not affect the Ameren Companies' results of operations or liquidity, as this guidance is presentation-related only.

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity

In April 2014, FASB issued authoritative accounting guidance that changes the criteria for reporting and qualifying for discontinued operations. Under the new guidance, a component of an entity, or a group of components of an entity, that either meets the criteria to be classified as held for sale or is disposed of by sale or otherwise, is required to be reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. The guidance includes expanded disclosure requirements for discontinued operations and additional disclosures about a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation. The guidance will be effective for the Ameren Companies in the first quarter of 2015 for components that are classified as held for sale or disposed of on or after January 1, 2015. Early adoption is permitted, but only for disposals or classifications as held for sale that have not been reported in financial statements previously issued. Therefore,

Ameren’s existing discontinued operations would not be subject to the new disclosure requirements. The guidance will not affect the Ameren Companies’ results of operations, financial position, or liquidity, as this guidance is presentation-related only.

Revenue from Contracts with Customers

In May 2014, FASB issued authoritative accounting guidance to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP. The guidance requires an entity to recognize an amount of revenue for the transfer of promised goods or services to customers that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance will be effective for the Ameren Companies in the first quarter of 2017. The Ameren Companies are currently assessing the impacts of this guidance.

NOTE 2 - 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

2014 Electric Rate Case

In July 2014, Ameren Missouri filed a request with the MoPSC seeking approval to increase its annual revenues for electric service by $264 million. The rate request seeks recovery of increased net energy costs and rebates provided for customer-installed solar generation, as well as recovery of and a return on additional electric infrastructure investments made for the benefit of Ameren Missouri’s customers. Plant additions to rate base since the last electric rate order are expected to total approximately $1.4 billion through the anticipated true-up date in this rate case and include electric infrastructure investments for upgrades to the electrostatic precipitators at the coal-fired Labadie energy center to meet more stringent environmental regulations, the replacement of the nuclear reactor vessel head at the Callaway energy center in order to ensure continued safe and dependable operations, two new substations in St. Louis, and the O’Fallon energy center, which will be Missouri’s largest investor-owned utility solar facility, among other additions. Approximately $127 million of the request relates to an increase in net energy costs above the current levels included in base rates previously authorized by the MoPSC in its December 2012 electric rate order, 95% of which, absent initiation of this general rate proceeding, would have been reflected in rate adjustments implemented under Ameren Missouri’s existing FAC. The electric rate increase request is based on a 10.4% return on equity, a

capital structure composed of 51.6% common equity, an electric rate base for Ameren Missouri of $7.3 billion, and a test year ended March 31, 2014, with certain pro-forma adjustments expected through the anticipated true-up date of December 31, 2014.

As a part of its filing, Ameren Missouri also requested continued use of the FAC and the regulatory tracking mechanisms for storm costs, vegetation management/infrastructure inspection costs, pension and postretirement benefits, and uncertain income tax positions that the MoPSC previously authorized in earlier electric rate orders.

The MoPSC proceeding relating to the proposed electric service rate changes will take place over a period of up to 11 months and a decision by the MoPSC in such proceeding is expected by May 2015, with rates effective by June 2015. Ameren Missouri cannot predict the level of any electric service rate change the MoPSC may approve, when any rate change may go into effect or whether any rate increase that may eventually be approved will be sufficient for Ameren Missouri to recover its costs and earn a reasonable return on its investments when the increase goes into effect.

Accounting Authority Order

In July 2011, Ameren Missouri filed a request with the MoPSC for an accounting authority order that would allow Ameren Missouri to defer fixed costs totaling $36 million that were not previously 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. In November 2013, the MoPSC issued an accounting authority order that allowed Ameren Missouri to seek recovery of these fixed costs in an electric rate case. Ameren Missouri’s July 2014 electric rate case filing requested recovery of these fixed costs over five years. In February 2014, MIEC and MoOPC filed appeals of the MoPSC’s November 2013 accounting authority order with the Missouri Court of Appeals, Western District. Ameren Missouri has not recorded any potential revenue associated with this accounting authority order.

Earnings Complaint and Rate Shift Complaint Cases

In February 2014, Ameren Missouri’s largest customer, Noranda, and 37 residential customers filed an earnings complaint case and a rate shift complaint case with the MoPSC.

In the earnings complaint case, Noranda and the residential customers asserted that Ameren Missouri’s electric service business is earning more than the 9.8% return on common equity authorized in the MoPSC's December 2012 electric rate order. Noranda and the residential customers are currently requesting the MoPSC approve a $49 million reduction to Ameren Missouri’s annual revenue requirement. Included in Noranda’s request is a reduction of Ameren Missouri’s authorized return on common equity to 9.4%. The MoPSC staff filed testimony in this case that recommended no reduction to Ameren Missouri’s annual revenue requirement. The MoOPC and MIEC intervened in the earnings complaint case. The rate shift complaint case seeks to reduce

Noranda's electric rates with an offsetting increase in electric rates for Ameren Missouri's other customers. While the rate shift proposal is revenue neutral to Ameren Missouri, Ameren Missouri does not believe that the proposed reduction to Noranda's electric rates, which would result in rates that are significantly below Ameren Missouri's cost of service, is appropriate or in the best interests of Ameren Missouri's other electric customers.

While the MoPSC has no time requirement by which it must issue orders in these cases, it has adopted procedural schedules that Ameren Missouri expects would render a decision in the rate shift case during the third quarter of 2014, and in the earnings complaint case by September 26, 2014. Ameren Missouri does not believe that a reduction in electric service rates is justified and filed testimony that supports that position, which is consistent with Ameren Missouri’s July 2014 electric rate case filing.

Illinois

IEIMA

Under the provisions of the IEIMA, Ameren Illinois’ electric delivery service rates are subject to an annual revenue requirement reconciliation to its actual costs. Throughout each year, Ameren Illinois records a regulatory asset or a regulatory liability and a corresponding increase or decrease to operating revenues for any differences between the revenue requirement in effect for customer billings for that year and its estimate of the probable increase or decrease in the revenue requirement expected to ultimately be approved by the ICC based on that year's actual costs incurred. As of June 30, 2014, Ameren Illinois had recorded a regulatory asset of $42 million and $64 million, respectively, to reflect its expected 2014 and 2013 revenue requirement reconciliation adjustments, with interest. As of June 30, 2014, Ameren Illinois had recorded a regulatory liability of $35 million to reflect its 2012 revenue requirement reconciliation adjustment, with interest, which will be refunded to customers during 2014.

In September 2012 and December 2012, the ICC issued orders in Ameren Illinois’ IEIMA performance-based formula rate filings. Ameren Illinois appealed both orders to the Appellate Court of the Fourth District of Illinois. The primary issues Ameren Illinois appealed were the rate treatment of accumulated deferred income taxes and vacation obligations as well as the calculation of Ameren Illinois’ capital structure. In December 2013, the appellate court rendered its decision upholding the ICC’s September and December 2012 orders. Ameren Illinois filed an appeal to the Illinois Supreme Court in March 2014. In May 2014, the Illinois Supreme Court denied Ameren Illinois’ appeal.

In December 2013, the ICC issued an order in Ameren Illinois' annual update filing, which was based on 2012 recoverable costs and expected net plant additions for 2013. The ICC order established rates for 2014. In February 2014, Ameren Illinois filed an appeal to the Appellate Court of the Fourth District of Illinois regarding the calculation of its capital structure and the rate treatment of accumulated deferred income taxes related to the transfer of former Ameren Missouri assets in Illinois to Ameren Illinois. Ameren Illinois will not pursue the calculation of

its capital structure in its appeal as a result of the Illinois Supreme Court ruling discussed above in May 2014. Ameren Illinois will continue its appeal of the rate treatment of accumulated deferred income taxes.

In April 2014, Ameren Illinois filed with the ICC its annual electric delivery service formula rate update to establish the revenue requirement used to set rates for 2015. Pending ICC approval, Ameren Illinois’ update filing, as revised in July 2014, will result in a $205 million increase in Ameren Illinois’ electric delivery service revenue requirement beginning in January 2015. This update reflects an increase to the annual formula rate based on 2013 actual costs and expected net plant additions for 2014, an increase to include the annual reconciliation of the revenue requirement in effect for 2013 to the actual costs incurred in that year, and an increase resulting from the conclusion of a refund to customers in 2014 for the 2012 revenue requirement reconciliation. In July 2014, the ICC staff submitted its calculation of the revenue requirement included in Ameren Illinois’ update filling. The ICC staff recommended adjustments that would result in a $202 million increase in Ameren Illinois’ electric delivery service revenue requirement. An ICC decision on this April 2014 filing is expected by December 2014.

2013 Natural Gas Delivery Service Rate Case

In December 2013, the ICC issued a rate order that approved an increase in revenues for natural gas delivery service of $32 million. The revenue increase was based on a 9.1% return on equity, a capital structure composed of 51.7% common equity, and a rate base of $1.1 billion. The rate order was based on a 2014 future test year. The rate changes became effective January 1, 2014. In March 2014, Ameren Illinois filed an appeal of the allowed return on common equity included in the ICC's order and is also appealing the rate treatment of accumulated deferred income taxes related to the transfer of former Ameren Missouri assets in Illinois to Ameren Illinois with the Appellate Court of the Fourth District of Illinois. Ameren Illinois sought a 10.4% return on common equity in this rate case.

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 settlements with four of its nine wholesale customers, which have been approved by FERC and for which refunds have been issued. The impasse with the remaining five wholesale customers is awaiting final FERC action. In November 2012, a FERC administrative law judge issued an initial decision, which is now pending before FERC. The timing of a decision from FERC is uncertain and subsequent appeals are possible. In accordance with the administrative law judge's initial decision, Ameren and Ameren Illinois have both included on their respective balance

sheets in “Current regulatory liabilities” an estimate of $16 million and $13 million as of June 30, 2014, and December 31, 2013, respectively, for the refund due to the remaining wholesale customers relating to billings since March 2011.

Ameren Illinois Electric Transmission Rate Refund

In July 2012, FERC issued an order concluding that Ameren Illinois improperly included acquisition premiums, including goodwill, in determining the common equity used in its electric transmission formula rate, and thereby inappropriately recovered a higher amount 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 a rehearing of this order.

Ameren Illinois submitted a refund report in November 2012 and concluded that no refund was warranted. Several wholesale customers filed a protest with FERC regarding Ameren's conclusion that no refund was warranted. In June 2013, FERC issued an order that rejected Ameren Illinois' November 2012 refund report and provided guidance as to the filing of a new refund report. In July 2013, Ameren Illinois filed a revised refund report based on the guidance provided in the June 2013 order, as well as a request for a rehearing of that order. Ameren Illinois' July 2013 refund report also concluded that no refund was warranted.

In June 2014, FERC issued an order that denied Ameren Illinois’ rehearing requests of the July 2012 order and the June 2013 order. Separately, in June 2014, FERC issued an order that established hearing and settlement procedures for Ameren Illinois’ July 2013 refund report. In July 2014, Ameren Illinois filed an appeal of FERC’s orders denying rehearing of the July 2012 and June 2013 orders with the United States Court of Appeals for the District of Columbia Circuit. Also in July 2014, Ameren Illinois separately filed a request for rehearing with FERC of its June 2014 order regarding the July 2013 refund report.

Ameren Illinois estimates the maximum pretax charge to earnings for this possible refund obligation through December 31, 2014, would be $19 million, before interest charges. During the three months ended June 30, 2014, Ameren and Ameren Illinois recorded a $4 million reduction to “Operating Revenues - Electric” with a corresponding increase to “Current regulatory liabilities” for its estimate of the refund due to electric transmission customers based on the June 2014 order. If Ameren Illinois were to determine that a refund to its electric transmission customers in excess of the amount already recorded is probable, an additional charge to earnings would be recorded in the period in which that determination is made.

FERC Complaint Case

In November 2013, a customer group filed a complaint case with FERC seeking a reduction in the allowed return on common equity to 9.15%, as well as a limit on the common equity ratio, under the MISO tariff. Currently, the FERC-allowed return on common equity for MISO transmission owners is 12.38%. This complaint case could result in a reduction to Ameren Illinois' and

ATXI's allowed return on common equity. That reduction could also result in a refund for transmission service revenues earned after the filing of the complaint case in November 2013. FERC has not issued an order in this case, and it is under no deadline to do so.

In June 2014, FERC issued an order that reduced the base allowed return on common equity for New England transmission owners from 11.14% to 10.57% with rate incentives allowed up to 11.74%. The FERC order in the New England transmission owners’ case applied observable market data from October 2012 to March 2013 to determine the allowed return on common equity. Ameren believes some aspects of the FERC order in the New England transmission owners’ case may establish precedent in the pending MISO case. However, the calculation FERC used to establish the base allowed return on common equity, which is based on a unique time period for each complaint case, required multiple inputs based on observable market data specific to the utility industry and broader macroeconomic data, which are highly uncertain. Due to the wide range of potential outcomes and significant uncertainty regarding the inputs required in FERC’s calculation, the Ameren Companies cannot reasonably estimate the impact, if any, that a FERC ruling in the MISO complaint case could have on their allowed base return on common equity.

If FERC lowered MISO’s allowed base return on equity to 10.57%, as established in the New England transmission owners’ case, with no additional rate incentives, the required refund for Ameren and Ameren Illinois would be $9 million and $7 million, respectively, from the filing of the complaint case in November 2013 through June 30, 2014. The estimated ongoing annual reduction in revenues if the MISO return on equity was 10.57% for Ameren and Ameren Illinois would be $16 million and $12 million, respectively. Ameren Missouri would not expect a reduction of its allowed base return on common equity to result in a material impact to its financial statements. If Ameren and Ameren Illinois were to determine that a refund to their electric transmission customers is probable and can be reasonably estimated, a charge to earnings would be recorded for the refund in the period in which that determination is made.

Ameren Missouri Power Purchase Agreement with Entergy

Beginning in 2005, FERC issued a series of orders addressing a complaint filed in 2001 by the Louisiana Public Service Commission against Entergy and certain of its affiliates. The complaint alleged unjust and unreasonable cost allocations. As a result of the FERC orders, Entergy began billing Ameren Missouri in 2007 for additional charges under a 165-megawatt power purchase agreement, which expired August 31, 2009. In May 2012, FERC issued an order stating that Entergy should not have included additional charges to Ameren Missouri under the power purchase agreement. Pursuant to the order, in June 2012, Entergy paid Ameren Missouri $31 million. In July 2012, Entergy filed an appeal of FERC's May 2012 orders to the United States Court of Appeals for the District of Columbia Circuit, which was subsequently dismissed on a procedural issue. In November 2013, Entergy refiled the appeal of FERC's May 2012 order with

the United States Court of Appeals for the District of Columbia Circuit. Ameren is not able to predict when or how the court will rule on Entergy's appeal.

The Louisiana Public Service Commission appealed FERC’s orders regarding Louisiana Public Service Commission’s complaint against Entergy Services, Inc. to the United States Court of Appeals for the District of Columbia Circuit. In April 2008, that court ordered further FERC proceedings regarding Louisiana Public Service Commission’s complaint. The court ordered FERC to explain its previous denial of retroactive refunds and the implementation of prospective charges. Ameren Missouri is unable to predict when or how FERC will respond to the court’s decisions. Ameren Missouri estimates that it could incur an additional expense of up to $25 million if FERC orders retroactive application for the years 2001 to 2005. Ameren Missouri believes that the likelihood of incurring any expense is not probable, and therefore no liability has been recorded as of June 30, 2014.

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.

Ameren Missouri estimated the total cost required to obtain a small modular reactor COL to be $80 million to $120 million. As of June 30, 2014, Ameren Missouri had capitalized investments of $69 million for the development of a new nuclear energy center. Ameren Missouri is currently evaluating all potential nuclear technologies in order to maintain an option for nuclear power in the future.

All of Ameren Missouri's capitalized investments for the development of a new nuclear energy center will remain capitalized while management pursues options to maximize the value of its investment. If efforts to license additional nuclear generation are 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.

Pumped-storage Hydroelectric Energy Center Relicensing

In June 2008, Ameren Missouri filed a relicensing application with FERC to operate its Taum Sauk pumped-storage hydroelectric energy center. The existing FERC license expired on June 30, 2010. In July 2010, Ameren Missouri received a license extension that allowed Taum Sauk to continue operations until FERC issued a new license. In July 2014, FERC issued an order authorizing Ameren Missouri to operate its Taum Sauk pumped-storage hydroelectric energy center for an additional 30 years through July 2044.

NOTE 3 - SHORT-TERM DEBT AND LIQUIDITY

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

The 2012 Missouri Credit Agreement and the 2012 Illinois Credit Agreement, both of which expire on November 14, 2017, were not utilized for direct borrowings during the six months ended June 30, 2014, but they were used to support commercial paper issuances and to issue letters of credit. As of June 30, 2014, based on letters of credit issued under the 2012 Credit Agreements, as well as commercial paper outstanding, the aggregate amount of credit capacity available to Ameren (parent), Ameren Missouri and Ameren Illinois, collectively, at June 30, 2014, was $1.3 billion.

Commercial Paper

The following table presents commercial paper outstanding at Ameren (parent), Ameren Missouri and Ameren Illinois as of June 30, 2014, and December 31, 2013. Ameren Illinois established a commercial paper program in May 2014.



	June 30, 2014		December 31, 2013
Ameren (parent)	$	503	$	368
Ameren Missouri	185		—
Ameren Illinois	105		—
Ameren Consolidated	$	793	$	368

The following table summarizes the commercial paper activity and relevant interest rates under Ameren’s (parent), Ameren Missouri’s and Ameren Illinois’ commercial paper programs for the six months ended June 30, 2014, and 2013:



	Ameren (parent)			Ameren Missouri			Ameren Illinois			Ameren Consolidated
2014
Average daily commercial paper outstanding	$	328		$	146		$	242		$	607
Weighted-average interest rate	0.32		%	0.31		%	0.32		%	0.32		%
Peak commercial paper during period^(a)	$	503		$	495		$	300		$	907
Peak interest rate	0.35		%	0.70		%	0.34		%	0.70		%
2013
Average daily commercial paper outstanding	$	13		$	—		$	—		$	13
Weighted-average interest rate	0.54		%	—		%	—		%	0.54		%
Peak commercial paper during period^(a)	$	78		$	—		$	—		$	78
Peak interest rate	0.85		%	—		%	—		%	0.85		%


(a)	The timing of peak commercial paper issuances varies by company, and therefore the peak amounts presented by company might not equal the Ameren Consolidated peak commercial paper issuances for the period.

Indebtedness Provisions and Other Covenants

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 under Part II, Item 8, 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 June 30, 2014, the ratios of consolidated indebtedness to total consolidated capitalization, calculated in accordance with the provisions of the 2012 Credit Agreements, were 50%, 50% and 45%, 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 at least 2.0 to 1.0, 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 June 30, 2014, was 6.0 to 1.0. Failure of a borrower to satisfy a financial covenant constitutes an immediate default under the applicable 2012 Credit Agreement. The calculation of Ameren’s ratios discussed above includes both continuing and discontinued operations.

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. The Ameren Companies were in compliance with the provisions and covenants of their credit agreements at June 30, 2014.

Money Pools

Ameren (parent) has money pool agreements with and among its subsidiaries to coordinate and provide for certain short-term cash and working capital requirements. Ameren Services is responsible for the operation and administration of the money pool agreements.

Ameren Missouri, Ameren Illinois and Ameren Services may participate in the utility money pool as both lenders and borrowers. Ameren (parent) may participate in the money pools only as a lender. Surplus internal funds are contributed to the money pool from participants. The primary sources of external funds for the money pool are the 2012 Credit Agreements and the commercial paper programs. The total amount available to the pool participants from the 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 money pool or remit funds from other external sources. The availability of funds is also determined by funding requirement limits established by regulatory authorizations. Participants receiving a loan under the 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 money pool. The average interest rate for borrowing under the utility money pool for the three and six months ended June 30, 2014, was 0.19% and 0.29%, respectively (2013 - 0.07% and 0.09%, respectively).

See Note 8 - Related Party Transactions for the amount of interest income and expense from the money pool arrangements recorded by the Ameren Companies for the three and six months ended June 30, 2014, and 2013.

NOTE 4 - LONG-TERM DEBT

Ameren (parent)

In May 2014, Ameren (parent) repaid at maturity $425 million of its 8.875% senior unsecured notes due May 15, 2014, plus accrued interest. The notes were repaid with proceeds from commercial paper issuances.

Ameren Missouri

In April 2014, Ameren Missouri issued $350 million of 3.50% senior secured notes due April 15, 2024, with interest payable semiannually on April 15 and October 15 of each year, beginning October 15, 2014. Ameren Missouri received proceeds of $348 million, which were used to repay at maturity $104 million of its 5.50% senior secured notes due May 15, 2014 and to repay a portion of its short-term debt.

Ameren Illinois

In January 2014, Ameren Illinois redeemed the following environmental improvement and pollution control revenue bonds at par value plus accrued interest:



Environmental improvement and pollution control revenue bonds	Principal Amount
5.90% Series 1993 due 2023^(a)	$	32
5.70% 1994A Series due 2024^(a)	36
5.95% 1993 Series C-1 due 2026	35
5.70% 1993 Series C-2 due 2026	8
5.40% 1998A Series due 2028	19
5.40% 1998B Series due 2028	33
Total amount redeemed	$	163


(a)	Less than $1 million principal amount of the bonds remain outstanding after redemption.

In June 2014, Ameren Illinois issued $250 million of 4.30% senior secured notes due July 1, 2044, with interest payable semiannually on January 1 and July 1 of each year, beginning January 1, 2015. Ameren Illinois received proceeds of $246 million, which were used to repay a portion of its short-term debt.

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 June 30, 2014, at an

assumed annual 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

3,168

≥2.5

130.8

2,508

Ameren Illinois

≥2.0