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At Ameren, our regulated utilities power the economy
and the quality of life for millions of people.
We’re focused on providing superior returns to our
shareholders, safe and reliable energy to our region
and excellent service to our customers—now and
long into the future.
That’s delivering value.
CONTENTS
04
Letter from
the CEO
14
Executive
Leadership
Team
08
Positioned for
Growth
16
Offi cers &
Board of
Directors
11
Reliable
Service Now
& for the
Future
17
Financial
Highlights
12
Value at the
Meter &
Beyond
18
About
Ameren
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LETTER FROM THE CEO
My fellow shareholders:
2013 was a pivotal year for Ameren Corporation. In fi nalizing the divestiture of the company’s
merchant generation business, Ameren leadership took decisive action to reduce business risk
and position your company for sustainable growth.
Ameren has clarifi ed its value proposition to investors by outlining a clear path forward. The
company’s strategy entails investing in its regulated businesses in a manner consistent with existing
regulatory frameworks, working to enhance those frameworks and developing and executing on
rate-regulated opportunities for future investment for the benefi t of customers and shareholders.
By successfully executing this strategy, Ameren expects to continue meeting customers’ energy
needs and expectations; earn fair returns on investments; and grow earnings and dividends.
// Ringing in the New Year: Ameren entered 2014 focused on its rate-regulated utilities, following the divestiture of its merchant
generation business. To mark the occasion, Ameren CEO Tom Voss rang the Jan. 3 closing bell at the New York Stock Exchange.
(Also pictured, from left: Doug Fischer, Senior Director, Investor Relations; Marty Lyons, Executive Vice President and Chief Financial
Offi cer; and Matt Thayer, Investor Relations Manager.)
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EXECUTING ON OUR STRATEGY
Throughout the past year, a primary focus has been to
reduce business risk. In December, Ameren completed
the divestiture of its merchant generation business,
Ameren Energy Resources, to an affi liate of Dynegy Inc.
The fi nal milestone was reached in January 2014 with
the sale of three merchant gas-fi red energy centers to
an affi liate of Rockland Capital, LLC.
The divestiture improves the predictability of Ameren’s
earnings and cash fl ows. Since Ameren announced
its intention to exit merchant generation late in 2012,
investors have taken notice of Ameren’s overall business
strategy, which has included narrowing the gap
between allowed and earned returns in our regulated
businesses and developing a pipeline of regulated
investment opportunities. Ameren begins 2014 as a
renewed company focused on its strategic objectives to
strengthen and grow its rate-regulated electric,
natural gas and transmission operations.
In the next few years, it is all about execution in key areas.
I. MANAGING THE BUSINESS WELL
First, Ameren will continue operating its businesses
well and in a manner consistent with existing regulatory
frameworks to provide safe and reliable service for our
customers in Missouri and Illinois. Ameren’s plan is to
allocate increasing amounts of discretionary capital to
businesses operating under constructive regulatory
frameworks. Planned investments in regulated
transmission, distribution and generation will drive
enhanced shareholder value while helping sustain
reliable service for customers and increasing access to
renewable energy.
As a result of disciplined management:
(cid:2) Earned returns at our utilities have increased.
(cid:2) Delivery service system reliability has improved.
(see page 11)
(cid:2) Electric rates have remained reasonably priced.
(see page 18)
I also want to stress that there is nothing more important
than the safety of our workforce, and in 2013 Ameren
continued to build a culture where unsafe acts are neither
committed nor accepted.
OUTPERFORMING OUR PEERS
% CHANGE
125
115
105
95
12.19.12
3.31.13
6.30.13
9.30.13
12.31.13
AMEREN
PHILADELPHIA UTILITY INDEX
// Ameren stock (AEE) has outperformed the
broader utility index (UTY) since the December 2012
announcement to exit the merchant generation business.
The total return for Ameren shareholders also was in the
top quartile of peers for 2013.
II. ENHANCING REGULATORY FRAMEWORKS
Second, Ameren is diligently working to enhance the
regulatory frameworks under which the company’s
businesses operate. Utilities are among the nation’s
most capital-intensive industries, producing and
delivering the energy essential for our modern lives.
My colleagues and I meet frequently with lawmakers,
business leaders, labor organizations and other key
stakeholders with a goal of fi nding constructive ways to
enable critical utility investment.
Illinois has made notable progress. In 2011, lawmakers
passed the Energy Infrastructure Modernization Act
(EIMA) that provided for formulaic electric ratemaking.
In 2013, the legislature amended the EIMA, making
constructive clarifi cations to the ratemaking formula.
Also in 2013, the governor signed the Natural Gas
Consumer, Safety & Reliability Act, which provides a
framework for gas delivery infrastructure surcharges
for qualifi ed investments. These actions bring
Illinois into further alignment with dozens of other
states that have recognized the need for timely cost
recovery mechanisms that encourage much-needed
infrastructure investments.
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ANNUAL MEETING
9 a.m. Thursday, April 24, 2014
Saint Louis Art Museum
One Fine Arts Drive, Forest Park
St. Louis, Mo.
Ameren also has sought and received constructive rate
treatment for transmission investments overseen by the
Federal Energy Regulatory Commission (FERC). FERC’s
formulaic rate treatment applies to Ameren Illinois,
which is focused on developing, owning and operating
transmission projects that meet local needs, as well as
Ameren Transmission Company of Illinois (ATXI), which is
focused on projects that address regional needs.
In Missouri, challenges remain due to the lack of a
modern framework for timely recovery of costs related to
capital investments. This framework does not lead to the
investments that Missourians want and need to address
aging infrastructure. Given this regulatory reality, we
are limiting the growth in Missouri investments. Elected
offi cials in Missouri have stated that energy is a priority
in 2014, and we’ll continue to work with them to enhance
the regulatory framework.
III. DEVELOPING INVESTMENT OPPORTUNITIES
Third, Ameren has identifi ed signifi cant investment
opportunities that will create jobs and generate broader
benefi ts for our region, including:
(cid:2) Modernized infrastructure that keeps our
economy moving forward.
(cid:2) Contracting opportunities for small businesses,
including diverse-owned suppliers.
(cid:2) More information and convenience for our customers.
(cid:2) Increased access to renewable energy.
Here’s an update on the progress.
Ameren Illinois
In electric delivery, Ameren Illinois is executing its
Modernization Action Plan (MAP). This decade-long
plan calls for an estimated $640 million in investments
to support reliability and integrate technology into the
grid. This includes installing advanced meters for 780,000
customers, an effort that started in 2014. These safe,
cyber-secure meters will enable the Illinois team to
more quickly pinpoint and restore service disruptions.
The Modernization Action Plan also is designed to create
jobs and enable energy innovation. Since 2012, 540 jobs
have been created by MAP. August 2013 saw the opening
of Ameren Illinois’ Technology Applications Center,
located near the University of Illinois Urbana-Champaign
Research Park. The center features a working electric
distribution system that lets entrepreneurs test new
products including the latest “smart” appliances.
Customers already are seeing smart grid improvements
at work. Last spring, for example, lightning caused a
major fault to an East Peoria, Ill., substation. A newly
installed automated switch initiated a power transfer,
restoring service to nearly 1,100 people in minutes rather
than hours. This automation represents a transformative
change to Illinois’ power grid. I invite you to view an
interactive map of ongoing Illinois electric delivery
projects at AmerenIllinois.com.
In natural gas delivery, Ameren Illinois plans to participate
in the framework established by the state’s new gas act.
The Arctic air mass that blasted the Midwest early this
year reminds us how critical natural gas is for heating
homes and businesses. Over the next 10 years, Ameren
Illinois plans to invest capital to further strengthen the
integrity of its system and install approximately 450,000
advanced gas meters that will enable customers to better
manage their energy consumption and reduce costs.
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FERC-regulated electric transmission
Ameren’s most signifi cant opportunities lie in large-
scale transmission projects. The company plans to
invest approximately $2.25 billion from 2014 to 2018 in
FERC-regulated electric transmission. The single-largest
investment is the Illinois Rivers project, a 345-kilovolt
line stretching from east of Quincy, Ill., to the Indiana
border. The Illinois Commerce Commission fi nalized
its Certifi cate of Public Convenience and Necessity
for the project in February. Substation construction is
already underway, and line construction is expected to
commence later this year.
Ameren Missouri
In Missouri, the primary focus will be to continue
maintaining infrastructure, which includes replacing the
reactor head at Callaway Energy Center and constructing
additional environmental controls at Labadie Energy
Center. Ameren Missouri also recently announced plans to
build what will be the state’s largest investor-owned solar
facility. Construction of this utility-scale energy center,
featuring more than 19,000 solar panels, begins this spring.
Ameren wants to power the quality of life for customers
with a diverse mix of energy sources, including
renewables. I encourage all shareholders to view the
2013 Corporate Social Responsibility Report, which
discusses Ameren’s approach to community betterment,
environmental stewardship and fi nancial strength. It is
available at Ameren.com/CSR.
RELENTLESS IMPROVEMENT
Since 2009, when I took over as CEO, we’ve improved
Ameren’s credit ratings; raised the dividend; and outlined
a clear path to grow earnings and dividends. Through
the end of 2013, Ameren’s stock price has increased
57%, representing more than $2.8 billion in shareholder
value, and during that time Ameren also has paid out
more than $1.7 billion in dividends. Looking ahead, expect
our signifi cant investment plans to translate into strong
earnings growth and a strong dividend. This is critical
because healthy fi nancial performance is essential
to Ameren’s mission to power the quality of life for an
estimated combined population of 6.3 million people
in some 1,700 Illinois and Missouri communities.
On a personal note, this will be my last letter to you after
serving the past fi ve years as CEO. When I retire from
Ameren on July 1 after more than four decades, I’ll be
leaving behind an exceptional leadership team to execute
our strategic plan.
Ameren will be in capable hands with Warner Baxter,
who in February was named President and will succeed
me as CEO. The Board of Directors and I are confi dent
Warner has the talent and tenacity to lead our team in the
successful execution of the corporate strategy that has
positioned Ameren for growth.
And fi nally, I want to thank all our employees for being
relentless in focusing on operational excellence so we
can deliver value for customers and shareholders.
Thank you for your trust and loyalty.
Thomas R. Voss
Chairman & Chief Executive Offi cer
Ameren Corporation
February 2014
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POSITIONED FOR GROWTH
PLANNED CAPITAL INVESTMENT ALLOCATION
Ameren’s business strategy is designed to deliver top-tier shareholder returns while providing the reliable
and safe energy that our customers expect. From 2014-2018, Ameren plans to invest approximately $8.3 billion
in our regulated utilities. We believe these investments will create value for all of our stakeholders, including
jobs and economic development for the communities we serve.
Transmission
$2.25 Billion
Investing in projects that
improve grid effi ciency and
support customer load growth.
Our single-largest undertaking
is the nearly 400-mile Illinois
Rivers project, which will help
integrate renewable energy
into the grid.
Illinois Regulated Delivery
$2.65 Billion
Modernizing the electric
grid— including installing
“smart” technology that
can detect and isolate
outages—and investing in
gas transmission, storage and
distribution infrastructure to
support safe, reliable service.
Missouri Environmental
$300 Million
Proactively investing to stay
ahead of evolving regulations
and to be good stewards of our
environment. A major project
will involve installing new
electrostatic precipitators at
the Labadie Energy Center to
remove fi ne particulates and
enhance air quality.
Missouri Regulated
$3.05 Billion
Maintaining reliability for
our customers by performing
inspections and replacing
critical infrastructure.
Signifi cant projects include
replacing the nuclear reactor
vessel head at Callaway
Energy Center.
6%
EXPECTED COMPOUND ANNUAL GROWTH IN RATE BASE
Ameren’s infrastructure investment plans translate into expected overall rate
base growth of about 6% compounded annually through 2018. This growth rate
is expected to be above the peer group average.
8
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“
Ameren’s investment plan, coupled with
disciplined cost control, is expected to lead
to solid earnings per share growth in 2014.
We expect earnings per share to grow at a
7% to 10% compound annual rate from 2013
to 2018—a rate better than the expected
average of our regulated peers.
”
MARTIN J. LYONS, JR., EXECUTIVE VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER
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RELIABLE SERVICE NOW &
FOR THE FUTURE
Reliable energy is essential to the health of our region’s
economy and to our customers’ way of life—at home,
at work and at play. That’s why Ameren is focused on
ensuring reliable electricity and natural gas service.
We continually upgrade our vast energy transmission
and delivery systems. In 2013, for example,
Ameren Missouri started the St. Louis Downtown
Revitalization Project to renew the electric grid in an
area where some facilities, conduits and manholes
are a century old. Customers can track ongoing
construction at AmerenMissouri.com.
More and more, we’re tapping into technology to boost
the performance of our interconnected infrastructure.
In the coming years, Ameren’s systems in Missouri and
Illinois will continue to benefi t from the latest reliability
technology, which includes remote monitoring to
detect gas leaks and intelligent switches that can
isolate power outages. These types of upgrades enable
Ameren to meet our customers’ needs and expectations
in the years to come.
“We’re focused on improving
service reliability for our customers.
Implementing new technology and
software is a central component of
our plan to upgrade the grid.”
Ron Pate, Senior Vice President, Operations and
Technical Services, Ameren Illinois
// Forward Progress: Candidates for electric lineman
apprentice positions participate in exercises at the new
Metro East Training Center in Belleville, Ill., where workers
are learning about the latest “smart” technologies for
electric and gas delivery service. The facility opened in
October 2013 as part of Ameren Illinois’ Modernization
Action Plan to create jobs and enable energy innovation.
IMPROVING RELIABILITY
= BETTER
1.25
1.00
0.50
0.25
2008
2009
2010
2011
2012
2013
// Ameren’s electric distribution reliability performance has
steadily improved and in 2013 was the best ever measured
across the corporation.
System Average Interruption Frequency Index (SAIFI), which shows average number
of outages per customer, per year. In 2013, corporation-wide SAIFI was 0.89.
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VALUE AT THE
METER & BEYOND
The value Ameren brings to our customers doesn’t
start and stop at the meter. Every touchpoint counts.
So we’re taking action to ensure that customers are
informed about their accounts and feel empowered
to manage their energy usage. And when they have
questions, they can turn to us for answers.
In 2013, Ameren focused on further improving the
digital experience for our customers, including
easier enrollment for eBill, Direct Pay and Budget
Billing. Customers also can receive timely updates
on bill reminders, payment notices, the status of
reported outages and more via text or email.
5:50 PM
Ameren:
PAYMENT RECEIVED
Acct ending 1234 a...
To sign up,
customers can text
REG to 40401 or visit
Ameren.com/alerts.
Message and data rates apply.
“As more of our customers use
smartphones and tablets, it’s essential
that we provide value by offering tools
that meet their expectations.”
Robin Hadley, General Supervisor, Performance
Management, Ameren Illinois
3/3/14 9:33 AM
// Committed to Our Communities: Adriann Adams-Gulley,
President of Delta Sigma Theta, and Richard Mark,
President and CEO, Ameren Illinois, show Chloe Henry
one of the toys handed out during the sorority’s 2013
Breakfast with Santa in East St. Louis. By supporting
worthwhile causes, our company and co-workers
build stronger communities.
// Helping Customers Stay Safe: Warner Baxter,
President, Ameren Corporation, loads one of 240
ENERGY STAR® air conditioners donated to Cool Down
St. Louis last summer. Numerous agencies distributed
the units to elderly residents and people with disabilities.
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// Bright Ways to Save: Thanks to a meaningful change to Missouri’s regulatory framework, Ameren Missouri in 2013 launched the
largest customer energy-savings program in state history. Notre Dame Regional High School in Cape Girardeau, Mo., received more
than $5,000 from Ameren Missouri’s ActOnEnergy BizSavers® program to install energy-effi cient lighting in its gymnasium. “It’s an
investment that saves energy and money year after year, while providing a better environment for the people who use these energy-
effi cient buildings,” said Brad Wittenborn, Assistant Principal. The school expects to save more than 96,000 kWh of electricity annually.
Meanwhile, Ameren Illinois customers realized nearly $140 million in savings on their electric and gas bills in 2013 by taking advantage of
rebates and incentives available through ActOnEnergy programs, which have been in place since 2008. Learn more at ActOnEnergy.com.
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AMEREN EXECUTIVE LEADERSHIP TEAM
Listing current as of
Feb. 28, 2014.
* Offi cer of an Ameren
Corporation subsidiary only.
Maureen A. Borkowski*
Chairman, President and
Chief Executive Offi cer,
Ameren Transmission
Company of Illinois
Michael L. Moehn*
Senior Vice President,
Customer Operations,
Ameren Missouri
Martin J. Lyons, Jr.
Executive Vice
President and Chief
Financial Offi cer,
Ameren Corporation
Mark C. Lindgren*
Vice President and
Chief Human Resources
Offi cer, Ameren
Services
Richard J. Mark*
Chairman, President and
Chief Executive Offi cer,
Ameren Illinois
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Thomas R. Voss
Chairman and Chief
Executive Offi cer,
Ameren Corporation
Warner L. Baxter
President,
Ameren Corporation
Gregory L. Nelson
Senior Vice President,
General Counsel and
Secretary, Ameren
Corporation
Mary P. Heger*
Vice President,
Information Technology,
Ameren Services
Center, and Chief
Information Offi cer,
Ameren Services
Daniel F. Cole*
Chairman, President and
Chief Executive Offi cer,
Ameren Services
Charles D. Naslund*
Executive Vice
President, Ameren
Missouri
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AMEREN CORPORATION AND SUBSIDIARIES OFFICERS
Lynn M. Barnes*
Vice President, Business
Planning and Controller,
Ameren Missouri
Scott A. Glaeser*
Vice President, Gas
Operations and Technical
Services, Ameren Illinois
Ryan J. Martin
Assistant Vice President
and Treasurer,
Ameren Corporation
Ronald D. Pate*
Senior Vice President,
Operations and Technical
Services, Ameren Illinois
Mark C. Birk*
Senior Vice President,
Corporate Planning
and Business Risk
Management,
Ameren Services
S. Mark Brawley
Vice President,
Internal Audit,
Ameren Corporation
Kendall D. Coyne*
Vice President, Tax,
Ameren Services
Kevin A. DeGraw*
Vice President,
Power Operations,
Ameren Missouri
Fadi M. Diya*
Senior Vice President
and Chief Nuclear Offi cer,
Ameren Missouri
Sharon Harvey Davis*
Vice President and Chief
Diversity Offi cer,
Ameren Services
Michael L. Menne*
Vice President,
Environmental Services,
Ameren Services
David R. Hunt*
Vice President, Corporate
Communications and
Brand Management,
Ameren Services
Michael G. Mueller*
Vice President,
Energy Trading and
Fuels Commodities,
Ameren Missouri
Craig D. Nelson*
Senior Vice President,
Regulatory Affairs and
Financial Services,
Ameren Illinois
David W. Neterer*
Vice President,
Engineering,
Callaway Nuclear Plant,
Ameren Missouri
Christopher A. Iselin*
Senior Vice President,
Corporate Operations
Oversight, Ameren
Services
Stephen M. Kidwell*
Vice President,
Corporate Planning,
Ameren Services
Geralynn M. Lord*
Assistant Vice President,
Corporate Communications
and Brand Management,
Ameren Services
Joseph M. Power*
Vice President,
Federal Legislative and
Regulatory Affairs,
Ameren Services
Cleveland O. Reasoner*
Vice President,
Nuclear Operations,
Callaway Nuclear Plant,
Ameren Missouri
Shawn E. Schukar*
Senior Vice President,
Business Development,
Ameren Transmission
Company of Illinois
Theresa A. Shaw
Assistant Vice President
and Controller,
Ameren Corporation
Stan E. Ogden*
Vice President, Customer
Service and Metering
Operations, Ameren Illinois
James A. Sobule*
Vice President and
Deputy General Counsel,
Ameren Services
Bruce A. Steinke
Senior Vice President,
Finance and Chief
Accounting Offi cer,
Ameren Corporation
David N. Wakeman*
Vice President,
Energy Delivery-
Distribution Services,
Ameren Missouri
Dennis W. Weisenborn*
Vice President, Safety
and Supply Services,
Ameren Services
D. Scott Wiseman*
Vice President, External
Affairs, Ameren Illinois
Warren T. Wood*
Vice President, Regulatory
and Legislative Affairs,
Ameren Missouri
The offi cers also include
the Ameren Executive
Leadership Team on pages
14-15. The offi cer listing is as
of Feb. 28, 2014.
* Offi cer of an Ameren
Corporation subsidiary only.
BOARD OF DIRECTORS
Warner L. Baxter
President, Ameren Corporation
Catherine S. Brune
Retired President, East Territory, Allstate Insurance Company
Audit and Risk Committee;
Nuclear Oversight and Environmental Committee
Ellen M. Fitzsimmons
Executive Vice President of Law and Public Affairs, General
Counsel and Corporate Secretary, CSX Corporation
Audit and Risk Committee;
Nominating and Corporate Governance Committee
Walter J. Galvin
Retired Vice Chairman, Emerson Electric Co.
Finance Committee; Audit and Risk Committee; Lead Director
Richard J. Harshman
Chairman, President and Chief Executive Offi cer, Allegheny
Technologies Incorporated
Nominating and Corporate Governance Committee;
Nuclear Oversight and Environmental Committee
Dr. Gayle P. W. Jackson
President and Chief Executive Offi cer, Energy Global, Inc.
Nominating and Corporate Governance Committee;
Nuclear Oversight and Environmental Committee
James C. Johnson
Retired General Counsel, Loop Capital Markets, LLC
Human Resources Committee;
Nominating and Corporate Governance Committee
Steven H. Lipstein
President and Chief Executive Offi cer, BJC HealthCare
Finance Committee; Human Resources Committee
Patrick T. Stokes
Former Chairman, Anheuser-Busch Companies, Inc.
Finance Committee; Human Resources Committee
Thomas R. Voss
Chairman and Chief Executive Offi cer, Ameren Corporation
Stephen R. Wilson
Retired Chairman, President and Chief Executive Offi cer,
CF Industries Holdings, Inc.
Finance Committee; Audit and Risk Committee
Jack D. Woodard
Retired Executive Vice President and Chief Nuclear Offi cer,
Southern Nuclear Operating Company, Inc.
Human Resources Committee;
Nuclear Oversight and Environmental Committee
16
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FINANCIAL HIGHLIGHTS
Ameren Consolidated
In millions, except per share
amounts and as noted
Results of Operations
Operating revenues
Operating expenses
Operating income
Net income attributable to Ameren
Corporation from continuing operations
Net income (loss) attributable to Ameren
Corporation from discontinued operations
Net income (loss) attributable to
Ameren Corporation
Common Stock Data
Continuing operations earnings
per diluted share
Discontinued operations earnings (loss)
per diluted share
Earnings (loss) per diluted share
Dividends per common share
Dividend yield (year-end)
Market price per common share
(year-end closing)
Shares outstanding (weighted average)
Total market value of common shares
(year-end)
Book value per common share
Balance Sheet Data
Property and plant, net
Total assets
Long-term debt obligations,
excluding current maturities
Capitalization Ratios
Common equity
Preferred stock, not subject to
mandatory redemption
Debt and preferred stock subject to
mandatory redemption, net of cash
Operating Data (continuing operations)
Total electric sales (kilowatt-hours)
Native natural gas sales
(decatherms in thousands)
Total generation output
(kilowatt-hours)
Electric customers
Natural gas customers
2013
2012
2011
Years ended December 31
$
$
$
$
$
$
$
$
$
$
5,838
4,654
1,184
512
(223)
289
2.10
(0.92)
1.18
1.600
4.4%
$
$
$
$
5,781
4,593
1,188
516
$
(1,490)
$
(974)
$
$
$
$
2.13
(6.14)
(4.01)
1.600
5.2%
$
$
$
$
$
$
$
$
$
$
6,148
5,115
1,033
431
88
519
1.79
0.36
2.15
1.555
4.7%
$
36.16
$
30.72
$
33.13
$
$
$
$
$
242.6
8,772
26.97
16,205
21,042
5,504
50.1%
1.1%
48.8%
80,057
195,266
43,213
2.4
0.9
$
$
$
$
$
242.6
7,453
27.27
15,348
22,230
5,802
52.0%
1.1%
46.9%
81,680
172,647
44,658
2.4
0.9
$
$
$
$
$
241.5
8,037
32.64
14,848
23,723
5,853
56.6%
1.0%
42.4%
85,588
178,313
48,741
2.4
0.9
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ABOUT AMEREN
Ameren Corporation is a Fortune 500 company. We pride ourselves on a tradition of fi nancial strength,
cost containment, reasonably priced energy and highly rated customer service, as well as more than 100 years
of uninterrupted cash dividend payments to shareholders. Our workforce of about 8,500 serves approximately
2.4 million electric and more than 900,000 natural gas customers across 64,000 square miles.
ELECTRICITY PRICES
SERVICE TERRITORY
Ameren Blended
9.87 ¢/kWh
Chicago
11.76 ¢/kWh
San Francisco
16.98 ¢/kWh
Detroit
15.36 ¢/kWh
Cleveland
11.55 ¢/kWh
New York
26.73 ¢/kWh
Philadelphia
14.96 ¢/kWh
Los Angeles
13.58 ¢/kWh
Atlanta
11.95 ¢/kWh
San Antonio
9.77 ¢/kWh
Miami
10.41 ¢/kWh
Ameren’s residential electricity prices are below the national
average of 12.09 ¢/kWh. By focusing on operational excellence
and disciplined capital management, we can offer reasonably
priced energy to millions of people in our service territory.
Chart based on revenues and sales report available through the Energy Information
Administration (www.eia.gov) for the 12 months ending October 2013. Shows
weighted average of Ameren utilities residential electric prices. Ameren Illinois
electricity price has been adjusted to refl ect the price of basic generation service
to the residential class.
St. Louis
Collinsville
Ameren Missouri
This utility owns a mix
of electricity generation
facilities, with 10,300
MW capacity. It is the
largest electric utility and
the second-largest gas
distributor in the state.
Ameren Illinois
This delivery-only utility
is the second-largest
electric distributor and
the third-largest gas
distributor in the state.
Corporate Headquarters
Subsidiary Headquarters
Electric Service Territory
Electric & Natural Gas Service Territory
18
44607_Eds.indd 18
3/3/14 9:34 AM
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) Annual report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2013.
OR
( ) 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
1-14756
1-2967
1-3672
Exact name of registrant as specified in its charter;
State of Incorporation;
Address and Telephone Number
Ameren Corporation
(Missouri Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
Union Electric Company
(Missouri Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
Ameren Illinois Company
(Illinois Corporation)
6 Executive Drive
Collinsville, Illinois 62234
(618) 343-8150
IRS Employer
Identification No.
43-1723446
43-0559760
37-0211380
Securities Registered Pursuant to Section 12(b) of the Act:
The following security is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 and is listed on the
New York Stock Exchange:
Registrant
Ameren Corporation
Securities Registered Pursuant to Section 12(g) of the Act:
Registrant
Union Electric Company
Ameren Illinois Company
Title of each class
Common Stock, $0.01 par value per share
Title of each class
Preferred Stock, cumulative, no par value, stated value
$100 per share
Preferred Stock, cumulative, $100 par value per share
Depositary Shares, each representing one-fourth of a share
of 6.625% Preferred Stock, cumulative, $100 par value per
share
Indicate by checkmark if each registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Ameren Corporation
Union Electric Company
Ameren Illinois Company
Yes
Yes
Yes
(X)
( )
( )
No
No
No
( )
(X)
(X)
Indicate by checkmark if each registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Ameren Corporation
Union Electric Company
Ameren Illinois Company
Yes
Yes
Yes
( )
( )
( )
No
No
No
(X)
(X)
(X)
Indicate by checkmark 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
Union Electric Company
Ameren Illinois Company
Yes
Yes
Yes
(X)
(X)
(X)
No
No
No
( )
( )
( )
Indicate by checkmark 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
Union Electric Company
Ameren Illinois Company
Yes
Yes
Yes
(X)
(X)
(X)
No
No
No
( )
( )
( )
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this
chapter) is not contained herein, and will not be contained, to the best of each registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Ameren Corporation
Union Electric Company
Ameren Illinois Company
(X)
(X)
(X)
Indicate by checkmark 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.
Ameren Corporation
Union Electric Company
Ameren Illinois Company
Large
Accelerated
Filer
(X)
( )
( )
Accelerated
Filer
( )
( )
( )
Non-accelerated
Filer
( )
(X)
(X)
Smaller
Reporting
Company
( )
( )
( )
Indicate by checkmark whether each registrant is a shell company (as defined in Rule 12b-2 of the Act).
Ameren Corporation
Union Electric Company
Ameren Illinois Company
Yes
Yes
Yes
( )
( )
( )
No
No
No
(X)
(X)
(X)
As of June 28, 2013, Ameren Corporation had 242,634,671 shares of its $0.01 par value common stock outstanding. The
aggregate market value of these shares of common stock (based upon the closing price of the common stock on the New York
Stock Exchange on June 28, 2013) held by nonaffiliates was $8,356,338,069. The shares of common stock of the other
registrants were held by Ameren Corporation as of June 28, 2013.
The number of shares outstanding of each registrant’s classes of common stock as of January 31, 2014, was as follows:
Ameren Corporation
Union Electric Company
Ameren Illinois Company
Common stock, $0.01 par value per share: 242,634,671
Common stock, $5 par value per share, held by Ameren
Corporation (parent company of the registrant):
102,123,834
Common stock, no par value, held by Ameren
Corporation (parent company of the registrant):
25,452,373
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement of Ameren Corporation and portions of the definitive information statements of
Union Electric Company and Ameren Illinois Company for the 2014 annual meetings of shareholders are incorporated by
reference into Part III of this Form 10-K.
This combined Form 10-K 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 annual 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
GLOSSARY OF TERMS AND ABBREVIATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward-looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business Segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rates and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transmission and Supply of Electric Power
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power Generation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural Gas Supply for Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industry Issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Officers of the Registrants (Item 401(b) of Regulation S-K) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Market for Registrants’ Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . .
Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounting Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effects of Inflation and Changing Prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Quarterly Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Directors, Executive Officers, and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions and Director Independence . . . . . . . . . . . . . . . . . . . . .
Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
Item 15.
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
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47
59
62
62
65
66
70
154
154
155
155
155
156
156
157
157
158
162
165
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.
2010 Illinois Credit Agreement – Ameren’s and Ameren
Illinois’ $800 million multiyear senior unsecured credit
agreement, which was terminated on November 14, 2012.
2010 Missouri Credit Agreement – Ameren’s and Ameren
Missouri’s $800 million multiyear senior unsecured credit
agreement, which was terminated on November 14, 2012.
2012 Credit Agreements – The 2012 Illinois Credit
Agreement and the 2012 Missouri Credit Agreement,
collectively.
2012 Illinois Credit Agreement – Ameren’s and Ameren
Illinois’ $1.1 billion multiyear senior unsecured credit
agreement, which expires on November 14, 2017.
2012 Missouri Credit Agreement – Ameren’s and Ameren
Missouri’s $1 billion multiyear senior unsecured credit
agreement, which expires on November 14, 2017.
AER – Ameren Energy Resources Company, LLC, an
Ameren Corporation subsidiary that consisted of non-rate-
regulated operations. On December 2, 2013, AER
contributed substantially all of its assets and liabilities,
including its ownership interests in Genco, AERG, and
Marketing Company, to New AER. Medina Valley was
distributed from AER to Ameren on March 14, 2013.
AERG – Ameren Energy Resources Generating Company, a
former AER subsidiary that operated a merchant electric
generation business in Illinois. On December 2, 2013, AERG
was included in the divestiture of New AER to IPH. After the
divestiture of New AER was completed, AERG became
Illinois Power Resources Generating, LLC.
Ameren – Ameren Corporation and its subsidiaries on a
consolidated basis. In references to financing activities,
acquisition activities, or liquidity arrangements, Ameren is
defined as Ameren Corporation, the parent.
Ameren Companies – Ameren Corporation, Ameren
Missouri, and Ameren Illinois, collectively, which are
individual registrants within the Ameren consolidated group.
Ameren Illinois or AIC – Ameren Illinois Company, an
Ameren Corporation subsidiary that operates a rate-
regulated electric and natural gas transmission and
distribution business in Illinois, doing business as Ameren
Illinois. Ameren Illinois is also defined as a financial
reporting segment.
Ameren Illinois Merger – On October 1, 2010, CILCO and
IP merged with and into CIPS, with the surviving
corporation renamed Ameren Illinois Company.
Ameren Missouri or AMO – Union Electric Company, an
Ameren Corporation subsidiary that operates a rate-
regulated electric generation, transmission and distribution
business, and a rate-regulated natural gas transmission and
distribution business in Missouri, doing business as
Ameren Missouri. Ameren Missouri is also defined as a
financial reporting segment.
Ameren Services – Ameren Services Company, an Ameren
Corporation subsidiary that provides support services to
Ameren and its subsidiaries.
AMIL – The MISO balancing authority area operated by
Ameren, which includes the load of Ameren Illinois and
ATXI.
AMMO – The MISO balancing authority area operated by
Ameren, which includes the load and energy centers of
Ameren Missouri.
ARO – Asset retirement obligations.
ATXI – Ameren Transmission Company of Illinois, an
Ameren Corporation subsidiary that is engaged in the
construction and operation of electric transmission assets.
Baseload – The minimum amount of electric power
delivered or required over a given period of time at a steady
rate.
Btu – British thermal unit, a standard unit for measuring the
quantity of heat energy required to raise the temperature of
one pound of water by one degree Fahrenheit.
CAIR – Clean Air Interstate Rule.
Capacity factor – A percentage measure that indicates how
much of an energy center’s capacity was used during a
specific period.
CCR – Coal combustion residuals.
CILCO – Central Illinois Light Company, a former Ameren
Corporation subsidiary that operated a rate-regulated
electric transmission and distribution business, and a rate-
regulated natural gas transmission and distribution
business, all in Illinois, before the Ameren Illinois Merger.
CILCORP – CILCORP Inc., a former Ameren Corporation
subsidiary that operated as a holding company for CILCO
and its merchant generation subsidiary. On March 4, 2010,
CILCORP merged with and into Ameren.
CIPS – Central Illinois Public Service Company, an Ameren
Corporation subsidiary, renamed Ameren Illinois Company
at the effective date of the Ameren Illinois Merger, which
operates a rate-regulated electric and natural gas
transmission and distribution business, all in Illinois.
CO2 – Carbon dioxide.
COL – Nuclear energy center combined construction and
operating license.
Cole County Circuit Court – Circuit Court of Cole County,
Missouri.
Cooling degree-days – The summation of positive
differences between the mean daily temperature and a 65-
degree Fahrenheit base. This statistic is useful as an
indicator of electricity demand by residential and
commercial customers for summer cooling.
CSAPR – Cross-State Air Pollution Rule.
CT – Combustion turbine electric energy center used
primarily for peaking capacity.
DOE – Department of Energy, a United States government
agency.
DRPlus – Ameren Corporation’s dividend reinvestment and
direct stock purchase plan.
Dekatherm – One million Btus of natural gas.
Dynegy – Dynegy Inc.
1
EEI – Electric Energy, Inc., an 80%-owned Genco subsidiary
that operates merchant electric generation energy centers
and FERC-regulated transmission facilities in Illinois. On
December 2, 2013, Genco’s ownership interest in EEI was
included in the divestiture of New AER to IPH.
Entergy – Entergy Arkansas, Inc.
EPA – Environmental Protection Agency, a United States
government agency.
Equivalent availability factor – A measure that indicates
the percentage of time an energy center was available for
service during a period.
ERISA – Employee Retirement Income Security Act of 1974,
as amended.
Exchange Act – Securities Exchange Act of 1934, as
amended.
FAC – Fuel adjustment clause, a fuel and purchased power
cost recovery mechanism that allows Ameren Missouri to
recover, through customer rates, 95% of changes in net
energy costs greater or less than the amount set in base
rates without a traditional rate proceeding, subject to
MoPSC prudence reviews. Net energy cost includes fuel
(coal, coal transportation, natural gas for generation, and
nuclear), certain fuel additives, emission allowances,
purchased power costs, transmission costs and revenues,
and MISO costs and revenues, net of off-system sales
revenues.
FASB – Financial Accounting Standards Board, a
rulemaking organization that establishes financial
accounting and reporting standards in the United States.
FERC – Federal Energy Regulatory Commission, a United
States government agency.
Fitch – Fitch Ratings, a credit rating agency.
FTRs – Financial transmission rights, financial instruments
that specify whether the holder shall pay or receive
compensation for certain congestion-related transmission
charges between two designated points.
GAAP – Generally accepted accounting principles in the
United States of America.
Genco – Ameren Energy Generating Company, a former
AER subsidiary that operated a merchant electric generation
business in Illinois and holds an 80% ownership interest in
EEI. On December 2, 2013, Genco was included in the
divestiture of New AER to IPH. After the New AER
divestiture was completed, Genco became Illinois Power
Generating Company.
Heating degree-days – The summation of negative
differences between the mean daily temperature and a 65-
degree Fahrenheit base. This statistic is useful as an
indicator of demand for electricity and natural gas for winter
space heating by residential and commercial customers.
IBEW – International Brotherhood of Electrical Workers, a
labor union.
ICC – Illinois Commerce Commission, a state agency that
regulates Illinois utility businesses, including Ameren
Illinois and ATXI.
IEIMA – Illinois Energy Infrastructure Modernization Act, an
Illinois law that established a performance-based formula
process for determining electric delivery service rates. By
its election to participate in this regulatory framework,
Ameren Illinois is required to make incremental capital
expenditures to modernize its electric distribution system,
meet performance standards, and create jobs in Illinois,
among other things.
IP – Illinois Power Company, a former Ameren Corporation
subsidiary that operated a rate-regulated electric and natural
gas transmission and distribution business, all in Illinois,
before the Ameren Illinois Merger.
IPA – Illinois Power Agency, a state government agency
that has broad authority to assist in the procurement of
electric power for residential and small commercial
customers.
IPH – Illinois Power Holdings, LLC, an indirect wholly
owned subsidiary of Dynegy.
IRS – Internal Revenue Service, a United States government
agency.
ISRS – Infrastructure system replacement surcharge, which
is a cost recovery mechanism that allows Ameren Missouri
to recover natural gas infrastructure replacement costs
from utility customers without a traditional rate proceeding.
IUOE – International Union of Operating Engineers, a labor
union.
Kilowatthour – A measure of electricity consumption
equivalent to the use of 1,000 watts of power over one hour.
LIUNA – Laborers’ International Union of North America, a
labor union.
Marketing Company – Ameren Energy Marketing Company,
a former AER subsidiary that marketed power for Genco,
AERG, and EEI. Marketing Company was included in the
divestiture of New AER to IPH on December 2, 2013. After
the divestiture of New AER was completed, Marketing
Company became Illinois Power Marketing Company.
MATS – Mercury and Air Toxics Standards.
Medina Valley – AmerenEnergy Medina Valley Cogen, LLC,
an Ameren Corporation subsidiary. Previously, this
company 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.
MEEIA – Missouri Energy Efficiency Investment Act, a
Missouri law that allows electric utilities to recover costs
related to MoPSC-approved energy efficiency programs.
Megawatthour or MWh – One thousand kilowatthours.
Merchant Generation – A financial reporting segment that
prior to the divestiture of New AER to IPH on December 2,
2013, consisted primarily of the operations of AER,
including Genco, AERG, Marketing Company and, through
March 13, 2013, Medina Valley.
MGP – Manufactured gas plant.
MIEC – Missouri Industrial Energy Consumers.
MISO – Midcontinent Independent System Operator, Inc.,
an RTO.
Missouri Environmental Authority – Environmental
Improvement and Energy Resources Authority of the state
of Missouri, a governmental body authorized to finance
environmental projects by issuing tax-exempt bonds and
notes.
Mmbtu – One million Btus.
Money pool – Borrowing agreements among Ameren and
its subsidiaries to coordinate and provide for certain short-
term cash and working capital requirements.
2
Moody’s – Moody’s Investors Service Inc., a credit rating
agency.
MoOPC – Missouri Office of Public Counsel.
MoPSC – Missouri Public Service Commission, a state
agency that regulates Missouri utility businesses, including
Ameren Missouri.
MPS – Multi-Pollutant Standard, a compliance alternative
under Illinois law covering reductions in emissions of SO2,
NOx, and mercury, which Genco, EEI, and AERG elected in
2006.
MTM – Mark-to-market.
MW – Megawatt.
Native load – End-use retail customers whom we are
obligated to serve by statute, franchise, contract, or other
regulatory requirement.
NERC – North American Electric Reliability Corporation.
New AER – New Ameren Energy Resources Generating
Company, LLC, a limited liability company formed as a
direct wholly owned subsidiary of AER. New AER, acquired
by IPH on December 2, 2013, included substantially all of
the assets and liabilities of AER, except for certain assets
and liabilities retained by Ameren. After Ameren’s
divestiture of New AER to IPH was completed, this entity
became Illinois Power Resources, LLC.
NO2 – Nitrogen dioxide.
NOx – Nitrogen oxides.
Noranda – Noranda Aluminum, Inc.
NPNS – Normal purchases and normal sales.
NRC – Nuclear Regulatory Commission, a United States
government agency.
NSPS – New Source Performance Standards, a provision
under the Clean Air Act.
NSR – New Source Review provisions of the Clean Air Act,
which include Nonattainment New Source Review and
Prevention of Significant Deterioration regulations.
NWPA – Nuclear Waste Policy Act of 1982, as amended.
NYMEX – New York Mercantile Exchange.
NYSE – New York Stock Exchange, Inc.
OATT – Open Access Transmission Tariff.
OCI – Other comprehensive income (loss) as defined by
GAAP.
Off-system sales revenues – Revenues from other than
native load sales, including wholesale sales beginning with
the July 31, 2011 effective date of the MoPSC’s 2011
electric rate order.
OTC – Over-the-counter.
PGA – Purchased Gas Adjustment tariffs, which permit
prudently incurred natural gas costs to be recovered directly
from utility customers without a traditional rate proceeding.
PJM – PJM Interconnection LLC.
PUHCA 2005 – The Public Utility Holding Company Act of
2005.
Rate base – The net value of property on which a public
utility is permitted to earn an allowed rate of return.
Regulatory lag – The effect of adjustments to retail electric
and natural gas rates being based on historic cost and sales
volume levels. Rate increase requests, in traditional rate
case proceedings, can take up to 11 months to be acted
upon by the MoPSC and the ICC. As a result, revenue
increases authorized by regulators will lag behind changing
costs and sales volume levels when based on historical
periods.
Revenue requirement – The cost of providing utility service
to customers, which is calculated as the sum of a utility’s
recoverable operating and maintenance expenses,
depreciation and amortization expense, taxes, and an
allowed return on investment.
RFP – Request for proposal.
Rockland Capital – Rockland Capital, LLC together with the
special purpose entity affiliated with and formed by
Rockland Capital, LLC that acquired the Elgin, Gibson City,
and Grand Tower gas-fired energy centers.
RTO – Regional transmission organization.
S&P – Standard & Poor’s Ratings Services, a credit rating
agency.
SEC – Securities and Exchange Commission, a United
States government agency.
SERC – SERC Reliability Corporation, one of the regional
electric reliability councils organized for coordinating the
planning and operation of the nation’s bulk power supply.
SO2 – Sulfur dioxide.
Stoddard County Circuit Court – Circuit Court of Stoddard
County, Missouri.
UA – United Association of Plumbers and Pipefitters, a
labor union.
Westinghouse – Westinghouse Electric Company.
3
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 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:
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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; the outcome of Ameren Illinois’
appeal of the ICC’s electric rate order issued in
December 2013; Ameren Illinois’ request for rehearing
of a July 2012 FERC order regarding the inclusion of
acquisition premiums in its 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, including the direct relationship between
Ameren Illinois’ return on common equity and the 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 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, or changes to, the Illinois power
procurement process;
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;
increasing capital expenditure and operating expense
requirements and our ability to timely recover these costs;
4
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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 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;
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;
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 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 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, result in sales 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;
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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’s and Ameren Missouri’s
energy centers or required to satisfy energy sales made
by Ameren or Ameren Missouri;
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.
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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.
ITEM 1.
BUSINESS
GENERAL
PART I
Ameren, headquartered in St. Louis, Missouri, is a
As a result of the transaction agreement with IPH and
public utility holding company under PUHCA 2005,
administered by FERC. Ameren was formed in 1997 by the
merger of Ameren Missouri and CIPSCO Inc. Ameren
acquired CILCORP in 2003 and IP in 2004. Ameren’s
primary assets are its equity interests in its subsidiaries,
including Ameren Missouri and Ameren Illinois. Ameren’s
subsidiaries are separate, independent legal entities with
separate businesses, assets, and liabilities. Dividends on
Ameren’s common stock and the payment of other
expenses by Ameren depend on distributions made to it by
its subsidiaries.
Below is a summary description of Ameren Missouri
and Ameren Illinois. A more detailed description can be
found in Note 1 – Summary of Significant Accounting
Policies under Part II, Item 8, of this report.
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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 operates a rate-regulated electric and
natural gas transmission and distribution business in
Illinois.
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 Illinois Rivers project is a
MISO-approved project to build a 345-kilovolt line from
western Indiana across the state of Illinois to eastern
Missouri at an estimated cost of $1.1 billion.
On March 14, 2013, Ameren entered into a transaction
agreement to divest New AER to IPH. On December 2,
2013, Ameren completed the divestiture of New AER to IPH.
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 16 – Divestiture
Transactions and Discontinued Operations under Part II,
Item 8, of this report for additional information.
Ameren’s plan to sell its Elgin, Gibson City, and Grand Tower
gas-fired energy centers, Ameren determined that New AER
and the gas-fired energy centers qualified for discontinued
operations presentation beginning March 14, 2013. In
addition, as of December 2, 2013, Ameren abandoned the
Meredosia and Hutsonville energy centers upon the
completion of the divestiture of New AER to IPH. Ameren is
prohibited from operating these energy centers through
December 31, 2020, as a provision of the Illinois Pollution
Control Board’s November 2013 order granting IPH a
variance of the MPS. As a result, Ameren determined that the
Meredosia and Hutsonville energy centers qualified for
discontinued operations presentation as of December 2,
2013. The Meredosia and Hutsonville energy centers ceased
operations at December 31, 2011, and therefore 2011 was
the last year those energy centers had a material effect on
Ameren’s consolidated financial statements. As a result of
these events, Ameren has segregated New AER’s and the
Elgin, Gibson City, Grand Tower, Meredosia, and Hutsonville
energy centers’ operating results, assets, and liabilities and
presented them separately as discontinued operations for all
periods presented in this report. Unless otherwise stated, the
following sections within Part I, Item 1, of this report exclude
discontinued operations for all periods presented. See Note
16 – Divestiture Transactions and Discontinued Operations
under Part II, Item 8, of this report for additional information
regarding that presentation.
The following table presents our total employees at
December 31, 2013:
Ameren Missouri
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Services and Other . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,932
3,133
1,462
8,527
As of January 1, 2014, the IBEW, the IUOE, the LIUNA,
and the UA labor unions collectively represented about 56%
of Ameren’s total employees. They represented 64% of the
employees at Ameren Missouri and 61% at Ameren Illinois.
The collective bargaining agreements have two- to six-year
terms, and expire between 2015 and 2017.
5
For additional information about the development of
our businesses, our business operations, and factors
affecting our operations and financial position, see
Management’s Discussion and Analysis of Financial
Condition and Results of Operations under Part II, Item 7,
of this report and Note 1 – Summary of Significant
Accounting Policies under Part II, Item 8, of this report.
BUSINESS SEGMENTS
Ameren has two reportable segments: Ameren
Missouri and Ameren Illinois. See Note 17 – Segment
Information under Part II, Item 8, of this report for
additional information on reporting segments.
RATES AND REGULATION
Rates
regulatory staff knowledge and experience, customer
intervention, economic conditions, public policy, and social
and political views. Decisions made by these governmental
entities regarding rates are largely outside of our control.
These decisions, as well as the regulatory lag involved in
filing and getting new rates approved, could have a material
impact on the results of operations, financial position, and
liquidity of Ameren, Ameren Missouri and Ameren Illinois.
The extent of the regulatory lag varies for each of Ameren’s
electric and natural gas jurisdictions, with our FERC-
regulated electric jurisdictions experiencing the least
amount of regulatory lag. The effects of regulatory lag are
mitigated through a variety of means including the use of a
future test year, the implementation of trackers and riders,
the deferral of depreciation for assets not yet included in
rate base, and by regulatory frameworks that include annual
revenue requirement reconciliations.
The rates that Ameren Missouri, Ameren Illinois and
The ICC regulates rates and other matters for Ameren
ATXI are allowed to charge for their utility services
significantly influence the results of operations, financial
position, and liquidity of these companies and Ameren. The
electric and natural gas utility industry is highly regulated.
The utility rates charged to customers are determined, in
large part, by governmental entities, including the MoPSC,
the ICC, and FERC. Decisions by these entities are
influenced by many factors, including the cost of providing
service, the prudency of expenditures, the quality of service,
Illinois and the ICC regulates non-rate utility matters for
ATXI. ATXI does not have retail distribution customers, and
therefore the ICC does not have authority to regulate its
rates. The MoPSC regulates rates and other matters for
Ameren Missouri. FERC regulates Ameren Missouri,
Ameren Illinois and ATXI as to their ability to charge
market-based rates for the wholesale sale and transmission
of energy in interstate commerce and various other matters
discussed below under General Regulatory Matters.
The following table summarizes, by rate jurisdiction, the rate orders in effect for customer billings for each of Ameren’s
rate-regulated utilities as of January 1, 2014.
Allowed
Return
on
Equity
Percent
of
Common
Equity
Rate Base
(in billions)
Portion of
Ameren’s 2013
Operating
Revenues(a)
Regulator
Ameren Missouri
Electric service(b)(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas delivery service(d)
MoPSC
MoPSC
Ameren Illinois
. . . . . . . . . . . . . . . . . . . . . . . . .
Electric distribution delivery service(f)
Natural gas delivery service(g)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Electric transmission delivery service(h) . . . . . . . . . . . . . . . . . . . . . . . .
ICC
ICC
FERC
9.8%
(e)
8.7%
9.1%
12.38%
52.3%
52.9%
51.0%
51.7%
55.2%
ATXI
Electric transmission delivery service(h) . . . . . . . . . . . . . . . . . . . . . . . .
FERC
12.38%
56.0%
$6.8
$0.2(e)
$2.0
$1.1
$0.7
$0.2
58%
3%
23%
14%
2%
(i)
(a)
Includes pass-through costs recovered from customers, such as purchased power for electric distribution delivery service and gas purchased
for resale for natural gas delivery service.
(b) Ameren Missouri electric generation, transmission, and delivery service rates are bundled together and charged to retail customers under a
combined electric service rate.
(c) Based on MoPSC’s December 2012 rate order, which became effective on January 2, 2013.
(d) Based on MoPSC’s January 2011 rate order, which became effective on February 20, 2011.
(e) Ameren Missouri’s last natural gas rate order did not specify the allowed return on equity or rate base.
(f) Based on the ICC’s December 2013 rate order, which became effective on January 1, 2014. The December 2013 rate order was based on 2012
recoverable costs, expected net plant additions for 2013, and the monthly yields during 2012 of the 30-year United States treasury bonds plus
580 basis points. Ameren Illinois’ 2014 electric distribution delivery service revenues will be based on its 2014 actual recoverable costs, rate
base, and return on common equity, as calculated under the IEIMA’s performance-based formula ratemaking framework.
(g) Based on the ICC’s December 2013 rate order, which became effective on January 1, 2014. The rate order was based on a 2014 future test
year.
(h) Transmission rates are updated and become effective each January using a company-specific, forward-looking rate formula framework, which
is based on that year’s forecasted information.
Less than 1%.
(i)
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Ameren Missouri
Electric
Ameren Missouri’s electric operating revenues are
subject to regulation by the MoPSC. In December 2012, the
MoPSC issued an order approving rates for electric service
based on a 9.8% return on equity, a capital structure
composed of 52.3% common equity, and a rate base of
$6.8 billion. These rates became effective on January 2,
2013.
If certain criteria are met, Ameren Missouri’s electric
rates may be adjusted without a traditional rate proceeding.
The FAC permits Ameren Missouri to recover, through
customer rates, 95% of changes in net energy costs greater
than or less than the amount set in base rates without a
traditional rate proceeding, subject to prudence reviews. Net
energy cost includes fuel, emission allowances, purchased
power costs, certain fuel additives, transmission costs and
revenues, and MISO costs and revenues, net of off-system
sales revenues. Similarly, all of Ameren Missouri’s MEEIA
costs, including energy efficiency program costs, projected
lost revenues, and potential incentive awards, are recovered
through a rider that may be adjusted without a traditional
rate proceeding.
In addition to the FAC and the MEEIA recovery
mechanisms, Ameren Missouri employs other cost
recovery mechanisms including a vegetation management
and infrastructure inspection cost tracker, a pension and
postretirement benefit cost tracker, an uncertain tax
position tracker, a renewable energy standards cost tracker,
solar rebate program tracker, and a storm cost tracker.
Each of these trackers allows Ameren Missouri to record
the difference between the level of incurred costs under
GAAP and the level of such costs built into rates as a
regulatory asset or regulatory liability, which will be
included in rates in a future rate order.
FERC regulates the rates charged and the terms and
conditions for electric transmission services. Because
Ameren Missouri is a member of MISO, its transmission
rate is calculated in accordance with the MISO OATT. The
transmission rate is updated in June of each year; it is
based on Ameren Missouri’s filings with FERC. This rate is
not directly charged to Missouri retail customers, because
in Missouri the MoPSC includes transmission-related costs
and revenues in setting bundled retail rates. As discussed
above, Ameren Missouri transmission revenues, as well as
certain transmission costs paid to MISO for transmission
services, are included in the FAC.
Natural Gas
Ameren Missouri’s natural gas operating revenues are
subject to regulation by the MoPSC. The last natural gas
delivery service rate order was issued by the MoPSC in
January 2011.
If certain criteria are met, Ameren Missouri’s natural
gas rates may be adjusted without a traditional rate
proceeding. PGA clauses permit prudently incurred natural
gas costs to be passed directly to customers. The ISRS also
permits certain prudently incurred natural gas infrastructure
replacement costs to be recovered from customers on a
more timely basis between rate cases. The return on equity
to be used by Ameren Missouri for purposes of the ISRS
tariff filing is 10%. An ISRS tariff was approved and became
effective in October 2013 for the recovery of eligible
infrastructure system replacement investments made from
January 2011 through May 2013, which resulted in a
$1 million annual increase in rates.
For additional information on Missouri rate matters,
see Results of Operations and Outlook in Management’s
Discussion and Analysis of Financial Condition and Results
of Operations under Part II, Item 7, Quantitative and
Qualitative Disclosures About Market Risk under Part II,
Item 7A, and Note 2 – Rate and Regulatory Matters, and
Note 15 – Commitments and Contingencies under Part II,
Item 8, of this report.
Ameren Illinois
Electric
Ameren Illinois’ electric operating revenues, are subject
to either ICC or FERC regulation. Ameren Illinois electric
distribution delivery service is regulated by the ICC, while its
electric transmission delivery service is regulated by FERC.
In 2013, Ameren Illinois’ electric distribution delivery
service comprised 90% of its total electric operating
revenues, with the remainder of its electric operating
revenues related to electric transmission delivery service.
Under Illinois law, all electric customers in Illinois may
choose their own electric energy provider. However,
Ameren Illinois is required to serve as the provider of last
resort (POLR) for electric customers within its territory who
have not chosen an alternative retail electric supplier.
Ameren Illinois’ obligation to provide POLR electric service
varies by customer size. Ameren Illinois is not required to
offer fixed-priced electric service to customers with electric
demands of 400 kilowatts or greater, as the market for
service to this group of customers has been declared
competitive. Power and related procurement costs incurred
by Ameren Illinois are passed directly to its customers
through a cost recovery mechanism.
Ameren Illinois participates in the performance-based
formula ratemaking process established pursuant to the
IEIMA. The IEIMA was designed to provide for the recovery
of actual costs of electric delivery service that are prudently
incurred and to reflect the utility’s actual regulated capital
structure through a formula for calculating the return on
equity component of the cost of capital. The return on
equity component of the formula rate is equal to the
average for the calendar year of the monthly yields of 30-
year United States treasury bonds plus 580 basis points.
Ameren Illinois’ actual return on equity relating to electric
delivery service is subject to a collar adjustment on
earnings in excess of 50 basis points greater than or less
than its allowed return. The IEIMA provides for an annual
reconciliation of the revenue requirement necessary to
reflect the actual costs incurred in a given year with the
revenue requirement in effect for that year, including an
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allowed return on equity. This annual revenue
reconciliation, along with the collar adjustment, if
necessary, will be collected from or refunded to customers
in a subsequent year.
Ameren Illinois is also subject to performance
standards under the IEIMA. Failure to achieve the standards
would result in a reduction in the company’s allowed return
on equity calculated under the formula. The performance
standards include improvements in service reliability to
reduce both the frequency and duration of outages,
reduction in the number of estimated bills, reduction of
consumption on inactive meters, and a reduction in
uncollectible accounts expense. The IEIMA provides for
return on equity penalties totaling up to 30 basis points in
2013 through 2015, 34 basis points in 2016 through 2018,
and 38 basis points in 2019 through 2022 if the
performance standards are not met. The formula
ratemaking process is effective until the end of 2017, but
could be extended by the Illinois General Assembly for an
additional five years. The formula ratemaking process
would also terminate if the average residential rate were to
increase by more than 2.5% annually from June 2011
through May 2014. The average residential rate includes
generation service, which is outside of Ameren Illinois’
control, as Ameren Illinois is required to purchase all of its
power through procurement processes administered by the
IPA. Ameren Illinois does not expect the annual increase in
its average residential rate to exceed 2.5% through May
2014.
Between 2012 and 2021, Ameren Illinois is required,
pursuant to the IEIMA, to invest $625 million in capital
projects incremental to Ameren Illinois’ average electric
delivery service capital projects for calendar years 2008
through 2010 to modernize its distribution system. Through
2013, Ameren Illinois invested $61 million in IEIMA capital
projects toward its $625 million requirement. Such
investments are expected to encourage economic
development and to create an estimated 450 additional jobs
within Illinois. Ameren Illinois is subject to monetary
penalties if 450 additional jobs are not created during the
peak program year.
Ameren Illinois employs cost recovery mechanisms for
power procurement, energy efficiency programs, certain
environmental costs, and bad debt expense not recovered in
base rates. Ameren Illinois also has a tariff rider to recover
the costs of certain asbestos-related litigation claims.
Because Ameren Illinois is a member of MISO, its
transmission rate is calculated in accordance with the MISO
OATT. Currently, the FERC-allowed return on common
equity in the ratemaking formula for MISO transmission
owners is 12.38%. Ameren Illinois has received FERC
approval to use a company-specific, forward-looking rate
formula framework in setting its transmission rates. These
forward-looking rates are updated each January with
forecasted information, with a subsequent reconciliation
during the year to adjust for the actual revenue requirement
and actual billed revenues, which will be used to adjust
billing rates in a subsequent year. In Illinois, the AMIL
pricing zone rate is charged directly to wholesale customers
and alternative retail electric suppliers, which serve
unbundled retail load. For Ameren Illinois retail customers
who have not chosen an alternative retail electric supplier,
the AMIL transmission rate, and other MISO-related costs
are collected through a rider mechanism in Ameren Illinois’
retail distribution tariffs.
Natural Gas
Ameren Illinois’ natural gas operating revenues are
subject to regulation by the ICC.
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. Ameren Illinois
expects to file an appeal of the ICC’s order to the Appellate
Court in March 2014.
If certain criteria are met, Ameren Illinois’ natural gas
rates may be adjusted without a traditional rate proceeding.
PGA clauses permit prudently incurred natural gas costs to
be passed directly to customers. Also, Ameren Illinois
employs cost recovery mechanisms for energy efficiency
programs, certain environmental costs, and bad debt
expense not recovered in base rates.
In July 2013, Illinois enacted the Natural Gas
Consumer, Safety and Reliability Act, which encourages
Illinois natural gas utilities to accelerate modernization of
the state’s natural gas infrastructure and provides additional
ICC oversight of natural gas utility performance. The law
allows natural gas utilities the option to file for, and requires
the ICC to approve, a rate rider mechanism to recover costs
of certain natural gas infrastructure investments made
between rate cases. The law does not require a minimum
level of investment. Ameren Illinois expects to begin
including investments under this regulatory framework in
2015. Ameren Illinois’ decision to accelerate modernization
of its natural gas infrastructure under this regulatory
framework is dependent upon multiple considerations,
including the allowed return on equity under this regulatory
framework compared with other Ameren and Ameren
Illinois investment options.
ATXI
Similar to Ameren Illinois, ATXI is a member of MISO,
and its transmission rate is calculated in accordance with
the MISO OATT. Currently, the FERC-allowed return on
common equity in the ratemaking formula for MISO
transmission owners is 12.38%. ATXI has received FERC
approval to use a company-specific, forward-looking rate
formula framework in setting its transmission rates. These
forward-looking rates are updated each January with
forecasted information, with a subsequent reconciliation
during the year to adjust for the actual revenue requirement
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and actual billed revenues, which will be used to adjust
billing rates in a subsequent year. Additionally, FERC has
approved transmission rate incentives relating to the three
MISO-approved multi-value projects discussed below,
which allow construction work in progress to be included in
rate base, thereby improving cash flows.
The three MISO-approved multi-value projects being
developed by ATXI are the Illinois Rivers, Spoon River, and
Mark Twain projects. The first project, Illinois Rivers,
involves the construction of a 345-kilovolt line from western
Indiana across the state of Illinois to eastern Missouri. ATXI
obtained a certificate of public convenience and necessity
and project approval from the ICC for the entire Illinois
Rivers project. A full range of construction activities for the
Illinois Rivers project is scheduled in 2014. The first
sections of the Illinois Rivers project are expected to be
completed in 2016. The last section of this project is
expected to be completed in 2019. The Spoon River project
in northwest Illinois and the Mark Twain project in northeast
Missouri are the other two projects approved by MISO.
These two projects are expected to be completed in 2018.
The total investment in these three projects is expected to
be more than $1.4 billion through 2019.
For additional information on Illinois rate matters, see
Results of Operations and Outlook in Management’s
Discussion and Analysis of Financial Condition and Results
of Operations under Part II, Item 7, Quantitative and
Qualitative Disclosures About Market Risk under Part II,
Item 7A, and Note 2 – Rate and Regulatory Matters and
Note 15 – Commitments and Contingencies under Part II,
Item 8, of this report.
General Regulatory Matters
Ameren Missouri and Ameren Illinois must receive
FERC approval to enter into various transactions, such as
issuing short-term debt securities and conducting certain
acquisitions, mergers, and consolidations involving electric
utility holding companies with a value in excess of
$10 million. In addition, these Ameren utilities must receive
authorization from the applicable state public utility
regulatory agency to issue stock and long-term debt
securities (with maturities of more than 12 months) and to
conduct mergers, affiliate transactions, and various other
activities.
Ameren Missouri, Ameren Illinois and ATXI are also
subject to mandatory reliability standards, including
cybersecurity standards adopted by FERC, to ensure the
reliability of the bulk power electric system. These
standards are developed and enforced by NERC pursuant to
authority given to it by FERC. If Ameren or its subsidiaries
were found not to be in compliance with any of these
mandatory reliability standards, they could incur substantial
monetary penalties and other sanctions.
Under PUHCA 2005, FERC and any state public utility
regulatory agency may access books and records of
Ameren and its subsidiaries that are determined to be
relevant to costs incurred by Ameren’s rate-regulated
subsidiaries with respect to jurisdictional rates. PUHCA
2005 also permits the MoPSC and the ICC to request that
FERC review cost allocations by Ameren Services to other
Ameren companies.
Operation of Ameren Missouri’s Callaway energy
center is subject to regulation by the NRC. Its facility
operating license expires in October 2024. In December
2011, Ameren Missouri submitted a license extension
application to the NRC to extend the energy center’s
operating license to 2044. There is no date by which the
NRC must act on this relicensing request. Ameren
Missouri’s Osage hydroelectric energy center and Ameren
Missouri’s Taum Sauk pumped-storage hydroelectric
energy center, as licensed projects under the Federal Power
Act, are subject to FERC regulations affecting, among other
things, the general operation and maintenance of the
projects. The license for Ameren Missouri’s Osage
hydroelectric energy center expires in March 2047. In June
2008, Ameren Missouri filed a relicensing application with
FERC to operate its Taum Sauk pumped-storage
hydroelectric energy center for another 40 years. The
existing FERC license expired on June 30, 2010. In July
2010, Ameren Missouri received a license extension that
allows Taum Sauk to continue operations until FERC issues
a new license. FERC is reviewing the relicensing application.
A FERC order is expected in 2014. Ameren Missouri cannot
predict the ultimate outcome of the order. Ameren
Missouri’s Keokuk energy center and its dam in the
Mississippi River between Hamilton, Illinois, and Keokuk,
Iowa, are operated under authority granted by an Act of
Congress in 1905.
For additional information on regulatory matters, see
Note 2 – Rate and Regulatory Matters, Note 10 – Callaway
Energy Center, and Note 15 – Commitments and
Contingencies under Part II, Item 8, of this report.
Environmental Matters
Certain of our operations are subject to federal, state,
and local environmental statutes and regulations relating to
the safety and health of personnel, the public, and the
environment. These environmental statutes and regulations
include requirements relating to identification, generation,
storage, handling, transportation, disposal, recordkeeping,
labeling, reporting, and emergency response in connection
with hazardous and toxic materials; safety and health
standards; and environmental protection requirements,
including standards and limitations relating to the discharge
of air and water pollutants and the management of waste
and byproduct materials. Failure to comply with those
statutes or regulations could have material adverse effects
on us. We could be subject to criminal or civil penalties by
regulatory agencies or we could be ordered by the courts to
pay private parties. Except as indicated in this report, we
believe that we are in material compliance with existing
statutes and regulations that currently apply to our
operations.
9
The EPA is developing environmental regulations that
will have a significant impact on the electric utility industry.
Over time, compliance with these regulations could be
particularly costly for certain companies, including Ameren
Missouri, that operate coal-fired energy centers. Significant
new rules proposed or promulgated include the regulation
of CO2 emissions from new energy centers; revised national
ambient air quality standards for ozone, fine particulates,
SO2, and NOx emissions; the CSAPR, which would have
required further reductions of SO2 emissions and NOx
emissions from energy centers; a regulation governing
management of CCR and coal ash impoundments; the
MATS, which require reduction of emissions of mercury,
toxic metals, and acid gases from energy centers; revised
NSPS for particulate matter, SO2, and NOx emissions from
new sources; new effluent standards applicable to waste
water discharges from energy centers and new regulations
under the Clean Water Act that could require significant
capital expenditures, such as modifications to water intake
structures or new cooling towers at our energy centers. The
EPA is expected to propose CO2 standards for existing fossil
fuel-fired electric generation units in the future. These new
and proposed regulations, if adopted, may be challenged
through litigation, so their ultimate implementation, as well
as the timing of any such implementation, is uncertain.
Although many details of these future regulations are
unknown, the combined effects of the new and proposed
environmental regulations may result in significant capital
expenditures and increased operating costs over the next
five to ten years for Ameren and Ameren Missouri.
Compliance with these environmental laws and regulations
could be prohibitively expensive or could result in the
closure or alteration of the operation of some of our energy
centers. Ameren and Ameren Missouri would expect these
costs to be recoverable through rates, but the nature and
timing of costs, as well as the applicable regulatory
framework, could result in regulatory lag.
For additional discussion of environmental matters,
including NOx, SO2, and mercury emission reduction
requirements, remediation efforts, and a discussion of the
EPA’s allegations of violations of the Clean Air Act and
Missouri law in connection with projects at Ameren
Missouri’s Rush Island energy center, see Liquidity and
Capital Resources in Management’s Discussion and
Analysis of Financial Condition and Results of Operations
under Part II, Item 7, and Note 15 – Commitments and
Contingencies under Part II, Item 8, of this report.
TRANSMISSION AND SUPPLY OF ELECTRIC POWER
Ameren owns an integrated transmission system that
comprises the transmission assets of Ameren Missouri,
Ameren Illinois and ATXI. Ameren also operates two
balancing authority areas, AMMO (which includes Ameren
Missouri’s customers), and AMIL (which includes Ameren
Illinois’ customers). During 2013, the peak demand was
8,146 megawatts in AMMO and 8,899 megawatts in AMIL.
The Ameren transmission system directly connects with 15
other balancing authority areas for the exchange of electric
energy.
Ameren Missouri, Ameren Illinois and ATXI are
transmission-owning members of MISO. Ameren Missouri
is authorized by the MoPSC to participate in MISO, subject
to certain conditions, through May 2016, including the
condition that Ameren Missouri later file a study with the
MoPSC that evaluates the costs and benefits of Ameren
Missouri’s continued participation in MISO, as it has
periodically done since its MISO participation began in
2003. The next study is required to be filed with the MoPSC
in November 2015.
The Ameren Companies are members of SERC. SERC
is responsible for the bulk electric power supply system in
all or portions of Missouri, Illinois, Arkansas, Kentucky,
Tennessee, North Carolina, South Carolina, Georgia,
Mississippi, Alabama, Louisiana, Virginia, Florida,
Oklahoma, Iowa, and Texas. As a result of the Energy Policy
Act of 2005, owners and operators of the bulk electric
power system are subject to mandatory reliability standards
promulgated by NERC and its regional entities, such as
SERC, which are all enforced by FERC. The Ameren
Companies must comply with these standards, which are in
place to ensure the reliability of the bulk electric power
system.
See Note 2 – Rate and Regulatory Matters under Part
II, Item 8, of this report for additional information.
Ameren Missouri
Ameren Missouri’s electric supply is obtained primarily
from its own generation. Factors that could cause Ameren
Missouri to purchase power include, among other things,
absence of sufficient owned generation, energy center
outages, the fulfillment of renewable energy portfolio
requirements, the failure of suppliers to meet their power
supply obligations, extreme weather conditions, and the
availability of power at a cost lower than the cost of
generating it.
Ameren Missouri continues to evaluate its longer-term
needs for new baseload, including nuclear and peaking
electric generation capacity. See Energy Efficiency in this
section for information on Ameren Missouri’s energy
efficiency programs and associated cost recovery
mechanisms. The potential need for new energy center
construction is dependent on several key factors, including
continuation of energy efficiency programs beyond 2015,
load growth, customer participation in energy efficiency
programs, and the potential for more stringent
environmental regulation of coal-fired energy centers, which
could lead to the retirement of current baseload assets or
alterations in the manner in which those assets operate.
Because of the significant time required to plan, acquire
permits for, and build a baseload energy center, Ameren
Missouri continues to study future alternatives and is taking
steps to preserve options to meet future demand. These
steps include evaluating the potential for further energy
efficiency programs and evaluating potential sites for
natural gas-fired generation. Ameren Missouri is also
exploring options to expand renewable generation and
further diversify its generation portfolio. Ameren Missouri’s
10
next Integrated Resource Plan filing with the MoPSC is due
in October 2014.
See also Outlook in Management’s Discussion and
Analysis of Financial Condition and Results of Operations
under Part II, Item 7, and Note 2 – Rate and Regulatory
Matters and Note 15 – Commitments and Contingencies
under Part II, Item 8, of this report.
Ameren Illinois
Any electric supply purchased by Ameren Illinois for its
retail customers comes either through an annual
procurement process conducted by the IPA or through
markets operated by MISO. The power and related
procurement costs incurred by Ameren Illinois are passed
directly to its customers through a cost recovery
mechanism.
The IPA administers an RFP process that procures
Ameren Illinois’ expected supply obligation. Since the RFP
process began in 2009, the ICC has approved the outcomes
POWER GENERATION
of multiple electric power procurement RFPs for energy,
capacity, and renewable energy credits covering different
time periods.
Under Illinois law, transmission and distribution
service rates are regulated, while electric customers are
allowed to purchase power from an alternative retail electric
supplier. At December 31, 2013, approximately 768,000
retail customers representing approximately 72% of
Ameren Illinois’ annual retail kilowatthour sales had elected
to purchase their electricity from alternative retail electric
suppliers. Customers who receive electricity from
alternative retail electric suppliers continue to pay a delivery
charge to Ameren Illinois for the distribution services they
receive from Ameren Illinois.
See Note 2 – Rate and Regulatory Matters, Note 14 –
Related Party Transactions and Note 15 – Commitments
and Contingencies under Part II, Item 8, of this report for
additional information on power procurement in Illinois.
The following table presents the source of electric generation, excluding purchased power, for the years ended
December 31, 2013, 2012, and 2011:
Ameren and Ameren Missouri:
Coal
Nuclear
Natural Gas Renewables(a)
Oil
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77%
73
77
19%
24
19
(b)
1
1
3%
2
3
(b)
(b)
(b)
(a) Renewable power generation includes production from Ameren Missouri’s hydroelectric, pumped-storage, and methane gas energy centers,
but excludes purchased renewable energy credits.
(b) Less than 1% of total fuel supply.
The following table presents the cost of fuels for electric generation for the years ended December 31, 2013, 2012, and
2011:
Cost of Fuels (dollars per mmbtu)
2013
2012
2011
Ameren and Ameren Missouri:
Coal(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nuclear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2.050
0.942
7.907
$
1.925
0.964
4.517
$
1.733
0.750
5.873
Weighted average – all fuels(c)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1.874
$
1.743
$
1.610
(a) Represents the cost of coal and the costs for transportation, which include hedges for railroad diesel fuel surcharges.
(b) Represents the cost of natural gas and firm and variable costs for transportation, storage, balancing, and fuel losses for delivery to the energy
center. In addition, the fixed costs for firm transportation and firm storage capacity are included in the calculation of fuel cost for the energy
centers.
(c) Represents all costs for fuels used in our energy centers, to the extent applicable, including coal, nuclear, natural gas, methane gas, oil,
propane, tire chips, paint products, and handling. Methane gas, oil, propane, tire chips, and paint products are not individually listed in this
table because their use is minimal.
Coal
Ameren Missouri has agreements in place to purchase a
portion of the coal it needs and to transport it to energy
centers through 2019. Ameren Missouri expects to enter into
additional contracts to purchase coal from time to time. Coal
supply agreements for Ameren Missouri have terms of up to
six years, and expire between 2014 and 2017. Ameren
Missouri has an ongoing need for coal to serve its native load
customers, so it pursues a price-hedging strategy consistent
with this requirement. Ameren Missouri burned 19 million
tons of coal in 2013. See Part II, Item 7A – Quantitative and
Qualitative Disclosures About Market Risk of this report for
additional information about coal supply contracts.
11
About 98% of Ameren Missouri’s coal is purchased
from the Powder River Basin in Wyoming. The remaining
coal is typically purchased from the Illinois Basin. Inventory
may be adjusted because of generation levels or
uncertainties of supply due to potential work stoppages,
delays in coal deliveries, equipment breakdowns, and other
factors. In the past, deliveries from the Powder River Basin
have occasionally been restricted because of rail
maintenance, weather, and derailments. As of
December 31, 2013, coal inventories for Ameren Missouri
were about 20% below targeted levels due to flooding and
weather-related delivery delays. Disruptions in coal
deliveries could cause Ameren Missouri to pursue a
strategy that could include reducing sales of power during
low-margin periods, buying higher-cost fuels to generate
required electricity, and purchasing power from other
sources.
Nuclear
pipeline systems of Panhandle Eastern Pipe Line Company,
Trunkline Gas Company, Natural Gas Pipeline Company of
America, and Mississippi River Transmission Corporation to
transport natural gas to energy centers. In addition to
physical transactions, Ameren uses financial instruments,
including some in the NYMEX futures market and some in
the OTC financial markets, to hedge the price paid for
natural gas.
Ameren Missouri’s natural gas procurement strategy is
designed to ensure reliable and immediate delivery of
natural gas to its energy centers. This is accomplished by
optimizing transportation and storage options and
minimizing cost and price risk through various supply and
price-hedging agreements that allow access to multiple gas
pools, supply basins, and storage services. As of
December 31, 2013, Ameren Missouri had price-hedged
about 27% of its expected natural gas supply requirements
for generation in 2014.
The steps in the process to provide nuclear fuel involve
Renewable Energy
the mining and milling of uranium ore to produce uranium
concentrates, the conversion of uranium concentrates to
uranium hexafluoride gas, the enrichment of that gas, and
the fabrication of the enriched uranium hexafluoride gas
into usable fuel assemblies. Ameren Missouri has entered
into uranium, uranium conversion, uranium enrichment,
and fabrication contracts to procure the fuel supply for its
Callaway nuclear energy center.
Fuel assemblies for the 2014 fall refueling at Ameren
Missouri’s Callaway energy center are scheduled for
manufacture and delivery to the energy center during the
period May to July 2014. Ameren Missouri also has
agreements or inventories to price-hedge approximately
100%, 71%, and 60% of Callaway’s 2014, 2016 and 2017
refueling requirements, respectively. Ameren Missouri has
uranium (concentrate and hexafluoride) inventories and
supply contracts sufficient to meet all of its uranium and
conversion requirements through at least 2018. Ameren
Missouri has enriched uranium inventories and enrichment
supply contracts sufficient to satisfy enrichment
requirements through at least 2018. Fuel fabrication
services are under contract through 2014. Ameren Missouri
expects to enter into additional contracts to purchase
nuclear fuel. The Callaway energy center normally requires
refueling at 18-month intervals. The last refueling was
completed in May 2013. There is no refueling scheduled for
2015 and 2018. The nuclear fuel markets are competitive,
and prices can be volatile; however, we do not anticipate
any significant problems in meeting our future supply
requirements.
Natural Gas Supply for Generation
To maintain deliveries to natural gas-fired energy
centers throughout the year, especially during the summer
peak demand, Ameren Missouri’s portfolio of natural gas
supply resources includes firm transportation capacity and
firm no-notice storage capacity leased from interstate
pipelines. Ameren Missouri primarily uses the interstate
Illinois and Missouri have enacted laws requiring
electric utilities to include renewable energy resources in
their portfolios. Illinois requires renewable energy resources
to equal or exceed 2% of the total electricity that each
electric utility supplied to its eligible retail customers as of
June 1, 2008, with that percentage increasing to 10% by
June 1, 2015, and to 25% by June 1, 2025. For the 2013
plan year, Ameren Illinois met its requirement that 8% of its
total electricity for eligible retail customers be procured
from renewable energy resources. Current forecasts
indicate that Ameren Illinois has committed to procure
sufficient renewable energy credits under the IPA-
administered procurement process to meet the renewable
energy portfolio requirement through at least May 2018. In
December 2010, Ameren Illinois entered into 20-year
agreements with renewable energy suppliers. It began
receiving renewable energy credits under these agreements
in June 2012. Approximately 63% of the 2014 plan year
renewable energy requirement is expected to be met
through these agreements. The remaining requirement will
be met through IPA procurements, which resulted in
contracts that were executed in February 2012 with a term
of June 2013 through December 2017.
In Missouri, utilities are required to purchase or
generate from renewable energy sources electricity equaling
at least 2% of native load sales, with that percentage
increasing to at least 15% by 2021, subject to a 1% annual
limit on customer rate impacts. At least 2% of each
renewable energy portfolio requirement must be derived
from solar energy. Ameren Missouri expects to satisfy the
nonsolar requirement through 2018 with its existing
renewable generation, including the Maryland Heights
energy center, along with a 15-year 102-megawatt power
purchase agreement with a wind farm operator in Iowa that
became effective in 2009. The Maryland Heights energy
center generates electricity by burning methane gas
collected from a landfill. Currently, Ameren Missouri is
meeting the solar energy requirement through the purchase
12
of solar-generated renewable energy credits and generation
from solar panels installed on Ameren’s St. Louis
headquarters. In January 2014, Ameren Missouri
announced its plans to build a solar energy center which
will generate 5 megawatts of solar power. Construction is
expected to begin in the spring of 2014, and delivery of
power to customers is expected by the end of 2014. In
2013, Ameren Missouri purchased or generated about 5%
of its native load sales from renewable energy resources,
meeting its requirements.
Under the same Missouri statute requiring utilities to
purchase or generate energy from renewable sources,
Ameren Missouri is required to have a rebate program to
provide an incentive for customers to install solar
generation on their premises. In accordance with the statute
and a 2013 MoPSC order, Ameren Missouri is required to
provide $92 million of solar rebates by 2020. Also included
in its 2013 order, the MoPSC authorized Ameren Missouri
to employ a tracker allowing Ameren Missouri to record its
costs incurred under its solar rebate program as a
regulatory asset. Ameren Missouri will recover the costs of
these rebates, and the carrying cost of the regulatory asset,
which is estimated to be $9 million, over a three-year period
beginning with the effective date of its next electric rate
case.
Energy Efficiency
Ameren’s rate-regulated utilities have implemented
energy efficiency programs to educate and help their
customers become more efficient users of energy. The
MEEIA established a regulatory framework that, among
other things, allows electric utilities to recover costs related
to MoPSC-approved energy efficiency programs. The law
requires the MoPSC to ensure that a utility’s financial
incentives are aligned to help customers use energy more
efficiently, to provide timely cost recovery, and to provide
earnings opportunities associated with cost-effective energy
efficiency programs. Missouri does not have a law
mandating energy efficiency standards.
The MoPSC’s December 2012 electric rate order
approved Ameren Missouri’s implementation of MEEIA
megawatthour savings targets, energy efficiency programs,
and associated cost recovery mechanisms and incentive
awards. In 2013, Ameren Missouri invested $35 million for
energy efficiency programs. Ameren Missouri expects to
invest $48 million in 2014 and $64 million in 2015 for these
programs. A MEEIA rider allows Ameren Missouri to collect
from or refund to customers through 2015 any annual
difference in the actual amounts incurred and the projected
amounts collected from customers for the MEEIA program
costs and its projected lost revenues.
Additionally, MEEIA provides an incentive award that
would allow Ameren Missouri to earn additional revenues
by achieving certain energy efficiency goals, including
approximately $19 million if 100% of its energy efficiency
goals are achieved during the three-year period, with the
potential to earn more if Ameren Missouri’s energy savings
exceed those goals. Ameren Missouri must achieve at least
70% of its energy efficiency goals before it earns any
incentive award. The recovery of the incentive award from
customers, if the energy efficiency goals are achieved, is
expected in 2017 through the above-mentioned rider. See
Note 2 – Rate and Regulatory Matters under Part II, Item 8,
of this report for additional information.
Illinois has enacted a law requiring Ameren Illinois to
offer energy efficiency programs. The law also allows
recovery mechanisms of the programs’ costs. The ICC has
issued orders approving Ameren Illinois’ electric and natural
gas energy efficiency plans as well as cost recovery
mechanisms by which program costs can be recovered
from customers. In addition, between 2012 and 2021,
Ameren Illinois is required, pursuant to the IEIMA, to invest
$625 million in capital projects incremental to Ameren
Illinois’ average electric delivery service capital projects for
calendar years 2008 through 2010 to modernize its
distribution system. As part of these upgrades, Ameren
Illinois expects to invest $360 million for smart grid
infrastructure, including smart meters, which enables
customers to improve efficiency. Ameren Illinois will begin
the installation of smart meters during 2014.
NATURAL GAS SUPPLY FOR DISTRIBUTION
Ameren Missouri and Ameren Illinois are responsible
for the purchase and delivery of natural gas to their utility
customers. Ameren Missouri and Ameren Illinois each
develop and manage a portfolio of natural gas supply
resources. These include firm gas supply under term
agreements with producers, interstate and intrastate firm
transportation capacity, firm storage capacity leased from
interstate pipelines, and on-system storage facilities to
maintain natural gas deliveries to customers throughout the
year and especially during peak demand periods. Ameren
Missouri and Ameren Illinois primarily use Panhandle
Eastern Pipe Line Company, Trunkline Gas Company,
Natural Gas Pipeline Company of America, Mississippi River
Transmission Corporation, Northern Border Pipeline
Company, and Texas Eastern Transmission Corporation
interstate pipeline systems to transport natural gas to their
systems. In addition to transactions requiring physical
delivery, financial instruments, including those entered into
in the NYMEX futures market and in the OTC financial
markets, are used to hedge the price paid for natural gas.
See Part II, Item 7A – Quantitative and Qualitative
Disclosures About Market Risk of this report for additional
information about natural gas supply contracts. Natural gas
purchase costs are passed on to customers of Ameren
Missouri and Ameren Illinois under PGA clauses, subject to
prudency reviews by the MoPSC and the ICC. As of
December 31, 2013, Ameren Missouri had price-hedged
84%, and Ameren Illinois had price-hedged 77%, of its
expected 2014 natural gas supply requirements.
For additional information on our fuel and purchased
power supply, see Results of Operations, Liquidity and
Capital Resources and Effects of Inflation and Changing
Prices in Management’s Discussion and Analysis of
13
Financial Condition and Results of Operations under Part II,
Item 7, of this report. Also see Quantitative and Qualitative
Disclosures About Market Risk under Part II, Item 7A, of
this report, Note 1 – Summary of Significant Accounting
Policies, Note 7 – Derivative Financial Instruments,
Note 10 – Callaway Energy Center, Note 14 – Related Party
Transactions, and Note 15 – Commitments and
Contingencies under Part II, Item 8 of this report.
INDUSTRY ISSUES
We are facing issues common to the electric and
natural gas utility industry. These issues include:
‰
‰
‰
‰
‰
‰
‰
‰
‰
‰
political and regulatory resistance to higher rates;
the potential for changes in laws, regulations, and
policies at the state and federal level;
cybersecurity risk, including loss of operational control
of energy centers and electric and natural gas
transmission and distribution systems and/or loss of
data, such as utility customer data, account
information, and intellectual property through insider or
outsider actions;
the potential for more intense competition in
generation, supply and distribution, including new
technologies;
pressure on customer growth and usage in light of
economic conditions and energy efficiency initiatives;
changes in the structure of the industry as a result of
changes in federal and state laws, including the
formation and growth of independent transmission
entities;
pressure to reduce the allowed return on common
equity on FERC-regulated electric transmission assets;
the availability of fuel and increases or decreases in fuel
prices;
the availability of qualified labor and material, and rising
costs;
regulatory lag;
OPERATING STATISTICS
‰
‰
‰
‰
‰
‰
‰
‰
‰
the influence of macroeconomic factors, such as yields
on United States treasury securities, on allowed rates of
return on equity provided by regulators;
decreased or negative free cash flows due to rising
infrastructure investments and regulatory frameworks;
public concern about the siting of new facilities;
continually developing and complex environmental
laws, regulations and requirements, including air and
water quality standards, mercury emissions standards,
and likely greenhouse gas limitations and CCR
management requirements;
public concerns about the potential impacts to the
environment from the combustion of fossil fuels;
aging infrastructure and the need to construct new
power generation, transmission and distribution
facilities, which have long time frames for completion,
while at the same time, having little long-term visibility
on power and commodity prices and regulatory
requirements;
legislation or proposals for programs to encourage or
mandate energy efficiency and renewable sources of
power, such as solar, and the macroeconomic debate
of who should pay for those programs;
public concerns about nuclear generation and
decommissioning and the disposal of nuclear waste;
and
consolidation of electric and natural gas companies.
We are monitoring these issues. Except as otherwise
noted in this report, we are unable to predict what impact, if
any, these issues will have on our results of operations,
financial position, or liquidity. For additional information,
see Risk Factors under Part I, Item 1A, and Outlook in
Management’s Discussion and Analysis of Financial
Condition and Results of Operations under Part II, Item 7,
and Note 2 – Rate and Regulatory Matters and Note 15 –
Commitments and Contingencies under Part II, Item 8, of
this report.
The following tables present key electric and natural gas operating statistics for Ameren for the past three years:
Electric Operating Statistics – Year Ended December 31,
2013
2012
2011
Electric Sales – kilowatthours (in millions):
Ameren Missouri:
Residential
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Native load subtotal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Off-system and wholesale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,562
14,634
8,709
125
37,030
6,128
43,158
13,385
14,575
8,660
126
36,746
7,293
44,039
13,867
14,743
8,691
127
37,428
10,715
48,143
14
Electric Operating Statistics – Year Ended December 31,
2013
2012
2011
Ameren Illinois:
Residential
Power supply and delivery service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Delivery service only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial
Power supply and delivery service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Delivery service only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial
Power supply and delivery service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Delivery service only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Native load subtotal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,474
6,310
2,606
9,541
1,667
10,861
522
36,981
Eliminate affiliate sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(82)
9,507
2,103
2,985
9,175
1,595
11,753
523
37,641
-
Ameren total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80,057
81,680
Electric Operating Revenues (in millions):
Ameren Missouri:
Residential
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Native load subtotal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Off-system and wholesale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois:
Residential
Power supply and delivery service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Delivery service only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial
Power supply and delivery service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Delivery service only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial
Power supply and delivery service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Delivery service only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Native load subtotal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eliminate affiliate revenues and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Electric Generation – Ameren Missouri – megawatthours (in millions)
. . . . . . . . . . . . . . . . . . . . .
Price per ton of delivered coal (average) – Ameren Missouri
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren source of energy supply:
Coal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nuclear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hydroelectric . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Methane gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchased – Wind . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchased – Other
$
$
$
$
$
$
$
$
$
$
$
$
$
$
1,428
1,216
491
61
3,196
183
3,379
501
282
215
184
70
44
165
1,461
(8)
4,832
43.2
36.19
70.2%
10.5
1.6
1.1
0.1
0.4
16.1
$
$
$
$
$
$
$
1,297
1,088
435
104
2,924
208
3,132
961
90
254
177
57
46
154
1,739
(14)
4,857
44.7
34.21
65.1%
12.4
1.1
2.7
-
0.4
18.3
11,771
77
3,662
8,561
1,502
11,360
529
37,462
(17)
85,588
1,272
1,084
438
76
2,870
352
3,222
1,194
3
350
157
65
43
128
1,940
(15)
5,147
48.8
30.57
66.5%
9.4
1.3
1.1
-
0.3
21.4
100.0%
100.0%
100.0%
15
Gas Operating Statistics – Year Ended December 31,
2013
2012
2011
Natural Gas Sales (millions of dekatherms):
Ameren Missouri:
Residential
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transport
Subtotal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois:
Residential
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transport and other
Subtotal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural Gas Operating Revenues (in millions)
Ameren Missouri:
Residential
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transport and other
Subtotal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois:
Residential
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transport and other
Subtotal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eliminate affiliate revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
$
8
4
1
6
19
62
21
6
87
176
195
102
42
8
9
161
611
185
26
25
847
(2)
1,006
$
$
$
$
$
6
3
1
6
16
49
17
5
86
157
173
85
36
8
10
139
547
172
24
43
786
(1)
924
$
$
$
$
$
7
3
1
5
16
56
21
5
80
162
178
96
42
9
9
156
588
195
30
33
846
(1)
1,001
AVAILABLE INFORMATION
The Ameren Companies make available free of charge
through Ameren’s website (www.ameren.com) their annual
reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, eXtensible Business Reporting
Language (XBRL) documents, and any amendments to
those reports filed with or furnished to pursuant to Sections
13(a) or 15(d) of the Exchange Act as soon as reasonably
possible after such reports are electronically filed with, or
furnished to, the SEC. These documents are also available
through an Internet website maintained by the SEC
(www.sec.gov). Ameren also uses its website as a channel
of distribution of material information relating to the
Ameren Companies. Financial and other material
information regarding the Ameren Companies is routinely
posted to and accessible at Ameren’s website.
The Ameren Companies also make available free of
charge through Ameren’s website the charters of Ameren’s
board of directors’ audit and risk committee, human
resources committee, nominating and corporate
governance committee, finance committee, and nuclear
oversight and environmental committee; the corporate
governance guidelines; a policy regarding communications
to the board of directors; a policy and procedures with
respect to related-person transactions; a code of ethics for
principal executive and senior financial officers; a code of
business conduct applicable to all directors, officers and
employees; and a director nomination policy that applies to
the Ameren Companies. The information on Ameren’s
website, or any other website referenced in this report, is
not incorporated by reference into this report.
ITEM 1A. RISK FACTORS
Investors should review carefully the following material
risk factors and the other information contained in this
report. The risks that the Ameren Companies face are not
limited to those in this section. There may be further risks
and uncertainties that are not presently known or that are
not currently believed to be material that may adversely
affect the results of operations, financial position, and
liquidity of the Ameren Companies. See Forward-Looking
Statements above and Outlook in Management’s Discussion
and Analysis of Financial Condition and Results of
Operations under Part II, Item 7, of this report.
The Ameren Companies are subject to extensive
regulation of their businesses, which could adversely
affect their results of operations, financial position, and
liquidity.
The Ameren Companies are subject to, or affected by,
extensive federal, state, and local regulation. This extensive
regulatory framework, some but not all of which is more
specifically identified in the following risk factors, regulates,
16
among other matters, the electric and natural gas utility
industries; rate and cost structure of utilities; operation of
nuclear energy centers; construction and operation of
generation, transmission, and distribution facilities;
acquisition, disposal, depreciation and amortization of
assets and facilities; transmission reliability; and present or
prospective wholesale and retail competition. The Ameren
Companies must address in their planning and
management of operations the effects of existing and
proposed laws and regulations and potential changes in the
regulatory framework, including initiatives by federal and
state legislatures, RTOs, utility regulators, and taxing
authorities. Significant changes in the nature of the
regulation of the Ameren Companies’ businesses could
require changes to their business planning and
management of their businesses and could adversely affect
their results of operations, financial position, and liquidity.
Failure of the Ameren Companies to obtain adequate rates
or regulatory approvals in a timely manner, failure to obtain
necessary licenses or permits from regulatory authorities,
new or modified laws, regulations, standards,
interpretations, or other legal requirements, or increased
compliance costs could adversely impact the Ameren
Companies’ results of operations, financial position, and
liquidity.
The electric and natural gas rates that Ameren
Missouri and Ameren Illinois are allowed to charge are
determined through regulatory proceedings, which are
subject to intervention and appeal, and are subject to
legislative actions, which are largely outside of their
control. Any events that prevent Ameren Missouri or
Ameren Illinois from recovering their respective costs or
from earning adequate returns on their investments could
adversely affect the Ameren Companies’ results of
operations, financial position, and liquidity.
The rates that Ameren Missouri and Ameren Illinois are
allowed to charge for their utility services significantly
influence the results of operations, financial position, and
liquidity of these companies and Ameren. The electric and
natural gas utility industries are extensively regulated. The
utility rates charged to Ameren Missouri and Ameren Illinois
customers are determined, in large part, by governmental
entities, including the MoPSC, the ICC, and FERC. Decisions
by these entities are influenced by many factors, including
the cost of providing service, the prudency of expenditures,
the quality of service, regulatory staff knowledge and
experience, customer intervention, economic conditions,
public policy, and social and political views. Decisions made
by these governmental entities regarding rates are largely
outside of Ameren Missouri’s and Ameren Illinois’ control.
Ameren’s utility operations are exposed to regulatory lag to
varying degrees by jurisdiction, which, if unmitigated, has a
material adverse effect on our results of operations,
financial position, and liquidity. Rate orders are also subject
to appeal, which creates additional uncertainty as to the
rates Ameren Missouri and Ameren Illinois will ultimately be
allowed to charge for their services.
Ameren Missouri electric and natural gas utility rates
and Ameren Illinois natural gas utility rates are typically
established in regulatory proceedings that take up to 11
months to complete. Rates established in those
proceedings for Ameren Missouri are primarily based on
historical costs and revenues. Natural gas rates established
in those proceedings for Ameren Illinois may be based on
historical or estimated future costs and revenues. Thus, the
rates a utility is allowed to charge may not match its costs
at any given time. Rates include an allowed rate of return on
investments determined by the regulators. Although rate
regulation is premised on providing an opportunity to earn a
reasonable rate of return on invested capital, there can be
no assurance that the applicable regulatory commission will
determine that all the costs of Ameren Missouri and
Ameren Illinois have been prudently incurred or that the
regulatory process will result in rates that will produce full
recovery of such costs or an adequate return on those
investments.
In years when capital investments and operations
costs rise while customer usage declines, Ameren Missouri
and Ameren Illinois may not be able to earn the allowed
return established by their state commissions. This could
result in the deferral or elimination of planned capital
investments, which would reduce the rate base investments
from which the utility operations earn a rate of return.
Additionally, increasing rates for our customers could result
in additional regulatory and legislative actions, as well as
competitive and political pressures, which could adversely
affect the Ameren Companies’ results of operations,
financial position, and liquidity.
Through its participation in the performance-based
formula ratemaking process established pursuant to the
IEIMA, Ameren Illinois’ return on equity for its electric
distribution business will be directly correlated to yields
on United States treasury bonds. Additionally, Ameren
Illinois will be subject to an annual ICC prudence review,
and Ameren Illinois will be required to achieve
performance objectives, increase capital spending
levels, and meet job creation targets. Failure to meet
these requirements could adversely affect Ameren
Illinois’ results of operations, financial position, and
liquidity.
Ameren Illinois is participating in the performance-
based formula ratemaking process established pursuant to
the IEIMA for its electric distribution business. The ICC
annually reviews Ameren Illinois’ performance-based rate
filings under the IEIMA for reasonableness and prudency. If
the ICC were to conclude that Ameren Illinois’ incurred
costs were not prudently incurred, the ICC would disallow
recovery of such costs.
The return on equity component of the formula rate is
equal to the average for the calendar year of the monthly
yields of 30-year United States treasury bonds plus 580
basis points. Therefore, Ameren Illinois’ annual return on
equity under the formula ratemaking process for its electric
distribution business is directly correlated to yields on such
bonds, which are outside of Ameren Illinois’ control.
17
Ameren Illinois is also subject to performance
standards. Failure to achieve the standards would result in a
reduction in the company’s allowed return on equity
calculated under the formula. The IEIMA provides for return
on equity penalties totaling 30 basis points in 2013 through
2015, 34 basis points in 2016 through 2018, and 38 basis
points in 2019 through 2022 if the performance standards
are not met.
Between 2012 and 2021, Ameren Illinois is required to
invest $625 million in capital projects incremental to
Ameren Illinois’ average electric delivery capital projects for
calendar years 2008 through 2010 to modernize its
distribution system. Ameren Illinois is subject to monetary
penalties if 450 additional jobs are not created in Illinois
during the peak program year.
The formula ratemaking process would terminate if the
average residential rate increases by more than 2.5%
annually from June 2011 through May 2014. The average
residential rate includes generation service, which is outside
of Ameren Illinois’ control, as Ameren Illinois is required to
purchase all of its power through procurement processes
administered by the IPA. If the performance-based formula
rate process is terminated, Ameren Illinois would be
required to establish future rates through a traditional rate
proceeding with the ICC, which might not result in rates
that produce a full or timely recovery of costs or an
adequate return on investments. Unless it is extended, the
IEIMA formula ratemaking process expires in 2017.
Customers’, legislators’ and regulators’ opinions of
us are affected by our ability to provide reliable utility
service to our customers. Failure to provide such reliable
utility service could result in customers and regulators
having a negative opinion of us, which, in turn, could
adversely affect the Ameren Companies’ results of
operations, financial position, and liquidity.
Ameren’s utility subsidiaries provide utility service to
2.4 million electric customers and 0.9 million natural gas
customers. Service interruptions due to failures of
equipment or facilities as a result of severe or destructive
weather or other causes, and the ability of Ameren Missouri
and Ameren Illinois to promptly respond to such failures,
can affect customer satisfaction. In addition to system
reliability issues, the success of modernization efforts, such
as those planned for Ameren Illinois’ electric and natural
gas delivery systems, and other public actions of the
Ameren Companies can affect customer satisfaction. Rate
increases and volatility of rates can also affect customer
satisfaction.
If customers, legislators or regulators have a negative
opinion of us and our utility services, this could result in
increased regulatory oversight of the Ameren Companies
and could impact the returns on common equity we are
allowed to earn. Additionally, negative opinions of the
Ameren Companies could make it more difficult for our
utilities to achieve favorable legislative or regulatory
outcomes. Any of these consequences could adversely
affect the Ameren Companies’ results of operations,
financial position, and liquidity.
Energy conservation, energy efficiency, distributed
generation, and other factors that reduce energy demand
could adversely affect the Ameren Companies’ results of
operations, financial position, and liquidity.
Regulatory and legislative bodies have proposed or
introduced requirements and incentives to reduce energy
consumption. Conservation and energy efficiency programs
are designed to reduce energy demand. Unless there is a
regulatory solution ensuring recovery, declining usage will
result in an under-recovery of fixed costs at our rate-
regulated businesses. Ameren Missouri, even with the
implementation of energy efficiency programs under the
MEEIA, is exposed to declining usage losses from energy
efficiency efforts not related to its specific programs as well
as distributed generation sources such as solar panels.
Macroeconomic factors resulting in low economic growth
or contraction within the Ameren Companies’ service
territories could also reduce energy demand.
We are subject to various environmental laws and
regulations. Significant capital expenditures are required
to achieve and maintain compliance with their standards.
Failure to meet these standards could result in closure of
facilities, alterations to the manner in which these
facilities operate, increased operating costs, adverse
impacts to our results of operations, financial position,
and liquidity, or exposure to fines and liabilities.
We are subject to various environmental laws and
regulations enforced by federal, state, and local authorities.
From the beginning phases of siting and development to the
operation of existing or new electric generating,
transmission and distribution facilities and natural gas
storage, transmission and distribution facilities, our
activities involve compliance with diverse environmental
laws and regulations. These laws and regulations address
emissions; water discharges and usage; impacts to air,
land, and water; noise; protected natural and cultural
resources (such as wetlands, endangered species, and
other protected wildlife, and archaeological and historical
resources); and chemical and waste handling. Complex and
lengthy processes are required to obtain approvals, permits,
or licenses for new, existing, or modified facilities.
Additionally, the use and handling of various chemicals or
hazardous materials (including wastes) requires release
prevention plans and emergency response procedures.
We are also subject to liability under environmental
laws that address the remediation of environmental
contamination of property now or formerly owned by us or
by our predecessors, as well as property contaminated by
hazardous substances that we generated. Such sites include
MGP sites and third-party sites, such as landfills.
Additionally, private individuals may seek to enforce
environmental laws and regulations against us and could
allege injury from exposure to hazardous materials or seek
to compel remediation of environmental contamination or
recover damages resulting from that contamination.
The EPA is developing environmental regulations that
will have a significant impact on the electric utility industry
18
over time. These regulations could be particularly
burdensome for certain companies, including Ameren
Missouri, that operate coal-fired energy centers. These new
regulations may be litigated, so the timing of their ultimate
implementation and our required compliance is uncertain.
Ameren is also subject to risks in connection with
changing or conflicting interpretations of existing laws and
regulations. The EPA is engaged in an enforcement initiative
to determine whether coal-fired energy centers failed to
comply with the requirements of the NSR and NSPS
provisions under the Clean Air Act when the energy centers
implemented modifications. In January 2011, the
Department of Justice on behalf of the EPA filed a complaint
against Ameren Missouri in the United States District Court
for the Eastern District of Missouri. The EPA’s complaint, as
amended in October 2013, alleges that in performing
projects at its Rush Island coal-fired energy center in 2007
and 2010, Ameren Missouri violated provisions of the Clean
Air Act and Missouri law. In January 2012, the United
States District Court granted, in part, Ameren Missouri’s
motion to dismiss various aspects of the EPA’s penalty
claims. The EPA’s claims for unspecified injunctive relief
remain. Trial in this matter is currently scheduled to begin
in January 2015. An outcome in this matter adverse to
Ameren Missouri could require substantial capital
expenditures and the payment of substantial penalties,
neither of which can be determined at this time. Such
expenditures could affect unit retirement and replacement
decisions.
Ameren and Ameren Missouri have incurred and
expect to incur significant costs related to environmental
compliance and site remediation. New environmental
regulations, revised environmental regulations, enforcement
initiatives, or legislation could result in a significant increase
in capital expenditures and operating costs, decreased
revenues, increased financing requirements, penalties, or
fines, or closure of facilities for Ameren and Ameren
Missouri. Actions required to ensure that our facilities and
operations are in compliance with environmental laws and
regulations could be prohibitively expensive if the costs are
not recovered through rates. As a result, environmental
laws could also require us to close or to significantly alter
the operation of our energy centers, which could have an
adverse effect on our results of operations, financial
position, and liquidity. Costs incurred by Ameren Missouri
to ensure that its facilities are in compliance with
environmental laws and regulations would be eligible for
recovery in rates over time, subject to MoPSC approval in a
rate proceeding. We are unable to predict the ultimate
impact of these matters on our results of operations,
financial position, and liquidity.
Future limits on greenhouse gas emissions may
require Ameren Missouri to incur significant increases in
capital expenditures and operating costs, which, if
excessive and not recoverable through rate proceedings,
could result in the closures of coal-fired energy centers,
impairment of assets, or otherwise adversely affect our
results of operations, financial position, and liquidity.
State and federal authorities, including the United
States Congress, have considered initiatives to limit
greenhouse gas emissions. Potential impacts from any
such legislation or regulation could vary, depending upon
proposed CO2 emission limits, the timing of implementation
of those limits, the method of distributing any allowances,
the degree to which offsets are allowed and available, and
provisions for cost-containment measures, such as a
“safety valve” provision that provides a maximum price for
emission allowances. Emissions of greenhouse gases vary
among our energy centers, but coal-fired energy centers are
significant sources of CO2. The enactment of a law that
restricts emissions of CO2 or requires energy centers to
purchase allowances for CO2 emission could result in a
significant increase in rates for electricity, and accordingly,
in household costs. The burden could fall particularly hard
on electricity consumers and the economy in the Midwest
because of the region’s reliance on electricity generated by
coal-fired energy centers.
In June 2013, the Obama administration announced
that it had directed the EPA to set CO2 emissions standards
for both new and existing power plants. The EPA published
proposed regulations in January 2014 that would set
revised CO2 emissions standards for new electricity
generating units. The proposed standards would establish
separate emissions limits for new natural gas-fired plants
and new coal-fired plants. In addition, the Obama
administration directed the EPA to propose a CO2 emissions
standard for existing power plants by June 2014 and to
finalize such standards by June 2015.
Future federal or state legislation or regulations that
mandate limits on the emission of greenhouse gases would
likely result in significant increases in our capital
expenditures and operating costs, which, in turn, could lead
to increased liquidity needs and higher financing costs.
Moreover, if Ameren Missouri requests recovery of these
costs through rates, its regulators could deny some or all of
these costs, or prevent timely recovery of them. Excessive
costs to comply with future legislation or regulations that
are not recoverable through rate proceedings might force
Ameren Missouri to close coal-fired energy centers earlier
than planned, which would lead to impairment of assets and
reduced revenues. As a result, greenhouse gas emission
limits could have a material adverse impact on Ameren’s
and Ameren Missouri’s results of operations, financial
position, and liquidity.
19
The construction of, and capital improvements to,
the Ameren Companies’ electric and natural gas utility
infrastructure involve substantial risks. These risks
include escalating costs, unsatisfactory performance by
the projects when completed, the inability to complete
projects as scheduled, cost disallowances by regulators,
and the inability to earn an adequate return on invested
capital, any of which could result in higher costs and the
closure of facilities.
The Ameren Companies expect to incur significant
capital expenditures to comply with existing and known
environmental regulations and to make investments in their
electric and natural gas utility infrastructure. Ameren
estimates it will incur up to $8.7 billion (Ameren
Missouri – up to $3.5 billion; Ameren Illinois – up to
$3.7 billion; other – up to $1.5 billion) of capital
expenditures during the period 2014 through 2018. These
estimates include allowance for funds used during
construction.
Investments in Ameren’s rate-regulated operations are
expected to be recoverable from ratepayers, but are subject
to prudency reviews and regulatory lag.
The ability of the Ameren Companies to complete
construction projects successfully within projected
estimates is contingent upon many variables and subject to
substantial risks. These variables include, but are not
limited to, project management expertise and escalating
costs for materials, labor, and environmental compliance.
Delays in obtaining permits, shortages in materials and
qualified labor, suppliers and contractors who do not
perform as required under their contracts, changes in the
scope and timing of projects, the inability to raise capital on
reasonable terms, or other events beyond our control that
could occur may materially affect the schedule, cost, and
performance of these projects. With respect to capital
expenditures for pollution control equipment, there is a risk
that energy centers will not be permitted to continue to
operate if pollution control equipment is not installed by
prescribed deadlines or does not perform as expected.
Should any such pollution control equipment not be
installed on time or perform as expected, the Ameren
Companies could be subject to additional costs and to the
loss of their investment in the project or facility. All of these
risks may adversely affect the Ameren Companies’ results
of operations, financial position, and liquidity.
As of December 31, 2013, Ameren Missouri had
capitalized $69 million of costs incurred to license
additional nuclear generation at its Callaway energy site. If
efforts 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 was made.
We may not be able to execute our electric
transmission investment plans and realize the expected
return on those investments.
Ameren, through ATXI and Ameren Illinois, is
allocating significant additional capital resources to electric
transmission investments. This allocation of capital
resources is based on FERC’s regulatory framework and a
rate of return on common equity that is currently higher
than allowed by our state commissions. However, the FERC
regulatory framework and rate of return is subject to
change. The regulatory framework may not be as favorable,
or the rate of return may be lower, in the future. Currently,
the FERC-allowed return on common equity for MISO
transmission owners is 12.38%. In 2013, a FERC
administrative law judge issued an initial decision stating
that the current 11.14% allowed rate of return for New
England transmission owners was unjust and unreasonable.
FERC has not issued its final order in this case, and it is
under no deadline to do so. In November 2013, a complaint
case was filed with FERC seeking a reduction in the allowed
return on common equity, as well as a limit on the common
equity ratio, under the MISO tariff. 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. As in the New England transmission owners’ case,
discussed above, FERC has not issued an order in this case,
and it is under no deadline to do so.
A significant portion of our planned electric transmission
investments consists of three separate projects to be
constructed by ATXI, which have been approved by MISO as
multi-value projects. The largest of the three projects is the
Illinois Rivers project. The total investment in these three
projects is expected to be $1.4 billion. The last of these
projects is expected to be completed in 2019. A failure by
Ameren to complete all of these three projects on time and
within projected cost estimates could adversely affect our
results of operations, financial position, and liquidity.
FERC has issued multiple orders, which are subject to
ongoing litigation, eliminating the right of first refusal for
electric utilities to construct certain new transmission
projects within their service territory. If these orders are
upheld by the courts, Ameren might need to compete to
build certain future electric transmission projects in its
subsidiaries’ service territories. Such competition could
prevent Ameren from investing in future electric
transmission projects to the extent desired.
Our electric generation, transmission and
distribution facilities are subject to operational risks that
could adversely affect our results of operations, financial
position, and liquidity.
The Ameren Companies’ financial performance
depends on the successful operation of electric generation,
transmission, and distribution facilities. Operation of electric
generation, transmission, and distribution facilities involves
many risks, including:
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facility shutdowns due to operator error or a failure of
equipment or processes;
longer-than-anticipated maintenance outages;
older generating equipment that may require significant
expenditures to operate at peak efficiency;
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disruptions in the delivery of fuel or lack of adequate
inventories, including ultra-low-sulfur coal used for
Ameren Missouri’s compliance with environmental
regulations;
lack of water required for cooling plant operations;
labor disputes;
inability to comply with regulatory or permit
requirements, including those relating to environmental
laws;
disruptions in the delivery of electricity that impact our
customers;
handling and storage of fossil-fuel combustion
byproducts, such as CCR;
unusual or adverse weather conditions, including
severe storms, droughts, floods, tornadoes, solar
flares, and electromagnetic pulses;
a workplace accident that might result in injury or loss
of life, extensive property damage, or environmental
damage;
cybersecurity risk, including loss of operational control
of our energy centers and our electric transmission and
distribution systems and/or loss of data, such as utility
customer data, account information, and intellectual
property through insider or outsider actions;
catastrophic events such as fires, explosions, pandemic
health events, or other similar occurrences;
limitations on amounts of insurance available to cover
losses that might arise in connection with operating our
electric generation, transmission, and distribution
facilities; and
other unanticipated operations and maintenance
expenses and liabilities.
Ameren Missouri’s ownership and operation of a
nuclear energy center creates business, financial, and
waste disposal risks.
Ameren Missouri’s ownership of the Callaway energy
center subjects it to the risks of nuclear generation, which
include the following:
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potential harmful effects on the environment and
human health resulting from the operation of nuclear
facilities and the storage, handling, and disposal of
radioactive materials;
the lack of a permanent waste storage site;
limitations on the amounts and types of insurance
commercially available to cover losses that might arise
in connection with the Callaway energy center or other
United States nuclear operations;
uncertainties with respect to contingencies and
retrospective premium assessments relating to claims
at the Callaway energy center or any other United
States nuclear energy center;
public and governmental concerns about the adequacy
of security at nuclear energy centers;
uncertainties with respect to the technological and
financial aspects of decommissioning nuclear energy
centers at the end of their licensed lives;
limited availability of fuel supply; and
costly and extended outages for scheduled or
unscheduled maintenance and refueling.
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The NRC has broad authority under federal law to
impose licensing and safety requirements for nuclear
energy centers. In the event of noncompliance, the NRC has
the authority to impose fines or to shut down a unit, or
both, depending upon its assessment of the severity of the
situation, until compliance is achieved. Revised safety
requirements promulgated from time to time by the NRC
could necessitate substantial capital expenditures at nuclear
energy centers such as Ameren Missouri’s. In addition, if a
serious nuclear incident were to occur, it could have a
material but indeterminable adverse effect on Ameren
Missouri’s results of operations, financial condition, and
liquidity. A major incident at a nuclear energy center
anywhere in the world could cause the NRC to limit or
prohibit the operation or relicensing of any domestic
nuclear unit. An incident at a nuclear energy center
anywhere in the world also could cause the NRC to impose
additional conditions or requirements on the industry,
which could increase costs and result in additional capital
expenditures. For example, the earthquake in 2011 that
affected nuclear energy centers in Japan has resulted in
regulatory changes in the United States, and may result in
future regulatory changes that may impose additional costs
on all nuclear energy centers in the United States. Specific
to seismic risk, the NRC may require Callaway to further
evaluate the impact of an earthquake on its operations,
which could lead to the installation of additional capital
equipment to comply with revised NRC standards.
Our natural gas distribution and storage activities
involve numerous risks that may result in accidents and
other operating risks and costs that could adversely affect
our results of operations, financial position, and liquidity.
Inherent in our natural gas distribution and storage
activities are a variety of hazards and operating risks, such as
leaks, accidental explosions, mechanical problems and
cybersecurity risks, which could cause substantial financial
losses. In addition, these risks could result in serious injury,
loss of human life, significant damage to property,
environmental pollution, and impairment of our operations,
which in turn could lead to substantial losses for us. In
accordance with customary industry practice, we maintain
insurance against some, but not all, of these risks and losses.
The location of distribution lines and storage facilities near
populated areas, including residential areas, business
centers, industrial sites, and other public gathering places,
could increase the level of damages resulting from these
risks. The occurrence of any of these events not fully covered
by insurance could materially adversely affect our results of
operations, financial position, and liquidity.
We are subject to federal regulatory compliance and
proceedings, which increase our risk of regulatory
penalties and other sanctions.
The Energy Policy Act of 2005 increased FERC’s civil
penalty authority for violation of FERC statutes, rules, and
orders, including with respect to mandatory NERC reliability
standards. FERC can impose penalties of $1 million per
violation per day. Under the Energy Policy Act of 2005, the
Ameren Companies, as owners and operators of bulk power
21
transmission systems and/or electric energy centers, are
subject to mandatory NERC reliability standards, including
cybersecurity standards. Compliance with these mandatory
reliability standards may subject the Ameren Companies to
higher operating costs and may result in increased capital
expenditures. If the Ameren Companies were found not to
be in compliance with these mandatory reliability standards
or FERC statutes, rules and orders, the Ameren Companies
could incur substantial monetary penalties and other
sanctions, which could adversely affect our results of
operations, financial position, and liquidity. FERC also
conducts audits and reviews of Ameren Missouri’s, Ameren
Illinois’, and ATXI’s accounting records to assess the
accuracy of its formula rate-making process and has the
ability to require retroactive refunds to customers for
previously billed amounts, with interest.
Even though agreements were reached with the state
of Missouri and FERC, the breach of the upper reservoir
of Ameren Missouri’s Taum Sauk pumped-storage
hydroelectric energy center could continue to have a
material adverse effect on Ameren’s and Ameren
Missouri’s results of operations, liquidity, and financial
condition.
In December 2005, there was a breach of the upper
reservoir at Ameren Missouri’s Taum Sauk pumped-storage
hydroelectric energy center. This resulted in significant
flooding in the local area, which damaged a state park.
Ameren Missouri settled with the state of Missouri and
FERC all issues associated with the December 2005 Taum
Sauk incident.
Ameren Missouri had liability insurance coverage for
the Taum Sauk incident, subject to certain limits and
deductibles. Ameren Missouri filed separate lawsuits
against two different liability insurance providers claiming
that the insurance companies breached their duty to
indemnify Ameren Missouri for the losses experienced from
the incident. Ameren’s and Ameren Missouri’s results of
operations, financial position, and liquidity could be
adversely affected if Ameren Missouri’s remaining liability
insurance claims of $68 million as of December 31, 2013,
are not paid by insurers.
Our businesses are dependent on our ability to
access the capital markets successfully. We may not
have access to sufficient capital in the amounts and at
the times needed.
We rely on short-term and long-term debt as
significant sources of liquidity and funding for capital
requirements not satisfied by our operating cash flow as
well as to refinance long-term debt. The inability to raise
debt or equity capital on reasonable terms, or at all, could
negatively affect our ability to maintain and to expand our
businesses. Events beyond our control, such as a recession
or extreme volatility in the debt, equity, or credit markets,
may create uncertainty that could increase our cost of
capital or impair or eliminate our ability to access the debt,
equity, or credit markets, including our ability to draw on
bank credit facilities. Any adverse change in the Ameren
Companies’ credit ratings may reduce access to capital and
trigger additional collateral postings and prepayments. Such
changes may also increase the cost of borrowing and fuel,
power and natural gas supply, among other things, which
could have a material adverse effect on our results of
operations, financial position, and liquidity. Certain of the
Ameren’s subsidiaries, such as ATXI, rely on Ameren for
access to capital. Circumstances that limit Ameren’s access
to capital could impair its ability to provide those
subsidiaries with needed capital.
Ameren’s holding company structure could limit its
ability to pay common stock dividends and to service its
debt obligations.
Ameren is a holding company; therefore, its primary
assets are the common stock of its subsidiaries. As a result,
Ameren’s ability to pay dividends on its common stock
depends on the earnings of its subsidiaries and the ability of
its subsidiaries to pay dividends or otherwise transfer funds
to Ameren. Similarly, Ameren’s ability to service its debt
obligations is also dependent upon the earnings of
operating subsidiaries and the distribution of those earnings
and other payments, including payments of principal and
interest under intercompany indebtedness. The payment of
dividends to Ameren by its subsidiaries in turn depends on
their results of operations and cash flows and other items
affecting retained earnings. Ameren’s subsidiaries are
separate and distinct legal entities and have no obligation,
contingent or otherwise, to pay any dividends or make any
other distributions (except for payments required pursuant
to the terms of intercompany borrowing arrangements and
cash payments and receipts under the tax allocation
agreement) to Ameren. Certain of the Ameren Companies’
financing agreements and articles of incorporation, in
addition to certain statutory and regulatory requirements,
may impose restrictions on the ability of such Ameren
Companies to transfer funds to Ameren in the form of cash
dividends, loans, or advances.
Dynegy’s or its subsidiaries’ failure to satisfy certain
of their indemnity and other obligations to Ameren in
connection with the divestiture of New AER to IPH could
have a material adverse impact on Ameren’s results of
operations, financial position or liquidity.
On December 2, 2013, Ameren completed the
divestiture of New AER to IPH. The transaction agreement
between Ameren and IPH requires Ameren, for up to 24
months after the closing of the divestiture of New AER, to
maintain its financial obligations in existence as of the date
of the closing under all credit support arrangements or
obligations with respect to New AER and its subsidiaries.
Ameren must also provide any additional credit support that
may be contractually required pursuant to any of the
contracts of New AER, and its subsidiaries as of the closing.
IPH, New AER and its subsidiaries and Dynegy have agreed
to indemnify Ameren for certain losses relating to this credit
support. IPH’s indemnification obligations are secured by
certain AERG and Genco assets. However, these
indemnification obligations and security interests might not
cover all losses incurred by Ameren in connection with this
22
credit support. In addition, Dynegy emerged from its
Chapter 11 bankruptcy case on October 1, 2012, and, as of
December 31, 2013, Dynegy’s credit ratings were sub-
investment grade. IPH, New AER and its subsidiaries also
do not have investment grade credit ratings. Dynegy, IPH,
New AER, or their subsidiaries might not be able to pay
their indemnity and other obligations under the transaction
agreement, Marketing Company’s note to Ameren, or
Dynegy’s limited guarantee to Ameren, which could have a
material adverse impact on Ameren’s results of operations,
financial position, and liquidity. As of December 31, 2013,
the balance of the Marketing Company note to Ameren was
$18 million. As of December 31, 2013, Ameren provided
$190 million in guarantees and letters of credit totaling $11
million relating to its credit support of New AER.
Government challenges to the tax positions taken by
the Ameren Companies, as well as tax law changes and
the inherent difficulty in quantifying potential tax effects
of business decisions could adversely affect the Ameren
Companies’ results of operations and cash flows.
The Ameren Companies are required to make
judgments in order to estimate their obligations to taxing
authorities. These obligations can include income tax and
taxes other than income tax, many of which involve
complex matters that ultimately could be determined by the
courts. These judgments include reserves for potential
adverse outcomes for tax positions that may be challenged
by tax authorities. The Ameren Companies also estimate
their ability to use tax benefits, including those in the form
of carryforwards and tax credits that are recorded as
deferred tax assets on their balance sheets. A disallowance
of these tax benefits could have a material adverse impact
on our results of operation, financial position, and liquidity.
The Ameren Companies’ operations are subject to
acts of sabotage, war, terrorism, cyber attacks, and other
intentionally disruptive acts.
Like other electric and natural gas utilities, our energy
centers, fuel storage facilities, transmission and distribution
facilities, and information systems may be targets of
terrorist activities, including cyber attacks, which could
disrupt our ability to produce or distribute some portion of
our energy products. Any such disruption could result in a
significant decrease in revenues or significant additional
costs for repair, which could adversely affect our results of
operations, financial position, and liquidity.
A security breach of the Ameren Companies’ physical
assets or information systems could affect the reliability of
the transmission and distribution system, disrupt electric
generation, and/or subject the Ameren Companies to
financial harm associated with theft or inappropriate release
of certain types of information, including sensitive customer
and employee data. If a significant breach occurred, the
reputation of the Ameren Companies could be adversely
affected, customer confidence could be diminished, and/or
the Ameren Companies could be subject to legal claims, any
of which could result in a significant decrease in revenues
or significant additional costs for rectifying the impacts of
such a breach. The Ameren Companies’ use of smart
meters throughout their service territories may increase the
risk of damage from an intentional disruption of the system
by third parties. In addition, new or updated security
regulations could require changes in current measures
taken by the Ameren Companies and could adversely affect
their results of operations, cash flows, and financial
position.
Increasing costs associated with our defined benefit
retirement and postretirement plans, health care plans,
and other employee benefits could adversely affect our
financial position and liquidity.
We offer defined benefit retirement and postretirement
plans that cover substantially all of our employees.
Assumptions related to future costs, returns on
investments, interest rates, and other actuarial matters have
a significant impact on our customers’ rates and our plan
funding requirements. Ameren expects to fund its pension
plans at a level equal to the greater of the pension expense
or the legally required minimum contribution. Considering
Ameren’s assumptions at December 31, 2013, its
investment performance in 2013, and its pension funding
policy, Ameren expects to make annual contributions of
$20 million to $100 million in each of the next five years,
with aggregate estimated contributions of $270 million. We
expect Ameren Missouri’s and Ameren Illinois’ portion of
the future funding requirements to be 52% and 47%,
respectively. These amounts are estimates. They may
change with actual investment performance, changes in
interest rates, changes in our assumptions, changes in
government regulations, and any voluntary contributions.
In addition to the costs of our retirement plans, the
costs of providing health care benefits to our employees
and retirees have increased in recent years. We believe that
our employee benefit costs, including costs of health care
plans for our employees and former employees, will
continue to rise. The increasing costs and funding
requirements associated with our defined benefit retirement
plans, health care plans, and other employee benefits could
increase our financing needs and otherwise materially
adversely affect our financial position and liquidity.
Failure to retain and attract key officers and other
skilled professional and technical employees could
adversely affect our operations.
Our businesses depend upon our ability to employ and
retain key officers and other skilled professional and
technical employees. A significant portion of our workforce
is nearing retirement, including many employees with
specialized skills such as maintaining and servicing our
electric and natural gas infrastructure and operating our
energy centers.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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ITEM 2.
PROPERTIES
For information on our principal properties, see the energy center table below. See also Liquidity and Capital Resources
and Regulatory Matters in Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part
II, Item 7, of this report for a discussion of planned additions, replacements or transfers. See also Note 5 – Long-term Debt
and Equity Financings, and Note 15 – Commitments and Contingencies under Part II, Item 8, of this report.
The following table shows what the capability of our Ameren Missouri energy centers is anticipated to be at the time of
our expected 2014 peak summer electrical demand:
Primary Fuel Source
Energy Center
Location
Net Kilowatt Capability(a)
Coal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total coal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nuclear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hydroelectric . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total hydroelectric . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Labadie
Rush Island
Sioux
Meramec
Callaway
Osage
Keokuk
Franklin County, Missouri
Jefferson County, Missouri
St. Charles County, Missouri
St. Louis County, Missouri
Callaway County, Missouri
Lakeside, Missouri
Keokuk, Iowa
Pumped-storage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taum Sauk
Reynolds County, Missouri
Oil (CTs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total oil
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas (CTs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Meramec
Fairgrounds
Mexico
Moberly
Moreau
Howard Bend
Audrain(b)
Venice(c)
Goose Creek
Pinckneyville
Raccoon Creek
Kinmundy(c)
Peno Creek(b)(c)
Meramec(c)
Kirksville
St. Louis County, Missouri
Jefferson City, Missouri
Mexico, Missouri
Moberly, Missouri
Jefferson City, Missouri
St. Louis County, Missouri
Audrain County, Missouri
Venice, Illinois
Piatt County, Illinois
Pinckneyville, Illinois
Clay County, Illinois
Kinmundy, Illinois
Bowling Green, Missouri
St. Louis County, Missouri
Kirksville, Missouri
Total natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Methane gas (CTs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maryland Heights
Maryland Heights, Missouri
Total Ameren and Ameren Missouri . . . . . . . . . . . . . . .
2,374,000
1,182,000
972,000
831,000
5,359,000
1,193,000
240,000
140,000
380,000
440,000
54,000
54,000
53,000
53,000
53,000
39,000
306,000
600,000
487,000
432,000
316,000
300,000
206,000
188,000
44,000
13,000
2,586,000
8,000
10,272,000
(a) Net kilowatt capability is the generating capacity available for dispatch from the energy center into the electric transmission grid.
(b) There are economic development lease arrangements applicable to these CTs.
(c) These CTs have the capability to operate on either oil or natural gas (dual fuel).
The following table presents electric and natural gas
utility-related properties for Ameren Missouri and Ameren
Illinois as of December 31, 2013:
Circuit miles of electric transmission lines(a) . . .
Circuit miles of electric distribution lines . . . . . .
Circuit miles of electric distribution lines
Ameren
Missouri
Ameren
Illinois
2,956
33,076
4,548
46,011
underground . . . . . . . . . . . . . . . . . . . . . . . . .
23%
15%
Our other properties include office buildings,
warehouses, garages, and repair shops.
With only a few exceptions, we have fee title to all
principal energy centers and other units of property material
to the operation of our businesses, and to the real property
on which such facilities are located (subject to mortgage
liens securing our outstanding first mortgage bonds and to
certain permitted liens and judgment liens). The exceptions
are as follows:
Miles of natural gas transmission and
distribution mains . . . . . . . . . . . . . . . . . . . . .
Underground gas storage fields . . . . . . . . . . . . .
Total working capacity of underground gas
3,297
-
18,190
12
‰
storage fields in billion cubic feet
. . . . . . . . .
-
24
(a) ATXI owns 29 miles of transmission lines not reflected in this table.
A portion of Ameren Missouri’s Osage energy center
reservoir, certain facilities at Ameren Missouri’s Sioux
energy center, most of Ameren Missouri’s Peno Creek
and Audrain CT energy centers, certain substations,
and most transmission and distribution lines and
natural gas mains are situated on lands occupied under
24
leases, easements, franchises, licenses, or permits. The
United States or the state of Missouri may own or may
have paramount rights to certain lands lying in the bed
of the Osage River or located between the inner and
outer harbor lines of the Mississippi River on which
certain of Ameren Missouri’s energy centers and other
properties are located.
The United States, the state of Illinois, the state of Iowa,
or the city of Keokuk, Iowa, may own or may have
paramount rights with respect to certain lands lying in
the bed of the Mississippi River on which a portion of
Ameren Missouri’s Keokuk energy center is located.
‰
Substantially all of the properties and plant of Ameren
Missouri and Ameren Illinois are subject to the first liens of
the indentures securing their mortgage bonds.
Ameren Missouri has conveyed most of its Peno Creek
CT energy center to the city of Bowling Green, Missouri,
and leased the energy center back from the city through
2022. Under the terms of this capital lease, Ameren
Missouri is responsible for all operation and maintenance
for the energy center. Ownership of the energy center will
transfer to Ameren Missouri at the expiration of the lease, at
which time the property and plant will become subject to
the lien of any outstanding Ameren Missouri first mortgage
bond indenture.
Ameren Missouri operates a CT energy center located
in Audrain County, Missouri. Ameren Missouri has rights
and obligations as lessee of the CT energy center under a
long-term lease with Audrain County. The lease will expire
on December 1, 2023. Under the terms of this capital lease,
Ameren Missouri is responsible for all operation and
maintenance for the energy center. Ownership of the energy
center will transfer to Ameren Missouri at the expiration of
the lease, at which time the property and plant will become
subject to the lien of any outstanding Ameren Missouri first
mortgage bond indenture.
ITEM 3.
LEGAL PROCEEDINGS
We are involved in legal and administrative
proceedings before various courts and agencies with
respect to matters that arise in the ordinary course of
business, some of which involve substantial amounts of
money. We believe that the final disposition of these
proceedings, except as otherwise disclosed in this report,
will not have a material adverse effect on our results of
operations, financial position, or liquidity. Risk of loss is
mitigated, in some cases, by insurance or contractual or
statutory indemnification. We believe that we have
established appropriate reserves for potential losses.
Material legal and administrative proceedings, which are
discussed in Note 2 – Rate and Regulatory Matters and
Note 15 – Commitment and Contingencies under Part II,
Item 8, of this report and are incorporated herein by
reference, include the following:
‰
‰
‰
‰
‰
‰
‰
‰
‰
‰
Ameren Illinois’ appeal of the ICC’s December 2013
electric rate order;
FERC litigation to determine wholesale distribution
revenues for five of Ameren Illinois’ wholesale
customers;
Complaint cases filed by Noranda and 37 residential
customers with the MoPSC in February 2014
requesting a reduction to Ameren Missouri’s electric
rates, including a reduction to its allowed return on
equity, and certain rate design changes;
Entergy’s rehearing request of a FERC May 2012 order
requiring Entergy to refund to Ameren Missouri
additional charges Ameren Missouri paid under an
expired power purchase agreement;
Ameren Illinois’ request for rehearing of FERC’s July
2012 and June 2013 orders regarding the inclusion of
acquisition premiums in Ameren Illinois’ electric
transmission rates;
the EPA’s Clean Air Act-related litigation filed against
Ameren Missouri;
remediation matters associated with former MGP and
waste disposal sites of the Ameren Companies;
litigation associated with the breach of the upper
reservoir at Ameren Missouri’s Taum Sauk pumped-
storage hydroelectric energy center;
Ameren Illinois’ receipt of tax liability notices relating to
prior-period electric and natural gas municipal taxes;
and
asbestos-related litigation associated with Ameren,
Ameren Missouri, and Ameren Illinois.
25
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANTS (ITEM 401(b) OF REGULATION S-K):
The executive officers of the Ameren Companies, including major subsidiaries, are listed below, along with their ages as
of December 31, 2013, all positions and offices held with the Ameren Companies as of February 14, 2014, tenure as officer,
and business background for at least the last five years. Some executive officers hold multiple positions within the Ameren
Companies; their titles are given in the description of their business experience. References to “Ameren Illinois companies”
below refers to CIPS, CILCO and IP collectively prior to the Ameren Illinois Merger and to Ameren Illinois following the Ameren
Illinois Merger.
AMEREN CORPORATION:
Age Positions and Offices Held
66
Name
Thomas R. Voss
Voss joined Ameren Missouri in 1969. In 2007, Voss was elected chairman, president and chief executive officer of Ameren
Missouri. In 2009, Voss was elected president and chief executive officer of Ameren; at that time, he relinquished his other
positions. In 2010, the Ameren board of directors elected Voss to the additional position of chairman of the board. He has
been a member of the Ameren board since 2009. Voss relinquished his position as president of Ameren, effective February 14,
2014, and will relinquish his position as chief executive officer of Ameren, effective April 24, 2014, and will retire as chairman
and member of the Ameren board, effective July 1, 2014.
Chairman and Chief Executive Officer, and Director
52
Warner L. Baxter
Baxter joined Ameren Missouri in 1995. Baxter was elected to the positions of executive vice president and chief financial
officer of Ameren, Ameren Missouri, CIPS, CILCO and Ameren Services in 2003 and of IP in 2004. He was elected chairman,
president, chief executive officer and chief financial officer of Ameren Services in 2007. In 2009, Baxter was elected chairman,
president and chief executive officer of Ameren Missouri; at that time, he relinquished his other positions. Baxter became
president of Ameren and a member of the Ameren board, effective February 14, 2014, and will succeed Voss as chief executive
officer of Ameren, effective April 24, 2014. The Ameren board expects that Baxter will succeed Voss as chairman of the board.
President and Director
Martin J. Lyons, Jr.
Lyons joined Ameren in 2001. In 2008, Lyons was elected senior vice president and principal accounting officer of the Ameren
Companies. In 2009, Lyons was also elected chief financial officer of the Ameren Companies. In 2013, Lyons was elected
executive vice president and chief financial officer of the Ameren Companies, and relinquished his duties as principal
accounting officer.
Executive Vice President and Chief Financial Officer
47
Gregory L. Nelson
Nelson joined Ameren Missouri in 1995. Nelson was elected vice president and tax counsel of Ameren Services in 1999 and
vice president of Ameren Missouri, CIPS, and CILCO in 2003 and of IP in 2004. In 2010, Nelson was elected vice president, tax
and deputy general counsel of Ameren Services. He remained vice president of Ameren Missouri and the Ameren Illinois
companies. In 2011, Nelson was elected to the positions of senior vice president, general counsel and secretary of the Ameren
Companies.
Senior Vice President, General Counsel and Secretary
56
Bruce A. Steinke
Steinke joined Ameren Services in 2002. In 2008, he was elected vice president and controller of Ameren, the Ameren Illinois
companies and Ameren Services. In 2009, Steinke relinquished his positions at the Ameren Illinois companies. In 2013,
Steinke was elected senior vice president, finance and chief accounting officer of the Ameren Companies.
Senior Vice President, Finance and Chief Accounting Officer
52
SUBSIDIARIES:
Name
Maureen A. Borkowski
Borkowski joined Ameren Missouri in 1981. She left the company in 2000 before rejoining Ameren in 2005 as vice president,
transmission, of Ameren Services. In 2011, Borkowski was elected chairman, president and chief executive officer of ATXI. In
2011, she was also elected senior vice president, transmission, of Ameren Services.
Age Positions and Offices Held
56
Chairman, President and Chief Executive Officer (ATXI)
Daniel F. Cole
Cole joined Ameren Missouri in 1976. He was elected senior vice president of Ameren Missouri and Ameren Services in 1999
and of CIPS in 2001. He was elected senior vice president of CILCO in 2003 and of IP in 2004. In 2009, Cole was elected
chairman, president and chief executive officer of Ameren Services and remained senior vice president of Ameren Missouri
and the Ameren Illinois companies.
Chairman, President and Chief Executive Officer (Ameren Services)
60
26
Name
Fadi M. Diya
Diya joined Ameren Missouri in 2005. In 2008, Diya was elected vice president of nuclear operations at Ameren Missouri.
Effective January 16, 2014, Diya was elected senior vice president and chief nuclear officer of Ameren Missouri.
Age Positions and Offices Held
51
Senior Vice President and Chief Nuclear Officer (Ameren Missouri)
Richard J. Mark
Mark joined Ameren Services in 2002. He was elected senior vice president, customer operations of Ameren Missouri in 2005.
In 2012, Mark relinquished his position at Ameren Missouri and was elected chairman, president and chief executive officer of
Ameren Illinois.
Chairman, President and Chief Executive Officer (Ameren Illinois)
58
Michael L. Moehn
Moehn joined Ameren Services in 2000. In 2008, he was elected senior vice president, corporate planning and business risk
management of Ameren Services. In 2012, Moehn relinquished his position at Ameren Services and was elected senior vice
president of customer operations of Ameren Illinois. Subsequently in 2012, Moehn relinquished his position at Ameren Illinois
and was elected senior vice president, customer operations of Ameren Missouri.
Senior Vice President, Customer Operations (Ameren Missouri)
44
Charles D. Naslund
Naslund joined Ameren Missouri in 1974. In 2008, he was elected chairman, president and chief executive officer of AER. In
2011, Naslund assumed the position of senior vice president, generation and environmental projects of Ameren Missouri and
relinquished his positions of chairman, president and chief executive officer of AER. In 2013, Naslund relinquished his position
at Ameren Missouri and was elected senior vice president of Ameren Services. Subsequently in 2013, Naslund was elected
executive vice president of Ameren Services and Ameren Missouri.
Executive Vice President (Ameren Missouri)
61
Officers are generally elected or appointed annually by the respective board of directors of each company, following the
election of board members at the annual meetings of shareholders. No special arrangement or understanding exists between
any of the above-named executive officers and the Ameren Companies nor, to our knowledge, with any other person or
persons pursuant to which any executive officer was selected as an officer. There are no family relationships among the
executive officers or between the executive officers and any directors of the Ameren Companies. All of the above-named
executive officers have been employed by an Ameren company for more than five years in executive or management positions.
27
PART II
ITEM 5. MARKET FOR REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER
PURCHASE OF EQUITY SECURITIES
Ameren’s common stock is listed on the NYSE (ticker symbol: AEE). Ameren common shareholders of record totaled
57,623 on January 31, 2014. The following table presents the price ranges, closing prices, and dividends declared per Ameren
common share for each quarter during 2013 and 2012.
High
Low
Close
Dividends Declared
2013 Quarter Ended:
March 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 Quarter Ended:
March 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
35.12
36.74
36.70
37.31
33.68
34.04
35.30
33.21
$
$
30.64
32.34
32.61
34.18
30.89
31.15
32.27
28.43
$
$
35.02
34.44
34.84
36.16
32.58
33.54
32.67
30.72
$
$
0.400
0.400
0.400
0.400
0.400
0.400
0.400
0.400
There is no trading market for the common stock of Ameren Missouri and Ameren Illinois. Ameren holds all outstanding
common stock of Ameren Missouri and Ameren Illinois.
The following table sets forth the quarterly common stock dividend payments made by Ameren and its registrant
subsidiaries during 2013 and 2012:
(In millions)
Registrant
2013
Quarter Ended
2012
Quarter Ended
December 31
September 30
June 30 March 31
December 31
September 30
June 30 March 31
Ameren Missouri . . . . . . . . . .
Ameren Illinois . . . . . . . . . . .
Ameren . . . . . . . . . . . . . . . . .
$
140
65
97
$
140
15
97
$
90
15
97
$
90
15
97
$
100
57
98
$
100
57
97
$
100
38
97
$
100
37
90
On February 14, 2014, the board of directors of Ameren declared a quarterly dividend on Ameren’s common stock of 40
cents per share. The common share dividend is payable March 31, 2014, to shareholders of record on March 12, 2014.
For a discussion of restrictions on the Ameren Companies’ payment of dividends, see Liquidity and Capital Resources in
Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part II, Item 7, of this report.
Purchases of Equity Securities
Ameren, Ameren Missouri, and Ameren Illinois did not purchase equity securities reportable under Item 703 of
Regulation S-K during the period from October 1, 2013, to December 31, 2013.
28
Performance Graph
The following graph shows Ameren’s cumulative total shareholder return during the five years ended December 31, 2013.
The graph also shows the cumulative total returns of the S&P 500 Index and the Edison Electric Institute Index (EEI Index),
which comprises most investor-owned electric utilities in the United States. The comparison assumes that $100 was invested
on December 31, 2008, in Ameren common stock and in each of the indices shown, and it assumes that all of the dividends
were reinvested.
$250
$200
$150
$100
$50
2008
2009
2010
2011
2012
2013
Ameren
S&P 500 Index
EEI Index
December 31,
2008
2009
2010
2011
2012
2013
Ameren . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EEI Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
100.00
100.00
100.00
$
89.29
126.46
110.71
$
95.41
145.50
118.50
$
118.07
148.58
142.19
$
115.09
172.35
145.16
$
141.91
228.17
164.05
Ameren management cautions that the stock price performance shown in the graph above should not be considered
indicative of potential future stock price performance.
29
ITEM 6. SELECTED FINANCIAL DATA
For the years ended December 31,
(In millions, except per share amounts)
Ameren(a):
2013
2012
2011
2010
2009
Operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from discontinued operations, net of taxes(c)
. . . . . . . . . . .
Net income (loss) attributable to Ameren Corporation . . . . . . . . . . . . . . . .
Common stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Continuing operations earnings per share – basic . . . . . . . . . . . . . . . . . . .
Continuing operations earnings per share – diluted . . . . . . . . . . . . . . . . .
Common stock dividends per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31:
Total assets(d)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, excluding current maturities . . . . . . . . . . . . . . . . . . . . . .
Total Ameren Corporation stockholders’ equity . . . . . . . . . . . . . . . . . . . . .
Ameren Missouri:
Operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income available to common stockholder . . . . . . . . . . . . . . . . . . . . . .
Dividends to parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31:
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, excluding current maturities . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois:
Operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income available to common stockholder . . . . . . . . . . . . . . . . . . . . . .
Dividends to parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31:
Total assets(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, excluding current maturities . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
$
$
$
$
$
$
$
$
5,838
1,184
518
(223)
289
388
2.11
2.10
1.60
21,042
5,504
6,544
3,541
803
395
460
12,904
3,648
3,993
2,311
415
160
110
7,454
1,856
2,448
$
$
$
$
$
$
5,781
1,188
522
(1,496)
(974)
382
2.13
2.13
1.60
22,230
5,802
6,616
3,272
845
416
400
13,043
3,801
4,054
2,525
377
141
189
7,282
1,577
2,401
6,148
1,033
437
89
519
375
1.79
1.79
1.555
23,723
5,853
7,919
3,383
609
287
403
12,757
3,772
4,037
2,787
458
193
327
7,213
1,657
2,452
$
$
$
$
$
$
6,188
1,175
523
(372)
139
368
2.15
2.15
1.54
23,511
6,029
7,730
3,197
711
364
235
12,504
3,949
4,153
3,014
498
248
133
7,406
1,657
2,576
$
$
$
$
$
$
5,811
890
369
255
612
338
1.63
1.63
1.54
23,701
6,287
7,856
2,874
566
259
175
12,219
4,018
4,057
2,984
363
241
98
8,298
1,847
3,072
Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.
Includes “Taum Sauk regulatory disallowance” of $89 million recorded at Ameren and Ameren Missouri for the year ended December 31, 2011.
(a)
(b)
(c) See Note 16 – Divestiture Transactions and Discontinued Operations under Part II, Item 8, of this report for additional information.
(d)
Includes total assets from discontinued operations of $165 million, $1,611 million, $3,721 million, $3,825 million, and $4,593 million at
December 31, 2013, 2012, 2011, 2010, and 2009, respectively.
Includes total assets from discontinued operations (AERG) of $1,117 million at December 31, 2009.
(e)
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 other expenses by
Ameren depend on distributions made to it by its
subsidiaries.
Below is a summary description of Ameren Missouri
and Ameren Illinois. A more detailed description can be
found in Note 1 – Summary of Significant Accounting
Policies under Part II, Item 8, of this report.
‰
and a rate-regulated natural gas transmission and
distribution business in Missouri.
Ameren Illinois operates a rate-regulated electric and
natural gas transmission and distribution business in
Illinois.
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 Illinois Rivers project is a
MISO-approved project to build a 345-kilovolt line from
western Indiana across the state of Illinois to eastern
Missouri at an estimated cost of $1.1 billion.
‰
Ameren Missouri operates a rate-regulated electric
generation, transmission, and distribution business,
On March 14, 2013, Ameren entered into a transaction
agreement to divest New AER to IPH. On December 2,
30
2013, Ameren completed the divestiture of New AER to IPH.
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 16 – Divestiture
Transactions and Discontinued Operations under Part II,
Item 8, of this report for additional information. These
divestitures position Ameren to focus exclusively on its
rate-regulated electric, natural gas, and transmission
operations.
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 gas-fired energy centers qualified for
discontinued operations presentation beginning March 14,
2013. In addition, as of December 2, 2013, Ameren
abandoned the Meredosia and Hutsonville energy centers
upon the completion of the divestiture of New AER to IPH.
Ameren is prohibited from operating these energy centers
through December 31, 2020, as a provision of the Illinois
Pollution Control Board’s November 2013 order granting
IPH a variance of the MPS. As a result, Ameren determined
that the Meredosia and Hutsonville energy centers qualified
for discontinued operations presentation as of December 2,
2013. The Meredosia and Hutsonville energy centers ceased
operations at December 31, 2011, and therefore 2011 was
the last year those energy centers had a material effect on
Ameren’s consolidated financial statements. As a result of
these events, Ameren has segregated New AER’s and the
Elgin, Gibson City, Grand Tower, Meredosia, and
Hutsonville energy centers’ operating results, assets, and
liabilities and presented them separately as discontinued
operations for all periods presented in this report. Unless
otherwise stated, the following sections of Management’s
Discussion and Analysis of Financial Condition and Results
of Operations exclude discontinued operations for all
periods presented. See Note 16 – Divestiture Transactions
and Discontinued Operations under Part II, Item 8, of this
report for additional information regarding that
presentation.
The financial statements of Ameren are prepared on a
consolidated basis and therefore include the accounts of its
majority-owned subsidiaries. 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.
In addition to presenting results of operations and
earnings amounts in total, we present certain information in
cents per share. These amounts reflect factors that directly
affect Ameren’s earnings. We believe that this per share
information helps readers to understand the impact of these
factors on Ameren’s earnings per share. All references in
this report to earnings per share are based on average
diluted common shares outstanding.
OVERVIEW
With its exit from the merchant generation business
complete, Ameren is focused exclusively on its rate-
regulated utilities. Ameren plans to invest in and operate its
utilities in a manner consistent with existing regulatory
frameworks, optimizing operating and capital spending
within these frameworks, including managing costs in a
disciplined manner. As a result, Ameren intends to allocate
significant and increasing amounts of discretionary capital
to FERC-regulated electric transmission service and Illinois
electric delivery service projects because these services
operate under formulaic and constructive regulatory
frameworks.
Ameren Missouri expects to file an electric service rate
case in July 2014. The rate case is expected to include the
costs associated with the completion of two significant
capital projects, which projects are the replacement of the
nuclear reactor head at Ameren Missouri’s Callaway energy
center and upgrades to precipitators at Ameren Missouri’s
coal-fired Labadie energy center. Both of these projects are
scheduled for completion during the fourth quarter of 2014.
The timing of the rate case filing is designed to minimize, to
the extent possible under the existing regulatory framework,
the regulatory lag on these two important capital
investments.
Ameren Missouri continues to seek a regulatory
framework with reduced regulatory lag, which provides
timely cash flows and a reasonable opportunity to earn fair
returns on investments that are in the best long-term
interest of its customers. An enhanced regulatory
framework would increase Ameren Missouri’s ability to
reinvest discretionary capital in aging energy infrastructure.
Ameren Illinois continues to participate in the IEIMA’s
performance-based formula ratemaking framework for
electric delivery service. Under this framework, the ICC
issued an order in December 2013 which approved a net
$45 million reduction in Ameren Illinois’ electric delivery
service rates used for 2014 customer billings, compared
with 2013. The reduction was primarily caused by a
$68 million refund due to customers in 2014 as a result of
the 2012 revenue requirement reconciliation, partially offset
by a $23 million increase in recoverable costs. These rates
will affect Ameren Illinois’ cash flows during 2014, but not
its operating revenues, which will instead be determined by
the IEIMA’s 2014 revenue requirement reconciliation. In
2013, Illinois enacted into law certain amendments to the
IEIMA that modified its implementation, which were
consistent with Ameren Illinois’ view of the IEIMA’s
performance-based formula rate framework.
In December 2013, the ICC issued a rate order that
approved an increase in revenues for natural gas delivery
service of $32 million, based on a 2014 future test year,
with rates that became effective January 1, 2014. Also in
2013, Illinois enacted legislation that encourages Illinois
natural gas utilities to accelerate modernization of the
state’s natural gas infrastructure and provides for additional
31
ICC oversight of natural gas utility performance. The law
provides for a rate rider mechanism to recover costs of
certain natural gas infrastructure investments made
between rate cases. Ameren Illinois expects to begin
including investments under this regulatory framework in
2015.
Over the next five years, Ameren plans to invest
$2.25 billion in FERC-regulated electric transmission
projects (ATXI – $1.4 billion; Ameren Illinois –
$850 million). In 2013, ATXI obtained a certificate of public
convenience and necessity from the ICC approving portions
of its Illinois Rivers transmission project. In February 2014,
the ICC issued a final order on rehearing approving the
remaining substations and routes of the project. The Illinois
Rivers project has an estimated total project cost of
$1.1 billion. A full range of construction activities for the
Illinois Rivers project is scheduled in 2014. The Ameren
Illinois transmission investments are local reliability
projects.
Earnings
Ameren reported net income of $289 million, or $1.18
per diluted share, for 2013, compared with net loss of
$974 million, or a loss of $4.01 per diluted share, in 2012.
Net income attributable to Ameren Corporation from
continuing operations was $512 million, or $2.10 per
diluted share, for 2013, and $516 million, or $2.13 per
diluted share, for 2012. Ameren’s earnings from continuing
operations decreased in 2013, compared with 2012, in part,
because of reduced earnings at Ameren Missouri due to the
costs of the Callaway energy center’s 2013 scheduled
refueling and maintenance outage, compared with 2012
when there was no refueling outage, a reduction in
revenues resulting from a MoPSC order related to the FAC,
and the absence in 2013 of a 2012 benefit from a FERC-
ordered refund from Entergy. Additionally, earnings from
continuing operations were unfavorably affected by
decreased electric demand resulting from 2013 summer
temperatures that were cooler than warmer-than-normal
2012 temperatures partially offset by increased electric and
natural gas demand resulting from winter temperatures in
2013 that were colder than winter temperatures in 2012.
Earnings from continuing operations were also unfavorably
affected by the ICC’s December 2013 order that resulted in
a charge to earnings for the ICC’s disallowance of a portion
of debt premium costs. Net income from continuing
operations at Ameren was favorably affected in 2013,
compared with 2012, by rate increases for Ameren Missouri
electric and Ameren Illinois transmission services, both
effective in January 2013, as well as higher Ameren Illinois
electric delivery service earnings. The latter reflected the
absence, in 2013, of a 2012 required IEIMA contribution to
the Illinois Science and Energy Innovation Trust, as well as
increased rate base and a higher allowed return on equity
due to higher 30-year United States Treasury bond yields
under formula ratemaking. During 2013, Ameren Missouri
and Ameren Illinois continued to align spending with
regulatory outcomes, policies, and economic conditions.
Liquidity
Cash flows from operations associated with continuing
operations of $1.6 billion and available cash on hand were
used to pay dividends to common stockholders of $388
million and to fund capital expenditures of $1.4 billion. At
December 31, 2013, Ameren, on a consolidated basis, had
available liquidity, in the form of cash on hand and amounts
available under existing credit agreements, of approximately
$1.7 billion.
Capital Spending
In 2013, Ameren made significant investments in its
utilities and expects that trend to continue into the
foreseeable future. From 2014 through 2018, Ameren’s
cumulative capital spending is projected to range between
$8 billion and nearly $9 billion. The spending includes
approximately $1.4 billion for ATXI’s investment in its
electric transmission assets.
RESULTS OF OPERATIONS
Our results of operations and financial position are
affected by many factors. Weather, economic conditions,
and the actions of key customers can significantly affect the
demand for our services. Our results are also affected by
seasonal fluctuations: winter heating and summer cooling
demands. The vast majority of Ameren’s revenues are
subject to state or federal regulation. This regulation has a
material impact on the prices we charge for our services.
We principally use coal, nuclear fuel, natural gas, methane
gas, and oil for fuel in our operations. The prices for these
commodities can fluctuate significantly because of the
global economic and political environment, weather, supply
and demand, and many other factors. We have natural gas
cost recovery mechanisms for our Illinois and Missouri
natural gas delivery service businesses, a purchased power
cost recovery mechanism for our Illinois electric delivery
service business, and a FAC for our Missouri electric utility
business. Ameren Illinois’ electric delivery service utility
business, pursuant to the IEIMA, conducts an annual
reconciliation of the revenue requirement necessary to
reflect the actual costs incurred in a given year with the
revenue requirement that was in effect for that year, with
recoveries from or refunds to customers made in a
subsequent year. Included in Ameren Illinois’ revenue
requirement reconciliation is a formula for the return on
equity, which is equal to the average of the monthly yields
of 30-year United States treasury bonds plus 580 basis
points. Therefore, Ameren Illinois’ annual return on equity
will be directly correlated to yields on United States treasury
bonds. Fluctuations in interest rates and conditions in the
capital and credit markets also affect our cost of borrowing
and our pension and postretirement benefits costs. We
employ various risk management strategies to reduce our
exposure to commodity risk and other risks inherent in our
business. The reliability of our energy centers and
transmission and distribution systems and the level of
purchased power costs, operations and maintenance costs,
and capital investment are key factors that we seek to
control to optimize our results of operations, financial
position, and liquidity.
32
Earnings Summary
The following table presents a summary of Ameren’s
earnings for the years ended December 31, 2013, 2012, and
2011:
2013
2012
2011
Net income (loss) attributable to Ameren
Corporation . . . . . . . . . . . . . . . . . . . . . . $
289 $ (974) $
519
Earnings (loss) per common share –
diluted . . . . . . . . . . . . . . . . . . . . . . . . . .
1.18
(4.01)
2.15
Net income attributable to Ameren
Corporation – continuing operations . . .
512
516
431
Earnings per common share – diluted –
continuing operations . . . . . . . . . . . . . .
2.10
2.13
1.79
2013 versus 2012
Net income attributable to Ameren Corporation from
continuing operations in 2013 decreased $4 million, or
$0.03 per diluted share, from 2012. Net income attributable
to Ameren Corporation decreased in the Ameren Missouri
segment by $21 million, partially offset by an increase in the
Ameren Illinois segment of $19 million.
Compared with 2012 earnings per share from
continuing operations, 2013 earnings per share from
continuing operations were unfavorably affected by:
‰
‰
‰
‰
‰
‰
the cost of the Callaway energy center’s scheduled
refueling and maintenance outage in 2013. There was
no Callaway refueling and maintenance outage in 2012
(10 cents per share);
a reduction in Ameren Missouri revenues resulting
from a July 2013 MoPSC order that required a refund
to customers for the earnings associated with certain
long-term partial requirements sales recognized from
October 1, 2009, to May 31, 2011 (7 cents per share);
the absence in 2013 of a reduction in Ameren
Missouri’s purchased power expense and an increase
in interest income, each as a result of a FERC-ordered
refund received in 2012 from Entergy for a power
purchase agreement that expired in 2009 (7 cents per
share);
decreased electric demand resulting from summer
temperatures in 2013 that were cooler than the
warmer-than-normal temperatures in 2012, partially
offset by increased electric and natural gas demand
resulting from winter temperatures in 2013 that were
colder than winter temperatures in 2012 (6 cents per
share);
the ICC’s December 2013 orders disallowing recovery
from customers of a portion of the premium paid by
Ameren Illinois for a tender offer in August 2012 to
repurchase outstanding senior secured notes (4 cents
per share); and
increased depreciation primarily due to infrastructure
additions at Ameren Missouri and Ameren Illinois and
Ameren Illinois’ new electric depreciation rates (3 cents
per share).
Compared with 2012 earnings per share from
continuing operations, 2013 earnings per share from
continuing operations were favorably affected by:
‰
‰
‰
‰
higher Ameren Missouri utility rates pursuant to an
order issued by the MoPSC, which became effective in
January 2013, partially offset by increased regulatory
asset amortization as directed by the rate order. This
excludes MEEIA impacts, which are discussed
separately below (12 cents per share);
higher revenues associated with Ameren Missouri’s
MEEIA program cost and projected lost revenue
recovery mechanism (9 cents per share), which were
partially offset by lower revenues resulting from
reduced demand due to energy efficiency programs;
higher electric transmission rates at Ameren Illinois and
ATXI (8 cents per share); and
an increase in Ameren Illinois’ electric delivery service
earnings under formula ratemaking, favorably affected
primarily by an increased rate base, a higher allowed
return on equity, and lower required contributions
pursuant to the IEIMA (8 cents per share).
The cents per share information presented above is
based on diluted average shares outstanding in 2012.
2012 versus 2011
Net income attributable to Ameren Corporation from
continuing operations in 2012 increased $85 million, or
$0.34 per diluted share, from 2011. Net income attributable
to Ameren Corporation increased in the Ameren Missouri
segment by $129 million, which was partially offset by a
decrease in the Ameren Illinois segment of $52 million.
Compared with 2011 earnings per share from
continuing operations, 2012 earnings per share from
continuing operations were favorably affected by:
‰
‰
‰
‰
‰
the absence in 2012 of a 2011 charge for the MoPSC’s
July 2011 disallowance of costs of enhancements
relating to the rebuilding of Ameren Missouri’s Taum
Sauk energy center in excess of amounts recovered
from property insurance (23 cents per share);
higher utility rates at Ameren Missouri and Ameren Illinois.
Ameren Missouri’s electric rates increased pursuant to an
order issued by the MoPSC, which became effective in
July 2011. The favorable impact of the Ameren Missouri
rate increase on earnings was reduced by the increased
regulatory asset amortization directed by the rate order.
Ameren Illinois’ natural gas rates increased pursuant to an
order issued by the ICC, which became effective in mid-
January 2012 (22 cents per share);
the absence in 2012 of a Callaway energy center
refueling and maintenance outage (11 cents per share);
the impact of fewer major storms on operations and
maintenance expenses (9 cents per share);
a reduction in Ameren Missouri’s purchased power
expense and an increase in interest income, each as a
result of a FERC-ordered refund received in 2012 from
Entergy for a power purchase agreement that expired in
2009 (7 cents per share);
33
‰
‰
‰
the absence in 2012 of a 2011 charge associated with
voluntary separation offers to eligible Ameren Missouri
and Ameren Services employees (7 cents per share);
the absence in 2012 of a reduction in Ameren
Missouri’s revenues as a result of the MoPSC’s April
2011 FAC prudence review order covering March 1,
2009, to September 30, 2009, which caused Ameren
Missouri to record an obligation to refund to its electric
customers the earnings associated with certain
previously recognized sales (5 cents per share); and
a reduction in labor costs because of staff reductions at
Ameren Missouri, primarily resulting from the 2011
voluntary separation plan. The favorable effect at
Ameren Missouri was partially offset by increased labor
costs at Ameren Illinois due to staff additions to comply
with the requirements of the IEIMA (2 cents per share).
Compared with 2011 earnings from continuing
operations, 2012 earnings from continuing operations were
unfavorably affected by:
‰
a reduction in Ameren Illinois’ electric earnings
primarily caused by a lower allowed return on equity
under electric delivery service formula ratemaking and
required donations pursuant to the IEIMA (17 cents per
share);
‰
‰
‰
an increase in Ameren Missouri depreciation and
amortization expense caused primarily by the
installation of scrubbers at the Sioux energy center
(8 cents per share);
reduced electric and natural gas demand as a result of
warmer 2012 winter temperatures (estimated at 7 cents
per share); and
reduced rate-regulated retail sales volumes, excluding
the effects of abnormal weather, as sales volumes
declined due to continued economic pressure, energy
efficiency measures, and customer conservation
efforts, among other items (2 cents per share).
The cents per share information presented above is
based on diluted average shares outstanding in 2011.
For additional details regarding the Ameren
Companies’ results of operations, including explanations of
Margins, Other Operations and Maintenance Expenses,
Taum Sauk Regulatory Disallowance, Depreciation and
Amortization, Taxes Other Than Income Taxes, Other
Income and Expenses, Interest Charges, Income Taxes and
Income (Loss) from Discontinued Operations, Net of Taxes,
see the major headings below.
34
Below is a table of income statement components by segment for the years ended December 31, 2013, 2012, and 2011:
2013
Electric margins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas margins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operations and maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes other than income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income and (expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (taxes) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from discontinued operations, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to noncontrolling interests – continuing operations . . . . . . . . . . . . .
Net income (loss) attributable to Ameren Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
Electric margins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas margins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operations and maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes other than income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income and (expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (taxes) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from discontinued operations, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to noncontrolling interests – continuing operations . . . . . . . . . . . . .
Net loss attributable to noncontrolling interests – discontinued operations . . . . . . . . . . . . .
Net income (loss) attributable to Ameren Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
Electric margins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas margins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operations and maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taum Sauk regulatory disallowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes other than income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income and (expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (taxes) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to noncontrolling interests – continuing operations . . . . . . . . . . . . .
Net income attributable to noncontrolling interests – discontinued operations . . . . . . . . . . .
Ameren
Missouri
Ameren
Illinois
Other /
Intersegment
Eliminations
$
$
$
$
$
$
$
$
$
$
2,407
83
1
(915)
(454)
(319)
47
(210)
(242)
398
-
398
(3)
395
2,340
75
1
(827)
(440)
(304)
49
(223)
(252)
419
-
419
(3)
-
416
2,252
79
5
(934)
(89)
(408)
(296)
51
(209)
(161)
290
-
290
(3)
-
1,081
399
3
(693)
(243)
(132)
1
(143)
(110)
163
-
163
(3)
160
1,034
378
-
(684)
(221)
(130)
(10)
(129)
(94)
144
-
144
(3)
-
$
$
$
(3)
(2)
(4)
(9)
(9)
(7)
(5)
(45)
41
(43)
(223)
(266)
-
(266)
(11)
(1)
(1)
-
(12)
(9)
(6)
(40)
39
(41)
(1,496)
(1,537)
-
6
141
$
(1,531)
$
1,087
354
1
(640)
-
(215)
(129)
1
(136)
(127)
196
-
196
(3)
-
(10)
(2)
(6)
12
-
(20)
(8)
(7)
(42)
34
(49)
89
40
-
(1)
39
$
$
$
$
$
Total
3,485
480
-
(1,617)
(706)
(458)
43
(398)
(311)
518
(223)
295
(6)
289
3,363
452
-
(1,511)
(673)
(443)
33
(392)
(307)
522
(1,496)
(974)
(6)
6
(974)
3,329
431
-
(1,562)
(89)
(643)
(433)
45
(387)
(254)
437
89
526
(6)
(1)
$
519
Net income attributable to Ameren Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
287
$
193
$
35
Margins
The following table presents the favorable (unfavorable) variations by segment for electric and natural gas margins from
the previous year. Electric margins are defined as electric revenues less fuel and purchased power costs. Natural gas margins
are defined as gas revenues less gas purchased for resale. The table covers the years ended December 31, 2013, 2012, and
2011. We consider electric and natural gas margins useful measures to analyze the change in profitability of our electric and
natural gas operations between periods. We have included the analysis below as a complement to the financial information we
provide in accordance with GAAP. However, these margins may not be a presentation defined under GAAP, and may not be
comparable to other companies’ presentations or more useful than the GAAP information we provide elsewhere in this report.
2013 versus 2012
Ameren
Missouri
Ameren
Illinois
Other(a)
Ameren
Electric revenue change:
Effect of weather (estimate)(b)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Base rates (estimate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Off-system sales and transmission services revenues (included in base rates) . . . . . . . . . . . . . . . . .
Transmission services revenue excluded from FAC until 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recovery of FAC under-recovery(c)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FAC prudence review charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MEEIA (energy efficiency) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transmission services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross receipts tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Illinois pass-through power supply costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hurricane Sandy relief recovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bad debt, energy efficiency programs, and environmental remediation cost riders . . . . . . . . . . . . . .
Sales volume (excluding the impact of abnormal weather) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total electric revenue change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fuel and purchased power change:
Energy costs included in base rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recovery of FAC under-recovery(c)
FERC-ordered power purchase settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Illinois pass-through power supply costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
(29)
178
11
(32)
67
(25)
72
-
12
-
(7)
-
4
(4)
247
(89)
(67)
(24)
-
Total fuel and purchased power change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (180)
Net change in electric margins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas margins change:
Effect of weather (estimate)(b)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Base rates (estimate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hurricane Sandy relief recovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross receipts tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales volume (excluding the impact of abnormal weather) and other . . . . . . . . . . . . . . . . . . . . . . . .
$
$
Net change in natural gas margins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
67
3
-
-
1
4
8
$
(11)
57
-
-
-
-
-
25
-
(325)
(10)
(15)
2
(1)
$ (278)
$
$
$
$
$
-
-
-
325
325
47
14
2
(3)
7
1
21
$
$
$
$
$
$
$
-
-
-
-
-
-
-
10
-
(2)
-
-
-
(2)
6
-
-
-
2
2
8
-
-
-
-
(1)
(1)
$
$
$
$
$
$
$
(40)
235
11
(32)
67
(25)
72
35
12
(327)
(17)
(15)
6
(7)
(25)
(89)
(67)
(24)
327
147
122
17
2
(3)
8
4
28
36
2012 versus 2011
Ameren
Missouri
Ameren
Illinois
Other(a)
Ameren
Electric revenue change:
Effect of weather (estimate)(b)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Base rates (estimate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Off-system sales revenues (included in base rates) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recovery of FAC under-recovery(c)
FAC prudence review charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transmission services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Illinois pass-through power supply costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bad debt, energy efficiency programs and environmental remediation cost riders . . . . . . . . . . . . . .
Hurricane Sandy relief recovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales volume (excluding the impact of abnormal weather) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total electric revenue change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fuel and purchased power change:
Energy costs included in base rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recovery of FAC under-recovery(c)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net unrealized MTM gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FERC-ordered power purchase settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transmission over-recovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Illinois pass-through power supply costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total fuel and purchased power change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in electric margins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas margins change:
Effect of weather (estimate)(b)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Base rates (estimate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate redesign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Energy efficiency programs and environmental remediation cost riders . . . . . . . . . . . . . . . . . . . . . .
Bad debt rider . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hurricane Sandy relief recovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales volume (excluding the impact of abnormal weather) and other . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
$
$
Net change in natural gas margins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(19)
102
(131)
(47)
17
5
(13)
-
-
7
(6)
(5)
$
(1)
(55)
-
-
-
(1)
(6)
(154)
7
10
(3)
2
(90)
$ (201)
$
$
$
$
-
-
-
-
(6)
154
148
(53)
(10)
20
-
8
(5)
3
8
106
47
1
24
-
-
178
88
(2)
2
(5)
-
-
-
1
(4)
$
$
$
$
$
$
-
-
-
-
-
1
-
2
-
-
-
(2)
1
-
-
-
-
-
(2)
(2)
(1)
-
-
-
-
-
-
1
1
$
(20)
47
(131)
(47)
17
5
(19)
(152)
7
17
(9)
(5)
$ (290)
$ 106
47
1
24
(6)
152
$
$
$
324
34
(12)
22
(5)
8
(5)
3
10
$
21
$
24
$
Includes amounts for other nonregistrant subsidiaries and intercompany eliminations.
(a)
(b) Represents the estimated margin impact of changes in cooling and heating degree-days on electric and natural gas demand compared with the
prior year; this is based on temperature readings from the National Oceanic and Atmospheric Administration weather stations at local airports
in our service territories.
(c) Represents the change in the net fuel costs recovered under the FAC through customer rates, with corresponding offsets to fuel expense due to
the amortization of a previously recorded regulatory asset.
2013 versus 2012
Ameren Corporation
Ameren’s electric margins increased by $122 million,
or 4%, in 2013 compared with 2012. Ameren’s natural gas
margins increased by $28 million, or 6%, in 2013
compared with 2012. These results were primarily driven by
Ameren Missouri and Ameren Illinois results, as discussed
below. Ameren’s electric margins also reflect the results of
operations of ATXI. ATXI’s transmission revenues increased
by $10 million in 2013 compared with 2012, due to the
inclusion of its 2013 rate base investment in its forward-
looking rate calculation.
Ameren Missouri
Ameren Missouri has a FAC cost recovery mechanism
that allows Ameren Missouri to recover, through customer
rates, 95% of changes in net energy costs greater or less
37
than the amount set in base rates without a traditional rate
proceeding, subject to MoPSC prudence reviews. Net
energy cost includes fuel (coal, coal transportation, natural
gas for generation, and enriched uranium), certain fuel
additives, emission allowances, purchased power costs,
transmission costs and revenues, and MISO costs and
revenues, net of off-system sales revenues. The MoPSC’s
December 2012 electric order authorized the inclusion of
fuel additive costs and transmission revenues in the FAC
starting in 2013. Ameren Missouri accrues, as a regulatory
asset, net energy costs that exceed the amount set in base
rates (FAC under-recovery). Net recovery of these costs
under the FAC through customer rates increased
$67 million, in 2013 compared with 2012, with a
corresponding offset to fuel expense to reduce the
previously recognized FAC regulatory asset.
Ameren Missouri’s electric margins increased by
$67 million, or 3%, in 2013 compared with 2012. The
following items had a favorable impact on Ameren
Missouri’s electric margins:
‰
‰
‰
‰
Higher electric base rates, effective January 2013 as a
result of the December 2012 MoPSC electric rate order,
which increased revenues by $178 million, partially
offset by an increase in net energy costs of $78 million.
The increase in net energy costs is the sum of the
change in energy costs included in base rates
(-$89 million) and the change in off-system sales and
transmission services revenues (+$11 million) in the
above table. Transmission services revenues were not
included in the FAC in 2012 ($32 million). In 2013,
transmission services revenues were included in the
FAC, but were offset by the increase in base rates.
Higher revenues associated with the MEEIA energy
efficiency program cost and lost revenue recovery
mechanism ($35 million and $37 million, respectively),
effective January 2013, which increased revenues by a
combined $72 million. The lost revenue recovery
mechanism helps compensate Ameren Missouri for
lower sales from energy efficiency related volume
reductions in current and future periods. See Note 2 –
Rate and Regulatory Matters under Part II, Item 8, of
this report for information regarding Ameren Missouri’s
MEEIA energy efficiency program. See Other
Operations and Maintenance Expenses in this section
for information on a related offsetting increase in
energy efficiency program costs.
Increased gross receipts taxes, due primarily to the
higher base rates, which increased revenues by
$12 million. See Taxes Other Than Income Taxes in this
section for information on a related offsetting increase
to gross receipts taxes.
Excluding the estimated impact of abnormal weather,
rate-regulated retail sales volumes increased 1%, which
increased revenues by $4 million.
The following items had an unfavorable impact on
Ameren Missouri’s electric margins in 2013 compared with
2012:
‰
‰ Weather conditions decreased revenues by $29 million.
Summer temperatures in 2013 were cooler than the
warmer-than-normal temperatures in 2012, as cooling
degree-days decreased 22%. However, this was
partially offset by winter temperatures in 2013 that
were colder than the warmer-than-normal temperatures
in 2012, as heating degree-days increased 35%.
A reduction in revenues resulting from a July 2013
MoPSC order. Ameren Missouri recorded a FAC
prudence review charge for its estimated obligation to
refund to its electric customers the earnings associated
with sales recognized by Ameren Missouri from
October 1, 2009, to May 31, 2011, which decreased
revenues by $25 million. See Note 2 – Rate and
Regulatory Matters under Part II, Item 8, of this report
for further information regarding the FAC prudence
review charge.
‰
‰
The absence in 2013 of a reduction in purchased power
expense as a result of a FERC-ordered refund received
in 2012 from Entergy for a power purchase agreement
that expired in 2009, which decreased margins by
$24 million.
The absence in 2013 of recovery of labor and benefit
costs for crews assisting with Hurricane Sandy power
restoration in 2012, which decreased margins by
$7 million and was fully offset by a related decrease in
operations and maintenance costs, with no overall
impact on net income. Our costs related to storm
assistance are reimbursed by the utilities receiving the
assistance.
Ameren Missouri’s natural gas margins increased by
$8 million, or 11%, in 2013 compared with 2012. The
following items had a favorable impact on Ameren
Missouri’s natural gas margins:
‰
Excluding the estimated impact of abnormal weather,
revenues increased by $4 million, driven by 11% higher
natural gas transportation sales and 2% higher retail
sales.
‰
‰ Weather conditions increased revenues by $3 million.
Winter temperatures in 2013 were colder than the
warmer-than-normal temperatures in 2012, as heating
degree-days increased 35%.
Increased gross receipts taxes due to higher sales as a
result of colder winter weather in 2013 compared with
2012, which increased revenues by $1 million. See
Taxes Other Than Income Taxes in this section for
information on a related offsetting increase to gross
receipts taxes.
Ameren Illinois
Ameren Illinois has a cost recovery mechanism for
power purchased on behalf of its customers. These pass-
through power costs do not affect margins. Ameren Illinois’
revenues associated with Illinois pass-through power
supply costs decreased because of lower power prices on
purchases and reduced volumes caused by customers who
switched to alternative retail electric suppliers in 2013. This
decrease in revenues was offset by a corresponding
decrease in purchased power expense of $325 million.
Beginning in 2012, Ameren Illinois elected to
participate in the performance-based formula ratemaking
framework pursuant to the IEIMA. The IEIMA provides for
an annual reconciliation of Ameren Illinois’ electric
distribution revenue requirement. As of each balance sheet
date, Ameren Illinois records its estimate of the electric
distribution revenue impact resulting from the reconciliation
of the revenue requirement necessary to reflect the actual
recoverable costs incurred for that year with the revenue
requirement that was in effect for that year. See Operations
and Maintenance Expenses in this section for further
information regarding the revenue requirement. If the
current year’s revenue requirement is greater than the
revenue requirement customer rates were based upon, an
increase to electric operating revenues with an offset to a
regulatory asset is recorded to reflect the expected recovery
38
of those additional costs from customers within the next
two years. If the current year’s revenue requirement is less
than the revenue requirement customer rates were based
upon, a reduction to electric operating revenues with an
offset to a regulatory liability is recorded to reflect the
expected refund to customers within the next two years.
See Note 2 – Rate and Regulatory Matters under Part II,
Item 8, of this report for information regarding Ameren
Illinois’ revenue requirement reconciliation pursuant to the
IEIMA.
Ameren Illinois’ electric margins increased by
$47 million, or 5%, in 2013 compared with 2012. The
following items had a favorable impact on Ameren Illinois’
electric margins:
‰
Electric delivery service formula ratemaking
adjustments resulting from the annual reconciliation of
the revenue requirement pursuant to the IEIMA, which
increased revenues by $57 million. The adjustments
were primarily caused by increased rate base, a higher
allowed return on equity, and higher recoverable costs.
Transmission revenues increased by $25 million due to
the implementation of a 2013 forward-looking rate
calculation which incorporated the rate base increase in
2013, pursuant to a 2012 FERC order. In 2012, rates
were based on a historical period.
‰
The following items had an unfavorable impact on
Ameren Illinois’ electric margins in 2013 compared with
2012:
‰
A decrease in recovery of bad debt, energy efficiency
program costs, and environmental remediation costs
through rate-adjustment mechanisms, which decreased
revenues by $15 million. See Other Operations and
Maintenance Expenses in this section for information
on a related offsetting decrease in bad debt, energy
efficiency, and environmental remediation costs.
‰ Weather conditions decreased revenues by $11 million.
Summer temperatures in 2013 were cooler than the
warmer-than-normal temperatures in 2012, as cooling
degree-days decreased 21%. However, this was
partially offset by winter temperatures in 2013 that
were colder than warmer-than-normal temperatures in
2012, as heating degree-days increased 29%.
The absence in 2013 of recovery of labor and benefit
costs for crews assisting with Hurricane Sandy power
restoration in 2012, which decreased margins by
$10 million and was fully offset by a related decrease in
operations and maintenance costs, with no overall
impact on net income. Our costs related to storm
assistance are reimbursed by the utilities receiving the
assistance.
‰
Ameren Illinois’ natural gas margins increased by
$21 million, or 6%, in 2013 compared with 2012. The
following items had a favorable impact on Ameren Illinois’
natural gas margins:
‰ Weather conditions increased revenues by $14 million.
Winter temperatures in 2013 were colder than warmer-
than-normal temperatures in 2012, as heating degree-
days increased 29%.
39
‰
‰
Increased gross receipts taxes due to higher sales as a
result of colder winter weather in 2013 compared with
2012, which increased revenues by $7 million. See
Taxes Other Than Income Taxes in this section for
information on a related offsetting increase to gross
receipts taxes.
Increased natural gas rates effective in late January
2012, which increased revenues by $2 million.
Ameren Illinois’ natural gas margins were unfavorably
impacted by the absence in 2013 of recovery of labor and
benefit costs associated with crews assisting with Hurricane
Sandy power restoration in 2012, which decreased margins
by $3 million and was fully offset by a related decrease in
operations and maintenance costs, with no overall impact
on net income. Our costs related to storm assistance are
reimbursed by the utilities receiving the assistance.
2012 versus 2011
Ameren Corporation
Ameren’s electric margins increased by $34 million, or
1%, in 2012 compared with 2011. Ameren’s natural gas
margins increased by $21 million, or 5%, in 2012
compared with 2011. These results were primarily driven by
Ameren Missouri and Ameren Illinois results, as discussed
below.
Ameren Missouri
Ameren Missouri has a FAC cost recovery mechanism
that allows Ameren Missouri to recover, through customer
rates, 95% of changes in net energy costs greater or less
than the amount set in base rates without a traditional rate
proceeding, subject to MoPSC prudence reviews. Net energy
cost includes fuel (coal, coal transportation, natural gas for
generation, and enriched uranium), emission allowances,
purchased power costs, transmission costs, and MISO costs
and revenues, net of off-system sales revenues. The
MoPSC’s December 2012 electric order authorized the
inclusion of fuel additive costs and transmission revenues in
the FAC starting in 2013. Ameren Missouri accrues, as a
regulatory asset, net energy costs that exceed the amount set
in base rates (FAC under-recovery). Net recovery of these
costs under the FAC through customer rates decreased
$47 million in 2012 compared with 2011, with a
corresponding offset to fuel expense to reduce the previously
recognized FAC regulatory asset.
Ameren Missouri’s electric margins increased by
$88 million, or 4%, in 2012 compared with 2011. The
following items had a favorable impact on Ameren
Missouri’s electric margins:
‰
Higher electric base rates, effective July 2011 as a
result of the 2011 MoPSC electric rate order, which
increased revenues by $102 million, partially offset by
an increase in net energy costs of $25 million. The
increase in net energy costs is the sum of the change in
energy costs included in base rates (+$106 million) and
the change in off-system sales revenues (-$131 million)
in the above table.
‰
‰
‰
‰
‰
Reduced purchased power expense as a result of a
FERC-ordered refund received from Entergy in 2012
relating to a power purchase agreement that expired in
2009, which increased margins by $24 million.
The absence in 2012 of a reduction in revenues
recorded in 2011 resulting from the MoPSC’s April
2011 FAC prudence review order. Ameren Missouri
recorded a FAC prudence review charge of $17 million
in 2011 for its estimated obligation to refund to its
electric customers the earnings associated with sales
recognized during the period from March 1, 2009, to
September 30, 2009.
The recovery of labor and benefit costs for crews
assisting with Hurricane Sandy power restoration,
which increased revenues by $7 million and was fully
offset by a related increase in operations and
maintenance costs, with no overall impact on net
income.
Higher transmission services revenues, primarily due to
two transmission projects that went into service in the
second half of 2011 and were included in transmission
rates in 2012, which increased revenues by $5 million.
Summer temperatures in 2012 were comparable to
2011, as cooling degree-days increased 1%. However,
summer temperatures in Ameren Missouri’s service
territory in 2012 were the warmest on record with 25%
more cooling degree-days than normal.
The following items had an unfavorable impact on
Ameren Missouri’s electric margins in 2012 compared with
2011:
‰
‰ Weather conditions decreased revenues by $19 million.
Winter temperatures in 2012 were warmer than the
near-normal temperatures in 2011, as heating degree-
days decreased 16%.
The inclusion of wholesale sales in the FAC as an offset
to fuel costs beginning July 31, 2011, which decreased
revenues by $13 million.
Excluding the estimated impact of abnormal weather,
rate-regulated retail sales volumes declined by 1%,
partially attributable to energy efficiency measures and
customer conservation efforts, which decreased
revenues by $6 million.
‰
Ameren Missouri’s natural gas margins decreased by
$4 million, or 5%, in 2012 compared with 2011. The
following items had an unfavorable impact on Ameren
Missouri’s natural gas margins:
‰
Rate redesign, implemented as a result of the natural
gas delivery service rate order that became effective in
late February 2011, which allowed Ameren Missouri to
recover more of its non-PGA residential revenues
through a fixed monthly charge, with the remaining
amounts recovered based on sales volumes, which
resulted in revenues being recovered more evenly
throughout the year. Revenues decreased by $5 million
because the rate redesign was not in effect for the first
two months of 2011.
40
‰ Weather conditions decreased revenues by $2 million.
Winter temperatures in 2012 were warmer than the
near-normal temperatures in 2011, as heating degree-
days decreased 16%.
Ameren Missouri’s natural gas margins were favorably
affected by an increase in rates that became effective in
February 2011, which increased margins by $2 million.
Ameren Illinois
Ameren Illinois’ revenues associated with Illinois pass-
through power supply costs decreased because of lower
power prices on purchases and reduced volumes caused by
customers who switched to alternative retail electric
suppliers. This decrease in revenues was offset by a
corresponding decrease in purchased power expense of
$154 million.
Ameren Illinois’ electric margins decreased by
$53 million, or 5%, in 2012 compared with 2011. The
following items had an unfavorable impact on Ameren
Illinois’ electric margins:
‰
‰
‰
‰
Electric delivery service formula ratemaking adjustment
resulting from the annual reconciliation of the revenue
requirement pursuant to the IEIMA, which decreased
revenues by $55 million. The reduction in revenues for
2012 was primarily caused by a lower allowed return
on equity as the ICC’s 2010 electric rate order resulted
in a higher return on equity than the 2012 formula rate
calculation allowed. The 2012 revenue requirement
reconciliation included the impact of the September
2012 ICC order, which reduced revenues from October
through December 2012 by $8 million.
Lower wholesale distribution revenues, primarily due to
lower demand and the recognition of a reserve for
revenues subject to a refund as a result of a November
2012 FERC administrative law judge’s decision, which
in total decreased revenues by $6 million. See Note 2 –
Rate and Regulatory Matters under Part II, Item 8, of
this report for further information.
Ameren Illinois accrues, as a regulatory asset or
liability, transmission costs that are greater than or less
than the amount set in transmission rates
(transmission under-recovery or over-recovery). In
2012, Ameren Illinois over-recovered from customers
its transmission costs by $6 million. As a result,
Ameren Illinois reduced a previously recognized
regulatory asset that had been established for an under-
recovery of costs.
Excluding the estimated impact of abnormal weather,
rate-regulated sales volumes increased by 1%, driven
largely by the lower-margin industrial sector. However,
margins decreased $3 million due to volume declines in
the higher-margin residential and commercial sectors,
partially attributable to energy efficiency measures and
customer conservation efforts.
‰ Weather conditions decreased revenues by $1 million.
Winter temperatures in 2012 were warmer than the
near-normal temperatures in 2011 as heating degree-
days decreased 14%.
The following items had a favorable impact on Ameren
Other Operations and Maintenance Expenses
Illinois’ electric margins in 2012 compared with 2011:
‰
‰
‰
The recovery of labor and benefit costs for crews
assisting with Hurricane Sandy power restoration,
which increased revenues by $10 million, and was fully
offset by operations and maintenance costs, with no
overall impact on net income.
Increased recovery of bad debt, energy efficiency
program costs, and environmental remediation costs
through rate-adjustment mechanisms, which increased
revenues by $7 million. See Other Operations and
Maintenance Expenses in this section for information
on the related offsetting increase in bad debt, energy
efficiency, and environmental remediation costs.
Summer temperatures in 2012 were comparable to
2011, as cooling degree-days increased by 2%.
However, summer temperatures in Ameren Illinois’
service territory in 2012 were the warmest on record,
with 24% more cooling degree-days than normal.
Ameren Illinois’ natural gas margins increased by
$24 million, or 7%, in 2012 compared with 2011. The
following items had a favorable impact on Ameren Illinois’
natural gas margins:
‰
‰
‰
‰
Higher natural gas rates effective January 2012, which
increased revenues by $20 million.
Increased recovery of energy efficiency program costs
and environmental remediation costs through cost
recovery mechanisms, which increased revenues by
$8 million. See Other Operations and Maintenance
Expenses in this section for information on a related
offsetting increase in energy efficiency and
environmental remediation costs.
Higher sales volume and other primarily due to
increased transportation sales from two large industrial
customers and 1% higher residential sales volumes,
excluding the impact of abnormal weather, which
together increased margins by $8 million.
The recovery of labor and benefit costs for crews
assisting with Hurricane Sandy gas service restoration,
which increased revenues by $3 million, and was fully
offset by a related increase in operations and
maintenance costs, with no overall impact on net
income.
The following items had an unfavorable impact on
Ameren Illinois’ natural gas margins in 2012 compared with
2011:
‰
‰ Weather conditions decreased revenues by $10 million.
Winter temperatures in 2012 were warmer than the
near-normal temperatures in 2011, as heating degree-
days decreased 14%.
Decreased recoveries through the bad debt rider, which
reduced margins by $5 million. See Other Operations
and Maintenance Expenses in this section for additional
information on a related offsetting decrease in bad debt
expense.
2013 versus 2012
Ameren Corporation
Other operations and maintenance expenses increased
by $106 million in 2013 compared with 2012 primarily due
to increased expenses at Ameren Missouri and Ameren
Illinois as discussed below. Additionally, there was a
$9 million increase in unallocated Ameren (parent) other
operations and maintenance expenses.
Ameren Missouri
Other operations and maintenance expenses increased
by $88 million in 2013. The following items increased other
operations and maintenance expenses between years:
‰
‰
‰
‰
‰
A $35 million increase in energy efficiency program
costs due to the requirements of MEEIA, which became
effective in rates in January 2013. These costs were
offset by increased electric revenues recovered through
customer billings, with no overall effect on net income.
A $31 million increase in energy center maintenance
costs, primarily due to $38 million in costs for the
scheduled 2013 Callaway energy center refueling and
maintenance outage. There was no outage in 2012. The
2013 increase was partially offset by a $7 million
reduction in costs due to fewer major boiler outages at
coal-fired energy centers.
A $14 million increase in employee benefit costs,
primarily due to higher pension expense and increased
amortization of prior-year pension deferrals from the
pension and postretirement benefit cost tracker, each
as a result of the 2012 MoPSC electric order. These
increased employee benefit costs were offset by
increased electric revenues from customer billings,
with no overall effect on net income.
A $9 million increase in storm-related repair costs,
primarily due to major storms in 2013. A portion of
these costs, $7 million, were offset by electric revenues
recovered through customer billings.
A $6 million increase in bad debt expense due to
reduced customer collections and higher customer
rates in 2013.
Other operations and maintenance expenses decreased
between years because of the absence in 2013 of a
$6 million charge recorded in 2012 for a canceled project.
Ameren Illinois
Pursuant to the provisions of the IEIMA, recoverable
electric distribution costs incurred during the year that are
not recovered through riders are included in Ameren
Illinois’ revenue requirement reconciliation, which results in
a corresponding adjustment to electric operating revenues,
with no overall effect on net income. These recoverable
electric distribution costs include other operations and
maintenance expenses, depreciation and amortization, taxes
other than income taxes, interest charges, and income
taxes.
41
Other operations and maintenance expenses increased
by $9 million in 2013. The following items increased other
operations and maintenance expenses between years:
‰
An $11 million increase in labor costs, primarily
because of staff additions to comply with the
requirements of the IEIMA.
An $8 million increase in non-storm-related electric
distribution maintenance expenditures, primarily related
to increased vegetation management work.
A $3 million increase in other transmission and
distribution expenses, primarily because of expenses
for natural gas pipeline integrity compliance.
‰
‰
The following items decreased other operations and
maintenance expenses between years:
‰
A $7 million decrease in bad debt expense due to
adjustments under the bad debt rider. Expenses
recorded under the Ameren Illinois bad debt rider
mechanism were recovered through customer billings,
and so were offset by increased revenues, with no
overall effect on net income.
A $7 million decrease in energy efficiency and
environmental remediation costs. These costs were
offset by decreased electric and natural gas revenues
from customer billings, with no overall effect on net
income.
2012 versus 2011
Ameren Corporation
Other operations and maintenance expenses decreased
by $51 million in 2012 compared with 2011, primarily due
to a reduction in Ameren Missouri expenses, which was
partially offset by an increase in Ameren Illinois expenses as
discussed below. Also, there was a $10 million increase in
stock-based compensation expense at Ameren (parent).
Ameren Missouri
Other operations and maintenance expenses decreased
by $107 million in 2012. The following items reduced other
operations and maintenance expenses between years:
‰
A $40 million decrease in Callaway energy center
refueling and maintenance costs, as there was no
outage in 2012.
A $27 million decrease in employee severance costs
due to the voluntary separation program in 2011.
A $25 million reduction in other labor costs, primarily
because of staff reductions.
A $19 million decrease in storm-related repair costs,
due to fewer major storms in 2012.
A $6 million favorable change in unrealized net MTM
gains between years, resulting from changes in the
market value of investments used to support Ameren’s
deferred compensation plans.
A $6 million decrease in bad debt expense due to
improved customer collections.
A $4 million decrease in non-storm-related distribution
maintenance expenditures, primarily due to lower repair
spending.
‰
‰
‰
‰
‰
‰
‰
‰
Disciplined cost management efforts to align spending
with regulatory outcomes, policies, and economic
conditions.
Other operations and maintenance expenses increased
between years because of a $6 million charge in 2012 for a
canceled project.
Ameren Illinois
Other operations and maintenance expenses increased
by $44 million in 2012. The following items increased other
operations and maintenance expenses between years:
‰
‰
‰
‰
‰
A $19 million increase in energy efficiency and
environmental remediation costs. These costs were
offset by increased electric and natural gas revenues
from customer billings, with no overall effect on net
income.
A $16 million increase in non-storm-related electric
distribution maintenance expenditures due, in part, to
mild winter weather in 2012 allowing crews to
complete more maintenance projects.
A $15 million increase in other labor costs, primarily
because of staff additions to comply with the
requirements of the IEIMA.
An $11 million increase in transmission and
distribution expenses, primarily because of National
Electric Safety Code repairs, which are nonrecoverable
operating expenditures under formula ratemaking
pursuant to the IEIMA, and pipeline integrity
compliance.
A $6 million increase in employee benefit costs,
primarily due to increased pension expense.
The following items reduced other operations and
maintenance expenses between years:
‰
‰
A $14 million decrease in storm-related repair costs,
due to fewer major storms in 2012.
A $9 million decrease in bad debt expense, including
$5 million due to improved customer collections and
$4 million due to adjustments under the bad debt rider.
Expenses recorded under the Ameren Illinois bad debt
rider mechanism were recovered through customer
billings, and so were offset by decreased revenues,
with no overall effect on net income.
Taum Sauk Regulatory Disallowance
2012 versus 2011
Ameren Missouri
During 2011, the MoPSC issued an electric rate order
that disallowed the recovery of all costs of enhancements,
or costs that would have been incurred absent the breach,
related to the rebuilding of the Taum Sauk energy center in
excess of the amount recovered from property insurance.
Consequently, Ameren and Ameren Missouri recorded a
pretax charge to earnings of $89 million.
42
Depreciation and Amortization
Taxes Other Than Income Taxes
2013 versus 2012
Ameren Corporation
2013 versus 2012
Ameren Corporation
Depreciation and amortization expenses increased by
$33 million in 2013 compared with 2012 due primarily to
increased expenses at Ameren Missouri and Ameren Illinois
as discussed below.
Taxes other than income taxes increased by
$15 million in 2013 compared with 2012 due primarily to
increased expenses at Ameren Missouri and Ameren Illinois
as discussed below.
Ameren Missouri
Ameren Missouri
Depreciation and amortization expenses increased by
Taxes other than income taxes increased by
$14 million in 2013 compared with 2012, primarily because
of increased depreciation expense of $6 million related to
electric distribution capital additions and because of
increased amortization expense of $6 million related to the
December 2012 MoPSC electric rate order resulting in
higher amortization of pre-MEEIA energy efficiency program
costs, which were reflected in electric rates effective in
January 2013.
Ameren Illinois
Depreciation and amortization expenses increased by
$22 million in 2013 compared with 2012, primarily because
of new electric depreciation rates, which increased
depreciation expense by $17 million, as a result of a
reduction in the useful lives of existing electric meters that
are being replaced with advanced metering infrastructure
pursuant to the IEIMA, and because of electric general
capital additions, which increased depreciation expense by
$6 million.
$15 million, primarily due to an increase in gross receipts
taxes of $13 million as a result of increased sales. These
increased gross receipts taxes were offset by increased
gross receipts tax revenues, with no overall effect on net
income. See Excise Taxes in Note 1 – Summary of
Significant Accounting Policies under Part II, Item 8, of this
report for additional information.
Ameren Illinois
Taxes other than income taxes increased by $2 million,
primarily because of an increase in gross receipts taxes of
$7 million as a result of increased natural gas sales,
partially offset by a decrease in property taxes of $6 million,
primarily as a result of two electric distribution tax credits
received in 2013. The increased gross receipts taxes were
offset by increased gross receipts tax revenues, with no
overall effect on net income. See Excise Taxes in
Note 1 – Summary of Significant Accounting Policies under
Part II, Item 8, of this report for additional information.
2012 versus 2011
Ameren Corporation
2012 versus 2011
Ameren Corporation
Depreciation and amortization expenses increased by
$30 million in 2012 compared with 2011 due to increased
expenses at Ameren Missouri and Ameren Illinois as
discussed below. There was a $5 million reduction in
depreciation and amortization expenses at Ameren Services
due to the retirement of computer equipment in 2011.
Ameren Missouri
Depreciation and amortization expenses increased by
$32 million in 2012 compared with 2011, primarily because
of increased depreciation and amortization expenses
associated with new scrubbers at the Sioux energy center
(depreciation expense began with the effective date of the
July 2011 electric rate order) and other capital additions.
Taxes other than income taxes increased by
$10 million in 2012 compared with 2011 due to increased
expenses at Ameren Missouri as discussed below.
Ameren Missouri
Taxes other than income taxes increased by $8 million
in 2012, because of higher property taxes resulting from
increased state and local assessments in 2012, the
recording of a refund for protested distributable taxes in
2011, and the subsequent recording in December 2012
based on the MoPSC electric rate order to return this refund
to customers. These unfavorable items more than offset a
decrease in payroll taxes between years.
Ameren Illinois
Depreciation and amortization expenses increased by
$6 million in 2012 compared with 2011, primarily because
of transmission and distribution infrastructure additions.
Taxes other than income taxes were comparable
between years, as a reduction in gross receipts taxes
resulting from decreased sales offset higher property taxes
due to increased rates.
Ameren Illinois
43
Other Income and Expenses
2013 versus 2012
Ameren Corporation
Interest Charges
2013 versus 2012
Ameren Corporation
Other income, net of expenses, increased by
$10 million in 2013 compared with 2012 primarily due to
decreased expenses at Ameren Illinois as discussed below.
Ameren Missouri
Other income, net of expenses, decreased by $2 million,
primarily due to a decrease in interest income resulting from
the absence in 2013 of a 2012 interest payment received
from Entergy as part of the FERC-ordered refund related to a
power purchase agreement that expired in 2009, partially
offset by decreased donations. See Note 2 – Rate and
Regulatory Matters under Part II, Item 8, of this report for
more information about the Entergy refund received in 2012.
Ameren Illinois
Other income, net of expenses, increased by
$11 million, primarily due to decreased donations because
of the absence in 2013 of the one-time $7.5 million
contribution to the Illinois Science and Energy Innovation
Trust pursuant to the IEIMA in connection with participation
in the formula ratemaking process in 2012 and to increased
interest income, primarily related to the IEIMA’s 2013
revenue requirement reconciliation adjustment.
2012 versus 2011
Ameren Corporation
Other income, net of expenses, decreased by
$12 million in 2012 compared with 2011 primarily due to
increased expenses at Ameren Illinois as discussed below.
Ameren Missouri
Other income, net of expenses, was comparable
between years. Increased donations offset an increase in
interest income, resulting from the interest paid by Entergy
on the amount it overcharged Ameren Missouri under a
power purchase agreement. See Note 2 – Rate and
Regulatory Matters under Part II, Item 8, of this report for
further information on the power purchase agreement with
Entergy.
Ameren Illinois
Ameren Illinois had net other expenses of $10 million
in 2012, compared with net other income of $1 million in
2011. Donations increased by $10 million because of a one-
time $7.5 million donation and $1 million annual donation
to the Illinois Science and Energy Innovation Trust and a
$1 million annual donation for customer assistance
programs pursuant to the IEIMA, because Ameren Illinois
participated in the formula ratemaking process in 2012.
Interest charges increased by $6 million in 2013
compared with 2012 because increases at Ameren Illinois
more than offset decreases at Ameren Missouri as
discussed below. Additionally, there was a $5 million
increase in interest charges associated with uncertain tax
positions at Ameren (parent). See Note 13 – Income Taxes
under Part II, Item 8, of this report for information
regarding uncertain tax positions.
Ameren Missouri
Interest charges decreased by $13 million, primarily
because of a decrease in interest charges associated with
uncertain tax positions and the favorable net impact of the
September 2012 repurchase of $71 million of 6.00% senior
secured notes, $121 million of 6.70% senior secured notes,
and $57 million of 5.10% senior secured notes and
issuance of $485 million of 3.90% senior secured notes.
Ameren Illinois
Interest charges increased by $14 million, primarily
due to a charge recorded in 2013 as a result of the ICC’s
December 2013 electric rate order, which disallowed the
recovery from customers of a portion of debt premium
costs incurred in 2012. See Note 2 – Rate and Regulatory
Matters under Part II, Item 8, of this report for additional
information. Also, interest charges increased due to interest
applied to the regulatory liability for the 2012 revenue
requirement reconciliation. Partially offsetting the increase
was the favorable net impact of the August 2012
repurchase of $87 million of 9.75% senior secured notes
and $194 million of 6.25% senior secured notes and
issuance of $400 million of 2.70% senior secured notes.
2012 versus 2011
Ameren Corporation
Interest charges increased by $5 million in 2012
compared with 2011 primarily because increases at Ameren
Missouri more than offset a decrease in interest charges at
Ameren Illinois. Additionally, reduced credit facility
borrowings and commercial paper issuances at Ameren
resulted in a $2 million reduction in interest charges.
Ameren Missouri
Interest charges increased by $14 million in 2012,
primarily because Ameren Missouri no longer recorded an
allowance for funds used during construction for pollution
control equipment installed at its Sioux energy center after
the cost of the equipment was placed in customer rates
beginning July 31, 2011, and an increase in interest charges
associated with uncertain tax positions.
44
Ameren Illinois
Interest charges decreased by $7 million in 2012,
primarily because of the redemption of $150 million of
senior secured notes in June 2011.
Income Taxes
The following table presents effective income tax rates
for Ameren’s business segments and for the Ameren
Companies for the years ended December 31, 2013, 2012,
and 2011:
Ameren . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Missouri . . . . . . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . . . . . .
38%
38%
40%
37%
37%
40%
37%
36%
39%
2013
2012
2011
See Note 13 – Income Taxes under Part II, Item 8, of
this report for information regarding reconciliations of
effective income tax rates.
2013 versus 2012
Ameren Corporation
Ameren’s effective tax rate was higher primarily
because of items detailed at Ameren Missouri below.
decreased impact of the amortization of property-related
regulatory assets and liabilities, and estimated tax credits
on higher pretax income in 2012 compared with 2011.
Ameren Illinois
Ameren Illinois’ effective tax rate was higher primarily
because of the favorable impact of recording the adjustment
to deferred tax assets due to the Illinois statutory income
tax rate increase in 2011.
Income (Loss) from Discontinued Operations, Net of
Taxes
See Note 16 – Divestiture Transactions and
Discontinued Operations under Part II, Item 8, of this report
for information regarding Ameren’s exit from the Merchant
Generation business and the discontinued operations
disclosures relating to that business.
Ameren’s loss from discontinued operations, net of
taxes, was $223 million in 2013, compared with a loss from
discontinued operations, net of taxes, of $1.5 billion in
2012. Ameren’s income from discontinued operations, net
of taxes, was $89 million in 2011. Ameren’s losses from
discontinued operations were impacted by asset
impairments in 2011 and 2012, and a loss on disposal in
2013 as discussed below.
Ameren Missouri
Loss on Disposal
Ameren Missouri’s effective tax rate was higher
primarily because of the decreased impact of the
amortization of property-related regulatory assets and
liabilities and an increase in nondeductible expenses,
partially offset by an increase in reserves for uncertain tax
positions in 2012.
Ameren Illinois
Ameren Illinois’ effective tax rate was comparable
between 2013 and 2012. The increased impact of the
amortization of property-related regulatory assets and
liabilities was offset by the decreased impact of investment
tax credit amortization.
2012 versus 2011
Ameren Corporation
Ameren’s effective tax rate was comparable between
2012 and 2011. The effective tax rate increases for Ameren
Missouri and Ameren Illinois noted below were offset
primarily by a decrease related to permanent tax benefits
from company-owned life insurance. Variations in effective
tax rates at Ameren Missouri and Ameren Illinois between
2012 and 2011 are noted below.
Ameren Missouri
Ameren Missouri’s effective tax rate was higher
primarily because of an increase in reserves for uncertain
tax positions in 2012, compared with a decrease in 2011.
Additionally, the effective tax rate increased because of the
On March 14, 2013, Ameren entered into a transaction
agreement to divest New AER to IPH. On December 2,
2013, Ameren completed the divestiture of New AER to IPH.
On January 31, 2014, Medina Valley completed its sale of
the Elgin, Gibson City, and Grand Tower gas-fired energy
centers to Rockland Capital.
Upon completion of the divestiture of New AER,
Ameren finalized its loss on disposal. Ameren received no
cash proceeds from IPH for the divestiture of New AER.
Ameren recorded a pretax charge to earnings related to the
New AER divestiture of $201 million for the year ended
December 31, 2013. The ultimate loss on disposal may
differ as a result of the finalization of the working capital
adjustment within 120 days of close.
In 2013, Ameren adjusted the accumulated deferred
income taxes on its consolidated balance sheet to reflect the
excess of tax basis over financial reporting basis of its stock
investment in AER. This change in basis resulted in a
discontinued operations deferred tax expense of
$99 million, which was partially offset by the expected tax
benefits of $86 million related to the pretax loss from
discontinued operations including the loss on disposal,
during the year ended December 31, 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 the resolution of tax matters under IRS
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 ultimately
realized in discontinued operations may differ materially
from those recorded as of December 31, 2013.
45
As the Elgin, Gibson City, and Grand Tower gas-fired
energy center disposal group continued to meet the
discontinued operations criteria at December 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.
In December 2012, as discussed below, 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 gas-fired energy centers, to
their estimated fair values under the accounting guidance
for held and used assets. Ameren did not record any
additional impairment relating to the Elgin, Gibson City, and
Grand Tower energy centers for the year ended
December 31, 2013. On January 31, 2014, Medina Valley
completed the sale of the Elgin, Gibson City, and Grand
Tower gas-fired energy centers to Rockland Capital for a
total purchase price of $168 million, before consideration of
a net working capital adjustment. Ameren will not recognize
a gain from the sale to Rockland Capital for any value in
excess of its $137.5 million carrying value for this disposal
group since any excess amount that Medina Valley may
receive, net of taxes and other expenses, over the carrying
value will ultimately be paid to Genco pursuant to the
transaction agreement with IPH.
Long-lived Asset Impairments
Ameren recorded long-lived asset impairments under
held and used accounting guidance related to its merchant
generation business totaling $2.6 billion in 2012 and
$30 million in 2011, before taxes.
In December 2012, Ameren concluded that the
Merchant Generation segment was no longer a core
component of its future business strategy. As a result of the
December 2012 decision that Ameren intended to, and that
it was probable that it would, exit the Merchant Generation
segment before the end of the Merchant Generation long-
lived assets’ previously estimated useful lives, Ameren
determined that estimated undiscounted cash flows during
the period in which it expected to continue to own certain
energy centers would be insufficient to recover the carrying
value of those energy centers. Accordingly, Ameren
recorded a noncash pretax impairment charge of
$1.95 billion in December 2012 to reduce the carrying
values of all of the Merchant Generation’s coal and natural
gas-fired energy centers, except the Joppa coal-fired energy
center, to their estimated fair values. The estimated
undiscounted cash flows of the Joppa coal-fired energy
center exceeded its carrying value; therefore, the Joppa
coal-fired energy center was unimpaired.
Key assumptions used in the determination of
estimated undiscounted cash flows of Ameren’s Merchant
Generation segment’s long-lived assets tested for
impairment included forward price projections for energy
and fuel costs, the expected life or duration of ownership of
the long-lived assets, environmental compliance costs and
strategies, and operating costs. Those same cash flow
assumptions, along with a discount rate and terminal year
earnings multiples, were used to estimate the fair value of
each energy center. These assumptions are subject to a
high degree of judgment and complexity. The fair value
estimate of these long-lived assets was based on a
combination of the income approach, which considers
discounted cash flows, and the market approach, which
considers market multiples for similar assets within the
electric generation industry. For the fourth quarter 2012
long-lived asset impairment test, Ameren used a discount
rate of 10% for the coal-fired energy centers, 10.5% for the
combined cycle energy center, and 11.5% for natural gas-
fired energy centers, used a terminal year earnings multiple
ranging from 4.5 to 6 depending on the energy center’s fuel
type and installed pollution control equipment, and
estimated that the duration of ownership for each energy
center was less than five years, with one energy center’s
duration of ownership being less than two years. Holding all
other assumptions constant, if the discount rate had been
one percentage point higher, or if the terminal year earnings
multiple had been one point lower, or if the duration of
ownership for each energy center was one year less than
estimated, the fourth quarter 2012 impairment charge
would have been $30 million to $110 million higher. As
discussed above, the Joppa coal-fired energy center’s
estimated undiscounted cash flows exceeded its carrying
value; however, using the same assumptions to estimate
the fair value of that energy center would result in an
estimated fair value that approximated its carrying value as
of December 31, 2012.
In early 2012, the observable market price for power
for delivery in that year and in future years in the Midwest
sharply declined below 2011 levels, primarily because of
declining natural gas prices and the impact of the stay of
the CSAPR. As a result of this sharp decline in the market
price of power and the related impact on electric margins,
Genco decelerated the construction of two scrubbers at its
Newton energy center in February 2012. The sharp decline
in the market price of power in early 2012 and the related
impact on electric margins, as well as the deceleration of
construction of Genco’s Newton energy center scrubber
project, caused Ameren to evaluate, during the first quarter
of 2012, whether the carrying values of Merchant
Generation coal-fired energy centers were recoverable.
AERG’s Duck Creek energy center’s carrying value exceeded
its estimated undiscounted future cash flows. As a result,
Ameren recorded a noncash pretax asset impairment
charge of $628 million to reduce the carrying value of that
energy center to its estimated fair value during the first
quarter of 2012. Similar types of assumptions described
above for the fourth quarter 2012 long-lived asset
impairment test were used in this first quarter 2012 test. In
this first quarter 2012 test, Ameren used a discount rate of
9.5% and estimated each energy center’s useful life based
on its physical life. The estimated useful life assumption in
this first quarter 2012 test was based on energy center
specific facts.
In December 2011, Genco ceased operations of its
Meredosia and Hutsonville energy centers. As a result,
Ameren recorded a noncash pretax asset impairment
46
charge of $26 million to reduce the carrying value of the
Meredosia and Hutsonville energy centers to their estimated
fair values and a $4 million impairment of materials and
supplies.
LIQUIDITY AND CAPITAL RESOURCES
The tariff-based gross margins of Ameren’s rate-
regulated utility operating companies are the principal
source of cash from operating activities for the Ameren
Companies. A diversified retail customer mix primarily of
rate-regulated residential, commercial, and industrial
customers provide a reasonably predictable source of cash
flows for Ameren, Ameren Missouri and Ameren Illinois. In
addition to using cash flows from operating activities,
Ameren, Ameren Missouri and Ameren Illinois use available
cash, credit agreement borrowings, commercial paper
issuances, money pool borrowings, or other short-term
borrowings from affiliates to support normal operations and
other temporary capital requirements. Ameren, Ameren
Missouri and Ameren Illinois may reduce their credit
agreement or short-term borrowings with cash from
operations or, at their discretion, with long-term
borrowings, or, in the case of Ameren Missouri and Ameren
Illinois, with equity infusions from Ameren. Ameren,
Ameren Missouri and Ameren Illinois expect to incur
significant capital expenditures over the next five years as
they make investments in their electric and natural gas
utility infrastructure to support overall system reliability,
environmental compliance, and other improvements.
Ameren intends to finance those capital expenditures and
investments in its rate-regulated businesses with a blend of
equity and debt so that it maintains a capital structure in a
range around 50% equity, assuming constructive regulatory
environments. Ameren, Ameren Missouri and Ameren
Illinois plan to implement their long-term financing plans
for debt, equity, or equity-linked securities to finance their
operations appropriately, to fund scheduled debt maturities,
and to maintain financial strength and flexibility.
The use of operating cash flows and short-term
borrowings to fund capital expenditures and other long-
term investments may periodically result in a working
capital deficit, as defined by current liabilities exceeding
current assets, as was the case at December 31, 2013. The
working capital deficit as of December 31, 2013, was
primarily the result of current maturities of long-term debt.
Ameren is currently evaluating refinancing options for these
current maturities including, in part, through the issuance
of long-term notes. In addition, Ameren had $368 million of
commercial paper issuances outstanding as of
December 31, 2013. With the 2012 Credit Agreements,
Ameren has access to $2.1 billion of credit capacity of
which $1.7 billion was available at December 31, 2013.
The following table presents net cash provided by (used in) operating, investing and financing activities for the years
ended December 31, 2013, 2012, and 2011:
Net Cash Provided By
Operating Activities
Net Cash (Used In)
Investing Activities
Net Cash Provided by (Used In)
Financing Activities
2013
2012
2011
2013
2012
2011
2013
2012
2011
Ameren(a) – continuing operations . . . . . . . . . . $
Ameren(a) – discontinued operations . . . . . . . .
Ameren Missouri . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . . . . . . . . . . . . .
1,636 $
57
1,143
651
1,404 $
286
1,004
519
1,499 $
379
1,056
504
(1,440) $
(283)
(687)
(695)
(1,153) $
(157)
(703)
(437)
(949) $
(99)
(627)
(296)
(149) $
-
(603)
45
(426) $
-
(354)
(103)
(1,020)
(100)
(430)
(509)
(a)
Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.
Cash Flows from Operating Activities
2013 versus 2012
Ameren Corporation
Ameren’s cash from operating activities associated
with continuing operations increased in 2013, compared
with 2012. The following items contributed to the increase
in Ameren’s cash from operating activities associated with
continuing operations during 2013, compared with 2012:
‰
‰
The absence in 2013 of $138 million in premiums paid
to debt holders in 2012 in connection with the
repurchase of the tendered principal of multiple series
of Ameren Missouri and Ameren Illinois senior secured
notes.
A $115 million increase in the cash flows associated
with Ameren Missouri’s under-recovered FAC costs.
Recoveries outpaced deferrals in 2013 by $41 million,
while deferrals and refunds outpaced recoveries in
2012 by $74 million.
‰
‰
‰
Electric and natural gas margins, as discussed in
Results of Operations, increased by $109 million,
excluding impacts of the noncash IEIMA revenue
requirement reconciliation adjustment, the under-
recovery of MEEIA lost revenues and the MoPSC’s July
2013 order, which resulted in a FAC prudence charge.
See Note 2 – Rate and Regulatory Matters under
Part II, Item 8, of this report for further information.
A $94 million increase due to changes in Ameren
Missouri coal inventory levels. In 2013, coal inventory
levels decreased by $62 million because of delivery
disruptions due to flooding, while in 2012, coal
inventory levels increased by $32 million primarily
because additional tons were held in inventory when
generation levels were lower than expected due to
market conditions.
The absence in 2013 of $25 million in severance
payments made in 2012 as a result of the voluntary
separation offers extended to Ameren Missouri
employees in the fourth quarter of 2011.
47
‰
‰
‰
A $22 million decrease in interest payments, primarily
due to 2012 refinancing activity and timing of payments
on Ameren Missouri and Ameren Illinois senior secured
notes.
The receipt of $16 million in 2013 for storm restoration
assistance provided to nonaffiliated utilities in 2012 at
Ameren Illinois.
A one-time $7.5 million contribution, in 2012, by
Ameren Illinois to the Illinois Science and Energy
Innovation Trust, as required by the IEIMA, which was
not repeated in 2013.
The following items partially offset the increase in
‰
‰
‰
‰
Ameren’s cash from operating activities associated with
continuing operations during 2013, compared with 2012:
‰
A $106 million increase in income tax payments for
continuing operations. As discussed below, income tax
payments at Ameren Missouri increased $89 million
while income tax refunds at Ameren Illinois increased
$1 million. Considering both Ameren’s continuing and
discontinued operations, Ameren made immaterial
federal income tax payments in 2013.
A $91 million increase in accounts receivable balances
to reflect the timing of revenues earned, but not yet
collected, from customers.
A $27 million increase in payments for the 2013
scheduled nuclear refueling and maintenance outage at
the Callaway energy center. There was no refueling and
maintenance outage in 2012.
The absence in 2013 of court registry receipts and
payments. In 2012, Ameren Missouri received
$19 million from the Circuit Court of Stoddard County’s
registry and the Circuit Court of Cole County’s registry,
net of payments into those registries, as a result of a
Missouri Court of Appeals ruling upholding the
MoPSC’s January 2009 electric rate order.
A $13 million increase in property tax payments,
primarily at Ameren Missouri, caused by the timing of
payments.
A $12 million increase in major storm restoration costs.
An $11 million increase in labor costs primarily related
to increased staffing levels associated with IEIMA at
Ameren Illinois.
An $8 million increase in pension and postretirement
benefit plan contributions primarily caused by an
increase in funding requirements in 2013 compared
with 2012, partially offset by an additional
postretirement contribution in 2012 at Ameren Illinois.
In addition to the Ameren Missouri and Ameren Illinois
amounts discussed below, Ameren’s nonregistrant
subsidiaries increased their contributions to the
pension and postretirement benefit plans by
$19 million.
Ameren’s cash from operating activities associated
with discontinued operations decreased in 2013, compared
with 2012, primarily because of a $277 million decrease in
electric margins, excluding impacts of noncash unrealized
MTM activity. The decrease was partially offset by a
$99 million increase in income tax refunds in 2013 due to a
reduction in pretax book income partially offset by a
reduction in accelerated depreciation deductions. Ameren’s
‰
‰
‰
discontinued operations entities received these income tax
refunds through the tax allocation agreement with Ameren’s
continuing operations entities.
Ameren Missouri
Ameren Missouri’s cash from operating activities
increased in 2013, compared with 2012. The following
items contributed to the increase in Ameren Missouri’s cash
from operating activities during 2013, compared with 2012:
‰
‰
‰
‰
‰
‰
A $115 million increase in the cash flows associated
with under-recovered FAC costs. Recoveries exceeded
deferrals in 2013 by $41 million, while deferrals and
refunds exceeded recoveries in 2012 by $74 million.
A $94 million increase due to changes in coal inventory
levels. In 2013, coal inventory levels decreased by
$62 million because of delivery disruptions due to
flooding, while in 2012, coal inventory levels increased
by $32 million primarily because additional tons were
held in inventory when generation levels were lower
than expected due to market conditions.
Electric and natural gas margins, as discussed in
Results of Operations, increased by $91 million,
excluding the impact of the noncash revenues
associated with the under-recovery of MEEIA lost
revenues and the charge recorded in 2013 associated
with the FAC prudence review.
The absence in 2013 of $62 million in premiums paid
to debt holders in 2012 in connection with the
repurchase of the tendered principal of multiple series
of senior secured notes.
The absence in 2013 of $25 million in severance
payments made in 2012 as a result of the voluntary
separation offers extended to employees in the fourth
quarter of 2011.
An $8 million decrease in interest payments, primarily
due to 2012 refinancing activity and timing of payments
on senior secured notes.
The following items partially offset the increase in
Ameren Missouri’s cash from operating activities during
2013, compared with 2012:
‰
‰
‰
‰
‰
Income tax payments totaled $86 million in 2013
resulting primarily from a reduction in accelerated
depreciation deductions while income tax refunds were
$3 million in 2012.
A $60 million increase in accounts receivable balances
to reflect the timing of revenues earned, but not yet
collected, from customers.
A $27 million increase in payments for scheduled
nuclear refueling and maintenance outages at the
Callaway energy center. There was no refueling and
maintenance outage in 2012.
A $20 million increase in property tax payments caused
by the timing of payments.
The absence in 2013 of court registry receipts and
payments. In 2012, Ameren Missouri received
$19 million from the Circuit Court of Stoddard County’s
registry and the Circuit Court of Cole County’s registry,
net of payments into those registries, as a result of a
48
Missouri Court of Appeals ruling upholding the
MoPSC’s January 2009 electric rate order.
A $9 million increase in pension and postretirement
benefit plan contributions primarily caused by an
increase in funding requirements in 2013 compared
with 2012.
An $8 million increase in major storm restoration costs.
‰
‰
Ameren Illinois
Ameren Illinois’ cash from operating activities
increased in 2013, compared with 2012. The following
items contributed to the increase in Ameren Illinois’ cash
from operating activities during 2013, compared with 2012:
‰
‰
‰
‰
‰
‰
‰
The absence in 2013 of $76 million in premiums paid
to debt holders in 2012 in connection with the
repurchase of the tendered principal of multiple series
of senior secured notes.
A $20 million decrease in pension and postretirement
benefit plan contributions primarily caused by an
additional postretirement contribution in 2012.
The receipt of $16 million in 2013 for storm restoration
assistance provided to nonaffiliated utilities in 2012.
A $13 million decrease in interest payments, primarily
due to 2012 refinancing activity and timing of payments
on senior secured notes.
Electric and natural gas margins, as discussed in
Results of Operations, increased by $11 million,
excluding the impact from the noncash IEIMA revenue
requirement reconciliation adjustment.
A one-time $7.5 million contribution, in 2012, to the
Illinois Science and Energy Innovation Trust as required
by the IEIMA.
A $7 million decrease in property tax payments due to
two electricity distribution tax credit refunds received in
2013.
The following items partially offset the increase in
Ameren Illinois’ cash from operating activities during 2013,
compared with 2012:
‰
‰
A $29 million increase in accounts receivable balances
to reflect the timing of revenues earned but not yet
collected from customers.
An $11 million increase in labor costs primarily related
to increased staffing levels associated with IEIMA.
2012 versus 2011
Ameren Corporation
Ameren’s cash from operating activities associated
with continuing operations decreased in 2012, compared
with 2011. The following items contributed to the decrease
in cash from operating activities associated with continuing
operations during 2012, compared with 2011:
‰
Cash flows associated with Ameren Missouri’s under-
recovered FAC costs, which decreased by $161 million.
Recoveries exceeded deferrals in 2011 by $87 million,
while deferrals exceeded recoveries in 2012 by
$74 million.
‰
‰
‰
‰
‰
The premiums paid to debt holders in connection with
the repurchase of the tendered principal of multiple
series of Ameren Missouri and Ameren Illinois senior
secured notes, which premiums totaled $138 million.
See Note 5 – Long-term Debt and Equity Financings
under Part II, Item 8, of this report for further
information.
An $82 million decrease in cash collections from
customer receivables, excluding the impacts of the
receipt of funds from, and deposits into, court
registries discussed separately below, primarily caused
by milder weather in December 2011, compared with
December 2010.
Income tax payments related to continuing operations
of $10 million in 2012, compared with income tax
refunds of $47 million in 2011. The 2011 refund
resulted primarily from an IRS settlement, while the
2012 payment was caused by the purchase of state tax
credits. Ameren did not make material federal income
tax payments in either period because of accelerated
deductions authorized by economic stimulus legislation
and other deductions.
A $40 million increase in coal inventory at Ameren
Missouri, primarily because additional tons were held in
inventory when generation levels were lower than
expected due to market conditions, the absence in 2012
of flooding that impeded coal deliveries in 2011,
increased coal prices, and milder weather conditions in
early 2012.
A $22 million increase in energy efficiency
expenditures, primarily for Ameren Illinois customer
programs, which are recovered through customer
billings over time.
The following items partially offset the decrease in
Ameren’s cash from operating activities associated with
continuing operations during 2012, compared with 2011:
‰
‰
‰
‰
‰
‰
Electric and natural gas margins, as discussed in
Results of Operations, which increased by $111 million,
excluding Ameren Illinois’ noncash IEIMA revenue
requirement reconciliation adjustment.
Ameren Missouri’s receipt of $37 million from the
Stoddard County Circuit Court’s registry and the Cole
County Circuit Court’s registry as the MoPSC’s 2009
and 2010 electric rate orders were upheld on appeals.
Additionally, $24 million fewer Ameren Missouri
receivables were paid into the court registries in 2012
in connection with the electric rate order appeals.
A $52 million decrease in pension and postretirement
plan contributions. In 2011, Ameren Illinois contributed
to Ameren’s postretirement benefit plan trust an
incremental $100 million in excess of Ameren Illinois’
annual postretirement net periodic cost for regulatory
purposes.
A $50 million decrease in the cost of natural gas held in
storage because of lower prices.
A $35 million decrease in major storm restoration
costs.
A $26 million decrease in taxes other than income tax
payments, primarily related to Ameren Missouri,
49
‰
‰
‰
‰
caused by the timing of property tax payments at each
year end, partially offset by higher assessed property
tax values.
A $21 million reduction in payments for scheduled
nuclear refueling and maintenance outages at the
Callaway energy center, caused by the absence of a
refueling outage in 2012.
A $21 million increase in natural gas commodity over-
recovered costs under the PGAs, primarily related to
Ameren Illinois.
A $20 million decrease in payments related to the MISO
liability due, in part, to fewer payments required for
December 2011 purchases compared to the payments
required for December 2010 purchases.
A net $5 million decrease in collateral posted with
counterparties due, in part, to changes in the market
prices of power and natural gas and in contracted
commodity volumes.
Cash from operating activities associated with
discontinued operations decreased in 2012, compared with
2011, primarily because of a $140 million decrease in
electric margins, excluding impacts of noncash unrealized
MTM activity, partially offset by an $18 million decrease in
coal inventory, primarily due to continued focus on
inventory reductions, partially offset by increased coal
prices.
Ameren Missouri
Ameren Missouri’s cash from operating activities
decreased in 2012 compared with 2011. The following
items contributed to the decrease in cash from operating
activities during 2012, compared with 2011:
‰
‰
‰
‰
‰
Cash flows associated with Ameren Missouri’s under-
recovered FAC costs, which decreased by $161 million.
Recoveries exceeded deferrals in 2011 by $87 million,
while deferrals exceeded recoveries in 2012 by
$74 million.
The premiums paid to debt holders for the repurchase
of the tendered principal of multiple series of senior
secured notes, which premiums totaled $62 million.
A $40 million increase in coal inventory primarily
because additional tons were held in inventory when
generation levels were lower than expected due to
market conditions, the absence in 2012 of flooding that
impeded coal deliveries in 2011, increased coal prices,
and milder weather conditions in early 2012.
A $25 million decrease in cash collections from
customer receivables, excluding the receipt of funds
from, and deposits into, court registries discussed
separately below, primarily caused by milder weather in
December 2011, compared with December 2010.
A net $6 million increase in collateral posted with
counterparties due, in part, to changes in the market
price of power and gas and in contracted commodity
volumes.
The following items partially offset the decrease in
Ameren Missouri’s cash from operating activities during
2012, compared with 2011:
‰
Electric and natural gas margins, as discussed in
Results of Operations, which increased by $83 million.
Receipt of $37 million from the Stoddard County Circuit
Court’s registry and the Cole County Circuit Court’s
registry as the MoPSC’s 2009 and 2010 electric rate
orders were upheld on appeals. Additionally,
$24 million fewer Ameren Missouri receivables were
paid into the court registries in 2012 in connection with
the electric rate order appeals.
A $28 million decrease in property tax payments
caused by the timing of property tax payments at each
year end, partially offset by higher assessed property
tax values.
A $21 million reduction in payments for scheduled
nuclear refueling and maintenance outages at the
Callaway energy center. There was no refueling and
maintenance outage in 2012.
A $20 million decrease in major storm restoration
costs.
A $15 million reduction in energy efficiency
expenditures.
Income tax refunds of $3 million in 2012, compared
with income tax payments of $9 million in 2011.
Ameren Missouri’s 2011 tax liability was reduced by
accelerated deductions authorized by economic
stimulus legislation, use of its net operating loss
carryforwards, and other deductions. Ameren
Missouri’s 2012 tax refund is primarily due to a tax
deduction related to the repurchase of debt, partially
offset by an increase in income from the resolution of
the 2009 and 2010 electric rate order appeals
discussed above.
An $11 million reduction in labor costs due to staff
reductions.
‰
‰
‰
‰
‰
‰
‰
Ameren Illinois
Ameren Illinois’ cash from operating activities
increased in 2012 compared with 2011. The following items
contributed to the increase in Ameren Illinois’ cash from
operating activities during 2012, compared with 2011:
‰
A $65 million decrease in pension and postretirement
benefit plan contributions. In 2011, Ameren Illinois
contributed to Ameren’s postretirement benefit plan
trust an incremental $100 million in excess of Ameren
Illinois’ annual postretirement net periodic cost for
regulatory purposes.
A $46 million decrease in the cost of natural gas held in
storage because of lower prices.
Electric and natural gas margins, as discussed in
Results of Operations, that increased by $26 million,
excluding impacts of the noncash IEIMA revenue
requirement reconciliation adjustment.
A net $20 million decrease in collateral posted with
counterparties due, in part, to changes in the market
price of natural gas and in contracted commodity
volumes.
‰
‰
‰
50
‰
‰
‰
‰
‰
A $20 million decrease in payments related to the MISO
liability due, in part, to fewer payments required for
December 2011 purchases compared with payments
required for December 2010 purchases.
A $16 million increase in natural gas commodity over-
recovered costs under the PGA.
A $15 million decrease in major storm restoration
costs.
A $12 million decrease in interest payments, primarily
due to the redemption of senior secured notes in June
2011.
An $8 million increase in income tax refunds primarily
due to lower pretax book income along with a tax
deduction related to the repurchase of debt.
The following items partially offset the increase in
Ameren Illinois’ cash from operating activities during 2012,
compared with 2011:
‰
‰
‰
‰
‰
‰
The premiums paid to debt holders for the repurchase
of the tendered principal of multiple series of tendered
senior secured notes, which premiums totaled
$76 million.
A $68 million decrease in cash collections from
customer receivables, primarily caused by milder
weather in December 2011, compared with December
2010.
A $37 million increase in energy efficiency expenditures
for customer programs that are recovered through
customer billings over time.
A $26 million increase in payments to contractors for
reliability, maintenance, and IEIMA projects.
A $12 million increase in labor costs, primarily because
of staff additions due to the requirements of the IEIMA.
A one-time $7.5 million payment to the Illinois Science
and Energy Innovation Trust, as required by the IEIMA.
Pension and Postretirement Plans
Ameren’s pension plans are funded in compliance with
income tax regulations and to meet federal funding or
regulatory requirements. As a result, Ameren expects to
fund its pension plans at a level equal to the greater of the
pension expense or the legally required minimum
contribution. Considering Ameren’s assumptions at
December 31, 2013, its investment performance in 2013,
and its pension funding policy, Ameren expects to make
annual contributions of $20 million to $100 million in each
of the next five years, with aggregate estimated
contributions of $270 million. We expect Ameren Missouri’s
and Ameren Illinois’ portion of the future funding
requirements to be 52% and 47%, respectively. These
amounts are estimates. The estimates may change with
actual investment performance, changes in interest rates,
changes in our assumptions, changes in government
regulations, and any voluntary contributions. In 2013,
Ameren contributed $156 million to its pension plans. See
Note 11 – Retirement Benefits under Part II, Item 8, of this
report for additional information.
On December 2, 2013, Ameren completed the
divestiture of New AER to IPH. In accordance with the
transaction agreement, Ameren retained the pension
obligations as of December 2, 2013, associated with the
current and former employees of New AER and its
subsidiaries who were included in the Ameren Retirement
Plan and the Ameren Supplemental Retirement Plan.
Ameren also retained the postretirement benefit obligations
associated with the employees of New AER and its
subsidiaries who were eligible to retire at December 2,
2013, from the Ameren Retiree Medical Plan and the
Ameren Group Life Insurance Plan. IPH assumed the
existing pension and other postretirement benefit
obligations associated with EEI’s current and former
employees that are included in EEI’s single-employer
pension and other postretirement plans. Coincident with
Ameren’s divestiture of New AER, a significant number of
employees left Ameren which required a measurement of
Ameren’s pension and postretirement benefit plan assets
and obligations as of December 2, 2013, based upon
current market conditions. The reduction in obligations for
the postretirement benefit plans and the accelerated
recognition of gains previously recorded in accumulated
other comprehensive income that had not previously been
recognized through net periodic benefit cost for the pension
and postretirement benefit plans resulted in a $19 million
pretax curtailment gain, which was included in discontinued
operations.
Ameren completed another measurement as of
December 31, 2013, as is its historical accounting practice,
based upon the market conditions at the end of the year.
Excluding the EEI plans, which were assumed by IPH during
2013, Ameren’s unfunded obligation under its pension and
other postretirement benefit plans was $461 million and
$1,143 million as of December 31, 2013, and December 31,
2012, respectively. The primary factors contributing to this
unfunded obligation reduction during 2013 were a 75 basis
point increase in the pension and other postretirement
benefit plan discount rates used to determine the present
value of the obligations, and asset returns being better than
expected. The offset to the unfunded obligation reduction
was primarily a reduction to regulatory assets.
Cash Flows from Investing Activities
2013 versus 2012
Ameren’s cash used in investing activities associated
with continuing operations increased by $287 million
during 2013, compared with 2012. Capital expenditures
increased $316 million, primarily because of increased
expenditures for transmission in Illinois, reliability projects,
and storm restoration costs. The increase in cash flows
used in investing activities was partially offset by a
$46 million decrease in nuclear fuel expenditures due to
timing of purchases.
Cash used in investing activities associated with
Ameren’s discontinued operations increased $126 million
during 2013, compared with 2012, primarily due to the
requirement to leave cash of $235 million with New AER upon
divestiture, pursuant to the transaction agreement with IPH.
This use of cash was partially offset by reduced capital
51
expenditures in 2013 as a result of the deceleration of the
scrubber construction project at the Newton energy center.
$9 million receipt from a settlement with the DOE related to
nuclear waste disposal.
Ameren Missouri’s cash used in investing activities
decreased $16 million during 2013, compared with 2012,
primarily due to changes in money pool advances and a
$46 million decrease in nuclear fuel expenditures due to
timing of purchases. The decrease in cash used in investing
activities was partially offset by increased capital
expenditures and the absence in 2013 of a 2012 receipt of
$18 million for federal tax grants related to renewable
energy construction projects. Capital expenditures
increased $53 million, primarily because of increased
expenditures for reliability projects and an increase in storm
restoration costs.
Ameren Illinois’ cash used in investing activities
increased $258 million during 2013, compared with 2012.
Capital expenditures increased $259 million, primarily due
to increased expenditures of $164 million for transmission
and reliability projects, $18 million for storm restoration
costs, and $12 million for IEIMA projects.
2012 versus 2011
Ameren’s cash used in investing activities associated
with continuing operations increased by $204 million
during 2012, compared with 2011. Capital expenditures
increased $182 million primarily because of increased
expenditures for reliability, boiler, and turbine projects,
which more than offset a decrease in storm restoration
costs. Cash used in investing activities also increased
because of a $29 million increase in nuclear fuel
expenditures due to timing of purchases, which was
partially offset by a receipt of $18 million of federal tax
grants related to renewable energy construction projects.
Cash used in investing activities associated with
discontinued operations increased $58 million during 2012,
compared with 2011. Capital expenditures increased
$26 million as a result of increased expenditures related to
the scrubber project at the Newton energy center, which
more than offset a reduction in maintenance and upgrade
project expenditures due to the timing of energy center
outages. In 2012, proceeds of $16 million were received
from the sale of the Medina Valley energy center’s net
property and plant. In 2011, Genco received $45 million of
proceeds from the sale of its interest in the Columbia CT
energy center.
Ameren Missouri’s cash used in investing activities
increased $76 million during 2012, compared with 2011.
Capital expenditures increased $45 million primarily
because of increased expenditures for reliability, boiler, and
turbine projects, which more than offset a decrease in
storm restoration costs. Cash used in investing activities
also increased due to a $29 million increase in nuclear fuel
expenditures due to timing of purchases for the spring
2013 reload. In 2012, cash flows from investing activities
benefited from $18 million of federal tax grants received
related to renewable energy construction projects. In 2011,
cash flows used in investing activities benefited from a
Ameren Illinois’ cash used in investing activities
increased $141 million during 2012, compared with 2011.
Capital expenditures increased $91 million as a result of
increased expenditures for reliability projects, including
$27 million for IEIMA projects, which more than offset a
decrease in storm restoration costs. In 2011, cash from
investing activities benefited from repayments of advances
previously paid to ATXI as a result of the completion of a
project under a joint ownership agreement.
Capital Expenditures
The following table presents the capital expenditures
by the Ameren Companies for the years ended
December 31, 2013, 2012, and 2011:
2013
2012
2011
Ameren(a) . . . . . . . . . . . . . . . . . .
Ameren Missouri . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . .
$
1,379
648
701
$
1,063
595
442
$
881
550
351
(a)
Includes amounts for Ameren registrant and nonregistrant
subsidiaries and the elimination of intercompany transfers.
Ameren’s 2013 capital expenditures consisted of the
following expenditures at its subsidiaries. Ameren Missouri
spent $53 million on Labadie precipitator upgrades,
$30 million on storm restoration, and $29 million on the
replacement of the Callaway nuclear reactor head scheduled
to be replaced during the 2014 refueling and maintenance
outage. Ameren Illinois spent $269 million on transmission
initiatives, $39 million on IEIMA projects, and $23 million
on storm restoration. ATXI spent $51 million on the Illinois
Rivers project. Other capital expenditures were made
principally to maintain, upgrade, and expand the reliability
of the transmission and distribution systems of Ameren
Missouri and Ameren Illinois, as well as to fund various
Ameren Missouri energy center upgrades.
Ameren’s 2012 capital expenditures consisted of the
following expenditures at its subsidiaries. Ameren Missouri
spent $30 million on the replacement of the Callaway
nuclear reactor head, scheduled to be replaced during the
2014 refueling and maintenance outage and $23 million on
a boiler upgrade project. Ameren Illinois spent $27 million
on IEIMA projects. Other capital expenditures were made
principally to maintain, upgrade, and expand the reliability
of the transmission and distribution systems of Ameren
Missouri and Ameren Illinois, as well as to fund various
Ameren Missouri energy center upgrades.
Ameren’s 2011 capital expenditures consisted of the
following expenditures at its subsidiaries. Ameren Missouri
spent $24 million on building its Maryland Heights energy
center and $31 million on storm-related repair costs.
Ameren Illinois incurred storm-related repair costs of
$20 million. Other capital expenditures were made
principally to maintain, upgrade, and expand the reliability
52
of the transmission and distribution systems of Ameren
Missouri and Ameren Illinois, as well as to fund various
Ameren Missouri energy center upgrades.
The following table presents Ameren’s estimated
capital expenditures that will be incurred from 2014 through
2018, including construction expenditures, allowance for
funds used during construction for Ameren’s rate-regulated
utility businesses, and expenditures for compliance with
known and existing environmental regulations. Ameren
expects to allocate more of its discretionary capital
expenditures to Ameren Illinois and ATXI based on their
regulatory frameworks.
2014
2015 - 2018
Total
Ameren Missouri . . . $
Ameren Illinois . . . .
. . . . . . . . . . . .
ATXI
. . . . . . . . . .
Other(a)
760 $ 2,495 - $ 2,740 $ 3,255 - $ 3,500
3,660
2,860
800
1,440
1,200
240
100
75
25
2,600 -
1,110 -
70 -
3,400 -
1,350 -
95 -
Ameren . . . . . . . . . . $ 1,825 $ 6,275 - $ 6,875 $ 8,100 - $ 8,700
(a)
Includes the elimination of intercompany transfers.
Ameren Missouri’s estimated capital expenditures
include transmission, distribution, and generation-related
investments, as well as expenditures for compliance with
environmental regulations. Ameren Illinois’ estimated
capital expenditures are primarily for electric and natural
gas transmission and distribution-related investments, and
estimated capital expenditures incremental to historical
average electric delivery capital expenditures to modernize
its distribution system pursuant to the IEIMA. Estimated
capital expenditures for ATXI include the three MISO-
approved multi-value transmission projects. For additional
information regarding the IEIMA capital expenditure
requirements and ATXI’s transmission projects, see
Business under Part I, Item 1, of this report.
We continually review Ameren Missouri’s generation
portfolio and expected power needs. As a result, Ameren
Missouri could modify its plan for generation capacity, the
type of generation asset technology that will be employed,
and whether capacity or power may be purchased, among
other things. Additionally, we continually review the
reliability of our transmission and distribution systems,
expected capacity needs, and opportunities for transmission
investments. The timing and amount of investments could
vary because of changes in expected capacity, the condition
of transmission and distribution systems, and our ability
and willingness to pursue transmission investments,
among other things. Any changes in future generation,
transmission, or distribution needs could result in
significant capital expenditures or losses being incurred,
which could be material.
Environmental Capital Expenditures
Ameren Missouri will incur significant costs in future
years to comply with existing and known federal and state
regulations including those requiring the reduction of SO2,
NOx, and mercury emissions from its coal-fired energy
centers.
53
See Note 15 – Commitments and Contingencies under
Part II, Item 8, of this report for a discussion of existing
environmental laws and regulations that affect, or may
affect, our facilities and capital costs to comply with such
laws and regulations.
Cash Flows from Financing Activities
2013 versus 2012
In 2013, we reduced our cost of borrowings through
the repayment and redemption of long-term indebtedness,
which had higher interest rates than the commercial paper
and senior secured debt issued to finance such repayments
and redemptions. During 2013, issuances under the
Ameren and Ameren Missouri commercial paper programs
were available at a lower interest rate than the interest rate
available under the 2012 Credit Agreements.
Ameren’s net cash used in financing activities
associated with continuing operations decreased during
2013 compared with 2012. In 2013, Ameren’s cash flow
from operating activities of $1.6 billion exceeded its capital
expenditures of $1.4 billion while in 2012 Ameren’s cash
flow from operating activities of $1.4 billion exceeded its
capital expenditures of $1.1 billion. During 2013, Ameren
used cash flow from operating activities, other available
cash on hand, and commercial paper issuances in part, to
pay common stock dividends of $388 million, redeem
$244 million of long-term Ameren Missouri indebtedness,
and fund the $235 million cash requirement at divested
New AER upon divestiture on December 2, 2013, pursuant
to the transaction agreement with IPH. In addition, Ameren
Illinois issued $280 million in senior secured debt and used
the net proceeds of $276 million to repay at maturity
$150 million of long-term indebtedness. In comparison, in
2012, Ameren subsidiaries issued $885 million in senior
debt and used the proceeds, together with other available
cash, to redeem or repay existing long-term indebtedness
of $754 million and pay related premiums. Additionally, in
2012, Ameren repaid $148 million of its net short-term
debt.
During 2013, no financing cash flows were utilized to
meet the working capital and investing requirements of our
discontinued operations.
Ameren Missouri’s net cash used in financing activities
increased during 2013, compared with 2012. Ameren
Missouri used cash on hand, net money pool receipts, and
the excess cash from operating activities after capital
expenditures, to redeem or repay existing long-term
indebtedness of $244 million and pay common stock
dividends of $460 million. In comparison, in 2012, Ameren
Missouri issued $485 million of 3.90% senior secured
notes and used the proceeds, together with other available
cash, to redeem or repay existing long-term indebtedness
of $422 million and to pay related premiums.
Ameren Illinois’ financing activities provided net cash
of $45 million in 2013 compared with 2012, when financing
activities used net cash of $103 million. During 2013,
Ameren Illinois issued $280 million in senior secured debt
and used the net proceeds of $276 million to repay at
maturity $150 million of long-term indebtedness, and pay
common stock dividends of $110 million. During 2012,
Ameren Illinois issued $400 million of 2.70% senior
secured notes and used the proceeds, together with other
available cash, to redeem or repay existing long-term
indebtedness of $332 million and to pay related premiums.
Ameren Illinois paid common stock dividends of
$189 million in 2012.
2012 versus 2011
During 2012, we replaced and extended our credit
agreements. We reduced our reliance on short-term debt
while maintaining adequate cash balances for working
capital needs.
Ameren’s net cash used in financing activities
associated with continuing operations decreased during
2012, compared with 2011. Repayments of net short-term
debt and credit agreement borrowings decreased by
$333 million in 2012 compared with 2011. The decrease in
cash provided by operating activities in 2012, combined
with the increase in capital expenditures, resulted in less
cash available to fund financing activities. However, Ameren
was still able to repay all outstanding short-term debt that
existed at the end of 2011. In 2012, Ameren subsidiaries
issued $885 million in senior debt and used the proceeds,
together with other available cash, to redeem or repay
existing long-term indebtedness of $754 million and to pay
related premiums. In 2011, Ameren Illinois funded the
$150 million maturity of its senior secured notes with cash
on hand and operating cash flows. There was also a
reduction in refunds of advances previously received from
generators of $73 million due to project completion in
2011. In 2011, common stock issued for DRPlus and the
401(k) plan increased cash flows from financing activities
by $65 million. In 2012, Ameren shares were purchased in
the open market for DRPlus and the 401(k) plan, resulting
in noncash financing activity of $7 million due to the timing
of DRPlus common stock dividend funding.
During 2012, no financing cash flows were utilized to
meet working capital and investing requirements associated
with discontinued operations. In 2011, $100 million of
short-term borrowing obligations were repaid using surplus
net cash from operating activities.
Ameren Missouri’s net cash used in financing activities
decreased during 2012, compared with 2011. In September
2012, Ameren Missouri issued $485 million of 3.90%
senior secured notes and used the proceeds, together with
other available cash, to redeem or repay existing long-term
indebtedness of $422 million and to pay related premiums.
In 2011, refunds of advances previously received from
generators decreased cash flows from financing activities
by $19 million as a result of project completion.
Ameren Illinois’ net cash used in financing activities
decreased during 2012, compared with 2011. In August
2012, Ameren Illinois issued $400 million of 2.70% senior
secured notes and used the proceeds, together with other
available cash, to redeem or repay existing long-term
indebtedness of $332 million and pay related premiums. In
2011, Ameren Illinois funded the $150 million maturity of
its senior secured notes by using cash on hand and
operating cash flows. In 2012, Ameren Illinois common
stock dividends decreased by $138 million relative to 2011
dividends. Additionally, there was a reduction in 2012 in
refunds of advances previously received from generators of
$53 million due to project completion in 2011.
Credit Facility Borrowings and Liquidity
The liquidity needs of Ameren, Ameren Missouri and
Ameren Illinois are typically supported through the use of
available cash, short-term intercompany borrowings,
drawings under committed bank credit agreements, or, for
Ameren and Ameren Missouri, commercial paper issuances.
See Note 4 – Short-term Debt and Liquidity under Part II,
Item 8, of this report for additional information on credit
agreements, short-term borrowing activity, commercial paper
issuances, relevant interest rates, and borrowings under
Ameren’s money pool arrangements.
The following table presents the committed 2012 Credit Agreements of Ameren, Ameren Missouri, and Ameren Illinois,
and the credit capacity available under such agreements, considering reductions for commercial paper issuances and letters of
credit, as of December 31, 2013:
Expiration
Borrowing Capacity Credit Available
Ameren and Ameren Missouri:
2012 Missouri Credit Agreement
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . November 2017
$
1,000
$
1,000
Ameren and Ameren Illinois:
2012 Illinois Credit Agreement(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . November 2017
1,100
Ameren:
Less: Commercial paper outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Letters of credit(b)
(c)
(c)
1,100
(368)
(14)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,100
$
1,718
(a) The borrowing sublimit of Ameren Illinois will mature and expire on September 30, 2014, subject to extension on a 364-day basis, or for a
longer period upon notice by Ameren Illinois of receipt of any and all required federal or state regulatory approvals, as permitted under the
2012 Illinois Credit Agreement, but in no event later than November 14, 2017. In October 2013, Ameren Illinois filed a petition seeking state
regulatory approval necessary to extend the maturity date of its borrowing sublimit under the 2012 Illinois Credit Agreement to November 14,
2017.
(b) As of December 31, 2013, $11 million of the letters of credit relate to Ameren’s ongoing credit support obligations to New AER. See Note 16 –
Divestiture Transactions and Discontinued Operations under Part II, Item 8, of this report for additional information.
(c) Not applicable.
54
The 2012 Credit Agreements are used to borrow cash,
to issue letters of credit, and to support issuances under
Ameren’s and Ameren Missouri’s commercial paper
programs. Either of the 2012 Credit Agreements are available
to Ameren to support issuances under Ameren’s commercial
paper program, subject to borrowing sublimits. The 2012
Missouri Credit Agreement is available to support issuances
under Ameren Missouri’s commercial paper program.
Ameren Illinois’ commercial paper program, under which no
commercial paper was ever issued, was terminated in 2013.
During 2013, issuances under the Ameren and Ameren
Missouri commercial paper programs were available at a
lower interest rate than the interest rate available under the
2012 Credit Agreements. As such, commercial paper
issuances were a preferred source of third-party short-term
debt relative to credit facility borrowings.
The maximum aggregate amount available to each
borrower under each facility is shown in the following table
(such amount being such borrower’s “Borrowing Sublimit”):
2012 Missouri
Credit Agreement
2012 Illinois
Credit Agreement
Ameren . . . . . . . . . . . . . .
. . . . . . .
Ameren Missouri
Ameren Illinois . . . . . . . . .
$
500
800
(a)
$
300
(a)
800
(a) Not applicable.
Subject to applicable regulatory short-term borrowing
authorizations, these credit arrangements are also available
to Ameren’s non-state-regulated subsidiaries through direct
short-term borrowings from Ameren and to most of
Ameren’s non-rate-regulated subsidiaries, including, but not
limited to, Ameren Services, through a money pool
agreement. Ameren has money pool agreements with and
among its subsidiaries to coordinate and to provide for
certain short-term cash and working capital requirements.
Long-term Debt and Equity
In addition, a unilateral borrowing agreement among
Ameren, Ameren Illinois, and Ameren Services enables
Ameren Illinois to make short-term borrowings directly
from Ameren. Pursuant to the terms of the unilateral
borrowing agreement, the aggregate amount of borrowings
outstanding at any time by Ameren Illinois under the
unilateral borrowing agreement and the money pool
agreement, together with any outstanding Ameren Illinois
external credit facility borrowings or commercial paper
issuances, may not exceed $500 million, pursuant to the
authorization from the ICC. Ameren Illinois did not borrow
under the unilateral borrowing agreement during 2013 or
2012. Ameren Services is responsible for operation and
administration of the money pool agreements. See Note 4 –
Short-term Debt and Liquidity under Part II, Item 8, of this
report for a detailed explanation of the money pool
arrangements and the unilateral borrowing agreement.
The issuance of short-term debt securities by Ameren’s
utility subsidiaries is subject to approval by FERC under the
Federal Power Act. In February 2014, FERC issued an order
effective March 17, 2014, authorizing the issuance of up to
$1 billion of short-term debt securities for Ameren Missouri.
The authorization terminates on March 16, 2016. In September
2012, FERC issued an order authorizing the issuance of up to
$1 billion of short-term debt securities by Ameren Illinois. The
authorization terminates on September 30, 2014. Ameren
Illinois will file for a two-year extension of the FERC short-term
borrowing authorization in 2014.
The issuance of short-term debt securities by Ameren
is not subject to approval by any regulatory body.
The Ameren Companies continually evaluate the
adequacy and appropriateness of their liquidity arrangements
given changing business conditions. When business
conditions warrant, changes may be made to existing credit
agreements or to other short-term borrowing arrangements.
The following table presents the issuances of common stock and the issuances, redemptions, repurchases, and
maturities of long-term debt (net of any issuance discounts) for the years 2013, 2012, and 2011 for the Ameren Companies.
The Ameren Companies did not have any redemptions and repurchases of preferred stock during the years 2013, 2012, and
2011. For additional information related to the terms and uses of these issuances and the sources of funds and terms for the
redemptions, see Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of this report.
Month Issued, Redeemed,
Repurchased, or Matured
2013
2012
2011
Issuances
Long-term debt
Ameren Missouri:
3.90% Senior secured notes due 2042 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September
Ameren Illinois:
2.70% Senior secured notes due 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.80% Senior secured notes due 2043 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
August
December
Total Ameren long-term debt issuances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock
Ameren:
DRPlus and 401(k) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Various
Total common stock issuances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Ameren long-term debt and common stock issuances . . . . . . . . . . . . . .
$
$
$
$
$
-
$
482
$
-
278
278
-
-
278
$
$
$
$
400
-
882
$
- $
- $
882
$
-
-
-
-
65
65
65
55
Redemptions, Repurchases and Maturities
Long-term debt
Ameren Missouri:
City of Bowling Green capital lease (Peno Creek CT)
. . . . . . . . . . . . . . . . . .
5.25% Senior secured notes due 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.00% Senior secured notes due 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.70% Senior secured notes due 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.10% Senior secured notes due 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.10% Senior secured notes due 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1993 5.45% Series pollution control revenue bonds due 2028 . . . . . . . . . .
4.65% Senior secured notes due 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois:
6.625% Senior secured notes due 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.75% Senior secured notes due 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.25% Senior secured notes due 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2000 Series A 5.50% pollution control revenue bonds due 2014 . . . . . . . . .
6.20% Series 1992B due 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.875% Senior secured notes due 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Ameren long-term debt redemptions, repurchases and maturities . . . . . .
In October 2013, Ameren filed a Form S-8 registration
statement with the SEC, authorizing the offering of 4 million
additional shares of its common stock under its 401(k)
plan. Shares of common stock sold under the 401(k) plan
are, at Ameren’s option, newly issued shares, treasury
shares, or shares purchased in the open market or in
privately negotiated transactions.
Ameren filed a Form S-3 registration statement with
the SEC in June 2011, authorizing the offering of 6 million
additional shares of its common stock under DRPlus.
Shares of common stock sold under DRPlus are, at
Ameren’s option, newly issued shares, treasury shares, or
shares purchased in the open market or in privately
negotiated transactions. In 2013 and 2012, Ameren shares
were purchased in the open market for DRPlus and its
401(k) plan. Under DRPlus and its 401(k) plan, Ameren
issued 2.2 million shares of common stock in 2011, which
were valued at $65 million.
In June 2012, Ameren, Ameren Missouri and Ameren
Illinois filed a Form S-3 shelf registration statement
registering the issuance of an indeterminate amount of
certain types of securities, which expires in June 2015.
The Ameren Companies may sell securities registered
under their effective registration statements if market
conditions and capital requirements warrant such sales.
Any offer and sale will be made only by means of a
prospectus that meets the requirements of the Securities
Act of 1933 and the rules and regulations thereunder.
Indebtedness Provisions and Other Covenants
See Note 4 – Short-term Debt and Liquidity and
Note 5 – Long-term Debt and Equity Financings under Part
II, Item 8, of this report for a discussion of covenants and
provisions (and applicable cross-default provisions)
contained in our bank credit agreements and in certain of
the Ameren Companies’ indentures and articles of
incorporation.
56
Month Issued, Redeemed,
Repurchased, or Matured
2013
2012
2011
Various
September
September
September
September
September
October
October
June
August
August
August
November
December
$
$
5
-
-
-
-
-
44
200
-
-
-
-
-
150
399
$
$
5
173
71
121
1
56
-
-
-
87
194
51
1
-
760
$
$
5
-
-
-
-
-
-
-
150
-
-
-
-
-
155
At December 31, 2013, the Ameren Companies were in
compliance with the provisions and covenants contained
within their credit agreements, indentures, and articles of
incorporation.
We consider access to short-term and long-term
capital markets a significant source of funding for capital
requirements not satisfied by our operating cash flows.
Inability to raise capital on reasonable terms, particularly
during times of uncertainty in the capital markets, could
negatively affect our ability to maintain and expand our
businesses. After assessing its current operating
performance, liquidity, and credit ratings (see Credit
Ratings below), Ameren, Ameren Missouri and Ameren
Illinois each believes that it will continue to have access to
the capital markets. However, events beyond Ameren’s,
Ameren Missouri’s and Ameren Illinois’ control may create
uncertainty in the capital markets or make access to the
capital markets uncertain or limited. Such events could
increase our cost of capital and adversely affect our ability
to access the capital markets.
Dividends
Ameren paid to its shareholders common stock
dividends totaling $388 million, or $1.60 per share, in 2013,
$382 million, or $1.60 per share, in 2012, and $375 million,
or $1.555 per share, in 2011.
The amount and timing of dividends payable on
Ameren’s common stock are within the sole discretion of
Ameren’s board of directors. The board of directors has not
set specific targets or payout parameters when declaring
common stock dividends. As in the past, the board of
directors is expected to consider various issues, including
Ameren’s overall payout ratio, payout ratios of our peers,
projected cash flow and potential future cash flow
requirements, historical earnings and cash flow, projected
earnings, impacts of regulatory orders or legislation, and
other key business considerations. Ameren expects its
dividend payout ratio to be between 55% and 70% of
earnings over the next few years. On February 14, 2014, the
board of directors of Ameren declared a quarterly dividend
on Ameren’s common stock of 40 cents per share, payable
on March 31, 2014, to shareholders of record on March 12,
2014.
Certain of our financial agreements and corporate
organizational documents contain covenants and conditions
that, among other things, restrict the Ameren Companies’
payment of dividends in certain circumstances.
Ameren Illinois’ articles of incorporation require its
dividend payments on common stock to be based on ratios
of common stock to total capitalization and other provisions
related to certain operating expenses and accumulations of
earned surplus.
Ameren Missouri and Ameren Illinois, as well as
certain other nonregistrant Ameren subsidiaries, are subject
to Section 305(a) of the Federal Power Act, which makes it
unlawful for any officer or director of a public utility, as
defined in the Federal Power Act, to participate in the
making or paying of any dividend from any funds “properly
included in capital account.” 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 has committed to FERC to maintain a
minimum of 30% equity in its capital structure at Ameren
Illinois.
At December 31, 2013, Ameren, Ameren Missouri and
Ameren Illinois were not restricted from paying dividends.
At December 31, 2013, the amount of restricted net
assets of wholly owned subsidiaries of Ameren that may
not be distributed to Ameren in the form of a loan or
dividend was $2 billion.
The following table presents common stock dividends paid by Ameren Corporation to its common shareholders and by
Ameren’s registrant subsidiaries to Ameren.
Ameren Missouri
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid by Ameren . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
460
110
388
$
400
189
382
$
403
327
375
2013
2012
2011
Certain of the Ameren Companies have issued
preferred stock, which provides for cumulative preferred
stock dividends. Each company’s board of directors
considers the declaration of the preferred stock dividends to
shareholders of record on a certain date, stating the date on
which the dividend is payable and the amount to be paid.
See Note 5 – Long-term Debt and Equity Financings under
Part II, Item 8, of this report for further detail concerning
the preferred stock issuances.
57
Contractual Obligations
The following table presents our contractual obligations as of December 31, 2013. See Note 11 – Retirement Benefits
under Part II, Item 8, of this report for information regarding expected minimum funding levels for our pension plans. These
expected pension funding amounts are not included in the table below. In addition, routine short-term purchase order
commitments are not included.
Total
Less than
1 Year
1 - 3 Years
3 - 5 Years
After 5
Years
Ameren:(a)
Long-term debt and capital lease obligations(b)(c)
. . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest payments(d)
Operating leases(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other obligations(f)
$
6,048
3,673
117
6,349
$
534
331
14
1,519
$
515
605
26
2,188
$
1,521
496
26
1,201
$
3,478
2,241
51
1,441
Total cash contractual obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
16,187
$
2,398
$
3,334
$
3,244
$
7,211
Ameren Missouri:
Long-term debt and capital lease obligations(c) . . . . . . . . . . . . . . . . . . . . . . . . .
Interest payments(d)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating leases(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other obligations(f)
$
$
3,764
2,574
106
4,308
109
211
11
895
$
386
395
22
1,688
$
814
325
23
1,030
$
2,455
1,643
50
695
Total cash contractual obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
10,752
$
1,226
$
2,491
$
2,192
$
4,843
Ameren Illinois:
Long-term debt(b)(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest payments(d)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating leases(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other obligations(f)
$
$
1,859
1,086
7
1,960
Total cash contractual obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,912
$
-
107
2
573
682
$
$
129
210
2
470
811
$
707
171
2
171
$
1,023
598
1
746
$
1,051
$
2,368
Includes amounts for registrant and nonregistrant Ameren subsidiaries and intercompany eliminations.
(a)
(b) Excludes fair-market value adjustments of Ameren Illinois’ long-term debt of $4 million.
(c) Excludes unamortized discount and premium of $14 million at Ameren, $7 million at Ameren Missouri and $7 million at Ameren Illinois.
(d) The weighted-average variable-rate debt has been calculated using the interest rate as of December 31, 2013.
(e) Amounts for certain land-related leases have indefinite payment periods. The annual obligation of $2 million, $1 million, and $1 million for
Ameren, Ameren Missouri and Ameren Illinois, respectively, for these items is included in the Less than 1 Year, 1 – 3 Years, and 3 – 5 Years
columns.
(f) See Other Obligations in Note 15 – Commitments and Contingencies under Part II, Item 8, of this report for discussion of items included
herein.
As of December 31, 2013, the amounts of
Off-Balance-Sheet Arrangements
unrecognized tax benefits (detriments) under the
authoritative accounting guidance for uncertain tax
positions were $90 million, $31 million, and $(1) million for
Ameren, Ameren Missouri, and Ameren Illinois,
respectively. It is reasonably possible to expect that the
settlement of an unrecognized tax benefit will result in an
underpayment or overpayment of tax and related interest.
However, there is a high degree of uncertainty with respect
to the timing of cash payments or receipts associated with
unrecognized tax benefits. The amount and timing of certain
payments or receipts is not reliably estimable or
determinable at this time. See Note 13 – Income Taxes
under Part II, Item 8, of this report for information
regarding the Ameren Companies’ unrecognized tax
benefits and related liabilities for interest expense.
At December 31, 2013, none of the Ameren Companies
had 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. See Note 16 – Divestiture Transactions
and Discontinued Operations under Part II, Item 8, of this
report for Ameren (parent) guarantees and letters of credit
issued to support New AER based on the transaction
agreement with IPH.
Credit Ratings
The credit ratings of the Ameren Companies affect our
liquidity, our access to the capital markets and credit
markets, our cost of borrowing under our credit facilities,
and collateral posting requirements under commodity
contracts.
58
The following table presents the principal credit ratings
of the Ameren Companies by Moody’s, S&P, and Fitch
effective on the date of this report:
Ameren:
Issuer/corporate credit rating . . . . . . . .
Senior unsecured debt
. . . . . . . . . . . . .
Commercial paper . . . . . . . . . . . . . . . . .
Ameren Missouri:
Issuer/corporate credit rating . . . . . . . .
Secured debt . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . .
Senior unsecured debt
Ameren Illinois:
Issuer/corporate credit rating . . . . . . . .
Secured debt . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . .
Senior unsecured debt
Moody’s
S&P
Fitch
Baa2
Baa2
P-2
Baa1
A2
Baa1
Baa1
A2
Baa1
BBB+
BBB
A-2
BBB+
A
BBB+
BBB+
A
BBB+
BBB
BBB
F2
BBB+
A
A-
BBB-
BBB+
BBB
The cost of borrowing under our credit facilities can
also increase or decrease depending upon the credit ratings
of the borrower. A credit rating is not a recommendation to
buy, sell, or hold securities. It should be evaluated
independently of any other rating. Ratings are subject to
revision or withdrawal at any time by the rating
organization.
Collateral Postings
Any adverse change in the Ameren Companies’ credit
ratings may reduce access to capital and trigger additional
collateral postings and prepayments. Such changes may
also increase the cost of borrowing resulting in a potential
negative impact on earnings. Cash collateral postings and
prepayments made with external parties, including postings
related to exchange-traded contracts at December 31, 2013,
were $30 million, $15 million, and $15 million at Ameren,
Ameren Missouri and Ameren Illinois, respectively. Cash
collateral posted by external counterparties with Ameren
and Ameren Illinois was $2 million and $2 million,
respectively, at December 31, 2013. Sub-investment-grade
issuer or senior unsecured debt ratings (lower than “BBB-”
or “Baa3”) at December 31, 2013, could have resulted in
Ameren, Ameren Missouri, or Ameren Illinois being
required to post additional collateral or other assurances for
certain trade obligations amounting to $122 million,
$67 million, and $55 million, respectively.
Changes in commodity prices could trigger additional
collateral postings and prepayments at current credit
ratings. If market prices were 15% higher than
December 31, 2013, levels in the next 12 months and 20%
higher thereafter through the end of the term of the
commodity contracts, then Ameren, Ameren Missouri, or
Ameren Illinois could be required to post additional
collateral or other assurances for certain trade obligations
up to $1 million, $1 million, and $- million, respectively. If
market prices were 15% lower than December 31, 2013,
levels in the next 12 months and 20% lower thereafter
through the end of the term of the commodity contracts,
then Ameren, Ameren Missouri, or Ameren Illinois could be
required to post additional collateral or other assurances for
certain trade obligations up to $17 million, $2 million, and
$15 million, respectively.
The transaction agreement between Ameren and IPH
required Ameren to maintain its financial obligations with
respect to all credit support provided to New AER for all
transactions entered into prior to the closing of the
divestiture on December 2, 2013, for up to 24 months after
the closing. The permitted forms of credit support for each
counterparty agreement could include one or more of the
following: cash, a letter of credit, a guarantee, or other
credit support alternatives. Ameren’s exposure related to
the continuation of credit support provided to New AER
after December 2, 2013, depends upon the transactions and
counterparty agreements that AER and its subsidiaries had
in effect as of December 2, 2013, and any changes in the
market prices of these transactions that require an increase
or decrease in collateral postings. IPH shall indemnify
Ameren for any payments Ameren makes pursuant to these
credit support obligations if the counterparty does not
return the posted collateral to Ameren. IPH’s
indemnification obligation is 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). As of
December 31, 2013, Ameren provided $190 million in
guarantees and letters of credit totaling $11 million relating
to its credit support of New AER. See Note 16 – Divestiture
Transactions and Discontinued Operations under Part II,
Item 8, of this report for additional information regarding
Ameren (parent) guarantees and Ameren’s transaction
agreement divesting New AER to IPH.
Immediately prior to the transaction agreement closing
on December 2, 2013, the cash collateral provided to New
AER by Ameren through money pool borrowings was
converted to a note payable to Ameren, which is payable,
with interest, 24 months after closing or sooner as cash
collateral requirements are reduced. The balance of the note
was $18 million at December 31, 2013; it will vary over the
24-month period as cash collateral requirements for New
AER change. Changes in commodity prices could trigger
additional collateral postings and prepayments for New AER
and thus affect the balance of the note. If market prices
were 15% higher than December 31, 2013, levels in the
next 12 months and 20% higher thereafter through the end
of the term of the commodity contracts, then Ameren could
be required to provide additional credit support to IPH up to
$105 million. If market prices were 15% lower than
December 31, 2013, levels in the next 12 months and 20%
lower thereafter through the end of the term of the
commodity contracts, then Ameren could be required to
provide IPH with additional credit support up to $43 million.
OUTLOOK
Ameren seeks to earn competitive returns on its
investments in its businesses. Ameren Missouri and
Ameren Illinois are seeking to improve their regulatory
59
frameworks and cost recovery mechanisms and
simultaneously pursuing constructive regulatory outcomes
within existing frameworks. Ameren Missouri and Ameren
Illinois are seeking to align their overall spending, both
operating and capital, with economic conditions and cash
flows provided by their regulators. Consequently, Ameren’s
rate-regulated businesses are focused on minimizing the
gap between allowed and earned returns on equity. Ameren
intends to allocate its capital resources to those business
opportunities that offer the most attractive risk-adjusted
return potential.
Below are some key trends, events, and uncertainties
that are reasonably likely to affect the Ameren Companies’
results of operations, financial condition, or liquidity, as well
as their ability to achieve strategic and financial objectives,
for 2014 and beyond.
Operations
‰
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Ameren’s strategy for earning competitive returns on
its rate-regulated investments involves meeting
customer energy needs in an efficient fashion, working
to enhance regulatory frameworks, making timely and
well-supported rate case filings, and aligning overall
spending with those rate case outcomes, economic
conditions, and return opportunities.
Ameren continues to pursue its plans to invest in FERC-
regulated electric transmission. MISO has approved
three electric transmission projects to be developed by
ATXI. The first project, Illinois Rivers, involves the
construction of a 345-kilovolt line from western Indiana
across the state of Illinois to eastern Missouri. ATXI
obtained a certificate of public convenience and
necessity and project approval from the ICC for the
entire Illinois Rivers project. A full range of
construction activities is scheduled in 2014. The first
sections of the Illinois Rivers project are expected to be
completed in 2016. The last section of this project is
expected to be completed in 2019. The Spoon River
project in northwest Illinois and the Mark Twain project
in northeast Missouri are the other two projects
approved by MISO. These two projects are expected to
be completed in 2018. The total investment in these
three projects is expected to be $1.4 billion through
2019. Separate from the ATXI projects discussed
above, Ameren Illinois expects to invest approximately
$850 million in electric transmission assets over the
next five years to address load growth and reliability
requirements.
In July 2013, Illinois enacted the Natural Gas
Consumer, Safety and Reliability Act, which encourages
Illinois natural gas utilities to accelerate modernization
of the state’s natural gas infrastructure and provides
additional ICC oversight of natural gas utility
performance. The law allows natural gas utilities the
option to file for, and requires the ICC to approve, a rate
rider mechanism to recover costs of certain natural gas
infrastructure investments made between rate cases.
The law does not require a minimum level of
investment. Ameren Illinois expects to begin including
‰
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‰
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investments under this regulatory framework in 2015.
Ameren Illinois’ decision to accelerate modernization of
its natural gas infrastructure under this regulatory
framework is dependent upon multiple considerations,
including the allowed return on equity under this
framework compared with other Ameren and Ameren
Illinois investment options.
The IEIMA provides for an annual reconciliation of the
revenue requirement necessary to reflect the actual
costs incurred in a given year with the revenue
requirement that was in effect for customer billings for
that year. Consequently, Ameren Illinois’ 2014 electric
delivery service revenues will be based on its 2014
actual recoverable costs, rate base, and return on
common equity as calculated under the IEIMA’s
performance-based formula ratemaking framework.
The 2014 revenue requirement is expected to be higher
than the 2013 revenue requirement, due to an expected
increase in recoverable costs, rate base growth, and
expected increase in the monthly average of United
States treasury bonds.
In December 2013, the ICC issued an order with
respect to Ameren Illinois’ annual update IEIMA filing.
The ICC approved a net $45 million decrease in Ameren
Illinois’ electric delivery service rates, which represents
an annual revenue requirement increase of $23 million
primarily due to higher recoverable costs in 2012
compared to 2011, offset by a $68 million refund to
customers relating to the 2012 revenue requirement
reconciliation. The ICC decision issued in December
2013 established new rates that became effective
January 1, 2014. These rates will affect Ameren Illinois’
cash flows during 2014, but not its operating revenues,
which will instead be determined by the IEIMA’s 2014
revenue requirement reconciliation. The 2014 revenue
requirement reconciliation will be reflected as a
regulatory asset or liability that will be collected from or
refunded to customers in 2016.
In December 2013, the ICC issued an order that
authorized a $32 million increase in Ameren Illinois’
annual natural gas delivery service revenues. This
request was based on a future test year of 2014, which
improves the ability to earn returns allowed by
regulators. The new rates became effective January 1,
2014.
On February 13, 2014, Ameren Missouri’s largest
customer, Noranda, and 37 residential customers filed
an earnings complaint case and a rate design complaint
case with the MoPSC. In the earnings complaint case,
Noranda and the residential customers asserted that
Ameren Missouri’s electric delivery service business is
earning more than the 9.8% return on equity authorized
in the MoPSC’s December 2012 electric rate order and
requested the MoPSC to approve a reduction of the
authorized return on equity to 9.4%. The rate design
complaint case seeks to reduce Noranda’s electricity
cost with an offsetting increase in electricity cost for
Ameren Missouri’s other customers. The rate design
complaint case asks the MoPSC to expedite its decision
and grant relief by August 1, 2014. The MoPSC has no
60
time requirement by which it must issue an order in
these cases. Ameren Missouri opposes both requests
filed by Noranda and the residential customers and will
vigorously defend itself.
As we continue to experience cost increases and make
infrastructure investments, Ameren Missouri and
Ameren Illinois expect to seek regular electric and natural
gas rate increases and timely cost recovery and tracking
mechanisms from their regulators. Ameren Missouri
expects to file an electric service rate case in July 2014.
Ameren Missouri and Ameren Illinois will also seek, as
necessary, legislative solutions to address cost recovery
pressures and to support investment in their energy
infrastructure. These pressures include a weak economy,
customer conservation efforts, the impacts of energy
efficiency programs, increased investments and expected
future investments for environmental compliance,
system reliability improvements, and new generation
capacity, including renewable energy requirements.
Increased investments also result in higher depreciation
and financing costs. Increased costs are also expected
from rising employee benefit costs, higher property and
income taxes, and higher insurance premiums as a result
of insurance market conditions and industry loss
experience, among other things.
Ameren and Ameren Missouri also are pursuing
recovery from insurers, through litigation, for
reimbursement of unpaid liability insurance claims for a
December 2005 breach of the upper reservoir at
Ameren Missouri’s Taum Sauk pumped-storage
hydroelectric energy center. Ameren’s and Ameren
Missouri’s results of operations, financial position, and
liquidity could be adversely affected if Ameren
Missouri’s remaining liability insurance claims of
$68 million as of December 31, 2013, are not paid by
insurers.
Ameren Missouri’s next scheduled refueling and
maintenance outage at its Callaway energy center will
be in the fall of 2014. During a scheduled outage, which
occurs every 18 months, maintenance expenses
increase relative to non-outage years. Additionally,
depending on the availability of its other generation
sources and the market prices for power, Ameren
Missouri’s purchased power costs may increase and
the amount of excess power available for sale may
decrease versus non-outage years. Changes in
purchased power costs and excess power available for
sale are included in the FAC, resulting in limited
impacts to earnings. Electric operating revenues in
2013 did not fully offset the additional maintenance
costs incurred during the 2013 outage, because
revenues relating to the additional maintenance costs
are recovered over 18 months.
Ameren Missouri continues to evaluate its longer-term
needs for new baseload and peaking electric generation
capacity.
As of December 31, 2013, Ameren Missouri had
capitalized $69 million of costs incurred to license
additional nuclear generation at its Callaway energy
site. If efforts are abandoned or management
‰
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‰
‰
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
was made.
Environmental regulations, as well as future initiatives,
including those related to greenhouse gas emissions,
could result in significant increases in capital
expenditures and operating costs. These expenses
could be prohibitive at some of Ameren Missouri’s
coal-fired energy centers, particularly at its Meramec
energy center. Ameren Missouri’s capital expenditures
are subject to MoPSC prudence reviews, which could
result in cost disallowances as well as prolonged
periods before recovery of these investments occur.
Both Ameren Illinois and ATXI have FERC authorization
to employ a forward-looking rate calculation with an
annual revenue requirement reconciliation for each
company’s electric transmission business. With the
projected rates that became effective on January 1,
2014, Ameren Illinois’ 2014 revenue requirement for its
electric transmission business is expected to increase
by $15 million over 2013 levels due to rate base
growth. With the projected rates that became effective
on January 1, 2014, ATXI’s 2014 revenue requirement
for its electric transmission business is expected to
increase by $21 million over 2013 levels due to rate
base growth, primarily relating to the Illinois Rivers
project.
In November 2013, a customer group filed a complaint
case with FERC seeking a reduction in the allowed
return on common equity, 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.
For additional information regarding recent rate orders
and related appeals, pending requests filed with state
and federal regulatory commissions, Taum Sauk
matters, and separate FERC orders affecting Ameren
Missouri and Ameren Illinois, see Note 2 – Rate and
Regulatory Matters, Note 10 – Callaway Energy Center,
and Note 15 – Commitments and Contingencies under
Part II, Item 8, of this report.
Liquidity and Capital Resources
‰
The Ameren Companies seek to maintain access to the
capital markets at commercially attractive rates in order
to fund their businesses. The Ameren Companies seek
to enhance regulatory frameworks and returns in order
to improve cash flows, credit metrics, and related
access to capital for Ameren’s rate-regulated
businesses.
The use of operating cash flows and short-term
borrowings to fund capital expenditures and other long-
term investments may periodically result in a working
‰
61
‰
‰
‰
capital deficit, as defined by current liabilities exceeding
current assets, as was the case at December 31, 2013.
The working capital deficit as of December 31, 2013,
was primarily the result of current maturities of long-
term debt. Ameren is currently evaluating refinancing
options for these current maturities including, in part,
through the issuance of long-term notes. In addition,
Ameren had $368 million of commercial paper
issuances outstanding as of December 31, 2013. With
the 2012 Credit Agreements, Ameren has access to
$2.1 billion of credit capacity of which $1.7 billion was
available at December 31, 2013.
In May 2014, $425 million of Ameren’s 8.875% senior
unsecured notes and $104 million of Ameren
Missouri’s 5.50% senior secured notes will mature.
Ameren expects to refinance its parent company debt at
a lower interest rate, which will reduce its interest
expense.
Ameren expects its cash used for capital expenditures
and dividends to exceed cash provided by operating
activities over the next few years.
As of December 31, 2013, Ameren had $408 million in
tax benefits from federal and state net operating loss
carryforwards (Ameren Missouri – $64 million and
Ameren Illinois – $95 million) and $118 million in
federal and state income tax credit carryforwards
(Ameren Missouri – $12 million and Ameren Illinois –
none). Consistent with the tax allocation agreement
between Ameren and its subsidiaries, these
carryforwards are expected to partially offset income
tax liabilities in 2014 for Ameren Missouri and for
Ameren and Ameren Illinois into 2016. In addition,
Ameren has $85 million of expected income tax refunds
and state overpayments that will offset income tax
liabilities into 2016. These tax benefits, primarily at the
Ameren (parent) level, when realized, will be available
to finance electric transmission investments,
specifically ATXI’s Illinois Rivers project. These tax
benefits are projected to reduce or eliminate Ameren’s
need to issue additional equity to fund these
investments over the next few years.
‰
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In December 2011, the IRS issued new guidance on the
treatment of amounts paid to acquire, produce, or
improve tangible property and dispositions of such
property with respect to electric transmission,
distribution, and generation assets as well as natural
gas transmission and distribution assets. Final
regulations related to this guidance were issued in
September 2013. Based on a preliminary evaluation of
the new guidance, Ameren expects to use $40 million
(Ameren Missouri – $24 million and Ameren Illinois –
$16 million) in federal income tax net operating loss
carryforward benefits to offset tax liabilities related to
the accounting method change that Ameren expects to
file with the IRS in 2014 in connection with this new
guidance.
In November 2012, the Ameren Companies entered into
multiyear credit agreements that cumulatively provide
$2.1 billion of credit through November 14, 2017. See
Note 4 – Short-term Debt and Liquidity under Part II,
Item 8, of this report for additional information
regarding the 2012 Credit Agreements. Ameren,
Ameren Missouri, and Ameren Illinois believe that their
liquidity is adequate given their expected operating
cash flows, capital expenditures, and related financing
plans. However, there can be no assurance that
significant changes in economic conditions, disruptions
in the capital and credit markets, or other unforeseen
events will not materially affect their ability to execute
their expected operating, capital, or financing plans.
The above items could have a material impact on our
results of operations, financial position, or liquidity.
Additionally, in the ordinary course of business, we evaluate
strategies to enhance our results of operations, financial
position, or liquidity. These strategies may include
acquisitions, divestitures, and opportunities to reduce costs
or increase revenues, and other strategic initiatives to
increase Ameren’s stockholder value. We are unable to
predict which, if any, of these initiatives will be executed.
The execution of these initiatives may have a material
impact on our future results of operations, financial
position, or liquidity.
REGULATORY MATTERS
See Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report.
ACCOUNTING MATTERS
Critical Accounting Estimates
Preparation of the financial statements and related disclosures in compliance with GAAP requires the application of
appropriate technical accounting rules and guidance, as well as the use of estimates. These estimates involve judgments
regarding many factors that in and of themselves could materially affect the financial statements and disclosures. We have
outlined below the critical accounting estimates that we believe are most difficult, subjective, or complex. Any change in the
assumptions or judgments applied in determining the following matters, among others, could have a material impact on future
financial results.
62
Accounting Estimate
Uncertainties Affecting Application
Regulatory Mechanisms and Cost Recovery
The Ameren Companies defer costs in accordance with
authoritative accounting guidance, and make investments
that they assume will be collected in future rates.
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Regulatory environment and external regulatory
decisions and requirements
Anticipated future regulatory decisions and our
assessment of their impact
Impact of deregulation, rate freezes, prudency reviews,
and opposition during the ratemaking process that may
limit our ability to timely recover costs
Ameren Illinois’ assessment of and ability to estimate
the current year’s electric delivery service costs to be
reflected in revenues and recovered from customers in
a subsequent year under the IEIMA performance-based
formula ratemaking process
Ameren Illinois’ and ATXI’s assessment of and ability to
estimate the current year’s electric transmission service
costs to be reflected in revenues and recovered from
customers in a subsequent year under the FERC
ratemaking process
Estimate of revenue recovery from MEEIA
Basis for Judgment
We determine which costs are recoverable by reviewing previous rulings by regulatory authorities in jurisdictions where we
operate and any other factors that may indicate whether cost recovery is probable. If facts and circumstances lead us to
conclude that a recorded regulatory asset is no longer probable of recovery or that plant assets are probable of disallowance,
we record a charge to earnings, which could be material. Ameren Illinois estimates its annual revenue requirement pursuant
to the IEIMA for interim periods by using internal forecasted information, such as projected operations and maintenance
expenses, depreciation expense, taxes other than income taxes, and rate base, as well as published forecasted data regarding
that year’s monthly average yields of the 30-year United States treasury bonds. Ameren Illinois estimates its annual revenue
requirement as of December 31 of each year using that year’s actual operating results and assesses the probability of
recovery of or refund to customers that the ICC will order at the end of the following year. Variations in costs incurred,
investments made, or orders by the ICC or courts can result in a subsequent change in Ameren Illinois’ estimate. Ameren
Illinois and ATXI follow a similar process for their FERC electric transmission businesses. See Note 2 – Rate and Regulatory
Matters under Part II, Item 8, of this report for quantification of these assets for each of the Ameren Companies.
Benefit Plan Accounting
Based on actuarial calculations, we accrue costs of
providing future employee benefits in accordance with
authoritative accounting guidance regarding benefit
plans. See Note 11 – Retirement Benefits under Part II,
Item 8, of this report.
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Future rate of return on pension and other plan assets
Valuation inputs and assumptions used in the fair value
measurements of plan assets excluding those inputs
that are readily observable
Interest rates used in valuing benefit obligations
Health care cost trend rates
Timing of employee retirements and mortality
assumptions
Ability to recover certain benefit plan costs from our
ratepayers
Changing market conditions that may affect investment
and interest rate environments
Impacts of the health care reform legislation enacted in
2010
Basis for Judgment
Our ultimate selection of the discount rate, health care trend rate, and expected rate of return on pension and other
postretirement benefit plan assets is based on our consistent application of assumption-setting methodologies and our
review of available historical, current, and projected rates, as applicable. See Note 11 – Retirement Benefits under Part II,
Item 8, of this report for sensitivity of Ameren’s benefit plans to potential changes in these assumptions.
63
Accounting Estimate
Uncertainties Affecting Application
Accounting for Contingencies
We make judgments and estimates in recording and
disclosing liabilities for claims, litigation, environmental
remediation, the actions of various regulatory agencies, or
other matters that occur in the normal course of business.
We record a loss contingency when it is probable that a
liability has been incurred and the amount of the loss can
be reasonably estimated. A gain contingency is not
recorded until realized or realizable.
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Estimating financial impact of events
Estimating likelihood of various potential outcomes
Regulatory and political environments and
requirements
Outcome of legal proceedings, settlements, or other
factors
Changes in regulation, expected scope of work,
technology or timing of environmental remediation
Basis for Judgment
The determination of a loss contingency requires significant judgment as to the expected outcome of each contingency in
future periods. In making the determination as to the amount of potential loss and the probability of loss, we consider all
available evidence including the expected outcome of potential litigation. If no estimate is better than another within our
range of estimates, we record as our best estimate of a loss the minimum value of our estimated range of outcomes. As
additional information becomes available, we reassess the potential liability related to the contingency and revise our
estimates. In our evaluation of legal matters, management consults with legal counsel and relies on analysis of relevant case
law and legal precedents. See Note 2 – Rate and Regulatory Matters, Note 10 – Callaway Energy Center, Note 15 –
Commitments and Contingencies, and Note 16 – Divestiture Transactions and Discontinued Operations under Part II, Item 8,
of this report for information on the Ameren Companies’ contingencies.
Accounting for Income Taxes
Based on authoritative accounting guidance, we record
the provision for income taxes, deferred tax assets and
liabilities, and a valuation allowance against net deferred
tax assets, if any. See Note 13 – Income Taxes under Part
II, Item 8, of this report.
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Changes in business, industry, laws, technology, or
economic and market conditions affecting forecasted
financial condition and/or results of operations
Estimates of the amount and character of future taxable
income
Enacted tax rates applicable to taxable income in years
in which temporary differences are recovered or settled
Effectiveness of implementing tax planning strategies
Changes in income tax laws
Results of audits and examinations of filed tax returns
by taxing authorities
Basis for Judgment
The reporting of tax-related assets requires the use of estimates and significant management judgment. Deferred tax assets
are recorded representing future effects on income taxes for temporary differences between the bases of assets for financial
reporting and tax purposes. Although management believes that current estimates for deferred tax assets are reasonable,
actual results could differ from these estimates for a variety of reasons including change in forecasted financial condition
and/or results of operations, change in income tax laws or enacted tax rates, the form, structure, and timing of asset or stock
sales or dispositions, and results of audits and examinations of filed tax returns by taxing authorities. Valuation allowances
against deferred tax assets are recorded when management concludes it is more likely than not such asset will not be
realized in future periods. Accounting for income taxes also requires that only tax benefits for positions taken or expected to
be taken on tax returns that meet the more-likely-than-not recognition threshold can be recognized or continue to be
recognized. Management evaluates each position solely on the technical merits and facts and circumstances of the position,
assuming that the position will be examined by a taxing authority that has full knowledge of all relevant information.
Significant judgment is required to determine recognition thresholds and the related amount of tax benefits to be recognized.
At each period-end, and as new developments occur, management reevaluates its tax positions. See Note 13 – Income Taxes
under Part II, Item 8, of this report for the amount of deferred tax assets and uncertain tax positions recorded at
December 31, 2013.
64
Accounting Estimate
Unbilled Revenue
At the end of each period, Ameren, Ameren Missouri, and
Ameren Illinois project expected usage and estimate the
amount of revenue to record for services that have been
provided to customers but not yet billed.
Uncertainties Affecting Application
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Projecting customer energy usage
Estimating impacts of weather and other usage-
affecting factors for the unbilled period
Estimating loss of energy during transmission and
delivery
Basis for Judgment
We base our estimate of unbilled revenue each period on the volume of energy delivered, as valued by a model of billing
cycles and historical usage rates and growth or contraction by customer class for our service area. This figure is then
adjusted for the modeled impact of seasonal and weather variations based on historical results. See the balance sheets for
each of the Ameren Companies under Part II, Item 8, of this report for unbilled revenue amounts.
Impact of Future Accounting Pronouncements
See Note 1 – Summary of Significant Accounting Policies under Part II, Item 8, of this report.
EFFECTS OF INFLATION AND CHANGING PRICES
Ameren’s rates for retail electric and natural gas utility
service are regulated by the MoPSC and the ICC. Nonretail
electric rates are regulated by FERC. Rate regulation is
generally based on the recovery of historical or projected
costs. As a result, revenue increases could lag behind
changing prices. Ameren Illinois elected to participate in the
performance-based formula ratemaking process pursuant
to the IEIMA for its electric delivery service business.
Ameren Illinois’ participation in this formula ratemaking
process will terminate if the average residential rate
increases by more than 2.5% annually from June 2011
through May 2014. The average residential rate includes
generation service, which is outside of Ameren Illinois’
control. Ameren Illinois is required to purchase all of its
power through procurement processes administered by the
IPA. The cost of procured power can be affected by
inflation. Within the IEIMA formula, the monthly average
yields of 30-year United States treasury bonds are the basis
for Ameren Illinois’ return on equity. Therefore, there is a
direct correlation between the yield of United States
treasury bonds, which are affected by inflation, and the
earnings of Ameren Illinois’ electric distribution business.
Inflation affects our operations, earnings, stockholders’
equity, and financial performance.
The current replacement cost of our utility plant
substantially exceeds our recorded historical cost. Under
existing regulatory practice, only the historical cost of plant is
recoverable from customers. As a result, cash flows designed
to provide recovery of historical costs through depreciation
might not be adequate to replace plant in future years.
Ameren Missouri recovers the cost of fuel for electric
generation and the cost of purchased power by adjusting
rates as allowed through the FAC. Ameren Illinois recovers
power supply costs from electric customers by adjusting
rates through a rider mechanism to accommodate changes
in power prices.
Ameren Missouri, Ameren Illinois and ATXI are
affected by changes in the cost of electric transmission
services. FERC regulates the rates charged and the terms
and conditions for electric wholesale and unbundled retail
transmission services. Because they are members of MISO,
Ameren Missouri’s, Ameren Illinois’ and ATXI’s
transmission rates are calculated in accordance with the
rate formulas contained in MISO’s FERC-approved tariff.
Under the MISO OATT, a portion of the revenue
requirement related to certain projects eligible for cost
sharing is allocated to multiple MISO pricing zones. The
remaining revenue requirement is assigned to the pricing
zone where the transmission assets are located. Ameren
Missouri uses a rate formula that is updated in June of each
year. It is based on the prior year’s cost data. The Ameren
Missouri zonal rate is charged to wholesale customers in
the AMMO pricing zone. This zonal rate is not directly
charged to Missouri retail customers, because the MoPSC
includes transmission-related costs in setting bundled retail
rates in Missouri. Ameren Illinois and ATXI have received
FERC approval to use company-specific, forward-looking
rate formula templates in setting their transmission rates.
These forward-looking rates are updated each January with
forecasted information, with a subsequent reconciliation
during the year to adjust for the actual revenue requirement
and actual billed revenues, which will be used to adjust
billing rates in a subsequent year. In Illinois, the AMIL
pricing zone rate is charged directly to wholesale customers
and alternative retail electric suppliers that serve unbundled
retail load. For those Ameren Illinois retail customers that
do not choose an alternative retail electric supplier, the
AMIL transmission rate, as well as other MISO-related
transmission costs, is collected through the retail
transmission service rider mechanism.
In our Missouri and Illinois retail natural gas utility
jurisdictions, changes in natural gas costs are generally
reflected in billings to natural gas customers through PGA
clauses.
See Note 2 – Rate and Regulatory Matters under Part
II, Item 8, of this report for additional information on the
cost recovery mechanisms.
65
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of changes in value of a physical
asset or a financial instrument, derivative or nonderivative,
caused by fluctuations in market variables such as interest
rates, commodity prices, and equity security prices. A
derivative is a contract whose value is dependent on, or
derived from, the value of some underlying asset or index.
The following discussion of our risk management activities
includes forward-looking statements that involve risks and
uncertainties. Actual results could differ materially from
those projected in the forward-looking statements. We
handle market risks in accordance with established policies,
which may include entering into various derivative
Interest Rate Risk
We are exposed to market risk through changes in
interest rates associated with:
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long-term and short-term variable-rate debt;
fixed-rate debt;
auction-rate long-term debt; and
defined pension and postretirement benefit plans.
We manage our interest rate exposure by controlling
the amount of debt instruments within our total
capitalization portfolio and by monitoring the effects of
market changes on interest rates. For defined pension and
postretirement benefit plans, we control the duration and
the portfolio mix of our plan assets.
The following table presents the estimated increase in
our annual interest expense and decrease in net income if
interest rates were to increase by 1% on variable-rate debt
outstanding at December 31, 2013:
Interest Expense
Net Income(a)
Ameren . . . . . . . . . . . . . . . . . .
Ameren Missouri
. . . . . . . . . .
Ameren Illinois . . . . . . . . . . . .
$
6
2
(b)
$
(4)
(1)
(b)
(a) Calculations are based on an estimated tax rate of 38%, 38% and
40% for Ameren, Ameren Missouri and Ameren Illinois,
respectively.
(b) Less than $1 million.
Credit Risk
Credit risk represents the loss that would be
recognized if counterparties should fail to perform as
contracted. Exchange-traded contracts are supported by the
financial and credit quality of the clearing members of the
respective exchanges and have nominal credit risk. In all
other transactions, we are exposed to credit risk in the
event of nonperformance by the counterparties to the
transaction. See Note 7 – Derivative Financial Instruments
under Part II, Item 8, of this report for information on the
potential loss on counterparty exposure as of December 31,
2013.
transactions. In the normal course of business, we also face
risks that are either nonfinancial or nonquantifiable. Such
risks, principally business, legal, and operational risks, are
not part of the following discussion.
Our risk management objectives are to optimize our
physical generating assets and to pursue market
opportunities within prudent risk parameters. Our risk
management policies are set by a risk management steering
committee, which is composed of senior-level Ameren
officers, with Ameren board of directors oversight.
Our rate-regulated revenues are primarily derived from
sales or delivery of electricity and natural gas to customers
in Missouri and Illinois. Our physical and financial
instruments are subject to credit risk consisting of trade
accounts receivables and executory contracts with market
risk exposures. The risk associated with trade receivables is
mitigated by the large number of customers in a broad
range of industry groups who make up our customer base.
At December 31, 2013, no nonaffiliated customer
represented more than 10%, in the aggregate, of our
accounts receivable. Additionally, Ameren Illinois has risk
associated with the purchase of receivables. The Illinois
Public Utilities Act requires Ameren Illinois to establish
electric utility consolidated billing and purchase of
receivables services. At the option of an alternative retail
electric supplier, Ameren Illinois is required to purchase the
supplier’s receivables relating to Ameren Illinois’ delivery
service customers who elected to receive power supply
from the alternative retail electric supplier. When that option
is selected, Ameren Illinois produces consolidated bills for
the applicable retail customers reflecting charges for
electric delivery service and purchased receivables. As of
December 31, 2013, Ameren Illinois’ balance of purchased
accounts receivable associated with the utility consolidated
billing and purchase of receivables services was
$26 million. The risk associated with Ameren Illinois’
electric and natural gas trade receivables is also mitigated
by a rate adjustment mechanism that allows Ameren Illinois
to recover the difference between its actual net bad debt
write-offs under GAAP and the amount of net bad debt
write-offs included in its base rates. Ameren Missouri and
Ameren Illinois continue to monitor the impact of increasing
rates on customer collections. Ameren Missouri and
Ameren Illinois make adjustments to their respective
allowance for doubtful accounts as deemed necessary to
ensure that such allowances are adequate to cover
estimated uncollectible customer account balances.
Ameren, Ameren Missouri and Ameren Illinois may
have credit exposure associated with off-system or
wholesale purchase and sale activity with nonaffiliated
companies. At December 31, 2013, Ameren’s and Ameren
Missouri’s combined credit exposure to nonaffiliated
trading counterparties deemed below investment grade
either through external or internal credit evaluations, net of
collateral, was less than $1 million (2012 – $2 million).
66
We establish credit limits for these counterparties and
monitor the appropriateness of these limits on an ongoing
basis through a credit risk management program.
Monitoring involves daily exposure reporting to senior
management, master trading and netting agreements, and
credit support, such as letters of credit and parental
guarantees. We also analyze each counterparty’s financial
condition before we enter into sales, forwards, swaps,
futures, or option contracts.
On December 2, 2013, Ameren completed the
divestiture of New AER to IPH. The transaction agreement
between Ameren and IPH requires Ameren, for up to 24
months after the closing of the divestiture of New AER, to
maintain its financial obligations in existence as of the date
of the closing under all credit support arrangements or
obligations with respect to New AER and its subsidiaries.
Ameren must also provide any additional credit support that
may be contractually required pursuant to any of the
contracts of New AER, and its subsidiaries as of the closing.
IPH, New AER and its subsidiaries and Dynegy have agreed
to indemnify Ameren for certain losses relating to this credit
support. IPH’s indemnification obligations are secured by
certain AERG and Genco assets. However, these
indemnification obligations and security interests might not
cover all losses incurred by Ameren in connection with this
credit support. In addition, Dynegy emerged from its
Chapter 11 bankruptcy case on October 1, 2012, and, as of
December 31, 2013, Dynegy’s credit ratings were sub-
investment grade. IPH, New AER and its subsidiaries also
do not have investment grade credit ratings. Dynegy, IPH,
New AER, or their subsidiaries might not be able to pay
their indemnity and other obligations under the transaction
agreement, Marketing Company’s note to Ameren, or
Dynegy’s limited guarantee to Ameren, which could have a
material adverse impact on Ameren’s results of operations,
financial position, and liquidity. As of December 31, 2013,
the balance of the Marketing Company note to Ameren was
$18 million. As of December 31, 2013, Ameren provided
$190 million in guarantees and letters of credit totaling $11
million relating to its credit support of New AER.
Equity Price Risk
Our costs for providing defined benefit retirement and
postretirement benefit plans are dependent upon a number
of factors, including the rate of return on plan assets.
Ameren manages plan assets in accordance with the
“prudent investor” guidelines contained in ERISA. Ameren’s
goal is to ensure that sufficient funds are available to
provide benefits at the time they are payable while also
maximizing total return on plan assets and minimizing
expense volatility consistent with its tolerance for risk.
Ameren delegates investment management to specialists.
Where appropriate, Ameren provides the investment
manager with guidelines that specify allowable and
prohibited investment types. Ameren regularly monitors
manager performance and compliance with investment
guidelines.
The expected return on plan assets is based on
historical and projected rates of return for current and
planned asset classes in the investment portfolio. Projected
rates of return for each asset class are estimated after an
analysis of historical experience, future expectations, and
the volatility of the various asset classes. After considering
the target asset allocation for each asset class, we adjust
the overall expected rate of return for the portfolio for
historical and expected experience of active portfolio
management results compared with benchmark returns,
and for the effect of expenses paid from plan assets.
In future years, the costs of such plans will be reflected
in net income, or regulatory assets. Contributions to the
plans could increase materially if we do not achieve pension
and postretirement asset portfolio investment returns equal
to or in excess of our 2014 assumed return on plan assets
of 7.25% and 7.00%, respectively.
Ameren Missouri also maintains a trust fund, as
required by the NRC and Missouri law, to fund certain costs
of nuclear plant decommissioning. As of December 31,
2013, this fund was invested in domestic equity securities
(68%) and debt securities (32%). As of December 31, 2013,
the trust fund totaled $494 million (2012 – $408 million). By
maintaining a portfolio that includes long-term equity
investments, Ameren Missouri seeks to maximize the returns
to be used to fund nuclear decommissioning costs within
acceptable parameters of risk. However, the equity securities
included in the portfolio are exposed to price fluctuations in
equity markets. The debt securities are exposed to changes
in interest rates. Ameren Missouri actively monitors the
portfolio by benchmarking the performance of its
investments against certain indices and by maintaining and
periodically reviewing established target allocation
percentages of the assets of the trust to various investment
options. Ameren Missouri’s exposure to equity price market
risk is in large part mitigated because Ameren Missouri is
currently allowed to recover its decommissioning costs,
which would include unfavorable investment results, through
electric rates.
Additionally, Ameren has company-owned life
insurance contracts that are used to support Ameren’s
deferred compensation plans. These life insurance contracts
include equity and debt investments that are exposed to
price fluctuations in equity markets and to changes in
interest rates.
Commodity Price Risk
With regard to Ameren Missouri’s and Ameren Illinois’
electric and natural gas distribution businesses, exposure to
changing market prices is in large part mitigated by the fact
that there are cost recovery mechanisms in place. These cost
recovery mechanisms allow Ameren Missouri and Ameren
Illinois to pass on to retail customers prudently incurred
costs for fuel, purchased power, and natural gas supply.
Ameren Missouri’s and Ameren Illinois’ strategy is
designed to reduce the effect of market fluctuations for their
regulated customers. The effects of price volatility cannot
67
be eliminated. However, procurement strategies involve risk
management techniques and instruments, as well as the
management of physical assets.
Ameren Missouri has a FAC that allows it to recover,
through customer rates, 95% of changes in fuel, certain
fuel additives, emission allowances, purchased power
costs, transmission costs and revenues, and MISO costs
and revenues, net of off-system sales revenues, greater or
less than the amount set in base rates, without a traditional
rate proceeding, subject to MoPSC prudency review.
Ameren Missouri remains exposed to the remaining 5% of
such changes.
Even with the FAC, Ameren Missouri enters into
derivative contracts to hedge prices of electricity, coal and
coal transportation for its customers as discussed above.
Ameren Missouri also attempts to mitigate financial risks
through risk management programs and policies, which
include forward-hedging programs, and the use of derivative
financial instruments (primarily forward contracts, futures
contracts, option contracts, and financial swap contracts).
However, a portion of the generation capacity of Ameren
Missouri is not contracted through physical or financial
hedge arrangements and is therefore exposed to volatility in
market prices. If power prices were to decrease by 1% on
unhedged economic generation for 2014 through 2018,
Ameren Missouri earnings would decrease by less than
$1 million, based on an 36% effective tax rate.
Ameren Illinois has a cost recovery mechanism for
power purchased on behalf of its customers. Ameren
Illinois does not generate earnings based on the resale of
power but rather on the delivery of energy. Ameren Illinois
primarily purchases power through MISO with additional
procurement events administered by the IPA. The IPA has
proposed and the ICC has approved multiple energy
procurement events covering portions of years through
2017. By the end of 2013, approximately 768,000 retail
customers, representing 72% of Ameren Illinois’ annual
retail kilowatthour sales, had elected to purchase their
electricity from an alternative retail electric supplier. The
percentage of retail customers, especially residential
customers, who elected to purchase power from a different
provider than Ameren Illinois increased substantially over
the last two years. For periods where existing power
purchases through the IPA exceed the demand for
customers taking power from Ameren Illinois, the IPA has
proposed, and the ICC has approved, that excess
purchases will settle in the MISO market, thus resulting in
a credit to customers who take supply from Ameren Illinois
fixed-price tariffs. Ameren Illinois expects full recovery of
its purchased power costs.
Ameren Missouri and Ameren Illinois have PGA
clauses that permit costs incurred for natural gas to be
recovered directly from utility customers without a
traditional rate proceeding, subject to prudency review.
The following table presents, as of December 31, 2013, the percentages of the projected required supply of coal and coal
transportation for Ameren Missouri’s coal-fired energy centers, nuclear fuel for Ameren Missouri’s Callaway energy center,
natural gas for Ameren Missouri’s CTs and retail distribution, as appropriate, and purchased power for Ameren Illinois, which
does not own generation, that are price-hedged over the period 2014 through 2018. The projected required supply of these
commodities could be significantly affected by changes in our assumptions about customer demand for our electric generation
and our electric and natural gas distribution services, generation output, and inventory levels, among other matters.
2014
2015
2016 – 2018
Ameren(a):
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Coal
Coal transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nuclear fuel
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas for generation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas for distribution(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchased power for Ameren Illinois(c)
Ameren Missouri:
Coal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Coal transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nuclear fuel
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas for generation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas for distribution(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas for distribution(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchased power(c)
100%
100
100
27
78
100
100%
100
100
27
84
77%
100
100%
100
100
22
27
85
100%
100
100
22
29
26%
85
70%
65
66
3
7
20
70%
65
66
3
18
5%
20
Includes intercompany eliminations.
(a)
(b) Represents the percentage of natural gas price-hedged for peak winter season of November through March. The year 2014 represents January
2014 through March 2014. The year 2015 represents November 2014 through March 2015. This continues each successive year through
March 2018.
(c) Represents the percentage of purchased power price-hedged for fixed-price residential and small commercial customers with less than one
megawatt of demand.
68
With regard to our exposure for commodity price risk
for construction and maintenance activities, Ameren is
exposed to changes in market prices for metal commodities
and to labor availability.
See Transmission and Supply of Electric Power under
Part I, Item 1, of this report for the percentages of our
historical needs satisfied by coal, nuclear power, natural
gas, hydroelectric power, and oil. Also see Note 15 –
Commitments and Contingencies under Part II, Item 8, of
this report for additional information.
Commodity Supplier Risk
The use of ultra-low-sulfur coal is part of Ameren
Missouri’s environmental compliance strategy. Ameren
Missouri has a multiyear agreement to purchase ultra-low-
sulfur coal through 2017 to comply with environmental
regulations. The coal contract is with a single supplier.
Disruptions of the deliveries of that ultra-low-sulfur coal
from the supplier could compromise Ameren Missouri’s
ability to operate in compliance with emission standards.
Other sources of ultra-low-sulfur coal are limited, and the
construction of pollution control equipment requires
significant lead time if Ameren Missouri were to experience
a temporary disruption of ultra-low-sulfur coal deliveries
that caused it to exhaust its existing inventory, and if other
sources of ultra-low-sulfur coal were not available, Ameren
Missouri would use its existing emission allowances or
purchase emission allowances to achieve compliance with
environmental regulations.
Currently, the Callaway energy center uses nuclear fuel
assemblies of a design fabricated by only a single supplier.
That supplier is currently the only NRC-licensed supplier
able to provide assemblies to the Callaway energy center. If
Ameren Missouri would decide to change suppliers or
change the type of fuel assembly design the Callaway
energy center uses, it could take up to 3 years of analysis
and licensing effort to be in a position to use nuclear fuel
assemblies fabricated from a different NRC-licensed nuclear
fuel supplier.
Fair Value of Contracts
We use derivatives principally to manage the risk of changes in market prices for natural gas, diesel, power, and uranium.
The following table presents the favorable (unfavorable) changes in the fair value of all derivative contracts marked-to-market
during the year ended December 31, 2013. We use various methods to determine the fair value of our contracts. In accordance
with authoritative accounting guidance for fair value hierarchy levels, the sources we used to determine the fair value of these
contracts were active quotes (Level 1), inputs corroborated by market data (Level 2), and other modeling and valuation
methods that are not corroborated by market data (Level 3). See Note 8 – Fair Value Measurements under Part II, Item 8, of
this report for further information regarding the methods used to determine the fair value of these contracts.
Fair value of contracts at beginning of year, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contracts realized or otherwise settled during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in fair values attributable to changes in valuation technique and assumptions . . . . . . . . . . . . . . . . . . .
Fair value of new contracts entered into during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other changes in fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
3
(7)
-
17
(4)
(204) $
84
-
(4)
(29)
(201)
77
-
13
(33)
Fair value of contracts outstanding at end of year, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
9
$
(153) $
(144)
Ameren
Missouri
Ameren
Illinois
Ameren
69
The following table presents maturities of derivative contracts as of December 31, 2013, based on the hierarchy levels
used to determine the fair value of the contracts:
Sources of Fair Value
Maturity
Less Than
1 Year
Maturity
1-3 Years
Maturity
4-5 Years
Maturity in
Excess of
5 Years
Total
Fair Value
Ameren Missouri:
Level 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Level 2(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Level 3(b)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois:
Level 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Level 2(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Level 3(b)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren:
Level 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Level 2(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Level 3(b)
$
$
$
$
$
(2) $
(1)
18
$
$
15
-
(26)
(9)
$
-
(4)
-
(4) $
$
-
(19)
(21)
(35) $
(40) $
(2) $
(27)
9
$
-
(23)
(21)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(20) $
(44) $
-
(1)
-
(1)
-
-
(20)
(20)
-
(1)
(20)
(21)
$
$
$
$
$
$
-
(1)
-
(1)
-
-
(58)
(58)
-
(1)
(58)
(59)
$
$
$
$
$
$
(2)
(7)
18
9
-
(45)
(108)
(153)
(2)
(52)
(90)
(144)
(a) Principally fixed-price vs. floating over-the-counter power swaps, power forwards, and fixed-price vs. floating over-the-counter natural gas
swaps.
(b) Principally power forward contract values based on information from external sources, historical results, and our estimates. Level 3 also
includes option contract values based on a Black-Scholes model.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
of Ameren Corporation:
In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all
material respects, the financial position of Ameren Corporation and its subsidiaries at December 31, 2013 and 2012, and the
results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in
conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the
financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the
information set forth therein when read in conjunction with the related consolidated financial statements. Also, in our opinion,
the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013,
based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO 1992). The Company’s management is responsible for these financial
statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal
Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial
statements, on the financial statement schedules, and on the Company’s internal control over financial reporting based on our
integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement and whether effective internal control over financial
reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
70
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
March 3, 2014
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
of Union Electric Company:
In our opinion, the financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects,
the financial position of Union Electric Company at December 31, 2013 and 2012, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally
accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index
appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in
conjunction with the related financial statements. These financial statements and financial statement schedule are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
March 3, 2014
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
of Ameren Illinois Company:
In our opinion, the financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects,
the financial position of Ameren Illinois Company at December 31, 2013 and 2012, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles
generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the
index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in
conjunction with the related financial statements. These financial statements and financial statement schedule are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
March 3, 2014
71
AMEREN CORPORATION
CONSOLIDATED STATEMENT OF INCOME (LOSS)
(In millions, except per share amounts)
Year Ended December 31,
2012
2013
2011
Operating Revenues:
Electric
Gas
Total operating revenues
Operating Expenses:
Fuel
Purchased power
Gas purchased for resale
Other operations and maintenance
Taum Sauk regulatory disallowance
Depreciation and amortization
Taxes other than income taxes
Total operating expenses
Operating Income
Other Income and Expenses:
Miscellaneous income
Miscellaneous expense
Total other income
Interest Charges
Income Before Income Taxes
Income Taxes
Income from Continuing Operations
Income (Loss) from Discontinued Operations, Net of Taxes (Note 16)
Net Income (Loss)
Less: Net Income (Loss) Attributable to Noncontrolling Interests:
Continuing Operations
Discontinued Operations
Net Income (Loss) Attributable to Ameren Corporation:
Continuing Operations
Discontinued Operations
Net Income (Loss) Attributable to Ameren Corporation
Earnings (Loss) per Common Share – Basic:
Continuing Operations
Discontinued Operations
Earnings (Loss) per Common Share – Basic
Earnings (Loss) per Common Share – Diluted:
Continuing Operations
Discontinued Operations
Earnings (Loss) per Common Share – Diluted
Dividends per Common Share
Average Common Shares Outstanding – Basic
Average Common Shares Outstanding – Diluted
$
$
$
$
$
$
$
4,832
1,006
5,838
845
502
526
1,617
-
706
458
4,654
1,184
69
26
43
398
829
311
518
(223)
295
6
-
512
(223)
289
2.11
(0.92)
1.19
2.10
(0.92)
1.18
1.600
242.6
244.5
$
$
$
$
$
$
$
4,857
924
5,781
714
780
472
1,511
-
673
443
4,593
1,188
70
37
33
392
829
307
522
(1,496)
(974)
6
(6)
516
(1,490)
(974)
2.13
(6.14)
(4.01)
2.13
(6.14)
(4.01)
1.600
242.6
243.0
$
$
$
$
$
$
$
5,147
1,001
6,148
866
952
570
1,562
89
643
433
5,115
1,033
68
23
45
387
691
254
437
89
526
6
1
431
88
519
1.79
0.36
2.15
1.79
0.36
2.15
1.555
241.5
242.1
The accompanying notes are an integral part of these consolidated financial statements.
72
AMEREN CORPORATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(In millions)
Year Ended December 31,
2012
2013
2011
Income from Continuing Operations
$
518
$
522
$
437
Other Comprehensive Income (Loss), Net of Taxes:
Pension and other postretirement benefit plan activity, net of income
taxes (benefit) of $16, $(6), and $(14), respectively
Comprehensive Income from Continuing Operations
Less: Comprehensive Income from Continuing Operations Attributable
to Noncontrolling Interests
Comprehensive Income from Continuing Operations Attributable to
Ameren Corporation
Income (Loss) from Discontinued Operations, Net of Taxes
Other Comprehensive Income (Loss) from Discontinued Operations,
Net of Income Taxes (Benefit) of $(10), $40, and $(14), respectively
30
548
6
542
(223)
(18)
(8)
514
6
508
(1,496)
(19)
418
6
412
89
58
(20)
Comprehensive Income (Loss) from Discontinued Operations
Less: Comprehensive Income from Discontinued Operations
Attributable to Noncontrolling Interest
Comprehensive Income (Loss) from Discontinued Operations Attributable
to Ameren Corporation
(241)
(1,438)
1
2
(242)
(1,440)
69
(5)
74
Comprehensive Income (Loss) Attributable to Ameren Corporation
$
300
$
(932)
$
486
The accompanying notes are an integral part of these consolidated financial statements.
73
AMEREN CORPORATION
CONSOLIDATED BALANCE SHEET
(In millions, except per share amounts)
Current Assets:
ASSETS
Cash and cash equivalents
Accounts receivable – trade (less allowance for doubtful accounts of $18 and $17, respectively)
Unbilled revenue
Miscellaneous accounts and notes receivable
Materials and supplies
Current regulatory assets
Current accumulated deferred income taxes, net
Other current assets
Assets of discontinued operations (Note 16)
Total current assets
Property and Plant, Net
Investments and Other Assets:
Nuclear decommissioning trust fund
Goodwill
Intangible assets
Regulatory assets
Other assets
Total investments and other assets
TOTAL ASSETS
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt
Short-term debt
Accounts and wages payable
Taxes accrued
Interest accrued
Customer deposits
Mark-to-market derivative liabilities
Current regulatory liabilities
Other current liabilities
Liabilities of discontinued operations (Note 16)
Total current liabilities
Long-term Debt, Net
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net
Accumulated deferred investment tax credits
Regulatory liabilities
Asset retirement obligations
Pension and other postretirement benefits
Other deferred credits and liabilities
Total deferred credits and other liabilities
Commitments and Contingencies (Notes 2, 10, 15 and 16)
Ameren Corporation Stockholders’ Equity:
Common stock, $.01 par value, 400.0 shares authorized – shares outstanding of 242.6
Other paid-in capital, principally premium on common stock
Retained earnings
Accumulated other comprehensive income (loss)
Total Ameren Corporation stockholders’ equity
Noncontrolling Interests
Total equity
TOTAL LIABILITIES AND EQUITY
December 31,
2013
2012
$
$
$
30
404
304
196
526
156
106
85
165
1,972
16,205
494
411
22
1,240
698
2,865
21,042
534
368
806
55
86
105
52
216
194
45
2,461
5,504
3,166
63
1,705
369
466
622
6,391
$
$
$
184
354
291
71
570
247
170
98
1,611
3,596
15,348
408
411
14
1,786
667
3,286
22,230
355
-
533
49
89
107
92
100
168
1,193
2,686
5,802
3,186
70
1,589
349
1,138
643
6,975
2
5,632
907
3
6,544
142
6,686
21,042
$
2
5,616
1,006
(8)
6,616
151
6,767
22,230
$
The accompanying notes are an integral part of these consolidated financial statements.
74
AMEREN CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
Cash Flows From Operating Activities:
Net income (loss)
(Income) loss from discontinued operations, net of tax
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
$
Depreciation and amortization
Amortization of nuclear fuel
Amortization of debt issuance costs and premium/discounts
Deferred income taxes and investment tax credits, net
Allowance for equity funds used during construction
Stock-based compensation costs
Taum Sauk regulatory disallowance
Other
Changes in assets and liabilities:
Receivables
Materials and supplies
Accounts and wages payable
Taxes accrued
Assets, other
Liabilities, other
Pension and other postretirement benefits
Counterparty collateral, net
Premiums paid on long-term debt repurchases
Net cash provided by operating activities – continuing operations
Net cash provided by operating activities – discontinued operations
Net cash provided by operating activities
Cash Flows From Investing Activities:
Capital expenditures
Nuclear fuel expenditures
Purchases of securities – nuclear decommissioning trust fund
Sales and maturities of securities – nuclear decommissioning trust fund
Tax grants received related to renewable energy properties
Other
Net cash used in investing activities – continuing operations
Net cash used in investing activities – discontinued operations
Net cash used in investing activities
Cash Flows From Financing Activities:
Dividends on common stock
Dividends paid to noncontrolling interest holders
Short-term debt and credit facility repayments, net
Redemptions, repurchases, and maturities of long-term debt
Issuances:
Long-term debt
Common stock
Capital issuance costs
Advances received for construction
Repayments of advances received for construction
Net cash used in financing activities – continuing operations
Net cash used in financing activities – discontinued operations
Net cash used in financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Less: cash and cash equivalents at end of year – discontinued operations
Cash and cash equivalents at end of year – continuing operations
Noncash financing activity – dividends on common stock
$
$
Year Ended December 31,
2012
2013
2011
295
223
666
71
24
410
(37)
27
-
23
(60)
60
81
(195)
2
33
(28)
41
-
1,636
57
1,693
(1,379)
(45)
(214)
196
-
2
(1,440)
(283)
(1,723)
(388)
(6)
368
(399)
278
-
(2)
1
(1)
(149)
-
(149)
(179)
209
30
-
30
-
$
(974)
1,496
$
633
83
20
257
(36)
29
-
(7)
30
(28)
(34)
(4)
(6)
65
(23)
41
(138)
1,404
286
1,690
(1,063)
(91)
(403)
384
18
2
(1,153)
(157)
(1,310)
(382)
(6)
(148)
(760)
882
-
(16)
4
-
(426)
-
(426)
(46)
255
209
25
184
(7)
$
$
$
$
526
(89)
602
61
16
262
(34)
17
89
1
200
(29)
(28)
(5)
59
(85)
(100)
36
-
1,499
379
1,878
(881)
(62)
(220)
199
-
15
(949)
(99)
(1,048)
(375)
(6)
(481)
(155)
-
65
-
5
(73)
(1,020)
(100)
(1,120)
(290)
545
255
7
248
-
The accompanying notes are an integral part of these consolidated financial statements.
75
AMEREN CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(In millions)
Common Stock:
Beginning of year
Shares issued
Common stock, end of year
Other Paid-in Capital:
Beginning of year
Shares issued
Stock-based compensation activity
Other paid-in capital, end of year
Retained Earnings:
Beginning of year
Net income (loss) attributable to Ameren Corporation
Dividends
Retained earnings, end of year
Accumulated Other Comprehensive Income (Loss):
Derivative financial instruments, beginning of year
Change in derivative financial instruments
Divestiture of derivative financial instruments (Note 16)
Derivative financial instruments, end of year
Deferred retirement benefit costs, beginning of year
Change in deferred retirement benefit costs
Divestiture of deferred retirement benefit costs (Note 16)
Deferred retirement benefit costs, end of year
Total accumulated other comprehensive income (loss), end of year
December 31,
2012
2013
2011
$
$
2
-
2
$
2
-
2
2
-
2
5,616
-
16
5,632
1,006
289
(388)
907
25
(21)
(4)
-
(33)
29
7
3
3
5,598
-
18
5,616
2,369
(974)
(389)
1,006
7
18
-
25
(57)
24
-
(33)
(8)
5,520
65
13
5,598
2,225
519
(375)
2,369
-
7
-
7
(17)
(40)
-
(57)
(50)
Total Ameren Corporation Stockholders’ Equity
$
6,544
$
6,616
$ 7,919
Noncontrolling Interests:
Beginning of year
Net income attributable to noncontrolling interest holders
Dividends paid to noncontrolling interest holders
Divestiture of noncontrolling interest (Note 16)
Other
Noncontrolling interests, end of year
Total Equity
Common stock shares at beginning of year
Shares issued
Common stock shares at end of year
151
6
(6)
(9)
-
142
149
-
(6)
-
8
151
154
7
(6)
-
(6)
149
$
6,686
$
6,767
$ 8,068
242.6
-
242.6
242.6
-
242.6
240.4
2.2
242.6
The accompanying notes are an integral part of these consolidated financial statements.
76
UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)
STATEMENT OF INCOME AND COMPREHENSIVE INCOME
(In millions)
Year Ended December 31,
2012
2013
2011
Operating Revenues:
Electric
Gas
Other
Total operating revenues
Operating Expenses:
Fuel
Purchased power
Gas purchased for resale
Other operations and maintenance
Taum Sauk regulatory disallowance
Depreciation and amortization
Taxes other than income taxes
Total operating expenses
Operating Income
Other Income and Expenses:
Miscellaneous income
Miscellaneous expense
Total other income
Interest Charges
Income Before Income Taxes
Income Taxes
Net Income
Other Comprehensive Income
Comprehensive Income
Net Income
Preferred Stock Dividends
Net Income Available to Common Stockholder
$
3,379
161
1
3,541
$
3,132
139
1
3,272
$ 3,222
156
5
3,383
845
127
78
915
-
454
319
2,738
803
58
11
47
210
640
242
398
-
398
398
3
395
$
$
$
714
78
64
827
-
440
304
866
104
77
934
89
408
296
2,427
845
2,774
609
63
14
49
223
671
252
419
-
419
419
3
416
$
$
$
61
10
51
209
451
161
290
-
290
290
3
287
$
$
$
The accompanying notes as they relate to Ameren Missouri are an integral part of these financial statements.
77
UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)
BALANCE SHEET
(In millions, except per share amounts)
Current Assets:
ASSETS
Cash and cash equivalents
Advances to money pool
Accounts receivable – trade (less allowance for doubtful accounts of $5 and $5, respectively)
Accounts receivable – affiliates
Unbilled revenue
Miscellaneous accounts and notes receivable
Materials and supplies
Current regulatory assets
Other current assets
Total current assets
Property and Plant, Net
Investments and Other Assets:
Nuclear decommissioning trust fund
Intangible assets
Regulatory assets
Other assets
Total investments and other assets
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt
Borrowings from money pool
Accounts and wages payable
Accounts payable – affiliates
Taxes accrued
Interest accrued
Current regulatory liabilities
Other current liabilities
Total current liabilities
Long-term Debt, Net
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net
Accumulated deferred investment tax credits
Regulatory liabilities
Asset retirement obligations
Pension and other postretirement benefits
Other deferred credits and liabilities
Total deferred credits and other liabilities
Commitments and Contingencies (Notes 2, 10, 14 and 15)
Stockholders’ Equity:
Common stock, $5 par value, 150.0 shares authorized – 102.1 shares outstanding
Other paid-in capital, principally premium on common stock
Preferred stock not subject to mandatory redemption
Retained earnings
Total stockholders’ equity
December 31,
2013
2012
$
1
-
191
1
168
57
352
118
71
959
10,452
494
22
534
443
$
148
24
161
4
145
48
397
163
69
1,159
10,161
408
14
852
449
1,493
1,723
$
12,904
$
13,043
$
$
109
105
387
30
220
57
57
82
1,047
3,648
2,509
59
1,041
366
189
52
4,216
511
1,560
80
1,842
3,993
205
-
345
66
28
60
18
77
799
3,801
2,443
64
917
346
461
158
4,389
511
1,556
80
1,907
4,054
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
12,904
$
13,043
The accompanying notes as they relate to Ameren Missouri are an integral part of these financial statements.
78
UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)
STATEMENT OF CASH FLOWS
(In millions)
Year Ended December 31,
2012
2013
2011
Cash Flows From Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
$
398
$
419
$
290
Taum Sauk regulatory disallowance
Depreciation and amortization
Amortization of nuclear fuel
FAC prudence review charges
Amortization of debt issuance costs and premium/discounts
Deferred income taxes and investment tax credits, net
Allowance for equity funds used during construction
Other
Changes in assets and liabilities:
Receivables
Materials and supplies
Accounts and wages payable
Taxes accrued
Assets, other
Liabilities, other
Pension and other postretirement benefits
Premiums paid on long-term debt repurchases
Net cash provided by operating activities
Cash Flows From Investing Activities:
Capital expenditures
Nuclear fuel expenditures
Purchases of securities – nuclear decommissioning trust fund
Sales and maturities of securities – nuclear decommissioning trust fund
Money pool advances, net
Tax grants received related to renewable energy properties
Other
Net cash used in investing activities
Cash Flows From Financing Activities:
Dividends on common stock
Dividends on preferred stock
Money pool borrowings, net
Redemptions, repurchases, and maturities of long-term debt
Issuances of long-term debt
Capital issuance costs
Capital contribution from parent
Repayments of advances received for construction
Net cash used in financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Cash Paid (Refunded) During the Year:
Interest (net of $16, $15, and $25 capitalized, respectively)
Income taxes, net
-
419
71
26
7
65
(31)
1
(59)
45
42
100
47
10
2
-
-
407
83
-
6
287
(31)
8
27
(48)
(27)
(46)
(35)
14
2
(62)
89
377
61
18
6
155
(30)
(8)
66
(7)
12
(6)
79
(48)
2
-
1,143
1,004
1,056
(648)
(45)
(214)
196
24
-
-
(687)
(460)
(3)
105
(249)
-
-
4
-
(603)
(147)
148
1
212
86
$
$
(595)
(91)
(403)
384
(24)
18
8
(703)
(400)
(3)
-
(427)
482
(7)
1
-
(354)
(53)
201
148
220
(3)
$
$
(550)
(62)
(220)
199
-
-
6
(627)
(403)
(3)
-
(5)
-
-
-
(19)
(430)
(1)
202
201
210
9
$
$
The accompanying notes as they relate to Ameren Missouri are an integral part of these financial statements.
79
UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)
STATEMENT OF STOCKHOLDERS’ EQUITY
(In millions)
Common Stock
Other Paid-in Capital:
Beginning of year
Capital contribution from parent
Other paid-in capital, end of year
Preferred Stock Not Subject to Mandatory Redemption
Retained Earnings:
Beginning of year
Net income
Common stock dividends
Preferred stock dividends
Retained earnings, end of year
Total Stockholders’ Equity
December 31,
2012
2013
2011
$
511
$
511
$
511
1,556
4
1,560
80
1,907
398
(460)
(3)
1,842
1,555
1
1,556
80
1,891
419
(400)
(3)
1,907
1,555
-
1,555
80
2,007
290
(403)
(3)
1,891
$
3,993
$
4,054
$ 4,037
The accompanying notes as they relate to Ameren Missouri are an integral part of these financial statements.
80
AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)
STATEMENT OF INCOME AND COMPREHENSIVE INCOME
(In millions)
Year Ended December 31,
2012
2013
2011
Operating Revenues:
Electric
Gas
Other
Total operating revenues
Operating Expenses:
Purchased power
Gas purchased for resale
Other operations and maintenance
Depreciation and amortization
Taxes other than income taxes
Total operating expenses
Operating Income
Other Income and Expenses:
Miscellaneous income
Miscellaneous expense
Total other income (expense)
Interest Charges
Income Before Income Taxes
Income Taxes
Net Income
Other Comprehensive Loss, Net of Taxes:
Pension and other postretirement benefit plan activity, net of income tax
benefit of $(2), $(2) and $(2), respectively
Comprehensive Income
Net Income
Preferred Stock Dividends
Net Income Available to Common Stockholder
$
$
$
$
1,461
847
3
2,311
380
448
693
243
132
1,896
415
10
9
1
143
273
110
163
(3)
160
163
3
160
$
$
$
$
1,739
786
-
2,525
705
408
684
221
130
2,148
377
$ 1,940
846
1
2,787
853
492
640
215
129
2,329
458
7
17
(10)
129
238
94
144
(3)
141
144
3
141
$
$
$
7
6
1
136
323
127
196
(3)
193
196
3
193
The accompanying notes as they relate to Ameren Illinois are an integral part of these consolidated financial statements.
81
AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)
BALANCE SHEET
(In millions)
Current Assets:
ASSETS
Cash and cash equivalents
Accounts receivable – trade (less allowance for doubtful accounts of $13 and $12, respectively)
Accounts receivable – affiliates
Unbilled revenue
Miscellaneous accounts receivable
Materials and supplies
Current regulatory assets
Current accumulated deferred income taxes, net
Other current assets
Total current assets
Property and Plant, Net
Investments and Other Assets:
Tax receivable – Genco
Goodwill
Regulatory assets
Other assets
Total investments and other assets
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt
Borrowings from money pool
Accounts and wages payable
Accounts payable – affiliates
Taxes accrued
Customer deposits
Mark-to-market derivative liabilities
Current environmental remediation
Current regulatory liabilities
Other current liabilities
Total current liabilities
Long-term Debt, Net
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net
Accumulated deferred investment tax credits
Regulatory liabilities
Pension and other postretirement benefits
Environmental remediation
Other deferred credits and liabilities
Total deferred credits and other liabilities
Commitments and Contingencies (Notes 2, 14 and 15)
Stockholders’ Equity:
Common stock, no par value, 45.0 shares authorized – 25.5 shares outstanding
Other paid-in capital
Preferred stock not subject to mandatory redemption
Retained earnings
Accumulated other comprehensive income
Total stockholders’ equity
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
December 31,
2013
2012
$
$
$
$
1
201
-
135
13
174
38
45
26
633
5,589
-
411
701
120
1,232
7,454
-
56
243
18
23
79
36
43
159
114
771
1,856
1,116
4
664
197
232
166
2,379
-
1,965
62
410
11
2,448
7,454
$
$
$
$
-
182
10
146
22
173
84
85
47
749
5,052
39
411
934
97
1,481
7,282
150
24
146
86
18
85
77
37
82
92
797
1,577
1,025
5
672
406
216
183
2,507
-
1,965
62
360
14
2,401
7,282
The accompanying notes as they relate to Ameren Illinois are an integral part of these consolidated financial statements.
82
AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)
STATEMENT OF CASH FLOWS
(In millions)
Cash Flows From Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
Amortization of debt issuance costs and premium/discounts
Deferred income taxes and investment tax credits, net
Other
Changes in assets and liabilities:
Receivables
Materials and supplies
Accounts and wages payable
Taxes accrued
Assets, other
Liabilities, other
Pension and other postretirement benefits
Counterparty collateral, net
Premiums paid on long-term debt repurchases
Net cash provided by operating activities
Cash Flows From Investing Activities:
Capital expenditures
Returns from ATXI for construction
Other
Net cash used in investing activities
Cash Flows From Financing Activities:
Dividends on common stock
Dividends on preferred stock
Money pool borrowings, net
Redemptions, repurchases, and maturities of long-term debt
Issuances of long-term debt
Capital issuance costs
Repayments of advances received for construction
Advances received for construction
Capital contribution from parent
Net cash provided by (used in) financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Cash Paid (Refunded) During the Year:
Interest (net of $4, $2, and $2 capitalized, respectively)
Income taxes, net
Year Ended December 31,
2011
2012
2013
$
163
$
144
$
196
238
15
104
4
50
15
19
28
(53)
33
(8)
43
-
214
11
104
(11)
23
20
(21)
3
22
72
(26)
40
(76)
651
519
(701)
-
6
(695)
(110)
(3)
32
(150)
278
(2)
(1)
1
-
45
1
-
1
112
(23)
$
$
(442)
-
5
(437)
(189)
(3)
24
(333)
400
(6)
-
4
-
(103)
(21)
21
-
125
(22)
$
$
$
$
206
8
155
(14)
146
(21)
(46)
(12)
(3)
(30)
(101)
20
-
504
(351)
49
6
(296)
(327)
(3)
-
(150)
-
-
(53)
5
19
(509)
(301)
322
21
137
(14)
The accompanying notes as they relate to Ameren Illinois are an integral part of these consolidated financial statements.
83
AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)
STATEMENT OF STOCKHOLDERS’ EQUITY
(In millions)
Common Stock
Other Paid-in Capital:
Beginning of year
Capital contribution from parent
Other paid-in capital, end of year
Preferred Stock Not Subject to Mandatory Redemption
Retained Earnings:
Beginning of year
Net income
Common stock dividends
Preferred stock dividends
Retained earnings, end of year
Accumulated Other Comprehensive Income:
Deferred retirement benefit costs, beginning of year
Change in deferred retirement benefit costs
Deferred retirement benefit costs, end of year
Total accumulated other comprehensive income, end of year
December 31,
2012
2013
2011
$
-
$
-
$
-
1,965
-
1,965
1,965
-
1,965
62
62
360
163
(110)
(3)
410
14
(3)
11
11
408
144
(189)
(3)
360
17
(3)
14
14
1,952
13
1,965
62
542
196
(327)
(3)
408
20
(3)
17
17
Total Stockholders’ Equity
$
2,448
$
2,401
$ 2,452
The accompanying notes as they relate to Ameren Illinois are an integral part of these consolidated financial statements.
84
AMEREN CORPORATION (Consolidated)
UNION ELECTRIC COMPANY (d/b/a Ameren Missouri)
AMEREN ILLINOIS COMPANY (d/b/a Ameren Illinois)
COMBINED NOTES TO FINANCIAL STATEMENTS
December 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. Dividends on Ameren’s
common stock and the payment of other expenses by
Ameren depend on distributions made to it by its
subsidiaries. Ameren’s principal subsidiaries are listed
below.
‰
‰
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 was
incorporated in Missouri in 1922 and is successor to a
number of companies, the oldest of which was
organized in 1881. It is the largest electric utility in the
state of Missouri. It supplies electric and natural gas
service to a 24,000-square-mile area in central and
eastern Missouri. This area has an estimated
population of 2.8 million and includes the Greater St.
Louis area. 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 was created by the merger of CILCO
and IP with and into CIPS in 2010. CIPS was
incorporated in Illinois in 1923 and is the successor to
a number of companies, the oldest of which was
organized in 1902. Ameren Illinois supplies electric and
natural gas utility service to portions of central and
southern Illinois having an estimated population of
3.1 million in an area of 40,000 square miles. Ameren
Illinois supplies electric service to 1.2 million
customers and natural gas service to 767,000
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 Elgin, Gibson City, and Grand Tower gas-fired energy
centers to Rockland Capital. See Note 16 – Divestiture
Transactions and Discontinued Operations for additional
information.
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 gas-fired energy centers qualified for
discontinued operations presentation beginning March 14,
2013. In addition, as of December 2, 2013, Ameren
abandoned the Meredosia and Hutsonville energy centers
upon the completion of the divestiture of New AER to IPH.
Ameren is prohibited from operating these energy centers
through December 31, 2020, as a provision of the Illinois
Pollution Control Board’s November 2013 order granting
IPH a variance of the MPS. As a result, Ameren determined
that the Meredosia and Hutsonville energy centers qualified
for discontinued operations presentation as of December 2,
2013. The Meredosia and Hutsonville energy centers ceased
operations at December 31, 2011, and therefore 2011 was
the last year those energy centers had a material effect on
Ameren’s consolidated financial statements. As a result of
these events, Ameren has segregated New AER’s and the
Elgin, Gibson City, Grand Tower, Meredosia, and
Hutsonville energy centers’ operating results, assets, and
liabilities and presented them separately as discontinued
operations for all periods presented in this report. Unless
otherwise stated, these notes to the financial statements
exclude discontinued operations for all periods presented.
See Note 16 – Divestiture Transactions and Discontinued
Operations for additional information regarding that
presentation.
The financial statements of Ameren are prepared on a
consolidated basis, and therefore include the accounts of its
majority-owned subsidiaries. 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.
Regulation
On March 14, 2013, Ameren entered into a transaction
Certain Ameren subsidiaries are regulated by the
agreement to divest New AER to IPH. On December 2,
2013, Ameren completed the divestiture of New AER to IPH.
On January 31, 2014, Medina Valley completed its sale of
MoPSC, the ICC, and FERC. In accordance with
authoritative accounting guidance regarding accounting for
the effects of certain types of regulation, Ameren Missouri
85
and Ameren Illinois defer certain costs as assets pursuant
to actions of rate regulators or because of expectations that
the companies will be able to recover such costs in rates
charged to customers. Ameren Missouri and Ameren
Illinois also defer certain amounts as liabilities pursuant to
actions of rate regulators or based on the expectation that
such amounts will be returned to customers in future rates.
Regulatory assets and liabilities are amortized consistent
with the period of expected regulatory treatment. In addition
to the cost recovery mechanisms discussed in the
Purchased Gas, Power and Fuel Rate-adjustment
Mechanisms section below, Ameren Missouri and Ameren
Illinois have approvals from regulators to use other cost
recovery mechanisms. Ameren Missouri has a vegetation
management and infrastructure inspection cost tracker, a
pension and postretirement benefit cost tracker, an
uncertain tax positions tracker, a renewable energy
standards cost tracker, a storm restoration cost tracker, and
the MEEIA energy efficiency rider. In addition to
participating in the IEIMA’s formula rate regulatory
framework, Ameren Illinois has an environmental cost rider,
an asbestos-related litigation rider, an energy efficiency
rider, and a bad debt rider. See Note 2 – Rate and
Regulatory Matters for additional information on regulatory
assets and liabilities. In addition, other costs that Ameren
Materials and Supplies
Missouri and Ameren Illinois expect to recover from
customers are recorded as construction work in progress
and property and plant, net. See Note 3 – Property and
Plant, Net.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and
temporary investments purchased with an original maturity
of three months or less.
Allowance for Doubtful Accounts Receivable
The allowance for doubtful accounts represents our
estimate of existing accounts receivable that will ultimately
be uncollectible. The allowance is calculated by applying
estimated loss factors to various classes of outstanding
receivables, including unbilled revenue. The loss factors
used to estimate uncollectible accounts are based upon
both historical collections experience and management’s
estimate of future collections success given the existing and
anticipated future collections environment. Ameren Illinois
has a rate mechanism that adjusts rates for net write-offs of
customer accounts receivable above or below those being
collected in rates.
Materials and supplies are recorded at the lower of cost or market. Cost is determined using the average-cost method.
Materials and supplies are capitalized as inventory when purchased and then expensed or capitalized as plant assets when
installed, as appropriate. The following table presents a breakdown of materials and supplies for each of the Ameren
Companies at December 31, 2013, and 2012:
2013
Fuel(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gas stored underground . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other materials and supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
Fuel(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gas stored underground . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other materials and supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(a) Consists of coal, oil, and propane.
Property and Plant
Depreciation
Ameren Missouri
Ameren Illinois
Ameren
$
$
$
$
144
17
191
352
198
18
181
397
$
$
$
$
-
110
64
174
-
113
60
173
$
$
$
$
144
127
255
526
198
131
241
570
We capitalize the cost of additions to and betterments of
units of property and plant. The cost includes labor, material,
applicable taxes, and overhead. An allowance for funds used
during construction, as discussed below, is also capitalized as
a cost of our rate-regulated assets. Maintenance expenditures,
including nuclear refueling and maintenance outages, are
expensed as incurred. When units of depreciable property are
retired, the original costs, less salvage values, are charged to
accumulated depreciation. Asset removal costs accrued by our
rate-regulated operations that do not constitute legal
obligations are classified as a regulatory liability. See Asset
Retirement Obligations below and Note 3 – Property and Plant,
Net, for additional information.
Depreciation is provided over the estimated lives of the
various classes of depreciable property by applying
composite rates on a straight-line basis to the cost basis of
such property. The provision for depreciation for the
Ameren Companies in 2013, 2012 and 2011 ranged from
3% to 4% of the average depreciable cost.
Allowance for Funds Used During Construction
We capitalize allowance for funds used during
construction, or the cost of borrowed funds and the cost of
equity funds (preferred and common stockholders’ equity)
86
applicable to rate-regulated construction expenditures, in
accordance with the utility industry’s accounting practice.
Allowance for funds used during construction does not
represent a current source of cash funds. This accounting
practice offsets the effect on earnings of the cost of
financing during construction, and it treats such financing
costs in the same manner as construction charges for labor
and materials.
Under accepted ratemaking practice, cash recovery of
allowance for funds used during construction and other
construction costs occurs when completed projects are
placed in service and reflected in customer rates. The
following table presents the annual allowance for funds
used during construction rates that were utilized during
2013, 2012 and 2011:
Ameren Missouri
. . . . . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . . . . . .
8%
8%
8%
9%
8%
9%
2013
2012
2011
Goodwill and Intangible Assets
Goodwill. Goodwill represents the excess of the
purchase price of an acquisition over the fair value of the
net assets acquired. Ameren and Ameren Illinois had
recorded goodwill of $411 million at December 31, 2013,
and 2012.
Ameren has two reporting units, which also represent
Ameren’s reportable segments. Ameren’s reporting units
are Ameren Missouri and Ameren Illinois. Ameren Illinois
has one reporting unit, Ameren Illinois. Ameren’s and
Ameren Illinois’ reporting units have been defined and
goodwill has been evaluated at the operating segment level
in accordance with authoritative accounting guidance. Our
reporting units represent businesses for which discrete
financial information is available and reviewed regularly by
management. All of Ameren’s and Ameren Illinois’ goodwill
at December 31, 2013, and 2012, has been assigned to the
Ameren Illinois reporting unit.
We evaluate goodwill for impairment as of October 31
of each year, or more frequently if events and
circumstances indicate that the asset might be impaired.
Ameren and Ameren Illinois applied a qualitative goodwill
evaluation model for their annual goodwill impairment test
conducted as of October 31, 2013. Based on the results of
Ameren’s and Ameren Illinois’ qualitative assessment,
Ameren and Ameren Illinois believe it was more likely than
not that the fair value of the Ameren Illinois reporting unit
exceeded its carrying value as of October 31, 2013,
indicating no impairment of Ameren’s or Ameren Illinois’
goodwill. The following factors, among others, were
considered by Ameren and Ameren Illinois when assessing
whether it was more likely than not that the fair value of the
Ameren Illinois reporting unit exceeded its carrying value
for the October 31, 2013, test:
‰ macroeconomic conditions, including those conditions
within Ameren Illinois’ service territory;
‰
‰
‰
‰
‰
pending rate case outcomes and projections of future
rate case outcomes;
changes in laws and potential law changes;
observable industry market multiples;
achievement of IEIMA performance metrics and the
yield of the 30-year United States treasury bonds; and
actual and forecasted financial performance.
The goodwill assigned to the Ameren Illinois reporting
unit on the December 31, 2013, balance sheets of Ameren
and Ameren Illinois had no accumulated goodwill
impairment losses. Ameren and Ameren Illinois will
continue to monitor the actual and forecasted operating
results, cash flows, market capitalization, and observable
industry market multiples of the Ameren Illinois reporting
unit for signs of possible declines in estimated fair value
and potential goodwill impairment.
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 December 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 $22 million and
$22 million at December 31, 2013, respectively. The book
value of Ameren’s and Ameren Missouri’s renewable energy
credits was $14 million and $14 million at December 31,
2012, respectively.
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 the MoPSC’s 2012 electric rate order, most 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 years
ended December 31, 2013, 2012, and 2011.
2013
2012
2011
Ameren Missouri . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . .
Ameren . . . . . . . . . . . . . . . . . .
$
$
(a)
13
13
$
$
(a)
4
4
$
$
(a)
3
3
(a) Less than $1 million.
Impairment of Long-lived Assets
We evaluate long-lived assets classified as held and
used for impairment when events or changes in
circumstances indicate that the carrying value of such
assets may not be recoverable. Whether impairment has
87
occurred is determined by comparing the estimated
undiscounted cash flows attributable to the assets with the
carrying value of the assets. If the carrying value exceeds
the undiscounted cash flows, we recognize an impairment
charge equal to the amount of the carrying value that
exceeds the estimated fair value of the assets. In the period
in which we determine an asset meets held for sale criteria,
we record an impairment charge to the extent the book
value exceeds its fair value less cost to sell.
During 2011, the MoPSC issued an electric rate order
that disallowed the recovery of all costs of enhancements,
or costs that would have been incurred absent the breach,
related to the rebuilding of the Taum Sauk energy center in
excess of the amount recovered from property insurance.
Consequently, Ameren and Ameren Missouri each recorded
a pretax charge to earnings of $89 million, which is
reflected as “Taum Sauk regulatory disallowance” on each
company’s statement of income.
Investments
Ameren and Ameren Missouri evaluate for impairment
the investments held in Ameren Missouri’s nuclear
decommissioning trust fund. Losses on assets in the trust
fund could result in higher funding requirements for
decommissioning costs, which Ameren Missouri believes
would be recovered in electric rates paid by its customers.
Accordingly, Ameren and Ameren Missouri recognize a
regulatory asset on their balance sheets for losses on
investments held in the nuclear decommissioning trust
fund. See Note 9 – Nuclear Decommissioning Trust Fund
Investments for additional information.
Environmental Costs
Liabilities for environmental costs are recorded on an
undiscounted basis when it is probable that a liability has
been incurred and the amount of the liability can be
reasonably estimated. Costs are expensed or deferred as a
regulatory asset when it is expected that the costs will be
recovered from customers in future rates. If environmental
expenditures are related to facilities currently in use, such
as pollution control equipment, the cost is capitalized and
depreciated over the expected life of the asset.
Unamortized Debt Discount, Premium, and Expense
Discount, premium, and expense associated with long-
term debt are amortized over the lives of the related issues.
Revenue
Operating Revenues
The Ameren Companies record operating revenue for
electric or natural gas service when it is delivered to
customers. We accrue an estimate of electric and natural
gas revenues for service rendered but unbilled at the end of
each accounting period.
Beginning in 2012, Ameren Illinois elected to
participate in the performance-based formula ratemaking
framework pursuant to the IEIMA. The IEIMA provides for
an annual reconciliation of Ameren Illinois’ electric
distribution revenue requirement. As of each balance sheet
date, Ameren Illinois records its estimate of the electric
distribution revenue impact resulting from the reconciliation
of the revenue requirement necessary to reflect the actual
costs incurred for that year with the revenue requirement
that was in effect for billing purposes for that year. If the
current year’s revenue requirement is greater than the
revenue requirement customer rates were based upon, an
increase to electric operating revenues with an offset to a
regulatory asset is recorded to reflect the expected recovery
of those additional costs from customers within the next
two years. If the current year’s revenue requirement is less
than the revenue requirement customer rates were based
upon, a reduction to electric operating revenues with an
offset to a regulatory liability is recorded to reflect the
expected refund to customers within the next two years.
See Note 2 – Rate and Regulatory Matters for information
regarding Ameren Illinois’ revenue requirement
reconciliation pursuant to the IEIMA.
Similar to the IEIMA process described above, Ameren
Illinois and ATXI record the impact of a revenue
requirement reconciliation for each company’s electric
transmission jurisdiction, pursuant to FERC-approved rate
treatment.
Nuclear Fuel
Ameren Missouri’s cost of nuclear fuel is capitalized
and then amortized to fuel expense on a unit-of-production
basis. Spent fuel disposal cost is based on net
kilowatthours generated and sold. That cost is charged to
“Operating Expenses – Fuel” in the statement of income.
Purchased Gas, Power and Fuel Rate-adjustment
Mechanisms
Ameren Missouri and Ameren Illinois have various
rate-adjustment mechanisms in place that provide for the
recovery of purchased natural gas and electric fuel and
purchased power costs. See Note 2 – Rate and Regulatory
Matters for the regulatory assets and liabilities recorded at
December 31, 2013, and 2012, related to the rate-
adjustment mechanisms discussed below.
In Ameren Missouri’s and Ameren Illinois’ retail natural
gas utility jurisdictions, changes in natural gas costs are
reflected in billings to their natural gas utility customers
through PGA clauses. The differences between actual
natural gas costs and costs billed to customers in a given
period are deferred as regulatory assets or liabilities. The
deferred amounts are either billed or refunded to natural
gas utility customers in a subsequent period.
In Ameren Illinois’ retail electric utility jurisdictions,
changes in purchased power and transmission service
costs are reflected in billings to their electric utility
customers through pass-through rate-adjustment clauses.
The differences between actual purchased power and
transmission service costs and costs billed to customers in
88
a given period are deferred as regulatory assets or liabilities.
The deferred amounts are either billed or refunded to
electric utility customers in a subsequent period.
Ameren Missouri has a FAC that allows an adjustment
of electric rates three times per year for a pass-through to
customers of 95% of changes in fuel, certain fuel additives,
emission allowances, purchased power costs, transmission
costs and revenues, and MISO costs and revenues, net of
off-system sales revenues, greater or less than the amount
set in base rates without a traditional rate proceeding,
subject to MoPSC prudency review. The differences
between the cost of fuel incurred and the cost of fuel
recovered from Ameren Missouri customers’ base rates are
deferred as regulatory assets or liabilities. The deferred
amounts are either billed or refunded to Ameren Missouri’s
electric utility customers in a subsequent period.
Accounting for MISO Transactions
MISO-related purchase and sale transactions are
recorded by Ameren, Ameren Missouri and Ameren Illinois
using settlement information provided by MISO. Ameren
Missouri records these purchase and sale transactions on a
net hourly position. Ameren Missouri records net purchases
in a single hour in “Operating Expenses – Purchased
power” and net sales in a single hour in “Operating
Revenues – Electric” in its statement of income. Ameren
Illinois records net purchases in “Operating
Expenses – Purchased Power” in its statement of income to
reflect all of its MISO transactions relating to the
procurement of power for its customers. On occasion,
Ameren Missouri and Ameren Illinois prior-period
transactions will be resettled outside the routine settlement
process because of a change in MISO’s tariff or a material
interpretation thereof. In these cases, Ameren Missouri and
Ameren Illinois recognize expenses associated with
resettlements once the resettlement is probable and the
resettlement amount can be estimated, and the Ameren
Companies recognize revenues once the resettlement
amount is received.
Stock-based Compensation
Stock-based compensation cost is measured at the
grant date based on the fair value of the award. Ameren
recognizes as compensation expense the estimated fair
value of stock-based compensation on a straight-line basis
over the requisite service period. See Note 12 – Stock-
based Compensation for additional information.
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 (loss). 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 years ended 2013, 2012 and
2011:
2013
2012
2011
Ameren Missouri
. . . . . . . . . .
Ameren Illinois . . . . . . . . . . . .
Ameren . . . . . . . . . . . . . . . . .
$
$
152
61
213
$
$
139
54
193
$
$
137
57
194
Income Taxes
Ameren uses an asset and liability approach for its
financial accounting and reporting of income taxes, in
accordance with authoritative accounting guidance.
Deferred tax assets and liabilities are recognized for
transactions that are treated differently for financial
reporting and income tax return purposes. These deferred
tax assets and liabilities are based on statutory tax rates.
We recognize that regulators will probably reduce
future revenues for deferred tax liabilities that were initially
recorded at rates in excess of the current statutory rate.
Therefore, reductions in the deferred tax liability, which
were recorded because of decreases in the statutory rate,
have been credited to a regulatory liability. A regulatory
asset has been established to recognize the probable
recovery in rates of future income taxes, resulting from the
reversal of the equity portion of the allowance for funds
used during construction that was an unrecognized
temporary difference prior to the adoption of the
authoritative accounting guidance for income taxes.
Investment tax credits used on tax returns for prior
years have been deferred in accordance with GAAP. The
credits are being amortized over the useful lives of the
related investment. Deferred income taxes were recorded
on the temporary difference represented by the deferred
investment tax credits and a corresponding regulatory
liability. This recognizes the expected reduction in rate
revenue for future lower income taxes associated with the
amortization of the investment tax credits. See Note 13 –
Income Taxes.
For certain renewable energy construction projects
placed in service, Ameren Missouri elected to seek federal
tax grants in lieu of the investment tax credits for which the
projects also qualified. These grants were accounted for
using a grant recognition accounting model. Ameren
Missouri elected to reduce the basis of property as grants
were received, which will reduce the amount of depreciation
expense recognized in future periods. In 2012, Ameren
Missouri received $18 million in federal tax grants.
Ameren Missouri, Ameren Illinois, and all the other
Ameren subsidiary companies are parties to a tax allocation
agreement with Ameren that provides for the allocation of
consolidated tax liabilities. The tax allocation agreement
specifies that each party be allocated an amount of tax
89
similar to that which would be owed had the party been
separately subject to tax. Any net benefit attributable to the
parent is reallocated to other members. That allocation is
treated as a contribution of capital to the party receiving the
benefit.
Noncontrolling Interests
As of December 31, 2013, Ameren’s noncontrolling
interests included the preferred stock not subject to
mandatory redemption of Ameren Missouri and Ameren
Illinois. As of December 31, 2012, Ameren’s noncontrolling
interests also included the 20% of EEI not owned by
Ameren. All noncontrolling interests are classified as a
component of equity separate from Ameren’s equity in its
consolidated balance sheet.
Earnings per Share
Basic earnings per share is computed by dividing net income attributable to Ameren Corporation by the weighted-average
number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income
attributable to Ameren Corporation by the diluted weighted-average number of common shares outstanding during the period.
Diluted earnings per share reflects the potential dilution that would occur if certain stock-based performance share units were
settled.
The following table presents Ameren’s basic and diluted earnings per share calculations and reconciles the weighted-
average number of common shares outstanding to the diluted weighted-average number of common shares outstanding for
the years ended December 31, 2013, 2012 and 2011:
Net income (loss) attributable to Ameren Corporation:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to Ameren Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average common shares outstanding – basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assumed settlement of performance share units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average common shares outstanding – diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) per common share – basic:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) per common share – basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) per common share – diluted:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) per common share – diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average performance share units excluded from calculation(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013
2012
2011
$
$
$
$
$
$
512
(223)
289
242.6
1.9
244.5
2.11
(0.92)
1.19
2.10
(0.92)
1.18
0.1
$
$
$
$
$
$
516
(1,490)
$
(974) $
242.6
0.4
243.0
$
2.13
(6.14)
(4.01) $
$
2.13
(6.14)
(4.01) $
0.7
431
88
519
241.5
0.6
242.1
1.79
0.36
2.15
1.79
0.36
2.15
-
(a) Weighted-average number of performance share units that were excluded from the “Assumed settlement of performance share units” provided
above because the performance or market conditions related to the awards had not yet been met.
Supplemental Cash Flow Information
See Note 3 – Property and Plant, Net, for information
The following table presents additional information
regarding Ameren’s consolidated statement of cash flows
for the years ended December 31, 2013, 2012 and 2011:
2013
2012
2011
Cash paid (refunded) during the
year:
Interest
Continuing operations(a) . . . . . . . .
Discontinued operations(b) . . . . . .
Income taxes, net
Continuing Operations . . . . . . . . .
Discontinued Operations . . . . . . .
$
$
$
$
362
31
393
116
(108)
8
$
$
$
$
384
49
433
10
(9)
1
$
$
$
$
393
60
453
(47)
(14)
(61)
(a) Net of $ 20 million, $17 million, and $27 million capitalized,
respectively.
(b) Net of $ 17 million, $13 million, and $3 million capitalized,
respectively.
on accrued capital expenditures.
Accounting Changes and Other Matters
The following is a summary of recently adopted
authoritative accounting guidance, as well as guidance
issued but not yet adopted, that could affect 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
90
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 amended guidance did not affect the Ameren
Companies’ results of operations, financial position, or
liquidity. The amounts reclassified out of accumulated OCI
for the Ameren Companies corresponding to continuing
operations related to pension and other postretirement plan
activity. These amounts were immaterial for the year ended
December 31, 2013, and therefore no additional disclosures
were required.
Disclosures about Offsetting Assets and Liabilities
In December 2011, FASB issued additional
authoritative accounting 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 its 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 Ameren Companies
adopted this guidance for the first quarter of 2013. The
implementation of this additional guidance did not affect the
Ameren Companies’ results of operations, financial
positions, or liquidity, as this guidance only requires
additional disclosures. See Note 7 – Derivative Financial
Instruments for the required additional disclosures.
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. 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. Currently, any unrecognized tax
benefit is recorded in “Other deferred credits and liabilities”
on Ameren’s, Ameren Missouri’s, and Ameren Illinois’
balance sheets. After this guidance becomes effective, any
unrecognized tax benefit will be recorded in “Accumulated
deferred income taxes, net” as a reduction to the deferred tax
assets for net operating loss, a similar tax loss, and tax credit
carryforwards on the respective balance sheets. At
December 31, 2013, unrecognized tax benefits of $48 million
and $15 million would have been recorded in “Accumulated
deferred income taxes, net” at Ameren and Ameren Missouri,
respectively under this new guidance. To the extent that an
unrecognized tax benefit exceeds these carryforwards, the
excess would continue to be recorded in “Other deferred
credits and liabilities” on the respective balance sheets,
consistent with current authoritative accounting guidance.
The amended guidance will not affect the Ameren Companies’
results of operations or liquidity, as this guidance is
presentation-related only. This guidance will be effective for
the Ameren Companies beginning in the first quarter of 2014.
Asset Retirement Obligations
Authoritative accounting guidance requires us to
record the estimated fair value of legal obligations
associated with the retirement of tangible long-lived assets
in the period in which the liabilities are incurred and to
capitalize a corresponding amount as part of the book value
of the related long-lived asset. In subsequent periods, we
are required to make adjustments to AROs based on
changes in the estimated fair values of the obligations.
Corresponding increases in asset book values are
depreciated over the remaining useful life of the related
asset. Uncertainties as to the probability, timing, or amount
of cash flows associated with AROs affect our estimates of
fair value. Ameren and Ameren Missouri have recorded
AROs for retirement costs associated with Ameren
Missouri’s Callaway energy center decommissioning costs,
asbestos removal, CCR storage facilities, and river
structures. Also, Ameren and Ameren Illinois have recorded
AROs for retirement costs associated with asbestos
removal. In addition, Ameren, Ameren Missouri and
Ameren Illinois have recorded AROs for the disposal of
certain transformers.
Asset removal costs accrued by our rate-regulated
operations that do not constitute legal obligations are
classified as a regulatory liability. See Note 2 – Rate and
Regulatory Matters.
91
The following table provides a reconciliation of the beginning and ending carrying amount of AROs for the years ended
December 31, 2013, and 2012:
Ameren
Missouri(a)
Ameren
Illinois(b)
Ameren(a)
Balance at December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities incurred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities settled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accretion in 2012(d)
Change in estimates(e)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
328
-
(1)
18
1
$
3
-
(c)
(c)
(c)
Balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
346
$
3
Liabilities incurred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities settled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accretion in 2013(d)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in estimates(e)
-
(1)
19
2
-
(c)
(c)
(c)
$ 331
-
(1)
18
1
$ 349
-
(1)
19
2
Balance at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
366
$
3
$
369
(a) The nuclear decommissioning trust fund assets of $494 million and $408 million as of December 31, 2013, and 2012, respectively, are
restricted for decommissioning of the Callaway energy center.
(b) Balance included in “Other deferred credits and liabilities” on the balance sheet.
(c) Less than $1 million.
(d) Accretion expense was recorded as an increase to regulatory assets at Ameren Missouri and Ameren Illinois.
(e) Ameren Missouri changed its fair value estimates for asbestos removal in 2012 and 2013, and for certain CCR storage facilities in 2013.
See Note 16 – Divestiture Transactions and Discontinued Operations for additional information on the AROs related to the
abandoned Meredosia and Hutsonville energy centers, which are presented as discontinued operations and therefore not
included in the table above.
Employee Separation Charges
Missouri
During the fourth quarter of 2011, Ameren Missouri
FAC Prudence Review
and Ameren Services extended voluntary separation offers
consistent with Ameren’s standard management separation
program to eligible management and labor union-
represented employees. Approximately 340 employees of
Ameren Missouri and Ameren Services accepted the offers
and left their employment by December 31, 2011. Ameren
and Ameren Missouri recorded a pretax charge to earnings
of $28 million and $27 million, respectively, for the
severance costs related to these offers. These charges were
recorded in “Other operations and maintenance” expense in
each company’s statement of income for the year ended
December 31, 2011. Substantially all of the severance costs
were paid in the first quarter of 2012. The severance costs
related to participating Ameren Services employees were
allocated to affiliates consistent with the terms of its
support services agreement, which is described in
Note 14 – Related Party Transactions.
NOTE 2 – RATE AND REGULATORY MATTERS
Below is a summary of significant regulatory
proceedings and related lawsuits. 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.
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 its electric customers
the earnings associated with these sales previously
recognized by Ameren Missouri during the period from
March 1, 2009, to September 30, 2009. 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. In May 2013,
the Missouri Court of Appeals upheld the MoPSC’s April
2011 order and reversed the Cole County Circuit Court’s
May 2012 decision.
Ameren Missouri’s FAC calculation for the period from
October 1, 2009, to May 31, 2011, excluded 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, similar to the FAC calculation for
the period from March 1, 2009, to September 30, 2009. The
MoPSC issued an order in July 2013, which was similar to
92
the MoPSC’s April 2011 order, as a result of which Ameren
Missouri recorded a pretax charge to earnings of
$26 million, including $1 million for interest, in 2013 for its
estimated obligation to refund to Ameren Missouri’s electric
customers the earnings associated with these sales
previously recognized by Ameren Missouri for the period
from October 1, 2009, to May 31, 2011. Ameren Missouri
recorded the charge to “Operating Revenues – Electric” and
the related interest to “Interest Charges” with a
corresponding offset to “Current regulatory liabilities.” No
similar revenues were excluded from FAC calculations after
May 2011.
Separately, 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 order
approving Ameren Missouri’s request for an accounting
authority order. Ameren Missouri will seek to recover these
fixed costs in its next electric rate case. In February 2014,
MIEC filed an appeal of the accounting authority order to
the Missouri Court of Appeals, Western District.
2012 Electric Rate Order
In December 2012, the MoPSC issued an order
approving an increase for Ameren Missouri in annual
revenues for electric service of $260 million. The revenue
increase was based on a 9.8% return on equity, a capital
structure composed of 52.3% common equity, and a rate
base of $6.8 billion. Rate changes consistent with the order
became effective on January 2, 2013. In January 2013,
Ameren Missouri appealed the order with respect to the
amount of property taxes included in the order to the
Missouri Court of Appeals, Western District. Later in 2013,
Ameren Missouri withdrew this appeal. In February 2013,
the MoOPC, MIEC, and other parties filed separate appeals
to the Missouri Court of Appeals, Western District, relating
to the order’s treatment of transmission costs in the FAC. In
October 2013, the Missouri Court of Appeals, Western
District, upheld the order. MoOPC, MIEC, and other parties
filed a request to transfer their appeal to the Missouri
Supreme Court, which was subsequently denied.
MEEIA Order
The MoPSC’s December 2012 electric rate order
approved Ameren Missouri’s implementation of MEEIA
megawatthour savings targets, energy efficiency programs,
and associated cost recovery mechanisms and incentive
awards. A MEEIA rider allows Ameren Missouri to collect
from or refund to customers any annual difference in the
actual amounts incurred and the projected amounts
collected from customers for the MEEIA program costs and
its projected lost revenues.
In addition to the program costs and lost revenues
discussed above, the terms of Ameren Missouri’s MoPSC-
approved MEEIA programs offer an incentive award that
would allow Ameren Missouri to earn additional revenues
by achieving certain energy efficiency goals, including
approximately $19 million if 100% of its energy efficiency
goals are achieved during the three-year period, with the
potential to earn more if Ameren Missouri’s energy savings
exceed those goals. Ameren Missouri must achieve at least
70% of its energy efficiency goals before it earns any
incentive award. The recovery of an incentive award from
customers, if the energy efficiency goals are achieved, is
expected in 2017 through the above-mentioned rider.
Rate Design and Earnings Complaint Cases
On February 13, 2014, Ameren Missouri’s largest
customer, Noranda, and 37 residential customers filed an
earnings complaint case and a rate design complaint case
with the MoPSC. In the earnings complaint case, Noranda
and the residential customers asserted that Ameren
Missouri’s electric delivery service business is earning more
than the 9.8% return on equity authorized in the MoPSC’s
December 2012 electric rate order and requested the
MoPSC to approve a reduction of the authorized return on
equity to 9.4%. The rate design complaint case seeks to
reduce Noranda’s electricity cost with an offsetting increase
in electricity cost for Ameren Missouri’s other customers.
The rate design complaint case asks the MoPSC to expedite
its decision and grant relief by August 1, 2014.
The MoPSC has ordered Ameren Missouri to file a
response to these two complaints by March 17, 2014. The
MoPSC has no time requirement by which it must issue an
order in these cases. Ameren Missouri opposes both
requests filed by Noranda and the residential customers and
will vigorously defend itself.
Illinois
IEIMA
Under the provisions of the IEIMA, Ameren Illinois’
electric delivery service rates effective for customers’
billings in 2013 were subject to an annual revenue
requirement reconciliation to its actual 2013 costs. The
2013 revenue requirement reconciliation will be filed with
the ICC in 2014. The approved annual revenue requirement
reconciliation adjustment relating to 2013 will be reflected
in customer rates beginning in January 2015. Throughout
the 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 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
December 31, 2013, Ameren Illinois recorded a $65 million
regulatory asset to reflect its expected 2013 revenue
requirement reconciliation adjustment, which will be
recovered from customers in 2015. Ameren Illinois also
recorded a regulatory liability of $65 million and $55 million
as of December 31, 2013, and December 31, 2012,
respectively, to reflect its 2012 revenue requirement
reconciliation adjustment, with interest, which will be
refunded to customers in 2014.
93
In May 2013, Illinois enacted into law certain
amendments to the IEIMA that modified its implementation.
The law clarified that the IEIMA requires that the year-end
rate base must be used to calculate the revenue
requirement reconciliation and that the interest applied to
the revenue requirement reconciliation and return on equity
collar adjustments must be equal to a company’s weighted-
average return calculated under the formula rate.
In September 2012, the ICC issued an order in Ameren
Illinois’ initial filing under the IEIMA’s performance-based
formula rate framework, which Ameren Illinois appealed to
the Appellate Court of the Fourth District of Illinois. In
December 2012, the ICC issued an order in Ameren Illinois’
update filing approving an Ameren Illinois electric delivery
service revenue requirement of $765 million, based on
2011 recoverable costs and expected net plant additions in
2012. The delivery service rates became effective on
January 1, 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. Both orders were
consolidated for appeal with the primary issues being the
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 expects to file
an appeal to the Illinois Supreme Court in March 2014.
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, approving an Ameren Illinois electric delivery service
revenue requirement of $788 million, before consideration
of the 2012 revenue requirement reconciliation refund. The
ICC order resulted in a net $45 million decrease in Ameren
Illinois’ electric delivery service revenue requirement. The
calculation included a refund to customers of the 2012
revenue requirement reconciliation of $68 million, which
included an estimate for interest through the end of 2014.
However, this refund is partially offset by an annual revenue
requirement increase of $23 million primarily due to higher
recoverable costs in 2012 compared to 2011. The ICC order
establishes rates for all of 2014. In January 2014, Ameren
Illinois filed a request for rehearing with the ICC regarding
the electric delivery service rate order, which the ICC
denied. In February 2014, Ameren Illinois filed an appeal
with the Appellate Court of the Fourth District of Illinois
regarding the calculation of its capital structure and the
treatment of accumulated deferred income taxes related to
the transfer of former Ameren Missouri assets in Illinois to
Ameren Illinois.
In the December 2013 order, the ICC disallowed, in
part, the recovery from customers of the debt premium
costs paid by Ameren Illinois for a tender offer in August
2012 to repurchase outstanding senior secured notes. At
the time of the tender offer, Ameren Illinois recorded this
loss on the reacquired debt as a regulatory asset. As a
result of the ICC order, Ameren and Ameren Illinois each
recorded in 2013 a pretax charge to earnings of $15 million
relating to the partial disallowance of the premium costs.
This charge was recorded in the statement of income for
Ameren and Ameren Illinois as “Interest charges” with a
corresponding decrease to “Regulatory assets.”
2013 Natural Gas Delivery Service Rate Order
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 January
2014, Ameren Illinois filed a request for rehearing with the
ICC regarding the natural gas delivery service rate order,
which the ICC denied. Ameren Illinois expects to file an
appeal of the ICC’s order in March 2014.
Similar to the December 2013 electric rate order
discussed above, this natural gas rate order included a
partial disallowance relating to the August 2012 costs for
the tender offer to repurchase outstanding senior secured
notes. The pretax loss of $15 million discussed above
includes the impact of both the December 2013 ICC electric
and natural gas delivery service rate orders.
Natural Gas Consumer, Safety and Reliability Act
In July 2013, Illinois enacted the Natural Gas
Consumer, Safety and Reliability Act, which encourages
Illinois natural gas utilities to accelerate modernization of
the state’s natural gas infrastructure and provides additional
ICC oversight of natural gas utility performance. The law
allows natural gas utilities the option to file for, and requires
the ICC to approve, a rate rider mechanism to recover costs
of certain natural gas infrastructure investments made
between rate cases. The law does not require a minimum
level of investment. Ameren Illinois expects to begin
including investments under this regulatory framework in
2015. Ameren Illinois’ decision to accelerate modernization
of its natural gas infrastructure under this regulatory
framework is dependent upon multiple considerations,
including the allowed return on equity under this framework
compared with other Ameren and Ameren Illinois
investment options.
ATXI Transmission Project
ATXI’s Illinois Rivers project is a MISO-approved
project to build a 345-kilovolt line from western Indiana
across the state of Illinois to eastern Missouri at an
estimated cost of $1.1 billion. In August 2013, the ICC
granted a certificate of public convenience and necessity
and approved seven of a total of nine sections of the route
and three of the proposed nine substations for the Illinois
Rivers project. The ICC order indicated the project is
necessary to address transmission and reliability needs in
an efficient and equitable manner and that the project will
benefit the development of a competitive electricity market.
The order also indicated that ATXI is capable of
constructing, managing and financing the project. In
94
October 2013, the ICC granted ATXI’s request for a
rehearing to consider additional evidence regarding the two
segments of the route and six substations that were not
approved, as well as the requests for rehearing of certain
other parties regarding two of the approved segments of
the route. In February 2014, the ICC issued a final order on
rehearing approving the remaining substations and routes
for the Illinois Rivers project.
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
reached an agreement with four of its nine wholesale
customers. FERC has approved these settlement
agreements, and any refund obligations related thereto have
been made. 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. In accordance with the
administrative law judge’s initial decision, Ameren and
Ameren Illinois have both included on their balance sheets
in “Current regulatory liabilities” an estimate of $13 million
and $8 million as of December 31, 2013, and December 31,
2012, respectively, for the refund due to wholesale
customers relating to billings for the period from March
2011 through December 2013.
Ameren Illinois Electric Transmission Rate Refund
In July 2012, FERC issued an order concluding that
Ameren Illinois improperly included acquisition premiums,
primarily 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. It is unknown when FERC will rule
on Ameren’s rehearing request, as it is under no deadline to
do so.
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.
Ameren Illinois estimated the maximum pretax charge to
earnings for this possible refund obligation through
December 31, 2013, would be $15 million, before interest
charges. 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.
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, 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.
Ameren is not able to predict when or how FERC will rule on
this complaint case.
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 (LPSC) 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, with $24 million
recorded as a reduction to “Purchased power” expense and
$5 million for interest recorded as “Miscellaneous income”
in the statement of income. The remaining $2 million was
recorded as an offset to the FAC under-recovered regulatory
asset for the amount refundable to customers. The amount
of the Entergy refund recorded to the FAC regulatory asset
related to the period when the FAC was effective; therefore,
such costs were previously included in customer rates. In
July 2012, Entergy filed an appeal of FERC’s January 2010
and 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 LPSC appealed FERC’s orders regarding LPSC’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 LPSC’s complaint. The court ordered FERC to
explain its previous denial of retroactive refunds and the
implementation of prospective charges. FERC’s decision on
95
remand of the retroactive impact of these issues could have
a financial impact on Ameren Missouri. 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 December 31, 2013.
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 exclusive agreement to support Westinghouse’s
application for the first installment of 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. 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 would not
obligate Ameren Missouri to build a small modular reactor
at the Callaway site; however, it would 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. In November 2012, the DOE
awarded the first installment of investment funds for only
one small modular reactor design, which was not the
Westinghouse design. The DOE stated that a second
installment of investment funds would be awarded during
2013. In December 2013, the DOE did not award
Westinghouse the second installment of investment funds.
Ameren Missouri’s agreement to exclusively support
Westinghouse’s application expired in January 2014.
Ameren Missouri estimated the total cost that would
be required to obtain the small modular reactor COL to be
$80 million to $100 million. As of December 31, 2013,
Ameren Missouri had capitalized investments of $69 million
for the development of a new nuclear energy center.
Ameren 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 for another 40 years.
The existing FERC license expired on June 30, 2010. In July
2010, Ameren Missouri received a license extension that
allows Taum Sauk to continue operations until FERC issues
a new license. A FERC order is expected in 2014. Ameren
Missouri cannot predict the ultimate outcome of FERC’s
review of the application.
96
Regulatory Assets and Liabilities
In accordance with authoritative accounting guidance regarding accounting for the effects of certain types of regulation,
Ameren Missouri and Ameren Illinois defer certain costs as regulatory assets pursuant to actions of regulators or based on the
expected ability to recover such costs in rates charged to customers. Ameren Missouri and Ameren Illinois also defer certain
amounts as regulatory liabilities because of actions of regulators or because of the expectation that such amounts will be
returned to customers in future rates. The following table presents Ameren’s, Ameren Missouri’s and Ameren Illinois’
regulatory assets and regulatory liabilities at December 31, 2013, and 2012:
Ameren
Missouri
2013
Ameren
Illinois
Ameren
Ameren
Missouri
2012
Ameren
Illinois
Ameren
$
$
$
$
$
$
$
Current regulatory assets:
Under-recovered FAC(a)(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Under-recovered Illinois electric power costs(c)
. . . . . . . . . . . . . .
Under-recovered PGA(c)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MTM derivative losses(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current regulatory assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent regulatory assets:
Pension and postretirement benefit costs(e) . . . . . . . . . . . . . . . . .
Income taxes(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset retirement obligations(g)
. . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Callaway costs(a)(h)
Unamortized loss on reacquired debt(a)(i)
. . . . . . . . . . . . . . . . . . .
Recoverable costs – contaminated facilities(j) . . . . . . . . . . . . . . . .
MTM derivative losses(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Storm costs(k) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . .
Demand-side costs before MEEIA implementation(a)(l)
Reserve for workers’ compensation liabilities(m)
. . . . . . . . . . . . .
Credit facilities fees(n) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
Common stock issuance costs(o)
Construction accounting for pollution control equipment(a)(p)
. . .
Solar rebate program(a)(q) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
IEIMA revenue requirement reconciliation(r) . . . . . . . . . . . . . . . . .
Other(s)(t) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total noncurrent regulatory assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Current regulatory liabilities:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Over-recovered FAC(b)
. . . . . . . . . . . . . . .
Over-recovered Illinois electric power costs(c)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Over-recovered PGA(c)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MTM derivative gains(d)
Wholesale distribution refund(u) . . . . . . . . . . . . . . . . . . . . . . . . . .
IEIMA revenue requirement reconciliation(r) . . . . . . . . . . . . . . . . .
Total current regulatory liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent regulatory liabilities:
Income taxes(v) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Removal costs(w)
Asset retirement obligation(g) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MTM derivative gains(d)
Bad debt riders(x)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . .
Pension and postretirement benefit costs tracker(y)
Energy efficiency riders(z) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
IEIMA revenue requirement reconciliation(r) . . . . . . . . . . . . . . . . .
FERC transmission revenue requirement reconciliation(aa) . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other(ab)
$
$
$
$
$
$
$
104
-
-
14
118
44
230
-
40
77
-
8
5
58
6
5
4
22
27
-
8
534
26
-
5
26
-
-
57
38
828
146
1
-
15
3
-
-
10
Total noncurrent regulatory liabilities . . . . . . . . . . . . . . . . . . . . . . . .
$
1,041
$
-
1
1
36
38
140
7
5
-
74
271
118
3
-
6
-
-
-
-
65
12
701
-
51
29
1
13
65
159
3
610
-
-
8
-
33
-
10
-
664
$
$
$
$
$
$
$
$
$
$
$
$
$
$
104
1
1
50
156
184
237
5
40
151
271
126
8
58
12
5
4
22
27
65
25
1,240
26
51
34
27
13
65
216
41
1,438
146
1
8
15
36
-
10
10
$
1,705
$
145
-
5
13
163
348
231
-
44
81
-
7
9
73
6
6
7
23
5
-
12
852
-
-
-
18
-
-
18
42
766
80
2
-
23
-
-
-
4
917
$
$
$
$
$
$
$
$
-
-
7
77
84
424
4
5
-
100
248
128
-
-
6
-
-
-
-
-
19
934
-
58
15
1
8
-
82
4
581
-
-
12
-
20
55
-
-
672
$
$
$
$
$
$
$
145
-
12
90
247
772
235
5
44
181
248
135
9
73
12
6
7
23
5
-
31
1,786
-
58
15
19
8
-
100
46
1,347
80
2
12
23
20
55
-
4
$
1,589
(a) These assets earn a return.
(b) Under-recovered or over-recovered fuel costs to be recovered through the FAC. Specific accumulation periods aggregate the under-recovered
or over-recovered costs over four months, any related adjustments that occur over the following four months, and the recovery from
customers that occurs over the next eight months.
(c) Costs under- or over-recovered from utility customers. Amounts will be recovered from, or refunded to, customers within one year of the
deferral.
(d) Deferral of commodity-related derivative MTM losses or gains. See Note 7 – Derivative Financial Instruments for additional information.
97
(e) These costs are being amortized in proportion to the recognition of prior service costs (credits), transition obligations (assets), and actuarial
losses (gains) attributable to Ameren’s pension plan and postretirement benefit plans. See Note 11 – Retirement Benefits for additional
information.
(f) Offset to certain deferred tax liabilities for expected recovery of future income taxes when paid. This will be recovered over the expected life of
the related assets.
(g) Recoverable or refundable removal costs for AROs, including net realized and unrealized gains and losses related to the nuclear
decommissioning trust fund investments. See Note 1 – Summary of Significant Accounting Policies – Asset Retirement Obligations.
(h) Ameren Missouri’s Callaway energy center operations and maintenance expenses, property taxes, and carrying costs incurred between the
(i)
(j)
plant in-service date and the date the plant was reflected in rates. These costs are being amortized over the remaining life of the energy center’s
current operating license, which expires in 2024.
Losses related to reacquired debt. These amounts are being amortized over the lives of the related new debt issuances or the original lives of
the old debt issuances if no new debt was issued.
The recoverable portion of accrued environmental site liabilities that will be collected from electric and natural gas customers through
ICC-approved cost recovery riders. The period of recovery will depend on the timing of remediation expenditures. See Note 15 – Commitments
and Contingencies for additional information.
(k) Actual storm costs in a test year that exceed the MoPSC staff’s normalized storm costs for rate purposes. As approved by the December 2012
MoPSC electric rate order, the 2006, 2007, and 2008 storm costs are being amortized through December 2014. As approved by the May 2010
MoPSC electric rate order, the 2009 storm costs are being amortized through June 2015. The Ameren Illinois total includes 2013 storm costs
deferred in accordance with the IEIMA. These costs are being amortized over a five-year period beginning in 2013.
(l) Demand-side costs incurred prior to implementation of the MEEIA in 2013, including the costs of developing, implementing and evaluating
customer energy efficiency and demand response programs. Costs incurred from May 2008 through September 2008 are being amortized over
a 10-year period that began in March 2009. Costs incurred from October 2008 through December 2009 are being amortized over a six-year
period that began in July 2010. Costs incurred from January 2010 through February 2011 are being amortized over a six-year period that began
in August 2011. Costs incurred from March 2011 through July 2012 are being amortized over a six-year period that began in January 2013.
(m) Reserve for workers’ compensation claims. The period of recovery will depend on the timing of actual expenditures.
(n) Ameren Missouri’s costs incurred to enter into and maintain the 2012 Ameren Missouri Credit Agreement. These costs are being amortized
over five years, beginning in November 2012. These costs are being amortized to construction work in progress, which will be depreciated
when assets are placed into service.
(o) The MoPSC’s May 2010 electric rate order allowed Ameren Missouri to recover its portion of Ameren’s September 2009 common stock
issuance costs. These costs are being amortized over five years, beginning in July 2010.
(p) The MoPSC’s May 2010 electric rate order allowed Ameren Missouri to record an allowance for funds used during construction for pollution
control equipment at its Sioux energy center until the cost of that equipment could be included in customer rates. These costs will be amortized
over the expected life of the Sioux energy center, which is currently through 2033.
(q) Costs associated with Ameren Missouri’s solar rebate program beginning in August 2012 to fulfill Ameren Missouri’s renewable energy
(r)
portfolio requirement. The amortization period for these costs will be three years, commencing with the next Ameren Missouri electric rate case
order.
The asset balance relates to the difference between Ameren Illinois’ 2013 revenue requirement calculated under the IEIMA’s performance-based
formula ratemaking framework, and the revenue requirement included in customer rates for 2013. Subject to ICC approval, this asset will be
collected from customers in 2015. The liability balance relates to the difference between Ameren Illinois’ 2012 revenue requirement calculated
under the IEIMA’s performance-based formula ratemaking framework and the revenue requirement included in customer rates for 2012. This
liability will be refunded to customers in 2014.
(s) The Ameren Illinois total includes Ameren Illinois Merger integration and optimization costs, which are amortized over four years, beginning in
January 2012. The Ameren Illinois total also includes costs related to the 2013 natural gas delivery service rate case costs, which are being
amortized over a two-year period that began in January 2014. The Ameren Illinois total also includes a portion of the unamortized debt fair
value adjustment recorded upon Ameren’s acquisition of IP. This portion is being amortized over the remaining life of the related debt. At
Ameren Missouri, the balance primarily includes the cost of renewable energy credits to fulfill its renewable energy portfolio requirement. Costs
incurred from January 2010 through July 2012 are being amortized over three years, beginning in January 2013.
The Ameren total includes $5 million for ATXI’s revenue requirement reconciliation adjustments for 2012 and 2013 calculated pursuant to the
FERC’s electric transmission formula ratemaking framework. These adjustments will be collected from customers in 2014 for the 2012 revenue
requirement reconciliation and in 2015 for the 2013 revenue requirement reconciliation.
(t)
(u) Estimated refund to wholesale electric customers. See 2011 Wholesale Distribution Rate Case above.
(v) Unamortized portion of investment tax credits, federal excess deferred taxes, and uncertain tax position tracker. The tracker is being amortized
over three years, beginning in January 2013. The unamortized portion of investment tax credit is being amortized over the expected life of the
underlying assets.
(w) Estimated funds collected for the eventual dismantling and removal of plant from service, net of salvage value, upon retirement related to our
rate-regulated operations.
(x) A regulatory tracking mechanism for the difference between the level of bad debt expense incurred by Ameren Illinois under GAAP and the level
of such costs included in electric and natural gas rates. The over-recovery relating to 2011 was refunded to customers from June 2012 through
May 2013. The over-recovery relating to 2012 is being refunded to customers from June 2013 through May 2014. The over-recovery relating to
2013 will be refunded to customers from June 2013 through May 2014.
(y) A regulatory tracking mechanism for the difference between the level of pension and postretirement benefit costs incurred by Ameren Missouri
under GAAP and the level of such costs built into rates. For periods prior to August 2012, the MoPSC’s December 2012 electric rate order
directed the amortization to occur over five years, beginning in January 2013. For periods after August 2012, the amortization period will be
determined in a future Ameren Missouri electric rate case.
(z) The Ameren Illinois balance relates its regulatory tracking mechanism to recover its electric and natural gas costs associated with developing,
implementing, and evaluating customer energy efficiency and demand response programs. This over-recovery will be refunded to customers
98
over the following 12 months after the plan year. The Ameren Missouri balance relates to its MEEIA program costs incurred and projected lost
revenues compared to the amount previously collected from customers. Beginning in January 2014, a MEEIA rider allows Ameren Missouri to
collect from or refund to customers any annual difference in the actual amounts incurred and the projected amounts collected from customers
for the MEEIA program costs and its projected lost revenues. Under the MEEIA rider, collections from or refunds to customers occur one year
after the program costs and projected lost revenues are incurred.
(aa) Ameren Illinois’ 2013 revenue requirement reconciliation adjustment calculated pursuant to the FERC’s electric transmission formula
ratemaking framework. This liability will be refunded to customers in 2015.
(bb) Balance primarily includes the costs of renewable energy credits to fulfill Ameren Missouri’s renewable energy portfolio requirement from
August 2012 through December 2013, which were less than the amount included in rates. The amortization period for this over-recovery will be
determined in a future Ameren Missouri electric rate case.
Ameren Missouri and Ameren Illinois continually assess the recoverability of their regulatory assets. Under current
accounting standards, regulatory assets are charged to earnings when it is no longer probable that such amounts will be
recovered through future revenues. To the extent that payments of regulatory liabilities are no longer probable, the amounts
are credited to earnings.
NOTE 3 – PROPERTY AND PLANT, NET
The following table presents property and plant, net, for each of the Ameren Companies at December 31, 2013, and 2012:
Ameren
Missouri(a)
Ameren
Illinois
Other
Ameren(a)(b)
2013
Property and plant, at original cost:
Electric . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Less: Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction work in progress:
Nuclear fuel in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,964
413
16,377
6,766
9,611
246
595
$
5,426
1,562
6,988
1,627
5,361
-
228
$
336
-
336
251
85
-
79
$
21,726
1,975
23,701
8,644
15,057
246
902
Property and plant, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
10,452
$
5,589
$
164
$
16,205
2012
Property and plant, at original cost:
Electric . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Less: Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction work in progress:
Nuclear fuel in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,638
393
16,031
6,614
9,417
317
427
$
4,985
1,461
6,446
1,495
4,951
-
101
$
319
-
319
237
82
-
53
$
20,942
1,854
22,796
8,346
14,450
317
581
Property and plant, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
10,161
$
5,052
$
135
$
15,348
(a) Amounts in Ameren and Ameren Missouri include two electric generation CTs under separate capital lease agreements. The gross cumulative
asset value of those agreements was $228 million at December 31, 2013, and $228 million at December 31, 2012. The total accumulated
depreciation associated with the two CTs was $56 million and $52 million at December 31, 2013, and 2012, respectively. In addition, Ameren
Missouri has investments in debt securities, which were classified as held-to-maturity, related to the two CTs from the city of Bowling Green
and Audrain County. As of December 31, 2013, and 2012, the carrying value of these debt securities was $299 million and $304 million,
respectively.
Includes amounts for Ameren registrant and nonregistrant subsidiaries.
(b)
99
The following table provides accrued capital and nuclear fuel expenditures at December 31, 2013, 2012, and 2011, which
represent noncash investing activity excluded from the accompanying statements of cash flows:
Accrued capital expenditures:
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Accrued nuclear fuel expenditures:
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175
107
97
8
8
36
$
74
63
73
8
8
36
$
86
37
18
(b)
(b)
(b)
Ameren(a)
Ameren
Missouri
Ameren
Illinois
Includes amounts for Ameren registrant and nonregistrant subsidiaries.
(a)
(b) Not applicable.
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.
2012 Credit Agreements
On November 14, 2012, Ameren and Ameren Missouri entered into the $1 billion 2012 Missouri Credit Agreement. The
2010 Missouri Credit Agreement was terminated when the 2012 Missouri Credit Agreement when into effect. Also on
November 14, 2012, Ameren and Ameren Illinois entered into the $1.1 billion 2012 Illinois Credit Agreement. The 2010 Illinois
Credit Agreement was terminated when the 2012 Illinois Credit Agreement went into effect. These facilities cumulatively
provide $2.1 billion of credit through November 14, 2017, which may be extended with the agreement of the lenders, subject
to the terms of such agreements, for two additional one-year periods. The facilities currently include 24 international, national,
and regional lenders, with no lender providing more than $125 million of credit in aggregate.
The obligations of each borrower under the respective 2012 Credit Agreements to which it is a party are several and not
joint, and, except under limited circumstances relating to expenses and indemnities, the obligations of Ameren Missouri and
Ameren Illinois under the respective 2012 Credit Agreements are not guaranteed by Ameren or any other subsidiary of
Ameren. The maximum aggregate amount available to each borrower under each facility is shown in the following table (such
amount being such borrower’s “Borrowing Sublimit”):
Ameren . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Missouri
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
500
800
(a)
$
300
(a)
800
2012 Missouri
Credit Agreement
2012 Illinois
Credit Agreement
(a) Not applicable.
Ameren has the option to seek additional commitments
from existing or new lenders to increase the total facility
size of the 2012 Credit Agreements up to a maximum
amount of $1.2 billion for the 2012 Missouri Credit
Agreement and $1.3 billion for the 2012 Illinois Credit
Agreement. The 2012 Credit Agreements as well as the
Borrowing Sublimits of Ameren and Ameren Missouri, will
mature and expire on November 14, 2017. The Borrowing
Sublimit of Ameren Illinois will mature and expire on
September 30, 2014, subject to extension on a 364-day
basis or for a longer period upon notice by the borrower of
receipt of any and all required federal or state regulatory
approvals, as permitted under the credit agreement, but in
no event later than November 14, 2017. In October 2013,
Ameren Illinois filed a petition seeking state regulatory
approval necessary to extend the maturity date of its
Borrowing Sublimit under the 2012 Illinois Credit
Agreement to November 14, 2017. If and when regulatory
approval is received, no lender approval will be required to
effect the extension. The principal amount of each revolving
loan owed by a borrower under any of the 2012 Credit
Agreements to which it is a party will be due and payable no
later than the final maturity date relating to such borrower
under such 2012 Credit Agreements.
The obligations of all borrowers under the 2012 Credit
Agreements are unsecured. Loans are available on a
revolving basis under each of the 2012 Credit Agreements.
Funds borrowed may be repaid and, subject to satisfaction
of the conditions to borrowing, reborrowed from time to
time. At the election of each borrower, the interest rates on
such loans will be the alternate base rate (“ABR”) plus the
margin applicable to the particular borrower and/or the
100
Eurodollar rate plus the margin applicable to the particular
borrower. The applicable margins will be determined by the
borrower’s long-term unsecured credit ratings or, if no such
ratings are then in effect, the borrower’s corporate/issuer
ratings then in effect. Letters of credit in an aggregate
undrawn face amount not to exceed 25% of the applicable
aggregate commitment under the respective 2012 Credit
Agreements are also available for issuance for the account
of the borrowers thereunder (but within the $2.1 billion
overall combined facility borrowing limitations of the 2012
Credit Agreements).
The borrowers will use the proceeds from any
borrowings under the 2012 Credit Agreements for general
corporate purposes, including working capital, commercial
paper liquidity support, loan funding under the Ameren
money pool arrangements or other short-term
intercompany loan arrangements, or paying fees and
expenses incurred in connection with the 2012 Credit
Agreements.
Commercial Paper
The 2012 Credit Agreements are used to borrow cash,
to issue letters of credit, and to support issuances under
Ameren’s $500 million commercial paper program and
Ameren Missouri’s $500 million commercial paper
program. Either of the 2012 Credit Agreements are available
to Ameren to support issuances under Ameren’s
commercial paper program, subject to borrowing sublimits.
The 2012 Missouri Credit Agreement is available to support
issuances under Ameren Missouri’s commercial paper
program. Ameren Illinois’ $500 million commercial paper
program, under which no commercial paper was ever
issued, was terminated in 2013. As of December 31, 2013,
based on commercial paper outstanding and 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 December 31, 2013, was $1.7 billion.
Ameren, Ameren Missouri, and Ameren Illinois did not
borrow under the 2012 Credit Agreements for the years
ended December 31, 2013, and 2012.
The following table summarizes the borrowing activity and relevant interest rates under Ameren’s commercial paper
program, for the years ended December 31, 2013, and 2012:
Average daily borrowings outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding borrowings at period-end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Peak borrowings during period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Peak interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013
2012
$
$
54
368
0.56%
368
0.85%
$
$
49
-
0.92%
229
1.25%
Indebtedness Provisions and Other Covenants
The information below presents a summary of the
Ameren Companies’ compliance with indebtedness
provisions and other covenants.
The 2012 Credit Agreements contain conditions to
borrowings and issuances of letters of credit, including the
absence of default or unmatured default, material accuracy
of representations and warranties (excluding any
representation after the closing date as to the absence of
material adverse change and material litigation, and the
absence of any notice of violation, liability or requirement
under any environmental laws that could have a material
adverse effect), and obtaining required regulatory
authorizations. In addition, as it relates to borrowings under
the 2012 Illinois Credit Agreement, it is a condition for any
such borrowing that, at the time of and after giving effect to
such borrowing, the borrower not be in violation of any
limitation on its ability to incur unsecured indebtedness
contained in its articles of incorporation.
The 2012 Credit Agreements also 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
December 31, 2013, the ratios of consolidated
indebtedness to total consolidated capitalization, calculated
in accordance with the provisions of the 2012 Credit
Agreements, were 48%, 47% and 44%, 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 1.0, 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 December 31, 2013,
was 5.3 to 1.0. Failure of a borrower to satisfy a financial
covenant constitutes an immediate default under the
applicable 2012 Credit Agreement.
The 2012 Credit Agreements contain default provisions
that apply separately to each borrower, provided, however,
that a default of Ameren Missouri or Ameren Illinois under
the applicable 2012 Credit Agreement will also be deemed
to constitute a default of Ameren under such agreement.
101
Defaults include a cross-default to a default of such
borrower under any other agreement covering outstanding
indebtedness of such borrower and certain subsidiaries
(other than project finance subsidiaries and nonmaterial
subsidiaries) in excess of $50 million in the aggregate
(including under the other 2012 Credit Agreement).
However, under the default provisions of the 2012 Credit
Agreements, any default of Ameren under any such 2012
Credit Agreements that results solely from a default of
Ameren Missouri or Ameren Illinois thereunder does not
result in a cross-default of Ameren under the other 2012
Credit Agreement. Further, the 2012 Credit Agreement
default provisions provide that an Ameren default under any
of the 2012 Credit Agreements does not trigger a default by
Ameren Missouri or Ameren Illinois.
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 December 31,
2013.
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 it 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. The money pool was established
to coordinate and to provide short-term cash and working
capital for the participants. 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 money pool for the year ended
December 31, 2013, was 0.14% (2012 – 0.13%).
See Note 14 – Related Party Transactions for the
amount of interest income and expense from the money
pool arrangements recorded by the Ameren Companies for
the years ended December 31, 2013, 2012, and 2011.
Money Pools
Unilateral Borrowing Agreement
Ameren 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 may participate in the
money pool only as a lender. Internal funds are surplus
funds contributed to the money pool from participants. The
In addition, a unilateral borrowing agreement exists
among Ameren, Ameren Illinois, and Ameren Services,
which enables Ameren Illinois to make short-term
borrowings directly from Ameren. The aggregate amount of
borrowings outstanding at any time by Ameren Illinois
under the unilateral borrowing agreement and the utility
money pool agreement, together with any outstanding
Ameren Illinois external credit facility borrowings, may not
exceed $500 million, pursuant to authorization from the
ICC. Ameren Illinois is not currently borrowing under the
unilateral borrowing agreement.
102
NOTE 5 – LONG-TERM DEBT AND EQUITY FINANCINGS
The following table presents long-term debt outstanding, including maturities due within one year, for the Ameren
Companies as of December 31, 2013, and 2012:
Ameren (Parent):
8.875% Senior unsecured notes due 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 425
$ 425
Less: Unamortized discount and premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Maturities due within one year
-
(425)
(1)
-
Long-term debt, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
-
$ 424
2013
2012
Ameren Missouri:
Senior secured notes:(a)
4.65% Senior secured notes due 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.50% Senior secured notes due 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.75% Senior secured notes due 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.40% Senior secured notes due 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.40% Senior secured notes due 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.00% Senior secured notes due 2018(b)
5.10% Senior secured notes due 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.70% Senior secured notes due 2019(b)
5.10% Senior secured notes due 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.00% Senior secured notes due 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.50% Senior secured notes due 2034 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.30% Senior secured notes due 2037 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.45% Senior secured notes due 2039(b)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.90% Senior secured notes due 2042(b)
Environmental improvement and pollution control revenue bonds:
1992 Series due 2022(c)(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1993 5.45% Series due 2028(e)
1998 Series A due 2033(c)(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1998 Series B due 2033(c)(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1998 Series C due 2033(c)(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations:
City of Bowling Green capital lease (Peno Creek CT) through 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Audrain County capital lease (Audrain County CT) due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
-
104
114
260
425
179
199
329
244
85
184
300
350
485
47
(e)
60
50
50
59
240
Total long-term debt, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,764
Less: Unamortized discount and premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Maturities due within one year
(7)
(109)
200
104
114
260
425
179
199
329
244
85
184
300
350
485
47
44
60
50
50
64
240
4,013
(7)
(205)
Long-term debt, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,648
$3,801
103
2013
2012
Ameren Illinois:
Senior secured notes:
8.875% Senior secured notes due 2013(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.20% Senior secured notes due 2016(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.25% Senior secured notes due 2016(g)
6.125% Senior secured notes due 2017(g)(h) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.25% Senior secured notes due 2018(g)(h) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.75% Senior secured notes due 2018(g)(h) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.70% Senior secured notes due 2022(g)(h) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.125% Senior secured notes due 2028(g)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.70% Senior secured notes due 2036(g)
6.70% Senior secured notes due 2036(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.80% Senior secured notes due 2043(g)
$
Environmental improvement and pollution control revenue bonds:
5.90% Series 1993 due 2023(i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.70% 1994A Series due 2024(j) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1993 Series C-1 5.95% due 2026(k)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1993 Series C-2 5.70% due 2026(k)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1993 Series B-1 due 2028(d)(k)
5.40% 1998A Series due 2028(j) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.40% 1998B Series due 2028(j) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair-market value adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
-
54
75
250
144
313
400
60
61
42
280
32
36
35
8
17
19
33
4
Total long-term debt, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,863
Less: Unamortized discount and premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Maturities due within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7)
-
$
150
54
75
250
144
313
400
60
61
42
-
32
36
35
8
17
19
33
4
1,733
(6)
(150)
Long-term debt, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren consolidated long-term debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
1,856
5,504
$
$
1,577
5,802
(a) These notes are collaterally secured by first mortgage bonds issued by Ameren Missouri under the Ameren Missouri mortgage indenture. The
notes have a fall-away lien provision and will remain secured only as long as any first mortgage bonds issued under the Ameren Missouri
mortgage indenture remain outstanding. Redemption, purchase, or maturity of all first mortgage bonds, including first mortgage bonds
currently outstanding and any that may be issued in the future, would result in a release of the first mortgage bonds currently securing these
notes, at which time these notes would become unsecured obligations. Considering the Ameren Missouri first mortgage bonds and senior
secured notes currently outstanding, and assuming no early retirement of any series of such securities in full, we do not expect the first
mortgage bond lien protection associated with these notes to fall away until 2042.
(b) Ameren Missouri has agreed, during the life of these notes, not to optionally redeem, purchase or otherwise retire in full its first mortgage
bonds. Ameren Missouri has also agreed to prevent a first mortgage bond release date from occurring as long as any of the 8.45% senior
secured notes due 2039 and any of the 3.90% senior secured notes due 2042 remain outstanding.
(c) These bonds are collaterally secured by first mortgage bonds issued by Ameren Missouri under the Ameren Missouri mortgage indenture and
have a fall-away lien provision similar to that of Ameren Missouri’s senior secured notes. The bonds are also backed by an insurance guarantee
policy.
Interest rates, and periods during which such rates apply, vary depending on our selection of defined rate modes. Maximum interest rates
could range up to 18% depending on the series of bonds. The average interest rates for 2013 and 2012 were as follows:
(d)
Ameren Missouri 1992 Series . . . . . . . . . .
Ameren Missouri 1998 Series A . . . . . . . .
Ameren Missouri 1998 Series B . . . . . . . .
Ameren Missouri 1998 Series C . . . . . . . .
Ameren Illinois 1993 Series B-1 . . . . . . . .
2013
2012
0.17% 0.30%
0.34% 0.65%
0.33% 0.64%
0.34% 0.64%
0.14% 0.22%
(e) These bonds are first mortgage bonds issued by Ameren Missouri under the Ameren Missouri mortgage bond indenture and are secured by
(f)
substantially all Ameren Missouri property and franchises. The bonds are callable at 100% of par value. Less than $1 million principal amount
of the bonds remain outstanding.
These notes are collaterally secured by first mortgage bonds issued by Ameren Illinois under the CILCO mortgage indenture. The notes have a
fall-away lien provision and will remain secured only as long as any series of first mortgage bonds issued under the CILCO mortgage indenture
remain outstanding. Redemption, purchase, or maturity of all first mortgage bonds, including first mortgage bonds currently outstanding and
any that may be issued in the future, would result in a release of the first mortgage bonds currently securing these notes, at which time these
notes would become unsecured obligations. Considering the CILCO first mortgage bonds and senior secured notes currently outstanding, and
assuming no early retirement of any series of such securities in full, we do not expect the first mortgage bond lien protection associated with
these notes to fall away until 2023.
(g) These notes are collaterally secured by mortgage bonds issued by Ameren Illinois under the Ameren Illinois mortgage indenture. The notes
have a fall-away lien provision and will remain secured only as long as any series of first mortgage bonds issued under the Ameren Illinois
mortgage indenture remain outstanding. Redemption, purchase, or maturity of all mortgage bonds, including first mortgage bonds currently
104
outstanding and any that may be issued in the future, would result in a release of the mortgage bonds currently securing these notes, at which
time these notes would become unsecured obligations. Considering the Ameren Illinois mortgage bonds and senior secured notes currently
outstanding, and assuming no early retirement of any series of such securities in full, we do not expect the mortgage bond lien protection
associated with these notes to fall away until 2028.
(h) Ameren Illinois has agreed, during the life of these notes, not to optionally redeem, purchase, or otherwise retire in full its Ameren Illinois
(i)
(j)
mortgage bonds; therefore, an Ameren Illinois first mortgage bond release date will not occur as long as any of these notes are outstanding.
These bonds are first mortgage bonds issued by Ameren Illinois under the CILCO mortgage indenture and are secured by substantially all
property of the former CILCO. The bonds are callable at 100% of par value.
These bonds are mortgage bonds issued by Ameren Illinois under the Ameren Illinois mortgage indenture and are secured by substantially all
property of the former IP and CIPS. The bonds are callable at 100% of par value. The bonds are also backed by an insurance guarantee policy.
(k) The bonds are callable at 100% of par value.
The following table presents the aggregate maturities of long-term debt, including current maturities, for the Ameren
Companies at December 31, 2013:
Ameren
(Parent)(a)
Ameren
Missouri(a)
Ameren
Illinois(a)(b)
Ameren
Consolidated
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
425
-
-
-
-
-
425
$
109
120
266
431
383
2,455
$
-
-
129
250
457
1,023
$
534
120
395
681
840
3,478
$
3,764
$
1,859
$
6,048
(a) Excludes unamortized discount and premium of $7 million and $7 million at Ameren Missouri and Ameren Illinois, respectively.
(b) Excludes $4 million related to Ameren Illinois’ long-term debt fair-market value adjustments, which are being amortized to interest expense
over the remaining life of the debt.
All classes of Ameren Missouri’s and Ameren Illinois’ preferred stock are entitled to cumulative dividends and have voting
rights. Preferred stock not subject to mandatory redemption of Ameren’s subsidiaries was included in “Noncontrolling
Interests” on Ameren’s consolidated balance sheet. The following table presents the outstanding preferred stock of Ameren
Missouri and Ameren Illinois that is not subject to mandatory redemption. The preferred stock is redeemable, at the option of
the issuer, at the prices shown below as of December 31, 2013, and 2012:
Redemption Price (per share)
2013
2012
Ameren Missouri:
Without par value and stated value of $100 per share, 25 million shares authorized
130,000 shares . . . . . . . . . . . . . . . . . . . .
40,000 shares . . . . . . . . . . . . . . . . . . . .
150,000 shares . . . . . . . . . . . . . . . . . . . .
40,000 shares . . . . . . . . . . . . . . . . . . . .
213,595 shares . . . . . . . . . . . . . . . . . . . .
200,000 shares . . . . . . . . . . . . . . . . . . . .
20,000 shares . . . . . . . . . . . . . . . . . . . .
14,000 shares . . . . . . . . . . . . . . . . . . . .
$3.50 Series
$3.70 Series
$4.00 Series
$4.30 Series
$4.50 Series
$4.56 Series
$4.75 Series
$5.50 Series A
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois:
With par value of $100 per share, 2 million shares authorized
4.00% Series
4.08% Series
4.20% Series
4.25% Series
4.26% Series
4.42% Series
4.70% Series
4.90% Series
4.92% Series
5.16% Series
6.625% Series
7.75% Series
144,275 shares . . . . . . . . . . . . . . . . . . . .
45,224 shares . . . . . . . . . . . . . . . . . . . .
23,655 shares . . . . . . . . . . . . . . . . . . . .
50,000 shares . . . . . . . . . . . . . . . . . . . .
16,621 shares . . . . . . . . . . . . . . . . . . . .
16,190 shares . . . . . . . . . . . . . . . . . . . .
18,429 shares . . . . . . . . . . . . . . . . . . . .
73,825 shares . . . . . . . . . . . . . . . . . . . .
49,289 shares . . . . . . . . . . . . . . . . . . . .
50,000 shares . . . . . . . . . . . . . . . . . . . .
124,274 shares . . . . . . . . . . . . . . . . . . . .
4,542 shares . . . . . . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Ameren . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(a)
In the event of voluntary liquidation, $105.50.
105
$ 110.00
104.75
105.625
105.00
110.00(a)
102.47
102.176
110.00
$ 101.00
103.00
104.00
102.00
103.00
103.00
103.00
102.00
103.50
102.00
100.00
100.00
$
$
$
$
$
13
4
15
4
21
20
2
1
80
14
5
2
5
2
2
2
7
5
5
12
1
62
142
$
$
$
$
$
13
4
15
4
21
20
2
1
80
14
5
2
5
2
2
2
7
5
5
12
1
62
142
Ameren has 100 million shares of $0.01 par value
preferred stock authorized, with no shares outstanding.
Ameren Missouri has 7.5 million shares of $1 par value
preference stock authorized, with no such preference stock
outstanding. Ameren Illinois has 2.6 million shares of no
par value preferred stock authorized, with no shares
outstanding.
Ameren
Ameren filed a Form S-8 registration statement with
the SEC in October 2013, authorizing the offering of
4 million additional shares of its common stock under its
401(k) plan. Shares of common stock sold under the 401(k)
plan are, at Ameren’s option, newly issued shares, treasury
Ameren Missouri
shares, or shares purchased in the open market or in
privately negotiated transactions.
Ameren filed a Form S-3 registration statement with
the SEC in June 2011, authorizing the offering of 6 million
additional shares of its common stock under DRPlus.
Shares of common stock sold under DRPlus are, at
Ameren’s option, newly issued shares, treasury shares, or
shares purchased in the open market or in privately
negotiated transactions. In 2013 and 2012, Ameren shares
were purchased in the open market for DRPlus and its
401(k) plan. Under DRPlus and its 401(k) plan, Ameren
issued 2.2 million shares of common stock in 2011, which
were valued at $65 million.
In October 2013, $44 million of Ameren Missouri’s 1993 5.45% Series tax-exempt first mortgage bonds were redeemed
at par value plus accrued interest, and $200 million of Ameren Missouri’s 4.65% senior secured notes matured and were
retired.
On September 11, 2012, Ameren Missouri issued $485 million principal amount of 3.90% senior secured notes due
September 15, 2042, with interest payable semiannually on March 15 and September 15 of each year, beginning March 15,
2013. These notes are secured by first mortgage bonds. Ameren Missouri received net proceeds of $478 million. The proceeds
were used, together with other available cash, to provide the funds necessary to complete Ameren Missouri’s tender offer on
September 20, 2012, including the payment of interest and all related fees and expenses, and to retire the $173 million
principal amount 5.25% senior secured notes that matured in September 2012.
On September 20, 2012, Ameren Missouri completed its tender offer to purchase for cash its outstanding 6.00% senior
secured notes due 2018, 6.70% senior secured notes due 2019, 5.10% senior secured notes due 2018, and 5.10% senior
secured notes due 2019. Any notes that were not tendered and purchased in the tender offer remain outstanding and continue
to be obligations of Ameren Missouri. The following table sets forth the aggregate principal amount of each series of notes
repurchased, along with certain other items related to the tender offer:
Senior Secured Notes
Principal Amount
Repurchased
Premium Plus Accrued
and Unpaid Interest(a)
Principal Amount Outstanding
After Tender Offer
6.00% senior secured notes due 2018 . . . . . . . . . . . . . . . . . . . . .
6.70% senior secured notes due 2019 . . . . . . . . . . . . . . . . . . . . .
5.10% senior secured notes due 2018 . . . . . . . . . . . . . . . . . . . . .
5.10% senior secured notes due 2019 . . . . . . . . . . . . . . . . . . . . .
$
71
121
1
56
$
19
35
(b)
12
$
179
329
199
244
(a) The premiums paid in association with the tender offer were recorded as a regulatory asset and are being amortized over the life of the
$485 million 3.90% senior secured notes due 2042.
(b) Amount is less than $1 million.
Ameren Illinois
In January 2014, Ameren Illinois redeemed the following environmental improvement and pollution control revenue
bonds at par value plus accrued interest:
Senior Secured Notes
Principal Amount
5.90% Series 1993 due 2023(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.70% 1994A Series due 2024(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1993 Series C-1 5.95% due 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1993 Series C-2 5.70% due 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.40% 1998A Series due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.40% 1998B Series due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
32
36
35
8
19
33
Total amount redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
163
(a) Less than $1 million principal amount of the bonds remain outstanding as of January 31, 2014.
106
In December 2013, Ameren Illinois issued $280 million principal amount of 4.80% senior secured notes due
December 15, 2043, with interest payable semiannually on June 15 and December 15 of each year, beginning June 15, 2014.
These notes are secured by first mortgage bonds. Ameren Illinois received net proceeds of $276 million. The proceeds were
used, together with other available cash, to repay at maturity $150 million aggregate principal amount of its 8.875% senior
secured notes due December 15, 2013, and to repay its short-term debt.
On August 20, 2012, Ameren Illinois issued $400 million principal amount of 2.70% senior secured notes due
September 1, 2022, with interest payable semiannually on March 1 and September 1 of each year, beginning March 1, 2013.
These notes are secured by first mortgage bonds. Ameren Illinois received net proceeds of $397 million. The proceeds were
used, together with other available cash, to provide the funds necessary to complete Ameren Illinois’ tender offer on
August 27, 2012, including the payment of interest and all related fees and expenses, and to redeem $51 million principal
amount of 5.50% pollution control revenue bonds at par value plus accrued interest.
On August 27, 2012, Ameren Illinois completed its tender offer to purchase for cash its outstanding 9.75% senior
secured notes due 2018 and 6.25% senior secured notes due 2018. Any notes that were not tendered and purchased in the
tender offer remain outstanding and continue to be obligations of Ameren Illinois. The following table sets forth the aggregate
principal amount of each series of notes repurchased, along with certain other items related to the tender offer:
Senior Secured Notes
Principal Amount
Repurchased
Premium Plus Accrued
and Unpaid Interest(a)
Principal Amount Outstanding
After Tender Offer
9.75% senior secured notes due 2018 . . . . . . . . . . . . . . . . . . . . .
6.25% senior secured notes due 2018 . . . . . . . . . . . . . . . . . . . . .
$
87
194
$
36
47
$
313
144
(a) Premiums paid in the amount of $21 million in association with the tender offer were recorded as a regulatory asset and are being amortized
over the life of the $400 million 2.70% senior secured notes due 2022. Premiums of $15 million were expensed in 2013 as a result of
disallowances in the ICC’s December 2013 electric and natural gas rate orders. See Note 2 – Rate and Regulatory Matters for further
information regarding the disallowances.
In November 2012, $1 million principal amount of Ameren Illinois’ 6.20% Series 1992B Pollution Control revenue bonds
matured and were retired.
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 December 31, 2013, at an assumed interest rate of 6% and dividend rate of 7%.
Required Interest
Coverage Ratio(a)
Actual Interest
Coverage Ratio
Ameren Missouri . . . .
Ameren Illinois . . . . . .
>2.0
>2.0
4.5
6.8
Bonds Issuable(b)
$
3,831
3,565(d)
Required Dividend
Coverage Ratio(c)
Actual Dividend
Coverage Ratio
Preferred Stock
Issuable
>2.5
>1.5
116.5
2.4
$
2,228
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 $729 million and $365 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
nonregistrant Ameren subsidiaries are subject to
Section 305(a) of the Federal Power Act, which makes it
107
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.” 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. As of
December 31, 2013, Ameren Illinois’ ratio of common stock
equity to total capitalization was 55%.
In order for the Ameren Companies to issue securities
in the future, they will have to comply with all applicable
requirements in effect at the time of any such issuances.
Off-Balance-Sheet Arrangements
At December 31, 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. See Note 16 – Divestiture Transactions
and Discontinued Operations for Ameren (parent)
guarantees and letters of credit issued to support New AER
based on the transaction agreement with IPH.
108
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 years ended December 31, 2013, 2012, and 2011:
2013
2012
2011
Ameren:(a)
Miscellaneous income:
Allowance for equity funds used during construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income on industrial development revenue bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total miscellaneous income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous expense:
Donations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total miscellaneous expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Missouri:
Miscellaneous income:
Allowance for equity funds used during construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income on industrial development revenue bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total miscellaneous income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous expense:
Donations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total miscellaneous expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois:
Miscellaneous income:
Allowance for equity funds used during construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total miscellaneous income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous expense:
Donations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total miscellaneous expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
$
$
$
$
$
$
$
$
37
27
3
2
69
12
14
26
31
27
-
-
58
4
7
11
6
2
2
10
4
5
9
$
$
$
$
$
$
$
$
$
$
$
$
36
28
4(b)
2
70
24(c)
13
37
31
28
4(b)
-
63
9
5
14
5
-
2
7
11(c)
6
17
$
$
$
$
$
$
$
$
$
$
$
$
34
28
3
3
68
8
15
23
30
28
2
1
61
3
7
10
4
1
2
7
1
5
6
(a)
(b)
(c)
Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.
Includes interest income received in 2012 relating to a refund of charges included in an expired power purchase agreement with Entergy. See
Note 2 – Rate and Regulatory Matters for additional information.
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 electric delivery formula ratemaking process.
NOTE 7 – DERIVATIVE FINANCIAL INSTRUMENTS
We use derivatives principally to manage the risk of
changes in market prices for natural gas, diesel, power, 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 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.
109
The following table presents open gross commodity contract volumes by commodity type for derivative assets and
liabilities as of December 31, 2013, and 2012. As of December 31, 2013, these contracts ran through October 2016, October
2019, May 2032, and October 2016 for fuel oils, natural gas, power, and uranium, respectively.
Quantity (in millions, except as indicated)
2013
2012
Commodity
Ameren
Missouri
Ameren
Illinois
Ameren
Ameren
Missouri
Ameren
Illinois
Ameren
Fuel oils (in gallons)(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas (in mmbtu) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power (in megawatthours) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Uranium (pounds in thousands)
66
28
3
796
(b)
108
11
(b)
66
136
14
796
70
19
11
446
(b)
128
14
(b)
70
147
25
446
Fuel oils consist of heating oil, ultra-low-sulfur diesel, and crude oil.
(a)
(b) Not applicable.
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 discussion of 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. 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. As of December 31, 2013, and 2012, all
contracts that qualify for hedge accounting receive
regulatory deferral.
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.
110
The following table presents the carrying value and balance sheet location of all derivative instruments as of
December 31, 2013, and 2012:
Balance Sheet Location
Ameren
Missouri
Ameren
Illinois
Ameren
2013
Derivative assets not designated as hedging instruments(a)
Commodity contracts:
Fuel oils . . . . . . . . . . . . . .
Natural gas . . . . . . . . . . . .
Power . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
6
3
1
23
33
Derivative liabilities not designated as hedging instruments(a)
Commodity contracts:
Fuel oils . . . . . . . . . . . . . . MTM derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(b)
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other deferred credits and liabilities . . . . . . . . . . . . . . . . . . . . .
Natural gas . . . . . . . . . . . . MTM derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other deferred credits and liabilities . . . . . . . . . . . . . . . . . . . . .
Power . . . . . . . . . . . . . . . . MTM derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other deferred credits and liabilities . . . . . . . . . . . . . . . . . . . . .
Uranium . . . . . . . . . . . . . . MTM derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other deferred credits and liabilities . . . . . . . . . . . . . . . . . . . . .
2
1
(b)
5
6
(b)
4
-
(b)
5
1
$
$
$
-
-
1
-
1
-
-
-
27
-
19
9
-
99
-
-
-
$
$
$
6
3
2
23
34
2
-
1
32
-
25
13
-
99
5
-
1
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
24
$
154
$
178
2012
Derivative assets not designated as hedging instruments(a)
Commodity contracts:
Fuel oils . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Natural gas . . . . . . . . . . . .
Power . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
4
-
1
14
1
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
28
Derivative liabilities not designated as hedging instruments(a)
Commodity contracts:
Fuel oils . . . . . . . . . . . . . . MTM derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(b)
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other deferred credits and liabilities . . . . . . . . . . . . . . . . . . . . .
Natural gas . . . . . . . . . . . . MTM derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other deferred credits and liabilities . . . . . . . . . . . . . . . . . . . . .
Power . . . . . . . . . . . . . . . . MTM derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other deferred credits and liabilities
Uranium . . . . . . . . . . . . . . MTM derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other deferred credits and liabilities . . . . . . . . . . . . . . . . . . . . .
2
2
(b)
8
7
(b)
4
-
(b)
1
1
$
$
$
-
-
1
-
-
-
1
-
-
-
56
-
38
21
-
90
-
-
-
$
$
$
8
4
1
1
14
1
29
2
-
2
64
-
45
25
-
90
1
-
1
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
25
$
205
$
230
Includes derivatives subject to regulatory deferral.
(a)
(b) Balance sheet line item not applicable to registrant.
111
The following table presents the cumulative amount of pretax net gains (losses) on all derivative instruments deferred in
regulatory assets or regulatory liabilities as of December 31, 2013, and 2012:
2013
Cumulative gains (losses) deferred in regulatory liabilities or assets:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fuel oils derivative contracts(a)
Natural gas derivative contracts(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power derivative contracts(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Uranium derivative contracts(d)
2012
Cumulative gains (losses) deferred in regulatory liabilities or assets:
Fuel oils derivative contracts(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas derivative contracts(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power derivative contracts(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Uranium derivative contracts(d)
Ameren
Missouri
Ameren
Illinois
Ameren
$
$
2
(10)
19
(6)
4
(14)
12
(2)
$
-
(45)
(108)
-
$
2
(55)
(89)
(6)
$
-
(93)
(111)
-
$
4
(107)
(99)
(2)
(a) Represents net gains on fuel oils derivative contracts at Ameren Missouri. These contracts are a partial hedge of Ameren Missouri’s
transportation costs for coal through October 2016, as of December 31, 2013. Current gains deferred as regulatory liabilities include $3 million
and $3 million at Ameren and Ameren Missouri as of December 31, 2013, respectively. Current losses deferred as regulatory assets include
$1 million and $1 million at Ameren and Ameren Missouri as of December 31, 2013, respectively.
(b) Represents net losses associated with natural gas derivative contracts. These contracts are a partial hedge of natural gas requirements through
October 2019 at Ameren and Ameren Missouri and through March 2017 at Ameren Illinois, in each case as of December 31, 2013. Current
gains deferred as regulatory liabilities include $2 million, $1 million, and $1 million at Ameren, Ameren Missouri, and Ameren Illinois,
respectively, as of December 31, 2013. Current losses deferred as regulatory assets include $32 million, $5 million, and $27 million at Ameren,
Ameren Missouri and Ameren Illinois, respectively, as of December 31, 2013.
(c) Represents net gains (losses) associated with power derivative contracts. These contracts are a partial hedge of power price requirements
through May 2032 at Ameren and Ameren Illinois and through December 2015 at Ameren Missouri, in each case as of December 31, 2013.
Current gains deferred as regulatory liabilities include $23 million and $23 million at Ameren and Ameren Missouri, respectively, as of
December 31, 2013. Current losses deferred as regulatory assets include $13 million, $4 million, and $9 million at Ameren, Ameren Missouri
and Ameren Illinois, respectively, as of December 31, 2013.
(d) Represents net losses on uranium derivative contracts at Ameren Missouri. These contracts are a partial hedge of Ameren Missouri’s uranium
requirements through October 2016, as of December 31, 2013. Current losses deferred as regulatory assets include $5 million and $5 million
at Ameren and Ameren Missouri as of December 31, 2013, respectively.
Derivative instruments are subject to various credit-related losses in the event of nonperformance by counterparties to the
transaction. Exchange-traded contracts are supported by the financial and credit quality of the clearing members of the
respective exchanges and have nominal credit risk. In all other transactions, we are exposed to credit risk. Our credit risk
management program involves establishing credit limits and collateral requirements for counterparties, using master trading
and netting agreements, and reporting daily exposure to senior management.
We believe that entering into master trading and netting agreements mitigates the level of financial loss that could result
from default by allowing net settlement of derivative assets and liabilities. We generally enter into the following master trading
and netting agreements: (1) the International Swaps and Derivatives Association Agreement, a standardized financial natural
gas and electric contract; (2) the Master Power Purchase and Sale Agreement, created by the Edison Electric Institute and the
National Energy Marketers Association, a standardized contract for the purchase and sale of wholesale power; and (3) the
North American Energy Standards Board Inc. agreement, a standardized contract for the purchase and sale of natural gas.
These master trading and netting agreements allow the counterparties to net settle sale and purchase transactions. Further,
collateral requirements are calculated at the master trading and netting agreement level by counterparty.
112
Although Ameren had not previously elected to offset fair value amounts and collateral for derivative instruments
executed with the same counterparty under the same master netting arrangement, authoritative accounting guidance, effective
in the first quarter 2013, requires those amounts eligible to be offset to be presented both at the gross and net amounts. The
following table provides the recognized gross derivative balances and the net amounts of those derivatives subject to an
enforceable master netting arrangement or similar agreement as of December 31, 2013, and 2012:
Gross Amounts Not Offset in the
Balance Sheet
Gross Amounts
Recognized in the
Balance Sheet
Derivative
Instruments
Cash Collateral
Received/Posted(a)
Net
Amount
2013
Commodity contracts eligible to be offset:
Assets:
Ameren Missouri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities:
Ameren Missouri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
33
1
34
24
154
Ameren . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 178
2012
Commodity contracts eligible to be offset:
Assets:
Ameren Missouri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities:
Ameren Missouri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
28
1
29
25
205
Ameren . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 230
$
$
$
$
$
$
$
$
9
1
10
9
1
10
9
1
10
9
1
10
$
$
$
$
$
$
$
$
-
-
-
9
15
24
-
-
-
7
58
65
$
$
$
24
-
24
6
138
$ 144
$
$
$
19
-
19
9
146
$ 155
(a) Cash collateral received reduces gross asset balances and is included in “Other current liabilities” and “Other deferred credits and liabilities” on
the balance sheet. Cash collateral posted reduces gross liability balances and is included in “Other current assets” and “Other assets” on the
balance sheet.
Concentrations of Credit Risk
In determining our concentrations of credit risk related to derivative instruments, we review our individual counterparties
and categorize each counterparty into groupings according to the primary business in which each engages. We calculate
maximum exposures based on the gross fair value of financial instruments, including accrual and NPNS contracts. As of
December 31, 2013, if counterparty groups were to fail completely to perform on contracts, Ameren, Ameren Missouri, and
Ameren Illinois’ maximum exposure was $13 million, $12 million, and $1 million, respectively. As of December 31, 2012, if
counterparty groups were to fail completely to perform on contracts, Ameren, Ameren Missouri, and Ameren Illinois’
maximum exposure was $23 million, $22 million, and $1 million, respectively. The potential loss on counterparty exposures is
reduced by the application of master trading and netting agreements and collateral held to the extent of reducing the exposure
to zero. As of December 31, 2013, the potential loss after consideration of the application of master trading and netting
agreements and collateral held for Ameren and Ameren Missouri was $6 million and $6 million, respectively. As of
December 31, 2012, the potential loss after consideration of the application of master trading and netting agreements and
collateral held for Ameren and Ameren Missouri was $15 million and $15 million, respectively.
113
Derivative Instruments with Credit Risk-Related Contingent Features
Our commodity contracts contain collateral provisions tied to the Ameren Companies’ credit ratings. If we were to
experience an adverse change in our credit ratings, or if a counterparty with reasonable grounds for uncertainty regarding
performance of an obligation requested adequate assurance of performance, additional collateral postings might be required.
The following table presents, as of December 31, 2013, and 2012, the aggregate fair value of all derivative instruments with
credit risk-related contingent features in a gross liability position, the cash collateral posted, and the aggregate amount of
additional collateral that could be required to be posted with counterparties. The additional collateral required is the net liability
position allowed under the master trading and netting agreements assuming (1) the credit risk-related contingent features
underlying these agreements were triggered on December 31, 2013, or 2012, respectively, and (2) those counterparties with
rights to do so requested collateral:
Aggregate Fair Value of
Derivative Liabilities(a)
Cash
Collateral Posted
Potential Aggregate Amount of
Additional Collateral Required(b)
2013
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Missouri
Ameren Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
Ameren Missouri
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
70
75
145
78
148
226
$
$
$
$
2
15
17
3
58
61
$
$
$
$
67
55
122
71
84
155
(a) Prior to consideration of master trading and netting agreements and including NPNS and accrual contract exposures.
(b) As collateral requirements with certain counterparties are based on master trading and netting agreements, the aggregate amount of additional
collateral required to be posted is determined after consideration of the effects of such agreements.
Derivatives Subject to Regulatory Deferral
The following table represents the net change in
market value associated with derivatives that qualify for
regulatory deferral for the years ended December 31, 2013
and 2012:
Ameren(a)
Ameren
Missouri
Ameren
Illinois
Gain (Loss) Recognized
in Regulatory Liabilities
or Regulatory Assets
2012
2013
Fuel oils . . . . . . . . . . . . .
Natural gas . . . . . . . . . . .
Power . . . . . . . . . . . . . . .
Uranium . . . . . . . . . . . . .
Total
Fuel oils . . . . . . . . . . . . .
Natural gas . . . . . . . . . . .
Power . . . . . . . . . . . . . . .
Uranium . . . . . . . . . . . . .
Total
Natural gas . . . . . . . . . . .
Power . . . . . . . . . . . . . . .
Total
$
$
$
$
$
$
(2)
52
10
(4)
56
(2)
4
7
(4)
5
48
3
51
$
(15)
84
(180)
(1)
$ (112)
$
$
$
$
(15)
10
(9)
(1)
(15)
74
29
103
(a) Amounts include intercompany eliminations.
NOTE 8 – FAIR VALUE MEASUREMENTS
Fair value is defined as the exchange price that would
be received for an asset or paid to transfer a liability (an exit
price) in the principal or most advantageous market for the
asset or liability in an orderly transaction between market
participants on the measurement date. We use various
methods to determine fair value, including market, income,
and cost approaches. With these approaches, we adopt
certain assumptions that market participants would use in
pricing the asset or liability, including assumptions about
market risk or the risks inherent in the inputs to the
valuation. Inputs to valuation can be readily observable,
market-corroborated, or unobservable. We use valuation
techniques that maximize the use of observable inputs and
minimize the use of unobservable inputs. Authoritative
accounting guidance established a fair value hierarchy that
prioritizes the inputs used to measure fair value. All financial
assets and liabilities carried at fair value are classified and
disclosed in one of the following three hierarchy levels:
Level 1: Inputs based on quoted prices in active
markets for identical assets or liabilities. Level 1 assets and
liabilities are primarily exchange-traded derivatives and
assets, including cash and cash equivalents and listed
equity securities, such as those held in Ameren Missouri’s
nuclear decommissioning trust fund.
The market approach is used to measure the fair value
of equity securities held in Ameren Missouri’s nuclear
decommissioning trust fund. Equity securities in this fund
are representative of the S&P 500 index, excluding
securities of Ameren Corporation, owners and/or operators
of nuclear power plants and the trustee and investment
managers. The S&P 500 index comprises stocks of large
capitalization companies.
Level 2: Market-based inputs corroborated by third-
party brokers or exchanges based on transacted market
data. Level 2 assets and liabilities include certain assets
114
held in Ameren Missouri’s nuclear decommissioning trust
fund, including corporate bonds and other fixed-income
securities, United States treasury and agency securities, and
certain over-the-counter derivative instruments, including
natural gas and financial power transactions.
Fixed income securities are valued using prices from
independent industry recognized data vendors who provide
values that are either exchange-based or matrix-based. The
fair value measurements of fixed income securities
classified as Level 2 are based on inputs other than quoted
prices that are observable for the asset or liability. Examples
are matrix pricing, market corroborated pricing, and inputs
such as yield curves and indices. Level 2 fixed income
securities in the nuclear decommissioning trust fund are
primarily corporate bonds, asset-backed securities and
United States agency bonds.
Derivative instruments classified as Level 2 are valued
by corroborated observable inputs, such as pricing services
or prices from similar instruments that trade in liquid
markets. Our development and corroboration process
entails obtaining multiple quotes or prices from outside
sources. To derive our forward view to price our derivative
instruments at fair value, we average the midpoints of the
bid/ask spreads. To validate forward prices obtained from
outside parties, we compare the pricing to recently settled
market transactions. Additionally, a review of all sources is
performed to identify any anomalies or potential errors.
Further, we consider the volume of transactions on certain
trading platforms in our reasonableness assessment of the
averaged midpoint. Natural gas derivative contracts are
valued based upon exchange closing prices without
significant unobservable adjustments. Power derivatives
contracts are valued based upon the use of multiple forward
prices provided by third parties. The prices are averaged
and shaped to a monthly profile when needed without
significant unobservable adjustments.
Level 3: Unobservable inputs that are not corroborated
by market data. Level 3 assets and liabilities are valued by
internally developed models and assumptions or
methodologies that use significant unobservable inputs.
Level 3 assets and liabilities include derivative instruments
that trade in less liquid markets, where pricing is largely
unobservable. We value Level 3 instruments by using
pricing models with inputs that are often unobservable in
the market, as well as certain internal assumptions. Our
development and corroboration process entails obtaining
multiple quotes or prices from outside sources. As a part of
our reasonableness review, an evaluation of all sources is
performed to identify any anomalies or potential errors.
We perform an analysis each quarter to determine the
appropriate hierarchy level of the assets and liabilities
subject to fair value measurements. Financial assets and
liabilities are classified in their entirety according to the
lowest level of input that is significant to the fair value
measurement. All assets and liabilities whose fair value
measurement is based on significant unobservable inputs
are classified as Level 3.
The following table describes the valuation techniques and unobservable inputs for the fair value of financial assets and
liabilities classified as Level 3 in the fair value hierarchy for the period ended December 31, 2013:
Fair Value
Assets
Liabilities
Valuation Technique(s)
Unobservable Input
Range
Weighted
Average
Ameren
Level 3 Derivative asset and liability – commodity contracts(a):
Option model
Discounted cash flow
Discounted cash flow
Fuel oils
Power(e)
(110)
$ 8
(3)
21
$
Fundamental energy production
model
Contract price allocation
Uranium
-
(6)
Discounted cash flow
10 - 35
0.26 - 2
25 - 51
Volatilities(%)(b)
Counterparty credit risk(%)(c)(d)
Average forward peak and off-peak
pricing - forwards/swaps($/MWh)(c)
Estimated auction price for FTRs($/MW)(b)
Nodal basis($/MWh)(c)
Counterparty credit risk(%)(c)(d)
Ameren credit risk(%)(c)(d)
Estimated future gas prices($/mmbtu)(b) 4 - 5
(1,594) - 945
(3) - (1)
0.39 - 0.50
2
Escalation rate(%)(b)(g)
Estimated renewable energy credit
costs($/credit)(b)
Average bid/ask consensus
pricing($/pound)(b)
Ameren
Missouri
Fuel oils
$ 8
$
(3)
Option model
Volatilities(%)(b)
Power(e)
21
(2)
Discounted cash flow
Discounted cash flow
Uranium
-
(6)
Discounted cash flow
Counterparty credit risk(%)(c)(d)
Average forward peak and off-peak
pricing - forwards/swaps($/MWh)(c)
Estimated auction price for FTRs($/MW)(b)
Nodal basis($/MWh)(c)
Counterparty credit risk(%)(c)(d)
Ameren Missouri credit risk(%)(c)(d)
Average bid/ask consensus
pricing($/pound)(b)
115
16
1
32
305
(2)
0.42
(f)
5
4
6
36
16
1
40
305
(2)
0.42
(f)
36
3 - 4
5 - 7
34 - 41
10 - 35
0.26 - 2
25 - 51
(1,594) - 945
(3) - (1)
0.39 - 0.50
2
34 - 41
Fair Value
Assets
Liabilities
Valuation Technique(s)
Unobservable Input
Range
Ameren
Illinois
Power(e)
$ -
$ (108)
Discounted cash flow
Fundamental energy production
model
Contract price allocation
Average forward peak and off-peak
pricing - forwards/swaps($/MWh)(b)
Nodal basis($/MWh)(b)
Ameren Illinois credit risk(%)(c)(d)
Estimated future gas prices($/mmbtu)(b) 4 - 5
(4) - 0
2
27 - 36
Escalation rate(%)(b)(g)
Estimated renewable energy credit
costs($/credit)(b)
3 - 4
5 - 7
Weighted
Average
30
(2)
(f)
5
4
6
(a) The derivative asset and liability balances are presented net of counterparty credit considerations.
(b) Generally, significant increases (decreases) in this input in isolation would result in a significantly higher (lower) fair value measurement.
(c) Generally, significant increases (decreases) in this input in isolation would result in a significantly lower (higher) fair value measurement.
(d) Counterparty credit risk is applied only to counterparties with derivative asset balances. Ameren, Ameren Missouri and Ameren Illinois credit
risk is applied only to counterparties with derivative liability balances.
(e) Power valuations use visible third-party pricing evaluated by month for peak and off-peak demand through 2017. Valuations beyond 2017 use
fundamentally modeled pricing by month for peak and off-peak demand.
(f) Not applicable.
(g) Escalation rate applies to power prices 2026 and beyond.
The following table describes the valuation techniques and unobservable inputs for the fair value of financial assets and
liabilities classified as Level 3 in the fair value hierarchy as of December 31, 2012:
Fair Value
Assets
Liabilities
Valuation Technique
Unobservable Input
Range
Level 3 Derivative asset and liability – commodity contracts(a):
Ameren
Fuel oils
$ 8
$
(3)
Option model
Discounted cash flow
Power(f)
14
(114)
Discounted cash flow
Fundamental energy production
model
Contract price allocation
Uranium
-
(2)
Discounted cash flow
7 - 27
0.21 - 0.60
0.12 - 1
2
22 - 47
Volatilities(%)(b)
Escalation rate(%)(b)
Counterparty credit risk(%)(c)(d)
Ameren credit risk(%)(c)(d)
Average forward peak and off-peak power
pricing - forwards/swaps($/MWh)(c)
Estimated auction price for FTRs
($/MW)(b)
(5) - (1)
Nodal basis($/MWh)(c)
0.22 - 1
Counterparty credit risk(%)(c)(d)
Ameren credit risk(%)(c)(d)
2 - 5
Estimated future gas prices($/mmbtu)(b) 4 - 8
(281) - 1,851
Estimated renewable energy credit costs
($/credit)(b)
Average forward uranium pricing
($/pound)(b)
Ameren
Missouri
Fuel oils
$ 8
$
(3)
Option model
Volatilities(%)(b)
Discounted cash flow
Power(f)
14
(3)
Discounted cash flow
Uranium
-
(2)
Discounted cash flow
Escalation rate(%)(b)
Counterparty credit risk(%)(c)(d)
Ameren Missouri credit risk(%)(c)(d)
Average forward peak and off-peak power
pricing - forwards/swaps($/MWh)(c)
Estimated auction price for FTRs
($/MW)(b)
Nodal basis($/MWh)(c)
Counterparty credit risk(%)(c)(d)
Ameren Missouri credit risk(%)(c)(d)
Average forward uranium pricing
($/pound)(b)
116
Weighted
Average
24
0.44
1
(e)
31
178
(3)
1
5
6
6
44
24
0.44
1
(e)
36
5 - 7
43 - 46
7 - 27
0.21 - 0.60
0.12 - 1
2
24 - 56
(281) - 1,851
178
(5) - (1)
0.22 - 1
2
43 - 46
(2)
1
(e)
44
Fair Value
Assets
Liabilities
Valuation Technique
Unobservable Input
Range
Ameren
Illinois
Power(f)
$
-
$ (111) Discounted cash flow
Fundamental energy production
model
Contract price allocation
Average forward peak and off-peak power
pricing - forwards/swaps($/MWh)(b)
Nodal basis($/MWh)(b)
Ameren Illinois credit risk(%)(c)(d)
Estimated future gas prices($/mmbtu)(b) 4 - 8
(5) - (1)
5
22 - 47
Estimated renewable energy credit
costs($/credit)(b)
5 - 7
Weighted
Average
30
(3)
(e)
6
6
(a) The derivative asset and liability balances are presented net of counterparty credit considerations.
(b) Generally, significant increases (decreases) in this input in isolation would result in a significantly higher (lower) fair value measurement.
(c) Generally, significant increases (decreases) in this input in isolation would result in a significantly lower (higher) fair value measurement.
(d) Counterparty credit risk is applied only to counterparties with derivative asset balances. Ameren, Ameren Missouri and Ameren Illinois credit
risk is applied only to counterparties with derivative liability balances.
(e) Not applicable.
(f) Power valuations use visible third-party pricing evaluated by month for peak and off-peak demand through 2017. Valuations beyond 2017 use
fundamentally modeled pricing by month for peak and off-peak demand.
In accordance with applicable authoritative accounting
guidance, we consider nonperformance risk in our valuation
of derivative instruments by analyzing the credit standing of
our counterparties and considering any counterparty credit
enhancements (e.g., collateral). The guidance also requires
that the fair value measurement of liabilities reflect the
nonperformance risk of the reporting entity, as applicable.
Therefore, we have factored the impact of our credit
standing, as well as any potential credit enhancements, into
the fair value measurement of both derivative assets and
derivative liabilities. Included in our valuation, and based on
current market conditions, is a valuation adjustment for
counterparty default derived from market data such as the
price of credit default swaps, bond yields, and credit
ratings. Ameren recorded no gains or losses related to
valuation adjustments for counterparty default risk in 2013,
2012 or 2011. At December 31, 2013, the counterparty
default risk liability valuation adjustment related to
derivative contracts totaled $3 million, less than $1 million,
and $3 million, for Ameren, Ameren Missouri, and Ameren
Illinois, respectively. At December 31, 2012, the
counterparty default risk liability valuation adjustment
related to derivative contracts totaled $7 million, less than
$1 million, and $7 million for Ameren, Ameren Missouri,
and Ameren Illinois, respectively.
The following table sets forth, by level within the fair value hierarchy, our assets and liabilities measured at fair value on a
recurring basis as of December 31, 2013:
Quoted Prices in
Active Markets for
Identical Assets
or Liabilities
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
Assets:
Ameren
Derivative assets – commodity contracts(a):
Fuel oils . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power
Total derivative assets – commodity contracts . . . . . .
Nuclear decommissioning trust fund:
Cash and cash equivalents . . . . . . . . . . . . . . . . . .
Equity securities:
$
$
$
1
-
-
1
3
U.S. large capitalization . . . . . . . . . . . . . . . .
332
Debt securities:
Corporate bonds . . . . . . . . . . . . . . . . . . . . .
Municipal bonds . . . . . . . . . . . . . . . . . . . . .
U.S. treasury and agency securities . . . . . . .
Asset-backed securities . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
-
-
-
-
-
$
$
$
-
2
2
4
-
-
52
2
94
10
1
Total nuclear decommissioning trust fund . . . . . . . . .
Total Ameren . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
335
336
$
$
159
163
$
$
$
$
$
8
-
21
29
-
-
-
-
-
-
-
-
29
Total
$
$
$
9
2
23
34
3
332
52
2
94
10
1
$
$
494
528
117
Quoted Prices in
Active Markets for
Identical Assets
or Liabilities
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
Total
Ameren
Missouri
Derivative assets – commodity contracts(a):
Fuel oils . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power
Total derivative assets – commodity contracts . . . . . .
Nuclear decommissioning trust fund:
Cash and cash equivalents . . . . . . . . . . . . . . . . . .
Equity securities:
$
$
$
1
-
-
1
3
U.S. large capitalization . . . . . . . . . . . . . . . .
332
Debt securities:
Corporate bonds . . . . . . . . . . . . . . . . . . . . .
Municipal bonds . . . . . . . . . . . . . . . . . . . . .
U.S. treasury and agency securities . . . . . . .
Asset-backed securities . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total nuclear decommissioning trust fund . . . . . . . . .
Total Ameren Missouri
. . . . . . . . . . . . . . . . . . . . . . . .
Derivative assets – commodity contracts(a):
Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative liabilities – commodity contracts(a):
Fuel oils . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Uranium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Ameren . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative liabilities – commodity contracts(a):
Fuel oils . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Uranium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Ameren Missouri
Ameren
Illinois
Liabilities:
Ameren
Ameren
Missouri
Ameren
Illinois
Derivative liabilities – commodity contracts(a):
Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power
Total Ameren Illinois . . . . . . . . . . . . . . . . . . . . . . . . . .
-
-
-
-
-
335
336
-
-
3
-
-
3
-
3
-
-
3
-
-
-
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
-
1
2
3
-
-
52
2
94
10
1
159
162
1
-
54
2
-
56
-
8
2
-
10
46
-
46
$
$
$
$
$
$
$
8
-
21
29
-
-
-
-
-
-
-
-
29
-
3
-
110
6
$ 119
$
$
$
3
-
2
6
11
-
108
$ 108
$
$
$
$
$
$
$
$
$
$
$
$
9
1
23
33
3
332
52
2
94
10
1
494
527
1
3
57
112
6
178
3
11
4
6
24
46
108
154
(a) The derivative asset and liability balances are presented net of counterparty credit considerations.
118
The following table sets forth, by level within the fair value hierarchy, our assets and liabilities measured at fair value on a
recurring basis as of December 31, 2012:
Quoted Prices in
Active Markets for
Identical Assets
or Liabilities
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
Total
Assets:
Ameren
Ameren
Missouri
Derivative assets – commodity contracts(a):
Fuel oils . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total derivative assets – commodity contracts . . . .
Nuclear decommissioning trust fund:
Cash and cash equivalents . . . . . . . . . . . . . . .
Equity securities:
$
$
$
4
-
-
4
1
U.S. large capitalization . . . . . . . . . . . . .
264
Debt securities:
Corporate bonds . . . . . . . . . . . . . . . . . . .
Municipal bonds . . . . . . . . . . . . . . . . . . .
U.S. treasury and agency securities . . . .
Asset-backed securities . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Other
Total nuclear decommissioning trust fund . . . . . . .
Total Ameren . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative assets – commodity contracts(a):
Fuel oils . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total derivative assets – commodity contracts . . . .
Nuclear decommissioning trust fund:
Cash and cash equivalents . . . . . . . . . . . . . . .
Equity securities:
-
-
-
-
-
265
269
4
-
-
4
1
$
$
$
$
$
U.S. large capitalization . . . . . . . . . . . . .
264
Debt securities:
Corporate bonds . . . . . . . . . . . . . . . . . . .
Municipal bonds . . . . . . . . . . . . . . . . . . .
U.S. treasury and agency securities . . . .
Asset-backed securities . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Other
Total nuclear decommissioning trust fund . . . . . . .
Total Ameren Missouri . . . . . . . . . . . . . . . . . . . . . .
Derivative assets – commodity contracts(a):
Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative liabilities – commodity contracts(a):
Fuel oils . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Uranium . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Ameren . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative liabilities – commodity contracts(a):
Fuel oils . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Uranium . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Ameren Missouri . . . . . . . . . . . . . . . . . . . . . .
Ameren
Illinois
Liabilities:
Ameren
Ameren
Missouri
-
-
-
-
-
265
269
-
1
7
-
-
8
1
7
-
-
8
$
$
$
$
$
$
$
119
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
-
2
1
3
-
-
47
1
81
11
1
141
144
-
1
1
2
-
-
47
1
81
11
1
141
143
1
-
102
1
-
103
-
8
1
-
9
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
8
-
14
22
-
-
-
-
-
-
-
-
22
8
-
14
22
-
-
-
-
-
-
-
-
22
-
3
-
114
2
119
3
-
3
2
8
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
12
2
15
29
1
264
47
1
81
11
1
406(b)
435
12
1
15
28
1
264
47
1
81
11
1
406(b)
434
1
4
109
115
2
230
4
15
4
2
25
Quoted Prices in
Active Markets for
Identical Assets
or Liabilities
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
Ameren
Illinois
Derivative liabilities – commodity contracts(a):
Natural gas . . . . . . . . . . . . . . . . . . . . . . .
Power . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Ameren Illinois . . . . . . . . . . . . . . . . . . . . . . .
$ —
—
$ —
$
$
94
—
94
$ —
111
$
111
Total
$
$
94
111
205
(a) The derivative asset and liability balances are presented net of counterparty credit considerations.
(b) Balance excludes $2 million of receivables, payables, and accrued income, net.
The following table summarizes the changes in the fair value of financial assets and liabilities classified as Level 3 in the
fair value hierarchy as of December 31, 2013:
Net Derivative Commodity Contracts
Ameren
Ameren
Illinois
Missouri
Ameren
Fuel oils:
Beginning balance at January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5
$
Realized and unrealized gains (losses):
Included in regulatory assets/liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total realized and unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in unrealized gains (losses) related to assets/liabilities held at December 31,2013 . . . . . . . . . . . . . .
Natural gas:
Beginning balance at January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized and unrealized gains (losses):
Included in regulatory assets/liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total realized and unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in unrealized gains (losses) related to assets/liabilities held at December 31, 2013 . . . . . . . . . . . . .
Power:
Beginning balance at January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized and unrealized gains (losses):
Included in regulatory assets/liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total realized and unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers into Level 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers out of Level 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in unrealized gains (losses) related to assets/liabilities held at December 31, 2013 . . . . . . . . . . . . .
Uranium:
Beginning balance at January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized and unrealized gains (losses):
Included in regulatory assets/liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total realized and unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in unrealized gains (losses) related to assets/liabilities held at December 31, 2013 . . . . . . . . . . . . .
$
$
$
$
$
$
$
$
$
$
$
(a) Not applicable.
120
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
-
(1)
(1)
1
-
-
$
5
-
-
3
(1)
(2)
5
-
-
(1)
(1)
1
-
-
$
$
$
$
$
-
-
3
(1)
(2)
5
-
-
-
-
-
-
-
$
$
$
$
$
11
$ (111)
$ (100)
3
3
40
(36)
(3)
4
19
(1)
(2)
(3)
(3)
(2)
1
(6)
(2)
(18)
(18)
-
21
-
-
$ (108)
$ (24)
$
$
$
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(15)
(15)
40
(15)
(3)
4
(89)
(25)
(2)
(3)
(3)
(2)
1
(6)
(2)
$
$
$
$
$
The following table summarizes the changes in the fair value of financial assets and liabilities classified as Level 3 in the
fair value hierarchy as of December 31, 2012:
Net Derivative Commodity Contracts
Ameren
Illinois
Ameren
Missouri
Ameren
Fuel oils:
Beginning balance at January 1, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3
$
Realized and unrealized gains (losses):
Total realized and unrealized gains (losses)
Included in regulatory assets/liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers into Level 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in unrealized gains (losses) related to assets/liabilities held at December 31, 2012 . . . . . . . . . . . . . .
Natural gas:
Beginning balance at January 1, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized and unrealized gains (losses):
Total realized and unrealized gains (losses)
Included in regulatory assets/liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers out of Level 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in unrealized gains (losses) related to assets/liabilities held at December 31, 2012 . . . . . . . . . . . . . .
Power(b):
Beginning balance at January 1, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized and unrealized gains (losses):
Total realized and unrealized gains (losses)
Included in regulatory assets/liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers out of Level 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in unrealized gains (losses) related to assets/liabilities held at December 31, 2012 . . . . . . . . . . . . . .
Uranium:
Beginning balance at January 1, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized and unrealized gains (losses):
Total realized and unrealized gains (losses)
Included in regulatory assets/liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in unrealized gains (losses) related to assets/liabilities held at December 31, 2012 . . . . . . . . . . . . . .
(1)
(1)
7
(3)
(2)
1
5
(1)
(14)
(2)
(2)
1
15
-
-
21
11
11
21
(1)
(37)
(4)
11
-
(1)
(2)
(2)
1
(2)
(1)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(160)
(25)
(25)
15
170
-
-
(140)
(226)
(226)
-
-
255
-
(111)
(191)(c)
(a)
(a)
(a)
(a)
(a)
(a)
$
$
$
$
$
$
$
$
$
$
$
$
3
(1)
(1)
7
(3)
(2)
1
5
(1)
(174)
(27)
(27)
16
185
-
-
81
(175)
(175)
21
(1)
(22)
(4)
(100)
(175)
(1)
(2)
(2)
1
(2)
(1)
(a) Not applicable.
(b) Ameren amounts include intercompany eliminations.
(c) The change in unrealized losses was due to decreases in long-term power prices applied to 20-year Ameren Illinois swap contracts, which
expire in May 2032.
121
Transfers in or out of Level 3 represent either (1) existing assets and liabilities that were previously categorized as a
higher level but were recategorized to Level 3 because the inputs to the model became unobservable during the period, or
(2) existing assets and liabilities that were previously classified as Level 3 but were recategorized to a higher level because the
lowest significant input became observable during the period. Transfers out of Level 3 into Level 2 for natural gas derivatives
were due to management previously using broker quotations to estimate the fair value of natural gas contracts and changing
to estimates based upon exchange closing prices without significant unobservable adjustments in 2012. Estimates of fair value
based on exchange closing prices are deemed to be a more accurate approximation of natural gas prices. Transfers between
Level 2 and Level 3 for power derivatives and between Level 1 and Level 3 for fuel oils were primarily caused by changes in
availability of financial trades observable on electronic exchanges between the periods shown below. Any reclassifications are
reported as transfers out of Level 3 at the fair value measurement reported at the beginning of the period in which the changes
occur. For the years ended December 31, 2013 and 2012, there were no transfers between Level 1 and Level 2 related to
derivative commodity contracts. The following table summarizes all transfers between fair value hierarchy levels related to
derivative commodity contracts for the years ended December 31, 2013 and 2012:
Ameren – derivative commodity contracts:
Transfers into Level 3 / Transfers out of Level 1 – Fuel oils . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers out of Level 3 / Transfers into Level 2 – Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers into Level 3 / Transfers out of Level 2 – Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers out of Level 3 / Transfers into Level 2 – Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net fair value of Level 3 transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Missouri – derivative commodity contracts:
Transfers into Level 3 / Transfers out of Level 1 – Fuel oils . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers out of Level 3 / Transfers into Level 2 – Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers into Level 3 / Transfers out of Level 2 – Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers out of Level 3 / Transfers into Level 2 – Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net fair value of Level 3 transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois – derivative commodity contracts:
Transfers out of Level 3 / Transfers into Level 2 – Natural gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013
2012
$
$
$
$
$
-
-
(3)
4
1
-
-
(3)
4
1
-
$
$
$
$
$
1
185
-
(4)
182
1
15
-
(4)
12
170
See Note 11 – Retirement Benefits for the fair value hierarchy tables detailing Ameren’s pension and postretirement plan
assets as of December 31, 2013, as well as a table summarizing the changes in Level 3 plan assets during 2013.
The Ameren Companies’ carrying amounts of cash and cash equivalents approximate fair value because of the short-term
nature of these instruments and are considered to be Level 1 in the fair value hierarchy. Ameren’s and Ameren Missouri’s
carrying amounts of investments in debt securities related to the two CTs from the city of Bowling Green and Audrain County
approximate fair value. These investments are classified as held-to-maturity. These investments are considered Level 2 in the
fair value hierarchy as they are valued based on similar market transactions. The Ameren Companies’ short-term borrowings
also approximate fair value because of their short-term nature. Short-term borrowings are considered to be Level 2 in the fair
value hierarchy as they are valued based on market rates for similar market transactions. The estimated fair value of long-term
debt and preferred stock is based on the quoted market prices for same or similar issuances for companies with similar credit
profiles or on the current rates offered to the Ameren Companies for similar financial instruments, which fair value
measurement is considered Level 2 in the fair value hierarchy.
The following table presents the carrying amounts and estimated fair values of our long-term debt and preferred stock at
December 31, 2013 and 2012:
2013
Carrying Amount
Fair Value
2012
Carrying Amount
Fair Value
Ameren:(a)
Long-term debt and capital lease obligations (including current portion) . . . . .
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Missouri:
Long-term debt and capital lease obligations (including current portion) . . . . .
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois:
Long-term debt (including current portion) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
6,038
142
3,757
80
1,856
62
$
$
$
6,584
118
4,124
71
2,028
47
$
$
$
6,157
142
4,006
80
1,727
62
$
$
$
7,110
123
4,625
74
2,020
49
(a) Preferred stock is recorded in “Noncontrolling Interests” on the consolidated balance sheet.
122
NOTE 9 – NUCLEAR DECOMMISSIONING TRUST FUND
INVESTMENTS
and losses resulting from those sales for the years ended
December 31, 2013, 2012, and 2011:
Ameren Missouri has investments in debt and equity
securities that are held in a trust fund for the purpose of
funding the decommissioning of its Callaway energy center.
We have classified these investments as available for sale,
and we have recorded all such investments at their fair
market value at December 31, 2013, and 2012. See Note 10
– Callaway Energy Center for additional information.
Investments in the nuclear decommissioning trust
fund have a target allocation of 60% to 70% in equity
securities, with the balance invested in debt securities.
The following table presents proceeds from the sale
and maturities of investments in Ameren Missouri’s nuclear
decommissioning trust fund and the gross realized gains
2013
2012
2011
Proceeds from sales and
maturities . . . . . . . . . . . . . . . . .
Gross realized gains . . . . . . . . . . .
Gross realized losses . . . . . . . . . .
$ 196
7
5
$ 384
6
2
$ 199
5
4
Net realized and unrealized gains and losses are
deferred and recorded as regulatory assets or regulatory
liabilities on Ameren’s and Ameren Missouri’s balance
sheets. This reporting is consistent with the method used to
account for the decommissioning costs recovered in rates.
Gains or losses associated with assets in the trust fund
could result in lower or higher funding requirements for
decommissioning costs, which are expected to be reflected
in electric rates paid by Ameren Missouri’s customers. See
Note 2 – Rate and Regulatory Matters.
The following table presents the costs and fair values of investments in debt and equity securities in Ameren Missouri’s
nuclear decommissioning trust fund at December 31, 2013, and 2012:
Security Type
Cost
Gross Unrealized Gain
Gross Unrealized Loss
Fair Value
2013
Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other(b)
$
157
137
3
(a)
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
297
2012
Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other(b)
$
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
133
145
1
2
281
$
$
$
4
199
-
-
203
8
130
-
-
$ 138
$
$
2
4
-
-
6
$ (a)
11
-
-
$ 11
$ 159
332
3
(a)
$
494
$
$
141
264
1
2
408
(a) Amount less than $1 million.
(b) Represents payables relating to pending security purchases, net of receivables related to pending security sales and interest receivables.
The following table presents the costs and fair values of investments in debt securities in Ameren Missouri’s nuclear
decommissioning trust fund according to their contractual maturities at December 31, 2013:
Less than 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5 years to 10 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after 10 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost
$
93
31
33
Fair
Value
$
94
32
33
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 157
$ 159
123
We have unrealized losses relating to certain available-for-sale investments included in our decommissioning trust fund,
recorded as regulatory assets as discussed above. Decommissioning will not occur until the operating license for our nuclear
energy center expires. Ameren Missouri submitted a license extension application to the NRC to extend the Callaway energy
center’s operating license to 2044. The following table presents the fair value and the gross unrealized losses of the
available-for-sale securities held in Ameren Missouri’s nuclear decommissioning trust fund. They are aggregated by
investment category and the length of time that individual securities have been in a continuous unrealized loss position at
December 31, 2013:
Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
72
6
78
$
$
2
(a)
2
$
$
(a)
7
7
$
$
(a)
4
4
$
$
72
13
85
Less than 12 Months
Gross
Unrealized
Losses
Fair Value
12 Months or Greater
Gross
Unrealized
Losses
Fair Value
Fair Value
Total
Gross
Unrealized
Losses
$
$
2
4
6
(a) Amount less than $1 million.
NOTE 10 – CALLAWAY ENERGY CENTER
Under the NWPA, the DOE is responsible for disposing
of spent nuclear fuel from the Callaway energy center and
other commercial nuclear energy centers. Under the NWPA,
Ameren and other utilities that own and operate those
energy centers are responsible for paying the disposal
costs. The NWPA established the fee that these utilities pay
the federal government for disposing of the spent nuclear
fuel at one mill, or one-tenth of one cent, for each
kilowatthour generated by those plants and sold. The NWPA
also requires the DOE to review the nuclear waste fee
against the cost of the nuclear waste disposal program and
to propose to the United States Congress any fee
adjustment necessary to offset the costs of the program. As
required by the NWPA, Ameren Missouri and other utilities
have entered into standard contracts with the federal
government. The government, represented by the DOE, is
responsible for implementing these provisions of the
NWPA. Consistent with the NWPA and its standard
contract, Ameren Missouri collects one mill from its electric
customers for each kilowatthour of electricity that it
generates and sells from its Callaway energy center.
Although both the NWPA and the standard contract
stated that the federal government would begin to dispose
of spent nuclear fuel by 1998, the federal government is not
meeting its disposal obligation. Ameren Missouri has
sufficient installed capacity at the Callaway energy center to
store its spent nuclear fuel generated through 2020, and it
has the capability for additional storage capacity for spent
nuclear fuel generated through the end of the energy
center’s current licensed life. The DOE’s delay in carrying
out its obligation to dispose of spent nuclear fuel from the
Callaway energy center is not expected to adversely affect
the continued operations of the energy center.
fuel. The DOE’s plan calls for a pilot interim storage facility
to begin operation with an initial focus on accepting spent
nuclear fuel from shutdown reactor sites by 2021. By 2025,
a larger interim storage facility would be available, co-
located with the pilot facility. The plan also proposes to site
a permanent geological repository by 2026, to characterize
the site and to design and to license the repository by 2042,
and to begin operation by 2048.
In view of the federal government’s efforts to terminate
the Yucca Mountain program, the Nuclear Energy Institute,
a number of individual utilities, and the National Association
of Regulatory Utility Commissioners sued the DOE in the
United States Court of Appeals for the District of Columbia
Circuit, seeking the suspension of the one mill nuclear
waste fee, alleging that the DOE failed to undertake an
appropriate fee adequacy review reflecting the current
unsettled state of the nuclear waste program. In a June
2012 decision, the court ruled that DOE’s fee adequacy
review was legally inadequate and remanded the matter to
the DOE. Although the court ruled it has the power to direct
the DOE to suspend the fee, the court decided that it was
premature to do so. Instead, the court ordered the DOE to
provide within six months a revised assessment of the
amount that should be collected. In January 2013, the DOE
issued the revised assessment required by the court. The
DOE determined that “neither insufficient nor excess
revenues are being collected,” and it proposed no
adjustment to the one mill nuclear waste fee. In November
2013, the court rejected the DOE’s revised assessment and
ordered the DOE to submit a proposal to the United States
Congress to reduce the fee to zero. The DOE filed for
rehearing, however there is no deadline for the court to act.
In January 2014, the DOE, pursuant to the court’s
November 2013 order, submitted to Congress a proposal to
reduce the fee to zero.
In January 2009, the federal government announced
As a result of the DOE’s failure to begin to dispose of
that a spent nuclear fuel repository at Yucca Mountain,
Nevada was unworkable. The federal government took steps
to terminate the Yucca Mountain program, while
acknowledging its continuing obligation to dispose of
utilities’ spent nuclear fuel. In January 2013, the DOE issued
its plan for the management and disposal of spent nuclear
the utilities’ spent nuclear fuel and fulfill its contractual
obligations, Ameren Missouri and other nuclear energy
center owners have also sued the DOE to recover costs
incurred for ongoing storage of their spent fuel. Ameren
Missouri filed a breach of contract lawsuit to recover costs
that it incurred through 2009. It sought reimbursement for
124
the cost of reracking the Callaway energy center’s spent fuel
pool, as well as certain NRC fees, and Missouri ad valorem
taxes that Ameren Missouri would not have incurred had
the DOE performed its contractual obligations. In June
2011, the parties reached a settlement agreement that
included a payment to Ameren Missouri of $11 million for
spent fuel storage and related costs through 2010. In
addition, the settlement agreement provides for annual
recovery of additional spent fuel storage and related costs
incurred from 2011 through 2013 with the ability to extend
the recovery period as mutually agreed to by the parties.
The parties have agreed in principle to extend the recovery
period through 2016. As a result of the settlement
agreement, Ameren Missouri recorded a pretax reduction of
$2 million and $2 million to its “Operating Expenses –
Depreciation and amortization” and “Operating Expenses –
Other operations and maintenance” expense line items,
respectively, on its statement of income for the year ended
December 31, 2011. In 2012, Ameren Missouri received a
2011 cost reimbursement of $1 million and reduced its
“Property and plant, net” assets on its balance sheet by that
amount. In 2013, Ameren Missouri received a 2012 cost
reimbursement of $6 million and reduced its “Property and
plant, net” assets on its balance sheet by that amount. In
March 2014, Ameren Missouri plans to submit
approximately $15 million of 2013 costs to the DOE for
reimbursement pursuant to the settlement agreement.
Ameren Missouri reduced its “Property and plant, net”
assets by this amount with an offset to “Miscellaneous
accounts and notes receivable” on its balance sheet as of
December 31, 2013. Included in these reimbursements are
costs related to a dry spent fuel storage facility Ameren
Missouri is constructing at its Callaway energy center.
Ameren Missouri intends to begin transferring spent fuel
assemblies to this facility in 2015. Until the facility is
completed, Ameren Missouri will, in accordance with the
settlement agreement, apply for reimbursement from the
DOE for the cost to construct the dry spent fuel storage
facility along with related allowable costs.
In December 2011, Ameren Missouri submitted a
license extension application to the NRC to extend its
Callaway energy center’s operating license from 2024 to
2044. There is no deadline by which the NRC must act on
this application. Among the rules that the NRC has
historically relied upon in approving license extensions are
rules dealing with the storage of spent nuclear fuel at the
reactor site and with the NRC’s confidence that permanent
disposal of spent nuclear fuel will be available when needed.
In a June 2012 decision, the United States Court of Appeals
for the District of Columbia Circuit vacated these rules and
remanded the case to the NRC, holding that the NRC’s
obligations under the National Environmental Policy Act
required a more thorough environmental analysis in support
of the NRC’s waste confidence decision. In June 2012, a
number of groups petitioned the NRC to suspend final
licensing decisions in certain NRC licensing proceedings,
including the Callaway license extension, until the NRC
completed its proceedings on the vacated rules. In August
2012, the NRC stated that it would not issue licenses
dependent on the vacated rules until it appropriately
addressed the court’s remand. In September 2012, the NRC
directed its staff to issue, within two years, a generic
environmental impact statement and a final rule to address
the court’s ruling. The NRC also stated that a site-specific
analysis of these issues could be conducted in rare
circumstances. If the Callaway energy center’s license is
extended, additional spent fuel storage will be required.
Electric utility rates charged to customers provide for the
recovery of the Callaway energy center’s decommissioning
costs, which include decontamination, dismantling, and site
restoration costs, over an assumed 40-year life of the nuclear
center, ending with the expiration of the energy center’s
current operating license in 2024. It is assumed that the
Callaway energy center site will be decommissioned through
the immediate dismantlement method and removed from
service. Ameren and Ameren Missouri have recorded an ARO
for the Callaway energy center decommissioning costs at fair
value, which represents the present value of estimated future
cash outflows. Decommissioning costs are included in the
costs of service used to establish electric rates for Ameren
Missouri’s customers. These costs amounted to $7 million in
each of the years 2013, 2012, and 2011. Every three years,
the MoPSC requires Ameren Missouri to file an updated cost
study and funding analysis for decommissioning its Callaway
energy center. Electric rates may be adjusted at such times to
reflect changed estimates. The last cost study and funding
analysis were filed with the MoPSC in September 2011. In
October 2012, the MoPSC issued an order approving the
stipulation and agreement between Ameren Missouri and the
MoPSC staff that maintained the current rate of deposits to
the trust fund and the rate of return assumptions used in the
analysis. If Ameren Missouri’s operating license extension
application is approved by the NRC, a revised funding
analysis will be prepared, and the rates charged to customers
will be adjusted accordingly to reflect the operating license
extension at the time the next triennial cost study and funding
analysis is approved by the MoPSC. Amounts collected from
customers are deposited in an external trust fund to provide
for the Callaway energy center’s decommissioning. If the
assumed return on trust assets is not earned, we believe that
it is probable that any such earnings deficiency will be
recovered in rates. The fair value of the nuclear
decommissioning trust fund for Ameren Missouri’s Callaway
energy center is reported as “Nuclear decommissioning trust
fund” in Ameren’s and Ameren Missouri’s balance sheets.
This amount is legally restricted and may be used only to
fund the costs of nuclear decommissioning. Changes in the
fair value of the trust fund are recorded as an increase or
decrease to the nuclear decommissioning trust fund, with an
offsetting adjustment to the related regulatory liability.
See Note 2 – Rate and Regulatory Matters and
Note 9 – Nuclear Decommissioning Trust Fund Investments
for additional information related to the Callaway energy
center.
125
NOTE 11 – RETIREMENT BENEFITS
The primary objective of the Ameren pension and
postretirement benefit plans is to provide eligible employees
with pension and postretirement health care and life
insurance benefits. Ameren offers defined benefit pension
and postretirement benefit plans covering substantially all
of its employees. Ameren uses a measurement date of
December 31 for its pension and postretirement benefit
plans. Ameren Missouri and Ameren Illinois each participate
in Ameren’s single-employer pension and other
postretirement plans. Ameren’s qualified pension plan is the
Ameren Retirement Plan. Ameren also has an unfunded
nonqualified pension plan, the Ameren Supplemental
Retirement Plan, which is available for certain management
employees and retirees to provide a supplemental benefit
when their qualified pension plan benefits are capped to
comply with Internal Revenue Code limitations. Ameren’s
other postretirement plans are the Ameren Retiree Medical
Plan and the Ameren Group Life Insurance Plan.
Nonaffiliated Ameren companies do not participate in the
Ameren Retirement Plan, the Ameren Supplemental
Retirement Plan, the Ameren Retiree Medical Plan, or the
Ameren Group Life Insurance Plan.
On December 2, 2013, Ameren completed the
divestiture of New AER to IPH. In accordance with the
transaction agreement, Ameren retained the pension
obligations as of December 2, 2013, associated with the
current and former employees of New AER and its
subsidiaries who were included in the Ameren Retirement
Plan and the Ameren Supplemental Retirement Plan.
Ameren also retained the postretirement benefit obligations
associated with the employees of New AER and its
subsidiaries who were eligible to retire at December 2,
2013, from the Ameren Retiree Medical Plan and the
Ameren Group Life Insurance Plan. IPH assumed the
existing pension and other postretirement benefit
obligations associated with EEI’s current and former
employees that are included in EEI’s single-employer
pension and other postretirement plans. Coincident with
Ameren’s divestiture of New AER, a
significant number of employees left Ameren which
required a measurement of Ameren’s pension and
postretirement benefit plan assets and obligations as of
December 2, 2013, based upon current market conditions.
The reduction in obligations for the postretirement benefit
plans and the accelerated recognition of gains previously
recorded in accumulated other comprehensive income that
had not previously been recognized through net periodic
benefit cost for the pension and postretirement benefit
plans resulted in a $19 million pretax curtailment gain,
which was included in discontinued operations.
Ameren completed another measurement as of
December 31, 2013, as is its historical accounting practice,
based upon the market conditions at the end of the year.
Excluding the EEI plans, which were assumed by IPH during
2013, Ameren’s unfunded obligation under its pension and
other postretirement benefit plans was $461 million and
$1,143 million as of December 31, 2013, and December 31,
2012, respectively. These net liabilities are recorded in
“Other current liabilities,” “Pension and other
postretirement benefits,” and “Other assets” on Ameren’s
consolidated balance sheet. The primary factors
contributing to this unfunded obligation reduction during
2013 were a 75 basis point increase in the pension and
other postretirement benefit plan discount rates used to
determine the present value of the obligations, and asset
returns being better than expected. The offset to the
unfunded obligation reduction was primarily a reduction to
“Regulatory assets” on Ameren’s consolidated balance
sheet.
The following table presents the net benefit liability
recorded on the balance sheets of each of the Ameren
Companies as of December 31, 2013, and 2012:
Ameren(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Missouri
. . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . . . . . . . . . . . .
$
461
191
198
$
1,143
464
408
2013
2012
(a)
Includes amounts for Ameren registrant and nonregistrant
subsidiaries.
126
Ameren recognizes the under-funded status of its pension and postretirement plans as a liability on its consolidated
balance sheet, with offsetting entries to accumulated OCI and regulatory assets, in accordance with authoritative accounting
guidance. The following table presents the funded status of our pension and postretirement benefit plans as of December 31,
2013, and 2012. It also provides the amounts included in regulatory assets and accumulated OCI at December 31, 2013, and
2012, that have not been recognized in net periodic benefit costs.
2013
2012
Pension Benefits(a)
Postretirement
Benefits(a)
Pension Benefits(a)
Postretirement
Benefits(a)
Accumulated benefit obligation at end of year
. . . . . . . . . . . . . . .
Change in benefit obligation:
Net benefit obligation at beginning of year . . . . . . . . . . . . . . . .
Service cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Participant contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Curtailment gain(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Early retiree reinsurance program receipt . . . . . . . . . . . . . . . . .
Federal subsidy on benefits paid . . . . . . . . . . . . . . . . . . . . . . . .
Net benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . .
Change in plan assets:
Fair value of plan assets at beginning of year . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Federal subsidy on benefits paid . . . . . . . . . . . . . . . . . . . . . . . .
Early retiree reinsurance program receipt . . . . . . . . . . . . . . . . .
Participant contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . .
Funded status – deficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued benefit cost at December 31 . . . . . . . . . . . . . . . . . . . . . .
Amounts recognized in the balance sheet consist of:
Noncurrent asset(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liability(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net liability recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts recognized in regulatory assets consist of:
Net actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service cost (credit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts (pretax) recognized in accumulated OCI consist of:
Net actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service cost (credit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
$
$
3,698
4,051
91
163
-
(207)
-
-
(198)
(b)
(b)
3,900
3,127
376
156
(b)
(b)
-
(198)
3,461
439
439
-
3
436
439
282
(7)
17
-
$
$
$
$
$
$
(b)
1,157
22
46
16
(76)
(3)
(5)
(64)
-
3
1,096
938
156
25
3
-
16
(64)
1,074
22
22
(9)
1
30
22
(71)
(20)
(12)
(1)
$
$
$
$
$
$
3,829
3,764
81
166
-
240
-
-
(200)
(b)
(b)
4,051
2,814
385
128
(b)
(b)
-
(200)
3,127
924
924
-
3
921
924
699
(6)
65
(14)
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
292
$
(104)
$
744
$
$
$
$
$
$
$
(b)
1,145
22
47
16
(10)
-
-
(69)
2
4
1,157
836
104
45
4
2
16
(69)
938
219
219
-
2
217
219
103
(24)
5
(6)
78
Includes amounts for Ameren registrant and nonregistrant subsidiaries.
(a)
(b) Not applicable.
(c) Effective with the divestiture of New AER on December 2, 2013, the liability for active management employees of New AER and its subsidiaries
not eligible to retire were neither transferred to IPH nor retained by Ameren, which resulted in a curtailment gain. See Note 16 – Divestiture
Transactions and Discontinued Operations for further information on the divestiture.
(d) Effective with the divestiture of New AER on December 2, 2013, the liability for active union employees of New AER and its subsidiaries not
eligible to retire was transferred to IPH based on the assumption of the collective bargaining agreements in place, which resulted in a
settlement. See Note 16 – Divestiture Transactions and Discontinued Operations for further information on the divestiture.
Included in “Other assets” on Ameren’s consolidated balance sheet.
Included in “Other current liabilities” on Ameren’s consolidated balance sheet.
(e)
(f)
127
The following table presents the assumptions used to determine our benefit obligations at December 31, 2013, and 2012:
Discount rate at measurement date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in future compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Medical cost trend rate (initial)
Medical cost trend rate (ultimate)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years to ultimate rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension Benefits
2012
2013
4.75% 4.00%
3.50
-
-
-
3.50
-
-
-
Postretirement Benefits
2013
4.75%
3.50
5.00
5.00
-
2012
4.00%
3.50
5.00
5.00
-
Ameren determines discount rate assumptions by
identifying a theoretical settlement portfolio of high-quality
corporate bonds sufficient to provide for a plan’s projected
benefit payments, pursuant to authoritative accounting
guidance on the determination of discount rates used for
defined benefit plan obligations. The settlement portfolio of
bonds is selected from a pool of over 500 high-quality
corporate bonds. A single discount rate is then determined;
that rate results in a discounted value of the plan’s benefit
payments that equates to the market value of the selected
bonds.
Funding
Pension benefits are based on the employees’ years of
service and compensation. Ameren’s pension plan is funded
in compliance with income tax regulations and federal
funding or regulatory requirements. As a result, Ameren
expects to fund its pension plan at a level equal to the greater
of the pension expense or the legally required minimum
contribution. Considering its assumptions at December 31,
2013, its investment performance in 2013, and its pension
funding policy, Ameren expects to make annual contributions
of $20 million to $100 million in each of the next five years,
with aggregate estimated contributions of $270 million. We
expect Ameren Missouri’s and Ameren Illinois’ portion of the
future funding requirements to be 52%, and 47%,
respectively. These amounts are estimates. They may change
based on actual investment performance, changes in interest
rates, changes in our assumptions, changes in government
regulations, and any voluntary contributions. Our funding
policy for postretirement benefits is primarily to fund the
Voluntary Employee Beneficiary Association (VEBA) trusts to
match the annual postretirement expense.
The following table presents the cash contributions
made to our defined benefit retirement plan and to our
postretirement plans during 2013, 2012, and 2011:
Investment Strategy and Policies
Ameren manages plan assets in accordance with the
“prudent investor” guidelines contained in ERISA. The
investment committee, to the extent authority is delegated to
it by the finance committee of Ameren’s board of directors,
implements investment strategy and asset allocation
guidelines for the plan assets. The investment committee
includes members of senior management. The investment
committee’s goals are twofold: first, to ensure that sufficient
funds are available to provide the benefits at the time they are
payable; second, to maximize total return on plan assets and
minimize expense volatility consistent with its tolerance for
risk. Ameren delegates investment management to specialists
in each asset class. As appropriate, Ameren provides the
investment manager with guidelines that specify allowable
and prohibited investment types. The investment committee
regularly monitors manager performance and compliance
with investment guidelines.
The expected return on plan assets assumption is based
on historical and projected rates of return for current and
planned asset classes in the investment portfolio. Projected
rates of return for each asset class were estimated after an
analysis of historical experience, future expectations, and the
volatility of the various asset classes. After considering the
target asset allocation for each asset class, we adjusted the
overall expected rate of return for the portfolio for historical
and expected experience of active portfolio management
results compared with benchmark returns and for the effect
of expenses paid from plan assets. Ameren will use an
expected return on plan assets for its pension plan assets and
postretirement plan assets of 7.25% and 7.00%, respectively,
in 2014. No plan assets are expected to be returned to
Ameren during 2014.
Pension Benefits
2012
2011
2013
Postretirement Benefits
2013 2012
2011
. . . $
Ameren Missouri
Ameren Illinois . . . . .
. . . . . . . . . . . .
Other
60 $
50
46
52 $
46
30
Ameren(a)
. . . . . . . . .
156
128
43
28
25
96
$
10 $
11
4
9 $
35
1
25
45
9
118
2
129
(a)
Includes amounts for Ameren registrant and nonregistrant
subsidiaries.
128
Ameren’s investment committee strives to assemble a portfolio of diversified assets that does not create a significant
concentration of risks. The investment committee develops asset allocation guidelines between asset classes, and it creates
diversification through investments in assets that differ by type (equity, debt, real estate, private equity), duration, market
capitalization, country, style (growth or value) and industry, among other factors. The diversification of assets is displayed in
the target allocation table below. The investment committee also routinely rebalances the plan assets to adhere to the
diversification goals. The investment committee’s strategy reduces the concentration of investment risk; however, Ameren is
still subject to overall market risk. The following table presents our target allocations for 2014 and our pension and
postretirement plans’ asset categories as of December 31, 2013, and 2012.
Asset
Category
Target Allocation
2014
Pension Plan:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities:
U.S. large capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. small and mid-capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International and emerging markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Private equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Postretirement Plans:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities:
U.S. large capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. small and mid-capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(a) Less than 1% of plan assets.
0 - 5 %
29 - 39
2 - 12
9 - 19
50 - 60
35 - 45
0 - 9
0 - 4
0 - 10 %
33 - 43
3 - 13
10 - 20
55 - 65
30 - 40
Percentage of Plan Assets at December 31,
2013
2%
36
8
14
58
36
4
(a)
100%
4%
41%
8%
14%
63%
33%
100%
2012
2%
34%
7%
13%
54%
39%
4%
1%
100%
4%
40%
8%
14%
62%
34%
100%
In general, the United States large capitalization equity investments are passively managed or indexed, whereas the
international, emerging markets, United States small capitalization, and United States mid-capitalization equity investments are
actively managed by investment managers. Debt securities include a broad range of fixed income vehicles. Debt security
investments in high-yield securities, emerging market securities, and non-United States dollar-denominated securities are
owned by the plans, but in limited quantities to reduce risk. Most of the debt security investments are under active
management by investment managers. Real estate investments include private real estate vehicles; however, Ameren does not,
by policy, hold direct investments in real estate property. Ameren’s investment in private equity funds consists of 9 different
limited partnerships, with invested capital ranging from $0.1 million to $5 million each, which invest primarily in a diversified
number of small United States-based companies. No further commitments may be made to private equity investments without
approval by the finance committee of the board of directors. Additionally, Ameren’s investment committee allows investment
managers to use derivatives, such as index futures, exchange traded funds, foreign exchange futures, and options, in certain
situations, to increase or to reduce market exposure in an efficient and timely manner.
Fair Value Measurements of Plan Assets
Investments in the pension and postretirement benefit plans were stated at fair value as of December 31, 2013. The fair
value of an asset is the amount that would be received upon sale in an orderly transaction between market participants at the
measurement date. Cash and cash equivalents have initial maturities of three months or less and are recorded at cost plus
accrued interest. The carrying amounts of cash and cash equivalents approximate fair value because of the short-term nature
of these instruments. Investments traded in active markets on national or international securities exchanges are valued at
closing prices on the last business day on or before the measurement date. Securities traded in over-the-counter markets are
valued based on quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of
price transparency. Derivative contracts are valued at fair value, as determined by the investment managers (or independent
third parties on behalf of the investment managers), who use proprietary models and take into consideration exchange
quotations on underlying instruments, dealer quotations, and other market information. The fair value of real estate is based
on annual appraisal reports prepared by an independent real estate appraiser.
129
The following table sets forth, by level within the fair value hierarchy discussed in Note 8 – Fair Value Measurements, the
pension plan assets measured at fair value as of December 31, 2013:
Quoted Prices in
Active Markets for
Identified Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant Other
Unobservable
Inputs
(Level 3)
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities:
U.S. large capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. small and mid-capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . .
International and emerging markets . . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities:
Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. treasury and agency securities . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Private equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5
$
39
$
107
273
143
-
-
-
-
-
-
1
(1)
1,162
-
372
860
149
256
27
-
-
-
-
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
528
$
2,865
$
Less: Medical benefit assets at December 31(a)
. . . . . . . . . . . . . . . . . .
Plus: Net receivables at December 31(b)
. . . . . . . . . . . . . . . . . . . . . . . .
Fair value of pension plans assets at year end . . . . . . . . . . . . . . . . . . .
-
-
-
-
-
-
-
-
131
15
-
-
146
Total
$
44
1,269
273
515
860
149
256
27
131
15
1
(1)
$
3,539
(112)
34
$
3,461
(a) Medical benefit (health and welfare) component for accounts maintained in accordance with Section 401(h) of the Internal Revenue Code to
fund a portion of the postretirement obligation.
(b) Receivables related to pending security sales, offset by payables related to pending security purchases.
The following table sets forth, by level within the fair value hierarchy discussed in Note 8 – Fair Value Measurements, the
pension plan assets measured at fair value as of December 31, 2012:
Quoted Prices in
Active Markets for
Identified Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant Other
Unobservable
Inputs
(Level 3)
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities:
U.S. large capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. small and mid-capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . .
International and emerging markets . . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities:
Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. treasury and agency securities . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Private equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1
$
28
$
83
235
134
-
-
-
-
-
-
-
(1)
1,007
-
301
832
176
250
17
-
-
-
-
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
452
$
2,611
$
Less: Medical benefit assets at December 31(a)
. . . . . . . . . . . . . . . . . .
Plus: Net receivables at December 31(b)
. . . . . . . . . . . . . . . . . . . . . . . .
Fair value of pension plans assets at year end . . . . . . . . . . . . . . . . . . .
-
-
-
-
-
-
-
-
118
19
-
-
137
Total
$
29
1,090
235
435
832
176
250
17
118
19
-
(1)
$
3,200
(102)
29
$
3,127
(a) Medical benefit (health and welfare) component for accounts maintained in accordance with Section 401(h) of the Internal Revenue Code to
fund a portion of the postretirement obligation.
(b) Receivables related to pending security sales, offset by payables related to pending security purchases.
130
The following table summarizes the changes in the fair value of the pension plan assets classified as Level 3 in the fair
value hierarchy for each of the years ended December 31, 2013, and 2012:
Beginning
Balance at
January 1,
Actual Return on
Plan Assets Related
to Assets Still Held
at the Reporting Date
Actual Return on
Plan Assets Related
to Assets Sold
During the Period
Purchases,
Sales, and
Settlements, Net
Net
Transfers
into (out of)
of Level 3
Ending Balance at
December 31,
2013:
Real estate . . . . . . . . . . . .
Private equity . . . . . . . . . .
2012:
Real estate . . . . . . . . . . . .
Private equity . . . . . . . . . .
$
$
118
19
108
23
$
9
(9)
$ 7
(7)
$
$
-
11
-
8
$
$
4
(6)
3
(5)
$
$
-
-
-
-
$
$
131
15
118
19
The following table sets forth, by level within the fair value hierarchy discussed in Note 8 – Fair Value Measurements, the
postretirement benefit plans assets measured at fair value as of December 31, 2013:
Quoted Prices in
Active Markets for
Identified Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant Other
Unobservable
Inputs
(Level 3)
$
77
$
-
$
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities:
U.S. large capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. small and mid-capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . .
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities:
Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. treasury and agency securities . . . . . . . . . . . . . . . . . . . . . . . . .
Asset-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
297
77
39
-
-
-
-
-
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
490
$
Plus: Medical benefit assets at December 31(a) . . . . . . . . . . . . . . . . . . .
Less: Net payables at December 31(b) . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of postretirement benefit plans assets at year end . . . . . . . .
101
-
96
89
103
72
10
40
511
$
-
-
-
-
-
-
-
-
-
-
Total
$
77
398
77
135
89
103
72
10
40
$ 1,001
112
(39)
$
1,074
(a) Medical benefit (health and welfare) component for 401(h) accounts to fund a portion of the postretirement obligation. These 401(h) assets are
included in the pension plan assets shown above.
(b) Payables related to pending security purchases, offset by Medicare, interest receivables, and receivables related to pending security sales.
The following table sets forth, by level within the fair value hierarchy discussed in Note 8 – Fair Value Measurements, the
postretirement benefit plans assets measured at fair value as of December 31, 2012:
Quoted Prices in
Active Markets for
Identified Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant Other
Unobservable
Inputs
(Level 3)
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities:
U.S. large capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. small and mid-capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities:
Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. treasury and agency securities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
83
$
245
66
45
-
-
-
-
-
$
-
88
-
69
88
91
67
18
22
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
439
$
443
$
-
-
-
-
-
-
-
-
-
-
Plus: Medical benefit assets at December 31(a)
Less: Net payables at December 31(b)
. . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of postretirement benefit plans assets at year end . . . . . . . . . .
Total
$
83
333
66
114
88
91
67
18
22
$
882
102
(46)
$
938
(a) Medical benefit (health and welfare) component for 401(h) accounts to fund a portion of the postretirement obligation. These 401(h) assets are
included in the pension plan assets shown above.
(b) Payables related to pending security purchases, offset by Medicare, interest receivables, and receivables related to pending security sales.
131
Net Periodic Benefit Cost
The following table presents the components of the net periodic benefit cost of our pension and postretirement benefit
plans during 2013, 2012, and 2011:
Pension Benefits
Postretirement Benefits
Ameren(a)
Ameren(a)
2013
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost
Interest cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of:
Transition obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Curtailment gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
91
163
(218)
-
(2)
87
(12)
Net periodic benefit cost(b)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
109
2012
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost
Interest cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of:
Transition obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
81
166
(208)
-
(3)
75
Net periodic benefit cost(c)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
111
2011
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost
Interest cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of:
Transition obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net periodic benefit cost(c)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
73
175
(211)
-
(1)
41
77
$
22
46
(62)
$
$
-
(6)
8
(7)
1
22
47
(56)
2
(6)
5
$
14
$
20
54
(50)
2
(6)
3
$
23
Includes amounts for Ameren registrant and nonregistrant subsidiaries.
(a)
(b) The net periodic benefit cost includes a $6 million and a $7 million net gain for pension benefits and postretirement benefits, respectively,
which was included in “Income (loss) from discontinued operations, net of taxes” on Ameren’s consolidated statement of income (loss). This
net gain includes the curtailment gain recognized in 2013 as a result of a significant reduction in employees as of the December 2, 2013 closing
date of the New AER divestiture. See Note 16 – Divestiture Transactions and Discontinued Operations for additional information on the
divestiture.
(c) The net periodic benefit cost includes $9 million and $- million in total net costs for pension benefits and postretirement benefits, respectively,
for 2012 which were included in “Income (loss) from discontinued operations, net of taxes” on Ameren’s consolidated statement of income
(loss). The net periodic benefit cost includes $7 million and $- million in total net costs for pension benefits and postretirement benefits,
respectively, for 2011 which were included in “Income (loss) from discontinued operations, net of taxes” on Ameren’s consolidated statement
of income (loss). See Note 16 – Divestiture Transactions and Discontinued Operations for additional information on the divestiture.
The current year expected return on plan assets is determined primarily by adjusting the prior-year market-related asset
value for current year contributions, disbursements, and expected return, plus 25% of the actual return in excess of (or less
than) expected return for the four prior years.
The estimated amounts that will be amortized from regulatory assets and accumulated OCI into net periodic benefit cost
in 2014 are as follows:
Regulatory assets:
Pension Benefits
Postretirement Benefits
Ameren(a)
Ameren(a)
Prior service cost (credit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated OCI:
Net actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(1)
60
1
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
60
$ (4)
9
(2)
$
3
(a)
Includes amounts for Ameren registrant and nonregistrant subsidiaries.
132
Prior service cost is amortized on a straight-line basis over the average future service of active participants benefiting
under the plan amendment. The net actuarial (gain) loss subject to amortization is amortized on a straight-line basis over 10
years.
The Ameren Companies are responsible for their share of the pension and postretirement benefit costs. The following
table presents the pension costs and the postretirement benefit costs incurred and included in continuing operations for the
years ended December 31, 2013, 2012, and 2011:
Pension Costs
Postretirement Costs
2013
2012
2011
2013
2012
2011
Ameren Missouri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
69
41
5
115
$
63
37
2
102
$
51
16
3
70
$
8
-
-
8
$
10
4
-
14
$
11
11
1
23
(a)
Includes amounts for Ameren registrant and nonregistrant subsidiaries.
The expected pension and postretirement benefit payments from qualified trust and company funds and the federal
subsidy for postretirement benefits related to prescription drug benefits, which reflect expected future service, as of
December 31, 2013, are as follows:
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 - 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension Benefits
Postretirement Benefits
Paid from
Qualified
Trust
$
247
249
255
260
264
1,342
Paid from
Company
Funds
$
3
3
3
3
3
14
Paid from
Qualified
Trust
$
61
63
66
69
72
394
Paid from
Company
Funds
Federal
Subsidy
$
2
2
2
2
2
12
$
3
4
4
4
4
19
The following table presents the assumptions used to determine net periodic benefit cost for our pension and
postretirement benefit plans for the years ended December 31, 2013, 2012, and 2011:
Pension Benefits
Postretirement Benefits
2013
2012
2011
2013
2012
2011
Discount rate at measurement date . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in future compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Medical cost trend rate (initial) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Medical cost trend rate (ultimate) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years to ultimate rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.00%
7.50
3.50
-
-
-
4.50%
7.75
3.50
-
-
-
5.25%
8.00
3.50
-
-
-
4.00%
7.25
3.50
5.00
5.00
-
4.50%
7.50
3.50
5.50
5.00
1 year
5.25%
7.75
3.50
6.00
5.00
2 years
The table below reflects the sensitivity of Ameren’s plans to potential changes in key assumptions:
Pension Benefits
Postretirement Benefits
Service Cost
and Interest
Cost
Projected
Benefit
Obligation
Service Cost
and Interest
Cost
Postretirement
Benefit
Obligation
0.25% decrease in discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.25% increase in salary scale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.00% increase in annual medical trend . . . . . . . . . . . . . . . . . . . . . . . . . .
1.00% decrease in annual medical trend . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
(2)
2
-
-
$
109
17
-
-
$
-
-
2
(2)
32
-
40
(37)
133
Other
Ameren sponsors a 401(k) plan for eligible employees. The Ameren 401(k) plan covered all eligible employees at
December 31, 2013. The plan allowed employees to contribute a portion of their compensation in accordance with specific
guidelines. Ameren matched a percentage of the employee contributions up to certain limits. The following table presents the
portion of the matching contribution to the Ameren 401(k) plan attributable to the continuing operations for each of the
Ameren Companies for the years ended December 31, 2013, 2012, and 2011:
Ameren Missouri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013
2012
2011
$
16
10
1
27
$
16
9
1
26
$
16
8
1
25
(a)
Includes amounts for Ameren registrant and nonregistrant subsidiaries.
NOTE 12 – STOCK-BASED COMPENSATION
Ameren’s long-term incentive plan available for eligible employees is the shareholder-approved 2006 Omnibus Incentive
Compensation Plan (2006 Plan), which became effective May 2, 2006. The 2006 Plan provides for a maximum of 4 million
common shares to be available for grant to eligible employees and directors. The 2006 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 shares at December 31, 2013, and changes during the year ended December 31, 2013, under
the 2006 Plan are presented below:
Nonvested at January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unearned or forfeited(b)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earned and vested(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance Share Units
Share
Units
1,192,487
840,482
(29,730)
(784,695)
Weighted-average
Fair Value per Unit
$
33.56
31.19
31.93
31.60
Nonvested at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,218,544
$
33.23
(a)
(b)
(c)
Includes performance share units (share units) granted to certain executive and nonexecutive officers and other eligible employees in 2013
under the 2006 Plan.
Includes share units granted in 2011 that were not earned based on performance provisions of the award grants.
Includes share units granted in 2011 that vested as of December 31, 2013, that were earned pursuant to the provisions of the award grants.
Also includes share units that vested due to attainment of retirement eligibility by certain employees and certain employees whose employment
terminated on December 2, 2013, with the divestiture of New AER. Actual shares issued for retirement-eligible employees and former New AER
subsidiaries’ employees will vary depending on actual performance over the three-year measurement period.
Ameren recorded compensation expense of
$20 million, $22 million, and $13 million for the years
ended December 31, 2013, 2012, and 2011, respectively,
and a related tax benefit of $8 million, $8 million and
$5 million for the years ended December 31, 2013, 2012,
and 2011, respectively. Ameren settled performance share
units and restricted shares of $11 million, $11 million, and
$4 million for the years ended December 31, 2013, 2012,
and 2011. All outstanding restricted shares vested as of the
end of 2011. There were no significant compensation costs
capitalized related to the performance share units during the
years ended December 31, 2013, 2012, and 2011. As of
December 31, 2013, total compensation cost of $20 million
related to nonvested awards not yet recognized is expected
to be recognized over a weighted-average period of
20 months.
Performance Share Units
Performance share units have been granted under the
2006 Plan. A share unit vests and entitles an employee to
receive shares of Ameren common stock (plus accumulated
dividends) if, at the end of the three-year performance
period, certain specified performance or market conditions
have been met and the individual remains employed by
Ameren. The exact number of shares issued pursuant to a
share unit varies from 0% to 200% of the target award,
depending on actual company performance relative to the
performance goals.
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
134
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.
The fair value of each share unit awarded in January
2012 under the 2006 Plan was determined to be $35.68.
That amount was based on Ameren’s closing common
NOTE 13 – INCOME TAXES
share price of $33.13 at December 31, 2011, 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, 2012. 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 0.41%, volatility of
17% to 31% for the peer group, and Ameren’s attainment
of a three-year average earnings per share threshold during
the performance period.
The following table presents the principal reasons why the effective income tax rate differed from the statutory federal
income tax rate for the years ended December 31, 2013, 2012, and 2011:
Ameren Missouri
Ameren Illinois
Ameren
2013
Statutory federal income tax rate:
Increases (decreases) from:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of investment tax credit
State tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other permanent items(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
Statutory federal income tax rate:
Increases (decreases) from:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of investment tax credit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reserve for uncertain tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other permanent items(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
Statutory federal income tax rate:
Increases (decreases) from:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of investment tax credit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reserve for uncertain tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other permanent items(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35%
-
(1)
3
1
38%
35%
(1)
(1)
3
1
-
37%
35%
(2)
(1)
3
-
-
1
36%
35%
(1)
-
6
-
40%
35%
-
(1)
6
-
-
40%
35%
-
(1)
5
-
-
-
35%
-
(1)
4
-
38%
35%
(1)
(1)
5
-
(1)
37%
35%
(1)
(1)
4
1
(1)
-
39%
37%
(a) Permanent items are treated differently for book and tax purposes and primarily include non-taxable income related to company-owned life
insurance and deductions related to dividends on DRPlus and the 401(k) plan for Ameren, as well as nondeductible expenses related to
lobbying and stock issuance costs for Ameren Missouri.
135
The following table presents the components of income tax expense (benefit) for the years ended December 31, 2013,
2012, and 2011:
Ameren Missouri
Ameren Illinois
Other
Ameren(a)
2013
Current taxes:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Federal
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred taxes:
Federal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred investment tax credits, amortization . . . . . . . . . . . . . . . . . .
Total income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
Current taxes:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Federal
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred taxes:
Federal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred investment tax credits, amortization . . . . . . . . . . . . . . . . . .
Total income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
Current taxes:
Federal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred taxes:
$
$
$
$
$
Federal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred investment tax credits, amortization . . . . . . . . . . . . . . . . . .
Total income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . .
$
136
41
64
6
(5)
242
(25)
(10)
248
44
(5)
252
3
2
129
31
(4)
161
$
$
$
$
$
$
(15)
21
99
6
(1)
110
(7)
(3)
76
30
(2)
94
(24)
(4)
123
34
(2)
127
$
$
$
$
$
$
(239)(b) $
(43)(b)
205(b)
36(b)
-
(41)
$
$
72
23
(120)
(14)
-
(39)
$
15
-
(39)
(10)
-
(34)
$
$
(118)
19
368
48
(6)
311
40
10
204
60
(7)
307
(6)
(2)
213
55
(6)
254
Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.
(a)
(b) These amounts are substantially related to the reversal of unrecognized tax benefits as a result of new IRS guidance related to the deductibility
of expenditures to maintain, replace or improve steam or electric power generation property, along with casualty loss deductions for storm
damage. They also reflect the increase in deferred tax expense due to available net operating losses.
The Illinois corporate income tax rate increased from 7.3% to 9.5%, as of January 2011. The tax rate is scheduled to
decrease to 7.75% in 2015, and it is scheduled to return to 7.3% in 2025. This corporate income tax rate increase in Illinois
increased current income tax expense in 2011 by $6 million and $4 million for Ameren and Ameren Illinois, respectively. As a
result of this corporate income tax rate increase, accumulated deferred tax balances were revalued, resulting in a decrease in
deferred tax expense of $2 million and $3 million for Ameren and Ameren Illinois, respectively, in 2011.
The following table presents the deferred tax assets and deferred tax liabilities recorded as a result of temporary
differences at December 31, 2013, and 2012:
Ameren Missouri
Ameren Illinois
Other
Ameren(a)
2013
Accumulated deferred income taxes, net liability (asset):
Plant related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regulatory assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred employee benefit costs . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other(b)(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total net accumulated deferred income tax liabilities (assets)(d) . . . .
2012
Accumulated deferred income taxes, net liability (asset):
Plant related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regulatory assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred employee benefit costs . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other(b)
$
$
$
Total net accumulated deferred income tax liabilities (assets)(e) . . . .
$
2,513
74
(74)
-
(7)
(17)
2,489
2,385
73
(84)
-
(7)
50
2,417
$
$
$
$
1,243
2
(85)
(27)
1
(63)
1,071
1,145
-
(102)
(27)
1
(77)
940
$
$
$
$
13
-
(114)
(1)
-
(398)
(500)
20
-
(137)
(1)
-
(223)
(341)
$
$
$
$
3,769
76
(273)
(28)
(6)
(478)
3,060
3,550
73
(323)
(28)
(6)
(250)
3,016
136
(a)
(b)
(c)
(d)
(e)
Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.
Includes deferred tax assets related to net operating loss and tax credit carryforwards detailed in the table below.
Includes total valuation allowances for Ameren, Ameren Missouri and Ameren Illinois of $7 million, $1 million, and $1 million, respectively, as
of December 31, 2013. The state valuation allowances are shown in the table below.
Includes $20 million recorded in “Other current assets” on Ameren Missouri’s balance sheet as of December 31, 2013.
Includes $26 million recorded in “Other current assets” on Ameren Missouri’s balance sheet as of December 31, 2012.
The following table presents the components of deferred tax assets relating to net operating loss carryforwards and tax
credit carryforwards at December 31, 2013:
Ameren
Missouri
Ameren
Illinois
Other
Ameren(a)
Net operating loss carryforwards:
Federal(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . .
Tax credit carryforwards:
Federal(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State valuation allowance(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
61
3
64
12
1
(1)
12
$
$
$
$
84
11
95
-
1
(1)
-
$
$
$
$
215
34
249
76
32
(2)
106
$
$
$
360
48
408
88
34
(4)
$
118
Includes amounts for Ameren registrant and nonregistrant subsidiaries.
(a)
(b) These will begin to expire in 2028.
(c) These will begin to expire in 2017.
(d) These will begin to expire in 2029.
(e) These will begin to expire in 2014.
(f)
This balance increased by $2 million, $- million and $- million for Ameren, Ameren Missouri and Ameren Illinois, respectively, during 2013.
The following table presents the components of deferred tax assets relating to net operating loss carryforwards and tax
credit carryforwards at December 31, 2012:
Ameren
Missouri
Ameren
Illinois
Other
Ameren(a)
Net operating loss carryforwards:
Federal(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . .
Tax credit carryforwards:
Federal(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State valuation allowance(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
61
3
64
11
1
(1)
11
$
$
$
$
61
11
72
-
1
(1)
-
$
$
$
$
51
13
64
75
23
-
98
$
$
$
173
27
200
86
25
(2)
$
109
Includes amounts for Ameren registrant and nonregistrant subsidiaries.
(a)
(b) These will begin to expire in 2028
(c) These will begin to expire in 2017.
(d) These will begin to expire in 2029.
(e) These began to expire in 2013.
(f)
This balance increased by $1 million, $- million and $1 million for Ameren, Ameren Missouri and Ameren Illinois, respectively, during 2012.
137
Uncertain Tax Positions
A reconciliation of the change in the unrecognized tax benefit balance during the years ended December 31, 2011, 2012,
and 2013, is as follows:
Ameren
Missouri
Ameren
Illinois
Other
Ameren(a)
Unrecognized tax benefits – January 1, 2011 . . . . . . . . . . . . . . . . . . . .
Increases based on tax positions prior to 2011 . . . . . . . . . . . . . . . .
Decreases based on tax positions prior to 2011 . . . . . . . . . . . . . . . .
Increases based on tax positions related to 2011 . . . . . . . . . . . . . . .
Changes related to settlements with taxing authorities . . . . . . . . . . .
Decreases related to the lapse of statute of limitations . . . . . . . . . . .
Unrecognized tax benefits – December 31, 2011 . . . . . . . . . . . . . . . . .
Increases based on tax positions prior to 2012 . . . . . . . . . . . . . . . .
Decreases based on tax positions prior to 2012 . . . . . . . . . . . . . . . .
Increases (decreases) based on tax positions related to 2012 . . . . .
Changes related to settlements with taxing authorities . . . . . . . . . . .
Decreases related to the lapse of statute of limitations . . . . . . . . . . .
Unrecognized tax benefits – December 31, 2012 . . . . . . . . . . . . . . . . .
Increases based on tax positions prior to 2013 . . . . . . . . . . . . . . . .
Decreases based on tax positions prior to 2013 . . . . . . . . . . . . . . . .
Increases based on tax positions related to 2013 . . . . . . . . . . . . . . .
Changes related to settlements with taxing authorities . . . . . . . . . . .
Increases related to the lapse of statute of limitations . . . . . . . . . . .
Unrecognized tax benefits (detriments) – December 31, 2013 . . . . . . .
Total unrecognized tax benefits that, if recognized, would affect the
effective tax rates as of December 31, 2011 . . . . . . . . . . . . . . . . . . .
Total unrecognized tax benefits (detriments) that, if recognized, would
affect the effective tax rates as of December 31, 2012 . . . . . . . . . . .
Total unrecognized tax benefits that, if recognized, would affect the
effective tax rates as of December 31, 2013 . . . . . . . . . . . . . . . . . . .
$
$
$
$
$
$
$
164
15
(63)
13
(5)
-
124
4
(7)
15
-
-
136
-
(122)
16
-
1
31
1
3
3
$
$
$
$
$
$
$
56
-
(41)
-
(4)
-
11
-
(1)
3
-
-
13
2
(16)
-
-
-
(1)
-
(1)
-
$
$
$
$
$
$
$
26
7
(21)
4
(1)
(2)
13
1
(5)
(1)
-
(1)
7
5
(5)
53(b)
-
-
60
-
(1)
51(b)
$
$
$
$
$
$
$
246
22
(125)
17
(10)
(2)
148
5
(13)
17
-
(1)
156
7
(143)
69
-
1
90
1
1
54
Includes amounts for Ameren registrant and nonregistrant subsidiaries.
(a)
(b) Primarily due to tax positions relating to the New AER divestiture. The income statement impact of this unrecognized tax benefit was included
in “Income (loss) from discontinued operations, net of taxes” on Ameren’s consolidated statement of income (loss). See Note 16 – Divestiture
Transactions and Discontinued Operations for additional information.
The Ameren Companies recognize interest charges (income) and penalties accrued on tax liabilities on a pretax basis as
interest charges (income) or miscellaneous expense, respectively, in the statements of income.
A reconciliation of the change in the liability for interest on unrecognized tax benefits during the years ended
December 31, 2011, 2012, and 2013, is as follows:
Ameren
Missouri
Ameren
Illinois
Other
Liability for interest – January 1, 2011 . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income for 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liability for interest – December 31, 2011 . . . . . . . . . . . . . . . . . . . . . .
Interest charges (income) for 2012 . . . . . . . . . . . . . . . . . . . . . . . . . .
Liability for interest – December 31, 2012 . . . . . . . . . . . . . . . . . . . . . .
Interest charges (income) for 2013 . . . . . . . . . . . . . . . . . . . . . . . . . .
Liability for interest – December 31, 2013 . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
10
(3)
(1)
6
2
8
(8)
-
$
$
$
$
2
(1)
-
1
-
1
(1)
-
$
$
$
$
5
(7)
-
(2)
(1)
(3)
4
1
Ameren(a)
$
17
(11)
(1)
5
1
6
(5)
1
$
$
$
(a)
Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.
As of December 31, 2011, 2012, and 2013, the Ameren Companies have accrued no amount for penalties with respect to
unrecognized tax benefits.
In 2011, a final settlement for the years 2005 and 2006 was reached with the IRS. It resulted in a reduction in uncertain
tax liabilities of $39 million, $17 million and $12 million for Ameren, Ameren Missouri and Ameren Illinois, respectively.
Ameren’s federal income tax returns for the years 2007 through 2011 are before the Appeals Office of the IRS. Ameren’s
federal income tax return for the year 2012 is currently under examination.
138
It is reasonably possible that a settlement will be reached with the Appeals Office of the IRS in the next twelve months for
the years 2007 through 2011. This settlement, primarily related to uncertain tax positions for capitalization versus currently
deductible repair expense and research deductions, is expected to result in a decrease in uncertain tax benefits of
approximately $20 million and $13 million for Ameren and Ameren Missouri, respectively. In addition, it is reasonably possible
that other events will occur during the next twelve 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.
In 2013, unrecognized tax benefits related to the deductibility of expenditures to maintain, replace, or improve steam or
electric power generation property, along with casualty loss deductions for storm damage, were reduced by $103 million,
$95 million and $5 million for Ameren, Ameren Missouri and Ameren Illinois, respectively. This reduction in unrecognized tax
benefits did not impact overall income tax expense for the Ameren Companies. However, the liability for interest related to
these unrecognized tax benefits has been released. In 2013, Ameren adopted an accounting method change as a result of the
recent guidance issued by the IRS, establishing new rules for the amount and timing of the deductions to maintain, replace or
improve generation property. In 2014, Ameren expects to adopt an accounting method change as a result of the recent
guidance establishing new rules for the amount and timing of casualty loss deductions for storm damage.
State income tax returns are generally subject to examination for a period of three years after filing of the return. 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. The Ameren Companies do not currently have material state income tax issues under examination,
administrative appeals, or litigation.
Ameren Missouri has an uncertain tax position tracker. Under Missouri’s regulatory framework, uncertain tax positions do
not reduce Ameren Missouri’s electric rate base. When an uncertain income tax position liability is resolved, the MoPSC
requires, through the uncertain tax position tracker, the creation of a regulatory asset or regulatory liability to reflect the time
value, using the weighted-average cost of capital included in each of the electric rate orders in effect before the tax position
was resolved, of the difference between the uncertain income tax position liability that was excluded from rate base and the
final tax liability. The resulting regulatory asset or liability will affect earnings in the year it is created and then will be amortized
over three years beginning on the effective date of new rates established in the next electric rate case.
NOTE 14 – RELATED PARTY TRANSACTIONS
The Ameren Companies have engaged in, and may in
the future engage in, affiliate transactions in the normal
course of business. These transactions primarily consist of
natural gas and power purchases and sales, services
received or rendered, and borrowings and lendings.
Transactions between affiliates are reported as
intercompany transactions on their financial statements, but
are eliminated in consolidation for Ameren’s financial
statements. Below are the material related party
agreements.
Electric Power Supply Agreements
Capacity Supply Agreements
Ameren Illinois, as an electric load-serving entity, must
acquire capacity sufficient to meet its obligations to
customers.
In 2010, Ameren Illinois used an RFP process,
administered by the IPA, to contract capacity for the period
from June 1, 2010, through May 31, 2013. As a winning
supplier in this process, in April 2010, Ameren Missouri
contracted to supply a portion of Ameren Illinois’ capacity
requirements for less than $1 million for the period from
June 1, 2010, through May 31, 2013.
In 2012, Ameren Illinois used an RFP process,
administered by the IPA, to contract capacity for the period
from June 1, 2012, through May 31, 2015. As a winning
supplier in this process, in April 2012, Ameren Missouri
contracted to supply a portion of Ameren Illinois’ capacity
requirements for $1 million and $3 million for the
12 months ending May 31, 2014, and 2015, respectively.
Energy Swaps and Energy Products
Ameren Illinois, as an electric load-serving entity, must
acquire energy sufficient to meet its obligations to
customers.
In 2011, Ameren Illinois used an RFP process,
administered by the IPA, to procure energy products that
will settle physically from June 1, 2011, through May 31,
2014. Ameren Missouri was among the winning suppliers
in the energy product RFP process. In May 2011, Ameren
Missouri and Ameren Illinois entered into energy product
agreements by which Ameren Missouri agreed to sell and
Ameren Illinois agreed to purchase approximately 16,800
megawatthours at approximately $37 per megawatthour
during the 12 months ending May 31, 2012, approximately
40,800 megawatthours at approximately $29 per
megawatthour during the 12 months ending May 31, 2013,
and approximately 40,800 megawatthours at approximately
$28 per megawatthour during the 12 months ending
May 31, 2014. The energy product agreements between
Ameren Missouri and Ameren Illinois for the periods ending
May 31, 2012, and May 31, 2013, were for off-peak hours
only.
139
Interconnection and Transmission Agreements
Ameren Missouri and Ameren Illinois are parties to an
interconnection agreement for the use of their respective
transmission lines and other facilities for the distribution of
power. These agreements have no contractual expiration
date, but may be terminated by either party with three years’
notice.
Joint Ownership Agreement
ATXI and Ameren Illinois have a joint ownership
agreement to construct, own, operate, and maintain certain
electric transmission assets in Illinois. Under the terms of
this agreement, Ameren Illinois and ATXI are responsible
for their applicable share of all costs related to the
construction, operation, and maintenance of electric
transmission systems. Currently, there are no construction
projects or joint ownership of existing assets under this
agreement.
In January 2011, ATXI repaid advances for the
construction of transmission assets to Ameren Illinois in
the amount of $52 million, including $3 million of accrued
interest.
In April 2011, ATXI transferred, at cost, all of ATXI’s
construction work in progress assets related to a
transmission line to Ameren Illinois for $20 million.
Support Services Agreements
Ameren Services provides support services to its
affiliates. The costs of support services, including wages,
employee benefits, professional services, and other
expenses, are based on, or are an allocation of, actual costs
incurred. The shared services support agreement can be
terminated with respect to a particular affiliate by the mutual
agreement of Ameren Services and that affiliate or by either
Ameren Services or that affiliate with 60 days’ notice before
the end of a calendar year.
In addition, Ameren Missouri and Ameren Illinois
provide affiliates, primarily Ameren Services, with access to
their facilities for administrative purposes. The cost of the
rent and facility services are based on, or are an allocation
of, actual costs incurred.
Separately, Ameren Missouri and Ameren Illinois
provide storm-related and miscellaneous support services
to each other on an as-needed basis.
Transmission Services
Ameren Illinois must take transmission service from
MISO for the retail load it serves in the AMIL pricing zone.
ATXI is one of the transmission owners in the AMIL pricing
zone. Accordingly ATXI receives transmission payments
from Ameren Illinois through the MISO billing process.
Money Pool
See Note 4 – Short-term Debt and Liquidity and
Note 5 – Long-term Debt and Equity Financings for a
discussion of affiliate borrowing arrangements.
Collateral Postings
Under the terms of the Illinois power procurement
agreements entered into through RFP processes
administered by the IPA, suppliers must post collateral
under certain market conditions to protect Ameren Illinois
in the event of nonperformance. The collateral postings are
unilateral, meaning that only the suppliers would be
required to post collateral. Therefore, Ameren Missouri, as a
winning supplier in the RFP process, may be required to
post collateral. As of December 31, 2013, and 2012, there
were no collateral postings required of Ameren Missouri
related to the Illinois power procurement agreements.
The following table presents the impact on Ameren Missouri and Ameren Illinois of related party transactions for the
years ended December 31, 2013, 2012, and 2011. It is based primarily on the agreements discussed above and the money
pool arrangements discussed in Note 4 – Short-term Debt and Liquidity.
Agreement
Ameren Missouri power supply agreements
with Ameren Illinois
Ameren Missouri and Ameren Illinois
rent and facility services
Ameren Missouri and Ameren Illinois
miscellaneous support services
Total Operating Revenues
Ameren
Missouri
Ameren
Illinois
$
$
3
(b)
2
21
19
16
1
1
5
25
20
23
$
$
(a)
(a)
(a)
1
1
2
3
(b)
1
4
1
3
2013
2012
2011
2013
2012
2011
2013
2012
2011
2013
2012
2011
Income Statement Line Item
Operating Revenues
Operating Revenues
Operating Revenues
140
Agreement
Income Statement Line Item
Ameren Illinois power supply
agreements with Ameren Missouri
Ameren Illinois transmission
services with ATXI
Total Purchased Power
Ameren Services support services
agreement
Insurance premiums(c)
Total Other Operations and
Maintenance Expenses
Money pool borrowings (advances)
Purchased Power
Purchased Power
Other Operations and
Maintenance
Other Operations and
Maintenance
Interest (Charges)
Income
Ameren
Missouri
Ameren
Illinois
$
$
$
$
$
$
$
$
$
$
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
116
106
114
(b)
(b)
(b)
116
106
114
(b)
(b)
-
3
(b)
2
2
3
3
5
3
5
93
88
87
(a)
(a)
(a)
93
88
87
(b)
(b)
-
2013
2012
2011
2013
2012
2011
2013
2012
2011
2013
2012
2011
2013
2012
2011
2013
2012
2011
2013
2012
2011
(a) Not applicable.
(b) Amount less than $1 million.
(c) Represents insurance premiums paid to Energy Risk Assurance Company, an affiliate for replacement power, property damage, and terrorism
coverage.
NOTE 15 – COMMITMENTS AND CONTINGENCIES
We are involved in legal, tax, and regulatory proceedings before various courts, regulatory commissions, authorities, and
governmental agencies with respect to matters that arise in the ordinary course of business, some of which involve substantial
amounts of money. We believe that the final disposition of these proceedings, except as otherwise disclosed in these notes to
our financial statements, will not have a material adverse effect on our results of operations, financial position, or liquidity.
See also Note 1 – Summary of Significant Accounting Policies, Note 2 – Rate and Regulatory Matters, Note 10 – Callaway
Energy Center, Note 14 – Related Party Transactions, and Note 16 – Divestiture Transactions and Discontinued Operations in
this report.
Callaway Energy Center
The following table presents insurance coverage at Ameren Missouri’s Callaway energy center at December 31, 2013. The
property coverage and the nuclear liability coverage must be renewed on April 1 and January 1, respectively, of each year.
Type and Source of Coverage
Public liability and nuclear worker liability:
American Nuclear Insurers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pool participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property damage:
Nuclear Electric Insurance Limited . . . . . . . . . . . . . . . . . . . . . . . .
European Mutual Association for Nuclear Insurance . . . . . . . . . . .
Replacement power:
Nuclear Electric Insurance Limited . . . . . . . . . . . . . . . . . . . . . . . .
Missouri Energy Risk Assurance Company . . . . . . . . . . . . . . . . . .
Maximum Coverages
Maximum Assessments
$
$
$
$
$
$
375
13,241(a)
13,616(c)
2,250(d)
500(f)
2,750
490(g)
64(h)
$
-
128(b)
$ 128
$
$
$
$
23(e)
-
23
9(e)
-
(a) Provided through mandatory participation in an industrywide retrospective premium assessment program.
(b) Retrospective premium under the Price-Anderson Act. This is subject to retrospective assessment with respect to a covered loss in excess of
$375 million in the event of an incident at any licensed United States commercial reactor, payable at $19 million per year.
141
(c) Limit of liability for each incident under the Price-Anderson Act liability provisions of the Atomic Energy Act of 1954, as amended. A company
could be assessed up to $128 million per incident for each licensed reactor it operates with a maximum of $19 million per incident to be paid in
a calendar year for each reactor. This limit is subject to change to account for the effects of inflation and changes in the number of licensed
reactors.
(d) Nuclear Electric Insurance Limited provides $2.25 billion in property damage, decontamination, and premature decommissioning insurance.
There is a $1.7 billion sublimit for non-radiation events, of which the top $200 million is a shared limit with other generators purchasing this
coverage and includes one free reinstatement.
(e) All Nuclear Electric Insurance Limited insured plants could be subject to assessments should losses exceed the accumulated funds from
(f)
Nuclear Electric Insurance Limited.
European Mutual Association for Nuclear Insurance provides $500 million in excess of the $2.25 billion property coverage and $1.7 billion non-
radiation coverage.
(g) Provides replacement power cost insurance in the event of a prolonged accidental outage at our nuclear energy center. Weekly indemnity up to
$4.5 million for 52 weeks, which commences after the first eight weeks of an outage, plus up to $3.6 million per week for a minimum of 71
weeks thereafter for a total not exceeding the policy limit of $490 million. Effective April 1, 2013, non-radiation events are sub-limited
to $327.6 million.
(h) Provides replacement power cost insurance in the event of a prolonged accidental outage at our nuclear energy center. The coverage
commences after the first 52 weeks of insurance coverage from Nuclear Electric Insurance Limited and is a weekly indemnity of $900,000 for
71 weeks in excess of the $3.6 million per week set forth above. Missouri Energy Risk Assurance Company LLC is an affiliate and has reinsured
this coverage with third-party insurance companies. See Note 14 – Related Party Transactions for more information on this affiliate transaction.
The Price-Anderson Act is a federal law that limits the liability for claims from an incident involving any licensed United
States commercial nuclear energy center. The limit is based on the number of licensed reactors. The limit of liability and the
maximum potential annual payments are adjusted at least every five years for inflation to reflect changes in the Consumer
Price Index. The five-year inflationary adjustment was effective September 10, 2013. Owners of a nuclear reactor cover this
exposure through a combination of private insurance and mandatory participation in a financial protection pool, as established
by the Price-Anderson Act.
Losses resulting from terrorist attacks are covered under Nuclear Electric Insurance Limited’s policies, subject to an
industrywide aggregate policy limit of $3.24 billion within a 12-month period for coverage for such terrorist acts.
If losses from a nuclear incident at the Callaway energy center exceed the limits of, or are not covered by insurance, or if
coverage is unavailable, Ameren Missouri is at risk for any uninsured losses. If a serious nuclear incident were to occur, it
could have a material adverse effect on Ameren’s and Ameren Missouri’s results of operations, financial position, or liquidity.
Leases
We lease various facilities, office equipment, plant equipment, and rail cars under capital and operating leases. The
following table presents our lease obligations at December 31, 2013:
Total
2014
2015
2016
2017
2018 After 5 Years
Ameren:(a)
Minimum capital lease payments(b) . . . . . . . . . . . . . . . . . . . . . . . . . .
Less amount representing interest . . . . . . . . . . . . . . . . . . . . . . . . . .
Present value of minimum capital lease payments . . . . . . . . . . . . . .
Operating leases(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Missouri:
Minimum capital lease payments(b) . . . . . . . . . . . . . . . . . . . . . . . . . .
Less amount representing interest . . . . . . . . . . . . . . . . . . . . . . . . . .
Present value of minimum capital lease payments . . . . . . . . . . . . . .
Operating leases(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois:
Operating leases(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
$
$
$
556
257
299
117
416
556
257
299
106
405
7
$
$
$
$
$
$
$
32
27
5
14
19
32
27
5
11
16
2
$
$
$
$
$
$
$
33
27
6
13
19
33
27
6
11
17
1
$
$
$
$
$
$
$
33
27
6
13
19
33
27
6
11
17
1
$
$
$
$
$
$
$
33
27
6
13
19
33
27
6
12
18
1
$
$
$
$
$
$
$
32
26
6
13
19
32
26
6
11
17
$
$
393
123
270
51
$
321
$
$
393
123
270
50
$
320
1
$
1
Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.
(a)
(b) See Properties under Part I, Item 2, and Note 3 – Property and Plant, Net, of this report for additional information.
(c) Amounts related to certain land-related leases have indefinite payment periods. The annual obligation of $2 million, $1 million and $1 million
for Ameren, Ameren Missouri and Ameren Illinois for these items is included in the 2014 through 2018 columns, respectively.
142
The following table presents total rental expense, included in operating expenses, for the years ended December 31, 2013,
2012, and 2011:
Ameren(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Missouri
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
32
29
21
$
33
29
19
$
36
29
17
2013
2012
2011
(a)
Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.
Other Obligations
To supply a portion of the fuel requirements of our energy centers, we have entered into various long-term commitments
for the procurement of coal, natural gas, nuclear fuel, and methane gas. We also have entered into various long-term
commitments for purchased power and natural gas for distribution. The table below presents our estimated commitments at
December 31, 2013. Ameren’s and Ameren Missouri’s purchased power obligations include a 102-megawatt power purchase
agreement with a wind farm operator that expires in 2024. Ameren’s and Ameren Illinois’ purchased power obligations include
the Ameren Illinois power purchase agreements entered into as part of the IPA-administered power procurement process.
Included in the Other column are minimum purchase commitments under contracts for equipment, design and construction,
and meter reading services at December 31, 2013. Ameren’s and Ameren Illinois’ Other column also include obligations
related to IEIMA. In addition, the Other column includes Ameren’s and Ameren Missouri’s obligations related to energy
efficiency programs under the MEEIA as approved by the MoPSC’s December 2012 electric rate order. Ameren Missouri
expects to incur $48 million in 2014 and $64 million in 2015 for these energy efficiency programs. See Note 2 – Rate and
Regulatory Matters for additional information about the IEIMA and MEEIA.
Coal
Natural
Gas(a)
Nuclear
Fuel
Purchased
Power(b)
Methane
Gas
Other
Total
Ameren:(c)
2014 . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . .
$
620
642
664
676
120
125
Total
. . . . . . . . . . . . . . . . . . . . .
$
2,847
Ameren Missouri:
2014 . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . .
$
620
642
664
676
120
125
Total
. . . . . . . . . . . . . . . . . . . . .
$
2,847
Ameren Illinois:
2014 . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . .
$
Total
. . . . . . . . . . . . . . . . . . . . .
$
-
-
-
-
-
-
-
$
$
$
$
$
$
323
179
90
45
28
82
747
62
32
19
11
8
28
160
261
147
71
34
20
54
587
$
$
$
$
$
$
64
63
81
58
57
158
481
64
63
81
58
57
158
481
-
-
-
-
-
-
-
$
$
$
$
$
$
308
164
78
55
52
635
$ 1,292
$
$
$
19
19
19
19
19
110
205
289
145
59
36
33
525
$ 1,087
$
3
4
4
4
5
91
111
3
4
4
4
5
91
111
-
-
-
-
-
-
-
$
$
$
$
$
$
201
143
76
50
51
350
871
127
101
40
26
27
183
504
23
24
24
24
24
167
286
$ 1,519
1,195
993
888
313
1,441
$ 6,349
$
895
861
827
794
236
695
$ 4,308
$
573
316
154
94
77
746
$ 1,960
Includes amounts for generation and for distribution.
(a)
(b) The purchased power amounts for Ameren and Ameren Illinois include 20-year agreements for renewable energy credits that were entered into
in December 2010 with various renewable energy suppliers. The agreements contain a provision that allows Ameren Illinois to reduce the
quantity purchased in the event that Ameren Illinois would not be able to recover the costs associated with the renewable energy credits.
Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.
(c)
Ameren Illinois has entered into an agreement, through
a process administered by the IPA, to purchase power from
a repowered unit at the Meredosia energy center designed
for permanent carbon dioxide capture and storage, annually
over a 20-year period beginning in 2017, for its electric
delivery service customers. The agreement is contingent on
the parties interested in repowering the unit at the
abandoned Meredosia energy center reaching certain
milestones related to the construction and commencement
of operations of this unit. Ameren will not repower the unit;
143
however, a sale of the unit to a third party is possible.
Construction has not begun on the unit at this energy
center; therefore, Ameren Illinois’ obligations are not certain
at this time and consequently not included in the table
above. If the plant is not in service by 2019, Ameren Illinois
can terminate the agreement.
Environmental Matters
We are subject to various environmental laws and
regulations enforced by federal, state, and local authorities.
From the beginning phases of siting and development to the
ongoing operation of existing or new electric generation,
transmission and distribution facilities and natural gas
storage, transmission and distribution facilities, our
activities involve compliance with diverse environmental
laws and regulations. These laws and regulations address
emissions, discharges to water, water usage, impacts to air,
land, and water, and chemical and waste handling. Complex
and lengthy processes are required to obtain and renew
approvals, permits, or licenses for new, existing or modified
facilities. Additionally, the use and handling of various
chemicals or hazardous materials require release prevention
plans and emergency response procedures.
The EPA is developing environmental regulations that
will have a significant impact on the electric utility industry.
Over time, compliance with these regulations could be
particularly costly for certain companies, including Ameren
Missouri, that operate coal-fired energy centers. Significant
new rules proposed or promulgated include the regulation
of CO2 emissions from new energy centers; revised national
ambient air quality standards for ozone, fine particulates,
SO2, and NOx emissions; the CSAPR, which would have
required further reductions of SO2 emissions and NOx
emissions from energy centers; a regulation governing
management of CCR and coal ash impoundments; the
MATS, which require reduction of emissions of mercury,
toxic metals, and acid gases from energy centers; revised
NSPS for particulate matter, SO2, and NOx emissions from
new sources; new effluent standards applicable to waste
water discharges from energy centers and new regulations
under the Clean Water Act that could require significant
capital expenditures, such as modifications to water intake
structures or new cooling towers at our energy centers. The
EPA is expected to propose CO2 standards for existing fossil
fuel-fired electric generation units in the future. These new
and proposed regulations, if adopted, may be challenged
through litigation, so their ultimate implementation, as well
as the timing of any such implementation, is uncertain.
Although many details of these future regulations are
unknown, the combined effects of the new and proposed
environmental regulations may result in significant capital
expenditures and increased operating costs over the next
five to ten years for Ameren and Ameren Missouri.
Compliance with these environmental laws and regulations
could be prohibitively expensive or could result in the
closure or alteration of the operation of some of our energy
centers. Ameren and Ameren Missouri would expect these
costs to be recoverable through rates, but the nature and
timing of costs, as well as the applicable regulatory
framework, could result in regulatory lag.
As of December 31, 2013, Ameren and Ameren
Missouri estimate capital expenditure investments of
$275 million to $350 million over the next five years to
comply with existing environmental regulations. This
estimate assumes that CCR will continue to be regulated as
nonhazardous. This estimate does not include the impacts
of regulations proposed by the EPA under the Clean Water
Act, in March 2011, regarding cooling water intake
structures or the impact of the effluent standards applicable
to steam-electric generating units that the EPA proposed in
April 2013, as the technology requirements of these final
rules are not yet known. Considerable uncertainty remains
in this estimate. The actual amount of capital expenditure
investments to comply with existing environmental
regulations may vary substantially from the above estimate
due to uncertainty as to the precise compliance strategies
that will be used and their ultimate cost, among other
things.
Ameren Missouri’s current environmental compliance
plan for air emissions includes burning ultra-low-sulfur coal
and installing new or optimizing existing pollution control
equipment. Ameren Missouri has two scrubbers at its Sioux
energy center, which are used to reduce SO2 emissions and
other pollutants. Currently, Ameren Missouri’s compliance
plan assumes the installation of additional controls
including mercury control technology and precipitator
upgrades at multiple energy centers within its coal-fired
fleet during the next five years. However, Ameren Missouri
is currently evaluating its operations and options to
determine how to comply with the MATS and other recently
finalized or proposed EPA regulations. Additional controls
may be necessary, depending upon the resolution of the
CSAPR litigation currently pending before the United States
Supreme Court or if a new rule replacing CAIR is ultimately
adopted, as discussed below. If CSAPR is implemented,
Ameren Missouri may be required to install two additional
scrubbers within the next ten years.
Environmental compliance costs at some of Ameren
Missouri’s energy centers could be prohibitive and
additional capital investment or continued operations
unwarranted. Ameren Missouri’s capital expenditures and
other costs are subject to MoPSC prudence reviews, which
could result in cost disallowances as well as regulatory lag.
The following sections describe the more significant
environmental laws and rules that affect or could affect our
operations.
Clean Air Act
Both federal and state laws require significant
reductions in SO2 and NOx emissions that result from
burning fossil fuels. In 2005, the EPA issued regulations
with respect to SO2 and NOx emissions (the CAIR). In
December 2008, the United States Court of Appeals for the
District of Columbia Circuit found various aspects of the law
to be unlawful and remanded the CAIR to the EPA for
144
further action, but allowed the CAIR’s cap-and-trade
programs to remain effective until they are replaced by the
EPA. In July 2011, the EPA issued the CSAPR as the CAIR
replacement. The CSAPR regulations were vacated by the
United States Court of Appeals for the District of Columbia
Circuit. The EPA appealed to the United States Supreme
Court, and a ruling is expected by June 2014. The EPA will
continue to administer the CAIR until a new rule is
ultimately adopted or until the United States Supreme Court
overturns the decision to vacate the CSAPR.
In December 2011, the EPA issued the MATS under
the Clean Air Act, which require emission reductions for
mercury and other hazardous air pollutants, such as acid
gases, toxic metals, and hydrogen chloride emissions. The
MATS do not require a specific control technology to
achieve the emission reductions. The MATS will apply to
each unit at a coal-fired power plant; however in certain
cases, emission compliance can be achieved by averaging
emissions from similar electric generating units at the same
power plant. Compliance is required by April 2015 or, with a
case-by-case extension, by April 2016. Ameren Missouri’s
Labadie and Meramec energy centers requested and were
granted extensions to April 2016 to comply with the MATS.
Emission Allowances
The Clean Air Act created marketable commodities
called emission allowances under the acid rain program, the
NOx budget trading program, and the CAIR. Ameren
Missouri expects to have enough CAIR allowances for 2014
to avoid making external purchases to comply with these
programs.
Greenhouse Gas Regulation
In December 2009, the EPA issued its “endangerment
finding” under the Clean Air Act, which stated that
greenhouse gas emissions, including CO2, endanger human
health and welfare and that emissions of greenhouse gases
from motor vehicles contribute to that endangerment. In
March 2010, the EPA issued a determination that
greenhouse gas emissions from stationary sources, such as
power plants, would be subject to regulation under the
Clean Air Act effective the beginning of 2011. As a result of
these actions, we are required to consider the emissions of
greenhouse gases in any air permit application.
Recognizing the difficulties presented by regulating at
once virtually all emitters of greenhouse gases, the EPA
issued the “Tailoring Rule,” which established new higher
emission thresholds beginning in January 2011 for
regulating greenhouse gas emissions from stationary
sources, such as power plants. The rule requires any source
that already has an operating permit to have greenhouse-
gas-specific provisions added to its permits upon renewal.
Currently, all Ameren energy centers have operating permits
that have been modified to address greenhouse gas
emissions. The Tailoring Rule also provides that if projects
performed at major sources or new major sources result in
an increase in emissions of greenhouse gases over an
applicable annual threshold, such projects could trigger
permitting requirements under the NSR programs and the
application of best available control technology to control
greenhouse gas emissions. In June 2012, the United States
Court of Appeals for the District of Columbia Circuit upheld
the Tailoring Rule. Industry groups and a coalition of states
filed petitions in April 2013 requesting that the United
States Supreme Court review the circuit court’s decision. In
October 2013, the United States Supreme Court granted
limited review of one petition, agreeing to consider whether
the Clean Air Act authorizes the EPA to regulate emissions
of greenhouse gases from stationary sources, including
power plants, as a result of its determination to regulate
greenhouse gas emissions from motor vehicles. A ruling is
expected in 2014.
In June 2013, the Obama administration announced
that it had directed the EPA to set CO2 emissions standards
for both new and existing power plants. The EPA published
proposed regulations in January 2014 that would set
revised CO2 emissions standards for new electricity
generating units. The proposed standards would establish
separate emissions limits for new natural gas-fired plants
and new coal-fired plants. In addition, the Obama
administration directed the EPA to propose a CO2 emissions
standard for existing power plants by June 2014 and to
finalize such standard by June 2015. Currently, the Ameren
Companies are unable to predict the outcome or impacts of
such future regulations.
Future federal and state legislation or regulations that
mandate limits on the emission of greenhouse gases may
result in significant increases in capital expenditures and
operating costs, which, in turn, could lead to increased
liquidity needs and higher financing costs. These
compliance costs could be prohibitive at some of our
energy centers, as the expected return from these
investments, at current market prices for energy and
capacity, might not justify the required capital expenditures
or their continued operation, which could result in the
impairment of long-lived assets if costs are not recovered
through rates. To the extent that Ameren Missouri requests
recovery of these costs through rates, its regulators might
delay or deny timely recovery. Mandatory limits on the
emission of greenhouse gases could increase costs for our
customers or have a material adverse impact on Ameren’s
and Ameren Missouri’s results of operations, financial
position, and liquidity. To the extent investments in
environmental control technology are reflected and
recovered on a timely basis in rate base, Ameren’s and
Ameren Missouri’s earnings may benefit from increased
investment in such control technology.
NSR and Clean Air Litigation
In January 2011, the Department of Justice on behalf
of the EPA filed a complaint against Ameren Missouri in the
United States District Court for the Eastern District of
Missouri. The EPA’s complaint, as amended in October
2013, alleges that in performing projects at its Rush Island
145
coal-fired energy center in 2007 and 2010, Ameren
Missouri violated provisions of the Clean Air Act and
Missouri law. In January 2012, the United States District
Court granted, in part, Ameren Missouri’s motion to
dismiss various aspects of the EPA’s penalty claims. The
EPA’s claims for unspecified injunctive relief remain. The
trial in this matter is currently scheduled to begin in January
2015. Ameren Missouri believes its defenses are
meritorious and will defend itself vigorously. However, there
can be no assurances that it will be successful in its efforts.
Ultimate resolution of these matters could have a
material adverse impact on the future results of operations,
financial position, and liquidity of Ameren and Ameren
Missouri. A resolution could result in increased capital
expenditures for the installation of pollution control
equipment, increased operations and maintenance expenses,
and penalties. We are unable to predict the ultimate resolution
of these matters or the costs that might be incurred.
Clean Water Act
In March 2011, the EPA announced a proposed rule
applicable to cooling water intake structures at existing
power plants. The proposed rule would impose standards
for reducing the mortality of aquatic organisms impinged
on the plant’s intake screens or entrained through the
plant’s cooling water system. All coal-fired, nuclear, and
combined cycle energy centers at Ameren Missouri with
cooling water systems are subject to this proposed rule.
The EPA has agreed to finalize the rule in April 2014. When
finalized the final rule could have an adverse effect on our
results of operations, financial position, and liquidity if its
implementation requires the installation of cooling towers
or extensive modifications to the cooling water systems at
our energy centers.
In April 2013, the EPA announced its proposal to revise
the effluent limitation guidelines applicable to steam electric
generating units under the Clean Water Act. Effluent limitation
guidelines are national standards for wastewater discharges
to surface water that are based on the effectiveness of
available control technology. The EPA’s proposed rule raised
several compliance options that would prohibit effluent
discharges of certain, but not all, waste streams and impose
more stringent limitations on certain components in
wastewater discharges from power plants. If the rule is
enacted as proposed, Ameren Missouri would be subject to
the revised limitations beginning as early as July 1, 2017, but
no later than July 1, 2022. Ameren is reviewing the proposed
rule and evaluating its potential impact on operations. The
EPA expects to issue final guidelines in April 2014.
Ash Management
In May 2010, the EPA announced proposed new
regulations regarding the management and disposal of
CCR, which could affect future disposal and handling costs
at our energy centers. Those proposed regulations include
two options for managing CCRs, under either solid or
hazardous waste regulations, but either alternative would
allow for some continued beneficial uses, such as recycling
of CCR without classifying it as waste. The EPA announced
that its April 2013 proposed revisions to the effluent
limitations applicable to steam electric generating units
would apply to ash ponds and CCR management and that it
intended to align this proposal with the CCR rules when
finalized. The EPA is expected to issue a final rule in
December 2014. Ameren Missouri is currently evaluating all
of the proposed regulations to determine whether current
management of CCR, including beneficial reuse, and the use
of the ash ponds should be altered. Ameren Missouri is
evaluating the potential costs associated with compliance
with the proposed regulation of CCR impoundments and
landfills, which could be material, if such regulations are
adopted.
Remediation
We are involved in a number of remediation actions to
clean up sites impacted by hazardous substances as
required by federal and state law. Such statutes require that
responsible parties fund remediation actions regardless of
their degree of fault, the legality of original disposal, or the
ownership of a disposal site. Ameren Missouri and Ameren
Illinois have each been identified by the federal or state
governments as a potentially responsible party (PRP) at
several contaminated sites.
As of December 31, 2013, Ameren Illinois owned or
was otherwise responsible for 44 former MGP sites in
Illinois. These sites are in various stages of investigation,
evaluation, remediation, and closure. Based on current
estimated plans, Ameren Illinois could substantially
conclude remediation efforts at most of these sites by 2018.
The ICC permits Ameren Illinois to recover remediation and
litigation costs associated with its former MGP sites from
its electric and natural gas utility customers through
environmental adjustment rate riders. To be recoverable,
such costs must be prudently incurred. Costs are subject to
annual review by the ICC.
As of December 31, 2013, Ameren Missouri has one
remaining former MGP site for which remediation is
scheduled. Remediation is complete at the other Ameren
Missouri former MGP sites. Ameren Missouri does not
currently have a rate rider mechanism that permits it to
recover from utility customers remediation costs associated
with MGP sites.
The following table presents, as of December 31, 2013,
the estimated obligation to complete the remediation of
these former MGP sites.
Estimate
Low
High
Recorded
Liability(a)
Ameren . . . . . . . . . . . . . . . . . . . .
Ameren Missouri . . . . . . . . . . . . .
Ameren Illinois . . . . . . . . . . . . . . .
$
278
4
274
$
338
5
333
$
278
4
274
(a) Recorded liability represents the estimated minimum probable
obligations, as no other amount within the range provided a
better estimate.
146
The scope and extent to which these former MGP sites
are remediated may increase as remediation efforts
continue. Considerable uncertainty remains in these
estimates, as many factors can influence the ultimate actual
costs, including site specific unanticipated underground
structures, the degree to which groundwater is
encountered, regulatory changes, local ordinances and site
accessibility. The actual costs may vary substantially from
these estimates.
Ameren Illinois used an off-site landfill, which Ameren
Illinois did not own, in connection with the former operation
of an energy center. Ameren Illinois could be required to
perform certain maintenance activities associated with that
landfill. As of December 31, 2013, Ameren Illinois estimated
the obligation related to this site at $0.5 million to $6 million.
Ameren Illinois recorded a liability of $0.5 million to
represent its estimated minimum obligation for this site, as
no other amount within the range was a better estimate.
Ameren Illinois is also responsible for the cleanup of some
underground storage tanks and a water treatment plant in
Illinois. As of December 31, 2013, Ameren Illinois recorded a
liability of $0.8 million to represent its estimate of the
obligation for these sites.
Ameren Missouri is investigating and addressing two
waste sites in Missouri as a result of federal agency
mandates. One of the cleanup sites is a former coal tar
distillery located in St. Louis, Missouri. In 2008, the EPA
issued an administrative order to Ameren Missouri
pertaining to this distillery operated by Koppers Company
or its predecessor and successor companies. While Ameren
Missouri is the current owner of the site, it did not conduct
any of the manufacturing operations involving coal tar or its
byproducts. Ameren Missouri, along with two other PRPs,
is currently performing a site investigation. As of
December 31, 2013, Ameren Missouri estimated its
obligation at $2 million to $5 million. Ameren Missouri
recorded a liability of $2 million to represent its estimated
minimum obligation, as no other amount within the range
was a better estimate. Ameren Missouri’s other active
federal agency-mandated cleanup site in Missouri is in Cape
Girardeau. Ameren Missouri was a customer of an electrical
equipment repair and disposal company that previously
operated a facility at this site. A trust was established in the
early 1990s by several businesses and governmental
agencies to fund the investigation and cleanup of this site,
which was completed in 2005. Ameren Missouri anticipates
that this trust fund will be sufficient to complete the
remaining adjacent off-site cleanup, and therefore, Ameren
Missouri believes it has no liability at December 31, 2013,
for this site.
Ameren Missouri also has a federal agency mandate to
complete an investigation for a site in Illinois. In 2000, the
EPA notified Ameren Missouri and numerous other
companies, including Solutia, that former landfills and
lagoons in Sauget, Illinois, may contain soil and
groundwater contamination. These sites are known as
Sauget Area 2. From about 1926 until 1976, Ameren
Missouri operated an energy center adjacent to Sauget
Area 2. Ameren Missouri currently owns a parcel of
property that was once used as a landfill. Under the terms
of an Administrative Order on Consent, Ameren Missouri
joined with other potentially responsible parties to evaluate
the extent of potential contamination with respect to Sauget
Area 2.
The Sauget Area 2 investigations overseen by the EPA
have been completed. In December 2013, the EPA issued
its record of decision approving the investigation and the
remediation alternatives recommended by the potentially
responsible parties. Further negotiation among the
potentially responsible parties will determine how to fund
the implementation of the EPA approved cleanup remedies.
As of December 31, 2013, Ameren Missouri estimated its
obligation related to Sauget Area 2 at $0.3 million to
$10 million. Ameren Missouri recorded a liability of
$0.3 million to represent its estimated minimum obligation,
as no other amount within the range was a better estimate.
In December 2012, Ameren Missouri signed an
administrative order with the EPA and agreed to investigate
soil and groundwater conditions at an Ameren Missouri
owned substation in St. Charles, Missouri. As of
December 31, 2013, Ameren Missouri estimated the
obligation related to the cleanup at $1.6 million to
$4.5 million. Ameren Missouri recorded a liability of
$1.6 million to represent its estimated minimum obligation
for this site, as no other amount within the range was a
better estimate.
Our operations or those of our predecessor companies
involve the use of, disposal of, and in appropriate
circumstances, the cleanup of substances regulated under
environmental laws. We are unable to determine whether
such practices will result in future environmental
commitments or will affect our results of operations,
financial position, or liquidity.
Pumped-storage Hydroelectric Facility Breach
In December 2005, there was a breach of the upper
reservoir at Ameren Missouri’s Taum Sauk pumped-storage
hydroelectric energy center. This resulted in significant
flooding in the local area, which damaged a state park. The
rebuilt Taum Sauk energy center became fully operational in
April 2010.
Ameren Missouri had liability insurance coverage for
the Taum Sauk incident, subject to certain limits and
deductibles. As of December 31, 2013, Ameren Missouri
had an insurance receivable balance of $68 million.
In June 2010, Ameren Missouri sued an insurance
company that was providing Ameren Missouri with liability
coverage on the date of the Taum Sauk incident. In the
litigation, filed in the United States District Court for the
Eastern District of Missouri, Ameren Missouri claimed that
the insurance company breached its duty to indemnify
Ameren Missouri for the losses resulting from the incident.
In January 2011, the district court ruled that the parties
must first pursue alternative dispute resolution and
enforced the forum selection clause of their coverage
147
agreement. The forum selection clause requires use of New
York law and effectively requires mandatory arbitration.
Ameren Missouri appealed the January 2011 ruling to the
United States Court of Appeals for the Eighth Circuit. In
August 2012, the court of appeals remanded the case to the
district court for consideration of whether Missouri public
policy voids the forum selection clause. In September 2013,
the district court ruled that Missouri public policy does void
the forum selection clause.
Separately, in April 2012, Ameren Missouri sued a
second insurance company that was providing Ameren
Missouri with liability coverage on the date of the Taum
Sauk incident. In the April 2012 litigation, which is pending
in the United States District Court for the Eastern District of
Missouri, Ameren Missouri claimed the insurance company
breached its duty to indemnify Ameren Missouri for the
losses resulting from the incident. The insurance company
filed a motion to compel arbitration, which the district court
denied. In April 2013, the United States Court of Appeals for
the Eighth Circuit affirmed the district court’s denial of the
insurer’s motion and remanded the case to the district
court.
Ameren’s and Ameren Missouri’s results of operations,
financial position and liquidity could be adversely affected if
Ameren Missouri’s remaining liability insurance claims are
not paid by insurers.
Asbestos-related Litigation
Ameren, Ameren Missouri and Ameren Illinois have
been named, along with numerous other parties, in a
number of lawsuits filed by plaintiffs claiming varying
degrees of injury from asbestos exposure at our present or
former energy centers. Most have been filed in the Circuit
Court of Madison County, Illinois. The total number of
defendants named in each case varies, with the average
number of parties being 82 as of December 31, 2013. Each
lawsuit seeks unspecified damages that, if awarded at trial,
typically would be shared among the various defendants.
In connection with the divestiture of New AER to IPH,
certain agreements related to former Ameren Illinois energy
centers were amended to provide that Ameren Illinois will
continue to retain asbestos exposure-related liabilities for
claims arising or existing from activities prior to its transfer
of the ownership of the former Ameren Illinois energy
centers to New AER. IPH will be responsible for any
asbestos-related claims arising from activities that occur
after the effective date of the divestiture. No claims arose
solely from activities in the period after the transfer of the
energy centers from Ameren Illinois to AER, but before IPH
took ownership of New AER.
The following table presents the pending asbestos-
related lawsuits filed against the Ameren Companies as of
December 31, 2013:
Ameren
1
Ameren
Missouri
47
Ameren
Illinois
50
Total(a)
71
148
(a) Total does not equal the sum of the subsidiary unit lawsuits
because some of the lawsuits name multiple Ameren entities as
defendants.
At December 31, 2013, Ameren, Ameren Missouri and
Ameren Illinois had liabilities of $11 million, $5 million, and
$6 million, respectively, recorded to represent their best
estimate of their obligations related to asbestos claims.
Ameren Illinois has a tariff rider to recover the costs of
IP asbestos-related litigation claims, subject to the
following terms: 90% of cash expenditures in excess of the
amount included in base electric rates are to be recovered
from a trust fund that was established when Ameren
acquired IP. At December 31, 2013, the trust fund balance
was $23 million, including accumulated interest. If cash
expenditures are less than the amount in base rates,
Ameren Illinois will contribute 90% of the difference to the
trust fund. Once the trust fund is depleted, 90% of allowed
cash expenditures in excess of base rates will be recovered
through charges assessed to customers under the tariff
rider. The rider will permit recovery from customers within
IP’s historical service territory.
Ameren Illinois Municipal Taxes
Ameren Illinois received tax liability notices from the
city of O’Fallon, Illinois, relating to prior-period electric and
natural gas municipal taxes. The city alleges that Ameren
Illinois failed to collect prior-period taxes from more than
2,400 accounts, primarily in annexed areas, for the period
2004 through 2012. In July 2013, the O’Fallon city
administrator issued an order stating that Ameren Illinois
was liable to the city of O’Fallon for $4 million. In August
2013, Ameren Illinois filed an appeal and a stay of the
O’Fallon city administrator’s order to the St. Clair County
Circuit Court. In addition, in December 2012, the city of
Peoria issued a tax liability notice alleging that Ameren
Illinois failed to collect prior-period municipal taxes from
certain accounts. In September 2013, a hearing officer
issued an order stating that Ameren Illinois was liable to the
city of Peoria for $0.5 million. Ameren Illinois filed an
appeal and a stay of the order to the Peoria County Circuit
Court. Ameren Illinois believes its defenses to the
allegations are meritorious and will defend itself vigorously.
As of December 31, 2013, Ameren Illinois estimated its
obligation at $1 million to $5 million. Ameren Illinois
recorded a liability of $1 million to represent its estimated
minimum obligation to the city of O’Fallon and the city of
Peoria, as no other amount within the range was a better
estimate.
In addition, at the end of 2012, five other cities issued
tax liability notices alleging that Ameren Illinois failed to
collect prior-period taxes from certain accounts. At this
time, it is premature in Ameren Illinois’ review of the
additional notices received at the end of 2012 to reasonably
estimate any likelihood of loss.
NOTE 16 – DIVESTITURE TRANSACTIONS AND
DISCONTINUED OPERATIONS
Transaction Agreement with IPH
On December 2, 2013, Ameren completed the
divestiture of New AER to IPH, in accordance with the
transaction agreement between Ameren and IPH dated
March 14, 2013, as amended by a letter agreement entered
into by Ameren and IPH on December 2, 2013. IPH
acquired all of the outstanding limited liability interests in
New AER, which was a newly created, wholly owned
subsidiary of AER. Prior to the closing, AER effected a
reorganization that, among other things, transferred
substantially all of its assets and liabilities to New AER,
other than (i) any outstanding debt obligations of AER to
Ameren or its other subsidiaries, except for certain
intercompany balances discussed below; (ii) the assets and
liabilities associated with Genco’s Meredosia and
Hutsonville energy centers; (iii) the obligations relating to
Ameren’s single-employer pension and postretirement
benefit plans; and (iv) the deferred income tax assets and
liabilities associated with Ameren’s ownership of these
retained assets and liabilities.
Ameren retained certain pension and postretirement
benefit obligations associated with current and former
employees of AER, with the exception of the pension and
postretirement benefit obligations associated with current
and former employees of EEI, which were assumed by IPH.
Ameren retained the Meredosia and Hutsonville energy
centers, including their AROs, which totaled $31 million as
of December 31, 2013. These energy centers were
abandoned and had an immaterial property and plant asset
balance as of December 31, 2013. All other AROs
associated with AER were assumed by New AER or by
Rockland Capital, the third-party buyer of the Grand Tower
energy center, as discussed below.
Upon the IPH transaction agreement closing, all
intercompany agreements and debt that existed between
New AER and its subsidiaries, on the one hand, and Ameren
and its non-New AER affiliates, on the other hand, with the
exception of certain agreements, such as supply obligations
to Ameren Illinois, a note from Marketing Company to
Ameren relating to cash collateral that remained
outstanding at closing, Genco money pool advances and
certain New AER subsidiary money pool borrowings, were
either retained or cancelled by Ameren, without any cost or
obligation to IPH or New AER and its subsidiaries.
Immediately prior to the closing of the divestiture, the
money pool borrowings through which Ameren provided
cash collateral to Marketing Company were converted to a
note payable to Ameren, which is payable, with interest,
24 months after closing or sooner as cash collateral
requirements are reduced. The balance of the note was
$18 million at December 31, 2013, and is reflected on
Ameren’s consolidated balance sheet in “Other assets.”
Pursuant to the transaction agreement, as amended by
the December 2, 2013, letter agreement, Ameren caused
$235 million of cash to be retained at New AER immediately
prior to closing, which included amounts previously paid to
Genco for the sale of the Elgin, Gibson City, and Grand
Tower energy centers to Medina Valley as well as additional
amounts retained at Genco, AERG, and Marketing
Company. Within 120 days after the closing of the
divestiture, a working capital adjustment will be finalized,
which may result in a cash payment from Ameren to IPH or
from IPH to Ameren. Ameren received no cash proceeds as
a result of the divestiture of New AER. Pursuant to the
transaction agreement, as amended, Ameren is obligated to
pay up to $39 million for certain contingent liabilities. Of
these liabilities, $29 million are included in “Other deferred
credits and liabilities” and $10 million are included in
“Accounts and wages payable” on Ameren’s December 31,
2013 consolidated balance sheet.
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. In October 2013, Genco
completed the sale of the Elgin, Gibson City, and Grand
Tower gas-fired energy centers to Medina Valley, receiving
total payments of $137.5 million. The third-party sale of
these energy centers to Rockland Capital was completed on
January 31, 2014 and is discussed below.
Sale of Gas-fired Energy Centers
Prior to entry into the transaction agreement with IPH,
Genco entered into a put option agreement, as amended,
with Medina Valley. This agreement gave Genco the option
to sell to Medina Valley the Elgin, Gibson City, and Grand
Tower gas-fired energy centers for the fair market value of
the energy centers, as determined by three independent
appraisers. Genco exercised its option, and in October 2013
completed its sale of the Elgin, Gibson City, and Grand
Tower gas-fired energy centers to Medina Valley for
$137.5 million, which was the fair value of the gas-fired
energy centers as determined by the three independent
appraisers.
The transaction agreement with IPH, as amended,
provides that if the Elgin, Gibson City, and Grand Tower
gas-fired energy centers are subsequently sold by Medina
Valley and if Medina Valley receives additional proceeds
from such sale, Medina Valley will pay Genco any proceeds
from such sale, net of taxes and other expenses, in excess
of the $137.5 million previously paid to Genco.
On January 31, 2014, Medina Valley completed the
sale of the Elgin, Gibson City, and Grand Tower gas-fired
energy centers to Rockland Capital for a total purchase
price of $168 million, before consideration of a net working
capital adjustment. The agreement with Rockland Capital
required $17 million of the purchase price to be held in
escrow until the two-year anniversary of the closing of the
sale to fund certain indemnity obligations, if any, of Medina
Valley. The net working capital adjustment will be finalized
within 120 days after the January 31, 2014, closing date. As
a result, pending final resolution of the net working capital
adjustment, taxes, and other expenses, Medina Valley
expects to pay Genco any remaining portion of the escrow
149
balance on January 31, 2016. Ameren will not record a gain from its sale of the Elgin, Gibson City, and Grand Tower gas-fired
energy centers.
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. In addition, effective December 2, 2013, coinciding with the
completion of the divestiture of New AER to IPH, Ameren determined that the Meredosia and Hutsonville energy centers had
been abandoned. Ameren is prohibited from operating these energy centers through December 31, 2020, as a provision of the
Illinois Pollution Control Board’s November 2013 order granting IPH a variance of the MPS. As a result, Ameren determined
the Meredosia and Hutsonville energy centers qualified for discontinued operations presentation as of December 2, 2013.
New AER and the Elgin, Gibson City, Grand Tower, Meredosia, and Hutsonville energy centers have been classified
collectively in Ameren’s consolidated financial statements as discontinued operations for all periods presented in this report.
The disposal groups have been aggregated in the disclosures below. The following table presents the components of
discontinued operations in Ameren’s consolidated statement of income (loss) for the years ended December 31, 2013, 2012
and 2011:
Year ended
2013
2012
2011
Operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,037
$ 1,047
(1,207)(a)
(3,474)(b)
$ 1,358
(1,150)
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(170)
(1)
(39)
(210)
(13)
(2,427)
-
(56)
(2,483)
987
208
1
(64)
145
(56)
Income (loss) from discontinued operations, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (223)
$ (1,496) $
89
(a)
(b)
Includes a $201 million pretax loss on disposal relating to the New AER divestiture.
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. In addition, includes a noncash pretax asset impairment charge of $1.95 billion
to reduce the carrying values of all the AER coal and natural gas-fired energy centers, except the Joppa coal-fired energy center, to their
estimated fair values, under held and used accounting guidance, as a result of the decision in December 2012 that Ameren intended to exit the
Merchant Generation business.
Upon completion of the divestiture of New AER,
Ameren finalized its loss on disposal. Ameren received no
cash proceeds from IPH for the divestiture of New AER.
Ameren recorded a pretax charge to earnings related to the
New AER divestiture of $201 million for the year ended
December 31, 2013. The loss was recorded in “Operating
expenses” within the components of the discontinued
operations statement of income (loss). The ultimate loss on
disposal may differ as a result of the finalization of the
working capital adjustment within 120 days of close.
In 2013, Ameren adjusted the accumulated deferred
income taxes on its consolidated balance sheet to reflect the
excess of tax basis over financial reporting basis of its stock
investment in AER. This change in basis resulted in a
discontinued operations deferred tax expense of
$99 million, which was partially offset by the expected tax
benefits of $86 million related to the pretax loss from
discontinued operations including the loss on disposal,
during the year ended December 31, 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 the resolution of tax matters under IRS
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 ultimately
realized in discontinued operations may differ materially
from those recorded as of December 31, 2013.
As the Elgin, Gibson City, and Grand Tower gas-fired
energy center disposal group continued to meet the
discontinued operations criteria at December 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.
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 gas-fired energy centers, to their estimated
fair values under the accounting guidance for held and used
assets. Ameren did not record any additional impairment
relating to the Elgin, Gibson City, and Grand Tower energy
centers for the year ended December 31, 2013. As
discussed above, on January 31, 2014, Medina Valley
completed the sale of the Elgin, Gibson City, and Grand
Tower gas-fired energy centers to Rockland Capital for a
total purchase price of $168 million, before consideration of
a net working capital adjustment. Ameren will not recognize
a gain from the third party sale to Rockland Capital for any
value in excess of its $137.5 million carrying value for this
150
disposal group since any excess amount that Medina Valley
may receive, net of taxes and other expenses, over the
carrying value, will ultimately be paid to Genco pursuant to
the transaction agreement with IPH.
Long-lived Asset Impairments
New AER and the Elgin, Gibson City, and Grand Tower
energy centers were impaired under held and used
accounting guidance in 2012 and the Meredosia and
Hutsonville energy centers were impaired under held and
used accounting guidance in 2011. The 2012 and 2011
impairments are discussed below.
As a result of the December 2012 decision that Ameren
intended to, and it was probable that it would, exit the
Merchant Generation segment before the end of the
Merchant Generation long-lived assets’ previously
estimated useful lives, Ameren determined that estimated
undiscounted cash flows during the period in which it
expected to continue to own certain energy centers would
be insufficient to recover the carrying value of those energy
centers. Accordingly, Ameren recorded a noncash pretax
impairment charge of $1.95 billion in the fourth quarter of
2012 to reduce the carrying values of all of the Merchant
Generation’s coal and natural gas-fired energy centers,
except the Joppa coal-fired energy center, to their estimated
fair values. The estimated undiscounted cash flows of the
Joppa coal-fired energy center exceeded its carrying value;
therefore, the Joppa coal-fired energy center was
unimpaired.
In early 2012, the observable market price for power
for delivery in that year and in future years in the Midwest
sharply declined below 2011 levels, primarily because of
declining natural gas prices and the impact of the stay of
the CSAPR. As a result of this sharp decline in the market
price of power and the related impact on electric margins,
Genco decelerated the construction of two scrubbers at its
Newton energy center in February 2012. The sharp decline
in the market price of power in early 2012 and the related
impact on electric margins, as well as the deceleration of
construction of Genco’s Newton energy center scrubber
project, caused Ameren to evaluate, during the first quarter
of 2012, whether the carrying values of Merchant
Generation coal-fired energy centers were recoverable.
AERG’s Duck Creek energy center’s carrying value exceeded
its estimated undiscounted future cash flows. As a result,
Ameren recorded a noncash pretax asset impairment
charge of $628 million to reduce the carrying value of that
energy center to its estimated fair value during the first
quarter of 2012.
In December 2011, Genco ceased operations at its
Meredosia and Hutsonville energy centers. As a result,
Ameren recorded a noncash pretax asset impairment
charge of $26 million to reduce the carrying value of the
Meredosia and Hutsonville energy centers to their estimated
fair values and a $4 million impairment for materials and
supplies.
Key assumptions used in the determination of
estimated undiscounted cash flows for the 2012 and 2011
long-lived assets tested for impairment under held and used
accounting guidance discussed above included forward
price projections for energy and fuel costs, the expected life
or duration of ownership of the long-lived assets,
environmental compliance costs and strategies, and
operating costs. Those same cash flow assumptions, along
with a discount rate and terminal year earnings multiples,
were used to estimate the fair value of each energy center.
These assumptions are subject to a high degree of
judgment and complexity. The fair value estimate of these
long-lived assets was based on a combination of the
income approach, which considers discounted cash flows,
and the market approach, which considers market multiples
for similar assets within the electric generation industry.
The fair value estimate was determined using observable
inputs and significant unobservable inputs, which are
Level 3 inputs as defined by accounting guidance for fair
value measurements.
151
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 December 31, 2013, and 2012:
December 31, 2013
December 31, 2012
Assets of discontinued operations
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable and unbilled revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Materials and supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mark-to-market derivative assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and plant, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated deferred income taxes, net(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities of discontinued operations
Accounts payable and other current obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mark-to-market derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset retirement obligations(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension and other postretirement benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
$
$
-
5
5
-
142
13
-
165
5
-
-
40
-
-
45
-
-
$
$
$
$
$
$
25
102
135
102
748
395
104
1,611
141
63
824
97
40
28
1,193
19
8
(a) The December 31, 2013 balance primarily consists of deferred income tax assets related to the abandoned Meredosia and Hutsonville energy
(b)
centers.
Includes AROs associated with the abandoned Meredosia and Hutsonville energy centers of $31 million and $26 million at December 31, 2013,
and 2012, respectively.
(c) Accumulated other comprehensive income related to discontinued operations included in “Accumulated other comprehensive loss” on
Ameren’s December 31, 2012, consolidated balance sheet. This balance related to New AER assets and liabilities that were realized or removed
from Ameren’s consolidated balance sheet either before or at the December 2, 2013 closing of the New AER divestiture.
(d) The 20% ownership interest of EEI not owned by Ameren was included in “Noncontrolling interests” on Ameren’s December 31, 2012,
consolidated balance sheet. This noncontrolling interest was removed from Ameren’s consolidated balance sheet at the December 2, 2013
closing of the New AER divestiture.
Ameren has continuing transactions with New AER.
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
continues to purchase power and to purchase trade
receivables as required by Illinois law. Ameren Illinois and
ATXI continue to sell transmission services to Marketing
Company. Also, the transaction agreement requires Ameren
(parent) to maintain certain guarantees discussed below.
Immediately prior to the transaction agreement closing, the
money pool borrowings through which Ameren provided
cash collateral to Marketing Company were converted to a
note payable to Ameren, which is 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 or from New AER to Ameren. Ameren has determined
that the continuing cash flows generated by these
arrangements are not significant and, accordingly, are not
deemed to be direct cash flows of the divested business.
Additionally, these arrangements do not provide Ameren
with the ability to significantly influence the operating
results of New AER. Ameren will not have significant
continuing involvement with or material cash flows from the
Elgin, Gibson City, or Grand Tower energy centers after
their sale.
Ameren Guarantees
Upon the divestiture of New AER, the transaction
agreement between Ameren and IPH 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. Ameren must also 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 Ameren makes pursuant to these credit
support obligations if the counterparty does not return the
posted collateral to Ameren. IPH’s indemnification
obligation is 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.
152
At December 31, 2013, Ameren had a total of
$190 million in guarantees outstanding, which included:
‰
‰
$176 million related to guarantees supporting
Marketing Company for physically and financially
settled power transactions with its counterparties that
were in place at the December 2, 2013 closing of the
divestiture, as well as for Marketing Company’s clearing
broker and other service agreements. If Marketing
Company did not fulfill its obligations to these
counterparties who had active open positions as of
December 31, 2013, Ameren would have been required
under its guarantees to provide $6 million to the
counterparties.
$14 million related to requirements for leasing
agreements and potential environmental obligations.
Additionally, at December 31, 2013, Ameren had
issued letters of credit totaling $11 million as credit support
on behalf of New AER.
Ameren has not recorded a reserve for these
contingent obligations because it does not believe a
payment for any of these guarantees is probable as of
December 31, 2013.
NOTE 17 – SEGMENT INFORMATION
Ameren has two reportable segments: Ameren
Missouri and Ameren Illinois. The Ameren Missouri
segment for both Ameren and Ameren Missouri includes all
the operations of Ameren Missouri’s business as described
in Note 1 – Summary of Significant Accounting Policies.
The Ameren Illinois segment for both Ameren and Ameren
Illinois consists of all of the operations of Ameren Illinois as
described in Note 1 – Summary of Significant Accounting
Policies. The category called Other primarily includes
Ameren parent company activities, Ameren Services, and
ATXI. The Other category also includes certain corporate
activities previously included in the Merchant Generation
segment. See Note 16 – Divestiture Transactions and
Discontinued Operations for additional information.
The following table presents information about the reported revenues and specified items reflected in Ameren’s net
income attributable to Ameren Corporation from continuing operations for the years ended December 31, 2013, 2012, and
2011, and total assets in continuing operations as of December 31, 2013, 2012, and 2011.
Ameren
Ameren
Missouri
Ameren
Illinois
Other
Intersegment
Eliminations
Consolidated
2013
External revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intersegment revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to Ameren Corporation from continuing
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
External revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intersegment revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to Ameren Corporation from continuing
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
External revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intersegment revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to Ameren Corporation from continuing
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
3,516
25
454
27
210
242
395
648
12,904
3,252
20
440
32
223
252
416
595
13,043
3,360
23
408
30
209
161
287
550
12,757
$
$
$
2,307
4
243
2
143
110
160
701
7,454
2,524
1
221
-
129
94
141
442
7,282
2,784
3
215
1
136
127
193
351
7,213
$
$
$
15
2
9
1
45
(41)
(43)
30(a)
752
5
3
12
-
40
(39)
(41)
26(a)
1,228
4
3
20
-
42
(34)
$
$
$
-
(31)
-
-
-
-
-
-
(233)
-
(24)
-
-
-
-
-
-
(934)
-
(29)
-
-
-
-
$
$
$
5,838
-
706
30
398
311
512
1,379
20,877(b)
5,781
-
673
32
392
307
516
1,063
20,619(b)
6,148
-
643
31
387
254
(49)
(20)(a)
1,211
-
-
(1,179)
431
881
20,002(b)
.
Includes the elimination of intercompany transfers.
(a)
(b) Excludes total assets from discontinued operations of $165 million, $1,611 million, and $3,721 million as of December 31, 2013, 2012, and
2011, respectively.
153
SELECTED QUARTERLY INFORMATION (Unaudited) (In millions, except per share amounts)
Ameren
Quarter ended(a)
2013
2012
March 31 June 30 September 30 December 31 March 31 June 30 September 30 December 31
Operating revenues . . . . . . . . . . . . . . . . . . . . . $ 1,475 $ 1,403
261
Operating income . . . . . . . . . . . . . . . . . . . . . . .
96
Net income (loss)(b) . . . . . . . . . . . . . . . . . . . . .
185
(143)
$ 1,638
567
304
$ 1,322
171
38
$ 1,412 $ 1,402
347
210
159
(403)
$ 1,709
570
374
$ 1,258
112
(1,155)
Net income attributable to Ameren
Corporation – continuing operations . . . . . . $
54 $
105
$
305
$
48
$
38 $
164
$
302
$
12
Net income (loss) attributable to Ameren
Corporation – discontinued operations(b) . . .
(199)
(10)
(3)
(11)
(441)
47
72
(1,168)
Net income (loss) attributable to Ameren
Corporation . . . . . . . . . . . . . . . . . . . . . . . . . $
(145) $
95
Earnings per common share – basic –
continuing operations . . . . . . . . . . . . . . . . . $
0.22 $
0.44
Earnings (loss) per common share – basic –
discontinued operations . . . . . . . . . . . . . . . .
(0.82)
(0.05)
Earnings (loss) per common share – basic . . . $ (0.60) $
0.39
Earnings per common share – diluted –
continuing operations . . . . . . . . . . . . . . . . . $
0.22 $
0.44
$
$
$
$
302
1.26
(0.01)
1.25
1.25
$
$
$
$
37
$ (403) $
211
0.19
$
0.16 $
0.67
(0.04)
(1.82)
0.20
0.15
$ (1.66) $
0.87
0.19
$
0.16 $
0.67
Earnings (loss) per common share – diluted –
discontinued operations . . . . . . . . . . . . . . . .
Earnings (loss) per common share –
(0.82)
(0.05)
(0.01)
(0.04)
(1.82)
0.20
$
$
$
$
374
$ (1,156)
1.25
$
0.05
0.29
1.54
1.25
0.29
$
$
(4.81)
(4.76)
0.05
(4.81)
diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.60) $
0.39
$
1.24
$
0.15
$ (1.66) $
0.87
$
1.54
$
(4.76)
(a) The sum of quarterly amounts, including per share amounts, may not equal amounts reported for year-to-date periods. This is due to the
(b)
effects of rounding and to changes in the number of weighted-average shares outstanding each period.
Includes pretax asset impairment charge of $2.6 billion recorded in discontinued operations during the year ended December 31, 2012. See
Note 16 – Divestiture Transactions and Discontinued Operations under Part II, Item 8, for additional information.
Ameren Missouri
Quarter ended
March 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating
revenues
$ 796
691
889
844
1,093
1,064
763
673
Operating
income
$
111
78
179
269
417
429
96
69
Net
income
(loss)
$
41
22
85
144
239
237
33
16
Ameren Illinois
Quarter ended
Operating
revenues
Operating
income
Net
income
March 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
June 30, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
684
724
516
564
547
648
564
589
$
85
89
87
86
158
151
85
51
$
32
28
32
33
77
71
22
12
Net income (loss)
available to
common
stockholder
$
40
21
84
143
238
236
33
16
Net income
available to
common
stockholder
$
31
27
31
32
77
71
21
11
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
154
ITEM 9A. CONTROLS AND PROCEDURES.
Each of the Ameren Companies was required to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and related
SEC regulations as to management’s assessment of internal control over financial reporting for the 2013 fiscal year.
(a) Evaluation of Disclosure Controls and Procedures
As of December 31, 2013, evaluations were performed under the supervision and with the participation of management,
including the principal executive officer and principal financial officer of each of the Ameren Companies, of the effectiveness of
the design and operation of such registrant’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
of the Exchange Act). Based on those evaluations, as of December 31, 2013, the principal executive officer and principal
financial officer of each of the Ameren Companies concluded that such disclosure controls and procedures are effective to
provide assurance that information required to be disclosed in such registrant’s reports filed or submitted under the Exchange
Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and such
information is accumulated and communicated to its management, including its principal executive and principal financial
officers, to allow timely decisions regarding required disclosure.
(b) Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision of and with the participation of
management, including the principal executive officer and principal financial officer, an evaluation was conducted of the
effectiveness of each of the Ameren Companies’ internal control over financial reporting based on the framework in Internal
Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO 1992). After making that evaluation, management concluded that each of the Ameren Companies’ internal control over
financial reporting was effective as of December 31, 2013. The effectiveness of Ameren’s internal control over financial
reporting as of December 31, 2013, has been audited by PricewaterhouseCoopers LLP, an independent registered public
accounting firm, as stated in its report herein under Part II, Item 8. This annual report does not include an attestation report of
Ameren Missouri’s or Ameren Illinois’ (the Subsidiary Registrants) independent registered public accounting firm regarding
internal control over financial reporting. Management’s report for each of the Subsidiary Registrants is not subject to
attestation by an independent registered public accounting firm.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness into future periods are subject to the risk that internal controls might become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures might
deteriorate.
(c) Change in Internal Control
There has been no change in the Ameren Companies’ internal control over financial reporting during their most recent
fiscal quarter that has materially affected, or is reasonably likely to materially affect, their internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION.
The Ameren Companies have no information reportable under this item that was required to be disclosed in a report on
SEC Form 8-K during the fourth quarter of 2013 that has not previously been reported on an SEC Form 8-K.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
PART III
Information required by Items 401, 405, 406 and
407(c)(3), (d)(4) and (d)(5) of SEC Regulation S-K for
Ameren will be included in its definitive proxy statement for
its 2014 annual meeting of shareholders filed pursuant to
SEC Regulation 14A; it is incorporated herein by reference.
Information required by these SEC Regulation S-K items for
Ameren Missouri and Ameren Illinois will be included in
each company’s definitive information statement for its
2014 annual meeting of shareholders filed pursuant to SEC
Regulation 14C; it is incorporated herein by reference.
Specifically, reference is made to the following sections of
Ameren’s definitive proxy statement and each of Ameren
Missouri’s and Ameren Illinois’ definitive information
statement: “Information Concerning Nominees to the Board
of Directors,” “Section 16(a) Beneficial Ownership
Reporting Compliance,” “Corporate Governance” and
“Board Structure.”
Information concerning executive officers of the
Ameren Companies required by Item 401 of SEC Regulation
S-K is reported under a separate caption entitled “Executive
Officers of the Registrants” in Part I of this report.
155
Ameren Missouri and Ameren Illinois do not have
separately designated standing audit committees, but
instead use Ameren’s audit and risk committee to perform
such committee functions for their boards of directors.
These companies have no securities listed on the NYSE and
therefore are not subject to the NYSE listing standards.
Walter J. Galvin serves as chairman of Ameren’s audit and
risk committee, and Catherine S. Brune, Ellen M.
Fitzsimmons and Stephen R. Wilson serve as members. The
board of directors of Ameren has determined that Walter J.
Galvin qualifies as an audit committee financial expert and
that he is “independent” as that term is used in SEC
Regulation 14A.
Also, on the same basis as reported above, the boards
of directors of Ameren Missouri and Ameren Illinois use the
nominating and corporate governance committee of
Ameren’s board of directors to perform such committee
functions. This committee is responsible for the nomination
of directors and corporate governance practices. Ameren’s
nominating and corporate governance committee will
consider director nominations from shareholders in
accordance with its Policy Regarding Nominations of
Directors, which can be found on Ameren’s website:
www.ameren.com.
ITEM 11. EXECUTIVE COMPENSATION.
To encourage ethical conduct in its financial
management and reporting, Ameren has adopted a Code of
Ethics that applies to the principal executive officer, the
president, the principal financial officer, the principal
accounting officer, the controller, and the treasurer of each
of the Ameren Companies. Ameren has also adopted a code
of business conduct that applies to the directors, officers,
and employees of the Ameren Companies. It is referred to
as the Corporate Compliance Policy. The Ameren
Companies make available free of charge through Ameren’s
website (www.ameren.com) the Code of Ethics and the
Corporate Compliance Policy. Any amendment to the Code
of Ethics or the Corporate Compliance Policy and any
waiver from a provision of the Code of Ethics or the
Corporate Compliance Policy as it relates to the principal
executive officer, the president, the principal financial
officer, the principal accounting officer, the controller and
the treasurer of each of the Ameren Companies will be
posted on Ameren’s website within four business days
following the date of the amendment or waiver.
Information required by Items 402 and 407(e)(4) and (e)(5) of SEC Regulation S-K for Ameren will be included in its
definitive proxy statement for its 2014 annual meeting of shareholders filed pursuant to SEC Regulation 14A; it is incorporated
herein by reference. Information required by these SEC Regulation S-K items for Ameren Missouri and Ameren Illinois will be
included in each company’s definitive information statement for its 2014 annual meeting of shareholders filed pursuant to SEC
Regulation 14C; it is incorporated herein by reference. Specifically, reference is made to the following sections of Ameren’s
definitive proxy statement and each of Ameren Missouri’s and Ameren Illinois’ definitive information statement: “Executive
Compensation” and “Human Resources Committee Interlocks and Insider Participation.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
Equity Compensation Plan Information
The following table presents information as of December 31, 2013, with respect to the shares of Ameren’s common stock
that may be issued under its existing equity compensation plans.
Column A
Column B
Column C
Number of Securities To Be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities Remaining
Available for Future Issuance
Equity Compensation Plans (excluding
securities reflected in Column A)
Plan Category
Equity compensation plans approved by
security holders(a) . . . . . . . . . . . . . . . . . . . . .
2,509,073
Equity compensation plans not approved by
security holders . . . . . . . . . . . . . . . . . . . . . .
-
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,509,073
(b)
-
(b)
627,648
-
627,648
(a) Consists of the Ameren Corporation 2006 Omnibus Incentive Compensation Plan, which was approved by shareholders in May 2006 and
expires on May 2, 2016. Pursuant to grants of performance share units (PSUs) under the 2006 Omnibus Incentive Compensation Plan, 801,853
of the securities represent PSUs that vested as of December 31, 2013 (including accrued and reinvested dividends), and 1,653,280 of the
securities represent target PSUs granted but not vested (including accrued and reinvested dividends) as of December 31, 2013. The actual
number of shares issued in respect of the PSUs will vary from 0% to 200% of the target level depending upon the achievement of total
shareholder return objectives established for such awards. For additional information about the PSUs, including payout calculations, see
“Compensation Discussion and Analysis – Long-Term Incentives: Performance Share Unit Program (PSUP)” in Ameren’s definitive proxy
156
statement for its 2014 annual meeting of shareholders filed pursuant to SEC Regulation 14A. 53,940 of the securities represent shares that may
be issued as of December 31, 2013, to satisfy obligations under the Ameren Corporation Deferred Compensation Plan for members of the
board of directors.
(b) Earned PSUs and deferred compensation stock units are paid in shares of Ameren common stock on a one-for-one basis. Accordingly, the
PSUs and deferred compensation stock units have been excluded for purposes of calculating the weighted-average exercise price.
Ameren Missouri and Ameren Illinois do not have separate equity compensation plans.
Security Ownership of Certain Beneficial Owners and Management
The information required by Item 403 of SEC Regulation S-K for Ameren will be included in its definitive proxy statement
for its 2014 annual meeting of shareholders filed pursuant to SEC Regulation 14A; it is incorporated herein by reference.
Information required by this SEC Regulation S-K item for Ameren Missouri and Ameren Illinois will be included in each
company’s definitive information statement for its 2014 annual meeting of shareholders filed pursuant to SEC Regulation 14C;
it is incorporated herein by reference. Specifically, reference is made to the following section of Ameren’s definitive proxy
statement and each of Ameren Missouri’s and Ameren Illinois’ definitive information statement: “Security Ownership.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Information required by Item 404 and Item 407(a) of SEC Regulation S-K for Ameren will be included in its definitive
proxy statement for its 2014 annual meeting of shareholders filed pursuant to SEC Regulation 14A; it is incorporated herein by
reference. Information required by these SEC Regulation S-K items for Ameren Missouri and Ameren Illinois will be included in
each company’s definitive information statement for its 2014 annual meeting of shareholders filed pursuant to SEC Regulation
14C; it is incorporated herein by reference. Specifically, reference is made to the following sections of Ameren’s definitive
proxy statement and each of Ameren Missouri’s and Ameren Illinois’ definitive information statement: “Policy and Procedures
With Respect to Related Person Transactions” and “Director Independence.”
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Information required by Item 9(e) of SEC Schedule 14A for the Ameren Companies will be included in the definitive proxy
statement of Ameren and the definitive information statements of Ameren Missouri and Ameren Illinois for their 2014 annual
meetings of stockholders filed pursuant to SEC Regulations 14A and 14C, respectively; it is incorporated herein by reference.
Specifically, reference is made to the following section of Ameren’s definitive proxy statement and each of Ameren Missouri’s
and Ameren Illinois’ definitive information statement: “Independent Registered Public Accounting Firm.”
157
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)(1) Financial Statements
Ameren
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statement of Income (Loss) – Years Ended December 31, 2013, 2012, and 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statement of Comprehensive Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheet – December 31, 2013 and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statement of Cash Flows – Years Ended December 31, 2013, 2012, and 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statement of Stockholders’ Equity – Years Ended December 31, 2013, 2012, and 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Missouri
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statement of Income and Comprehensive Income – Years Ended December 31, 2013, 2012, and 2011 . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance Sheet – December 31, 2013 and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statement of Cash Flows – Years Ended December 31, 2013, 2012, and 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statement of Stockholders’ Equity – Years Ended December 31, 2013, 2012, and 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statement of Income and Comprehensive Income – Years Ended December 31, 2013, 2012, and 2011 . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance Sheet – December 31, 2013 and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statement of Cash Flows – Years Ended December 31, 2013, 2012, and 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statement of Stockholders’ Equity – Years Ended December 31, 2013, 2012, and 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(a)(2) Financial Statement Schedules
Schedule I – Condensed Financial Information of Parent – Ameren:
Condensed Statement of Income (Loss) and Comprehensive Income (Loss) – Years Ended December 31, 2013, 2012, and 2011 . . .
Condensed Balance Sheet – December 31, 2013 and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Condensed Statement of Cash Flows – Years Ended December 31, 2013, 2012, and 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Schedule II – Valuation and Qualifying Accounts for the years ended December 31, 2013, 2012, and 2011 . . . . . . . . . . . . . . . . . . . . . . .
Page No.
70
72
73
74
75
76
71
77
78
79
80
71
81
82
83
84
159
159
160
161
Schedule I and II should be read in conjunction with the aforementioned financial statements. Certain schedules have
been omitted because they are not applicable or because the required data is shown in the aforementioned financial
statements.
(a)(3)
(b)
Exhibits.
Reference is made to the Exhibit Index commencing on page 165.
Exhibits are listed in the Exhibit Index commencing on page 165.
158
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
AMEREN CORPORATION
CONDENSED STATEMENT OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
For the Years Ended December 31, 2013, 2012 and 2011
(In millions)
2013
2012
2011
Operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income from affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income Attributable to Ameren Corporation – Continuing Operations . . . . . . . . . . . . . . . . . . . . . . .
Net Income (Loss) Attributable to Ameren Corporation – Discontinued Operations . . . . . . . . . . . . . . .
Net Income (Loss) Attributable to Ameren Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income Attributable to Ameren Corporation – Continuing Operations . . . . . . . . . . . . . . . . . . . . . . .
Other Comprehensive Income (Loss), Net of Taxes:
Pension and other postretirement benefit plan activity, net of income taxes (benefit) of $16, $(6),
and $(14), respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
Comprehensive Income from Continuing Operations Attributable to Ameren Corporation . . . . . . . . . .
Net Income (Loss) Attributable to Ameren Corporation – Discontinued Operations . . . . . . . . . . . . . . .
Other Comprehensive Income (Loss) from Discontinued Operations, Net of Income Taxes . . . . . . . . .
Comprehensive Income (Loss) from Discontinued Operations Attributable to Ameren Corporation . . .
Comprehensive Income (Loss) Attributable to Ameren Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
-
26
(26)
546
3
5
42
(36)
512
(223)
289
512
30
542
(223)
(19)
(242)
300
$
$
$
$
$
$
-
17
(17)
546
3
4
39
(27)
516
(1,490)
(974)
516
(8)
508
(1,490)
50
(1,440)
$
(932)
$
-
13
(13)
464
5
4
41
(20)
431
88
519
431
(19)
412
88
(14)
74
486
(In millions)
Assets:
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
AMEREN CORPORATION
CONDENSED BALANCE SHEET
December 31, 2013
December 31, 2012
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advances to money pool . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts and notes receivable – affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous accounts and notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in subsidiaries – continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in subsidiaries – discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note receivable – affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated deferred income taxes, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
11
334
27
125
42
539
6,336
(5)
51
623
141
$
23
316
31
—
49
419
6,315
(353)
462
210
110
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
7,685
$
7,163
Liabilities and Stockholders’ Equity:
Current maturities of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable – affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other deferred credits and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
425
368
119
4
20
936
—
205
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,141
Commitments and Contingencies
Stockholders’ Equity:
Common stock, $.01 par value, 400.0 shares authorized – shares outstanding of 242.6 . . . . . . . . . . .
Other paid-in capital, principally premium on common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss)
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
5,632
907
3
6,544
$
—
—
3
10
30
43
424
80
547
2
5,616
1,006
(8)
6,616
Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
7,685
$
7,163
159
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
AMEREN CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
For the Years Ended December 31, 2013, 2012 and 2011
(In millions)
Net cash flows provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from investing activities:
Money pool advances, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes receivable – affiliates, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash flows provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from financing activities:
Dividends on common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term debt and credit facility borrowings, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuances of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash flows used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at the end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends received from consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncash investing activity – divestiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncash financing activity – dividends on common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013
2012
2011
$
453
$
532
$
804
(371)
(23)
(50)
1
(2)
(445)
(388)
368
—
(20)
(12)
23
11
570
494
—
$
$
$
$
24
(20)
(2)
21
(5)
18
(382)
(148)
—
(530)
20
3
23
610
—
(7)
$
$
$
$
(276)
358
(94)
3
(5)
(14)
(375)
(481)
65
(791)
(1)
4
3
730
—
—
$
$
$
$
AMEREN CORPORATION (parent company only)
NOTES TO CONDENSED FINANCIAL STATEMENTS
December 31, 2013
NOTE 1 – BASIS OF PRESENTATION
Ameren Corporation (parent company only) is a public utility holding company that conducts substantially all of its
business operations through its subsidiaries. In accordance with authoritative accounting guidance, Ameren Corporation
(parent company only) has accounted for wholly owned subsidiaries using the equity method. These financial statements are
presented on a condensed basis. Additional disclosures relating to the parent company financial statements are included within
the combined notes under Part II, Item 8, of this report.
NOTE 2 – SHORT-TERM DEBT AND LIQUIDITY
See Note 4 – Short-term Debt and Liquidity under Part II, Item 8, of this report for a description and details of short-term
debt and liquidity needs of Ameren Corporation (parent company only).
NOTE 3 – LONG-TERM OBLIGATIONS
See Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of this report for a description and details of
long-term obligations of Ameren Corporation (parent company only).
NOTE 4 – COMMITMENTS AND CONTINGENCIES
See Note 15 – Commitments and Contingencies and Note 16 – Divestiture Transactions and Discontinued Operations
under Part II, Item 8, of this report for a description of all material contingencies and guarantees outstanding of Ameren
Corporation (parent company only).
NOTE 5 – NEW AER DIVESTITURE AND DISCONTINUED OPERATIONS
In December 2012, Ameren determined that it intended to, and it was probable that it would, exit its Merchant Generation
business before the end of the previously estimated useful lives of that business’s long-lived assets. As a result of the 2012
determination, Ameren Corporation (parent company only) recorded a pretax impairment charge of $1.88 billion to reduce its
investment in certain of the Merchant Generation segment’s coal and natural gas-fired energy centers to their estimated fair
160
values. On December 2, 2013, Ameren completed a divestiture that included a significant portion of that business. As a result
of the divestiture in 2013, Ameren Corporation (parent company only) recorded a pretax loss on disposal of $201 million.
These charges were included within “Net Income (Loss) Attributable to Ameren Corporation – Discontinued Operations” in the
Ameren Corporation (parent company only) Condensed Statement of Income (Loss) and Comprehensive Income (Loss) for
the years ended December 31, 2013, and 2012.
The “Miscellaneous accounts and notes receivable” on the December 31, 2013 Ameren Corporation (parent company
only) Condensed Balance Sheet included a receivable from Dynegy related to the non-state-regulated subsidiary money pool
borrowing balance as of the divestiture date of certain New AER subsidiaries. Additionally, a payable to Dynegy of the
estimated working capital adjustment required under the terms of the agreement with IPH is reflected in “Accounts payable”
on the December 31, 2013, Ameren Corporation (parent company only) Condensed Balance Sheet. Assuming IPH and Ameren
reach an agreement, both the receivable and the payable will be finalized within 120 days after the closing of the divestiture.
See Note 16 – Divestiture Transactions and Discontinued Operations under Part II, Item 8, of this report for additional
information on the impairment charges recognized in 2013 and 2012 as well as the divestiture.
(in millions)
Column A
Column B
Column C
Column D
Column E
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011
Description
Ameren:
Deducted from assets – allowance for doubtful accounts:
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax valuation allowance:
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Missouri:
Deducted from assets – allowance for doubtful accounts:
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax valuation allowance:
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ameren Illinois:
Deducted from assets – allowance for doubtful accounts:
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax valuation allowance:
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at
Beginning
of Period
(1)
Charged to Costs
and Expenses
(2)
Charged to Other
Accounts(a)
Deductions(b)
Balance at End
of Period
$
$
$
$
$
$
17
20
23
2
1
1
5
7
8
1
1
1
12
13
13
1
-
-
$
$
$
$
$
$
35
30
41
5
1
-
16
11
17
-
-
-
19
19
24
-
1
-
$
$
$
$
$
$
4
2
-
-
-
-
-
-
-
-
-
-
4
2
-
-
-
-
$
$
$
$
$
$
38
35
44
-
-
-
16
13
18
-
-
-
22
22
24
-
-
-
$
$
$
$
$
$
18
17
20
7
2
1
5
5
7
1
1
1
13
12
13
1
1
-
(a) Uncollectible account reserve associated with receivables purchased by Ameren Illinois from alternative retail electric suppliers, as required by
the Illinois Public Utilities Act.
(b) Uncollectible accounts charged off, less recoveries.
161
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signatures for each
undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.
SIGNATURES
Date: March 3, 2014
AMEREN CORPORATION (registrant)
By /s/ Thomas R. Voss
Thomas R. Voss
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the date indicated.
/s/ Thomas R. Voss
Thomas R. Voss
/s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
/s/ Bruce A. Steinke
Bruce A. Steinke
Warner L. Baxter
Catherine S. Brune
Ellen M. Fitzsimmons
Walter J. Galvin
Richard J. Harshman
Gayle P.W. Jackson
James C. Johnson
Steven H. Lipstein
Patrick T. Stokes
Stephen R. Wilson
*
*
*
*
*
*
*
*
*
*
*
Jack D. Woodard
*By /s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
Attorney-in-Fact
Chairman and
Chief Executive Officer, and Director
(Principal Executive Officer)
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Senior Vice President, Finance and
Chief Accounting Officer
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
162
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
Date: March 3, 2014
UNION ELECTRIC COMPANY (registrant)
By /s/ Warner L. Baxter
Warner L. Baxter
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the date indicated.
/s/ Warner L. Baxter
Warner L. Baxter
/s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
/s/ Bruce A. Steinke
Bruce A. Steinke
Daniel F. Cole
Michael L. Moehn
Charles D. Naslund
*
*
*
*
Gregory L. Nelson
*By /s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
Attorney-in-Fact
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
Chairman, President and
Chief Executive Officer, and Director
(Principal Executive Officer)
Executive Vice President and
Chief Financial Officer, and Director
(Principal Financial Officer)
Senior Vice President, Finance and
Chief Accounting Officer
(Principal Accounting Officer)
Director
Director
Director
Director
163
Date: March 3, 2014
AMEREN ILLINOIS COMPANY (registrant)
By /s/ Richard J. Mark
Richard J. Mark
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the date indicated.
/s/ Richard J. Mark
Richard J. Mark
/s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
/s/ Bruce A. Steinke
Bruce A. Steinke
Daniel F. Cole
Chairman, President and Chief Executive
Officer, and Director
(Principal Executive Officer)
Executive Vice President and Chief Financial
Officer, and Director (Principal Financial
Officer)
Senior Vice President, Finance and Chief
Accounting Officer (Principal Accounting
Officer)
*
*
Director
Director
Gregory L. Nelson
*By /s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
Attorney-in-Fact
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
March 3, 2014
164
EXHIBIT INDEX
The documents listed below are being filed or have previously been filed on behalf of the Ameren Companies and are
incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously
filed are filed herewith:
Exhibit Designation
Registrant(s)
Nature of Exhibit
Previously Filed as Exhibit to:
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
Ameren Illinois
Agreement and Plan of Merger, dated as of
April 13, 2010, among CIPS, CILCO and IP
2.1
2.2
Ameren
Annex A to Part I of the Registration
Statement on Form S-4,
File No. 333-166095).
March 19, 2013 Form 8-K, Exhibit 2.1,
File No. 1-14756
December 4, 2013 Form 8-K, Exhibit 2.2,
File No. 1-14756
Transaction Agreement, dated as of
March 14, 2013, between Ameren
Corporation and Illinois Power Holdings,
LLC
Letter Agreement, dated December 2, 2013,
between Ameren Corporation and Illinois
Power Holdings, LLC, amending the
Transaction Agreement, dated as of
March 14, 2013
Restated Articles of Incorporation of
Ameren
Annex F to Part I of the Registration
Statement on Form S-4, File No. 33-64165
Certificate of Amendment to Ameren’s
Restated Articles of Incorporation filed
December 14, 1998
Certificate of Amendment to Ameren’s
Restated Articles of Incorporation filed
April 21, 2011
Certificate of Amendment to Ameren’s
Restated Articles of Incorporation filed
December 18, 2012
1998 Form 10-K, Exhibit 3(i),
File No. 1-14756
April 21, 2011 Form 8-K, Exhibit 3(i),
File No. 1-14756
December 18, 2012 Form 8-K,
Exhibit 3.1(i), File No. 1-14756
2.3
Ameren
Articles of Incorporation/ By-Laws
3.1(i)
3.2(i)
Ameren
Ameren
3.3(i)
Ameren
3.4(i)
Ameren
3.5(i)
3.6(i)
Ameren Missouri
Ameren Illinois
3.7(ii)
Ameren
Restated Articles of Incorporation of
Ameren Missouri
1993 Form 10-K, Exhibit 3(i),
File No. 1-2967
Restated Articles of Incorporation of
Ameren Illinois
2010 Form 10-K, Exhibit 3.4(i),
File No. 1-3672
By-Laws of Ameren, as amended
December 14, 2012
December 18, 2012 Form 8-K,
Exhibit 3.1(ii), File No. 1-14756
3.8(ii)
Ameren Missouri
By-Laws of Ameren Missouri, as amended
December 10, 2010
December 15, 2010 Form 8-K,
Exhibit 3.1(ii), File No. 1-2967
3.9(ii)
Ameren Illinois
Bylaws of Ameren Illinois, as amended
December 10, 2010
December 15, 2010 Form 8-K,
Exhibit 3.2(ii), File No. 1-3672
Instruments Defining Rights of Security Holders, Including Indentures
4.1
Ameren
4.2
4.3
Ameren
Ameren
Indenture dated as of December 1, 2001
from Ameren to The Bank of New York
Mellon Trust Company, N.A., as successor
trustee, relating to senior debt securities
(Ameren Indenture)
Exhibit 4.5, File No. 333-81774
First Supplemental Indenture to Ameren
Senior Indenture dated as of May 19, 2008
June 30, 2008 Form 10-Q, Exhibit 4.1,
File No. 1-14756
Ameren Indenture Company Order dated
May 15, 2009, establishing 8.875% Senior
Notes, due 2014 (including the global note)
May 15, 2009 Form 8-K,
Exhibits 4.3 and 4.4, File No. 1-14756
165
Exhibit Designation
Registrant(s)
Nature of Exhibit
Previously Filed as Exhibit to:
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Exhibit B-1, File No. 2-4940
Indenture of Mortgage and Deed of Trust
dated June 15, 1937 (Ameren Missouri
Mortgage), from Ameren Missouri to The
Bank of New York Mellon, as successor
trustee, as amended May 1, 1941, and
Second Supplemental Indenture dated
May 1, 1941
Supplemental Indenture to the Ameren
Missouri Mortgage dated as of July 1, 1956
August 2, 1956 Form 8-K, Exhibit 2,
File No. 1-2967
Supplemental Indenture to the Ameren
Missouri Mortgage dated as of April 1,
1971
Supplemental Indenture to the Ameren
Missouri Mortgage dated as of February 1,
1974
Supplemental Indenture to the Ameren
Missouri Mortgage dated as of July 7, 1980
Supplemental Indenture to the Ameren
Missouri Mortgage dated as of October 1,
1993, relative to Series 2028
Supplemental Indenture to the Ameren
Missouri Mortgage dated as of February 1,
2000
April 1971 Form 8-K, Exhibit 6,
File No. 1-2967
February 1974 Form 8-K, Exhibit 3,
File No. 1-2967
Exhibit 4.6, File No. 2-69821
1993 Form 10-K, Exhibit 4.8,
File No. 1-2967
2000 Form 10-K, Exhibit 4.1,
File No. 1-2967
Supplemental Indenture to the Ameren
Missouri Mortgage dated August 15, 2002
August 23, 2002 Form 8-K, Exhibit 4.3,
File No. 1-2967
Supplemental Indenture to the Ameren
Missouri Mortgage dated March 5, 2003,
relative to Series BB
Supplemental Indenture to the Ameren
Missouri Mortgage dated April 1, 2003,
relative to Series CC
Supplemental Indenture to the Ameren
Missouri Mortgage dated July 15, 2003,
relative to Series DD
Supplemental Indenture to the Ameren
Missouri Mortgage dated October 1, 2003,
relative to Series EE
Supplemental Indenture to the Ameren
Missouri Mortgage dated February 1, 2004,
relative to Series 2004A (1998A)
Supplemental Indenture to the Ameren
Missouri Mortgage dated February 1, 2004,
relative to Series 2004B (1998B)
Supplemental Indenture to the Ameren
Missouri Mortgage dated February 1, 2004,
relative to Series 2004C (1998C)
Supplemental Indenture to the Ameren
Missouri Mortgage dated February 1, 2004,
relative to Series 2004H (1992)
Supplemental Indenture to the Ameren
Missouri Mortgage dated May 1, 2004
relative to Series FF
Supplemental Indenture to the Ameren
Missouri Mortgage dated September 1,
2004 relative to Series GG
166
March 11, 2003 Form 8-K, Exhibit 4.4,
File No. 1-2967
April 10, 2003 Form 8-K, Exhibit 4.4,
File No. 1-2967
August 4, 2003 Form 8-K, Exhibit 4.4,
File No. 1-2967
October 8, 2003 Form 8-K, Exhibit 4.4,
File No. 1-2967
March 31, 2004 Form 10-Q, Exhibit 4.1,
File No. 1-2967
March 31, 2004 Form 10-Q, Exhibit 4.2,
File No. 1-2967
March 31, 2004 Form 10-Q, Exhibit 4.3,
File No. 1-2967
March 31, 2004 Form 10-Q, Exhibit 4.8,
File No. 1-2967
May 18, 2004 Form 8-K, Exhibit 4.4,
File No. 1-2967
September 23, 2004 Form 8-K,
Exhibit 4.4, File No. 1-2967
Exhibit Designation
Registrant(s)
Nature of Exhibit
Previously Filed as Exhibit to:
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33
4.34
4.35
4.36
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Supplemental Indenture to the Ameren
Missouri Mortgage dated January 1, 2005
relative to Series HH
January 27, 2005 Form 8-K, Exhibit 4.4,
File No. 1-2967
July 21, 2005 Form 8-K, Exhibit 4.4,
File No. 1-2967
December 9, 2005 Form 8-K, Exhibit 4.4,
File No. 1-2967
June 15, 2007 Form 8-K, Exhibit 4.5,
File No. 1-2967
April 8, 2008 Form 8-K, Exhibit 4.7,
File No. 1-2967
June 19, 2008 Form 8-K, Exhibit 4.5,
File No. 1-2967
March 23, 2009 Form 8-K, Exhibit 4.5,
File No. 1-2967
Exhibit 4.45, File No. 333-182258
September 11, 2012 Form 8-K, Exhibit 4.4,
File No. 1-2967
1992 Form 10-K, Exhibit 4.38,
File No. 1-2967
March 31, 2004 Form 10-Q, Exhibit 4.10,
File No. 1-2967
September 30, 1998 Form 10-Q,
Exhibit 4.28, File No. 1-2967
March 31, 2004 Form 10-Q, Exhibit 4.11,
File No. 1-2967
September 30, 1998 Form 10-Q,
Exhibit 4.29, File No. 1-2967
March 31, 2004 Form 10-Q, Exhibit 4.12,
File No. 1-2967
Supplemental Indenture to the Ameren
Missouri Mortgage dated July 1, 2005
relative to Series II
Supplemental Indenture to the Ameren
Missouri Mortgage dated December 1,
2005 relative to Series JJ
Supplemental Indenture to the Ameren
Missouri Mortgage dated June 1, 2007
relative to Series KK
Supplemental Indenture to the Ameren
Missouri Mortgage dated April 1, 2008
relative to Series LL
Supplemental Indenture to the Ameren
Missouri Mortgage dated June 1, 2008
relative to Series MM
Supplemental Indenture to the Ameren
Missouri Mortgage dated March 1, 2009
relative to Series NN
Supplemental Indenture to the Ameren
Missouri Mortgage dated May 15, 2012
Supplemental Indenture to the Ameren
Missouri Mortgage dated September 1,
2012 relative to Series OO
Loan Agreement dated as of December 1,
1992, between the Missouri Environmental
Authority and Ameren Missouri, together
with Indenture of Trust dated as of
December 1, 1992, between the Missouri
Environmental Authority and UMB Bank,
N.A. as successor trustee to Mercantile
Bank of St. Louis, N.A.
First Amendment dated as of February 1,
2004, to Loan Agreement dated as of
December 1, 1992, between the Missouri
Environmental Authority and Ameren
Missouri
Series 1998A Loan Agreement dated as of
September 1, 1998, between the Missouri
Environmental Authority and Ameren
Missouri
First Amendment dated as of February 1,
2004, to Series 1998A Loan Agreement
dated as of September 1, 1998, between
the Missouri Environmental Authority and
Ameren Missouri
Series 1998B Loan Agreement dated as of
September 1, 1998, between the Missouri
Environmental Authority and Ameren
Missouri
First Amendment dated as of February 1,
2004, to Series 1998B Loan Agreement
dated as of September 1, 1998, between
the Missouri Environmental Authority and
Ameren Missouri
167
Exhibit Designation
Registrant(s)
Nature of Exhibit
Previously Filed as Exhibit to:
4.37
4.38
4.39
4.40
4.41
4.42
4.43
4.44
4.45
4.46
4.47
4.48
4.49
4.50
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
September 30, 1998 Form 10-Q,
Exhibit 4.30, File No. 1-2967
March 31, 2004 Form 10-Q, Exhibit 4.13,
File No. 1-2967
August 23, 2002 Form 8-K, Exhibit 4.1,
File No. 1-2967
Exhibit 4.48, File No. 333-182258
March 11, 2003 Form 8-K, Exhibits 4.2 and
4.3, File No. 1-2967
April 10, 2003 Form 8-K, Exhibits 4.2 and
4.3, File No. 1-2967
August 4, 2003 Form 8-K, Exhibits 4.2 and
4.3, File No. 1-2967
October 8, 2003 Form 8-K, Exhibits 4.2 and
4.3, File No. 1-2967
May 18, 2004 Form 8-K, Exhibits 4.2 and
4.3, File No. 1-2967
September 23, 2004 Form 8-K, Exhibits 4.2
and 4.3, File No. 1-2967
January 27, 2005 Form 8-K, Exhibits 4.2
and 4.3, File No. 1-2967
July 21, 2005 Form 8-K, Exhibits 4.2 and
4.3, File No. 1-2967
December 9, 2005 Form 8-K, Exhibits 4.2
and 4.3, File No. 1-2967
June 15, 2007 Form 8-K, Exhibits 4.2 and
4.3, File No. 1-2967
Series 1998C Loan Agreement dated as of
September 1, 1998, between the Missouri
Environmental Authority and Ameren
Missouri
First Amendment dated as of February 1,
2004, to Series 1998C Loan Agreement
dated as of September 1, 1998, between
the Missouri Environmental Authority and
Ameren Missouri
Indenture dated as of August 15, 2002,
from Ameren Missouri to The Bank of New
York Mellon, as successor trustee (relating
to senior secured debt securities) (Ameren
Missouri Indenture)
First Supplemental Indenture to the Ameren
Missouri Indenture, dated as of May 15,
2012
Ameren Missouri Indenture Company Order
dated March 10, 2003, establishing the
5.50% Senior Secured Notes due 2034
(including the global note)
Ameren Missouri Indenture Company Order
dated April 9, 2003, establishing the 4.75%
Senior Secured Notes due 2015 (including
the global note)
Ameren Missouri Indenture Company Order
dated July 28, 2003, establishing the 5.10%
Senior Secured Notes due 2018 (including
the global note)
Ameren Missouri Indenture Company Order
dated October 7, 2003, establishing the
4.65% Senior Secured Notes due 2013
(including the global note)
Ameren Missouri Indenture Company Order
dated May 13, 2004, establishing the
5.50% Senior Secured Notes due 2014
(including the global note)
Ameren Missouri Indenture Company Order
dated September 1, 2004, establishing the
5.10% Senior Secured Notes due 2019
(including the global note)
Ameren Missouri Indenture Company Order
dated January 27, 2005, establishing the
5.00% Senior Secured Notes due 2020
(including the global note)
Ameren Missouri Indenture Company Order
dated July 21, 2005, establishing the 5.30%
Senior Secured Notes due 2037 (including
the global note)
Ameren Missouri Indenture Company Order
dated December 8, 2005, establishing the
5.40% Senior Secured Notes due 2016
(including the global note)
Ameren Missouri Indenture Company Order
dated June 15, 2007, establishing the
6.40% Senior Secured Notes due 2017
(including the global note)
168
Exhibit Designation
Registrant(s)
Nature of Exhibit
Previously Filed as Exhibit to:
4.51
4.52
4.53
4.54
4.55
4.56
4.57
4.58
4.59
4.60
4.61
4.62
4.63
4.64
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Missouri
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
April 8, 2008 Form 8-K, Exhibits 4.3 and
4.5, File No. 1-2967
June 19, 2008 Form 8-K, Exhibits 4.2 and
4.3, File No. 1-2967
March 23, 2009 Form 8-K, Exhibits 4.2 and
4.3, File No. 1-2967
September 30, 2012 Form 10-Q, Exhibit 4.1
and September 11, 2012 Form 8-K,
Exhibit 4.2, File No. 1-2967
Exhibit 4.4, File No. 333-59438
Ameren Missouri Indenture Company Order
dated April 8, 2008, establishing the 6.00%
Senior Secured Notes due 2018 (including
the global note)
Ameren Missouri Indenture Company Order
dated June 19, 2008, establishing the
6.70% Senior Secured Notes due 2019
(including the global note)
Ameren Missouri Indenture Company Order
dated March 20, 2009, establishing 8.45%
Senior Secured Notes due 2039 (including
the global note)
Ameren Missouri Indenture Company Order
dated September 11, 2012, establishing
3.90% Senior Secured Notes due 2042
(including the global note)
Indenture dated as of December 1, 1998,
from Central Illinois Public Service
Company (now known as Ameren Illinois)
to The Bank of New York Mellon Trust
Company, N.A., as successor trustee (CIPS
Indenture)
First Supplemental Indenture to the CIPS
Indenture, dated as of June 14, 2006
June 19, 2006 Form 8-K, Exhibit 4.2,
File No. 1-3672
Second Supplemental Indenture to the CIPS
Indenture, dated as of March 1, 2010
Exhibit 4.17, File No. 333-166095
Third Supplemental Indenture to the CIPS
Indenture, dated as of October 1, 2010
2010 Form 10-K, Exhibit 4.59,
File No. 1-3672
Ameren Illinois Global Note, dated
October 1, 2010, representing CIPS
Indenture Senior Notes, 6.125% due 2028
2010 Form 10-K, Exhibit 4.60,
File No. 1-3672
2010 Form 10-K, Exhibit 4.62,
File No. 1-3672
Exhibit B-1, Registration No. 2-1937;
Exhibit B-1(a), Registration No. 2-2093; and
Exhibit A, April 1940 Form 8-K,
File No. 1-2732
Ameren Illinois Global Note, dated
October 1, 2010, representing CIPS
Indenture Senior Notes, 6.70% Series
Secured Notes due 2036
Indenture of Mortgage and Deed of Trust
between Illinois Power Company
(predecessor in interest to CILCO and
Ameren Illinois) and Bankers Trust
Company (now known as Deutsche Bank
Trust Company Americas), as trustee, dated
as of April 1, 1933 (CILCO Mortgage),
Supplemental Indenture between the same
parties dated as of June 30, 1933,
Supplemental Indenture between CILCO
(predecessor in interest to Ameren Illinois)
and the trustee, dated as of July 1, 1933,
Supplemental Indenture between the same
parties dated as of January 1, 1935, and
Supplemental Indenture between the same
parties dated as of April 1, 1940
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Supplemental Indenture to the CILCO
Mortgage, dated December 1, 1949
December 1949 Form 8-K, Exhibit A,
File No. 1-2732
Supplemental Indenture to the CILCO
Mortgage, dated July 1, 1957
July 1957 Form 8-K, Exhibit A,
File No. 1-2732
Supplemental Indenture to the CILCO
Mortgage, dated February 1, 1966
February 1966 Form 8-K, Exhibit A,
File No. 1-2732
169
Exhibit Designation
Registrant(s)
Nature of Exhibit
Previously Filed as Exhibit to:
4.65
4.66
4.67
4.68
4.69
4.70
4.71
4.72
4.73
4.74
4.75
4.76
4.77
4.78
4.79
4.80
4.81
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Supplemental Indenture to the CILCO
Mortgage, dated January 15, 1992
January 30, 1992 Form 8-K, Exhibit 4(b),
File No. 1-2732
Supplemental Indenture to the CILCO
Mortgage, dated June 1, 2006 for the
Series AA and BB
Supplemental Indenture to the CILCO
Mortgage, dated December 1, 2008 for the
Series CC
June 19, 2006 Form 8-K, Exhibit 4.11,
File No. 1-2732
December 9, 2008 Form 8-K, Exhibit 4.5,
File No. 1-2732
Supplemental Indenture to the CILCO
Mortgage, dated as of October 1, 2010
October 7, 2010 Form 8 K, Exhibit 4.4,
File No. 1-14756
Indenture dated as of June 1, 2006, from
CILCO (predecessor in interest to Ameren
Illinois) to The Bank of New York Mellon
Trust Company, N.A., as successor trustee
(CILCO Indenture)
June 19, 2006 Form 8-K, Exhibit 4.3,
File No. 1-2732
First Supplemental Indenture to the CILCO
Indenture, dated October 1, 2010
October 7, 2010 Form 8 K, Exhibit 4.1,
File No. 1-3672
Second Supplemental Indenture to the
CILCO Indenture dated as of July 21, 2011
September 30, 2011 Form 10-Q,
Exhibit 4.1, File No. 1-3672
CILCO Indenture Company Order, dated
June 14, 2006, establishing the 6.20%
Senior Secured Notes due 2016 (including
the global note) and the 6.70% Senior
Secured Notes due 2036 (including the
global note)
CILCO Indenture Company Order, dated
December 9, 2008, establishing the 8.875%
Senior Secured Notes due 2013 (including
the global note)
General Mortgage Indenture and Deed of
Trust dated as of November 1, 1992
between Illinois Power Company
(predecessor in interest to Ameren Illinois)
and The Bank of New York Mellon Trust
Company, N.A., as successor trustee
(Ameren Illinois Mortgage)
Supplemental Indenture dated as of
March 1, 1998, to Ameren Illinois Mortgage
for Series S
Supplemental Indenture dated as of
March 1, 1998, to Ameren Illinois Mortgage
for Series T
Supplemental Indenture amending the
Ameren Illinois Mortgage dated as of
June 15, 1999
Supplemental Indenture dated as of
July 15, 1999, to Ameren Illinois Mortgage
for Series U
Supplemental Indenture amending the
Ameren Illinois Mortgage dated as of
December 15, 2002
Supplemental Indenture dated as of June 1,
2006, to Ameren Illinois Mortgage for
Series AA
Supplemental Indenture dated as of
November 15, 2007, to Ameren Illinois
Mortgage for Series BB
170
June 19, 2006 Form 8-K, Exhibit 4.6,
File No. 1-2732
December 9, 2008 Form 8-K, Exhibits 4.2
and 4.3, File No. 1-2732
1992 Form 10-K, Exhibit 4(cc),
File No. 1-3004
Exhibit 4.41, File No. 333-71061
Exhibit 4.42, File No. 333-71061
June 30, 1999 Form 10-Q, Exhibit 4.2,
File No. 1-3004
June 30, 1999 Form 10-Q, Exhibit 4.4,
File No. 1-3004
December 23, 2002 Form 8-K, Exhibit 4.1,
File No. 1-3004
June 19, 2006 Form 8-K, Exhibit 4.13,
File No. 1-3004
November 20, 2007 Form 8-K, Exhibit 4.4,
File No. 1-3004
Exhibit Designation
Registrant(s)
Nature of Exhibit
Previously Filed as Exhibit to:
4.82
4.83
4.84
4.85
4.86
4.87
4.88
4.89
4.90
4.91
4.92
4.93
4.94
4.95
4.96
4.97
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Supplemental Indenture dated as of April 1,
2008, to Ameren Illinois Mortgage for
Series CC
Supplemental Indenture dated as of
October 1, 2008, to Ameren Illinois
Mortgage for Series DD
Supplemental Indenture, dated as of
October 1, 2010, to Ameren Illinois
Mortgage for Series CIPS-AA, CIPS-BB and
CIPS-CC
Supplemental Indenture, dated as of
January 15, 2011, to Ameren Illinois
Mortgage
Supplemental Indenture dated as of
August 1, 2012, to Ameren Illinois
Mortgage for Series EE
Supplemental Indenture, dated as of
December 1, 2013, to Ameren Illinois
Mortgage for Series FF
Indenture, dated as of June 1, 2006 from IP
(predecessor in interest to Ameren Illinois)
to The Bank of New York Mellon Trust
Company, N.A., as successor trustee
(Ameren Illinois Indenture)
First Supplemental Indenture, dated as of
October 1, 2010, to the Ameren Illinois
Indenture for Series CIPS-AA, CIPS-BB and
CIPS-CC
Second Supplemental Indenture to the
Ameren Illinois Indenture dated as of
July 21, 2011
Third Supplemental Indenture to the
Ameren Illinois Indenture dated as of
May 15, 2012
Ameren Illinois Indenture Company Order,
dated June 14, 2006, establishing the
6.25% Senior Secured Notes due 2016
(including the global note)
Ameren Illinois Indenture Company Order,
dated November 15, 2007, establishing
6.125% Senior Secured Notes due 2017
(including the global note)
Ameren Illinois Indenture Company Order,
dated April 8, 2008, establishing 6.25%
Senior Secured Notes due 2018 (including
the global note)
Ameren Illinois Indenture Company Order
dated October 23, 2008, establishing 9.75%
Senior Secured Notes due 2018 (including
the global note)
Ameren Illinois Indenture Company Order
dated August 20, 2012, establishing 2.70%
Senior Secured Notes due 2022 (including
the global note)
Ameren Illinois Indenture Company Order
dated December 10, 2013, establishing
4.80% Senior Secured Notes due 2043
(including the global note)
171
April 8, 2008 Form 8-K, Exhibit 4.9,
File No. 1-3004
October 23, 2008 Form 8-K, Exhibit 4.4,
File No. 1-3004
October 7, 2010 Form 8 K, Exhibit 4.9,
File No. 1-3672
Exhibit 4.78, File No. 333-182258
August 20, 2012 Form 8-K, Exhibit 4.4,
File No. 1-3672
December 10, 2013 Form 8-K, Exhibit 4.5,
File No. 1-3672
June 19, 2006 Form 8-K, Exhibit 4.4,
File No. 1-3004
October 7, 2010 Form 8 K, Exhibit 4.5,
File No. 1-14756
September 30, 2011 Form 10-Q, Exhibit
4.2, File No. 1-3672
Exhibit 4.83, File No. 333-182258
June 19, 2006 Form 8-K, Exhibit 4.7,
File No. 1-3004
November 20, 2007 Form 8-K, Exhibit 4.2,
File No. 1-3004
April 8, 2008 Form 8-K, Exhibit 4.4,
File No. 1-3004
October 23, 2008 Form 8-K, Exhibit 4.2,
File No. 1-3004
August 20, 2012 Form 8-K, Exhibits 4.2 and
4.3, File No. 1-3004
December 10, 2013 Form 8-K, Exhibit 4.2,
File No. 1-3672
Exhibit Designation
Registrant(s)
Nature of Exhibit
Previously Filed as Exhibit to:
Material Contracts
10.1
Ameren
Ameren Illinois
10.2
Ameren Companies
10.3
10.4
Ameren
Ameren Missouri
Ameren
Ameren Illinois
10.5
Ameren
10.6
Ameren
10.7
Ameren Companies
10.8
Ameren Companies
10.9
Ameren Companies
Unilateral Borrowing Agreement by and
among Ameren, IP (predecessor in interest
to Ameren Illinois) and Ameren Services,
dated as of September 30, 2004
Third Amended Ameren Corporation
System Utility Money Pool Agreement, as
amended September 30, 2004
Credit Agreement, dated as of
November 14, 2012, by and among
Ameren, Ameren Missouri and JPMorgan
Chase Bank, N.A., as agent, and the lenders
party thereto.
Credit Agreement, dated as of November 14,
2012, by and among Ameren, Ameren
Illinois and JPMorgan Chase Bank, N.A., as
agent, and the lenders party thereto.
*Summary Sheet of Ameren Corporation
Non- Management Director Compensation
revised on August 9, 2013 and effective as
of August 12, 2013
*Ameren’s Deferred Compensation Plan for
Members of the Board of Directors
amended and restated effective January 1,
2009, dated June 13, 2008
*Amendment dated October 12, 2009, to
Ameren’s Deferred Compensation Plan for
Members of the Board of Directors,
effective January 1, 2010
*Amendment dated October 14, 2010, to
Ameren’s Deferred Compensation Plan for
Members of the Board of Directors
*Ameren’s Deferred Compensation Plan as
amended and restated effective January 1,
2010
October 1, 2004 Form 8-K, Exhibit 10.3,
File No. 1-3004
October 1, 2004 Form 8-K, Exhibit 10.2,
File No. 1-14756
November 15, 2012 Form 8-K, Exhibit 10.1,
File No. 1-14756
November 15, 2012 Form 8-K, Exhibit 10.2,
File No. 1-14756
September 30, 2013 Form 10-Q,
Exhibit 10.1, File No. 1-14756
June 30, 2008 Form 10-Q, Exhibit 10.3,
File No. 1-14756
2009 Form 10-K, Exhibit 10.15 ,
File No. 1-14756
2010 Form 10-K, Exhibit 10.15,
File No. 1-14756
October 14, 2009 Form 8-K, Exhibit 10.1,
File No. 1-14756
10.10
Ameren Companies
*Amendment dated October 14, 2010 to
Ameren’s Deferred Compensation Plan
2010 Form 10-K, Exhibit 10.17,
File No. 1-14756
10.11
Ameren Companies
*2012 Ameren Executive Incentive Plan
10.12
Ameren Companies
*2013 Ameren Executive Incentive Plan
10.13
Ameren Companies
10.14
Ameren Companies
10.15
Ameren Companies
10.16
Ameren Companies
10.17
Ameren Companies
10.18
Ameren Companies
*2012 Base Salary Table for Named
Executive Officers
*2013 Base Salary Table for Named
Executive Officers
*2014 Base Salary Table for Named
Executive Officers
*Second Amended and Restated Ameren
Corporation Change of Control Severance
Plan
*First Amendment dated October 12, 2009,
to the Second Amended and Restated
Ameren Change of Control Severance Plan
*Revised Schedule I to Second Amended
and Restated Ameren Change of Control
Severance Plan, as amended
172
December 14, 2011 Form 8-K, Exhibit 10.1,
File No. 1-14756
December 18, 2012 Form 8-K, Exhibit 10.1,
File No. 1-14756
2011 Form 10-K, Exhibit 10.23,
File No. 1-14756
2012 Form 10-K, Exhibit 10.17,
File No. 1-14756
2008 Form 10-K, Exhibit 10.37,
File No. 1-14756
October 14, 2009 Form 8-K, Exhibit 10.2,
File No. 1-14756
September 30, 2013 Form 10-Q,
Exhibit 10.2, File No. 1-14756
Exhibit Designation
Registrant(s)
Nature of Exhibit
Previously Filed as Exhibit to:
10.19
Ameren Companies
10.20
Ameren Companies
10.21
Ameren Companies
*Formula for Determining 2011 Target
Performance Share Unit Awards to be
Issued to Named Executive Officers
*Formula for Determining 2012 Target
Performance Share Unit Awards to be
Issued to Named Executive Officers
*Formula for Determining 2013 Target
Performance Share Unit Awards to be
Issued to Named Executive Officers
December 15, 2010 Form 8-K, Exhibit 99.1,
File No. 1-14756
December 14, 2011 Form 8-K, Exhibit 99.1,
File No. 1-14756
December 18, 2012 Form 8-K, Exhibit 99.1,
File No. 1-14756
10.22
Ameren Companies
*Ameren Corporation 2006 Omnibus
Incentive Compensation Plan
February 16, 2006 Form 8-K, Exhibit 10.3,
File No. 1-14756
10.23
Ameren Companies
10.24
Ameren Companies
10.25
Ameren Companies
10.26
Ameren Companies
10.27
Ameren Companies
10.28
Ameren Companies
10.29
10.30
10.31
Ameren
Ameren Illinois
Ameren
Ameren Illinois
Ameren
Ameren Illinois
10.32
Ameren
10.33
Ameren
Statement re: Computation of Ratios
12.1
12.2
Ameren
Ameren Missouri
12.3
Ameren Illinois
*Form of Performance Share Unit Award
Agreement for Awards Issued in 2011
pursuant to 2006 Omnibus Incentive
Compensation Plan
*Form of Performance Share Unit Award
Agreement for Awards Issued in 2012
pursuant to 2006 Omnibus Incentive
Compensation Plan
*Form of Performance Share Unit Award
Agreement for Awards Issued in 2013
pursuant to 2006 Omnibus Incentive
Compensation Plan
*Performance Stock Bonus Award
Agreement, dated March 1, 2011, between
Ameren and Adam C. Heflin
*Ameren Supplemental Retirement Plan
amended and restated effective January 1,
2008, dated June 13, 2008
*First Amendment to amended and restated
Ameren Supplemental Retirement Plan,
dated October 24, 2008
December 15, 2010 Form 8-K, Exhibit 10.2,
File No. 1-14756
December 14, 2011 Form 8-K, Exhibit 10.2,
File No. 1-14756
December 18, 2012 Form 8-K, Exhibit 10.2,
File No. 1-14756
March 31, 2011 Form 10-Q, Exhibit 10.1,
File No. 1-14756
June 30, 2008 Form 10-Q, Exhibit 10.1,
File No. 1-14756
2008 Form 10-K, Exhibit 10.44,
File No. 1-14756
*CILCO Executive Deferral Plan as amended
effective August 15, 1999
1999 Form 10-K, Exhibit 10,
File No. 1-2732
*CILCO Executive Deferral Plan II as
amended effective April 1, 1999
1999 Form 10-K, Exhibit 10(a),
File No. 1-2732
*CILCO Restructured Executive Deferral
Plan (approved August 15, 1999)
1999 Form 10-K, Exhibit 10(e),
File No. 1-2732
March 19, 2013 Form 8-K, Exhibit 10.3,
File No. 1-14756
March 19, 2013 Form 8-K, Exhibit 10.4,
File No. 1-14756
Novation and Amendment of Put Option
Agreement, dated March 14, 2013, by and
among Medina Valley, AERG, Genco and
Ameren
*Employment and Change of Control
Agreement, dated March 13, 2013, between
Steven R. Sullivan, AER and Ameren
Ameren’s Statement of Computation of
Ratio of Earnings to Fixed Charges
Ameren Missouri’s Statement of
Computation of Ratio of Earnings to Fixed
Charges and Combined Fixed Charges and
Preferred Stock Dividend Requirements
Ameren Illinois’ Statement of Computation
of Ratio of Earnings to Fixed Charges and
Combined Fixed Charges and Preferred
Stock Dividend Requirements
173
Exhibit Designation
Registrant(s)
Nature of Exhibit
Previously Filed as Exhibit to:
Code of Ethics
14.1
Ameren Companies
Code of Ethics, as amended February 8,
2013
2012 Form 10-K, Exhibit 14.1,
File No. 1-14756
Subsidiaries of the Registrant
21.1
Ameren Companies
Subsidiaries of Ameren
Consent of Experts and Counsel
23.1
23.2
Ameren
Ameren Missouri
23.3
Ameren Illinois
Power of Attorney
Consent of Independent Registered Public
Accounting Firm with respect to Ameren
Consent of Independent Registered Public
Accounting Firm with respect to Ameren
Missouri
Consent of Independent Registered Public
Accounting Firm with respect to Ameren
Illinois
24.1
24.2
24.3
Ameren
Powers of Attorney with respect to Ameren
Ameren Missouri
Ameren Illinois
Power of Attorney with respect to Ameren
Missouri
Power of Attorney with respect to Ameren
Illinois
Rule 13a-14(a)/15d-14(a) Certifications
31.1
31.2
31.3
Ameren
Ameren
Ameren Missouri
31.4
Ameren Missouri
31.5
Ameren Illinois
Rule 13a-14(a)/15d-14(a) Certification of
Principal Executive Officer of Ameren
Rule 13a-14(a)/15d-14(a) Certification of
Principal Financial Officer of Ameren
Rule 13a-14(a)/15d-14(a) Certification of
Principal Executive Officer of Ameren
Missouri
Rule 13a-14(a)/15d-14(a) Certification of
Principal Financial Officer of Ameren
Missouri
Rule 13a-14(a)/15d-14(a) Certification of
Principal Executive Officer of Ameren
Illinois
31.6
Ameren Illinois
Rule 13a-14(a)/15d-14(a) Certification of
Principal Financial Officer of Ameren Illinois
Section 1350 Certifications
32.1
Ameren
32.2
Ameren Missouri
32.3
Ameren Illinois
Section 1350 Certification of Principal
Executive Officer and Principal Financial
Officer of Ameren
Section 1350 Certification of Principal
Executive Officer and Principal Financial
Officer of Ameren Missouri
Section 1350 Certification of Principal
Executive Officer and Principal Financial
Officer of Ameren Illinois
Additional Exhibits
99.1
Ameren Companies
Amended and Restated Tax Allocation
Agreement, dated as of November 21, 2013
Interactive Data File
101.INS**
Ameren Companies
XBRL Instance Document
101.SCH**
Ameren Companies
XBRL Taxonomy Extension Schema
Document
174
Exhibit Designation
Registrant(s)
Nature of Exhibit
Previously Filed as Exhibit to:
101.CAL**
Ameren Companies
101.LAB**
Ameren Companies
101.PRE**
Ameren Companies
101.DEF**
Ameren Companies
XBRL Taxonomy Extension Calculation
Linkbase Document
XBRL Taxonomy Extension Label Linkbase
Document
XBRL Taxonomy Extension Presentation
Linkbase Document
XBRL Taxonomy Extension Definition
Document
The file number references for the Ameren Companies’ filings with the SEC are: Ameren, 1-14756; Ameren Missouri,
1-2967; and Ameren Illinois, 1-3672.
*Compensatory plan or arrangement.
**Attached as Exhibit 101 to this report is the following financial information for each of the Ameren Companies’ Annual
Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL (eXtensible Business Reporting Language):
(i) the Consolidated Statement of Income (Loss) for the years ended December 31, 2013, 2012, and 2011, (ii) the
Consolidated Statement of Comprehensive Income (Loss) for the years ended December 31, 2013, 2012 and 2011, (iii) the
Consolidated Balance Sheet at December 31, 2013, and December 31, 2012, (iv) the Consolidated Statement of Cash Flows for
the years ended December 31, 2013, 2012, and 2011, (v) the Consolidated Statement of Stockholders’ Equity for the years
ended December 31, 2013, 2012, and 2011, and (vi) the Combined Notes to the Financial Statements for the year ended
December 31, 2013.
Each registrant hereby undertakes to furnish to the SEC upon request a copy of any long-term debt instrument not listed
above that such registrant has not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of
Regulation S-K.
175
RULE 13a-14(a)/15d-14(a) CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER OF AMEREN CORPORATION
(required by Section 302 of the Sarbanes-Oxley Act of 2002)
Exhibit 31.1
I, Thomas R. Voss, certify that:
1.
I have reviewed this report on Form 10-K for the fiscal year ended December 31, 2013, of Ameren Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: March 3, 2014
/s/ Thomas R. Voss
Thomas R. Voss
Chairman and Chief Executive Officer
(Principal Executive Officer)
RULE 13a-14(a)/15d-14(a) CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER OF AMEREN CORPORATION
(required by Section 302 of the Sarbanes-Oxley Act of 2002)
Exhibit 31.2
I, Martin J. Lyons, Jr., certify that:
1.
I have reviewed this report on Form 10-K for the fiscal year ended December 31, 2013, of Ameren Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: March 3, 2014
/s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
RULE 13a-14(a)/15d-14(a) CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER OF UNION ELECTRIC COMPANY
(required by Section 302 of the Sarbanes-Oxley Act of 2002)
Exhibit 31.3
I, Warner L. Baxter, certify that:
1.
I have reviewed this report on Form 10-K for the fiscal year ended December 31, 2013, of Union Electric Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: March 3, 2014
/s/ Warner L. Baxter
Warner L. Baxter
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
RULE 13a-14(a)/15d-14(a) CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER OF UNION ELECTRIC COMPANY
(required by Section 302 of the Sarbanes-Oxley Act of 2002)
Exhibit 31.4
I, Martin J. Lyons, Jr., certify that:
1.
I have reviewed this report on Form 10-K for the fiscal year ended December 31, 2013, of Union Electric Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: March 3, 2014
/s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
RULE 13a-14(a)/15d-14(a) CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER OF AMEREN ILLINOIS COMPANY
(required by Section 302 of the Sarbanes-Oxley Act of 2002)
Exhibit 31.5
I, Richard J. Mark, certify that:
1.
I have reviewed this report on Form 10-K for the fiscal year ended December 31, 2013, of Ameren Illinois Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: March 3, 2014
/s/ Richard J. Mark
Richard J. Mark
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
RULE 13a-14(a)/15d-14(a) CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER OF AMEREN ILLINOIS COMPANY
(required by Section 302 of the Sarbanes-Oxley Act of 2002)
Exhibit 31.6
I, Martin J. Lyons, Jr., certify that:
1.
I have reviewed this report on Form 10-K for the fiscal year ended December 31, 2013, of Ameren Illinois Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: March 3, 2014
/s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
SECTION 1350 CERTIFICATION OF
AMEREN CORPORATION
(required by Section 906 of the Sarbanes-Oxley Act of 2002)
Exhibit 32.1
In connection with the report on Form 10-K for the fiscal year ended December 31, 2013, of Ameren Corporation (the
“Registrant”) as filed by the Registrant with the Securities and Exchange Commission on the date hereof (the “Form 10-K”),
each undersigned officer of the Registrant does hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of
the Sarbanes-Oxley Act of 2002, that:
(1) The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m or 78o(d)); and
(2) The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and
results of operations of the Registrant.
Date: March 3, 2014
/s/ Thomas R. Voss
Thomas R. Voss
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
SECTION 1350 CERTIFICATION OF
UNION ELECTRIC COMPANY
(required by Section 906 of the Sarbanes-Oxley Act of 2002)
Exhibit 32.2
In connection with the report on Form 10-K for the fiscal year ended December 31, 2013, of Union Electric Company (the
“Registrant”) as filed by the Registrant with the Securities and Exchange Commission on the date hereof (the “Form 10-K”),
each undersigned officer of the Registrant does hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of
the Sarbanes-Oxley Act of 2002, that:
(1) The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m or 78o(d)); and
(2) The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and
results of operations of the Registrant.
Date: March 3, 2014
/s/ Warner L. Baxter
Warner L. Baxter
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
SECTION 1350 CERTIFICATION OF
AMEREN ILLINOIS COMPANY
(required by Section 906 of the Sarbanes-Oxley Act of 2002)
Exhibit 32.3
In connection with the report on Form 10-K for the fiscal year ended December 31, 2013, of Ameren Illinois Company
(the “Registrant”) as filed by the Registrant with the Securities and Exchange Commission on the date hereof (the
“Form 10-K”), each undersigned officer of the Registrant does hereby certify, pursuant to 18 U.S.C. §1350, as adopted
pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m or 78o(d)); and
(2) The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and
results of operations of the Registrant.
Date: March 3, 2014
/s/ Richard J. Mark
Richard J. Mark
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
INVESTOR INFORMATION
Common Stock and Dividend Information
Ameren’s common stock is listed on the New York Stock Exchange
(ticker symbol: AEE). Ameren began trading on January 2, 1998,
following the merger of Union Electric Company and CIPSCO Inc. on
December 31, 1997. Ameren common shareholders of record totaled
57,623 on January 31, 2014. The following table provides the price
ranges, closing prices and dividends declared per Ameren common
share for each quarter of 2013 and 2012.
AEE 2013
Quarter Ended
High
Low
Close
Dividends
Declared
$35.12
36.74
36.70
37.31
$30.64
32.34
32.61
34.18
$35.02
34.44
34.84
36.16
40 ¢
40
40
40
March 31
June 30
September 30
December 31
AEE 2012
Quarter Ended
High
Low
Close
Dividends
Declared
March 31
June 30
September 30
December 31
$33.68
34.04
35.30
33.21
$30.89
31.15
32.27
28.43
$32.58
33.54
32.67
30.72
40 ¢
40
40
40
Corporate Governance Documents
Ameren makes available, free of charge through its website
(Ameren.com), the charters of the Board of Directors’ Audit and Risk
Committee, Human Resources Committee, Nominating and Corporate
Governance Committee, Finance Committee and Nuclear Oversight
and Environmental Committee. Also available on Ameren’s website are
its corporate governance guidelines, policy regarding nominations of
directors, policy regarding communications to the Board of Directors,
policy and procedures with respect to related person transactions, code
of business conduct (referred to as the “Corporate Compliance Policy”)
and code of ethics for principal executive and senior fi nancial offi cers.
These documents are also available in print, free of charge upon written
request, from the Offi ce of the Secretary, Ameren Corporation, P.O. Box
66149, Mail Code 1370, St. Louis, MO 63166-6149. Ameren also makes
available, free of charge through its website, the company’s annual
reports on SEC Form 10-K, quarterly reports on SEC Form 10-Q, and its
current reports on SEC Form 8-K, including any chief executive offi cer
and chief fi nancial offi cer certifi cations required to be fi led with the
Securities and Exchange Commission therewith.
Online Stock Account Access
Ameren’s website (Ameren.com) allows registered shareholders to
access their account information online. Shareholders can securely
change their reinvestment options, view account summaries, receive
DRPlus statements and more through the website. This is a free service.
Annual Meeting
The annual meeting of Ameren Corporation shareholders will convene
Investor Services
Ameren’s Investor Services representatives are available to help you
at 9 a.m. (Central Time), Thursday, April 24, 2014, at the Saint Louis Art
each business day from 8 a.m. to 4 p.m. (Central Time). Please write
Museum, One Fine Arts Drive, Forest Park, St. Louis, MO, 63110. The
or call:
annual shareholder meetings of Ameren Illinois Company and Union
Electric Company will be held at the same time.
DRPlus
Any person of legal age or entity, whether or not an Ameren shareholder, is
eligible to participate in DRPlus, Ameren’s dividend reinvestment and stock
purchase plan. Participants can:
• Make cash investments by check or automatic direct debit from their
bank accounts to purchase Ameren common stock, up to a maximum of
$120,000 annually;
• Reinvest their dividends in Ameren common stock (the minimum
dividend reinvestment requirement is 10%), per share; and
• Place Ameren common stock certifi cates in safekeeping and receive
regular account statements.
For more information about DRPlus, you may obtain a prospectus from
Ameren’s Investor Services representatives.
Direct Deposit of Dividends
All registered Ameren common and Ameren Illinois Company and Union
Electric Company preferred shareholders can have their cash dividends
automatically deposited to their bank accounts. This service gives
shareholders immediate access to their dividend on the dividend payment
date and eliminates the possibility of lost or stolen dividend checks.
Ameren Services Company, Investor Services
P.O. Box 66887
St. Louis, MO 63166-6887
314.554.3502 or 800.255.2237
invest@ameren.com
Transfer Agent, Registrar and Paying Agent
The Transfer Agent, Registrar and Paying Agent for Ameren common
stock and Ameren Illinois Company and Union Electric Company
preferred stock is Ameren Services Company.
Offi ce
Ameren Corporation
One Ameren Plaza
1901 Chouteau Avenue
St. Louis, MO 63103
314.621.3222
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P.O. Box 66149 | St. Louis, MO 63166-6149
Ameren.com
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