AEE-2014 Q3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 
ý
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2014
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
  
Exact name of registrant as specified in its charter;
State of Incorporation;
Address and Telephone Number
  
IRS Employer
Identification No.
1-14756
  
Ameren Corporation
  
43-1723446
 
  
(Missouri Corporation)
  
 
 
  
1901 Chouteau Avenue
  
 
 
  
St. Louis, Missouri 63103
  
 
 
  
(314) 621-3222
  
 
 
 
 
1-2967
  
Union Electric Company
  
43-0559760
 
  
(Missouri Corporation)
  
 
 
  
1901 Chouteau Avenue
  
 
 
  
St. Louis, Missouri 63103
  
 
 
  
(314) 621-3222
  
 
 
 
 
1-3672
  
Ameren Illinois Company
  
37-0211380
 
  
(Illinois Corporation)
  
 
 
  
6 Executive Drive
  
 
 
  
Collinsville, Illinois 62234
  
 
 
  
(618) 343-8150
  
 
Indicate by check mark whether the registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
 
Ameren Corporation
  
Yes
  
ý
  
No
  
¨
Union Electric Company
  
Yes
  
ý
  
No
  
¨
Ameren Illinois Company
  
Yes
  
ý
  
No
  
¨
Indicate by check mark whether each registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Ameren Corporation
  
Yes
  
ý
  
No
  
¨
Union Electric Company
  
Yes
  
ý
  
No
  
¨
Ameren Illinois Company
  
Yes
  
ý
  
No
  
¨
Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



 
 
  
Large Accelerated
Filer
  
Accelerated
Filer
  
Non-Accelerated
Filer
  
Smaller Reporting
Company
Ameren Corporation
  
ý
  
¨
  
¨
  
¨
Union Electric Company
  
¨
  
¨
  
ý
  
¨
Ameren Illinois Company
  
¨
  
¨
  
ý
  
¨
Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Ameren Corporation
  
Yes
  
¨
  
No
  
ý
Union Electric Company
  
Yes
  
¨
  
No
  
ý
Ameren Illinois Company
  
Yes
  
¨
  
No
  
ý
The number of shares outstanding of each registrant’s classes of common stock as of October 31, 2014, was as follows:
 
Ameren Corporation
 
Common stock, $0.01 par value per share - 242,634,798
Union Electric Company
 
Common stock, $5 par value per share, held by Ameren
Corporation - 102,123,834
Ameren Illinois Company
 
Common stock, no par value, held by Ameren
Corporation - 25,452,373
 
______________________________________________________________________________________________________ 
This combined Form 10-Q is separately filed by Ameren Corporation, Union Electric Company, and Ameren Illinois Company. Each registrant hereto is filing on its own behalf all of the information contained in this quarterly report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.



TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
Union Electric Company (d/b/a Ameren Missouri)
 
 
 
 
Ameren Illinois Company (d/b/a Ameren Illinois)
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 6.
 
 
This report contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements should be read with the cautionary statements and important factors under the heading “Forward-looking Statements.” Forward-looking statements are all statements other than statements of historical fact, including those statements that are identified by the use of the words “anticipates,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” and similar expressions.




GLOSSARY OF TERMS AND ABBREVIATIONS
We use the words “our,” “we” or “us” with respect to certain information that relates to Ameren, Ameren Missouri and Ameren Illinois, collectively. When appropriate, subsidiaries of Ameren Corporation are named specifically as their various business activities are discussed. Refer to the Form 10-K for a complete listing of glossary terms and abbreviations. Only new or significantly changed terms and abbreviations are included below.
2006 Incentive Plan - The 2006 Omnibus Incentive Compensation Plan, which became effective in May 2006 and provided for compensatory stock-based awards to eligible employees and directors. The 2006 Omnibus Incentive Compensation Plan was replaced prospectively for new grants by the 2014 Incentive Plan.
2014 Incentive Plan - The 2014 Omnibus Incentive Compensation Plan, which became effective in April 2014 and provides for compensatory stock-based awards to eligible employees and directors.
Clean Power Plan - “Carbon Pollution Emission Guidelines for Existing Stationary Sources: Electric Utility Generating Units,” a proposed rule issued by the EPA on June 18, 2014.
Form 10-K - The combined Annual Report on Form 10-K for the year ended December 31, 2013, filed by the Ameren Companies with the SEC. 
NEIL - Nuclear Electric Insurance Limited, which includes all of its affiliated companies.
Net energy cost - Net energy cost, as defined in the FAC, includes fuel and purchased power costs, including transportation charges and revenues, net of off-system sales.
 
FORWARD-LOOKING STATEMENTS
Statements in this report not based on historical facts are considered “forward-looking” and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, strategies, objectives, events, conditions, and financial performance. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are providing this cautionary statement to identify important factors that could cause actual results to differ materially from those anticipated. The following factors, in addition to those discussed under Risk Factors in the Form 10-K and elsewhere in this report and in our other filings with the SEC, could cause actual results to differ materially from management expectations suggested in such forward-looking statements:
regulatory, judicial, or legislative actions, including changes in regulatory policies and ratemaking determinations, such as Ameren Missouri’s July 2014 electric rate case filing; Ameren Illinois' appeals of the ICC's electric and natural gas
 
rate orders issued in December 2013; Ameren Illinois’ April 2014 annual electric delivery service formula update filing; FERC settlement procedures regarding a potential Ameren Illinois electric transmission rate refund; the complaint case filed with FERC seeking a reduction in the allowed return on common equity under the MISO tariff; and future regulatory, judicial, or legislative actions that seek to change regulatory recovery mechanisms;
the effect of Ameren Illinois participating in a performance-based formula ratemaking process under the IEIMA, including the direct relationship between Ameren Illinois' return on common equity and 30-year United States Treasury bond yields, the related financial commitments required by the IEIMA, and the resulting uncertain impact on the financial condition, results of operations, and liquidity of Ameren Illinois;
the potential extension of the IEIMA after its current sunset provision at the end of 2017, and any changes to the performance-based formula ratemaking process or required financial commitments;
the effects of Ameren Illinois' expected participation, beginning in 2015, in the regulatory framework provided by the state of Illinois' Natural Gas Consumer, Safety and Reliability Act, which allows for the use of a rider to recover costs of certain natural gas infrastructure investments made between rate cases;
the effects of increased competition in the future due to, among other things, deregulation of certain aspects of our business at either the state or federal levels and the implementation of deregulation;
changes in laws and other governmental actions, including monetary, fiscal, and tax policies;
the effects on demand for our services resulting from technological advances, including advances in customer energy efficiency and distributed generation sources, which generate electricity at the site of consumption;
the effectiveness of Ameren Missouri’s energy efficiency programs and the ability to earn incentive awards under the MEEIA;
the timing of increasing capital expenditure and operating expense requirements and our ability to timely recover these costs;
the cost and availability of fuel, such as coal, natural gas, and enriched uranium, used to produce electricity; the cost and availability of purchased power and natural gas for distribution; and the level and volatility of future market prices for such commodities, including our ability to recover the costs for such commodities;
the effectiveness of our risk management strategies and the use of financial and derivative instruments;
business and economic conditions, including their impact on interest rates, bad debt expense, and demand for our products;
disruptions of the capital markets, deterioration in credit metrics of the Ameren Companies, or other events that may have an adverse effect on the cost or availability of capital, including short-term credit and liquidity;
our assessment of our liquidity;


1



the impact of the adoption of new accounting guidance and the application of appropriate technical accounting rules and guidance;
actions of credit rating agencies and the effects of such actions;
the impact of weather conditions and other natural phenomena on us and our customers, including the impact of system outages;
generation, transmission, and distribution asset construction, installation, performance, and cost recovery;
the effects of our increasing investment in electric transmission projects and uncertainty as to whether we will achieve our expected returns in a timely fashion, if at all;
the extent to which Ameren Missouri prevails in its claim against an insurer in connection with its Taum Sauk pumped-storage hydroelectric energy center incident;
the extent to which Ameren Missouri is permitted by its regulators to recover in rates the investments it made in connection with additional nuclear generation at its Callaway energy center;
operation of Ameren Missouri's Callaway energy center, including planned and unplanned outages, and decommissioning costs;
the effects of strategic initiatives, including mergers, acquisitions and divestitures, and any related tax implications;
the impact of current environmental regulations and new, more stringent or changing requirements, including those related to greenhouse gases, other emissions and discharges, cooling water intake structures, CCR, and energy efficiency, that are enacted over time and that could limit or terminate the operation of certain of our energy centers, increase our costs or investment requirements, result in an impairment of our assets, cause us to sell our assets, reduce our customers' demand for electricity or natural gas, or otherwise have a negative financial effect;
the impact of complying with renewable energy portfolio requirements in Missouri;
labor disputes, workforce reductions, future wage and employee benefits costs, including changes in discount rates, mortality tables, and returns on benefit plan assets;
the inability of our counterparties to meet their obligations with respect to contracts, credit agreements, and financial instruments;
the cost and availability of transmission capacity for the energy generated by Ameren Missouri's energy centers or required to satisfy Ameren Missouri’s energy sales;
the inability of Dynegy and IPH to satisfy their indemnity and other obligations to Ameren in connection with the divestiture of New AER to IPH;
legal and administrative proceedings; and
acts of sabotage, war, terrorism, cyber attacks or intentionally disruptive acts.
Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Except to the extent required by the federal securities laws, we undertake no obligation to update or revise publicly any forward-looking statements to reflect new information or future events.
 



2



PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
 
AMEREN CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (In millions, except per share amounts)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
Operating Revenues:
 
 
 
 
 
 
 
Electric
$
1,523

 
$
1,507

 
$
3,864

 
$
3,823

Gas
147

 
131

 
819

 
693

Total operating revenues
1,670

 
1,638

 
4,683

 
4,516

Operating Expenses:
 
 
 
 
 
 
 
Fuel
236

 
222

 
638

 
648

Purchased power
112

 
128

 
335

 
400

Gas purchased for resale
49

 
42

 
432

 
344

Other operations and maintenance
404

 
383

 
1,236

 
1,229

Depreciation and amortization
187

 
175

 
551

 
528

Taxes other than income taxes
121

 
121

 
362

 
354

Total operating expenses
1,109

 
1,071

 
3,554

 
3,503

Operating Income
561

 
567

 
1,129

 
1,013

Other Income and Expense:
 
 
 
 
 
 
 
Miscellaneous income
21

 
20

 
60

 
51

Miscellaneous expense
7

 
5

 
20

 
18

Total other income
14

 
15

 
40

 
33

Interest Charges
85

 
88

 
266

 
289

Income Before Income Taxes
490

 
494

 
903

 
757

Income Taxes
194

 
187

 
357

 
288

Income from Continuing Operations
296

 
307

 
546

 
469

Loss from Discontinued Operations, Net of Taxes (Note 12)
(1
)
 
(3
)
 
(3
)
 
(212
)
Net Income
295

 
304

 
543

 
257

Less: Net Income from Continuing Operations Attributable to Noncontrolling Interests
2

 
2

 
5

 
5

Net Income (Loss) Attributable to Ameren Corporation:
 
 
 
 
 
 
 
      Continuing Operations
294

 
305

 
541

 
464

      Discontinued Operations
(1
)
 
(3
)
 
(3
)
 
(212
)
Net Income Attributable to Ameren Corporation
$
293

 
$
302

 
$
538

 
$
252

 
 
 
 
 
 
 
 
Earnings (Loss) per Common Share – Basic:
 
 
 
 
 
 
 
          Continuing Operations
$
1.21

 
$
1.26

 
$
2.23

 
$
1.92

          Discontinued Operations

 
(0.01
)
 
(0.01
)
 
(0.88
)
Earnings per Common Share – Basic
$
1.21

 
$
1.25

 
$
2.22

 
$
1.04

 
 
 
 
 
 
 
 
Earnings (Loss) per Common Share – Diluted:
 
 
 
 
 
 
 
          Continuing Operations
$
1.20

 
$
1.25

 
$
2.21

 
$
1.91

          Discontinued Operations

 
(0.01
)
 
(0.01
)
 
(0.88
)
Earnings per Common Share – Diluted
$
1.20

 
$
1.24

 
$
2.20

 
$
1.03

 
 
 
 
 
 
 
 
Dividends per Common Share
$
0.40

 
$
0.40

 
$
1.20

 
$
1.20

Average Common Shares Outstanding – Basic
242.6

 
242.6

 
242.6

 
242.6

Average Common Shares Outstanding – Diluted
244.3

 
245.1

 
244.3

 
244.4

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

3



AMEREN CORPORATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited) (In millions)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
Income from Continuing Operations
$
296

 
$
307

 
$
546

 
$
469

Other Comprehensive Income (Loss), Net of Taxes
 
 
 
 

 

Pension and other postretirement benefit plan activity, net of income taxes (benefit) of $-, $(5), $3 and $3, respectively

 
(5
)
 
3

 
5

Comprehensive Income from Continuing Operations
296

 
302

 
549

 
474

Less: Comprehensive Income from Continuing Operations Attributable to Noncontrolling Interests
2

 
2

 
5

 
5

Comprehensive Income from Continuing Operations Attributable to Ameren Corporation
294

 
300

 
544

 
469

 
 
 
 
 
 
 
 
Loss from Discontinued Operations, Net of Taxes
(1
)
 
(3
)
 
(3
)
 
(212
)
Other Comprehensive Loss from Discontinued Operations, Net of Taxes

 
(5
)
 

 
(16
)
Comprehensive Loss from Discontinued Operations Attributable to Ameren Corporation
(1
)
 
(8
)
 
(3
)
 
(228
)
Comprehensive Income Attributable to Ameren Corporation
$
293

 
$
292

 
$
541

 
$
241

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

4



AMEREN CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited) (In millions, except per share amounts)
 
September 30, 2014
 
December 31, 2013
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
13

 
$
30

Accounts receivable – trade (less allowance for doubtful accounts of $21 and $18, respectively)
467

 
404

Unbilled revenue
203

 
304

Miscellaneous accounts and notes receivable
117

 
196

Materials and supplies
561

 
526

Current regulatory assets
199

 
156

Current accumulated deferred income taxes, net
301

 
106

Other current assets
66

 
85

Assets of discontinued operations (Note 12)
15

 
165

Total current assets
1,942

 
1,972

Property and Plant, Net
16,991

 
16,205

Investments and Other Assets:
 
 
 
Nuclear decommissioning trust fund
529

 
494

Goodwill
411

 
411

Intangible assets
20

 
22

Regulatory assets
1,259

 
1,240

Other assets
724

 
698

Total investments and other assets
2,943

 
2,865

TOTAL ASSETS
$
21,876

 
$
21,042

LIABILITIES AND EQUITY
 
 
 
Current Liabilities:
 
 
 
Current maturities of long-term debt
$
119

 
$
534

Short-term debt
753

 
368

Accounts and wages payable
466

 
806

Taxes accrued
161

 
55

Interest accrued
105

 
86

Current regulatory liabilities
132

 
216

Other current liabilities
350

 
351

Liabilities of discontinued operations (Note 12)
33

 
45

Total current liabilities
2,119

 
2,461

Long-term Debt, Net
5,825

 
5,504

Deferred Credits and Other Liabilities:
 
 
 
Accumulated deferred income taxes, net
3,845

 
3,250

Accumulated deferred investment tax credits
59

 
63

Regulatory liabilities
1,805

 
1,705

Asset retirement obligations
385

 
369

Pension and other postretirement benefits
400

 
466

Other deferred credits and liabilities
522

 
538

Total deferred credits and other liabilities
7,016

 
6,391

Commitments and Contingencies (Notes 2, 9, 10 and 12)


 


Ameren Corporation Stockholders’ Equity:
 
 
 
Common stock, $.01 par value, 400.0 shares authorized – shares outstanding of 242.6
2

 
2

Other paid-in capital, principally premium on common stock
5,612

 
5,632

Retained earnings
1,154

 
907

Accumulated other comprehensive income
6

 
3

Total Ameren Corporation stockholders’ equity
6,774

 
6,544

Noncontrolling Interests
142

 
142

Total equity
6,916

 
6,686

TOTAL LIABILITIES AND EQUITY
$
21,876

 
$
21,042

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

5



AMEREN CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)
 
Nine Months Ended September 30,
 
2014
 
2013
Cash Flows From Operating Activities:
 
 
 
Net income
$
543

 
$
257

Loss from discontinued operations, net of taxes
3

 
212

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
526

 
500

Amortization of nuclear fuel
70

 
46

Amortization of debt issuance costs and premium/discounts
16

 
18

Deferred income taxes and investment tax credits, net
370

 
258

Allowance for equity funds used during construction
(26
)
 
(26
)
Stock-based compensation costs
20

 
19

Other
(9
)
 
14

Changes in assets and liabilities:
 
 
 
Receivables
16

 
(88
)
Materials and supplies
(34
)
 
7

Accounts and wages payable
(187
)
 
(102
)
Taxes accrued
100

 
104

Assets, other
(123
)
 
20

Liabilities, other
(70
)
 
(24
)
Pension and other postretirement benefits
(27
)
 
(34
)
Counterparty collateral, net
20

 
34

Net cash provided by operating activities – continuing operations
1,208

 
1,215

Net cash provided by (used in) operating activities – discontinued operations
(5
)
 
99

Net cash provided by operating activities
1,203

 
1,314

Cash Flows From Investing Activities:
 
 
 
Capital expenditures
(1,310
)
 
(943
)
Nuclear fuel expenditures
(28
)
 
(34
)
Purchases of securities – nuclear decommissioning trust fund
(365
)
 
(147
)
Sales and maturities of securities – nuclear decommissioning trust fund
354

 
134

Proceeds from note receivable – Marketing Company
79

 

Contributions to note receivable – Marketing Company
(84
)
 

Other
3

 
(1
)
Net cash used in investing activities – continuing operations
(1,351
)
 
(991
)
Net cash provided by (used in) investing activities – discontinued operations
139

 
(42
)
Net cash used in investing activities
(1,212
)
 
(1,033
)
Cash Flows From Financing Activities:
 
 
 
Dividends on common stock
(291
)
 
(291
)
Dividends paid to noncontrolling interest holders
(5
)
 
(5
)
Short-term debt, net
385

 

Redemptions and maturities of long-term debt
(692
)
 

Issuances of long-term debt
598

 

Capital issuance costs
(4
)
 

Other
1

 

Net cash used in financing activities – continuing operations
(8
)
 
(296
)
Net cash used in financing activities – discontinued operations

 

Net cash used in financing activities
(8
)
 
(296
)
Net change in cash and cash equivalents
(17
)
 
(15
)
Cash and cash equivalents at beginning of year
30

 
209

Cash and cash equivalents at end of period
13

 
194

Less cash and cash equivalents at end of period – discontinued operations

 
25

Cash and cash equivalents at end of period – continuing operations
$
13

 
$
169

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

6



 
UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)
STATEMENT OF INCOME AND COMPREHENSIVE INCOME
(Unaudited) (In millions)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
Operating Revenues:
 
 
 
 
 
 
 
Electric
$
1,076

 
$
1,075

 
$
2,696

 
$
2,667

Gas
21

 
17

 
117

 
110

Other

 
1

 
1

 
1

Total operating revenues
1,097

 
1,093

 
2,814

 
2,778

Operating Expenses:
 
 
 
 
 
 
 
Fuel
236

 
222

 
638

 
648

Purchased power
25

 
33

 
86

 
100

Gas purchased for resale
7

 
4

 
58

 
52

Other operations and maintenance
228

 
212

 
677

 
686

Depreciation and amortization
118

 
114

 
351

 
338

Taxes other than income taxes
89

 
91

 
248

 
247

Total operating expenses
703

 
676

 
2,058

 
2,071

Operating Income
394

 
417

 
756

 
707

Other Income and Expense:
 
 
 
 
 
 
 
Miscellaneous income
15

 
16

 
45

 
44

Miscellaneous expense
4

 
2

 
10

 
10

Total other income
11

 
14

 
35

 
34

Interest Charges
53

 
43

 
159

 
159

Income Before Income Taxes
352

 
388

 
632

 
582

Income Taxes
129

 
149

 
234

 
217

Net Income
223

 
239

 
398

 
365

Other Comprehensive Income

 

 

 

Comprehensive Income
$
223

 
$
239

 
$
398

 
$
365

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income
$
223

 
$
239

 
$
398

 
$
365

Preferred Stock Dividends
1

 
1

 
3

 
3

Net Income Available to Common Stockholder
$
222

 
$
238

 
$
395

 
$
362

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

7



UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)
BALANCE SHEET
(Unaudited) (In millions, except per share amounts)
 
September 30, 2014
 
December 31, 2013
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
1

 
$
1

Accounts receivable – trade (less allowance for doubtful accounts of $7 and $5, respectively)
261

 
191

Accounts receivable – affiliates
12

 
1

Unbilled revenue
134

 
168

Miscellaneous accounts and notes receivable
86

 
57

Materials and supplies
350

 
352

Current regulatory assets
137

 
118

Other current assets
40

 
71

Total current assets
1,021

 
959

Property and Plant, Net
10,660

 
10,452

Investments and Other Assets:
 
 
 
Nuclear decommissioning trust fund
529

 
494

Intangible assets
20

 
22

Regulatory assets
539

 
534

Other assets
410

 
443

Total investments and other assets
1,498

 
1,493

TOTAL ASSETS
$
13,179

 
$
12,904

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current Liabilities:
 
 
 
Current maturities of long-term debt
$
119

 
$
109

Borrowings from money pool

 
105

Short-term debt
65

 

Accounts and wages payable
189

 
387

Accounts payable – affiliates
32

 
30

Taxes accrued
200

 
220

Interest accrued
66

 
57

Current regulatory liabilities
11

 
57

Other current liabilities
99

 
82

Total current liabilities
781

 
1,047

Long-term Debt, Net
3,885

 
3,648

Deferred Credits and Other Liabilities:
 
 
 
Accumulated deferred income taxes, net
2,656

 
2,524

Accumulated deferred investment tax credits
55

 
59

Regulatory liabilities
1,107

 
1,041

Asset retirement obligations
383

 
366

Pension and other postretirement benefits
147

 
189

Other deferred credits and liabilities
44

 
37

Total deferred credits and other liabilities
4,392

 
4,216

Commitments and Contingencies (Notes 2, 8, 9 and 10)


 


Stockholders’ Equity:
 
 
 
Common stock, $5 par value, 150.0 shares authorized – 102.1 shares outstanding
511

 
511

Other paid-in capital, principally premium on common stock
1,560

 
1,560

Preferred stock not subject to mandatory redemption
80

 
80

Retained earnings
1,970

 
1,842

Total stockholders’ equity
4,121

 
3,993

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
13,179

 
$
12,904

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

8



UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)
STATEMENT OF CASH FLOWS
(Unaudited) (In millions)
 
Nine Months Ended September 30,
 
2014
 
2013
Cash Flows From Operating Activities:
 
 
 
Net income
$
398

 
$
365

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
329

 
313

Amortization of nuclear fuel
70

 
46

FAC prudence review charge

 
26

Amortization of debt issuance costs and premium/discounts
5

 
6

Deferred income taxes and investment tax credits, net
139

 
62

Allowance for equity funds used during construction
(24
)
 
(22
)
Other
1

 
1

Changes in assets and liabilities:
 
 
 
Receivables
(76
)
 
(148
)
Materials and supplies
3

 
27

Accounts and wages payable
(151
)
 
(124
)
Taxes accrued
(22
)
 
260

Assets, other
(10
)
 
59

Liabilities, other
6

 
(78
)
Pension and other postretirement benefits
(8
)
 
(12
)
Net cash provided by operating activities
660

 
781

Cash Flows From Investing Activities:
 
 
 
Capital expenditures
(548
)
 
(480
)
Nuclear fuel expenditures
(28
)
 
(34
)
Money pool advances, net

 
24

Purchases of securities – nuclear decommissioning trust fund
(365
)
 
(147
)
Sales and maturities of securities – nuclear decommissioning trust fund
354

 
134

Other
(6
)
 
(3
)
Net cash used in investing activities
(593
)
 
(506
)
Cash Flows From Financing Activities:
 
 
 
Dividends on common stock
(268
)
 
(320
)
Dividends on preferred stock
(3
)
 
(3
)
Short-term debt, net
65

 

Money pool borrowings, net
(105
)
 

Maturities of long-term debt
(104
)
 

Issuances of long-term debt
350

 

Capital issuance costs
(2
)
 

Net cash used in financing activities
(67
)
 
(323
)
Net change in cash and cash equivalents

 
(48
)
Cash and cash equivalents at beginning of year
1

 
148

Cash and cash equivalents at end of period
$
1

 
$
100

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


9



 
AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)
STATEMENT OF INCOME AND COMPREHENSIVE INCOME
(Unaudited) (In millions)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
Operating Revenues:
 
 
 
 
 
 
 
Electric
$
445

 
$
432

 
$
1,162

 
$
1,160

Gas
127

 
115

 
703

 
585

Other

 

 

 
2

Total operating revenues
572

 
547

 
1,865

 
1,747

Operating Expenses:
 
 
 
 
 
 
 
Purchased power
89

 
96

 
256

 
303

Gas purchased for resale
43

 
38

 
374

 
292

Other operations and maintenance
185

 
166

 
580

 
538

Depreciation and amortization
66

 
59

 
193

 
182

Taxes other than income taxes
31

 
30

 
109

 
102

Total operating expenses
414

 
389

 
1,512

 
1,417

Operating Income
158

 
158

 
353

 
330

Other Income and Expense:
 
 
 
 
 
 
 
Miscellaneous income
4

 
4

 
12

 
7

Miscellaneous expense
2

 
3

 
7

 
7

Total other income
2

 
1

 
5

 

Interest Charges
31

 
31

 
90

 
96

Income Before Income Taxes
129

 
128

 
268

 
234

Income Taxes
54

 
51

 
110

 
93

Net Income
75

 
77

 
158

 
141

Other Comprehensive Loss, Net of Taxes:
 
 
 
 
 
 
 
Pension and other postretirement benefit plan activity, net of income taxes (benefit) of $(1), $(1), $(2) and $(2), respectively

 

 
(2
)
 
(2
)
Comprehensive Income
$
75

 
$
77

 
$
156

 
$
139

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income
$
75

 
$
77

 
$
158

 
$
141

Preferred Stock Dividends

 

 
2

 
2

Net Income Available to Common Stockholder
$
75

 
$
77

 
$
156

 
$
139

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


10



AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)
BALANCE SHEET
(Unaudited) (In millions)
 
September 30, 2014
 
December 31, 2013
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
1

 
$
1

Accounts receivable – trade (less allowance for doubtful accounts of $14 and $13, respectively)
192

 
201

Accounts receivable – affiliates
2

 

Unbilled revenue
69

 
135

Miscellaneous accounts receivable
6

 
13

Materials and supplies
211

 
174

Current regulatory assets
62

 
38

Current accumulated deferred income taxes, net
125

 
45

Other current assets
17

 
26

Total current assets
685

 
633

Property and Plant, Net
6,030

 
5,589

Investments and Other Assets:
 
 
 
Goodwill
411

 
411

Regulatory assets
712

 
701

Other assets
145

 
120

Total investments and other assets
1,268

 
1,232

TOTAL ASSETS
$
7,983

 
$
7,454

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current Liabilities:
 
 
 
Short-term debt
$
189

 
$

Borrowings from money pool
16

 
56

Accounts and wages payable
212

 
243

Accounts payable – affiliates
28

 
18

Taxes accrued
16

 
23

Customer deposits
71

 
79

Current environmental remediation
53

 
43

Current regulatory liabilities
121

 
159

Other current liabilities
148

 
150

Total current liabilities
854

 
771

Long-term Debt, Net
1,940

 
1,856

Deferred Credits and Other Liabilities:
 
 
 
Accumulated deferred income taxes, net
1,330

 
1,116

Accumulated deferred investment tax credits
3

 
4

Regulatory liabilities
698

 
664

Pension and other postretirement benefits
189

 
197

Environmental remediation
202

 
232

Other deferred credits and liabilities
165

 
166

Total deferred credits and other liabilities
2,587

 
2,379

Commitments and Contingencies (Notes 2, 8 and 9)


 


Stockholders’ Equity:
 
 
 
Common stock, no par value, 45.0 shares authorized – 25.5 shares outstanding

 

Other paid-in capital
1,965

 
1,965

Preferred stock not subject to mandatory redemption
62

 
62

Retained earnings
566

 
410

Accumulated other comprehensive income
9

 
11

Total stockholders’ equity
2,602

 
2,448

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
7,983

 
$
7,454


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

11



AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)
STATEMENT OF CASH FLOWS
(Unaudited) (In millions)
 
Nine Months Ended September 30,
 
2014
 
2013
Cash Flows From Operating Activities:
 
 
 
Net income
$
158

 
$
141

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
190

 
178

Amortization of debt issuance costs and premium/discounts
10

 
11

Deferred income taxes and investment tax credits, net
136

 
120

Other
(6
)
 
(7
)
Changes in assets and liabilities:
 
 
 
Receivables
80

 
66

Materials and supplies
(37
)
 
(20
)
Accounts and wages payable
1

 
31

Taxes accrued
(5
)
 
(2
)
Assets, other
(102
)
 
(33
)
Liabilities, other
(31
)
 
1

Pension and other postretirement benefits
(12
)
 
(13
)
Counterparty collateral, net
14

 
34

Net cash provided by operating activities
396

 
507

Cash Flows From Investing Activities:
 
 
 
Capital expenditures
(633
)
 
(462
)
Other
6

 
6

Net cash used in investing activities
(627
)
 
(456
)
Cash Flows From Financing Activities:
 
 
 
Dividends on common stock

 
(45
)
Dividends on preferred stock
(2
)
 
(2
)
Short-term debt, net
189

 

Money pool borrowings, net
(40
)
 
(3
)
Redemptions of long-term debt
(163
)
 

Issuances of long-term debt
248

 

Capital issuance costs
(2
)
 

Other
1

 

Net cash provided by (used in) financing activities
231

 
(50
)
Net change in cash and cash equivalents

 
1

Cash and cash equivalents at beginning of year
1

 

Cash and cash equivalents at end of period
$
1

 
$
1

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


12



AMEREN CORPORATION (Consolidated)
UNION ELECTRIC COMPANY (d/b/a Ameren Missouri)
AMEREN ILLINOIS COMPANY (d/b/a Ameren Illinois)
COMBINED NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 2014
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
Ameren, headquartered in St. Louis, Missouri, is a public utility holding company under PUHCA 2005, administered by FERC. Ameren’s primary assets are its equity interests in its subsidiaries. Ameren’s subsidiaries are separate, independent legal entities with separate businesses, assets, and liabilities. Dividends on Ameren’s common stock and the payment of parent company expenses by Ameren depend on distributions made to it by its subsidiaries. Ameren’s principal subsidiaries are listed below. Also see the Glossary of Terms and Abbreviations at the front of this report and in the Form 10-K.
Union Electric Company, doing business as Ameren Missouri, operates a rate-regulated electric generation, transmission, and distribution business, and a rate-regulated natural gas transmission and distribution business in Missouri. Ameren Missouri supplies electric service to 1.2 million customers and natural gas service to 127,000 customers.
Ameren Illinois Company, doing business as Ameren Illinois, operates a rate-regulated electric and natural gas transmission and distribution business in Illinois. Ameren Illinois supplies electric service to 1.2 million customers and natural gas service to 807,000 customers.
Ameren has various other subsidiaries responsible for activities such as the provision of shared services. Ameren also has a subsidiary, ATXI, that operates a FERC rate-regulated electric transmission business and is constructing the Illinois Rivers project.
 
The operating results, assets, and liabilities for New AER and the Elgin, Gibson City, Grand Tower, Meredosia, and Hutsonville energy centers have been presented separately as discontinued operations for all periods presented in this report. Unless otherwise stated, these notes to Ameren’s financial statements exclude discontinued operations for all periods presented. On January 31, 2014, Medina Valley completed its sale of the Elgin, Gibson City, and Grand Tower gas-fired energy centers to Rockland Capital. See Note 12 - Divestiture Transactions and Discontinued Operations in this report for additional information regarding the discontinued operations presentation and Note 16 - Divestiture Transactions and Discontinued Operations under Part II, Item 8, of the Form 10-K for additional information regarding Ameren’s divestiture of New AER in December 2013.
The financial statements of Ameren are prepared on a consolidated basis, and therefore include the accounts of its majority-owned subsidiaries. All significant intercompany transactions have been eliminated. Ameren Missouri and Ameren Illinois have no subsidiaries, and therefore their financial statements are not prepared on a consolidated basis. All tabular dollar amounts are in millions, unless otherwise indicated.
Our accounting policies conform to GAAP. Our financial statements reflect all adjustments (which include normal, recurring adjustments) that are necessary, in our opinion, for a fair presentation of our results. The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. Such estimates and assumptions affect reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. The results of operations of an interim period may not give a true indication of results that may be expected for a full year. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K.

Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to Ameren Corporation common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders 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.

13




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 three and nine months ended September 30, 2014, and 2013:
 
Three Months
 
Nine Months
 
2014
 
2013
 
2014
 
2013
Net income (loss) attributable to Ameren Corporation:
 
 
 
 
 
 
 
Continuing operations
$
294

 
$
305

 
$
541

 
$
464

Discontinued operations
(1
)
 
(3
)
 
(3
)
 
(212
)
Net income attributable to Ameren Corporation
$
293

 
$
302

 
$
538

 
$
252

 
 
 
 
 
 
 
 
Average common shares outstanding - basic
242.6

 
242.6

 
242.6

 
242.6

Assumed settlement of performance share units
1.7

 
2.5

 
1.7

 
1.8

Average common shares outstanding - diluted
244.3

 
245.1

 
244.3

 
244.4

 
 
 
 
 
 
 
 
Earnings (loss) per common share – basic:
 
 
 
 
 
 
 
Continuing operations
$
1.21

 
$
1.26

 
$
2.23

 
$
1.92

Discontinued operations

 
(0.01
)
 
(0.01
)
 
(0.88
)
Earnings per common share – basic
$
1.21

 
$
1.25

 
$
2.22

 
$
1.04

 
 
 
 
 
 
 
 
Earnings (loss) per common share – diluted:
 
 
 
 
 
 
 
Continuing operations
$
1.20

 
$
1.25

 
$
2.21

 
$
1.91

Discontinued operations

 
(0.01
)
 
(0.01
)
 
(0.88
)
Earnings per common share – diluted
$
1.20

 
$
1.24

 
$
2.20

 
$
1.03

There were no potentially dilutive securities excluded from the diluted earnings per share calculations for the three and nine months ended September 30, 2014, and 2013.
Stock-based Compensation
Ameren’s long-term incentive plan available for eligible employees and directors, the 2006 Incentive Plan, was replaced prospectively for new grants by the 2014 Incentive Plan effective April 24, 2014. The 2014 Incentive Plan provides for a maximum of 8 million common shares to be available for grant to eligible employees and directors, and retains many of the features of the 2006 Incentive Plan. To the extent that the issuance of a share that is subject to an outstanding award under the 2006 Incentive Plan, as of April 24, 2014, would cause Ameren to exceed the maximum authorized shares under the 2006 Incentive Plan, the issuance of that share will take place under the 2014 Incentive Plan and will therefore reduce the maximum number of shares that may be granted under the 2014 Incentive Plan. The 2014 Incentive Plan awards may be stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units, cash-based awards, and other stock-based awards.
A summary of nonvested performance share units at September 30, 2014, and changes during the nine months ended September 30, 2014, under the 2006 Incentive Plan and the 2014 Incentive Plan are presented below:
 
Performance Share Units
 
Share Units
Weighted-average Fair Value Per Share Unit at Grant Date
Nonvested at January 1, 2014
1,218,544

$
33.23

Granted(a)
685,026

38.90

April Grants(b)
38,559

50.34

Forfeitures
(65,847
)
33.82

Vested(c)
(123,295
)
38.64

Nonvested at September 30, 2014
1,752,987

$
35.42

(a)
Includes performance share units (share units) granted to certain executive and nonexecutive officers and other eligible employees in 2014 under the 2006 Incentive Plan and the 2014 Incentive Plan.
(b)
In April 2014, certain executive officers were granted additional share units under the 2006 Incentive Plan and the 2014 Incentive Plan. The significant assumptions used to calculate fair value included a prorated three-year risk-free rate ranging from 0.76% to 0.79%, volatility of 12% to 18% for the peer group, and Ameren’s attainment of a three-year average earnings per share threshold during the performance period.
(c)
Share units vested due to the attainment of retirement eligibility by certain employees. Actual shares issued for retirement-eligible employees will vary depending on actual performance over the three-year measurement period.

14



The fair value of each share unit awarded in 2014, excluding the April Grants, under the 2006 Incentive Plan and the 2014 Incentive Plan was determined to be $38.90. That amount was based on Ameren’s closing common share price of $36.16 at December 31, 2013, and lattice simulations. Lattice simulations are used to estimate expected share payout based on Ameren’s total stockholder return for a three-year performance period relative to the designated peer group beginning January 1, 2014. The simulations can produce a greater fair value for the share unit than the applicable closing common share price because they include the weighted payout scenarios in which an increase in the share price has occurred. The significant assumptions used to calculate fair value also included a three-year risk-free rate of 0.78%, volatility of 12% to 18% for the peer group, and Ameren’s attainment of a three-year average earnings per share threshold during the performance period.
Intangible Assets
Ameren and Ameren Missouri classify renewable energy credits and emission allowances as intangible assets. Ameren Illinois consumes renewable energy credits as they are purchased through the IPA procurement process and expenses them immediately. Ameren Missouri’s emission allowances are allocated by the EPA and therefore are recorded at zero cost. We evaluate intangible assets for impairment if events or changes in circumstances indicate that their carrying amount might be impaired.
At September 30, 2014, Ameren’s and Ameren Missouri’s intangible assets consisted of renewable energy credits obtained through wind and solar power purchase agreements. The book values of both Ameren’s and Ameren Missouri’s renewable energy credits were $20 million and $22 million at September 30, 2014 and December 31, 2013, respectively.
Ameren Missouri’s and Ameren Illinois’ renewable energy credits and Ameren Missouri’s emission allowances are charged to “Purchased power” expense and “Fuel” expense, respectively, as they are used in operations. The following table presents amortization expense based on usage of renewable energy credits and emission allowances, net of gains from sales, for Ameren, Ameren Missouri and Ameren Illinois, during the three and nine months ended September 30, 2014, and 2013:
 
 
Three Months
 
Nine Months
 
2014
 
2013
 
2014
 
2013
Ameren Missouri
$
1

 
$

 
$
7

 
$
(a)

Ameren Illinois
 
1

 
 
2

 
 
7

 
 
9

Ameren
$
2

 
$
2

 
$
14

 
$
9

(a)
Less than $1 million.
Excise Taxes
Excise taxes levied on us are reflected on Ameren Missouri electric customer bills and on Ameren Missouri and Ameren Illinois natural gas customer bills. They are recorded gross in “Operating Revenues - Electric,” “Operating Revenues - Gas” and “Operating Expenses - Taxes other than income taxes” on
 
the statement of income or the statement of income and comprehensive income. Excise taxes reflected on Ameren Illinois electric customer bills are imposed on the customer and are therefore not included in revenues and expenses. They are included in “Taxes accrued” on the balance sheet. The following table presents excise taxes recorded in “Operating Revenues - Electric,” “Operating Revenues - Gas” and “Operating Expenses - Taxes other than income taxes” for the three and nine months ended September 30, 2014, and 2013:
 
Three Months
 
Nine Months
 
2014
 
2013
 
2014
 
2013
Ameren Missouri
$
47

 
$
49

 
$
120

 
$
120

Ameren Illinois
9

 
10

 
46

 
43

Ameren
$
56

 
$
59

 
$
166

 
$
163

Uncertain Tax Positions
With the adoption of new accounting guidance in the first quarter of 2014, unrecognized tax benefits are recorded as a reduction to the deferred tax assets for net operating losses and tax credit carryforwards within “Accumulated deferred income taxes, net” on our balance sheets. Unrecognized tax benefits that exceed these carryforwards are recorded in “Other deferred credits and liabilities” on our balance sheets. At September 30, 2014, unrecognized tax benefits of $89 million, $13 million, and $2 million were recorded in “Accumulated deferred income taxes, net” on Ameren's, Ameren Missouri's and Ameren Illinois' balance sheets, respectively. At December 31, 2013, unrecognized tax benefits of $84 million, $15 million, and $- million previously recorded in “Other deferred credits and liabilities” on Ameren’s, Ameren Missouri’s and Ameren Illinois’ respective balance sheets were reclassified to “Accumulated deferred income taxes, net” for comparative purposes. For additional information see the Accounting and Reporting Developments section below.
The following table presents the total amount of reserves for unrecognized tax benefits (detriments) related to uncertain tax positions as of September 30, 2014, and December 31, 2013:
 
September 30, 2014
 
December 31,
2013
Ameren
$
97

 
$
90

Ameren Missouri
35

 
31

Ameren Illinois
1

 
(1
)
The following table presents the amount of reserves for unrecognized tax benefits, included in the table above, related to uncertain tax positions that would impact results of operations, if recognized, as of September 30, 2014, and December 31, 2013:
 
September 30, 2014
 
December 31,
2013
Ameren
$
55

 
$
54

Ameren Missouri
3

 
3

Ameren Illinois

 

In October 2014, a settlement was reached with the Appeals Office of the IRS for the years 2007 through 2010. During the


15



fourth quarter of 2014, this settlement, which is primarily related to uncertain tax positions associated with the timing of research tax deductions, will result in a decrease in Ameren’s uncertain tax benefits of $16 million, of which $9 million is related to Ameren Missouri. This settlement will not have a material impact on Ameren’s or Ameren Missouri’s results of operations or liquidity.
Ameren’s federal income tax returns for the years 2011 and 2012 are before the Appeals Office of the IRS. It is reasonably possible that a settlement will be reached with the Appeals Office of the IRS in the next 12 months for the years 2011 and 2012. The potential settlement, which would primarily relate to uncertain tax positions associated with the timing of research tax deductions, is expected to result in a decrease in Ameren’s uncertain tax benefits of $6 million, all of which relates to Ameren Missouri and none of which will have a material impact on their respective results of operations or liquidity.
Ameren’s federal income tax return for the year 2013 is currently under examination by the IRS and it is reasonably possible that a settlement will be reached with the IRS examination team in the next 12 months for that year. The potential settlement, which would relate to the timing of research tax deductions and the tax basis of certain leases related to the divestiture of the merchant generation business, is expected to result in a decrease in Ameren’s uncertain tax benefits of $73 million, of which $17 million relates to Ameren Missouri and $1 million relates to Ameren Illinois. Although we are unable to estimate the impact of any potential settlement at this time, up to $55 million of the Ameren total could increase net income from
 
Ameren’s discontinued operations. Settlement of the remaining $18 million of uncertain tax positions at Ameren, as well as those positions at Ameren Missouri and Ameren Illinois, are associated with the timing of deductions and will not have a material impact on our results of operations.
In addition, it is reasonably possible that other events will occur during the next 12 months that would cause the total amount of our unrecognized tax benefits to fluctuate. However, other than as described above, we do not believe any such fluctuations would be material to our results of operations, financial position, or liquidity.
State income tax returns are generally subject to examination for a period of three years after filing of the return. We do not currently have material state income tax issues under examination, administrative appeals, or litigation. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states.
Asset Retirement Obligations
AROs at Ameren, Ameren Missouri and Ameren Illinois increased at September 30, 2014, compared to December 31, 2013, to reflect the accretion of obligations to their fair value and an additional ARO at Ameren and Ameren Missouri of $2 million related to the retirement costs for a CCR storage facility, partially offset by immaterial settlements.

Noncontrolling Interests
As of September 30, 2014, Ameren's noncontrolling interests were composed of the preferred stock not subject to mandatory redemption of Ameren Missouri and Ameren Illinois. All noncontrolling interests are classified as a component of equity separate from Ameren's equity on its consolidated balance sheet. A reconciliation of the equity changes attributable to the noncontrolling interests at Ameren for the three and nine months ended September 30, 2014, and 2013, are shown below:
  
Three Months
 
Nine Months
 
  
2014
 
2013
 
2014
 
2013
 
Noncontrolling interests, beginning of period
$
142

 
$
151

(a) 
$
142

 
$
151

(a) 
Net income from continuing operations attributable to noncontrolling interests
2

 
2

 
5

 
5

 
Dividends paid to noncontrolling interest holders
(2
)
 
(2
)
 
(5
)
 
(5
)
 
Noncontrolling interests, end of period
$
142

 
$
151

(a) 
$
142

 
$
151

(a) 
(a)
Included the 20% EEI ownership interest not owned by Ameren prior to the divestiture of New AER to IPH. Prior to the divestiture of New AER, the assets and liabilities of EEI were consolidated in Ameren’s balance sheet at a 100% ownership level and were included in “Assets of discontinued operations” and “Liabilities of discontinued operations,” respectively. The divestiture of New AER, which included EEI, was completed in the fourth quarter of 2013. See Note 12 - Divestiture Transactions and Discontinued Operations for additional information.
Accounting and Reporting Developments
The following is a summary of recently adopted or issued authoritative accounting guidance relevant to the Ameren Companies.
Presentation of an Unrecognized Tax Benefit
In July 2013, FASB issued additional authoritative accounting guidance to provide clarity for the financial statement presentation of an unrecognized tax benefit when a net operating
 
loss carryforward, a similar tax loss, or a tax credit carryforward exists. The objective of this guidance is to eliminate diversity in practice related to the presentation of certain unrecognized tax benefits. It requires entities to present an unrecognized tax benefit as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is available under the tax law. This guidance was effective for the Ameren Companies beginning in


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the first quarter of 2014. Previously, unrecognized tax benefits were recorded in “Other deferred credits and liabilities” on Ameren's, Ameren Missouri's and Ameren Illinois' respective balance sheets. Beginning in the first quarter 2014, unrecognized tax benefits are recorded as a reduction to the deferred tax assets for net operating losses and tax credit carryforwards within “Accumulated deferred income taxes, net” on our balance sheets. Unrecognized tax benefits that exceed these carryforwards are recorded in “Other deferred credits and liabilities,” on the respective balance sheets. For comparative purposes, the Ameren Companies reclassified the December 31, 2013 balances in accordance with the new guidance as discussed in the Uncertain Tax Positions section above. The implementation of the additional authoritative accounting guidance did not affect the Ameren Companies' results of operations or liquidity, as this guidance is presentation-related only.
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity
In April 2014, FASB issued authoritative accounting guidance that changes the criteria for reporting and qualifying for discontinued operations. Under the new guidance, a component of an entity, or a group of components of an entity, that either meets the criteria to be classified as held for sale or is disposed of by sale or otherwise, is required to be reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. The guidance includes expanded disclosure requirements for discontinued operations and additional disclosures about a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation. The guidance will be effective for the Ameren Companies in the first quarter of 2015 for components that are classified as held for sale or disposed of on or after January 1, 2015. Early adoption is permitted, but only for disposals or classifications as held for sale that have not been reported in financial statements previously issued. Therefore, Ameren’s existing discontinued operations would not be subject to the new disclosure requirements. The guidance will not affect the Ameren Companies’ results of operations, financial position, or liquidity, as this guidance is presentation-related only.
Revenue from Contracts with Customers
In May 2014, FASB issued authoritative accounting guidance to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP. The guidance requires an entity to recognize an amount of revenue for the transfer of promised goods or services to customers that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance will be effective for the Ameren Companies in the first quarter of 2017. The Ameren Companies are currently assessing the impacts of this guidance.
 
NOTE 2 - RATE AND REGULATORY MATTERS
Below is a summary of updates to significant regulatory proceedings and related lawsuits. See also Note 2 - Rate and Regulatory Matters under Part II, Item 8, of the Form 10-K. We are unable to predict the ultimate outcome of these matters, the timing of the final decisions of the various agencies and courts, or the impact on our results of operations, financial position, or liquidity.
Missouri
Rate Shift Complaint and Earnings Complaint Cases
In February 2014, Noranda and 37 residential customers filed a rate shift complaint case and an earnings complaint case with the MoPSC.
On August 20, 2014, the MoPSC issued an order that rejected Noranda’s and the residential customers’ request in the rate shift complaint case. On September 12, 2014, Noranda, the MoOPC, the MIEC, and other parties filed a rehearing request, which was subsequently denied by the MoPSC.
In the earnings complaint case, Noranda and the residential customers asserted that Ameren Missouri’s electric service business is earning more than the 9.8% return on common equity authorized in the MoPSC's December 2012 electric rate order. The MoOPC, the MIEC, and other parties, participated in the earnings complaint case. On October 1, 2014, the MoPSC issued an order that rejected Noranda’s and the residential customers’ request in the earnings complaint case. On October 30, 2014, Noranda, the MoOPC, the MIEC, and other parties filed a rehearing request, which was subsequently denied by the MoPSC.
2014 Electric Rate Case
In July 2014, Ameren Missouri filed a request with the MoPSC seeking approval to increase its annual revenues for electric service by $264 million. The rate request seeks recovery of increased net energy costs and rebates provided for customer-installed solar generation, as well as recovery of, and a return on, additional electric infrastructure investments made for the benefit of Ameren Missouri’s customers. Plant additions to rate base since the last electric rate order are expected to total approximately $1.4 billion through the true-up date in this rate case and include electric infrastructure investments for upgrades to the electrostatic precipitators at the coal-fired Labadie energy center, the replacement of the nuclear reactor vessel head at the Callaway energy center, two new substations in St. Louis, and the O’Fallon solar energy center, among other additions. Approximately $127 million of the request relates to an increase in net energy costs above the current levels included in base rates previously authorized by the MoPSC in its December 2012 electric rate order, 95% of which, absent initiation of this general rate proceeding, would have been reflected in rate adjustments implemented under Ameren Missouri’s existing FAC. The electric rate increase request is based on a 10.4% return on common equity, a capital structure composed of 51.6% common equity, an


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electric rate base for Ameren Missouri of $7.3 billion, and a test year ended March 31, 2014, with certain pro-forma adjustments expected through the true-up date of December 31, 2014.
As a part of its filing, Ameren Missouri also requested continued use of the FAC and the regulatory tracking mechanisms for storm costs, vegetation management/ infrastructure inspection costs, pension and postretirement benefits, and uncertain income tax positions that the MoPSC previously authorized in earlier electric rate orders.
The MoPSC proceeding relating to the proposed electric service rate increase will take place over a period of up to 11 months and a decision by the MoPSC in such proceeding is expected by May 2015, with rates effective by June 2015. Ameren Missouri cannot predict the level of any electric service rate change the MoPSC may approve, when any rate change may go into effect, or whether any rate increase that may eventually be approved will be sufficient for Ameren Missouri to recover its costs and earn a reasonable return on its investments when the increase goes into effect.
In October 2014, as part of this rate case proceeding, the MoOPC, the MIEC, and other parties, filed a rate shift request that seeks to reduce Noranda’s electric rates with an offsetting increase in electric rates for Ameren Missouri’s other customers. Ameren Missouri supplies electricity to Noranda’s aluminum smelter in southeast Missouri under a 15-year agreement, that is subject to termination as early as 2020 upon at least five years notice given by either party. Termination of the agreement by Ameren Missouri would require MoPSC approval.
Accounting Authority Order
In July 2011, Ameren Missouri filed a request with the MoPSC for an accounting authority order that would allow Ameren Missouri to defer fixed costs totaling $36 million that were not previously recovered from Noranda as a result of the loss of load caused by the severe 2009 ice storm for potential recovery in a future electric rate case. In November 2013, the MoPSC issued an accounting authority order that allowed Ameren Missouri to seek recovery of these fixed costs in an electric rate case. Ameren Missouri’s July 2014 electric rate case filing requested recovery of these fixed costs over five years. In February 2014, the MIEC and the MoOPC filed appeals of the MoPSC’s November 2013 accounting authority order with the Missouri Court of Appeals, Western District. Ameren Missouri has not recorded any potential revenue associated with this accounting authority order.
Illinois
IEIMA
Under the provisions of the IEIMA, Ameren Illinois’ electric delivery service rates are subject to an annual revenue requirement reconciliation to its actual costs. Throughout each year, Ameren Illinois records a regulatory asset or a regulatory liability and a corresponding increase or decrease to operating revenues for any differences between the revenue requirement in
 
effect for customer billings for that year and its estimate of the probable increase or decrease in the revenue requirement expected to ultimately be approved by the ICC based on that year's actual costs incurred. As of September 30, 2014, Ameren Illinois had recorded regulatory assets of $76 million and $64 million, respectively, to reflect its expected 2014 and 2013 revenue requirement reconciliation adjustments, with interest. As of September 30, 2014, Ameren Illinois had recorded a regulatory liability of $13 million to reflect its 2012 revenue requirement reconciliation adjustment, with interest, which is being refunded to customers during 2014.
In December 2013, the ICC issued an order in Ameren Illinois' annual formula rate update filing, which was based on 2012 recoverable costs and expected net plant additions for 2013. The ICC order established rates for 2014. In February 2014, Ameren Illinois filed an appeal to the Appellate Court of the Fourth District of Illinois regarding the rate treatment of accumulated deferred income taxes related to the transfer of former Ameren Missouri electric assets located in Illinois to Ameren Illinois.
In April 2014, Ameren Illinois filed with the ICC its annual electric delivery service formula rate update to establish the revenue requirement used to set rates for 2015. Pending ICC approval, Ameren Illinois’ update filing, as revised in July 2014, will result in a $205 million increase in Ameren Illinois’ electric delivery service revenue requirement beginning in January 2015. This update reflects an increase to the annual formula rate based on 2013 actual costs and expected net plant additions for 2014, an increase to include the annual reconciliation of the revenue requirement in effect for 2013 to the actual costs incurred in that year, and an increase resulting from the conclusion of a refund to customers in 2014 for the 2012 revenue requirement reconciliation. In August 2014, the ICC staff submitted its revised calculation of the revenue requirement. The ICC staff recommended a $205 million increase in Ameren Illinois’ electric delivery service revenue requirement. Other intervenors requested an electric delivery service revenue requirement up to $7 million lower than the revenue requirement recommended by the ICC staff. In October 2014, the administrative law judges issued a proposed order that reflected an increase to Ameren Illinois’ electric delivery service revenue requirement of $204 million. A final ICC decision on this April 2014 filing is expected by December 2014.
2013 Natural Gas Delivery Service Rate Case
In December 2013, the ICC issued a rate order that approved an increase in revenues for natural gas delivery service of $32 million. The revenue increase was based on a 9.1% return on common equity, a capital structure composed of 51.7% common equity, and a rate base of $1.1 billion. The rate order was based on a 2014 future test year. The rate changes became effective January 1, 2014. In March 2014, Ameren Illinois filed an appeal of the allowed return on common equity included in the ICC's order and also appealed the rate treatment of accumulated deferred income taxes related to the transfer of former Ameren Missouri natural gas assets located in Illinois to Ameren Illinois


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with the Appellate Court of the Fourth District of Illinois. Ameren Illinois sought a 10.4% return on common equity in this rate case.
ATXI Transmission Project
The Spoon River project in northwest Illinois is a MISO-approved transmission line project. In August 2014, ATXI made a filing with the ICC requesting a certificate of public convenience and necessity and project approval for the Spoon River project. A decision is expected from the ICC in 2015. A certificate of public convenience and necessity is required before ATXI can proceed with right-of-way acquisition.
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 with no material impact on net income. In March 2011, FERC issued an order authorizing the proposed rates to take effect, subject to refund when the final rates are determined. In November 2012, a FERC administrative law judge issued an initial decision finding that refunds were due to the wholesale customers. In September 2014, FERC issued an order affirming certain findings in the initial decision. Ameren and Ameren Illinois recognized in “Current regulatory liabilities” an estimate of $24 million and $13 million as of September 30, 2014, and December 31, 2013, respectively, for the refund due to the wholesale customers relating to billings since March 2011. In October 2014, Ameren Illinois refunded $24 million, including interest, to the wholesale customers and requested a rehearing on certain aspects of the order.
Ameren Illinois Electric Transmission Rate Refund
In July 2012, FERC issued an order concluding that Ameren Illinois improperly included acquisition premiums, including goodwill, in determining the common equity used in its electric transmission formula rate, and thereby inappropriately recovered a higher amount from its electric transmission customers. The order required Ameren Illinois to make refunds to customers for such improperly included amounts. In August 2012, Ameren Illinois filed a request for a rehearing of this order.
Ameren Illinois submitted a refund report in November 2012 and concluded that no refund was warranted. Several wholesale customers filed a protest with FERC regarding Ameren Illinois’ conclusion that no refund was warranted. In June 2013, FERC issued an order that rejected Ameren Illinois' November 2012 refund report and provided guidance as to the filing of a new refund report. In July 2013, Ameren Illinois filed a revised refund report based on the guidance provided in the June 2013 order, as well as a request for a rehearing of that order. Ameren Illinois' July 2013 refund report also concluded that no refund was warranted.
 
In June 2014, FERC issued an order that denied Ameren Illinois’ rehearing requests of the July 2012 order and the June 2013 order. Separately, in June 2014, FERC issued an order that established hearing and settlement procedures for Ameren Illinois’ July 2013 refund report. In July 2014, Ameren Illinois filed an appeal of FERC’s orders denying rehearing of the July 2012 and June 2013 orders with the United States Court of Appeals for the District of Columbia Circuit. Also in July 2014, Ameren Illinois separately filed a request for rehearing with FERC of its June 2014 order regarding the July 2013 refund report.
Ameren Illinois estimates the maximum pretax charge to earnings for this possible refund obligation through December 31, 2014, would be $19 million, before interest charges. For the nine months ended September 30, 2014, Ameren and Ameren Illinois recorded a $4 million reduction to “Operating Revenues - Electric” with a corresponding increase to “Current regulatory liabilities” for its estimate of the refund due to electric transmission customers based on the June 2014 order. If Ameren Illinois were to determine that a refund to its electric transmission customers in excess of the amount already recorded is probable, an additional charge to earnings would be recorded in the period in which that determination is made.
FERC Complaint Case
In November 2013, a customer group filed a complaint case with FERC seeking a reduction in the allowed base return on common equity for FERC-regulated MISO transmission rate base to 9.15%, as well as a limit on the common equity ratio, under the MISO tariff. Currently, the FERC-allowed base return on common equity for MISO transmission owners is 12.38%. In October 2014, FERC issued an order establishing settlement procedures and, if necessary, hearing procedures regarding the allowed base return on common equity and denied all other aspects of the MISO complaint case. This complaint case could result in a reduction to Ameren Illinois' and ATXI's allowed base return on common equity, which would result in a refund for transmission service revenues earned from the refund effective date of November 12, 2013.
In October 2014, FERC issued an order, which confirmed its June 2014 order, reducing the allowed base return on common equity for New England transmission owners from 11.14% to 10.57%, with rate incentives allowed up to 11.74%. The FERC orders in the New England transmission owners’ case applied observable market data from October 2012 to March 2013 to determine the allowed base return on common equity. FERC expects the evidence and the calculation used in the New England transmission owners’ case to guide its decision in the MISO complaint case. The calculation FERC will use to establish the allowed base return on common equity, which is based on a unique time period for each complaint case, will require multiple inputs based on observable market data specific to the utility industry and broader macroeconomic data. The unique time period of observable market data for the MISO complaint case has not been established by FERC. Due to the wide range of potential outcomes and significant uncertainty regarding the value of inputs required in FERC’s calculation, the Ameren


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Companies cannot reasonably estimate the impact, if any, that a resolution in the MISO complaint case could have on their allowed base return on common equity.
On November 6, 2014, we filed a request with FERC to include an incentive adder of up to 50 basis points for participation in an RTO on the allowed base return on common equity. The filing requests a November 7, 2014 effective date and seeks authorization to defer collection of the incentive adder until after the issuance of the final order addressing the pending MISO complaint case discussed above. FERC is required to issue an order within 60 days of our filing.
If MISO’s allowed base return on common equity was lowered to 10.57%, as established in the New England transmission owners’ case, with no additional rate incentives, the required refund for Ameren and Ameren Illinois would be $14 million and $11 million, respectively, from the refund effective date of November 12, 2013 through September 30, 2014. The estimated annual reduction in revenues if the MISO return on common equity was 10.57% for Ameren and Ameren Illinois would be $16 million and $12 million, respectively. Ameren Missouri would not expect that a reduction in the FERC-allowed base return on common equity for MISO transmission owners would be material to its results of operations, financial position or liquidity. If Ameren and Ameren Illinois were to determine that a refund to their electric transmission customers could be reasonably estimated, a charge to earnings would be recorded for the refund in the period in which that determination is made.
Ameren Missouri Power Purchase Agreement with Entergy
Beginning in 2005, FERC issued a series of orders addressing a complaint filed in 2001 by the Louisiana Public Service Commission against Entergy and certain of its affiliates. The complaint alleged unjust and unreasonable cost allocations. As a result of the FERC orders, Entergy began billing Ameren Missouri in 2007 for additional charges under a 165-megawatt power purchase agreement, which expired August 31, 2009. In May 2012, FERC issued an order stating that Entergy should not have included additional charges to Ameren Missouri under the power purchase agreement. Pursua