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, 2014 and 2013:



	2014			2013
Ameren (Parent):
8.875% Senior unsecured notes due 2014	$	—		$	425
Less: Maturities due within one year	—			(425		)
Long-term debt, net	$	—		$	—
Ameren Missouri:
Senior secured notes:^(a)
5.50% Senior secured notes due 2014	—			104
4.75% Senior secured notes due 2015	114			114
5.40% Senior secured notes due 2016	260			260
6.40% Senior secured notes due 2017	425			425
6.00% Senior secured notes due 2018^(b)	179			179
5.10% Senior secured notes due 2018	199			199
6.70% Senior secured notes due 2019^(b)	329			329
5.10% Senior secured notes due 2019	244			244
5.00% Senior secured notes due 2020	85			85
3.50% Senior secured notes due 2024	350			—
5.50% Senior secured notes due 2034	184			184
5.30% Senior secured notes due 2037	300			300
8.45% Senior secured notes due 2039^(b)	350			350
3.90% Senior secured notes due 2042^(b)	485			485
Environmental improvement and pollution control revenue bonds:
1992 Series due 2022^(c)(d)	47			47
1993 5.45% Series due 2028^(e)	(e)			(e)
1998 Series A due 2033^(c)(d)	60			60
1998 Series B due 2033^(c)(d)	50			50
1998 Series C due 2033^(c)(d)	50			50
Capital lease obligations:
City of Bowling Green capital lease (Peno Creek CT) due 2022	54			59
Audrain County capital lease (Audrain County CT) due 2023	240			240
Total long-term debt, gross	4,005			3,764
Less: Unamortized discount and premium	(6		)	(7		)
Less: Maturities due within one year	(120		)	(109		)
Long-term debt, net	$	3,879		$	3,648



	2014			2013
Ameren Illinois:
Senior secured notes:
6.20% Senior secured notes due 2016^(f)	$	54		$	54
6.25% Senior secured notes due 2016^(g)	75			75
6.125% Senior secured notes due 2017^(g)(h)	250			250
6.25% Senior secured notes due 2018^(g)(h)	144			144
9.75% Senior secured notes due 2018^(g)(h)	313			313
2.70% Senior secured notes due 2022^(g)(h)	400			400
3.25% Senior secured notes due 2025^(g)	300			—
6.125% Senior secured notes due 2028^(g)	60			60
6.70% Senior secured notes due 2036^(g)	61			61
6.70% Senior secured notes due 2036^(f)	42			42
4.80% Senior secured notes due 2043^(g)	280			280
4.30% Senior secured notes due 2044^(g)	250			—
Environmental improvement and pollution control revenue bonds:
5.90% Series 1993 due 2023⁽ⁱ⁾	(i)			32
5.70% 1994A Series due 2024^(j)	(j)			36
5.95% 1993 Series C-1 due 2026^(k)	—			35
5.70% 1993 Series C-2 due 2026^(k)	—			8
1993 Series B-1 due 2028^(d)(k)	17			17
5.40% 1998A Series due 2028^(j)	—			19
5.40% 1998B Series due 2028^(j)	—			33
Fair-market value adjustments	—			4
Total long-term debt, gross	2,246			1,863
Less: Unamortized discount and premium	(5		)	(7		)
Less: Maturities due within one year	—			—
Long-term debt, net	$	2,241		$	1,856
Ameren consolidated long-term debt, net	$	6,120		$	5,504

(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 senior secured notes currently outstanding, 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.


(d)	The interest rates, and the periods during which such rates apply, vary depending on our selection of defined rate modes. Maximum interest rates could reach 18% depending on the series of bonds. The average interest rates for 2014 and 2013 were as follows:



	2014	2013
Ameren Missouri 1992 Series due 2022	0.10%	0.17%
Ameren Missouri 1998 Series A due 2033	0.26%	0.34%
Ameren Missouri 1998 Series B due 2033	0.27%	0.33%
Ameren Missouri 1998 Series C due 2033	0.26%	0.34%
Ameren Illinois 1993 Series B-1 due 2028	0.21%	0.14%


(e)	These bonds are first mortgage bonds issued by Ameren Missouri under the Ameren Missouri mortgage bond indenture and are secured by 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.

(f)

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 Ameren Illinois could cause these notes to become unsecured at any time by redeeming the pollution control bonds 5.90% Series 1993 due 2023 (of which less than $1 million remains outstanding). Ameren Illinois may resecure these notes if it chooses.

(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 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 senior secured notes currently outstanding, we do not expect the mortgage bond lien protection associated with these notes to fall away until 2024.


(h)	Ameren Illinois has agreed, during the life of these notes, not to optionally redeem, purchase, or otherwise retire in full its Ameren Illinois mortgage bonds; therefore, an Ameren Illinois first mortgage bond release date will not occur as long as any of these notes are outstanding.


(i)	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. Less than $1 million principal amount of the bonds remain outstanding.


(j)	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. Less than $1 million principal amount of the bonds remain outstanding.


(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, 2014:



	Ameren Missouri^(a)		Ameren Illinois^(a)		Ameren Consolidated
2015	$	120	$	—	$	120
2016	266		129		395
2017	431		250		681
2018	383		457		840
2019	581		—		581
Thereafter	2,224		1,410		3,634
Total	$	4,005	$	2,246	$	6,251


(a)	Excludes unamortized discount and premium of $6 million and $5 million at Ameren Missouri and Ameren Illinois, respectively.

All classes of Ameren Missouri’s and Ameren Illinois’ preferred stock are entitled to cumulative dividends, have voting rights, and are not subject to mandatory redemption. The preferred stock 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, which is redeemable, at the option of the issuer, at the prices shown below as of December 31, 2014 and 2013:



		Redemption Price(per share)			2014		2013
Ameren Missouri:
Without par value and stated value of $100 per share, 25 million shares authorized
$3.50 Series	130,000 shares	$	110.00		$	13	$	13
$3.70 Series	40,000 shares	104.75			4		4
$4.00 Series	150,000 shares	105.625			15		15
$4.30 Series	40,000 shares	105.00			4		4
$4.50 Series	213,595 shares	110.00		^(a)	21		21
$4.56 Series	200,000 shares	102.47			20		20
$4.75 Series	20,000 shares	102.176			2		2
$5.50 Series A	14,000 shares	110.00			1		1
Total					$	80	$	80
Ameren Illinois:
With par value of $100 per share, 2 million shares authorized
4.00% Series	144,275 shares	$	101.00		$	14	$	14
4.08% Series	45,224 shares	103.00			5		5
4.20% Series	23,655 shares	104.00			2		2
4.25% Series	50,000 shares	102.00			5		5
4.26% Series	16,621 shares	103.00			2		2
4.42% Series	16,190 shares	103.00			2		2
4.70% Series	18,429 shares	103.00			2		2
4.90% Series	73,825 shares	102.00			7		7
4.92% Series	49,289 shares	103.50			5		5
5.16% Series	50,000 shares	102.00			5		5
6.625% Series	124,274 shares	100.00			12		12
7.75% Series	4,542 shares	100.00			1		1
Total					$	62	$	62
Total Ameren					$	142	$	142


(a)	In the event of voluntary liquidation, $105.50.

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

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

Ameren filed a Form S-3 registration statement with the SEC in May 2014, authorizing the offering of 8.6 million additional shares of its common stock under DRPlus, which expires in May 2017. 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 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.

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.

From 2012 through 2014, Ameren shares for its DRPlus and its 401(k) plans were purchased in the open market.

Ameren Missouri

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

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.

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)	$	32
5.70% 1994A Series due 2024^(a)	36
1993 Series C-1 5.95% due 2026	35
1993 Series C-2 5.70% due 2026	8
5.40% 1998A Series due 2028	19
5.40% 1998B Series due 2028	33
Total amount redeemed	$	163


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

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

In December 2014, Ameren Illinois issued $300 million of 3.25% senior secured notes due March 1, 2025, with interest payable semiannually on March 1 and September 1, beginning March 1, 2015. Ameren Illinois received proceeds of $298 million, which were used to repay a portion of its short-term debt.

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, beginning June 15, 2014. Ameren Illinois received net proceeds of $276 million. The proceeds were used, together with other available cash, to repay at maturity $150 million of its 8.875% senior secured notes due December 15, 2013, and to repay its short-term debt.

Indenture Provisions and Other Covenants

Ameren Missouri’s and Ameren Illinois’ indentures and articles of incorporation include covenants and provisions related to issuances of first mortgage bonds and preferred stock. Ameren Missouri and Ameren Illinois are required to meet certain ratios to issue additional first mortgage bonds and preferred stock. A failure to achieve these ratios would not result in a default under these covenants and provisions but would restrict the companies’ ability to issue bonds or preferred stock. The following table summarizes the required and actual interest coverage ratios for interest charges, dividend coverage ratios, and bonds and preferred stock issuable as of December 31, 2014, at an assumed interest rate of 5% and dividend rate of 6%.



	Required Interest Coverage Ratio^(a)	Actual Interest Coverage Ratio	Bonds Issuable^(b)			Required Dividend Coverage Ratio^(c)	Actual Dividend Coverage Ratio	Preferred Stock Issuable
Ameren Missouri	>2.0	4.3	$	3,605		>2.5	115.1	$	2,568
Ameren Illinois	>2.0	6.4	3,358		^(d)	>1.5	2.7	208


(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 $832 million and $204 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 Missouri and Ameren Illinois and 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.” The 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 the FERC to maintain a minimum 30% ratio of common stock equity to total capitalization. As of December 31, 2014, Ameren Illinois’ ratio of common stock equity to total capitalization was 53%.

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, 2014, 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.