Fitch Downgrades Ameren Genco to 'CC'; Revises Ameren Illinois' Outlook to Stable

  Fitch Downgrades Ameren Genco to 'CC'; Revises Ameren Illinois' Outlook to
  Stable

Business Wire

NEW YORK -- January 28, 2013

Fitch Ratings has downgraded the Issuer Default Rating (IDR) of Ameren Energy
Generating Company (Genco) to 'CC' from 'B-' and removed the Negative Rating
Outlook. According to Fitch's ratings definitions, a 'CC' rating implies a
very high level of credit risk such that default of some kind appears
probable.

Fitch has also downgraded Genco's senior unsecured debt ratings to 'CCC-/RR3'
from 'B+/RR2', based on an updated recovery valuation. Fitch has affirmed the
'BBB' IDR of Ameren Corp. (AEE), 'BBB+' IDR of Union Electric Company (UE),
and the 'BBB-' IDR of Ameren Illinois Company (AIC). Fitch revised AIC's
Outlook to Stable from Positive. The Rating Outlook for both AEE and UE
remains Stable. A full list of rating actions follows at the end of this
release.

The downgrade to Genco's IDR reflects Fitch's belief that, absent parental
support or access to external borrowings, the merchant's business model, in
the long-run, is not sustainable.

The ratings recognize that Genco's parent holding company, AEE, no longer
intends to provide financial support to Genco, including funding for the 2018
debt maturity of $300 million, and the significant capital spending required
at the Newton coal-fired plant to be compliant with Illinois environmental
regulations.

Genco has the ability to exercise a put option that permits the company to
sell three gas-fired plants to an affiliate for the greater of $100 million or
fair market value. While the cash inflow from monetizing the plants would
provide financial flexibility, the core fundamentals of the business remain
weak, driven by sustained depressed power markets, prolonged low natural gas
prices, and anemic customer demand.

Fitch considers the exit from the merchant business to be credit positive to
AEE as it lowers the company's business risk and allows it to focus on growing
its more stable and predictable regulated utility businesses.

The revision of AIC's Outlook reflects the unfavorable rate decisions decided
in late 2012 in the company's first two formula rate plan (FRP) proceedings,
suggesting Illinois continues to be a challenging regulatory environment, in
Fitch's view. The first two rate decisions resulted in an aggregate $53
million electric distribution rate reduction.

In light of the ICC's rate decisions, particularly reliance on an average
rather than year-end rate base, Fitch expects regulatory lag to persist. The
methodology to calculate rate base and capital structure are on appeal.

Under the FRP framework, AIC is required to invest more than $600 million over
10 years, above historical levels, in its transmission and distribution
systems, with recovery of these investments to occur in the context of annual
FRP proceedings, subject to ICC approval. AIC announced it is likely to defer
approximately $30 million of infrastructure capex in 2013, until more clarity
is provided in future FRP proceedings.

Fitch expects AIC's credit protection measures to be strong for the current
rating category in the forecast period. Fitch expects FFO-to-interest to
average 4.5x and FFO-to-debt 21% over 2013-2015. Those credit metrics alone
would likely warrant a one-notch upgrade, but Fitch remains concerned about
future rate proceedings. Fitch will closely monitor the next FRP proceeding to
be filed in May 2013. A more constructive outcome could lead to a one-notch
upgrade.

Fitch expects UE's credit protection measures to remain adequate for the
current rating category and in line with utility peers with a similar risk
profile. Fitch forecasts FFO-to-interest to average 5.1x and
EBITDA-to-interest 5.2x over 2013-2015. FFO-to-debt is projected to average
23.1% and Debt-to-EBITDA 3.4x over the same time frame. UE's financial profile
is bolstered by the recent balanced outcomes of its last four rate cases.

On Dec. 12, 2012, the Missouri Public Service Commission (PSC) authorized UE
an electric rate increase of $259.6 million, approximately 80% of the
company's updated request. The tariff increase is based on a 9.8% ROE, and a
52.3% common equity ratio. The PSC permitted UE to continue to use its fuel
adjustment clause, subject to existing sharing provisions, and its vegetation
management/infrastructure inspection tracker. The PSC also allowed UE to
implement a storm cost tracker. Regulatory lag remains an issue in Missouri.
The PSC relies on an historical test year with limited post-test year
adjustments, and is prohibited from allowing construction work in progress
(CWIP) in rate base.

UE plans on spending approximately $3.2 billion in capital investments over
2012-2016, including $2.8 billion in utility infrastructure and energy
efficiency, and $400 million in pollution control equipment at its coal-fired
plants. Fitch considers capex to be manageable.

Fitch forecasts AEE's consolidated credit protection measures to be in line
with Fitch's target ratios for the current rating category. Fitch expects
EBITDA-to-interest to average 4.4x and FFO-to-interest 4.3x over 2013-2015.
Debt-to-EBITDA is projected to average 3.8x and FFO-to-debt 19.9% over the
same time frame. Importantly, these ratios incorporate the negative effect of
Genco's financial results. It is likely that, on a deconsolidated basis, AEE's
credit metrics would be stronger than currently forecasted, which Fitch would
take into consideration in its next credit review. AEE's credit protection
measures are supported by current and projected utility tariff increases, and
relatively low leverage at the parent level and utilities.

Fitch considers AEE's liquidity to be strong. The funding needs of AEE's
regulated subsidiaries are supported through the use of available cash,
short-term intercompany borrowings, drawings under the bank credit facility,
and inter-company money pools. In November 2012, AEE renewed a $2.1 billion
credit facility that matures in November 2017. Under the 2012 Missouri bank
credit agreement, $1 billion is available for borrowing, and under the 2012
Illinois credit agreement, total available for borrowing equates to $1.1
billion. As of Sept. 30, 2012, AEE had approximately $2.38 billion of
available total liquidity, including $298 million of cash and cash equivalents
and $2.08 of unused credit facility borrowing.

Consolidated debt maturities are considered to be manageable with $355 million
due in 2013, $534 million due in 2014, and $120 million due in 2015.

Genco Recovery Analysis:

The unsecured debt ratings are notched above or below the IDR, as a result of
the relative recovery prospects in a hypothetical default scenario. Fitch
values the power generation assets that support the entity level debt using a
net present value analysis. The generation asset net present values vary
significantly based on future gas price assumptions and other variables, such
as the discount rate and heat rate forecasts.

For the net present valuation of generation assets used in Fitch's recovery
valuation case, Fitch uses the plant valuation provided by its third-party
power market consultant, Wood Mackenzie, as an input as well as Fitch's own
gas price deck and other assumptions.

The 'RR3' senior unsecured debt Recovery Rating indicates Fitch estimates
recovery of 51%-70%.

SENSITIVITY/RATING DRIVERS

Positive Rating Actions:

AEE: Stronger credit metrics from the exit of the merchant business could
result in a positive rating action.

UE: No positive rating action is contemplated at this time.

AIC: A constructive rate order in AIC's next FRP proceeding that indicates
less regulatory uncertainty could lead to a one-notch upgrade.

Genco: A significant turnaround in power prices and a successful execution of
the sale of power plants at prices higher than estimated by Fitch.

Negative Rating Actions:

AEE: Adverse rate orders at the utilities could pressure the ratings.

UE: Deterioration of the regulatory environment in Missouri could lead to a
rating action. The inability to earn a return of and on capital investments or
to recover capital costs on a timely basis.

AIC: Unfavorable rate outcomes in future annual FRP proceedings and the
inability to recover operating costs and capital investments on a timely basis
would have a negative effect on credit protection measures.

Genco: Further weakness in power prices would likely trigger additional
ratings downgrade

Fitch has downgraded the following ratings:

Ameren Energy Generating Company

--IDR to 'CC' from 'B-';

--Senior unsecured debt to 'CCC-/RR3' from 'B+/RR2'.

Fitch has affirmed the following ratings:

Ameren Corporation

--IDR at 'BBB'.

--Senior unsecured at 'BBB'.

--Commercial paper at 'F2';

--Short-term IDR at 'F2'.

Union Electric Company

--Long-term IDR at 'BBB+'

--Secured debt at 'A'

--Senior unsecured debt at 'A-'

--Preferred stock at 'BBB'

--Short-term IDR at 'F2'

--Commercial paper at 'F2'

Ameren Illinois Company

--Long-term IDR at 'BBB-'

--Secured debt at 'BBB+'

--Senior unsecured debt at 'BBB'

--Preferred stock at 'BB+'

--Short-term IDR at 'F3'

--Commercial Paper at 'F3'

--Senior secured pollution control revenue refunding bonds series 1998B issued
by the Illinois Development Finance Authority at 'BBB+'

--Senior unsecured pollution control revenue refunding bonds series 1993C-1
issued by the Illinois Development Finance Authority at 'BBB'

The Outlook is revised to Stable from Positive

Additional information is available at 'www.fitchratings.com'. The ratings
above were solicited by, or on behalf of, the issuer, and therefore, Fitch has
been compensated for the provision of the ratings.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology' (Aug. 8, 2012);

--'Recovery Ratings and Notching Criteria for Utilities' (May 3, 2012);

--'Rating North American Utilities, Power, Gas, and Water Companies' (May 16,
2012).

Applicable Criteria and Related Research:

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

Recovery Ratings and Notching Criteria for Utilities

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=693750

Rating North American Utilities, Power, Gas, and Water Companies

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=625129

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