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.

~~2017 IRP~~ – Integrated Resource Plan, a 20-year nonbinding plan Ameren Missouri filed with the MoPSC in September 2017, that includes Ameren Missouri’s preferred approach for meeting customers’ projected long-term energy needs in a cost-effective manner while maintaining system reliability.

~~CCR Rule– Coal Combustion Residuals Rule, a rule promulgated by the EPA that established regulations for the disposal of CCR in landfills and surface impoundments.~~

Form 10-K – The combined Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, filed by the Ameren Companies with the SEC.

~~Missouri Senate Bill 564~~ – A Missouri law that resulted in certain changes to the regulation of Ameren Missouri’s electric service business. These changes include a reduction of customer rates to pass through the effect of the reduction in the federal statutory corporate income tax rate enacted under the TCJA and, at each electric utility's election, the use of PISA, among other things.

~~PISA~~ – Plant-in-service accounting, an election under Missouri Senate Bill 564 that permits electric utilities to defer and recover 85% of the depreciation expense and a weighted-average cost of capital return on rate base on certain property, plant, and equipment placed in-service after the PISA election date. The rate base on which the return is calculated incorporates qualifying capital expenditures since the PISA election date as well as changes in total accumulated depreciation excluding retirements and plant-related deferred income taxes. Accumulated PISA deferrals earn carrying costs at the weighted-average cost of capital.

~~RESRAM~~ – Renewable energy standard rate-adjustment mechanism, a cost recovery mechanism allowed under state law that, upon approval by the MoPSC, would enable Ameren Missouri to recover costs relating to compliance with Missouri's renewable energy standard, including recovery of investments in wind generation and other renewables, and earn a return on those investments not already provided for in customer rates or any other recovery mechanism by adjusting customer rates on an annual basis without a traditional regulatory rate review. RESRAM regulatory assets will earn carrying costs at short-term interest rates.

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 the effects of the TCJA,~~ and any changes in regulatory policies and ratemaking determinations, such as those that may result from the complaint case filed in February 2015 with the FERC, ~~seeking~~ a ~~reduction in~~new methodology to determine the allowed base return on common equity under the MISO tariff proposed by the FERC in November 2018, the Notices of Inquiry issued by the FERC in March 2019, Ameren Missouri’s ~~proposed RESRAM~~electric regulatory rate review filed with the MoPSC in ~~May 2018,~~July 2019, a request for appeal filed with the Missouri Supreme Court by the MoOPC in November 2019 related to Ameren Missouri’s ~~requested certificate~~RESRAM, Ameren Missouri’s request for deferral accounting treatment of ~~convenience~~maintenance expenses related to scheduled Callaway refueling and ~~necessity for a wind generation facility~~maintenance outages filed with the MoPSC in October ~~2018,~~2019, Ameren ~~Missouri’s proposed customer~~Illinois’ April 2019 annual electric distribution formula rate update filing, Ameren Illinois’ May 2019 annual electric energy-efficiency ~~plan under the MEEIA filed with the MoPSC in June 2018 and revised in October 2018,~~formula rate update, and future regulatory, judicial, or legislative actions that change regulatory recovery mechanisms;

the effect of Ameren Illinois’ participation in performance-based formula ratemaking frameworks under the IEIMA and the FEJA, including the direct relationship between Ameren Illinois' return on common equity and the 30-year United States Treasury bond yields, and the related financial commitments;

the effect of ~~the implementation of~~ Missouri Senate Bill 564 on Ameren Missouri, including customer rate caps pursuant to Ameren Missouri’s election to use ~~PISA and the resulting customer rates caps;~~PISA;

the effects of changes in federal, state, or local laws and other governmental actions, including monetary, fiscal, and energy policies;

the effects of changes in federal, state, or local tax laws, regulations, interpretations, or rates, amendments or technical corrections to the TCJA, and ~~any~~ challenges to the tax positions taken by the Ameren ~~Companies;~~Companies, if any;

the effects on demand for our services resulting from technological advances, including advances in customer energy efficiency, energy storage, and private generation sources, which generate electricity at the site of consumption and are becoming more cost-competitive;

the effectiveness of Ameren Missouri’s customer energy-efficiency programs and the related revenues and performance incentives earned under its MEEIA ~~programs, including Ameren Missouri’s proposed customer energy-efficiency plan filed with the MoPSC in June 2018 and revised in October 2018;~~

programs;

Ameren Illinois’ ability to achieve the performance standards applicable to its electric distribution business and the FEJA electric customer energy-efficiency goals and the resulting impact on its allowed return on ~~program investments;~~equity;

our ability to align overall spending, both operating and capital, with frameworks established by our regulators and to recover these costs in a timely manner in our attempt to earn our allowed returns on equity;

the cost and availability of fuel, such as ultra-low-sulfur coal, natural gas, and enriched uranium used to produce electricity; the cost and availability of purchased power, zero emission credits, renewable energy credits, and natural gas for distribution; and the level and volatility of future market prices for such commodities and credits, including our ability to recover the costs for such commodities and credits and our customers’ tolerance for any related price increases;

disruptions in the delivery of fuel, failure of our fuel suppliers to provide adequate quantities or quality of fuel, or lack of adequate inventories of fuel, including nuclear fuel assemblies from the one NRC-licensed supplier of Ameren Missouri’s Callaway energy center’s assemblies;

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

the ability to obtain sufficient insurance, including insurance for Ameren Missouri’s Callaway energy center, or, in the absence of insurance, the ability to recover uninsured losses from our customers;

the impact of cyberattacks on us or our suppliers, which could, among other things, result in the loss of operational control of energy centers and electric and natural gas transmission and distribution systems and/or the loss of data, such as customer, employee, financial, and operating system information;

business and economic conditions, including their impact on interest rates, collection of our receivable balances, and demand for our products;

disruptions of the capital markets, deterioration in credit metrics of the Ameren Companies, including as a result of the implementation of the TCJA, or other events that may have an adverse effect on the cost or availability of capital, including short-term credit and liquidity;

the actions of credit rating agencies and the effects of such actions;

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

the impact of weather conditions and other natural phenomena on us and our customers, including the impact of system outages;

the construction, installation, performance, and cost recovery of generation, transmission, and distribution assets;

the effects of ~~breakdowns or~~ failures of equipment in the operation of natural gas transmission and distribution systems and storage facilities, such as leaks, explosions, and mechanical problems, and compliance with natural gas safety regulations;

the effects of failures of electric generation, transmission, or distribution equipment or facilities, which could result in unanticipated liabilities or unplanned outages;

the operation of Ameren Missouri’s Callaway energy center, including planned and unplanned outages, and decommissioning costs;

•

the impact of current environmental ~~regulations~~laws and new, more stringent, or changing requirements, including those related to the effect of NSR and Clean Air Act litigation, CO₂ and the ~~proposed repeal and replacement of the Clean Power Plan and potential~~ adoption and implementation of the Affordable Clean Energy Rule, other emissions and discharges, cooling water intake structures, CCR, and energy efficiency, that could limit or terminate the operation of certain of Ameren Missouri’s energy centers, increase our operating 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 and Illinois and with the zero emission standard in Illinois;

Ameren Missouri’s ability to acquire wind and other renewable energy generation facilities and recover its cost of investment and related return in a timely manner, which is affected by the ability to obtain all necessary project approvals; the availability of federal production and investment tax credits related to renewable energy and Ameren Missouri’s ability to use such credits; the cost of wind and solar generation technologies; and Ameren Missouri’s ability to obtain timely interconnection agreements with MISO or other RTOs ~~including the costs of such interconnections; and the implementation of a RESRAM;~~at an acceptable cost for each facility;

labor disputes, work force reductions, changes in future wage and employee benefits costs, including those resulting from changes in discount rates, mortality tables, returns on benefit plan assets, and other assumptions;

the impact of negative opinions of us or our utility services that our customers, legislators, or regulators may have or develop, which could result from a variety of factors, including failures in system reliability, failure to implement our investment plans or to protect sensitive customer information, increases in rates, or negative media coverage;

the impact of adopting new accounting guidance;

the effects of strategic initiatives, including mergers, acquisitions, and divestitures;

legal and administrative proceedings;

the impact of cyberattacks, which could, among other things, result in the loss of operational control of energy centers and electric and natural gas transmission and distribution systems and/or the loss of data, such as customer, employee, financial, and operating system information; and

acts of sabotage, war, terrorism, or other intentionally disruptive acts.

New factors emerge from time to time, and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement. Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Except to the extent required by the federal securities laws, we undertake no obligation to update or revise publicly any forward-looking statements to reflect new information or future events.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

AMEREN CORPORATION

CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME

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


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017		2019		2018		2019		2018
Operating Revenues:
Electric	$	1,590	$	1,594	$	4,209	$	4,183	$	1,528	$	1,590	$	3,928	$	4,209
Natural gas	134		129		663		592		131		134		666		663
Total operating revenues	1,724		1,723		4,872		4,775		1,659		1,724		4,594		4,872
Operating Expenses:
Fuel	216		199		590		594		147		216		409		590
Purchased power	148		163		453		493		148		148		440		453
Natural gas purchased for resale	30		25		252		196		31		30		236		252
Other operations and maintenance	429		413		1,299		1,262		434		429		1,301		1,299
Depreciation and amortization	241		225		713		668		248		241		745		713
Taxes other than income taxes	127		129		374		364		131		127		375		374
Total operating expenses	1,191		1,154		3,681		3,577		1,139		1,191		3,506		3,681
Operating Income	533		569		1,191		1,198		520		533		1,088		1,191
Other Income, Net	32		23		84		61		34		32		99		84
Interest Charges	101		97		302		295		96		101		290		302
Income Before Income Taxes	464		495		973		964		458		464		897		973
Income Taxes	105		205		221		376		92		105		158		221
Net Income	359		290		752		588		366		359		739		752
Less: Net Income Attributable to Noncontrolling Interests	2		2		5		5		2		2		5		5
Net Income Attributable to Ameren Common Shareholders	$	357	$	288	$	747	$	583	$	364	$	357	$	734	$	747


Net Income	$	359	$	290	$	752	$	588	$	366	$	359	$	739	$	752
Other Comprehensive Income, Net of Taxes
Pension and other postretirement benefit plan activity, net of income taxes of $-, $-, $-, and $1, respectively	2		—		1		2
Pension and other postretirement benefit plan activity, net of income taxes of $-, $-, $-, and $-, respectively									—		2		1		1
Comprehensive Income	361		290		753		590		366		361		740		753
Less: Comprehensive Income Attributable to Noncontrolling Interests	2		2		5		5		2		2		5		5
Comprehensive Income Attributable to Ameren Common Shareholders	$	359	$	288	$	748	$	585	$	364	$	359	$	735	$	748


Earnings per Common Share – Basic	$	1.46	$	1.19	$	3.06	$	2.40	$	1.48	$	1.46	$	2.99	$	3.06

Earnings per Common Share – Diluted	$	1.45	$	1.18	$	3.04	$	2.39	$	1.47	$	1.45	$	2.97	$	3.04

Dividends per Common Share	$	0.4575	$	0.4400	$	1.3725	$	1.3200
Weighted-average Common Shares Outstanding – Basic	244.1		242.6		243.6		242.6		245.9		244.1		245.5		243.6
Weighted-average Common Shares Outstanding – Diluted	246.3		244.7		245.5		244.0		247.5		246.3		247.0		245.5

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

AMEREN CORPORATION

CONSOLIDATED BALANCE SHEET

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


	September 30, 2018			December 31, 2017			September 30, 2019			December 31, 2018
ASSETS
Current Assets:
Cash and cash equivalents	$	11		$	10		$	20		$	16
Accounts receivable – trade (less allowance for doubtful accounts of $22 and $19, respectively)	605			445
Accounts receivable – trade (less allowance for doubtful accounts of $19 and $18, respectively)							478			463
Unbilled revenue	260			323			273			295
Miscellaneous accounts receivable	84			70			56			79
Inventories	525			522			488			483
Current regulatory assets	72			144			74			134
Other current assets	83			98			106			63
Total current assets	1,640			1,612			1,495			1,533
Property, Plant, and Equipment, Net	22,379			21,466			23,894			22,810
Investments and Other Assets:
Nuclear decommissioning trust fund	752			704			798			684
Goodwill	411			411			411			411
Regulatory assets	1,130			1,230			1,168			1,127
Other assets	647			522			780			650
Total investments and other assets	2,940			2,867			3,157			2,872
TOTAL ASSETS	$	26,959		$	25,945		$	28,546		$	27,215
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	649		$	841		$	336		$	580
Short-term debt	521			484			544			597
Accounts and wages payable	591			902			598			817
Taxes accrued	154			52			164			53
Interest accrued	108			99
Customer deposits	126			108
Current regulatory liabilities	114			128			121			149
Other current liabilities	317			326			522			491
Total current liabilities	2,580			2,940			2,285			2,687
Long-term Debt, Net	7,614			7,094			8,651			7,859
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net	2,692			2,506
Accumulated deferred investment tax credits	45			49
Accumulated deferred income taxes and investment tax credits, net							2,902			2,666
Regulatory liabilities	4,652			4,387			4,845			4,637
Asset retirement obligations	640			638			671			627
Pension and other postretirement benefits	529			545			522			558
Other deferred credits and liabilities	409			460			466			408
Total deferred credits and other liabilities	8,967			8,585			9,406			8,896
Commitments and Contingencies (Notes 2, 9, and 10)
Ameren Corporation Shareholders’ Equity:
Common stock, $.01 par value, 400.0 shares authorized – shares outstanding of 244.2 and 242.6, respectively	2			2
Common stock, $.01 par value, 400.0 shares authorized – shares outstanding of 246.0 and 244.5, respectively							2			2
Other paid-in capital, principally premium on common stock	5,598			5,540			5,673			5,627
Retained earnings	2,073			1,660			2,408			2,024
Accumulated other comprehensive loss	(17		)	(18		)	(21		)	(22		)
Total Ameren Corporation shareholders’ equity	7,656			7,184			8,062			7,631
Noncontrolling Interests	142			142			142			142
Total equity	7,798			7,326			8,204			7,773
TOTAL LIABILITIES AND EQUITY	$	26,959		$	25,945		$	28,546		$	27,215

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

													AMEREN CORPORATION	CONSOLIDATED STATEMENT OF CASH FLOWS	(Unaudited) (In millions)
	Nine Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2019			2018
Cash Flows From Operating Activities:
Net income	$	752		$	588		$	739		$	752
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	699			653			745			699
Amortization of nuclear fuel	71			71			56			71
Amortization of debt issuance costs and premium/discounts	16			16			14			16
Deferred income taxes and investment tax credits, net	212			366			144			212
Allowance for equity funds used during construction	(25		)	(16		)	(20		)	(25		)
Stock-based compensation costs	15			12			15			15
Other	21			(7		)	(11		)	21
Changes in assets and liabilities:
Receivables	(129		)	(59		)	10			(129		)
Inventories	(4		)	(20		)	(4		)	(4		)
Accounts and wages payable	(198		)	(183		)	(205		)	(198		)
Taxes accrued	92			138			118			92
Regulatory assets and liabilities	213			89			147			213
Assets, other	(2		)	18			(56		)	(2		)
Liabilities, other	(45		)	12			11			(45		)
Pension and other postretirement benefits	(2		)	(31		)	(35		)	(2		)
Net cash provided by operating activities	1,686			1,647			1,668			1,686
Cash Flows From Investing Activities:
Capital expenditures	(1,689		)	(1,523		)	(1,761		)	(1,689		)
Nuclear fuel expenditures	(30		)	(52		)	(26		)	(30		)
Purchases of securities – nuclear decommissioning trust fund	(172		)	(187		)	(192		)	(172		)
Sales and maturities of securities – nuclear decommissioning trust fund	159			175			184			159
Purchase of bonds							(207		)	—
Proceeds from sale of remarketed bonds							207			—
Other	13			3			(3		)	13
Net cash used in investing activities	(1,719		)	(1,584		)	(1,798		)	(1,719		)
Cash Flows From Financing Activities:
Dividends on common stock	(334		)	(320		)	(350		)	(334		)
Dividends paid to noncontrolling interest holders	(5		)	(5		)	(5		)	(5		)
Short-term debt, net	36			(112		)	(53		)	36
Maturities of long-term debt	(522		)	(425		)	(329		)	(522		)
Issuances of long-term debt	853			849			900			853
Issuances of common stock	56			—			54			56
Repurchases of common stock for stock-based compensation	—			(24		)
Employee payroll taxes related to stock-based compensation	(19		)	(15		)	(29		)	(19		)
Debt issuance costs	(9		)	(5		)	(10		)	(9		)
Other	1			(1		)	—			1
Net cash provided by (used in) financing activities	57			(58		)
Net cash provided by financing activities							178			57
Net change in cash, cash equivalents, and restricted cash	24			5			48			24
Cash, cash equivalents, and restricted cash at beginning of year	68			52			107			68
Cash, cash equivalents, and restricted cash at end of period	$	92		$	57		$	155		$	92

Noncash financing activity – Issuance of common stock for stock-based compensation	$	35		$	—

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

AMEREN CORPORATION CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) (In millions, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Common Stock	$	2		$	2		$	2		$	2

Other Paid-in Capital:
Beginning of period	5,649			5,576			5,627			5,540
Shares issued under the DRPlus and 401(k) plan	17			16			54			56
Stock-based compensation activity	7			6			(8		)	2
Other paid-in capital, end of period	5,673			5,598			5,673			5,598

Retained Earnings:
Beginning of period	2,161			1,827			2,024			1,660
Net income attributable to Ameren common shareholders	364			357			734			747
Dividends	(117		)	(111		)	(350		)	(334		)
Retained earnings, end of period	2,408			2,073			2,408			2,073

Accumulated Other Comprehensive Income (Loss):
Deferred retirement benefit costs, beginning of period	(21		)	(19		)	(22		)	(18		)
Change in deferred retirement benefit costs	—			2			1			1
Deferred retirement benefit costs, end of period	(21		)	(17		)	(21		)	(17		)
Total accumulated other comprehensive loss, end of period	(21		)	(17		)	(21		)	(17		)
Total Ameren Corporation Shareholders’ Equity	$	8,062		$	7,656		$	8,062		$	7,656

Noncontrolling Interests:
Beginning of period	142			142			142			142
Net income attributable to noncontrolling interest holders	2			2			5			5
Dividends paid to noncontrolling interest holders	(2		)	(2		)	(5		)	(5		)
Noncontrolling interests, end of period	142			142			142			142
Total Equity	$	8,204		$	7,798		$	8,204		$	7,798


Common stock shares outstanding at beginning of period	245.8			244.0			244.5			242.6
Shares issued under the DRPlus and 401(k) plan	0.2			0.2			0.7			0.9
Shares issued for stock-based compensation	—			—			0.8			0.7
Common stock shares outstanding at end of period	246.0			244.2			246.0			244.2

Dividends per common share	$	0.4750		$	0.4575		$	1.4250		$	1.3725

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

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

STATEMENT OF INCOME

(Unaudited) (In millions)


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017		2019		2018		2019		2018
Operating Revenues:
Electric	$	1,111	$	1,099	$	2,782	$	2,758	$	1,040	$	1,111	$	2,517	$	2,782
Natural gas	18		17		94		83		19		18		98		94
Total operating revenues	1,129		1,116		2,876		2,841		1,059		1,129		2,615		2,876
Operating Expenses:
Fuel	216		199		590		594		147		216		409		590
Purchased power	49		43		131		203		49		49		160		131
Natural gas purchased for resale	5		4		37		29		6		5		41		37
Other operations and maintenance	234		229		707		672		242		234		720		707
Depreciation and amortization	137		134		411		399		138		137		417		411
Taxes other than income taxes	94		95		258		255		96		94		256		258
Total operating expenses	735		704		2,134		2,152		678		735		2,003		2,134
Operating Income	394		412		742		689		381		394		612		742
Other Income, Net	16		16		45		48		15		16		43		45
Interest Charges	50		50		152		157		44		50		136		152
Income Before Income Taxes	360		378		635		580		352		360		519		635
Income Taxes	65		143		132		218		51		65		70		132
Net Income	295		235		503		362		301		295		449		503
Preferred Stock Dividends	1		1		3		3		1		1		3		3
Net Income Available to Common Shareholder	$	294	$	234	$	500	$	359	$	300	$	294	$	446	$	500

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

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

BALANCE SHEET

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


	September 30, 2018		December 31, 2017		September 30, 2019		December 31, 2018
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	—	$	—
Advances to money pool	28		—
Accounts receivable – trade (less allowance for doubtful accounts of $8 and $7, respectively)	331		200		243		223
Accounts receivable – affiliates	16		11		20		14
Unbilled revenue	153		165		156		155
Miscellaneous accounts receivable	61		35		41		42
Inventories	385		388		356		358
Current regulatory assets	28		56
Other current assets	40		50		66		40
Total current assets	1,042		905		882		832
Property, Plant, and Equipment, Net	11,933		11,751		12,452		12,103
Investments and Other Assets:
Nuclear decommissioning trust fund	752		704		798		684
Regulatory assets	351		395		358		366
Other assets	305		288		370		306
Total investments and other assets	1,408		1,387		1,526		1,356
TOTAL ASSETS	$	14,383	$	14,043	$	14,860	$	14,291
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	336	$	384	$	336	$	580
Short-term debt	—		39		144		55
Accounts and wages payable	246		475		261		428
Accounts payable – affiliates	90		60		126		69
Taxes accrued	138		30		148		27
Interest accrued	62		54
Current regulatory liabilities	48		19
Other current liabilities	115		103		240		243
Total current liabilities	1,035		1,164		1,255		1,402
Long-term Debt, Net	3,668		3,577		3,779		3,418
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net	1,636		1,650
Accumulated deferred investment tax credits	44		48
Accumulated deferred income taxes and investment tax credits, net					1,619		1,576
Regulatory liabilities	2,799		2,664		2,860		2,799
Asset retirement obligations	636		634		667		623
Pension and other postretirement benefits	204		213		211		228
Other deferred credits and liabilities	5		12		44		16
Total deferred credits and other liabilities	5,324		5,221		5,401		5,242
Commitments and Contingencies (Notes 2, 8, 9, and 10)
Shareholders’ Equity:
Common stock, $5 par value, 150.0 shares authorized – 102.1 shares outstanding	511		511		511		511
Other paid-in capital, principally premium on common stock	1,858		1,858		1,903		1,903
Preferred stock	80		80		80		80
Retained earnings	1,907		1,632		1,931		1,735
Total shareholders’ equity	4,356		4,081		4,425		4,229
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	14,383	$	14,043	$	14,860	$	14,291

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

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

STATEMENT OF CASH FLOWS

(Unaudited) (In millions)


	Nine Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2019			2018
Cash Flows From Operating Activities:
Net income	$	503		$	362		$	449		$	503
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	398			384			419			398
Amortization of nuclear fuel	71			71			56			71
Amortization of debt issuance costs and premium/discounts	4			5			4			4
Deferred income taxes and investment tax credits, net	4			55			(9		)	4
Allowance for equity funds used during construction	(19		)	(15		)	(14		)	(19		)
Other	14			4			10			14
Changes in assets and liabilities:
Receivables	(156		)	(117		)	(32		)	(156		)
Inventories	3			(3		)	3			3
Accounts and wages payable	(168		)	(151		)	(153		)	(168		)
Taxes accrued	148			160			148			148
Regulatory assets and liabilities	149			48			5			149
Assets, other	—			19			(37		)	—
Liabilities, other	7			4			(4		)	7
Pension and other postretirement benefits	3			(7		)	(5		)	3
Net cash provided by operating activities	961			819			840			961
Cash Flows From Investing Activities:
Capital expenditures	(664		)	(533		)	(751		)	(664		)
Nuclear fuel expenditures	(30		)	(52		)	(26		)	(30		)
Purchases of securities – nuclear decommissioning trust fund	(172		)	(187		)	(192		)	(172		)
Sales and maturities of securities – nuclear decommissioning trust fund	159			175			184			159
Purchase of bonds							(207		)	—
Proceeds from sale of remarketed bonds							207			—
Money pool advances, net	(28		)	143			—			(28		)
Net cash used in investing activities	(735		)	(454		)	(785		)	(735		)
Cash Flows From Financing Activities:
Dividends on common stock	(225		)	(332		)	(250		)	(225		)
Dividends on preferred stock	(3		)	(3		)	(3		)	(3		)
Short-term debt, net	(39		)	—			89			(39		)
Maturities of long-term debt	(378		)	(425		)	(329		)	(378		)
Issuances of long-term debt	423			399			450			423
Debt issuance costs	(4		)	(3		)	(6		)	(4		)
Net cash used in financing activities	(226		)	(364		)	(49		)	(226		)
Net change in cash, cash equivalents, and restricted cash	—			1			6			—
Cash, cash equivalents, and restricted cash at beginning of year	7			5			8			7
Cash, cash equivalents, and restricted cash at end of period	$	7		$	6		$	14		$	7

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

UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI) STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) (In millions)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Common Stock	$	511		$	511		$	511		$	511

Other Paid-in Capital	1,903			1,858			1,903			1,858

Preferred Stock	80			80			80			80

Retained Earnings:
Beginning of period	1,781			1,788			1,735			1,632
Net income	301			295			449			503
Common stock dividends	(150		)	(175		)	(250		)	(225		)
Preferred stock dividends	(1		)	(1		)	(3		)	(3		)
Retained earnings, end of period	1,931			1,907			1,931			1,907

Total Shareholders’ Equity	$	4,425		$	4,356		$	4,425		$	4,356

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

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

STATEMENT OF INCOME

(Unaudited) (In millions)


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017		2019		2018		2019		2018
Operating Revenues:
Electric	$	448	$	462	$	1,333	$	1,343	$	452	$	448	$	1,305	$	1,333
Natural gas	116		112		569		510		112		116		568		569
Total operating revenues	564		574		1,902		1,853		564		564		1,873		1,902
Operating Expenses:
Purchased power	105		124		334		312		101		105		284		334
Natural gas purchased for resale	25		21		215		167		25		25		195		215
Other operations and maintenance	195		186		590		598		193		195		580		590
Depreciation and amortization	94		86		278		254		102		94		304		278
Taxes other than income taxes	32		33		108		101		33		32		110		108
Total operating expenses	451		450		1,525		1,432		454		451		1,473		1,525
Operating Income	113		124		377		421		110		113		400		377
Other Income, Net	11		5		30		8		13		11		39		30
Interest Charges	38		36		112		109		38		38		111		112
Income Before Income Taxes	86		93		295		320		85		86		328		295
Income Taxes	23		38		73		127		20		23		79		73
Net Income	63		55		222		193		65		63		249		222
Preferred Stock Dividends	—		—		2		2		—		—		2		2
Net Income Available to Common Shareholder	$	63	$	55	$	220	$	191	$	65	$	63	$	247	$	220

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

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

BALANCE SHEET

(Unaudited) (In millions)


	September 30, 2018		December 31, 2017		September 30, 2019		December 31, 2018
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	—	$	—
Accounts receivable – trade (less allowance for doubtful accounts of $14 and $12, respectively)	251		234
Accounts receivable – trade (less allowance for doubtful accounts of $11 and $11, respectively)					222		224
Accounts receivable – affiliates	36		9		38		21
Unbilled revenue	107		158		117		140
Miscellaneous accounts receivable	33		35		16		40
Inventories	140		134		132		125
Current regulatory assets	44		87		58		110
Other current assets	18		15		26		16
Total current assets	629		672		609		676
Property, Plant, and Equipment, Net	8,969		8,293
Property and Plant, Net					9,819		9,198
Investments and Other Assets:
Goodwill	411		411		411		411
Regulatory assets	743		822		796		759
Other assets	258		147		311		275
Total investments and other assets	1,412		1,380		1,518		1,445
TOTAL ASSETS	$	11,010	$	10,345	$	11,946	$	11,319
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt	$	313	$	457
Short-term debt	108		62		$	310	$	72
Borrowings from money pool	45		—
Accounts and wages payable	275		337		247		302
Accounts payable – affiliates	44		70		67		58
Taxes accrued	15		19
Interest accrued	39		33
Customer deposits	84		69		71		76
Current environmental remediation	50		42		56		42
Current regulatory liabilities	48		92		49		62
Other current liabilities	161		177		176		184
Total current liabilities	1,182		1,358		976		796
Long-term Debt, Net	2,801		2,373		3,279		3,296
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net	1,081		1,021
Accumulated deferred income taxes and investment tax credits, net					1,180		1,119
Regulatory liabilities	1,732		1,629		1,884		1,741
Pension and other postretirement benefits	284		285		261		280
Environmental remediation	113		134		85		109
Other deferred credits and liabilities	207		235		260		204
Total deferred credits and other liabilities	3,417		3,304		3,670		3,453
Commitments and Contingencies (Notes 2, 8, and 9)
Shareholders’ Equity:
Commitments and Contingencies (Notes 2, 8 and 9)
Shareholders' Equity:
Common stock, no par value, 45.0 shares authorized – 25.5 shares outstanding	—		—		—		—
Other paid-in capital	2,093		2,013		2,173		2,173
Preferred stock	62		62		62		62
Retained earnings	1,455		1,235		1,786		1,539
Total shareholders’ equity	3,610		3,310
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	11,010	$	10,345
Total shareholders' equity					4,021		3,774
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY					$	11,946	$	11,319

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

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

STATEMENT OF CASH FLOWS

(Unaudited) (In millions)


	Nine Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2019			2018
Cash Flows From Operating Activities:
Net income	$	222		$	193		$	249		$	222
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	278			254			303			278
Amortization of debt issuance costs and premium/discounts	10			10			9			10
Deferred income taxes and investment tax credits, net	56			161			42			56
Other	5			(1		)	8			5
Changes in assets and liabilities:
Receivables	21			59			18			21
Inventories	(7		)	(17		)	(7		)	(7		)
Accounts and wages payable	(44		)	(24		)	(48		)	(44		)
Taxes accrued	(40		)	(22		)	14			(40		)
Regulatory assets and liabilities	63			45			147			63
Assets, other	—			(5		)	(15		)	—
Liabilities, other	(40		)	(2		)	13			(40		)
Pension and other postretirement benefits	(8		)	(19		)	(27		)	(8		)
Net cash provided by operating activities	516			632			706			516
Cash Flows From Investing Activities:
Capital expenditures	(947		)	(760		)	(900		)	(947		)
Other	10			6			(3		)	10
Net cash used in investing activities	(937		)	(754		)	(903		)	(937		)
Cash Flows From Financing Activities:
Dividends on preferred stock	(2		)	(2		)	(2		)	(2		)
Short-term debt, net	46			118			237			46
Money pool borrowings, net	45			11			—			45
Maturities of long-term debt	(144		)	—			—			(144		)
Issuances of long-term debt	430			—			—			430
Debt issuance costs	(5		)	—			—			(5		)
Capital contribution from parent	80			—			—			80
Other	1			(1		)	(1		)	1
Net cash provided by financing activities	451			126			234			451
Net change in cash, cash equivalents, and restricted cash	30			4			37			30
Cash, cash equivalents, and restricted cash at beginning of year	41			28
Cash, cash equivalents and restricted cash at beginning of year							80			41
Cash, cash equivalents, and restricted cash at end of period	$	71		$	32		$	117		$	71

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

AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS) STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) (In millions)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019			2018
Common Stock	$	—	$	—	$	—		$	—

Other Paid-in Capital:
Beginning of period	2,173		2,093		2,173			2,013
Capital contribution from parent	—		—		—			80
Other paid-in capital, end of period	2,173		2,093		2,173			2,093

Preferred Stock:	62		62		62			62

Retained Earnings:
Beginning of period	1,721		1,392		1,539			1,235
Net income	65		63		249			222
Preferred stock dividends	—		—		(2		)	(2		)
Retained earnings, end of period	1,786		1,455		1,786			1,455

Total Shareholders’ Equity	$	4,021	$	3,610	$	4,021		$	3,610

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

AMEREN CORPORATION (Consolidated)

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

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

COMBINED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

September 30, ~~2018~~2019

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

Ameren, headquartered in St. Louis, Missouri, is a public utility holding company whose primary assets are its equity interests in its subsidiaries. Ameren’s subsidiaries are separate, independent legal entities with separate businesses, assets, and liabilities. Dividends on Ameren’s common stock and the payment of expenses by Ameren depend on distributions made to it by its subsidiaries. Ameren’s principal subsidiaries are listed below. Ameren has other subsidiaries that conduct other activities, such as providing shared services. ~~Ameren evaluates competitive electric transmission investment opportunities as they arise.~~

Union Electric Company, doing business as Ameren Missouri, operates a rate-regulated electric generation, transmission, and distribution business and a rate-regulated natural gas distribution business in Missouri.

Ameren Illinois Company, doing business as Ameren Illinois, operates rate-regulated electric transmission, electric distribution, and natural gas distribution businesses in Illinois.

ATXI operates a FERC rate-regulated electric transmission business. ATXI is developing the MISO-approved ~~electric transmission projects, including the~~ Illinois Rivers and Mark Twain ~~projects, and placed the Spoon River project in service in February 2018.~~electric transmission projects.

Ameren’s financial statements are prepared on a consolidated basis and therefore include the accounts of its majority-owned subsidiaries. All intercompany transactions have been ~~eliminated.~~ eliminated, except as disclosed in Note 8 – Related-party Transactions. Ameren Missouri and Ameren Illinois have no subsidiaries. All tabular dollar amounts are in millions, unless otherwise indicated.

As of September 30, 2018, and December 31, 2017, Ameren had unconsolidated variable interests as a limited partner in various equity method investments, totaling $20 million and $17 million, respectively, included in “Other assets” on Ameren’s consolidated balance sheet. Ameren is not the primary beneficiary of these investments because it does not have the power to direct matters that most significantly affect the activities of these variable interest entities. As of September 30, 2018, the maximum exposure to loss related to these variable interests is limited to the investment in these partnerships of $20 million plus associated outstanding funding commitments of $17 million.

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~~statement 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 accompanying notes included in the Form 10-K.

~~Cash, Cash Equivalents, and Restricted Cash~~Variable Interest Entities

Cash and cash equivalents include short-term, highly liquid investments purchased with an original maturity of three months or less. Cash and cash equivalents subject to legal or contractual restrictions and not readily available for use for general corporate purposes are classified as restricted cash.

In November 2016, the FASB issued authoritative guidance that requires, including on a retrospective basis, restricted cash to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Our adoption of this guidance, effective January 2018, did not result in material changes to previously reported cash flows from operating, investing, or financing activities.

~~The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets and the statements of cash flows as~~As of September 30, ~~2018~~2019, Ameren and ~~2017,~~Ameren Missouri had interests in unconsolidated variable interest entities that were established to construct wind generation facilities and, ultimately, sell those constructed facilities to Ameren Missouri. Neither Ameren nor Ameren Missouri are the primary beneficiary of these variable interest entities because neither has the power to direct matters that most significantly affect the entities' activities, which include designing, financing, and constructing the wind generation facilities. As a result, these variable interest entities have not been consolidated. As of September 30, 2019, the maximum exposure to loss related to these variable interest entities was approximately $12 million, which primarily represents legal costs incurred. The risk of a loss was assessed to be remote and, accordingly, Ameren and Ameren Missouri have not recognized a liability associated with any portion of the maximum exposure to loss. See Note 2 – Rate and Regulatory Matters for additional information on the agreements to acquire these wind generation facilities.

As of September 30, 2019, and December 31, ~~2017~~2018, Ameren had unconsolidated variable interests as a limited partner in various equity method investments, totaling $27 million and ~~2016:~~

September 30, 2018 December 31, 2017 September 30, 2017 December 31, 2016
Ameren Ameren
Missouri Ameren
Illinois Ameren Ameren
Missouri Ameren
Illinois Ameren
Ameren
Missouri
Ameren
Illinois
Ameren
Ameren
Missouri
Ameren
Illinois
Cash and cash equivalents^(a)
$ 11
$ —
$ —
$ 10
$ —
$ —
$ 9
$ —
$ —
$ 9
$ —
$ —
Restricted cash included in “Other current assets” 15
4
8
21
5
6
19
4
5
20
4
6
Restricted cash included in “Other assets” 63
—
63
35
—
35
27
—
27
22
—
22
Restricted cash included in “Nuclear decommissioning trust fund” 3
3
(b)
2
2
(b)
2
2
(b)
1
1
(b)
Total cash, cash equivalents, and restricted cash^(c)
$ 92
$ 7
$ 71
$ 68
$ 7
$ 41
$ 57
$ 6
$ 32
$ 52
$ 5
$ 28


~~(a)~~	~~As presented on the balance sheets.~~


~~(b)~~	~~Not applicable.~~


~~(c)~~	~~As presented on the statements of cash flows.~~

~~Restricted cash~~$22 million, respectively, included in “Other assets” on Ameren’s ~~other current assets primarily represents participant funds from~~consolidated balance sheet. Ameren (parent)’s DRPlus and funds held by an irrevocable Voluntary Employee Beneficiary Association (VEBA) trust, which provides health care benefits for active employees. Restricted cash included in Ameren Missouri’s and Ameren Illinois’ other current assets primarily represents funds held byis not the ~~VEBA trust.~~

~~Restricted cash included in Ameren’s and Ameren Illinois’ other assets primarily represents amounts in a trust fund restricted for~~primary beneficiary of these investments because it does not have the ~~use~~power to direct matters that most significantly affect the activities of ~~funding certain asbestos-related claims and amounts collected under a cost recovery rider that are restricted for use in the procurement~~these variable interest entities. As of ~~renewable energy credits.~~

~~Supplemental Cash Flow Information~~

~~The following table provides noncash investing activity excluded from the statements of cash flows for the nine months ended~~ September 30, ~~2018 and 2017:~~

September 30, 2018 September 30, 2017
Ameren^(a)
Ameren
Missouri
Ameren
Illinois
Ameren^(a)
Ameren
Missouri
Ameren
Illinois
Accrued capital expenditures $ 240
$ 94
$ 133
$ 202
$ 70
$ 100
Net realized and unrealized gain – nuclear decommissioning trust fund
33
33
(b)
53
53
(b)


~~(a)~~	~~Includes amounts for Ameren registrant and nonregistrant subsidiaries.~~


~~(b)~~	~~Not applicable.~~

~~Accounts Receivable~~

~~“Accounts receivable – trade” on Ameren’s and Ameren Illinois’ balance sheets include certain receivables purchased at a discount from alternative retail electric suppliers that elect~~2019, the maximum exposure to ~~participate~~loss related to these variable interests is limited to the investment in the utility consolidated billing program. At September 30, 2018, and December 31, 2017, “Other current liabilities” on Ameren’s and Ameren Illinois’ balance sheets included payables for purchased receivablesthese partnerships of ~~$40~~$27 million ~~and $31 million, respectively.~~

~~For the three and nine months ended September 30, 2018 and 2017, the Ameren Companies recorded immaterial bad debt expense.~~

~~Asset Retirement Obligations~~

~~The following table provides a reconciliation~~plus associated outstanding funding commitments of ~~the beginning and ending carrying amount of AROs for the nine months ended September 30, 2018:~~$37 million.

Ameren
Missouri

Ameren
Illinois^(a)
Ameren
Balance at December 31, 2017 $ 640
^(b)
$ 4
$ 644
^(b)
Liabilities settled (4 ) (c)
(4 )
Accretion^(d)
20
(c)
20

Change in estimates^(e)
(14 ) —
(14 )
Balance at September 30, 2018 $ 642
^(b)
$ 4
$ 646
^(b)


~~(a)~~	~~Included in “Other deferred credits and liabilities” on the balance sheet.~~


~~(b)~~	~~Balance included $6 million in “Other current liabilities” on the balance sheet as of both December 31, 2017, and September 30, 2018.~~


~~(c)~~	~~Less than $1 million.~~


~~(d)~~	~~Accretion expense attributable to Ameren Missouri was recorded as a decrease to regulatory liabilities.~~


~~(e)~~	~~Ameren Missouri changed its fair value estimate primarily due to a reduction in the cost estimate for closure of certain CCR storage facilities.~~

Company-owned Life Insurance

Ameren and Ameren Illinois have company-owned life insurance, which is recorded at the net cash surrender value. The net cash surrender value is the amount that can be realized under the insurance policies at the balance sheet date. As of September 30, ~~2018,~~2019, the cash surrender value of company-owned life insurance at Ameren and Ameren Illinois was ~~$256~~$258 million (December 31, ~~2017~~2018 – ~~$265~~$244 million) and ~~$120~~$121 million (December 31, ~~2017~~2018 – ~~$129~~$122 million), respectively, while total borrowings against the policies were ~~$113~~$114 million (December 31, ~~2017~~2018 – ~~$120~~$113 million) at both Ameren and Ameren Illinois. Ameren and Ameren Illinois have the right to offset the borrowings

against the cash surrender value of the policies and, consequently, present the net asset in “Other assets” on their respective balance sheets.

~~Stock-based Compensation~~Accounting and Reporting Developments

~~The following table summarizes Ameren's nonvested performance share unit and restricted stock unit activity~~See Note 13 – Supplemental Information for ~~the~~ ~~nine months ended September 30, 2018~~:

Performance Share Units Restricted Stock Units
Share Units Weighted-average Fair Value per Share Unit Stock Units Weighted-average Fair Value per Stock Unit
Nonvested at January 1, 2018^(a)
895,489
$ 52.28
—
$ —
Granted 313,984
62.88
186,728
57.65
Forfeitures (62,865 ) 50.78
(4,964 ) 58.99
Undistributed vested units^(b)
(217,350 ) 53.57
(19,742 ) 59.01
Vested and distributed (176,043 ) 52.88
—
—
Nonvested at September 30, 2018^(c)
753,215
$ 56.31
162,022
$ 57.44


~~(a)~~	~~Does not include 712,572 undistributed vested performance share units.~~


~~(b)~~	~~Undistributed vested units are awards that vested due to attainment~~additional information on our adoption of retirement eligibility by certain employees, but have not yet been distributed. For undistributed vested performance share units, the number of shares issued for retirement-eligible employees will vary depending on actual performance over the three-year performance period.


~~(c)~~	~~Does not include 548,542 undistributed vested performance share units and 19,742 undistributed vested restricted stock units.~~

~~Performance Share Units~~

A performance share unit vests and entitles an employee to receive shares of Ameren common stock (plus accumulated dividends) if, at the end of the three-year performance period, certain specified market conditions have been met and if the individual remains employed by Ameren through the required vesting period. The vesting period for share units awarded extends beyond the three-year performance period to the payout date, which is approximately 38 months after the grant date. In the event of a participant’s death or retirement at age 55 or older with five or more years of service, awards vest on a pro rata basis over the three-year performance period. The exact number of shares issued pursuant to a share unit varies from 0% to 200% of the target award, depending on actual company performance relative to the performance goals.

~~The fair value of each performance share unit granted in 2018 was determined to be~~ ~~$62.88, which was based on Ameren’s closing common share price of~~ ~~$58.99~~ at ~~December 31, 2017, and lattice simulations. Lattice simulations are used to estimate expected share payout based on Ameren’s total shareholder return for a~~ ~~three-year performance period beginning January 1, 2018, relative to the designated~~

~~peer group. The significant assumptions used to calculate fair value included a three-year risk-free rate of~~ ~~1.98%~~ ~~and volatility of~~ ~~15%~~ to ~~23%~~ ~~for the peer group.~~

~~Restricted Stock Units~~

Restricted stock units vest and entitle an employee to receive shares of Ameren common stock (plus accumulated dividends) if the individual remains employed with Ameren through the payment date of the awards. Generally, in the event of a participant’s death or retirement at age 55 or older with five or more years of service, awards vest on a pro rata basis. The payout date of the awards is approximately 38 months after the grant date. The fair value of each restricted stock unit is determined by Ameren’s closing common share price on the grant date.

~~Deferred Compensation~~

As of both September 30, 2018, and December 31, 2017, “Other deferred credits and liabilities” on Ameren’s balance sheet included deferred compensation obligations of $86 million recorded at the present value of future benefits to be paid.

~~Operating Revenues~~

~~In the first quarter of 2018, we adopted~~ authoritative accounting guidance related to revenue from contracts with customers using the full retrospective method, with no material changes to the amount or timing of revenue recognition. We record revenues from contracts with customers for various electric and natural gas services, which primarily consist of retail distribution, electric transmission, and off-system arrangements. When more than one performance obligation exists in a contract, the consideration under the contract is allocated to the performance obligations based on the relative standalone selling price.

Electric and natural gas retail distribution revenues are earned when the commodity is delivered to our customers. We accrue an estimate of electric and natural gas retail distribution revenues for service provided but unbilled at the end of each accounting period.

~~Electric transmission revenues are earned as electric transmission services are provided.~~

Off-system revenues are primarily comprised of MISO revenues and wholesale bilateral revenues. MISO revenues include the sale of electricity, capacity, and ancillary services. Wholesale bilateral revenues include the sale of electricity and capacity. MISO-related electricity and wholesale bilateral electricity revenues are earned as electricity is delivered. MISO-related capacity and ancillary service revenues and wholesale bilateral capacity revenues are earned as services are provided.

Retail distribution, electric transmission, and off-system revenues, including the underlying components described above, represent a series of goods or services that are substantially the same and have the same pattern of transfer over time to our customers. Revenues from contracts with customers is equal to the amounts billed and our estimate of electric and natural gas retail distribution services provided but unbilled at the end of each accounting period. Revenues are billed at least monthly, and payments are due less than one month after goods and/or services are provided. See Note 13 – Segment Information for disaggregated revenue information.

For certain regulatory recovery mechanisms that are alternative revenue programs, rather than revenues from contracts with customers, we recognize revenues that have been authorized for rate recovery, are objectively determinable and probable of recovery, and are expected to be collected from customers within two years from the end of the year. Our alternative revenue programs include revenue requirement reconciliations, MEEIA, and VBA. These revenues are subsequently recognized as revenues from contracts with customers when billed, with an offset to alternative revenue program revenues.

The Ameren Companies elected not to include disclosure related to the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied as of the end of the reporting period for contracts with an initial expected term of one year or less. As of September 30, 2018 and 2017, our remaining performance obligations were immaterial.

~~Excise Taxes~~

Ameren Missouri and Ameren Illinois collect from their customers excise taxes, including municipal and state excise taxes and gross receipts taxes, that are levied on the sale or distribution of natural gas and electricity. The following table presents the excise taxes recorded on a gross basis in “Operating Revenues – Electric,” “Operating Revenues – Natural gas” and “Operating Expenses – Taxes other than income taxes” on the statements of income for the three and nine months ended September 30, 2018 and ~~2017~~:

Three Months Nine Months
2018 2017 2018 2017
Ameren Missouri $ 52
$ 51
$ 133
$ 122

Ameren Illinois 26
26
^(a)
89
82
^(a)
Ameren $ 78
$ 77
^(a)
$ 222
$ 204
^(a)


~~(a)~~	~~Amounts have been adjusted from those previously reported to reflect additional excise taxes for the three and nine months ended September 30, 2017.~~

~~Earnings per Share~~

Earnings per basic and diluted share are computed by dividing “Net Income Attributable to Ameren Common Shareholders” by the weighted-average number of basic and diluted common shares outstanding, respectively, during the period. Earnings per diluted share is computed by dividing “Net Income Attributable to Ameren Common Shareholders” by the weighted-average number of diluted common shares outstanding during the period. Earnings per diluted share reflects the dilution that would occur if certain stock-based performance share units and restricted stock units were assumed to be settled. The number of potential common shares assumed to have been issued was 2.2 million and 1.9 million in the three and nine months ended September 30, 2018, respectively, and 2.1 million and 1.4 million, respectively, in the year-ago periods. There were no potentially dilutive securities excluded from the earnings per diluted share calculations for the three and nine months ended September 30, 2018 and 2017.

~~Accounting and Reporting Developments~~

In the first quarter of 2018, the Ameren Companies adopted authoritative accounting guidance on various topics. See the Operating Revenues section above for more information on our adoption of the guidance on revenue from contracts with customers. See Note 11 – Retirement Benefits for more information on our adoption of the guidance on the presentation of net periodic pension and postretirement benefit cost. See the Cash, Cash Equivalents, and Restricted Cash section above for more information on our adoption of the guidance on restricted cash. Our adoption of the guidance on the recognition and measurement of financial assets and financial liabilities did not have a material impact on our results of operations or financial position.

leases. See Note 1 – Summary of Significant Accounting Policies under Part II, Item 8, of the Form 10-K for additional information about recently issued authoritative accounting standards relating to the measurement of credit losses on financial instruments, ~~and the reclassification of certain tax effects from accumulated OCI.~~

~~Leases~~

In February 2016, the FASB issued authoritative guidance that requires an entity to recognize assets and liabilities arising from all leases with a term greater than one year. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease will depend on its classification as a finance lease or operating lease. The guidance also requires additional disclosures to enable users of financial statements to understand the amount, timing, and uncertainty of cash flows arising from leases. This guidance will affect the Ameren Companies’ financial position by increasing the assets and liabilities recorded relating to their operating leases. We are also assessing the impacts of this guidance on our results of operations, cash flows, and disclosures. We have selected a software vendor and are in the process of implementing system changes required for the implementation of this guidance. We are currently assessing our agreements to determine those that are within the scope of this guidance. This guidance will be effective for the Ameren Companies in the first quarter of 2019.

In July 2018, the FASB issued authoritative guidance that provides entities with an optional transition method for adopting the new leases standard. Under this optional transition method, the Ameren Companies may adopt the new leases standard by recognizing a cumulative-effect adjustment to our January 1, 2019, retained earnings balances. Periods prior to 2019 would continue to be presented and disclosed in the financial statements in accordance with current GAAP. We are currently assessing whether we will elect this optional transition method.

~~Fair Value Measurement Disclosures~~

~~In August 2018, the FASB issued authoritative guidance that affects disclosure requirements for~~ fair value measurements. The guidance will be effective for the Ameren Companies in the first quarter of 2020, with early adoption permitted. We are currently assessing the impacts of this guidance on our disclosures.

~~Defined Benefit Plan Disclosures~~

~~In August 2018, the FASB issued authoritative guidance that affects disclosure requirements for~~measurement disclosures, and defined benefit plans. The guidance will be effective for the Ameren Companies in the fourth quarter of 2020, and will require changes to be applied retrospectively to each period presented. Early adoption is permitted. We are currently assessing the impacts of this guidance on our disclosures.

~~Implementation Costs Incurred in Certain Cloud Computing Arrangements~~

In August 2018, the FASB issued authoritative guidance that aligns the requirements for capitalizing implementation costs incurred in certain hosting arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance requires capitalized implementation costs to be expensed over the term of the hosting arrangement and presented in the same line item in the statement of income as the fees of the associated hosting arrangement. Capitalized implementation costs must be presented in the balance sheet in the same line item that a prepayment for the fees of the associated hosting arrangement would be presented, and payments for capitalized implementation costs must be classified in the statement of cash flows in the same manner as payments for hosting arrangement fees. The Ameren Companies early adopted this guidance in the third quarter of 2018 and applied the guidance prospectively to all implementation costs incurred after the date of adoption. The amount of implementation costs that were capitalized in the third quarter of 2018 was immaterial.

~~SEC Disclosure Update and Simplification~~

In August 2018, the SEC adopted a final rule that requires, among other things, inclusion of a statement of changes in shareholders’ equity, or disclosure of such changes, and disclosure of the amount of dividends per share for each class of shares with respect to interim periods. The guidance will be effective for the Ameren Companies in the fourth quarter of 2018. We are currently assessing the impact of this guidance on ourplan disclosures.

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

2019 Electric Service Regulatory Rate Review

In July 2019, Ameren Missouri ~~Senate Bill 564~~filed a request with the MoPSC seeking approval to decrease its annual revenues for electric service by $1 million. The electric rate decrease request is based on a9.95%return on common equity, a capital structure composed of51.9% common equity, a rate base of $8.0 billion, and a test year ended December 31, 2018, with certain pro-forma adjustments expected through an anticipated true-up date of December 31, 2019. Pro-forma adjustments are also expected for fuel costs, transportation costs, MISO multi-value transmission project expenses, and payroll costs effective as of January 1, 2020. The electric rate decrease request reflects the following:

~~On June~~decreased net energy costs of approximately $100 million otherwise subject to FAC recovery;

higher weather-normalized customer sales volumes, which reduced the rate request by approximately $55 million;

decreased expenses, other than net energy costs, of approximately $20 million, which includes a decrease to those expenses subject to regulatory recovery mechanisms and changes in amortization of regulatory assets and liabilities of approximately $80 million;

increased depreciation and amortization expense of approximately $115 million for new electric infrastructure investments, of which approximately $35 million reflects higher depreciation rates and another $35 million would otherwise be deferred under PISA; and

an increase of approximately $60 million of pre-tax return on rate base, which includes both the debt and equity components, of which approximately $30 million would otherwise be deferred under PISA.

Ameren Missouri’s base rates for electric service, which were last reset on April 1, 2017, and adjusted by a July 2018 ~~Missouri Senate Bill 564 was enacted. The section~~MoPSC order, are required to be reset at least every four years to allow for continued use of the law applicable to the TCJA was effective immediately; the remaining sections, including the ability to elect PISA, became effective August 28, 2018. The law resulted in certain changes to the regulation of Ameren Missouri’s electric service business. These changes include the reduction of customer rates to pass through the effectFAC. This filing, which includes a request for continued use of the reduction in the federal statutory corporate income tax rate enacted under the TCJA and, at each electric utility’s election, the use of PISA. The law required the MoPSC to authorize a reduction in Ameren Missouri’s rates to pass through the effect of the TCJA within 90 days of the law’s effective date. In July 2018, the MoPSC authorizedFAC, allows Ameren Missouri to ~~reduce~~meet that requirement while providing flexibility to time its ~~annual revenue requirement~~next regulatory rate review to include wind generation investments expected to be made by ~~$167 million and reflect that reduction in rates beginning August 1, 2018. The reduction included $74 million for~~ the ~~amortization~~end of ~~excess accumulated deferred income taxes. In addition,~~ 2020.

Ameren Missouri ~~recorded a reduction to revenue~~also requested continued use of the regulatory recovery mechanisms for pension and ~~a corresponding regulatory liability of $60 million for~~postretirement benefits, uncertain income tax positions and certain excess deferred taxes that the ~~excess amounts collected~~MoPSC previously authorized in ~~rates related~~earlier electric rate orders.

The MoPSC proceeding relating to the ~~TCJA from January 1, 2018, through July 31, 2018. The regulatory liability~~proposed electric service rate changes will ~~be reflected in customer rates~~take place over a period of ~~time~~up to ~~be determined~~ 11 months, with a decision by the MoPSC ~~in the next regulatory rate review.~~

expected by late April 2020 and new rates effective by late May 2020.Ameren Missouri ~~filed a notification with~~cannot predict the level of any electric service rate change the MoPSC ~~on September 1, 2018, to elect PISA. Under PISA,~~may approve, when any rate change may go into effect, whether the requested regulatory recovery mechanisms will be approved, or whether any rate change that may eventually be approved will be sufficient for Ameren Missouri ~~is permitted~~ to ~~defer~~recover its costs and ~~recover 85% of the depreciation expense and~~earn a ~~weighted-average cost of capital~~reasonable return on rate base on certain property, plant, and equipment placed in-service after September 1, 2018, and not included in base rates. The rate base on which the return is calculated incorporates qualifying capital expenditures since the PISA election date as well as changes in total accumulated depreciation excluding retirements and plant-related deferred income taxes. The debt return on rate base is recognized in earnings as a reduction of “Interest Charges” until PISA deferrals are reflected in customer rates, while the equity return is recognized in earnings as “Operating Revenues – Electric”its investments when billed to customers. Accumulated PISA deferrals earn carrying costs at the weighted-average cost of capital, and all approved PISA deferrals will be added to rate base prospectively and recovered over a period of 20 years following a regulatory rate review. Costs not included in the PISA deferral, including the remaining 15% of the depreciation expense and return on rate base, remain subject to regulatory

lag. Qualifying PISA capital expenditures exclude amounts related to new coal-fired, nuclear, and natural gas generating units and service to new customer premises. Amounts deferred under PISA were immaterial as of September 30, 2018.

As a result of Ameren Missouri’s PISA election, additional provisions of Missouri Senate Bill 564 apply, including limiting customer rate increases to a 2.85% compound annual growth rate in the average overall customer rate per kilowatthour, based on the electric rates that became effective in April 2017, less half of the 2018 savings from the TCJA that was passed on to customers. Additionally, Ameren Missouri’s electric base rates, as determined in the July 2018 MoPSC rate order, are frozen until April 1, 2020. Recoveries under the MEEIA, the FAC, and the RESRAM riders have not been frozen; however, except for costs recoverable under the MEEIA rider, Ameren Missouri will be unable to recover any amounts above the 2.85% cap from customers. If rate changes from the FAC or the RESRAM riders would cause rates to temporarily exceed the 2.85% cap, the overage will be deferred for future recovery in the next regulatory rate review; however, rates established in such regulatory rate review will be subject to the rate cap. Any deferred overages approved for recovery will be recovered in a manner consistent with costs recovered under PISA. Both the rate cap and PISA election will be effective through December 2023, unless Ameren Missouri requests and receives MoPSC approval of an extension through December 2028. Ameren Missouri’s PISA election supports Ameren Missouri’s ability to invest approximately $1 billion of incremental capital over the 2019 to 2023 period to strengthen and modernize Missouri’s electric grid.change goes into effect.

Wind Generation Facilities and RESRAM

In ~~the second quarter of~~May 2019, Ameren Missouri entered into a build-transfer agreement to acquire, after construction, an up-to 300-megawatt wind generation facility. In 2018, Ameren Missouri entered into ana build-transfer agreement ~~with a subsidiary of Terra-Gen, LLC~~ to acquire, after construction, ~~a 400-megawatt~~an up-to400-megawatt wind generation ~~facility,~~facility.The two build-transfer agreements, which isare subject to customary contract terms and conditions, collectively represent approximately $1.2 billion of capital expenditures, are expected to be ~~located in northeastern Missouri. In May 2018,~~completed by the end of 2020, and would support Ameren ~~Missouri filed for a certificate of convenience and necessity~~Missouri’s compliance with the ~~MoPSC~~Missouri renewable energy standard.Both acquisitions have received all regulatory approvals, and both projects have received all applicable zoning approvals, have entered into RTO interconnection agreements, and have begun construction activities.The county zoning approval process for the Schuyler County portion of the 400-megawatt ~~facility.~~project is subject to litigation filed in August 2019, which is not expected to affect the completion of the project by the end of 2020. The ~~MoPSC issued an order approving a unanimous stipulation and agreement regarding that requested certificate in October 2018. Also in~~following table provides information with respect to each build-transfer agreement:



	Up-to 400-Megawatt Facility	Up-to 300-Megawatt Facility
Build-transfer agreement date	May 2018	May 2019
Wind facility developer	Terra-Gen, LLC	Invenergy Renewables, LLC^(a)
Location	Northeastern Missouri	Northwestern Missouri
Status of certificate of convenience and necessity from the MoPSC	Approved October 2018	Approved August 2019
Status of final interconnection costs	Received July 2019	Received July 2019
Status of RTO transmission interconnection agreement	Executed August 2019	Executed October 2019
Status of FERC approval	Received December 2018	Received October 2019
Expected completion date	By the end of 2020	By the end of 2020


(a)	In October 2019, Invenergy Renewables, LLC acquired the project from Enel North America, Inc.

In 2018, Ameren Missouri entered into ana build-transfer agreement ~~with a subsidiary of EDF Renewables, Inc.~~ to acquire, after construction, a 157-megawatt wind generation ~~facility~~facility. In July 2019, Ameren Missouri and the developer mutually agreed to terminate the project due to unacceptable interconnection costs, which made the project uneconomic and not in the best interest of upAmeren Missouri’s customers. Abandonment costs incurred as a result of terminating the project were immaterial to ~~157 megawatts, and~~Ameren Missouri.

In January 2019, the MoOPC filed ~~for a certificate of convenience and necessity~~an appeal with the ~~MoPSC. The MoPSC is expected to issue an~~Missouri Court of Appeals, Western District, challenging the MoPSC’s December 2018 order regarding that certificate by May 2019. The up to 157-megawatt facility is expected to be located in northwestern Missouri. Both facilities are expected to be completed in 2020 and would help Ameren Missouri comply with the state renewable energy standard. Each acquisition is subject to certain conditions, including the issuance of a certificate of convenience and necessity by the MoPSC, obtaining a MISO transmission interconnection agreement, approval by the FERC, and other customary contract terms and conditions.

~~As a part of its May 2018 filing, Ameren Missouri requested the MoPSC to authorize a proposed RESRAM that would allow~~allowing Ameren Missouri to ~~adjust customer rates on an annual basis without a traditional regulatory rate review. The October 2018 MoPSC order included approval of the RESRAM, without addressing recovery~~recover, through the RESRAM, the 15% of ~~the 15%~~depreciation expense and weighted average cost of capital ~~investment~~return not recovered under ~~PISA, which was an objection raised by~~PISA. In October 2019, the ~~MoOPC. Ameren~~ Missouri ~~anticipates~~Court of Appeals, Western District upheld the MoPSC’s order. In November 2019, the MoOPC filed a ~~MoPSC decision resolving this remaining issue and approving~~request for appeal of the ~~RESRAM tariff by December 2018.~~MoPSC’s order to the Missouri Supreme Court. The RESRAM is designed to mitigate the impacts of regulatory lag for the cost of compliance with renewable energy ~~requirements,~~standards, including recovery of investments in wind ~~generation~~ and other ~~renewables,~~renewable energy generation, by providing more timely recovery of costs and a return on investments not already provided for in customer rates or ~~any other recovery mechanism. RESRAM regulatory assets will earn carrying costs at short-term interest rates.~~recovered under PISA.

~~Renewable Choice Program~~MEEIA

~~In June~~As a result of MoPSC orders issued in September 2017, October 2018, January 2019, and September 2019 related to performance incentives for the ~~MoPSC approved Ameren Missouri’s Renewable Choice Program, which allows large commercial~~MEEIA 2013 and industrial customers and municipalities to elect to receive up to 100 percent of their energy from renewable resources. The tariff-based program is designed to recover the costs of the election, net of changes in the market price of such energy. Based on customer contracts, the program enablesMEEIA 2016 programs, Ameren Missouri ~~to supply up to 400 megawatts~~recognized revenues of ~~renewable wind energy generation, up to 200 megawatts~~$20 million and $5 million during the first quarter of ~~which it could own. As applicable, the addition of generation by Ameren Missouri would be subject to the issuance of a certificate of convenience~~2019 and ~~necessity by the MoPSC, obtaining transmission interconnection agreements with MISO or other RTOs,~~2018, respectively, and ~~approval by the FERC. This generation would be incremental to the expected renewable generation included in the 2017 IRP. Without extension, the option to elect into the program will terminate~~$18 million in the third quarter of ~~2023.~~2019.

~~MEEIA~~Request for Deferral of Maintenance Expenses Related to Scheduled Callaway Refueling and Maintenance Outages

In ~~June~~October 2019, Ameren Missouri filed a request with the MoPSC for deferral accounting treatment that would allow Ameren Missouri to defer and amortize maintenance expenses related to scheduled refueling and maintenance outages at its Callaway nuclear energy center. These expenses would be amortized over the period between refueling and maintenance outages, which is approximately 18 months. Ameren Missouri cannot predict the ultimate outcome of this regulatory proceeding. If the request is approved prior to the fall 2020 refueling and maintenance outage, Ameren Missouri would defer the maintenance expenses incurred related to the outage as a regulatory asset and begin to amortize those expenses after completion of the outage.

2018 Natural Gas Delivery Service Regulatory Rate Review

In December 2018, Ameren Missouri filed a ~~proposed customer energy-efficiency plan~~request with the MoPSC ~~under the MEEIA.~~ to increase its annual revenues for natural gas delivery service.In ~~October 2018, Ameren Missouri,~~August 2019, the MoPSC ~~staff, the MoOPC, and certain other intervenors filed~~issued an order approving a stipulation and agreement ~~with the MoPSC with respect~~ to ~~that proposed plan.~~ decrease Ameren Missouri’s annual revenues for natural gas delivery service by$1 million. The ~~proposed plan includes~~decrease in annual rates is based on a ~~three-year plan for a portfolio~~return on common equity range of ~~customer energy-efficiency programs~~ 9.4% to 9.95% and a ~~six-year plan for low-income energy-efficiency programs, along with a cost recovery mechanism. If the proposal is approved,~~capital structure composed of 52.0% common equity, which was Ameren ~~Missouri intends to invest $226 million over the life~~Missouri’s capital structure as of ~~the plan, including $65 million per program year~~May 31, 2019. This order allows for the ~~three-year period beginning March 2019. The proposed plan includes the continued~~ use of ~~the MEEIA rider,~~ISRS, which ~~allows~~will be calculated using an ROE of 9.725%. The order represents a $1 million increase to Ameren ~~Missouri to collect~~Missouri’s annual revenues for natural gas delivery service from or refund to customers any difference in actual MEEIA program costs and related lost revenues and the amounts collected from customers. In addition, similar to the MEEIA 2016 plan ending in February 2019, the proposed plan includes a performance incentive that would provide Ameren Missouri an opportunity to earn additional revenues by achieving certain customer energy-efficiency goals, including $30 million if 100% of the goals are

~~achieved during the three-year period beginning March 2019. Additional revenues may be earned if Ameren Missouri exceeds 100% of its energy savings goals. A decision~~interim rates, which were approved by the MoPSC in ~~this proceeding is anticipated in November~~December 2018.

The MEEIA 2016 program provided Ameren Missouri with a performance incentive to earn additional revenues by achieving certain customer energy-efficiency goals, including $27 million if 100% of the goals were achieved during the three-year period beginning March 2016, with the potential to earn more if Ameren Missouri’s energy savings exceeded those goals. Innew rates became effective September 2017, Ameren Missouri received an order from the MoPSC approving Ameren Missouri’s energy savings results for the first year of the MEEIA 2016 programs. As a result of this order and in accordance with revenue recognition guidance, Ameren Missouri recognized $5 million of revenues in the first quarter of 2018 relating to the MEEIA 2016 performance incentive. In October 2018, Ameren Missouri received an order from the MoPSC approving Ameren Missouri’s energy savings results for the second year of the MEEIA 2016 programs. As a result of this order, Ameren Missouri will recognize $6 million of additional revenues in the fourth quarter of 2018 relating to the MEEIA 2016 performance incentive.

In July 2018, the Missouri Supreme Court overturned a 2016 decision by the Missouri Court of Appeals, Western District, which had upheld a 2015 MoPSC order regarding the determination of a certain input used to calculate the MEEIA 2013 performance incentive, and remanded the matter to the MoPSC. Upon issuance of a MoPSC order, Ameren Missouri expects to recognize an additional $9 million MEEIA 2013 performance incentive.1, 2019.

Illinois

Electric Distribution Service Rates

In April ~~2018,~~2019, Ameren Illinois filed its annual electric distribution service formula rate update to establish the revenue requirement to be used for ~~2019~~2020 rates with the ICC. ~~In November 2018, the~~Pending ICC ~~issued an order in Ameren Illinois’ annual~~approval, this update filing ~~that approved~~will result in a ~~$72~~ $7 million ~~increase~~decrease in Ameren Illinois’ electric distribution service rates, beginning in January ~~2019.~~ 2020.This order reflected an increase to the annual formula rate based on 2017 actual costs and expected net plant additions for 2018, and an increase to include the 2017 revenue requirement reconciliation adjustment. It also includedupdate reflects a decrease for the conclusion of the ~~2016~~2017 revenue requirement reconciliation adjustment, which will be fully collected from customers in ~~2018,~~2019, consistent with the ICC’s ~~December 2017~~November 2018 annual update filing order. ~~As of September 30,~~It also reflects an increase to the annual formula rate based on 2018 ~~Ameren Illinois had recorded a regulatory liability of $25 million~~actual costs and expected net plant additions for 2019, and an increase to ~~reflect~~include the ~~difference between Ameren Illinois’ estimate of its~~ 2018 revenue requirement ~~and~~reconciliation adjustment. In August 2019, the ICC staff submitted an updated calculation

of the revenue requirement ~~reflected~~included in ~~customer rates, including interest.~~Ameren Illinois’ filing, recommending an amount comparable to that included in Ameren Illinois’ filing. In October 2019, the administrative law judges issued a proposed order consistent with Ameren Illinois’ filing. An ICC decision in this proceeding is expected by December 2019.

Electric Customer Energy-Efficiency Investments

In ~~June 2018,~~May 2019, Ameren Illinois filed its annual electric customer energy-efficiency formula rate update to establish the revenue requirement to be used for ~~2019~~2020 rates with the ICC. ~~In November 2018, the ICC issued an order that approved 2019 rates of $35 million for electric customer energy-efficiency investments, which represents an increase of $20 million from 2018 rates.~~

~~Income Tax Regulatory Mechanisms~~

In February 2018, the ICC granted Ameren Illinois’ request, filed in January 2018, to establish a rider to reduce Ameren Illinois’ electric distribution customer rates for the effect of the reduction in the federal statutory corporate income taxThis rate enacted under the TCJA and the return of excess deferred taxes, net of the increase in state income taxes enacted in July 2017. Ameren Illinois' electric distribution customer rates were reduced as a result of the rider beginning in the first quarter of 2018. The estimated reduction of $50 million per year will continue through 2019, as base rates will be adjusted to reflect the current income tax rates starting in 2020.

In April 2018, the ICC approved a rider for the difference between revenues billed under natural gas rates established pursuant to Ameren Illinois’ most recent natural gas rate order and the revenues that would have been billed had the state and federal tax rate changes discussed above been in effect. The rider required Ameren Illinois to record this difference as a regulatory liability beginning January 25, 2018. Ameren Illinois’ natural gas customer rates were reduced as a result of the rider beginning in May 2018, with an estimated reduction of up to $17 million to be reflected substantially over a one-year period.

~~2018 Natural Gas Delivery Service Regulatory Rate Review~~

In January 2018, Ameren Illinois filed a request with the ICC seeking approval to increase its annual rates for natural gas delivery service. In November 2018, the ICC issued an order approving a stipulation and agreement that will result in an annual natural gas rate increase of $32 million,update is based on ~~a 9.87%~~an 8.9% return on common equity, a capital structure composed of 50% common equity, and ~~a rate base~~$205 million of ~~$1.6 billion. The new~~net electric customer energy-efficiency investments. Pending ICC approval, this update filing will result in 2020 electric customer energy-efficiency rates ~~will be effective starting in November 2018. This~~of $44 million, which represents an increase ~~reflects~~of $10 million from 2019 rates. In September 2019, the ~~reduction in the federal corporate income tax rate as a result~~ICC staff submitted an updated calculation of the ~~TCJA, as well as the increase~~revenue requirement included in ~~the Illinois corporate income tax rate~~Ameren Illinois’ filing, recommending an amount comparable to that ~~became effective~~included in ~~July 2017, which collectively decreased annual rates by approximately $17 million. As a result of this order, rate base under the QIP rider has been reset to zero.~~ Ameren ~~Illinois used a 2019 future test year~~Illinois’ filing. An ICC decision in this ~~proceeding.~~

proceeding is expected by December 2019.

ATXI’s Illinois Rivers Project

In August 2017, the Illinois Circuit Court for Edgar County dismissed several of ATXI’s condemnation cases related to the one remaining line segment to be completed in the Illinois Rivers project. These cases had been filed to obtain easements and rights of way necessary to complete the line segment. The court found that required notice was not given to the relevant landowners during the underlying ICC proceeding. ~~In November 2017, ATXI appealed this decision to the Illinois Supreme Court. In~~Upon appeal, in October 2018, the Illinois Supreme Court reversed the Illinois Circuit Court for Edgar County’s decision and remanded the case for further proceedings. ~~Absent~~In February 2019, the landowners ~~pursuing rehearing, or a voluntary settlement, ATXI intends to file a motion to reinstate~~filed an appeal with the ~~condemnation cases~~United States Supreme Court, which was denied in April 2019. In the second quarter of 2019, at ATXI’s request, the Illinois Circuit Court for Edgar County inreinstated the ~~fourth quarter of 2018.~~condemnation cases that were previously dismissed. ATXI ~~plans~~expects to complete the ~~project by the end of 2019; however, delays associated with the condemnation proceedings or a rehearing arising from the Illinois Supreme Court’s ruling could delay the completion date.~~line segment in 2020. The estimated line segment capital expenditure investment is approximately $81 million, of which ~~$38~~$39 million was invested as of September 30, ~~2018. The other eight line segments of the Illinois Rivers project are not affected by these proceedings.~~2019.

Federal

FERC Complaint Cases

In November 2013, a customer group filed a complaint case with the FERC seeking a reduction in the allowed base return on common equity for FERC-regulated transmission rate base under the MISO tariff from 12.38% to 9.15%. In September 2016, the FERC issued ~~a final~~an order in the November 2013 complaint case, which lowered the allowed base return on common equity to 10.32%, or a 10.82% total allowed return on common equity with the inclusion of a 50 basis point incentive adder for participation in an RTO, effective since September 2016. The 10.82% allowed return on common equity may be replaced prospectively after the FERC issues a final order in the February 2015 complaint case, discussed below.

Since the maximum FERC-allowed refund period for the November 2013 complaint case ended in February 2015, another customer complaint case was filed in February 2015. MISO transmission owners subsequently filed a motion to dismiss the February 2015 complaint, as discussed below. The February 2015 complaint case seeks a further reduction in the allowed base return on common equity for FERC-regulated transmission rate base under the MISO tariff. In June 2016, an administrative law judge issued an initial decision in the February 2015 complaint case. If approved by the FERC, it would lower the allowed base return on common equity for the 15-month period of February 2015 to May 2016 to 9.70%, or a 10.20% total allowed return on equity with the inclusion of a 50 basis point incentive adder for participation in an RTO. It would also require customer refunds, with interest, for that 15-month period. A final FERC order would also establish the allowed return on common equity that will apply prospectively from the effective date of such order, replacing the current 10.82% total return on common equity. In ~~the second quarter of~~April 2017, the United States Court of Appeals for the District of Columbia Circuit vacated and remanded to the FERC an order in an unrelated case in which the FERC established the allowed base return on common equity methodology subsequently used in the two MISO complaint cases described above. In October 2018, the FERC issued an order ~~addressing~~in the ~~remanded issues, which~~unrelated case that proposed a new methodology for determining the base return on equity, ~~and~~which required further briefs from the participants. ~~A final order is not expected until 2019. While this order provides insight on how~~In November 2018, the FERC ~~may determine~~issued an order related to the February 2015 complaint case and the September 2016 order, which required participants to file briefs in February 2019 regarding the FERC’s proposed methodology for determining the base return on common equity, including whether and how to apply the proposed methodology to the two MISO complaint cases. In March 2019, the FERC issued separate Notices of Inquiry regarding its allowed base return on common equity policy and its transmission incentives policy. Initial comments were due by June 2019, and reply comments were due by late August 2019. The Notice of Inquiry addressing the FERC’s return on common equity policy, among other things, broadened the ability to comment on the new methodology beyond electric utilities that are participants in the complaint cases. The transmission incentives Notice of Inquiry was open for comment on the FERC’s transmission incentive policy, including incentive adders to the return on ~~equity in the MISO complaint cases,~~common equity. Ameren is unable to predict the ultimate impact of the ~~outcome~~proposed methodology on ~~the MISO FERC~~these complaint cases or the Notices of Inquiry at this time.As the FERC is under no deadline to issue a final order, the timing of the ~~issuance of the~~ final order in the February 2015 complaint case orand any potential impact to the amounts refunded as a result of the ~~November 2013 complaint case,~~September 2016 order is uncertain.

In September 2017, MISO transmission owners, including Ameren Missouri, Ameren Illinois, and ATXI, filed a motion to dismiss the February 2015 complaint case with the FERC. The MISO transmission owners maintain that the February 2015 complaint was predicated on

the now superseded 12.38% allowed base return on common equity and is therefore inapplicable given the current 10.32% allowed base return on common equity. The MISO transmission owners further maintain that the current 10.32% allowed base return on common equity has not been proven to be unjust and unreasonable based on information provided, including the base return on common equity methodology ranges set forth in the February 2015 complaint case and in the initial decision issued by an administrative law judge in June 2016. Additionally, the MISO transmission owners maintain that the February 2015 complaint should be dismissed because the approach utilized in the case to assert that a return on common equity was unjust and unreasonable was insufficient. That same approach was rejected by the United States Court of Appeals for the District of Columbia Circuit in an unrelated case, as discussed above. The FERC is under no deadline to issue an order on this motion.

As of September 30, ~~2018,~~2019, Ameren and Ameren Illinois had recorded current regulatory liabilities of ~~$43~~$46 million and ~~$25~~$27 million, respectively, to reflect the expected refunds, including interest, associated with the reduced allowed ~~returns~~return on common equity in the initial decision in the February 2015 complaint case. Ameren Missouri does not expect that a reduction in the FERC-allowed base return on common equity would be material to its results of operations, financial position, or liquidity.

~~FERC Federal Income Tax Proceeding and Formula Rate Change~~

~~In March 2018, the FERC granted a request filed in February 2018 by MISO transmission owners with forward-looking rate formulas,~~

including Ameren Illinois and ATXI, to allow revisions to their 2018 electric transmission rates to reflect the effect of the reduction in federal income taxes enacted under the TCJA. Ameren Illinois and ATXI’s 2018 electric transmission rates have been reduced by $27 million and $23 million, respectively.

In May 2018, the FERC accepted Ameren Illinois and ATXI tariff filings to change the formula rate calculation. The change allows for the recovery or refund of both excess deferred income taxes resulting from tax law or rate changes and effect of permanent income tax differences and will be reflected in Ameren Illinois and ATXI’s electric transmission rates starting in January 2019.

NOTE 3 – SHORT-TERM DEBT AND LIQUIDITY

The liquidity needs of the Ameren Companies are typically supported through the use of available cash, drawings under committed credit agreements, commercial paper issuances, ~~or,~~and, in the case of Ameren Missouri and Ameren Illinois, short-term affiliate borrowings. See Note 4 – Short-term Debt and Liquidity under Part II, Item 8, in the Form 10-K for a description of our indebtedness provisions and other covenants as well as a description of money pool arrangements.

The Missouri Credit Agreement and the Illinois Credit Agreement were not utilized for direct borrowings during the nine months ended September 30, ~~2018~~2019, but were used to support commercial paper issuances and to issue letters of credit. Based on commercial paper outstanding and letters of credit issued under the Credit Agreements, the aggregate credit capacity available under the Credit Agreements to Ameren (parent), Ameren Missouri, and Ameren Illinois, collectively, at September 30, ~~2018~~2019, was $1.6 billion. The Ameren Companies were in compliance with the covenants in their Credit Agreements as of September 30, ~~2018.~~2019. As of September 30, ~~2018,~~2019, the ratios of consolidated indebtedness to consolidated total capitalization, calculated in accordance with the provisions of the Credit Agreements, were ~~52%~~53%, ~~46%~~48%, and ~~48%~~47% for Ameren, Ameren Missouri, and Ameren Illinois, respectively.

Commercial Paper

The following table presents commercial paper outstanding, net of issuance discounts, as of September 30, ~~2018,~~2019, and December 31, ~~2017:~~2018:


	September 30, 2018		December 31, 2017		September 30, 2019		December 31, 2018
Ameren (parent)	$	413	$	383	$	90	$	470
Ameren Missouri	—		39		144		55
Ameren Illinois	108		62		310		72
Ameren Consolidated	$	521	$	484
Ameren consolidated					$	544	$	597

The following table summarizes the borrowing activity and relevant interest rates under Ameren (parent)’s, Ameren Missouri’s, and Ameren Illinois’ commercial paper programs for the nine months ended September 30, ~~2018~~2019 and ~~2017:~~2018:


	Ameren (parent)			Ameren Missouri			Ameren Illinois			Ameren Consolidated			Ameren (parent)			Ameren Missouri			Ameren Illinois				Ameren Consolidated
2019
Average daily commercial paper outstanding at par value													$	532		$	141		$	147			$	821
Weighted-average interest rate													2.70		%	2.73		%	2.58		%		2.68		%
Peak commercial paper during period at par value^(a)													$	651		$	549		$	310			$	1,113
Peak interest rate													3.80		%	2.97		%	5.00		%	^(b)	5.00		%	^(b)
2018
Average daily commercial paper outstanding at par value	$	431		$	81		$	117		$	629		$	431		$	81		$	117			$	629
Weighted-average interest rate	2.23		%	1.94		%	2.21		%	2.18		%	2.23		%	1.94		%	2.21		%		2.18		%
Peak commercial paper during period at par value^(a)	$	543		$	481		$	442		$	1,295		$	543		$	481		$	442			$	1,295
Peak interest rate	2.45		%	2.42		%	2.55		%	2.55		%	2.45		%	2.42		%	2.55		%		2.55		%
2017
Average daily commercial paper outstanding at par value	$	669		$	7		$	78		$	754
Weighted-average interest rate	1.27		%	1.20		%	1.28		%	1.27		%
Peak commercial paper during period at par value^(a)	$	841		$	64		$	193		$	948
Peak interest rate	1.50		%	1.41		%	1.50		%	1.50		%

NOTE 4 – LONG-TERM DEBT AND EQUITY FINANCINGS

Ameren

For the three and nine months ended September 30, ~~2018,~~2019, Ameren issued a total of 0.2 million and ~~0.9~~0.7 million shares ~~respectively,~~ of common stock under its DRPlus and 401(k) plan, and received proceeds of ~~$16~~$17 million and ~~$56~~$54 million, respectively. In addition, in the first quarter of ~~2018,~~2019, Ameren issued ~~0.7~~0.8 million shares of common stock valued at ~~$35~~$54 million upon the vesting of stock-based compensation.

In August 2019, Ameren ~~did not~~entered into a forward sale agreement with a counterparty relating to 7.5 million shares of common stock. The forward sale agreement can be settled at Ameren’s discretion on or prior to March 31, 2021. On a settlement date or dates, if Ameren elects to physically settle the forward sale agreement, Ameren will issue ~~any~~shares of common stock to the counterparty at the then-applicable forward sale price.The forward sale price was initially $74.18 per share. The initial forward sale price is subject to adjustment based on a floating interest rate factor equal to the overnight bank funding rate less a spread of 75 basis points, and will be subject to decrease on certain dates specified in the forward sale agreement by specified amounts related to expected dividends on shares of the common stock during the ~~first nine months~~term of ~~2017.~~the forward sale agreement. If the overnight bank funding rate is less than the spread on any day, the interest rate factor will result in a reduction of the forward sale price.

~~In October 2018,~~The forward sale agreement will be physically settled unless Ameren ~~filed a Form S-8 registration statement~~elects to settle in cash or to net share settle. At September 30, 2019, Ameren could have settled the forward sale agreement with ~~the SEC, authorizing the offering~~physical delivery of ~~four~~7.5 million ~~additional~~ shares ~~of its common stock under its 401(k) plan. Shares~~ of common stock ~~issuable under~~to the ~~401(k) plan are,~~counterparty in exchange for cash of $557 million. The forward sale agreement could also have been settled at September 30, 2019, with delivery of approximately $47 million of cash or approximately 0.6 million shares of common stock to the counterparty, if Ameren had elected to net cash or net share settle, respectively.

The forward sale agreement has been classified as an equity transaction because it is indexed to Ameren’s ~~option, newly issued shares, treasury shares,~~common stock, physical settlement is within Ameren’s control, and the other requirements necessary for equity classification were met. As a result of the equity classification, no gain or ~~shares purchased~~loss will be recognized within earnings due to subsequent changes in the ~~open market or in privately negotiated transactions.~~

~~Ameren Missouri~~fair value of the forward sale agreement. If the average price of Ameren’s common stock exceeds the adjusted forward sale price during a quarterly period, the forward sale agreement could have a dilutive effect on earnings per share.

In ~~April 2018,~~September 2019, Ameren ~~Missouri~~ issued ~~$425~~$450 million of ~~4.00% first mortgage bonds~~2.50% senior unsecured notes due ~~April 2048,~~September 2024, with interest payable semiannually on ~~April 1~~March 15 and ~~October 1~~September 15, beginning March 15, 2020. Ameren received net proceeds of $447 million, which were used to repay outstanding short-term debt.

Ameren Missouri

In March 2019, Ameren Missouri issued $450 million of 3.50% first mortgage bonds due March 2029, with interest payable semiannually on March 15 and September 15 of each year, beginning ~~October 1, 2018.~~September 15, 2019. Ameren Missouri received net proceeds of ~~$419~~$447 million, which were used to repay outstanding short-term debt, including short-term debt that Ameren Missouri incurred in connection with the repayment of ~~$179~~$329 million of its ~~6.00%~~6.70% senior secured notes that matured ~~April~~February 1, ~~2018.~~2019.

In ~~August 2018, $199 million principal amount~~June and July 2019, all of the 1992 Series bonds, 1998 Series A bonds, 1998 Series B bonds, and 1998 Series C bonds issued by the Missouri Environmental Improvement and Energy Resources Authority on behalf of Ameren Missouri were subject to purchase in lieu of redemption or a mandatory tender as a result of a change in the method of determining the interest rates on the bonds. The interest rate method of each of the series of bonds, as well as Ameren Missouri’s ~~5.10% senior secured notes matured and~~first mortgage bonds that collaterally secure each of the series of bonds, was changed from a variable rate to a fixed rate. Upon the change in the method of determining the interest rate, the bonds, totaling $207 million, were ~~repaid with cash~~remarketed to new investors. The following table provides additional information on ~~hand.~~the bonds:

~~Ameren Illinois~~



	1992 Series	1998 Series A	1998 Series B	1998 Series C
Transaction month	June 2019	July 2019	July 2019	June 2019
Principal amount	$47	$60	$50	$50
Fixed interest rate	1.60%	2.90%	2.90%	2.75%
Variable interest rate ^(a)	2.36%	3.35%	3.34%	3.83%
Maturity	December 2022	September 2033	September 2033	September 2033
Interest payment dates	June 1 and December 1	March 1 and September 1	March 1 and September 1	March 1 and September 1
Initial interest payment date	December 2019	September 2019	September 2019	September 2019


(a)	Represents the variable interest rate of the bonds effective prior to the change in method of determining the interest rate.

In ~~May 2018,~~October 2019, Ameren ~~Illinois~~Missouri issued ~~$430~~$330 million of ~~3.80%~~3.25% first mortgage bonds due ~~May 2028,~~October 2049, with interest payable semiannually on ~~May 15~~April 1 and ~~November 15~~October 1 of each year, beginning ~~November 15, 2018.~~April 1, 2020. Ameren ~~Illinois~~Missouri received net proceeds of ~~$427~~$326 million, which were used to repay ~~outstanding short-term debt, including short-term debt that Ameren Illinois incurred in connection with the repayment of $144~~$244 million of its ~~6.25%~~5.10% senior unsecured notes due October 1, 2019, with the remaining proceeds used to repay a portion of its short-term debt.

In October 2019, Ameren Missouri redeemed the remaining amount outstanding of its 5.45% first mortgage bonds due 2028 for less than $1 million.

Ameren Illinois

In 2006, Ameren Illinois purchased all $17 million of the 1993 Series B-1 bonds due 2028 issued by the Illinois Finance Authority on behalf of Ameren Illinois pursuant to a mandatory tender. Ameren Illinois’ 1993 Series B-1 senior unsecured notes due 2028 were not extinguished and remained as “Long-term debt, net” on Ameren’s and Ameren Illinois’ balance sheets. In September 2019, Ameren Illinois exchanged its bond investments for the extinguishment of its senior unsecured notes.

In September 2019, Ameren Illinois redeemed the remaining amount outstanding of its 5.70% first mortgage bonds due 2024 for less than $1 million. Additionally, in October 2019, Ameren Illinois redeemed the remaining amount outstanding of its 5.90% first mortgage bonds due 2023 for less than $1 million. Following the redemption of the 5.90% first mortgage bonds, Ameren Illinois collaterally secured its 6.70% senior secured notes ~~that matured April 1, 2018.~~due 2036 with first mortgage bonds issued under its 1992 mortgage indenture.

Indenture Provisions and Other Covenants

See Note 5 – Long-Term Debt and Equity Financings under Part II, Item 8, in the Form 10-K for a description of our indenture provisions and other covenants, as well as restrictions on the payment of dividends. At September 30, ~~2018,~~2019, the Ameren Companies were in compliance with the provisions and covenants contained in their indentures and articles of incorporation, as applicable, and ATXI was in compliance with the provisions and covenants contained in its note purchase agreement.

Off-balance-sheet Arrangements

At September 30, ~~2018,~~2019, none of the Ameren Companies had any significant off-balance-sheet financing arrangements, other than ~~operating leases entered into in the ordinary course of business,~~variable interest entities, letters of credit, and Ameren (parent) guarantee arrangements on behalf of its subsidiaries. See Note 1 – Summary of Significant Accounting Policies for further detail concerning variable interest entities.

NOTE 5 – OTHER INCOME, NET

The following table presents the components of “Other Income, Net” in the Ameren Companies’ statements of income for the three and nine months ended September 30, ~~2018~~2019 and ~~2017:~~

2018:

Three Months Nine Months
2018 2017 2018 2017
Ameren:^(a)

Other Income, Net
Allowance for equity funds used during construction $ 11
$ 6
$ 25
$ 16

Interest income on industrial development revenue bonds 6
7
19
20

Other interest income 2
—
6
5

Non-service cost components of net periodic benefit income 17
^(b)
11
52
^(b)
33

Other income 2
1
5
3

Donations (4 ) —
(15 ) (7 )
Other expense (2 ) (2 ) (8 ) (9 )
Total Other Income, Net $ 32
$ 23
$ 84
$ 61

Ameren Missouri:
Other Income, Net
Allowance for equity funds used during construction $ 8
$ 6
$ 19
$ 15

Interest income on industrial development revenue bonds 6
7
19
20

Other interest income 1
—
2
1

Non-service cost components of net periodic benefit income 4
^(b)
5
13
^(b)
17

Other income 2
—
3
1

Donations (3 ) —
(6 ) (2 )
Other expense (2 ) (2 ) (5 ) (4 )
Total Other Income, Net $ 16
$ 16
$ 45
$ 48

Ameren Illinois:
Other Income, Net
Allowance for equity funds used during construction $ 3
$ —
$ 6
$ 1

Interest income 1
1
4
5

Non-service cost components of net periodic benefit income 8
4
25
8

Other income 1
—
3
2

Donations —
—
(5 ) (5 )
Other expense (2 ) —
(3 ) (3 )
Total Other Income, Net $ 11
$ 5
$ 30
$ 8



	Three Months						Nine Months
	2019			2018			2019			2018
Ameren:
Allowance for equity funds used during construction	$	7		$	11		$	20		$	25
Interest income on industrial development revenue bonds	6			6			19			19
Other interest income	2			2			6			6
Non-service cost components of net periodic benefit income^(a)	23			17			67			52
Miscellaneous income	2			2			6			5
Donations	(1		)	(4		)	(8		)	(15		)
Miscellaneous expense	(5		)	(2		)	(11		)	(8		)
Total Other Income, Net	$	34		$	32		$	99		$	84



	Three Months						Nine Months
	2019			2018			2019			2018
Ameren Missouri:
Allowance for equity funds used during construction	$	6		$	8		$	14		$	19
Interest income on industrial development revenue bonds	6			6			19			19
Other interest income	—			1			—			2
Non-service cost components of net periodic benefit income^(a)	4			4			13			13
Miscellaneous income	2			2			4			3
Donations	(1		)	(3		)	(3		)	(6		)
Miscellaneous expense	(2		)	(2		)	(4		)	(5		)
Total Other Income, Net	$	15		$	16		$	43		$	45
Ameren Illinois:
Allowance for equity funds used during construction	$	1		$	3		$	6		$	6
Interest income	1			1			5			4
Non-service cost components of net periodic benefit income	12			8			36			25
Miscellaneous income	1			1			3			3
Donations	—			—			(5		)	(5		)
Miscellaneous expense	(2		)	(2		)	(6		)	(3		)
Total Other Income, Net	$	13		$	11		$	39		$	30


(a)	~~Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.~~

~~(b)~~

For the three and nine months ended September 30, ~~2018,~~2019, the non-service cost components of net periodic benefit income were partially offset by a $5$7 million and ~~$13~~$22 million deferral, respectively, due to a regulatory tracking mechanism for the difference between the level of such costs incurred by Ameren Missouri under GAAP and the level of such costs included in ~~rates.~~rates (2018 – $5 million and $13 million, respectively).

NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENTS

We use derivatives to manage the risk of changes in market prices for natural gas and power, as well as the risk of changes in rail transportation surcharges through fuel oil hedges. Such price fluctuations may cause the following:

an unrealized appreciation or depreciation of our contracted commitments to purchase or sell when purchase or sale prices under the commitments are compared with current commodity prices;

market values of natural gas inventories that differ from the cost of those commodities in inventory; and

actual cash outlays for the purchase of these commodities that differ from anticipated cash outlays.

The derivatives that we use to hedge these risks are governed by our risk management policies for forward contracts, futures, options, and swaps. Our net positions are continually assessed within our structured hedging programs to determine whether new or offsetting transactions are required. The goal of the hedging program is generally to mitigate financial risks while ensuring that sufficient volumes are available to meet our requirements. Contracts we enter into as part of our risk management program may be settled financially, settled by physical delivery, or net settled with the counterparty.

The following table presents open gross commodity contract volumes by commodity type for derivative assets and liabilities as of September 30, 2018, and December 31, 2017. As of September 30, 2018, these contracts extended through October 2021, March 2023, and May 2032 for fuel oils, natural gas, and power, respectively.

Quantity (in millions)
2018 2017
Commodity Ameren Missouri Ameren Illinois Ameren Ameren Missouri Ameren Illinois Ameren
Fuel oils (in gallons)^(a)
42
(b)
42
28
(b)
28
Natural gas (in mmbtu) 20
160
180
24
139
163
Power (in megawatthours) 2
8
10
3
9
12


~~(a)~~	~~Consists of ultra-low-sulfur diesel products.~~


~~(b)~~	~~Not applicable.~~

All contracts considered to be derivative instruments are required to be recorded on the balance sheet at their fair values, unless the NPNS exception applies. ~~See Note 7 – Fair Value Measurements for a discussion of our methods of assessing the fair value of derivative instruments.~~ Many of our physical contracts, such as our purchased power contracts, qualify for the NPNS exception to derivative accounting rules. The revenue or expense on NPNS contracts is recognized at the contract price upon physical delivery. The following disclosures exclude NPNS contracts and other non-derivative commodity contracts that are accounted for under the accrual method of accounting.

If we determine that a contract meets the definition of a derivative and is not eligible for the NPNS exception, we review the contract to determine whether the resulting gains or losses qualify for regulatory deferral. Derivative contracts that qualify for regulatory deferral are recorded at fair value, with changes in fair value recorded as regulatory assets or liabilities in the period in which the change occurs. We believe derivative losses and gains deferred as regulatory assets and liabilities are probable of recovery, or refund, through future rates charged to customers. Regulatory assets and liabilities are amortized to operating income as related losses and gains are reflected in rates charged to customers. Therefore, gains and losses on these derivatives have no effect on operating income. As of September 30, ~~2018,~~2019, and December 31, ~~2017,~~2018, all contracts that met the definition of a derivative and were not eligible for the NPNS exception received regulatory deferral.

The following table presents open gross commodity contract volumes by commodity type for derivative assets and liabilities as of September 30, 2019, and December 31, 2018. As of September 30, 2019, these contracts extended through October 2022, March 2024, and May 2032 for fuel oils, natural gas, and power, respectively.



	Quantity (in millions)
	2019			2018
Commodity	Ameren Missouri	Ameren Illinois	Ameren	Ameren Missouri	Ameren Illinois	Ameren
Fuel oils (in gallons)^(a)	63	—	63	66	—	66
Natural gas (in mmbtu)	20	142	162	19	154	173
Power (in megawatthours)	4	8	12	1	8	9


(a)	Consists of ultra-low-sulfur diesel products.

The following table presents the carrying value and balance sheet location of all derivative commodity contracts, none of which were designated as hedging instruments, as of September 30, ~~2018,~~2019, and December 31, ~~2017:~~

2018:


	Balance Sheet Location	Ameren Missouri		Ameren Illinois		Ameren				September 30, 2019					December 31, 2018
2018
								Balance Sheet Location		Ameren Missouri		Ameren Illinois		Ameren			Ameren Missouri		Ameren Illinois		Ameren
Fuel oils	Other current assets	$	10	$	—	$	10	Other current assets	$	4	$	—	$	4		$	3	$	—	$	3
	Other assets	6		—		6		Other assets		2		—		2			5		—		5
Natural gas	Other current assets	—		1		1		Other current assets		—		2		2			—		1		1
	Other assets	—		1		1		Other assets		—		1		1			—		2		2
Power	Other current assets	3		—		3		Other current assets		8		—		8			4		—		4
	Total assets ^(a)	$	19	$	2	$	21	Other assets		4		—		4			—		—		—
								Total assets	$	18	$	3	$	21		$	12	$	3	$	15
Fuel oils	Other deferred credits and liabilities	$	1	$	—	$	1	Other current liabilities	$	7	$	—	$	7		$	4	$	—	$	4
Natural gas	Other current liabilities	4		12		16
	Other deferred credits and liabilities	2		9		11
Power	Other current liabilities	3		13		16
	Other deferred credits and liabilities	—		174		174
	Total liabilities ^(b)	$	10	$	208	$	218
2017
Fuel oils	Other current assets	$	5	$	—	$	5
	Other assets	2		—		2
Natural gas	Other assets	1		—		1
Power	Other current assets	9		—		9
	Total assets ^(a)	$	17	$	—	$	17	Other deferred credits and liabilities		5		—		5			9		—		9
Natural gas	Other current liabilities	$	5	$	12	$	17	Other current liabilities		3		12		15			4		8		12
	Other deferred credits and liabilities	3		10		13		Other deferred credits and liabilities		1		7		8			1		6		7
Power	Other current liabilities	1		13		14		Other current liabilities		3		15		18			4		14		18
	Other deferred credits and liabilities	—		182		182		Other deferred credits and liabilities		1		189		190			—		169		169
	Total liabilities ^(b)	$	9	$	217	$	226	Total liabilities	$	20	$	223	$	243		$	22	$	197	$	219


~~(a)~~	~~The cumulative amount of pretax net gains on all derivative instruments is deferred as a regulatory liability.~~


~~(b)~~	~~The cumulative amount of pretax net losses on all derivative instruments is deferred as a regulatory asset.~~

Derivative instruments are subject to various credit-related losses in the event of nonperformance by counterparties to the transaction. Exchange-traded contracts are supported by the financial and credit quality of the clearing members of the respective exchanges; these contracts have nominal credit risk. In all other transactions, we are exposed to credit risk. Our credit risk management program involves establishing credit limits and collateral requirements for counterparties, using master netting arrangements or similar agreements, and reporting daily exposure to senior management.

We believe that entering into master netting arrangements or similar agreements mitigates the level of financial loss that could result from default by allowing net settlement of derivative assets and liabilities. These master netting arrangements allow the counterparties to net settle sale and purchase transactions. Further, collateral requirements are calculated at the master netting arrangement or similar agreement level by counterparty.

The Ameren Companies elect to present the fair value amounts of derivative assets and derivative liabilities subject to an enforceable master netting arrangement or similar agreement at the gross amounts on the balance sheet. However, if the gross amounts recognized on the balance sheet were netted with derivative instruments and cash collateral received or posted, the net amounts would not be materially different from the gross amounts at September 30, ~~2018,~~2019, and December 31, ~~2017.~~2018.

~~Concentrations of~~ Credit Risk

In determining our concentrations of credit risk related to derivative instruments, we review our individual counterparties and categorize each counterparty into groupings according to the primary business in which each engages. We calculate maximum exposures based on the gross fair value of financial instruments, including NPNS and other accrual contracts. These exposures are calculated on a gross basis, which include affiliate exposure not eliminated at the consolidated Ameren level. As of September 30, ~~2018,~~2019, if counterparty groups were to fail completely to perform on contracts, the Ameren ~~Ameren Missouri, and Ameren Illinois’~~Companies’ maximum ~~exposures were $37 million, $34 million and $3 million, respectively. The potential loss on counterparty exposures may be reduced~~exposure related to derivative assets would have been immaterial with or ~~eliminated by the application of master netting arrangements or similar agreements and collateral held. As of September 30, 2018, the potential loss after~~without consideration of the application of master netting arrangements or similar agreements and collateral ~~held for Ameren, Ameren Missouri, and Ameren Illinois was $32 million, $31 million, and $1 million, respectively.~~held.

~~Derivative Instruments with Credit Risk-related Contingent Features~~

~~Our commodity contracts~~Certain of our derivative instruments contain collateral provisions tied to the Ameren Companies’ credit ratings. If our credit ratings were downgraded below investment grade, or if a counterparty with reasonable grounds for uncertainty regarding our ability to satisfy an obligation requested adequate assurance of performance, additional collateral postings might be required. The ~~following table presents, as~~additional collateral required is the net liability position allowed under master netting arrangements or similar agreements, assuming (1) the credit risk-related contingent features underlying these arrangements were triggered and, (2) those counterparties with rights to do so requested collateral. As of September 30, ~~2018,~~2019, the aggregate fair value of ~~all~~ derivative instruments with credit risk-related contingent features in a gross liability position, the cash collateral posted, and the aggregate amount of additional collateral that counterparties could require. The additional collateral required is the net liability position allowed under the master netting arrangements or similar agreements, assuming (1) the credit risk-related contingent features underlying these arrangementsrequire were ~~triggered on September 30, 2018,~~each immaterial to Ameren, Ameren Missouri, and ~~(2) those counterparties with rights to do so requested collateral.~~

Ameren Illinois.

Aggregate Fair Value of
Derivative Liabilities^(a)

Cash
Collateral Posted

Potential Aggregate Amount of
Additional Collateral Required^(b)
Ameren Missouri $ 71
$ 4
$ 51
Ameren Illinois 49
—
43
Ameren $ 120
$ 4
$ 94


~~(a)~~	~~Before consideration of master netting arrangements or similar agreements and including NPNS and other accrual contract exposures.~~


~~(b)~~	As collateral requirements with certain counterparties are based on master netting arrangements or similar agreements, the aggregate amount of additional collateral required to be posted is determined after consideration of the effects of such arrangements.

NOTE 7 – FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ~~We use various methods to determine fair~~Fair value ~~including market, income, and cost approaches. With these approaches, we adopt certain assumptions that market participants would use~~measurements are classified in ~~pricing~~three levels based on the asset or liability, including assumptions about market risk or the risks inherent in the inputs to the valuation. Inputs to valuations can be readily observable, market-corroborated, or unobservable. We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

~~Authoritative accounting guidance provides a~~ fair value hierarchy that prioritizes the inputs used to measure fair value. On a quarterly basis, all financial assets and liabilities carried at fair value are classified and disclosed in one of three hierarchy levels. Financial assets and liabilities are classified in their entirety according to the lowest level of input that is significant to the fair value measurement.as defined by GAAP. See Note 8 – Fair Value Measurements

under Part II, Item 8, of the Form 10-K for information related to hierarchy ~~levels.~~

levels and valuation techniques.

We consider nonperformance risk in our valuation of derivative instruments by analyzing our own credit standing and the credit standing of our counterparties, and by considering any ~~counterparty~~ credit enhancements (e.g., collateral). ~~We have also factored the impact of our credit standing, as well as any potential credit enhancements, into the fair value measurement of both derivative assets and derivative liabilities.~~ Included in our valuation, and based on current market conditions, is a valuation adjustment for counterparty default derived from market data such as the price of credit default swaps, bond yields, and credit ratings. No material gains or losses related to valuation adjustments for counterparty default risk were recorded at Ameren, Ameren Missouri, or Ameren Illinois in the three and nine months ended September 30, ~~2018~~2019 or ~~2017.~~2018. At September 30, ~~2018,~~2019, and December 31, ~~2017,~~2018, the counterparty default risk valuation adjustment related to derivative contracts was immaterial for Ameren, Ameren Missouri, and Ameren Illinois.

The following table sets forth, by level within the fair value hierarchy, our assets and liabilities measured at fair value on a recurring basis as of September 30, ~~2018~~:2019, and December 31, 2018:


												September 30, 2019									December 31, 2018
		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total				Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Assets:											Assets:
Ameren	Derivative assets – commodity contracts^(a):										Ameren
											Derivative assets – commodity contracts^(a):
	Fuel oils	$	8	$	—	$	8	$	16		Fuel oils	$	—	$	—	$	6	$	6		$	1	$	—	$	7	$	8
	Natural gas	—		1		1		2			Natural gas	—		—		3		3			—		2		1		3
	Power	—		—		3		3			Power	1		—		11		12			—		1		3		4
	Total derivative assets – commodity contracts	$	8	$	1	$	12	$	21		Total derivative assets – commodity contracts	$	1	$	—	$	20	$	21		$	1	$	3	$	11	$	15
	Nuclear decommissioning trust fund:										Nuclear decommissioning trust fund:
	Equity securities:										Equity securities:
	U.S. large capitalization	$	497	$	—	$	—	$	497		U.S. large capitalization	$	518	$	—	$	—	$	518		$	427	$	—	$	—	$	427
	Debt securities:										Debt securities:
	U.S. Treasury and agency securities	—		139		—		139			U.S. Treasury and agency securities	—		136		—		136			—		148		—		148
	Corporate bonds	—		77		—		77			Corporate bonds	—		86		—		86			—		72		—		72
	Other	—		33		—		33			Other	—		50		—		50			—		32		—		32
	Total nuclear decommissioning trust fund	$	497	$	249	$	—	$	746	^(b)	Total nuclear decommissioning trust fund	$	518	$	272	$	—	$	790	^(b)	$	427	$	252	$	—	$	679	^(b)
	Total Ameren	$	505	$	250	$	12	$	767		Total Ameren	$	519	$	272	$	20	$	811		$	428	$	255	$	11	$	694
Ameren Missouri	Derivative assets – commodity contracts^(a):										Ameren Missouri
	Fuel oils	$	8	$	—	$	8	$	16		Derivative assets – commodity contracts^(a):
	Power	—		—		3		3			Fuel oils	$	—	$	—	$	6	$	6		$	1	$	—	$	7	$	8
	Total derivative assets – commodity contracts	$	8	$	—	$	11	$	19		Power	1		—		11		12			—		1		3		4
	Nuclear decommissioning trust fund:										Total derivative assets – commodity contracts	$	1	$	—	$	17	$	18		$	1	$	1	$	10	$	12
	Equity securities:										Nuclear decommissioning trust fund:
	U.S. large capitalization	$	497	$	—	$	—	$	497		Equity securities:
	Debt securities:										U.S. large capitalization	$	518	$	—	$	—	$	518		$	427	$	—	$	—	$	427
	U.S. Treasury and agency securities	—		139		—		139			Debt securities:
	Corporate bonds	—		77		—		77			U.S. Treasury and agency securities	—		136		—		136			—		148		—		148
	Other	—		33		—		33			Corporate bonds	—		86		—		86			—		72		—		72
	Total nuclear decommissioning trust fund	$	497	$	249	$	—	$	746	^(b)	Other	—		50		—		50			—		32		—		32
	Total Ameren Missouri	$	505	$	249	$	11	$	765		Total nuclear decommissioning trust fund	$	518	$	272	$	—	$	790	^(b)	$	427	$	252	$	—	$	679	^(b)
											Total Ameren Missouri	$	519	$	272	$	17	$	808		$	428	$	253	$	10	$	691
Ameren Illinois	Derivative assets – commodity contracts^(a):										Ameren Illinois
											Derivative assets – commodity contracts^(a):
	Natural gas	$	—	$	1	$	1	$	2		Natural gas	$	—	$	—	$	3	$	3		$	—	$	2	$	1	$	3
Liabilities:											Liabilities:
Ameren	Derivative liabilities – commodity contracts^(a):										Ameren
	Fuel oils	$	—	$	—	$	1	$	1		Derivative liabilities – commodity contracts^(a):
	Natural gas	1		21		5		27			Fuel oils	$	4	$	—	$	8	$	12		$	2	$	—	$	11	$	13
	Power	—		—		190		190			Natural gas	2		17		4		23			—		15		4		19
	Total Ameren	$	1	$	21	$	196	$	218		Power	—		1		207		208			—		1		186		187
Ameren Missouri	Derivative liabilities – commodity contracts^(a):
	Fuel oils	$	—	$	—	$	1	$	1		Total Ameren	$	6	$	18	$	219	$	243		$	2	$	16	$	201	$	219
	Natural gas	—		6		—		6
	Power	—		—		3		3
	Total Ameren Missouri	$	—	$	6	$	4	$	10
Ameren Illinois	Derivative liabilities – commodity contracts^(a):
	Natural gas	$	1	$	15	$	5	$	21
	Power	—		—		187		187
	Total Ameren Illinois	$	1	$	15	$	192	$	208



		September 30, 2019								December 31, 2018
		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Ameren Missouri
	Derivative liabilities – commodity contracts^(a):
	Fuel oils	$	4	$	—	$	8	$	12	$	2	$	—	$	11	$	13
	Natural gas	—		3		1		4		—		5		—		5
	Power	—		1		3		4		—		1		3		4
	Total Ameren Missouri	$	4	$	4	$	12	$	20	$	2	$	6	$	14	$	22
Ameren Illinois
	Derivative liabilities – commodity contracts^(a):
	Natural gas	$	2	$	14	$	3	$	19	$	—	$	10	$	4	$	14
	Power	—		—		204		204		—		—		183		183
	Total Ameren Illinois	$	2	$	14	$	207	$	223	$	—	$	10	$	187	$	197


(a)	The derivative asset and liability balances are presented net of registrant and counterparty credit considerations.


(b)	Balance excludes $6$8 million and $5 million of cash and cash equivalents, receivables, payables, and accrued income, ~~net.~~net, for September 30, 2019, and December 31, 2018, respectively.

~~The following table sets forth, by level within the fair value hierarchy, our~~Level 3 fuel oils and natural gas derivative contract assets and liabilities measured at fair value on a recurring basis aswere immaterial for all periods presented. The following table presents the fair value reconciliation of ~~December 31, 2017~~:

Quoted Prices in
Active Markets for
Identical Assets
or Liabilities
(Level 1)

Significant Other
Observable
Inputs
(Level 2)

Significant Other
Unobservable
Inputs
(Level 3)
Total
Assets:
Ameren
Derivative assets – commodity contracts^(a):

Fuel oils $ 4
$ —
$ 3
$ 7

Natural gas —
—
1
1

Power —
1
8
9

Total derivative assets – commodity contracts
$ 4
$ 1
$ 12
$ 17

Nuclear decommissioning trust fund:
Equity securities:
U.S. large capitalization $ 468
$ —
$ —
$ 468

Debt securities:
U.S. Treasury and agency securities —
125
—
125

Corporate bonds —
82
—
82

Other —
25
—
25

Total nuclear decommissioning trust fund $ 468
$ 232
$ —
$ 700
^(b)
Total Ameren $ 472
$ 233
$ 12
$ 717

Ameren Missouri
Derivative assets – commodity contracts^(a):

Fuel oils $ 4
$ —
$ 3
$ 7

Natural gas —
—
1
1

Power —
1
8
9

Total derivative assets – commodity contracts
$ 4
$ 1
$ 12
$ 17

Nuclear decommissioning trust fund:
Equity securities:
U.S. large capitalization $ 468
$ —
$ —
$ 468

Debt securities:
U.S. Treasury and agency securities —
125
—
125

Corporate bonds —
82
—
82

Other —
25
—
25

Total nuclear decommissioning trust fund $ 468
$ 232
$ —
$ 700
^(b)
Total Ameren Missouri $ 472
$ 233
$ 12
$ 717

Liabilities:
Ameren
Derivative liabilities – commodity contracts^(a):

Natural gas $ 1
$ 25
$ 4
$ 30

Power —
—
196
196

Total Ameren $ 1
$ 25
$ 200
$ 226

Ameren Missouri
Derivative liabilities – commodity contracts^(a):

Natural gas $ —
$ 7
$ 1
$ 8

Power —
—
1
1

Total Ameren Missouri $ —
$ 7
$ 2
$ 9

Ameren Illinois
Derivative liabilities – commodity contracts^(a):

Natural gas $ 1
$ 18
$ 3
$ 22

Power —
—
195
195

Total Ameren Illinois $ 1
$ 18
$ 198
$ 217


~~(a)~~	~~The derivative asset and liability balances are presented net of counterparty credit considerations.~~


~~(b)~~	~~Balance excludes $4 million of cash and cash equivalents, receivables, payables, and accrued income, net.~~

~~All costs related to financial~~Level 3 power derivative contract assets and liabilities ~~classified as~~measured at fair value on a recurring basis for the three and nine months ended September 30, 2019 and 2018:



	2019									2018
	Ameren Missouri			Ameren Illinois			Ameren			Ameren Missouri			Ameren Illinois			Ameren
For the three months ended September 30:
Beginning balance at July 1	$	15		$	(191	)	$	(176	)	$	5		$	(190	)	$	(185	)
Realized and unrealized gains/(losses) included in regulatory assets/liabilities	(4		)	(17		)	(21		)	(4		)	—			(4		)
Purchases	—			—			—			1			—			1
Settlements	(1		)	4			3			(1		)	3			2
Transfers out of Level 3	(2		)	—			(2		)	(1		)	—			(1		)
Ending balance at September 30	$	8		$	(204	)	$	(196	)	$	—		$	(187	)	$	(187	)
Change in unrealized gains/(losses) related to assets/liabilities held at September 30	$	(4	)	$	(17	)	$	(21	)	$	—		$	—		$	—
For the nine months ended September 30:
Beginning balance at January 1	$	—		$	(183	)	$	(183	)	$	7		$	(195	)	$	(188	)
Realized and unrealized gains/(losses) included in regulatory assets/liabilities	12			(32		)	(20		)	(7		)	(1		)	(8		)
Purchases	—			—			—			5			—			5
Settlements	(2		)	11			9			(4		)	9			5
Transfers out of Level 3	(2		)	—			(2		)	(1		)	—			(1		)
Ending balance at September 30	8			(204		)	(196		)	—			(187		)	(187		)
Change in unrealized gains/(losses) related to assets/liabilities held at September 30	$	8		$	(31	)	$	(23	)	$	(1	)	$	(2	)	$	(3	)

For the three and nine months ended September 30, 2019 and 2018, there were no material transfers between fair value hierarchy levels.

All gains or losses related to our Level 3 ~~in the fair value hierarchy~~derivative commodity contracts are expected to be ~~recoverable~~recovered or returned through customer rates; therefore, there is no impact to net income resulting from changes in the fair value of these instruments. For the three and nine months ended September 30, 2018 and 2017, the balances and changes in the fair value of Level 3 financial assets and liabilities associated with fuel oils and natural gas were immaterial.

~~The following table summarizes the changes in the fair value of power financial assets and liabilities classified as Level 3 in the fair value hierarchy:~~

Net derivative commodity contracts

Ameren
Missouri

Ameren
Illinois
Ameren
For the three months ended September 30, 2018
Beginning balance at July 1, 2018 $ 5
$ (190 ) $ (185 )
Realized and unrealized losses included in regulatory assets/liabilities (4 ) —
(4 )
Purchases 1
—
1
Settlements (1 ) 3
2
Transfers out of Level 3 (1 ) —
(1 )
Ending balance at September 30, 2018 $ —
$ (187 ) $ (187 )
Change in unrealized losses related to assets/liabilities held at September 30, 2018 $ —
$ —
$ —
For the three months ended September 30, 2017
Beginning balance at July 1, 2017 $ 14
$ (192 ) $ (178 )
Realized and unrealized losses included in regulatory assets/liabilities (2 ) (3 ) (5 )
Sales 1
—
1
Settlements (3 ) 3
—
Ending balance at September 30, 2017 $ 10
$ (192 ) $ (182 )
Change in unrealized losses related to assets/liabilities held at September 30, 2017 $ —
$ (2 ) $ (2 )
For the nine months ended September 30, 2018
Beginning balance at January 1, 2018 $ 7
$ (195 ) $ (188 )
Realized and unrealized losses included in regulatory assets/liabilities (7 ) (1 ) (8 )
Purchases 5
—
5
Settlements (4 ) 9
5
Transfers out of Level 3 (1 ) —
(1 )
Ending balance at September 30, 2018 $ —
$ (187 ) $ (187 )
Change in unrealized losses related to assets/liabilities held at September 30, 2018 $ (1 ) $ (2 ) $ (3 )
For the nine months ended September 30, 2017
Beginning balance at January 1, 2017 $ 7
$ (185 ) $ (178 )
Realized and unrealized losses included in regulatory assets/liabilities (3 ) (14 ) (17 )
Purchases 15
—
15
Sales 1
—
1
Settlements (10 ) 7
(3 )
Ending balance at September 30, 2017 $ 10
$ (192 ) $ (182 )
Change in unrealized losses related to assets/liabilities held at September 30, 2017 $ —
$ (15 ) $ (15 )

Transfers into or out of Level 3 represent either (1) existing assets and liabilities that were previously categorized as a higher level, but were recategorized to Level 3 because the inputs to the model became unobservable during the period or (2) existing assets and liabilities that were previously classified as Level 3, but were recategorized to a higher level because the lowest significant input became observable during the period. For the three and nine months ended September 30, 2018 and 2017, there were no material transfers between Level 1 and Level 2, Level 1 and Level 3, or Level 2 and Level 3 related to derivative commodity contracts.

The following table describes the valuation techniques and significant unobservable inputs utilized ~~by the Ameren Companies~~ for the fair value of ~~financial~~our Level 3 power derivative contract assets and liabilities ~~measured at fair value on a recurring basis and classified as Level 3 in the fair value hierarchy~~ as of September 30, ~~2018,~~2019, and December 31, ~~2017:~~2018:

Fair Value Weighted Average
Assets Liabilities
Valuation Technique(s) Unobservable Input Range
Level 3 Derivative asset and liability – commodity contracts^(a):

2018
Fuel oils $ 8
$ (1 ) Option model
Volatilities(%)^(b)
20 – 34 23
Discounted cash flow
Counterparty credit risk(%)^(c)(d)
0.21 – 0.79 0.55

Ameren Missouri credit risk(%)^(c)(d)
0.35 0.35
Natural gas 1
(5 ) Discounted cash flow
Nodal basis ($/mmbtu)^(b)
(1.30) – 0.70 (0.80)

Counterparty credit risk (%)^(c)(d)
0.32 – 0.95 0.77

Ameren Illinois credit risk (%)^(c)(d)
0.35 0.35

Power^(e)
3
(190 ) Discounted cash flow
Average forward peak and off-peak pricing – forwards/swaps ($/MWh)^(f)
23 – 40 28

Estimated auction price for FTRs ($/MW)^(b)
(911) – 1,504 19

Nodal basis ($/MWh)^(f)
(10) – 0 (2)

Counterparty credit risk (%)^(c)(d)
0.95 0.95

Ameren Illinois credit risk (%)^(c)(d)
0.35 0.35
Fundamental energy production model
Estimated future natural gas prices ($/mmbtu)^(b)
2 - 3 3

Escalation rate (%)^(b)(g)
4 4
Contract price allocation
Estimated renewable energy credit costs ($/credit)^(b)
5 – 7 6
2017
Fuel oils $ 3
$ —
Option model
Volatilities (%)^(b)
20 – 26 22
Discounted cash flow
Counterparty credit risk (%)^(c)(d)
0.12 – 0.72 0.41

Ameren Missouri credit risk (%)^(c)(d)
0.37 0.37
Natural gas 1
(4 ) Option model
Volatilities (%)^(b)
26 – 46 37

Nodal basis ($/mmbtu)^(c)
(0.50) – (0.30) (0.40)
Discounted cash flow
Nodal basis ($/mmbtu)^(b)
(1.20) – 0.10 (1)

Counterparty credit risk (%)^(c)(d)
0.37 – 0.92 0.53

Ameren credit risk (%)^(c)(d)
0.37 0.37

Power^(e)
8
(196 ) Discounted cash flow
Average forward peak and off-peak pricing – forwards/swaps ($/MWh)^(f)
24 – 46 28

Estimated auction price for FTRs ($/MW)^(b)
(65) – 1,823 251

Nodal basis ($/MWh)^(f)
(10) – 0 (2)

Counterparty credit risk (%)^(c)(d)
0.28 0.28

Ameren Illinois credit risk (%)^(c)(d)
0.37 0.37
Fundamental energy production model
Estimated future natural gas prices ($/mmbtu)^(b)
3 – 4 3

Escalation rate (%)^(b)(g)
5 5
Contract price allocation
Estimated renewable energy credit costs ($/credit)^(b)
5 – 7 6



			Fair Value^(a)						Weighted Average
	Commodity		Assets		Liabilities	Valuation Technique(s)	Unobservable Input	Range	Weighted Average
2019	Power^(b)	$	11	$	(207)	Discounted cash flow	Average forward peak and off-peak pricing – forwards/swaps ($/MWh)^(c)	22 – 37	25
							Nodal basis ($/MWh)^(c)	(7) – 0	(3)
						Fundamental energy production model	Estimated future natural gas prices ($/mmbtu)^(c)	3 – 3	3
2018	Power^(d)	$	3	$	(186)	Discounted cash flow	Average forward peak and off-peak pricing – forwards/swaps ($/MWh)^(c)	23 – 39	28
							Nodal basis ($/MWh)^(c)	(9) – 0	(2)
						Fundamental energy production model	Estimated future natural gas prices ($/mmbtu)^(c)	3 – 4	3


(a)	The derivative asset and liability balances are presented net of registrant and counterparty credit considerations.


(b)	Power valuations use visible third-party pricing evaluated by month for peak and off-peak demand through 2024. Valuations beyond 2024 use fundamentally modeled pricing by month for peak and off-peak demand.


(c)	Generally, significant increases (decreases) in this input in isolation would result in a significantly higher (lower) fair value measurement.


~~(c)~~	~~Generally, significant increases (decreases) in this input in isolation would result in a significantly lower (higher) fair value measurement.~~


(d)	Counterparty credit risk is applied only to counterparties with derivative asset balances. Ameren Missouri and Ameren Illinois credit risk is applied only to counterparties with derivative liability balances.


~~(e)~~	Power valuations use visible third-party pricing evaluated by month for peak and off-peak demand through ~~2022 for September 30, 2018, and through 2021 for December 31, 2017.~~2022. Valuations beyond 2022 ~~for September 30, 2018, and 2021 for December 31, 2017,~~ use fundamentally modeled pricing by month for peak and off-peak demand.


~~(f)~~	~~The balance at Ameren is comprised of Ameren Missouri and Ameren Illinois power contracts, which respond differently to unobservable input changes due to their opposing positions.~~


~~(g)~~	~~Escalation rate applies to power prices in 2031 and beyond.~~

The following table sets forth, by level within the fair value hierarchy, the carrying amount and fair value of financial assets and liabilities disclosed, but not carried, at fair value as of September 30, ~~2018,~~2019, and December 31, ~~2017:~~2018:


	September 30, 2018												September 30, 2019
	Carrying Amount			Fair Value									Carrying Amount			Fair Value
				Level 1		Level 2		Level 3			Total					Level 1		Level 2		Level 3			Total
Ameren:
Cash, cash equivalents, and restricted cash	$	92		$	92	$	—	$	—		$	92	$	155		$	155	$	—	$	—		$	155
Investments in held-to-maturity debt securities^(a)	276			—		276		—			276
Investments in industrial development revenue bonds^(a)													270			—		270		—			270
Short-term debt	521			—		521		—			521		544			—		544		—			544
Long-term debt (including current portion)^(a)	8,263		^(b)	—		7,981		412		^(c)	8,393		8,987		^(b)	—		9,727		491		^(c)	10,218
Preferred stock^(d)	142			—		139		—			139
Ameren Missouri:
Cash, cash equivalents, and restricted cash	$	7		$	7	$	—	$	—		$	7	$	14		$	14	$	—	$	—		$	14
Advances to money pool	28			—		28		—			28
Investments in held-to-maturity debt securities^(a)	276			—		276		—			276
Long-term debt (including current portion)^(a)	4,004		^(b)	—		4,173		—			4,173
Preferred stock	80			—		78		—			78
Ameren Illinois:
Cash, cash equivalents, and restricted cash	$	71		$	71	$	—	$	—		$	71
Short-term debt	108			—		108		—			108
Borrowings from money pool	45			—		45		—			45
Long-term debt (including current portion)	3,114		^(b)	—		3,134		—			3,134
Preferred stock	62			—		61		—			61
	December 31, 2017
Ameren:
Cash, cash equivalents, and restricted cash	$	68		$	68	$	—	$	—		$	68
Investments in held-to-maturity debt securities^(a)	276			—		276		—			276
Investments in industrial development revenue bonds^(a)													270			—		270		—			270
Short-term debt	484			—		484		—			484		144			—		144		—			144
Long-term debt (including current portion)^(a)	7,935		^(b)	—		8,531		—			8,531		4,115		^(b)	—		4,766		—			4,766
Preferred stock^(d)	142			—		131		—			131
Ameren Missouri:
Cash, cash equivalents, and restricted cash	$	7		$	7	$	—	$	—		$	7
Investments in held-to-maturity debt securities^(a)	276			—		276		—			276
Short-term debt	39			—		39		—			39
Long-term debt (including current portion)^(a)	3,961		^(b)	—		4,348		—			4,348
Preferred stock	80			—		80		—			80
Ameren Illinois:
Cash, cash equivalents, and restricted cash	$	41		$	41	$	—	$	—		$	41	$	117		$	117	$	—	$	—		$	117
Short-term debt	62			—		62		—			62		310			—		310		—			310
Long-term debt (including current portion)	2,830		^(b)	—		3,028		—			3,028		3,279		^(b)	—		3,788		—			3,788
Preferred stock	62			—		51		—			51
													December 31, 2018
Ameren:
Cash, cash equivalents, and restricted cash													$	107		$	107	$	—	$	—		$	107
Investments in industrial development revenue bonds^(a)													270			—		270		—			270
Short-term debt													597			—		597		—			597
Long-term debt (including current portion)^(a)													8,439		^(b)	—		8,240		429		^(c)	8,669
Ameren Missouri:
Cash, cash equivalents, and restricted cash													$	8		$	8	$	—	$	—		$	8
Investments in industrial development revenue bonds^(a)													270			—		270		—			270
Short-term debt													55			—		55		—			55
Long-term debt (including current portion)^(a)													3,998		^(b)	—		4,156		—			4,156
Ameren Illinois:
Cash, cash equivalents, and restricted cash													$	80		$	80	$	—	$	—		$	80
Short-term debt													72			—		72		—			72
Long-term debt (including current portion)													3,296		^(b)	—		3,391		—			3,391

~~Ameren Illinois Company, doing business as Ameren Illinois, operates rate-regulated electric transmission, electric distribution, and natural gas distribution businesses in Illinois.~~


•	Union Electric Company, doing business as Ameren Missouri, operates a rate-regulated electric generation, transmission, and distribution business and a rate-regulated natural gas distribution business in Missouri.


•	Ameren Illinois Company, doing business as Ameren Illinois, operates rate-regulated electric transmission, electric distribution, and natural gas distribution businesses in Illinois.

Ameren’s financial statements are prepared on a consolidated basis and therefore include the accounts of its majority-owned subsidiaries. All intercompany transactions have been ~~eliminated.~~ eliminated, except as disclosed in Note 8 – Related-party Transactions, under Part I, Item 1, of this report. Ameren Missouri and Ameren Illinois have no subsidiaries. All tabular dollar amounts are in millions, unless otherwise indicated.

In addition to presenting results of operations and earnings amounts in total, we present certain information in cents per share. These amounts reflect factors that directly affect Ameren’s earnings. We believe this per share information helps readers to understand the impact of these factors on Ameren’s earnings per share.

OVERVIEW

Net income attributable to Ameren common shareholders ~~was $357 million~~ in the three months ended September 30, ~~2018,~~2019, was $364 million, or $1.47 per diluted share, compared with ~~$288~~$357 million, or $1.45 per diluted share, in the year-ago period. Net income attributable to Ameren common shareholders ~~was $747 million~~ in the nine months ended September 30, ~~2018,~~2019, was $734 million, or $2.97 per diluted share, compared with ~~$583~~$747 million, or $3.04 per diluted share, in the year-ago period. Net income infor the three and nine months ended September 30, ~~2018,~~2019, compared to the year-ago periods, was unfavorably affected by milder summer temperatures experienced in 2019 and increased property taxes, both primarily at Ameren Missouri, and a lower recognized return on equity at Ameren Illinois Electric Distribution. Earnings in both periods were also unfavorably affected by increased depreciation and amortization expenses at Ameren Illinois Natural Gas and Ameren Missouri. Net income for the three and nine months ended September 30, 2019, compared to the year-ago periods, was favorably affected by ~~higher Ameren Missouri electric retail sales, primarily due to colder winter~~the benefit of MEEIA performance incentives and ~~warmer summer temperatures experienced in 2018, and timing differences between income tax expense and revenue reductions as a result of TCJA, primarily~~increased infrastructure investments at Ameren ~~Missouri.~~Transmission and Ameren Illinois Electric Distribution, each of which benefits from formulaic ratemaking. Earnings in both periods were also favorably affected by ~~increased infrastructure investments~~the absence of a noncash charge to earnings for the revaluation of deferred taxes recorded in 2018 related to the ~~Ameren Transmission and Ameren Illinois Electric Distribution segments. Additionally, Ameren Missouri’s net~~TCJA. Net income infor the nine months

ended September 30, ~~2018,~~2019, compared to the year-ago period, was ~~favorably~~unfavorably affected by higher base rates and a lower base level of expenses, which reduced operating expenses for net energy costs and other expenses subject to regulatory tracking mechanisms, pursuant to the MoPSC’s March 2017 electric rate order. Net income was unfavorably affected in the three and nine months ended September 30, 2018, compared to the year-ago periods, by increased ~~other operations~~operation and maintenance expenses related to the Callaway energy center’s scheduled refueling and maintenance outage that was completed in May 2019, partially offset by increased ~~depreciation and amortization expenses, all primarily~~earnings at Ameren ~~Missouri.~~Illinois Natural Gas as a result of higher delivery service rates.

Ameren’s strategic plan includes investing in, and operating its utilities in, a manner consistent with existing regulatory frameworks, enhancing those frameworks, and advocating for responsible energy and economic policies, as well as creating and capitalizing on opportunities for investment for the benefit of its customers and shareholders. Ameren remains focused on disciplined cost management and strategic capital allocation.

~~In June 2018, legislation was enacted that enhanced~~ Ameren ~~Missouri’s electric~~believes it has constructive regulatory ~~framework. The enactment~~frameworks for investment at all of ~~Missouri Senate Bill 564 supports incremental investments~~its utility businesses and invested $1.8 billion in grid modernization of approximately $1 billion through 2023. Ameren Missouri filed a notification with the MoPSC on September 1, 2018, to elect PISA. Under PISA, Ameren Missouri is permitted to defer and recover 85% of the depreciation expense and a weighted-average cost of capital return on rate base on certain property, plant, and equipment placed in-service after September 1, 2018, and not included in base rates. PISA will mitigate the impacts of regulatory lag between regulatory rate reviews. Accumulated PISA deferrals earn carrying costs at the weighted-average cost of capital, and all approved PISA deferrals will be added to rate base prospectively and recovered over a period of 20 years following a regulatory rate review. Costs not includedthose businesses in the PISA deferral, including the remaining 15% of the depreciation expense and return on rate base, remain subject to regulatory lag. As a result of the PISA election, additional provisions under Missouri Senate Bill 564 apply tonine months ended September 30, 2019.

In August 2019, Ameren Missouri including limitations on electric customer rate increases and an electric base rate freeze until April 2020. Both the rate increase limitation and PISA are effective through December 2023, unless Ameren Missouri requests and receives MoPSC approval of an extension through December 2028. Missouri Senate Bill 564 maintains strong MoPSC oversight and consumer protections while supporting Ameren Missouri’s ability to strengthen and modernize Missouri’s electric grid.

~~In the second quarter of 2018, Ameren Missouri~~ entered into ana forward sale agreement with a ~~subsidiary~~counterparty relating to 7.5 million shares of ~~Terra-Gen, LLC~~common stock. The forward sale agreement can be settled at Ameren’s discretion on or prior to ~~acquire, after construction,~~March 31, 2021. On a ~~400-megawatt~~settlement date or dates, if Ameren elects to physically settle the forward sale agreement, Ameren will issue shares of common stock to the counterparty at the then-applicable forward sale price.The forward sale agreement will be physically settled unless Ameren elects to settle in cash or to net share settle.If physically settled, Ameren expects to receive between $540 million and $550 million upon settlement. See Note 4 – Long-Term Debt and Equity Financings under Part I, Item 1, of this report for additional information.

In February 2019, Ameren Missouri announced its Smart Energy Plan, which includes a five-year capital investment overview with a detailed one-year plan for 2019. The plan is designed to upgrade Ameren Missouri's electric infrastructure and includes investments that will upgrade the grid and accommodate more renewable energy. Investments under the plan are expected to total approximately $6.3 billion over the five-year period from 2019 through 2023, with expenditures largely recoverable under PISA and the RESRAM. In March 2019, Ameren issued its Building a Cleaner Energy Future report, which sets forth Ameren's plan for reducing carbon emissions and addressing climate risk. The plan is largely reflected in the Ameren Missouri 2017 IRP, which includes expanding renewable sources by adding 700 megawatts of wind generation ~~facility, which is expected~~by the end of 2020 and adding 100 megawatts of solar generation by 2027. Ameren Missouri expects to ~~be located~~file its next IRP in ~~northeastern Missouri.~~September 2020.

As a part of its Smart Energy Plan, Ameren Missouri expects to build solar generation facilities, including utility scale facilities and nonresidential customer site facilities. In ~~May 2018,~~September 2019, Ameren Missouri filed for ~~a certificate~~certificates of convenience and necessity with the MoPSC ~~for the 400-megawatt facility. The MoPSC issued an order approving a unanimous stipulation and agreement regarding that requested certificate~~to build three solar facilities in ~~October 2018. Also in October 2018, Ameren Missouri entered into an agreement with a subsidiary of EDF Renewables, Inc. to acquire, after construction, a wind~~its service territory. Each 10-megawatt solar energy generation facility ~~of up~~will connect to ~~157 megawatts, and filed for a certificate of convenience and necessity with the MoPSC. The MoPSC is expected~~battery storage in order to ~~issue an order regarding that certificate by May 2019. The up to 157-megawatt facility is expected to be located in northwestern Missouri. Both~~improve system reliability. All three facilities are expected to be completed by the end of 2020.Also in ~~2020~~2019, the MoPSC approved Ameren Missouri’s Charge Ahead program, which provides incentives for the development of over 1,000 electric vehicle charging stations along highways and ~~would help~~at various locations in communities throughout Ameren Missouri’s service territory. The purpose of the program is to promote the development of electric vehicle charging infrastructure that will enable long-distance electric vehicle travel and encourage electrification of the transportation sector.

In May 2019, Ameren Missouri ~~comply with the state renewable energy standard. Each acquisition is~~entered into a build-transfer agreement to acquire, after construction, an up-to 300-megawatt wind generation facility. In 2018, Ameren Missouri entered into a build-transfer agreement to acquire, after construction, an up-to 400-megawatt wind generation facility.The two build-transfer agreements, which are subject to ~~certain conditions, including the issuance of a certificate of convenience and necessity by the MoPSC, obtaining a MISO transmission interconnection agreement, approval by the FERC, and other~~ customary contract terms and ~~conditions. As~~conditions, collectively represent approximately $1.2 billion of capital expenditures, are expected to be completed by the end of 2020, and would support Ameren Missouri’s compliance with the Missouri renewable energy standard.Both acquisitions have received all regulatory approvals, and both projects have received all applicable zoning approvals, have entered into RTO interconnection agreements, and have begun construction activities.The MoPSC has approved a ~~part~~RESRAM, which is designed to mitigate the impacts of ~~its May 2018,~~regulatory lag for the cost of compliance with Missouri’s renewable energy standard, including recovery of investments in wind and other renewable energy generation, by providing more timely recovery of costs and a return on investments not already provided for in customer rates or recovered under PISA. See Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report for more information regarding Ameren Missouri ~~requested~~wind generation facilities.

In July 2019, Ameren Missouri filed a request with the MoPSC ~~authorize~~seeking approval to decrease its annual revenues for electric service by $1 million. The electric rate decrease request is based on a 9.95% return on common equity, a capital structure composed of51.9%common equity, a rate base of $8.0 billion, and a test year ended December 31, 2018, with certain pro-forma adjustments expected through an anticipated true-up date of December 31, 2019. Pro-forma adjustments are also expected for fuel costs, transportation costs, MISO multi-value transmission project expenses, and payroll costs effective as of January 1, 2020.The MoPSC proceeding relating to the proposed ~~RESRAM.~~ electric service rate changes will take place over a period of up to 11 months, with a decision by the MoPSC expected by late April 2020 and new rates effective by late May 2020. See Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report for additional information.

In ~~October 2018,~~August 2019, the MoPSC issued an order approving a ~~unanimous~~ stipulation and agreement ~~regarding all provisions~~to decrease Ameren Missouri’s annual revenues for natural gas delivery service by $1 million. The decrease in annual rates is based on a return on common equity range of 9.4% to 9.95% and a capital structure composed of 52.0% common equity, which was Ameren Missouri’s capital structure as of May 31, 2019. This order allows for the ~~RESRAM, with the exception~~use of ISRS, which will be calculated using an ROE of 9.725%. The order represents a ~~legal question raised~~$1 million increase to Ameren Missouri’s annual revenues for natural gas delivery service from interim rates, which were approved by the ~~MoOPC regarding the implications of PISA provisions on the RESRAM.~~MoPSC in December 2018.The new rates became effective September 1, 2019.

distribution service rates, beginning in January ~~2019.~~

~~In January 2018, Ameren Illinois filed~~2020.This update reflects a ~~request~~decrease for the conclusion of the 2017 revenue requirement reconciliation adjustment, which will be fully collected from customers in 2019, consistent with the ~~ICC seeking approval to increase its annual rates for natural gas delivery service. In~~ICC’s November 2018 annual update filing order. It also reflects an increase to the annual formula rate based on 2018 actual costs and expected net plant additions for 2019, and an increase to include the 2018 revenue requirement reconciliation adjustment. In August 2019, the ICC staff submitted an updated calculation of the revenue requirement included in Ameren Illinois’ filing, recommending an amount comparable to that included in Ameren Illinois’ filing. In October 2019, the administrative law judges issued ana proposed order ~~approving a stipulation and agreement that will result~~consistent with Ameren Illinois’ filing. An ICC decision in an annual natural gas rate increase of $32 million, based on a 9.87% return on common equity, a capital structure composed of 50% common equity, and a rate base of $1.6 billion. The new rates will be effective starting in November 2018.this proceeding is expected by December 2019.

~~ATXI’s Spoon River project, located in northwest Illinois, was placed in service in February 2018. ATXI’s~~ATXI continues to make progress with construction activities for its two MISO-approved multi-value projects that are still under construction: the Illinois Rivers and Mark Twain projects. Construction of the Illinois Rivers project ~~are continuing on schedule, and~~is substantially complete, with the last section expected to be completed in 2020.In June 2019, a section of ~~this~~the Mark Twain project was completed from Kirksville, Missouri to the Iowa border, and the remaining section is expected to be completed by the end of 2019. ~~Construction activities for ATXI’s Mark Twain project began in the second quarter of 2018, and the project is expected to be completed by the end of 2019.~~

RESULTS OF OPERATIONS

Our results of operations and financial position are affected by many factors. Economic conditions, energy-efficiency investments by our customers and by us, and the actions of key customers can significantly affect the demand for our services. Ameren and Ameren Missouri results are also affected by seasonal fluctuations in winter heating and summer cooling demands, as well as by nuclear refueling and other energy center maintenance outages. Additionally, fluctuations in interest rates and conditions in the capital and credit markets affect our cost of borrowing and our pension and postretirement benefits costs. Almost all of Ameren’s revenues are subject to state or federal regulation.

This regulation has a material impact on the prices we charge for our services. Our results of operations, financial position, and liquidity are affected by our ability to align our overall spending, both operating and capital, within the frameworks established by our regulators. Our 2018 revenues include a reduction from 2017 revenues for the pass-through to customers of reduced income taxes resulting from TCJA, which is substantially offset by a reduction in income tax expense.

Ameren Missouri principally uses coal ~~nuclear fuel,~~ and ~~natural gas~~enriched uranium for fuel in its electric operations and purchases natural gas for its customers. Ameren Illinois purchases power and natural gas for its customers. The prices for these commodities can fluctuate significantly because of the global economic and political environment, weather, supply, demand, and many other factors. As described below, we have natural gas cost recovery mechanisms for our Illinois and Missouri natural gas distribution businesses, a purchased power cost recovery mechanism for Ameren Illinois’ electric distribution business, and a FAC for Ameren Missouri’s electric business.

Ameren Missouri’s electric service and natural gas distribution service rates are established in a traditional regulatory rate review based on a historical test year and an allowed return on equity. To mitigate the effects of regulatory lag, Ameren Missouri has recovery mechanisms in place for certain costs that allow customer rates to be adjusted without a traditional regulatory rate review. Ameren Missouri’s FAC cost recovery mechanism allows it to recover or refund, through customer rates, 95% of the variance in net energy costs from the amount set in base rates without a traditional regulatory rate review, subject to MoPSC prudence reviews, with the remaining 5% of changes retained by Ameren Missouri. Net recovery of these costs through customer rates does not affect Ameren Missouri’s electric margins, as any change in revenue is offset by a corresponding change in fuel expense. In addition, Ameren Missouri’s MEEIA customer energy-efficiency program costs, the ~~throughput disincentive,~~related lost electric margins, and any performance incentive are recoverable through the MEEIA cost recovery mechanism without a traditional regulatory rate review. Ameren Missouri also has a cost recovery mechanism for natural gas purchased on behalf of its customers. These pass-through purchased gas costs do not affect Ameren Missouri’s natural gas margins, as any change in costs is offset by a corresponding change in revenues. Ameren Missouri employs other cost recovery mechanisms, including a pension and postretirement benefit cost tracker, an uncertain tax position tracker, a tracker on certain excess deferred taxes, a renewable energy ~~standard~~standards cost tracker, and a solar rebate program tracker. Each of these trackers allows Ameren Missouri to defer the difference between actual costs incurred and costs included in customer rates as a regulatory asset or regulatory liability. The difference will be reflected in base rates in a subsequent MoPSC rate order.

~~Ameren Missouri filed a notification with the MoPSC on September 1, 2018,~~Pursuant to ~~elect PISA. Under~~its PISA election, Ameren Missouri is permitted to defer and recover 85% of the depreciation expense and a ~~weighted-average~~weighted average cost of capital return on rate base on certain property, plant, and equipment placed ~~in-service~~in service after September 1, 2018, and not included in base rates. Accumulated PISA deferrals earn carrying costs at the weighted-average cost of capital, with all approved PISA deferrals added to rate base prospectively and recovered over a period of 20 years following a regulatory rate review. Additionally, under the RESRAM, Ameren Missouri is permitted to recover the 15% of depreciation expense and weighted-average cost of capital return for renewable generation plant placed in service and not recovered under PISA. Accumulated RESRAM deferrals earn carrying costs at short-term interest rates. PISA and the RESRAM mitigate the effects of regulatory lag between regulatory rate reviews. Those investments not eligible for recovery under PISA and the remaining 15% of certain property, plant, and equipment placed in service, unless eligible for recovery under the RESRAM, remain subject to regulatory lag. Ameren Missouri recognizes the cost of debt on PISA deferrals in revenue, instead of using the weighted average cost of capital, both debt and equity, which will ultimately be recognized in revenues when recovery of such deferrals are reflected in customer rates. See Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report ~~for additional information.~~regarding a MoOPC appeal related to the RESRAM.

Ameren Illinois’ electric distribution service rates are reconciled annually to its actual revenue requirement, year-end rate base and capital structure, and allowed return on equity, under a formula ratemaking process, effective through 2022. If a given year’s revenue requirement varies from the amount collected from customers, an adjustment is made to electric operating revenues with an offset to a regulatory asset or liability to reflect that year’s actual revenue requirement, independent of actual sales volumes. The regulatory balance is then collected from, or refunded to, customers within two ~~years.~~years from the end of the year. In addition, Ameren Illinois’ electric customer energy-efficiency rider provides Ameren Illinois’ electric distribution service business with recovery of, and return on, energy-efficiency investments. Under ~~the~~ formula ratemaking ~~frameworks~~ for both its electric distribution service and its electric energy-efficiency investments, the revenue requirements are based on recoverable costs, year-end rate base, a capital structure of 50% common equity, and a return on equity. The return on equity component is equal to the ~~calendar year~~annual average of the monthly yields of the 30-year United States Treasury bonds plus 580 basis points. Therefore, Ameren Illinois’ annual return on equity for its electric distribution business is directly correlated to the yields on such bonds.

Ameren Illinois’ natural gas distribution service rates are established in a traditional regulatory rate review based on a future test year and allowed return on equity. Ameren Illinois employs a VBA to ensure recoverability of the natural gas distribution service revenue requirement for residential and small nonresidential customers that is dependent on sales volumes. For these rate classes, the VBA allows Ameren Illinois to adjust natural gas distribution service rates without a traditional regulatory rate review when changes occur in sales volumes ~~including deviations~~ from ~~normal weather, occur.~~normalized sales volumes approved by the ICC in a previous regulatory rate review. In addition, the QIP rider provides Ameren Illinois’ natural gas business with recovery of, and a return on, qualifying infrastructure plant investments that are placed in service between regulatory rate reviews.

Ameren Illinois also has recovery mechanisms in place for certain costs that allow customer rates to be adjusted without a traditional regulatory rate review. Ameren Illinois’ electric distribution service business has cost recovery mechanisms for power purchased and transmission services incurred on behalf of its customers, renewable energy credit compliance, and zero emission credits. Ameren Illinois’ natural gas business has a cost recovery mechanism for natural gas purchased on behalf of its customers. These pass-through costs do not affect Ameren Illinois’ electric or natural gas margins, as any change in costs is offset by a corresponding change in revenues. Ameren Illinois employs other cost recovery mechanisms for natural gas customer energy-efficiency program costs and certain environmental costs, as well as bad debt expenses and costs of certain asbestos-related claims not recovered in base rates.

FERC’s electric transmission formula rate framework provides for an annual reconciliation of the electric transmission service revenue requirement, which reflects the actual recoverable costs incurred and the 13-month average rate base for a given year, with the revenue

requirement in customer rates, including an allowed return on equity. Ameren Illinois and ATXI use a company-specific, forward-looking formula ratemaking framework in setting their transmission rates. These rates are updated each January with forecasted information. If a given year’s revenue requirement varies from the amount collected from customers, an adjustment is made to electric operating revenues with an offset to a regulatory asset or liability to reflect that year’s actual revenue requirement. The regulatory balance is collected from, or refunded to, customers within two ~~years.~~years from the end of the year. The total return on equity currently allowed for Ameren Illinois’ and ATXI’s electric transmission service businesses is 10.82% and is subject to a FERC complaint case. See Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report for additional information.

We employ various risk management strategies to reduce our exposure to commodity risk and other risks inherent in our business. The reliability of Ameren Missouri's energy centers and our transmission and distribution systems and the level and timing of operations and maintenance costs and capital investment are key factors that we seek to manage in order to optimize our results of operations, financial position, and liquidity.

Earnings Summary

The following table presents a summary of Ameren’s earnings for the three ~~months~~ and nine months ended September 30, ~~2018~~2019 and ~~2017:~~2018:


	Three Months				Nine Months				Three Months				Nine Months
	2018		2017		2018		2017		2019		2018		2019		2018
Net income attributable to Ameren common shareholders	$	357	$	288	$	747	$	583	$	364	$	357	$	734	$	747
Earnings per common share – diluted	1.45		1.18		3.04		2.39		1.47		1.45		2.97		3.04

Ameren continues to invest in FERC-regulated electric transmission. ATXI has three MISO-approved multi-value projects: the Spoon River, Illinois Rivers, and Mark Twain projects. The Spoon River project, located in northwest Illinois, was placed in service in February 2018. The Illinois Rivers project involves the construction of a transmission line from eastern Missouri across Illinois to western Indiana. Construction activities for the Illinois Rivers project are continuing on schedule, with the last section of this project expected to be completed by the end of 2019. The Mark Twain project involves the construction of a transmission line from northeast Missouri, connecting the Illinois Rivers project to Iowa. Construction activities for the Mark Twain project began in the second quarter of 2018, and the project is expected to be completed by the end of 2019. ATXI’s expected remaining investment in its multi-value projects is approximately $300 million from 2018 through 2019, with the total investment to be more than $1.6 billion. In addition, Ameren Illinois expects to invest $2.3 billion in electric transmission assets from 2018 through 2022, to replace aging infrastructure and improve reliability.

•

In July 2019, Ameren Missouri filed a request with the MoPSC seeking approval to decrease its annual revenues for electric service by $1 million. The electric rate decrease request is based on a9.95%return on common equity, a capital structure composed of51.9% common equity, a rate base of $8.0 billion, and a test year ended December 31, 2018, with certain pro-forma adjustments expected through an anticipated true-up date of December 31, 2019. Pro-forma adjustments are also expected for fuel costs, transportation costs, MISO multi-value transmission project expenses, and payroll costs effective as of January 1, 2020.The MoPSC proceeding relating to the proposed electric service rate changes will take place over a period of up to 11 months, with a decision by the MoPSC expected by late April 2020 and new rates effective by late May 2020. A 50 basis point change in Ameren Missouri’s return on common equity would result in an estimated $20 million change in Ameren’s and Ameren Missouri’s net income, based on Ameren Missouri’s current electric rate base.

•

In August 2019, the MoPSC issued an order approving a stipulation and agreement to decrease Ameren Missouri’s annual revenues for natural gas delivery service by $1 million. The decrease in annual rates is based on a return on common equity range of 9.4% to 9.95% and a capital structure composed of 52.0% common equity, which was Ameren Missouri’s capital structure as of May 31, 2019. This order allows for the use of ISRS, which will be calculated using an ROE of 9.725%. The order represents a $1 million increase to Ameren Missouri’s annual revenues for natural gas delivery service from interim rates, which were approved by the MoPSC in December 2018.The new rates became effective September 1, 2019.

•

Ameren continues to make significant investments in FERC-regulated electric transmission businesses. Ameren Illinois expects to invest $2.2 billion in electric transmission assets from 2019 through 2023, to replace aging infrastructure and improve reliability. ATXI is developing two MISO-approved multi-value projects: the Illinois Rivers and Mark Twain projects. The Illinois Rivers project involves the construction of a transmission line from eastern Missouri across Illinois to western Indiana. Construction of the Illinois Rivers project is substantially complete, with the last section expected to be completed in 2020. The Mark Twain project involves the construction of a transmission line from northeast Missouri, connecting the Illinois Rivers project to Iowa. Construction of the Mark Twain project began in the second quarter of 2018. In June 2019, the first section of the Mark Twain project was completed from Kirksville, Missouri to the Iowa border, and the remaining section is expected to be completed by the end of 2019. ATXI’s expected investment in 2019 and 2020 to complete its multi-value projects is approximately $200 million, with the total investment expected to be more than $1.6 billion.

Ameren Illinois and ATXI use a forward-looking rate calculation with an annual revenue requirement reconciliation for each company’s electric transmission business. Based on expected rate base growth and the currently allowed 10.82% return on common equity, the ~~2019~~ revenue requirements ~~expected to~~that will be included in 2020 rates for Ameren Illinois’ and ATXI’s electric transmission businesses are ~~$298~~$317 million and ~~$177~~$195 million, respectively. These revenue requirements represent an increase in Ameren Illinois' and ATXI’s revenue requirements of ~~$25~~$20 million and $3$18 million, respectively, from the revenue requirements reflected in 2019 rates, primarily ~~because of~~due to the expected rate base growth. These rates will affect Ameren Illinois’ and ATXI’s cash receipts during ~~2019,~~2020, but will not determine their respective electric transmission service operating revenues, which will instead be based on ~~2019~~2020 actual recoverable costs, rate base, and return on common equity as calculated under the FERC formula ratemaking framework.

•

The return on common equity for MISO transmission owners, including Ameren Illinois and ATXI, is the subject of a FERC complaint case filed in February 2015 challenging the allowed base return on common equity. Ameren Illinois and ATXI currently use the FERC authorized total allowed return on common equity of 10.82% in customer rates. A final FERC order would establish the allowed return on common equity to be applied to the 15-month period from February 2015 to May 2016 and also establish the return on common equity to be included in customer rates prospectively from the effective date of such order, replacing the current 10.82% total return on common equity. In October 2018, the FERC issued an order in an unrelated case that proposed a new methodology for determining the base return on equity, which required further briefs from the participants. In November 2018, the FERC issued an order related to the February 2015 complaint case and the September 2016 order, which required participants to file briefs in February 2019 regarding the FERC’s proposed methodology for determining the base return on common equity, including whether and how to apply the proposed methodology to the two MISO complaint cases. In March 2019, the FERC issued separate Notices of Inquiry regarding its allowed base return on common equity policy and its transmission incentives policy. Initial comments were due by June 2019, and reply comments were due by late August 2019. The Notice of Inquiry addressing the FERC’s return on common equity policy, among other things, broadened the ability to comment on the new methodology beyond electric utilities that are participants in the complaint cases. The transmission incentives Notice of Inquiry was open for comment on the FERC’s transmission incentive policy, including incentive adders to the return on common equity. Ameren is unable to predict the ultimate impact of the proposed methodology on these complaint cases

or the Notices of Inquiry at this time.As the FERC ~~authorized total allowed return on common equity~~is under no deadline to issue a final order, the timing of ~~10.82% in customer rates. A~~the final FERC order would establish the allowed return on common equity to be applied to the 15-month period from February 2015 to May 2016 and also establish the return on common equity to be included in customer rates prospectively from the effective date of such order, replacing the current 10.82% total return on common equity. In October 2018, the FERC issued an order in an unrelated case, which proposed a new methodology for determining the base return on equity. While this order provides insight on how the FERC may determine the return on equity, Ameren is unable to predict the impact on the February 2015 complaint case ~~or the complaint case filed against MISO transmission owners, including Ameren Illinois~~ and ~~ATXI, in November 2013. The timing and amount of~~ any ~~adjustment~~potential impact to the ~~total allowed return on common equity that may be ordered~~amounts refunded as a result of the ~~complaint case~~September 2016 order is uncertain. See Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report for ~~additional information.~~more information regarding FERC complaint cases. A 50 basis point reduction in the FERC-allowed base return on common equity would reduce

Ameren’s and Ameren Illinois’ ~~annual earnings~~net income by an estimated $8$9 million and $4$5 million, respectively, based on each company’s ~~2018~~2019 projected rate base.

In 2018, the ICC issued an order in Ameren Illinois’ annual update filing that approved a $72 million increase in Ameren Illinois’ electric distribution service rates beginning in January 2019. Illinois law provides for an annual reconciliation of the electric distribution ~~service~~ revenue requirement as is necessary to reflect the actual costs incurred and investment return in a given year with the revenue requirement that was reflected in customer rates for that year. Unless extended, the formula ratemaking framework expires at the end of 2022, while the decoupling provisions extend beyond the end of the formula ratemaking by law. Consequently, Ameren ~~Illinois' 2018~~Illinois’ 2019 electric distribution service revenues will be based on its ~~2018~~2019 actual recoverable costs, rate base, and return on common equity as calculated under the Illinois performance-based formula ratemaking framework. The 2018 revenue requirement is expected to be comparable to the 2017 revenue requirement because of an expected increase in recoverable costs, expected rate base growth, and an expected increase in the monthly average yield of 30-year United States Treasury bonds, partially offset by a decrease due to the lower federal statutory corporate income tax rates enacted under the TCJA. The 20182019 revenue requirement reconciliation is expected to result in a regulatory asset that will be collected from customers in ~~2020.~~2021. A 50 basis point change in the annual average of the monthly yields of the 30-year United States Treasury bonds would result in an estimated $8 million change in Ameren’s and Ameren Illinois’ net income, based on Ameren Illinois’ ~~2018~~2019 projected year-end rate base.

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In April 2019, Ameren Illinois filed its annual electric distribution service formula rate update to establish the revenue requirement to be used for 2020 rates with the ICC. Pending ICC approval, this update filing will result in a $7 million decrease in Ameren Illinois’ electric distribution service rates, beginning in January 2020. These rates will affect Ameren Illinois' cash receipts during 2020, but will not affect electric distribution service revenues, which will be based on actual recoverable costs, rate base, and return on common equity as calculated under the Illinois performance-based formula ratemaking framework.

~~In April 2018,~~ Ameren Illinois ~~filed its annual electric distribution~~expects to file for a natural gas delivery service ~~formula~~regulatory rate ~~update to establish the revenue requirement to be used for 2019 rates~~review in early 2020 with ~~the ICC. In November 2018, the ICC issued an order in~~a future test year ended December 31, 2021. Ameren Illinois’ ~~annual update filing that approved~~current allowed return on equity for natural gas delivery service is 9.87%, with a ~~$72 millionincrease in Ameren Illinois’ electric distribution service rates beginning in January 2019.~~ These rates will affect Ameren Illinois’ cash receipts during 2019, but will not determine its electric distribution service operating revenues, which will instead be based on its 2019 actual recoverable costs, capital structure composed of 50% common equity, a rate base of $1.6 billion, and ~~return on common equity as calculated under the Illinois performance-based formula ratemaking framework.~~

a 2019 future test year.

Ameren Illinois is allowed to earn a return on its electric energy-efficiency program investments. Ameren Illinois’ electric energy-efficiency investments are deferred as a regulatory asset and earn a return at ~~the company’s~~its weighted-average cost of capital, with the equity return based on the annual average of the monthly ~~average yield~~yields of the 30-year United States Treasury bonds plus 580 basis points. The equity portion of Ameren Illinois’ return on electric energy-efficiency investments can be increased or decreased by up to 200 basis points, depending on the achievement of annual energy savings goals. Pursuant to the FEJA, Ameren Illinois plans to invest up to ~~$99~~approximately $100 million per year in electric energy-efficiency programs ~~from 2018~~ through ~~2021 that~~2023, and will earn a ~~return. Ameren Illinois plans to make similar yearly investments in electric energy-efficiency programs from 2022 through 2030.~~return on those investments. The ICC has the ability to reduce electric energy-efficiency savings goals if there are insufficient cost-effective programs available or if the savings goals would require investment levels that exceed amounts allowed by legislation. The electric energy-efficiency program investments and the return on those investments are ~~being~~ collected from customers through a ~~rider; they~~rider and are not included in the ~~IEIMA~~electric distribution formula ratemaking framework.

Ameren Missouri’s next scheduled refueling and maintenance outage at its Callaway energy center is scheduled for the spring of 2019. During the 2017 refueling, Ameren Missouri incurred maintenance expenses of $35 million. During a refueling, which occurs every 18 months, maintenance expenses increase relative to non-outage years. Additionally, depending on the availability of its other generation sources and the market prices for power, Ameren Missouri’s purchased power costs may increase and the amount of excess power available for sale may decrease versus non-outage years. Changes in purchased power costs and excess power available for sale are included in the FAC, which results in limited impacts to earnings. In addition, Ameren Missouri may incur increased nonnuclear energy center maintenance costs in non-refueling years.

Ameren Missouri expects to realize lower costs of fuel for generation over the next few years, compared to 2017 levels. Substantially all the benefit of these lower costs would be passed through to customers through the FAC.

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Ameren Missouri's next refueling and maintenance outage at its Callaway energy center is scheduled for the fall of 2020. During a scheduled outage, which occurs every 18 months, maintenance expenses increase relative to non-outage years. Additionally, depending on the availability of its other generation sources and the market prices for power, Ameren Missouri's purchased power costs may increase and the amount of excess power available for sale may decrease versus non-outage years. Changes in purchased power costs and excess power available for sale are included in the FAC, which results in limited impacts to earnings. In October 2019, Ameren Missouri filed a request with the MoPSC for deferral accounting treatment that would allow Ameren Missouri to defer and amortize maintenance expenses related to scheduled refueling and maintenance outages at its Callaway nuclear energy center. These expenses would be amortized over the period between refueling and maintenance outages, which is approximately 18 months. Ameren Missouri cannot predict the ultimate outcome of this regulatory proceeding. If the request is approved prior to the fall 2020 refueling and maintenance outage, Ameren Missouri would defer the maintenance expenses incurred related to the outage as a regulatory asset and begin to amortize those expenses after completion of the outage.

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Ameren Missouri and Ameren Illinois continue to make infrastructure investments and expect to seek regular electric and natural gas rate increases to recover the cost of investments and earn an adequate return. Ameren Missouri and Ameren Illinois will also seek legislative solutions, as necessary, ~~such as Missouri Senate Bill 564,~~ to address regulatory lag and to support investment in their utility infrastructure for the benefit of their customers. Ameren Missouri and Ameren Illinois continue to face cost recovery pressures, including limited economic growth in their service territories, customer conservation efforts, the impacts of additional customer energy-efficiency programs, and increased customer use of increasingly cost-effective technological advances, including private generation and energy storage. However, over the long-term, we expect the decreased demand to be partially offset by increased demand resulting from increased electrification of the economy for efficiencies and as a means to address CO₂ emission concerns. Increased investments, including expected future

~~expected future~~ investments for environmental compliance, system reliability improvements, and potential new generation sources, result in rate base and revenue growth but also higher depreciation and financing costs.

For additional information regarding recent rate orders, lawsuits, and pending requests filed with state and federal regulatory commissions, see Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this ~~report.~~report and Note 2 – Rate and Regulatory Matters under Part II, Item 8, of the Form 10-K.

Liquidity and Capital Resources

Ameren Missouri’s 2017 IRP targets cleaner and more diverse sources of energy generation, including solar, wind, natural gas, hydro, and nuclear power. It also includes expanding renewable sources by adding at least 700 megawatts of wind generation by 2020 in Missouri and neighboring states and adding 100 megawatts of solar generation over the next 10 years. These new renewable energy sources would support Ameren Missouri’s compliance with the state of Missouri’s requirement of achieving 15% of native load sales from renewable energy sources by 2021, subject to customer rate increase limitations. Based on current and projected market prices for energy and for wind and solar generation technologies, among other factors, Ameren Missouri expects its ownership of these renewable resources would represent the lowest-cost option for customers. The plan also provides for the expected implementation of continued customer energy-efficiency programs. Ameren Missouri’s plan for the addition of renewable resources could be affected by, among other factors: the availability of federal production and investment tax credits related to renewable energy and Ameren Missouri’s ability to use such credits; the cost of wind and solar generation technologies; energy prices; Ameren Missouri’s ability to obtain timely interconnection agreements with MISO or other RTOs, as well as the cost of such interconnections; and Ameren Missouri’s ability to obtain a certificate of convenience and necessity from the MoPSC for projects located in Missouri, and any other required project approvals.

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Ameren Missouri’s 2017 IRP targets cleaner and more diverse sources of energy generation, including solar, wind, natural gas, hydro, and nuclear power. It also includes expanding renewable sources by adding at least 700 megawatts of wind generation by the end of 2020 in Missouri and neighboring states and adding 100 megawatts of solar generation by 2027. These new renewable energy sources would support Ameren Missouri’s compliance with the state of Missouri’s requirement of achieving 15% of native load sales from renewable energy sources by 2021, subject to customer rate increase limitations. Based on current and projected market prices for energy and for wind and solar generation technologies, among other factors, Ameren Missouri expects its ownership of these renewable resources would represent the lowest-cost option for customers. The plan also provides for the expected implementation of continued customer energy-efficiency programs. Ameren Missouri’s plan for the addition of renewable resources could be affected by, among other factors: the availability of federal production and investment tax credits related to renewable energy and Ameren Missouri’s ability to use such credits; the cost of wind and solar generation technologies; energy prices; Ameren Missouri’s ability to obtain timely interconnection agreements with MISO or other RTOs at an acceptable cost; and Ameren Missouri’s ability to obtain a certificate of convenience and necessity from the MoPSC, and any other required project approvals. Ameren Missouri expects to file its next IRP in September 2020.

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In connection with the 2017 IRP filing, Ameren Missouri established a goal of reducing CO₂ emissions 80% by 2050 from a 2005 base level. Ameren Missouri is also targeting a 35% CO₂ emission reduction by 2030 and a 50% reduction by 2040 from the 2005 level. In order to meet these goals, among other things, Ameren Missouri expects to retire its coal-fired generation at the end of each energy center’s useful life. The Meramec, Sioux, Labadie, and Rush Island energy centers are expected to be retired in 2022, 2033, 2042, and 2045, respectively. As of December 31, 2018, rate base at Ameren Missouri’s coal-fired energy centers was approximately $0.8 billion, $0.6 billion, $0.4 billion, and $0.2 billion for the Labadie, Sioux, Rush Island, and Meramec energy centers, respectively.

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In May 2019, Ameren Missouri entered into a build-transfer agreement to acquire, after construction, an up-to 300-megawatt wind generation facility. In 2018, Ameren Missouri entered into a build-transfer agreement to acquire, after construction, an up-to400-megawatt wind generation facility.The two build-transfer agreements, which are subject to customary contract terms and conditions, collectively represent approximately $1.2 billion of capital expenditures, are expected to be completed by the end of 2020, and would support Ameren Missouri’s compliance with the Missouri renewable energy standard.Both acquisitions have received all regulatory approvals, and both projects have received all applicable zoning approvals, have entered into RTO interconnection agreements, and have begun construction activities.The county zoning approval process for the Schuyler County portion of the 400-megawatt project is subject to litigation filed in August 2019, which is not expected to affect the completion of the project by the end of 2020.See Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report for more information regarding Ameren Missouri wind generation facilities.

In the second quarter of 2018, Ameren Missouri entered into an agreement with a subsidiary of Terra-Gen, LLC to acquire, after construction, a 400-megawatt wind generation facility, which is expected to be located in northeastern Missouri. In May 2018, Ameren Missouri filed for a certificate of convenience and necessity with the MoPSC for the 400-megawatt facility. The MoPSC issued an order approving a unanimous stipulation and agreement regarding that requested certificate in October 2018. Also in October 2018, Ameren Missouri entered into an agreement with a subsidiary of EDF Renewables, Inc. to acquire, after construction, a wind generation facility of up to 157 megawatts, and filed for a certificate of convenience and necessity with the MoPSC. The MoPSC is expected to issue an order regarding that certificate by May 2019. The up to 157-megawatt facility is expected to be located in northwestern Missouri. Both facilities are expected to be completed in 2020 and would help Ameren Missouri comply with the state renewable energy standard. Each acquisition is subject to certain conditions, including the issuance of a certificate of convenience and necessity by the MoPSC, obtaining a MISO transmission interconnection agreement, approval by the FERC, and other customary contract terms and conditions.~~As a part of its May 2018 filing,~~Ameren Missouri requested the MoPSC to authorize a proposed RESRAM that would allow Ameren Missouri to adjust customer rates on an annual basis without a traditional regulatory rate review. The October 2018 MoPSC order included approval of the RESRAM, without addressing recovery through the RESRAM of the 15% of capital investment not recovered under PISA, which was an objection raised by the MoOPC. Ameren Missouri anticipates a MoPSC decision resolving this remaining issue and approving the RESRAM tariff by December 2018. The RESRAM is designed to mitigate the impacts of regulatory lag for the cost of compliance with renewable energy requirements, including recovery of investments in wind generation and other renewables, by providing more timely recovery of costs and a return on investments not already provided for in customer rates or any other recovery mechanism.

Through ~~2022,~~2023, we expect to make significant capital expenditures to improve our electric and natural gas utility infrastructure, with a major portion directed to our transmission and distribution systems. We estimate that we will invest up to ~~$11.4~~$13.9 billion (Ameren Missouri -– up to ~~$4.5~~$7.1 billion; Ameren Illinois – up to $6.6 billion; ATXI – up to ~~$0.3~~$0.2 billion) of capital expenditures during the period from ~~2018~~2019 through ~~2022. These estimates do not reflect the potential additional investments identified in~~2023. Ameren’s and Ameren Missouri’s ~~2017 IRP, which could represent incremental investments of~~estimates include approximately $1 billion ~~through~~in 2020 for capital investment in wind generation facilities and ~~are subject~~exclude any capital expenditures related to ~~regulatory approval. They also do not reflect potential incremental capital investments supported by Senate Bill 564~~pollution control equipment that may be required as a result of ~~approximately $1 billion over~~ the ~~2019 to 2023 period, nor do they reflect potential investments~~NSR and Clean Air Act litigation discussed in ~~new renewable sources~~Note 9 – Commitments and Contingencies under Part I, Item 1, of ~~generation under Ameren Missouri’s Renewable Choice Program.~~this report.

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Environmental regulations, including those related to CO₂emissions, or other actions taken by the EPA, could result in significant increases in capital expenditures and operating costs. Certain of these regulations are being challenged through litigation, ~~are being~~or reviewed or recommended for repeal by the EPA, or new replacement or alternative regulations are being contemplated, proposed, or adopted by the EPA and state ~~regulators; therefore, the~~regulators. The ultimate implementation of any of these regulations, as well as the timing of any such implementation, is uncertain. However, the individual or combined effects of existing and new environmental regulations could result in significant capital expenditures, increased operating costs, or the closure or alteration of some of Ameren Missouri’s coal-fired energy centers. Ameren Missouri’s capital expenditures are subject to MoPSC prudence reviews, which could result in cost disallowances as well as regulatory lag. The cost of Ameren Illinois’ purchased power and natural gas purchased for resale could increase. However, Ameren Illinois expects that these costs would be recovered from customers with no material adverse effect on its results of operations, financial position, or liquidity. Ameren’s and Ameren Missouri’s earnings could benefit from increased investment to comply with environmental regulations if those investments are reflected and recovered on a timely basis in customer rates.

lag. The cost of Ameren Illinois’ purchased power and natural gas purchased for resale could increase. However, Ameren Illinois expects that these costs would be recovered from customers with no material adverse effect on its results of operations, financial position, or liquidity. Ameren’s and Ameren Missouri’s earnings could benefit from increased investment to comply with environmental regulations if those investments are reflected and recovered on a timely basis in customer rates.

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In August 2019, Ameren entered into a forward sale agreement with a counterparty relating to 7.5 million shares of common stock. The forward sale agreement can be settled at Ameren’s discretion on or prior to March 31, 2021. On a settlement date or dates, if Ameren elects to physically settle the forward sale agreement, Ameren will issue shares of common stock to the counterparty at the then-applicable forward sale price.The forward sale agreement will be physically settled unless Ameren elects to settle in cash or to net share settle.If physically settled, Ameren expects to receive between $540 million and $550 million upon settlement. See Note 4 – Long-Term Debt and Equity Financings under Part I, Item 1, of this report for additional information.

The Ameren Companies have multiyear credit agreements that cumulatively provide $2.1 billion of credit through December ~~2021,~~2022, subject to a 364-day repayment term ~~in the case of~~for Ameren Missouri and Ameren ~~Illinois.~~Illinois, with the option to seek incremental commitments to increase the cumulative credit provided to $2.5 billion. The Ameren Companies ~~are seeking the first of two one-year extensions available under the~~expect to amend and extend these credit agreements ~~before~~in the ~~end~~fourth quarter of ~~2018.~~2019. See Note 3 – Short-term Debt and Liquidity under Part I, Item 1, of this report for additional information regarding the Credit Agreements. ~~By the end of 2019, $573 million and $313 million of senior secured notes are due to mature at Ameren Missouri and~~ Ameren Illinois ~~respectively. Ameren Missouri and Ameren Illinois expect~~expects to ~~refinance these senior secured notes. In addition, the Ameren Companies may refinance a portion of their short-term debt with~~issue long-term debt in ~~2018 and~~the fourth quarter of 2019. Ameren, Ameren Missouri, and Ameren Illinois believe that their liquidity is adequate given their expected operating cash flows, capital expenditures, and related financing plans. However, there can be no assurance that significant changes in economic conditions, disruptions in the capital and credit markets, or other unforeseen events will not materially affect their ability to execute their expected operating, capital, or financing plans.

Ameren expects its cash used for currently planned capital expenditures and dividends to exceed cash provided by operating activities over the next several years. To fund a portion of these cash requirements, beginning in 2018, Ameren began using newly issued shares of common stock, rather than market-purchased shares, to satisfy requirements under its DRPlus and employee benefit plans and expects to continue to do so over the next five years. Ameren also plans to issue incremental common equity to fund a portion of Ameren Missouri’s wind generation investments through the settlement of the forward sale agreement discussed above. Ameren, Ameren Missouri, and Ameren Illinois expect their respective equity to total capitalization levels over the period ending December 2023 to remain in-line with their respective equity to total capitalization levels as of December 31, 2018. Ameren Missouri and Ameren Illinois expect to fund cash flow needs through debt issuances, adjustments of dividends to Ameren (parent), and/or capital contributions from Ameren (parent).

Federal income tax legislation enacted under the TCJA ~~significantly~~will continue to have significant impacts on our results of operations, financial position, liquidity, and financial metrics. The TCJA, ~~benefits customers through lower rates for our services, but is not expected to materially affect our earnings. However, we expect our cash flows and rate base to be materially affected in~~among other things, reduced the near term. Our rate-regulated businesses recover income taxes in customer rates based on the federal and state statutory corporate income tax rates in effect when the revenue requirements used to determine those rates were established. However, there is a timing difference between when we collect funds from our customers for income taxes and when we pay such taxes. The TCJA eliminated 50% accelerated tax depreciation on nearly all capital investments, which had the effect of increasing Ameren’s near-term projected income tax liabilities. Based on currently expected capital expenditures through 2022, excluding potential incremental capital investments supported by Missouri Senate Bill 564 and those identified in Ameren Missouri’s 2017 IRP, Ameren expects to largely offset its income tax obligations until 2020 with existing net operating loss and tax credit carryforwards. Since we had been using existing net operating loss and tax credit carryforwards to largely offset income tax obligations before the enactment of the TCJA, the effect of the reduced federal statutory corporate income tax rate from 35% to 21%, effective January 1, 2018. Customer rates were reduced to reflect the lower income tax rate, without a corresponding reduction in income tax payments because of our use of net operating losses and tax credit carryforwards until about 2020. Customer rates were also reduced to reflect the return of excess deferred taxes. The result of these customer rate reductions is toa decrease in operating cash flows in the near term. ~~Near term operating cash flows are reduced further by lower customer rates, reflecting~~Over time, the ~~return of excess deferred taxes previously collected from customers over periods of time determined by our regulators. The~~ decrease in operating cash flows will be offset as ~~a result of the TCJA is expected to be partially offset over time~~temporary differences between book and taxable income reverse, and by increased customer rates due to higher rate base amounts ~~once approved by our regulators. We expect rate base amounts to be higher as a result of~~resulting from lower accumulated deferred income tax ~~liabilities, due to the elimination of 50% accelerated tax depreciation, the reduced statutory income tax rate, and the return of excess deferred taxes to customers.~~ Ameren expects a decrease in operating cash flows of approximately $1 billion from 2018 through 2022 (Ameren Missouri – $0.3 billion; Ameren Illinois – $0.4 billion) as a result of the TCJA, and expects an increase in rate base of approximately $1 billion over the same time period (Ameren Missouri – $0.3 billion; Ameren Illinois – $0.5 billion). See Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report for information regarding the income tax proceedings with our regulators.liabilities.

As a result of the reduced federal statutory corporate income tax rate enacted under TCJA, at December 31, 2017, we recorded a reduction in certain deferred income tax liabilities and a corresponding increase to net regulatory liabilities for funds previously collected from customers to pay for those deferred income tax liabilities. The TCJA includes provisions related to the IRS normalization rules that address the time period over which certain plant-related components of the excess deferred income taxes are to be reflected in customer rates. This time period for the Ameren Companies and ATXI is approximately 35 to 60 years. Other components of the excess deferred income taxes are being reflected in customer rates over 7 to 10 years, with amortization periods subject to regulatory review at Ameren Illinois and ATXI. The following table presents the net regulatory liabilities associated with excess deferred income taxes as of December 31, 2017, and the related amortization periods:

Amortization Period Ameren Missouri Ameren Illinois ATXI Total
35 - 60 years $ 962
$ 803
$ 84
$ 1,849
^(a)
7 - 10 years 404
(3 ) 2
403

Total $ 1,366
$ 800
$ 86
$ 2,252


~~(a)~~	~~The amortization period related to $130 million and $21 million at Ameren Illinois and ATXI, respectively, remains subject to regulatory rate review.~~

In 2018, our rate-regulated businesses began to amortize excess deferred ~~income~~ taxes. Ameren ~~Illinois~~Illinois’ and ATXI's ~~2018~~ income tax expense ~~will~~for the year ended December 31, 2018, reflect a full year of amortization, while Ameren Missouri's ~~2018~~ income tax expense ~~will reflect~~for the year ended December 31, 2018, reflects five months of amortization related to its electric business, in accordance with a MoPSC order received in July 2018. The amortization of such balances related to Ameren Missouri’s gas business ~~has not yet started. This amortization reduces~~started in January 2019, in accordance with a MoPSC order received in December 2018. These amortizations reduce our income tax expense and effective tax rates. Due to formula ratemaking, Ameren Illinois Electric Distribution and Ameren Transmission have an offsetting reduction in revenue from customers, with no overall impact on earnings. Ameren Missouri and Ameren Illinois Natural Gas interim period earnings comparisons between 2019 and 2018 may be

affected by timing differences between income tax expense and revenue ~~reductions. Based~~reductions based on ~~its~~their revenue ~~pattern, Ameren Missouri anticipates the year-to-date third quarter increase in earnings to be largely offset in the fourth quarter of 2018, resulting in~~patterns; however, no material impact to year-over-year ~~earnings.~~earnings is expected.

As of September 30, ~~2018,~~2019, Ameren had ~~$97~~$88 million in tax benefits ~~from federal and state net operating loss carryforwards and $123 million in~~related to federal and state income tax credit carryforwards. ~~These carryforwards are expected to largely offset income tax obligations until 2020, at which time~~ Ameren ~~expects to make material income tax payments. This expectation does not take into account potential income~~has utilized all tax benefits from ~~incremental~~net operating loss carryforwards. Future expected income tax payments and refunds are based on planned capital ~~investments under~~expenditures and any related income tax credits and, in the case of Ameren ~~Missouri's 2017 IRP,~~ Missouri ~~Senate Bill 564,~~ and ~~potential investments in new renewable sources of generation under~~ Ameren ~~Missouri's Renewable Choice Program. Consistent~~Illinois, consistent with the tax allocation agreement between Ameren (parent) and its ~~subsidiaries,~~subsidiaries. Ameren expects to make income tax payments between $10 million and $50 million in each year from 2019 to 2023, totaling $135 million to $185 million for the five-year period. Ameren Missouri ~~and Ameren Illinois are expected~~expects to make income tax payments to Ameren (parent) of approximately $110 million in ~~2018.~~

2019 and between $20 million and $30 million in 2020. Additionally, Ameren expects its cash used for currently planned capital expenditures and dividends to exceed cash provided by operating activities over the next several years. To fund a portion of these cash requirements, beginning in the first quarter of 2018, Ameren began using newly issued shares, rather than market-purchased shares, to satisfy requirements under its DRPlus and employee benefit plans andMissouri expects to ~~continue~~receive refunds from Ameren (parent) in each year from 2021 to ~~do so over~~2023, totaling $30 million to $60 million for the next five years. Additionally, Ameren may need to issue incremental debt and/or equity, with the long-term intent to maintain strong financial metrics and an equity ratio around 50%, as calculated in accordance with ratemaking frameworks. Ameren Missouri andthree-year period. Ameren Illinois ~~expect~~expects to ~~fund cash flow needs through debt issuances, adjustments of dividends~~make income tax payments to Ameren (parent)~~, and/or capital contributions~~ between $10 million and $40 million in 2019 and 2020 and between $50 million and $70 million in each year from ~~Ameren (parent), with~~2021 to 2023, totaling $200 million to $250 million for the ~~intent to maintain strong financial metrics and an equity ratio around 50%, as calculated in accordance with ratemaking frameworks.~~five-year period.

The above items could have a material impact on our results of operations, financial position, and liquidity. Additionally, in the ordinary course of business, we evaluate strategies to enhance our results of operations, financial position, and liquidity. These strategies may include

acquisitions, divestitures, opportunities to reduce costs or increase revenues, and other strategic initiatives to increase Ameren’s shareholder value. We are unable to predict which, if any, of these initiatives will be executed. The execution of these initiatives may have a material impact on our future results of operations, financial position, or liquidity.

REGULATORY MATTERS

See Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk is the risk of changes in value of a physical asset or a financial instrument, derivative or nonderivative, caused by fluctuations in market variables such as interest rates, commodity prices, and equity security prices. A derivative is a contract whose value is dependent on, or derived from, the value of some underlying asset or index. The following discussion of our risk management activities includes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. We handle market risk in accordance with established policies, which may include entering into various derivative transactions. In the normal course of business, we also face risks that are either nonfinancial or nonquantifiable. Such risks, principally business, legal, and operational risks, are not part of the following discussion.

Our risk management objectives are to optimize our physical generating assets and to pursue market opportunities within prudent risk parameters. Our risk management policies are set by a risk management steering committee, which is composed of senior-level Ameren officers, with Ameren board of directors oversight.

There have been no material changes to the quantitative and qualitative disclosures about interest rate risk, credit risk, ~~equity~~and investment price ~~risk, commodity price risk, and commodity supplier~~ risk, included in the Form 10-K. See Item 7A under Part II of the Form 10-K for a more detailed discussion of our market risk.

~~Fair Value~~Commodity Supplier and Price Risk

In 2019, two of ~~Contracts~~

~~We use derivatives principally~~Ameren Missouri’s ultra-low-sulfur coal suppliers filed voluntary petitions for restructuring under Chapter 11 of the United States Bankruptcy Code. Ameren Missouri expects to ~~manage the risk~~replace any resulting volume shortfall through its other coal supply contracts or through market purchases. As of ~~changes in~~September 30, 2019, forward market prices for ~~natural gas and power,~~coal were comparable to Ameren Missouri’s contracted prices with these two suppliers. As such, Ameren Missouri does not expect any material impact to its operations as well as the risk of changes in rail transportation surcharges through fuel oil hedges. The following table presents the favorable (unfavorable) changes in the fair value of all derivative contracts marked-to-market during the three and nine months ended September 30, 2018. We use various methods to determine the fair value of our contracts. In accordance with authoritative accounting guidance for fair value hierarchy levels, the sources we used to determine the fair valuea result of these contracts were active quotes (Level 1), inputs corroborated by market data (Level 2), and other modeling and valuation methods that are not corroborated by market data (Level 3). See Note 8 – Fair Value Measurements under Part II, Item 8, of the Form 10-K for additional information regarding the methods used to determine the fair value of these contracts.restructuring proceedings.

Three Months Nine Months

Ameren
Missouri

Ameren
Illinois
Ameren Ameren
Missouri Ameren
Illinois Ameren
Fair value of contracts at beginning of period, net $ 10
$ (213 ) $ (203 ) $ 8
$ (217 ) $ (209 )
Contracts realized or otherwise settled during the period (2 ) 5
3
(7 ) 19
12
Fair value of new contracts entered into during the period 3
—
3
6
—
6
Other changes in fair value (2 ) 2
—
2
(8 ) (6 )
Fair value of contracts outstanding at end of period, net $ 9
$ (206 ) $ (197 ) $ 9
$ (206 ) $ (197 )

~~The following table presents maturities of derivative contracts as of~~ ~~September 30, 2018, based on the hierarchy levels used to determine the fair value of the contracts:~~

Sources of Fair Value
Maturity
Less than
1 Year

Maturity
1-3 Years

Maturity
3-5 Years

Maturity in
Excess of
5 Years

Total
Fair Value
Ameren Missouri:

Level 1 $ 7
$ 1
$ —
$ —
$ 8
Level 2^(a)
(4 ) (2 ) —
—
(6 )
Level 3^(b)
3
4
—
—
7
Total $ 6
$ 3
$ —
$ —
$ 9
Ameren Illinois:

Level 1 $ —
$ (1 ) $ —
$ —
$ (1 )
Level 2^(a)
(8 ) (6 ) —
—
(14 )
Level 3^(b)
(16 ) (30 ) (30 ) (115 ) (191 )
Total $ (24 ) $ (37 ) $ (30 ) $ (115 ) $ (206 )
Ameren:
Level 1 $ 7
$ —
$ —
$ —
$ 7
Level 2^(a)
(12 ) (8 ) —
—
(20 )
Level 3^(b)
(13 ) (26 ) (30 ) (115 ) (184 )
Total $ (18 ) $ (34 ) $ (30 ) $ (115 ) $ (197 )


~~(a)~~	~~Principally fixed-price vs. floating OTC power swaps, power forwards, and fixed-price vs. floating over-the-counter natural gas swaps.~~


~~(b)~~	Principally power forward contract values based on information from external sources, historical results, and our estimates. Level 3 also includes option contract values based on an option valuation model.

ITEM 4. CONTROLS AND PROCEDURES.


(a)	Evaluation of Disclosure Controls and Procedures

As of September 30, ~~2018~~2019, evaluations were performed under the supervision and with the participation of management, including the principal executive officer and the principal financial officer of each of the Ameren Companies, of the effectiveness of the design and operation of such registrant’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on those evaluations, as of September 30, ~~2018~~2019, the principal executive officer and the principal financial officer of each of the Ameren Companies concluded that such disclosure controls and procedures are effective to provide assurance that information required to be disclosed in such registrant’s reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to its management, including its principal executive officer and its principal financial officer, to allow timely decisions regarding required disclosure.


(b)	Changes in Internal Controls over Financial Reporting

There has been no change in any of the Ameren Companies’ internal control over financial reporting during their most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, each of their internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are involved in legal and administrative proceedings before various courts and agencies with respect to matters that arise in the ordinary course of business, some of which involve substantial amounts of money. We believe that the final disposition of these proceedings, except as otherwise disclosed in this report, will not have a material adverse effect on our results of operations, financial position, or liquidity. Risk of loss is mitigated, in some cases, by insurance or contractual or statutory indemnification. Material legal and administrative

proceedings, which are discussed in Note 2 – Rate and Regulatory Matters, Note 9 – Commitments and Contingencies, and Note 10 – Callaway Energy Center, under Part I, Item 1, of this report include the following:

Ameren Missouri’s ~~proposed RESRAM~~electric service regulatory rate review filed with the MoPSC in ~~May 2018;~~July 2019;

the November 2019 request filed by the MoOPC to appeal the MoPSC’s December 2018 order in the RESRAM case to the Missouri Supreme Court;

Ameren Missouri’s ~~MEEIA filing~~request for deferral accounting treatment of maintenance expenses related to scheduled Callaway refueling and maintenance outages filed with the MoPSC in ~~June 2018;~~October 2019;

Ameren Illinois’ annual electric distribution service formula rate update filed with the ICC in April 2019;

Ameren Illinois’ annual electric energy-efficiency formula rate update filed with the ICC in May 2019;

the February 2015 complaint case filed with the FERC seeking a reduction in the allowed base return on common equity under the MISO tariff;

the November 2018 FERC order requesting briefs regarding a new methodology for determining the base return on common equity under the MISO tariff and how to apply the new methodology to the February 2015 complaint case and the September 2016 order related to the November 2015 complaint case;

the March 2019 FERC separate Notices of Inquiry regarding its allowed base return on common equity policy and its transmission incentives policy;

litigation against Ameren Missouri with respect to NSR and the Clean Air Act; and

remediation matters associated with former MGP ~~and waste disposal~~ sites of ~~the~~ Ameren ~~Companies.~~Illinois.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors disclosed in Part I, Item 1A, Risk Factors in the Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Ameren Corporation, Ameren Missouri, and Ameren Illinois did not purchase equity securities reportable under Item 703 of Regulation S-K during the period from July 1, ~~2018~~2019, to September 30, ~~2018~~2019.

ITEM 6. EXHIBITS.

The documents listed below are being filed or have previously been filed on behalf of the Ameren Companies and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously filed are filed herewith.



Exhibit Designation	Registrant(s)	Nature of Exhibit	Previously Filed as Exhibit to:
Instruments Defining Rights of Security Holders, Including Indentures
4.1	Ameren	Ameren Indenture Company Order, dated September 16, 2019, establishing the 2.50% Senior Notes due 2024(including the global note)	September 16, 2019 Form 8-K, Exhibits 4.3 and 4.4, File No. 1-14756
4.2	Ameren Ameren Illinois	Third Supplemental Indenture to the CILCO Indenture, dated as of October 15, 2019, amending the CILCO Indenture
4.3	Ameren Ameren Illinois	Supplemental Indenture, dated as of October 15, 2019, to Ameren Illinois Mortgage for First Mortgage Bonds, Senior Notes Series CILCO-AA
4.4	Ameren Ameren Illinois	Fourth Supplemental Indenture to the Ameren Illinois Indenture, dated as of October 15, 2019
4.5	Ameren Ameren Illinois	Ameren Illinois Indenture Company Order, dated October 30, 2019, establishing Senior Notes Series CILCO-AA
4.6	Ameren Ameren Illinois	Global Senior Note Series CILCO-AA
Material Contracts
10.1	Ameren	Forward Sale Agreement, dated August 5, 2019, between Ameren and Goldman Sachs & Co. LLC, as the Forward Purchaser	August 7, 2019 Form 8-K, Exhibit 10 File No. 1-14756
10.2	Ameren Companies	Revised Schedule I to Second Amended and Restated Ameren Change of Control Severance Plan, as amended
Rule 13a-14(a) / 15d-14(a) Certifications
31.1	Ameren	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of Ameren
31.2	Ameren	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of Ameren
31.3	Ameren Missouri	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of Ameren Missouri
31.4	Ameren Missouri	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of Ameren Missouri
31.5	Ameren Illinois	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of Ameren Illinois
31.6	Ameren Illinois	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of Ameren Illinois
Section 1350 Certifications
32.1	Ameren	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of Ameren
32.2	Ameren Missouri	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of Ameren Missouri
32.3	Ameren Illinois	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of Ameren Illinois
Interactive Data Files
101.INS	Ameren Companies	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Ameren Companies	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Ameren Companies	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	Ameren Companies	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Ameren Companies	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	Ameren Companies	Inline XBRL Taxonomy Extension Definition Document
104	Ameren Companies	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

The file number references for the Ameren Companies’ filings with the SEC are: Ameren, 1-14756; Ameren Missouri, 1-2967; and Ameren Illinois, 1-3672.

Each registrant hereby undertakes to furnish to the SEC upon request a copy of any long-term debt instrument not listed above that such registrant has not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Exchange Act, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

AMEREN CORPORATION

(Registrant)

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

UNION ELECTRIC COMPANY

(Registrant)

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

AMEREN ILLINOIS COMPANY

(Registrant)

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Date: November ~~2, 2018~~8, 2019

7369



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

~~43-1723446~~
	~~(Missouri Corporation)~~
	~~1901 Chouteau Avenue~~
	~~St. Louis, Missouri 63103~~
	~~(314) 621-3222~~

1-2967	Union Electric Company	43-0559760

~~43-0559760~~
	~~(Missouri Corporation)~~
	~~1901 Chouteau Avenue~~
	~~St. Louis, Missouri 63103~~
	~~(314) 621-3222~~

1-3672	Ameren Illinois Company	37-0211380

~~37-0211380~~
		~~(Illinois Corporation)~~
Title of each class	Trading Symbol(s)	~~6 Executive Drive~~	Name of each exchange on which registered
Common Stock, $0.01 par value per share	AEE	~~Collinsville, Illinois 62234~~
		~~(618) 343-8150~~	New York Stock Exchange



Ameren Corporation	Yes	ý☒	No	¨☐
Union Electric Company	Yes	ý☒	No	¨☐
Ameren Illinois Company	Yes	ý☒	No	¨☐



ý☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ~~for the Quarterly Period Ended September 30, 2018~~



¨☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to



Ameren Corporation	Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐
		~~Large Accelerated~~ ~~Filer~~	Smaller reporting company	~~Accelerated~~ ~~Filer~~ ☐	Emerging growth company	~~Non-Accelerated~~ ~~Filer~~	~~Smaller Reporting~~ ~~Company~~	~~Emerging Growth~~ ~~Company~~
~~Ameren Corporation~~		ý		¨		¨	¨	¨☐
Union Electric Company	Large accelerated filer	¨☐	Accelerated filer	☐	Non-accelerated filer	☒
		¨	Smaller reporting company	ý☐	Emerging growth company	¨	¨☐
Ameren Illinois Company	Large accelerated filer	¨☐	Accelerated filer	☐	Non-accelerated filer	☒
		¨	Smaller reporting company	ý☐	Emerging growth company	¨	¨☐



Ameren Corporation	Common stock, $0.01 par value per share – ~~244,295,792~~	246,029,792
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



		Page
Glossary of Terms and Abbreviations		1

Forward-looking Statements		1

PART II. Financial Information

Item 1.	Financial Statements (Unaudited)	3
	Ameren Corporation	3
	Consolidated Statement of Income and Comprehensive Income	3
	Consolidated Balance Sheet	4
	Consolidated Statement of Cash Flows	5
	~~Union Electric Company~~ ~~(d/b/a Ameren Missouri)~~	6
	Consolidated Statement of ~~Income~~Shareholders’ Equity	6
	~~Balance Sheet~~Union Electric Company (d/b/a Ameren Missouri)	7
	Statement of Income	7
	~~Statement of Cash Flows~~Balance Sheet	8
	~~Ameren Illinois Company~~ ~~(d/b/a Ameren Illinois)~~	9
	Statement of ~~Income~~Cash Flows	9
	~~Balance Sheet~~Statement of Shareholders’ Equity	10
	Ameren Illinois Company (d/b/a Ameren Illinois)	11
	Statement of ~~Cash Flows~~Income	11
	~~Note 1. Summary of Significant Accounting Policies~~Balance Sheet	12
	Statement of Cash Flows	13
	Statement of Shareholders’ Equity	14
	Note 1. Summary of Significant Accounting Policies	15
	Note 2. Rate and Regulatory Matters	1716
	Note 3. Short-term Debt and Liquidity	19
	Note 4. Long-term Debt and Equity Financings	20
	Note 5. Other Income, Net	21
	Note ~~4. Long-term Debt and Equity Financings~~6. Derivative Financial Instruments	22
	Note ~~5. Other Income, Net~~7. Fair Value Measurements	23
	Note ~~6. Derivative Financial Instruments~~8. Related-party Transactions	2327
	Note ~~7. Fair Value Measurements~~9. Commitments and Contingencies	2528
	Note ~~8. Related-party Transactions~~10. Callaway Energy Center	31
	Note ~~9. Commitments and Contingencies~~11. Retirement Benefits	3233
	Note ~~10. Callaway Energy Center~~12. Income Taxes	3633
	Note ~~11. Retirement Benefits~~13. Supplemental Information	37
	Note ~~12. Income Taxes~~14. Segment Information	38
	~~Note 13. Segment Information~~	3937
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4442
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6966
Item 4.	Controls and Procedures	7066

PART IIII. Other Information

Item 1.	Legal Proceedings	7066
Item 1A.	Risk Factors	7167
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7167
Item 6.	Exhibits	7268

Signatures		7369



	September 30, 2018						December 31, 2017						September 30, 2017						December 31, 2016
	Ameren		Ameren Missouri		Ameren Illinois		Ameren		Ameren Missouri		Ameren Illinois		Ameren		Ameren Missouri		Ameren Illinois		Ameren		Ameren Missouri		Ameren Illinois
Cash and cash equivalents^(a)	$	11	$	—	$	—	$	10	$	—	$	—	$	9	$	—	$	—	$	9	$	—	$	—
Restricted cash included in “Other current assets”	15		4		8		21		5		6		19		4		5		20		4		6
Restricted cash included in “Other assets”	63		—		63		35		—		35		27		—		27		22		—		22
Restricted cash included in “Nuclear decommissioning trust fund”	3		3		(b)		2		2		(b)		2		2		(b)		1		1		(b)
Total cash, cash equivalents, and restricted cash^(c)	$	92	$	7	$	71	$	68	$	7	$	41	$	57	$	6	$	32	$	52	$	5	$	28



	September 30, 2018						September 30, 2017
	Ameren^(a)		Ameren Missouri		Ameren Illinois		Ameren^(a)		Ameren Missouri		Ameren Illinois
Accrued capital expenditures	$	240	$	94	$	133	$	202	$	70	$	100
Net realized and unrealized gain – nuclear decommissioning trust fund	33		33		(b)		53		53		(b)



	Ameren Missouri				Ameren Illinois^(a)		Ameren
Balance at December 31, 2017	$	640		^(b)	$	4	$	644		^(b)
Liabilities settled	(4		)		(c)		(4		)
Accretion^(d)	20				(c)		20
Change in estimates^(e)	(14		)		—		(14		)
Balance at September 30, 2018	$	642		^(b)	$	4	$	646		^(b)



	Performance Share Units				Restricted Stock Units
	Share Units		Weighted-average Fair Value per Share Unit		Stock Units		Weighted-average Fair Value per Stock Unit
Nonvested at January 1, 2018^(a)	895,489		$	52.28	—		$	—
Granted	313,984		62.88		186,728		57.65
Forfeitures	(62,865	)	50.78		(4,964	)	58.99
Undistributed vested units^(b)	(217,350	)	53.57		(19,742	)	59.01
Vested and distributed	(176,043	)	52.88		—		—
Nonvested at September 30, 2018^(c)	753,215		$	56.31	162,022		$	57.44


(a)	The timing of peak outstanding commercial paper issuances varies by company. Therefore, the sum of individual company peak amounts may not equal the Ameren ~~Consolidated~~consolidated peak commercial paper issuances for the period.


(b)	In the third quarter of 2019, Ameren’s and Ameren Illinois’ peak interest rate was affected by temporary disruptions in the commercial paper market.



	Aggregate Fair Value of Derivative Liabilities^(a)		Cash Collateral Posted		Potential Aggregate Amount of Additional Collateral Required^(b)
Ameren Missouri	$	71	$	4	$	51
Ameren Illinois	49		—		43
Ameren	$	120	$	4	$	94



		Net derivative commodity contracts
		Ameren Missouri			Ameren Illinois			Ameren
For the three months ended September 30, 2018
Beginning balance at July 1, 2018	$	5		$	(190	)	$	(185	)
Realized and unrealized losses included in regulatory assets/liabilities		(4	)		—			(4	)
Purchases		1			—			1
Settlements		(1	)		3			2
Transfers out of Level 3		(1	)		—			(1	)
Ending balance at September 30, 2018	$	—		$	(187	)	$	(187	)
Change in unrealized losses related to assets/liabilities held at September 30, 2018	$	—		$	—		$	—
For the three months ended September 30, 2017
Beginning balance at July 1, 2017	$	14		$	(192	)	$	(178	)
Realized and unrealized losses included in regulatory assets/liabilities		(2	)		(3	)		(5	)
Sales		1			—			1
Settlements		(3	)		3			—
Ending balance at September 30, 2017	$	10		$	(192	)	$	(182	)
Change in unrealized losses related to assets/liabilities held at September 30, 2017	$	—		$	(2	)	$	(2	)
For the nine months ended September 30, 2018
Beginning balance at January 1, 2018	$	7		$	(195	)	$	(188	)
Realized and unrealized losses included in regulatory assets/liabilities		(7	)		(1	)		(8	)
Purchases		5			—			5
Settlements		(4	)		9			5
Transfers out of Level 3		(1	)		—			(1	)
Ending balance at September 30, 2018	$	—		$	(187	)	$	(187	)
Change in unrealized losses related to assets/liabilities held at September 30, 2018	$	(1	)	$	(2	)	$	(3	)
For the nine months ended September 30, 2017
Beginning balance at January 1, 2017	$	7		$	(185	)	$	(178	)
Realized and unrealized losses included in regulatory assets/liabilities		(3	)		(14	)		(17	)
Purchases		15			—			15
Sales		1			—			1
Settlements		(10	)		7			(3	)
Ending balance at September 30, 2017	$	10		$	(192	)	$	(182	)
Change in unrealized losses related to assets/liabilities held at September 30, 2017	$	—		$	(15	)	$	(15	)


(c)	The Level 3 fair value amount consists of ATXI’s senior unsecured notes. ~~In the first quarter of 2018, the amount was transferred to Level 3 because inputs to the valuation model became unobservable during the period.~~


~~(d)~~	~~Preferred stock is recorded in “Noncontrolling Interests” on the consolidated balance sheet.~~


(a)	Included in “Accounts payable – affiliates” on the balance sheet.


(b)	Included in “Accounts receivable – affiliates” on the balance sheet.



				Three Months				Nine Months
Agreement	Income Statement Line Item			Ameren Missouri		Ameren Illinois		Ameren Missouri		Ameren Illinois
Ameren Missouri power supply	Operating Revenues	2018	$	5	$	(a)	$	11	$	(a)
agreements with Ameren Illinois		2017		4		(a)		21		(a)
Ameren Missouri and Ameren Illinois	Operating Revenues	2018		6		(b)		17		2
rent and facility services		2017		7		1		20		3
Ameren Missouri and Ameren Illinois	Operating Revenues	2018		(b)		(b)		(b)		(b)
miscellaneous support services		2017		(b)		(b)		(b)		1
Total Operating Revenues		2018	$	11	$	(b)	$	28	$	2
		2017		11		1		41		4
Ameren Illinois power supply	Purchased Power	2018	$	(a)	$	5	$	(a)	$	11
agreements with Ameren Missouri		2017		(a)		4		(a)		21
Ameren Illinois transmission	Purchased Power	2018		(a)		(b)		(a)		1
services with ATXI		2017		(a)		(b)		(a)		1
Total Purchased Power		2018	$	(a)	$	5	$	(a)	$	12
		2017		(a)		4		(a)		22
Ameren Services support services	Other Operations and Maintenance	2018	$	36	$	33	$	101	$	93
agreement		2017		34		33		103		99
Money pool borrowings (advances)	Interest Charges/ Other Income, Net	2018	$	(b)	$	(b)	$	(b)	$	(b)
		2017		(b)		(b)		(b)		(b)


	Coal		Natural Gas^(a)		Nuclear Fuel		Purchased Power^(b)(c)		Methane Gas		Other		Total		Coal		Natural Gas^(a)		Nuclear Fuel		Purchased Power^(b)(c)			Methane Gas		Other		Total
Ameren:^(d)
2018	$	86	$	55	$	36	$	60	$	1	$	38	$	276
2019	319		189		26		157		4		51		746		$	142	$	51	$	21	$	56	^(d)	$	1	$	20	$	291
2020	159		131		38		53		4		41		426		226		172		43		146		^(d)	3		40		630
2021	121		70		56		10		5		30		292		195		105		59		50			3		26		438
2022	73		19		13		—		5		25		135		137		49		12		12			3		22		235
2023															46		25		42		2			3		22		140
Thereafter	—		39		72		—		58		92		261		—		48		29		—			26		85		188
Total	$	758	$	503	$	241	$	280	$	77	$	277	$	2,136	$	746	$	450	$	206	$	266		$	39	$	215	$	1,922
Ameren Missouri:
2018	$	86	$	11	$	36	$	—	$	1	$	31	$	165
2019	319		39		26		—		4		35		423		$	142	$	10	$	21	$	—		$	1	$	16	$	190
2020	159		30		38		—		4		25		256		226		39		43		—			3		29		340
2021	121		14		56		—		5		25		221		195		23		59		—			3		22		302
2022	73		5		13		—		5		25		121		137		11		12		—			3		22		185
2023															46		10		42		—			3		22		123
Thereafter	—		17		72		—		58		75		222		—		17		29		—			26		48		120
Total	$	758	$	116	$	241	$	—	$	77	$	216	$	1,408	$	746	$	110	$	206	$	—		$	39	$	159	$	1,260
Ameren Illinois:
2018	$	—	$	44	$	—	$	60	$	—	$	4	$	108
2019	—		150		—		157		—		7		314		$	—	$	41	$	—	$	56	^(d)	$	—	$	2	$	99
2020	—		100		—		53		—		7		160		—		133		—		146		^(d)	—		1		280
2021	—		56		—		10		—		—		66		—		82		—		50			—		—		132
2022	—		14		—		—		—		—		14		—		38		—		12			—		—		50
2023															—		15		—		2			—		—		17
Thereafter	—		22		—		—		—		—		22		—		31		—		—			—		—		31
Total	$	—	$	386	$	—	$	280	$	—	$	18	$	684	$	—	$	340	$	—	$	266		$	—	$	3	$	609


(b)	The purchased power amounts for Ameren and Ameren Illinois exclude agreements for renewable energy credits through ~~2034~~2035 with various renewable energy suppliers due to the contingent nature of the payment ~~amounts.~~amounts, with the exception of expected payments of $11 million through 2023.


Type and Source of Coverage	Maximum Coverages			Maximum Assessments for Single Incidents			Maximum Coverages			Maximum Assessments for Single Incidents
Public liability and nuclear worker liability:
American Nuclear Insurers	$	450		$	—		$	450		$	—
Pool participation	13,623		^(a)	138		^(b)	13,486		^(a)	138		^(b)
	$	14,073	^(c)	$	138		$	13,936	^(c)	$	138
Property damage:
NEIL and EMANI	$	3,200	^(d)	$	27	^(e)	$	3,200	^(d)	$	28	^(e)
Replacement power:
NEIL	$	490	^(f)	$	7	^(e)	$	490	^(f)	$	7	^(e)


(a)	Provided through mandatory participation in an industrywide retrospective premium assessment program. The maximum coverage available is dependent on the number of United States commercial reactors participating in the program.


(b)	Retrospective premium under the Price-Anderson Act. This is subject to retrospective assessment with respect to a covered loss in excess of $450 million in the event of an incident at any licensed United States commercial reactor, payable at $21 million per year.


(c)	Limit of liability for each incident under the Price-Anderson liability provisions of the Atomic Energy Act of 1954, as amended. This limit is subject to change to account for the effects of inflation and changes in the number of licensed reactors.


(d)	NEIL provides $2.7 billion in property damage, stabilization, decontamination, and premature decommissioning insurance for radiation events and $2.3 billion in property damage insurance for nonradiation events. EMANI provides $490 million in property damage insurance for both radiation and nonradiation events.


(e)	All NEIL insured plants could be subject to assessments should losses exceed the accumulated funds from NEIL.


(f)	Provides replacement power cost insurance in the event of a prolonged accidental outage. Weekly indemnity up to $4.5 million for 52 weeks, which commences after the first twelve weeks of an outage, plus up to $3.6 million per week for a minimum of 71 weeks thereafter for a total not exceeding the policy limit of $490 million. Nonradiation events are limited to $328 million.


	Pension Benefits												Postretirement Benefits												Pension Benefits												Postretirement Benefits
	Three Months						Nine Months						Three Months						Nine Months						Three Months						Nine Months						Three Months						Nine Months
	2018			2017			2018			2017			2018			2017			2018			2017			2019			2018			2019			2018			2019			2018			2019			2018
Service cost^(a)	$	25		$	24		$	75		$	70		$	6		$	6		$	16		$	16		$	22		$	25		$	66		$	75		$	4		$	6		$	13		$	16
Non-service cost components:
Interest cost	42			44			126			134			10			12			30			35			46			42			139			126			11			10			32			30
Expected return on plan assets	(68		)	(65		)	(206		)	(196		)	(20		)	(19		)	(58		)	(56		)	(69		)	(68		)	(207		)	(206		)	(19		)	(20		)	(57		)	(58		)
Amortization of:
Prior service benefit	—			(1		)	—			(1		)	(1		)	(2		)	(3		)	(4		)	—			—			—			—			(1		)	(1		)	(4		)	(3		)
Actuarial loss (gain)	17			14			51			41			(2		)	(2		)	(5		)	(5		)	6			17			19			51			(4		)	(2		)	(11		)	(5		)
Total non-service cost components^(b)	(9		)	(8		)	(29		)	(22		)	(13		)	(11		)	(36		)	(30		)	$	(17	)	$	(9	)	$	(49	)	$	(29	)	$	(13	)	$	(13	)	$	(40	)	$	(36	)
Net periodic benefit cost (income)	$	16		$	16		$	46		$	48		$	(7	)	$	(5	)	$	(20	)	$	(14	)	$	5		$	16		$	17		$	46		$	(9	)	$	(7	)	$	(27	)	$	(20	)


(a)	Service cost, net of capitalization, is reflected in “Operating Expenses – Other operations and maintenance” on Ameren’s statement of income.


(b)	~~2018 amounts and the non-capitalized portion of 2017’s non-service~~Non-service cost components ~~as discussed above,~~ are reflected in “Other Income, Net” on Ameren’s statement of income. See Note 5 – Other Income, Net for additional information.