Indicate by check mark whether the registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

Ameren Corporation

Yes

☒

☐

Union Electric Company

Yes

☒

☐

Ameren Illinois Company

Yes

☒

☐

Indicate by check mark whether each registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Ameren Corporation

Yes

☒

☐

Union Electric Company

Yes

☒

☐

Ameren Illinois Company

Yes

☒

☐

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ~~“emerging~~��emerging growth company” in Rule 12b-2 of the Exchange Act.

Ameren Corporation

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

Union Electric Company

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

Ameren Illinois Company

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Ameren Corporation			☐
Union Electric Company			☐
Ameren Illinois Company			☐

Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Ameren Corporation

Yes

☐

☒

Union Electric Company

Yes

☐

☒

Ameren Illinois Company

Yes

☐

☒

The number of shares outstanding of each registrant’s classes of common stock as of ~~October~~July 31, ~~2019,~~2020, was as follows:

Registrant

Title of each class of common stock

Shares outstanding

Ameren Corporation

Common stock, $0.01 par value per share

–247,079,529

~~246,029,792~~

Union Electric Company

Common stock, $5 par value per share, held by Ameren Corporation

–102,123,834

~~102,123,834~~

Ameren Illinois Company

Common stock, no par value, held by Ameren Corporation–

25,452,373

~~______________________________________________________________________________________________________~~

This combined Form 10-Q is separately filed by Ameren Corporation, Union Electric Company, and Ameren Illinois Company. Each registrant hereto is filing on its own behalf all of the information contained in this quarterly report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

TABLE OF CONTENTS


					Page
Glossary of Terms and Abbreviations						1

Forward-looking Statements						1

PART I. Financial Information

Item 1.					~~Page~~
~~Glossary of Terms and Abbreviations~~Financial Statements (Unaudited)		14

~~Forward-looking Statements~~Ameren Corporation		14

~~PART I. Financial Information~~

~~Item 1.~~	~~Financial Statements (Unaudited)~~			3
	~~Ameren Corporation~~	3
	Consolidated Statement of Income and Comprehensive Income	34

			Consolidated Balance Sheet		45
			Consolidated Statement of Cash Flows		56
			Consolidated Statement of Shareholders’ Equity		67
			Union Electric Company (d/b/a Ameren Missouri)		78
			Statement of Income		78
			Balance Sheet		89
			Statement of Cash Flows		910
			Statement of Shareholders’ Equity		1011
			Ameren Illinois Company (d/b/a Ameren Illinois)		1112
			Statement of Income		1112
			Balance Sheet		1213
			Statement of Cash Flows		1314
			Statement of Shareholders’ Equity		1415
			Note 1. Summary of Significant Accounting Policies		1516
			Note 2. Rate and Regulatory Matters		1618
			Note 3. Short-term Debt and Liquidity		1921
			Note 4. Long-term Debt and Equity Financings		2022
			Note 5. Other Income, Net		2122
			Note 6. Derivative Financial Instruments		2223
			Note 7. Fair Value Measurements		2325
			Note 8. Related-party Transactions		27
			Note 9. Commitments and Contingencies		28
			Note 10. Callaway Energy Center		3132
			Note 11. Retirement Benefits		33
			Note 12. Income Taxes		33
			Note 13. Supplemental Information		3734
			Note 14. Segment Information		3736
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations		4240
Item 3.			Quantitative and Qualitative Disclosures About Market Risk		6670
Item 4.			Controls and Procedures		6670

PART II. Other Information

Item 1.			Legal Proceedings		6671
Item 1A.			Risk Factors		6771
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds		6772
Item 6.			Exhibits		6873

Signatures						6974

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.

COVID-19 pandemic – the global pandemic resulting from the outbreak of the 2019 novel coronavirus, which causes coronavirus disease 2019 (COVID-19).

Deferred payment arrangement –a payment option that allows certain Ameren Missouri and Ameren Illinois retail customers to pay a utility bill balance over a period of time, generally over a period of up to 12 months. On a temporary basis through January 31, 2021, Ameren Illinois' residential retail customers may elect to pay for a utility bill balance over a period of up to 18 months, while certain residential retail customers may elect to pay over a period of up to 24 months.

Form 10-K – The combined Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, filed by the Ameren Companies with the SEC.

Net energy costs – Net energy costs, as defined in the FAC, which include fuel, certain fuel additives, ash disposal costs and revenues, emission allowances, and purchased power costs, including transportation, net of off-system sales and capacity revenues. Substantially all transmission revenues and charges are excluded from net energy costs. The MoPSC's March 2020 electric rate order changed the FAC to include certain fuel additives and ash disposal costs and revenues, as of April 1, 2020.

QTD – three months ended June 30.

QTD YoY – three months ended June 30, 2020, compared with the year-ago period.

YTD – six months ended June 30.

YTD YoY – six months ended June 30, 2020, compared with the year-ago period.

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, projections, 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~~within Risk Factors in the Form 10-K and in this report, 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, and any changes in regulatory policies and ratemaking determinations, that may change regulatory recovery mechanisms, such as those that may result from a potential rehearing of the ~~complaint case filed in February 2015 with the~~May 2020 FERC ~~a new methodology to determine~~order determining the allowed base ~~return on common equity~~ROE under the MISO tariff, ~~proposed by~~ the ~~FERC in November 2018, the Notices~~Notice of Inquiry issued by the FERC in March 2019 ~~Ameren Missouri’s electric regulatory rate review filed with~~regarding its allowed base ROE policy, the ~~MoPSC~~Notice of Proposed Rulemaking issued by the FERC in March 2020, the July ~~2019, a request for~~2020 appeal filed ~~with~~by Ameren Missouri, Ameren Illinois, and ATXI challenging the ~~Missouri Supreme Court by~~FERC’s rehearing denials in the ~~MoOPC in November 2019 related to~~transmission formula rate revision cases, Ameren Missouri’s RESRAM, Ameren Missouri’s request for deferral accounting treatment of maintenance expenses related to scheduled Callaway refueling and maintenance outages filed with the MoPSC in October 2019,Illinois’ May 2020 annual electric energy-efficiency formula rate update, Ameren Illinois’ April ~~2019~~2020 annual electric distribution formula rate update filing, and Ameren Illinois’ ~~May 2019 annual electric energy-efficiency formula~~natural gas delivery service regulatory rate ~~update,~~review filed with the ICC in February 2020;

•the length and severity of the COVID-19 pandemic, and its impacts on our business continuity plans and our results of operations, financial position, and liquidity, including but not limited to changes in customer demand resulting in changes to sales volumes, customers’ payment for our services and their use of deferred payment arrangements, future regulatory ~~judicial,~~ or legislative actions that ~~change regulatory recovery mechanisms;~~could require suspension of customer disconnections and/or late fees, among other things, for an extended period of time, the health and welfare of our workforce and contractors, supplier disruptions, delays in the completion of capital or other construction projects, which could impact our planned capital expenditures and expected planned rate base growth, Ameren Missouri’s ability to recover any lost revenues or incremental costs, our ability to meet customer energy-efficiency program goals and earn performance incentives related to those programs, increased data security risks as a result of the transition to remote working arrangements for a significant portion of our workforce, and our ability to access the capital markets on reasonable terms and when needed;

•the effect and duration of Ameren Illinois’ ~~participation~~election to participate in performance-based formula ratemaking frameworks ~~under the IEIMA~~for its electric distribution service and ~~the FEJA,~~its participation in electric energy-efficiency programs, including the direct relationship between Ameren ~~Illinois' return on common equity~~Illinois’ ROE and the 30-year United States Treasury bond ~~yields, and the related financial commitments;~~yields;

•the effect ~~of Missouri Senate Bill 564~~ on Ameren Missouri ~~including~~of any customer rate caps pursuant to Ameren Missouri’s election to use ~~PISA;~~the PISA, including an extension of use beyond 2023, if requested by Ameren Missouri and approved by the MoPSC;

•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, including as a result of amendments or technical corrections to the TCJA, and challenges to the tax positions taken by the Ameren Companies, if any;

•the effects on demand for our services resulting from technological advances, including advances in customer energy efficiency, electric vehicles, electrification of various industries, 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;

•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 equity;~~ROE;

•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;~~ROEs;

•the cost and availability of fuel, such as ~~ultra-low-sulfur~~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~~Energy Center 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~~nuclear and coal-fired energy ~~center,~~centers, 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, which have been affected by, and will be affected by the length and severity of, the COVID-19 pandemic, including ~~their~~the impact of such conditions on interest ~~rates, collection of our receivable balances, and demand for our products;~~rates;

•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;~~actions, including any impacts on our credit ratings that may result from the economic conditions of the COVID-19 pandemic;

•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 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, electric and natural gas transmission or distribution, ~~equipment~~ or natural gas storage facilities systems and equipment, which could result in unanticipated liabilities or unplanned outages;

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

•Ameren Missouri’s ability to recover the remaining investment, if any, and decommissioning costs associated with the retirement of an energy center, as well as the ability to earn a return on that remaining investment and those decommissioning costs;

•the impact of current environmental laws and new, more stringent, or changing requirements, including those related to NSR, CO₂ and the 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 current environmental laws and new, more stringent, or changing requirements, including those related to the effect of NSR and Clean Air Act litigation, CO~~₂ and the 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 ~~requirements~~standards 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 ability of developers to meet contractual commitments and timely complete projects, which is dependent upon the availability of necessary materials and equipment, including those that are affected by the disruptions in the global supply chain caused by the COVID-19 pandemic, among other things; 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 the MISO or other RTOs 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, investors, 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;~~coverage, or concerns about environmental, social, and/or governance practices;

•the impact of adopting new accounting guidance;

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

•legal and administrative proceedings; 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 June 30,						Six Months Ended June 30,
	2019		2018		2019		2018			2020		2019		2020		2019
Operating Revenues:									Operating Revenues:
Electric	$	1,528	$	1,590	$	3,928	$	4,209	Electric	$	1,237	$	1,218	$	2,357	$	2,400
Natural gas	131		134		666		663		Natural gas	161		161		481		535
Total operating revenues	1,659		1,724		4,594		4,872		Total operating revenues	1,398		1,379		2,838		2,935
Operating Expenses:									Operating Expenses:
Fuel	147		216		409		590		Fuel	119		102		259		262
Purchased power	148		148		440		453		Purchased power	109		136		243		292
Natural gas purchased for resale	31		30		236		252		Natural gas purchased for resale	42		44		149		205
Other operations and maintenance	434		429		1,301		1,299		Other operations and maintenance	384		450		822		867

Depreciation and amortization	248		241		745		713		Depreciation and amortization	271		249		526		497
Taxes other than income taxes	131		127		375		374		Taxes other than income taxes	119		118		244		244
Total operating expenses	1,139		1,191		3,506		3,681		Total operating expenses	1,044		1,099		2,243		2,367
Operating Income	520		533		1,088		1,191		Operating Income	354		280		595		568

Other Income, Net	34		32		99		84		Other Income, Net	48		36		69		65
Interest Charges	96		101		290		302		Interest Charges	108		97		201		194
Income Before Income Taxes	458		464		897		973		Income Before Income Taxes	294		219		463		439
Income Taxes	92		105		158		221		Income Taxes	50		39		71		66

Net Income	366		359		739		752		Net Income	244		180		392		373
Less: Net Income Attributable to Noncontrolling Interests	2		2		5		5		Less: Net Income Attributable to Noncontrolling Interests	1		1		3		3

Net Income Attributable to Ameren Common Shareholders	$	364	$	357	$	734	$	747	Net Income Attributable to Ameren Common Shareholders	$	243	$	179	$	389	$	370


Net Income	$	366	$	359	$	739	$	752	Net Income	$	244	$	180	$	392	$	373
Other Comprehensive Income, Net of Taxes									Other Comprehensive Income, Net of Taxes
Pension and other postretirement benefit plan activity, net of income taxes of $-, $-, $-, and $-, respectively	—		2		1		1
Pension and other postretirement benefit plan activity, net of income taxes of $—, $—, $—, and $—, respectively									Pension and other postretirement benefit plan activity, net of income taxes of $—, $—, $—, and $—, respectively	—		—		1		1
Comprehensive Income	366		361		740		753		Comprehensive Income	244		180		393		374
Less: Comprehensive Income Attributable to Noncontrolling Interests	2		2		5		5		Less: Comprehensive Income Attributable to Noncontrolling Interests	1		1		3		3
Comprehensive Income Attributable to Ameren Common Shareholders	$	364	$	359	$	735	$	748	Comprehensive Income Attributable to Ameren Common Shareholders	$	243	$	179	$	390	$	371



Earnings per Common Share – Basic	$	1.48	$	1.46	$	2.99	$	3.06	Earnings per Common Share – Basic	$	0.99	$	0.73	$	1.58	$	1.51


Earnings per Common Share – Diluted	$	1.47	$	1.45	$	2.97	$	3.04	Earnings per Common Share – Diluted	$	0.98	$	0.72	$	1.57	$	1.50

Weighted-average Common Shares Outstanding – Basic	245.9		244.1		245.5		243.6		Weighted-average Common Shares Outstanding – Basic	246.9		245.6		246.7		245.3
Weighted-average Common Shares Outstanding – Diluted	247.5		246.3		247.0		245.5		Weighted-average Common Shares Outstanding – Diluted	247.9		247.2		248.0		246.8

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

~~2018~~.

NOTE 4 – LONG-TERM DEBT AND EQUITY FINANCINGS

Ameren

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, Ameren issued a total of 0.2 million and ~~0.7~~0.4 million shares of common stock, respectively, under its DRPlus and 401(k) plan, and received proceeds of ~~$17~~$14 million and ~~$54~~$27 million, respectively. In addition, in the first quarter of ~~2019,~~2020, Ameren issued ~~0.8~~0.5 million shares of common stock valued at ~~$54~~$38 million upon the vesting of stock-based compensation.

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 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 term of 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.

The forward sale agreement will be physically settled unless Ameren elects to settle in cash or to net share settle. At ~~September~~June 30, ~~2019~~,2020, Ameren could have settled the forward sale agreement with physical delivery of 7.5 million shares of common stock to the counterparty in exchange for ~~cash of~~ ~~$557 million~~.$547 million. The forward sale agreement could also have been settled at ~~September~~ June 30, ~~2019~~,2020, with delivery of approximately ~~$47~~$16 million ~~of cash~~ or ~~approximately~~ ~~0.6~~0.2 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 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 loss will be recognized within earnings due to subsequent changes in the 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, For additional information about the forward sale agreement, ~~could have a dilutive effect on earnings per share.~~see Note 5 – Long-Term Debt and Equity Financings under Part II, Item 8, in the Form 10-K.

In ~~September 2019,~~April 2020, Ameren (parent) issued ~~$450~~$800 million of ~~2.50%~~3.50% senior unsecured notes due ~~September 2024,~~January 2031, with interest payable semiannually on ~~March~~January 15 and ~~September~~July 15, beginning ~~March~~July 15, 2020. Ameren received net proceeds of ~~$447~~$793 million, which were used for general corporate purposes, including to repay outstanding short-term ~~debt.~~debt, and will be used to fund the repayment of Ameren’s 2.70% senior unsecured notes due November 2020.

Ameren Missouri

In March ~~2019,~~2020, Ameren Missouri issued ~~$450~~$465 million of ~~3.50%~~2.95% first mortgage bonds due March ~~2029,~~2030, with interest payable semiannually on March 15 and September 15 of each year, beginning September 15, ~~2019.~~2020. Ameren Missouri received net proceeds of ~~$447~~$462 million, which were used to repay outstanding short-term debt, including short-term debt that Ameren Missouri incurred in connection with the repayment of ~~$329~~$85 million of its ~~6.70%~~5.00% senior secured notes that matured in February ~~1, 2019.~~

In 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 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 remarketed to new investors. The following table provides additional information on the bonds:

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 October 2019, Ameren Missouri issued $330 million of 3.25% first mortgage bonds due October 2049, with interest payable semiannually on April 1 and October 1 of each year, beginning April 1,~~ 2020. Ameren Missouri received net proceeds of $326 million, which were used to repay $244 million of its 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~~received cash capital contributions totaling $350 million offrom Ameren (parent) during 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 due 2036 with first mortgage bonds issued under its 1992 mortgage indenture.six months ended June 30, 2020.

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~~June 30, ~~2019,~~2020, 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~~June 30, ~~2019,~~2020, none of the Ameren Companies had any significant off-balance-sheet financing arrangements, other than the forward sale agreement relating to common stock, 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~~six months ended ~~September~~June 30, 2020 and 2019:


	Three Months							Six Months
	2020		2019		2020			2019
Ameren:

Allowance for equity funds used during construction	$	9	$	8	$	13		$	13
Interest income on industrial development revenue bonds	6		6		12			13
Other interest income	1		3		2			4

Non-service cost components of net periodic benefit income^(a)	30		22		53			44
Miscellaneous income	7		1		9			4
Donations	(1)		(1)		(14)		^(b)	(7)
Miscellaneous expense	(4)		(3)		(6)			(6)
Total Other Income, Net	$	48	$	36	$	69		$	65


	Three Months							Six Months
	2020		2019		2020			2019
Ameren Missouri:

Allowance for equity funds used during construction	$	6	$	5	$	8		$	8
Interest income on industrial development revenue bonds	7		6		12			13

Non-service cost components of net periodic benefit income^(a)	14		4		19			9
Miscellaneous income	1		2		2			2
Donations	(1)		—		(9)		^(b)	(2)
Miscellaneous expense	(2)		(1)		(3)			(2)
Total Other Income, Net	$	25	$	16	$	29		$	28
Ameren Illinois:

Allowance for equity funds used during construction	$	3	$	3	$	5		$	5
Interest income	1		2		2			4

Non-service cost components of net periodic benefit income	11		12		24			24
Miscellaneous income	4		1		5			2
Donations	(1)		(1)		(5)			(5)
Miscellaneous expense	(1)		(2)		(3)			(4)
Total Other Income, Net	$	17	$	15	$	28		$	26

(a)For the three and six months ended June 30, 2020, the non-service cost components of net periodic benefit income were partially offset by amounts deferred of $(3) million and $3 million, 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. The deferral was $8 million and $15 million for three and six months ended June 30, 2019, ~~and 2018:~~

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

respectively.

(b)Includes $8 million pursuant to Ameren Missouri’s March 2020 electric rate order. See Note 2 – Rate and Regulatory Matters for additional information.

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)~~

For the three and nine months ended September 30, 2019, the non-service cost components of net periodic benefit income were partially offset by a $7 million and $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 (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, power and ~~power,~~uranium, 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 and uranium inventories that differ from the cost of those commodities in inventory; ~~and~~

•actual cash outlays for the purchase of these commodities that differ from anticipated cash ~~outlays.~~outlays; and

•actual off-system sales revenues that differ from anticipated revenues

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.

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. 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~~June 30, ~~2019,~~2020, and December 31, ~~2018,~~2019, all contracts that met the definition of a derivative and were not eligible for the NPNS exception received regulatory deferral. Cash flows for all derivative financial instruments are classified in cash flows from operating activities.

The following table presents open gross commodity contract volumes by commodity type for derivative assets and liabilities as of ~~September~~June 30, ~~2019,~~2020, and December 31, ~~2018.~~2019. As of ~~September~~June 30, ~~2019,~~2020, these contracts extended through October ~~2022,~~2023, March 2024, ~~and~~ May 2032 and March 2023 for fuel oils, natural gas, power and ~~power,~~uranium, respectively.


	Quantity (in millions, except as indicated)
	June 30, 2020					December 31, 2019
Commodity	Ameren Missouri	Ameren Illinois	Ameren	Ameren Missouri	Ameren Illinois	Ameren
Fuel oils (in gallons)	53	—	53	58	—	58
Natural gas (in mmbtu)	25	137	162	20	136	156
Power (in megawatthours)	6	7	13	5	7	12
Uranium (pounds in thousands)	365	—	365	565	—	565

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~~June 30, ~~2019,~~2020, and December 31, ~~2018:~~2019:

September 30, 2019 December 31, 2018
Balance Sheet Location
Ameren
Missouri

Ameren
Illinois
Ameren
Ameren
Missouri

Ameren
Illinois
Ameren
Fuel oils Other current assets $ 4
$ —
$ 4
$ 3
$ —
$ 3
Other assets 2
—
2
5
—
5
Natural gas Other current assets —
2
2
—
1
1
Other assets —
1
1
—
2
2
Power Other current assets 8
—
8
4
—
4
Other assets 4
—
4
—
—
—
Total assets $ 18
$ 3
$ 21
$ 12
$ 3
$ 15
Fuel oils Other current liabilities $ 7
$ —
$ 7
$ 4
$ —
$ 4
Other deferred credits and liabilities 5
—
5
9
—
9
Natural gas Other current liabilities 3
12
15
4
8
12
Other deferred credits and liabilities 1
7
8
1
6
7
Power Other current liabilities 3
15
18
4
14
18
Other deferred credits and liabilities 1
189
190
—
169
169
Total liabilities $ 20
$ 223
$ 243
$ 22
$ 197
$ 219


			June 30, 2020									December 31, 2019
	Balance Sheet Location		Ameren Missouri		Ameren Illinois		Ameren		Ameren Missouri		Ameren Illinois		Ameren









Fuel oils	Other current assets	$	2	$	—	$	2	$	4	$	—	$	4
	Other assets		1		—		1		2		—		2


Natural gas	Other current assets		—		3		3		—		3		3
	Other assets		1		2		3		—		1		1


Power	Other current assets		17		—		17		14		—		14
	Other assets		2		—		2		2		—		2

Uranium	Other assets		1		—		1		—		—		—
	Total assets	$	24	$	5	$	29	$	22	$	4	$	26





Fuel oils	Other current liabilities	$	15	$	—	$	15	$	4	$	—	$	4
	Other deferred credits and liabilities		8		—		8		3		—		3


Natural gas	Other current liabilities		2		10		12		1		12		13
	Other deferred credits and liabilities		—		3		3		1		6		7


Power	Other current liabilities		2		18		20		2		17		19
	Other deferred credits and liabilities		2		211		213		1		207		208


Uranium	Other deferred credits and liabilities		—		—		—		1		—		1
	Total liabilities	$	29	$	242	$	271	$	13	$	242	$	255

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~~June 30, ~~2019,~~2020, and December 31, ~~2018.~~2019.

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. As of ~~September~~June 30, ~~2019,~~2020, if counterparty groups were to fail completely to perform on contracts, the Ameren Companies’ maximum exposure related to derivative assets would have been immaterial with or without consideration of the application of master netting arrangements or similar agreements and collateral held.

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 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~~June 30, ~~2019,~~2020, the aggregate fair value of 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 were each immaterial to Ameren, Ameren Missouri, and Ameren Illinois.

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. Fair value measurements are classified in three levels based on the fair value hierarchy 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 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 credit enhancements (e.g., collateral). 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~~six months ended ~~September~~June 30, ~~2019~~2020 or ~~2018.~~2019. At ~~September~~June 30, ~~2019,~~2020, and December 31, ~~2018,~~2019, 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~~June 30, ~~2019~~,2020, and December 31, ~~2018:~~2019:


		June 30, 2020															December 31, 2019
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Assets:
Ameren Missouri
	Derivative assets – commodity contracts:
	Fuel oils	$	—	$	—	$	3	$	3		$	—	$	—	$	6	$	6
	Natural gas	—		1		—		1			—		—		—		—
	Power	2		—		17		19			—		2		14		16
	Uranium	—		—		1		1			—		—		—		—
	Total derivative assets – commodity contracts	$	2	$	1	$	21	$	24		$	—	$	2	$	20	$	22
	Nuclear decommissioning trust fund:

	Equity securities:
	U.S. large capitalization	$	556	$	—	$	—	$	556		$	569	$	—	$	—	$	569
	Debt securities:
	U.S. Treasury and agency securities	—		106		—		106			—		107		—		107
	Corporate bonds	—		116		—		116			—		93		—		93


	Other	—		72		—		72			—		73		—		73
	Total nuclear decommissioning trust fund	$	556	$	294	$	—	$	850	^(a)	$	569	$	273	$	—	$	842	^(a)
	Total Ameren Missouri	$	558	$	295	$	21	$	874		$	569	$	275	$	20	$	864
Ameren Illinois
	Derivative assets – commodity contracts:
	Natural gas	$	—	$	2	$	3	$	5		$	—	$	1	$	3	$	4


Ameren
	Derivative assets – commodity contracts^(b)	$	2	$	3	$	24	$	29		$	—	$	3	$	23	$	26
	Nuclear decommissioning trust fund^(c)	556		294		—		850		^(a)	569		273		—		842		^(a)
	Total Ameren	$	558	$	297	$	24	$	879		$	569	$	276	$	23	$	868
Liabilities:
Ameren Missouri
	Derivative liabilities – commodity contracts:
	Fuel oils	$	14	$	—	$	9	$	23		$	1	$	—	$	6	$	7
	Natural gas	—		2		—		2			—		2		—		2
	Power	3		—		1		4			—		2		1		3
	Uranium	—		—		—		—			—		—		1		1
	Total Ameren Missouri	$	17	$	2	$	10	$	29		$	1	$	4	$	8	$	13
Ameren Illinois
	Derivative liabilities – commodity contracts:
	Natural gas	$	1	$	9	$	3	$	13		$	3	$	12	$	3	$	18
	Power	—		—		229		229			—		—		224		224
	Total Ameren Illinois	$	1	$	9	$	232	$	242		$	3	$	12	$	227	$	242
Ameren
	Derivative liabilities – commodity contracts^(b)	$	18	$	11	$	242	$	271		$	4	$	16	$	235	$	255

(a)Balance excludes $4 million and $5 million of cash and cash equivalents, receivables, payables, and accrued income, net, for June 30, 2020, and December 31, 2019, respectively.

(b)See the Ameren Missouri and Ameren Illinois sections of the table for a breakout of the fair value of Ameren’s derivative assets and liabilities by type of commodity.

September 30, 2019 December 31, 2018
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets:
Ameren

Derivative assets – commodity contracts^(a):

Fuel oils $ —
$ —
$ 6
$ 6
$ 1
$ —
$ 7
$ 8

Natural gas —
—
3
3
—
2
1
3

Power 1
—
11
12
—
1
3
4

Total derivative assets – commodity contracts $ 1
$ —
$ 20
$ 21
$ 1
$ 3
$ 11
$ 15

Nuclear decommissioning trust fund:
Equity securities:
U.S. large capitalization $ 518
$ —
$ —
$ 518
$ 427
$ —
$ —
$ 427

Debt securities:
U.S. Treasury and agency securities —
136
—
136
—
148
—
148

Corporate bonds —
86
—
86
—
72
—
72

Other —
50
—
50
—
32
—
32

Total nuclear decommissioning trust fund $ 518
$ 272
$ —
$ 790
^(b)
$ 427
$ 252
$ —
$ 679
^(b)
Total Ameren $ 519
$ 272
$ 20
$ 811
$ 428
$ 255
$ 11
$ 694

Ameren Missouri

Derivative assets – commodity contracts^(a):

Fuel oils $ —
$ —
$ 6
$ 6
$ 1
$ —
$ 7
$ 8

Power 1
—
11
12
—
1
3
4

Total derivative assets – commodity contracts $ 1
$ —
$ 17
$ 18
$ 1
$ 1
$ 10
$ 12

Nuclear decommissioning trust fund:
Equity securities:
U.S. large capitalization $ 518
$ —
$ —
$ 518
$ 427
$ —
$ —
$ 427

Debt securities:
U.S. Treasury and agency securities —
136
—
136
—
148
—
148

Corporate bonds —
86
—
86
—
72
—
72

Other —
50
—
50
—
32
—
32

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):

Natural gas $ —
$ —
$ 3
$ 3
$ —
$ 2
$ 1
$ 3

Liabilities:
Ameren

Derivative liabilities – commodity contracts^(a):

Fuel oils $ 4
$ —
$ 8
$ 12
$ 2
$ —
$ 11
$ 13

Natural gas 2
17
4
23
—
15
4
19

Power —
1
207
208
—
1
186
187

Total Ameren $ 6
$ 18
$ 219
$ 243
$ 2
$ 16
$ 201
$ 219

(c)See the Ameren Missouri section of the table for a breakout of the fair value of Ameren's nuclear decommissioning trust fund by investment type.

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

Level 3 fuel oils, ~~and~~ natural gas and uranium derivative contract assets and liabilities measured at fair value on a recurring basis were immaterial for all periods presented. The following table presents the fair value reconciliation of Level 3 power derivative contract assets and liabilities measured at fair value on a recurring basis for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018:~~2019:

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.~~


	2020										2019
	Ameren Missouri		Ameren Illinois		Ameren		Ameren Missouri		Ameren Illinois		Ameren
For the three months ended June 30:
Beginning balance at April 1	$	17	$	(241)	$	(224)	$	—	$	(184)	$	(184)
Realized and unrealized gains/(losses) included in regulatory assets/liabilities	9		7		16		16		(11)		5


Settlements	(10)		5		(5)		(1)		4		3


Ending balance at June 30	$	16	$	(229)	$	(213)	$	15	$	(191)	$	(176)
Change in unrealized gains/(losses) related to assets/liabilities held at June 30	$	8	$	7	$	15	$	16	$	(11)	$	5
For the six months ended June 30:
Beginning balance at January 1	$	13	$	(224)	$	(211)	$	—	$	(183)	$	(183)
Realized and unrealized gains/(losses) included in regulatory assets/liabilities	20		(14)		6		16		(15)		1


Settlements	(17)		9		(8)		(1)		7		6


Ending balance at June 30	16		(229)		(213)		15		(191)		(176)
Change in unrealized gains/(losses) related to assets/liabilities held at June 30	$	12	$	(13)	$	(1)	$	16	$	(15)	$	1

All gains or losses related to our Level 3 derivative commodity contracts are expected to be recovered or returned through customer rates; therefore, there is no impact to either net income or other comprehensive income resulting from changes in the fair value of these instruments.

The following table describes the valuation techniques and significant unobservable inputs utilized for the fair value of our Level 3 power derivative contract assets and liabilities as of ~~September~~June 30, ~~2019,~~2020, and December 31, ~~2018:~~2019:


			Fair Value							Weighted Average^(b)
	Commodity		Assets		Liabilities	Valuation Technique(s)	Unobservable Input^(a)	Range









2020	Power^(c)	$	17	$	(230)	Discounted cash flow	Average forward peak and off-peak pricing – forwards/swaps ($/MWh)	22 – 35	26

							Nodal basis ($/MWh)	(6) – 0	(2)


							Trend rate (%)	3 – 4	3








































2019	Power^(d)	$	14	$	(225)	Discounted cash flow	Average forward peak and off-peak pricing – forwards/swaps ($/MWh)	22 – 34	25

							Nodal basis ($/MWh)	(6) – 0	(2)


							Trend rate (%)	(1) – 0	0

(a)Generally, significant increases (decreases) in these inputs in isolation would result in a significantly higher (lower) fair value measurement.

(b)Unobservable inputs were weighted by relative fair value.

(c)Valuations through 2029 use visible forward prices adjusted for nodal-to-hub basis differentials. Valuations beyond 2029 use a trend rate factor and are similarly adjusted for nodal-to-hub basis differentials.

(d)Valuations through 2028 use visible forward prices adjusted for nodal-to-hub basis differentials. Valuations beyond 2028 use a trend rate factor and are similarly adjusted for nodal-to-hub basis differentials.

Fair Value^(a)
Weighted Average
Commodity Assets Liabilities Valuation Technique(s) Unobservable Input Range
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.~~


~~(d)~~	Power valuations use visible third-party pricing evaluated by month for peak and off-peak demand through 2022. Valuations beyond 2022 use fundamentally modeled pricing by month for peak and off-peak demand.

The following table sets forth the carrying amount and, by level within the fair value hierarchy, the ~~carrying amount and~~ fair value of financial assets and liabilities disclosed, but not ~~carried,~~recorded, at fair value as of ~~September~~June 30, ~~2019,~~2020, and December 31, ~~2018:~~2019:


	Carrying Amount			Fair Value
						Level 1			Level 2			Level 3			Total
	June 30, 2020
Ameren:
Cash, cash equivalents, and restricted cash	$	163		$	163		$	—		$	—		$	163
Investments in industrial development revenue bonds^(a)	263			—			263			—			263
Short-term debt	120			—			120			—			120
Long-term debt (including current portion)^(a)	10,528		^(b)	—			11,747			510		^(c)	12,257
Ameren Missouri:
Cash, cash equivalents, and restricted cash	$	11		$	11		$	—		$	—		$	11

Investments in industrial development revenue bonds^(a)	263			—			263			—			263
Short-term debt	79			—			79			—			79
Long-term debt (including current portion)^(a)	4,567		^(b)	—			5,258			—			5,258
Ameren Illinois:
Cash, cash equivalents, and restricted cash	$	142		$	142		$	—		$	—		$	142
Short-term debt	41			—			41			—			41

Long-term debt (including current portion)	3,576		^(b)	—			4,369			—			4,369
	December 31, 2019
Ameren:
Cash, cash equivalents, and restricted cash	$	176		$	176		$	—		$	—		$	176
Investments in industrial development revenue bonds^(a)	263			—			263			—			263
Short-term debt	440			—			440			—			440
Long-term debt (including current portion)^(a)	9,357		^(b)	—			9,957			484		^(c)	10,441
Ameren Missouri:
Cash, cash equivalents, and restricted cash	$	39		$	39		$	—		$	—		$	39
Investments in industrial development revenue bonds^(a)	263			—			263			—			263
Short-term debt	234			—			234			—			234
Long-term debt (including current portion)^(a)	4,190		^(b)	—			4,772			—			4,772
Ameren Illinois:
Cash, cash equivalents, and restricted cash	$	125		$	125		$	—		$	—		$	125
Short-term debt	53			—			53			—			53
Long-term debt (including current portion)	3,575		^(b)	—			4,019			—			4,019

(a)Ameren and Ameren Missouri have investments in industrial development revenue bonds, classified as held-to-maturity and recorded in “Other Assets,” that are equal to the finance obligations for the Peno Creek and Audrain CT energy centers. As of June 30, 2020, and December 31, 2019, the carrying amount of both the investments in industrial development revenue bonds and the finance obligations approximated fair value.

(b)Included unamortized debt issuance costs, which were excluded from the fair value measurement, of $78 million, $32 million, and $33 million for Ameren, Ameren Missouri, and Ameren Illinois, respectively, as of June 30, 2020. Included unamortized debt issuance costs, which were excluded from the fair value measurement, of $72 million, $30 million, and $34 million for Ameren, Ameren Missouri, and Ameren Illinois, respectively, as of December 31, 2019.

(c)The Level 3 fair value amount consists of ATXI’s senior unsecured notes.

~~(d)~~

~~Electric and natural gas revenue changes are offset~~Total by ~~corresponding changes in “Fuel,” “Purchased power,” and “Natural gas purchased for resale” on the statement of income, resulting in no change to electric and natural gas margins.~~Segment

Increase (Decrease) by Segment

~~(e)~~

Offsetting increases or decreases to expenses are reflected in “Operating Expenses – Other operations and maintenance” or in “Operating Expenses – Taxes other than income taxes” on the statement

Overall Ameren Increase of ~~income. These items have no overall impact on earnings.~~$2 Million (QTD YoY)

Overall Ameren Increase of $2 Million (YTD YoY)

Ameren Missouri

Ameren Illinois Natural Gas

The following tables present the favorable (unfavorable) variations by Ameren segment for electric and natural gas margins for the three and six months ended June 30, 2020, compared with the year-ago periods.



Three Months	Ameren Missouri		Ameren Illinois Electric Distribution		Ameren Illinois Natural Gas		Ameren Transmission^(a)		Other /Intersegment Eliminations		Ameren
Electric revenue change:
Effect of weather (estimate)^(b)	$	21	$	—	$	—	$	—	$	—	$	21
Base rates (estimate)^(c)	(18)		(7)		—		27		—		2

Sales volumes and changes in customer usage patterns (excluding the estimated effects of weather and MEEIA)	(25)		—		—		—		—		(25)

Off-system sales	21		—		—		—		—		21
Energy-efficiency program investments	—		3		—		—		—		3
Other	(5)		—		—		—		1		(4)
Cost recovery mechanisms – offset in fuel and purchased power^(d)	2		(3)		—		—		—		(1)
Other cost recovery mechanisms^(e)	2		—		—		—		—		2
Total electric revenue change	$	(2)	$	(7)	$	—	$	27	$	1	$	19
Fuel and purchased power change:
Energy costs (excluding the estimated effect of weather)	$	(15)	$	—	$	—	$	—	$	—	$	(15)
Effect of weather (estimate)^(b)	(4)		—		—		—		—		(4)
Effect of lower net energy costs included in base rates	29								—		29
Transmission services charges	(1)		—		—		—		—		(1)
Other	(1)		1		—		—		—		—
Cost recovery mechanisms – offset in electric revenue^(d)	(2)		3		—		—		—		1
Total fuel and purchased power change	$	6	$	4	$	—	$	—	$	—	$	10
Net change in electric margins	$	4	$	(3)	$	—	$	27	$	1	$	29
Natural gas revenue change:
Effect of weather (estimate)^(b)	$	—	$	—	$	—	$	—	$	—	$	—

Change in rate design	(1)		—		—		—		—		(1)
QIP rider	—		—		5		—		—		5

Other	(1)		—		(1)		—		—		(2)
Cost recovery mechanisms – offset in natural gas purchased for resale^(d)	(2)		—		—		—		—		(2)
Other cost recovery mechanisms^(e)	—		—		—		—		—		—
Total natural gas revenue change	$	(4)	$	—	$	4	$	—	$	—	$	—
Natural gas purchased for resale change:
Effect of weather (estimate)^(b)	$	—	$	—	$	—	$	—	$	—	$	—
Cost recovery mechanisms – offset in natural gas revenue^(d)	2		—		—		—		—		2
Total natural gas purchased for resale change	$	2	$	—	$	—	$	—	$	—	$	2
Net change in natural gas margins	$	(2)	$	—	$	4	$	—	$	—	$	2



Six Months	Ameren Missouri		Ameren Illinois Electric Distribution		Ameren Illinois Natural Gas		Ameren Transmission^(a)		Other /Intersegment Eliminations		Ameren
Electric revenue change:
Effect of weather (estimate)^(b)	$	(6)	$	—	$	—	$	—	$	—	$	(6)
Base rates (estimate)^(c)	(18)		4		—		36		—		22

Sales volumes and changes in customer usage patterns (excluding the estimated effects of weather and MEEIA)	(24)		—		—		—		—		(24)
MEEIA 2013 and MEEIA 2016 performance incentives	(20)		—		—		—		—		(20)
Off-system sales	(1)		—		—		—		—		(1)
Energy-efficiency program investments	—		6		—		—		—		6
Other	(4)		(1)		—		—		—		(5)
Cost recovery mechanisms – offset in fuel and purchased power^(d)	(1)		(12)		—		—		—		(13)
Other cost recovery mechanisms^(e)	(1)		(1)		—		—		—		(2)
Total electric revenue change	$	(75)	$	(4)	$	—	$	36	$	—	$	(43)
Fuel and purchased power change:
Energy costs (excluding the estimated effect of weather)	$	9	$	—	$	—	$	—	$	—	$	9
Effect of weather (estimate)^(b)	4		—		—		—		—		4
Effect of lower net energy costs included in base rates	29		—		—		—		—		29
Transmission services charges	(3)		—		—		—		—		(3)
Other	(2)		2		—		—		—		—
Cost recovery mechanisms – offset in electric revenue^(d)	1		12		—		—		—		13
Total fuel and purchased power change	$	38	$	14	$	—	$	—	$	—	$	52
Net change in electric margins	$	(37)	$	10	$	—	$	36	$	—	$	9
Natural gas revenue change:
Effect of weather (estimate)^(b)	$	(1)	$	—	$	—	$	—	$	—	$	(1)

Change in rate design	3		—		—		—		—		3
QIP rider	—		—		10		—		—		10

Other	—		—		(2)		—		—		(2)
Cost recovery mechanisms – offset in natural gas purchased for resale^(d)	(11)		—		(45)		—		—		(56)
Other cost recovery mechanisms^(e)	—		—		(8)		—		—		(8)
Total natural gas revenue change	$	(9)	$	—	$	(45)	$	—	$	—	$	(54)
Natural gas purchased for resale change:
Effect of weather (estimate)^(b)	$	—	$	—	$	—	$	—	$	—	$	—
Cost recovery mechanisms – offset in natural gas revenue^(d)	11		—		45		—		—		56
Total natural gas purchased for resale change	$	11	$	—	$	45	$	—	$	—	$	56
Net change in natural gas margins	$	2	$	—	$	—	$	—	$	—	$	2

(a)Includes an increase in transmission margins of $21 million and $25 million at Ameren Illinois for the three and six months ended June 30, 2020, compared with the year-ago periods.

(b)Represents the estimated variation resulting primarily from changes in cooling and heating degree-days on electric and natural gas demand compared with the year-ago periods; this variation is based on temperature readings from the National Oceanic and Atmospheric Administration weather stations at local airports in our service territories.

(c)For Ameren Illinois Electric Distribution and Ameren Transmission, base rates include increases or decreases to operating revenues related to the revenue requirement reconciliation adjustment under formula rates. For Ameren Missouri, base rates exclude an increase of $12 million for the recovery of lost electric margins for the three and six months ended June 30, 2020, compared with the year-ago periods, resulting from the MEEIA 2016 and 2019 customer energy-efficiency programs. This amount is included in the “sales volumes and changes in customer usage patterns (excluding the estimated effects of weather and MEEIA)” line item.

(d)Electric and natural gas revenue changes are offset by corresponding changes in “Fuel,” “Purchased power,” and “Natural gas purchased for resale” on the statement of income, resulting in no change to electric and natural gas margins.

(e)Offsetting expense increases or decreases are reflected in “Other operations and maintenance,” “Depreciation and amortization,” or in “Taxes other than income taxes,” within the “Operating Expenses” section of the statement of income. These items have no overall impact on earnings.

Ameren

Ameren’s electric margins increased $7$29 million, or 1%3%, for the three months ended ~~September~~June 30, ~~2019,~~2020, compared with the year-ago period, primarily because of increased margins at Ameren Transmission. Ameren’s electric margins increased $9 million, or less than 1%, for the six months ended June 30, 2020, compared with the year-ago period, primarily because of increased margins at Ameren Transmission ~~as discussed below. Ameren’s electric margins decreased $87 million, or 3%, for the nine months ended September 30, 2019, compared with the year-ago period, primarily because of~~and Ameren Illinois Electric Distribution, partially offset by decreased margins at Ameren Missouri, ~~partially offset by increased margins at Ameren Transmission,~~ as discussed below.

Ameren’s natural gas margins ~~decreased $4 million, or 4%, and increased $19 million, or 5%, for the three and nine months ended September 30, 2019, respectively, compared with the year-ago~~were comparable between periods, ~~because of margin changes at Ameren Illinois Natural Gas,~~ as discussed below.

Ameren Transmission

Ameren Transmission’s margins increased ~~$15~~$27 million, or ~~13%~~25%, and ~~$31~~$36 million, or ~~10%~~16%, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, compared with the year-ago periods. Margins were favorably affected by increased capital investment, as evidenced by a ~~12%~~13% increase in rate base used to calculate the revenue requirement, and the result of a May 2020 FERC order, which increased the ROE related to the November 2013 complaint case, compared with the ROE set by a November 2019 FERC order, and dismissed the February 2015 complaint case. See Note 2 .– Rate and Regulatory Matters under Part I, Item 1, of this report for additional information regarding the FERC complaint cases.

Ameren Missouri

Ameren Missouri’s electric margins ~~were comparable between the three months ended September 30, 2019 and 2018. Ameren Missouri’s electric margins decreased $113~~increased $4 million, or 5%1%, and decreased $37 million, or 3%, for the ~~nine~~three and six months ended ~~September~~June 30, ~~2019,~~2020, respectively, compared with the year-ago ~~period.~~periods.

The following items had an unfavorable effect on Ameren Missouri’s electric margins for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared with the year-ago periods (except when a ~~specified~~specific period is referenced):

Cooling degree days were comparable between the three months ended September 30, 2019 and 2018, but decreased 10% for the nine months ended September 30, 2019. Winter temperatures were warmer as heating degree days decreased 4% for the nine months ended September 30, 2019. The aggregate effect of weather decreased margins an estimated $7 million and $85 million, respectively. The change in margins due to weather is the sum of the effect of weather (estimate) on electric revenues (-$8 million and -$100 million, respectively) and the effect of weather (estimate) on fuel and purchased power (+$1 million and +$15 million, respectively) in the table above.

~~The reduction of customer rates in accordance with the TCJA provisions in Missouri Senate Bill 564 decreased revenues an estimated $4 million and $39 million, respectively.~~

A reduction in power restoration assistance provided to other utilities and the associated recovery of labor and benefit costs for crews supporting those efforts decreased revenues $11 million for the nine months ended September 30, 2019.

•Excluding the estimated effects of weather and the MEEIA 2016 and 2019 customer energy-efficiency programs, electric revenues decreased an estimated $6$25 million ~~for the three months ended September 30, 2019,~~and $24 million, respectively. The decrease was primarily due to a decrease in sales volumes (-$17 million and -$18 million, respectively), which were unfavorably affected by the COVID-19 pandemic, and a decrease in the average retail price per kilowatthour due to changes in customer usage patterns ~~partially offset by increased sales volumes from growth.~~and shifts in commercial and industrial usage between rate classes (-$8 million and -$6 million, respectively). While the MEEIA 2016 and 2019 customer energy-efficiency programs reduced retail sales volumes, the recovery of lost electric margins under the MEEIA ensured that electric margins were not affected.

~~Increased transmission services charges resulting from cost-sharing by all MISO participants~~•The absence of ~~additional MISO-approved electric transmission investments made by other entities,~~revenues associated with MEEIA 2013 and 2016 performance incentives in 2020, which were recognized in the first quarter of 2019, decreased ~~margins $5~~revenues $20 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. See Note 2 – Rate and Regulatory Matters under Part I, Item 1 of this report for information regarding the MEEIA 2013 and MEEIA 2016 performance incentives.

The following items had a favorable effect on Ameren Missouri’s electric margins for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared with the year-ago periods (except when a ~~specified~~specific period is referenced):

•Summer temperatures were warmer as cooling degree days increased 5% and spring temperatures were colder as heating degree days increased 48% for the three months ended June 30, 2020. The MEEIA 2013 and MEEIA 2016 performance incentives increased revenues $18 million and $33 million, respectively. See Note 2 – Rate and Regulatory Matters under Part I, Item 1 of this report for information regarding the MEEIA 2013 and MEEIA 2016 performance incentives.

~~Excluding the estimated effects~~aggregate effect of weather increased margins an estimated $17 million. The change in margins due to weather is the sum of the effect of weather (estimate) on electric revenues (+$21 million) and the ~~MEEIA 2016~~effect of weather (estimate) on fuel and ~~2019 customer energy-efficiency programs,~~purchased power (-$4 million) in the table above.

•Lower net energy costs included in base rates partially offset by lower electric ~~revenues~~base rates as a result of the March 2020 electric rate order (effective April 1st) increased ~~an estimated $7~~margins $11 million for the ~~nine~~three months ended ~~September~~June 30, ~~2019, primarily due to an increase~~2020. The change in electric base rates is the sum of the change in base rates (estimate) (-$18 million) and the effect of lower net energy costs included in base rates (+$29 million) in the average retail price per kilowatthour due to changes in customer usage patterns and increased sales volumes from growth. While the MEEIA 2016 and 2019 customer energy-efficiency programs reduced retail sales volumes, the recovery of lost electric margins ensured that electric margins were not affected.table above.

•Net energy costs increased margins $2$6 million and $3$8 million, ~~respectively.~~respectively, as a result of decreased sales volumes, which were reduced by the COVID-19 pandemic. The change in net energy costs is the sum of the effect of ~~the~~revenue change in off-system sales (-(+$5021 million and -$~~101~~1 million, respectively), and the effect of the change in energy costs (+(-$5215 million and ~~+$104~~$9 million, respectively) in the table above.

Ameren Missouri’s natural gas margins were comparable between ~~the three and nine months ended September 30, 2019 and 2018.~~

periods.

Ameren Illinois

Ameren Illinois’ electric margins increased $8$18 million, or 2%5%, and ~~$22~~$35 million, or 2%5%, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, compared with the year-ago periods, driven by increased margins at Ameren Illinois ~~Transmission.~~Transmission in both periods and increased margins at Ameren Illinois Electric Distribution in the six months ended June 30, 2020. Ameren Illinois Natural Gas’ margins ~~decreased~~increased $4 million, or 4%, ~~and increased $19 million, or 5%,~~ for the three ~~and nine~~ months ended ~~September~~June 30, ~~2019, respectively,~~2020, compared with the year-ago ~~periods.~~period. Ameren Illinois Natural Gas’ margins were comparable between the six months ended June 30, 2020 and 2019.

Ameren Illinois Electric Distribution

Ameren Illinois Electric Distribution’s margins ~~were comparable between the three~~decreased $3 million, or 1%, and ~~nine months ended September 30, 2019 and 2018. Ameren Illinois Electric Distribution’s revenues~~ increased $4$10 million, ~~and $11 million~~or 2%, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, compared with the year-ago ~~periods, due to recovery of return on and amortization of increased energy-efficiency program investments pursuant to the FEJA.~~ periods.

The following items had ~~an unfavorable~~a favorable effect on Ameren Illinois Electric Distribution’s margins for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared with the year-ago periods (except when a ~~specified~~specific period is referenced):

~~Revenues decreased~~•Margins increased due to ~~lower recognized return on equity (-~~higher recoverable non-purchased power expenses (+$~~4 million~~9 million) and ~~-$8 million, respectively,~~increased capital investment (+$5 million), as evidenced by a 7% increase in rate base, partially offset by a lower recognized ROE (-$10 million), as evidenced by a decrease of ~~nearly 60~~118 basis points in the estimated annual average of the monthly yields of the 30-year United States Treasury ~~bonds)~~bonds under formula ratemaking for the six months ended June 30, 2020. The sum of these changes collectively increased margins $4 million for the six months ended June 30, 2020.

•Revenues increased $3 million and ~~lower recoverable expenses (-$3~~$6 million, respectively, due to increased energy-efficiency program investments under formula ratemaking.

Ameren Illinois Electric Distribution’s margins decreased for the three months ended ~~September~~June 30, ~~2019)~~2020, compared with the year-ago period due to lower recoverable non-purchased power expenses (-$5 million) and a lower recognized ROE (-$4 million), partially offset by ~~an increase in return on rate base~~increased capital investment (+$~~1 million and +$6 million, respectively)~~2 million) under performance-based formula ~~ratemaking pursuant to the IEIMA.~~ratemaking. The sum of these changes collectively decreased margins ~~$6 million and $2 million, respectively.~~

A reduction in power restoration assistance provided to other utilities and the associated recovery of labor and benefit costs for crews supporting those efforts decreased revenues $9 million for the nine months ended September 30, 2019.$7 million.

Ameren Illinois Natural Gas

Ameren Illinois Natural Gas’ margins ~~decreased~~increased $4 million, or 4%, ~~and increased $19 million, or 5%,~~ for the three ~~and nine~~ months ended ~~September~~June 30, ~~2019, respectively,~~2020, compared with the year-ago periods. The following items had a favorable effect on Ameren Illinois Natural Gas’ margins for the three and nine months ended September 30, 2019, compared with the year-ago periods (except when a specified period is referenced):

period. Revenues increased ~~$8 million for the nine months ended September 30, 2019,~~from QIP recoveries due to ~~higher~~additional investment in qualified natural gas ~~base rates as a result of the November 2018 natural gas rate order.~~

A software licensing agreement with Ameren Missouri increased revenues $5 million for both periods. See Note 8 – Related-party Transactions under Part I, Item 1, of this report for additional information.


•	~~Revenues from QIP recoveries, which increased margins $2 millionand$4 million, respectively, due to additional investment in qualified natural gas infrastructure.~~

infrastructure. Ameren Illinois Natural Gas’ margins were ~~unfavorably affected by~~comparable between the ~~implementation of a change in rate design, which decreased margins $8 million for the three~~six months ended ~~September~~June 30, 2019, compared with the year-ago period. Pursuant to the ICC’s November 2018 natural gas order, this change in rate design concentrates more revenues in the winter heating season due to an increase in volumetric rates2020 and a decrease in fixed customer rates. The VBA ensures recoverability of the natural gas distribution service revenue requirement for residential and small nonresidential customers that is dependent on sales volumes. As such, the change is not expected to materially affect year-over-year earnings.2019.

Ameren Illinois Transmission

Ameren Illinois Transmission’s margins increased ~~$10~~$21 million, or ~~14%~~32%, and ~~$22~~$25 million, or ~~11%~~18%, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, compared with the year-ago periods. Margins were favorably affected by increased capital investment, as evidenced by a ~~17%~~19% increase in rate base used to calculate the revenue ~~requirement.~~requirement, and the result of a May 2020 FERC order, which increased the ROE related to the November 2013 complaint case, compared with the ROE set by a November 2019 FERC order, and dismissed the February 2015 complaint case. See Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report for additional information regarding the FERC complaint cases.

Other Operations and Maintenance Expenses

Total by Segment^(a)

Increase (Decrease) by Segment

Overall Ameren Decrease of $66 Million (QTD YoY)

Overall Ameren Decrease of $45 Million (YTD YoY)

(a)Includes other/intersegment eliminations of $(3) million and $(3) million in the three months ended June 30, 2020,and 2019, respectively. Also includes other/intersegment eliminations of $(5) million and $(3) million in the six months ended June 30, 2020,and 2019, respectively.

Ameren Missouri

Ameren Illinois Natural Gas

Other/Intersegment Eliminations

Ameren Illinois Electric Distribution

Ameren Transmission

Ameren

Other operations and maintenance expenses ~~were $5~~decreased $66 million and $2$45 million ~~higher~~ in the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, compared with the year-ago periods, due to changes discussed below.

Ameren Transmission

Other operations and maintenance expenses were comparable between the three months ended September 30, 2019 and 2018. Other operations and maintenance expenses were $4 million lower in the nine months ended September 30, 2019, compared with the year-ago period, primarily due to decreased transmission system maintenance expenditures at Ameren Illinois Transmission.periods.

Ameren Missouri

Other operations and maintenance expenses ~~increased $8~~decreased $52 million and $37 million in the three and six months ended ~~September~~June 30, ~~2019,~~2020, respectively, compared with the year-ago period, primarily because of a decrease in the cash surrender value of company-owned life insurance and increased employee benefit costs. Other operations and maintenance expenses increased $13 million in the nine months ended September 30, 2019, compared with the year-ago period.periods. The following items ~~increased~~decreased other operations and maintenance expenses ~~for~~in the ~~nine~~three and six months ended ~~September~~June 30, ~~2019,~~2020, compared with the year-ago ~~period:~~periods (except where a specific period is referenced):

•Callaway Energy ~~center~~Center refueling operations and maintenance costs ~~increased $28~~decreased $25 million and $32 million, respectively, primarily ~~due to~~because of the ~~Callaway energy center~~ refueling and maintenance outage that was completed in May 2019. The ~~previous Callaway energy center~~2019 outage costs were expensed as incurred. Costs for the current year’s fall refueling and maintenance outage ~~took place in~~are deferred as a regulatory asset pursuant to the ~~fourth quarter of 2017.~~February 2020 MoPSC order.

~~Employee benefit~~•Non-Callaway Energy Center maintenance costs ~~increased $5~~decreased $13 million and $15 million, respectively, primarily due to ~~higher medical costs.~~

~~The following items partially offset the above increases in other operations and~~lower electric system infrastructure maintenance expenses ~~for~~as a result of decreased system load, disciplined cost management, and the ~~nine months ended September 30, 2019, compared with the year-ago period:~~deferral of projects to future periods.

~~Power restoration assistance provided to other utilities decreased $11 million.~~

•The cash surrender value of company-owned life insurance increased ~~$7 million.~~$6 million in the three months ended June 30, 2020, because of increased favorable market returns in the current-year period compared with the year-ago period.

~~MEEIA customer energy-efficiency program~~•Transmission and distribution expenditures decreased $6 million and $5 million, respectively, primarily due to storms in the second quarter of 2019.

•Amortization of solar rebate costs decreased $4 million in both periods as a result of the March 2020 MoPSC electric rate order.

The following items partially offset the above decreases in other operations and maintenance expenses in the three and six months ended June 30, 2020, compared with the year-ago periods (except where a specific period is referenced):

•The cash surrender value of company-owned life insurance decreased $9 million in the six months ended June 30, 2020, because of ~~higher participation~~favorable market returns in the ~~MEEIA 2016 programs~~year-ago period.

•Customer energy-efficiency program costs increased $5 million in ~~2018, compared with~~the three months ended June 30, 2020, because of lower participation in the MEEIA 2019 ~~programs.~~programs in the second quarter of 2019 as programs had just begun.

•Technology-related expenditures increased $5 million in the six months ended June 30, 2020, primarily due to costs associated with the implementation of cloud computing technology.

Ameren Illinois

Other operations and maintenance expenses ~~were comparable between~~decreased $14 million and $6 million in the three and six months ended ~~September~~June 30, ~~2019 and 2018.~~2020, respectively, compared with the year-ago periods, as discussed below. Other operations and maintenance expenses were ~~$10 million lower in the nine months ended September 30, 2019, compared with the year-ago period, as discussed below.~~comparable between periods at Ameren Illinois Transmission.

Ameren Illinois Electric Distribution

Other operations and maintenance expenses ~~were comparable between~~decreased $8 million in the three months ended ~~September~~June 30, ~~2019 and 2018. Other operations and maintenance expenses were $7 million lower in the nine months ended September 30, 2019,~~2020, compared with the year-ago period, primarily due to ~~a $9 million reduction in power restoration assistance provided to other utilities and~~ a $3 million increase in the cash surrender value of company-owned life ~~insurance.~~insurance, resulting from increased favorable market returns in the current-year period compared with the year-ago period, and a $2 million decrease in labor and benefit costs, primarily due to lower medical costs. Additionally, meter reading costs decreased by $2 million due to increased automated meter deployment. Other operations and maintenance expenses ~~decreased~~increased $3 million in the six months ended June 30, 2020, compared with the year-ago period, primarily due to a $4 million ~~reduction~~decrease in ~~bad debt costs pursuant to regulatory recovery mechanisms. These decreases were partially offset by~~the cash surrender value of company-owned life insurance because of favorable market returns in the year-ago period and a $7$4 million increase in amortization of regulatory assets associated with ~~the FEJA~~ energy-efficiency program ~~investments.~~investments under performance-based formula ratemaking. These increases were partially offset by a $3 million decrease in meter reading costs and a $2 million decrease in injury claims.

Ameren Illinois Natural Gas

Other operations and maintenance expenses decreased $4$7 million in the three months ended ~~September~~June 30, ~~2019,~~2020, compared with the year-ago period, primarily due to a ~~reduction~~$2 million increase in ~~energy efficiency~~the cash surrender value of company-owned life insurance because of increased favorable market returns in the current-year period compared with the year-ago period, and insignificant decreases in various other operations and maintenance expenses, including reductions in medical benefit costs, meter reading costs, and energy-efficiency rider costs. Other operations and maintenance expenses ~~were comparable between~~decreased $9 million in the ~~nine~~six months ended ~~September~~June 30, ~~2019 and 2018.~~

~~Ameren Illinois Transmission~~

Other operations and maintenance expenses were comparable between the three months ended September 30, 2019 and 2018. Other operations and maintenance expenses were $3 million lower in the nine months ended September 30, 2019,2020, compared with the year-ago period, primarily due to ~~decreased transmission system maintenance expenditures.~~a $5 million reduction in energy-efficiency and environmental remediation rider costs and a $3 million reduction in meter reading costs due to increased automated meter deployment.

Depreciation and Amortization Expenses

Total by Segment^(a)

Increase (Decrease) by Segment

Overall Ameren Increase of $22 Million (QTD YoY)

Overall Ameren Increase of $29 Million (YTD YoY)

(a)Includes other/intersegment eliminations of $2 million and $2 million in the three months ended June 30, 2020,and 2019, respectively. Also includes other/intersegment eliminations of $2 million and $2 million in the six months ended June 30, 2020,and 2019, respectively.

Ameren Missouri

Ameren Illinois Natural Gas

Other/Intersegment Eliminations

Ameren Illinois Electric Distribution

Ameren Transmission

Depreciation and amortization expenses increased $7$22 million, $16 million, and $8$6 million in the three months ended ~~September~~June 30, ~~2019,~~2020, and ~~$32~~$29 million, $15 million, and ~~$26~~$12 million in the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020 compared with the year-ago periods, at Ameren, Ameren Missouri, and Ameren Illinois, respectively, primarily because of additional property, plant, and equipment investments across their respective segments. ~~Depreciation~~Ameren’s and amortization expenses were comparable at Ameren Missouri in the three months ended September 30, 2019, with the year-ago period. Depreciation and amortization expenses increased $6 million at Ameren Missouri in the nine months ended September 30, 2019, compared

~~with the year-ago period, primarily because of additional property, plant, and equipment investments.~~ Ameren Missouri’s depreciation and amortization expenses include a ~~reduction for the~~deferral to a regulatory ~~deferral~~asset of depreciation and amortization expenses pursuant to the PISA. As a result of the March 2020 MoPSC electric rate order, the deferral to a regulatory asset of depreciation and amortization expenses related to PISA-eligible assets placed in-service through December 31, 2019, ceased as of April 1, 2020, as the associated depreciation and amortization expenses were then reflected in customer rates. The PISA deferral of $7depreciation and amortization expenses was $1 million and $4 million for the three months ended June 30, 2020 and 2019, respectively, and $14 million inand $7 million for the ~~three and nine~~six months ended ~~September~~June 30, 2020 and 2019, respectively.

Taxes Other Than Income Taxes

~~Taxes other than income taxes increased~~

Total by Segment^(a)

Increase (Decrease) by Segment

Overall Ameren Increase of $1 Million (QTD YoY)

Overall Ameren Change of

$— Million (YTD YoY)

(a)Includes $2 million, $1 million, $4 million, and $2 million at Ameren Transmission in the three months ended June 30, 2020, thethree months ended June 30, 2019, the six months ended June 30, 2020, and the six months ended June 30, 2019, respectively, and other/intersegment eliminations of $2 million, $2 million, $5 million, and $6 million, in the three months ended ~~September~~June 30, 2020, thethree months ended June 30, 2019, the six months ended June 30, 2020, and the six months ended June 30, 2019, respectively.

Ameren Missouri

Ameren Illinois Natural Gas

Other/Intersegment Eliminations

Ameren Illinois Electric Distribution

Ameren Transmission

Taxes other than income taxes were comparable between periods at Ameren, Ameren Missouri, Ameren Illinois, and their respective segments.

Other Income, Net

Total by Segment

Increase (Decrease) by Segment

Overall Ameren Increase of $12 Million (QTD YoY)

Overall Ameren Increase of $4 Million (YTD YoY)

Ameren Missouri

Ameren Illinois Natural Gas

Other/Intersegment Eliminations

Ameren Illinois Electric Distribution

Ameren Transmission

Other income, net, increased $12 million in the three months ended June 30, 2020, compared with the year-ago period, primarily due to ana $9 million increase in property taxes at Ameren Missouri due to higher assessed values. The increase was partially offset by a decrease in excise taxes at Ameren Missouri as a result of reduced sales, primarily driven by mild summer temperatures. Taxes other than income taxes were comparable between the ~~nine months ended September 30, 2019 and 2018.~~

~~Other Income, Net~~

Other income, net, was comparable between the three months ended September 30, 2019 and 2018. Other income, net, increased $15 million in the nine months ended September 30, 2019, compared with the year-ago period. The non-service cost components of net periodic benefit income at Ameren Missouri, partially due to changes in the base level of pension and postretirement costs as a result of the March 2020 MoPSC electric rate order. Other income, net, increased $4 million in the six months ended June 30, 2020, compared with the year-ago period. An increase of $10 million in the non-service cost components of net periodic benefit income at Ameren Missouri was partially offset by a $7 million increase in donations, primarily due to charitable donations made pursuant to the March 2020 MoPSC electric rate order. Additionally, other income, net, increased due to insignificant activity across the other Ameren segments. See Note 2 – Rate and ~~$4 million~~Regulatory Matters under Part I, Item 1, of this report for additional information regarding the Ameren ~~Illinois Electric Distribution and activity not reported as part of a segment, respectively. Additionally, donations decreased $4 million for activity not reported as part of a segment.~~Missouri 2019 electric service regulatory rate review.

See Note 5 – Other Income, Net under Part I, Item 1, of this report for additional information. ~~See Note 11 – Retirement Benefits under Part I, Item 1, of this report for the non-service cost components of net periodic benefit income.~~

Interest Charges

Total by Segment

Increase (Decrease) by Segment

Overall Ameren Increase of $11 Million (QTD YoY)

Overall Ameren Increase of $7 Million (YTD YoY)

Ameren Missouri

Ameren Illinois Natural Gas

Other/Intersegment Eliminations

Ameren Illinois Electric Distribution

Ameren Transmission

Interest charges ~~decreased $5~~increased $11 million and ~~$12~~$7 million in the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, compared with the year-ago periods. ~~These decreases were~~Interest charges at Ameren and Ameren Missouri include a deferral to a regulatory asset of interest charges pursuant to the PISA. As a result of the March 2020 MoPSC electric rate order, the deferral to a regulatory asset of amounts related to PISA-eligible assets placed in-service through December 31, 2019, ceased as of April 1, 2020, as the return on those PISA assets was then reflected in customer rates. The PISA deferral of interest charges was less than $1 million and $3 million for the three months ended June 30, 2020 and 2019, respectively, and $9 million and $5 million for the six months ended June 30, 2020 and 2019, respectively. The increase in interest charges in the three months ended June 30, 2020, was primarily due to ~~decreased~~a long-term debt issuance at Ameren (parent) in April 2020 and the lower PISA deferral at Ameren Missouri. The increase in interest charges in the six months ended June 30, 2020, was primarily due to increased interest charges at Ameren ~~Missouri, which resulted~~(parent), resulting from ~~lower average interest rates on~~its April 2020 long-term debt and increased regulatory deferrals of interest expense pursuant to PISA of $4 million and $9 million in the three and nine months ended September 30, 2019, respectively. The decrease at Ameren Missouri in the nine months ended September 30, 2019, compared with the year-ago period, was partially offset by a $4 million increase for activity not reported as part of a segment, primarily because of a higher interest rate on an increased level of short-term borrowings at Ameren (parent).issuance.

Income Taxes

The following table presents effective income tax rates for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018:~~2019:


	Three Months^(a)						Six Months^(a)
	2020		2019		2020		2019
Ameren	17	%	18	%	15	%	15	%
Ameren Missouri	7	%	12	%	7	%	12	%
Ameren Illinois	26	%	23	%	25	%	24	%
Ameren Illinois Electric Distribution	25	%	21	%	24	%	22	%
Ameren Illinois Natural Gas	29	%	22	%	26	%	25	%
Ameren Illinois Transmission	27	%	26	%	26	%	25	%
Ameren Transmission	27	%	27	%	27	%	27	%

Three Months^(a)

Nine Months^(a)
2019 2018 2019 2018
Ameren 20 % 23 % 18 % 23 %
Ameren Missouri 14 % 18 % 13 % 21 %
Ameren Illinois 24 % 26 % 24 % 25 %
Ameren Illinois Electric Distribution 23 % 27 % 23 % 24 %
Ameren Illinois Natural Gas (b)
(b)
26 % 27 %
Ameren Illinois Transmission 24 % 22 % 25 % 24 %
Ameren Transmission 25 % 22 % 26 % 25 %
(a)Estimate of the annual effective income tax rate adjusted to reflect the tax effect of items discrete to the three and six months ended June 30, 2020 and 2019.


~~(a)~~	~~Estimate of the annual effective income tax rate adjusted to reflect the tax effect of items discrete to the three and nine months ended September 30, 2019 and 2018.~~


~~(b)~~	~~Not meaningful because of the insignificant amount of income before income taxes.~~

See Note 12 – Income Taxes under Part I, Item 1, of this report for a reconciliation of the federal statutory corporate income tax rate to the effective income tax rate for the Ameren Companies.

The effective income tax rate was ~~lower~~higher at Ameren Illinois Electric Distribution and Ameren Illinois Natural Gas in the three months ended ~~September~~June 30, ~~2019,~~2020, compared with the year-ago period, primarily because of ~~increased~~lower amortization of excess deferred taxes ~~higher~~and lower tax benefits from certain depreciation differences on property-related items largely attributable to the allowance for equity funds used during ~~construction, and the revaluation of certain deferred tax assets and liabilities for provisional amounts related to TCJA in 2018.~~construction. The effective income tax rate was higher at Ameren Illinois ~~Transmission~~Electric Distribution and Ameren ~~Transmission~~Illinois Natural Gas in the ~~three~~six months ended ~~September~~June 30, ~~2019,~~2020, compared with the year-ago period, primarily because of lower ~~current year tax benefits from certain depreciation differences on property-related items largely attributable to the allowance for equity funds used during construction.~~amortization of excess deferred taxes.

LIQUIDITY AND CAPITAL RESOURCES

Collections from our tariff-based revenues are our principal source of cash provided by operating activities. A diversified retail customer mix, primarily consisting of rate-regulated residential, commercial, and industrial customers, provides us with a reasonably predictable source

of cash. In addition to using cash provided by operating activities, we use available cash, ~~borrowings~~drawings under ~~the Credit Agreements,~~committed credit agreements, commercial paper issuances, and/or, in the case of Ameren Missouri and Ameren Illinois, ~~other~~ short-term affiliate borrowings to support normal operations and temporary capital requirements. We may reduce our short-term borrowings with cash provided by operations or, at our discretion, with long-term borrowings, or, in the case of Ameren Missouri and Ameren Illinois, with capital contributions from Ameren (parent). In the near term, our operating cash flows will decrease due to the reduction in the federal statutory income tax rate enacted under the TCJA. The decrease in operating cash flows results from reduced customer rates, reflecting the tax rate decrease, without a corresponding reduction in income tax payments until about 2020 because of our use of net operating losses and tax credit carryforwards. Additionally, operating cash flows will be further reduced by lower customer rates, resulting from the return of excess deferred taxes. Over time, the decrease in operating cash flows will be offset as temporary differences between book and taxable income reverse, and by increased customer rates due to higher rate base amounts resulting from lower accumulated deferred income tax liabilities. We expect to make significant capital expenditures over the next five years as we invest in our electric and natural gas utility infrastructure to support overall system reliability, grid modernization, renewable energy requirements, environmental compliance, and other improvements. As part of its plan to fund these cash flow requirements, Ameren is using newly issued shares of common stock, rather than market-purchased shares, to satisfy requirements under the DRPlus and employee benefit plans and expects to continue to do so through at least ~~2023.~~2024. Ameren expects these issuances to provide equity of about $100 million annually. Ameren also plans to issue incremental common equity to fund a portion of Ameren Missouri’s wind generation investments through the physical settlement of the forward sale agreement entered into in August 2019 relating to 7.5 million shares of common stock. Additionally, Ameren plans to issue incremental equity of about $150 million annually from 2021 to 2024. For additional information about the forward sale agreement, see Note 4 – Long-Term Debt and Equity Financings under Part I, Item 1, of this report. Ameren ~~Ameren Missouri, and Ameren Illinois expect their respective~~expects its equity to total capitalization ~~levels over~~to be about 45% through the period ending December ~~2023~~2024, with the long-term intent to ~~remain in-line with their respective equity to total capitalization levels as of December 31, 2018.~~support solid investment-grade credit ratings.

The use of cash provided by operating activities and short-term borrowings to fund capital expenditures and other long-term investments at the Ameren Companies frequently results in a working capital deficit, defined as current liabilities exceeding current assets, as was the case at ~~September~~June 30, ~~2019. The working capital deficit as of September 30, 2019, was primarily the result of current maturities of long-term debt~~2020, for Ameren and ~~our decision to finance our businesses with lower-cost commercial paper issuances.~~Ameren Illinois. With the credit capacity available under the Credit Agreements, ~~along with~~and cash and cash equivalents, the Ameren Companies had net available liquidity of ~~$1.6~~$2.2 billion at ~~September~~June 30, ~~2019.~~2020. As a result of capital market volatility due, in part, to the COVID-19 pandemic, and to increase net available liquidity, Ameren (parent) accelerated a debt issuance to April 2020, which had been planned for later in 2020. Additionally, Ameren expects to receive between $540 million and $550 million upon settlement of the forward sale agreement, which can be settled at Ameren’s discretion on or prior to March 31, 2021. See Credit Facility Borrowings and Liquidity and Long-term Debt and Equity below for additional information.

The following table presents net cash provided by (used in) operating, investing, and financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018:~~2019:


	Net Cash Provided By Operating Activities										Net Cash Used In Investing Activities								Net Cash Provided by Financing Activities
	2020		2019		Variance		2020		2019		Variance		2020		2019		Variance
Ameren	$	694	$	879	$	(185)	$	(1,315)	$	(1,154)	$	(161)	$	608	$	290	$	318

Ameren Missouri	292		361		(69)		(604)		(521)		(83)		284		165		119
Ameren Illinois	340		452		(112)		(659)		(558)		(101)		336		125		211

Net Cash Provided By
Operating Activities

Net Cash Used In
Investing Activities

Net Cash Provided by (Used in)
Financing Activities
2019 2018 Variance 2019 2018 Variance 2019 2018 Variance
Ameren $ 1,668
$ 1,686
$ (18 ) $ (1,798 ) $ (1,719 ) $ (79 ) $ 178
$ 57
$ 121
Ameren Missouri 840
961
(121 ) (785 ) (735 ) (50 ) (49 ) (226 ) 177
Ameren Illinois 706
516
190
(903 ) (937 ) 34
234
451
(217 )

Cash Flows from Operating Activities

Our cash provided by operating activities is affected by fluctuations of trade accounts receivable, inventories, and accounts and wages payable, among other things, as well as the unique regulatory environment for each of our businesses. Substantially all expenditures related to fuel, purchased power, and natural gas purchased for resale are recovered from customers through rate adjustment mechanisms, which may be adjusted without a traditional rate proceeding. Similar regulatory mechanisms exist for certain other operating expenses that can also affect the timing of cash provided by operating activities. The timing of cash payments for costs recoverable under our regulatory mechanisms differs from the recovery period of those costs. Additionally, the seasonality of our electric and natural gas businesses, primarily caused by changes in customer demand due to weather, significantly ~~affect~~affects the amount and timing of our cash provided by operating activities.

Our customers’ payment for our services has been adversely affected by the COVID-19 pandemic, resulting in a decrease to our cash flow from operations.For information regarding Ameren Missouri’s and Ameren Illinois’ suspension and subsequent reinstatement of customer disconnections and late fee charges for nonpayment, see Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report. In addition, see Results of Operations above for more information on Ameren’s, Ameren Missouri’s, and Ameren Illinois’ accounts receivable balances that were 30 days or greater past due or that were a part of a deferred payment arrangement.

Ameren

Ameren’s cash ~~from~~provided by operating activities decreased ~~$18~~$185 million in the first ~~nine~~six months of ~~2019,~~2020, compared with the year-ago period. The following items contributed to the decrease:

•A ~~$28 million increase in payments for nuclear refueling and maintenance outages at Ameren Missouri’s Callaway energy center. There was no refueling and maintenance outage in 2018.~~

~~A $16~~$156 million decrease resulting from decreased customer collections, primarily due to an increase in accounts receivable balances, which was affected by an increase in amounts that were 30 days or greater past due or that were a part of a deferred payment arrangement, and a decrease in ~~weather-related~~ sales volumes at Ameren Missouri, ~~and a net decrease attributable to regulatory recovery mechanisms,~~ partially offset by decreased fuel ~~costs~~ and ~~production volumes~~purchased power costs at Ameren Missouri, ~~and~~ decreased ~~purchase~~purchased power costs and volumes and natural gas costs at Ameren ~~Illinois.~~Illinois, and a net increase attributable to regulatory recovery mechanisms.

~~The following items partially offset the~~•A $32 million decrease, ~~in Ameren’s cash from operating activities between periods:~~

~~A $14 million increase~~primarily resulting from ~~a decrease in~~increased coal inventory levels ~~at Ameren Missouri~~as less coal was purchased in 2019 due to delivery disruptions that occurred from ~~flooding~~flooding.

•A $21 million increase in ~~2019.~~payments to settle ARO liabilities, primarily related to Ameren Missouri’s CCR storage facilities.

•A net ~~$14~~$20 million ~~increase~~decrease in collateral received from counterparties, primarily resulting from changes in the market prices of power and natural gas, changes in contracted commodity volumes, and ~~increases~~decreases resulting from Ameren Illinois’ renewable energy contracts entered into pursuant to the FEJA.

•A $14 million increase in property tax payments at Ameren Missouri due to higher property tax values in 2019, compared with 2018. Property tax payments in a given year are based on the preceding year’s property tax values.

The following items partially offset the decrease in Ameren’s cash from operating activities between periods:

•A $27 million decrease in payments for nuclear refueling and maintenance outages at Ameren Missouri’s Callaway Energy Center. There was no refueling and maintenance outage in the first half of 2020.

•A $17 million decrease in non-Callaway Energy Center maintenance costs at Ameren Missouri, primarily due to lower electric system infrastructure maintenance expenses as a result of decreased system load, disciplined cost management, the deferral of projects to future periods, and lower storm costs.

•A $12 million decrease in payments for the employer portion of Social Security taxes as a result of a payment deferral allowed under the Coronavirus Aid, Relief, and Economic Security Act. The deferred amounts will be paid over two years beginning in 2021.

Ameren Missouri

Ameren Missouri’s cash ~~from~~provided by operating activities decreased ~~$121~~$69 million in the first ~~nine~~six months of ~~2019,~~2020, compared with the year-ago period. The following items contributed to the decrease:

~~A $169~~•An $89 million decrease resulting from decreased customer collections, primarily due to an increase in accounts receivable balances and a decrease in ~~weather-related~~ sales volumes, ~~and a net decrease attributable to regulatory recovery mechanisms,~~ partially offset by decreased fuel and purchased power costs and ~~production volumes.~~a net increase attributable to regulatory recovery mechanisms.

•A ~~$28~~$32 million decrease, primarily resulting from increased coal inventory levels as less coal was purchased in 2019 due to delivery disruptions that occurred from flooding in 2019.

•A $21 million increase in payments ~~for nuclear refueling and maintenance outages at the Callaway energy center. There was no refueling and maintenance outage in 2018.~~to settle ARO liabilities, primarily related to CCR storage facilities.

~~The following items partially offset the decrease in Ameren Missouri’s cash from operating activities between periods:~~

•A ~~$33~~net $14 million decrease ~~in income tax payments to Ameren (parent) pursuant to the tax allocation agreement, primarily due to lower taxable income in 2019.~~

~~A $14 million increase resulting from a decrease in coal inventory levels due to delivery disruptions from flooding in 2019.~~

~~A net $8 million increase~~ in collateral received from counterparties, primarily resulting from changes in the market prices of power and natural gas and changes in contracted commodity volumes.

•A $14 million increase in property tax payments due to higher property tax values in 2019, compared with 2018. Property tax payments in a given year are based on the preceding year’s property tax values.

The following items partially offset the decrease in Ameren ~~Illinois~~

~~Ameren Illinois’~~Missouri’s cash from operating activities ~~increased $190 million in the first nine months of 2019, compared with the year-ago period. The following items contributed to the increase:~~between periods:

•A ~~$145 million increase primarily resulting from decreased purchased power costs and volumes, decreased natural gas costs, and a net increase attributable to regulatory recovery mechanisms.~~

~~A $40~~$57 million decrease in income tax payments to Ameren (parent) pursuant to the tax allocation agreement, primarily due to the timing of ~~payments.~~payments and lower taxable income in 2020.

•A $27 million decrease in payments for nuclear refueling and maintenance outages at the Callaway Energy Center. There was no refueling and maintenance outage in the first half of 2020.

•A $17 million decrease in non-Callaway Energy Center maintenance costs, primarily due to lower electric system infrastructure maintenance expenses as a result of decreased system load, disciplined cost management, the deferral of projects to future periods, and lower storm costs.

•A $6 million decrease in payments for the employer portion of Social Security taxes as a result of a payment deferral allowed under the Coronavirus Aid, Relief, and Economic Security Act. The deferred amounts will be paid over two years beginning in 2021.

Ameren Illinois

Ameren Illinois’ cash provided by operating activities decreased $112 million in the first six months of 2020, compared with the year-ago period. The following items contributed to ~~contractors for electric distribution maintenance costs,~~the decrease:

•A $67 million decrease resulting from decreased customer collections, primarily due to an increase in accounts receivable balances that were 30 days or greater past due or that were a part of a deferred payment arrangement and a net decrease attributable to regulatory recovery mechanisms, partially offset by decreased ~~vegetation management~~purchased power costs and volumes and natural gas costs.

•A $31 million increase in income tax payments to Ameren (parent) pursuant to the tax allocation agreement, primarily due to the timing.

•A net $6 million ~~increase~~decrease in collateral received from counterparties, primarily resulting from changes in the market prices of power and natural gas, changes in in contracted commodity volumes, and ~~increases~~decreases resulting from renewable energy contracts entered into pursuant to the FEJA.

The decrease in Ameren Illinois’ cash from operating activities between periods was partially offset by a $5 million decrease in payments for the employer portion of Social Security taxes as a result of a payment deferral allowed under the Coronavirus Aid, Relief, and Economic Security Act. The deferred amounts will be paid over two years beginning in 2021.

Cash Flows from Investing Activities

Ameren’s cash used in investing activities increased ~~$79~~$161 million in the first ~~nine~~six months of ~~2019,~~2020, compared with the year-ago period, primarily as a result of ~~increased~~a $103 million increase in capital ~~expenditures of $72 million. In addition to the~~expenditures. Partially offsetting capital expenditure ~~changes~~increases at Ameren Missouri and Ameren Illinois discussed below, Ameren’s capital expenditures ~~increased~~decreased due to a ~~$30~~$25 million ~~increase in capital expenditures~~decrease at ATXI. ATXI’s capital expenditures ~~increased~~decreased as a result of ~~increased~~decreased expenditures on the Mark Twain ~~Transmission~~ project ~~offset by decreased capital~~compared to the year-ago period. Cash used in investing activities also increased $31 million due to the timing of nuclear fuel expenditures onand $31 million due to net investment activity in the ~~Spoon River and Illinois Rivers projects.~~nuclear decommissioning trust fund at Ameren Missouri in the first six months of 2020, compared with the year-ago period.

Ameren Missouri’s cash used in investing activities increased ~~$50~~$83 million ~~between periods,~~in the first six months of 2020, compared with the year-ago period, primarily as a result of a $31 million increase due to anthe timing of nuclear fuel expenditures and a $31 million net increase in investment activity in the nuclear decommissioning trust fund. Ameren Missouri also had a $21 million increase in capital expenditures ~~partially offset by~~compared with the ~~absence of net money pool advances in 2019. In the first nine months of 2018, Ameren Missouri made net money pool advances of $28 million. Capital expenditures increased $87 million,~~year-ago period, primarily ~~due~~related to ~~substation~~electric delivery infrastructure upgrades and ~~energy delivery infrastructure upgrades.~~electric transmission system reliability projects.

Ameren Illinois’ cash used in investing activities ~~decreased $34~~increased $101 million ~~between periods~~in the first six months of 2020, compared with the year-ago period, primarily due to ~~decreased~~a $105 million increase in capital expenditures ~~of $47 million~~primarily related to electric transmission system reliability ~~projects.~~

~~Capital Expenditures~~

~~See Liquidity~~projects and Capital Resources under Part II, Item 7, of the Form 10-K for Ameren's estimate of capital expenditures that will be incurred from 2019 through 2023, including construction expenditures, allowance for funds used during construction,upgrades to electric delivery and ~~expenditures for compliance with existing environmental regulations. Ameren estimates its capital expenditures for 2019 will increase by approximately $150~~

million to $2,585 million, compared to the estimate included in the Form 10-K, primarily as a result of an increase in capital expenditures at Ameren Missouri of $70 million and Ameren Illinois’ electric transmission business of $85 million.natural gas infrastructure.

Cash Flows from Financing Activities

Cash provided by, or used in, financing activities is a result of our financing needs, which depend on the level of cash provided by operating activities, the level of cash used in investing activities, the level of dividends, and our long-term debt maturities, among other things.

Ameren’s cash provided by financing activities increased ~~$121~~$318 million during the first ~~nine~~six months of ~~2019,~~2020, compared with the year-ago period. During the first ~~nine~~six months of ~~2019,~~2020, Ameren ~~issued $900~~utilized proceeds from the issuance of $1,263 million of long-term ~~indebtedness~~debt for general corporate purposes, including to repay then-outstanding ~~commercial paper issuances~~, short-term debt, including short-term debt incurred in connection with the repayment at maturity of long-term ~~indebtedness~~debt of ~~$329~~$85 million, and to fund, in part, investing activities. During the first six months of 2020, Ameren repaid net short-term debt of $320 million. In comparison, during the first six months of 2019, Ameren ~~repaid outstanding~~utilized proceeds of $851 million from a long-term debt issuance and net commercial paper issuances ~~totaling $53~~to repay $329 million of higher-cost long-term debt and to fund, in part, investing activities. During the first six months of 2020, Ameren paid common stock dividends of $244 million, compared with $233 million in dividend payments in the year-ago period.

Ameren Missouri’s cash provided by financing activities increased $119 million during the first six months of 2020, compared with the year-ago period. During the first six months of 2020, Ameren Missouri utilized net proceeds from the issuance of $465 million of long-term debt to repay then-outstanding short-term debt, including short-term debt incurred in connection with the repayment at maturity of long-term debt of $85 million. During the first six months of 2020, Ameren Missouri repaid net short-term debt of $155 million, borrowed $65 million from the money pool, and used cash provided by financing activities to fund, in part, investing activities. In comparison, during the first six months of 2019, Ameren Missouri utilized net proceeds from the issuance of $450 million in long-term debt to repay then-outstanding commercial paper issuances, including short-term debt incurred in connection with the repayment at maturity of long-term debt of $329 million, and net commercial paper issuances of $150 million to fund, in part, investing activities. During the first six months of 2020, Ameren Missouri did not pay common stock dividends, compared with $100 million in dividend payments in the year-ago period.

Ameren Illinois’ cash provided by financing activities increased $211 million during the first six months of 2020, compared with the year-ago period. During the first six months of 2020, Ameren Illinois received $350 million in capital contributions from Ameren (parent), repaid net short-term debt of $12 million, and used cash provided by financing activities to fund, in part, investing activities. In comparison, during the first nine months of 2018, Ameren utilized net proceeds from the issuance of $889 million of long-term indebtedness and net commercial paper issuances to repay $522 million of higher-cost long-term indebtedness and to fund, in part, investing activities. During the first nine months of 2019, Ameren paid common stock dividends of $350 million, compared with $334 million in dividend payments in the year-ago period.

Ameren Missouri’s cash used in financing activities decreased $177 million during the first nine months of 2019, compared with the year-ago period. During the first nine months of 2019, Ameren Missouri utilized net proceeds from the issuance of $450 million of long-term indebtedness to repay then-outstanding commercial paper issuances, including short-term debt incurred in connection with the repayment at maturity of long-term indebtedness of $329 million. Additionally, Ameren Missouri utilized net commercial paper issuances of $89 million to fund, in part, investing activities. In comparison, during the first nine months of 2018, Ameren Missouri utilized net proceeds from the issuance of $423 million in long-term indebtedness and cash on hand to repay $378 million of higher-cost long-term indebtedness, and to fund, in part, investing activities. In 2018, Ameren Missouri also repaid outstanding net commercial paper issuances totaling $39 million. During the first nine months of 2019, Ameren Missouri paid common stock dividends of $250 million, compared with $225 million in dividend payments in the year-ago period.

~~Ameren Illinois’ cash provided by financing activities decreased $217 million during the first nine months of 2019, compared with the year-ago period. During the first nine~~six months of 2019, Ameren Illinois utilized net proceeds from commercial paper issuances of ~~$237~~$127 million to fund, in part, investing activities. In comparison, during the first nine months of 2018, Ameren Illinois utilized net proceeds from the issuance of $476 million of long-term indebtedness and net commercial paper issuances to repay $144 million of higher-cost long-term indebtedness and to fund, in part, investing activities. Ameren Illinois also received an $80 million capital contribution from Ameren (parent) and borrowed $45 million from the money pool in the year-ago period, compared to no capital contributions or money pool borrowings in the current year period.

See Long-term Debt and Equity in this section for additional information on maturities and issuances of long-term debt.

Credit Facility Borrowings and Liquidity

The liquidity needs of the Ameren ~~Ameren Missouri, and Ameren Illinois~~Companies are typically supported through the use of available cash, ~~or proceeds from borrowings~~drawings under ~~the Credit Agreements,~~committed credit agreements, commercial paper issuances, and/or, in the case of Ameren Missouri and Ameren Illinois, short-term affiliate borrowings. See Note 3 – Short-term Debt and Liquidity under Part I, Item 1, of this report for additional information on credit agreements, commercial paper issuances, ~~borrowings under~~ Ameren’s money pool arrangements and related borrowings, and relevant interest rates.

The following table presents Ameren’s consolidated liquidity as of ~~September~~June 30, ~~2019~~:

2020:

Ameren (parent) and Ameren Missouri:

Missouri Credit Agreement – borrowing capacity
$ 1,000
Less: Ameren (parent) commercial paper outstanding 53
Less: Ameren Missouri commercial paper outstanding 144
Missouri Credit Agreement – subtotal 803
Ameren (parent) and Ameren Illinois:
Illinois Credit Agreement – borrowing capacity
1,100
Less: Ameren (parent) commercial paper outstanding 37
Less: Ameren Illinois commercial paper outstanding 310
Less: Letters of credit 2
Illinois Credit Agreement – subtotal
751
Subtotal $ 1,554
Cash and cash equivalents 20
Net Available Liquidity $ 1,574



Ameren (parent)and Ameren Missouri:
Missouri Credit Agreement – borrowing capacity	$	1,200

Less: Ameren Missouri commercial paper outstanding	79

Less: Ameren Missouri letters of credit	3
Missouri Credit Agreement – subtotal	1,118
Ameren (parent) and Ameren Illinois:
Illinois Credit Agreement – borrowing capacity	1,100

Less: Ameren Illinois commercial paper outstanding	41

Less: Ameren Illinois letters of credit	2
Illinois Credit Agreement – subtotal	1,057
Subtotal	$	2,175
Add: Cash and cash equivalents	8
Net Available Liquidity	$	2,183

The Credit Agreements, ~~are used to borrow cash, to issue letters~~among other things, provide $2.3 billion of credit until maturity in December 2024. See Note 3 – Short-term Debt and ~~to support issuances~~Liquidity under ~~Ameren (parent)’s, Ameren Missouri’s, and Ameren Illinois’ commercial paper programs. Both~~Part I, Item 1, of this report for additional information on the Credit ~~Agreements are available to Ameren (parent) to support issuances under Ameren (parent)’s commercial paper program, subject to available credit capacity under~~Agreements. During the agreements. The Missouri Credit Agreement is available to support issuances under Ameren Missouri’s commercial paper program. The Illinois Credit Agreement is available to support issuances under Ameren Illinois’ commercial paper program. Issuances under thesix months ended June 30, 2020, Ameren (parent), Ameren Missouri, and Ameren Illinois ~~commercial paper programs were available at lower interest rates than the interest rates of borrowings~~each borrowed under the Credit ~~Agreements. Commercial~~Agreements and issued commercial paper. Borrowings under the Credit Agreements and commercial paper issuances ~~were thus preferred to credit facility borrowings as~~are based upon available interest rates at that time of the borrowing or issuance. As a ~~source~~result of ~~third-party short-term debt.~~volatility in the capital markets, the Ameren Companies borrowed under the Credit Agreements in certain instances in the first quarter of 2020 rather than issuing commercial paper.

~~In addition,~~ Ameren ~~Missouri and Ameren Illinois may borrow cash from the utility~~has a money pool ~~when funds are available. The rate~~agreement with and among its utility subsidiaries to coordinate and to provide for certain short-term cash and working capital requirements. As short-term capital needs arise, and based on availability of ~~interest depends on the composition of internal and external funds in the utility money pool.~~funding sources, Ameren Missouri and Ameren Illinois will access funds from the utility money pool, the Credit Agreements, or the commercial paper programs depending on which option has the lowest interest rates.

The issuance of short-term debt securities by Ameren’s utility subsidiaries is subject to FERC approval under the Federal Power Act. In ~~2018,~~March 2020, the FERC issued ~~orders~~an order authorizing Ameren Missouri ~~and Ameren Illinois~~ to ~~each~~ issue up to $1 billion of short-term debt securities, ~~through~~which expires in March ~~2020 and~~2022. In 2018, the FERC issued an order authorizing Ameren Illinois to issue up to $1 billion of short-term debt securities, which expires in September ~~2020, respectively.~~2020. In July 2019, the FERC issued an order authorizing ATXI to issue up to $300 million of short-term debt securities, ~~through~~which expires in July 2021.

The Ameren Companies continually evaluate the adequacy and appropriateness of their liquidity arrangements for changing business conditions. When business conditions warrant, changes may be made to ~~the Credit Agreements~~existing credit agreements or to other borrowing ~~arrangements.~~arrangements, or other arrangements may be made.

Long-term Debt and Equity

The following table presents Ameren’s ~~equity issuances, as well as~~ issuances (net of any issuance premiums or discounts), of long-term debt and equity, as well as redemptions ~~repurchases,~~ and maturities of long-term debt for the six months ended June 30, 2020 and 2019:


	Month Issued, Redeemed, or Matured	2020			2019
Issuances of Long-term Debt
Ameren:
3.50% Senior unsecured notes due 2031	April	$	798		$	—
Ameren Missouri:
2.95% First mortgage bonds due 2030	March	$	465		$	—
3.50% First mortgage bonds due 2029	March	—			450


Total Ameren long-term debt issuances		$	1,263		$	450
Issuances of Common Stock
Ameren:
DRPlus and 401(k)	Various	$	27	^{(a) (b)}	$	37	^{(a) (b)}
Total common stock issuances		$	27		$	37
Total Ameren long-term debt and common stock issuances		$	1,290		$	487
Redemptions and Maturities of Long-term Debt
Ameren Missouri:
5.00% Senior secured notes due 2020	February	$	85		$	—
6.70% Senior secured notes due 2019	February	—			329


Total Ameren long-term debt redemptions and maturities		$	85		$	329

(a)Ameren ~~Missouri, Ameren Illinois,~~issued a total of 0.4 million and ~~ATXI~~0.5 million shares of common stock under its DRPlus and 401(k) plan in the six months ended June 30, 2020 and 2019, respectively.

(b)Excludes 0.5 million and 0.8 million shares of common stock valued at $38 million and $54 million issued for no cash consideration in connection with stock-based compensation for the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019, ~~and 2018:~~

Month Issued, Redeemed, or Matured 2019 2018
Issuances of Long-term Debt
Ameren:
2.50% Senior unsecured notes due 2024 September $ 450
$ —

Ameren Missouri:
3.50% First mortgage bonds due 2029 March 450
—

4.00% First mortgage bonds due 2048 April —
423

Ameren Illinois:
3.80% First mortgage bonds due 2028 May —
430

Total Ameren long-term debt issuances $ 900
$ 853

Issuances of Common Stock
Ameren:
DRPlus and 401(k) Various $ 54
^{(a) (b)}
$ 56
^{(a) (b)}
Total common stock issuances $ 54
$ 56

Total Ameren long-term debt and common stock issuances $ 954
$ 909

Redemptions and Maturities of Long-term Debt
Ameren Missouri:
6.70% Senior secured notes due 2019 February $ 329
$ —

6.00% Senior secured notes due 2018 April —
179

5.10% Senior secured notes due 2018 August —
199

Ameren Illinois:
6.25% Senior secured notes due 2018 April —
144

5.70% First mortgage bonds due 2024 September (c)
—

Total Ameren long-term debt redemptions and maturities $ 329
$ 522


~~(a)~~	~~Ameren issued a total of 0.7 million and 0.9 million shares of common stock under its DRPlus and 401(k) plan in the nine months ended September 30, 2019 and 2018, respectively.~~


~~(b)~~	Excludes 0.8 million shares of common stock valued at $54 million and 0.7 million shares of common stock valued at $35 million issued in connection with stock-based compensation for the nine months ended September 30, 2019 and 2018, respectively.


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

respectively.

See Note 4 – Long-Term Debt and Equity Financings under Part I, Item 1, of this report for additional information, including proceeds from issuances of long-term debt, the use of those proceeds, Ameren’s forward equity sale agreement relating to 7.5 million shares of common stock, and Ameren ~~Illinois’ extinguishment of senior unsecured notes.~~(parent)’s capital contributions to Ameren Illinois.

Indebtedness Provisions and Other Covenants

See Note 3 – Short-term Debt and Liquidity under Part I, Item 1, of this report and Note 4 – Short-term Debt and Liquidity and Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of the Form 10-K for a discussion of provisions (and applicable cross-default provisions) and covenants contained in our credit agreements, in ATXI’s note purchase agreement, and in certain of the Ameren Companies’ indentures and articles of incorporation.

At ~~September~~June 30, ~~2019,~~2020, the Ameren Companies were in compliance with the provisions and covenants contained in their credit agreements, indentures, and articles of incorporation, as applicable, and ATXI was in compliance with the provisions and covenants contained in its note purchase agreement.

We consider access to short-term and long-term capital markets to be a significant source of funding for capital requirements not satisfied by cash provided by our operating activities. Inability to raise capital on reasonable terms, particularly during times of uncertainty in the capital markets, could negatively affect our ability to maintain and expand our businesses. After assessing its current operating performance, liquidity, and credit ratings (see Credit Ratings below), Ameren, Ameren Missouri, and Ameren Illinois each believes that it will continue to have access to the capital ~~markets.~~markets on reasonable terms. However, events beyond Ameren’s, Ameren Missouri’s, and Ameren Illinois’ control may create uncertainty in the capital markets or make access to the capital markets uncertain or limited. Such events could increase our cost of capital and adversely affect our ability to access the capital markets.

Dividends

The amount and timing of dividends payable on Ameren’s common stock are within the sole discretion of Ameren’s board of directors. Ameren’s board of directors has not set specific targets or payout parameters when declaring common stock dividends, but it considers various factors, including Ameren’s overall payout ratio, payout ratios of our peers, projected cash flow and potential future cash flow requirements, historical earnings and cash flow, projected earnings, impacts of regulatory orders or legislation, and other key business considerations. Ameren expects its dividend payout ratio to be between 55% and 70% of annual earnings over the next few years. On October 11, 2019, Ameren’s board of directors declared a quarterly common stock dividend of 49.5 cents per share payable on December 31, 2019, to shareholders of record on December 11, 2019, resulting in an annualized equivalent dividend rate of $1.98 per share. The previous annualized equivalent dividend rate, based on the common stock dividend declared and paid in the third quarter of 2019, was $1.90 per share.

See Note 4 – Short-term Debt and Liquidity and Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of the Form 10-K for additional discussion of covenants and provisions contained in certain of the Ameren Companies’ financial agreements and articles of incorporation that would restrict the Ameren Companies’ payment of dividends in certain circumstances. At ~~September~~June 30, ~~2019~~,2020, none of these circumstances existed at Ameren, Ameren Missouri, or Ameren Illinois and, as a result, these companies were not restricted from paying dividends.

The following table presents common stock dividends declared and paid by Ameren Corporation to its common shareholders and by Ameren subsidiaries to their parent, Ameren Corporation, for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019:


	Six Months
	2020		2019
Ameren	$	244	$	233
Ameren Missouri	—		100

ATXI	—		15

Nine Months
2019 2018
Ameren $ 350
$ 334
Ameren Missouri 250
225
ATXI 15
55

Commitments

For a listing of our obligations and commitments, see Other Obligations in Note 9 – Commitments and Contingencies under Part I, Item 1, of this report. See Note 10 – Retirement Benefits under Part II, Item 8, of the Form 10-K for information regarding expected minimum funding levels for our pension plan.

Off-balance-sheet Arrangements

At ~~September~~June 30, ~~2019~~,2020, none of the Ameren Companies had any significant off-balance-sheet financing arrangements, other than the forward sale agreement relating to common stock, variable interest entities, letters of credit, and Ameren (parent) guarantee arrangements on behalf of its subsidiaries. See Note 1 – Summary of Significant Accounting Policies under Part I, Item 1, of this report for further detail concerning variable interest entities. See Note 5 – Long-Term Debt and Equity under Part II, Item 8, of the Form 10-K for further detail concerning the forward sale agreement relating to common stock.

Credit Ratings

Our credit ratings affect our liquidity, our access to the capital markets and credit markets, our cost of borrowing under our credit facilities and our commercial paper programs, and our collateral posting requirements under commodity contracts.

The following table presents the principal credit ratings by Moody’s and S&P, as applicable, effective on the date of this report:

Moody’s

S&P

Ameren:

Issuer/corporate credit rating

Baa1

BBB+

Senior unsecured debt

Baa1

BBB

Commercial paper

P-2

A-2

Ameren Missouri:

Issuer/corporate credit rating

Baa1

BBB+

Secured debt

Senior unsecured debt

Baa1

Not Rated

Commercial paper

P-2

A-2

Ameren Illinois:

Issuer/corporate credit rating

BBB+

Secured debt

Senior unsecured debt

BBB+

Commercial paper

P-2

A-2

ATXI:

Issuer credit rating

Not Rated

Senior unsecured debt

Not Rated

A credit rating is not a recommendation to buy, sell, or hold securities. It should be evaluated independently of any other rating. Ratings are subject to revision or withdrawal at any time by the rating organization.

Collateral Postings

Any weakening of our credit ratings may reduce access to capital and trigger additional collateral postings and prepayments. Such changes may also increase the cost of borrowing, resulting in an adverse effect on earnings. Cash collateral postings and prepayments made with external parties, including postings related to exchange-traded contracts, and cash collateral posted by external parties were immaterial at ~~September~~June 30, ~~2019.~~2020. A sub-investment-grade issuer or senior unsecured debt rating (below “Baa3” from Moody’s or below “BBB-” from S&P) at ~~September~~June 30, ~~2019,~~2020, could have resulted in Ameren, Ameren Missouri, or Ameren Illinois being required to post additional collateral or other assurances for certain trade obligations amounting to ~~$155~~$170 million, ~~$119~~$144 million, and ~~$36~~$26 million, respectively.

Changes in commodity prices could trigger additional collateral postings and prepayments. Based on credit ratings at ~~September~~June 30, ~~2019,~~2020, if market prices were 15% higher or lower than ~~September~~June 30, ~~2019~~2020 levels in the next 12 months and 20% higher or lower thereafter through the end of the term of the commodity contracts, then Ameren, Ameren Missouri, or Ameren Illinois could be required to post an immaterial amount, compared to each company’s liquidity, of collateral or other assurances for certain trade obligations.

OUTLOOK

We seek to earn competitive returns on investments in our businesses. We seek to improve our regulatory frameworks and cost recovery mechanisms and are simultaneously pursuing constructive regulatory outcomes within existing frameworks, while also advocating for responsible energy policies. We align our overall spending, both operating and capital, with economic conditions and with the frameworks established by our regulators to create and capitalize on investment opportunities for the benefit of our customers and shareholders. We focus on minimizing the gap between allowed and earned returns on equity and on allocating capital resources to business opportunities that we expect will offer the most attractive risk-adjusted return potential.

As part of Ameren’s strategic plan, we pursue projects to meet our customers’ energy needs and to improve electric and natural gas system reliability, safety, and security within our service territories. Ameren also evaluates competitive electric transmission investment

opportunities as they arise. Additionally, Ameren Missouri expects to transition to a cleaner, more diverse energy generation portfolio over time by making investments in renewable energy resources and retiring its coal-fired generation at the end of each energy center’s useful life, among other things.

Below are some key trends, events, and uncertainties that may reasonably affect our results of operations, financial condition, or liquidity, as well as our ability to achieve strategic and financial objectives, for ~~2019~~2020 and beyond. The continued effect of the COVID-19 pandemic on our results of operations, financial position, and liquidity in subsequent periods will depend on its severity and longevity, future regulatory or legislative actions with respect thereto, and the resulting impact on business, economic, and capital market conditions. We continue to monitor the impacts the pandemic is having on our businesses, including but not limited to potential impacts on our liquidity and financing plans; demand for residential, commercial, and industrial electric and natural gas services; extended deferred payment arrangements and additional financial assistance programs for customers; bad debt expense; supply chain operations; the availability of our employees and contractors; counterparty credit; capital construction; infrastructure operations and maintenance; energy efficiency programs; and pension valuations. For additional information regarding recent rate orders, lawsuits, and pending requests filed with state and federal regulatory commissions, including those discussed below, see Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report and Note 2 – Rate and Regulatory Matters under Part II, Item 8, of the Form 10-K.

Operations

•In the first six months of 2020, we have experienced a net decrease in our sales volumes, which have been, and continue to be, affected by the COVID-19 pandemic, among other things. Further, our customers' payment for services has been adversely affected by the COVID-19 pandemic, which has led to an increase in our accounts receivable balances that are past due or that are a part of a deferred payment arrangement. Because of Ameren Illinois' and ATXI's regulatory frameworks, revenues are largely decoupled from changes in sales volumes. Additionally, bad debt write-offs, net of any subsequent recoveries, at Ameren Illinois' electric distribution and natural gas distribution businesses are recoverable through regulatory mechanisms. In 2020, Ameren Illinois' electric bad debt rider provides for the recovery of bad debt expense. However, earnings at Ameren Missouri are exposed to sales volume changes and increases in bad debt expense, which could result in higher bad debt write-offs. See the Results of Operations section above for additional information on our accounts receivable balances and changes in Ameren Missouri's sales volumes in 2020, compared to 2019. Additionally, see Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report for information on our reinstatement of customer disconnection and late fee charges for non-payment, as well as a June 2020 ICC order in a service disconnection moratorium proceeding, which required Ameren Illinois to implement more flexible credit and collection practices and allowed for recovery of costs incurred related to the COVID-19 pandemic and forgone late fees.

•The PISA permits Ameren Missouri to defer and recover 85% of the depreciation expense and a return at the applicable WACC on investments in certain property, plant, and equipment placed in service after September 1, 2018, and not included in base rates. The regulatory asset for accumulated PISA deferrals also earns a return at the applicable WACC, 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 a return at the applicable WACC for investments in renewable generation plant placed in service and not recovered under the PISA. Accumulated RESRAM deferrals earn carrying costs at short-term interest rates. The PISA and the RESRAM mitigate the effects of regulatory lag between regulatory rate reviews. Those investments not eligible for recovery under the 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 applicable WACC, with the difference recognized in revenues when recovery of such deferrals is reflected in customer rates. As a result of the PISA election, additional provisions of the law apply to Ameren Missouri, including limitations on electric customer rate increases. Both the rate increase limitation and the PISA are effective through December 2023, unless Ameren Missouri requests and the MoPSC approves an extension through December 2028.

•In February 2020, Ameren Missouri filed an update to its Smart Energy Plan with the MoPSC, which includes a five-year capital investment overview with a detailed one-year plan for 2020. 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 $7.6 billion over the five-year period from 2020 through 2024, with expenditures largely recoverable under the PISA and the RESRAM. The planned investments in 2024 included in the five-year range above are based on the assumption that Ameren Missouri requests and receives MoPSC approval of an extension of the PISA through December 2028. 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 September 2019, Ameren Missouri filed for certificates of convenience and necessity with the MoPSC to build three solar-plus-storage facilities. In June 2020, Ameren Missouri withdrew its application for the certificates of convenience and necessity following intervenor feedback. Ameren Missouri is evaluating new solar generation facilities as a part of its integrated resource plan, which is expected to be filed in September 2020.Also in 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 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 2018, Missouri Senate Bill 564 was enacted and Ameren Missouri elected PISA in accordance with the provisions of the law.~~ Pursuant to its PISA election, 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. 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. As a result of the PISA election, additional provisions of the law apply to 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. In January 2019, the MoOPC filed an appeal with the Missouri Court of Appeals, Western District, challenging the MoPSC’s December 2018 order allowing Ameren Missouri to recover, through the RESRAM, the ~~15%~~ of depreciation expense and weighted average cost of capital return not recovered under PISA. In October 2019, the Missouri Court of Appeals, Western District upheld the MoPSC’s order. In November 2019, the MoOPC filed a request for appeal of the 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 standards, 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.

•

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.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 September 2019, Ameren Missouri filed for certificates of convenience and necessity with the MoPSC to build three solar facilities in its service territory. Each 10-megawatt solar energy generation facility will connect to battery storage in order to improve system reliability. All three facilities are expected to be completed by the end of 2020.Also in 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 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 2018, the MoPSC issued an order approving Ameren Missouri’s MEEIA 2019 plan. The initial plan ~~includes~~included a portfolio of customer energy-efficiency programs through December 2021 and low-income customer energy-efficiency programs through December 2024, along with a ~~regulatory recovery~~rate-adjustment mechanism. Ameren Missouri intends to invest $226 million over the life of the plan, including $65 million per year through ~~2021.~~2021 and $70 million in 2022. The plan includes the continued use of the MEEIA rider, which allows Ameren Missouri to collect from, or refund to, customers any difference in actual MEEIA program costs and related lost electric margins and the amounts collected from customers. In addition, the plan includes a performance incentive that provides Ameren Missouri an opportunity to earn additional revenues by achieving certain customer energy-efficiency goals. In August 2020, the MoPSC issued an order approving a unanimous stipulation and agreement establishing performance incentives for the 2022 program year. The order also approved Ameren Missouri’s energy savings results for the first year of the MEEIA 2019 program. As a result of this order and in accordance with revenue recognition guidance, Ameren Missouri will recognize revenues of $6 million in the third quarter of 2020. If the target goals are achieved for ~~2019,~~ 2020, 2021, and ~~2021,~~2022, additional revenues of ~~$7 million,~~ $10 million, $13 million, and ~~$13~~$11 million would be recognized in ~~late 2020,~~ 2021, 2022, and ~~2022,~~2023, respectively. Incremental additional revenues of $1$3 million, $3 million, and $3$1 million may be earned for ~~2019,~~ 2020, 2021, and ~~2021,~~2022, respectively, and would be recognized in the respective following year if Ameren Missouri exceeds its targeted energy savings goals. Ameren Missouri’s ability to achieve and/or exceed targeted energy savings goals could be affected by the COVID-19 pandemic. Ameren Missouri recognized $28 million, $11 million, and ~~$38~~$37 million in revenues related to MEEIA performance incentives in ~~2017,~~2016, 2018, and ~~during the nine months ended September 30,~~ 2019, respectively.

•In ~~June 2018,~~March 2020, the MoPSC ~~approved~~issued an order in Ameren Missouri’s ~~Renewable Choice Program, which allows large commercial~~July 2019 electric service regulatory rate review, resulting in a decrease of $32 million to Ameren Missouri's annual revenue requirement for electric retail service. The order reduced the annualized base level of net energy costs pursuant to the FAC by approximately $115 million from the base level established in the MoPSC’s March 2017 electric rate order. The order also changed the annualized regulatory asset and ~~industrial customers~~liability amortization amounts and ~~municipalities~~the base level of expenses for regulatory tracking mechanisms. On an annualized basis, these changes reflect approximately$20 millionof increased revenues and approximate decreases in purchased power expenses of$15 million, other operating and maintenance expenses of$60 million, and income tax expenses of $20 million. Additionally, the annual revenue requirement incorporated increases of approximately $50 million for the reduction in sales volumes resulting from MEEIA programs and approximately $50 million of depreciation and amortization expense for amounts previously deferred under PISA. The increase in the annual revenue requirement related to ~~elect~~the MEEIA programs is seasonally weighted to ~~receive up to 100% of their energy from renewable resources. The tariff-based program is designed to recover~~ the ~~costs~~summer. One of the ~~election, which includes a return on any generation owned by Ameren Missouri. Based on customer~~

contracts, the program enables Ameren Missouri to supply up to 400 megawatts of renewable wind energy generation, up to 200 megawatts of which it could own. As applicable, the addition of generation by Ameren Missouri would be subject to the issuance of a certificate of conveniencestipulation and ~~necessity~~agreements approved by the MoPSC’s March 2020 order states that the net impact of the revenue and expense changes noted above reflects a 9.4% to 9.8% ROE on an unspecified percent of common equity applicable to rate base.The new rates, base level of expenses, and amortizations became effective on April 1, 2020. In April 2020, the MoPSC obtaining transmission interconnection agreements with MISO or other RTOs, and FERC approval. Any owned generation under this program would be incremental to estimated capital expenditures through 2023 discussed below.issued another order in Ameren ~~Missouri anticipates finalizing customer interest and pursuing renewable~~Missouri’s July 2019 electric service regulatory rate review, reaffirming the existing percentage of net energy ~~projects to fulfill requirements in 2020. Ameren Missouri-owned generation associated with this program, if any, is not expected~~cost variances allowed to be ~~placed into service before 2021. Without extension,~~recovered or refunded under the ~~option to elect into the program will terminate in the third quarter of 2023.~~FAC.

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~~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.

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~~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.~~

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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,~~10.52% ROE, the revenue requirements ~~that will be~~ included in 2020 rates for Ameren Illinois’ and ATXI’s electric transmission businesses are ~~$317~~$313 million and ~~$195~~$192 million, respectively. These revenue requirements represent an increase in Ameren ~~Illinois'~~Illinois’ and ATXI’s revenue requirements of ~~$20~~$16 million and ~~$18~~$15 million, respectively, from the revenue requirements reflected in 2019 rates, primarily due to ~~the~~ expected rate base growth. These rates will affect Ameren Illinois’ and ATXI’s cash receipts during 2020, but will not determine their respective electric transmission service operating revenues, which will instead be based on 2020 actual recoverable costs, rate base, and a return on ~~common equity~~rate base at the applicable WACC as calculated under the FERC formula ratemaking framework.

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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•In May 2020, the ~~Notices~~FERC issued an order in a complaint case filed in November 2013, which set the allowed base ROE for MISO transmission owners, including Ameren Illinois and ATXI, at 10.02%, superseding the 9.88% previously ordered, and required refunds, with interest, for the periods November 2013 to February 2015 and from late September 2016 forward. As a result of ~~Inquiry at~~ this ~~time.~~Asorder, Ameren and Ameren Illinois expect to pay total refunds of approximately $28 million and $16 million. In June 2020, various parties filed requests for rehearing with the FERC, challenging the new ROE methodology established by the May 2020 order. In July 2020, Ameren Missouri,

Ameren Illinois, and ATXI filed an appeal of the May 2020 order to the United States Court of Appeals for the District of Columbia Circuit challenging the refunds required for the period from September 2016 to May 2020. The court is under no deadline to ~~issue a final order,~~address the ~~timing~~appeal. The allowed ROE may also be affected by the FERC’s Notice of Inquiry regarding its allowed base ROE policy issued in 2019, or the ~~final order~~FERC’s Notice of Proposed Rulemaking on its transmission incentives policy issued in ~~the February 2015 complaint case and any potential impact to the amounts refunded as a result of the September 2016 order is uncertain.~~ ~~See Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report for more information regarding FERC complaint cases.~~March 2020. A 50 basis point ~~reduction~~change in the FERC-allowed base ~~return on common equity~~ROE would ~~reduce~~affect Ameren’s and Ameren Illinois’ annual net income by an estimated $9$10 million and $5$6 million, respectively, based on each company’s ~~2019~~2020 projected rate base.

•Ameren Illinois’ electric distribution service performance-based formula ratemaking framework allows Ameren Illinois to reconcile electric distribution service rates to its actual revenue requirement on an annual basis. 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 from the end of the year. Unless extended, the formula ratemaking framework expires at the end of 2022. If not extended, Ameren Illinois would then be required to establish future rates through a traditional regulatory rate review with the ICC. The decoupling provisions extend beyond the end of the formula ratemaking by law, which ensures that Ameren Illinois’ electric distribution revenues authorized in a regulatory rate review are not affected by changes in sales volumes.

•In ~~2018,~~2019, the ICC issued an order in Ameren Illinois’ annual update filing that approved a ~~$72~~$7 million ~~increase~~decrease in Ameren Illinois’ electric distribution service rates beginning in January ~~2019.~~2020. Illinois law provides for an annual reconciliation of the electric distribution revenue requirement as is necessary to reflect the actual costs incurred and ~~investment~~a return at the applicable WACC on year-end rate base 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’ ~~2019~~2020 electric distribution service revenues will be based on its ~~2019~~2020 actual recoverable costs, 2020 year-end rate base, and a return ~~on common equity~~at the applicable WACC as calculated under the Illinois performance-based formula ratemaking framework. As of June 30, 2020, Ameren Illinois expects its 2020 year-end rate base to be $3.4 billion. The ~~2019~~2020 revenue requirement reconciliation ~~is expected to result in a regulatory asset that~~ will be collected from, or refunded to, customers in ~~2021.~~2022. 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$9 million change in Ameren’s and Ameren Illinois’ annual net income, based on Ameren Illinois’ ~~2019~~2020 projected year-end rate base. Ameren Illinois’ allowed ROE for the first half of 2020 and 2019 was based on an expected annual average of the monthly yields of the 30-year United States Treasury bonds of 1.6% and 2.8%, respectively.

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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.

Ameren Illinois ~~expects~~filed its annual electric distribution service formula rate update to ~~file for a natural gas delivery service regulatory rate review~~reduce its rates by $45 million with the ICC. An ICC decision in ~~early~~this proceeding is expected by December 2020, with new rates effective January 2021. These rates will affect Ameren Illinois' cash receipts during 2021, but will not affect electric distribution service revenues, which will be based on 2021 actual recoverable costs, 2021 year-end rate base, and a ~~future test year ended December 31, 2021.~~return at the applicable WACC as calculated under the Illinois performance-based formula ratemaking framework.

•In July 2020, Ameren ~~Illinois’ current allowed return on equity~~Illinois filed a revised request seeking to increase its annual revenues for natural gas delivery service by $96 million, which includes an estimated $46 million of annual revenues that would otherwise be recovered under the QIP and other riders. A decision by the ICC in this proceeding is ~~9.87%,~~required by January 2021, with ~~a capital structure composed of 50% common equity, a rate base of $1.6 billion, and a 2019 future test year.~~

new rates expected to be effective in February 2021. Ameren Illinois ~~is allowed~~cannot predict the level of any delivery service rate change the ICC may approve, nor whether any rate change that may eventually be approved will be sufficient to enable Ameren Illinois to earn a reasonable return on investments when the rate changes go into effect.

•Ameren Illinois earns a return at the applicable WACC on its electric energy-efficiency program investments. Ameren Illinois’ electric energy-efficiency investments are deferred as a regulatory asset and earn a return at ~~its weighted-average cost of capital,~~the applicable WACC, with the ~~equity return~~ROE based on the annual average of the monthly yields of the 30-year United States Treasury bonds plus 580 basis points. The ~~equity portion of Ameren Illinois’ return~~allowed ROE 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.~~goals, which may be affected by the COVID-19 pandemic. Pursuant to the FEJA, Ameren Illinois plans to invest up to approximately $100 million per year in electric energy-efficiency programs through ~~2023,~~2024, and will earn a return on those investments. ~~The~~While the ICC has approved a plan consistent with this spending level through 2021, the ICC has the ability to reduce the amount of electric energy-efficiency savings goals in future plan program years if there are insufficient cost-effective programs available, ~~or if~~which could reduce the ~~savings goals would require investment levels that exceed amounts allowed by legislation.~~investments in electric energy-efficiency programs. The electric energy-efficiency program investments and the return on those investments are collected from customers through a rider and are not included in the electric distribution service performance-based formula ratemaking framework.

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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, 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~~

•In February 2020, the MoPSC issued an order approving a stipulation and agreement allowing Ameren Missouri to defer and amortize maintenance expenses related to scheduled refueling and maintenance outages at its Callaway Energy Center. Maintenance expenses associated with the fall 2020 refueling and maintenance outage are being deferred, as incurred, as a regulatory asset, and will be amortized after completion of the outage. Maintenance expenses will be amortized over the period between refueling and maintenance outages, which is approximately 18 months. Ameren Missouri expects to incur approximately $40 million in maintenance expenses related to the fall 2020 outage. During a scheduled outage, 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. Prior to 2020, maintenance expenses for refueling and maintenance outages were expensed as incurred.

•Ameren Missouri and Ameren Illinois continue to make infrastructure investments and expect to seek increases to electric and natural gas rates to recover the cost of investments and earn an adequate return. Ameren Missouri and Ameren Illinois will also seek new, or to maintain existing, legislative solutions 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, economic impacts of COVID-19, 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 economywide CO₂ emission concerns. Increased investments, including 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 and Note 2 – Rate and Regulatory Matters under Part II, Item 8, of the Form 10-K.

Liquidity and Capital Resources

•Our customers’ payment for our services has been adversely affected by the COVID-19 pandemic, resulting in a decrease to our cash flow from operations. See the Results of Operations section above for additional information on our accounts receivable balances. Further, our liquidity and our capital expenditure plans could be adversely affected by other impacts resulting from the COVID-19 pandemic, including but not limited to potential impacts on our ability to access the capital markets on reasonable terms and when needed, Ameren Missouri’s expected wind generation acquisitions, and the timing of tax payments and the utilization of tax credits. We expect to make significant capital expenditures to improve our electric and natural gas utility infrastructure, however, disruptions to the capital markets and the ability of our suppliers and contractors to perform as required under their contracts could impact the execution of our capital investment strategy. For further discussion on the impacts to our ability to access the capital markets, Ameren Missouri’s expected wind generation acquisitions, and the timing of tax payments and the utilization of tax credits, see below.

•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 700 megawatts of wind generation by the end of 2020 in Missouri 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: Ameren Missouri’s ability to obtain a certificate of convenience and necessity from the MoPSC, and any other required project approvals; the ability of developers to meet contractual commitments and timely complete projects, which is dependent upon the availability of necessary materials and equipment, including those that are affected by the disruptions in the global supply chain caused by the COVID-19 pandemic, among other things; 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; and Ameren Missouri’s ability to obtain timely interconnection agreements with the MISO or other RTOs at an acceptable cost. Ameren Missouri expects to file its next integrated resource plan in September 2020. Ameren Missouri will seek stakeholder feedback and assess different scenarios to meet future energy needs, which will be used to create an updated plan for its current generation portfolio and ongoing transition to cleaner sources of energy.

•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. As indicated in the 2017 IRP, the Meramec, Sioux, Labadie, and Rush Island energy centers are expected to be retired in 2022, 2033, 2042, and 2045, respectively. The next integrated resource plan is expected to be filed in September 2020.

•Consistent with its 2017 IRP filing, Ameren Missouri entered into build-transfer agreements to acquire, after construction, an up-to 300-megawatt wind generation facility and an up-to 400-megawatt wind generation facility in 2019 and 2018, respectively. Delays to the original construction schedule have occurred in 2020 as a result of changes in supply and construction activities. Ameren Missouri and the developers continue to monitor the impact to each project schedule. Ameren Missouri and the developers continue to monitor the impact to each project schedule. Ameren Missouri expects the up-to400-megawatt project and a majority of the up-to 300 megawatt project to be placed in-service by the end of 2020. However, at this time, due to manufacturing, shipping, and other supply chain issues, and based on an updated schedule from the developer, Ameren Missouri expects a portion of the up-to 300-megawatt project,

representing approximately $100 million of investment, to be placed in-service in the first quarter of 2021.See discussion below related to production tax credits.

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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 CO~~₂ ~~emissions 80% by 2050 from a 2005 base level. Ameren Missouri is also targeting a 35% CO~~₂ 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.~~

Through ~~2023,~~2024, 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 ~~$13.9~~$16.6 billion (Ameren Missouri – up to ~~$7.1~~$8.4 billion; Ameren Illinois – up to ~~$6.6~~$8.0 billion; ATXI – up to $0.2 billion) of capital expenditures during the period from ~~2019~~2020 through ~~2023.~~2024. Ameren’s and Ameren Missouri’s estimates ~~include approximately $1 billion in 2020 for capital investment in wind generation facilities and~~ exclude any capital expenditures related to pollution control equipment that may be required as a result of the NSR and Clean Air Act litigation discussed in Note 9 – Commitments and Contingencies under Part I, Item 1, of 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, 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. 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.

•₂emissions, 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, 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. 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.

•

~~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~~$2.3 billion of credit through December ~~2022,~~2024, subject to a 364-day repayment term for Ameren Missouri and Ameren Illinois, with the option to seek incremental commitments to increase the cumulative credit provided to ~~$2.5~~$2.7 billion. ~~The Ameren Companies expect to amend and extend these credit agreements in the fourth quarter of 2019.~~ See Note 3 – Short-term Debt and Liquidity under Part I, Item 1, of this report for additional information regarding the Credit Agreements. Ameren ~~Illinois expects~~(parent)’s $350 million of senior unsecured notes mature in November 2020, and are expected to ~~issue~~be repaid using a portion of the proceeds from Ameren (parent)’s April 2020 issuance of $800 million of senior unsecured notes. The Ameren Companies have no additional maturities of long-term debt inuntil 2022. With the ~~fourth quarter~~recently completed Ameren Missouri and Ameren (parent) debt issuances and availability under the Credit Agreements, as well as anticipated proceeds from the settlement of ~~2019.~~the forward sale agreement discussed below, Ameren, Ameren Missouri, and Ameren Illinois believe that their liquidity is adequate given their expected operating cash flows, capital expenditures, including the expected wind generation acquisitions, and ~~related~~ financing plans. The Ameren Companies continue to monitor the effect of the COVID-19 pandemic on their liquidity, including as a result of decreased sales and increased customer nonpayment. To date, the Ameren Companies have been able to access the capital markets on reasonable terms when needed. 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. ToAs part of its plan to fund ~~a portion of~~ these cash flow requirements, ~~beginning in 2018,~~ Ameren ~~began~~is using newly issued shares of common stock, rather than market-purchased shares, to satisfy requirements under ~~its~~the DRPlus and employee benefit plans and expects to continue to do so ~~over the next five years.~~through at least 2024. Ameren expects these issuances to provide equity of about $100 million annually. Ameren also plans to issue incremental common equity to fund a portion of Ameren Missouri’s wind generation investments through the physical settlement of the forward sale agreement discussed ~~above.~~below. Additionally, Ameren plans to issue incremental equity of about $150 million annually from 2021 to 2024. Ameren ~~Missouri, and Ameren Illinois expect their respective~~expects its equity to total capitalization ~~levels over~~to be about 45% through the period ending December ~~2023~~2024, with the long-term intent to ~~remain in-line with their respective equity to total capitalization levels as of December 31, 2018.~~support solid investment-grade credit ratings. 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~~•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 ~~TCJA~~forward sale agreement, Ameren will ~~continue~~issue shares of common stock to ~~have significant impacts on our results of operations, financial position, liquidity, and financial metrics.~~ the counterparty at the then-applicable forward sale price.The TCJA, among other things, reduced the 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 a decrease in operating cash flows in the near term. Over time, the decrease in operating cash flowsforward sale agreement will be ~~offset as temporary differences~~physically settled unless Ameren elects to settle in cash or to net share settle. If physically settled, Ameren expects to receive between ~~book~~$540 million and ~~taxable income reverse,~~$550 million upon settlement. See Note 5 – Long-Term Debt and ~~by increased customer rates due to higher rate base amounts resulting from lower accumulated deferred income tax liabilities.~~Equity Financings under Part II, Item 8, of the Form 10-K for additional information.

In 2018, our rate-regulated businesses began to amortize excess deferred taxes. Ameren Illinois’ and ATXI's income tax expense for the year ended December 31, 2018, reflect a full year of amortization, while Ameren Missouri's income tax expense 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 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 on their revenue patterns; however, no material impact to year-over-year earnings is expected.

•As of ~~September~~June 30, ~~2019,~~2020, Ameren had ~~$88~~$99 million in tax benefits related to federal and state income tax credit ~~carryforwards. Ameren has utilized all~~carryforwards and $6 million in outstanding income tax ~~benefits from net operating loss carryforwards.~~refunds. Future expected income tax payments and refunds are based on ~~planned capital expenditures and any related~~expected taxable income, available income tax credits, and incurrent tax law. Expected taxable income is affected by expected capital expenditures, when property, plant, and equipment is placed in-service or retired, and the timing of regulatory reviews, among other things. In the case of Ameren Missouri and Ameren Illinois, future expected income tax payments and refunds are consistent with the tax allocation agreement between Ameren

(parent) and its subsidiaries. Ameren expects to make income tax payments between ~~$10~~$5 million and ~~$50~~$75 million in each year from ~~2019~~2020 to ~~2023,~~2024, totaling ~~$135~~$150 million to ~~$185~~$200 million for the five-year period. Ameren Missouri expects to make income tax payments to Ameren (parent) ~~of approximately $110 million in 2019 and~~ between $20 million and $30 million in 2020. Additionally, Ameren Missouri expects to receive refunds from Ameren (parent) in each year from 2021 to ~~2023,~~2024, totaling ~~$30~~$60 million to ~~$60~~$100 million for the ~~three-year period.~~four-year period, primarily due to the expected utilization of federal production tax credits to be generated from its wind generation acquisitions. Ameren Illinois expects to make income tax payments to Ameren (parent) between ~~$10~~$20 million and ~~$40~~$30 million in ~~2019 and~~ 2020 and between $50 million and $90 million in each year from 2021 to 2024, totaling $260 million to $310 million for the five-year period.

•Ameren Missouri expects its wind generation acquisitions to generate federal production tax credits between $65 million and $70 million in each year from 2021 to ~~2023, totaling $200~~2030. Ameren expects to utilize approximately $140 million of these federal production tax credits from 2021 to ~~$250 million~~2024. In May 2020, the IRS issued guidance that extended the in-service date criteria to December 31, 2021, for qualifying for federal production tax credits. As a result of this extension, Ameren does not anticipate that delays in the ~~five-year period.~~completion of the wind generation facilities will affect Ameren’s ability to realize anticipated federal production tax credits.

•The Coronavirus Aid, Relief, and Economic Security Act is a federal law enacted in March 2020. Provisions in the act include temporary changes to the utilization of net operating losses, deferral of the payment of the employer portion of Social Security taxes, and additional funding for customer energy assistance, among other things. Ameren has implemented certain provisions of the act, and is currently evaluating other provisions of the act. As of June 30, 2020, there was no material impact to Ameren’s, Ameren Missouri’s, and Ameren Illinois’ financial statements as a result of the act.

•In 2018, legislation modifying Missouri tax law was enacted to decrease the state’s corporate income tax rate from 6.25% to 4%, effective January 1, 2020. The effect of this tax decrease is reflected in Ameren Missouri’s electric service rates that became effective on April 1, 2020. Ameren and Ameren Missouri do not expect this income tax decrease to have a material impact on net income.

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.

There have been no material changes to the quantitative and qualitative disclosures about interest rate risk, credit risk, ~~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.

~~Commodity Supplier and Price Risk~~

In 2019, two of 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 replace any resulting volume shortfall through its other coal supply contracts or through market purchases. As of September 30, 2019, forward market prices for 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 a result of these restructuring proceedings.

ITEM 4. CONTROLS AND PROCEDURES.


~~(a)~~	~~Evaluation of Disclosure Controls and Procedures~~

(a)Evaluation of Disclosure Controls and Procedures

As of ~~September~~June 30, ~~2019~~,2020, 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~~June 30, ~~2019~~,2020, 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


~~(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 electric service regulatory rate review filed with the MoPSC in 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 request for deferral accounting treatment of maintenance expenses related to scheduled Callaway refueling and maintenance outages filed with the MoPSC in October 2019;~~

•Ameren Illinois’ annual electric distribution service formula rate update filed with the ICC in April ~~2019;~~2020;

•Ameren Illinois’ natural gas delivery service regulatory rate review filed with the ICC in February 2020;

•Ameren Illinois’ annual electric energy-efficiency formula rate update filed with the ICC in May ~~2019;~~2020;

~~the February 2015 complaint case filed~~•Ameren Illinois’ QIP reconciliation hearing with the ~~FERC seeking a reduction~~ICC requested in March 2019;

•the July 2020 appeal filed by Ameren Missouri, Ameren Illinois, and ATXI challenging the FERC’s rehearing denials in the ~~allowed base return on common equity under~~transmission formula rate revision cases;

•various parties’ requests for a rehearing of the ~~MISO tariff;~~

~~the November 2018~~May 2020 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~~2013 complaint case;

•the July 2020 appeal filed by Ameren Missouri, Ameren Illinois, and ATXI challenging the May 2020 FERC order related to the November 2013 complaint case;

•the March 2019 FERC ~~separate Notices~~Notice of Inquiry regarding its allowed base ~~return~~ROE policy;

•the March 2020 FERC Notice of Proposed Rulemaking 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 sites of Ameren Illinois.

ITEM 1A. RISK FACTORS.

~~There have been no material changes to~~The Form 10-K includes a detailed discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed ~~in Part I, Item 1A, Risk Factors~~ in the Form 10-K.

Our results of operations, financial position, and liquidity have been and are expected to continue to be adversely affected by the international public health emergency associated with the COVID-19 pandemic.

The COVID-19 pandemic continues to be a rapidly evolving situation. In the first six months of 2020, we experienced a net decrease in our sales volumes, an increase in our accounts receivable balances that were past due or that were a part of a deferred payment arrangement, and a decline in our cash collections from customers. The continued effect of the COVID-19 pandemic on our results of operations, financial position, and liquidity in subsequent periods will depend on its severity and longevity, future regulatory or legislative actions with respect thereto, and the resulting impact on business, economic, and capital market conditions. It may also affect Ameren Missouri’s ability to recover any lost revenues or incremental costs. As a result of the COVID-19 pandemic, measures have been taken by local, state, and federal governments, such as travel bans, quarantines, and shelter-in place orders. Shelter-in-place orders began taking effect in our service territories in mid-March 2020. These orders generally required individuals to remain at home and precluded or limited the operation of businesses that were deemed nonessential. In mid-May 2020, shelter-in-place orders effective in our service territories began to be relaxed, with individuals allowed to leave their homes and nonessential businesses allowed to begin reopening. However, certain restrictions remain in place that limit individual activities and the operation of nonessential businesses. Additional restrictions may be imposed in the future. Ameren's business operations are deemed essential and are not directly impacted by the shelter-in-place orders. As a result of the COVID-19 pandemic, economic activity has been disrupted in the service territories of Ameren Missouri and Ameren Illinois. It has also caused disruptions in the capital markets, which could adversely affect our ability to access these markets on reasonable terms and when needed. These disruptions could continue for a prolonged period of time or become more severe.

We rely on the issuance of short-term and long-term debt and equity as significant sources of liquidity and funding for capital requirements not satisfied by our operating cash flow, as well as to refinance existing long-term debt. Disruptions to the capital markets as a result of the COVID-19 pandemic could negatively affect our ability to maintain and to expand our businesses. In addition, our credit ratings may be impacted by the economic conditions of the COVID-19 pandemic. The COVID-19 pandemic could lead to events beyond our control, such as further depressed economic conditions or extreme volatility in the debt, equity, or credit markets, and might create uncertainty that could increase our cost of capital or impair or eliminate our ability to access the debt, equity, or credit markets, including our ability to draw on bank credit facilities or issue commercial paper.

As a result of the COVID-19 pandemic, we have experienced and expect to continue to experience changes to our sales volumes. In the three and six months ended June 30, 2020, compared to the same periods in 2019, Ameren Missouri experienced a reduction in commercial and industrial electric sales volumes, partially offset by increased electric sales volumes to higher margin residential customers, excluding the estimated effects of weather and customer energy-efficiency programs. While the impacts of the COVID-19 pandemic are difficult to predict, Ameren Missouri expects the net reduction in sales volumes, excluding the estimated effects of weather and customer energy-efficiency

programs, to continue in the July through December 2020 period, compared to the same period in 2019. The COVID-19 pandemic may continue to affect Ameren Missouri’s total electric sales volumes and sales volumes by customer class beyond 2020. Assuming a ratable change in Ameren Missouri's electric sales volumes by month, a 1% change for the calendar year 2020 to residential, commercial, and industrial customers would affect earnings per diluted share by approximately 3 cents, 2 cents, and a half-cent, respectively. The actual change in earnings per diluted share will be affected by the timing of sales volume changes due to seasonal customer rates. Pursuant to the PISA, Ameren Missouri’s electric rates are limited to a 2.85% compound annual growth rate cap. Continued long-term declines in sales volumes, along with increased capital investments and operating costs, could result in Ameren Missouri’s inability to recover amounts exceeding the rate cap. Ameren Illinois also experienced decreases in electric and natural gas sales volumes in the three and six months ended June 30, 2020. While the revenues from Ameren Illinois’ electric distribution business, residential and small nonresidential customers of Ameren Illinois’ natural gas distribution business, and Ameren Illinois’ and ATXI’s electric transmission businesses are decoupled from changes in sales volumes, earnings at Ameren Missouri and, with respect to large nonresidential natural gas customers, at Ameren Illinois, are exposed to such changes.

Our customers’ payment for our services has been adversely affected by the COVID-19 pandemic, resulting in a decrease to our cash flow from operations. Ameren Missouri resumed charging late fees to commercial and industrial customers and disconnecting those customers for nonpayment in mid-July 2020, while it resumed those activities for residential customers in early August 2020, following the suspension of both disconnections and late fees for all customers in mid-March 2020. Ameren Illinois expects to resume disconnecting commercial and industrial customers and residential customers for nonpayment in mid-August 2020 and early September 2020, respectively, while it resumed charging late fees to all customers in late July 2020, following the suspension of both disconnections and late fees for all customers in mid-March 2020. However, future regulatory or legislative action could require suspension of customer disconnections and/or late fees, among other things, for an extended period of time. As of June 30, 2020, accounts receivable balances that were 30 days or greater past due or that were a part of a deferred payment arrangement represented 26%, 19%, and 33%, or $132 million, $42 million, and $90 million, of Ameren’s, Ameren Missouri’s, and Ameren Illinois’ "Accounts receivable – trade" before allowance for doubtful accounts, respectively. As of June 30, 2019, these percentages were 17%, 11%, and 25%, or $83 million, $24 million, and $59 million, for Ameren, Ameren Missouri, and Ameren Illinois, respectively. Ameren Illinois' electric distribution and natural gas distribution businesses have bad debt riders, which provide for recovery of bad debt write-offs, net of any subsequent recoveries. In 2020, Ameren Illinois’ electric bad debt rider provides for the recovery of bad debt expense. However, Ameren Missouri does not have a bad debt rider or regulatory tracking mechanism and its earnings are exposed to increases in bad debt expense, which could result in higher bad debt write-offs. If Ameren Missouri seeks recovery of certain COVID-19 pandemic related costs, it could be unsuccessful in obtaining regulatory approval to recover them, which may adversely affect Ameren and Ameren Missouri’s results of operations.

In addition, suppliers and contractors may not perform as provided under their contracts. This could cause delays in construction projects, including additional delays related to Ameren Missouri’s expected acquisition of two wind generation facilities, or the performance of necessary maintenance to our electric and natural gas infrastructure, which could lead to failures of equipment that can result in unanticipated liabilities or unplanned outages. Delays in our construction projects could also result in reduced planned capital expenditures and decreased rate base growth.

Also, our businesses depend on skilled professional and technical employees. Our operations could be adversely affected if a large portion of our employees contracted COVID-19 or became quarantined at the same time. This could lead to facility shutdowns and disruptions in the delivery of electricity and natural gas to our customers. In addition, remote working arrangements increase our data security risks, including loss of data related to sensitive customer, employee, financial, and operating system information, through insider or outsider actions.

Ameren cannot predict the extent or duration of the COVID-19 pandemic or its effects on the global, national, or local economy, the capital markets, or its customers, suppliers, business continuity plans, results of operations, financial position, liquidity, planned rate base growth, or sales volumes.

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~~April 1, ~~2019,~~2020, to ~~September~~June 30, ~~2019~~.

2020.

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:

~~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)
~~AMEREN CORPORATION~~ ~~(Registrant)~~
/s/ Michael L. Moehn
~~/s/ Martin J. Lyons, Jr.~~
~~Martin J. Lyons, Jr.~~ Michael L. Moehn Executive Vice President and Chief Financial Officer (Principal Financial Officer)


UNION ELECTRIC COMPANY (Registrant)

/s/ ~~Martin J. Lyons, Jr.~~Michael L. Moehn
~~Martin J. Lyons, Jr.~~ Michael L. Moehn Executive Vice President and Chief Financial Officer (Principal Financial Officer)


AMEREN ILLINOIS COMPANY (Registrant)

/s/ ~~Martin J. Lyons, Jr.~~Michael L. Moehn
~~Martin J. Lyons, Jr.~~ Michael L. Moehn Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: ~~November 8, 2019~~

August 7, 2020



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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	AEE	New York Stock Exchange


	September 30, 2019			December 31, 2018				June 30, 2020		December 31, 2019
ASSETS							ASSETS
Current Assets:							Current Assets:
Cash and cash equivalents	$	20		$	16		Cash and cash equivalents	$	8	$	16
Accounts receivable – trade (less allowance for doubtful accounts of $19 and $18, respectively)	478			463
Accounts receivable – trade (less allowance for doubtful accounts of $25 and $17, respectively)							Accounts receivable – trade (less allowance for doubtful accounts of $25 and $17, respectively)	486		393
Unbilled revenue	273			295			Unbilled revenue	323		278
Miscellaneous accounts receivable	56			79			Miscellaneous accounts receivable	76		63
Inventories	488			483			Inventories	514		494

Current regulatory assets	74			134			Current regulatory assets	82		69

Other current assets	106			63			Other current assets	131		118

Total current assets	1,495			1,533			Total current assets	1,620		1,431
Property, Plant, and Equipment, Net	23,894			22,810			Property, Plant, and Equipment, Net	25,081		24,376
Investments and Other Assets:							Investments and Other Assets:
Nuclear decommissioning trust fund	798			684			Nuclear decommissioning trust fund	854		847
Goodwill	411			411			Goodwill	411		411

Regulatory assets	1,168			1,127			Regulatory assets	1,133		992
Other assets	780			650			Other assets	917		876

Total investments and other assets	3,157			2,872			Total investments and other assets	3,315		3,126
TOTAL ASSETS	$	28,546		$	27,215		TOTAL ASSETS	$	30,016	$	28,933
LIABILITIES AND EQUITY							LIABILITIES AND EQUITY
Current Liabilities:							Current Liabilities:
Current maturities of long-term debt	$	336		$	580		Current maturities of long-term debt	$	357	$	442
Short-term debt	544			597			Short-term debt	120		440
Accounts and wages payable	598			817			Accounts and wages payable	616		874
Taxes accrued	164			53			Taxes accrued	142		37
Interest accrued							Interest accrued	118		94
Customer deposits							Customer deposits	126		111

Current regulatory liabilities	121			149			Current regulatory liabilities	147		164

Other current liabilities	522			491			Other current liabilities	374		343

Total current liabilities	2,285			2,687			Total current liabilities	2,000		2,505
Long-term Debt, Net	8,651			7,859			Long-term Debt, Net	10,171		8,915
Deferred Credits and Other Liabilities:							Deferred Credits and Other Liabilities:
Accumulated deferred income taxes and investment tax credits, net	2,902			2,666			Accumulated deferred income taxes and investment tax credits, net	3,034		2,919

Regulatory liabilities	4,845			4,637			Regulatory liabilities	4,933		4,887
Asset retirement obligations	671			627			Asset retirement obligations	639		638
Pension and other postretirement benefits	522			558			Pension and other postretirement benefits	414		401
Other deferred credits and liabilities	466			408			Other deferred credits and liabilities	456		467

Total deferred credits and other liabilities	9,406			8,896			Total deferred credits and other liabilities	9,476		9,312
Commitments and Contingencies (Notes 2, 9, and 10)							Commitments and Contingencies (Notes 2, 9, and 10)
Ameren Corporation Shareholders’ Equity:							Ameren Corporation Shareholders’ Equity:
Common stock, $.01 par value, 400.0 shares authorized – shares outstanding of 246.0 and 244.5, respectively	2			2
Common stock, $.01 par value, 400.0 shares authorized – shares outstanding of 247.1 and 246.2, respectively							Common stock, $.01 par value, 400.0 shares authorized – shares outstanding of 247.1 and 246.2, respectively	2		2
Other paid-in capital, principally premium on common stock	5,673			5,627			Other paid-in capital, principally premium on common stock	5,716		5,694
Retained earnings	2,408			2,024			Retained earnings	2,525		2,380
Accumulated other comprehensive loss	(21		)	(22		)	Accumulated other comprehensive loss	(16)		(17)

Total Ameren Corporation shareholders’ equity	8,062			7,631			Total Ameren Corporation shareholders’ equity	8,227		8,059
Noncontrolling Interests	142			142			Noncontrolling Interests	142		142
Total equity	8,204			7,773			Total equity	8,369		8,201
TOTAL LIABILITIES AND EQUITY	$	28,546		$	27,215		TOTAL LIABILITIES AND EQUITY	$	30,016	$	28,933

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019

Common Stock	$	2	$	2	$	2	$	2




Other Paid-in Capital:
Beginning of period	5,695		5,625		5,694		5,627

Shares issued under the DRPlus and 401(k) plan	14		18		27		37
Stock-based compensation activity	7		6		(5)		(15)



Other paid-in capital, end of period	5,716		5,649		5,716		5,649

Retained Earnings:
Beginning of period	2,404		2,099		2,380		2,024
Net income attributable to Ameren common shareholders	243		179		389		370
Dividends	(122)		(117)		(244)		(233)

Retained earnings, end of period	2,525		2,161		2,525		2,161

Accumulated Other Comprehensive Income (Loss):




Deferred retirement benefit costs, beginning of period	(16)		(21)		(17)		(22)

Change in deferred retirement benefit costs	—		—		1		1

Deferred retirement benefit costs, end of period	(16)		(21)		(16)		(21)
Total accumulated other comprehensive loss, end of period	(16)		(21)		(16)		(21)
Total Ameren Corporation Shareholders’ Equity	$	8,227	$	7,791	$	8,227	$	7,791

Noncontrolling Interests:
Beginning of period	142		142		142		142
Net income attributable to noncontrolling interest holders	1		1		3		3
Dividends paid to noncontrolling interest holders	(1)		(1)		(3)		(3)



Noncontrolling interests, end of period	142		142		142		142
Total Equity	$	8,369	$	7,933	$	8,369	$	7,933


Common stock shares outstanding at beginning of period	246.9		245.6		246.2		244.5
Shares issued under the DRPlus and 401(k) plan	0.2		0.2		0.4		0.5
Shares issued for stock-based compensation	—		—		0.5		0.8
Common stock shares outstanding at end of period	247.1		245.8		247.1		245.8

Dividends per common share	$	0.4950	$	0.4750	$	0.9900	$	0.9500



☒			Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



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



	~~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.~~


	June 30, 2020		December 31, 2019
Ameren (parent)	$	—	$	153
Ameren Missouri	79		234
Ameren Illinois	41		53
Ameren consolidated	$	120	$	440


	Ameren (parent)			Ameren Missouri				Ameren Illinois			Ameren Consolidated
2020
Average daily amount outstanding	$	93		$	202			$	40		$	335

Weighted-average interest rate	2.05		%	1.86		%		1.98		%	1.92		%
Peak amount outstanding during period^(a)	$	425		$	573			$	150		$	908
Peak interest rate	3.30		%	5.05		%	^(b)	3.40		%	5.05		%	^(b)
2019
Average daily amount outstanding	$	542		$	174			$	106		$	822

Weighted-average interest rate	2.80		%	2.79		%		2.72		%	2.79		%
Peak amount outstanding during period^(a)	$	636		$	549			$	202		$	1,113
Peak interest rate	3.10		%	2.97		%		2.90		%	3.10		%


~~(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 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.~~



	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



	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



	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



			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


~~(c)~~	~~The Level 3 fair value amount consists of ATXI’s senior unsecured notes.~~


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


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


				Three Months						Six Months
Agreement	Income Statement Line Item			Ameren Missouri		Ameren Illinois		Ameren Missouri		Ameren Illinois
Ameren Missouri power supply	Operating Revenues	2020	$	3	$	(a)	$	6	$	(a)
agreements with Ameren Illinois		2019		2		(a)		2		(a)
Ameren Missouri and Ameren Illinois	Operating Revenues	2020	$	6	$	(b)	$	13	$	1
rent and facility services		2019		6		(b)		13		1
Ameren Missouri and Ameren Illinois	Operating Revenues	2020	$	1	$	(b)	$	1	$	(b)
miscellaneous support services		2019		(b)		1		(b)		1


Total Operating Revenues		2020	$	10	$	(b)	$	20	$	1
		2019		8		1		15		2
Ameren Illinois power supply	Purchased Power	2020	$	(a)	$	3	$	(a)	$	6
agreements with Ameren Missouri		2019		(a)		2		(a)		2
Ameren Illinois transmission	Purchased Power	2020	$	(a)	$	1	$	(a)	$	1
services with ATXI		2019		(a)		(b)		(a)		(b)
Total Purchased Power		2020	$	(a)	$	4	$	(a)	$	7
		2019		(a)		2		(a)		2
Ameren Missouri and Ameren Illinois	Other Operations and Maintenance	2020	$	(b)	$	1	$	(b)	$	2
rent and facility services		2019		1		2		1		3
Ameren Services support services	Other Operations and Maintenance	2020	$	32	$	31	$	67	$	64
agreement		2019		32		31		64		61
Total Other Operations and		2020	$	32	$	32	$	67	$	66
Maintenance		2019		33		33		65		64
Money pool borrowings (advances)	(Interest Charges)/Other Income, Net	2020	$	(b)	$	(b)	$	(b)	$	(b)
		2019		(b)		(b)		(b)		(b)


	Coal		Natural Gas^(a)		Nuclear Fuel		Purchased Power^(b)(c)			Methane Gas		Other		Total
Ameren:
2020	$	172	$	102	$	7	$	115	^(d)	$	1	$	59	$	456
2021	235		148		57		113		^(d)	3		57		613
2022	193		89		11		37			3		26		359
2023	113		52		45		12			3		24		249
2024	94		21		15		2			3		23		158
Thereafter	55		72		16		—			21		63		227
Total	$	862	$	484	$	151	$	279		$	34	$	252	$	2,062
Ameren Missouri:
2020	$	172	$	22	$	7	$	—		$	1	$	44	$	246
2021	235		33		57		—			3		40		368
2022	193		20		11		—			3		26		253
2023	113		16		45		—			3		24		201
2024	94		6		15		—			3		23		141
Thereafter	55		21		16		—			21		26		139
Total	$	862	$	118	$	151	$	—		$	34	$	183	$	1,348
Ameren Illinois:
2020	$	—	$	80	$	—	$	115	^(d)	$	—	$	10	$	205
2021	—		115		—		113		^(d)	—		12		240
2022	—		69		—		37			—		—		106
2023	—		36		—		12			—		—		48
2024	—		15		—		2			—		—		17
Thereafter	—		51		—		—			—		—		51
Total	$	—	$	366	$	—	$	279		$	—	$	22	$	667


~~(a)~~	~~Includes amounts for generation and for distribution.~~


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


~~(d)~~	In January 2018, as required by the FEJA, Ameren Illinois entered into 10-year agreements to acquire zero emission credits. Annual zero emission credit commitment amounts will be published by the IPA each May prior to the start of the subsequent planning year. The amounts above reflect Ameren Illinois’ commitment to acquire approximately $44 million of zero emission credits through May 2020.


Type and Source of Coverage	Most Recent Renewal Date	Maximum Coverages			Maximum Assessments for Single Incidents
Public liability and nuclear worker liability:
American Nuclear Insurers	January 1, 2020	$	450		$	—
Pool participation	(a)	13,348		^(a)	138		^(b)
		$	13,798	^(c)	$	138
Property damage:
NEIL and EMANI	April 1, 2020	$	3,200	^(d)	$	25	^(e)
Replacement power:
NEIL	April 1, 2020	$	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
	Three Months						Six Months						Three Months				Six Months
	2020		2019		2020		2019		2020		2019		2020		2019
Service cost^(a)	$	28	$	22	$	55	$	44	$	6	$	5	$	10	$	9
Non-service cost components:
Interest cost	44		46		87		93		9		10		19		21
Expected return on plan assets	(72)		(69)		(145)		(138)		(20)		(19)		(40)		(38)
Amortization of:

Prior service benefit	(1)		—		(1)		—		(1)		(2)		(2)		(3)
Actuarial loss (gain)	16		7		30		13		(2)		(3)		(4)		(7)
Total non-service cost components^(b)	$	(13)	$	(16)	$	(29)	$	(32)	$	(14)	$	(14)	$	(27)	$	(27)

Net periodic benefit cost (income)	$	15	$	6	$	26	$	12	$	(8)	$	(9)	$	(17)	$	(18)


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


~~(b)~~	~~Non-service cost components are reflected in “Other Income, Net” on Ameren’s statement of income. See Note 5 – Other Income, Net for additional information.~~