Long-Term Debt And Equity Financings

12 Months Ended

Dec. 31, 2019

Long-Term Debt And Equity Financings [Abstract]

LONG-TERM DEBT AND EQUITY FINANCINGS

LONG-TERM DEBT AND EQUITY FINANCINGS

The following table presents long-term debt outstanding, including maturities due within one year, as of December 31, 2019 and 2018:

	2019			2018
Ameren (Parent):
2.70% Senior unsecured notes due 2020	$	350		$	350
2.50% Senior unsecured notes due 2024	450			—
3.65% Senior unsecured notes due 2026	350			350
Total long-term debt, gross	1,150			700
Less: Unamortized debt issuance costs	(6		)	(3		)
Less: Maturities due within one year	(350		)	—
Long-term debt, net	$	794		$	697
Ameren Missouri:
Bonds and notes:
6.70% Senior secured notes due 2019	$	—		$	329
5.10% Senior secured notes due 2019	—			244
5.00% Senior secured notes due 2020(a)	85			85
1.60% 1992 Series bonds due 2022(b)(c)	47			47
3.50% Senior secured notes due 2024(a)	350			350
2.95% Senior secured notes due 2027(a)	400			400
5.45% First mortgage bonds due 2028	—			(d)
3.50% First mortgage bonds due 2029(f)	450			—
2.90% 1998 Series A bonds due 2033(b)(c)	60			60
2.90% 1998 Series B bonds due 2033(b)(c)	50			50
2.75% 1998 Series C bonds due 2033(b)(c)	50			50
5.50% Senior secured notes due 2034(a)	184			184
5.30% Senior secured notes due 2037(a)	300			300
8.45% Senior secured notes due 2039(a)(e)	350			350
3.90% Senior secured notes due 2042(a)(e)	485			485
3.65% Senior secured notes due 2045(a)	400			400
4.00% First mortgage bonds due 2048(f)	425			425
3.25% First mortgage bonds due 2049(f)	330			—
Finance obligations:
City of Bowling Green agreement (Peno Creek CT) due 2022(g)	23			30
Audrain County agreement (Audrain County CT) due 2023(g)	240			240
Total long-term debt, gross	4,229			4,029
Less: Unamortized discount and premium	(9		)	(9		)
Less: Unamortized debt issuance costs	(30		)	(22		)
Less: Maturities due within one year	(92		)	(580		)
Long-term debt, net	$	4,098		$	3,418

	2019			2018
Ameren Illinois:
Bonds and notes:
2.70% Senior secured notes due 2022(h)(i)	$	400		$	400
5.90% First mortgage bonds due 2023	—			(d)
5.70% First mortgage bonds due 2024	—			(d)
3.25% Senior secured notes due 2025(h)	300			300
6.125% Senior secured notes due 2028(h)	60			60
1993 Series B-1 Senior unsecured notes due 2028(c)	—			17
3.80% First mortgage bonds due 2028(j)	430			430
6.70% Senior secured notes due 2036(h)	61			61
6.70% Senior secured notes due 2036(h)	42			42
4.80% Senior secured notes due 2043(h)	280			280
4.30% Senior secured notes due 2044(h)	250			250
4.15% Senior secured notes due 2046(h)	490			490
3.70% First mortgage bonds due 2047(j)	500			500
4.50% First mortgage bonds due 2049(j)	500			500
3.25% First mortgage bonds due 2050(j)	300			—
Total long-term debt, gross	3,613			3,330
Less: Unamortized discount and premium	(4		)	(3		)
Less: Unamortized debt issuance costs	(34		)	(31		)
Long-term debt, net	$	3,575		$	3,296
ATXI:
3.43% Senior notes due 2050(k)	$	450		$	450
Total long-term debt, gross	450			450
Less: Unamortized debt issuance costs	(2		)	(2		)
Long-term debt, net	$	448		$	448
Ameren consolidated long-term debt, net	$	8,915		$	7,859

(a) These notes are collaterally secured by first mortgage bonds issued by Ameren Missouri under the Ameren Missouri mortgage indenture. The notes have a fall-away lien provision and will remain secured only as long as any first mortgage bonds issued under the Ameren Missouri mortgage indenture remain outstanding. Redemption, purchase, or maturity of all first mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the first mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Considering the 2049 maturity of the 3.25% first mortgage bonds and the restrictions preventing a release date to occur that are attached to certain senior secured notes described in footnote (e) below, Ameren Missouri does not expect the first mortgage lien protection associated with these notes to fall away.

(b) These bonds are collaterally secured by first mortgage bonds issued by Ameren Missouri under the Ameren Missouri mortgage indenture and have a fall-away lien provision similar to that of Ameren Missouri’s senior secured notes.

(c) Prior to the change in the method of determining the interest rates applicable to the Ameren Missouri bonds and the extinguishment of Ameren Illinois’ senior unsecured notes, the interest rates and the periods during which such rates apply varied depending on our selection of defined rate modes. The average interest rates for the respective applicable period in 2019 and the year ended December 31, 2018 were as follows:

	2019	2018
Ameren Missouri 1992 Series due 2022	2.58%	2.37%
Ameren Missouri 1998 Series A due 2033	3.43%	2.76%
Ameren Missouri 1998 Series B due 2033	3.57%	2.79%
Ameren Missouri 1998 Series C due 2033	3.43%	2.83%
Ameren Illinois 1993 Series B-1 due 2028	1.68%	1.58%

(d) Amount less than $1 million.

(e) Ameren Missouri has agreed that so long as any of the 3.90% senior secured notes due 2042 are outstanding, Ameren Missouri will not permit a release date to occur, and so long as any of the 8.45% senior secured notes due 2039 are outstanding, Ameren Missouri will not optionally redeem, purchase, or otherwise retire in full the outstanding first mortgage bonds not subject to release provisions.

(f) These bonds are first mortgage bonds issued by Ameren Missouri under the Ameren Missouri bond indenture. They are secured by substantially all Ameren Missouri property and franchises.

(g) Payments due related to these financing obligations are paid to a trustee, which is authorized to utilize the cash only to pay equal amounts due to Ameren Missouri under related bonds issued by the city/county and held by Ameren Missouri. The timing and amounts of payments due from Ameren Missouri under the agreements are equal to the timing and amount of bond service payments due to Ameren Missouri, resulting in no net cash flow. The balance of both the financing obligations and the related investments in debt securities, recorded in “Other Assets,” was $263 million and $270 million, respectively, as of December 31, 2019 and 2018.

(h) These notes are collaterally secured by first mortgage bonds issued by Ameren Illinois under its mortgage indenture. They are secured by substantially all Ameren Illinois property and franchises. The notes have a fall-away lien provision and will remain secured only as long as any series of first mortgage bonds issued under its mortgage indenture remain outstanding. Redemption, purchase, or maturity of all first mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the first mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Considering the 2050 maturity date of the 3.25% first mortgage bonds, Ameren Illinois does not expect the first mortgage lien protection associated with these notes to fall away.

(i) Ameren Illinois has agreed that so long as any of the 2.70% senior secured notes due 2022 are outstanding, Ameren Illinois will not permit a release date to occur.

(j) These bonds are first mortgage bonds issued by Ameren Illinois under its mortgage indenture. They are secured by substantially all Ameren Illinois property and franchises.

(k) The following table presents the principal maturities schedule for the 3.43% senior notes due 2050:

Payment Date		Principal Payment
August 2022	$	49.5
August 2024		49.5
August 2027		49.5
August 2030		49.5
August 2032		49.5
August 2038		49.5
August 2043		76.5
August 2050		76.5
Total	$	450.0

The following table presents the aggregate maturities of long-term debt, including current maturities, at December 31, 2019:

	Ameren (parent)(a)		Ameren Missouri(a)		Ameren Illinois(a)		ATXI(a)		Ameren Consolidated(a)
2020	$	350	$	92	$	—	$	—	$	442
2021	—		8		—		—		8
2022	—		55		400		50		505
2023	—		240		—		—		240
2024	450		350		—		50		850
Thereafter	350		3,484		3,213		350		7,397
Total	$	1,150	$	4,229	$	3,613	$	450	$	9,442

(a) Excludes unamortized discount, unamortized premium, and debt issuance costs of $6 million, $39 million, $38 million and $2 million at Ameren (parent), Ameren Missouri, Ameren Illinois and ATXI, respectively.

All classes of Ameren Missouri’s and Ameren Illinois’ preferred stock are entitled to cumulative dividends, have voting rights, and are not subject to mandatory redemption. The preferred stock of Ameren’s subsidiaries is included in “Noncontrolling Interests” on Ameren’s consolidated balance sheet. The following table presents the outstanding preferred stock of Ameren Missouri and Ameren Illinois, which is redeemable at the option of the issuer, at the prices shown below as of December 31, 2019 and 2018:

	Shares Outstanding	Redemption Price (per share)			2019		2018
Ameren Missouri:
Without par value and stated value of $100 per share, 25 million shares authorized
$3.50 Series	130,000 shares	$	110.00		$	13	$	13
$3.70 Series	40,000 shares	104.75			4		4
$4.00 Series	150,000 shares	105.625			15		15
$4.30 Series	40,000 shares	105.00			4		4
$4.50 Series	213,595 shares	110.00		(a)	21		21
$4.56 Series	200,000 shares	102.47			20		20
$4.75 Series	20,000 shares	102.176			2		2
$5.50 Series A	14,000 shares	110.00			1		1
Total					$	80	$	80
Ameren Illinois:
With par value of $100 per share, 2 million shares authorized
4.00% Series	144,275 shares	$	101.00		$	14	$	14
4.08% Series	45,224 shares	103.00			5		5
4.20% Series	23,655 shares	104.00			2		2
4.25% Series	50,000 shares	102.00			5		5
4.26% Series	16,621 shares	103.00			2		2
4.42% Series	16,190 shares	103.00			2		2
4.70% Series	18,429 shares	103.00			2		2
4.90% Series	73,825 shares	102.00			7		7
4.92% Series	49,289 shares	103.50			5		5
5.16% Series	50,000 shares	102.00			5		5
6.625% Series	124,274 shares	100.00			12		12
7.75% Series	4,542 shares	100.00			1		1
Total					$	62	$	62
Total Ameren					$	142	$	142

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

Ameren has 100 million shares of $0.01 par value preferred stock authorized, with no such shares outstanding. Ameren Missouri has 7.5 million shares of $1 par value preference stock authorized, with no such shares outstanding. Ameren Illinois has 2.6 million shares of no par value preferred stock authorized, with no such shares outstanding.

Ameren

Under the DRPlus and its 401(k) plan, Ameren issued 0.9 million and 1.2 million shares of common stock in 2019 and 2018, respectively, and received proceeds of $68 million and $74 million for the respective years. In addition, Ameren issued 0.8 million and 0.7 million shares of common stock valued at $54 million and $35 million in 2019 and 2018, respectively, for no cash consideration in connection with stock-based compensation. Ameren did not issue any common stock in 2017.

In October 2018, Ameren filed a Form S-8 registration statement with the SEC, authorizing the offering of 4 million additional shares of its common stock under its 401(k) plan. Shares of common stock issuable under the 401(k) plan are, at Ameren’s option, newly issued shares, treasury shares, or shares purchased in the open market or in privately negotiated transactions.

In May 2017, Ameren filed a Form S-3 registration statement with the SEC, authorizing the offering of 6 million additional shares of its common stock under the DRPlus, which expires in May 2020. Shares of common stock sold under the DRPlus are, at Ameren’s option, newly issued shares, treasury shares, or shares purchased in the open market or in privately negotiated transactions..

In December 2017, Ameren, Ameren Missouri, and Ameren Illinois filed a Form S-3 shelf registration statement with the SEC, registering the issuance of an indeterminate amount of certain types of securities. The registration statement became effective immediately upon filing and expires in December 2020.

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 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 December 31, 2019, 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 $555 million. The forward sale could have also been settled at December 31, 2019, with delivery of approximately $25 million of cash or approximately 0.3 million shares of common stock to the counterparty, if Ameren had elected to net cash or net share, 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, the forward sale agreement could have a dilutive effect on earnings per share.

In September 2019, Ameren issued $450 million of 2.50% senior unsecured notes due September 2024, with interest payable semiannually on March 15 and September 15 of each year, beginning March 15, 2020. Ameren received net proceeds of $447 million, which were used to repay outstanding short-term debt.

Ameren Missouri

In February 2020, $85 million principal amount of Ameren Missouri’s 5.00% senior secured notes matured and were repaid with commercial paper borrowings.

In March 2019, Ameren Missouri issued $450 million of 3.50% first mortgage bonds due March 2029, with interest payable semiannually on March 15 and September 15 of each year, beginning September 15, 2019. Ameren Missouri received net proceeds of $447 million, which were used to repay outstanding short-term debt, including short-term debt that Ameren Missouri incurred in connection with the repayment of $329 million of its 6.70% senior secured notes that matured 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 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)	2.58%	3.43%	3.57%	3.43%
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.

In April 2018, Ameren Missouri issued $425 million of 4.00% first mortgage bonds due April 2048, with interest payable semiannually on April 1 and October 1 of each year, beginning October 1, 2018. Ameren Missouri received net proceeds of $419 million, which were used to repay outstanding short-term debt, including short-term debt that Ameren Missouri incurred in connection with the repayment of $179 million of its 6.00% senior secured notes that matured April 1, 2018.

In August 2018, $199 million principal amount of Ameren Missouri’s 5.10% senior secured notes matured and were repaid with cash on hand.

For information on Ameren Missouri’s capital contributions, refer to Capital Contributions in Note 13 – Related-party Transactions.

Ameren Illinois

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

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

In November 2019, Ameren Illinois issued $300 million of 3.25% first mortgage bonds due March 2050, with interest payable semiannually on March 15 and September 15 of each year, beginning March 15, 2020. Ameren Illinois received net proceeds of $296 million, which were used to repay outstanding short-term debt.

In May 2018, Ameren Illinois issued $430 million of 3.80% first mortgage bonds due May 2028, with interest payable semiannually on May 15 and November 15 of each year, beginning November 15, 2018. Ameren Illinois received net proceeds of $427 million, which were used to repay outstanding short-term debt, including short-term debt that Ameren Illinois incurred in connection with the repayment of $144 million of its 6.25% senior secured notes that matured April 1, 2018.

In November 2018, Ameren Illinois issued $500 million of 4.50% first mortgage bonds due March 2049, with interest payable semiannually on March 15 and September 15 of each year, beginning March 15, 2019. Ameren Illinois received net proceeds of $495 million, which were used to repay outstanding short-term debt, including short-term debt that Ameren Illinois incurred in connection with the repayment of $313 million of its 9.75% senior secured notes that matured November 15, 2018.

For information on Ameren Illinois’ capital contributions, refer to Capital Contributions in Note 13 – Related-party Transactions.

Indenture Provisions and Other Covenants

Ameren Missouri’s and Ameren Illinois’ indentures and articles of incorporation include covenants and provisions related to issuances of first mortgage bonds and preferred stock. Ameren Missouri and Ameren Illinois are required to meet certain ratios to issue additional first mortgage bonds and preferred stock. A failure to achieve these ratios would not result in a default under these covenants and provisions but would restrict the companies’ ability to issue bonds or preferred stock. The following table summarizes the required and actual interest coverage ratios for interest charges, dividend coverage ratios, and bonds and preferred stock issuable as of December 31, 2019, at an assumed interest rate of 5% and dividend rate of 6%.

	Required Interest Coverage Ratio(a)	Actual Interest Coverage Ratio	Bonds Issuable(b)		Required Dividend Coverage Ratio(c)	Actual Dividend Coverage Ratio	Preferred Stock Issuable
Ameren Missouri	>2.0	4.0	$	5,251	>2.5	125.7	$	2,808
Ameren Illinois	>2.0	6.8	6,668		>1.5	3.2	203		(d)

(a) Coverage required on the annual interest charges on first mortgage bonds outstanding and to be issued. Coverage is not required in certain cases when additional first mortgage bonds are issued on the basis of retired bonds.

(b) Amount of bonds issuable based either on required coverage ratios or unfunded property additions, whichever is more restrictive. The amounts shown also include bonds issuable based on retired bond capacity of $2,358 million and $643 million at Ameren Missouri and Ameren Illinois, respectively.

(c) Coverage required on the annual dividend on preferred stock outstanding and to be issued, as required in the respective company’s articles of incorporation.

(d) Preferred stock issuable is restricted by the amount of preferred stock that is currently authorized by Ameren Illinois’ articles of incorporation.

Ameren’s indenture does not require Ameren to comply with any quantitative financial covenants. The indenture does, however, include certain cross-default provisions. Specifically, either (1) the failure by Ameren to pay when due and upon expiration of any applicable grace period any portion of any Ameren indebtedness in excess of $25 million, or (2) the acceleration upon default of the maturity of any Ameren

indebtedness in excess of $25 million under any indebtedness agreement, including borrowings under the Credit Agreements or the Ameren commercial paper program, constitutes a default under the indenture, unless such past due or accelerated debt is discharged or the acceleration is rescinded or annulled within a specified period.

Ameren Missouri and Ameren Illinois and certain other nonregistrant Ameren subsidiaries are subject to Section 305(a) of the Federal Power Act, which makes it unlawful for any officer or director of a public utility, as defined in the Federal Power Act, to participate in the making or paying of any dividend from any funds “properly included in capital account.” The FERC has consistently interpreted the provision to allow dividends to be paid as long as (1) the source of the dividends is clearly disclosed, (2) the dividends are not excessive, and (3) there is no self-dealing on the part of corporate officials. At a minimum, Ameren believes that dividends can be paid by its subsidiaries that are public utilities from net income and retained earnings. In addition, under Illinois law, Ameren Illinois and ATXI may not pay any dividend on their respective stock unless, among other things, their respective earnings and earned surplus are sufficient to declare and pay a dividend after provisions are made for reasonable and proper reserves, or unless Ameren Illinois or ATXI has specific authorization from the ICC.

Ameren Illinois’ articles of incorporation require dividend payments on its common stock to be based on ratios of common stock to total capitalization and other provisions related to certain operating expenses and accumulations of earned surplus. Ameren Illinois has made a commitment to the FERC to maintain a minimum 30% ratio of common stock equity to total capitalization. As of December 31, 2019, using the FERC-agreed upon calculation method, Ameren Illinois’ ratio of common stock equity to total capitalization was 51%.

ATXI’s note purchase agreement includes financial covenants that require ATXI not to permit at any time (1) debt to exceed 70% of total capitalization or (2) secured debt to exceed 10% of total assets.

At December 31, 2019, the Ameren Companies were in compliance with the provisions and covenants contained in their indentures and articles of incorporation, as applicable, and ATXI was in compliance with the provisions and covenants contained in its note purchase agreement. In order for the Ameren Companies to issue securities in the future, they will have to comply with all applicable requirements in effect at the time of any such issuances.

Off-Balance-Sheet Arrangements

At December 31, 2019, 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.