LONG-TERM DEBT AND EQUITY FINANCINGS

The following table presents long-term debt outstanding, including maturities due within one year, for the Ameren Companies as of December 31, 2016 and 2015:



	2016			2015
Ameren (Parent):
2.70% Senior unsecured notes due 2020	$	350		$	350
3.65% Senior unsecured notes due 2026	350			350
Total long-term debt, gross	700			700
Less: Unamortized debt issuance costs	(6		)	(6		)
Long-term debt, net	$	694		$	694
Ameren Missouri:
Senior secured notes:^(a)
5.40% Senior secured notes due 2016	—			260
6.40% Senior secured notes due 2017	425			425
6.00% Senior secured notes due 2018^(b)	179			179
5.10% Senior secured notes due 2018	199			199
6.70% Senior secured notes due 2019^(b)	329			329
5.10% Senior secured notes due 2019	244			244
5.00% Senior secured notes due 2020	85			85
3.50% Senior secured notes due 2024	350			350
5.50% Senior secured notes due 2034	184			184
5.30% Senior secured notes due 2037	300			300
8.45% Senior secured notes due 2039^(b)	350			350
3.90% Senior secured notes due 2042^(b)	485			485
3.65% Senior secured notes due 2045	400			250
Environmental improvement and pollution control revenue bonds:
1992 Series due 2022^(c)(d)	47			47
1993 5.45% Series due 2028^(e)	(e)			(e)
1998 Series A due 2033^(c)(d)	60			60
1998 Series B due 2033^(c)(d)	50			50
1998 Series C due 2033^(c)(d)	50			50
Capital lease obligations:
City of Bowling Green capital lease (Peno Creek CT) due 2022	42			48
Audrain County capital lease (Audrain County CT) due 2023	240			240
Total long-term debt, gross	4,019			4,135
Less: Unamortized discount and premium	(6		)	(6		)
Less: Unamortized debt issuance costs	(19		)	(19		)
Less: Maturities due within one year	(431		)	(266		)
Long-term debt, net	$	3,563		$	3,844



	2016			2015
Ameren Illinois:
Senior secured notes:
6.20% Senior secured notes due 2016	$	—		$	54
6.25% Senior secured notes due 2016	—			75
6.125% Senior secured notes due 2017^(g)(h)	250			250
6.25% Senior secured notes due 2018^(g)(h)	144			144
9.75% Senior secured notes due 2018^(g)(h)	313			313
2.70% Senior secured notes due 2022^(g)(h)	400			400
3.25% Senior secured notes due 2025^(g)	300			300
6.125% Senior secured notes due 2028^(g)	60			60
6.70% Senior secured notes due 2036^(g)	61			61
6.70% Senior secured notes due 2036^(f)	42			42
4.80% Senior secured notes due 2043^(g)	280			280
4.30% Senior secured notes due 2044^(g)	250			250
4.15% Senior secured notes due 2046^(g)	490			250
Environmental improvement and pollution control revenue bonds:
5.90% Series 1993 due 2023⁽ⁱ⁾	(i)			(i)
5.70% 1994A Series due 2024^(j)	(j)			(j)
1993 Series B-1 due 2028^(d)(k)	17			17
Total long-term debt, gross	2,607			2,496
Less: Unamortized discount and premium	—			(7		)
Less: Unamortized debt issuance costs	(19		)	(18		)
Less: Maturities due within one year	(250		)	(129		)
Long-term debt, net	$	2,338		$	2,342
Ameren consolidated long-term debt, net	$	6,595		$	6,880

(a)

These notes are collaterally secured by first mortgage bonds issued by Ameren Missouri under the Ameren Missouri mortgage indenture. The notes have a fall-away lien provision and will remain secured only as long as any first mortgage bonds issued under the Ameren Missouri mortgage indenture remain outstanding. Redemption, purchase, or maturity of all first mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the first mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Considering the Ameren Missouri senior secured notes currently outstanding, we do not expect the first mortgage bond lien protection associated with these notes to fall away before 2042.

(b)

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 6.70% senior secured notes due 2019, 6.00% senior secured notes due 2018, and 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.


(c)	These bonds are collaterally secured by first mortgage bonds issued by Ameren Missouri under the Ameren Missouri mortgage indenture and have a fall-away lien provision similar to that of Ameren Missouri's senior secured notes. The bonds are also backed by an insurance guarantee policy.


(d)	The interest rates and the periods during which such rates apply vary depending on our selection of defined rate modes. Maximum interest rates could reach 18%, depending on the series of bonds. The bonds are callable at 100% of par value. The average interest rates for 2016 and 2015 were as follows:



	2016	2015
Ameren Missouri 1992 Series due 2022	0.66%	0.06%
Ameren Missouri 1998 Series A due 2033	0.91%	0.24%
Ameren Missouri 1998 Series B due 2033	0.92%	0.24%
Ameren Missouri 1998 Series C due 2033	0.97%	0.24%
Ameren Illinois 1993 Series B-1 due 2028	0.70%	0.49%


(e)	These bonds are first mortgage bonds issued by Ameren Missouri under the Ameren Missouri mortgage bond indenture and are secured by substantially all Ameren Missouri property and franchises. The bonds are callable at 100% of par value. Less than $1 million principal amount of the bonds remain outstanding.


(f)	These notes are collaterally secured by first mortgage bonds issued by Ameren Illinois under its 1933 mortgage indenture. The notes have a fall-away lien provision, and Ameren Illinois could cause these notes to become unsecured at any time by redeeming the pollution control bonds 5.90% Series 1993 due 2023 (of which less than $1 million remains outstanding).

(g)

These notes are collaterally secured by mortgage bonds issued by Ameren Illinois under its 1992 mortgage indenture. They are secured by substantially all property of the former IP and CIPS. 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 1992 mortgage indenture remain outstanding. Redemption, purchase, or maturity of all mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Considering the Ameren Illinois senior secured notes currently outstanding, we do not expect the mortgage bond lien protection associated with these notes to fall away before 2022.

(h)

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, and so long as any of the 9.75% senior secured notes due 2018, 6.25% senior secured notes due 2018, and 6.125% senior secured notes due 2017 are outstanding, Ameren Illinois will not optionally redeem, purchase or otherwise retire in full the outstanding first mortgage bonds not subject to release provisions; therefore, a release date will not occur so long as any of these notes remain outstanding.


(i)	These bonds are first mortgage bonds issued by Ameren Illinois under its 1933 mortgage indenture. They are secured by substantially all property of the former CILCO. The bonds are callable at 100% of par value. Less than $1 million principal amount of the bonds remain outstanding.


(j)	These bonds are mortgage bonds issued by Ameren Illinois under its 1992 mortgage indenture. They are secured by substantially all property of the former IP and CIPS. The bonds are callable at 100% of par value. The bonds are also backed by an insurance guarantee policy. Less than $1 million principal amount of the bonds remains outstanding.


(k)	The bonds are callable at 100% of par value.

The following table presents the aggregate maturities of long-term debt, including current maturities, for the Ameren Companies at December 31, 2016:



	Ameren (parent)^(a)		Ameren Missouri^(a)		Ameren Illinois^(a)		Ameren Consolidated
2017	$	—	$	431	$	250	$	681
2018	—		383		457		840
2019	—		581		—		581
2020	350		92		—		442
2021	—		8		—		8
Thereafter	350		2,524		1,900		4,774
Total	$	700	$	4,019	$	2,607	$	7,326


(a)	Excludes unamortized discount and premium and debt issuance costs of $6 million, $25 million, and $19 million at Ameren (parent), Ameren Missouri, and Ameren Illinois, respectively.

All classes of Ameren Missouri’s and Ameren Illinois’ preferred stock are entitled to cumulative dividends, have voting rights, and are not subject to mandatory redemption. The preferred stock of Ameren's subsidiaries was included in "Noncontrolling Interests" on Ameren's consolidated balance sheet. The following table presents the outstanding preferred stock of Ameren Missouri and Ameren Illinois, which is redeemable, at the option of the issuer, at the prices shown below as of December 31, 2016 and 2015:



		Redemption Price(per share)			2016		2015
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

In November 2015, Ameren (parent) issued $350 million of 2.70% senior unsecured notes due in November 2020, with interest payable semiannually in May and November of each year, beginning in May 2016. Ameren (parent) received proceeds of $348 million, which were used to repay a portion of its short-term debt.

In November 2015, Ameren (parent) issued $350 million of 3.65% senior unsecured notes due in February 2026, with interest payable semiannually in February and August of each year, beginning in February 2016. Ameren (parent) received proceeds of $347 million, which were used to repay a portion of its short-term debt.

In 2015, Ameren, Ameren Missouri, and Ameren Illinois filed a Form S-3 shelf registration statement registering the issuance of an indeterminate amount of certain types of securities. The registration statement became effective immediately upon filing and will expire in June 2018.

Ameren filed a Form S-3 registration statement with the SEC in 2014, authorizing the offering of 8.6 million additional shares of its common stock under DRPlus, which expires in May 2017. Shares of common stock sold under DRPlus are, at Ameren’s option, newly issued shares, treasury shares, or shares purchased in the open market or in privately negotiated transactions. As of December 31, 2016 and 2015, DRPlus participant funds of $8 million were reflected on Ameren's consolidated balance sheets in "Other current assets."

In 2013, Ameren filed a Form S-8 registration statement with the SEC, authorizing the offering of 4 million additional shares of its common stock under its 401(k) plan. Shares of common stock sold under the 401(k) plan are, at Ameren’s option, newly issued shares, treasury shares, or shares purchased in the open market or in privately negotiated transactions.

From 2014 through 2016, Ameren shares for its DRPlus and its 401(k) plans were purchased in the open market.

Ameren Missouri

In February 2016, $260 million principal amount of Ameren Missouri's 5.40% senior secured notes matured and were repaid with cash on hand and commercial paper borrowings.

In June 2016 and April 2015, Ameren Missouri issued $150 million and $250 million, respectively, of 3.65% senior secured notes due in April 2045, with interest payable semiannually in April and October of each year, beginning in October 2016 and 2015, respectively. Ameren Missouri received proceeds of $148 million from the June 2016 issuance and $247 million from the April 2015 issuance, which were both used to repay outstanding short-term debt, including short-term debt that Ameren Missouri incurred in connection with the repayment of $114 million of its 4.75% senior secured notes that matured in April 2015.

For information on Ameren Missouri's capital contributions and return of capital, refer to Capital Contributions and Return of Capital in Note 1 – Summary of Significant Accounting Policies.

Ameren Illinois

In June 2016, Ameren Illinois’ $54 million principal amount of 6.20% senior secured notes and $75 million principal amount of 6.25% senior secured notes matured and were repaid with commercial paper borrowings.

In December 2016 and 2015, Ameren Illinois issued $240 million and $250 million, respectively, of 4.15% senior secured notes due in March 2046, with interest payable semiannually in March and September, beginning in March 2017 and 2016, respectively. Ameren Illinois received proceeds of $245 million from each issuance, which were both used to repay a portion of its short-term debt.

For information on Ameren Illinois' capital contributions, refer to Capital Contributions and Return of Capital in Note 1 – Summary of Significant Accounting Policies.

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, 2016, 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	4.6	$	4,077		>2.5	105.3	$	2,344
Ameren Illinois	>2.0	6.9	3,819		^(d)	>1.5	2.8	203		^(e)


(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 $1,206 million and $279 million at Ameren Missouri and Ameren Illinois, respectively.


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


(d)	Amount of bonds issuable by Ameren Illinois based on unfunded property additions and retired bonds solely under its 1992 mortgage indenture.


(e)	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 may not pay any dividend on its stock unless, among other things, its earnings and earned surplus are sufficient to declare and pay a dividend after provision is made for reasonable and proper reserves, or unless Ameren Illinois has specific authorization from the ICC.

Ameren Illinois’ articles of incorporation require dividend payments on its common stock to be based on ratios of common stock to total capitalization and other provisions related to certain operating expenses and accumulations of earned surplus. Ameren Illinois has made a commitment to the FERC to maintain a minimum 30% ratio of common stock equity to total capitalization. As of December 31, 2016, using the FERC-agreed upon calculation method, Ameren Illinois’ ratio of common stock equity to total capitalization was 51%.

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, 2016, none of the Ameren Companies had off-balance-sheet financing arrangements, other than operating leases entered into in the ordinary course of business, letters of credit, and Ameren parent guarantee arrangements on behalf of its subsidiaries. None of the Ameren Companies expect to engage in any significant off-balance-sheet financing arrangements in the near future.