Long-Term Debt And Equity Financings

12 Months Ended

Dec. 31, 2018

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, for the Ameren Companies as of December 31, 2018 and 2017:

	2018			2017
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	(3		)	(4		)
Long-term debt, net	$	697		$	696
Ameren Missouri:
Bonds and notes:
6.00% Senior secured notes due 2018(a)	—			179
5.10% Senior secured notes due 2018(a)	—			199
6.70% Senior secured notes due 2019(a)(b)	329			329
5.10% Senior secured notes due 2019(a)	244			244
5.00% Senior secured notes due 2020(a)	85			85
1992 Series bonds due 2022(c)(d)	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(e)	(e)			(e)
1998 Series A bonds due 2033(c)(d)	60			60
1998 Series B bonds due 2033(c)(d)	50			50
1998 Series C bonds due 2033(c)(d)	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)(b)	350			350
3.90% Senior secured notes due 2042(a)(b)	485			485
3.65% Senior secured notes due 2045(a)	400			400
4.00% First mortgage bonds due 2048(f)	425			—
Finance obligations:
City of Bowling Green agreement (Peno Creek CT) due 2022(g)	30			36
Audrain County agreement (Audrain County CT) due 2023(g)	240			240
Total long-term debt, gross	4,029			3,988
Less: Unamortized discount and premium	(9		)	(7		)
Less: Unamortized debt issuance costs	(22		)	(20		)
Less: Maturities due within one year	(580		)	(384		)
Long-term debt, net	$	3,418		$	3,577

	2018			2017
Ameren Illinois:
Bonds and notes:
6.25% Senior secured notes due 2018(h)	—			144
9.75% Senior secured notes due 2018(h)	—			313
2.70% Senior secured notes due 2022(h)(i)	400			400
5.90% First mortgage bonds due 2023(j)	(j)			(j)
5.70% First mortgage bonds due 2024(k)	(k)			(k)
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(d)	17			17
3.80% First mortgage bonds due 2028(l)	430			—
6.70% Senior secured notes due 2036(h)	61			61
6.70% Senior secured notes due 2036(m)	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(l)	500			500
4.50% First mortgage bonds due 2049(l)	500			—
Total long-term debt, gross	3,330			2,857
Less: Unamortized discount and premium	(3		)	(3		)
Less: Unamortized debt issuance costs	(31		)	(24		)
Less: Maturities due within one year	—			(457		)
Long-term debt, net	$	3,296		$	2,373
ATXI:
3.43% Senior notes due 2050(n)	$	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	$	7,859		$	7,094

(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 2048 maturity of the 4.00% first mortgage bonds and the restrictions preventing a release date to occur that are attached to certain senior secured notes described in footnote (b) below, Ameren Missouri does not expect the first mortgage lien protection associated with these notes to fall away.

(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 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 average interest rates for 2018 and 2017 were as follows:

	2018	2017
Ameren Missouri 1992 Series due 2022	2.37%	1.43%
Ameren Missouri 1998 Series A due 2033	2.76%	1.77%
Ameren Missouri 1998 Series B due 2033	2.79%	1.75%
Ameren Missouri 1998 Series C due 2033	2.83%	1.73%
Ameren Illinois 1993 Series B-1 due 2028	1.58%	1.08%

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

(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 $270 million and $276 million, respectively, as of December 31, 2018 and 2017.

(h) These notes are collaterally secured by first 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 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 date of the 4.50% 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 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.

(k) These bonds are first 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 also backed by an insurance guarantee policy. Less than $1 million principal amount of the bonds remains outstanding.

(l) These bonds are first mortgage bonds issued by Ameren Illinois under its 1992 mortgage indenture. They are secured by substantially all property of the former IP and CIPS.

(m) These notes are collaterally secured by first mortgage bonds issued by Ameren Illinois under its 1933 mortgage indenture. They are secured by substantially all property of the former CILCO. The notes have a fall-away lien provision, and Ameren Illinois could cause these notes to become unsecured at any time by redeeming the 5.90% first mortgage bonds due 2023 (of which less than $1 million principal amount remains outstanding).

(n) 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, for the Ameren Companies at December 31, 2018:

	Ameren (parent)(a)		Ameren Missouri(a)		Ameren Illinois(a)		ATXI(a)		Ameren Consolidated
2019	$	—	$	580	$	—	$	—	$	580
2020	350		92		—		—		442
2021	—		8		—		—		8
2022	—		55		400		50		505
2023	—		240		—		—		240
Thereafter	350		3,054		2,930		400		6,734
Total	$	700	$	4,029	$	3,330	$	450	$	8,509

(a) Excludes unamortized discount, unamortized premium, and debt issuance costs of $3 million, $31 million, $34 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, 2018 and 2017:

		Redemption Price (per share)			2018		2017
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 2018, Ameren issued a total of 1.2 million shares of common stock under its DRPlus and 401(k) plan, and received proceeds of $74 million. In addition, in 2018, Ameren issued 0.7 million shares of common stock valued at $35 million upon the vesting of stock-based compensation. Ameren did not issue any common stock in 2017 or 2016.

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 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.

Ameren filed a Form S-3 registration statement with the SEC in May 2017, authorizing the offering of 6 million additional shares of its common stock under the DRPlus, which expires in 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. As of December 31, 2018 and 2017, the DRPlus participant funds of $1 million and $8 million, respectively, were reflected on Ameren’s consolidated balance sheets in “Other current assets.”

Ameren Missouri

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 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.

In June 2017, Ameren Missouri issued $400 million of 2.95% senior secured notes due June 2027, with interest payable semiannually on June 15 and December 15 of each year, beginning December 15, 2017. Ameren Missouri received proceeds of $396 million, which were used, in conjunction with other available funds, to repay at maturity $425 million of Ameren Missouri’s 6.40% senior secured notes in June 2017.

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

Ameren Illinois

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 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 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.

In November 2017, Ameren Illinois issued $500 million of 3.70% first mortgage bonds due December 2047, with interest payable semiannually on June 1 and December 1 of each year, beginning June 1, 2018. Ameren Illinois received proceeds of $492 million, which were used to repay outstanding short-term debt, including short-term debt that Ameren Illinois incurred in connection with the repayment of $250 million of its 6.125% senior secured notes that matured in November 2017.

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

ATXI

In June 2017, pursuant to a note purchase agreement, ATXI agreed to issue $450 million principal amount of 3.43% senior unsecured notes, due 2050, with interest payable semiannually on the last day of February and August of each year, beginning February 28, 2018, through a private placement offering exempt from registration under the Securities Act of 1933, as amended. ATXI issued $150 million principal amount of the notes in June 2017 and the remaining $300 million principal amount of the notes in August 2017. ATXI received proceeds of $449 million from the notes, which were used by ATXI to repay existing short-term and long-term affiliate debt.

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, 2018, 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	5.5	$	4,688		>2.5	140.8	$	3,153
Ameren Illinois	>2.0	6.9	4,234		(d)	>1.5	3.2	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 $2,006 million and $985 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 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, 2018, 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, 2018, 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, 2018, none of the Ameren Companies had any significant off-balance-sheet financing arrangements, other than operating leases entered into in the ordinary course of business, variable interest entities, letters of credit, and Ameren (parent) guarantee arrangements on behalf of its subsidiaries. See Note 1 – Summary of Significant Accounting Policies for further detail concerning variable interest entities.